Hongli Group closes $325,000 private placement

Hongli Group Inc. reported the closing of a previously announced private placement with a U.S. investor.

Rhea-AI Filing Summary

Hongli Group Inc. reported the closing of a previously announced private placement with a U.S. investor. The company issued 1,300,000 ordinary shares at a purchase price of $0.25 per share, generating aggregate gross proceeds of $325,000.

The transaction, documented in a Securities Purchase Agreement dated April 11, 2026, closed on April 24, 2026, when the investor received the 1,300,000 shares after Hongli Group received the funds. The shares were sold in an unregistered offering relying on exemptions under Section 4(a)(2) of the Securities Act of 1933 and/or Regulation D.

Key Figures

Shares issued: 1,300,000 shares Purchase price: $0.25 per share Gross proceeds: $325,000 +3 more

6 metrics

Shares issued 1,300,000 shares Ordinary shares issued in April 2026 private placement

Purchase price $0.25 per share Price for ordinary shares in private placement

Gross proceeds $325,000 Aggregate gross proceeds from private placement

Par value per share $0.0001 Par value of ordinary shares issued

Agreement date April 11, 2026 Date of Securities Purchase Agreement

Closing date April 24, 2026 Closing of private placement transaction

Key Terms

Form 6-K, Securities Purchase Agreement, private placement offering, Section 4(a)(2) of the Securities Act of 1933, +2 more

6 terms

Form 6-K regulatory

"Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT RULE 13a-16"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

Securities Purchase Agreement financial

"the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”)"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

private placement offering financial

"for a private placement offering, providing the sale and issuance of 1,300,000 ordinary shares"

A private placement offering is when a company sells its stock or bonds directly to a small group of investors instead of offering them to the general public. This allows the company to raise money quickly and privately, often for specific projects or needs, without going through a public stock exchange.

Section 4(a)(2) of the Securities Act of 1933 regulatory

"offered and issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933"

Regulation D regulatory

"and/or Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

foreign private issuer regulatory

"REPORT OF FOREIGN PRIVATE ISSUER PURSUANT RULE 13a-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Hongli Group Inc. (HLP) announce in this Form 6-K?

Hongli Group Inc. announced the closing of a private placement with a U.S. investor. The company issued 1,300,000 ordinary shares, raising gross proceeds of $325,000 under a Securities Purchase Agreement dated April 11, 2026, which closed on April 24, 2026.

How much capital did Hongli Group Inc. (HLP) raise in the private placement?

Hongli Group Inc. raised gross proceeds of $325,000 in the private placement. This came from selling 1,300,000 ordinary shares at a purchase price of $0.25 per share to a single U.S. investor, as disclosed in the Form 6-K filing.

How many shares did Hongli Group Inc. (HLP) issue in the April 2026 transaction?

The company issued 1,300,000 ordinary shares in the April 2026 private placement. These shares, with a par value of $0.0001 each, were sold at $0.25 per share to a U.S. investor under a Securities Purchase Agreement dated April 11, 2026.

What was the share price in Hongli Group Inc. (HLP)’s private placement?

Each ordinary share in the private placement was sold at $0.25. Hongli Group Inc. issued 1,300,000 shares at this purchase price, resulting in aggregate gross proceeds of $325,000 upon closing on April 24, 2026.

When did Hongli Group Inc. (HLP) close its private placement?

The private placement closed on April 24, 2026. On that date, Hongli Group Inc. issued 1,300,000 ordinary shares to the U.S. investor after receiving gross proceeds of $325,000, completing the transaction contemplated by the April 11, 2026 Securities Purchase Agreement.

Under what securities law exemptions did Hongli Group Inc. (HLP) issue the shares?

The shares were offered and issued in reliance on exemptions from registration under U.S. securities law. Hongli Group Inc. relied on Section 4(a)(2) of the Securities Act of 1933 and/or Regulation D promulgated thereunder for this private placement transaction.

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Accepted by SEC EDGAR 04/30/2026 - 05:00 PM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026

Hongli Group Inc.

(Exact name of registrant as specified in its charter)

No. 777, Daiyi Road

Changle County, Weifang City

Shandong Province, China, 262400

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒     Form 40-F ☐

Incorporation by Reference

This report of foreign private issuer on Form 6-K is hereby incorporated by reference into (i) the registration statement on Form F-3 of Hongli Group Inc. (the “Company”) (File Number 333-289457), as amended, and (ii) the registration statement on Form S-8 of the Company (File Number 333-278321), as amended, and into the prospectus outstanding under the foregoing registration statements, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended.

Closing of Unregistered Sale of Equity Securities 

As previously reported, on April 11, 2026, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with a U.S. investor (the “Investor”) for a private placement offering, providing the sale and issuance of 1,300,000 ordinary shares of the Company, par value $0.0001 per share (the “Shares”), at a purchase price of $0.25 per Share, for aggregate gross proceeds of $325,000.

On April 24, 2026, the transaction contemplated by the Securities Purchase Agreement was closed. Upon closing, the Company issued a total of 1,300,000 ordinary shares to the Investor following receipt of gross proceeds of $325,000. The Shares in this transaction were offered and issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 and/or Regulation D promulgated thereunder.

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	HONGLI GROUP INC.
Date: April 30, 2026	By:	/s/ Jie Liu
		Jie Liu
		Chief Executive Officer

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