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 October 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 on Form 6-K is hereby incorporated
by reference into (i) the registration statements of Hongli Group Inc. (the “Company”) on Form F-3 (File Nos. 333-284050
and 333-289457), as amended, and (ii) the registration statement on Form S-8 of the Company (File No. 333-278321), and into the prospectuses
outstanding under the foregoing registration statements, to the extent not superseded by documents or reports subsequently filed or furnished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, or the Securities Exchange Act of 1934, as amended. The information in the
attached Exhibit 99.1 shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended, and
shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set
forth by specific reference in such filing.
Change of Director
Effective September 29, 2026, Mr. Jie Liu
has resigned as the chairman of the Company’s board of directors (the “Board”). Effective on the same day,
Mr. Chenglong Yang has resigned as a member of the Board and has also stepped down from all positions on the committees of the
Board. Mr. Liu’s and Mr. Yang’s resignations from the Board were due to personal reasons and did not result from any
dispute or disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Liu
continues to serve as Chief Executive Officer of the Company.
On September 29, 2026, the Board approved the
appointment of Mr. Michael Weichun Zhang to serve as the chairman of the Board, effective immediately.
Mr. Michael Weichun Zhang, age 57, has served
as our director and chairman of the board as of September 29, 2026. Mr. Zhang has extensive experience in private equity fund management,
capital allocation, business management and strategic oversight. Since March 2015, he has served as Managing Partner of H Alpha Management,
a private equity fund management firm, where he is responsible for the firm's strategic direction and overall operations. He also serves
as a director of Anbio Biotechnology, a U.S. publicly traded company, on whose board he is a member of the audit, compensation, and nominating
and corporate governance committees, and as a director of Summa Innovations LLC, Eminence Capital LLC, Winnix Biosciences, Inc., and Cultiva
Medical Technology Co., Ltd. Mr. Zhang holds an MBA in Finance from Yale University and a Bachelor of Science in Finance from Indiana
University Bloomington.
There is no arrangement or understanding between
Mr. Zhang and any other person pursuant to which they were selected as an officer and a director of the Company, and there is no family
relationship between Mr. Zhang and any of the Company’s other directors or executive officers. Since the beginning of the Company’s
last fiscal year, there have been no transactions, and there are no currently proposed transactions, in which the Company was or is to
be a participant and in which Mr. Zhang had or will have a direct or indirect material interest that would be required to be reported
under Item 404(a) of Regulation S-K.
In connection with the appointment, the Company
has entered into a director offer letter and an indemnification agreement with Mr. Zhang. The terms of these agreements are consistent
with the Company’s standard arrangements for its non-employee directors. The forms of the director agreement and the indemnification
agreement are included as Exhibits 10.1 and 10.2, respectively, to this report on Form 6-K.
On October 5, 2026, the Company issued a press
release entitled “Hongli Group Inc. Announces Appointment of Mr. Michael W. Zhang as Chairman of the Board”, a copy
of which is attached hereto as Exhibit 99.1.
EXHIBIT INDEX
| Exhibit Number |
|
Description |
| 10.1 |
|
Form of Director Offer Letter between Hongli Group Inc. the directors (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form F-1 (File No. 333-261945), as amended, initially filed with the Securities and Exchange Commission on December 30, 2021) |
| 10.2 |
|
Form of Indemnification Agreement with the Registrant’s directors and officers (Previously filed; incorporated by reference to Exhibit 10.2 filed with the Registration Statement on Form F-1 (File No. 333-261945), as amended, initially filed with the Securities and Exchange Commission on December 30, 2021) |
| 99.1 |
|
Press Release |
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: October 5, 2026 |
By: |
/s/ Jie Liu |
| |
|
Jie Liu |
| |
|
Chief Executive Officer |
Exhibit 99.1
Hongli Group Inc. Announces Appointment of Mr.
Michael W. Zhang as Chairman of the Board
WEIFANG, China, October 5, 2026 /PRNewswire/
— Hongli Group Inc. (the “Company”) (Nasdaq: HLP), a cold roll formed steel profile manufacturer, today announced
a leadership transition within its Board of Directors (the “Board”). Effective September 29, 2026, Mr. Michael W. Zhang
has been appointed as the new Chairman of the Board. He succeeds Mr. Jie Liu, who resigned as the Chairman of the Board effective
the same day. Mr. Liu will continue to serve as Chief Executive Officer of the Company.
Additionally, Mr. Chenglong Yang has stepped
down as a Director on the Board and a member of all committees under the Board, effective September 29, 2026. Mr. Liu’s and Mr. Yang’s resignations
were both due to personal reasons and did not result from any dispute or disagreement with the Company on any matter relating to the
Company’s operations, policies or practices.
Mr. Michael W. Zhang brings extensive capital markets and corporate
governance experience to the Company. Mr. Zhang has extensive experience in private equity fund management, capital allocation, business
management and strategic oversight. Since March 2015, he has served as Managing Partner of H Alpha Management, a private equity fund management
firm, where he is responsible for the firm's strategic direction and overall operations. He also serves as a director of Anbio Biotechnology,
a U.S. publicly traded company, on whose board he is a member of the audit, compensation, and nominating and corporate governance committees,
and as a director of Summa Innovations LLC, Eminence Capital LLC, Winnix Biosciences, Inc., and Cultiva Medical Technology Co., Ltd.
Mr. Zhang holds an MBA in Finance from Yale University
and a Bachelor of Science in Finance from Indiana University Bloomington.
“We are pleased to welcome Mr. Zhang as
Chairman of the Board,” said Jie Liu, Chief Executive Officer of the Company. “His deep background in financial markets, capital
structure strategy, and corporate growth will provide valuable governance and strategic oversight as the Company advances its business
initiatives.”
“I am honored to serve as Chair of the Board,”
said Michael W. Zhang. “The Company has built a strong foundation, differentiated market position, and a talented leadership team
focused on driving long-term growth. I look forward to partnering closely with Mr. Jie Liu, our Board, and the broader management team
as we seek to diversify from traditional cold roll-formed steel profile manufacturing into next-generation clean energy and solid-state
lithium battery technologies, and endeavor to create long-term value for our shareholders.”
About Hongli Group Inc.
Hongli Group Inc. is a Cayman Islands holding
company, and through a series of contractual arrangements, consolidates the financial results of Shandong Hongli Special Section Tube
Co., Ltd. and its subsidiaries (collectively, “Hongli Operating Group”). Hongli Operating Group is a cold roll formed steel
profile manufacturer with operating subsidiaries in China. Hongli Operating Group designs, customizes and manufactures cold roll formed
steel profiles for machinery and equipment in a variety of sectors, including but not limited to mining and excavation, construction,
agriculture and transportation. The Hongli Operating Group, with over 25 years of operating history, has developed customers in more than
30 major cities in China as well as a global network including South Korea, Japan and the United States. Hongli Operating Group currently
has 11 cold roll forming production lines and produces a variety of distinct profile products in a broad range of materials, sizes and
shapes.
Forward-Looking Statements
Forward-looking statements include statements
concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are
other than statements of historical facts. When the Company uses words such as “may,” “will,” “intend,”
“should,” “believe,” “expect,” “anticipate,” “project,” “estimate,”
“continue,” “seek,”
“endeavor” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements.
Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results
to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to
uncertainties and risks, including, but not limited to, the following: the Company’s ability to achieve its goals and strategies,
the Company’s future business development and plans for future business development, including its financial conditions and results
of operations, product and service demand and acceptance, reputation and brand, the impact of competition and pricing, changes in technology,
government regulations, import and export restrictions, fluctuations in general economic and business conditions, the Company’s
ability to comply with Nasdaq continued listing standards and assumptions underlying or related to any of the foregoing and other risks
contained in reports filed by the Company with the U.S. Securities and Exchange Commission (“SEC”). For these reasons, among
others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors
are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation
to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
For more information, please contact:
Hongli Group Inc.
| Mr. Jie Liu |
|
| Email: zjf@hongli-profile.com |
|
| Tel: +86 0536-2180886 |
|
