| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class B ordinary shares, no par value |
| (b) | Name of Issuer:
NewGenIvf Group Limited |
| (c) | Address of Issuer's Principal Executive Offices:
36/39-36/40, 13th Floor, PS Tower, Sukhu, Khlong Toei Nuea Sub-district,Watthana, Bangkok,
THAILAND
, 10110. |
Item 1 Comment:
This Amendment No. 2 (this "Amendment No.2") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on April 10, 2024 (the "Statement") as amended by Amendment No. 1 to the statement on Schedule 13D filed with the SEC on June 8, 2026 (the "Amendment 1") and is filed on behalf of Wing Fung Alfred Siu and Hei Yue Tina Fong. Each of the foregoing is a "Reporting Person" and collectively, the "Reporting Persons". This Amendment No. 2 relates to the Class B ordinary shares of the Issuer.
Capitalized terms used herein without definition in this Amendment No. 2 shall have the meaning set forth in the Statement. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 of the Statement is hereby amended and supplemented by inserting the following:
On July 8, 2026 and August 17, 2026, each of the Reporting Persons was granted share options to acquire 73,647 and 272,140 pre-split Class B ordinary shares of the Issuer under the Issuer's 2024 Share Incentive Plan for no consideration respectively. On September 1, 2026, the Issuer effected a 1-for-3 reverse stock split. On October 5, 2026, the Reporting Persons provided formal notices of their exercise of 139,811 post-reverse-split share options each, totaling 279,622 share options at an exercise price of US$0.0001 per share (the "Exercise of Share Options"). Upon settlement of the exercise price via the requested debit to their directors' current account and compliance with all applicable laws and Company policies, the Issuer allotted and issued each of the Reporting Persons 139,811 post-reverse-split Class B ordinary shares, fully paid and non-assessable on October 5, 2026. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Statement is hereby amended and supplemented by inserting the following:
The information regarding the Exercise of Share Options set forth in Item 3 above is incorporated into this Item 4 by reference. The Reporting Persons hold the Class B ordinary shares to retain control of the Issuer. The Reporting Persons have served as directors of the Issuer since 2019, and in such capacity may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Except as disclosed in this Item, the Reporting Persons do not have any current plans or proposals which relate to or would result in any of the events described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons, however, expect to evaluate on a continuing basis his goals and objectives, other business opportunities available to them and may change their plans or proposals in the future. In determining from time to time whether to sell the securities reported as
beneficially owned in this Amendment No.2 (and in what amounts) or to retain such securities, the Reporting Persons will take into consideration such factors as they deems relevant, including the business and prospects of the Company, anticipated future developments concerning the Company, existing and anticipated market conditions from time to time, general economic conditions, regulatory matters, and other opportunities available to the Reporting Persons. In addition, the Reporting Persons may, from time to time, transfer shares beneficially owned by them for tax, estate or other economic planning purposes. The Reporting Persons reserve the right to acquire additional securities of the Issuer in the open market, in privately negotiated transactions (which may be with the Issuer or with third parties) or otherwise, to dispose of all or a portion of their holdings of securities of the Issuer or to change his intention with respect to any or all of the matters referred to in this Item 4. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 of the Statement is hereby amended and restated as follows:
The responses of the Reporting Persons with respect to Rows 11 and 13 on the cover pages of this Amendment No.2 that relate to the aggregate number and percentage of Class B ordinary shares of the Issuer (including, but not limited to, footnotes to such information) are incorporated herein by reference. |
| (b) | The responses of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Amendment No.2 that relate to the number of shares of Class B ordinary shares of the Issuer as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including, but not limited to, footnotes to such information) are incorporated herein by reference. |
| (c) | Except as set forth in this Amendment No.2, the Reporting Persons have not, to the best of their knowledge, engaged in any transaction with respect to the Issuer's Class B ordinary shares during the sixty days prior to the date of filing this Amendment No.2. |
| (d) | Except as described in Item 3, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Issuer's ordinary shares beneficially owned by the Reporting Persons as reported in this Amendment No.2. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 of the Statement is hereby amended and supplemented by inserting the following:
On October 5, 2026, the Reporting Persons entered into an amendment to the Joint Filing Agreement originally dated April 10, 2024, in which the parties agreed to the joint filing on behalf of each of them of statements on this Amendment No.2 with respect to ordinary shares of the Issuer. The amendment to the Joint Filing Agreement is attached hereto as Exhibit 10 and is incorporated herein by reference. |
| Item 7. | Material to be Filed as Exhibits. |
| | Item 7 of the Statement is hereby amended and supplemented by inserting the following:
Exhibit No. Description
8 NewGenIvf Group Limited Amended and Restated 2024 Share Incentive Plan (incorporated by reference to Exhibit 4.21 to the Issuer's Annual Report on Form 20-F (File No. 001-42004) filed with the SEC on March 31, 2026
10* Amendment to the Joint Filing Agreement, dated as of October 5, 2026
* Filed herewith |
