Zhang Xiao Mou Amends HF Foods Group Filing

TL;DR

Zhang Xiao Mou filed an update on their HF Foods Group stake. Keep an eye on this.

AI Summary

Zhang Xiao Mou has filed an amendment (No. 2) to their Schedule 13D for HF Foods Group Inc., dated June 26, 2024. This filing relates to the common stock of the company. Zhang Xiao Mou is listed as the filer, with a business address in Greensboro, NC.

Why It Matters

This amendment indicates a change in the reporting of beneficial ownership for HF Foods Group Inc., which could signal shifts in control or investment strategy by significant shareholders.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate changes in significant shareholder positions, which can lead to increased volatility or strategic shifts in the company.

Key Numbers

• 2 — Amendment Number (Indicates this is the second amendment to the original filing.)

Key Players & Entities

• Zhang Xiao Mou (person) — Filer of the Schedule 13D/A
• HF Foods Group Inc. (company) — Subject company of the filing
• Atlantic Acquisition Corp. (company) — Former company name of HF Foods Group Inc.
• Stars Acquisition Corp. (company) — Former company name of HF Foods Group Inc.

FAQ

Key Financial Figures

• $0.0001 — Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securitie
• $0.001 — o the shares of common stock, par value $0.001 per share (the " Common Stock "), of HF

Filing Documents

• a13da7052024.htm (SC 13D/A) — 54KB
• image_0.jpg (GRAPHIC) — 0KB
• image_3.jpg (GRAPHIC) — 0KB
• 0001628280-24-031228.txt ( ) — 56KB

Security and Issuer

Item 1. Security and Issuer.

is hereby amended and restated to read as follows

Item 1 is hereby amended and restated to read as follows This schedule relates to the common stock, $0.0001 par value per share (the "Common Stock"), of HF Foods Group Inc., a company incorporated under the laws of Delaware (the "Company" or the "Issuer"). The address of the Company's principal executive office is 6325 South Rainbow Boulevard Suite 420, Las Vegas, Nevada, 89118.

Identity and Background

Item 2. Identity and Background.

is hereby amended and restated to read as follows

Item 2 is hereby amended and restated to read as follows (a) This Schedule 13D is filed by the following persons Zhang Xiao Mou. Mr. Zhang is the chief executive officer and a director of the Company. (b) The business address for Mr. Zhang is 6325 South Rainbow Boulevard Suite 420, Las Vegas, Nevada, 89118. (c) Mr. Zhang is the chief executive officer and a director of the Company. (d) The reporting person has not during the past five years been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). (e) The reporting person has not during the past five years been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Zhang is a citizen of the United States of America.

Source and Amount of Funds and Other Consideration

Item 3. Source and Amount of Funds and Other Consideration.

is hereby amended and restated to read as follows

Item 3 is hereby amended and restated to read as follows On June 26, 2024, HT Group Holding, L.L.C. distributed all of the shares of Common Stock of the Company it held to its members, including Mr. Zhang's spouse, on a pro rata basis for no consideration.

Purpose of Transaction

Item 4. Purpose of Transaction.

is hereby amended and restated to read as follows

Item 4 is hereby amended and restated to read as follows Mr. Zhang, in his capacity as Chief Executive Officer and a director of the Issuer, 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. Subject to the Issuer's Insider Trading Policy, Mr. Zhang may from time to time buy or sell securities of the Issuer as appropriate for his personal circumstances. Except as described in this Schedule 13D, Mr. Zhang does not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein, Mr. Zhang, at any time and from time to time, may review, reconsider and change his position andor change his purpose andor develop such plans and may seek to influence management of the Issuer or the Board of Directors of the Issuer with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons.

Interest in Securities of the Company

Item 5. Interest in Securities of the Company.

is hereby amended and restated to read as follows

Item 5 is hereby amended and restated to read as follows The aggregate percentage of shares owned by the reporting person named herein is based on 52,155,968 shares of Common Stock outstanding as of April 11, 2024 as disclosed in the Issuer's Definitive Proxy Statement filed on April 24, 2024. (a) Mr. Zhang beneficially owns 3,551,811 shares of Common Stock, or 6.81% of the Common Stock, which includes 417,720 shares owned by Mr. Zhang's spouse. Mr. Zhang disclaims Section 16 beneficial ownership over the securities held by his spouse except to the extent of his pecuniary interest therein, if any. (b) Mr. Zhang has the sole power to vote and dispose of all of the securities beneficially owned by him, except for the shares held by his spouse, over which Mr. Zhang shares voting and dispositive control. (c) On June 5, 2024, Mr. Zhang received a grant of restricted stock units pursuant to the HF Foods Group Inc. 2018 Omnibus Equity Incentive Plan (as amended by the First Amendment to HF Foods Group Inc. 2018 Omnibus Equity Incentive Plan and the Second Amendment to HF Foods Group Inc. 2018 Omnibus Equity Incentive Plan, the " Incentive Plan "). Such grant vests in one-third increments annually, beginning April 15, 2025. (d) Except as described in this Schedule 13D, no other person is known by Mr. Zhang to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by Mr. Zhang. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

is hereby amended and restated to read as follows

Item 6 is hereby amended and restated to read as follows The information set forth in Item 4 of this Schedule 13D is incorporated by reference in its entirety into this Item 6. Except as set forth in this Schedule 13D, Mr. Zhang does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. In his capacities as the Chief Executive Officer and a director of the Issuer, Mr. Zhang may be entitled to receive equity compensation, including stock option or other equity awards, pursuant to the Incentive Plan. The description of the Incentive Plan contained in this Item 6 is not intended to be complete and is qualified in its entirety by reference to such agreement, which is filed as an exhibit hereto together with the amendments thereto and incorporated by reference herein.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits.

is hereby amended and restated to read as follows

Item 7 is hereby amended and restated to read as follows Exhibit A HF Foods Group Inc. 2018 Omnibus Equity Incentive Plan Exhibit B First Amendment to HF Foods Group Inc. 2018 Omnibus Equity Incentive Plan Exhibit C Second Amendment to HF Foods Group Inc. 2018 Omnibus Equity Incentive Plan

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated July 5, 2024 s Zhang Xiao Mou Zhang Xiao Mou

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View this SC 13D/A filing on SEC EDGAR