6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

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

For the month of May 2023

HONGLI GROUP INC.

(Exact name of registrant as specified in its charter)

Beisanli Street, Economic Development Zone

Changle County, Weifang

Shandong, China 262400

Tel: +86 0536-2185222

(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  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

CONTENTS

On March 31, 2023, Hongli Group Inc. (the “Company”) consummated its initial public offering (the “IPO”) of 2,062,500 ordinary shares, par value $0.0001 per share (each, a “Ordinary Share” and the Ordinary Shares sold in the IPO is hereafter referred as the “IPO Shares”). The Company completed the IPO pursuant to the Company’s registration statement on Form F-1 (File No. 333-261945), originally filed with the Securities and Exchange Commission on December 30, 2021 (as amended, the “Registration Statement”). The Registration Statement was declared effective by the U.S. Securities and Exchange Commission on March 28, 2023 (the “Effective Date”). The IPO Shares were priced at a price of $4.00 per share, and the IPO was conducted on a firm commitment basis. The Ordinary Shares were previously approved for listing on the Nasdaq Capital Market and commenced trading under the symbol “HLP” on March 29, 2023.

On May 2, 2023, upon the underwriter’s exercise of the over-allotment option in full (“Over-Allotment Option”), the Company sold 309,375 ordinary shares at a price of $4.00 per share accordingly.

In connection with the underwriters’ exercise of the Over-Allotment Option, the Company issued a press release on May 2, 2023.The copy of such press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

Financial Statements and Exhibits.

Exhibits:

1

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.

2

Exhibit 99.1

Hongli Group Inc. Announces the Exerciseof the Underwriter’s Over-Allotment Option

WEIFANG, CHINA, May 02, 2023 (GLOBE NEWSWIRE) -- Hongli Group Inc. (the “Company”) (NASDAQ: HLP) today announced that the underwriter in its initial public offering (the “Offering”), exercised the over-allotment option in full to purchase 309,375 ordinary shares of the Company at $4.00 per share for total gross proceeds of $1,237,500 before deducting underwriting discounts and commissions.

EF Hutton, division of Benchmark Investments, LLC acted as sole book-running manager for the offering.

The Registration Statement has been filed (File No. 333-261945) with the Securities and Exchange Commission (“SEC”) and was declared effective by the SEC on March 28, 2023. The Offering was made only by means of a prospectus. Copies of the final prospectus relating to the Offering may be obtained from EF Hutton, Attn: Syndicate Department, 590 Madison Avenue, 39th Floor, New York, NY 10022, or via email at syndicate@efhuttongroup.com or telephone at (212) 404-7002. In addition, a copy of the prospectus relating to the Offering may be obtained via the SEC’s website at www.SEC.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Hongli Group Inc

Hongli Group Inc. is a Cayman Islands holding company, 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 one of the leading cold roll formed steel profile manufacturers with operating subsidiaries in China. Hongli Operating Group designs, customizes and manufactures cold roll formed steel profiles for machineries and equipment in a variety of sectors, including but not limited to mining and excavation, construction, agriculture and transportation. Hongli Operating Group, with over 20 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, U.S. and Sweden.  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 Statement

Forward-looking statements includestatements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statementsthat are other than statements of historical facts. When the Company uses words such as “may,” “will,” “intend,”“should,” “believe,” “expect,” “anticipate,” “project,” “estimate,” “continue”or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statementsare not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially fromthe Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including,but not limited to, the uncertainties related to market conditions and other factors discussed in the “Risk Factors” sectionof the Registration Statement filed with the SEC. For these reasons, among others, investors are cautioned not to place undue relianceupon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, whichare available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements toreflect events or circumstances that arise after the date hereof.

For more information, please contact:

Company Info:

Hongli Group Inc.

Ms. Haining Wang

Email: ir@hongli-profile.com

Mobile: +86-13721971703 (from China)

+1-281-250-4349 (from U.S.)