SEC Form SC 13D/A filed by Indonesia Energy Corporation Limited (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Indonesia Energy Corporation Limited

(Name of Issuer)

Common Stock, $0.00267 par value

(Title of Class of Securities)

G4760X 102

(CUSIP Number)

C/O Wirawan Jusuf

GIESMART PLAZA 7^th Floor

Jl. Raya Pasar Minggu No. 17A

Pancoran – Jakarta 12780 Indonesia

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

March 21, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or other subject to the liabilities of that section of Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G4760X 102

CUSIP No. G4760X 102

Explanatory Note

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons on December 31, 2019 (as amended from time to time, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule 13D. Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 2 shall have the meaning assigned to such term in the Schedule 13D. The number of shares in this Amendment No. 2 reflects a sale of shares by the Reporting Persons on March 21-22, 2022.

This statement on Schedule 13D (the “Schedule 13D”) relates to the ordinary shares, $0.00267 par value (“Ordinary Shares”), of the Issuer.

Item 2 of the Schedule 13D is hereby amended and supplemented as follows:

HFO Investment Group Limited, a British Virgin Islands company (“HFO”), which is the holder of record of approximately 5.85% of the issued and outstanding Ordinary Shares as of March 25, 2022, derived from the number of Ordinary Shares outstanding reported by the issuer in its Registration Statement on Form F-1 filed by the Issuer with the Securities and Exchange Commission (the “Commission”) on March 9, 2022. Wan Yu-Huang is the director of HFO and has voting and dispositive control over the shares held by HFO.

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

On March 21, 2022, HFO sold 100,000 Ordinary Shares in a market transactions for an aggregate price of $3,087,296.32, or $30.87 per Ordinary Share, in reliance upon the exemption from the registration under the Securities Act of 1933, as amended, contained in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act.

On March 23, 2022, HFO sold 20,000 Ordinary Shares in a market transaction for an aggregate price of $588,065.14, or $29.50 per Ordinary Share, in reliance upon the exemption from the registration under the Securities Act of 1933, as amended, contained in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act.

On March 24, 2022, HFO sold 12,595 Ordinary Shares in a market transaction for an aggregate price of $326,234.07, or $26.00 per Ordinary Share, in reliance upon the exemption from the registration under the Securities Act of 1933, as amended, contained in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act.

On March 25, 2022, HFO sold 67,405 Ordinary Shares in a market transaction for an aggregate price of $1,527,222.56, or $22.71 per Ordinary Share, in reliance upon the exemption from the registration under the Securities Act of 1933, as amended, contained in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act.

As a result of the consummation of the transactions described above, HFO sold approximately 2.89% of the outstanding Ordinary Shares, which decreased the percentage of HFO’s holding of the outstanding Ordinary Shares from 8.74% to 5.85%.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

The transaction described in Item 3 of this Schedule 13D/A were undertaken by HFO for investment purposes only.

The Reporting Persons currently have no plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board except as may be required for the Issuer to comply with exchange listing requirements with respect to the number of independent directors; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) any changes in the Issuer’s charter or by-laws or other actions which may impede the acquisition or control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to those enumerated above.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

(a)-(b) The aggregate number and percentage of Ordinary Shares beneficially owned by the Reporting Persons (on the basis of a total of 7,647,214 Ordinary Shares issued and outstanding as of March 9, 2022, are as follows:

Wan Yu-Huang is the Director of HFO.

(c) None of the Reporting Persons has effected any transactions of the Issuer’s Ordinary Shares during the 60 days preceding the date of this report, except as described in Item 6 of this Schedule 13D which information is incorporated herein by reference.

(d) Not applicable.

(e) Not applicable.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

The Reporting Persons’ response to Item 4 is incorporated by reference into this Item 6.

None.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.