INDO Indonesia Energy Corporation Limited

CUSIP No. G4760X 102

CUSIP No. G4760X 102

SCHEDULE 13D

This Schedule 13D is filed on behalf of HFO Investment Group Limited, a British Virgin Islands company (“HFO”) and Wan-Yu Huang, the adult sister of James J. Huang, the Chief Investment Officer, has voting and dispositive control over the shares held by HFO.

Securities acquired: ordinary shares, $0.00267 par value (“Ordinary Shares”)

Issuer:            Indonesia Energy Corporation Limited (“Issuer”)

c/o James J. Huang

Dea Tower I, 11^th Floor, Suite 1103

Jl. Mega Kuningan Barat Kav. E4.3 No. 1-2

Jakarta 12950, Indonesia

(d)              None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)              None of the Reporting Persons has, during the last five years, been a party to civil proceeding of a judicial 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)             Citizenship/Place of Organization:

For HFO: British Virgin Islands

For Wan Yu-Huang: Jakarta, Indonesia.

WJ Energy Group Limited (“WJ Energy”) a wholly owned subsidiary of the Issuer was incorporated in Hong Kong on June 3, 2014. The initial shareholders of WJ Energy were MADERIC and another company HFO Investment Group Limited (“HFO”), with each owning 50% of WJ Energy’s shares. On October 20, 2014, HFO received HKD 4,000 from Maderic as consideration for 4,000 shares in WJ Energy, which resulted in MADERIC owning 90% of WJ Energy and HFO owning 10%. 

On June 30, 2018, the Issuer entered into two agreements with MADERIC and HFO (the two then shareholders of WJ Energy): a Sale and Purchase of Shares and Receivables Agreement and a Debt Conversion Agreement (which are hereinafter referred to collectively as the Restructuring Agreements). The intention of the Restructuring Agreements was to restructure the Issuer’s capitalization in anticipation of the Issuer’s initial public offering. As a result of the transactions contemplated by the Restructuring Agreements: (i) WJ Energy (including its assets and liabilities) became a wholly-owned subsidiary of our company, (ii) loans amounting to $21,150,000 and $3,150,000 that were owed by WJ Energy to MADERIC and HFO, respectively, were converted for nominal value into ordinary shares of the Issuer and (iii) the Issuer issued an aggregate of 15,999,000 ordinary shares (pre-stock split) to MADEROC and HFO. The above mentioned transaction is accounted for as a nominal share issuance.

The information in Item 3 above is incorporated by reference herein.

The Ordinary Shares owned by the Reporting Persons have been acquired for investment purposes. The Reporting Persons may make further acquisitions of the Ordinary Shares from time to time and, subject to certain restrictions, may dispose of any or all of the Ordinary Shares held by the Reporting Persons at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities and other factors. However, certain of such shares are subject to certain lock-up restrictions as further described in Item 6 below.

Except for the foregoing, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.

(a)-(b) The aggregate number and percentage of Ordinary Shares beneficially owned by the Reporting Persons (on the basis of a total of 7,363,637 Ordinary Shares issued and outstanding as of December 19, 2019, as reported by the Issuer in Registration Statement on Form F-1, originally filed by the Issuer with the SEC on July 30, 2019) 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.

The information provided in Item 3 herein is hereby incorporated by reference.

Restructuring Agreements

On June 30, 2018, the Company entered into two agreements with MADERIC and HFO (the two then shareholders of WJ Energy): a Sale and Purchase of Shares and Receivables Agreement and a Debt Conversion Agreement (collectively, the “Restructuring Agreements”). The intention of the Restructuring Agreements was to restructure the Company’s capitalization. As a result of the transactions contemplated by the Restructuring Agreements: (i) WJ Energy (including its assets and liabilities) became a wholly-owned subsidiary of the Company, (ii) loans amounting to $21,150,000 and $3,150,000 that were owed by WJ Energy to MADERIC and HFO, respectively, were converted for nominal value into ordinary shares of the Company and (iii) the Company issued an aggregate of 15,999,000 ordinary shares to MADERIC and HFO.

The descriptions of the Sale and Purchase of Shares and Receivables Agreement and the Debt Conversion Agreement are qualified in their entirety by reference to the full text of each such agreement, forms of which were filed by the Issuer as Exhibit 10.1 and 10.2, respectively, to the Registration Statement on Form F-1, filed by the Issuer with the SEC on July 30, 2019, as amended (and is incorporated by reference herein as Exhibit 10.1 and 10.2, respectively).

Lock-Up Agreement by and among Aegis Capital Corp. and each of the Reporting Persons.

In connection with the Issuer’s initial public offering of up to 1,500,000 ordinary shares (the “Offering”), on December 6, 2019, Aegis Capital Corp., the representative of the underwriters in the Offering (“Aegis”) entered into lock-up agreements with, among others, MADERIC and HFO. The lock-up agreements provide that each signatory thereto, subject to certain exceptions, agrees not to sell, transfer or dispose of, directly or indirectly, any of the Ordinary Shares or securities convertible into or exercisable or exchangeable for the Ordinary Shares for a period of 180 days after the date of the final prospectus without the prior written consent of Aegis. This consent may be given at any time without public notice.

The description of the Lock-Up Agreement is qualified in its entirety by reference to the full text of such agreement, a form of which is filed herewith as exhibit 10.4.

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.