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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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NewGenIvf Group Ltd (Name of Issuer) |
Class B ordinary shares, no par value (Title of Class of Securities) |
(CUSIP Number) |
Wing Fung Alfred Siu 1/f, Pier 2, Central, Hong Kong, K3, 999077 852 2861 1666 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/04/2026 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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 otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Wing Fung Alfred Siu | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
113,771.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Consists of 56,881 Class B ordinary shares held by Wing Fung Alfred Siu and 56,890 Class B ordinary shares held by Mr. Siu's spouse, Hei Yue Tina Fong, as of June 4, 2026. Mr. Siu and Ms. Fong share voting and dispositive power with respect to such shares.
(2) Percentage is calculated based on 3,912,518 Class A ordinary shares and 113,771 Class B ordinary shares issued and outstanding as of June 4, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Hei Yue Tina Fong | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
113,771.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Consists of 56,881Class B ordinary shares held by Wing Fung Alfred Siu and 56,890 Class B ordinary shares held by Mr. Siu's spouse, Hei Yue Tina Fong, as of June 4, 2026. Mr. Siu and Ms. Fong share voting and dispositive power with respect to such shares.
(2) Percentage is calculated based on 3,912,518 Class A ordinary shares and 113,771 Class B ordinary shares issued and outstanding as of June 4, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class B ordinary shares, no par value | |
| (b) | Name of Issuer:
NewGenIvf Group Ltd | |
| (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. 1 (this "Amendment No.1") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on April 10, 2024 (the "Statement") and is filed on behalf of Wing Fung Alfred Siu and Hei Yue Tina Fong (former name Wai Lam Tina Fong). Each of the foregoing is a "Reporting Person" and collectively, the "Reporting Persons". This Amendment No. 1 relates to the Class B ordinary shares of the Issuer. Capitalized terms used herein without definition in this Amendment No. 1 shall have the meaning set forth in the Statement. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2 of the Statement is hereby amended and restated as follows:
(1) Wing Fung Alfred Siu, a citizen of United Kingdom and Hong Kong, China. The business address of Mr. Siu is 1/F, Pier 2, Central, Hong Kong. Mr. Siu is the Chairman and Chief Executive Officer of the Issuer; and
(2) Hei Yue Tina Fong (former name Wai Lam Tina Fong), a citizen of United Kingdom and Hong Kong, China. The business address of Ms. Fong is 1/F, Pier 2, Central, Hong Kong. Ms. Fong is a Director and Chief Marketing Officer of the Issuer. Ms. Fong is Mr. Siu's spouse.
Each of the Reporting Persons is party to that certain amendment to the Joint Filing Agreement originally dated April 10, 2024, as further described and defined in Item 6 below. Accordingly, the Reporting Persons are hereby jointly filing this Amendment No. 1.
During the last five years, no Reporting Person has been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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. | |
| 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 May 4, 2026, each of the Reporting Person was granted share options to acquire 56,851 Class B ordinary shares of the Issuer under the Issuer's 2024 Share Incentive Plan for no consideration. On June 4, 2026, the Reporting Persons provided formal notices of their exercise of 56,851 share options each, totaling 113,702 share options as accelerated in accordance with the Board resolution passed on May 26, 2026, 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 56,851 Class B ordinary shares, fully paid and non-assessable on June 4, 2026.
The Issuer's 2024 Share Incentive Plan is attached hereto as exhibit 8 to this Amendment No. 1 and is incorporated herein by reference. | ||
| 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 director 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.1 (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.1 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.1 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.1, 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.1. | |
| (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.1. | |
| (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 June 8, 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.1 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 June 8, 2026
* Filed herewith | ||
| 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.
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Exhibit 10
AMENDMENT TO JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of an amendment No.1 to the Statement on Schedule 13D originally filed with the Securities and Exchange Commission on April 10, 2024 (the “Amendment No.1”) (including any and all amendments thereto) with respect to the ordinary shares, no par value, of NewGenIvf Group Limited, a British Virgin Islands company, and further agree that this amendment to the Joint Filing Agreement originally dated April 10, 2024 shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Amendment No.1 and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This amendment to the Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this agreement as of June 8, 2026.
| Wing Fung Alfred Siu | ||
| By: | /s/ Wing Fung Alfred Siu | |
| Hei Yue Tina Fong (former name Wai Lam Tina Fong) | ||
| By: | /s/ Hei Yue Tina Fong | |