SC 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

Indonesia Energy Corporation Limited

(Name of Issuer)

Common Stock, $0.00267 par value

(Title of Class of Securities)

G4760X 102

(CUSIP Number)

C/O James Huang

Dea Tower I, 11^th Floor, Suite 1103

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

Jakarta 12950, Indonesia

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

December 19, 2019

(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

1	Names of Reporting Person. HFO Investment Group Limited
2	Check the Appropriate Box if a Member of a Group (a)  ¨ (b)  ¨
3	SEC Use Only
4	Source of Funds (See Instructions) WC
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization British Virgin Islands

Number of  Shares Beneficially Owned by  Each  Reporting  Person With	7	Sole Voting Power 777,778
	8	Shared Voting Power (see Item 5 below) 0
	9	Sole Dispositive Power 777,778 (1)
	10	Shared Dispositive Power (see Item 5 below) 0

11	Aggregate Amount Beneficially Owned by Each Reporting Person 777,778
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 10.56% (2)
14	Type of Reporting Person OO

CUSIP No. G4760X 102

1	Names of Reporting Person. Wan-Yu Huang
2	Check the Appropriate Box if a Member of a Group (a)  ¨ (b)  ¨
3	SEC Use Only
4	Source of Funds (See Instructions) PF
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization Jakarta, Indonesia

Number of  Shares Beneficially Owned by  Each  Reporting  Person With	7	Sole Voting Power 777,778 (1)
	8	Shared Voting Power (see Item 5 below) 0
	9	Sole Dispositive Power 777,778 (1)
	10	Shared Dispositive Power (see Item 5 below) 0

11	Aggregate Amount Beneficially Owned by Each Reporting Person 777,778
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 10.56% (2)
14	Type of Reporting Person IN

(1)	Represents 777,778 shares held by HFO Investment Group Limited (“HFO”). 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.
(2)	Based on a total of 7,363,637 Ordinary Shares issued and outstanding as of December 19, 2019 as reported by the Issuer in its registration statement on Form F-1, filed by the Issuer with the SEC on July 30, 2019.

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.

Item 1. Security and Issuer

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

Item 2. Identity and Background

(a)	This statement is filed by:
	HFO, which is the holder of record of approximately 10.56% of the issued and outstanding Ordinary Shares, outstanding as of December 19, 2019, as 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 July 30, 2019; and Wan Yu-Huang, who is the director of HFO and has voting and dispositive control over the shares held by HFO.
(b)	The business address for each Reporting Person is as follows: c/o Wan-Yu Huang Dea Tower I, 11th Floor, Suite 1103 Jl. Mega Kuningan Barat Kav. E4.3 No. 1-2 Jakarta 12950, Indonesia
(c)	Present Principal Occupation or Employment:
	For HFO: Not applicable
	For Wan Yu-Huang: Financial controller of investment company.

(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.

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

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.

Item 4. Purpose of the Transaction

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.

Item 5. Interest in Securities of the Issuer

(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
a)		Amount beneficially owned: 777,778	Percentage: 10.56%
b)		Number of shares to which the Reporting Person has:
	i.	Sole power to vote or to direct the vote:	777,778
	ii.	Shared power to vote or to direct the vote:	0
	iii.	Sole power to dispose or to direct the disposition of:	777,778
	iv.	Shared power to dispose or to direct the disposition of:	0
HFO Investment Group Limited
a)		Amount beneficially owned: 777,778	Percentage: 10.56%
b)		Number of shares to which the Reporting Person has:
	i.	Sole power to vote or to direct the vote:	777,778
	ii.	Shared power to vote or to direct the vote:	0
	iii.	Sole power to dispose or to direct the disposition of:	777,778
	iv.	Shared power to dispose or to direct the disposition of:	0

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

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.

Item 7. Material to be Filed as Exhibits

Exhibit 10.1	Sale and Purchase of Shares and Receivables Agreement, dated June 30, 2018, by and between the Registrant, Maderic Holding Limited, HFO Investment Group Limited, Opera Cove International Limited and WJ Energy Group Limited (incorporated by reference to Exhibit 10.1 to the Issuer’s Registration statement on Form F-1 (File No. 333-232894)
Exhibit 10.2	Debt Conversion Agreement, dated June 30, 2018, by and between the Registrant, Maderic Holding Limited and HFO Investment Group Limited. (Incorporated by reference to Exhibit 10.2 to the Issuer’s Registration statement on Form F-1 (File No. 333-232894).
Exhibit 10.3	Debt Acknowledgement Note, dated June 30, 2018 (HFO Investment Group) (incorporated by reference to Exhibit 10.4 to the Issuer’s Registration statement on Form F-1 (File No. 333-232894).
Exhibit 10.4	Form of Lock-Up Agreement, by and among Aegis Capital Corp. and the Signatories thereto.
Exhibit 99.1	Joint Filing Agreement, by and among the Reporting Persons.

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.

Date: December 31, 2019	HFO Investment Group Limited
	By:	/s/ Wan Yu-Huang
		Name: Wan Yu-Huang
		Title: Director
Date: December 31, 2019		/s/ Wan Yu-Huang
		Wan Yu-Huang

EX-10.4

Exhibit 10.4

Lock-Up Agreement

Aegis Capital Corp.

810 Seventh Avenue, 18^th Floor

New York, New York 10019

Ladies and Gentlemen:

The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement “) with Indonesia Energy Corporation Limited, a Cayman Islands exempted company with limited liability (the “Company”), providing for the initial public offering (the “Public Offering”) of ordinary shares (the “Shares”), par value $0.001 per share (the “Ordinary Shares”) of the Company.

To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date of the Underwriting Agreement and ending one hundred eighty (180) days after such date (the “Lock-Up Period”): (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy, pursuant to valid decree of divorce or to a family member or trust for the benefit of a family member (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; or (d) if the undersigned, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers of Lock-Up Securities to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) or (d), (i) it shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this lock-up agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period; and (iii) the undersigned notifies the Representative at least two (2) business days prior to the proposed transfer or disposition.

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In addition, the foregoing restrictions shall not apply to (i) the exercise of stock options granted pursuant to the Company’s equity incentive plans or to any of the undersigned’s Ordinary Shares issued upon such exercise, (ii) exercise of warrants; provided that it shall apply to any of the undersigned’s Ordinary Shares issued upon such exercise, or (iii) pursuant to an existing contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act, (iv) the establishment of any new Plan; provided that no sales of the undersigned’s Ordinary Shares shall be made pursuant to such new Plan prior to the expiration of the Lock-Up Period (as such may have been extended pursuant to the provisions hereof), and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Securities and Exchange Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the undersigned, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the undersigned, the Company or any other person, prior to the expiration of the Lock-Up Period (as such may have been extended pursuant to the provisions hereof).

The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s securities subject to this this lock-up agreement except in compliance with this this lock-up agreement.

If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any Shares that the undersigned may purchase in the Public Offering; (ii) the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver; and (iii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such transfer.

The undersigned understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

The undersigned understands that, if the Underwriting Agreement is not executed by January 31, 2020, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect.

Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative. The undersigned acknowledges that no assurances are given by the Company or the Representative that any Public Offering will be consummated.

This lock-up agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

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Very truly yours,

(Name - Please Print)

(Signature)

(Name of Signatory, in the case of entities - Please Print)

(Title of Signatory, in the case of entities - Please Print)

Address:

Email:

Date:

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EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

AGREEMENT dated as of December 31, 2019 by and between HFO Investment Group Limited, a British Virgin Islands company and Wan-Yu Huang (together, the “Parties”).

Each Party hereto represents to the other Party that it is eligible to use Schedule 13D to report its beneficial ownership of common stock, $0.00267 par value per share, of Indonesia Energy Corporation Limited. Each Party hereto agrees that the Schedule 13D, dated December 31, 2019, relating to such beneficial ownership, is filed on behalf of each of them.

Each of the Parties agrees to be responsible for the timely filing of the Schedule 13D and any and all amendments thereto and for the completeness and accuracy of the information concerning itself contained in the Schedule 13D, and the other Party to the extent it knows or has reason to believe that any information about the other Party is inaccurate.

Date: December 31, 2019	HFO Investment Group Limited By: HFO Investment Group Limited, its Managing Member
	By:	/s/ Wan Yu-Huang
		Name:  Wan Yu-Huang
		Title: Director
Date: December 31, 2019		/s/ Wan Yu-Huang
		Name: Wan Yu-Huang