Statement of Ownership (sc 13g)
06 Fevereiro 2023 - 5:53PM
Edgar (US Regulatory)
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
| |
| SCHEDULE 13G |
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| Under the Securities Exchange Act of 1934 |
| (Amendment No. )* |
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|
Huadi International
Group Co., Ltd. |
| (Name of Issuer) |
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|
Ordinary Shares,
$0.0002 par value |
| (Title of Class of Securities) |
| |
|
G4645E105 |
| (CUSIP Number) |
| |
|
December 31, 2022 |
| (Date of Event Which Requires Filing of this Statement) |
| |
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| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| |
| ý |
Rule 13d-1(b) |
| ¨ |
Rule 13d-1(c) |
| ¨ |
Rule 13d-1(d) |
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| (Page 1 of 8 Pages) |
______________________________
*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 the disclosures provided in a prior cover page.
The information required in 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).
| 1 |
NAME OF REPORTING PERSON
Hudson Bay Capital Management LP |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
1,250,000 Ordinary Shares issuable upon exercise of purchase
rights |
| 7 |
SOLE DISPOSITIVE POWER
0 |
| 8 |
SHARED DISPOSITIVE POWER
1,250,000 Ordinary Shares issuable upon exercise of purchase
rights |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,250,000 Ordinary Shares issuable upon exercise of purchase
rights |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.07% |
| 12 |
TYPE OF REPORTING PERSON
PN |
| |
|
|
|
|
| 1 |
NAME OF REPORTING PERSON
Sander Gerber |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
1,250,000 Ordinary Shares issuable upon exercise of purchase
rights |
| 7 |
SOLE DISPOSITIVE POWER
0 |
| 8 |
SHARED DISPOSITIVE POWER
1,250,000 Ordinary Shares issuable upon exercise of purchase
rights |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,250,000 Ordinary Shares issuable upon exercise of purchase
rights |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.07% |
| 12 |
TYPE OF REPORTING PERSON
IN |
| |
|
|
|
|
| Item 1(a). |
NAME OF ISSUER: |
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|
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The name of the issuer is Huadi International Group Co., Ltd., a Cayman Islands company (the “Company”). |
| Item 1(b). |
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: |
| |
|
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The Company's principal executive offices are located at No. 1688 Tianzhong Street, Longwan District, Wenzhou, Zhejiang Province, People’s Republic of China 325025. |
| Item 2(a). |
NAME OF PERSON FILING: |
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|
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This statement is filed by Hudson Bay Capital Management LP (the “Investment Manager”) and Mr. Sander Gerber (“Mr. Gerber”), who are collectively referred to herein as “Reporting Persons.” |
| Item 2(b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
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|
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The address of the business office of each of the Reporting Persons is 28 Havemeyer Place, 2nd Floor, Greenwich, CT 06830. |
| Item 2(c). |
CITIZENSHIP: |
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|
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The Investment Manager is a Delaware limited partnership. Mr. Gerber is a United States citizen. |
| Item 2(d). |
TITLE OF CLASS OF SECURITIES: |
| |
|
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Ordinary Shares, $0.0002 par value (the “Ordinary Shares”). |
| Item 2(e). |
CUSIP NUMBER: |
| |
|
| |
G4645E105 |
| Item 3. |
IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
| |
|
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(a) |
¨ |
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
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(b) |
¨ |
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
¨ |
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) |
¨ |
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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(e) |
ý |
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
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(f) |
¨ |
Employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
|
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(g) |
ý |
Parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G); |
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(h) |
¨ |
Savings association as defined in Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813);
|
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(i) |
¨ |
Church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
|
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(j) |
¨ |
Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
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(k) |
¨ |
Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
please
specify
the type of institution: |
| Item 4. |
OWNERSHIP |
| |
|
| |
The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. |
| |
|
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The percentages used in this Schedule 13G are calculated
based upon 14,239,182 Ordinary Shares outstanding, as reported in the Company's Prospectus filed pursuant to Rule 424(b)(5) with the Securities
and Exchange Commission on November 8, 2022, after giving effect to the completion of the offering, as described therein, and assumes
the exercise of the reported purchase rights.
The Investment Manager serves as
the investment manager to Hudson Bay Master Fund Ltd., in whose name the securities reported herein are held. As such, the Investment
Manager may be deemed to be the beneficial owner of all securities held by Hudson Bay Master Fund Ltd. Mr. Gerber serves as the managing
member of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager. Mr. Gerber disclaims beneficial ownership
of these securities. |
| Item 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. |
| |
|
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Not applicable. |
| Item 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
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|
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See Item 4. |
| Item 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
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|
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Not applicable. |
| Item 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
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|
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Not applicable. |
| Item 9. |
NOTICE OF DISSOLUTION OF GROUP. |
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|
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Not applicable. |
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Each of the Reporting Persons hereby makes the following certification: |
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|
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By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
SIGNATURES
After reasonable inquiry
and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
DATE: February 6, 2023
| HUDSON BAY CAPITAL MANAGEMENT LP |
|
|
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| By: /s/ Sander Gerber |
|
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| Name: Sander Gerber |
|
|
| Title: Authorized Signatory |
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| /s/ Sander Gerber |
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| SANDER GERBER |
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EXHIBIT I
JOINT FILING AGREEMENT
The undersigned acknowledge and
agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to
this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing
agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and
accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information
is inaccurate.
DATE: February 6, 2023
| HUDSON BAY CAPITAL MANAGEMENT LP |
|
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|
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|
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| By: /s/ Sander Gerber |
|
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| Name: Sander Gerber |
|
|
| Title: Authorized Signatory |
|
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|
|
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|
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| /s/ Sander Gerber |
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| SANDER GERBER |
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