SEC Form SC 13G filed by NewGenIvf Group Limited

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

NewGenIvf Group Limited

(Name of Issuer)

Class A Ordinary Shares, no par value per share

(Title of Class of Securities)

G0544E105

(CUSIP Number)

April 3, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

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).

*See Item 4 for additional information.

*See Item 4 for additional information.

*See Item 4 for additional information.

NewGenIvf Group Limited (the “Issuer”).

13/F, PS Tower, Sukhumvit 21 RD (Asoke)

Bangkok, Thailand, 0000

This Statement is being filed jointly on behalf of the following persons (collectively, the “Reporting Persons”):

The principal business address of Mr. Grossman is 1 East Putman Avenue, 4th Floor, Greenwich, CT 06830. The principal business address of each of CCM and Mr. Urbach is One Pennsylvania Plaza, Suite 4800, New York, NY 10119.

Class A Ordinary Shares, no par value per share

.

G0544E105

Not applicable.

As reported in the cover pages to this report, the ownership information with respect to CCM is as follows:

(a) Amount Beneficially Owned: 1,569,000*

(b) Percent of Class: 15.5%*

(c) Number of Shares as to which such person has:

(i) Sole power to vote or to direct the vote: 1,569,000*

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 1,569,000*

(iv) Shared power to dispose or to direct the disposition of: 0

As reported in the cover pages to this report, the ownership information with respect to Mr. Grossman is as follows:

(a) Amount Beneficially Owned: 1,569,000*

(b) Percent of Class: 15.5%*

(c) Number of Shares as to which such person has:

(i) Sole power to vote or to direct the vote: 1,569,000*

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 1,569,000*

(iv) Shared power to dispose or to direct the disposition of: 0

As reported in the cover pages to this report, the ownership information with respect to Mr. Urbach is as follows:

(a) Amount Beneficially Owned: 1,569,000*

(b) Percent of Class: 15.5%*

(c) Number of Shares as to which such person has:

(i) Sole power to vote or to direct the vote: 1,569,000*

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 1,569,000*

(iv) Shared power to dispose or to direct the disposition of: 0

*As of April 3, 2024, CCM held 1,569,000 Class A Ordinary Shares (the “Ordinary Shares”) of the Issuer. Each of Jonas Grossman and Steven Urbach, in their capacities as managers of CCM, has voting and investment discretion with respect to the Ordinary Shares held directly by CCM. As a result, each of Mr. Grossman and Mr. Urbach may be deemed to beneficially own the 1,569,000 Ordinary Shares held directly by CCM, representing approximately 15.5% of the outstanding Ordinary Shares as of April 3, 2024.

Ownership percentages are based on an aggregate of 10,149,386 Ordinary Shares issued and outstanding on April 3, 2024, as reported in the Issuer’s Form 20-F filled with the Securities and Exchange Commission on April 9, 2024.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐

Not applicable.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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 each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 13, 2024