NewGenIvf Group (NIVF) leaders exercise options, report 2.8% Class B stake

Rhea-AI Filing Summary

NewGenIvf Group Ltd insiders Wing Fung Alfred Siu and Hei Yue Tina Fong filed Amendment No. 1 to update their Schedule 13D on the company’s Class B ordinary shares. As of June 4, 2026, they beneficially own 113,771 Class B shares, representing 2.8% of that class.

On May 4, 2026, each was granted options to acquire 56,851 Class B shares under the 2024 Share Incentive Plan. They exercised all 56,851 options each on June 4, 2026 at an exercise price of US$0.0001 per share, and the company issued fully paid Class B shares to them. They state that they hold these shares to retain control and have amended their Joint Filing Agreement to continue reporting jointly.

Key Figures

Class B shares owned: 113,771 shares Ownership percentage: 2.8% Options granted per person: 56,851 share options +5 more

8 metrics

Class B shares owned 113,771 shares Beneficially owned by each reporting person as of June 4, 2026

Ownership percentage 2.8% Percent of Class B ordinary shares represented by 113,771 shares

Options granted per person 56,851 share options Class B options granted on May 4, 2026 under 2024 Plan

Options exercised total 113,702 share options Total options exercised by both reporting persons on June 4, 2026

Exercise price US$0.0001 per share Exercise price for each Class B share option

Class A shares outstanding 3,912,518 shares Class A ordinary shares issued and outstanding as of June 4, 2026

Class B shares outstanding 113,771 shares Class B ordinary shares issued and outstanding as of June 4, 2026

Share options per person exercised 56,851 shares Class B ordinary shares issued to each reporting person on exercise

Key Terms

Schedule 13D, beneficially owned, share options, 2024 Share Incentive Plan, +2 more

6 terms

Schedule 13D regulatory

"This Amendment No. 1 amends and supplements the statement on originally filed..."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 113,771.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

share options financial

"each of the Reporting Person was granted share options to acquire 56,851 Class B ordinary shares"

Share options are contracts that give someone the right, but not the obligation, to buy a company’s stock at a predetermined price for a limited time—think of them like a coupon to purchase shares later at a set price. They matter to investors because when exercised they increase the number of outstanding shares (dilution), can change management incentives and company value, and represent a potential future claim on profits or equity.

2024 Share Incentive Plan financial

"under the Issuer's 2024 Share Incentive Plan for no consideration"

Joint Filing Agreement regulatory

"entered into an amendment to the Joint Filing Agreement originally dated April 10, 2024"

sole or shared power to vote financial

"has sole or shared power to vote or to direct the vote of and sole or shared power to dispose"

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Available on EDGAR 06/08/2026 - 06:18 AM Accepted by SEC EDGAR 06/08/2026 - 06:17 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

NewGenIvf Group Ltd

(Name of Issuer)

Class B ordinary shares, no par value

(Title of Class of Securities)

G0544E147

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G0544E147

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

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 113,771.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 113,771.00

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

CUSIP Number(s): G0544E147

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

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 113,771.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 113,771.00

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

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.

Wing Fung Alfred Siu

Signature:	/s/ Wing Fung Alfred Siu
Name/Title:	Wing Fung Alfred Siu
Date:	06/08/2026

Hei Yue Tina Fong

Signature:	/s/ Hei Yue Tina Fong
Name/Title:	Hei Yue Tina Fong
Date:	06/08/2026

FAQ

What ownership stake in NewGenIvf Group Ltd (NIVF) do Wing Fung Alfred Siu and Hei Yue Tina Fong report?

They report beneficial ownership of 113,771 Class B ordinary shares, representing 2.8% of that class. This figure is based on 3,912,518 Class A and 113,771 Class B shares outstanding as of June 4, 2026, according to the filing.

What share option grants did NewGenIvf Group Ltd (NIVF) insiders receive in 2026?

On May 4, 2026, each reporting person was granted share options to acquire 56,851 Class B ordinary shares under the 2024 Share Incentive Plan. These options were granted for no consideration and later exercised at a nominal exercise price per share.

At what price did NewGenIvf Group Ltd (NIVF) insiders exercise their share options?

Each reporting person exercised 56,851 share options at an exercise price of US$0.0001 per Class B ordinary share. Upon settlement via a debit to their directors’ current accounts and compliance with policies, the issuer allotted and issued fully paid shares on June 4, 2026.

Why do the NewGenIvf Group Ltd (NIVF) insiders say they hold their Class B shares?

The reporting persons state that they hold the Class B ordinary shares to retain control of the issuer. As long-serving directors and executives, they note their ability to influence corporate activities while also reserving the right to buy or sell shares over time.

What changes does Amendment No. 1 to the Schedule 13D for NewGenIvf Group Ltd (NIVF) make?

Amendment No. 1 updates identity and background information, describes the 2026 share option grants and exercises, restates beneficial ownership details, and adds an amendment to the Joint Filing Agreement so the two insiders continue to file Schedule 13D reports jointly.

What is the NewGenIvf Group Ltd (NIVF) 2024 Share Incentive Plan mentioned in the filing?

The 2024 Share Incentive Plan is the program under which each reporting person received options to acquire 56,851 Class B ordinary shares. The plan is referenced as Exhibit 8 to this amendment and was previously filed with the company’s Form 20-F annual report.