Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)*

Highway Holdings Limited

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

G4481U106

(CUSIP Number)

December 31, 2023

(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 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 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).

CUSIP No. G4481U106

Names of Reporting Persons.

I.R.S. Identification Nos. of Above Persons (entities only)

Peter J. Abrahamson

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨

(b) ¨

SEC Use Only

Citizenship or Place of Organization

United States of America

Number of Shares Beneficially Owned by Each Reporting Person With	5)	Sole Voting Power

		368,900
	6)	Shared Voting Power

		0
	7)	Sole Dispositive Power

		368,900
	8)	Shared Dispositive Power

		0

Aggregate Amount Beneficially Owned by Each Reporting Person

368,900

10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11)

Percent of Class Represented by Amount in Item 9

8.4%

12)

Type of Reporting Person (See Instructions)

ITEM 1.

(A)

NAME OF ISSUER

Highway Holdings Limited

(B)

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICE

Suite 1801 Level 18, Landmark North 39 Lung Sum Avenue

Sheung Shui

New Territories, Hong Kong

ITEM 2.

(A)

NAME OF PERSON FILING

Peter J. Abrahamson

(B)

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR IF NONE, RESIDENCE

24156 N. Coventry Ln

Lake Barrington, IL 60010-7334

(C)

CITIZENSHIP

United States of America

(D)

TITLE OF CLASS OF SECURITIES

Common Stock

(E)

CUSIP NUMBER

G4481U106

ITEM 3.

If this statement is filed pursuant to rule 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o)
(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c)
(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c)
(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
(e)	¨	An investment adviser in accordance with 240.13d- 1(b)(1)(ii)(E)
(f)	¨	An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F)
(g)	¨	A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G)
(h)	¨	A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
(j)	¨	Group, in accordance with section 240.13d-1(b)(1)(ii)(J)

ITEM 4.

OWNERSHIP

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned: 368,900

(b)

Percent of class: 8.4%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 368,900

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 368,900

(iv)

Shared power to dispose or to direct the disposition of: 0

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

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 ¨.

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

NOT APPLICABLE

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

NOT APPLICABLE

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

NOT APPLICABLE

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP

NOT APPLICABLE

ITEM 10.

CERTIFICATION

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.

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.