Item 1.01. Entry into a Material Definitive Agreement.



On December 30, 2021, HF Foods Group Inc. ("HF Group" or the "Company"), its
wholly-owned subsidiary, B&R Global Holdings, Inc. ("B&R Global"), and certain
of the wholly-owned subsidiaries and affiliates of the Company (collectively
with the Company, the "Borrowers"), as borrowers, and certain material
subsidiaries of the Company as guarantors, entered into a Consent, Waiver,
Joinder and Amendment No. 3 to Second Amended and Restated Credit Agreement (the
"Third Amendment") with JPMorgan Chase Bank, N.A. ("JPMorgan"), as
Administrative Agent, and certain lender parties thereto, including Comerica
Bank. The Second Amended and Restated Credit Agreement (the "Existing Credit
Agreement") as amended, provides a $100 million asset-secured revolving credit
facility (the "Facility") and (b) mortgage-secured Term Loans of $75.6 million.
The Third Amendment revises the Existing Credit Agreement to (a) amend the
reference interest rate from 1 month LIBOR plus a fixed spread to 1 month SOFR
plus the same spread plus a credit adjustment.; (b) consent to the Great Wall
Transaction described in greater detail in Item 2.01 of this Current Report on
Form 8-K; (c) permit a one-time, non-formula over-advance of $10,000,000 from
the Facility to fund in part the closing cash consideration paid to the Sellers
in the Great Wall Transaction and (d) add the Company's recently-formed indirect
subsidiaries, Great Wall Seafood IL, L.L.C., and Great Wall Seafood TX, L.L.C.
(the "New Great Wall Subsidiaries") as capital borrowers under the Existing
Credit Agreement and pledge the assets of New Great Wall Subsidiaries to secure
the obligations of the Company and its subsidiaries under the Existing Credit
Agreement. The terms of the Existing Credit Agreement were previously reported
in the Company's Report on Form 8-K filed January 21, 2020, and those
disclosures are incorporated by reference in this Current Report on Form 8-K.

Neither the Company nor any of its affiliates has any material relationship with
any of the other parties to the Existing Credit Agreement, except for (i) the
Company's previous credit facilities, with respect to which certain of the other
parties to the Existing Credit Agreement (and their respective affiliates) were
lenders and (ii) commercial banking, investment banking, underwriting, trust and
other financial advisory services provided (or to be provided) to the Company
and its subsidiaries by certain of the lenders under the Existing Credit
Agreement (and their respective affiliates), for which they have received (or
will receive) customary fees and expenses.

The disclosure set forth below under Item 2.01 of this Current Report on Form
8-K is incorporated by reference in this Item 1.01. The foregoing description of
the Third Amendment does not purport to be complete and is qualified in its
entirety by reference to the full text of the Third Amendment, which is filed as
Exhibit 10.1 hereto and incorporated by reference herein.
Item 2.01. Completion of Acquisition of Disposition of Assets.

On December 30, 2021, the Company's New Great Wall Subsidiaries executed and
completed an agreement dated December 30, 2021 (the "Asset Purchase Agreement"),
to purchase from Great Wall Seafood Supply, Inc., a Texas corporation , (ii)
Great Wall Restaurant Supplier, Inc., an Ohio corporation , and (iii) First Mart
Inc., an Illinois corporation (collectively the "Great Wall Group" or
"Sellers"), substantially all of the operating assets of the Great Wall Group's
seafood and restaurant products sales, marketing, and distribution businesses
(the "Great Wall Transaction"). The aggregate price for the purchased assets is
$44,000,000.00, with $30,800,000 paid to Great Wall Group in cash at closing and
the issuance to Great Wall Group of 1,792,981 shares of common stock of the
Company, valued for purposes of the transaction at a share price equaling
$13,200,000, or $7.36 per share. In addition to the closing cash payment, the
Company's New Great Wall Subsidiaries separately acquired all of the Sellers'
saleable product inventory, at the Sellers' cost therefor (valued at
$24,416,616), subject to adjustments for post-closing physical inventory counts.

Following the acquisition, the Company expects to operate Sellers' business
assets, based in the Chicago and Dallas metro areas, to serve Sellers' customers
throughout the central United States. Great Wall Group will provide services to
the New Great Wall Subsidiaries for not less than 60 days following the closing
to support the transition of business operations.

The Company funded the cash consideration under the Great Wall Transaction with available cash on hand and drawn from the J.P. Morgan Facility.



The foregoing description of the Asset Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Asset Purchase Agreement, which is filed as Exhibit 10.2 hereto and incorporated
by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information required by Item 2.03 is set forth in Item 1.01 above, which is incorporated by reference herein.

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Item 3.02. Unregistered Sales of Equity Securities.



Pursuant to the Asset Purchase Agreement, the Great Wall Group received, as part
of the consideration for the asset purchase, an aggregate of 1,792,981 shares of
HF Group common stock at the closing of the Asset Purchase Agreement as
described in Item 2.01, above. The securities were issued pursuant to Section
4(a)(2) of the Securities Act of 1933, as amended, as the Great Wall Transaction
did not involve a public offering. No fees were paid to any third parties in
connection with the issuance of the shares.

Item 8.01. Other Events.



On January 4, 2022, HF Group issued a press release announcing the completion of
the Great Wall Transaction, a copy of which is attached as Exhibit 99.1 to this
Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits

(d) Exhibits
Exhibit Number               Description
  10.1                         Consent, Waiver, Joinder and Amendment No. 3 to Second Amended and
                             Restated Credit Agreement by and among HF

Foods Group Inc., B&R Global

Holdings, Inc. and certain of the wholly-owned

subsidiaries and affiliates


                             of the Company, including Great Wall Seafood

IL, L.L.C., and Great Wall

Seafood TX, L.L.C., as borrowers, JPMorgan

Chase Bank, N.A. as


                             Administrative Agent, and certain lender

parties thereto, including

Comerica Bank, dated December 30, 2021
  10.2                         Asset Purchase Agreement by and among

Great Wall Seafood Supply,


                             Inc., Great Wall Restaurant Supplier, Inc.,

First Mart Inc., Great

Wall Seafood IL, L.L.C., Great Wall Seafood

TX, L.L.C., Bo Chuan Wong and

Qiu Xian Li, dated December 30, 2021
  99.1                         Press Release, January 4, 2022

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