ITEM 1.01 Entry into a Material Definitive Agreement.
On November 19, 2021, Greenland Technologies Holding Corporation, a company
incorporated under the laws of the British Virgin Islands (the "Company"),
entered into an at the market offering agreement (the "ATM Agreement") with H.C.
Wainwright & Co., LLC ("Wainwright" or the "Sales Agent"), to create at an the
market equity program pursuant to which the Company may offer and sell, from
time to time, through or to the Sales Agent, the Company's ordinary shares, no
par value per share (the "ordinary shares"), having an aggregate gross offering
price of up to $7.72 million.
The Company is not obligated to sell any shares under the ATM Agreement. Subject
to the terms and conditions of the ATM Agreement, the Sales Agent will use
commercially reasonable efforts, consistent with its normal trading and sales
practices, applicable state and federal law, rules and regulations and the rules
of The Nasdaq Stock Market, to sell our ordinary shares from time to time based
upon the Company's instructions, including any price, time or size limits
specified by the Company. Upon delivery of a sales notice, and subject to the
Company's instructions in that notice, and the terms and conditions of the ATM
Agreement generally, the Sales Agent may sell the ordinary shares by any method
permitted by law deemed to be an "at the market offering" as defined by Rule
415(a)(4) promulgated under the Securities Act of 1933, as amended (the
"Securities Act"). The Company will pay the Sales Agent a placement fee of 3.0%
of the aggregate gross proceeds from each sale of ordinary shares. The Company
is making certain customary representations, warranties, and covenants in the
ATM Agreement and has also agreed to indemnify the Sales Agent against certain
liabilities, including liabilities under the Securities Act. The ATM Agreement
is not intended to provide any other factual information about the Company. The
representations, warranties, and covenants contained in the ATM Agreement are
made only for purposes of the ATM Agreement, including the allocation of risk
between the parties thereto and as of specific dates, are solely for the benefit
of the parties to the ATM Agreement, and may be subject to limitations agreed
upon by the parties thereto, including being qualified by confidential
disclosures exchanged between the parties in connection with the execution of
the ATM Agreement.
Ordinary shares will be offered under the Company's registration statement on
Form S-3 (File No. 333-256509), filed with the U.S. Securities and Exchange
Commission on May 26, 2021 and was declared effective on June 7, 2021 (the
"Registration Statement") and pursuant to a prospectus supplement to the
Registration Statement filed with the U.S. Securities and Exchange Commission on
November 19, 2021.
The foregoing description of the ATM Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the ATM
Agreement, a copy of which is attached hereto as Exhibit 10.1 and is
incorporated by reference herein. A copy of the opinion of Ogier, as special
British Virgin Islands counsel to the Company, regarding the legality of the
issuance and sale of ordinary shares under the ATM Agreement is attached hereto
as Exhibit 5.1 and is incorporated by reference herein.
This report shall not constitute an offer to sell or the solicitation to buy nor
shall there be any sale of the securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or jurisdiction.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
5.1 Opinion of Ogier
10.1 At the Market Offering Agreement by and between Greenland Technologies
Holding Corporation and H.C. Wainwright & Co., LLC, dated November 19,
2021
23.1 Consent of Ogier (included in Exhibit 5.1)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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