Current Report Filing (8-k)
October 25 2019 - 5:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October
24, 2019
Greenland
Technologies Holding Corporation
(Exact name of registrant as specified in its
charter)
British Virgin Islands
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001-38605
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N/A
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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11-F, Building #12, Sunking Plaza, Gaojiao Road
Hangzhou, Zhejiang, People’s Republic
of China 311122
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(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (86) 010-53607082
Greenland Acquisition
Corporation
Suite 906, Tower W1, Oriental Plaza
No. 1 East Chang’an Street, Dongcheng District
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Beijing, People’s Republic of China 100006
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(Former name or
former address, if changed since last report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b)
of the Act:
Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Ordinary shares, no par value
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GLAC
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The NASDAQ Stock Market LLC
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Warrants to purchase one-half of one ordinary share
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GLACW
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The NASDAQ Stock Market LLC
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Rights to receive one-tenth (1/10) of one ordinary share
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GLACR
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The NASDAQ Stock Market LLC
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Units, each consisting of one ordinary share, one right and one warrant
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GLACU
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The NASDAQ Stock Market LLC
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As previously reported
on a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) on July 12, 2019 by
Greenland Acquisition Corporation, a business company with limited liability incorporated under the laws of the British Virgin
Islands (“Greenland”), Greenland entered into a share exchange agreement (the “Share Exchange Agreement”)
with Zhongchai Holding (Hong Kong) Limited, a company incorporated under the laws of Hong Kong (“Zhongchai Holding”),
Greenland Asset Management Corporation, a British Virgin Islands company with limited liability, in the capacity thereunder as
the purchaser representative, and Cenntro Holding Limited, the sole member of Zhongchai Holding (the “Zhongchai Equity Holder”),
pursuant to which, among other things and subject to the terms and conditions contained therein, Greenland agreed to acquire all
of the outstanding capital stock of Zhongchai Holding through a share exchange, with Zhongchai Holding becoming a direct wholly
owned subsidiary of Greenland (the “Business Combination”).
On October 24, 2019, at
a special meeting of the shareholders of Greenland in lieu of an annual meeting (the “Special Meeting”), the shareholders
of Greenland approved the Business Combination as well as the other proposals presented at the Special Meeting.
On October 24, 2019, following
the Special Meeting, Greenland and Zhongchai Holding announced the consummation (the “Closing”) of the Business Combination.
In connection with the Closing, Greenland changed its name to Greenland Technologies Holding Corporation.
A copy of the press release
announcing the Closing is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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GREENLAND TECHNOLOGIES HOLDING CORPORATION
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Dated: October 24, 2019
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By:
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/s/ Raymond Z. Wang
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Name:
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Raymond Z. Wang
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Title:
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Chief Executive Officer and President
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