Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
Underwritten Follow-on Offering
On January 29, 2026, Greenland Technologies Holding
Corporation (the “Company”) closed an underwritten public offering of 5,083,330 units (the “Units”) at a public
offering price of $1.20 per Unit. Each Unit consisted of one ordinary share of the Company (each, an “ordinary share” and
collectively, the “ordinary shares”) and four-fifths of one warrant (each, a “warrant” and collectively, the “warrants”),
with each whole warrant exercisable for one ordinary share.
The ordinary shares and warrants included in the
Units were immediately separable and were issued separately in the offering. The warrants are immediately exercisable upon issuance, have
an exercise price of $1.20 per share, or by means of a zero price exercise, and will expire three years from the date of issuance. There
is no established trading market for the Units or the warrants, and the Company does not intend to list the Units or the warrants on any
securities exchange or other trading market.
The Units, the ordinary shares and warrants included
in the Units, and the ordinary shares underlying the Warrants have been registered under the Company’s registration statement on
Form S-1, as amended (File No. 333-292412) (the "Registration Statement"), which was declared effective by the U.S. Securities
and Exchange Commission (the "SEC") on January 26, 2026.
The gross proceeds from the offering were approximately
$6.1 million, before deducting underwriting discounts and other offering expenses payable by the Company. The Company intends to use the
net proceeds from the offering for working capital and general corporate purposes.
The offering was conducted pursuant to an underwriting
agreement, dated January 28, 2026 (the “Underwriting Agreement”), by and between the Company and Joseph Stone Capital, LLC,
as the sole underwriter for the offering. Copies of the form of each of the Underwriting Agreement and the warrant are attached hereto
as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference. The foregoing summaries of the terms of the Underwriting
Agreement and the warrants are subject to and qualified in their entirety by each such document.
On January 28, 2026, the Company issued a press
release announcing the pricing of the offering. On January 29, 2026, the Company issued a press release announcing the closing of the
offering. A copy of each of the press releases is attached hereto as Exhibit 99.1 and 99.2, respectively.
Item 5.07Item 5.07 - Submission of Matters to Vote
ITEM
5.07 Submission of Matters to a Vote of Security Holders
On January 30, 2026, the Company re-convened its
2025 annual general meeting of shareholders (the “2025 Annual General Meeting”), which was adjourned from December 29, 2025
due to a lack of quorum. At the adjourned 2025 Annual General Meeting, the shareholders of the Company adopted resolutions approving all
of the proposals considered at the 2025 Annual General Meeting. A total of 7,956,116 votes, representing 45.73% of the 17,394,226 votes
exercisable as of December 8, 2025, the record date, which constituted a quorum, were present in person or by proxy at the 2025 Annual
General Meeting. A quorum was present throughout the 2025 Annual General Meeting. The results of the votes were as follows:
To approve, as a Resolution of Members, the adoption of new Memorandum of Association and new Articles of Association in the form presented to the meeting and annexed as Annex A to the definitive proxy statement on Schedule 14A, filed by the Company with the SEC on December 8, 2025 (the “New M&A Adoption Proposal”).
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Resolution For Against Abstain
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New M&A Adoption Proposal 7,656,594 278,557 20,965
Percentage of Voted Shares: 96.49% 3.51%
To approve, as a Resolution of Members, the implementation of a dual class structure to the ordinary shares in the Company, under which the ordinary shares of no par value in the Company (the “ordinary shares”) will be re-designated (the “Re-designation”) into class A ordinary shares of no par value which will carry one vote each (the “Class A Ordinary Shares”) and class B ordinary shares of no par value which will carry 25 votes per share (the “Class B Ordinary Shares”) in accordance wit...
Resolution For Against Abstain
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Share Capital Reorganization Proposal 7,610,002 325,095 21,019
Percentage of Voted Shares: 95.90% 4.10%
To approve, as a Resolution of Members, that each of the issued ordinary shares held by Trendway Capital Limited be reclassified as Class B Ordinary Shares and the remaining outstanding ordinary shares be reclassified as Class A Ordinary Shares (the “Share Re-classification Proposal”).
Resolution For Against Abstain
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Share Re-classification Proposal 7,620,691 314,660 20,765
Percentage of Voted Shares: 96.03% 3.97%
To approve, as a Resolution of Members, the appointment of each of Peter Zuguang Wang and Bo (Frank) Shen (the “Director Nominees” and each, a “Director Nominee”) as a Class II director, as defined in the Articles of Association of the Company (the “Articles”), to hold office for a term expiring at the Company’s second annual general meeting following their election in accordance with regulation 9.2 of the Articles (the “Director Election Proposal”).
Resolution For Against Abstain
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Election of Peter Zuguang Wang 7,807,473 125,982 22,661
Percentage of Voted Shares: 98.41% 1.59%
Resolution For Against Abstain
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Election of Bo (Frank) Shen 7,747,382 184,323 24,411
Percentage of Voted Shares: 97.68% 2.32%
To confirm, ratify and approve, as a Resolution of Members, the appointment of Enrome LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 pursuant to regulation 20.6(a) of the Articles (the “Auditor Ratification Proposal”).
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Resolution For Against Abstain
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Auditor Ratification Proposal 7,906,694 34,764 14,658
Percentage of Voted Shares: 99.56% 0.44%
To approve, as a Resolution of Members, for the chairperson of the Meeting (the “Chairperson”) to adjourn the Meeting to a later date, if necessary for the purpose of soliciting additional proxies in favor of the foregoing resolutions and/or in the event that the Company does not receive the requisite majorities to approve the same in accordance with regulation 8.15 of the Articles (the “Adjournment Proposal”).
Resolution For Against Abstain
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Adjournment Proposal 7,665,337 268,661 22,118
Percentage of Voted Shares: 96.61% 3.39%