6-K

UNITED STATES

SECURITIES AND EXCHANGECOMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16OR 15d-16 OF THE

SECURITIES EXCHANGE ACTOF 1934

For the month of May 2021

Commission File Number 001-39564

MINGZHU LOGISTICS HOLDINGS, LTD.

(Translation of registrant’s name into English)

27F, Yantian Modern Industry Service Center

No. 3018 Shanyan Road, Yantian District

Shenzhen, Guangdong, China 518081

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒  Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐  No ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-______.

On May 19, 2021, MingZhu Logistics Limited (the “Company”) received a letter from the Nasdaq Listing Qualifications Staff of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, the Company was no longer in compliance Nasdaq Listing Rule 5250(c)(1) (the “Rules”) for not timely filing its annual report on Form 20-F for the year ended December 31, 2020. The Company has 60 calendar days to submit a plan to regain compliance with the Rules. If accepted, the Company will be granted up to 180 calendar days from the Form 20-F’s due date or until November 15, 2021, to regain compliance. The notification has no immediate effect on the listing of the Company’s common stock on the Nasdaq Global Market.

The Company intends to complete preparation of its financial statements and review them with new auditors shortly and will file its Form 20-F as soon as is practical.

A copy of the Company’s press release is annexed hereto and furnished as Exhibit 99.1.

SIGNATURES

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, thereunto duly authorized.

MINGZHU LOGISITICS HOLDINGS., LTD.

(Registrant)

Date: May 20, 2021

1

EXHIBITINDEX

2

Exhibit 99.1

MingZhu Logistics Receives Notification of Deficiencyfrom

Nasdaq Related to Delayed Filing of Annual Reporton Form 20-F

SHENZHEN, May 19, 2021 – MingZhu Logistics Holdings Limited ("MingZhu" or the "Company") (NASDAQ: YGMZ), an elite provider of logistics and transportation services to businesses, today announced today announced it has received a notice of non-compliance from Nasdaq stating that, as a result of not having timely filed its annual report on Form 20-F for the year ended December 31, 2020, MingZhu is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of periodic financial reports with the Securities and Exchange Commission. This notice has no immediate effect on the listing or trading of Mingzhu’s shares on the Nasdaq.

Under Nasdaq’s listing rules, the Company has 60 calendar days from the date of the notice to submit a plan to regain compliance. If the plan is accepted by Nasdaq, the Company can be granted up to 180 calendar days from the Form 20-F’s due date, or until November 15, 2021, to regain compliance.

MingZhu expects to file its Form 20-F or submit a plan to regain compliance within the timeline prescribed by Nasdaq.

In the Company’s May 17, 2021 press release, it noted that, “In light of the change in its auditor, the Company will not be filing its Form 20-F by its require filing date of May 17, 2021. The Company expects to complete preparation of its financial statements and review them with the new auditors shortly and will complete its Form 20-F filing as soon as is practical.”

About MingZhu Logistics Holdings Limited (NASDAQ: YGMZ)

Founded in 2002, NASDAQ listed, Shenzhen, China based, MingZhu is 4A-grade trucking services provider, offering both network density and broad geographic coverage to meet customers' diverse transportation needs. The Company operates two regional terminals in Guangdong Province and Xinjiang Autonomous Region, respectively, with both self-own fleets of tractors and trailers and subcontractors' fleets. More information about MingZhu can be found at: www.szygmz.com/en/

Safe Harbor Statement

This press release contains forward-lookingstatements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerningplans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other thanstatements of historical facts. When the Company uses words such as "may, "will, "intend," "should," "believe,""expect," "anticipate," "project," "estimate" or similar expressions that do not relate solelyto historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance andinvolve risks and uncertainties that may cause the actual results to differ materially from the Company's expectations discussed in theforward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following: theCompany's goals and strategies; the Company's future business development; product and service demand and acceptance; changes in technology;economic conditions; the growth of the trucking services market in China and the other international markets the Company plans to serve;reputation and brand; the impact of competition and pricing; government regulations; fluctuations in general economic and business conditionsin China and the international markets the Company plans to serve and assumptions underlying or related to any of the foregoing and otherrisks contained in reports filed by the Company with the SEC. For these reasons, among others, investors are cautioned not to place unduereliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company's filings with theSEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward–lookingstatements to reflect events or circumstances that arise after the date hereof.

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