YGMZF 6-K 2021 - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Section 13A-16 OR 15D-16 of TheSecurities Exchange Act of 1934

For the month of March 2021

Commission File Number 001-39564

MingZhu Logistics Holdings Limited
(Translation of registrant’s name into English)
27F, Yantian Modern Industry Service CenterNo. 3018 Shayan Road, Yantian DistrictShenzhen, 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): ☐.

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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): ☐.

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

On March 12, 2021, MingZhu Logistics Holdings Limited (the “Company”), closed its previously announced registered direct public offering (the “Offering”) of 3,333,335 units of its securities (each, a “Unit”), with each Unit consisting of (i) one ordinary share of the Company, par value $0.001 per share, and (ii) one warrant to purchase 0.75 ordinary share. The Company sold the Units at a price of $6.00 per Unit. The Company received gross proceeds from the Offering, before deducting estimated offering expenses payable by the Company, of approximately $20,000,000.

On March 12, 2021, the Company issued a press release announcing the closing of the Offering. A copy of the press release issued by the Company is attached hereto as Exhibit 99.1.

This current report on Form 6-K is also being filed to clarify the Company’s home country rule exemption that it intends to disclose in its annual report on Form 20-F.

Corporate Governance

Pursuant to the home country rule exemption set forth under Nasdaq Listing Rule 5615, we elected to be exempt from the requirements of the NASDAQ Stock Market Rules (with the exception of those rules which are required to be followed pursuant to the provisions of Rule 5615(a)(3)) and Rule 5250(b)(3) and Rule 5250(d) of the NASDAQ Stock Market Marketplace Rules. Our shares are listed on the NASDAQ Capital Market (“NASDAQ”). As such, we are subject to corporate governance requirements imposed by NASDAQ. Under NASDAQ rules, listed non-US companies may, in general, follow their home country corporate governance practices in lieu of some of the NASDAQ corporate governance requirements. Except for the foregoing, we endeavor to comply with the NASDAQ corporate governance practices and except for the foregoing, there is no significant difference between our corporate governance practices and what the NASDAQ requires of domestic U.S. companies. A copy of the home country rule exemption letter from the Company’s legal counsel is attached hereto as Exhibit 99.2.

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated March 12, 2021
99.2	Home Country Exemption Letter

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.

Dated: March 12, 2021	MingZhu Logistics Holdings Limited(Registrant)
	By:	/s/ Jinlong Yang
	Name:	Jinlong Yang
	Title:	Chief Executive Officer

**** Exhibit99.1

MingZhu Logistics Holdings Limited Announces Closing of $20 Million Registered Direct Offering

SHENZHEN, China, March 12, 2021 – MingZhu Logistics Holdings Limited (Nasdaq: YGMZ) (the “Company”), a China-based trucking services provider, today announced that it has closed a registered direct offering of an aggregate of 3,333,335 units of its securities (each, a “Unit”), with each Unit consisting of (i) one ordinary share of the Company, par value $0.001 per share, and (ii) one warrant to purchase 0.75 ordinary share (together, the “Warrants”), at a price of $6.00 per unit for aggregate gross proceeds of $20 million. After deducting the placement agent’s commission and other offering expenses payable by the Company, the net proceeds to the Company is approximately $18 million. The Company has approximately 15,687,375 ordinary shares outstanding after the offering.

The Company intends to use the net proceeds of the offering for working capital and general corporate purposes.

FT Global Capital, Inc. is acting as the exclusive placement agent in connection with the offering. Ellenoff Grossman & Schole LLP acted as counsel to the Company and Schiff Hardin LLP acted as counsel to the Placement Agent in connection with the placement.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor may there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

AboutMingZhu Logistics Holdings Limited

Founded in 2002 and Headquartered in Shenzhen, China, 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 a mix of self-own fleets of tractors and trailers and subcontractors' fleets. More information about MingZhu can be found at: www.szygmz.com/en/.

Cautionary Note Regarding Forward-LookingStatements

Thispress release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These forward-lookingstatements also are subject to risks, uncertainties and assumptions, including those detailed from time to time in the Company’sfilings with the SEC, and represent the Company’s views only as of the date they are made and should not be relied uponas representing the Company’s views as of any subsequent date. The Company undertakes no obligation to publicly revise anyforward-looking statements to reflect changes in events or circumstances.

Formore information, please contact:

Atthe Company:

Dennis Tan

Email: [email protected]

Phone: (+86) 150-1854-1833

InvestorRelations:

Sherry Zheng

Email: [email protected]

Phone: (+1) 718-213-7386

Exhibit 99.2

Listing Qualifications<br><br> <br>The Nasdaq Global Market<br><br> <br>805 King Farm Boulevard<br><br> <br>Rockville, MD 20850<br><br> <br>United States of America	D +852 3656 6054<br><br> <br><br><br> <br>E [email protected]<br><br> <br><br><br> <br>Reference: NMP/CLE/173679.00003

25 February 2021

Dear Sirs and/or Madams,

We act as Cayman Islands counsel to MingZhu Logistics Holdings Limited 明珠货运控股有限公司, an exempted company incorporated in the Cayman Islands (the "Company").

The Company has advised us that it intends to follow its Cayman Islands practices in lieu of the requirements of the Rule 5600 Series of the NASDAQ Stock Market Marketplace Rules (with the exception of those rules which are required to be followed pursuant to the provisions of Rule 5615(a)(3)) and Rule 5250(b)(3) and Rule 5250(d) of the NASDAQ Stock Market Marketplace Rules, which are in force and effect on the date of this letter (the "Rules").

The Company's practices with regard to these requirements are not prohibited by the Companies Act (Revised) of the Cayman Islands.

Based upon our review of the amended and restated memorandum and articles of association of the Company adopted by special resolution passed on 12 February 2020 (the "Memorandumand Articles"), the Memorandum and Articles do not prohibit the Company from following its Cayman Islands practices in lieu of the requirements of the Rules.

We have made no investigation of and express no opinion in relation to the laws, rules or regulations of any jurisdiction other than those of the Cayman Islands. Specifically, we have made no independent investigation of the laws of the State of New York or the NASDAQ Stock Market Marketplace Rules, and we express no opinion as to the meaning, validity or effect of the NASDAQ Stock Market Marketplace Rules. This advice is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands. This advice is issued solely for your benefit and is not to be relied upon by any other person, firm or entity or in respect of any other matter.

The Company has advised us that, as required by Rule 5615(a)(3), the Company intends to disclose in its annual report on Form 20-F each requirement of the Rule 5600 Series that it does not follow and describe the home country practice followed in lieu of such requirements.

Yours faithfully

/s/ OGEIR

OGIER

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