Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
24 December 2022 - 8:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of December 2022
Commission File Number 001-39564
Mingzhu Logistics Holdings Limited
(Translation of registrant’s name into English)
27F, Yantian Modern Industry Service Center
No. 3018 Shayan 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 December 21, 2022, Mingzhu
Logistics Holdings Limited (the “Purchaser”) entered into a Share Purchase Agreement (the “Share Purchase
Agreement”) with Feipeng Global Limited (the “Feipeng”), and each of shareholders of Feipeng (collectively,
the “Sellers”), pursuant to which, among other things and subject to the terms and conditions contained therein, the
Purchaser agreed to effect an acquisition of Feipeng by acquiring from the Sellers 100% of the outstanding equity interests of the Feipeng.
On December 21, 2021, the Parties completed the transaction. Upon the
closing of the transaction, the Purchaser acquired 100% shares outstanding of the Feipeng, and the Company paid $9,550,000 to the Sellers.
The Earnout Payment of $4,990,436 shall be paid to the Sellers in the form of new issued ordinary shares of the Purchaser if Feipeng’s
Net Income for the calendar year 2023 is equal to or greater than U.S. $2,400,000.
On December 21, 2022, the Company issued a press release announcing
the entry into an agreement to acquire Feipeng. A copy of the press release issued by the Company is attached hereto as Exhibit 99.1.
On December 22, 2022, the Company
issued a press release announcing the development of the execution of its cooperation agreement with Xinjiang Tianfu Yitong Supply Chain
Management Co., Ltd. A copy of the press release issued by the Company is attached hereto as Exhibit 99.2.
On December 23, 2022, the Company
issued a press release announcing the Letter of Intent (the “LOI”) with Shenzhen Kameng Automobile Sales and Services Co.,
Ltd. (the “Kameng”), an authorized dealer of Dongfeng Liuzhou Automobile Co., Ltd. Based on the LOI, Mingzhu shall purchase
700 hydrogen fuel cell vehicles from Kameng. A copy of the press release issued by the Company is attached hereto as Exhibit 99.3.
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.
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MINGZHU LOGISTICS HOLDINGS LIMITED |
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| Date: December 23, 2022 |
By: |
/s/ Jinlong Yang |
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Name: |
Jinlong Yang |
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|
Title: |
Chief Executive Officer |
EXHIBIT INDEX
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