Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

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 September 2024

 

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 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 September 10, 2024, Mingzhu Logistics Holdings Limited (the “Company”) entered into a Termination Agreement with Oxylus Global Inc. (the “Oxylus”), pursuant to which, the Company and the Oxylus mutually agreed to terminate the Acquisition Agreement signed on May 31, 2024 (the “Termination”). The Acquisition Agreement shall be of no further force or effect, and no party thereto shall have any continuing liabilities, damages, or obligations to the other party.

 

On September 12, 2024, the Company issued a press release announcing the Termination. A copy of the press release issued by the Company is attached hereto as Exhibit 99.1.

 

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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 LOGISTICS HOLDINGS LIMITED
Date: September 13, 2024
	By:	/s/ Jinlong Yang
		Name:	Jinlong Yang
		Title:	Chief Executive Officer

 

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EXHIBIT INDEX

 

Exhibit Number		Description
10.1		Agreement by and among Mingzhu Logistics Holdings Limited and Oxylus Global Inc. dated September 10, 2024
99.1		Press Release dated September 12, 2024

 

 

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Exhibit 10.1

 

AGREEMENT

 

This AGREEMENT, dated as of September 10, 2024 (the “Effective Date”), is entered into by and among MingZhu Logistics Holdings LTD., a Cayman Islands Limited Company (“Parent”), and Oxylus Global Inc., a British Virgin Islands Limited Company (the “Company”). Each of the Company and Parent is sometimes referred to as a “Party.” Capitalized terms used in this Agreement and not otherwise defined have the meaning given to them in the Merger Agreement (as defined below).

 

WHEREAS, the Company and Parent previously entered into the Agreement and Plan of Acquisition, dated as of May 31, 2024 (the “Merger Agreement”); and

 

WHEREAS, the Parties desire to terminate, effective as of the Effective Date, the Merger Agreement.

 

NOW THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

1.  Termination. As of the Effective Date, the Merger Agreement shall be terminated and be of no further force or effect, and no party thereto shall have any continuing liabilities, damages, or obligations to the other party thereunder, except as expressly provided in this Agreement.

 

2. Termination Fees. No Termination Fees shall be paid by the Parties.

 

3. Public Announcements. Parent and the Company shall consult with each other before issuing any press release, making any other public statement, or scheduling any press conference, conference call, or meeting with investors or analysts with respect to this Agreement (except as may be required by applicable law or any listing agreement with, or rule of, any national securities exchange or association) and shall not (except as may be required by applicable law or any listing agreement with, or rule of, any national securities exchange or association) issue any such press release, make any such other public statement or schedule any such press conference, conference call or meeting before such consultation.

 

4. Further Assurances. Each Party, at its own expense, shall execute and deliver, or shall cause to be executed and delivered from time to time, such further certificates, agreements or instruments and shall take such other action as the other party hereto may reasonably request to document and effect the termination of the Merger Agreement and the transactions contemplated thereby.

 

5. Binding Nature of Agreement; No Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the parties, their respective heirs, successors and permitted assigns, executors, or other such beneficiaries. This Agreement is not intended to create, and shall not create, any rights in any person who is not a party to this Agreement.

 

[Remainder of page intentionally blank]

 

 

 

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.

 

	MingZhu Logistics Holdings LTD.
	By:	/s/ Jinlong Yang
	Name:	Jinlong Yang
	Title:	Chief Executive Officer
	Oxylus Global Inc.
	By:	/s/ Robert Hoey
	Name:	Robert Hoey
	Title:	President

 

 

Exhibit 99.1

 

MingZhu Logistics Expects to Move Forward with Alternative Options After
Mutually Agreeing with Oxylus Global to Terminate Proposed Acquisition

 

NEW YORK & SHENZHEN, September 12, 2024 – MingZhu Logistics Holdings Limited (“MingZhu” or the “Company”) (Nasdaq: YGMZ) and Oxylus Global Inc (“Oxylus”) today announced they have mutually agreed to terminate the acquisition proposed on May 31, 2024 due to uncertainties around securing required regulatory approvals in a timely manner. The agreement shall be terminated and be of no further force or effect, and no party thereto shall have any continuing liabilities, damages, or obligations to the other party.

 

MingZhu Logistics Holdings noted it expects to now move forward with alternative options as part of its continued aggressive business diversification and growth acceleration strategy.

 

About MingZhu Logistics Holdings Limited (Nasdaq: YGMZ)

 

Established in 2002 and headquartered in Shenzhen, China, MingZhu Logistics Holdings Limited is a 4A-rated professional trucking service provider. Based on the Company’s regional logistics terminals in Guangdong Province, MingZhu Logistics Holdings offers tailored solutions to our clients to deliver their goods through our network density and broad geographic coverage across the country by a combination of self-owned fleets tractors and trailers and subcontractors’ fleets. For more information, please visit ir.szygmz.com.

 

Forward-Looking Statements

 

The statements in this press release regarding the Company’s future expectations, plans and prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding plans, goals, objectives, strategies, future events, expected performance, assumptions and any other statements of fact that have not occurred. Any statements that contain the words “may”, “will”, “want”, “should”, “believe”, “expect”, “anticipate”, “estimate”, “calculate” or similar statements that are not factual in nature are to be considered forward-looking statements. Actual results may differ materially from historical results or from those expressed in these forward-looking statements as a result of a variety of factors. These factors include, but are not limited to, the Company’s strategic objectives, the Company’s future plans, market demand and user acceptance of the Company’s products or services, technological advances, economic trends, the growth of the trucking services market in China, the Company’s reputation and brand, the impact of industry competition and bidding, relevant policies and regulations, fluctuations in China’s macroeconomic conditions, and the risks and assumptions disclosed in the Company’s reports provided to the CSRC (China Security Regulatory Commission). The potential acquisition involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements including but not limited to statements about the potential benefits of the potential acquisition; the anticipated timing of closing of the potential acquisition (including failure to obtain necessary regulatory approvals) and the possibility that the potential acquisition does not close; risks related to the ability to realize the anticipated benefits of the potential acquisition, including the possibility that the expected benefits from the proposed transaction will not be realized or will not be realized within the expected time period; the risk that the businesses will not be integrated successfully; disruption from the potential acquisition making it more difficult to maintain business and operational relationships; negative effects of announcing the potential acquisition or the consummation of the potential acquisition on the market price of our common stock or operating results; costs associated with the potential acquisition; unknown liabilities; and the risk of litigation and/or regulatory actions related to the potential acquisition. For these and other related reasons, we advise investors not to place any reliance on these forward-looking statements, and we urge investors to review the Company’s relevant SEC filings for additional factors that may affect the Company’s future results of operations. The Company undertakes no obligation to publicly revise these forward-looking statements subsequent to the filing of these documents as a result of changes in particular events or circumstances.

 

For further information, please contact. MingZhu Logistics Holdings Limited: Jingwei Zhang Email: [e-mail] Phone: [phone]

Investor Relations Contact: David Pasquale Global IR Partners Email: [e-mail] New York Office Phone: [phone]

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