![\"\"\/](\"https:\/\/www.sec.gov\/Archives\/edgar\/data\/0001735041\/000121390026035517\/ea028355501_img1.jpg\")
<\/p>\nAs filed with the Securities and
\nExchange Commission on March 27, 2026.<\/p>\n
Registration Statement No. 333-\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/p>\n
\u00a0<\/p>\n
UNITED STATES<\/p>\n
SECURITIES AND EXCHANGE COMMISSION<\/p>\n
Washington, D.C. 20549<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Form S-3<\/p>\n
REGISTRATION STATEMENT<\/p>\n
UNDER<\/p>\n
THE SECURITIES ACT OF 1933<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION<\/p>\n
(Exact name of registrant as specified in its charter)<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
British Virgin Islands
\n \u00a0
\n N\/A<\/p>\n
(State or other jurisdiction of<\/p>\n
incorporation or organization)<\/p>\n
\u00a0<\/p>\n
(IRS Employer<\/p>\n
Identification Number)<\/p>\n
\u00a0<\/p>\n
50 Millstone Road,
\nBuilding 400 Suite 130<\/p>\n
East Windsor, NJ 08512<\/p>\n
United States<\/p>\n
Tel:\u00a01 (888) 827-4832<\/p>\n
(Address, including zip code, and telephone
\nnumber, including area code, of registrant\u2019s principal executive offices)<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Raymond Wang, Chief
\nExecutive Officer<\/p>\n
50 Millstone Road,
\nBuilding 400 Suite 130<\/p>\n
East Windsor, NJ 08512<\/p>\n
United States<\/p>\n
Tel: 1 (888) 827-4832<\/p>\n
(Name, address, including zip code, and
\ntelephone number, including area code, of agent for service)<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Copy to:<\/p>\n
\u00a0<\/p>\n
Ying Li, Esq.<\/p>\n
Guillaume de Sampigny,
\nEsq.<\/p>\n
Hunter Taubman Fischer
\n& Li LLC<\/p>\n
950 Third Avenue 19th\u00a0Floor<\/p>\n
New York, NY 10022<\/p>\n
Tel: 212-530-2206<\/p>\n
\u00a0<\/p>\n
Approximate date of commencement
\nof proposed offer to the public: From time to time after this Registration Statement becomes effective.<\/p>\n
\u00a0<\/p>\n
If the only securities being
\nregistered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. \u2610<\/p>\n
\u00a0<\/p>\n
If any of the securities being
\nregistered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the
\n\u201cSecurities Act\u201d) check the following box: \u2612<\/p>\n
\u00a0<\/p>\n
If this Form is filed to register
\nadditional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
\nAct registration statement number of the earlier effective registration statement for the same offering. \u2610<\/p>\n
\u00a0<\/p>\n
If this Form is a post-effective
\namendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
\nnumber of the earlier effective registration statement for the same offering. \u2610<\/p>\n
\u00a0<\/p>\n
If this Form is a post-effective
\namendment filed pursuant to Rule 462(e) under the Securities Act, check the following box and list the Securities Act registration statement
\nnumber of the earlier effective registration statement for the same offering. \u2610<\/p>\n
\u00a0<\/p>\n
If this Form is a post-effective
\namendment filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant
\nto Rule 413(b) under the Securities Act, check the following box. \u2610<\/p>\n
\u00a0<\/p>\n
Indicate by check mark whether
\nthe registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging
\ngrowth company. See the definitions of \u201clarge accelerated filer,\u201d \u201caccelerated filer,\u201d \u201csmaller reporting
\ncompany,\u201d and \u201cemerging growth company\u201d in Rule 12b-2 of the Securities Exchange Act of 1934.<\/p>\n
\u00a0<\/p>\n
Large accelerated filer
\n \u2610
\n Accelerated filer
\n \u2610<\/p>\n
Non-accelerated filer
\n \u2612
\n Smaller reporting company
\n \u2612<\/p>\n
\u00a0
\n \u00a0
\n Emerging growth company
\n \u2610<\/p>\n
\u00a0<\/p>\n
If an emerging growth company,
\nindicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
\naccounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act \u2610<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
The
\nregistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
\nregistrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective
\nin accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the
\nCommission, acting pursuant to such Section 8(a), may determine.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
The
\ninformation in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement
\nfiled with the U.S. Securities and Exchange Commission is effective. The prospectus is not an offer to sell these securities and does
\nnot constitute the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.<\/p>\n
\u00a0<\/p>\n
Preliminary Prospectus
\n SUBJECT TO COMPLETION, DATED March 27, 2026<\/p>\n
\u00a0<\/p>\n
<\/p>\n
\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION<\/p>\n
\u00a0<\/p>\n
$200,000,000<\/p>\n
Class A Ordinary Shares<\/p>\n
Preferred Shares<\/p>\n
Debt Securities<\/p>\n
Warrants<\/p>\n
Rights<\/p>\n
Units<\/p>\n
\u00a0<\/p>\n
We may offer
\nand sell from time to time up to an aggregate amount of $200,000,000 of our Class A ordinary shares, no par value per share (the \u201cClass
\nA ordinary shares\u201d), preferred shares, debt securities, warrants to purchase other securities, rights, and units consisting of any
\ncombination of these securities in one or more offerings, at prices and on terms described in one or more supplements to this prospectus.
\nAny prospectus supplements also will describe the specific manner in which these securities will be offered and may supplement, update
\nor amend information contained in this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in
\nconnection with any of these offerings.<\/p>\n
\u00a0<\/p>\n
We may offer
\nand sell these securities through one or more underwriters, dealers and agents, or directly to investors, in amounts, at prices and on
\nterms to be determined by market conditions and other factors at the time of the offering. The securities may be sold by any means described
\nin the section of this prospectus titled \u201cPlan of Distribution\u201d beginning on page 30 of this prospectus or by any
\nmeans described in any applicable prospectus supplement.<\/p>\n
\u00a0<\/p>\n
Any prospectus
\nsupplements and related free writing prospectuses may add, update or change information contained in this prospectus. You should carefully
\nread this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest
\nin our securities.<\/p>\n
\u00a0<\/p>\n
Our Class
\nA ordinary shares are listed on the Nasdaq Capital Market (\u201cNasdaq\u201d) under the symbol \u201cGTEC.\u201d On March 25, 2026,
\nthe last reported sale price for our Class A ordinary shares as reported on Nasdaq was $0.762 per share. Pursuant to General Instruction
\nI.B.6 of Form S-3, in no event will we sell securities registered in a public primary offering with a value exceeding more than one-third
\nof our public float\u00a0(the market value of our Class A ordinary shares held by our non-affiliates) in any 12-month calendar period
\nso long as our public float remains below $75.0 million. We have not offered any securities pursuant to General Instruction I.B.6 of Form
\nS-3 during the prior 12-month calendar period that ends on, and includes, the date of this prospectus. As of March 25, 2026, one-third
\nof our public float is equal to approximately $14.35 million, which was calculated based on 18,836,649 Class A ordinary shares held by
\nnon-affiliates as of March 23, 2026 and a per share price of US$0.762, which was the closing price of our Class A ordinary shares on Nasdaq
\non March 25, 2026.<\/p>\n
\u00a0<\/p>\n
Greenland
\nTechnologies Holding Corporation (\u201cGreenland,\u201d the \u201cCompany,\u201d \u201cwe,\u201d or \u201cus\u201d) is a
\nholding company incorporated in the British Virgin Islands and not a Chinese operating company. As a holding company with no material
\noperations of our own, we conduct our operations through our United States (\u201cU.S.\u201d) subsidiary, HEVI Corp., and our People\u2019s
\nRepublic of China (the \u201cPRC\u201d or \u201cChina\u201d) subsidiaries (collectively, the \u201cOperating Subsidiaries\u201d).
\nWe hold equity interests in our subsidiaries and do not currently use a variable interest entity (\u201cVIE\u201d) structure. Investors
\nin our Class A ordinary shares are purchasing equity interest in a British Virgin Islands holding company. As used in this prospectus,
\n\u201cwe,\u201d \u201cus,\u201d \u201cour company,\u201d or \u201cour\u201d refers to Greenland Technologies Holding Corporation,
\nand when describing the consolidated financial results of Greenland Technologies Holding Corporation and its subsidiaries, also includes
\nits subsidiaries.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Our
\nissued and outstanding share capital consists of Class A ordinary shares and Class B ordinary shares, no par value per share (the \u201cClass
\nB ordinary shares,\u201d collectively with the Class A ordinary shares, the \u201cordinary shares\u201d). As of the date of this prospectus,
\nMr. Peter Zuguang Wang, the chairman of our board of directors, beneficially owns 6,011,740 Class
\nB ordinary shares, or 100% of our total issued and outstanding Class B ordinary shares, representing 88.76% of our total voting power.
\nAccordingly, we are a \u201ccontrolled company\u201d as defined under Nasdaq Listing Rules 5615(c). As a \u201ccontrolled company,\u201d
\nwe are permitted to elect not to comply with certain corporate governance requirements. However, we do not currently intend to elect to
\nopt out of corporate governance requirements under the Nasdaq Listing Rules as a result of being a \u201ccontrolled company.\u201d If
\nwe rely on these exemptions, you will not have the same protection afforded to shareholders of companies that are subject to these corporate
\ngovernance requirements. See \u201cRisk Factors \u2014 Risks Related to Our Corporate Structure.\u201d<\/p>\n
\u00a0<\/p>\n
We
\nand our PRC subsidiaries are subject to certain legal and operational risks associated with having operations based in China. PRC
\nlaws and regulations governing our PRC subsidiaries\u2019 current business operations are constantly evolving, it is unclear how
\nthese regulations will be interpreted, amended and implemented by the relevant government authorities, and, as a result, these risks
\nmay result in material changes in the operations of our PRC subsidiaries, significant depreciation of the value of our Class A
\nordinary shares, or a complete hindrance of our ability to offer or continue to offer our securities to investors. In addition, we
\nand our PRC subsidiaries are subject to risks and uncertainties of the interpretations and applications of PRC laws and regulations,
\nincluding, but not limited to, those imposing limitations on foreign ownership in the industry our PRC subsidiaries operate. We and
\nour PRC subsidiaries are also subject to the risks and uncertainties about any future actions of the PRC government. If any future
\nactions of the PRC government result in a material change in our PRC subsidiaries\u2019 operations, the value of our Class A
\nordinary shares may depreciate significantly or become worthless. See \u201cItem 1A. Risk Factors \u2014 Risks Related to
\nDoing Business in China \u2014 Uncertainties with respect to the PRC legal system could adversely affect us and our PRC
\nsubsidiaries\u201d on page 9 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the U.S.
\nSecurities and Exchange Commission (the \u201cSEC\u201d) on March 23, 2026 (the \u201c2025 Annual Report\u201d), which is
\nincorporated by reference in this prospectus.<\/p>\n
\u00a0<\/p>\n
The securities
\noffered under this prospectus are securities of our British Virgin Islands holding company, which has no operations of its own and conducts
\nall of its operations through the Operating Subsidiaries, including subsidiaries in China, namely, Zhejiang
\nZhongchai Machinery Co. Ltd.\u00a0(\u201cZhejiang Zhongchai\u201d),\u00a0an operating company
\nformed under the laws of the PRC in 2005, Hangzhou Greenland Energy Technologies Co., Ltd. (\u201cHangzhou Greenland\u201d), an operating
\ncompany formed under the laws of the PRC in 2019, and Hengyu Capital Limited, a company formed in the Special Administrative Region of
\nHong Kong (\u201cHong Kong\u201d) on August 16, 2022 (\u201cHengyu Capital\u201d). Investors in our securities should be aware
\nthat they will not directly hold equity interests in the PRC subsidiaries, but rather are purchasing securities solely in Greenland Technologies
\nHolding Corporation, a British Virgin Islands holding company, which indirectly holds equity interests in such PRC subsidiaries. For a
\ndescription of our corporate structure, see \u201cProspectus Summary\u00a0\u2014\u00a0Corporate Structure\u201d beginning on page 2.<\/p>\n
\u00a0<\/p>\n
In addition,
\nas a majority of our operations are conducted through the PRC subsidiaries in China, we and our PRC subsidiaries are subject to legal
\nand operational risks associated with being based in China, including risks related to the legal, political and economic policies of the
\nChinese government, the relations between China and the United\u00a0States, or Chinese or United\u00a0States regulations, which risks
\ncould result in a material change in the PRC subsidiaries\u2019 operations and\/or cause the value of our Class A ordinary shares to significantly
\ndecline or become worthless and affect our ability to offer or continue to offer securities to investors. In recent years, the PRC government
\ninitiated a series of regulatory actions and made a number of public statements on the regulation of business operations in China, including
\ncracking down on illegal activities in the securities market, enhancing supervision over China-based\u00a0companies listed overseas, adopting
\nnew measures to extend the scope of cybersecurity reviews, and expanding anti-monopoly enforcement. Neither we nor the PRC subsidiaries
\nhave implemented any monopolistic behavior, and the PRC subsidiaries\u2019 business does not implicate cybersecurity, because the PRC
\nsubsidiaries currently engage in the manufacture and sale of transmission products and neither we nor the PRC subsidiaries possess the
\npersonal information of over one million users, nor are we or the PRC subsidiaries involved in any type of restricted industries. Furthermore,
\non March\u00a031, 2023, the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the \u201cTrial
\nAdministrative Measures\u201d) and relevant supporting guidelines (collectively, the \u201cNew Administrative Rules Regarding Overseas
\nListings\u201d) issued by the CSRC came into force. According to the New Administrative Rules Regarding Overseas Listings, among other
\nthings, a domestic company in the PRC that seeks to offer and list securities on overseas markets shall fulfill the filing procedures
\nwith the CSRC as per requirement of the Trial Administrative Measures. This includes subsequent securities offerings of the company in
\nthe same overseas market where it has previously offered and listed securities, which require a company, such as ours, to file with the
\nCSRC within three working\u00a0days after the subsequent securities offering is completed. On the same\u00a0day, the Provisions on Strengthening
\nConfidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies (the \u201cConfidentiality
\nand Archives Administration Provisions\u201d) promulgated by the CSRC became effective. According to the Confidentiality and Archives
\nAdministration Provisions, domestic companies that seek overseas offering and listing (either in direct or indirect means) and the securities
\ncompanies and securities service (either incorporated domestically or overseas) providers that undertake relevant businesses shall not
\nleak any state secret or working secret of government agencies, or harm national security and public interests. Furthermore, a domestic
\ncompany that provides accounting archives or copies of accounting archives to any entities, including securities companies, securities
\nservice providers and overseas regulators and individuals, shall fulfill due procedures in compliance with applicable regulations. We
\nbelieve that this offering does not involve the leaking of any state secret or working secret of government agencies, or the harming of
\nnational security and public interests. However, we may be required to perform additional procedures in connection with the provision
\nof accounting archives. The specific requirements of the relevant procedures are currently unclear and we cannot be certain whether we
\nwill be able to perform the relevant procedures. We believe, based on the advice of our PRC counsel, Zhejiang T&C Law Firm, that (i)
\nin the event that we conduct an offering of equity securities under this prospectus pursuant to an applicable prospectus supplement, such
\noffering will be regarded as a subsequent securities offering in the same overseas market under the Trial Administrative Measures, we
\nare required to complete the filing procedures with the CSRC in accordance with the Trial Administrative Measures with respect to such
\noffering, and we will submit our filing application to the CSRC within three working\u00a0days after the completion of such offering;
\n(ii)\u00a0neither we nor the PRC subsidiaries are subject to cybersecurity review with the Cyberspace Administration of China (the \u201cCAC\u201d),
\npursuant to the Measures for Cybersecurity Review (2021 version), which became effective on February\u00a015, 2022, since the PRC subsidiaries
\ncurrently engage in the manufacture and sale of transmission products and neither we nor the PRC subsidiaries possess personal information
\nof over one million users; and (iii)\u00a0there are substantial uncertainties regarding the interpretation and application of PRC laws
\nand regulations and future PRC laws and regulations, and there can be no assurance that the relevant government agencies will take a view
\nthat is contrary to, or otherwise different from, the conclusions stated above. If the relevant government agencies take a view that is
\ncontrary to, or otherwise different from, the foregoing conclusions, it could have a material adverse effect on the PRC subsidiaries\u2019
\nbusiness, operating results and reputation, as well as the trading price of our Class A ordinary shares. See \u201cItem 1A. Risk Factors
\n\u2014Uncertainties with respect to the PRC legal system could adversely affect us and our PRC subsidiaries\u201d and \u201cItem 1A.
\nRisk Factors \u2014We are required under PRC laws to submit filings to CSRC for our future offerings. However, we believe that we and
\nour PRC subsidiaries are not currently required to obtain the approval and\/or comply with other requirements of the CSRC, the CAC, or
\nother PRC governmental authorities under PRC rules, regulations or policies in connection with our continued listing on Nasdaq. In the
\nevent that any such approval is required or that there are other requirements we and\/or our PRC subsidiaries are obligated to comply with,
\nwe cannot predict whether or how soon we and\/or our PRC subsidiaries will be able to obtain such approvals and\/or comply with such requirements\u201d
\nin the 2025 Annual Report.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
However,
\nsince these statements and regulatory actions by the PRC government are newly published and official guidance and related implementation
\nrules have not been issued, it is highly uncertain what the potential impact such modified or new laws and regulations will have on the
\nPRC subsidiaries\u2019 daily business operations, the ability to accept foreign investments and list on an U.S.\u00a0exchange. Moreover,
\nthe Standing Committee of the National People\u2019s Congress (the \u201cSCNPC\u201d) or other PRC regulatory authorities may in the
\nfuture promulgate laws or regulations or implementing rules that require our Company, or any of our subsidiaries to obtain regulatory
\napproval from Chinese authorities before listing in the U.S.\u00a0Although the Company is currently not required to obtain permission
\nor approval from any of the PRC central or local governmental authorities, except for completing the filing procedures with the CSRC,
\nand it has not received any denial to list on a U.S.\u00a0exchange, the PRC subsidiaries\u2019 operations could be adversely affected,
\ndirectly or indirectly; our ability to offer, or continue to offer, securities to investors would be potentially hindered; and the value
\nof our securities might significantly decline or be worthless, by existing or future laws and regulations relating to the business of
\nthe PRC subsidiaries or our industry or by intervention or interruption by PRC governmental authorities, if we or the PRC subsidiaries
\n(i)\u00a0do not receive or maintain such permissions or approvals, (ii)\u00a0inadvertently conclude that such permissions or approvals
\nare not required, (iii)\u00a0applicable laws, regulations, or interpretations change and we or the PRC subsidiaries are required to obtain
\nsuch permissions or approvals in the future, or (iv)\u00a0due to any intervention or interruption by PRC governmental authorities. See
\n\u201cRisk Factors\u201d beginning on page 12 and \u201cItem 1A. Risk Factors\u201d in the 2025 Annual Report for a discussion
\nof these legal and operational risks and other information that should be considered before making a decision to purchase our securities.<\/p>\n
\u00a0<\/p>\n
Moreover,
\nthe Chinese government may exert substantial influence over the manner in which the PRC subsidiaries conduct their business activities.
\nThe PRC government may also intervene or influence the PRC subsidiaries\u2019 operations and this offering at any time, which could result
\nin a material change in the PRC subsidiaries\u2019 operations and our Class A ordinary shares could decline in value significantly or
\nbecome worthless. See \u201cItem 1A. Risk Factors \u2014 Risk Related to Doing Business in China \u2014 The PRC government exerts substantial
\ninfluence over the manner in which our PRC subsidiaries must conduct their business activities. If the Chinese government significantly
\nregulates the business operations of our PRC subsidiaries in the future and our PRC subsidiaries are not able to substantially comply
\nwith such regulations, the business operations of our PRC subsidiaries may be materially and adversely affected and the value of our Class
\nA ordinary shares may significantly decrease\u201d in the 2025 Annual Report.<\/p>\n
\u00a0<\/p>\n
In addition,
\nthe legal and operational risks associated with operating in mainland of the People\u2019s Republic of China (\u201cmainland China\u201d)
\nmay also apply to the activities of Greenland\u2019s Hong Kong subsidiaries. Zhongchai Holding
\n(Hong Kong) Limited (\u201cZhongchai Holding\u201d) and Hengyu Capital, as of the date of this prospectus, have yet to commence
\nany business operations, and are expected to be limited to operating as investment holding companies in the future without any substantive
\nor data-related\u00a0operations in Hong\u00a0Kong. However, such operations may be affected if Hong\u00a0Kong adopts rules, regulations
\nor policy guidance with respect to currency exchange control. Furthermore, as of the date of this prospectus, we do not expect that any
\nregulatory actions related to data security or anti-monopoly\u00a0concerns in Hong\u00a0Kong will impact the Company\u2019s ability to
\nconduct its business, accept foreign investments, or list on a U.S.\u00a0or foreign exchange, because we have never had and do not plan
\nto have any material operations in Hong\u00a0Kong.\u00a0See \u201cItem 1A. Risk Factors \u2014 Risks Related to Doing Business
\nin China\u201d in the 2025 Annual Report.<\/p>\n
\u00a0<\/p>\n
Hong\u00a0Kong
\nwas established as a special administrative region of the PRC in accordance with Article\u00a031 of the Constitution of the PRC.\u00a0The
\nBasic Law of the Hong\u00a0Kong Special Administrative Region of the PRC (the \u201cBasic Law\u201d) was adopted and promulgated on
\nApril\u00a04, 1990 and became effective on July\u00a01, 1997, when the PRC resumed the exercise of sovereignty over Hong\u00a0Kong. Pursuant
\nto the Basic Law, Hong\u00a0Kong is authorized by the National People\u2019s Congress of the PRC to exercise a high degree of autonomy
\nand enjoy executive, legislative, and independent judicial power, under the principle of \u201cone country, two systems,\u201d and the
\nPRC laws and regulations shall not be applied in Hong\u00a0Kong except for those listed in Annex\u00a0III of the Basic Law (which is confined
\nto laws relating to national defense, foreign affairs, and other matters that are not within the scope of autonomy of Hong\u00a0Kong).
\nWhile the National People\u2019s Congress of the PRC has the power to amend the Basic Law, the Basic Law also expressly provides that
\nno amendment to the Basic Law shall contravene the established basic policies of the PRC regarding Hong\u00a0Kong. As a result, national
\nlaws of the PRC not listed in Annex\u00a0III of the Basic Law do not apply to our Hong\u00a0Kong subsidiaries, Zhongchai Holding and Hengyu
\nCapital. However, there is no assurance that certain PRC laws and regulations, including existing laws and regulations and those enacted
\nor promulgated in the future, will not be applicable to our Hong Kong subsidiaries due to changes in the current political arrangements
\nbetween mainland China and Hong\u00a0Kong or other unforeseeable reasons. The application of such laws and regulations may have a material
\nadverse impact on our Hong Kong subsidiaries, as relevant authorities may impose fines and penalties upon them, delay or restrict the
\nrepatriation of the proceeds from this offering into mainland China and Hong\u00a0Kong, and any failure by us to fully comply with any
\nsuch new regulatory requirements may significantly limit or completely hinder our ability to offer or continue to offer our Class A ordinary
\nshares, cause significant disruption to our business operations, and severely damage our reputation, which would materially and adversely
\naffect our financial condition and results of operations and cause our Class A ordinary shares to significantly decline in value or in
\nextreme cases, become worthless.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Furthermore,
\nas more stringent criteria have been imposed by the SEC and the Public Company Accounting Oversight Board (the \u201cPCAOB\u201d) recently,
\nour securities may be prohibited from trading on a national exchange or over-the-counter\u00a0under the Holding Foreign Companies Accountable
\nAct (the \u201cHFCA Act\u201d), if the PCAOB is unable to inspect our auditors for two consecutive\u00a0years. As a result, an exchange
\nmay determine to delist our securities. Pursuant to the HFCA Act, if the PCAOB is unable to inspect an issuer\u2019s auditors for two
\nconsecutive\u00a0years, the issuer\u2019s securities are prohibited to trade on a U.S.\u00a0stock exchange. The PCAOB issued a determination
\nreport on December\u00a016, 2021, which found that the PCAOB is unable to inspect or investigate completely registered public accounting
\nfirms headquartered in: (1)\u00a0mainland China because of a position taken by one or more authorities in mainland China; and (2)\u00a0Hong\u00a0Kong,
\nbecause of a position taken by one or more authorities in Hong\u00a0Kong. Furthermore, the PCAOB\u2019s report identified the specific
\nregistered public accounting firms which are subject to these determinations. On June\u00a022, 2021, United\u00a0States Senate passed
\nthe Accelerating Holding Foreign Companies Accountable Act. On December\u00a029, 2022, legislation entitled \u201cConsolidated Appropriations
\nAct, 2023\u201d (the \u201cConsolidated Appropriations Act\u201d), was signed into law by former President Biden. The Consolidated
\nAppropriations Act contained, among other things, an identical provision to the Accelerating Holding Foreign Companies Accountable Act,
\nwhich reduces the number of consecutive non-inspection\u00a0years required for triggering the prohibitions under the HFCA Act from three\u00a0years,
\nas was formerly required under the HFCA Act before such amendment, to two consecutive\u00a0years. According to the Consolidated Appropriations
\nAct, any foreign jurisdiction could be the reason why the PCAOB does not have complete access to inspect or investigate a company\u2019s
\nauditor. As it was originally enacted, the HFCA Act applied only if the PCAOB\u2019s inability to inspect or investigate was due to a
\nposition taken by an authority in the foreign jurisdiction where the relevant public accounting firm is located. As a result of the Consolidated
\nAppropriations Act, the HFCA Act now also applies if the PCAOB\u2019s inability to inspect or investigate the relevant accounting firm
\nis due to a position taken by an authority in any foreign jurisdiction. The denying jurisdiction does not need to be where the accounting
\nfirm is located. As of the date of this prospectus, our auditor, Enrome LLP, is not on the list published by the PCAOB subject to the
\ndeterminations as to inability to inspect or investigate completely, as announced by the PCAOB on December\u00a016, 2021, and it is based
\nin Singapore\u00a0and is registered with the PCAOB and subject to PCAOB inspection. However, recent developments with respect to audits
\nof China-based\u00a0companies create uncertainty about the ability of our auditor, to fully cooperate with the PCAOB\u2019s request for
\naudit workpapers without the approval of the Chinese authorities. In the event it is later determined that the PCAOB is unable to inspect
\nor investigate completely the Company\u2019s auditor because of a position taken by an authority in a foreign jurisdiction, then such
\nlack of inspection could cause trading in the Company\u2019s securities to be prohibited under the HFCA Act, and ultimately result in
\na determination by a securities exchange to delist the Company\u2019s securities. The delisting of our Class A ordinary shares, or the
\nthreat of their being delisted, may materially and adversely affect the value of your investment, even making it worthless. On August\u00a026,
\n2022, the CSRC, the Ministry of Finance of the PRC (the \u201cMOF\u201d), and the PCAOB signed a Statement of Protocol (the \u201cProtocol\u201d),
\nwhich sets out specific arrangements on conducting inspections and investigations over relevant audit firms within the jurisdiction of
\nthe PRC and the U.S., including the audit firms based in mainland China and Hong\u00a0Kong, taking the first step toward opening access
\nfor the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong\u00a0Kong. On December\u00a015,
\n2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting
\nfirms headquartered in mainland China and Hong\u00a0Kong and voted to vacate its previous determinations to the contrary. However, should
\nthe PRC authorities obstruct or otherwise fail to facilitate the PCAOB\u2019s access in the future, the PCAOB Board will consider the
\nneed to issue a new determination. Notwithstanding the foregoing, in the event it is later determined that the PCAOB is unable to inspect
\nor investigate completely our auditor, then such lack of inspection could cause our securities to be delisted from the stock exchange.
\nSee \u201cItem 1A. Risk Factors \u2014 Risks Related to Doing Business in China \u2014 Our Class A ordinary shares may be delisted
\nand prohibited from being traded under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors. The
\ndelisting and the cessation of trading of our Class A ordinary shares, or the threat of their being delisted and prohibited from being
\ntraded, may materially and adversely affect the value of your investment. Additionally, any inability of the PCAOB to conduct inspections
\ndeprives our investors with the benefits of such inspections\u201d in the 2025 Annual Report.<\/p>\n
\u00a0<\/p>\n
We have
\nnever declared or paid any cash dividends on our share capital. We intend to retain all of our available funds and any future earnings
\nto fund the development and growth of our business. As such, we do not expect to pay any cash dividends in the foreseeable future. We
\nare permitted under PRC laws and regulations to provide funding to our PRC subsidiaries only through loans or capital contributions, and
\nonly if we satisfy the applicable government registration and approval requirements.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Our PRC
\nsubsidiaries are permitted to pay dividends only out of their retained earnings. However, each of our PRC subsidiaries is required to
\nset aside at least 10% of its after-tax profits each year, after making up for previous year\u2019s accumulated losses, if any, to fund
\ncertain statutory reserves, until the aggregate amount of such funds reaches 50% of registered capital. This portion of our PRC subsidiaries\u2019
\nrespective net assets are prohibited from being distributed to their shareholders as dividends. However, none of our PRC subsidiaries
\nhas made any dividends or distributions to our holding company or any U.S. investors as of the date of this prospectus. See \u201cItem
\n1A. Risk Factors \u2014 Risks Related to Doing Business in China \u2014 We may rely on dividends paid by our subsidiaries for our cash
\nneeds, and any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability
\nto conduct business\u201d on page 9 of the 2025 Annual Report.<\/p>\n
\u00a0<\/p>\n
In addition,
\nthe PRC government imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of
\ncurrency out of China. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our
\nforeign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders. See \u201cItem 1A. Risk Factors
\n\u2014 Risks Related to Doing Business in China \u2014 Governmental control of currency conversion may limit our ability to utilize
\nour revenues effectively and affect the value of your investment\u201d on page 9 of the 2025 Annual Report.<\/p>\n
\u00a0<\/p>\n
A
\n10% PRC withholding tax is applicable to dividends payable to investors that are non-resident enterprises. Any gain realized on the
\ntransfer of ordinary shares by such investors is also subject to PRC tax at a current rate of 10%, which in case of dividends will
\nbe withheld at source if such gain is regarded as income derived from sources within the PRC. See \u201cItem 1A. Risk Factors
\n\u2014 Risks Related to Doing Business in China \u2014 Under the PRC Enterprise Income Tax Law, we may be classified as a
\n\u2018Resident Enterprise\u2019 of China. Any classification as such will likely result in unfavorable tax consequences to us and
\nour non-PRC shareholders\u201d on page 10 of the 2025 Annual Report.<\/p>\n
\u00a0<\/p>\n
Under Delaware
\nlaw, each of our Delaware subsidiaries may issue dividends to the Company only if its total assets exceed its total liabilities plus the
\npar value of its issued stock, or if it has net profits for the current or prior fiscal year. Any such dividend must also comply with
\nsuch subsidiary\u2019s certificate of incorporation and bylaws.<\/p>\n
\u00a0<\/p>\n
We have
\nadopted written cash management policies and procedures that dictate how funds are transferred within our organization. According to such
\npolicies and procedures, each subsidiary of the Company may initiate a cash transfer request by timely filling out a fund application
\nform, which shall be signed by the financial principal and the principal of the subsidiary and then submitted to the financial department
\nof the Company for approval. After a cash transfer request is approved by the financial department, the relevant subsidiary may proceed
\nto initiate such transfer. Our Company distributed cash as loans to our subsidiaries. Several cash transfers have been made between our
\nCompany and our subsidiaries. As of September 30, 2025, the Company provided an intercompany loan of $3,429,574 to Zhongchai Holding.<\/p>\n
\u00a0<\/p>\n
Investing
\nin our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks
\nof investing in our securities in the section titled \u201cRisk Factors\u201d beginning on page 12 of this prospectus and \u201cItem
\n1A. Risk Factors\u201d beginning on page 23 of the 2025 Annual Report.<\/p>\n
\u00a0<\/p>\n
Neither
\nthe SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful
\nor complete. Any representation to the contrary is a criminal offense.<\/p>\n
\u00a0<\/p>\n
The date of this prospectus
\nis\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 , 2026.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
TABLE OF CONTENTS\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u00a0
\n Page<\/p>\n
ABOUT THIS PROSPECTUS
\n \u00a0
\n ii<\/p>\n
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
\n \u00a0
\n iii<\/p>\n
PROSPECTUS SUMMARY
\n \u00a0
\n 1<\/p>\n
RISK FACTORS
\n \u00a0
\n 12<\/p>\n
USE OF PROCEEDS
\n \u00a0
\n 13<\/p>\n
DILUTION
\n \u00a0
\n 13<\/p>\n
SECURITIES WE MAY OFFER
\n \u00a0
\n 13<\/p>\n
DESCRIPTION OF SECURITIES
\n \u00a0
\n 14<\/p>\n
PLAN OF DISTRIBUTION
\n \u00a0
\n 30<\/p>\n
LEGAL MATTERS
\n \u00a0
\n 33<\/p>\n
EXPERTS
\n \u00a0
\n 33<\/p>\n
WHERE YOU CAN FIND ADDITIONAL INFORMATION
\n \u00a0
\n 33<\/p>\n
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
\n \u00a0
\n 33<\/p>\n
\u00a0<\/p>\n
You should read this prospectus,
\nany applicable prospectus supplement and the information incorporated by reference in this prospectus before making an investment in our
\nsecurities. See the section titled \u201cWhere You Can Find Additional Information\u201d for additional information. You should rely
\nonly on the information contained in or incorporated by reference in this prospectus or a prospectus supplement. We have not authorized
\nanyone to provide you with different information. This document may be used only in jurisdictions where offers and sales of these securities
\nare permitted. You should assume that information contained in this prospectus, or in any document incorporated by reference, is accurate
\nonly as of any date on the front cover of the applicable document. Our business, financial condition, results of operations and prospects
\nmay have changed since that date.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
ABOUT THIS PROSPECTUS<\/p>\n
\u00a0<\/p>\n
This prospectus is part of
\na registration statement on Form S-3 that we filed with the SEC using a \u201cshelf\u201d registration process. Under this shelf registration
\nprocess, we may from time to time offer and sell any combination of the securities described in this prospectus in one or more offerings
\nwith an aggregate initial offering price not to exceed $200,000,000. We have provided to you in this prospectus a general description
\nof the securities we may offer. Each time we sell any of our securities under this prospectus, we will, to the extent required by law,
\nprovide a prospectus supplement that will contain specific information about the terms of the offering.<\/p>\n
\u00a0<\/p>\n
It is important for you to
\nread and consider all of the information contained in or incorporated by reference into this prospectus and any applicable prospectus
\nsupplement before making any decision whether to invest in our securities. This prospectus does not contain all of the information included
\nin the registration statement, and incorporates by reference important business and financial information about us that is not included
\nin or delivered with this document. For a more complete understanding of the offering of our securities, you should refer to the registration
\nstatement, including its exhibits. You should also read and consider the additional information contained in the documents that we have
\nincorporated into this prospectus by reference, as described in \u201cIncorporation of Certain Information by Reference\u201d and \u201cWhere
\nYou Can Find Additional Information\u201d in this prospectus.<\/p>\n
\u00a0<\/p>\n
THIS PROSPECTUS MAY NOT BE USED TO SELL ANY
\nSECURITIES<\/p>\n
UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT<\/p>\n
\u00a0<\/p>\n
We may add, update or change
\nany of the information contained in this prospectus or in any accompanying prospectus supplement we may authorize to be delivered to you.
\nTo the extent there is a conflict between the information contained in this prospectus and any accompanying prospectus supplement, you
\nshould rely on the information in the prospectus supplement, provided that if any statement in one of these documents is inconsistent
\nwith a statement in another document having a later date \u2013 for example, a document incorporated by reference in this prospectus
\nor any prospectus supplement \u2013 the statement in the document having the later date shall modify or supersede such earlier statement.
\nAny statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded
\nwill be deemed not to constitute a part of this prospectus. This prospectus, together with any accompanying prospectus supplement, includes
\nall material information relating to an offering pursuant to this registration statement.<\/p>\n
\u00a0<\/p>\n
You should rely only on
\nthe information contained in this prospectus, in any accompanying prospectus supplement, or in any document incorporated by reference
\nherein or therein. We have not authorized anyone to provide you with any different information. We take no responsibility for, and can
\nprovide no assurance as to the reliability of, any other information that others may provide to you. The information contained in this
\nprospectus, in any applicable prospectus supplement, and in the documents incorporated by reference herein or therein is accurate only
\nas of the date such information is presented. Our business, financial condition, results of operations and prospects may have changed
\nsince those respective dates. You should not assume that the information contained in this prospectus and any prospectus supplement is
\naccurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference
\nis correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or the
\nshares are sold on a later date.<\/p>\n
\u00a0<\/p>\n
We further note that the representations,
\nwarranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein
\nwere made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among
\nthe parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations,
\nwarranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should
\nnot be relied on as accurately representing the current state of our affairs.<\/p>\n
\u00a0<\/p>\n
This prospectus and any accompanying
\nprospectus supplement does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered
\nsecurities to which they relate, nor does this prospectus and any accompanying prospectus supplement constitute an offer to sell or the
\nsolicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation
\nin such jurisdiction. This prospectus may not be used to offer or sell our securities unless accompanied by a prospectus supplement relating
\nto the offered securities.<\/p>\n
\u00a0<\/p>\n
Unless otherwise indicated,
\ninformation contained in or incorporated by reference into this prospectus concerning our industry and the markets in which we operate,
\nincluding market position and market opportunity, is based on information from our management\u2019s estimates, as well as from industry
\npublications and research, surveys and studies conducted by third parties. Management estimates are derived from publicly available information,
\nour knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. In addition,
\nwhile we believe that information contained in industry publications, surveys and studies has been obtained from reliable sources, the
\naccuracy and completeness of such information is not guaranteed, and we have not independently verified any of the data contained in these
\nthird-party sources.<\/p>\n
\u00a0<\/p>\n
We may sell the securities
\nto or through underwriters, dealers or agents or directly to purchasers. We and our agents reserve the sole right to accept or reject
\nin whole or in part any proposed purchase of securities. The prospectus supplement, which we will provide to you each time we offer securities,
\nwill set forth the names of any underwriters, dealers or agents involved in the sale of the securities, and any applicable fee, commission
\nor discount arrangements with them. See \u201cPlan of Distribution.\u201d<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
SPECIAL NOTE REGARDING FORWARD-LOOKING
\nSTATEMENTS<\/p>\n
\u00a0<\/p>\n
Certain statements in this
\nprospectus may constitute \u201cforward-looking statements\u201d within the meaning of the federal securities laws, including the Private
\nSecurities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
\nAct of 1934, as amended. Our forward-looking statements include, but are not limited to, statements regarding our and our management team\u2019s
\nexpectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts
\nor other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In
\nsome cases, you can identify forward- looking statements by the following words: \u201cbelieve,\u201d \u201cmay,\u201d \u201cwill,\u201d
\n\u201ccould,\u201d \u201cwould,\u201d \u201cshould,\u201d \u201cexpect,\u201d \u201cintend,\u201d \u201cplan,\u201d \u201canticipate,\u201d
\n\u201cbelieve,\u201d \u201cestimate,\u201d \u201cpredict,\u201d \u201cproject,\u201d \u201cpotential,\u201d \u201cseem,\u201d
\n\u201cseek,\u201d \u201cfuture,\u201d \u201coutlook,\u201d \u201cforecast,\u201d \u201cprojection,\u201d \u201ccontinue,\u201d
\n\u201congoing,\u201d or the negative of these terms or other comparable terminology, although not all forward-looking statements contain
\nthese words. These statements involve risks, uncertainties, and other factors that may cause actual results, levels of activity, performance,
\nor achievements to be materially different from the information expressed or implied by these forward-looking statements. We caution you
\nthat these statements are based on a combination of facts and factors currently known by us and our projections of the future, which are
\nsubject to a number of risks. Factors that might cause or contribute to a material difference include those discussed below and the risks
\ndiscussed in the Company\u2019s other filings with the SEC. You should not place undue reliance on these forward-looking statements in
\nmaking an investment decision with respect to the securities offered under this prospectus. These forward-looking statements are not intended
\nto serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability regarding
\nfuture performance, events or circumstances. Many of the factors affecting actual performance, events and circumstances are beyond our
\ncontrol. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different
\nfrom those expressed or implied by these forward- looking statements. All forward-looking statements set forth in this prospectus are
\nqualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by the Company
\nwill be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its
\nbusiness or operations. The following discussion should be read in conjunction with the Company\u2019s audited consolidated financial
\nstatements and related notes thereto included elsewhere in this prospectus. These forward-looking statements are based on information
\navailable as of the date of this prospectus, and current expectations, forecasts and assumptions, and involve a number of judgments, risks
\nand uncertainties and are not predictions of actual performance. Accordingly, forward-looking statements should not be relied upon as
\nrepresenting our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect
\nevents or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may
\nbe required under applicable securities laws.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
PROSPECTUS SUMMARY<\/p>\n
\u00a0<\/p>\n
Overview <\/p>\n
\u00a0<\/p>\n
Greenland
\nTechnologies Holding Corporation (the \u201cCompany\u201d or \u201cGreenland\u201d) designs, develops, manufactures and sells components
\nand products for the global material handling industries.<\/p>\n
\u00a0<\/p>\n
Through
\nits subsidiaries in the PRC, Greenland offers transmission products, which are key components for forklift trucks used in manufacturing
\nand logistic applications, such as factories, workshops, warehouses, fulfilment centers, shipyards, and seaports. Forklifts play an important
\nrole in the logistic systems of many companies across different industries in China and globally. Generally, industries with the largest
\ndemand for forklifts include the transportation, warehousing logistics, electrical machinery, and automobile industries.<\/p>\n
\u00a0<\/p>\n
Greenland\u2019s
\ntransmission products are used in 1-ton to 18-tons forklift trucks, some with mechanical shift and some with automatic shift. Greenland
\nsells these transmission products directly to forklift-truck manufacturers. In the fiscal years ended December 31, 2025 and 2024, Greenland
\nsold an aggregate of 166,317 and 149,597 sets of transmission products, respectively, to more than 100 forklift manufacturers in the PRC.<\/p>\n
\u00a0<\/p>\n
In
\nJanuary 2020, Greenland formed HEVI Corp. (\u201cHEVI\u201d) to focus on the production and sale of electric industrial vehicles to
\nmeet the increasing demand for electric industrial vehicles and machinery powered by sustainable energy to reduce air pollution and lower
\ncarbon emissions. HEVI is a wholly owned subsidiary of Greenland incorporated under the laws of the State of Delaware. Prior to 2025,
\nHEVI had been manufacturing and selling electric industrial vehicle products. However, substantially all of HEVI\u2019s business operations
\nhave been suspended since 2025 due to uncertainty regarding tariff policy. HEVI intends to resume operations once the policy environment
\nstabilizes. HEVI\u2019s electric industrial vehicle products (which are not currently being offered as a result of the suspension of
\nits operations) include GEF-series electric forklifts, a series of lithium powered forklifts with three models ranging in size from 1.8
\ntons to 3.5 tons, GEL-1800, a 1.8-ton rated load lithium powered electric wheeled front loader, GEX-8000, an all-electric 8.0 ton rated
\nload lithium powered wheeled excavator, and GEL-5000, an all-electric 5.0 ton rated load lithium wheeled front loader. In addition, in
\nApril 2023, HEVI introduced a line of mobile DC battery chargers that support DC powered EV applications in the North America market.
\nIn August 2024, HEVI launched its H55L all-electric wheeled front-end loader, which can lift up to six tons in indoor and outdoor applications
\nwithout the mess and emissions of diesel, and the H65L all-electric wheeled front-end loader, a lithium battery wheeled front-end loader.<\/p>\n
\u00a0<\/p>\n
Greenland
\nis the parent company of HEVI and Greenland Holding Enterprises Inc. (\u201cGreenland Holding\u201d), a holding company formed in the
\nState of Delaware on August 28, 2023, which in turn acts as the holding company for Zhongchai Holding (Hong Kong) Limited, a holding company
\nformed under the laws of Hong Kong on April 23, 2009 (\u201cZhongchai Holding\u201d). Zhongchai Holding\u2019s subsidiaries include
\nZhejiang Zhongchai Machinery Co. Ltd., an operating company formed under the laws of the PRC in 2005, Hangzhou Greenland Energy Technologies
\nCo., Ltd. (\u201cHangzhou Greenland\u201d), an operating company formed under the laws of the PRC in 2019, and Hengyu Capital Limited,
\na company formed in Hong Kong on August 16, 2022 (\u201cHengyu Capital\u201d). Through Zhongchai Holding and its subsidiaries, Greenland
\ndevelops and manufactures traditional transmission products for material handling machinery in the PRC.<\/p>\n
\u00a0<\/p>\n
Greenland
\nwas incorporated on December 28, 2017 as a British Virgin Islands business company with limited liability. Following the Business Combination
\n(as described and defined below) in October 2019, the Company changed its name from Greenland Acquisition Corporation to Greenland Technologies
\nHolding Corporation.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Corporate Structure and History<\/p>\n
\u00a0<\/p>\n
Corporate Structure<\/p>\n
\u00a0<\/p>\n
The following diagram
\nillustrates the current corporate structure of Greenland, including the jurisdiction of formation and ownership interest of each of its
\nsubsidiaries.<\/p>\n
\u00a0<\/p>\n
![\"\"\/](\"https:\/\/www.sec.gov\/Archives\/edgar\/data\/0001735041\/000121390026035517\/ea028355501_img2.jpg\")
<\/p>\n
\u00a0<\/p>\n
Greenland
\nwas incorporated on December\u00a028, 2017 as a British Virgin Islands business company limited by shares. Greenland is the ultimate holding
\ncompany of its subsidiaries.<\/p>\n
\u00a0<\/p>\n
Greenland
\nHolding was incorporated in the State of Delaware on August 28, 2023. Upon consummation of the share exchange between Zhongchai Holding
\nand Greenland Holding, Greenland Holding became a wholly owned subsidiary of the Company, and holds a 100% equity interest in Zhongchai
\nHolding. As of the date of this prospectus, Greenland Holding has no business operations and acts as a holding company.<\/p>\n
\u00a0<\/p>\n
Zhongchai
\nHolding was incorporated in Hong Kong on April\u00a023, 2009. From April\u00a023, 2009 to November\u00a01, 2011, Zhongchai Holding was
\na subsidiary of Equicap, Inc., a Nevada corporation, with its stock quoted on the OTC Markets until July\u00a029, 2011.\u00a0As of the
\ndate of this prospectus, Zhongchai Holding has no business operations and is a holding company.<\/p>\n
\u00a0<\/p>\n
HEVI
\nwas incorporated in the state of Delaware on January 14, 2020 as a wholly owned subsidiary of Greenland. HEVI promotes sales of sustainable
\nalternative products for the heavy industrial equipment industry, including electric industrial vehicles, in the North American market.<\/p>\n
\u00a0<\/p>\n
Zhejiang
\nZhongchai, an 89.47% owned subsidiary of Zhongchai Holding, was formed in the PRC on November 21, 2005 and engages in the business of
\ndesigning, manufacturing, and selling transmission products mainly for forklift trucks. The remaining 10.53% of Zhejiang Zhongchai\u2019s
\ncapital stock is owned by Xinchang County Jiuxin Investment Management Partnership (LP) (\u201cJiuxin\u201d), an entity owned by Mengxing
\nHe, director and general manager of Zhejiang Zhongchai.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Hangzhou
\nGreenland, formerly known as Hangzhou Greenland Robotic Co., Ltd. prior to November 6, 2020 (\u201cHangzhou Greenland\u201d), a wholly
\nowned subsidiary of Zhongchai Holding, was formed in the PRC on August 9, 2019 and engages in the business of research and development
\nof electric engineering vehicles, including electric forklifts, electric loading vehicles, electric digging vehicles, and other products.
\nHangzhou Greenland is also committed to product supply chain integration and overseas sales.<\/p>\n
\u00a0<\/p>\n
Hengyu
\nCapital Limited, a 62.5% owned subsidiary of Zhongchai Holding, was formed in Hong Kong on August 16, 2022. Hengyu Capital Limited does
\nnot have any business activities at this time and will be engaging in the business of investing. The remaining 37.5% of the capital stock
\nof Hengyu Capital Limited is owned by Peter Zuguang Wang, the chairman of our board of directors.<\/p>\n
\u00a0<\/p>\n
Products<\/p>\n
\u00a0<\/p>\n
Greenland
\nmanufactures transmission systems and integrated powertrains for various industries, particularly for material handling machinery. In
\naddition, Greenland is a provider of high tech sustainable heavy machinery including all-electric construction machinery and related charging
\naccessories.<\/p>\n
\u00a0<\/p>\n
Transmission products
\nfor material handling machinery<\/p>\n
\u00a0<\/p>\n
![\"\"\/](\"https:\/\/www.sec.gov\/Archives\/edgar\/data\/0001735041\/000121390026035517\/ea028355501_img3.jpg\")
<\/p>\n
\u00a0<\/p>\n
Transmission
\nSystems.\u00a0For 15 years, Greenland, along with its subsidiaries, has specialized in designing, developing, and manufacturing a
\nwide range of transmission systems for material handling machinery, in particular forklift trucks. The range of the transmission systems
\ncovers machinery from one ton to 18 tons. Most transmission systems contain auto transmission features. This feature allows for easy machine
\noperations. In addition, Greenland provides transmission system for internal combustion powered machinery as well as for electrically
\npowered machinery. Greenland has recently experienced increasing demand for electric powered transmission systems. These transmission
\nsystems are key components for material handling machinery assembly. To meet this increasing demand, Greenland is able to provide these
\ntransmission systems to major forklift truck original equipment manufacturers (\u201cOEMs\u201d) as well as certain global branded manufacturers.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
![\"\"\/](\"https:\/\/www.sec.gov\/Archives\/edgar\/data\/0001735041\/000121390026035517\/ea028355501_img4.jpg\")
<\/p>\n
\u00a0<\/p>\n
Integrated
\nPowertrain.\u00a0Through its PRC subsidiaries, Greenland designs and develops new and distinctive powertrains, which integrate electric
\nmotor, speed reduction gearbox, and driving axles into a combined integral module, in order to meet growing demand for advanced electric
\nforklift trucks. This integrated powertrain will enable the OEMs to significantly shorten design cycle, improve machinery efficiency,
\nand simplify manufacturing processes. There is a new trend that OEMs would rather use an integrated powertrain than separate electric
\nmotor, speed reduction gearbox, and driving axles, particularly in electric forklift trucks. Currently, Greenland makes two tons to three
\nand a half-tons integrated powertrains for a few electric forklift truck OEMs. Greenland is in the process of adding more integrated powertrain
\nproducts for electric forklift truck OEMs with different sizes.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Electric Industrial
\nHeavy Equipment<\/p>\n
\u00a0<\/p>\n
![\"\"\/](\"https:\/\/www.sec.gov\/Archives\/edgar\/data\/0001735041\/000121390026035517\/ea028355501_img5.jpg\")
<\/p>\n
\u00a0<\/p>\n
GEL-5000 Electric Wheel
\nLoader<\/p>\n
\u00a0<\/p>\n
Substantially
\nall of HEVI\u2019s business operations have been suspended since 2025 due to uncertainty regarding tariff policy. HEVI intends to resume
\noperations once the policy environment stabilizes. Prior to 2025, HEVI had been selling equipment that produces no operating emissions
\nand reduces noise pollution while offering the strength and power for many applications. HEVI\u2019s first product line includes the
\nGEL-5000 and GEL-1800 electric wheeled front loader, the GEX-8000 electric excavator and the GEF-series of electric lithium forklifts.<\/p>\n
\u00a0<\/p>\n
GEL-5000<\/p>\n
\u00a0<\/p>\n
The
\nGEL-5000 is a 39,683 lb. lithium powered all-electric wheeled front loader capable of supporting a 5.0-ton rated load. Its 282 kWh 620V
\nlithium battery sourced from Contemporary Amperex Technology Co., Limited (\u201cCATL\u201d) produces the power to support eight hours
\nof operation time and can be charged in as little as two hours.<\/p>\n
\u00a0<\/p>\n
GEL-1800<\/p>\n
\u00a0<\/p>\n
The
\nGEL-1800 is a 11,464 lb. lithium powered all-electric wheeled front loader capable of supporting a 1.8-ton rated load. Its 141 kWh 620V
\nCATL-sourced lithium battery produces the power to support nine hours of operation time and can be charged in as little as one and a half
\nhours.<\/p>\n
\u00a0<\/p>\n
GEX-8000<\/p>\n
\u00a0<\/p>\n
The
\nGEX-8000 is a 18,739 lb. lithium powered all-electric excavator capable of supporting an 8.0-ton rated load. Its 141 kWh 620V CATL-sourced
\nlithium battery produces the power to support nine hours of operation time and can be charged in as little as one and a half hours.<\/p>\n
\u00a0<\/p>\n
The
\nGEL-5000, GEL-1800 and GEX-8000 come standard with advanced systems such as an intelligent system diagnostic display, quick-hitch attachment
\nsystem with a wide range of attachments and quality-of-life operation features that further add value to our customers.<\/p>\n
\u00a0<\/p>\n
H55L<\/p>\n
\u00a0<\/p>\n
The
\nH55L is a lithium powered all-electric wheeled front loader which can lift up to six tons in indoor and outdoor applications without the
\nmess and emissions of diesel.<\/p>\n
\u00a0<\/p>\n
H65L<\/p>\n
\u00a0<\/p>\n
The
\nH65L is a lithium powered all-electric wheeled front loader and HEVI\u2019s flagship loader at an operating weight of nearly 50,000 pounds.<\/p>\n
\u00a0<\/p>\n
GEF-Series Forklifts<\/p>\n
\u00a0<\/p>\n
HEVI
\noffers the GEF-series of lithium powered electric forklifts that range in power from 1.5-ton to 3.5-ton rated load.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Charging Solutions<\/p>\n
\u00a0<\/p>\n
![\"\"\/](\"https:\/\/www.sec.gov\/Archives\/edgar\/data\/0001735041\/000121390026035517\/ea028355501_img6.jpg\")
<\/p>\n
\u00a0<\/p>\n
DCH-480-30 Mobile Direct
\nCurrent (\u201cDC\u201d) Charger<\/p>\n
\u00a0<\/p>\n
HEVI
\nhas developed a line of DC mobile charging solutions that are designed for easy, flexible and cost-effective charging integration to support
\na DC-powered electric vehicle (\u201cEV\u201d) fleet at any powered work site. These solutions create a seamless adoption of HEVI\u2019s
\nelectric heavy equipment or any compatible DC-powered EV into any existing fleet operation.<\/p>\n
\u00a0<\/p>\n
Regulatory Developments in the PRC<\/p>\n
\u00a0<\/p>\n
We
\nare a holding company incorporated in the British Virgin Islands and not a Chinese operating company. As a holding company with no material
\noperations of our own, we conduct our operations through our U.S. subsidiary, HEVI, and our PRC subsidiaries. We hold equity interests
\nin our subsidiaries and do not currently use a VIE structure. Investors in our securities are purchasing securities of a British Virgin
\nIslands holding company. As used in this prospectus, \u201cwe,\u201d \u201cus,\u201d \u201cour company,\u201d or \u201cour\u201d
\nrefers to Greenland Technologies Holding Corporation and when describing the consolidated financial results of Greenland Technologies
\nHolding Corporation and its subsidiaries, also includes its subsidiaries.<\/p>\n
\u00a0<\/p>\n
We
\nand our PRC subsidiaries are subject to certain legal and operational risks associated with our PRC subsidiaries\u2019 operations in
\nChina. PRC laws and regulations governing our PRC subsidiaries\u2019 current business operations are constantly evolving, it is unclear
\nhow these regulations will be interpreted, amended and implemented by the relevant government authorities, and, as a result, these risks
\nmay result in material changes in the operations of our PRC subsidiaries, significant depreciation of the value of our Class A ordinary
\nshares, or a complete hindrance of our ability to offer or continue to offer our securities to investors. For instance, except for fulfilling
\nthe filing procedure with the CSRC in connection with future offerings, including this offering, we believe that we and our PRC subsidiaries
\nare currently not required to obtain\u00a0any permission or approval from the CSRC and the CAC, in the PRC to\u00a0offer securities to
\nforeign investors. However, there is no guarantee that this will continue to be the case in the future in relation to a follow-on offering
\nor the continued listing of our securities on a U.S. securities exchange, or even in the event such permission or approval is required
\nand obtained, it will not be subsequently revoked or rescinded. In the event that such approval is required in the future and we and\/or
\nour PRC subsidiaries do not receive or maintain such approval, our Class A ordinary shares may significantly decline in value or become
\nworthless, and our ability to offer or continue to offer securities to investors may be significantly limited or completely hindered.<\/p>\n
\u00a0<\/p>\n
In
\naddition, we and our PRC subsidiaries are subject to risks and uncertainties of the interpretations and applications of PRC laws and regulations,
\nincluding but not limited to, those imposing limitations on foreign ownership in the industry our PRC subsidiaries operate. We and our
\nPRC subsidiaries are also subject to the risks and uncertainties about any future actions of the PRC government. If any future actions
\nof the PRC government result in a material change in our PRC subsidiaries\u2019 operations, the value of our Class A ordinary shares
\nmay depreciate significantly or become worthless. See \u201cItem 1A. Risk Factors \u2014\u00a0Risks Related to Doing Business in China\u00a0\u2014\u00a0Uncertainties
\nwith respect to the PRC legal system could adversely affect us and our PRC subsidiaries\u201d on page 9 of the 2025 Annual Report.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Recently,
\nthe PRC government adopted a series of regulatory actions and issued statements to regulate business operations in China, including cracking
\ndown on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest
\nentity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding anti-monopoly enforcement. As of the
\ndate of this prospectus, our Company and our PRC subsidiaries have not been involved in any investigations on cybersecurity review initiated
\nby any PRC regulatory authority, nor has any of them received any inquiry, notice or sanction. As of the date of this prospectus, we and
\nour PRC subsidiaries have not received any inquiry, notice, warning, or sanctions from the CSRC or any other PRC governmental authorities
\nregarding the offering of our securities outside of the PRC.<\/p>\n
\u00a0<\/p>\n
On
\nFebruary 17, 2023, the CSRC published the Trial Administrative Measures and its accompanying guidelines and instructions, which came into
\neffect on March 31, 2023, and applies if a domestic enterprise issues shares, depositary receipts, corporate bonds convertible into shares,
\nor other securities of an equity nature outside of the PRC, or lists its securities for trading outside of the PRC. According to such
\nregulations, a domestic enterprise that issues and lists its securities outside of the PRC shall comply with the filing procedures and
\nreport the relevant information to the CSRC. A domestic enterprise shall not be listed on an overseas stock exchange if any of the following
\ncircumstances exists: (i) where such securities offering and listing is explicitly prohibited by provisions in laws, administrative regulations
\nand relevant state rules; (ii) where the intended securities offering and listing may endanger national security as reviewed and determined
\nby competent authorities under the State Council in accordance with law; (iii) where the domestic company intending to make the securities
\noffering and listing, or its controlling shareholders and the actual controller, have committed crimes such as corruption, bribery, embezzlement,
\nmisappropriation of property or undermining the order of the socialist market economy during the latest three years; (iv) where the domestic
\ncompany intending to make the securities offering and listing is suspected of committing crimes or major violations of laws and regulations,
\nand is under investigation according to law, and no conclusion has yet been made thereof; (v) where there are material ownership disputes
\nover equity held by the domestic company\u2019s controlling shareholder or by other shareholders that are controlled by the controlling
\nshareholder and\/or actual controller. The Trial Administrative Measures changes the management of licensing to record management, strengthen
\nthe supervision in the aftermath, create a more transparent and predictable institutional environment, and support the standardized development
\nof enterprises using the overseas capital market. As such, we will be required to complete filing procedures with CSRC in connection with
\nour future offerings, including this offering, within three working days after the subsequent securities offering is completed. Additionally,
\nwe may be prohibited from continued listing if we fit into any of the five scenarios as discussed above. Furthermore, in the event that
\nan approval from Chinese authorities is required for our future offerings or continued listing on Nasdaq,\u00a0if we and\/or our PRC subsidiaries
\ndo not receive or maintain required approvals, or we inadvertently conclude that such approvals are not required, or applicable laws,
\nregulations, or interpretations change such that we and\/or our PRC subsidiaries are required to obtain approval in the future, we and\/or
\nour PRC subsidiaries may be subject to an investigation by Chinese regulators, fines or penalties, or an order prohibiting us from conducting
\nan offering, and these risks could result in a material adverse change in our operations and the value of our Class A ordinary shares,
\nsignificantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to
\nsignificantly decline in value or become worthless. In addition,\u00a0since these statements and regulatory actions are newly published,
\nand official guidance and related implementation rules have not been issued, it is highly uncertain what the potential impact such modified
\nor new laws and regulations will have on our subsidiaries\u2019 daily business operation, the ability to accept foreign investments and
\nour ability to continue our listing on a U.S. exchange. See \u201cItem 1A. Risk Factors \u2014\u00a0Risks Related to Doing Business
\nin China\u00a0\u2014\u00a0Our PRC subsidiaries may be liable for improper use or appropriation of personal information provided by their
\ncustomers and any failure to comply with PRC laws and regulations over data security could result in materially adverse impact on our
\nbusiness, results of operations, and our continued listing on Nasdaq\u201d on page 9 of the 2025 Annual Report.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Although
\nwe are not currently owned or controlled by a governmental entity in any foreign jurisdiction, the PRC government has exercised, and continues
\nto exercise, substantial control over virtually every sector of the Chinese economy through regulation and state ownership, including
\nthe steel sector where our PRC subsidiaries have been conducting their business. Any government decisions or actions to change steel production,
\nor any decisions the government might make to cut spending, could adversely impact our PRC subsidiaries\u2019 business and our results
\nof operations. We believe that our PRC subsidiaries\u2019 operations in China are in material compliance with all applicable legal and
\nregulatory requirements. However, the central or local governments of the jurisdictions in which our PRC subsidiaries operate may impose
\nnew, stricter regulations or interpretations of existing regulations that could require additional expenditures and efforts on our part
\nto ensure our and our PRC subsidiaries\u2019 compliance with such regulations or interpretations. Furthermore, the PRC government authorities
\nmay continue to strengthen oversight and control over offerings that are conducted overseas and\/or foreign investment in China-based issuers
\nlike us. Such actions taken by the PRC government authorities may intervene or influence the operations of our PRC subsidiaries at any
\ntime, which may be beyond our control. Therefore, any such action may adversely affect the operations of our PRC subsidiaries and significantly
\nlimit or hinder our ability to offer or continue to offer securities to you and reduce the value of such securities or cause the value
\nof such securities to be completely worthless. See \u201cItem 1A. Risk Factors \u2014\u00a0Risks Related to Doing Business in China\u00a0\u2014\u00a0The
\nPRC government exerts substantial influence over the manner in which our PRC subsidiaries must conduct their business activities. If the
\nChinese government significantly regulates the business operations of our PRC subsidiaries in the future and our PRC subsidiaries are
\nnot able to substantially comply with such regulations, the business operations of our PRC subsidiaries may be materially and adversely
\naffected and the value of our Class A ordinary shares may significantly decrease\u201d on page 9 of the 2025 Annual Report.<\/p>\n
\u00a0<\/p>\n
Trading
\nin our securities may be prohibited under the HFCA Act if the PCAOB determines that it cannot inspect or fully investigate our auditor,
\nand that as a result, an exchange may determine to delist our securities. The PCAOB has been able to inspect our auditor, Enrome LLP,
\nan independent registered public accounting firm with its headquarters in Singapore. See \u201cItem 1A. Risk Factors \u2014\u00a0Risks
\nRelated to Doing Business in China\u00a0\u2014\u00a0Our Class A ordinary shares may be delisted
\nand prohibited from being traded under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors. The
\ndelisting and the cessation of trading of our Class A ordinary shares, or the threat of their being delisted and prohibited from being
\ntraded, may materially and adversely affect the value of your investment. Additionally, any inability of the PCAOB to conduct inspections
\ndeprives our investors with the benefits of such inspections\u201d on page 9 of the 2025 Annual Report.<\/p>\n
\u00a0<\/p>\n
Trading
\nin our securities may be prohibited under the HFCA Act if the PCAOB determines that it cannot inspect or fully investigate our auditor,
\nand that as a result, an exchange may determine to delist our securities. On June 22, 2021, the U.S. Senate passed the Accelerating Holding
\nForeign Companies Accountable Act and on December 29, 2022, the Consolidated Appropriations Act was signed into law by former President
\nBiden, which contained, among other things, an identical provision to Accelerating Holding Foreign Companies Accountable Act and amended
\nthe Holding Foreign Companies Accountable Act by requiring the SEC to prohibit an issuer\u2019s securities from trading on any U.S. stock
\nexchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time period
\nbefore our securities may be prohibited from trading or delisted. The PCAOB has been able to inspect our auditor, Enrome LLP, an independent
\nregistered public accounting firm with its headquarters in Singapore. On December 16, 2021, the PCAOB issued a report to notify the SEC
\nof its determinations that it is unable to inspect or investigate completely registered public accounting firms headquartered in Mainland
\nChina and Hong Kong, respectively, and identifies the registered public accounting firms in Mainland China and Hong Kong that are subject
\nto such determinations. Our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021. On August 26, 2022,
\nthe CSRC, the MOF, and the PCAOB signed the Protocol, governing inspections and investigations of audit firms based in mainland China
\nand Hong Kong. The Protocol remains unpublished and is subject to further explanation and implementation. Pursuant to the fact sheet with
\nrespect to the Protocol disclosed by the SEC, the PCAOB shall have independent discretion to select any issuer audits for inspection or
\ninvestigation and has the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB Board determined that
\nthe PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China
\nand Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail
\nto facilitate the PCAOB\u2019s access in the future, the PCAOB Board will consider the need to issue a new determination. See \u201cItem
\n1A. Risk Factors \u2014 Risks Related to Doing Business in China \u2014\u00a0Our Class A ordinary
\nshares may be delisted and prohibited from being traded under the Holding Foreign Companies Accountable Act if the PCAOB is unable to
\ninspect our auditors. The delisting and the cessation of trading of our Class A ordinary shares, or the threat of their being delisted
\nand prohibited from being traded, may materially and adversely affect the value of your investment. Additionally, any inability of the
\nPCAOB to conduct inspections deprives our investors with the benefits of such inspections\u201d on page 9 of the 2025 Annual
\nReport.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Dividend Policy and Cash Transfers<\/p>\n
\u00a0<\/p>\n
We
\nintend to retain all of our available funds and any future earnings to fund the development and growth of our business. As such, we do
\nnot expect to pay any cash dividends in the foreseeable future. We are permitted under PRC laws and regulations to provide funding to
\nour PRC subsidiaries only through loans or capital contributions, and only if we satisfy the applicable government registration and approval
\nrequirements.<\/p>\n
\u00a0<\/p>\n
Our
\nPRC subsidiaries are permitted to pay dividends only out of their retained earnings. However, each of our PRC subsidiaries is required
\nto set aside at least 10% of its after-tax profits each year, after making up for previous year\u2019s accumulated losses, if any, to
\nfund certain statutory reserves, until the aggregate amount of such funds reaches 50% of registered capital. This portion of our PRC subsidiaries\u2019
\nrespective net assets are prohibited from being distributed to their shareholders as dividends. However, none of our PRC subsidiaries
\nhas made any dividends or distributions to our holding company or any U.S. investors as of the date of this prospectus. See \u201cItem
\n1A. Risk Factors \u2014\u00a0Risks Related to Doing Business in China\u00a0\u2014\u00a0We may rely on dividends paid by our subsidiaries
\nfor our cash needs, and any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect
\non our ability to conduct business\u201d on page 10 of the 2025 Annual Report.<\/p>\n
\u00a0<\/p>\n
In
\naddition, the PRC government imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance
\nof currency out of China. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our
\nforeign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders. See \u201cItem 1A. Risk Factors
\n\u2014\u00a0Risks Related to Doing Business in China\u00a0\u2014\u00a0Governmental control of currency conversion may limit our ability
\nto utilize our revenues effectively and affect the value of your investment\u201d on page 10 of the 2025 Annual Report.<\/p>\n
\u00a0<\/p>\n
A
\n10% PRC withholding tax is applicable to dividends payable to investors that are non-resident enterprises. Any gain realized on the transfer
\nof ordinary shares by such investors is also subject to PRC tax at a current rate of 10%, which in case of dividends will be withheld
\nat source if such gain is regarded as income derived from sources within the PRC. See \u201cItem 1A. Risk Factors \u2014\u00a0Risks
\nRelated to Doing Business in China\u00a0\u2014\u00a0Under the PRC EIT Law, we may be classified as a \u2018Resident Enterprise\u2019
\nof China. Any classification as such will likely result in unfavorable tax consequences to us and our non-PRC shareholders\u201d on page
\n9 of the 2025 Annual Report.<\/p>\n
\u00a0<\/p>\n
Under
\nDelaware law, each of our Delaware subsidiaries may issue dividends to the Company only if its total assets exceed its total liabilities
\nplus the par value of its issued stock, or if it has net profits for the current or prior fiscal year. Any such dividend must also comply
\nwith the subsidiary\u2019s certificate of incorporation and bylaws.<\/p>\n
\u00a0<\/p>\n
We
\nhave adopted written cash management policies and procedures that dictate how funds are transferred within our organization. According
\nto such policies and procedures, each subsidiary of the Company may initiate a cash transfer request by timely filling out a fund application
\nform, which shall be signed by the financial principal and the principal of the subsidiary and then submitted to the financial department
\nof the Company for approval. After a cash transfer request is approved by the financial department, the relevant subsidiary may proceed
\nto initiate such transfer. Our Company distributed cash as loans to our subsidiaries. Several cash transfers have been made between our
\nCompany and our subsidiaries. As of September 30, 2025, the Company provided an intercompany loan of $3,429,574 to Zhongchai Holding.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Summary of Risk Factors<\/p>\n
\u00a0<\/p>\n
Investing in our securities
\ninvolves significant risks. You should carefully consider all of the information in this prospectus before making an investment in the
\nCompany\u2019s securities. Below please find a summary of the principal risks we face, organized under relevant headings. These risks
\nare discussed more fully in the section title \u201cRisk Factors\u201d beginning on page 12 of this prospectus and \u201cItem
\n1A. Risk Factors\u201d of the 2025 Annual Report, which is incorporated by reference in this prospectus. These risks include the following:<\/p>\n
\u00a0<\/p>\n
Risks related
\nto Our Business and Industry<\/p>\n
\u00a0<\/p>\n
For
\nmore detailed discussions of the following risks, see \u201cItem 1A. Risk Factors\u2014Risks Related to Our Business and Industry\u201d
\non pages 9 through 33 of the 2025 Annual Report.<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n Our subsidiaries\u2019 business operations are cash intensive, and our subsidiaries\u2019 business could be adversely affected if we fail to maintain sufficient levels of liquidity and working capital (see the risk factor beginning on page 12 of the 2025 Annual Report);<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n We grant relatively long payment terms for accounts receivable which can adversely affect our cash flow (see the risk factor beginning on page 12 of the 2025 Annual Report);<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n Our subsidiaries face short lead-times for delivery of products to customers. Failure to meet delivery deadlines could result in the loss of customers and damage to our reputation and goodwill (see the risk factor beginning on page 12 of the 2025 Annual Report);<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n Our subsidiaries face intense competition, and if we are unable to compete effectively, we may not be able to maintain profitability (see the risk factor beginning on page 12 of the 2025 Annual Report);<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n Our revenues are highly dependent on a limited number of customers and the loss of any one of our subsidiaries\u2019 major customers could materially and adversely affect our growth and revenues (see the risk factor beginning on page 12 of the 2025 Annual Report);<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n As our subsidiaries expand their operations, they may need to establish a more diverse supplier network for raw materials. The failure to secure a more diverse supplier network could have an adverse effect on our financial condition (see the risk factor beginning on page 12 of the 2025 Annual Report);<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n Our efforts to diversify into electric industrial heavy equipment may not be successful, and the suspension of substantially all of HEVI\u2019s operations due to tariff uncertainty could materially and adversely affect our business, results of operations, and financial condition (see the risk factor beginning on page 12 of the 2025 Annual Report);<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n Tariffs and other trade barriers imposed on Chinese goods, including components manufactured in the PRC and assembled in the United States by HEVI, could materially and adversely affect our business, financial condition, and results of operations (see the risk factor beginning on page 12 of the 2025 Annual Report);<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n Volatile steel prices can cause significant fluctuations in our operating results. Our revenues and operating income could decrease if steel prices increase or if our subsidiaries are unable to pass price increases on to their customers (see the risk factor beginning on page 12 of the 2025 Annual Report);<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n We are subject to various risks and uncertainties that may affect our subsidiaries\u2019 ability to procure raw materials (see the risk factor beginning on page 12 of the 2025 Annual Report); and<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n Geopolitical conflicts involving Iran, military actions in the Middle East, and the war in Ukraine may adversely affect economic conditions in the U.S., China and globally, and cause significant volatility in the trading price of our Class A ordinary shares (see the risk factor beginning on page 12 of the 2025 Annual Report).<\/p>\n
\u00a0<\/p>\n
Risks Related to Doing Business in China<\/p>\n
\u00a0<\/p>\n
For
\nmore detailed discussions of the following risks, see \u201cItem 1A. Risk Factors\u2014Risks Related to Doing Business in China\u201d
\non pages 9 through 43 of the 2025 Annual Report.<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n Changes in China\u2019s economic, political or social conditions or government policies could have a material adverse effect on our business and operations (see the risk factor beginning on page 12 of the 2025 Annual Report);<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n Uncertainties arising from the legal system in China, including uncertainties regarding the interpretation and enforcement of PRC laws and the possibility that regulations and rules can change quickly with little advance notice, could hinder our ability to offer or continue to offer our securities, result in a material adverse change to our business operations, and damage our reputation, which could materially and adversely affect our financial condition and results of operations and cause our securities to significantly decline in value or become worthless (see the risk factor beginning on page 12 of the 2025 Annual Report);<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n The Chinese government may intervene or influence our operations at any time or may exert more control over offerings conducted overseas and\/or foreign investment in China-based issuers. Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and\/or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or become worthless (see the risk factor beginning on page 12 of the 2025 Annual Report);<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n We are required under PRC laws to submit filings to CSRC for our future offerings. However, we believe that we and our PRC subsidiaries are not currently required to obtain the approval and\/or comply with other requirements of the CSRC, the CAC, or other PRC governmental authorities under PRC rules, regulations or policies in connection with our continued listing on Nasdaq. In the event that any such approval is required or that there are other requirements we and\/or our PRC subsidiaries are obligated to comply with, we cannot predict whether or how soon we and\/or our PRC subsidiaries will be able to obtain such approvals and\/or comply with such requirements. In addition, if applicable laws, regulations, or interpretations change such that we are required to obtain approval in the future and we fail to obtain such approvals, we may be subject to an investigation by competent regulators, fines or penalties, or an order prohibiting us from conducting an offering, and these risks could result in a material adverse change in our operations and the value of our Class A ordinary shares, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless (see the risk factor beginning on page 12 of the 2025 Annual Report);<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n Our subsidiaries may be liable for improper use or appropriation of personal information provided by their customers and any failure to comply with PRC laws and regulations over data security could result in materially adverse impact on our business, results of operations, and our continued listing on Nasdaq (see the risk factor beginning on page 12 of the 2025 Annual Report);<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n You may have difficulty enforcing judgments against us (see the risk factor beginning on page 12 of the 2025 Annual Report);<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n Under the PRC Enterprise Income Tax Law, we may be classified as a \u201cResident Enterprise\u201d of China. Such classification will likely result in unfavorable tax consequences to us and our non-PRC shareholders (see the risk factor beginning on page 12 of the 2025 Annual Report);<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n PRC regulation of loans to, and direct investments in, PRC entities by offshore holding companies may delay or prevent us from using proceeds from our future financing activities to make loans or additional capital contributions to our PRC subsidiaries (see the risk factor beginning on page 12 of the 2025 Annual Report);<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n We may rely on dividends paid by our subsidiaries for our cash needs, and any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct business (see the risk factor beginning on page 12 of the 2025 Annual Report);<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment (see the risk factor beginning on page 12 of the 2025 Annual Report);<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n U.S. regulatory bodies may be limited in their ability to conduct investigations or inspections of our operations in China (see the risk factor beginning on page 12 of the 2025 Annual Report); and<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n Our Class A ordinary shares may be delisted and prohibited from being traded under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditor in the future. Any future delisting and cessation of trading of our securities, or the threat of their being delisted and prohibited from being traded, may materially and adversely affect the value of your investment. Additionally, any inability of the PCAOB to conduct inspections of our auditor in the future would deprive our investors of the benefits of such inspections (see the risk factor beginning on page 12 of the 2025 Annual Report).<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Risks Related to our Class A Ordinary Shares
\nand Corporate Structure<\/p>\n
\u00a0<\/p>\n
For
\nmore detailed discussions of the following risks, see \u201cItem 1A. Risk Factors\u2014Risks Related to Our Class A Ordinary Shares\u201d
\non pages 11 through 12 of the 2025 Annual Report and \u201cRisk Factors\u201d beginning on page 12 of this prospectus.<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n We have received a notification of non-compliance with the minimum bid price requirement of Nasdaq and there can be no assurance that we will be able to regain compliance (see risk factor beginning on page 12 of this prospectus).<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n Nasdaq has recently adopted and proposed new listing rules that could result in the accelerated delisting of our Class A ordinary shares (see the risk factor beginning on page 12 of the Annual Report).<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n Our dual-class share structure with different voting rights will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares may view as beneficial (see the risk factor beginning on page 12 of the 2025 Annual Report).<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n The dual-class structure of our ordinary shares may adversely affect the trading market for the Class A ordinary shares (see the risk factor beginning on page 12 of the 2025 Annual Report).<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n Future sales of our Class A ordinary shares, whether by us or our shareholders, could cause the price of our Class A ordinary shares to decline (see the risk factor beginning on page 12 of the 2025 Annual Report);<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n Because we do not expect to pay dividends in the foreseeable future, you must rely on the price appreciation of our Class A ordinary shares for return on your investment (see the risk factor beginning on page 12 of the 2025 Annual Report); and<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n Techniques employed by short sellers may drive down the market price of our Class A ordinary shares (see the risk factor beginning on page 12 of the 2025 Annual Report).<\/p>\n
\u00a0<\/p>\n
Implications of Being a \u201cControlled Company\u201d<\/p>\n
\u00a0<\/p>\n
Our issued and outstanding
\nshare capital consists of Class A ordinary shares and Class B ordinary shares. As of the date of this prospectus, Mr. Peter Zuguang Wang,
\nthe chairman of our board of directors, beneficially owns 6,011,740 Class B ordinary shares, or 100% of our total issued and outstanding
\nClass B ordinary shares, representing 88.76% of our total voting power. Accordingly, we are a \u201ccontrolled company\u201d as defined
\nunder Nasdaq Listing Rules 5615(c). As a \u201ccontrolled company,\u201d we are permitted to elect not to comply with certain corporate
\ngovernance requirements. However, we do not currently intend to elect to opt out of corporate governance requirements under the Nasdaq
\nListing Rules as a result of being a \u201ccontrolled company.\u201d If we rely on these exemptions, you will not have the same protection
\nafforded to shareholders of companies that are subject to these corporate governance requirements. See \u201cRisk Factors \u2014 Risks
\nRelated to Our Corporate Structure.\u201d<\/p>\n
\u00a0<\/p>\n
Corporate Information<\/p>\n
\u00a0<\/p>\n
We are a British Virgin Islands
\ncompany limited by shares and our corporate headquarters are located at 50 Millstone Road, Building 400 Suite 130, East Windsor, NJ,
\nUnited States 08512. Our telephone number is 1 (888) 827-4832. Our registered office in the British Virgin Islands is located at Aegis
\nChambers, 1st\u00a0Floor, Ellen Skelton Building, 3076 Sir Francis Drake\u2019s Highway, Road Town, Tortola, VG 1110 British
\nVirgin Islands. We maintain a corporate website at https:\/\/ir.gtec-tech.com. The information contained in, or accessible from, our website
\nor any other website does not constitute a part of this prospectus.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
RISK FACTORS<\/p>\n
\u00a0<\/p>\n
Investing in our securities
\ninvolves a high degree of risk. Before making an investment decision, you should carefully consider the risks described in the section
\ntitled \u201cRisk Factors\u201d in our most recent Annual Report on Form 10-K as filed with the SEC, and those contained in our other
\nfilings which are incorporated herein by reference in their entirety, as well any amendment or updates to our risk factors reflected in
\nsubsequent filings with the SEC, which will be incorporated by reference in this prospectus and any applicable prospectus supplement.
\nOur business, financial condition or results of operations could be materially adversely affected by any of these risks. The trading price
\nof our securities could decline due to any of these risks, and you may lose all or part of your investment. This prospectus, any applicable
\nprospectus supplement and the incorporated documents also contain forward-looking statements that involve risks and uncertainties. The
\nrisks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us
\nor that we currently deemed immaterial may also affect our business operations. The occurrence of any of these risks might cause you to
\nlose all or part of your investment in the offered securities.<\/p>\n
\u00a0<\/p>\n
Our actual results could differ
\nmaterially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described elsewhere
\nin this prospectus. For more information, see the section titled \u201cWhere You Can Find Additional Information\u201d herein.<\/p>\n
\u00a0<\/p>\n
Risks Related to Our Class A Ordinary Shares and Corporate Structure<\/p>\n
\u00a0<\/p>\n
We have received a notification of non-compliance
\nwith the minimum bid price requirement of Nasdaq and there can be no assurance that we will be able to regain compliance.<\/p>\n
\u00a0<\/p>\n
On March 12, 2026, we received
\na notification letter from the Listing Qualifications staff of Nasdaq notifying us that, for the last 30 consecutive business days, the
\nclosing bid price for our Class A ordinary shares had been below the minimum $1.00 per share required for continued listing on The Nasdaq
\nCapital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The notification letter is a notice of deficiency, not of delisting, and does
\nnot currently affect the listing or trading of our Class A ordinary shares on The Nasdaq Capital Market. We have 180 calendar days, or
\nuntil September 8, 2026, to regain compliance with Nasdaq Listing Rule 5550(a)(2) by maintaining a closing bid price of at least $1.00
\nper share for a minimum of 10 consecutive business days. Additionally, we may be eligible for an additional compliance period of 180 calendar
\ndays if, on September 8, 2026, we meet the continued listing requirement for market value of publicly held shares and all other applicable
\nstandards for initial listing on The Nasdaq Capital Market (with the exception of the closing bid price requirement) based on our then
\nmost recent public filings and market information, and we provide written notice to Nasdaq of our intent to cure the deficiency during
\nsuch additional compliance period, including, without limitation, by effecting a share consolidation, if necessary.<\/p>\n
\u00a0<\/p>\n
We intend to monitor closely
\nthe closing bid price of our Class A ordinary shares and to consider all available options for regaining compliance with Nasdaq Listing
\nRule 5550(a)(2). However, there can be no assurance that we will be able to regain compliance with the applicable listing requirements
\nduring the initial 180-day compliance period ending on September 8, 2026, any additional compliance period, or at all. If we fail to regain
\ncompliance, our Class A ordinary shares may be subject to delisting from The Nasdaq Capital Market, which could materially and adversely
\naffect the liquidity and market price of our Class A ordinary shares, reduce the number of investors willing to hold or acquire our Class
\nA ordinary shares, limit our ability to raise additional capital, and negatively impact our business, financial condition and results
\nof operations.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
USE OF PROCEEDS<\/p>\n
\u00a0<\/p>\n
Unless otherwise indicated
\nin a prospectus supplement, the net proceeds from the sale of the securities offered by us in this prospectus will be used for general
\ncorporate purposes, including, but not limited to, working capital, capital optimization transactions, acquisitions and other business
\npurposes. We may also invest the proceeds in certificates of deposit, United States government securities, certain other interest-bearing
\nsecurities or money market securities until the proceeds are applied for specified purposes. If we decide to use the net proceeds from
\na particular offering for a specific purpose other than as set forth above, we will describe that purpose in the applicable prospectus
\nsupplement.<\/p>\n
\u00a0<\/p>\n
DILUTION<\/p>\n
\u00a0<\/p>\n
If required, we will set forth
\nin a prospectus supplement the following information regarding any material dilution of the equity interests of investors purchasing securities
\nin an offering under this prospectus:<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n the net tangible book value per share of our equity securities before and after the offering;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n the amount of the increase in such net tangible book value per share attributable to the cash payments made by purchasers in the offering; and<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n the amount of the immediate dilution from the public offering price which will be absorbed by such purchasers.<\/p>\n
\u00a0<\/p>\n
SECURITIES WE MAY OFFER<\/p>\n
\u00a0<\/p>\n
This prospectus contains
\nsummary descriptions of the securities we may offer from time to time. These summary descriptions are not meant to be complete descriptions
\nof each security. The particular terms of any security will be described in the applicable prospectus supplement.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
DESCRIPTION OF SECURITIES<\/p>\n
\u00a0<\/p>\n
The following is a summary
\nof our share capital and certain provisions of our amended and restated memorandum and articles of association currently in effect. This
\nsummary does not purport to be complete and is qualified in its entirety by reference to the provisions of our amended and restated memorandum
\nand articles of association currently in effect.<\/p>\n
\u00a0<\/p>\n
See \u201cWhere You Can
\nFind Additional Information\u201d elsewhere in this prospectus for information on how to obtain copies of our amended and restated memorandum
\nand articles of association, which have been filed with and are publicly available from the SEC.<\/p>\n
\u00a0<\/p>\n
Description of Share Capital<\/p>\n
\u00a0<\/p>\n
Our
\nauthorized shares consist of an unlimited number of shares, no par value per share, divided into the seven classes of shares as follows:<\/p>\n
\u00a0<\/p>\n
\u00a0
\n (a)
\n Class A ordinary shares of no par value;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n (b)
\n Class B ordinary shares of no par value;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n (c)
\n Class A preferred shares of no par value;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n (d)
\n Class B preferred shares of no par value;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n (e)
\n Class C preferred shares of no par value;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n (f)
\n Class D preferred shares of no par value; and<\/p>\n
\u00a0<\/p>\n
\u00a0
\n (g)
\n Class E preferred shares of no par value.<\/p>\n
\u00a0<\/p>\n
Ordinary Shares<\/p>\n
\u00a0<\/p>\n
Holders
\nof Class A ordinary shares are entitled to one (1) vote per share, and holders of Class B ordinary shares are entitled to twenty-five
\n(25) votes per share, on all matters submitted to a vote of shareholders. Holders of Class A ordinary shares and Class B ordinary shares
\nare entitled to an equal share in any dividend paid by the Company and an equal share in the distribution of the surplus assets of the
\nCompany on its liquidation.<\/p>\n
\u00a0<\/p>\n
Holders
\nof our ordinary shares have no preemptive or other subscription rights, and there are no sinking fund or redemption provisions applicable
\nto our ordinary shares, except as otherwise set forth in our amended and restated memorandum and articles of association.<\/p>\n
\u00a0<\/p>\n
Class
\nA ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each Class B ordinary share is convertible
\ninto one Class A ordinary share at any time by the holder thereof. Upon any sale, transfer, assignment or disposition of any Class B ordinary
\nshares by a holder thereof to any person who is not an affiliate of such holder, such Class B ordinary shares are automatically and immediately
\nconverted into an equal number of Class A ordinary shares. Class A ordinary shares are freely transferable.<\/p>\n
\u00a0<\/p>\n
The
\nrights, preferences and privileges of the holders of ordinary shares are subject to those of the holders of any preferred shares we may
\nissue in the future.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Key Provisions
\nof Our Amended and Restated Memorandum and Articles of Association and British Virgin Islands Law Affecting Our Ordinary Shares<\/p>\n
\u00a0<\/p>\n
The
\nfollowing are summaries of material terms and provisions of our amended and restated memorandum and articles of association and the BVI
\nBusiness Companies Act 2004 (as amended), or the BVI Act, insofar as they relate to the material terms of our ordinary shares. This summary
\nis not intended to be complete, and you should read the forms of our amended and restated memorandum and articles of association.<\/p>\n
\u00a0<\/p>\n
Voting Rights<\/p>\n
\u00a0<\/p>\n
Under
\nthe BVI Act, the ordinary shares are deemed to be issued when the name of the relevant shareholder is entered in our register of members.
\nOur register of members is maintained by our transfer agent, Continental Stock Transfer & Trust Company, which will enter the names
\nof our shareholders in our register of members. If (a) information that is required to be entered in the register of members is omitted
\nfrom the register or is inaccurately entered in the register, or (b) there is unreasonable delay in entering information in the register,
\na shareholder of ours, or any person who is aggrieved by the omission, inaccuracy or delay, may apply to the courts of the British Virgin
\nIslands for an order that the register be rectified, and the court may either refuse the application or order the rectification of the
\nregister, and may direct us to pay all costs of the application and any damages the applicant may have sustained.<\/p>\n
\u00a0<\/p>\n
Under
\nour amended and restated memorandum and articles of association, the Company is required to maintain a register of members containing
\nthe names and addresses of the persons who hold shares, the number of each class and series of shares held by each member, the date on
\nwhich the name of each member was entered in the register, and the date on which any person ceased to be a member. A share is deemed to
\nbe issued when the name of the member is entered in the share register. The register of members is prima facie evidence of any matters
\ndirected or authorized by the BVI Act to be contained therein, and a member registered in the register of members is deemed, as between
\nthe member and the Company, to be the holder of the shares registered in his or her name.<\/p>\n
\u00a0<\/p>\n
Our Class A ordinary
\nshares that are traded on the Nasdaq Capital Market are held through The Depository Trust Company (\u201cDTC\u201d) and registered in
\nthe name of Cede & Co., DTC\u2019s nominee. Cede & Co. is therefore the sole registered holder of such shares in our register of members.
\nBeneficial owners of shares held through DTC do not appear in our register of members and must rely on the DTC system and their brokers,
\ndealers, banks or other financial intermediaries to exercise their rights as shareholders, including voting rights, dividend rights and
\nother rights associated with the shares. As between the Company and Cede & Co., Cede & Co. as the registered holder is deemed
\nto be the holder of such shares for all purposes under BVI law and our amended and restated memorandum and articles of association.<\/p>\n
\u00a0<\/p>\n
Subject
\nto any rights or restrictions attached to any shares, at any general meeting, on a show of hands, every ordinary shareholder who is present
\nin person (or, in the case of a shareholder being a corporation, by its duly authorized representative) or by proxy shall have one vote
\nfor each share held on all matters to be voted on by shareholders. Voting at any meeting of the ordinary shareholders is by show of hands
\nunless a poll is demanded by shareholders present in person or by proxy. If a shareholder disputes the outcome of the vote on a proposed
\nresolution, the chairman shall cause a poll to be taken.<\/p>\n
\u00a0<\/p>\n
Nothing
\nunder the laws of the British Virgin Islands specifically prohibits or restricts the creation of cumulative voting rights for the election
\nof our directors, however, cumulative voting for the election of directors is permitted only if expressly provided for in the memorandum
\nor articles of association. Our amended and restated memorandum and articles of association do not provide for cumulative voting for such
\nelections.<\/p>\n
\u00a0<\/p>\n
Under
\nBritish Virgin Islands law, the voting rights of shareholders are regulated by our amended and restated memorandum and articles of association
\nand, in certain circumstances, the BVI Act. Our amended and restated memorandum and articles of association govern matters such as quorum
\nfor the transaction of business, rights of shares, and majority votes required to approve any action or resolution at a meeting of the
\nshareholders or board of directors. Unless our amended and restated memorandum and articles of association provide otherwise, the requisite
\nmajority is generally a simple majority of votes cast.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Preemptive Rights<\/p>\n
\u00a0<\/p>\n
British
\nVirgin Islands laws do not make a distinction between public and private companies and some of the protections and safeguards (such as
\nstatutory preemption rights) that investors may expect to find in relation to a public company are not provided for under British Virgin
\nIslands laws. Whilst there are preemption rights applicable to the issuance of new shares under British Virgin Islands law, such rights
\nonly apply where expressly stated in a company\u2019s memorandum and articles of association and our amended and restated memorandum
\nand articles of association expressly disapplies the statutory preemption rights.<\/p>\n
\u00a0<\/p>\n
Liquidation<\/p>\n
\u00a0<\/p>\n
As
\npermitted by British Virgin Islands law and our amended and restated memorandum and articles of association, we may be voluntarily liquidated
\nunder Part XII of the BVI Act by resolution of directors and resolution of shareholders if our assets equal or exceed our liabilities
\nand we are able to pay our debts as they fall due.<\/p>\n
\u00a0<\/p>\n
Variation of Rights<\/p>\n
\u00a0<\/p>\n
As
\npermitted by British Virgin Islands law and our amended and restated memorandum and articles of association, the rights attached to the
\nordinary shares as specified in our amended and restated memorandum and articles of association may only be varied by a resolution passed
\nat a meeting by the holders of more than 50% of the ordinary shares who, being entitled to do so, are present in person or by proxy at
\na duly convened and constituted meeting and vote on such resolution, unless otherwise provided by the terms of issue of such class.<\/p>\n
\u00a0<\/p>\n
Transfer of Shares<\/p>\n
\u00a0<\/p>\n
Subject
\nto any applicable restrictions set forth in our amended and restated memorandum and articles of association, any of our shareholders may
\ntransfer all or any of his or her shares by a written instrument of transfer in the usual or common form or in any other form as our directors
\nmay approve.<\/p>\n
\u00a0<\/p>\n
Share Repurchase<\/p>\n
\u00a0<\/p>\n
As
\npermitted by the BVI Act and our amended and restated memorandum and articles of association, we may repurchase, redeem or otherwise acquire
\nour shares.<\/p>\n
\u00a0<\/p>\n
Dividends<\/p>\n
\u00a0<\/p>\n
Subject
\nto the BVI Act and our amended and restated memorandum and articles of association, our directors may declare dividends at such time and
\nin such amount as they think fit, provided they are satisfied, on reasonable grounds, that immediately after the distribution of such
\ndividend, the value of our assets will exceed our liabilities and we will be able to pay our debts as they fall due. No dividend shall
\nbear interest against us.<\/p>\n
\u00a0<\/p>\n
Board of Directors<\/p>\n
\u00a0<\/p>\n
We
\nare managed by a board of directors (the \u201cBoard\u201d) which currently consists of five (5) directors. Our amended and restated
\nmemorandum and articles of association provide that the minimum number of directors shall be one and there shall be no maximum number
\nof directors.<\/p>\n
\u00a0<\/p>\n
There
\nare no share ownership qualifications for directors under our amended and restated memorandum and articles of association.<\/p>\n
\u00a0<\/p>\n
Meetings
\nof the Board may be convened at any time deemed necessary by any director.<\/p>\n
\u00a0<\/p>\n
A
\nmeeting of the Board is quorate if at least a majority of the directors are present in person or represented by an alternate director.
\nAt any meeting of the Board, each director, whether present in person or by alternate, is entitled to one vote.<\/p>\n
\u00a0<\/p>\n
Questions
\narising at a meeting of our Board shall be decided by a simple majority vote of the directors present or represented at the meeting. Our
\nBoard may also pass unanimous written resolutions without a meeting.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Staggered Board of
\nDirectors<\/p>\n
\u00a0<\/p>\n
Our
\namended and restated memorandum and articles of association provide for a staggered Board consisting of two classes of directors. The
\nClass I Directors shall stand elected for a term expiring at the Company\u2019s first annual general meeting (an \u201cAGM\u201d) and
\nthe Class II Directors shall stand elected for a term expiring at the Company\u2019s second AGM. Commencing at the Company\u2019s first AGM, and
\nat each following AGM, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire
\nat the second AGM following their election. The initial terms of office of the Class I and Class II directors have been staggered over
\na period of two years to ensure that all directors of the Company do not face re-election in the same year. Except as the BVI Act or any
\napplicable law may otherwise require, in the interim between an AGM or general meeting called for the election of directors and\/or the
\nremoval of one or more directors, any vacancy on the Board may be filled by the majority vote of the remaining directors. A director may
\nbe removed from office with or without cause by a Resolution of Members or, subject to the staggered board provisions, by a resolution
\nof directors. The replacement director will then hold office until the next annual general meeting at which the director he replaces would
\nhave been subject to retirement by rotation. There is nothing under the laws of the British Virgin Islands which specifically prohibits
\nor restricts the creation of cumulative voting rights for the election of our directors. Our amended and restated memorandum and articles
\nof association do not provide for cumulative voting for such elections.<\/p>\n
\u00a0<\/p>\n
Duties of Directors<\/p>\n
\u00a0<\/p>\n
British
\nVirgin Islands law provides that each of our directors, in exercising his or her powers or performing his or her duties, shall act honestly
\nand in good faith and in what the director believes to be in the best interests of the Company. Additionally, the director shall exercise
\nthe care, diligence and skill that a reasonable director would exercise in the same circumstances, taking into account (without limitation)
\nthe nature of the Company, the nature of the decision, and the position of the director and his or her responsibilities. In addition,
\nBritish Virgin Islands law provides that a director shall exercise his or her powers as a director for a proper purpose and shall not
\nact, or agree to the Company acting, in a manner that contravenes British Virgin Islands law or the amended and restated memorandum and
\narticles of association of the Company.<\/p>\n
\u00a0<\/p>\n
Interested Directors<\/p>\n
\u00a0<\/p>\n
The
\nBVI Act provides that a director shall, after becoming aware that he or she is interested in a transaction entered into or to be entered
\ninto by the Company, disclose that interest to our Board. The failure of a director to disclose that interest does not affect the validity
\nof a transaction entered into by us or the director, so long as the director\u2019s interest was disclosed to the Board prior to our
\nentry into the transaction or was not required to be disclosed (for example, where the transaction is between us and the director or is
\notherwise in the ordinary course of business and on usual terms and conditions). As permitted by British Virgin Islands laws and our amended
\nand restated memorandum and articles of association, a director interested in a particular transaction may vote on it, attend meetings
\nat which it is considered, and sign documents on our behalf or do any other thing in their capacity as a director which relates to the
\ntransaction.<\/p>\n
\u00a0<\/p>\n
Meetings of Shareholders<\/p>\n
\u00a0<\/p>\n
If
\nour shareholders want us to hold a shareholder meeting, they may requisition the directors to hold one upon the written request of shareholders
\nentitled to exercise at least 30% of the voting rights in respect of the matter for which the meeting is requested. Under British Virgin
\nIslands laws, we may not increase the required percentage to call a meeting above 30%.<\/p>\n
\u00a0<\/p>\n
Subject
\nto our amended and restated memorandum and articles of association, the director convening a meeting of members shall give not less than
\n10 nor more than 60 days\u2019 written notice of such meeting to: (a) those members whose names on the date the notice is given appear
\nas members in the share register of the Company and are entitled to vote at the meeting; and (b) the other directors.<\/p>\n
\u00a0<\/p>\n
A
\nmeeting called by shorter notice than that specified above shall be valid if shareholders holding at least 90% of the total voting rights
\nin respect of all matters to be considered at the meeting have waived notice of the meeting, and, for this purpose, the presence of a
\nshareholder at the meeting shall constitute waiver in relation to all shares held by that shareholder.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
A
\nmeeting of shareholders is duly constituted if, at the commencement of the meeting, there are present in person or by proxy not less than
\n50 percent of the votes of the shares entitled to vote on resolutions of members to be considered at the meeting. A quorum may comprise
\na single shareholder or proxy, and such person may pass a resolution of shareholders; a certificate signed by such person, accompanied,
\nwhere such person is a proxy, by a copy of the proxy instrument, shall constitute a valid resolution of shareholders.<\/p>\n
\u00a0<\/p>\n
If
\nwithin half an hour from the time appointed for the meeting, a quorum is not present, the meeting, at the discretion of the Chairman of
\nthe Board of Directors, shall either be dissolved or stand adjourned to a business day in the jurisdiction in which the meeting was to
\nhave been held at the same time and place, and if at the adjourned meeting there are present within one hour from the time appointed for
\nthe meeting in person or by proxy not less than one third of the votes of the shares entitled to vote on the matters to be considered
\nby the meeting, those present shall constitute a quorum but otherwise the meeting shall either be dissolved or stand further adjourned
\nat the discretion of the Chairman of the Board of Directors.<\/p>\n
\u00a0<\/p>\n
Protection of Minority
\nShareholders<\/p>\n
\u00a0<\/p>\n
Under
\nthe laws of the British Virgin Islands, there is limited statutory protection for minority shareholders, other than the provisions of
\nthe BVI Act addressing shareholder remedies. One such statutory protection is that shareholders may bring an action to enforce the BVI
\nAct or our amended and restated memorandum and articles of association. Shareholders are entitled to have our affairs conducted in accordance
\nwith the BVI Act and our amended and restated memorandum and articles of association.<\/p>\n
\u00a0<\/p>\n
There
\nare common law rights for the protection of shareholders that may be invoked, largely derived from English common law, as the common law
\nof the British Virgin Islands is limited. Under the general rule of English common law known as the rule in\u00a0Foss v. Harbottle,
\na court will generally refuse to interfere with the management of a company at the insistence of a minority of its shareholders who express
\ndissatisfaction with the conduct of the company\u2019s affairs by the majority or the Board. However, every shareholder is entitled to have
\nour affairs conducted properly according to British Virgin Islands laws and our constituent documents. As such, if those who control the
\ncompany have disregarded the requirements of applicable law or the provisions of our amended and restated memorandum and articles of association,
\nthen the courts may grant relief. Generally, the areas in which the courts will intervene are the following: (1) a company is acting or
\nproposing to act illegally or beyond the scope of its authority; (2) the act complained of, although not beyond the scope of the authority,
\ncould only be effected if duly authorized by more than the number of votes which have actually been obtained; (3) the individual rights
\nof the plaintiff shareholder have been infringed or are about to be infringed; or (4) those who control the company are perpetrating a
\n\u201cfraud on the minority.\u201d<\/p>\n
\u00a0<\/p>\n
Issuance of Additional
\nOrdinary Shares<\/p>\n
\u00a0<\/p>\n
Our
\namended and restated memorandum and articles of association authorize our Board to issue additional ordinary shares from time to time
\nas our Board shall determine, to the extent of available authorized but unissued shares.<\/p>\n
\u00a0<\/p>\n
Changes in Authorized
\nShares<\/p>\n
\u00a0<\/p>\n
We
\nare authorized to issue an unlimited number of shares, which shall have such rights, privileges, restrictions and conditions as may attach
\nto the shares in issue. We may, by resolution of directors or shareholders:<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n consolidate and divide all or any of our unissued authorized shares into shares of a larger or smaller amount than our existing shares<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n cancel any ordinary shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person; or<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n create new classes of shares with preferences to be determined by resolution of the Board to amend our amended and restated memorandum and articles of association to create new classes of shares with such preferences at the time of authorization, provided that any such new classes of shares, with the exception of preferred shares, may only be created with prior shareholder approval.<\/p>\n
\u00a0\u00a0<\/p>\n
\u00a0<\/p>\n
Inspection of Books
\nand Records<\/p>\n
\u00a0<\/p>\n
Under
\nBritish Virgin Islands law, shareholders of our ordinary shares are entitled, upon giving written notice to us, to inspect and make copies
\nof or take extracts from our: (a) amended and restated memorandum and articles of association; (b) register of members; (c) register of
\ndirectors; and (d) minutes of meetings and resolutions of shareholders and of those classes of shareholders of which he is a shareholder.<\/p>\n
\u00a0<\/p>\n
Subject
\nto our amended and restated memorandum and articles of association, our directors may, if they are satisfied that it would be contrary
\nto our interests to allow a shareholder to inspect any document, or part of a document, as referenced in clauses (b), (c) or (d) above,
\nrefuse to permit the shareholder to inspect the document or limit the inspection of the document, including limiting the making of copies
\nor the taking of extracts from such records. Where our directors exercise their powers in these circumstances, they shall notify the shareholder
\nas soon as reasonably practicable.<\/p>\n
\u00a0<\/p>\n
Preferred Shares<\/p>\n
\u00a0<\/p>\n
As of the date of this prospectus,
\nthe Company has no preferred shares of any class issued and outstanding.<\/p>\n
\u00a0<\/p>\n
Our amended and restated memorandum
\nand articles of association authorize the creation and issuance without shareholder approval of an unlimited number of preferred shares
\ndivided into five classes, Class A through Class E, each with such designation, rights and preferences as may be determined by a resolution
\nof the Board to amend our amended and restated memorandum and articles of association to create such designations, rights and preferences.
\nWe have five classes of preferred shares to provide flexibility as to the terms on which each class is issued. Unlike Delaware law, all
\nshares of a single class must be issued with the same rights and obligations. Accordingly, starting with five classes of preferred shares
\nwill allow us to issue shares at different times on different terms. No preferred shares are currently issued or outstanding as of the
\ndate of this prospectus. Accordingly, the Board is empowered, without shareholder approval, to issue preferred shares with dividend, liquidation,
\nredemption, voting or other rights that could adversely affect the voting power or other rights of the holders of our ordinary shares.
\nIn addition, the preferred shares could be utilized as a method of discouraging, delaying or preventing a change in control of us. Although
\nwe do not currently intend to issue any preferred shares, we reserve the right to do so in the future.<\/p>\n
\u00a0<\/p>\n
The rights of preferred shareholders,
\nonce the preferred shares are in issue, may only be amended by a resolution to amend our amended and restated memorandum and articles
\nof association provided such amendment is also approved by a separate resolution of a majority of the votes of preferred shareholders
\nwho being so entitled attend and vote at the class meeting of the relevant preferred class. If our preferred shareholders want us to hold
\na meeting of preferred shareholders (or of a class of preferred shareholders), they may requisition the directors to hold one upon the
\nwritten request of preferred shareholders entitled to exercise at least 30 percent of the voting rights in respect of the matter (or class)
\nfor which the meeting is requested. Under British Virgin Islands law, we may not increase the required percentage to call a meeting above
\n30 percent.<\/p>\n
\u00a0\u00a0<\/p>\n
Under the BVI Act, there are
\nno provisions which specifically prevent the issuance of preferred shares or any such other \u201cpoison pill\u201d measures. Our amended
\nand restated memorandum and articles of association also do not contain any express prohibitions on the issuance of any preferred shares.
\nTherefore, the directors, without the approval of the holders of Greenland\u2019s ordinary shares, may issue preferred shares that have
\ncharacteristics that may be deemed anti-takeover. Additionally, such a designation of shares may be used in connection with plans that
\nare shareholder rights plans. However, as set forth above, under the BVI Act, a director in the exercise of his powers and performance
\nof his duties is required to act honestly and in good faith in what the director believes to be the best interests of the Company.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Investors should refer to
\nthe prospectus supplement relating to the series of preferred shares being offered for the specific terms of that series, including:<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n the title of the series and the number of shares in the series;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n the offering price of the preferred shares;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n the dividend rate or rates, or the method of calculating such rates, the dividend payment dates, whether dividends will be cumulative or noncumulative and, if cumulative, the date from which dividends on the preferred shares being offered will accumulate;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n the voting rights, if any, of the holders of preferred shares being offered;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n the provisions for a sinking fund, if any, and the provisions for redemption, if applicable, of the preferred shares being offered, including any restrictions on the foregoing as a result of arrearage in the payment of dividends or sinking fund installments;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n the liquidation preference per share;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n the terms and conditions, if applicable, upon which the preferred shares being offered will be convertible into our ordinary shares, including the conversion price, or the manner of calculating the conversion price, and the conversion period;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n the terms and conditions, if applicable, upon which the preferred shares being offered will be exchangeable for debt securities, including the exchange price or the manner of calculating the exchange price, and the exchange period;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n any listing of the preferred shares being offered on any securities exchange;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n a discussion of any material U.S. federal income tax considerations applicable to the preferred shares being offered;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n any preemptive rights;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n the relative ranking and preferences of the preferred shares being offered as to dividend rights and rights upon liquidation, dissolution or winding up of our affairs;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n any limitations on the issuance of any class or series of preferred shares ranking senior to or on parity with the series of preferred shares being offered as to dividend rights and rights upon liquidation, dissolution or winding up of our affairs; and<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n any additional rights, preferences, qualifications, limitations, and restrictions of the series.<\/p>\n
\u00a0<\/p>\n
Upon issuance, the preferred
\nshares will be fully paid and non-assessable, which means that its holders will have paid their purchase price in full and we may not
\nrequire them to pay additional funds.<\/p>\n
\u00a0<\/p>\n
Any preferred share terms
\nselected by the Board could decrease the amount of earnings and assets available for distribution to holders of our ordinary shares or
\nadversely affect the rights and power, including voting rights, of the holders of our ordinary shares without any further vote or action
\nby the shareholders. The rights of holders of our ordinary shares will be subject to, and may be adversely affected by, the rights of
\nthe holders of any preferred shares that may be issued by us in the future. The issuance of preferred shares could also have the effect
\nof delaying or preventing a change in control of our company or make removal of management more difficult.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Differences in Corporate Law<\/p>\n
\u00a0<\/p>\n
We were incorporated under,
\nand are governed by, the laws of the British Virgin Islands. The corporate statutes of the British Virgin Islands and Delaware differ
\nin certain material respects. Set forth below is a summary of certain significant differences between the provisions of the laws of the
\nBritish Virgin Islands applicable to us and the comparable provisions of the General Corporation Law of the State of Delaware (\u201cDGCL\u201d).<\/p>\n
\u00a0<\/p>\n
Shareholder Approval<\/p>\n
\u00a0<\/p>\n
Under the BVI Act, unless
\nthe memorandum or articles of association provide otherwise, the requisite majority for shareholder resolutions is generally a simple
\nmajority of votes cast. Under the DGCL, certain fundamental transactions, such as mergers, sales of substantially all assets, and amendments
\nto the certificate of incorporation, generally require the affirmative vote of a majority of the outstanding shares entitled to vote thereon.<\/p>\n
\u00a0<\/p>\n
Appraisal Rights<\/p>\n
\u00a0<\/p>\n
Under the BVI Act, shareholders
\nwho dissent from a merger or consolidation are entitled to payment of the fair value of their shares, unless the company is the surviving
\ncompany and the shareholder continues to hold a similar interest. The BVI Act also provides dissent rights in connection with certain
\nother transactions, including the disposition of more than 50% of the assets, business or property of the company (if not in the usual
\nor regular course of business). Under the DGCL, appraisal rights are generally available in connection with mergers and consolidations,
\nsubject to certain exceptions (including a \u201cmarket out\u201d exception for shares listed on a national securities exchange), but
\nare not available in connection with a sale of assets.<\/p>\n
\u00a0<\/p>\n
Fiduciary Duties<\/p>\n
\u00a0<\/p>\n
Under BVI law, directors owe
\nduties to act honestly and in good faith and in what the director believes to be in the best interests of the company, and to exercise
\nthe care, diligence and skill that a reasonable director would exercise in the same circumstances. Under Delaware law, directors owe fiduciary
\nduties of care and loyalty to the corporation and its stockholders. The duty of care requires that directors act on an informed basis
\nafter due consideration of all material information reasonably available. The duty of loyalty requires that directors act in good faith
\nand in a manner that the director reasonably believes to be in the best interests of the corporation. Delaware law also permits a corporation
\nto include in its certificate of incorporation a provision eliminating or limiting the personal liability of directors for monetary damages
\nfor breach of the duty of care, subject to certain exceptions. BVI law does not contain an analogous statutory provision permitting the
\nelimination of director liability.<\/p>\n
\u00a0<\/p>\n
Derivative Actions<\/p>\n
\u00a0<\/p>\n
Under the BVI Act, the court
\nmay, on the application of a shareholder, grant leave to bring proceedings in the name and on behalf of the company. The court considers
\nwhether the shareholder is acting in good faith and whether the derivative action is in the interests of the company. Under the DGCL,
\na stockholder may bring a derivative action on behalf of the corporation if the stockholder was a stockholder at the time of the transaction
\ncomplained of (or acquired the shares by operation of law from such a stockholder). Delaware law generally requires that a stockholder
\nmake a demand on the board of directors prior to bringing a derivative action, unless such demand would be futile.<\/p>\n
\u00a0<\/p>\n
Inspection of Books and Records<\/p>\n
\u00a0<\/p>\n
Under the BVI Act, shareholders
\nare entitled, upon giving written notice, to inspect the memorandum and articles of association, the register of members, the register
\nof directors, and minutes of meetings and resolutions of shareholders. However, directors may refuse or limit such inspection if they
\nare satisfied it would be contrary to the company\u2019s interests. Under the DGCL, any stockholder has the right, upon written demand and
\nfor any proper purpose, to inspect and make copies of the corporation\u2019s stock ledger, list of stockholders, and other books and records.
\nThe DGCL does not permit the board to refuse inspection for a proper purpose.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Shareholder Meetings<\/p>\n
\u00a0<\/p>\n
Under the BVI Act, shareholders
\nholding at least 30% of the voting rights may requisition the directors to convene a meeting of shareholders. Under the DGCL, special
\nmeetings of stockholders may be called by the board of directors or by such person or persons as may be authorized by the certificate
\nof incorporation or bylaws.<\/p>\n
\u00a0<\/p>\n
Conflicts of Interest<\/p>\n
\u00a0<\/p>\n
Pursuant to the BVI Act and
\nour amended and restated memorandum and articles of association, a director who has an interest in a transaction and who has declared
\nsuch interest to the other directors may:<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n vote on a matter relating to the transaction;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of establishing a quorum; and<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n sign a document on behalf of the Company, or do any other thing in his or her capacity as a director, that relates to the transaction.<\/p>\n
\u00a0<\/p>\n
Anti-money Laundering Laws<\/p>\n
\u00a0<\/p>\n
In order to comply with legislation
\nand regulations aimed at the prevention of money laundering, we are required to adopt and maintain anti-money laundering procedures and
\nmay require subscribers to provide evidence to verify their identity. Where permitted, and subject to certain conditions, we may also
\ndelegate the maintenance of our anti-money laundering procedures (including the acquisition of due diligence information) to a suitable
\nperson.<\/p>\n
\u00a0<\/p>\n
We reserve the right to request
\nsuch information as is necessary to verify the identity of a subscriber. In the event of any delay or failure by a subscriber to produce
\nany information required for verification purposes, we may refuse to accept the application, in which case any funds received will be
\nreturned without interest to the account from which such funds were originally debited.<\/p>\n
\u00a0\u00a0<\/p>\n
If any person resident in
\nthe British Virgin Islands knows or suspects that another person is engaged in money laundering or terrorist financing and the information
\ngiving rise to such knowledge or suspicion came to that person\u2019s attention in the course of business, such person is required to report
\nsuch belief or suspicion to the Financial Investigation Agency of the British Virgin Islands pursuant to the Proceeds of Criminal Conduct
\nAct (Revised Edition 2020). Such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of
\ninformation imposed by any enactment or otherwise.<\/p>\n
\u00a0<\/p>\n
Poison Pill Defense<\/p>\n
\u00a0<\/p>\n
The BVI Act does not contain
\nany provisions that specifically prevent the issuance of preferred shares or any other \u201cpoison pill\u201d measures. Our amended
\nand restated memorandum and articles of association also do not contain any express prohibitions on the issuance of any preferred shares.
\nAccordingly, the directors, without the approval of the holders of ordinary shares, may issue preferred shares that have characteristics
\nthat may be deemed to have an anti-takeover effect. Additionally, such a designation of shares may be used in connection with plans that
\nare poison pill plans. However, as noted above, under the BVI Act, a director in the exercise of his or her powers and performance of
\nhis or her duties is required to act honestly and in good faith in what the director believes to be the best interests of the company.<\/p>\n
\u00a0<\/p>\n
Certain provisions of our
\namended and restated memorandum and articles of association may have the effect of discouraging, delaying or preventing a change in control
\nof the Company or unsolicited acquisition proposals that a shareholder might consider favorable. These provisions include: (i) a dual-class
\nordinary share structure, pursuant to which holders of Class B ordinary shares are entitled to twenty-five (25) votes per share, compared
\nto one (1) vote per share for holders of Class A ordinary shares, which concentrates voting control in the holders of Class B ordinary
\nshares; (ii) a staggered Board consisting of two classes of directors, with each class serving staggered two-year terms, which may delay
\nthe ability of shareholders to change the composition of the Board; (iii) the authority of the Board to issue preferred shares in one
\nor more classes or series, with such rights, preferences and privileges as the Board may determine, without shareholder approval, which
\ncould be used to dilute the ownership or voting power of a potential hostile acquiror; (iv) the absence of cumulative voting for the
\nelection of directors, which may limit the ability of minority shareholders to elect director candidates; and (v) the requirement that
\nshareholders holding at least 30% of the voting rights are needed to requisition a meeting of shareholders, which is higher than the
\nthresholds typically found in many U.S. jurisdictions and may make it more difficult for shareholders to take collective action. These
\nprovisions could make it more difficult for a third party to acquire us, even if the third party\u2019s offer may be considered beneficial
\nby many of our shareholders.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Mergers and Similar Arrangements<\/p>\n
\u00a0<\/p>\n
Under the BVI Act, two or
\nmore companies may merge or consolidate in accordance with the statutory provisions. A merger means the merging of two or more constituent
\ncompanies into one of the constituent companies, and a consolidation means the uniting of two or more constituent companies into a new
\ncompany. In order to merge or consolidate, the directors of each constituent company must approve a written plan of merger or consolidation
\nwhich must be authorized by a resolution of shareholders. Under the DGCL, a merger generally requires approval by the board of directors
\nand the affirmative vote of a majority of the outstanding shares entitled to vote, subject to certain exceptions (such as short-form mergers).
\nUnlike Delaware law, the BVI Act does not provide for short-form mergers that permit a parent company to merge with a subsidiary without
\na vote of the subsidiary\u2019s shareholders.<\/p>\n
\u00a0<\/p>\n
Shareholders may exercise
\nrights under the BVI Act to dissent from a merger or consolidation of the Company. Under the BVI Act, a shareholder who dissents from
\na merger or consolidation is entitled to payment of the fair value of his or her shares, unless the Company is the surviving company and
\nthe shareholder continues to hold a similar interest in the surviving company. In addition, the BVI Act provides that shareholders are
\nentitled to exercise dissent rights in connection with certain other transactions, including where the Company disposes of more than 50%
\nof its assets, business or property, if such disposition is not in the usual or regular course of the business carried on by the Company.
\nA shareholder who wishes to exercise such dissent rights must object in writing to the relevant transaction before the meeting of shareholders
\nat which the transaction is to be voted on, or at the meeting but before the vote. If the Company and the dissenting shareholder fail
\nto agree on the fair value of the shares within the prescribed time limits, either party may refer the matter to the British Virgin Islands
\ncourt to determine fair value.<\/p>\n
\u00a0<\/p>\n
Shareholder Suits<\/p>\n
\u00a0<\/p>\n
We are not aware of any reported
\nclass action or derivative action having been brought in a court of the British Virgin Islands.<\/p>\n
\u00a0<\/p>\n
Under the BVI Act, if a company
\nor a director of a company engages in, or proposes to engage in, conduct that contravenes the BVI Act or the memorandum of association
\nor articles of the company, the BVI Court may, on the application of a shareholder or a director of the company, make an order directing
\nthe company or director to comply with, or restraining the company or director from engaging in that conduct.<\/p>\n
\u00a0<\/p>\n
In addition, under the BVI
\nAct, the BVI Court may, on the application of a shareholder of a company, grant leave to that shareholder to bring proceedings in the
\nname and on behalf of that company or to intervene in proceedings to which the company is a party for the purpose of continuing, defending
\nor discontinuing the proceedings on behalf of the company. In determining whether to grant leave for such derivative actions, the court
\nmust take into account certain matters, including whether the shareholder is acting in good faith, whether the derivative action is in
\nthe interests of the company taking account of the views of the company\u2019s directors on commercial matters and whether an alternative
\nremedy to the derivative claim is available.<\/p>\n
\u00a0<\/p>\n
A shareholder may bring an
\naction against the company for breach of a duty owed by the company to such shareholder. The BVI Act also includes provisions for actions
\nbased on oppression and for representative actions in circumstances where the interests of the claimant are substantially the same as
\nthose of other shareholders.<\/p>\n
\u00a0<\/p>\n
Corporate Governance<\/p>\n
\u00a0<\/p>\n
British Virgin Islands law
\ndoes not restrict transactions with directors, requiring only that directors exercise their duty to act honestly and in good faith in
\nwhat the directors believe to be in the best interests of the company, and to disclose their interests in any relevant transaction.<\/p>\n
\u00a0<\/p>\n
Indemnification<\/p>\n
\u00a0<\/p>\n
British Virgin Islands law
\nand our amended and restated memorandum and articles of association provide for the indemnification of our directors against all losses
\nor liabilities incurred or sustained by such director in defending any proceedings, whether civil, criminal; administrative or investigative
\nprovided that such indemnity shall only apply if the director acted honestly and in good faith with a view to the best interests of the
\ncompany and, with respect to any criminal action, had no reasonable cause to believe that his or her conduct was unlawful.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
The BVI Act and ouramended
\nand restated memorandum and articles of association also provide that the Company may purchase and maintain insurance in relation to any
\nperson who is or was a director, officer or liquidator of the Company, or who at the request of the Company is or was serving as a director,
\nofficer or liquidator of, or in any other capacity is or was acting for, another enterprise, against any liability asserted against such
\nperson and incurred by such person in that capacity, whether or not the Company has or would have had the power to indemnify such person
\nagainst the liability as provided in the amended and restated memorandum and articles of association.<\/p>\n
\u00a0<\/p>\n
Limitations on Director Liability<\/p>\n
\u00a0<\/p>\n
Under the BVI Act, a director
\nof a company is not liable for losses arising from the management of the company\u2019s business and affairs unless such losses arise
\nas a result of the director\u2019s failure to act honestly and in good faith with a view to the best interests of the company, or the
\ndirector\u2019s failure to exercise the care, diligence and skill that a reasonable director would exercise in the same circumstances.
\nOur amended and restated memorandum and articles of association do not contain provisions eliminating or limiting the personal liability
\nof directors for monetary damages for breaches of fiduciary duty. Unlike the DGCL, which permits a corporation to include in its certificate
\nof incorporation a provision eliminating or limiting the personal liability of directors for monetary damages for breach of the duty of
\ncare (subject to certain exceptions), BVI law does not contain an analogous statutory provision. However, as described above under \u201cIndemnification,\u201d
\nour amended and restated memorandum and articles of association provide for indemnification of directors who act honestly and in good
\nfaith with a view to the best interests of the Company.<\/p>\n
\u00a0<\/p>\n
Exchange Controls and Foreign Ownership
\nRestrictions<\/p>\n
\u00a0<\/p>\n
There are no exchange control
\nregulations or currency restrictions under the laws of the British Virgin Islands. The British Virgin Islands does not impose any limitations
\non the right of non-resident or foreign owners to hold or vote our shares. There are no restrictions on the repatriation of capital or
\nthe remittance of dividends, interest or other payments to non-resident holders of our shares. British Virgin Islands law does not impose
\nany withholding tax on payments of dividends or other distributions to shareholders.<\/p>\n
\u00a0<\/p>\n
Forum Selection<\/p>\n
\u00a0<\/p>\n
Our amended and restated memorandum
\nand articles of association do not contain an exclusive forum selection clause. Accordingly, actions against the Company or its directors
\nor officers may be brought in any court of competent jurisdiction, including courts in the British Virgin Islands, the United States,
\nor elsewhere. The absence of an exclusive forum provision may result in increased costs and uncertainty associated with resolving disputes
\nin multiple jurisdictions.<\/p>\n
\u00a0<\/p>\n
Transfer Agent and Registrar<\/p>\n
\u00a0<\/p>\n
The transfer agent and registrar
\nfor our ordinary shares is Continental Stock Transfer & Trust Company, located at 1 State Street,
\n30th Floor, New York, NY 10004.<\/p>\n
\u00a0<\/p>\n
Stock Exchange Listing<\/p>\n
\u00a0<\/p>\n
Our Class A ordinary shares are listed on the Nasdaq Capital Market
\nunder the symbol \u201cGTEC.\u201d<\/p>\n
\u00a0<\/p>\n
Debt Securities<\/p>\n
\u00a0<\/p>\n
General<\/p>\n
\u00a0<\/p>\n
As used in this prospectus,
\nthe term \u201cdebt securities\u201d refers to debentures, notes, bonds, and other evidences of indebtedness that we may issue from
\ntime to time. The debt securities will either be senior debt securities or subordinated debt securities. Debt securities will be issued
\npursuant to an indenture between us and a trustee to be identified therein. We have filed the forms of indentures as exhibits to the registration
\nstatement of which this prospectus is a part. We may issue debt securities that may or may not be convertible into our ordinary shares
\nor preferred shares. It is likely that convertible debt securities will not be issued under an indenture. We may issue the debt securities
\nindependently or together with any underlying securities, and debt securities may be attached or separate from the underlying securities.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
The following description
\nsummarizes certain provisions relating to the debt securities that we may issue and is not complete. When debt securities are offered
\nin the future, a prospectus supplement, information incorporated by reference, or a free writing prospectus, as applicable, will explain
\nthe particular terms of those securities and the extent to which these general provisions may apply. The specific terms of the debt securities
\nas described in a prospectus supplement, information incorporated by reference, or free writing prospectus will supplement and, if applicable,
\nmay modify or replace the general terms described in this section.<\/p>\n
\u00a0<\/p>\n
This summary and any description
\nof debt securities in the applicable prospectus supplement, information incorporated by reference, or free writing prospectus is subject
\nto and is qualified in its entirety by reference to all provisions of any specific debt securities document or agreement. We will file
\neach of these documents, as applicable, with the SEC and incorporate them by reference as an exhibit to the registration statement of
\nwhich this prospectus forms a part on or before the time we issue a series of debt securities. Please refer to the \u201cWhere You Can
\nFind More Information\u201d section of this prospectus for information on how to obtain a copy of a debt securities document when it
\nis filed.<\/p>\n
\u00a0<\/p>\n
As used herein, references
\nto a \u201cseries\u201d of debt securities refer to all debt securities issued as part of the same series under the applicable indenture.<\/p>\n
\u00a0<\/p>\n
Terms<\/p>\n
\u00a0<\/p>\n
The applicable prospectus
\nsupplement, information incorporated by reference, or free writing prospectus may describe the terms of any debt securities that we may
\noffer, including, but not limited to, the following:<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n the title of the debt securities;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n the aggregate principal amount of the debt securities;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n the price or prices at which the debt securities will be issued and the interest rate, if any, or the method by which the interest rate will be determined;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n the conversion price, if applicable, at which the debt securities may be converted into ordinary shares, preferred shares, or other securities;<\/p>\n
\u00a0\u00a0<\/p>\n
\u00a0
\n \u25cf
\n the date on which the right to convert the debt securities will commence and the date on which such right will expire;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n if applicable, the minimum or maximum principal amount of debt securities that may be converted at any one time;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n if applicable, a discussion of the material U.S. federal income tax considerations;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n if applicable, the terms relating to the repayment of principal and any premium on the debt securities;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n the identity of the indenture trustee, if any;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n if applicable, the procedures and conditions relating to the conversion of the debt securities; and<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n any other terms of the debt securities, including terms, procedures, and limitations relating to the exchange or conversion of the debt securities.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Form, Exchange and Transfer<\/p>\n
\u00a0<\/p>\n
We may issue debt securities
\nin registered form or bearer form. Debt securities issued in registered form (i.e., book-entry form) will be represented by a global security
\nregistered in the name of a depository, which will be the holder of all the debt securities represented by the global security. Investors
\nwho own beneficial interests in global debt securities will do so through participants in the depository\u2019s system, and the rights
\nof such indirect owners will be governed solely by the applicable procedures of the depository and its participants. In addition, we may
\nissue debt securities in non-global form (i.e., bearer form). If any debt securities are issued in non-global form, debt securities certificates
\nmay be exchanged for new debt securities certificates of different denominations, and holders may exchange, transfer, or convert their
\ndebt securities at the debt securities agent\u2019s office or any other office indicated in the applicable prospectus supplement, information
\nincorporated by reference, or free writing prospectus.<\/p>\n
\u00a0<\/p>\n
Prior to the conversion of
\ntheir debt securities, holders of debt securities convertible into Class A ordinary shares or preferred shares will not have any rights
\nof holders of Class A ordinary shares or preferred shares, and will not be entitled to dividend payments, if any, or voting rights of
\nthe Class A ordinary shares or preferred shares.<\/p>\n
\u00a0<\/p>\n
Conversion of Debt Securities<\/p>\n
\u00a0<\/p>\n
A debt security may entitle
\nthe holder to purchase, in exchange for the extinguishment of the debt represented thereby, a specified number of securities at a conversion
\nprice that will be stated in such debt security. Debt securities may be converted at any time up to the close of business on the expiration
\ndate set forth in the terms of such debt security. After the close of business on the expiration date, debt securities that have not been
\nconverted will be paid in accordance with their terms.<\/p>\n
\u00a0<\/p>\n
Debt securities may be converted
\nas set forth in the applicable offering materials. Upon receipt of a properly completed and duly executed notice of conversion at the
\ncorporate trust office of the indenture agent, if any, or at our principal office, we will deliver, as soon as practicable, the securities
\nissuable upon such conversion. If less than all of the debt represented by such debt security is converted, a new debt security will be
\nissued for the remaining principal amount.<\/p>\n
\u00a0\u00a0<\/p>\n
Warrants<\/p>\n
\u00a0<\/p>\n
The following description
\nsummarizes certain general terms and provisions of the warrants that we may issue. This summary does not purport to be complete and is
\nsubject to, and qualified in its entirety by reference to, the warrant agreements, which will be filed with the SEC in connection with
\nany offering of warrants. This description does not apply to warrants of the Company that are currently outstanding. For additional information
\nregarding any warrants we may offer, please refer to the applicable prospectus supplement and the heading \u201cWhere You Can Find More
\nInformation\u201d in this prospectus.<\/p>\n
\u00a0<\/p>\n
We may issue warrants to
\npurchase ordinary shares, preferred shares, or other securities. We will issue warrants under one or more warrant agreements between us
\nand a warrant agent to be named in the applicable prospectus supplement. The prospectus supplement relating to any warrants we offer will
\ninclude specific terms of the offering, including a description of any other securities sold together with the warrants. Such terms will
\ninclude some or all of the following:<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n the title of the warrants;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n the aggregate number of warrants offered;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n the price or prices at which the warrants will be issued;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n the currency or currencies in which the price of the warrants may be payable, including composite currencies;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n the designation, amount and terms of the securities purchasable upon exercise of the warrants<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n any rights to receive payments in cash or securities based on the value, rate, or price of one or more specified commodities, currencies, or indices;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n the number of ordinary shares, preferred shares, or other securities or rights issuable upon exercise of the warrants, and the procedures by which such numbers may be adjusted;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n the dates or periods during which the warrants are exercisable;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n whether the warrants are separately transferable from any other securities with which they are issued;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n if the exercise price is not payable in U.S. dollars, the foreign currency, currency unit, or composite currency in which the exercise price is denominated;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n any minimum or maximum amount of warrants that may be exercised at any one time;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n any terms relating to the modification of the warrants;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n any other terms of the warrants, including terms, procedures, and limitations relating to the transferability, exchange, exercise, or redemption of the warrants.<\/p>\n
\u00a0<\/p>\n
Prior to the exercise of any warrants, holders
\nof warrants will not be entitled, by virtue of holding such warrants, to:<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n vote or consent with respect to, or receive any dividends or other distributions on, any securities of the Company;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n receive notice of, or attend, any meeting of shareholders for the election of directors of the Company or any other matter; or<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n exercise any rights as holders of our securities.<\/p>\n
\u00a0<\/p>\n
Each warrant will entitle
\nthe holder thereof to purchase the number of ordinary shares or preferred shares at the exercise price set forth in, or calculable as
\nset forth in, the applicable prospectus supplement. Unless otherwise specified in the applicable prospectus supplement, holders may exercise
\nwarrants at any time up to the specified time on the expiration date set forth in the applicable prospectus supplement. After the close
\nof business on the expiration date, unexercised warrants will become void.<\/p>\n
\u00a0<\/p>\n
Holders of warrant certificates
\nmay exchange them for new warrant certificates of different denominations, present them for registration of transfer, and exercise them
\nat the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement. Prior to the
\nexercise of any warrants to purchase ordinary shares or preferred shares, holders of such warrants will not have any rights of holders
\nof the underlying ordinary shares, preferred shares, or other securities.<\/p>\n
\u00a0<\/p>\n
Rights<\/p>\n
\u00a0<\/p>\n
General<\/p>\n
\u00a0<\/p>\n
We may issue rights to purchase
\nour securities. The rights may or may not be transferable by the holders thereof. In connection with any rights offering, we may enter
\ninto a standby underwriting or other arrangement with one or more underwriters or other persons pursuant to which such underwriters or
\nother persons would purchase any offered securities remaining unsubscribed for after such rights offering. Each series of rights will
\nbe issued under a separate rights agent agreement to be entered into between us and one or more banks, trust companies, or other financial
\ninstitutions, as rights agent that we will name in the applicable prospectus supplement. The rights agent will act solely as our agent
\nin connection with the rights and will not assume any obligation or relationship of agency or trust for or with any holders of rights
\ncertificates or beneficial owners of rights.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Terms<\/p>\n
\u00a0<\/p>\n
The prospectus supplement
\nrelating to any rights that we offer will include specific terms relating to the offering, including, among other matters, the following:<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n the record date for determining the security holders entitled to the rights distribution;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n the aggregate number of rights to be issued and the aggregate number of securities purchasable upon exercise of the rights;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n the exercise price of the rights;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n the conditions to completion of the rights offering;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n the date on which the right to exercise the rights will commence and the date on which the rights will expire; and<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n any applicable United States federal income tax considerations.<\/p>\n
\u00a0<\/p>\n
Each right will entitle the
\nholder of the rights to purchase for cash the principal amount of debt securities or the number of ordinary shares, preferred shares,
\nor other securities, at the exercise price set forth in the applicable prospectus supplement. Rights may be exercised at any time up to
\nthe close of business on the expiration date for the rights provided in the applicable prospectus supplement. After the close of business
\non the expiration date, all unexercised rights will become void.<\/p>\n
\u00a0<\/p>\n
If less than all of the rights
\nissued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons other than our shareholders,
\nto or through agents, underwriters, or dealers, or through a combination of such methods, including pursuant to standby arrangements,
\nas described in the applicable prospectus supplement.<\/p>\n
\u00a0<\/p>\n
Units<\/p>\n
\u00a0<\/p>\n
General<\/p>\n
\u00a0<\/p>\n
We may issue units comprised
\nof any combination of our Class A ordinary shares, preferred shares, debt securities, warrants, and rights. We will issue each unit so
\nthat the holder of the unit is also the holder of each security included in the unit. As a result, the holder of a unit will have the
\nrights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities
\nincluded in the unit may not be held or transferred separately, at any time or at any time before a specified date.<\/p>\n
\u00a0<\/p>\n
The following description
\nis a summary of selected provisions relating to the units that we may offer. The following summary is not complete. When units are offered,
\nthe applicable prospectus supplement, information incorporated by reference, or free writing prospectus will describe the particular terms
\nof those securities and the extent to which these general provisions may apply. The specific terms of the units as described in a prospectus
\nsupplement, information incorporated by reference, or free writing prospectus will supplement and, if applicable, may modify or replace
\nthe general terms described in this section.<\/p>\n
\u00a0<\/p>\n
This summary and any description
\nof units in the applicable prospectus supplement, information incorporated by reference, or free writing prospectus is subject to, and
\nqualified in its entirety by reference to, the unit agreement, collateral arrangements, and depositary arrangements, if applicable. We
\nwill file each of these documents, as applicable, with the SEC and incorporate them by reference as an exhibit to the registration statement
\nof which this prospectus is a part on or before the time we issue a series of units. See \u201cWhere You Can Find Additional Information\u201d
\nand \u201cIncorporation of Certain Information by Reference\u201d below for information on how to obtain a copy of a document when it
\nis filed.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Terms<\/p>\n
\u00a0<\/p>\n
The applicable prospectus
\nsupplement, information incorporated by reference, or free writing prospectus will describe:<\/p>\n
\u00a0\u00a0<\/p>\n
\u00a0
\n \u25cf
\n the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances such securities may be held or transferred separately;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n any provisions for the issuance, payment, settlement, transfer, or exchange of the units or of the securities comprising the units;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n the terms of the unit agreement governing the units;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n any applicable material U.S. federal income tax considerations; and<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n whether the units will be issued in fully registered global form.<\/p>\n
\u00a0<\/p>\n
The applicable provisions
\ndescribed in this section, as well as those set forth in \u201cDescription of Securities\u201d above, will apply to each unit and to
\neach security included in the unit.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
PLAN OF DISTRIBUTION<\/p>\n
\u00a0<\/p>\n
We are registering Class
\nA ordinary shares, preferred shares, debt securities, warrants, rights, and units with an aggregate offering price not to exceed $200,000,000,
\nto be sold by us under a \u201cshelf\u201d registration process.<\/p>\n
\u00a0<\/p>\n
If we offer securities under
\nthis prospectus, we will amend or supplement this prospectus by means of an accompanying prospectus supplement setting forth the specific
\nterms and conditions of, and other information relating to, such offering as may be required.<\/p>\n
\u00a0<\/p>\n
We may sell the
\nsecurities from time to time in any of the following ways, or in any combination thereof:<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n to or through underwriters, brokers, or dealers;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n directly to one or more purchasers;<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n \u201cat the market offerings\u201d to or through market makers or into an existing market for the securities;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n through ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n block trades in which the broker-dealer will attempt to sell the securities as agent, but may position and resell a portion of the block as principal to facilitate the transaction;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n privately negotiated transactions;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n short sales (including short sales \u201cagainst the box\u201d);<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n through the writing or settlement of standardized or over-the-counter options or other hedging or derivative transactions, whether through an options exchange or otherwise;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n by pledge to secure debts and other obligations;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n through other methods not involving market makers or established trading markets, including direct sales to purchasers or sales effected through agents;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n any combination of the foregoing methods of sale; or<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n any other method permitted by applicable law and described in the applicable prospectus supplement.<\/p>\n
\u00a0<\/p>\n
The applicable prospectus supplement will set forth
\nthe terms of the offering of the securities, including:<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n the name or names of any underwriters, dealers, or agents, and the amounts of securities underwritten or purchased by each of them; and<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n the public offering price of the securities and the proceeds to us and any discounts, commissions or concessions allowed or reallowed or paid to dealers. Any public offering price and any discounts, commissions or concessions allowed or reallowed or paid to dealers may be changed from time to time.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
We may effect the distribution of the securities
\nfrom time to time in one or more transactions:<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n at a fixed price or prices, which may be changed from time to time;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n at market prices prevailing at the time of sale;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n at prices related to the prevailing market prices; or<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n at negotiated prices.<\/p>\n
\u00a0<\/p>\n
Offers to purchase securities
\nmay be solicited directly by us, and the sale thereof may be made by us directly to institutional investors or others, in which case no
\nunderwriters or agents would be involved. We may use electronic media, including the Internet, to sell offered securities directly.<\/p>\n
\u00a0<\/p>\n
If underwriters are used
\nin the sale of any securities, the securities will be acquired by the underwriters for their own account and may be resold from time to
\ntime in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined
\nat the time of sale. The securities may be offered to the public either through underwriting syndicates represented by managing underwriters
\nor directly by underwriters. Generally, the underwriters\u2019 obligations to purchase the securities will be subject to certain conditions
\nprecedent. Depending on the type of offering, the underwriters may be obligated to purchase all of the securities if they purchase any
\nof the securities, other than any securities purchased upon exercise of any over-allotment option.<\/p>\n
\u00a0<\/p>\n
The underwriters may receive
\ncompensation from us, for whom they may act as agents, in the form of discounts, concessions or commissions. Underwriters may sell the
\nsecurities to or through dealers, and the dealers may receive compensation in the form of discounts, concessions or commissions from the
\nunderwriters and\/or commissions from the purchasers for whom they may act as agents. Such compensation may be in excess of customary discounts,
\nconcessions or commissions.<\/p>\n
\u00a0<\/p>\n
We may offer the securities
\noffered hereby into an existing trading market on the terms described in the prospectus supplement relating thereto. Underwriters, dealers
\nand agents who participate in any at-the-market offerings will be described in the prospectus supplement relating thereto. To the extent
\nthat we make sales through one or more underwriters or agents in at-the-market offerings, we will do so pursuant to the terms of a sales
\nagency financing agreement or other at-the-market offering arrangement between us and the underwriters or agents. If we engage in at-the-market
\nsales pursuant to any such agreement, we will issue and sell such securities through one or more underwriters or agents, which may act
\non an agency basis or on a principal basis. During the term of any such agreement, we may sell our securities on a daily basis in exchange
\ntransactions or otherwise as we agree with the underwriters or agents. The agreement will provide that any securities sold will be sold
\nat prices related to the then-prevailing market prices for our securities. Therefore, exact figures regarding proceeds that will be raised
\nor commissions to be paid cannot be determined at this time. Pursuant to the terms of the agreement, we also may agree to sell, and the
\nrelevant underwriters or agents may agree to solicit offers to purchase, blocks of our securities. The terms of each such agreement will
\nbe set forth in more detail in the applicable prospectus supplement.<\/p>\n
\u00a0<\/p>\n
We may sell the securities
\nthrough agents from time to time. The prospectus supplement will name any agent involved in the offer or sale of the securities and any
\ncommissions payable to such agent. Generally, any agent will be acting on a best efforts basis for the period of its appointment.<\/p>\n
\u00a0<\/p>\n
If we utilize a dealer in
\nthe sale of the securities offered hereby, we may sell the securities to the dealer, as principal. The dealer may then resell such securities
\nto the public at varying prices to be determined by the dealer at the time of resale.<\/p>\n
\u00a0<\/p>\n
In effecting sales, broker-dealers
\nor agents engaged by us may arrange for other broker-dealers to participate in such sales. Broker-dealers or agents may receive commissions,
\ndiscounts, or concessions from us in amounts to be negotiated immediately prior to the sale. Such compensation may exceed customary discounts,
\nconcessions or commissions.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
In connection with the sale
\nof the securities or otherwise, we may enter into hedging transactions with broker-dealers or other financial institutions, which may
\nin turn engage in short sales of the securities in the course of hedging the positions they assume. We may also sell the securities short
\nand deliver the securities to close out such short positions, or loan or pledge the securities to broker-dealers that in turn may sell
\nsuch securities. We may also enter into option or other transactions with broker-dealers that involve the delivery of the securities offered
\nhereby to such broker-dealers, who may then resell or otherwise transfer such securities.<\/p>\n
\u00a0<\/p>\n
Any underwriter, broker-dealer
\nor agent that participates in the distribution of the securities may be deemed to be an \u201cunderwriter\u201d as defined in the Securities
\nAct. Any commissions paid or any discounts or concessions allowed to any such persons, and any profits received on resale of the securities,
\nmay be deemed to be underwriting discounts and commissions under the Securities Act. We will identify any underwriters or agents and describe
\ntheir compensation in a prospectus supplement. Any compensation paid to underwriters, dealers or agents in connection with the offering
\nof the securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers will be set forth in
\nthe applicable prospectus supplement.<\/p>\n
\u00a0<\/p>\n
The aggregate proceeds to
\nus from the sale of any securities will be the purchase price of such securities, less any applicable discounts and commissions.<\/p>\n
\u00a0<\/p>\n
Underwriters or agents may
\npurchase and sell the securities in the open market. These transactions may include over-allotment, stabilizing transactions, syndicate
\ncovering transactions and penalty bids. Over-allotment involves sales in excess of the offering size, which creates a short position.
\nStabilizing transactions consist of bids or purchases for the purpose of preventing or retarding a decline in the market price of the
\nsecurities and are permitted so long as the stabilizing bids do not exceed a specified maximum. Syndicate covering transactions involve
\nthe placing of any bid on behalf of the underwriting syndicate or the effecting of any purchase to reduce a short position created in
\nconnection with the offering. The underwriters or agents also may impose a penalty bid, which permits them to reclaim selling concessions
\nallowed to syndicate members or certain dealers if they repurchase the securities in stabilizing or covering transactions. These activities
\nmay stabilize, maintain or otherwise affect the market price of the securities, which may be higher than the price that might otherwise
\nprevail in the open market. These activities, if begun, may be discontinued at any time. These transactions may be effected on any exchange
\non which the securities are traded, in the over-the-counter market or otherwise.<\/p>\n
\u00a0<\/p>\n
Agents, broker-dealers and
\nunderwriters may be entitled to indemnification by us against certain civil liabilities, including liabilities under the Securities Act,
\nor to contribution with respect to payments that such agents, broker-dealers or underwriters may be required to make in respect thereof.<\/p>\n
\u00a0<\/p>\n
Agents, broker-dealers and
\nunderwriters, or their respective affiliates, may engage in transactions with, or perform services for, us in the ordinary course of business.
\nWe may also use underwriters or other third parties with whom we have a material relationship. We will describe the nature of any such
\nrelationship in the applicable prospectus supplement.<\/p>\n
\u00a0<\/p>\n
We are subject to the applicable
\nprovisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases
\nand sales of any of the securities offered in this prospectus. The anti-manipulation rules under the Exchange Act may apply to sales of
\nsecurities in the market and to our activities and those of our affiliates.<\/p>\n
\u00a0<\/p>\n
In order to comply with the
\nsecurities laws of certain states, if applicable, the securities must be sold in such jurisdictions only through registered or licensed
\nbrokers or dealers. In addition, in certain states the securities may not be sold unless they have been registered or qualified for sale
\nin the applicable state or an exemption from such registration or qualification requirement is available and complied with.<\/p>\n
\u00a0<\/p>\n
To the extent required, this prospectus may be
\namended or supplemented from time to time to describe a specific plan of distribution. Instead of selling securities under this prospectus,
\nwe may sell the securities offered hereby pursuant to other available exemptions from the registration requirements of the Securities
\nAct.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
LEGAL MATTERS<\/p>\n
\u00a0<\/p>\n
The validity of the securities
\nbeing offered hereby will be passed upon for us by Ogier. Certain legal matters with respect to United States federal securities law will
\nbe passed upon for us by Hunter Taubman Fischer & Li LLC. Additional legal matters may be passed upon for us or any underwriters,
\ndealers or agents, by counsel that we will name in the applicable prospectus supplement.<\/p>\n
\u00a0<\/p>\n
EXPERTS<\/p>\n
\u00a0<\/p>\n
The financial statements incorporated
\nby reference in this prospectus as of and for the fiscal years ended December 31, 2024 and 2025 have been audited by Enrome LLP, an independent
\nregistered public accounting firm, as set forth in their report thereon included therein, and incorporated herein by reference, and are
\nincorporated by reference herein in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
\nThe office of Enrome LLP is located at 143 Cecil Street #19-03\/04, GB Building, Singapore 069542.<\/p>\n
\u00a0<\/p>\n
WHERE YOU CAN FIND ADDITIONAL INFORMATION<\/p>\n
\u00a0<\/p>\n
The rules and regulations
\nof the SEC allow us to omit from this prospectus certain information included in the registration statement. For further information about
\nus and the Securities, you should refer to the registration statement and the exhibits and schedules filed with the registration statement.
\nWith respect to the statements contained in this prospectus regarding the contents of any agreement or any other document, in each instance,
\nthe statement is qualified in all respects by the complete text of the agreement or document, a copy of which has been filed as an exhibit
\nto the registration statement.<\/p>\n
\u00a0<\/p>\n
Because we are subject to
\nthe informational reporting requirements of the Exchange Act, we file annual, quarterly and current reports, proxy statements and other
\ninformation with the SEC. Our SEC filings are available over the Internet on the SEC\u2019s website at http:\/\/www.sec.gov. Our
\nwebsite address is https:\/\/ir.gtec-tech.com. The information on, or that can be accessed
\nthrough, our website is not part of this prospectus.<\/p>\n
\u00a0<\/p>\n
INCORPORATION OF CERTAIN INFORMATION
\nBY REFERENCE<\/p>\n
\u00a0<\/p>\n
The SEC allows us to incorporate
\nby reference the information and reports we file with it, which means that we can disclose important information to you by referring you
\nto these documents. The information incorporated by reference is an important part of this prospectus, and information that we file after
\nthe date hereof with the SEC will automatically update and supersede the information already incorporated by reference. We are incorporating
\nby reference the documents listed below, which we have already filed with the SEC, and any future filings we make with the SEC under Sections
\n13(a), 13(c), 14 or 15(d) of the Exchange Act, except as to any portion of any future report or document that is not deemed filed under
\nsuch provisions, after the date of this prospectus and prior to the termination of this offering:<\/p>\n
\u00a0<\/p>\n
\u00a0
\n 1)
\n our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 23, 2026; and<\/p>\n
\u00a0<\/p>\n
\u00a0
\n 2)
\n The description of our ordinary shares, no par value per share, contained under\u00a0Exhibit 4.1\u00a0to our annual report on\u00a0Form 10-K\u00a0for the year ended December 31, 2025 (File No. 001-38605), including all amendments and reports updating that description and including any amendment or report filed for the purpose of updating such description.<\/p>\n
\u00a0<\/p>\n
Upon request, we will provide,
\nwithout charge, to each person, including any beneficial owner, to whom a copy of this prospectus is delivered a copy of the documents
\nincorporated by reference into this prospectus. You may request a copy of these filings, and any exhibits we have specifically incorporated
\nby reference as an exhibit in this prospectus, at no cost by writing or telephoning us at the following:<\/p>\n
\u00a0<\/p>\n
Greenland Technologies Holding Corporation<\/p>\n
50 Millstone Road, Building 400 Suite 130<\/p>\n
East Windsor, NJ 08512<\/p>\n
United States<\/p>\n
Tel: 1 (888) 827-4832<\/p>\n
\u00a0<\/p>\n
You may also access these
\ndocuments, free of charge on the SEC\u2019s website at www.sec.gov. Information contained on our website is not incorporated by
\nreference into this prospectus, and you should not consider any information on, or that can be accessed from, our website as part of this
\nprospectus or any accompanying prospectus supplement.<\/p>\n
\u00a0<\/p>\n
This prospectus is part of
\na registration statement we filed with the SEC. We have incorporated exhibits into this registration statement. You should read the exhibits
\ncarefully for provisions that may be important to you.<\/p>\n
\u00a0<\/p>\n
We have not authorized anyone
\nto provide you with information other than what is incorporated by reference or provided in this prospectus or any prospectus supplement.
\nWe are not making an offer of these securities in any state where such offer is not permitted. You should not assume that the information
\nin this prospectus or in the documents incorporated by reference is accurate as of any date other than the date on the front of this prospectus
\nor those documents.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
PART II<\/p>\n
\u00a0<\/p>\n
INFORMATION NOT REQUIRED IN PROSPECTUS<\/p>\n
\u00a0<\/p>\n
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION<\/p>\n
\u00a0<\/p>\n
The following table sets forth all expenses to
\nbe paid by the Registrant, other than underwriting discounts and commissions, in connection with this offering. All amounts shown are
\nestimates.<\/p>\n
\u00a0<\/p>\n
SEC registration fee\u00a0
\n $12,769\u00a0<\/p>\n
FINRA filing fee\u00a0
\n $*\u00a0<\/p>\n
Printing fees\u00a0
\n $*\u00a0<\/p>\n
Legal fees and expenses\u00a0
\n $*\u00a0<\/p>\n
Accounting fees and expenses\u00a0
\n $*\u00a0<\/p>\n
Miscellaneous\u00a0
\n $*\u00a0<\/p>\n
Total\u00a0
\n $*\u00a0<\/p>\n
\u00a0<\/p>\n
*These fees and expenses depend on the manner
\nof sale of the securities, the securities offered and the number of issuances, and accordingly cannot be estimated at this time. Each
\nprospectus supplement related to this registration statement will reflect estimated expenses based on the applicable offering.<\/p>\n
\u00a0<\/p>\n
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS<\/p>\n
\u00a0<\/p>\n
Our amended and restated memorandum
\nand articles of association provide that, subject to certain limitations, the Company shall indemnify its directors and officers against
\nall expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection
\nwith legal, administrative or investigative proceedings. Such indemnification shall only apply if the person acted honestly and in good
\nfaith with a view to the best interests of the Company and, in the case of criminal proceedings, the person had no reasonable cause to
\nbelieve that his or her conduct was unlawful. The decision of the directors as to whether the person acted honestly and in good faith
\nand with a view to the best interests of the Company and as to whether the person had no reasonable cause to believe that his or her conduct
\nwas unlawful shall be, in the absence of fraud, sufficient for the purposes of the amended and restated memorandum and articles of association,
\nunless a question of law is involved. The termination of any proceedings by any judgment, order, settlement, conviction or the entering
\nof a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to
\nthe best interests of the Company or that the person had reasonable cause to believe that his conduct was unlawful.<\/p>\n
\u00a0<\/p>\n
The Company has entered into
\nindemnification agreements with its directors and executive officers, in addition to the indemnification provided for in its amended and
\nrestated memorandum and articles of association, and intends to enter into indemnification agreements with any new directors and executive
\nofficers in the future.<\/p>\n
\u00a0<\/p>\n
These provisions may discourage
\nshareholders from bringing a lawsuit against the Company\u2019s directors for breach of their fiduciary duty. These provisions also may
\nhave the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful,
\nmight otherwise benefit the Company and its shareholders. Furthermore, a shareholder\u2019s investment may be adversely affected to the
\nextent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.<\/p>\n
\u00a0<\/p>\n
The Company believes that
\nthese provisions and the indemnification agreements are necessary to attract and retain talented and experienced directors and officers.<\/p>\n
\u00a0<\/p>\n
Insofar as indemnification
\nfor liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing
\nprovisions, the Company has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in
\nthe Securities Act and is therefore unenforceable.<\/p>\n
\u00a0<\/p>\n
The foregoing discussion of
\nthe Company\u2019s amended and restated memorandum and articles of association and the indemnification provisions is not intended to
\nbe exhaustive and is qualified in its entirety by reference to the full text of the Company\u2019s amended and restated memorandum and
\narticles of association.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES<\/p>\n
\u00a0<\/p>\n
(a) Exhibits. We have filed the exhibits listed on
\nthe accompanying Exhibit Index of this Registration Statement.<\/p>\n
\u00a0<\/p>\n
EXHIBIT INDEX<\/p>\n
\u00a0<\/p>\n
Exhibit
\n \u00a0
\n \u00a0<\/p>\n
Number
\n \u00a0
\n Description<\/p>\n
1.1*
\n \u00a0
\n Form of Underwriting Agreement<\/p>\n
3.1
\n \u00a0
\n Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated by reference into exhibit 3.1 to the annual report on Form 10-K of the Registrant, filed with the SEC on March 23, 2026)<\/p>\n
4.1
\n \u00a0
\n Specimen Class A Ordinary Share Certificate of the Registrant<\/p>\n
4.2*
\n \u00a0
\n Form of Warrant Agreement and Warrant Certificate<\/p>\n
4.3
\n \u00a0
\n Form of indenture with respect to senior debt securities, to be entered into between registrant and a trustee acceptable to the registrant, if any<\/p>\n
4.4
\n \u00a0
\n Form of indenture with respect to subordinated debt securities, to be entered into between registrant and a trustee acceptable to the registrant, if any<\/p>\n
4.5*
\n \u00a0
\n Form of Debt Securities<\/p>\n
4.6*
\n \u00a0
\n Form of Right Agreement and Right Certificate<\/p>\n
4.7*
\n \u00a0
\n Form of Unit Agreement and Unit Certificate<\/p>\n
5.1
\n \u00a0
\n Opinion of Ogier<\/p>\n
23.1
\n \u00a0
\n Consent of Enrome LLP, an independent registered public accounting firm<\/p>\n
23.2*
\n \u00a0
\n Consent of Ogier (included in Exhibit 5.1)<\/p>\n
24.1
\n \u00a0
\n Power of Attorney (Included on Signature Page)<\/p>\n
25.1**
\n \u00a0
\n Statement of Eligibility of Trustee under the Indenture<\/p>\n
107
\n \u00a0
\n Filing Fee Table<\/p>\n
\u00a0<\/p>\n
*
\n To be filed, if necessary, by amendment or as an exhibit to a report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and incorporated herein by reference.<\/p>\n
**
\n To be filed in accordance with the requirements of Section 305(b)(2) of the Trust Indenture Act of 1939, as amended, and the applicable rules thereunder.<\/p>\n
\u00a0<\/p>\n
ITEM 17. UNDERTAKINGS.<\/p>\n
\u00a0<\/p>\n
The
\nundersigned registrant hereby undertakes:<\/p>\n
\u00a0<\/p>\n
(1)
\nTo file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:<\/p>\n
\u00a0<\/p>\n
(i)
\nto include any prospectus required by Section\u00a010(a)(3) of the Securities Act of 1933;<\/p>\n
\u00a0<\/p>\n
(ii)
\nto reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
\namendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
\nstatement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
\noffered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
\nmay be reflected in the form of prospectus filed with the Commission pursuant to Rule\u00a0424(b) if, in the aggregate, the changes in
\nvolume and price represent no more than 20% change in the maximum aggregate offering price set forth in the \u201cCalculation of Filing
\nFee Tables\u201d or \u201cCalculation of Registration Fee\u201d table, as applicable, in the effective registration statement;\u00a0and<\/p>\n
\u00a0<\/p>\n
(iii)
\nto include any material information with respect to the plan of distribution not previously disclosed in the registration statement or
\nany material change to such information in the registration statement;<\/p>\n
\u00a0<\/p>\n
provided,
\nhowever,\u00a0that paragraphs (1)(i), (1)(ii)\u00a0and (1)(iii)\u00a0do not apply if the information required to be included in a
\npost-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant
\nto Section\u00a013 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the
\nregistration statement, or is contained in a form of prospectus filed pursuant to Rule\u00a0424(b) that is part of the registration statement.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
(2)
\nThat, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
\nto be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
\nbe deemed to be the initial\u00a0bona fide\u00a0offering thereof.<\/p>\n
\u00a0<\/p>\n
(3)
\nTo remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
\nof the offering.<\/p>\n
\u00a0<\/p>\n
(4)
\nThat, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:<\/p>\n
\u00a0<\/p>\n
(i)
\nEach prospectus filed by the registrant pursuant to Rule\u00a0424(b)(3) shall be deemed to be part of the registration statement as of
\nthe date the filed prospectus was deemed part of and included in the registration statement;\u00a0and<\/p>\n
\u00a0<\/p>\n
(ii)
\nEach prospectus required to be filed pursuant to Rule\u00a0424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
\non Rule\u00a0430B relating to an offering made pursuant to Rule\u00a0415(a)(1)(i), (vii), or (x)\u00a0for the purpose of providing the
\ninformation required by Section\u00a010(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration
\nstatement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of
\nsale of securities in the offering described in the prospectus. As provided in Rule\u00a0430B, for liability purposes of the issuer and
\nany person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating
\nto the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall
\nbe deemed to be the initial\u00a0bona fide\u00a0offering thereof.\u00a0Provided, however,\u00a0that no statement made in
\na registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated
\nby reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time
\nof contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus
\nthat was part of the registration statement or made in any such document immediately prior to such effective date.<\/p>\n
\u00a0<\/p>\n
(5)
\nThat, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
\nof the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
\nto this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
\nare offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to
\nthe purchaser and will be considered to offer or sell such securities to such purchaser:<\/p>\n
\u00a0<\/p>\n
(i)
\nAny preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule\u00a0424;<\/p>\n
\u00a0<\/p>\n
(ii)
\nAny free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by
\nthe undersigned registrant;<\/p>\n
\u00a0<\/p>\n
(iii)
\nThe portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
\nor its securities provided by or on behalf of the undersigned registrant;\u00a0and<\/p>\n
\u00a0<\/p>\n
(iv)
\nAny other communication that is an offer in the offering made by the undersigned registrant to the purchaser.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
(6)
\nThe undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing
\nof the registrant\u2019s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
\napplicable, each filing of an employee benefit plan\u2019s annual report pursuant to section 15(d) of the Securities Exchange Act of
\n1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the
\nsecurities offered therein, and the offering of such securities at that time shall be deemed to be the initial\u00a0bona fide\u00a0offering
\nthereof.<\/p>\n
\u00a0<\/p>\n
(7)
\nThat, for purposes of determining any liability under the Securities Act, (i)\u00a0the information omitted from the form of prospectus
\nfiled as part of the registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant
\npursuant to Rule 424(b)(l) or (4)\u00a0or 497(h) under the Securities Act shall be deemed to be a part of the registration statement as
\nof the time it was declared effective; and (ii)\u00a0each post-effective amendment that contains a form of prospectus shall be deemed
\nto be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
\nbe deemed to be the initial bona fide offering thereof.<\/p>\n
\u00a0<\/p>\n
(8)
\nInsofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
\npersons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
\nSecurities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore,
\nunenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses
\nincurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
\nis asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless
\nin the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
\nquestion whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
\nadjudication of such issue.<\/p>\n
\u00a0<\/p>\n
(9)
\nTo file an application for the purpose of determining the eligibility of the trustee to act under subsection (a)\u00a0of Section\u00a0310
\nof the Trust Indenture Act in accordance with the rules\u00a0and regulations prescribed by the Commission under Section\u00a0305(b)(2)\u00a0of
\nthe Trust Indenture Act.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
SIGNATURES<\/p>\n
\u00a0<\/p>\n
Pursuant to the requirements
\nof the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the
\nrequirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
\nduly authorized in East Windsor, State of New Jersey, on the 27\u00a0day of March, 2026.<\/p>\n
\u00a0<\/p>\n
\u00a0
\n Greenland Technologies Holding Corporation<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n By:
\n \/s\/ Raymond Z. Wang<\/p>\n
\u00a0
\n Name:
\n Raymond Z. Wang<\/p>\n
\u00a0
\n Title:
\n Chief Executive Officer<\/p>\n
\u00a0<\/p>\n
POWER OF ATTORNEY<\/p>\n
\u00a0<\/p>\n
KNOW
\nALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Raymond Z. Wang and Chenyang
\nWang, as true and lawful\u00a0attorneys-in-fact\u00a0and agents, with full powers of substitution and resubstitution, for them and in
\ntheir name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration
\nstatement\u00a0(or any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under
\nthe Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC,
\nand generally to do all such things in their names and behalf in their capacities as officers and directors to enable Greenland Technologies
\nHolding Corporation to comply with the provisions of the Securities Act of 1933 and all requirements of the SEC, granting unto said\u00a0attorneys-in-fact\u00a0and
\nagents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in
\nconnection therewith, as fully to all intents and purposes as he might or could do in person, ratifying and confirming all that said\u00a0attorneys-in-fact\u00a0and
\nagents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.<\/p>\n
\u00a0<\/p>\n
Pursuant to the requirements
\nof the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the
\ndates indicated.<\/p>\n
\u00a0<\/p>\n
Signatures
\n \u00a0
\n Title
\n \u00a0
\n Date<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\/s\/ Raymond Z. Wang \u00a0
\n \u00a0
\n Chief Executive Officer
\n \u00a0
\n March 27, 2026<\/p>\n
Raymond Z. Wang
\n \u00a0
\n (principal executive officer)
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\/s\/ Chenyang Wang
\n \u00a0
\n Acting Chief Financial Officer\u00a0
\n \u00a0
\n March 27, 2026<\/p>\n
Chenyang Wang
\n \u00a0
\n (principal financial and accounting officer)
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\/s\/ Peter Zuguang Wang
\n \u00a0
\n Director
\n \u00a0
\n March 27, 2026<\/p>\n
Peter Zuguang Wang
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\/s\/ Zheng He
\n \u00a0
\n Director
\n \u00a0
\n March 27, 2026<\/p>\n
Zheng He
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\/s\/ Charles Athle Nelson
\n \u00a0
\n Director
\n \u00a0
\n March 27, 2026<\/p>\n
Charles Athle Nelson
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\/s\/ Bo (Frank) Shen
\n \u00a0
\n Director
\n \u00a0
\n March 27, 2026<\/p>\n
Bo (Frank) Shen
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\/s\/ Ming Zhao
\n \u00a0
\n Director
\n \u00a0
\n March 27, 2026<\/p>\n
Ming Zhao
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n","protected":false},"excerpt":{"rendered":"As filed with the Securities and Exchange Commission on March 27, 2026. Registration Statement No. 333-\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u00a0 UNITED…\n","protected":false},"author":2,"featured_media":50661,"comment_status":"","ping_status":"","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[5],"tags":[28192,28193,57,24092,15285,26988,28191],"class_list":{"0":"post-50660","1":"post","2":"type-post","3":"status-publish","4":"format-standard","5":"has-post-thumbnail","7":"category-greenland","8":"tag-200m-offering","9":"tag-csrc-filing","10":"tag-greenland","11":"tag-greenland-technologies","12":"tag-gtec","13":"tag-hfca-act","14":"tag-s-3-shelf-registration"},"share_on_mastodon":{"url":"https:\/\/pubeurope.com\/@dk\/116307843107084515","error":""},"_links":{"self":[{"href":"https:\/\/www.europesays.com\/dk\/wp-json\/wp\/v2\/posts\/50660","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.europesays.com\/dk\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.europesays.com\/dk\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.europesays.com\/dk\/wp-json\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/www.europesays.com\/dk\/wp-json\/wp\/v2\/comments?post=50660"}],"version-history":[{"count":0,"href":"https:\/\/www.europesays.com\/dk\/wp-json\/wp\/v2\/posts\/50660\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.europesays.com\/dk\/wp-json\/wp\/v2\/media\/50661"}],"wp:attachment":[{"href":"https:\/\/www.europesays.com\/dk\/wp-json\/wp\/v2\/media?parent=50660"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.europesays.com\/dk\/wp-json\/wp\/v2\/categories?post=50660"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.europesays.com\/dk\/wp-json\/wp\/v2\/tags?post=50660"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}