UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ofOF ~~The Securities and Exchange Act of 1934~~THE

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF ~~of earliest event reported): October 2, 2023~~1934

Date of Report (Date of earliest event reported): November 17, 2023

GREEN GIANT INC.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Charter)

Florida	001-34864	33-0961490
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6 Xinghan Road, 19th Floor Hanzhong City Shaanxi Province, PRC		723000
(Address of principal executive offices)		(Zip Code)

6 Xinghan Road, 19th Floor

Hanzhong City

Shaanxi Province, PRC 723000

(Address of Principal Executive Offices and Zip Code)

~~(+86) 091-62622612 (~~Registrant’s telephone number, including area code: (86) 091-62622612

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		GGE		The NASDAQ Capital Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under ~~any~~ any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a - 12(b))

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.~~13e~~13d-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 35.~~01 Notice~~ 07 Submission of ~~Failure~~Matters to ~~Satisfy~~ a ~~Continued~~Vote ~~Listing Rule or Standard; Transfer~~ of ~~Listing~~Security Holders.

On ~~October~~November 217, 2023, 10:00 a.m. Eastern Time, Green Giant Inc. , (the “Company”) ~~received~~held aits ~~written~~2023 ~~notice~~annual ~~(the~~meeting ~~“Notice”) from the Listing Qualifications Department~~ of ~~The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance with the Nasdaq Listing~~ ~~Rules~~stockholders (the “~~Rules~~Annual Meeting”). At asthe aAnnual ~~result~~Meeting, ofa ~~not~~majority ~~having held an annual meeting~~ of ~~stockholders within 12 months of~~ the ~~end of the~~ Company’s ~~fiscal~~ ~~year~~shares ~~on September 30, 2022. The Notice is only a notification~~ of common ~~deficiency,~~stock ~~not~~represented ofat ~~imminent~~the ~~delisting,~~Annual Meeting and ~~has~~voting ~~no current effect~~ on ~~the~~each ~~listing~~proposal orvoted ~~trading~~to ofapprove the ~~Company’s~~following ~~securities on the Nasdaq Capital Market.~~proposals:

~~The Notice~~1. ~~states~~To ~~that,~~elect ~~under~~Yuhuai ~~the Rules~~Luo, ~~the~~Jian ~~Company~~Zhang, ~~has~~Xinping 45Li, ~~calendar~~Rongrong ~~days~~Dai, toand ~~submit~~Qingfeng aZhou ~~plan~~as todirectors ~~regain compliance with the Rules. The Company intends~~ to ~~submit~~serve for a ~~plan~~one-year toterm ~~regain~~that ~~compliance~~expires ~~with~~at the ~~Rules~~next ~~within~~annual ~~the~~meeting ~~required timeframe. If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an extension~~ of ~~up to 180 calendar days from the Company’s fiscal year end~~stockholders, or until ~~March~~their ~~28,~~successors ~~2024, to~~are ~~regain~~elected ~~compliance.~~and ~~The~~qualified ~~Notice~~or ~~further~~until ~~states~~their ~~that~~earlier inresignation ~~determining~~or ~~whether~~removal; to2. ~~accept~~To ratify the ~~Company’s~~appointment ~~plan,~~of ~~Nasdaq~~OneStop ~~will~~Assurance ~~consider such~~PAC ~~things~~ as ~~the~~our ~~likelihood~~independent ~~that~~registered ~~the~~public ~~annual~~accountants ~~meeting can be held within the 180-day period, the Company’s past compliance history, the reasons~~ for the ~~delayed~~fiscal ~~meeting,~~year ~~other~~ended ~~corporate~~September ~~events that may occur during the review period~~30, ~~the~~2023; ~~Company’s~~3. ~~overall~~To ~~financial condition~~authorize and ~~its~~approve ~~public disclosures. If Nasdaq does not accept~~ the Company’s ~~plan,~~2023 ~~the~~Equity ~~Company~~Incentive ~~will~~Plan, ~~have~~as ~~the~~amended; ~~opportunity to appeal the decision in front of a Nasdaq Hearings Panel.~~and

~~Information~~All ~~Concerning~~matters ~~Forward~~voted on at the Annual Meeting were approved as recommended by the Board of Directors of the Company. The number of votes cast for or against and the number of abstentions and broker non-~~Looking~~votes ~~Statements~~with respect to each proposal, as applicable, is set forth below. The Company’s inspector of election reported the final vote of the stockholders as follows:

The Company makes forward-looking statements in this report within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts for future events. These statements may be preceded by, followed by or include the words “may,” “might,” “will,” “will likely result,” “should,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or similar expressions. These forward-looking statements are based on information available to us as of the date of this report, and involve substantial risks and uncertainties. Actual results may vary materially from those expressed or implied by the forward-looking statements herein due to a variety of factors, including the Company’s ability to submit a plan of compliance satisfactory to Nasdaq, the Company’s ability to evidence that it can hold an annual meeting of stockholders by March 28, 2024, the Company’s successful appeal of Nasdaq’s rejection of the Company’s plan, and other risks and uncertainties set forth in the Company’s reports filed with the Securities and Exchange Commission. The Company does not undertake any obligation to update forward-looking statements as a result of new information, future events or developments or otherwise.

	For		Against		Abstain
Election of Directors
YUHUAI LUO		32,947,344		120		0
JIAN ZHANG		32,947,294		170		0
XINPING LI		32,947,344		120		0
RONGRONG DAI		32,947,294		170		0
QINGFENG ZHOU		32,947,294		170		0

Ratification of appointment of independent registered public accounting firm		32,947,364		55		45

Approval of the Company’s 2023 Equity Incentive Plan		32,947,294		150		20

~~SIGNATURES~~SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 4, 2023	Green Giant Inc.
Dated: November 17, 2023	Green Giant Inc.
	By:	/s/ Yuhuai Luo
		Yuhuai Luo
		Name:	Yuhuai Luo
		Chief Executive Officer
		Title:	Chief Executive Officer and Chairman

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