As filed with the U.S. Securities and Exchange Commission on ~~August~~December 2623, ~~2022~~2025.

Registration Statement No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1 ~~REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933~~

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

GREENLAND TECHNOLOGIES HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

British Virgin Islands

3537

N/A

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

50 Millstone Road, Building 400 Suite 130

East Windsor, NJ 08512

United States

1 (888) 827-4832

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Raymond Wang, Chief Executive Officer

50 Millstone Road, Building 400 Suite 130

East Windsor, NJ 08512

United States

1 (888) 827-4832

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies ~~of all communications, including communications sent~~ to ~~agent for service, should be sent to~~:

Ying Li, Esq. Guillaume de Sampigny, Esq. Hunter Taubman Fischer & Li LLC 950 Third Avenue 19th Floor New York, NY 10022 212-530-2206 Ross Carmel, Esq. Jeff Cahlon, Esq. Sichenzia Ross Ference Carmel LLP 1185 Avenue of the Americas New York, NY 10036 212-930-9700

~~Guillaume~~Approximate dedate ~~Sampigny,~~of ~~Esq~~commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.

~~Hunter~~If ~~Taubman~~any ~~Fischer~~of &the Lisecurities ~~LLC~~being registered on this 48Form ~~Wall~~are ~~Street~~to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, ~~Suite~~check ~~1100~~the following box. ☒

~~New~~If ~~York~~this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, NYcheck ~~10022~~the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

212-530-2206

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ 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 7(a)(2)(B) of the Securities Act. ☐

The ~~Registrant~~registrant hereby amends this ~~Registration~~registration ~~Statement~~statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, ~~as amended,~~ or until ~~the~~this ~~Registration~~registration ~~Statement~~statement shall become effective on such date as the ~~U.S.~~ Securities and Exchange Commission, ~~acting~~ acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. ~~The~~These ~~selling~~securities ~~securityholder~~ may not ~~sell~~be ~~these~~sold ~~securities~~ until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell ~~these securities~~nor ~~and~~does it isseek ~~not soliciting~~ an offer to buy these securities in any ~~state~~jurisdiction where the offer or sale is not permitted.

~~PRELIMINARY~~Subject ~~PROSPECTUS~~to Completion, ~~SUBJECT~~dated TODecember ~~COMPLETION DATED AUGUST 26~~23, ~~2022~~2025

Preliminary Prospectus

GREENLAND TECHNOLOGIES HOLDING CORPORATION

Up6,000,000 toUnits, with each Unit consisting of one Ordinary Share and four-fifths (4/5) of one Warrant,~~146,026~~ ~~Ordinary Shares~~with ~~Issuable~~each ~~upon~~whole warrant exercisable to purchase one Ordinary Share

~~Exercise~~6,000,000 ofOrdinary ~~Pre-Funded Warrants~~Shares ~~and~~included ~~Common~~in ~~Warrants~~the Units

This prospectus relates to the offer and sale from time to time by the selling securityholder named in this prospectus (the “Selling Securityholder”) of an aggregate of up to 5,146,026 ordinary shares of Greenland Technologies Holding Corporation (the “Company”, “Greenland,” “we,” “us,” or “ours”), no par value per share (the “ordinary shares”), which consists of (i) up to 616,026 ordinary shares issuable upon the exercise of 616,026 pre-funded warrants held by such Selling Securityholder, each exercisable for one ordinary share at an exercise price of US$0.001 per share (collectively, the “pre-funded warrants,” and each, a “pre-funded warrant”) and (ii) up to 4,~~530~~800,000 ~~ordinary~~Warrants ~~shares~~included issuable upon the exercise of 4,530,000 common warrants held by such Selling Securityholder, each exercisable for one ordinary share at an exercise price of US$4.49 per share (collectively, the “common warrants”, and each a “common warrant”, and, together with the pre-funded warrants, the “PIPE warrants”). The PIPE warrants were originally issued in ~~a private placement to~~ the ~~Selling Securityholder.~~Units

WeUp ~~will not receive any proceeds from the sale of securities by the Selling Securityholder pursuant~~ to ~~this prospectus~~4,800,000 ~~although~~Ordinary weShares ~~could~~Underlying ~~receive up to $20.34 million in proceeds from~~ the ~~exercise of all of the PIPE warrants for cash. Any amounts we receive from~~ ~~such exercises will be used for working capital and other general corporate purposes.~~Warrants

~~Information~~We are offering on a firm commitment basis 6,000,000 ~~regarding~~units ~~the~~(each, ~~Selling~~a ~~Securityholder~~“Unit,” and, collectively, the ~~amounts~~“Units”), with each Unit consisting of (i) one ordinary ~~shares~~share, no ~~that~~par ~~may~~value beper ~~sold~~share by(each, ~~such~~an ~~Selling~~“Ordinary ~~Securityholder~~Share,” and, collectively, the ~~times~~“Ordinary Shares”), and ~~manner~~ in(ii) four-fifths ~~which~~(4/5) itof ~~may~~one ~~offer~~warrant, ~~and~~with ~~sell~~each ~~the~~whole ~~ordinary~~warrant ~~shares~~exercisable ~~under~~for ~~this~~one ~~prospectus~~Ordinary isShare ~~provided~~(each, ~~under~~a ~~the sections titled~~ “~~Selling Securityholder~~Warrant,” and, ~~“Plan~~collectively, ofthe ~~Distribution,~~“Warrants”). ~~respectively,~~Each incombination ~~this~~of ~~prospectus.~~five WeWarrants ~~are~~will ~~registering~~be ~~the~~exercisable ~~securities~~ for ~~resale~~four ~~pursuant to~~Ordinary ~~the~~Shares, ~~Selling~~and ~~Securityholder’s~~only whole ~~registration~~Warrants ~~rights~~are ~~under~~exercisable. aWe ~~registration~~have ~~rights~~assumed ~~agreement~~a ~~between~~public usoffering ~~and~~price ~~the~~of ~~Selling Securityholder~~$1. ~~Our~~08 ~~registration~~per ofUnit, which represents the ~~securities~~last ~~covered~~reported bysale ~~this~~price of ~~prospectus~~our ~~does~~Ordinary ~~not~~Shares ~~mean~~as ~~that~~reported on the ~~Selling~~Nasdaq ~~Securityholder~~Capital ~~will~~Market, ~~offer~~ or ~~sell~~Nasdaq, ~~any~~on ~~of the~~December ~~ordinary~~18, ~~shares~~2025. The ~~Selling~~final ~~Securityholder~~public ~~may~~offering ~~offer,~~price ~~sell~~will be ordetermined ~~distribute~~through ~~all~~negotiation orbetween aus ~~portion~~and ofthe underwriters in the ~~ordinary~~offering ~~shares~~and itthe ~~holds~~assumed ~~publicly~~public offering price used throughout orthis ~~through~~prospectus ~~private~~may ~~transactions~~not atbe ~~prevailing~~indicative ~~market~~of ~~prices~~the oractual atpublic ~~negotiated~~offering ~~prices~~price.

The Warrants will have a three-year term, ~~Selling~~will ~~Securityholder~~be immediately exercisable after issuance and ~~intermediaries~~have ~~through~~an ~~whom~~initial ~~such~~exercise ~~ordinary~~price ~~shares~~of ~~are~~$1.08 ~~sold~~per ~~may~~share. beThe ~~deemed~~Warrants ~~“underwriters”~~may ~~within~~also ~~the~~be exercised ~~meaning~~in ofwhole ~~the~~or ~~Securities~~in ~~Act~~part by means of ~~1933~~a “zero price exercise,” asin ~~amended~~which (the ~~“Securities~~holder ~~Act”),~~will ~~with~~be ~~respect~~entitled to ~~the~~receive ~~securities~~such ~~offered~~number ~~hereby,~~of ~~and~~Ordinary ~~any~~Shares ~~profits~~equal ~~realized~~to orthe ~~commissions~~number ~~received~~of ~~may~~Ordinary Shares that would be ~~deemed~~issuable ~~underwriting~~upon ~~compensation~~exercise if such exercise were by means of a cash exercise rather than a zero price cashless exercise. WeAs ~~have~~a ~~agreed~~result, toholders ~~indemnify~~of the ~~Selling~~Warrants ~~Securityholder against~~may ~~certain~~be ~~liabilities~~issued a maximum of 4,800,000 ~~including~~Ordinary ~~liabilities~~Shares ~~under~~upon the exercise ~~Securities~~of ~~Act~~the Warrants by means of the “zero price exercise.”

WeAs ~~are~~ a ~~holding~~result ~~company~~of ~~incorporated in~~ the ~~British~~zero ~~Virgin~~exercise ~~Islands~~price ~~and~~option, we do not aexpect ~~Chinese~~to ~~operating~~receive ~~company.~~any Ascash aproceeds ~~holding~~from ~~company~~the ~~with~~exercise ~~no material operations~~ of ~~our~~the ~~own~~Warrants, webecause ~~conduct our~~it ~~operations~~is ~~through~~highly ~~our~~unlikely ~~United~~that ~~States~~holders ~~(“U.S.”)~~of ~~subsidiary~~the ~~and~~Warrants would ~~our~~wish ~~Peoples~~to ~~Republic~~pay ofan ~~China~~exercise ~~(the~~price ~~“PRC”~~to orreceive ~~“China”) subsidiaries.~~one WeOrdinary ~~hold~~Share ~~equity~~when ~~interests~~they incould ~~our~~choose ~~subsidiaries~~the ~~and~~zero doprice ~~not~~exercise ~~currently~~option ~~use~~and apay ~~variable~~no ~~interest~~additional consideration ~~entity~~to ~~(“VIE”)~~receive ~~structure~~the share.

We are ~~subject~~also toregistering ~~certain legal~~all and operational risks associated with having our operations based in China. PRC laws and regulations governing our current business operations are sometimes vague and uncertain, and, as a result, these risks may result in material changes in the operations of ~~our PRC subsidiaries, significant depreciation of~~ the ~~value~~Ordinary ~~of our ordinary shares, or a complete hindrance of our ability to offer or continue~~Shares toissuable ~~offer~~upon ~~our~~exercise ~~securities to investors. In addition, we are subject to risks and uncertainties~~ of the ~~interpretations~~Warrants ~~and~~included ~~applications of PRC laws and regulations, including, but not limited to, those imposing limitations on foreign ownership~~ in ~~our industry. We are also subject to~~ the ~~risks~~Units offered ~~and uncertainties about any future actions of the PRC government~~hereby. ~~If any future actions of the PRC government result in a material change in our operations, the value of our ordinary shares may depreciate significantly or become worthless.~~ See “~~Risk Factors — Risks~~Description ~~Related~~of toSecurities ~~Doing~~We ~~Business~~Are ~~in China~~Offering — ~~Uncertainties with respect to the PRC~~Units” ~~legal~~in ~~system~~this ~~could~~prospectus ~~adversely~~for ~~affect~~more ~~us” on page 19 of this prospectus~~information.

AsThe ofUnits do ~~the~~not ~~date~~have ~~of this prospectus,~~stand-alone rights ~~there~~and ~~are~~will ~~currently~~not nobe ~~relevant~~certificated ~~laws~~ or ~~regulations~~issued inas ~~the PRC that prohibit companies whose entity interests are within the PRC from listing their~~ stand-alone securities ~~on overseas stock exchanges~~. ~~Recently,~~The ~~the~~Ordinary ~~PRC~~Shares ~~government adopted a series of regulatory actions~~ and ~~issued~~the ~~statements to~~Warrants ~~regulate~~included ~~business operations~~ in ~~China, including cracking down on illegal activities in~~ the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions Units are ~~newly published, and~~ ~~official~~immediately ~~guidance~~separable and ~~related~~will ~~implementation~~be ~~rules have not been~~ issued, itseparately is highly uncertain what the potential impact such modified or new laws and regulations will have on our daily business operations, our ability to accept foreign investments and our ability to continue listing our securities on a U.S. exchange. As of the date of this prospectus, the Company and its PRC subsidiaries have not been involved in ~~any cybersecurity investigations or reviews initiated by any PRC regulatory authority, nor have we received any inquiry, notice or sanction. As of the date of~~ this ~~prospectus, we also have not received any inquiry, notice, warning, or sanctions regarding offshore~~ offering ~~from the China Securities Regulatory Commission (the “CSRC”) or any other PRC governmental authorities~~. ~~See “Risk Factors — Risks Related to Doing Business in China” from pages 19 to 20 of this prospectus.~~

WeOur ~~believe~~Ordinary ~~that~~Shares ~~our operations in China~~ are inlisted ~~material~~on ~~compliance with all applicable legal and regulatory requirements. However,~~ the ~~central~~Nasdaq ~~or local governments of~~Capital ~~the~~Market ~~jurisdictions~~under in which we operate may impose new, stricter regulations or interpretations of existing regulations with little advance notice that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. Furthermore, the ~~PRC~~symbol ~~government authorities may continue to strengthen oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers like us~~“GTEC.” ~~Such~~The ~~actions~~last ~~taken~~reported bysale ~~the~~price ~~PRC government authorities may intervene or influence the operations~~ of our ~~PRC~~Ordinary ~~operating~~Shares ~~entities~~on atNasdaq ~~any~~on ~~time,~~December ~~which may be beyond our control. Therefore~~18, ~~any~~2025 ~~such~~was ~~action may adversely affect~~$1.08 ~~the~~per operations of our PRC subsidiaries and significantly limit or hinder our ability to offer or continue to offer securities to you and reduce the value of such securities or cause the value of such securities to be completely worthlessshare.

~~Our~~There ~~PRC subsidiaries are permitted to pay dividends only out of their retained earnings. However, each of our PRC subsidiaries~~ is ~~required~~no toestablished ~~set~~trading ~~aside~~market ~~at least 10% of its after-tax profits each year, after making up~~ for ~~previous year’s accumulated losses, if any, to fund certain statutory reserves, until~~ the ~~aggregate amount of such funds reaches 50% of registered capital. This portion of our PRC subsidiaries’ respective net~~ ~~assets~~Units ~~are prohibited from being distributed to their shareholders as dividends. However, none of our PRC subsidiaries has made any dividends~~ or ~~distributions to our holding company or any U.S. investors as of~~ the ~~date of this prospectus. See “Risk Factors — Risks Related to Doing Business in China — We may rely on dividends paid by our subsidiaries for our cash needs~~Warrants, and ~~any~~ ~~limitation~~we ondo ~~the~~not ~~ability~~expect ofan ~~our~~active ~~subsidiaries~~trading tomarket ~~make payments~~ to usdevelop. ~~could~~We ~~have~~do anot ~~material~~intend ~~adverse effect on our ability~~ to ~~conduct business”~~list ~~on page 25 of this prospectus. In addition,~~ the ~~PRC~~Units ~~government~~or ~~imposes controls on~~ the ~~convertibility~~Warrants ~~of Renminbi~~on ~~into~~any ~~foreign~~securities ~~currencies~~exchange ~~and,~~or inother ~~certain~~trading ~~cases, the remittance of currency out of China~~market. IfWithout ~~the~~an ~~foreign~~active ~~exchange~~trading ~~control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands~~market, we may not be able to pay dividends in foreign currencies to our shareholders. See “Risk Factors — Risks Related to Doing Business in China — Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the ~~value~~liquidity of your investment” on page 27 of this prospectus. A 10% PRC withholding tax is applicable to dividends payable to investors that are non-resident enterprises. Any gain realized on the transfer of ordinary shares by such ~~investors~~securities ~~is also subject to PRC tax at a current rate of 10%, which in case of dividends~~ will be ~~withheld at source if such gain is regarded as income derived from sources within the PRC~~limited. See “Risk Factors — Risks Related to Doing Business in China — Under the PRC Enterprise Income Tax Law, we may be classified as a ‘Resident Enterprise’ of China. Any classification as such will likely result in unfavorable tax consequences to us and our non-PRC shareholders” on page 24 of this prospectus.

~~Each~~We ~~subsidiary~~are ofa holding company incorporated in the ~~Company~~British ~~may~~Virgin ~~initiate~~Islands aand ~~cash~~not ~~transfer~~a ~~request~~Chinese byoperating ~~timely~~company. ~~filling~~As ~~out~~ a ~~fund~~holding ~~application~~company ~~form,~~with ~~which~~no ~~shall~~material beoperations ~~signed~~of byour ~~the~~own, ~~financial~~we ~~principal~~conduct ~~and~~our operations ~~the~~through ~~principal~~our ofUnited ~~the~~States (“U.S.”) subsidiary and ~~then~~our ~~submitted~~Peoples toRepublic of China (the ~~financial~~“PRC” ~~department~~or of“China”) subsidiaries (collectively, the ~~Company~~“Operating ~~for approval~~Subsidiaries”). ~~After~~We ahold ~~cash~~equity ~~transfer~~interests ~~request is~~in ~~approved~~our bysubsidiaries ~~the~~and ~~financial~~do ~~department,~~not ~~the~~currently use ~~relevant~~a ~~subsidiary~~variable ~~may~~interest ~~proceed~~entity to(“VIE”) ~~initiate such transfer~~structure. ~~Our~~Investors ~~Company~~in ~~distributed cash as loans to~~ our ~~subsidiaries.~~ordinary ~~Several~~shares ~~cash~~are ~~transfers~~purchasing ~~have~~equity ~~been~~interest ~~made~~in ~~between~~a ~~our~~British Virgin ~~Company~~Islands ~~and~~holding ~~our subsidiaries~~company. As ofused ~~June~~in 30this prospectus, ~~2022~~“we,” “us,” “our ~~Company had~~company,” ~~provided~~or ~~loans~~“our” refers into ~~the~~Greenland ~~amount~~Technologies ofHolding ~~$266~~Corporation,~~604~~ toand ~~Hangzhou~~when ~~Greenland,~~describing ~~and~~the inconsolidated ~~the~~financial ~~amount~~results of $4Greenland Technologies Holding Corporation and its subsidiaries,~~392,886~~ toalso ~~Zhongchai~~includes ~~Holding~~its subsidiaries.

InWe and ~~addition,~~ our ~~ordinary shares~~PRC ~~may~~subsidiaries beare ~~prohibited~~subject ~~from~~to ~~trading~~certain onlegal aand ~~national~~operational ~~exchange~~risks ~~under~~associated ~~the~~with ~~Holding~~having ~~Foreign~~operations ~~Companies~~based ~~Accountable~~in ~~Act,~~China. orPRC ~~the~~laws and ~~HFCA~~regulations ~~Act,~~governing ~~if the~~our ~~Public~~PRC ~~Company~~subsidiaries’ ~~Accounting~~current ~~Oversight~~business ~~Board~~operations ~~(United~~are ~~States)~~constantly ~~(the~~evolving, ~~“PCAOB”)~~it is ~~unable~~unclear tohow ~~inspect~~these ~~our auditor for three consecutive~~regulations ~~years.~~will ~~Our~~be ~~auditor~~interpreted, ~~WWC~~amended ~~P.C.,~~and ~~has~~implemented ~~been inspected~~ by the ~~PCAOB~~relevant ongovernment aauthorities, ~~regular basis~~and, ~~with~~as ~~the~~a ~~last~~result, ~~inspection~~these ~~conducted~~risks inmay ~~November~~result ~~2021,~~in material ~~and~~changes itin ~~is not subject to~~ the ~~determinations~~operations ~~announced~~of byour ~~the~~PRC ~~PCAOB~~subsidiaries, onsignificant ~~December~~depreciation ~~16,~~of ~~2021.~~the Ifvalue ~~trading~~of in our ordinary shares, isor ~~prohibited under~~a ~~the~~complete ~~HFCA~~hindrance of ~~Act~~our inability ~~the~~to ~~future~~offer ~~because~~or ~~the~~continue ~~PCAOB~~to ~~determines~~offer ~~that~~our itsecurities ~~cannot~~to ~~inspect~~investors. orIn ~~fully~~addition, ~~investigate~~we and our ~~auditor~~PRC atsubsidiaries ~~such~~are ~~future~~subject ~~time,~~to risks ~~the~~and ~~Nasdaq~~uncertainties ~~Stock~~of ~~Market~~the ~~may~~interpretations ~~determine~~and toapplications ~~delist~~of ~~our~~PRC ~~ordinary~~laws ~~shares.~~and ~~On June 22~~regulations, ~~2021~~including, ~~the~~but ~~U.S.~~not ~~Senate~~limited ~~passed~~to, ~~the~~those ~~Accelerating Holding~~imposing ~~Foreign~~limitations ~~Companies~~on ~~Accountable~~foreign ~~Act,~~ownership ~~which,~~in ifthe ~~passed~~industry byour ~~the~~PRC Usubsidiaries operate.S. ~~House~~We ofand ~~Representatives~~our ~~and~~PRC ~~signed~~subsidiaries ~~into~~are ~~law,~~also ~~would~~subject ~~reduce~~to the ~~period~~risks ofand ~~time~~uncertainties ~~for~~about ~~foreign~~any ~~companies~~future toactions ~~comply~~of ~~with~~the ~~PCAOB~~PRC ~~audits~~government. toIf ~~two~~any ~~consecutive~~future ~~years,~~actions ~~instead~~ of ~~three, thus reducing~~ the ~~time~~PRC ~~period~~government ~~for triggering~~result ~~the prohibition on trading. See “Risk Factors—Risks Related to Doing Business~~ in ~~China—A~~a ~~recent~~material ~~joint~~change ~~statement~~in byour ~~the~~PRC ~~SEC~~subsidiaries’ ~~and~~operations, the ~~PCAOB,~~value ~~proposed~~of ~~rule~~our ~~changes~~ordinary ~~submitted~~shares bymay ~~Nasdaq,~~depreciate ~~and~~significantly ~~the~~or ~~HFCA~~become ~~Act~~worthless. ~~all~~See ~~call~~“Item 1A. ~~for~~Risk ~~additional~~Factors ~~and~~— ~~more~~Risks ~~stringent criteria~~Related to beDoing ~~applied~~Business toin ~~emerging~~China ~~market~~— ~~companies~~Uncertainties ~~upon~~with ~~assessing~~respect to the ~~qualification~~PRC oflegal ~~their~~system ~~auditors,~~could ~~especially the non-U.S. auditors~~adversely ~~who~~affect ~~are~~us ~~not~~and ~~inspected~~our byPRC ~~the PCAOB~~subsidiaries” on page 2824 of ~~this~~the ~~prospectus~~November 2025 Quarterly Report.

WeThe ~~are~~Ordinary anShares ~~“emerging~~offered in this prospectus ~~growth~~are ~~company”~~shares asof ~~defined~~our inBritish ~~Section~~Virgin ~~2(a)~~Islands holding company, which has no operations of ~~the~~its ~~Securities~~own ~~Act~~and conducts all of ~~1933,~~its asoperations ~~amended~~through the Operating Subsidiaries, ~~and~~including ~~are~~subsidiaries ~~subject~~in toChina, ~~reduced~~namely, ~~public~~Zhejiang ~~company~~Zhongchai Machinery ~~reporting~~Co. ~~requirements~~Ltd. ~~This~~(“Zhejiang ~~prospectus~~Zhongchai”), ~~complies~~an ~~with~~operating company formed under the ~~requirements~~laws ~~that~~of the ~~apply~~PRC toin an2005, ~~issuer~~Hangzhou ~~that~~Greenland isEnergy anTechnologies ~~emerging~~Co., ~~growth~~Ltd. (“Hangzhou Greenland”), an operating company. ~~Our~~formed under ~~ordinary~~the ~~shares~~laws ~~are~~of ~~listed~~the onPRC ~~the~~in ~~Nasdaq~~2019, and Hengyu Capital ~~Market~~Limited, ~~(“Nasdaq”)~~a ~~under~~company formed in the ~~symbols~~Special Administrative Region of Hong Kong (“~~GTEC.~~Hong Kong”) Onon August 2416, 2022, (“Hengyu Capital”). Investors in our Ordinary Shares should be aware that they will not directly hold equity interests in the ~~closing~~PRC ~~price~~subsidiaries, but rather are purchasing equity solely in Greenland Technologies Holding Corporation, a British Virgin Islands holding company, which indirectly holds equity interests in such PRC subsidiaries. For a description of our ~~ordinary~~corporate ~~shares~~structure, ~~was~~see ~~$3.63~~“Prospectus ~~per~~Summary — Corporate ~~share~~Structure” beginning on page 2.

~~Investing~~In addition, as a majority of our operations are conducted through the PRC subsidiaries in China, we and our ~~securities~~PRC subsidiaries are subject ~~involves~~to legal and operational risks associated with being based in China, including risks related to the legal, political and economic policies of the Chinese government, the relations between China and the United States, or Chinese or United States regulations, which risks could result in a material change in the PRC subsidiaries’ operations and/or cause the value of our Ordinary Shares to significantly decline or become worthless and affect our ability to offer or continue to offer securities to investors. ~~See~~Recently, the ~~section~~PRC ~~entitled~~government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations in China, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding anti-monopoly enforcement. Neither we nor the PRC subsidiaries have implemented any monopolistic behavior, and the PRC subsidiaries’ business does not implicate cybersecurity, because the PRC subsidiaries currently engage in the manufacture and sale of transmission products and neither we nor the PRC subsidiaries possess the personal information of over one million users, nor are we or the PRC subsidiaries involved in any type of restricted industries. Furthermore, on March 31, 2023, the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “~~Risk~~Trial Administrative ~~Factors~~Measures”) ~~beginning~~and relevant supporting guidelines (collectively, the “New Administrative Rules Regarding Overseas Listings”) issued by the CSRC came into force. According to the New Administrative Rules Regarding Overseas Listings, among other things, a domestic company in the PRC that seeks to offer and list securities on ~~page~~overseas 13markets shall fulfill the filing procedures with the CSRC as per requirement of the Trial Administrative Measures. This includes subsequent securities offerings of the company in the same overseas market where it has previously offered and listed securities, which requires a company, such as ours, to file with the CSRC within three working days after the subsequent securities offering is completed. On the same day, the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies (the “Confidentiality and Archives Administration Provisions”) promulgated by the CSRC became effective. According to the Confidentiality and Archives Administration Provisions, domestic companies that seek overseas offering and listing (either in direct or indirect means) and the securities companies and securities service (either incorporated domestically or overseas) providers that undertake relevant businesses shall not leak any state secret or working secret of government agencies, or harm national security and public interests. Furthermore, a domestic company that provides accounting archives or copies of accounting archives to any entities, including securities companies, securities service providers and overseas regulators and individuals, shall fulfill due procedures in compliance with applicable regulations. We believe that this ~~prospectus~~offering does not involve the leaking of any state secret or working secret of government agencies, or the harming of national security and public interests. However, we may be required to ~~read~~perform ~~about~~additional ~~factors~~procedures in connection with the provision ~~you~~of ~~should~~accounting ~~consider~~archives. ~~before~~The ~~buying~~specific requirements of the relevant procedures are currently unclear and we cannot be certain whether we will be able to perform the relevant procedures. We believe, based on the advice of our PRC counsel, Zhejiang T&C Law Firm, that (i) as this offering is regarded as a subsequent securities offering in the same overseas market under the Trial Administrative Measures, we are required to complete the filing procedures with the CSRC in accordance with the Trial Administrative Measures with respect to this offering, and we will submit our filing application to the CSRC within three working days after the completion of this offering; (ii) neither we nor the PRC subsidiaries are subject to cybersecurity review with the Cyberspace Administration of China (the “CAC”), pursuant to the Measures for Cybersecurity Review (2021 version), which became effective on February 15, 2022, since the PRC subsidiaries currently engage in the manufacture and sale of transmission products and neither we nor the PRC subsidiaries possess personal information of over one million users; and (iii) there are substantial uncertainties regarding the interpretation and application of PRC laws and regulations and future PRC laws and regulations, and there can be no assurance that the relevant government agencies will take a view that is contrary to, or otherwise different from, the conclusions stated above. If the relevant government agencies take a view that is contrary to, or otherwise different from, the foregoing conclusions, it could have a material adverse effect on the PRC subsidiaries’ business, operating results and reputation, as well as the trading price of our Ordinary Shares. See “Item 1A. Risk Factors —Uncertainties with respect to the PRC legal system could adversely affect us and our PRC subsidiaries” and “Item 1A. Risk Factors —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 our quarterly report on Form 10-Q for the quarterly period ended September 30, 2025 (the “November 2025 Quarterly Report”), which is incorporated by reference in this prospectus.

~~Neither~~However, since these statements and regulatory actions by the PRC government are newly published and official guidance and related implementation rules have not been issued, it is highly uncertain what the potential impact such modified or new laws and regulations will have on the PRC subsidiaries’ daily business operations, the ability to accept foreign investments and list on an U.S. exchange. Moreover, ~~Securities~~the Standing Committee of the National People’s Congress (the “SCNPC”) or other PRC regulatory ~~and~~ authorities ~~Exchange~~may ~~Commission~~in ~~nor~~the future promulgate laws or regulations or implementing rules that require our Company, or any ~~state~~of ~~securities~~our subsidiaries ~~commission~~to obtain regulatory approval from Chinese authorities before listing in the U.S. Although the Company is currently not required to obtain permission or approval from any of the PRC central or local governmental authorities, except for completing the filing procedures with the CSRC, and it has ~~approved~~not received any denial to list on a U.S. exchange, the PRC subsidiaries’ operations could be adversely affected, directly or ~~disapproved~~indirectly; our ability to offer, or continue to offer, securities to investors would be potentially hindered; and the value of ~~these~~our securities might significantly decline or ~~determined~~be worthless, by existing or future laws and regulations relating to the business of the PRC subsidiaries or our industry or by intervention or interruption by PRC governmental authorities, if ~~this~~we ~~prospectus~~or the PRC subsidiaries (i) do not receive or maintain such permissions or is approvals, ~~truthful~~(ii) inadvertently conclude that such permissions or ~~complete.~~approvals ~~Any~~are ~~representation~~not required, (iii) applicable laws, regulations, or interpretations change and we or the PRC subsidiaries are required to obtain such permissions or approvals in the future, ~~contrary~~or is(iv) due to any intervention or interruption by PRC governmental authorities. See “Risk Factors” beginning on page 14 and “Item 1A. Risk Factors” in the November 2025 Quarterly Report for a ~~criminal~~discussion ~~offense~~of these legal and operational risks and other information that should be considered before making a decision to purchase our securities.

~~You~~Moreover, the Chinese government may exert substantial ~~should~~influence ~~rely~~over ~~only~~the onmanner in which the ~~information~~PRC ~~contained~~subsidiaries inconduct ~~this~~their ~~prospectus~~business activities. WeThe ~~have~~PRC ~~not~~government ~~authorized~~may ~~any~~also ~~dealer,~~intervene ~~salesperson~~ or ~~other~~influence the ~~person~~PRC tosubsidiaries’ ~~provide you~~operations ~~with~~and ~~information~~this ~~concerning~~offering usat any time, ~~except~~which ~~for~~could result in a material change in the ~~information~~PRC ~~contained~~subsidiaries’ operations and our Ordinary Shares could decline in ~~this~~value ~~prospectus~~significantly or become worthless. ~~The~~See ~~information~~“Item ~~contained~~1A. inRisk ~~this~~Factors ~~prospectus~~— isRisk ~~complete~~Related ~~and~~to ~~accurate~~Doing ~~only~~Business asin ofChina ~~the~~— ~~date~~The onPRC government exerts substantial influence over the ~~front~~manner ~~cover~~in ~~page~~which ofour ~~this~~PRC ~~prospectus,~~subsidiaries must ~~regardless~~conduct oftheir business activities. If the ~~time~~Chinese ofgovernment ~~delivery~~significantly regulates the business operations of ~~this~~our ~~prospectus~~PRC subsidiaries orin the ~~sale~~future ofand ~~any~~our ~~securities.~~PRC ~~This~~subsidiaries ~~prospectus~~are is not anable ~~offer~~ to ~~sell~~substantially ~~these~~comply ~~securities~~with ~~and~~such weregulations, ~~are~~the ~~not~~business ~~soliciting~~operations anof ~~offer~~our toPRC subsidiaries ~~buy~~may ~~these securities~~be inmaterially ~~any~~and ~~state~~adversely ~~where~~affected and the ~~offer~~value orof ~~sale~~our isordinary ~~not~~shares ~~permitted~~may significantly decrease” in the November 2025 Quarterly Report.

~~The~~In addition, the legal and operational risks associated with operating in mainland of the People’s Republic of China (“mainland China”) may also apply to the activities of Greenland’s Hong Kong subsidiaries. Zhongchai Holding (Hong Kong) Limited (“Zhongchai Holding”) and Hengyu Capital, as of the date of this prospectus, is have yet to commence any business operations, ~~2022~~and are expected to be limited to operating as investment holding companies in the future without any substantive or data-related operations in Hong Kong. However, such operations may be affected if Hong Kong adopts rules, regulations or policy guidance with respect to currency exchange control. Furthermore, as of the date of this prospectus, we do not expect that any regulatory actions related to data security or anti-monopoly concerns in Hong Kong will impact the Company’s ability to conduct its business, accept foreign investments, or list on a U.S. or foreign exchange, because we have never had and do not plan to have any material operations in Hong Kong. See “Item 1A. Risk Factors — Risks Related to Doing Business in China” in the November 2025 Quarterly Report.

Hong Kong was established as a special administrative region of the PRC in accordance with Article 31 of the Constitution of the PRC. The Basic Law of the Hong Kong Special Administrative Region of the PRC (the “Basic Law”) was adopted and promulgated on April 4, 1990 and became effective on July 1, 1997, when the PRC resumed the exercise of sovereignty over Hong Kong. Pursuant to the Basic Law, Hong Kong is authorized by the National People’s Congress of the PRC to exercise a high degree of autonomy and enjoy executive, legislative, and independent judicial power, under the principle of “one country, two systems,” and the PRC laws and regulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to national defense, foreign affairs, and other matters that are not within the scope of autonomy of Hong Kong). While the National People’s Congress of the PRC has the power to amend the Basic Law, the Basic Law also expressly provides that no amendment to the Basic Law shall contravene the established basic policies of the PRC regarding Hong Kong. As a result, national laws of the PRC not listed in Annex III of the Basic Law do not apply to our Hong Kong subsidiaries, Zhongchai Holding and Hengyu Capital. However, there is no assurance that certain PRC laws and regulations, including existing laws and regulations and those enacted or promulgated in the future, will not be applicable to our Hong Kong subsidiaries due to changes in the current political arrangements between mainland China and Hong Kong or other unforeseeable reasons. The application of such laws and regulations may have a material adverse impact on our Hong Kong subsidiaries, as relevant authorities may impose fines and penalties upon them, delay or restrict the repatriation of the proceeds from this offering into mainland China and Hong Kong, and any failure by us to fully comply with any such new regulatory requirements may significantly limit or completely hinder our ability to offer or continue to offer our Ordinary Shares, cause significant disruption to our business operations, and severely damage our reputation, which would materially and adversely affect our financial condition and results of operations and cause our Ordinary Shares to significantly decline in value or in extreme cases, become worthless.

Furthermore, as more stringent criteria have been imposed by the SEC and the Public Company Accounting Oversight Board (the “PCAOB”) recently, our securities may be prohibited from trading on a national exchange or over-the-counter under the Holding Foreign Companies Accountable Act (the “HFCA Act”), if the PCAOB is unable to inspect our auditors for two consecutive years. As a result, an exchange may determine to delist our securities. Pursuant to the HFCA Act, if the PCAOB is unable to inspect an issuer’s auditors for two consecutive years, the issuer’s securities are prohibited to trade on a U.S. stock exchange. The PCAOB issued a determination report on December 16, 2021, which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (1) mainland China because of a position taken by one or more authorities in mainland China; and (2) Hong Kong, because of a position taken by one or more authorities in Hong Kong. Furthermore, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations. On June 22, 2021, United States Senate passed the Accelerating Holding Foreign Companies Accountable Act. On December 29, 2022, legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”), was signed into law by former President Biden. The Consolidated Appropriations Act contained, among other things, an identical provision to the Accelerating Holding Foreign Companies Accountable Act, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years, as was formerly required under the HFCA Act before such amendment, to two consecutive years. According to the Consolidated Appropriations Act, any foreign jurisdiction could be the reason why the PCAOB does not have complete access to inspect or investigate a company’s auditor. As it was originally enacted, the HFCA Act applied only if the PCAOB’s inability to inspect or investigate was due to a position taken by an authority in the foreign jurisdiction where the relevant public accounting firm is located. As a result of the Consolidated Appropriations Act, the HFCA Act now also applies if the PCAOB’s inability to inspect or investigate the relevant accounting firm is due to a position taken by an authority in any foreign jurisdiction. The denying jurisdiction does not need to be where the accounting firm 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 determinations as to inability to inspect or investigate completely, as announced by the PCAOB on December 16, 2021, and it is based in Singapore and is registered with the PCAOB and subject to PCAOB inspection. However, recent developments with respect to audits of China-based companies create uncertainty about the ability of our auditor, to fully cooperate with the PCAOB’s request for audit workpapers without the approval of the Chinese authorities. In the event it is later determined that the PCAOB is unable to inspect or investigate completely the Company’s auditor because of a position taken by an authority in a foreign jurisdiction, then such lack of inspection could cause trading in the Company’s securities to be prohibited under the HFCA Act, and ultimately result in a determination by a securities exchange to delist the Company’s securities. The delisting of our Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment, even making it worthless. On August 26, 2022, the CSRC, the Ministry of Finance of the PRC (the “MOF”), and the PCAOB signed a Statement of Protocol (the “Protocol”), which sets out specific arrangements on conducting inspections and investigations over relevant audit firms within the jurisdiction of the PRC and the U.S., including the audit firms based in mainland China and Hong Kong, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should the PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination. Notwithstanding the foregoing, in the event it is later determined that the PCAOB is unable to inspect or investigate completely our auditor, then such lack of inspection could cause our securities to be delisted from the stock exchange. See “Item 1A. Risk Factors — Risks Related to Doing Business in China — Our 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 auditors. The delisting and the cessation of trading of our ordinary shares, or the treat 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 deprives our investors with the benefits of such inspections” in the November 2025 Quarterly Report.

We have never declared or paid any cash dividends on our share capital. We intend to retain all of our available funds and any future earnings to fund the development and growth of our business. As such, we do not expect to pay any cash dividends in the foreseeable future. We are permitted under PRC laws and regulations to provide funding to our PRC subsidiaries only through loans or capital contributions, and only if we satisfy the applicable government registration and approval requirements.

Our PRC subsidiaries are permitted to pay dividends only out of their retained earnings. However, each of our PRC subsidiaries is required to set aside at least 10% of its after-tax profits each year, after making up for previous year’s accumulated losses, if any, to fund certain statutory reserves, until the aggregate amount of such funds reaches 50% of registered capital. This portion of our PRC subsidiaries’ respective net assets are prohibited from being distributed to their shareholders as dividends. However, none of our PRC subsidiaries has made any dividends or distributions to our holding company or any U.S. investors as of the date of this prospectus. See “Item 1A. Risk Factors — Risks Related to Doing Business in China — 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” on page 31 of the November 2025 Quarterly Report.

In addition, the PRC government imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders. See “Item 1A. Risk Factors — Risks Related to Doing Business in China — Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment” on page 32 of the November 2025 Quarterly Report.

A 10% PRC withholding tax is applicable to dividends payable to investors that are non-resident enterprises. Any gain realized on the transfer of 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 at source if such gain is regarded as income derived from sources within the PRC. See “Item 1A. Risk Factors — Risks Related to Doing Business in China — Under the PRC Enterprise Income Tax Law, we may be classified as a ‘Resident Enterprise’ of China. Any classification as such will likely result in unfavorable tax consequences to us and our non-PRC shareholders” on page 30 of the November 2025 Quarterly Report.

Under Delaware law, each of our Delaware subsidiaries may issue dividends to the Company only if its total assets exceed its total liabilities plus 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 with such subsidiary’s articles of incorporation and bylaws.

We have adopted written cash management policies and procedures that dictate how funds are transferred within our organization. According to such policies and procedures, each subsidiary of the Company may initiate a cash transfer request by timely filling out a fund application form, which shall be signed by the financial principal and the principal of the subsidiary and then submitted to the financial department of the Company for approval. After a cash transfer request is approved by the financial department, the relevant subsidiary may proceed to initiate such transfer. Our Company distributed cash as loans to our subsidiaries. Several cash transfers have been made between our Company and our subsidiaries. As of September 30, 2025, the Company provided an intercompany loan of $3,429,574 to Zhongchai Holding.

You should read this prospectus, together with additional information described under the headings “Information Incorporated by Reference” and “Where You Can Find Additional Information,” carefully before you invest in any of our securities.

Investing in our securities involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 14 of this prospectus and “Item 1A. Risk Factors” in the November 2025 Quarterly Report for a discussion of risks that should be considered in connection with an investment in our securities.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or the accuracy of this prospectus. Any representation to the contrary is a criminal offense.

	Per Unit	Total
Public offering price	$	$
Underwriting discount (4.0%)⁽¹⁾	$	$
Proceeds to us, before expenses	$	$

(1)

Does not include a non-accountable expense allowance equal to 1% of the public offering price. See “Underwriting” for a description of compensation payable to the underwriters.

The underwriters expect to deliver our securities to purchasers in this offering on or about , 2026.

Joseph Stone Capital, LLC

The date of this prospectus is , 2026

TABLE OF CONTENTS

		Page
PROSPECTUS SUMMARY		1
THE OFFERING		1213
RISK FACTORS		1314
USE OF PROCEEDS		31
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		17
SELLING SECURITYHOLDER		31
USE OF PROCEEDS		18
MARKET PRICE AND DIVIDENDS ON ORDINARY SHARES AND RELATED SHAREHOLDER MATTERS		32
DIVIDEND POLICY		18
FORWARD-LOOKING STATEMENTS		32
CAPITALIZATION		19
PLAN OF DISTRIBUTION		33
DESCRIPTION OF SHARES		20
DESCRIPTION OF SECURITIES TO BE REGISTERED		34
DESCRIPTION OF SECURITIES WE ARE OFFERING		25
LEGAL MATTERS		39
MATERIAL INCOME TAX CONSIDERATIONS		26
EXPERTS		39
UNDERWRITING		35
WHERE YOU CAN FIND MORE INFORMATION		39
LEGAL MATTERS		37
INCORPORATION BY REFERENCE		40
EXPERTS		37
INFORMATION INCORPORATED BY REFERENCE		37
WHERE YOU CAN FIND ADDITIONAL INFORMATION		39

ABOUT THIS PROSPECTUS

~~This~~The registration statement of which this prospectus forms isa part includes exhibits that provide more detail of a ~~registration~~the ~~statement~~matters ondiscussed ~~Form~~in ~~S-1~~this ~~that~~prospectus. weYou should read this prospectus and the related exhibits filed with the SEC, ~~utilizing~~together awith ~~“shelf”~~the ~~registration~~additional ~~process.~~information ~~Under~~described ~~this~~under ~~shelf registration~~the ~~process,~~headings ~~the~~“Where ~~Selling~~You ~~Securityholder~~Can Find Additional Information” and ~~its~~“Information ~~permitted~~Incorporated ~~transferees~~by ~~may,~~Reference” ~~from~~before ~~time~~making toyour ~~time,~~investment ~~offer~~decision. You should ~~and~~rely ~~sell,~~only ason ~~applicable,~~the ~~any~~information ofprovided ~~the~~in ~~securities~~or ~~described~~incorporated by reference in this prospectus, in ~~one~~any prospectus supplement or ~~more~~in ~~offerings.~~a ~~The~~related free ~~Selling~~writing ~~Securityholder~~prospectus, ~~and~~or ~~its permitted~~documents ~~transferees~~to ~~may~~which ~~use~~we ~~the~~otherwise ~~shelf~~refer ~~registration~~you. ~~statement~~In toaddition, ~~sell~~this ~~such~~prospectus ~~securities~~contains ~~from~~summaries ~~time~~of tocertain ~~time~~provisions contained ~~through~~in ~~any~~some ~~means~~of the documents described in herein, but reference is made to the ~~section~~actual ~~entitled~~documents ~~“Plan~~for ofcomplete ~~Distribution~~information.”

This prospectus includes important information about us, the securities being offered and other information you should know before investing in our securities. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus, even though this prospectus is delivered or securities are sold or otherwise disposed of on a later date. It is important for you to read and consider all information contained in this prospectus in making your investment decision. All of the summaries in this prospectus are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading “Where You Can Find Additional Information.”

We have not, and the underwriters have not, authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The information contained in this prospectus or incorporated by reference in this prospectus or contained in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: We have not, and the underwriters have not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus outside the United States.

Unless otherwise indicated, information contained in this prospectus or incorporated by reference in this prospectus concerning our industry, including our general expectations and market opportunity, is based on information from our own management estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. In addition, assumptions and estimates of our and our industry’s future performance are necessarily uncertain due to a variety of factors, including those described in “Risk Factors” beginning on page 14 of this prospectus. These and other factors could cause our future performance to differ materially from our assumptions and estimates.

This prospectus is an offer to sell only the securities offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. We and the underwriters are not making an offer to sell these securities in any state or jurisdiction where the offer or sale is not permitted.

Industry and Market Data

This prospectus and the documents incorporated by reference contain estimates, projections and other information concerning our industry, our business, and the markets for our products. We obtained the industry, market and similar data set forth in this prospectus from our internal estimates and research and from academic and industry research, publications, surveys, and studies conducted by third parties. While we believe that these industry publications and third-party research, surveys and studies are reliable, we have not independently verified such data and we do not make any representation as to the accuracy of the information. The content of the above sources, except to the extent specifically set forth in this prospectus, does not constitute a portion of this prospectus and is not incorporated herein. Information that is based on estimates, forecasts, projections, market research, or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances that are assumed in this information.

Note Regarding Trademarks

Unless the context otherwise requires, references in this prospectus to “Greenland,” the “Company,” “we,” “us” and “our” refer to Greenland Technologies Holding Corporation. Our logo and all product names are our common law trademarks. Solely for convenience, trademarks and tradenames referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights, or that the applicable owner will not assert its rights, to these trademarks and tradenames. We do not intend the use or display of other companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies, products or services.

iii

PROSPECTUS SUMMARY

~~Organization~~This summary highlights information contained in greater detail elsewhere in this prospectus or incorporated by reference into this prospectus from our filings with the SEC. This summary is not complete and does not contain all of the information you should consider in making your investment decision. You should read the entire prospectus and the information incorporated by reference herein carefully before making an investment in our securities. You should carefully consider, among other things, our financial statements and the related notes and the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in, or incorporated by reference into, this prospectus.

Greenland was incorporated on December 28, 2017 as a British Virgin Islands company with limited liability. The Company was incorporated as a blank check company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more target businesses. Following the Business ~~Combination (as described and defined below) in October 2019, the Company changed its name from Greenland Acquisition Corporation to Greenland Technologies Holding Corporation.~~Overview

Greenland ~~serves as the parent~~Technologies ~~company of Zhongchai~~ Holding ~~(Hong~~Corporation ~~Kong) Limited, a holding company formed under~~ (the ~~laws of the Hong Kong Special Administrative Region (~~“~~Hong Kong~~Company”) onor ~~April 23, 2009 (~~“~~Zhongchai Holding”). Zhongchai Holding’s subsidiaries include Zhejiang Zhongchai Machinery Co. Ltd., an operating company formed under the laws of the PRC in 2005, Hangzhou~~ Greenland ~~Energy Technologies Co., Ltd. (“Hangzhou Greenland~~”), ~~an operating company formed under the laws of the PRC in 2019~~designs, ~~Shanghai Hengyu Business Management Consulting Co.~~develops, ~~Ltd.,~~manufactures ~~a company formed under the laws of the PRC in 2005,~~ and ~~Hengyu~~sells ~~Capital~~components ~~Limited, a company formed in Hong Kong on August 16, 2022. Through Zhongchai Holding~~ and ~~its subsidiaries, Greenland develops~~products ~~and~~for ~~manufactures~~the ~~traditional~~global ~~transmission products for~~ material handling ~~machineries in the PRC~~industries.

~~HEVI~~Through its subsidiaries ~~Corp.~~in ~~(“HEVI”)~~the PRC, ~~formerly~~Greenland ~~known~~offers astransmission ~~Greenland~~products, ~~Technologies~~which ~~Corp.~~are ~~prior~~key tocomponents ~~May~~for ~~2022,~~forklift ~~was~~trucks ~~incorporated~~used onin ~~January~~manufacturing ~~14,~~and ~~2020~~logistic ~~under~~applications, ~~the~~such ~~laws~~as offactories, ~~the~~workshops, ~~State~~warehouses, offulfilment ~~Delaware~~centers, shipyards, and seaports. ~~HEVI~~Forklifts isplay aan ~~wholly-owned~~important ~~subsidiary~~role in the logistic systems of ~~Greenland~~many ~~and~~companies ~~promotes~~across ~~sales~~different ofindustries ~~sustainable~~in ~~alternative~~China ~~products for~~and globally. Generally, industries with the ~~heavy~~largest ~~industrial~~demand ~~equipment~~for ~~industry,~~forklifts include ~~including~~the ~~electric~~transportation, ~~industrial~~warehousing ~~vehicles~~logistics, inelectrical ~~the~~machinery, ~~North~~and ~~American~~automobile ~~market~~industries.

~~Through its PRC subsidiaries,~~ Greenland’s ~~offers~~ transmission products, ~~which~~ are ~~key components for forklift trucks~~ used in ~~manufacturing~~1-ton ~~and~~to ~~logistic~~18-tons ~~applications, such~~forklift ~~as factories~~trucks, ~~workshops,~~some ~~warehouses,~~with ~~fulfilment~~mechanical ~~centers,~~shift ~~shipyards,~~ and ~~seaports.~~some ~~Forklifts play an important role in the logistic systems of many companies across different industries in China and globally. Generally, industries~~ with ~~the~~automatic ~~largest demand for forklifts include the transportation, warehousing logistics, electrical machinery, and automobile industries~~shift. Greenland’s ~~revenue~~sells ~~decreased~~these ~~from~~transmission ~~approximately~~products ~~$52.82~~directly ~~million for the six months ended June 30, 2021~~ to ~~$49~~forklift-truck manufacturers.91 ~~million~~In ~~for~~ the ~~six~~nine months ended ~~June~~September 30, ~~2022.~~2025 ~~The decrease~~and in2024, ~~revenue~~Greenland ~~was~~sold ~~primarily~~an aggregate ~~the result~~ of a123,856 ~~decrease~~and in114,075 ~~the~~sets ~~Company’s~~of ~~sales~~transmission ~~volume~~products, ~~driven~~respectively, byto ~~decreasing~~more ~~market~~than ~~demand~~100 ~~for the~~forklift ~~six~~manufacturers ~~months~~in ~~ended~~the ~~June 30, 2022~~PRC. ~~Based~~In on the fiscal ~~revenues~~years ~~for the six months~~ ended ~~June~~December 3031, ~~2022~~2024 and ~~2021~~2023, Greenland ~~believes~~sold ~~that~~an ~~it is~~aggregate ~~one~~ of ~~the~~149,597 ~~major developers~~ and ~~manufacturers~~149,543 sets of transmission products, ~~for~~respectively, to ~~small~~more ~~and~~than ~~medium-sized~~100 forklift ~~trucks~~manufacturers in ~~China~~the PRC.

In January 2020, Greenland formed HEVI Corp. (“HEVI”) to focus on the production and sale of electric industrial vehicles to meet the increasing demand for electric industrial vehicles and machinery powered by sustainable energy to reduce air pollution and lower carbon emissions. HEVI is a wholly owned subsidiary of Greenland incorporated under the laws of the State of Delaware. HEVI’s ~~transmission~~electric industrial vehicle products ~~are~~currently ~~used~~include GEF-series electric forklifts, a series of lithium powered forklifts with three models ranging in size from 1.8 tons to 3.5 tons, GEL-1800, a 1.8-ton torated 15load lithium powered electric wheeled front loader, GEX-~~tons~~8000, ~~forklift~~an ~~trucks;~~all-electric ~~some~~8.0 ~~with~~ton rated ~~mechanical~~load ~~shift~~lithium powered wheeled excavator, and ~~some~~GEL-5000, ~~with~~an ~~automatic~~all-electric ~~shift~~5.0 ~~Greenland~~ton ~~sells~~rated ~~these~~load lithium wheeled front loader. In addition, ~~transmission~~in ~~products~~April ~~directly~~2023, toHEVI ~~forklift-truck~~introduced ~~manufacturers~~a line of mobile DC battery chargers that support DC powered EV applications in the North America market. These ~~For~~products are available for purchase in the ~~six~~U.S. ~~months~~market. ~~ended~~In ~~June~~August 302022, ~~2022~~Greenland ~~and~~launched ~~2021~~a 54,000 ~~Greenland~~square ~~sold~~foot anindustrial ~~aggregate~~electric ofvehicle 70assembly site in Baltimore,~~841~~ ~~and~~Maryland 79to support local services,~~032~~ ~~sets~~assembly and distribution of ~~transmission~~its electric industrial heavy equipment products, ~~respectively~~line. In July 2024, HEVI announced a partnership with Lonking Holdings Limited to ~~more~~develop ~~than~~and ~~100~~distribute ~~forklift~~heavy ~~manufacturers~~electric machinery and related technology specialized for the U.S. market. In August 2024, HEVI launched its H55L all-electric wheeled front-end loader, which can lift up to six tons in indoor and outdoor applications without the ~~PRC~~mess and emissions of diesel, and the H65L all-electric wheeled front-end loader, the largest lithium battery powered electric wheel loader commercially available in North America.

~~There~~Greenland is ~~increasing~~the ~~demand~~parent ~~for~~company ~~electric~~of ~~industrial~~HEVI ~~vehicles powered by sustainable energy in order to reduce air pollution~~ and ~~lower~~Greenland ~~carbon~~Holding ~~emissions~~Enterprises Inc. In(“Greenland ~~December 2020~~Holding”), ~~Greenland launched~~ a ~~new~~holding ~~division~~company toformed ~~focus~~in on the ~~production~~State ~~and sale~~ of ~~electric industrial vehicles—a division that Greenland~~Delaware ~~intends~~on toAugust ~~develop~~28, to2023, ~~diversify~~which ~~its~~in ~~product~~turn ~~offerings.~~acts ~~Greenland’s~~as ~~electric~~the ~~industrial~~holding ~~vehicle~~company ~~products~~for ~~currently~~Zhongchai ~~include~~Holding ~~GEF-series electric~~(Hong ~~forklifts~~Kong) Limited, a ~~series~~holding ofcompany ~~lithium~~formed ~~powered~~under the ~~forklifts~~laws ~~with~~of ~~three~~Hong ~~models~~Kong ~~ranging~~on inApril ~~size from 1.8 tons to 3.5 tons~~23, ~~GEL-1800,~~2009 a(“Zhongchai 1Holding”).~~8 ton~~ ~~rated~~Zhongchai ~~load~~Holding’s ~~lithium~~subsidiaries ~~powered~~include ~~electric~~Zhejiang ~~wheeled~~Zhongchai Machinery ~~front~~Co. ~~loader~~Ltd., ~~and GEX-8000,~~ an ~~all-electric~~operating ~~8.0~~company ~~ton~~formed ~~rated~~under ~~load~~the ~~lithium~~laws ~~powered~~of ~~wheeled excavator.~~the ~~These~~PRC ~~products~~in ~~have~~2005, ~~become~~Hangzhou ~~available~~Greenland ~~for~~Energy ~~purchase~~Technologies ~~in the U~~Co.S., ~~market~~Ltd. ~~In July 2022~~(“Hangzhou Greenland”), ~~Greenland~~an ~~launched~~operating ~~its~~company ~~new~~formed ~~GEL-5000~~under ~~all-electric 5.0~~the ~~ton~~laws ~~rated~~of ~~load~~the ~~lithium~~PRC ~~wheeled~~in ~~front~~2019, ~~loader.~~and ~~Greenland~~Hengyu ~~plans~~Capital toLimited, ~~launch~~ a ~~54,000~~company ~~square~~formed ~~foot assembly site~~ in ~~Baltimore, Maryland in~~Hong ~~the~~Kong ~~third~~on ~~quarter~~August of16, 2022, to(“Hengyu ~~support~~Capital”). ~~local~~Through ~~service,~~Zhongchai ~~assembly~~Holding and ~~distribution of~~ its ~~electric~~subsidiaries, ~~industrial~~Greenland ~~heavy~~develops ~~equipment~~and ~~product line.~~manufactures ~~Greenland~~traditional ~~also~~transmission ~~plans~~products tofor ~~establish~~material anhandling ~~experience~~machinery ~~center~~in ~~within~~ the ~~Mid-Atlantic region in 2023, to promote local sales and marketing~~PRC.

~~As of~~Greenland ~~the~~was ~~date of this prospectus, Cenntro Holding Limited owns 59.42% of our outstanding ordinary shares. Cenntro Holding Limited is controlled~~incorporated ~~and~~on ~~beneficially owned by Mr. Peter Zuguang Wang~~December 28, ~~the~~2017 ~~chairman~~as ~~of the board of directors of the Company. As~~ a ~~result,~~British weVirgin ~~are~~Islands ~~a “controlled~~ company” aswith ~~defined~~limited ~~under the Nasdaq Stock Market Rules because Mr~~liability. ~~Peter~~Following ~~Zuguang~~the ~~Wang~~Business ~~beneficially~~Combination ~~owns~~(as ~~more than 50% of our voting~~described ~~power.~~and Asdefined abelow) ~~“controlled~~in ~~company,”~~October ~~we are permitted to elect not to comply with certain corporate governance requirements. If we rely on these exemptions~~2019, ~~you will not have~~ the ~~same~~Company ~~protection~~changed ~~afforded~~its toname ~~shareholders~~from ofGreenland ~~companies~~Acquisition ~~that~~Corporation ~~are subject~~ to ~~these corporate~~Greenland ~~governance~~Technologies ~~requirements~~Holding Corporation.

~~Significant~~As ~~Activities~~of ~~since~~the ~~Inception~~date of this prospectus, Trendway Capital Limited owns 34.56% of Greenland’s outstanding ordinary shares. Trendway Capital Limited is controlled and beneficially owned by Mr. Peter Zuguang Wang, the chairman of the board of directors of the Company.

Initial Public Offering

On July 27, 2018, we consummated our initial public offering of 4,400,000 units, including a partial exercise by the underwriters of their over-allotment option in the amount of 400,000 units. Each unit consists of one ordinary share, no par value, one warrant to purchase one-half of one ordinary share and one right to receive one-tenth of one ordinary share upon the consummation of our initial business combination, pursuant to a registration statement on Form S-1. Warrants must be exercised in multiples of two warrants, and each two warrants are exercisable for one ordinary share at an exercise price of $11.50 per share. The units were sold in our initial public offering at an offering price of $10.00 per unit, which generated $44,000,000 (before underwriting discounts and offering expenses) in gross proceeds.

Simultaneously with the consummation of our initial public offering, we completed a private placement of 282,000 units at a price of $10.00 per unit to Greenland Asset Management Corporation (the “Sponsor”) and Chardan Capital Markets, LLC (“Chardan”), which generated $2,820,000 in gross proceeds. We also sold to Chardan (and its designees), for $100, an option to purchase up to 240,000 units exercisable at $11.50 per unit (or an aggregate exercise price of $2,760,000) commencing on consummation of the Business Combination (as defined below). The unit purchase option may be exercised for cash or on a cashless basis, at the holder’s option, and expires on July 24, 2023. On February 18, 2021, Chardan exercised its option to purchase 120,000 units. As of the date of this prospectus, 120,000 units remain exercisable under the option.

Business Combination

On October 24, 2019, we consummated our business combination with Zhongchai Holding (the “Business Combination”) after a special meeting, where the shareholders of Greenland considered and approved, among other matters, a proposal to adopt a share exchange agreement (the “Share Exchange Agreement”), dated as of July 12, 2019, among (i) Greenland, (ii) Zhongchai Holding, (iii) the Sponsor, in the capacity as the purchaser representative (the “Purchaser Representative”), and (iv) Cenntro Holding Limited, the sole member of Zhongchai Holding (the “Zhongchai Equity Holder” or the “Seller”).

Pursuant to the Share Exchange Agreement, Greenland acquired from the Seller all of the issued and outstanding equity interests of Zhongchai Holding in exchange for 7,500,000 newly issued ordinary shares, no par value of Greenland, to the Seller (the “Exchange Shares”). As a result, the Seller became the controlling shareholder of Greenland, and Zhongchai Holding became a directly and wholly owned subsidiary of Greenland. The Business Combination was accounted for as a reverse merger effected by the Share Exchange Agreement, where Zhongchai Holding is considered the acquirer for accounting and financial reporting purposes.

The Business Combination was accounted for as a reverse recapitalization (the “Recapitalization Transaction”) in accordance with Accounting Standard Codification (“ASC”) 805, Business Combinations. For accounting and financial reporting purposes, Zhongchai Holding is considered the acquirer based on the following facts and circumstances:

● Zhongchai Holding’s operations comprise the ongoing operations of the combined entity; ● The officers of the newly combined company consist of Zhongchai Holding’s executives, including the Chief Executive Officer, Chief Financial Officer, and General Counsel; and ● The former shareholders of Zhongchai Holding own a majority voting interests in the combined entity.

As a result of Zhongchai Holding being the accounting acquirer, the financial reports filed with the SEC by the Company subsequent to the Business Combination are prepared “as if” Zhongchai Holding is the predecessor and legal successor to the Company. The historical operations of Zhongchai Holding are deemed to be those of the Company. Thus, the financial statements included in this Report reflect (i) the historical operating results of Zhongchai Holding prior to the Business Combination; (ii) the combined results of Zhongchai Holding and Greenland following the Business Combination in October 2019; (iii) the assets and liabilities of Zhongchai Holding at their historical cost, and (iv) Greenland’s equity structure for all periods presented. Zhongchai Holding received 7,500,000 shares of Greenland in exchange for all the share capital, which is reflected retroactively to December 31, 2017 and will be utilized for calculating earnings per share in all prior periods. No step-up basis of intangible assets or goodwill was recorded in the Business Combination transaction, which is consistent with the treatment of the transaction as a reverse recapitalization of Zhongchai Holding.

Incorporation of HEVI Corp.

On January 14, 2020, HEVI Corp., formerly known as Greenland Technologies Corp. prior to May 2022, was incorporated under the laws of the state of Delaware. HEVI is a wholly-owned subsidiary of the Company and promotes sales of sustainable alternative products for the heavy industrial equipment industry, including electric industrial vehicles, in the North American market.

June 2021 Public Offering

On June 28, 2021, the Company entered into an underwriting agreement with Aegis Capital Corp., pursuant to which the Company agreed to sell to Aegis Capital Corp. in a firm commitment public offering 857,884 ordinary shares of the Company, for an offering price of $8.16 per share. The Company received $7.0 million in gross proceeds from this offering, before deducting underwriting discounts and other related offering expenses.

At-the-market Offering Agreement

On November 19, 2021, the Company entered into an at-the-market offering agreement with H.C. Wainwright & Co., LLC, to create an at-the-market equity program pursuant to which the Company may offer and sell, from time to time, through or to H.C. Wainwright & Co., LLC, the Company’s ordinary shares, no par value per share, having an aggregate gross offering price of up to $7.72 million. As of the date of this prospectus, no ordinary shares of the Company have been sold under the at-the-market offering agreement.

July 2022 Registered Direct Offering

On July 25, 2022, the Company entered into a securities purchase agreement with the Selling Securityholder, pursuant to which the Company agreed to issue and sell 1,250,000 ordinary shares and 398,974 pre-funded warrants (the “RD pre-funded warrants”), with each RD pre-funded warrant exercisable for one ordinary share of the Company, for an offering price of $4.17 per share and $4.169 per RD pre-funded warrant. The Company received $6.88 million in gross proceeds from this registered direct offering, before deducting placement agent fees and other related offering expenses.

July 2022 Private Placement

On July 25, 2022, the Company entered into another securities purchase agreement with the Selling Securityholder for a private placement offering of 616,026 pre-funded warrants and 4,530,000 common warrants. Each ordinary share and accompanying common warrants were sold together at a combined offering price of $5.089 per unit, with an exercise price per pre-funded warrant of $0.001 per share. The Company received $3.14 million in gross proceeds from this private placement, before deducting placement agent fees and other related offering expenses.

Corporate Structure

The following diagram illustrates the current corporate structure of Greenland, including the jurisdiction of formation and ownership interest of each of its subsidiaries.

Greenland was incorporated on December 28, 2017 as a British Virgin Islands company ~~with~~ limited ~~liability~~by shares. ~~As a result of the consummation of the Business Combination,~~ Greenland ~~serves~~is as the ~~parent~~ultimate holding company ~~for~~of ~~Zhongchai~~its ~~Holding~~subsidiaries.

~~Zhongchai~~ Greenland Holding was incorporated in ~~Hong~~the ~~Kong~~State of Delaware on ~~April 23~~August 28, ~~2009~~2023. ~~From~~Upon ~~April 23,~~consummation ~~2009~~of tothe ~~November 1,~~share ~~2011,~~exchange between Zhongchai Holding ~~was~~and Greenland Holding, Greenland Holding became a wholly owned subsidiary of ~~Equicap,~~the ~~Inc.~~Company, and holds a ~~Nevada~~100% ~~corporation,~~equity ~~with~~interest ~~its~~in ~~stock~~Zhongchai ~~quoted~~Holding. onAs of the ~~OTC~~date ~~Markets~~of ~~until~~this ~~July 29~~prospectus, ~~2011~~Greenland Holding has no business operations and is as a holding company.

Zhongchai Holding was incorporated in Hong Kong on April 23, 2009. From April 23, 2009 to November 1, 2011, Zhongchai Holding was a subsidiary of Equicap, Inc., a Nevada corporation, with its stock quoted on the OTC Markets until July 29, 2011. As of the date of this prospectus, Zhongchai Holding has no business operations and is a holding company.

HEVI was incorporated in the state of Delaware on January 14, 2020 as a wholly owned subsidiary of Greenland. HEVI promotes sales of sustainable alternative products for the heavy industrial equipment industry, including electric industrial vehicles, in the North American market.

Zhejiang Zhongchai, ~~a 71~~an 89.5847% owned subsidiary of Zhongchai Holding, was formed in the PRC on November 21, 2005 and engages in the business of designing, manufacturing, and selling transmission products mainly for forklift trucks. 20.0% of the equity interests in Zhejiang Zhongchai is held by Xinchang County Jiuhe Enterprise Management (Limited Partnership), representing the collective equity interests of Zhejiang Zhongchai owned by its employees. The remaining 10.53% of Zhejiang Zhongchai’s capital stock is owned by Xinchang County Jiuxin Investment Management Partnership (LP) (“Jiuxin”), an entity owned by Mengxing He, director and general manager of Zhejiang Zhongchai.

Hangzhou Greenland, formerly known as Hangzhou Greenland Robotic Co., Ltd. prior to November 6, 2020 (“Hangzhou Greenland”), a wholly- owned subsidiary of Zhongchai Holding, was formed in the PRC on August 9, 2019 and engages in the business of research and development of electric engineering vehicles, including electric forklifts, electric loading vehicles, electric digging vehicles, and other products. Hangzhou Greenland is also committed to product supply chain integration and overseas sales.

~~Shanghai~~ Hengyu ~~Business~~Capital ~~Management Consulting Co.~~Limited, ~~Ltd. (“Hengyu”),~~ a 62.5% owned subsidiary of Zhongchai Holding, was formed in ~~PRC~~Hong Kong on ~~September 10~~August 16, ~~2005~~2022. ~~and~~Hengyu ~~holds~~Capital noLimited ~~assets~~does ~~other~~not ~~than~~have anany ~~account~~business activities ~~receivable~~at ~~owed~~this bytime ~~Cenntro~~and ~~Holding~~will ~~Limited,~~be ~~the~~engaging ~~sole~~in ~~member of Zhongchai Holding prior to~~ the ~~closing~~business of ~~the Business Combination~~investing. The remaining 37.5% of ~~Hengyu’s~~the capital stock isof ~~beneficially~~Hengyu Capital Limited is owned by Peter Zuguang Wang, the chairman of our board of directors.

Hengyu Capital Limited, a 62.5% owned subsidiary of Zhognchai Holding, was formed in Hong Kong on August 16, 2022 and will be engaging in the business of investing. The remaining 37.5% of the capital stock of Hengyu Capital Limited is owned by Peter Zuguang Wang, the chairman of our board of directors.

Products

Greenland ~~provides transmission~~manufactures transmission systems and integrated powertrains for ~~material~~various ~~handling machineries~~industries, particularly for ~~electric~~material ~~forklift~~handling ~~trucks~~machinery. In ~~order~~addition, ~~to expand and~~Greenland ~~diversify~~is ~~existing~~a ~~product~~provider ~~offerings,~~of ~~Greenland~~high ~~recently~~tech ~~entered~~sustainable ~~into~~heavy ~~the~~machinery including all-electric ~~industry~~construction ~~vehicles~~machinery ~~market by designing~~ and ~~developing electric~~related ~~industry~~charging ~~vehicles~~accessories.

~~Greenland~~Transmission ~~provides transmission~~products ~~systems and integrated powertrains~~ for material handling machineries, particularly for electric forklift trucks. In order to expand and diversify existing product offerings, Greenland recently entered into the electric industry vehicles market by designing and developing electric industry vehicles.machinery

Transmission ~~products~~Systems. For 15 years, Greenland, along with its subsidiaries, specializes in designing, developing, and manufacturing a wide range of transmission systems for material handling machinery, in particular forklift trucks. The range of the transmission systems covers machinery from one ~~machineries~~ton to 18 tons. Most transmission systems contain auto transmission features. This feature allows for easy machine operations. In addition, Greenland provides transmission system for internal combustion powered machinery as well as for electrical powered machinery. Greenland has recently experienced increasing demand for electric powered transmission systems. These transmission systems are key components for material handling machinery assembly. To meet this increasing demand, Greenland is able to provide these transmission systems to major forklift truck original equipment manufacturers (“OEMs”) as well as certain global branded manufacturers.

Transmission Systems. For 15 years, Greenland, along with its subsidiaries, specializes in designing, developing, and manufacturing a wide range of transmission systems for material handling machineries, in particular forklift trucks. The range of the transmission systems covers machineries from one ton to fifteen tons. Most transmission systems contain auto transmission features. This feature allows for easy machine operations. In addition, Greenland provides transmission system for internal combustion powered machineries as well as for electrical powered machineries. Greenland has recently experienced an increasing demand for electric powered transmission systems. These transmission systems are key components for material handling machinery assembly. To meet this increasing demand, Greenland is able to providing these transmission systems to major forklift truck original equipment manufacturers (“OEMs”) as well as certain global branded manufacturers.3

Integrated Powertrain. Through its PRC subsidiaries, Greenland designs and develops new and distinctive powertrains, which ~~integrates~~integrate electric motor, speed reduction gearbox, and driving axles into a combined integral module, in order to meet a growing demand for advanced electric forklift trucks. This integrated powertrain will enable the OEMs to significantly shorten design cycle, improve machinery efficiency, and simplify manufacturing process. There is a new trend that OEMs would rather use an integrated powertrain than separate electric motor, speed reduction gearbox, and driving axles, particularly in electric forklift trucks. Currently, Greenland makes two tons to three and a half-tons integrated powertrains for a few electric forklift truck OEMs. Greenland is in the process of adding more integrated powertrain products for electric forklift truck OEMs with different sizes.

Electric Industrial Heavy Equipment

GEL-5000 Electric Wheel Loader

Offering all-electric clean and sustainable alternatives to traditional heavy-emission systems in the industrial heavy equipment industry, HEVI sells equipment that produce no operating emissions and reduced noise pollution while offering the strength and power for many applications. Assembled in Maryland, HEVI’s first product line includes the GEL-5000 and GEL-1800 electric wheeled front loader, the GEX-8000 electric excavator and the GEF-series of electric lithium forklifts.

GEL-5000

The GEL-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 lithium battery sourced from Contemporary Amperex Technology Co., Limited (“CATL”) produces the power to support eight hours of operation time and can be charged in as little as two hours.

GEL-1800

The GEL-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 CATL-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 hours.

GEX-8000

The GEX-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 lithium battery produces the power to support nine hours of operation time and can be charged in as little as one and a half hours.

The GEL-5000, GEL-1800 and GEX-8000 come standard with advanced systems such as an intelligent system diagnostic display, quick-hitch attachment system with a wide range of attachments and quality-of-life operation features that further add value to our customers.

H55L

The H55L is a lithium powered all-electric wheeled front loader which can lift up to six tons in indoor and outdoor applications without the mess and emissions of diesel.

H65L

The H65L is a lithium powered all-electric wheeled front loader and HEVI’s flagship loader at an operating weight of nearly 50,000 pounds.

GEF-Series Forklifts

HEVI offers the GEF-series of lithium powered electric forklifts that range in power from 1.5-ton to 3.5-ton rated load.

Charging Solutions

DCH-480-30 Mobile Direct Current (“DC”) Charger

HEVI has developed a line of DC mobile charging solutions that are designed for easy, flexible and cost-effective charging integration to support a DC-powered electric vehicle (“EV”) fleet at any powered work site. These solutions create a seamless adoption of HEVI’s electric heavy equipment or any compatible DC-powered EV into any existing fleet operation.

~~Electric~~Recent ~~Industrial Vehicles~~Development

~~There is~~The ~~increasing~~Company ~~demand~~filed ~~for~~a ~~electric~~definitive ~~industrial~~proxy ~~vehicles~~statement for ~~powered~~its by2025 ~~sustainable~~annual ~~energy~~meeting inof ~~order~~shareholders towith ~~reduce~~the ~~air~~SEC ~~pollution~~on ~~and~~December ~~lower~~8, ~~carbon emissions~~2025. InAt ~~December~~the ~~2020~~meeting, ~~Greenland~~the ~~launched~~Company’s aboard ~~new~~of ~~division~~directors towill present ~~focus~~several onproposals for the ~~production~~shareholders’ ~~and~~approval, ~~sale~~including ~~of electric industrial vehicles—~~a ~~division~~ ~~that~~proposal ~~Greenland intends~~ to ~~develop~~implement toa ~~diversify~~dual-class ~~its~~share ~~product~~structure ~~offerings.~~(the ~~Greenland’s electric industrial vehicle products~~“Share ~~currently~~Capital ~~include~~Reorganization ~~GEF-series~~Proposal”) ~~electric~~and ~~forklifts,~~ a ~~series~~proposal ofto ~~lithium~~reclassify ~~powered~~ordinary ~~forklifts~~shares ~~with~~held ~~three~~by ~~models~~Trendway ~~ranging~~Capital inLimited ~~size~~into ~~from~~Class ~~1.8~~B ~~tons~~ordinary toshares ~~3.5~~(the ~~tons,~~“Share ~~GEL~~Re-~~1800~~classification Proposal,” atogether ~~1.8~~with ~~ton~~the ~~rated~~Share ~~load~~Capital ~~lithium~~Reorganization ~~powered electric wheeled front loader~~Proposal, ~~and~~the ~~GEX-8000, an all-electric 8~~“Proposals”).~~0 ton rated~~ ~~load~~Under ~~lithium~~the ~~powered~~Proposals, ~~wheeled~~the ~~excavator.~~Company’s ~~These~~existing ~~products~~ordinary ~~have~~shares ~~become~~would ~~available~~be ~~for~~re-designated ~~purchase~~into inClass ~~the~~A ~~U.S.~~Ordinary ~~market.~~Shares, Ineach ~~July~~carrying ~~2022~~one vote, ~~Greenland launched~~and ~~its~~Class ~~new~~B ~~GEL-5000~~Ordinary ~~all-electric~~Shares, ~~5.0~~each ~~ton~~carrying ~~rated~~25 ~~load lithium wheeled front loader. Greenland plans to launch a 54~~votes,~~000~~ ~~square foot~~and ~~assembly~~the ~~site~~ordinary inshares ~~Baltimore,~~held ~~Maryland~~by inTrendway ~~the~~Capital ~~third~~Limited ~~quarter~~will ofbe ~~2022~~reclassified into toClass ~~support~~B ~~local~~ordinary ~~service,~~shares. ~~assembly~~The ~~and~~details ~~distribution~~ of ~~its~~the ~~electric industrial~~Proposals ~~heavy~~are ~~equipment~~set ~~product~~forth ~~line.~~in ~~Greenland~~the ~~also~~definitive ~~plans~~proxy tostatement ~~establish~~on anDEF ~~experience~~14A ~~center~~filed ~~within~~by the ~~Mid-Atlantic region in 2023~~Company towith ~~promote~~the ~~local~~SEC ~~sales~~on ~~and~~December ~~marketing~~8, 2025.

We currently intend to complete this offering prior to the effectiveness or implementation of the dual-class structure. If, at the time the dual-class structure is implemented, any Warrants issued in this offering remain outstanding, upon exercise of such Warrants, holders will be entitled to receive four Class A Ordinary Shares and for every five Warrants exercised. In addition, if the dual class structure is implemented after this offering is completed, any Ordinary Shares sold in this offering will be re-designated as Class A Ordinary Shares. However, there is no assurance that we will be able to complete this offering. If the dual-class structure is approved and implemented prior to the completion of this offering, or if the timing of the approval or implementation becomes uncertain, we may be required to further amend this registration statement, or file post-effective amendments, to reflect changes to our share capital structure, voting rights, and related risk disclosures. See also “Risk Factors—Risks Related to this Offering—The timing of our proposed dual-class share structure relative to this offering is uncertain, which may require us to amend this registration statement, delay or suspend the offering, or adversely affect investor interest.”

Recent Regulatory Developments

We are ~~subject~~a toholding ~~certain~~company ~~legal~~incorporated ~~and operational risks associated with our operations~~ in ~~China.~~the ~~PRC~~British ~~laws~~Virgin Islands and ~~regulations~~not ~~governing~~a ~~our~~Chinese ~~current~~operating ~~business~~company. ~~operations are~~As ~~sometimes vague and uncertain, and, as~~ a ~~result,~~holding ~~these~~company ~~risks~~with ~~may~~no ~~result in~~ material ~~changes in the~~ operations of our ~~PRC subsidiaries,~~ ~~significant depreciation of the value of our ordinary shares~~own, orwe aconduct ~~complete hindrance of~~ our ~~ability~~operations tothrough ~~offer or continue to offer~~ our ~~securities~~ ~~to investors~~U.S. ~~For~~subsidiary, ~~instance~~HEVI, weand ~~believe~~our ~~that~~PRC wesubsidiaries. ~~are~~We ~~currently~~hold ~~not~~equity ~~required~~interests toin ~~obtain~~our ~~any permission or approval from the CSRC~~subsidiaries and ~~the~~do ~~Cyberspace~~not ~~Administration~~currently ofuse ~~China,~~a orVIE ~~the~~structure. ~~CAC,~~Investors in ~~the~~our ~~PRC~~ordinary toshares ~~offer~~are ~~securities~~purchasing toequity ~~foreign~~interest ~~investors. However, there is no guarantee that this will continue to be the case~~ in ~~the future in relation to~~ a ~~follow-on~~British ~~offering~~Virgin ~~or the continued listing of our securities on~~Islands aholding Ucompany.S. ~~securities~~As ~~exchange,~~used ~~or even~~ in ~~the~~this ~~event such permission or approval is required and obtained~~prospectus, ~~it will not be subsequently revoked or rescinded. In the event that such approval is required in the future and~~ “we,” do“us,” ~~not~~“our ~~receive~~company,” or ~~maintain such approval,~~ “our” ~~ordinary~~refers ~~shares~~to ~~may~~Greenland ~~significantly~~Technologies ~~decline~~Holding inCorporation ~~value or become worthless,~~ and ~~our~~when ~~ability~~describing tothe ~~offer~~consolidated orfinancial ~~continue~~results toof ~~offer~~Greenland ~~securities~~Technologies toHolding Corporation ~~investors~~and ~~may be~~its ~~significantly~~subsidiaries, ~~limited~~also orincludes ~~completely~~its ~~hindered~~subsidiaries.

InWe ~~addition,~~and weour PRC subsidiaries are subject to ~~risks~~certain legal and ~~uncertainties~~operational ofrisks ~~the~~associated ~~interpretations~~with ~~and~~our ~~applications~~PRC ofsubsidiaries’ operations in China. PRC laws and regulations governing our PRC subsidiaries’ current business operations are constantly evolving, ~~including~~it is unclear how these regulations will be interpreted, ~~but~~amended ~~not~~and ~~limited~~implemented toby the relevant government authorities, ~~limitations on~~and, ~~foreign~~as ~~ownership~~a result, these risks may result in material changes in the operations of our ~~industry.~~PRC Wesubsidiaries, ~~are~~significant ~~also~~depreciation ~~subject~~of the value of our ordinary shares, or a complete hindrance of our ability to offer or continue to offer our securities to investors. For instance, except for fulfilling the ~~risks~~filing procedure with the CSRC in connection with future offerings, including this offering, we believe that we and ~~uncertainties~~our ~~about~~PRC subsidiaries are currently not required to obtain any ~~future~~permission ~~actions~~or ofapproval from the CSRC and the CAC, in the PRC ~~government~~to offer securities to foreign investors. However, there Ifis ~~any~~no ~~future~~guarantee ~~actions~~that ofthis will continue to be the ~~PRC~~case ~~government~~in ~~result~~the future in relation to a ~~material~~follow-on ~~change~~offering inor the continued listing of our securities ~~operations~~on a U.S. securities exchange, or even in the ~~value~~event ofsuch permission or approval is required and obtained, it will not be subsequently revoked or rescinded. In the event that such approval is required in the future and we and/or our PRC subsidiaries do not receive or maintain such approval, our ordinary shares may ~~depreciate~~ significantly decline in value or become worthless., ~~See~~and ~~“Risk~~our ~~Factors~~ability ~~— Risks Related~~ to ~~Doing~~offer ~~Business~~or incontinue ~~China~~to ~~— Uncertainties with~~offer ~~respect~~securities to ~~the~~investors ~~PRC~~may ~~legal~~be ~~system~~significantly ~~could~~limited ~~adversely~~or ~~affect~~completely ushindered.”

~~Recently~~In addition, ~~the~~we ~~PRC government adopted a series of regulatory actions~~ and ~~issued statements to regulate business operations in China, including cracking down on illegal~~our ~~activities~~PRC insubsidiaries ~~the~~are ~~securities~~subject ~~market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures~~ to ~~extend~~risks ~~the scope of cybersecurity reviews,~~ and ~~expanding~~uncertainties ~~the efforts in anti-monopoly enforcement. As~~ of the ~~date~~ ofinterpretations ~~this prospectus, our Company~~ and ~~our~~applications ~~PRC~~of ~~subsidiaries have not been involved in any investigations on cybersecurity review initiated by any~~ PRC ~~regulatory~~laws ~~authority,~~and ~~nor has any of them received any inquiry~~regulations, ~~notice~~including but ornot ~~sanction.~~limited ~~As of the date of this prospectus~~to, wethose ~~have not~~imposing ~~received~~limitations ~~any~~on ~~inquiry,~~foreign ~~notice,~~ownership ~~warning,~~in ~~or sanctions from~~ the ~~CSRC~~industry orour ~~any other~~ PRC ~~governmental~~subsidiaries ~~authorities~~operate. ~~regarding~~We ~~the~~and ~~offering of~~ our ~~securities outside of the~~ PRC. ~~As of the date of this prospectus, there~~ subsidiaries are ~~currently~~also nosubject ~~relevant~~to ~~laws or regulations in~~ the ~~PRC that~~risks ~~prohibit~~and ~~companies~~uncertainties ~~whose~~about ~~entity~~any ~~interests~~future ~~are~~actions ~~within~~of the PRC ~~from listing on overseas stock exchanges~~government. InIf ~~the~~any ~~event~~future ~~that~~actions anof approval from Chinese authorities is required, if we do not receive or maintain required approvals, or we inadvertently conclude that such approvals are not required, or applicable laws, regulations, or interpretations change such that we are required to obtain approval in the ~~future, we~~PRC ~~may be subject to an investigation by Chinese regulators, fines or penalties, or an order prohibiting us from conducting an offering,~~government ~~and these risks could~~ result in a material ~~adverse~~ change in our ~~operations~~PRC ~~and~~subsidiaries’ operations, the value of our ordinary shares, ~~significantly~~may ~~limit or~~depreciate ~~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. InSee ~~addition,~~“Item since these statements and regulatory actions are newly published, and official guidance and related implementation rules have not been issued, it is highly uncertain what the potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and our ability to continue our listing on a U1A.~~S. exchange.~~ ~~See “~~Risk Factors — Risks Related to Doing Business in China — ~~We may be liable for improper use or appropriation~~ Uncertainties ofwith ~~personal~~respect ~~information provided by our customers and any failure~~ to ~~comply~~the ~~with~~ PRC ~~laws~~legal ~~and~~system ~~regulations~~could ~~over~~adversely ~~data~~affect ~~security~~us ~~could~~and ~~result in~~our ~~materially~~PRC ~~adverse~~subsidiaries” ~~impact~~ on ~~our~~page ~~business,~~24 ~~results~~ of ~~operations,~~the ~~and~~November ~~our~~2025 ~~continued listing on Nasdaq~~Quarterly Report.”

Recently, the PRC government adopted a series of regulatory actions and issued statements to regulate business operations in China, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding anti-monopoly enforcement. As of the date of this prospectus, our Company and our PRC subsidiaries have not been involved in any investigations on cybersecurity review initiated by any PRC regulatory authority, nor has any of them received any inquiry, notice or sanction. As of the date of this prospectus, we and our PRC subsidiaries have not received any inquiry, notice, warning, or sanctions from the CSRC or any other PRC governmental authorities regarding the offering of our securities outside of the PRC.

~~Although~~On weFebruary ~~are~~17, ~~not~~2023, the ~~currently~~CSRC published the Trial Administrative Measures and its accompanying guidelines and instructions, which came into effect on March ~~owned~~31, or2023, ~~controlled~~and byapplies if a ~~governmental~~domestic ~~entity~~enterprise inissues ~~any~~shares, ~~foreign~~depositary ~~jurisdiction~~receipts, corporate bonds convertible into shares, or other securities of an equity nature outside of the PRC, ~~government~~or ~~has~~lists ~~exercised,~~its ~~and~~securities ~~continues~~for trading outside of the PRC. According to ~~exercise~~such regulations, a domestic ~~substantial~~enterprise ~~control~~that ~~over~~issues ~~virtually~~and ~~every~~lists ~~sector~~its securities outside of the ~~Chinese~~PRC ~~economy~~shall ~~through~~comply ~~regulation~~with the filing procedures and ~~state~~report ~~ownership~~the relevant information to the CSRC. A domestic enterprise shall not be listed on an overseas stock exchange if any of the following circumstances exists: (i) where such securities offering and listing is explicitly prohibited by provisions in laws, ~~including~~administrative regulations and relevant state rules; (ii) where the ~~steel~~intended ~~sector~~securities offering and listing may endanger national security as reviewed and determined by competent authorities under the State Council in accordance with law; (iii) where wethe ~~have~~domestic ~~been~~company ~~conducting~~intending ~~our~~to ~~business.~~make ~~Any~~the ~~government~~securities ~~decisions~~offering and listing, or ~~actions~~its tocontrolling ~~change~~shareholders and the ~~steel~~actual ~~production~~controller, have committed crimes such as corruption, bribery, embezzlement, misappropriation of property or ~~any~~undermining ~~decisions~~the order of the ~~government~~socialist market economy during the latest three years; (iv) where the domestic ~~might~~company ~~make~~intending to ~~cut~~make ~~spending~~the securities offering and listing is suspected of committing crimes or major violations of laws and regulations, and ~~could~~is ~~adversely~~under ~~impact~~investigation ~~our~~according ~~business~~to law, and ~~results~~no ofconclusion ~~operations.~~has Weyet ~~believe~~been ~~that~~made ~~our~~thereof; ~~operations~~(v) inwhere ~~China~~there are in material ~~compliance~~ownership ~~with~~disputes over ~~all~~equity ~~applicable~~held ~~legal~~by ~~and~~the ~~regulatory~~domestic ~~requirements.~~company’s ~~However,~~controlling shareholder or by other shareholders that are controlled by the ~~central~~controlling shareholder and/or ~~local~~actual ~~governments~~controller. ofThe Trial Administrative Measures changes the ~~jurisdictions~~management of licensing to record management, strengthen the supervision in ~~which~~the weaftermath, ~~operate~~create ~~may~~a ~~impose~~more ~~new~~transparent and predictable institutional environment, ~~stricter~~and ~~regulations~~support orthe ~~interpretations~~standardized development of ~~existing~~enterprises ~~regulations~~using the overseas capital market. As such, we will be required to complete filing procedures with ~~little~~CSRC ~~advance~~in ~~notice~~connection ~~that~~with our ~~could~~future offerings, including this offering, within three working days after the subsequent securities offering is completed. Additionally, ~~require~~we ~~additional~~may ~~expenditures~~be ~~and~~prohibited ~~efforts~~from oncontinued ~~our~~listing ~~part~~if towe ~~ensure~~fit ~~our~~into ~~compliance~~any ~~with~~of ~~such~~the ~~regulations~~five orscenarios ~~interpretations~~as discussed above. Furthermore, in the ~~PRC~~event ~~government~~that an ~~authorities~~approval ~~may~~from ~~continue~~Chinese toauthorities ~~strengthen~~is ~~oversight~~required ~~and~~for ~~control~~our ~~over~~future offerings ~~that~~or ~~are~~continued ~~conducted~~listing ~~overseas~~on Nasdaq, if we and/or ~~foreign~~our PRC subsidiaries ~~investment~~do innot ~~China-based~~receive ~~issuers~~or ~~like~~maintain ~~us.~~required ~~Such~~approvals, ~~actions~~or ~~taken~~we byinadvertently ~~the~~conclude ~~PRC~~that ~~government~~such ~~authorities~~approvals ~~may~~are ~~intervene~~not required, or ~~influence~~applicable ~~the operations~~laws, ofregulations, or interpretations change such that we and/or our PRC ~~operating~~subsidiaries ~~entities~~are atrequired ~~any~~to ~~time~~obtain approval in the future, ~~which~~we and/or our PRC subsidiaries may be ~~beyond~~subject ~~our~~to ~~control.~~an ~~Therefore~~investigation by Chinese regulators, ~~any~~fines ~~such~~or ~~action~~penalties, ~~may~~or ~~adversely~~an ~~affect~~order ~~the~~prohibiting ~~operations~~us from conducting ofan ~~our~~offering, ~~PRC~~and ~~subsidiaries~~these risks could result in a material adverse change in our operations and ~~significantly~~the value of our ordinary shares, significantly limit or completely hinder our ability to offer or continue to offer securities to ~~you~~investors, ~~and~~or ~~reduce~~cause ~~the value of~~ such securities orto ~~cause~~significantly decline ~~the~~in value ofor ~~such~~become ~~securities~~worthless. toIn beaddition, since ~~completely~~these ~~worthless.~~statements ~~See~~and ~~“Risk~~regulatory ~~Factors~~actions —are ~~Risks~~newly ~~Related~~published, and official toguidance ~~Doing~~and ~~Business~~related inimplementation ~~China~~rules —have ~~The~~not ~~PRC~~been ~~government~~issued, ~~exerts~~it ~~substantial~~is ~~influence~~highly ~~over~~uncertain what the ~~manner~~potential inimpact ~~which~~such wemodified ~~must~~or ~~conduct~~new laws and regulations will have on our subsidiaries’ daily business ~~activities.~~ Ifoperation, the ~~Chinese~~ability ~~government~~to ~~significantly~~accept ~~regulates~~foreign ~~the~~investments ~~business~~and ~~operations~~our ability ofto continue our ~~PRC~~listing ~~subsidiaries~~on ina ~~the~~U.S. ~~future~~exchange. ~~and~~See ~~our~~“Item ~~PRC~~1A. Risk Factors — Risks Related to Doing Business in China — Our PRC subsidiaries ~~are~~may ~~not~~be ~~able~~liable tofor ~~substantially~~improper use or appropriation of personal information provided by their customers and any failure to comply with ~~such~~PRC laws and regulations, ~~the~~over ~~business~~data ~~operations~~security ofcould ~~our~~result ~~PRC~~in ~~subsidiaries~~materially ~~may~~adverse beimpact ~~materially~~on our business, results of operations, and ~~adversely~~our ~~affected~~continued ~~and~~listing ~~the~~on ~~value~~Nasdaq” ofon ~~our~~page ~~ordinary~~27 ~~shares~~of ~~may~~the ~~significantly~~November ~~decrease~~2025 Quarterly Report.”

~~Trading~~Although we are not currently owned or controlled by a governmental entity in ~~our~~any ~~securities~~foreign jurisdiction, the PRC government has exercised, and continues to exercise, ~~may~~substantial becontrol ~~prohibited~~over ~~under~~virtually every sector of the ~~HFCA~~Chinese ~~Act~~economy ifthrough regulation and state ownership, including the ~~PCAOB~~steel ~~determines~~sector where ~~that~~our itPRC ~~cannot~~subsidiaries ~~inspect~~have been conducting their business. Any government decisions or ~~fully~~actions ~~investigate~~to ~~our~~change ~~auditor~~steel production, or any decisions the government might make to cut spending, could adversely impact our PRC subsidiaries’ business and our results of operations. We believe that asour aPRC ~~result,~~subsidiaries’ operations in China are in material compliance with all applicable legal and regulatory requirements. anHowever, ~~exchange~~the ~~may~~central ~~determine~~or tolocal ~~delist~~governments of the jurisdictions in which our ~~securities.~~PRC ~~The~~subsidiaries ~~PCAOB~~operate ~~has~~may ~~been~~impose ~~able~~new, stricter regulations or interpretations of existing regulations that could require additional expenditures and efforts on our part to ~~inspect~~ensure our ~~auditor,~~and ~~WWC~~our PPRC subsidiaries’ compliance with such regulations or interpretations.C. Furthermore, anthe ~~independent~~PRC ~~registered~~government authorities may continue to strengthen ~~public~~oversight ~~accounting~~and ~~firm~~control ~~with~~over ~~its~~offerings ~~headquarters~~that are conducted overseas and/or foreign investment in ~~San~~China-based ~~Mateo~~issuers like us. Such actions taken by the PRC government authorities may intervene or influence the operations of our PRC subsidiaries at any time, ~~California~~which may be beyond our control. Therefore, ~~and~~any ~~with~~such ~~its~~action ~~last~~may ~~inspection~~adversely ~~completed~~affect inthe ~~November~~operations ~~2021.~~of ~~Our~~our ~~auditor~~PRC subsidiaries and significantly limit or hinder isour ~~not~~ability ~~subject~~to offer or continue to offer securities to you and reduce the ~~determinations~~value ~~announced~~of bysuch securities or cause the ~~PCAOB~~value onof ~~December~~such ~~16,~~securities to ~~2021~~be completely worthless. See “Item 1A. Risk Factors — Risks Related to Doing Business in China — The PRC Agovernment ~~recent~~exerts ~~joint~~substantial ~~statement~~influence byover the ~~SEC~~manner ~~and~~in ~~the~~which ~~PCAOB,~~our ~~proposed~~PRC ~~rule~~subsidiaries ~~changes~~must ~~submitted~~conduct bytheir ~~Nasdaq,~~business ~~and~~activities. If the ~~HFCA~~Chinese ~~Act~~government ~~all~~significantly ~~call~~regulates ~~for~~the ~~additional~~business ~~and~~operations ~~more~~of ~~stringent~~our ~~criteria~~PRC tosubsidiaries bein ~~applied~~the future and our PRC subsidiaries are not able to ~~emerging~~substantially ~~market~~comply ~~companies~~with ~~upon~~such ~~assessing~~regulations, the ~~qualification~~ business operations of ~~their~~our ~~auditors,~~PRC ~~especially~~subsidiaries may be materially and adversely affected and the ~~non-U.S.~~value ~~auditors~~of ~~who~~our ~~are~~ordinary ~~not~~shares ~~inspected~~may bysignificantly decrease” on page 25 of the ~~PCAOB~~November 2025 Quarterly Report.”

Trading in our securities may be prohibited under the HFCA Act if the PCAOB determines that it cannot inspect or fully investigate our auditor, and that as a result, an exchange may determine to delist our securities. The PCAOB has been able to inspect our auditor, WWC P.C., an independent registered public accounting firm with its headquarters in San Mateo, California, with its last inspection conducted in November 2021. On December 16, 2021, the PCAOB issued a report to notify the SEC of its determinations that it is unable to inspect or investigate completely registered public accounting firms headquartered in Mainland China and Hong Kong, respectively, and identifies the registered public accounting firms in Mainland China and Hong Kong that are subject to such determinations. Our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021. See “Risk Factors — Risks Related to Doing Business in China — A recent joint statement by the SEC and the PCAOB, proposed rule changes submitted by Nasdaq, and the HFCA Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB.”7

Trading in our securities may be prohibited under the HFCA Act if the PCAOB determines that it cannot inspect or fully investigate our auditor, and that as a result, an exchange may determine to delist our securities. The PCAOB has been able to inspect our auditor, Enrome LLP, an independent registered public accounting firm with its headquarters in Singapore. See “Item 1A. Risk Factors — Risks Related to Doing Business in China — Our 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 auditors. The delisting and the cessation of trading of our ordinary shares, or the treat 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 deprives our investors with the benefits of such inspections” on page 33 of the November 2025 Quarterly Report.

Trading in our securities may be prohibited under the HFCA Act if the PCAOB determines that it cannot inspect or fully investigate our auditor, and that as a result, an exchange may determine to delist our securities. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act and on December 29, 2022, the Consolidated Appropriations Act was signed into law by former President Biden, which contained, among other things, an identical provision to Accelerating Holding Foreign Companies Accountable Act and amended the Holding Foreign Companies Accountable Act by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time period before our securities may be prohibited from trading or delisted. The PCAOB has been able to inspect our auditor, Enrome LLP, an independent registered public accounting firm with its headquarters in Singapore. On December 16, 2021, the PCAOB issued a report to notify the SEC of its determinations that it is unable to inspect or investigate completely registered public accounting firms headquartered in Mainland China and Hong Kong, respectively, and identifies the registered public accounting firms in Mainland China and Hong Kong that are subject to such determinations. Our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021. On August 26, 2022, the CSRC, the MOF, and the PCAOB signed the Protocol, governing inspections and investigations of audit firms based in mainland China and Hong Kong. The Protocol remains unpublished and is subject to further explanation and implementation. Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination. See “Item 1A. Risk Factors — Risks Related to Doing Business in China — Our 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 auditors. The delisting and the cessation of trading of our ordinary shares, or the treat 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 deprives our investors with the benefits of such inspections” on page 33 of the November 2025 Quarterly Report.

Dividend Policy and Cash Transfers

We intend to retain all of our available funds and any future earnings to fund the development and growth of our business. As such, we do not expect to pay any cash dividends in the foreseeable future. We are permitted under PRC laws and regulations to provide funding to our PRC subsidiaries only through loans or capital contributions, and only if we satisfy the applicable government registration and approval requirements.

7Our PRC subsidiaries are permitted to pay dividends only out of their retained earnings. However, each of our PRC subsidiaries is required to set aside at least 10% of its after-tax profits each year, after making up for previous year’s accumulated losses, if any, to fund certain statutory reserves, until the aggregate amount of such funds reaches 50% of registered capital. This portion of our PRC subsidiaries’ respective net assets are prohibited from being distributed to their shareholders as dividends. However, none of our PRC subsidiaries has made any dividends or distributions to our holding company or any U.S. investors as of the date of this prospectus. See “Item 1A. Risk Factors — Risks Related to Doing Business in China — 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” on page 31 of the November 2025 Quarterly Report.

Our PRC subsidiaries are permitted to pay dividends only out of their retained earnings. However, each of our PRC subsidiaries is required to set aside at least 10% of its after-tax profits each year, after making up for previous year’s accumulated losses, if any, to fund certain statutory reserves, until the aggregate amount of such funds reaches 50% of registered capital. This portion of our PRC subsidiaries’ respective net assets are prohibited from being distributed to their shareholders as dividends. However, none of our PRC subsidiaries has made any dividends or distributions to our holding company or any U.S. investors as of the date of this prospectus. See “Risk Factors — Risks Related to Doing Business in China — 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.”

In addition, the PRC government imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders. See “Risk Factors — Risks Related to Doing Business in China — Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment.”

A 10% PRC withholding tax is applicable to dividends payable to investors that are non-resident enterprises. Any gain realized on the transfer of 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 at source if such gain is regarded as income derived from sources within the PRC. See “Risk Factors — Risks Related to Doing Business in China — Under the PRC Enterprise Income Tax Law, we may be classified as a ‘Resident Enterprise’ of China. Any classification as such will likely result in unfavorable tax consequences to us and our non-PRC shareholders.”

Each subsidiary of the Company may initiate a cash transfer request by timely filling out a fund application form, which shall be signed by the financial principal and the principal of the subsidiary and then submitted to the financial department of the Company for approval. After a cash transfer request is approved by the financial department, the relevant subsidiary may proceed to initiate such transfer. Our Company distributed cash as loans to our subsidiaries. Several cash transfers have been made between our Company and our subsidiaries. As of June 30, 2022, our Company had provided loans in the amount of $266,604 to Hangzhou Greenland, and in the amount of $4,392,886 to Zhongchai Holding.

Corporate Information

We are a British Virgin Islands company limited by shares and our corporate headquarters are located at 50 Millstone Road, Building 400 Suite 130, East Windsor, NJ, United States 08512. Our telephone number is 1 (888) 827-4832. Our registered office in the British Virgin Islands is located at Craigmuir Chambers, Road Town, Tortola, VG 1110 British Virgin Islands. We maintain a corporate website at http://www.gtecrobotic.com/#/home. The information contained in, or accessible from, our website or any other website does not constitute a part of this prospectus. Our ordinary shares are listed on the Nasdaq Capital Market under the symbol “GTEC.”

Implications of Being an Emerging Growth Company

We qualify as an emerging growth company as that term is used in the Jumpstart Our Business Startups Act (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include being permitted to:

● have only two years of audited financial statements and only two years of related Management’s Discussion and Analysis;

● omit the auditor attestation of our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002; and

● provide limited disclosure about our executive compensation arrangements.

We have already taken advantage of these reduced reporting burdens in this prospectus and the reports we file with the SEC, some of which are also available to us as a smaller reporting company as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

WeIn ~~could~~addition, ~~remain~~the ~~an emerging~~PRC ~~growth~~government ~~company~~imposes ~~until~~controls on the ~~earlier~~convertibility of ~~July~~Renminbi ~~2023~~into ~~and~~foreign ~~the~~currencies ~~earliest~~and, ofin ~~(1)~~certain cases, the ~~last~~remittance ~~day~~ of ~~the first fiscal year in which our annual gross~~currency ~~revenues~~out ~~exceed~~of $1China.07 ~~billion,~~If ~~(2)~~ the ~~date~~foreign ~~that~~exchange wecontrol ~~become~~system aprevents ~~“large~~us ~~accelerated~~from ~~filer”~~obtaining assufficient ~~defined~~foreign incurrencies ~~Rule~~to ~~12b-2~~satisfy ~~under~~our ~~the Exchange~~foreign ~~Act~~currency demands, ~~which~~we ~~would~~may ~~occur~~not ifbe ~~the~~able ~~market~~to ~~value~~pay ofdividends ~~our~~in ~~ordinary~~foreign ~~share~~currencies ~~that~~to isour ~~held~~shareholders. bySee ~~non-affiliates~~“Item ~~exceeds~~1A. ~~$700~~Risk ~~million~~Factors as— Risks Related ofto ~~the last~~Doing ~~business~~Business ~~day~~in ofChina — Governmental ~~our~~control ~~most~~of ~~recently~~currency ~~completed~~conversion ~~second~~may ~~fiscal~~limit ~~quarter,~~our orability ~~(3)~~to ~~the~~utilize ~~date~~our revenues oneffectively ~~which~~and weaffect ~~have~~the ~~issued~~value ~~more~~of ~~than~~your $1investment” ~~billion~~on ~~in non-convertible~~page ~~debt~~32 ~~during~~of the ~~preceding~~November ~~three~~2025 ~~year~~Quarterly ~~period~~Report.

InA ~~addition,~~10% PRC withholding tax is applicable to dividends payable to investors that are non-resident enterprises. Any gain realized on the ~~JOBS~~transfer ~~Act~~of ordinary shares ~~provides~~by ~~that~~such aninvestors ~~emerging~~is ~~growth~~also ~~company~~subject ~~can~~to ~~delay~~PRC ~~adopting~~tax ~~new~~at ora ~~revised~~current ~~accounting~~rate ~~standards~~of ~~until~~10%, which in case of dividends will be withheld at source if such ~~time~~gain is regarded as ~~those~~income ~~standards~~derived ~~apply~~from sources within the PRC. See “Item 1A. Risk Factors — Risks Related to Doing Business in China — Under the PRC EIT Law, we may be classified as a ‘Resident Enterprise’ of China. Any classification as such will likely result in unfavorable tax consequences to ~~private~~us ~~companies~~and our non-PRC shareholders” on page 30 of the November 2025 Quarterly Report.

~~Summary~~Under Delaware law, our Delaware subsidiary may issue dividends to the Company only if its total assets exceed its total liabilities plus the par value of ~~Risk~~its issued ~~Factors~~stock, or if it has net profits for the current or prior fiscal year. Any such dividend must also comply with the subsidiary’s certificate of incorporation and bylaws.

AnWe ~~investment~~have inadopted ~~our ordinary~~written ~~shares~~cash ismanagement ~~subject~~policies toand aprocedures ~~number~~that ofdictate ~~risks,~~how ~~including~~funds ~~risks~~are ~~related~~transferred towithin our ~~business~~organization. ~~and~~According ~~industry~~to such policies and procedures, ~~risks~~each ~~related~~subsidiary toof ~~our~~the ~~corporate~~Company ~~structure~~may initiate a cash transfer request by timely filling out a fund application form, ~~risks~~ ~~related~~which toshall be ~~doing~~signed ~~business~~by inthe ~~China~~financial principal and ~~risks~~the ~~related~~principal toof ~~our~~the ~~ordinary~~subsidiary ~~shares.~~and ~~You~~then ~~should~~submitted ~~carefully~~to ~~consider~~the ~~all~~financial department of the ~~information~~Company infor ~~this~~approval. ~~prospectus~~After ~~before~~a ~~making~~cash antransfer ~~investment~~request inis approved by the ~~ordinary~~financial ~~shares.~~department, ~~The~~the ~~following~~relevant ~~list~~subsidiary ~~summarizes~~may ~~some,~~proceed ~~but~~to ~~not~~initiate ~~all,~~such transfer. ofOur ~~these~~Company ~~risks~~distributed cash as loans to our subsidiaries. ~~Please~~ ~~read~~Several ~~the~~cash ~~information~~transfers inhave ~~the~~been ~~section~~made ~~titled~~between ~~“Risk~~our ~~Factors”~~Company ~~for~~and aour subsidiaries. ~~more~~As ~~thorough~~of ~~description~~September 30, 2025, the Company provided an intercompany loan of ~~these~~$3,429,574 ~~and~~to ~~other~~Zhongchai ~~risks~~Holding.

~~Risks~~Corporate ~~Related to our Business and Industry~~Information

~~For~~We ~~more~~are ~~detailed~~a ~~discussions~~British Virgin Islands company limited ofby shares and our corporate headquarters are located at 50 Millstone Road, Building 400 Suite 130, East Windsor, NJ, United States 08512. Our telephone number is 1 (888) 827-4832. Our registered office in the ~~following~~British ~~risks~~Virgin Islands is located at Aegis Chambers, ~~see~~1st Floor, ~~“Risk~~Ellen ~~Factors—Risks~~Skelton ~~Related~~Building, to3076 Sir Francis Drake’s Highway, Road Town, Tortola, VG 1110 British Virgin Islands. We maintain a corporate website at https://ir.gtec-tech.com. The information contained in, or accessible from, our ~~Business~~website ~~and~~or ~~Industry”~~any onother ~~pages~~website 13does not ~~through~~constitute 18a part of this prospectus.

● Our business operations are cash intensive, and our business could be adversely affected if we fail to maintain sufficient levels of liquidity and working capital;

● We grant relatively long payment terms for accounts receivable which can adversely affect our cash flow;

● We 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;

● We face intense competition, and if we are unable to compete effectively, we may not be able to maintain profitability;

● Our revenues are highly dependent on a limited number of customers and the loss of any one of our major customers could materially and adversely affect our growth and revenues;

● As we expand our operations, we may need to establish a more diverse supplier network for our raw materials. The failure to secure a more diverse supplier network could have an adverse effect on our financial condition;

● To remain competitive, we are introducing new lines of business, including the production and sale of electric industrial vehicles. If our efforts are not successful, our results of operations may be materially and adversely affected;

~~● New lines~~ Summary of ~~business,~~Risk ~~including the production and sale of electric industrial vehicles, may subject us to additional risks;~~Factors

●Our ~~Volatile~~business ~~steel~~is ~~prices~~subject ~~can~~to ~~cause~~a ~~significant~~number ~~fluctuations~~of inrisks ~~our~~of which ~~operating~~you ~~results~~should be aware before making an investment decision. ~~Our~~These ~~revenues~~risks are discussed more fully in the “Risk Factors” section of this prospectus immediately following this prospectus summary and ~~operating~~in ~~income~~Part ~~could~~II, ~~decrease~~Item if1A ~~steel~~“Risk ~~prices~~Factors” ~~increase~~of orthe ifNovember 2025 weQuarterly ~~are~~Report, ~~unable~~which tois ~~pass~~incorporated ~~price~~by ~~increases~~reference onin tothis ~~our~~prospectus. ~~customers;~~These ~~and~~risks include the following:

●Risks ~~We are subject~~ related to ~~various~~Our ~~risks~~Business and ~~uncertainties that may affect our ability to procure raw materials.~~Industry

For more detailed discussions of the following risks, see “Item 1A. Risk Factors—Risks Related to ~~Doing~~Our Business inand ~~China~~Industry” on pages 18 through 23 of the November 2025 Quarterly Report.

~~For~~● ~~more~~Our ~~detailed discussions~~subsidiaries’ ofbusiness ~~the~~operations ~~following~~are ~~risks~~cash intensive, ~~see~~and ~~“Risk~~our ~~Factors—Risks~~subsidiaries’ ~~Related~~business could be adversely affected if we fail to ~~Doing~~maintain ~~Business~~sufficient inlevels ~~China”~~of liquidity and working capital (see the risk factor beginning on ~~pages~~page ~~19 through~~18 ~~28.~~of the November 2025 Quarterly Report);

● ~~Changes~~We ingrant ~~China’s~~relatively ~~economic,~~long ~~political~~payment orterms ~~social~~for ~~conditions~~accounts orreceivable ~~government~~which ~~policies~~can ~~could~~adversely ~~have~~affect aour ~~material~~cash ~~adverse~~flow ~~effect~~(see the risk factor beginning on ~~our~~page ~~business~~18 ~~and~~of ~~operations~~the November 2025 Quarterly Report);

● ~~Uncertainties~~Our ~~arising~~subsidiaries ~~from~~face ~~the~~short ~~legal~~lead-times ~~system~~for indelivery ~~China, including uncertainties regarding the interpretation and enforcement~~ of ~~PRC~~products ~~laws and the possibility that regulations and rules can change quickly with little advance notice, could hinder our ability~~ to ~~offer~~customers. orFailure ~~continue~~ to ~~offer~~meet ~~our~~delivery ~~securities,~~deadlines ~~result in a material adverse change to our business operations, and damage our reputation, which~~ could ~~materially~~result ~~and adversely affect our financial condition and results of operations and cause our securities to significantly decline~~ in ~~value or become worthless. See “Risk Factors—Risks Related to Doing Business in China—The PRC government exerts substantial influence over~~ the ~~manner~~loss ~~in which we must conduct our business activities. If the Chinese government significantly regulates the business operations~~ of ~~our~~customers ~~PRC subsidiaries in the future~~ and ~~our~~damage ~~PRC subsidiaries are not able~~ to ~~substantially comply with such regulations,~~ our ~~business~~reputation ~~operations~~and ~~may~~goodwill be(see ~~materially adversely affected and~~ the ~~value~~risk offactor ~~our~~beginning ~~ordinary~~on ~~shares~~page ~~may~~18 ~~significantly~~of ~~decrease” and “Risk Factors—Risks Related to Doing Business in China—Uncertainties with respect to~~ the ~~PRC~~November ~~legal~~2025 ~~system~~Quarterly ~~could adversely affect us”~~Report);

● ~~The~~Our ~~approval~~subsidiaries offace ~~the~~intense ~~CSRC or other PRC governmental authorities may be required~~competition, ~~along with compliance with any other applicable PRC rules, policies~~ and ~~regulations, in connection with any future offering of our securities, and,~~ if ~~required,~~ we cannot predict whether or how soon we will be able to obtain such approval or comply with such requirements. Any failure to obtain, or delay in obtaining, any requisite PRC governmental approval or complying with any other applicable PRC requirements for an offering, or a rescission of such approval, may subject us to sanctions imposed by the relevant PRC regulatory authority. In addition, if we do not receive or maintain the approvals, or we inadvertently conclude that such approvals are ~~not~~unable ~~required, or applicable laws, regulations, or interpretations change such that we are required~~ to ~~obtain~~compete ~~approval in the future~~effectively, 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 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 “Risk Factors—Risks Related to Doing Business in China—We believe that we 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 an offering of our securities outside of the PRC, including on a U.S. exchange. However, in the event that any such approval is required or that there are other requirements we are obligated to comply with, we cannot predict whether or how soon we will be able to ~~obtain~~maintain ~~such~~profitability ~~approvals~~(see ~~and/or~~the ~~comply~~risk ~~with~~factor ~~such~~beginning requirements” and “Risk Factors—Risks Related to Doing Business in China—We may be liable for improper use or appropriation of personal information provided by our customers and any failure to comply with PRC laws and regulations over data security could result in materially adverse impact on ~~our~~page ~~business,~~18 ~~results~~ of ~~operations,~~the ~~and~~November ~~our~~2025 ~~continued~~Quarterly ~~listing on Nasdaq”~~Report);

● WeOur ~~may~~revenues beare ~~liable~~highly ~~for~~dependent ~~improper~~on ~~use~~a orlimited ~~appropriation~~number of ~~personal~~customers ~~information~~and ~~provided~~the byloss ~~our~~of ~~customers~~any ~~and~~one ~~any~~of ~~failure~~our tosubsidiaries’ ~~comply~~major ~~with~~customers ~~PRC~~could ~~laws~~materially and ~~regulations~~adversely ~~over~~affect ~~data~~our ~~security~~growth ~~could~~and ~~result~~revenues in(see ~~materially~~the ~~adverse~~risk ~~impact~~factor beginning on ~~our~~page ~~business,~~19 ~~results~~ of ~~operations,~~the ~~and~~November ~~our~~2025 ~~continued~~Quarterly ~~listing on Nasdaq~~Report);

● ~~You~~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 ~~difficulty~~an ~~enforcing~~adverse ~~judgments~~effect ~~against~~on usour financial condition (see the risk factor beginning on page 19 of the November 2025 Quarterly Report);

●

To remain competitive, our subsidiaries are introducing new lines of business, including the production and sale of electric industrial heavy equipment. If these efforts are not successful, our results of operations may be materially and adversely affected (see the risk factor beginning on page 19 of the November 2025 Quarterly Report);

●

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 20 of the November 2025 Quarterly Report); and

●

We are subject to various risks and uncertainties that may affect our subsidiaries’ ability to procure raw materials (see the risk factor beginning on page 20 of the November 2025 Quarterly Report).

●Risks ~~Under~~Related ~~the~~to ~~Enterprise~~Doing Business ~~Income Tax Law, we may be classified as a “Resident Enterprise” of China. Such classification will likely result~~ in ~~unfavorable tax consequences to us and our non-PRC shareholders;~~China

●For ~~PRC~~more ~~regulation~~detailed discussions of ~~loans~~the ~~to,~~following ~~and direct investments in~~risks, ~~PRC~~see ~~entities~~“Item by1A. ~~offshore~~Risk ~~holding~~Factors—Risks ~~companies~~Related ~~may~~to ~~delay~~Doing orBusiness ~~prevent~~in usChina” ~~from~~on ~~using~~pages ~~proceeds~~24 ~~from~~through ~~our~~33 of ~~future~~the ~~financing~~November ~~activities~~2025 toQuarterly ~~make loans or additional capital contributions to our PRC operating subsidiaries;~~Report.

● WeChanges ~~may~~in ~~rely~~China’s oneconomic, ~~dividends~~political ~~paid~~or bysocial ~~our~~conditions ~~subsidiaries~~or ~~for~~government ~~our~~policies ~~cash~~could ~~needs,~~have ~~and~~a ~~any~~material ~~limitation~~adverse effect on ~~the ability of~~ our ~~subsidiaries~~business toand ~~make~~operations ~~payments~~(see tothe usrisk ~~could~~factor ~~have~~beginning aon ~~material~~page ~~adverse~~24 ~~effect~~of onthe ~~our~~November ~~ability~~2025 toQuarterly ~~conduct business~~Report);

● ~~Governmental~~Uncertainties ~~control~~arising from the legal system in China, including uncertainties regarding the interpretation and enforcement of ~~currency~~PRC ~~conversion~~laws ~~may~~and ~~limit~~the possibility that regulations and rules can change quickly with little advance notice, could hinder our ability to ~~utilize~~offer or continue to offer our ~~revenues~~securities, ~~effectively~~result in a material adverse change to our business operations, and damage our reputation, which could materially and adversely affect ~~the~~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 24 of ~~your~~the ~~investment~~November 2025 Quarterly Report);

● ~~U.S.~~The ~~regulatory~~Chinese ~~bodies~~government may beintervene ~~limited~~or influence our operations at any time or may exert more control over offerings conducted overseas and/or foreign investment in ~~their~~China-based ~~ability~~issuers. Any actions by the Chinese government to ~~conduct~~exert ~~investigations~~more oroversight ~~inspections~~and ofcontrol ~~our~~over ~~operations~~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 25 of the November 2025 Quarterly Report);

● ~~Our~~We ~~securities~~are ~~may~~required beto ~~delisted~~file ~~and~~with ~~prohibited~~the ~~from~~CSRC ~~being~~for ~~traded~~this ~~under~~offering ~~the~~and ~~HFCA~~our ~~Act~~future ifofferings, ~~the~~and ~~PCAOB~~comply iswith ~~unable~~any toother ~~inspect~~applicable ~~our~~PRC ~~auditor~~rules, inpolicies ~~the~~and ~~future.~~regulations, ~~Any~~in ~~future~~connection ~~delisting~~with this offering and ~~cessation~~any offuture ~~trading~~offering of our securities. Any failure to filing, or ~~the~~delay ~~threat~~in offiling, ~~their~~or ~~being~~failure ~~delisted~~to ~~and~~complying ~~prohibited~~with ~~from~~any ~~being~~other ~~traded~~applicable PRC requirements for an offering, may ~~materially~~subject ~~and~~us ~~adversely~~to ~~affect~~sanctions imposed by the ~~value~~relevant ofPRC ~~your~~regulatory ~~investment~~authority. ~~Additionally~~In addition, ~~any~~if ~~inability~~applicable oflaws, ~~the~~regulations, ~~PCAOB~~or tointerpretations ~~conduct~~change ~~inspections~~such ofthat ~~our~~we ~~auditor~~are required to obtain approval in the future ~~would~~and ~~deprive~~we ~~our~~fail ~~investors~~to ofobtain ~~the~~such ~~benefits~~approvals, ofwe ~~such~~may ~~inspections.~~be ~~See~~subject ~~“Risk~~to ~~Factors—Risks~~an ~~Related~~investigation toby ~~Doing~~competent ~~Business~~regulators, infines ~~China—A~~or ~~recent~~penalties, ~~joint~~or ~~statement~~an byorder ~~the~~prohibiting ~~SEC~~us ~~and~~from ~~the~~conducting ~~PCAOB~~an offering, ~~proposed~~and ~~rule~~these ~~changes~~risks ~~submitted~~could byresult ~~Nasdaq,~~in a material adverse change in our operations and the ~~HFCA~~value ~~Act~~of ~~all~~our ~~call~~ordinary ~~for~~shares, ~~additional~~significantly ~~and~~limit ~~more~~or ~~stringent~~completely ~~criteria~~hinder our ability to beoffer ~~applied~~or continue to ~~emerging~~offer ~~market~~securities ~~companies~~to ~~upon~~investors, ~~assessing~~or ~~the~~cause ~~qualification~~such ofsecurities ~~their~~to ~~auditors,~~significantly ~~especially~~decline in value or become worthless (see the ~~non-U.S.~~risk ~~auditors~~factor ~~who~~beginning ~~are~~on ~~not~~page ~~inspected~~25 byof the ~~PCAOB.”~~November 2025 Quarterly Report);

~~Risks~~● ~~Related~~Our subsidiaries may be liable for improper use or appropriation of personal information provided by their customers and any failure to ~~Our~~comply ~~Ordinary~~with ~~Shares~~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 27 of the November 2025 Quarterly Report);

~~For~~● ~~more~~You ~~detailed~~may ~~discussions~~have ofdifficulty ~~the~~enforcing ~~following~~judgments ~~risks,~~ against us (see ~~“Risk~~the ~~Factors—Risks~~risk ~~Related~~factor tobeginning ~~Our~~on ~~Ordinary~~page ~~Shares”~~30 onof ~~pages~~the 29November ~~through~~2025 ~~30.~~Quarterly Report);

● ~~Future~~Under ~~sales~~the ofPRC ~~our~~Enterprise ~~ordinary~~Income ~~shares~~Tax Law, ~~whether~~we bymay be classified as a “Resident Enterprise” of China. Such classification will likely result in unfavorable tax consequences to us orand our non-PRC shareholders, ~~could~~(see ~~cause~~ the ~~price~~risk factor beginning on page 30 of ~~our~~the ~~ordinary~~November ~~shares~~2025 toQuarterly ~~decline~~Report);

● ~~Because~~PRC weregulation doof ~~not~~loans ~~expect~~ to, ~~pay~~and ~~dividends~~direct investments in, ~~the~~PRC ~~foreseeable~~entities by offshore holding companies may delay or prevent us from using proceeds from our future, ~~you~~financing ~~must~~activities ~~rely~~to onmake ~~the~~loans ~~price~~or ~~appreciation~~additional ofcapital contributions to our ~~ordinary~~PRC ~~shares~~subsidiaries ~~for~~(see ~~return~~the risk factor beginning on ~~your~~page ~~investment;~~31 ~~and~~of the November 2025 Quarterly Report);

● ~~Techniques~~We ~~employed~~may rely on dividends paid by ~~short~~our ~~sellers~~subsidiaries ~~may~~for ~~drive~~our ~~down~~cash ~~the~~needs, ~~market~~and ~~price~~any limitation on the ability of our ~~ordinary~~subsidiaries ~~shares.~~to make payments to us could have a material adverse effect on our ability to conduct business (see the risk factor beginning on page 31 of the November 2025 Quarterly Report);

~~THE~~● ~~OFFERING~~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 32 of the November 2025 Quarterly Report);

Securities offered by us pursuant to this prospectus		5,146,026 ordinary shares, which consist of (i) up to 616,026 ordinary shares issuable upon the exercise of 616,026 pre-funded warrants, and (ii) up to 4,530,000 ordinary shares issuable upon the exercise of 4,530,000 common warrants. See “Description of Securities to be Registered.”
Total ordinary shares outstanding before this offering		12,579,530 ordinary shares
Total ordinary shares outstanding immediately after this offering		17,725,556 ordinary shares, assuming that all securities offered hereby are being sold.
Use of proceeds		We are not selling any securities under this prospectus and we will not receive any proceeds from the sale of securities by the Selling Securityholder, although we could receive up to $20.34 million upon the exercise of all of the PIPE warrants. Any amounts we receive from such exercises will be used for working capital and general corporate purposes. The holder of the PIPE warrants is not currently obligated to exercise the warrants and we cannot assure you that the holder of the PIPE warrants will choose to exercise all or any of the warrants. See “Use of Proceeds.”
Risk factors		Investing in our securities involves a high degree of risk. For a discussion of factors you should consider carefully before deciding to invest in our securities, see the information contained in or incorporated by reference under the heading “Risk Factors” beginning on page 13 of this prospectus and in the other documents incorporated by reference into this prospectus.
Listing		Our ordinary shares are listed on Nasdaq under the symbol “GTEC.”

●

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 33 of the November 2025 Quarterly Report); and

●

Our 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 33 of the November 2025 Quarterly Report).

Risks Related to Our Ordinary Shares

For more detailed discussions of the following risks, see “Item 1A. Risk Factors—Risks Related to Our Ordinary Shares” on pages 34 through 35 of the November 2025 Quarterly Report.

●

Future sales of our Ordinary Shares, whether by us or our shareholders, could cause the price of our Ordinary Shares to decline (see the risk factor beginning on page 34 of the November 2025 Quarterly Report);

●

Because we do not expect to pay dividends in the foreseeable future, you must rely on the price appreciation of our Ordinary Shares for return on your investment (see the risk factor beginning on page 34 of the November 2025 Quarterly Report); and

●

Techniques employed by short sellers may drive down the market price of our Ordinary Shares (see the risk factor beginning on page 35 of the November 2025 Quarterly Report).

Risks Related to this Offering

For more detailed discussions of the following risks, see “Risk Factors—Risks Related to this Offering” on pages 14 through 16 of this prospectus.

●

Sales of substantial amounts of our securities in the public market could depress the market price of our Ordinary Shares.

●

Our securities may experience extreme price and volume fluctuations, which could lead to costly litigation for us and make an investment in us less appealing.

	●	We have broad discretion in how we use the net proceeds of this offering, and we may not use these proceeds effectively or in ways with which you agree.

	●	We expect to implement a dual-class share structure shortly following completion of this offering. However, the timing of our proposed dual-class share structure relative to this offering is uncertain, which may require us to amend this registration statement, delay or suspend the offering, or adversely affect investor interest. If the dual class structure is implemented after this offering is completed, any Ordinary Shares sold in this offering will be re-designated as Class A Ordinary Shares, and the voting rights of such shares would be adversely affected.

~~RISK~~THE ~~FACTORS~~OFFERING

The following is a summary of certain risks that should be carefully considered along with the other information contained or incorporated by reference in this prospectus and the documents incorporated by reference, as updated by our subsequent filings under the Exchange Act. If any of the following events actually occurs, our business, operating results, prospects, or financial condition could be materially and adversely affected. The risks described below are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also significantly impair our business operations and could result in a complete loss of your investment.

Units to be Offered by us		6,000,000 Units, based on the assumed public offering price of $1.08 per Unit, which represents the last reported sale price of our Ordinary Shares as reported on Nasdaq on December 18, 2025, with each Unit consisting of (i) one Ordinary Share, and (ii) four-fifths (4/5) of one Warrant. Each combination of five Warrants will be exercisable for four Ordinary Shares, and only whole Warrants are exercisable. The Units will not be certificated, and each of the Ordinary Shares and the Warrants underlying the Units are immediately separable and will be issued separately in this offering. The Warrants will have a term of three years, exercise price of $1.08 per share and may also be exercised in whole or in part by means of a “zero price exercise.”

Assumed Public offering price per Unit		$1.08 per Unit, which represents the last reported sale price of our Ordinary Shares as reported on Nasdaq on December 18, 2025

Ordinary Shares Outstanding Before This Offering		17,394,226 Ordinary Shares

Ordinary Shares Outstanding Immediately After This Offering		23,394,226 Ordinary Shares, assuming no exercise of the Warrants, or 28,194,226 Ordinary Shares, assuming full exercise of the Warrants

Use of Proceeds		We estimate that the net proceeds from this offering will be approximately $5.75 million, after deducting the underwriting discount, non-accountable expense allowance, and estimated offering expenses payable by us, and excluding the proceeds, if any, from the exercise of the Warrants in this offering.

		We currently intend to use the net proceeds from the offering for working capital and general corporate purposes. See “Use of Proceeds” beginning on page 18.

Lock-up Agreements		Our directors, officers and holders of ten percent (10%) or more of our outstanding Ordinary Shares, will enter into customary “lock-up” agreements pursuant to which such persons and entities will agree, for a period of three months from the date of this prospectus, that they shall neither offer, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any of our securities without the prior written consent of Joseph Stone Capital, LLC, subject to certain exceptions.

Risk Factors		See “Risk Factors” beginning on page 14 of this prospectus and other information included and incorporated by reference in this prospectus for a discussion of the risk factors you should consider carefully when making an investment decision.

Listing		Our Ordinary Shares are listed on Nasdaq under the symbol “GTEC.” There is no established trading market for the Warrants, and we do not expect a trading market to develop. We do not intend to list the Warrants on any securities exchange or other trading market.

Transfer Agent		Continental Stock Transfer& Trust Company

Risks Related to our Business and Industry

Our business operations are cash intensive, and our business could be adversely affected if we fail to maintain sufficient levels of liquidity and working capital.

As of June 30, 2022, we had approximately $3.22 million of cash and cash equivalents. Historically, we have spent a significant amount of cash on our operational activities, principally to procure raw materials for our products. Our short-term loans are from Chinese banks and are generally secured by a portion of our fixed assets, land use rights and/or guarantees by related parties. Certain of these loans are secured against a portion of the shares of our PRC subsidiaries. The term of a majority of such loans is one year. Historically, we rolled over such loans on an annual basis. However, we may not have sufficient funds available to pay all of our borrowings upon maturity in the future. Failure to roll over our short-term borrowings at maturity or to service our debt could result in a transfer of the ownership of a portion of the shares of our PRC subsidiaries to secured lenders, the imposition of penalties, including increases in interest rates, legal actions against us by our creditors, and even insolvency.

Although we have been able to maintain adequate working capital primarily through cash from operations and short-term and long-term borrowings, any failure by our customers to settle outstanding accounts receivable, or our inability to borrow sufficient capital from local banks in the future could materially and adversely affect our cash flow, financial condition and results of operations.

We grant relatively long payment terms for accounts receivable which can adversely affect our cash flow.

As is customary in China, for competitive reasons, we grant relatively long payment terms to most of our customers. The reserves we establish for our receivables may not be adequate based on the current bad debts. We are subject to the risk that we may be unable to collect accounts receivable in a timely manner. If the accounts receivable cannot be collected in time, or at all, a significant amount of bad debt expense will occur, and our business, financial condition and results of operation will likely be materially and adversely affected.

We 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.

Most of our customers are large manufacturers, who generally place large orders for our products and require prompt delivery. Our product sale agreements typically contain short lead-times for the delivery of products and tight production and manufacturer supply schedules that can reduce our profit margins on the products procured from our suppliers. Our suppliers may lack sufficient capacity at any given time to meet all of our customers’ demands if orders exceed their production capacity. We strive for rapid response to customer demands, which can lead to reduced purchasing efficiency, increased procurement costs and low profit margins. If we are unable to meet the customer demands, we may lose customers. Moreover, failure to meet customer demands may damage our reputation and goodwill.

We face intense competition, and, if we are unable to compete effectively, we may not be able to maintain profitability.

We compete with many other companies located in the PRC and internationally that manufacture similar products. Many of our competitors are larger companies with greater financial resources. Intense competition in a challenging economic environment in the PRC has, in the past, put pressure on our margins and may adversely affect our future financial performance. Moreover, intense competition may result in potential or actual litigation between us and our competitors relating to such activities as competitive sales practices, relationships with key suppliers and customers or other matters.

ItRISK is likely that our competitors will seek to develop similar competing products in the near future. Some of our competitors may have more resources than we do, operate in greater scale, be more capitalized than we are, have access to cheaper raw materials than we do, or offer products at a more competitive price. There can be no assurance that our initial competitive advantage will be retained and that one or more competitors will not develop products that are equal or superior in quality and are better priced than our products. If we are unable to compete effectively, our results of operations and financial position may be materially and adversely affected.FACTORS

~~Our~~An ~~revenues~~investment ~~are~~in ~~highly~~our ~~dependent~~securities oninvolves a ~~limited~~ ~~number~~high degree of ~~customers~~risk. Before deciding whether to invest in our securities, you should carefully consider the risks described below and those discussed under the ~~loss~~section ofcaptioned “Risk Factors” contained in the November 2025 Quarterly Report, which are incorporated by reference in this prospectus, together with the information included in this prospectus and documents incorporated by reference herein, and in any ~~one~~free writing prospectus that we have authorized for use in connection with this offering. Our business, financial condition, results of operations or cash flow could be harmed as a result of these risks. In such event, the trading price of our ~~major~~Ordinary ~~customers~~Shares and value of the Warrants could ~~materially~~decline and you might lose all or part of your investment. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our ~~growth~~business. ~~and~~Certain ~~revenues~~statements below are forward-looking statements.

~~During~~Risks ~~the~~Related six months ended June 30, 2021 and 2022, our five largest customers contributed 50.15% and 48.21% of our revenues, respectively. As a result of our reliance on a limited number of customers, we may face pricing and other competitive pressures, which may have a material adverse effect on our profits and our revenues. The volume of products sold for specific customers varies from year to ~~year,~~this ~~especially~~Offering since we are not the exclusive provider for any customers. In addition, there are a number of factors that could cause the loss of a customer or a substantial reduction in the products that we provide to any customer that may not be predictable. For example, our customers may decide to reduce spending on our products or a customer may no longer need our products following the completion of a project. The loss of any one of our major customers, a decrease in the volume of sales to our customers or a decrease in the price at which we sell our products to customers could materially adversely affected our profits and revenues.

InSales ~~addition,~~of ~~this~~substantial ~~customer concentration~~amounts ~~may~~of ~~subject us to perceived or actual leverage that~~ our ~~customers may have~~ securities in ~~negotiations,~~the ~~given~~public ~~their~~market ~~relative~~could ~~size~~depress and importance to us. If our customers seek to negotiate their agreements on terms less favorable to us and we accept such terms, such unfavorable terms may have a material adverse effect on our business, financial condition and results of operations. Accordingly, unless and until we diversify and expand our customer base, our future success will significantly depend upon the ~~timing~~market ~~and~~price ~~volume~~ of ~~business from~~ our ~~largest~~ ~~customers~~Ordinary ~~and the financial and operational success of these customers~~Shares.

AsOur weOrdinary ~~expand~~Shares are listed on Nasdaq. If our shareholders ~~operations~~sell substantial amounts of Ordinary Shares in the public market, weincluding the Ordinary Shares issuable upon the exercise of the Warrants issued in this offering, or the market perceives that such sales may ~~need~~occur, the market price of our Ordinary Shares could tofall ~~establish~~and awe ~~more~~may ~~diverse~~be ~~supplier~~unable ~~network~~to ~~for~~sell our ~~raw~~securities ~~materials~~in the future. ~~The~~An ~~failure~~aggregate toof ~~secure~~17,394,226 aOrdinary ~~more~~Shares ~~diverse~~are ~~supplier~~outstanding ~~network~~before ~~could~~the consummation ~~have~~of anthis offering and 23,394,226 Ordinary Shares will be outstanding immediately after the consummation of this offering, ~~adverse~~assuming ~~effect~~no onexercise ~~our~~of ~~financial~~the ~~condition~~Warrants included in the Units.

InThe ~~the~~Warrants ~~event~~will ~~that~~have wea ~~need~~three-year term, towill ~~diversify our supplier network, we may not~~ be ~~able~~immediately toexercisable ~~procure~~after aissuance ~~sufficient~~and ~~supply of raw materials at a competitive price, which could~~ have an ~~adverse~~initial ~~effect~~exercise onprice ~~our~~of ~~results~~$1.08 ofper ~~operations,~~share. ~~financial~~The ~~condition~~Warrants ~~and~~may ~~cash~~also ~~flows.~~be ~~Furthermore,~~exercised in ~~despite~~whole ~~our~~or ~~efforts~~in topart ~~control~~by ~~our supply~~means of ~~raw~~a ~~materials~~“zero ~~and~~price ~~maintain~~exercise,” ~~good~~in ~~relationships~~which ~~with~~the ~~our~~holder ~~existing~~will ~~suppliers,~~be weentitled ~~could~~to ~~lose~~receive ~~one~~such ornumber ~~more~~ of ~~our existing suppliers~~Ordinary atShares ~~any~~equal ~~time.~~to ~~The~~the ~~loss~~number of ~~one~~Ordinary orShares ~~more~~that ~~key~~would ~~suppliers~~be ~~could~~issuable ~~increase~~upon ~~our~~exercise ~~reliance~~if onsuch ~~higher~~exercise ~~cost~~were orby ~~lower~~means ~~quality~~of ~~supplies,~~a ~~which~~cash ~~could~~exercise ~~negative~~rather ~~affect~~than ~~our~~a ~~profitability.~~zero ~~Any~~price ~~interruptions~~cashless ~~to,~~exercise. orAs ~~decline~~a inresult, holders of the ~~amount~~Warrants ormay ~~quality~~be ofissued ~~our~~a ~~raw~~maximum ~~materials~~of ~~supply~~4,800,000 ~~could~~Ordinary ~~materially~~Shares ~~disrupt~~upon the ~~our~~exercise ~~production~~of ~~and~~the ~~adversely~~Warrants ~~affect~~by ~~our~~means ~~business,~~of ~~financial~~the ~~condition~~“zero ~~and~~price ~~financial prospects~~exercise.”

ToPursuant ~~remain~~to ~~competitive,~~the wezero ~~have~~exercise ~~introduced new~~price ~~lines~~option, a maximum of ~~business~~4,800,000 ~~including~~Ordinary Shares underlying the ~~production~~Warrants ~~and~~may ~~sale~~be ofissued ~~electric~~following ~~industrial~~the ~~vehicles~~completion of this offering. IfSuch ~~our~~substantial issuance ~~efforts~~of ~~are~~the ~~not~~Ordinary ~~successful,~~Shares ~~our~~could ~~results of~~cause ~~operations~~the ~~may~~price beof ~~materially~~our ~~and~~Ordinary ~~adversely~~Shares ~~affected~~to decline.

~~Prior~~Our toOrdinary ~~December~~Shares ~~2020,~~may ~~through Zhongchai~~experience ~~Holding and its PRC subsidiaries, our products mainly included transmission systems and integrated powertrains for material~~extreme ~~handling~~price ~~machineries, particularly for electric forklift trucks. In December 2020, we launched a new division to focus on the production~~ and ~~sale~~volume of electric industrial vehicles—a division that Greenland intends to develop to diversify its product offerings. Greenland’s electric industrial vehicle products currently include GEF-series electric forkliftsfluctuations, awhich ~~series~~could oflead ~~lithium powered forklifts with three models ranging in size from 1.8 tons~~ to ~~3.5~~costly ~~tons,~~litigation ~~GEL-1800,~~for aus ~~1.8 ton rated load lithium powered electric wheeled front loader,~~ and ~~GEX-8000, an~~make all-electric 8.0 ton rated load lithium powered wheeled excavator. These products have become available for purchase in the U.S. market. In July 2022, Greenland launched its new GEL-5000 all-electric 5.0 ton rated load lithium wheeled front loader. Greenland plans to establish an ~~assembly~~investment ~~site and an experience center~~ in ~~the~~us ~~United~~less ~~States in 2022 to support local sales, assembly and distribution~~appealing.

The market price of our Ordinary Shares may fluctuate substantially due to a variety of factors, including:

●

our business strategy and plans;

●

new regulatory pronouncements and changes in regulatory guidelines and timing of regulatory approvals;

●

general and industry-specific economic conditions;

●

variations in our quarterly financial and operating results, including the rate at which we incur negative cash flow in future periods;

●

changes in market valuations of other companies that operate in our business segments or in our industry;

●

lack of trading liquidity;

●

changes in accounting principles; and

●

general market conditions, economic and other external factors.

~~There~~In ~~are~~addition, ~~risks~~the stock market in ~~connection~~general, and ~~with~~the ~~this~~market ~~new~~for ~~line~~shares of ~~business.~~PRC-based Weissuers ~~may~~in ~~experience~~particular, ~~difficulties~~has inexperienced ~~the~~extreme ~~development~~price and ~~launch~~volume offluctuations ~~our~~that ~~electric~~have ~~industrial~~often ~~vehicles,~~been ~~and~~unrelated ~~our~~or ~~products~~disproportionate ~~may~~to ~~not~~the beoperating ~~well-accepted~~performance byof ~~the~~individual ~~market~~companies. AsThese webroad ~~have~~market ~~limited~~and ~~experience~~industry influctuations, ~~the~~as ~~electric~~well ~~industrial~~as ~~vehicle~~general economic, ~~business~~political, ~~our~~regulatory ~~efforts in~~and ~~developing~~market conditions, such ~~business~~as ~~may~~recessions, ~~not~~interest ~~succeed~~rate ~~and~~changes, weinflation, ~~may~~public ~~not~~health becrises, ~~able~~geopolitical instability toor ~~generate~~disruptions ~~sufficient~~in ~~revenue~~global tosupply ~~cover~~chains, ~~our~~could ~~investment~~cause ~~and~~the ~~become~~market ~~profitable. During~~price ~~such~~of ~~process,~~ our ~~results~~Ordinary ofShares ~~operations~~to ~~and~~decline ~~financial~~materially, ~~conditions~~regardless of ~~may~~our ~~not~~actual beoperating ~~improved~~performance ~~in a timely manner,~~ or ~~at all~~prospects. WeAs ~~cannot~~a ~~assure you~~result, ~~that~~investors wein ~~will successfully transition~~ our ~~business~~Ordinary ~~focus~~Shares ~~and~~may itexperience isa ~~possible~~significant ~~that we remain~~ decrease in ~~such~~the ~~transition~~value ~~period for an extended period~~ of ~~time.~~their ~~During~~investment ~~such~~and ~~period, our revenue~~ may be ~~very~~unable ~~limited and we may continue~~ to ~~experience~~resell ~~material~~their ~~and~~shares ~~adverse~~at ~~effects~~or ~~to our~~above ~~results~~the ofprice ~~operations, financial condition and business prospects~~paid.

~~New~~We ~~lines~~have ofbroad ~~business,~~discretion ~~including~~in ~~the~~how ~~production~~we use the ~~and~~net ~~sale~~proceeds of ~~electric~~this ~~industrial vehicles~~offering, and we may ~~subject~~not ususe tothese ~~additional~~proceeds ~~risks~~effectively or in ways with which you agree.

~~From~~Our ~~time~~management towill ~~time,~~have webroad ~~may~~discretion as to ~~implement~~the ~~new~~application ~~lines~~of the net proceeds of ~~business~~this oroffering ~~offer~~and ~~new~~could ~~products~~use ~~within~~them ~~our~~for ~~existing~~purposes ~~lines~~other than those contemplated at the time of ~~business~~the offering. ~~Currently,~~We wecurrently ~~plan~~intend to ~~offer~~use ~~additional~~the ~~models of~~net ~~electric~~proceeds ~~industrial~~from ~~vehicles~~the offering for working capital and general corporate purposes. AsOur ~~such,~~shareholders may wenot ~~face~~agree ~~significant~~with ~~challenges,~~the ~~uncertainties~~manner in which our management chooses to allocate and ~~risks,~~spend ~~including,~~the ~~among~~net ~~others~~proceeds. Moreover, ~~with~~our ~~respect~~management may use tothe net proceeds for corporate purposes that may not increase the market price of our ~~ability~~Ordinary ~~to:~~Shares.

●If ~~build~~you purchase our securities in this offering, you may experience future dilution as a ~~well-recognized~~result ~~and~~of ~~respected~~future ~~brand;~~equity offerings or other equity issuances.

●In ~~establish~~order to raise additional capital, we may offer and ~~expand~~issue additional Ordinary Shares or other securities convertible into or exchangeable for our ~~customer~~Ordinary ~~base;~~Shares in the future. We are generally not restricted from issuing additional securities, including the Ordinary Shares or securities that are convertible into or exchangeable for the Ordinary Shares, or that represent the right to receive, the Ordinary Shares or substantially similar securities. The issuance of securities in future offerings may cause dilution to our shareholders, including investors in this offering. We cannot assure you that we will be able to sell shares or other securities in any other offering at a price per share that is equal to or greater than the price per share paid by investors in this offering, and investors purchasing other securities in the future could have rights superior to existing shareholders. The price per share at which we sell additional Ordinary Shares or other securities convertible into or exchangeable for our Ordinary Shares in future transactions may be higher or lower than the price per share in this offering.

●In ~~improve~~addition, ~~and~~after ~~maintain~~this ~~our~~offering, ~~operational~~we ~~efficiency~~will ~~for~~have a ~~new~~significant ~~lines~~number of ~~business;~~Warrants outstanding. To the extent that such Warrants are exercised, you may experience dilution. Further, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans.

●We ~~maintain~~do anot ~~reliable~~currently intend to pay dividends on our Ordinary Shares in the foreseeable future, ~~secure~~and consequently, ~~high-performance~~your ~~and~~ability ~~scalable~~to ~~technology~~achieve ~~infrastructure~~a ~~for~~return ~~our~~on ~~new~~your ~~lines~~investment will depend on appreciation in the price of ~~business;~~our Ordinary Shares.

●We do not anticipate ~~and~~paying ~~adapt~~any cash dividends to ~~changing~~holders ~~market~~of ~~conditions~~our Ordinary Shares in the foreseeable future. Consequently, ~~including~~investors ~~technological~~must ~~development~~rely ~~and~~on ~~changes~~sales of their Ordinary Shares after price appreciation, which may never occur, as the only way to realize any future gains on their investments. There is no guarantee that our Ordinary Shares will appreciate in ~~competitive~~value ~~landscape;~~or even maintain the price at which our shareholders have purchased their shares.

●The ~~navigate~~offering anprice ~~evolving~~of ~~and~~the ~~complex~~Units ~~regulatory~~may ~~environment,~~not be ~~such~~indicative asof ~~licensing~~the ~~and~~value ~~compliance~~of ~~requirements;~~our ~~and~~assets or the price at which shares can be resold. The offering price of the Units may not be an indication of our actual value.

●The ~~manage~~public offering price per Unit will be determined based upon negotiations between the ~~resources~~Company and ~~attention~~the underwriters. Factors that may be taken into consideration include the trading volume of ~~management~~our ~~between~~Ordinary Shares prior to this offering, the historical prices at which the Ordinary Shares have recently traded, the history and prospects of our ~~current~~business, ~~core~~the stage of development of our business, our business plans for the future and ~~new~~the ~~lines~~extent to which they have been implemented, an assessment of ~~business~~our management, general conditions of the securities markets at the time of the offering, and such other factors as we and the underwriters deem relevant. No assurance can be given that our Ordinary Shares can be resold at the public offering price for the Units.

~~Moreover,~~If ~~there~~securities ~~can be no assurance that the introduction and development of new lines of business~~ or ~~new~~industry ~~products~~analysts ~~and~~do ~~services would~~ not ~~encounter significant~~ ~~difficulties~~publish orresearch ~~delay~~ or ~~would~~publish ~~achieve~~inaccurate ~~the profitability as we expect. Failure to successfully manage these risks in the development and implementation of new lines of business~~ or ~~new~~unfavorable ~~products~~research orabout ~~services could have a material adverse effect on~~ our business, ~~results of operations and prospects. For example, we may experience difficulties in developing and launching additional models of~~ our ~~electric~~share ~~industrial~~price ~~vehicles, or may not be able to develop them at reasonable costs. Due to our limited experience with electric industrial vehicles, we also face challenges~~ and ~~uncertainties~~trading ~~relating~~volume tocould ~~the possibility of success of our new business~~decline.

AsThe wetrading ~~enter~~market ~~into~~for ~~new~~our ~~business~~Ordinary Shares depend ~~sectors,~~in wepart ~~are~~on ~~also~~research ~~subject~~and toreports ~~competition~~that ~~from~~securities ~~such~~or ~~industries~~industry analysts publish about us or our business. ~~There~~Securities ~~can~~and beindustry analysts do not currently, and may never, publish research on us. If no ~~assurance~~securities ~~that~~or weindustry ~~will~~analysts becommence ~~able~~coverage toof ~~compete~~us, ~~effectively~~the trading price ~~with~~for ~~respect~~the toOrdinary ~~our~~Shares ~~new~~would ~~businesses~~likely be negatively impacted. IfIn wethe ~~fail~~event tosecurities ~~establish~~or ~~our~~industry ~~strengths~~analysts initiate coverage, if one or more ~~maintain~~of the analysts who covers us downgrades our ~~competitiveness~~stock inor ~~those~~publishes ~~industries,~~inaccurate or unfavorable research about our business ~~prospects~~, ~~results~~the price of ~~operations~~our ~~and~~Ordinary ~~financial~~Shares ~~condition~~ may bedecline. ~~materially~~If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our Ordinary Shares could decrease, which might cause our share price and ~~adversely~~trading ~~affected~~volume to decline.

Volatile steel prices can cause significant fluctuations in our operating results. Our revenues and operating income could decrease if steel prices increase or if we are unable to pass price increases on to our customers.

Our principal raw materials are processed metal parts and components which are made of carburizing steel. The steel industry as a whole is cyclical and, at times, pricing and availability of steel can be volatile due to numerous factors beyond our control, including general domestic and international economic conditions, labor costs, sales levels, competition, levels of inventory, consolidation of steel producers, higher raw material costs for steel producers, import duties and tariffs and currency exchange rates. This volatility can significantly affect the availability and cost of raw materials.

~~Our~~This ~~suppliers,~~offering ~~like~~may ~~many~~cause ~~other processed metal parts and components manufacturers, maintain substantial inventories of steel to accommodate~~ the ~~short~~trading ~~lead times and~~price ~~just-in-time delivery requirements~~ of customers. Accordingly, they purchase steel in an effort to maintain their inventory at levels that they believe to be appropriate to satisfy the anticipated needs of customers based upon historic buying practices, supply agreements with customers and market conditions. When steel prices increase, competitive conditions will influence how much of the price increase suppliers would pass on to us and how much we can pass on to our ~~customers.~~Ordinary ToShares ~~the extent we are unable~~ to ~~pass on future price increases in raw materials to our customers, the revenues and profitability of our business could be adversely affected~~decrease.

WeThe ~~are~~price ~~subject~~per toUnit, ~~various~~together ~~risks~~with the number of Ordinary Shares and ~~uncertainties~~Warrants we propose to issue and ultimately will issue if this offering is completed, may result in an immediate decrease ~~that~~in ~~might~~the ~~affect~~market price of our ~~ability~~Ordinary toShares. ~~procure~~This ~~raw~~decrease ~~materials~~may continue after the completion of this offering.

~~Our~~There ~~performance~~is ~~depends~~no ~~upon our~~established ~~ability~~public totrading ~~procure low cost, high quality raw materials on a timely basis from our suppliers. Our suppliers are subject to certain~~market ~~risks,~~for ~~including~~ the ~~availability~~Warrants ofbeing ~~raw~~offered ~~materials,~~in ~~labor~~this ~~disputes~~offering, ~~inclement weather, natural disasters,~~ and ~~general~~we ~~economic~~do ~~and~~not ~~political conditions,~~expect ~~which~~a ~~might~~market ~~limit the ability of our suppliers~~ to ~~provide~~develop ~~low cost, high quality merchandise on a timely basis. Furthermore,~~ for ~~these or other reasons, one or more of our suppliers might not adhere to our quality control standards, and we might not identify~~ the ~~deficiency~~Warrants. Our suppliers’ failure to supply quality materials at a reasonable cost on a timely basis could reduce our net sales or profits, damage our reputation and have an adverse effect on our financial condition.

WeThere ~~may~~is ~~lose~~no ~~our~~established ~~competitive~~public ~~advantage,~~trading ~~and~~market ~~our~~for ~~operations~~the ~~may~~Warrants ~~suffer~~being offered in this offering, ifand we ~~fail~~do not expect a market to ~~prevent~~develop. In addition, we do not intend to apply to list the ~~loss~~Warrants on any national securities exchange or ~~misappropriation~~other ofnationally recognized trading system. Without an active market, orthe ~~disputes~~liquidity of ~~over~~the Warrants a will be limited. Further, the existence of the Warrants may act to reduce both the trading volume and the trading price of our ~~intellectual~~Ordinary ~~property~~Shares.

We ~~rely~~will onlikely ~~a combination of patents, trademarks, trade secrets and confidentiality agreements to protect our intellectual property rights. While we are~~ not ~~currently aware~~receive of any ~~infringement on our intellectual property rights, our ability to compete successfully and to achieve future revenue growth~~additional ~~will~~funds ~~depend,~~upon ~~in significant part, on our ability to protect our proprietary technology. Despite many laws and regulations promulgated, as well as other efforts made, by China over~~ the ~~past~~exercise several years in an attempt to protect intellectual property rights, intellectual property rights are not as certain in China as they would be in many Western countries, including the United States. Furthermore, enforcement of ~~such laws and regulations in China has not been fully developed. Neither~~ the administrative agencies nor the court systems in China are as equipped as their counterparts in developed countries to deal with violations or handle the nuances and complexities between compliant technological innovation and non-compliant infringementWarrants.

~~Our~~The ~~transmission~~Warrants ~~technology~~will have a three-year term, iswill ~~protected~~be ~~through~~immediately aexercisable ~~combination~~after ofissuance ~~patents,~~and ~~trade~~have ~~secrets,~~an ~~confidentiality~~initial ~~agreements~~exercise ~~and~~price ~~other~~of ~~methods~~$1.08 ~~However,~~per ~~our~~share. ~~competitors~~The Warrants may ~~independently~~ ~~develop~~also ~~similar~~be ~~proprietary~~exercised by ~~methodologies~~means orof ~~duplicate~~a ~~our~~“zero ~~products,~~price ~~or develop alternatives~~exercise,” in which ~~could~~the ~~have~~holder awill ~~material adverse~~be ~~effect~~entitled onto ~~our~~receive ~~business,~~such ~~results~~number of ~~operations~~Ordinary ~~and~~Shares ~~financial~~equal to ~~condition.~~the ~~The~~number ~~misappropriation or duplication~~ of ~~our~~Ordinary ~~intellectual property~~Shares ~~could~~that ~~disrupt~~would ~~our~~be ~~ongoing~~issuable ~~business,~~upon ~~distract~~exercise ~~our~~if ~~management~~such ~~and~~exercise ~~employees,~~were ~~reduce~~by ~~our~~means ~~revenues~~of ~~and~~a ~~increase~~cash ~~our~~exercise ~~expenses.~~rather Wethan a ~~may~~zero ~~need~~price tocashless ~~litigate~~exercise. toAs ~~enforce~~a ~~our~~result, ~~intellectual~~holders ~~property~~of ~~rights.~~the ~~Any~~Warrants ~~such~~may ~~litigation~~be ~~could~~issued bea ~~time~~maximum ~~consuming~~of ~~and~~4,800,000 ~~costly~~Ordinary ~~and~~Shares upon the ~~outcome~~exercise of ~~any~~the ~~such~~Warrants ~~litigation~~by ~~cannot~~means beof ~~guaranteed~~the “zero price exercise.”

WeAs ~~have~~a ~~limited~~result ~~insurance~~of ~~coverage~~the ~~for~~zero ~~our~~exercise price option, ~~operations~~we indo ~~China~~not ~~and~~expect ~~may~~to ~~incur~~receive ~~losses~~any ~~resulting~~cash proceeds from ~~product~~the ~~liability~~exercise ~~claims~~of the Warrants, ~~business~~because ~~interruption~~it oris ~~natural~~highly ~~disasters~~unlikely that holders of the Warrants would wish to pay an exercise price to receive one Ordinary Share when they could choose the zero price exercise option and pay no additional consideration to receive the share.

~~HEVI,~~Except ~~our~~as subsidiary in the U.S., maintains commercial general liability insurance for its business operations. However, we have limited insurance coverage for our operations in China, and we are therefore exposed to risks associated with product liability claims against our PRC subsidiaries or otherwise ~~against~~ ~~our~~set ~~operations~~forth in the ~~PRC in the event that the use of our products results in property damage or personal injury. Since our transmission products are ultimately incorporated into forklifts~~Warrants, ~~it is possible that users of forklifts or people installing our products could be~~ ~~injured~~holders ~~or killed, whether as a result~~ of ~~defects,~~the ~~improper~~Warrants ~~installation or other causes. We are unable to predict whether product liability claims~~ will be brought against us in the future or to predict the impact of any resulting adverse publicity on our business. The successful assertion of product liability claims against us could result in potentially significant monetary damages and require us to make significant payments. We do not carry product liability insurance and may not have ~~adequate~~no ~~resources~~rights to satisfy a judgment in the event of a successful claim against us. In addition, we do not currently, and may not in the future, maintain business interruption insurance coverage. As such, we may suffer losses that result from interruptions in our operations as aholders ~~result~~ of ~~inability~~Ordinary toShares ~~operate~~until ~~or failures of equipment and infrastructure at our facilities. We also do not currently maintain catastrophe insurance. As~~ such, ~~any~~holders ~~natural~~exercise ~~disaster~~their orWarrants ~~man-made disaster could result in substantial losses~~ and ~~diversion~~acquire of our ~~resources to address the effects of such an occurrence, which could materially~~Ordinary ~~and adversely affect our business, financial condition and results of operations~~Shares.

Until holders of the Warrants exercise their warrants and acquire our Ordinary Shares, such holders will have no rights with respect to our Ordinary Shares underlying such Warrants, except as otherwise set forth in the Warrants. Upon exercise of the Warrants, the holders will be entitled to exercise the rights of a holder of Ordinary Shares only as to matters for which the record date occurs after the exercise date.

We expect to implement a dual-class share structure shortly following completion of this offering. However, the timing of our proposed dual-class share structure relative to this offering is uncertain, which may require us to amend this registration statement, delay or suspend the offering, or adversely affect investor interest. If the dual class structure is implemented after this offering is completed, any Ordinary Shares sold in this offering will be re-designated as Class A Ordinary Shares, and the voting rights of such shares would be adversely affected.

We filed a definitive proxy statement on for our 2025 annual meeting of shareholders with the SEC on December 8, 2025. Among others, we are seeking shareholder approval at our annual meeting the Share Capital Reorganization Proposal and the Share Re-classification Proposal. Although we currently intend to complete this offering prior to the effectiveness or implementation of the dual-class structure, there can be no assurance that we will be able to do so. If the dual-class structure is approved and implemented prior to the completion of this offering, or if the timing of the approval or implementation becomes uncertain, we may be required to further amend this registration statement, or file post-effective amendments, to reflect changes to our share capital structure, voting rights, and related risk disclosures. Any such amendment or post-effective amendment could result in delays in the effectiveness of this registration statement, postponement of this offering, or increased costs and management distraction.

In addition, uncertainty regarding whether investors will purchase our securities prior to or following the implementation of the dual-class structure may adversely affect market demand for the offering. Certain investors may be unwilling or unable to invest in a company with a dual-class voting structure, while others may delay their investment decisions pending clarity on the final capital structure and voting rights of our ordinary shares.

If the dual class structure is implemented after this offering is completed, any Ordinary Shares sold in this offering will be re-designated as Class A Ordinary Shares, and their voting rights would adversely affected.

~~Failure~~SPECIAL toNOTE ~~make~~REGARDING ~~adequate~~FORWARD-LOOKING ~~contributions to various employee benefit plans as required by PRC regulations may subject us to penalties.~~STATEMENTS

WeThis ~~are~~prospectus ~~required~~and ~~under~~the ~~PRC~~documents incorporated ~~laws~~herein toby ~~participate~~reference incontain ~~various~~forward-looking ~~government~~statements ~~sponsored~~which ~~employee~~are ~~benefit~~made ~~plans,~~pursuant ~~including~~to ~~social~~the ~~security~~safe ~~insurance,~~harbor ~~housing~~provisions ~~funds~~of ~~and~~Section ~~other welfare-oriented~~27A ~~payments,~~of ~~and contribute to~~ the ~~plans~~Securities Act inof ~~amounts~~1933, ~~equal~~as toamended, ~~certain~~and ~~percentages~~Section 21E of ~~salaries,~~the ~~including~~Securities ~~bonuses~~Exchange ~~and~~Act ~~allowances,~~ of ~~our~~1934, ~~employees~~as upamended, toor athe ~~maximum~~Exchange ~~amount~~Act. ~~specified~~In bysome ~~the~~cases, ~~local~~you ~~government~~can identify ~~from~~these ~~time~~statements toby ~~time~~forward-looking atwords ~~locations~~such ~~where~~as we“may,” ~~operate~~“might,” ~~our~~“should,” ~~businesses.~~“would,” We“could,” ~~have~~“expect,” ~~not~~“plan,” ~~made~~“anticipate,” ~~adequate~~“intend,” ~~employee~~“believe,” “estimate,” ~~benefit~~“predict,” ~~payments~~“potential” toor “continue,” and the ~~social~~negative ~~security~~of ~~insurance~~these terms and other ~~the~~comparable ~~housing fund~~terminology. AsThese aforward-looking ~~result~~statements, wewhich ~~may~~are besubject ~~required~~ to ~~make~~known upand ~~the~~unknown ~~contributions~~risks, ~~for~~uncertainties ~~these~~and ~~plans~~assumptions about ~~within~~us, amay ~~stipulated~~include ~~period~~projections of ~~time.~~our Infuture ~~addition,~~financial weperformance ~~may~~based beon ~~required~~our togrowth ~~pay~~strategies ~~late~~and ~~fees~~anticipated ~~equal to~~trends ~~0.05%~~in ofour ~~the~~business. These ~~shortage~~statements ofare ~~the~~only ~~contributions~~predictions tobased ~~the~~on ~~social~~our ~~security~~current ~~fund~~expectations ~~for~~and ~~each~~projections ~~day~~about wefuture ~~fail~~events. toThere ~~make~~are upimportant ~~the contributions and may be~~factors ~~imposed~~that ~~fines~~could upcause toour ~~three~~actual ~~times~~results, level of ~~such~~activity, ~~shortage~~performance ifor weachievements ~~fail~~ to ~~make~~differ upmaterially ~~the~~from ~~difference within~~ the ~~time~~results, ~~frame~~level ~~prescribed~~of ~~by relevant government~~activity, ~~authorities.~~performance ~~The~~or ~~maximum~~achievements ~~amount~~expressed ofor ~~such~~implied ~~penalties~~by ~~that~~the weforward-looking ~~anticipate~~statements. ~~could~~We behave ~~imposed~~included onimportant usfactors ~~with~~in ~~respect~~the ~~such~~cautionary statements ~~employee~~included ~~benefits~~in ~~payments is~~this ~~approximately US$200~~prospectus,~~000.~~ Ifparticularly weunder ~~are~~“Risk ~~subject~~Factors” toon ~~late~~page ~~fees~~14 orof ~~fines~~this inprospectus ~~relation~~and to the ~~underpaid~~documents incorporated ~~employee~~herein ~~benefits,~~that ~~our~~we ~~financial~~believe ~~condition and~~could ~~results~~cause ofactual ~~operations~~results ~~may~~or beevents ~~adversely~~to ~~affected.~~differ Asmaterially offrom the ~~date~~forward-looking ofstatements ~~this prospectus,~~ that we ~~have not been ordered to pay outstanding contributions or related penalties~~make.

IfWhile ~~labor~~we ~~costs~~believe we have identified material risks in the ~~PRC~~November ~~increase~~2025 ~~substantially~~Quarterly Report, which are incorporated by reference in this prospectus, together with the information included in this prospectus and the documents incorporated by reference herein, and in any free writing prospectus that we have authorized for use in connection with this offering, these risks and uncertainties are not exhaustive. Other sections of this prospectus and the documents incorporated herein by reference may describe additional factors that could adversely impact our business and ~~costs~~financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can we assess the impact of ~~operations~~all factors on our business or the extent to which any factor, or combination of factors, may because ~~adversely~~actual ~~affected~~results to differ materially from those contained in any forward-looking statements.

InAlthough ~~recent~~we ~~years,~~believe the ~~Chinese~~expectations reflected ~~economy~~in ~~has~~the ~~experienced~~forward-looking ~~inflation~~statements ~~and labor cost increases. Average wages~~ are ~~projected to continue to increase. Further~~reasonable, ~~under~~we ~~PRC~~cannot ~~law an~~guarantee ~~employer~~future ~~is required to pay various statutory employee benefits~~results, ~~including~~level ~~pensions,~~of ~~housing funds~~activity, ~~medical~~performance ~~insurance,~~or ~~work-related injury~~achievements. ~~insurance~~Moreover, ~~unemployment~~neither ~~insurance~~we ~~and~~nor ~~maternity~~any ~~insurance~~other toperson ~~designated~~assumes ~~government~~responsibility ~~agencies~~ for the ~~benefit~~accuracy ofor ~~its~~completeness ~~employees.~~of ~~The~~any ~~relevant government~~of ~~agencies~~these ~~may~~forward-looking ~~examine~~statements. You ~~whether~~should annot ~~employer~~rely ~~has~~upon ~~made~~forward-looking ~~adequate~~statements ~~payments~~as topredictions ~~the~~of ~~statutory~~future ~~employee~~events. ~~benefits,~~You ~~and~~should ~~those~~read ~~employers who~~this ~~fail~~prospectus toand ~~make~~any ~~adequate~~free ~~payments~~writing prospectus ~~may be subject to late payment fees, fines~~ and~~/or~~ ~~other~~the ~~penalties.~~documents ~~We expect~~ that ~~our~~we ~~labor~~have ~~costs, including~~incorporated ~~wages~~by ~~and~~reference ~~employee benefits, will continue~~ to ~~increase~~this ~~based~~prospectus onand ~~the~~filed ~~past~~as ~~trends.~~exhibits ~~If we are unable~~ to ~~control~~this ~~our~~prospectus ~~labor costs~~completely orand ~~pass~~with ~~such~~the ~~increased~~understanding ~~labor~~that ~~costs on to~~ our ~~customers,~~actual ~~our~~future ~~financial~~results ~~condition~~may ~~and~~be ~~results~~materially ofdifferent ~~operations~~from ~~may~~what bewe ~~adversely affected~~expect.

We ~~are~~caution ~~subject~~you not to ~~risks~~place ~~related~~undue toreliance ~~a substantial~~on ~~balance~~the ~~due~~forward-looking ~~from~~statements, awhich ~~related~~speak ~~party~~only as of the date of this prospectus in the case of forward-looking statements contained in this prospectus.

AsOur ofactual ~~June~~results ~~30,~~and ~~2022,~~financial wecondition ~~were~~may ~~owed~~differ ~~$37.54~~materially ~~million~~ from ~~Cenntro~~those ~~Holding~~indicated ~~Limited,~~in ~~our~~the ~~controlling~~forward-looking ~~shareholder, and such amount is recorded as “due from related parties” on our balance sheet~~statements. We ~~expect~~qualify ~~the~~all ~~amount~~of ~~due~~our ~~from~~forward-looking ~~Cenntro~~statements ~~Holding~~by ~~Limited~~these tocautionary statements.. beTherefore, ~~paid~~you ~~back~~should ~~based~~not rely on ~~certain~~any ~~payment~~of ~~schedules, with~~ the ~~last~~forward-looking ~~payment~~statements. toIn ~~be made by June 30~~addition, ~~2024,~~with asrespect ~~the Company and Cenntro Holding Limited mutually agreed~~ to anall ~~extension~~ of ~~the~~our ~~repayment~~forward-looking ~~deadline from April 27~~statements, ~~2022.~~we ~~However,~~claim ~~there~~the isprotection noof ~~guarantee~~the ~~that~~safe ~~such~~harbor ~~amount~~for ~~will~~forward-looking bestatements ~~repaid~~contained in ~~whole~~the orPrivate inSecurities ~~part~~Litigation ~~before~~Reform Act ~~the end~~ of ~~June 2024, or at all~~1995. ~~Such failure to be paid back by Cenntro Holding Limited could have a material negative impact on our balance sheet.~~

~~The~~Except ~~ongoing~~as ~~COVID~~required by law, we undertake no obligation to update or revise any forward-19looking ~~pandemic~~statements ~~could~~to ~~adversely~~reflect new information or future events or developments. You should not assume ~~affect~~that our ~~business~~silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. Before deciding to purchase our securities, ~~results~~you ofshould ~~operations~~carefully consider the risk factors discussed and ~~financial~~incorporated ~~condition~~by reference in this prospectus and the documents incorporated herein.

The ongoing COVID-19 pandemic has continued to spread across the world and has created unique global and industry-wide challenges. COVID-19 has resulted in quarantines, travel restrictions, and the temporary closure of offices and facilities in China and many other countries. New COVID-19 variants have also emerged, potentially extending the period during which COVID-19 will negatively impact the global economy.

~~Since~~USE ~~2021,~~OF a few waves of COVID-19 infections emerged in various regions of China, and in response, the Chinese government implemented certain anti-COVID measures and protocols. However, in the fiscal year ended December 31, 2021, these scattered outbreaks were brought under control in a relatively short period of time, and the COVID-19 pandemic had a limited impact on our financial condition and results of operations in the fiscal year ended December 31, 2021. For the six months ended June 30, 2022, we experienced rising raw material costs, and we expect raw material costs to continue increasing in the foreseeable future due to the COVID-19 pandemic. Additionally, local outbreaks of COVID-19 infections continued to emerge in additional regions in China since 2022, and it is difficult to predict how these local outbreaks and relevant remedial measures and lockdown policies may affect our business operations for the rest of 2022.PROCEEDS

~~However,~~We ~~the~~estimate ~~potential~~that ~~downturn brought~~the ~~by,~~net ~~and~~proceeds ~~the~~from ~~duration~~this ofoffering, after ~~the~~deducting ~~COVID~~underwriting discounts, non-19accountable ~~pandemic~~expense ~~may~~allowance, beand ~~difficult~~estimated tooffering ~~assess~~expenses orpayable ~~predict~~by us, ~~and~~will ~~any~~be ~~associated~~approximately $5.75 ~~negative~~million ~~impact~~(based on ~~us will~~an ~~depend~~assumed onpublic ~~many~~offering ~~factors~~price ~~beyond~~of ~~our control~~$1.08 ~~The~~per ~~extent~~Unit, to which was the ~~COVID-19~~last ~~pandemic~~reported ~~impacts~~sales ~~our~~price ~~long-term~~of ~~results~~our ~~remains~~Ordinary ~~uncertain,~~Shares ~~and~~on weNasdaq ~~are closely monitoring its impact~~ on ~~us.~~December ~~Our business~~18, ~~results of operations~~2025, ~~financial conditions~~ and ~~prospects~~excluding ~~could~~proceeds befrom ~~adversely affected~~any ~~directly,~~Warrants). asWe ~~well~~intend ~~as indirectly,~~ to ~~the~~use ~~extent that~~ the ~~ongoing~~net ~~COVID-19~~proceeds ~~pandemic~~from ~~harms~~ the ~~Chinese~~offering ~~and~~to ~~global~~working capital ~~economy~~and in general corporate purposes.

~~Competition~~This ~~for~~expected use of net proceeds from this offering represents our ~~employees~~intentions isbased ~~intense~~upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. We cannot currently allocate specific percentages of the net proceeds to us from this offering that we may use for the purposes specified above. Our management will have broad discretion in the application of the net proceeds from this offering and could use them for purposes other than those contemplated at the time of this offering. Our shareholders may not beagree ~~able~~with the manner in which our management chooses to ~~attract~~allocate and ~~retain~~spend the ~~highly~~net ~~skilled~~proceeds. ~~employees~~Moreover, ~~needed~~our tomanagement ~~support~~may use the net proceeds for corporate purposes that may not result in our ~~business~~being profitable or that increases our market value.

~~As we continue to experience~~Pending ~~growth,~~ our ~~future~~use ~~success~~of ~~depends~~the onnet ~~our~~proceeds ~~ability~~from tothis ~~attract~~offering, ~~develop,~~we ~~motivate~~intend ~~and~~to ~~retain~~invest ~~highly~~the ~~qualified~~net ~~and~~proceeds ~~skilled~~in ~~employees,~~a ~~including engineers,~~variety ~~financial~~of ~~personnel~~capital ~~and~~preservation ~~marketing~~investments, including ~~professionals. Competition for highly skilled engineering~~short-term, ~~sales~~investment-grade, ~~technical~~interest-bearing ~~and~~instruments ~~financial personnel is extremely intense. We may not be able to hire~~ and ~~retain these personnel at compensation levels consistent with our existing compensation and salary structure~~U.S. ~~Many~~government ~~of the companies with which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of employment~~securities.

InDIVIDEND addition, we invest significant time and expense in training our employees, which increases their value to competitors who may seek to recruit them. If we fail to retain our employees, we could incur significant expenses in hiring and training their replacements, and the quality of our services and our ability to serve customers could diminish, resulting in a material adverse effect on our business.POLICY

~~Our~~We ~~business~~have ~~depends~~never declared or paid any cash dividends on our share capital. We currently intend to retain earnings, if any, to finance the ~~continued~~growth ~~efforts~~ and development of our ~~senior~~business. ~~management~~We do not expect to pay any cash dividends on our Ordinary Shares in the foreseeable future. IfPayment ~~one~~of orfuture ~~more~~dividends, if any, will be at the discretion of our ~~key~~board ~~executives~~of ~~were~~directors ~~unable~~and orwill ~~unwilling~~depend toon ~~continue~~our financial condition, results of operations, capital requirements, restrictions contained in ~~their~~any ~~present~~financing ~~positions~~instruments, provisions of applicable law and other factors our ~~business may~~board beof ~~severely~~directors ~~disrupted~~deems relevant.

Our business operations depend on the continuing services of our senior management. While we have provided different incentives to our management, we cannot assure you that we can continue to retain their services. If one or more of our key executives were unable or unwilling to continue in their present positions, we may not be able to replace them easily or at all, our future growth may be constrained, business may be severely disrupted and our financial condition and results of operations may be materially and adversely affected, and we may incur additional expenses to recruit, train and retain qualified personnel. In addition, although we have entered into a non-competition agreement with Mr. Peter Zuguang Wang, our controlling shareholder and chairman of the board of directors, there is no assurance that Mr. Wang will not join our competitors or form a competing business. If any dispute arises between us and Mr. Wang, we may incur substantial costs and expenses in order to enforce the non-competition agreement in China, and we may be unable to enforce it at all.

We do not maintain “key person” insurance, and as a result, we may incur losses if any of our directors, executive officers, senior manager or other key employees chooses to terminate his or her services with us.

We do not have “key person” insurance for our directors, executive officers, senior management or other key employees. If any of our key employees terminate his or her services or otherwise becomes unable to provide continuous services to us, our business, financial condition and results of operations may be materially and adversely affected and we may incur additional expenses to recruit, train and retain qualified personnel. If any of our executive officers or key employees joins a competitor or forms a competing company, we may lose customers, operational know-how and key professionals and staff members.

~~Risks Related to Doing Business in China~~CAPITALIZATION

~~Changes~~The infollowing ~~China’s~~table ~~economic,~~sets ~~political or~~forth ~~social~~our ~~conditions~~cash orand capitalization ~~government~~as ~~policies~~of ~~could~~September ~~have~~30, ~~a material adverse effect on our business and operations.~~2025:

A● ~~substantial~~on ~~majority~~an ~~of our~~actual assets and operations are located in China. Accordingly, our business, financial condition, results of operations and prospects may be influenced to a significant degree by political, economic and social conditions in China generally. The PRC economy differs from the economies of most developed countries in many respects, including with regard to the level of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the PRC government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies.basis;

~~The~~● ~~PRC~~on ~~government~~an ~~also~~as ~~exercises significant~~adjusted ~~control~~basis ~~over~~to ~~China’s~~give ~~economic~~effect ~~growth~~to ~~through~~the ~~allocating~~issuance ~~resources~~and sale of 6,000,000 ~~controlling~~Units ~~payment~~by us in this offering at the assumed public offering price of ~~foreign~~$1.08 ~~currency-denominated obligations~~per Unit, ~~setting~~ ~~monetary~~assuming ~~policy~~full exercise of the Warrants at a zero price cashless exercise, ~~and~~after ~~providing~~deducting ~~preferential~~the ~~treatment~~underwriting todiscounts, ~~particular~~non-accountable ~~industries~~expense orallowance, ~~companies~~and estimated offering expenses payable by us.

~~While~~You ~~the~~should ~~PRC~~read ~~economy~~this ~~has experienced~~table ~~significant~~together ~~growth~~with over the past decades, growth has been uneven, both geographically and among various sectors of the economy, and the rate of growth has been slowing since 2012. Any adverse changes in economic conditions in China, in the policies of the PRC government or in the laws and regulations in China could have a material adverse effect on the overall economic growth of China. Such developments could adversely affect our ~~business and operating results, lead to reduction in demand for our services and adversely affect our competitive~~consolidated position. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall PRC economy, but may have a negative effect on us. For example, our financial ~~condition~~statements and ~~results~~ ofnotes ~~operations~~included ~~may be adversely affected by government control over capital investments or changes~~ in ~~tax regulations. In addition, in~~ the ~~past~~information ~~the~~incorporated ~~PRC~~by ~~government~~reference ~~has~~into ~~implemented~~this ~~certain~~prospectus ~~measures,~~supplement ~~including~~and ~~interest rate adjustment, to control~~ the ~~pace of economic growth.~~accompanying ~~These measures may cause decreased economic activity in China, which may adversely affect our business and operating results~~prospectus.

Uncertainties with respect to the PRC legal system could adversely affect us.

	As of September 30, 2025
	Actual			As Adjusted
	US$⁽¹⁾			US$⁽¹⁾

Cash	3,942,129				9,692,129
Shareholders’ Equity:
Ordinary Shares (no par value, unlimited number of shares authorized, 17,394,226 shares issued outstanding as of September 30, 2025 and 28,194,226 shares outstanding on an as adjusted basis as of September 30, 2025, assuming full exercise of the Warrants)		-			-
Additional paid-in capital		34,423,805			40,173,805
Statutory reserves		3,842,331			3,842,331
Retained earnings		39,113,142			39,113,142
Accumulated other comprehensive loss		(1,958,966	)		(1,958,966	)
Total Shareholders’ Equity		75,420,312			81,170,312
Non-controlling interests		(5,568,325	)		(5,568,325	)
Total Equity		69,851,987			75,601,987
Total Capitalization		69,851,987			75,601,987

The ~~PRC~~as ~~legal~~adjusted information ~~system~~ is ~~a civil~~illustrative ~~law system based on written statutes. Unlike the common law system~~only, ~~prior court decisions under the civil law system may be cited for reference but have limited precedential value. Since these laws~~ and ~~regulations~~we ~~are~~will ~~relatively~~adjust ~~new~~this ~~and~~information ~~the~~based ~~PRC~~on ~~legal system continues to rapidly evolve,~~ the ~~interpretations~~actual ofpublic ~~many~~offering ~~laws,~~price ~~regulations~~ and ~~rules~~other ~~are~~terms ~~not always uniform and the enforcement~~ of ~~these laws, regulations~~this ~~and~~offering ~~rules~~determined ~~involves~~at ~~uncertainties~~pricing.

In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation over the past four decades has significantly enhanced the protections afforded to various forms of foreign investments in China. However, China has not developed a fully integrated legal system, and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. In particular, the interpretation and enforcement of these laws and regulations involve uncertainties. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy. These uncertainties may affect our judgment on the relevance of legal requirements and our ability to enforce our contractual rights or tort claims. In addition, the regulatory uncertainties may be exploited through unmerited or frivolous legal actions or threats in attempts to extract payments or benefits from us.Notes:

~~Furthermore,~~(1) ~~the~~Unless ~~PRC~~otherwise ~~legal system~~noted, isall ~~based~~translations infrom ~~part~~Renminbi onto ~~government~~U.S. ~~policies~~dollars and ~~internal~~from ~~rules,~~U.S. ~~some~~dollars ofto ~~which~~Renminbi in this table are ~~not~~made ~~published~~at onRMB7.1190 ato ~~timely~~US$1.00, ~~basis~~the orexchange atrate ~~all~~set ~~and~~forth ~~may have~~in ~~retroactive~~the ~~effect~~H.10 Asstatistical arelease ~~result,~~of wethe ~~may~~Federal ~~not~~Reserve beBoard ~~aware~~on ofSeptember ~~our~~30, ~~violation~~2025. ofWe make no representation that any ofRenminbi ~~these~~or ~~policies~~U.S. ~~and~~dollar ~~rules~~amounts ~~until~~could ~~sometime~~have ~~after~~been, ~~the violation.~~or Incould ~~addition~~be, ~~any~~converted ~~administrative~~into ~~and~~U.S. ~~court~~dollars ~~proceedings~~or inRenminbi, ~~China~~as the case may be ~~protracted~~, ~~resulting~~at inany ~~substantial~~particular ~~costs~~rate, ~~and~~the ~~diversion of~~rates ~~resources~~stated ~~and~~above, ~~management~~or ~~attention~~at all.

(2)

The preceding table excludes 4,530,000 Ordinary Shares underlying the 4,530,000 investor warrants issued in a private placement closed in July 2022.

InDESCRIPTION ~~addition,~~OF weSHARES are subject to risks and uncertainties of the interpretations and applications of PRC laws and regulations, including, but not limited to, limitations on foreign ownership in our industry. We are also subject to the risks and uncertainties about any future actions of the PRC government. If any future actions of the PRC government result in a material change in our operations, and the value of our ordinary shares may depreciate significantly or become worthless.

The ~~PRC~~summary ~~government~~of ~~exerts~~general ~~substantial~~terms ~~influence~~and provisions ~~over~~of ~~the~~our ~~manner~~capital instock ~~which~~set weforth ~~must~~below ~~conduct~~does ~~our~~not ~~business~~purport ~~activities.~~to Ifbe ~~the~~complete ~~Chinese~~and ~~government~~is ~~significantly~~subject ~~regulates~~to ~~the~~and ~~business~~qualified ~~operations~~by reference to the Company’s Amended and Restated Memorandum of ~~our~~Association ~~PRC~~and ~~subsidiaries~~Articles inof Association (the ~~future~~“Memorandum and ~~our~~Articles ~~PRC~~of ~~subsidiaries~~Association”), which ~~are~~is ~~not~~included ~~able~~as an exhibit to ~~substantially~~the ~~comply~~Company’s ~~with~~most ~~such~~recent ~~regulations,~~Annual Report on Form 10-K filed with the ~~business~~SEC and incorporated by reference ~~operations~~herein. ofFor ~~our~~additional ~~PRC~~information, ~~subsidiaries~~please ~~may~~read bethe ~~materially~~Memorandum and ~~adversely~~Articles ~~affected~~of Association and the ~~value~~applicable provisions of ~~our~~the ~~ordinary~~British Virgin ~~shares~~Islands ~~may significantly decrease~~Laws.

The PRC government has exercised, and continues to exercise, substantial control over virtually every sector of the Chinese economy through regulation and state ownership, including steel sector where we have been doing our business. Any government decisions or actions to change the way steel production is regulated, or any decisions the government might make to cut spending, could adversely impact our business and results of operations. In addition, the ability of our PRC subsidiaries to operate in China may be harmed by changes in PRC laws and regulations, including those relating to taxation, environmental conditions, land use rights, property and other matters. The central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties.

We believe that our operations in China are in material compliance with all applicable legal and regulatory requirements. However, the central or local governments of the jurisdictions in which we operate may impose new, stricter regulations or interpretations of existing regulations with little advance notice that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations.

Our PRC subsidiaries may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. In the event that our PRC subsidiaries are not able to substantially comply with any existing or newly adopted laws and regulations, our business operations may be materially adversely affected and the value of our ordinary shares may significantly decrease.

Furthermore, the PRC government authorities may strengthen oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers like us. Such actions taken by the PRC government authorities may intervene or influence the operations of our PRC operating entities at any time, which may be beyond our control. Therefore, any such action may adversely affect the operations of our PRC subsidiaries and substantially limit or hinder our ability to offer or continue to offer securities to you and significantly reduce the value of such securities or cause the value of such securities to be completely worthless.

We believe that we 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 an offering of our securities outside of the PRC, including on a U.S. exchange. However, in the event that any such approval is required or that there are other requirements we are obligated to comply with, we cannot predict whether or how soon we will be able to obtain such approvals and/or comply with such requirements.

The Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, purport to require offshore special purpose vehicles that are controlled by PRC companies or individuals and that have been formed for the purpose of seeking a public listing on an overseas stock exchange through acquisitions of PRC domestic companies or assets to obtain CSRC approval prior to publicly listing their securities on an overseas stock exchange. The interpretation and application of those regulations remain unclear.

In addition, the PRC government authorities may strengthen future oversight over offerings that are conducted overseas. For instance, on July 6, 2021, the relevant PRC governmental authorities promulgated the Opinions on Strictly Cracking Down on Illegal Securities Activities, which emphasized the need to strengthen the PRC government’s supervision over overseas listings by PRC companies. Pursuant to the Opinions, effective measures, such as promoting the construction of relevant regulatory systems, are to be taken to deal with the risks of China-based overseas-listed companies, cybersecurity and data privacy protection requirements and similar matters. The Cybersecurity Review Measures (Decree No. 8 of the Cybersecurity Administration of the PRC), or the revised Cybersecurity Review Measures, enacted on December 28, 2021 and came into effect on February 15, 2022, also require online platform operators holding over one million users’ personal information to apply for a cybersecurity review before any public offering on a foreign stock exchange. These statements and regulations are recently issued, and there remain substantial uncertainties about their interpretation and implementation. See also “—We may be liable for improper use or appropriation of personal information provided by our 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.”

As of the date of this prospectus, we believe we are not required to obtain any permission from PRC authorities (including the CSRC and the CAC) to operate our business as presently conducted or to issue our securities to investors outside of the PRC. Therefore, as of the date of this prospectus, we have not applied for any permission or approval from any PRC governmental authority in connection with our offshore listing or offering and, as such, no such permission or approval has been granted or denied. However, if we determine or otherwise find out that we were required to obtain such permissions or approvals in the future in connection with the listing or continued listing of our securities on a stock exchange outside of China, it is uncertain how long it will take for us to obtain such approval, and, even if we obtain such approval, the approval could be rescinded. Any failure to obtain or a delay in obtaining the necessary permissions from the PRC authorities to conduct offerings or list our securities outside of China may subject us to sanctions imposed by the PRC regulatory authorities, which could include fines and penalties, proceedings against us, and other forms of sanctions, and could restrict our ability to conduct our business, invest in China through our non-Chinese subsidiaries as foreign investments, accept foreign investments, or continue to be listed on a U.S. or other overseas exchange may be restricted, and our business, reputation, financial condition, and results of operations may be materially and adversely affected.

On December 24, 2021, the CSRC published the Regulations of the State Council on the Administration of Overseas Issuance and Listing of Securities by Domestic Enterprises (Draft for Public Comments) and the Measures for the Administration of Overseas Issuance and Listing of Securities by Domestic Enterprises (Draft for Public Comments) for public comments, which will apply if a domestic enterprise issues shares, depositary receipts, corporate bonds convertible into shares, or other securities of an equity nature outside of the PRC, or lists its securities for trading outside of the PRC. According to such regulations, a domestic enterprise that issues and lists its securities outside of the PRC shall comply with the filing procedures and report the relevant information to the CSRC. A domestic enterprise shall not be listed on an overseas stock exchange if any of the following circumstances exists: (i) there are circumstances in which such listing and financing is expressly prohibited by national laws, regulations and relevant provisions; (ii) the relevant competent department of the State Council has determined, in accordance with law, that the overseas securities offering and listing threatens or endangers national security; (iii) there are major disputes over ownership of shares, major assets, and core technologies, etc.; (iv) such domestic enterprise and its controlling shareholders or actual controllers have committed criminal offences of embezzlement, bribery, misappropriation of property, misappropriation of property or disruption of the socialist market economic order within the last three years, or are under investigation by the judicial authorities for suspected crimes, or are under investigation for suspected major violations of law; (v) the director, supervisor or senior management of such domestic enterprise has been subject to administrative punishment within the last three years for series violations, or is being investigated by the judicial authorities for suspected crimes or is being investigated by the judicial authorities for suspected major violations of law; or (vi) other circumstances as determined by the State Council. If a domestic enterprise violates the above provisions, it may be subject to an order to correct such violation, regulatory talk, warning letter, warning, fines, suspension of relevant business operations or order of rectification, revocation of relevant business qualification permit or revocation of business license, or be held legally responsible for any such violation. Under these regulations, the listing of the Company’s ordinary shares on Nasdaq may fall under the category of “indirect issuance of securities by a domestic enterprise abroad or listing and trading of its securities abroad” and, therefore, the issuance of securities after the listing of the Company may be subject to the relevant filing procedures, which means that the filing materials should be submitted to the CSRC within three business days after the completion of the issuance.

As of the date of this prospectus, the Company does not currently fall under any of the abovementioned circumstances that prohibit its overseas securities offering or listing, and has not been required to comply with any filing procedures. However, the abovementioned regulations are still subject to public comments, and it is uncertain when they will be formally introduced and whether there will be any changes to their content and as such, the impact of the aforementioned regulations on the Company cannot be determined at this time. However, according to the “Q&A with the relevant person in charge of the CSRC” released on December 24, 2021, the relevant person in charge of the CSRC stated that the CSRC will adhere to the principle of non-retroactivity of the law and ensure the smooth implementation of record management. Enterprises seeking to list their securities overseas and overseas listed enterprises seeking to conduct follow-on offerings and other relevant activities are required to fulfill the filing procedures, and other overseas listed enterprises will be provided with a transition period with respect to their filing requirements. The CSRC will take into full consideration the advantages of conducting follow-on offerings in overseas markets to domestic enterprises, and set up different filing and timing requirements for enterprises seeking to conduct follow-on offerings, so as to reduce the impacts of filing procedures on follow-on offerings of overseas listed enterprises.

We may be liable for improper use or appropriation of personal information provided by our 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.

Our business involves collecting and retaining certain internal and customer data. We also maintain information about various aspects of our operations. The integrity and protection of customer and company data is critical to our business. Our customers expect that we will adequately protect their personal information. We are required by applicable laws to keep strictly confidential the personal information that we collect, and to take adequate security measures to safeguard such information.

The PRC Criminal Law, as amended by its Amendment 7 (effective on February 28, 2009) and Amendment 9 (effective on November 1, 2015), prohibits institutions, companies and their employees from selling or otherwise illegally disclosing a citizen’s personal information obtained in performing duties or providing services or obtaining such information through theft or other illegal ways. On November 7, 2016, the Standing Committee of the PRC National People’s Congress issued the Cyber Security Law of the PRC, or Cyber Security Law, which became effective on June 1, 2017. Pursuant to the Cyber Security Law, network operators must not, without users’ consent, collect their personal information, and may only collect users’ personal information necessary to provide their services. Providers are also obliged to provide security maintenance for their products and services and shall comply with provisions regarding the protection of personal information as stipulated under the relevant laws and regulations.

The Civil Code of the PRC (issued by the PRC National People’s Congress on May 28, 2020 and effective from January 1, 2021) provides the legal basis for privacy and personal information infringement claims under the Chinese civil laws. PRC regulators, including the CAC, the Ministry of Industry and Information Technology, and the Ministry of Public Security, have been increasingly focused on regulation in data security and data protection.

The PRC regulatory requirements regarding cybersecurity are evolving. For instance, various regulatory bodies in China, including the CAC, the Ministry of Public Security and the State Administration for Market Regulation, have enforced data privacy and protection laws and regulations with varying and evolving standards and interpretations. In April 2020, the Chinese government promulgated Cybersecurity Review Measures, which came into effect on June 1, 2020. According to the Cybersecurity Review Measures, operators of critical information infrastructure must pass a cybersecurity review when purchasing network products and services which do or may affect national security.

In December 2021, the CAC and other related authorities promulgated the revised Cybersecurity Review Measures, which came into effect on February 15, 2022. The revised Cybersecurity Review Measures propose the following key changes:

● online platform operators who are engaged in data processing are also subject to the regulatory scope;

● the CSRC is included as one of the regulatory authorities for purposes of jointly establishing the state cybersecurity review working mechanism;

● the online platform operators holding more than one million users’ individual information and seeking a listing outside China shall file for cybersecurity review with the Cybersecurity Review Office; and

● the risks of core data, material data or large amounts of personal information being stolen, leaked, destroyed, damaged, illegally used or transmitted to overseas parties and the risks of critical information infrastructure, core data, material data or large amounts of personal information being influenced, controlled or used maliciously shall be collectively taken into consideration during the cybersecurity review process.

Certain internet platforms in China have reportedly become subject to heightened regulatory scrutiny in relation to cybersecurity matters. As of the date of this prospectus, we have not been included within the definition of “operator of critical information infrastructure” by a competent authority, nor have we been informed by any PRC governmental authority of any requirement that we file for a cybersecurity review. However, if we are deemed to be a critical information infrastructure operator or an online platform operator that is engaged in data processing and holds personal information of more than one million users, we could be subject to PRC cybersecurity review in the future.

As there remains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations, we could be subject to cybersecurity review. In addition, we could become subject to enhanced cybersecurity review or investigations launched by PRC regulators in the future. Any failure or delay in the completion of the cybersecurity review procedures or any other non-compliance with the related laws and regulations may result in fines or other penalties, including suspension of business, website closure, removal of our app from the relevant app stores, and revocation of prerequisite licenses, as well as reputational damage or legal proceedings or actions against us, which may have a material adverse effect on our business, financial condition or results of operations. As of the date of this prospectus, we have not been involved in any investigations on cybersecurity review initiated by the CAC or related governmental regulatory authorities, and we have not received any inquiry, notice, warning, or sanction in such respect.

On June 10, 2021, the Standing Committee of the National People’s Congress of China, or the SCNPC, promulgated the PRC Data Security Law, which took effect in September 2021. The PRC Data Security Law imposes data security and privacy obligations on entities and individuals carrying out data activities, and introduces a data classification and hierarchical protection system based on the importance of data in economic and social development, and the degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked, illegally acquired or used. The PRC Data Security Law also provides for a national security review procedure for data activities that may affect national security and imposes export restrictions on certain data an information.

As of the date of this prospectus, we do not expect that the current PRC laws on cybersecurity or data security would have a material adverse impact on our business operations. However, as the scope of the PRC Data Security Law is broad and includes the collection, storage, use, processing, transmission, availability and disclosure of data, among others, and uncertainties remain regarding the interpretation and implementation of these laws and regulations, we cannot assure you that we will comply with such regulations in all respects and we may be ordered to rectify or terminate any actions that are deemed illegal by regulatory authorities. Any directly liable person within our Company for violations or alleged violations of the PRC Data Security Law may become subject to fines. We may also become subject to fines and/or other sanctions that may have a material adverse effect on our business, operations and financial condition.

A severe or prolonged downturn in the PRC or global economy could materially and adversely affect our business and our financial condition.

The global macroeconomic environment is facing challenges. There is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial authorities of some of the world’s leading economies, including the United States and China. There have been concerns over unrest and terrorist threats in the Middle East, Europe and Africa and over the conflicts involving Ukraine, Syria, Russia and North Korea. There have also been concerns on the relationship among China and other Asian countries, which may result in, or intensify potential conflicts in relation to, territorial disputes, and the trade disputes between China and other countries. It is unclear whether these challenges and uncertainties will be contained or resolved, and what effects they may have on the global political and economic conditions in the long term.

Economic conditions in China are sensitive to global economic conditions, changes in domestic economic and political policies and the expected or perceived overall economic growth rate in China. While the economy in China has grown significantly over the past decades, growth has been uneven, both geographically and among various sectors of the economy, and the rate of growth has been slowing in recent years. Although growth of China’s economy remained relatively stable, there is a possibility that China’s economic growth may materially decline in the near future. Any severe or prolonged slowdown in the global or PRC economy may materially and adversely affect our business, results of operations and financial condition.

You may have difficulty enforcing judgments against us.

A significant portion of our assets are located, and a substantial amount of our operations are conducted, in the PRC. In addition, many of our directors and officers are nationals and residents of the PRC and a substantial portion of their assets are located outside the United States. As a result, it may be difficult to effect service of process within the United States upon these persons. In addition, there is uncertainty as to whether the courts of the PRC would recognize or enforce judgments of U.S. courts because China does not have any treaties or other arrangements that provide for the reciprocal recognition and enforcement of foreign judgments with the United States. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates basic principles of PRC law or national sovereignty, security, or the public interest.

Under the PRC Enterprise Income Tax Law, we may be classified as a “Resident Enterprise” of China. Any classification as such will likely result in unfavorable tax consequences to us and our non-PRC shareholders.

Under the PRC Enterprise Income Tax Law, or the PRC EIT Law, an enterprise established outside of China with “de facto management bodies” within China is considered a “resident enterprise,” meaning that it can be subject to an enterprise income tax, or EIT, rate of 25.0% on its global income. In April 2009, the SAT promulgated a circular, known as Circular 82, and partially amended by Circular 9 promulgated in January 2014, to clarify the certain criteria for the determination of the “de facto management bodies” for foreign enterprises controlled by PRC enterprises or PRC enterprise groups. Under Circular 82, a foreign enterprise is considered a PRC resident enterprise if all of the following apply: (1) the senior management and core management departments in charge of daily operations are located mainly within China; (2) decisions relating to the enterprise’s financial and human resource matters are made or subject to approval by organizations or personnel in China; (3) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholders’ meeting minutes are located or maintained in China; and (4) 50.0% or more of voting board members or senior executives of the enterprise habitually reside in China. Further to Circular 82, the SAT issued a bulletin, known as Bulletin 45, effective in September 2011 and amended on June 1, 2015 and October 1, 2016, to provide more guidance on the implementation of Circular 82 and clarify the reporting and filing obligations of such “Chinese controlled offshore incorporated resident enterprises.” Bulletin 45 provides for, among other matters, procedures for the determination of resident status and administration of post-determination matters. Although Circular 82 and Bulletin 45 explicitly provide that the above standards apply to enterprises that are registered outside China and controlled by PRC enterprises or PRC enterprise groups, Circular 82 may reflect the SAT’s criteria for determining the tax residence of foreign enterprises in general.

If the PRC tax authorities determine that we are a “resident enterprise” for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow. First, we may be subject to the enterprise income tax at a rate of 25% on our worldwide taxable income as well as PRC enterprise income tax reporting obligations. In our case, this would mean that income such as non-China source income would be subject to PRC enterprise income tax at a rate of 25%. Second, under the PRC EIT Law, dividends paid to us from our PRC subsidiaries would be deemed as “qualified investment income between resident enterprises” and therefore qualify as “tax-exempt income” pursuant to the clause 26 of the PRC EIT Law. Finally, it is possible that future guidance issued with respect to the new “resident enterprise” classification could result in a situation in which the dividends we pay with respect to our ordinary shares, or the gain our non-PRC shareholders may realize from the transfer of our ordinary shares, may be treated as PRC-sourced income and may therefore be subject to a 10% PRC withholding tax. The PRC EIT Law is, however, relatively new and ambiguities exist with respect to the interpretation and identification of PRC-sourced income, and the application and assessment of withholding taxes. If we are required under the PRC EIT Law to withhold PRC income tax on dividends payable to our non-PRC shareholders, should there be a determination in the future to pay dividends, or if non-PRC shareholders are required to pay PRC income tax on gains on the transfer of their ordinary shares, our business could be negatively impacted and the value of your investment may be materially reduced. Further, if we were treated as a “resident enterprise” by PRC tax authorities, we would be subject to taxation in both China and such countries in which we have taxable income, and our PRC tax may not be creditable against such other taxes.

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 operating subsidiaries.

As an offshore holding company with PRC subsidiaries, we may transfer funds to our PRC subsidiaries or finance our operating entities by means of loans or capital contributions. Any capital contributions or loans that we, as an offshore entity, make to our Company’s PRC subsidiaries, are subject to PRC regulations. Any loans to our PRC subsidiaries, which are foreign-invested enterprises, cannot exceed statutory limits based on the difference between the amount of our investments and registered capital in such subsidiaries, and shall be registered with State Administration of Foreign Exchange (“SAFE”), or its local counterparts. Furthermore, any capital increase contributions we make to our PRC subsidiaries, which are foreign-invested enterprises, are subject to the requirement of making necessary filings in Foreign Investment Comprehensive Management Information System, and registration with other government authorities in China. We may not be able to obtain these government registrations or approvals on a timely basis, if at all. If we fail to obtain such approvals or make such registration, our ability to make equity contributions or provide loans to our Company’s PRC subsidiaries or to fund their operations may be negatively affected, which may adversely affect their liquidity and ability to fund their working capital and expansion projects and meet their obligations and commitments. As a result, our liquidity and our ability to fund and expand our business may be negatively affected.

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.

As a holding company, we conduct a substantial amount of our business through our subsidiaries in China. We may rely on dividends paid by these PRC subsidiaries for our cash needs, including the funds necessary to pay any dividends and other cash distributions to our shareholders, to service any debt we may incur and to pay our operating expenses. The payment of dividends by entities established in China is subject to limitations. Regulations in China currently permit payment of dividends only out of accumulated profits as determined in accordance with accounting standards and regulations in China. In accordance with the Article 166, 168 of the Company Law of the PRC (Amended in 2018), each of our PRC subsidiaries is required to set aside at least 10% of its after-tax profit based on PRC accounting standards each year to its general reserves or statutory capital reserve fund until the aggregate amount of such reserves reaches 50% of its respective registered capital. A company may discontinue the contribution when the aggregate sum of the statutory surplus reserve is more than 50% of its registered capital. The statutory common reserve fund of a company may only be used to cover the losses of the company, expand the business and production of the company or be converted into additional capital. As a result, our PRC subsidiaries are restricted in their ability to transfer a portion of their net assets to us in the form of dividends. In addition, if any of our PRC subsidiaries incurs debt on its own behalf in the future, the instruments governing the debt may restrict such subsidiary’s ability to pay dividends or make other distributions to us. Any limitations on the ability of our PRC subsidiaries to transfer funds to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends and otherwise fund and conduct our business.

You may be subject to PRC income tax on dividends from us or on any gain realized on the transfer of our ordinary shares.

Under the PRC EIT Law, subject to any applicable tax treaty or similar arrangement between the PRC and your jurisdiction of residence that provides for a different income tax arrangement, PRC withholding tax at the rate of 10.0% is normally applicable to dividends from PRC sources payable to investors that are non-PRC resident enterprises, which do not have an establishment or place of business in China, or which have such establishment or place of business if the relevant income is not effectively connected with the establishment or place of business. Any gain realized on the transfer of shares by such investors is subject to 10.0% PRC income tax if such gain is regarded as income derived from sources within China unless a treaty or similar arrangement otherwise provides. Under the Individual Income Tax Law of the PRC and its implementation rules, dividends from sources within China paid to foreign individual investors who are not PRC residents are generally subject to a PRC withholding tax at a rate of 20% and gains from PRC sources realized by such investors on the transfer of shares are generally subject to 20% PRC income tax, in each case, subject to any reduction or exemption set forth in applicable tax treaties and PRC laws.

There is a risk that we will be treated by the PRC tax authorities as a PRC tax resident enterprise. In that case, any dividends we pay to our shareholders may be regarded as income derived from sources within China and we may be required to withhold a 10.0% PRC withholding tax for the dividends we pay to our investors who are non-PRC corporate shareholders, or a 20.0% withholding tax for the dividends we pay to our investors who are non-PRC individual shareholders, including the holders of our Shares. In addition, our non-PRC shareholders may be subject to PRC tax on gains realized on the sale or other disposition of our ordinary shares, if such income is treated as sourced from within China. It is unclear whether our non-PRC shareholders would be able to claim the benefits of any tax treaties between their tax residence and China in the event that we are considered as a PRC resident enterprise. If PRC income tax is imposed on gains realized through the transfer of our ordinary shares or on dividends paid to our non-resident investors, should there be a determination in the future to pay dividends, the value of your investment in our ordinary shares may be materially and adversely affected. Furthermore, our shareholders whose jurisdictions of residence have tax treaties or arrangements with China may not qualify for benefits under such tax treaties or arrangements.

We may be unable to complete a business combination transaction efficiently or on favorable terms due to complicated merger and acquisition regulations and certain other PRC regulations.

On August 8, 2006, six PRC regulatory authorities, including Ministry of Commerce, the State Assets Supervision and Administration Commission, the SAT, the Administration for Industry and Commerce, the CSRC and SAFE, jointly issued the M&A Rules, which became effective on September 8, 2006 and were amended in June 2009. The M&A Rules, governing the approval process by which a PRC company may participate in an acquisition of assets or equity interests by foreign investors, requires the PRC parties to make a series of applications and supplemental applications to the government agencies, depending on the structure of the transaction. In some instances, the application process may require presentation of economic data concerning a transaction, including appraisals of the target business and evaluations of the acquirer, which are designed to allow the government to assess the transaction. Accordingly, due to the M&A Rules, our ability to engage in business combination transactions has become significantly more complicated, time-consuming and expensive, and we may not be able to negotiate a transaction that is acceptable to our shareholders or sufficiently protective of their interests in a transaction.

The M&A Rules allow PRC government agencies to assess the economic terms of a business combination transaction. Parties to a business combination transaction may have to submit to Ministry of Commerce and other relevant government agencies an appraisal report, an evaluation report and the acquisition agreement, all of which form part of the application for approval, depending on the structure of the transaction. The M&A Rules also prohibit a transaction at an acquisition price obviously lower than the appraised value of the business or assets in China and in certain transaction structures, require that consideration must be paid within defined periods, generally not in excess of a year. In addition, the M&A Rules also limit our ability to negotiate various terms of the acquisition, including aspects of the initial consideration, contingent consideration, holdback provisions, indemnification provisions and provisions relating to the assumption and allocation of assets and liabilities. Transaction structures involving trusts, nominees and similar entities are prohibited. Therefore, such regulations may impede our ability to negotiate and complete a business combination transaction on legal and/or financial terms that satisfy our investors and protect our shareholders’ economic interests.

Fluctuations in exchange rates could have a material adverse impact on our results of operations and the value of your investment.

The conversion of Renminbi into foreign currencies, including U.S. dollars, is based on rates set by the People’s Bank of China. The Renminbi has fluctuated against the U.S. dollar, at times significantly and unpredictably. The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions in China and by China’s foreign exchange policies, among other things. We cannot assure you that Renminbi will not appreciate or depreciate significantly in value against the U.S. dollar in the future. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the Renminbi and the U.S. dollar in the future.

Significant fluctuation of the Renminbi may have a material adverse effect on your investment. For example, to the extent that we need to convert U.S. dollars into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we would receive from the conversion. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount available to us.

Very limited hedging options are available in China to reduce our exposure to exchange rate fluctuations. As of the date of this prospectus, we have not entered into any material hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to adequately hedge our exposure or at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert Renminbi into foreign currency.

Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment.

The PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. We receive a significant portion of our revenues in Renminbi. Under our current corporate structure, our British Virgin Islands holding company may rely on dividend payments from our PRC subsidiaries to fund any cash and financing requirements we may have. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of SAFE, by complying with certain procedural requirements. Specifically, under the existing exchange restrictions, without prior approval of SAFE, cash generated from the operations of our PRC subsidiaries in China may be used to pay dividends to our Company. However, approval from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. As a result, we need to obtain SAFE approval to use cash generated from the operations of our PRC subsidiaries to pay off their respective debt in a currency other than Renminbi owed to entities outside China, or to make other capital expenditure payments outside China in a currency other than Renminbi. If such approval is withheld or the PRC government imposes other restrictions on the convertibility of Renminbi into foreign currencies, we may not be able to utilize our revenues effectively, and as a result, our business and results of operations may be materially adversely affected, and the value of our ordinary shares may decrease.

U.S. regulatory bodies may be limited in their ability to conduct investigations or inspections of our operations in China.

The SEC, the U.S. Department of Justice and other U.S. authorities may also have difficulties in bringing and enforcing actions against us or our directors or executive officers in the PRC. The SEC has stated that there are significant legal and other obstacles to obtaining information needed for investigations or litigation in China. China has recently adopted a revised securities law that became effective on March 1, 2020, Article 177 of which provides, among other things, that no overseas securities regulator is allowed to directly conduct an investigation or evidence collection activities within the territory of the PRC. Accordingly, without governmental approval in China, no entity or individual in China may provide documents and information relating to securities business activities to overseas regulators when it is under direct investigation or evidence discovery conducted by overseas regulators, which could present significant legal and other obstacles to obtaining information needed for investigations and litigation conducted outside of China.

A recent joint statement by the SEC and the PCAOB, proposed rule changes submitted by Nasdaq, and the HFCA Act, all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB.

On April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based in or having substantial operations in emerging markets including China. The joint statement emphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in emerging markets.

On May 18, 2020, Nasdaq filed three proposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating in “Restrictive Market,” (ii) adopt a new requirement relating to the qualification of management or board of directors for Restrictive Market companies, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditors.

On May 20, 2020, the Senate passed the HFCA Act, requiring a foreign company to certify that it is not owned or manipulated by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the company’s auditors for three consecutive years, the company’s securities are prohibited from trading on a national exchange.

On March 24, 2021, the SEC announced that it had adopted interim final amendments to implement congressionally mandated submission and disclosure requirements of the HFCA Act. The interim final amendments will apply to registrants that the SEC identifies as having filed an annual report on Forms 10-K, 20-F, 40-F or N-CSR with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB has determined it is unable to inspect or investigate completely because of a position taken by an authority in that jurisdiction. The SEC will implement a process for identifying such a registrant and any such identified registrant will be required to submit documentation to the SEC establishing that it is not owned or controlled by a governmental entity in that foreign jurisdiction, and will also require disclosure in the registrant’s annual report regarding the audit arrangements of, and governmental influence on, such a registrant. We will be required to comply with these rules if the SEC identifies us as having a “non-inspection” year under the related process that will be implemented by the SEC.

On June 22, 2021, the U.S. Senate passed a bill that, if passed by the U.S. House of Representatives and signed into law, would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two, thus reducing the time before our securities may be delisted.

On September 22, 2021, the PCAOB adopted rules to create a framework for the PCAOB to use when determining, as contemplated under the HFCA Act, whether it is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.

On December 2, 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in a foreign jurisdiction.

On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in China and in Hong Kong because of positions taken by PRC and Hong Kong authorities in those jurisdictions. The PCAOB has made such designations as mandated under the HFCA Act. Pursuant to each annual determination by the PCAOB, the SEC will, on an annual basis, identify issuers that have used non-inspected audit firms and thus are at risk of such suspensions in the future.

The PCAOB has been able to inspect our auditor, WWC P.C., an independent registered public accounting firm with its headquarters in San Mateo, California, with its last inspection conducted in November 2021. As such, it is not subject to the designations issued by the PCAOB on December 16, 2021. However, if the PCAOB is unable to inspect our accounting firm in a foreign jurisdiction during any period of three consecutive years or we become owned or controlled by a government in that foreign jurisdiction in the future, the HFCA Act may require our ordinary shares to be delisted from the Nasdaq Stock Market or any exchange on which our securities are traded in the future.

The recent developments would add uncertainties to our offering and may result in prohibitions on the trading of our ordinary shares on the Nasdaq Stock Market, if our auditors fail to meet the PCAOB inspection requirement in time.

We plan to empower our audit committee to take the PCAOB’s lack of inspection, as applicable, into account in connection with the oversight of our independent registered public accounting firm’s audit procedures and establish relevant internal quality control procedures. However, we cannot assure you that our audit committee’s oversight would be effective. In addition, the SEC may initiate proceedings against our independent registered public accounting firm, whether in connection with an audit of our Company or other China-based companies, which could result in the imposition of penalties against our independent registered public accounting firm, such as suspension of its ability to practice before the SEC. All of these could cause our shareholders and investors to lose confidence in our reported financial information and procedures and the quality of our financial statements, which may have a material effect on our business.

Risks Related to Our Ordinary Shares

Future sales of our ordinary shares, whether by us or our shareholders, could cause the price of our ordinary shares to decline.

If our existing shareholders sell, or indicate an intent to sell, substantial amounts of our ordinary shares in the public market, the trading price of our ordinary shares could decline significantly. Similarly, the perception in the public market that our shareholders might sell our ordinary shares could also depress the market price of our shares. A decline in the price of our ordinary shares might impede our ability to raise capital through the issuance of additional ordinary shares or other equity securities. In addition, the issuance and sale by us of additional ordinary shares, or securities convertible into or exercisable for our ordinary shares, or the perception that we will issue such securities, could reduce the trading price for our ordinary shares as well as make future sales of equity securities by us less attractive or not feasible. The sale of ordinary shares issued upon the exercise of our outstanding warrants could further dilute the holdings of our then existing shareholders.

We do not know whether a market for the ordinary shares will be sustained or what the trading price of the ordinary shares will be and as a result it may be difficult for you to sell your ordinary shares.

Although our ordinary shares trade on Nasdaq, an active trading market for the ordinary shares may not be sustained. It may be difficult for you to sell your ordinary shares without depressing the market price for the ordinary shares. As a result of these and other factors, you may not be able to sell your ordinary shares. Further, an inactive market may also impair our ability to raise capital by selling ordinary shares, or may impair our ability to enter into strategic partnerships or acquire companies or products by using our ordinary shares as consideration.

Securities analysts may not cover our ordinary shares and this may have a negative impact on the market price of our ordinary shares.

The trading market for our ordinary shares will depend, in part, on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over independent analysts (provided that we have engaged various non-independent analysts). We do not currently have and may never obtain research coverage by independent securities and industry analysts. If no independent securities or industry analysts commence coverage of us, the trading price for our ordinary shares would be negatively impacted. If we obtain independent securities or industry analyst coverage and if one or more of the analysts who covers us downgrades our ordinary shares, changes their opinion of our shares or publishes inaccurate or unfavorable research about our business, the price of our ordinary shares would likely decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our ordinary shares could decrease and we could lose visibility in the financial markets, which could cause the price and trading volume of our ordinary shares to decline.

Because we do not expect to pay dividends in the foreseeable future, you must rely on the price appreciation of our ordinary shares for a return on your investment.

We currently intend to retain most, if not all, of our available funds and any future earnings to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our ordinary shares as a source for any future dividend income.

Our board of directors has complete discretion as to whether to distribute dividends, subject to certain requirements of British Virgin Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Under British Virgin Islands law, a British Virgin Islands company may pay a dividend out of either profit or share premium account, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions, and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our ordinary shares will likely depend entirely upon any future price appreciation of our ordinary shares. There is no guarantee that our ordinary shares will appreciate in value or even maintain the price at which you purchased the ordinary shares. You may not realize a return on your investment in our ordinary shares and you may even lose your entire investment in our ordinary shares.

Techniques employed by short sellers may drive down the market price of our ordinary shares.

Short selling is the practice of selling securities that the seller does not own but rather has borrowed from a third party with the intention of buying identical securities back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the security to decline, many short sellers publish, or arrange for the publication of, negative opinions regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling a security short. These short attacks have, in the past, led to selling of shares in the market.

Other public companies listed in the United States that have substantial operations in China have been the subject of short selling. Much of the scrutiny and negative publicity has centered on allegations of a lack of effective internal control over financial reporting resulting in financial and accounting irregularities and mistakes, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result, many of these companies are now conducting internal and external investigations into the allegations and, in the interim, are subject to shareholder lawsuits and/or SEC enforcement actions.

We may in the future be the subject of unfavorable allegations made by short sellers. Any such allegations may be followed by periods of instability in the market price of our ordinary shares and negative publicity. If and when we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we could have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable federal or state law or issues of commercial confidentiality. Such a situation could be costly and time-consuming and could distract our management from growing our business. Even if such allegations are ultimately proven to be groundless, allegations against us could severely impact our business operations and shareholder’s equity, and the value of any investment in our ordinary shares could be greatly reduced or rendered worthless.

USE OF PROCEEDS

We are not selling any securities under this prospectus and all of the ordinary shares offered by the Selling Securityholder pursuant to this prospectus will be sold by the Selling Securityholder for its account. We will not receive any of the proceeds from these sales, although we may receive up to an aggregate of approximately $20.34 million from the exercise of the PIPE warrants, assuming the exercise in full of all of the PIPE warrants for cash. We expect to use the net proceeds from the exercise of the PIPE warrants for working capital and general corporate purposes. We will have broad discretion over the use of proceeds from the exercise of the PIPE warrants.

There is no assurance that the holders of the PIPE warrants will elect to exercise any or all of such PIPE warrants. To the extent that the PIPE warrants are exercised on a “cashless basis,” the amount of cash we would receive from the exercise of the PIPE warrants will decrease.

SELLING SECURITYHOLDER

The ordinary shares being offered by the Selling Securityholder are those issuable to the Selling Securityholder upon exercise of the PIPE warrants. For additional information regarding the issuances of those warrants, see “Prospectus Summary—July 2022 Private Placement.” We are registering the ordinary shares in order to permit the Selling Securityholder to offer the shares for resale from time to time. Except for the ownership of the ordinary shares and the warrants, the Selling Securityholder has not had any material relationship with us within the past three years.

The table below lists the Selling Securityholder and other information regarding the beneficial ownership of the ordinary shares by the Selling Securityholder. The second column lists the number of ordinary shares beneficially owned by the Selling Securityholder, based on its ownership of the ordinary shares and warrants, as of August 24, 2022, assuming exercise of the pre-funded warrants held by the Selling Securityholder on that date, without regard to any limitations on exercises.

The third column lists the ordinary shares being offered by this prospectus by the Selling Securityholder.

In accordance with the terms of a registration rights agreement with the Selling Securityholder, this prospectus generally covers the resale of the maximum number of ordinary shares issuable upon exercise of the PIPE warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration rights agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the Selling Securityholder pursuant to this prospectus.

Under the terms of the pre-funded warrants and PIPE warrants held by Selling Securityholder, the Selling Securityholder may not exercise the warrants to the extent such exercise would cause such Selling Securityholder, together with its affiliates and attribution parties, to beneficially own a number of ordinary shares which would exceed 9.99% and 4.99% of our then outstanding ordinary shares, respectively, following such exercise, excluding for purposes of such determination ordinary shares issuable upon exercise of the warrants which have not been exercised. The number of shares in the third and fourth columns do not reflect this limitation. The Selling Securityholder may sell all, some or none of its shares in this offering. See “Plan of Distribution.”

Name of Selling Securityholder

Number of Ordinary Shares Owned Prior to Offering

Maximum Number of Ordinary Shares to be Sold Pursuant to this Prospectus

Number of Ordinary Shares Owned After Offering

Armistice Capital Master Fund Ltd. (1)

5,146,026

(1) Consists of pre-funded warrants to purchase 616,026 ordinary shares and common warrants to purchase 4,530,000 ordinary shares issued in our recent private placement (pre-funded warrants are subject to a 9.99% blocker and common warrants are subject to a 4.99% blocker). The address for Armistice Capital Master Fund Ltd. is c/o 510 Madison Avenue, 7th Floor, New York, NY 10022.

MARKET PRICE AND DIVIDENDS ON ORDINARY SHARES AND RELATED SHAREHOLDER MATTERS

Currently, our ordinary shares are listed on the Nasdaq Capital Market under the symbol “GTEC.”

As of the date of this prospectus, there are 11 holders of record of our ordinary shares.

We have not paid any cash dividends on our ordinary shares and do not plan to pay any cash dividends on our ordinary shares in the foreseeable future. Our board of directors will determine our future dividend policy on the basis of many factors, including results of operations, capital requirements, and general business conditions.

FORWARD-LOOKING STATEMENTS

This prospectus, any accompanying prospectus supplement and the documents incorporated by reference may contain and refer to certain statements that are not historical facts that contain “forward-looking statements” within the meaning of the Securities Act, and Section 21E of the Exchange Act. These forward-looking statements represent our goals, beliefs, plans and expectations about our prospects for the future and other future events. Such statements involve certain risks, uncertainties and assumptions. Specifically, these forward-looking statements may include statements relating to:

● the future financial performance of the Company;

● changes in the market for Zhongchai Holding’s products;

● expansion plans and opportunities; and

● other statements preceded by, followed by or that include the words “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.

These forward-looking statements are based on information available as of the date of this prospectus and our management’s current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside our control. Accordingly, forward-looking statements should not be relied upon as representing Greenland’s views as of any subsequent date. Greenland does not undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

Although we believe that our plans, intentions, and expectations reflected in or suggested by the forward-looking statements we make in this prospectus are reasonable, we can give no assurance that these plans, intentions, or expectations will be achieved. As a result of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Factors that could cause our actual performance, future results and actions to differ materially from any forward-looking statements include, but are not limited to, those discussed under the heading “Risk Factors” in any of our filings with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act. In addition, there is uncertainty about the future development of the COVID-19 pandemic and the impact it may continue to have on the Company’s operations, the demand for the Company’s products, global supply chains and economic activity in general. The forward-looking statements in this prospectus, the applicable prospectus supplement or any amendments thereto and the information incorporated by reference in this prospectus represent our views as of the date such statements are made. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date such statements are made. Except as required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

PLAN OF DISTRIBUTION

The Selling Securityholder of the securities and any of its pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the principal trading market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Securityholder may use any one or more of the following methods when selling securities:

● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

● 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;

● purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

● an exchange distribution in accordance with the rules of the applicable exchange;

● privately negotiated transactions;

● settlement of short sales;

● in transactions through broker-dealers that agree with the Selling Securityholder to sell a specified number of such securities at a stipulated price per security;

● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

● a combination of any such methods of sale; or

● any other method permitted pursuant to applicable law.

The Selling Securityholder may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Securityholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Securityholder (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

In connection with the sale of the securities or interests therein, the Selling Securityholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Securityholder may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Securityholder may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Securityholder and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The Selling Securityholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities, as of the date of this prospectus.

The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the Selling Securityholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

DESCRIPTION OF SECURITIES TO BE REGISTERED

We are incorporated as a British Virgin Islands company limited by shares, and our affairs are governed by our memorandum and articles of association currently in effect (the “Memorandum and Articles of Association”) and the laws of the British Virgin Islands.

Our authorized shares consist of an unlimited number of ~~ordinary~~ shares, no par value per share~~. In addition~~, wedivided ~~may~~into ~~by resolution of~~ the ~~board~~following ~~of directors, without shareholder consent, amend our Memorandum and Articles of Association to create new~~ classes of preferred shares and fix the rights preferences and restrictions of such shares, as the directors of the board of directors in their sole discretion deem fit, which shares may be issued as one or more series.:

As(a) ofOrdinary ~~August 24, 2022, we had 12,579,530 ordinary~~ shares ~~outstanding, held~~ of ~~record~~no bypar ~~11 shareholders.~~value;

(b)

Class A preferred shares of no par value;

(c)

Class B preferred shares of no par value;

(d)

Class C preferred shares of no par value;

(e)

Class D preferred shares of no par value; and

(f)

Class E preferred shares of no par value.

In addition, we may by resolution of the board of directors, without shareholder consent, amend our Memorandum and Articles of Association to create new classes of preferred shares ranking pari passu with shares currently in issue, and fix the rights preferences and restrictions of such shares, as the directors of the board of directors in their sole discretion deem fit, which shares may be issued as one or more series.

As of the date of this prospectus, we have 17,394,226 ordinary shares outstanding, held of record by 14 shareholders. We currently have no preferred shares outstanding.

The following description summarizes the most important terms of our shares. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description of the matters set forth in this section, you should refer to our Memorandum and Articles of Association.

Ordinary Shares

The holders of ordinary shares are entitled to one vote for each share held of record on all matters to be voted on by shareholders.

Holders of ordinary shares do not have any conversion, preemptive or other subscription rights and there will be no sinking fund provisions applicable to the ordinary shares, except that we will provide our public shareholders with the redemption rights set forth in our Memorandum and Articles of Association.

The rights, preferences and privileges of the holders of ordinary shares are subject to those of the holders of any ~~shares of~~ preferred shares we may issue in the future.

Key Provisions of Our Memorandum ~~And~~and Articles of Association ~~And~~and British Virgin Islands Laws Affecting Our Ordinary Shares

The following are summaries of material terms and provisions of our Memorandum and Articles of Association and the BVI Business Companies Act 2004 (as amended), or the BVI Act, insofar as they relate to the material terms of our ordinary shares. This summary is not intended to be complete, and you should read the forms of our Memorandum and Articles of Association.

Voting Rights

Under the BVI Act, the ordinary shares are deemed to be issued when the name of the shareholder is entered in our register of members. Our register of members is maintained by our transfer agent, Continental Stock Transfer & Trust Company, which will enter the name of our shareholders in our register of members. If (a) information that is required to be entered in the register of shareholders is omitted from the register or is inaccurately entered in the register, or (b) there is unreasonable delay in entering information in the register, a shareholder of ours, or any person who is aggrieved by the omission, inaccuracy or delay, may apply to the British Virgin Islands courts for an order that the register be rectified, and the court may either refuse the application or order the rectification of the register, and may direct us to pay all costs of the application and any damages the applicant may have sustained.

Subject to any rights or restrictions attached to any shares, at any general meeting on a show of hands every ordinary shareholder who is present in person (or, in the case of a shareholder being a corporation, by its duly authorized representative) or by proxy will have one vote for 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 unless a poll is demanded. A poll may be demanded by shareholders present in person or by proxy if the shareholder disputes the outcome of the vote on a proposed resolution and the chairman shall cause a poll to be taken.

There is nothing under the laws of the British Virgin Islands which specifically prohibits or restricts the creation of cumulative voting rights for the election of our directors, but cumulative voting for the election of directors is permitted only if expressly provided for in the memorandum or articles of association. We have not made provisions in our Memorandum and Articles of Association for cumulative voting for such elections.

Under British Virgin Islands laws, the voting rights of shareholders are regulated by our Memorandum and Articles of Association and, in certain circumstances, the BVI Act. Our Memorandum and Articles of Association govern matters such as quorum for the transaction of business, rights of shares, and majority votes required to approve any action or resolution at a meeting of the shareholders or board of directors. Unless our Memorandum and Articles of Association otherwise provide, the requisite majority is usually a simple majority of votes cast.

Preemption Rights

British Virgin Islands laws do not make a distinction between public and private companies and some of the protections and safeguards (such as statutory preemption rights) that investors may expect to find in relation to a public company are not provided for under British Virgin Islands laws. ~~There are~~Whilst nothere are preemption rights applicable to the issuance of new shares under ~~either~~ British Virgin Islands ~~laws~~law, orsuch rights only apply where expressly stated in a company’s memorandum and articles of association and our Memorandum and Articles of Association expressly disapplies the statutory preemption rights.

Liquidation Rights

As permitted by British Virgin Islands laws and our Memorandum and Articles of Association, we may be voluntarily liquidated under Part XII of the BVI Act by resolution of directors and resolution of shareholders if our assets are greater than our liabilities and we are able to pay our debts as they fall due.

Modification of Rights

As permitted by British Virgin Islands laws and our Memorandum and Articles of Association, the rights attached to the ordinary shares as specified in our Memorandum and Articles of Association may only be varied by a resolution passed at a meeting by the holders of more than 50% of the ordinary shares present at a duly convened and constituted meeting of the shareholders of the Company holding ordinary shares which were present at the meeting and voted unless otherwise provided by the terms of issue of such class.

Transfer of Shares

Subject to any applicable restrictions set forth in our Memorandum and Articles of Association, any of our shareholders may transfer 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 which our directors may approve.

Share Repurchase

As permitted by the BVI Act and our Memorandum and Articles of Association, shares may be repurchased, redeemed or otherwise acquired by us.

Dividends

Subject to the BVI Act and our Memorandum and Articles of Association, directors may declare dividends at a time and amount they think fit if they are satisfied, on reasonable grounds, that, immediately after distribution of the dividend, 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 carry interest against us.

Board of Directors

We are managed by a board of directors (our “Board”) which currently consists of five directors. Our Memorandum and Articles of Association provide that the minimum number of directors shall be one and there shall be no maximum number of directors.

There are no share ownership qualifications for directors.

Meetings of our Board may be convened at any time deemed necessary by any of our directors.

A meeting of our Board will be quorate if at least a majority of the directors are present or represented by an alternate director. At any meeting of our directors, each director, whether by his or her presence or by his or her alternate, is entitled to one vote.

Questions arising at a meeting of our Board are required to be decided by simple majority votes of the directors present or represented at the meeting. Our Board may also pass unanimous written resolutions without a meeting.

Staggered Board of Directors

Our Memorandum and Articles of Association provide for a staggered Board consisting of two classes of directors. Our directors are appointed by our shareholders and are subject to rotational retirement every two years. The initial terms of office of the Class I and Class II directors have been staggered over a period of two years to ensure that all directors of the company do not face reelection in the same year. However, the directors may by resolution appoint a replacement director to fill a casual vacancy arising on the resignation, disqualification or death of a director. The replacement director will then hold office until the next annual general meeting at which the director he replaces would have been subject to retirement by rotation. There is nothing under the laws of the British Virgin Islands which specifically prohibits or restricts the creation of cumulative voting rights for the election of our directors. Our Memorandum and Articles of Association do not provide for cumulative voting for such elections.

Duties of Directors

British Virgin Islands law provides that each of our directors, in exercising his powers or performing his duties, shall act honestly and in good faith and in what the director believes to be in the best interests of the company. Additionally, the director shall exercise the care, diligence, and skill that a reasonable director would exercise in the same circumstances taking into account the nature of the company, the nature of the decision and the position of the director and his responsibilities. In addition, British Virgin Islands laws provide that a director shall exercise his powers as a director for a proper purpose and shall not act, or agree to the company acting, in a manner that contravenes British Virgin Islands laws or the memorandum or articles of association of the company.

Interested Directors

The BVI Act provides that a director shall, after becoming aware that he is interested in a transaction entered into or to be entered into by the company, disclose that interest to our Board. The failure of a director to disclose that interest does not affect the validity of a transaction entered into by us or the director, so long as the director’s interest was disclosed to the Board prior to our entry into the transaction or was not required to be disclosed (for example where the transaction is between us and the director himself or is otherwise in the ordinary course of business and on usual terms and conditions). As permitted by British Virgin Islands laws and our Memorandum and Articles of Association, a director interested in a particular transaction may vote on it, attend meetings at which it is considered, and sign documents on our behalf which relate to the transaction.

Meetings of Shareholders

If our shareholders want us to hold a shareholder meeting, they may requisition the directors to hold one upon the written request of shareholders entitled to exercise at least 30% of the voting rights in respect of the matter for which the meeting is requested. Under British Virgin Island laws, we may not increase the required percentage to call a meeting above 30%.

Subject to our Memorandum and Articles of Association, the director convening a meeting of members shall give not less than 10 nor more than 60 days’ written notice of such meeting to: (a) those members whose names on the date the notice is given appear as members in the share register of the Company and are entitled to vote at the meeting; and (b) the other directors.

A meeting called by shorter notice than that mentioned above will be valid if shareholders holding at least 90% of the total voting rights on all the matters to be considered at the meeting have waived notice of the meeting and, for this purpose, the presence of a shareholder at the meeting shall constitute a waiver in relation to all the shares which that shareholder holds.

A meeting of shareholders is duly constituted if, at the commencement of the meeting, there are present in person or by proxy not less than 50% of the votes of the shares entitled to vote at the meeting. A quorum may be comprised of a single shareholder or proxy and then such person may pass a resolution of shareholders and a certificate signed by such person accompanied where such person is a proxy by a copy of the proxy instrument shall constitute a valid resolution of shareholders.

Protection of Minority Shareholders

Under the laws of the British Virgin Islands, there is little statutory law for the protection of minority shareholders other than the provisions of the BVI Act dealing with shareholder remedies. One protection under statutory law is that shareholders may bring an action to enforce the BVI Act or our Memorandum and Articles of Association. Shareholders are entitled to have our affairs conducted in accordance with the BVI Act and our Memorandum and Articles of Association.

There are common law rights for the protection of shareholders that may be invoked, largely dependent on English common law, since the common law of the British Virgin Islands is limited. Under the general rule pursuant to English common law known as the rule in Foss v. Harbottle, a court will generally refuse to interfere with the management of a company at the insistence of a minority of its shareholders who express dissatisfaction with the conduct of our affairs by the majority or the Board. However, every shareholder is entitled to have our affairs conducted properly according to British Virgin Islands laws and our constituent documents. As such, if those who control the company have disregarded the requirements of applicable law or the provisions of our Memorandum and Articles of Association, then the courts may grant relief. Generally, the areas in which the courts will intervene are the following: (1) a company is acting or proposing to act illegally or beyond the scope of its authority; (2) the act complained of, although not beyond the scope of the authority, could only be effected if duly authorized by more than the number of votes which have actually been obtained; (3) the individual rights of the plaintiff shareholder have been infringed or are about to be infringed; or; and (4) those who control the company are perpetrating a “fraud on the minority.”

Issuance of Additional Ordinary Shares

Our Memorandum and Articles of Association authorize our Board to issue additional ordinary shares from time to time as our Board shall determine, to the extent of available authorized but unissued shares.

Changes in Authorized Shares

We are authorized to issue an unlimited number of shares, which will have rights, privileges, restrictions and conditions attaching to them as the shares in issue. We may by resolution of directors or shareholders:

●

consolidate and divide all or any of our unissued authorized shares into shares of larger or smaller amount than our existing shares;

●

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

●

create new classes of shares with preferences to be determined by resolution of the Board to amend our Memorandum and Articles of Association to create new classes of shares with such preferences at the time of authorization, although any such new classes of shares, with the exception of the preferred shares, may only be created with prior shareholder approval.

Inspection of Books and Records

Under British Virgin Islands law shareholders of our ordinary shares are entitled, on giving written notice to us, to inspect and make copies or take extracts of our: (a) Memorandum and Articles of Association; (b) register of shareholders; (c) register of directors; and (d) minutes of meetings and resolutions of shareholders and those classes of shareholders of which he is a shareholder.

Subject to our Memorandum and Articles of Association, our directors may, if they are satisfied that it would be contrary to our interest to allow a shareholder to inspect any document, or part of a document as referenced in (b), (c) or (d) above, refuse to permit the shareholder to inspect the document or limit the inspection of the document, including limiting the making of copies or the taking of extracts from the records. Where our directors exercise their powers in these circumstances, they shall notify the shareholder as soon as reasonably practicable.

~~Pre-funded~~ Warrants ~~and Common Warrants~~

~~The~~As ~~ordinary~~of ~~shares~~the ~~described~~date of this prospectus, we have 4,530,000 ~~above~~warrants ~~will~~outstanding, ~~only~~each beexercisable ~~issuable~~to ~~upon~~purchase one Ordinary Share of the Company at an exercise price of ~~all~~$4.49 ~~pre-funded~~per ~~warrants~~share ~~and~~until ~~common~~January ~~warrants~~26, 2028, issued to an investor in July 2022.

The pre-funded warrants will not expire until they are fully exercised and are exercisable at any time until they are fully exercised. The pre-funded warrants will be exercisable, at the option of their holder, in whole or in part by delivering to us a duly executed exercise notice and payment of the exercise price. No fractional shares will be issued in connection with the exercise of a pre-funded warrant. The holder of the pre-funded warrants may also satisfy its obligation to pay the exercise price through a “cashless exercise,” in which the holder receives the net value of the pre-funded warrant in ordinary shares determined according to the formula set forth in the pre-funded warrant. The exercise price of our ordinary shares purchasable upon the exercise of the pre-funded warrants is US$0.001 per share. The exercise price of the pre-funded warrants and the number of ordinary shares issuable upon exercise of the pre-funded warrants is subject to appropriate adjustment in the event of certain share dividends and distributions, share splits, share combinations, reclassifications or similar events affecting our ordinary shares, as well as upon any distribution of assets, including cash, shares or other property, to our shareholders.

The common warrants become exercisable on or after January 27, 2023 and expire on January 26, 2028. The common warrants will be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and payment of the exercise price. No fractional shares will be issued in connection with the exercise of a common warrant. The holder of the common warrants may also satisfy its obligation to pay the exercise price through a “cashless exercise,” in which the holder receives the net value of the warrant in ordinary shares determined according to the formula set forth in the warrant. The exercise price of our ordinary shares purchasable upon the exercise of the warrants is $4.49 per share. The exercise price of the warrants and the number of ordinary shares issuable upon exercise of the common warrants is subject to appropriate adjustment in the event of certain share dividends and distributions, share splits, share combinations, reclassifications or similar events affecting our ordinary shares, as well as upon any distribution of assets, including cash, shares or other property, to our shareholders.

Transfer Agent

The transfer agent for our ~~ordinary~~ ~~shares~~Ordinary isShares is Continental Stock Transfer& Trust Company, located at 1 State Street 30th Floor, New York, NY 10004-1561. Their telephone number is (212) 509-4000.

Listing

Our ~~ordinary~~Ordinary ~~shares~~Shares are listed on ~~the~~ Nasdaq ~~Capital Market~~ under the symbol “GTEC”.

3824

DESCRIPTION OF THE SECURITIES WE ARE OFFERING

Units

We are offering 6,000,000 Units based on an assumed public offering price of $1.08 per Unit, the last reported sale price of our Ordinary Shares as reported on Nasdaq on December 18, 2025, on a firm commitment basis. Each Unit will consist of one Ordinary Share and four-fifths (4/5) of one Warrant, with each whole warrant exercisable to purchase one Ordinary Share. Each combination of five Warrants will be exercisable for four Ordinary Shares, and only whole Warrants are exercisable. The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The Ordinary Shares can each be purchased in this offering only with the accompanying Warrants as part of the Units, but the components of the Units will be immediately separable and will be issued separately in this offering.

Ordinary Shares

The material terms and provisions of our Ordinary Shares are described under the caption “Description of Shares” in this prospectus.

Warrants

The following summary of certain terms and provisions of each of the Warrants offered hereby is not complete and is subject to, and qualified in its entirety by, the provisions of the form of Warrants, which were filed as exhibit 4.2 to the registration statement of which this prospectus forms a part. Prospective investors should carefully review the terms and provisions set forth in the applicable form of Warrants.

Exercise Price and Duration. The Warrants will have a three-year term, will be immediately exercisable upon issuance, and have an initial exercise price of $1.08 per share.

If, at the time a holder exercises its Warrants, a registration statement registering the issuance of the Ordinary Shares underlying the Warrants under the Securities Act is not then effective or available for the issuance of such shares, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of Ordinary Shares determined according to a formula set forth in the Warrant.

Whether or not an effective registration statement or prospectus is available, the Warrants may also be exercised in whole or in part by means of a “zero price exercise,” in which the holder will be entitled to receive such number of Ordinary Shares equal to the number of Ordinary Shares that would be issuable upon exercise of the Warrants if such exercise were by means of a cash exercise rather than a cashless exercise.

As a result of the zero price exercise option, we do not expect to receive any cash proceeds from the exercise of the Warrants, because it is highly unlikely that holders of Warrants would wish to pay an exercise price to receive one Ordinary Share when they could choose the zero exercise price option and pay no additional consideration to receive the share.

Exercise Limitation. A holder will not have the right to exercise any portion of the Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% (or, upon election of the holder, 9.99%) of the number of our Ordinary Shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrants. However, any holder may increase or decrease such percentage (up to 9.99%), provided that any increase will not be effective until the 61st day after such election. It is the responsibility of the holder to determine whether any exercise would exceed the exercise limitation.

Transferability. Subject to applicable laws, the Warrants may be offered for sale, sold, transferred or assigned without our consent.

Absence of Trading Market. There is no established trading market for the Warrants and we do not expect a market to develop. In addition, we do not intend to apply for the listing of the Warrants on any national securities exchange or other trading market. Without an active trading market, the liquidity of the Warrants will be limited.

Fundamental Transactions. In the event of a fundamental transaction, generally including any reorganization, recapitalization or reclassification of our Ordinary Shares, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation, merger, amalgamation or arrangement with or into another person, the acquisition of more than 50% of our outstanding Ordinary Shares, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding Ordinary Shares, the holder will have the right to receive, for each share of Ordinary Shares that would have been issuable upon such exercise immediately prior to the occurrence of such fundamental transaction, the number of shares of the successor or acquiring corporation or of us if we are the surviving corporation, and any additional consideration receivable as a result of such fundamental transaction by a holder of the number of shares for which the Warrant was exercisable immediately prior to such fundamental transaction. The holders of the Warrants may also require us to purchase the Warrants from the holders by paying to each holder an amount equal to the Black Scholes value of the remaining unexercised portion of the Warrants on the date of the fundamental transaction.

No Rights as a Shareholder. Except as otherwise provided in the Warrants or by virtue of such holder’s ownership of our Ordinary Shares, the holder of Warrants does not have the rights or privileges of a holder of our Ordinary Shares, including any voting rights, until the holder exercises the Warrant.

MATERIAL INCOME TAX CONSIDERATIONS

People’s Republic of China Taxation

We are a holding company incorporated in the British Virgin Islands and receive income by way of dividends paid to us from our subsidiaries, including our PRC subsidiaries. The Enterprise Income Tax Law of the PRC (the “EIT Law”) and its implementation rules provide that PRC-sourced income of foreign enterprises, such as dividends paid by a PRC subsidiary to its equity holders that are non-resident enterprises, will normally be subject to PRC withholding tax at a rate of 10%, unless any such foreign investor’s jurisdiction of incorporation has a tax treaty with China that provides for a preferential tax rate or a tax exemption.

Under the EIT Law, an enterprise established outside of China with a “de facto management body” within China is considered a “resident enterprise,” which means that it is treated in a manner similar to a PRC domestic enterprise for enterprise income tax purposes. Although the implementation rules of the EIT Law define “de facto management body” as a managing body that actually, comprehensively manage and control the production and operation, staff, accounting, property, and other aspects of an enterprise, the only official guidance for this definition currently available is set forth in SAT Circular 82, which provides guidance on the determination of the tax residence status of a PRC-controlled offshore incorporated enterprise, defined as an enterprise that is incorporated under the laws of a foreign country or territory and that has a PRC enterprise or enterprise group as its primary controlling shareholder. Although the Company does not have a PRC enterprise or enterprise group as our primary controlling shareholder and is therefore not a PRC-controlled offshore incorporated enterprise within the meaning of SAT Circular 82, in the absence of guidance specifically applicable to us, we have applied the guidance set forth in SAT Circular 82 to evaluate the tax residence status of the Company and its subsidiaries organized outside of China.

According to SAT Circular 82, a PRC-controlled offshore incorporated enterprise will be regarded as a PRC tax resident by virtue of having a “de facto management body” in China and will be subject to PRC enterprise income tax on its worldwide income only if all of the following criteria are met: (i) the places where senior management and senior management departments that are responsible for daily production, operation and management of the enterprise perform their duties are mainly located within the territory of China; (ii) financial decisions (such as money borrowing, lending, financing and financial risk management) and personnel decisions (such as appointment, dismissal and salary and wages) are decided or need to be decided by organizations or persons located within the territory of China; (iii) main property, accounting books, corporate seal, the board of directors and files of the minutes of shareholders’ meetings of the enterprise are located or preserved within the territory of China; and (iv) one half (or more) of the directors or senior management staff having the right to vote habitually reside within the territory of China.

We believe that we do not meet some of the conditions outlined in the immediately preceding paragraph. For example, the records of the Company, including the resolutions and meeting minutes of our board of directors and the resolutions and meeting minutes of our shareholders, are located and maintained outside China, same as our non-PRC subsidiaries. In addition, we are not aware of any offshore holding companies with a corporate structure similar to ours that has been deemed a PRC “resident enterprise” by the PRC tax authorities. Accordingly, we believe that the Company and its offshore subsidiaries should not be treated as a “resident enterprise” for PRC tax purposes if the criteria for “de facto management body” as set forth in SAT Circular 82 were deemed applicable to us. As the tax residency status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body” as applicable to our offshore entities, however, we will continue to monitor our tax status.

If the PRC tax authorities determine that the Company is a PRC resident enterprise for enterprise income tax purposes, we may be required to withhold a 10% withholding tax from any dividends we pay to our shareholders that are non- resident enterprises. In addition, non-resident enterprise shareholders may be subject to a 10% PRC withholding tax on gains realized on the sale or other disposition of our Ordinary Shares, if such income is treated as sourced from within the PRC. It is unclear whether our non-PRC individual shareholders would be subject to any PRC tax on dividends or gains obtained by such non-PRC individual shareholders in the event we are determined to be a PRC resident enterprise. If any PRC tax were to apply to dividends or gains realized by non-PRC individuals, it would generally apply at a rate of 20% unless a reduced rate is available under an applicable tax treaty. It is also unclear, however, whether our non-PRC shareholders would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. There is no guidance from the PRC government to indicate whether or not any tax treaties between the PRC and other countries would apply in circumstances where a non-PRC company was deemed to be a PRC tax resident, and thus there is no basis for expecting how tax treaty between the PRC and other countries may impact non-resident enterprises. See “Item 1A. Risk Factors — Risks Related to Doing Business in China — Under the PRC EIT Law, we may be classified as a ‘Resident Enterprise’ of China. Any classification as such will likely result in unfavorable tax consequences to us and our non-PRC shareholders” on page 30 of the November 2025 Quarterly Report.

Provided that the Company is not deemed to be a PRC resident enterprise, holders of our Ordinary Shares who are not PRC residents will not be subject to PRC income tax on dividends distributed by us or gains realized from the sale or other disposition of our shares. However, under SAT Bulletin 7, where a non-resident enterprise conducts an “indirect transfer” by transferring taxable assets, including, in particular, equity interests in a PRC resident enterprise, indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise, being the transferor, or the transferee or the PRC entity which directly owned such taxable assets may report to the relevant tax authority such indirect transfer. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding, or deferring PRC tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax, and the transferee or other person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. We and our non-PRC resident investors may be at risk of being required to file a return and being taxed under SAT Bulletin 7, and we may be required to expend valuable resources to comply with SAT Bulletin 7, or to establish that we should not be taxed under that bulletin.

Hong Kong Taxation

No tax is imposed in Hong Kong in respect of capital gains from the sale of property, such as our Ordinary Shares. Generally, gains arising from disposal of the Ordinary Shares which are held more than two years are considered capital in nature. However, trading gains from the sale of property by persons carrying on a trade, profession or business in Hong Kong where such gains are derived from or arise in Hong Kong from such trade, profession or business will be chargeable to Hong Kong profit tax. Liability for Hong Kong profits tax would therefore arise in respect of trading gains from the sale of Ordinary Shares realized by persons in the course of carrying on a business of trading or dealing in securities in Hong Kong where the purchase or sale contracts are effected (being negotiated, concluded and/or executed) in Hong Kong. Effective from April 1, 2018, profits tax is levied on a two-tiered profits tax rate basis, with the first HK$2 million of profits being taxed at 8.25% for corporations and 7.5% for unincorporated businesses, and profits exceeding the first HK$2 million being taxed at 16.5% for corporations and 15% for unincorporated businesses.

In addition, Hong Kong does not impose withholding tax on gains derived from the sale of stock in Hong Kong companies and does not impose withholding tax on dividends paid outside of Hong Kong by Hong Kong companies. Accordingly, investors will not be subject to Hong Kong withholding tax with respect to a disposition of their Ordinary Shares or with respect to the receipt of dividends on their Ordinary Shares, if any. No income tax treaty relevant to the acquiring, withholding or dealing in the Ordinary Shares exists between Hong Kong and the United States.

British Virgin Islands Taxation

The British Virgin Islands currently levies no taxes on individuals or corporations based upon profits, income, gains, or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the Government of the British Virgin Islands except for stamp duties which may be applicable on instruments executed in, or after execution brought within the jurisdiction of the British Virgin Islands. No stamp duty is payable in the British Virgin Islands on the issue of shares by, or any transfers of shares of, British Virgin Islands companies (except those which hold interests in land in the British Virgin Islands). The British Virgin Islands is not party to any double tax treaties that are applicable to any payments made to or by us. There are no exchange control regulations or currency restrictions in the British Virgin Islands.

Payments of dividends and capital in respect of our Ordinary Shares will not be subject to taxation in the British Virgin Islands and no withholding will be required on the payment of a dividend or capital to any holder of our Ordinary Shares, as the case may be, nor will gains derived from the disposal of our Ordinary Shares be subject to British Virgin Islands income or corporation tax.

United States Federal Income Taxation

The following is a summary of the material U.S. federal income tax considerations arising from and relating to the acquisition, ownership and disposition of the Ordinary Shares acquired pursuant to this prospectus, the exercise, disposition, and lapse of the Warrants acquired pursuant to this prospectus, and the acquisition, ownership, and disposition of the Ordinary Shares received upon exercise of the Warrants (the “Warrant Shares”). The Ordinary Shares, Warrants and Warrant Shares may be referred to in this summary as the “securities.”

This discussion is limited to certain U.S. federal income tax considerations to beneficial owners of our securities who are initial purchasers of our Ordinary Shares and Warrants pursuant to this offering and hold our securities as capital assets within the meaning of Section 1221(a) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) (generally, property held for investment). This discussion assumes that the Ordinary Shares and Warrants are separate and that any distributions made (or deemed made) by us on the Ordinary Shares and any consideration received (or deemed received) by a holder in consideration for the sale or other disposition of our securities will be in U.S. dollars. This discussion is a summary only and does not consider all aspects of U.S. federal income taxation that may be relevant to the acquisition, ownership and disposition of our securities by a prospective investor in light of its particular circumstances or that is subject to special rules under the U.S. federal income tax laws, including, but not limited to:

	●	banks;

	●	financial institutions;

	●	insurance companies;

	●	regulated investment companies;

	●	real estate investment trusts;

	●	broker-dealers;

	●	persons that elect to mark their securities to market;

	●	U.S. expatriates or former long-term residents of the U.S.;

	●	governments or agencies or instrumentalities thereof;

	●	tax-exempt entities;

	●	persons liable for alternative minimum tax;

	●	persons holding our securities as part of a straddle, hedging, conversion or integrated transaction;

	●	persons that actually or constructively own 10% or more of our voting power or value (including by reason of owning our securities);

	●	persons who acquired our securities pursuant to the exercise of any employee share option or otherwise as compensation;

	●	persons holding our securities s through partnerships or other pass-through entities;

	●	beneficiaries of a Trust holding our securities; or

	●	persons holding our securities through a Trust.

The discussion set forth below is addressed only to U.S. Holders (defined below) that purchase our securities. Prospective purchasers are urged to consult their own tax advisors about the application of the U.S. federal income tax rules to their particular circumstances as well as the state, local, foreign, and other tax consequences to them of the purchase, ownership, and disposition of our securities.

Material Tax Consequences Applicable to U.S. Holders of Our Securities

The following brief summary sets forth the material U.S. federal income tax consequences related to the ownership and disposition of our securities. It is directed to U.S. Holders of our securities and is based upon laws and relevant interpretations thereof in effect as of the date of this prospectus, all of which are subject to change. This brief description does not deal with all possible tax consequences relating to ownership and disposition of our securities or U.S. tax laws, other than the U.S. federal income tax laws, such as the tax consequences under non-U.S. tax laws, state, local, and other tax laws.

The following brief description applies only to U.S. Holders that hold securities as capital assets and that have the U.S. dollar as their functional currency. This brief description is based on the federal income tax laws of the United States in effect as of the date of this prospectus and on U.S. Treasury regulations in effect or, in some cases, proposed, as of the date of this prospectus, as well as judicial and administrative interpretations thereof available on or before such date. All of the foregoing authorities are subject to change, which change could apply retroactively and could affect the tax consequences described below.

The brief description below of the U.S. federal income tax consequences to “U.S. Holders” will apply to you if you are a beneficial owner of securities and you are, for U.S. federal income tax purposes,

	●	an individual who is a citizen or resident of the United States;

	●	a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the United States, any state thereof or the District of Columbia;

	●	an estate whose income is subject to U.S. federal income taxation regardless of its source; or

	●	a trust that (1) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

Passive Foreign Investment Company (“PFIC”) Consequences

A non-U.S. corporation is considered a PFIC, as defined in Section 1297(a) of the U.S. Internal Revenue Code, for any taxable year if either:

	●	at least 75% of its gross income for such taxable year is passive income; or

	●	at least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income (the “asset test”).

Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business), and gains from the disposition of passive assets. We will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25% (by value) of the stock. In determining the value and composition of our assets for purposes of the PFIC asset test, the value of our assets must be determined based on the market value of our Ordinary Shares from time to time, which could cause the value of our non-passive assets to be less than 50% of the value of all of our assets on any particular quarterly testing date for purposes of the asset test.

Based on our operations and the composition of our assets we believe we are not a PFIC under the current PFIC rules for the fiscal year ending December 31, 2025. We must make a separate determination each year as to whether we are a PFIC, however, and there can be no assurance with respect to our status as a PFIC for our current taxable year or any future taxable year. Depending on the amount of assets held for the production of passive income, it is possible that, for our current taxable year or for any subsequent taxable year, more than 50% of our assets may be assets held for the production of passive income. We will make this determination following the end of any particular tax year. In addition, because the value of our assets for purposes of the asset test will generally be determined based on the market price of our Ordinary Shares, our PFIC status will depend in large part on the market price of our Ordinary Shares. Accordingly, fluctuations in the market price of the Ordinary Shares may cause us to become a PFIC. In addition, the application of the PFIC rules is subject to uncertainty in several respects and the composition of our income and assets will be affected by how, and how quickly, we spend our liquid assets. We are under no obligation to take steps to reduce the risk of our being classified as a PFIC, and as stated above, the determination of the value of our assets will depend upon material facts (including the market price of our Ordinary Shares from time to time) that may not be within our control. If we are a PFIC for any year during which you hold Ordinary Shares, we will continue to be treated as a PFIC for all succeeding years during which you hold Ordinary Shares. If we cease to be a PFIC and you did not previously make a timely “mark-to-market” election as described below, you may still avoid some of the adverse effects of the PFIC regime by making a “purging election” (as described below) with respect to the Ordinary Shares.

If we are a PFIC for your taxable year(s) during which you hold Ordinary Shares, you will be subject to special tax rules with respect to any “excess distribution” that you receive and any gain you realize from a sale or other disposition (including a pledge) of the Ordinary Shares, unless you make a “mark-to-market” election as discussed below. Distributions you receive in a taxable year that are greater than 125% of the average annual distributions you received during the shorter of the three preceding taxable years or your holding period for the Ordinary Shares will be treated as an excess distribution. Under these special tax rules:

	●	the excess distribution or gain will be allocated ratably over your holding period for the Ordinary Shares;

	●	the amount allocated to your current taxable year, and any amount allocated to any of your taxable year(s) prior to the first taxable year in which we were a PFIC, will be treated as ordinary income, and

	●	the amount allocated to each of your other taxable year(s) will be subject to the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

The tax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale of the Ordinary Shares cannot be treated as capital, even if you hold the Ordinary Shares as capital assets.

A U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election under Section 1296 of the U.S. Internal Revenue Code for such stock to elect out of the tax treatment discussed above. If you make a mark-to-market election for first taxable year which you hold (or are deemed to hold) Ordinary Shares and for which we are determined to be a PFIC, you will include in your income each year an amount equal to the excess, if any, of the fair market value of the Ordinary Shares as of the close of such taxable year over your adjusted basis in such Ordinary Shares, which excess will be treated as ordinary income and not capital gain. You are allowed an ordinary loss for the excess, if any, of the adjusted basis of the Ordinary Shares over their fair market value as of the close of the taxable year. Such ordinary loss, however, is allowable only to the extent of any net mark-to-market gains on the Ordinary Shares included in your income for prior taxable years. Amounts included in your income under a mark-to-market election, as well as gain on the actual sale or other disposition of the Ordinary Shares, are treated as ordinary income. Ordinary loss treatment also applies to any loss realized on the actual sale or disposition of the Ordinary Shares, to the extent that the amount of such loss does not exceed the net mark-to-market gains previously included for such Ordinary Shares. Your basis in the Ordinary Shares will be adjusted to reflect any such income or loss amounts. If you make a valid mark-to-market election, the tax rules that apply to distributions by corporations which are not PFICs would apply to distributions by us, except that the lower applicable capital gains rate for qualified dividend income discussed below under “- Dividends and Other Distributions” generally would not apply.

The mark-to-market election is available only for “marketable stock,” which is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange or other market (as defined in applicable U.S. Treasury regulations), including Nasdaq. If the Ordinary Shares are regularly traded on Nasdaq and if you are a holder of Ordinary Shares, the mark-to-market election would be available to you were we to be or become a PFIC.

Alternatively, a U.S. Holder of stock in a PFIC may make a “qualified electing fund” election under Section 1295(b) of the U.S. Internal Revenue Code with respect to such PFIC to elect out of the tax treatment discussed above. A U.S. Holder who makes a valid qualified electing fund election with respect to a PFIC will generally include in gross income for a taxable year such holder’s pro rata share of the corporation’s earnings and profits for the taxable year. The qualified electing fund election, however, is available only if such PFIC provides such U.S. Holder with certain information regarding its earnings and profits as required under applicable U.S. Treasury regulations. We do not currently intend to prepare or provide the information that would enable you to make a qualified electing fund election. If you hold Ordinary Shares in any taxable year in which we are a PFIC, you will be required to file U.S. Internal Revenue Service Form 8621 in each such year and provide certain annual information regarding such Ordinary Shares, including regarding distributions received on the Ordinary Shares and any gain realized on the disposition of the Ordinary Shares.

If you do not make a timely “mark-to-market” election (as described above), and if we were a PFIC at any time during the period you hold our Ordinary Shares, then such Ordinary Shares will continue to be treated as stock of a PFIC with respect to you even if we cease to be a PFIC in a future year, unless you make a “purging election” for the year we cease to be a PFIC. A “purging election” creates a deemed sale of such Ordinary Shares at their fair market value on the last day of the last year in which we are treated as a PFIC. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, you will have a new basis (equal to the fair market value of the Ordinary Shares on the last day of the last year in which we are treated as a PFIC) and holding period (which new holding period will begin the day after such last day) in your Ordinary Shares for tax purposes.

IRC Section 1014(a) provides for a step-up in basis to the fair market value for our Ordinary Shares when inherited from a decedent that was previously a holder of our Ordinary Shares. However, if we are determined to be a PFIC and a decedent that was a U.S. Holder did not make either a timely qualified electing fund election for our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) our Ordinary Shares, or a mark-to-market election and ownership of those Ordinary Shares are inherited, a special provision in IRC Section 1291(e) provides that the new U.S. Holder’s basis should be reduced by an amount equal to the Section 1014 basis minus the decedent’s adjusted basis just before death. As such if we are determined to be a PFIC at any time prior to a decedent’s passing, the PFIC rules will cause any new U.S. Holder that inherits our Ordinary Shares from a U.S. Holder to not get a step-up in basis under Section 1014 and instead will receive a carryover basis in those Ordinary Shares.

Application of PFIC Rules to the Warrants

The U.S. federal income tax treatment of the Warrants under the PFIC rules is unclear. A Warrant generally will not be treated as stock of the Company for PFIC purposes. Therefore, an election to make a Qualified Electing Fund (“QEF”) Election or a Mark-to-Market Election with respect to the Ordinary Shares generally would not apply to the Warrants. This treatment may be altered if the U.S. Holder has a QEF election in place with respect to the Ordinary Shares. However, there is no assurance that the IRS will agree with this conclusion. U.S. Holders of Warrants are urged to consult their own tax advisors regarding the application of the PFIC rules to their Warrants.

You are urged to consult your tax advisors regarding the application of the PFIC rules to your investment in our securities and the elections discussed above.

Allocation of Purchase Price

The purchase price for each Unit will be allocated between the components (a combination of an Ordinary Share and the Warrant) in proportion to their relative fair market values at the time such securities are purchased by the U.S. Holder. This allocation of the purchase price will establish a U.S. Holder’s initial tax basis for U.S. federal income tax purposes in each component of the combination. The U.S. Holder must make its own determination of such value based on all the relevant facts and circumstances. The price allocated to each component should constitute the holder’s initial tax basis in that component, respectively.

Dividends and Other Distributions

As of the date of this prospectus, we have not issued dividends or other distributions on our Ordinary Shares. In the event that we do make distributions of cash or other property in the future, the following tax considerations will apply, subject to the PFIC rules discussed above. The gross amount of distributions made by us to you with respect to the Ordinary Shares (including the amount of any taxes withheld therefrom) will generally be includable in your gross income as dividend income on the date of receipt by you, but only to the extent that the distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). With respect to corporate U.S. Holders, the dividends will not be eligible for the dividends-received deduction allowed to corporations in respect of dividends received from other U.S. corporations.

With respect to non-corporate U.S. Holders, including individual U.S. Holders, dividends will be taxed at the lower capital gains rate applicable to qualified dividend income, provided that (1) the Ordinary Shares are readily tradable on an established securities market in the United States, or we are eligible for the benefits of an approved qualifying income tax treaty with the United States that includes an exchange of information program, (2) we are not a PFIC for either our taxable year in which the dividend is paid or the preceding taxable year, and (3) certain holding period requirements are met. Because there is an income tax treaty between the United States and the British Virgin Islands, clause (1) is satisfied due to the tax treaty and that the Ordinary Shares are readily tradable on an established securities market in the United States. Under U.S. Internal Revenue Service authority, Ordinary Shares are considered for purpose of clause (1) above to be readily tradable on an established securities market in the United States if they are listed on certain exchanges, which presently includes the NYSE and Nasdaq. Should you receive any distributions of cash or other property on our Ordinary Shares in the future, you are strongly encouraged to consult your tax advisors regarding the availability of the lower rate for dividends paid with respect to our Ordinary Shares, including the effects of any change in law after the date of this prospectus.

Dividends will constitute foreign source income for foreign tax credit limitation purposes. If the dividends are taxed as qualified dividend income (as discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will be limited to the gross amount of the dividend, multiplied by the reduced rate divided by the highest rate of tax normally applicable to dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by us with respect to our Ordinary Shares will constitute “passive category income” but could, in the case of certain U.S. Holders, constitute “general category income.”

To the extent that the amount of the distribution exceeds our current and accumulated earnings and profits (as determined under U.S. federal income tax principles), it will be treated first as a tax-free return of your tax basis in your Ordinary Shares, and to the extent the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain. We do not intend to calculate our earnings and profits under U.S. federal income tax principles. Therefore, a U.S. Holder should expect that a distribution will be treated as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above.

Disposition of our Securities

Subject to the PFIC rules discussed above, you will recognize taxable gain or loss on any sale, exchange, or other taxable disposition of a security equal to the difference between the amount realized (in U.S. dollars) for the securities and your tax basis (in U.S. dollars) in the securities. The gain or loss will be capital gain or loss. If you are a non-corporate U.S. Holder, including an individual U.S. Holder, who has held the securities for more than one year, you will generally be eligible for reduced tax rates. The deductibility of capital losses is subject to limitations. Any such gain or loss that you recognize will generally be treated as United States source income or loss for foreign tax credit limitation purposes which will generally limit the availability of foreign tax credits.

Exercise, Lapse, or Redemption of a Warrant

Except as discussed below with respect to the cashless exercise of a Warrant, a U.S. Holder generally will not recognize gain or loss upon the acquisition of an Ordinary Share on the exercise of a Warrant for cash. A U.S. Holder’s initial tax basis in an Ordinary Share received upon exercise of the Warrant generally will equal the sum of the U.S. Holder’s initial investment in the Warrant (that is, the portion of the U.S. Holder’s purchase price that is allocated to the Warrant, as described above under “Allocation of Purchase Price”) and the exercise price of such Warrant. A U.S. Holder’s holding period for an Ordinary Share received upon exercise of the Warrant will commence on the day following the date of exercise of the Warrant and will not include the period during which the U.S. Holder held the Warrant. If a Warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such holder’s tax basis in the Warrant.

The tax consequences of a cashless exercise of a Warrant are not clear under current law. A cashless exercise may not be taxable, either because the exercise is not a realization event or because the exercise is treated as a “recapitalization” for U.S. federal income tax purposes. In either situation, a U.S. Holder’s tax basis in our Ordinary Shares received generally would equal the U.S. Holder’s tax basis in the Warrants exercised therefor. If the cashless exercise were not a realization event, it is unclear whether a U.S. Holder’s holding period for our Ordinary Shares will commence on the date of exercise of the Warrant or the day following the date of exercise of the Warrant. If the cashless exercise were treated as a recapitalization, the holding period of our Ordinary Shares would include the holding period of the Warrants exercised therefore. It is also possible that a cashless exercise could be treated in whole or in part as a taxable exchange in which gain or loss would be recognized.

Alternative characterizations are also possible. Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise, there can be no assurance which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their tax advisors regarding the tax consequences of a cashless exercise, especially in light of the PFIC rules.

Possible Constructive Distributions

Depending on the circumstances, certain adjustments to the Warrants may be treated as constructive distributions. An adjustment which has the effect of preventing dilution pursuant to a bona fide reasonable adjustment formula generally is not taxable. The U.S. Holders of the Warrants would, however, be treated as receiving a constructive distribution from us if, for example, the adjustment increases the Warrant holders’ proportionate interest in our assets or earnings and profits (e.g., through an increase in the number of Ordinary Shares that would be obtained upon exercise or through a decrease to the exercise price) as a result of a taxable distribution of cash or other property to the holders of our Ordinary Shares. Any such constructive distribution would generally be subject to tax as described under “Dividends and Other Distributions” above in the same manner as if the U.S. Holders of the Warrants received a cash distribution from us equal to the fair market value of such increased interest resulting from the adjustment.

Information Reporting and Backup Withholding

Dividend payments with respect to our Ordinary Shares and proceeds from the sale, exchange, or redemption of our Ordinary Shares may be subject to information reporting to the U.S. Internal Revenue Service and possible U.S. backup withholding under Section 3406 of the U.S. Internal Revenue Code with at a current flat rate of 24%. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification on U.S. Internal Revenue Service Form W-9 or who is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status generally must provide such certification on U.S. Internal Revenue Service Form W-9. U.S. Holders are urged to consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the U.S. Internal Revenue Service and furnishing any required information. We do not intend to withhold taxes for individual shareholders. Transactions effected through certain brokers or other intermediaries, however, may be subject to withholding taxes (including backup withholding), and such brokers or intermediaries may be required by law to withhold such taxes.

Under the Hiring Incentives to Restore Employment Act of 2010, certain U.S. Holders are required to report information relating to our Ordinary Shares, subject to certain exceptions (including an exception for Ordinary Shares held in accounts maintained by certain financial institutions), by attaching a complete Internal Revenue Service Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold Ordinary Shares.

Transfer Reporting Requirements

A U.S. Holder (including a U.S. tax-exempt entity) that transfers cash in exchange for equity of a newly created non-U.S. corporation may be required to file IRS Form 926 or a similar form with the IRS if (i) such person owned, directly or by attribution, immediately after the transfer at least 10% by vote or value of the corporation or (ii) if the transferred cash, when aggregated with all transfers made by such person (or any related person) within the preceding 12 month period, exceeds US$100,000. U.S. Holders should consult their tax advisors regarding the applicability of this requirement to their acquisition of our securities.

UNDERWRITING

Joseph Stone Capital, LLC is acting as representative of the underwriters. Subject to the terms and conditions of an underwriting agreement between us and the representative, we have agreed to sell to each underwriter named below, and each underwriter named below has severally agreed to purchase, at the public offering price less the underwriting discount set forth on the cover page of this prospectus, the number of Units listed next to its name in the following table:

Underwriter		Number of Units
Joseph Stone Capital, LLC
Total

The underwriters are committed to purchase all the Units offered by us, if they purchase any Units. The obligations of the underwriters may be terminated upon the occurrence of certain events specified in the underwriting agreement. Furthermore, pursuant to the underwriting agreement, the underwriters’ obligations are subject to customary conditions, representations and warranties contained in the underwriting agreement, such as receipt by the underwriters of officers’ certificates and legal opinions.

We have agreed to indemnify the underwriters against specified liabilities, including liabilities under the Securities Act, and to contribute to payments the underwriters may be required to make in respect thereof.

The underwriters are offering the Units, Ordinary Shares, and Warrants subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel and other conditions specified in the underwriting agreement. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Discounts and Reimbursement

The following table shows the public offering price, underwriting discount and proceeds, before expenses, to us.

		Per Unit
Public offering price		$
Underwriting discount (4%)		$
Non-accountable expense allowance (1%)⁽¹⁾		$
Proceeds, before expenses, to us		$

(1) We have agreed to pay a non-accountable expense allowance to the underwriters equal to 1.0% of the gross proceeds received in this offering.

The underwriters propose to offer the Units to the public at the public offering price set forth on the cover of this prospectus. In addition, the underwriters may offer some of the Units to other securities dealers at such price less a concession not in excess of $ per Unit. If all of the Units offered by us are not sold at the public offering price, the underwriters may change the offering price and other selling terms by means of a supplement to this prospectus.

We have also agreed to pay up to $180,000 of the underwriters’ actual expenses relating to the offering, including legal expenses.

We estimate that the total expenses of the offering payable by us, excluding the discount and non-accountable expense allowance, will be approximately $418,000.

Discretionary Accounts

The underwriters do not intend to confirm sales of the securities offered hereby to any accounts over which they have discretionary authority.

Lock-Up Agreements

Pursuant to “lock-up” agreements, our executive officers and directors and shareholders holding at least 10% of our outstanding Ordinary Shares have agreed, subject to certain exceptions, without the prior written consent of the representative not to directly or indirectly offer to sell, sell, pledge or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the transfer or disposition by any person at any time in the future of) our Ordinary Shares, or enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of our Ordinary Shares, for a period of three months from the date of this prospectus.

Electronic Offer, Sale and Distribution of Securities

A prospectus in electronic format may be made available on the websites maintained by one or more of the underwriters or selling group members. The underwriters may agree to allocate a number of securities to underwriter and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that will make internet distributions on the same basis as other allocations. Other than the prospectus in electronic format, the information on these websites is not part of, nor incorporated by reference into, this prospectus or the registration statement of which this prospectus forms a part, has not been approved or endorsed by us, and should not be relied upon by investors.

Stabilization

In connection with this offering, the underwriters may engage in stabilizing transactions, syndicate-covering transactions, penalty bids and purchases to cover positions created by short sales.

Stabilizing transactions permit bids to purchase shares so long as the stabilizing bids do not exceed a specified maximum, and are engaged in for the purpose of preventing or retarding a decline in the market price of the shares while the offering is in progress.

Syndicate covering transactions involve purchases of shares in the open market after the distribution has been completed in order to cover syndicate short positions. A naked short position is more likely to be created if the underwriter is concerned that after pricing there could be downward pressure on the price of the shares in the open market that could adversely affect investors who purchase in the offering.

Penalty bids permit the underwriter to reclaim a selling concession from a syndicate member when the shares originally sold by that syndicate member are purchased in stabilizing or syndicate covering transactions to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our Ordinary Shares or preventing or retarding a decline in the market price of our Ordinary Shares. As a result, the price of our Ordinary Shares in the open market may be higher than it would otherwise be in the absence of these transactions. Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the price of our Ordinary Shares. These transactions may be effected in the over-the-counter market or otherwise and, if commenced, may be discontinued at any time.

Passive Market Making

In connection with this offering, the underwriters and selling group members may engage in passive market making transactions in our Ordinary Shares on Nasdaq in accordance with Rule 103 of Regulation M under the Exchange Act, during a period before the commencement of offers or sales of the shares and extending through the completion of the distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, then that bid must then be lowered when specified purchase limits are exceeded.

Other Relationships

The underwriters and their affiliates may in the future provide various investment banking, commercial banking and other financial services for us and our affiliates for which may receive customary fees.

Offer Restrictions Outside the United States

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

LEGAL MATTERS

Certain legal matters with respect to British Virgin Island laws in connection with the validity of the securities being offered by this prospectus and other legal matters will be passed upon for us by Ogier. Certain legal matters with respect to PRC laws in connection with this offering will be passed upon for us by Zhejiang T&C Law Firm. Certain legal matters with respect to United States federal securities law and New York law in connection with this offering will be passed upon for us by Hunter Taubman Fischer & Li LLC. Sichenzia Ross Ference Carmel LLP, New York, New York, is acting as counsel with respect to New York state and United States federal law for the underwriter. Legal matters as to PRC law will be passed upon for the underwriter by DeHeng Law Offices.

EXPERTS

The financial statements incorporated by reference in this prospectus as of and for the fiscal year ended December 31, ~~2021~~2024 ~~and 2020~~ have been audited by ~~WWC,~~Enrome ~~P.C.~~LLP, an independent registered public accounting firm, as set forth in their report thereon included therein, and incorporated herein by reference, and are incorporated by ~~included~~reference herein in reliance upon such report given on the authority of such firm as experts in accounting and auditing. The office of Enrome ~~WWC,~~LLP ~~P.C.~~ is located at ~~2010~~143 ~~Pioneer~~Cecil ~~Court~~Street #19-03/04, ~~San~~GB ~~Mateo~~Building, CASingapore ~~94403~~069542.

~~WHERE~~The ~~YOU~~financial ~~CAN~~statements ~~FIND~~incorporated ~~ADDITIONAL~~by ~~INFORMATION~~reference in this prospectus as of and for the fiscal year ended December 31, 2023 have been audited by WWC, P.C., an independent registered public accounting firm, as set forth in their report thereon included therein, and incorporated herein by reference, and are incorporated by reference herein in reliance upon such report given on the authority of such firm as experts in accounting and auditing. The office of WWC, P.C. is located at 2010 Pioneer Court, San Mateo, CA 94403.

WeINFORMATION ~~have~~INCORPORATED ~~filed~~BY a registration statement on Form S-1, of which this prospectus is a part, and related exhibits with the SEC under the Securities Act. This prospectus, filed as part of the registration statement, does not contain all of the information set forth in the registration statement and its exhibits and schedules, portions of which have been omitted as permitted by the rules and regulations of the SEC. For further information about us and our securities, we refer you to the registration statement and its exhibits and schedules. Statements in this prospectus about the contents of any contract, agreement or other documents are not necessarily complete and, in each instance, we refer you to the copy of such contract, agreement or document filed as an exhibit to the registration statement, with each such statement being qualified in all respects by reference to the document to which it refers. You may inspect the registration statement and exhibits without charge at the SEC’s web site listed above.REFERENCE

The ~~Company~~SEC ~~files~~allows ~~annual,~~us ~~quarterly and~~to ~~current~~“incorporate ~~reports,~~by ~~proxy statements and other~~ reference” information ~~with~~into ~~the~~this ~~SEC.~~prospectus, ~~The~~which ~~SEC~~means ~~also maintains an Internet site~~ that ~~contains~~we ~~reports, proxy~~can ~~and~~disclose important information ~~statements,~~to ~~and~~you ~~other~~by ~~information~~referring ~~regarding~~you ~~issuers~~to ~~that~~another ~~file~~document ~~electronically~~filed separately with the SEC. The ~~address~~SEC offile ~~that~~number ~~site is~~for ~~www.sec.gov.~~the ~~You~~documents ~~also~~incorporated ~~may~~by ~~read~~reference ~~and~~in ~~copy~~this ~~any~~prospectus ~~document~~is we001-38605. ~~file~~The ~~with~~documents incorporated ~~the~~by ~~SEC~~reference atinto ~~its~~this ~~public~~prospectus ~~reference~~contain ~~facility~~important atinformation ~~100~~that Fyou ~~Street,~~should ~~N.E.,~~read ~~Washington, D.C.~~about ~~20549~~us.

~~You~~The ~~also~~following ~~may obtain copies of the~~ documents atare ~~prescribed~~incorporated ~~rates~~ by ~~writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549.~~reference ~~Please~~into ~~call~~this ~~the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.~~document:

~~The~~● ~~registration~~our ~~statement containing~~Annual ~~this~~Report ~~prospectus,~~on ~~including~~Form ~~exhibits~~10-K tofor the ~~registration~~fiscal ~~statement,~~year ~~provides~~ended ~~additional~~December ~~information~~31, ~~about~~2024, usfiled ~~and~~with the ~~ordinary shares~~SEC ~~offered~~on ~~under~~March ~~this~~26, ~~prospectus. The registration statement can be read at the SEC website.~~2025;

39● our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2025, June 30, 2025 and September 30, 2025, filed with the SEC on May 15, 2025, August 13, 2025 and November 7, 2025, respectively;

~~INCORPORATION~~● BYour ~~REFERENCE~~Current Reports on Form 8-K (other than portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits accompanying such reports that relate to such items) filed with the SEC on May 15, 2025, April 23, 2025, and April 18, 2025; and

~~The SEC~~● allows us to “incorporate by reference” the information we file with the SEC. This permits us to disclose important information to you by referring to these filed documents. Any information referred to in this way is considered part of this registration statement. The ~~information~~description ~~incorporated by reference is an important part~~ of ~~this~~our ~~registration~~Ordinary ~~statement~~Shares, ~~and~~no ~~information~~par ~~that~~value weper ~~file~~share, ~~later~~contained ~~with the~~under ~~SEC~~Exhibit ~~will~~4.1 ~~automatically~~to ~~update~~our ~~and~~annual ~~supersede~~report ~~this~~on ~~information.~~Form We10-K ~~incorporate~~for ~~by reference~~ the ~~following~~year ~~documents~~ended ~~that~~December ~~have~~31, ~~been~~2020 ~~filed with the SEC~~ (~~other~~File ~~than information furnished under Item 2~~No.02 ~~or Item 7.01 of Form 8~~001-K38605), ~~and~~including all ~~exhibits~~amendments ~~related~~and toreports ~~such~~updating ~~items):~~that description.

~~● our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 31, 2022;~~37

●We ~~our~~also ~~Quarterly~~incorporate ~~Reports~~by onreference into this prospectus all documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 108-QK ~~for~~and exhibits filed on such form that are related to such items) that are filed by us with the ~~periods~~SEC ~~ended~~pursuant ~~March~~to 31Sections 13(a), ~~2022~~13(c), 14 or 15(d) of the Exchange Act after the date of the initial registration statement of which this prospectus is a part and ~~June~~prior ~~30,~~to ~~2022,~~the effectiveness of such registration statement and all documents that are filed by us with the SEC onpursuant ~~May~~to 16Sections 13(a), ~~2022~~13(c), ~~and~~14 ~~August~~or 15(d) of the Exchange Act after the date of this prospectus but prior to the termination of the offering. These documents include periodic reports, ~~2022~~such as Annual Reports on Form 10-K, ~~respectively;~~Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements.

●Any ~~our~~statement ~~Current~~contained ~~Report~~herein onor ~~Form~~in ~~8-K~~a ~~filed~~document incorporated ~~with~~or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of the ~~SEC~~document onto ~~July~~the ~~27,~~extent ~~2022;~~that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this document modifies or supersedes the statement.

● our Definitive Proxy Statement on Schedule 14A, as amended, filed with the SEC on December 6, 2021; and

● the description of our securities contained in the Registration Statement filed with the SEC on June 29, 2018, including any subsequent amendments or reports filed for the purpose of updating such description, including without limitation the section entitled “Description of Securities” in our Definitive Proxy Statement on Schedule 14A, filed with the SEC on September 26, 2019.

We also incorporate by reference into this registration statement all documents filed by us with the SEC pursuant to Sections 12(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of any offering of securities made by this prospectus. Nothing in this registration statement shall be deemed to incorporate information furnished but not filed with the SEC (including without limitation, information furnished under Item 2.02 or Item 7.01 of Form 8-K, and any exhibits relating to such information).

Any statement contained in this registration statement or in a document incorporated or deemed to be incorporated by reference in this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in the applicable prospectus supplement or in any other subsequently filed document which also is or is deemed to be incorporated by reference modifies or supersedes the statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

The information about us contained in this registration statement should be read together with the information in the documents incorporated by reference. You may request a copy of any or all of these filings, at no cost, by writing or telephoning us at:

Greenland Technologies Holding Corporation

50 Millstone Road, Building 400 Suite 130

East Windsor, NJ 08512

United States

Attention: Raymond Wang

Phone: 1 (888) 827-4832

4038

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We filed with the SEC a registration statement under the Securities Act for the securities offered by this prospectus. This prospectus does not contain all of the information in the registration statement and the exhibits and schedule that were filed with the registration statement. For further information with respect to us and our securities, we refer you to the registration statement and the exhibits and schedule that were filed with the registration statement. Statements contained in this prospectus about the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and we refer you to the full text of the contract or other document filed as an exhibit to the registration statement. The SEC maintains an Internet website at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC.

We file periodic reports and current reports under the Exchange Act, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and other information with the SEC. These periodic reports and other information are available on the website of the SEC referred to above.

We make available free of charge on or through our internet website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The information found on our website, https://ir.gtec-tech.com, other than as specifically incorporated by reference in this prospectus, is not part of this prospectus.

GREENLAND TECHNOLOGIES HOLDING CORPORATION

~~Exercise~~6,000,000 ofOrdinary ~~Pre-Funded Warrants~~Shares ~~and~~included ~~Common~~in ~~Warrants~~the Units

~~Prospectus~~4,800,000 Warrants included in the Units

~~August~~Up to 4,800,000 ~~2022~~Ordinary Shares Underlying the Warrants

Prospectus dated , 2026

Joseph Stone Capital, LLC

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14 13. Other Expenses of Issuance and Distribution.

The following table sets forth the ~~various~~estimated costs and expenses payable by the registrant expected to be incurred ~~by the Company~~ in connection with the sale and distribution of the securities being registered hereby (other than the underwriting discount and a non-accountable expense allowance equal to 1.0% of the gross proceeds raised in this offering). All ~~amounts~~of such costs and expenses are ~~estimated~~estimates, except for the SEC registration fee and the Financial Industry Regulatory Authority (“FINRA”) filing fee.

SEC registration fee	$	2,123.62
	Amount
Legal fees and expenses	$	130,000
SEC registration fee	$	1,610.8
Accounting fees and expenses	$	15,000
FINRA filing fee	$	2,249.6
Printing and miscellaneous expenses	$	3,000
Accountant’s fees and expenses	$	50,000
Total	$	150,123.62
Legal fees and expenses	$	160,000
Transfer agent’s fees and expenses	$	10,000
Printing fees and expenses	$	5,000
Miscellaneous	$	10,000
Total expenses	$	238,860.4

~~Item 14.~~* ~~Indemnification~~To ofbe ~~Directors~~provided ~~and~~by ~~Officers~~amendment.

~~Our Memorandum~~Item and Articles of Association provide that, subject to certain limitations, the Company shall indemnify its directors and officers against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings14. ~~Such~~Indemnification ~~indemnity only applies if the person acted honestly and in good faith with a view to the best interests~~ of ~~the~~Directors ~~company~~ and, ~~in the case of criminal proceedings, the person had no reasonable cause to believe that their conduct was unlawful~~Officers. The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the Company and as to whether the person had no reasonable cause to believe that his conduct was unlawful and is, in the absence of fraud, sufficient for the purposes of our Memorandum and Articles of Association, unless a question of law is involved. The termination of any proceedings by any judgment, order, settlement, conviction or the entering of 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 the best interests of the Company or that the person had reasonable cause to believe that his conduct was unlawful.

~~The Company~~Our ~~entered~~Memorandum ~~into~~and ~~agreements~~Articles ~~that~~of Association provide that, ~~contractual~~subject ~~indemnification~~to ~~with~~certain limitations, the Company shall indemnify its directors and ~~executive~~ officers, inagainst ~~addition~~all toexpenses, ~~the indemnification~~including ~~provided~~legal ~~for~~fees, and inagainst ~~its~~all ~~Memorandum~~judgments, fines and ~~Articles~~amounts ofpaid ~~Association~~in ~~and~~settlement ~~bylaws,~~ and ~~intends~~reasonably toincurred ~~enter~~in ~~into~~connection ~~indemnification agreements~~ with ~~any~~legal, ~~new~~administrative ~~directors~~or ~~and~~investigative proceedings. ~~executive~~Such ~~officers~~indemnity inonly applies if the ~~future.~~person ~~Our~~acted ~~Memorandum~~honestly and ~~Articles~~in ofgood ~~Association~~faith ~~also~~with ~~will~~a ~~permit~~view us to ~~purchase and~~the ~~maintain~~best ~~insurance~~interests onof ~~behalf~~the ofcompany and, ~~any~~in ~~officer~~the orcase ~~director~~of ~~who~~criminal atproceedings, the ~~request~~person ofhad ~~the~~no ~~Company~~reasonable iscause orto ~~was~~believe ~~serving~~that astheir aconduct ~~director~~was orunlawful. ~~officer~~The decision of, orthe indirectors ~~any~~as ~~other~~to ~~capacity~~whether isthe orperson ~~was~~acted ~~acting~~honestly ~~for,~~and ~~another~~in ~~company~~good orfaith aand ~~partnership,~~with ~~joint~~a ~~venture,~~view ~~trust~~to orthe ~~other~~best ~~enterprise,~~interests ~~against any~~of ~~liability asserted against~~ the ~~person~~Company and ~~incurred~~as to bywhether the person inhad ~~that~~no ~~capacity,~~reasonable ~~whether~~cause orto ~~not~~believe ~~the~~that ~~company~~his ~~has~~conduct orwas ~~would~~unlawful ~~have~~and ~~had the~~is, ~~power~~in tothe ~~indemnify~~absence ~~the~~of ~~person~~fraud, ~~against~~sufficient for the ~~liability~~purposes asof ~~provided in~~ our Memorandum and Articles of Association., Weunless ~~will~~a ~~purchase~~question ~~directors’ and~~of ~~officers’~~law ~~liability~~is ~~insurance~~involved. ~~that~~The ~~insures~~termination ~~our~~of ~~officers~~any ~~and~~proceedings ~~directors~~by any ~~against~~judgment, order, settlement, conviction or the ~~cost~~entering of ~~defense~~a nolle prosequi does not, ~~settlement~~by oritself, ~~payment~~create of a ~~judgment~~presumption that the person did not act honestly and in ~~some~~good ~~circumstances~~faith and ~~insures~~with usa ~~against~~view ~~our~~to ~~obligations~~the best interests of the Company or that the person had reasonable cause to believe ~~indemnify~~that ~~our~~his ~~officers~~conduct ~~and~~was ~~directors~~unlawful.

~~These provisions~~The ~~may~~Company ~~discourage~~has ~~shareholders~~entered ~~from~~into ~~bringing~~agreements athat ~~lawsuit against our directors for breach of their fiduciary duty. These provisions~~provide ~~also~~contractual ~~may~~indemnification ~~have~~with ~~the~~its ~~effect~~directors ofand ~~reducing~~executive ~~the likelihood of derivative litigation against~~ officers ~~and directors~~, ~~even~~in ~~though~~addition ~~such~~to anthe ~~action, if~~indemnification ~~successful,~~provided ~~might~~for ~~otherwise~~in ~~benefit~~its us Memorandum and ~~our~~Articles ~~shareholders.~~of ~~Furthermore~~Association, aand ~~shareholder’s~~intends ~~investment may be adversely affected~~ to ~~the~~enter ~~extent~~into weindemnification ~~pay~~agreements ~~the~~with ~~costs~~any ofnew ~~settlement~~directors and ~~damage~~executive ~~awards against~~ officers ~~and~~in ~~directors pursuant to these indemnification provisions~~the future.

WeThese provisions may discourage shareholders from ~~believe~~bringing ~~that~~a ~~these~~lawsuit against our directors for breach of their fiduciary duty. These provisions, ~~the~~also ~~insurance~~may ~~and~~have the ~~indemnity~~effect ~~agreements~~of ~~are~~reducing ~~necessary~~the likelihood toof ~~attract~~derivative litigation against officers and ~~retain~~directors, ~~talented~~even though such an action, if successful, might otherwise benefit us and ~~experienced~~our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

~~II-1~~We believe that these provisions and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable.

~~Item 15. Recent Sales of Unregistered Securities.~~II-1

~~Pursuant to~~Item ~~the Service Agreement entered into and by the Company and Chineseinvestors~~15.~~com,~~ ~~Inc.,~~Recent anSales ~~Indiana corporation (“CIIX”) on August 21, 2019 (the “Service Agreement”), CIIX was obligated to provide certain investor relations services to the Company for a period~~ of ~~three~~Unregistered ~~months beginning on August 21, 2019~~Securities. Pursuant to the Service Agreement, the Company was obligated to pay CIIX fees consisting of three equal monthly instalments of $12,000 and 5,000 restricted ordinary shares, no par value, of the Company on a quarterly basis during the term of the Service Agreement. On February 24, 2020, Greenland and CIIX entered into a termination agreement (the “CIIX Termination Agreement”) to terminate their respective obligations under the Service Agreement. Pursuant to the CIIX Termination Agreement, the Company agreed to issue 5,000 restricted ordinary shares, no par value (the “CIIX Termination Shares”) to CIIX. Upon CIIX’s receipt of the CIIX Termination Shares, the Company fully satisfied its payment obligations under the Service Agreement.

~~Pursuant to~~During the ~~Investor~~past ~~Relations~~three ~~Consulting Agreement entered into by the Company and Skyline Corporate Communication Group~~years, ~~LLC,~~we adid ~~Massachusetts limited~~not ~~liability~~have ~~company (“SCCG”) on August 15, 2019 (the “Consulting Agreement”), SCCG was obligated to provide~~sales ~~certain investor relations services to the Company for a period~~ of ~~twelve~~unregistered ~~months beginning on August 15, 2019~~securities. Pursuant to the Consulting Agreement, the Company was obligated to pay SCCG fees consisting of $5,000 per month and 1,250 restricted ordinary shares, no par value, of the Company on a quarterly basis during the term of the Consulting Agreement. On February 25, 2020, Greenland and SCCG entered into a termination agreement (the “SCCG Termination Agreement”) to terminate their respective obligations under the Consulting Agreement. Pursuant to the SCCG Termination Agreement, the Company agreed to issue 10,000 restricted ordinary shares, no par value (the “SCCG Termination Shares”) to SCCG. Upon SCCG’s receipt of the SCCG Termination Shares, the Company fully satisfied its payment obligations under the Consulting Agreement.

~~On October~~Item 24, 2020, the Company’s Board held a meeting and executed resolutions to approve the issuance of 120,000 ordinary shares to Raymond Wang, the Company’s chief executive officer, to offset unpaid salary to him in the amount of $120,83316.33 ~~and~~Exhibits ~~the issuance of 135,000 ordinary shares to Jing Jin, the Company’s chief financial officer, to offset unpaid salary to him in the amount of $60,000~~ and ~~his~~Financial ~~personal~~Statement ~~loan to the Company in the amount of $75,000~~Schedules. On November 10, 2020, the Company issued 135,000 ordinary shares to Jing Jin. On December 30, 2020 and February 8, 2021, the Company issued 69,000 and 51,000 ordinary shares to Raymond Wang, respectively.

~~On March 29, 2021, our Board held~~ (a) meeting and approved the issuance to 2,500 ordinary shares of the Company to each of the Company’s directors, namely Peter Zuguang Wang, Ming Zhao, Everett Xiaolin Wang, Frank Shen and Charles Athle Nelson, as compensation for their services to the Company. On April 19, 2021, these shares were issued to the directors.Exhibits

~~On April~~See ~~16, 2021, our Board approved~~ the ~~issuance~~Exhibit ofIndex ~~2,700~~List ~~ordinary shares of the Company to Xiaqing Yang~~below, anwhich ~~employee~~is ~~of the Company,~~incorporated ~~under~~by ~~the~~reference ~~Company’s 2020 Equity Incentive Plan~~herein. ~~On the same date, the shares were issued to Xiaqing Yang.~~

On July 25, 2022, the Company entered into a securities purchase agreement with the Selling Securityholder for a private placement offering of 616,026 pre-funded warrants and 4,530,000 common warrants. Each ordinary share and accompanying common warrants were sold together at a combined offering price of $5.09 per unit. The Company received $3.14 million in gross proceeds from this private placement, before deducting placement agent fees and other related offering expenses.

Exhibit Number		Exhibit Title

1.1*		Form of Underwriting Agreement
3.1		Memorandum and Articles of Association (incorporated herein by reference to Exhibit 3.1 to the registration statement on Form S-1 (File Number: 333-226001), as amended, initially filed with the Securities and Exchange Commission on June 29, 2018)
3.2		Amended and Restated Articles of Association (incorporated herein by reference to Exhibit 3.2 to the registration statement on Form S-1 (File Number: 333-226001), as amended, initially filed with the Securities and Exchange Commission on June 29, 2018)
3.3		Second Amended and Restated Articles of Association (incorporated herein by reference to Exhibit 3.1 to the current report on Form 8-K (File Number: 001-38605), as amended, initially filed with the Securities and Exchange Commission on July 30, 2018)
3.4		Amended and Restated Memorandum and Articles of Association, effective on October 24, 2019 (incorporated herein by reference to Exhibit 3.1 to the current report on Form 8-K (File Number: 001-38605), as amended, initially filed with the Securities and Exchange Commission on October 30, 2019)
4.1		Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated herein by reference to Exhibit 4.1 to the annual report on Form 10-K (File Number: 001-38605), as amended, initially filed with the Securities and Exchange Commission on April 3, 2020)
4.2*		Form of Warrant
5.1*		Opinion of Ogier
5.2*		Opinion of Hunter Taubman Fischer & Li LLC as to the enforceability of the Warrants
10.1		Registration Rights Agreement, dated as of July 12, 2019, by and among the Company, Greenland Asset Management Corporation, in the capacity as the Purchaser Representative, and Cenntro Holding Limited (incorporated herein by reference to Exhibit 10.2 to the current report on Form 8-K (File Number: 001-38605) filed with the Securities and Exchange Commission on July 12, 2019)
10.2		Non-Competition and Non-Solicitation Agreement, dated as of July 12, 2019, executed and delivered by Cenntro Holding Limited in favor of and for the benefit of the Company, Zhongchai Holding (Hong Kong) Limited and each of Greenland Acquisition Corporation’s and/or Zhongchai Holding (Hong Kong) Limited Purchaser’s respective present and future affiliates, successors and direct and indirect subsidiaries (incorporated herein by reference to Exhibit 10.4 to the current report on Form 8-K (File Number: 001-38605) filed with the Securities and Exchange Commission on July 12, 2019)
10.3		Employment Agreement, dated October 24, 2019 by and between the Company and Raymond Z. Wang (incorporated herein by reference to Exhibit 10.1 to the current report on Form 8-K (File Number: 001-38605) filed with the Securities and Exchange Commission on October 30, 2019)
10.4		Extension Agreement entered into by and between the Company and Cenntro Holdings Limited dated November 21, 2020 (incorporated herein by reference to Exhibit 10.1 to the periodic report on Form 10-Q (File Number: 001-38605) filed with the Securities and Exchange Commission on November 23, 2020)
10.5*		Lease Agreement dated April 1, 2021 by and between SFA 50 Millstone Road, LLC and Greenland Technologies Corp., as amended
10.6		At the Market Offering Agreement by and between Greenland Technologies Holding Corporation and H.C. Wainwright & Co., LLC, dated November 19, 2021 (incorporated herein by reference to Exhibit 10.1 to the current report on Form 8-K (File Number: 001-38605) filed with the Securities and Exchange Commission on November 22, 2021)
21.1		Subsidiaries of the Registrant (incorporated herein by reference to Exhibit 21.1 to the annual report on Form 10-K (File Number: 001-38605) filed with the Securities and Exchange Commission on April 16, 2024)
23.1*		Consent of WWC P.C., independent registered public accounting firm
23.2*		Consent of Enrome LLP, independent registered public accounting firm
23.3*		Consent of Ogier (included in Exhibit 5.1)
23.4*		Consent of Hunter Taubman Fischer & Li LLC (included in Exhibit 5.2)
23.5*		Consent of Zhejiang T&C Law Firm
24.1*		Power of Attorney (included on the signature pages)
99.1*		Opinion of Zhejiang T&C Law Firm regarding certain PRC legal matters
107*		Filing Fee Table

~~II-2~~* Filed herewith.

~~Item 16. Exhibits and Financial Statement Schedules~~II-2

~~The exhibits~~Item ~~listed~~17. ~~on the Index to Exhibits of this registration statement are filed herewith or are incorporated herein by reference to other filings~~Undertakings.

(a) ~~Exhibits~~ The undersigned registrant hereby undertakes:

Exhibit Number		Exhibit Description
3.1		Memorandum and Articles of Association (incorporated herein by reference to Exhibit 3.1 to the registration statement on Form S-1/A (File Number: 333-226001), as amended, initially filed with the Securities and Exchange Commission on July 16, 2018)
3.2		Amended and Restated Articles of Association (incorporated herein by reference to Exhibit 3.2 to the registration statement on Form S-1/A (File Number: 333-226001), as amended, initially filed with the Securities and Exchange Commission on July 16, 2018)
3.3		Second Amended and Restated Articles of Association (incorporated herein by reference to Exhibit 3.1 to the current report on Form 8-K (File Number: 001-38605), as amended, initially filed with the Securities and Exchange Commission on July 30, 2018)
3.4		Amended and Restated Memorandum and Articles of Association, effective on October 24, 2019 (incorporated herein by reference to Exhibit 3.1 to the current report on Form 8-K (File Number: 001-38605), as amended, initially filed with the Securities and Exchange Commission on October 30, 2019)
4.1		Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated herein by reference to Exhibit 4.1 to the annual report on Form 10-K (File Number: 001-38605), as amended, initially filed with the Securities and Exchange Commission on April 3, 2020)
5.1*		Opinion of Ogier
10.1		Registration Rights Agreement, dated as of July 12, 2019, by and among the Company, Greenland Asset Management Corporation, in the capacity as the Purchaser Representative, and Cenntro Holding Limited (incorporated herein by reference to Exhibit 10.2 to the current report on Form 8-K (File Number: 001-38605) filed with the Securities and Exchange Commission on July 12, 2019)
10.2		Non-Competition and Non-Solicitation Agreement, dated as of July 12, 2019, executed and delivered by Cenntro Holding Limited in favor of and for the benefit of the Company, Zhongchai Holding (Hong Kong) Limited and each of Greenland Acquisition Corporation’s and/or Zhongchai Holding (Hong Kong) Limited Purchaser’s respective present and future affiliates, successors and direct and indirect subsidiaries (incorporated herein by reference to Exhibit 10.4 to the current report on Form 8-K (File Number: 001-38605) filed with the Securities and Exchange Commission on July 12, 2019)

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

~~II-~~(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

10.3		Employment Agreement, dated October 24, 2019 by and between the Company and Raymond Z. Wang ((incorporated herein by reference to Exhibit 10.1 to the current report on Form 8-K (File Number: 001-38605) filed with the Securities and Exchange Commission on October 30, 2019)
10.4		Employment Agreement, dated October 24, 2019 by and between the Company and Lei Chen (incorporated herein by reference to Exhibit 10.2 to the current report on Form 8-K (File Number: 001-38605) filed with the Securities and Exchange Commission on October 30, 2019)
10.5		Employment Agreement, dated October 24, 2019 by and between the Company and Jing Jin (incorporated herein by reference to Exhibit 10.3 to the current report on Form 8-K (File Number: 001-38605) filed with the Securities and Exchange Commission on October 30, 2019)
10.6		Extension Agreement entered into by and between the Company and Cenntro Holdings Limited dated November 21, 2020 (incorporated herein by reference to Exhibit 10.1 to the periodic report on Form 10-Q (File Number: 001-38605) filed with the Securities and Exchange Commission on November 23, 2020)
10.7		Lease Agreement dated April 1, 2021 by and between SFA 50 Millstone Road, LLC and Greenland Technologies Corp. (incorporated herein by reference to Exhibit 10.2 to the periodic report on Form 10-Q (File Number: 001-38605) filed with the Securities and Exchange Commission on May 12, 2021)
10.8		At the Market Offering Agreement by and between Greenland Technologies Holding Corporation and H.C. Wainwright & Co., LLC, dated November 19, 2021 (incorporated herein by reference to Exhibit 10.1 to the current report on Form 8-K (File Number: 001-38605) filed with the Securities and Exchange Commission on November 22, 2021)
10.9		Loan Agreement entered into by and between Zhejiang Zhongchai Machinery Co., Ltd. and Rural Commercial Bank of Xinchang, dated September 3, 2021 (incorporated herein by reference to Exhibit 10.12 to the annual report on Form 10-K (File Number: 001-38605) filed with the Securities and Exchange Commission on March 31, 2022)
10.10		Placement Agency Agreement entered into by and between the Company and Aegis Capital Corp., dated July 25, 2022 (incorporated herein by reference to Exhibit 10.1 to the current report on Form 8-K (File Number: 001-38605) filed with the Securities and Exchange Commission on July 27, 2022)
10.11		Securities Purchase Agreement (PIPE), dated July 25, 2022, by and among the Company and the purchaser party thereto (incorporated herein by reference to Exhibit 10.2 to the current report on Form 8-K (File Number: 001-38605) filed with the Securities and Exchange Commission on July 27, 2022)

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

~~II-4~~(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

10.12		Securities Purchase Agreement (Registered Offering), dated July 25, 2022, by and among the Company and the purchaser party thereto (incorporated herein by reference to Exhibit 10.3 to the current report on Form 8-K (File Number: 001-38605) filed with the Securities and Exchange Commission on July 27, 2022)
10.13		Form of Investor Warrant (PIPE) (incorporated herein by reference to Exhibit 10.4 to the current report on Form 8-K (File Number: 001-38605) filed with the Securities and Exchange Commission on July 27, 2022)
10.14		Form of Pre-Funded Warrant (PIPE) (incorporated herein by reference to Exhibit 10.5 to the current report on Form 8-K (File Number: 001-38605) filed with the Securities and Exchange Commission on July 27, 2022)
10.15		Form of Pre-Funded Warrant (Registered Offering) (incorporated herein by reference to Exhibit 10.6 to the current report on Form 8-K (File Number: 001-38605) filed with the Securities and Exchange Commission on July 27, 2022)
10.16		Registration Rights Agreement, dated July 25, 2022, by and among the Company and the purchaser party thereto (incorporated herein by reference to Exhibit 10.7 to the current report on Form 8-K (File Number: 001-38605) filed with the Securities and Exchange Commission on July 27, 2022)
10.17		Form of Lockup Agreement (incorporated herein by reference to Exhibit 10.8 to the current report on Form 8-K (File Number: 001-38605) filed with the Securities and Exchange Commission on July 27, 2022)
21		List of Subsidiaries (incorporated herein by reference to Exhibit 21.1 to the annual report on Form 10-K (File Number: 001-38605) filed with the Securities and Exchange Commission on March 31, 2022)
23.1*		Consent of WWC, P.C.
23.2*		Consent of Ogier (included in Exhibit 5.1)
107*		Calculation of Registration Fees

provided, however, that paragraphs (i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

*(2) ~~Filed~~That, ~~herewith~~for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

~~Item~~(3) ~~17.~~To ~~Undertakings~~remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

~~(a) The undersigned registrant hereby undertakes:~~II-3

(14) To ~~file~~That, ~~during~~for the purpose of determining liability under the Securities Act of 1933 to any ~~period~~purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in ~~which~~reliance ~~offers~~on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or ~~sales~~prospectus ~~are~~that ~~being~~is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a ~~post-effective~~purchaser ~~amendment~~with a time of contract of sale prior to ~~this~~such ~~registration~~first use, supersede or modify any statement: that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(i5) That, for the purpose Toof ~~include~~determining liability under the Securities Act of 1933 to any ~~prospectus~~purchaser ~~required~~in bythe ~~Section~~initial ~~10(~~distribution of the securities, the undersigned registrant undertakes that in a~~)(3)~~ primary offering of securities of the ~~Securities~~undersigned ~~Act~~registrant pursuant to this registration statement, regardless of ~~1933;~~the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(iib) To ~~reflect~~The inundersigned ~~the~~registrant ~~prospectus~~hereby ~~any~~undertakes that, ~~facts~~for orpurposes ~~events arising after the effective date~~ of ~~the~~determining ~~registration~~any ~~statement~~liability ~~(or~~under the ~~most~~Securities ~~recent post-effective amendment thereof) which~~Act, ~~individually~~each orfiling inof the ~~aggregate,~~registrant’s ~~represent~~annual areport ~~fundamental~~pursuant to ~~change~~Section in13(a) ~~the~~or ~~information~~15(d) ~~set forth~~of in the ~~registration~~Exchange ~~statement.~~Act ~~Notwithstanding~~(and, ~~the~~where ~~foregoing~~applicable, ~~any~~each ~~increase~~filing orof ~~decrease~~an inemployee ~~volume~~benefit ofplan’s ~~securities~~annual ~~offered~~report ~~(if the~~pursuant ~~total~~to ~~dollar~~Section ~~value~~15(d) of ~~securities~~the ~~offered~~Exchange ~~would~~Act) ~~not exceed~~ that ~~which~~is ~~was~~incorporated ~~registered)~~by ~~and~~reference ~~any~~in ~~deviation from~~ the ~~low~~registration orstatement ~~high~~shall ~~end~~be ~~of the~~deemed ~~estimated~~to ~~maximum offering range may~~ be ~~reflected~~a innew ~~the form of prospectus filed with the~~registration ~~Commission~~statement ~~pursuant~~relating to ~~Rule~~the ~~424(b)~~securities ~~if,~~offered ~~in the aggregate~~therein, ~~the changes in volume~~ and ~~price represent no more than 20% change in~~ the ~~maximum~~ ~~aggregate~~ offering ~~price~~of ~~set~~such ~~forth~~securities inat ~~the~~that ~~“Calculation~~time ofshall ~~Registration~~be ~~Fee”~~deemed ~~table~~to inbe the ~~effective registration~~initial ~~statement;~~bona fide offering thereof.

(~~iii~~c) Insofar as indemnification for liabilities Toarising ~~include~~under ~~any~~the ~~material~~Securities ~~information~~Act ~~with~~of ~~respect~~1933 may be permitted to directors, officers and controlling persons of the ~~plan~~registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of ~~distribution~~the ~~not~~Securities ~~previously~~and ~~disclosed~~Exchange Commission such indemnification is against public policy as expressed in the ~~registration~~Act ~~statement~~and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any ~~material~~action, ~~change~~suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such ~~information~~indemnification by it is against public policy as expressed in the ~~registration~~Act ~~statement;~~and will be governed by the final adjudication of such issue.

~~II-5~~The undersigned registrant hereby undertakes that:

(21) ~~That,~~ ~~for~~For ~~the~~purposes ~~purpose~~ of determining any liability under the Securities Act of 1933, ~~each~~as ~~such~~amended, ~~post-effective~~the ~~amendment~~information ~~shall~~omitted ~~be deemed~~from tothe beform aof ~~new~~prospectus filed as part of this registration statement ~~relating~~in toreliance ~~the~~upon ~~securities~~Rule ~~offered~~430A ~~therein,~~ and ~~the~~contained ~~offering~~in a form of ~~such~~prospectus ~~securities~~filed atby ~~that~~the Registrant pursuant to Rule 424(b) ~~time~~(1) or (4) or 497(h) under the Securities Act of 1933, as amended, shall be deemed to be ~~the~~part ~~initial~~of ~~bona~~this ~~fide~~registration ~~offering~~statement ~~thereof~~as of the time it was declared effective.

(32) For the purpose of determining Toany ~~remove~~liability ~~from~~under ~~registration~~the bySecurities ~~means~~Act of a1933, as amended, each post-effective amendment ~~any~~that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities ~~being~~offered ~~registered~~therein, ~~which~~and ~~remain~~the ~~unsold~~offering of such securities at ~~the~~that time ~~termination~~shall ofbe deemed to be the initial bona fide offering thereof.

(II-4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

~~(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:~~SIGNATURES

~~The undersigned~~Pursuant ~~registrant~~to ~~undertakes~~the ~~that~~requirements inof athe ~~primary~~Securities Act ~~offering~~ of ~~securities~~1933, of the ~~undersigned~~ registrant ~~pursuant~~has toduly caused this registration statement, ~~regardless~~to ofbe ~~the~~signed ~~underwriting~~on ~~method~~its ~~used~~behalf toby ~~sell~~ the ~~securities to the purchaser~~undersigned, ifthereunto ~~the securities are offered or sold~~duly toauthorized ~~such~~in ~~purchaser~~the byCity ~~means~~ of ~~any~~East ~~of the following communications~~Windsor, ~~the~~in ~~undersigned registrant will be a seller to~~ the ~~purchaser~~State ~~and~~of ~~will be~~New ~~considered~~Jersey, toon ~~offer~~December or23, ~~sell such securities to such purchaser:~~2025.

~~(i) Any~~GREENLAND ~~preliminary~~TECHNOLOGIES ~~prospectus~~HOLDING orCORPORATION ~~prospectus~~By: of/s/ ~~the~~Raymond ~~undersigned~~Z. ~~registrant~~Wang ~~relating~~Name: toRaymond ~~the~~Z. ~~offering~~Wang ~~required~~Title: toChief beExecutive ~~filed pursuant to Rule 424;~~Officer

~~(ii)~~POWER ~~Any~~OF ~~free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;~~ATTORNEY

~~(iii)~~KNOW ALL ~~The~~MEN ~~portion~~BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Raymond Z. Wang and Chenyang Wang and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any ~~other~~and ~~free~~all ~~writing~~capacities, ~~prospectus~~to ~~relating~~sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the ~~offering~~same, ~~containing~~with ~~material~~all ~~information~~exhibits ~~about~~thereto, and other documents in connection therewith, with the Securities ~~undersigned~~and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do ~~registrant~~and orperform ~~its~~each ~~securities~~and ~~provided~~every byact and thing requisite and necessary to be done, as fully to all intents and purposes as he or onshe ~~behalf~~might ofor could ~~the~~do ~~undersigned~~in ~~registrant;~~person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

~~(iv) Any~~Pursuant ~~other~~to ~~communication~~the ~~that~~requirements isof anthe ~~offer~~Securities Act inof ~~the~~1933, ~~offering~~this ~~made~~registration statement has been signed by the ~~undersigned~~following ~~registrant~~persons toin their capacities and on the ~~purchaser~~dates indicated.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Signatures	Title	Date

/s/ Raymond Z. Wang	Chief Executive Officer and President	December 23, 2025
Raymond Z. Wang	(Principal Executive Officer)

/s/ Chenyang Wang	Acting Chief Financial Officer	December 23, 2025
Chenyang Wang	(Principal Financial Officer and Principal Accounting Officer)

/s/ Peter Zuguang Wang	Chairman of the Board and Director	December 23, 2025
Peter Zuguang Wang

/s/ Zheng He	Director	December 23, 2025
Zheng He

/s/ Ming Zhao	Director	December 23, 2025
Ming Zhao

/s/ Charles Athle Nelson	Director	December 23, 2025
Charles Athle Nelson

/s/ Frank Shen	Director	December 23, 2025
Frank Shen

II-65

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of East Windsor, in the State of New Jersey, on the 26th day of August, 2022.

GREENLAND TECHNOLOGIES HOLDING CORPORATION By: /s/ Raymond Z. Wang Raymond Z. Wang Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Raymond Z. Wang and Jing Jin and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons, in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Raymond Z. Wang	Chief Executive Officer	August 26, 2022
Raymond Z. Wang	(Principal Executive Officer)
/s/ Jing Jin	Chief Financial Officer	August 26, 2022
Jing Jin	(Principal Financial Officer and Principal Accounting Officer)
/s/ Peter Zuguang Wang	Director	August 26, 2022
Peter Zuguang Wang
/s/ Frank Bo Shen	Director	August 26, 2022
Frank Bo Shen
/s/ Charles Athle Nelson	Director	August 26, 2022
Charles Athle Nelson

II-7

Filing Compare · Greenland Technologies Holding Corp.