UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~March 2812, 2026

GREENLAND TECHNOLOGIES HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

British Virgin Islands		001-38605		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

50 Millstone Road, Building 400 Suite 130 East Windsor, NJ, United States		08512
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number including area code: 1 (888) 827-4832

N/A

(Former name or former address, if changed since last report)

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

☐

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

☐

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

☐

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

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Emerging growth company ☐

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

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

Title of each class Trading Symbol(s) Name of each exchange on which registered ~~Ordinary~~Class A ordinary shares, no par value GTEC The Nasdaq Stock Market LLC

Item 13.01. ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

~~Underwritten~~On ~~Follow-~~March 12, 2026, Greenland Technologies Holding Corporation (the “Company”) received a notification letter (the “Bid Price Deficiency Letter”) from the Listing Qualifications staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s Class A ordinary shares has been below the minimum $1.00 per share required for continued listing on ~~Offering~~The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (“Rule 5550(a)(2)”). The Bid Price Deficiency Letter is a notice of deficiency, not delisting, and does not currently affect the listing or trading of the Company’s Class A ordinary shares on The Nasdaq Capital Market.

OnThe ~~January~~Company has 29180 days, or until September 8, 2026, ~~Greenland~~to ~~Technologies~~regain ~~Holding Corporation~~compliance with Rule 5550(a)(2) by maintaining a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. Additionally, the “Company”) ~~closed~~may anbe ~~underwritten~~eligible ~~public~~for ~~offering~~an additional compliance period of 5180 calendar days if,~~083~~ on September 8,~~330~~ ~~units~~2026, (the ~~“Units”)~~Company atmeets athe ~~public offering~~continued ~~price~~listing requirement for market value of ~~$1.20~~publicly ~~per~~held shares ~~Unit.~~and ~~Each~~all ~~Unit~~other ~~consisted~~applicable ofstandards ~~one~~for ~~ordinary~~initial ~~share~~listing on the Nasdaq Capital Market (with the exception of the closing bid price requirement) based on the Company’s ~~(each,~~then anmost ~~“ordinary~~recent ~~share”~~public filings and ~~collectively~~ market information, and the ~~“ordinary~~Company ~~shares”)~~provides ~~and~~written ~~four-fifths~~notice to Nasdaq of ~~one~~its ~~warrant~~intent ~~(each,~~to acure ~~“warrant”~~during ~~and~~such ~~collectively,~~additional compliance period of 180 calendar days the ~~“warrants”),~~deficiency in the Company’s compliance with ~~each~~the ~~whole~~minimum ~~warrant~~closing ~~exercisable~~bid ~~for~~price ~~one~~requirement ~~ordinary~~of Rule 5550(a)(2), including, without limitation, by effecting a share consolidation, if necessary.

The ~~ordinary~~Company intends ~~shares~~to ~~and~~monitor ~~warrants~~closely ~~included in~~ the ~~Units~~ ~~were~~closing ~~immediately~~bid ~~separable~~price ~~and~~of ~~were~~its ~~issued~~Class ~~separately~~A inordinary ~~the~~shares ~~offering.~~and ~~The~~to ~~warrants~~consider ~~are~~plans ~~immediately~~for ~~exercisable~~regaining ~~upon~~compliance ~~issuance,~~with ~~have~~Rule ~~an exercise price of $1~~5550(a)(2).20 ~~per~~While ~~share,~~the orCompany byplans ~~means~~to ofreview aall ~~zero~~available ~~price exercise~~options, ~~and~~there ~~will~~can ~~expire~~be ~~three~~no ~~years~~assurance ~~from~~that ~~the~~it ~~date~~will ofbe ~~issuance.~~able ~~There is~~to noregain ~~established~~compliance with ~~trading market for~~ the ~~Units~~applicable orrules ~~the~~during ~~warrants, and~~ the ~~Company~~180-day ~~does~~compliance ~~not~~period ~~intend~~ending toon ~~list~~September ~~the~~8, ~~Units~~2026, orany ~~the~~additional ~~warrants~~compliance onperiod, ~~any securities exchange~~ or ~~other~~at ~~trading market~~all.

~~The Units, the ordinary shares and warrants included~~Item ~~in the Units, and the ordinary shares underlying the Warrants have been registered under the Company’s registration statement on Form S-1, as amended (File No~~7.01 ~~333-292412)~~Regulation ~~(the~~FD ~~"Registration Statement"), which was declared effective by the U.S. Securities and Exchange Commission (the "SEC") on January 26, 2026.~~Disclosure

~~The~~On ~~gross~~March ~~proceeds~~16, ~~from the offering were approximately $6.1 million~~2026, ~~before deducting underwriting discounts and other offering expenses payable by~~ the Company. ~~The~~issued ~~Company~~a ~~intends~~press release toannouncing ~~use~~ the ~~net~~ ~~proceeds~~receipt ~~from~~of the ~~offering~~Bid ~~for~~Price ~~working~~Deficiency ~~capital and general corporate purposes~~Letter.

The ~~offering~~information ~~was~~in ~~conducted~~this ~~pursuant~~Item to7.01 anand ~~underwriting~~Exhibit ~~agreement,~~99.1 ~~dated~~shall ~~January~~not ~~28,~~be ~~2026~~deemed ~~(the~~ “~~Underwriting Agreement~~filed”), byfor ~~and~~purposes ~~between~~of ~~the~~Section ~~Company~~18 ~~and~~of ~~Joseph Stone Capital, LLC, as~~ the ~~sole~~Securities ~~underwriter~~Exchange ~~for~~Act ~~the~~of ~~offering.~~1934, ~~Copies~~as ofamended (the ~~form~~“Exchange Act”), ofor ~~each~~otherwise ofsubject ~~the~~to ~~Underwriting Agreement and~~ the ~~warrant~~liabilities ~~are~~of ~~attached~~that ~~hereto as~~section, ~~Exhibits~~nor ~~10.1~~shall ~~and~~it ~~10.2,~~be ~~respectively,~~deemed ~~and are~~ incorporated ~~herein~~ by reference. ~~The~~in ~~foregoing~~any ~~summaries~~filing of under the ~~terms~~Securities Act of ~~the~~1933, ~~Underwriting Agreement~~as ~~and~~amended (the ~~warrants~~“Securities ~~are~~Act”), ~~subject~~or tothe ~~and~~Exchange ~~qualified~~Act, inexcept ~~their~~as ~~entirety~~expressly set forth by ~~each~~specific reference in such ~~document~~filing.

On January 28, 2026, the Company issued a press release announcing the pricing of the offering. On January 29, 2026, the Company issued a press release announcing the closing of the offering. A copy of each of the press releases is attached hereto as Exhibit 99.1 ~~and 99.2, respectively.~~

ITEM 5.07 Submission of Matters to a Vote of Security Holders

On January 30, 2026, the Company re-convened its 2025 annual general meeting of shareholders (the “2025 Annual General Meeting”), which was adjourned from December 29, 2025 due to a lack of quorum. At the adjourned 2025 Annual General Meeting, the shareholders of the Company adopted resolutions approving all of the proposals considered at the 2025 Annual General Meeting. A total of 7,956,116 votes, representing 45.73% of the 17,394,226 votes exercisable as of December 8, 2025, the record date, which constituted a quorum, were present in person or by proxy at the 2025 Annual General Meeting. A quorum was present throughout the 2025 Annual General Meeting. The results of the votes were as follows:

1. To approve, as a Resolution of Members, the adoption of new Memorandum of Association and new Articles of Association in the form presented to the meeting and annexed as Annex A to the definitive proxy statement on Schedule 14A, filed by the Company with the SEC on December 8, 2025 (the “New M&A Adoption Proposal”).

Resolution	For			Against			Abstain
New M&A Adoption Proposal		7,656,594			278,557			20,965
Percentage of Voted Shares:		96.49	%		3.51	%

2. To approve, as a Resolution of Members, the implementation of a dual class structure to the ordinary shares in the Company, under which the ordinary shares of no par value in the Company (the “ordinary shares”) will be re-designated (the “Re-designation”) into class A ordinary shares of no par value which will carry one vote each (the “Class A Ordinary Shares”) and class B ordinary shares of no par value which will carry 25 votes per share (the “Class B Ordinary Shares”) in accordance with clause 6.4 of the Memorandum of Association of the Company (the “Memorandum”) (the “Share Capital Reorganization Proposal”).

Resolution	For			Against			Abstain
Share Capital Reorganization Proposal		7,610,002			325,095			21,019
Percentage of Voted Shares:		95.90	%		4.10	%

3. To approve, as a Resolution of Members, that each of the issued ordinary shares held by Trendway Capital Limited be reclassified as Class B Ordinary Shares and the remaining outstanding ordinary shares be reclassified as Class A Ordinary Shares (the “Share Re-classification Proposal”).

Resolution	For			Against			Abstain
Share Re-classification Proposal		7,620,691			314,660			20,765
Percentage of Voted Shares:		96.03	%		3.97	%

4. To approve, as a Resolution of Members, the appointment of each of Peter Zuguang Wang and Bo (Frank) Shen (the “Director Nominees” and each, a “Director Nominee”) as a Class II director, as defined in the Articles of Association of the Company (the “Articles”), to hold office for a term expiring at the Company’s second annual general meeting following their election in accordance with regulation 9.2 of the Articles (the “Director Election Proposal”).

Resolution	For			Against			Abstain
Election of Peter Zuguang Wang		7,807,473			125,982			22,661
Percentage of Voted Shares:		98.41	%		1.59	%

Resolution	For			Against			Abstain
Election of Bo (Frank) Shen		7,747,382			184,323			24,411
Percentage of Voted Shares:		97.68	%		2.32	%

5. To confirm, ratify and approve, as a Resolution of Members, the appointment of Enrome LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 pursuant to regulation 20.6(a) of the Articles (the “Auditor Ratification Proposal”).

Resolution	For			Against			Abstain
Auditor Ratification Proposal		7,906,694			34,764			14,658
Percentage of Voted Shares:		99.56	%		0.44	%

6. To approve, as a Resolution of Members, for the chairperson of the Meeting (the “Chairperson”) to adjourn the Meeting to a later date, if necessary for the purpose of soliciting additional proxies in favor of the foregoing resolutions and/or in the event that the Company does not receive the requisite majorities to approve the same in accordance with regulation 8.15 of the Articles (the “Adjournment Proposal”).

Resolution	For			Against			Abstain
Adjournment Proposal		7,665,337			268,661			22,118
Percentage of Voted Shares:		96.61	%		3.39	%

Item 9.01 Financial Statements and Exhibits

(b) Exhibits. The following exhibits are included in this report:

No.		Description
10.1		Underwriting Agreement entered into by and between the Company and Joseph Stone Capital, LLC, dated January 28, 2026
99.1		Press Release – Greenland Technologies Holding Corporation Receives Nasdaq Notification Regarding Minimum Bid Price Deficiency
10.2		Form of Warrant
99.1		Press Release – Greenland Technologies Holding Corporation Announces Pricing of Underwritten Public Offering
99.2		Press Release – Greenland Technologies Holding Corporation Announces Closing of Underwritten Public Offering
104		Cover Page Interactive Data File (formatted in iXBRL)

Cautionary Note Regarding Forward-Looking Statements

Any statements in this Current Report on Form 8-K about the Company’s future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to risks and uncertainties and actual results may differ materially from those expressed or implied by such forward-looking statements. Such statements include, but are not limited to, statements about the ~~anticipated~~Company’s ~~use~~ability ofto ~~proceeds~~regain ~~from~~compliance ~~offering~~with Nasdaq Listing Rule 5550(a)(2), the Company’s plans and actions to cure the bid price deficiency, the Company’s eligibility for an additional compliance period, and other statements containing the words “believes,” “anticipates,” “plans,” “expects,” “intends,” and similar expressions. Risks that contribute to the uncertain nature of the forward-looking statements include: ~~uncertainties~~the ~~with~~Company’s ~~respect~~ ability to maintain a closing bid price of at least $1.00 per share for the requisite period, the Company’s ~~use~~ability to satisfy the conditions for an additional compliance period, general market conditions affecting the trading price of the ~~proceeds~~Company’s ~~raised~~Class ~~from~~A ~~this~~ordinary ~~offering~~shares, as well as other risks and uncertainties set forth in the Company’s Periodic Report on Form 10-Q for the quarter ended September 30, 2025 filed with the SEC and in subsequent filings with the SEC. All forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether because of new information, future events or otherwise.

SIGNATURE

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

Greenland Technologies Holding Corporation

Dated: February 2, 2026	By:	/s/ Raymond Z. Wang
Dated: March 16, 2026	By:	/s/ Raymond Z. Wang
	Name:	Raymond Z. Wang
	Title:	Chief Executive Officer

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