|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/14/24 Greenland Holding Enterprises Inc 10-12G 2:2.3M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: 10-12G General Form for Registration of Securities HTML 39K
2: EX-99.1 Information Statement of Greenland Holding HTML 1.79M
Enterprises Inc., Preliminary and Subject to
Completion, Dated February 14, 2024
As filed with the Securities and Exchange Commission on February 14, 2024.
File No. 001-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10
General Form for Registration of Securities
Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
Greenland Holding Enterprises Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 93-3392514 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification Number) | |
|
Saiyin International Plaza, Yuhang Dist. Building 12, Unit 601 Yuhang, People’s Republic of China |
311100 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| + 86 185 1628 0303 (Registrant’s telephone number, including area code) | ||
Copies to:
|
Raymond Wang East Windsor, NJ 08512 |
Securities to be Registered Pursuant to Section 12(b) of the Act:
None
Securities to be Registered Pursuant to Section 12(g) of the Act:
Title of Each Class to be so Registered
Common Stock, par value US$0.01 per share
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. (Check one):
| 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 standards provided pursuant to Section 13(a) of the Exchange Act: ☐
GREENLAND HOLDING ENTERPRISES INC.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN ITEMS OF FORM 10
AND THE ATTACHED INFORMATION STATEMENT.
This Registration Statement on Form 10 of Greenland Holding Enterprises Inc., a Delaware corporation (the “Registrant” or “Greenland Holding Enterprises”), incorporates by reference information contained in the information statement of Greenland Holding Enterprises filed as Exhibit 99.1 hereto (the “Information Statement”). None of the information contained in the Information Statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.
Item 1. Business
The information required by this item is contained under the sections “Information Statement Summary,” “Risk Factors,” “Cautionary Statement Concerning Forward-Looking Statements,” “Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Certain Relationships and Related Person Transactions,” “Where You Can Find More Information” and “Index to Combined Financial Statements” and in the financial statements referenced in the information statement. Those sections are incorporated herein by reference.
Item 1A. Risk Factors
The information required by this item is contained under the section of the information statement entitled “Risk Factors.” That section is incorporated herein by reference.
Item 2. Financial Information
The information required by this item is contained under the sections “Selected Historical and Unaudited Pro Forma Condensed Consolidated Financial Data,” “Unaudited Pro Forma Condensed Consolidated Financial Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Information Statement. Those sections are incorporated herein by reference.
Item 3. Properties
The information required by this item is contained under the section “Business—Properties and Facilities” of the Information Statement. This section is incorporated herein by reference.
Item 4. Security Ownership of Certain Beneficial Owners and Management
The information required by this item is contained under the section “Security Ownership of Certain Beneficial Owners and Management” of the Information Statement. The section is incorporated herein by reference.
Item 5. Directors and Executive Officers
The information required by this item is contained under the section “Management and Board of Directors” of the Information Statement. The section is incorporated herein by reference.
1
Item 6. Executive Compensation
The information required by this item is contained under the sections “Management and Board of Directors” and “Executive Compensation” of the Information Statement. Those sections are incorporated herein by reference.
Item 7. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is contained under the sections “Management and Board of Directors and “Certain Relationships and Related Party Transactions” of the Information Statement. Those sections are incorporated herein by reference.
Item 8. Legal Proceedings
The information required by this item is contained under the section “Business—Legal Proceedings” of the Information Statement. This sections is incorporated herein by reference.
Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Shareholder Matters
The information required by this item is contained under the sections “The Spin-Off,” “Dividend Policy,” “Security Ownership of Certain Beneficial Owners and Management,” and “Description of Our Capital Stock” of the Information Statement. Those sections are incorporated herein by reference.
Item 10. Recent Sales of Unregistered Securities
None.
Item 11. Description of Registrant’s Securities to be Registered
The information required by this item is contained under the section “Description of Our Capital Stock” of the Information Statement. The section is incorporated herein by reference.
Item 12. Indemnification of Directors and Officers
The information required by this item is contained under the sections “Description of Our Capital Stock” and “Certain Relationships and Related Party Transactions—Agreements with Greenland Technologies—Separation and Distribution Agreement” of the Information Statement. Those sections are incorporated herein by reference.
Item 13. Financial Statements and Supplementary Data
The information required by this item is contained under the sections “Selected Historical and Unaudited Pro Forma Consolidated Financial Data,” “Unaudited Pro Forma Consolidated Financial Statements,” “Index to Consolidated financial Statements” and the financial statements referenced therein beginning on page F-1 of the Information Statement. Those sections are incorporated herein by reference.
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 15. Financial Statements and Exhibits
| a. | Financial Statements and Exhibits |
The information required by this item is contained under the section “Index to Consolidated financial Statements” and the financial statements referenced therein beginning on page F-1 of the Information Statement. This section is incorporated herein by reference.
2
| b. | Exhibits. |
The following documents are filed as exhibits hereto:
| Exhibit | Description | |
| 2.1 | Form of Separation and Distribution Agreement between Greenland Technologies Holding Corporation and the Registrant*† | |
| 3.1 | Form of Amended and Restated Certificate of Incorporation of Greenland Holding Enterprises Inc.* | |
| 3.2 | Form of Bylaws of Greenland Holding Enterprises Inc.* | |
| 10.1 | Form of Transition Services Agreement between Greenland Technologies Holding Corporation and the Registrant * | |
| 10.2 | Form of Tax Matters Agreement between Greenland Technologies Holding Corporation and the Registrant * | |
| 10.3 | Form of Indemnification Agreements for Directors and Officers of the Registrant* | |
| 10.4 | Form of Employment Agreement between the Registrant and Executive Officers* | |
| 10.5 | Form of 2024 Equity Incentive Plan of Registrant* | |
| 21.1 | List of Subsidiaries* | |
| 99.1 | Information Statement of Greenland Holding Enterprises Inc., preliminary and subject to completion, dated February 14, 2024. | |
| 99.2 | Form of Notice of Internet Availability of Information Statement Materials* |
| * | To be filed by amendment. |
| † | Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules and similar attachments to the Separation Agreement have been omitted. Greenland Holding Enterprises Inc. hereby agrees to furnish supplementally a copy of any omitted schedule or similar attachment to the U.S. Securities and Exchange Commission upon request. |
3
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| Greenland Holding Enterprises Inc. | ||
| By: | /s/ Raymond Wang | |
| Name: | Raymond Wang | |
| Title: | Director | |
Dated: February 14, 2024
4
| This ‘10-12G’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/14/24 | None on these Dates | ||
| List all Filings | ||||