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): September
10, 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.) |
|
10-F, Building #12, Sunking Plaza, Gaojiao Road
Hangzhou, Zhejiang
People’s Republic of China |
|
311122 |
| (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 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 |
| Class A ordinary shares, no par value |
|
GTEC |
|
The Nasdaq Stock Market LLC |
Item 3.01. Notice of Delisting or Failure to Satisfy
a Continued Listing Rule or Standard; Transfer of Listing.
As previously reported on its Current Report on Form 8-K filed on March 16, 2026, Greenland Technologies Holding Corporation (the “Company”)
received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) on March 12, 2026,
notifying the Company that the closing bid price per share for its Class A ordinary shares (the “Class A Ordinary Shares”)
was below $1.00 for a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement set forth
in Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company had 180 calendar days, or until September
8, 2026 (the “Initial Compliance Date”), to regain compliance with the minimum bid price requirement by having shares of the
Company’s Class A Ordinary Shares maintain a minimum closing bid price of at least $1.00 per share for a minimum of 10 consecutive
business days before the Initial Compliance Date.
On September 10, 2026, the Company received a letter
from the Staff (the “Letter”) notifying the Company that the Company is eligible for an additional 180-day period (the “Second
Compliance Period”), or until March 8, 2027 (the “Compliance Date”), to regain compliance, based on the Staff’s
determination of the Company meeting the continued listing requirement for market value of publicly held shares and all other initial
listing standards for Nasdaq, with the exception of the minimum bid price requirement, and the Company’s written notice to Nasdaq
of its intention to cure the deficiency during the Second Compliance Period, by effecting a reverse stock split, if necessary. The Letter
has no immediate impact on the listing of the Company’s Class A Ordinary Shares on Nasdaq. If at any time during the Second Compliance
Period the closing bid price of the Company’s Class A Ordinary Shares is at least $1.00 per share for a minimum of 10 consecutive
business days (which may be extended to be a period of up to 20 consecutive business days in the discretion of the Staff), Nasdaq will
provide the Company with written confirmation of compliance.
If the Company does not regain compliance by the Compliance
Date, the Staff will provide written notification that the Company’s Class A Ordinary Shares are subject to delisting. At that time,
the Company may appeal the delisting determination to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq listing
rules. However, there can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination by
Nasdaq to the panel, such appeal would be successful.
The Company intends to actively monitor the closing
bid price of its Class A Ordinary Shares between now and the Compliance Date and, as appropriate, will evaluate available options to resolve
the deficiency and regain compliance with the minimum bid price requirement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| No. |
|
Description |
| 104 |
|
Cover Page Interactive Data File (formatted in Inline 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 Company’s ability to regain compliance
with Nasdaq Listing Rule 5550(a)(2) during the Second Compliance Period, the Company’s plans and actions to cure the bid price deficiency,
including by effecting a reverse stock split if necessary, the Company’s ability to maintain a closing bid price of at least $1.00
per share for the requisite period, the potential delisting of the Company’s Class A Ordinary Shares and the Company’s ability
to successfully appeal any such delisting determination, and the Company’s intentions to monitor the closing bid price of its Class
A Ordinary Shares and evaluate available options to resolve the deficiency. These statements also include 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: the Company’s ability to regain
compliance with the minimum bid price requirement by March 8, 2027, risks and uncertainties associated with effecting a reverse stock
split, including the potential impact on the trading price and liquidity of the Company’s Class A Ordinary Shares, the possibility
that the Company’s Class A Ordinary Shares may be delisted from Nasdaq if compliance is not regained, general market conditions
affecting the trading price of the Company’s Class A Ordinary Shares, as well as other risks and uncertainties set forth in the
Company’s Periodic Report on Form 10-Q for the quarter ended June 30, 2026 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 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: September 11, 2026 |
By: |
/s/ Raymond Z. Wang |
| |
Name: |
Raymond Z. Wang |
| |
Title: |
Chief Executive Officer |
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