Mingzhu Logistics Hldgs Ltd SEC Filings

Mingzhu Logistics Holdings Limited completed a registered direct offering of 8,000,000 units at a purchase price of $1.00 per unit, generating approximately $8 million in gross proceeds. Each unit includes one ordinary share or one pre-funded warrant plus one common warrant.

The company plans to use the net proceeds for working capital and general corporate purposes. The structure allows up to 8,000,000 pre-funded warrant shares at an exercise price of $0.128 per share and up to 64,000,000 common warrant shares through common warrants that initially carry a $1.00 exercise price and include a cashless "zero exercise price" option.

As of the dates stated, purchasers have exercised pre-funded warrants for 6,500,000 ordinary shares and common warrants for 45,152,000 ordinary shares. The company agreed to short-term restrictions on new issuances and variable rate transactions, and key insiders entered 90-day lock-up agreements.

Mingzhu Logistics Holdings Limited is registering up to 70,500,000 Ordinary Shares issuable upon exercise of warrants, plus 1,500,000 Ordinary Shares, 6,500,000 pre-funded warrants, and 8,000,000 common warrants included in newly issued units. The offering consists of 1,500,000 Common Units at $1.00 per unit and 6,500,000 Pre-Funded Units at $0.872 per pre-funded warrant, for a total public offering price of $7,168,000 and gross proceeds before expenses of $6,666,240. Net proceeds are estimated at about $7.3 million, assuming full exercise of the pre-funded warrants. Common Warrants carry a stated exercise price of $1.00 but include a zero exercise price option, and the company expects holders to use this feature, so it does not expect cash proceeds from these warrants. Mingzhu is a Cayman holding company whose operations are conducted in China through PRC subsidiaries and VIEs, exposing investors to VIE-enforcement, PRC regulatory, capital controls and data/cybersecurity risks that could materially affect the business or render the Ordinary Shares worthless. The company has recently faced Nasdaq bid-price compliance issues, implemented a 1-for-16 reverse split, and remains subject to heightened Nasdaq monitoring and potential delisting.

Mingzhu Logistics Holdings Limited (YGMZ) reported a leadership change in its finance team. On November 19, 2025, Jingwei Zhang resigned as chief financial officer and as a member of the board of directors, effective immediately. The company stated that his resignation was not due to any disagreement over operations, policies, or practices.

On the same day, Mingzhu appointed Junfei Yang as the new CFO and as a director to fill the board vacancy. Ms. Yang will receive annual compensation of $36,000 for her combined roles. She brings prior experience as CFO of Turing Intelligent Computing Technology Limited, and earlier finance roles at Chainalysis, Inc. and Ripple Labs Inc., mainly in financial modeling, analysis, and consolidation.

The company noted that Ms. Yang has no family relationships with current directors or executive officers and has not taken part in related-party transactions requiring disclosure, suggesting standard corporate governance practices around her appointment.

Mingzhu Logistics Holdings Limited (YGMZ) appointed Ms. Liying Li as Chief Operating Officer effective October 8, 2025. Under an employment agreement dated the same day, she will receive a base salary of US$18,000 per year, payable in cash or stock equivalent.

Ms. Li co‑founded Talking Web3 (January 2023–October 2025), previously served as an early shareholder and strategic advisor to xNFT Trading Platform (July 2021–January 2023), and led the Wallet Division at AToken by Digital Finance Group (October 2019–July 2021). She holds a bachelor’s degree in engineering from Harbin Institute of Technology (2007). The company states she has no family relationship with any director or executive officer and no related‑party transactions requiring disclosure. The full employment agreement is furnished as Exhibit 99.1.