UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2025
Commission File Number: 001-39564
Mingzhu Logistics Holdings Limited
(Translation of registrant’s name into
English)
27F, Yantian Modern Industry Service Center
No. 3018 Shayan Road, Yantian District
Shenzhen, Guangdong, China 518081
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On November 25, 2025, Mingzhu
Logistics Holdings Limited, a Cayman Islands exempted company with limited liability (the “Company”) entered into a securities
purchase agreement (the “Purchase Agreement”) with certain institutional investors named thereto (the “Purchasers”),
pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Offering”): (i) up to 8,000,000
ordinary share, par value $0.128 per share (the “Ordinary Shares”) of the Company (the “Shares”) included in 8,000,000
units (the “Units”), at a purchase price of $1.00 per Unit, with each Unit consisting of one Ordinary Share, or one pre-funded
ordinary share purchase warrant to purchase one Ordinary Share in lieu thereof (each, a “Pre-Funded Warrant,” and the Ordinary
Shares underlying the Pre-Funded Warrants, the “Pre-Funded Warrant Shares”), and one warrant, each exercisable to purchase
one Ordinary Share (each, a “Common Warrant”), and (ii) up to 64,000,000 Ordinary Shares (“Common Warrant Shares”)
issuable upon exercise of the Common Warrants to purchase Ordinary Shares at a zero exercise price.
The Offering closed on November
26, 2025. The Company received approximately $8 million in gross proceeds from the Offering, before deducting placement agent fees and
estimated offering expenses. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.
Each Pre-Funded Warrant represents
the right to purchase one Ordinary Share at an exercise price of $0.128 per share. The Pre-Funded Warrants are exercisable immediately
and may be exercised at any time until the Pre-Funded Warrants are exercised in full (subject to the beneficial ownership limitation described
therein). As of the date of this report, the Purchasers have exercised the Pre-Funded Warrants to purchase an aggregate of 6,500,000 Ordinary
Shares, and the Company has issued to the Purchasers 6,500,000 Pre-Funded Warrant Shares in accordance with the terms of the Pre-Funded
Warrants.
Each of the Common Warrants
has an initial exercise price of $1.00 per Ordinary Share and is exercisable beginning on the date of the issuance date and ending on
the one year of the issuance date. The Common Warrants include provisions for alternative cashless exercise, pursuant to which holders
of Common Warrants may effect a “zero exercise price option,” under which up to 64,000,000 Common Warrant Shares may be issuable
in aggregate under all Common Warrants. Subject to limited exceptions, a holder of Common Warrants will not have the right to exercise
any portion of its Common Warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the
election of the holder, such limit may be increased to up to 9.99%) of the number of Ordinary Shares outstanding immediately after giving
effect to such exercise. As of December 4, 2025, the Purchasers have exercised the Common Warrants to purchase an aggregate of 45,152,000
Ordinary Shares, and the Company has issued to the Purchasers 45,152,000 Common Warrant Shares in accordance with the terms of the Common
Warrants.
The Purchase Agreement contains
customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the
Company, other obligations of the parties, and termination provisions.
In addition, the Company agreed
that for a period of thirty (30) days from the closing date of the Offering, it will not: (i) issue, enter into any agreement to issue
or announce the issuance or proposed issuance of any Ordinary Shares or equivalent securities; or (ii) file any registration statement
or amendment or supplement thereto (other than the Prospectus Supplement, or on Form S-8 or in connection with any employee benefit plan).
In addition, the Company agreed that it will not conduct any sales of Ordinary Shares or equivalent securities involving a variable rate
transaction (as defined in the Purchase Agreement) for a period of sixty (60) days from the closing date of the Offering, subject
to certain exceptions as described in the Purchase Agreement.
Concurrently with the execution
of the Purchase Agreement, the officers and directors of the Company and shareholders of the Company holding 5% or more of the Company’s
Ordinary Shares entered into lock-up agreements (the “Lock-Up Agreement”) pursuant to which they have agreed, among other
things, not to sell or dispose of any Ordinary Shares which are or will be beneficially owned by them for ninety (90) days following the
closing of the Offering.
The Shares, the Pre-Funded
Warrants, the Pre-Funded Warrant Shares, the Common Warrants and the Common Warrant Shares (together with the Shares, the Pre-Funded Warrants,
the Pre-Funded Warrant Shares, and the Common Warrants, the “Securities”) were offered by the Company pursuant to a registration
statement on Form F-3, as amended (File No. 333-267839) (the “Registration Statement”), filed with the Securities and Exchange
Commission (the “Commission”) and became effective on June 6, 2023, the base prospectus filed as part of the Registration
Statement, and the prospectus supplement dated November 25, 2025 (the “Prospectus Supplement”).
On November 25, 2025, the
Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Univest
Securities, LLC (“Univest” or the “Placement Agent”), pursuant
to which the Company engaged Univest as the exclusive placement agent in connection with
the Offering. The Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Securities. In addition, under
the Placement Agency Agreement the Company agreed to pay the Placement Agent a placement agent fee in cash equal to seven percent (7%)
of the aggregate gross proceeds raised from the sale. The Company also agreed to reimburse the Placement Agent at closing for legal and
other expenses incurred by them in connection with the Offering in an amount not to exceed $50,000.
The Placement Agency Agreement
contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations
of the Company and the Placement Agent, including for liabilities under the Securities Act of 1933, as amended (the “Securities
Act”), other obligations of the parties and termination provisions.
The foregoing summaries of
the Placement Agency Agreement, the Purchase Agreement, the Lock-Up Agreements, the Pre-Funded Warrants and the Common Warrants do not
purport to be complete and are subject to, and qualified in their entirety by, such documents filed as Exhibits 10.1, 10.2, 10.3, 4.1
and 4.2, respectively, hereto and incorporated by reference herein. A copy of the press release related to the Offering entitled “MINGZHU
LOGISTICS HOLDINGS LIMITED Announces $8 Million Registered Direct Offering” is furnished as Exhibit 99.1 hereto and is incorporated
by reference herein.
Copy of the opinion of Ogier
relating to the legality of the issuance and sale of the Securities is filed as Exhibits 5.1 hereto.
This report is incorporated
by reference into each of (i) the registration statements on Form F-3, as amended (File No. 333-267839 and File No. 333-287552),
filed with the Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents
or reports subsequently filed or furnished.
This report shall not constitute
an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in
any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
Forward-Looking Statements:
This report contains forward-looking
statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and
other Federal securities laws. For example, the Company is using forward-looking statements when it discusses the closings of the Offering.
All statements other than statements of historical facts included in this report are forward-looking statements. Forward-looking statements
are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current beliefs,
expectations and assumptions regarding the future of its business, future plans and strategies, projections, anticipated events and trends,
the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties,
risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. The Company’s
actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should
not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to
differ materially from those indicated in the forward-looking statements include the risks and uncertainties described in the Company’s
annual report on Form 20-F for the year ended December 31, 2024, filed with the Commission on May 15, 2025, and the Company’s other
filings with the Commission, including interim reports. The Company undertakes no obligation to publicly update any forward-looking statement,
whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Exhibit Index
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of the Pre-Funded Warrants |
| 4.2 |
|
Form of the Common Warrants |
| 5.1 |
|
Opinion of Ogier |
| 10.1 |
|
Placement Agency Agreement, dated November 25, 2025, by and between the Company and Univest Securities, LLC |
| 10.2 |
|
Form of Securities Purchase Agreement, dated November 25, 2025, by and among the Company and the purchasers thereto |
| 10.3 |
|
Form of Lock-Up Agreements |
| 23.1 |
|
Consent of Ogier (included in Exhibit 5.1) |
| 99.1 |
|
Press Release |
SIGNATURES
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, thereunto
duly authorized.
| |
MINGZHU LOGISTICS HOLDINGS LIMITED |
| |
|
| |
By: |
/s/ Jinlong Yang |
| |
Name: |
Jinlong Yang |
| |
Title: |
Chief Executive Officer |
Date: December 5, 2025
