铜道控股美股招股说明书(2022-12-14版)

424B5 1 ea170136-424b5_tdholdings.htm PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(5)File No. 333-239757 Supplement No. 1 dated December 12, 2022To the Prospectus Supplement dated January 19, 2021(To Prospectus dated August 4, 2020) Up to 2,589,306 Shares of Common Stock TD HOLDINGS, INC. This supplement, referred to as the Supplement, amends and supplements certain information contained in the prospectus supplement dated January 19, 2021, referred to as the prospectus supplement, relating to the issuance and sale of up to 15,775,000 shares of our common stock, $0.001 par value per share, referred to as the Common Stock, from time to time directly to White Lion Capital LLC, a Nevada limited Liability company, or White Lion Capital, under a Common Stock Purchase Agreement entered into on January 19, 2021, or the Purchase Agreement. This Supplement consists of the Current Report on Form 8-K filed by us with the Securities and Exchange Commission on December 14, 2022, which we refer to as the Form 8-K. This Supplement should be read in conjunction with the prospectus supplement and the prospectus dated August 4, 2020 (as amended and supplemented to date), which we refer to as the prospectus, to which the prospectus supplement relates. Defined terms used in this Supplement and not defined herein have the respective meanings ascribed to such terms in the prospectus supplement. This Supplement amends only those sections of the prospectus supplement affected by this Supplement; all other sections of the prospectus supplement remain unchanged. To the extent there is a discrepancy between the information contained herein and the information in the prospectus supplement or the prospectus, the information contained herein supersedes and replaces such conflicting information. This Supplement is being filed to reflect the amendment and restatement of the Purchase Agreement pursuant to that certain Settlement and Restated Common Stock Purchase Agreement, dated December 12, 2022, by and between us and White Lion, which we refer to as the Amended and Restated Purchase Agreement, as described the Form 8-K, to reflect, among other things, that we now may offer and sell directly to White Lion up to 2,589,306 shares of Common Stock pursuant to the Amended and Restated Purchase Agreement under the registration statement of which this Supplement, the prospectus supplement and the prospectus are a part. Accordingly, each reference to, and description of, the “Purchase Agreement”, including the shares of Common Stock we may sell directly to White Lion from time to time thereunder in the prospectus supplement is hereby amended to refer to “Amended and Restated Purchase Agreement,” including that from the date of this Supplement may offer and sell directly to White Lion up to 2,589,306 shares of Common Stock thereunder. This Supplement, together with the prospectus supplement and the prospectus, is to be used by certain holders of the above-referenced securities or by their pledgees, donees, transferees or other successors-in-interest in connection with the offer and sale of such securities. As of the date of this Supplement, we had sold 1,253,468 shares of our Common stock under the Purchase Agreement. Our Common Stock is currently listed on the Nasdaq Capital Market under the symbol “GLG.” On December 12, 2022, the last reported sale price for our Common Stock on the Nasdaq Capital Market was $1.23 per share.The aggregate market value of our outstanding shares of Common Stock held by non-affiliates was approximately $53.46 million based on 55,699,386 outstanding shares of Common Stock, of which 11,518,385 shares are held by non-affiliates, and per share price of $1.21, which was the last reported price on the Nasdaq Capital Market for our Common Stock on December 13, 2022. We have not offered any securities pursuant to General Instruction I.B.6. of Form S-3 during the prior 12 calendar month period that ends on and includes the date of this Supplement and we may sell up to approximately $80 million of securities hereunder. Investing in our Common Stock involves risks. You should carefully review the risks described under the heading “Risk Factors” beginning on page 5 of the prospectus supplement which are incorporated by reference herein before you invest in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Supplement, the prospectus supplement or the prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The