格陵兰科技美股招股说明书(2026-01-29版)

GREENLAND TECHNOLOGIES HOLDING CORPORATION 5,083,330 Units,with each Unit consisting of one Ordinary Share and four-fifths (4/5) of one Warrant, with each wholewarrant exercisable to purchase one Ordinary Share 5,083,330 Ordinary Shares included in the Units 4,066,666 Warrants included in the Units Up to 4,066,666 Ordinary Shares Underlying the Warrants Greenland Technologies Holding Corporation (the “Company,” “we,” “our,” “us,” or “Greenland”) is offering on a firm commitmentbasis 5,083,330 units (each, a “Unit,” and, collectively, the “Units”), with each Unit consisting of (i)one ordinary share, no par valueper share (each, an “Ordinary Share,” and, collectively, the “Ordinary Shares”), and (ii)four-fifths (4/5) of one warrant, with eachwhole warrant exercisable for one Ordinary Share (each, a “Warrant,” and, collectively, the “Warrants”). Each combination of fiveWarrants will be exercisable for four Ordinary Shares, and only whole Warrants are exercisable. The public offering price is $1.20 perUnit. The Warrants will have a three-yearterm, will be immediately exercisable after issuance and have an initial exercise price of $1.20 pershare. The Warrants may also be exercised in whole or in part by means of a “zero price exercise,” in which the holder will be entitledto receive such number of Ordinary Shares equal to the number of Ordinary Shares that would be issuable upon exercise if suchexercise were by means of a cash exercise rather than a zero price cashless exercise. As a result, holders of the Warrants may be issueda maximum of 4,066,666 Ordinary Shares upon the exercise of the Warrants by means of the “zero price exercise.” As a result of the zero exercise price option, we do not expect to receive any cash proceeds from the exercise of the Warrants, becauseit is highly unlikely that holders of the Warrants would wish to pay an exercise price to receive one Ordinary Share when they couldchoose the zero price exercise option and pay no additional consideration to receive the share. We are also registering all of the Ordinary Shares issuable upon exercise of the Warrants included in the Unitsoffered hereby. See“Description of Securities We Are Offering—Units” in this prospectus for more information. The Unitsdo not have stand-alonerights and will not be certificated or issued as stand-alonesecurities. The Ordinary Shares and theWarrants included in the Unitsare immediately separable and will be issued separately in this offering. Our Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “GTEC.” The last reported sale price of our OrdinaryShares on Nasdaq on January 27, 2026 was $1.20 per share. There is no established trading market for the Units or the Warrants, and we do not expect an active trading market to develop. We donot intend to list the Units or the Warrants on any securities exchange or other trading market. Without an active trading market, theliquidity of such securities will be limited. We are a holding company incorporated in the British Virgin Islands and not a Chinese operating company. As a holding company withno material operations of our own, we conduct our operations through our United States (“U.S.”) subsidiary and our Peoples Republicof China (the “PRC” or “China”) subsidiaries (collectively, the “Operating Subsidiaries”). We hold equity interests in our subsidiariesand do not currently use a variable interest entity (“VIE”) structure. Investors in our Ordinary Shares are purchasing equity interest in aBritish Virgin Islands holding company. As used in this prospectus, “we,” “us,” “our company,” or “our” refers to GreenlandTechnologies Holding Corporation, and when describing the consolidated financial results of Greenland Technologies HoldingCorporation and its subsidiaries, also includes its subsidiaries. We and our PRC subsidiaries are subject to certain legal and operational risks associated with having operations based in China. PRClaws and regulations governing our PRC subsidiaries’ current business operations are constantly evolving, it is unclear how theseregulations will be interpreted, amended and implemented by the relevant government authorities, and, as a result, these risks mayresult in material changes in the operations of our PRC subsidiaries, significant depreciation of the value of our Ordinary Shares, or acomplete hindrance of our ability to offer or continue to offer our securities to investors. In addition, we and our PRC subsidiaries aresubject to risks and uncertainties of the interpretations and applications of PRC laws and regulations, including, but not limited to,those imposing limitations on foreign ownership in the industry our PRC subsidiaries operate. We and our PRC subsidiaries are alsosubject to the risks and uncertainties about any future actions of the PRC government. If any future actions of the PRC governmentresult in a material change in our PRC subsidiaries’ operations, the value of our Ordinary Shares may