MingZhu Logistics Holdings Ltd

Recent Developments

On September 10, 2024, the Company entered into an Acquisition Agreement with HOLDCO 36, pursuant to which, among other things and subject to the terms and conditions contained therein, the Company intend to effect an acquisition of the HOLDCO 36 by the Company in accordance with this Agreement. Upon consummation of the Acquisition, the HOLDCO 36 shall become a wholly owned subsidiary of the Company.

On September 10, 2024, the Company entered into a Termination Agreement with Oxylus Global Inc. (the “Oxylus”), pursuant to which, the Company and the Oxylus mutually agreed to terminate the Acquisition Agreement signed on May 31, 2024. The Acquisition Agreement shall be of no further force or effect, and no party thereto shall have any continuing liabilities, damages, or obligations to the other party.

On October 21, 2024, the Company and its indirect wholly owned subsidiary, Shenzhen Yangang Mingzhu Freight Industries Co., Ltd., a company incorporated in China (“Shenzhen Mingzhu”), as the purchaser, entered into a software purchase agreement (the “Software Purchase Agreement”) with H&P International Holdings Limited, a company incorporated in Hong Kong (the “Seller”), as the seller, with respect to a certain Simulation Modeling Subsystem and Physical Simulation Subsystem of Intelligent Logistics Simulation System and related assets (the “Software”). Pursuant to the Software Purchase Agreement, Shenzhen Mingzhu agreed to acquire from the Seller all of the rights, title, and interests in the Software for consideration of an aggregate of 1,900,000 ordinary shares, at $1.20 per share, with an aggregate value of $2,280,000 (the “Consideration Shares”). In connection with the Software Purchase Agreement, on October 21, 2024, the Seller and four assignees entered into a deed of assignment with respect to the assignment of the Seller’s right to receive the Consideration Shares, and the Seller delivered to the Company and Shenzhen Mingzhu a notice of assignment.

On October 21, 2024, the Company completed the share issuance (the “Share Issuance”) and closed the acquisition of the Software, pursuant to the Software Purchase Agreement. The Company issued an aggregate of 1,900,000 ordinary shares, at US$1.20 per share, with an aggregate value of US$2,280,000 to the Assignees as consideration for all of the rights, title, and interests in Software.

The ordinary shares in the Share Issuance were issued in reliance on Rule 902 of Regulation S promulgated under the Securities Act of 1933, as amended, and the Assignees represented that they were not residents of the United States or “U.S. persons” as defined in Rule 902(k) of Regulation S and were not acquiring the Class A ordinary shares for the account or benefit of any U.S. person.