424B5 1 ea0267352-424b5_mingzhu.htm PROSPECTUS SUPPLEMENT

Filed pursuant to Rule 424(b)(5)

Registration Statement No. 333-267839

Prospectus Supplement

(To Prospectus dated June 6, 2023, as amended)

1,500,000 Common Units, each consisting of one Ordinary Share and one Common Warrant, each exercisable to purchase one Ordinary Share

6,500,000 Pre-Funded Units, each consisting of one Pre-Funded Warrant to purchase one Ordinary Share and one Common Warrant, each exercisable to purchase one Ordinary Share

1,500,000 Ordinary Shares included in the Common Units

6,500,000 Pre-Funded Warrants to Purchase 6,500,000 Ordinary Shares

8,000,000 Common Warrants to Purchase 8,000,000 Ordinary Shares

6,500,000 Ordinary Shares Issuable upon Exercise of the Pre-Funded Warrants

and

64,000,000 Ordinary Shares Issuable upon Exercise of the Common Warrants

(which contains a zero exercise price option)

MINGZHU LOGISTICS HOLDINGS LIMITED

Mingzhu Logistics Holdings Ltd. (the “Company,” “we,” “us,” or “Mingzhu”) is offering common units (the “Common Units”), each consisting of one Ordinary Share, par value $0.128 per share (the “Ordinary Shares”), and one common warrant to purchase one Ordinary Share (each, a “Common Warrant”), at an exercise price of $1.00 each. We are also offering pre-funded units (the “Pre-Funded Units,” together with the Common Units, the “Units”) each consisting of one pre-funded warrant (the “Pre-Funded Warrants,” together with the Common Warrants, the “Warrants”) and one Common Warrant. We are offering the Common Units at the public offering price of $1.00 per Common Unit, and the Pre-Funded Warrants at the public offering price of $0.872 per Pre-Funded Warrant, which equals to the purchase price per Common Unit less $0.128, which is the exercise price of the Pre-Funded Warrants (the “Offering”). We are registering an aggregate of 1,500,000 Ordinary Shares, 6,500,000 Pre-Funded Warrants, and 8,000,000 Common Warrants included in the Units, and up to 70,500,000 Ordinary Shares issuable upon the exercise of the Warrants (up to eight Ordinary Shares pursuant to the zero exercise price option as described further below). Each of the Common Warrants will have an initial exercise price of $1.00 per Ordinary Share and will be exercisable beginning on the date of the issuance date and ending on the one year of the issuance date. The offering price per Unit in the Offering was determined based on negotiations between us and the placement agent who acted on behalf of the investors in the Offering, which was based on latest market price prior to the pricing of the Offering.

The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The Ordinary Shares can each be purchased in this offering only with the accompanying Common Warrants as part of the Common Units, and the Pre-Funded Warrants can each be purchased in this offering only with the accompanying Common Warrants as part of the Pre-Funded Units, but the component parts of the Units will be immediately separable and issued separately in this Offering.

The initial exercise price of $1.00 for each of the Common Warrants was determined at 100% of the public offering price of $1.00 per Unit. The exercise price may be subject to adjustments as described in the Warrant. Such adjustments occur in the following circumstances, including: (i) if the Company effects any share splits, combinations, reclassifications, or share dividends, the exercise price may be adjusted proportionately; and (ii) in the event of certain corporate transactions such as mergers or reorganizations, the exercise price may be adjusted to reflect the consideration received by holders of Ordinary Shares in the transaction.

A holder of the Common Warrants may also effect an exercise at a zero exercise price (the “zero exercise price option”) at any time while the Common Warrants are outstanding. The aggregate number of Ordinary Shares issuable in such zero exercise price option pursuant to any given notice of exercise electing to effect a zero exercise price option under a Common Warrant shall be equal to 64,000,000 divided by the number of Units actually sold in the Offering, multiplied by the number of Ordinary Shares set forth on the cover page of such Common Warrant, multiplied by the number of Ordinary Shares set forth in such given notice of exercise, divided by the number of Ordinary Shares set forth on the cover page of such Common Warrant. The Common Warrants included in this Offering entitle the holders to receive, via the zero exercise price option, a fixed number of 64,000,000 Ordinary Shares in total regardless of how many units are sold in the Offering. This aggregate number of shares are allocated among the holders in proportion to their number of the Common Warrants.

While the Common Warrants do provide for an initial exercise price of $1.00 per Ordinary Share as well as the ability to exercise the Common Warrants on a cash exercise basis, it is anticipated that all Common Warrant holders will utilize the zero exercise price option as this allows for the exercise of the Common Warrants for no additional consideration and will result in a greater number of Ordinary Shares that investors will receive under upon exercise than what would be issuable upon cash exercise. As a result, there is no practical or financial incentive for holders of the Common Warrants to exercise the Common Warrants via cash exercise and we do not expect to receive any proceeds from the exercise of the Common Warrants overall.

Our Ordinary Shares trade on the Nasdaq Stock Market under the symbol “YGMZ.” The last reported sale price of our Ordinary Shares on The Nasdaq Stock Market on November 24, 2025 was $1.06 per Ordinary Share. There is no established trading market for the Warrants, and we do not intend to apply for listing of the Warrants on any national securities exchange. Without a trading market, the liquidity of the Warrants will be limited. We are also registering the Ordinary Shares issuable upon exercise of the Warrants and anticipate that such Ordinary Shares will trade on The Nasdaq Stock Market.

As of November 24, 2025, the aggregate market value of our outstanding Ordinary Shares held by non-affiliates was approximately $76.26 million based on 4,766,362 outstanding Ordinary Shares held by non-affiliates, and a per share price of $16.00, which was the closing bid price on the Nasdaq Capital Market of our Ordinary Shares on October 10, 2025. During the 12 calendar months prior to and including the date of this prospectus supplement (excluding this Offering), we did not sell any securities pursuant to General Instruction I.B.5 of Form F-3.

Investing in our securities is highly speculative and involves a significant degree of risk. Mingzhu is not an operating company established in People’s Republic of China (the “PRC” or “China”), but a holding company incorporated in the Cayman Islands. As a holding company with no material operations of its own, Mingzhu conducts substantially all of its operations through its subsidiaries established in the PRC (the “Subsidiaries”) and through contractual arrangements with its variable interest entities incorporated in the PRC (the “VIEs”). The VIEs are consolidated for accounting purpose only and Mingzhu does not own any equity interest in the VIEs. The securities offered in this prospectus supplement are securities of Mingzhu, our Cayman Islands holding company. Thus, investors may never directly hold equity interests in the VIEs. The VIE structure is used to provide investors with exposure to foreign investment in China-based companies where Chinese law prohibits or limits direct foreign investment in the operating companies. However, our contractual arrangements with the VIEs are not equivalent of an investment in the VIEs. Investors of our securities thus are not purchasing equity interest in the VIEs and their subsidiaries in China but instead are purchasing equity interest in a Cayman holding company. Such VIE arrangement is not identical to owning such entities directly, and investors will own shares in a holding company with contracts with the VIEs and will not have any equity ownership of such VIEs themselves. The VIE arrangement may not be as effective as direct ownership in providing us with control over the VIEs. Direct ownership would allow us, for example, to directly or indirectly exercise our rights as a shareholder to effect changes in the boards of directors, which, in turn, could affect changes, subject to any applicable fiduciary obligations at the management level. However, under the VIE arrangement, as a legal matter, if the VIEs or its shareholders fail to perform their respective obligations under the VIE arrangement, we may have to incur substantial costs and expend significant resources to enforce those arrangements and resort to litigation or arbitration and rely on legal remedies under PRC laws. These remedies may include seeking specific performance or injunctive relief and claiming damages, any of which may not be effective. In the event we are unable to enforce these VIE Agreements or we experience significant delays or other obstacles in the process of enforcing the VIE arrangement, we may not be able to exert effective control over the VIEs and may lose control over the assets owned by the VIEs.

Our corporate structure is subject to risks relating to our contractual arrangements with our VIEs and their shareholders. Such contractual arrangements have not been tested in any of the PRC courts. There are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations, and rules relating to these contractual arrangements. If the PRC government finds these contractual arrangements non-compliant with the restrictions on direct foreign investment in the relevant industries, or if the relevant PRC laws, regulations, and rules or the interpretation thereof change in the future, we could be subject to severe penalties or be forced to relinquish our interests in the VIEs or forfeit our rights under the contractual arrangements. Mingzhu and investors face uncertainty about potential future actions by the PRC government, which could affect the enforceability of our contractual arrangements with our VIEs and consequently, significantly affect the financial condition and results of operations of Mingzhu. If we are unable to claim our right to control the assets of the VIEs, our Ordinary Shares may decline in value or become worthless. The PRC government could even disallow the VIE structure completely, which would likely result in a material adverse change in our operations and our Ordinary Shares may significantly decline in value or become worthless. See “Item 3.D. Risk Factors — Risks Related to Our Corporate Structure — In the event we are unable to enforce the contractual arrangements with VIEs, we may not be able to exert effective control over the VIEs. If the government of the PRC finds that VIE Agreements do not comply with PRC laws, we could be subject to significant penalties or be forced to relinquish our interests in those operations or we could be unbale to assert our contractual control rights over the VIEs” on page 9 of the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2024 (the “2024 Annual Report”).

Under our corporate structure, our ability to pay dividends and to service any debt we may incur and pay our operating expenses principally depends on dividends paid by our PRC subsidiaries and VIEs. Cash is transferred through our organization in the manner as follows: (1) we may transfer funds to our WFOEs through our Hong Kong subsidiaries by additional capital contributions or shareholder loans, as the case may be; (2) the VIEs may pay service fees to our PRC subsidiaries for services rendered by our PRC subsidiaries; (3) our PRC subsidiaries may pay service fees to the VIEs for services rendered by the VIEs; and (4) our PRC subsidiaries may make dividends or other distributions to Mingzhu. We do not have cash management policies dictating how funds are transferred throughout our organization. We may encounter difficulties in our ability to transfer cash between PRC subsidiaries and non-PRC subsidiaries largely due to various PRC laws and regulations imposed on foreign exchange. However, as long as we are compliant with the procedures for approvals from foreign exchange authorities and banks in China, the relevant laws and regulations in China do not impose limitations on the amount of funds that we can transfer out of China. If we intend to distribute dividends to Mingzhu, our WFOEs will transfer the dividends to our Hong Kong subsidiaries in accordance with the laws and regulations of the PRC, then our Hong Kong subsidiaries will transfer the dividends to our British Virgin Islands (the “BVI”) subsidiaries, and then our BVI subsidiaries will transfer the dividends to Mingzhu, and the dividends can be distributed from Mingzhu to all shareholders respectively in proportion to the shares they hold, regardless of whether the shareholders are U.S. investors or investors in other countries or regions. In the six months ended June 30, 2025 and the fiscal year ended December 31, 2024, our PRC subsidiaries received $nil and $nil cash benefits from the VIEs for services rendered to the VIEs and their subsidiaries, respectively. As of June 30, 2025 and December 31, 2024, our PRC subsidiaries own $nil and $nil amount to the VIEs as inter-company loan, respectively. As of the date of this prospectus supplement, none of our subsidiaries have ever issued any dividends or made other distributions to Mingzhu nor have Mingzhu ever paid dividends or made other distributions to U.S. investors. We plan to distribute earnings or settle amounts owed under the VIE agreements. Any limitation on the ability of our subsidiaries to distribute dividends to us or on the ability of the VIEs to make payments to us may restrict our ability to satisfy our liquidity requirements. To the extent cash or assets in the business is in the PRC or Hong Kong or in a PRC or Hong Kong entity, and may need to be used to fund operations outside of the PRC or Hong Kong, the funds and assets may not be available to fund operations or for other uses outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations by the government on our subsidiaries’ or the VIEs’ ability to transfer cash and assets. For more detailed discussion of the restrictions and limitations on the ability to transfer cash or distribute earnings between our PRC subsidiaries and the VIEs, and between Mingzhu and the VIEs, see “Prospectus Supplement Summary — About Mingzhu Logistics Holdings Limited — Cash Flows through Our Organization” on page S-18.

In addition, as we conduct substantially all of our operations in China, we are subject to legal and operational risks associated with having substantially all of our operations in China, including changes in the legal, political and economic policies of the Chinese government, the relations between China and the United States, or Chinese or United States regulations may materially and adversely affect our business, financial condition and results of operations. PRC laws and regulations governing our current business operations are sometimes vague and uncertain, and therefore, these risks may result in a material change in our operations and the value of our Ordinary Shares, or could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and cause the value of such securities to significantly decline or be worthless. Recently, the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. We have relied on the opinion of our PRC counsel, PacGate Law Group, that as of the date of this prospectus supplement, we are not directly subject to these regulatory actions or statements, as we have not implemented any monopolistic behavior and our business does not involve large-scale collection of user data, implicate cybersecurity, or involve any other type of restricted industry. On February 17, 2023, the China Securities Regulatory Commission (the “CSRC”) issued the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Administrative Measures”) and relevant supporting guidelines (together with the Trial Administrative Measures, the “New Administrative Rules Regarding Overseas Listings”), which indicate the determination of the Chinese government to supervise the direct and indirect overseas listing and offering and came into effective on March 31, 2023. The Trial Administrative Measures set out that subsequent securities offerings of an issuer in the same overseas market where it has previously offered and listed securities should be filed with the CSRC within 3 working days after the offering is completed, which makes us subject to additional filing requirements in connection with this offering and any future follow-up offerings. As further advised by our PRC counsel, PacGate Law Group, as of the date of this prospectus supplement, aside from the future filing requirements in connection with this offering and our future offerings required under the Trial Administrative Measures, no relevant laws or regulations in the PRC explicitly require us to seek approval from the CSRC or any other PRC governmental authorities for our overseas listing or securities offering plans, nor has our company or any of our subsidiaries received any inquiry, notice, warning or sanctions regarding our offering of securities from the CSRC or any other PRC governmental authorities. We plan to comply with the new Administrative Rules Regarding Overseas Listings by making the required filing with CSRC for this offering and any future event triggering the filing requirement of us. However, since these statements and regulatory actions by the PRC government are newly published and official guidance and related implementation rules have not been issued, it is highly uncertain what potential impact such modified or new laws and regulations will have on our daily business operations, or ability to accept foreign investments and list on a U.S. or other foreign exchange. In addition to the Trial Administrative Measures, the Standing Committee of the National People’s Congress (the “SCNPC”) or other PRC regulatory authorities may in the future promulgate laws, regulations or implementing rules that require our company or any of our subsidiaries to obtain regulatory approval from Chinese authorities before offering securities in the U.S. In other words, although the Company is currently not required to obtain permission from any of the PRC central or local government and has not received any denial to list on the U.S. exchange, our operations could be adversely affected, directly or indirectly; our ability to offer, or continue to offer, securities to investors would be potentially hindered and the value of our securities might significantly decline or be worthless, by existing or future laws and regulations relating to its business or industry or by intervene or interruption by PRC governmental authorities, if we or our subsidiaries (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, (iii) applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, or (iv) any intervention or interruption by PRC governmental with little advance notice. See “Item 3.D. Risk Factors — Risks Related to Doing Business in China” beginning on page 10 of the 2024 Annual Report for a detailed description of various risks related to doing business in China and other information that should be considered before making a decision to purchase any of our securities.

As of the date of this prospectus supplement, the four Hong Kong subsidiaries of Mingzhu do not have any material operation in Hong Kong and they have not collected, stored, or managed any personal information in Hong Kong. Therefore, we have concluded that currently it does not expect that laws and regulations in Mainland China on data security, data protection, cybersecurity or anti-monopoly to be applied to its Hong Kong subsidiaries or that the oversight of the Cyberspace Administration of China will be extended to its operations outside of Mainland China.

We face various legal and operational risks and uncertainties related to being based in and having significant operations in mainland China. The PRC government has significant authority to exert influence on the ability of a China-based company, such as us, to conduct its business, accept foreign investments or list on U.S. or other foreign exchanges. For example, we face risks associated with regulatory approvals of offshore offerings, oversight on cybersecurity and data privacy, as well as the lack of inspection by the Public Company Accounting Oversight Board (the “PCAOB”) on our auditors. Such risks could result in a material change in our operations and/or the value of the ordinary shares or could significantly limit or completely hinder our ability to offer ordinary shares and/or other securities to investors and cause the value of such securities to significantly decline or be worthless. These regulatory risks and uncertainties could become applicable to our Hong Kong subsidiaries if regulatory authorities in Hong Kong adopt similar rules and/or regulatory actions. For a detailed description of risks relating to doing business in mainland China, see “Item 3 — Key Information — D. Risk Factors— Risk Related to Doing Business in China — The PRC government has significant authority to regulate or intervene in the China operations of an offshore holding company, such as us, at any time. Therefore, investors in our ordinary shares and our business face potential uncertainty from the PRC government’s policy” beginning on page 10 in our 2024 Annual Report.

Furthermore, as more stringent criteria have been imposed by the U.S. Securities and Exchange Commission (the “SEC”) and the Public Company Accounting Oversight Board (the “PCAOB”), our securities may be prohibited from trading if our auditor cannot be fully inspected. On December 16, 2021, the PCAOB issued its determination that the PCAOB is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, because of positions taken by PRC authorities in those jurisdictions, and the PCAOB included in the report of its determination a list of the accounting firms that are headquartered in the PRC or Hong Kong. On August 26, 2022, the CSRC, the Ministry of Finance of the PRC (the “MOF”), and the PCAOB signed a Statement of Protocol (the “Protocol”), taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. On December 15, 2022, the PCAOB announced that PCAOB has secured complete access to inspect and investigate public accounting firms headquartered in mainland China and Hong Kong, and vacated previous determinations to the contrary. Our auditor, Li CPA LLC is based in STE 1001-2852 South Parker Street, Aurora, Colorado, USA, 800014, registered with PCAOB and subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. On February 24, 2023, the CSRC, the Ministry of Finance, the State Secrecy Administration, and the State Archives Bureau jointly issued the Provisions on Strengthening Confidentiality and Archives Administration in Respect of Overseas Issuance and Listing of Securities by Domestic Enterprises (the “Provisions”), which aims to standardize confidentiality and archives administration in respect of direct or indirect overseas issuance of securities by domestic enterprises of the PRC and came into effective on March 31, 2023. The Provisions provides the following requirements: (a) working papers formed within the territory of China by the securities companies and securities service agencies that provide corresponding services for the overseas issuance and listing of domestic enterprises shall be stored within the territory of China. Those that need to transmit working papers outbound shall go through examination and approval formalities in accordance with the relevant provisions of the State, and (b) the relevant domestic enterprise, securities companies and securities service agencies shall obtain the consent of the CSRC or the relevant administrative authorities prior to cooperating in the inspection or investigation carried out by the overseas securities regulator or relevant administrative authorities or providing documents and materials for cooperating in the inspection or investigation. The Provisions further provide that, where the overseas securities regulator and the relevant competent authorities request to conduct inspection or investigation to collect evidence from a domestic enterprise and the domestic securities companies and securities service agencies providing corresponding services regarding the overseas offering and listing activities of the domestic enterprise, the inspection or investigation shall be carried out under the cross-border regulatory cooperation mechanism, and the CSRC or the relevant authorities shall provide the requisite assistance pursuant to the bilateral and multilateral cooperation mechanism. Given the recency of the Protocol and the Provisions and the fact that official guidance and related implementation rules have not been issued and the Provisions may be subject to further clarifications during subsequent implementation, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access – in any way and at any point in the future – the Board of PCAOB will act immediately to consider the need to issue a new determination. If it is later determined that the PCAOB is unable to inspect or investigate our auditor completely, investors may be deprived of the benefits of such inspection. Any audit reports not issued by auditors that are completely inspected by the PCAOB, or a lack of PCAOB inspections of audit work undertaken in China that prevents the PCAOB from regularly evaluating our auditors’ audits and their quality control procedures, could result in a lack of assurance that our financial statements and disclosures are adequate and accurate, then such lack of inspection could cause our securities to be delisted from the stock exchange. See risks disclosed under “Item 3 — Key Information — D. Risk Factors — Risks Related to Doing Business in China — The U.S. law and regulations, including the Holding Foreign Companies Accountable Act, call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our capital raising activities and compliance costs” on page 19 in our 2024 Annual Report.

As a holding company, Mingzhu relies on dividends and other distributions on equity paid by its operating subsidiaries for cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to its shareholders or to service any expenses it may incur. Our PRC subsidiaries’ ability to distribute dividends is based upon their distributable earnings. Current PRC regulations permit our PRC subsidiaries to pay dividends to their respective shareholders only out of their accumulated profits, if any, as determined in accordance with PRC accounting standards and regulations. In addition, under PRC law, each of our PRC subsidiaries is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. These reserves are not distributable as cash dividends. If any of our PRC subsidiaries incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends to Mingzhu. To date, there have not been any such dividends or other distributions from our PRC subsidiaries to our subsidiaries located outside of China, Mingzhu or its shareholders outside of China. Furthermore, as of the date of this prospectus supplement, neither Mingzhu nor any of its subsidiaries have ever paid dividends or made distributions to U.S. investors. Mingzhu is permitted under PRC laws and regulations as an offshore holding company to provide funding to its PRC subsidiaries in China through shareholder loans or capital contributions, subject to satisfaction of applicable government registration and filing requirements. According to the relevant PRC regulations on foreign-invested enterprises in China, there are no quantity limits on Mingzhu’s ability to make capital contributions to its PRC subsidiaries. However, our PRC subsidiaries may not procure loans which exceed the higher of (i) difference between their total investment amount as recorded in the Foreign Investment Comprehensive Management Information System and their respective registered capital and (ii) 2.5 times of their net worth. If we decide to finance our wholly owned PRC subsidiaries by means of capital contributions, these capital contributions are subject to registration with the State Administration for Market Regulation or its local branch, reporting of foreign investment information with the PRC Ministry of Commerce, and registration with other governmental authorities in China (including local counterpart of SAFE or its authorized banks), and if we decide to finance our wholly owned PRC subsidiaries by means of foreign loans, these loans must be registered with the local counterpart of SAFE or its authorized banks. The relevant filing and registration processes for capital contributions typically take approximately eight weeks to complete and the filing and registration processes for foreign loans typically take approximately four weeks or longer to complete. In the future, cash proceeds raised from overseas financing activities may continue to be transferred by Mingzhu to the PRC subsidiaries via capital contribution or shareholder loans, as the case may be. We intend to retain most, if not all, of our available funds and any future earnings for the development and growth of our business in China. We do not expect to pay dividends or distribute earnings in the foreseeable future.

To date, fund transfers have occurred between Mingzhu and its subsidiaries. The sources of funds of Mingzhu to its subsidiaries primarily consisted of proceeds from equity financings. We maintain bank accounts in China, including cash in Renminbi in the amount of RMB6.3 million (approximately US$0.9 million) and RMB2.3 million (approximately US$0.3 million) as of June 30, 2025 and December 31, 2024, respectively. Funds are transferred between Mingzhu and its subsidiaries for their daily operation purposes. The transfer of funds between our PRC subsidiaries are subject to the Provisions of the Supreme People’s Court on Several Issues Concerning the Application of Law in the Trial of Private Lending Cases (2020 Second Revision, the “Provisions on Private Lending Cases”), which was implemented on January 1, 2021 to regulate the financing activities between natural persons, legal persons and unincorporated organizations. The Provisions on Private Lending Cases set forth that private lending contracts will be upheld as invalid under the circumstance that (i) the lender swindles loans from financial institutions for relending; (ii) the lender relends the funds obtained by means of a loan from another profit-making legal person, raising funds from its employees, illegally taking deposits from the public; (iii) the lender who has not obtained the lending qualification according to the law lends money to any unspecified object of the society for the purpose of making profits; (iv) the lender lends funds to a borrower when the lender knows or should have known that the borrower intended to use the borrowed funds for illegal or criminal purposes; (v) the lending is in violation of public orders or good morals; or (vi) the lending is in violation of mandatory provisions of laws or administrative regulations. We have relied on the opinion of our PRC counsel, PacGate Law Group, that the Provisions on Private Lending Cases does not prohibit using cash generated from one subsidiary to fund another subsidiary’s operations. We have not been notified of any other restriction which could limit our PRC subsidiaries’ ability to transfer cash between subsidiaries. As of the date of this prospectus supplement, we have no cash management policies that dictate how funds are transferred between Mingzhu and its subsidiaries.

Most of our cash is in Renminbi, and the PRC government could prevent the cash maintained in the PRC or Hong Kong from leaving, could restrict deployment of the cash into the business of our subsidiaries and restrict the ability to pay dividends. For details regarding the restrictions on our ability to transfer cash between us and our subsidiaries, see “Risk Factors — Risks Related to Doing Business in China — Restrictions on currency exchange or outbound capital flows may limit our ability to utilize our PRC revenue effectively” on page S-33 of this prospectus supplement, “Item 3 — Key Information — D. Risk Factors —Risks Related to Doing Business in China — PRC regulation on loans to, and direct investment in, PRC entities by offshore holding companies and governmental control in currency conversion may delay or prevent us from using the proceeds of our initial public offering or follow-on offering to make loans to or make additional capital contributions to our PRC subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business,” on page 26 in our 2024 Annual Report and “Risk Factors — Risks Related to Doing Business in China — The PRC government could prevent the cash maintained from leaving the PRC, restrict deployment of the cash into the business of our PRC subsidiaries and restrict the ability to pay dividends to U.S. investors, which could materially adversely affect our operations” on page S-34 of this prospectus supplement.

We have engaged Univest Securities, LLC to act as the exclusive placement agent (“Univest” or the “placement agent”) to use its best efforts to solicit offers from investors to purchase the securities in this offering. The placement agent has no obligation to buy any securities from us or to arrange for the purchase or sale of any specific number or dollar amount of securities. The placement agent is not purchasing or selling any securities in this offering. See “Plan of Distribution” beginning on page S-55 of this prospectus supplement for more information regarding these arrangements. We will pay the placement agent a fee equal to the sum of 7.0% of the aggregate purchase price paid by investors in this offering. We have also agreed to reimburse the placement agent for its reasonable out-of-pocket actual expenses of up to $50,000 for all costs and expenses incurred.

We estimate the total expenses of this offering, excluding the placement agent fees, will be approximately $7.44 million. After deducting fees due to the placement agent and our estimated offering expenses, we expect the net proceeds to us from this offering will be approximately $7.3 million, assuming the full exercise of the Pre-Funded Warrants to purchase up to 6,500,000 Ordinary Shares, but not including the exercise price of any Common Warrants. The offering contemplated hereunder is expected to close on or about November 26, 2025, subject to the satisfaction of customary closing conditions.

	Per Common Unit		Per Pre-Funded Unit		Total
Public offering price	$	1.00	$	0.872	$	7,168,000
Placement agent’s fees⁽¹⁾	$	0.07	$	0.061	$	501,760
Proceeds, before expenses, to us	$	0.93	$	0.811	$	6,666,240

(1)	See “Plan of Distribution” for additional information regarding total compensation payable to the placement agent, including expenses for which we have agreed to reimburse the placement agent.

Our business and holding our Ordinary Shares involve a high degree of risk. See “Risk Factors” beginning on page S-21 of this prospectus supplement, on page 27 of the accompanying base prospectus and the risk factors described in the documents incorporated by reference into this prospectus supplement and the accompanying base prospectus for more information.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Univest Securities, LLC

Sole Placement Agent

The date of this prospectus supplement is November 25, 2025

TABLE OF CONTENTS

Prospectus Supplement

		Page
About This Prospectus Supplement		S-ii
Cautionary Note Regarding Forward Looking Statements		S-iii
Prospectus Supplement Summary		S-1
The Offering		S-20
Risk Factors		S-21
Use of Proceeds		S-49
Dividend Policy		S-49
Capitalization		S-50
Dilution		S-50
Description of Securities We Are Offering		S-51
Plan of Distribution		S-55
Legal Matters		S-57
Experts		S-57
Incorporation of Certain Documents by Reference		S-57
Where You Can Find More Information		S-58

Prospectus

TABLE OF CONTENTS

	Page

ABOUT THIS PROSPECTUS	ii
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS	iii
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	iv
ABOUT MINGZHU LOGISTICS HOLDINGS LIMITED	1
RISK FACTORS	27
USE OF PROCEEDS	69
DESCRIPTION OF SHARE CAPITAL	70
DESCRIPTION OF DEBT SECURITIES	76
DESCRIPTION OF CONVERTIBLE DEBT SECURITIES	76
DESCRIPTION OF WARRANTS	78
DESCRIPTION OF RIGHTS	79
DESCRIPTION OF UNITS	80
GLOBAL SECURITIES	81
PLAN OF DISTRIBUTION	84
TAXATION	86
ENFORCEABILITY OF CIVIL LIABILITIES	93
LEGAL MATTERS	94
EXPERTS	94
WHERE YOU CAN FIND MORE INFORMATION	95
EXPENSES	95

You should rely only on the information contained in this prospectus supplement and the accompanying prospectus. We have not authorized anyone else to provide you with additional or different information. We are offering to sell, and seeking offers to buy, the Units only in jurisdictions where offers and sales are permitted. You should not assume that the information in this prospectus supplement or the accompanying prospectus is accurate as of any date other than the date on the front of those documents or that any document incorporated by reference is accurate as of any date other than its filing date.

No action is being taken in any jurisdiction outside the United States to permit a public offering of the Units or possession or distribution of this prospectus supplement or the accompanying prospectus in that jurisdiction. Persons who come into possession of this prospectus supplement or the accompanying prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus supplement and the accompanying prospectus applicable to that jurisdiction.

S-i

ABOUT THIS PROSPECTUS SUPPLEMENT

On October 12, 2022, we filed with the SEC a registration statement on Form F-3 (File No. 333-267839) utilizing a shelf registration process relating to the securities described in this prospectus supplement. Under this shelf registration process, we may, from time to time, sell up to $200,000,000 in the aggregate of any combination of Ordinary Shares, Debt Securities, Convertible Debt Securities, Warrants, Rights and Units, of which approximately $192 million will remain available for sale following the offering and as of the date of this prospectus supplement.

The two parts of this document include: (1) this prospectus supplement, which describes the specific details regarding this offering; and (2) the accompanying base prospectus, which provides a general description of the securities that we may offer, some of which may not apply to this offering. Generally, when we refer to this “prospectus,” we are referring to both documents combined. If information in this prospectus supplement is inconsistent with the accompanying base prospectus, you should rely on this prospectus supplement. You should read this prospectus supplement together with the additional information described below under the heading “Where You Can Find More Information” and “Incorporation of Documents by Reference.”

Any statement made in this prospectus supplement or in a document incorporated or deemed to be incorporated by reference into this prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or in any other subsequently filed document that is also incorporated by reference into this prospectus supplement modifies or supersedes that statement. Any statements so modified or superseded will be deemed not to constitute a part of this prospectus supplement except as so modified or superseded. In addition, to the extent of any inconsistencies between the statements in this prospectus supplement and similar statements in any previously filed report incorporated by reference into this prospectus supplement, the statements in this prospectus supplement will be deemed to modify and supersede such prior statements.

The registration statement that contains this prospectus supplement, including the exhibits to the registration statement and the information incorporated by reference, contains additional information about the securities offered under this prospectus supplement. That registration statement can be read on the SEC’s website or at the SEC’s offices mentioned below under the heading “Where You Can Find More Information.”

We are responsible for the information contained and incorporated by reference in this prospectus supplement, the accompanying base prospectus and any related free writing prospectus that we prepare or authorize. We have not authorized anyone to provide you with different or additional information, and we take no responsibility for any other information that others may give you. If you receive any other information, you should not rely on it.

This prospectus supplement and the accompanying base prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which this prospectus supplement relates, nor do this prospectus supplement and the accompanying base prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

You should not assume that the information in this prospectus supplement and the accompanying base prospectus is accurate at any date other than the date indicated on the cover page of this prospectus supplement or that any information that we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference. Our business, financial condition, results of operations or prospects may have changed since that date.

You should not rely on or assume the accuracy of any representation or warranty in any agreement that we have filed in connection with this offering or that we may otherwise publicly file in the future because any such representation or warranty may be subject to exceptions and qualifications contained in separate disclosure schedules, may represent the applicable parties’ risk allocation in the particular transaction, may be qualified by materiality standards that differ from what may be viewed as material for securities law purposes or may no longer continue to be true as of any given date.

Unless stated otherwise or the context otherwise requires, references in this prospectus supplement and the accompanying base prospectus to the “Company,” “Mingzhu,” “we,” “us” or “our” refer to Mingzhu Logistics Holdings Limited.

S-ii

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

Certain statements contained or incorporated by reference in this prospectus supplement, including the documents referred to or incorporated by reference in this prospectus supplement or statements of our management referring to our summarizing the contents of this prospectus supplement, include “forward-looking statements”. We have based these forward-looking statements on our current expectations and projections about future events. Our actual results may differ materially or perhaps significantly from those discussed herein, or implied by, these forward-looking statements. Forward-looking statements are identified by words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “plan,” “project” and other similar expressions. In addition, any statements that refer to expectations or other characterizations of future events or circumstances are forward-looking statements. Forward-looking statements included or incorporated by reference in this prospectus supplement or our other filings with the U.S. Securities and Exchange Commission, or the SEC include, but are not necessarily limited to, those relating to:

●

our goals and strategies;

●

our future business development, financial condition and results of operations;

●

the expected growth of the logistics industry, particularly, in China;

●

our expectations regarding demand for and market acceptance of our marketplace’s products and services;

●

our expectations regarding our platform’s base of borrowers and investors;

●

our plans to invest in our platform;

●

our relationships with our partners;

●

competition in our industry; and

●

relevant government policies and regulations relating to our industry.

The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with that may cause our actual results to differ from those anticipate in our forward-looking statements. Please see “Risk Factors” beginning on page S-21 of this prospectus supplement, on page 27 of the accompanying base prospectus, and in our reports filed with the SEC or for additional risks which could adversely impact our business and financial performance.

Moreover, new risks regularly emerge and it is not possible for our management to predict or articulate all risks we face, nor can we assess the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ from those contained in any forward-looking statements. All forward-looking statements included in this prospectus supplement are based on information available to us on the date of this prospectus supplement. Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained above and throughout (or incorporated by reference in) this prospectus supplement.

S-iii

PROSPECTUS SUPPLEMENT SUMMARY

The following summary highlights selected information contained or incorporated by reference in this prospectus supplement. This summary does not contain all of the information you should consider before investing in the securities. You should carefully read the entire prospectus supplement and the accompanying prospectus, as well as the information incorporated by reference, before making an investment decision, especially the information presented under the heading “Risk Factors” of this prospectus supplement, and our financial statements and the notes to those financial statements, which are incorporated by reference, and the other financial information appearing elsewhere in or incorporated by reference into this prospectus supplement. See “Incorporation of Certain Information by Reference.”

Overview

The Company is not an operating company but a Cayman Islands holding company with its operations conducted through its subsidiaries in the PRC (the “Subsidiaries”) and through contractual arrangements with its variable interest entity (the “VIEs”). We engaged in a number of diverse business activities, including trucking services, car-hailing and driver management services, and car owner services.

On March 14, 2022, we entered into a Share Purchase Agreement with Yinhua, which develops and operates a comprehensive auto related service platform to serve auto insurance companies, and each of the shareholders of the Yinhua. On March 18, 2022, the parties completed the transaction. Founded in 2018, Yinhua provides diversified, differentiated and customized value-added auto related services to auto insurance companies, where the services include road security services, car maintenance services, car inspection services and other services. Yinhua develops and operates a comprehensive auto related service platform for auto insurance companies combining intelligent human-vehicle interaction functions with car owner programs.

On December 21, 2022, we entered into a Share Purchase Agreement with Feipeng BVI which provides regional trucking services, and each of the shareholders of the Feipeng BVI. On December 21, 2022, the parties completed the transaction. Feipeng BVI provides regional trucking services in Xinjiang, PRC through its VIE, Feipeng. Feipeng mainly focuses on the short-distance coal transportation.

On May 26, 2023, we entered into a Share Purchase Agreement with Liquor Alliance Investment (BVI) Limited (“Alliance BVI”) which operates its liquor distribution business through its variable interest entity Xiamen Alliance Liquor Industry Group Co., Ltd. (formerly known as Guizhou Minzusheng Liquor Co., Ltd.) in China, and each of the shareholders of the Alliance BVI, pursuant to which, among other things and subject to the terms and conditions contained therein, we acquired 100% of Alliance BVI for approximately $16,084,180, of which 4,569,095 ordinary shares was issued upon closing.

Our operations are primarily based in the PRC, where we derive all of revenues. We engaged in a number of diverse business activities, including trucking services, car-hailing and driver management services, and car owner services. Disaggregated information of revenues by types of services provided are as follows:

	For the year ended December 31, 2024		For the year ended December 31, 2023
Revenue
Trucking services	$	30,233,927	$	68,400,751
Car owner services		10,069,714		19,447,401
Liquor distribution		126,109		1,154,091
Total revenue	$	40,429,750	$	89,002,243

	For the six months ended June 30, 2025		For the six months ended June 30, 2024
Revenues
Trucking services	$	13,602,650	$	17,751,989
Car owner services		-		5,068,391
Liquor distribution services		34,165		73,790
Total revenue	$	13,636,815	$	22,894,170

Our mission has been and will continue to be the most trusted transportation company in China offering punctual, cost-effective, capable and reliable trucking services to businesses in the PRC by maintaining a sizeable fleet of transportation vehicles of our own complemented by reliable subcontracting arrangements and exploring value added services for our customers. Given that the transportation industry in many regions of China is still underrepresented, we aim to capture additional market share by leveraging our strengths we have developed during the past 20+ years and continue to grow our business by implementing a number of strategies.

S-1

Recent Development

On January 15, 2025, the Company entered into certain securities purchase agreement with certain “non-U.S. Persons” as defined in Regulation S of the Securities Act of 1933, as amended pursuant to which the Company agreed to sell up to an aggregate of 120,000,000 restricted ordinary Share of the Company, par value $0.001 per share, at a price of $0.4 per Share for an aggregate purchase price of approximately $48 million. The net proceeds to the Company from such offering are used by the Company for transforming the Company’s logistics operations through the implementation of an AI-driven system and for working capital and general corporate purposes. Due to the Company having an insufficient number of authorized Ordinary Shares to issue all of the 120,000,000 Ordinary Shares, the offering partially closed on February 7, 2025, with the Company issuing an aggregate 70,000,000 Ordinary Shares to the purchasers. On February 10, 2025, the purchasers and the Company entered into a certain waiver and release agreement, pursuant to which the purchasers agreed to waive any claim or demands against the Company in relation to the Company having insufficient authorized shares, and agreed to receive the remaining 50,000,000 Ordinary Shares upon the consummation of the Company’s next extraordinary meeting of shareholders, which would include a proposal for the increase of the total number of authorized Ordinary Shares of the Company.

On February 13, 2025, the Company received a letter from Nasdaq, notifying the Company that the Nasdaq staff has determined to delist the Company’s ordinary shares from The Nasdaq Capital Market (the “Delisting Determination”), because the bid price of the Company’s listed securities has closed at less than $1 per share over the previous 30 consecutive business days, and therefore no longer complies with the Nasdaq Listing Rule 5550(a)(2) (the “Rule”). The Company was provided until February 20, 2025 to request an appeal of the Delisting Determination to the Nasdaq Listing Qualifications Panel (the “Panel”). On February 20, 2025, the Company requested a hearing before the Panel. On March 27, 2025, the hearing was held before the Panel, where the Company presented its plan of compliance. On March 31, 2025, the Company received a letter from the Nasdaq, granting the Company’s request for an extension to cure its listing deficiency.

On May 20, 2025, the Company received a formal notification from Nasdaq, that the Company has regained compliance with Listing Rule 5550(a)(2) (the “Bid Price Rule”), as required by the Nasdaq Hearings Panel’s (“Panel”) decision dated March 31, 2025. The Nasdaq staff made this determination of compliance after the closing bid price of the Company’s Ordinary Shares has been at $1.00 per share or greater for twenty consecutive trading days from April 17 through May 8, 2025. Accordingly, the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2). The Panel also has determined to impose a Discretionary Panel Monitor under Listing Rule 5815(d)(4)(A) for a period of one year from the date of this letter, to make sure that the Company proactively addresses any future potential compliance concerns and demonstrates long-term compliance with Nasdaq’s continued listing requirements. If the Hearings Panel or the Listing Qualifications Department determines that the Company fails any listing standard during the one-year monitoring period, then, notwithstanding Rule 5810(c)(2), the Company will not be permitted to provide the Listing Qualifications Department with a plan of compliance with respect to any deficiency that arises during the one-year monitoring period, and the Listing Qualifications Department will not be permitted to grant additional time for the Company to regain compliance with respect to any deficiency, nor will the company be afforded an applicable cure or compliance period pursuant to Rule 5810(c)(3). Rather, the Listing Qualifications Department will promptly issue a Staff Delisting Determination.

On July 3, 2025, the Company entered into a Share Purchase Agreement (the “SPA”) to acquire 100% equity of Shenzhen Mingzhuchun Wine Co., Ltd. (“Mingzhuchun”), which operates its liquor distribution business through its two subsidiaries Xiamen Bainian Qianzhuang Wine Group Co., Ltd. and Ningde Mingfu Wine Co., Ltd. in China. Under the SPA, the Company shall acquire 100% of Mingzhuchun in exchange for the issuance of 2,000,000 ordinary shares of the Company upon closing. The shareholder of Mingzhuchun shall receive additional First Earnout Payment of 2,000,000 ordinary shares and Second Earnout Payment of 2,000,000 ordinary shares respectively if the net income of Mingzhuchun is no lower than US$1 million for the fiscal year 2025 and 2026 respectively. The closing of the transaction contemplated by the SPA is subject to the satisfaction of the closing conditions set forth therein.

On July 7, 2025, the Company executed a non-binding memorandum of understanding (“MOU”) with ENEXTREND.VN COMPANY LIMITED (“Enextrend”), a Vietnam registered company which owns the emerging cross-border e-commerce platform – Muamau Mall. The strategic partners plan to leverage their respective expertise and resources to build a high-performance cross-border logistics and supply chain efficiency. The term of the MOU is two-years, commencing from July 7, 2025, and ending on July 6, 2027, unless terminated earlier by both parties. Continuation of the cooperation contemplated by this MOU is subject to due diligence investigations by the relevant parties, the negotiation and execution of a definitive cooperation agreement, satisfaction of the conditions negotiated therein including the approval of the Company’s board of directors. There is no assurance that a definitive agreement will be entered into or that the proposed cooperation will be consummated. The Company will provide further disclosure as required by the U.S. Securities and Exchange Commission as the project progresses.

On October 8, 2025, the Company appointed Ms. Liying Li as the Chief Operating Officer of the Company. In connection therewith, the Company and Ms. Li entered into an employment agreement, dated October 8, 2025, pursuant to which Ms. Li will receive a base salary of US$18,000 in cash or stock equivalent per annum.

S-2

On October 20, 2025, the Company received a letter from Nasdaq notifying the Company that the Nasdaq staff has determined to delist the Company’s ordinary shares from The Nasdaq Capital Market (the “Delisting Determination”), because the bid price of the Company’s listed securities has closed at less than $1 per share over the previous 30 consecutive business days, and therefore it no longer complies with the Nasdaq Listing Rule 5550(a)(2) (the “Rule”). Normally, a company would be afforded a 180-calendar day period to demonstrate compliance with the Rule. However, as disclosed on May 21, 2025, the Nasdaq Listing Qualifications Panel has imposed on the Company a Discretionary Panel Monitor under Listing Rule 5815(d)(4)(A) for a period of one year since May 20, 2025, and the Company will not be afforded an applicable cure or compliance period pursuant to Rule 5810(c)(3) if the Company fails any listing standard during the one-year monitoring period. Rather, the Company will be subject to delisting determination promptly. The Company has until October 27, 2025 to request an appeal of the Delisting Determination to the hearing panel. The Company already requested such hearing to appeal the Delisting Determination on October 29 2025, which will stay the suspension of its securities from the date of the request, during which time such securities will continue to be listed on The Nasdaq Capital Market.

On November 7, 2025, the Company announced a reverse share split of its outstanding ordinary shares, par value $0.008 per share (the “Ordinary Shares”), at a ratio of 1-for-16, to be effective at the open of business on Wednesday, November 12, 2025. The Ordinary Shares began trading on a reverse share split-adjusted basis at the opening of The Nasdaq Capital Market (“Nasdaq”) on Wednesday, November 12, 2025. Following the reverse share split, the Ordinary Shares has a new par value of $0.128 per share and continues to trade on Nasdaq under the symbol “YGMZ” with the new CUSIP number, G6180C121. The reverse share split is intended for the Company to regain compliance with the minimum bid price requirement of $1.00 per Ordinary Share for continued listing on Nasdaq. No fractional shares will be issued in connection with the reverse share split and all such fractional interests will be rounded up to the nearest whole number of Ordinary Shares. In addition, the reverse share split will apply to the Ordinary Shares issuable upon the exercise of the Company’s outstanding derivative securities, with proportionate adjustments to be made to the exercise prices and number of derivates thereof and under the Company’s equity incentive plans. The reverse share split will reduce the number of issued and outstanding shares of the Company’s Ordinary Shares from approximately 76.7 million to approximately 4.8 million. On April 21, 2025, the shareholders of the Company approved the reverse share split of the Ordinary Shares, at a ratio of 1-for-16.

On November 19, 2025, Mr. Jingwei Zhang delivered a resignation notice to the Company, resigning as a director and the Chief Financial Officer of the Company, with effect immediately. On the same day, the Company appointed Junfei Yang as the new Chief Financial Officer of the Company and a member of the Board to fill the vacancy resulting from Mr. Zhang’s resignation. In connection with this appointment, the Company and Ms. Yang entered into an employment agreement, dated November 19, 2025 and a director offer letter, dated November 19, 2025. Ms. Yang receives an annual compensation of $36,000 for her services as the CFO of the Company and a director of the Board.

Permissions and Approvals for Our Operations and Issuance of Securities to Foreign Investors

We conduct our business primarily through our subsidiaries and the VIEs in China. Our operations in China are governed by PRC laws and regulations. As of the date of this prospectus supplement, our PRC subsidiaries and the VIEs have obtained the requisite licenses and permits from the PRC government authorities for the business operations of our subsidiaries and VIEs in China, including, among others, the business license and road transport operation permit. However, there can be no assurance that we will be able to obtain, renew and/or convert all of the approvals, licenses and permits required for our existing business operations upon their expiration in a timely manner or duly complete necessary registration or filings with the relevant governmental authorities for any of our new business.

S-3

The following chart sets forth a summary of the licenses and permissions obtained by the principal PRC subsidiaries and VIEs, which are requisite for their operations as of the date of this prospectus supplement:

License/Permit	Subsidiaries/VIEs	Government Agency	Date of grant	Date of expiration
Business License	Hainan Zhisheng	Hainan Provincial Administration for Market Regulation	June 27, 2022	—
Business License	Yinhua WFOE	Hangzhou Xiaoshan District Market Supervision Administration	January 7, 2022	January 6, 2052
Business License	Feipeng WFOE	Shenzhen Market Supervision Administration	September 13, 2022	—
Business License	Xinjiang Feipeng	Urumqi Ganquanbao Economic Development Zone (Industrial Zone) Industrial and Commercial Branch	December 19, 2024	—
Business License	Mingzhu Shenzhen	Shenzhen Market Supervision Administration	May 17, 2022	—
Business License	Shenzhen Pengcheng Shengshi Logistics Co., Ltd.	Shenzhen Market Supervision Administration	December 13, 2018	—
Business License	Shenzhen Yangang Mingzhu Supply Chain Management Co., Ltd.	Shenzhen Market Supervision Administration	December 12, 2018	—
Road Transport Operation Permit	MingZhu Shenzhen	Shenzhen Transportation Committee	October 8, 2022	October 7, 2026
Road Transport Operation Permit	Shenzhen Pengcheng Shengshi Logistics Co., Ltd.	Shenzhen Transportation Committee	September 17, 2022	September 16, 2026
Road Transport Operation Permit	Xinjiang Feipeng	Urumqi Road Transportation Management Bureau	February 24, 2023	October 8, 2026
Value-added Telecommunications Business License	Hainan Zhisheng	Ministry of Industry and Information Technology	April 24, 2024	April 24, 2029
Business License	Xiamen Alliance Liquor Industry Group Co., Ltd.	Xiamen Market Supervision Administration	November 24, 2021	—
Business License	Xiamen Alliance Management Consulting Co., Ltd.	Xiamen Market Supervision Administration	May 5, 2023	May 4, 2063
Business License	Shanghai Feipeng Supply Chain Management Co., Ltd.	Shanghai Market Supervision Administration	December 28, 2017	—

Pursuant to Road Transport Regulation of the PRC, entities engaging in the freight transport business operations shall apply for a road transport business operation permit, and entities operating the road transport business without a road transport business operation permit will be subject to an order to cease business operation and confiscation of any illegal gains, and shall be fined two to ten times of the amount of the illegal gains, and, if it has not obtained any illegal gains or the amount of illegal gains is less than RMB20,000, a fine ranging from RMB30,000 to RMB100,000 shall be imposed.

Pursuant to Telecommunications Regulations and the implementation rules thereof, any commercial operator engaging in value-added telecommunications services are required to first obtain an operating license for value-added telecommunications services from the Ministry of Industry and Information Technology or its provincial branches. Violations of such regulations may result in administrative penalties, including an order of rectification, confiscation of any illegal gains, and violating entities shall be fined three to five times of the amount of the illegal gains, and, if it has not obtained any illegal gains or the amount of illegal gains is less than RMB50,000, a fine ranging from RMB100,000 to RMB1,000,000 shall be imposed. The authority may even order the operator to suspend its operation under serious circumstances.

If we do not receive, complete or maintain necessary approvals or filings, or we inadvertently conclude that such approvals or filings are not required, or there is a change in the applicable laws, regulations, or interpretations such that we need to make filings or obtain approvals in the future, we may be subject to (i) investigations by competent regulatory authorities, (ii) fines or penalties, (iii) orders to suspend our operations and to rectify any non-compliance, or (iv) prohibitions from engaging in relevant businesses and even securities offerings. These risks could result in material adverse changes in our operations, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless.

S-4

On December 28, 2021, the Cyberspace Administration of China, or the “CAC”, and other PRC authorities promulgated the Cybersecurity Review Measures, which took effect on February 15, 2022. The Cybersecurity Review Measures further restates and expands the applicable scope of the cybersecurity review in effect. We do not believe we are among the “operator of critical information infrastructure” or “operator of internet platform” carrying out data processing activities that affect or may affect national security as mentioned above. Based on the above and our understanding of the Chinese laws and regulations currently in effect as of the date of this prospectus supplement, we are not required to submit an application to the CSRC or the CAC for the approval of this offering and the listing and trading of our securities on the Nasdaq. However, given the recency of the Cybersecurity Review Measures, the opinions remain unclear on how it will be interpreted, amended and implemented by the relevant PRC governmental authorities. Thus, it is still uncertain how PRC governmental authorities will regulate overseas listing in general and whether we are required to obtain any permissions or specific regulatory approvals. Furthermore, if the CSRC or other regulatory agencies later promulgate new rules or explanations requiring that we obtain their permissions or approvals for this offering and any follow-on offering, we may be unable to obtain such permissions or approvals which could significantly limit or completely hinder our ability to offer or continue to offer securities to our investors. In the event that the CSRC approval or any regulatory approval is required for this offering, or if the CSRC or any other PRC government authorities promulgates any new laws, rules or regulations or any interpretation or implements rules before our listing that would require us to obtain the CSRC or any other governmental approval for this offering, we may face sanctions by the CSRC or other PRC regulatory agencies for failure to seek CSRC approval for this offering. These sanctions may include fines and penalties on our operations in the PRC, limitations on our operating privileges in the PRC, delays in or restrictions on the repatriation of the proceeds from this offering into the PRC, restrictions on or prohibition of the payments or remittance of dividends by our PRC subsidiary, or other actions that could have a material and adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our ordinary shares. The CSRC or other PRC regulatory agencies may also take actions requiring us, or making it advisable for us, to halt this offering before the settlement and delivery of the securities that we are offering. Consequently, if you engage in market trading or other activities in anticipation of and prior to the settlement and delivery of the securities we are offering, you would be doing so at the risk that the settlement and delivery may not occur. Any uncertainties or negative publicity regarding such approval requirements could have a material adverse effect on our ability to complete this offering or any follow-on offering of our securities or the market for and market price of our Ordinary Shares.

On February 17, 2023, the CSRC issued the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Administrative Measures”) and relevant supporting guidelines (together with the Trial Administrative Measures, the “New Administrative Rules Regarding Overseas Listings”), which came into effective on March 31, 2023. According to the New Administrative Rules Regarding Overseas Listings, a company based in the mainland of China that seeks to offer and list securities in overseas markets should fulfill the filing procedure with the CSRC as per requirement of the Trial Administrative Measures. In particular, where a domestic company seeks to indirectly offer and list securities in overseas markets, the issuer should designate a major domestic operating entity as the domestic responsible entity to file with the CSRC. Initial public offerings or listings in overseas markets should be filed with the CSRC within 3 working days after the relevant application is submitted overseas. Subsequent securities offerings of an issuer in the same overseas market where it has previously offered and listed securities should be filed with the CSRC within 3 working days after the offering is completed. The required filing materials with the CSRC include (without limitation) record-filing reports and related undertakings and PRC legal opinions issued by domestic law firms (with related undertakings), in which the VIE structure (if applicable) and reasons and risk factor thereof is required to be clarified in details. In addition, under the New Administrative Rules Regarding Overseas Listings, a domestic company is prohibited from overseas offering and listing if any of the following circumstances is involved: (1) where such securities offering and listing is explicitly prohibited by provisions in laws, administrative regulations and relevant state rules; (2) where the intended securities offering and listing may endanger national security as reviewed and determined by competent authorities under the State Council in accordance with law; (3) where the domestic company intending to make the securities offering and listing, or its controlling shareholders and the actual controller, have committed crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the order of the socialist market economy during the latest three years; (4) where the domestic company intending to make the securities offering and listing is suspected of committing crimes or major violations of laws and regulations, and is under investigation according to law, and no conclusion has yet been made thereof; and (5) where there are material ownership disputes over equity held by the domestic company’s controlling shareholder or by other shareholders that are controlled by the controlling shareholder and/or actual controller. Moreover, a domestic company that seeks to offer and list securities in overseas markets should abide by certain other regulatory requirements as set out in the New Administrative Rules Regarding Overseas Listings, including without limitation to, compliance with national secrecy, foreign investment, cybersecurity, data security, cross-border investment and financing, foreign exchange, and other laws and relevant provisions.

S-5

Based on the New Administrative Rules Regarding Overseas Listings, which came into effective on March 31, 2023, we are subject to additional filing requirements in connection with this offering and our follow-up offerings completed after such effective date, and we cannot assure you that we will be able to get the clearance of filing procedures under the New Administrative Rules Regarding Overseas Listings on a timely basis, or at all. Any failure of us to fully comply with new regulatory requirements will result in rectification, warnings and fines on our subsidiaries or VIEs, and may significantly limit or completely hinder our ability to continue to offer our securities, cause significant disruption to our business operations, and severely damage our reputation, which would materially and adversely affect our consolidated financial condition and results of operations and cause our securities to significantly decline in value or become worthless.

As of the date of this prospectus supplement, we have received all requisite permissions or approvals from the PRC government authorities that are required for our subsidiaries or VIEs’ operations. Aside from the necessary documentation, approvals and filings required for the ordinary course of business of our subsidiaries or VIEs obtained from the PRC government authorities, as advised by our PRC counsel, PacGate Law Group, neither we nor any of our subsidiaries or VIEs is currently required to obtain regulatory approval from the Chinese authorities before listing or subsequent offering in the U.S. under any existing PRC law, regulations or rules, including from the CSRC, the CAC, or any other relevant Chinese regulatory agencies that is required to approve our subsidiaries and VIEs’ operations. However, given the recent promulgation of the New Administrative Rules Regarding Overseas Listings, if the offering contemplated hereunder occurs following the effective date of the Trial Administrative Measures on March 31, 2023, we or our subsidiaries or VIEs are required to file such offering with the CSRC within three working days after the offering is completed, including this offering. Given the current PRC regulatory environment, it is uncertain when and whether we or our subsidiaries or VIEs will be required to obtain permission from the PRC government to list and offer securities on the U.S. exchanges in the future or, will be able to complete the filing procedure with the CRSC in accordance with the Trial Administrative Measures in the future, and even when such permission or filing is obtained, whether it will be denied or rescinded. There remains significant uncertainty as to the enactment, interpretation and implementation of regulatory requirements related to overseas securities offerings and other capital market activities, including the Trial Administrative Measures. If we and our subsidiaries and VIEs (i) do not receive or maintain such permissions or approvals or filing, should the approval or filing is required in the future by the PRC government, (ii) inadvertently conclude that such permissions or approvals or filings are not required, or (iii) applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals or filings in the future, our operations and financial conditions could be materially adversely affected, and our ability to offer securities to investors could be significantly limited or completely hindered and the securities currently being offered may substantially decline in value and be worthless.

We have been closely monitoring regulatory developments in China regarding any necessary approvals from the CSRC or other PRC governmental authorities required for overseas listings and subsequent offering. As of the date of this prospectus supplement, we have not received any inquiry, notice, warning, sanctions or regulatory objection to this offering from the CSRC or other PRC governmental authorities. However, there remains significant uncertainty as to the enactment, interpretation and implementation of regulatory requirements related to overseas securities offerings and other capital markets activities. If it is determined in the future that the approval of any PRC regulatory authority is required or we or our subsidiaries or VIEs fail to complete any applicable filing requires with the CSRC for this offering, we may face sanctions by such PRC regulatory agencies. These regulatory agencies may impose fines and penalties on our operations in China, limit our ability to pay dividends outside of China, limit our operations in China, delay or restrict the repatriation of the proceeds from this offering into China or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of our securities. The PRC regulatory agencies may also take actions requiring us, or making it advisable for us, to halt this offering before settlement and delivery of our securities. Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement and delivery, you do so at the risk that settlement and delivery may not occur. In addition, if the regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals for this offering, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties and/or negative publicity regarding such an approval requirement could have a material adverse effect on the trading price of our securities.

S-6

The PRC government may take actions to exert more oversight and control over offerings by China based issuers conducted overseas and foreign investment in such companies, which could significantly limit or completely hinder our ability to offer or continue to offer securities to investors outside China and cause the value of our securities to significantly decline or become worthless. For details of such risks, please refer to “Risk Factors — Risks Related to Doing Business in China — The PRC government has significant authority to regulate or intervene in the China operations of an offshore holding company, such as us, at any time. Therefore, investors in our ordinary shares and our business face potential uncertainty from the PRC government’s policy” beginning on page S-26 of this prospectus supplement.

Organizational Structure

The Company was incorporated on January 2, 2018 as an exempted company structured as a holding company incorporated under the laws of Cayman Islands.

We currently have 14 wholly-owned subsidiaries. The following diagram illustrates our corporate structure as of the date of this prospectus supplement, including our subsidiaries and VIEs.

Throughout this prospectus supplement, we refer to MingZhu Logistics Holdings Limited as Mingzhu, and we refer to “we,” “us,” “our,” or “the Company” as Mingzhu and its subsidiaries, excluding the VIEs and the VIEs’ subsidiaries. We refer to Xiamen Alliance Liquor Industry Group Co., Ltd., Hainan Zhisheng Car Services Co., Ltd. and Xinjiang Feipeng Logistics Co. Ltd. as our “VIEs” in this prospectus supplement. The investors will purchase securities in the Company. Our subsidiaries and/or the VIEs conduct operations in China. The VIEs are consolidated for accounting purposes but are not the entities in which the investors own equity, and Mingzhu does not conduct operations.

We are not a Chinese operating company but a Cayman Islands holding company with operations conducted in China through (i) our PRC subsidiaries and (ii) the VIEs and their subsidiaries with which we have maintained contractual arrangements.

Current PRC laws and regulations impose certain restrictions or prohibitions on foreign ownership of companies that engage in value-added telecommunication services, or VATS, and certain other businesses. Pursuant to the FITE Regulations promulgated by the State Council, unless otherwise provided by the state, foreign investors are not allowed to hold more than 50% of the equity interests of any company providing VATS. In addition, foreign-invested telecommunication enterprises should meet the requirements as prescribed in the relevant regulations. We have to conduct our VATS business through the VIEs.

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The VIE structure is used to provide investors with exposure to foreign investment in China-based companies where Chinese law prohibits or limits direct foreign investment in the operating companies. Investors of our Ordinary Shares thus are not purchasing equity interest in the VIEs and their subsidiaries in China but instead are purchasing equity interest in a Cayman Islands holding company. Such VIE arrangement is not identical to owning such entities directly, and investors will own shares in a holding company with contracts with the VIEs and will not have any equity ownership of such VIEs themselves. The VIE arrangement may not be as effective as direct ownership in providing us with control over the VIEs. Direct ownership would allow us, for example, to directly or indirectly exercise our rights as a shareholder to effect changes in the boards of directors of the VIEs, which, in turn, could affect changes, subject to any applicable fiduciary obligations at the management level. However, under the VIE arrangement, as a legal matter, if the VIEs or its shareholders fail to perform their respective obligations under the VIE arrangement, we may have to incur substantial costs and expend significant resources to enforce those arrangements and resort to litigation or arbitration and rely on legal remedies under PRC laws. These remedies may include seeking specific performance or injunctive relief and claiming damages, any of which may not be effective. In the event we are unable to enforce these VIE Agreements or we experience significant delays or other obstacles in the process of enforcing the VIE arrangement, we may not be able to exert effective control over the VIEs and may lose control over the assets owned by the VIEs.

All the agreements under our contractual arrangements with the VIEs and their equity owners are governed by PRC law and provide for the resolution of disputes through arbitration in China. As of the date of this prospectus supplement, the agreements governed by PRC law that serve as the basis for a VIE arrangement have not been tested in a PRC court of law. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements. Further, we face uncertainty about potential future actions by the PRC government that could affect the validity and enforceability of the contractual arrangements with the VIEs. If the PRC government deems that our contractual arrangements with the VIEs do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations. If the PRC regulatory authorities disallow VIE structure, it would likely result in a material change in your operations and/or a material change in the value of the registered securities, including that it could cause the value of such securities to significantly decline or become worthless.

In addition, there are legal and operational risks associated with being based in or having the majority of the Company’s operations in China, including by not limited to:

(1)

The PRC government has significant authority to regulate or intervene in the China operations of an offshore holding company, such as us, at any time. Therefore, investors in our securities and our business face potential uncertainty from the PRC government’s policy.

(2)

Substantial uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business the Company may be able to conduct in the PRC and accordingly on the results of its operations and financial condition.

(3)

The failure to comply with PRC regulations relating to mergers and acquisitions of domestic enterprises by offshore special purpose vehicles may subject the Company to severe fines or penalties and create other regulatory uncertainties regarding the Company’s corporate structure. Further, the Anti-Monopoly Law which became effective in August 2008 and was amended on June 24, 2022, established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex. Under the Anti-Monopoly Law, companies undertaking acquisitions relating to businesses in China must notify the State Council’s anti-monopoly law enforcement authority, in advance of any transaction where the parties’ revenue in the China market exceed certain thresholds and the buyer would obtain control of, or decisive influence over, the target. Our ability to expand our business or maintain or expand our market share through future acquisitions would as such be materially and adversely affected.

S-8

(4)

The HFCAA, recent regulatory actions taken by the SEC and PCAOB, and proposed rule changes submitted by U.S. stock exchanges calling for additional and more stringent criteria to be applied to China-based public companies could add uncertainties to our capital raising activities and compliance costs. The HFCAA requires a foreign company to certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the company’s auditors for three consecutive years, the issuer’s securities are prohibited to trade on a national exchange. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, or the AHFCAA, which was enacted on December 29, 2022 under the Consolidated Appropriations Act, 2023, and amended the HFCAA to decrease the number of non-inspection years under the HFCAA from three years to two, thus reducing the time period before an issuer’s securities may be prohibited from trading on any U.S. securities exchange or any U.S. over-the-counter market or delisted. Although we believe that the HFCA Act and the related regulations do not currently affect us, we cannot assure you that there will not be any further implementations and interpretations of the Holding Foreign Companies Accountable Act or the related regulations, which might pose regulatory risks to and impose restrictions on us because of our operations in mainland China. On December 20, 2021, the PCAOB issued a report on its determinations that the PCAOB is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China or Hong Kong because of positions taken by PRC authorities in those jurisdictions. On December 15, 2022, the PCAOB announced that PCAOB has secured complete access to inspect and investigate public accounting firms headquartered in mainland China and Hong Kong, and vacated previous determinations to the contrary. Our auditor, Li CPA LLC is based in Colorado, U.S., registered with PCAOB and subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. However, we cannot be certain whether SEC or other U.S. regulatory authorities would apply additional and more stringent criteria to Chinese issuers including us as related to the audit of our financial statements. Trading in your securities may be prohibited under the HFCAA if the PCAOB determines that it cannot inspect or investigate completely our auditor, and that as a result an exchange may determine to delist your securities.

(5)

Uncertainties exist with respect to the interpretation and implementation of the newly enacted Foreign Investment Law and how it may impact the viability of our current structure, our business, financial condition and results of operations. If our control over the VIE through contractual arrangements are deemed as foreign investment in the future, and any business of the VIE is restricted or prohibited from foreign investment under the “negative list” effective at the time, we may be deemed to be in violation of the Foreign Investment Law, the contractual arrangements that allow us to have control over the VIE may be deemed as invalid and illegal, and we may be required to unwind such contractual arrangements and/or restructure our business operations, any of which may have a material adverse effect on our business operation and consequently affecting our ability to prepare for and seek approval and commercialization of our product candidates both in China and elsewhere.

(6)

Cybersecurity and data privacy and security issues are subject to increasing legislative and regulatory focus in China. The Data Security Law of the PRC, which took effect on September 1, 2021, requires that data collection must be conducted in a legitimate and proper manner, and in order to safeguard data, data processing activities must be conducted to comply with respective graded protection systems for cybersecurity. On January 4, 2022, the Cyber Administration of China promulgated the New CAC Measures, which came into effect on February 15, 2022. According to the New CAC Measures, critical information infrastructure operators purchasing network products and services and online platform operators carrying out data processing activities that affect or may affect national security shall conduct a cybersecurity review. Network platform operators holding personal information of more than 1 million users seeking to be listed abroad must apply for a cybersecurity review as well. The New CAC Measures do not apply to the Company or any of its subsidiaries or VIEs as of the date of this prospectus. Continued expansion of business operations by the Company, however, could bring the Company within the scope of authority of the CAC rules, and future enacted or amended CAC rules may increase compliance standards on our business operation, and thus have a substantial impact on our business. As there remains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations, we could be subject to cybersecurity review, and if so, there is no assurance that we would be able to pass such review in a timely manner or at all. In addition, we could become subject to enhanced cybersecurity review or investigations launched by PRC regulators in the future. Any failure or delay in the completion of the cybersecurity review procedures or any other non-compliance with the related laws and regulations may result in fines or other penalties, including suspension of business, website closure, and revocation of prerequisite licenses, as well as reputational damage or legal proceedings or actions against us, which may result in a material change in our operations, the value of the securities registered or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

S-9

(7)

(8)

The MOFCOM and the NDRC promulgated the Special Administrative Measures for Access of Foreign Investment (2021 Edition), or the Negative List (2021), stipulates that if a domestic enterprise engaged in business in the prohibited investment field issues shares abroad and is listed for trading, it shall be examined and approved by the relevant competent authorities of the state. According to a press release issued by the NDRC in relation to the Negative List (2021), the above provisions are only applicable to the direct overseas listing of domestic enterprises engaged in the prohibited investment field. We believe our listing on Nasdaq does not constitute a direct overseas listing of domestic enterprises mentioned in the above press release and therefore we are not subject to the examination and approval by the relevant competent authorities of the state in accordance with the Negative List (2021). However, the above regulations and Trial Administrative Measures also indicate the intention of the Chinese government to increase its regulation of offshore investment in company’s utilizing the VIE structure to participate in the prohibited investment fields. If relevant governmental authority determines or new future rules provides that we are required to obtain the approval, we would have to apply for such approval. There is no assurance that we will be able to obtain such approval in time or at all. If we fail to obtain the approve as required or in a timely manner, the VIE arrangement may be deemed illegal and ordered to be cancelled by relevant government authorities, and other administrative measures or penalties may be imposed on us, which could materially and adversely affect our business, financial condition, results of operations and the value of our shares. Any failure of us to fully comply with new regulatory requirements may significantly limit or completely hinder our ability to offer or continue to offer our shares, cause significant disruption to our business operations, severely damage our reputation, materially and adversely affect our financial condition and results of operations and cause our shares to significantly decline in value or become worthless.

S-10

These risks associated with being based in or having the majority of the Company’s operations in China could result in a material change in our operations and/or the value of the securities registered or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. For more information, see “Risk Factors — Risks Related to Doing Business in China” on page S-26 of this prospectus supplement.

We operate our VATs business mainly through the VIEs in the PRC, based on a series of contractual arrangements (collectively the “VIE Agreements”). As a result of these contractual arrangements, we are considered the primary beneficiary of the VIEs for accounting purposes and consolidate their operating results in our financial statements under U.S. GAAP. Such a contractual relationship is not identical to owning such entities directly, and investors will own shares in a holding company with contracts with the VIEs and will not have any equity ownership of the VIEs themselves. The investors will purchase securities in the Company and the Company’s operations are conducted by its subsidiaries and VIEs. Neither the investors in the holding company nor the holding company itself have an equity ownership in, direct foreign investment in, or control of, through such ownership or investment, the VIEs.

The VIE Agreements may not be as effective as direct ownership in providing us with control over the VIEs. Direct ownership would allow us, for example, to directly or indirectly exercise our rights as a shareholder to effect changes in the boards of directors of the VIEs, which, in turn, could affect changes, subject to any applicable fiduciary obligations at the management level. However, under the VIE Agreements, as a legal matter, if the VIEs or its shareholders fail to perform their respective obligations under the VIE Agreements, we may have to incur substantial costs and expend significant resources to enforce those arrangements and resort to litigation or arbitration and rely on legal remedies under PRC laws. These remedies may include seeking specific performance or injunctive relief and claiming damages, any of which may not be effective. In the event we are unable to enforce these VIE Agreements or we experience significant delays or other obstacles in the process of enforcing these VIE Agreements, we may not be able to exert effective control over the VIEs and may lose control over the assets owned by the VIEs. As a result, we may be unable to consolidate the VIEs in our consolidated financial statements, which could materially and adversely affect our financial condition and results of operations.

Furthermore, all of these VIE Agreements are governed by PRC law and provide for the resolution of disputes through arbitration in the PRC, and such VIE Agreements have not been tested in a court of law. The legal environment in the PRC is not as developed as in some other jurisdictions. As a result, uncertainties in the PRC legal system could limit our ability to enforce these VIE Agreements. In the event we are unable to enforce these VIE Agreements, we may not be able to exert effective control over the VIEs and we may be precluded from operating our business, which would have a material adverse effect on our financial condition and results of operations.

In addition, there is uncertainty as to whether the courts of the Cayman Islands or the PRC would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state. Accordingly, it is uncertain whether we would be able to enforce the VIE Agreements in a court of law in China, either in in an action directly in China or in seeking to enforce a foreign judgment in China. The costs of seeking to enforce such VIE Agreements could be substantial, and the outcome of such litigation might not result in us enforcing such VIE Agreements. If such VIE Agreements were not enforced, investors could see the value of their securities decrease in value or become worthless. Because we do not directly hold equity interests in the VIEs, we are subject to risks due to uncertainty of the interpretation and the application of the PRC laws and regulations, including, but not limited to, regulatory review of overseas listing of PRC companies through a special purpose vehicle, and the validity and enforcement of the VIE Agreements.

S-11

We are also subject to the risks of uncertainty about any future actions of the PRC government in this regard that could disallow the VIE structure, which would likely result in a material change in our operations and a complete hindrance of our ability to offer or continue to offer our securities to investors and the value of our shares may depreciate significantly or become worthless.

Under VIE Agreements, the Xiamen Alliance Management Consulting Co., Ltd. (the “Alliance WFOE”), Zhejiang Caiyunlian Technology Co., Ltd. (the “Yinhua WFOE”) and Shenzhen Feipeng Zongheng Supply Chain Management Co., Ltd. (the “Feipeng WFOE”) are wholly foreign-owned entities who receive the economic benefits of the VIEs’ business operation.

Liquor Alliance

The Alliance BVI, which is acquired by the Company on May 26, 2023, operates business mainly through its VIE in the PRC, based on a series of VIE Agreements. As a result of the VIE Agreements that our Alliance WFOE entered with Xiamen Alliance Liquor Industry Group Co., Ltd. (“Liquor Alliance”), and its shareholders, the control and benefits of Liquor Alliance were accrued to us subject to the conditions that we have satisfied for consolidation of Liquor Alliance under U.S. GAAP. Such conditions include that (i) we control Liquor Alliance through power to govern the activities which most significantly impact Liquor Alliance’s economic performance, (ii) we are contractually obligated to absorb losses of Liquor Alliance that could potentially be significant to Liquor Alliance, and (iii) we are entitled to receive benefits from Liquor Alliance that could potentially be significant to Liquor Alliance. We are regarded as the primary beneficiary of Liquor Alliance, and Liquor Alliance are treated as our consolidated affiliated entity under U.S. GAAP. We have consolidated the financial results of Liquor Alliance in our consolidated financial statements for accounting purposes in accordance with U.S. GAAP.

The Company believes that Liquor Alliance is considered a VIE under Accounting Codification Standards (“ASC”) 810 “Consolidation”, because the equity investors in Liquor Alliance no longer have the characteristics of a controlling financial interest, and the Company, through Alliance WFOE, is the primary beneficiary of Liquor Alliance and controls Liquor Alliance’s operations. Accordingly, Liquor Alliance has been consolidated as a deemed subsidiary into the Company as a reporting company under ASC 810.

As required by ASC 810-10, the Company performs a qualitative assessment to determine whether the Company is the primary beneficiary of Liquor Alliance which is identified as a VIE of the Company. A quality assessment begins with an understanding of the nature of the risks in the entity as well as the nature of the entity’s activities including terms of the contracts entered into by the entity, ownership interests issued by the entity and the parties involved in the design of the entity. The Company’s assessment of the involvement with Liquor Alliance reveals that the Company has the absolute power to direct the most significant activities that impact the economic performance of Liquor Alliance. Alliance WFOE is obligated to absorb a majority of the loss from Liquor Alliance activities and receive a majority of Liquor Alliance’s expected residual returns. In addition, Liquor Alliance’s shareholders have pledged their equity interest in Liquor Alliance to Liquor WFOE, irrevocably granted Alliance WFOE an exclusive option to purchase, to the extent permitted under PRC Law, all or part of the equity interests in Liquor Alliance and agreed to entrust all the rights to exercise their voting power to the person(s) appointed by Alliance WFOE. Under the accounting guidance, the Company is deemed to be the primary beneficiary of Liquor Alliance and the financial positions, the operating results and cash flows of Liquor Alliance and Liquor Alliance’s subsidiaries are consolidated in the Company for financial reporting purposes.

S-12

The following is a summary of VIE Agreements by and among Liquor Alliance, a subsidiary of Alliance BVI, Alliance WFOE and the shareholders of Alliance BVI. Each of the VIE Agreements is described in detail below:

Master Exclusive Service Agreement

Under the Master Exclusive Service Agreement dated May 1, 2023, Alliance WFOE has agreed to provide the following services (among others) to Liquor Alliance:

●

information consulting services regarding the business operation of Service Receiving Parties;

●

public relation services;

●

market investigation, research and consulting services;

●

Leasing, assignment or disposal of properties;

●

recruiting, managing and training of necessary personnel to sustain the business operation;

●

marketing channel to cooperate with business-relating third-party platforms;

●

customer order management and customer services;

●

mid or short-term market development and market planning services;

●

human resource management and internal information management;

●

Design, installation, daily management, maintenance and updating of network system, hardware and database design, and/or other services determined from time to time by Feipeng WFOE according to the need of business and capacity of the Service Providers.

This agreement was effective from May 1, 2023 and will continue to be effective unless it is terminated by written notice of Alliance WFOE.

Business Cooperation Agreement

Under the Business Cooperation Agreement entered into by Alliance WFOE, Liquor Alliance and the shareholders of Liquor Alliance, dated May 1, 2023, all parties agreed that without obtaining Alliance WFOE ‘s prior written consent, the Liquor Alliance and shareholders of Liquor Alliance shall cause each of Liquor Alliance not to engage in any transaction which may materially affect its asset obligation right or operation. Furthermore, Liquor Alliance and shareholders of Liquor Alliance shall cause Liquor Alliance to accept suggestions raised by Alliance WFOE over the employee engagement and replacement, daily operation, dividend distribution and financial management systems of Liquor Alliance and its subsidiaries and Liquor Alliance and its subsidiaries shall strictly abide by and perform accordingly.

Equity Interest Pledge Agreement

The shareholders of Liquor Alliance entered into an Equity Pledge Interest Agreement with Alliance WFOE, dated May 1, 2023. Under such equity pledge agreement, each of the shareholders of Liquor Alliance pledged its respective equity interest in Liquor Alliance to Alliance WFOE to secure such shareholder’s obligations under the Exclusive Option Agreement, Proxy Agreement, Master Exclusive Service Agreement, and Letter of Confirmation and Undertaking.

Each of such shareholders further agreed not to transfer or pledge his or her respective equity interest in Liquor Alliance without the prior written consent of Alliance WFOE. The equity pledge agreement will remain effective until the shareholders fulfill their obligations and Alliance WFOE discharges all the shareholders’ obligations under these VIE Agreements in writing.

S-13

Exclusive Option Agreement

Under the Exclusive Option Agreement entered into by Alliance WFOE, Liquor Alliance and the shareholders of Liquor Alliance, dated May 1, 2023, the shareholders of Liquor Alliance granted Alliance WFOE or its designee an option to purchase all or a portion of their respective equity interest in Liquor Alliance for the RMB 1.

Each of shareholders of Liquor Alliance agreed that, as of the effective date of this agreement, but before the transfer of all or part of the Liquor Alliance’s equity interest to Liquor Alliance WFOE, if the shareholders obtain dividends, bonuses or residual property from Liquor Alliance, the shareholders shall transfer all the income (after tax) to Alliance WFOE.

The exclusive option agreement shall remain in effect until all of the equity interests in or assets of Liquor Alliance have been acquired by Alliance WFOE or its designee, and upon the condition that Alliance WFOE and its subsidiaries, branches can engage in the business of Liquor Alliance legally.

Alliance WFOE has the right to unilaterally terminate this agreement immediately by sending written notices to Liquor Alliance and the shareholders of Liquor Alliance at any time without liability for the breach. Unless otherwise mandatory by Chinese law, Liquor Alliance and its shareholders has no right to unilaterally terminate this agreement.

Proxy Agreement

Under the Proxy Agreement among Alliance WFOE, Liquor Alliance and the shareholders of Liquor Alliance, dated May 1, 2023, each of the shareholders of Liquor Alliance has agreed to irrevocably entrust Alliance WFOE or its designee to represent it to exercise all the shareholders’ rights to which it is entitled as a shareholder of Liquor Alliance.

Letter of Confirmation and Undertaking

Each shareholder of Liquor Alliance had signed a Letter of Confirmation and Undertaking. Under the Letter of Confirmation and Undertaking, each shareholder of Liquor Alliance confirmed the undertaking and warrant that his or her successor, guardian, creditor, spouse or any other person that may be entitled to assume rights and interests in the equity interest of Liquor Alliance held by him or her upon his or her death, incapacity, divorce or any circumstances that may affect his or her ability to exercise rights of shareholder in Liquor Alliance will not, in any manner and under any circumstances, take any action that may affect or hinder the fulfillment of his or her obligations under each of the Master Exclusive Service Agreement, the Business Cooperation Agreement, the Proxy Agreement, the Exclusive Option Agreement, and the Equity Interest Pledge Agreement executed by him or her on May 1, 2023.

Yinhua

The following is a summary of VIE Agreements by and among Zhisheng, a subsidiary of Yinhua, Yinhua WFOE and the shareholders of Yinhua. Each of the VIE Agreements is described in detail below:

SEC Form 424B5 filed by MingZhu Logistics Holdings Limited