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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. Under this shelf registration process, we may offer and sell, either individually or in combination, in one or more offerings, up to a total dollar amount of $200,000,000 of any combination of the securities described in this prospectus. This prospectus provides you only with a general description of the securities that we may offer and sell. Each time securities are offered and sold under this shelf registration statement, we will provide a prospectus supplement that will contain specific information about the terms of those securities and the terms of that offering, including the type and number of securities being offered, the offering price, the names of any underwriters, dealers, brokers or agents and the applicable sales commission or discount. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings.

The prospectus supplement and any free writing prospectus that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in any documents that we have incorporated by reference into this prospectus. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or free writing prospectus, you should rely on the prospectus supplement or free writing prospectus, as applicable. The exhibits to our registration statement contain the full text of certain contracts and other important documents we have summarized in this prospectus. Since these summaries may not contain all the information that you may find important in deciding whether to purchase the securities we offer, you should review the full text of these documents. You should read carefully the entire prospectus and any accompanying prospectus supplement or related free writing prospectus, as well as the documents incorporated by reference into this prospectus and/or any prospectus supplement, before making an investment decision. Please also read the additional information described under “Where You Can Find More Information” below.

We have not authorized any dealer, agent or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus and any accompanying prospectus supplement or related free writing prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus or an accompanying prospectus supplement or related free writing prospectus. This prospectus and the accompanying prospectus supplement and related free writing prospectus, if any, do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus and the accompanying prospectus supplement and related free writing prospectus, if any, 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.

For investors outside the United States: We have not done anything that would permit our public offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus outside of the United States.

You should assume that the information appearing in this prospectus and any accompanying prospectus supplement is accurate only as of the date on its respective cover, that the information appearing in any related free writing prospectus is accurate only as of the date of that free writing prospectus, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates.

This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus, any prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information.

Unless the context otherwise requires, references in this prospectus to “Planet Green,” refers to the Planet Green Holdings Corp., the Nevada holding company, and the “Company,” “we,” “our” or “us” refer to Planet Green Holdings Corp. and its subsidiaries and VIEs.

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WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of the registration statement on Form S-3 filed with the SEC under the Securities Act and does not contain all the information set forth in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated herein by reference for a copy of such contract, agreement or other document.

We are currently subject to the reporting requirements of the Exchange Act, and in accordance therewith files periodic reports, proxy statements and other information with the SEC. Our SEC filings are available to you on the SEC’s website at http://www.sec.gov and in the “Investor Relations” section of our website at www.ocugen.com. Our website and the information contained on that site, or connected to that site, are not incorporated into and are not a part of this prospectus.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” information from other documents that we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information in this prospectus supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus, while information that we file later with the SEC will automatically update and supersede the information in this prospectus. We incorporate by reference into this prospectus and the registration statement of which this prospectus is a part the information or documents listed below that we have filed with the SEC:

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We also incorporate by reference any future filings (other than any filings or portions of such reports that are not deemed “filed” under the Exchange Act in accordance with the Exchange Act and applicable SEC rules, including current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that are related to such items unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including those made after the date of the initial filing of the registration statement of which this prospectus is a part and prior to the effectiveness of the registration statement, until we file a post-effective amendment that indicates the termination of the offering of the securities made by this prospectus and will become a part of this prospectus from the date that such documents are filed with the SEC. Information in such future filings updates and supplements the information provided in this prospectus. Any statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements.

Notwithstanding the statements in the preceding paragraphs, no document, report or exhibit (or portion of any of the foregoing) or any other information that we have “furnished” or may in the future “furnish” to the SEC pursuant to the Exchange Act shall be incorporated by reference into this prospectus.

We will furnish without charge to you, upon written or oral request, a copy of any or all of the documents incorporated by reference, including exhibits to these documents by writing or telephoning us at the following address or phone number:

Planet Green Holdings Corp.

Attention: Corporate Secretary

36-10 Union Street, 2^nd Floor

Flushing, NY 11354

(718) 799-0380

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ABOUT THE COMPANY

Use of Certain Defined Terms

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Overview

Planet Green is a Nevada company established in 1986 and is headquartered in Flushing, New York. We are a diversified technology, chemical and consumer products company with presence in North America and China in the follow businesses: Chemical Products, Tea Products, Beef Products and Online Gaming and Advertising Services.

We manage the operation in four business segments which include:

Planet Green is a holding company with no material operations of its own, and conducts substantially all of its operations through its several subsidiaries and its three VIEs including Jilin Chuangyuan, Anhui Ansheng and Xiangtian Energy. Planet Green does not own any equity ownership of VIEs and the VIEs are consolidated for accounting purpose only. Planet Green’s ordinary shares do not represent any equity interests in its VIEs, from which Planet Green derives substantially of its economic benefits.

As a result of our corporate structure, we are subject to unique risks affecting its business, which is primarily conducted through VIEs, due to uncertainty of the interpretation and application of the PRC laws and regulations, including but not limited to, limitations on foreign ownership of companies, and regulatory review of overseas listing of PRC companies through a special purpose vehicle, and the validity and enforcement of the VIEs’ contractual arrangements which may render such arrangements ineffective in providing control over the VIEs.

Moreover, we are subject to the risks of uncertainty about any future actions of the PRC government in this regard, which may result in a material change in our operations, including our ability to carry on its current business through VIEs or accept foreign investments. We may also be subject to penalties and sanctions imposed by PRC regulatory agencies, including the Chinese Securities Regulatory Commission if it fails to comply with their rules and regulations, which could affect the ability of us to list on NYSE America or another foreign exchange. All of these factors may affect the value of investors’ securities.

For the detailed discussion of risks associated with the VIE structure, please refer to “Risk Factors — Risks Related to Our Corporate Structure — The PRC government exerts substantial influence over the manner in which Planet Green, its subsidiaries, and its VIEs must conduct its business activities.”

We conduct our business activities through its VIEs and subsidiaries. Planet Green, its subsidiaries, and VIEs are not required to obtain permissions from Chinese authorities to operate and issue these securities to foreign investors. Planet Green, its VIEs and subsidiaries are not covered by permission requirements from CSRC, CAC or other entity that is required to approve of the VIEs’ operations.

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Organizational Structure

Planet Green was incorporated on February 4, 1986 and was formerly known as “American Lorain Corporation.” Effective November 12, 2009, Planet Green reincorporated in Nevada from Delaware.

The following diagram illustrates our current corporate structure, including our subsidiaries and our VIEs.

Subsidiaries

As of the date of this prospectus Planet Green directly or indirectly owns equity of the following entities: (1) Promising Prospect BVI; (2) Lucky Sky Planet Green; (3) Jiayi Technologies; (4) Shandong Yunchu; (5) Xianning Bozhuang; (6) Fast Approach; (7) Shanghai Shuning; (8) Shine Chemical; (9) Bless Chemical; (10) Hubei Bulaisi, (11) Jingshan Sanhe, (12) Allinyson; (13) Baokuan; and (14) Haishi.

We are a company that continuously strives to create new value and relentlessly to capture new opportunities, which is why we are growing and strengthening our internet-based businesses as another pillar towards our continued growth stage. In addition to our Chinese domestic business, we determined to expand into the global market and acquired 100% shares of Fast Approach, Inc. in Canada on June 5, 2020 to embark on demand-side platform (DSP) business in North America. A demand-side platform is a system that allows buyers of digital advertising inventory to manage multiple advertisement exchange and data exchange through one interface. Fast Approach is the first North America demand side platform that directly connects to Chinese market without middleman and is supported by world class data science researchers among some well-respected universities in North America. Fast Approach owns 100% equity of Shanghai Shuning in China. We believe this acquisition will accelerate our global business growth, leading to further increasing the Planet Green enterprise value as well. On April 18, 2022, we acquired Allinyson Ltd., an online game developer and operator, which generate its revenue substantially from advertising placements. It receives and executes orders from major advertising platforms such as Meta Platforms and Fyber. With the acquisition of Allinyson, we further strengthen our online advertising business.

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On May 29, 2020, one of our subsidiaries, Planet Green BVI incorporated Lucky Sky Planet Green, a limited company incorporated in Hong Kong. On June 16, 2020, Lucky Sky Holdings Corporation (H.K.) transferred its 100% equity interest in Lucky Sky Petrochemical Technology (Xianning) Co., Ltd. to Lucky Sky Planet Green Holdings Co., Limited (H.K.). On August 10, 2020, as part of the reorganization, Planet Green Holdings Corporation (BVI) transferred its 100% equity interest in Lucky Sky Holdings Corporations (H.K.) Limited to Rui Tang, an unrelated party, at nominal price. On December 9, 2020, Lucky Sky Petrochemical Technology (Xianning) Co., Ltd. changed its name to Jiayi Technologies (Xianning) Co., Ltd. On July 18, 2022, Planet Green BVI changed its name to Promising Prospect Limited. As a result of the above-mentioned restructure, Planet Green owns 100% equity ownership of Promising Prospect BVI, which in turn owns 100% equity of Lucky Sky Planet Green. Lucky Sky Planet Green owns 100% equity of Jiayi Technologies.

In response to the rising concern of public shareholders and U.S. regulatory authorities regarding the use by PRC related companies of VIE structures, we determined to modify our VIEs arrangement into equity ownership of our operating entities in China. In order to complete this restructure process, on July 29, 2021, we acquired 100% equity ownership of Shine Chemical at nominal price. Shine Chemical own 100% equity of Bless Chemical, which in turn owns 100% equity of Hubei Bulaisi, a wholly foreign-owned enterprise in China. On September 1, 2021, Jiayi Technologies terminated its VIE agreement regarding 85% VIE interest in Jingshan Sanhe Luckysky, and on the same date, Hubei Bulaisi acquired 85% equity of Jingshan Sanhe Luckysky at no cost.

On May 14, 2019, through Shanghai Xunyang, the Company entered into a series of VIE agreements with Xianning Bozhuang and its equity holders to become the primary beneficiary of Xianning Bozhuang. The Company consolidated Xianning Bozhuang’s accounts as its VIE. On December 20, 2019, we sold 100% of equity interest in Shanghai Xunyang and terminated its VIE agreements with Xianning Bozhuang and Jiayi Technologies entered into VIE agreements with Xianning Bozhuang and its shareholders on the same day. On August 2, 2021, Jiayi Technologies terminated its VIE agreements with Xianning Bozhuang and acquired 100% equity ownership of Xianning Bozhuang at no cost for restructuring purpose.

On January 4, 2021, through Jiayi Technologies, the Company entered into a series of VIE agreements with Jingshan Sanhe Luckysky as well as its shareholders. The Company is considered the 85% primary beneficiary of Jingshan Sanhe Luckysky and it consolidates its accounts as VIEs. On September 1, 2021, Jiayi Technologies terminated the VIE agreements with Jingshan Sanhe Luckysky and its shareholders, and Hubei Bulaisi acquired 85% equity ownership of Jingshan Sanhe at no cost for restructuring purpose.

On December 9, 2021, Jiayi Technologies acquired 100% equity ownership of Shandong Yunchu. As a result, Shandong Yunchu became a wholly owned subsidiary of Jiayi Technologies.

VIE Arrangements

As of the date of this prospectus, we currently have three VIEs under its structure: (1) Jilin Chuangyuan, (2) Anhui Ansheng, and (3) Xiangtian Energy, which are business entities incorporated in China. The Company is considered the beneficiary of the three VIEs only for accounting purpose.

On March 9, 2021, through Jiayi Technologies, the Company entered into a series of VIE agreements with Jilin Chuangyuan as well as its shareholders. The ordinary shares of Jilin Chuangyuan are currently owned by Yongsheng Chen and Xiaodong Cai.

On July 15, 2021, through Jiayi Technologies, the Company entered into a series of VIE agreements with Anhui Ansheng, as well as its shareholders. The ordinary shares of Anhui Ansheng are currently owned by Xiaodong Cai. On December 16, 2022, the Company terminated the series of VIE agreements with Anhui Ansheng and Xiaodong Cai.

On July 15, 2022 and August 8, 2022, through Hubei Bulaisi, the Company entered into a series of VIE agreements with Xiangtian Energy. The ordinary shares of Xiangtian Energy are currently owned by Jian Zhou and Fei Wang.

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Each of the VIE Agreements is described in detail below:

Consultation and Service Agreement. Pursuant to the Consultation and Service Agreement, WFOE has the exclusive right to provide consultation and services to the operating entities in China in the area of business management, human resource, technology and intellectual property rights. WFOE exclusively owns any intellectual property rights arising from the performance of this Consultation and Service Agreement. The amount of service fees and payment term can be amended by the WFOE and operating companies’ consultation and the implementation. The term of the Consultation and Service Agreement is 20 years. WFOE may terminate this agreement at any time by giving 30 day’s prior written notice.

Business Cooperation Agreement. Pursuant to the Business Cooperation Agreement, WFOE has the exclusive right to provide complete technical support, business support and related consulting services, including but not limited to technical services, business consultations, equipment or property leasing, marketing consultancy, system integration, product research and development, and system maintenance. WFOE exclusively owns any intellectual property rights arising from the performance of this Business Cooperation Agreement. The rate of service fees may be adjusted based on the services rendered by WFOE in that month and the operational needs of the operating entities. The Business Cooperation Agreement shall maintain effective unless it was terminated or was compelled to terminate under applicable PRC laws and regulations. WFOE may terminate this Business Cooperation Agreement at any time by giving 30 day’s prior written notice.

Equity Pledge Agreements. Pursuant to the Equity Pledge Agreements among WFOE, operating entities and each of operating entities’ shareholder, shareholders of the operating entities pledge all of their equity interests in the operating entities to WFOE to guarantee their performance of relevant obligations and indebtedness under the Technical Consultation and Service Agreement and other control agreements. In addition, shareholders of the operating entities are in the process of registering the equity pledge with the competent local authority.

Equity Option Agreements. Pursuant to the Equity Option Agreements, WFOE has the exclusive right to require each shareholder of the operating companies to fulfill and complete all approval and registration procedures required under PRC laws for WFOE to purchase, or designate one or more persons to purchase, each shareholder’s equity interests in the operating companies, once or at multiple times at any time in part or in whole at WFOE’s sole and absolute discretion. The purchase price shall be the lowest price allowed by PRC laws. The Equity Option Agreements shall remain effective until all the equity interest owned by each operating entities shareholder has been legally transferred to WFOE or its designee(s).

Voting Rights Proxy Agreements. Pursuant to the Voting Rights Proxy Agreements, each shareholder irrevocably appointed WFOE or WFOE’s designee to exercise all his or her rights as the shareholders of the operating entities under the Articles of Association of each operating entity, including but not limited to the power to exercise all shareholder’s voting rights with respect to all matters to be discussed and voted in the shareholders’ meeting. The term of each Voting Rights Proxy Agreement is 20 years. WFOE has the right to extend each Voting Proxy Agreement by giving written notification.

As discussed above, we operate a portion of business in China through the VIEs and their subsidiaries, and rely on contractual arrangements among our WFOEs, the VIEs, and their respective shareholders to exert influence on the business operations of the VIEs. The VIE structure provides our business operations in China with contractual exposure to foreign investment. However, our contractual arrangements with the VIEs are not equivalent of an investment in the VIEs. Investors are purchasing equity securities of our ultimate Nevada holding company rather than purchasing equity securities of the VIEs. Chinese regulatory authorities could disallow this structure, which would likely result in a material change in our and/or the VIE’s operations and/or a material change in the value of the securities we are registering for sale, including that it could cause the value of such securities to significantly decline or become worthless. If the PRC government deems that the contractual arrangements with the consolidated VIEs domiciled in China 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 or are interpreted differently in the future, we, our subsidiaries and the VIEs could be subject to severe penalties or be forced to relinquish their interests in those operations. It is uncertain whether any new PRC laws or regulations relating to variable interest entity structures will be adopted or if adopted, what they would provide. In addition, to the extent cash is located in the PRC or within a PRC domiciled entity and may need to be used to fund operations outside of the PRC, the funds may not be available due to limitations placed on us, our subsidiaries and the VIEs by the PRC government. 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 us, our subsidiaries’ or the VIEs’ ability to transfer cash and assets.

Consolidating Statements of Income Information

The following is the tabular form condensed consolidating schedule depicting the financial position, cash flows and results of operations for the parent, the subsidiaries, the consolidated variable interest entities, and any eliminating adjustments separately - as of and for the six months ended June 30, 2022 and for year ended December 31, 2021.

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Financial Information Related to the VIEs:

Audited Consolidated Balance Sheets

Planet Green Holdings Corp. 

Audited Consolidated Balance Sheets 

As of December 31, 2020 

(Stated in US Dollars)

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Planet Green Holdings Corp.

Audited Consolidated Balance Sheets

As of December 31, 2021

(Stated in US Dollars)

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Unaudited Consolidated Balance Sheets:

Planet Green Holdings Corp.

Unaudited Consolidated Balance Sheets

As of September 30, 2022

(Stated in US Dollars)

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Audited Consolidated Statements of Operations and Comprehensive (Loss) Income:

Planet Green Holdings Corp.

Audited Consolidated Statements of Operations and Comprehensive (Loss) Income

For the Years Ende December 31, 2020

(Stated in US Dollars)

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Planet Green Holdings Corp.

Audited Consolidated Statements of Operations and Comprehensive (Loss) Income

For the Years Ende December 31, 2021

(Stated in US Dollars)