Item 1.01 Entry Into A Material Definitive Agreement.
As previously
reported on a Current Report on Form 8-K filed on July 12, 2019 by Greenland Acquisition Corporation, a business company with limited
liability incorporated under the laws of the British Virgin Islands (the “Company”), with the U.S. Securities and Exchange
Commission (the “SEC”), on July 12, 2019, the Company entered into a share exchange agreement (the “Share Exchange
Agreement”) with Zhongchai Holding (Hong Kong) Limited, a company incorporated under the laws of Hong Kong (“Zhongchai
Holding”), Greenland Asset Management Corporation, a British Virgin Islands company with limited liability, in the capacity
thereunder as the purchaser representative, and Cenntro Holding Limited, the sole member of Zhongchai Holding (the “Zhongchai
Equity Holder”), pursuant to which, among other things and subject to the terms and conditions contained therein, the Company
agreed to acquire all of the outstanding capital stock of Zhongchai Holding through a share exchange, with Zhongchai Holding becoming
a direct wholly-owned subsidiary of the Company (the “Business Combination”). Pursuant to the Share Exchange Agreement,
the Company will issue 7,500,000 of its ordinary shares, no par value (the “Ordinary Shares”), to the Zhongchai Equity
Holder.
On July 12, 2019,
the Company filed with the SEC a preliminary proxy statement in connection with a special meeting of the shareholders of the Company
(the “Special Meeting”) to consider and vote on the Business Combination and related matters.
On September
8, 2019, the Company entered into subscription agreements (each, a “Subscription Agreement”) with certain investors
(“Investors”), pursuant to which the Company agreed to issue and sell to the Investors an aggregate of $6,000,000 of
Ordinary Shares, at a price of $10.25 per share in a private placement (the “Private Placement”). The Private Placement
is conditioned on the closing of Business Combination (the “Closing”) occurring concurrently with or immediately after
the closing of the Private Placement and other customary closing conditions. The proceeds from the Private Placement will be used
to fund expenses incurred in connection with the Business Combination and to fund the Company’s working capital requirements
following the Closing.
During the period
from the execution of the Subscription Agreements through 5:00 p.m. Eastern Time on the fifth business day prior to the Special
Meeting, the Investors will have the right to purchase Ordinary Shares in one or more open market purchases or in privately negotiated
transactions with third parties (any shares so purchased, “Backstop Shares”), which if held and not redeemed in accordance
with the requirements of the Subscription Agreements, will reduce the number of Ordinary Shares required to be purchased by such
Investors in the Private Placement. The Investors have agreed to (i) not transfer prior to the Closing any Backstop Shares that
they own or otherwise acquire, (ii) vote at the Special Meeting all of the Backstop Shares that they own or acquire, or otherwise
have proxy rights with respect to, in favor of the Business Combination, and each of the other proposals, and (iii) waive and not
exercise their redemption rights for any Backstop Shares that they own or acquire.
The Company has
agreed in the Subscription Agreements to file a registration statement covering the shares purchased by the Investors in the Private
Placement within 30 calendar days after the closing of the Private Placement and to use commercially reasonable efforts to have
such registration statement declared effective as soon as practicable and maintain the effectiveness of such registration statement
until the earlier of (i) two years from the issuance of the Ordinary Shares, (ii) the date on which the Investors cease to hold
the Ordinary Shares covered by such registration statement, and (iii) the first day on which the Investors can sell all of their
shares under Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), without manner of sale or volume
restrictions. The foregoing obligations are subject to delay or suspension by the Company for customary limited periods.
Each Subscription
Agreement will terminate with no further force and effect upon the earlier to occur of (i) the mutual written agreement of each
of the parties to the Subscription Agreement to terminate such agreement, (ii) the Company’s notification to the Investors
to abandon the plan to conduct the Business Combination, (iii) such date and time as the Share Exchange Agreement is terminated
in accordance with its terms, and (iv) written consent by either party to terminate the Subscription Agreement if the transactions
contemplated by the Subscription Agreements are not consummated on or prior to December 31, 2019.
A copy of the
form of Subscription Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference,
and the foregoing description of the Subscription Agreements is qualified in its entirety by reference thereto.