UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry Into A Material Definitive Agreement.
On July 15, 2022, Planet Green Holdings Corp. (the “Company”) and Hubei Bulaisi Technology Co., Ltd. (the “Subsidiary”), entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Xianning Xiangtian Energy Holdings Group Co., Ltd. (“Target”), and the shareholder of the Target (the “Seller”), pursuant to which, among other things and subject to the terms and conditions contained therein, the Subsidiary agreed to effect an acquisition of the Target by acquiring from the Seller 30% equity interest of the Target (the “Acquisition”). The Target is a company that holds LNG production facilities through its subsidiary, and owns other assets.
Pursuant to the Share Exchange Agreement, in exchange for the acquisition of the 30% equity interest of the Target, the Company will issue an aggregate of 12,000,000 shares of common stock, par value $0.001 per share, of the Company (the “Exchange Shares”) to the Seller.
The Share Exchange Agreement contains customary representations and warranties made by the Company, on the one hand, and the Target and the Seller on the other hand, made solely for the benefit of the other, which in certain cases are subject to specified exceptions and qualifications contained in the Share Exchange Agreement or in information provided pursuant to certain disclosure schedules to the Share Exchange Agreement.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 above relating to the issuance of the securities in the Acquisition is incorporated herein by reference. The issuance of the securities was exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 7.01 Regulation FD Disclosure
On July 15, 2022, the Company issued a press release announcing the Acquisition. A copy of the press release issued by the Company is attached hereto as Exhibit 99.1. The information in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities, nor shall it be deeded to be incorporated by reference in any filing under the Securities Act or Exchange Act.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 10.1* | Share Exchange Agreement, dated as of July 15, 2022, by and among Planet Green Holdings Corp., Hubei Bulaisi Technology Co., Ltd., Xianning Xiangtian Energy Holding Group Co., Ltd. and the seller named therein. | |
| 99.1 | Press Release, dated July 15, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* The exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Dated: July 18, 2022 | PLANET GREEN HOLDINGS CORP. | |
| By: | /s/ Bin Zhou | |
| Name: | Bin Zhou | |
| Title: | Chief Executive Officer and Chairman | |
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