TD HOLDINGS, INC. : Entry into a Substance Definitive Settlement, Unregistered Sale of Equity Securities, Economical Statements and Displays (sort 8-K)

Item 1.01. Entry into a Materials Definitive Arrangement.

On January 9, 2023, TD Holdings, Inc. (the “Corporation”) entered into that particular
Securities Invest in Arrangement (the “SPA”) with Ms. Huiwen Hu, an affiliate of
the Firm, and specified other purchasers who are “non-U.S. Individuals” (the
“Traders”) as defined in Regulation S of the Securities Act of 1933, as
amended (the “Securities Act”), pursuant to which the Organization agreed to offer an
aggregate of 35,000,000 shares (the “Shares”) of its typical inventory, par value
$.001 for every share (“Common Stock”), at a for each share invest in price tag of $1.21 (the
“Popular Inventory PIPE”). The gross proceeds to the Business from the Frequent Stock
PIPE will be $42.35 million. Since Ms. Huiwen Hu is an affiliate of the Firm,
the Widespread Inventory PIPE has been approved by the Audit Committee of the Board of
Directors of the Business as effectively as the Board of Administrators of the Company.

The events to the SPA have just about every produced customary representations, warranties and
covenants, including, amongst other issues, (a) the Buyers are “non-U.S.
Individuals” as described in Regulation S and are acquiring the Shares for the objective
of expenditure, (b) the absence of any undisclosed product adverse effects, and
(c) the absence of legal proceedings that have an effect on the completion of the
transaction contemplated by the SPA.

The SPA is issue to a variety of disorders to closing like Nasdaq’s
completion of its review of the notification to Nasdaq concerning the listing of
the Shares. The Shares to be issued in the Widespread Inventory PIPE are exempt from the
registration demands of the Securities Act of 1933, as amended, pursuant to
Regulation S promulgated thereunder.

The internet proceeds of the Popular Inventory PIPE shall be utilised by the Firm in
link with the Company’s normal company purposes, doing the job funds, or
other relevant business as authorized by the board of administrators of the Organization.

The type of the SPA is submitted as Show 10.1 to this Current Report on Form 8-K,
and such doc is included herein by reference. The foregoing is only a
quick description of the substance phrases of the SPA, and does not purport to be a
full description of the rights and obligations of the parties thereunder and
is capable in its entirety by reference to this kind of show.

Item 3.02 Unregistered Profits of Equity Securities

The data established forth in Product 1.01 hereof is hereby integrated by
reference into this Merchandise 3.02.

The present and sale of the shares of the Widespread Inventory pursuant to the SPA will
not be registered underneath the Securities Act, in reliance on the exemption from
registration presented by Portion 4(a)(2) of the Securities Act and/or Regulation
S promulgated thereunder. The Shares have not been supplied or sold in the United
States or to, or for the account or profit of, U.S. persons (as described in
Regulation S less than the Securities Act) or people in the United States.

Product 9.01. Monetary Statements and Reveals.

(d) Reveals.



Show No.   Description
10.1            Sort of Widespread Inventory Securities Invest in Settlement
104           Deal with Web page Interactive Knowledge File (embedded within just the Inline XBRL doc)




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