Item 1.01. Entry into a Material Definitive Agreement.

On January 9, 2023, TD Holdings, Inc. (the "Company") entered into that certain Securities Purchase Agreement (the "SPA") with Ms. Huiwen Hu, an affiliate of the Company, and certain other purchasers who are "non-U.S. Persons" (the "Investors") as defined in Regulation S of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to which the Company agreed to sell an aggregate of 35,000,000 shares (the "Shares") of its common stock, par value $0.001 per share ("Common Stock"), at a per share purchase price of $1.21 (the "Common Stock PIPE"). The gross proceeds to the Company from the Common Stock PIPE will be $42.35 million. Since Ms. Huiwen Hu is an affiliate of the Company, the Common Stock PIPE has been approved by the Audit Committee of the Board of Directors of the Company as well as the Board of Directors of the Company.

The parties to the SPA have each made customary representations, warranties and covenants, including, among other things, (a) the Investors are "non-U.S. Persons" as defined in Regulation S and are acquiring the Shares for the purpose of investment, (b) the absence of any undisclosed material adverse effects, and (c) the absence of legal proceedings that affect the completion of the transaction contemplated by the SPA.

The SPA is subject to various conditions to closing including Nasdaq's completion of its review of the notification to Nasdaq regarding the listing of the Shares. The Shares to be issued in the Common Stock PIPE are exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Regulation S promulgated thereunder.

The net proceeds of the Common Stock PIPE shall be used by the Company in connection with the Company's general corporate purposes, working capital, or other related business as approved by the board of directors of the Company.

The form of the SPA is filed as Exhibit 10.1 to this Current Report on Form 8-K, and such document is incorporated herein by reference. The foregoing is only a brief description of the material terms of the SPA, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibit.

Item 3.02 Unregistered Sales of Equity Securities

The information set forth in Item 1.01 hereof is hereby incorporated by reference into this Item 3.02.

The offer and sale of the shares of the Common Stock pursuant to the SPA will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation S promulgated thereunder. The Shares have not been offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) or persons in the United States.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description
10.1            Form of Common Stock Securities Purchase Agreement
104           Cover Page Interactive Data File (embedded within the Inline XBRL document)




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