GLG TD Holdings Inc

INFORMATION STATEMENT

(Preliminary)

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General Information

Unless otherwise noted, references to the “Company,” “we,” “us,” or “our” mean TD Holdings, Inc., a Delaware corporation. Our principal executive offices are located at 139, Xinzhou 11th Street, Futian District, Shenzhen, Guangdong, PRC 518000, telephone (+86) 0755-82792111.

This Information Statement is first mailed on or about March [], 2023 to the Company’s common stockholders of record as of March 6, 2023.

We are furnishing this Information Statement in connection with actions taken by stockholders who have the authority to vote a majority of the outstanding shares of our common stock, par value $0.001 per share (“Common Stock”).

By written consent dated March 6, 2023, as permitted by Section 228 of the Delaware General Corporation Law (the “DGCL”) and Section 8 of Article II of our bylaws, the stockholders who have the authority to vote a majority of the outstanding shares of Common Stock approved the following corporate actions (collectively, the “Authorizations”):

(i) the entry into a securities purchase agreement (the “Purchase Agreement”) dated as of March 13, 2023 by and between the Company and an institutional purchaser (the “Investor”), pursuant to which the Company will issue an unsecured promissory note (the “Note”) dated as of March 13, 2023 to the Investor; and

(ii) the issuance of shares of Common Stock in excess of 19.99% of the currently issued and outstanding shares of Common Stock of the Company upon the conversion of the Note (the corporate transaction set forth in paragraphs (i) and (ii), collectively, the “Financing Transaction”).

Concurrently with the Authorizations, all of the members of the Board, by written consent in lieu of a meeting, as provided under the DGCL, provided similar authorizations.

Nasdaq Requirements

The foregoing resolutions for the Financing Transaction are required because under the terms of the Note, the Company may have to issue more than 19.99% of its issued and outstanding Common Stock pursuant to the conversion of the Note by the Investor.

Under NASDAQ Listing Rule 5635(d), the Company may not issue shares of Common Stock (or securities convertible into or exercisable for Common Stock) in other than public offerings without stockholder approval if the aggregate number of shares of Common Stock issued would be equal to or greater than 20% of the Company’s issued and outstanding shares of Common Stock as of the date of issuance, and the price per share of Common Stock issued is less than the closing price immediately preceding the signing of the binding agreement or the average closing price of the Common Stock for the five trading days immediately preceding the signing of the binding agreement (the “Minimum Price”).

As a result of the foregoing resolutions, on the date which is 20 calendar days after the date of mailing this Information Statement to its shareholders, the Company will comply with NASDAQ Listing Rule 5635(d), as these resolutions constitute shareholder approval for the Company to issue shares of Common Stock to the holder of the Note in an amount more than 19.99% of the issued and outstanding Common Stock upon conversion of the Note, even if the price per share of Common Stock issued in connection with the Financing Transaction is less than the Minimum Price.

Dissenters’ Right of Appraisal

No dissenters’ or appraisal rights under the DGCL are afforded to the Company’s stockholders as a result of the approval of the Authorizations.

Vote Required

The vote, which was required to approve the above Authorizations, was the affirmative vote of the holders of a majority of the Company’s voting stock. Each holder of Common Stock is entitled to one (1) vote for each share of Common Stock held.

The date used for purposes of determining the number of outstanding shares of the voting stock of the Company entitled to vote is March 6, 2023 (the “Voting Record Date”). The record date for determining those shareholders of the Company entitled to receive this Information Statement is the close of business on March 6, 2023 (the “Mailing Record Date”). As of the Voting Record Date, the Company had 144,416,101 shares of voting stock outstanding, with all 144,416,101 shares being Common Stock. All outstanding shares are fully paid and nonassessable.

Vote Obtained

Section 228(a) of the DGCL and Section 8 of Article II of our bylaws provide that any action which may be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, via written consent of the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

The consenting shareholders voted to approve the corporate actions and their respective approximate ownership percentage of the voting stock of the Company as of the Voting Record Date totaled in the aggregate 55.674% of the outstanding voting stock.

Notice Pursuant to Section 228 of the DGCL

Pursuant to Section 228 of the DGCL, no advance notice is required to be provided to the other shareholders, who have not consented in writing to such action, of the taking of the stated corporate action without a meeting of stockholders. No additional action will be undertaken pursuant to such written consents, and no dissenters’ rights under the DGCL are afforded to the Company’s stockholders as a result of the action to be taken.

Pursuant to Section 228 of the DGCL, we are required to provide prompt notice of the taking of corporate action by written consent to our stockholders who have not consented in writing to such action. This Information Statement serves as the notice required by Section 228 of the DGCL.

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FINANCING TRANSACTION

On March 13, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Streeterville Capital, LLC, a Utah limited liability company (the “Investor”), pursuant to which the Company issued an unsecured convertible promissory note with a 12-month maturity (the “Note”). The Note has the original principal amount of $3,320,000 and the Investor gave consideration of $3,000,000, reflecting an original issue discount of $300,000 and the Investor’s transaction costs of $20,000.

With respect to the Note, (i) interest accrues on the outstanding balance of the Note at the rate of ten percent (10%) per annum; (ii) upon the occurrence of an Event of Default (as such term defined thereof), interest accrues at an interest rate equal to the lesser of 22% per annum or the maximum rate permitted under applicable law; and (iii) upon any Event of Default, the Investor may accelerate the outstanding balance payable under the Note, which will increase automatically upon such acceleration by 15% or 5%, depending on the nature of the Event of Default.

Pursuant to the Purchase Agreement and the Note, the Company must obtain the applicable Investor’s prior written consent for certain fundamental transactions such as consolidation, merger, disposition of substantial assets, change of control, reorganization, or recapitalization. Any occurrence of a fundamental transaction without such Investor’s prior written consent will be deemed an Event of Default.

Pursuant to the Purchase Agreement and the Note, the Investor may redeem all or any portion of the Note, at any time after six (6) months from the issue date upon notice, subject to certain monthly redemption volume restriction, in cash or converting into shares of the Company’s Common Stock at a price equal to 80% multiplied by the lowest volume-weighted average price of the Common Stock on the principal market during the fifteen (15) trading days immediately preceding the applicable redemption notice is delivered, subject to certain adjustments and ownership limitations specified in the Note. The Note provides for liquidated damages upon failure to comply with any of the terms or provisions of the Note. The Company may prepay the outstanding balance of the Note in cash equal to 125% multiplied by the portion of the outstanding balance the Company elects to prepay.

Potential Effect of the Financing Transaction

Any issuance of additional shares of Common Stock as a result of the conversion of the Note that was approved by the consenting stockholders pursuant to the Authorizations will dilute the ownership and voting rights of stockholders and, depending upon the price at which the shares are issued, could have a negative effect on the trading price of the Company’s Common Stock.