SCHEDULE: L1 Capital Fund Discloses 9.99% Stake in MingZhu Logistics

L1 Capital Global Opportunities Master Fund, Ltd. has reported a 9.99% beneficial ownership stake in MingZhu Logistics Holdings Ltd., primarily through ordinary shares and pre-funded warrants.

Summary

• L1 Capital Global Opportunities Master Fund, Ltd. (the "Reporting Person") has filed a Schedule 13G, indicating passive beneficial ownership in MingZhu Logistics Holdings Ltd.
• The Reporting Person beneficially owns 644,677 Ordinary Shares of MingZhu Logistics Holdings Ltd.
• This ownership represents 9.99% of the class of Ordinary Shares outstanding.
• The beneficially owned amount consists of 500,000 Ordinary Shares and 144,677 Pre-Funded Warrants to purchase Ordinary Shares.
• The filing explicitly states that 1,355,323 additional Pre-Funded Warrants and 2,000,000 Common Warrants are not included in the reported beneficial ownership due to a 9.99% beneficial ownership limitation.
• The percentage of class is calculated based on 6,308,550 Ordinary Shares outstanding after a recent offering, as per the Issuer's Prospectus Supplement filed on November 26, 2025.
• The Reporting Person has sole voting and dispositive power over the 644,677 shares.
• The filing certifies that the securities were not acquired for the purpose of changing or influencing control of the issuer.

Sentiment

Score: 6

Explanation: The filing indicates an institutional investor taking a significant stake, which is generally positive. However, the presence of a large number of unexercised warrants with a beneficial ownership limitation introduces potential future dilution, which could be a negative factor for existing shareholders.

Positives

• A significant institutional investor, L1 Capital Global Opportunities Master Fund, Ltd., has taken a substantial stake, indicating potential confidence in MingZhu Logistics Holdings Ltd.
• The investment includes both ordinary shares and pre-funded warrants, suggesting a strategic entry point.

Negatives

• The existence of a 9.99% beneficial ownership limitation on a significant number of additional warrants (1,355,323 Pre-Funded Warrants and 2,000,000 Common Warrants) suggests potential future dilution if these warrants are exercised, which could impact existing shareholders.

Risks

• Potential future dilution from the exercise of 1,355,323 Pre-Funded Warrants and 2,000,000 Common Warrants, which are currently subject to a 9.99% beneficial ownership limitation.

Future Outlook

The filing does not contain specific forward-looking statements or guidance from MingZhu Logistics Holdings Ltd. It primarily reports a passive ownership stake by an institutional investor.

Management Comments

• David Feldman and Joel Arber, Directors of L1 Capital Global Opportunities Master Fund, Ltd., disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein.

Industry Context

This filing indicates an institutional investor's interest in the logistics sector, specifically in a company operating out of China. While not providing direct industry analysis, the investment suggests a belief in the long-term prospects of MingZhu Logistics within its market.

Comparison to Industry Standards

• This filing is a standard disclosure of beneficial ownership by a passive investor and does not contain performance metrics that would allow for a direct comparison to industry standards or specific comparable companies/projects. The 9.99% stake is a significant position for an institutional investor, often seen as a threshold for passive reporting.

Stakeholder Impact

• Shareholders: The entry of a significant institutional investor could be seen as a positive signal, potentially increasing investor confidence. However, the large number of unexercised warrants held by the investor, subject to a beneficial ownership limitation, poses a risk of future dilution if exercised, which would impact existing shareholders' equity.

Key Dates

Recommendation

While the entry of a significant institutional investor like L1 Capital Global Opportunities Master Fund, Ltd. is generally a positive signal, indicating confidence in MingZhu Logistics, the substantial number of unexercised warrants held by the fund, subject to a beneficial ownership limitation, introduces a notable risk of future dilution. This potential dilution could offset some of the positive sentiment from the new investment. Therefore, a 'hold' recommendation is appropriate, suggesting investors monitor the company's performance and any future warrant exercises before making further investment decisions.

Keywords

MingZhu Logistics, L1 Capital, Schedule 13G, Beneficial Ownership, Ordinary Shares, Warrants, Institutional Investor, Equity Stake, Logistics, China