UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



Amendment
No. 1 to

Form
10-K



☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the fiscal year ended December 31, 2019



☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the transition period from               to



Commission
file number: 001-37513



TMSR
HOLDING COMPANY LIMITED

(Exact
name of registrant as specified in its charter)



|Nevada                                                                                                                  |  | 47-3709051                                                                                      
|----------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------
|(State
                                         or other jurisdiction of
        incorporation
        or organization) |  | (I.R.S.
                                         Employer
        Identification
        Number)



|180
                                         Qingnian West Road,
        Hongqiao
        Building West, 4th Floor
        Nantong, Jiangsu, China |  | 226001        
|-------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------
|(Address
    of principal executive offices)                                                                                                       |  | (Zip
    Code)



Issuer’s
telephone number: +86 0513-8912-3630



Securities
registered pursuant to Section 12(b) of the Act:



|Title
    of Each Class:                      |  | Name
    of Each Exchange on Which Registered:
|--------------------------------------------- |  | ----------------------------------------------
|Common
    Stock, par value $0.0001 per share |  | The
    NASDAQ Stock Market LLC               



Securities
registered pursuant to Section 12(g) of the Act:

Warrants,
each to purchase one-half of one share of Common Stock

Title
of Class



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No
☒



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes
☐ No ☒



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files). Yes ☒ No ☐



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. ☒



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



| | Large
    accelerated filer | ☐ | Accelerated
    filer         | ☐
| | --------------------------- | - | ----------------------------- | -
| | Non-accelerated
    filer   | ☒ | Smaller
    reporting company | ☒
| |                             |   | Emerging
    growth company   | ☒



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
☒



As
of June 28, 2019, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate
market value of the common stock outstanding held by non-affiliates of the registrant, computed by reference to the closing sales
price for the common stock of $1.49, as reported on the Nasdaq Capital Market, was approximately $15 million.



As
of April 17, 2020, there were 28,514,520 shares of common stock, par value $0.0001 per share, of the registrant issued and outstanding.


















EXPLANATORY
NOTE



TMSR Company Holding Limited (the “Company”)
is filing this Amendment No. 1 (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December
31, 2019, originally filed with the Securities and Exchange Commission (the “SEC”) on April 17, 2020 (the “Annual
Report”).



The Registrant is filing this Amendment
to include those disclosures required by the SEC’s March 4, 2020 Order (Release No. 34-88318), as modified on March 25, 2020
(Release No. 34-88465). The Amendment, is not intended to reflect events that may have occurred subsequent to the original filing
date of the Annual Report.



As previously reported on the current
report on Form 8-K filed on March 30, 2020, the Company was unable to file its Annual Report by the original deadline of March
30, 2020, due to circumstances related to the COVID-19 pandemic. The Company followed the restrictive measures implemented in
China, by suspending operation and having employees work remotely during February and March 2020. The Company gradually resumed
operation and production starting in April 2020. Such restrictive measures caused a delay in the entry time of the on-site audit
by the Company’s independent public accountant. In addition, the offices of WWC. P.C., the independent public accounting
firm of the Company, is located in one of the epicenters of the coronavirus outbreak in the United States. As a result, the Company
experienced a delay in the preparation, audit and completion of the Company’s financial statements for the Annual Report.



EXHIBIT
INDEX



|     |  | Description                                                                                   
|---- |  | ----------------------------------------------------------------------------------------------
|31.1 |  | Certification
    of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
|31.2 |  | Certification
    of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).
|32.1 |  | Certification
    of the Chief Executive Officer required by 18 U.S.C. 1350.                  
|32.2 |  | Certification
    of the Chief Financial Officer required by 18 U.S.C. 1350.                  



1







SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized.



|May
    14, 2020 | TMSR
    Holding Company Limited
|---------------- | --------------------------------
|                 |                                 
|                 | By:                             
|                 |                                 



| | By: | /s/
    Yi Li                                                                                                                                                                                    
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | Name:
                                         Yi Li
        Title:
        Chief Financial Officer and Secretary
        (Principal Financial Officer and 
        Principal Accounting Officer)



Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.



|Name                |  | Position                                                           |  | Date            
|------------------- |  | ------------------------------------------------------------------ |  | ----------------
|                    |  |                                                                    |  |                 
|/s/
    Yimin Jin   |  | Chief
    Executive Officer and                                    |  | May
    14, 2020
|Yimin
    Jin       |  | Co-Chairman
    of the Board of Directors                          |  |                 
|                    |  | (Principal Executive Officer)                                      |  |                 
|                    |  |                                                                    |  |                 
|/s/
    Wei Xu      |  | Co-Chairman
    of the Board of Directors                          |  | May
    14, 2020
|Wei
    Xu          |  |                                                                    |  |                 
|                    |  |                                                                    |  |                 
|/s/
    Qihai Wang  |  | Director                                                           |  | May
    14, 2020
|Qihai
    Wang      |  |                                                                    |  |                 
|                    |  |                                                                    |  |                 
|/s/
    Yi Li       |  | Chief
    Financial Officer and Secretary                          |  | May
    14, 2020
|Yi
    Li           |  | (Principal
    Financial Officer and Principal Accounting Officer) |  |                 
|                    |  |                                                                    |  |                 
|/s/
    Manli Long  |  | Director                                                           |  | May
    14, 2020
|Manli
    Long      |  |                                                                    |  |                 
|                    |  |                                                                    |  |                 
|/s/
    Mingyue Cai |  | Director                                                           |  | May
    14, 2020
|Mingyue
    Cai     |  |                                                                    |  |                 
|                    |  |                                                                    |  |                 
|/s/
    Min Zhu     |  | Director                                                           |  | May
    14, 2020
|Min
    Zhu         |  |                                                                    |  |                 
|                    |  |                                                                    |  |                 
|/s/
    Mingze Yin  |  | Director                                                           |  | May
    14, 2020
|Mingze
    Yin      |  |                                                                    |  |                 





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