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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 23, 2025
SMART POWERR CORP.
(Exact name of registrant as specified in charter)
| Nevada |
|
001-34625 |
|
90-0093373 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
4/F,
Tower C
Rong
Cheng Yun Gu Building
Keji 3 rd Road, Yanta District
Xi’an City,
Shaanix Providence,
China |
|
710075 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s telephone number, including
area code: (86-29) 8765-1097
| N/A |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
| Common stock, par value $0.001 per share |
|
CREG |
|
Nasdaq Stock Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 1.01 Entry into a Material Definitive
Agreement.
On October 23, 2025, Smart Powerr Corp., a Nevada
corporation (the “Company”) received entered into securities purchase agreements with certain accredited investors (the “Investors”),
pursuant to which the Company agreed to issue and sell, in a private placement (the “Private Placement”), an aggregate of
17,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”) included in 17,000,000 units (the “Units”),
each consisting of one share of Common Stock, and one warrant, each exercisable to purchase one share of Common Stock (each, a “Warrant”),
at a purchase price of $1.18 per Unit, which is the closing price of the shares of Common Stock of the Company on October 22, 2025, for
gross proceeds of $20,060,000. The Company plans to use the process for working capital and general corporate purposes.
The Warrants have a five-year term and a $1.416
per share exercise price, which equals 120% of the per Unit purchase price. The Warrants also provide for cashless exercise if and only
if at the time of any exercise thereof there is no effective registration statement registering. Subject to limited exceptions, a holder
of Warrants will not have the right to exercise any portion of its Warrants if the holder, together with its affiliates, would beneficially
own in excess of 4.99% (or, at the election of the holder, such limit may be increased to up to 9.99%) of the number of shares of Common
Stock outstanding immediately after giving effect to such exercise.
In connection with the Private Placement, the
Company also entered into a registration rights agreement with the Investors (the “Registration Rights Agreement”), pursuant
to which the Company agreed to file one or more registration statements with the United States Securities and Exchange Commission (the
“Commission”) to register the resale of the shares of Common Stock to be issued in the Private Placement and the shares of
Common Stock issuable upon exercise of the Warrants. Pursuant to the Registration Rights Agreement, the Company is required to file the
initial registration statement no later than the 30th calendar day following the closing date of the Private Placement.
The Company’s directors and executive officers also entered into lock-up agreements pursuant to the Purchase Agreement. Under these
agreements, these parties have agreed, subject to specified exceptions, not to offer, sell, contract to sell, hypothecate, pledge or otherwise
dispose of any shares of Common Stock or securities convertible into, or exchangeable or exercisable for shares of Common Stock for 90
days from the closing date of the Private Placement.
The Private Placement was conducted in compliance
with Nasdaq Listing Rule 5635(d), which permits issuances of 20% or more of the outstanding Common Stock without shareholder approval
when the offering is priced at or above the “Minimum Price” as defined under Nasdaq rules.
The closing of the Private Placement is subject
to the satisfaction of customary closing conditions. As of the date of this report, the closing conditions have not been satisfied, and
the Company has not issued any shares of Common Stock pursuant to the securities purchase agreements.
The foregoing descriptions of the Purchase Agreement,
Warrants, and Registration Rights Agreement, do not purport to be complete and are qualified in their entirety by reference to the full
text of such agreements, copies of which are filed as Exhibits 10.1, 4.1, and 10.2, respectively, to this Current Report on Form 8-K and
incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information disclosed in Item 2.01 above is
incorporated by reference into this Item 3.02.
The Private Placement was exempt from the registration
requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof, and Regulation
D promulgated thereunder for transactions not involving a public offering, or Regulation S, as applicable. Each Sellers was required to
represent that it is either an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act or, in
the case of the shares of Common Stock sold outside the United States, not a “U.S. person” in accordance with Regulation S
under the Securities Act. The Company did not engage in general solicitation or advertising and did not offer securities to the public
in connection with the issuance and sale of shares of Common Stock described in this report.
The shares of Common Stock to be issued in the
Private Placement have not been registered under the Securities Act and none of such securities may be offered or sold in the United States
absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. The shares of
Common Stock are subject to transfer restrictions, and the certificates evidencing the securities will contain an appropriate legend stating
that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant
to an exemption therefrom.
Neither this Current Report on Form 8-K nor any
of the exhibits attached hereto will constitute an offer to sell or the solicitation of an offer to buy shares of Common Stock or any
other securities of the Company
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibits
Number |
|
Description |
| 4.1 |
|
Form of Warrants |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 10.2 |
|
Form of Registration Rights Agreement |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This Current Report on Form 8-K contains forward
looking statements that involve risks and uncertainties. All statements other than statements of historical fact contained in this Form
8-K, including statements regarding future events, our future financial performance, business strategy and plans and objectives of management
for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including
“anticipates,” “believes,” “can,” “continue,” “could,” “estimates,”
“expects,” “intends,” “may,” “plans,” “potential,” “predicts,”
“should,” or “will” or the negative of these terms or other comparable terminology. Although we do not make forward
looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are
only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under “Risk
Factors” or elsewhere in this Form 8-K, which may cause our or our industry’s actual results, levels of activity, performance
or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing
environment. New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can we address the impact
of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially
from those contained in any forward-looking statements. All forward-looking statements included in this document are based on information
available to us on the date hereof, and we assumes no obligation to update any such forward-looking statements.
You should not place undue reliance on any forward-looking
statement, each of which applies only as of the date of this Form 8-K. Before you invest in our securities, you should be aware that the
occurrence of the events described in the section entitled “Risk Factors” as well as other risks and factors identified from
time to time in the Company’s SEC filings could negatively affect our business, operating results, financial condition and stock
price. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after
the date of this Form 8-K to conform our statements to actual results or changed expectations.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
| |
SMART POWERR CORP. |
| |
|
|
| Date: October 28, 2025 |
By: |
/s/ Guohua Ku |
| |
|
Guohua Ku |
| |
|
Chairman of the Board and
Chief Executive Officer |
5
