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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):
May 1, 2026
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 3.01 Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 1, 2026, Smart Powerr Corp., a Nevada corporation
(the “Company”) received written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq
Stock Market LLC (“Nasdaq”) notifying the Company that, because the closing price for the Company’s common stock had
fallen below $1.00 per share for 30 consecutive trading days, the Company was no longer in compliance with the requirement for continued
inclusion on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). Further, the Notice stated
that, pursuant to Listing Rule 5810(c)(3)(A)(iv), the Company was not eligible for any compliance period specified in Rule 5810(c)(3)(A)
due to the fact that the Company has effected a reverse stock split over the prior one-year period.
The Notice stated that the Company’s securities
will be suspended from trading on The Nasdaq Capital Market at the opening of business on May 12, 2026, and a Form 25-NSE will be filed
with the U.S. Securities and Exchange Commission (the “Commission”), which will remove the Company’s securities from
listing and registration on The Nasdaq Stock Market, unless the Company requests an appeal of such determination to Nasdaq’s Hearings
Panel (the “Panel”) by May 8, 2026. The Company intends to timely request a hearing before the Panel. The hearing request
will automatically stay any suspension or delisting action pending the hearing and the expiration of any additional extension period if
granted by the Panel following the hearing. In the event that the Company regains compliance with the Bid Price Rule prior to any scheduled
hearing date, then a hearing may not be necessary, as the Company may be mooted out of the hearings process. The Company intends to take
all reasonable measures available to regain compliance under the Bid Price Rule and remain listed on Nasdaq, including such actions as
effecting a reverse stock split. There can be no assurance that the Panel will grant the Company’s request for continued listing
or that the Company will be able to regain compliance and thereafter maintain its listing on Nasdaq.
Forward Looking Statements:
This Current Report on Form 8-K contains “forward-looking”
statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including
statements related to the Company’s intent to request an appeal before the Panel and ability to regain compliance with Nasdaq’s
continued listing standards. The words “may,” “will,” “could,” “would,” “should,”
“expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,”
“predict,” “project,” “potential,” “continue,” “ongoing” and similar expressions
are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. While
the Company believes its plans, intentions and expectations reflected in those forward-looking statements are reasonable, these plans,
intentions or expectations may not be achieved. The Company’s actual results, performance or achievements could differ materially
from those contemplated, expressed or implied by the forward-looking statements. For information about the factors that could cause such
differences, please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, including the information
discussed under the captions “Item 1 Business,” “Item 1A. Risk Factors” and “Item 7 Management’s Discussion
and Analysis of Financial Condition and Results of Operations,” as well as the Company’s various other filings with the Commission.
Given these uncertainties, you should not place undue reliance on these forward-looking statements. The Company assumes no obligation
to update any forward-looking statement. The Company undertakes no obligation to update any forward-looking statement in this report,
except as required by law.
This report is incorporated by reference into
the registration statement on Form S-3 (File No. 333-281639), and the registration statement on Form S-8 (File No. 333-290898),
filed with the Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents
or reports subsequently filed or furnished.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibits
Number |
|
Description |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: May 7, 2026 |
By: |
/s/ Yongjiang (Jackie) Shi |
| |
|
Yongjiang (Jackie) Shi |
| |
|
Chief Financial Officer |
