SPI Energy (SPIEF) put into Official Liquidation with equity behind creditors

Rhea-AI Filing Summary

SPI Energy Co., Ltd. has been placed into Official Liquidation by order of the Grand Court of the Cayman Islands effective July 22, 2025. The court appointed Graham Robinson and James Parkinson of Crowe Cayman Ltd. as Joint Official Liquidators, and the company’s directors lost their powers from that date.

Trading in SPI Energy’s ordinary shares had already been suspended by Nasdaq as of January 15, 2025. Under Cayman Islands law, any acquisition or disposal of the company’s shares after July 22, 2025 is only valid if approved by the liquidators and sanctioned by the Cayman Court. The liquidators are investigating the company’s financial position and emphasize that the liquidation is a formal insolvency process in which ordinary equity holders rank behind unsecured creditors for any distributions.

Positive

• None.

Negative

• The company has entered Official Liquidation, a formal insolvency process under Cayman Islands law, with control passing from directors to court‑appointed liquidators.
• Ordinary equity holders are contractually subordinated to unsecured creditors for any potential distributions, implying a high risk of little or no recovery for shareholders.

Insights

Distressed credit and insolvency analyst

SPI Energy has entered formal insolvency, with equity contractually subordinated to creditors.

SPI Energy is now in Official Liquidation under Cayman Islands law as of July 22, 2025. Joint Official Liquidators from Crowe Cayman Ltd. have replaced the board’s authority, a clear sign that control has shifted from shareholders and management to court‑appointed fiduciaries.

Trading in the company’s ordinary shares was suspended by Nasdaq from January 15, 2025, and any share transfers after the liquidation date require a validation order from the Cayman Court. This severely restricts normal secondary-market activity and highlights that the capital structure is being resolved through a court process rather than through going‑concern operations.

The liquidators state that the process is a formal insolvency and explicitly note that, under Cayman Islands statutory priority, ordinary equity holders rank behind unsecured creditors for payments if assets are available. A sophisticated investor would typically treat this as a highly adverse development for existing shareholders, with recoveries contingent on future findings in the liquidators’ investigation.

8-K Event Classification

2 items: 1.03, 9.01

2 items

Item 1.03 Bankruptcy or Receivership Business

The company or a significant subsidiary has filed for bankruptcy or entered receivership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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

July 22, 2025

Date of Report (Date of earliest event reported)

SPI Energy Co., Ltd.

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands		001-37678		20-4956638
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

94 Solaris Avenue, Camana Bay, Grand Cayman, Cayman Islands		KY1-1204
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:

4803 Urbani Ave.

McClellan Park, CA

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares		SPIEF		OTC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 1.03 Bankruptcy or Receivership.

On July 22, 2025, SPI Energy Co., Ltd. (the "Company") was placed into Official Liquidation by Order of the Grand Court of the Cayman Islands (the “Cayman Court”). Graham Robinson and James Parkinson of Crowe Cayman Ltd., 94 Solaris Avenue, Camana Bay, Grand Cayman, PO Box 30851, KY1-1204, Cayman Islands, have been appointed Joint Official Liquidators (“JOLs”) of the Company from the date of liquidation. As such, the powers of the directors of the Company ceased at the date of the Order. A letter to the stakeholders is found as Exhibit 10.1.

Trading of the Company’s ordinary shares has been suspended by the Nasdaq Stock Market LLC as of January 15, 2025. Pursuant to section 99 of the Cayman Islands Companies Act 2025 and Order 19, Rule 4 of the Cayman Islands Companies Winding Up Rules (2023 Consolidation), acquisitions and disposals of the shares in a company subject to a winding up order are only permissible subject to the provision of a validation order from the Cayman Court, on request of a company’s liquidators.

Consequently, by virtue of the JOLs’ appointment, no acquisition or disposal of the Company’s shares, from July 22, 2025, onward will be considered valid, unless otherwise agreed to by the JOLs and subsequently, sanctioned by Cayman Court.

The JOLs advise that they are in the process of investigating the Company’s financial position and are not presently able to comment on its future prospects.

Further disclosures will be made in due course; however, it should be noted that the liquidation of the Company represents a formal insolvency process and that, pursuant to Cayman Islands laws, ordinary equity holders rank behind unsecured creditors in the statutory priority of payments, in the event that distributable assets are recovered.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Set forth below is a list of the exhibits to this Current Report on Form 8-K.

10.1		SPI Energy - Letter to Members
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

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 hereunto duly authorized.

	SPI ENERGY CO., LTD.
September 17, 2025	By:	/s/ Graham Robinson
		Name: Graham Robinson
		Title: Joint Official Liquidator

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FAQ

What did SPI Energy (SPIEF) announce regarding its legal status?

SPI Energy has been placed into Official Liquidation by the Grand Court of the Cayman Islands effective July 22, 2025. Joint Official Liquidators from Crowe Cayman Ltd. now control the company, and its directors’ powers ceased on the date of the liquidation order.

Who is managing SPI Energy (SPIEF) after the liquidation order?

Graham Robinson and James Parkinson of Crowe Cayman Ltd. were appointed Joint Official Liquidators on July 22, 2025. They have replaced the board’s authority and are responsible for investigating SPI Energy’s financial position and overseeing the winding‑up process under Cayman Islands law.

What happens to trading in SPI Energy (SPIEF) shares after liquidation?

Trading of SPI Energy’s ordinary shares had been suspended by Nasdaq as of January 15, 2025. After July 22, 2025, any acquisition or disposal of its shares is only valid if agreed by the Joint Official Liquidators and sanctioned by the Cayman Court through a validation order.

How are SPI Energy (SPIEF) shareholders ranked in the liquidation process?

Ordinary equity holders rank behind unsecured creditors under Cayman Islands statutory priority of payments. In this formal insolvency, shareholders receive value only if sufficient distributable assets remain after satisfying claims of unsecured creditors and any higher‑priority stakeholders.

What are the Joint Official Liquidators currently doing for SPI Energy (SPIEF)?

The Joint Official Liquidators are investigating SPI Energy’s financial position and have not commented on future prospects. They will assess available assets and liabilities, and further disclosures are expected as the Cayman Islands insolvency process progresses.

Can SPI Energy (SPIEF) shares still be transferred after July 22, 2025?

Share transfers after July 22, 2025 are only valid with a validation order from the Cayman Court. Such orders are requested by the liquidators, meaning routine acquisitions or disposals of shares are restricted during the winding‑up process.