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): January 6, 2025
SMART POWERR CORP.
(Exact name of Company as specified in charter)
Nevada | | 001-34625 | | 90-0093373 |
(State or other jurisdiction of incorporation) | | (Commission File No.) | | (IRS Employer Identification No.) |
4/F, Tower C Rong Cheng Yun Gu Building Keji 3rd Road, Yanta District Xi’an City, Shaan Xi Province, China 710075 |
(Address of registrant’s principal executive office) (Zip code) |
(86-29) 8765-1097
(Registrant’s telephone number, including area code)
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 Company 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) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. ☐
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 | | CREG | | Nasdaq Stock Market |
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed in a Current Report on Form 8-K filed by SMART POWERR CORP. (the “Company”, “we”, “us” or “our”) on December 31, 2024, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain purchasers (“Purchasers”) on December 25, 2024, pursuant to which the Company has agreed to issue and sell an aggregate of (i) 900,000 shares of common stock (the “Shares”) of the Company, at a purchase price of $0.62 per share (“Purchase Price”), par value $0.001 per share and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of up to 2,340,000 shares of common stock (and the shares that are issuable from time to time upon exercise of the Pre-Funded Warrants (the “Pre-Funded Warrant Shares”)), in a registered direct offering (“Offering”) to certain Purchasers.
The Company issued the Shares and Pre-Funded Warrants and the Offering closed on January 3, 2025.
A copy of the opinion of the Company’s counsel, relating to the validity of the Shares and Pre-Funded Warrants in connection with the Offering, is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
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 hereunto duly authorized.
| SMART POWERR CORP. |
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Date: January 6, 2025 | By: | /s/ Guohua Ku |
| Name: | Guohua Ku |
| Title: | Chief Executive Officer, and Chairman of the Board |
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