CREG Smart Power Corporation

 

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)
☐	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))

 

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

 

Exhibit Number		Description of Exhibit
5.1		Opinion of Ortoli Rosenstadt LLP
23.1		Consent of Ortoli Rosenstadt LLP (included in Exhibit 5.1)
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 hereunto duly authorized.

 

	SMART POWERR CORP.
Date: January 6, 2025	By:	/s/ Guohua Ku
	Name:	Guohua Ku
	Title:	Chief Executive Officer, and Chairman of the Board

 

 

3

 

Exhibit 5.1

 

 

January 6, 2025

 

SMART POWERR CORP.

4/F, Tower C

Rong Cheng Yun Gu Building

Keji 3rd Road, Yanta District

Xi’an City, Shaan Xi Province, China

 

Ladies and Gentlemen:

 

We have acted as special counsel to SMART POWERR CORP., a Nevada corporation (the “Company”), in connection with a prospectus supplement, dated December 25, 2024 (the “Prospectus Supplement”), to the prospectus which forms a part of a Registration Statement (as amended from time-to-time, the “Registration Statement”) on Form S-3 filed by the Company on August 19, 2024 (Registration No. 333-281639) under the Securities Act of 1933, as amended (the “Act”), with the U.S. Securities and Exchange Commission (the “Commission”) and declared effective on August 29, 2024, relating to the public offering of (i) 900,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 2,340,000 shares of the Company’s Common Stock (the “Pre-Funded Warrant Shares”). The Shares, the Pre-Funded Warrants and the Pre-Funded Warrant Shares are collectively referred to as the “Securities”. The Shares, the Pre-Funded Warrants and the Pre-Funded Warrant Shares are to be sold pursuant to that certain securities purchase agreement, dated as of December 25, 2024 by and between the Company and the purchasers identified on the signature pages thereto (the “Purchase Agreement”).

 

In connection with this matter, we have examined the originals or copies certified or otherwise identified to our satisfaction of the following: (a) Articles of Incorporation of the Company, as amended to date, (b) By-laws of the Company, as amended to date, (c) the Action by Unanimous Written Consent in Lieu of a Meeting of the Board of Directors of the Company, dated December 25, 2024, (d) the Registration Statement, all documents incorporated therein by reference and all exhibits thereto, (d) the Prospectus Supplement, (e) the Purchase Agreement and all the schedules and exhibits thereto, (f) the Pre-Funded Warrants and (g) such other documents as we have deemed necessary to provide the opinions herein. In addition to the foregoing, we have relied as to matters of fact upon the representations made by the Company and their representatives, and we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us certified or photostatic copies.

 

We are members of the Bar of the State of New York. We do not hold ourselves out as being conversant with, or expressing any opinion with respect to, the laws of any jurisdiction other than the federal laws of the United States of America, the laws of the State of New York, and Chapter 78 of the Nevada Revised Statutes. Accordingly, the opinions expressed herein are expressly limited to the federal laws of the United States of America, the laws of the State of New York, and Chapter 78 of the Nevada Revised Statutes.

 

Based upon the foregoing and in reliance thereon, and subject to the qualifications, limitations, exceptions and assumptions set forth herein, we are of the opinion that:

 

(i)

the Securities have been duly authorized for issuance by all necessary corporate action by the Company;

 

(ii)

the Shares, when issued and sold as described in the Registration Statement, the Prospectus Supplement, and the Purchase Agreement, will be validly issued, fully paid and non-assessable;

 

 

 

(iii)

provided that the Pre-Funded Warrants have been duly executed and delivered by the Company and duly delivered to the purchasers thereof against payment therefor, such Pre-Funded Warrants, when sold and issued as contemplated in the Registration Statement, the Prospectus Supplement, and the Purchase Agreement, will be valid and binding obligations of the Company; and

 

(iv)

the Pre-Funded Warrant Shares upon payment to the Company of the required consideration, and when issued and sold by the Company and paid for in accordance with the terms of the Pre-Funded Warrants, as applicable, and as described in the Registration Statement, the Prospectus Supplement, and the Purchase Agreement, will be validly issued, fully paid and non-assessable.

 

This opinion letter speaks only as of the date hereof, and we assume no obligation to update or supplement this opinion letter if any applicable laws change after the date of this opinion letter or if we become aware after the date of this opinion letter of any facts, whether existing before or arising after the date hereof, that might change the opinions expressed above.

 

This opinion letter is furnished to you in connection with the Prospectus Supplement and may not be relied upon by any other person or for any other purpose without our prior written consent in each instance. Further, no portion of this letter may be quoted, circulated or referred to in any other document for any other purpose without our prior written consent.

 

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed on January 6, 2025, and to the use of our name as it appears under the caption “Legal Matters” in the Prospectus Supplement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

 

	Very truly yours,
	/s/ Ortoli Rosenstadt LLP
	Ortoli Rosenstadt LLP

 

 

 

v3.24.4

Cover	Jan. 06, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 06, 2025
Entity File Number	001-34625
Entity Registrant Name	SMART POWERR CORP.
Entity Central Index Key	0000721693
Entity Tax Identification Number	90-0093373
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	4/F, Tower C
Entity Address, Address Line Two	Rong Cheng Yun Gu Building
Entity Address, Address Line Three	Keji 3rd Road, Yanta District
Entity Address, City or Town	Xi’an City, Shaan Xi Province
Entity Address, Country	CN
Entity Address, Postal Zip Code	710075
City Area Code	86-29
Local Phone Number	8765-1097
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001
Trading Symbol	CREG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

---