8-K
Cenntro Inc. (CENN)
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): February 16, 2024
Cenntro Electric Group Limited
(Exact Name of Registrant as Specified in Charters)
| Australia | 001-38544 | N/A |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS. Employer Identification No.) |
| 501 Okerson Road, Freehold, New Jersey 07728 | ||
| --- | ||
| (Address of Principal Executive Offices, and Zip Code) | ||
| (732) 820-6757 | ||
| --- |
Registrant's Telephone Number, Including Area Code
| N/A |
|---|
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered |
|---|---|---|
| Ordinary Shares | CENN | The Nasdaq Capital Market |
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)) |
| --- | --- |
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 8.01 | Other Events. |
|---|
Press Release
On February 16, 2024, Cenntro Electric Group Limited ACN 619 054 938 (the “Company”) issued a press release announcing the Supreme Court of New South Wales, Australia (the “Court”) made orders to approve the Company’s proposed scheme of arrangement in relation to which the Company will redomicile from Australia to the United States (the “Scheme”). Under the Scheme, the Company will become a subsidiary of Cenntro Inc. (the “HoldCo”), a United States company incorporated in accordance with the laws of the State of Nevada for the purpose of effecting the Company group's redomiciliation to the United States. The press release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and which is incorporated herein by reference.
The information furnished pursuant to this Item 8.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly set forth by specific reference in such filing.
An indicative timetable in respect of the implementation of the Scheme is set out below.
Next Steps
The key dates for implementation of the Scheme are set out below:
| Expected date* | Event |
|---|---|
| Thursday, February 22, 2024 at 7:00pm | Record Date^1^ |
| Tuesday, February 27, 2024 | Implementation Date |
| Thursday, February 29, 2024 | Commencement of dispatch to Scheme Shareholders of statements confirming the issue of HoldCo Shares |
*All dates and times listed in the table above are in Australian Eastern Daylight Time and are indicative only and subject to change. Cenntro, in consultation with HoldCo, may vary any or all of these dates and times and will provide reasonable notice of any such variation. Certain times and dates are conditional on the conditions precedent to the Scheme, including approval of the Scheme by the Court, being satisfied or waived (as applicable). Any changes will be announced by Cenntro to Nasdaq and published on Cenntro’s website at www.cenntroauto.com.
(1) Eligible Cenntro shareholders who hold Cenntro ordinary shares of the Company as at 7:00pm (AEDT) on Thursday, February 22, 2024 (the "Record Date") will receive one share of common stock in Cenntro Inc. in exchange for every one ordinary share of the Company which such eligible Cenntro shareholder held as of the Record Date.
| Item 9.01 | Exhibits. |
|---|---|
| Exhibit<br><br> <br>No. | Description |
| --- | --- |
| 99.1* | Press Release, dated February 16, 2024 |
| 104 | Cover page of this Current Report on Form 8-K formatted in Inline XBRL |
| * | Furnished herewith |
| --- | --- |
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.
| Dated: February 16, 2024 | ||
|---|---|---|
| Cenntro Electric Group Limited | ||
| By: | /s/ Peter Wang | |
| Name: | Peter Wang | |
| Title: | Chief Executive Officer |
Exhibit 99.1
Cenntro Electric Group Limited Announces Approval of the Scheme of Arrangement by the Supreme Court of New South Wales
FREEHOLD, N.J. – February 16, 2024 – Cenntro Electric Group Limited (NASDAQ: CENN) (“Cenntro” or “the Company”), a leading electric vehicle technology company with advanced, market-validated electric commercial vehicles, refers to the proposed scheme of arrangement in relation to which Cenntro will re-domicile from Australia to the United States ("U.S.", the “Scheme”), and under which Cenntro will become a subsidiary of Cenntro Inc., a corporation incorporated in accordance with the laws of the state of Nevada for the purpose of effecting the Scheme.
Cenntro is pleased to announce that the Supreme Court of New South Wales, Australia (the "Court") made orders approving the proposed Scheme on Friday, February 16, 2024 (Australian Eastern Daylight Time, "AEDT").
Cenntro further confirms that it has today lodged an office copy of the orders made by the Court approving the Scheme with the Australian Securities and Investments Commission ("ASIC") pursuant to sub-section 411(10) of the Corporations Act 2001 (Cth), as a result of which the Scheme is now legally effective.
An office copy of the Court orders lodged with ASIC is attached at Annexure A to this press release.
Eligible Cenntro shareholders who hold Cenntro ordinary shares of the Company as at 7:00pm (AEDT) on Thursday, February 22, 2024 (the "Record Date") will receive one share of common stock in Cenntro Inc. in exchange for every one ordinary share of the Company which such eligible Cenntro shareholder held as of the Record Date.
Next steps
An indicative timetable of the key milestones remaining under the Scheme is set out below:
| Expected date* | Event |
|---|---|
| Thursday, February 22, 2024 at 7:00pm | Record Date – being the time and date for determining entitlements to Scheme consideration |
| Tuesday, February 27, 2024 | Implementation date – being the date on which the Scheme will be implemented and Cenntro shareholders will receive the Scheme consideration which they are entitled to |
| Thursday, February 29, 2024 | Commencement of dispatch to Eligible Cenntro shareholders of statements confirming the issue of common stock in Cenntro Inc. |
*All dates and times listed in the table above are in AEDT and are indicative only and subject to change. Cenntro, in consultation with Cenntro Inc., may vary any or all of these dates and times and will provide reasonable notice of any such variation. Any changes will be announced by Cenntro to Nasdaq and published on Cenntro’s website at www.cenntroauto.com.
About Cenntro Electric Group Ltd.
Cenntro Electric Group Ltd. (NASDAQ: CENN) is a leading maker and provider of electric commercial vehicles (“ECVs”). Cenntro's purpose-built ECVs are designed to serve a variety of commercial applications inclusive of its line of class 1 to class 4 trucks. Cenntro is building a globalized supply-chain, as well as the manufacturing, distribution, and service capabilities for its innovative and reliable products. Cenntro continues to evolve its products capabilities through advanced battery, powertrain, and smart driving technologies. For more information, please visit Cenntro's website at: http://www.cenntroauto.com/.
Forward-Looking Statements
This communication contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts. Such statements may be, but need not be, identified by words such as "may,'' "believe,'' "anticipate,'' "could,'' "should,'' "intend,'' "plan,'' "will,'' "aim(s),'' "can,'' "would,'' "expect(s),'' "estimate(s),''"project(s),'' "forecast(s)'', "positioned,'' "approximately,'' "potential,'' "goal,'' "strategy,'' "outlook'' and similar expressions. Examples of forward-looking statements include, among other things, statements regarding assembly and distribution capabilities, decentralized production, and fully digitalized autonomous driving solutions. All such forward-looking statements are based on management's current beliefs, expectations and assumptions, and are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed or implied in this communication. For additional risks and uncertainties that could impact Cenntro’s forward-looking statements, please see disclosures contained in Cenntro's public filings with the SEC, including the "Risk Factors" in Cenntro's Annual Report on Form 10K/A filed with the Securities and Exchange Commission on July 6, 2023 and which may be viewed at www.sec.gov.
Contacts:
Investor Relations Contact:
Chris Tyson
MZ North America
CENN@mzgroup.us
949-491-8235
Company Contact:
PR@cenntroauto.com
IR@cenntroauto.com
Annexure A – Court Orders Approving the Scheme
| Form 43<br><br> <br>UCPR 36.11 |  <br><br> <br>D0001WH83P |
|---|
Issued: 16 February 2024 11:52 AM
JUDGMENT/ORDER
| COURT DETAILS | |
|---|---|
| Court | Supreme Court of NSW |
| --- | --- |
| Division | Equity |
| List | Corporations List |
| Registry | Supreme Court Sydney |
| Case number | 2023/00292940 |
| TITLE OF PROCEEDINGS | |
| --- | |
| First Plaintiff | CENNTRO ELECTRIC GROUP LTD ACN 619054938 |
| --- | --- |
First
| DATE OF JUDGMENT/ORDER | |
|---|---|
| Date made or given | 16 February 2024 |
| --- | --- |
| Date entered | 16 February 2024 |
| TERMS OF JUDGMENT/ORDER | |
| --- |
Filed in Court for Plaintiff: Anthony George Sommer dated 16 February 2024 VERDICT,
ORDER OR DIRECTION:
Hearing of Originating Process filed 14 September 2023. Second Court hearing.
- Black J grants leave to file in Court affidavit of Anthony George Sommer dated 16 February 2024. Black J makes orders 1 – 4 and notes paragraph 1 of the notes.
THE COURT ORDERS THAT:
1. Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth) (Act), the scheme of arrangement between the Plaintiff and its shareholders, the terms of which are set out in the document at Attachment C of the document comprising Exhibit P1 in the proceeding (Scheme), is approved.
2. The Plaintiff lodge with the Australian Securities and Investments Commission a copy of the approved Scheme at the time of lodging a copy of these Orders.
3. Pursuant to s 411(12) of the Act, the Plaintiff is exempted from compliance with s 411(11) of the Act in relation to the Scheme.
- These orders be entered forthwith.
THE COURT NOTES THAT:
- The HoldCo Shares to be issued by Cenntro, Inc. (HoldCo) pursuant to the Scheme will not be registered under the Securities Act of 1933 (US) (US Securities Act) or the securities laws of any other state jurisdiction in the United States. In connection with the implementation of the Scheme and the issue of the HoldCo Shares, the Plaintiff and HoldCo intend to rely on the Court's approval of the Scheme for the purpose of qualifying for an exemption from the registration requirements of the US Securities Act, provided for by s 3(a)(10) of the US Securities Act.
| SEAL AND SIGNATURE |
|---|
| Signature | Chris D'Aeth |
|---|---|
| Capacity | Principal Registrar |
| Date | 16 February 2024 |
If this document was issued by means of the Electronic Case Management System (ECM), pursuant to Part 3 of the Uniform Civil Procedure Rules (UCPR), this document is taken to have been signed if the person’s name is printed where his or her signature would otherwise appear.
| PERSON PROVIDING DOCUMENT FOR SEALING UNDER UCPR 36.12 | |
|---|---|
| Name | CENNTRO ELECTRIC GROUP LTD, Plaintiff 1 |
| --- | --- |
| Legal representative | Beverley Newbold |
| Legal representative reference | |
| Telephone | 02 9921 4894 |
| FURTHER DETAILS ABOUT Plaintiff(s) | |
| --- |
First Plaintiff
| Name | CENNTRO ELECTRIC GROUP LTD ACN 619054938 |
|---|---|
| Address | c/- MinterEllison, Governor Macquarie Tower Level 40<br><br> <br>1 Farrer Place |
| SYDNEY NSW 2000 |
Telephone
Fax
Client reference
Legal representative
| Name | Beverley Newbold | |
|---|---|---|
| Practicing certificate number | 33378 | |
| Address | Governor Macquarie Tower | Level 40 |
| --- | --- | --- |
| 1 Farrer Place | ||
| SYDNEY NSW 2000 | ||
| --- | --- | |
| DX address | ||
| Telephone | 02 9921 4894 | |
| Fax | 02 9921 8070 | |
| beverley.newbold@minterellison.com | ||
| Electronic service address | beverley.newbold@minterellison.com | |
| FURTHER DETAILS ABOUT (s) | ||
| --- |