8-K
Smart Powerr Corp. (CREG)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported):
July 18, 2025
SMART POWERR CORP.
(Exact name of registrant as specified in charter)
| Nevada | 001-34625 | 90-0093373 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 4/F, Tower C<br><br> <br>Rong Cheng Yun Gu Building<br><br> <br>Keji 3 rd Road, Yanta District<br><br> <br>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. ☐
Item5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 30, 2025, Smart Powerr Corp., a Nevada corporation (the “Company”), filed a Certificate of Change Pursuant to Section 78.209 of the Nevada Revised Statutes (“NRS”) with the Secretary of State of Nevada, to be effective as of July 18, 2025 (the “Effective Date”), at which time a 1-for-10 reverse stock split of the Company’s authorized shares of Common Stock, par value $0.001 per share (the “Common Stock”), accompanied by a corresponding decrease in the Company’s issued and outstanding shares of Common Stock (the “Reverse Stock Split”), shall be effected.
Pursuant to Section 78.207 of the NRS, and pursuant to the Articles of Incorporation of the Company, on May 31, 2025 by unanimous written consent, the board of directors of the Company (the “Board”) authorized the Reverse Stock Split. Pursuant to Section 78.209 of the NRS, the Board may take action to effect the Reverse Stock Split by filing a Certificate of Change with the Secretary of State of Nevada. Nevada law does not require the Company to obtain any vote or consent of our stockholders to consummate the Reverse Stock Split.
The Reverse Stock Split became effective for trading purposes at the market opening on the Effective Date, at which time the Company’s Common Stock began trading on the Nasdaq Capital Market on a split-adjusted basis under the symbol “CREG.” The new CUSIP number for the Company’s Common Stock post-Reverse Stock Split is 168913408.
The Company has rounded up to the next full share of the Company’s Common Stock any fractional shares resulting from the Reverse Stock Split. Accordingly, this adjustment will reduce the total number of issued and outstanding shares of the Company’s Common Stock from approximately 25.3 million to approximately 2.53 million.
Section 7 – Regulation FD
Item 7.01 Regulation FD Disclosure.
On July 16, 2025, the Company issued a press release with respect to the transactions described above. The text of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Form 8-K in such filing.
1
Forward-Looking Statements
This filing includes “forward-looking statements.” All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to be correct. The forward-looking statements involve risks and uncertainties that affect the Company’s operations, financial performance, and other factors as discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”). Among the factors that could cause results to differ materially are those risks discussed in the periodic reports the Company files with the SEC. You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the heading “Risk Factors.” The Company does not undertake any duty to update any forward-looking statement except as required by law.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibits<br><br>Number | Description |
|---|---|
| 3.1 | Certificate of Change filed with the Secretary of State of Nevada |
| 99.1 | Press Release |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2
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: July 21, 2025 | By: | /s/ Guohua Ku |
| Guohua Ku | ||
| Chairman of the Board and <br><br>Chief Executive Officer |
3
Exhibit 3.1
Business Number C24461 - 2001 Filed in the Office of Filing Number 20254989538 Secretary of State State Of Nevada Filed On 6/24/2025 10:00:00 AM Number of Pages 1
Exhibit 99.1
Smart Powerr Corp. Announces Effective Date ofReverse Stock Split
XI’AN, China, July 16, 2025 (GLOBE NEWSWIRE) -- Smart Powerr Corp. (Nasdaq: CREG) (“CREG” or “the Company”), today announced that it has resolved to effect a reverse stock split of the Company’s outstanding common stock, par value $0.001 per share (the “Common Stock”) with the split ratio set at 1-for-10 (the “Reverse Stock Split”).
The Reverse Stock Split is primarily intended to bring the Company into compliance with the minimum bid price requirement for maintaining its listing on the Nasdaq Capital Market. CREGs Common Stock will continue to trade under the symbol “CREG.”
Upon the effectiveness of the Reverse Stock Split, every ten shares of issued and outstanding Common Stock before the close of business on July 17, 2025 will be combined into one issued and outstanding share of Common Stock, with no change in par value per share. The Company’s Common Stock will open for trading on NASDAQ on July 18, 2025 on a post-split basis. The new CUSIP number for the Company’s Common Stock post-Reverse Stock Split is 168913408.
The Company has decided to round up to the next full share of the Company’s Common Stock any fractional shares resulting from the Reverse Stock Split. Accordingly, this adjustment will reduce the total number of issued and outstanding shares of the Company’s Common Stock from approximately 25.3 million to approximately 2.53 million.
The Reverse Stock Split will affect all issued and outstanding shares of the Company’s Common Stock, as well as the number of shares of Common Stock available for issuance under the Company’s outstanding stock options and warrants. The Reverse Stock Split will reduce the number of shares of Common Stock issuable upon the exercise of stock options or warrants outstanding immediately prior to the Reverse Stock Split and correspondingly increase the respective exercise prices. The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the Reverse Stock Split results in some stockholders experiencing an adjustment of a fractional share as described above.
About Smart Powerr Corp.
Smart Powerr Corp. is based in Xi’an, China and a pioneer in waste energy recycling and a developer of energy efficiency solutions for various energy intensive industries in China. We use Build-Operate-Transfer (“BOT”) model to provide energy saving and recovery facilities for multiple energy intensive industries in China. Our waste energy recycling projects allow customers which use substantial amounts of electricity to recapture previously wasted pressure, heat, and gas from their manufacturing processes to generate electricity. We currently offer waste energy recycling systems to companies for use in nonferrous metal plants. We construct our projects at our customer’s facility and the electricity produced is used on-site by the customer. We plan to pursue disciplined and targeted expansion strategies for market areas we currently do not serve.
Forward-Looking Statement
This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, underlying assumptions, and other statements that are other than statements of historical facts. When the Company uses words such as "may, "will, "intend," "should," "believe," "expect," "anticipate," "project," "estimate" or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company's expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following: the Company's goals and strategies; the Company's forecast on market trends; the Company's future business development; the demand for and market acceptance for new products; expectation to receive customer orders for new products; the anticipated timing for the marketing and sales of new products; changes in technology; the Company's ability to attract and retain skilled professionals; client concentration; and general economic conditions affecting the Company's industry and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company's filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
For more information, please contact:
Smart Powerr Corp.
Adeline Gu
+86-29-8765-1097
4/F, Tower C
Rong Cheng Yun Gu Building, Keji 3rd Road, Yanta District
Xi’an City, Shaanxi Province, China