Form 8-K - Current report

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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

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)

[phone]

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. ☐

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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 Date1
	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 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

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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

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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/.

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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

[e-mail]

949-491-8235

Company Contact:

[e-mail]

[e-mail]

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Annexure A – Court Orders Approving the Scheme

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Form 43 UCPR 36.11

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.

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4. These orders be entered forthwith.

 

THE COURT NOTES THAT:

 

1. 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 1 Farrer Place
	SYDNEY NSW 2000

 

Telephone

Fax

 

E-mail

 

Client reference

 

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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
Email	[e-mail]
Electronic service address	[e-mail]

 

FURTHER DETAILS ABOUT (s)

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Document and Entity Information	Feb. 16, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 16, 2024
Entity File Number	001-38544
Entity Registrant Name	Cenntro Electric Group Limited
Entity Central Index Key	0001707919
Entity Incorporation, State or Country Code	C3
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	501 Okerson Road
Entity Address, City or Town	Freehold
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07728
City Area Code	732
Local Phone Number	820-6757
Title of 12(b) Security	Ordinary Shares
Trading Symbol	CENN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

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