UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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Item 1.01 Entry into a Material Definitive Agreement.
On March 4, 2025, SMART POWERR CORP. (the “Company”, “we”, “us” or “our”) entered into a stock purchase agreement (the “Stock Purchase Agreement”) with certain purchasers (the “Purchasers”), pursuant to which the Company has agreed to issue and sell an aggregate of 4,060,000 shares of common stock, par value $0.001 per share (the “Shares”) of the Company, at a purchase price of $0.61 per share (the “Purchase Price”), in a registered direct offering (“Offering”) to certain Purchasers. Pursuant to the Stock Purchase Agreement, we agreed, among other matters:
| ● | not to issue any securities for a period of ninety days following the execution of the Stock Purchase Agreement without prior written consent of the Purchasers; |
| ● | not to issue any securities with variable pricing based on the trading price of the shares of common stock of the Company or market conditions without prior written consent of the Purchasers as long as the Purchasers holds any of the Shares; and |
| ● | to indemnify the Purchasers against certain losses resulting from our breach of any of our representations, warranties, or covenants under agreements with the Purchasers as well as under certain other circumstances described in the Stock Purchase Agreement. |
The Offering is being made pursuant to a shelf registration statement (No. 333-281639) on Form S-3, which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on August 29, 2024, and a related prospectus supplement filed with the SEC on March 7, 2025.
The net proceeds from the Offering, after deducting estimated offering expenses payable by the Company, are approximately $2,400,000. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.
A copy of the opinion of the Company’s counsel, relating to the validity of the Shares in connection with the Offering, is filed as Exhibit 5.1 to this Current Report on Form 8-K. The form of Stock Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing descriptions of the terms of the Stock Purchase Agreement do not purport to be complete descriptions of the rights and obligations thereunder and are qualified in their entirety by reference to such exhibits.
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Item 9.01. Financial Statements and Exhibits
| Exhibit Number |
Description of Exhibit | |
| 5.1 | Opinion of Ortoli Rosenstadt LLP | |
| 10.1 | Form of Stock Purchase Agreement between the Company and certain Purchasers, dated March 4, 2025 | |
| 23.1 | Consent of Ortoli Rosenstadt LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| SMART POWERR CORP. | ||
| Date: March 10, 2025 | By: | /s/ Guohua Ku |
| Name: | Guohua Ku | |
| Title: | Chief Executive Officer, and Chairman of the Board | |
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