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 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
 
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