Cenntro Electric Group Limited filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

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 1, 2024

(Exact Name of Registrant as Specified in Charters)

 

Securities registered pursuant to Section 12(b) of the Act:

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):

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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Explanatory Note

This Current Report on Form 8-K/A is being filed by Cenntro Electric Group Limited ACN 619 054 938 (the "Company")  as an amendment (the “Amendment”) to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on January 31, 2024 to announce the  preliminary voting results of the Company’s scheme meeting of shareholders of the Company (the “Scheme Meeting”). This Amendment is being filed to disclose the final voting results of the Scheme Meeting.

On Wednesday, January 24, 2024 at 4.00pm (Eastern Standard Time) (“EST”), Thursday, January 25, 2024 at 5.00am (China Standard Time) (“CST”) and Thursday, January 25, 2024, at 8.00am (AEDT), the Company held a Scheme Meeting to consider and, if thought fit, to agree for the Company to adopt a scheme resolution (the “Scheme Resolution”) to implement a scheme of arrangement pursuant to which the Company will redomicile from Australia into a new corporation formed under the laws of the State of Nevada, Cenntro Inc. (the “HoldCo”), under which the HoldCo will acquire all of the issued and outstanding shares of the Company on a one-for-one basis (the “Scheme”). The required quorum was presented for the Scheme Meeting. The following scheme resolution was voted upon, and the final voting results with respect to such resolution are set forth below.

Scheme Resolution:

“That, under and in accordance with section 411 of the Corporations Act 2001 (Cth), the members agree to the arrangement proposed between Cenntro Electric Group Ltd (“Cenntro”) and holders of its ordinary shares, designated the “Scheme”, as contained in and more particularly described in the Scheme Booklet accompanying the notice convening this meeting (with or without alterations or conditions required or approved by the Supreme Court of New South Wales to which Cenntro and Cenntro Inc. agree) and the Board of Cenntro is authorised to implement the Scheme with any such alterations or conditions.”

Details of final voting results below include the number of votes, percentage of votes and number of shareholders voting via valid proxies received and votes cast are set out below.

Based on the final voting results the Company, the Scheme Resolution, as set forth above, and in the Definitive Proxy Statement on Schedule 14-A comprised of the Notice of Meeting and Scheme Booklet dated Thursday, December 14, 2023, was passed by the requisite majorities of Company shareholders at the Scheme Meeting held on Wednesday, January 24, 2024 (United States Eastern Standard Time) pursuant to orders made by the Supreme Court of New South Wales, Australia (the "Court").

Next Steps

The Scheme remains subject to the approval of the Court at the hearing scheduled for 9:15am on Wednesday, February 14, 2024, and certain other customary conditions precedent as previously announced and described in the Scheme Booklet. If the outstanding Conditions Precedent as set forth in the Scheme Booklet are satisfied or waived (if applicable) prior to the hearing, and the Court approves the Scheme, Cenntro proposes to file an office copy of the orders of the Court with the Australian Securities and Investments Commission ("ASIC") (expected to occur on the next business day, Thursday, February 15, 2024), at which time the Scheme will become effective. The Scheme will then be implemented on Tuesday, February 27, 2024.

Key Dates

The key dates for implementation of the Scheme are set out below:

*All dates and times listed in the table above are in Australian Eastern Daylight Time and are indicative only and subject to change. The Company, 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 the Company to Nasdaq and published on the Company’s website at www.cenntroauto.com.

Press Release

On February  5, 2024, the Company issued a press release announcing shareholders of the Company voted in favor of the Scheme Resolution and a second court hearing with the Court will be held February 14, 2024 in order for the Court to consider the Company’s proposed Scheme in relation to which the Company will redomicile from Australia to the United States. Under the Scheme, the Company will become a subsidiary of the HoldCo, a new 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.

timetable in respect of the Scheme, incorporating the rescheduled second court hearing, is set out below.

Item 9.01.

Exhibits.

*	Furnished herewith