S-3 1 ny20064016x1_s3.htm S-3

As filed with the Securities and Exchange Commission on January 27, 2026.

Registration Statement No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Cenntro Inc.

(Exact name of registrant as specified in its charter)


Nevada			93-2211556
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification Number)

33 Wood Avenue South, Suite 600, PMB #3572

Iselin, New Jersey 08830

Tel: (732) 820-6757

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Vcorp Services, LLC

701 S Carson St Suite #200,

Carson City, NV 89701

(Name, address, including zip code, and telephone number, including area code, of service)

Copy to:

Zhaocong “Richard” Xu, Esq.

McLaughlin & Stern, LLP

260 Madison Avenue, 18^th Floor

New York, NY 10016

Tel: (212) 448-1100

Approximate date of commencement of proposed offer to the public: From time to time after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Securities Act”) check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(e) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.


			Page
ABOUT THIS PROSPECTUS			1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			3
PROSPECTUS SUMMARY			4
RISK FACTORS			14
USE OF PROCEEDS			16
DILUTION			16
SECURITIES WE MAY OFFER			16
DESCRIPTION OF SECURITIES			17
PLAN OF DISTRIBUTION			25
LEGAL MATTERS			28
EXPERTS			28
WHERE YOU CAN FIND ADDITIONAL INFORMATION			28
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			29


SEC registration fee			$13,810
FINRA filing fee			$*
Printing fees			$*
Legal fees and expenses			$*
Accounting fees and expenses			$*
Miscellaneous			$*
Total			$*


Exhibit Number			Description
1.1*			Form of Underwriting Agreement
3.1			Amended and Restated Articles of Incorporation of Cenntro Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K12-b, File No. 001-38544, filed with the SEC on February 27, 2024)
3.2			Amended and Restated Bylaws of Cenntro Inc., dated November 10, 2023 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K12-b, File No. 001-38544, filed with the SEC on February 27, 2024)
4.1*			Form of Common Stock Certificate of the Registrant
4.2*			Form of Warrant Agreement and Warrant Certificate
4.3			Form of Debt Indenture
4.4*			Form of Debt Securities
4.5*			Form of Right Agreement and Right Certificate
4.6*			Form of Unit Agreement and Unit Certificate
5.1			Opinion of McLaughlin & Stern, LLP
23.1			Consent of GGF CPA LIMITED, Certified Public Accountants, an independent registered public accounting firm
23.2			Consent of McLaughlin & Stern, LLP (included in Exhibit 5.1)
23.3			Consent of Zhejiang T&C Law Firm
24.1			Power of Attorney (Included on Signature Page)
25.1**			Statement of Eligibility of Trustee under the Indenture
107			Filing Fee Table


			Cenntro Inc.

			By:			/s/ Peter Z. Wang
			Name:			Peter Z. Wang
			Title:			Chief Executive Officer


Signatures	Title	Date

/s/ Peter Z. Wang	Director, Chief Executive Officer and Chairman of the Board of Directors (principal executive officer)	January 27, 2026
Peter Z. Wang		January 27, 2026

/s/ Edward Ye	Chief Financial Officer (principal financial and accounting officer)	January 27, 2026
Edward Ye		January 27, 2026

/s/ Guangguang “Steve” Qin	Director	January 27, 2026
Guangguang “Steve” Qin	Director	January 27, 2026

/s/ Benjamin B. Ge	Director	January 27, 2026
Benjamin B. Ge	Director	January 27, 2026

/s/ Charles Athle Nelson	Director	January 27, 2026
Charles Athle Nelson	Director	January 27, 2026

SEC Form S-3 filed by Cenntro Inc.