Smart Powerr Corp. Files 8-K with Material Agreement

TL;DR

Smart Powerr Corp. signed a big deal, sold some stock, and filed financials. Formerly China Recycling Energy.

AI Summary

On October 23, 2025, Smart Powerr Corp. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. Smart Powerr Corp. was formerly known as China Recycling Energy Corp.

Why It Matters

This filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Smart Powerr Corp. (company) — Registrant
• China Recycling Energy Corp. (company) — Former company name
• October 23, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — registered Common stock, par value $0.001 per share CREG Nasdaq Stock Market
• $1.18 — h, a "Warrant"), at a purchase price of $1.18 per Unit, which is the closing price of
• $20,060,000 — October 22, 2025, for gross proceeds of $20,060,000. The Company plans to use the process f
• $1.416 — he Warrants have a five-year term and a $1.416 per share exercise price, which equals

Filing Documents

• ea0262612-8k_smart.htm (8-K) — 40KB
• ea026261201ex4-1_smart.htm (EX-4.1) — 101KB
• ea026261201ex10-1_smart.htm (EX-10.1) — 244KB
• ea026261201ex10-2_smart.htm (EX-10.2) — 59KB
• 0001213900-25-102818.txt ( ) — 712KB
• creg-20251023.xsd (EX-101.SCH) — 3KB
• creg-20251023_lab.xml (EX-101.LAB) — 33KB
• creg-20251023_pre.xml (EX-101.PRE) — 22KB
• ea0262612-8k_smart_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On October 23, 2025, Smart Powerr Corp., a Nevada corporation (the "Company") received entered into securities purchase agreements with certain accredited investors (the "Investors"), pursuant to which the Company agreed to issue and sell, in a private placement (the "Private Placement"), an aggregate of 17,000,000 shares of common stock, par value $0.001 per share (the "Common Stock") included in 17,000,000 units (the "Units"), each consisting of one share of Common Stock, and one warrant, each exercisable to purchase one share of Common Stock (each, a "Warrant"), at a purchase price of $1.18 per Unit, which is the closing price of the shares of Common Stock of the Company on October 22, 2025, for gross proceeds of $20,060,000. The Company plans to use the process for working capital and general corporate purposes. The Warrants have a five-year term and a $1.416 per share exercise price, which equals 120% of the per Unit purchase price. The Warrants also provide for cashless exercise if and only if at the time of any exercise thereof there is no effective registration statement registering. Subject to limited exceptions, a holder of Warrants will not have the right to exercise any portion of its Warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, such limit may be increased to up to 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. In connection with the Private Placement, the Company also entered into a registration rights agreement with the Investors (the "Registration Rights Agreement"), pursuant to which the Company agreed to file one or more registration statements with the United States Securities and Exchange Commission (the "Commission") to register the resale of the shares of Common Stock to be issued in the Private Placement and the shares of Common Stock issu

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information disclosed in Item 2.01 above is incorporated by reference into this Item 3.02. The Private Placement was exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof, and Regulation D promulgated thereunder for transactions not involving a public offering, or Regulation S, as applicable. Each Sellers was required to represent that it is either an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act or, in the case of the shares of Common Stock sold outside the United States, not a "U.S. person" in accordance with Regulation S under the Securities Act. The Company did not engage in general solicitation or advertising and did not offer securities to the public in connection with the issuance and sale of shares of Common Stock described in this report. 1 The shares of Common Stock to be issued in the Private Placement have not been registered under the Securities Act and none of such securities may be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. The shares of Common Stock are subject to transfer restrictions, and the certificates evidencing the securities will contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. Neither this Current Report on Form 8-K nor any of the exhibits attached hereto will constitute an offer to sell or the solicitation of an offer to buy shares of Common Stock or any other securities of the Company 2

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibits Number Description 4.1 Form of Warrants 10.1 Form of Securities Purchase Agreement 10.2 Form of Registration Rights Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3 CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS This Current Report on Form 8-K contains forward looking statements that involve risks and uncertainties. All statements other than statements of historical fact contained in this Form 8-K, including statements regarding future events, our future financial performance, business strategy and plans and objectives of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including "anticipates," "believes," "can," "continue," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "should," or "will" or the negative of these terms or other comparable terminology. Although we do not make forward looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under "Risk Factors" or elsewhere in this Form 8-K, which may cause our or our industry's actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can we address the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements included in this document are based on i

SIGNATURES

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 thereunto duly authorized. SMART POWERR CORP. Date: October 28, 2025 By: /s/ Guohua Ku Guohua Ku Chairman of the Board and Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR