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): January 24, 2024
Cenntro Electric Group Limited
(Exact Name of Registrant as Specified in Charters)
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Australia
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001-38544
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N/A
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS. Employer Identification No.)
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501 Okerson Road, Freehold, New Jersey 07728
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(Address of Principal Executive Offices, and Zip Code)
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(732) 820-6757
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Registrant's Telephone Number, Including Area Code
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N/A
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(Former name or former address, if changed since last report)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Ordinary Shares
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CENN
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The Nasdaq Capital Market
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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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 5.07. |
Submission of Matters to a Vote of Security Holders.
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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), Cenntro Electric Group Limited ACN 619 054 938 (the "Company") held a scheme meeting of shareholders of the Company (the “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 preliminary voting results with respect to such resolution are set forth below.
Scheme Resolution:
At the Scheme Meeting, shareholders of the Company were asked to consider and, if thought fit, vote for the Company to pass (with or without amendment) the
following 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 the number of votes, percentage of votes and number of shareholders voting via valid proxies received and votes cast are set out below.
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Number of Votes For
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Number of Votes Against
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Number of Votes Abstain
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Total Votes Cast
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9,864,413
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128,019
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30,093
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10,022,525
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Percentage of Votes For
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Percentage of Votes Against
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Percentage of Votes Abstain
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Total Percentage Voted
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98.42%
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1.28%
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0.3%
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100%
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Number of Shareholders For
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Number of Shareholders Against
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Number of Shareholders Abstain
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Total Number of Shareholders Voted
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2,707
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821
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276
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3,528
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The foregoing preliminary voting results will ultimately be updated through the filing of an amendment to this Current Report on Form 8-K to reflect
the certification of voting results of the Scheme Meeting. At this time, the Company does not know when the certification of the Scheme Meeting vote results will occur and there can be no assurance that the outcome of the final results will be
consistent with the outcome of the estimated vote results indicated on this Form 8-K.
Based on the preliminary results the Company believes 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 Thursday, February 1, 2024 (Australian Eastern Daylight Time), and certain
other customary conditions precedent as previously announced and described in the Definitive Proxy Statement on Schedule 14-A comprised of the Scheme Booklet. If the
outstanding conditions precedent are satisfied or waived (if applicable) prior to the Court hearing, and the Court approves the Scheme, the Company 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, Friday, February 2, 2024 (Australian Eastern Daylight Time)), at which time the Scheme will become
effective. The Scheme will then be implemented on Monday, February 12, 2024 (Australian Eastern Daylight Time).
Key Dates
The key dates for implementation of the Scheme are set out below:
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Expected date*
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Event
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Thursday, February 1, 2024 at 9:15am
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Second Court Hearing to obtain orders approving the Scheme
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Friday, February 2, 2024
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Filing by Cenntro with ASIC of the Court orders approving the Scheme
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Friday, February 9, 2024 at 7.00pm
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Record Date
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Monday, February 12, 2024
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Implementation Date
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Wednesday, February 14, 2024
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Commencement of dispatch to scheme shareholders of statements confirming the issue of HoldCo shares
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*
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.
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Exhibit
No.
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Description
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104
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Cover page of this Current Report on Form 8-K formatted in Inline XBRL
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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.
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Dated: January 30, 2024
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Cenntro Electric Group Limited
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By:
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/s/ Peter Wang
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Name:
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Peter Wang
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Title:
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Chief Executive Officer
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