Material Agreement - Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Date of Report (Date of earliest event reported): January 31, 2023

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):

☐	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))

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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 1.01

Entry into a Material Definitive Agreement.

On December 13, 2022, Cenntro Electric Group Limited ACN 619 054 938 (the "Company" or "Cenntro"), through its wholly-owned subsidiary, Cenntro Electric Group, Inc., a Delaware corporation ("CEG"), entered into a Share Purchase Agreement (the "Purchase Agreement") with Mosolf SE & Co. KG, a limited liability partnership incorporated under the laws of Germany ("Mosolf," and together with CEG, the "Parties"), pursuant to which Mosolf agreed to sell to CEG 35% of the issued and outstanding shares (the "CAE Shares") in Cenntro Automotive Europe GmbH, a German limited liability company ("CAE") in exchange for a purchase price of €1,750,000 (the "Transaction"). CEG had previously held 65% of the equity interests of CAE. The Transaction was closed on January 31, 2023, pursuant to the Purchase Agreement. As a result, CAE became a wholly-owned subsidiary of CEG.

Item 9.01

Exhibits.

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.