IPO - Smart Powerr Corp.
Form Type: S-1/A
Filing Date: 2025-05-19
Corporate Action: Ipo
Type: Update
Accession Number: 000121390025045429
Filing Summary: Amendment No. 2 to Form S-1 for Smart Powerr Corp. pertains to the registration of 8,029,851 shares of common stock from selling stockholders following a private placement completed on February 19, 2025. The shares to be resold were issued under a security purchase agreement. The company, incorporated in Nevada, operates mainly through its subsidiaries in China and does not intend to sell any securities nor will it receive proceeds from the sale of shares by the selling stockholders. The company is a smaller reporting company under U.S. federal securities laws, which affects its reporting requirements. The document highlights ongoing risks related to U.S.-China relations, cybersecurity regulations, and the regulatory landscape affecting overseas listings and offerings, specifically the requirement of filing with the Chinese Securities Regulatory Commission. The company intends to retain earnings for business operations and has no immediate plans to distribute dividends to shareholders. It also clarifies that while it operates as a holding company with no material operations, it conducts business primarily through its PRC subsidiaries, who are subject to various operational risks and regulatory scrutiny by the Chinese government.
Additional details:
Share Count: 8029851
Registration Statement Number: 333-286858
Private Placement Date: 2025-02-19
Closing Sale Price: 0.6889
Market Symbol: CREG
Ownership Percentage: 32.2%
Form Type: S-1/A
Filing Date: 2025-05-12
Corporate Action: Ipo
Type: Update
Accession Number: 000121390025041661
Filing Summary: This document is an Amendment No. 1 to the Registration Statement on Form S-1 for Smart Powerr Corp, filed with the SEC to modify certain content, primarily the addition of Exhibit 5.1. The Registrant has confirmed no additional securities are being registered in this amendment. The registration fees were settled during the original filing. The document outlines relevant information regarding legal and accounting fees, indicating total expenses related to the issuance and distribution of shares are approximately $35,780.65. Smart Powerr Corp is categorized as a non-accelerated filer and a smaller reporting company with an emerging growth company status. There is an indication the proposed sale of securities may begin after the effective date of the registration statement, including securities offered on a continuous basis under Rule 415. The amendment provides insight into the regulatory framework and undertakings required by the registrant, emphasizing the statutory protections and indemnification provisions afforded to directors and officers against certain liabilities, although such protections may not be enforceable under certain SEC provisions.
Additional details:
Approximate Date Of Commencement Of Proposed Sale: From time to time after the effective date
Total Expenses: $35,780.65
Sec Registration Fee: $780.65
Legal Fees: $30,000
Accounting Fees: $4,000
Miscellaneous Expenses: $1,000
Form Type: S-1
Filing Date: 2025-04-30
Corporate Action: Ipo
Type: New
Accession Number: 000121390025037666
Filing Summary: Smart Powerr Corp. has filed a registration statement (Form S-1) with the SEC on April 30, 2025, in relation to the proposed sale of up to 8,029,851 shares of its common stock. The shares are associated with a private placement completed on February 19, 2025, as part of certain securities purchase agreements. This registration is intended to facilitate the resale of these shares by selling stockholders, and the company will not receive any proceeds from the sale. The shares represent approximately 32.2% of the total 24,938,819 common shares outstanding. The stock is traded on The Nasdaq Capital Market under the symbol 'CREG'. The filing indicates that the company might face volatility in its stock price due to this large number of shares being available for resale. Additionally, the document outlines potential risks related to its operations in China, legal compliance, and regulatory requirements impacting its ability to offer and list securities both domestically and internationally. No cash transfers, dividends, or distributions between the holding company and its subsidiaries have occurred as of the date of filing. The company identifies itself as a smaller reporting company under federal securities laws, which permits it to comply with reduced reporting requirements. Furthermore, there are numerous regulatory considerations regarding China-based operations that may affect future capital flow and operations. The final effective date of the registration will depend on further amendments as required by the SEC.
Additional details:
Address: 4/F, Tower C Rong Cheng Yun Gu Building, Keji 3rd Road, Yanta District, Xi An City, Shaan Xi Province, China 710075
Phone Number: 011 86-29-8765-1098
Agent For Service: Vcorp Services, LLC, 701 S Carson St Suite #200, Carson City, NV 89701
Auditor: Enrome LLP, based in Singapore, registered with PCAOB.
Closing Sale Price: 0.6889
Closing Price Date: 2025-04-28
Form Type: 8-K
Filing Date: 2024-12-31
Corporate Action: Ipo
Type: New
Accession Number: 000121390024114016
Filing Summary: On December 25, 2024, Smart Powerr Corp. entered into a securities purchase agreement to issue and sell a total of 900,000 shares of common stock at $0.62 each and pre-funded warrants to purchase up to 2,340,000 additional shares. This registered direct offering aims to raise approximately $1,940,800 for working capital and general corporate purposes. The Pre-Funded Warrants allow investors to buy stock without exceeding ownership limits. The agreement includes terms that limit the issuance of new securities for seven days and grant investors participation rights in future stock offerings. Exhibit 10.1 details the Securities Purchase Agreement, while Exhibit 4.1 contains the form of the Pre-Funded Warrants.
Additional details:
Date Of Report: 2024-12-31
Purchase Price Per Share: 0.62
Common Stock Shares Offered: 900000
Prefunded Warrants: 2340000
Net Proceeds Estimate: 1940800
Shelf Registration Statement No: 333-281639
Effective Date Registration: 2024-08-29
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