UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF
FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES
EXCHANGE ACT OF 1934
For the month of:
December 2022
Commission File
Number: 001-38544
CENNTRO ELECTRIC GROUP LIMITED
(Translation of
registrant’s name into English)
501 Okerson
Road, Freehold, New Jersey 07728
(Address of
principal executive offices)
(732)
820-6757
Registrant’s
telephone number, including area code
N/A
(Former name or
former address, if changed since last report)
Indicate by check
mark whether the registrant files or will file annual reports under
cover Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐
Indicate by check
mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check
mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): ☐
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”).
CAE is currently Cenntro’s assembly
and production center in Europe. Prior to our acquisition, CAE was
one of Cenntro’s largest customers from 2019 forward. Upon the
consummation of the Transaction on January 31, 2023, or on any
other date agreed upon between the Parties prior to March 31, 2023
(the “Closing”), CEG will pay Mosolf €1,750,000 for the CAE
Shares.
The Purchase Agreement contains
customary representations, warranties, and covenants from both
Parties, and the Closing is subject to the receipt by CEG of
customary closing deliverables and the satisfaction, or waiver of
customary closing conditions, including that immediately prior to
closing, among other things, (i) there are no orders issued by a
governmental authority or other legal restraints challenging,
prohibiting, or materially altering the consummation of the
Transaction and (ii) there are no legal actions pending or, to the
knowledge of either Party, threatened against either Party that
affects Mosolf’s ownership of the CAE Shares or either Party’s
right or ability to perform its obligations under the Purchase
Agreement, and (iii) that unless otherwise waived by either Party,
the contemplated performance by the Parties of their respective
obligations under the Purchase Agreement in all material respects
will be fulfilled.
The Purchase
Agreement also contains customary termination provisions, including
the right of CEG or Mosolf to terminate the Purchase Agreement if
the Transaction has not been consummated by March 31, 2023.
The foregoing
description of the Purchase Agreement does not purport to be
complete and is qualified in its entirety by the full text of the
Purchase Agreement, a copy of which is filed as Exhibit 10.1 hereto
and is incorporated herein by reference.
Appointment of
Executive Officer
On December 8,
2022, at the recommendation of the Board of Directors of the
Company (the “Board”), the Board approved and confirmed the
appointment of Matthew Shane Zauner as co-corporate secretary and
officer of the Company with monthly compensation of AUS$ 4,000 for
an initial term of no less than four months, with the option to
extend monthly at AUS$900 per month thereafter and until his
successor is duly elected and qualified, or until his earlier
death, resignation, or removal. The officer appointment was made at
will, providing either the Company or Mr. Zauner the option to
terminate the appointment for any reason upon 30 days’ written
notice to either counterparty.
The biographical
information of the newly appointed co-secretary is set forth
below:
Mr.
Matthew Shane Zauner, Co-Secretary
Mr. Zauner has
over five years of experience in assuming numerous external board
appointments across a wide range of industries, where he has
advised international and domestic entities on Australian corporate
law, governance, and tax compliance. Mr. Zauner is currently the
sole trustee and fiduciary to a fund established by a large
Australian mining company. Prior to working in governance and
compliance, Mr. Zauner acted as a senior tax lawyer at
MinterEllison from 2009 to 2016 and as a senior manager at KPMG
from 2016 to 2017. Both positions were held in Australia. Mr.
Zauner holds a Master of Taxation from the University of New South
Wales, a Bachelor of Laws (Hons) from Bond University, and a
Certificate in Applied Taxation from the Tax Institute of
Australia. Mr. Zauner is also a solicitor of the High Court of
Australia, an Associate of the Governance Institute of Australia,
and a member of the Australian Institute of Company Directors. The
Company believes Mr. Zauner’s extensive experience in management
and corporate tax compliance with global and Australian-based
companies makes him well-suited to serve as an officer of the
Company.
Mr. Zauner
accepted an offer letter from the Company and agreed to receive a
monthly compensation of AUS$ 4,000 for an initial term of no less
than four months, with the option to extend monthly at AUS$ 900 per
month thereafter. The offer letter is qualified in its entirety by
reference to the complete text of the agreement, which is filed
hereto as Exhibit 10.2.
Exhibits
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Exhibit
No.
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Description
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Share
Purchase Agreement with Mosolf SE & Co. KG
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Officer
Offer Letter to Mr. Matthew Shane Zauner
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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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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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