Smart Powerr Corp. Announces $20.06M Private Placement Of 17M Units At $1.18/Unit

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 issuable upon exercise of the Warrants. Pursuant to the Registration Rights Agreement, the Company is required to file the initial registration statement no later than the 30th calendar day following the closing date of the Private Placement.

 

The Company's directors and executive officers also entered into lock-up agreements pursuant to the Purchase Agreement. Under these agreements, these parties have agreed, subject to specified exceptions, not to offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of any shares of Common Stock or securities convertible into, or exchangeable or exercisable for shares of Common Stock for 90 days from the closing date of the Private Placement.

 

The Private Placement was conducted in compliance with Nasdaq Listing Rule 5635(d), which permits issuances of 20% or more of the outstanding Common Stock without shareholder approval when the offering is priced at or above the "Minimum Price" as defined under Nasdaq rules.

 

The closing of the Private Placement is subject to the satisfaction of customary closing conditions. As of the date of this report, the closing conditions have not been satisfied, and the Company has not issued any shares of Common Stock pursuant to the securities purchase agreements.