Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 20, 2022, Smart Powerr Corp. (the "Company" or "CREG") received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") indicating that, because the Company has not yet filed its Quarterly Report on Form 10-Q for the period ended March 31, 2022 (the "Form 10-Q"), and because the Company remains delinquent in filing its Form 10-K for the fiscal year ended December 31, 2021 (the "Initial Delinquency Filing"), the Company does not comply with Nasdaq Listing Rule 5250(c)(1) for continued listing.

As previously reported by CREG in Form 8-K filed with the SEC on April 15, 2022, the Company was unable to file its Form 10-K by its original deadline due to undue burden and hardship caused by the impact of COVID-19 in the PRC.

This notice from Nasdaq has no immediate effect on the listing of the Company's common stock on the Nasdaq Capital Market. The Company has until June 20, 2022 to cure the deficiency or to submit a plan to regain compliance. If Nasdaq accepts the plan submitted by the Company, Nasdaq can grant an extension of the grace period for shares of the Company's common stock to remain listed for up to 180 calendar days from the Initial Delinquency Filing's due date, or until October 17, 2022.

The Company expects and intends to submit the compliance plan as soon as practicable but no later than June 20, 2022.

The statements contained in this Current Report on Form 8-K, and oral statements made regarding the subjects of this Current Report on Form 8-K, contains "forward-looking statements" within the meaning of the Securities Litigation Reform Act of 1995, or the Reform Act, which may include, but are not limited to, statements regarding the Company's estimates, plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts, including statements identified by words such as "believe," "plan," "seek," "expect," "intend," "estimate," "anticipate," "will," and similar expressions. All statements addressing the Company's ability to regain compliance with the Nasdaq listing requirements or to develop a plan acceptable to Nasdaq for an extension of the 60 day grace period, as well as statements expressing optimism or pessimism about future operating results are forward-looking statements within the meaning of the Reform Act. The forward-looking statements are based on management's current views and assumptions regarding future events and operating performance, and are inherently subject to significant uncertainties and contingencies and changes in circumstances, many of which are beyond the Company's control. The statements in this press release are made as of the date of this press release, even if subsequently made available by the Company on its website or otherwise. The Company does not undertake any obligation to update or revise these statements to reflect events or circumstances occurring after the date of this Current Report on Form 8-K. For additional factors that could cause results to differ materially from forward-looking statements contained in this Current Report on Form 8-K, see the cautionary language set forth before the "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 2 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 and the Risk Factors contained in Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2020.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits



Number     Description
  99.1       Press Release, dated May 24, 2022
104        Cover Page Interactive Data File (embedded within the Inline XBRL document)




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