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

On August 17, 2022, Smart Powerr Corp. (the "Company" or "CREG") received an additional notice of non-compliance 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 quarter ended June 30, 2022 , and because the Company remains delinquent in filing its Forms 10-K and 10-Q for the fiscal year ended December 31, 2021 and quarter ended March 31, 2022, respectively, 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. Nasdaq had granted the Company an exception until October 17, 2022 to file its delinquent Form 10-K for the period ended December 31, 2021 (the "Initial Delinquent Filing") and Form 10-Q for the period ended March 31, 2022. As a result, any additional Nasdaq exception to allow the Company to regain compliance with all delinquent filings, will be limited to a maximum of 180 calendar days from the due date of the Initial Delinquent Filing, or October 17, 2022.

This notice from Nasdaq has no immediate effect on the listing of the Company's common stock on the Nasdaq Capital Market. As a result of this additional delinquency, the Company must submit an update to its original plan to regain compliance with respect to the filing requirement.

The Company expects and intends to submit the compliance plan including its plans to file the Form 10-Q for the period ending June 30, 2022 and indicate the progress the Company has made towards implementing the plan submitted in connection with the Initial Delinquent Filing and the Form 10-Q for the period ended March 31, 2022 as soon as practicable.

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 August 25, 2022
104       Cover Page Interactive Data File (embedded within the Inline XBRL document)




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