UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, DCD.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~The ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): April 15, 2025~~1934

~~CENNTRO~~Date ~~INC.~~ of Report (Date of earliest event reported): April 25, 2025

~~(Exact~~Cenntro ~~name of registrant as specified in its charter)~~Inc.

Nevada		001-38544		93-2211556
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Exact Name of Registrant as Specified in Charters)

501 Okerson Road Freehold, New Jersey	07728
Nevada	001-38544	N/A
(Address of principal executive offices)	(Zip Code)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS. Employer Identification No.)

~~Registrant’s~~501 ~~telephone~~Okerson ~~number~~Road, ~~including~~Freehold, ~~area~~New ~~code:~~ Jersey 07728 (~~732)~~Address ~~820-6757~~of Principal Executive Offices, and Zip Code)

~~N/A~~(732) 820-6757 Registrant's Telephone Number, Including Area Code

(Former name or former address, if changed since last report)

~~Check~~Securities ~~the~~registered ~~appropriate~~pursuant ~~box below if the Form 8-K filing is intended~~ to ~~simultaneously~~Section ~~satisfy~~12(b) ~~the filing obligation~~ of the ~~registrant under any of the following provisions~~Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Comon Stock, $0.0001 par value per share	CENN	The Nasdaq Capital Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in ~~as defined in~~ Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–-2 of the Securities Exchange Act of 1934 (§ 240.12b–-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Securities~~Item ~~registered~~3.01 ~~pursuant~~Notice of Delisting or Failure to ~~Section~~Satisfy ~~12(b)~~a ofContinued ~~the~~Listing ~~Act:~~Rule or Standard; Transfer of Listing.

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		CENN		The Nasdaq Stock Market LLC

On April 25, 2025 (the “Notification Date”), Cenntro Inc. (the “Company”) received a letter (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with the requirement to maintain a minimum closing bid price of $1.00 per share (the “Minimum Bid Price Requirement”), as set forth in Nasdaq Listing Rule 5550(a)(2), because the closing bid price of the Company’s common stock was below $1.00 per share for thirty consecutive business days. The Notice does not impact the listing of the Company’s common stock on the Nasdaq Capital Market.

~~ITEM~~In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days from the Notification Date, until October 22, 2025, to regain compliance with the Minimum Bid Price Requirement. During this period, the Company’s common stock will continue to trade on the Nasdaq Capital Market. If at any time before October 22, 2025, the bid price of the Company’s common stock closes at or above $1.0100 ~~Entry~~per ~~into~~share for a ~~Material~~minimum ~~Definitive~~of ~~Agreement~~10 consecutive trading days, Nasdaq will provide written notification that the Company has achieved compliance with this Minimum Bid Price Requirement.

OnIn ~~April~~the ~~15,~~event ~~2025, Zhongchai Holding (Hong Kong) Limited (“Zhongchai Hong Kong” or~~ the ~~“Lender”),~~Company andoes ~~indirect~~not ~~wholly~~regain ~~owned~~compliance ~~subsidiary~~by ofOctober ~~Greenland Technologies Holding Corporation~~22, ~~a business company formed in the British Virgin Islands ( “Greenland Technologies”)~~2025, ~~entered into a loan agreement (~~the ~~“Loan~~Company ~~Agreement”)~~may bybe ~~and~~eligible ~~between~~for ~~Greenland~~an ~~Technologies~~additional ~~and~~180 ~~Cenntro~~calendar ~~Inc.,~~day acompliance ~~Nevada~~period ~~corporation~~to (demonstrate ~~the~~compliance ~~“Company”~~with or the ~~“Borrower”),~~bid aprice ~~related~~requirement. ~~party~~To ofqualify ~~Greenland Technologies, which provides~~ for the ~~Company’s~~additional ~~capacity~~180-day toperiod, ~~borrow up to $1.0 million as evidenced by a promissory note issued by~~ the Company towill ~~the~~be ~~Lender~~required ~~dated as of April 15, 2025 (the “Promissory Note”). The Company intends~~ to ~~use~~meet the ~~proceeds~~continued ~~received~~listing ~~from~~requirement ~~the Promissory Note~~ for ~~working~~market ~~capital~~value ~~purposes. The Promissory Note has a maturity date~~ of ~~April~~publicly ~~14,~~held ~~2026,~~shares and ~~accrues~~all ~~interest~~other atinitial ~~a rate of 7.50% per annum. Upon the~~listing ~~occurrence~~standards offor ~~any~~the ~~Default~~Nasdaq ~~(as~~Capital ~~defined~~Market, inwith the ~~Loan~~exception ~~Agreement),~~of the ~~Lender~~bid isprice ~~entitled~~requirement, toand ~~declare~~will ~~the~~need ~~debt,~~to ~~all~~provide ~~interest~~written ~~and~~notice ~~other~~to ~~amounts~~Nasdaq ~~payable~~of ~~(the~~its ~~“Default~~intention ~~Sum”)~~to ~~under~~cure the ~~Loan~~deficiency ~~Agreement~~during tothe besecond ~~forthwith~~compliance ~~due~~period ~~and~~by ~~payable,~~effecting ora ~~alternatively,~~reverse ~~demand~~stock ~~the~~split, ~~Default~~if ~~Sum~~necessary. beIf ~~converted~~the ~~into~~Company ~~shares~~does ofnot ~~common~~qualify ~~stock~~for of the ~~Company~~second atcompliance ~~the~~period ~~Conversion~~or ~~Price~~fails ~~(as~~to ~~defined~~regain incompliance during the ~~Loan~~second ~~Agreement).~~180-day ~~The~~period, ~~Loan~~then ~~Agreement~~Nasdaq ~~contains~~will ~~customary~~notify ~~representations and warranties of~~ the Company, ~~and~~of ~~affirmative~~its ~~and~~determination ~~negative covenants~~to ~~for~~delist athe ~~transaction of this type~~Company.

AsThe ofCompany ~~the~~intends ~~date~~to oftake ~~this~~all ~~current~~reasonable ~~report~~measures onto ~~Form~~regain ~~8-K,~~compliance ~~Mr.~~under ~~Peter Zuguang Wang,~~ the ~~chief~~Nasdaq ~~executive~~Listing ~~officer~~Rule ~~and chairman of the board of directors of the Company and Greenland Technologies' director and chairman of the board of directors, beneficially owns 45~~5550(a)(2).~~69%~~ ~~of Greenland Technologies' outstanding ordinary shares through Cenntro Holding Limited~~However, athere ~~Hong~~can ~~Kong~~be ~~company.~~no ~~Accordingly,~~assurance asthat the ~~Lender~~ ~~and the~~ Company ~~are~~will ~~related~~be ~~parties,~~able ~~the~~to ~~Loan~~maintain ~~Agreement,~~compliance ~~the~~with ~~Promissory Note and~~ the ~~transactions~~Nasdaq ~~contemplated~~Capital thereby constitute a related party transaction for Greenland Technologies within the meaning of Item 404 of Regulation S-K, and each of the Loan Agreement and Promissory Note were reviewed and approved by the audit committee of the CompanyMarket’s ~~board~~continued oflisting ~~directors,~~requirements ~~which~~or ~~consist~~regain ~~solely~~compliance ~~of independent directors of the Company~~ with ~~no interest in~~ the ~~transactions~~Minimum ~~contemplated~~Bid byPrice ~~the Loan Agreement or the Promissory Note~~Requirement. The negotiation and adoption of the Loan Agreement, Promissory Note excluded Mr. Peter Zuguang Wang, who is the father of Mr. Raymond Z. Wang, chief executive officer and president of Greenland Technologies.

~~The~~Item ~~foregoing~~9.01. ~~descriptions~~Financial ofStatements ~~the Loan Agreement~~ and Promissory Note do not purport to be complete and are subject to, and qualified in their entirety by, reference to the full text of the Loan Agreement and Promissory Note, respectively, which are attached as Exhibits 10.~~1 and 10.2 to this Current Report on Form 8-K.~~

~~Item~~(d) ~~9.01 Financial Statements and~~ Exhibits.

(d) Exhibits.

Exhibit No.		Description

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Exhibit No.		Description
10.1		Loan Agreement, dated as of April 15, 2025, entered into by and between Zhongchai Holding (Hong Kong) Limited and Cenntro Inc.
10.2		Promissory Note, dated as of April 15, 2025, issued by Cenntro Inc. to Zhongchai Holding (Hong Kong) Limited
104		Cover Page Interactive Data File (embedded within Inline XBRL document).

SIGNATURES

~~SIGNATURE~~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.

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Cenntro Inc.
Dated: May 1, 2025

	By:	/s/ Peter Z. Wang
	Peter Z. Wang
	Chief Executive Officer

Cenntro Inc.

Dated: April 18, 2025	By:	/s/ Peter Z. Wang
	Name:	Peter Z. Wang
	Title:	Chief Executive Officer (Principal Executive Officer)

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