United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

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

~~January~~July 2322, 2025

Date of Report (Date of earliest event reported)

SPI Energy Co., Ltd.

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands		001-37678		20-4956638
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

4803 Urbani Ave. McClellan Park, CA		95652
94 Solaris Avenue, Camana Bay, Grand Cayman, Cayman Islands		KY1-1204
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: ~~(408) 919-8000~~

~~N/A (Former~~4803 ~~name~~Urbani ~~or former address, if changed since last report)~~Ave.

McClellan Park, CA

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

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:

☐

Written communications pursuant to Rule 425 under the Securities Act

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐

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

☐

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered Ordinary Shares ~~SPI~~SPIEF ~~The NASDAQ Global Select Market~~OTC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 1.0103 ~~Entry~~Bankruptcy ~~into~~or ~~a Material Definitive Agreement~~Receivership.

On ~~January~~July 2322, 2025, SPI Energy Co., Ltd. (the “"Company”") ~~and~~was ~~Streeterville~~placed ~~Capital, LLC (“Streeterville”) entered~~ into ~~the~~Official ~~Fifth~~Liquidation ~~Addendum~~by ~~(the~~Order ~~“Addendum”)~~of to the ~~March 6,~~Grand ~~2024~~Court ~~Deed~~ of ~~Settlement~~the Cayman Islands (the “~~Deed~~Cayman ~~of Settlement~~Court”),. ~~the~~Graham ~~May~~Robinson and ~~24,~~James ~~2024~~Parkinson ~~Addendum~~of toCrowe ~~the~~Cayman ~~Deed of Settlement~~Ltd., ~~the~~94 ~~July~~Solaris 15Avenue, ~~2024 Addendum~~Camana ~~to the Deed of Settlement~~Bay, ~~the~~Grand ~~September 13~~Cayman, ~~2024~~PO ~~Addendum~~Box ~~to Deed of Settlement and the November 11~~30851, ~~2024 Addendum to Deed of Settlement. Pursuant to the Addendum~~KY1-1204, ~~the~~Cayman $2Islands,~~100,000~~ ~~trigger~~have ~~payment~~been appointed ~~shall~~Joint beOfficial ~~paid~~Liquidators by(“JOLs”) of the Company byfrom ~~June~~the ~~30,~~date ~~2025 by way~~ of ~~a number of staged payments~~liquidation. InAs ~~the~~such, ~~event that any payment due under~~ the ~~Addendum~~powers isof ~~not received in full by Streeterville on or before~~ the ~~respective~~directors ~~due~~of ~~date,~~ the Company ~~shall~~ceased ~~incur~~at athe ~~late~~date ~~fee~~ of ~~$1,000~~the ~~per~~Order. ~~day~~A ~~for~~letter ~~each~~to ~~day~~ the ~~payment~~stakeholders ~~remains~~is ~~outstanding~~found as Exhibit 10. 1.

~~The~~Trading ~~foregoing~~of ~~description~~the ofCompany’s ordinary shares has been suspended by the ~~terms~~Nasdaq Stock Market LLC as of January 15, 2025. Pursuant to section 99 of the ~~Addendum~~Cayman ~~does~~Islands ~~not~~Companies ~~purport~~Act 2025 toand beOrder ~~complete~~19, Rule 4 of the Cayman Islands Companies Winding Up Rules (2023 Consolidation), acquisitions and isdisposals ~~qualified~~of the shares in a ~~its~~company ~~entirety~~subject byto ~~reference~~a winding up order are only permissible subject to the ~~full~~provision ~~text~~ of a validation order from the ~~Addendum~~Cayman Court, ~~which~~on request isof ~~filed~~a ascompany’s ~~Exhibit 10~~liquidators.~~1 herewith.~~

Consequently, by virtue of the JOLs’ appointment, no acquisition or disposal of the Company’s shares, from July 22, 2025, onward will be considered valid, unless otherwise agreed to by the JOLs and subsequently, sanctioned by Cayman Court.

The JOLs advise that they are in the process of investigating the Company’s financial position and are not presently able to comment on its future prospects.

Further disclosures will be made in due course; however, it should be noted that the liquidation of the Company represents a formal insolvency process and that, pursuant to Cayman Islands laws, ordinary equity holders rank behind unsecured creditors in the statutory priority of payments, in the event that distributable assets are recovered.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Set forth below is a list of the exhibits to this Current Report on Form 8-K.

10.1		~~Fifth Addendum to Deed of Settlement, dated January 23, 2025, by and between~~ SPI Energy ~~Co.,~~- ~~Ltd.~~Letter ~~and~~to ~~Streeterville Capital, LLC~~Members
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	SPI ENERGY CO., LTD.
February 11, 2025	By:	/s/ Xiaofeng Peng
September 17, 2025	By:	/s/ Graham Robinson
		Xiaofeng Peng
		Name: Graham Robinson
		Chief Executive Officer
		Title: Joint Official Liquidator

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