Smart Powerr Files Prospectus For Resale Of 16,363,247 Shares By The Selling Stockholders

SMART POWERR CORP.

 

16,363,247 Shares of Common Stock

This prospectus relates to the resale, from time to time, by the selling stockholders named in this prospectus (the "Selling Stockholders"), of up to an aggregate of 16,363,247 shares (the "Shares") of common stock, par value $0.001 per share (the "Common Stock"), of Smart Powerr Corp., a Nevada corporation. The Shares were issued in a private placement closed on November 10, 2025 pursuant to certain securities purchase agreements dated October 23, 2025, as amended by the first amendment to the securities purchase agreements, dated November 3, 2025 by and between the Company and the Selling Stockholders, as further described below under "Prospectus Summary – Recent Developments – The November 2025 Private Placement" on page 3 of this prospectus.

The Selling Stockholders are identified in the table commencing on page 34 of this prospectus. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of Shares by the Selling Stockholders. Our registration of the Shares covered by this prospectus does not mean that the Selling Stockholders will offer or sell any of the Shares. The Selling Stockholders may sell any, all or none of the Shares offered by this prospectus and we do not know when or in what amount the Selling Stockholders may sell their Shares hereunder following the effective date of this registration statement. The Selling Stockholders named in this prospectus may offer the shares from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. For further information regarding the possible methods by which our Common Stock may be distributed, see "Plan of Distribution" beginning on page 41 in this prospectus.

As of December 30, 2025, the securities registered for resale by the Selling Stockholders in the registration statement of which this prospectus forms a part would represent approximately 78.6% of the 20,809,123 shares of our Common Stock outstanding. Given the substantial number of shares being registered for potential resale by the Selling Stockholders pursuant to this prospectus, whether as a result of substantial sales of our Common Stock by the Selling Stockholders or the perception in the market that holders of a large number of Selling Stockholders intend to sell their shares, the market price of shares of our Common Stock could decline significantly and the volatility of the market price of our Common Stock could increase significantly, even if our research and development efforts are going well. See "Risk Factors" beginning on page 15 of this prospectus for more information.

Our Common Stock is traded on The Nasdaq Capital Market under the symbol "CREG." On December 29, 2025, the closing sale price of the Common Stock on Nasdaq was $1.35 per share.