Cenntro Inc 2025年度报告

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number:001-38544 CENNTRO INC. (Exact name of registrant as specified in its charter) Nevada93-2211556(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) (Address of principal executive offices) Registrant’s telephone number, including area code: (732) 820-6757 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None(Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant Section 13 or 15(d) of the Exchange Act. Yes☐No☒ Note- Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act fromtheir obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. ☐Accelerated filer☒Smaller reporting companyEmerging growth company Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ As of April 10, 2026 (prior to the reverse stock split effected on April 13, 2026), there were 87,912,831 of the registrant’s common stock, parvalue $0.0001 per share, issued and outstanding. The aggregate market value of the voting securities held by non-affiliates of the registrant as ofthe last business day of the registrant’s most recently completed third fiscal quarter, September 30, 2025, was approximately $30,343,050 basedupon the closing sale price of $0.5845. CENNTRO INC. ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED Page PART I ITEM 1.Business5ITEM 1A.Risk Factors23ITEM 1B.Unresolved Staff Comments53ITEM 1C.Cybersecurity53ITEM 2.Properties54ITEM 3.Legal Proceedings55ITEM 4.Mine Safety Disclosures56 ITEM 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities56ITEM 6.[Reserved]57ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations57ITEM 7A.Quantitative and Qualitative Disclosures about Market Risk74ITEM 8.Financial Statements and Supplementary Data76ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure76ITEM 9A.Controls and Procedures76ITEM 9B.Other Information77ITEM 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections77 ITEM 10.Directors, Executive Officers and Corporate Governance78ITEM 11.Executive