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

~~April~~May 2320, 2024

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

(Address of Principal Executive Offices)

(Zip Code)

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

N/A
(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 Share		SPI		The NASDAQ Global Select Market

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

OnAs ~~April~~previously ~~23,~~disclosed ~~2024,~~on the Current Report on Form 8-K of SPI Energy Co., Ltd. (the “Company”) ~~was~~filed ~~notified~~on byApril 22, 2024, the ~~Listing~~Company ~~Qualifications~~received ~~Staff~~a notice (the “~~Staff~~Initial Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) ~~that~~on ~~the~~April ~~Staff~~19, ~~granted~~2024 notifying the Company’s ~~request~~that due to ~~transfer~~ the ~~listing~~Company’s offailure ~~its ordinary shares, par value $0.0001 per share~~ (the “~~Ordinary~~Initial ~~Shares~~Delinquent Filing”), ~~from The Nasdaq Global Select Market tier~~ to ~~The~~timely ~~Nasdaq~~file ~~Capital~~its ~~Market~~Annual ~~tier,~~Report ~~and~~on ~~that~~Form ~~the~~10-K ~~Staff~~for ~~granted~~ the ~~Company’s~~fiscal ~~request~~year ~~for~~ended aDecember ~~second 180-calendar day period~~31, or2023 ~~until October 14, 2024~~ (the “~~Second Compliance~~Form ~~Period~~10-K”), ~~to regain compliance~~ with the ~~$1.00~~Securities ~~bid~~and ~~price~~Exchange ~~requirement,~~Commission ~~as set forth in Nasdaq Listing Rule 5550~~(~~a)(2).~~the ~~To regain compliance with such minimum price requirement~~“SEC”), the Company ~~must~~is ~~evidence~~not ain ~~closing~~compliance ~~bid~~with ~~price~~Nasdaq’s ofcontinued ~~at least $1.00 per share for a minimum of 10 consecutive business days. The transfer of the~~ listing ofrequirements ~~the~~under ~~Ordinary Shares from The~~ Nasdaq ~~Global~~Listing ~~Select~~Rule ~~Market to~~5250(c)(1) ~~The Nasdaq Capital Market took effect with~~ (the ~~open of business on April 25~~“Rule”), ~~2024.~~which ~~The~~requires ~~transfer is not expected to impact trading in~~ the ~~Ordinary~~ ~~Shares,~~timely ~~which~~filing ~~will~~of ~~continue~~all torequired ~~trade~~periodic onreports ~~Nasdaq~~with ~~under~~ the ~~symbol “SPI~~SEC.”

AsThe ~~previously~~Company ~~announced,~~received ona delinquency notification ~~October~~letter 19(the “Notice”) from Nasdaq on May 20, 2024, ~~the~~due ~~Staff~~to ~~notified~~ the Company’s ~~that~~non-compliance with the ~~bid~~Rule ~~price~~as ~~for~~a result of the Company’s ~~Ordinary~~failure ~~Shares~~to ~~had~~timely ~~closed~~file ~~below~~its ~~$1.00~~Quarterly ~~per~~Report ~~share~~on ~~for~~Form 3010-Q ~~consecutive business~~for ~~days~~the ~~and,~~fiscal asquarter aended ~~result~~March 31, 2024 (the ~~Company~~“Form 10-Q”). noThe ~~longer~~Notice ~~satisfied~~states ~~Nasdaq~~that ~~Listing~~the ~~Rule~~Company ~~5450(a)(1)~~has until June 18, ~~the~~2024 ~~minimum~~to ~~bid~~submit ~~price~~to ~~requirement~~Nasdaq ~~applicable~~ a plan to ~~The~~regain ~~Nasdaq~~compliance ~~Global~~with ~~Select~~the ~~Market~~Nasdaq Listing ~~issuers~~Rules. ~~Pursuant~~If to Nasdaq ~~Listing~~accepts ~~Rule~~the ~~5810(c)(3)(A)~~Company’s plan, then Nasdaq may grant the Company ~~was~~up ~~afforded~~to anOctober ~~initial~~14, 2024, or 180~~-calendar~~ days from ~~day~~the ~~grace~~due ~~period,~~date ~~through~~of ~~April~~the ~~16,~~Initial ~~2024~~Delinquent Filing, for filing the Form 10-K and the Form 10-Q to regain compliance. If the Company fails to timely regain compliance with Nasdaq Listing Rule 5250(c)(1), the ~~minimum~~Company’s ~~bid~~ordinary ~~price~~shares ~~requirement~~will be subject to delisting from Nasdaq.

~~Issuers listed on~~ The ~~Nasdaq Global Select Market are not eligible for a second 180-day grace period under the Nasdaq Listing Rules. However, based upon the~~ Company~~’s compliance~~ ~~with~~continues ~~the various criteria required under Nasdaq Listing Rule 5810(c)(3)(A)(ii)~~ to ~~obtain~~work adiligently ~~second 180-day grace period applicable~~ to ~~issuers listed on The Nasdaq Capital Market,~~ complete the ~~Company~~2023 ~~applied~~Form to10-K ~~transfer~~and the ~~listing~~Form ~~of its Ordinary Shares to The Nasdaq Capital Market~~10-Q. ~~As noted above, the Staff approved the Company’s transfer application on April 23, 2024.~~

~~The Company intends to closely~~Item ~~monitor the closing bid price for its Ordinary Shares and consider all available options to timely remedy the bid price deficiency~~7.01 ~~If at~~Regulation any time during the Second Compliance Period, the closing bid price of the Ordinary Shares is at least $1.00 per share for a minimum of 10 consecutive business days, the Staff will provide the Company with written confirmation of compliance and the matter will be closed, unless the Staff exercises its discretion to extend this ten-day period pursuant to Nasdaq Listing Rule 5810(c)(3)(F).FD Disclosure

~~The~~On ~~Company~~May can give no assurance that it will regain or demonstrate compliance during the Second Compliance Period. If the Company is not able to demonstrate compliance with the minimum bid price requirement by October 1421, 2024, or the Company ~~does~~issued ~~not~~a press release to comply with the ~~terms~~requirements of ~~the~~Nasdaq ~~extension,~~Listing ~~the~~Rule ~~Staff will~~5810(b) ~~provide~~announcing ~~written notification to the Company~~ that the ~~Ordinary Shares will be delisted. At that time, the~~ Company ~~may~~had ~~appeal~~received the ~~Staff’s determination to the Nasdaq Hearings Panel (the “Panel”)~~Notice. The ~~Company’s~~full ~~appeal~~text ~~request~~of ~~would stay any delisting action~~the bypress ~~the~~release ~~Staff~~is atattached ~~least~~as ~~pending~~Exhibit a99.1 ~~hearing~~to ~~before~~this ~~the~~Current ~~Panel~~Report ~~and~~on ~~the~~Form ~~expiration of any extension that may be granted by the Panel to the Company following the hearing~~8-K.

~~The~~In ~~Company~~accordance with ~~has~~General ~~provided~~Instruction ~~written~~B.2 ~~notice~~of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to ~~Nasdaq~~be “filed” offor ~~its~~purposes ~~intention~~of toSection ~~cure~~18 of the ~~deficiency~~Securities ~~during~~Exchange Act of 1934, or otherwise subject to the ~~Second~~liability ~~Compliance~~of ~~Period~~that section, and shall not be incorporated by ~~effecting~~reference ainto ~~reverse~~any ~~stock~~registration ~~split~~statement or other document filed under the Securities Act of 1933, ifor ~~necessary~~the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in that filing.

~~Cautionary~~Item ~~Note~~9.01 ~~Regarding~~Financial ~~Forward~~Statements ~~Looking~~and ~~Statements~~Exhibits.

This Current Report on Form 8-K and other related materials may contain a number of “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including statements regarding the Company’s expectation about any or all of the following: (id) the timing and consequences of the Company’s transfer of the listing of its Ordinary Shares to The Nasdaq Capital Market, (ii) the intent and plan of the Company to regain compliance with the minimum bid price requirement, and (iii) the anticipated actions by the Staff and the Company’s responses and their anticipated outcomesExhibits. Forward-looking statements can be identified by terms such as “will,” “intent,” “expect,” “plan,” “potential,” “would” or similar expressions and the negative of those terms. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its business, financial condition and results of operations. Although the Company believes that such statements are based on reasonable assumptions, forward-looking statements are neither promises nor guarantees and they are necessarily subject to a high degree of uncertainty and risk. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond the Company’s control, you should not rely on these forward-looking statements as predictions of future events. These risks and uncertainties include, among others: those risk and uncertainties described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on April 14, 2023, and in any other filings made by the Company with the U.S. Securities and Exchange Commission, which are available at www.sec.gov. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. The Company disclaims any obligation or undertaking to update or revise any forward-looking statements contained in this Current Report on Form 8-K, other than to the extent required by law.

99.1		Press Release of SPI Energy Co., Ltd. dated May 21, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~SIGNATURE~~Forward Looking Statements

~~Pursuant~~Certain toinformation contained in this report consists of forward-looking statements within the ~~requirements~~meaning of the Private Securities ~~Exchange~~ Litigation Reform Act of ~~1934~~1995 that involve risks, uncertainties and assumptions that are difficult to predict. Words such as “will,” “would,” “may,” “intends,” “potential,” and similar expressions, or the ~~registrant~~use ~~has~~of ~~duly~~future ~~caused~~tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. For example, there can be no assurance that the Company will regain compliance with the Rule during any compliance period or in the future, or otherwise meet Nasdaq compliance standards, that the Company will be eligible for a second compliance period, or that Nasdaq will grant the Company any relief from delisting as necessary or that the Company can ultimately meet applicable Nasdaq requirements for any such relief. The forward-looking statements contained in this report speak only as of the date of this report and the Company undertakes no obligation to bepublicly ~~signed~~update onany ~~its~~forward-looking ~~behalf~~statements to byreflect changes in information, events or circumstances after the ~~undersigned~~date ~~hereunto~~of ~~duly~~this ~~authorized~~report, unless required by law.

	SPI ENERGY CO., LTD.
April 25, 2024	By:	/s/ Xiaofeng Peng
		Xiaofeng Peng
		Chief Executive Officer

3SIGNATURE

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.

May 21, 2024	By:	/s/ Xiaofeng Peng
		Xiaofeng Peng
		Chief Executive Officer

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