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

~~October~~November 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 Shares, par value $0.0001 per 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 7 3.01. ~~Regulation~~Notice ~~FD Disclosure~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~October~~November 2319, ~~2024,~~ SPI Energy Co., Ltd. (the “Company”) ~~issued a press release to comply with the requirements of Nasdaq Listing Rule 5810(b) announcing that the Company had~~ received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) issuing a Staff determination (the “Staff Determination”) ~~which noted the Company’s non-compliance with the Listing Rule 5550(a)(2) and Nasdaq Listing Rule 5250(c)(1) within the periods as prescribed by the Staff~~. ~~The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.~~

~~In accordance~~The ~~with~~Staff ~~General~~Determination ~~Instruction~~noted ~~B.2~~that ofsince the Company has not yet filed its Form 810-K,Q for the ~~information~~period inended ~~this~~September ~~Item~~30, ~~7.01~~2024, ~~including~~it ~~Exhibit~~no ~~99.1,~~longer ~~shall~~complies ~~not~~with beNasdaq ~~deemed~~Listing ~~to be~~Rule 5250(c)(1) (“~~filed~~Rule”) which ~~for~~requires ~~purposes~~the oftimely ~~Section~~filing 18 of ~~the~~all ~~Securities~~required ~~Exchange~~periodic ~~Act~~reports ofwith ~~1934,~~the orSEC. ~~otherwise~~The ~~subject~~Company tohas ~~the~~not ~~liability~~regained ofcompliance ~~that~~with the Rule. ~~section~~Accordingly, ~~and~~this ~~shall~~matter ~~not~~serves beas ~~incorporated~~an byadditional ~~reference~~basis ~~into~~for ~~any~~delisting ~~registration~~the ~~statement~~Company’s orsecurities ~~other~~from ~~document~~Nasdaq. ~~filed~~All ~~under~~information ~~the Securities~~addressing ~~Act~~this ofmatter ~~1933,~~must orbe ~~the Securities~~included ~~Exchange~~in ~~Act~~the ofCompany’s ~~1934,~~prehearing ~~except~~submission asto ~~shall~~the beNasdaq ~~expressly~~Hearings ~~set~~Panel ~~forth~~due byNovember ~~specific~~26, ~~reference in that filing~~2024.

Item 7.01 Regulation FD Disclosure

On November 21, 2024, the Company issued a press release to comply with the requirements of Nasdaq Listing Rule 5810(b) announcing that the Company had received the Staff Determination. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in that filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1		Press Release of SPI Energy Co., Ltd. dated ~~October~~November 2321, 2024.
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.
October 23, 2024	By:	/s/ Xiaofeng Peng
November 21, 2024	By:	/s/ Xiaofeng Peng
		Xiaofeng Peng
		Chief Executive Officer

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