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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 23, 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
(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   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 1.01 Entry into a Material Definitive Agreement.

 

On January 23, 2025, SPI Energy Co., Ltd. (the “Company”) and Streeterville Capital, LLC (“Streeterville”) entered into the Fifth Addendum (the “Addendum”) to the March 6, 2024 Deed of Settlement (the “Deed of Settlement”), the May 24, 2024 Addendum to the Deed of Settlement, the July 15, 2024 Addendum to the Deed of Settlement, the September 13, 2024 Addendum to Deed of Settlement and the November 11, 2024 Addendum to Deed of Settlement. Pursuant to the Addendum, the $2,100,000 trigger payment shall be paid by the Company by June 30, 2025 by way of a number of staged payments. In the event that any payment due under the Addendum is not received in full by Streeterville on or before the respective due date, the Company shall incur a late fee of $1,000 per day for each day the payment remains outstanding. 

 

The foregoing description of the terms of the Addendum does not purport to be complete and is qualified in its entirety by reference to the full text of the Addendum, which is filed as Exhibit 10.1 herewith.

 

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. and Streeterville Capital, LLC
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

 

 

 

 

 

 

 2 

 

 

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  
    Xiaofeng Peng  
    Chief Executive Officer  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 3 

Exhibit 10.1

 

Fifth Addendum to Deed of Settlement

 

THIS ADDENDUM to the 6 March 2024 Deed of Settlement (Deed of Settlement), the 24 May 2024 Addendum to Deed of Settlement (Addendum), the 15 July 2024 Second Addendum to Deed of Settlement (Second Addendum), the 13 September 2024 Third Addendum to Deed of Settlement (Third Addendum), and the 11 November 2024 Fourth Addendum to Deed of Settlement (Fourth Addendum) BETWEEN:

 

(1)Streeterville Capital, LLC, with its principal place of business at 303 East Wacker Drive, Suite 1040, Chicago, Illinois, 60601, United States of America (Streeterville); and
  
(2)SPI Energy Co., Ltd., with its registered office at c/o Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman, Cayman Islands (SP/), (together, the Parties),

 

is made on this 23rd day of January 2025 (the Fifth Addendum).

 

This Fifth Addendum is a part of the original Deed of Settlement and all defined terms used in this Fifth Addendum shall have the same meaning as in the Deed of Settlement.

 

All amounts are in USO.

 

THE PARTIES HEREBY AGREE AS FOLLOWS:

 

Effective from the 23rd day of January 2025,

 

(1)Clause 1(d) of the Deed of Settlement shall be amended to read as follows:

 

“Trigger Payment” means the $2,100,000 payment SP/ agrees to make to Streeterville on the earlier of the following: (i) within five (5) business days of the closing of the SolarJuice /PO; (ii) within seven (7) calendar days of the date that SolarJuice is listed for trading; or (iii):

 

a.$25,000 on or before 31 January 2025;
b.$100,000 on or before 14 February 2025;
c.$125,000 on or before 28 February 2025;
d.$125,000 on or before 14 March 2025;
e.$125,000 on or before 28 March 2025;
f.$200,000 on or before 11 April 2025;
g.$200,000 on or before 25 April 2025;
h.$250,000 on or before 9 May 2025;
i.$250,000 on or before 23 May 2025;
j.$250,000 on or before 6 June 2025;
k.$250,000 on or before 20 June 2025; and
l.$200,000 on or before 30 June 2025.”

 

 

 

23 January 2025 Fifth Addendum to Deed of Settlement between Streeterville and SPI1 

 

 

(2)Clause 3(b)(vi) of the Deed of Settlement shall be amended to read as follows:

 

“(vi) $2,100,000 Trigger Payment paid in the following amounts on the following dates:

 

a.$25,000 on or before 31 January 2025;
b.$100,000 on or before 14 February 2025;
c.$125,000 on or before 28 February 2025;
d.$125,000 on or before 14 March 2025;
e.$125,000 on or before 28 March 2025;
f.$200,000 on or before 11 April 2025;
g.$200,000 on or before 25 April 2025;
h.$250,000 on or before 9 May 2025;
i.$250,000 on or before 23 May 2025;
j.$250,000 on or before 6 June 2025;
k.$250,000 on or before 20 June 2025; and
I.$200,000 on or before 30 June 2025.”

 

(3)Footnote (1) on page 4 of the Deed of Settlement (relating to clause 3(b)(vi)) shall be amended to read as follows:

 

“Trigger Payment is due on the earlier of the following: (i) within five (5) business days of the closing of the SolarJuice /PO; (ii) within seven (7) calendar days of the date that SolarJuice is listed for trading; or (iii):

 

a.$25,000 on or before 31 January 2025;
b.$100,000 on or before 14 February 2025;
c.$125,000 on or before 28 February 2025;
d.$125,000 on or before 14 March 2025;
e.$125,000 on or before 28 March 2025;
f.$200,000 on or before 11 April 2025;
g.$200,000 on or before 25 April 2025;
h.$250,000 on or before 9 May 2025;
i.$250,000 on or before 23 May 2025;
j.$250,000 on or before 6 June 2025;
k.$250,000 on or before 20 June 2025; and
I.$200,000 on or before 30 June 2025.”

 

(4)In the event that any payment due under this Fifth Addendum is not received in full by Streeterville on or before the respective due date, SPI shall incur a late fee of $1,000 per day for each day the payment remains outstanding. This late fee shall be payable to Streeterville in addition to the overdue payment amount and shall accrue daily until the full payment is received.
   
(5)The payment of $20,000 made by SPI to Streeterville on 17 January 2025, constitutes a restructuring fee.
   
(6)The remainder of the terms of the Deed of Settlement (together with its Schedules), Addendum, Second Addendum, Third Addendum and Fourth Addendum remain unchanged.

 

 

 

23 January 2025 Fifth Addendum to Deed of Settlement between Streeterville and SPI2 

 

 

IN WITNESS whereof this Fifth Addendum to Deed of Settlement has been entered into and delivered as a deed on the 23rd day of January 2025.

 

 

SIGNED, SEALED AND DELIVERED  

Streeterville Capital, LLC

AS A DEED IN THE PRESENCE OF:    
     
     
     
/s/ Christopher Stalcup   /s/ John Fife
Witness: Christopher Stalcup   Name: John Fife
    Title: President
     
     
     
     
SIGNED, SEALED AND DELIVERED  

SPI Energy Co., Ltd.

AS A DEED IN THE PRESENCE OF:    
     
     
     
/s/ Jamie Zhang   /s/ Xiaofang Peng
Witness: Jamie Zhang   Name: Xiaofang Peng
    Title: CEO

 

 

 

23 January 2025 Fifth Addendum to Deed of Settlement between Streeterville and SPI3 

 

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Entity Tax Identification Number 20-4956638
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Entity Address, Address Line One 4803 Urbani Ave.
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