Cenntro Inc

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON AUGUST 15, 2025

(the “Notice”)

Dear Stockholder:

Please take notice that the annual meeting of stockholders (the “Annual Meeting”) of Cenntro Inc. (the “Company”) will be held on August 15, 2025, at 10:30 a.m. Eastern Standard time. This year's Annual Meeting will be a completely “virtual meeting” of stockholders. You will be able to attend the Annual Meeting, vote during the Annual Meeting via live webcast by visiting www.virtualstockholdermeeting.com/CENN2025. Prior to the Annual Meeting, you will be able to vote at www.proxyvote.com for the purpose of considering and voting upon:

Holders of record of our common stock at the close of business on June 16, 2025 (the “Record Date”), are entitled to attend and vote at the meeting. The Director Election Proposal, the Appointment Proposal, and the Adjournment Proposal are collectively referred to as the “Proposals” for the purposes of this Notice.

The presence of casted votes or votes by proxy of one-third (1/3 rd) of our shares issued and outstanding common stock entitled to vote at the Annual Meeting are necessary to constitute a quorum at the Annual Meeting under the Company’s bylaws. Votes of stockholders of record who participate in the Annual Meeting or by proxy will be counted as present for purposes of determining whether a quorum exists and whether or not such holder abstains from voting on all of the Proposals. If you are a beneficial owner of our common stock and you do not instruct your bank, broker or other nominees how to vote your shares on any of the Proposals, your shares will not be counted as present at the Annual Meeting for purposes of determining whether a quorum exists.

Except for Proposal 1, approval of each of the Proposals will require an affirmative vote of a majority of the vote of the shares cast and entitled to vote at the Annual Meeting or any adjournment thereof. In accordance with the Company’s bylaws and the Nevada Revised Statutes, directors will be elected if a plurality of the voting power of the shares present or represented by proxy at the Annual Meeting and entitled to vote on the election of directors vote “FOR” a nominee’s election at the Annual Meeting. Withheld votes and broker non-votes will have no effect on this proposal. Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count (a) for Proposal 1 to elect directors of the Company, votes “For,” and “Withold,” and broker non-votes, (b) for Proposal 2 to ratify the appointment of GGF, votes “For” and “Against,” as well as abstentions, and (c) for Proposal 3 on the Adjournment Proposal, votes “For” and “Against,” as well as abstentions.

A proxy statement describing the matters to be considered at the Meeting is attached to this Notice. The Company has elected to use the “Notice and Access” method of providing your proxy materials via the Internet. This process provides you with a convenient way to access your proxy materials and vote your shares while also allowing us to conserve natural resources and reduce the costs of printing and shipping the proxy materials to you. On or about July 3, 2025, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials which includes instructions on how to access our proxy statement and our annual report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”) online. The Notice also includes instructions on how to vote via the Internet and how to obtain a paper copy of the proxy materials.

Our Board unanimously recommends that you vote “FOR” each of the Proposals.

Your vote is important. Whether or not you plan to attend the meeting, I hope that you will vote as soon as possible. You may vote your shares by either completing, signing and returning the accompanying proxy card or casting your vote over the Internet.

By Order of the Board of Directors,

Sincerely,

/s/ Peter Z. Wang

Chief Executive Officer

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON AUGUST 15, 2025

VOTING INFORMATION

Registered Ownership and Beneficial Ownership

If your shares of common stock are registered in your name with our transfer agent, Continental Stock Transfer & Trust Company, then you are considered the “registered owner” for those shares of common stock. If you are the registered holder of your shares of common stock, you have the right to vote your shares of common stock by proxy or attorney or to attend the Annual Meeting and vote in person.

If your shares of common stock are held through a bank, broker or other nominee, then you are considered to hold your shares in “street name.” While you are the “beneficial owner” of those shares of common stock, you are not considered the registered owner. As the beneficial owner of the shares of common stock, you have the right to instruct your bank, broker or other nominee how to vote your shares of common stock. However, since you are not the registered owner of your shares of common stock, you may not attend the Annual Meeting and vote these shares of common stock in person unless you obtain a “legal proxy” through your bank, broker or other nominee.

If you are a beneficial owner and do not provide your bank, broker or other nominee with voting instructions and do not obtain a “legal proxy” from your bank, broker or other nominee, under the rules of various national and regional securities exchanges, the bank, broker or other nominee may generally vote on routine matters but cannot vote on non-routine matters. If the bank, broker or other nominee that holds your shares of common stock votes on one or more matters, but does not receive instructions from you on how to vote your shares of common stock on one or more non-routine matters, the bank, broker or other nominee will inform us that it does not have the authority to vote on such non-routine matters with respect to your shares of common stock. This is generally referred to as a “broker non-vote.”

Entitlement to Vote at the Annual Meeting

You will be entitled to attend and vote at the Annual Meeting if you are registered as a stockholder of the Company as of Monday, June 16, 2025, at 12:00 pm eastern standard time, (the “Record Date,”) subject to any applicable voting exclusion set out in this Notice. Accordingly, transactions registered after that Record Date will be disregarded in determining entitlements to vote at the Annual Meeting.

As of June 16, 2025, we had 47,912,831 shares of common stock issued and outstanding.

A list of stockholders on that date will be available for inspection at our corporate headquarters, 33 Wood Avenue South, Suite 600, PMB #3572 Iselin, New Jersey 08830, during normal business hours for the ten-day period prior to the Annual Meeting. Only holders of our issued and outstanding capital stock as of the close of business on the Record Date are entitled to vote at the Annual Meeting or any adjournment thereof.

Voting by proxy

If you hold your shares of common stock in street name and you wish to vote by proxy, please follow the directions provided to you by your bank, broker or other nominee in order to instruct your bank, broker or other nominee how to vote your shares of common stock.

Any proxy given pursuant to this solicitation and received in time for the Annual Meeting will be voted in accordance with your specific instructions. If you provide a proxy, but you do not provide specific instructions on how to vote on each Proposal and you appoint the Chair of the Annual Meeting, the Chair of the Annual Meeting will vote your shares of common stock in favor of each Proposal. If you appoint another individual (other than the Chair of the Annual Meeting) as your proxy and do not provide specific instructions on how to vote on each proposal, your named proxy holder will vote your shares of common stock at the Annual Meeting as they deem appropriate, subject to the requirements of law.

With respect to any other proposal that properly comes before the Annual Meeting, the proxy holders will vote in their own discretion according to their best judgment, to the extent permitted by applicable laws and regulations.

WHETHER OR NOT YOU EXPECT TO ATTEND, YOU ARE REQUESTED BY THE BOARD TO PROMPTLY RETURN THE ENCLOSED PROXY FORM, OR TO SUBMIT YOUR PROXY BY INTERNET OR EMAIL. STOCKHOLDERS WHO EXECUTE PROXIES RETAIN THE RIGHT TO REVOKE THEM AT ANY TIME PRIOR TO THE VOTING THEREOF.

PLEASE NOTE: IF YOUR SHARES OF COMMON STOCK ARE HELD IN STREET NAME, YOUR BROKER, BANK OR OTHER NOMINEE CANNOT VOTE YOUR SHARES OF COMMON STOCK ON NON-ROUTINE ITEMS OF BUSINESS, SUCH AS THE ELECTION OF DIRECTORS, UNLESS YOU INSTRUCT YOUR NOMINEE HOW TO VOTE IN ACCORDANCE WITH THE DIRECTIONS YOU RECEIVE FROM YOUR NOMINEE.

Chair’s voting intentions

The Chair of the Annual Meeting intends to exercise all available proxies in favor of each Proposal, unless the stockholder has expressly indicated a different voting intention in their proxy form.

Quorum and Voting Rights

The presence of casted votes or votes by proxy of one-third (1/3rd) of our shares issued and outstanding common stock entitled to vote at the Annual Meeting are necessary to constitute a quorum at the Annual Meeting under the Company’s bylaws. Each share of common stock is entitled to one vote upon all items of business to be acted upon at the Annual Meeting.

Required Vote

Except for Proposal 1, approval of each of the Proposals will require an affirmative vote of a majority of the vote of the shares casted and entitled to vote at the Annual Meeting or any adjournment thereof. Under Proposal 1, Directors will be elected if a plurality of the voting power of the shares present or represented by proxy at the Annual Meeting and entitled to vote on the election of directors vote “FOR” a nominee’s election at the Annual Meeting. Withheld votes and broker non-votes will have no effect on this proposal. Any shares of common stock that are not voted (whether by abstention, broker non-vote or otherwise) will have no effect on a resolution. A “broker non-vote” occurs when your share of common stock are held in street name and the bank, broker or other nominee does not have authority to vote on an item of business on your behalf. This may occur if the item of business is non-routine and you do not provide voting instructions to your bank, broker or other nominee. See “Registered Ownership and Beneficial Ownership” above.

Broker Non-Vote and Voting Procedures

A broker non-vote occurs when a broker, bank, or other nominee holding shares for a beneficial owner does not receive voting instructions from the beneficial owner and is not permitted to vote the shares on a non-routine matter. Under the rules of national securities exchanges, brokers may vote uninstructed shares on routine matters but not on non-routine matters.

Under Nevada law, an abstaining vote and a broker “non-vote” are counted as present and are, therefore, included for purposes of determining whether a quorum of shares is present at the Annual Meeting.

Routine and Non-Routine Matters

For the Annual Meeting, the ratification of the appointment of the independent registered public accounting firm (Proposal 2) and the approval of the adjournment of the Annual Meeting (Proposal 3) are considered routine matters. Brokers may vote uninstructed shares on these proposals. The election of directors (Proposal 1) is considered a non-routine matter, and brokers may not vote uninstructed shares on this proposal.

Revoking a Proxy

You may revoke any proxy by notifying the Company in writing by mail at Attention: Board of Directors, Cenntro Inc., 33 Wood Avenue South, Suite 600, PMB #3572 Iselin, New Jersey 08830. You also may revoke any proxy by submitting a later-dated proxy or by voting in person at the Annual Meeting. Attendance at the Annual Meeting does not alone serve to revoke a proxy. For a written revocation or later-dated proxy to be valid, it must be received prior to the start of the Annual Meeting.

If you hold your shares of common stock in street name, please follow the directions provided to you by your bank or broker in order to revoke your voting instructions.

NOTICE AND ACCESS

A proxy statement describing the matters to be considered at the Meeting is attached to this Notice. The Company has elected to use the “Notice and Access” method of providing your proxy materials via the Internet. This process provides you with a convenient way to access your proxy materials and vote your shares while also allowing us to conserve natural resources and reduce the costs of printing and shipping the proxy materials to you. On or about July 3, 2025, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials which includes instructions on how to access our proxy statement and our annual report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”) online. The Notice also includes instructions on how to vote via the Internet and how to obtain a paper copy of the proxy materials.

OTHER INFORMATION

Costs

We will bear the cost of preparing, printing, assembling and mailing these materials, the proxy form, and any other materials which may be sent to stockholder in connection with the Annual Meeting. It is contemplated that brokerage houses will forward these materials and the proxy form to beneficial owners at our request. In addition to the solicitation of proxies by use of the mail, our officers and regular employees may solicit proxies without additional compensation, by telephone or other electronic means. We may reimburse brokers or other persons holding shares of common stock in their names or the names of their nominees for the expenses of forwarding soliciting material to their principals and obtaining their proxies.

Important Notice Regarding Availability of Annual Meeting Materials

The Annual Meeting materials, including the Notice, are available at our corporate website, ir.cenntroauto.com and Annual Meeting website, www.virtualstockholdermeeting.com/CENN2025. You may also obtain a copy of these materials and the proxy card, free of charge, by contacting us by mail at Attention: Company Secretary, Cenntro Inc., 33 Wood Avenue South, Suite 600, PMB #3572 Iselin, New Jersey 08830, or by contacting our transfer agent, Continental Stock Transfer & Trust Company, by email at proxy@continentalstock.com or by telephone at +1 (917) 262-2373. In addition, these materials are available for your review at ir.cenntroauto.com.

Where You Can Find More Information

We file annual and other reports and documents with the SEC under the Securities Exchange Act of 1934, as amended. Our SEC filings made electronically through the SEC’s EDGAR system, including our Annual Report on Form 10-K for the year ended December 31, 2024, are available to the public at the SEC’s website at www.sec.gov or at ir.cenntroauto.com.

DATED: June 27, 2025

BY ORDER OF THE BOARD OF CENNTRO INC.

David He

Company Treasurer

PROXY STATEMENT

The Board of Directors (the “Board”) of Cenntro Inc., a Nevada corporation (the “Company,”, “us”, “CENN” or “we”), is furnishing this Proxy Statement and the accompanying proxy card to you to solicit your proxy for the 2025 annual meeting of stockholders (the “Annual Meeting”). The Annual Meeting will be held virtually on August 15, 2025, at 10:30 a.m., Eastern Time.