Form 8-K - Current report

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

Date of Report (Date of earliest event reported): August 20, 2024

SENMIAO TECHNOLOGY LIMITED

(Exact name of registrant as specified in its charter)

Nevada		001-38426		35-2600898
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

16F, Shihao Square, Middle Jiannan Blvd. High-Tech Zone, Chengdu Sichuan, People’s Republic of China		610000
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +86 28 61554399

Not Applicable

(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 (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		AIHS		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 2.01. Completion of Acquisition or Disposition of Assets

On August 20, 2024, Sichuan Senmiao Zecheng Business Consulting Co., Ltd. (the “Transferor”), a wholly-owned subsidiary of Senmiao Technology Limited (the “Company”), consummated the previously announced transaction (the “Acquisition”) contemplated by the Acquisition Agreement with Debt Assumption Takeover (the “Acquisition Agreement”) with Jiangsu Yuelaiyuexing Technology Co., Ltd. (the “Purchaser”), and other parties thereto, including the acquisition by the Purchaser of 100% of the Transferor’s equity interest in Hunan Xixingtianxia Technology Co., Ltd. (the “Target”), a wholly-owned subsidiary of the Transferor.

The pro forma financial information required to be filed by Item 9.01(b) of Form 8-K is filed as Exhibit 99.1 to this Current Report.

Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The unaudited pro forma condensed consolidated financial statements of the Company have been derived from the Company’s historical consolidated financial statements and are being presented to give effect to the Acquisition. The pro forma financial statements and the related notes thereto are filed as Exhibit 99.1 to this Current Report on Form 8-K.

(d) The following exhibits are being filed herewith.

Exhibit No.		Description of Exhibit
99.1		Unaudited pro forma condensed consolidated financial statements of Senmiao Technology Limited as of and for the three months ended June 30, 2024 and for the year ended March 31, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

	SENMIAO TECHNOLOGY LIMITED

Date: August 26, 2024	By:	/s/ Xiaoyuan Zhang
	Name:	Xiaoyuan Zhang
	Title:	Chief Financial Officer

Exhibit 99.1

SENMIAO TECHNOLOGY LIMITED

Unaudited Pro Forma Condensed Combined Balance Sheet

(Expressed in U.S. dollar, except for the number of shares)

As of June 30, 2024

	June 30, 2024			Pro Forma adjustments			June 30, 2024
	Consolidated			disposal of XXTX			Pro Forma Consolidated
	(Unaudited)			(Unaudited)			(Unaudited)
				(a)
ASSETS
Current assets
Cash and cash equivalents	$	748,869		$	(34,588	)	$	714,281
Restricted cash		2,588			-			2,588
Accounts receivable, net		20,156			(8,103	)		12,053
Accounts receivable, a related party		1,878			-			1,878
Finance lease receivables, current		179,356			-			179,356
Prepayments, other receivables and other current assets, net		1,001,171			(275,894	)		725,277
Due from related parties, net, current		319,679			(3,986	)		315,693
Total current assets		2,273,697			(322,571	)		1,951,126

Property and equipment, net		2,341,445			(892	)		2,340,553

Other assets
Operating lease right-of-use assets, net		51,489			-			51,489
Operating lease right-of-use assets, net, a related party		37,060			-			37,060
Financing lease right-of-use assets, net		294,241			-			294,241
Intangible assets, net		548,671			(117,421	)		431,250
Finance lease receivable, non-current		102,192			-			102,192
Due from a related party, net, non-current		2,922,894			-			2,922,894
Other non-current assets		635,733			-			635,733
Total other assets		4,592,280			(117,421	)		4,474,859

Total assets	$	9,207,422		$	(440,884	)	$	8,766,538

LIABILITIES, MEZZANNIE EQUITY AND EQUITY
Current liabilities
Borrowings from a financial institution, current	$	141,536		$	(141,536	)	$	-
Accounts payable		152,784			(45,125	)		107,659
Advances from customers		123,350			-			123,350
Income tax payable		19,889			-			19,889
Accrued expenses and other liabilities		3,803,459			(231,897	)		3,571,562
Due to related parties		194,707			-			194,707
Operating lease liabilities, current		14,104			-			14,104
Operating lease liabilities -a related party		51,993			-			51,993
Financing lease liabilities, current		331,462			-			331,462
Derivative liabilities		297,120			-			297,120
Current liabilities - discontinued operations		461,005			-			461,005
Total current liabilities		5,591,409			(418,558	)		5,172,851

Other liabilities
Borrowings from a financial institution, non-current		35,384			(35,384	)		-
Operating lease liabilities, non-current		15,334			-			15,334
Financing lease liabilities, non-current		63,368			-			63,368
Deferred tax liability		9,413			(9,413	)		-
Total other liabilities		123,499			(44,797	)		78,702

Total liabilities		5,714,908			(463,355	)		5,251,553

Commitments and contingencies

Mezzanine Equity
Series A convertible preferred stock (par value $1,000 per share, 5,000 shares authorized; 991 shares issued and outstanding at June 30, 2024)		234,364			-			234,364

Stockholders’ equity
Common stock (par value $0.0001 per share, 500,000,000 shares authorized; 10,518,040 shares issued and outstanding at June 30, 2024 )		1,051			-			1,051
Additional paid-in capital		43,950,123			-			43,950,123
Accumulated deficit		(42,057,688	)		393,980			(41,663,708	)
Accumulated other comprehensive loss		(1,734,325	)		(371,509	)		(2,105,834	)
Total Senmiao Technology Limited stockholders’ equity		159,161			22,471			181,632

Non-controlling interests		3,098,989			-			3,098,989

Total equity		3,258,150			22,471			3,280,621

Total liabilities, mezzanine equity and equity	$	9,207,422		$	(440,884	)	$	8,766,538

The Unaudited Pro Forma Financial Information include the following pro forma adjustments to give effect to the disposal of XXTX:

(a)	To eliminate assets and liabilities of XXTX and its subsidiaries as of June 30, 2024.

SENMIAO TECHNOLOGY LIMITED

Unaudited Pro Forma Condensed Combined Balance Sheet

(Expressed in U.S. dollar, except for the number of shares)

As of March 31, 2024

	3/31/2024			Pro Forma adjustments			3/31/2024
	Consolidated			disposal of XXTX			Pro Forma Consolidated
	(Audited)			(Unaudited)			(Unaudited)
				a
ASSETS
Current assets
Cash and cash equivalents	$	792,299		$	(54,580	)	$	737,719
Restricted cash		2,337			-			2,337
Accounts receivable, net		34,013			(14,130	)		19,883
Finance lease receivables, current		144,166			-			144,166
Prepayments, other receivables and other current assets, net		1,022,813			(344,444	)		678,369
Due from related parties, net, current		655,532			(6,368	)		649,164
Total current assets		2,651,160			(419,522	)		2,231,638

Property and equipment, net		2,676,524			(1,266	)		2,675,258

Other assets
Operating lease right-of-use assets, net		60,862			-			60,862
Operating lease right-of-use assets, net, a related party		47,128			-			47,128
Financing lease right-of-use assets, net		355,383			-			355,383
Intangible assets, net		590,727			(140,698	)		450,029
Finance lease receivable, non-current		92,524			-			92,524
Due from a related party, net, non-current		2,747,313			-			2,747,313
Other non-current assets		639,863			-			639,863
Total other assets		4,533,800			(140,698	)		4,393,102

Total assets	$	9,861,484		$	(561,486	)	$	9,299,998

LIABILITIES, MEZZANNIE EQUITY AND EQUITY
Current liabilities
Borrowings from a financial institution, current	$	142,456		$	(142,456	)	$	-
Accounts payable		140,532			(44,129	)		96,403
Advances from customers		122,461			-			122,461
Income tax payable		20,019			-			20,019
Accrued expenses and other liabilities		3,648,407			(366,405	)		3,282,002
Due to related parties		170,986			-			170,986
Operating lease liabilities, current		14,007			-			14,007
Operating lease liabilities -a related party		51,741			-			51,741
Financing lease liabilities, current		279,768			-			279,768
Derivative liabilities		288,833			-			288,833
Current liabilities - discontinued operations		464,000			-			464,000
Total current liabilities		5,343,210			(552,990	)		4,790,220

Other liabilities
Borrowings from a financial institution, non-current		71,228			(71,228	)		-
Operating lease liabilities, non-current		20,430			-			20,430
Financing lease liabilities, non-current		126,637			-			126,637
Deferred tax liability		11,611			(11,611	)		-
Total other liabilities		229,906			(82,839	)		147,067

Total liabilities		5,573,116			(635,829	)		4,937,287

Commitments and contingencies

Mezzanine Equity
Series A convertible preferred stock (par value $1,000 per share, 5,000 shares authorized; 991 shares issued and outstanding at March 31, 2024)		234,364			-			234,364


Stockholders’ equity

Common stock (par value $0.0001 per share, 500,000,000 shares authorized; 10,518,040 shares issued and outstanding at March 31, 2024 )*		1,051			-			1,051
Additional paid-in capital		43,950,123			-			43,950,123
Accumulated deficit		(41,384,268	)		443,712			(40,940,556	)
Accumulated other comprehensive loss		(1,672,005	)		(369,369	)		(2,041,374	)
Total Senmiao Technology Limited stockholders’ equity		894,901			74,343			969,244

Non-controlling interests		3,159,103			-			3,159,103

Total equity		4,054,004			74,343			4,128,347

Total liabilities, mezzanine equity and equity	$	9,861,484		$	(561,486	)	$	9,299,998

The Unaudited Pro Forma Financial Information include the following pro forma adjustments to give effect to the disposal of XXTX:

(a)	To eliminate assets and liabilities of XXTX and its subsidiaries as of March 31, 2024.

SENMIAO TECHNOLOGY LIMITED

Unaudited Pro Forma Condensed Combined Statement of Operations

(Expressed in U.S. dollar, except for the number of shares)

For the Three Months Ended June 30, 2024

	Consolidated			Pro Forma adjustments			Pro Forma Adjustment			Pro Forma Consolidated
	(Unaudited)			disposal of XXTX			Reverse elimination related to XXTX			(Unaudited)
				(a)			(b)
Revenues
Revenues	$	1,117,157		$	(243,391	)	$	678		$	874,444
Revenues, a related party		5,243			-			-			5,243
Total revenues		1,122,400			(243,391	)		678			879,687

Cost of revenues
Cost of revenues		(800,238	)		175,826			-			(624,412	)
Cost of revenues, a related party		(1,627	)		-			-			(1,627	)
Total cost of revenues		(801,865	)		175,826			-			(626,039	)

Gross profit		320,535			(67,565	)		678			253,648

Operating expenses
Selling, general and administrative expenses		(940,268	)		87,448			(678	)		(853,498	)
Provision for credit losses		(173,441	)		-			-			(173,441	)
Total operating expenses		(1,113,709	)		87,448			(678	)		(1,026,939	)

Loss from operations		(793,174	)		19,883			-			(773,291	)

Other income (expense)
Other income, net		47,656			3,803			-			51,459
Interest expense		(5,860	)		5,860			-			-
Interest expense on finance leases		(5,088	)		-			-			(5,088	)
Change in fair value of derivative liabilities		(8,287	)		-			-			(8,287	)
Total other income, net		28,421			9,663			-			38,084

Loss before income taxes		(764,753	)		29,546			-			(735,207	)

Income tax benefit		1,935			(1,935	)		-			-

Net Loss		(762,818	)		27,611			-			(735,207	)

Net loss attributable to non-controlling interests from operations		89,398			-			-			89,398

Net loss attributable to the Company’s stockholders	$	(673,420	)	$	27,611		$	-		$	(645,809	)

Net loss	$	(762,818	)	$	27,611		$	-		$	(735,207	)

Other comprehensive loss
Foreign currency translation adjustment		(33,036	)		2,140			-			(30,896	)

Comprehensive loss		(795,854	)		29,751			-			(766,103	)

less: Total comprehensive loss attributable to noncontrolling interests		(60,114	)		-			-			(60,114	)

Total comprehensive loss attributable to stockholders	$	(735,740	)	$	29,751		$	-		$	(705,989	)

Weighted average number of common stock
Basic and diluted		10,518,040			10,518,040			10,518,040			10,518,040
Net loss per share - basic and diluted	$	(0.06	)	$	0.00		$	-		$	(0.07	)

The Unaudited Pro Forma Financial Information include the following pro forma adjustments to give effect to the disposal of XXTX:

(a)	To eliminate revenue, costs of revenue, operating and other expenses of XXTX and its subsidiaries for the three months ended June 30, 2024.

(b)	Reflect the reversal of intercompany transaction between XXTX and other entities in Senmiao Group for the three months ended June 30, 2024 as a result of deposal of XXTX.

SENMIAO TECHNOLOGY LIMITED

Unaudited Pro Forma Condensed Combined Statement of Operations

(Expressed in U.S. dollar, except for the number of shares)

For the Year Ended March 31, 2024

	Consolidated			Pro Forma adjustments			Pro Forma Adjustment			Pro Forma Consolidated
	(Audited)			Disposal of XXTX			Reverse elimination related to XXTX			(Unaudited)
				(a)			(b)
Revenues
Revenues	$	6,779,686		$	(2,494,397	)	$	68,362		$	4,353,651
Revenues, a related party		34,742			-			-			34,742
Total revenues		6,814,428			(2,494,397	)		68,362			4,388,393

Cost of revenues
Cost of revenues		(4,781,009	)		1,858,557			-			(2,922,452	)
Cost of revenues, a related party		(472,848	)		-			-			(472,848	)
Total cost of revenues		(5,253,857	)		1,858,557			-			(3,395,300	)

Gross profit		1,560,571			(635,840	)		68,362			993,093

Operating expenses
Selling, general and administrative expenses		(4,115,436	)		1,053,585			(68,362	)		(3,130,213	)
Provision for credit losses		(1,725,746	)		-			-			(1,725,746	)
Stock-based compensation		(444,300	)		-			-			(444,300	)
Total operating expenses		(6,285,482	)		1,053,585			(68,362	)		(5,300,259	)

Loss from operations		(4,724,911	)		417,745			-			(4,307,166	)

Other income (expense)
Other income, net		315,450			42,742			-			358,192
Interest expense		(17,630	)		17,116			-			(514	)
Interest expense on finance leases		(29,088	)		-			-			(29,088	)
Change in fair value of derivative liabilities		212,949			-			-			212,949
Total other income, net		481,681			59,858			-			541,539

Loss before income taxes		(4,243,230	)		477,603			-			(3,765,627	)

Income tax benefit (expense)		9,016			(29,222	)					(20,206	)

Net Loss		(4,234,214	)		448,381			-			(3,785,833	)

Net loss attributable to non-controlling interests from operations		565,240			-			-			565,240

Net loss attributable to the Company’s stockholders	$	(3,668,974	)	$	448,381		$	-		$	(3,220,593	)

Net loss	$	(4,234,214	)	$	448,381		$	-		$	(3,785,833	)

Other comprehensive loss
Foreign currency translation adjustment		(418,784	)		1,203			-			(417,581	)

Comprehensive loss		(4,652,998	)		449,584			-			(4,203,414	)

less: Total comprehensive loss attributable to noncontrolling interests		(527,591	)		-			-			(527,591	)

Total comprehensive loss attributable to stockholders	$	(4,125,407	)	$	449,584		$	-		$	(3,675,823	)

Weighted average number of common stock
Basic and diluted		8,863,190			8,863,190			8,863,190			8,863,190
Net loss per share - basic and diluted	$	(0.41	)	$	0.05		$	-		$	(0.43	)

The Unaudited Pro Forma Financial Information include the following pro forma adjustments to give effect to the disposal of XXTX:

(a)	To eliminate revenue, costs of revenue, operating and other expenses of XXTX and its subsidiaries for the year ended March 31, 2024.

(b)	Reflect the reversal of intercompany transaction between XXTX and other entities in Senmiao Group for the year ended March 31, 2024 as a result of deposal of XXTX.

Cover	Aug. 20, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 20, 2024
Entity File Number	001-38426
Entity Registrant Name	SENMIAO TECHNOLOGY LIMITED
Entity Central Index Key	0001711012
Entity Tax Identification Number	35-2600898
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	16F, Shihao Square, Middle Jiannan Blvd.
Entity Address, Address Line Two	High-Tech Zone
Entity Address, City or Town	Chengdu
Entity Address, Country	CN
Entity Address, Postal Zip Code	610000
City Area Code	+86 28
Local Phone Number	61554399
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	AIHS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false