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: [phone]

 

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)

 

1

 

 

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

 

 

2

 

 

 

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.

 

2

 

 

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.

 

3

 

 

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.

 

 

4

 

 

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

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