UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-38426

SENMIAO TECHNOLOGY LIMITED

(Exact name of registrant as specified in its charter)

Nevada

35-2600898

(State or other jurisdiction of

incorporation or organization)

(I.R.S. 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

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

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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check One):

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b 2 of the Exchange Act). Yes ☐ No ☒

As of November 14, 2025, there were 3,207,489 shares of issuer’s common stock, par value $0.0001 per share, issued and outstanding.

TABLE OF CONTENTS

Cautionary Note Regarding Forward-Looking Statements		ii

PART I – FINANCIAL INFORMATION		1

Item 1.	Unaudited Condensed Consolidated Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	49
Item 4.	Controls and Procedures	49

PART II – OTHER INFORMATION		50

Item 6.	Exhibits	50

SIGNATURES		52

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the “Report”), including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continues,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements that are not statements of current or historical facts. These statements are based on management’s current expectations, but actual results may differ materially due to various factors, including, but not limited to:

●

our goals and strategies, including our ability to maintain our automobile transaction and related services business in China;

●

our management’s ability to properly develop and achieve any future business growth and any improvements in our financial condition and results of operations;

●

the regulations and the impact by public health epidemics in China on the industries we operate in and our business, results of operations and financial condition;

●

the growth or lack of growth in China of disposable household income and the availability and cost of credit available to finance car purchases;

●

the growth or lack of growth of China’s online ride-hailing, automobile financing and leasing industries;

●

changes in online ride-hailing, transportation networks, and other fundamental changes in transportation pattern in China;

●

our expectations regarding demand for and market acceptance of our products and services;

●

our expectations regarding our customer base;

●

our ability to maintain positive relationships with our business partners;

●

competition in the online ride-hailing, automobile financing and leasing industries in China;

●

macro-economic and political conditions affecting the global economy generally and the market in China specifically; and

●

relevant Chinese government policies and regulations relating to the industries in which we operate.

You should read this Report and the documents that we refer to in this Report with the understanding that our actual future results may be materially different from and worse than what we expect. Other sections of this Report and our other reports filed with the Securities and Exchange Commission (the “SEC”) include additional factors which could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.

You should not rely upon forward-looking statements as predictions of future events. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

This Report also contains statistical data and estimates that we obtained from industry publications and reports generated by third-parties. Although we have not independently verified the data, we believe that the publications and reports are reliable. The market data contained in this Report involves a number of assumptions, estimates and limitations. The ride-hailing and automobile financing markets in China may not grow at the rates projected by market data, or at all. The failure of these markets to grow at the projected rates may have a material adverse effect on our business and the market price of our common stock. If any one or more of the assumptions underlying the market data turns out to be incorrect, actual results may differ from the projections based on these assumptions. In addition, projections, assumptions and estimates of our future performance and the future performance of the industries in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described herein or our other reports filed with the SEC. You should not place undue reliance on these forward-looking statements.

PART I – FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements

SENMIAO TECHNOLOGY LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

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

	September 30,			March 31,
	2025			2025
	(Unaudited)

Current assets
Cash and cash equivalents	$	676,980		$	833,577
Restricted cash		57			—
Accounts receivable		25,759			21,127
Accounts receivable, a related party		8,592			7,924
Finance lease receivables, current		105,131			166,339
Prepayments, other receivables and other current assets, net		882,799			1,015,084
Prepayment - a related party		—			22,662
Due from related parties, net, current		410,396			172,049
Total current assets		2,109,714			2,238,762

Property and equipment, net		1,230,566			1,652,921

Other assets
Operating lease right-of-use assets, net, a related party		67,302			6,910
Financing lease right-of-use assets, net		—			117,867
Intangible assets, net		337,500			375,000
Finance lease receivables, non-current		10,636			23,193
Due from a related party, net, non-current		926,650			1,386,139
Total other assets		1,342,088			1,909,109

Total assets	$	4,682,368		$	5,800,792

LIABILITIES, MEZZANNIE EQUITY AND EQUITY
Current liabilities
Accounts payable	$	142,735		$	163,231
Advances from customers		115,646			124,623
Income tax payable		20,303			19,918
Accrued expenses and other liabilities		3,697,901			3,757,393
Due to related parties		182,480			179,431
Operating lease liabilities, current - a related party		78,324			10,365
Financing lease liabilities		—			360,268
Derivative liabilities		183			84,591
Current liabilities - discontinued operations		513,252			518,352
Total current liabilities		4,750,824			5,218,172

Other liabilities
Operating lease liabilities, non-current - a related party		20,674			—
Total other liabilities		20,674			—

Total liabilities		4,771,498			5,218,172

Commitments and contingencies (note 16)

Mezzanine Equity
Series A convertible preferred stock (par value $1,000 per share, 5,000 shares authorized; 262 and 991 shares issued and outstanding at September 30, 2025 and March 31, 2025, respectively)		42,943			234,364

Stockholders’ deficit
Common stock (par value $0.0001 per share, 50,000,000 shares authorized; 2,507,489 and 1,051,804 shares issued and outstanding at September 30, 2025 and March 31, 2025, respectively) *		251			105
Additional paid-in capital		44,487,694			43,951,069
Accumulated deficit		(45,922,713	)		(45,109,573	)
Accumulated other comprehensive loss		(1,713,815	)		(1,697,164	)
Total Senmiao Technology Limited stockholders’ deficit		(3,148,583	)		(2,855,563	)

Non-controlling interests		3,016,510			3,203,819

Total (deficit) equity		(132,073	)		348,256

Total liabilities, mezzanine equity and equity/ deficit	$	4,682,368		$	5,800,792

Giving retroactive effect to the 1-for-10 reverse stock split effected on July 29, 2025

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements

SENMIAO TECHNOLOGY LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

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

	For the Three Months Ended September 30,						For the Six Months Ended September 30,
	2025			2024			2025			2024
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenues
Revenues	$	906,502		$	742,258		$	1,742,544		$	1,616,024
Revenues, a related party		29,842			3,622			53,899			8,865
Total revenues		936,344			745,880			1,796,443			1,624,889

Cost of revenues
Cost of revenues		(631,623	)		(631,647	)		(1,235,128	)		(1,256,059	)
Cost of revenues, related parties		(30,633	)		(17,334	)		(90,272	)		(18,961	)
Total cost of revenues		(662,256	)		(648,981	)		(1,325,400	)		(1,275,020	)

Gross profit		274,088			96,899			471,043			349,869

Operating expenses
Selling, general and administrative expenses		(907,255	)		(530,651	)		(1,715,500	)		(1,384,149	)
Provision for credit losses		(125,046	)		(181,995	)		(125,046	)		(355,436	)
Total operating expenses		(1,032,301	)		(712,646	)		(1,840,546	)		(1,739,585	)

Loss from operations		(758,213	)		(615,747	)		(1,369,503	)		(1,389,716	)

Other income (expense)
Other income, net		31,356			388,405			289,641			439,864
Interest expense on finance leases		—			(4,270	)		(615	)		(9,358	)
Change in fair value of derivative liabilities		3,127			(7,127	)		80,309			(15,414	)
Total other income, net		34,483			377,008			369,335			415,092

Loss before income tax expense		(723,730	)		(238,739	)		(1,000,168	)		(974,624	)

Income tax expense		—			—			—			—

Net Loss from continuing operations		(723,730	)		(238,739	)		(1,000,168	)		(974,624	)

Net loss from discontinued operations		—			(186,714	)		—			(213,647	)

Net loss		(723,730	)		(425,453	)		(1,000,168	)		(1,188,271	)

Net loss (income) attributable to non-controlling interests		74,987			(285,996	)		187,028			(196,598	)

Net loss attributable to the Company’s stockholders	$	(648,743	)	$	(711,449	)	$	(813,140	)	$	(1,384,869	)

Net loss	$	(723,730	)	$	(425,453	)	$	(1,000,168	)	$	(1,188,271	)

Other comprehensive income (loss)
Foreign currency translation adjustment		27,028			119,823			(16,932	)		86,787

Comprehensive loss		(696,702	)		(305,630	)		(1,017,100	)		(1,101,484	)

less: Total comprehensive (loss) income attributable to non-controlling interests		(74,830	)		312,763			(187,309	)		252,649

Total comprehensive loss attributable to stockholders	$	(621,872	)	$	(618,393	)	$	(829,791	)	$	(1,354,133	)

Weighted average number of common stock*
Basic and diluted		1,499,154			1,052,122			1,292,115			1,052,122
Net loss per share - basic and diluted*		(0.43	)		(0.68	)		(0.63	)		(1.32	)

Loss per share - basic and diluted
Continuing operations	$	(0.43	)	$	(0.50	)	$	(0.63	)	$	(1.11	)
Discontinued operations	$	—		$	(0.18	)	$	—		$	(0.20	)

Giving retroactive effect to the 1-for-10 reverse stock split effected on July 29, 2025

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements

SENMIAO TECHNOLOGY LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Six Months Ended September 30, 2025 and 2024

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

	For the Six Months Ended September 30, 2024
										Accumulated
					Additional					other			Non-
	Common stock				paid-in		Accumulated			comprehensive			controlling			Total
	Shares*		Par value		capital		deficit			loss			interest			equity
BALANCE, March 31, 2024		1,051,804	$	105	$	43,951,069	$	(41,384,268	)	$	(1,672,005	)	$	3,159,103		$	4,054,004
Net loss		—		—		—		(673,420	)		—			(89,398	)		(762,818	)
Foreign currency translation adjustment		—		—		—		—			(62,320	)		29,284			(33,036	)
BALANCE, June 30, 2024 (Unaudited)		1,051,804	$	105	$	43,951,069	$	(42,057,688	)	$	(1,734,325	)	$	3,098,989		$	3,258,150
Net (loss) income		—		—		—		(711,449	)		—			285,996			(425,453	)
Foreign currency translation adjustment		—		—		—		—			93,056			26,767			119,823
BALANCE, September 30, 2024 (Unaudited)		1,051,804	$	105	$	43,951,069	$	(42,769,137	)	$	(1,641,269	)	$	3,411,752		$	2,952,520

	For the Six Months Ended September 30, 2025
											Accumulated
					Additional						other			Non-
	Common stock				paid-in			Accumulated			comprehensive			controlling			Total
	Shares*		Par value		capital			deficit			loss			interest			equity
BALANCE, March 31, 2025		1,051,804	$	105	$	43,951,069		$	(45,109,573	)	$	(1,697,164	)	$	3,203,819		$	348,256
Net loss		—		—		—			(164,397	)		—			(112,041	)		(276,438	)
Exercise of November 2021 Private Placement Warrants		20,000		2		225,998			—			—			—			226,000
Fair value of derivative liabilities upon exercise of warrants		—		—		3,196			—			—			—			3,196
Conversion of preferred stock into common stock		36,471		4		191,417			—			—			—			191,421
Additional shares of common stock round up adjustment due to retroactive effect of 1-for-10 reverse stock split		37		—		—			—			—			—			—
Foreign currency translation adjustment		—		—		—			—			(43,522	)		(438	)		(43,960	)
BALANCE, June 30, 2025 (Unaudited)		1,108,312	$	111	$	44,371,680		$	(45,273,970	)	$	(1,740,686	)	$	3,091,340		$	448,475
Net loss		—		—		—			(648,743	)		—			(74,987	)		(723,730	)
Exercise of November 2021 Private Placement Warrants		53,357		5		115,246			—			—			—			115,251
Cashless exercise of November 2021 Investor warrants into common stock		1,345,820		135		(135	)		—			—			—			—
Fair value of derivative liabilities upon exercise of warrants		—		—		903			—			—			—			903
Foreign currency translation adjustments		—		—		—			—			26,871			157			27,028
BALANCE, September 30, 2025 (Unaudited)		2,507,489	$	251	$	44,487,694		$	(45,922,713	)	$	(1,713,815	)	$	3,016,510		$	(132,073	)

Giving retroactive effect to the 1-for-10 reverse stock split effected on July 29, 2025

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements

SENMIAO TECHNOLOGY LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

	For the Six Months Ended September 30,
	2025			2024
	(Unaudited)			(Unaudited)
Cash Flows from Operating Activities:
Net loss	$	(1,000,168	)	$	(

SEC Form 10-Q filed by Senmiao Technology Limited