Senmiao Technology (NASDAQ: AIHS) uses subsidiary spin-off to address Nasdaq equity deficiency

Rhea-AI Filing Summary

Senmiao Technology Limited filed an update on its Nasdaq listing status. In December 2025, Nasdaq notified the company that it was not meeting the required minimum stockholders’ equity of $2,500,000 under Rule 5550(b)(1), after reporting stockholders’ equity of ($132,073) as of September 30, 2025 and not satisfying alternative standards for market value or net income as of November 30, 2025.

On December 31, 2025, Senmiao entered into an acquisition agreement to spin off 100% of the equity interests of its subsidiaries Yicheng and Zecheng to Hu Mao Sheng Tang Holdings Limited, and reported completion of this disposition in a compliance plan submitted to Nasdaq on January 15, 2026. The company believes that, following this transaction, it now exceeds the $2,500,000 stockholders’ equity requirement and has regained compliance, although Nasdaq will continue to monitor its status and may delist the company if its Form 10-Q for the period ended December 31, 2025 does not demonstrate compliance.

Insights

Equity markets and listing standards analyst

Senmiao addresses a Nasdaq equity deficiency through a business spin-off, with compliance still subject to upcoming 10-Q confirmation.

Senmiao previously fell below Nasdaq’s Rule 5550(b)(1) threshold, reporting stockholders’ equity of ($132,073) as of September 30, 2025, versus the required $2,500,000. It also did not meet alternative listing standards based on market value of listed securities or net income from continuing operations as of November 30, 2025.

To address this, the company entered an acquisition agreement on December 31, 2025 to spin off 100% of its interests in Yicheng and Zecheng to Hu Mao Sheng Tang Holdings Limited, and then informed Nasdaq in a compliance plan on January 15, 2026. The company now believes this Disposition lifts stockholders’ equity above the required level.

Nasdaq will continue monitoring compliance and may delist the company if the Form 10-Q for the period ended December 31, 2025 does not evidence compliance with the stockholders’ equity requirement. Future disclosures around that quarterly report will clarify whether the remediation is sufficient under Nasdaq rules.

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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

Date of Report (Date of earliest event reported): January 30, 2026

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 8.01. Other Events.

Nasdaq Compliance

As previously disclosed, on December 1, 2025, Senmiao Technology Limited (the “Company”) received a notification letter from The Nasdaq Stock Market LLC (“Nasdaq”), which notified the Company of its non-compliance with the minimum stockholders’ equity requirement, as outlined in the Nasdaq Listing Rules (the “Rules”) for continued listing on the Nasdaq stock exchange. Under Rule 5550(b)(1), the Company is required to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing. The Company reported a stockholder’s equity of ($132,073) as of September 30, 2025, and as of November 30, 2025, the Company did not meet the alternative continued listing standards of market value of listed securities or net income from continuing operations. Under the Rules, the Company was given 45 calendar days to submit a plan to regain compliance.

As previously disclosed, on December 31, 2025, the Company entered into certain acquisition agreement (the “Acquisition Agreement”) with Hu Mao Sheng Tang Holdings Limited, a non-affiliated Hong Kong company(the “HMST’ or “Purchaser”), pursuant to which the Company agreed to spin off 100% of the equity interests of its subsidiaries Sichuan Senmiao Yicheng Asset Management Co., Ltd.(“Yicheng”), and Sichuan Senmiao Zecheng Business Consulting Co., Ltd. and its affiliates (collectively as “Zecheng”), to the Purchaser (the “Disposition”).

On January 15, 2026, the Company submitted a compliance plan to Nasdaq reporting the completion of the Disposition on December 31, 2025. Following the completion of the Disposition, the Company believes that it has exceeded the minimum shareholders’ equity requirement of $2,500,000, as set forth in Rule 5550(b)(1), thereby remediating the deficiency.

As of the date of this report, the Company believes it has regained compliance with the stockholders’ equity requirement based upon the consummation of the Disposition.

Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement. If the Company fails to evidence compliance upon filing its quarterly report on Form 10-Q for the period ended December 31, 2025, with the U.S. Securities and Exchange Commission and the Nasdaq, the Company may be subject to delisting.

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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, thereunto duly authorized.

Dated: January 30, 2026

	Senmiao Technology Limited
	By:	/s/ Ronggang (Jonathan) Zhang
	Name:	Ronggang (Jonathan) Zhang
	Title:	Chief Executive Officer

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FAQ

What Nasdaq compliance issue did Senmiao Technology Limited (AIHS) face?

Senmiao Technology Limited received a Nasdaq notice on its non-compliance with the minimum stockholders’ equity requirement of $2,500,000 under Rule 5550(b)(1). As of September 30, 2025, it reported stockholders’ equity of ($132,073) and did not meet alternative market value or net income standards.

How did Senmiao Technology Limited (AIHS) attempt to regain Nasdaq compliance?

Senmiao sought to regain compliance by spinning off 100% of the equity interests in subsidiaries Yicheng and Zecheng to Hu Mao Sheng Tang Holdings Limited. It completed this Disposition on December 31, 2025 and submitted a compliance plan to Nasdaq on January 15, 2026 describing this transaction.

Does Senmiao Technology Limited (AIHS) believe it now meets Nasdaq’s equity requirement?

Following the Disposition of Yicheng and Zecheng, Senmiao believes it now exceeds Nasdaq’s $2,500,000 minimum stockholders’ equity requirement under Rule 5550(b)(1). The company states it believes it has regained compliance based on the consummation of this transaction and has informed Nasdaq accordingly.

What ongoing Nasdaq risks does Senmiao Technology Limited (AIHS) disclose?

Senmiao discloses that Nasdaq will continue monitoring its stockholders’ equity. If the company fails to demonstrate compliance in its Form 10-Q for the period ended December 31, 2025, Nasdaq may proceed with delisting. This ties the compliance outcome to the financial figures reported in that quarterly filing.

Which subsidiaries did Senmiao Technology Limited (AIHS) spin off in the Disposition?

Senmiao agreed to spin off 100% of the equity interests of Sichuan Senmiao Yicheng Asset Management Co., Ltd. and Sichuan Senmiao Zecheng Business Consulting Co., Ltd. and its affiliates. These entities, together referred to as Yicheng and Zecheng, were transferred to Hu Mao Sheng Tang Holdings Limited, a non-affiliated Hong Kong company.

When did Senmiao Technology Limited (AIHS) complete the Disposition related to its Nasdaq plan?

Senmiao completed the Disposition of its Yicheng and Zecheng subsidiaries on December 31, 2025. It then submitted a compliance plan to Nasdaq on January 15, 2026, reporting this completion as part of its effort to address the previously disclosed stockholders’ equity deficiency.