Kaixin updates share terms for Smile Auto deal

Rhea-AI Filing Summary

Kaixin Holdings reports an update to its planned acquisition of Zhejiang Ordinary Smile Auto Sales Co., Ltd. Kaixin had previously agreed that its subsidiary would acquire the target company in exchange for up to 15 million newly issued Class A ordinary shares to the seller.

Following a 1-for-15 share consolidation of its Class A and Class B ordinary shares effective March 13, 2026, Kaixin will now issue an additional 14 million newly issued Class A ordinary shares to the seller. These additional shares will be held in escrow and released only if five-year performance targets in the purchase agreement are met, tying part of the consideration directly to the acquired business’s longer-term results.

Insights

Equity capital markets analyst

Kaixin ties extra acquisition shares to five-year performance, potentially aligning incentives but increasing possible dilution.

The company is proceeding with its previously announced acquisition of Zhejiang Ordinary Smile Auto Sales, but now adds 14 million Class A shares as additional consideration after a 1-for-15 share consolidation. These shares are placed in escrow and linked to five-year performance targets.

This structure means the seller receives full value only if the acquired business meets agreed milestones, which can better align interests between Kaixin and the seller. At the same time, the total potential share issuance for the deal is sizable, so the net impact for shareholders will depend on both performance against targets and any future disclosures on shares outstanding.

Key Figures

Initial share consideration: 15 million Class A shares Share consolidation ratio: 1-for-15 Additional escrowed shares: 14 million Class A shares +2 more

5 metrics

Initial share consideration 15 million Class A shares Up to 15 million newly issued Class A ordinary shares as acquisition consideration

Share consolidation ratio 1-for-15 Consolidation of issued and unissued Class A and Class B ordinary shares effective March 13, 2026

Additional escrowed shares 14 million Class A shares Additional newly issued Class A ordinary shares to seller, held in escrow

Performance period five years Escrowed shares released subject to five-year performance targets in purchase agreement

Registration statements Form F-3 & Form S-8 This report incorporated by reference into Form F-3 No. 333-272954 and Form S-8 No. 333-291281

Key Terms

share consolidation, escrow, five-year-performance targets, incorporated by reference, +1 more

5 terms

share consolidation financial

"On March 13, 2026, the Company effected a 1-for-15 share consolidation of its issued and unissued Class A and Class B ordinary shares"

Share consolidation is a process where a company reduces the total number of its shares by combining multiple existing shares into a smaller number of higher-value shares. This can make each share more expensive and potentially improve the company’s image. For investors, it often means their ownership remains the same, but the value of each share increases, which can influence how the stock is perceived and traded.

escrow financial

"the Company will issue an additional 14 million newly issued Class A ordinary shares to the Seller, which shall be held in escrow"

A neutral third party holds money, documents, or assets until both sides in a transaction meet agreed conditions, like a safety deposit box that only opens when everyone fulfills the rules. For investors, escrow reduces risk and increases certainty by ensuring payments or shares are released only when contractual steps are completed, which affects deal timing, legal protection, and the likelihood that a transaction will close as planned.

five-year-performance targets financial

"held in escrow and be released subject to the five-year-performance targets as set forth in the Purchase Agreement"

incorporated by reference regulatory

"shall be deemed to be incorporated by reference into the registration statements on Form F-3 and Form S-8"

safe harbor regulatory

"These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995"

Safe harbor is a rule that protects companies or individuals from legal trouble if they follow certain guidelines or procedures. It’s like having a safety net that allows them to act without fear of punishment, as long as they stick to the rules. This helps encourage honest behavior and clear standards in financial and legal activities.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction does Kaixin Holdings (KXIN) describe in this Form 6-K?

Kaixin Holdings describes progress on acquiring Zhejiang Ordinary Smile Auto Sales Co., Ltd. The deal uses newly issued Class A ordinary shares as consideration, reflecting an equity-based purchase structure rather than an all-cash acquisition, and builds on terms first disclosed in December 2025.

How many Kaixin Class A shares are linked to the Smile Auto acquisition?

Kaixin initially agreed to issue up to 15 million newly issued Class A ordinary shares as consideration. After a subsequent 1-for-15 share consolidation, the company will also issue an additional 14 million newly issued Class A ordinary shares to the seller, subject to escrow and performance conditions.

What is the purpose of the additional 14 million Kaixin shares issued to the seller?

The additional 14 million newly issued Class A ordinary shares will be held in escrow for the seller. They are scheduled for release only if five-year performance targets in the purchase agreement are achieved, linking part of the purchase price to the acquired business’s longer-term operating results.

How did Kaixin’s 1-for-15 share consolidation affect this acquisition?

Kaixin completed a 1-for-15 share consolidation of its Class A and Class B ordinary shares on March 13, 2026. Following this consolidation, the company determined it will issue an additional 14 million Class A shares in escrow to the seller, adjusting the equity consideration structure for the Smile Auto acquisition.

Where can investors find the full terms of Kaixin’s Smile Auto purchase agreement?

Investors can review the full purchase agreement as Exhibit 99.1 to Kaixin’s Form 6-K filed on December 2, 2025. The current report provides only a brief description and incorporates that earlier Form 6-K by reference for complete rights and obligations of the parties.

How is this Kaixin Form 6-K used in relation to existing registration statements?

This Form 6-K, including its exhibits, is incorporated by reference into Kaixin’s registration statements on Form F-3 (File No. 333-272954) and Form S-8 (File No. 333-291281. From the filing date, it becomes part of those registration statements unless later filings supersede it.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/10/2026 - 04:13 PM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026

Commission File Number: 001-38261

Kaixin Holdings

(Registrant’s name)

Complex Building Room 211

18 Dong Quan Avenue

Luoyang Town, Taishun County

Wenzhou, Zhejiang Province

People’s Republic of China

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x   Form 40-F ¨

CONTENTS

Acquisition of Zhejiang Ordinary Smile Auto Sales Co., Ltd.

As previously disclosed, on December 2, 2025, Kaixin Holdings (“Kaixin” or “the Company”) entered into a securities purchase agreement with Zhejiang Kaixin Auto Co., Ltd. (the “Purchaser”), the sole shareholder (the “Seller”) of the Target Company and Escrow Agent, pursuant to which the Purchaser agreed to acquire the Sale Shares in Zhejiang Ordinary Smile Auto Sales Co., Ltd. (the “Target Company”). In return, the Company agreed to issue up to an aggregate of 15 million newly issued Class A ordinary shares to the Seller as consideration. Capitalized terms used and not defined herein shall have the meanings set forth in the Form 6-K of the Company filed with the Securities Exchange Commission on December 2, 2025.

On March 13, 2026, the Company effected a 1-for-15 share consolidation of its issued and unissued Class A and Class B ordinary shares, which was approved by the Company’s shareholders at the annual general meeting of the Company on February 22, 2026 (the “Share Consolidation”).

As a result of the Share Consolidation, the Company will issue an additional 14 million newly issued Class A ordinary shares to the Seller, which shall be held in escrow and be released subject to the five-year-performance targets as set forth in the Purchase Agreement.

The foregoing is only a brief description of the material terms of the Purchase Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder. Such description is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 99.1 to the Form 6-K of the Company filed with the Securities Exchange Commission on December 2, 2025 and is incorporated herein by reference. This content does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Incorporation By Reference

This Report on Form 6-K and any exhibits hereto shall be deemed to be incorporated by reference into the registration statements on Form F-3 (File No. 333-272954) and Form S-8 (File No. 333-291281) of the registrant and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

Safe Harbor Statement

This Report may contain forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar statements. Kaixin may also make written or oral forward-looking statements in its filings with the U.S. Securities and Exchange Commission ("SEC"), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. These forward-looking statements and their implications are based on the current expectations of the management of the Company only and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Except as otherwise required by law, the Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” in the Company’ annual report on Form 20-F for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission, or SEC, which is available on the SEC’s website, www.sec.gov, and in subsequent filings made by the Company with the SEC.

SIGNATURES

Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Kaixin Holdings
Date: April 10, 2026	By:	/s/ Yi Yang
	Name:	Yi Yang
	Title:	Chief Financial Officer