[6-K] Kaixin Holdings Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Kaixin Holdings is implementing a 1-for-30 share consolidation of its issued and unissued Class A and Class B ordinary shares, following shareholder approval at its September 13, 2025 annual meeting. Any fractional shares created by the consolidation will be rounded up to one whole ordinary share, so no shareholder is left with a fraction.

The company’s Class A ordinary shares are expected to begin trading on a post-consolidation basis on The Nasdaq Capital Market at the open of trading on December 1, 2025, continuing under the ticker symbol KXIN. The consolidation has been reflected in Kaixin’s seventh amended and restated memorandum and articles of association filed in the Cayman Islands, and the company has issued a press release describing these changes.

Insights

Equity Structure Analyst

Kaixin is consolidating its shares 1-for-30 with rounding up of fractions.

Kaixin Holdings has approved and set a share consolidation ratio of 1-for-30 for its Class A and Class B ordinary shares. This means every 30 existing shares will be combined into 1 new share, with any resulting fraction rounded up to one full share for each holder. The move follows prior shareholder authorization that allowed a range of consolidation ratios.

The Class A shares are expected to begin trading on a post-consolidation basis on Nasdaq on December 1, 2025, while keeping the KXIN ticker. A consolidation like this typically reduces the number of shares outstanding while increasing the trading price per share proportionally, without changing total shareholder value at the moment it takes effect.

The consolidation is now embedded in the company’s seventh amended and restated memorandum and articles of association filed in the Cayman Islands, indicating it is a formal and completed corporate action. Subsequent disclosures and trading after December 1, 2025 will show how the market responds to the new share structure.

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 November 2025

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 ¨

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

As previously disclosed on September 16, 2025, Kaixin Holdings (the “Company”) held its annual general meeting on September 13, 2025 (the “Meeting”) and, at the Meeting, the Company’s shareholders approved, inter alia, that (a) a share consolidation (the “Share Consolidation”) of the Company’s issued and unissued Class A and Class B ordinary shares at a ratio of not less than 1-for-2 and not more than 1-for-99 (the “Range”), with the exact ratio to be set at a whole number within this Range to be determined by the board of the directors of the Company (the “Board”) in its sole discretion within 360 calendar days after the date of passing of such resolution; and (b) any fractional shares resulting from such Share Consolidation will be rounded up to one ordinary share.

The Board subsequently fixed the consolidation ratio for the Share Consolidation at 1-for-30. The Company’s class A ordinary shares are expected to begin trading on a post-consolidation basis at the open of the market session on December 1, 2025. Upon the market opening on December 1, 2025, the Company’s class A ordinary shares will continue to be traded on The Nasdaq Capital Market under the symbol “KXIN” with the new CUSIP number G5223X167.

The Share Consolidation was reflected in the seventh amended and restated memorandum and articles of association of the Company (the “A&R M&A”) which was filed with the General Registry of Cayman Islands on September 30, 2025. A copy of the A&R M&A is attached hereto as Exhibit 3.1 and incorporated by reference.

On November 25, 2025, the Company issued a press release announcing the foregoing matters. A copy of the press release is filed as Exhibit 99.1 to this report on Form 6-K and is incorporated herein by reference.

INCORPORATION BY REFERENCE

The information contained in this Form 6-K and any exhibits hereto shall be deemed filed with the Securities and Exchange Commission (“SEC”) solely for purposes of incorporation by reference into and as part of the registration statements on Form F-3 (File No. 333-272954) and Form S-8 (File No. 333-291281) of the registrant on file with the SEC.

EXHIBIT INDEX

Exhibit		Description
3.1		Seventh Amended and Restated Memorandum and Articles of Association of Kaixin Holdings (incorporated by reference to Exhibit 4.1 to our current report on Form S-8 (File No. 333-291281) filed with SEC on November 5, 2025
99.1		Press Release: Kaixin Holdings Announces Share Consolidation dated November 25, 2025

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.

Date: November 25, 2025	Kaixin Holdings
	By:	/s/ Yi Yang
	Name:	Yi Yang
	Title:	Chief Financial Officer

FAQ

What did Kaixin Holdings (KXIN) announce in this Form 6-K?

Kaixin Holdings announced that its board has set a 1-for-30 share consolidation ratio for its Class A and Class B ordinary shares, following prior shareholder approval, and that the change has been formally adopted in its amended and restated memorandum and articles of association.

What is the share consolidation ratio for Kaixin Holdings (KXIN)?

Kaixin Holdings set its share consolidation ratio at 1-for-30, meaning every 30 existing Class A or Class B ordinary shares will be combined into 1 new share.

When will Kaixin Holdings shares start trading on a post-consolidation basis?

Kaixin Holdings’ Class A ordinary shares are expected to begin trading on a post-consolidation basis on The Nasdaq Capital Market at the open of the market session on December 1, 2025.

What happens to fractional shares in the Kaixin Holdings share consolidation?

Any fractional shares created by the 1-for-30 consolidation will be rounded up to one ordinary share, so shareholders will not hold fractional shares after the consolidation.

Will Kaixin Holdings keep its Nasdaq ticker symbol after the consolidation?

Yes. After the 1-for-30 share consolidation becomes effective for trading, Kaixin Holdings’ Class A ordinary shares will continue to trade on Nasdaq under the symbol KXIN.

Was the Kaixin Holdings share consolidation approved by shareholders?

Yes. At the September 13, 2025 annual general meeting, shareholders approved a share consolidation within a specified ratio range, and the board later fixed the exact ratio at 1-for-30.

How has Kaixin Holdings formalized the share consolidation legally?

The 1-for-30 share consolidation is reflected in Kaixin Holdings’ seventh amended and restated memorandum and articles of association, which were filed with the General Registry of the Cayman Islands, and the company also issued a press release describing the action.