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~~ 30April 23, 2026

SENMIAO TECHNOLOGY LIMITED (Exact name of registrant as specified in its charter)

(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)

(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 1.01~~. Other~~ ~~Events~~Entry into a Material Definitive Agreement.

~~Nasdaq Compliance~~Units Private Placement

~~As previously~~On ~~disclosed,~~April ~~on December 1~~23, ~~2025~~2026, Senmiao Technology Limited (the “Company”) ~~received~~entered into a ~~notification~~certain ~~letter~~securities ~~from The~~purchase ~~Nasdaq~~agreement ~~Stock Market LLC~~ (the “~~Nasdaq~~SPA”), ~~which~~with ~~notified~~certain purchasers (the ~~Company~~“Investors”), ofpursuant ~~its~~to ~~non-compliance~~which ~~with~~ the ~~minimum~~Company ~~stockholders’ equity~~agreed ~~requirement,~~to assell ~~outlined~~an inaggregate ~~the~~of ~~Nasdaq~~up ~~Listing~~to ~~Rules~~10,000,000 units (the “~~Rules~~Units”), each ~~for~~Unit ~~continued~~consisting ~~listing~~of onone ~~the Nasdaq stock exchange. Under Rule 5550~~(~~b)(~~1), ~~the~~share ~~Company~~of isits ~~required~~common ~~to maintain a minimum of $2~~stock,~~500,000~~ inpar ~~stockholders’~~value ~~equity for continued listing~~$0. ~~The~~0001 ~~Company~~per ~~reported~~share a(“Common ~~stockholder’s~~Stock”), ~~equity~~and offour (~~$132,073~~4) warrants as(each, ofa ~~September 30~~“Warrant”), ~~2025,~~each ~~and~~to aspurchase ofone ~~November~~(1) ~~30,~~share ~~2025,~~of ~~the~~Common ~~Company~~Stock ~~did not meet~~ (the ~~alternative~~“Offering”), ~~continued~~at ~~listing~~a purchase ~~standards~~price of ~~market~~$1.10 ~~value~~per ofUnit. ~~listed~~The ~~securities~~aggregate orgross ~~net~~proceeds ~~income~~to ~~from~~the ~~continuing~~Company ~~operations.~~from ~~Under~~ the ~~Rules~~Offering, ~~the~~if ~~Company~~all ~~was~~Units ~~given~~are 45sold, ~~calendar~~will ~~days~~be ~~to submit a plan to regain compliance~~approximately $11,000,000.

~~As previously~~Each ~~disclosed,~~Warrant onis ~~December~~exercisable ~~31,~~at ~~2025,~~a ~~the~~price ~~Company~~of ~~entered into certain acquisition agreement (the “Acquisition Agreement”)~~$1.46 ~~with~~per Hushare ~~Mao~~of ~~Sheng~~Common ~~Tang Holdings Limited~~Stock, asubject ~~non-affiliated~~to ~~Hong Kong company(the “HMST’ or “Purchaser”)~~adjustment, ~~pursuant to~~at ~~which~~any ~~the~~time ~~Company~~on ~~agreed~~or toafter ~~spin off 100% of~~ the ~~equity~~Initial ~~interests~~Exercise ofDate ~~its subsidiaries Sichuan Senmiao Yicheng Asset Management Co., Ltd.(“Yicheng”),~~ and ~~Sichuan~~on ~~Senmiao~~or ~~Zecheng~~prior ~~Business~~to ~~Consulting~~5:00 Cop.~~, Ltd~~m. ~~and its affiliates~~ (~~collectively~~New York asCity ~~“Zecheng”~~time)~~, to~~ on the ~~Purchaser~~Termination ~~(the~~Date ~~“Disposition”)~~in 2031.

OnEach Investor has represented that it is either ~~January~~(i) ~~15,~~an ~~2026,~~“accredited ~~the~~investor” ~~Company~~as ~~submitted~~defined in Rule 501(a)(1), ~~compliance~~(a)(2), ~~plan~~(a)(3), to(a)(7) ~~Nasdaq~~or ~~reporting~~(a)(8) under the ~~completion~~Securities Act of ~~the~~1933, as ~~Disposition~~amended on(the ~~December~~“Securities 31Act”), ~~2025.~~or (ii) a “sophisticated investor” as defined in Rules 501 and 506(b)(2) ~~Following~~under the ~~completion~~Securities ofAct. ~~the~~Each ~~Disposition,~~Investor is acquiring the ~~Company~~Units ~~believes~~for ~~that~~investment itpurposes ~~has~~for ~~exceeded~~its ~~the~~own ~~minimum~~account ~~shareholders’~~and ~~equity~~not ~~requirement~~with a view to a distribution of $2all or any part thereof. The parties to the SPA have each made customary representations,~~500~~ warranties and covenants,~~000~~ including, asamong other ~~set~~things, ~~forth~~(a) inthe ~~Rule~~absence ~~5550~~of any material adverse effect, and (b)~~(1),~~ ~~thereby~~the ~~remediating~~absence of legal proceedings that affect the ~~deficiency~~completion of the transactions contemplated by the SPA.

~~As of~~Assuming the ~~date~~accuracy of ~~this~~each ~~report~~Investor’s representations and warranties, no registration under the ~~Company~~Securities ~~believes~~Act itis ~~has~~required ~~regained~~for ~~compliance~~the ~~with~~offer and sale of the ~~stockholders’~~Units ~~equity~~by ~~requirement~~the ~~based~~Company ~~upon~~to the Investors as contemplated by the ~~consummation~~SPA. The Units are being offered and sold in reliance on an exemption provided by Regulation D of the ~~Disposition~~Securities Act.

~~Nasdaq will~~The ~~continue~~net toproceeds ~~monitor~~from the ~~Company’s~~sale ~~ongoing~~of ~~compliance with~~ the ~~stockholders’~~Units ~~equity~~shall be ~~requirement.~~used Ifby the Company ~~fails to evidence compliance upon filing its quarterly report on Form 10-Q~~ for ~~the~~working ~~period~~capital ~~ended December 31, 2025, with the U.S. Securities~~ and ~~Exchange~~general ~~Commission~~corporate ~~and the Nasdaq, the Company may be subject to delisting~~purposes.

1 The consummation of the Offering is subject to various closing conditions, including, among others, receipt of stockholder approval at the Company’s next meeting of stockholders for the issuance of the Units. The closing of the Offering shall occur upon the satisfaction or waiver of all such closing conditions.

~~SIGNATURES~~The form of the SPA and the form of the Warrant are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, and such documents are incorporated herein by reference. The foregoing is only a brief description of the material terms of the SPA and the Warrant, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibits.

~~Pursuant to~~Item ~~the~~9.01 ~~requirements~~Financial ofStatements ~~the~~and ~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized~~Exhibits.

~~Dated:~~(d) ~~January 30, 2026~~Exhibits.

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

Exhibit No.		Description
10.1		Form of Common Stock Securities Purchase Agreement
10.2		Form of Warrant
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2 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: April 24, 2026	By:	/s/ Ronggang (Jonathan) Zhang
	Name:	Ronggang (Jonathan) Zhang
	Title:	Chief Financial Officer

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