{"url_path":"/sec/aihs/10-q/2026/item-1","section_key":"item-1","section_title":"Item 1 Unaudited Condensed Consolidated Financial Statements","topic":"sec","document":{"doc_type":"10-Q/A","doc_date":"2026-06-30","source_url":"https://www.sec.gov/Archives/edgar/data/1711012/0001213900-26-073678-index.html","accession_number":"0001213900-26-073678","cik":"0001711012","ticker":"AIHS","issuer_name":"Senmiao Technology Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1711012/0001213900-26-073678-index.html","primary_entity_key":"0001711012","primary_entity_name":"Senmiao Technology Ltd"},"word_count":18017,"has_tables":true,"body_markdown":"Item 1. Unaudited Condensed Consolidated Financial Statements\n\n \n\nSENMIAO TECHNOLOGY LIMITED\n\nUNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS\n\n(Expressed in U.S. dollar, except for the number\nof shares)\n\n \n\n  \nDecember 31,  \nMarch 31, \n\n  \n2025  \n2025 \n\n  \n(Unaudited)  \n(Unaudited) \n\n  \n(As Restated)  \n  \n\nCurrent assets \n    \n   \n\nCash and cash equivalents $3,508,226  $701,302 \n\nAccounts receivable  1,213   8,963 \n\nFinance lease receivables, current  72,543   166,339 \n\nPrepayments, other receivables and other current assets  749,655   781,587 \n\nDue from a related party, net, current  —   81,098 \n\nCurrent assets - discontinued operations  —   499,473 \n\nTotal current assets  4,331,637   2,238,762 \n\n  \n    \n   \n\nProperty and equipment, net  1,027,780   1,649,987 \n\n  \n    \n   \n\nOther assets \n    \n   \n\nOperating lease right-of-use assets, net, a related party  55,824   6,910 \n\nIntangible assets, net  318,750   375,000 \n\nFinance lease receivables, non-current  7,176   23,193 \n\nDue from a related party, net, non-current  —   422,064 \n\nOther assets - discontinued operations  —   1,084,876 \n\nTotal other assets  381,750   1,912,043 \n\n  \n    \n   \n\nTotal assets $5,741,167  $5,800,792 \n\n  \n    \n   \n\nLIABILITIES, MEZZANINE EQUITY AND EQUITY/DEFICIT \n    \n   \n\nCurrent liabilities \n    \n   \n\nAccounts payable $102,190  $124,470 \n\nAdvances from customers  82,356   103,897 \n\nAccrued expenses and other liabilities  1,562,117   1,771,072 \n\nDue to a related party  142,998   414 \n\nOperating lease liabilities, current - a related party  46,295   10,365 \n\nDerivative liabilities  4,924,533   84,591 \n\nCurrent liabilities - discontinued operations  —   3,123,363 \n\nTotal current liabilities  6,860,489   5,218,172 \n\n  \n    \n   \n\nOther liabilities \n    \n   \n\nOperating lease liabilities, non-current - a related party  10,211   — \n\nTotal other liabilities  10,211   — \n\n  \n    \n   \n\nTotal liabilities  6,870,700   5,218,172 \n\n  \n    \n   \n\nCommitments and contingencies (note 16)        \n\n  \n    \n   \n\nMezzanine Equity \n    \n   \n\nSeries A convertible preferred stock (par value $1,000 per share, 5,000 shares authorized; 262 and 991 shares issued and outstanding at December 31, 2025 and March 31, 2025, respectively)  42,943   234,364 \n\n  \n    \n   \n\nStockholders’ deficit \n    \n   \n\nCommon stock (par value $0.0001 per share, 50,000,000 shares authorized; 4,557,489 and 1,051,804 shares issued and outstanding at December 31, 2025 and March 31, 2025, respectively) *  456   105 \n\nAdditional paid-in capital  45,397,481   43,951,069 \n\nAccumulated deficit  (49,055,747)  (45,109,573)\n\nAccumulated other comprehensive loss  (869,464)  (1,697,164)\n\nTotal Senmiao Technology Limited stockholders’ deficit  (4,527,274)  (2,855,563)\n\n  \n    \n   \n\nNon-controlling interests  3,354,798   3,203,819 \n\n  \n    \n   \n\nTotal (deficit) equity  (1,172,476)  348,256 \n\n  \n    \n   \n\nTotal liabilities, mezzanine equity and equity/deficit $5,741,167  $5,800,792 \n\n \n\n* Giving retroactive effect to the 1-for-10 reverse stock split effected on July 29, 2025\n\n \n\nThe accompanying notes are an integral part of\nthe unaudited condensed consolidated financial statements\n\n \n\n1\n\n \n\n \n\nSENMIAO TECHNOLOGY LIMITED\n\nUNAUDITED CONDENSED CONSOLIDATED STATEMENTS\nOF OPERATIONS AND COMPREHENSIVE LOSS\n\n(Expressed in U.S. dollar, except for the number\nof shares)\n\n \n\n  \nFor the Three Months Ended\n\nDecember 31,  \nFor the Nine Months Ended\n\nDecember 31, \n\n  \n2025  \n2024  \n2025  \n2024 \n\n  \n(Unaudited)  \n(Unaudited)  \n(Unaudited)  \n(Unaudited) \n\n  \n(As Restated)  \n   \n(As Restated)  \n  \n\nRevenues $358,684  $451,447  $1,219,628  $1,476,238 \n\nCost of revenues  (309,204)  (345,518)  (994,987)  (1,020,326)\n\nGross profit  49,480   105,929   224,641   455,912 \n\n  \n    \n    \n    \n   \n\nOperating expenses \n    \n    \n    \n   \n\nSelling, general and administrative expenses  (651,157)  (412,270)  (1,703,676)  (1,420,370)\n\nProvision for credit losses  (244,908)  (104,700)  (427,764)  (199,365)\n\nStock-based compensation  (250,000)  —   (250,000)  — \n\nTotal operating expenses  (1,146,065)  (516,970)  (2,381,440)  (1,619,735)\n\n  \n    \n    \n    \n   \n\nLoss from operations  (1,096,585)  (411,041)  (2,156,799)  (1,163,823)\n\n  \n    \n    \n    \n   \n\nOther (expense) income \n    \n    \n    \n   \n\nOther income, net  230,697   32,232   292,493   65,737 \n\nChange in fair value of derivative liabilities  813,405   121,314   893,714   105,900 \n\nExcess of warrant fair value over offering proceeds  (2,896,455)  —   (2,896,455)  — \n\nTotal other (expense) income, net  (1,852,353)  153,546   (1,710,248)  171,637 \n\n  \n    \n    \n    \n   \n\nLoss before income tax expense  (2,948,938)  (257,495)  (3,867,047)  (992,186)\n\n  \n    \n    \n    \n   \n\nIncome tax expense  —   —   —   — \n\n  \n    \n    \n    \n   \n\nNet Loss from continuing operations  (2,948,938)  (257,495)  (3,867,047)  (992,186)\n\n  \n    \n    \n    \n   \n\nDiscontinued operations: \n    \n    \n    \n   \n\nLoss before income taxes from operations of discontinued operations  (447,310)  (325,883)  (529,369)  (1,181,748)\n\nGain on disposal of discontinued operations  426,766   —   426,766   397,775 \n\nIncome tax benefits  —   —   —   4,510 \n\nNet loss from discontinued operations  (20,544)  (325,883)  (102,603)  (779,463)\n\n  \n    \n    \n    \n   \n\nNet loss  (2,969,482)  (583,378)  (3,969,650)  (1,771,649)\n\n  \n    \n    \n    \n   \n\nNet (income) loss attributable to non-controlling interests  (163,552)  18,063   23,476   (178,535)\n\n  \n    \n    \n    \n   \n\nNet loss attributable to the Company’s stockholders $(3,133,034) $(565,315) $(3,946,174) $(1,950,184)\n\n  \n    \n    \n    \n   \n\nNet loss $(2,969,482)  (583,378)  (3,969,650)  (1,771,649)\n\n  \n    \n    \n    \n   \n\nOther comprehensive loss \n    \n    \n    \n   \n\nForeign currency translation adjustment  (171,093)  (138,657)  (188,025)  (51,870)\n\n  \n    \n    \n    \n   \n\nComprehensive loss  (3,140,575)  (722,035)  (4,157,675)  (1,823,519)\n\n  \n    \n    \n    \n   \n\nless: Total comprehensive income (loss) attributable to non-controlling interests  15,016   (14,722)  (172,293)  237,927 \n\n  \n    \n    \n    \n   \n\nTotal comprehensive loss attributable to stockholders $(3,155,591) $(707,313) $(3,985,382) $(2,061,446)\n\n  \n    \n    \n    \n   \n\nWeighted average number of common stock* \n    \n    \n    \n   \n\nBasic and diluted  3,562,698   1,052,122   2,051,729   1,052,122 \n\nLoss per share - basic and diluted*  (0.88)  (0.54)  (1.92)  (1.85)\n\n  \n    \n    \n    \n   \n\nLoss per share - basic and diluted \n    \n    \n    \n   \n\nContinuing operations $(0.87) $(0.23) $(1.87) $(1.11)\n\nDiscontinued operations $(0.01) $(0.31) $(0.05) $(0.74)\n\n \n\n* Giving retroactive effect to the 1-for-10 reverse stock split effected on July 29, 2025\n\n \n\nThe accompanying notes are an integral part of\nthe unaudited condensed consolidated financial statements\n\n \n\n2\n\n \n\n \n\nSENMIAO TECHNOLOGY LIMITED\n\nUNAUDITED CONDENSED CONSOLIDATED STATEMENTS\nOF CHANGES IN EQUITY\n\nFor the Nine Months Ended December 31, 2025\nand 2024\n\n(Expressed in U.S. dollar, except for the number\nof shares)\n\n \n\n  \nFor the Nine Months Ended December 31, 2024 \n\n  \n   \n   \n   \n   \nAccumulated  \n   \n  \n\n  \n   \n   \nAdditional  \n   \nother  \nNon-  \n  \n\n  \nCommon stock  \npaid-in  \nAccumulated  \ncomprehensive  \ncontrolling  \nTotal \n\n  \nShares*  \nPar value  \ncapital  \ndeficit  \nloss  \ninterest  \nequity \n\nBALANCE, March 31, 2024  1,051,804  $105  $43,951,069  $(41,384,268) $(1,672,005) $3,159,103  $4,054,004 \n\nNet loss  —   —   —   (673,420)  —   (89,398)  (762,818)\n\nForeign currency translation adjustment  —   —   —   —   (62,320)  29,284   (33,036)\n\nBALANCE, June 30, 2024 (Unaudited)  1,051,804  $105  $43,951,069  $(42,057,688) $(1,734,325) $3,098,989  $3,258,150 \n\nNet (loss) income  —   —   —   (711,449)  —   285,996   (425,453)\n\nForeign currency translation adjustment  —   —   —   —   93,056   26,767   119,823 \n\nBALANCE, September 30, 2024 (Unaudited)  1,051,804  $105  $43,951,069  $(42,769,137) $(1,641,269) $3,411,752  $2,952,520 \n\nNet loss  —   —   —   (565,315)  —   (18,063)  (583,378)\n\nForeign currency translation adjustment  —   —   —   —   (141,998)  3,341   (138,657)\n\nBALANCE, December 31, 2024 (Unaudited)  1,051,804  $105  $43,951,069  $(43,334,452) $(1,783,267) $3,397,030  $2,230,485 \n\n \n\n \n \nFor the Nine Months Ended December 31, 2025\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \nAccumulated\n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \nAdditional\n \n \n \n \n \nother\n \n \nNon-\n \n \nTotal\n \n\n \n \nCommon stock\n \n \npaid-in\n \n \nAccumulated\n \n \ncomprehensive\n \n \ncontrolling\n \n \nEquity\n \n\n \n \nShares*\n \n \nPar value\n \n \ncapital\n \n \ndeficit\n \n \nloss\n \n \ninterest\n \n \n(Deficit)\n \n\n \n \n \n \n \n \n \n \n(As Restated)\n \n \n(As Restated)\n \n \n \n \n \n \n \n \n(As Restated)\n \n\nBALANCE, March 31, 2025  1,051,804  $105  $43,951,069  $(45,109,573) $(1,697,164) $3,203,819  $348,256 \n\nNet loss  —   —   —   (164,397)  —   (112,041)  (276,438)\n\nExercise of November 2021 Private Placement Warrants  20,000   2   225,998   —   —   —   226,000 \n\nFair value of derivative liabilities upon exercise of warrants  —   —   3,196   —   —   —   3,196 \n\nConversion of preferred stock into common stock  36,471   4   191,417   —   —   —   191,421 \n\nAdditional shares of common stock round up adjustment due to retroactive effect of 1-for-10 reverse stock split  37   —   —   —   —   —   — \n\nForeign currency translation adjustment  —   —   —   —   (43,522)  (438)  (43,960)\n\nBALANCE, June 30, 2025 (Unaudited)  1,108,312  $111  $44,371,680  $(45,273,970) $(1,740,686) $3,091,340  $448,475 \n\nNet loss  —   —   —   (648,743)  —   (74,987)  (723,730)\n\nExercise of November 2021 Private Placement Warrants  53,357   5   115,246   —   —   —   115,251 \n\nCashless exercise of November 2021 Investor warrants into common stock  1,345,820   135   (135)  —   —   —   — \n\nFair value of derivative liabilities upon exercise of warrants  —   —   903   —   —   —   903 \n\nForeign currency translation adjustments  —   —   —   —   26,871   157   27,028 \n\nBALANCE, September 30, 2025 (Unaudited)  2,507,489  $251  $44,487,694  $(45,922,713) $(1,713,815) $3,016,510  $(132,073)\n\nNet loss  —   —   —   (3,133,034)  —   163,552   (2,969,482)\n\nIssuance of common stock in PIPE Offering, net of issuance costs  500,000   50   659,942   —   —   —   659,992 \n\nIssuance of common stock for consulting services  200,000   20   249,980   —   —   —   250,000 \n\nIssuance of common stock and pre-funded warrants in registered direct offering and concurrent private placement warrants  1,350,000   135   (135)  —   —   —   — \n\nForeign currency translation adjustments  —   —   —   —   (22,557)  (148,536)  (171,093)\n\nDeconsolidation of discontinued operations  —   —   —   —   866,908   323,272   1,190,180 \n\nBALANCE, December 31, 2025 (Unaudited)  4,557,489  $456  $45,397,481  $(49,055,747) $(869,464) $3,354,798  $(1,172,476)\n\n \n\n* Giving retroactive effect to the 1-for-10 reverse stock split effected on July 29, 2025\n\n \n\nThe accompanying notes are an integral part of\nthe unaudited condensed consolidated financial statements\n\n \n\n3\n\n \n\n \n\nSENMIAO TECHNOLOGY LIMITED\n\nUNAUDITED CONDENSED CONSOLIDATED STATEMENTS\nOF CASH FLOWS\n\n(Expressed in U.S. dollar, except for the number\nof shares)\n\n \n\n  \nFor the Nine Months Ended\n\nDecember 31, \n\n  \n2025  \n2024 \n\n  \n(Unaudited)  \n(Unaudited) \n\n  \n(As Restated)  \n  \n\nCash Flows from Operating Activities: \n   \n  \n\nNet loss $(3,969,650) $(1,771,649)\n\nNet loss from discontinued operations  (102,603)  (779,463)\n\nNet loss from continuing operations  (3,867,047)  (992,186)\n\nAdjustments to reconcile net loss to net cash (used in)\nprovided by operating activities: \n    \n   \n\nDepreciation of property and equipment  659,009   687,984 \n\nStock compensation expense  250,000   — \n\nAmortization of right-of-use assets  29,454   43,639 \n\nAmortization of intangible assets  56,250   56,250 \n\nProvision for credit losses  427,764   199,365 \n\nGain on disposal of equipment  (4,133)  (4,030)\n\nGain from debt forgiveness  (212,581)  — \n\nLoss from lease modification  —   20,449 \n\nExcess of warrant fair value over offering proceeds  2,896,455   — \n\nOffering costs allocable to derivative liabilities  12,575   — \n\nChange in fair value of derivative liabilities  (893,714)  (105,900)\n\nChange in operating assets and liabilities \n    \n   \n\nAccounts receivable  7,900   7,961 \n\nFinance lease receivables  122,092   106,866 \n\nPrepayments, other receivables and other assets  51,505   77,153 \n\nDue from a related party  75,000   — \n\nAccounts payable  (26,344)  78,699 \n\nAdvances from customers  (24,865)  (17,541)\n\nAccrued expenses and other liabilities  (320,127)  209,464 \n\nOperating lease liabilities  —   (7,574)\n\nOperating lease liabilities – a related party  (32,289)  (41,603)\n\nNet Cash (Used in) Provided by Operating Activities from Continuing Operations  (793,096)  318,996 \n\nNet Cash (Used in) Provided by Operating Activities from Discontinued Operations  (465,097)  229,446 \n\nNet Cash (Used in) Provided by Operating Activities  (1,258,193)  548,442 \n\n  \n    \n   \n\nCash Flows from Investing Activities: \n    \n   \n\nPurchases of property and equipment  —   (418)\n\nCash received from disposal of property and equipment  5,710   16,804 \n\nLoan to a related party  (229,469)  — \n\nNet Cash Used in Investing Activities from Continuing Operations  (223,759)  16,386 \n\nNet Cash Provided by Investing Activities from Discontinued Operations  —   (464,594)\n\nNet Cash Used in Investing Activities  (223,759)  (448,208)\n\n  \n    \n   \n\nCash Flows from Financing Activities: \n    \n   \n\nNet proceeds from exercise of November 2021 Private Placement Warrants  341,251   — \n\nNet proceeds from issuance of common stock in PIPE Offering  659,992   — \n\nNet proceeds from issuance of common stock and pre-funded warrants in registered direct offering and concurrent private placement of warrants  2,828,725   — \n\nBorrowings from related parties  277,165   79,872 \n\nRepayments to a related party  (127,514)  — \n\nNet Cash Provided by Financing Activities from Continuing Operations  3,979,619   79,872 \n\nNet Cash Provided by (Used in) Financing Activities from Discontinued Operations  80,100   (97,400)\n\nNet Cash Provided by (Used in) Financing Activities  4,059,719   (17,528)\n\n  \n    \n   \n\nEffect of exchange rate changes on cash, cash equivalents and restricted cash  134,484   71,882 \n\n  \n    \n   \n\nNet increase in cash, cash equivalents and restricted cash  2,712,251   154,588 \n\nCash, cash equivalents and restricted cash, beginning of the period  833,577   794,636 \n\nCash, cash equivalents and restricted cash, end of the period  3,545,828   949,224 \n\nLess: Cash, cash equivalents and restricted cash from discontinued operations  (37,602)  (95,503)\n\nCash and cash equivalents from continuing operations, end of the period  3,508,226   853,721 \n\n  \n    \n   \n\nSupplemental Cash Flow Information \n    \n   \n\nCash paid for interest expense $—  $— \n\nCash paid for income tax $—  $— \n\n  \n    \n   \n\nNon-cash Transaction in Investing and Financing\nActivities \n    \n   \n\nTermination of right-of use assets and lease liabilities $—  $46,762 \n\nRecognition of right-of-use assets and lease liabilities, a related party  76,973   — \n\n \n\nThe following tables provides a reconciliation\nof cash, cash equivalent and restricted cash reported within the unaudited condensed consolidated balance sheets that sum to the total\nof the same amounts shown in the unaudited condensed consolidated statements of cash flows:\n\n \n\n  \nFor the Nine Months Ended\nDecember 31, \n\n  \n2025  \n2024 \n\n  \n(Unaudited)  \n(Unaudited) \n\nCash and cash equivalent from continuing operations, end of the period $3,508,226  $853,721 \n\nCash, cash equivalent and restricted cash from discontinued operations, end of the period $37,602  $95,503 \n\n \n\n  \nFor the Nine Months Ended\n\nDecember 31, \n\n  \n2025  \n2024 \n\n  \n(Unaudited)  \n(Unaudited) \n\nCash and cash equivalent from continuing operations, beginning of the period $701,302  $649,591 \n\nCash and cash equivalent from discontinued operations, beginning of the period $132,275  $142,708 \n\nRestricted cash from discontinued operations, beginning of the period $—  $2,337 \n\n \n\nThe accompanying notes are an integral part of\nthe unaudited condensed consolidated financial statements\n\n \n\n4\n\n \n\n \n\nSENMIAO TECHNOLOGY LIMITED\n\nNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL\nSTATEMENTS\n\n(As Restated)\n\n \n\n1. ORGANIZATION AND PRINCIPAL ACTIVITIES\n\n \n\nSenmiao Technology Limited (the “Company”) is a U.S. holding company incorporated in the State of Nevada on June 8, 2017. The Company operates its business in one segment: automobile transaction and related services focusing on the online ride-hailing industry in the People’s Republic of China (“PRC” or “China”) through the Company’s majority owned subsidiaries, Hunan Ruixi Business Operation Management Co., Ltd., a PRC limited liability company and formerly known as Hunan Ruixi Financial Leasing Co., Ltd. (“Hunan Ruixi”), and Sichuan Jinkailong Automobile Leasing Co., Ltd. (“Jinkailong”), a PRC limited liability company, an equity investee in which the Company holds 35% of the equity interests. The Company also operated the business through its former wholly owned subsidiary, Chengdu Corenel Technology Co., Ltd., a PRC limited liability company (“Corenel”), and its former majority owned subsidiary, Chengdu Jiekai Yunli Technology Co., Ltd., a PRC limited liability company and its subsidiary (“Jiekai”).\n\n \n\nHunan Ruixi holds a business license for automobile sales and has been engaged in automobile sales since January 2019, and Hunan Ruixi held business license for automobile financial leasing and engaged in automobile financial leasing services since March 2019, which has been ceased as of July 31, 2025. The Company also has been engaged in operating leasing services through Hunan Ruixi, Jiekai and its equity investee company, Jinkailong since March 2019. Jinkailong used to facilitate automobile sales and financing transactions for its clients, who are primarily ride-hailing drivers and provides them operating lease and relevant after-transaction services.\n\n \n\nIn December 2025, the Company entered into a certain Acquisition Agreement (the “Sichuan Acquisition Agreement”) with Hu Mao Sheng Tang Holdings Limited., a non-affiliated Hong Kong company (“HMST”). Pursuant to the Sichuan Acquisition Agreement, the Company sold 100% of the equity interests in its former wholly owned subsidiaries, Sichuan Senmiao Yicheng Assets Management Co., Ltd. (“Yicheng”), Sichuan Senmiao Zecheng Business Consulting Co., Ltd. (“Senmiao Consulting”) and its subsidiaries (“Disposed Entities”), to HMST for nil consideration, while the Company undertook certain liabilities of $518,388 which were previously assumed by Disposed Entities (the “Disposition”). On December 31, 2025, the Disposition was completed and the Company disposed of its 100% equity interest in Yicheng and Senmiao Consulting (refer to Note 4). After the Disposition, the Company discontinued its own automobile transaction and related services in Sichuan Province in China.\n\n \n\nThe Company also used to operate online ride-hailing platform services through its own platform (known as Xixingtianxia) from October 2020 to August 2024, through Hunan Xixingtianxia Technology Co., Ltd., a PRC limited liability company (“XXTX”), which was a former wholly owned subsidiary of Senmiao Consulting. The Company’s ride hailing platform enabled qualified ride-hailing drivers to provide transportation services in several cities in China. On August 8, 2024, Senmiao Consulting entered into another Acquisition Agreement with Debt Assumption Takeover (the “XXTX Acquisition Agreement”) with Jiangsu Yuelaiyuexing Technology Co., Ltd. (the “Purchaser”), and other parties thereto, in connection with the acquisition (the “Acquisition”) by the Purchaser of 100% of the Company’s equity interest in XXTX and its subsidiaries. On August 20, 2024, the Acquisition was completed and Senmiao Consulting disposed its 100% equity interest in XXTX and its subsidiaries (refer to Note 4). After the disposition of XXTX, the Company operates its business in one segment.\n\n \n\n5\n\n \n\n \n\nThe following diagram illustrates the Company’s corporate structure as of the filing date of these unaudited condensed consolidated financial statements:\n\n \n\n \n\n*Former Voting Agreements with Jinkailong’s Other Shareholders*\n\n \n\nHunan Ruixi entered into two voting agreements signed in August 2018 and February 2020, respectively, as amended (the “Voting Agreements”), with Jinkailong and other Jinkailong’s shareholders holding an aggregate of 65% equity interests. Pursuant to the Voting Agreements, all other Jinkailong’s shareholders will vote in concert with Hunan Ruixi on all fundamental corporate transactions in the event of a disagreement for periods of 20 years and 18 years, respectively, ending on August 25, 2038.\n\n \n\nOn March 31, 2022, Hunan Ruixi entered into an Agreement for the Termination of the Agreement for Concerted Action by Shareholders of Jinkailong (the “Termination Agreement”), pursuant to which the Voting Agreements mentioned above was terminated as of the date of the Termination Agreement. The termination will not impair the past and future legitimate rights and interests of all parties in Jinkailong. Starting from April 1, 2022, the parties no longer maintain a concerted action relationship with respect to the decision required to take concerted action at its shareholders meetings as stipulated in the Voting Agreements. Each party shall independently express opinions and exercise various rights such as voting rights and perform relevant obligations in accordance with the provisions of laws, regulations, normative documents and the Jinkailong’s articles of association.\n\n \n\nAs a result of the Termination Agreement, the Company no longer has a controlling financial interest in Jinkailong and has determined that Jinkailong was deconsolidated from the Company’s consolidated financial statements effective as of March 31, 2022. However, as Hunan Ruixi still holds 35% equity interests in Jinkailong, Jinkailong is the equity investee company of the Company since then.\n\n \n\nAs of December 31, 2025 and March 31, 2025, the continuing operations of the Company has outstanding balance due from Jinkailong amounted to $0 and $422,064, respectively, net of allowance for credit losses, which was classified as due from a related party, net, non-current (refer to Note 14).\n\n \n\nAs of December 31, 2025 and March 31, 2025, allowance for credit losses due from Jinkailong amounted to $2,483,315 and $1,971,045, respectively. During the three and nine months ended December 31, 2025, the continuing operations of the Company recorded provision for credit losses against the balance due from Jinkailong of $244,908 and $427,764, respectively. During the three and nine months ended December 31, 2024, the continuing operations of the Company recorded provision for credit losses against the balance due from Jinkailong of $104,700 and $199,365, respectively.\n\n \n\n6\n\n \n\n \n\n2. LIQUIDITY AND CAPITAL RESOURCES\n\n \n\nIn assessing the Company’s liquidity, the Company monitors and analyzes its cash on-hand and its operating and capital expenditure commitments. The Company’s liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure obligations. Debt financing from financial institutions and equity financings have been utilized to finance the working capital requirements of the Company.\n\n \n\nThe Company’s business is capital intensive, and certain factors show negative trends in our liquidity position, including (1) the net loss of approximately $4.0 million for the nine months ended December 31, 2025; (2) accumulated deficit of approximately $49.1 million as of December 31, 2025; (3) $0.8 million of net cash outflows in operating activities from continuing operations for the nine months ended December 31, 2025, and (4) the net working capital deficit of approximately $2.5 million as of December 31, 2025.\n\n \n\nHowever, the Company’s liquidity position has been substantially improved by two financing transactions completed in November 2025. Specifically, the Company received net cash proceeds of approximately $0.66 million from issuance of common stock in PIPE Offering and $2.8 million from issuance of common stock and pre-funded warrants in registered direct offering. As a result, the Company’s cash and cash equivalents as of December 31, 2025 increased by approximately $2.8 million as compared with that of September 30, 2025.\n\n \n\nManagement evaluated the Company’s current liquidity and operating forecasts for the twelve months following the issuance of these unaudited condensed consolidated financial statements and has concluded that, as a result of the recent financing and improved cash flows, there was no substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance of unaudited condensed consolidated financial statements for the quarterly period ended December 31, 2025.\n\n \n\n3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES\n\n* *\n\n*(a) Basis of presentation*\n\n \n\nThe unaudited condensed consolidated financial statements, including the unaudited condensed consolidated balance sheet as of December 31, 2025, the unaudited condensed consolidated statements of operations and comprehensive loss, and the unaudited condensed consolidated statements of changes in equity for the three and nine months ended December 31, 2025 and 2024, and the unaudited condensed consolidated statements of cash flows for the nine months ended December 31, 2025 and 2024, as well as other information disclosed in the accompanying notes, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the SEC and pursuant to Regulation S-X. The interim unaudited condensed consolidated financial statements and accompanying notes should be read in conjunction with the audited consolidated financial statements and the notes thereto, included in the Form 10-K for the fiscal year ended March 31, 2025, which was filed with the SEC on July 10, 2025.\n\n \n\nThe interim unaudited condensed consolidated financial statements and the accompanying notes have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the results of operations for the periods presented. The consolidated results of operations for any interim period are not necessarily indicative of the results to be expected for the full year or for any other future years or interim periods.\n\n \n\n*(b) Restatement to Previously Reported Financial Statements*\n\n \n\nOn June 26, 2026, the audit committee of the board of directors of the Company, after discussion with the Company’s management, concluded that the Company’s unaudited condensed consolidated financial statements as of and for the three and nine months ended December 31, 2025 included in the Quarterly Report on Form 10-Q as filed with the SEC on February 13, 2026 should no longer be relied upon due to the misstatements described below.\n\n \n\n7\n\n \n\n \n\nDuring the preparation of the Company’s consolidated financial statements for the year ended March 31, 2026, management identified the following misstatements to the Company’s financial statements for as of and for the three and nine months ended December 31, 2025:\n\n \n\nDuring the three and nine months ended December 31, 2025, pre-funded warrants and November 2025 private placement warrants issued with common stocks in November 2025 were incorrectly classified as equity instruments, while the pre-funded warrants and November 2025 private placement warrants should be classified as liability instruments measured at fair value, with changes in fair value reported each period in earnings. Such error has resulted in the misstatements of “derivative liabilities”, “additional paid-in capital” and “accumulated deficit” as of December 31, 2025, and the misstatements of “change in fair value of derivative liabilities”, “excess of warrant fair value over offering proceeds”, “other income, net”, “net loss from continuing operations” and “net loss” for the three and nine months ended December 31, 2025. Adjustments have been made to the statements of operations as well as the balance sheet, statement of changes in equity (deficit) and statement of cash flows. The amount recorded reflects pre-funded warrants and November 2025 private placement warrants as liability instruments measured at fair value and resulted in increase in other expense, increase in derivative liabilities, and a reduction to additional paid-in capital.\n\n \n\nThis note discloses the nature of the restatement adjustments and discloses the cumulative effects of these adjustments included in Amendment No. 1 to the Original Form 10-Q. The effects of the misstatements have been corrected in all impacted tables and footnotes throughout these unaudited condensed consolidated financial statements.\n\n \n\n*Impact to the unaudited condensed consolidated balance sheet as of December 31, 2025*\n\n \n\n    As reported     Adjustments     As restated  \n\nDerivative liabilities   $ 3     $ 4,924,530     $ 4,924,533  \n\nTotal current liabilities     1,935,959       4,924,530       6,860,489  \n\nTotal liabilities     1,946,170       4,924,530       6,870,700  \n\n                         \n\nAdditional paid-in capital     48,226,206       (2,828,725 )     45,397,481  \n\nAccumulated deficit     (46,959,942 )     (2,095,805 )     (49,055,747 )\n\nTotal Senmiao Technology Limited stockholders’ equity (deficit)     397,256       (4,924,530 )     (4,527,274 )\n\nTotal equity (deficit)   $ 3,752,054     $ (4,924,530 )   $ (1,172,476 )\n\n \n\n*Impact to the unaudited condensed consolidated statement of operations for the three months ended December 31, 2025*\n\n \n\n    As reported     Adjustments     As restated  \n\nChange in fair value of derivative liabilities   $ 180     $ 813,225     $ 813,405  \n\nExcess of warrant fair value over offering proceeds     —       (2,896,455 )     (2,896,455 )\n\nOther income, net     243,272       (12,575 )     230,697  \n\nTotal other (expense) income, net     243,452       (2,095,805 )     (1,852,353 )\n\nLoss before income tax expense     (853,133 )     (2,095,805 )     (2,948,938 )\n\nNet loss from continuing operations     (853,133 )     (2,095,805 )     (2,948,938 )\n\nNet loss     (873,677 )     (2,095,805 )     (2,969,482 )\n\nNet loss attributable to the Company’s stockholders     (1,037,229 )     (2,095,805 )     (3,133,034 )\n\nComprehensive loss     (1,044,770 )     (2,095,805 )     (3,140,575 )\n\nTotal comprehensive loss attributable to stockholders     (1,059,786 )     (2,095,805 )     (3,155,591 )\n\nLoss per share - basic and diluted*     (0.29 )     (0.59 )     (0.88 )\n\n                         \n\nLoss per share - basic and diluted                        \n\nContinuing operations   $ (0.28 )   $ (0.59 )   $ (0.87 )\n\n \n\n8\n\n \n\n \n\n*Impact to the unaudited condensed consolidated statement of operations for the nine months ended**December 31, 2025*\n\n* *\n\n    As reported     Adjustments     As restated  \n\nChange in fair value of derivative liabilities   $ 80,489     $ 813,225     $ 893,714  \n\nExcess of warrant fair value over offering proceeds     —       (2,896,455 )     (2,896,455 )\n\nOther income, net     305,068       (12,575 )     292,493  \n\nTotal other (expense) income, net     385,557       (2,095,805 )     (1,710,248 )\n\nLoss before income tax expense     (1,771,242 )     (2,095,805 )     (3,867,047 )\n\nNet loss from continuing operations     (1,771,242 )     (2,095,805 )     (3,867,047 )\n\nNet loss     (1,873,845 )     (2,095,805 )     (3,969,650 )\n\nNet loss attributable to the Company’s stockholders     (1,850,369 )     (2,095,805 )     (3,946,174 )\n\nComprehensive loss     (2,061,870 )     (2,095,805 )     (4,157,675 )\n\nTotal comprehensive loss attributable to stockholders     (1,889,577 )     (2,095,805 )     (3,985,382 )\n\nLoss per share - basic and diluted*     (0.90 )     (1.02 )     (1.92 )\n\n                         \n\nLoss per share - basic and diluted                        \n\nContinuing operations   $ (0.85 )   $ (1.02 )   $ (1.87 )\n\n* *\n\n*Impact to the unaudited condensed consolidated statement of changes in equity for the nine months ended December 31, 2025*\n\n* *\n\n    As reported     Adjustments     As restated  \n\nNet loss   $ (1,873,845 )   $ (2,095,805 )   $ (3,969,650 )\n\nAdditional paid-in capital     48,226,206       (2,828,725 )     45,397,481  \n\nAccumulated deficit     (46,959,942 )     (2,095,805 )     (49,055,747 )\n\nTotal equity (deficit)   $ 3,752,054     $ (4,924,530 )   $ (1,172,476 )\n\n \n\n*Impact to the unaudited condensed consolidated statement of cash flows for the nine months ended December 31, 2025*\n\n \n\n    As reported     Adjustments     As restated  \n\nNet loss   $ (1,873,845 )   $ (2,095,805 )   $ (3,969,650 )\n\nNet loss from continuing operations     (1,771,242 )     (2,095,805 )     (3,867,047 )\n\nAdjustments to reconcile net loss to net cash provided by (used in) operating activities:                        \n\nExcess of warrant fair value over offering proceeds     —       2,896,455       2,896,455  \n\nOffering costs allocable to derivative liabilities     —       12,575       12,575  \n\nChange in fair value of derivative liabilities   $ (80,489 )   $ (813,225 )   $ (893,714 )\n\n \n\n*(c) Comparability and reclassification adjustments*\n\n \n\nThe Company has reclassified certain comparative balances in the unaudited condensed consolidated balance sheet as of March 31, 2025 and certain comparative amounts in the unaudited condensed consolidated statements of operations and comprehensive loss for the three and nine months ended December 31, 2024 to conform to the current period’s presentation, as a result of the retrospective application of discontinued operations of Yicheng, Senmiao Consulting and its subsidiaries (refer to Note 4) in accordance with ASC 205-20-45. The assets and liabilities of the discontinued operations have been classified as current assets of discontinued operations, other assets of discontinued operations, current liabilities of discontinued operations, and other liabilities of discontinued operations in the Unaudited condensed consolidated balance sheet as of March 31, 2025. The results of discontinued operations for the three and nine months ended December 31, 2024 have been reflected separately in the unaudited condensed consolidated statements of operations and comprehensive loss as a single line item for all periods presented in accordance with U.S. GAAP. Cash flows from discontinued operations of the three categories for the nine months ended December 31, 2024 were separately presented in the unaudited condensed consolidated statements of cash flows for all periods presented in accordance with U.S. GAAP. The reclassifications and retrospective adjustments to the March 31, 2025 balances are unaudited.\n\n \n\n9\n\n \n\n \n\n*(d) Foreign currency translation*\n\n \n\nTransactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing on the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates on the date of the balance sheet. The resulting exchange differences are recorded in the statement of operations.\n\n \n\nThe reporting currency of the Company and its subsidiaries is U.S. dollars (“US$”) and the unaudited condensed consolidated financial statements have been expressed in US$. However, the Company’s PRC subsidiary maintains the books and records in its functional currency, Chinese Renminbi (“RMB”), being the functional currency of the economic environment in which its operations are conducted.\n\n \n\nIn general, for consolidation purposes, assets and liabilities of the Company and its subsidiaries whose functional currency is not the US$, are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of the Company and its subsidiaries are recorded as a separate component of accumulated other comprehensive loss within the unaudited condensed consolidated statements of changes in equity.\n\n \n\nTranslation of amounts from RMB into US$ has been made at the following exchange rates for the respective periods:\n\n \n\n    December 31,     March 31,  \n\n    2025     2025  \n\nBalance sheet items, except for equity accounts – RMB: US$1:     6.9931       7.2567  \n\n \n\n    For the Three months ended\nDecember 31,  \n\n    2025     2024  \n\nItems in the statements of operations and comprehensive loss, and cash flows – RMB: US$1:     7.0889       7.1896  \n\n \n\n    For the Nine months ended\nDecember 31,  \n\n    2025     2024  \n\nItems in the statements of operations and comprehensive loss, and cash flows – RMB: US$1:     7.1600       7.1981  \n\n \n\n*(e) Use of estimates*\n\n \n\nIn presenting the unaudited condensed consolidated financial statements in accordance with U.S. GAAP, management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ from those estimates. On an ongoing basis, management reviews these estimates and assumptions using the currently available information. Changes in facts and circumstances may cause the Company to revise its estimates. The Company bases its estimates on past experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Estimates are used when accounting for items and matters including, but not limited to, revenue recognition, residual values of property and equipment, determinations of the useful lives and valuation of long-lived assets, estimates of allowances for credit losses for receivables and due from related parties, estimates of impairment of long-lived assets, and valuation of deferred tax assets.\n\n \n\n10\n\n \n\n \n\n*(f) Fair values of financial instruments*\n\n \n\nAccounting Standards Codification (“ASC”) Topic 825, Financial Instruments (“Topic 825”) requires disclosure of fair value information of financial instruments, whether or not recognized in the balance sheets, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Topic 825 excludes certain financial instruments and all nonfinancial assets and liabilities from its disclosure requirements. Accordingly, the aggregate fair value amounts do not represent the underlying value of the Company. The three levels of valuation hierarchy are defined as follows:\n\n \n\n  Level 1 Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.\n\n \n\n  Level 2 Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.\n\n \n\n  Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value.\n\n \n\nThe following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2025 and March 31, 2025:\n\n \n\n    Carrying\nValue as of     Fair Value Measurement as of  \n\n    December 31,     December 31, 2025  \n\n    2025     Level 1     Level 2     Level 3  \n\n    (Unaudited)                 (Unaudited)  \n\nDerivative liabilities   $ 4,924,533     $ —     $ —     $ 4,924,533  \n\n \n\n    Carrying\n Value as of     Fair Value Measurement as of  \n\n    March 31,     March 31, 2025  \n\n    2025     Level 1     Level 2     Level 3  \n\nDerivative liabilities   $ 84,591     $ —     $ —     $ 84,591  \n\n \n\n11\n\n \n\n \n\nThe following is a reconciliation of the beginning and ending balance of the assets and liabilities measured at fair value on a recurring basis for the nine months ended December 31, 2025 and for the year ended March 31, 2025:\n\n \n\n    August\n2020\nUnderwritten\nPublic     February\n2021\nRegistered\nDirect     May 2021\nRegistered Direct Offering     November 2021\nPrivate Placement     November 2025\nPrivate Placement     November 2025\nRegistered\nDirect\nOffering        \n\n    Offering\nWarrants     Offering\nWarrants     Investors\nWarrants     Placement\nWarrants     Offering\nWarrants     Placement\nWarrants     Investors\nWarrants     Pre-funded Warrant     Total  \n\nBALANCE as of March 31, 2024   $ 3,219     $ 4,333     $ 80,636     $ 6,048     $ 179,520     $ 15,077     $ —     $ —     $ 288,833  \n\nChange in fair value of derivative liabilities     (3,198 )     (4,114 )     (67,813 )     (5,086 )     (114,934 )     (9,097 )     —       —       (204,242 )\n\nBALANCE as of March 31, 2025     21       219       12,823       962       64,586       5,980       —       —       84,591  \n\nDerivative liabilities recognized at grant date                                                     4,724,165       1,013,590       5,737,755  \n\nChange in fair value of derivative liabilities     (21 )     (219 )     (12,823 )     (962 )     (60,485 )     (5,979 )     (767,975 )     (45,250 )     (893,714 )\n\nExercise     —       —       —       —       (4,099 )     —       —       —       (4,099 )\n\nBALANCE as of December 31, 2025 (Unaudited).   $ —     $ —     $ —     $ —     $ 2     $ 1     $ 3,956,190     $ 968,340     $ 4,924,533  \n\n \n\nThe warrants presented in the table above are not traded in an active securities market; therefore, the Company estimates the fair value to those warrants using the Black-Scholes valuation model as of December 31, 2025 and March 31, 2025.\n\n \n\n    As of December 31, 2025  \n\n    February 10, 2021     May 13, 2021     November 10, 2021     November     November  \n\n    Placement                 Placement           Placement     14, 2025     17, 2025  \n\n    Agent     ROFR     Investor     Agent     Investor     Agent     Investor     Pre-funded  \n\nGranted Date   Warrants     Warrants     Warrants     Warrants     Warrants     Warrants     Warrants     Warrants  \n\n# of shares exercisable*     3,804       1,522       55,319       4,149       1,341,362       5,515       4,510,000       905,000  \n\nValuation date     12/31/2025       12/31/2025       12/31/2025       12/31/2025       12/31/2025       12/31/2025       12/31/2025       12/31/2025  \n\nExercise price*   $ 138.00     $ 172.50     $ 105.00     $ 105.00     $ 1.03     $ 68.00     $ 1.26     $ 0.0001  \n\nStock price*   $ 1.07     $ 1.07     $ 1.07     $ 1.07     $ 1.07     $ 1.07     $ 1.07     $ 1.07  \n\nExpected term (years)     0.11       0.11       0.36       0.36       0.86       0.86       5.37        **  \n\nRisk-free interest rate     3.67 %     3.67 %     3.59 %     3.59 %     3.51 %     3.51 %     3.77 %     4.78 %\n\nExpected volatility     119 %     119 %     119 %     119 %     119 %     119 %     115 %     119 %\n\n \n\n12\n\n \n\n \n\n    As of March 31, 2025  \n\n    August 4, 2020     February 10, 2021     May 13, 2021     November 10, 2021  \n\n          Placement                 Placement           Placement  \n\n    Underwriters’     Agent     ROFR     Investor     Agent     Investor     Agent  \n\nGranted Date   Warrants     Warrants     Warrants     Warrants     Warrants     Warrants     Warrants  \n\n# of shares exercisable*     3,181       3,804       1,522       55,319       4,149       2,778,315       5,515  \n\nValuation date     3/31/2025       3/31/2025       3/31/2025       3/31/2025       3/31/2025       3/31/2025       3/31/2025  \n\nExercise price*   $ 62.50     $ 138.00     $ 172.50     $ 105.00     $ 105.00     $ 2.16     $ 68.00  \n\nStock price*   $ 8.90     $ 8.90     $ 8.90     $ 8.90     $ 8.90     $ 8.90     $ 8.90  \n\nExpected term (years)     0.35       0.87       0.87       1.12       1.12       1.61       1.61  \n\nRisk-free interest rate     1.39 %     3.49 %     3.49 %     4.01 %     4.01 %     4.21 %     4.21 %\n\nExpected volatility     112 %     112 %     112 %     112 %     112 %     112 %     112 %\n\n \n\n* Giving retroactive effect to the 1-for-10 reverse stock split effected on July 29, 2025\n\n \n\n** No fixed termination date is specified in the agreement of November 2025 Pre-funded Warrants, which can be exercised at any time on or after the initial exercise date and until it is exercised in full, yet the Company adopted a 20-year assumption for valuation purposes.\n\n \n\nAs of December 31, 2025 and March 31, 2025, financial instruments of the Company comprised primarily current assets and current liabilities including cash and cash equivalents, accounts receivable, finance lease receivables, prepayments, other receivables and other assets, due from related parties, accounts payable, advance from customers, lease liabilities, accrued expenses and other liabilities, due to related parties, and operating and financing lease liabilities, which approximate their fair values because of the short-term nature of these instruments, and current liabilities of borrowings from a financial institution, which approximate their fair values because of the stated loan interest rate to the rate charged by similar financial institutions.\n\n \n\nThe non-current portion of finance lease receivables, operating and financing lease liabilities were recorded at the gross amount adjusted for the interest using the effective interest rate method. The Company believes that the effective interest rates underlying these instruments approximate their fair values because the Company used its incremental borrowing rate to recognize the present value of these instruments as of December 31, 2025 and March 31, 2025.\n\n \n\nOther than as listed above, the Company did not identify any assets or liabilities that are required to be presented on the balance sheet at fair value.\n\n \n\n*(g) Segment reporting*\n\n* *\n\nIn November 2023, the FASB issued ASU 2023-07, which is an update to Topic 280, Segment Reporting: Improvements to reportable Segment Disclosures (“ASU 2023-07”), which enhances the disclosure required for reportable segments in annual and interim consolidated financial statements, including additional, more detailed information about a reportable segment’s expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted ASU 2023-07 for the year ended March 31, 2025, retrospectively to all periods presented in the consolidated financial statement. The adoption of this ASU had no material impact on reportable segments identified and had no effect on the Company’s consolidated financial position, results of operations, or cash flows.\n\n \n\nOperating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker (the “CODM”), the Company’s CODM has been identified as its CEO, who reviews the consolidated results when making decisions about allocating resources and assessing performance of the Company. The Company evaluated how the CODM manages the businesses of the Company to maximize efficiency in allocating resources and assessing performance. The Company has one operating and reportable segment of automobile transaction and related services as set forth in Note 1, after discontinued the online ride-hailing platform services on August 20, 2024.\n\n \n\n13\n\n \n\n \n\n*(h) Cash and cash equivalents*\n\n \n\nCash and cash equivalents primarily consist of bank deposits with original maturities of three months or less, which are unrestricted as to withdrawal and use. Cash and cash equivalents also consist of funds received from automobile purchasers as payments for automobiles, funds received from automobile lessees as payments for rentals, which were held at the third-party platforms’ fund accounts and which are unrestricted and immediately available for withdrawal and use.\n\n \n\n*(i) Accounts receivable*\n\n \n\nAccounts receivable are recorded at the invoiced amount less an allowance for any uncollectible accounts and do not bear interest, and are due on demand. The carrying value of accounts receivable is reduced by an allowance that reflects the Company’s best estimate of the amounts that will not be collected. An allowance for credit losses is recorded in the period when a loss is probable based on an assessment of specific evidence indicating collection is unlikely, historical bad debt rates, accounts aging, financial conditions of the customer and industry trends. Starting from April 1, 2023, the Company adopted ASU No.2016-13 “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASC Topic 326”). Management also periodically evaluates individual customer’s financial condition, credit history, and the current economic conditions to make adjustments in the allowance when it is considered necessary. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. As of December 31, 2025 and March 31, 2025, the Company determined no allowance for credit losses was necessary for accounts receivable.\n\n \n\n*(j) Finance lease receivables*\n\n \n\nFinance lease receivables, which result from sales-type leases, are measured at discounted present value of (i) future minimum lease payments, (ii) any residual value not subject to a bargain purchase option as finance lease receivables on its balance sheet and (iii) accrued interest on the balance of the finance lease receivables based on the interest rate inherent in the applicable lease over the term of the lease. Management also periodically evaluates individual customer’s financial condition, credit history and the current economic conditions to make adjustments in the allowance for credit losses when necessary. Finance lease receivables are charged off against the allowance for credit losses after all means of collection have been exhausted and the potential for recovery is considered remote. As of December 31, 2025 and March 31, 2025, the Company determined no allowance for credit losses was necessary for finance lease receivables.\n\n \n\nAs of December 31, 2025 and March 31, 2025, finance lease receivables consisted of the following:\n\n \n\n    December 31,     March 31,  \n\n    2025     2025  \n\n      (Unaudited)       (Unaudited)  \n\nMinimum lease payments receivable   $ 132,624     $ 293,872  \n\nLess: Unearned interest     (52,905 )     (104,340 )\n\nFinancing lease receivables   $ 79,719     $ 189,532  \n\nFinance lease receivables, current   $ 72,543     $ 166,339  \n\nFinance lease receivables, non-current   $ 7,176     $ 23,193  \n\n \n\n14\n\n \n\n \n\nFuture scheduled minimum lease payments for investments in sales-type leases as of December 31, 2025 are as follows:\n\n \n\n    Minimum\nfuture\npayments\nreceivable  \n\nTwelve months ending December 31, 2026   $ 110,582  \n\nTwelve months ending December 31, 2027     22,042  \n\nTotal   $ 132,624  \n\n \n\n*(k) Property and equipment, net*\n\n \n\nProperty and equipment primarily consist of office equipment, fixtures and furniture and automobiles, which are stated at cost less accumulated depreciation less any provision required for impairment in value. Depreciation is computed using the straight-line method with no residual value based on the estimated useful life. The useful life of property and equipment is summarized as follows:\n\n \n\nCategories   Useful life  \n\nOffice equipment, fixture and furniture     3 - 5 years  \n\nAutomobiles     3 - 5 years  \n\n \n\nThe Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the future net undiscounted cash flows that the asset is expected to generate. If such asset is considered to be impaired, the impairment recognized is the amount by which the carrying amount of the asset, if any, exceeds its fair value determined using a discounted cash flow model. For the three and nine months ended December 31, 2025 and 2024, the Company did not recognize impairment for property and equipment.\n\n \n\nCosts of repairs and maintenance are expensed as incurred and asset improvements are capitalized. The cost and related accumulated depreciation and amortization of assets disposed of or retired are removed from the accounts, and any resulting gain or loss is reflected in the unaudited condensed consolidated statements of operations and comprehensive loss.\n\n \n\n*(l) Intangible assets, net*\n\n \n\nPurchased intangible assets are recognized and measured at fair value upon acquisition. Separately identifiable intangible assets that have determinable lives continue to be amortized over their estimated useful lives using the straight-line method as follows:\n\n \n\nCategories   Useful life  \n\nSoftware     5-10 years  \n\n \n\nSeparately identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of any impairment loss for identifiable intangible assets is based on the amount by which the carrying amount of the assets exceeds the fair value of the assets. For the three and nine months ended December 31, 2025 and 2024, there was no impairment of intangible assets.\n\n \n\n*(m) Loss per share*\n\n \n\nBasic loss per share is computed by dividing net loss attributable to stockholders by the weighted average number of outstanding shares of common stock, adjusted for outstanding shares of common stock that are subject to repurchase.\n\n \n\nFor the calculation of diluted loss per share, net loss attributable to stockholders for basic loss per share is adjusted by the effect of dilutive securities, including share-based awards, under the treasury stock method and convertible securities under the if-converted method. Potentially dilutive securities, of which the amounts are insignificant, have been excluded from the computation of diluted net loss per share if their inclusion is anti-dilutive.\n\n \n\nAs of December 31, 2025, the Company’s dilutive securities from the outstanding series A convertible preferred stock are convertible into 13,100 shares of common stock. This amount is not included in the computation of dilutive loss per share because their impact is anti-dilutive.\n\n \n\n15\n\n \n\n \n\n*(n) Derivative liabilities*\n\n \n\nA contract is designated as an asset or a liability and is carried at fair value on the Company’s balance sheet, with any changes in fair value recorded in the Company’s results of operations. The Company then determines which options, warrants and embedded features require liability accounting and records the fair value as a derivative liability. The changes in the values of these instruments are shown in the unaudited condensed consolidated statements of operations and comprehensive loss as “change in fair value of derivative liabilities”.\n\n \n\n*(o) Revenue recognition*\n\n \n\nThe Company recognized its revenue under Accounting Standards Codification (“ASC”) 842 Leases (“ASC 842”) and Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606).\n\n \n\nASC 606 establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. It also requires the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer.\n\n \n\nTo achieve that core principle, the Company applies the five steps defined under ASC 606: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation.\n\n \n\nThe Company accounts for a contract with a customer when the contract is entered into by the parties, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration to collect is substantially probable.\n\n \n\n*Leases - Lessor*\n\n \n\nThe Company recognized revenue as lessor in accordance with ASC 842. The two primary accounting provisions the Company uses to classify transactions as sales-type or operating leases are: (i) a review of the lease term to determine if it is for the major part of the economic life of the underlying equipment (defined as greater than 75%); and (ii) a review of the present value of the lease payments to determine if they are equal to or greater than substantially all of the fair market value of the equipment at the inception of the lease (defined as greater than 90%). Automobiles included in arrangements meeting these conditions are accounted for as sales-type leases. Interest income from the lease is recognized in financing revenues over the lease term. Automobile included in arrangements that do not meet these conditions are accounted for as operating leases and revenue is recognized over the term of the lease.\n\n \n\nThe Company excludes from the measurement of its lease revenues any tax assessed by a governmental authority that is both imposed on and concurrent with a specific revenue-producing transaction and collected from a customer.\n\n \n\nThe Company considers the economic life of most of the automobiles to be three to five years, since this represents the most common long-term lease term for its automobiles and the automobiles will be used for online ride-hailing services. The Company believes three to five years is representative of the period during which an automobile is expected to be economically usable, with normal service, for the purpose for which it is intended.\n\n \n\nThe Company’s lease pricing interest rates, which are used in determining customer payments in a bundled lease arrangement, are developed based upon the local prevailing rates in the marketplace where its customer will be able to obtain an automobile loan under similar terms from the bank. The Company reassesses its pricing interest rates quarterly based on changes in the local prevailing rates in the marketplace. As of December 31, 2025, the Company’s pricing interest rate was 6.0% per annum. \n\n \n\n16\n\n \n\n \n\n*Contract liability*\n\n \n\nThe Company’s contract liabilities consist of advances from customers, which are the upfront rent received from customers. The revenue recognized for the nine months ended December 31, 2025 and 2024 that was previously included in the advances from customers balances as of March 31, 2025 and March 31, 2024 was $99,780 and $119,128, respectively.\n\n \n\nThe Company’s advances from customers amounted to $82,356 and $103,897 as of December 31, 2025 and March 31, 2025, respectively.\n\n \n\nDisaggregated information of revenues by business lines are as follows:\n\n \n\n    For the Three Months Ended     For the Nine Months Ended  \n\n    December 31,     December 31,  \n\n    2025     2024     2025     2024  \n\n    (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  \n\nAutomobile Transaction and Related Services                        \n\n- Operating lease revenues from automobile rentals   $ 317,153     $ 409,731     $ 1,076,175     $ 1,312,582  \n\n- Financing revenues     15,117       23,668       56,297       72,697  \n\n- Service fees from NEVs leasing     14,799       —       33,341       —  \n\n- Default revenue     5,831       7,711       23,320       27,294  \n\n- Monthly services commissions     3,427       3,828       14,422       16,353  \n\n- Service fees from automobile purchase services     —       2,959       8,936       29,862  \n\n- Other service fees     2,357       3,550       7,137       17,450  \n\nTotal Revenues   $ 358,684     $ 451,447     $ 1,219,628     $ 1,476,238  \n\n \n\n*Automobile transaction and related services*\n\n \n\nOperating lease revenues from automobile rentals –The Company generates revenue from leasing its own automobiles. The Company recognizes revenue wherein an automobile is transferred to the lessees and the lessees has the ability to control the asset, is accounted for under ASC Topic 842. Rental transactions are satisfied over the rental period and is recognized over time. As the operating lease revenue are variable in nature which is based on online ride-hailing drivers or third-parties’ performance for a certain period, the Company recognized the revenue from operating lease by using the output method based on periodic settlement between the Company and the online ride-hailing drivers or third-parties when such revenue is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. Rental periods are short term in nature, generally are twelve months or less.\n\n \n\nFinancing revenues – Interest income from the lease arising from the Company’s sales-type leases and bundled lease arrangements are recognized as financing revenues over the lease term based on the effective rate of interest in the lease.\n\n \n\nService fees from NEVs leasing – Services fees from NEVs leasing are paid by some lessees who rent new energy electric vehicles from the Company, which based on the product solutions. The service content includes: (1) introducing the current situation of the online ride-hailing industry; (2) guiding the lessees to open an account on Partner Platforms; (3) introducing online ride-hailing business and order-taking skills; (4) providing violation handling consultation, insurance claims consultation, and traffic accident legal consultation; etc.\n\n \n\nDefault revenue – The Company charged the lessees default expenses such as early-termination the contracts or other violation behaviors to the contracts. The default punishment is calculated and confirmed by the customers.\n\n \n\n17\n\n \n\n \n\nMonthly services commissions – Commissions from the services generated from the management and related services provided to Partner Platforms and other companies, which are settled on a monthly basis. The Company recognizes revenues at a point in time when performance obligations are completed and the commission amount is confirmed by the Partner Platforms and other companies, based on their evaluations on the services provided by the Company.\n\n \n\nService fees from automobile purchase services – Automobile purchase services are paid by automobile purchasers for a series of the services provided to them throughout the purchase process such as credit assessment, installment of GPS devices, ride-hailing driver qualification and other administrative procedures, which is based on the sales price of the automobiles and relevant services provided.\n\n \n\nThe Company recognizes those revenues at a point in time when above mentioned services are completed, and corresponding an automobile is delivered to the lessee or purchaser. The Company recognizes the revenue of service fees from NEVs leasing once the lessees terminate the lease term and confirmed the settlement between the Company and the lessees. Accounts receivable related to automobile purchase services is collected upon the automobiles are delivered to lessees or purchaser. The Company recognizes default revenue at a point in time when performance obligations are completed and the default punishment is calculated and confirmed by the customers, which represent the collectability is probable from the customers.\n\n \n\nOther revenues – The Company generated other revenues such as miscellaneous service fees charged to its customers for some supporting services provided to online ride-hailing drivers and sales of automobiles. The Company recognizes revenues at a point in time when performance obligations are completed and the collectability is probable from the customers.\n\n \n\n*(p) Leases – lessee*\n\n \n\nThe Company accounts for leases in accordance with ASC 842. The Company enters into certain agreements as a lessee to lease automobiles and to conduct its automobiles rental operations. If any of the following criteria are met, the Company classifies the lease as a direct financing or sales-type lease (as a lessee):\n\n \n\n  ● The lease transfers ownership of the underlying asset to the lessee by the end of the lease term;\n\n \n\n  ● The lease grants the lessee an option to purchase the underlying asset that the Company is reasonably certain to exercise;\n\n \n\n  ● The lease term is for 75% or more of the remaining economic life of the underlying asset, unless the commencement date falls within the last 25% of the economic life of the underlying asset;\n\n \n\n  ● The present value of the sum of the lease payments equals or exceeds 90% of the fair value of the underlying asset; or\n\n \n\n  ● The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.\n\n \n\nLeases that do not meet any of the above criteria are accounted for as operating leases.\n\n \n\nFinance and operating lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term.\n\n \n\n18\n\n \n\n \n\nThe Company considers extension, renewal and termination options at lease inception when calculating the present value of lease payments. However, the Company has determined there is no reasonable certainty that any of these options will be exercised, so such optional periods are generally excluded from the lease terms used for present value of lease payments. The Company has elected the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Its leases generally do not provide a residual guarantee. The finance or operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term for operating lease. Meanwhile, the Company recognizes the finance leases ROU assets and interest on an amortized cost basis. The amortization of finance ROU assets is recognized on a straight-line basis as amortization expense, while the lease liability is increased to reflect interest on the liability and decreased to reflect the lease payments made during the period. Interest expense on the lease liability is determined each period during the lease term as the amount that results in a constant periodic interest rate of the automobile loans on the remaining balance of the liability.\n\n \n\nThe Company’s review on the impairment of its ROU assets is consistent with the approach applied for its other long-lived assets. The Company reviews the recovery ability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of an asset or asset group may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of an asset or asset group from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of finance and operating lease liabilities in any tested asset group and include the associated lease payments in the undiscounted future pre-tax cash flows. For the three and nine months ended December 31, 2025 and 2024, the Company did not recognize impairment loss on its ROU assets.\n\n \n\n*(q)*Stock-Based Compensation\n\n \n\nThe Company accounts for share-based payments issued in exchange for employee and non-employee services under ASC 718, Stock Compensation. Share-based payments issued to non-employees for goods or services are measured at the grant-date fair value of the equity instruments issued. For share-based awards that are not subject to vesting, forfeiture, or future service requirements, the full fair value of the awards is recognized as compensation expense on the issuance date.\n\n \n\n*(r) Discontinued operations*\n\n \n\nA discontinued operation may include a component of an entity or a group of components of an entity, or a business or nonprofit activity. A disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operation if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when any of the following occurs: (1) the component of an entity or group of components of an entity meets the criteria to be classified as held for sale; (2) the component of an entity or group of components of an entity is disposed of by sale; (3) the component of an entity or group of components of an entity is disposed of other than by sale (for example, by abandonment or in a distribution to owners in a spinoff).\n\n \n\n*(s) Significant risks and uncertainties*\n\n \n\n1) Credit risk\n\n \n\n  a. Assets that potentially subject the Company to significant concentration of credit risk primarily consist of cash and cash equivalents. The maximum exposure of these assets to credit risk is their carrying amounts as of the balance sheet dates. As of December 31, 2025 and March 31, 2025, approximately $5,000 and $1,000, respectively, were deposited with a bank in the United States which is insured by the U.S. government up to $250,000. Approximately $2,269,000 was deposited with banks in Hong Kong as of December 31, 2025 which is insured by the Hong Kong government up to $103,000 (HKD800,000). As of December 31, 2025 and March 31, 2025, approximately $1,234,000 and $700,000, respectively, were deposited in financial institutions located in mainland China, which were insured by the government authority. Under the Deposit Insurance System in China, an enterprise’s deposits at one bank are insured for a maximum of approximately $71,000 (RMB500,000). To limit exposure to credit risk relating to deposits, the Company primarily places cash deposits with large financial institutions in China which management believes are of high credit quality.\n\n \n\n19\n\n \n\n \n\nThe Company’s operations are carried out entirely in mainland China. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the social, political, economic and legal environments in the PRC as well as by the general state of the PRC economy. In addition, the Company’s business may be influenced by changes in PRC government laws, rules and policies with respect to, among other matters, anti-inflationary measures, currency conversion and remittance of currency outside of China, rates and methods of taxation and other factors.\n\n \n\nb. In measuring the credit risk of accounts receivable due from the automobile purchasers (the “customers”), the Company mainly reflects the “probability of default” by the customer on its contractual obligations and considers the current financial position of the customer and the risk exposures to the customer and its likely future development.\n\n \n\nHistorically, most of the automobile purchasers would pay the Company their previously defaulted amounts within one to three months. As a result, the Company would provide full provisions on accounts receivable if the customers default on repayments for over three months. As of December 31, 2025 and March 31, 2025, the Company record no allowance for credit losses against accounts receivable.\n\n \n\n2) Foreign currency risk\n\n \n\nAs of December 31, 2025 and March 31, 2025 substantially all of the Company’s operating activities and major assets and liabilities, except for the cash deposit of approximately $2,275,000 and $1,000, respectively, in U.S. dollars, are denominated in RMB, which are not freely convertible into foreign currencies. All foreign exchange transactions take place through either the People’s Bank of China (the “PBOC”) or other authorized financial institutions at exchange rates quoted by PBOC. Approval of foreign currency payments by the PBOC or other regulatory institutions requires a payment application together with invoices and signed contracts. The value of RMB is subject to change in central government policies and international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. When there is a significant change in value of RMB, the gains and losses resulting from translation of financial statements of a foreign subsidiary will be significantly affected. RMB appreciated from 7.26 RMB into US$1.00 on March 31, 2025 to 6.99 RMB into US$1.00 on December 31, 2025.\n\n \n\n*(t) Recent accounting pronouncements not yet adopted*\n\n \n\nIn November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Both early adoption and retrospective application are permitted. The Company is currently evaluating the impact of this accounting standard update on its unaudited condensed consolidated financial statements and related disclosures.\n\n \n\nExcept for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have material impact on the unaudited condensed consolidated statements and related disclosures. \n\n \n\n20\n\n \n\n \n\n4. DISCONTINUED OPERATIONS\n\n \n\n*Discontinued operations – Online ride-hailing platform service*\n\n* *\n\nSince August 2024, the Company has discontinued its online ride-hailing platform service business.\n\n \n\nThe following table sets forth the reconciliation of the amounts of major classes of income and losses from discontinued operations of online ride-hailing platform service in the unaudited condensed consolidated statements of operations and comprehensive loss for the three and nine months ended December 31, 2025 and 2024.\n\n \n\n    For the Three Months Ended     For the Nine Months Ended  \n\n    December 31,     December 31,  \n\n    2025     2024     2025     2024  \n\n    (unaudited)     (unaudited)     (unaudited)     (unaudited)  \n\nRevenues   $ —     $ —     $ —     $ 344,241  \n\nCost of revenues     —       —       —       (247,025 )\n\nGross profit     —       —       —       97,216  \n\nOperating expenses                                \n\nSelling, general and administrative expenses     —       —       —       (166,937 )\n\nProvision for credit losses     —       —       —       (173,278 )\n\nTotal operating expenses     —       —       —       (340,215 )\n\nLoss from operations     —       —       —       (242,999 )\n\nOther income, net     —       —       —       33,214  \n\nInterest expense     —       —       —       (8,372 )\n\nLoss before income taxes     —       —       —       (218,157 )\n\nGain on disposal of discontinued operations                             397,775  \n\nIncome tax benefit     —       —       —       4,510  \n\nNet income from discontinued operations   $ —     $ —     $ —     $ 184,128  \n\n \n\nReconciliation of the amount of cash flows from discontinued operations in the unaudited condensed consolidated statements of cash flows for the nine months ended December 31, 2025 and 2024 are as follows:\n\n \n\n   \nFor the Nine Months Ended\n\nDecember 31,\n \n\n    2025     2024  \n\n    (Unaudited)     (Unaudited)  \n\nNet cash used in operating activities from discontinued operations   $ —     $ (73,441 )\n\n                 \n\nNet cash provided by investing activities from discontinued operations   $ —     $ 49  \n\n                 \n\nNet cash used in financing activities from discontinued operations   $ —     $ (82,074 )\n\n \n\n21\n\n \n\n \n\n*Discontinued operations - Automobile Transaction related Services in Sichuan*\n\n \n\nPrior to December 31,2025, the Company used to operate automobile transaction related services in Sichuan Province, China through Yicheng, Senmiao Consulting and its subsidiaries. In December 2025, the Company entered into the Sichuan Acquisition Agreement with HMST. Pursuant to the Sichuan Acquisition Agreement, the Company sold 100% of the equity interests in each of Yicheng and Senmiao Consulting to HMST for nil consideration, while the Company undertook certain liabilities of $518,388 which were previously assumed by the Disposed Entities. On December 31, 2025, the Disposition was completed and the Company disposed its 100% equity interest in Disposed Entities. After the disposition, the Company discontinued its operations in Sichuan Province in China. This decision was driven by recurring losses in Sichuan regional business area, which prompted the Company to strategically exit from its operations in Sichuan Province. In connection with this Disposition, the long-term accumulation of local resources, industry reputation and market reputation of Yicheng, Senmiao Consulting and its subsidiaries in Sichuan can promote HMST quickly enter the local market, connect channels and partners, and reduce market development costs; at the same time, HMST can rationally utilize its mature entities and basic assets to reduce new establishment and operating costs. In accordance with ASC 205-20-45, the discontinuation of automobile transaction related services in Sichuan was accounted for as a discontinued operation, as it represented a strategic shift with a significant impact on the Company’s overall operations and financial results. Reconciliation of the carrying amounts of major classes of assets and liabilities from discontinued operations of Yicheng, Senmiao Consulting and its subsidiaries in consolidated balance sheet as of March 31, 2025 are as follows:\n\n \n\n    March 31,\n2025  \n\n    (Unaudited)  \n\nASSETS      \n\nCurrent assets      \n\nCash and cash equivalents   $ 132,275  \n\nAccounts receivable     12,164  \n\nAccounts receivable, a related party     7,924  \n\nPrepayments, other receivables, and other current assets, net     233,497  \n\nPrepayment - a related party     22,662  \n\nDue from related parties, net, current     90,951  \n\nTotal current assets     499,473  \n\n         \n\nOther Assets        \n\nProperty and equipment, net     2,934  \n\nFinancing lease right-of-use assets, net     117,867  \n\nDue from a related party, net, non-current     964,075  \n\nTotal other assets     1,084,876  \n\n         \n\nTotal assets   $ 1,584,349  \n\n         \n\nLIABILITIES        \n\nCurrent liabilities        \n\nAccounts payable   $ 38,761  \n\nAdvances from customers     20,726  \n\nIncome tax payable     19,918  \n\nAccrued expenses and other liabilities     2,504,673  \n\nDue to related parties     179,017  \n\nFinancing lease liabilities, current     360,268  \n\nTotal current liabilities     3,123,363  \n\n         \n\nTotal liabilities   $ 3,123,363  \n\n \n\n22\n\n \n\n \n\nThe following table sets forth the reconciliation of the amounts of major classes of income and losses from discontinued operations of Yicheng, Senmiao Consulting and its subsidiaries in the unaudited condensed consolidated statements of operations and comprehensive loss for the three and nine months ended December 31, 2025 and 2024.\n\n \n\n    For the Three Months Ended     For the Nine Months Ended  \n\n    December 31,     December 31,  \n\n    2025     2024     2025     2024  \n\n    (unaudited)     (unaudited)     (unaudited)     (unaudited)  \n\nRevenues   $ 411,374     $ 468,389     $ 1,346,873     $ 1,068,487  \n\nCost of revenues     (280,098 )     (397,931 )     (919,715 )     (998,143 )\n\nGross profit     131,276       70,458       427,158       70,344  \n\nOperating expenses                                \n\nSelling, general and administrative expenses     (265,090 )     (103,096 )     (928,071 )     (479,145 )\n\nProvision for credit losses     (311,752 )     (262,545 )     (253,942 )     (523,316 )\n\nTotal operating expenses     (576,842 )     (365,641 )     (1,182,013 )     (1,002,461 )\n\nLoss from operations     (445,566 )     (295,183 )     (754,855 )     (932,117 )\n\nOther income (expenses), net     (1,744 )     (27,335 )     226,101       (18,751 )\n\nInterest expense on finance leases     —       (3,365 )     (615 )     (12,723 )\n\nLoss before income taxes     (447,310 )     (325,883 )     (529,369 )     (963,591 )\n\nGain on disposal of discontinued operations*     426,766       —       426,766       —  \n\nIncome tax expenses     —       —       —       —  \n\nNet loss from discontinued operations   $ (20,544 )   $ (325,883 )   $ (102,603 )   $ (963,591 )\n\n \n\n* As of December 31, 2025, net deficit from discontinued operations of Yicheng, Senmiao Consulting and its subsidiaries was $1,419,775. Together with the realized accumulated other comprehensive loss upon disposal of Yicheng, Senmiao Consulting and its subsidiaries and the loss of $518,388 from assuming debts, the Company recorded a total gain of $426,766 on disposal of Yicheng, Senmiao Consulting and its subsidiaries.\n\n \n\nReconciliation of the amount of cash flows from discontinued operations in the unaudited condensed consolidated statements of cash flows for the nine months ended December 31, 2025 and 2024 are as follows:\n\n \n\n    For the Nine Months Ended\nDecember 31,  \n\n    2025     2024  \n\n    (Unaudited)     (Unaudited)  \n\nNet cash (used in) provided by operating activities from discontinued operations   $ (465,097 )   $ 302,887  \n\n                 \n\nNet cash used in investing activities from discontinued operations   $ —     $ (464,643 )\n\n                 \n\nNet cash provided by (used in) financing activities from discontinued operations   $ 80,100     $ (15,326 )\n\n \n\n5. ACCOUNTS RECEIVABLE\n\n \n\nAccounts receivable includes rental receivables due from operating lessees. It also includes a portion of bundled lease arrangements on fixed minimum monthly payments to be paid by the automobile purchasers arising from automobile sales and services fees, net of unearned interest income, discounted using the Company’s lease pricing interest rates.\n\n \n\nAs of December 31, 2025 and March 31, 2025, accounts receivable was comprised of the following:\n\n \n\n    December 31,     March 31,  \n\n    2025     2025  \n\n    (Unaudited)     (Unaudited)  \n\nReceivables of operating lease   $ 1,213     $ 7,681  \n\nReceivables of automobile sales due from automobile purchasers     —       1,282  \n\nTotal Accounts receivable   $ 1,213     $ 8,963  \n\n \n\n23\n\n \n\n \n\nMovement of allowance for credit losses for the nine months ended December 31, 2025 and for the year ended March 31, 2025 are as follows:\n\n \n\n    December 31,     March 31,  \n\n    2025     2025  \n\n    (Unaudited)     (Unaudited)  \n\nBeginning balance   $ —     $ 1,545  \n\nWrite off     —       (1,538 )\n\nTranslation adjustment     —       (7 )\n\nEnding balance   $ —     $ —  \n\n \n\nThere were no recoveries of accounts receivable that had been written off in prior periods during the nine months ended December 31, 2025.\n\n \n\n6. PREPAYMENTS, OTHER RECEIVABLES AND OTHER CURRENT ASSETS\n\n \n\nAs of December 31, 2025 and March 31, 2025, the prepayments, other receivables and other current assets were comprised of the following:\n\n \n\n    December 31,     March 31,  \n\n    2025     2025  \n\n    (Unaudited)     (Unaudited)  \n\nPrepaid expenses (i)   $ 556,528     $ 256,291  \n\nPurchase contract termination refund (ii)     114,398       440,972  \n\nDeposits (iii)     75,879       79,801  \n\nEmployee advances     —       413  \n\nOthers     2,850       4,110  \n\nTotal prepayments, other receivables and other current assets   $ 749,655     $ 781,587  \n\n \n\nMovement of allowance for credit losses for the nine months ended December 31, 2025 and for the year ended March 31, 2025 are as follows:\n\n \n\n    December 31,     March 31,  \n\n    2025     2025  \n\n    (Unaudited)     (Unaudited)  \n\nBeginning balance   $ —     $ 2,633  \n\nWrite off     —       (2,634 )\n\nTranslation adjustment     —       1  \n\nEnding balance   $ —     $ —  \n\n \n\nThere were no recoveries of other receivables that had been written off in prior periods during the nine months ended December 31, 2025.\n\n \n\n*(i)* *Prepaid expense*\n\n \n\nThe balance of prepaid expense represented automobile purchase prepayments, automobile liability insurance premium for automobiles for operating lease and other miscellaneous expense such as office lease, office remodel expense, etc. that will expire within one year.\n\n \n\n*(ii)* *Purchase contract termination refund*\n\n \n\nThe balance of purchase contract termination refund represented the part of the purchase prepayments originally made for automobile purchase, which will be refunded before March 31, 2026 due to the termination of automobile purchase.\n\n \n\n*(iii)* *Deposits*\n\n \n\nThe balance of deposits mainly represented the security deposit made by the Company to various automobile leasing companies and Didi Chuxing Technology Co., Ltd., who runs an online ride-hailing platform. As of December 31, 2025 and March 31, 2025, no allowance for credit losses was recorded.\n\n \n\n24\n\n \n\n \n\n7. PROPERTY AND EQUIPMENT, NET\n\n \n\nProperty and equipment as of December 31, 2025 and March 31, 2025 consist of the following:\n\n \n\n    December 31,     March 31,  \n\n    2025     2025  \n\n    (Unaudited)     (Unaudited)  \n\nAutomobiles   $ 4,431,771     $ 4,356,020  \n\nOffice equipment, fixtures and furniture     43,124       41,558  \n\nSubtotal     4,474,895       4,397,578  \n\nLess: accumulated depreciation     (3,447,115 )     (2,747,591 )\n\nTotal property and equipment, net   $ 1,027,780     $ 1,649,987  \n\n \n\nDepreciation expense for the three and nine months ended December 31, 2025 were $220,043 and $659,009, respectively.\n\n \n\nDepreciation expense for the three and nine months ended December 31, 2024 were $225,782 and $687,984, respectively.\n\n \n\n8. INTANGIBLE ASSETS, NET\n\n \n\nIntangible assets as of December 31, 2025 and March 31, 2025 consisted of the following:\n\n \n\n    December 31     March 31,  \n\n    2025     2025  \n\n    (Unaudited)     (Unaudited)  \n\nSoftware   $ 751,690     $ 751,628  \n\nLess: accumulated amortization     (432,940 )     (376,628 )\n\nTotal intangible assets, net   $ 318,750     $ 375,000  \n\n \n\nAmortization expense for the three and nine months ended December 31, 2025 were $18,750 and $56,250, respectively.\n\n \n\nAmortization expense for the three and nine months ended December 31, 2024 were $18,750 and $56,250, respectively.\n\n \n\nThe following table sets forth the Company’s amortization expense for the next five years as of December 31, 2025:\n\n \n\n    Amortization expenses  \n\nTwelve months ending December 31, 2026   $ 75,000  \n\nTwelve months ending December 31, 2027     75,000  \n\nTwelve months ending December 31, 2028     75,000  \n\nTwelve months ending December 31, 2029     75,000  \n\nTwelve months ending December 31, 2030     18,750  \n\n    $ 318,750  \n\n \n\n25\n\n \n\n \n\n9. ACCRUED EXPENSES AND OTHER LIABILITIES\n\n \n\n    December 31,     March 31,  \n\n    2025     2025  \n\n    (Unaudited)     (Unaudited)  \n\nDeposits (i)   $ 536,745     $ 540,424  \n\nAssumed liabilities of the disposed subsidiaries (ii)     518,388       —  \n\nAccrued expenses (iii)     163,827       484,407  \n\nAccrued payroll and welfare     122,154       689,783  \n\nOther taxes payable     39,954       49,464  \n\nPayables for expenditures on automobile transaction and related services     10,916       6,857  \n\nOther payables     170,133       137  \n\nTotal accrued expenses and other liabilities   $ 1,562,117     $ 1,771,072  \n\n \n\n*(i)* *Deposits*\n\n \n\nThe balance of deposits represented the security deposit from operating and finance lease customers to cover lease payment and related automobile expense in case the customers’ accounts are in default. The balance is refundable at the end of the lease term, after deducting any missed lease payment and applicable fee.\n\n \n\n*(ii)* *Assumed liabilities of the disposed subsidiaries*\n\n \n\nThe assumed liabilities of the disposed subsidiaries represent the debts that the Company is required to assume pursuant to the Sichuan Acquisition Agreement in connection with the disposal of Yicheng, Senmiao Consulting and its subsidiaries (refer to note 4), which are repayable on demand or per contractual terms.\n\n \n\n*(iii)* *Accrued expenses*\n\n \n\nThe balance of accrued expenses represented the unbilled or payable balances to the expenses related to the daily operations of automobiles and services fees to professional institutions.\n\n \n\n10. EMPLOYEE BENEFIT PLAN\n\n \n\nThe Company has made employee benefit plan in accordance with relevant PRC regulations, including retirement insurance, unemployment insurance, medical insurance, housing fund, work injury insurance and maternity insurance.\n\n \n\nThe contributions made by the Company were $22,454 and $53,759 for the three and nine months ended December 31, 2025, respectively, from Continuing operations of the Company. The contributions made by the Company were $16,863 and $52,858 for the three and nine months ended December 31, 2024, respectively, from Continuing operations of the Company.\n\n \n\nAs of December 31, 2025 and March 31, 2025, the Company did not make adequate employee benefit contributions in the amount of $46,886 and $43,919, respectively.\n\n \n\n11. EQUITY\n\n \n\nWarrants\n\n \n\nWarrants in Offerings\n\n \n\nWarrants issued in connection with the equity offering meet the definition of derivatives as contemplated in Derivatives and Hedging (“ASC 815”) and are accounted for as a derivative. These warrants are classified as liabilities under the caption “Derivative liabilities” in the unaudited condensed consolidated statements of balance sheets and recorded at estimated fair value at each reporting date, computed using the Black-Scholes valuation model. Changes in the liability from period to period are recorded in the unaudited condensed consolidated statements of operations and comprehensive loss under the caption “Change in fair value of derivative liabilities.”\n\n \n\n26\n\n \n\n \n\n*August 2020 Underwriters’ Warrants*\n\n \n\nGiving retroactive effect to the twice 1-for-10 reverse stock splits on the Company’s common stock became effective on April 6, 2022 and July 29, 2025, respectively, as of March 31, 2025, there were 3,181 underwriters’ warrants outstanding with fair value of $21, and the exercise price of those warrants was adjusted to $62.50. During the nine months ended December 31, 2025, the change of fair value was a gain of $21 recognized in the unaudited condensed consolidated statements of operations and comprehensive loss based on the decrease in fair value of the liabilities. While during the three months ended December 31, 2025, no change of fair value recognized and the remaining 3,181 underwriters’ warrants has expired. During the three and nine months ended December 31, 2024, the change of fair value was a gain of $1,630 and $2,654 recognized in the unaudited condensed consolidated statements of operations and comprehensive loss based on the decrease in fair value of the liabilities, respectively. As of December 31, 2025 and March 31, 2025, the fair value of the derivative instrument totaled $0 and $21, respectively.\n\n \n\n*February 2021 Registered Direct Offering Warrants*\n\n \n\nGiving retroactive effect to the twice 1-for-10 reverse stock splits on the Company’s common stock became effective on April 6, 2022 and July 29, 2025, respectively, as of December 31, 2025 and March 31, 2025, there were 5,326 February 2021 registered direct offering warrants outstanding, and the exercise prices of the Placement Agent Warrants and the ROFR Warrants of the February 2021 Registered Direct Offering were adjusted to $138.00 and $172.50, respectively. During the nine months ended December 31, 2025, the change of fair value was a gain of $219 recognized in the unaudited condensed consolidated statements of operations and comprehensive loss based on the decrease in fair value of the liabilities. While during the three months ended December 31, 2025, no change of fair value recognized. During the three and nine months ended December 31, 2024, the change of fair value was a gain of $2,077 and $3,125 recognized in the unaudited condensed consolidated statements of operations and comprehensive loss based on the decrease in fair value of the liabilities, respectively. As of December 31, 2025 and March 31, 2025, the fair value of the derivative instrument totaled $0 and $219, respectively.\n\n \n\n*May 2021 Registered Direct Offering Warrants*\n\n \n\nGiving retroactive effect to the twice 1-for-10 reverse stock splits on the Company’s common stock became effective on April 6, 2022 and July 29, 2025, respectively, as of December 31, 2025 and March 31, 2025, there were 59,468 May 2021 registered direct offering warrants outstanding and the exercise price of those warrants was adjusted to $105.00. During the three and nine months ended December 31, 2025, the change of fair value was a gain of $10 and $13,785 recognized in the unaudited condensed consolidated statements of operations and comprehensive loss based on the decrease in fair value of the liabilities, respectively. During the three and nine months ended December 31, 2024, the change of fair value was a gain of $40,663 and $45,085 recognized in the unaudited condensed consolidated statements of operations and comprehensive loss based on the decrease in fair value of the liabilities, respectively. As of December 31, 2025 and March 31, 2025, the fair value of the derivative instrument totaled $0 and $13,785, respectively.\n\n* *\n\n*November 2021 Private Placement Warrants*\n\n \n\nGiving (1) retroactive effect to the twice 1-for-10 reverse stock splits on the Company’s common stock became effective on April 6, 2022 and July 29, 2025, respectively; and (2) the anti-dilution adjustment resulted from the registered direct offering completed on November 20, 2025, as of December 31, 2025 and March 31, 2025, there were 1,341,362 and 2,778,315, respectively, November 2021 Investors Warrants outstanding and the exercise price of those warrants was adjusted to $1.03 and $2.16, respectively.\n\n \n\nOn November 18, 2022, a holder of November 2021 private placement warrants exercised the warrants on a “cashless” basis. On June 11, 2025, a holder of November 2021 private placement warrants exercised the warrants with exercise price of $1.13 per share to purchase 200,000 shares of the Company’s common stock. In September 2025, a holder of November 2021 private placement warrants exercised the warrants with exercise price of $2.16 per share to purchase 53,357 shares of the Company’s common stock and six holders of November 2021 private placement warrants exercised the warrants on a “cashless” basis.\n\n \n\nGiving retroactive effect to the twice 1-for-10 reverse stock splits on the Company’s common stock became effective on April 6, 2022 and July 29, 2025, respectively, as of December 31, 2025 and March 31, 2025, there were 5,515 and 5,515 November 2021 Placement Agent Warrants outstanding, respectively, and the exercise price of those warrants was adjusted to $68.00.\n\n \n\n27\n\n \n\n \n\nDuring the three and nine months ended December 31, 2025, the change of fair value was a gain of $170 and $66,464, recognized in the unaudited condensed consolidated statements of operations and comprehensive loss based on the decrease in fair value of the liabilities, respectively. During the three and nine months ended December 31, 2024, the change of fair value was a gain of $76,944 and $55,036 recognized in the unaudited condensed consolidated statements of operations and comprehensive loss based on the increase in fair value of the liabilities, respectively. As of December 31, 2025 and March 31, 2025, the fair value of the derivative instrument totaled $3 and $70,566, respectively.\n\n \n\n*November 2025 registered direct offering of common stock and pre-funded warrants, and concurrent private placement of warrants*\n\n \n\nOn November 14, 2025, the Company entered into a securities purchase agreement with certain accredited investors, providing for (i) the issuance of 1,350,000 shares of common stock, par value $0.0001 per share, and 905,000 pre-funded warrants to purchase 905,000 shares of the common stock, at a purchase price of $1.26 per share, in a registered direct offering for aggregate gross proceeds of approximately $2.8 million, and (ii) the concurrent 4,510,000 private placement warrants to purchase up to 4,510,000 shares of common stock (the “November 2025 Private Placement”). The November 2025 Private Placement was closed on November 17, 2025. The pre-funded warrants have an exercise price of $0.0001 per share of common stock, are immediately exercisable and remain exercisable until exercised in full. The 4,510,000 private placement warrants have an exercise price of $1.26 per share of common stock, and have a term of 5.5 years and are exercisable at any time on or after the initial exercisability date.\n\n \n\nThe Company concluded that both pre-funded warrants and private placement warrants qualify as derivative liabilities. At the issuance date in November 2025, the fair value of these warrants was estimated at $5,737,755 using the Black-Scholes valuation model, and $2,896,455 excesses of the warrants’ fair value over the total offering proceeds was recognized as a loss in the unaudited condensed consolidated statements of operations and comprehensive loss. As of December 31, 2025, the fair value of the derivative instrument was $3,956,190 for the November 2025 private placement of warrants and $968,340 for the November 2025 pre-funded warrants, and the exercise price of those warrants was $1.26 and $0.0001, respectively.\n\n \n\nDuring the three and nine months ended December 31, 2025, the change of fair value was a gain of $767,975 and $45,250 for the November 2025 private placement warrants and pre-funded warrants recognized in the unaudited condensed consolidated statements of operations and comprehensive loss based on the decrease in fair value of the liabilities, respectively.\n\n \n\nAs of the filing date of these unaudited condensed consolidated financial statements, the pre-funded warrants had not been exercised, and all such pre-funded Warrants remain outstanding in accordance with their terms, and the private placement warrants remain outstanding as issued.\n\n \n\n*Restricted Stock Units*\n\n \n\nOn October 29, 2020, the Board approved the issuance of an aggregate of 12,727 restricted stock units (“RSUs”) to directors, officers and certain employees as stock compensation for their services for the years ended March 31, 2022, giving retroactive effect to the twice 1-for-10 reverse stock splits on the Company’s common stock became effective on April 6, 2022 and July 29, 2025, respectively. Total RSUs granted to these directors, officers and employees were valued at an aggregate fair value of $140,000. These RSUs will vest in four equal quarterly installments on January 29, 2021, April 29, 2021, July 29, 2021 and October 29, 2021 or in full upon the occurrence of a change in control of the Company, provided that the director, officer or the employee remains in service through the applicable vesting date. The RSUs will be settled by the Company’s issuance of shares of common stock in certificated or uncertificated form upon the earlier of (i) vesting date, (ii) a change in control and (iii) termination of the services of the director, officer or employee due to a “separation of service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, or the death or disability of such director, officer or employee. As of the filing date of these unaudited condensed consolidated financial statements, all RSUs with an aggregate of 1,273 was vested and 955 was settled by the Company. The Company expects to settle the remaining vested RSUs by issuance of shares of common stock before December 31, 2026 and the vested RSUs have been accounted in an expense and additional paid-in capital.\n\n \n\n28\n\n \n\n \n\n*Equity Incentive Plan*\n\n \n\nAt the 2018 Annual Meeting of Stockholders of the Company held on November 8, 2018, the Company’s stockholders approved the Company’s 2018 Equity Incentive Plan for employees, officers, directors and consultants of the Company and its affiliates. In March 2023 and April 2024, the Annual Meeting of Stockholders of Company for the years ended March 31, 2022 and 2023 further approved the amendments to the 2018 Equity Incentive Plan, to increase the number of shares of common stock reserved under the Plan to 150,000 shares and 180,000 shares, respectively, giving retroactive effect to the twice 1-for-10 reverse stock splits on the Company’s common stock became effective on April 6, 2022 and July 29, 2025, respectively. A committee consisting of at least two independent directors would be appointed by the Board or in the absence of such a committee, the board of directors, will be responsible for the general administration of the Equity Incentive Plan. All awards granted under the Equity Incentive Plan will be governed by separate award agreements between the Company and the participants. As of December 31, 2025, the Company has granted an aggregate of 3,038 RSUs, among which, 2,645 RSUs were issued under the Equity Incentive Plan, 318 RSUs were vested but have not been issued while 75 RSUs were forfeited due to two directors ceased to serve on the board of the Company since November 8, 2018. During the three and nine months ended December 31, 2025 and 2024, no new RSUs were granted.\n\n \n\n*Conversion Price Adjustment for November 2021 Preferred Shares*\n\n \n\nPursuant to the Certificate of Designation for the series A convertible preferred stock signed by the Company and certain institutional investors in November 2021 Private Placement, the initial conversion price of the series A Convertible Preferred Shares was $0.68. If as of the applicable date the conversion price then in effect is greater than the greater of (1) $0.41 (the “Floor Price”) (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) and (2) 85% of the closing bid price on the applicable date (the “Adjustment Price”), the conversion price shall automatically lower to the Adjustment Price accordingly. As the 1-for-10 reverse stock split on the Company’s Common Stock became effective on April 6, 2022, the conversion price and the Floor Price of the Preferred Shares mentioned above were proportionally adjusted. Further, on August 9, 2022, the Company and the investors agreed to reduce the conversion price of the series A Convertible Preferred Shares from $4.10 to $2.00 and to increase the number of the shares of common stock that are available to be issued upon conversion of the Preferred Shares from 1,092,683 to 2,240,000. As the 1-for-10 reverse stock split on the Company’s Common Stock became effective on July 29, 2025, the conversion price of the Preferred Shares was adjusted to $20.00. As of December 31, 2025 and March 31, 2025, there were 262 and 991 shares of Series A convertible preferred stock outstanding, respectively, valued at $42,943 and $234,364 recorded as mezzanine equity, respectively. Giving retroactive effect to the twice 1-for-10 reverse stock splits on the Company’s common stock became effective on April 6, 2022 and July 29, 2025, respectively, as of December 31, 2025, 4,738 shares of Series A convertible preferred stock were converted into 223,583 shares of the Company’s common stock.\n\n \n\n*1-for- 10 shares reverse split on common stock*\n\n \n\nThe Company considered the above transactions after giving a retroactive effect to a 1-for-10 reverse stock split of its common stock which became effective on July 29, 2025. The Company believed it is appropriate to reflect the above transactions on a retroactive basis similar to those after a stock split or dividend pursuant to ASC 260. All shares and per share amounts and in the unaudited condensed consolidated financial statements have been retroactively stated to reflect the effect of the reverse stock split. Upon execution of the 1-for-10 reverse stock split, the Company recognized additional 37 shares of common stock due to round up issue.\n\n \n\n*November 2025 PIPE Offering of common stock*\n\n \n\nOn November 13, 2025, the Company entered into a securities purchase agreement (the “PIPE SPA”) with certain non-U.S. investors (the “PIPE Purchasers”), pursuant to which the Company agreed to sell, and the PIPE Purchasers agreed to purchase, severally and not jointly, an aggregate of 500,000 shares of common stock of the Company, par value $0.0001 per share at an offering price of $1.32 per share (the “PIPE Offering”). The gross proceeds of the PIPE Offering are $659,992, after deduction of customary expenses. The PIPE Offering was closed on November 14, 2025.\n\n \n\n29\n\n \n\n \n\n*November 2025 Common stock issued for consulting services*\n\n \n\nIn November 2025, the Company entered into a consulting services agreement (the “Consulting Agreement”) with a consultant (the “Consultant”), pursuant to which the Company engaged the Consultant to provide certain consulting services. As compensation for such services, the Company agreed to issue the Consultant an aggregate of 200,000 shares of its common stock, par value $0.0001. These shares were valued at $250,000, based on the closing price of the Company’s common stock on the issuance date. Pursuant to the agreement, the shares issued to the Consultant are not subject to vesting or forfeiture. In addition, the Company has no recourse or substantial disincentives against the Consultant if services are terminated prior to the termination or expiration of the service period. As a result, the shares issued to the Consultant are required to be expensed on the issuance date in accordance with ASC 718. Accordingly, the Company recognized stock-based compensation expense of $250,000 during the nine months ended December 31, 2025.\n\n \n\n12. INCOME TAXES \n\n \n\n*The United States of America*\n\n \n\nThe Company is incorporated in the State of Nevada in the U.S., and is subject to U.S. federal corporate income taxes with tax rate of 21%. The State of Nevada does not impose any state corporate income tax.\n\n \n\nOn December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act imposes a one-time transition tax on deemed repatriation of historical earnings of foreign subsidiaries, and future foreign earnings are subject to U.S. taxation. The Tax Act also established the Global Intangible Low-Taxed Income (GILTI), a new inclusion rule affecting non-routine income earned by foreign subsidiaries. For the nine months ended December 31, 2025 and 2024, the Company’s foreign subsidiaries in China were operating at loss and as such, did not record a liability for GILTI tax.\n\n \n\nThe Company’s net operating loss for U.S. income taxes from U.S. amounted to approximately $2.9 million and $3.5 million for the three and nine months ended December 31, 2025, respectively, and amounted to approximately $0.2 million and $0.8 million for the three and nine months ended December 31, 2024, respectively. As of December 31, 2025 and March 31, 2025, the Company’s net operating loss carryforward for U.S. income taxes was approximately $8.9 million and $7.9 million, respectively. The net operating loss carryforward will not expire and is available to reduce future years’ taxable income but limited to 80% of income until utilized. Management believes that the utilization of the benefit from this loss appears uncertain due to the Company’s operating history. Accordingly, the Company has recorded a 100% valuation allowance on the deferred tax asset to reduce the deferred tax assets to zero on the unaudited condensed consolidated balance sheets. As of December 31, 2025 and March 31, 2025, valuation allowances for deferred tax assets for U.S. income taxes were approximately $2.5 million and $1.7 million, respectively. Management reviews the valuation allowance periodically and makes changes accordingly.\n\n \n\n*PRC*\n\n \n\nHunan Ruixi is subject to PRC Enterprise Income Tax (“EIT”) on the taxable income in accordance with the relevant PRC income tax laws. The EIT rate for companies operating in the PRC is 25%.\n\n \n\n*Hong Kong*\n\n \n\nSenmiao Technology (Hong Kong)., Limited (“Senmiao HK”) is subject to Hong Kong Profits Tax (“Profits Tax”) on the assessable profits in accordance with the relevant Hong Kong tax legislation. The applicable tax rate for the first HKD$2 million of assessable profits is 8.25% and assessable profits above HKD$2 million will continue to be subject to the rate of 16.5% for corporations in Hong Kong.\n\n \n\n30\n\n \n\n \n\nNet loss before income tax by jurisdiction as follows:\n\n \n\n    For the Nine Months Ended  \n\n    December 31,  \n\n    2025     2024  \n\n    (Unaudited)     (Unaudited)  \n\nU.S.   $ (3,548,039 )   $ (664,549 )\n\nPRC     (313,683 )     (327,637 )\n\nHong Kong     (5,325 )     —  \n\nTotal net loss before income tax   $ (3,867,047 )   $ (992,186 )\n\n \n\nFor the three and nine months ended December 31, 2025 and 2024, the Company had no current tax expense or deferred tax expense.\n\n \n\nAs of December 31, 2025 and March 31, 2025, the Company’s PRC entity had net operating loss carryforwards of approximately $1.2 million and $0.9 million, respectively, which will be available to offset future taxable income. As of December 31, 2025, these carryforwards will expire from 2026 through 2030, if not used. As of December 31, 2025 and March 31, 2025, valuation allowances for deferred tax assets for PRC income taxes were approximately $0.9 million and $0.7 million, respectively. With the consideration of the duration of statutory carry forward periods and forecasts of future profitability, it has concluded that it is more likely than not that all its deferred tax assets generated from the Company would not be utilized in the future. The Company has provided full allowance of its deferred tax assets.\n\n \n\nThe tax effects of temporary differences that give rise to the Company’s deferred tax assets and liabilities are as follows:\n\n \n\n    December 31,     March 31,  \n\n    2025     2025  \n\n      (Unaudited)       (Unaudited)  \n\nDeferred Tax Assets                \n\nNet operating loss carryforwards in the PRC   $ 307,694     $ 234,972  \n\nNet operating loss carryforwards in the U.S.     2,067,826       1,667,423  \n\nExcess of warrant fair value over offering proceeds     608,255       —  \n\nAllowance for credit losses     601,259       495,743  \n\nTotal deferred tax assets     3,585,034       —  \n\nLess: valuation allowance     (3,397,354 )     (2,398,138 )\n\nTotal deferred tax assets, net of valuation allowance     187,680       —  \n\nNet off against deferred tax liabilities     (187,680 )     —  \n\nDeferred tax assets, net   $ —     $ —  \n\n \n\n    December 31,     March 31,  \n\n    2025     2025  \n\n    (Unaudited)     (Unaudited)  \n\nDeferred tax liabilities                \n\nChange in fair value of derivative liabilities   $ (187,680 )   $ —  \n\nTotal deferred tax liabilities     (187,680 )     —  \n\nNet off against deferred tax assets     187,680       —  \n\nNet deferred tax liabilities   $ —     $ —  \n\n \n\n*Uncertain tax positions*\n\n \n\nThe Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of December 31, 2025 and March 31, 2025, the Company did not have any unrecognized uncertain tax positions and the Company does not believe that its unrecognized tax benefits will change over the next twelve months. For the three and nine months ended December 31, 2025 and 2024, the Company did not incur any interest and penalties related to potential underpaid income tax expenses. According to PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or withholding agent. The statute of limitations will be extended five years under special circumstances, which are not clearly defined (but an underpayment of tax liability exceeding RMB0.1 million is specifically listed as a special circumstance). In the case of a related party transaction, the statute of limitations is ten years. There is no statute of limitations in the case of tax evasion.\n\n \n\n13. CONCENTRATION\n\n* *\n\n*Major Suppliers*\n\n \n\nFor the three and nine months ended December 31, 2025, one supplier accounted for approximately 33.3% and 31.4% of the total costs of revenue from continuing operations of the Company, respectively.\n\n \n\nFor the three months ended December 31, 2024, one supplier accounted for approximately 29.6% of the total costs of revenue from continuing operations of the Company. For the nine months ended December 31, 2024, two suppliers accounted for approximately 29.8% and 11.5% of the total costs of revenue from continuing operations of the Company.\n\n \n\n31\n\n \n\n \n\n14. RELATED PARTY TRANSACTIONS AND BALANCES\n\n \n\n*1. Related Party Balances*\n\n \n\n*1) Due from related parties*\n\n \n\nAs of December 31, 2025 and March 31, 2025, balances due from related parties from the Company’s continuing operations were comprised of the following:\n\n \n\n    December 31,     March 31,  \n\n    2025     2025  \n\n    (Unaudited)     (Unaudited)  \n\nTotal due from related parties   $ 2,483,315     $ 2,474,207  \n\nLess: Allowance for credit losses     (2,483,315 )     (1,971,045 )\n\nDue from related parties, net   $ —     $ 503,162  \n\nDue from a related party, net, current   $ —     $ 81,098  \n\nDue from a related party, net, non-current   $ —     $ 422,064  \n\n \n\nAs of December 31, 2025 and March 31, 2025, balances due from Jinkailong, the Company’s equity investee company, was $0 and $422,064, respectively, net of allowance for credit losses. The balances were a result of Jinkailong’s deconsolidation on March 31, 2022.\n\n \n\nMovement of allowance for credit losses due from Jinkailong for the nine months ended December 31, 2025 and for the year ended March 31, 2025 are as follows:\n\n \n\n    December 31,     March 31,  \n\n    2025     2025  \n\n    (Unaudited)     (Unaudited)  \n\nBeginning balance   $ 1,971,045     $ 1,284,203  \n\nAddition     427,764       697,165  \n\nTranslation adjustment     84,506       (10,323 )\n\nEnding balance   $ 2,483,315     $ 1,971,045  \n\n \n\nOn January 3, 2024, Xiang Hu, a shareholder of the Company, entered into a loan agreement wherein the Company agreed to provide an interest-free special reserve loan of $150,000 for a period of 12 months, which was extended for 12 months since January 3, 2025. As of December 31, 2025 and March 31, 2025, the outstanding balance was $0 and $81,098, respectively.\n\n \n\n*2) Due to related parties*\n\n* *\n\n    December 31,     March 31,  \n\n    2025     2025  \n\n    (Unaudited)     (Unaudited)  \n\nLoan payable to a related party (i)   $ —     $ 414  \n\nOther payable due to a related party (ii)     142,998       —  \n\nTotal due to related parties   $ 142,998     $ 414  \n\n \n\n(i) As of March 31, 2025, the balances of $414 represented borrowings from Xi Wen, the CEO of the Company, which is unsecured, interest free and due on demand, respectively.\n\n* *\n\n(ii) As of December 31, 2025, the balances of $142,998 represented borrowings from Xiang Hu, a shareholder of the Company, which is unsecured, interest free and expected to be repaid before March 31, 2026.\n\n \n\n32\n\n \n\n \n\n*3) Operating lease right-of-use assets - a related party and Operating lease liabilities - a related party*\n\n* *\n\n    December 31,     March 31,  \n\n    2025     2025  \n\n    (Unaudited)     (Unaudited)  \n\nOperating lease right-of-use assets – a related party   $ 55,824     $ 6,910  \n\nOperating lease liabilities, current – a related party   $ 46,295     $ 10,365  \n\nOperating lease liabilities, non-current – a related party   $ 10,211     $ —  \n\n \n\nIn November 2018, Hunan Ruixi entered into an office lease agreement with Hunan Dingchentai Investment Co., Ltd. (“Dingchentai”), a company where one of the Company’s independent directors serves as the legal representative and general manager. The original lease agreement with Dingchentai was terminated on July 1, 2019. The Company entered into another lease with Dingchentai on substantially similar terms on September 27, 2019, and a renewal lease contract was signed in June 2022 which extended the original lease to May 2025, another renewal lease contract was signed on June 2025 which extended the original lease to May 2027, with an annual rent of approximately $41,000, payable on a quarter basis.\n\n \n\n*2.** Related Party Transactions*\n\n \n\nFor the three and nine months ended December 31, 2025, the Company incurred $8,546 and $29,454 in rental expenses, respectively, compared to $10,169 and $43,639 for the same periods in 2024, to Dingchentai, a company where one of the Company’s independent directors serves as the legal representative and general manager.\n\n \n\n15. LEASES\n\n \n\nLessor\n\n \n\nThe Company’s operating leases for automobile rentals have rental periods that are typically short term, generally is twelve months or less. Revenue recognition section of Note 3 (o), the Company discloses that revenue earned from automobile rentals, wherein an identified asset is transferred to the customer and the customer has the ability to control that asset, is accounted for under Topic 842 upon adoption for the nine months ended December 31, 2025 and 2024.\n\n \n\nLessee\n\n \n\nAs of December 31, 2025 and March 31, 2025, the Company has engaged in offices and parking lot which were classified as operating leases.\n\n \n\nThe Company leased automobiles under operating lease agreements with a term shorter than twelve months which it elected not to recognize lease assets and lease liabilities under ASC 842. Instead, the Company recognized the lease payments in profit or loss on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred. In addition, the Company had automobiles leases which were classified as finance lease before the disposal of Corenel on April 16, 2025.\n\n \n\nThe Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.\n\n \n\nThe Company recognized lease expense on a straight-line basis over the lease term for operating lease. Meanwhile, the Company recognized the finance leases ROU assets and interest on an amortized cost basis. The amortization of finance ROU assets is recognized on a straight-line basis as amortization expense, while the lease liability is increased to reflect interest on the liability and decreased to reflect the lease payments made during the period. Interest expense on the lease liability is determined each period during the lease term as the amount that results in a constant periodic interest rate of the automobile loans on the remaining balance of the liability.\n\n \n\n33\n\n \n\n \n\nAs of December 31, 2025, the weighted-average remaining operating term of its existing leases is approximately 1.41.\n\n \n\nOperating lease expenses for offices and showroom leases totaled $12,776 and $14,642 for the three months ended December 31, 2025 and 2024, respectively, of which $8,546 and $10,169 were amortization of leased asset for operating leases for the three months ended December 31, 2025 and 2024, respectively.\n\n \n\nOperating lease expense for office and showroom leases totaled $42,024 and $58,542 for the nine months ended December 31, 2025 and 2024 respectively, of which $29,454 and $43,639 were amortization of leased asset for operating leases for the nine months ended December 31, 2025 and 2024, respectively.\n\n \n\nThe following table sets forth the Company’s minimum lease payments in future periods:\n\n \n\n    Operating lease  \n\n    payments*  \n\n    (Unaudited)  \n\nTwelve months ending December 31, 2026   $ 48,350  \n\nTwelve months ending December 31, 2027     10,361  \n\nTotal lease payments     58,711  \n\nLess: imputed interest     (2,205 )\n\nPresent value of lease liabilities   $ 56,506  \n\n \n\n* As of December 31, 2025 and March 31, 2025, the outstanding balance of operating lease liabilities due to a related party was $56,506 and $10,365, respectively.\n\n \n\n16. COMMITMENTS AND CONTINGENCIES\n\n* *\n\n*Contingencies*\n\n \n\nIn measuring the credit risk of automobile purchasers, the Company primarily reflects the “probability of default” by the automobile purchasers on its contractual obligations and considers the current financial position of the automobile purchasers and its likely future development.\n\n \n\nThe Company manages the credit risk of automobile purchasers by performing preliminary credit checks of each automobile purchaser and ongoing monitoring every month. By using the current credit loss model, management is of the opinion that the Company is bearing the credit risk to repay the principal and interests to the financial institutions if automobile purchasers’ default on their payments for more than three months. Management also periodically re-evaluates probability of default of automobile purchasers to make adjustments in the allowance, when necessary.\n\n \n\n*Purchase commitments*\n\n \n\nAs of the filing date of these unaudited condensed consolidated financial statements, the Company has no purchase commitment.\n\n \n\n*Contingent liability of Jinkailong*\n\n \n\nPursuant to the Regulations of the State Council on Implementing the Management System for Registered Capital Registration in the Company Law of the People’s Republic of China issued on July 1, 2024 (the “Registered Capital Registration Implementing Rules”), as Jinkailong was registered and established before June 30, 2024, its shareholders should fully pay their unpaid subscribed capital before June 30, 2032. As of December 31, 2025, Hunan Ruixi holds 35% of equity interest of Jinkailong and has not made any payments towards the investment amounting to RMB3.5 million (approximately $500,000). According to the Registered Capital Registration Implementing Rules, Hunan Ruixi shall pay the subscribed capital of Jinkailong before June 30, 2032.\n\n \n\n34\n\n \n\n \n\n17. SEGMENT INFORMATION\n\n \n\nThe Company presents segment information after elimination of inter-company transactions. In general, revenue, cost of revenue and operating expenses are directly attributable, or are allocated, to each segment. The Company allocates costs and expenses that are not directly attributable to a specific segment, such as those that support infrastructure across different segments, to different segments mainly on the basis of usage, revenue or headcount, depending on the nature of the relevant costs and expenses. The Company does not allocate assets to its segments as the CODM does not evaluate the performance of segments using asset information.\n\n \n\nBy assessing the qualitative and quantitative criteria established by Accounting Standards Codification (“ASC”) 280, “Segment Reporting”, the Company considers it operates in a reportable segment for automobile transaction and related services, and operated in a reportable segment for online ride-hailing platform, which had been ceased on August 20, 2024. The segments were organized based on type of service offered.\n\n \n\nThe following table presents the significant revenue, loss from operations, loss before income taxes and net loss in the Company’s segments for the three and nine months ended December 31, 2025 and 2024:\n\n \n\n    For the Three Months Ended\nDecember 31,  \n\n    2025     2024  \n\n    Automobile     Automobile        \n\n    Transaction\nand     Transaction\nand     Online\nride-hailing  \n\n    Related     Related     platform  \n\n    Services from continuing operations*     Services from continuing operations*     Services from discontinued operations  \n\n    (Unaudited)     (Unaudited)     (Unaudited)  \n\nRevenues   $ 358,684     $ 451,447     $ —  \n\nDepreciation and amortization   $ 247,339     $ 254,701     $ —  \n\nLoss from operations   $ (1,096,585 )   $ (411,041 )   $ —  \n\nLoss before income taxes   $ (2,948,938 )   $ (257,495 )   $ —  \n\nNet loss   $ (2,948,938 )   $ (257,495 )   $ —  \n\nCapital expenditure   $ —     $ 418     $ —  \n\n \n\n    For the Nine Months Ended\nDecember 31,  \n\n    2025     2024  \n\n    Automobile     Automobile        \n\n    Transaction\nand     Transaction\nand     Online\nride-hailing  \n\n    Related     Related     platform  \n\n    Services from continuing operations*     Services from continuing operations*     Services from discontinued operations  \n\n    (Unaudited)     (Unaudited)     (Unaudited)  \n\nRevenues   $ 1,219,628     $ 1,476,238     $ 344,241  \n\nDepreciation and amortization   $ 744,713     $ 787,873     $ 37,984  \n\nLoss from operations   $ (2,156,799 )   $ (1,163,823 )   $ (242,999 )\n\nLoss before income taxes   $ (3,867,047 )   $ (992,186 )   $ (218,157 )\n\nNet (loss) income   $ (3,867,047 )   $ (992,186 )   $ 184,128  \n\nCapital expenditure   $ —     $ 418     $ —  \n\n \n\n* Amounts of continuing operating segment can agree to the unaudited condensed consolidated statements of operations and comprehensive loss for the three and nine months ended December 31, 2025 and 2024.\n\n \n\n18. SUBSEQUENT EVENTS\n\n \n\nThe Company evaluated all events and transactions that occurred after December 31, 2025 up through the date the Company filed these unaudited condensed consolidated financial statements. No events require adjustment to or disclosure in the unaudited condensed consolidated financial statements.\n\n \n\n35"}