Senmiao Technology Ltd Announces Major Private Placement: Up to 10 Million Units Offered with Warrants

Key Points for Investors

• Material Definitive Agreement Signed: On April 23, 2026, Senmiao Technology Limited entered into a Securities Purchase Agreement (SPA) with multiple investors.
• Offering Size & Terms: The Company plans to sell up to 10,000,000 units. Each unit consists of one share of common stock (par value \$0.0001) and four warrants, each allowing the purchase of one share. The unit price is \$1.10.
• Warrants: The warrants are attached to each unit, and their form is filed as an exhibit. These warrants can be exercised for common shares, potentially increasing dilution if exercised.
• Regulatory Exemption: The offer is made under Regulation D, so no registration under the Securities Act is required. Investors are either accredited or sophisticated.
• Use of Proceeds: Net proceeds will be used for working capital and general corporate purposes.
• Closing Conditions: The offering is subject to several closing conditions, including shareholder approval at the next shareholder meeting for issuance of units.
• Listing & Compliance: The common stock is listed on The Nasdaq Stock Market LLC under the ticker AIHS, and the company affirms compliance with listing and maintenance requirements.
• Financial Reporting: The company’s accounting firm is Marcum Asia CPAs, LLP. All financial statements comply with GAAP.
• No Material Adverse Events: The company represents no undisclosed liabilities, material adverse events, or violations of law that would impact operations.
• Transfer Restrictions: Units and underlying shares are subject to transfer restrictions; resale may be limited unless registered or under exemptions (e.g., Rule 144).
• Price Manipulation Prohibition: The company covenants not to manipulate share prices.
• Stock Certificate Legends: Shares will bear restrictive legends due to their unregistered status.
• Integration and Dilution: The company will not integrate this offering with others that require registration. Dilution is possible if warrants are exercised or additional shares are issued.
• Disclosure Controls: The company affirms no material non-public information will be provided to investors, except as required for this transaction.

Important Shareholder Considerations & Price Sensitivity

• Potential Share Dilution: The issuance of up to 10 million new shares plus up to 40 million shares via attached warrants could substantially dilute existing shareholders if fully issued and exercised.
• Shareholder Approval Required: The transaction’s completion is contingent on shareholder approval, making the upcoming shareholder meeting highly significant.
• Regulation D Offering: The offering is limited to accredited and sophisticated investors, and shares may be restricted from resale, potentially affecting liquidity.
• Use of Funds: Funds raised will be used for working capital and general purposes, which may influence future growth, operations, or debt management.
• Listing Compliance: Continued compliance with Nasdaq listing requirements is confirmed, mitigating risks of delisting.
• Transfer Restrictions & Legends: The shares and warrants will have transfer restrictions and legends, limiting their tradability until conditions are met.
• Warrants Terms: The warrants offer potential upside for investors but may cause dilution if exercised. Adjustments to the exercise price and number of shares may occur in certain events, such as stock splits or dividends.
• No Price Manipulation: Explicit prohibition on price manipulation supports market integrity.

Detailed Transaction Overview

On April 23, 2026, Senmiao Technology Ltd entered into a Securities Purchase Agreement with a group of investors to privately place up to 10,000,000 units, each unit comprising one share of common stock and four warrants. The units are offered at \$1.10 each. The warrants, which are attached to each unit, allow investors to purchase additional shares, potentially leading to significant dilution if exercised. The offering is made under Regulation D, exempt from registration, and limited to accredited or sophisticated investors.

The company has committed to using the net proceeds for working capital and general corporate purposes. The offering’s completion is subject to several conditions, including shareholder approval at the next meeting. The company affirms it has no material adverse events or undisclosed liabilities and is compliant with all Nasdaq listing requirements. Financial statements are prepared according to GAAP, audited by Marcum Asia CPAs, LLP.

Shares issued will bear restrictive legends due to their unregistered status, and transfer/resale is limited unless sold under an effective registration statement or exemption (such as Rule 144). The company will not integrate this offering with others that would require registration, and it covenants not to manipulate share prices. All material agreements are publicly filed, and no material non-public information will be provided to investors outside of this transaction.

The attached warrants are subject to standard anti-dilution adjustments and can be exercised for common shares. The company will not close stockholder books in a way that prevents warrant exercise, and will make timely disclosures as required.

Potential Impact on Share Price

This transaction is highly price sensitive:

• The potential for substantial dilution from both the shares and warrants may weigh on the share price, especially if the market anticipates full exercise.
• Shareholder approval is a key milestone; failure to approve could derail the offering and impact market confidence.
• Use of proceeds for working capital and corporate purposes may support future growth, but dilution risk must be factored in by investors.
• Transfer restrictions and legends may affect liquidity for new investors.
• Confirmation of compliance with Nasdaq listing requirements is positive for market stability.

Conclusion

The announcement of a material definitive agreement for a significant private placement, with large warrant coverage and contingent on shareholder approval, is a major development for Senmiao Technology Ltd (AIHS). The proposed transaction could materially increase the share count and warrants outstanding, so investors should carefully assess the dilution risk, potential for increased liquidity, and impact on corporate strategy.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with financial advisors before making investment decisions. The information herein is based on public filings and may be subject to change based on future developments or regulatory actions.

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