森淼科技美股招股说明书(2025-11-14版)

Senmiao Technology Limited 1,350,000 Shares of Common StockPre-funded Warrants to Purchase 905,000 Shares of Common Stock We are offering 1,350,000 shares of our Common Stock, par value $0.0001 per share (the “Common Stock”), and pre-fundedwarrants to purchase 905,000 shares of the Common Stock, directly to the investors in this offering at a price of $1.26 per sharepursuant to this prospectus supplement and the accompanying prospectus (the “Offering”). We may also sell to investors warrants (the“Warrants”) to purchase an aggregate of up to 4,510,000 shares of our Common Stock in a separate private placement. The Warrantsshall be delivered to the investors upon approval by the stockholders of the Company (as defined below) at a special stockholders’meeting (such issuance, the “Issuance” and the date of Issuance, the “Initial Issuance Date”) and if shareholders’ approval is obtained,shall be exercisable immediately upon Issuance, at an exercise price of $1.26 per share, and will expire five and a half (5.5) years fromthe Initial Issuance Date. The Warrants and the shares of Common Stock issuable upon the exercise of the Warrants, which are to beissued upon the receipt of the stockholders’ approval, will not be registered under the Securities Act of 1933, as amended, or theSecurities Act, and will not be offered pursuant to this prospectus supplement and the accompanying prospectus. The Warrants and theshares of Common Stock issuable upon the exercise of the Warrants will be offered pursuant to an exemption from the registrationrequirements of the Securities Act provided in Section 4(a)(2) and/or Rule 506(d) of Regulation D of the Securities Act. For a more detailed description of the shares of Common Stock, see the section entitled “Description of Our Securities WeAre Offering” beginning on page S-12. Our shares of Common Stock are currently traded on the NASDAQ Capital Market under the symbol “AIHS”. On November13, 2025, the closing sale price of our shares of Common Stock was $1.25 per share. As of the date of this prospectus supplement (“Pro Supp”), the aggregate market value of our outstanding shares of CommonStock held by non-affiliates was approximately $8,526,410.04 based on 3,207,489 outstanding shares of Common Stock, of which3,193,412 shares are held by non-affiliates, and a per share price of $2.67, which was the last reported price on the NASDAQ CapitalMarket of our Common Stock on September 16, 2025. We have not offered any securities pursuant to General Instruction I.B.6. ofForm S-3 during the prior 12 calendar month period that ends on and includes the date of this Pro Supp. We are a Nevada holding company conducting our operations through our subsidiaries in China. Our Common Stock ofSenmiao Technology Limited (the “Company”, “Senmiao”, “we”, “our” or “us”) are traded on the stock exchange, instead of shares ofour subsidiaries. Investors may never directly hold equity interests in our subsidiaries. As we conduct all of our operations through our subsidiaries in China, we face various legal and operational risks anduncertainties related to doing business in China that could result in a material change in our operations and/or the value of oursecurities. We are subject to complex and evolving PRC laws and regulations. The PRC government has recently issued statements andconducted regulatory actions relating to areas such as approvals, filings or other administrative requirements on offshore offerings,anti-monopoly regulatory actions, and oversight on cybersecurity and data privacy. The PRC government’s significant authority inregulating our operations in China and its oversight and control over offerings conducted overseas by, and foreign investment in,China-based issuers could significantly limit our and our PRC subsidiaries’ ability to conduct business and/or significantly limit orcompletely hinder our ability to offer or continue to offer securities to investors, accept foreign investments or list on a United Statesor other foreign exchange, or cause the value of our securities to significantly decline or be worthless. For more details, see “Item 1A— Risk Factors—Risks Related to Doing Business in China” in the Company’s annual report on Form 10-K for the fiscal year endedMarch 31, 2025 (the “2025 Annual Report”) filed with the Securities and Exchange Commission (the “Commission”) on July 10,2025. For example, the recently promulgated Data Security Law and the Personal Information Protection Law in 2021 posedadditional challenges to our cybersecurity and data privacy compliance. The new Cybersecurity Review Measures issued by theCyberspace Administration of China, or the CAC and several other PRC governmental authorities in December 2021, as well as theRegulations on the Network Data Security (Draft for Comments), or the Draft Regulations, published by the CAC for publiccomments in November 2021, imposed potential additional restrictions on China-based overseas-listed companies like