UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On August 8, 2024, Sichuan Senmiao Zecheng Business Consulting Co., Ltd. (the “Transferor”), a wholly-owned subsidiary of Senmiao Technology Limited (the “Company”), entered into a certain Acquisition Agreement with Debt Assumption Takeover (the “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 Transferor’s equity interest in Hunan Xixingtianxia Technology Co., Ltd. (the “Target”), a wholly-owned subsidiary of the Transferor.
Pursuant to the Acquisition Agreement, the Transferor will pay off substantially all of the Target’s outstanding obligations with respect to employee compensation before October 15, 2024; while the Purchaser will assume (the “Debt Assumption”) all external third party debts and obligations of the Target (where the creditors are not the Company and/or its consolidated subsidiaries) upon the closing (the “Closing”) in consideration for its Acquisition of the Target. Specifically, as part of the Debt Assumption, the Purchaser has agreed to transfer a certain amount of cash to the Target prior to the Closing to repay the Target’s bank loans. The Debt Assumption is subject to customary provisions, including regarding third-party guarantors of the Target’s obligations. The Acquisition does not involve a cash consideration in addition to the Debt Assumption. Closing is subject to customary conditions. Upon Closing, the Purchaser will receive 100% equity interest in the Target. The Acquisition Agreement also includes certain post-Closing obligations for the Transferor and the Purchaser, regarding the Target’s operations and obligations. The Acquisition is expected to close in September 2024. Despite of the foregoing, there is no assurance that the Closing will occur which could be a result of various factors including but not limited to the circumstance under which the Acquisition Party fails to make payments as per the closing conditions set forth above.
The foregoing description of the Acquisition Agreement is qualified in its entirety by reference to the full and complete terms of the Acquisition Agreement, which is included as Exhibit 10.1 to the Quarterly Report on Form 10-Q that was filed on August 14, 2024 and incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SENMIAO TECHNOLOGY LIMITED | ||
| Date: August 14, 2024 | By: | /s/ Xiaoyuan Zhang |
| Name: | Xiaoyuan Zhang | |
| Title: | Chief Financial Officer | |
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