What changed in Kaixin Holdings's 2025 10-K compared to 2024?

Across the narrative sections we track, Kaixin Holdings (KXIN) added 211 paragraphs, removed 207, and edited 170 between the 2024 and 2025 10-K filings. The biggest movers are Item 3. Legal Proceedings (+72/−63), Item 5. Market for Registrant's Common Equity (+53/−52), Item 6. [Reserved] (+40/−52).

What changed in Kaixin Holdings's MD&A (Item 7) in 2025?

Item 7 Management's Discussion & Analysis shows 1 new/edited paragraphs and 2 removed paragraphs year-over-year. Read the side-by-side diff to see exactly which revenue, margin, and outlook commentary was rewritten.

Did Kaixin Holdings's Legal Proceedings (Item 3) change in 2025?

Item 3 shows 72 added/edited paragraphs and 63 removed paragraphs — usually indicating new litigation disclosed or settled cases removed.

Where does this KXIN 10-K diff come from?

The source filings are Kaixin Holdings's official 2024 and 2025 Form 20-F annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

Kaixin HoldingsKXIN決算レポート

Nasdaq

Kaixin Holdings is a China-based digital entertainment and social service provider. It primarily offers casual mobile games, social interaction platforms and related value-added services targeting mass consumers in the Chinese market, focusing on younger user groups that prefer light, leisure-oriented digital content experiences.

What changed in Kaixin Holdings's 20-F — 2024 vs 2025

Top changes in Kaixin Holdings's 2025 20-F

211 paragraphs added · 207 removed · 170 edited across 5 sections

Item 3. Legal Proceedings+72 / −63 · 57 edited
Item 5. Market for Registrant's Common Equity+53 / −52 · 43 edited
Item 6. [Reserved]+40 / −52 · 34 edited
Item 4. Mine Safety Disclosures+45 / −38 · 35 edited
Item 7. Management's Discussion & Analysis+1 / −2 · 1 edited

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

57 edited+15 added−6 removed570 unchanged

2024 filing

2025 filing

We are required to continue to comply with the provisions of the laws, regulations and policies of mainland China for the operations of our subsidiaries in mainland China and we remain subject to the supervision of the relevant regulatory authorities of mainland China.

Given the uncertainties of interpretation and implementation of laws and regulations and the enforcement practice by government authorities, we may be required to obtain additional licenses, permits, filings or approvals for our business and operations in the future.

The HFCAA states if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit our shares from being traded on a national securities exchange or in the over-the-counter trading market in the U.S.

On December 16, 2021, the PCAOB issued a Determination Report which found that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in: (i) mainland China, and (ii) Hong Kong.

On December 29, 2022, the Consolidated Appropriations Act, 2023, was signed into law, which amended the HFCAA (i) to reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two, and (ii) so that any foreign jurisdiction could be the reason why the PCAOB does not have complete access to inspect or investigate a company’s auditors.

As it was originally enacted, the HFCAA applied only if the PCAOB’s inability to inspect or investigate because of a position taken by an authority in the foreign jurisdiction where the relevant public accounting firm is located.

As a result of the Consolidated Appropriations Act, 2023, the HFCAA now also applies if the PCAOB’s inability to inspect or investigate the relevant accounting firm is due to a position taken by an authority in any foreign jurisdiction. The denying jurisdiction does not need to be where the accounting firm is located.

Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions.

If PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we continue to use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year.

There can be no assurance that we would not be identified as a Commission-Identified Issuer for any future fiscal year, and if we were so identified for two consecutive years, we would become subject to the prohibition on trading under the HFCAA.

Our current auditor, Onestop Assurance PAC (“Onestop”), the independent registered public accounting firm that issue the audit reports included elsewhere in this Annual Report, is registered with the PCAOB. The PCAOB conducts regular inspections to assess its compliance with the applicable professional standards.

In accordance with the Draft Regulations, data processors shall apply for a cybersecurity review for certain activities, including, among other things, (i) the listing in a foreign country of data processors that process the personal information of more than one million users and (ii) any data processing activity that affects or may affect national security.

In accordance with the Regulations, data processors shall apply for a cybersecurity review for certain activities, including, among other things, (i) the listing in a foreign country of data processors that process the personal information of more than one million users and (ii) any data processing activity that affects or may affect national security.

The Revised Review Measures and the Draft Regulations remain unclear on whether the relevant requirements will be applicable to companies, which have been listed in the United States, such as us. They also remain uncertain whether the future regulatory changes would impose additional restrictions on companies like us.

The Revised Review Measures and the Regulations remain unclear on whether the relevant requirements will be applicable to companies, which have been listed in the United States, such as us. They also remain uncertain whether the future regulatory changes would impose additional restrictions on companies like us.

The Draft Regulations provide that data processors refer to individuals or organizations that, during their data processing activities such as data collection, storage, utilization, processing, transmission, provision, publication and deletion, have autonomy over the purpose and the manner of data processing.

The Regulations provide that data processors refer to individuals or organizations that, during their data processing activities such as data collection, storage, utilization, processing, transmission, provision, publication and deletion, have autonomy over the purpose and the manner of data processing.

To the extent cash or assets in the business are in the mainland China/Hong Kong or a mainland China/Hong Kong entity, funds or assets may not be available to fund operations or for other use outside of the PRC/Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of the holding company or its subsidiaries by the PRC government to transfer cash or assets.” 6 Table of Contents For the years ended December 31, 2022, 2023 and 2024, no dividends or distributions were made to Kaixin by our subsidiaries.

To the extent cash or assets in the business are in the mainland China/Hong Kong or a mainland China/Hong Kong entity, funds or assets may not be available to fund operations or for other use outside of the PRC/Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of the holding company or its subsidiaries by the PRC government to transfer cash or assets.” 6 Table of Contents For the years ended December 31, 2023, 2024 and 2025, no dividends or distributions were made to Kaixin by our subsidiaries.

Environmental impact registration forms (required in the case of very little environmental impact) are required to be filed with the competent authority and failure to satisfy such requirement may result in the imposition of fines up to RMB50,000 (US$7,042). We do not regularly conduct construction projects in the ordinary course of our business.

Environmental impact registration forms (required in the case of very little environmental impact) are required to be filed with the competent authority and failure to satisfy such requirement may result in the imposition of fines up to RMB50,000 (US$7,150). We do not regularly conduct construction projects in the ordinary course of our business.

Our ordinary shares are listed on the Nasdaq Capital Market. In order to maintain our listing on the Nasdaq Stock Market, we are required to comply with certain of the Nasdaq continued listing requirement, including those regarding minimum stockholders’ equity, minimum share price, minimum market value of publicly held shares, and various additional requirements.

Our class A ordinary shares are listed on the Nasdaq Capital Market. In order to maintain our listing on the Nasdaq Stock Market, we are required to comply with certain of the Nasdaq continued listing requirement, including those regarding minimum stockholders’ equity, minimum share price, minimum market value of publicly held shares, and various additional requirements.

However, there have been no clarifications from the relevant authorities as of the date of this Annual Report as to the standards for determining whether an activity is one that “affects or may affect national security.” In addition, the Draft Regulations requires that data processors that process “important data” or are listed overseas must conduct an annual data security assessment by itself or commission a data security service provider to do so, and submit the assessment report of the preceding year to the municipal cybersecurity department by the end of January each year.

However, there have been no clarifications from the relevant authorities as of the date of this Annual Report as to the standards for determining whether an activity is one that “affects or may affect national security.” In addition, the Regulations requires that data processors that process “important data” or are listed overseas must conduct an annual data security assessment by itself or commission a data security service provider to do so, and submit the assessment report of the preceding year to the municipal cybersecurity department.

As a result, we do not expect to be identified as a “Commission-Identified Issuer” under the HFCAA for the fiscal year ended December 31, 2024, after we file our annual report on Form 20-F for such fiscal year.

As a result, we do not expect to be identified as a “Commission-Identified Issuer” under the HFCAA for the fiscal year ended December 31, 2025 after we file our annual report on Form 20-F for such fiscal year.

The Reverse Split took effect and began trading on the Nasdaq Capital Market on a split-adjusted basis when the market opened on October 25, 2024. Upon successful completion of the Reverse Split, we received a notification letter from Nasdaq on September 12, 2024, advising our Company that we regained compliance with the Bid Price Rule requirement.

The October 2024 Share Consolidation took effect and began trading on the Nasdaq Capital Market on a split-adjusted basis when the market opened on October 25, 2024. Upon successful completion of the October 2024 Share Consolidation, we received a notification letter from Nasdaq on September 12, 2024, advising our Company that we regained compliance with the Bid Price Rule requirement.

Any of the above may materially and adversely affect our financial condition and results of operations. 14 Table of Contents In order to expand our base of car buyers, we must continue to invest significant resources in the development of new solutions and services and build our relationships with financial institutions and auto dealers.

Any of the above may materially and adversely affect our financial condition and results of operations. In order to expand our base of car buyers, we must continue to invest significant resources in the development of new solutions and services and build our relationships with financial institutions and auto dealers.

We recorded selling and marketing expenses of approximately US$2.1 million, US$3.3 million and US$1.0 million in 2022, 2023 and 2024, respectively. Our business model relies on our ability to scale rapidly and to appropriately manage customer acquisition costs as we grow.

We recorded selling and marketing expenses of approximately US$3.3 million, US$1.0 million and US$0.1 million, in 2023, 2024 and 2025, respectively. Our business model relies on our ability to scale rapidly and to appropriately manage customer acquisition costs as we grow.

If we are unable to adapt to any of these factors in the rapidly-evolving market, our business, performance and results of operations could suffer. Our success depends on our ability to attract prospective car buyers. The growth of our business depends on our ability to attract prospective car buyers.

If we are unable to adapt to any of these factors in the rapidly-evolving market, our business, performance and results of operations could suffer. 14 Table of Contents Our success depends on our ability to attract prospective car buyers. The growth of our business depends on our ability to attract prospective car buyers.

For the years ended December 31, 2022, 2023 and 2024, no assets other than cash were transferred through our organization.

For the years ended December 31, 2023, 2024 and 2025, no assets other than cash were transferred through our organization.

As of December 31, 2024, we had three Dealerships. Our control over our Dealerships may not be as effective as if we fully owned these partners’ businesses, which could potentially make it difficult for us to manage them. The Dealerships and their employees directly interact with consumers and other dealerships, and their performance directly affects our reputation and brand image.

As of December 31, 2025, we had one dealership. Our control over our Dealerships may not be as effective as if we fully owned these partners’ businesses, which could potentially make it difficult for us to manage them. The Dealerships and their employees directly interact with consumers and other dealerships, and their performance directly affects our reputation and brand image.

Non-compliance could result in penalties or other significant legal liabilities. 29 Table of Contents The PRC Cybersecurity Law, which took effect in June 2017, created China’s first national-level data protection framework for “network operators.” It is relatively new and subject to interpretations by the regulator.

Non-compliance could result in penalties or other significant legal liabilities. 29 Table of Contents The PRC Cybersecurity Law, which took effect in June 2017,and was amended on October 28, 2025. created China’s first national-level data protection framework for “network operators.” It is relatively new and subject to interpretations by the regulator.

This could result in increased costs to acquire used vehicle inventory and decreased margins on units sold. The global macroeconomic environment is facing numerous challenges.

This could result in increased costs to acquire used vehicle inventory and decreased margins on units sold. 15 Table of Contents The global macroeconomic environment is facing numerous challenges.

Furthermore, on August 31, 2022, the CAC promulgated the Guidelines for filing the Outbound Data Transfer Security Assessment (Version 1), which provides that acts of outbound data transfer include (i) overseas transmission and storage by data processors of data generated during mainland China domestic operations; (ii) the access to, use, download or export of the data collected and generated by data processors and stored in mainland China by overseas institutions, organizations or individuals; and (iii) other acts as specified by the CAC.

Furthermore, on June 27, 2025, the CAC promulgated the Guidelines for filing the Outbound Data Transfer Security Assessment (Version 3), which provides that acts of outbound data transfer include (i) overseas transmission and storage by data processors of data generated during mainland China domestic operations; (ii) the access to, use, download or export of the data collected and generated by data processors and stored in mainland China by overseas institutions, organizations or individuals; and (iii) other acts as specified by the CAC.

In order to regain compliance with Nasdaq’s low priced stock requirement, we effected a reverse stock split (the “Reverse Split”) of our authorized, issued and outstanding ordinary shares, par value $0.00075 each, at a ratio of 1-for-60 so that every sixty Class A ordinary shares authorized and issued were to be combined into one consolidated Class A ordinary share, par value $0.045 each.

In order to regain compliance with Nasdaq’s low priced stock requirement, we effected a share consolidation (the “October 2024 Share Consolidation”) of our authorized, issued and outstanding ordinary shares, par value $0.00075 each, at a ratio of 1-for-60 so that every sixty Class A ordinary shares authorized and issued were to be combined into one consolidated Class A ordinary share, par value $0.045 each.

We incurred net losses of US$84.6 million, US$53.6 million and US$41.0 million in 2022, 2023 and 2024, respectively. We also had cash outflows from operating activities of US$2.4 million, US$2.1 million and US$3.0 million in 2022, 2023 and 2024, respectively. We have experienced recurring losses from operations. As of December 31, 2024, we had an accumulated deficit of US$377.5 million.

We incurred net losses of US$53.6 million, US$41.0 million and US$53.9 million in 2023, 2024 and 2025, respectively. We also had cash outflows from operating activities of US$2.1 million, US$3.0 million and US$2.6 million in 2023, 2024 and 2025, respectively. We have experienced recurring losses from operations. As of December 31, 2025, we had an accumulated deficit of US$431.5 million.

Due to the disparate voting powers associated with our two classes of ordinary shares, as of December 31, 2024, Mr. Mingjun Lin, our chief executive officer, beneficially owned 53.9% of the aggregate voting power of our company, and Ms. Yi Yang, our chief financial officer, beneficially owned 44.1% of the aggregate voting power of our company. See “Item 6.E.

Due to the disparate voting powers associated with our two classes of ordinary shares, as of December 31, 2025, Mr. Mingjun Lin, our chief executive officer, beneficially owned 52.9% of the aggregate voting power of our company, and Ms. Yi Yang, our chief financial officer, beneficially owned 43.3% of the aggregate voting power of our company. See “Item 6.E.

The PRC automotive retail market, including the consumer automotive finance market, is highly dynamic. While it has undergone significant growth in the past few years, there is no assurance that it can continue to grow rapidly.

We operate in an evolving and fast-changing market. The PRC automotive retail market, including the consumer automotive finance market, is highly dynamic. While it has undergone significant growth in the past few years, there is no assurance that it can continue to grow rapidly.

If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to pursue our business objectives, fund our Dealerships and respond to business opportunities, challenges or unforeseen circumstances could be significantly limited, and our business, financial condition, results of operations and prospects could be adversely affected. 13 Table of Contents We operate in an evolving and fast-changing market.

As a result of any service disruptions associated with Dealerships, our customers’ satisfaction, brand, reputation, operations and financial performance may be materially and adversely affected. Our subsidiaries may not be able to successfully expand or maintain our network of Dealerships. As of December 31, 2024, we had a network of three Dealerships.

On August 22, 2023, the acquisition of Morning Star completed, after which Kaixin owns all assets and business operations related to the POCCO brand of electric vehicles (POCCO EV), which constitutes big progress toward Kaixin’s successful transformation into a new energy vehicle manufacturing company.

Repayment of debt may divert a substantial portion of cash flow to repay principal and service interest on such debt, which would reduce the funds available for expenses, capital expenditures, acquisitions and other general corporate purposes; and we may suffer default and foreclosure on our assets if our operating cash flow is insufficient to service debt obligations, thus result in the acceleration of obligations to repay the indebtedness and limit our sources of financing.

Further, pursuant to the currently effectively Special Administrative Measures for Market Access of Foreign Investment (2021 Version) (the “2021 Negative List”), which came into effect on January 1, 2022, the limit on foreign ownership of automakers has been lifted since 2022.

Further, pursuant to the currently effectively Special Administrative Measures for Market Access of Foreign Investment (2024 Version) (the “2024 Negative List”), which came into effect on April 8, 2024, the limit on foreign ownership of automakers has been lifted since 2022.

We have not expanded our network since May 2018. The Dealership network is a foundation of our car sales operations, and we rely on the Dealerships in providing services to car buyers and financial institutions.

The Dealership network is a foundation of our car sales operations, and we rely on the Dealerships in providing services to car buyers and financial institutions.

A severe or prolonged downturn in the Chinese or global economy could materially and adversely affect our business and financial condition. 16 Table of Contents Cyber-attacks, computer viruses, physical or electronic break-ins or other unauthorized access to our or our business partners’ computer systems could result in the misuse of confidential information and misappropriation of funds of our customers, which subject us to liabilities, cause reputational harm and adversely impact our results of operations and financial condition.

Cyber-attacks, computer viruses, physical or electronic break-ins or other unauthorized access to our or our business partners’ computer systems could result in the misuse of confidential information and misappropriation of funds of our customers, which subject us to liabilities, cause reputational harm and adversely impact our results of operations and financial condition.

In August, 2023, the Company closed the acquisition of Morning Star, which mainly produces miniature electric vehicles under the POCCO brand. Following the closing, Morning Star has become a wholly-owned subsidiary of Kaixin, which represents the Company’s official entry into the field of new energy vehicle manufacturing. Our NEV business may not achieve expected results.

In August, 2023, the Company closed the acquisition of Morning Star, which mainly produces miniature electric vehicles under the POCCO brand. Following the closing, Morning Star has become a wholly-owned subsidiary of Kaixin, which represents the Company’s entry into the field of new energy vehicle manufacturing. In December 2024, the Company disposed of Morning Star.

The Cyber Security Law of the PRC, issued in November 2016, requires us to take immediate remedial measures when we discover that our products or services are subject to risks, such as security defects or bugs. Such remedial measures include, informing our customers of the specific risks and reporting such risks to the relevant competent departments.

The Cyber Security Law of the PRC, issued in November 2016 and amended in October 2025, requires us to take immediate remedial measures when we discover that our products or services are subject to risks, such as security defects or bugs.

For instance, our vehicles may not have the durability or longevity of other comparable vehicles in the market, and may not be as easy and convenient to repair.

Our NEV business faced significant challenges and may not achieve expected results. For instance, our vehicles may not have the durability or longevity of other comparable vehicles in the market, and may not be as easy and convenient to repair.

The insurance industry in China is still evolving, and insurance companies in China currently offer limited business-related insurance products. We do not maintain business interruption insurance or general third-party liability insurance, nor do we maintain property insurance.

We have limited insurance coverage which could expose us to significant costs and business disruption. The insurance industry in China is still evolving, and insurance companies in China currently offer limited business-related insurance products. We do not maintain business interruption insurance or general third-party liability insurance, nor do we maintain property insurance.

Any interruptions or delays in our services, whether as a result of third-party error or our own error, natural disasters or security breaches, whether accidental or willful, could harm our relationships with our customers and damage our reputation, thus subject us to liabilities and cause customers to abandon our Dealership network, any of which could adversely affect our business, financial condition and results of operations.

Additionally, our insurance policies may not adequately compensate us for any losses that we may incur during service disruptions or outages. 16 Table of Contents Any interruptions or delays in our services, whether as a result of third-party error or our own error, natural disasters or security breaches, whether accidental or willful, could harm our relationships with our customers and damage our reputation, thus subject us to liabilities and cause customers to abandon our Dealership network, any of which could adversely affect our business, financial condition and results of operations.

However, the integration of any acquired entities or assets into our operations could require significant attention from our management. The diversion of the attention of our management and any difficulties encountered in the integration process could have an adverse effect on our ability to manage our business.

The diversion of the attention of our management and any difficulties encountered in the integration process could have an adverse effect on our ability to manage our business.

Instead, the Nasdaq will issue a delist determination letter and the Company will have an opportunity to request a new hearing with the initial Panel or a newly convened hearings panel if the initial Panel is unavailable. The Company will have the opportunity to respond/present to the hearings panel as provided by Listing Rule 5815(d)(4)(C). 46 Table of Contents

The Regulations supplemented and specified the provisions on the security of critical information infrastructure as stated in the Cybersecurity Review Measures, which was issued on April 13, 2020 and was amended on December 28, 2021.

On August 17, 2021, the State Council promulgated the Regulations on the Protection of the Security of Critical Information Infrastructure (the “Regulations”), which took effect on September 1, 2021. The Regulations supplemented and specified the provisions on the security of critical information infrastructure as stated in the Cybersecurity Review Measures, which was issued on December 28, 2021.

In July 2021, the state council promulgated the Regulations on Protection of Critical Information Infrastructure, which became effective on September 1, 2021.

If we are deemed to be a critical information infrastructure operator under the PRC cybersecurity laws and regulations, we may be subject to obligations in addition to what we have fulfilled under the PRC cybersecurity laws and regulations. 17 Table of Contents In November 2021, the CAC released the Regulations of Internet Data Security Management (Draft for Comments), or the Draft Regulations.

If we are deemed to be a critical information infrastructure operator under the PRC cybersecurity laws and regulations, we may be subject to obligations in addition to what we have fulfilled under the PRC cybersecurity laws and regulations. 17 Table of Contents The State Council issued the “Internet Data Security Management Regulations” in September 2024, which came into effect on January 1, 2025, or the Regulations.

In September 2022, the CAC promulgated the Decision to Amend the Cybersecurity Law of the People’s Republic of China (Draft for Comments), which mainly involves amendments in the following aspects: (i) improving the legal liability system for violating the general provisions of network operation security, (ii) modifying the legal liability system for security protection of critical information infrastructure, (iii) adjusting the legal liability system for network information security, and (iv) revising the legal liability system for personal information protection.

In September 2022, the CAC issued the “Decision on Amending the Cybersecurity Law of the People’s Republic of China (Draft for Comments).” After undergoing two rounds of public consultation and two deliberations, the amendment was finally passed in October 2025 and officially took effect on January 1, 2026., Management Regulations mainly involves amendments in the following aspects: (i) improving the legal liability system for violating the general provisions of network operation security, (ii) modifying the legal liability system for security protection of critical information infrastructure, (iii) adjusting the legal liability system for network information security, and (iv) revising the legal liability system for personal information protection.

We may not be able to recover all data and services in the event of a service disruption or outage. Additionally, our insurance policies may not adequately compensate us for any losses that we may incur during service disruptions or outages.

We may not be able to recover all data and services in the event of a service disruption or outage.

Economic conditions in China are sensitive to global economic conditions, as well as changes in domestic economic and political policies and the expected or perceived overall economic growth rate in China. Any severe or prolonged slowdown in the global or Chinese economy may materially and adversely affect our business, results of operations and financial condition.

These measures outline the requirements and procedures for security assessments on export of important data or personal information collected or generated within the territory of mainland China. Furthermore, these measures provide that the security assessment shall combine pre-assessment and continuous supervision, and risk self-assessment and security assessment to prevent data export security risks.

Furthermore, these measures provide that the security assessment shall combine pre-assessment and continuous supervision, and risk self-assessment and security assessment to prevent data export security risks.

Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof.

Accordingly, government actions in the future, includingmajor changes in economic development policiesor local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof.

Any severe or prolonged slowdown in the global or Chinese economy may materially and adversely affect our business, results of operations and financial condition. 15 Table of Contents Our business generates and processes a significant amount of data, and improper handling of or unauthorized access to such data may adversely affect our business.

Our business generates and processes a significant amount of data, and improper handling of or unauthorized access to such data may adversely affect our business.

In June 2021, the SCNPC promulgated the PRC Data Security Law, which took effect in September 2021. The PRC Data Security Law, among other things, provides for security review procedure for data-related activities that may affect national security. In July 2021, the state council promulgated the Regulations on Protection of Critical Information Infrastructure, which became effective on September 1, 2021.

Such remedial measures include, informing our customers of the specific risks and reporting such risks to the relevant competent departments. In June 2021, the SCNPC promulgated the PRC Data Security Law, which took effect in September 2021. The PRC Data Security Law, among other things, provides for security review procedure for data-related activities that may affect national security.

Sales of substantial amounts of our ordinary shares in the public market, or the perception that these sales could occur, may adversely affect the market price of our ordinary shares. As of December 31, 2024, we had 6,589,162 ordinary shares outstanding, including 5,249,589 ordinary shares that are freely transferable without restriction or additional registration under the Securities Act.

Sales of substantial amounts of our ordinary shares in the public market, or the perception that these sales could occur, may adversely affect the market price of our ordinary shares.

Removed

Volatility in the credit markets may also have an adverse effect on our ability to obtain debt financing.

Added

(the “ Purchaser ”), a wholly owned subsidiary of the Company, the sole shareholder (the “Seller”) of the Target Company (as defined below) and AUTOA2A, LTD as an escrow agent entered into a securities purchase agreement (the “Purchase Agreement”).

Removed

As of the date of this Annual Report, the Draft Regulations was released for public comment only, and their respective provisions and anticipated adoption or effective date may be subject to change with substantial uncertainty. In July 2022, the CAC promulgated the Measures for the Security Assessment of Outbound Data, which became effective on September 1, 2022.

Added

Pursuant to the Purchase Agreement, the Purchaser agreed to acquire the entire equity interest (the “ Sale Shares ”) in Zhejiang Ordinary Smile Auto Sales Co., Ltd.

Removed

As of the date of this Annual Report, the aforementioned draft amendments have not been adopted and there still exists substantial uncertainties regarding to anticipated adoption or effective date at this stage.

Added

(the “Target Company”), in return, the Company agreed to issue up to an aggregate of 15 million newly issued Class A ordinary shares to the Seller as consideration (the “Consideration Shares”), which shall be held in escrow and be released subject to a five-year-performance targets as set forth in the Purchase Agreement.

Removed

On August 23, 2013, the Notice of The General Office of Beijing Municipal People’s Government on Printing and Distributing the Key Task Breakdown of Beijing Clean Air Action Plan for 2013-2017 was published to limit the total number of vehicles in Beijing to no more than six million by the end of 2017.

Added

Upon completion, the Target Company will become an indirect wholly owned subsidiary of the Company. However, the integration of any acquired entities or assets into our operations could require significant attention from our management.

Removed

Such regulatory developments, as well as other uncertainties, may adversely affect the growth prospects of China’s automotive industry, which in turn may have a material adverse impact on our business. We have limited insurance coverage which could expose us to significant costs and business disruption.

Added

A severe or prolonged downturn in the Chinese or global economy could materially and adversely affect our business and financial condition.

Removed

Furthermore, the CAC released the draft of the Regulations on Network Data Security Management (the “Draft Regulations”) in November 2021 for public consultation, which among other things, stipulates that a data processor listed overseas must conduct an annual data security review by itself or by engaging a data security service provider and submit the annual data security review report for a given year to the municipal cybersecurity department before January 31 of the following year.

Added

In July 2022, the CAC promulgated the Measures for the Security Assessment of Outbound Data, which became effective on September 1, 2022. These measures outline the requirements and procedures for security assessments on export of important data or personal information collected or generated within the territory of mainland China.

Added

On December 23, 2010, the Beijing Municipal People’s Government issued the “Interim Provisions on the Quantity Control of Small Passenger Vehicles in Beijing” (hereinafter referred to as the “Provisions”).

Added

The Provisions were most recently revised in 2020.Beijing continues to impose limits on the total number of motor vehicles in the city.According to the Provisions, the annual growth quota for small passenger vehicles and the allocation ratios shall be reasonably determined by the municipal transport authority, in consultation with relevant administrative departments including the Municipal Development and Reform Commission, the Public Security Traffic Management Authority, and the Ecology and Environment Department, based on factors such as demand for small passenger vehicles, road traffic conditions, and environmental carrying capacity..Such regulatory developments, as well as other uncertainties, may adversely affect the growth prospects of China’s automotive industry, which in turn may have a material adverse impact on our business.

Added

Furthermore, In September 2024, the State Council issued the “Internet Data Security Management Regulations,” which came into effect on January 1, 2025, commonly referred to as the Security Regulations.

Added

It stipulates that data processors listed overseas must conduct an annual data risk assessment either independently or through a data security service provider and submit the data risk assessment report to the provincial-level cyberspace administration where they are located.

Added

As of December 31, 2025, we had 23,449,793 total number of outstanding shares consisting of (i) 21,279,792 Class A ordinary shares of a par value of US$1.35 each, of which 15,006,574 are restricted shares and (ii) 2,170,001 Class B ordinary shares of a par value of US$1.35 each, all of which are restricted shares.

Added

The Company will have the opportunity to respond/present to the hearings panel as provided by Listing Rule 5815(d)(4)(C). 46 Table of Contents On December 1, 2025, we effected a reverse stock split of our authorized, issued and unissued ordinary shares, par value $0.045 each, at a ratio of 1-for-30 so that every thirty Class A and every thirty Class B ordinary shares authorized issued and unissued were to be combined into one consolidated Class A and one Class B ordinary share, par value $1.35 each.

Added

The share consolidation took effect and began trading on the Nasdaq Capital Market on a split-adjusted basis when the market opened on December 1, 2025. In addition, on March 13, 2026, we effectuated a 1-15 share consolidation of our Class A ordinary shares and Class B ordinary shares.

Added

Pursuant to the share consolidation, every fifteen issued and unissued Class A ordinary shares and Class B ordinary shares of a par value of US$1.35 each in the share capital of the Company was consolidated into one consolidated Class A ordinary share and Class B ordinary shares, of a par value of US$20.35.

Added

The share consolidation took effect and began trading on the Nasdaq Capital Market on a split-adjusted basis when the market opened on March 13, 2026.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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2024 filing

2025 filing

We have registered domain names including www.kaixin.com, www.htche.com and www.htche.net. 64 Table of Contents Regulations on Anti-unfair Competition Under the Anti-unfair Competition Law, effective in 1993 and revised in 2017 and 2019, a business operator is prohibited from carrying out acts intending to cause confusion, which would mislead others into thinking that its products belong to another party or that there is an association with another party, by: ● using without permission, a mark that is identical with or similar to product names, packaging or decoration of others with a certain degree of influence; ● using without permission, the name of an enterprise, a social organization or an individual with a certain degree of influence; ● using without permission, the main element of a domain name, website name or webpage with a certain degree of influence; or ● carrying out confusing acts that are sufficient to mislead others into thinking that a product belongs to another party or there is an affiliation with another party.

We have registered domain names including www.kaixin.com, www.htche.com and www.htche.net. 64 Table of Contents Regulations on Anti-unfair Competition Under the Anti-unfair Competition Law, effective in 1993 and revised in 2017, 2019 and 2025, a business operator is prohibited from carrying out acts intending to cause confusion, which would mislead others into thinking that its products belong to another party or that there is an association with another party, by: ● using without permission, a mark that is identical with or similar to product names, packaging or decoration of others with a certain degree of influence; ● using without permission, the name of an enterprise, a social organization or an individual with a certain degree of influence; ● using without permission, the main element of a domain name, website name or webpage with a certain degree of influence; or ● carrying out confusing acts that are sufficient to mislead others into thinking that a product belongs to another party or there is an affiliation with another party.

We lease approximately 541 square meters of office space in Beijing, China as of the date of the Annual Report. Our Dealership Outlets lease operating spaces in various Chinese cities. We lease our premises under non-cancelable operating lease agreements. Our servers are primarily hosted at internet data centers owned by a major domestic internet data center provider.

We lease approximately 300 square meters of office space in Beijing, China as of the date of the Annual Report. Our Dealership Outlets lease operating spaces in various Chinese cities. We lease our premises under non-cancelable operating lease agreements. Our servers are primarily hosted at internet data centers owned by a major domestic internet data center provider.

We sourced, marketed, and sold approximately 879, 525, and nil vehicles to customers across China in 2022, 2023, and 2024, respectively. We are actively looking for opportunities to expand into the business area of electronic vehicles. We set up the New Energy Vehicles Department in 2021 and delivered the new NEV prototype to our customers at the end of 2022.

We sourced, marketed, and sold approximately 525, nil, and nil vehicles to customers across China in 2023, 2024 and 2025, respectively. We are actively looking for opportunities to expand into the business area of electronic vehicles. We set up the New Energy Vehicles Department in 2021 and delivered the new NEV prototype to our customers at the end of 2022.

In our scoring system, we consider a number of factors in the area served, including: ● location, nature and quality; ● population density; ● age distribution and average disposable income of consumers; 50 Table of Contents ● spending patterns, dining habits and frequency of consumers; ● locations of other car dealerships; ● estimated customer traffic; ● structure of the dealership, including availability of showroom and parking space; and ● rental costs, lease economics and estimated return on investments.

In our scoring system, we consider a number of factors in the area served, including: ● location, nature and quality; ● population density; ● age distribution and average disposable income of consumers; ● spending patterns, dining habits and frequency of consumers; ● locations of other car dealerships; ● estimated customer traffic; ● structure of the dealership, including availability of showroom and parking space; and ● rental costs, lease economics and estimated return on investments.

Pursuant to the agreement between the Jieying Legal Representative, as principal, and a Dealership employee, as agent: o The Jieying Legal Representative authorizes the Dealership employee to purchase a vehicle on his or her behalf. 52 Table of Contents o The Jieying Legal Representative authorizes the Dealership employee to register such Dealership employee as the named transferee of the vehicle and the owner of the vehicle, while the Jieying Legal Representative retains legal ownership of the vehicle. o When the vehicle is sold by the Jieying Legal Representative, the Dealership employee is responsible to handle third-party transfer procedures in a timely manner. ● Loan and Service Agreement .

Pursuant to the agreement between the Jieying Legal Representative, as principal, and a Dealership employee, as agent: o The Jieying Legal Representative authorizes the Dealership employee to purchase a vehicle on his or her behalf. o The Jieying Legal Representative authorizes the Dealership employee to register such Dealership employee as the named transferee of the vehicle and the owner of the vehicle, while the Jieying Legal Representative retains legal ownership of the vehicle. o When the vehicle is sold by the Jieying Legal Representative, the Dealership employee is responsible to handle third-party transfer procedures in a timely manner. ● Loan and Service Agreement .

Pursuant to the agreement among the owner of a used car as seller, the Jieying Legal Representative as purchaser, and a Dealership employee, as registered owner: o The Jieying Legal Representative is to purchase the used car and register it in the name of a designated employee of the relevant Dealership. o Anhui Xin Jieying provides technology consulting services and operational management system services to the Jieying Legal Representative, who in turn pays service fees to Anhui Xin Jieying. ● Used Car Agency Services Agreement .

Pursuant to the agreement among the owner of a used car as seller, the Jieying Legal Representative as purchaser, and a Dealership employee, as registered owner: o The Jieying Legal Representative is to purchase the used car and register it in the name of a designated employee of the relevant Dealership. 52 Table of Contents o Anhui Xin Jieying provides technology consulting services and operational management system services to the Jieying Legal Representative, who in turn pays service fees to Anhui Xin Jieying. ● Used Car Agency Services Agreement .

Risk Factors — Risks Related to Our Business and Industry — We may be unable to prevent others from unauthorized use of its intellectual property, which could harm its business and competitive position.” Seasonality Our automobile sales business is affected by seasonality in automobile sales, which tends to affect dealers’ needs for financing for new inventory.

Risk Factors — Risks Related to Our Business and Industry — We may be unable to prevent others from unauthorized use of its intellectual property, which could harm its business and competitive position.” 55 Table of Contents Seasonality Our automobile sales business is affected by seasonality in automobile sales, which tends to affect dealers’ needs for financing for new inventory.

It also creates a common culture to promote bonding and buy-in among our direct employees, dealers and other workers. Our internal team for Dealership management is responsible for development and expansion of our Dealership network. One of their responsibilities is to monitor the compliance with the operational obligations for the management of our Dealerships.

It also creates a common culture to promote bonding and buy-in among our direct employees, dealers and other workers. 51 Table of Contents Our internal team for Dealership management is responsible for development and expansion of our Dealership network. One of their responsibilities is to monitor the compliance with the operational obligations for the management of our Dealerships.

Our Dealerships also engage in certain other promotional activities, including placement of local radio ads. 54 Table of Contents We anticipate that our future sales and marketing expenses will consist primarily of performance-based advertising, with the focus of driving traffic that will translate into customer purchases.

Our Dealerships also engage in certain other promotional activities, including placement of local radio ads. We anticipate that our future sales and marketing expenses will consist primarily of performance-based advertising, with the focus of driving traffic that will translate into customer purchases.

In April 2017, the equity interests of Renren Finance, Inc., a subsidiary of Moatable, were transferred to KAG for nil consideration. Renren Finance Inc. and its subsidiary were mainly engaged in the provision of internet-based financing to used car dealerships. 47 Table of Contents ● Transfer of Equity Interests and Reorganization of Qianxiang Changda.

In April 2017, the equity interests of Renren Finance, Inc., a subsidiary of Moatable, were transferred to KAG for nil consideration. Renren Finance Inc. and its subsidiary were mainly engaged in the provision of internet-based financing to used car dealerships. ● Transfer of Equity Interests and Reorganization of Qianxiang Changda.

They agreed to act in concert in key issues related to the operations and corporate governance of Kaixin. Following the completion of the reverse acquisition, KAH is the consolidated parent of Haitaoche and the resulting company operates under the KAH corporate name. Haitaoche’s historical financial statements became the historical financial statements of the Company.

They agreed to act in concert in key issues related to the operations and corporate governance of Kaixin. 48 Table of Contents Following the completion of the reverse acquisition, KAH is the consolidated parent of Haitaoche and the resulting company operates under the KAH corporate name. Haitaoche’s historical financial statements became the historical financial statements of the Company.

We believe that this is a key advantage over our competitors, whether traditional dealers, who do not have a strong online presence, or online-only competitors, who lack the offline infrastructure and in-store experiences that we are able to provide. Marketing and Brand Promotion We believe that brand recognition is important to our ability to attract users.

We believe that this is a key advantage over our competitors, whether traditional dealers, who do not have a strong online presence, or online-only competitors, who lack the offline infrastructure and in-store experiences that we are able to provide. 54 Table of Contents Marketing and Brand Promotion We believe that brand recognition is important to our ability to attract users.

The Company has had ongoing negotiations with these noncontrolling shareholders and the Company has reached settlement agreements with some of these noncontrolling shareholders in the second half of 2021. 53 Table of Contents The following is a summary of the key terms of the settlement agreements which we entered into with certain noncontrolling shareholders.

The Company has had ongoing negotiations with these noncontrolling shareholders and the Company has reached settlement agreements with some of these noncontrolling shareholders in the second half of 2021. The following is a summary of the key terms of the settlement agreements which we entered into with certain noncontrolling shareholders.

On August 22, 2023, the acquisition of Morning Star completed, after which Kaixin owns all assets and business operations related to POCCO EVs, which constitutes big progress toward Kaixin’s successful transformation into a new energy vehicle manufacturing company.

When a used car is sold, the Jieying Legal Representative transfers the legal ownership to the purchaser, while the Dealership employee completes the registration transfer from his or her name to the name of the purchaser. The proceeds are remitted to Anhui Xin Jieying.

On June 25, 2021, we closed the Haitaoche Acquisition. Haitaoche is a China-based merchant for domestic and imported automobiles. The manufacture and distribution of automobiles are undergoing significant changes in China, which are expected to create new opportunities and business models. Haitaoche strives to become a leading automobile retail platform in China.

Haitaoche is a China-based merchant for domestic and imported automobiles. The manufacture and distribution of automobiles are undergoing significant changes in China, which are expected to create new opportunities and business models. Haitaoche strives to become a leading automobile retail platform in China.

Haitaoche is a holding company incorporated under the laws of the Cayman Islands on January 13, 2015. Haitaoche conducts operations through its variable interest entities in the People’s Republic of China.

We provide car buyers in China with access to a wide selection of used vehicles across our network of Dealerships, with a focus on premium brands, such as Audi, BMW, Mercedes-Benz, Land Rover, Bentley, Rolls-Royce, and Porsche. 49 Table of Contents China is the world’s largest automotive market both in demand and supply in 2024.

We provide car buyers in China with access to a wide selection of used vehicles across our network of Dealerships, with a focus on premium brands, such as Audi, BMW, Mercedes-Benz, Land Rover, Bentley, Rolls-Royce, and Porsche. China is the world’s largest automotive market both in demand and supply in 2025. On June 25, 2021, we closed the Haitaoche Acquisition.

Our Dealership Network As of December 31, 2024, we had three Dealerships. Our network of Dealerships is focused primarily on tier 2 and below cities, where we believe the mix of cost structure, consumers’ demand and opportunity for growth is most favorable.

Our network of Dealerships is focused primarily on tier 2 and below cities, where we believe the mix of cost structure, consumers’ demand and opportunity for growth is most favorable.

In connection with the growth of this business, KAG was rebranded in the first quarter of 2016 as Renren Financial Holdings. In 2017, Moatable’s finance business, as well as certain shell companies were transferred to KAG, and certain reorganization steps were undertaken. The main components of the reorganization include: ● Establishment of Anhui Xin Jieying (renamed from Shanghai Jieying).

On March 24, 2006, the Ministry of Commerce promulgated the Specifications for Used Automobile Trade, which provided detailed requirements as to the responsibilities of used automobiles trading entity regarding the trading of used automobiles, including confirming the identity of the seller and the legitimacy of the used automobiles, signing contract for used automobile trading, establishing transaction archives and keeping records for at least three years.

On September 1, 2016, the Ministry of Commerce promulgated the management Standards for Used Automobiles Distribution Enterprises, which provided detailed requirements as to the responsibilities of used automobiles trading entity regarding the trading of used automobiles, including confirming the identity of the seller and the legitimacy of the used automobiles, signing contract for used automobile trading, establishing transaction archives and keeping records for at least three years.

Our relationships with our Dealerships are described in further details below under “—Certain Legal Arrangements — Legal Arrangements with Dealerships”. 51 Table of Contents Entry into the NEV Market By integrating the operations and resources of Haitaoche with the used car dealership business, we are currently engaged in the sales of both new and used, domestic and imported automobiles and will be actively looking for opportunities to expand into the business area of electronic vehicles.

Entry into the NEV Market By integrating the operations and resources of Haitaoche with the used car dealership business, we are currently engaged in the sales of both new and used, domestic and imported automobiles and will be actively looking for opportunities to expand into the business area of electronic vehicles.

As our auto sales business is still growing rapidly, seasonality may be less evident than it otherwise would be, and as the business continues to evolve, the nature of seasonality may change.

As our auto sales business is still growing rapidly, seasonality may be less evident than it otherwise would be, and as the business continues to evolve, the nature of seasonality may change. Regulation This section summarizes the current major PRC laws and regulations which are relevant to our business and operations.

Regulation This section summarizes the current major PRC laws and regulations which are relevant to our business and operations. 55 Table of Contents Regulations on Used Automobile Trading On August 29, 2005, SAT, SAIC, the Ministry of Commerce and the Ministry of Public Security jointly promulgated the Measures for the Administration of the Trading of Used Automobiles, or the Used Automobile Trading Measures, which became effective on October 1, 2005 and further revised on September 14, 2017.

Regulations on Used Automobile Trading On August 29, 2005, SAT, SAIC, the Ministry of Commerce and the Ministry of Public Security jointly promulgated the Measures for the Administration of the Trading of Used Automobiles, or the Used Automobile Trading Measures, which became effective on October 1, 2005 and further revised on September 14, 2017.

Based on the agreements, neither the Jieying Legal Representative nor the Dealership employee bears any risk of loss or has any future economic benefits. Neither party ever places their own funds at risk and any potential losses resulting from the purchase and sale of the car are borne by Anhui Xin Jieying.

Neither party ever places their own funds at risk and any potential losses resulting from the purchase and sale of the car are borne by Anhui Xin Jieying.

In February 2017, Anhui Xin Jieying was established in the PRC by Mr. Thomas Jintao Ren. In April 2017, Mr. Ren transferred 1% of the equity interests he held in Anhui Xin Jieying to Ms. Rui Yi. Both Mr. Ren and Ms. Yi were nominee shareholders designated by Moatable.

The main components of the reorganization include: 47 Table of Contents ● Establishment of Anhui Xin Jieying (renamed from Shanghai Jieying). In February 2017, Anhui Xin Jieying was established in the PRC by Mr. Thomas Jintao Ren. In April 2017, Mr. Ren transferred 1% of the equity interests he held in Anhui Xin Jieying to Ms. Rui Yi. Both Mr.

The Disposal Group had a negative book of around US$3 million at that time. On August 5, 2022, KAG, our wholly-owned subsidiary, and Stanley Star entered into a shares transfer agreement (the “August 2022 Agreement”).

On August 5, 2022, KAG, our wholly-owned subsidiary, and Stanley Star entered into a shares transfer agreement (the “August 2022 Agreement”).

Those inactive entities and the VIEs simply caused extra maintenance costs, regulatory risk, and disclosure burdens. To streamline its corporate structure, mitigate the uncertainties, and exert full control on our operating entities, the management explored the options to dispose of Renren Finance, Inc. along with its subsidiaries and VIEs and the VIEs’ subsidiaries (collectively referred to as the “Disposal Group”).

To streamline its corporate structure, mitigate the uncertainties, and exert full control on our operating entities, the management explored the options to dispose of Renren Finance, Inc. along with its subsidiaries and VIEs and the VIEs’ subsidiaries (collectively referred to as the “Disposal Group”). The Disposal Group had a negative book of around US$3 million at that time.

Our offline presence with professional sales staff and a comprehensive showroom experience provides convenience to the buyers, who typically want to view the car in person, understand its history, take it for a test drive and establish trust before making a purchase. 50 Table of Contents Our nationwide inventory, which undergoes our inspection process and reconditioning process for quality assurance, is optimized based on market insights into popular models and pricing trends through our technology systems.

The Company is mainly engaged in sales of imported automobiles in PRC. 48 Table of Contents Disposal of Renren Finance, Inc The company had a large number of inactive shell companies and VIE structures, which were the result of its historical legacy and no longer relevant for its car sale businesses.

Disposal of Renren Finance, Inc The company had a large number of inactive shell companies and VIE structures, which were the result of its historical legacy and no longer relevant for its car sale businesses. Those inactive entities and the VIEs simply caused extra maintenance costs, regulatory risk, and disclosure burdens.

At every transaction milestone, we strive to provide the level of customer service that makes purchasing a car an enjoyable and memorable experience. Our Businesses Kaixin have pioneered an innovative business model, under which it had obtained control of Dealerships across China, providing them with an integrated technology system, centralized operational control and management, a unified brand and capital support.

Our Businesses Kaixin have pioneered an innovative business model, under which it had obtained control of Dealerships across China, providing them with an integrated technology system, centralized operational control and management, a unified brand and capital support. Kaixin primarily generate revenues from sales of new and used cars.

As of December 31, 2024, we had three Dealerships covering three cities in China. On average, our Dealership operators have over ten years of experience in the car sales industry.

Our passion and professionalism build trust and long-term customer loyalty. We are an auto sales company in China. As of December 31, 2025, we had one Dealership covering the major market in China. On average, our Dealership operators have over ten years of experience in the car sales industry.

Following the consummation of the Haitaoche Acquisition in June 2021, our car sales business gradually resumed operations in the majority of the Dealership locations, which complement the new car sales in the Haitaoche business unit. During 2022, the Company terminated cooperation with several dealerships that underperformed against our expectations and downsized our dealerships network to three dealerships.

Of the Dealerships’ total revenues in 2023, 2024 and 2025, revenues from auto sales accounted for 100%, 0% and 0% respectively. Following the consummation of the Haitaoche Acquisition in June 2021, our car sales business gradually resumed operations in the majority of the Dealership locations, which complement the new car sales in the Haitaoche business unit.

The sale of the KAG and the ownership transfer were completed on June 3, 2024. Our principal executive office is located at Unit B2 - 303 - 137, 198 Qidi Road, Beigan Community, Xiaoshan District, Hangzhou, Zhejiang Province, People’s Republic of China.

Our principal executive office is located at Unit B2 - 303 - 137, 198 Qidi Road, Beigan Community, Xiaoshan District, Hangzhou, Zhejiang Province, People’s Republic of China. Our registered office is situated at the office of Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1 - 1002, Cayman Islands.

Business Overview The Company is primarily engaged in the sales of domestic and imported automobiles in the PRC. We are committed to providing superior car purchase and ownership experiences to our customers. Our passion and professionalism build trust and long-term customer loyalty. We are a leading premium auto dealership group in China.

Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168. B. Business Overview The Company is primarily engaged in the sales of domestic and imported automobiles in the PRC. We are committed to providing superior car purchase and ownership experiences to our customers.

Removed

Our registered office is situated at the office of Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1 - 1002, Cayman Islands. Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168. B.

Added

Ren and Ms. Yi were nominee shareholders designated by Moatable.

Removed

Our nationwide inventory, which undergoes our inspection process and reconditioning process for quality assurance, is optimized based on market insights into popular models and pricing trends through our technology systems. Our customer support specialists are available to answer customers’ questions that arise throughout the process.

Added

The sale of the KAG and the ownership transfer were completed on June 3, 2024. 49 Table of Contents Acquisition of Zhejiang Ordinary Smile Auto Sales Co., Ltd. On December 2, 2025, Kaixin Holdings (“Kaixin” or “the Company”), Zhejiang Kaixin Auto Co., Ltd.

Removed

Kaixin primarily generate revenues from sales of new and used cars. Of the Dealerships’ total revenues in 2022, 2023 and 2024, revenues from auto sales accounted for 100%, 100% and 0% respectively.

Added

(the “Purchaser”), a wholly owned subsidiary of the Company, the sole shareholder (the “Seller”) of the Target Company (as defined below) and Escrow Agent (as defined below) entered into a securities purchase agreement (the “Purchase Agreement”).

Added

Pursuant to the Purchase Agreement, the Purchaser agreed to acquire the entire equity interest (the “Sale Shares”) in Zhejiang Ordinary Smile Auto Sales Co., Ltd.

Added

(the “Target Company”), in return, the Company agreed to issue up to an aggregate of $15 million newly issued Class A ordinary shares to the Seller as consideration (the “Consideration Shares”), which shall be held in escrow and be released subject to a five-year-performance targets as set forth in the Purchase Agreement.

Added

Upon completion, the Target Company will become an indirect wholly owned subsidiary of the Company. The Target Company is a company incorporated in People’s Republic of China and engages in automobile wholesale and retail business.

Added

Our customer support specialists are available to answer customers’ questions that arise throughout the process. At every transaction milestone, we strive to provide the level of customer service that makes purchasing a car an enjoyable and memorable experience.

Added

During 2022, the Company terminated cooperation with several dealerships that underperformed against our expectations and downsized our dealerships network to three dealerships. Our Dealership Network As of December 31, 2025, we had one Dealership.

Added

Our relationships with our Dealerships are described in further details below under “—Certain Legal Arrangements — Legal Arrangements with Dealerships”.

Added

The proceeds are remitted to Anhui Xin Jieying. 53 Table of Contents Based on the agreements, neither the Jieying Legal Representative nor the Dealership employee bears any risk of loss or has any future economic benefits.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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2024 filing

2025 filing

Accordingly, our cost of revenue was nil for the year ended December 31, 2024. We are resuming the car sales business in 2025 and are actively engaged in developing our domestic and international client bases. Cost of Revenues Cost of revenues consists of costs directly related to used-car sales and new-car wholesales.

Accordingly, our cost of revenue was nil for the year ended December 31, 2025. We are resuming the car sales business in 2025 and are actively engaged in developing our domestic and international client bases. Cost of Revenues Cost of revenues consists of costs directly related to used-car sales and new-car wholesales.

In February through March 2023, the Group, through one of its subsidiaries in the PRC, set up a subsidiary, namely, Zhejiang Kaixin Jingtao Automobile Trading Co. Ltd.The Group owned 70% equity interest in the subsidiary. In January 2024, we set up one subsidiary, namely, Zhejiang Kaixin Zhihui Auto Co. Ltd..

However, we believe material weaknesses persist in (i) lack of sufficient resources with US GAAP and the SEC reporting experiences, which could adversely affect the Company’s ability to provide accurate disclosures on a timely matter; (ii) the lack of an effective and continuous risk assessment procedure to identify and assess the financial reporting risks; and (iii) lack of evaluations to ascertain whether the components of internal control are present and functioning as of December 31, 2024.

The Company invested significant resources in revamping the car sales business after the completion of the reverse merger, which contributed to the growth of the car sales. For the year ended December 31, 2024, we did not generate revenues from car sales due to a reassignment of our car sale business.

The Company invested significant resources in revamping the car sales business after the completion of the reverse merger, which contributed to the growth of the car sales. For the year ended December 31, 2025, we did not generate revenues from car sales due to a reassignment of our car sale business.

We sourced, marketed and sold approximately 879, 525, and nil new and used vehicles to customers across China in 2022, 2023, and 2024, respectively. Recent Developments In September 2023, the Group, through one of its subsidiaries in the PRC, set up one subsidiary, namely, Zhejiang Kaixin Yuanman Automobile Trading Co. Ltd. The Group owned 100% equity interest in the subsidiary.

We sourced, marketed and sold approximately 525, nil, and nil new and used vehicles to customers across China in 2023, 2024 and 2025, respectively. Recent Developments In September 2023, the Group, through one of its subsidiaries in the PRC, set up one subsidiary, namely, Zhejiang Kaixin Yuanman Automobile Trading Co. Ltd. The Group owned 100% equity interest in the subsidiary.

The principal items accounting for the difference between our net loss and the net cash used in operating activities in 2024 were loss from the disposal of a subsidiary of US$23.0 million, share - based compensation expense of US$10.9 million, and depreciation and amortization expenses of $3.9 million. Net cash used in operating activities was US$2.1 million in 2023.

Net cash used in operating activities was US$3.0 million in 2024. The principal items accounting for the difference between our net loss and the net cash used in operating activities in 2024 were loss from the disposal of a subsidiary of US$23.0 million, share - based compensation expense of US$10.9 million, and depreciation and amortization expenses of $3.9 million.

Our ability to strengthen our market position as a leading premium used auto dealership group and continue to meet the needs of our customers will continue to affect our results of operations. Our business is also subject to trends specific to our industry, including customer demand and the competitive landscape.

Our ability to strengthen our market position as a leading premium used auto dealership group and continue to meet the needs of our customers will continue to affect our results of operations. 72 Table of Contents Our business is also subject to trends specific to our industry, including customer demand and the competitive landscape.

Given that there was no car sale in 2024, the cost of revenues was nil. Operating Expenses Our operating expenses consist of selling and marketing expenses and general and administrative expenses.

Given that there was no car sale in 2025, the cost of revenues was nil. Operating Expenses Our operating expenses consist of selling and marketing expenses and general and administrative expenses.

Other than as shown above, we did not have any significant capital and other commitments, long-term obligations or guarantees as of December 31, 2024. Capital Expenditures Our capital expenditures were US$59 thousand, US$396 thousand, and US$18 thousand in 2022, 2023, and 2024, respectively.

Other than as shown above, we did not have any significant capital and other commitments, long-term obligations or guarantees as of December 31, 2025. Capital Expenditures Our capital expenditures were US$396 thousand, US$18 thousand, and nil, in 2023, 2024, and 2025, respectively.

The following table sets forth the breakdown of our cost of revenues, both in absolute amounts and as percentages of our total cost of revenues, for the periods presented: For the Years Ended December 31, 2022 2023 2024 US$ % US$ % US$ % (in thousands, except for percentages) Cost of revenues: Car sales 82,194 100.0 31,193 100.0 — — Total cost of revenues 82,194 100.0 31,193 100.0 — — Cost of Used-car sales Cost of revenues consists of costs directly related to used-car sales and new car wholesales, including inventory acquisition costs and write-down of inventory.

The following table sets forth the breakdown of our cost of revenues, both in absolute amounts and as percentages of our total cost of revenues, for the periods presented: For the Years Ended December 31, 2023 2024 2025 US$ % US$ % US$ % (in thousands, except for percentages) Cost of revenues: Car sales 31,193 100.0 — — — — Total cost of revenues 31,193 100.0 — — — — 74 Table of Contents Cost of Used-car sales Cost of revenues consists of costs directly related to used-car sales and new car wholesales, including inventory acquisition costs and write-down of inventory.

For the year ended December 31, 2024, we generated negative cash flows from operating activities that amounted to US$3.0 millon and have a working capital of negative US$6.1 million as of December 31, 2024. 78 Table of Contents KX Venturas 4 LLC invested US$3.0 million in convertible preferred shares of the Company on December 28, 2020, which were all converted to ordinary shares during 2021.

For the year ended December 31, 2025, we generated negative cash flows from operating activities that amounted to US$2.6 million and have a working capital of negative US$7.9 million as of December 31, 2025. 78 Table of Contents KX Venturas 4 LLC invested US$3.0 million in convertible preferred shares of the Company on December 28, 2020, which were all converted to ordinary shares during 2021.

Integration of Our Dealerships We began to acquire majority control of used car dealers across China in the second half of 2017. We rely on our Dealerships to conduct significant aspects of our business. As of December 31, 2024, we had three Dealerships.

Financing Activities Net cash provided by financing activities was US$4.5 million in 2024, which was primarily attributable to proceeds from issuance of ordinary shares and warrants. Net cash provided by financing activities was US$1.0 million in 2023, which was primarily attributable to proceeds from issuance of ordinary shares and warrants.

Financing Activities Net cash provided by financing activities was US$1.0 million in 2025, which was primarily attributable to borrowings from related parties. Net cash provided by financing activities was US$4.5 million in 2024, which was primarily attributable to proceeds from issuance of ordinary shares and warrants.

Dividends paid by our wholly foreign-owned subsidiary in China to its intermediary holding company in Hong Kong will be subject to a withholding tax rate of 10%, unless the relevant Hong Kong entity satisfies all the requirements under the Arrangement between the PRC and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion with respect to Taxes on Income and Capital, in which case the dividends paid to the Hong Kong subsidiary would be subject to withholding tax at the standard rate of 5%.

We are also subject to surcharges on VAT payments in accordance with the PRC law. 75 Table of Contents Dividends paid by our wholly foreign-owned subsidiary in China to its intermediary holding company in Hong Kong will be subject to a withholding tax rate of 10%, unless the relevant Hong Kong entity satisfies all the requirements under the Arrangement between the PRC and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion with respect to Taxes on Income and Capital, in which case the dividends paid to the Hong Kong subsidiary would be subject to withholding tax at the standard rate of 5%.

Net cash used in operating activities was US$2.4 million, US$2.1 million and US$3.0 million in 2022, 2023 and 2024, respectively. As of December 31, 2024, we had cash of approximately US$2.4 million.

Net cash used in operating activities was US$2.1 million, US$3.0 million, and US$2.6 million in 2023, 2024, and 2025, respectively. As of December 31, 2025, we had cash of approximately US$0.9 million.

The following table sets forth a summary of our cash flows for the periods presented: For the years ended December 31, 2022 2023 2024 (in thousands of US$) Net cash used in operating activities (2,394) (2,108) (3,020) Net cash used in investing activities (156) (3,134) (26) Net cash provided by financing activities 5,406 1,015 4,510 Effect of exchange rate changes on cash and cash equivalents (1,017) (790) (1,161) Net changes in cash and cash equivalents 1,839 (5,017) 303 Cash and cash equivalents at beginning of year 5,263 7,102 2,085 Cash and cash equivalents at end of year 7,102 2,085 2,388 Operating Activities Net cash used in operating activities was US$3.0 million in 2024.

The following table sets forth a summary of our cash flows for the periods presented: For the years ended December 31, 2023 2024 2025 (in thousands of US$) Net cash used in operating activities (2,108) (3,020) (2,583) Net cash used in investing activities (3,134) (26) — Net cash provided by financing activities 1,015 4,510 1,044 Effect of exchange rate changes on cash and cash equivalents (790) (1,161) 10 Net changes in cash and cash equivalents (5,017) 303 (1,529) Cash and cash equivalents at beginning of year 7,102 2,085 2,388 Cash and cash equivalents at end of year 2,085 2,388 859 Operating Activities Net cash used in operating activities was US$2.6 million in 2025.

The following table sets forth our operating expenses for continuing operations, both in absolute amounts and as percentages of our total operating expenses for the periods indicated: For the Years Ended December 31, 2022 2023 2024 US$ % US$ % US$ % (in thousands, except for percentages) Operating expenses: Selling and marketing 2,097 4.3 3,313 15.5 963 5 % General and administrative 46,488 95.7 18,013 84.5 18,178 95 % Total operating expenses 48,585 100.0 21,326 100.0 19,141 100 % 74 Table of Contents Selling and Marketing Expenses Selling and marketing expenses consist primarily of salaries, benefits and commissions for our selling and marketing personnel and advertising, promotion expenses, and provision for dealership incentive.

The following table sets forth our operating expenses for continuing operations, both in absolute amounts and as percentages of our total operating expenses for the periods indicated: For the Years Ended December 31, 2023 2024 2025 US$ % US$ % US$ % (in thousands, except for percentages) Operating expenses: Selling and marketing 3,313 15.5 963 5.0 91 0.3 % General and administrative 18,013 84.5 18,178 95.0 31,630 99.7 % Total operating expenses 21,326 100.0 19,141 100.0 31,721 100.0 % Selling and Marketing Expenses Selling and marketing expenses consist primarily of salaries, benefits and commissions for our selling and marketing personnel and advertising, promotion expenses, and provision for dealership incentive.

Our sales revenue are US$82.8 million, US$31.5 million, and nil in 2022, 2023 and 2024, respectively. For the Years Ended December 31, 2022 2023 2024 US$ % US$ % US$ % (in thousands, except for percentages) Revenues: Car sales revenue 82,840 100.0 31,535 100.0 — — Total revenues 82,840 100.0 31,535 100.0 — — 73 Table of Contents On June 25, 2021, Kaixin Holdings (KAH) completed the Haitaoche Acquisition, which is considered a reverse acquisition (or reverse takeover, or “Acquisition”) of KAH by Haitaoche Limited (Haitaoche) as the acquirer under the applicable accounting treatment.

Our sales revenue areUS$31.5 million, nil and US$0.1 million in 2023, 2024 and 2025, respectively. For the Years Ended December 31, 2023 2024 2025 US$ % US$ % US$ % (in thousands, except for percentages) Revenues: Car sales revenue 31,535 100.0 — — — — Other revenue — — — — 129 100.0 Total revenues 31,535 100.0 — — 129 100.0 On June 25, 2021, Kaixin Holdings (KAH) completed the Haitaoche Acquisition, which is considered a reverse acquisition (or reverse takeover, or “Acquisition”) of KAH by Haitaoche Limited (Haitaoche) as the acquirer under the applicable accounting treatment.

By integrating the operations and resources of Haitaoche with the used car dealership business, we are engaged in the sales of both new and used, domestic and imported automobiles and will be actively looking for opportunities to expand into the business area of electronic vehicles.

Upon completion, the Target Company will become an indirect wholly owned subsidiary of the Company. By integrating the operations and resources of Haitaoche with the used car dealership business, we are engaged in the sales of both new and used, domestic and imported automobiles and will be actively looking for opportunities to expand into the business area of electronic vehicles.

Haitaoche aims to enter into strategic cooperation agreements with multiple electronic vehicle manufacturers in China and serve a wider group of distributors and consumers. Haitaoche sourced, marketed and sold 431, 33 and 184 vehicles to customers across China in 2019, 2020 and 2021, respectively.

We are subject to VAT at a rate of 1% on the difference between the original purchase price and the retail price for the used car sales. We are subject to VAT at a rate of 13 % on the sales of new automobiles. We are also subject to surcharges on VAT payments in accordance with the PRC law.

The decrease was primarily due to a decrease of approximately $2.1 million in dealership settlement expenses and a decrease of bonus of approximately $0.1 million in payroll expenses for salespersons as we did not generate revenues in the year of 2024. ● General and administrative expenses.

The decrease was primarily due to a decrease of approximately $2.1 million in dealership settlement expenses and a decrease of approximately $0.1 million in bonus payments for salespersons, as we did not generate revenues in 2024. ● General and administrative expenses. Our general and administrative expenses slightly increased from US$18.0 million in 2023 to US$18.2 million in 2024.

Net cash used in investing activities was US$3.1 million in 2023, which was mostly attributable to cash disposed on disposal of subsidiaries. 79 Table of Contents Net cash used in investing activities was US$0.2 million in 2022, which was mostly attributable to cash disposed on disposal of subsidiaries.

Investing Activities Net cash used in investing activities was nil in 2025. Net cash used in investing activities was US$26 thousand in 2024, which was mostly attributable to cash disposed on disposal of subsidiaries. 79 Table of Contents Net cash used in investing activities was US$3.1 million in 2023, which was mostly attributable to cash disposed on disposal of subsidiaries.

The following table sets forth our contractual obligations as of December 31, 2024: Less than 1 More than Total year 1–3 years 3–5 years 5 years (in thousands of US$) Operating Lease Obligations (1) 231 141 90 — — Loans and Convertible Note obligations 635 635 — — — Total 866 776 90 — — (1) Representing contractual undiscounted operating lease obligations relating to our non-cancelable lease of offices and facilitates.

The following table sets forth our contractual obligations as of December 31, 2025: Less than 1 More than Total year 1–3 years 3–5 years 5 years (in thousands of US$) Operating Lease Obligations (1) 94 94 — — — Total 94 94 — — — (1) Representing contractual undiscounted operating lease obligations relating to our non-cancelable lease of offices and facilitates.

If our holding company in the Cayman Islands or any of our subsidiaries outside of China were deemed to be a “resident enterprise” under the PRC Enterprise Income Tax Law, it would be subject to enterprise income tax on its worldwide income at a rate of 25%. 75 Table of Contents Results of Operations The following tables set forth a summary of our consolidated results of operations for the periods presented.

Accordingly our cost of revenues was nil for the year ended December 31, 2024. Gross Profit As a result of the foregoing, we recorded a gross profit of US$342 thousand in 2023 and a gross profit of nil in 2024. Operating Expenses Our total operating expenses decreased from US$21.3 million in 2023 to US$19.1 million in 2024.

Gross Profit As a result of the foregoing, we recorded a gross profit of US$342 thousand in 2023 and a gross profit of nil in 2024. 77 Table of Contents Operating Expenses Our total operating expenses decreased from US$21.3 million in 2023 to US$19.1 million in 2024.

In 2024, our capital expenditures were mainly used to purchase property and equipment. 80 Table of Contents Holding Company Structure Our Company, Kaixin Holdings, is not an operating company in China, but a Cayman Islands holding company with no operations of its own. We own and conduct operations primarily through operating subsidiaries in China.

In 2025, there was no capital expenditure. 80 Table of Contents Holding Company Structure Our Company, Kaixin Holdings, is not an operating company in China, but a Cayman Islands holding company with no operations of its own. We own and conduct operations primarily through operating subsidiaries in China.

Our general and administrative expenses slightly increased from US$18.0 million in 2023 to US$18.2 million in 2024. 76 Table of Contents Other Income (Expenses) Other expense was US$9 thousand in 2023, as compared to other income of US$392 thousand in 2024. Interest Expenses, Net Our interest expenses, net were US$525 thousand in 2023 and US$342 thousand in 2024.

Our general and administrative expenses increased from US$18.2 million in 2024 to US$31.6 million in 2025. Other Income (Expenses) Other expense was US$392 thousand in 2024, as compared to other income of US$110 thousand in 2025. Interest Expenses, Net Our interest expenses, net, were US$342 thousand in 2024 and US$7 thousand in 2025.

The operating results in any periods are not necessarily indicative of the results that may be expected for any future period. For the Years Ended December 31, 2022 2023 2024 (in thousands, except for percentage) % % % Total revenues 82,840 100.0 31,535 100.0 — — Total cost of revenues 82,194 99.2 31,193 98.9 — — Gross profit 646 0.8 342 1.1 — — Operating expenses: Selling and marketing expenses 2,097 2.5 3,313 10.5 963 — General and administrative expenses 46,488 56.1 18,013 57.1 18,178 — Total operating expenses 48,585 58.6 21,326 67.6 19,141 — Loss from operations (47,939) (57.9) (20,984) (66.5) (19,141) — Other income (expenses), net 728 0.9 (9) (0.0) 392 — Foreign currency exchange gain (loss) (139) (0.2) (10) (0.0) 7 — Interest expense, net (1,034) (1.2) (525) (1.7) (342) — Change in fair value of warrants 316 0.4 (208) (0.7) 210 — Impairment of other receivables — — (8,848) (28.1) — — Impairment of prepaid expenses and other current assets (22,921) (25.9) (23,262) (73.8) — — Provision for dealership settlement (15,134) (18.3) — — — — Gain (loss) from disposal of subsidiaries 1,578 1.9 64 (0.2) (23,037) — Loss before income tax provision (84,545) (100.3) (53,782) (170.5) (41,911) — Income tax benefit (expense) (74) (0.1) 228 (0.7) 931 — Net loss (84,619) (100.4) (53,554) (169.8) (40,980) — Year ended December 31, 2024 compared with year ended December 31, 2023 Revenues and Cost of Revenues For the year ended December 31, 2024, we did not generate revenues from car sales.

The operating results in any period are not necessarily indicative of the results that may be expected for any future period. For the Years Ended December 31, 2023 2024 2025 (in thousands, except for percentage) % % % Total revenues 31,535 100.0 — — 129 100.0 Total cost of revenues 31,193 98.9 — — — — Gross profit 342 1.1 — — 129 100.0 Operating expenses: Selling and marketing expenses 3,313 10.5 963 — 91 70.5 General and administrative expenses 18,013 57.1 18,178 — 31,630 24,519.4 Total operating expenses 21,326 67.6 19,141 — 31,721 24,589.9 Loss from operations (20,984) (66.5) (19,141) — (31,592) (24,489.9) Other income (expenses), net (9) (0.0) 392 — 110 85.3 Foreign currency exchange gain (loss) (10) (0.0) 7 — 5 3.9 Interest expense, net (525) (1.7) (342) — (7) (5.4) Change in fair value of warrants (208) (0.7) 210 — 22 17.1 Impairment of other receivables (8,848) (28.1) — — — — Impairment of intangible assets — — — — (16,946) (13,136.4) Impairment of prepaid expenses and other current assets (23,262) (73.8) — — (392) (303.9) Share of equity loss — — — — (41) (31.8) Gain (loss) from disposal of subsidiaries 64 (0.2) (23,037) — (7,800) (6,046.5) Loss before income tax provision (53,782) (170.5) (41,911) — (56,641) (43,907.6) Income tax benefit (expense) 228 (0.7) 931 — 2,733 2,118.6 Net loss (53,554) (169.8) (40,980) — (53,908) (41,789.0) Year ended December 31, 2025 compared with year ended December 31, 2024 Revenues For the year ended December 31, 2024, we did not generate revenues from car sales.

Demand for Premium Passenger Vehicles in China We generate a substantial majority of our revenues from the sales of premium passenger vehicles and the market demand for such passenger vehicles in China directly affects our revenues.

Key Factors Affecting Our Results of Operations We believe that our results of operations are significantly affected by the following key factors. Demand for Premium Passenger Vehicles in China We generate a substantial majority of our revenues from the sales of premium passenger vehicles and the market demand for such passenger vehicles in China directly affects our revenues.

Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity.

In addition, we have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity.

This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report.

Results of Operations The following tables set forth a summary of our consolidated results of operations for the periods presented. This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report.

The goal of these endeavors is to increase the number of visitors to our website, mobile apps and Dealership Outlets and increase the likelihood that visitors will purchase vehicles from us.

The goal of these endeavors is to increase the number of visitors to our website, mobile apps and Dealership Outlets and increase the likelihood that visitors will purchase vehicles from us. In addition, our performance will be enhanced by providing a superior customer experience, which drives our ability to generate customer referrals and repeat sales.

Financing and Access to Capital We have historically funded our operations and expansion with support from Moatable, the issuance of ABSs and term loans, and we believe that the future growth and expansion of our business will involve additional debt and/or equity financing from both Chinese and international external investors.

We released our new energy vehicle strategic plan on December 1, 2021, and we target to quickly expand our new energy vehicle team and start with developing commercial new energy vehicles for intra-city and inter-city logistics applications in the initial stage. 73 Table of Contents Financing and Access to Capital We have historically funded our operations and expansion with support from Moatable, the issuance of ABSs and term loans, and we believe that the future growth and expansion of our business will involve additional debt and/or equity financing from both Chinese and international external investors.

In addition, our performance will be enhanced by providing a superior customer experience, which drives our ability to generate customer referrals and repeat sales. 72 Table of Contents Competitive Landscape We believe that our operational model, which combines both online and offline channels, is superior to either online-only or offline-only models and differentiates us from our competitors.

Competitive Landscape We believe that our operational model, which combines both online and offline channels, is superior to either online-only or offline-only models and differentiates us from our competitors.

Net cash used in operating activities was US$2.4 million in 2022. The principal items accounting for the difference between our net loss and the net cash used in operating activities in 2022 were a loss from impairment of other non-current assets of US$22.9 million, provision for dealership settlement of US$15.1 million, and share-based compensation expense of US$39.3 million.

The principal items accounting for the difference between our net loss and the net cash used in operating activities in 2025 were depreciation and amortization expense of US$3.9 million, impairment of intangible assets of US$16.9 million, loss on disposal of subsidiaries of US$7.8 million, and share-based compensation expense of US$25.4 million.

The decrease was primarily due to lower share-based compensation expense in 2023. 77 Table of Contents Other Income (Expenses) Other income was US$728 thousand in 2022, as compared to other expense of US$9 thousand in 2023. Interest Expenses, Net Our interest expenses, net were US$1,034 thousand in 2022 and US$525 thousand in 2023, respectively.

Other Income (Expenses) Other expense was US$9 thousand in 2023, as compared to other income of US$392 thousand in 2024. Interest Expenses, Net Our interest expenses, net were US$525 thousand in 2023 and US$342 thousand in 2024.

Change in fair value of warrants Gain from change in fair value of warrants was US$316 thousand in 2022, as compared to loss from change in fair value of warrants of US$208 in 2023. Impairment of other receivables There is a loss on impairment of other receivables of US$8.8 million in 2023.

Change in fair value of warrants Loss from change in fair value of warrants was US$210 thousand in 2024, as compared to gain from change in fair value of warrants of US$22 thousand in 2025.

Net Loss As a result of the foregoing, we recorded net losses of US$84.6 million and US$53.6 million in 2022 and 2023, respectively. Recent Accounting Pronouncements See Part III, “Financial Statements — Note 2 — Summary of significant accounting policies — Recent accounting pronouncements”. B.

Recent Accounting Pronouncements See Part III, “Financial Statements — Note 2 — Summary of significant accounting policies — Recent accounting pronouncements”. B.

Operating Expenses Our total operating expenses decreased from US$48.6 million in 2022 to US$21.3 million in 2023. The difference is mainly resulted from a decrease in general and administrative expenses. ● Selling and marketing expenses. Our selling and marketing expenses increase from US$2,097 thousand in 2022 to US$3,313 thousand in 2023.

The difference is mainly resulted from an increase in general and administrative expenses. ● Selling and marketing expenses. Our selling and marketing expenses decreased from US$963 thousand in 2024 to US$91 thousand in 2025. The decrease was primarily due to cost saving effort in the sales department. ● General and administrative expenses.

Net cash provided by financing activities was US$5.4 million in 2022, which was primarily attributable to proceeds from issuance of ordinary shares of US$4.7 million and a convertible note of US$2.0 million, partially offset by cash paid for offering cost of US$2.0 million. Off-Balance Sheet Arrangements.

Net cash provided by financing activities was US$1.0 million in 2023, which was primarily attributable to proceeds from issuance of ordinary shares and warrants. Off-Balance Sheet Arrangements. We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties.

Year ended December 31, 2023 compared with year ended December 31, 2022 Revenues Our total revenues decreased from US$82.8 million in 2022 to US$31.5 million in 2023, primarily due to the decline in auto sales volume.

Accordingly, our cost of revenues was nil for the year ended December 31, 2024. Our total revenues increased from nil in 2024 to US$0.1 million in 2025, primarily due to other auto service revenue.

Cost of Revenues Our cost of revenues for the new car wholesales decreased from US$82.2 million in 2022 to US$31.2 million in 2023, corresponding to the decline in sales revenues. Gross Profit As a result of the foregoing, we recorded gross profit of US$646 thousand in 2022 and gross profit of US$342 thousand in 2023.

Gross Profit As a result of the foregoing, we recorded a gross profit of nil in 2024 and $0.1 million in 2025. 76 Table of Contents Operating Expenses Our total operating expenses increased from US$19.1 million in 2024 to US$31.7 million in 2025.

Removed

The Group owned 100% equity interest in the subsidiary. 71 Table of Contents During the year ended December 31, 2024, we entered into certain share transfer agreements with third parties, pursuant to which the Group transferred equity interest in subsidiaries.

Added

In December 2025, we acquired Zhejiang Ordinary Smile Auto Sales Co., Ltd. from its then shareholders. The Group owned 100% interest in the subsidiary. 71 Table of Contents The Group also disposed of Kaixin Daman in July 2024 and Kaixin Jingtao in February 2025 due to minimal operations.

Removed

The details are as follows: % of Date of Ownership Name of Disposed Subsidiaries Disposal after disposal Kaixin Manman Commuting Technology Co. Ltd May 27, 2024 0 % Kaixin Daman Automobile Trading Co.

Added

In February 2025, August 2025, the Company also dissolved Zhejiang Kaixin Zhihui Auto Co. Ltd. (“Kaixin Zhihui”), Zhejiang Kaixin Changxing Auto Sales Co. Ltd. (“Kaixin Changxing”), and Zhejiang Kaixin Wuxian Auto Technology, Ltd (“Kaixin Wuxian”).

Removed

Ltd. July 30, 2024 0 % Wuhan Jieying Chimei Automobile Sales Co., Ltd. August 22, 2024 0 % Chongqing Jieying Shangyue Automobile Sales Co., Ltd. November 8, 2024 0 % Anhui Kaixin New Energy Vehicle Co., Ltd. December 5, 2024 33.298 % Morning Star Auto Inc. December 5, 2024 0 % Key Factors Affecting Our Results of Operations We believe that our results of operations are significantly affected by the following key factors.

Added

The management believed that none of the transfers of share interest in subsidiaries or disposition of subsidiaries represent a strategic shift that has (or will have) a major effect on the Group’s operations and financial results. The transfers of equity in subsidiaries or the disposition of subsidiary are not accounted as discontinued operations in accordance with ASC 205-20.

Removed

Added

Pursuant to the Purchase Agreement, the Purchaser agreed to acquire the entire equity interest (the “Sale Shares”) in Zhejiang Ordinary Smile Auto Sales Co., Ltd.

Removed

The increase resulted from higher sales incentives expenses to the Dealerships. ● General and administrative expenses. Our general and administrative expenses decreased from US$46,488 thousand in 2022 to US$18,013 thousand in 2023.

Added

Removed

Impairment of prepaid expenses and other current assets Loss from impairment of other non-current assets was US$22.9 million and US$23.3 million in 2022 and 2023, respectively. Provision for dealership settlement Loss from provision for dealership settlement was US$15.1 million and nil in 2022 and 2023, respectively.

Added

Loss on impairment of intangible assets There is a loss on impairment of intangible assets of US$16.9 million in 2025. For details, please refer to Note 2 to the consolidated financial statements.

Removed

Gain on disposal of subsidiaries There is a gain on disposal of subsidiaries of US$64 thousand in 2023. Income Tax Benefit (Expense) Our income tax expense was US$74 thousand in 2022, and our income tax benefit was US$228 thousand in 2023.

Added

Loss on disposal of subsidiaries There is a loss on the disposal of subsidiaries of US$23.0 million in 2024 and loss on disposal of subsidiaries of $7.8 million in 2025. For details, please refer to Note 3 to the consolidated financial statements.

Removed

Investing Activities Net cash used in investing activities was US$26 thousand in 2024, which was mostly attributable to cash disposed on disposal of subsidiaries.

Added

Income Tax Benefit (Expense) Our income tax benefits were US$931 thousand in 2024 and US$2.7 million in 2025. respectively. Net Loss As a result of the foregoing, we recorded net losses of US$41.0 million and US$53.9 million in 2024 and 2025, respectively.

Removed

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements.

Added

Year ended December 31, 2024 compared with year ended December 31, 2023 Revenues and Cost of Revenues For the year ended December 31, 2024, we did not generate revenues from car sales. Accordingly, our cost of revenues was nil for the year ended December 31, 2024.

Added

Net cash used in operating activities was US$2.1 million in 2023.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

34 edited+6 added−18 removed59 unchanged

2024 filing

2025 filing

The plan administrator may also, in its sole direction, provide in substitution for the participant’s awards such alternative consideration as it may determine to be equitable in the circumstances.

A “change of control” under the 2020 Plan is defined as: means any of the following: (i) Continuing Directors cease to constitute at least fifty percent (50%) of the members of the Board; (ii) the shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company; (iii) any consolidation, merger or share exchange of the Company in which the Company is not the continuing or surviving corporation or pursuant to which the Company’s Ordinary Shares would be converted into cash, securities or other property; or (iv) any sale, lease, exchange or other transfer (excluding transfer by way of pledge or hypothecation) in one transaction or a series of related transactions, of all or substantially all of the assets of the Company; provided, however, that a transaction described in clauses (iii) or (iv) shall not constitute a Change of Control hereunder if after such transaction (I) Continuing Directors constitute at least fifty percent (50%) of the members of the board of directors of the continuing, surviving or acquiring entity, as the case may be or, if such entity has a parent entity directly or indirectly holding at least a majority of the voting power of the voting securities of the continuing, surviving or acquiring entity, Continuing Directors constitute at least fifty percent (50%) of the members of the board of directors of the entity that is the ultimate parent of the continuing, surviving or acquiring entity, and (II) the continuing, surviving or acquiring entity (or the ultimate parent of such continuing, surviving or acquiring entity) assumes all outstanding Awards granted under the 2020 Plan.

A “change of control” under the 2025 Plan is defined as: means any of the following: (i) Continuing Directors cease to constitute at least fifty percent (50%) of the members of the Board; (ii) the shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company; (iii) any consolidation, merger or share exchange of the Company in which the Company is not the continuing or surviving corporation or pursuant to which the Company’s Ordinary Shares would be converted into cash, securities or other property; or (iv) any sale, lease, exchange or other transfer (excluding transfer by way of pledge or hypothecation) in one transaction or a series of related transactions, of all or substantially all of the assets of the Company; provided, however, that a transaction described in clauses (iii) or (iv) shall not constitute a Change of Control hereunder if after such transaction (I) Continuing Directors constitute at least fifty percent (50%) of the members of the board of directors of the continuing, surviving or acquiring entity, as the case may be or, if such entity has a parent entity directly or indirectly holding at least a majority of the voting power of the voting securities of the continuing, surviving or acquiring entity, Continuing Directors constitute at least fifty percent (50%) of the members of the board of directors of the entity that is the ultimate parent of the continuing, surviving or acquiring entity, and (II) the continuing, surviving or acquiring entity (or the ultimate parent of such continuing, surviving or acquiring entity) assumes all outstanding Awards granted under the 2025 Plan.

Yang received a master’s degree in Computer Science from Saint Joseph’s University in the U.S. She is a certified public accountant, and a member of the American Institute of Certified Public Accountants (AICPA). Xiaolei Gu has served as our director since May 2021. He is the director of Strategic Development Department with the Company since November 2020.

Yang received a master’s degree in Computer Science from Saint Joseph’s University in the U.S. She is a certified public accountant, and a member of the American Institute of Certified Public Accountants (AICPA). Xiaolei Gu has served as our director since May 2021. He has been the director of Strategic Development Department with the Company since November 2020.

The audit committee is responsible for, among other things: ● appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; ● reviewing with the independent auditors regarding any audit problems or difficulties and management’s response; ● discussing the annual audited financial statements with management and the independent auditors; ● reviewing the adequacy and effectiveness of our accounting and internal control policies, procedures and any steps taken to monitor and control major financial risk exposures; ● reviewing and approving all proposed related party transactions; ● meeting separately and periodically with management and the independent auditors; and ● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. 89 Table of Contents Compensation Committee Our compensation committee consists of Xiaoning Wu.

The audit committee is responsible for, among other things: ● appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; ● reviewing with the independent auditors regarding any audit problems or difficulties and management’s response; ● discussing the annual audited financial statements with management and the independent auditors; ● reviewing the adequacy and effectiveness of our accounting and internal control policies, procedures and any steps taken to monitor and control major financial risk exposures; ● reviewing and approving all proposed related party transactions; ● meeting separately and periodically with management and the independent auditors; and ● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. 87 Table of Contents Compensation Committee Our compensation committee consists of Xiaoning Wu.

Board Practices. Board of Directors Under our currently effective memorandum and articles of association, our company shall have not less than three (3) and not more than nine (9) directors, unless such number is changed by special resolution of our shareholders. Mr. Mingjun Lin and Ms.

Board of Directors Under our currently effective memorandum and articles of association, our company shall have not less than three (3) and not more than nine (9) directors, unless such number is changed by special resolution of our shareholders. Mr. Mingjun Lin and Ms.

We plan to hire additional experienced and talented employees in areas such as new energy vehicles design and manufacturing, big data analytics, marketing and operations, risk management and sales as we expand our business. 91 Table of Contents As required by the PRC regulations, we participate in various government statutory employee benefit plans, including social insurance, namely pension insurance, medical insurance, an unemployment insurance plan, a work-related injury insurance plan and a maternity insurance plan, and a housing provident fund.

We plan to hire additional experienced and talented employees in areas such as new energy vehicles design and manufacturing, big data analytics, marketing and operations, risk management and sales as we expand our business. 89 Table of Contents As required by the PRC regulations, we participate in various government statutory employee benefit plans, including social insurance, namely pension insurance, medical insurance, an unemployment insurance plan, a work-related injury insurance plan and a maternity insurance plan, and a housing provident fund.

There will be an exception to the definition of “change of control” as follows: a transaction described in (iii) or (iv) shall not be a “change of control” if (A) after such transaction the board of directors did not undergo a turnover of at least 50% of the members of the board of directors, and/or such unchanged board of directors controls an entity which directly or indirectly holds a majority of the ordinary shares of the continuing, surviving or acquiring entity referenced in (iii) or (iv); and (B) such successor entity assumes all outstanding share awards under the 2022 Plan.

In certain limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by our directors is breached. 90 Table of Contents Our Board has all the powers necessary for managing, and for directing and supervising, our business affairs.

In certain limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by our directors is breached. 88 Table of Contents Our Board has all the powers necessary for managing, and for directing and supervising, our business affairs.

The plan administrator may, in its sole discretion, adjust the number of ordinary shares subject to the awards then held by a participant in the 2020 Plan as needed to prevent dilution or enlargement of the participant’s rights that otherwise would result from such event.

The plan administrator may, in its sole discretion, adjust the number of ordinary shares subject to the awards then held by a participant in the 2025 Plan as needed to prevent dilution or enlargement of the participant’s rights that otherwise would result from such event.

Change in Control In the event of a change in control or another transaction having a similar effect, then the plan administrator may, in its sole discretion, adjust the number of ordinary shares subject to the awards then held by a participant in the 2021 Plan as needed to prevent dilution or enlargement of the participant’s rights that otherwise would result from such event.

Change in Control In the event of a change in control or another transaction having a similar effect, then the plan administrator may, in its sole discretion, adjust the number of ordinary shares subject to the awards then held by a participant in the October 2024 Plan as needed to prevent dilution or enlargement of the participant’s rights that otherwise would result from such event.

The preferred shares are convertible, at any time and from time to time from the option of the holder, into 50,000 ordinary shares of the Company. In November, 2024, the Company entered into a securities purchase agreement with ATW Opportunities Master Fund II LP (the “Purchaser”).

The preferred shares are convertible, at any time and from time to time from the option of the holder, into 50,000 ordinary shares of the Company. 91 Table of Contents In November, 2024, the Company entered into a securities purchase agreement with ATW Opportunities Master Fund II LP (the “Purchaser”).

Administration The 2023 Plan is administered by sole director, the compensation committee, or any subcommittee thereof to whom such directors or the compensation committee shall delegate the power to administer the plan. The plan administrator is authorized to interpret the plan and to determine the provisions of each award.

Administration The October 2024 Plan is administered by sole director, the compensation committee, or any subcommittee thereof to whom such directors or the compensation committee shall delegate the power to administer the plan. The plan administrator is authorized to interpret the plan and to determine the provisions of each award.

The following paragraphs describe the principal terms of the January 2024 Plan. Administration The January 2024 Plan is administered by sole director, the compensation committee, or any subcommittee thereof to whom such directors or the compensation committee shall delegate the power to administer the plan.

The following paragraphs describe the principal terms of the January 2024 Plan. 84 Table of Contents Administration The January 2024 Plan is administered by sole director, the compensation committee, or any subcommittee thereof to whom such directors or the compensation committee shall delegate the power to administer the plan.

Except as specifically noted, the following table sets forth information with respect to the beneficial ownership of our ordinary shares as of March 15, 2025 by: ● each of our directors and executive officers; and ● each person known to us to beneficially own more than 5% of our ordinary shares on an as-converted basis.

Except as specifically noted, the following table sets forth information with respect to the beneficial ownership of our ordinary shares as of March 10, 2026 by: ● each of our directors and executive officers; and ● each person known to us to beneficially own more than 5% of our ordinary shares on an as-converted basis.

Chen holds an MBA degree from Guanghua School of Management of the Beijing University. B. Compensation. Compensation of Directors and Executive Officers For the fiscal year ended December 31, 2024, we paid an aggregate of approximately US$0.86 million in cash to our directors and executive officers.

Chen holds an MBA degree from Guanghua School of Management of the Beijing University. B. Compensation. Compensation of Directors and Executive Officers For the fiscal year ended December 31, 2025, we paid an aggregate of approximately US$703 thousand in cash to our directors and executive officers.

The following table sets forth certain information relating to our directors and executive officers as of the date of this Annual Report. Directors and Executive Officers Age Position/Title Mingjun Lin 50 Chairman, Director and Chief Executive Officer Yi Yang 53 Director and Chief Financial Officer Xiaolei Gu 38 Director Deqiang Chen 58 Independent Director Xiaoning Wu 61 Independent Director 82 Table of Contents Mingjun Lin served as our chairman of the Board since May 2021 and our chief executive officer since May 2021.

The following table sets forth certain information relating to our directors and executive officers as of the date of this Annual Report. Directors and Executive Officers Age Position/Title Mingjun Lin 51 Chairman, Director and Chief Executive Officer Yi Yang 54 Director and Chief Financial Officer Xiaolei Gu 39 Director Deqiang Chen 59 Independent Director Xiaoning Wu 62 Independent Director 82 Table of Contents Mingjun Lin served as our chairman of the Board since May 2021 and our chief executive officer since May 2021.

Pursuant to the securities purchase agreement, the Company agreed to sell an aggregate of 1,166,667 ordinary shares of the Company, with a par value of $0.045 per share, at a purchase price of $3.00 per share to the Purchaser for gross proceeds of $3.5 million.

The 2022 Plan provides for the grant of options, restricted shares and restricted share units, which are referred to collectively as awards. Up to 39,500,000 ordinary shares may be granted as awards under the 2022 Plan. The following paragraphs describe the principal terms of the 2022 Plan.

The 2025 Plan provides for the grant of options, restricted shares and restricted share units, which are referred to collectively as awards. Up to 6,000,000 Class A ordinary shares and up to 2,000,000 Class B ordinary shares may be granted as awards under the 2025 Plan. The following paragraphs describe the principal terms of the 2025 Plan.

Term Unless terminated earlier, the 2021 Plan will terminate on July 12, 2031. Awards made under the plan on or prior to the date of its termination will continue in effect subject to the terms of the plan and the award.

Term Unless terminated earlier, the 2023 Plan will terminate on January 17, 2033. Awards made under the plan on or prior to the date of its termination will continue in effect subject to the terms of the plan and the award.

The following table sets forth the number of our employees categorized by function as of December 31, 2024: Number of % of Total Functional Area Employees Employees Management and administration 15 78.9 % Sales and marketing 4 21.1 % Research and development — — Total 19 100.0 % We believe that we offer our employees competitive compensation packages and a dynamic work environment that encourages initiative and is based on merits.

The following table sets forth the number of our employees categorized by function as of December 31, 2025: Number of % of Total Functional Area Employees Employees Management and administration 10 76.9 % Sales and marketing 3 23.1 % Total 13 100.0 % We believe that we offer our employees competitive compensation packages and a dynamic work environment that encourages initiative and is based on merits.

These shares, however, are not included in the computation of the percentage ownership of any other person. % of Ownership Number of Number of of total Class A % of Class A Class B ordinary shares aggregate ordinary ordinary and Class B voting Beneficial Owners (1) shares shares ordinary shares power** Directors and Executive Officers: Mingjun Lin 2,222 1,155,000 10.6 54.1 Yi Yang — 945,000 8.6 44.3 Deqiang Chen * — * * Xiaolei Gu * — * * Xiaoning Wu * * * * All Directors and Executive Officers as a Group 22,222 2,100,000 19.3 98.4 Notes: * Less than 1% of our total outstanding ordinary shares. ** For each person and group included in this column, percentage voting power is calculated by dividing voting power beneficially owned by such person or group by voting power of all of our Class A ordinary shares and Class B ordinary shares as a single class.

These shares, however, are not included in the computation of the percentage ownership of any other person. % of Ownership Number of Number of of total Class A % of Class A Class B ordinary shares aggregate ordinary ordinary and Class B voting Beneficial Owners (1) shares shares ordinary shares power** Directors and Executive Officers: Mingjun Lin — 1,193,501 5.1 52.9 Yi Yang — 976,500 4.2 43.3 Deqiang Chen — — — — Xiaolei Gu — — — — Xiaoning Wu — — — — All Directors and Executive Officers as a Group — 2,170,001 9.3 96.2 Notes: * Less than 1% of our total outstanding ordinary shares. ** For each person and group included in this column, percentage voting power is calculated by dividing voting power beneficially owned by such person or group by voting power of all of our Class A ordinary shares and Class B ordinary shares as a single class.

The 2024 Plan provides for the grant of options, restricted shares and restricted share units, which are referred to collectively as awards. Up to 8,000,000 Class A ordinary shares, par value of US$0.00075 each, and 1,000,000 Class B ordinary shares, par value of US$0.00075 each, may be granted as awards under the January 2024 Plan.

Up to 8,000,000 Class A ordinary shares, par value of US$0.00075 each, and 1,000,000 Class B ordinary shares, par value of US$0.00075 each, may be granted as awards under the January 2024 Plan.

The plan administrator is authorized to interpret the plan and to determine the provisions of each award. Change in Control In the event of a change in control or another transaction having a similar effect, then any incentives granted under the 2020 Plan shall be deemed vested immediately.

Change in Control In the event of a change in control or another transaction having a similar effect, then any incentives granted under the 2020 Plan shall be deemed vested immediately.

The calculations in the table below are based on 8,853,325 Class A ordinary shares and 2,100,000 Class B ordinary shares (retroactively adjusted to reflect the 1-to-60 reverse stock split effected on October 25, 2024) outstanding as of March 15, 2025. Beneficial ownership is determined in accordance with the rules and regulations of the SEC.

The calculations in the table below are based on 21,279,792 Class A ordinary shares and 2,170,001 Class B ordinary shares (retroactively adjusted to reflect the 1-to-60 reverse stock split effected on October 25, 2024 and the 1-to-30 reverse stock split effected on December 1, 2025) outstanding as of March 10, 2026. 90 Table of Contents Beneficial ownership is determined in accordance with the rules and regulations of the SEC.

Equity Incentive Plans 2020 Equity Incentive Plan Our 2020 equity incentive plan, or the 2020 Plan, was adopted by our board of directors on November 17, 2020. The 2020 Plan provides for the grant of options, restricted shares and restricted share units, which are referred to collectively as awards.

January 2024 Equity Incentive Plan Our January 2024 equity incentive plan (the “January 2024 Plan”), was adopted by our Board on January 2, 2024. The 2024 Plan provides for the grant of options, restricted shares and restricted share units, which are referred to collectively as awards.

D. Employees. We had 19 employees as of December 31, 2024.

D. Employees. We had 13 employees as of December 31, 2025.

The following paragraphs describe the principal terms of the 2021 Plan. 84 Table of Contents Administration The 2021 Plan is administered by our directors, the compensation committee, or any subcommittee thereof to whom such directors or the compensation committee shall delegate the power to administer the plan.

The following paragraphs describe the principal terms of the 2023 Plan. Administration The 2023 Plan is administered by sole director, the compensation committee, or any subcommittee thereof to whom such directors or the compensation committee shall delegate the power to administer the plan. The plan administrator is authorized to interpret the plan and to determine the provisions of each award.

The 2023 Plan provides for the grant of options, restricted shares and restricted share units, which are referred to collectively as awards. Up to 39,500,000 ordinary shares may be granted as awards under the 2023 Plan. The following paragraphs describe the principal terms of the 2023 Plan.

Equity Incentive Plans 2023 Equity Incentive Plan Our 2023 equity incentive plan (the “2023 Plan”), was adopted by our Board on January 17, 2023. The 2023 Plan provides for the grant of options, restricted shares and restricted share units, which are referred to collectively as awards. Up to 39,500,000 ordinary shares may be granted as awards under the 2023 Plan.

Each Class B ordinary share is convertible into one Class A ordinary share at the option of the holder thereof, while Class A ordinary shares cannot be converted into Class B ordinary shares under any circumstances. 92 Table of Contents (1) Unless otherwise indicated, the business address of each of the beneficial owners is c/o Kaixin Holdings, Unit B2-303-137, 198 Qidi Road, Beigan Community, Xiaoshan District, Hangzhou, Zhejiang Province, People’s Republic of China.

(1) Unless otherwise indicated, the business address of each of the beneficial owners is c/o Kaixin Holdings, Unit B2-303-137, 198 Qidi Road, Beigan Community, Xiaoshan District, Hangzhou, Zhejiang Province, People’s Republic of China.

Administration The 2022 Plan is administered by sole director, the compensation committee, or any subcommittee thereof to whom such directors or the compensation committee shall delegate the power to administer the plan.

Administration The 2025 Plan is administered by our directors, the compensation committee, or any subcommittee thereof to whom such directors or the compensation committee shall delegate the power to administer the plan. The plan administrator is authorized to interpret the plan and to determine the provisions of each award.

As of March 15, 2025, our shares were held by fourteen record holders in the United States. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. F. Disclosure of A Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable.

Upon completion, the Target Company became an indirect wholly owned subsidiary of the Company. As of March 10, 2026, our shares were held by 32 record holders in the United States. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. F.

Awards made under the plan on or prior to the date of its termination will continue in effect subject to the terms of the plan and the award. January 2024 Equity Incentive Plan Our January 2024 equity incentive plan (the “January 2024 Plan”), was adopted by our Board on January 2, 2024.

Term Unless terminated earlier, the 2025 Plan will terminate on October 2, 2035. Awards made under the plan on or prior to the date of its termination will continue in effect subject to the terms of the plan and the award.

Removed

Up to 5,000,000 ordinary shares may be granted as awards under the 2020 Plan. The following paragraphs describe the principal terms of the 2020 Plan. Administration The 2020 Plan is administered by our directors, the compensation committee, or any subcommittee thereof to whom such directors or the compensation committee shall delegate the power to administer the plan.

Added

Granted Awards As of March 1, 2026, there is no outstanding options and restricted shares that have been granted to our directors and executive officers. 86 Table of Contents C. Board Practices.

Removed

Term Unless terminated earlier, the 2020 Plan will terminate on November 16, 2030.

Added

Removed

Awards made under the plan on or prior to the date of its termination will continue in effect subject to the terms of the plan and the award. 2021 Equity Incentive Plan Our 2021 equity incentive plan (the “2021 Plan”), was adopted by our Board on July 12, 2021.

Added

Removed

The 2021 Plan provides for the grant of options, restricted shares and restricted share units, which are referred to collectively as awards. Up to 26,596,000 ordinary shares may be granted as awards under the 2021 Plan.

Added

Pursuant to the Purchase Agreement, the Purchaser agreed to acquire the entire equity interest (the “ Sale Shares ”) in Zhejiang Ordinary Smile Auto Sales Co., Ltd.

Removed

A “change of control” under the 2021 Plan is defined as: (i) Continuing Directors cease to constitute at least fifty percent (50%) of the members of the Board; (ii) the shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company; (iii) any consolidation, merger or share exchange of the Company in which the Company is not the continuing or surviving corporation or pursuant to which the Company’s Ordinary Shares would be converted into cash, securities or other property; or (iv) any sale, lease, exchange or other transfer (excluding transfer by way of pledge or hypothecation) in one transaction or a series of related transactions, of all or substantially all of the assets of the Company; provided, however, that a transaction described in clauses (iii) or (iv) shall not constitute a Change of Control hereunder if after such transaction (I) Continuing Directors constitute at least fifty percent (50%) of the members of the board of directors of the continuing, surviving or acquiring entity, as the case may be or, if such entity has a parent entity directly or indirectly holding at least a majority of the voting power of the voting securities of the continuing, surviving or acquiring entity, Continuing Directors constitute at least fifty percent (50%) of the members of the board of directors of the entity that is the ultimate parent of the continuing, surviving or acquiring entity, and (II) the continuing, surviving or acquiring entity (or the ultimate parent of such continuing, surviving or acquiring entity) assumes all outstanding Awards granted under the 2021 Plan.

Added

Removed

Vesting Schedule In general, the plan administrator determines, the vesting schedule, which vesting schedule will be set forth in the award agreement.

Added

Disclosure of A Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable.

Removed

Amendment and Termination of Plan Our Board may at any time amend, alter or discontinue the 2021 Plan, subject to certain exceptions. 2022 Equity Incentive Plan Our 2022 equity incentive plan (the “2022 Plan”), was adopted by our Board on May 17, 2022.

Removed

The plan administrator is authorized to interpret the plan and to determine the provisions of each award. 85 Table of Contents Change in Control In the event of a change in control or another transaction having a similar effect, then the plan administrator may, in its sole discretion, adjust the number of ordinary shares subject to the awards then held by a participant in the 2022 Plan as needed to prevent dilution or enlargement of the participant’s rights that otherwise would result from such event.

Removed

A “change of control” under the 2022 Plan is defined as: (i) the board of directors changes such that there is turnover of at least 50% of the members of the board; (ii) the shareholders approve any plan or proposal for the liquidation or dissolution of the company; (iii) the shareholders approve any consolidation, merger or share exchange of the company in which the company ceases to exist as a corporation, or as a result of which, the ordinary shares would be converted into cash, securities or other properties; or (iv) any sale, lease, exchange or other transfer of all or substantially all of the company’s assets.

Removed

Term Unless terminated earlier, the 2022 Plan will terminate on May 17, 2032.

Removed

Awards made under the plan on or prior to the date of its termination will continue in effect subject to the terms of the plan and the award. 2023 Equity Incentive Plan Our 2023 equity incentive plan (the “2023 Plan”), was adopted by our Board on January 17, 2023.

Removed

The plan administrator is authorized to interpret the plan and to determine the provisions of each award.

Removed

The plan administrator may also, in its sole direction, provide in substitution for the participant’s awards such alternative consideration as it may determine to be equitable in the circumstances.

Removed

The plan administrator is authorized to interpret the plan and to determine the provisions of each award. 87 Table of Contents Change in Control In the event of a change in control or another transaction having a similar effect, then the plan administrator may, in its sole discretion, adjust the number of ordinary shares subject to the awards then held by a participant in the October 2024 Plan as needed to prevent dilution or enlargement of the participant’s rights that otherwise would result from such event.

Removed

The plan administrator may also, in its sole direction, provide in substitution for the participant’s awards such alternative consideration as it may determine to be equitable in the circumstances.

Removed

Granted Awards The table below summarizes, as of March 1, 2025, the outstanding options and restricted shares that have been granted to our directors and executive officers. Number of shares underlying Exercise awards price (US$ Name granted (1) per share) Grant date Expiration date Deqiang Chen 250 N/A October 21, 2021, December 28, 2022 and September 11, 2023 October 21, 2031, December 28, 2032 and and September 11, 2023, respectively Mingjun Lin 2,222 N/A October 21, 2021 October 21, 2031 Xiaolei Gu 833 N/A October 21, 2021, December 28, 2022 and September 11, 2023 October 21, 2031, December 28, 2032 and September 2033, respectively Total 3,305 Notes: (1) In the form of restricted shares. 88 Table of Contents C.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

1 edited+0 added−1 removed2 unchanged

2024 filing

2025 filing

The preferred shares have no voting right. The investment closed on April 8, 2021. Employment Agreements and Indemnification Agreements Please refer to “Item 6. Directors, Senior Management and Employees — B. Compensation — Employment Agreements and Indemnification Agreements.” 93 Table of Contents Share Incentives Please refer to “Item 6. Directors, Senior Management and Employees — B.

The preferred shares have no voting right. The investment closed on April 8, 2021. Employment Agreements and Indemnification Agreements Please refer to “Item 6. Directors, Senior Management and Employees — B. Compensation — Employment Agreements and Indemnification Agreements.” Share Incentives Please refer to “Item 6. Directors, Senior Management and Employees — B. Compensation — Equity Incentive Plans.” C.

Removed

Compensation — Equity Incentive Plans.” C. Interests of Experts and Counsel. Not applicable.

Other KXIN 10-K year-over-year comparisons

KXIN 10-K 2022 vs 2023