UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2025
Commission File Number: 001-38261
Kaixin Holdings
(Registrant’s name)
Complex Building Room 211, 18 Dong Quan Avenue,
Luoyang Town, Taishun County,
Wenzhou, Zhejiang Province
People’s Republic of China
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
As previously disclosed on September 16, 2025, Kaixin Holdings (the “Company”) held its annual general meeting on September 13, 2025 (the “Meeting”) and, at the Meeting, the Company’s shareholders approved, inter alia, that (a) a share consolidation (the “Share Consolidation”) of the Company’s issued and unissued Class A and Class B ordinary shares at a ratio of not less than 1-for-2 and not more than 1-for-99 (the “Range”), with the exact ratio to be set at a whole number within this Range to be determined by the board of the directors of the Company (the “Board”) in its sole discretion within 360 calendar days after the date of passing of such resolution; and (b) any fractional shares resulting from such Share Consolidation will be rounded up to one ordinary share.
The Board subsequently fixed the consolidation ratio for the Share Consolidation at 1-for-30. The Company’s class A ordinary shares are expected to begin trading on a post-consolidation basis at the open of the market session on December 1, 2025. Upon the market opening on December 1, 2025, the Company’s class A ordinary shares will continue to be traded on The Nasdaq Capital Market under the symbol “KXIN” with the new CUSIP number G5223X167.
The Share Consolidation was reflected in the seventh amended and restated memorandum and articles of association of the Company (the “A&R M&A”) which was filed with the General Registry of Cayman Islands on September 30, 2025. A copy of the A&R M&A is attached hereto as Exhibit 3.1 and incorporated by reference.
On November 25, 2025, the Company issued a press release announcing the foregoing matters. A copy of the press release is filed as Exhibit 99.1 to this report on Form 6-K and is incorporated herein by reference.
INCORPORATION BY REFERENCE
The information contained in this Form 6-K and any exhibits hereto shall be deemed filed with the Securities and Exchange Commission (“SEC”) solely for purposes of incorporation by reference into and as part of the registration statements on Form F-3 (File No. 333-272954) and Form S-8 (File No. 333-291281) of the registrant on file with the SEC.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: November 25, 2025 | Kaixin Holdings | |
| By: | /s/ Yi Yang | |
| Name: | Yi Yang | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
Kaixin Holdings Announces Share Consolidation
November 25, 2025
Beijing, China, November 25, 2025 (GLOBE NEWSWIRE) -- Kaixin Holdings (“Kaixin” or the “Company”) (NASDAQ: KXIN) announced that it will effect a share consolidation of its ordinary shares, par value $0.045 each, at a ratio of 1-for-30, with a post-share consolidation par value $1.35 each, effective on December 1, 2025 (the “Share Consolidation”). The Company’s class A ordinary shares are expected to begin trading on a post-consolidation basis at the open of the market session on December 1, 2025. Upon the market opening on December 1, 2025, the Company’s class A ordinary shares will continue to be traded on The Nasdaq Capital Market under the symbol “KXIN” with the new CUSIP number G5223X167.
As a result of the Share Consolidation, every thirty (30) shares of the Company’s ordinary shares will be automatically consolidated into one (1) ordinary share. Outstanding warrants and other outstanding equity rights will be proportionately adjusted to reflect the Share Consolidation. No fractional shares will be issued in connection with the Share Consolidation, and in the event that a shareholder would otherwise be entitled to receive a fractional share upon the Share Consolidation, the number of shares to be received by such shareholder will be rounded up to one ordinary share in lieu of the fractional share that would have resulted from the Share Consolidation.
The Company’s transfer agent, Transhare Corporation, which is also acting as the exchange agent for the Share Consolidation, will send instructions to shareholders of record who hold stock certificates regarding the exchange of their old certificates for new certificates, should they wish to do so. Shareholders who hold their shares in brokerage accounts or “street name” are not required to take action to implement the exchange of their shares.
About Kaixin Holdings
Kaixin Holdings is committed to transitioning into an AI-driven tech business located in China. The Company strives to leverage AI technologies to develop competitive applications and platforms for both domestic and international markets. Through the series of contemplated acquisitions, Kaixin enhances its AI application capability and aims to expand its AI capacity into new areas to create more growth opportunities.
Safe Harbor Statement
This announcement may contain forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" or other similar expressions. Statements that are not historical facts, including statements about Kaixin’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: our goals and strategies; our future business development, financial condition and results of operations; our expectations regarding demand for and market acceptance of our services; our expectations regarding the retention and strengthening of our relationships with auto dealerships; our plans to enhance user experience, infrastructure and service offerings; competition in our industry in China; and relevant government policies and regulations relating to our industry. Further information regarding these and other risks is included in our other documents filed with the SEC. All information provided in this announcement and in the attachments is as of the date of this announcement, and Kaixin does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
For more information, please contact:
Kaixin Holdings
Investor Relations
Email: ir@kaixin.com