SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2024

Commission File Number 001-38490

HIGHWAY HOLDINGS LIMITED

(Translation of Registrant’s Name Into English)

Suite 1801, Level 18

Landmark North

39 Lung Sum Avenue

Sheung Shui

New Territories, Hong Kong

(Address of Principal Executive Offices)

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 ☒ Form 40-F ☐

Attached to this Report on Form 6-K is the press release issued by the registrant on August 1, 2024.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	HIGHWAY HOLDINGS LIMITED
Date: August 13, 2024	By	/s/ ROLAND W. KOHL
		Roland W. Kohl
		Chief Executive Officer

Exhibit 99.1

NEWS RELEASE

HIGHWAY HOLDINGS REPORTS FIRST QUARTER FISCAL2025 RESULTS; REVENUE INCREASES 39% YoY

HONG KONG – August 1^st^, 2024– Highway Holdings Limited (Nasdaq: HIHO) today reported financial results for the first quarter of fiscal year 2025 ended June 30, 2024.

Net sales for the first quarter of fiscal year 2025 ended June 30, 2024 increased 39.3% to $1.88 million compared with $1.35 million in the first quarter of fiscal year 2024. Net gain for the first quarter of fiscal year 2025 was $98,000, or $0.02 per diluted share, compared with net loss of $338,000, or a loss of $0.08 per diluted share in the first quarter of fiscal year 2024.

Roland Kohl, chairman, president and chief executive officer of Highway Holdings, commented, “We are seeing signs of improvement and have reason for cautious optimism. The growth in sales this quarter compared to the year ago period was the result of substantially all our customers increasing their orders. We have still not returned to the level our business was at pre-COVID, therefore we were only able to reach breakeven on an operating level, which is a significant improvement compared to the $400,000 operating loss in the year ago period.

“We are pleased to maintain a solid financial position, which we believe gives us the ability to navigate the operating challenges and forge a path that supports a return to long-term growth. In the most recent quarter, our reported net profit came mainly from interest income based on the fortified cash position we built, and a favorable currency exchange gain. Overall, the favorable trend of orders for our existing business from our main customers is stable to slightly increasing. We are cautiously optimistic this trend will continue along with the contribution of a pending new business line, and the revival of some mature previously deemphasized business lines, which taken together would ultimately help us return to improved profitability.”

Gross profit for the first quarter of fiscal year 2025 increased to $661,000, or 35%, compared with $377,000 and 28%, respectively, in the first quarter of fiscal year 2024, primarily due to a favorable product mix.

Selling, general and administrative expenses for the first quarter of fiscal year 2025 declined by 15.3% to $658,000 in the first quarter 2025 from $777,000 in the year ago period, reflecting the positive benefit of the Company’s operating expense reduction strategy.

The Company recognized a $38,000 currency exchange gain in the first quarter of fiscal year 2025, compared to $17,000 in the first quarter of fiscal year 2024, with $52,000 in interest and other income in the first quarter of 2025 compared to $40,000 in the year ago period, primarily due to the continued benefit of foreign currency hedging activities and higher interest rates.

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The Company ended the first quarter of fiscal year 2025 in a solid financial position with $6.0 million of cash and cash equivalents, which exceeded its combined short- and long-term liabilities by $1.65 million. At June 30, 2024, the Company had a working capital balance of $5.7 million, with a current ratio of 2.6:1, and total shareholders’ equity of $6.5 million, compared to $6.6 million as of March 31, 2024.

About Highway Holdings

Highway Holdings is an international manufacturer of a wide variety of high-quality parts and products for blue chip equipment manufacturers based primarily in Germany. Highway Holdings’ administrative office is located in Hong Kong and its manufacturing facilities are located in Yangon, Myanmar and Shenzhen, China.

Except for the historical information containedherein, the matters discussed in this press release are forward-looking statements which involve risks and uncertainties, including butnot limited to economic, competitive, governmental, political and technological factors affecting the company’s revenues, operations,markets, products and prices, the remaining impact of the worldwide COVID-19 pandemic, and other factors discussed in the company’svarious filings with the Securities and Exchange Commission, including without limitation, the company’s annual reports on Form20-F.

(Financial Tables Follow)

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For further information, please contact:

Global IR Partners

David Pasquale

HIHO@globalirpartners.com

New York office : +1-914-337-8801

HIGHWAY HOLDINGS LIMITED AND SUBSIDIARIES

Consolidated Statement of Income

(In thousands of U.S. dollars, except for shares and per share data)

	Fiscal First Quarter Ended
	June 30<br><br> (Unaudited)
****	2024		****	2023		****
Net sales	$	1,879		$	1,347
Cost of sales		1,218			970
Gross profit		661			377
Selling, general and administrative expenses		658			777
Operating income (loss)		3			(400	)
Non-operating income (expense):
Exchange gain (loss), net		38			17
Interest income		45			40
Gain (loss) on disposal of assets		-			-
Other income (expense)		7			-
Total non-operating income (expenses)		90			57
Net income (loss) before income taxes		93			(343	)
Income taxes		-			3
Net income (loss)		93			(340	)
Less: net gain/(loss) attributable to non-controlling interests		(5	)		(2	)
Net income attributable to Highway Holdings Limited’s	$	98		$	(338	)
Shareholders
Net income (loss) per share – Basic	$	0.02		$	(0.08	)
Net income (loss) per share - Diluted Weighted average number of shares outstanding:	$	0.02		$	(0.08	)
Basic		4,506			4,248
Diluted		4,506			4,248

HIGHWAY HOLDINGS LIMITEDAND SUBSIDIARIES

Consolidated Balance Sheet

(In thousands of U.S. dollars, except for shares and per share data)

		****	March 31 (Audited)		****
		****	2024		****
Current assets:
Cash and cash equivalents	5,991		$	6,601
Accounts receivable, net of doubtful accounts	1,660			1,253
Inventories	1,532			1,566
Prepaid expenses and other current assets	149			226
Total current assets	9,332			9,646
Goodwill, net	-			-
Property, plant and equipment, net	34			-
Operating lease right-of-use assets	1,217			1,375
Long-term deposits	201			202
Long-term loan receivable	95			95
Total assets	10,879			11,318
Current liabilities:
Accounts payable	807		$	935
Operating lease liabilities, current	595			588
Accrued expenses and other liabilities	1,719			1,789
Income tax payable	471			480
Dividend payable	60			45
Total current liabilities	3,652			3,837
Operating lease liabilities, non-current	650			803
Long term accrued expenses	40			40
Total liabilities	4,342			4,680
Shareholders’ equity:
Preferred shares, 0.01 par value	-			-
Common shares, 0.01 par value	44			44
Additional paid-in capital	12,144			12,117
Accumulated deficit	(5,137	)		(5,015	)
Accumulated other comprehensive (loss) / income	(502	)		(501	)
Non-controlling interest	(12	)		(7	)
Total shareholders’ equity	6,537			6,638
Total liabilities and shareholders’ equity	10,879		$	11,318

All values are in US Dollars.