Valor Energy Inc 10-K for FY2024

Valor Energy Inc (VAI)

10-K 2024-06-27 For: 2024-03-31

Added on April 11, 2026

About this 10-K

Valor Energy Inc filed this 10-K on June 27, 2024, covering the fiscal year ended March 31, 2024 (FY2024).

Headline figures

Fiscal year ended March 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $6.81M; down 15.7% from $8.08M a year earlier
Net loss: $3.67M; compared with a net loss of $3.11M a year earlier
Diluted EPS: -$0.41; compared with -$0.43 a year earlier

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Title of each class:		Trading Symbol		Name of each exchange on which registered:
Common Stock, par value $0.0001 per share		AIHS		The Nasdaq Stock Market LLC

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

		PAGE
Cautionary Note Regarding Forward-Looking Statements		iii
PART I		1
Item 1.	Business	1
Item 1A.	Risk Factors	29
Item 1B.	Unresolved Staff Comments	69
Item 1C	Cybersecurity	69
Item 2.	Properties	70
Item 3.	Legal Proceedings	70
Item 4.	Mine Safety Disclosures	70

PART II		71
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	71
Item 6.	[Reserved]	72
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	72
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	87
Item 8.	Financial Statements and Supplementary Data	F-1
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	88
Item 9A.	Controls and Procedures	88
Item 9B.	Other Information	88
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	88

PART III		89
Item 10.	Directors, Executive Officers and Corporate Governance	89
Item 11.	Executive Compensation	93
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	96
Item 13.	Certain Relationships and Related Transactions, and Director Independence	97
Item 14.	Principal Accounting Fees and Services	99

PART IV		100
Item 15.	Exhibits and Financial Statement Schedules	100
Item 16.	Form 10-K Summary	100

Function	Number of Employees
Management		2
Legal & Risk Management		9
Operations		7
Marketing		4
Drivers & Automobile Management and Services		7
Technology		2
Human Resources & Administration		7
Finance and Accounting		6
Internal Control and Audit		1
Total		45

Function	Number of Employees
Management		2
Operations		3
Finance and Accounting		2
Total		7

	●	We face intense competition, which could lead to our inability to secure market share or cause us to lose market share to our competitors, any of which could materially and adversely affect our business, results of operations and financial condition.
	●	If we fail to cost-effectively attract and retain online ride-hailing drivers, or to increase the profitability of our platform by existing users, our business, results of operations and financial condition could be materially and adversely affected.
	●	Relationship between us, our affiliates and Gaode Maps and other cooperated partners is crucial to our ability to grow our business, results of operations and financial condition.
	●	Our customers’ failure to fully comply with PRC online ride-hailing-related laws may expose us to potential penalties and negatively affect our operations.
	●	We are exposed to credit risk in our auto financing and prior auto financing facilitation businesses.
	●	Our failure to lease cars that we purchased from dealers or leased from other automobile rental companies with a satisfied utilization may have a material and adverse effect on our business, financial condition and results of operations.
	●	If data provided by automobile lessees and other third-party sources or collected by us are inaccurate, customer trust in us could decline.
	●	We may be subject to product liability claims if people or property are harmed by vehicles purchased through us.
	●	If our safety system fails to ensure user safety while using our online ride-hailing platform, our business, results of operations and financial condition could be materially and adversely affected.
	●	Changes to pricing for our online ride-hailing services could materially and adversely affect our ability to attract or retain riders and qualified drivers.
	●	Any significant disruption in our IT systems could materially and adversely affect our business.
	●	If we fail to obtain and maintain the requisite licenses and approvals required for our online ride-hailing business, our business may be materially and adversely affected.
	●	We rely primarily on a third-party insurance policy to insure our auto-related risks.
	●	We rely on third-party payment processors to process payments made by our business partners.
	●	Government policies on automobile purchases and usage in the online ride-hailing industry may materially affect our results of operations.
	●	Our business is subject to laws, regulations and regulatory policies that are being continuously amended and improved, and the interpretation and implementation of newly established policies may remain uncertain, which could have an adverse impact on our business and future prospects.
	●	We have identified material weaknesses in our internal control over financial reporting.
	●	Our common stock will be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, or the HFCA Act, in the future if the PCAOB is unable to inspect or investigate completely our auditors. The delisting of our common stock, or the threat of their being delisted, may materially and adversely affect the value of your investment. Additionally, the inability of the PCAOB to conduct inspections of our auditors would deprive our investors of the benefits of such inspections.
	●	We face risks related to natural disasters, health epidemics and other outbreaks, such as COVID-19, which could significantly disrupt our operations.

	●	Our current corporate structure and business operations may be affected by the Foreign Investment Law.
	●	Our previous contractual arrangements in relation to Sichuan Senmiao may be subject to scrutiny by the PRC tax authorities and they may determine that we or Sichuan Senmiao owe additional taxes, which could negatively affect our financial condition and the value of your investment.
	●	If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC stockholders.
	●	Enhanced scrutiny over acquisition transactions by the PRC tax authorities may have a negative impact on potential acquisitions we may pursue in the future.
	●	We are required to obtain a value-added telecommunication business certificate and be subject to foreign investment restrictions.
	●	Substantial uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business that we may be able to conduct in the PRC and accordingly on the results of our operations and financial condition.
	●	Adverse regulatory developments in China may subject us to additional regulatory review, and additional disclosure requirements and regulatory scrutiny to be adopted by the SEC in response to risks related to recent regulatory developments in China may impose additional compliance requirements for companies like us with significant China-based operations, all of which could increase our compliance costs, subject us to additional disclosure requirements.
	●	Compliance with China’s new Data Security Law, Measures on Cybersecurity Review, Personal Information Protection Law, regulations and guidelines relating to the multi-level protection scheme and any other future laws and regulations may entail significant expenses and could materially affect our business.
	●	Recent greater oversight by the CAC over data security, particularly for companies seeking to list on a foreign exchange, could adversely impact our business and our offering.
	●	We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of internet-related businesses and companies, and any lack of requisite approvals, licenses or permits applicable to our business may have a material adverse effect on our business and results of operations.
	●	PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds of from our public offerings to make loans to or make additional capital contributions to our PRC subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.
	●	We rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business.
	●	Fluctuations in exchange rates could have a material adverse effect on our results of operations and the value of your investment.
	●	Governmental control of currency conversion may limit our ability to utilize our net revenues effectively and affect the value of your investment.
	●	Failure to make adequate contributions to various employee benefit plans as required by PRC regulations may subject us to penalties.
	●	The M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of PRC companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.
	●	PRC regulations relating to offshore investment activities by PRC residents may limit our PRC subsidiaries’ ability to increase their registered capital or distribute profits to us or otherwise expose us or our PRC resident beneficial owners to liability and penalties under PRC law.

	●	Our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our common stock.
	●	The market price for our common stock may be volatile.
	●	We have a significant number of outstanding warrants.

	●	We may need additional capital, and financing may not be available on terms acceptable to us.
	●	Any harm to our brands or reputation may materially and adversely affect our business.
	●	A severe or prolonged downturn in the Chinese or global economy could materially and adversely affect our business and financial condition.
	●	Our ability to protect the confidential information of our customers may be adversely affected by cyber-attacks, computer viruses, physical or electronic break-ins or similar disruptions.
	●	From time to time, we may evaluate and potentially consummate strategic investments or acquisitions, which could require significant management attention, disrupt our business and adversely affect our financial results.

	●	general economic conditions in China and around the world;
	●	the impact by public health epidemics, including epidemic prevention policies in China on the industries we operate in and our business, results of operations and financial condition
	●	the growth of disposable household income and the availability and cost of credit available to finance car purchases and lease;
	●	the growth of China’s automobile industry;
	●	taxes and other incentives or disincentives related to NEV purchases and ownership;
	●	environmental concerns and measures taken to address these concerns;
	●	the cost of energy, including gasoline prices, and the cost of car license plates in various cities with license plate lottery or auction systems in China;
	●	the improvement of the highway system and availability of parking facilities;
	●	other government policies relating to automobile leasing and financing in China;
	●	fluctuations in the sales and price of new and used cars;
	●	consumer acceptance of financing car purchases;
	●	changes in demographics and preferences of car purchasers;
	●	ride sharing, transportation networks, and other fundamental changes in transportation pattern; and
	●	other industry-wide issues, including supply and demand for cars and supply chain challenges.

	●	a limited availability of market quotations for our securities;

	●	a limited amount of news and analyst coverage for us; and

	●	regulatory developments affecting us, our customers, or our industry;

	●	announcements of studies and reports relating to our loan products and service offerings or those of our competitors;

	●	changes in the economic performance or market valuations of other online finance marketplaces;

	●	actual or anticipated fluctuations in our quarterly results of operations and changes or revisions of our expected results;

	●	changes in financial estimates by securities research analysts;

	●	announcements by us or our competitors of new product and service offerings, acquisitions, strategic relationships, joint ventures or capital commitments;

	●	detrimental negative publicity about us, our management or our industry;

	●	fluctuations of exchange rates between the RMB and the U.S. dollar;

	●	release or expiry of lock-up or other transfer restrictions on our outstanding shares of common stock; and

	●	requiring stockholders who wish to request a special meeting of the stockholders to disclose certain specified information in such request and to deliver such request in a specific way within a certain timeframe, which may inhibit or deter stockholders from requesting special meetings of the stockholders;

	●	requiring that stockholders who wish to act by written consent request a record date from us for such action and such request must include disclosure of certain specified information, which may inhibit or deter stockholders from acting by written consent;

	●	establishing the board as the sole entity to fill vacancies of the board, which lengthens the time needed to elect a new majority of the board;

	●	establishing a two-thirds majority vote of the stockholders to remove a director from the board, as opposed to a simple majority, which lengthens the time needed to elect a new majority of the board; and

	●	our ability to attract new customers and maintain relationships with existing customers;

	●	our ability to maintain existing relationship with existing business partners and establish new relationships with additional partners for our Automobile Transaction and Related Services and Online Ride-hailing Platform Services;

	●	the revenue generated from automobile leasing and online ride-hailing platform services;

	●	overdue ratios of automobile financing transactions we serve;

	●	financial institutions’ willingness and ability to fund financing transactions through us on reasonable terms;

	●	changes in our services and introduction of new products and services;

	●	the amount and timing of operating expenses related to acquiring customers and the maintenance and expansion of our business, operations and infrastructure;

	●	our ability to manage transaction volume growth during the period;

	●	the timing of expenses related to the development or acquisition of technologies or businesses;

	●	our emphasis on customer experience instead of near-term growth; and