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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): December 18, 2025 (December 14, 2025)
Aether
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-42595 |
|
35-2818803 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
1441
Broadway, 30th Floor
New
York, New York 10018
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (347) 363-0886
Not
Applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| |
|
|
|
|
| Common
Stock, par value $0.001 per share |
|
ATHR |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Appointment
of Director
On
December 18, 2025, the Board appointed Mr. Wayne Huo as a member of the Board and as a member of the audit, compensation, investment
and treasury, and nominating and governance committees of the Board.
Mr.
Wayne Huo, age 36, possesses experience across fintech, digital assets, and global financial markets. From February 2024 to August 2025,
he served as Chief Executive Officer of Amber International Holding Limited (“Amber International”) (Nasdaq: AMBR), where
his responsibilities included managing the Chief Financial Officer and finance team for financial reporting and earnings calls, and overseeing
governance, reporting, and strategic initiatives, including as Amber International reached a valuation above $1 billion. Since February
2024, Mr. Huo has served as a member of the board of directors of Amber International and as well as a member of its investment committee
and corporate governance and nominating committee. From September 2017 to March 2025, Mr. Huo served as Chief Operating Officer of Amber
Global Limited (“Amber Group”), where Mr. Huo led the finance department and helped scale Amber Group into an international
digital-asset platform spanning trading, wealth management, and infrastructure. In addition to his service as Chief Operating Officer
of Amber Group, Mr. Huo served as a member of the board of directors of Amber Group from October 2018 to August 2025. Earlier in his
career, Mr. Huo was a foreign exchange options trader at Morgan Stanley Hong Kong, managing structured derivatives books and executing
macro and systematic strategies. He holds a master’s degree in Mathematics in Finance from New York University and a bachelor’s
degree in Mathematics from the University of Toronto. He advises public and private companies on governance, capital markets strategy,
digital-asset initiatives, and AI-enabled financial innovation. We believe Mr. Huo is qualified as a director based on his executive
leadership of a Nasdaq-listed company, oversight of financial reporting and governance, and his experience in risk management and global
financial markets.
Mr.
Huo will be compensated $30,000 annually for his service as a member of our Board and $5,000 annually for each committee of the Board
on which he serves.
Mr.
Huo does not have any family relationship with any of the executive officers or directors of the Company and is not a party to any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In
connection with his appointment, Mr. Huo will enter into the Company’s standard form of independent director agreement and form
of independent director indemnification agreement, copies of which are filed as Exhibit 10.1 and 10.2, respectively, to the Company’s
Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 1, 2025.
Director
Resignation
On
December 14, 2025, Mang Hei Jaclyn Wu resigned as a member of the board of directors (the “Board”) of Aether Holdings, Inc.
(the “Company”) for personal reasons related to a regulatory proceeding (announced on November 27, 2025) initiated by the
British Columbia Securities Commission towards her and Elixir Technology Inc. (a significant stockholder of the Company which is also
an affiliate of Ms. Wu).
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Dated:
December 18, 2025 |
Aether
Holdings, Inc. |
| |
|
|
| |
By: |
/s/
Nicolas Lin |
|
Name:
|
Nicolas
Lin |
| |
Title: |
Chief
Executive Officer |
