Helport AI (HPAI) adds Yu Pan as independent director, names audit chair

Rhea-AI Filing Summary

Helport AI Limited reports board and committee changes. The board appointed existing independent director Geoffrey Bonnycastle as Chairman of the Audit Committee, following a recommendation from the Nomination Committee. The board also appointed Yu Pan as a new independent director, effective immediately.

Yu Pan brings extensive experience in model risk, validation, and quantitative analytics from senior roles at major financial institutions including U.S. Bank, Wells Fargo, HSBC Finance and Delta Air Lines, as well as prior academic experience. The company notes that Yu Pan has no family ties with current leadership and no related-party transactions requiring disclosure under Regulation S‑K Item 404(a).

Key Figures

Board appointment date: May 12, 2026

1 metrics

Board appointment date May 12, 2026 Date the board approved the audit chair and new independent director

Key Terms

Audit Committee, independent director, foreign private issuer, Regulation S-K Item 404(a)

4 terms

Audit Committee financial

"to serve as Chairman of the Audit Committee of the Board"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

independent director financial

"appointed, Yu Pan to serve as an independent director of the Company"

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

foreign private issuer regulatory

"REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

Regulation S-K Item 404(a) regulatory

"transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K"

Form 6-K: How Foreign Companies Report to the SEC →

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 

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2026

Commission File Number: 001-42205

Helport AI Limited

9 Temasek Boulevard #07-00, Suntec Tower Two,

Singapore 038989

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. 

Form 20-F ☒            Form 40-F ☐ 

Appointment of Chairman of Audit Committee and Independent Director

On May 12, 2026, the Nomination Committee of the board of directors (the “Board”) of Helport AI Limited (the “Company”) recommended, and the Board appointed, Geoffrey Bonnycastle, an independent director of the Company, to serve as Chairman of the Audit Committee of the Board.

On the same day, the Nomination Committee of the Board recommended, and the Board appointed, Yu Pan to serve as an independent director of the Company, with immediate effect.

From January 2018 to September 2025, Yu Pan served as Executive Vice President and Chief Model Risk Officer at U.S. Bank, National Association, a diversified financial services institution providing banking, lending, payments, and investment services. From October 2010 to December 2017, Yu Pan served as Senior Vice President and Head of Model Validation and Risk at Wells Fargo Bank, N.A. From January 2005 to September 2010, Yu Pan served as Vice President of Corporate Modeling and Analytics at Wells Fargo Bank, N.A. From April 2003 to December 2004, Yu Pan served as Senior Manager of Decisioning Support and Analytics at HSBC Finance Corporation. From May 1998 to March 2003, Yu Pan served as Senior Specialist of Operations Research at Delta Air Lines, Inc. From September 1995 to February 1998, Yu Pan served as Assistant Professor at Hong Kong Baptist University, where he taught economics, financial markets, and econometrics, and conducted research in economics and quantitative modeling. Yu Pan received his Ph.D. in Economics from the University of Minnesota in August 1995, his Master’s degree in Quantitative Economics from the Graduate School of the Chinese Academy of Social Sciences in December 1984, and his Bachelor's degree in Industrial Management from Dalian University of Technology in January 1982.

Yu Pan does not have a family relationship with any director or executive officer of the Company, and has not been involved in any transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K.

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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, thereunto duly authorized.

	Helport AI Limited
	By:	/s/ Guanghai Li
	Name:	Guanghai Li
	Title:	Chief Executive Officer

Date: May 15, 2026

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FAQ

What board changes did Helport AI (HPAI) disclose in this Form 6-K?

Helport AI disclosed two board-related changes: Geoffrey Bonnycastle was appointed Chairman of the Audit Committee, and Yu Pan was appointed as an independent director to the board with immediate effect, both following recommendations from the Nomination Committee.

Who is the new independent director appointed to Helport AI (HPAI)’s board?

The new independent director is Yu Pan. He has extensive experience in model risk, validation, and quantitative analytics from senior positions at U.S. Bank, Wells Fargo, HSBC Finance, Delta Air Lines, and earlier academic roles in economics and quantitative modeling.

What role will Geoffrey Bonnycastle hold at Helport AI (HPAI)?

Geoffrey Bonnycastle, already an independent director, was appointed Chairman of the Audit Committee. This role places him in charge of overseeing the committee responsible for financial reporting oversight and related governance for Helport AI’s board.

Does Yu Pan have any related-party relationships with Helport AI (HPAI)?

Yu Pan does not have any family relationship with Helport AI’s directors or executive officers. The company also states he has not been involved in transactions with Helport AI over the past two years requiring disclosure under Regulation S‑K Item 404(a).

What is Yu Pan’s professional background before joining Helport AI (HPAI)’s board?

Yu Pan most recently served as Executive Vice President and Chief Model Risk Officer at U.S. Bank. He previously held senior risk and analytics roles at Wells Fargo, HSBC Finance, Delta Air Lines, and was earlier an assistant professor in economics and quantitative modeling.

What academic qualifications does Yu Pan bring to Helport AI (HPAI)’s board?

Yu Pan holds a Ph.D. in Economics from the University of Minnesota, a Master’s in Quantitative Economics from the Graduate School of the Chinese Academy of Social Sciences, and a Bachelor’s in Industrial Management from Dalian University of Technology, reflecting strong quantitative and economic training.