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SAIHEAT Limited filed an Amendment No. 1 to Form F-3 to create a shelf registration to offer, from time to time, up to $300,000,000 of Class A Ordinary Shares, debt securities, warrants, rights and units. The shelf rolls over unsold capacity from an expiring 2023 F-3 and may be used for primary issuances or resale transactions as described in future prospectus supplements. The Company reported its Class A Ordinary Shares and IPO Warrants trade on Nasdaq under the symbols SAIH and SAIHW with last reported prices on June 30, 2026 of $11.60 and $172.5, respectively. As of the prospectus, non-affiliate public float was stated as $13.80 million based on 1,189,428 Class A Ordinary Shares held by non-affiliates. The registration includes standard shelf mechanics, an issuer use-of-proceeds statement for working capital and general corporate purposes, and detailed terms for existing IPO Warrants including an $11.50 exercise price and a $16.50 redemption trigger.
SAIHEAT Limited filed a Form F-3 shelf registration to offer, from time to time, up to $300,000,000 of Class A Ordinary Shares, debt securities, warrants, rights and units. The shelf may be used in one or more offerings after the registration becomes effective.
The prospectus states an aggregate market value of Class A Ordinary Shares held by non-affiliates of approximately $13.80 million as of June 30, 2026 (based on 1,189,428 Class A Ordinary Shares and a closing price of $11.60 per share). The company notes dual-class voting (Class A: one vote; Class B: ten votes) and that Mr. Ma controls Class B voting power.
SAIHEAT Ltd received an updated ownership filing showing a change in control. Peng Zhang agreed on June 5, 2026 to transfer his one ordinary share of Energy Science Artist Holding Limited, representing 100% of Energy Science, to Longwin Global Limited for US$1,000,000.
This transaction makes To Ma, the sole shareholder of Longwin Global, the sole controlling shareholder of SAIHEAT, with 84.36% voting power. Through Energy Science and Longwin Global, the reporting persons beneficially own 642,043 Class B ordinary shares, representing 100% of the Class B ordinary shares, out of 1,190,317 Class A and 642,043 Class B shares outstanding.
SAIHEAT Limited reports a change in control following an internal share transfer. On June 5, 2026, Peng Zhang agreed to transfer his one ordinary share of Energy Science Artist Holding Limited, representing 100% of its issued share capital, to Longwin Global Limited for US$1,000,000. Because Energy Science ultimately controls SAIHEAT Limited, this transaction makes Longwin Global Limited the sole controlling shareholder of the Company. The Company states there are no arrangements or understandings among the former and new control groups and their associates regarding the election of officers or other matters, except as described in this report.
SAIHEAT Limited files its annual report on Form 20-F, outlining a bitcoin-focused business that mines cryptocurrency and provides hosting using power-intensive data centers and heat-recovery technology. The company highlights a limited operating history, highly volatile bitcoin economics, and dependence on low-cost electricity and specialized mining hardware.
SAIHEAT reports net losses of $6.1 million in 2023, $5.9 million in 2024 and $6.5 million in 2025, with an accumulated deficit of $44.3 million as of December 31, 2025. As of that date, it had 1,190,317 Class A and 642,043 Class B Ordinary Shares outstanding.
The filing details extensive risks: capital-intensive expansion, reliance on a few mining-equipment suppliers, exposure to power price swings, environmental and permitting constraints, supply-chain and tariff disruptions, and intense competition. It also emphasizes significant U.S. and international regulatory uncertainty around crypto assets, potential investment-company, money-services and tax-reporting classifications, and cybersecurity and custody risks related to holding bitcoin and other crypto assets.
SAIHEAT Limited held an extraordinary general meeting of shareholders on April 24, 2026, where all shareholder proposals were duly adopted as special resolutions. The company is furnishing its Fourth Amended and Restated Memorandum and Articles of Association (as corrected), a Fifth Amended and Restated version, and detailed voting results as exhibits.
As of the March 26, 2026 record date, 1,190,317 Class A ordinary shares with one vote each and 642,043 Class B ordinary shares with ten votes each were outstanding. A quorum was reached with 1,195,362 shares present, representing 6,973,749 aggregate votes.
SAIHEAT Limited is calling an extraordinary general meeting (EGM) on April 24, 2026, to clean up and update its corporate charter. Shareholders will vote on three special resolutions: formally correcting typographical errors in the previously approved 1‑for‑15 reverse stock split and related resolutions, approving a corrected fourth amended and restated memorandum and articles of association, and then replacing those with a new fifth amended and restated memorandum and articles of association.
The corrections confirm authorised share capital of US$35,000, divided into 22,024,624 Class A ordinary shares, 642,043 Class B ordinary shares and 666,666 preference shares, each with a par value of US$0.0015. The EGM will be held virtually, and shareholders of record as of March 26, 2026 may vote in person or by proxy. Each Class A share carries one vote, while each Class B share carries ten votes, and each proposal requires approval by at least two‑thirds of votes cast to pass as a special resolution.
SAIHEAT Limited changed its independent auditor, appointing Assentsure PAC on March 30, 2026 and dismissing Audit Alliance LLP the same day. The audit committee and full board approved the change after a review process, and the company states it was not due to any disagreements over accounting, disclosure, or audit procedures.
Audit Alliance’s reports on the 2023 and 2024 consolidated financial statements contained no adverse opinions, disclaimers, or qualifications. The company also reports no disagreements or reportable events during those years, and says it did not previously consult Assentsure on accounting or audit matters. This report and Audit Alliance’s accompanying SEC letter will also satisfy related Item 16F reporting obligations.
SAIHEAT Ltd director Ren Junfei has filed an initial insider ownership report on Form 3. This filing establishes Ren's status as a director and brings their equity holdings under SEC disclosure rules. The report does not list any specific transactions, focusing instead on baseline ownership disclosure.