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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2026
Commission File Number: 001-40368
SAIHEAT Limited
c/o #266A South Bridge Road, #02-01 Singapore
(058815)
(Address of principal executive office)
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 ☐
EXPLANATORY NOTE
SAIHEAT Limited (the “Company”) announced
that all the shareholder proposals submitted for shareholders’ approval have been duly adopted at its extraordinary general meeting
of shareholders held virtually at http://www.virtualshareholdermeeting.com/SAIH2026SM on August 26, 2026 (the “EGM”).
The Company hereby submits this report on Form
6-K to furnish, among others, (i) the fifth amended and restated memorandum and articles of association of the Company as set forth in
Exhibit 3.1 hereto, (ii) the sixth amended and restated memorandum and articles of association of the Company as set forth in Exhibit
3.2 hereto, and (iii) the voting results of the EGM as set forth in Exhibit 99.1 hereto. For more details, please refer to exhibits to
this report on Form 6-K.
Exhibit Index
| Exhibit No. |
|
Description |
| 3.1 |
|
Fifth Amended and Restated Memorandum and Articles of Association |
| 3.2 |
Sixth Amended and Restated Memorandum and Articles of Association |
| 99.1 |
Voting Results of Extraordinary General Meeting |
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.
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SAIHEAT Limited |
| |
|
| |
By: |
/s/ Jianwei Li |
| |
|
Jianwei Li |
| |
|
Chief Executive Officer |
Date: August 26, 2026
Exhibit 99.1
SAIHEAT Limited
Extraordinary General Meeting of Shareholders
August 26, 2026
FINAL REPORT
OF THE INSPECTOR OF ELECTION
I, the undersigned, the duly appointed Inspector
of Election at the Extraordinary General Meeting of Shareholders of SAIHEAT Limited (the “Company”), held on August
26, 2026 (the “Meeting”), hereby certify that:
| 1) | Before entering upon the discharge of my duties as Inspector
of Election at the Meeting, I took and signed an Oath of Inspector of Election. |
| 2) | The Meeting was held via the Internet, at www.virtualshareholdermeeting.com/SAIH2026SM,
pursuant to notice duly given. |
| 3) | At the close of business on August 12, 2026, the record date for the determination of shareholders entitled to vote at the Meeting,
there were 1,195,249 Class A ordinary shares, each entitled to one vote, and 642,043 Class B, each entitled to 10 votes, issued and outstanding,
consisting of all the voting securities of the Company. |
| 4) | Present, in person or by proxy, at the Meeting were holders of an aggregate of 652,854 shares of the Company’s ordinary Class
A and Class B shares, voting as a single class with each Class A ordinary share carrying one vote and each Class B ordinary share carrying
ten votes, and, in aggregate, 6,431,241votes, constituting a quorum. |
| 5) | The undersigned canvassed the votes of the Shareholders cast by ballot or proxy on the matters presented at the Meeting. |
| 6) | Proposal No. 1. At the Meeting, the vote to approve an ordinary resolution that: |
conditional upon and effective at the Effective Time, and
after giving effect to the conversion, immediately prior to the Closing, of all issued and outstanding Class B Ordinary Shares into Class
A Ordinary Shares, the 145,601 authorized but unissued Class B Ordinary Shares be re-designated and reclassified as 145,601 Class A Ordinary
Shares, and, as a consequence, the authorized share capital of the Company be amended:
FROM: US$35,000 divided into 22,024,624
class A ordinary shares of a par value of US$0.0015 each, 642,043 convertible class B ordinary shares of a par value of US$0.0015 each,
and 666,666 preference shares of a par value of US$0.0015 each, as set out in the Existing M&A,
TO: US$35,000 divided into 22,170,225 class A ordinary shares
of a par value of US$0.0015 each, 496,442 convertible class B ordinary shares of a par value of US$0.0015 each, and 666,666 preference
shares of a par value of US$0.0015 each, as set out in the A&R MAA.
The result of the vote was as follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
| 6,430,956 |
|
255 |
|
30 |
| 7) | Proposal No. 2. At the Meeting, the vote to approve a special resolution that the change of the name of the Company from “SAIHEAT
Limited” to “Canopy Wave Holdings Inc.” be approved, conditional upon and effective at the Effective Time, was as follows: |
| FOR |
|
AGAINST |
|
ABSTAIN |
| 6,430,944 |
|
267 |
|
30 |
| 8) | Proposal No. 3. At the Meeting, the vote to approve an ordinary resolution that the fixing of the number of directors constituting
the Company’s board of directors at five (5) immediately following the Effective Time, a majority of whom shall qualify as “independent
directors” as defined in Nasdaq rules and be eligible to serve on an audit committee, conditional upon and effective at the Effective
Time, be approved, was as follows: |
| FOR |
|
AGAINST |
|
ABSTAIN |
| 6,430,944 |
|
267 |
|
30 |
| 9) | Proposal No. 4. At the Meeting, the vote to approve a special resolution that the adoption of the A&R MAA, in the form
furnished as Exhibit 99.3 to the Company’s Report on Form 6-K, in substitution for, and to the exclusion of, the Existing M&A,
conditional upon and effective at the Effective Time, be approved, was as follows: |
| FOR |
|
AGAINST |
|
ABSTAIN |
| 6,430,956 |
|
255 |
|
30 |
| 10) | Proposal No. 5. At the Meeting, the vote to approve an ordinary resolution that the issuance and allotment of the Consideration
Shares in connection with the Merger, the issuance and allotment of the PIPE Shares pursuant to the PIPE Share Purchase Agreement, and
the change of control of the Company resulting from the Merger, in each case for the purposes of Nasdaq Listing Rule 5635(a), (b) and
(d) and conditional upon and effective at the Effective Time, be approved, was as follows: |
| FOR |
|
AGAINST |
|
ABSTAIN |
| 6,430,956 |
|
255 |
|
30 |
| 11) | Proposal No. 6. At the Meeting, the vote to approve an ordinary resolution that: |
| (ii) | the other Transaction Agreements referred to in the EGM Notice; |
| (iii) | the completion of the transactions contemplated by the Merger
Agreement and such other Transaction Agreements, in accordance with the terms and subject to the conditions set forth therein, be approved
in all respects; and |
| (iv) | that any director be authorized, for and on behalf of the
Company, to do all such acts and things and to execute and deliver, as a deed or under seal if required, all such documents as he considers
necessary, desirable or expedient in connection with, or ancillary to, the transactions contemplated by the Merger Agreement and such
other Transaction Agreements. |
The result of the vote was as follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
| 6,430,956 |
|
255 |
|
30 |
| 12) | Proposal No. 7. At the Meeting, the vote to approve an ordinary resolution that the adjournment of the Extraordinary General
Meeting by the Chair thereof to a later date or dates, if necessary or appropriate, to permit further solicitation of proxies in the event
that there are insufficient votes at the time of the Extraordinary General Meeting to approve any of the foregoing proposals, be approved
was as follows: |
| FOR |
|
AGAINST |
|
ABSTAIN |
| 6,430,854 |
|
356 |
|
31 |
IN WITNESS WHEREOF, I have made this Final Report
and have hereunto set my hand on this 26th day of August, 2026.
| /s/ Anthony P. Carideo |
|
| Inspector of Election |
|
| Anthony P. Carideo |
|
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