Longwin Global takes control of SAIHEAT Limited (SAIH) in US$1M deal

Rhea-AI Filing Summary

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.

Insights

Corporate governance analyst

SAIHEAT discloses a formal change in its controlling shareholder via a US$1M internal share transfer.

The filing explains that control of SAIHEAT Limited shifts because Peng Zhang sold 100% of the shares of Energy Science Artist Holding Limited to Longwin Global Limited for US$1,000,000. Energy Science appears to be the upstream holding vehicle through which SAIHEAT is controlled.

As a result, Longwin Global becomes the sole controlling shareholder of SAIHEAT. The company notes there are no agreements between the former and new control groups and their associates on officer elections or other corporate matters beyond what is described. Future governance and strategic effects, if any, would need to be assessed from subsequent disclosures.

Key Figures

Share transfer consideration: US$1,000,000 Energy Science ownership transferred: 100% issued share capital Control change date: June 5, 2026

3 metrics

Share transfer consideration US$1,000,000 Price paid by Longwin Global to acquire Energy Science share

Energy Science ownership transferred 100% issued share capital One ordinary share of Energy Science Artist Holding Limited

Control change date June 5, 2026 Date of share transfer instrument causing change in control

Key Terms

change in control, controlling shareholder, foreign private issuer, Form 6-K, +1 more

5 terms

change in control financial

"EXPLANATORY NOTE Change in control On June 5, 2026, Peng Zhang..."

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

controlling shareholder financial

"Longwin Global becoming the sole controlling shareholder of the Company."

A controlling shareholder is a person or entity that holds enough voting power in a company—often a majority of votes or decisive influence through agreements—to determine its board, strategy and major decisions. For investors this matters because that control shapes corporate direction, risk and who benefits from deals; like a driver steering a car, a controlling shareholder can speed up or block changes, which can affect minority shareholders’ returns and the company’s value.

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.

Form 6-K regulatory

"FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER..."

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

ordinary share financial

"his one ordinary share of Energy Science Artist Holding Limited..."

An ordinary share is a unit of ownership in a company that gives the holder a stake in its profits and usually the right to vote on key decisions. Think of it like a slice of a pizza where each slice entitles you to a portion of what’s left after bills are paid; value can rise or fall with the business and may pay dividends, so it matters to investors for income, growth and control.

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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 June 2026

Commission File Number: 001-40368

SAIHEAT Limited
(Exact name of Registrant as specified in its charter)

c/o #266A South Bridge Road, #02-01 Singapore (058815)

(Address of principal executive offices)

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

Change in control

On June 5, 2026, Peng Zhang, entered into a share transfer instrument with Longwin Global Limited (“Longwin Global”), a Seychelles company, pursuant to which Peng Zhang, as transferor, agreed to transfer his one ordinary share of Energy Science Artist Holding Limited (“Energy Science”), a British Virgin Islands Business Company, representing 100% issued share capital of Energy Science, to Longwin Global, as transferee, for a consideration of US$1,000,000 (the “Transfer”). The consummation of the Transfer resulted in a change in control of the SAIHEAT Limited (the “Company”), with Longwin Global becoming the sole controlling shareholder of the Company. There are no arrangements or understandings among the members of both the former and new control groups of the Company and their associates with respect to the election of officers of the Company or other matters, except as set forth herein. 

1

SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 6-K and that it has duly caused and authorized the undersigned to sign this report on its behalf.

	SAIHEAT Limited
	By:	/s/ Jianwei Li
Date: June 5, 2026	Name:	Jianwei Li
	Title:	Chief Executive Officer

2

FAQ

What change in control did SAIHEAT Limited (SAIH) disclose in this Form 6-K?

SAIHEAT Limited disclosed that control of the company shifted when Peng Zhang transferred 100% of the shares of Energy Science Artist Holding Limited to Longwin Global Limited. This transaction made Longwin Global Limited the sole controlling shareholder of SAIHEAT Limited.

Who is the new controlling shareholder of SAIHEAT Limited (SAIH)?

The new controlling shareholder of SAIHEAT Limited is Longwin Global Limited, a Seychelles company. It became the sole controlling shareholder after acquiring 100% of the issued share capital of Energy Science Artist Holding Limited from Peng Zhang for US$1,000,000.

What consideration was paid in the SAIHEAT Limited (SAIH) control transaction?

Longwin Global Limited agreed to pay a consideration of US$1,000,000 to Peng Zhang. In exchange, it acquired his one ordinary share of Energy Science Artist Holding Limited, which represents 100% of that company’s issued share capital and confers control over SAIHEAT Limited.

When did the SAIHEAT Limited (SAIH) change in control take place?

The change in control is tied to a share transfer instrument dated June 5, 2026. On that date, Peng Zhang agreed to transfer his single ordinary share in Energy Science Artist Holding Limited to Longwin Global Limited, resulting in Longwin Global becoming SAIHEAT Limited’s sole controlling shareholder.

Are there governance arrangements between old and new control groups at SAIHEAT Limited (SAIH)?

SAIHEAT Limited states there are no arrangements or understandings among members of the former and new control groups and their associates regarding officer elections or other matters, except as described. This suggests no additional disclosed side agreements influencing corporate governance beyond the documented transfer.

What is Energy Science Artist Holding Limited’s role in SAIHEAT Limited (SAIH)?

Energy Science Artist Holding Limited is a British Virgin Islands company whose single ordinary share, representing 100% of its issued capital, was transferred. Control over this entity appears to represent control over SAIHEAT Limited, so its sale to Longwin Global Limited triggered the change in SAIHEAT’s controlling shareholder.