SAIHEAT (SAIH) shareholders approve all 2026 EGM proposals

Rhea-AI Filing Summary

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.

Key Figures

Class A shares outstanding: 1,190,317 shares Class B shares outstanding: 642,043 shares Shares present at EGM: 1,195,362 shares +5 more

8 metrics

Class A shares outstanding 1,190,317 shares Class A ordinary shares as of March 26, 2026 record date

Class B shares outstanding 642,043 shares Class B ordinary shares as of March 26, 2026 record date

Shares present at EGM 1,195,362 shares Shares present in person or by proxy at April 24, 2026 EGM

Votes represented at EGM 6,973,749 votes Aggregate votes present, establishing quorum at the EGM

Proposal 1 votes for 6,967,919 votes Votes in favor of Proposal No. 1 special resolution

Proposal 1 votes against 5,812 votes Votes against Proposal No. 1 special resolution

Proposal 2 and 3 votes for 6,421,454 votes each Votes in favor of Proposals No. 2 and 3 special resolutions

Proposal 2 and 3 votes against 1,068 votes each Votes against Proposals No. 2 and 3 special resolutions

Key Terms

extraordinary general meeting, Class A ordinary shares, Class B ordinary shares, special resolution, +2 more

6 terms

extraordinary general meeting financial

"held its extraordinary general meeting of shareholders virtually at"

Class A ordinary shares financial

"there were 1,190,317 Class A ordinary shares of a par value"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

Class B ordinary shares financial

"and 642,043 Class B ordinary shares of a par value"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

special resolution financial

"Proposal No. 1. as a special resolution that"

A special resolution is a formal shareholder vote that requires a higher-than-normal majority—typically around three-quarters—to approve major corporate changes, such as altering the company’s governing rules, selling the business, or winding it up. It matters to investors because it signals decisive, potentially value-altering actions that cannot be passed by a simple majority; think of it as needing extra votes to change the rules of a club, so minority interests are harder to override.

quorum financial

"6,973,749 votes, constituting a quorum."

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Memorandum and Articles of Association financial

"Fourth Amended and Restated Memorandum and Articles of Association"

Memorandum and articles of association are the founding legal documents of a company: the memorandum sets out the company’s basic purpose and scope, while the articles act as its internal rulebook detailing how the company is run, who has what powers, and how decisions are made. For investors these documents matter because they define ownership rights, voting rules, limits on activities, and procedures for major changes—like a contract and rulebook that determine how their investment can be used and protected.

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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 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 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

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 April 24, 2026 (the “EGM”).

The Company hereby submits this report on Form 6-K to furnish, among others, (i) the Fourth Amended and Restated Memorandum and Articles of Association of the Company (As Corrected) as set forth in Exhibit 3.1 hereto, (ii) the Fifth 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.

1

EXHIBIT INDEX

Number		Description of Document
3.1		Fourth Amended and Restated Memorandum and Articles of Association (As Corrected)
3.2		Fifth Amended and Restated Memorandum and Articles of Association
99.1		Voting Results of Extraordinary General Meeting

2

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: April 27, 2026	Name:	Jianwei Li
	Title:	Chief Executive Officer

3

Exhibit 99.1

Voting Results of 2026 Extraordinary General Meeting of SAIHEAT Limited

On April 24, 2026, SAIHEAT Limited (the “Company”) held its extraordinary general meeting of shareholders virtually at http://www.virtualshareholdermeeting.com/SAIH2026SM, (the “EGM”). The notice of the EGM (the “Notice of EGM”) was duly given on April 6, 2026.

The board of directors (the “Board”) of the Company is pleased to announce that all the shareholder proposals submitted for shareholder approval (the “Proposals”) as set forth in the Notice of EGM have been duly adopted at the EGM.

At the close of business on March 26, 2026, the record date for the determination of shareholders entitled to vote at the EGM, there were 1,190,317 Class A ordinary shares of a par value of US$0.0015 each (the “Class A Ordinary Shares”) issued and outstanding, each entitled to one (1) vote on all matters subject to a vote of shareholders, and 642,043 Class B ordinary shares of a par value of US$0.0015 each (the “Class B Ordinary Shares”) issued and outstanding, each entitled to ten (10) votes on all matters subject to a vote of shareholders, consisting of all the voting securities of the Company.

Present, in person or by proxy, at the EGM were holders of an aggregate of 1,195,362 shares of the Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class, and, in aggregate, 6,973,749 votes, constituting a quorum.

The vote results in respect of the Proposals at the EGM are as follows:

Proposal No. 1. as a special resolution that:

i. noting that: (A) at the extraordinary general meeting of the Company held on 26 February 2025, a reverse stock split of the Company’s ordinary shares at a ratio of 1-for-15 (the “Reverse Stock Split”) was approved and the fourth amended and restated memorandum and articles of association of the Company (the “Existing M&A”) were adopted to reflect the Reverse Stock Split; (B) the Reverse Stock Split was intended to consolidate all of the authorised shares in the share capital of the Company, including the class A ordinary shares, the convertible class B ordinary shares and the preference shares; and (C) due to typographical errors (the “Typographical Errors”), the resolutions in relation to the Reverse Stock Split were inadvertently misstated, and the Existing M&A were inadvertently misstated, such that, among others, (1) the number of preference shares in the share capital of the Company was incorrectly stated as zero, (2) the par value of the preference shares was not adjusted to reflect the Reverse Stock Split, (3) the date of adoption of the Existing M&A was incorrectly stated as 14 February 2025 in the Existing M&A, instead of 26 February 2025; and (4) following the Reverse Stock Split, the authorised share capital of the Company was misstated as US$35,000 divided into 22,024,624 class A ordinary shares of a par value of US$0.0015 each, 642,042 convertible class B ordinary shares of a par value of US$0.0015, and 0 preference shares of a par value of US$0.0001;

ii. the Typographical Errors in the resolutions passed at the extraordinary general meeting of the Company held on 26 February 2025 and in the Existing M&A be and are hereby corrected, and it is hereby confirmed that: (i) the Reverse Stock Split was intended to, and shall be deemed to have, consolidated all of the authorised shares in the share capital of the Company (including the class A ordinary shares, the convertible class B ordinary shares and the preference shares) at a ratio of 1-for-15, with a corresponding adjustment of the par value of each such share consolidated from US$0.0001 to US$0.0015; (ii) following the Reverse Stock Split, the authorised share capital of the Company is 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 (the “Correct Share Capital”); and (iii) the date of adoption of the Existing M&A is 26 February 2025; and

iii. the board of directors of the Company (the “Board”) be authorised to do all other acts and things as the Board considers necessary or desirable in connection with the correction of the Typographical Errors and the Correct Share Capital.

FOR				AGAINST				ABSTAIN
	6,967,919				5,812				18

Proposal No. 2. as a special resolution that:

i. certain corrections be and are hereby made to the Existing M&A to reflect the Correct Share Capital, correct the Typographical Errors and correct the date of adoption to 26 February 2025, in the form set out in the corrected version of the Existing M&A attached hereto as Appendix 1 (the “Corrected M&A”), and the Existing M&A as so corrected shall continue in full force and effect;

ii. the Board be authorised to do all other acts and things as the Board considers necessary or desirable in connection with the foregoing resolutions, including without limitation, attending to the necessary filing with the Registrar of Companies in the Cayman Islands; and

iii. the Board be authorised to make such amendments, modifications or adjustments to the Corrected M&A as the Board may in its sole discretion consider necessary or desirable in order to satisfy any requirements of, or address any comments raised by, the Registrar of Companies in the Cayman Islands in connection with the filing of the Corrected M&A, including without limitation any amendments, modifications or adjustments to the authorised share capital provisions set out therein, provided that any such amendments, modifications or adjustments shall be consistent with the intent of the foregoing resolutions.

FOR				AGAINST				ABSTAIN
	6,421,454				1,068				47

2

Proposal No. 3. as a special resolution that:

i. the Corrected M&A be amended and restated by their deletion in their entirety and the substitution in their place with the fifth amended and restated memorandum and articles of association of the Company in the form attached hereto as Appendix 2 (the “Amended M&A”), with immediate effect;

ii. the Board be authorised to do all other acts and things as the Board considers necessary or desirable in connection with the foregoing resolutions, including without limitation, attending to the necessary filing with the Registrar of Companies in the Cayman Islands; and

iii. the Board be authorised to make such amendments, modifications or adjustments to the Amended M&A as the Board may in its sole discretion consider necessary or desirable in order to satisfy any requirements of, or address any comments raised by, the Registrar of Companies in the Cayman Islands in connection with the filing of the Amended M&A, including without limitation any amendments, modifications or adjustments to the authorised share capital provisions set out therein, provided that any such amendments, modifications or adjustments shall be consistent with the intent of the foregoing resolutions.

FOR				AGAINST				ABSTAIN
	6,421,454				1,068				47

3

FAQ

What did SAIHEAT (SAIH) shareholders decide at the April 2026 EGM?

SAIHEAT shareholders approved all proposals presented at the April 24, 2026 extraordinary general meeting. These proposals, adopted as special resolutions, included updates to the company’s Memorandum and Articles of Association and are documented in the exhibits attached to the report.

How many SAIHEAT (SAIH) shares were entitled to vote at the 2026 EGM?

At the March 26, 2026 record date, 1,190,317 Class A ordinary shares and 642,043 Class B ordinary shares were issued and outstanding. Class A carried one vote per share, while Class B carried ten votes per share, representing all voting securities.

Was there a quorum at SAIHEAT’s April 2026 extraordinary general meeting?

Yes. Holders of 1,195,362 Class A and Class B ordinary shares were present in person or by proxy, representing 6,973,749 votes. This met the quorum requirement for the extraordinary general meeting and allowed shareholders to validly adopt the proposed resolutions.

How did SAIHEAT (SAIH) shareholders vote on Proposal No. 1 at the EGM?

Proposal No. 1, a special resolution, received 6,967,919 votes for, 5,812 votes against, and 18 abstentions. These results show that the proposal comfortably passed, reflecting strong support among votes cast at the extraordinary general meeting.

What were the voting results for Proposals No. 2 and 3 at SAIHEAT’s EGM?

Proposals No. 2 and 3, both special resolutions, each received 6,421,454 votes for, 1,068 votes against, and 47 abstentions. With these majorities, both proposals were duly adopted by shareholders at the April 24, 2026 extraordinary general meeting.

What corporate documents did SAIHEAT (SAIH) update following the EGM?

Following the EGM, SAIHEAT furnished a Fourth Amended and Restated Memorandum and Articles of Association (as corrected) and a Fifth Amended and Restated Memorandum and Articles of Association. These updated governing documents are attached as Exhibits 3.1 and 3.2.

Filing Exhibits & Attachments

3 documents

Press Releases

• EX-99.1 VOTING RESULTS OF EXTRAORDINARY GENERAL MEETING 19.1 KB

Other Documents

• EX-3.1 FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION (AS CORRECTED 321.0 KB
• EX-3.2 FIFTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION 411.7 KB