SAIHEAT ownership shifts as To Ma gains control

SAIHEAT Ltd received an updated ownership filing showing a change in control.

Rhea-AI Filing Summary

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.

Insights

Equity ownership & governance analyst

Filing discloses a control shift at SAIHEAT via a US$1M share transfer.

The amendment reports that Peng Zhang sold his entire stake in Energy Science Artist Holding Limited to Longwin Global Limited for US$1,000,000. Because Energy Science holds SAIHEAT’s Class B ordinary shares, this upstream transfer effectively moves control of SAIHEAT.

Following the transaction, To Ma, as sole shareholder of Longwin Global and controller of Energy Science, holds 84.36% voting power and 642,043 Class B shares, which is 100% of that class. The filing notes no specific current plans for corporate actions, though the reporting persons may review or change their positions over time.

Key Figures

Transaction consideration: US$1,000,000 Class B shares beneficially owned: 642,043 shares Percent of Class B owned: 100% +3 more

6 metrics

Transaction consideration US$1,000,000 Paid by Longwin Global to acquire 100% of Energy Science on June 5, 2026

Class B shares beneficially owned 642,043 shares Class B ordinary shares held via Energy Science Artist Holding Limited

Percent of Class B owned 100% Portion of outstanding Class B ordinary shares represented by 642,043 shares

Voting power 84.36% Voting power in SAIHEAT Ltd attributed to To Ma after the transaction

Class A shares outstanding 1,190,317 shares Class A ordinary shares outstanding used in percentage calculations

Class B shares outstanding 642,043 shares Class B ordinary shares outstanding used in percentage calculations

Key Terms

Class B ordinary shares, beneficially owned, change in control, voting power, +2 more

6 terms

Class B ordinary shares financial

"642,043 Class B ordinary shares currently outstanding."

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.

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 642,043.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

change in control financial

"The consummation of the Transaction resulted in a change in control of the Issuer"

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.

voting power financial

"To Ma becoming the sole controlling shareholder of the Issuer, holding 84.36% voting power in the Issuer."

Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.

joint filing agreement regulatory

"Exhibit 99.1 Joint Filing Agreement dated June 5, 2026, by and among the Reporting Persons"

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What ownership change does the SAIH Schedule 13D/A disclose?

The filing discloses that Peng Zhang transferred his entire interest in Energy Science Artist Holding Limited to Longwin Global for US$1,000,000. This upstream transfer results in To Ma becoming SAIHEAT Ltd’s sole controlling shareholder through Energy Science and Longwin Global.

How much voting power does To Ma hold in SAIHEAT Ltd (SAIH)?

After the reported transaction, To Ma holds 84.36% voting power in SAIHEAT Ltd. This control arises through 100% ownership of Longwin Global and Energy Science, which together hold all of SAIHEAT’s outstanding Class B ordinary shares.

How many SAIHEAT Class B shares are beneficially owned by the reporting persons?

The reporting persons beneficially own 642,043 Class B ordinary shares. The filing states this represents 100% of the outstanding Class B ordinary shares, giving the group significant influence over shareholder voting matters at SAIHEAT Ltd.

What consideration was paid in the SAIHEAT control transaction?

Peng Zhang agreed to transfer his one ordinary share of Energy Science, representing all its issued capital, to Longwin Global for US$1,000,000. That payment reflects the consideration for the upstream holding company stake that controls SAIHEAT’s Class B shares.

What are the total SAIHEAT shares outstanding by class in this filing?

The ownership percentages are based on 1,190,317 Class A ordinary shares and 642,043 Class B ordinary shares outstanding. The reporting persons’ 642,043 Class B shares equal all outstanding Class B shares, according to the disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/05/2026 - 05:00 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

SAIHEAT Ltd

(Name of Issuer)

Class A and Class B Ordinary Shares, par value $0.0015 per share

(Title of Class of Securities)

G7852T145

(CUSIP Number)

To Ma
Vistra Corporate Services Centre, Suite, 23, 1st Floor, Eden Plaza, Eden Island
Mahe, T2, 00000
248 4325 600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/05/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G7852T145

1

Name of reporting person

Energy Science Artist Holding Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 642,043.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 642,043.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

642,043.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

100 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): G7852T145

1

Name of reporting person

Longwin Global Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SEYCHELLES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 642,043.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 642,043.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

642,043.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

100 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): G7852T145

1

Name of reporting person

To Ma

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 642,043.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 642,043.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

642,043.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

100 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

For box 7, 9 and 11: Represents 642,043 Class B ordinary shares held by Energy Science Artist Holding Limited. For box 13: Represents 100% class B ordinary shares

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A and Class B Ordinary Shares, par value $0.0015 per share
(b)	Name of Issuer: SAIHEAT Ltd
(c)	Address of Issuer's Principal Executive Offices: #266A South Bridge Road, #02-01, Singapore, SINGAPORE , 058815.
Item 1 Comment: This amendment No.2 to Schedule 13D/A (this "Schedule 13D/A") relates to the Class A ordinary shares, par value $0.0015 per share (the "Class A ordinary shares") and Class B ordinary shares, par value $0.0015 per share (the "Class B ordinary shares"), of SAIHEAT Limited (the "Issuer"), a Cayman Islands exempted company. The address of the Issuer's principal executive office is #266A South Bridge Road, #02-01 Singapore (058815).
Item 2.	Identity and Background
(a)	This Schedule 13D/A is filed by (i) Energy Science Artist Holding Limited ("Energy Science"), a British Virgin Islands Business Company; (ii) Longwin Global Limited ("Longwin Global"), a Seychelles company; and (iii)To Ma, the sole shareholder of Longwin Global. Energy Science, Longwin Global and To Ma are deemed to be the "Reporting Persons" and, may be referred to herein as each a "Reporting Person".
(b)	The business address for Energy Science and Longwin Global is Asia Leading Chambers, Road Town, Tortola VG1110, British Virgin Islands and Vistra Corporate Services Centre, Suite 23, 1st Floor, Eden Plaza, Eden Island, Mahe, Republic of Seychelles, respectively
(c)	The principal business of each of Energy Science and Longwin Global is to serve as a holding company. To Ma is a private entrepreneur.
(d)	During the last five years, none of the Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3.	Source and Amount of Funds or Other Consideration
	On June 5, 2026, Peng Zhang entered into a share transfer form with Longwin Global, pursuant to which Peng Zhang, as transferor, agreed to transfer his one ordinary share of Energy Science, representing 100% issued share capital of Energy Science, to Longwin Global, as transferee (the " Transaction") at a consideration of US$1,000,000. The consummation of the Transaction resulted in a change in control of the Issuer, with To Ma becoming the sole controlling shareholder of the Issuer, holding 84.36% voting power in the Issuer. Subsequent to the Transaction, each of Energy Science and Longwin Global is 100% controlled by its sole shareholder, To Ma.
Item 4.	Purpose of Transaction
	See response to Item 3. Except to the extent provided in this Schedule 13D/A, none of the Reporting Persons have any current plans or proposals that relate to, or could result in any of the matters referred to in paragraphs (a) through (j) inclusive, of Item 4 of this Schedule 13D/A. The Reporting Persons may, at any time and from time to time, review or reconsider their positions and/or change their purposes and/or formulate plans or proposals with respect thereto.
Item 5.	Interest in Securities of the Issuer
(a)	See responses to Rows (11) and (13) of the cover pages to this Schedule 13D/A. The percentage used in Row (13) of the cover page to this Schedule 13D/A is calculated based upon 1,190,317 class A ordinary shares and 642,043 Class B ordinary shares currently outstanding.
(b)	See responses to Rows (7) through (10) of the cover pages to this Schedule 13D/A.
(c)	Other than as disclosed in this Schedule 13D/A, each of the Reporting Persons has not effected any transaction in the Issuer's securities within the past 60 days.
(d)	No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Class A ordinary shares or the Class B ordinary shares held by the Reporting Person.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Except as described in this Schedule 13D/A, there are no contracts, arrangements, understandings, or relationships other than as disclosed among the persons named in Item 2 hereof and any other person, with respect to the securities of the Company.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 Joint Filing Agreement dated June 5, 2026, by and among the Reporting Persons

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Energy Science Artist Holding Limited

Signature:	/s/ To Ma
Name/Title:	To Ma / Director
Date:	06/05/2026

Longwin Global Limited

Signature:	/s/ To Ma
Name/Title:	To Ma / Director
Date:	06/05/2026

To Ma

Signature:	/s/ To Ma
Name/Title:	To Ma
Date:	06/05/2026