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 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2026
Commission File Number: 001-36206
SOLAI Limited
428 South Seiberling Street
Akron, Ohio 44306
United States of America
+1 (346) 204-8537
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
x Form 40-F ¨
EXPLANATORY NOTE
This report on Form 6-K, including the documents attached as
Exhibits 99.1, 99.2, 99.3 and 99.4 to this report on Form 6-K, is hereby incorporated by reference into the Company’s Registration
Statement on Form F-3, as amended, filed with the U.S. Securities and Exchange Commission on May 16, 2025 (Registration No. 333-287337),
and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports
subsequently filed or furnished.
TABLE OF CONTENTS
| Exhibit 99.1 |
Press Release - SOLAI Limited Announces Extraordinary
General Meeting |
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| Exhibit 99.2 |
2026 EGM Notice |
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| Exhibit 99.3 |
2026 EGM Proxy Statement |
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| Exhibit 99.4 |
2026 EGM Proxy Form |
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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SOLAI
Limited |
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By: |
/s/
Xianfeng Yang |
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Name: |
Xianfeng
Yang |
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Title: |
Chief
Executive Officer |
Date: July 24, 2026
Exhibit 99.1
SOLAI Limited Announces Extraordinary General
Meeting
AKRON, Ohio, July 24, 2026 /PRNewswire/ –
SOLAI Limited (NYSE: SLAI) (“SOLAI” or the “Company”) (previously known as “BIT Mining Limited”),
a technology-driven personal AI and digital infrastructure provider, today announced that it will hold its extraordinary general meeting
of shareholders at 428 South Seiberling Street, Akron, Ohio, US on August 14, 2026 at 10:00 a.m., New York time.
Holders of record of ordinary shares and preference
shares of the Company at the close of business on July 20, 2026, New York time (the “Record Date”) are entitled to receive
notice of, and to attend and vote at, the extraordinary general meeting or any adjournment thereof. Holders of the Company’s American
Depositary Shares (“ADSs”) who wish to exercise their voting rights for the underlying ordinary shares must act through the
depositary of the Company’s ADS program, Deutsche Bank Trust Company Americas.
The notice of the extraordinary general meeting,
which sets forth the resolutions to be submitted to shareholder approval at the extraordinary general meeting is available on the Investor
Relations section of the Company’s website at https://ir.solai.com.
About SOLAI Limited
SOLAI Limited (previously known as “BIT
Mining Limited”) (NYSE: SLAI) (previously traded under “BTCM”) is a technology-driven personal AI and digital infrastructure
provider. Building upon its historical legacy in digital asset mining and blockchain network operations, the Company is leveraging extensive
experience in large-scale hardware deployment, data center operations, and high-performance computing to build the foundational infrastructure
for personal AI computing and digital asset ecosystems globally.
For more information:
SOLAI Limited
ir@solai.com
ir.solai.com
www.solai.com
Christensen Advisory
Jason Ng
Tel: +852-2117-0861
Email: solai@christensencomms.com
Exhibit 99.2
SOLAI
limited
(incorporated in the Cayman Islands with limited
liability)
NOTICE OF EXTRAORDINARY GENERAL MEETING
to be held on August 14, 2026
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting
(“EGM”) of SOLAI Limited (the “Company”) will be held at 428 South Seiberling Street, Akron, Ohio,
US on August 14, 2026 at 10:00 a.m., New York time for the following purposes:
| · | To consider and, if thought fit, pass the following resolutions: |
| 1. | as an ordinary resolution that with effect immediately, the authorised share capital of the Company be
increased from US$1,940,000 divided into 38,399,870,000 Class A Ordinary Shares of a nominal or par value of US$0.00005 each, 65,000
Class A Preference Shares of a nominal or par value of US$0.00005 each, 65,000 Class A II Preference Shares of a nominal or
par value of US$0.00005 each and 400,000,000 Class B Ordinary Shares of a nominal or par value of US$0.00005 each, to US$3,500,020,006.525
divided into 70,000,000,000,000 Class A Ordinary Shares of a nominal or par value of US$0.00005 each, 65,100 Class A Preference
Shares of a nominal or par value of US$0.00005 each, 65,100 Class A II Preference Shares of a nominal or par value of US$0.00005
each and 400,000,300 Class B Ordinary Shares of a nominal or par value of US$0.00005 each, by the creation of 69,961,600,130,000
Class A Ordinary Shares of a nominal or par value of US$0.00005 each, 100 Class A Preference Shares of a nominal or par value
of US$0.00005 each, 100 Class A II Preference Shares of a nominal or par value of US$0.00005 each and 300 Class B Ordinary Shares
of a nominal or par value of US$0.00005 each (the “Share Capital Increase”). |
| 2. | as a special resolution that conditional upon and effective immediately following the Share Capital Increase,
every 700 of the Company’s authorised shares (whether issued or unissued) of a nominal or par value of US$0.00005 each be consolidated
into 1 share of a nominal or par value of US$0.035 each (the “Share Consolidation”), such that following the Share
Consolidation, the authorised share capital of the Company shall be changed from US$3,500,020,006.525 divided into 70,000,000,000,000
Class A Ordinary Shares of a nominal or par value of US$0.00005 each, 65,100 Class A Preference Shares of a nominal or par value
of US$0.00005 each, 65,100 Class A II Preference Shares of a nominal or par value of US$0.00005 each and 400,000,300 Class B
Ordinary Shares of a nominal or par value of US$0.00005 each to US$3,500,020,006.525 divided into 100,000,000,000 Class A Ordinary
Shares of a nominal or par value of US$0.035 each, 93 Class A Preference Shares of a nominal or par value of US$0.035 each, 93 Class A
II Preference Shares of a nominal or par value of US$0.035 each and 571,429 Class B Ordinary Shares of a nominal or par value of
US$0.035 each. |
| 3. | as a special resolution that conditional upon and effective immediately following the Share Consolidation,
no fractional shares shall be issued in connection with the Share Consolidation and all fractional Class A Ordinary Shares, Class A
Preference Shares and Class A II Preference Shares (after aggregating all fractional Class A Ordinary Shares, Class A Preference
Shares and Class A II Preference Shares that would otherwise be received by a shareholder) resulting from the Share Consolidation
shall instead be rounded up to the nearest whole number of shares, whereas all fractional Class B Ordinary Shares resulting from
the Share Consolidation shall instead be rounded down, resulting in the cancellation of all of the issued Class B Ordinary Shares
of the Company as of the effective date of the Share Consolidation (the “Treatment of Fractional Shares”). |
(Terms used but not defined in this Notice shall have the same meaning
as those defined in the Proxy Statement attached)
| · | To consider and transact such other business as may properly come before
the EGM or any adjournment or adjournments thereof. |
The Board of Directors of the Company has fixed
the close of business on July 20, 2026, New York time as the record date (the “Record Date”) for determining the
shareholders entitled to receive notice of, and to attend and vote at, the EGM or any adjourned meeting thereof. Holders of record of
the Company’s ordinary shares, Class A preference shares and Class A II preference shares at the close of business on
the Record Date are entitled to attend and vote at the EGM and any adjourned meeting thereof. Holders of the Company’s American
Depositary Shares (“ADSs”) who wish to exercise their voting rights for the underlying shares must act through Deutsche
Bank Trust Company Americas, the depositary of the Company’s ADS program.
Please refer to the Proxy Form, which is attached
to and made a part of this notice. The Proxy Statement is also available for viewing on the Investor Relations section of our website
at https://ir.solai.com/.
Holders of record of the Company’s ordinary
shares and preference shares as of the Record Date are cordially invited to attend the EGM in person. Your vote is important. If you cannot
attend the EGM in person, you are urged to complete, sign, date and return the accompanying proxy form as promptly as possible. We must
receive the proxy form no later than 48 hours before the time of the EGM to ensure your representation at such meeting.
Shareholders may obtain a copy of the Company’s
annual report, free of charge, from the Company’s website at https://ir.solai.com and on the SEC’s website at www.sec.gov,
or by contacting SOLAI Limited at 428 South Seiberling Street, Akron, Ohio, US, attention: Youwei Yang, telephone: +1 (785) 317-7156,
email: ir@solai.com.
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By Order of the Board of Directors, |
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/s/ Law, Man San Vincent |
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Law, Man San Vincent |
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Chairman |
Akron, Ohio, US
July 24, 2026
Exhibit 99.3
SOLAI LIMITED
428 South Seiberling Street
Akron, Ohio
United States of America
PROXY STATEMENT
General
The board of directors of SOLAI Limited (the “Company”)
is soliciting proxies for the extraordinary general meeting of shareholders of the Company to be held on August 14, 2026 at 10:00
a.m., New York time (the “EGM”). The EGM will be held at 428 South Seiberling Street, Akron, Ohio, United States of
America.
This Proxy Statement and the proxy form can be
accessed, free of charge, on the Investor Relations section of the Company’s website at http://ir.solai.com/.
Record Date, Share Ownership and Quorum
Only holders of the Company’s Class A
ordinary shares, par value US$0.00005 per share (“Class A Ordinary Shares”), Class B ordinary shares, par
value US$0.00005 per share (“Class B Ordinary Shares”), Class A preference shares, par value US$0.00005 per
share (“Class A Preference Shares”) and Class A II preference shares, par value US$0.00005 per share (“Class A
II Preference Shares”, and together with Class A Ordinary Shares, Class B Ordinary Shares and Class A Preference
Shares, “Shares”) of record at the close of business on July 20, 2026, New York time (the “Record Date”)
are entitled to attend and vote at the EGM. Holders of American Depositary Shares (“ADSs”) issued by Deutsche Bank
Trust Company Americas and representing the Company’s Class A Ordinary Shares are not entitled to attend or vote at the EGM.
These holders of ADSs will be able to instruct Deutsche Bank Trust Company Americas, the holder of record of such Class A Ordinary
Shares (through a nominee), as to how to vote the Class A Ordinary Shares which are represented by such ADSs, and which Deutsche
Bank Trust Company Americas, as depositary of the ADSs, will endeavor, to the extent practicable and legally permissible, to vote or cause
to be voted at the EGM in accordance with the instructions which it has properly received from such ADS holders.
One or more shareholders holding in aggregate
not less than one-third of the voting power of the Shares of the Company in issue carrying a right to vote at such meeting, present in
person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative or proxy and entitled to vote
shall be a quorum for all purposes.
Voting and Solicitation
Each Class A Ordinary Share, Class B
Ordinary Share, Class A Preference Share and Class A II Preference Share issued and outstanding as of the close of business
on the Record Date is entitled to one vote, ten votes, 10,000 votes and 400,000 votes, respectively, on a poll. On a show of hands, every
shareholder present in person and every person representing a shareholder by proxy shall each have one vote. A resolution put to the vote
at the EGM will be decided on a show of hands unless (before or on the declaration of the result of the show of hands) a poll is demanded
by (i) the chairman of the EGM, or (ii) any one or more shareholders, holding one-tenth of the paid-up Shares given a right
to vote at such meeting or one-tenth of the total voting rights entitled to vote at such meeting, present in person or by proxy or, in
the case of a shareholder being a corporation or other non-natural person, by its duly authorized representative or by proxy.
Copies of solicitation materials will be furnished
to all holders of Shares and ADSs of the Company, including banks, brokerage houses, fiduciaries and custodians holding in their names
Shares or ADSs beneficially owned by others to forward to those beneficial owners.
Voting by Holders of Shares
When proxy forms are properly dated, executed
and returned by holders of Shares, the Shares they represent will be voted by the proxy holder at the EGM, or at any adjournment thereof,
in accordance with the instructions of the shareholder. If no specific instructions are given in such proxy forms, the proxy holder will
vote in the discretion of such proxy holder and, where the chairman of the EGM is the proxy holder, he will vote in favor of the items
set forth in the proxy form. The proxy holder will also vote in the discretion of such proxy holder on any other matters that may properly
come before the EGM, or at any adjournment thereof. Abstentions by holders of Shares are not included in the determination of the number
of Shares present and voting for the purposes of determining whether such resolution has been passed (but will be counted for the purposes
of determining the quorum, as described above).
Voting by Holders of ADSs
As the holder of record for all the Class A
Ordinary Shares represented by the ADSs (through a nominee), only Deutsche Bank Trust Company Americas may vote those Class A Ordinary
Shares at the EGM.
We have requested Deutsche Bank Trust Company
Americas, as depositary of the ADSs, to distribute to all owners of ADSs at the close of business on the Record Date an ADS voting card. Upon the timely receipt from an owner of record of ADSs of written voting instructions
in the manner specified, Deutsche Bank Trust Company Americas will endeavor, to the extent practicable and legally permissible, to vote
or cause to be voted the number of Class A Ordinary Shares represented by the ADSs in accordance with such voting instructions. Under
the terms of the deposit agreement for the ADSs (the “Deposit Agreement”), Deutsche Bank Trust Company Americas will
not vote or attempt to exercise the right to vote other than in accordance with such voting instructions or such deemed instructions as
further described below.
There is no guarantee that holders of the ADSs
or any such holder in particular will receive the notice described above with sufficient time to enable such holder to return any voting
instructions to Deutsche Bank Trust Company Americas in a timely manner, in which case the Class A Ordinary Shares underlying your
ADSs may not be voted in accordance with your wishes.
Revocability of Proxies and ADS Voting Cards
Any proxy given by a holder of Shares by means
of a proxy form, and any voting instructions given by an ADS holder by means of an ADS voting card, pursuant to this solicitation may
be revoked: (a) for holders of Shares or ADSs, by submitting a written notice of revocation or a fresh proxy form or ADS voting card,
as the case may be, bearing a later date, which must be received no later than at least 48 hours before the time of the EGM, or (b) for
holders of Shares only, by attending the EGM and voting in person.
PROPOSAL 1
THE INCREASE OF THE AUTHORISED SHARE CAPITAL
OF THE COMPANY
The Board of Directors proposes to increase the
authorised share capital of the Company from US$1,940,000 divided into 38,399,870,000 Class A Ordinary Shares of a nominal or par
value of US$0.00005 each, 65,000 Class A Preference Shares of a nominal or par value of US$0.00005 each, 65,000 Class A II Preference
Shares of a nominal or par value of US$0.00005 each and 400,000,000 Class B Ordinary Shares of a nominal or par value of US$0.00005
each, to US$3,500,020,006.525 divided into 70,000,000,000,000 Class A Ordinary Shares of a nominal or par value of US$0.00005 each,
65,100 Class A Preference Shares of a nominal or par value of US$0.00005 each, 65,100 Class A II Preference Shares of a nominal
or par value of US$0.00005 each and 400,000,300 Class B Ordinary Shares of a nominal or par value of US$0.00005 each, by the creation
of 69,961,600,130,000 Class A Ordinary Shares of a nominal or par value of US$0.00005 each, 100 Class A Preference Shares of
a nominal or par value of US$0.00005 each, 100 Class A II Preference Shares of a nominal or par value of US$0.00005 each and 300
Class B Ordinary Shares of a nominal or par value of US$0.00005 each (the “Share Capital Increase”).
The board
of directors recommends a vote “FOR” THE ORDINARY RESOLUTION of the INCREASE OF THE AUTHORISED SHARE CAPITAL OF THE COMPANY.
PROPOSAL 2
THE SHARE CONSOLIDATION OF THE COMPANY
The Board of Directors proposes to, conditional
upon and effective immediately following the Share Capital Increase, consolidate every 700 of the Company’s authorised shares (whether
issued or unissued) of a nominal or par value of US$0.00005 each into 1 share of a nominal or par value of US$0.035 each (the “Share
Consolidation”), such that following the Share Consolidation, the authorised share capital of the Company shall be changed from
US$3,500,020,006.525 divided into 70,000,000,000,000 Class A Ordinary Shares of a nominal or par value of US$0.00005 each, 65,100
Class A Preference Shares of a nominal or par value of US$0.00005 each, 65,100 Class A II Preference Shares of a nominal or
par value of US$0.00005 each and 400,000,300 Class B Ordinary Shares of a nominal or par value of US$0.00005 each to US$3,500,020,006.525
divided into 100,000,000,000 Class A Ordinary Shares of a nominal or par value of US$0.035 each, 93 Class A Preference Shares
of a nominal or par value of US$0.035 each, 93 Class A II Preference Shares of a nominal or par value of US$0.035 each and 571,429
Class B Ordinary Shares of a nominal or par value of US$0.035 each.
The board
of directors recommends a vote “FOR” THE special RESOLUTION of the SHARE CONSOLIDATION OF THE COMPANY.
PROPOSAL 3
THE TREATMENT OF FRACTIONAL SHARES OF THE COMPANY
Conditional upon and effective immediately following
the Share Consolidation, the Board of Directors proposes to have no fractional shares issued in connection with the Share Consolidation
and all fractional Class A Ordinary Shares, Class A Preference Shares and Class A II Preference Shares (after aggregating
all fractional Class A Ordinary Shares, Class A Preference Shares and Class A II Preference Shares that would otherwise
be received by a shareholder) resulting from the Share Consolidation shall instead be rounded up to the nearest whole number of shares,
whereas all fractional Class B Ordinary Shares resulting from the Share Consolidation shall instead be rounded down, resulting in
the cancellation of all of the issued Class B Ordinary Shares of the Company as of the effective date of the Share Consolidation.
The board
of directors recommends a vote “FOR” THE special RESOLUTION of the TREATMENT OF FRACTIONAL SHARES OF THE COMPANY.
OTHER MATTERS
We know of no other matters to be submitted to
the EGM. If any other matters properly come before the EGM, it is the intention of the persons named in the enclosed form of proxy to
vote the Shares they represent as the board of directors may recommend.
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By Order of the Board of Directors, |
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/s/ Law, Man San Vincent |
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Law, Man San Vincent |
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Chairman |
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Dated: July 24, 2026 |
Exhibit 99.4
SOLAI LIMITED
THIS PROXY IS SOLICITED
ON BEHALF OF
THE BOARD OF DIRECTORS OF SOLAI LIMITED
FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 14, 2026
The undersigned shareholders of SOLAI Limited, a Cayman
Islands company (the “Company”), hereby acknowledges receipt of the notice (the “Notice”) of
extraordinary general meeting of shareholders (the “EGM”) and proxy statement, each dated July 24, 2026, and
hereby appoints the chairman of the EGM or ______________ as proxy, with full power to each of substitution, on behalf and in the
name of the undersigned, to represent the undersigned at the EGM to be held on August 14, 2026 at 10:00 a.m., New York time, at 428
South Seiberling Street, Akron, Ohio, United States of America, and at any adjournment or adjournments thereof, and to vote all
shares which the undersigned would be entitled to vote if then and there personally present, on the matters set forth below (i) as
specified by the undersigned below and (ii) in the discretion of the proxy upon such other business as may properly come before the
meeting, all as set forth in the Notice and in the proxy statement furnished herewith.
The shares in respect of which this proxy form is given
(when properly executed and delivered to the mailing or e-mail address set forth below) will be voted by the proxy holder in the manner
directed herein by the undersigned shareholder. If no direction is made, the proxy holder will vote in the discretion of such proxy holder
and, where the chairman of the EGM is the proxy holder, he will vote the shares in respect of which this proxy form is given “FOR”
the following proposal:
PROPOSAL 1: Increase of the authorised share capital of the Company
(as set out in the Notice).
| FOR |
AGAINST |
ABSTAIN |
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PROPOSAL 2: Share consolidation of the Company (as set out in the
Notice).
| FOR |
AGAINST |
ABSTAIN |
| ¨ |
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PROPOSAL 3: Treatment of fractional shares of the Company (as set
out in the Notice).
| FOR |
AGAINST |
ABSTAIN |
| ¨ |
¨ |
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| Dated: ______________, 2026 |
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Co-Owner (if any) Name: |
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| Print |
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Print |
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| Signature |
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Co-Owner (if any) Signature |
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This proxy form must be signed by the person registered in
the register of members as at the close of business on July 20, 2026, New York time, or his or her attorney duly authorized in writing
or, in the case the appointer is a corporation, must be either under seal or executed under the hand of an officer or attorney or other
person duly authorized to sign the same.
Whether or not you propose to attend the EGM in person, you
are strongly advised to complete and return this form of proxy in accordance with the instructions herein.
To be valid, this form must be completed and deposited
(together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power or
authority) with the Company: (i) by mail, to 428 South Seiberling Street, Akron, Ohio, United States of America, or (ii) by email,
to ir@solai.com, in each case marked for the attention of Youwei Yang, as soon as possible and in any event not later than 10:00
a.m., New York time, on August 10, 2026.
Returning this completed form of proxy will not preclude you
from attending the EGM and voting in person if you so wish.
NOTES
IF YOU HAVE EXECUTED A STANDING PROXY, YOUR STANDING PROXY
WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE EGM IN PERSON OR COMPLETE AND SEND IN THIS FORM APPOINTING A SPECIFIC
PROXY.
| 1. | A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the
EGM is entitled to appoint one or more proxies to attend and vote in his/her stead. Please insert the name of the person(s) of your
own choice that you wish to be appointed proxy in the space provided, failing which the chairman of the EGM will be appointed as
your proxy. |
| 2. | Any standing proxy previously deposited by a shareholder with
the Company will be voted in favor of the resolution to be proposed at the EGM unless revoked prior to the EGM or the shareholder attends
the EGM in person or completes and returns this form appointing a specific proxy. |
| 3. | If two or more persons are jointly registered as holders of
a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes
of other joint holders. For this purpose seniority shall be determined by the order in which the names stand on the Company’s register
of members in respect of the relevant shares. The senior holder should sign this form, but the names of all other joint holders should
be stated on the form in the space provided. |
| 4. | If this form is returned without an indication as to how the
proxy shall vote, the proxy will exercise his/her discretion as to whether he/she votes and if so how. |
| 5. | This form of proxy is for use by shareholders only. If the appointor
is a corporate entity this form of proxy must either be under its seal or under the hand of some officer or attorney duly authorized
for that purpose. |
| 6. | Any alterations made to this form must be initialed by you. |
| 7. | A proxy may vote on a show of hands or on a poll. |
