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 January 2026
Commission File Number: 001-42305
Springview
Holdings Ltd
(Translation
of registrant’s name into English)
203 Henderson Road
#06-01
Henderson Industrial Park
Singapore 159546
(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 ☐
INFORMATION CONTAINED IN THIS REPORT
Edward C Ye Resigns as Independent Director of the Company
Effective January 16, 2026, Mr. Edward C Ye resigned
from his position as an independent director of Springview Holdings Ltd (the “Company”), including as a member and chairperson
of the Company’s audit committee and as a member of the Company’s compensation committee and nominating and corporate governance
committee. Mr. Ye’s resignation was not due to any disagreements with the Company regarding its operations, policies, or practices.
Xirui Guo Appointed as Independent Director and Chairperson of the
Audit Committee of the Company
Effective January 16, 2026, following Mr. Ye’s
resignation, the Company appointed Mr. Xirui Guo as an independent director of the Company and as a member and chairperson of the Company’s
audit committee and as a member of the Company’s compensation committee and nominating and corporate governance committee
Mr. Guo will receive a monthly compensation of
US$2,000 payable on a quarterly basis, and will be reimbursed for reasonable expenses incurred in connection with the performance of his
duties.
The biographical information of Mr. Xirui Guo is set forth below:
Mr. Xirui Guo has served as Chief Financial Officer
of Youxin Technology Ltd since December 2024. Since July 2021, he has served as Executive Director of IBD at Fern Win Group, where he
has provided finance and listing consulting services to pre-IPO projects. From January 2021 to July 2021, Mr. Guo served as Deputy General
Manager and Chief Financial Officer of Shenzhen Chuang Fei Ge (CFG) Environmental Ltd., where he was responsible for IPO preparation work
and establishing legal compliance and internal control systems. From September 2018 to December 2020, Mr. Guo served as Assistant President
of Yong Cheng Ying Fu (YCYF) Asset Management Ltd., where he led investment teams and successfully invested over RMB200 million in projects.
From June 2017 to September 2018, Mr. Guo served as Managing Director of the Legal and Compliance Department of Huarong (HK) Industrial
& Financial Investment Ltd., a subsidiary of China Huarong Asset Management Co., Ltd., where he participated in investment projects
and was responsible for establishing legal and compliance functions. From September 2014 to May 2017, Mr. Guo served as Finance Controller
of Pure Fiji Australia Pty Ltd. Mr. Guo received a Master of Accounting degree from Macquarie University and a Bachelor of Law degree
from Sichuan University.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 10.1 |
|
Director Offer Letter between the Company and Mr. Xirui Guo |
SIGNATURES
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.
| |
Springview Holdings Ltd |
| |
|
|
| Date: January 16, 2026 |
By: |
/s/ Zhuo Wang |
| |
Name: |
Zhuo Wang |
| |
Title: |
Chief Executive Officer |
3
Exhibit 10.1
INDEPENDENT DIRECTOR OFFER LETTER
January 16, 2026
Re: Independent Director Offer Letter –
Xirui Guo
Dear Mr. Guo
SPRINGVIEW HOLDINGS LTD,
a Cayman Islands limited liability company (the “Company” or “we”), is pleased to offer you a position as an Independent
Director of the Company. We believe your background and experience will be a significant asset to the Company and we look forward to your
participation as an Independent Director in the Company. Should you choose to accept this position as an Independent Director, this letter
agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions
relating to the services you agree to provide to the Company. Your appointment shall also be subject to the approval of Company’s
Board of Directors and/or Nomination and Compensation Committees.
| 1. | Term. Your appointment shall begin on the date
of this Agreement (the “Effective Date”). Your term shall continue subject to the provisions in Section 9 below or
until your successor is duly elected and qualified. The position shall be up for re-election at the next following annual meeting of
shareholders. |
| 2. | Services. You shall render customary services
as an Independent Director and such other duties as are reasonably contemplated by you holding office as an independent director of the
Company or which may reasonably be assigned to you by the Board from time to time, including being member of the committee(s) of the
Board (hereinafter, your “Duties”). During the term of this Agreement, you may attend and participate at each meeting regarding
the business and operation issues of the Company as regularly or specially called, via teleconference, video conference or in person.
You shall consult with the members of the Board and committee (if any) regularly and as necessary via telephone, electronic mail or other
forms of correspondence. |
| 3. | Services for Others. You shall be free to represent
or perform services for other persons during the term of this Agreement. |
| 4. | Compensation. As compensation for your services
to the Company, you will receive a monthly compensation of US$2,000 payable on a quarterly basis commencing from the Effective Date.
You shall be reimbursed for reasonable expenses incurred by you in connection with the performance of your Duties (including travel expenses
for in-person meetings). |
| 5. | D&O Insurance Policy. During the term under
this Agreement, the Company shall include you as an insured under its officers and directors’ insurance policy, if available. |
| 6. | No Assignment. Because of the personal nature
of the services to be rendered by you, this Agreement may not be assigned by you without the prior written consent of the Company. |
| 7. | Confidential Information; Non-Disclosure. In consideration
of your access to certain Confidential Information (as defined below) of the Company, in connection with your business relationship with
the Company, you hereby represent and agree as follows: |
| a) | Definition. For purposes of this Agreement
the term “Confidential Information” means: (i) any information which the Company possesses that has been created, discovered
or developed by or for the Company, and which has or could have commercial value or utility in the business in which the Company is engaged;
(ii) any information which is related to the business of the Company and is generally not known by non-Company personnel; and (iii) Confidential
Information includes, without limitation, trade secrets and any information concerning products, processes, formulas, designs, inventions
(whether or not patentable or registrable under copyright or similar laws, and whether or not reduced to practice), discoveries, concepts,
ideas, improvements, techniques, methods, research, development and test results, specifications, data, know-how, software, formats,
marketing plans, and analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics
and agreements. |
| b) | Exclusions. Notwithstanding the foregoing,
the term Confidential Information shall not include: (i) any information which becomes generally available or is readily available to
the public other than as a result of a breach of the confidentiality portions of this Agreement, or any other agreement requiring confidentiality
between the Company and you; (ii) information received from a third party in rightful possession of such information who is not restricted
from disclosing such information; (iii) information known by you prior to receipt of such information from the Company, which prior knowledge
can be documented and (iv) information you are required to disclose pursuant to any applicable law, regulation, judicial or administrative
order or decree, or request by other regulatory organization having authority pursuant to the law; provided, however, that you shall
first have given prior written notice to the Company and made a reasonable effort to obtain a protective order requiring that the Confidential
Information not be disclosed. |
| c) | Documents. You agree that, without the express
written consent of the Company, you will not remove from the Company’s premises, any notes, formulas, programs, data, records,
machines or any other documents or items which in any manner contain or constitute Confidential Information, nor will you make reproductions
or copies of same. You shall promptly return any such documents or items, along with any reproductions or copies to the Company upon
the Company’s demand, upon termination of this Agreement, or upon your termination or Resignation (as defined in Section 9 herein). |
| d) | Confidentiality. You agree that you will hold
in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information
or anything relating to such information without the prior written consent of the Company, except as may be necessary in the course of
your business relationship with the Company. You further agree that you will not use any Confidential Information without the prior written
consent of the Company, except as may be necessary in the course of your business relationship with the Company, and that the provisions
of this paragraph (d) shall survive termination of this Agreement. Notwithstanding the foregoing, you may disclose Confidential Information
to your legal counsel and accounting advisors who have a need to know such information for accounting or tax purposes and who agree to
be bound by the provisions of this paragraph (d). |
| e) | Ownership. You agree that the Company shall
own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and
all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or
not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced
to practice, in whole or in part, by you during the term of this Agreement and that arise out of your Duties (collectively, “Inventions”)
and you will promptly disclose and provide all Inventions to the Company. You agree to assist the Company, at its expense, to further
evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned. |
| 8. | Non-Solicitation. During the term of your appointment,
you shall not solicit for employment any employee of the Company with whom you have had contact due to your appointment. |
| 9. | Termination and Resignation. Your services as
an Independent Director may be terminated for any or no reason by the determination of the Board (including any failure to elect you
for an ensuing term at any annual meeting of the Board).You may also terminate your services as an Independent Director for any or no
reason by delivering your written notice of resignation to the Company (“Resignation”), and such Resignation shall be effective
upon the time specified therein or, if no time is specified, upon receipt of the notice of resignation by the Company. Upon the effective
date of the termination or Resignation, your right to compensation hereunder will terminate subject to the Company’s obligations
to pay you any compensation that you have already earned as of the effective date of such termination or Resignation. |
| 10. | Governing Law; Arbitration. All questions with
respect to the construction and/or enforcement of this Agreement, and the rights and obligations of the parties hereunder, shall be determined
in accordance with the law of the State of New York. All disputes with respect to this Agreement, including the existence, validity,
interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating
to it shall be referred to and finally resolved by arbitration administered by the American Arbitration Association at its New York office
in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be New York law. The seat of arbitration
shall be in New York. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English. |
| 11. | Entire Agreement; Amendment; Waiver; Counterparts.
This Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral
or written agreements with respect to the subject matter hereof. Any term of this Agreement may be amended and observance of any term
of this Agreement may be waived only with the written consent of the parties hereto. Waiver of any term or condition of this Agreement
by any party shall not be construed as a waiver of any subsequent breach or failure of the same term or condition or waiver of any other
term or condition of this Agreement. The failure of any party at any time to require performance by any other party of any provision
of this Agreement shall not affect the right of any such party to require future performance of such provision or any other provision
of this Agreement. This Agreement may be executed in separate counterparts each of which will be an original and all of which taken together
will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a facsimile of a signature shall
be deemed to be the same, and equally enforceable, as an original of such signature. |
| 12. | Indemnification. The Company shall, to the maximum
extent provided under applicable law, indemnify and hold you harmless from and against any expenses, including reasonable attorney’s
fees, judgments, fines, settlements and other legally permissible amounts (“Losses”), incurred in connection with any proceeding
arising out of, or related to, your performance of your Duties, other than any such Losses incurred as a result of your gross negligence
or willful misconduct. The Company shall advance to you any expenses, including reasonable attorneys’ fees and costs of settlement,
incurred in defending any such proceeding to the maximum extent permitted by applicable law. Such costs and expenses incurred by you
in defense of any such proceeding shall be paid by the Company in advance of the final disposition of such proceeding promptly upon receipt
by the Company of (a) written request for payment; (b) appropriate documentation evidencing the incurrence, amount and nature of the
costs and expenses for which payment is being sought; and (c) an undertaking adequate under applicable law made by or on your behalf
to repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable judgment or settlement that you
are not entitled to be indemnified by the Company. |
| 13. | Acknowledgement. You accept this Agreement subject
to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive, and final all decisions or interpretations
of the Board of Directors of the Company of any questions arising under this Agreement. |
The Agreement has been executed and delivered
by the undersigned and is made effective as of the date set first set forth above.
| |
Sincerely, |
| |
|
| |
SPRINGVIEW HOLDINGS LTD |
| |
|
| |
By: |
/s/ Zhuo Wang |
| |
|
Zhuo Wang
Chairman & Chief Executive Officer |
| AGREED AND ACCEPTED: |
| |
|
| /s/ Xirui Guo |
|
| Name: Xirui Guo |
|
4
