Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
On January 6, 2026, Mr. Yi Chun “Jordan” Tse (“Mr.
Tse”) notified Springview Holdings Ltd. (the “Company”) of his resignation as Chief Financial Officer, effective January
31, 2026, and the board of directors of the Company approved his resignation. Mr. Tse’s resignation was not the result of any disagreement
with the Company on any matter relating to the Company’s operations, policies or practices, and his resignation was due to personal
reasons.
On January 6, 2026, the Company appointed Ms. Lyu Liyan (“Ms.
Lyu”) as its new Chief Financial Officer. In connection with her appointment, the Company entered into an employment agreement with
Ms. Lyu dated January 12, 2026, and such appointment will become effective on February 1, 2026.
Ms. Lyu has over nine years of experience in accounting,
audit, financial management and corporate finance. From August 2022 to January 2026, she served as a project manager at CICM (Shenzhen)
Management Consulting Limited, where she participated in initial public offerings, mergers and acquisitions and other capital-raising
transactions, including the preparation of regulatory filings and responses to inquiries from the U.S. Securities and Exchange Commission
and Nasdaq. From September 2021 to July 2022, she served as a financial manager at Shenzhen Shenliang Cold Chain Logistics Co., Ltd.,
where she oversaw financial operations, budgeting and internal control development. From May 2019 to September 2021, she served as a project
manager at Zhong Hui Certified Public Accountants (Special General Partnership), Shenzhen Branch, leading audit and advisory engagements.
From November 2015 to May 2018, she served as a senior auditor at Tianjian Accounting Firm (Special General Partnership), Shenzhen Branch.
Ms. Lyu holds a Master of Economics degree from the Central University of Finance and Economics and a Bachelor of Commerce (Honors in
Business Administration) from the University of Windsor, and is a Fellow of the Association of International Accountants.
Under the employment agreement, Ms. Lyu is entitled
to an annual base salary of US$36,000, payable monthly, and is eligible to participate in any bonus or equity incentive plans that may
be adopted by the Company, subject to board approval. The employment agreement also contains customary confidentiality, non-competition,
non-solicitation and clawback provisions.
There are no family relationships between Ms. Lyu and any director
or executive officer or major shareholder of the Company. The foregoing description of the employment agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the employment agreement, which is filed as Exhibit 10.1 to
this Form 6-K.
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.
Exhibit 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement
(the “Agreement”) is made and entered into on January 12, 2026 by and between Lyu Liyan (the “Executive”)
and SPRINGVIEW HOLDINGS LTD, a Cayman Islands company (the “Company”).
WHEREAS, the Company and
the Executive desire to enter into this Agreement to memorialize the terms and conditions of the Executive’s employment with the
Company, which employment shall commence on February 1, 2026 (the “Effective Date”).
NOW, THEREFORE, in consideration
of the premises, the mutual covenants and representations contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
| Article I. |
Employment; Responsibilities; Compensation |
Section 1.01 Employment. Subject
to ARTICLE III, the Company hereby agrees to employ the Executive, and the Executive hereby agrees to be employed by the Company, in accordance
with this Agreement commencing from the Effective Date, and continuing thereafter unless either party gives written notice to the other
party in accordance with Section 3.01 below.
Section 1.02 Responsibilities; Loyalty
(a) Subject to the terms of this Agreement, Executive
is employed in the position of Chief Financial Officer of the Company and shall perform the functions and responsibilities of that
position. Additional or different duties may be assigned by the Company from time to time. Executive’s position, job descriptions,
duties and responsibilities maybe modified from time to time in the sole discretion of the Company.
(b) Executive shall devote the whole of Executive’s
professional time, attention and energies to the performance of Executive’s work. Executive agrees to comply with all policies of
the Company, if any, in effect from time to time, and to comply with all laws, rules and regulations, including those applicable to the
Company.
Section 1.03 Compensation and
Benefits
| (a) |
Base Salary. The Company shall pay to the Executive an annual base salary of US$36,000, payable on a monthly basis commencing on the Effective Date. |
| (b) |
Bonus. The Executive shall be eligible for cash bonuses as determined by the Board in its sole discretion. |
| (c) |
Equity Incentives. To the extent the Company adopts and maintains an equity incentive plan, the Executive will be eligible to participate in such plan pursuant to the terms thereof as determined by the Board. |
| (d) |
Benefits. The Executive is eligible for participation in any standard employee benefit plan of the Company that currently exists or may be adopted by the Company in the future, including, but not limited to, any retirement plan, life insurance plan, health insurance plan and travel/holiday plan, provided that such plans shall be subject to review and approval by the Board. |
Section 1.04 Business Expenses.
The Company shall reimburse Executive for all business expenses that are reasonable and necessary and incurred by Executive while performing
his duties under this Agreement, upon presentation of expense statements, receipts and/or vouchers or such other information and documentation
as the Company may reasonably require.
Section 1.05 Clawback. Any compensation
paid to the Executive shall be subject to recovery by the Company, and the Executive shall be required to repay such compensation, if
(a) such recovery and repayment is required by applicable law or (b) either in the year such compensation is paid, or within the three
(3) year period thereafter the Company is required to prepare an accounting restatement due to material noncompliance of the Company with
any financial reporting requirement under applicable securities laws and the Executive is either (i) a named executive officer or (ii)
an employee who is responsible for preparation of the Company’s financial statements. The parties agree that the repayment obligations
set forth in this Section 1.05 shall only apply to the extent repayment is required by applicable law, or to the extent the Executive’s
compensation is determined to be in excess of the amount that would have been deliverable to the Executive taking into account any restatement
or correction of any inaccurate financial statements or materially inaccurate performance metric criteria.
| Article II. |
Confidential Information; Post-Employment Obligations; Company Property |
Section 2.01 Company Property. As
used in this Article II, the term the “Company” refers to the Company and each of its direct and indirect subsidiaries. All
written materials, records, data and other documents relating to Company business, products or services prepared or possessed by Executive
during Executive’s employment by the Company are the Company’s property. All information, ideas, concepts, improvements, discoveries
and inventions that are conceived, made, developed or acquired by Executive individually or in conjunction with others during Executive’s
employment (whether during business hours and whether on Company’s premises or otherwise) that relate to Company business, products
or services are the Company’s sole and exclusive property. All memoranda, notes, records, files, correspondence, drawings, manuals,
models, specifications, computer programs, maps and all other documents, data or materials of any type embodying such information, ideas,
concepts, improvements, discoveries and inventions are Company property. At the termination of Executive’s employment with the Company
for any reason, Executive shall return all of the Company’s documents, data or other Company property to the Company.
Section 2.02 Confidential Information;
Non-Disclosure.
(a) Executive acknowledges that the business of
the Company is highly competitive and that the Company will provide Executive with access to Confidential Information. Executive acknowledges
that this Confidential Information constitutes a valuable, special and unique asset used by the Company in its business to obtain a competitive
advantage over competitors. Executive further acknowledges that protection of such Confidential Information against unauthorized disclosure
and use is of critical importance to the Company in maintaining its competitive position. Executive agrees that Executive will not, at
any time during or after Executive’s employment with the Company, make any unauthorized disclosure of any Confidential Information
of the Company, or make any use thereof, except in the carrying out of Executive’s employment responsibilities to the Company. Executive
also agrees to preserve and protect the confidentiality of third-party Confidential Information to the same extent, and on the same basis,
as the Company’s Confidential Information.
(b) For purposes hereof, “Confidential Information”
includes all non-public information regarding the Company’s business operations and methods, existing and proposed investments and
investment strategies, financial performance, compensation arrangements and amounts (whether relating to the Company or to any of its
employees), contractual relationships, business partners and relationships (including customers and suppliers), strategies, business plans
and other confidential information that is used in the operations and business dealings of the Company, regardless of the medium in which
any of the foregoing information is contained, so long as such information is actually confidential and proprietary to the Company.
Section 2.03 Non-Competition Obligations.
(a) Executive acknowledges and agrees that as
an employee and representative of the Company, Executive will be responsible for building and maintaining business relationships and goodwill
with current and future operating partners, investors, partners and prospects on a personal level. Executive acknowledges and agrees that
this responsibility creates a special relationship of trust and confidence between the Company, Executive and these persons or entities.
Executive also acknowledges that this creates a high risk and opportunity for Executive to misappropriate these relationships and the
goodwill existing between the Company and such persons. Executive acknowledges and agrees that it is fair and reasonable for the Company
to take steps to protect itself from the risk of such misappropriation.
(b) Executive acknowledges and agrees that, in
exchange for his agreement in SECTION 2.03(c) below, he will receive substantial, valuable consideration from the Company upon the execution
of this Agreement and during the course of this Agreement, including, (i) Confidential Information and access to Confidential Information,
(ii) compensation and other benefits and (c) access to the Company’s prospects.
(c) During the Non-Compete Term and provided that
the Company has made all severance payments provided for herein (to the extent applicable), Executive will not, directly or indirectly,
provide the same or substantially the same services that he provides to the Company to any Business Enterprise in the Market Area (as
defined below) without prior written consent, which will not be unreasonably withheld. This includes working as an agent, consultant,
employee, officer, director, partner or independent contractor or being a shareholder, member, joint venturer or equity owner in, any
such Business Enterprise; PROVIDED, HOWEVER, that the foregoing shall not restrict Executive from holding up to 5% of the voting power
or equity of one or more Business Enterprises.
(d) For purposes of hereof:
(i) “BUSINESS ENTERPRISE”
means any corporation, partnership, limited liability company, sole proprietorship, joint venture or other business association or entity
(other than the Company) that is engaged in a business that is the same as, or materially competitive with, the business conducted by
the Company during the Executive’s employment, within the Market Area;
(ii) “MARKET AREA” means:
(1) Singapore, and (2) any geographic area in which the Company is conducting any of its substantial operations during the Term, and for
which the Executive has material responsibilities or about which she has material Confidential Information; and
(iii) “NON-COMPETE TERM”
means in the case of termination for any reason, the period from the Effective Date to the date ending 2 years following the date of termination.
Section 2.04 Non-Solicitation of
Executives. During the Non-Compete Term, Executive will not, either directly or indirectly, call on, solicit or induce any other executive
or officer of the Company or its affiliates with whom Executive had contact, knowledge of, or association with in the course of employment
with the Company to terminate his employment, and will not assist any other person or entity in such a solicitation; PROVIDED, HOWEVER,
that with respect to soliciting any executive or officer whose employment was terminated by the Company or its affiliates, or general
solicitations for employment not targeted at current officers or employees of the Company or its affiliates, the foregoing restriction
shall not apply.
| Article III. |
Termination of Employment |
Section 3.01 Termination of Employment.
(a) Executive’s employment with the Company
shall be terminated (i) immediately upon the death of Executive without further action by the Company, (ii) upon Executive’s Permanent
Disability without further action by the Company, (iii) by the Company for Cause, (iv) by Executive without Good Reason, (v) by the Company
without Cause or by Executive for Good Reason, including by the Company without Cause or by Executive for Good Reason within 12 months
following a Change of Control, provided that, in the case of clause (v), the terminating party must give at least 30 days’
advance written notice of such termination. For purposes of this ARTICLE III, “date of termination” means the date of Executive’s
death, the date of Executive’s Permanent Disability, or the date of Executive’s separation from service with the Company,
as applicable.
(b) For purposes hereof:
(i) “CAUSE” shall
include (A) continued failure by Executive to perform substantially Executive’s duties and responsibilities (other than a failure
resulting from Permanent Disability) that is materially injurious to the Company and that remains uncorrected for 10 days after receipt
of appropriate written notice from the Board; (B) engagement in willful, reckless or grossly negligent misconduct that is materially injurious
to Company or any of its affiliates, monetarily or otherwise; (C) except as provided by (D), the indictment of Executive with a crime
involving moral turpitude or a felony; (D) the indictment of Executive for an act of criminal fraud, misappropriation or personal dishonesty;
or (E) a material breach by Executive of any provision of this Agreement that is materially injurious to the Company and that remains
uncorrected for 10 days following written notice of such breach by the Company to Executive identifying the provision of this Agreement
that Company determined has been breached. For purposes of (C) and (D), if the criminal charge is subsequently dismissed with prejudice
or the Executive is acquitted at trial or on appeal then the Executive will be deemed to have been terminated without Cause.
(ii) “CHANGE OF CONTROL”
means the occurrence of any one or more of the following events that occurs after the Effective Date:
1) Any “person”
(as such term is used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “EXCHANGE ACT”))
becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing more than 50% of the voting power of the then outstanding securities of the Company; provided that a Change of Control
shall not be deemed to occur as a result of a transaction in which the Company becomes a subsidiary of another corporation and in which
the stockholders of the Company, immediately prior to the transaction, will beneficially own, immediately after the transaction, shares
entitling such stockholders to more than 50% of all votes to which all stockholders of the parent corporation would be entitled in the
election of directors; or
2) The consummation of (A)
a merger or consolidation of the Company with another corporation where the stockholders of the Company, immediately prior to the merger
or consolidation, will not beneficially own, immediately after the merger or consolidation, shares entitling such stockholders to more
than 50% of all votes to which all stockholders of the surviving corporation would be entitled in the election of directors, (B) a sale
or other disposition of all or substantially all of the assets of the Company, or (C) a liquidation or dissolution of the Company.
(iii) “GOOD REASON”
shall mean one or more of the following conditions arising not more than six months before Executive’s termination date without
Executive’s consent: (A) a material breach by the Company of any provision of this Agreement; (B) assignment by the Board or a duly
authorized committee thereof to Executive of any duties that materially and adversely alter the nature or status of Executive’s
position, job descriptions, duties, title or responsibilities from those of a President and Chief Executive Officer, or eligibility for
Company compensation plans; (C) requirement by the Company for Executive to relocate to a primary place of business which is more than
[50] miles away from the Executive’s primary place of business as of the Effective Date of this Agreement; or (D) a material reduction
in Executive’s Base Salary in effect at the relevant time. Notwithstanding anything herein to the contrary, Good Reason will exist
only if Executive provides notice to the Company of the existence of the condition otherwise constituting Good Reason within 90 days of
the initial existence of the condition, and the Company fails to remedy the condition on or before the 30th day following its receipt
of such notice.
(iv) “PERMANENT DISABILITY”
shall mean Executive’s inability to engage in any substantial gainful activity by reason of any medically determinable physical
or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.
Executive will be deemed permanently disabled if determined to be totally disabled by the Social Security Administration or if determined
to be disabled in accordance with a disability insurance program that applies a definition of disability that complies with the requirements
of this paragraph.
(c) If Executive’s employment is terminated
under any of the foregoing circumstances, all future compensation to which Executive is otherwise entitled and all future benefits for
which Executive is eligible, other than those already earned but which is unpaid, shall cease and terminate as of the date of termination,
except as specifically provided in this ARTICLE III.
| Article IV. |
Miscellaneous |
Section 4.01 Notices. All notices
and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if
delivered personally, mailed by certified mail (return receipt requested) or sent by overnight delivery service, or electronic mail, or
facsimile transmission.
Section 4.02 Severability and Reformation.
If any one or more of the terms, provisions, covenants or restrictions of this Agreement shall be determined by a court of competent jurisdiction
to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions shall remain in full force and
effect, and the invalid, void or unenforceable provisions shall be deemed severable. Moreover, if any one or more of the provisions contained
in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall
be reformed by limiting and reducing it to the minimum extent necessary, so as to be enforceable to the extent compatible with the applicable
law as it shall then appear.
Section 4.03 Assignment. This
Agreement shall be binding upon and inure to the benefit of the heirs and legal representatives of Executive and the permitted assigns
and successors of the Company, but neither this Agreement nor any rights or obligations hereunder shall be assignable or otherwise subject
to hypothecation by Executive (except by will or by operation of the laws of intestate succession) or by the Company, except that the
Company may assign this Agreement to any successor (whether by merger, purchase or otherwise), if such successor expressly agrees to assume
the obligations of the Company hereunder.
Section 4.04 Amendment. This
Agreement may be amended only by writing signed by Executive and by the Company.
Section 4.05 GOVERNING LAW.
THIS AGREEMENT SHALL BE CONSTRUED, INTERPRETED AND GOVERNED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO
RULES RELATING TO CONFLICTS OF LAW.
Section 4.06 Jurisdiction. Each
of the parties hereto hereby irrevocably consents and submits to the exclusive jurisdiction of the state and federal courts located in
New York in connection with any proceeding arising out of or relating to this Agreement or the transactions contemplated hereby and waives
any objection to venue in New York. In addition, each of the parties hereto hereby waives trial by jury in connection with any claim or
proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
Section 4.07 Entire Agreement. This
Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes in all
respects any prior or other agreement or understanding, written or oral, between the Company or any affiliate of the Company and Executive
with respect to such subject matter, including the Employment Agreement.
Section 4.08 Counterparts; No Electronic
Signatures. This Agreement may be executed in two or more counterparts, each of which will be deemed an original. For purposes of
determining whether a party has signed this Agreement or any document contemplated hereby or any amendment or waiver hereof, only a handwritten
signature on a paper document or a facsimile transmission of a handwritten original signature will constitute a signature, notwithstanding
any law relating to or enabling the creation, execution or delivery of any contract or signature by electronic means.
Section 4.09 Construction. The
headings and captions of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting
this Agreement. The language in all parts of this Agreement shall be in all cases construed in accordance to its fair meaning and not
strictly for or against the Company or Executive. The words “include,” “includes,” and “including”
will be deemed to be followed by “without limitation.”
[signature page follows]
IN WITNESS WHEREOF, the parties
hereto have executed this Agreement on the date first written above:
| SPRINGVIEW HOLDINGS LTD |
|
| |
|
| By: |
/s/ Zhuo Wang |
|
| |
Zhuo Wang |
|
| |
Chief Executive Officer |
|
| AGREED AND ACCEPTED: |
|
| |
|
| /s/ Lyu Liyan |
|
| Name: |
Lyu Liyan |
|
| |
|
| |
|
|
