Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
SAIHEAT LIMITED (Name of Issuer) |
Class A and Class B Ordinary Shares, par value $0.0015 per share (Title of Class of Securities) |
G7852T145 (CUSIP Number) |
Peng Zhang Sea Meadow House, P.O. Box 116 Road Town, Tortola, D8, 100097 1 6263905318 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/01/2025 (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).
SCHEDULE 13D
|
| CUSIP No. | 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: |
| ||||||||
| 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 No. | G7852T145 |
| 1 |
Name of reporting person
Method Wise 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
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,334.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | G7852T145 |
| 1 |
Name of reporting person
Peng Zhang | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
655,377.00 | ||||||||
| 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 and 13,334 class A ordinary shares held by Method Wise Global Limited For box 13: Represents 0.7% of class A ordinary shares and 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 LIMITED | |
| (c) | Address of Issuer's Principal Executive Offices:
#266A South Bridge Road, #02-01, Singapore,
SINGAPORE
, 058815. | |
Item 1 Comment:
This amendment No.1 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) Method Wise Global Limited ("Method Wise"); and (iii) Peng Zhang, the sole shareholder of Energy Science and Method Wise. Energy Science, Method Wise and Peng Zhang are deemed to be the "Reporting Persons" and, may be referred to herein as each a "Reporting Person". | |
| (b) | The business address for each of the Reporting Person is Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands. | |
| (c) | The principal business of each of Energy Science Artist Holding Limited and Method Wise Global Limited is to serve as a holding company. Peng Zhang is a private entrepreneur. | |
| (d) | During the last five years, none of the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, none of the Reporting Person was not 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 July 1, 2025, Risheng Li entered into a share transfer form with Peng Zhang, pursuant to which Risheng Li, as transferor, agreed to transfer his one ordinary share of Energy Science Artist Holding Limited ("Energy Science"), a British Virgin Islands Business Company, representing 100% issued share capital of Energy Science, to Peng Zhang, as transferee (the "First Transaction"). On July 1, 2025, Chuqiao Du entered into a share transfer form with Peng Zhang, pursuant to which Chuqiao Du, as transferor, agreed to transfer his one ordinary share of Method Wise Global Limited a British Virgin Islands Business Company, representing 100% issued share capital of Energy Science, to Peng Zhang, as transferee (the "Second Transaction", together with the "First Transaction", the "Transactions"). The consummation of the Transactions resulted in a change in control of the Issuer, with Peng Zhang becoming the sole controlling shareholder of the Issuer, holding 86.6% voting power in the Issuer. There was no monetary consideration paid by Mr. Peng Zhang in connection with the Transactions. Subsequent to the Transactions, each of Energy Science and Method Wise is 100% owned and controlled by its sole shareholder, Peng Zhang. | ||
| 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 1,875,190 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 July 9, 2025, 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.
|
|
|
|
|
|
|