SAIHEAT Ltd-A 2026年年度报告和过渡报告

FORM 20-F (Mark One)☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b)OR (g)OF THE SECURITIES EXCHANGE ACT OF1934 Or ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 OR Commission file number:001-40368 Securities registered or to be registered pursuant to Section12(b)of the Act Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of businesscovered by this annual report. On December31, 2025, the issuer had 1,190,317 ClassA Ordinary Shares and 642,043 Class B Ordinary Shares, par value $0.0015per share. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection13 or 15(d)of the Securities ExchangeActof1934. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchangeActof1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of RegulationS-T(§232.405 of this chapter) during the preceding 12months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-acceleratedfiler, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule12b-2ofthe ExchangeAct. Largeacceleratedfiler☐Acceleratedfiler☐Non-acceleratedfiler☒Emerginggrowthcompany☒ If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards †provided pursuant to Section13(a)of the ExchangeAct.☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Boardto its Accounting Standards Codification after April5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S.GAAP☒ International Financial Reporting Standards as issued by the International AccountingStandards Board☐Other☐ If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registranthas elected to follow. Item17☐Item18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2of theExchangeAct). Yes☐No☒ TABLE OF CONTENTS PageEXPLANATORY NOTEiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSviPARTI1ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3. KEY INFORMATION1ITEM 4. INFORMATION ON THE COMPANY59ITEM 4A.UNRESOLVED STAFF COMMENTS76ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS76ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES95ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS108ITEM 8. FINANCIAL INFORMATION113ITEM 9. THE OFFER AND LISTING113ITEM 10. ADDITIONAL INFORMATION114ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK118ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES119PARTII120ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES120ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS120ITEM 15. CONTROLS AND PROCEDURES120ITEM 16. [RESERVED]121ITEM 16.A.AUDIT COMMITTEE FINANCIAL EXPERT121ITEM 16.B.CODE OF ETHICS121ITEM 16.C.PRINCIPAL ACCOUNTANT FEES AND SERVICES122ITEM 16.D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES