8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November24, 2025 (November 21, 2025)

AetherHoldings, Inc.

(Exact name of registrant as specified in its charter)

1441Broadway, 30th Floor

NewYork, New York 10018

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (347) 363-0886

Not

Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities

registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.

On November 21, 2025, Aether Holdings, Inc. (the “Company”) received a written consent in lieu of stockholder meeting dated November 21, 2025, executed in accordance with Section 228 of the Delaware General Corporation Law (the “DGCL”) and Article III Section 8 of the Company’s Amended and Restated Bylaws, whereby Elixir Technology Inc., an entity controlled by Jaclyn Mang Hei Wu, a member of our board of directors, and Up and Up Ventures Limited, an entity controlled by Nicolas Kuan Liang Lin, our Chairman and Chief Executive Officer, which together are the beneficial owners of a majority of the Company’s outstanding common stock, removed Mr. David Mandel from the Company’s board of directors with immediate effect pursuant to Section 141(k) of the DGCL.

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 hereunto duly authorized.