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): ~~December~~January 2226, ~~2025~~2026 (~~July~~January 2122, ~~2025~~2026)

Aether Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-42595

35-2818803

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

110 Charlton Street, Unit RET B

New York, New York 10014

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (347) 726-8898

1441 Broadway, 30th Floor

New York, New York 10018

(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:

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Common Stock, par value $0.001 per share	ATHR	The Nasdaq Stock Market LLC

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. ☐

Item 14.01. ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant.

~~Purchase~~On January 22, 2026, the Audit Committee of the Board of Directors of Aether Holdings, Inc. (the “Company”) approved the dismissal of ZH CPA, LLC (“ZH”), the Company’s independent registered public accounting firm, effective immediately, and ~~Sale~~approved the ~~Agreement~~appointment of KNAV CPA LLP (“KNAV”) as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026, effective immediately.

OnThe ~~July~~report ~~21,~~of ~~2025,~~ZH ~~Aether~~regarding ~~Holdings, Inc. (~~the “Company”)’s ~~entered~~financial ~~into~~statements afor ~~certain~~the ~~Purchase~~fiscal ~~and~~years ~~Sale~~ended ~~Agreement~~September ~~dated July 21~~30, 2025 ~~(the~~ ~~“Purchase~~and ~~Agreement”)~~September ~~with 537 Greenwich Owner~~30, ~~LLC (the “Seller”), pursuant to which the Company agreed~~2024 todid ~~purchase~~not ~~from~~contain ~~the~~any ~~Seller~~adverse ~~the~~opinion ~~retail~~and ~~level~~were ~~office~~not ~~space~~qualified ~~located~~or atmodified ~~110~~as ~~Charlton~~to ~~Street~~uncertainty, ~~Unit~~audit ~~RET~~scope B,or ~~New~~accounting ~~York~~principles, ~~NY 10014 (the “Property”).~~except Onthat ~~October 14, 2025,~~ the ~~Company~~report ~~assigned~~for the ~~Purchase~~fiscal ~~Agreement~~year toended ~~its~~September ~~wholly owned subsidiary~~30, ~~537~~2024 ~~Greenwich~~included ~~LLC (the “Purchaser”),~~ an ~~entity~~explanatory ~~formed~~paragraph ~~for~~relating ~~the~~to ~~purpose~~substantial ofdoubt ~~holding~~about the ~~Property. The purchase price for the Property was $1,080,000.00, and the Company~~ ~~paid~~Company’s aability ~~deposit of $108,000.00 in accordance with the Purchase Agreement. The Purchase Agreement contained standard representations and warranties of the parties thereto. In addition, the Seller agreed~~ to ~~deliver~~continue ~~the~~as ~~Property~~a ~~with~~going ~~certain office furniture for no additional consideration~~concern.

~~The~~During ~~foregoing~~the ~~description~~years ended September 30, 2025 and September 30, 2024 and during the interim period from the end of the ~~Purchase~~most ~~Agreement~~recently ~~does~~completed ~~not~~year through ~~purport~~January to22, be2026, ~~complete~~the ~~and~~date isof ~~qualified~~the dismissal, there were (a) no disagreements (as defined in ~~its~~Item ~~entirety by~~304(a)(1)(iv) ~~reference~~of toRegulation S-K and the ~~full~~related ~~text~~instructions) with ZH on any matter of ~~the~~accounting ~~Purchase~~principles ~~Agreement~~or practices, financial statement disclosure or auditing scope or procedures, which isdisagreements, ~~filed~~if ~~hereto~~not resolved to the satisfaction of ZH, would have caused ZH to make reference to such disagreement in its report or (b) no “reportable events” (as ~~Exhibit~~defined ~~10.~~in Item 304(a)(1)(v) of Regulation S-K and the related instructions).

~~Item~~Prior ~~2.01.~~to ~~Completion~~engaging KNAV, the Company did not consult with KNAV regarding the application of ~~Acquisition~~accounting principles to a specific completed or contemplated ~~Disposition~~transaction or regarding the type of ~~Assets~~audit opinions that might be rendered by KNAV on the Company’s financial statements, and KNAV did not provide any written or oral advice that was an important factor considered by the Company in reaching a decision as to any such accounting, auditing or financial reporting issue.

~~Acquisition~~The Company provided ZH with a copy of ~~Office~~this ~~Space~~Current Report on Form 8-K prior to its filing with the U.S. Securities and Exchange Commission (the “SEC”) and requested that ZH furnish the Company with a letter addressed to the SEC, pursuant to Item 304(a)(3) of Regulation S-K, stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter, dated January 26, 2026, is filed as Exhibit 16.1 (which is incorporated by reference herein) to this Current Report on Form 8-K.

The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.01.

On December 19, 2025, the Purchaser completed the acquisition of the Property from the Seller pursuant to the Purchase Agreement (the “Closing”). Under the terms of the assignment, the Purchaser was the acquiror under the Purchase Agreement for purposes of the Closing and acquired the Property from the Seller at the Closing. The purchase price for the Property was $1,080,000.00 and the total consideration paid to the Seller, which included repayment for certain condominium associated fees and real estate taxes, was $1,089,071.00. Additionally, the transaction costs associated with the Closing totaled $191,768.11. The Company funded the purchase using cash on hand, and the deposit paid in connection with the Purchase Agreement ($108,000.00) was applied to the satisfaction of the purchase price.

The Property consists of a retail level office space within Greenwich West, a mixed-use development located in the Hudson Square neighborhood in New York City. The Property comprises approximately 1,600 square feet and will serve as the Company’s new corporate headquarters.

There are no material relationships between the Company (or its affiliates) and the Seller.

Item 8.01 Other Events.

Effective December 22, 2025, the Company’s principal executive office is located at the Property.

On December 22, 2025, the Company issued a press release announcing the Closing. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

Exhibit No.		Description
10.1		Purchase and Sale Agreement, dated as of July 21, 2025, by and between Aether Holdings, Inc. and 537 Greenwich Owner, LLC
16.1		Letter from ZH CPA, LLC dated January 26, 2026.
99.1		Press Release, dated December 22, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Dated: December 22, 2025	Aether Holdings, Inc.
Dated: January 26, 2026	Aether Holdings, Inc.
	By:	/s/ Nicolas Lin
	Name:	Nicolas Lin
	Title:	Chief Executive Officer

Filing Compare · Aether Holdings, Inc.