UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement.
Purchase and Sale Agreement
On July 21, 2025, Aether Holdings, Inc. (the “Company”) entered into a certain Purchase and Sale Agreement dated July 21, 2025 (the “Purchase Agreement”) with 537 Greenwich Owner, LLC (the “Seller”), pursuant to which the Company agreed to purchase from the Seller the retail level office space located at 110 Charlton Street, Unit RET B, New York, NY 10014 (the “Property”). On October 14, 2025, the Company assigned the Purchase Agreement to its wholly owned subsidiary, 537 Greenwich LLC (the “Purchaser”), an entity formed for the purpose of holding the Property. The purchase price for the Property was $1,080,000.00, and the Company paid a 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 the Property with certain office furniture for no additional consideration.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed hereto as Exhibit 10.1.
Item 2.01. Completion of Acquisition or Disposition of Assets
Acquisition of Office Space
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 | |
| 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. | |
| By: | /s/ Nicolas Lin | |
| Name: | Nicolas Lin | |
| Title: | Chief Executive Officer | |