UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2026
Commission File Number: 001-40368
SAIHEAT Limited
c/o #266A South Bridge Road, #02-01 Singapore
(058815)
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐
Entry into Material Definitive Agreements
Overview
On August 10, 2026, SAIHEAT Limited, an exempted
company with limited liability incorporated under the laws of the Cayman Islands (the “Company” or “SAIHEAT”),
entered into (i) an Agreement and Plan of Merger (the “Merger Agreement”) with Saiheat Merger Sub, Inc., a Delaware
corporation and wholly owned subsidiary of the Company (“Merger Sub”), Canopy Wave Inc., a Delaware corporation (“Canopy
Wave” or the “Target”), and the Target’s stockholders, Taoyue (Tao) Zhang (“Mr. Zhang”)
and Chunyi (James) Liao (“Mr. Liao”, and together with Mr. Zhang, the “Sellers”); (ii) a PIPE Share
Purchase Agreement (the “PIPE Share Purchase Agreement”) with certain investors (the “PIPE Investors”);
(iii) a Support Agreement (the “Support Agreement”) with the registered holder of the Company’s Class B ordinary
shares, par value US$0.0015 per share (“Company Class B Ordinary Shares”), Energy Science Artist Holding Limited, a
British Virgin Islands business company (“Energy Science”); and (iv) Option and Exchange Agreements (the “Option
and Exchange Agreements”) with the Target and the Target’s stock option holders. In connection with the transactions contemplated
by the Merger Agreement, the Company will hold a general meeting of the shareholders to seek approval for a Sixth Amended and Restated
Memorandum and Articles of Association (the “A&R MAA”). The A&R MAA and each of the agreements referenced above
are described in further detail below.
Founded in 2024 and headquartered in Santa Clara,
California, Canopy Wave is a pioneering provider of artificial intelligence (AI) infrastructure and high-performance inference platforms.
Canopy Wave delivers secure, scalable GPU-as-a-Service (GPUaaS), and optimized inference services tailored specifically for open-weight
AI models. By eliminating infrastructure bottlenecks, Canopy Wave empowers enterprise developers and global AI laboratories to build,
deploy, and scale next-generation intelligent applications seamlessly. Driven by a commitment to rigorous data security, maximum computational
efficiency, and elite scalability, Canopy Wave provides the critical foundational compute required to accelerate global AI innovation.
Canopy Wave’s principal service offerings include:
| ● | AI infrastructure management service: Design and deploy key AI infrastructure, including GPU servers,
storage, and networking, with a focus on AI model training and inference, operated with engineering excellence and secured operation certified
with System and Organization Controls 2. |
| ● | GPU-as-a-Service: Create virtual private cloud to enable enterprises to lease and use GPU on demand. |
| ● | Inference-as-a-Service: An inference platform that delivers optimized token services with endpoints powered
by a performance-tuned inference engine. |
Canopy Wave launched its AI infrastructure and
GPU-as-a-Service offerings in 2024, generating more than $15 million in aggregated revenue since the launch. Inference-as-a-Service was
launched in November 2025 with encouraging growth since that time.
The Merger Agreement
The Merger
Pursuant to the Merger Agreement and subject to
the conditions set forth therein, Canopy Wave will be merged with and into Merger Sub (the “Merger”), with Merger Sub
surviving the Merger as the surviving corporation and a wholly owned subsidiary of the Company. Canopy Wave will cease to exist as a separate
entity. Upon consummation of the Merger (the “Closing”), the Company will be renamed “Canopy Wave Holdings Inc.”
and list on the Nasdaq under the ticker symbol CWAV, subject to approvals.
Merger Consideration
Subject to the terms and conditions of the Merger
Agreement, at the effective time of the Merger (the “Effective Time”), the aggregate merger consideration (the “Merger
Consideration”) will consist entirely of newly issued and issuable Company Class A ordinary shares (“Company Class
A Ordinary Shares”), par value US$0.0015 per share, and Company Class B Ordinary Shares (together with the Company Class A Ordinary
Shares, the “Company Ordinary Shares”), comprising an aggregate of 3,306,269 Company Ordinary Shares (the “Consideration
Shares”), consisting of: (a) 2,624,152 Company Class A Ordinary Shares and 496,442 Company Class B Ordinary Shares to be issued
to the Sellers in exchange for all outstanding shares of Target common stock (the “Company Aggregate Share Consideration”),
structured so that each Seller will receive 1,312,076 Company Class A Ordinary Shares and 248,221 Company Class B Ordinary Shares; and
(b) 185,675 Company Class A Ordinary Shares comprising the reserved option pool (the “Reserved Option Pool”), reserved
for future issuance upon exercise of options granted to certain of the Target’s option holders. Each Company Class B Ordinary Share
will carry ten (10) votes per share, while each Company Class A Ordinary Share will carry one (1) vote per share, as set forth in the
A&R MAA.
The number of Consideration Shares has been determined
based on (i) the Target’s pre-money equity valuation of US$60.0 million, (ii) the Company’s pre-money equity valuation of US$40.0 million,
and (iii) the total outstanding share capital of the Company (including shares reserved for issuance under the Company’s existing
equity incentive plan), implying a price of US$18.15 per Company Class A Ordinary Share (the “Per Share Purchase Price”).
The number of Consideration Shares is fixed and is not subject to adjustment based on changes in the Company’s or the Target’s
valuation or share price between the date of the Merger Agreement and the Closing, except for customary anti-dilution adjustments as set
forth in the Merger Agreement.
The Consideration Shares will be issued in reliance
upon exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), including Rule
506 of Regulation D promulgated thereunder. Each Seller has represented in the Merger Agreement that it is an “accredited investor”
within the meaning of Rule 501(a) of Regulation D.
Lock-Up
Each Seller has agreed that, during the period
commencing on the date of the Closing (the “Closing Date”) and ending on the date that is six (6) months after the
Closing Date (the “Lock-Up Period”), such Seller will not, directly or indirectly, sell, offer to sell, contract to
sell, pledge, hypothecate, lend, grant any option, right or warrant to purchase, transfer, assign or otherwise dispose of, convert into
Company Class A Ordinary Shares, or enter into any swap, hedge or other arrangement that transfers to any person, in whole or in part,
any of the economic consequences of ownership of, any Consideration Shares (including any Company Class B Ordinary Shares). Any purported
transfer or conversion in violation of the lock-up restrictions will be null and void and the Company will be entitled to instruct its
transfer agent to decline to register any such transfer or conversion and to place appropriate stop-transfer instructions and restrictive
legends on the applicable Consideration Shares.
Shareholder Meeting and Required Approvals
The Closing is subject to, among other conditions,
the receipt of the required shareholder vote in respect of the alteration of the Company’s share capital, the adoption of the A&R
MAA, and other matters in connection with the Merger, at a general meeting of the Company’s shareholders (the “Company’s
Shareholder Meeting”) to be convened as promptly as practicable following the date of the Merger Agreement and prior to the
Closing.
Post-Closing Ownership, Directors and Officers
Following the Closing, the Sellers are expected
to collectively hold a majority of the Company’s economic interests and voting power on a fully diluted basis, and the Company’s
board of directors will be fixed at five members (a majority of whom must qualify as independent directors under Nasdaq rules). The post-Closing
officers of the Company will include Mr. Zhang as Chief Executive Officer and Chief Operating Officer, and Mr. Liao as Chief Technology
Officer. Jianwei Li, the Company’s current Chief Executive Officer, will resign from all positions as officer and director of the
Company effective at the Effective Time. At the Effective Time, the Company will enter into a consulting agreement with Mr. Li (the “Li
Consulting Agreement”) on terms mutually agreed upon by the Company and Mr. Li, which consulting agreement will not grant Mr.
Li any board representation rights, consent rights, veto rights, or other governance rights with respect to the Company. All existing
directors of the Company will resign effective at or prior to the Effective Time, as set forth in the Merger Agreement.
Nasdaq Listing
As a condition to the Closing, the Company is
required to submit a Listing of Additional Shares Notification (“LAS Notice”) to Nasdaq at least 15 calendar days prior
to the Closing Date describing the Merger and contemplated transactions and shall have not received any objections from Nasdaq. In addition,
the Company will submit an initial listing application covering the Company Class A Ordinary Shares to be issued in connection with the
contemplated transactions (the “Nasdaq Listing Application”) and obtain Nasdaq’s conditional approval prior to
the Closing Date.
Representations, Warranties and Covenants
The Merger Agreement contains customary representations
and warranties made by each of the Company, Merger Sub, the Target, and the Sellers. The Merger Agreement also contains customary pre-Closing
covenants, including obligations on (i) each of the Company and the Target to conduct its business in the ordinary course during the period
between signing and Closing, (ii) each of the Company and the Target not to take specified actions without the other party’s consent,
and (iii) each party to use reasonable best efforts to consummate the Merger and satisfy applicable closing conditions.
Conditions to Closing
The obligations of the parties to consummate the
Merger are subject to customary conditions precedent, which include but are not limited to the following: (i) receipt of the required
shareholder vote at the Company’s Shareholder Meeting, including adoption of the A&R MAA; (ii) no governmental order or law
preventing consummation of the Merger being in effect; (iii) submission of the LAS Notice to Nasdaq, conditional approval of the Nasdaq
Listing Application, and the maintenance of the Company’s existing listing on Nasdaq; (iv) satisfaction or waiver of all conditions
to consummate the transactions as set forth in the PIPE Share Purchase Agreement (other than consummation of the Merger itself); (v) net
cash of the Company of not less than US$500,000 (after giving effect to payment of all transaction expenses), as of the close of business
on the business day immediately preceding the Closing Date; (vi) the accuracy of the representations and warranties (subject to materiality
qualifiers) as of the Closing Date; (vii) performance in all material respects of the covenants and obligations required to be performed
prior to Closing; (viii) the absence of a material adverse effect on either the Company or the Target since the date of the Merger Agreement;
(ix) conversion of all issued and outstanding Company Class B Ordinary Shares held by Energy Science into Company Class A Ordinary Shares
prior to Closing; (x) execution and delivery of the relevant transaction documents; (xi) repayment and termination of certain Simple Agreements
for Future Equity by the Target; (xii) termination of the Target’s investor agreements and common stock purchase agreements; and
(xiii) termination of the employment agreement between the Company and Jianwei Li and payment in full of all amounts due thereunder.
Termination
The Merger Agreement may be terminated prior to
the Effective Time by mutual written consent of the parties, or by either party if: (i) the Merger is not consummated by December 31,
2026 (subject to a 90-day extension in specified circumstances); (ii) a governmental order permanently restraining the Merger becomes
final and non-appealable; or (iii) the required shareholder vote of the Company is not obtained. In addition, the Company may terminate
the Merger Agreement if the Target or the Sellers breach their representations and warranties or fail to perform their covenants (subject
to a 30-day cure period), and the Target may terminate if the Company or Merger Sub breaches their respective representations and warranties
or covenants (subject to a 30-day cure period). The Target may also terminate the Merger Agreement, at any time prior to receipt of the
required shareholder vote of the Company, if a “Parent Triggering Event” occurs, which includes circumstances where (i) the
Company fails to include the Company’s board of directors’ recommendation in favor of the Merger in any proxy statement or
solicitation materials distributed to the Company’s shareholders, or the Company board withholds, amends, withdraws or modifies
such recommendation in a manner adverse to the Target, (ii) the Company’s board of directors or any committee thereof publicly approves,
endorses or recommends any competing acquisition proposal, or (iii) the Company enters into any letter of intent or other contract relating
to any competing acquisition proposal (other than a permitted confidentiality agreement).
PIPE Financing
PIPE Share Purchase Agreement
On August 10, 2026, the Company entered into the
PIPE Share Purchase Agreement with the PIPE Investors. Pursuant to the PIPE Share Purchase Agreement, the Company agreed to sell to the
PIPE Investors, and the PIPE Investors agreed to purchase from the Company, an aggregate of 247,970 Company Class A Ordinary Shares (the
“PIPE Shares”) for aggregate proceeds of approximately US$4.5 million, at a purchase price of US$18.15 per
share (the “PIPE Investment”). The PIPE Shares will be issued in reliance upon the exemptions from registration afforded
under the Securities Act, including Rule 506(b) of Regulation D promulgated thereunder.
The closing of the PIPE Investment is conditioned
upon, and will occur concurrently with or immediately following, the Closing under the Merger Agreement.
PIPE Registration Rights Agreement
At or prior to the closing of PIPE Investment,
the Company will enter into the PIPE Registration Rights Agreement with the PIPE Investors, pursuant to which the Company will agree to
register for resale under the Securities Act all PIPE Shares held by the PIPE Investors. The Company is required to file an initial registration
statement covering the resale of all PIPE Shares within forty-five (45) days following the closing date of the PIPE Investment provided
that all financial statements of the Company (as the accounting acquirer) then required by the SEC to be included therein are available,
and to use reasonable best efforts to cause such registration statement to become effective within the timeframes set forth in the PIPE
Registration Rights Agreement. The Company has agreed to maintain the effectiveness of the registration statement until the earlier of
the date all PIPE Shares have been sold and the date the PIPE Shares may be sold without restriction under Rule 144.
Energy Science Registration Rights Agreement
On July 28, 2026, the Company entered into the
Energy Science Registration Rights Agreement with Energy Science, which is the registered holder of 642,043 Company Class B Ordinary Shares
(the “Pre-Closing Class B Ordinary Shares”). As a condition to the Closing under the Merger Agreement, all Pre-Closing
Class B Ordinary Shares are required to be converted into an equal number of Company Class A Ordinary Shares prior to Closing, and no
Company Class B Ordinary Shares shall remain outstanding prior to Closing. In consideration of Energy Science’s agreement to convert
its Pre-Closing Class B Ordinary Shares and to support the transactions contemplated by the Merger Agreement, the Company agreed to register
for resale under the Securities Act all Company Class A Ordinary Shares issued upon conversion of Pre-Closing Class B Ordinary Shares
held by Energy Science (the “Conversion Shares”). The Company is required to file an initial registration statement
covering the resale of all Conversion Shares within 30 days following the Closing Date provided that all financial statements of the Company
(as the accounting acquirer) then required by the SEC to be included therein are available, and to use reasonable best efforts to cause
such registration statement to become effective within the timeframes set forth in the Energy Science Registration Rights Agreement. The
Company has agreed to maintain the effectiveness of the registration statement until the earlier of the date all Conversion Shares have
been sold and the date the Conversion Shares may be sold without restriction under Rule 144.
Support Agreement
Concurrently with the execution of the Merger
Agreement, the Company entered into the Support Agreement with Energy Science. Pursuant to the Support Agreement, Energy Science has irrevocably
agreed to (i) vote all of its Company Class B Ordinary Shares in favor of the adoption of the A&R MAA conditional upon and effective
at the Effective Time, the Merger and all related resolutions, (ii) provide all consents and approvals required under the Company’s
existing memorandum and articles of association from the holder of the Company Class B Ordinary Shares, and (iii) convert all of its Company
Class B Ordinary Shares into Company Class A Ordinary Shares on a one-for-one basis prior to the Closing Date. Energy Science has also
granted the Company an irrevocable proxy to vote its Company Class B Ordinary Shares in accordance with the foregoing. The Support Agreement
will terminate automatically upon the earlier of the Closing and the termination of the Merger Agreement.
Escrow Agreement
At the Closing, the Company will withhold an aggregate
of 110,192 Company Class A Ordinary Shares (55,096 shares on behalf of each Seller) (the “Escrow Shares”) from the
Consideration Shares and deposit them with an escrow agent (the “Escrow Agent”), pursuant to an escrow agreement to
be entered among the Company, the Sellers and the Escrow Agent. The Escrow Shares will represent an aggregate escrow value of approximately
US$2.0 million. The Escrow Shares will be held for a period of twelve (12) months following the Closing Date (the “Escrow Period”)
and will be available to satisfy the indemnification obligations of the Sellers under the Merger Agreement. Upon expiration of the Escrow
Period, any Escrow Shares not subject to then-pending indemnification claims will be released to the Sellers. In lieu of forfeiture of
Escrow Shares, the applicable Seller may elect to satisfy an indemnification obligation in cash. During the Escrow Period, the Sellers
will retain all voting rights with respect to the Escrow Shares and will be entitled to receive all dividends and distributions declared
thereon; provided, that any such dividends or distributions will be held by the Escrow Agent and will be subject to the same restrictions
and release provisions as the Escrow Shares to which they relate. The Escrow Shares will serve as security for, but will not limit, the
indemnification obligations of the Sellers under the Merger Agreement.
Option and Exchange Agreements
At the Effective Time, each option to purchase
shares of Target common stock that is outstanding and unexercised immediately prior to the Effective Time (each, a “Target Option”),
whether or not vested, will be cancelled and exchanged for an option to purchase Company Class A Ordinary Shares (each, a “New
Parent Option”) pursuant to an Option and Exchange Agreement entered into by and between the Company, the Target and the applicable
option holder. The number of Company Class A Ordinary Shares subject to each New Parent Option and the per share exercise price will be
determined in accordance with the Merger Agreement so as to preserve, on a per-share basis, the ratio of exercise price to fair market
value that existed immediately prior to the Merger.
Indemnification Agreements
Immediately following the Effective Time, the
Company will enter into Indemnification Agreements with each of the post-Closing directors of the Company. Each Indemnification Agreement
provides for indemnification, hold harmless, exoneration and advancement of expenses to the fullest extent permitted by the Company’s
memorandum and articles of association and the Companies Act (As Revised) of the Cayman Islands.
Press Release
The Company issued a press release on August 10,
2026, announcing that the Company has entered into the Merger Agreement and the relevant transactions described herein. A copy of this
press release is furnished as Exhibit 99.1 hereto and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
in any filing under the Securities Act or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference
in such a filing.
Forward-Looking Statements
This Report on Form 6-K contains “forward-looking
statements” as defined by the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. This Report on Form 6-K also includes express and implied forward-looking
statements regarding the Company’s current expectations, estimates, opinions, and beliefs that are not historical facts. Such forward-looking
statements may be identified by words such as “believes,” “expects,” “estimate,” “anticipates,”
“targets,” “optimistic,” “confident,” “continues,” “predicts,” “intends,”
“plans,” “aims,” “may,” “will,” “would” and the negative and variations of
such words and similar words. Examples include, among others, statements regarding the expectations regarding the satisfaction of the
closing conditions of the Merger and statements regarding Canopy Wave’s business strategy, market opportunity, and future performance.
These statements are made based on current knowledge and, by their nature, involve numerous assumptions and uncertainties. Nothing set
forth herein should be regarded as a representation, warranty, or prediction that the Company will achieve or is likely to achieve any
future result. Actual results may differ materially from those indicated in the forward-looking statements because the realization of
those results is subject to many risks and uncertainties, including risks and uncertainties identified in the Company’s filings
with the U.S. Securities and Exchange Commission. Forward-looking statements contained in this Report on Form 6-K are made as of the date
of this Report on Form 6-K, and the Company undertakes no duty to update such information except as required under applicable law.
Exhibit Index
| Exhibit No. |
|
Description |
| 2.1* |
|
Agreement and Plan of Merger, dated as of August 10, 2026, by and among SAIHEAT Limited, Saiheat Merger Sub, Inc., Canopy Wave Inc., Taoyue (Tao) Zhang, and Chunyi (James) Liao |
| 10.1† |
|
Form of Option and Exchange Agreement, dated as of August 10, 2026, by and among SAIHEAT Limited, Canopy Wave Inc. and the applicable option holder party thereto, together with a schedule identifying the substantially identical agreements omitted pursuant to Instruction 2 to Item 601 of Regulation S-K |
| 10.2† |
|
PIPE Share Purchase Agreement, dated as of August 10, 2026, by and among SAIHEAT Limited and the PIPE Investors named therein |
| 10.3† |
|
Energy Science Registration Rights Agreement, dated as of July 28, 2026, by and between SAIHEAT Limited and Energy Science Artist Holding Limited |
| 10.4† |
|
Support Agreement, dated as of August 10, 2026, by and between SAIHEAT Limited and Energy Science Artist Holding Limited |
| 99.1 |
|
Press release dated August 10, 2026 – “SAIHEAT Enters into Definitive Merger Agreement with Canopy Wave to Build a Global AI Inference Platform” |
| * | Certain schedules and exhibits to this Agreement and Plan of
Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K; the agreements attached as exhibits thereto are filed as Exhibits
10.1 through 10.4 hereto. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities
and Exchange Commission upon request. |
| † | Certain identified information has been excluded from this exhibit
pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that the Registrant treats as
private or confidential. |
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, thereunto duly authorized.
| |
SAIHEAT Limited |
| |
|
| |
By: |
/s/ Jianwei Li |
| |
|
Jianwei Li |
| |
|
Chief Executive Officer |
| |
|
|
| |
Date: August 10, 2026 |
Exhibit 99.1
SAIHEAT Enters into Definitive Merger Agreement
with Canopy Wave to Build a Global AI Inference Platform
The combined company will be renamed Canopy
Wave Holdings Inc. and expected to trade on Nasdaq under the new ticker symbol “CWAV” — transaction repositions the
Company around AI inference infrastructure for open-weight large language models.
SINGAPORE and SANTA CLARA, Calif., August 10, 2026
/ PRNewswire / -- SAIHEAT Limited (“SAIHEAT” or the “Company”) (Nasdaq: SAIH) today announced that it has entered
into a definitive merger agreement, dated August 10, 2026 (the “Merger Agreement”), with Canopy Wave, Inc. (“Canopy
Wave”), a Santa Clara, California-based AI inference and GPU cloud platform company. Upon the closing of the transaction, Canopy
Wave will become a wholly-owned subsidiary of the Company. The combined company will be renamed “Canopy Wave Holdings Inc.”
and is expected to trade on the Nasdaq Stock Market (“Nasdaq”) under the new ticker symbol “CWAV,” subject to
required approvals.
The transaction is intended to reposition the Company
around AI inference, the delivery of AI model outputs, or “tokens,” at production scale, while retaining SAIHEAT’s existing
data center infrastructure business. The Company’s management believes AI inference represents a growing share of AI infrastructure spending,
as enterprise adoption shifts investment from one-time model training toward ongoing inference workloads.
Strategic Rationale
SAIHEAT’s combination with Canopy Wave creates a U.S.-based global
AI inference platform that combines modular data center infrastructure with Canopy Wave’s inference platform.
| ● | A pivot into AI inference infrastructure. The combined company intends to provide inference services
for open-weight large language models to enterprise and developer customers worldwide. Open-weight models have closed the capability gap
with proprietary frontier models. The demand for cost-efficient, secure inference of these open models is expanding across AI coding,
agent, and enterprise AI workloads. |
| ● | A full-stack inference platform. Canopy Wave provides a full-stack inference platform combining
GPU cloud infrastructure, orchestration software, API endpoints, and security features that include SOC 2 Type II certification and a
zero-data-retention policy. |
| ● | Complementary infrastructure capabilities. SAIHEAT’s existing capabilities in modular data
center infrastructure and energy-efficient computing are expected to complement Canopy Wave’s GPU cloud operations, which Canopy
Wave conducts utilizing its access to third-party infrastructure through leasing arrangements. |
| ● | An experienced, U.S.-based local leadership team. Following the closing, the combined company will
be headquartered in Santa Clara, California and led by Canopy Wave’s founding team, including Chief Executive Officer (CEO) Tao
Zhang and Chief Technology Officer (CTO) James Liao. Tao Zhang and James Liao are expected to collectively hold a majority of the combined
company’s economic interests and voting power following the closing. The Company expects to transition from a foreign private issuer
to domestic-issuer reporting requirements beginning as of the next fiscal year, as required by such rules. |
Transaction Overview
Under the terms of the Merger Agreement, the merger
will be effected through the issuance of new SAIHEAT Class A and Class B ordinary shares to Canopy Wave’s shareholders, based on
a pre-money equity valuation of Canopy Wave of US$60,000,000 and a pre-money equity valuation of SAIHEAT of US$40,000,000, which amounts
represent the result of arm’s length negotiation between the parties and are not intended to be, and should not be relied upon as, an
appraisal, valuation opinion, or indication of market value. Based on such valuations, transaction will result in former Canopy Wave stockholders
owning approximately 54.19% of the combined company’s economic interests and approximately 78.44% of the combined company’s
voting power, taking into account a concurrent private placement planned by the Company of Class A Ordinary Shares for aggregate proceeds
of approximately US$4.5 million (representing a purchase price of US$18.15 per share). The transactions have been unanimously approved
by the boards of directors of both companies.
The parties expect the transactions to close by the
end of 2026. However, the closing of the transaction is subject to customary conditions, including approval by SAIHEAT’s shareholders,
Nasdaq’s approval of the combined company’s initial listing application, and satisfaction of conditions to consummation of
the concurrent private placement financing.
Management Commentary
“This combination will position the company
where the AI market is going: inference at scale,” said Jianwei Li, Chief Executive Officer of SAIHEAT. “Canopy Wave brings
an inference platform and an exceptional engineering team. Combined with our infrastructure capabilities, we believe we can build a competitive
inference offering.”
“We believe enterprises are increasingly evaluating
open weight models for performance, control, and cost efficiency,” said Tao Zhang, Chief Executive Officer of Canopy Wave. “Joining
forces with SAIHEAT will give us the public-company platform and the infrastructure depth to scale much faster. Our mission is to make
serving these models simple, secure, and economical. This transaction accelerates that mission globally.”
About Canopy Wave, Inc.
Canopy Wave is a Santa Clara, California-based AI
inference and GPU cloud platform company. Its full-stack platform is engineered for open-weight generative AI models, featuring OpenAI-compatible
API interfaces, intelligent GPU resource scheduling, and enterprise-grade security protocols, including data isolation and zero-data-retention
policies. The platform supports a broad catalog of leading open-weight models and serves developers and enterprises across AI coding,
AI agent, and other production workloads. For more information, please visit https://www.canopywave.com.
About SAIHEAT Limited (Nasdaq: SAIH)
SAIHEAT is a global distributed computing power
operator. By leveraging a modular computing power system, the Company helps energy owners address the issues of local energy consumption
and efficient resource utilization. For more information, please visit https://www.saiheat.com.
No Offer or Solicitation
This press release is for informational purposes
only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of the
U.S. Securities Act of 1933, as amended, or pursuant to an applicable exemption therefrom.
Additional Information and Where to Find It
In connection with the proposed transaction, SAIHEAT
intends to file relevant materials with the U.S. Securities and Exchange Commission (the “SEC”), including a Report of Foreign
Private Issuer on Form 6-K furnishing the Merger Agreement. Shareholders and investors are urged to read these materials, and any other
relevant documents filed or furnished with the SEC, when they become available, because they will contain important information about
the proposed transaction. Shareholders and investors may obtain a free copy of these materials, and other documents filed by SAIHEAT with
the SEC, at the SEC’s website at www.sec.gov, or from SAIHEAT at the contact information below.
Safe Harbor Statement
This press release contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “believe,” “expect,”
“estimate,” “anticipate,” “target,” “continue,” “predict,” “intend,”
“plan,” “aim,” “may,” “will,” “would,” and similar expressions identify forward-looking
statements. Examples include, among others, statements regarding the expected benefits of the proposed transaction, the anticipated timing
of the closing, the satisfaction of the closing conditions (including approval by SAIHEAT’s shareholders, Nasdaq’s approval
of the combined company’s initial listing application, satisfaction of conditions to the consummation of the concurrent private
placement financing, and any applicable regulatory clearances), and the combined company’s strategy, market opportunity, and future
performance. These statements reflect management’s current expectations and are subject to risks and uncertainties. Actual results
may differ materially due to factors including, among others: the risk that the proposed transaction may not be completed in a timely
manner or at all; the failure to satisfy closing conditions or obtain required approvals; risks associated with the possible failure to
realize, or that it may take longer to realize than expected, certain anticipated benefits of the proposed transaction, including with
respect to future financial and operating results,; the effect of the announcement or pendency of the transaction on business relationships
and operating results; the risk that the proposed concurrent financing is not completed in a timely manner, if at all; risks related to
SAIHEAT’s continued listing on Nasdaq until closing of the proposed transactions and the combined company’s ability to remain
listed following the closing of the proposed transactions; the occurrence of any event, change or other circumstance or condition
that could give rise to the termination of the merger agreement; the combined company’s dependence on third-party open-weight AI models,
including models developed outside the United States, and related exposure to export controls, trade restrictions, and customer procurement
policies; the combined company’s reliance on third-party computing infrastructure that it does not own and that is subject to termination;
declines in per-token pricing or GPU rental rates; Canopy Wave’s limited operating history since its formation in 2024; customer concentration;
capital requirements and potential shareholder dilution; concentration of voting power; costs of the proposed transactions and of transitioning
from a foreign private issuer to a domestic issuer; competition from substantially larger providers; the risk of involvement in litigation,
including securities class action litigation; regulatory changes; macroeconomic conditions; and the other risks and uncertainties described
in SAIHEAT’s filings with the U.S. Securities and Exchange Commission, including its annual report on Form 20-F. All forward-looking
statements speak only as of the date hereof, and SAIHEAT undertakes no obligation to update them except as required by law.
Investor Relations Contact
ir@saiheat.com
Media Contact
pr@saiheat.com
