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SAIHEAT Ltd (SAIH) reports that all shareholder proposals were approved at an extraordinary general meeting held on August 26, 2026. One key approval re-designates 145,601 authorized but unissued Class B Ordinary Shares as Class A Ordinary Shares, conditional upon and effective at the Effective Time.
After the reclassification and after giving effect to the prior conversion of all issued and outstanding Class B shares into Class A shares, the Company’s authorized share capital of US$35,000 will be divided into 22,170,225 Class A Ordinary Shares, 496,442 Class B Ordinary Shares, and 666,666 preference shares, each with a par value of US$0.0015. Voting results show strong support, with proposals receiving about 6.43 million votes in favor against low opposition and minimal abstentions.
SAIHEAT Limited has called an extraordinary general meeting on 26 August 2026 to seek shareholder approval for an all‑stock acquisition of Canopy Wave Inc., an AI infrastructure and GPU‑as‑a‑Service provider founded in 2024 with over US$15 million in aggregate revenue since launch.
The Merger Agreement values Canopy Wave at US$60.0 million and SAIHEAT at US$40.0 million, with total consideration of 3,306,269 ordinary shares, including 2,624,152 Class A shares, 496,442 Class B shares, and 185,675 Class A shares for an option pool, implying a per‑share price of US$18.15. A concurrent PIPE will issue 247,970 Class A shares for approximately US$4.5 million at the same price.
Post‑closing, SAIHEAT will be renamed Canopy Wave Holdings Inc. and is expected to remain listed on Nasdaq under ticker CWAV, with the sellers holding a majority of economic and voting power on a fully diluted basis. Existing Class B holder Energy Science will convert its Class B shares to Class A, adopt new governing documents, and receive registration rights. Sellers are subject to a six‑month lock‑up, and 110,192 Class A shares will be placed in escrow to secure indemnification obligations.
SAIHEAT Limited agreed to acquire Canopy Wave Inc. in an all‑stock merger, with Canopy Wave merging into a SAIHEAT subsidiary to become a wholly owned unit. The combined company is expected to be renamed Canopy Wave Holdings Inc. and list on Nasdaq under the ticker CWAV, subject to approvals.
The merger values Canopy Wave at US$60.0 million and SAIHEAT at US$40.0 million, and provides an aggregate of 3,306,269 new SAIHEAT ordinary shares, including an option pool. At a reference price of US$18.15 per Class A share, former Canopy Wave holders are expected to own about 54.19% of economic interests and 78.44% of voting power post‑closing.
SAIHEAT also arranged a concurrent PIPE of 247,970 Class A shares for approximately US$4.5 million, and agreed to register these and certain converted Class B shares for resale. Closing is contingent on shareholder approval, Nasdaq listing conditions, minimum US$500,000 net cash, PIPE completion and absence of material adverse effects.
SAIHEAT Ltd received an updated ownership filing showing a change in control. Peng Zhang agreed on June 5, 2026 to transfer his one ordinary share of Energy Science Artist Holding Limited, representing 100% of Energy Science, to Longwin Global Limited for US$1,000,000.
This transaction makes To Ma, the sole shareholder of Longwin Global, the sole controlling shareholder of SAIHEAT, with 84.36% voting power. Through Energy Science and Longwin Global, the reporting persons beneficially own 642,043 Class B ordinary shares, representing 100% of the Class B ordinary shares, out of 1,190,317 Class A and 642,043 Class B shares outstanding.
SAIHEAT Limited reports a change in control following an internal share transfer. On June 5, 2026, Peng Zhang agreed to transfer his one ordinary share of Energy Science Artist Holding Limited, representing 100% of its issued share capital, to Longwin Global Limited for US$1,000,000. Because Energy Science ultimately controls SAIHEAT Limited, this transaction makes Longwin Global Limited the sole controlling shareholder of the Company. The Company states there are no arrangements or understandings among the former and new control groups and their associates regarding the election of officers or other matters, except as described in this report.
SAIHEAT Limited files its annual report on Form 20-F, outlining a bitcoin-focused business that mines cryptocurrency and provides hosting using power-intensive data centers and heat-recovery technology. The company highlights a limited operating history, highly volatile bitcoin economics, and dependence on low-cost electricity and specialized mining hardware.
SAIHEAT reports net losses of $6.1 million in 2023, $5.9 million in 2024 and $6.5 million in 2025, with an accumulated deficit of $44.3 million as of December 31, 2025. As of that date, it had 1,190,317 Class A and 642,043 Class B Ordinary Shares outstanding.
The filing details extensive risks: capital-intensive expansion, reliance on a few mining-equipment suppliers, exposure to power price swings, environmental and permitting constraints, supply-chain and tariff disruptions, and intense competition. It also emphasizes significant U.S. and international regulatory uncertainty around crypto assets, potential investment-company, money-services and tax-reporting classifications, and cybersecurity and custody risks related to holding bitcoin and other crypto assets.
SAIHEAT Limited held an extraordinary general meeting of shareholders on April 24, 2026, where all shareholder proposals were duly adopted as special resolutions. The company is furnishing its Fourth Amended and Restated Memorandum and Articles of Association (as corrected), a Fifth Amended and Restated version, and detailed voting results as exhibits.
As of the March 26, 2026 record date, 1,190,317 Class A ordinary shares with one vote each and 642,043 Class B ordinary shares with ten votes each were outstanding. A quorum was reached with 1,195,362 shares present, representing 6,973,749 aggregate votes.
SAIHEAT Limited is calling an extraordinary general meeting (EGM) on April 24, 2026, to clean up and update its corporate charter. Shareholders will vote on three special resolutions: formally correcting typographical errors in the previously approved 1‑for‑15 reverse stock split and related resolutions, approving a corrected fourth amended and restated memorandum and articles of association, and then replacing those with a new fifth amended and restated memorandum and articles of association.
The corrections confirm authorised share capital of US$35,000, divided into 22,024,624 Class A ordinary shares, 642,043 Class B ordinary shares and 666,666 preference shares, each with a par value of US$0.0015. The EGM will be held virtually, and shareholders of record as of March 26, 2026 may vote in person or by proxy. Each Class A share carries one vote, while each Class B share carries ten votes, and each proposal requires approval by at least two‑thirds of votes cast to pass as a special resolution.
SAIHEAT Ltd filed a Form 3 identifying Yang Tianshi as a director and insider of the company. This initial statement of beneficial ownership establishes his reporting status under SEC rules and, in the information provided, does not include any reported transactions or detailed position data.
SAIHEAT Ltd director Ge Hao filed an initial ownership report showing compensation in the form of restricted share units (RSUs). These RSUs relate to 889 Class A ordinary shares, with each RSU converting into one share on vesting with no cash payment required.
The RSUs do not expire and are scheduled to vest on March 15, 2026, at which time Ge Hao will receive the 889 underlying Class A ordinary shares directly.