SAIHEAT Enters into Definitive Merger Agreement with Canopy Wave to Build a Global AI Inference Platform

SAIHEAT Limited ("SAIHEAT" or the "Company") (Nasdaq: SAIH) has entered into a definitive 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.

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. The combined company intends to provide inference services for open-weight large language models to enterprise and developer customers worldwide.

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. SAIHEAT's existing capabilities in modular data center infrastructure and energy-efficient computing are expected to complement Canopy Wave's GPU cloud operations.

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. The Company expects to transition from a foreign private issuer to domestic-issuer reporting requirements beginning as early as the next fiscal year.

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.