Announcement • Aug 12

nopy Wave Inc entered into a definitive merger agreement to acquire SAIHEAT Limited (NasdaqCM:SAIH) from Energy Science Artist Holding Limited and others in a reverse merger transaction.

Canopy Wave Inc entered into a definitive merger agreement to acquire SAIHEAT Limited (NasdaqCM:SAIH) from Energy Science Artist Holding Limited and others in a reverse merger transaction on August 10, 2026. The acquisition agreement is based on an equity value of $60 million. 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, comprising an aggregate of 3.3 million SAIHEAT Ordinary Shares (the “Consideration Shares”), consisting of: (a) 2,624,152 Class A Ordinary Shares and 496,442 Class B Ordinary Shares, based on a pre-money equity valuation of Canopy Wave of $60 million and a pre-money equity valuation of SAIHEAT of $40 million, 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 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 $4.5 million (representing a purchase price of $18.15 per share). he 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. 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, Tao Zhang and Chief Technology Officer, 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. Jianwei Li, the SAIHEAT's current Chief Executive Officer, will resign from all positions as officer and director of the Company. 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, satisfaction of conditions to consummation of the concurrent private placement financing, net cash of the SAIHEAT of not less than $0.5 million (after giving effect to payment of all transaction expenses), execution and delivery of the relevant transaction documents such as execution of escrow agreement, indemnification agreements, consulting agreement, support agreement, registration rights agreement and exchange agreement, repayment and termination of certain Simple Agreements for Future Equity by Canopy Wave, termination of the Canopy’s investor agreements and common stock purchase agreements, and termination of the employment agreement between the Company and Jianwei Li and payment in full of all amounts due thereunder. The transactions have been unanimously approved by the boards of directors of both companies, and approved by Canopy Wave shareholders. The parties expect the transactions to close by the end of 2026. Shiau Yen Chin-Dennis and Brendan McDonnell of K&L Gates LLP acted as legal advisor for Canopy Wave Inc.

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nopy Wave Inc entered into a definitive merger agreement to acquire SAIHEAT Limited (NasdaqCM:SAIH) from Energy Science Artist Holding Limited and others in a reverse merger transaction.

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