GigCapital9 Announces Letter of Intent for Proposed Business Combination with a Leading Clean Energy Technology Company

PALO ALTO, Calif.–(BUSINESS WIRE)–GigCapital9 Corp. (Nasdaq: GIX) (“GigCapital9” or the “Company”), a publicly traded Private-to-Public Equity (PPE)™ Mentor Investor™, today announced that it has entered into a non-binding Letter of Intent (“LOI”) with a leading clean energy technology company focusing on post-combustion carbon capture solutions.

The proposed business combination is intended to provide a pathway for the Company to bring differentiated clean energy technology to the public capital markets, supporting the commercialization of clean, firm power applications required for the growth in power demand driven by artificial intelligence (AI) applications, and more generally to contribute to a more sustainable global energy future.

The prospective business combination brings together GigCapital9’s Private-to-Public Equity (PPE) Mentor Investor model with a technology company led by an experienced team of industry professionals with deep expertise in the energy and chemical industries and the development and deployment of industrial scale clean energy technology solutions. The target company is supported by an established network of “tier-one” energy strategic and industrial partners with experience in advancing and commercializing clean energy technologies. The proposed business combination contemplates a pre-money enterprise value for the target company of approximately $600 million, subject to customary closing conditions, plus a potential earnout of up to $100 million.

The proposed transaction reflects GigCapital Global’s continued focus on identifying differentiated, technically advanced businesses with the potential to address significant global challenges and create enduring value through access to the public capital markets.

A Message from GigCapital9’s Executive Chairman and Chief Executive Officer

Dr. Avi S. Katz, Executive Chairman and Chief Executive Officer of GigCapital9, commented:
“This proposed business combination is another excellent example of how GigCapital Global continues to build on and extend the legacy of our Private-to-Public Equity (PPE) Mentor Investor model. Our mission has always been to identify exceptional deep technology companies, work alongside their outstanding leadership teams, and help create the public company platforms needed to scale their technologies and maximize their impact.”

“Advanced clean energy technologies have the potential to make a meaningful difference in the world. By helping the power industry, among others, reduce their environmental footprint, these solutions can contribute to economic development, broader societal equity, improved quality of life, and the preservation of our planet’s ecological balance. We believe that technological innovation and responsible commercialization can go hand in hand.”

“At GigCapital Global, we see our role as extending well beyond bringing companies to the public markets. We are Private-to-Public Equity (PPE) Mentor Investors, committed to helping ambitious technology businesses navigate the journey from innovation to industrial deployment and global impact. GigCapital9’s proposed engagement with this leading clean energy technology company represents another important step in that continuing mission: advancing deep technology that can create lasting value for investors, benefit the inhabitants of our planet, and help preserve the Earth, our shared Gaia, for generations to come.”

About the Proposed Transaction

The principal terms currently contemplated by the LOI include the following, subject to negotiation and execution of definitive agreements:

• Anticipated timing. The parties are targeting completion of the proposed business combination and the resulting deSPAC transaction in late Q2 2027. This timing is an objective and is subject to completion of due diligence, definitive documentation, financing, regulatory and stock exchange review, shareholder approvals, and other customary closing conditions.
• Minimum PIPE financing. The proposed transaction contemplates a minimum of $50 million of PIPE financing to be available at closing.
• Participation by existing owners and investors. Of the contemplated $50 million minimum PIPE, the target company expects to source about half of this amount from their existing investors with the balance from new investors, in each case subject to definitive financing commitments and the terms of the final transaction documents.

Under the terms contemplated by the LOI, GigCapital9 and the target company intend to continue discussions and due diligence toward a potential definitive business combination agreement. The transaction remains subject to the negotiation and execution of definitive documentation, satisfactory completion of due diligence, applicable financing arrangements, required regulatory and stock exchange reviews, shareholder approvals, and other customary closing conditions.

The LOI is non-binding with respect to the proposed business combination, except for any provisions expressly intended to be binding. There can be no assurance that the parties will enter into definitive agreements or that the proposed transaction will be consummated.

Additional information regarding the proposed transaction, including its financial terms, structure, and anticipated timing, will be provided if and when definitive agreements are executed and disclosure is authorized or otherwise required.