GigCapital9 Corp. (Nasdaq: GIX) announced on October 26, 2026, that it has entered into a non-binding Letter of Intent (LOI) to acquire a leading clean energy technology company focused 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, specifically targeting applications required for the growth in power demand driven by artificial intelligence.
The target company is supported by an established network of "tier-one" energy strategic and industrial partners. The proposed transaction 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.
Key terms currently contemplated by the LOI include:
- Target Completion: The parties are targeting completion of the proposed business combination and the resulting deSPAC transaction in late Q2 2027.
- PIPE Financing: The proposed transaction contemplates a minimum of $50 million of PIPE financing to be available at closing.
- Investor Participation: 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.
The completion of the proposed business combination is subject to the negotiation and execution of definitive documentation and satisfaction of customary closing conditions, including completion of any required stock exchange and regulatory review, approval of the transaction by the Company’s shareholders, and financing arrangements being secured. The LOI is non-binding with respect to the proposed business combination, except for any provisions expressly intended to be binding. Accordingly, no assurances can be made that the parties will successfully negotiate and enter into a definitive agreement, or that the proposed transaction will be consummated on the terms or timeframe currently contemplated, or at all.
