0001847075 1 2026-06-26 2026-06-26 0001847075 10 2026-06-26 2026-06-26 0001847075 11 2026-06-26 2026-06-26 0001847075 12 2026-06-26 2026-06-26 0001847075 2 2026-06-26 2026-06-26 0001847075 3 2026-06-26 2026-06-26 0001847075 4 2026-06-26 2026-06-26 0001847075 5 2026-06-26 2026-06-26 0001847075 6 2026-06-26 2026-06-26 0001847075 7 2026-06-26 2026-06-26 0001847075 8 2026-06-26 2026-06-26 0001847075 9 2026-06-26 2026-06-26 0001847075 2026-06-26 2026-06-26 iso4217:USD F-3 EX-FILING FEES 0001847075 N/A N/A F-3 SAIHEAT Ltd false Equity Class A ordinary shares, par value US$0.0015 per share true false Other Debt true false Other Warrants true false Other Subscription rights true false Other Units true false Unallocated (Universal) Shelf true 0.00 0.00 Equity Ordinary Shares, par value US$0.0001 per share true F-3 333-272916 2023-08-17 Debt Debt Securities true F-3 333-272916 2023-08-17 Other Warrants true F-3 333-272916 2023-08-17 Other Rights true F-3 333-272916 2023-08-17 Other Units true F-3 333-272916 2023-08-17 Unallocated (Universal) Shelf true 300000000.00 F-3 333-272916 2023-08-17 33060.00 300000000.00 0.00 0.00 0.00 0.00 This replacement registration statement is filed pursuant to Rule 415(a)(6) under the Securities Act of 1933, as amended, or the Securities Act, and includes solely such indeterminate number of the registrant’s Class A ordinary shares, par value 0.0015 per share, in the form of debt, warrants, subscription rights, units or any combination thereof from time to time at indeterminate prices, with an initial aggregate public offering price of all of such securities not to exceed US$300,000,000, which were previously registered by the registrant on the expiring registration statement on Form F-3 (File No. 333-272916) initially filed on June 26, 2023, and declared effective on August 17, 2023, or 2023 F-3, and were not sold thereunder. In addition, pursuant to Rule 416(a) under the Securities Act, this registration statement shall be deemed to cover any additional number of common shares that may be issued from time to time to prevent dilution as a result of a distribution, split, combination or similar transaction. Securities registered hereunder may be sold separately, or together with other securities registered hereunder.<br/><br/>The registration fee has been calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended, which permits the registration fee to be calculated on the basis of the maximum offering price of all of the securities to be offered. This replacement registration statement is filed pursuant to Rule 415(a)(6) under the Securities Act of 1933, as amended, or the Securities Act, and includes solely such indeterminate number of the registrant’s Class A ordinary shares, par value 0.0015 per share, in the form of debt, warrants, subscription rights, units or any combination thereof from time to time at indeterminate prices, with an initial aggregate public offering price of all of such securities not to exceed US$300,000,000, which were previously registered by the registrant on the expiring registration statement on Form F-3 (File No. 333-272916) initially filed on June 26, 2023, and declared effective on August 17, 2023, or 2023 F-3, and were not sold thereunder. In addition, pursuant to Rule 416(a) under the Securities Act, this registration statement shall be deemed to cover any additional number of common shares that may be issued from time to time to prevent dilution as a result of a distribution, split, combination or similar transaction. Securities registered hereunder may be sold separately, or together with other securities registered hereunder.<br/><br/>The registration fee has been calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended, which permits the registration fee to be calculated on the basis of the maximum offering price of all of the securities to be offered. This replacement registration statement is filed pursuant to Rule 415(a)(6) under the Securities Act of 1933, as amended, or the Securities Act, and includes solely such indeterminate number of the registrant’s Class A ordinary shares, par value 0.0015 per share, in the form of debt, warrants, subscription rights, units or any combination thereof from time to time at indeterminate prices, with an initial aggregate public offering price of all of such securities not to exceed US$300,000,000, which were previously registered by the registrant on the expiring registration statement on Form F-3 (File No. 333-272916) initially filed on June 26, 2023, and declared effective on August 17, 2023, or 2023 F-3, and were not sold thereunder. In addition, pursuant to Rule 416(a) under the Securities Act, this registration statement shall be deemed to cover any additional number of common shares that may be issued from time to time to prevent dilution as a result of a distribution, split, combination or similar transaction. Securities registered hereunder may be sold separately, or together with other securities registered hereunder.<br/><br/>The registration fee has been calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended, which permits the registration fee to be calculated on the basis of the maximum offering price of all of the securities to be offered.<br/><br/> This replacement registration statement is filed pursuant to Rule 415(a)(6) under the Securities Act of 1933, as amended, or the Securities Act, and includes solely such indeterminate number of the registrant’s Class A ordinary shares, par value 0.0015 per share, in the form of debt, warrants, subscription rights, units or any combination thereof from time to time at indeterminate prices, with an initial aggregate public offering price of all of such securities not to exceed US$300,000,000, which were previously registered by the registrant on the expiring registration statement on Form F-3 (File No. 333-272916) initially filed on June 26, 2023, and declared effective on August 17, 2023, or 2023 F-3, and were not sold thereunder. In addition, pursuant to Rule 416(a) under the Securities Act, this registration statement shall be deemed to cover any additional number of common shares that may be issued from time to time to prevent dilution as a result of a distribution, split, combination or similar transaction. Securities registered hereunder may be sold separately, or together with other securities registered hereunder.<br/><br/>The registration fee has been calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended, which permits the registration fee to be calculated on the basis of the maximum offering price of all of the securities to be offered. This replacement registration statement is filed pursuant to Rule 415(a)(6) under the Securities Act of 1933, as amended, or the Securities Act, and includes solely such indeterminate number of the registrant’s Class A ordinary shares, par value 0.0015 per share, in the form of debt, warrants, subscription rights, units or any combination thereof from time to time at indeterminate prices, with an initial aggregate public offering price of all of such securities not to exceed US$300,000,000, which were previously registered by the registrant on the expiring registration statement on Form F-3 (File No. 333-272916) initially filed on June 26, 2023, and declared effective on August 17, 2023, or 2023 F-3, and were not sold thereunder. In addition, pursuant to Rule 416(a) under the Securities Act, this registration statement shall be deemed to cover any additional number of common shares that may be issued from time to time to prevent dilution as a result of a distribution, split, combination or similar transaction. Securities registered hereunder may be sold separately, or together with other securities registered hereunder.<br/><br/>The registration fee has been calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended, which permits the registration fee to be calculated on the basis of the maximum offering price of all of the securities to be offered. The registration fee has been calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended, the statutory rate of $0.00011020 in effect at the time of filing 2023 F-3. Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include $300,000,000 of unsold securities that were previously registered on the 2023 F-3. The registrant carried forward the previously paid filing fee of $33,060 for $300,000,000 of unsold securities that had been previously registered on the 2023 F-3, which fee will continue to be applied to such unsold securities included in this registration statement. Pursuant to Rule 415(a)(6), the offering of the unsold securities registered under the Prior Registration Statement will be deemed terminated as of the effective date of this registration statement. If the registrant sells any of such unsold securities pursuant to the 2023 F-3 after the date of filing, and prior to the date of effectiveness, of this registration statement, the registrant will file a pre-effective amendment to this registration statement which will reduce the number of such unsold securities included on this registration statement.