Pioneer Acquisition I Corp and Green AI Cloud Reach a Business Merger Agreement
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1h ago
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Green AI Cloud and Pioneer Acquisition I Corp announce the signing of a final business merger agreement. The pre-merger equity valuation of the trading pair Green AI Cloud is $300 million, and the merged company is expected to list on NASDAQ. Both parties stated that the transaction will support their expansion in Europe of green data centers and computing infrastructure for AI, with completion anticipated in the second quarter of 2027.
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Green AI Cloud, Inc. ("The Company") is a super computing power platform for clean energy located in Europe, AI. It is situated at the intersection of rapidly growing demand for data centers in AI and the scarcity of production capacity with guaranteed power supply.

The company is a pioneer in the field of clean energy computing power, with data centers designed to operate using renewable energy sources such as solar, hydroelectric, and wind power. The excess heat generated during operations can be converted into heating liquid for use in industrial product manufacturing or integrated into regional heating infrastructure, which is considered to have the potential for achieving a net negative carbon footprint.

The proposed business merger values the company at $300 million in pre-merger equity value.

Brooklyn, New York, and Stockholm, October 8, 2026 ( GLOBE NEWSWIRE ) – Green AI Cloud , Inc . (“ Green AI Cloud ” or “the Company”) is an infrastructure company dedicated to designing, building, and operating high-performance AI data centers, with a focus on environmental sustainability and data sovereignty. The Company and Pioneer Acquisition I Corp (Nasdaq ticker: PACH , hereinafter referred to as “ Pioneer ”) announced today that they have signed a final agreement (a “business merger agreement”) to undertake a business merger (a “transaction” or “business combination”). Upon completion of the transaction, Green AI Cloud will become a public company expected to list on the NASDAQ Stock Market LLC (“NASDAQ”).

background

Green AI Cloud is headquartered in Stockholm, Sweden, and is working to create a differentiated digital infrastructure platform for the AI era through vertical integration, developing data centers tailored for AI. The company's approach aims to combine the adaptive reuse of existing real estate, sustainable supercomputing power powered solely by renewable energy sources (solar, hydro, and wind), as well as integrated power infrastructure, to support large-scale computing deployments for corporate AI customers. The data centers are designed to operate using 100% renewable energy. They employ a custom liquid cooling system, and the waste heat generated by the AI servers can be recycled into the regional heating infrastructure, which is expected to result in a net negative carbon footprint. The company's platform can be connected to top-tier NVIDIA AI hardware accelerators. Corporate customers can now train generative Transformer (GPT) level models on this platform and obtain corresponding carbon offset commitments through Green AI Cloud's unique, sustainable, and "carbon intelligent" cloud services.

Currently, Green AI Cloud operates and develops in three strategic locations in Sweden. Over time, these sites are expected to support multi-gigawatt (GW) level development pipelines, while also promoting environmental redevelopment in old industrial areas and community cooperation projects. They will lay the foundation for expanding into more markets as the demand for AI data centers continues to grow, making power supply capacity, site readiness, and deployment speed increasingly important. The company's current asset portfolio includes operational, contracted, and planned capacities at multiple sites. Each site has been engineered to meet customers' needs for secure (AI) computing power environments, which cannot be met by large-scale managed data centers.

"This transaction marks an important milestone for Green AI Cloud. We believe it reflects our strategic strength in building the infrastructure necessary for AI in areas where power availability, speed, and execution capability are of utmost importance," said Jacob Bostrom, founder and CEO of Green AI Cloud. "We believe that this opportunity is driven not only by the rising demand from AI but also by the increasingly scarce capacity for power supply and the growing demand for faster and more flexible deployment models. As a public company, we expect entering the public capital market to enhance our ability to accelerate the development of our existing asset portfolio, expand into more strategic markets, and continue to build a leading infrastructure platform for the global AI economy in collaboration with the communities where we operate."

"We are impressed by the ambition of the Green AI Cloud strategy and the progress already made by the management team, which has put this strategy into practice. We believe that the platform established by the company directly meets current market demands, with a focus on power access, accelerated deployment, and AI readiness infrastructure. We think that the business is well-prepared for its next stage of development as a public company, and we look forward to supporting its growth in this next phase to help create long-term shareholder value," said Pioneer Acquisition I Corp CEO Mitchell Creem.

Market Opportunities and Catalysts

The US data center market is experiencing continuous expansion, with growth expected to increase from $126 billion in 2025 to $277 billion by 2033, at an annual growth rate of over 10%. The global AI data center market size is projected to grow from $471.59 billion in 2026 to $2.02352 trillion by 2032, with a compound annual growth rate of 27.5% from 2026 to 2032. Industry growth is mainly driven by AI workloads, rather than traditional enterprise demand. The supply of data center capacity suitable for AI remains tight, and leasing activities are expected to remain high. Power availability has become a major bottleneck in site selection.

The market for data centers in Europe alone is valued at $52.02 billion in 2025 and is expected to reach $139.9 billion by 2031, with a compound annual growth rate of 17.93%. It is projected that the total cumulative investment in European data centers will amount to 176 billion euros between 2026 and 2031.

Green AI Cloud aims to rapidly deliver production capacity for AI in an environment where demand is accelerating, yet power supply and thermal management capabilities are limited. The company's business model focuses on the adaptive reuse of traditional industrial sites combined with 100% renewable energy. It believes this approach can compress the deployment cycle from several years to just a few months, while also reducing reliance on limited public utility grid connections and waiting times.

Transaction Summary

The valuation of the trading pair Green AI Cloud is $300 million in pre-merger equity value, and assuming that the existing public shareholders of Pioneer do not redeem their shares, this means that the value of the merged enterprise is approximately $525 million.

The funds raised are expected to be used to support the development of existing and new data center sites, as well as potential acquisitions. This transaction is anticipated to provide Green AI Cloud with additional channels to access the public capital market, in order to support site development, future expansion, and greater strategic flexibility, as the demand for ready infrastructure in AI continues to grow.

After the transaction is completed, the current management team of Green AI Cloud is expected to continue to lead the merged company ("Merged Company"). Assuming there is no redemption, the shareholders of Pioneer are expected to extend their 100% equity to this public company. This transaction has been approved by the boards of directors of both Green AI Cloud and Pioneer, and is expected to be completed in the second quarter of 2027. However, it still needs to meet the usual delivery conditions, including the approval of the shareholders of Pioneer.

Prior to signing the business merger agreement, the board of directors of Pioneer obtained an opinion on fairness, which concluded that from a financial perspective, the business merger is fair to the shareholders of Pioneer.

A summary of the important terms of the transaction, including a copy of the business merger agreement and other relevant documents, will be included in the 8-K current report submitted by Pioneer to the U.S. Securities and Exchange Commission (“SEC”). Additional information regarding the proposed business merger will be found in the S-4 registration statements that Pioneer and Green AI Cloud will submit to SEC.

Consultant

Mannheimer Swartling Advokatbyr and AB serve as legal advisors to Green AI Cloud, while Winston Taylor LLP serves as the legal advisor to Pioneer.

About Green AI Cloud

Green AI Cloud is a European cloud service provider ("CSP") that provides super computing power ("AI") services for the largest scale of "AI" models. Green AI Cloud performs exceptionally well in terms of cost efficiency and is also one of the most sustainable "CSP" in Europe – making full use of its geographical location in Sweden to access green energy, carbon offset facilities, and data center infrastructure.

About Pioneer Acquisition I Corp

Pioneer Acquisition I Corp is a blank check company established with the purpose of merging with one or more enterprises, conducting mergers and acquisitions, equity exchanges, asset purchases, share purchases, reorganizations, or similar business combinations. Its team possesses extensive industry knowledge and combines operational, investment, financial, and trading experience.

Supplementary information and methods of acquisition

Pioneer and Green AI Cloud plan to submit relevant materials to SEC, including the S-4 registration statement (which may be revised, hereinafter referred to as the "registration statement"). These materials will include the power of attorney from Pioneer and the prospectus related to the business merger, collectively referred to as the power of attorney/prospectus. The official power of attorney and other relevant documents will be sent to the shareholders of Pioneer as of the pending record date in order to vote on the business merger. Shareholders of Pioneer and other relevant parties are urged to read the registration statement, the preliminary power of attorney/prospectus and any revisions thereof, the official power of attorney/prospectus, as well as all other documents that have been or will be submitted to SEC in relation to the special general meeting of shareholders convened by Pioneer for the approval of the business merger, as these documents will contain important information regarding Pioneer, Green AI Cloud, and the business merger. Shareholders can obtain the registration statement and the power of attorney/prospectus for free on the SEC website at www.sec.gov, or by requesting them at the following addresses: Pioneer Acquisition I Corp, 131 Concord Street, Brooklyn, NY 11201; or Green AI Cloud, Inc, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

Call for participants

According to the SEC rule, Pioneer, Green AI Cloud and their respective directors and executives may be considered participants in soliciting proxies from the shareholders of Pioneer regarding the business merger. The names of these directors and executives, as well as their interests in the business merger and their holdings in the securities of Pioneer, are already included or will be included in the SEC documents related to the business merger. For more information regarding the interests of those who may be considered participants in soliciting proxies from the shareholders of Pioneer in accordance with the SEC rule, including the names and interests of the directors and executives of Green AI Cloud, such information will be contained in the proxy/prospectus within the registration statement. You can obtain these documents for free from the aforementioned sources.

Compulsory requirement:

This press release does not constitute a commission, consent, or authorization for any securities or business merger. This press release does not constitute an offer to sell any securities, nor a solicitation of offers to purchase any securities, whether through a business merger or otherwise; no securities sales may be conducted in any jurisdiction where such offers, solicitations, or sales would be illegal under securities laws prior to registration or qualification. No securities issuance may take place unless through a prospectus that complies with the requirements of Section 10 of the revised Securities Act of 1933, or unless an exemption applies.

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or rejected the business combination described in this document, nor has it made any judgment regarding the merits or fairness of such business combination or any related transactions, nor has it assessed the sufficiency or accuracy of the information disclosed in this press release. Any contrary statement constitutes a criminal offense.

Forward-looking Statements

The information contained in this press release includes “forward-looking statements” as defined by the U.S. Federal Securities Laws. Forward-looking statements can be identified by words such as “estimates,” “plans,” “expects,” “predicts,” “intends,” “may,” “will,” “anticipates,” “continues,” “should,” “would,” “believes,” “seeks,” “targets,” “projects,” “potential,” “seems,” “future,” “outlook,” and similar expressions. These expressions predict or indicate future events or trends, or are not statements of historical facts. However, the absence of such words does not mean that a statement is not a forward-looking statement. These forward-looking statements include, but are not limited to: expected benefits and completion timing of business combinations, including an anticipated completion in the second quarter of 2027; pre-merger equity value of the company and the estimated enterprise value of the combined company; intended use of funds raised, including support for the development of existing and new data center sites and potential acquisitions; market opportunities for the company, as well as potential growth in the AI data center markets in the United States and Europe; the company’s strategy, development pipeline, achievements, and growth prospects, including its potential multi-GW development pipeline and the ability to expand into more markets; the company’s ability to compress deployment timelines and reduce reliance on waiting lists for limited utility connections; the company’s sustainability goals and environmental attributes, including its use of renewable energy and carbon footprint; trends in the industry and market in which the company operates, as well as the competitive environment; the company’s ability to enter the public capital markets and raise funds to support its business; and the expectations that the company’s management team will continue to lead the combined company. These statements are based on certain assumptions, whether explicitly stated in this press release or not, and are based on the current expectations of Green AI Cloud and Pioneer management. They are not predictions of actual performance. These forward-looking statements are for informational purposes only and should not be regarded by any investor as a guarantee, warranty, prediction, or statement of definite fact or probability.Actual events and circumstances are difficult or impossible to predict, and will differ from assumptions; moreover, many factors are beyond the control of Green AI Cloud and Pioneer.

These forward-looking statements are subject to risks and uncertainties, including: any events, changes, or other circumstances that may lead to the termination of the business combination agreement; the risk that the business combination may disrupt the company's current plans and operations; the risk that both parties may not be able to achieve the expected benefits of the business combination; the ability to maintain the listing of Pioneer securities on NASDAQ and to maintain the listing of the combined company's securities on NASDAQ after the business combination; costs associated with the business combination; changes in the business, market, financial, political, and legal environments; the company's limited history of operation and lack of experience in operating as a public company; the company's ability to develop sites on schedule and within budget and to convert traditional industrial sites into AI ready, power-supported data center infrastructure; the availability and cost of renewable power and AI hardware accelerators (including GPU); the company's ability to attract and retain corporate customers; the risk that the company's technology and infrastructure, including liquid cooling and heat recovery systems, may not perform as expected; the company's ability to achieve its sustainability goals as anticipated; the methods, assumptions, and third-party data underlying the company's environmental-related statements may change or differ from those used by others; risks related to capital markets, interest rates, and exchange rates; changes or uncertainties in laws and regulations related to Sweden and the European Union, as well as tax, trade conditions, and the macroeconomic and geopolitical environment; data protection or cybersecurity incidents, as well as interruptions to the power grid near or related to the company's data centers; the company's dependence on senior management; the risk that the business combination may not be completed in a timely manner or may not be completed at all, including the risk of not completing it by the business combination deadline of June 20, 2027; and the risk of not being able to obtain an extension if Pioneer seeks one; and the failure to meet the conditions for completing the business combination, including Pioneer shareholder approval; potential reactions to Green AI Cloud after the announcement.The results of any legal proceedings initiated by Pioneer or other parties; the risk that public shareholders may choose to redeem their shares, resulting in insufficient cash for the merged company to carry out its business plan; the risk that an active market for the securities of the merged company may not be formed; and the risk factors discussed in the documents (including registration statements) that Pioneer and Green AI Cloud have submitted or will submit to SEC. If any of these risks occur or the assumptions prove to be incorrect, the actual results may differ significantly from those implied in these forward-looking statements.

There may also be other risks such as Pioneer and Green AI Cloud that are currently unknown to us, or that we consider to be unimportant at this time. These risks could also lead to actual results that differ from those stated in the forward-looking statements. Furthermore, the forward-looking statements reflect the expectations, plans, or forecasts of Pioneer and Green AI Cloud regarding future events as of the date of issuance of this press release. Pioneer and Green AI Cloud anticipate that subsequent events and developments will change their judgments. Although they may choose to update these forward-looking statements at some point in the future, Pioneer and Green AI Cloud explicitly state that they have no obligation to do so. Readers should refer to the latest reports submitted by Pioneer to SEC. Readers are reminded not to rely too heavily on any forward-looking statements, which represent only the views at the time they were made. Except as required by law, Pioneer and Green AI Cloud have no obligation to update or revise these forward-looking statements, whether due to new information, future events, or other reasons.

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