Portfolio Company Update - Vesari Inc

Tekcapital plc

18 September 2026

 

18 September 2026

Tekcapital plc

("Tekcapital" or the "Company")

Vesari Inc. Appoints ARC Group International Limited as its Capital Markets Adviser

 for Contemplated Public Listing

Tekcapital (AIM: TEK), the UK intellectual property investment group focused on creating valuable products that can improve people's lives, is pleased to announce that its portfolio company Vesari Inc. ("Vesari") has engaged ARC Group International Limited ("ARC") as its capital markets adviser in connection with a contemplated business combination with a to be identified special purpose acquisition company ("SPAC") and a related financing.

Information about SPACs

A SPAC is a listed company with no existing trading business, formed to raise cash from public investors, which it holds in trust. Its management team's mandate is to identify a private operating business with which to combine; subject to negotiation of definitive terms, shareholder approval and regulatory clearance, this "de-SPAC" transaction results in the private company becoming publicly listed without undertaking a conventional initial public offering. Such transactions are frequently accompanied by an additional "PIPE" financing (a private investment in public equity) from institutional investors, raised alongside the SPAC's trust proceeds to support the working capital needs of the combined company.

Vesari's Platform

Vesari is developing behind-the-meter, co-located geothermal power generation for hyperscale artificial intelligence computing. Vesari's initial development target is a 100 MW enhanced geothermal system ("EGS") campus in the western United States, in which generation is sited at the point of consumption rather than delivered across the transmission network.

Vesari's technology addresses a major AI buildout bottleneck by eliminating transmission constraints, reducing exposure to price volatility, eliminating burden on public electricity infrastructure and providing 24/7 carbon-free baseload compute. Vesari's intellectual property position comprises twelve United States patent applications filed to date, covering a four-layer closed-loop campus architecture spanning subsurface heat extraction, power conversion and thermal management, compute integration, and a low-earth-orbit optical connectivity layer. Vesari's patent portfolio has been independently valued at US$293m as of 30 June 2026.

Vesari plans to bid on and seeks to secure the exclusive lease rights to one or more properties in the Great Basin from the U.S. Bureau of Land Management for its first campus in the fourth quarter of 2026.

Science Advisory Board

Vesari is assembling a Science Advisory Board ("SAB") of distinguished scientists with deep expertise across the three technical pillars of its platform: geothermal energy; hyperscale power and heat management; and low-Earth-orbit satellite optical data transmission. Together, these disciplines underpin Vesari's vision of clean, firm and highly efficient, behind-the-meter computing infrastructure for the AI era. Dr. Robert K. Podgorney, a leading U.S. geothermal scientist and Enhanced Geothermal Systems (EGS) Lead at Idaho National Laboratory, where he heads the laboratory's EGS research, development and strategy, joined the SAB on 8 September 2026, alongside geothermal scientist Dr. Joseph N. Moore, whose appointment was announced on 17 July 2026 and who is among the world's foremost authorities on the geology and geochemistry of geothermal systems; satellite communications expert Dr. Barry G. Evans, whose appointment was announced on 28 July 2026; and satellite communications researcher Professor Beatriz Soret, whose appointment was announced on 20 August 2026. The SAB is expected to provide insight and inform best practices for the development of Vesari's proprietary, co-located, geothermal-powered data centres.

Ian Hanna, Partner of ARC Group International Limited said: "Vesari is led by an executive team with a demonstrated record of building and financing technology companies, and that leadership is matched by technical acumen and a compelling intellectual property portfolio consisting of twelve filed, non-provisional patent applications which enable a unique, efficient, four-layer campus architecture, and a science advisory board of genuinely first-rank geothermal and satellite communications scientists. The timing of Vesari's offering is also opportune: the constraint on artificial intelligence infrastructure today is firm, clean power delivered where the compute sits, and Vesari's behind-the-meter geothermal approach speaks directly to that need. We are delighted to be working alongside the Vesari team, and our objective is straightforward, to help Vesari become a successful, well-financed public company with the balance sheet and capital markets standing required to execute its business plan."

Clifford M. Gross, Ph.D., Executive Chairman of Tekcapital and of Vesari, commented: "We believe that the build-out of AI is constrained not by chips but by firm power at the point of compute. To address this, Vesari seeks to co-locate geothermal generation with data centres, turning electrons into tokens efficiently, cleanly, and behind the meter. We are enthusiastic to have engaged ARC as our adviser to help us navigate and secure a public listing for Vesari. Their combined deep experience with SPACs and related financings, coupled with their engineering-first approach, is exactly the investment banking skill set we require. This important step follows the progress the Vesari team has made on securing its intellectual property and its science advisory bench. We will keep our shareholders informed as this process develops, and we are clear-eyed that a transaction of this nature, while extraordinarily impactful, is subject to numerous uncertainties."

About Vesari

Vesari is developing the technology for a fully integrated, behind-the-meter, geothermal-powered hyperscale AI compute campus for 24/7 carbon-free compute. Its patent-pending, proprietary architecture is designed to improve the efficiency and economics of AI infrastructure, independent of the public grid. For more information, please visit www.vesari.ai.

About ARC Group International Limited

ARC Group International Limited is a market leader in capital market advisory and SPAC transactions having advised over seven billion in transactions (per SPAC Insider). The firm specializes in providing comprehensive capital markets and investment banking services to emerging growth and mid-market companies globally, with a focus on bridging Asia and Western markets. To learn more, please visit https://arc-group.com/.

About Tekcapital

Tekcapital creates value from investing in new, university and corporate developed discoveries that can enhance people's lives. Tekcapital is quoted on the AIM market of the London Stock Exchange (AIM: TEK) and is headquartered in the UK. For more information, please visit www.tekcapital.com.

Tekcapital plc holds 51% of the common stock of Vesari.

Please note, there can be no certainty that any business combination or related financing will be agreed or completed, nor as to the terms, timing, valuation or size of any such transaction. The Company will provide further updates as and when appropriate in accordance with its disclosure obligations.

For further information, please contact:

Tekcapital Plc		Via Flagstaff
Clifford M. Gross, Ph.D.
SP Angel Corporate Finance LLP (Nominated Adviser and Broker)		[phone]
Matthew Johnson/Charlie Bouverat (Corporate Finance)
Flagstaff Strategic and Investor Communications		[phone]
Tim Thompson/Andrea Seymour/Fergus Mellon

No offer of securities

This announcement is for information purposes only and does not constitute, and shall not be construed as, an offer to sell or the solicitation of an offer to buy any security, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any private placement of securities referred to in this announcement would be made only to a limited number of qualified institutional buyers and institutional accredited investors, and any securities so offered would not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

General Risk Factors and Forward-Looking Statements

This announcement contains statements that are, or may be deemed to be, forward-looking statements, including statements regarding a contemplated business combination and related financing, the development of Vesari's geothermal computing campuses, its intellectual property position and its commercial prospects. These statements are based on the current beliefs and expectations of the directors and are subject to significant risks and uncertainties, including the availability of financing on acceptable terms, the outcome of discussions with potential counterparties, geological and drilling risk, permitting and regulatory approvals, grid and equipment supply constraints, the grant and enforceability of pending patent applications, and changes in law or in federal tax incentives. Actual outcomes may differ materially from those expressed or implied. Except as required by law or the AIM Rules for Companies, the Company undertakes no obligation to update any forward-looking statement.

All statements of opinion or belief contained in this press release, and all views expressed, represent the directors' own current assessment and interpretation of information available to them as at the date of this announcement. In addition, this press release contains certain "forward-looking statements", including, but not limited to, statements regarding the Company's overall objectives and strategic plans, timetables and capital expenditure. Forward-looking statements express, as at the date of this press release, the Company's plans, estimates, valuations, forecasts, projections, opinions, expectations and beliefs as to future events, results or performance. Forward-looking statements involve a number of risks and uncertainties, many of which are beyond the Company's control, and there can be no assurance that such statements will prove to be accurate. No assurance is given that such forward-looking statements or views are correct, or that the objectives of the Company or any of its portfolio companies will be achieved.

The valuation of the Company's portfolio investments and net asset value can and will fluctuate over time due to a wide variety of factors, both company-specific and macro-economic. Changes in net asset value can have a significant impact on the revenue, earnings and prospects of the Company. Accordingly, readers are cautioned not to place undue reliance on these statements or views, and no responsibility is accepted by the Company or any of its directors, officers, employees or agents in respect of them. The Company does not undertake to update any forward-looking statements or other information contained in this press release.

Neither the Company nor any of its shareholders, directors, officers, agents, employees or advisers accepts any responsibility or liability, whether direct or indirect, express or implied, contractual, tortious, statutory or otherwise, in respect of the accuracy or completeness of the information contained in this press release, the opinions expressed herein, or any errors, omissions or misstatements, or for any loss howsoever arising from the use of this press release. Neither the issue of this press release nor any part of its contents is to be taken as any form of contract, commitment or recommendation on the part of the Company or its directors. In no circumstances will the Company be responsible for any costs, losses or expenses incurred in connection with any appraisal, analysis or investigation of the Company. This press release should not be considered a recommendation by the Company or any of its affiliates in relation to any prospective acquisition or disposal of shares in the Company. No undertaking, representation, warranty or other assurance, express or implied, is made or given by or on behalf of the Company, any of its affiliates, or any of their respective directors, officers, employees or any other person as to the accuracy, completeness or fairness of the information or opinions contained in this press release, and no responsibility or liability is accepted for any such errors or omissions.

Intellectual Property Risk Factors

Tekcapital's mission is to create valuable products from university intellectual property that can improve people's lives. Accordingly, the Company's ability to compete in the market may be negatively affected if its portfolio companies lose some or all of their intellectual property rights, if patent rights that they rely on are invalidated, or if they are unable to obtain other intellectual property rights. The Company's success will depend on the ability of its portfolio companies to obtain and protect patents on their technologies and products, to protect their trade secrets, and to maintain their rights to licensed intellectual property and technologies.

Patent applications filed by the Company's portfolio companies, or by their licensors, may not result in the issue of patents in the United States or in any other countries, and any patents that are issued may not afford meaningful protection for the relevant technologies and products. Third parties may challenge such patents through proceedings including interference, opposition and re-examination, or through litigation seeking to establish patent invalidity. In the event that one or more such patents are challenged, a court may hold the patent invalid or unenforceable, which could harm the competitive position of the relevant portfolio company and, in turn, the Company. If one or more of a portfolio company's patents are invalidated or held to be unenforceable, or if the scope of the claims in any such patent is limited by a court decision, the portfolio company could lose certain market exclusivity afforded by patents owned or in-licensed by it, and competitors could more readily bring competing products to market. The uncertainties and costs surrounding the prosecution of patent applications, and the cost of enforcing or defending issued patents, could have a material adverse effect on the business and financial condition of the Company and its portfolio companies.

To protect or enforce their patent rights, the Company's portfolio companies may need to initiate interference proceedings, oppositions, re-examinations or litigation against third parties. Such activities are expensive, time-consuming, and may divert management attention from other business priorities. The portfolio companies may not prevail in such activities, and an unsuccessful outcome could give the prevailing party superior rights to the relevant inventions or technologies, which could adversely affect the portfolio companies' ability to commercialise their products and services successfully. Conversely, claims by other parties that a portfolio company's products or technologies infringe their intellectual property rights may also adversely affect the portfolio companies and, in turn, the Company.

From time to time, third parties may assert patent, copyright or other intellectual property rights against the products or technologies of the Company's portfolio companies. Such claims may result in litigation being brought against the relevant portfolio company or its holding company. The portfolio companies (and the Company) may not prevail in any litigation alleging patent infringement, given the complex technical issues and inherent uncertainties involved in intellectual property litigation. If any of a portfolio company's products, technologies or activities, particularly those from which it derives, or expects to derive, a substantial portion of its revenues, are found to infringe a third party's intellectual property rights, the portfolio company could be subject to an injunction requiring the removal of the relevant product from the market, or could be required to redesign the product at material cost. It could also be ordered to pay damages or other compensation, including punitive damages and attorneys' fees. A negative outcome in any such litigation could disrupt sales to customers, harm customer relationships, and reduce market share and revenue. Even where the portfolio company is ultimately successful in defending intellectual property litigation, such proceedings are expensive and time-consuming to address, divert management attention, and may damage the reputation of the relevant portfolio company and the Company.

Several of the Company's portfolio companies may be subject to complex and costly regulations. If government regulations are interpreted or enforced in a manner adverse to them, they may be subject to enforcement actions, penalties, exclusion or other material limitations on their operations, any of which could have a negative impact on their financial performance.

All the risks set out above could have a material adverse effect on the Company's share price, net asset value, revenue, profitability, performance and the overall success of its business and the portfolio companies in which it has invested.

 

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