AIOS Tech To Acquire SmartCore For ~33.3M AIOS Shares Valued At ~$100M

Company entered into a transaction agreement (the "Transaction Agreement") with Better Way Holdings Limited, Novo Spring Management Limited and Cloud Spring Limited (collectively, the "Sellers"), which collectively hold all of the issued and outstanding shares of SmartCore Holdings Limited ("SmartCore"). Pursuant to the Transaction Agreement, AIOS agreed to acquire all of the issued and outstanding shares of SmartCore in an all-stock transaction valued at approximately US$100 million.

Under the Transaction Agreement, the Company will issue to the Sellers an aggregate of 33,333,334 Class A common shares, par value US$0.0001 per share of AIOS (the "Consideration Shares"). The parties valued the Consideration Shares at US$3.00 per share for purposes of the transaction, resulting in aggregate purchase consideration of approximately US$100 million. No cash consideration is payable by the Company. Based on 3,249,337 Class A common shares and 5,000,000 Class B common shares outstanding immediately before the closing, and assuming no other share issuances before the closing, the Sellers are expected to hold approximately 80.16% of the Company’s total issued and outstanding shares and approximately 6.21% of its total voting power immediately after the issuance of the Consideration Shares. Each Class A common share carries one vote, and each Class B common share carries 100 votes. Subject to the exceptions specified in the Transaction Agreement, the Consideration Shares issued to Better Way Holdings Limited may not be transferred or otherwise disposed of for 60 months after the closing.

Before the closing, the Sellers will complete a series of restructuring and reorganization arrangements (the "Reorganization") in accordance with the Transaction Agreement. Following completion of the Reorganization and immediately before the closing, AIMatrix Limited, a company incorporated in Hong Kong, Happy Fortune Data Limited, a company incorporated in Macao, and Coco Cloud Technology Pte. Ltd., a company incorporated in Singapore, will be wholly owned subsidiaries of SmartCore, and SmartCore will indirectly own 80% of EasyPay (Thailand) Co., Ltd., a company incorporated in Thailand. These entities are referred to collectively as the "Target Group."

Following the Reorganization, the Target Group is expected to operate primarily in two service categories:

IDC Interconnection Services — Providing cross-border network connectivity, bandwidth optimization and global data traffic management services to downstream customers through overseas sales channels.

IDC Services — Including customized server hosting, IP address allocation and bandwidth management services.

The transaction is expected to close on or before November 30, 2026, subject to completion of the Reorganization and the satisfaction or waiver of the other closing conditions set forth in the Transaction Agreement. There can be no assurance that the closing conditions will be satisfied or waived or that the transaction will be completed by that date or at all. AIOS believes that the Target Group’s cross-border IDC connectivity and data center service capabilities may complement the Company’s existing portfolio of IT infrastructure, financial industry IT services and AI solutions. Following the Reorganization, the Target Group is expected to operate in Hong Kong, Macao, Singapore and Thailand. If completed, the transaction is expected to expand AIOS’s geographic coverage in the Greater Bay Area and Southeast Asia.