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Major Announcement: US$4.0 Billion Valuation and a US$10.00 Per Share Reference Price, AGAE to Issue Shares to Acquire HyalRoute, a Scarce Southeast Asian Fiber-Optic Infrastructure Leader, Transforming into a Global AI Optical Network Platform Combining “Optical Compute + Optical Transmission”

(Moderate)
(Neutral)

All In FutureTech Alliance (Nasdaq: AGAE) agreed to acquire a 57.67% controlling interest in HyalRoute Fiber-Optic Communication Group for US$2.3068 billion, paid entirely in new AGAE shares at a US$10.00 reference price.

HyalRoute operates about 85,000 km of pan-ASEAN fiber networks and holds a 35-year telecom license in Cambodia. Revenue rose from US$120 million in 2024 to US$219 million in 2025, with net income up from US$60.2 million to US$108.5 million. An independent valuation report indicates a US$4.3 billion appraised value for HyalRoute, compared with a US$4.0 billion acquisition valuation.

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Positive

  • AGAE to acquire 57.67% of HyalRoute for US$2.3068 billion in shares
  • US$10.00 per share reference price unanimously accepted by all HyalRoute sellers
  • HyalRoute operates approximately 85,000 km of pan-ASEAN fiber-optic networks
  • HyalRoute revenue grew from US$120M (2024) to US$219M (2025)
  • HyalRoute net income increased from US$60.2M (2024) to US$108.5M (2025)
  • Independent report appraises HyalRoute at US$4.3B versus US$4.0B deal valuation

Negative

  • Consideration is fully in newly issued AGAE shares, implying shareholder dilution
  • HyalRoute revenue fell to about US$138M (2020) and US$135M (2021) during COVID-19

News Market Reaction – AGAE

-3.67% 9.5x vol
18 alerts
-3.67% Session close to close
+67.5% Peak Tracked
-9.4% Trough Tracked
$36.95M Market Cap
9.5x Rel. Volume

In the May 22 session, AGAE declined 3.67%, reflecting a moderate negative market reaction. Argus tracked a peak move of +67.5% during that session. Argus tracked a trough of -9.4% from its starting point during tracking. Our momentum scanner triggered 18 alerts that day, indicating notable trading interest and price volatility. Trading volume was exceptionally heavy at 9.5x the daily average, suggesting significant selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details AGAE’s plan to acquire a 57.67% stake in HyalRoute at a US$4.0 billion val...
Analysis

This announcement details AGAE’s plan to acquire a 57.67% stake in HyalRoute at a US$4.0 billion valuation, paid in shares referenced at US$10.00 each. It would add an 85,000 km pan-ASEAN fiber network and a developing silicon photonics compute center with up to 400 PFLOPS FP8 capacity. In context of recent Nasdaq compliance and reverse-split proposals, investors may focus on closing conditions, integration execution, and how HyalRoute’s US$219 million 2025 revenue and US$108.5 million net income reshape the combined profile.

Key Figures

HyalRoute valuation: US$4.0 billion Stake acquired: 57.67% Total consideration: US$2.3068 billion +5 more
8 metrics
HyalRoute valuation US$4.0 billion Overall valuation used for AIFA’s acquisition terms
Stake acquired 57.67% Controlling interest in HyalRoute to be acquired by AIFA
Total consideration US$2.3068 billion Consideration for 57.67% HyalRoute interest, paid in AGAE shares
Share reference price US$10.00 per share Reference price for newly issued AGAE consideration shares
Fiber network length 85,000 kilometers Total pan-ASEAN fiber-optic network owned by HyalRoute
2025 revenue US$219 million HyalRoute revenue recovery in 2025
2025 net income US$108.5 million HyalRoute net income in 2025
Third-party appraisal US$4.3 billion HyalRoute appraised value by Pinetree Advisory and Valuation Limited

Historical Context

5 past events · Latest: May 18 (Positive)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
May 18 Name change, pivot Positive +7.0% Rebranding to AIFA to emphasize AI and digital infrastructure strategy.
May 11 Reverse split proposal Negative -13.0% Special meeting to approve reverse stock split to address Nasdaq bid price.
May 11 Nasdaq delisting risk Negative -13.0% Nasdaq staff determination citing sub-$1.00 price and 10-K filing delay.
May 04 AI center, rebrand plan Positive -9.9% Proposed AI supercomputing center and rebranding backed by note financing.
Apr 27 Non-binding lock-up Neutral -9.1% Major shareholder’s temporary, non-binding no-sale commitment through year-end.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent news often drives sizable moves, with several governance and capital-structure updates leading to double-digit percentage reactions, and occasional divergences when strategic announcements do not translate into gains.

Recent Company History

Over the past month, AGAE has pursued a strategic pivot from gaming to AI-focused digital infrastructure. On Apr 27, a major shareholder’s temporary no-sale commitment preceded a -9.08% move. Early May brought plans for a Hainan silicon photonics AI supercomputing center and related financing, followed by reverse-split and Nasdaq compliance proposals that saw shares fall around -10% to -13%. The official rebranding to AIFA on May 18 coincided with a 7.03% rise. Today’s HyalRoute acquisition further advances the AI and fiber-optic infrastructure strategy outlined in those filings.

Key Terms

silicon photonics, co-packaged optics (CPO), gpu, pue, +3 more
7 terms
silicon photonics technical
"using the latest 2026-generation silicon photonics co-packaged optics (CPO) architecture"
Silicon photonics is the technology that uses tiny structures etched into silicon chips to generate, control and detect light for moving data and sensing, essentially putting optical fiber functions onto a computer chip. For investors, it matters because it can dramatically increase data speed and energy efficiency in data centers, telecom networks and advanced sensors, potentially lowering costs and enabling new products much like replacing many metal wires with faster, low-power optical highways.
co-packaged optics (CPO) technical
"using the latest 2026-generation silicon photonics co-packaged optics (CPO) architecture"
Co-packaged optics (CPO) are a way of placing optical transmitters and receivers directly next to or on the same chip package as a high-speed switch or processor, rather than keeping them on separate circuit boards. By moving the light-based communications closer to the switching brain, CPO cuts power use, reduces delay and can greatly increase data capacity — changes that can lower operating costs, enable denser data centers, and shift competitive dynamics among hardware suppliers and cloud operators.
gpu technical
"expected to deploy NVIDIA Vera Rubin flagship GPU clusters, with FP8 compute capacity"
A GPU (graphics processing unit) is a specialized computer chip designed to handle many calculations at once, originally for rendering images and video but now widely used for tasks like artificial intelligence, data analysis and high-performance computing. Investors watch GPU demand and prices because strong sales often signal growth for chip makers and their customers, affect profit margins and capital spending, and can forecast wider trends in gaming, AI adoption and cloud services.
pue technical
"immersion liquid cooling system, with target PUE as low as 1.08–1.10"
Power Usage Effectiveness (PUE) measures how efficiently a data center uses energy by comparing total facility power to the power used by the computing equipment; a PUE of 1.0 means all power goes to servers, while higher numbers indicate more energy spent on cooling and infrastructure. Investors care because lower PUE usually means lower operating costs and better environmental performance, similar to choosing a fuel‑efficient car to save money and reduce waste.
submarine cable system technical
"As an official consortium member of the AAE-1 submarine cable system, HyalRoute Group owns"
A submarine cable system is a network of fiber-optic cables laid on the seafloor that carries internet, voice and data traffic between countries and continents — like an underwater highway for digital information. Investors care because these cables underpin global connectivity: they determine how fast and cheaply data moves, create long-lived infrastructure assets with high upfront costs and steady revenue potential for operators, and pose outage, political and regulatory risks that can affect many businesses.
ebitda financial
"the company maintained strong profitability, with EBITDA reaching approximately US$268 million"
EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.
View in glossary
immersion liquid cooling technical
"CPO interconnect network and immersion liquid cooling system, with target PUE"
Immersion liquid cooling is a method of keeping computer servers and chips cool by submerging them in a specially designed, non-conductive liquid that carries heat away more efficiently than air. For investors, it matters because it can lower energy and cooling costs, enable higher-performance computing in the same space, and reduce hardware wear—factors that can improve margins, capital efficiency, and the environmental footprint of data centers or high-performance computing operations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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NEW YORK, May 22, 2026 (GLOBE NEWSWIRE) -- All In FutureTech Alliance Inc. (Nasdaq: AGAE) (“AIFA” or the “Company”) today announced that the Company has entered into a package of transaction definitive agreements to acquire an aggregate 57.67% controlling interest in HyalRoute Fiber-Optic Communication Group (“HyalRoute”). This acquisition marks a major milestone in AIFA’s transformation into a global technology operating platform with “optics-centered” AI infrastructure.

1. US$10.00 Per Share Reference Price: AIFA Board and Management’s Strategic Reassessment of the Company’s Value and Market Recognition

Based on an overall valuation of US$4.0 billion for HyalRoute, the total consideration for the acquisition of a 57.67% controlling interest is US$2.3068 billion, payable entirely through the issuance of newly issued AGAE common shares. For purposes of calculating the number of consideration shares, the issuance price is uniformly set at a reference price of US$10.00 per share.

The transaction structure adopts a phased payment mechanism using unregistered consideration shares, with corresponding asset delivery milestones designed to provide substantial protection for the interests of the buyer, AGAE.

The share issuance reference price has been unanimously accepted by all sellers in the transaction, which strongly reflects the parties’ confidence in the Company’s strategic value as an “optics-centered AI infrastructure” platform and in the underlying asset value of HyalRoute. This is not merely an asset acquisition; it is also a clear statement of confidence by AGAE’s Board, management, and the asset sellers in the Company’s future value.

2. Overview of HyalRoute Fiber-Optic Communication

HyalRoute Group is one of the largest fiber-optic transmission and optical compute companies in emerging markets. After nearly 20 years of development, and supported by the current wave of AI-driven demand, HyalRoute has become an extremely scarce infrastructure resource in the market.

HyalRoute owns a pan-ASEAN fiber-optic network totaling approximately 85,000 kilometers, including approximately 35,000 kilometers of completed fiber-optic network in the Philippines. In Cambodia, HyalRoute owns approximately 23,000 kilometers of fiber-optic network, achieving 100% coverage across all 25 provinces and municipalities. It is the only owner of directly buried backbone optical networks and metropolitan optical networks in Cambodia, and holds a 35-year telecommunications operating license. In other ASEAN countries, including Myanmar, Laos, Thailand and others, HyalRoute has built approximately 26,000 kilometers of fiber-optic backbone networks, and enables cross-border transmission scheduling through interconnection nodes in Singapore and Malaysia.

As an official consortium member of the AAE-1 submarine cable system, HyalRoute Group owns 1,700 Gbps of capacity in submarine cable resources spanning Asia, Africa and Europe, with a total length of approximately 25,000 kilometers. HyalRoute also wholly owns the Cambodia landing station. This landing station is a critical communications node connecting China with Europe and North America, and Southeast Asia with the Middle East, and has significant strategic value for cross-border optical transmission.

At the same time, HyalRoute Group is developing a compute center in ASEAN using the latest 2026-generation silicon photonics co-packaged optics (CPO) architecture. The center is expected to deploy NVIDIA Vera Rubin flagship GPU clusters, with FP8 compute capacity of up to 400 PFLOPS, combined with a fully silicon photonics-based high-speed CPO interconnect network and immersion liquid cooling system, with target PUE as low as 1.08–1.10. The center is designed to support trillion-parameter large-model training and inference, with optical resource utilization expected to exceed 90%.

Based on partially audited reports and financial statements for the period from 2016 through 2025, HyalRoute Communication Group Limited demonstrated strong operating performance prior to its proposed New York Stock Exchange listing filing. Its revenue increased from approximately US$200 million in 2016 to approximately US$355 million in 2019. During this period, the company maintained strong profitability, with EBITDA reaching approximately US$268 million in 2019.

During the COVID-19 pandemic, the company’s operating performance was affected, with revenue declining to approximately US$138 million in 2020 and approximately US$135 million in 2021. In recent years, however, the company’s business has shown signs of rapid recovery. Revenue increased from approximately US$120 million in 2024 to approximately US$219 million in 2025, while net income increased from approximately US$60.2 million in 2024 to approximately US$108.5 million in 2025.

According to a recent valuation report issued by independent third-party valuation firm Pinetree Advisory and Valuation Limited, using a cross-check methodology based on the market approach and income approach, HyalRoute Group’s appraised value is US$4.3 billion. Over the past year, prices of physical fiber-optic assets have increased by more than 600%, while the revaluation of physical asset value has added nearly US$2.0 billion in value. The current valuation represents more than 30% potential recovery upside compared with HyalRoute Group’s US$3.3 billion valuation in the 2024 Hurun Global Unicorn Index. It also represents an approximately 46% to 57% discount to the US$8.0 billion to US$10.0 billion valuation range estimated by Goldman Sachs, Bank of America Merrill Lynch, and Morgan Stanley at the time of HyalRoute Group’s proposed NYSE listing application in 2019.

3. AIFA Chairman and Chief Executive Officer James Li stated:

“This transaction represents the most important milestone in AIFA’s strategic transformation. Since 2023, after nearly three years of negotiations and due diligence, we have finally signed this agreement after resolving shareholder disagreements and addressing corporate governance and compliance risks. We are focused on a dual-engine strategy of acquiring infrastructure assets with long-term strategic value and developing AI application products. HyalRoute’s fiber-optic backbone networks and metropolitan optical networks, cross-border transmission capabilities, and submarine cable connectivity resources are highly complementary to our self-developed AIFA silicon photonics compute and storage center designed to serve global markets.

Since 2026, global AI data center construction has accelerated, driving a sharp increase in demand for fiber-optic transmission. As a result, fiber-optic communications infrastructure has undergone a strategic shift from serving as the “communications bloodstream” to becoming a foundational layer for compute infrastructure.

We believe fiber-optic communications infrastructure will continue to play a foundational role in supporting the next generation of global data transmission, AI computing, enterprise connectivity, cloud services, data centers, and digital infrastructure development. Fiber networks are the transmission layer of the digital economy. As data traffic, bandwidth consumption, and international connectivity demand continue to grow, access to scalable cross-border optical network capacity is becoming increasingly important.

Capital markets are increasingly recognizing the strategic importance of optical and photonic technologies, as reflected by recent investor attention to Lumentum, Corning, and other leading companies in the optical networking sector. We believe HyalRoute provides the Company with an opportunity to access a complementary layer of the optical communications value chain, including physical fiber-optic infrastructure, cross-border data transmission, submarine cable capacity, and cross-border metropolitan optical networks with international gateway connectivity. Together with HyalRoute’s own compute centers and the Company’s planned shared compute and storage center, these assets are expected to form a fully optical infrastructure closed loop.

AIFA will enter a long-duration infrastructure sector that supports global data and computing movement, cloud connectivity, enterprise networks, and future digital infrastructure demand.”

About All In FutureTech Alliance Inc.(AIFA)

All In FutureTech Alliance Inc. (Nasdaq: AGAE), formerly known as Allied Gaming & Entertainment Inc, is growth-oriented company undergoing a strategic transformation from a global experiential entertainment business into an AI-focused digital infrastructure platform. The Company is pursuing opportunities in artificial intelligence infrastructure, silicon photonics-enabled compute, cross-border fiber-optical network transmission, digital infrastructure services, and technology-enabled growth initiatives. Through its proposed AIFA strategic platform, AIFA aims to build an integrated ecosystem combining AI compute capacity, fiber-optic network infrastructure, AI education and AI applications to support long-term value creation.

For detail information about HyalRoute Communication, please visit:

https://alliedgaming.gg/contentList/detail?id=2057003746961002498

Forward Looking Statements

This press release contains certain forward-looking statements under federal securities laws. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “intend” or “continue,” the negative of such terms, or other comparable terminology. These statements include, but are not limited to, statements regarding the Company’s intention to request a hearing before the Panel; the expected stay of any suspension or delisting action pending such hearing; the Company’s ability to present a compliance plan and restore compliance with the Minimum Bid Price Requirement; and the Company’s ability to file the Delinquent 10-K. These forward-looking statements are based on current expectations, estimates, assumptions, and projections and involve known and unknown risks, uncertainties, and other factors—many of which are beyond the Company’s control—that may cause actual results, performance, or achievements to differ materially from those expressed or implied by such statements. Important factors that may affect actual results include, among others, the Company’s ability to execute its growth strategy; the outcome of the Nasdaq hearings panel process; market conditions, regulatory changes, operational challenges; and other risks and uncertainties described under “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on June 9, 2025, and in subsequent filings with the SEC. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.

Contact:

Investor Relations: ir@alliedgaming.gg


FAQ

What did AGAE announce about acquiring HyalRoute on May 22, 2026?

AGAE announced definitive agreements to acquire a 57.67% controlling interest in HyalRoute for about US$2.3068 billion in newly issued shares. According to the company, this supports its shift toward an optics-centered global AI infrastructure platform.

How is the US$10.00 AGAE share reference price used in the HyalRoute deal?

The US$10.00 per share reference price is used to calculate the number of AGAE shares issued as consideration. According to the company, all sellers accepted this price, signaling confidence in AGAE’s optics-centered AI infrastructure strategy and HyalRoute’s asset base.

What is HyalRoute’s fiber-optic network footprint after AGAE’s acquisition announcement (AGAE)?

HyalRoute operates around 85,000 km of pan-ASEAN fiber-optic networks, including 35,000 km in the Philippines and 23,000 km in Cambodia. According to the company, it also holds a 35-year telecom license in Cambodia and submarine cable capacity across Asia, Africa, and Europe.

How has HyalRoute’s revenue and profit trended before AGAE’s acquisition (AGAE)?

HyalRoute revenue grew from about US$200M (2016) to US$355M (2019), then dropped during COVID-19 before recovering to US$219M in 2025. According to the company, net income increased from US$60.2M in 2024 to US$108.5M in 2025.

What valuation did AGAE use for HyalRoute and how does it compare to independent estimates?

AGAE’s transaction is based on a US$4.0 billion valuation for HyalRoute. According to the company, an independent report appraised HyalRoute at US$4.3 billion, higher than the deal valuation and below a prior US$8–10 billion range from global banks.

How will the HyalRoute acquisition affect AGAE shareholders?

The roughly US$2.3068 billion consideration will be paid entirely in newly issued AGAE shares, increasing the company’s share count. According to the company, the deal aims to add strategic fiber and AI infrastructure assets to its platform.

What AI and data center capabilities are planned with HyalRoute under AGAE’s strategy?

HyalRoute is developing an ASEAN compute center using 2026-generation silicon photonics CPO architecture and NVIDIA Vera Rubin GPUs. According to the company, it targets up to 400 PFLOPS FP8 capacity, high optical utilization, and integration with AGAE’s planned shared compute and storage center.