AIOS Tech Inc. Announces Agreement to Acquire SmartCore Holdings in All-Stock Transaction Valued at Approximately US$100 Million

The sellers are expected to hold approximately 80.16% of outstanding shares but 6.21% of voting power after issuance.

Rhea-AI Summary

AIOS Tech (Nasdaq: AIOS) agreed to acquire all of SmartCore Holdings in an all-stock transaction valued at approximately US$100 million. AIOS will issue 33,333,334 Class A common shares, valued for the transaction at US$3.00 each, with no cash consideration payable.

Assuming no other pre-closing share issuances, the sellers are expected to hold approximately 80.16% of outstanding shares and 6.21% of voting power after issuance. Better Way Holdings’ consideration shares carry a 60-month post-closing transfer restriction, subject to specified exceptions.

Closing is expected on or before November 30, 2026, subject to the sellers completing a reorganization and other closing conditions being satisfied or waived. AIOS expects the acquisition, if completed, to expand its Greater Bay Area and Southeast Asia coverage through cross-border network connectivity and data center services.

3 points · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 3 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major pointApproximately US$100 million acquisition agreement covers all SmartCore shares, with no cash consideration payable. 2.8× market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.AIOS expects the acquisition, if completed, to expand Greater Bay Area and Southeast Asia coverage.
• Minor point. Forward-looking: it has not happened yet and may not happen.Better Way Holdings’ consideration shares face a 60-month post-closing transfer restriction, subject to specified exceptions.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.33,333,334 new Class A shares, valued for the transaction at US$3.00 each, dilute existing holders.
• Minor point. Forward-looking: it has not happened yet and may not happen.Sellers are expected to hold approximately 80.16% of shares and 6.21% of votes, assuming no other pre-closing issuances.
• Minor point. Forward-looking: it has not happened yet and may not happen.Expected closing on or before November 30, 2026 depends on reorganization completion and other conditions being satisfied or waived.

News Explained

If the acquisition closes after the reorganization and other conditions, issuing the agreed shares would reduce existing holders’ percentage ownership; Class B shares carry 100 votes each versus one for Class A, so sellers’ expected 80.16% share ownership would equal 6.21% of voting power.

Key Figures

Transaction value: Approximately US$100 million Consideration shares: 33,333,334 Class A common shares Consideration share value: US$3.00 per share +3 more

Transaction value

Approximately US$100 million

All-stock acquisition of SmartCore

Consideration shares

33,333,334 Class A common shares

Aggregate shares to be issued to the Sellers

Consideration share value

US$3.00 per share

Value assigned for purposes of the transaction

Seller ownership after issuance

Approximately 80.16% of total shares; approximately 6.21% of total voting power

Expected immediately after issuance, assuming no other share issuances before closing

Transfer restriction

60 months

Applies to Consideration Shares issued to Better Way Holdings Limited, subject to exceptions

Expected closing deadline

On or before November 30, 2026

Subject to completion of the Reorganization and other closing conditions

Key Terms

all-stock transaction, par value

2 terms

all-stock transaction financial

"acquire all of the issued and outstanding shares of SmartCore in an all-stock transaction"

An all-stock transaction is a deal where one company acquires another using only its own shares instead of cash or other assets. For investors, this means exchanging ownership stakes rather than cash, which can affect the value and control of the companies involved. It often signals a focus on growth and can influence the stock prices of both companies.

par value financial

"Class A common shares, par value US$0.0001 per share"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

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

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Transaction would add cross-border network connectivity, data center capabilities to AIOS's AI-driven digital infrastructure platform

HONG KONG, Oct. 19, 2026 (GLOBE NEWSWIRE) -- AIOS Tech Inc. (Nasdaq: AIOS) (“AIOS” or the “Company”), a Hong Kong-based AI and technology-driven professional service provider, today announced that it has 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.

“The Target Group’s cross-border connectivity and data center capabilities are expected to complement our existing IT infrastructure and AI service offerings,” said Guo Li, Co-Chief Executive Officer of AIOS Tech Inc. “If completed, this transaction would expand our regional reach and strengthen our ability to serve customers in the Greater Bay Area and Southeast Asia. We look forward to working with the SmartCore team to pursue these opportunities.”

About AIOS Tech Inc.

AIOS Tech Inc. provides technology-driven professional services, including information technology solutions, data services and AI-enabled offerings. The Company’s activities include digital transformation services, IT solutions for the financial sector, enterprise data solutions, and the development of AI platforms and infrastructure. For more information, visit https://ir.aiosinc.com/.

About SmartCore Holdings Limited

Following completion of the Reorganization, SmartCore Holdings Limited is expected, through the Target Group companies in Hong Kong, Macao, Singapore and Thailand, to provide IDC connectivity and IDC services, including cross-border network interconnection, bandwidth optimization, management of global data traffic, customized server hosting, IP address allocation and bandwidth management.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the expected timing and completion of the transaction and the Reorganization; the issuance and value of the Consideration Shares; the Sellers’ expected post-closing ownership and voting power; the anticipated benefits of the transaction; and the Company’s plans for integration, service offerings and geographic expansion. Forward-looking statements are based on current expectations and assumptions and involve risks and uncertainties that could cause actual results to differ materially, including the risks that the Reorganization or other closing conditions may not be completed, satisfied or waived; required approvals or consents may not be obtained; the transaction may be delayed or may not be completed; the Company’s capitalization may change before closing; the anticipated benefits of the transaction may not be realized; the Target Group may not be integrated successfully; the transaction may disrupt the businesses of the Company or the Target Group; and the Company may experience changes in market conditions, customer demand, competition, regulation, or the trading price of its securities. Additional risks and uncertainties are described in the Company’s filings with the U.S. Securities and Exchange Commission, available at www.sec.gov. Readers should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to update any forward-looking statement, except as required by law.

Website: https://ir.aiosinc.com/

Investor and Media Contact

AIOS Tech Inc.
Email: ir@aiosinc.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the terms of AIOS Tech’s SmartCore acquisition?

AIOS will acquire all SmartCore shares for 33,333,334 Class A common shares, valued for the transaction at US$3.00 per share, or approximately US$100 million. No cash consideration is payable. The sellers are Better Way Holdings, Novo Spring Management and Cloud Spring.

When is AIOS Tech’s SmartCore acquisition expected to close?

The acquisition is expected to close on or before November 30, 2026, subject to completion of the sellers’ reorganization and satisfaction or waiver of other closing conditions. Completion by that date, or at all, is not assured.

Which businesses will AIOS acquire through SmartCore after the reorganization?

Immediately before closing, following the reorganization, SmartCore will wholly own AIMatrix, Happy Fortune Data and Coco Cloud Technology and indirectly own 80% of EasyPay (Thailand). The Target Group is expected to operate in Hong Kong, Macao, Singapore and Thailand, providing cross-border network connectivity and data center services.

Why would SmartCore’s sellers hold a smaller voting stake than ownership stake in AIOS?

Each AIOS Class A share carries one vote, while each Class B share carries 100 votes. The expected post-issuance stakes use 3,249,337 Class A shares and 5,000,000 Class B shares outstanding immediately before closing and assume no other share issuances before closing.