Mobile-health Network Solutions Enters Definitive Agreement to Acquire PPG and Kuching Data Center Asset

Rhea-AI Summary

Mobile-health Network Solutions (NASDAQ: MNDR) entered a definitive Sale and Purchase Agreement on March 16, 2026 to acquire 100% of PP Grid Sdn. Bhd. (PPG) for US$1,500,000, satisfied by converting a prior refundable deposit.

PPG holds a minimum 96.5% equity interest in IRIX Properties, owner of Lot 728 in Kuching, planned for a 25 MW AI-optimized data center. Closing is conditional on the vendor securing 96.5% of IRIX shares, obtaining data center permits, and Malaysian foreign-ownership clearances. The SPA includes clawback protection and 12 months of post-close assistance from the vendor. The company plans to list the Cayman SPV to fund further infrastructure development.

Positive

• Secures site for a 25 MW AI-optimized data center at Lot 728, Kuching
• Acquisition consideration of US$1.5M funded via deposit conversion
• Definitive SPA moves project from MOU to an asset-backed transaction
• Vendor to provide 12 months post-close integration support

Negative

• Completion contingent on vendor securing 96.5% of IRIX shares
• Requires all AI data center permits and Malaysian foreign-ownership clearances
• Clawback clause creates potential repayment risk if warranties or transfer fail
• Listing of the Cayman SPV to fund development remains conditional and uncertain

Key Figures

PPG purchase consideration: US$1,500,000 Planned capital injection: MYR 500 million (about US$127 million) Minimum independent raise: US$100 million +5 more

8 metrics

PPG purchase consideration US$1,500,000 Converted from refundable deposit under November 2025 MOU

Planned capital injection MYR 500 million (about US$127 million) To build Malaysian AI-optimized data centres

Minimum independent raise US$100 million Company expects to raise to show financial capacity

Equity stake to PP GRID shareholder 65% Expected ownership in the company under MOU structure

Kuching data center capacity 25 MW Planned AI-optimized data center on Kuching Land

Registered resale shares 7,969,079 shares Class A shares registered on F-1 for resale

SEPA commitment size $10.0 million Standby equity purchase agreement commitment over 36 months

Max proceeds to company $7,243,893 Potential gross proceeds if all SEPA shares are sold

Market Reality Check

Price: $0.9702 Vol: Volume 143,267 is modestl...

normal vol

$0.9702 Last Close

Volume Volume 143,267 is modestly above the 20-day average of 134,377 ahead of this acquisition update. normal

Technical Shares at 0.97025 trade well below the 200-day MA of 3.16 and are 91.88% under the 52-week high, nearer to the 52-week low.

Peers on Argus

MNDR fell 5.8% while key Health Information Services peers like HCAT, LFMD, SLP ...

MNDR fell 5.8% while key Health Information Services peers like HCAT, LFMD, SLP and CCLD show positive moves, indicating a stock-specific reaction rather than a sector-wide move.

Previous Acquisition Reports

2 past events · Latest: Sep 11 (Positive)

Same Type Pattern 2 events

Date	Event	Sentiment	Move	Catalyst
Sep 11	Acquisition financing	Positive	-6.1%	US$900,000 strategic investment to fund Lifepack acquisition and Indonesia entry.
Apr 30	Planned acquisition	Positive	+9.9%	Announced up to US$7.2M Lifepack acquisition to expand into Indonesia.

Pattern Detected

Past acquisition-related announcements have produced mixed reactions, with one notable selloff and one strong gain.

Recent Company History

Over the past year, MNDR has used acquisitions and related financing to expand regionally. On Apr 30, 2025, it announced plans to acquire Indonesian pharmacy platform Lifepack for up to US$7.2 million, which coincided with a 9.86% gain. A later US$900,000 strategic investment on Sep 11, 2025 to support that deal saw a 6.14% decline. Today’s Kuching data center acquisition continues this acquisition-led growth path.

Historical Comparison

+1.9% avg move · In the last year, MNDR reported two acquisition-related updates with an average move of 1.86%, showi...

acquisition

+1.9%

Average Historical Move acquisition

In the last year, MNDR reported two acquisition-related updates with an average move of 1.86%, showing that deal news has historically produced moderate but mixed price reactions.

Acquisition activity progressed from intending to acquire Lifepack and securing related funding toward infrastructure-focused deals, now extending into AI data center assets via PPG and Kuching land.

Market Pulse Summary

This announcement advances MNDR from MOU-stage concepts to a definitive, asset-backed acquisition fo...

Analysis

This announcement advances MNDR from MOU-stage concepts to a definitive, asset-backed acquisition for a 25 MW AI-optimized data center in Kuching, using a US$1,500,000 consideration and a structured SPV. Recent filings highlight additional capital pathways, including a $10.0 million SEPA and registered resale shares. Investors may track closing conditions, Malaysian regulatory clearances, and execution on the planned large-scale capital injection to gauge future impact.

Key Terms

special purpose vehicle, sale and purchase agreement, data center

3 terms

special purpose vehicle financial

"MNDR will acquire PPG through a Cayman Islands Special Purpose Vehicle (SPV)."

A special purpose vehicle (SPV) is a separate legal entity created to isolate financial risk or hold specific assets, much like a dedicated safe for a particular investment or project. Investors pay attention to SPVs because they can influence how risks and rewards are managed, and sometimes they are used to structure transactions more efficiently or hide certain financial details.

sale and purchase agreement financial

"it entered into a definitive Sale and Purchase Agreement ("SPA") to acquire 100%"

A sale and purchase agreement is a binding written contract that sets out the exact terms under which one party sells and another buys assets or a business, much like the detailed receipt and instructions you get when buying a house. It matters to investors because it defines the price, what is included, payment timing, and any promises or protections — all of which determine future cash flows, risk, and the value of the companies involved.

data center technical

"designated for the development and construction of a 25 MW AI-optimized data center."

A data center is a secure facility that houses large numbers of computers, storage devices and networking gear that run, store and move digital information for businesses and online services. Investors treat data centers like modern warehouses: their occupancy, energy efficiency, connectivity and long-term service contracts drive steady revenue and capital needs, so changes in demand or costs can directly affect profitability and growth prospects.

AI-generated analysis. Not financial advice.

Singapore, Singapore--(Newsfile Corp. - March 20, 2026) - Mobile-health Network Solutions (NASDAQ: MNDR) ("MNDR" or the "Company"), a leading AI HealthTech platform, today announced that, on March 16, 2026, it entered into a definitive Sale and Purchase Agreement ("SPA") to acquire 100% of the issued share capital of PP Grid Sdn. Bhd. ("PPG") from Dato' Ling Tiung Leng (Stanley Ling).

Strategic Acquisition Structure

This definitive agreement marks the formal execution of the strategic roadmap established by the Company's Memorandum of Understanding (MOU) dated November 19, 2025, and the Strategic Cooperation MOU dated March 15, 2026.

Under the terms of the SPA, MNDR will acquire PPG through a Cayman Islands Special Purpose Vehicle (SPV). PPG will serve as the primary holding vehicle for a minimum 96.5% equity interest in IRIX Properties Sdn. Bhd., which holds the legal and beneficial title to Lot 728, Block 3, Salak Land District (the "Kuching Land"). This site is designated for the development and construction of a 25 MW AI-optimized data center.

Key Transaction Terms and Relationship

• Consideration: The purchase consideration is US$1,500,000, satisfied by the conversion of the refundable deposit previously rendered by MNDR under the November 2025 MOU.

• Milestone Progression: This SPA transitions the project from the conceptual "ProjectCo" framework mentioned in earlier MOUs to a definitive asset-backed acquisition of PPG and IRIX Properties.

• Conditions Precedent: Completion is subject to the Vendor securing 96.5% of IRIX Shares, obtaining all necessary AI data center permits, and receiving regulatory clearances for Malaysian foreign ownership restrictions.

• Clawback Protection: The agreement includes a clawback mechanism where the Vendor must repay the consideration if warranties are breached or the transfer of IRIX/Kuching Land fails.

• Operational Integration: Dato' Stanley Ling will provide post-completion assistance for 12 months to support integration and the development of the Kuching Land.

"We are thrilled to enter into this definitive agreement," said MNDR Co-CEO Dr. Siaw Tung Yeng. "This represents a major milestone in our strategic evolution. Having successfully concluded the acquisition framework for the Kuching AI Data Center, we are working closely with Dato' Stanley Ling to ensure this infrastructure meets our internal AI processing demands while providing high-density capacity for third-party users. This transforms MHNS into a leading AI-powered health and technology ecosystem."

Mr. Ling added, "My decision to integrate PPG into the MNDR AI ecosystem is rooted in deep confidence in our common mission. We are not just building a facility; we are building the engine that will power the future of accessible, AI-humanized healthcare on a global scale."

The ultimate commercial objective remains the listing of the Cayman SPV on a recognized stock exchange to fund ongoing AI data center infrastructure development.

Completion of the acquisition pursuant to the SPA remains subject to customary closing conditions.

MNDR will provide further updates upon this completion.

About Mobile-health Network Solutions

Mobile-health Network Solutions is a leading AI-powered digital health platform headquartered in Singapore, with operations across Southeast Asia and expanding into the US. The company provides telemedicine, AI-driven health tools, and virtual clinic infrastructure to empower patients and doctors worldwide. Its mission is to make healthcare accessible, intelligent, and human-through technology. For more information, please visit https://investors.manadr.com/.

Forward-Looking Statements

Certain statements contained in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the expected trading commencement and closing dates. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," "would" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company's expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following: the Company's ability to execute our strategies, manage growth and maintain our corporate culture; the Company's future business development, financial conditions and results of operations; expectations regarding demand for and market acceptance of our products and services; changes in technology; economic conditions; the growth of the telehealth solutions industry in Singapore and the other international markets the Company plans to serve; reputation and brand; the impact of competition and pricing; government regulations; fluctuations in general economic and business conditions in Singapore and the international markets the Company plans to serve and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Any forward-looking statements contained in this press release speak only as of the date hereof, and Mobile-health Network Solutions specifically disclaims any obligation to update any forward-looking statement, whether because of new information, future events or otherwise, except as required by law.

For media inquiries, please contact:

Mobile-health Network Solutions Investor Relations Contact:

2 Venture Drive, #07-06/07 Vision Exchange
Singapore 608526
(+65) 6222 5223
Email: investors@manadr.com

Investor Relations Inquiries:

Skyline Corporate Communications Group, LLC
Scott Powell, President
1177 Avenue of the Americas, 5^th Floor
New York, New York 10036
Office: (646) 893-5835
Email: info@skylineccg.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/289403

FAQ

What did MNDR announce on March 16, 2026 about acquiring PPG (MNDR)?

MNDR announced a definitive SPA to acquire 100% of PPG for US$1,500,000, paid by converting a prior refundable deposit. According to the company, PPG holds at least 96.5% of IRIX, which owns Lot 728 planned for a 25 MW AI data center.

How will the Kuching land and data center be owned after the MNDR (MNDR) acquisition?

The acquisition transfers PPG into a Cayman SPV that will hold PPG and its minimum 96.5% stake in IRIX Properties. According to the company, IRIX owns Lot 728, designated for the planned 25 MW AI-optimized data center.

What closing conditions could delay the MNDR purchase of PPG (MNDR)?

Closing depends on the vendor securing 96.5% of IRIX shares, obtaining all AI data center permits, and Malaysian foreign-ownership clearances. According to the company, these conditions are customary and required before completion under the SPA.

What protections does MNDR have if the PPG transaction (MNDR) fails?

The SPA includes a clawback mechanism requiring the vendor to repay consideration if warranties are breached or the IRIX/Kuching land transfer fails. According to the company, this provides repayment protection against specified failures.

Will MNDR fund the Kuching data center through an exchange listing (MNDR)?

The company intends to list the Cayman SPV on a recognized stock exchange to fund ongoing AI data center development. According to the company, the listing is an ultimate commercial objective but remains contingent on completion and market conditions.

What operational support will Dato' Stanley Ling provide after the MNDR (MNDR) deal closes?

Dato' Stanley Ling will provide post-completion assistance for 12 months to support integration and Kuching Land development. According to the company, this support aims to help transition the asset into the MNDR AI ecosystem and initial operations.