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

Mobile-health Network Solutions (NASDAQ: MNDR) entered a definitive Sale and Purchase Agreement on March 16, 2026 to acquire 100% of PP Grid Sdn.

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

Argus Mar 20 session

+25.74% close to close Open Argus

Details

News Market Reaction – MNDR

In the Mar 20 session, MNDR gained 25.74%, reflecting a significant positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock surged +25.7% in the session following this news. A strong positive reaction aligns with M...

Analysis

The stock surged +25.7% in the session following this news. A strong positive reaction aligns with MNDR’s strategy of using acquisitions to build AI-enabled infrastructure and regional reach. Prior acquisition headlines saw one gain of 9.86% and one 6.14% drop, indicating mixed but meaningful sensitivity to deal news. Investors may weigh the modest US$1,500,000 PPG consideration against larger planned funding and ownership shifts tied to the Malaysian data center build-out.

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

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

Previous Acquisition Reports

2 past events · Latest: Sep 11

Same Type 2 events

1. Sep 11

   Acquisition financing

   24h Move

   -6.1%

   US$900,000 strategic investment to fund Lifepack acquisition and Indonesia entry.

2. Apr 30

   Planned acquisition

   24h Move

   +9.9%

   Announced up to US$7.2M Lifepack acquisition to expand into Indonesia.

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

Key Terms

special purpose vehicle, sale and purchase agreement, clawback mechanism, foreign ownership restrictions, +1 more

5 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.

clawback mechanism financial

"The agreement includes a clawback mechanism where the Vendor must repay the consideration"

A clawback mechanism is a contractual rule that lets a company recover money or benefits it already paid — for example bonuses, incentive pay, or erroneous payouts — if certain problems later appear, such as fraud, accounting errors, or regulatory breaches. Investors care because clawbacks protect shareholder value by holding managers accountable and reducing the risk that the company must absorb losses; think of it like a security deposit that can be reclaimed if the renter causes damage.

foreign ownership restrictions regulatory

"regulatory clearances for Malaysian foreign ownership restrictions."

Rules set by a country or an industry that limit how much of a company or asset non-residents can own, often to protect national security, strategic industries, or local control. For investors, these limits change who can buy shares, reduce the pool of potential buyers, and can affect a company’s stock price or the ease of selling holdings—similar to a dress code that restricts who can enter a club and therefore alters its crowd and atmosphere.

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. How Rhea-AI works. Not financial advice.

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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

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

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.