NewGen to Exercise Option to Convert Ras Al Khaimah Joint Venture into Joint Development, Projected to Boost Profits from US$67 Million to US$123 Million

Rhea-AI Summary

NewGen (NASDAQ: NIVF) will exercise an option to convert its Ras Al Khaimah project from a Joint Venture to a Joint Development while retaining the SPV shareholdings. Under the new structure, NewGenProperty, a wholly owned subsidiary, will fund the project and receive 64% of net profits, with BNW retaining 36%. Based on BNW feasibility analysis, NewGen’s projected pre-tax profit rises from US$67 million to US$123 million (an 83% increase); project completion is targeted for 2028. The company plans to raise additional funds to support the conversion and financing. Ravenscroft & Schmierer reviewed the JVA and confirmed NewGen’s legal right to exercise the option. Presales will be permitted once 20% of the land purchase price is paid and non-financial escrow conditions are met.

Positive

• Projected pre-tax profit increase from US$67M to US$123M (+83%)
• NewGen entitled to 64% of net project profits under Joint Development
• Project completion targeted for 2028
• Ravenscroft & Schmierer endorsed legal right to exercise conversion

Negative

• NewGenProperty must assume full responsibility for project financing and land purchase
• Presale commencement contingent on payment of 20% of land price and escrow conditions

Key Figures

Prior projected pre-tax profit US$67 million Original Ras Al Khaimah joint venture structure

Revised projected pre-tax profit US$123 million Joint Development structure based on BNW feasibility

NewGen profit entitlement 64% of net profits Under Joint Development structure

BNW profit entitlement 36% of net profits After conversion to Joint Development

Presale trigger payment 20% of land purchase price Required before presales can commence

Increase in pre-tax profit 83% Projected uplift vs original joint venture model

Target completion year 2028 Ras Al Khaimah Beach District project

Price change pre-news -6.38% Move in NIVF shares before this announcement

Market Reality Check

$0.9000 Last Close

Volume Volume 410,548 is 0.44x the 20-day average of 938,013, indicating subdued trading. low

Technical Shares at $1.32 are trading below the 200-day MA of $62.01 and 99.95% below the 52-week high.

Peers on Argus 1 Up

NIVF was down 6.38% pre-news while peers were mixed: MODV -18.59%, CCM -3.88%, BMGL -1.73% (but +8.03% on momentum scanner), AMS +1.09%, CCEL +1.37%, pointing to stock-specific factors.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 02	Nine‑month results	Positive	-27.2%	Reported net income turnaround and strengthened net asset value per share.
Nov 10	Share repurchase plan	Positive	-8.3%	Announced up to US$2M share repurchase authorization over 24 months.
Nov 05	Tokenization mandate	Positive	-13.3%	Subsidiary appointed to tokenize US$100M of gold‑backed assets for SAXA.
Nov 03	Reverse merger deal	Positive	-19.9%	Proposed reverse merger with SAXA involving US$5B share issuance for assets.
Oct 31	Digital asset agreement	Positive	-29.6%	Entered term sheet to receive up to 600,000 SOL via share issuance.

Pattern Detected

Recent seemingly positive strategic and financial announcements have often been followed by double‑digit price declines, suggesting a pattern of negative reactions to growth and diversification news.

Recent Company History

Over the last six months, NewGen has reported a turnaround to $17.5M net income driven by a $23.44M bargain purchase gain, launched a US$2M buyback, pursued a large mining asset reverse merger and Solana‑linked digital asset deal, and entered gold‑asset tokenization agreements. Despite the constructive tone of these updates, four of five prior news events saw double‑digit declines within 24 hours, contrasting with the earlier Ras Al Khaimah real estate joint venture, which coincided with a 6.15% gain.

Market Pulse Summary

The stock dropped -20.4% in the session following this news. A negative reaction despite the projected increase in pre-tax profit from US$67 million to US$123 million would fit a recent pattern where NewGen’s positive‑sounding deals and strategic shifts were followed by sell‑offs. The new structure requires NewGen to fully fund project finances, and the company plans additional fundraising, which can raise concerns about execution or dilution. Historical volatility around complex transactions and diversification initiatives may also contribute to cautious positioning.

Key Terms

joint venture financial

"convert the Ras Al Khaimah development project from a Joint Venture structure"

A joint venture is when two or more companies team up to work on a specific project or business idea, sharing both the risks and the rewards. It’s like friends starting a lemonade stand together—each contributes resources and they split the profits, making it easier to succeed than going alone.

joint development financial

"convert the Ras Al Khaimah development project from a Joint Venture structure into a Joint Development structure"

A joint development is a formal collaboration where two or more companies pool resources, expertise and money to create a product, technology or project together while sharing the risks, costs, ownership and potential rewards. For investors it matters because such partnerships can speed development, reduce a single company’s investment and exposure, and change future revenue, intellectual property rights and competitive position — like two neighbors co-funding and building a shared tool shed to save time and split costs.

special purpose vehicle financial

"maintaining the existing shareholding of the 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.

escrow financial

"pre-sales expenses, and financial escrow requirements, with any remaining land balance"

A neutral third party holds money, documents, or assets until both sides in a transaction meet agreed conditions, like a safety deposit box that only opens when everyone fulfills the rules. For investors, escrow reduces risk and increases certainty by ensuring payments or shares are released only when contractual steps are completed, which affects deal timing, legal protection, and the likelihood that a transaction will close as planned.

AI-generated analysis. Not financial advice.

Strategic Move to Unlock Further Value and Accelerate Project Momentum with Planned Fundraising and Upcoming Presale Launch

BANGKOK, Dec. 12, 2025 (GLOBE NEWSWIRE) -- NewGenIVF Group Limited (“NewGen” or the “Company,” NASDAQ: NIVF), a technology-driven company building a diversified ecosystem across fertility technology, digital assets, and real estate development, today announced its intention to exercise an option under its joint venture agreement (“JVA”) with BNW Real Estate Development LLC (“BNW”) to convert the Ras Al Khaimah development project from a Joint Venture structure into a Joint Development structure, while maintaining the existing shareholding of the special purpose vehicle (“SPV”).

This strategic conversion is expected to enhance NewGen’s profit entitlement in the flagship Ras Al Khaimah Beach District luxury project, demonstrating its strong confidence in the venture’s profitability and commitment to maximizing shareholder returns. Under the Joint Development structure, NewGenProperty Limited, a wholly owned subsidiary of NewGen, shall fully contribute all project finances and will be entitled to 64% of the net profits from the project, potentially increasing the Company’s projected pre-tax profit from US$67 million to US$123 million (based on a feasibility analysis by BNW).

To support the conversion and fund its expanded commitments under the Joint Development structure, NewGen plans to raise additional funds. Any capital raised will further strengthen the Company’s financial flexibility as it accelerates project activities and capitalizes on Ras Al Khaimah’s rapidly appreciating real estate market.

Under the relevant clause of the JVA, NewGenProperty Limited, as the Landowner, will assume full responsibility for project financing, including the plot purchase price, development costs, pre-sales expenses, and financial escrow requirements, with any remaining land balance funded through its own resources. BNW, as the Developer, will continue to provide development management services. Following the conversion to the new structure, net profit allocation will shift to 64% for NewGenProperty Limited and 36% for BNW, after deduction of all SPV-related expenses, taxes, and costs.

The relevant terms of the JVA and the option to convert have been reviewed and endorsed by Ravenscroft & Schmierer, a leading law firm ranked by The Legal 500, which confirmed that NewGen has full legal right to exercise this conversion option in accordance with prevailing laws and the governing terms of the JVA. This endorsement provides additional assurance of the transaction’s legality and enforceability.

The presale phase of the Ras Al Khaimah Beach District project is expected to commence shortly, as it will be permitted once 20% of the land purchase price is paid and all non-financial escrow requirements are fulfilled by the Developer. This milestone, anticipated in the near term, is projected to unlock significant presale proceeds that will help finance ongoing development activities and reduce external funding needs.

Based on feasibility analyses prepared by BNW, project completion is targeted for 2028, with the revised structure projected to generate an 83% increase in pre-tax profit to NewGen, compared to the original joint venture model.

Mr. Siu Wing Fung Alfred, Founder, Chairman, and CEO of NewGen, commented, “Our proposed conversion to a Joint Development structure reaffirms our conviction in the exceptional potential of the Ras Al Khaimah project. With full legal rights confirmed by Ravenscroft & Schmierer, we are proceeding confidently to exercise this option and strengthen our position in one of the UAE’s fastest-growing luxury markets. By increasing our profit entitlement to 64% and securing the financial flexibility to drive development, we expect to amplify our share of projected pre-tax profits to US$123 million. With presales launching soon, we anticipate meaningful proceeds that will help fuel construction deliverables and accelerate project momentum, ultimately translating into substantial value creation for our shareholders.”

This conversion provides NewGen with greater strategic control, improved financial participation, and stronger alignment with the project’s growth trajectory. The Company continues to seek additional opportunities to expand its real estate portfolio as part of its broader diversification strategy across high-potential GCC markets.

About NewGenIVF Group Limited

NewGenIVF Group Limited (NASDAQ: NIVF) is a comprehensive fertility services provider in Asia helping couples and individuals access advanced fertility treatments. With a mission to make parenthood achievable regardless of fertility challenges, NewGen operates fertility centers offering IVF, assisted reproductive technology, gamete donation, and surrogacy services across Thailand, Cambodia, and Kyrgyzstan. Through strategic diversification, NewGen is also building exposure to high-value property developments in growth markets.

For more information, visit www.newgenivf.com. The information contained on, or accessible through, NewGen’s website is not incorporated by reference into this press release.

Forward-Looking Statements

This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Without limiting the generality of the foregoing, the forward-looking statements in this press release include descriptions of the Company's intention to exercise the conversion option, plans to raise additional capital, real estate development plans, financial projections (including the projected increase in pre-tax profit from US$67 million to US$123 million), Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, such as (i) the Company's ability to raise the substantial additional capital required to fund the Joint Development structure on acceptable terms, or at all, and the potential for significant dilution to existing shareholders from any equity financing; (ii) market and economic conditions in the UAE and Ras Al Khaimah real estate markets, including volatility, changes in demand for real estate, and competition from other developments; (iii) construction delays, cost overruns, and our ability to secure required governmental approvals and permits; and (iv) the feasibility analyses and financial projections being based on numerous assumptions that may prove inaccurate, with actual sales prices, sales velocity, and project costs potentially differing materially from projections. The financial projections included in this press release, including the US$67 million and US$123 million pre-tax profit figures, are forward-looking statements [based on feasibility analyses] and numerous assumptions about future events and are inherently uncertain and should not be relied upon as guarantees of future performance. You should carefully consider the foregoing factors and the other risks and uncertainties described in the Company’s annual report on Form 20-F and other documents filed or to be filed by the Company with the SEC from time to time, which could cause actual events and results to differ materially from those contained in the forward-looking statements. Copies of these documents are available on the SEC’s website, www.sec.gov. All information provided herein is as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement, except as required under applicable law.

Investor Relations Contact:
ICR, LLC
Robin Yang
Phone: +1 (212) 537-3847
Email: NewgenivfIR@icrinc.com

FAQ

What change did NewGen (NIVF) announce for the Ras Al Khaimah project on December 12, 2025?

NewGen announced it will convert the Ras Al Khaimah project from a Joint Venture to a Joint Development, with NewGenProperty funding the project and receiving 64% of net profits.

How much is NewGen's projected pre-tax profit for Ras Al Khaimah after the conversion (NIVF)?

Based on BNW feasibility analysis, projected pre-tax profit for NewGen increases to US$123 million from US$67 million.

When is the Ras Al Khaimah Beach District project completion targeted after NewGen's (NIVF) announced conversion?

Project completion is targeted for 2028 under the revised structure.

What conditions must be met before Ras Al Khaimah presales start under NewGen's (NIVF) plan?

Presales will be permitted once 20% of the land purchase price is paid and all non-financial escrow requirements are fulfilled by the developer.

Will NewGen (NIVF) need extra funding after converting to a Joint Development?

Yes; NewGen plans to raise additional funds to support the conversion and its expanded financing commitments.

What profit split will BNW receive after NewGen (NIVF) converts the joint venture?

After conversion and deduction of SPV expenses and taxes, BNW will receive 36% of net profits.