SOLAI Announces Agreement to Acquire 51% Stake in NEURALAND

SOLAI (NYSE: SLAI) agreed to acquire a 51% stake in NEURALAND, a Singapore-based AI hardware and software company, via a share exchange with AIPICO Global.

Rhea-AI Summary

SOLAI (NYSE: SLAI) agreed to acquire a 51% stake in NEURALAND, a Singapore-based AI hardware and software company, via a share exchange with AIPICO Global.

SOLAI will issue 1,162,025,300 Class A shares valued at US$0.0079 per share (US$0.79 per ADS), for total consideration of about US$9.18 million. The deal, expected to close on or about June 2, 2026, supports SOLAI’s shift from digital asset mining to an AI-first platform. The new shares will be subject to a 6–36 month lock-up under Regulation S.

Positive

• Acquiring 51% of NEURALAND for approximately US$9.18 million in shares
• Supports SOLAI’s transition toward a diversified, AI-first technology platform
• Exchange price fixed at US$0.0079 per Class A share based on 30-day ADS average
• Newly issued shares subject to a 6–36 month lock-up, limiting immediate resale
• Transaction expected to close on or about June 2, 2026, subject to conditions

Negative

• Issuance of 1,162,025,300 new Class A shares dilutes existing shareholders
• Company Exchange Shares will be unregistered under the Securities Act, limiting resale options

Argus Jun 1 session

+5.09% close to close Open Argus

Details

News Market Reaction – SLAI

On Jun 1, the day this news came out, SLAI closed 5.09% above the previous close.

Data tracked by StockTitan Argus for the Jun 1 session.

Market Context

On Jun 1, the day this news came out, the stock closed 5.1% above the previous close. A strong posit...

Analysis

On Jun 1, the day this news came out, the stock closed 5.1% above the previous close. A strong positive reaction aligns with SOLAI’s strategy of transitioning toward an AI-first platform, as shown by prior enthusiasm for Solode Neo, which saw a 5.78% move after launch. However, past earnings and compliance news around NYSE listing standards have drawn weaker or negative reactions. Investors reviewing this type of move have often weighed growth initiatives against listing risks and ongoing losses highlighted in the US$7.9 million revenue Q1 report.

Key Figures

Equity stake acquired: 51% of NEURALAND shares Share consideration: 1,162,025,300 Class A shares Per-share value: US$0.0079 per Class A share +5 more

Equity stake acquired

51% of NEURALAND shares

Stake to be acquired under Share Exchange Agreement

Share consideration

1,162,025,300 Class A shares

Newly issued shares to Selling Shareholder

Per-share value

US$0.0079 per Class A share

Implied from 30-day ADS average

Per-ADS value

US$0.79 per ADS

Based on current ADS ratio

Total consideration

US$9.18 million

Aggregate value for 51% NEURALAND stake

ADS ratio

100 Class A shares per ADS

Current ADS conversion ratio

Lock-up period

6 to 36 months

Restriction on Company Exchange Shares

Expected closing date

June 2, 2026

Target closing for NEURALAND acquisition

Historical Context

5 past events · Latest: May 26

5 events

1. May 26

   Q1 2026 earnings

   24h Move

   -2.8%

   Improved revenue and narrowed losses as AI infrastructure strategy advanced.

2. May 26

   NYSE noncompliance notice

   24h Move

   -2.8%

   NYSE notice for failing market cap and equity listing standards below US$50M.

3. May 22

   Earnings date announcement

   24h Move

   -2.4%

   Company scheduled release of unaudited Q1 2026 financial results.

4. May 13

   AI product launch

   24h Move

   +5.8%

   Official sale of Solode Neo personal AI computer with multi-model support.

5. Apr 29

   Board leadership change

   24h Move

   -5.4%

   Chairman Bo Yu resigned; Man San Vincent Law appointed as new Chairman.

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

Key Terms

share exchange agreement, class a ordinary shares, american depositary share, ads, +4 more

8 terms

share exchange agreement financial

"entered into a definitive Share Exchange Agreement (the "Agreement") with AIPICO"

A share exchange agreement is a legal deal where shareholders trade their shares in one company for shares in another, commonly used in mergers, acquisitions or corporate reorganizations. Think of it like swapping ownership cards in a game: the swap can change who controls the business, how many shares each person owns, and the value and liquidity of those holdings, so investors need to understand the exchange ratio, potential dilution and long-term impact on value and voting power.

class a ordinary shares financial

"in exchange for newly issued Class A ordinary shares, par value US$0.00005 per share"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

american depositary share financial

"corresponding to US$0.79 per American Depositary Share ("ADS")"

An American Depositary Share (ADS) is a U.S.-listed certificate that represents a specified number of shares in a foreign company, held by a custodian bank; it works like a receipt that allows U.S. investors to buy and trade foreign equity on American exchanges without dealing with another country’s markets. Investors care because ADSs make foreign stocks easier to access, improve liquidity and settlement in dollars, and can affect dividend payments, voting rights and regulatory oversight compared with buying the underlying foreign shares directly.

ads financial

"corresponding to US$0.79 per American Depositary Share ("ADS")"

Ads are paid promotional messages a company places across media — online, on TV, in print, or on social platforms — to attract customers, explain products, or shape public perception. For investors, ads matter because they drive sales growth, affect how much a company must spend to win customers, and influence brand strength and long-term value. Ads can also create regulatory or reputational risk if claims are misleading, which can affect profits and stock price.

regulation s regulatory

"in offshore transactions in reliance on Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

lock-up period financial

"will be subject to a lock-up period at least 6 months and not exceeding"

A lock-up period is a fixed time after a stock offering during which company insiders and early investors are legally barred from selling their shares. It matters because when that restriction expires a large block of previously locked-up shares can enter the market at once, potentially lowering the stock price or spiking trading volume—like opening a floodgate—so investors monitor these dates to anticipate price moves and manage risk.

View in glossary

fpga-based architecture technical

"migration of blockchain server control systems from FPGA-based architecture to a fully"

A FPGA-based architecture uses reprogrammable silicon chips (field-programmable gate arrays) as the building blocks of a system so hardware behavior can be changed after manufacturing. For investors, this matters because it offers companies a way to update product features, accelerate performance for specific tasks, and shorten development cycles—similar to swapping or reconfiguring Lego pieces instead of redesigning a whole machine—impacting product competitiveness, cost structure, and speed to market.

soc design technical

"Its hardware capabilities include advanced-process SoC design, custom AI chips"

System-on-chip (SoC) design is the process of combining multiple electronic functions—such as a processor, memory, graphics and communications—onto a single semiconductor chip, like packing an entire toolkit into one compact gadget. For investors, strong SoC design capability can mean lower production costs, better device performance and a competitive edge in markets where small, energy-efficient hardware matters, while weak design can lead to higher expenses, delays or lost market share.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

AKRON, Ohio, June 1, 2026 /PRNewswire/ -- SOLAI Limited (NYSE: SLAI) (previously traded under "BTCM") ("SOLAI" or the "Company"), a technology-driven personal AI and digital infrastructure provider, today announced that it has entered into a definitive Share Exchange Agreement (the "Agreement") with AIPICO Global Limited, a British Virgin Islands company (the "Selling Shareholder"), pursuant to which the Company will acquire a 51% equity stake in NEURALAND PTE. LTD. ("NEURALAND"), a Singapore-incorporated company, in exchange for newly issued Class A ordinary shares, par value US$0.00005 per share, of the Company.

Upon completion of the acquisition, it will mark a significant step forward in SOLAI's transformation from a digital asset mining company into a diversified, AI-first technology platform. SOLAI intends to benefit from NEURALAND's expertise in AI node hardware design and software-defined systems, complementing the Company's existing high-performance computing infrastructure and accelerating its roadmap toward building its personal AI ecosystem. Underpinning these capabilities is a team of seasoned engineers and technology veterans with deep roots in blockchain hardware and high-performance computing.

NEURALAND's development team delivers full-stack technical expertise covering consumer AI hardware, semiconductors, embedded systems and blockchain infrastructure. Its hardware capabilities include advanced-process SoC design, custom AI chips, embedded platforms, firmware and system software. Team members have deployed products and solutions in consumer electronics ecosystems served by global brands. On the software and platform side, the team has built deep expertise in AI agent orchestration, large language model integration, multi-model routing, RAG-enabled applications, workflow automation, edge-cloud coordination and privacy-preserving deployment, with extensive experience building security infrastructure for cryptocurrency exchanges. Leading the team is Chief Technology Officer Mr. Tan Shuai, a veteran hardware and software engineer formerly of MicroBT, where he contributed to the development of its first-generation Bitcoin mining hardware and pioneered the migration of blockchain server control systems from FPGA-based architecture to a fully software-defined implementation now deployed across millions of devices worldwide.

Mr. Vincent Law, Chairman of the Board of SOLAI Limited commented, "This partnership with NEURALAND will be a real milestone for us — and one we have been working toward as we continue to build out our personal AI ecosystem. NEURALAND's software and hardware capabilities align naturally with what we have already built at SOLAI, and together, I believe we can meaningfully advance our vision of bringing autonomous AI into every home. Ultimately, this is about delivering lasting value to our customers and shareholders, and we believe the timing is right, as demand for personal AI computing continues to accelerate."

Under the terms of the Agreement, the Selling Shareholder will transfer 51% of NEURALAND's issued and outstanding shares to the Company in exchange for 1,162,025,300 newly issued Class A ordinary shares of the Company (the "Company Exchange Shares") valued US$0.0079 per share, corresponding to US$0.79 per American Depositary Share ("ADS") (based on the current ADS ratio of one hundred (100) Class A ordinary shares per ADS), representing a total consideration of approximately US$9.18 million. The per share price for the Company Exchange Shares was determined based on the average of the closing prices of the Company's American Depositary Shares on the NYSE over the thirty (30) trading days immediately preceding the date of the Agreement. The number of Company Exchange Shares was calculated by dividing the total consideration by the per share price, with any fractional shares rounded down.

The Company Exchange Shares received by the Selling Shareholder will be subject to a lock-up period at least 6 months and not exceeding thirty-six (36) months, during which the Selling Shareholder may not sell, transfer, pledge, or otherwise dispose of any interest in such shares, except with the prior written consent of the Company or as required by applicable law.

Nothing contained herein shall constitute an offer to sell or the solicitation of an offer to buy any securities, including the Company Exchange Shares, nor shall there be any offer or sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.

The Company Exchange Shares have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and are being issued only to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act.

The transaction is expected to close on or about June 2, 2026, following the satisfaction of customary closing conditions.

About SOLAI Limited

SOLAI Limited (previously known as "BIT Mining Limited") (NYSE: SLAI) (previously traded under "BTCM") is a technology-driven personal AI and digital infrastructure provider. Building upon its historical legacy in digital asset mining and blockchain network operations, the Company is leveraging extensive experience in large-scale hardware deployment, data center operations, and high-performance computing to build the foundational infrastructure for personal AI computing and digital asset ecosystems globally.

About NEURALAND PTE. LTD.

NEURALAND PTE. LTD. is a Singapore-incorporated company specializing in the design and manufacture of personal AI nodes, encompassing both proprietary hardware and software solutions. Founded by a group with deep roots in blockchain hardware and semiconductor innovation. NEURALAND is built on a track record of solving complex, large-scale technical challenges and brings proven large-scale deployment expertise to the emerging personal AI computing market.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," "target," "going forward," "outlook" and similar statements. Such statements are based upon management's current expectations and current market and operating conditions and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond the Company's control, which may cause the Company's actual results, performance or achievements to differ materially from those in the forward-looking statements. Important factors that could cause SOLAI's actual results to differ materially from those indicated in the forward-looking statements. Further information regarding these and other risks, uncertainties or factors is included in the Company's filings with the U.S. Securities and Exchange Commission. The Company does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under law.

For further information:

SOLAI Limited
ir@solai.com
ir.solai.com
www.solai.com 

Christensen Advisory
Jason Ng
Tel: +852-2117-0861
Email: solai@christensencomms.com

View original content:https://www.prnewswire.com/news-releases/solai-announces-agreement-to-acquire-51-stake-in-neuraland-302787040.html

SOURCE SOLAI Limited

FAQ

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

What did SOLAI (NYSE: SLAI) announce about acquiring NEURALAND on June 1, 2026?

SOLAI announced a definitive agreement to acquire a 51% equity stake in NEURALAND via a share exchange. According to SOLAI, the deal advances its transformation toward an AI-first technology platform by adding NEURALAND’s AI hardware and software capabilities.

How much is SOLAI paying for the 51% stake in NEURALAND and in what form?

SOLAI is paying approximately US$9.18 million in newly issued Class A ordinary shares for 51% of NEURALAND. According to SOLAI, this equals 1,162,025,300 shares priced at US$0.0079 per share, or US$0.79 per ADS at a 100:1 ratio.

What is the share price used in SOLAI’s NEURALAND acquisition and how was it determined?

The Company Exchange Shares are valued at US$0.0079 per Class A share, or US$0.79 per ADS. According to SOLAI, this price reflects the average closing price of its ADSs on the NYSE over the 30 trading days before the agreement date.

When is SOLAI’s acquisition of a 51% stake in NEURALAND expected to close?

The transaction is expected to close on or about June 2, 2026, subject to customary conditions. According to SOLAI, completion depends on satisfying these closing conditions but no additional specific regulatory hurdles are detailed in the announcement.

How will the NEURALAND acquisition affect SOLAI shareholders and share count (SLAI)?

SOLAI will issue 1,162,025,300 new Class A shares, increasing its share count and diluting existing holders. According to SOLAI, these Company Exchange Shares will be locked up for 6–36 months, limiting immediate selling pressure from the Selling Shareholder.

What lock-up restrictions apply to the SOLAI shares issued for the NEURALAND acquisition?

The Company Exchange Shares issued to the Selling Shareholder will be subject to a 6 to 36 month lock-up. According to SOLAI, during this period the holder cannot sell, transfer, or pledge the shares without consent or as required by law.

Under which securities regulations will SOLAI issue the shares for the NEURALAND deal?

The Company Exchange Shares will be issued under Regulation S to certain non-U.S. persons in offshore transactions. According to SOLAI, these shares are not registered under the Securities Act of 1933 or state securities laws, limiting onshore resale options.