AIFA (Nasdaq: AGAE) to acquire 57.7% of HyalRoute in US$2.31B share deal
Rhea-AI Filing Summary
All In FutureTech Alliance Inc. is reshaping its business by agreeing to acquire a controlling 57.67% stake in HyalRoute Fiber-Optic Communication Group for a total of US$2.3068 billion, paid entirely in newly issued common shares at a US$10.00 reference price.
The core Debt-to-Equity Rights Purchase Agreement values Purchased Rights at US$1.742 billion, to be settled in 174,200,000 shares issued in three locked-up tranches, subject to shareholder and regulatory approvals and other closing conditions. Two minority share purchase agreements add roughly 14.12% more of HyalRoute’s equity, also paid in unregistered, lock‑up‑restricted stock. HyalRoute brings about 85,000 kilometers of pan‑ASEAN fiber networks, submarine cable capacity, and a developing silicon‑photonics compute center, with revenue rebounding from about US$120 million in 2024 to about US$219 million in 2025 and net income rising to about US$108.5 million. An independent valuation report appraised HyalRoute at US$4.3 billion, compared with the transaction’s implied US$4.0 billion base valuation.
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Insights
AIFA pivots into AI-focused fiber infrastructure via a large stock-funded deal.
All In FutureTech Alliance Inc. plans to acquire a 57.67% controlling interest in HyalRoute through approximately US$2.3068 billion of newly issued, unregistered shares at US$10.00 per share. This shifts the company toward owning hard digital infrastructure in Southeast Asia.
The package combines a US$1.742 billion rights purchase with additional minority stake deals, all subject to shareholder approval, regulatory clearances and detailed closing conditions. Lock‑up periods of 12–36 months for consideration shares and absence of registration rights may influence near‑term trading dynamics for recipients.
HyalRoute contributes about 85,000 km of regional fiber networks, submarine cable capacity and a developing silicon‑photonics compute center. Revenue grew from roughly US$120 million in 2024 to about US$219 million in 2025, with net income of about US$108.5 million. An independent appraisal of US$4.3 billion versus a US$4.0 billion baseline valuation frames the pricing context.
8-K Event Classification
Key Figures
Key Terms
Debt-to-Equity Rights Purchase Agreement financial
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
silicon photonics co-packaged optics (CPO) technical
EBITDA financial
lock-up period financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported):
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Debt-to-Equity Rights Purchase Agreement
On May 22, 2026, All In FutureTech Alliance, Inc. (the “Company”) entered into a Debt-to-Equity Rights Purchase Agreement (the “Rights Purchase Agreement”) with Rainman Network Ltd. (formerly known as China Rainman Network Ltd.), a British Virgin Islands company (“Rainman”), and Dece Capital Limited, a limited liability company registered under the laws of Hong Kong (“Dece”).
Pursuant to the Rights Purchase Agreement, the Company has agreed to acquire from Rainman, and Rainman has agreed to sell to the Company, all of Rainman’s right, title, and interest in, to, and under that certain Agreement of Debts Offset and Share Transfer, dated as of January 6, 2025, by and among Rainman and members of “Party B” signatories thereto (the “Debt-to-Equity Agreement”, and such rights, the “Purchased Rights”). The Purchased Rights include, among other things, creditor rights, equity transfer rights (including the right to receive approximately 43.55% of the equity interests of HyalRoute Communication Group Limited, a Cayman Islands exempted company (the “Target”) on a fully diluted basis), property transfer rights, entrustment rights, security interests, and liquidation rights against members of “Party B” signatories thereto.
Within 90 days of the date of the Rights Purchase Agreement, Rainman will procure (i) the Target, (ii) Huang Xinglong, (iii) Gold Eagle Development Limited, a British Virgin Islands company, and (iv) UT International Investment Group Company Limited, a British Virgin Islands company (such parties, the “Target Company Parties”) to join the Rights Purchase Agreement by delivering joinders in forms reasonably satisfactory to the Company. Each of the Target Company Parties is a member of “Party B” to the Debt-to-Equity Agreement. To the extent any obligation, covenant, undertaking, liability, or responsibility under the Rights Purchase Agreement is required to be performed, assumed, or complied with by any Target Company Party that is not a signatory to the Rights Purchase Agreement, Rainman will cause such obligation to be performed, will remain fully liable for, and will itself perform or satisfy, such obligation, covenant, undertaking, liability, or responsibility as if Rainman were the original obligor thereof.
The total consideration for the Purchased Rights is $1,742,000,000 (the “Purchase Price”), subject to downward adjustment based on a third-party valuation of the Target and its subsidiaries (the “Target Group”). The Purchase Price is payable entirely in shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), valued at $10.00 per share (subject to adjustment for stock splits, stock combinations, reclassifications, recapitalizations, or similar events) (the “Reference Price”), for an aggregate of 174,200,000 shares of the Common Stock (the “Consideration Shares”).
The closing of the transactions contemplated by the Rights Purchase Agreement is subject to certain conditions precedent, including, among others: (i) the approval of the Company’s shareholders, (ii) the receipt of all required U.S. and non-U.S. governmental approvals, (iii) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (if applicable), (iv) the absence of any governmental order prohibiting the transactions, and (v) the receipt by the Company of written confirmation from each member of “Party B” under the Debt-to-Equity Agreement confirming the assignment of the Purchased Rights, acknowledging the full force and effect of the Debt-to-Equity Agreement, confirming the absence of, and waiving any defense, counterclaim, right of rescission, right of recoupment, right of setoff, or other reduction, offset, or affirmative defense (whether legal or equitable) to the Purchased Rights or to any obligation owed to Rainman, and waiving any defenses, counterclaims, or rights of setoff with respect to the Purchased Rights (the foregoing (i) – (v), together with other conditions as more fully set forth in the Rights Purchase Agreement, the “Closing Conditions”).
The Consideration Shares will be issued in three tranches: (i) the first tranche, consisting of 17,420,000 shares of the Common Stock (representing 10% of the Consideration Shares), issuable within one month following the closing date (the “First Tranche Shares”), (ii) the second tranche, consisting of 104,520,000 shares of the Common Stock (representing 60% of the Consideration Shares), issuable within six months following the closing date (extendable by an additional six months at the Company’s sole discretion upon Rainman’s request) (the “Second Tranche Shares”), and (iii) the third tranche, consisting of 52,260,000 shares of the Common Stock (representing 30% of the Consideration Shares), issuable within three months following the Second Tranche Issuance Date (extendable by an additional three months at the Company’s sole discretion upon Rainman’s request) (the “Third Tranche Shares”), in each case subject to satisfaction of certain conditions precedent in addition to the Closing Conditions.
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The Purchase Price is subject to downward adjustment if a third-party valuation of the Target Group (the “Determined Valuation”) is less than $4,000,000,000.00 (the “Baseline Valuation”). In such event, the Purchase Price will be adjusted downward by multiplying by a fraction, the numerator of which is the Determined Valuation, and the denominator of which is the Baseline Valuation.
The Rights Purchase Agreement contains customary representations and warranties of the parties, covenants and indemnification provisions.
The Rights Purchase Agreement may be terminated prior to the closing (a) by mutual written consent of the Company and Rainman, (b) by the Company, if the Closing has not occurred on or before the date that is 365 days after the date of the Rights Purchase Agreement, (c) by the Company, if any other party materially breaches the Rights Purchase Agreement and such breach is not cured within 30 days from the date of notice, or (d) by either the Company or Rainman, if any governmental authority of competent jurisdiction issues a final, non-appealable governmental order permanently prohibiting the consummation of the transactions.
If the Company terminates the Rights Purchase Agreement pursuant to clauses (b) or (c) above, or either the Company or Rainman terminates the Rights Purchase Agreement pursuant to clause (d) above, Rainman is required to pay the Company a termination fee equal to one percent (1%) of the Purchase Price. In addition, if, after the closing but prior to the issuance of the Third Tranche Shares, the Company’s obligations to issue any remaining Consideration Shares terminate due to the failure of applicable tranche issuance conditions, Rainman is required to pay the Company an amount equal to one percent (1%) of the Purchase Price as reimbursement for the Company’s expenses.
Upon the completion of the issuance of the Third Tranche Shares, the Company will take all actions necessary to appoint two individuals designated by Rainman to the Board of Directors of the Company, subject to certain compliance requirements. Such board representation right will terminate automatically upon Rainman (together with its affiliates) beneficially owns less than 50% of the shares of Common Stock issued under the Rights Purchase Agreement.
The Consideration Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being issued in reliance upon exemptions from registration thereunder, including Section 4(a)(2) of the Securities Act and Regulation D and/or Regulation S promulgated thereunder. Each of Rainman and Dece has agreed to lock-up restrictions on the Consideration Shares of twelve (12) months for the First Tranche Shares, twenty-four (24) months for the Second Tranche Shares, and thirty-six (36) months for the Third Tranche Shares. The Consideration Shares are not issued with any registration right.
The foregoing descriptions of the Rights Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Rights Purchase Agreement, a copy of which is filed as Exhibit 10.1, hereto, and is incorporated herein by reference.
Minority Share Purchase Agreements
Concurrently with the execution of the Rights Purchase Agreement, the Company entered into two separate Purchase and Sale of Securities Agreements (collectively, the “Minority Share Purchase Agreements”, and each, a “Minority Share Purchase Agreement”) to acquire additional ordinary shares of the Target from minority shareholders, representing in the aggregate of approximately 14.12% of the equity interests of the Target on a fully diluted basis.
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Fair Cheerful SPA. On May 22, 2026, the Company entered into a Purchase and Sale of Securities Agreement (the “Fair Cheerful SPA”) with Fair Cheerful Limited, a British Virgin Islands company (“Fair Cheerful”), pursuant to which the Company has agreed to acquire from Fair Cheerful, and Fair Cheerful has agreed to sell to the Company, 35,459 ordinary shares of the Target, representing approximately 13.26% of the equity interests of the Target on a fully diluted basis, for an aggregate purchase price of $530,400,000.00. The purchase price is payable entirely by a number of shares of the Common Stock equal to the quotient obtained by dividing such purchase price by the Reference Price.
Yellow River SPA. On May 22, 2026, the Company entered into a Purchase and Sale of Securities Agreement (the “Yellow River SPA”) with Yellow River Fiber Optic Ltd, a Cayman Islands limited liability company (“Yellow River”), pursuant to which the Company has agreed to acquire from Yellow River, and Yellow River has agreed to sell to the Company, 2,312 ordinary shares of the Target, representing approximately 0.86% of the equity interests of the Target on a fully diluted basis, for an aggregate purchase price of $34,400,000.00. The purchase price is payable entirely by a number of shares of the Common Stock equal to the quotient obtained by dividing such purchase price by the Reference Price.
The closing of the transactions contemplated by each Minority Share Purchase Agreement is subject to certain conditions precedent, including, among others: (i) the approval of the Company’s shareholders, (ii) the receipt of all required U.S. and non-U.S. governmental approvals, (iii) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (if applicable), (iv) the absence of any governmental order prohibiting the transactions, (v) the closing of the transactions contemplated by the Rights Purchase Agreement and the satisfaction of the conditions to issue the Third Tranche Shares under the Rights Purchase Agreement, and (vi) the closing of the transactions contemplated by the other Minority Share Purchase Agreement.
Each Minority Share Purchase Agreement contains customary representations and warranties of the parties, covenants, indemnification provisions, and termination rights.
The shares of Common Stock to be issued under the Minority Share Purchase Agreements (the “Minority Consideration Shares”) have not been registered under the Securities Act and are being issued in reliance upon exemptions from registration thereunder, including Section 4(a)(2) of the Securities Act and Regulation D and/or Regulation S promulgated thereunder. The Minority Consideration Shares are subject to an eighteen (18)-month lock-up period. The Minority Consideration Shares are not issued with any registration right.
The foregoing descriptions of the Fair Cheerful SPA and the Yellow River SPA do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as Exhibits 10.2 and 10.3 hereto, and are incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 7.01 Press Release.
On May 22, 2026, the Company issued a press release announcing the execution of the Rights Purchase Agreement and the Minority Share Purchase Agreements and the transactions contemplated thereby (the “Transactions”). The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference, except that the information contained on the websites referenced in the press release is not incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1* | Debt-to-Equity Rights Purchase Agreement, dated as of May 22, 2026, by and among All In FutureTech Alliance, Inc., Rainman Network Ltd., and Dece Capital Limited. | |
| 10.2* | Purchase and Sale of Securities Agreement, dated as of May 22, 2026, by and between All In FutureTech Alliance, Inc. and Fair Cheerful Limited. | |
| 10.3* | Purchase and Sale of Securities Agreement, dated as of May 22, 2026, by and between All In FutureTech Alliance, Inc. and Yellow River Fiber Optic Ltd. | |
| 99.1 | Press Release, dated May 22, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | The Company has omitted schedules and exhibits pursuant to Item 601(a)(5), Item 601(a)(6) or Item 601(b)(2) of Regulation S-K, as applicable. The Company agrees to furnish supplementally a copy of the omitted schedules and exhibits to the SEC upon request. |
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Forward-Looking Statements
This Current Report on Form 8-K includes statements that are forward-looking statements made pursuant to the safe harbor provisions of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the Transactions, the stockholder and regulatory approvals, the expected timetable for completing the Transactions and any other statements regarding the Company’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts. This information may involve risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These risks and uncertainties include, but are not limited to: failure to obtain the required vote of the Company’s stockholders in connection with the Transactions; the timing to consummate the Transactions and the risk that the Transactions may not be completed at all or the occurrence of any event, change or other circumstances that could give rise to the termination of any of the agreements; the risk that the conditions to closing of the Transactions may not be satisfied or waived; the risk that a governmental or regulatory approval that may be required for the Transactions is not obtained or is obtained subject to conditions that are not anticipated; potential litigation relating to, or other unexpected costs resulting from, the Transactions; legislative, regulatory and economic developments; and the diversion of management’s time on transaction-related issues. The Company can give no assurance that the conditions to the Transactions will be satisfied, or that it will close within the anticipated time period.
All statements, other than statements of historical fact, should be considered forward-looking statements made in good faith by the Company, as applicable, and are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. When used in this Current Report on Form 8-K, or any other documents, words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “objective,” “plan,” “project,” “seek,” “strategy,” “target,” “will” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on the beliefs and assumptions of management at the time that these statements were prepared and are inherently uncertain. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. These risks and uncertainties, as well as other risks and uncertainties that could cause the Company’s actual results to differ materially from those expressed in the forward-looking statements, are described in greater detail under the heading “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on May 22, 2026 and in any other SEC filings made by the Company. The Company cautions that these risks and factors are not exclusive. Management cautions against putting undue reliance on forward-looking statements or projecting any future results based on such statements or present or prior earnings levels. Forward-looking statements speak only as of the date of this Current Report on Form 8-K, and the Company does not undertake any obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made.
Participants in the Solicitation
This Current Report on Form 8-K, which relates to the Transactions, may be deemed to be solicitation material in respect of the Transactions. In connection with the Transactions, the Company expects to file relevant materials with the SEC, including a proxy statement (the “Proxy Statement”). This Current Report on Form 8-K is not a substitute for the Proxy Statement or for any other document that the Company may file with the SEC and/or send to the Company’s stockholders in connection with the Transactions. The Company, and its directors and certain of its executive officers may be considered participants in the solicitation of proxies from the Company’s stockholders with respect to the Transactions under the rules of the SEC. Information about the directors and executive officers of the Company is set forth in in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on May 22, 2026, and in subsequent documents filed with the SEC. Additional information regarding the persons who may be deemed participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in the Proxy Statement and other relevant materials to be filed with the SEC when they become available. You may obtain free copies of this document as described below. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED TRANSACTIONS AND RELATED MATTERS.
No Offer or Solicitation
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor a solicitation of any vote or approval with respect to the proposed transactions herein or otherwise. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, and otherwise in accordance with applicable law. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED TRANSACTIONS AND RELATED MATTERS.
Additional Information about the Transactions and Where to Find It
In connection with the Transactions, the Company expects to file the Proxy Statement, as well as other relevant materials, with the SEC. This Current Report on Form 8-K is not intended to be, and is not, a substitute for the Proxy Statement or any other document that the Company may file with the SEC in connection with the proposed transactions. Investors will be able to obtain free copies of the Proxy Statement (when available) and other documents that will be filed by the Company with the SEC at http://www.sec.gov, the SEC’s website, or from the Company’s website (https://ir.alliedgaming.gg/). In addition, the Proxy Statement and other documents filed by the Company with the SEC (when available) may be obtained from the Company free of charge by directing a request to Investor Relations at https://ir.alliedgaming.gg/.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ALL IN FUTURETECH ALLIANCE, INC. | ||
| By: | /s/ Roy Anderson | |
| Roy Anderson | ||
| Chief Financial Officer | ||
Date: May 26, 2026
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Exhibit 99.1
| May 22, 2026 |  |
Major Announcement: US$4.0 Billion Valuation and a US$10.00 Per Share Reference Price, AGAE to Issue Shares to Acquire HyalRoute, a Scarce Southeast Asian Fiber-Optic Infrastructure Leader, Transforming into a Global AI Optical Network Platform Combining “Optical Compute + Optical Transmission”
NEW YORK, May 22, 2026 (GLOBE NEWSWIRE) -- All In FutureTech Alliance Inc. (Nasdaq: AGAE) (“AIFA” or the “Company”) today announced that the Company has entered into a package of transaction definitive agreements to acquire an aggregate 57.67% controlling interest in HyalRoute Fiber-Optic Communication Group (“HyalRoute”). This acquisition marks a major milestone in AIFA’s transformation into a global technology operating platform with “optics-centered” AI infrastructure.
1. US$10.00 Per Share Reference Price: AIFA Board and Management’s Strategic Reassessment of the Company’s Value and Market Recognition
Based on an overall valuation of US$4.0 billion for HyalRoute, the total consideration for the acquisition of a 57.67% controlling interest is US$2.3068 billion, payable entirely through the issuance of newly issued AGAE common shares. For purposes of calculating the number of consideration shares, the issuance price is uniformly set at a reference price of US$10.00 per share.
The transaction structure adopts a phased payment mechanism using unregistered consideration shares, with corresponding asset delivery milestones designed to provide substantial protection for the interests of the buyer, AGAE.
The share issuance reference price has been unanimously accepted by all sellers in the transaction, which strongly reflects the parties’ confidence in the Company’s strategic value as an “optics-centered AI infrastructure” platform and in the underlying asset value of HyalRoute. This is not merely an asset acquisition; it is also a clear statement of confidence by AGAE’s Board, management, and the asset sellers in the Company’s future value.
2. Overview of HyalRoute Fiber-Optic Communication
HyalRoute Group is one of the largest fiber-optic transmission and optical compute companies in emerging markets. After nearly 20 years of development, and supported by the current wave of AI-driven demand, HyalRoute has become an extremely scarce infrastructure resource in the market.
HyalRoute owns a pan-ASEAN fiber-optic network totaling approximately 85,000 kilometers, including approximately 35,000 kilometers of completed fiber-optic network in the Philippines. In Cambodia, HyalRoute owns approximately 23,000 kilometers of fiber-optic network, achieving 100% coverage across all 25 provinces and municipalities. It is the only owner of directly buried backbone optical networks and metropolitan optical networks in Cambodia, and holds a 35-year telecommunications operating license. In other ASEAN countries, including Myanmar, Laos, Thailand and others, HyalRoute has built approximately 26,000 kilometers of fiber-optic backbone networks, and enables cross-border transmission scheduling through interconnection nodes in Singapore and Malaysia.
As an official consortium member of the AAE-1 submarine cable system, HyalRoute Group owns 1,700 Gbps of capacity in submarine cable resources spanning Asia, Africa and Europe, with a total length of approximately 25,000 kilometers. HyalRoute also wholly owns the Cambodia landing station. This landing station is a critical communications node connecting China with Europe and North America, and Southeast Asia with the Middle East, and has significant strategic value for cross-border optical transmission.
At the same time, HyalRoute Group is developing a compute center in ASEAN using the latest 2026-generation silicon photonics co-packaged optics (CPO) architecture. The center is expected to deploy NVIDIA Vera Rubin flagship GPU clusters, with FP8 compute capacity of up to 400 PFLOPS, combined with a fully silicon photonics-based high-speed CPO interconnect network and immersion liquid cooling system, with target PUE as low as 1.08–1.10. The center is designed to support trillion-parameter large-model training and inference, with optical resource utilization expected to exceed 90%.
Based on partially audited reports and financial statements for the period from 2016 through 2025, HyalRoute Communication Group Limited demonstrated strong operating performance prior to its proposed New York Stock Exchange listing filing. Its revenue increased from approximately US$200 million in 2016 to approximately US$355 million in 2019. During this period, the company maintained strong profitability, with EBITDA reaching approximately US$268 million in 2019.
During the COVID-19 pandemic, the company’s operating performance was affected, with revenue declining to approximately US$138 million in 2020 and approximately US$135 million in 2021. In recent years, however, the company’s business has shown signs of rapid recovery. Revenue increased from approximately US$120 million in 2024 to approximately US$219 million in 2025, while net income increased from approximately US$60.2 million in 2024 to approximately US$108.5 million in 2025.
According to a recent valuation report issued by independent third-party valuation firm Pinetree Advisory and Valuation Limited, using a cross-check methodology based on the market approach and income approach, HyalRoute Group’s appraised value is US$4.3 billion. Over the past year, prices of physical fiber-optic assets have increased by more than 600%, while the revaluation of physical asset value has added nearly US$2.0 billion in value. The current valuation represents more than 30% potential recovery upside compared with HyalRoute Group’s US$3.3 billion valuation in the 2024 Hurun Global Unicorn Index. It also represents an approximately 46% to 57% discount to the US$8.0 billion to US$10.0 billion valuation range estimated by Goldman Sachs, Bank of America Merrill Lynch, and Morgan Stanley at the time of HyalRoute Group’s proposed NYSE listing application in 2019.
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3. AIFA Chairman and Chief Executive Officer James Li stated:
“This transaction represents the most important milestone in AIFA’s strategic transformation. Since 2023, after nearly three years of negotiations and due diligence, we have finally signed this agreement after resolving shareholder disagreements and addressing corporate governance and compliance risks. We are focused on a dual-engine strategy of acquiring infrastructure assets with long-term strategic value and developing AI application products. HyalRoute’s fiber-optic backbone networks and metropolitan optical networks, cross-border transmission capabilities, and submarine cable connectivity resources are highly complementary to our self-developed AIFA silicon photonics compute and storage center designed to serve global markets.
Since 2026, global AI data center construction has accelerated, driving a sharp increase in demand for fiber-optic transmission. As a result, fiber-optic communications infrastructure has undergone a strategic shift from serving as the “communications bloodstream” to becoming a foundational layer for compute infrastructure.
We believe fiber-optic communications infrastructure will continue to play a foundational role in supporting the next generation of global data transmission, AI computing, enterprise connectivity, cloud services, data centers, and digital infrastructure development. Fiber networks are the transmission layer of the digital economy. As data traffic, bandwidth consumption, and international connectivity demand continue to grow, access to scalable cross-border optical network capacity is becoming increasingly important.
Capital markets are increasingly recognizing the strategic importance of optical and photonic technologies, as reflected by recent investor attention to Lumentum, Corning, and other leading companies in the optical networking sector. We believe HyalRoute provides the Company with an opportunity to access a complementary layer of the optical communications value chain, including physical fiber-optic infrastructure, cross-border data transmission, submarine cable capacity, and cross-border metropolitan optical networks with international gateway connectivity. Together with HyalRoute’s own compute centers and the Company’s planned shared compute and storage center, these assets are expected to form a fully optical infrastructure closed loop.
AIFA will enter a long-duration infrastructure sector that supports global data and computing movement, cloud connectivity, enterprise networks, and future digital infrastructure demand.”
About All In FutureTech Alliance Inc.（AIFA）
All In FutureTech Alliance Inc. (Nasdaq: AGAE), formerly known as Allied Gaming & Entertainment Inc, is growth-oriented company undergoing a strategic transformation from a global experiential entertainment business into an AI-focused digital infrastructure platform. The Company is pursuing opportunities in artificial intelligence infrastructure, silicon photonics-enabled compute, cross-border fiber-optical network transmission, digital infrastructure services, and technology-enabled growth initiatives. Through its proposed AIFA strategic platform, AIFA aims to build an integrated ecosystem combining AI compute capacity, fiber-optic network infrastructure, AI education and AI applications to support long- term value creation.
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For detail information about HyalRoute Communication, please visit:
https://alliedgaming.gg/contentList/detail?id=2057003746961002498
Forward Looking Statements
This press release contains certain forward-looking statements under federal securities laws. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “intend” or “continue,” the negative of such terms, or other comparable terminology. These statements include, but are not limited to, statements regarding the Company’s intention to request a hearing before the Panel; the expected stay of any suspension or delisting action pending such hearing; the Company’s ability to present a compliance plan and restore compliance with the Minimum Bid Price Requirement; and the Company’s ability to file the Delinquent 10-K. These forward-looking statements are based on current expectations, estimates, assumptions, and projections and involve known and unknown risks, uncertainties, and other factors—many of which are beyond the Company’s control—that may cause actual results, performance, or achievements to differ materially from those expressed or implied by such statements. Important factors that may affect actual results include, among others, the Company’s ability to execute its growth strategy; the outcome of the Nasdaq hearings panel process; market conditions, regulatory changes, operational challenges; and other risks and uncertainties described under “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on June 9, 2025, and in subsequent filings with the SEC. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.
Contact:
Investor Relations: ir@alliedgaming.gg
Source: All In FutureTech Alliance, Inc.
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FAQ
What major transaction did All In FutureTech Alliance Inc. (AGAE) announce regarding HyalRoute?
AIFA agreed to acquire a 57.67% controlling interest in HyalRoute Fiber-Optic Communication Group. The total consideration is about US$2.3068 billion, paid entirely in newly issued AGAE common shares at a reference price of US$10.00 per share, subject to multiple closing conditions.
How is the US$1.742 billion Debt-to-Equity Rights Purchase Agreement structured for AGAE?
The company will acquire Purchased Rights under a prior debt‑to‑equity agreement for US$1.742 billion, paid via 174,200,000 common shares. These consideration shares are issued in three tranches with 10%, 60% and 30% portions, each tied to specific conditions and multi‑year lock‑ups.
What recent financial performance did HyalRoute report in the 8-K disclosure?
HyalRoute’s revenue rose from approximately US$120 million in 2024 to about US$219 million in 2025. Net income increased from around US$60.2 million to about US$108.5 million, based on partially audited reports and financial statements described in the disclosure.
What valuation benchmarks were cited for HyalRoute in the AGAE announcement?
An independent firm appraised HyalRoute at about US$4.3 billion using market and income approaches. The transaction uses a US$4.0 billion baseline valuation, and the press release compares this with prior estimates and indexes, including a US$3.3 billion figure in a 2024 unicorn index.