AIOS Tech Inc. SEC Filings

AIOS Tech Inc., a British Virgin Islands holding company focused on SME financing and IT services based in Hong Kong, has filed a mixed Form F-3. The filing covers the resale of up to 3,000,000 Class A Common Shares issued in a March 6, 2026 private placement and up to 6,000,000 Class A Common Shares issuable upon exercise of related warrants. AIOS will not receive proceeds from these resales.

The warrants become exercisable 90 days after March 6, 2026, carry split exercise prices of $16.00 and $20.00 per share, and may be exercised on a cash or cashless basis; full cash exercise could provide AIOS up to $108,000,000 for working capital and general corporate purposes. Separately, a universal shelf prospectus allows primary offerings of Class A shares, warrants, rights and units of up to $300,000,000 in one or more future transactions.

As of this prospectus, AIOS has 3,249,337 Class A and 5,000,000 Class B shares outstanding, with Class B carrying 100 votes per share. Following the recent issuance of Class B shares, an entity controlled by Co-CEO Guo Li holds about 60.6% of outstanding common shares and approximately 99.4% of voting power. The company highlights significant legal and operational risks tied to operating from Hong Kong with historical PRC exposure, including PRC regulatory developments, data and cybersecurity oversight, and potential impacts from the Holding Foreign Companies Accountable Act.

Guo Li, Co-Chief Executive Officer and a 10% owner of AIOS Tech Inc., indirectly acquired 5,000,000 Class B common shares on July 14, 2026. The shares were purchased for US$0.0001 per share (US$500 total) in a private placement from AIOS through Swift Prime Limited, a company he wholly owns. The board and audit committee approved the subscription, and the Class B shares are subject to a five-year lock-up from the July 14, 2026 issuance date. Before this transaction, Li beneficially owned no AIOS securities; he now holds 5,000,000 Class B shares indirectly.

AIOS Tech Inc. disclosed that Swift Prime Limited and its sole shareholder, Guo Li, acquired control through a strategic equity issuance of 5,000,000 Class B common shares on July 14, 2026. Each Class B share is convertible into one Class A share and carries 100 votes per share, versus one vote for each Class A share.

Swift Prime Limited and Guo Li are deemed to beneficially own 5,000,000 Class A equivalents, representing about 60.6% of Class A shares on an as-converted basis and approximately 99.4% of the aggregate voting power of AIOS Tech Inc. The shares were subscribed at US$0.0001 per share (total US$500) under a Share Subscription Agreement funded with Guo Li’s personal funds. The Class B shares are subject to a five-year transfer restriction without prior board approval and are intended to support a strategic transformation toward artificial intelligence and technology services.

AIOS Tech Inc. entered into a Share Subscription Agreement with Swift Prime Limited, an entity wholly owned by director and Co-CEO Guo Li. Swift Prime Limited will subscribe for 5,000,000 Class B common shares at US$0.0001 per share, for total consideration of US$500.

These Class B shares are subject to a five-year restriction during which they cannot be transferred, sold, or disposed of without prior Board approval. After the issuance, Guo Li, through Swift Prime Limited, will beneficially own about 60.6% of outstanding common shares and approximately 99.4% of the aggregate voting power, significantly concentrating control.

The transaction is a related party transaction. Its terms were reviewed and approved by the audit committee and the Board of Directors, with all related parties recusing themselves from deliberation and voting.

AIOS Tech Inc. held an extraordinary general meeting of shareholders on May 29, 2026 in Hong Kong. Shareholders approved adopting an amended and restated memorandum and articles of association, replacing the prior charter, to implement changes that include a Class B Variation. They also approved a resolution allowing the meeting to be adjourned to a later date, if needed, to gather additional proxy votes related to these proposals.

AIOS Tech Inc. has regained compliance with Nasdaq’s minimum bid price requirement. Nasdaq notified the company on May 11, 2026 that its Class A common shares closed at or above $1.00 per share for 10 consecutive business days from April 27 to May 8, 2026. This satisfies Nasdaq Listing Rule 5550(a)(2), and Nasdaq has closed the matter, removing the immediate risk associated with this deficiency.

AIOS Tech Inc. has called an extraordinary general meeting of shareholders for May 29, 2026, to vote on several governance changes. Shareholders will consider increasing the voting power of Class B common shares from 5 votes per share to 100 votes per share, significantly strengthening the relative influence of any future Class B holders.

They will also vote on adopting an amended and restated memorandum and articles of association to reflect this Class B voting change, and on allowing the board to adjourn the meeting if there are not enough votes to approve the proposals. The record date is April 29, 2026, with 3,249,337 Class A common shares outstanding, each carrying one vote.

AIOS Tech Inc. is implementing a 20-for-1 share consolidation to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its Nasdaq Capital Market listing. The marketplace effective date is April 27, 2026, when Class A common shares will begin trading on a split-adjusted basis under the symbol AIOS with new CUSIP G6593L130.

Each 20 common shares will automatically combine into one share, with no fractional shares issued; any fraction will be rounded up to one whole share. After the consolidation, issued and outstanding Class A common shares will be reduced from 64,985,096 of par value US$0.01 each to approximately 3,249,255 of par value US$0.2 each, subject to rounding. At the same time, authorized share capital will increase from US$100,000,000 to US$2,000,000,000, divided into 9,600,000,000 Class A and 400,000,000 Class B common shares, each with par value US$0.2.

AIOS Tech Inc. files its annual report describing a major strategic shift from mainland China supply chain financing to an AI‑driven IT services model centered on Hong Kong subsidiary YD Network. The company completed the divestiture of its former PRC variable interest entities and legacy financing operations in December 2025.

AIOS Tech reports a significant net loss of $220.9 million for the year ended December 31, 2025, mainly from loss on disposal of its legacy business. As of December 31, 2025, it had 4,985,096 Class A common shares outstanding and no Class B shares. The new business focuses on AI models, data solutions and IT services for commercial and financial clients, but management highlights limited operating history, heavy competition and ongoing capital needs.

The report details extensive regulatory and geopolitical risks tied to operating from Hong Kong with historical exposure to mainland China, including evolving data security, cybersecurity, national security and cross‑border listing regimes. Customer concentration is high, with four clients providing over half of 2025 continuing revenues, and a few customers accounting for all accounts receivable, underscoring execution and credit risk during the transformation.