UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2026
Commission File Number: 001-37829
AIOS Tech Inc.
(Registrant’s name)
Room 407, Tower 2, Harbour Centre
8 Hok Cheung Street, Hunghom, Kowloon
Hong Kong
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover Form 20-F or Form 40-F:
Form 20-F ☒ Form
40-F ☐
Entry into a Transaction Agreement
On October 19, 2026, AIOS Tech Inc. (the “Company”)
entered into a transaction agreement (the “Transaction Agreement”) with the Better Way Holdings Limited, Novo Spring Management
Limited and Cloud Spring Limited (collectively, the “Sellers”), which collectively hold all of the issued and outstanding
shares of SmartCore Holdings Limited (the “Target Company”).
Pursuant to the Transaction Agreement, the Company
agreed to acquire from the Sellers, all of the issued and outstanding shares of the Target Company in exchange for the issuance to the
Sellers of an aggregate of 33,333,334 Class A common shares of the Company, par value US$0.0001 per share (the “Consideration Shares”).
The parties valued the Consideration Shares at US$3.00 per share for purposes of the transaction, resulting in aggregate purchase consideration
of approximately US$100 million. No cash consideration is payable by the Company.
Prior to the closing of the transaction (the “Closing”),
the Sellers will complete a series of restructuring and reorganization arrangements (the “Reorganization”). Following completion
of the Reorganization and immediately prior to the Closing, AIMatrix Limited (“AIMatrix”), a company incorporated in Hong
Kong, Happy Fortune Data Limited (“Happy Fortune”), a company incorporated in Macao, and Coco Cloud Technology Pte. Ltd. (“Coco
Cloud”), a company incorporated in Singapore, will be wholly owned subsidiaries of the Target Company, and the Target Company will
indirectly own 80% of EasyPay (Thailand) Co., Ltd. (“EasyPay”), a company incorporated in Thailand. AIMatrix, Happy Fortune,
Coco Cloud and EasyPay are collectively referred to as the “Target Group Companies,” and the Target Company and the Target
Group Companies are collectively referred to as the “Target Group.”
Following the Reorganization,
the Target Company, through the Target Group Companies, will be primarily engaged in (i) internet data center (“IDC”) connectivity
services, including cross-border network interconnection, bandwidth optimization and management of global data traffic for customers served
through overseas sales channels and (ii) IDC services, including customized server hosting, IP address allocation, and bandwidth management.
The Company believes that the
Target Group’s cross-border IDC connectivity and data center service capabilities may complement the Company’s existing portfolio
of IT infrastructure, financial industry IT services and AI solutions. The Target Group operates in Hong Kong, Macao, Singapore and Thailand.
If completed, the transaction is expected to expand the Company’s geographic coverage in the Greater Bay Area and Southeast Asia.
The Company’s board of directors approved
the execution and performance of the Transaction Agreement on October 19, 2026. The Closing is expected to occur on or before the end
of November 2026, subject to completion of the Reorganization and the satisfaction or waiver of the other closing conditions set forth
in the Transaction Agreement. There can be no assurance that the closing conditions will be satisfied or waived or that the transaction
will be completed by that date or at all.
Based on 3,249,337 Class A common shares and
5,000,000 Class B common shares outstanding immediately before the Closing, and assuming no other share issuances before the Closing,
the Sellers are expected to hold approximately 80.16% of the Company’s total issued and outstanding shares and approximately 6.21%
of its total voting power immediately after the issuance of the Consideration Shares. Each Class A common share carries one vote, and
each Class B common share carries 100 votes.
The Transaction Agreement also provides that,
subject to the exceptions specified therein, the Consideration Shares issued to Better Way Holdings Limited, one of the Sellers, may not
be transferred or otherwise disposed of for a period of 60 months following the Closing. The Consideration Shares will be issued in a
private transaction exempt from registration under Section 4(a)(2) of, and/or Regulation S under, the Securities Act of 1933, as amended,
and will be restricted securities.
The foregoing description of the Transaction Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Transaction Agreement, which is
filed as Exhibit 10.1 to this Current Report on Form 6-K and is incorporated herein by reference. This report contains forward-looking
statements, including statements regarding the expected timing, completion and benefits of the transaction. These statements involve risks
and uncertainties, including the risks that the closing conditions are not satisfied or waived, and actual results may differ materially.
The Company undertakes no obligation to update these statements except as required by law.
Incorporation by Reference
The contents of this Current Report on Form 6-K
are hereby incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-297531) that was initially
filed with the SEC on July 17, 2026 and declared effective by the SEC on July 27, 2026.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 10.1 |
|
Transaction Agreement dated October 19, 2026, by and among AIOS Tech Inc., Better Way Holdings Limited, Novo Spring Management Limited and Cloud Spring Limited |
| 99.1 |
|
Press Release dated October 19, 2026 |
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.
| |
AIOS Tech Inc. |
| |
|
|
| Date: October 19, 2026 |
By: |
/s/ Guo Li |
| |
Name: |
Guo Li |
| |
Title: |
Co-Chief Executive Officer |
Exhibit 99.1
AIOS Tech Inc. Announces Agreement to Acquire
SmartCore Holdings in All-Stock Transaction Valued at Approximately US$100 Million
Transaction
would add cross-border network connectivity, data center capabilities to AIOS’s AI-driven digital infrastructure platform
HONG KONG, October
19, 2026 (GLOBE NEWSWIRE) -- AIOS Tech Inc. (Nasdaq: AIOS) (“AIOS” or the “Company”), a Hong Kong-based AI and technology-driven
professional service provider, today announced that it has entered into a transaction agreement (the “Transaction Agreement”)
with Better Way Holdings Limited, Novo Spring Management Limited and Cloud Spring Limited (collectively, the “Sellers”), which
collectively hold all of the issued and outstanding shares of SmartCore Holdings Limited (“SmartCore”). Pursuant to the Transaction
Agreement, AIOS agreed to acquire all of the issued and outstanding shares of SmartCore in an all-stock transaction valued at approximately
US$100 million.
Under the Transaction
Agreement, the Company will issue to the Sellers an aggregate of 33,333,334 Class A common shares, par value US$0.0001 per share of AIOS
(the “Consideration Shares”). The parties valued the Consideration Shares at US$3.00 per share for purposes of the transaction,
resulting in aggregate purchase consideration of approximately US$100 million. No cash consideration is payable by the Company. Based
on 3,249,337 Class A common shares and 5,000,000 Class B common shares outstanding immediately before the closing, and assuming no other
share issuances before the closing, the Sellers are expected to hold approximately 80.16% of the Company’s total issued and outstanding
shares and approximately 6.21% of its total voting power immediately after the issuance of the Consideration Shares. Each Class A common
share carries one vote, and each Class B common share carries 100 votes. Subject to the exceptions specified in the Transaction Agreement,
the Consideration Shares issued to Better Way Holdings Limited may not be transferred or otherwise disposed of for 60 months after the
closing.
Before the closing,
the Sellers will complete a series of restructuring and reorganization arrangements (the “Reorganization”) in accordance with
the Transaction Agreement. Following completion of the Reorganization and immediately before the closing, AIMatrix Limited, a company
incorporated in Hong Kong, Happy Fortune Data Limited, a company incorporated in Macao, and Coco Cloud Technology Pte. Ltd., a company
incorporated in Singapore, will be wholly owned subsidiaries of SmartCore, and SmartCore will indirectly own 80% of EasyPay (Thailand)
Co., Ltd., a company incorporated in Thailand. These entities are referred to collectively as the “Target Group.”
Following the
Reorganization, the Target Group is expected to operate primarily in two service categories:
IDC Interconnection Services —
Providing cross-border network connectivity, bandwidth optimization and global data traffic management services to downstream customers
through overseas sales channels.
IDC Services —
Including customized server hosting, IP address allocation and bandwidth management services.
The transaction
is expected to close on or before November 30, 2026, subject to completion of the Reorganization and the satisfaction or waiver of the
other closing conditions set forth in the Transaction Agreement. There can be no assurance that the closing conditions will be satisfied
or waived or that the transaction will be completed by that date or at all. AIOS believes that the Target Group’s cross-border IDC
connectivity and data center service capabilities may complement the Company’s existing portfolio of IT infrastructure, financial
industry IT services and AI solutions. Following the Reorganization, the Target Group is expected to operate in Hong Kong, Macao, Singapore
and Thailand. If completed, the transaction is expected to expand AIOS’s geographic coverage in the Greater Bay Area and Southeast
Asia.
“The Target Group’s cross-border connectivity and data
center capabilities are expected to complement our existing IT infrastructure and AI service offerings,” said Guo Li, Co-Chief Executive
Officer of AIOS Tech Inc. “If completed, this transaction would expand our regional reach and strengthen our ability to serve customers
in the Greater Bay Area and Southeast Asia. We look forward to working with the SmartCore team to pursue these opportunities.”
About AIOS Tech Inc.
AIOS Tech Inc.
provides technology-driven professional services, including information technology solutions, data services and AI-enabled offerings.
The Company’s activities include digital transformation services, IT solutions for the financial sector, enterprise data solutions,
and the development of AI platforms and infrastructure. For more information, visit https://ir.aiosinc.com/.
About SmartCore Holdings Limited
Following completion
of the Reorganization, SmartCore Holdings Limited is expected, through the Target Group companies in Hong Kong, Macao, Singapore and Thailand,
to provide IDC connectivity and IDC services, including cross-border network interconnection, bandwidth optimization, management of global
data traffic, customized server hosting, IP address allocation and bandwidth management.
Forward-Looking Statements
This press release
contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding
the expected timing and completion of the transaction and the Reorganization; the issuance and value of the Consideration Shares; the
Sellers’ expected post-closing ownership and voting power; the anticipated benefits of the transaction; and the Company’s
plans for integration, service offerings and geographic expansion. Forward-looking statements are based on current expectations and assumptions
and involve risks and uncertainties that could cause actual results to differ materially, including the risks that the Reorganization
or other closing conditions may not be completed, satisfied or waived; required approvals or consents may not be obtained; the transaction
may be delayed or may not be completed; the Company’s capitalization may change before closing; the anticipated benefits of the
transaction may not be realized; the Target Group may not be integrated successfully; the transaction may disrupt the businesses of the
Company or the Target Group; and the Company may experience changes in market conditions, customer demand, competition, regulation, or
the trading price of its securities. Additional risks and uncertainties are described in the Company’s filings with the U.S. Securities
and Exchange Commission, available at www.sec.gov. Readers should not place undue reliance on these forward-looking statements, which
speak only as of the date of this press release. The Company undertakes no obligation to update any forward-looking statement, except
as required by law.
Investor and
Media Contact
AIOS Tech Inc.
Email: ir@aiosinc.com
Website: https://ir.aiosinc.com/
