Insider Guo Li to control 99.4% voting power at AIOS (AIOS)

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Extreme voting power concentration: After the subscription, Guo Li will control about 60.6% of outstanding common shares but approximately 99.4% of the aggregate voting power, materially concentrating corporate control in a single insider.
• Related party insider issuance at par value: The 5,000,000 Class B shares are issued to an entity owned by the Co-CEO and director at par (US$0.0001 per share, US$500 total), raising potential governance and conflict-of-interest concerns despite audit committee and Board approval.

Insights

Corporate governance analyst

Guo Li gains near-total voting control via low-cash insider share subscription.

The agreement allows Swift Prime Limited, owned by Co-CEO and director Guo Li, to acquire 5,000,000 Class B common shares for only US$500, equal to par value. These shares are subject to a five-year transfer restriction requiring Board approval for any disposal.

Upon completion, Guo Li will beneficially own around 60.6% of outstanding common shares and approximately 99.4% of aggregate voting power. This creates a dual dynamic of modest economic stake increase alongside very high voting concentration in a single insider.

The company characterizes this as a related party transaction, noting audit committee and Board approvals with related parties recused. Governance implications hinge on how this concentrated voting power is exercised in future decisions and how independent directors oversee conflicts, which will be visible in subsequent company disclosures.

Key Figures

Class B shares subscribed: 5,000,000 shares Subscription price per share: US$0.0001 per share Total subscription consideration: US$500 +3 more

6 metrics

Class B shares subscribed 5,000,000 shares Under Share Subscription Agreement with Swift Prime Limited

Subscription price per share US$0.0001 per share Price equals par value of Class B common shares

Total subscription consideration US$500 Payable within 10 days following the closing date

Post-transaction equity ownership 60.6% of common shares Beneficial ownership by Guo Li through Swift Prime Limited

Post-transaction voting power 99.4% of aggregate voting power Voting control by Guo Li after issuance

Transfer restriction period 5 years Class B shares cannot be disposed without Board approval in this period

Key Terms

Share Subscription Agreement, Class B common shares, related party transaction, beneficially own, +2 more

6 terms

Share Subscription Agreement financial

"On June 26, 2026, AIOS Tech Inc. entered into a share subscription agreement (the “Share Subscription Agreement”) with Swift Prime Limited"

A share subscription agreement is a written contract in which an investor agrees to buy a specific number of a company's shares at an agreed price and under stated conditions. It matters to investors because it spells out who pays what, when shares are issued, and any protections or obligations for both sides—like a detailed purchase order that clarifies ownership, timing and potential dilution risk so investors know exactly how their stake will be created and protected.

Class B common shares financial

"SPL will subscribe for 5,000,000 Class B common shares of the Company at a price of US$0.0001 per share"

Class B common shares are one of multiple types of a company’s ordinary stock that usually differ from other classes in voting power, dividend priority, or transferability. For investors, the difference matters because owning Class B may mean less control over corporate decisions or different income potential compared with other share classes—like having a seat with fewer votes at a board meeting while still sharing in the company’s profits.

related party transaction financial

"The entry into the Share Subscription Agreement and the proposed issuance of shares to SPL constitutes a related party transaction."

A related party transaction is any deal or transfer of value between a company and people or entities with close ties to it — such as executives, major owners, family members, or affiliated businesses. Investors watch these transactions because they can favor insiders over outside shareholders, skirt fair market pricing, or hide risks; like selling your car to a relative at a friendly price, they require clear disclosure and scrutiny to judge impact on value.

beneficially own financial

"Upon completion of the transaction, Mr. Guo Li, through SPL, will beneficially own approximately 60.6% of the Company’s outstanding common shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

aggregate voting power financial

"representing approximately 99.4% of the aggregate voting power of the Company."

audit committee financial

"The terms of the agreement were reviewed and approved by the audit committee and the Board of Directors of the Company"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 06/26/2026 - 04:31 PM Accepted by SEC EDGAR 06/26/2026 - 04:30 PM Learn about SEC filing dates

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 June 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 ☐

On June 26, 2026, AIOS Tech Inc. (the “Company”) entered into a share subscription agreement (the “Share Subscription Agreement”) with Swift Prime Limited (“SPL”), a company wholly owned by Mr. Guo Li, who serves as a director and Co-Chief Executive Officer of the Company. Under the Share Subscription Agreement, SPL will subscribe for 5,000,000 Class B common shares of the Company at a price of US$0.0001 per share, which is the par value of Class B common shares, for a total consideration of US$500, to be paid within 10 days following the closing date. SPL has voluntarily agreed that, for a period of five years from the date of issuance, the Class B common shares may not be transferred, sold, or otherwise disposed of without prior approval of the Board of Directors of the Company. Upon completion of the transaction, Mr. Guo Li, through SPL, will beneficially own approximately 60.6% of the Company’s outstanding common shares, representing approximately 99.4% of the aggregate voting power of the Company.

The entry into the Share Subscription Agreement and the proposed issuance of shares to SPL constitutes a related party transaction. The terms of the agreement were reviewed and approved by the audit committee and the Board of Directors of the Company, with all related parties recusing themselves from deliberation and voting.

The foregoing description of the Share Subscription Agreement does not purport to describe all terms and conditions thereof and is qualified in its entirety by reference to the form of Share Subscription Agreement which is filed as Exhibits 10.1 hereto, and is incorporated herein by reference.

EXHIBIT INDEX

Exhibit No.		Description
10.1		Form of Share Subscription Agreement dated June 26, 2026 between AIOS Tech Inc. and Swift Prime Limited

 1

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: June 26, 2026	By:	/s/ Guo Li
	Name:	Guo Li
	Title:	Co-Chief Executive Officer

 2

FAQ

What related party transaction did AIOS (AIOS) disclose in this 6-K?

AIOS Tech Inc. disclosed a related party share subscription where Swift Prime Limited, wholly owned by director and Co-CEO Guo Li, will subscribe for 5,000,000 Class B common shares under a Share Subscription Agreement approved by the audit committee and Board, with related parties recused.

How many shares is Swift Prime Limited subscribing for in AIOS (AIOS)?

Swift Prime Limited will subscribe for 5,000,000 Class B common shares of AIOS Tech Inc. These shares are issued at par value and subject to a five-year transfer restriction that requires prior Board approval before they can be transferred, sold, or otherwise disposed of.

What price is AIOS (AIOS) receiving for the new Class B shares?

The Class B common shares are priced at US$0.0001 per share, equal to par value. For 5,000,000 shares, AIOS Tech Inc. will receive total consideration of US$500, payable within 10 days following the closing date of the transaction.

How will this transaction affect Guo Li’s control of AIOS (AIOS)?

After the transaction, Guo Li, through Swift Prime Limited, will beneficially own about 60.6% of AIOS Tech Inc.’s outstanding common shares and approximately 99.4% of the aggregate voting power, giving him near-total voting control over shareholder decisions at the company.

Are the new AIOS (AIOS) Class B shares freely transferable?

No, the Class B common shares subscribed by Swift Prime Limited are restricted. For five years from issuance, they may not be transferred, sold, or otherwise disposed of without prior approval from the Board of Directors of AIOS Tech Inc., limiting liquidity for that period.

How did AIOS (AIOS) approve this related party share subscription?

The terms of the Share Subscription Agreement were reviewed and approved by the audit committee and the Board of Directors of AIOS Tech Inc. All related parties recused themselves from deliberation and voting, reflecting standard procedures for handling related party transactions.

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 FORM OF SHARE SUBSCRIPTION AGREEMENT DATED JUNE 26, 2026 BETWEEN AIOS TECH INC. 32.0 KB