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Co-CEO Guo Li of AIOS Tech Inc. (AIOS) acquires 5M Class B shares

(Very High)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

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.

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Insider Guo Li
Role Co-Chief Executive Officer
Type Security Shares Price Value
Grant/Award Class B common shares 5,000,000 $500.00 $2.50B
Holdings After Transaction: Class B common shares — 5,000,000 shares (Indirect, By Swift Prime Limited)
Footnotes (1)
  1. The Class B common shares, par value US$0.0001 per share (the "Class B Common Shares") were acquired directly from the Issuer in a private placement pursuant to a share subscription agreement, dated June 26, 2026 (the "Share Subscription Agreement"), between a company wholly owned by the Reporting Person and the Issuer, at a purchase price of US$0.0001 per share, for an aggregate subscription price of US$500 for 5,000,000 Class B Common Shares. The subscription was approved by the Issuer's board of directors (the "Board") and audit committee of the Board. The transaction closed on July 14, 2026. The Class B Common Shares acquired are subject to a five (5) year lock-up from the date of issuance of July 14, 2026 under the Share Subscription Agreement, during which the Class B Common Shares may not be transferred, sold, or otherwise disposed of without prior approval of the Board. Prior to the reported transaction, the Reporting Person beneficially owned no securities of the Issuer, as reflected in the Reporting Person's initial statement of beneficial ownership on Form 3 filed March 19, 2026.
Shares acquired 5,000,000 Class B common shares Grant/award acquisition in a private placement closing on July 14, 2026
Purchase price per share US$0.0001 per share Price under the June 26, 2026 share subscription agreement
Aggregate subscription price US$500 Total paid for 5,000,000 Class B common shares
Lock-up period 5 years Lock-up from the July 14, 2026 issuance date under the Share Subscription Agreement
Post-transaction holdings 5,000,000 Class B common shares Indirectly held by Swift Prime Limited following the reported acquisition
Prior beneficial ownership 0 shares Beneficial ownership before this transaction, per prior Form 3 filed March 19, 2026
Class B common shares financial
"The Class B common shares, par value 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.
private placement financial
"were acquired directly from the Issuer in a private placement"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
lock-up financial
"are subject to a five (5) year lock-up from the date of issuance"
A lock-up is an agreement that prevents company insiders, early investors or employees from selling their shares for a set period after a public share offering. It matters to investors because it temporarily limits the number of shares available to trade—like a scheduled hold on extra inventory—and when that hold ends a large number of shares can enter the market, potentially putting downward pressure on the stock price and revealing insiders’ confidence in the company.
beneficially owned financial
"Prior to the reported transaction, the Reporting Person beneficially owned no securities"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
share subscription agreement financial
"pursuant to a share subscription agreement, dated June 26, 2026"
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.

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

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FAQ

What insider transaction did Guo Li report at AIOS Tech Inc. (AIOS)?

Guo Li reported indirectly acquiring 5,000,000 Class B common shares of AIOS Tech Inc. in a private placement. The shares were issued by AIOS to Swift Prime Limited, a company he wholly owns, and the deal closed on July 14, 2026.

At what price were the AIOS Tech (AIOS) Class B shares acquired by Guo Li’s entity?

The Class B shares were acquired at US$0.0001 per share, for an aggregate subscription price of US$500. The purchase occurred under a share subscription agreement between Swift Prime Limited, owned by Guo Li, and AIOS Tech Inc.

What lock-up applies to Guo Li’s Class B shares in AIOS Tech (AIOS)?

The acquired Class B shares are subject to a five-year lock-up from July 14, 2026. During this period, the shares may not be transferred, sold, or otherwise disposed of without prior approval of AIOS Tech’s board of directors.

How many AIOS Tech (AIOS) shares does Guo Li own after this transaction?

After the transaction, Guo Li beneficially owns 5,000,000 Class B common shares of AIOS Tech Inc., all held indirectly through Swift Prime Limited. Before this acquisition, he beneficially owned no securities of AIOS, according to his prior Form 3.

Through which entity does Guo Li hold his AIOS Tech (AIOS) Class B shares?

Guo Li holds his AIOS Tech Class B shares indirectly through Swift Prime Limited. Swift Prime Limited is described as a company wholly owned by Guo Li, and the 5,000,000 Class B shares were issued to this entity in the private placement.

Was the AIOS Tech (AIOS) private placement to Guo Li’s entity board-approved?

Yes. The subscription for 5,000,000 Class B common shares under the share subscription agreement was approved by AIOS Tech’s board of directors and the audit committee, according to the disclosure describing the private placement.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Guo Li

(Last)(First)(Middle)
ROOM 407, TOWER 2, HARBOUR CENTRE
8 HOK CHEUNG ST

(Street)
HONG KONG

(City)(State)(Zip)

CHINA

(Country)
2. Issuer Name and Ticker or Trading Symbol
AIOS Tech Inc. [ AIOS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Co-Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/14/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class B common shares(1)(2)07/14/2026A5,000,000A$5005,000,000(3)IBy Swift Prime Limited
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The Class B common shares, par value US$0.0001 per share (the "Class B Common Shares") were acquired directly from the Issuer in a private placement pursuant to a share subscription agreement, dated June 26, 2026 (the "Share Subscription Agreement"), between a company wholly owned by the Reporting Person and the Issuer, at a purchase price of US$0.0001 per share, for an aggregate subscription price of US$500 for 5,000,000 Class B Common Shares. The subscription was approved by the Issuer's board of directors (the "Board") and audit committee of the Board. The transaction closed on July 14, 2026.
2. The Class B Common Shares acquired are subject to a five (5) year lock-up from the date of issuance of July 14, 2026 under the Share Subscription Agreement, during which the Class B Common Shares may not be transferred, sold, or otherwise disposed of without prior approval of the Board.
3. Prior to the reported transaction, the Reporting Person beneficially owned no securities of the Issuer, as reflected in the Reporting Person's initial statement of beneficial ownership on Form 3 filed March 19, 2026.
/s/ Guo Li07/16/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)