GMEX Robotics (Nasdaq: GMEX) plans 30% MediaMeta stake, exclusive AI license

Q: What deal did GMEX (GMEX) announce with MediaMeta?

GMEX Robotics agreed to acquire an initial 30% fully diluted equity interest in Alpha Meta AI’s MediaMeta business. The price equals 30% of MediaMeta’s adjusted equity valuation, based on a US$8.4 million reference valuation, paid in cash and GMEX shares.

Q: How is the purchase price structured for GMEX (GMEX) in the MediaMeta deal?

GMEX will pay the initial consideration 60% in cash and 40% in Class A ordinary shares . Ten percent of both the cash and share components will be placed in escrow at closing to secure indemnification obligations under the Share Purchase Agreement.

Q: Can GMEX (GMEX) gain control of MediaMeta after the initial acquisition?

GMEX receives an irrevocable option, exercisable for 24 months after closing, to acquire additional equity interests in the Issuer. If fully exercised, this option would permit GMEX to obtain a controlling equity interest, subject to performance and other conditions.

Q: What are the key closing conditions and timing for the GMEX (GMEX)–MediaMeta deal?

Closing is to occur within 90 days of signing, subject to extensive conditions including satisfactory due diligence, required consents, ancillary agreements, no material adverse effect and no legal restraints. The company notes there is no assurance the transaction will be completed.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

6-K

Rhea-AI Filing Summary

GMEX Robotics Corporation agreed to acquire an initial 30% fully diluted equity interest in Alpha Meta AI’s MediaMeta business through a Share Purchase Agreement. The initial purchase price equals 30% of MediaMeta’s adjusted equity valuation, based on a reference equity valuation of US$8.4 million, implying US$2.52 million if not adjusted after due diligence.

Consideration will be paid 60% in cash and 40% in GMEX Class A shares, with 10% of each component held in escrow to secure indemnification obligations. The agreement includes make-good provisions tied to MediaMeta achieving more than US$52.6 million in aggregate revenue over five years, allowing GMEX an adjustment or partial refund if the target is not met.

GMEX receives an irrevocable 24‑month option to buy additional equity interests that could deliver a controlling stake, generally on the same 60/40 cash‑share mix. GMEX and its subsidiaries will also obtain a perpetual, worldwide, exclusive, fully paid‑up, royalty‑free technology license over key MediaMeta AI assets. Closing is to occur within 90 days after signing, subject to termination rights and extensive closing conditions, and there can be no assurance the transaction will be completed.

Filing Explained

The deal remains unclosed; its 40% share consideration is a closing obligation, with the share count still dependent on GMEX’s pre-closing VWAP.

As a foreign private issuer’s interim report, the July 28 Form 6-K records GMEX’s signed agreement for a proposed acquisition that remains subject to closing conditions. The report also makes this disclosure part of GMEX’s Form F-3 registration statement; the share component remains payable at closing, so the filing does not state that those shares have been issued.

The press-release exhibit calls US$52.6 million in revenue “expected,” but the operative terms treat that figure as a target over the five years after closing, with adjustment or partial-refund rights if it is missed; revenue at that level is not reported as realized.

The number of Class A shares to be used as consideration is not fixed in the filing: it will be based on GMEX’s volume-weighted average trading price over the 20 trading days ending immediately before closing.

Key Figures

Initial equity interest: 30% fully diluted equity interest Reference equity valuation: US$8.4 million Implied initial purchase price: US$2.52 million +5 more

8 metrics

Initial equity interest 30% fully diluted equity interest Equity interests representing 30% of Issuer’s issued and outstanding equity on a fully diluted, after-issued basis

Reference equity valuation US$8.4 million Reference equity valuation for Issuer used to calculate initial purchase price before any adjustment

Implied initial purchase price US$2.52 million 30% of the US$8.4 million reference equity valuation, absent adjustment after due diligence

Cash/share mix 60% cash / 40% shares Proportion of initial purchase price payable in cash and GMEX Class A ordinary shares

Escrow holdback 10% cash and 10% shares Portion of each consideration component deposited into escrow to secure indemnification obligations

Revenue make-good target US$52.6 million Aggregate revenue target over five years after closing that triggers adjustment or refund rights

Option exercise period 24 months Period after closing during which GMEX may acquire additional equity interests to obtain control

Closing outside date 90 days Closing is to occur within 90 days after execution of the Share Purchase Agreement, subject to termination rights

Key Terms

Share Purchase Agreement, fully diluted, make-good provisions, royalty-free license, +1 more

5 terms

fully diluted financial

"equity interests representing 30% of Issuer’s issued and outstanding equity interests on a fully diluted basis"

Fully diluted is the total number of a company's shares that would exist if every potential share from stock options, warrants, convertible debt and other claims were converted into common stock — like counting every reserved pizza slice as if everyone who could request one already had it. Investors use the fully diluted share count to see the realistic ownership picture and how those future claims could lower each shareholder’s percentage, earnings per share and implied valuation.

make-good provisions financial

"includes make-good provisions tied to Issuer’s achievement of more than US$52.6 million in aggregate revenue"

royalty-free license regulatory

"perpetual, worldwide, exclusive, transferable, sublicensable, fully paid-up and royalty-free license"

material adverse effect regulatory

"including the accuracy of the parties’ representations and warranties, compliance with covenants, the absence of a material adverse effect"

A material adverse effect is a significant negative change or event that substantially reduces a company’s business, financial condition, or future prospects — think of it like a sudden major engine failure that makes a car unreliable. Investors care because such an event can lower expected profits, trigger contract clauses (allowing counterparties to renegotiate or walk away), and prompt swift stock-price reassessment based on the higher risk and uncertainty.

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

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Available on EDGAR 07/28/2026 - 08:45 AM Accepted by SEC EDGAR 07/28/2026 - 08:45 AM

FAQ

What deal did GMEX (GMEX) announce with MediaMeta?

GMEX Robotics agreed to acquire an initial 30% fully diluted equity interest in Alpha Meta AI’s MediaMeta business. The price equals 30% of MediaMeta’s adjusted equity valuation, based on a US$8.4 million reference valuation, paid in cash and GMEX shares.

How is the purchase price structured for GMEX (GMEX) in the MediaMeta deal?

GMEX will pay the initial consideration 60% in cash and 40% in Class A ordinary shares. Ten percent of both the cash and share components will be placed in escrow at closing to secure indemnification obligations under the Share Purchase Agreement.

What revenue target and make-good terms affect GMEX (GMEX) in this transaction?

The Issuer agreed to a five-year revenue target of more than US$52.6 million. If MediaMeta does not meet this target, GMEX will be entitled to an adjustment to, or partial refund of, the consideration paid, as outlined in the Share Purchase Agreement.

What technology rights does GMEX (GMEX) obtain from MediaMeta?

GMEX and its subsidiaries will receive a perpetual, worldwide, exclusive, transferable, sublicensable, fully paid-up and royalty-free license to use, develop and commercialize specified MediaMeta intellectual property, software, AI systems, models, datasets and robotics-related data while MediaMeta retains ownership.

Can GMEX (GMEX) gain control of MediaMeta after the initial acquisition?

GMEX receives an irrevocable option, exercisable for 24 months after closing, to acquire additional equity interests in the Issuer. If fully exercised, this option would permit GMEX to obtain a controlling equity interest, subject to performance and other conditions.

What are the key closing conditions and timing for the GMEX (GMEX)–MediaMeta deal?

Closing is to occur within 90 days of signing, subject to extensive conditions including satisfactory due diligence, required consents, ancillary agreements, no material adverse effect and no legal restraints. The company notes there is no assurance the transaction will be completed.

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 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of July 2026

Commission File Number 001-41774

GMEX Robotics Corporation

(Translation of registrant’s name into English)

23-25 Mangrove Lane

Taren Point, NSW 2229

Australia

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Share Purchase Agreement

On July 28, 2026, GMEX Robotics Corporation, a British Virgin Islands company (the “Company”), entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with Alpha Meta AI Pte. Ltd., a Singapore company (“Issuer”), and MetaGen AI Limited, a British Virgin Islands company and principal shareholder of Issuer (“MetaGen”). Issuer conducts its MediaMeta business through mediameta.ai and related business units (“MediaMeta”), which are focused on social-intelligence artificial intelligence, human-behavioral modeling and social world models. Pursuant to the Share Purchase Agreement, and subject to the satisfaction or waiver of the conditions set forth therein, Issuer agreed to issue to the Company equity interests representing 30% of Issuer’s issued and outstanding equity interests on a fully diluted, after-issued basis (the “Initial Acquisition”).

The initial purchase price will equal 30% of Issuer’s adjusted equity valuation. The Share Purchase Agreement establishes a reference equity valuation of US$8.4 million, which would result in an initial purchase price of US$2.52 million absent adjustment. Before closing, the Company may propose a downward adjustment to the reference equity valuation if its continuing due diligence identifies specified material issues affecting the valuation. If the parties do not agree on an adjustment, the Company may proceed at the reference equity valuation, proceed at another valuation agreed in writing or terminate the Share Purchase Agreement.

The initial purchase price will be payable 60% in cash and 40% in Class A ordinary shares of the Company. The number of shares will be determined using the volume-weighted average trading price of the Company’s Class A ordinary shares on Nasdaq during the 20 trading-day period ending on and including the trading day immediately preceding the closing date. At closing, 10% of each of the cash consideration and share consideration will be deposited into escrow to secure the indemnification obligations of Issuer and MetaGen.

The Share Purchase Agreement also includes make-good provisions tied to Issuer’s achievement of more than US$52.6 million in aggregate revenue during the five years following the closing. If Issuer fails to achieve the revenue target, the Company will be entitled to an adjustment to or partial refund of the consideration paid to Issuer, in each case subject to the terms of the Share Purchase Agreement.

The Share Purchase Agreement grants the Company an irrevocable option, exercisable at any time during the 24-month period following the closing of the Initial Acquisition, to acquire additional equity interests in Issuer that, if exercised in full, would permit the Company to obtain a controlling equity interest in Issuer. The purchase price for any additional interests will be based on Issuer’s adjusted equity valuation and generally will be payable in the same 60% cash and 40% share proportion as the initial purchase price, unless the parties otherwise agree. The option is subject to the performance conditions, required approvals, post-closing due diligence and other requirements set forth in the Share Purchase Agreement.

Pursuant to the Share Purchase Agreement, the Company and Issuer will enter into an Exclusive Technology License Agreement pursuant to which Issuer will grant the Company and its present and future subsidiaries a perpetual, worldwide, exclusive, transferable, sublicensable, fully paid-up and royalty-free license to access, use, modify, develop, integrate, distribute, commercialize and otherwise exploit specified intellectual property, software, artificial intelligence systems, models, datasets, robotics-related data and other technology used in or relating to MediaMeta’s business, including specified technology developed, modified, enhanced or improved after the effective date. Issuer will retain ownership of the licensed technology, subject to the Company’s licensed rights.

Additionally, pursuant to the Share Purchase Agreement, the Company, Issuer, MetaGen and the applicable shareholders of Issuer will enter into a Shareholders Agreement which will provide the Company with certain board representation rights and certain other rights over specified material corporate actions.

Closing Conditions

The closing of the Initial Acquisition is subject to the satisfaction or waiver of the conditions set forth in the Share Purchase Agreement, including the accuracy of the parties’ representations and warranties, compliance with their respective covenants, the absence of a material adverse effect, receipt of required consents and approvals, execution of the applicable ancillary agreements, the absence of any legal restraint prohibiting the transaction and completion of the Company’s legal, financial, tax, commercial, technical, intellectual-property, artificial-intelligence, privacy, cybersecurity and business due diligence to its reasonable satisfaction. The Share Purchase Agreement provides that the closing is to occur within 90 days after its execution, subject to the termination rights set forth therein.

The foregoing description of the Share Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the text of such agreement, a copy of which is filed as Exhibit 2.1 to this Report on Form 6-K and incorporated herein by reference. The representations, warranties and covenants contained in such agreement were made solely for purposes of that agreement, as of specified dates and for the benefit of the parties thereto, and may be subject to qualifications and limitations agreed upon by the parties.

Press Release

On July 28, 2026, the Company issued a press release announcing its entry into the Share Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K.

INCORPORATION BY REFERENCE

The information contained in this Report on Form 6-K, including the exhibits hereto, shall be deemed to be incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-284232) and shall be deemed a part thereof from the date on which this Report on Form 6-K is furnished, to the extent not superseded by subsequently filed or furnished documents or reports.

EXHIBIT INDEX

Exhibit No.		Description

2.1*		Share Purchase Agreement, dated July 28, 2026, by and among GMEX Robotics Corporation, Alpha Meta AI Pte. Ltd. and MetaGen AI Limited.
99.1		Press Release, dated July 28, 2026.

* Certain schedules and exhibits to the Share Purchase Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule or exhibit upon request.

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.

Date: July 28, 2026	GMEX ROBOTICS CORPORATION

	By:	/s/ Yinying Lu
		Yinying Lu
		Chief Executive Officer and Director (Principal Executive Officer)

Exhibit 99.1

GMEX Robotics Corporation Enters into Definitive Agreement to Acquire Strategic Equity Interest in MediaMeta.Ai to Advance Social Intelligence

Synergetic acquisition to compliment GMEX’s Robotic Intelligence-with $52.6 million in revenues expected from MediaMeta and exclusive rights to use MediaMeta technology

Sydney, Australia — July 28, 2026 — GMEX Robotics Corporation (Nasdaq: GMEX) (“GMEX” or the “Company”) today announced that it has entered into a definitive share purchase agreement (the “Share Purchase Agreement”) with Alpha Meta AI Pte. Ltd. (the “Issuer”), MetaGen AI Limited and the other parties thereto.

The Issuer conducts its Media Meta business through mediameta.ai and related business units (“Media Meta”), focused on social-intelligence artificial intelligence and human-behavioral modeling. The proposed transaction remains subject to the satisfaction or waiver of closing conditions, including GMEX’s completion of legal, financial, tax, commercial, technical, intellectual-property, AI, privacy, cybersecurity and business due diligence to its reasonable satisfaction, receipt of required approvals and consents, execution of the related ancillary agreements and the absence of any legal restraint prohibiting the transaction. There can be no assurance that the proposed transaction will be completed on the anticipated timetable or at all.

Transaction Highlights

	●	Initial acquisition of 30% fully diluted equity interest in the Issuer with option, but not obligation, to acquire additional shares that, if exercised in full, would permit GMEX to obtain a controlling equity interest, subject to the terms and conditions of the Share Purchase Agreement;

	●	Purchase consideration consisting of a combination of cash and GMEX common shares, subject to the definitive transaction terms;

	●	The issuer agreed to certain make good provision to achieve more than USD $52.6 million in revenues (the “Revenue Target”) over the next five years from closing. GMEX will be entitled to certain adjustment or partial refund of the consideration paid to the Issuer if it fails to achieve the Revenue Target;

	●	Perpetual, exclusive, fully paid-up and royalty-free technology license for GMEX and its subsidiaries covering specified intellectual property, software, AI systems, models and robotics-related data.

Strategic Rationale

MediaMeta is focused on developing social-intelligence AI and human-behavioral modeling designed to map patterns, structures and behavioral dynamics that shape how people relate to one another. Its technology is intended to provide AI systems with a data and modeling layer that can assist them in interpreting social context and operating more effectively in real-world human environments.

MediaMeta’s social world models are intended to help AI systems reason, anticipate and respond to human behavior by incorporating behavioral data, cultural context and environmental signals. GMEX believes these capabilities may complement its development of AI-powered robotics intended for consumer, hospitality, healthcare, assisted-living, education, retail and other environments.

The transaction is expected to give GMEX access to technology that may be integrated into its robotics architecture, subject to successful completion of the transaction and subsequent development, integration, testing and commercialization efforts.

Leadership Commentary

“2026 marks a transformational year for all of us at GMEX. Our next step is to integrate all the critical components for our Terminal + Intelligence platform,” said Sam Lu, CEO of GMEX Robotics. “The robotics industry stands at an inflection point. At the core of GMEX’s strategy is a conviction that shapes every investment decision the Company makes: We cannot advance human civilization with technology that does not understand humans. Human experience is not transactional. It is relational, contextual and deeply cultural — shaped by unspoken norms, emotional signals and the invisible architecture of social environments. AI systems that operate without this understanding are fundamentally limited in the environments that matter most, including hospitals and rehabilitation centers, assisted-living facilities, schools, hotels, retail and homes. Subject to closing and successful integration, our collaboration with MediaMeta is expected to enhance GMEX’s ability to develop robotic systems that can better read, interpret and respond to human social cues.”

“Social intelligence has long been the missing layer between capable AI systems and meaningful real-world human interaction,” said Mark March of mediameta.ai. “Joining forces with GMEX gives us the opportunity to bring contextual awareness and behavioral understanding into robotics applications where trust, empathy, and human collaboration are essential. Together, we believe we can help define the next generation of intelligent machines.”

Additional information regarding the proposed transaction will be included in a Report of Foreign Private Issuer on Form 6-K to be filed by GMEX with the U.S. Securities and Exchange Commission.

About GMEX Robotics Corporation

GMEX Robotics is a technology company focused on the development and commercialization of AI-powered robotics and intelligent automation solutions. The Company is advancing robotics applications across consumer, hospitality and commercial environments, combining artificial intelligence with hardware innovation to deliver efficient and scalable automation technologies.

About MediaMeta

Headquartered in Singapore, MediaMeta is focused on social-intelligence AI and human-behavioral modeling. Its work includes mapping social intelligence, capturing the patterns, structures and behavioral dynamics that define how humans relate to one another, and developing a foundational data layer intended to help the next generation of AI systems function effectively in real-world environments.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of applicable securities laws. These forward-looking statements include, without limitation, statements regarding the proposed acquisition by GMEX of an initial equity interest in the Issuer; GMEX’s option to acquire additional equity interests and potentially obtain a controlling interest; the anticipated execution and terms of the exclusive technology license agreement and shareholders agreement; anticipated board representation and minority-protection rights; the satisfaction of closing conditions, including completion of due diligence; the timing and completion of the proposed transaction; the anticipated strategic, technological and commercial benefits of the proposed transaction; the integration and use of MediaMeta’s intellectual property, software, AI systems, models and data; the development and deployment of social world models and human-centric robotics; and the future performance, revenue, business plans and prospects of the Issuer, MediaMeta and GMEX.

Forward-looking statements are generally identified by words such as “will,” “expects,” “anticipates,” “believes,” “intends,” “plans,” “estimates,” “targets,” “may,” “should,” “would,” “could,” “potential,” and similar expressions, although not all forward-looking statements contain these identifying words. These statements reflect management’s current expectations and are based on information available as of the date of this press release. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements to differ materially from those expressed or implied.

These risks and uncertainties include, without limitation: the failure to complete satisfactory legal, financial, tax, commercial, technical, intellectual-property, AI, privacy, cybersecurity or other due diligence; the failure to satisfy or waive one or more closing conditions; the failure to obtain required regulatory, corporate or third-party approvals or consents; the failure of the parties to execute the ancillary agreements on anticipated terms; the possibility that the transaction may be delayed, modified or terminated; the possibility that GMEX may not exercise its option to acquire additional equity interests or obtain a controlling interest; the possibility that the anticipated strategic, technological or financial benefits may not be realized or may take longer to realize than expected; risks associated with integrating, developing, testing and commercializing the licensed technology; the early-stage and evolving nature of certain technologies; the ability to protect and enforce intellectual-property rights; data privacy, cybersecurity, artificial-intelligence and cross-border regulatory risks; the ability of the Issuer to achieve applicable performance targets; the competitive and rapidly evolving nature of the artificial-intelligence and robotics industries; macroeconomic and market conditions; and other risks described from time to time in GMEX’s filings with the U.S. Securities and Exchange Commission.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date made. GMEX undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances occurring after the date of this press release, except as required by applicable law.

INVESTOR RELATIONS CONTACT

CORE IR

IR@GMEXRobotics.com

MEDIA CONTACT

CORE IR & PR

Press@GMEXRobotics.com

(212) 655-0924

www.GMEXRobotics.com

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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