Luda Technology to buy 55% of AI Data Quant Tech for $935K
The transaction combines cash and Luda shares, while proposed Huazhi Future projects require separate definitive agreements.
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Rhea-AI Filing Summary
On October 29, 2026, Luda Technology Group Ltd (LUD) executed an agreement to acquire 5,500 ordinary shares, representing 55% of AI Data Quant Tech’s issued share capital, for US$935,000 upon completion. The consideration comprises US$600,000 in cash and US$335,000 in Luda ordinary shares, valued by reference to 91,780 shares at US$3.65 per share, the market closing price on October 14, 2026. US$400,000 of the cash portion has been paid; the remaining US$200,000 is due within three months after execution. The seller, Ms. Liu Liangping, is AI Data Quant Tech’s sole director and Luda’s Chief Operating Officer. She is married to Luda director and CEO Ma Biu, an ultimate beneficial owner. Luda said its audit committee reviewed and approved the related-party transaction.
Separately, Luda signed a strategic MOU with Huazhi Future to explore overseas computing, liquid-cooling and financing cooperation. The MOU is nonbinding except for its confidentiality provisions and provisions on its nature and effect; specific projects require separate definitive agreements. Its initial term is two years, with automatic one-year renewals unless either party objects in writing. Each party is to prepare project plans within 30 days of signing.
Filing Explained
Luda has signed the agreement, but the acquisition is not reported as completed; upon completion, its 55% stake would make AI Data Quant Tech a subsidiary.
Key Figures
Key Terms
high-performance computing technical
Liquid Cooling Technology Joint Laboratory technical
FAQ
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How much is LUD's agreement to acquire 55% of AI Data Quant Tech worth?
How is LUD's US$935,000 acquisition consideration structured?
What does LUD's MOU with Huazhi Future cover?
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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: 001-42289
Luda Technology Group Limited
Rooms 1604-1605, 16/F, YF Life Centre
38 Gloucester Road, Wanchai
Hong Kong
(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 REPORT ON FORM 6-K
Entry Into Material Agreement
On October 29, 2026, Luda Technology Group Limited (the “Company”) executed a share purchase agreement (the “Agreement”) with Asia AI Data Centre & Quantum Technology Company Limited (“AI Data Quant Tech”) to acquire a 55% stake in AI Data Quant Tech, following the previously announced memorandum of understanding entered into by the parties on June 18, 2026,in relation to the transaction.
Upon completion of the Agreement, the Company will acquire 5,500 ordinary shares of AI Data Quant Tech, representing 55% of its issued share capital, for a total consideration of US$935,000. The consideration is comprised of US$600,000 in cash and US$335,000 to be satisfied by allotment and issuance of ordinary shares (the “Ordinary Shares”) of the Company. The parties acknowledge that the value of the Consideration Shares is calculated by reference to 91,780 ordinary shares of the Company at US$3.65 per share, being the market closing price on October 14, 2026. Of the cash portion of the consideration, US$400,000 has been paid; the remaining US$200,000 is due within three months after the execution date of the Agreement.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a form of which is filed as an exhibit 99.1 to this Report on Form 6-K.
Press Release
On October 30, 2026, the Company issued a press release, a copy of which are filed as Exhibit 99.2 hereto, and incorporated herein by reference, announcing that the Company’s execution of the Agreement, as well as its execution of a memorandum of understanding (the “MOU”) with Huazhi Future (Chongqing) Technology Company, Limited to explore strategic opportunities in AI infrastructure.
Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Share Purchase Agreement dated October 29, 2026 | |
| 99.2 | Press Release dated October 30, 2026 |
1
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Luda Technology Group Limited | ||
| By: | /s/ Ma Biu | |
| Name: | Ma Biu | |
| Title: | Chief Executive Officer | |
| Date: October 30, 2026 | ||
2
Exhibit 99.1
SHARE PURCHASE AGREEMENT
Acquisition of 55% of the issued share capital of
Asia AI Data Centre & Quantum Technology Company Limited
This Share Purchase Agreement (this “Agreement”) is made on_______________________ (the “Execution Date”).
LUDA TECHNOLOGY GROUP LIMITED, incorporated in the Cayman Islands with registration number 382499 and registered office at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands, and principal place of business at Rooms 1604-1605, 16/F, YF Life Centre, 38 Gloucester Road, Wanchai, Hong Kong (the “Purchaser”);
MS. LIU LIANGPING, holder of [*], residing at [*](the “Vendor”); and
ASIA AI DATA CENTRE & QUANTUM TECHNOLOGY COMPANY LIMITED, incorporated in Hong Kong SAR with business registration number 68230643 and registered office at Room 1606-1607, 16/F, YF Life Centre, 38 Gloucester Road, Wanchai, Hong Kong (the “Company”).
Each of the Purchaser, Vendor, and Company is a “Party” and together the “Parties.”
| 1. | Background |
| a. | The Company was incorporated in Hong Kong on 21 September 2017 with business registration number 68230643. |
| b. | Prior to the Execution Date, the issued share capital of the Company comprises 10,000 ordinary shares of HK$1.00 each, of which the Vendor holds 10,000 ordinary shares. |
| c. | The Vendor wishes to sell, and the Purchaser wishes to purchase, 5,500 ordinary shares representing 55% of the issued share capital of the Company, on the terms and subject to the conditions set out in this Agreement. |
| d. | The Vendor is a sole director of the Company. The Vendor’s spouse is an ultimate beneficial owner and director of the Purchaser. The Vendor is also an executive officer and former director of the Purchaser. Accordingly, the sale and purchase of the Sale Shares constitutes a related party transaction for the purposes of the Purchaser and has been reviewed and approved by the audit committee of the board of directors of the Purchaser in accordance with Section 120 of the NYSE American Company Guide and the Purchaser’s related person transaction policy. |
| 2. | Definitions and Interpretation |
| a. | “Business Day” means a day, other than a Saturday, Sunday or public holiday of Hong Kong. |
| b. | “Consideration Shares” means 91,780newly issued ordinary shares of the Purchaser to be allotted and issued to the Vendor as part of the Consideration in accordance with Clause 5, subject to the restrictions arising under applicable US securities laws and the lock-up in Clause 4(c). |
| c. | “Completion” means completion of the sale and purchase of the Sale Shares in accordance with Clause 4, which shall take place no later than fourteen (14) Business Days after the Execution Date. |
| d. | “Encumbrance” means any mortgage, charge, pledge, lien, option, restriction, right of first refusal, third-party right or other security interest of any kind. |
| e. | “Sale Shares” means 5,500 ordinary shares in the Company, representing 55% of the issued share capital of the Company. |
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| f. | “SEC” means U.S. Securities and Exchange Commission. |
| g. | “NYSE American” means NYSE American LLC, being the exchange on which the ordinary shares of the Purchaser are listed under the ticker symbol “LUD”. |
| h. | “Window Period” means an open trading window under the Purchaser’s insider trading policy from time to time in force, being (subject to any suspension or blackout imposed by the Purchaser) the period beginning at the start of the third business day following the Purchaser’s public release of its quarterly or annual earnings and ending at the close of business on the 16th calendar day of the last month of the then current fiscal quarter. |
| 3. | Sale and Purchase |
Subject to the terms and conditions of this Agreement, the Vendor shall sell, and the Purchaser shall purchase, the Sale Shares with full ownership rights and free from all Encumbrances attaching to them as at Completion. Upon Completion, the Company shall become a subsidiary of the Purchaser.
| a. | The total consideration for the Sale Shares shall be US$935,000 (the “Consideration”). |
| b. | The Consideration shall comprise: (i) US$600,000 in cash, of which US$400,000 shall be paid by the Purchaser to the Vendor within seven (7) Business Days after the Execution Date and the remaining US$200,000shall be paid within three (3) months after the Execution Date; and (ii) US$335,000, to be satisfied by allotment and issuance of the Consideration Shares. |
| c. | The parties acknowledge that the value of the Consideration Shares is calculated by reference to 91,780 ordinary shares of the Purchaser at US$3.65 per share, being the market closing price on 14 October 2026. |
| 4. | The Vendor’s obligations |
| a. | The Vendor shall complete the transfer of the Sale Shares to the Purchaser no later than fourteen (14) Business Days after the Execution Date (“Completion”). At Completion, the Vendor shall deliver to the Purchaser: (i) a duly executed instrument of transfer and bought and sold notes in respect of the Sale Shares in favour of the Purchaser; (ii) the share certificate(s) in respect of the Sale Shares (or an indemnity in a form reasonably acceptable to the Purchaser if any certificate has been lost); (iii) certified copies of the board resolutions of the Company approving the transfer and the update of the register of members; and (iv) such other documents as are reasonably required to effect the transfer, including the filing of the instrument of transfer and bought and sold notes with the Stamp Office of the Inland Revenue Department for stamping and the update of the register of members and annual return to be filed with the Companies Registry. |
| b. | The Vendor warrants to the Purchaser as at the Execution Date that: |
| - | The Vendor is the legal and beneficial owner of the Sale Shares and has full legal capacity, power and authority to enter into and perform this Agreement, including to sell and transfer the Sale Shares, and the execution and performance of this Agreement by the Vendor does not and will not conflict with, or constitute a default under, any agreement, order or applicable law binding on the Vendor. |
| - | The Sale Shares are fully paid and free from Encumbrances. |
| - | The Company is duly incorporated, validly existing and in good standing under the laws of Hong Kong SAR. |
| - | There is no litigation, arbitration, investigation or dispute pending against the Company which may have a material adverse effect. |
| - | The Company’s financial information and due diligence documents provided to the Purchaser are true and complete. |
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| - | The Company has no material liabilities (whether actual, contingent or otherwise) other than those (i) disclosed in writing to the Purchaser prior to the Execution Date or (ii) incurred in the ordinary course of business. |
| - | The Company has, in all material respects, filed all tax returns required to be filed by it and paid all taxes shown as due on such returns, and there is no material tax dispute pending or, to the Vendor’s knowledge, threatened against the Company. |
| c. | The Vendor shall undertake a lock-up period that the vendor shall not dispose of the Consideration Shares for six (6) months after issuance of the Consideration Shares except as permitted by applicable securities laws and the Purchaser’s written consent. |
| d. | The Purchaser warrants to the Vendor as at the Execution Date that: (i) it is a company duly incorporated and validly existing under the laws of the Cayman Islands and has full corporate power and authority to enter into and perform this Agreement; (ii) the execution and performance of this Agreement have been duly authorised by all necessary corporate action of the Purchaser, including the approval of its audit committee in respect of this related party transaction; (iii) this Agreement constitutes valid and binding obligations of the Purchaser enforceable in accordance with its terms; (iv) the Consideration Shares, when allotted and issued in accordance with this Agreement, will be validly issued, fully paid and non-assessable, free from all Encumbrances (other than restrictions arising under applicable US securities laws), and will rank pari passu in all respects with the ordinary shares of the Purchaser then in issue; and (v) the Purchaser is in compliance in all material respects with its continuing obligations under the rules of NYSE American LLC and the SEC, subject to the material weakness in internal control over financial reporting disclosed in its Annual Report on Form 20-F/A for the year ended 31 December 2025. |
| 5. | The Purchaser’s obligations |
| a. | The Purchaser shall pay the Vendor US$400,000 in cash no later than seven (7) business days after the Execution Date, and the remaining US$200,000in cash within three (3) months after the Execution Date. The Vendor’s designated bank account is as follows: |
| Bank name | [*] |
| Account name | [*] |
| Account number | [*] |
| b. | Subject to the terms of this Clause 5, the Purchaser shall allot and issue the Consideration Shares to the Vendor as fully paid, free from all Encumbrances and ranking pari passu in all respects with the Purchaser’s ordinary shares then in issue. |
| c. | The Vendor acknowledges that she is a related party of the Purchaser and an insider for the purposes of the Purchaser’s insider trading policy and applicable US securities laws. The Vendor undertakes to comply with the Purchaser’s insider trading policy from time to time in force, including the requirement that any sale or other disposal by her of the Consideration Shares (or any other securities of the Purchaser) be effected only during a Window Period and otherwise in compliance with Rule 144 under the Securities Act of 1933 and Section 16 of the Securities Exchange Act of 1934 (to the extent applicable). |
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| 6. | The Company’s obligations |
| a. | The Company shall facilitate the transfer of the Sale Shares including submitting required documents to Inland Revenue Department and updating the shareholders information with Company Registry. |
| b. | Beginning from the following month-end after the Execution Date, the Company shall provide the Purchaser with monthly management accounts and annually audited financial statements on an accurate, complete and timely bases. |
| c. | The Company shall give the Purchaser proper notice and circulate necessary materials for all shareholder meetings. |
| 7. | Confidentiality |
Each Party shall keep confidential the terms of this Agreement and all non-public information received in connection with the transaction, except where disclosure is required by law, regulation, court order, stock exchange rule or to its professional advisers, auditors, bankers or affiliates on a need-to-know basis. No public announcement relating to this Agreement shall be made without the prior written consent of the other Parties, unless required by applicable law or regulation.
| 8. | Termination Clause |
This Agreement may be terminated: (a) by the non-defaulting Party, if any other Party commits a material breach of its obligations under this Agreement and (if such breach is capable of remedy) fails to remedy such breach within thirty (30) Business Days after receiving written notice from the non-defaulting Party specifying the breach and requiring its remedy; or (b) by written agreement of all Parties. Termination shall be without prejudice to (i) any rights or remedies of the terminating Party accrued as at the date of termination, including the right to seek damages, specific performance or other equitable relief, and (ii) the continued operation of Clauses 7 (Confidentiality), 9 (Costs and Stamp Duty) and 11 (Governing Law and Dispute Resolution), which shall survive termination. If this Agreement is terminated after Completion but before issuance of the Consideration Shares, the Purchaser’s obligation under Clause 5(e) to pay US$335,000 in cash to the Vendor shall survive and be payable within ten (10) Business Days of termination.
| 9. | Costs and Stamp Duty |
Each Party shall bear its own legal, professional and advisory costs incurred in connection with the negotiation, preparation and performance of this Agreement. Unless otherwise agreed in writing, any stamp duty payable on the transfer of the Sale Shares shall be borne by the Vendor and the Purchaser in equal proportions.
| 10. | Entire Agreement |
This Agreement constitutes the entire agreement among the Parties relating to the sale and purchase of the Sale Shares and supersedes all prior discussions, correspondence, memoranda of understanding and understandings relating to its subject matter, except to the extent expressly incorporated into this Agreement
| 11. | Governing Law and Dispute Resolution |
This Agreement shall be governed by and construed in accordance with the laws of Hong Kong SAR. The Parties shall first attempt in good faith to resolve any dispute arising out of or in connection with this Agreement through negotiation. If the dispute is not resolved within 30 days, the Parties irrevocably submit to the exclusive jurisdiction of the courts of Hong Kong SAR.
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| EXECUTION | ||
| For and on behalf of | ||
| LUDA TECHNOLOGY GROUP LIMITED | ||
| Signature: | ||
| Name: | Mr. Ma Biu | |
| Title: | Director | |
| Date: | ||
| MS. LIU LIANGPING | ||
| Signature: | ||
| Date: | ||
| For and on behalf of | ||
| ASIA AI DATA CENTRE & QUANTUM TECHNOLOGY COMPANY LIMITED | ||
| Signature: | ||
| Name: | Ms. Liu Liangping | |
| Title: | Director | |
| Date: | ||
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Exhibit 99.2
Luda Technology Group Announces Execution of Acquisition of 55% Stake in Asia AI Data Centre & Quantum Technology and Signing MOU with Huazhi Future to Explore Strategic Opportunities in AI Infrastructure
Hong Kong, Oct. 30, 2026 (GLOBE NEWSWIRE) -- Luda Technology Group Limited (NYSE American: LUD) (the “Company” or “Luda Technology”), a manufacturer and trader of stainless steel and carbon steel flanges and fittings products, and a trader of coal, today announced that on October [29], 2026, it had executed a share purchase agreement (the “Agreement”) with Asia AI Data Centre & Quantum Technology Company Limited (“AI Data Quant Tech”) to acquire a 55% stake in AI Data Quant Tech, following the previously announced memorandum of understanding entered into by the parties in relation to the transaction. The Agreement officially marks the Company’s entry into computing infrastructure operations management.
Acquisition Highlights
AI Data Quant Tech specializes in operations and management of data center planning and construction, high-performance computing rental, and quantum computing hosting and operations. Through AI Data Quant Tech, the Company aims to connect Mainland China’s cost-efficient and high-quality AI ecosystem with international markets.
Upon completion of the Agreement, the Company will acquire 5,500 ordinary shares of AI Data Quant Tech, representing 55% of its issued share capital, for a total consideration of US$935,000. The consideration is comprised of US$600,000 in cash and US$335,000 to be satisfied by allotment and issuance of ordinary shares (the “Ordinary Shares”) of the Company. The parties acknowledge that the value of the Consideration Shares is calculated by reference to 91,780 ordinary shares of the Company at US$3.65 per share, being the market closing price on October 14, 2026. Of the cash portion of the consideration, US$400,000 has been paid; the remaining US$200,000 is due within three months after the execution date of the Agreement.
Strategic MOU with Huazhi Future
To support the growth of its AI Data Quant Tech business, the Company signed a strategic MOU with Huazhi Future. A subsidiary of Nasdaq-listed Maase Inc., Huazhi Future focuses on intelligent computing infrastructure and industrial AI applications. Its operations span intelligent computing infrastructure, computing power scheduling and operations, and vertical AI applications and industry services, with established presence in the ASEAN region.
Under the strategic MOU, Luda Technology and Huazhi Future intend to explore opportunities across the following three areas:
1. Overseas Computing Power Export
The Company aims to connect Huazhi Future with overseas channel resource, supporting the expansion of Huazhi Future’s computing power business in ASEAN markets through compliant channels. Huazhi Future will provide the related technical support and operational services. The parties will also explore opportunities to build or operate intelligent computing centers and edge computing nodes in the ASEAN region. To support these efforts, both parties will share market information, customer resources, and policy updates.
2. Liquid Cooling Technology
The parties intend to establish a Liquid Cooling Technology Joint Laboratory and jointly sponsor a Liquid Cooling Technology Research Institute (or a similar research body). Research will focus on liquid cooling systems for containerized data centers, high-efficiency heat-dissipation materials, and intelligent temperature-control algorithms. Huazhi Future will provide application scenarios, testing environments, and market feedback, while Luda Technology will contribute its precision manufacturing capabilities, including its stainless steel and carbon steel flanges and fittings that can be used in liquid cooling piping and fluid-transfer systems. Both parties will also explore the development of standardized, modular, and commercial liquid cooling products for domestic and international markets.
3. Financial Cooperation
The parties intend to explore potential ventures on financing for jointly invested or jointly operated projects, leveraging their respective public company platforms and capital markets access. Both parties plan to share information on investment and M&A opportunities in AI, computing infrastructure, green technology, and high-end manufacturing. They may explore establishing joint investment platforms, subject to each party’s regulatory requirements and commercial interests.
To coordinate these initiatives, the strategic MOU provides for regular senior executive meetings, designated liaison personnel, and dedicated project working groups. Each party will prepare a project plan for each cooperation area within 30 days of signing. The strategic MOU is a framework document setting out the parties’ intentions. Apart from its confidentiality provisions and the provision on the MOU’s own nature and effect, it does not create legally binding obligations. Any specific project will need separate definitive agreements. This strategic MOU has an initial term of two years. It renews automatically for one-year periods unless either party objects in writing.
Management Commentary
Mr. Ma Biu, CEO of Luda Technology, said: “Execution of the AI Data Quant Tech acquisition and signing a strategic MOU with Huazhi Future mark two important steps in moving our data center strategy from planning into execution. Hong Kong is a ’super connector’ between Mainland China’s cost-efficient AI ecosystem and international markets. Huazhi Future brings intelligent computing expertise and a presence in ASEAN. Luda Technology brings more than 20 years of precision metal manufacturing experience, which directly applies to liquid cooling piping and fluid-transfer systems, together with supply chain management and a global agency network. AI Data Quant Tech adds expertise in data center infrastructure operations and management. By combining these strengths, we see a clear path to provide affordable, high-performance AI computing infrastructure and advanced cooling solutions to the world, while we continue to drive innovation in our core steel manufacturing business. These initiatives support Luda Technology’s broader strategy of sustainable growth, diversification and innovation.”
2
Related Party Transaction
The Company bought the shares of AI Data Quant Tech from Ms. Liu Liangping, the sole director of AI Data Quant Tech. Ms. Liu is also Luda Technology’s Chief Operating Officer and previously served as a director of the Company until June 18, 2026. Her spouse, Mr. Ma Biu, is the Company’s Director, Chief Executive Officer, and an ultimate beneficial owner. This makes the acquisition a related party transaction. The Company’s audit committee reviewed and approved the acquisition under Section 120 of the NYSE American Company Guide and the Company’s related person transaction policy.
About Luda Technology Group Limited
Luda Technology Group Limited is a manufacturer and trader of stainless steel and carbon steel flanges and fittings products. The Company’s history began with Luda Development Limited, incorporated in Hong Kong in 2004 and principally engaged in trading steel flanges and fittings. The Company also trades steel pipes, valves and other steel tubing products and serves customers in China and international markets. Luda is expanding its trading activities into energy, metals and mineral commodities, beginning with thermal coal, and is evaluating potential opportunities involving fluorspar, tungsten, iron ore, rare earth products and copper. For more information, please visit Luda Technology’s official website at www.ludahk.com.
Forward-Looking Statements
Certain statements contained in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors including the Company’s ability to integrate AI Data Quant Tech and realize the anticipated benefits of the acquisition and its expansion into computing infrastructure operations management; its ability to pay the remaining US$200,000 cash consideration and satisfy the conditions for issuing the Consideration Shares; the risk that the largely non-binding MOU with Huazhi Future may not result in definitive agreements or implemented projects; the parties’ ability to secure financing, technical support and other resources for the proposed initiatives; their ability to comply with applicable regulatory requirements for cross-border computing services and ASEAN market expansion; uncertainties concerning the development, commercialization and market acceptance of the proposed computing infrastructure and liquid cooling products and services; and the uncertainties related to market conditions. Additional risks are described under ‘Item 3. Key Information—D. Risk Factors’ in the Company’s most recent annual report on Form 20-F and in its other filings with the U.S. Securities and Exchange Commission. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Any forward-looking statements contained in this press release speak only as of the date hereof, and Luda Technology Group Limited specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
Luda Technology Investor Relations
Email: ir@ludahk.com
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