Indicate by check mark whether the registrant
files or will file annual reports under cover Form 20-F or Form 40-F.
On May 28, 2026, NewGenIvf Group Limited (the
“Company”) entered into a Share Purchase Agreement (the “Share Purchase Agreement”) and an Exclusive Agency Agreement
(the “Exclusive Agency Agreement”) with PredicXion Group Limited (a.k.a. K25.ai) (“K25.ai”), in connection with
K25.ai’s APAC-focused AI-powered live-streaming and watch-to-predict platform. A copy of the press release issued by the Company
on May 28, 2026 announcing these agreements is furnished as Exhibit 99.1. Copies of the Share Purchase Agreement and the Exclusive Agency
Agreement are filed as Exhibits 10.1 and 10.2, respectively, and the descriptions below are qualified in their entirety by reference to
the full text of those exhibits.
Under the Share Purchase Agreement, at the closing
thereunder, the Company will acquire an initial 2% equity interest in K25.ai for aggregate consideration of US$2,000,000, consisting of
(i) US$1,000,000 payable in cash or in digital assets and (ii) 666,667 newly issued Class A ordinary shares of the Company. A US$200,000
deposit previously paid by the Company under a Heads of Agreement, dated May 15, 2026, between the Company and K25.ai will be applied
toward the cash portion of the closing consideration.
The Share Purchase Agreement also grants the Company
an option (the “Option”) to acquire up to an additional 8% equity interest in K25.ai. The Option is exercisable, in whole or
in part, at any time during the three-month period following the date of the Share Purchase Agreement, at an exercise price of US$1,000,000
per 1% of equity acquired, payable 50% in cash and 50% in newly issued Class A ordinary shares of the Company. If the Option is exercised
in full, the Company’s aggregate equity interest in K25.ai would be up to 10%. The closing of the transactions contemplated by the Share
Purchase Agreement is subject to the satisfaction of customary closing conditions.
Pursuant to the Exclusive Agency Agreement, K25.ai
has appointed the Company as K25.ai’s exclusive agent for the promotion, marketing and facilitation of the K25.ai platform in Thailand,
Singapore, Japan and such other APAC markets as may be mutually agreed by the parties from time to time, excluding Mainland China, Hong
Kong, Macau and any other restricted jurisdictions.
In consideration for its services under the Exclusive
Agency Agreement, the Company is entitled to tiered commissions on the annual gross profit generated by K25.ai from customers introduced
or directly serviced by the Company, calculated as (i) 10% on the first US$1,000,000 of annual gross profit, (ii) 7.5% on annual gross
profit between US$1,000,000 and US$3,000,000 and (iii) 5% on annual gross profit in excess of US$3,000,000. The aggregate commission payable
to the Company under the Exclusive Agency Agreement is capped at US$5,000,000 per calendar year.
The Exclusive Agency Agreement has an initial
term of three years from its effective date and will renew automatically for successive one-year periods thereafter. The Company’s exclusivity
in each agreed territory is subject to the Company satisfying a minimum annual gross profit performance threshold of US$500,000 per calendar
year in respect of customers introduced or directly serviced by the Company in that territory; failure to satisfy that threshold in any
territory entitles K25.ai to terminate the Company’s exclusivity in that territory in accordance with the terms of the Exclusive Agency
Agreement.
The Class A ordinary shares of the Company to
be issued as part of the consideration under the Share Purchase Agreement, and any Class A ordinary shares of the Company to be issued
upon any exercise of the Option, will be issued in reliance on the exemption from the registration requirements of the Securities Act
of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act and/or Regulation S promulgated
thereunder, as a transaction by an issuer not involving any public offering. The Class A ordinary shares so issued will be “restricted
securities” within the meaning of Rule 144 under the Securities Act.
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.
Exhibit 99.1
NewGen Executes Share Purchase Agreement and
Obtains Exclusive APAC Agency Rights with K25.ai, an AI-Powered Prediction Market Led by Industry Veteran Andy Cheung
| ● | NewGen executes Share Purchase Agreement to acquire an initial
2% equity interest in K25.ai, with the right to invest up to 10% in total |
| ● | NewGen also executes Exclusive Agency Agreement with K25.ai,
appointing NewGen as K25.ai’s exclusive agency partner for selected permitted APAC markets, creating a potential asset-light commercial
growth channel |
| ● | According to media reports citing Bernstein research, prediction
market volumes could reach approximately US$1 trillion by 2030 as the category evolves into broader information markets across sports,
crypto, politics, macroeconomic and event-driven contracts |
| ● | APAC market tailwinds across mobile, digital economy, gaming,
esports, live-streaming, social video and AI-enabled engagement provide a compelling foundation for localized prediction and information-market
platforms |
BANGKOK, May 28, 2026 (GLOBE NEWSWIRE) -- NewGenIVF Group Limited (Nasdaq:
NIVF) (“NewGen” or the “Company”), a technology-driven, diversified growth company, today announced that it has
executed a Share Purchase Agreement and an Exclusive Agency Agreement with K25.ai, an APAC-focused AI-powered live-streaming and watch-to-predict
platform led by technology veteran Andy Cheung.
Under the Share Purchase Agreement, NewGen will acquire an initial
2% equity interest in K25.ai for US$2 million, implying a US$100 million valuation, with the right to increase its ownership to up to
10% on the same valuation terms. NewGen believes the investment provides strategic participation in an emerging prediction and information-market
platform while maintaining a measured level of equity exposure.
The Exclusive Agency Agreement is expected to serve as the primary
commercial foundation of the relationship. Through the Exclusive Agency Agreement, NewGen is appointed as K25.ai’s exclusive agency
partner for promotion, marketing and business facilitation in selected permitted APAC markets, creating a potential high-margin gross-profit
participation channel for NewGen from customers it introduces, with a three-year initial term and renewal upside. NewGen believes this
structure provides a potential asset-light commercial channel linked to K25.ai’s market expansion, subject to execution, customer
acquisition, market adoption, applicable law and regulatory considerations.
The Company believes the combination of equity participation and exclusive
agency rights positions NewGen to participate in the growth of K25.ai through both potential long-term equity value creation and potential
agency-based commercial revenue, without the need for NewGen to directly operate a prediction market platform.
Market Opportunity
Prediction markets are moving from niche event trading toward a broader
information-market category. Media reports citing Bernstein research state that prediction market volumes could reach approximately US$1
trillion by 2030, up from approximately US$51 billion in 2025, as the sector expands across sports, crypto, politics, macroeconomic and
event-driven contracts. Bernstein’s thesis, as reported by financial media, is based on factors including greater regulatory clarity,
mainstream distribution partnerships and structural liquidity advantages versus traditional state-regulated gaming frameworks.
NewGen believes APAC represents one of the most compelling regions
for the next phase of prediction and information-market adoption. The region combines a large mobile-first digital population, deep engagement
with live content, strong gaming and esports communities, rising digital financial infrastructure, and increasing adoption of AI-enabled
tools. Several market indicators support this view:
| ● | Digital economy scale: Southeast Asia’s digital economy
is on track to surpass US$300 billion in gross merchandise value, with both GMV and revenue growing approximately 15% year-over-year,
according to the e-Conomy SEA 2025 report by Google, Temasek and Bain & Company. |
| ● | Mobile-first infrastructure: GSMA Intelligence reported that
mobile technologies and services contributed approximately US$950 billion to Asia-Pacific GDP in 2024, with this contribution expected
to rise to approximately US$1.4 trillion by 2030 as 5G and AI become more deeply integrated into regional economies. |
| ● | Gaming and esports audience base: Newzoo’s 2025 Global
Games Market Report estimates global games revenue of US$188.8 billion in 2025, with Asia-Pacific representing approximately US$87.6
billion, or 46% of global games revenue. Newzoo also estimates that Asia-Pacific has approximately 1.9 billion players, representing
53% of the global player base. |
| ● | Video and creator-economy tailwind: Media Partners Asia has
projected Asia-Pacific screen industry revenues to reach approximately US$196 billion by 2030, with online video accounting for net growth
and user-generated and social video revenues projected to expand by approximately US$11.4 billion to US$44.5 billion by 2030. |
| ● | AI-enabled information processing: The increasing availability
of AI tools, real-time data processing and automated content analysis may further expand the addressable market for AI-native platforms
capable of generating, monitoring and resolving event-based content at scale. |
NewGen believes these market dynamics support K25.ai’s strategy
to build an APAC-focused prediction and information-market platform that combines AI-assisted event generation, creator-led engagement,
localized content and access controls for permitted jurisdictions.
K25.ai Leadership and Execution Capability
K25.ai is led by Mr. Andy Cheung, a veteran technology and digital
asset executive with extensive experience scaling high-growth platforms across Web3, fintech, consumer internet and digital advertising.
Mr. Cheung previously served as Chief Operating Officer of OKEx (now
OKX), where he helped build and scale one of the world’s leading digital asset exchanges. He also served as Chief Executive Officer
of Groupon Hong Kong. In addition, he was previously an Independent Director and Digital Asset Treasury (DAT) Architect of Prenetics Global
Limited, a Nasdaq-listed health sciences company, where he supported the development of its digital asset treasury strategy and Web3 capital
markets positioning.
NewGen believes K25.ai’s leadership combines exchange-grade operating
experience, AI-native product capability and regional market knowledge, supporting its strategy to build a localized prediction and information-market
platform for APAC users in permitted jurisdictions.
Management Commentary
“Prediction markets are no longer a niche concept; we believe
they are emerging as a next-generation layer of financial, informational and AI-enabled digital infrastructure,” said Alfred Siu,
Founder, Chairman and Chief Executive Officer of NewGenIVF. “According to media reports citing Bernstein research, prediction market
volumes could reach approximately US$1 trillion by 2030. At the same time, APAC offers one of the world’s largest mobile-first digital
populations, with strong engagement across gaming, live-streaming, social video, sports, esports and digital financial services. We believe
this creates a significant undercaptured opportunity for localized, AI-powered prediction market platforms. Through our strategic equity
participation in K25.ai and our Exclusive Agency Agreement, NewGen is positioned to pursue this opportunity through an asset-light commercial
model with potential equity and agency upside, subject to execution, market adoption, applicable law and regulatory considerations.”
Andy Cheung, Founder and CEO of K25.ai, commented, “APAC is not
a copy-paste market. It requires localized content, creator networks, regional compliance awareness, multi-language execution and deep
experience in exchange-grade market infrastructure. K25.ai was built around this thesis. With NewGen as a Nasdaq-listed strategic partner
and exclusive agency partner in permitted APAC markets, we believe K25.ai is better positioned to accelerate distribution, strengthen
institutional credibility and build a localized prediction and information-market platform for the region.”
About NewGenIVF Group Limited
NewGenIVF Group is a tech-forward, diversified, multi-jurisdictional
growth company pursuing opportunities across real estate development, digital asset innovation and reproductive health solutions. The
Company operates through “NewGenProperty,” focused on real estate development projects in the UAE’s Ras Al Khaimah Emirate;
“NewGenDigital,” focused on digital asset and DeFi solutions; and “NewGenSup,” focused on health and longevity
products and solutions. The Company’s legacy business involves IVF and assisted reproductive treatment services across Asia. To
learn more, visit www.nivf.global. The information contained on, or accessible through, NewGenIVF’s website is not incorporated
by reference into this press release and should not be considered part of this press release.
About K25.ai
K25.ai is an APAC-focused AI-powered live-streaming and watch-to-predict
platform. The platform combines real-time content, creator communities, AI-assisted event generation and prediction-market-style engagement
to transform live streaming from passive viewing into an interactive information market. Through K25.ai, users in permitted markets can
watch live content, follow creators, participate in community discussions and engage with prediction events linked to real-world outcomes,
sports, esports, entertainment, creator challenges and culturally relevant APAC events. K25.ai uses AI-assisted tools to support event
creation, content analysis, data extraction, outcome monitoring and resolution workflows. K25.ai is not offered to U.S. persons or to
users located in Mainland China, Hong Kong, Macau or other restricted jurisdictions.
Forward-Looking Statements
This press release contains “forward-looking statements”
within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the U.S. Private Securities Litigation Reform
Act of 1995. Forward-looking statements can be identified by terminology such as “believe,” “expect,” “may,”
“could,” “will,” “potential,” “positioned,” “opportunity,” “strategy,” “target,”
“intend,” “plan,” “seek,” “estimate,” “project” and similar expressions. Forward-looking
statements in this press release include, but are not limited to, statements regarding: the completion of the transactions contemplated
by the Share Purchase Agreement, including NewGen’s acquisition of an initial 2% equity interest in K25.ai; NewGen’s right to invest up
to 10% in K25.ai in the aggregate; the entry into, effect, and performance of the Exclusive Agency Agreement, including its role as the
primary commercial foundation of the relationship and as a potential asset-light commercial channel; NewGen’s ability to generate equity
value or commission-based revenue from the relationship; K25.ai’s ability to build, operate and scale an APAC-focused prediction and information-market
platform in permitted jurisdictions; the third-party market-size projections and tailwinds referenced in this press release, including
Bernstein’s projection that prediction market volumes could reach approximately US$1 trillion by 2030 and the estimates referenced from
Bain & Company, GSMA Intelligence, Newzoo and Media Partners Asia; and statements that NewGen is “positioned” to pursue
the opportunity and that K25.ai is “better positioned” to accelerate distribution and build institutional credibility.
These forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ materially from those expressed or implied. The principal risks relating to the transactions
and the matters described in this press release include: the risk that the closing conditions to the Share Purchase Agreement are not
satisfied and that closing does not occur on the terms described or at all; the risk that the Exclusive Agency Agreement is not entered
into or performed on the terms currently contemplated, including in respect of permitted territories, commission economics and exclusivity;
the risk that NewGen does not exercise its right to acquire additional equity in K25.ai, in whole or in part, or that any additional acquisition
is on terms different than currently contemplated; regulatory risk specific to prediction-market and information-market products, including
the risk that K25.ai or NewGen is unable to obtain or maintain any required licensing, registration, regulatory approval or exemption
in one or more APAC jurisdictions, and the risk that changes in law or regulator views narrow the markets in which K25.ai may operate;
the risk that K25.ai’s platform does not achieve the levels of user, creator or commercial adoption necessary to generate meaningful equity
or commission value to NewGen; the risk that the valuation of K25.ai implied by the consideration payable under the Share Purchase Agreement,
which reflects a negotiated value between the parties and is not based on any independent valuation, fairness opinion or third-party analysis,
is not realized and may decline in subsequent financing rounds; and the risk that the third-party market-size projections and forecasts
referenced in this press release (including the Bernstein US$1 trillion projection and the estimates referenced from Bain & Company,
GSMA Intelligence, Newzoo and Media Partners Asia) do not materialize, are revised, or do not translate into addressable opportunity for
K25.ai or NewGen. Market-size estimates and third-party forecasts referenced in this press release are based on external reports and media
coverage and are not guarantees of future performance or results. Additional risks and uncertainties relating to NewGen, including general
business, market, regulatory, competitive, technology, cybersecurity and financing risks, are described in the Company’s Annual Report
on Form 20-F and the Company’s other filings with the U.S. Securities and Exchange Commission.
All information provided in this press release is as of the date of
this press release. NewGen undertakes no obligation to update any forward-looking statement as a result of new information, future events
or otherwise, except as required by applicable law.
This press release is for informational purposes only and does not
constitute an offer to sell or the solicitation of an offer to buy any securities of NewGenIVF Group or K25.ai, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. K25.ai is not offered to U.S. persons or to users located in Mainland China, Hong
Kong, Macau or other restricted jurisdictions.
Contacts
NewGen Investor Relations Contact
ICR, LLC
Robin Yang
Phone: +1 (212) 537-3847
Email: NewgenivfIR@icrinc.com
K25.ai Media Contact
media@k25.ai
K25.ai Investor Relations Contact
ir@k25.ai
Cited Sources
[1] CoinDesk, “Prediction
Market Volumes to Hit $1 Trillion by 2030 with Robinhood, Coinbase as Key Players, Bernstein Says,” April 15, 2026. https://www.coindesk.com/markets/2026/04/15/prediction-market-volumes-to-hit-usd1-trillion-by-2030-with-robinhood-coinbase-as-key-players-bernstein-says
[2] Investing.com, “Prediction
Markets Are a $1 Trillion Market by 2030, Bernstein Says,” April 19, 2026. https://www.investing.com/news/economy-news/prediction-markets-are-a-1-trillion-market-by-2030-bernstein-says-4622192
[3] CNBC repost on LinkedIn, “Prediction
markets will grow to $1 trillion by 2030, Bernstein estimates,” April 2026. https://www.linkedin.com/posts/cnbc_prediction-markets-will-grow-to-1-trillion-activity-7449882957156114432-NsAw
[4] Bain & Company, “e-Conomy
SEA 2025,” November 2025. https://www.bain.com/insights/e-conomy-sea-2025/
[5] GSMA Intelligence, “The Mobile
Economy Asia Pacific 2025,” July 2025. https://www.gsmaintelligence.com/research/the-mobile-economy-asia-pacific-2025
[6] Newzoo, “Global Games Market
to Hit $189 Billion in 2025 as Growth Stabilizes,” September 9, 2025. https://newzoo.com/resources/blog/global-games-market-to-hit-189-billion-in-2025
[7] Deadline, “Asia Pacific Video
Revenue To Hit $196B In Four Years, MPA Predicts,” January 6, 2026. https://deadline.com/2026/01/asia-pacific-video-revenue-2025-2030-growth-mpa-report-1236665072/
[8] Yahoo Finance / The Hollywood Reporter,
“Asia-Pacific Video Revenue to Reach $196 Billion by 2030,” January 5, 2026. https://finance.yahoo.com/news/asia-pacific-video-revenue-reach-063942889.html
