Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
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
SOLAI
Announces Agreement to Acquire 51% Stake in NEURALAND
AKRON,
Ohio, June 1, 2026 /PRNewswire/ — SOLAI Limited (NYSE: SLAI) (previously traded under “BTCM”) (“SOLAI”
or the “Company”), a technology-driven personal AI and digital infrastructure provider, today announced that it has entered
into a definitive Share Exchange Agreement (the “Agreement”) with AIPICO Global Limited, a British Virgin Islands company
(the “Selling Shareholder”), pursuant to which the Company will acquire a 51% equity stake in NEURALAND PTE. LTD. (“NEURALAND”),
a Singapore-incorporated company, in exchange for newly issued Class A ordinary shares, par value US$0.00005 per share, of the Company.
Upon
completion of the acquisition, it will mark a significant step forward in SOLAI’s transformation from a digital asset mining company
into a diversified, AI-first technology platform. SOLAI intends to benefit from NEURALAND’s expertise in AI node hardware
design and software-defined systems, complementing the Company’s existing high-performance computing infrastructure and accelerating
its roadmap toward building its personal AI ecosystem. Underpinning these capabilities is a team of seasoned engineers and technology
veterans with deep roots in blockchain hardware and high-performance computing.
NEURALAND's development team delivers full-stack
technical expertise covering consumer AI hardware, semiconductors, embedded systems and blockchain infrastructure. Its hardware capabilities
include advanced-process SoC design, custom AI chips, embedded platforms, firmware and system software. Team members have deployed products
and solutions in consumer electronics ecosystems served by global brands. On the software and platform side, the team has built deep expertise
in AI agent orchestration, large language model integration, multi-model routing, RAG-enabled applications, workflow automation, edge-cloud
coordination and privacy-preserving deployment, with extensive experience building security infrastructure for cryptocurrency exchanges.
Leading the team is Chief Technology Officer Mr. Tan Shuai, a veteran hardware and software engineer formerly of MicroBT, where he contributed
to the development of its first-generation Bitcoin mining hardware and pioneered the migration of blockchain server control systems from
FPGA-based architecture to a fully software-defined implementation now deployed across millions of devices worldwide.
Mr. Vincent Law, Chairman of the Board of SOLAI Limited commented,
“This partnership with NEURALAND will be a real milestone for us — and one we have been working toward as we continue to build
out our personal AI ecosystem. NEURALAND’s software and hardware capabilities align naturally with what we have already built at
SOLAI, and together, I believe we can meaningfully advance our vision of bringing autonomous AI into every home. Ultimately, this is about
delivering lasting value to our customers and shareholders, and we believe the timing is right, as demand for personal AI computing continues
to accelerate.”
Under
the terms of the Agreement, the Selling Shareholder will transfer 51% of NEURALAND’s issued and outstanding shares to the Company
in exchange for 1,162,025,300 newly issued Class A ordinary shares of the Company (the “Company Exchange Shares”) valued
US$0.0079 per share, corresponding to US$0.79 per American Depositary Share (“ADS”) (based on the current ADS ratio of one
hundred (100) Class A ordinary shares per ADS), representing a total consideration of approximately US$9.18 million. The per share price
for the Company Exchange Shares was determined based on the average of the closing prices of the Company’s American Depositary Shares
on the NYSE over the thirty (30) trading days immediately preceding the date of the Agreement. The number of Company Exchange Shares was
calculated by dividing the total consideration by the per share price, with any fractional shares rounded down.
The
Company Exchange Shares received by the Selling Shareholder will be subject to a lock-up period at least 6 months and not exceeding
thirty-six (36) months, during which the Selling Shareholder may not sell, transfer, pledge, or otherwise dispose of any interest in such
shares, except with the prior written consent of the Company or as required by applicable law.
Nothing contained herein shall constitute an offer to sell or the solicitation
of an offer to buy any securities, including the Company Exchange Shares, nor shall there be any offer or sale of the securities in any
state or jurisdiction in which such offer, solicitation or sale would be unlawful.
The Company Exchange Shares have not been and will not be registered
under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and are being issued only
to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act.
The
transaction is expected to close on or about June 2, 2026, following the satisfaction of customary closing conditions.
About SOLAI Limited
SOLAI Limited (previously known as “BIT
Mining Limited”) (NYSE: SLAI) (previously traded under “BTCM”) is a technology-driven personal AI and digital infrastructure
provider. Building upon its historical legacy in digital asset mining and blockchain network operations, the Company is leveraging extensive
experience in large-scale hardware deployment, data center operations, and high-performance computing to build the foundational infrastructure
for personal AI computing and digital asset ecosystems globally.
About NEURALAND PTE. LTD.
NEURALAND
PTE. LTD. is a Singapore-incorporated company specializing in the design and manufacture of personal AI nodes, encompassing both proprietary
hardware and software solutions. Founded by a group with deep roots in blockchain hardware and semiconductor innovation. NEURALAND
is built on a track record of solving complex, large-scale technical challenges and brings proven large-scale deployment expertise to
the emerging personal AI computing market.
Forward-Looking Statements
This news release contains forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,”
“anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,”
“target,” “going forward,” “outlook” and similar statements. Such statements are based upon management’s
current expectations and current market and operating conditions and relate to events that involve known or unknown risks, uncertainties
and other factors, all of which are difficult to predict and many of which are beyond the Company’s control, which may cause the
Company’s actual results, performance or achievements to differ materially from those in the forward-looking statements. Important
factors that could cause SOLAI’s actual results to differ materially from those indicated in the forward-looking statements. Further
information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the U.S. Securities
and Exchange Commission. The Company does not undertake any obligation to update any forward-looking statement as a result of new information,
future events or otherwise, except as required under law.
For further information:
SOLAI Limited
ir@solai.com
ir.solai.com
www.solai.com
Christensen Advisory
Jason Ng
Tel: +852-2117-0861
Email: solai@christensencomms.com
