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SOLAI (NYSE: SLAI) closes 51% NEURALAND deal with US$9.18M share issue

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

SOLAI Limited has completed the acquisition of a 51% equity stake in NEURALAND PTE. LTD., a Singapore company that designs and manufactures personal AI nodes. This deal expands SOLAI’s presence in personal AI hardware and combines both companies’ experience in large-scale computing infrastructure.

To pay for the stake, SOLAI issued 1,162,025,300 new Class A ordinary shares valued at US$0.0079 per share, equal to US$0.79 per ADS based on 100 shares per ADS, for total consideration of about US$9.18 million. The shares were issued to AIPICO Global Limited in offshore transactions under Regulation S and are not registered under the U.S. Securities Act.

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Insights

SOLAI pays US$9.18M in new shares for 51% of NEURALAND.

SOLAI Limited has closed its previously announced acquisition of a 51% stake in NEURALAND, a personal AI node manufacturer. Consideration is entirely in equity: US$9.18 million via newly issued Class A shares, aligning the selling shareholder with SOLAI’s future performance.

The issuance of 1,162,025,300 new Class A shares at US$0.0079 per share (equivalent to US$0.79 per ADS at a 100:1 ratio) implies dilution for existing holders, though the exact percentage is not stated. Strategic value depends on integrating NEURALAND’s hardware and software capabilities into SOLAI’s personal AI and digital infrastructure platform.

The shares were issued to a non-U.S. holder under Regulation S, meaning they are unregistered under the Securities Act. Future company filings may elaborate on NEURALAND’s contribution to revenue, margins, and capital needs as the personal AI computing market develops.

Stake acquired 51% equity interest Equity stake in NEURALAND PTE. LTD.
New shares issued 1,162,025,300 Class A shares Consideration for NEURALAND acquisition
Share valuation US$0.0079 per Class A share Implied value of Company Exchange Shares
ADS price equivalent US$0.79 per ADS Based on 100 Class A shares per ADS
Total consideration Approximately US$9.18 million Value of shares issued to AIPICO Global Limited
ADS ratio 100 Class A shares per ADS Current ratio used for valuation
Regulation S regulatory
"issued only to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
American Depositary Share financial
"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)"
An American Depositary Share (ADS) is a U.S.-listed certificate that represents a specified number of shares in a foreign company, held by a custodian bank; it works like a receipt that allows U.S. investors to buy and trade foreign equity on American exchanges without dealing with another country’s markets. Investors care because ADSs make foreign stocks easier to access, improve liquidity and settlement in dollars, and can affect dividend payments, voting rights and regulatory oversight compared with buying the underlying foreign shares directly.
forward-looking statements regulatory
"This news release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
personal AI nodes technical
"a Singapore-incorporated company specializing in the design and manufacture of personal AI nodes"
digital infrastructure provider technical
"a technology-driven personal AI and digital infrastructure provider"
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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 OF 

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of June 2026

 

Commission File Number: 001-36206

 

SOLAI Limited

 

428 South Seiberling Street 

Akron, Ohio 44306

United States of America 

+1 (346) 204-8537

 

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 x         Form 40-F ¨

 

 

 

 

TABLE OF CONTENTS

 

Exhibit 99.1 Press Release – SOLAI Completes Acquisition of 51% Stake in NEURALAND

 

 

 

SIGNATURE

 

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.

 

  SOLAI LIMITED
     
  By: /s/ Xianfeng Yang
  Name: Xianfeng Yang
  Title: Chief Executive Officer
     
Date: June 2, 2026    

 

 

 

Exhibit 99.1

 

SOLAI Completes Acquisition of 51% Stake in NEURALAND

 

AKRON, Ohio, June 2, 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 completed its previously announced acquisition of a 51% equity stake in NEURALAND PTE. LTD. (“NEURALAND”), a Singapore-incorporated company specializing in the design and manufacture of personal AI nodes. To complete the acquisition, the Company has issued an aggregate of 1,162,025,300 newly issued Class A ordinary shares, par value US$0.00005 per share, of the Company (the “Company Exchange Shares”), valued at 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 to AIPICO Global Limited (the “Selling Shareholder”); and the Selling Shareholder has transferred 51% of NEURALAND’s issued and outstanding shares to the Company.

 

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 were issued only to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act.

 

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

 

 

FAQ

What did SOLAI Limited (SLAI) announce in this Form 6-K?

SOLAI Limited announced it has completed acquiring a 51% equity stake in NEURALAND PTE. LTD. The deal gives SOLAI control over a Singapore-based designer and manufacturer of personal AI nodes, strengthening its position in personal AI computing infrastructure.

How much did SOLAI (SLAI) pay for its 51% stake in NEURALAND?

SOLAI paid total share-based consideration of approximately US$9.18 million for the 51% NEURALAND stake. The purchase price was satisfied entirely through newly issued Class A ordinary shares rather than cash, aligning the selling shareholder’s interests with SOLAI’s future performance.

How many new shares did SOLAI issue for the NEURALAND acquisition?

SOLAI issued 1,162,025,300 newly issued Class A ordinary shares to acquire 51% of NEURALAND. These shares were valued at US$0.0079 per share, equivalent to US$0.79 per ADS, based on a ratio of 100 Class A shares per American Depositary Share.

Who received the SOLAI shares issued for the NEURALAND transaction?

AIPICO Global Limited, the selling shareholder of NEURALAND, received all 1,162,025,300 newly issued SOLAI Class A ordinary shares. In exchange, AIPICO Global transferred 51% of NEURALAND’s issued and outstanding shares to SOLAI, giving SOLAI a majority equity interest.

Are the SOLAI exchange shares for the NEURALAND deal registered under the Securities Act?

No, the exchange shares are not registered under the U.S. Securities Act of 1933. SOLAI issued the Class A ordinary shares only to certain non-U.S. persons in offshore transactions, relying on Regulation S exemptions from U.S. registration requirements.

What business does NEURALAND PTE. LTD. operate in after SOLAI’s investment?

NEURALAND specializes in designing and manufacturing personal AI nodes that combine proprietary hardware and software. The company’s founders have backgrounds in blockchain hardware and semiconductors, bringing experience in solving complex, large-scale technical and deployment challenges to the personal AI computing market.

Filing Exhibits & Attachments

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