{"success":true,"data":{"pressRelease":{"id":"172702","rtpr_id":"nGNXb7RCdn-20261019","ticker":"AIOS","exchange":"NASDAQ","all_tickers":["AIOS"],"title":"AIOS Tech Inc. Announces Agreement to Acquire SmartCore Holdings in All-Stock Transaction Valued at Approximately US$100 Million","author":"Globe Newswire","published_at":"2026-10-19T13:00:00.650Z","article_body":"HONG KONG, Oct. 19, 2026 (GLOBE NEWSWIRE) -- AIOS Tech Inc. (Nasdaq: AIOS)\n(“AIOS” or the “Company”), a Hong Kong-based AI and technology-driven\nprofessional service provider, today announced that it has entered into a\ntransaction agreement (the “Transaction Agreement”) with Better Way\nHoldings Limited, Novo Spring Management Limited and Cloud Spring Limited\n(collectively, the “Sellers”), which collectively hold all of the issued\nand outstanding shares of SmartCore Holdings Limited (“SmartCore”).\nPursuant to the Transaction Agreement, AIOS agreed to acquire all of the\nissued and outstanding shares of SmartCore in an all-stock transaction valued\nat approximately US$100 million.\n\nUnder the Transaction Agreement, the Company will issue to the Sellers an\naggregate of 33,333,334 Class A common shares, par value US$0.0001 per share\nof AIOS (the “Consideration Shares”). The parties valued the Consideration\nShares at US$3.00 per share for purposes of the transaction, resulting in\naggregate purchase consideration of approximately US$100 million. No cash\nconsideration is payable by the Company. Based on 3,249,337 Class A common\nshares and 5,000,000 Class B common shares outstanding immediately before the\nclosing, and assuming no other share issuances before the closing, the Sellers\nare expected to hold approximately 80.16% of the Company’s total issued and\noutstanding shares and approximately 6.21% of its total voting power\nimmediately after the issuance of the Consideration Shares. Each Class A\ncommon share carries one vote, and each Class B common share carries 100\nvotes. Subject to the exceptions specified in the Transaction Agreement, the\nConsideration Shares issued to Better Way Holdings Limited may not be\ntransferred or otherwise disposed of for 60 months after the closing.\n\nBefore the closing, the Sellers will complete a series of restructuring and\nreorganization arrangements (the “Reorganization”) in accordance with the\nTransaction Agreement. Following completion of the Reorganization and\nimmediately before the closing, AIMatrix Limited, a company incorporated in\nHong Kong, Happy Fortune Data Limited, a company incorporated in Macao, and\nCoco Cloud Technology Pte. Ltd., a company incorporated in Singapore, will be\nwholly owned subsidiaries of SmartCore, and SmartCore will indirectly own 80%\nof EasyPay (Thailand) Co., Ltd., a company incorporated in Thailand. These\nentities are referred to collectively as the “Target Group.”\n\nFollowing the Reorganization, the Target Group is expected to operate\nprimarily in two service categories:\n\nIDC Interconnection Services — Providing cross-border network connectivity,\nbandwidth optimization and global data traffic management services to\ndownstream customers through overseas sales channels.\n\nIDC Services — Including customized server hosting, IP address allocation\nand bandwidth management services.\n\nThe transaction is expected to close on or before November 30, 2026, subject\nto completion of the Reorganization and the satisfaction or waiver of the\nother closing conditions set forth in the Transaction Agreement. There can be\nno assurance that the closing conditions will be satisfied or waived or that\nthe transaction will be completed by that date or at all. AIOS believes that\nthe Target Group’s cross-border IDC connectivity and data center service\ncapabilities may complement the Company’s existing portfolio of IT\ninfrastructure, financial industry IT services and AI solutions. Following the\nReorganization, the Target Group is expected to operate in Hong Kong, Macao,\nSingapore and Thailand. If completed, the transaction is expected to expand\nAIOS’s geographic coverage in the Greater Bay Area and Southeast Asia.\n\n“The Target Group’s cross-border connectivity and data center capabilities\nare expected to complement our existing IT infrastructure and AI service\nofferings,” said Guo Li, Co-Chief Executive Officer of AIOS Tech Inc. “If\ncompleted, this transaction would expand our regional reach and strengthen our\nability to serve customers in the Greater Bay Area and Southeast Asia. We look\nforward to working with the SmartCore team to pursue these opportunities.”\n\nAbout AIOS Tech Inc.\n\nAIOS Tech Inc. provides technology-driven professional services, including\ninformation technology solutions, data services and AI-enabled offerings. The\nCompany’s activities include digital transformation services, IT solutions\nfor the financial sector, enterprise data solutions, and the development of AI\nplatforms and infrastructure. For more information, visit\nhttps://ir.aiosinc.com/.\n\nAbout SmartCore Holdings Limited\n\nFollowing completion of the Reorganization, SmartCore Holdings Limited is\nexpected, through the Target Group companies in Hong Kong, Macao, Singapore\nand Thailand, to provide IDC connectivity and IDC services, including\ncross-border network interconnection, bandwidth optimization, management of\nglobal data traffic, customized server hosting, IP address allocation and\nbandwidth management.\n\nForward-Looking Statements\n\nThis press release contains forward-looking statements within the meaning of\nthe Private Securities Litigation Reform Act of 1995, including statements\nregarding the expected timing and completion of the transaction and the\nReorganization; the issuance and value of the Consideration Shares; the\nSellers’ expected post-closing ownership and voting power; the anticipated\nbenefits of the transaction; and the Company’s plans for integration,\nservice offerings and geographic expansion. Forward-looking statements are\nbased on current expectations and assumptions and involve risks and\nuncertainties that could cause actual results to differ materially, including\nthe risks that the Reorganization or other closing conditions may not be\ncompleted, satisfied or waived; required approvals or consents may not be\nobtained; the transaction may be delayed or may not be completed; the\nCompany’s capitalization may change before closing; the anticipated benefits\nof the transaction may not be realized; the Target Group may not be integrated\nsuccessfully; the transaction may disrupt the businesses of the Company or the\nTarget Group; and the Company may experience changes in market conditions,\ncustomer demand, competition, regulation, or the trading price of its\nsecurities. Additional risks and uncertainties are described in the\nCompany’s filings with the U.S. Securities and Exchange Commission,\navailable at www.sec.gov. Readers should not place undue reliance on these\nforward-looking statements, which speak only as of the date of this press\nrelease. The Company undertakes no obligation to update any forward-looking\nstatement, except as required by law.\n\nWebsite: https://ir.aiosinc.com/\n\nInvestor and Media Contact\n\nAIOS Tech Inc.\nEmail: ir@aiosinc.com\n\n\n\nGlobeNewswire, Inc. 2026","article_body_html":"","raw_payload":{"data":{"id":"nGNXb7RCdn-20261019","title":"AIOS Tech Inc. Announces Agreement to Acquire SmartCore Holdings in All-Stock Transaction Valued at Approximately US$100 Million","author":"Globe Newswire","ticker":"AIOS","created":"2026-10-19T13:00:00.650Z","tickers":["AIOS"],"exchange":"NASDAQ","article_body":"HONG KONG, Oct. 19, 2026 (GLOBE NEWSWIRE) -- AIOS Tech Inc. (Nasdaq: AIOS)\n(“AIOS” or the “Company”), a Hong Kong-based AI and technology-driven\nprofessional service provider, today announced that it has entered into a\ntransaction agreement (the “Transaction Agreement”) with Better Way\nHoldings Limited, Novo Spring Management Limited and Cloud Spring Limited\n(collectively, the “Sellers”), which collectively hold all of the issued\nand outstanding shares of SmartCore Holdings Limited (“SmartCore”).\nPursuant to the Transaction Agreement, AIOS agreed to acquire all of the\nissued and outstanding shares of SmartCore in an all-stock transaction valued\nat approximately US$100 million.\n\nUnder the Transaction Agreement, the Company will issue to the Sellers an\naggregate of 33,333,334 Class A common shares, par value US$0.0001 per share\nof AIOS (the “Consideration Shares”). The parties valued the Consideration\nShares at US$3.00 per share for purposes of the transaction, resulting in\naggregate purchase consideration of approximately US$100 million. No cash\nconsideration is payable by the Company. Based on 3,249,337 Class A common\nshares and 5,000,000 Class B common shares outstanding immediately before the\nclosing, and assuming no other share issuances before the closing, the Sellers\nare expected to hold approximately 80.16% of the Company’s total issued and\noutstanding shares and approximately 6.21% of its total voting power\nimmediately after the issuance of the Consideration Shares. Each Class A\ncommon share carries one vote, and each Class B common share carries 100\nvotes. Subject to the exceptions specified in the Transaction Agreement, the\nConsideration Shares issued to Better Way Holdings Limited may not be\ntransferred or otherwise disposed of for 60 months after the closing.\n\nBefore the closing, the Sellers will complete a series of restructuring and\nreorganization arrangements (the “Reorganization”) in accordance with the\nTransaction Agreement. Following completion of the Reorganization and\nimmediately before the closing, AIMatrix Limited, a company incorporated in\nHong Kong, Happy Fortune Data Limited, a company incorporated in Macao, and\nCoco Cloud Technology Pte. Ltd., a company incorporated in Singapore, will be\nwholly owned subsidiaries of SmartCore, and SmartCore will indirectly own 80%\nof EasyPay (Thailand) Co., Ltd., a company incorporated in Thailand. These\nentities are referred to collectively as the “Target Group.”\n\nFollowing the Reorganization, the Target Group is expected to operate\nprimarily in two service categories:\n\nIDC Interconnection Services — Providing cross-border network connectivity,\nbandwidth optimization and global data traffic management services to\ndownstream customers through overseas sales channels.\n\nIDC Services — Including customized server hosting, IP address allocation\nand bandwidth management services.\n\nThe transaction is expected to close on or before November 30, 2026, subject\nto completion of the Reorganization and the satisfaction or waiver of the\nother closing conditions set forth in the Transaction Agreement. There can be\nno assurance that the closing conditions will be satisfied or waived or that\nthe transaction will be completed by that date or at all. AIOS believes that\nthe Target Group’s cross-border IDC connectivity and data center service\ncapabilities may complement the Company’s existing portfolio of IT\ninfrastructure, financial industry IT services and AI solutions. Following the\nReorganization, the Target Group is expected to operate in Hong Kong, Macao,\nSingapore and Thailand. If completed, the transaction is expected to expand\nAIOS’s geographic coverage in the Greater Bay Area and Southeast Asia.\n\n“The Target Group’s cross-border connectivity and data center capabilities\nare expected to complement our existing IT infrastructure and AI service\nofferings,” said Guo Li, Co-Chief Executive Officer of AIOS Tech Inc. “If\ncompleted, this transaction would expand our regional reach and strengthen our\nability to serve customers in the Greater Bay Area and Southeast Asia. We look\nforward to working with the SmartCore team to pursue these opportunities.”\n\nAbout AIOS Tech Inc.\n\nAIOS Tech Inc. provides technology-driven professional services, including\ninformation technology solutions, data services and AI-enabled offerings. The\nCompany’s activities include digital transformation services, IT solutions\nfor the financial sector, enterprise data solutions, and the development of AI\nplatforms and infrastructure. For more information, visit\nhttps://ir.aiosinc.com/.\n\nAbout SmartCore Holdings Limited\n\nFollowing completion of the Reorganization, SmartCore Holdings Limited is\nexpected, through the Target Group companies in Hong Kong, Macao, Singapore\nand Thailand, to provide IDC connectivity and IDC services, including\ncross-border network interconnection, bandwidth optimization, management of\nglobal data traffic, customized server hosting, IP address allocation and\nbandwidth management.\n\nForward-Looking Statements\n\nThis press release contains forward-looking statements within the meaning of\nthe Private Securities Litigation Reform Act of 1995, including statements\nregarding the expected timing and completion of the transaction and the\nReorganization; the issuance and value of the Consideration Shares; the\nSellers’ expected post-closing ownership and voting power; the anticipated\nbenefits of the transaction; and the Company’s plans for integration,\nservice offerings and geographic expansion. Forward-looking statements are\nbased on current expectations and assumptions and involve risks and\nuncertainties that could cause actual results to differ materially, including\nthe risks that the Reorganization or other closing conditions may not be\ncompleted, satisfied or waived; required approvals or consents may not be\nobtained; the transaction may be delayed or may not be completed; the\nCompany’s capitalization may change before closing; the anticipated benefits\nof the transaction may not be realized; the Target Group may not be integrated\nsuccessfully; the transaction may disrupt the businesses of the Company or the\nTarget Group; and the Company may experience changes in market conditions,\ncustomer demand, competition, regulation, or the trading price of its\nsecurities. Additional risks and uncertainties are described in the\nCompany’s filings with the U.S. Securities and Exchange Commission,\navailable at www.sec.gov. Readers should not place undue reliance on these\nforward-looking statements, which speak only as of the date of this press\nrelease. The Company undertakes no obligation to update any forward-looking\nstatement, except as required by law.\n\nWebsite: https://ir.aiosinc.com/\n\nInvestor and Media Contact\n\nAIOS Tech Inc.\nEmail: ir@aiosinc.com\n\n\n\nGlobeNewswire, Inc. 2026"},"type":"article","timestamp":"2026-10-19T13:00:00.701773539Z","server_sent_at_ms":1792414800701},"received_at":"2026-10-19T13:00:01.193Z","source_url":null},"analysis":{"id":"160831","press_release_id":"172702","analysis_json":{"industry":{"label":"IT Services","sector":"Information Technology"},"redFlags":["extreme share issuance: 33.3M new Class A shares vs ~3.25M Class A outstanding pre-close (~9x dilution of Class A float)","dual-class structure gives Sellers ~80% of shares but only ~6.21% of voting power due to 100-vote Class B shares","transaction is not assured: closing conditions, required approvals, and pre-closing Reorganization must still be completed","valuation based on US$3.00 per share may differ materially from market price at closing; capitalization may change before close","target businesses (cross-border IDC/connectivity in Hong Kong, Macao, Singapore, Thailand) carry jurisdictional and regulatory risk"],"eventType":"m_and_a","narrative":"AIOS Tech signed a transaction agreement to acquire SmartCore Holdings in an all-stock deal valued at approximately US$100 million, issuing 33,333,334 Class A shares valued at US$3.00 per share to the Sellers, with no cash consideration payable.\n\nThe Consideration Shares are massive relative to the current float: based on roughly 3.25 million Class A and 5 million Class B shares outstanding pre-close, the Sellers would hold about 80.16% of total shares but only about 6.21% of voting power, given Class B shares carry 100 votes each. Better Way Holdings' shares are locked up for 60 months post-closing.\n\nPost a pre-closing Reorganization, SmartCore will hold IDC connectivity and data center businesses operating in Hong Kong, Macao, Singapore and Thailand, including an 80% stake in EasyPay (Thailand).\n\nManagement expects the deal to expand AIOS's geographic reach in the Greater Bay Area and Southeast Asia, with closing targeted on or before November 30, 2026, subject to satisfaction of closing conditions and no assurance of completion.","sentiment":"bullish","agentHooks":{"shouldPost":true,"suggestedAngle":"US$100M all-stock reverse-style acquisition gives Sellers ~80% of shares at US$3.00/share — a transformative dilution event with heavy voting-power asymmetry; watch for ticker reaction and any ownership/control implications."},"keyFigures":{"dealValueUsd":100000000,"offeringPrice":3,"sharesOffered":33333334,"customDimensions":{"lock_up_months":60,"consideration_type":"all-stock","expected_close_date":"2026-11-30","class_b_votes_per_share":100,"consideration_shares_par_value":"US$0.0001","easypay_thailand_ownership_pct":"80%","sellers_post_close_ownership_pct":"80.16%","sellers_post_close_voting_power_pct":"6.21%","class_a_shares_outstanding_pre_close":3249337,"class_b_shares_outstanding_pre_close":5000000}},"quotedText":"The Target Group's cross-border connectivity and data center capabilities are expected to complement our existing IT infrastructure and AI service offerings","namedEntities":{"people":[{"name":"Guo Li","role":"Co-Chief Executive Officer of AIOS Tech Inc."}],"products":["IDC Interconnection Services","IDC Services (server hosting, IP allocation, bandwidth management)"],"companies":[{"name":"AIOS Tech Inc.","ticker":"AIOS","relationship":"acquirer"},{"name":"SmartCore Holdings Limited","relationship":"target"},{"name":"Better Way Holdings Limited","relationship":"seller"},{"name":"Novo Spring Management Limited","relationship":"seller"},{"name":"Cloud Spring Limited","relationship":"seller"},{"name":"AIMatrix Limited","relationship":"target subsidiary"},{"name":"Happy Fortune Data Limited","relationship":"target subsidiary"},{"name":"Coco Cloud Technology Pte. Ltd.","relationship":"target subsidiary"},{"name":"EasyPay (Thailand) Co., Ltd.","relationship":"target majority-owned company (80%)"}],"dollarAmounts":[{"amount":"US$100 million","context":"aggregate purchase consideration for SmartCore Holdings (all-stock)"},{"amount":"US$3.00","context":"per-share valuation of Consideration Shares"},{"amount":"US$0.0001","context":"par value per Class A common share"}]},"materialImpact":{"score":4,"reasoning":"Company announces a definitive all-stock acquisition of SmartCore Holdings valued at ~US$100 million, a transformative transaction that will issue ~9x the current Class A share count and make the Sellers ~80% owners. This is a major corporate event, though it is M&A signed (not closed) and involves massive share issuance/dilution."},"tickerRelevance":{"others":[],"primary":"AIOS"},"globalImportance":40,"audienceRelevance":25,"eventTypeSecondary":["dilution"],"importanceComponents":{"tickerTier":"micro-cap","closingRisk":"pending Reorganization and closing conditions","dealValueUsd":100000000,"eventGravity":"transformative all-stock M&A / ~9x share issuance","dilutionSeverity":"high"}},"event_type":"m_and_a","event_type_secondary":["dilution"],"sentiment":"bullish","material_impact_score":4,"narrative":"AIOS Tech signed a transaction agreement to acquire SmartCore Holdings in an all-stock deal valued at approximately US$100 million, issuing 33,333,334 Class A shares valued at US$3.00 per share to the Sellers, with no cash consideration payable.\n\nThe Consideration Shares are massive relative to the current float: based on roughly 3.25 million Class A and 5 million Class B shares outstanding pre-close, the Sellers would hold about 80.16% of total shares but only about 6.21% of voting power, given Class B shares carry 100 votes each. Better Way Holdings' shares are locked up for 60 months post-closing.\n\nPost a pre-closing Reorganization, SmartCore will hold IDC connectivity and data center businesses operating in Hong Kong, Macao, Singapore and Thailand, including an 80% stake in EasyPay (Thailand).\n\nManagement expects the deal to expand AIOS's geographic reach in the Greater Bay Area and Southeast Asia, with closing targeted on or before November 30, 2026, subject to satisfaction of closing conditions and no assurance of completion.","key_figures":{"dealValueUsd":100000000,"offeringPrice":3,"sharesOffered":33333334,"customDimensions":{"lock_up_months":60,"consideration_type":"all-stock","expected_close_date":"2026-11-30","class_b_votes_per_share":100,"consideration_shares_par_value":"US$0.0001","easypay_thailand_ownership_pct":"80%","sellers_post_close_ownership_pct":"80.16%","sellers_post_close_voting_power_pct":"6.21%","class_a_shares_outstanding_pre_close":3249337,"class_b_shares_outstanding_pre_close":5000000}},"named_entities":{"people":[{"name":"Guo Li","role":"Co-Chief Executive Officer of AIOS Tech Inc."}],"products":["IDC Interconnection Services","IDC Services (server hosting, IP allocation, bandwidth management)"],"companies":[{"name":"AIOS Tech Inc.","ticker":"AIOS","relationship":"acquirer"},{"name":"SmartCore Holdings Limited","relationship":"target"},{"name":"Better Way Holdings Limited","relationship":"seller"},{"name":"Novo Spring Management Limited","relationship":"seller"},{"name":"Cloud Spring Limited","relationship":"seller"},{"name":"AIMatrix Limited","relationship":"target subsidiary"},{"name":"Happy Fortune Data Limited","relationship":"target subsidiary"},{"name":"Coco Cloud Technology Pte. Ltd.","relationship":"target subsidiary"},{"name":"EasyPay (Thailand) Co., Ltd.","relationship":"target majority-owned company (80%)"}],"dollarAmounts":[{"amount":"US$100 million","context":"aggregate purchase consideration for SmartCore Holdings (all-stock)"},{"amount":"US$3.00","context":"per-share valuation of Consideration Shares"},{"amount":"US$0.0001","context":"par value per Class A common share"}]},"model_name":"glm-5.3-flashx","prompt_hash":"sha256:5c812bd9e28b810d","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-10-19T13:00:15.273Z","global_importance":40,"audience_relevance":25,"importance_components":{"tickerTier":"micro-cap","closingRisk":"pending Reorganization and closing conditions","dealValueUsd":100000000,"eventGravity":"transformative all-stock M&A / ~9x share issuance","dilutionSeverity":"high"}},"durationMs":8906,"modelName":"glm-5.3-flashx"}}