AIOS Tech to acquire SmartCore Holdings in all-stock deal

• AIOS Tech (AIOS) said on Monday that it will acquire SmartCore Holdings in an all-stock deal worth $100M.
• AIOS Tech will purchase the shares from Better Way Holdings, Novo Spring Management and Cloud Spring, which collectively hold all the issued and outstanding shares of SmartCore.
• Under the deal, AIOS Tech will issue to the sellers an aggregate of 33,333,334 Class A common shares, with a par value of $0.0001 per share.
• The parties valued the consideration shares at $3.00 per share for purposes of the transaction.
• Based on 3,249,337 Class A common shares and 5,000,000 Class B common shares outstanding immediately before the closing, and assuming no other share issuances before the closing, the sellers are expected to hold nearly 80.16% of the AIOS Tech's total issued and outstanding shares and about 6.21% of its total voting power immediately after the issuance of the consideration shares.
• The transaction is expected to close on or before November 30, 2026.
• Source: Press Release

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