AIOS Tech to acquire SmartCore Holdings in $100m all-stock deal
AIOS Tech Inc. (Nasdaq: AIOS) has signed a transaction agreement to acquire SmartCore Holdings Limited in an all-stock deal valued at approximately US$100 million, the Hong Kong-based AI and IT services provider announced on 19 October 2026. The deal is expected to close by 30 November 2026, subject to the completion of a prior corporate reorganisation and other closing conditions.
Under the agreement, AIOS will issue 33,333,334 Class A common shares to SmartCore's three existing sellers at an agreed price of US$3.00 per share. No cash changes hands. Post-closing, the sellers will hold roughly 80% of AIOS's total issued shares but only around 6% of voting power, because the company's existing Class B shares each carry 100 votes against the one vote attached to each Class A share. Shares issued to the lead seller, Better Way Holdings Limited, are subject to a 60-month lock-up period.
The deal
Before the transaction closes, the sellers will complete a restructuring that brings four entities under SmartCore's umbrella: AIMatrix Limited (Hong Kong), Happy Fortune Data Limited (Macao), Coco Cloud Technology Pte. Ltd. (Singapore), and an 80% stake in EasyPay (Thailand) Co., Ltd. The combined target group will operate two primary service lines: IDC Interconnection Services, covering cross-border network connectivity, bandwidth optimisation and global data traffic management; and IDC Services, which encompasses customised server hosting, IP address allocation and bandwidth management.
Guo Li, co-chief executive of AIOS, said the target group's cross-border connectivity and data-centre capabilities are "expected to complement our existing IT infrastructure and AI service offerings" and would strengthen the company's ability to serve customers in the Greater Bay Area and Southeast Asia.
Market context
The acquisition reflects a broader trend among mid-tier Asian IT services companies seeking to consolidate data-centre and network interconnect assets as demand for regional cloud infrastructure rises. Enterprises across Southeast Asia are investing heavily in hybrid and multi-cloud deployments, driving appetite for colocation, managed bandwidth and low-latency cross-border connectivity. AIOS, which currently offers digital transformation services and IT solutions for the financial sector alongside AI platform development, gains a footprint in Macao, Singapore and Thailand through the deal, extending its geographic reach beyond Hong Kong.
The IDC connectivity segment is competitive and increasingly commoditised, with regional players such as PCCW Global, StarHub and a number of local data-centre operators offering comparable cross-border bandwidth services. For AIOS, the strategic logic rests on bundling connectivity with its existing financial-sector IT and AI offerings, a combination that can command higher-margin managed service contracts if integration goes smoothly.
Regulatory and governance considerations
The transaction carries a notable governance structure that prospective shareholders should examine carefully. The 100-to-1 super-voting ratio on Class B shares means the sellers' post-closing 80% economic stake translates to only around 6% of voting control, leaving effective governance with existing Class B holders. Institutional investors in US-listed Chinese-heritage technology companies have scrutinised such dual-class structures with increasing scepticism, particularly given ongoing US Securities and Exchange Commission oversight of small-cap Nasdaq-listed issuers from the Greater China region.
No regulatory approvals specific to the deal were disclosed, though the involvement of entities incorporated across four jurisdictions (Hong Kong, Macao, Singapore and Thailand) will require coordination across multiple legal regimes. The company's forward-looking statements note that required approvals or consents may not be obtained in time for the November target. Investors should consult SEC filings for the full risk disclosure before the transaction closes.