All In FutureTech Alliance, Inc. 8-K

What Happened

• On May 22, 2026, All In FutureTech Alliance, Inc. announced a Debt-to-Equity Rights Purchase Agreement with Rainman Network Ltd. and Dece Capital Limited to acquire creditor and equity transfer rights that would convey ~43.55% of HyalRoute Communication Group Limited (on a fully diluted basis) if completed. The agreed Purchase Price is $1,742,000,000, payable in common stock at a $10.00 reference price (174,200,000 shares).
• Concurrently the company signed two Minority Share Purchase Agreements to buy additional HyalRoute ordinary shares totaling ~14.12% (including a 13.26% block from Fair Cheerful for $530.4M and a 0.86% block from Yellow River for $34.4M). All transactions are subject to closing conditions including company shareholder approval, required U.S. and non‑U.S. regulatory approvals, joinders from target parties, and certain tranche issuance conditions.

Key Details

• Agreement date: May 22, 2026. Consideration: $1,742,000,000 in stock = 174,200,000 shares at $10/share (subject to adjustments).
• Consideration share tranches: 10% (17,420,000) within 1 month after close; 60% (104,520,000) within 6 months (company may extend 6 months); 30% (52,260,000) within 3 months after second tranche (company may extend 3 months).
• Valuation clause: Purchase Price is subject to downward adjustment if a third‑party valuation of the Target Group is below a $4.0B baseline (price scaled by Determined Valuation / $4.0B).
• Governance and restrictions: After issuance of the third tranche, Rainman may appoint two directors (while it and affiliates beneficially own ≥50% of shares issued under the agreement). Consideration shares are unregistered, issued under exemptions, and subject to lock-ups (Rainman/Dece: 12/24/36 months by tranche; Minority shares: 18 months). No registration rights were granted.

Why It Matters

• This is a major potential acquisition paid in equity that would issue 174.2M new shares if completed, materially increasing outstanding stock and changing ownership — subject to shareholder and regulatory approvals.
• The agreement could transfer significant control or economic interest in HyalRoute to the company (and provide Rainman board representation), but closing is conditioned on multiple legal, regulatory and contractual steps (including joinders and waivers from target parties and possible valuation adjustment).
• Investors should watch for the company’s forthcoming proxy statement, shareholder vote, regulatory clearances, and any valuation determination or adjustments, since these events determine whether and on what terms the transaction will close.