All In FutureTech Alliance (AIFA) Proxy filing summary

Executive summary

• Entered into agreements to acquire a 57.67% controlling interest in HyalRoute Communication Group, a major Southeast Asian fiber-optic infrastructure company, for $2.3068 billion, payable entirely in newly issued common shares at a $10.00 reference price per share.

• The acquisition is structured in phases, with share issuances tied to asset delivery milestones and subject to shareholder and regulatory approvals.

• The transaction includes a main Debt-to-Equity Rights Purchase Agreement and two Minority Share Purchase Agreements, covering a total of 57.67% equity in HyalRoute.

• HyalRoute operates a pan-ASEAN fiber network of 85,000 km, with significant assets in the Philippines, Cambodia, and other ASEAN countries, and is developing advanced AI compute centers.

Voting matters and shareholder proposals

• Shareholder approval is required for the acquisition and the issuance of consideration shares.

• A proxy statement will be filed with the SEC, and shareholders are urged to review it before voting.

Board of directors and corporate governance

• Upon completion of the third tranche of share issuance, two board seats will be granted to Rainman’s designees, provided they maintain at least 50% ownership of the issued shares.

• Board composition must remain compliant with Nasdaq independent director requirements.