GMEX Robotics Corporation (NASDAQ:GMEX) ("GMEX" or the "Company") today announced that it has entered into a definitive share purchase agreement (the "Share Purchase Agreement") with Alpha Meta AI Pte. Ltd. (the "Issuer"), MetaGen AI Limited and the other parties thereto.

The Issuer conducts its Media Meta business through mediameta.ai and related business units ("Media Meta"), focused on social-intelligence artificial intelligence and human-behavioral modeling. The proposed transaction remains subject to the satisfaction or waiver of closing conditions, including GMEX’s completion of legal, financial, tax, commercial, technical, intellectual-property, AI, privacy, cybersecurity and business due diligence to its reasonable satisfaction, receipt of required approvals and consents, execution of the related ancillary agreements and the absence of any legal restraint prohibiting the transaction. There can be no assurance that the proposed transaction will be completed on the anticipated timetable or at all.

Transaction Highlights

Initial acquisition of 30% fully diluted equity interest in the Issuer with option, but not obligation, to acquire additional shares that, if exercised in full, would permit GMEX to obtain a controlling equity interest, subject to the terms and conditions of the Share Purchase Agreement;

 

Purchase consideration consisting of a combination of cash and GMEX common shares, subject to the definitive transaction terms;

 

The issuer agreed to certain make good provision to achieve more than USD $52.6 million in revenues (the "Revenue Target") over the next five years from closing. GMEX will be entitled to certain adjustment or partial refund of the consideration paid to the Issuer if it fails to achieve the Revenue Target;

 

Perpetual, exclusive, fully paid-up and royalty-free technology license for GMEX and its subsidiaries covering specified intellectual property, software, AI systems, models and robotics-related data.

 

Strategic Rationale

MediaMeta is focused on developing social-intelligence AI and human-behavioral modeling designed to map patterns, structures and behavioral dynamics that shape how people relate to one another. Its technology is intended to provide AI systems with a data and modeling layer that can assist them in interpreting social context and operating more effectively in real-world human environments.

MediaMeta’s social world models are intended to help AI systems reason, anticipate and respond to human behavior by incorporating behavioral data, cultural context and environmental signals. GMEX believes these capabilities may complement its development of AI-powered robotics intended for consumer, hospitality, healthcare, assisted-living, education, retail and other environments.

The transaction is expected to give GMEX access to technology that may be integrated into its robotics architecture, subject to successful completion of the transaction and subsequent development, integration, testing and commercialization efforts.