UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2026
Commission File Number: 001-42004
NEWGENIVF GROUP LIMITED
36/39-36/40, 13th Floor, PS Tower
Sukhumvit 21 Road (Asoke)
Khlong Toei Nuea Sub-district
Watthana District, Bangkok 10110
Thailand
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
On May 28, 2026, NewGenIvf Group Limited (the “Company”) entered into a Share Purchase Agreement (the “Share Purchase Agreement”) and an Exclusive Agency Agreement (the “Exclusive Agency Agreement”) with PredicXion Group Limited (a.k.a. K25.ai) (“K25.ai”), in connection with K25.ai’s APAC-focused AI-powered live-streaming and watch-to-predict platform. A copy of the press release issued by the Company on May 28, 2026 announcing these agreements is furnished as Exhibit 99.1. Copies of the Share Purchase Agreement and the Exclusive Agency Agreement are filed as Exhibits 10.1 and 10.2, respectively, and the descriptions below are qualified in their entirety by reference to the full text of those exhibits.
Share Purchase Agreement
Under the Share Purchase Agreement, at the closing thereunder, the Company will acquire an initial 2% equity interest in K25.ai for aggregate consideration of US$2,000,000, consisting of (i) US$1,000,000 payable in cash or in digital assets and (ii) 666,667 newly issued Class A ordinary shares of the Company. A US$200,000 deposit previously paid by the Company under a Heads of Agreement, dated May 15, 2026, between the Company and K25.ai will be applied toward the cash portion of the closing consideration.
The Share Purchase Agreement also grants the Company an option (the “Option”) to acquire up to an additional 8% equity interest in K25.ai. The Option is exercisable, in whole or in part, at any time during the three-month period following the date of the Share Purchase Agreement, at an exercise price of US$1,000,000 per 1% of equity acquired, payable 50% in cash and 50% in newly issued Class A ordinary shares of the Company. If the Option is exercised in full, the Company’s aggregate equity interest in K25.ai would be up to 10%. The closing of the transactions contemplated by the Share Purchase Agreement is subject to the satisfaction of customary closing conditions.
Exclusive Agency Agreement
Pursuant to the Exclusive Agency Agreement, K25.ai has appointed the Company as K25.ai’s exclusive agent for the promotion, marketing and facilitation of the K25.ai platform in Thailand, Singapore, Japan and such other APAC markets as may be mutually agreed by the parties from time to time, excluding Mainland China, Hong Kong, Macau and any other restricted jurisdictions.
In consideration for its services under the Exclusive Agency Agreement, the Company is entitled to tiered commissions on the annual gross profit generated by K25.ai from customers introduced or directly serviced by the Company, calculated as (i) 10% on the first US$1,000,000 of annual gross profit, (ii) 7.5% on annual gross profit between US$1,000,000 and US$3,000,000 and (iii) 5% on annual gross profit in excess of US$3,000,000. The aggregate commission payable to the Company under the Exclusive Agency Agreement is capped at US$5,000,000 per calendar year.
The Exclusive Agency Agreement has an initial term of three years from its effective date and will renew automatically for successive one-year periods thereafter. The Company’s exclusivity in each agreed territory is subject to the Company satisfying a minimum annual gross profit performance threshold of US$500,000 per calendar year in respect of customers introduced or directly serviced by the Company in that territory; failure to satisfy that threshold in any territory entitles K25.ai to terminate the Company’s exclusivity in that territory in accordance with the terms of the Exclusive Agency Agreement.
Exemption from Registration
The Class A ordinary shares of the Company to be issued as part of the consideration under the Share Purchase Agreement, and any Class A ordinary shares of the Company to be issued upon any exercise of the Option, will be issued in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act and/or Regulation S promulgated thereunder, as a transaction by an issuer not involving any public offering. The Class A ordinary shares so issued will be “restricted securities” within the meaning of Rule 144 under the Securities Act.
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EXHIBIT INDEX
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 28, 2026
| NewGenIvf Group Limited | ||
| By: | /s/ Wing Fung Alfred Siu | |
| Name: | Wing Fung Alfred Siu | |
| Title: | Chairman of the Board and Director | |
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Exhibit 10.1
SHARE PURCHASE AGREEMENT
K25.ai / PredicXion Group Limited and NewGenIVF Group Limited
Date: 28 May 2026
Parties
| 1. | PredicXion Group Limited, a company organised under the laws of the British Virgin Islands, with registered address at Aegis Chambers, 1st floor, Ellen Skelton Building, 3076 Sir Francis Drake’s Highway, Road Town, Tortola, VG1110, British Virgin Islands (the “Company”); |
| 2. | NewGenIVF Group Limited, a British Virgin Islands incorporated company, with registered address at 1/F, Pier 2, Central, Hong Kong (the “Buyer”); and |
| 3. | The shareholders of the Company listed in Schedule A (each a “Seller” and collectively, the “Sellers”). |
Each of the Company, Buyer and the Sellers is referred to as a “Party” and collectively as the “Parties”.
Recitals
(A) The Parties have entered into a Heads of Agreement dated 15 May 2026 (the “HoA”) setting out the binding terms for the acquisition by Buyer of a 2% equity interest in the Company and an option to acquire an additional 8% equity interest.
(B) This Agreement sets forth the definitive terms of the acquisition of the Initial Purchased Shares and the Top-Up Option, and supersedes the HoA to the extent of any inconsistency.
(C) Concurrently with Closing, Buyer and the Company will enter into an Exclusive Agency Agreement in the form attached as Exhibit A.
1. Definitions and Interpretation
“Business Day” means a day other than a Saturday, Sunday or public holiday on which banks are open for general business in the British Virgin Islands, Singapore and Hong Kong.
“Closing” means completion of the sale and purchase of the Initial Purchased Shares in accordance with Clause 4.
“Closing Date” means the date on which Closing occurs, which shall be within two Business Days after satisfaction or waiver of the Closing Conditions.
“Consideration Shares” means 666,667 Class A ordinary shares of Buyer to be issued to the Sellers at Closing.
“Seller Dedicated Wallet” means the digital asset wallet address, or wallet addresses, designated in writing by the Sellers for receipt of the cash/digital asset portion of the Initial Consideration, the deposit and any Top-Up Option consideration payable to the Sellers.
“Initial Purchased Shares” means an aggregate of 2% of the fully diluted equity of the Company, allocated among the Sellers as set out in Schedule A.
“Material Adverse Change” means any event that has a material adverse effect on the legal authority of a Party to consummate the transaction, excluding changes in market conditions, crypto or digital asset markets, securities markets, regulatory developments generally affecting the industry, changes in business plans, or matters disclosed to Buyer before signing.
“Minimum Price” means the lower of (i) the Nasdaq official closing price on the trading day immediately preceding the relevant reference date, or (ii) the average Nasdaq official closing price for the five trading days immediately preceding such reference date.
“Top-Up Option” means the option granted to Buyer under Clause 6.
“Top-Up Option Shares” means additional shares of the Company representing up to 8% of its fully diluted equity, exercisable in accordance with Clause 6.
2. Sale and Purchase of Initial Purchased Shares
Upon the terms and subject to the conditions of this Agreement, each Seller severally sells, transfers and delivers to Buyer, and Buyer purchases from each Seller, such Seller’s portion of the Initial Purchased Shares, free and clear of all liens, claims and encumbrances.
3. Consideration for Initial Purchased Shares
The aggregate consideration for the Initial Purchased Shares is US$2,000,000 (the “Initial Consideration”), payable as follows:
| Component | Amount | Form of Payment | ||
| Cash / Digital Asset | US$1,000,000 |
Transfer to the Seller Dedicated Wallet designated by the Sellers in writing, in USDC or such other digital asset as the Sellers may approve in writing. Payment by USD wire transfer or any other method shall be permitted only if the Sellers expressly agree in writing.
The Seller acknowledges that US$200,000 has been received as deposit pursuant to the HoA, and shall be applied towards the Cash / Digital Asset consideration payable hereunder. | ||
| Consideration Shares | 666,667 Class A ordinary shares of Buyer | Book-entry delivery through Buyer’s transfer agent to the Company or the Sellers |
3.1 Crypto Payment Control
The cash/digital asset portion of the Initial Consideration shall be paid directly to the Seller Dedicated Wallet in USDC, or such other stablecoin or digital asset as the Sellers may approve in writing. Payment shall not be made by wire transfer unless the Sellers expressly agree in writing. Any digital asset payment shall be subject to satisfactory AML, sanctions and wallet-screening checks, and receipt by the Sellers of value equivalent to US$1,000,000 net of all transfer costs, fees and deductions. Payment shall only be deemed completed upon irrevocable verified on-chain settlement in the Seller Dedicated Wallet, with sufficient confirmations reasonably satisfactory to the Sellers.
3.2 Consideration Shares; Tradability and Registration Rights
The Consideration Shares are being issued by Buyer in reliance on Regulation S under the United States Securities Act of 1933, as amended, and/or Section 4(a)(2) thereof, as a transaction exempt from US securities registration requirements. The Consideration Shares have not been registered under the Securities Act or any applicable US state securities laws, constitute “restricted securities” within the meaning of Rule 144 thereunder, and may not be offered, sold, or otherwise transferred except in compliance with applicable US securities laws. The Consideration Shares will bear a customary restrictive legend to that effect. The Company and/or each Seller receiving Consideration Shares, as applicable, acknowledges that it has been afforded the opportunity to obtain independent legal advice regarding the restrictions applicable to the Consideration Shares prior to Closing. If, prior to Closing, Buyer’s Class A ordinary shares are suspended from trading, delisted, subject to a trading halt exceeding five trading days, or otherwise not capable of lawful issuance or delivery, the Sellers may elect to receive the share portion of the Initial Consideration in cash instead.
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4. Closing
Closing shall take place remotely by exchange of documents and signatures on the Closing Date.
4.1 Deliveries by Sellers and Company
| ● | Duly executed transfer forms and share certificates, or equivalent evidence of title, for the Initial Purchased Shares; |
| ● | Certified copies of resolutions of the Company’s board and shareholders approving the transaction; |
| ● | A certificate of the Company confirming that the Closing Conditions have been satisfied or waived; |
| ● | The Exclusive Agency Agreement duly executed by the Company. |
4.2 Deliveries by Buyer
| ● | The cash/digital asset portion of the Initial Consideration by verified on-chain transfer to the Seller Dedicated Wallet, or by such other payment method as the Sellers may expressly agree in writing; |
| ● | Evidence of issuance of the Consideration Shares, including transfer agent confirmation or book-entry statement; |
| ● | Certified copies of resolutions of Buyer’s board approving the transaction and the issuance of the Consideration Shares; |
| ● | The Exclusive Agency Agreement duly executed by Buyer. |
5. Closing Conditions
The obligations of the Parties to complete Closing are subject to satisfaction or waiver of the following conditions:
5.1 Due Diligence
Buyer shall have completed confirmatory due diligence on the Company, limited to corporate authority, capitalisation, ownership and material legal or regulatory restrictions that would prevent Closing. Buyer shall be deemed to have completed and satisfied its due diligence condition unless it delivers a written notice specifying in reasonable detail any material uncured issue within five Business Days after receipt of the Company’s due diligence materials. Buyer may not refuse to close on the basis of due diligence except where the issue constitutes a material legal impediment to Closing.
5.2 Other Conditions
| ● | Each Party shall have obtained all necessary corporate approvals to consummate the Acquisition; |
| ● | There shall have been no Material Adverse Change with respect to either Party; |
| ● | Any applicable regulatory clearance, if required, shall have been obtained; |
| ● | All pre-emptive rights of existing shareholders of the Company with respect to the Initial Purchased Shares shall have been waived; |
| ● | Any required third-party consents shall have been obtained; |
| ● | The Exclusive Agency Agreement shall have been executed by both parties; and |
| ● | If the standard anti-dilution provisions, right to participation, preemption rights, and tag-and-drag along rights relating to the Initial Purchased Shares are set out in a shareholders’ agreement, the deed of accession or an amendment to the shareholders’ agreement to include the Buyer shall be in agreed form, and executed on Closing. |
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5.3 Board Nomination
Buyer shall take all necessary corporate actions to appoint or nominate the Company’s three designated independent non-executive director candidates effective no later than Closing, subject only to applicable Nasdaq and SEC independence requirements. If any nominee is rejected on reasonable legal or regulatory grounds, the Company shall have the right to designate a replacement nominee.
6. Top-Up Option
6.1 Grant of Option
Buyer is granted an irrevocable option to acquire from the Sellers, on a pro rata basis, additional shares of the Company representing up to 8% of the Company’s fully diluted equity, bringing Buyer’s total ownership to up to 10%. Subject to Clause 6.4, the voluntary exercise of the Top-Up Option is exercisable at any time within three months after the date of this Agreement. For the avoidance of doubt, the expiry of the voluntary exercise period shall not limit, extinguish, waive, or otherwise affect Buyer’s mandatory exercise obligation under Clause 6.4.
6.2 Exercise Price
The consideration for each 1% of the Company’s equity acquired under the Top-Up Option shall be US$1,000,000, payable 50% in cash and 50% in Buyer’s Class A ordinary shares. For a full 8% exercise, the total consideration shall be US$8,000,000, comprising US$4,000,000 in cash and Buyer shares with a value of US$4,000,000. The share issuance price shall be 110% of the Minimum Price at the relevant exercise date.
6.3 Exercise Procedure
Buyer may exercise the Top-Up Option by delivering a written Top-Up Exercise Notice to the Company and the Sellers, specifying the percentage, in whole increments of 1%, it wishes to acquire. Within 15 days after delivery of the notice, a closing for the Top-Up Option shall occur.
6.4 Mandatory Exercise in Certain Events
If, at any time after the date of this Agreement, Buyer completes any financing transaction in which K25.ai, PredicXion, the Platform, prediction markets, information markets, AI live-streaming, or this Agreement is referenced as a material investment rationale, use of proceeds, strategic asset, business pivot, or value driver, Buyer shall be required to exercise not less than 4% of the Top-Up Option. This mandatory exercise obligation is independent of, and shall survive notwithstanding the expiry of, the three-month voluntary exercise period under Clause 6.1.
Failure by Buyer to complete the mandatory Top-Up Closing within 15 Business Days after the trigger event shall constitute a material breach, and the Company shall be entitled to specific performance, injunctive relief, and liquidated damages equal to 120% of the unpaid mandatory Top-Up consideration.
6.5 Regulatory Compliance
Buyer shall ensure that at the time of any Top-Up Exercise, the issuance price is at least equal to the Minimum Price, as adjusted, so that shareholder approval under Nasdaq Rule 5635(d) is not required, unless such approval has already been obtained.
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7. Representations and Warranties
7.1 By each Seller
Each Seller severally, and not jointly, represents and warrants solely with respect to itself and the shares sold by it that:
| ● | such Seller has good and marketable title to its portion of the Initial Purchased Shares, free of all liens; |
| ● | such Seller has full power and authority to enter into this Agreement and to transfer its portion of the Initial Purchased Shares; |
| ● | no consent or approval is required for such transfer, except as disclosed to Buyer in writing or obtained before Closing; and |
| ● | if such Seller receives any Consideration Shares, such Seller is a sophisticated investor for the purpose of US securities laws, and is not acquiring the Consideration Shares on behalf of, or for the account or benefit of, any US person as defined in Regulation S under the Securities Act. |
7.2 By the Company
The Company represents and warrants that it is duly organised and validly existing under BVI law, and that its authorised and outstanding share capital is as set out in Schedule B. To the Company’s knowledge, except as disclosed to Buyer in writing, there are no pending litigation proceedings or material regulatory orders specifically against the Company that would legally prevent Closing. If the Company receives any Consideration Shares, the Company is a sophisticated investor for the purpose of US securities laws, and is not acquiring the Consideration Shares on behalf of, or for the account or benefit of, any US person as defined in Regulation S under the Securities Act.
7.3 By Buyer
Buyer represents and warrants that:
| ● | it is duly organised and validly existing under BVI law; |
| ● | it is a Foreign Private Issuer listed on Nasdaq under the symbol “NIVF”; |
| ● | the Consideration Shares and any shares issued pursuant to a Top-Up Exercise, when issued, will be validly issued, fully paid and non-assessable; |
| ● | Buyer’s SEC filings are current and it is in compliance with applicable Nasdaq listing standards, except as expressly disclosed in writing to the Company before signing; |
| ● | Buyer is not aware of any pending Nasdaq delisting determination, trading suspension, SEC enforcement inquiry, or material undisclosed event that would reasonably be expected to impair the value, issuance, or tradability of the Consideration Shares; |
| ● | Buyer has full authority and sufficient authorised share capital to issue all Consideration Shares and Top-Up shares without shareholder approval, except as expressly disclosed in writing before signing; and |
| ● | the issuance of Consideration Shares will not violate Nasdaq rules, SEC rules, Buyer’s constitutional documents, or any existing financing agreement. |
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8. Covenants
8.1 Exclusive Agency Agreement
Concurrently with Closing, Buyer and the Company shall enter into the Exclusive Agency Agreement in the form attached as Exhibit A.
8.2 Board Observer
For as long as Buyer holds any equity in the Company, Buyer shall have the right to designate one non-voting observer to the Company’s board of directors, subject to confidentiality obligations and conflict-of-interest restrictions reasonably determined by the Company.
8.3 Information Rights
The Company shall provide Buyer with quarterly unaudited financial statements and annual audited financial statements, once available.
8.4 Use of Proceeds
The Parties acknowledge that the Initial Consideration and any Top-Up Option consideration are payable to the Sellers unless otherwise agreed in writing. To the extent any portion of such proceeds is separately contributed, advanced or assigned to the Company, such funds shall be used by the Company as working capital for expansion of the K25.ai platform in the Asia-Pacific region, subject to the Company’s board-approved budget and business plan.
9. Deposit and Termination Payments
The US$200,000 deposit shall be non-refundable except where Closing fails solely due to the Company’s uncured material breach of this Agreement or the Company’s failure to satisfy a Closing Condition within the Company’s control, including failure to obtain required corporate approval. If Buyer fails to close after satisfaction or waiver of the Closing Conditions, or if Closing does not occur within the applicable closing period or long-stop period for any reason other than the Company’s uncured material breach or failure to satisfy a Closing Condition within the Company’s control, the deposit shall be forfeited to the Sellers as liquidated damages, without prejudice to the Company’s and the Sellers’ right to specific performance. In addition, if Buyer fails to complete Closing after the Closing Conditions have been satisfied or waived, if Closing does not occur after the expiry of the applicable closing period or long-stop period for any reason other than the Company’s uncured material breach or failure to satisfy a Closing Condition within the Company’s control, or if Buyer otherwise materially breaches this Agreement in a manner that causes Closing not to occur, Buyer shall pay to the Sellers an additional penalty and liquidated damages amount of US$800,000 (the “US$800,000 Penalty”) within five Business Days after written demand by the Sellers. For the avoidance of doubt, Buyer shall remain liable to pay the US$800,000 Penalty even if no transaction or deal is completed after the closing period has expired, unless the failure to complete Closing is caused solely by the Company’s uncured material breach or failure to satisfy a Closing Condition within the Company’s control. The Parties agree that the US$800,000 Penalty represents a genuine pre-estimate of the loss, commercial disruption, opportunity cost and reputational harm that would be suffered by the Company and the Sellers if Buyer fails to complete the transaction. The US$800,000 Penalty shall be automatically waived and fully released only upon completion of the full US$2,000,000 Initial Consideration investment, including receipt of the US$1,000,000 cash/crypto portion in the Seller Dedicated Wallet or otherwise as approved by the Sellers, and valid issuance and delivery of the US$1,000,000 share consideration represented by 666,667 Consideration Shares to the Sellers.
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10. Termination
| ● | by mutual written consent of Buyer and the Company; |
| ● | by either Party if Closing has not occurred within two months from the date hereof, as extended by mutual consent, provided that any such termination shall not affect the Sellers’ entitlement to the forfeited deposit and the US$800,000 Penalty under Clause 9 where Closing did not occur for any reason other than the Company’s uncured material breach or failure to satisfy a Closing Condition within the Company’s control; |
| ● | by Buyer only if a Closing Condition has not been satisfied due to a material legal impediment to Closing caused by the Company’s uncured material breach or failure to satisfy a Closing Condition within the Company’s control and is not curable within 15 days after notice; |
| ● | by the Company if Buyer materially breaches this Agreement and fails to cure within 15 days after notice, without prejudice to the Company’s and Sellers’ rights to the deposit, US$800,000 Penalty, specific performance and other remedies under this Agreement. |
11. Governing Law and Dispute Resolution
This Agreement shall be governed by the laws of the British Virgin Islands. Any dispute arising out of or relating to this Agreement shall be finally resolved by arbitration administered by the BVI International Arbitration Centre under the BVI Arbitration Rules. The number of arbitrators shall be one. The language of the arbitration shall be English.
12. Miscellaneous
| ● | Entire Agreement: This Agreement, together with the HoA to the extent not inconsistent and the Exhibits, constitutes the entire agreement between the Parties. |
| ● | Amendments: Only in writing signed by all Parties. |
| ● | Counterparts: This Agreement may be executed in counterparts. |
| ● | Waiver of US$800,000 Penalty upon Completion of Full US$2,000,000 Investment: The US$800,000 Penalty shall be waived only upon completion of the full US$2,000,000 Initial Consideration investment, including receipt of the US$1,000,000 cash/crypto portion in the Seller Dedicated Wallet or otherwise as approved by the Sellers, and valid issuance and delivery of the US$1,000,000 share consideration represented by 666,667 Consideration Shares to the Sellers. Until such full investment has been completed, no waiver, release or discharge of the US$800,000 Penalty shall be effective unless expressly agreed in writing by the Sellers. |
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| PREDICXION GROUP LIMITED | ||
| By: | /s/ Andy Cheung | |
| Name: | Andy Cheung | |
| Title: | CEO | |
| NEWGENIVF GROUP LIMITED | ||
| By: | /s/ Alfred Siu | |
| Name: | Alfred Siu | |
| Title: | CEO | |
| SELLERS | ||
| By: | /s/ Andy Cheung | |
| Name: | Andy Cheung | |
| Title: | CEO | |
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Schedule A - Sellers and Allocation of Initial Purchased Shares
| Seller Name | Number of Shares | Percentage of Company | ||||||
| Kong Yiu CHEUNG | 50,000 | 10 | % | |||||
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Schedule B - Capitalisation of the Company
Kong Yiu CHEUNG 100%
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Exhibit A - Form of Exclusive Agency Agreement
[Attached separately]
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Exhibit 10.2
EXCLUSIVE AGENCY AGREEMENT
K25.ai / PredicXion Group Limited and NewGenIVF Group Limited
Date: 28 May 2026
Parties
1. PredicXion Group Limited, a company organised under the laws of the British Virgin Islands, with registered address at Aegis Chambers, 1st floor, Ellen Skelton Building, 3076 Sir Francis Drake’s Highway, Road Town, Tortola, VG1110, British Virgin Islands (the “Principal” or the “Company”); and
2. NewGenIVF Group Limited, a British Virgin Islands incorporated company, with registered address at 1/F, Pier 2, Central, Hong Kong (the “Agent” or the “Buyer”).
Each of Principal and Agent is referred to as a “Party” and collectively as the “Parties”.
Recitals
(A) Principal owns and operates an AI-powered live-streaming and watch-to-predict platform branded as K25.ai (the “Platform”).
(B) Agent and Principal, together with the Sellers named therein, have entered into a Share Purchase Agreement dated 28 May 2026 (the “SPA”), pursuant to which Agent is acquiring an initial 2% equity interest in Principal for an aggregate Initial Consideration of US$2,000,000, comprising US$1,000,000 payable to the Seller Dedicated Wallet or otherwise as approved by the Sellers, and 666,667 Class A ordinary shares of Agent as Consideration Shares, with an option and certain mandatory obligations to acquire up to an additional 8% equity interest in accordance with the SPA.
(C) This Agreement is intended to be the Exclusive Agency Agreement contemplated by the SPA and shall be entered into concurrently with Closing under the SPA. The effectiveness of Agent’s exclusive appointment under this Agreement is conditional upon completion of Closing under the SPA and completion of the full US$2,000,000 Initial Consideration investment, unless Principal expressly agrees otherwise in writing.
(D) The Parties wish to govern Agent’s promotion, marketing and facilitation of the Platform in certain approved APAC territories, subject at all times to legal compliance, Principal’s approval rights, the geographic restrictions under this Agreement, and the performance requirements set out below.
1. Definitions
“Annual Commission Cap” means the maximum aggregate commission payable to Agent in any calendar year under this Agreement, being US$5,000,000 unless Principal approves a higher cap in writing.
“Approved Agent-Introduced Customer” means a Customer that (i) was first introduced to Principal by Agent using a Principal-approved referral link, referral code, campaign ID, signed customer referral form, written introduction, CRM record or other written attribution method approved by Principal before onboarding; (ii) is not an Excluded Customer; and (iii) has passed all onboarding, KYC, AML, sanctions, jurisdictional and compliance checks imposed by Principal.
“Customer” means any person or entity that uses the Platform and has passed all onboarding, compliance and jurisdictional requirements imposed by Principal.
“Excluded Customer” means any organic user, existing lead, customer already in Principal’s pipeline, customer introduced by another partner, user acquired through Principal’s own marketing, user from a Restricted Jurisdiction, or customer not approved in writing by Principal as commissionable before onboarding.
Exclusive Agency Agreement - K25.ai / NewGenIVF
“Gross Profit” means total fees, subscription revenues, commission revenues or other payments actually received by Principal from an Approved Agent-Introduced Customer, minus direct costs attributable to serving that Customer, including third-party data feeds, payment and blockchain transaction fees, licensing costs, platform pass-through fees, chargebacks, refunds, taxes and other directly attributable costs, as determined in accordance with Principal’s standard accounting practices consistently applied.
“Material Contribution” or “materially contributed” means Agent’s verifiable and Principal-approved contribution to customer acquisition through (i) a Principal-approved referral link, referral code or campaign ID generating a measurable number of users, leads or accounts; (ii) a written introduction or CRM entry accepted by Principal before onboarding; (iii) a signed customer referral form accepted by Principal; or (iv) written evidence that Agent was the primary or material source of the customer relationship. General brand awareness, informal discussions, unapproved marketing, investor publicity or broad market activity shall not constitute Material Contribution.
“Performance Minimum” means not less than US$500,000 per calendar year in Gross Profit generated from Approved Agent-Introduced Customers in the relevant Territory, together with reasonable progress on local regulatory, marketing and partnership activities as agreed by the Parties in writing. For the first partial calendar year after the Effective Date, the US$500,000 threshold shall be prorated based on the number of complete calendar months remaining in that year.
“Restricted Jurisdiction” means the United States, Mainland China, Hong Kong, Macau, any jurisdiction where the Platform is not legally permitted, and any other jurisdiction designated by Principal from time to time for legal, regulatory, sanctions, AML, reputational or business reasons.
“Seller Dedicated Wallet” has the meaning given to it in the SPA.
“SPA” has the meaning given in Recital (B). Capitalised terms used but not defined in this Agreement shall have the meanings given to them in the SPA.
“Territory” means initially Thailand, Singapore, Japan, and such other APAC countries as may be mutually agreed in writing from time to time, excluding all Restricted Jurisdictions.
“Term” means the term of this Agreement as set out in Clause 7.
2. Appointment and Scope
2.1 Exclusive Appointment
Subject to completion of Closing under the SPA, completion of the full US$2,000,000 Initial Consideration investment under the SPA, the legal compliance conditions in Clause 3, and the performance requirements in Clause 2.3, Principal appoints Agent as its exclusive agent for the promotion, marketing and facilitation of the Platform within the Territory during the Term.
During any period in which exclusivity applies for a specific Territory, Principal shall not appoint another exclusive agent for that same Territory for the same scope of services. Principal shall remain free to service existing customers, organic users, institutional relationships, strategic partners, investors and any customer or channel not approved as an Approved Agent-Introduced Customer.
2.2 Services
Agent shall use commercially reasonable efforts to:
| ● | identify and introduce potential Customers to the Platform through Principal-approved tracking and attribution methods; |
| ● | assist in onboarding and customer support for Approved Agent-Introduced Customers, subject always to Principal’s final approval and compliance requirements; |
| ● | promote the Platform at industry events, through digital marketing channels and via its regional network, excluding any marketing directed to Restricted Jurisdictions; |
| ● | obtain Principal’s prior written approval for all marketing, PR, investor, customer, regulatory-facing, exchange-facing, website, social media or public materials relating to the Platform; |
| ● | provide reasonable quarterly reports on lead generation, referral links, referral codes, campaign IDs, approved customer introductions, regulatory progress, marketing spend and local partnership activity. |
Exclusive Agency Agreement - K25.ai / NewGenIVF
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2.3 Performance Minimum and Conversion to Non-Exclusive Status
Agent’s exclusivity in each Territory shall be conditional upon Agent satisfying the Performance Minimum in that Territory. If Agent fails to meet the Performance Minimum for any Territory for two consecutive calendar quarters, exclusivity for that Territory shall automatically convert to non-exclusive status without further action by either Party.
Conversion to non-exclusive status shall not terminate this Agreement. It shall only remove Agent’s exclusive rights in the relevant Territory. Principal may thereafter appoint other agents, distributors, partners or service providers, or conduct direct marketing in that Territory.
2.4 No Authority to Bind
Agent is not authorised to bind Principal to any contract, modify the Platform’s terms of service, approve or onboard users, waive compliance requirements, make regulatory representations, settle disputes, or make any representation on behalf of Principal except as expressly authorised in writing by Principal.
3. Legal Compliance Condition
Agent shall not commence any marketing, solicitation, promotional, onboarding or customer acquisition activities in any specific country within the Territory unless and until:
| ● | Agent has obtained a written legal opinion from qualified local counsel in that country, in a form reasonably acceptable to Principal, confirming that the promotion and sale of the Platform does not violate applicable gambling, gaming, betting, financial services, securities, derivatives, consumer protection, advertising, data protection or other applicable laws in that country; or |
| ● | Principal has obtained a formal no-action letter, advisory opinion, licence confirmation or other written regulatory clearance from the relevant authority in that country confirming that the Platform’s operations and Agent’s proposed activities are permissible under local law. |
If such legal opinion or regulatory clearance cannot be obtained within 60 days after a Party’s written request, the Parties shall suspend marketing activities in that country until legal clearance is obtained. Such country shall not be permanently excluded from the Territory unless mutually agreed in writing or designated by Principal as a Restricted Jurisdiction for legal, regulatory, sanctions, AML, reputational or business reasons.
Principal shall have final discretion over whether any country, channel, customer segment or campaign is approved for launch, marketing or onboarding.
4. Commission
4.1 Tiered Commission; Annual Cap
Principal shall pay Agent commission on Gross Profit generated from Approved Agent-Introduced Customers only, subject to the following tiered rates and the Annual Commission Cap:
| Annual Gross Profit from Approved Agent-Introduced Customers |
Commission Rate | Notes | ||
| First US$1,000,000 | 10% | Base tier | ||
| Above US$1,000,000 and up to US$3,000,000 | 7.5% | Growth tier | ||
| Above US$3,000,000 | 5% | Scale tier, subject to the Annual Commission Cap |
Total commission payable to Agent under this Agreement shall be capped at US$5,000,000 per calendar year unless Principal approves a higher cap in writing.
Exclusive Agency Agreement - K25.ai / NewGenIVF
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4.2 Commissionable Customers
Commission shall only apply to Approved Agent-Introduced Customers. No commission shall be payable for Excluded Customers or for revenue generated from restricted, unlawful, unapproved, suspended or rejected users.
If there is any dispute as to attribution, Principal’s written records, CRM logs, referral link records, referral code records and compliance records shall be determinative unless manifestly erroneous.
4.3 Calculation and Payment
Commission shall be calculated quarterly, within 30 days after the end of each calendar quarter, based on Gross Profit actually received by Principal during that quarter from Approved Agent-Introduced Customers. Payment shall be made within 30 days after calculation, accompanied by a statement showing the calculation of Gross Profit and resulting commission.
Payment shall be made in USD or such other method as Principal may approve in writing. Principal may withhold, suspend or reverse commission where the relevant customer fails compliance checks, is later identified as being from a Restricted Jurisdiction, receives a refund, causes a chargeback, engages in fraud or market abuse, or otherwise violates the Platform’s terms.
4.4 Audit Right
Agent shall have the right, no more than once per year, to appoint an independent auditor at Agent’s cost to inspect Principal’s books and records directly related to commission calculations for Approved Agent-Introduced Customers. The auditor shall be subject to confidentiality obligations acceptable to Principal. If an underpayment exceeding 5% is identified and agreed or finally determined, Principal shall reimburse Agent for the reasonable cost of the audit and pay the shortfall.
5. Geographic Restrictions, Marketing Control and Compliance
Agent acknowledges that the Platform is not offered to US persons or to users located in Mainland China, Hong Kong, Macau or other Restricted Jurisdictions. Agent shall include a clear Principal-approved disclaimer in all approved marketing materials: “K25.ai’s services are not available to US persons or in restricted jurisdictions.”
Agent shall not direct any marketing, solicitation, onboarding, referral, advertising, influencer, PR or customer acquisition activities toward any Restricted Jurisdiction or any country where the Platform is not legally permitted.
Agent shall not publish, distribute, approve, submit or cause the publication of any marketing, PR, investor, customer, regulatory-facing, exchange-facing, website, social media or public materials relating to the Platform without Principal’s prior written approval. Notwithstanding the foregoing, Agent shall be permitted to make any disclosure relating to this Agreement or the Platform that is required by applicable US securities laws, SEC rules, or NASDAQ listing standards without Principal’s prior written approval. Where practicable, Agent shall provide Principal with not less than one (1) Business Days’ advance notice of the content of any such mandatory disclosure and shall use reasonable endeavours to limit any such mandatory disclosure to the minimum content required by applicable law or regulation.
Agent shall not describe the Platform as gambling, casino, securities trading, investment advice, guaranteed returns, passive income, financial products or any equivalent regulated activity unless expressly approved by Principal in writing.
Each Party shall comply with all applicable laws, regulations and sanctions in the performance of this Agreement, including AML, counter-terrorist financing, anti-bribery, data protection, advertising, consumer protection and sanctions laws.
Exclusive Agency Agreement - K25.ai / NewGenIVF
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6. Intellectual Property
Each Party retains all rights in its own intellectual property. Agent may use Principal’s trademarks, logos and trade names, including “K25.ai”, solely for Principal-approved marketing purposes under this Agreement, only within approved Territories, and only in accordance with Principal’s brand guidelines and written instructions.
Agent shall not modify, reverse engineer, copy, scrape, create derivative works of, interfere with, or attempt to replicate the Platform or any Principal technology, content, data, models, workflows, materials or intellectual property.
7. Term and Termination
7.1 Effective Date, Initial Term and Renewal
This Agreement shall be signed concurrently with Closing under the SPA. Unless Principal agrees otherwise in writing, Agent’s exclusive appointment and any commission entitlement shall become effective only upon completion of Closing under the SPA and completion of the full US$2,000,000 Initial Consideration investment under the SPA (the “Effective Date”).
The initial term shall continue for three years from the Effective Date. This Agreement shall automatically renew for successive one-year periods unless either Party gives written notice of non-renewal at least 90 days before the end of the then-current term.
7.2 Termination for Cause
Either Party may terminate this Agreement by written notice if the other Party materially breaches this Agreement and fails to cure such breach within 30 days after receiving written notice.
7.3 Termination without Cause
Principal may not terminate this Agreement without cause during the period of eighteen (18) months from the Effective Date (the “Protected Period”). After the expiry of the Protected Period, Principal may terminate this Agreement without cause by giving 90 days’ prior written notice to Agent.
7.4 Automatic Termination if SPA Does Not Complete
If the SPA is terminated before Closing, or if the full US$2,000,000 Initial Consideration investment is not completed under the SPA and Principal has not waived this condition in writing, this Agreement shall automatically terminate without liability to Principal, without prejudice to Principal’s and the Sellers’ rights and remedies under the SPA, including any rights in respect of the deposit, the US$800,000 Penalty, specific performance or other remedies.
7.5 Effect of Termination; Commission Tail
Upon termination, all undisputed unpaid commissions earned before the effective date of termination shall be paid within 30 days. Following termination, Agent shall only be entitled to commissions on Gross Profit actually received from Approved Agent-Introduced Customers for a period of six months after termination, unless termination is due to Agent’s breach, unlawful conduct, compliance failure, regulatory breach, sanctions or AML issue, confidentiality breach, IP misuse, data protection breach, or reputational misconduct, in which case no post-termination commission shall be payable.
Upon termination, Agent shall immediately cease all use of Principal’s trademarks, marketing materials, confidential information and Platform materials. All exclusivity provisions shall lapse immediately upon termination.
Exclusive Agency Agreement - K25.ai / NewGenIVF
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8. Confidentiality and Data Protection
Each Party agrees to keep confidential all non-public information regarding the other Party’s business, technology, product, finances, customers, regulatory strategy, investor discussions, Nasdaq matters, transaction documents, trade secrets and strategies disclosed in connection with this Agreement. Confidentiality obligations shall survive for five years after termination, and trade secrets shall remain protected for so long as they remain trade secrets.
Agent shall comply with all applicable data protection laws and shall not collect, process, transfer, store, disclose or use user data except as expressly authorised by Principal in writing. Agent shall promptly notify Principal of any suspected data breach, unauthorised access, unlawful processing or regulatory inquiry relating to Platform users or Principal data.
9. Limitation of Liability
Except for excluded claims, neither Party shall be liable to the other for indirect, incidental or consequential damages arising out of this Agreement. Each Party’s aggregate liability shall not exceed the total commissions paid or payable to Agent during the 12 months preceding the claim.
The liability cap shall not apply to fraud, wilful misconduct, confidentiality breach, intellectual property misuse, data protection breach, sanctions or AML breach, unlawful marketing, regulatory violation, unauthorised public statements, or any activity by Agent in a Restricted Jurisdiction.
10. Indemnity
Agent shall indemnify and hold harmless Principal, its affiliates, directors, officers, employees, shareholders and representatives from and against all losses, liabilities, damages, penalties, fines, costs and expenses arising out of or relating to Agent’s breach of this Agreement, unlawful marketing, unauthorised statements, activities in Restricted Jurisdictions, sanctions or AML breach, data protection breach, intellectual property misuse, or any claim by a customer, regulator, exchange, authority or third party arising from Agent’s conduct.
11. Governing Law and Dispute Resolution
This Agreement shall be governed by the laws of the British Virgin Islands. Any dispute arising out of or relating to this Agreement shall be finally resolved by arbitration administered by the BVI International Arbitration Centre under the BVI Arbitration Rules in force when the notice of arbitration is submitted. The number of arbitrators shall be one. The seat of arbitration shall be the British Virgin Islands. The language of the arbitration shall be English.
12. Assignment
Agent may not assign, transfer, novate or delegate this Agreement, including to an affiliate, without Principal’s prior written consent, not to be unreasonably withheld, provided that any assignee satisfies applicable legal, regulatory, AML, sanctions, data protection, operational and reputational requirements. Any attempted assignment without such consent shall be void.
13. Miscellaneous
Entire Agreement: This Agreement, together with the SPA to the extent relating to the agency relationship and any written amendments, constitutes the entire agreement between the Parties concerning the subject matter of this Agreement.
Amendments: This Agreement may be amended only by a written instrument signed by both Parties.
Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
No Waiver: No failure or delay by a Party in exercising any right or remedy shall constitute a waiver of that right or remedy.
Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Exclusive Agency Agreement - K25.ai / NewGenIVF
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
| PREDICXION GROUP LIMITED (Principal) | ||
| By: | /s/ Andy Cheung | |
| Name: | Andy Cheung | |
| Title: | CEO | |
| NEWGENIVF GROUP LIMITED (Agent) | ||
| By: | /s/ Siu Wing Fung Alfred | |
| Name: | Siu Wing Fung Alfred | |
| Title: | CEO and Chairperson | |
Exclusive Agency Agreement - K25.ai / NewGenIVF
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Exhibit 99.1
NewGen Executes Share Purchase Agreement and Obtains Exclusive APAC Agency Rights with K25.ai, an AI-Powered Prediction Market Led by Industry Veteran Andy Cheung
| ● | NewGen executes Share Purchase Agreement to acquire an initial 2% equity interest in K25.ai, with the right to invest up to 10% in total |
| ● | NewGen also executes Exclusive Agency Agreement with K25.ai, appointing NewGen as K25.ai’s exclusive agency partner for selected permitted APAC markets, creating a potential asset-light commercial growth channel |
| ● | According to media reports citing Bernstein research, prediction market volumes could reach approximately US$1 trillion by 2030 as the category evolves into broader information markets across sports, crypto, politics, macroeconomic and event-driven contracts |
| ● | APAC market tailwinds across mobile, digital economy, gaming, esports, live-streaming, social video and AI-enabled engagement provide a compelling foundation for localized prediction and information-market platforms |
BANGKOK, May 28, 2026 (GLOBE NEWSWIRE) -- NewGenIVF Group Limited (Nasdaq: NIVF) (“NewGen” or the “Company”), a technology-driven, diversified growth company, today announced that it has executed a Share Purchase Agreement and an Exclusive Agency Agreement with K25.ai, an APAC-focused AI-powered live-streaming and watch-to-predict platform led by technology veteran Andy Cheung.
Under the Share Purchase Agreement, NewGen will acquire an initial 2% equity interest in K25.ai for US$2 million, implying a US$100 million valuation, with the right to increase its ownership to up to 10% on the same valuation terms. NewGen believes the investment provides strategic participation in an emerging prediction and information-market platform while maintaining a measured level of equity exposure.
The Exclusive Agency Agreement is expected to serve as the primary commercial foundation of the relationship. Through the Exclusive Agency Agreement, NewGen is appointed as K25.ai’s exclusive agency partner for promotion, marketing and business facilitation in selected permitted APAC markets, creating a potential high-margin gross-profit participation channel for NewGen from customers it introduces, with a three-year initial term and renewal upside. NewGen believes this structure provides a potential asset-light commercial channel linked to K25.ai’s market expansion, subject to execution, customer acquisition, market adoption, applicable law and regulatory considerations.
The Company believes the combination of equity participation and exclusive agency rights positions NewGen to participate in the growth of K25.ai through both potential long-term equity value creation and potential agency-based commercial revenue, without the need for NewGen to directly operate a prediction market platform.
Market Opportunity
Prediction markets are moving from niche event trading toward a broader information-market category. Media reports citing Bernstein research state that prediction market volumes could reach approximately US$1 trillion by 2030, up from approximately US$51 billion in 2025, as the sector expands across sports, crypto, politics, macroeconomic and event-driven contracts. Bernstein’s thesis, as reported by financial media, is based on factors including greater regulatory clarity, mainstream distribution partnerships and structural liquidity advantages versus traditional state-regulated gaming frameworks.
NewGen believes APAC represents one of the most compelling regions for the next phase of prediction and information-market adoption. The region combines a large mobile-first digital population, deep engagement with live content, strong gaming and esports communities, rising digital financial infrastructure, and increasing adoption of AI-enabled tools. Several market indicators support this view:
| ● | Digital economy scale: Southeast Asia’s digital economy is on track to surpass US$300 billion in gross merchandise value, with both GMV and revenue growing approximately 15% year-over-year, according to the e-Conomy SEA 2025 report by Google, Temasek and Bain & Company. |
| ● | Mobile-first infrastructure: GSMA Intelligence reported that mobile technologies and services contributed approximately US$950 billion to Asia-Pacific GDP in 2024, with this contribution expected to rise to approximately US$1.4 trillion by 2030 as 5G and AI become more deeply integrated into regional economies. |
| ● | Gaming and esports audience base: Newzoo’s 2025 Global Games Market Report estimates global games revenue of US$188.8 billion in 2025, with Asia-Pacific representing approximately US$87.6 billion, or 46% of global games revenue. Newzoo also estimates that Asia-Pacific has approximately 1.9 billion players, representing 53% of the global player base. |
| ● | Video and creator-economy tailwind: Media Partners Asia has projected Asia-Pacific screen industry revenues to reach approximately US$196 billion by 2030, with online video accounting for net growth and user-generated and social video revenues projected to expand by approximately US$11.4 billion to US$44.5 billion by 2030. |
| ● | AI-enabled information processing: The increasing availability of AI tools, real-time data processing and automated content analysis may further expand the addressable market for AI-native platforms capable of generating, monitoring and resolving event-based content at scale. |
NewGen believes these market dynamics support K25.ai’s strategy to build an APAC-focused prediction and information-market platform that combines AI-assisted event generation, creator-led engagement, localized content and access controls for permitted jurisdictions.
K25.ai Leadership and Execution Capability
K25.ai is led by Mr. Andy Cheung, a veteran technology and digital asset executive with extensive experience scaling high-growth platforms across Web3, fintech, consumer internet and digital advertising.
Mr. Cheung previously served as Chief Operating Officer of OKEx (now OKX), where he helped build and scale one of the world’s leading digital asset exchanges. He also served as Chief Executive Officer of Groupon Hong Kong. In addition, he was previously an Independent Director and Digital Asset Treasury (DAT) Architect of Prenetics Global Limited, a Nasdaq-listed health sciences company, where he supported the development of its digital asset treasury strategy and Web3 capital markets positioning.
NewGen believes K25.ai’s leadership combines exchange-grade operating experience, AI-native product capability and regional market knowledge, supporting its strategy to build a localized prediction and information-market platform for APAC users in permitted jurisdictions.
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Management Commentary
“Prediction markets are no longer a niche concept; we believe they are emerging as a next-generation layer of financial, informational and AI-enabled digital infrastructure,” said Alfred Siu, Founder, Chairman and Chief Executive Officer of NewGenIVF. “According to media reports citing Bernstein research, prediction market volumes could reach approximately US$1 trillion by 2030. At the same time, APAC offers one of the world’s largest mobile-first digital populations, with strong engagement across gaming, live-streaming, social video, sports, esports and digital financial services. We believe this creates a significant undercaptured opportunity for localized, AI-powered prediction market platforms. Through our strategic equity participation in K25.ai and our Exclusive Agency Agreement, NewGen is positioned to pursue this opportunity through an asset-light commercial model with potential equity and agency upside, subject to execution, market adoption, applicable law and regulatory considerations.”
Andy Cheung, Founder and CEO of K25.ai, commented, “APAC is not a copy-paste market. It requires localized content, creator networks, regional compliance awareness, multi-language execution and deep experience in exchange-grade market infrastructure. K25.ai was built around this thesis. With NewGen as a Nasdaq-listed strategic partner and exclusive agency partner in permitted APAC markets, we believe K25.ai is better positioned to accelerate distribution, strengthen institutional credibility and build a localized prediction and information-market platform for the region.”
About NewGenIVF Group Limited
NewGenIVF Group is a tech-forward, diversified, multi-jurisdictional growth company pursuing opportunities across real estate development, digital asset innovation and reproductive health solutions. The Company operates through “NewGenProperty,” focused on real estate development projects in the UAE’s Ras Al Khaimah Emirate; “NewGenDigital,” focused on digital asset and DeFi solutions; and “NewGenSup,” focused on health and longevity products and solutions. The Company’s legacy business involves IVF and assisted reproductive treatment services across Asia. To learn more, visit www.nivf.global. The information contained on, or accessible through, NewGenIVF’s website is not incorporated by reference into this press release and should not be considered part of this press release.
About K25.ai
K25.ai is an APAC-focused AI-powered live-streaming and watch-to-predict platform. The platform combines real-time content, creator communities, AI-assisted event generation and prediction-market-style engagement to transform live streaming from passive viewing into an interactive information market. Through K25.ai, users in permitted markets can watch live content, follow creators, participate in community discussions and engage with prediction events linked to real-world outcomes, sports, esports, entertainment, creator challenges and culturally relevant APAC events. K25.ai uses AI-assisted tools to support event creation, content analysis, data extraction, outcome monitoring and resolution workflows. K25.ai is not offered to U.S. persons or to users located in Mainland China, Hong Kong, Macau or other restricted jurisdictions.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by terminology such as “believe,” “expect,” “may,” “could,” “will,” “potential,” “positioned,” “opportunity,” “strategy,” “target,” “intend,” “plan,” “seek,” “estimate,” “project” and similar expressions. Forward-looking statements in this press release include, but are not limited to, statements regarding: the completion of the transactions contemplated by the Share Purchase Agreement, including NewGen’s acquisition of an initial 2% equity interest in K25.ai; NewGen’s right to invest up to 10% in K25.ai in the aggregate; the entry into, effect, and performance of the Exclusive Agency Agreement, including its role as the primary commercial foundation of the relationship and as a potential asset-light commercial channel; NewGen’s ability to generate equity value or commission-based revenue from the relationship; K25.ai’s ability to build, operate and scale an APAC-focused prediction and information-market platform in permitted jurisdictions; the third-party market-size projections and tailwinds referenced in this press release, including Bernstein’s projection that prediction market volumes could reach approximately US$1 trillion by 2030 and the estimates referenced from Bain & Company, GSMA Intelligence, Newzoo and Media Partners Asia; and statements that NewGen is “positioned” to pursue the opportunity and that K25.ai is “better positioned” to accelerate distribution and build institutional credibility.
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These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. The principal risks relating to the transactions and the matters described in this press release include: the risk that the closing conditions to the Share Purchase Agreement are not satisfied and that closing does not occur on the terms described or at all; the risk that the Exclusive Agency Agreement is not entered into or performed on the terms currently contemplated, including in respect of permitted territories, commission economics and exclusivity; the risk that NewGen does not exercise its right to acquire additional equity in K25.ai, in whole or in part, or that any additional acquisition is on terms different than currently contemplated; regulatory risk specific to prediction-market and information-market products, including the risk that K25.ai or NewGen is unable to obtain or maintain any required licensing, registration, regulatory approval or exemption in one or more APAC jurisdictions, and the risk that changes in law or regulator views narrow the markets in which K25.ai may operate; the risk that K25.ai’s platform does not achieve the levels of user, creator or commercial adoption necessary to generate meaningful equity or commission value to NewGen; the risk that the valuation of K25.ai implied by the consideration payable under the Share Purchase Agreement, which reflects a negotiated value between the parties and is not based on any independent valuation, fairness opinion or third-party analysis, is not realized and may decline in subsequent financing rounds; and the risk that the third-party market-size projections and forecasts referenced in this press release (including the Bernstein US$1 trillion projection and the estimates referenced from Bain & Company, GSMA Intelligence, Newzoo and Media Partners Asia) do not materialize, are revised, or do not translate into addressable opportunity for K25.ai or NewGen. Market-size estimates and third-party forecasts referenced in this press release are based on external reports and media coverage and are not guarantees of future performance or results. Additional risks and uncertainties relating to NewGen, including general business, market, regulatory, competitive, technology, cybersecurity and financing risks, are described in the Company’s Annual Report on Form 20-F and the Company’s other filings with the U.S. Securities and Exchange Commission.
All information provided in this press release is as of the date of this press release. NewGen undertakes no obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required by applicable law.
This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities of NewGenIVF Group or K25.ai, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. K25.ai is not offered to U.S. persons or to users located in Mainland China, Hong Kong, Macau or other restricted jurisdictions.
Contacts
NewGen Investor Relations Contact
ICR, LLC
Robin Yang
Phone: +1 (212) 537-3847
Email: NewgenivfIR@icrinc.com
K25.ai Media Contact
media@k25.ai
K25.ai Investor Relations Contact
ir@k25.ai
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Cited Sources
[1] CoinDesk, “Prediction Market Volumes to Hit $1 Trillion by 2030 with Robinhood, Coinbase as Key Players, Bernstein Says,” April 15, 2026. https://www.coindesk.com/markets/2026/04/15/prediction-market-volumes-to-hit-usd1-trillion-by-2030-with-robinhood-coinbase-as-key-players-bernstein-says
[2] Investing.com, “Prediction Markets Are a $1 Trillion Market by 2030, Bernstein Says,” April 19, 2026. https://www.investing.com/news/economy-news/prediction-markets-are-a-1-trillion-market-by-2030-bernstein-says-4622192
[3] CNBC repost on LinkedIn, “Prediction markets will grow to $1 trillion by 2030, Bernstein estimates,” April 2026. https://www.linkedin.com/posts/cnbc_prediction-markets-will-grow-to-1-trillion-activity-7449882957156114432-NsAw
[4] Bain & Company, “e-Conomy SEA 2025,” November 2025. https://www.bain.com/insights/e-conomy-sea-2025/
[5] GSMA Intelligence, “The Mobile Economy Asia Pacific 2025,” July 2025. https://www.gsmaintelligence.com/research/the-mobile-economy-asia-pacific-2025
[6] Newzoo, “Global Games Market to Hit $189 Billion in 2025 as Growth Stabilizes,” September 9, 2025. https://newzoo.com/resources/blog/global-games-market-to-hit-189-billion-in-2025
[7] Deadline, “Asia Pacific Video Revenue To Hit $196B In Four Years, MPA Predicts,” January 6, 2026. https://deadline.com/2026/01/asia-pacific-video-revenue-2025-2030-growth-mpa-report-1236665072/
[8] Yahoo Finance / The Hollywood Reporter, “Asia-Pacific Video Revenue to Reach $196 Billion by 2030,” January 5, 2026. https://finance.yahoo.com/news/asia-pacific-video-revenue-reach-063942889.html
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