OneRobotics (Stock Code: 06600) has entered into a definitive investment agreement to acquire up to 100% of Cayman-incorporated Nanoleaf Limited through a four-stage transaction structure valued at up to US$40.54 million.

Transaction structure and consideration • First Closing: purchase of 9.02 million Nanoleaf shares (59.9% pre-deal stake) from eight existing shareholders for US$13.53 million, payable immediately after conditions precedent are met. • Second Closing: subscription for 5.33 million new shares for US$8.00 million, giving OneRobotics 26.2% of Nanoleaf’s enlarged share capital. • Third Closing: purchase of 6.00 million shares from Nanoleaf co-founders Gimmy Shen Chu and Christian Yan for US$9.00 million, scheduled 12 months after the first closing. • Fourth Closing: acquisition of 5.01 million ESOP shares from employee holders for up to US$10.01 million, 24 months after the first closing. Of this, US$0.50 per share (less any exercise price already paid) will be remitted to Nanoleaf to settle outstanding subscription amounts.

If all stages close, OneRobotics will own 100% of Nanoleaf, excluding up to 2.7% that could arise from warrant exercises by an independent holder.

Strategic rationale According to the board, Nanoleaf’s mature retail partnerships with Apple, Google, Samsung, Costco, Best Buy and Home Depot provide immediate North American and European channel access that complements OneRobotics’ existing Japanese and European footprint. The group plans to leverage Nanoleaf’s local operating teams to accelerate sales of its household service, sports and companion robotics lines, while using Nanoleaf’s overseas presence to establish an AI R&D centre and recruit international talent.

Valuation metrics The cash consideration implies an aggregate 2025 price-to-sales multiple of roughly 1.3×, after applying a 28% privately-held discount to the 1.8× average 2025 P/S multiples of four listed AI-enabled consumer-technology peers (Arlo Technologies, Alarm.com, Cricut and Sonos).

Nanoleaf financial snapshot (IFRS) • FY 2024 revenue: US$29.70 million; net loss: US$6.37 million • FY 2025 revenue: US$30.89 million; net loss: US$1.66 million • Total assets at end-2025: US$16.87 million; net assets: US$3.54 million

Closing conditions and timeline Each stage is subject to customary conditions, including regulatory approvals, accuracy of warranties and continued employment of core founders (for the third closing) and key ESOP participants (for the fourth closing). The long-stop date for satisfying first and second closing conditions is 12 months from signing (15 May 2027).

Listing Rules classification The deal’s size triggers a “discloseable transaction” under Chapter 14 of Hong Kong’s Listing Rules, with percentage ratios exceeding 5% but below 25%; therefore, no shareholder vote is required.

Risk disclosure Completion of subsequent closings is contingent on meeting or waiving prescribed conditions; the acquisition may not proceed in full. Shareholders and potential investors are advised to exercise caution when dealing in OneRobotics shares.