NOIZ GROUP (08163) plans to issue 90 million shares of consideration shares to acquire all the applications and intellectual property of LOOP Space.

NOIZ Group (08163) announced that on April 28, 2025, the company's indirectly wholly-owned subsidiary, Soundcape Brand Limited, plans to acquire all applications and intellectual property of LOOP Space from Ocean Evergreen Limited for a consideration of HK$9 million. The company will issue and distribute a total of 90 million consideration shares to the seller at a price of approximately HK$0.10 per share upon completion of the acquisition. On the same day, the company further entered into a subscription agreement with Ocean Evergreen Limited to issue 30.86 million subscription shares at a price of HK$0.10 per share, with a total consideration of HK$3.086 million. The net proceeds from the subscription will be used as operational funds for LOOP Space. LOOP Space, supported by Deepseek, is an advanced artificial intelligence-driven technology platform that provides optimized and innovative user experiences using cutting-edge solutions. It was launched in the market in 2024 and is currently in the pre-commercialization stage. Although LOOP Space can be downloaded in major app stores, it is still in the trial phase and has not yet generated revenue. This phase allows for continuous testing and improvement of the platform's functionality to ensure optimal performance and user experience before full commercial launch. The acquisition of LOOP Space is seen as a strategic move that aligns closely with the group's commitment to digital innovation and transformation. LOOP Space combines the blockchain industry community, digital gifting, audiovisual 3D social engagement, and AI-based systems, introducing new concepts and providing the next generation of social experience through features similar to X applications, Discord groups, and TikTok. The group is confident in the long-term development potential of the innovative social platform industry, especially in the integration of AI, social interaction, and Web 3.0 technologies. With LOOP Space already showing user attraction and preparing to host events with industry leaders, the platform is poised for growth. The group expects that once the trial period ends smoothly and a sufficient active and loyal user base is accumulated, the platform will start generating income through various channels. These channels include advertising fees paid by project owners for promotional exposure, platform commissions from digital gifting transactions, and revenue from developer ecosystem activities such as hosting brand events, tool integrations, and community-driven activities. With the support of innovative features and user growth on the platform, these diversified revenue sources are expected to make a significant contribution to LOOP Space's long-term commercial potential. The acquisition also complements the group's existing financial services framework and provides a forward-looking foundation for exploring new opportunities in the digital economy. The group believes that the acquisition will strengthen its digital business, broaden its sources of revenue, and provide an excellent opportunity for shareholders to maximize returns.