GMEX Robotics Corp 6-K, filed Oct 15, 2026
GMEX Robotics Corp (GMEX)
About this 6-K
GMEX Robotics Corp filed this 6-K on October 15, 2026.
GMEX Robotics Corporation completed its acquisition of a 30% equity interest in Alpha Meta AI Pte. Ltd. on October 14, 2026 for US$2,520,000, payable 15% cash and 85% Class C preferred shares subject to a 24-month lockup. AI summary
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 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of October 2026
Commission File Number 001-41774
GMEX Robotics Corporation
(Translation of registrant’s name into English)
23-25 Mangrove Lane
Taren Point, NSW 2229
Australia
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Amendment and Consummation of Share Purchase Agreement
As previously reported, on July 28, 2026, GMEX Robotics Corporation, a British Virgin Islands company (the “Company”), entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with Alpha Meta AI Pte. Ltd., a Singapore company (“Issuer”), and MetaGen AI Limited, a British Virgin Islands company and principal shareholder of Issuer (“MetaGen”). Issuer conducts its MediaMeta business through mediameta.ai and related business units (“MediaMeta”). MediaMeta’s current business is focused on digital content, AI applications and generative engine optimization (GEO). Its social intelligence capabilities for robotics applications are in development. Pursuant to the Share Purchase Agreement, and subject to the satisfaction or waiver of the conditions set forth therein, Issuer agreed to issue to the Company equity interests representing 30% of Issuer’s issued and outstanding equity interests on a fully diluted, after-issued basis (the “Initial Acquisition”).
On October 14, 2026, the parties entered into a first amendment to the Share Purchase Agreement (the “First Amendment”) and simultaneously consummated the Initial Acquisition.
The initial purchase price equaled 30% of Issuer’s adjusted equity valuation. The Share Purchase Agreement established a reference equity valuation of US$8.4 million, which resulted in an initial purchase price of US$2.52 million.
The initial purchase price was originally payable 60% in cash and 40% in Class A ordinary shares of the Company (“Company Common Shares”). However, pursuant to the First Amendment, the consideration was revised to be 15% in cash and 85% in newly issued Class C preferred shares of the Company (“Class C Preferred Shares”). Each Class C Preferred Share is convertible at the option of the holder into a number of Company Common Shares equal to the stated value of the Class C Preferred Shares divided by the conversion price then in effect. The initial conversion price is equal to the Closing VWAP (as defined in the Share Purchase Agreement).
The Class C Preferred Shares and any Company Common Shares issued upon conversion thereof issued in the transaction are subject to a 24-month lockup. The Class C Preferred Shares are being issued under a Section 4(a)(2) exemption from registration and any Company Common Shares issued up upon conversion thereof shall be made under Section 3(a)(9) of the Securities Act of 1933, as amended.
The foregoing description of the Share Purchase Agreement and the First Amendment and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the text of such Share Purchase Agreement and First Amendment, copies of which are filed as Exhibit 2.1 and 2.2 to the Report on Form 6- filed by the Company on July 28, 2026, which are incorporated herein by reference. The representations, warranties and covenants contained in such agreements were made solely for purposes of that agreement, as of specified dates and for the benefit of the parties thereto, and may be subject to qualifications and limitations agreed upon by the parties.
Press Release
On October 14, 2026, the Company issued a press release announcing the consummation of the Initial Acquisition. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K.
INCORPORATION BY REFERENCE
The information contained in this Report on Form 6-K, including the exhibits hereto but excluding Exhibit 99.1, shall be deemed to be incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-284232) and shall be deemed a part thereof from the date on which this Report on Form 6-K is furnished, to the extent not superseded by subsequently filed or furnished documents or reports.
EXHIBIT INDEX
* Certain schedules and exhibits to the Share Purchase Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule or exhibit upon request.
SIGNATURES
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: October 15, 2026 | GMEX ROBOTICS CORPORATION | |
| By: | /s/ Yinying Lu | |
| Yinying Lu | ||
Chief Executive Officer and Director (Principal Executive Officer) | ||
Exhibit 2.2
FIRST AMENDMENT TO
SHARE PURCHASE AGREEMENT
This FIRST AMENDMENT, dated as of October 14, 2026 TO SHARE PURCHASE AGREEMENT (this “Amendment”), dated as of July 28, 2026, is entered into by and among GMEX Robotics Corporation, a British Virgin Islands company (“Buyer” or the “Company”), Alpha Meta AI Pte Ltd, a Singapore company (“Issuer”), MetaGen Ai Limited, a British Virgin Islands company and principal shareholder of the Issuer (“MetaGen”) and, solely for Section 4 below, each of the shareholders of Issuer set forth on the signature page hereto (“Selling Holders”). Issuer and MetaGen are sometimes referred to herein collectively as the “Seller Parties” and individually as a “Seller Party.” Buyer, Issuer, and MetaGen are sometimes referred to herein collectively as the “Parties” and individually as a “Party.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement (defined below).
RECITALS
WHEREAS, the Parties entered into that certain Share Purchase Agreement, dated as of July 28, 2026 (the “Agreement”);
WHEREAS, Section 11.8 of the Agreement provides that the Agreement may be amended by a written instrument signed by Buyer, Issuer and MetaGen;
WHEREAS, the parties desire to amend the form of the consideration payable under the Agreement, without any change to the Equity Valuation or the Initial Purchase Price, as set forth herein; and
WHEREAS, the Parties and the Selling Holders wish to amend the terms of the Lock-Up Agreement to reflect the terms of this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Valuation Unchanged. The Equity Valuation remains US$8,400,000 and the Initial Purchase Price remains US$2,520,000, in each case subject to adjustment only as provided in Section 2.4B of the Agreement and the Confidential Performance Schedule. Nothing in this Amendment adjusts the Equity Valuation or the Initial Purchase Price.
2. Consideration Mix. Notwithstanding Section 2.3 of the Agreement or Schedule II, the Initial Purchase Price shall be payable (a) fifteen percent (15%) in cash and (b) eighty-five percent (85%) in Share Consideration (i.e., US$378,000 in cash and US$2,142,000 in Share Consideration, assuming no adjustment as provided for in the Agreement), allocated among the Selling Holders pro rata in accordance with Schedule II, which is deemed amended accordingly.
3. Share Consideration; Class C Preferred Shares. Section 2.4 of the Agreement is hereby deleted and replaced in its entirety with the following:
2.4 Share Consideration. The Share Consideration shall consist of Class C preferred shares, US$0.000001 par value each, of Buyer (the “Class C Preferred Shares”), issued on the following terms:
(a) Stated Value. Each Class C Preferred Share shall have a stated value of US$1,000 (the “Stated Value”).
(b) Number of Shares. At the Closing, Buyer shall issue to the Selling Holders a number of Class C Preferred Shares equal to (i) the portion of the Initial Purchase Price payable in Share Consideration, divided by (ii) the Stated Value, rounded down to the nearest whole share (i.e., 2,142 Class C Preferred Shares in the aggregate, assuming no adjustment).
(c) No Listing; No Transfer Prior to Conversion. The Class C Preferred Shares shall not be listed on Nasdaq or any other securities exchange and shall not be transferable or tradable prior to their conversion into Buyer Common Shares.
(d) Conversion. Each Class C Preferred Share shall be convertible into a number of Buyer Common Shares equal to the Stated Value divided by the conversion price in effect at the time of conversion (the “Conversion Price”). The initial Conversion Price shall equal the Closing VWAP.
(e) Conversion Price Reset. Upon any share split, reverse share split, merger or change of control of Buyer, the Conversion Price shall be reset to thirty percent (30%) of the volume weighted average trading price of the Buyer Common Shares on Nasdaq during the five (5) Trading Day period ending on and including the Trading Day immediately preceding the date of conversion of the applicable Class C Preferred Shares.
(f) Authorization. Prior to the Closing, Buyer shall take all corporate action necessary under its organizational documents and applicable Law to create and authorize the Class C Preferred Shares on terms consistent with this Amendment.
(g) Conforming References. All references in the Agreement and the Ancillary Agreements to the Share Consideration (including the escrow provisions and the Stock Escrow Amount) shall be deemed to include the Class C Preferred Shares and the Buyer Common Shares issuable upon conversion thereof, mutatis mutandis.
4. Lock-Up. Notwithstanding Section 6.9 of the Agreement, the lock-up period under each Lock-Up Agreement shall be twenty-four (24) months following the Closing Date (in lieu of six (6) months), with no leak-out during such period, and shall apply to the Class C Preferred Shares and any Buyer Common Shares issued upon conversion thereof. The form of Lock-Up Agreement attached to the Agreement is deemed amended accordingly. Each Selling Holder’s agreement to such lock-up is made in consideration of, and is conditioned upon, the amendments set forth in Sections 2 and 3 of this Amendment.
5. Effect of Amendment. Except as expressly amended hereby, the Agreement remains unmodified and in full force and effect. From and after the date hereof, each reference in the Agreement to “this Agreement,” “hereof,” “herein” or words of like import shall mean the Agreement as amended by this Amendment. This Amendment constitutes a written instrument satisfying Section 11.8 of the Agreement.
6. Miscellaneous. Article XI of the Agreement (including the governing law, jurisdiction, waiver of jury trial and notices provisions) shall apply to this Amendment, mutatis mutandis. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument, and signatures delivered by electronic transmission shall be deemed original signatures.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
| BUYER: | ||
| GMEX ROBOTICS CORPORATION | ||
| By: | ||
| Name: | ||
| Title: | ||
| ISSUER: | ||
| Alpha Meta AI Pte Ltd | ||
| By: | ||
| Name: | ||
| Title: | ||
| META GEN: | ||
| MetaGen Ai Limited | ||
| By: | ||
| Name: | ||
| Title: | ||
| SELLING HOLDERS: | ||
| [Name of Selling Holder] | ||
| By: | ||
| Name: | ||
| Title: | ||
[Signature blocks to be repeated for each Selling Holder listed on Schedule I]
Exhibit 99.1
GMEX Robotics Completes Initial Strategic Investment in MediaMeta.Ai to Advance Socially Intelligent Robotics
Acquisition of 30% equity interest and exclusive technology access strengthens GMEX’s Terminal + Brain (Intelligence) platform; consideration mix shift to more equity with 24-month lockup aligns long-term interests
SYDNEY, Australia, October 14, 2026 — GMEX Robotics Corporation (NASDAQ: GMEX) (“GMEX Robotics” or the “Company”), a developer of AI-powered robotic technologies for logistics, hospitality, healthcare and commercial services, today announced the closing of its acquisition of an initial 30% fully diluted equity interest in Alpha Meta AI Pte. Ltd., which operates through MediaMeta.Ai and related business units (“MediaMeta”). The Company also has the option to increase its investment and become the controlling shareholder.
Transaction Highlights
| ● | Strategic ownership position: GMEX acquired an initial 30% fully diluted equity interest with an option to increase its investment and become the controlling shareholder | |
| ● | Revised consideration mix: Valuation remains unchanged, with consideration comprising 15% cash and 85% GMEX common shares | |
| ● | Long-term alignment: Shares issued as consideration are subject to a 24-month lockup, reinforcing MediaMeta founding team’s alignment with GMEX shareholders | |
| ● | Exclusive access: Upon closing, MediaMeta provides GMEX with exclusive access to the technologies and platform that MediaMeta is operating and developing | |
| ● | Immediate collaboration: The companies expect to commence collaboration immediately, identifying integration priorities for GMEX’s Terminal + Brain (Intelligence) architecture | |
| ● | Commercial applications: The combined capabilities are expected to support GMEX’s strategy across Consumer, Transportation & Logistics, Industrial Automation and Resources Exploration |
The transaction is aligned with GMEX’s strategy of bridging social intelligence and robotic hardware. Bringing MediaMeta’s capabilities into GMEX is expected to accelerate the development of the social intelligence layer within the Company’s Terminal + Brain (Intelligence) platform.
By combining MediaMeta’s social intelligence models, which are designed to help AI systems interpret human relationships, behavioral patterns and social context, with GMEX’s physical robotics, connectivity and automation capabilities, the Company intends to develop systems capable of adapting their behavior to the surrounding human and operational environment.
“MediaMeta’s social intelligence technology is an important component of our vision for machines that better understand the people around them. We expect to begin collaboration immediately, translating these capabilities into practical applications across our Terminal + Brain (Intelligence) platform and advancing them toward commercial deployment,” said Sam Lu, GMEX Robotics Chief Executive Officer. “Importantly, MediaMeta’s founding team’s willingness to accept a greater proportion of the consideration in GMEX shares, together with a 24-month lockup, reflects its confidence in our company and long-term value alignment with our shareholders and our shared and committed objectives.”
MediaMeta’s current business is focused on digital content, AI applications and generative engine optimization (GEO). Its social intelligence capabilities for robotics applications are in development. The transaction advances GMEX’s Terminal + Brain (Intelligence) strategy, which unites physical robotics with an AI layer supporting context-aware decision-making. The companies intend to begin collaboration immediately, with initial work focused on identifying specific use cases and development priorities across GMEX’s four target markets: Consumer, Transportation & Logistics, Industrial Automation, and Resources Exploration.
The definitive share purchase agreement was entered into as of July 28, 2026, and the closing was subject to the fulfillment of certain conditions. Pursuant to an amendment to the definitive agreement, dated October 14, 2026, the transaction now closes with a valuation that remains unchanged, but with the consideration mix revised to 15% cash and 85% GMEX common shares. The shares are subject to a 24-month lockup. The revised consideration mix reflects the confidence of the MediaMeta and GMEX teams in working together over the long term to achieve their shared objectives and corporate strategy, while also preserving the Company’s cash.
Upon closing, MediaMeta provides GMEX with exclusive access to the technologies and platform that MediaMeta is operating and developing.
GMEX is also pursuing its broader expansion strategy by seeking suitable acquisition targets in the United States. The Company is focused on businesses with complementary technologies and commercial capabilities that can create operating synergies and support accretive growth. The Company has no binding agreements or understandings with respect to any such transactions and there can be no assurance that it will complete any such acquisitions.
About GMEX Robotics
GMEX Robotics is a technology company focused on the development and commercialization of AI-powered robotics and intelligent automation solutions. The Company is advancing robotics applications across consumer, hospitality, and commercial environments, combining artificial intelligence with hardware innovation to deliver efficient and scalable automation technologies.
About MediaMeta
Alpha Meta AI Pte. Ltd., operating as MediaMeta.Ai, is a Singapore-based artificial intelligence company focused on digital content, AI applications and generative engine optimization (GEO). The company is developing social intelligence capabilities designed to help AI systems interpret human behavior and social context, with robotics as a priority new application area.
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. These forward-looking statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this press release are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties, including market and other conditions, and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “could,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “propose,” “potential,” “continue” or similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s annual report on Form 20-F and other filings with the Securities and Exchange Commission.
Media Contact
CORE IR & PR
press@GMEXRobotics.com
(212) 655-0924
www.GMEXRobotics.com
Investor Contact:
CoreIR
IR@GMEXRobotics.com