Bio Green Med Solution, Inc. (BGMS) announced it has entered into a definitive Business Combination Agreement on June 4, 2026, to acquire Future NRG Sdn. Bhd. (FNRG), a private Malaysian company. The transaction will be structured as a share exchange, resulting in FNRG becoming a wholly-owned subsidiary of BGMS.
Key Details
- Transaction Structure: All ordinary shares of FNRG will be voluntarily exchanged by its shareholders for shares of BGMS common stock. The deal is intended to be a tax-free reorganization.
- Post-Closing Ownership: Upon completion, former shareholders of FNRG will own approximately more than 99% of the combined company, with pre-exchange BGMS stockholders owning less than 1%.
- Conditions & Timeline: The agreement is subject to customary closing conditions, including approvals from both BGMS and FNRG shareholders and Nasdaq listing approval. The parties may terminate the agreement if the transaction does not close by December 31, 2026.
- Lock-Up Agreement: Certain selling shareholders of FNRG will enter into a 180-day lock-up agreement for their newly acquired BGMS shares following the closing of the exchange.