Nextech3D.ai to Acquire Remaining ARway Shares, Finalizing Full Ownership by October 2026

Definitive Agreement Paves Way for Complete ARway Integration

On July 27, 2026, Nextech3D.ai and ARway Corporation jointly announced a definitive agreement, signed July 24, 2026, outlining Nextech’s acquisition of all outstanding ARway shares. Management describes this as a strategic consolidation rather than a traditional merger.

The deal will be executed via a three-cornered amalgamation, merging ARway with a wholly owned Nextech subsidiary. ARway shareholders will receive Nextech shares proportionate to their holdings based on the agreed exchange ratio. Upon closing, Nextech’s existing ARway shares will be cancelled immediately. No management changes are anticipated for either company.

ARway Shareholder Structure and Transaction Details

Nextech currently holds roughly 15 million ARway shares, representing about 40% ownership. Management and insiders own an additional 20%. This transaction will consolidate the remaining shares under Nextech’s control.

There are 38,641,161 ARway shares outstanding and 236,660,791 Nextech shares outstanding. Nextech will issue approximately 19,866,921 shares as consideration, based on a deemed value of $0.065 per ARway share and $0.12 per Nextech share. The exchange ratio is approximately 0.5141388221 Nextech shares for each ARway share. These valuations reflect the agreement’s terms and may not correspond to current market prices.

ARway’s Financial Results and Core Assets

For the fiscal year ended March 31, 2026, ARway reported revenues of approximately $1.58 million and gross profit of about $1.52 million, providing insight into the business’s scale and profitability.

ARway owns Map Dynamics, a leading event management platform supporting hundreds of events annually. The platform features interactive floor plans, exhibitor management, and event engagement tools. Management expects integrating ARway and Map Dynamics into Nextech will accelerate innovation, reduce duplicated overhead, and boost operational efficiency.

Expanded Technology Suite Post-Consolidation

The combined technology stack will include event registration and ticketing, interactive floor plans, exhibitor management, AI-powered attendee matchmaking, augmented reality and AI navigation, mobile engagement, payment processing, blockchain ticketing, and 3D modeling with spatial computing.

This comprehensive suite positions Nextech to deliver an integrated digital engagement and operational platform for event organizers and participants. Management views these complementary technologies as critical to the company’s growth, especially as the events industry increasingly adopts AI and immersive spatial technologies.

Strategic Benefits: Streamlining and Enhancing Efficiency

Evan Gappelberg, CEO of Nextech3D.ai, described the deal as "simplification, scale, and value creation." He emphasized that full ownership of ARway will unify complementary technologies, strengthen product offerings, and clarify the path to expanding recurring SaaS revenue.

The company aims to speed innovation through operational consolidation and generate long-term shareholder value by eliminating partial ownership complexities and centralizing decision-making. This strategy is designed to improve Nextech’s competitiveness in the growing global market for AI-powered event and digital engagement solutions.

Closing Timeline and Regulatory Approvals

The transaction is expected to close in October 2026, pending approval by ARway shareholders, the Canadian Securities Exchange, and satisfaction of customary closing conditions. Nextech will file a notice of meeting and management information circular with full transaction details on SEDAR+ in due course.

Following closing, ARway shares will be delisted from the Canadian Securities Exchange. The announcement includes a forward-looking statement cautioning that completion is not guaranteed and anticipated benefits may not materialize. Further details will be provided in official disclosure documents.

Nextech’s Strategic Focus on AI-Driven Event Technology

Nextech3D.ai positions itself as an AI-first technology company transforming engagement through artificial intelligence, spatial computing, augmented reality, and immersive digital experiences. Its portfolio includes enterprise software, AI solutions, and event technology platforms aimed at enhancing experiences for customers, employees, and event attendees.

The ARway acquisition supports this strategy by expanding Nextech’s presence in event technology and deepening AI-driven attendee and exhibitor engagement capabilities. Management believes the acquisition will reinforce Nextech’s leadership in AI-first event technology, spatial computing, augmented reality, and digital engagement.

Investor Guidance and Disclosure Requirements

Investors should recognize this definitive agreement as a significant corporate event affecting both Nextech and ARway shareholders. The announcement advises against relying on unofficial information and stresses reviewing official disclosure documents once filed.

Comprehensive details including transaction terms, strategic rationale, financial impacts, and risks will be available in the notice of meeting and management information circular on SEDAR+. The Canadian Securities Exchange has not reviewed or endorsed the accuracy or adequacy of this news release.

Forward-Looking Statements and Risks

The announcement contains forward-looking statements regarding expected transaction completion in October 2026 and anticipated strategic benefits. These are based on current assumptions and are subject to risks and uncertainties that may cause actual outcomes to differ materially.

The company cautions there is no assurance the transaction will complete as planned or that benefits will be realized. Nextech and ARway do not undertake obligations to update forward-looking information except as required by law. Readers are advised not to place undue reliance on such statements.