BUUU Group to Buy 60% of Brightray in AI Data Center Push

BUUU Group Limited said on September 3, 2026 that it has entered into a definitive agreement to acquire a 60% equity interest in Brightray Science Inc., a provider of fully integrated, prefabricated modular data center solutions, in a deal that would make industrialized AI data center delivery the company’s core growth business. Brightray will become a consolidated subsidiary of BUUU upon completion of the transaction, which remains subject to customary closing conditions and regulatory approvals.

The acquisition was disclosed in a Form 6-K filed with the U.S. Securities and Exchange Commission on September 3, 2026, accompanied by a company press release furnished as an exhibit.

Transaction Terms

Under the agreement, the purchase consideration will consist of newly issued BUUU Class A Ordinary Shares valued at a fixed price of US$20.00 per share, together with a promissory note convertible into up to 10 million BUUU shares. According to the company’s exhibit, the note is subject to adjustment based on Brightray’s financial performance as measured by its audited annual net income following the closing, and carries a beneficial ownership limitation of 19.99% of BUUU’s total outstanding shares.

Upon completion, the sellers will retain a 40% ownership interest in Brightray, while BUUU will hold a call option to acquire the remaining interest during the three-year period following closing. The current management and board of BUUU are expected to remain in place, and Brightray founder Bin Wang will join BUUU as Executive Director and Co-Chief Executive Officer.

Brightray was founded by Wang and was previously supported by Tencent-affiliated investors, the company said. In conjunction with the acquisition, BUUU said it intends to relocate its corporate headquarters to Singapore.

A Shift From Events to AI Infrastructure

BUUU Group is currently a MICE solutions provider spanning event management and stage production, serving public institutions, agencies, real estate corporations and established brands. Its Class A shares trade on the Nasdaq Capital Market. The acquisition would pivot the company toward prefabricated data center delivery.

Brightray describes itself as an AI infrastructure industrialization company that accelerates data center deployment through prefabricated, modular and standardized solutions — spanning design, manufacturing, delivery and lifecycle support — and is expanding across Southeast Asia, the United States, the Middle East and Europe.

According to the company, Brightray builds, integrates and tests over 90% of a facility in its factory, compressing delivery from a conventional 18 to 36 months down to six to nine months. The company said Brightray offers three delivery models on one prefabricated platform: FPD (full prefabrication, delivering 15 to 50MW blocks in six to nine months), IPD (interior prefabrication, in roughly 7 to 14 months) and CPD (containerized). These span 13.5kW air-cooled to 132 to 144kW liquid-cooled racks, backed by an ISO-certified 126,000-square-meter manufacturing base with 300MW of annual capacity, the company said.

Brightray’s flagship delivery is the 120MW Sedenak Tech Park campus in Johor, Malaysia, which the company said runs 70MW for internet and cloud customers, with the first 20MW built in eight months and 50MW more scheduled.

Pipeline and Private Placements

The company said its management targets roughly 1GW of deliveries over the next three fiscal years, and that the pipeline is expected to reach approximately 2GW (about US$9 billion in potential contract value) across Malaysia, Indonesia, Saudi Arabia, the UAE and the United States, subject to final agreements. The company noted that no financial guidance is given, and that the pipeline comprises signed projects, projects under final review and letters of intent rather than all final contracts.

Concurrently with the acquisition, BUUU entered into private placement subscription agreements with certain investors. Under those agreements, the company agreed to issue and sell units, each consisting of one Class A ordinary share and one-half of a warrant to purchase one Class A share, at a purchase price of US$10.00 per unit. Each warrant is exercisable from the date of issuance through September 2, 2027 at an exercise price of US$10.00 per share, for cash only.

Together with the potential cash exercise of the warrants, the private placement is expected to generate aggregate gross proceeds of more than US$60 million. BUUU said it intends to use the proceeds to support capacity expansion and working capital requirements in connection with the expansion of Brightray’s business following the acquisition. The securities are unregistered and are being offered in offshore transactions to non-U.S. persons in reliance on Regulation S under the Securities Act.