SCHEDULE: Regan McGee Group Amasses 44.9% Stake in MBody AI Post-Merger

Regan McMillan McGee and associated entities now beneficially own 44.9% of MBody AI Ltd. following a merger, with plans to continuously review investment strategy.

Summary

• Regan McMillan McGee, along with thirteen controlled entities, has reported beneficial ownership of 6,860,097 Ordinary Shares of MBody AI Ltd., representing 44.9% of the outstanding shares.
• This significant stake was primarily acquired through the conversion of MBody AI Corp. shares into MBody AI Ltd. Ordinary Shares following a merger that closed on August 26, 2026.
• Regan McMillan McGee also holds a position as Chairman of the Board of Directors for MBody AI Ltd.
• The Reporting Person intends to continuously review their investment and may acquire, retain, or sell shares based on various factors.
• A lock-up agreement restricts the disposal of shares for 180 days following the final prospectus of a related public offering.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as moderately positive, reflecting a significant ownership stake and strategic role following a merger, with potential for future investment.

Positives

• Regan McMillan McGee and associated entities now hold a substantial 44.9% beneficial ownership in MBody AI Ltd., indicating significant control and alignment.
• The Reporting Person's role as Chairman of the Board suggests active involvement and potential influence over the company's strategic direction.
• The merger with MBody AI Corp. has been successfully completed, consolidating ownership and operations.
• The Reporting Person's stated intention to continuously review their investment and potentially acquire more shares signals confidence in the company's future.

Negatives

• The lock-up agreement restricts the ability to sell shares for 180 days, limiting immediate liquidity for a portion of the holdings.
• The filing indicates a potential for future share sales, which could create downward pressure on the stock price if executed significantly.

Risks

• Future share sales by the Reporting Person could impact the stock price.
• The Reporting Person's ongoing review of investment strategy means their stake could change, introducing uncertainty.
• Dependence on the Reporting Person's strategic decisions due to their significant ownership and board position.

Future Outlook

The Reporting Person intends to continuously review their investment in MBody AI Ltd. and may, from time to time, acquire additional Ordinary Shares, or retain or sell all or a portion of the Ordinary Shares then held. Any actions will depend on factors including the Issuer's business, financial condition, operations, prospects, strategic alternatives, security price levels, market conditions, and other factors.

Management Comments

• The Reporting Person serves as Chairman of the Board of Directors of the Issuer.
• The Reporting Person intends to review his investment in the Issuer on a continuing basis and may from time to time acquire additional Ordinary Shares, or retain or sell all or a portion of the Ordinary Shares then held, in the open market, block trades or privately negotiated transactions.
• Any actions the Reporting Person might undertake with respect to his investment in the Issuer may be made at any time and from time to time and will be dependent upon the Reporting Person's review of numerous factors, including, but not limited to: ongoing evaluation of the Issuer's business, financial condition, operations, prospects and strategic alternatives; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; tax considerations; liquidity of the Issuer's securities; and other factors and future developments.

Industry Context

StockSavvy.ai notes that this filing reflects a significant post-merger ownership consolidation within the technology sector, specifically concerning companies undergoing business combinations and restructuring. The substantial stake held by Regan McMillan McGee and associated entities suggests a strong conviction in the combined entity's future prospects.

Stakeholder Impact

• Shareholders: The significant ownership by Regan McMillan McGee and associated entities may influence corporate strategy and decision-making. Potential future share sales could impact stock price volatility.
• Management: Regan McMillan McGee's role as Chairman of the Board indicates a strong management presence and potential for strategic direction.
• Creditors/Suppliers: The stability and strategic direction influenced by a major shareholder could impact the company's long-term financial health and operational continuity.

Next Steps

• Regan McMillan McGee will continue to review their investment in MBody AI Ltd.
• Potential acquisition of additional Ordinary Shares.
• Potential retention or sale of existing Ordinary Shares.
• The lock-up agreement restricts share disposal for 180 days post-prospectus.

Key Dates

Recommendation

The filing indicates a significant ownership stake and active management role by Regan McMillan McGee, suggesting confidence in the company's direction post-merger. However, the lock-up period and the potential for future share sales introduce some uncertainty, warranting a 'hold' recommendation until further strategic clarity emerges.

Keywords

MBody AI Ltd., Regan McMillan McGee, Schedule 13D, Merger, Ordinary Shares, Beneficial Ownership, Chairman of the Board, Lock-up Agreement