Rays of Belief Limited Virginia entry used IPO-linked seller deal

Rays of Belief Limited entered Virginia allergy and immunology care through transactions closed on June 23, 2025, combining a USD 1,000 asset payment and assumed seller liabilities with a USD 15 lakh seller consideration package. The Stock Purchase Agreement also requires liquidity for seller-held equity stated at USD 12 lakh if the proposed initial public offering, or IPO, does not occur within 36 months.

How did Rays of Belief enter Virginia allergy care?

Rays of Belief entered Virginia through two newly incorporated United States subsidiaries and linked asset and stock transactions dated April 18, 2025. Mom's Belief US Inc. was incorporated in Delaware on April 4, 2025, and Allergy & Immunology Virginia, LLC was incorporated in Virginia on April 9, 2025. The Asset Purchase Agreement named Allergy & Immunology Virginia as buyer, Allergy and Immunology, PLC as seller, and Saju Sebastian Eapen as the owner holding 100% of the seller's outstanding equity interests.

The Asset Purchase Agreement transferred all of the seller's assets to Allergy & Immunology Virginia, with the buyer assuming seller liabilities and paying USD 1,000 by wire transfer. The disclosed assets included equipment, inventory, vehicles, supplies, customer contracts, accounts receivable, licences, intellectual property, business records, goodwill, prepaid expenses, software and proprietary information, subject to specified exclusions. The transaction was therefore an asset transfer to the Virginia entity rather than a disclosed cash acquisition of Allergy and Immunology, PLC's equity.

The June 23, 2025 ancillary agreements transferred assets, assumed contracts and leases for three Virginia centres to Allergy & Immunology Virginia. An Interim Management Agreement provides for interim operation of the centres while third-party payor contracts transition to the buyer. Third-party payors are entities that pay healthcare claims, and the agreement will terminate when those contracts are transferred.

What did the USD 1,000 asset purchase include?

The USD 1,000 payment was only one element of the April 18, 2025 asset transaction because Allergy & Immunology Virginia also assumed the seller's liabilities. This mechanism means the disclosed cash amount does not by itself measure the obligations acquired with the operating assets. Rays of Belief did not disclose the amount of liabilities assumed, so the source does not permit calculation of the transaction's total economic value.

The asset transfer included tangible and intangible property used in the seller's operations, including customer agreements and accounts receivable. On June 23, 2025, the ancillary agreements also assigned leases for three centres and contracts assumed by the buyer. The transition of payor contracts remains material to the operating handover because the Interim Management Agreement continues until that transition is completed.

Rays of Belief stated that the acquisition includes physical infrastructure, medical equipment, treatment protocols, patient records and licences. It also stated that all clinicians and support personnel moved under their existing terms, with no immediate changes to service delivery or pricing. Those statements describe continuity measures for the Virginia practice, while the transition of third-party payor contracts remains an identified condition for ending the interim arrangement.

How was the USD 15 lakh seller package structured?

Rays of Belief agreed to USD 15 lakh of aggregate consideration for Mom's Belief US under the April 18, 2025 Stock Purchase Agreement. Under that agreement, Rays of Belief acquired all issued and outstanding common stock of Mom's US from Saju Sebastian Eapen. The agreement incorporated representations, warranties and indemnification obligations from the related Asset Purchase Agreement.

The USD 15 lakh package included USD 3 lakh in cash, Rays of Belief equity shares valued at USD 3 lakh, USD 1.65 lakh in retention incentives and USD 7.35 lakh in performance-based incentives. Retention incentives are awards intended to encourage continued service, while performance-based incentives depend on applicable performance conditions. Both incentive categories were subject to the Rays of Belief Limited-Stock Option Scheme 2025.

The incentive portion totalled USD 9 lakh, or 60% of the USD 15 lakh package, while cash accounted for 20%. A Rollover Agreement dated June 23, 2025 recorded that the seller contributed 200,000 Mom's US shares, representing 20% of its common stock, to Rays of Belief in exchange for Rays of Belief equity shares valued at USD 3 lakh. Real Growth Securities Private Limited, a Category-I merchant banker, issued a valuation report on June 14, 2025 for the valuation of Rays of Belief equity shares used in the transaction.

What IPO obligation did Rays of Belief accept?

Rays of Belief accepted a conditional liquidity obligation if its proposed IPO does not occur within 36 months of the June 23, 2025 closing. The Stock Purchase Agreement requires Rays of Belief to provide liquidity for 100% of Equity Shares held by the seller, stated at USD 12 lakh, if that condition is not met. The obligation is conditional because it is triggered by the non-occurrence of the IPO within the specified period.

The agreement permits liquidity through a redemption, secondary sale, private placement or another form determined by the buyer and consented to by the seller. A redemption would involve the company buying shares, while a secondary sale or private placement could involve another purchaser. The disclosure specifies the USD 12 lakh amount, the 36-month condition and the permitted mechanisms, but it does not identify which mechanism would be used if the IPO does not occur.

The Stock Purchase Agreement was supplemented by an addendum dated July 10, 2025. The prospectus does not disclose a date for completing the IPO, a selected liquidity method, or a value for the liabilities assumed by Allergy & Immunology Virginia. Those undisclosed matters limit the ability to measure the full future cash or equity effect of the June 2025 transaction structure.

What business changed after the June 2025 closing?

The June 23, 2025 closing made Mom's US a wholly owned direct subsidiary of Rays of Belief and Allergy & Immunology Virginia a step-down subsidiary. Mom's US had 1,000,000 ordinary shares, all held by Rays of Belief as of the prospectus date. Allergy & Immunology Virginia was 100.00% owned by Mom's US, creating a two-level ownership structure for the Virginia healthcare practice.

The acquisition extended Rays of Belief beyond pediatric and neurodevelopmental care into allergy and immunology. Allergy and immunology is the medical discipline concerned with diagnosis, treatment and ongoing management of immune-system disorders and allergic conditions. Allergy & Immunology Virginia is authorised under Virginia law to conduct lawful limited liability company activities and currently operates a healthcare practice in Virginia.

Rays of Belief described the acquisition as supporting geographic diversification and its entry into the United States healthcare market, specifically Virginia. It also stated that the transaction is expected to support future patient-volume growth and U.S. market presence. Those outcomes are forward-looking statements, whereas the ownership changes, transfer of three centre leases and transition of staff occurred under the disclosed June 23, 2025 transaction documents.

Conclusion

Rays of Belief's Virginia entry combined an asset transfer, unquantified assumed liabilities and a separate acquisition of Mom's US. The USD 1,000 payment did not represent the full disclosed structure because the asset buyer assumed liabilities, while the USD 15 lakh seller package included cash, Rays of Belief equity shares, retention incentives and performance-based incentives.

The next disclosed matters to watch are the transition of third-party payor contracts, which will end the Interim Management Agreement for the three Virginia centres, and the 36-month IPO condition attached to seller-held equity stated at USD 12 lakh. The prospectus does not disclose the assumed-liability amount, the payor-transition timetable or the liquidity mechanism that would be selected if the IPO does not occur.