The technology M&A market in Thailand has remained one of the most active sectors in South-East Asia throughout 2025, supported by the country’s digital economy roadmap and strong government incentives. Transaction values in the broader M&A space reached about USD4.2 billion in the first three quarters, with technology-related deals – including fintech, data centres, e-commerce platforms, health-tech and enterprise software – consistently accounting for 35%–45% of total volume. Cross-border acquisitions lead the market, primarily driven by buyers from Singapore, Japan, the United States, Malaysia and, increasingly, India, while domestic conglomerates and private equity funds pursue bolt-on acquisitions to speed up digital transformation.

Data centre and cloud infrastructure transactions have been especially prominent, driven by hyperscaler growth and the Board of Investment’s (BOI) promotion of the Eastern Economic Corridor as a regional digital hub. Fintech consolidation sped up after the Bank of Thailand launched its virtual-bank licensing programme, with applications submitted in 2024 and successful applicants expected in 2025, leading to a wave of strategic acquisitions as market players prepare for fully digital banking operations. AI, automation and cybersecurity targets gained premium valuations as traditional industries seek quick technology integration.

Clear themes shaping technology M&A in 2025–2026 include:

• strong demand for AI, machine learning and generative AI capabilities, with acquirers purchasing start-ups to integrate these technologies into existing platforms;
• continued boom in data centre and submarine cable investments, particularly from operators based in Singapore, Malaysia and Hong Kong;
• fintech restructuring driven by virtual bank applications and the growth of embedded finance;
• heightened emphasis on ESG and green tech, especially renewable energy software and carbon-accountability tools;
• widespread use of earn-outs and deferred consideration to address valuation gaps in a higher-rate environment;
• noticeably tighter regulatory scrutiny of foreign dominance in telecommunications and payment service licensees, prompting more sophisticated joint venture and preferred-share structures; and
• rising interest from Indian IT service groups and US private equity funds targeting Thai Software as a Service (SaaS) and business-to-business (B2B) enterprise software targets for regional roll-ups.

Incorporating a technology company in Thailand follows the standard private limited company process under the Civil and Commercial Code, managed by the Department of Business Development. Registration is entirely online and usually completes within three to five business days once the documentation is prepared. The process requires:

• name reservation;
• submission of the memorandum and articles of association;
• appointment of at least one director; and
• declaration of the registered capital.

While there is no statutory minimum for ordinary activities, THB2 million to THB5 million is common for credibility and future BOI applications. Many technology companies seek BOI promotion at inception to gain 100% foreign ownership and tax holidays in eligible activities such as software development, digital platforms, data analytics and R&D.

Private limited companies are mostly preferred because of limited liability, flexibility in issuing share classes and simpler governance. Public limited companies are mainly used by ventures preparing for an IPO. For foreign founders, the two main structures are BOI-promoted companies (which can be 100% foreign-owned) and regular companies with a 49/51 foreign-Thai shareholding split, protected by preferred shares or voting agreements. Telecommunications-licensed entities must stay Thai-owned and free from foreign control under National Broadcasting and Telecommunications Commission (NBTC) rules (see 7.3 Restrictions on Foreign Investments).

Early-stage technology financing in Thailand relies on a mix of angel investors, government co-investment programmes under the National Innovation Agency and SME Development Bank, and licensed equity crowdfunding platforms. Convertible notes and simplified agreements for future equity are now standard instruments. Valuations remain modest by regional standards – typically USD2 million to USD8 million post-money for teams with a functioning product.

Thailand’s venture capital ecosystem is now mature, with active local funds and regular participation from regional investors. Series A and B rounds in 2025 averaged USD6 million to USD18 million for fintech, SaaS and deep-tech companies. Government co-investment schemes and tax incentives for investors have expanded the pool of available capital.

Term sheets follow international norms but include Thailand-specific features such as BOI-compliance covenants, foreign-exchange management and a preference for Thai-court or Singapore International Arbitration Centre (SIAC) arbitration. Shareholders’ agreements regularly include drag-along/tag-along rights, 1–2x non-participating liquidation preferences, anti-dilution protections and board seat entitlements.

Conversion into a public limited company is standard before an IPO on the Stock Exchange of Thailand (SET) or the Market for Alternative Investment (MAI), and requires a special resolution and associated filings. Thailand does not allow re-domiciliation; foreign companies seeking a Thai presence typically transfer assets/IP into a newly incorporated Thai entity, often structured as a tax-neutral reorganisation with prior approval from the Revenue Department.

High-growth Thai technology companies increasingly consider IPOs on the SET or MAI as attractive alternatives to trade sales, mainly for valuation uplift and continued founder control. Trade sales remain faster with lower execution risk, but may not offer the same valuation multiple as public-market listings for fintech or software companies.

The MAI is the preferred platform for most technology issuers due to its lower capital threshold (THB50 million), lighter profitability track record requirements and more flexible governance standards. Larger or BOI-promoted digital platform companies tend to target the SET for greater liquidity and institutional participation.

MAI listings impose lighter disclosure obligations, giving management more flexibility post-IPO. SET listings, however, trigger stricter related-party and tender-offer rules once an acquirer crosses 25%, complicating subsequent take-private attempts.

The typical sale process spans four to six months. It includes:

• preparation of marketing materials;
• a competitive auction run by an M&A adviser;
• execution of non-disclosure agreements (NDAs);
• data room population;
• management presentations;
• indicative bids;
• confirmatory due diligence; and
• signing/closing (or short deferred closing pending regulatory approvals).

Share deals dominate because they transfer the entire corporate package – including licences, contracts and BOI benefits. For telecoms-licensed companies, foreign buyers often acquire a 49% stake directly and create a Thai-majority joint venture for the remaining 51% to comply with foreign ownership rules.

Cash continues to be preferred by financial investors, while strategic buyers increasingly favour mixed consideration. Earn-outs based on revenue or EBITDA performance over 12 to 36 months are common for software targets.

Representations and warranties (R&W) insurance is common. Escrows or holdbacks of 10%–15% for 12 to 24 months, capped indemnity baskets and detailed IP warranties are standard. Non-compete and non-solicitation agreements lasting two to three years are enforceable if reasonable.

Spin-offs of digital and fintech units from traditional conglomerates have increased as groups seek valuation clarity and operational focus ahead of listings or strategic exits. The structure is also used to segregate regulated payment-service or telecoms licences before broader group transactions.

A spin-off structured as an entire business transfer under the relevant Revenue Department notifications can qualify for exemptions from VAT, specific business tax, stamp duty and, in many cases, corporate income tax on unrealised gains, provided the receiving entity continues the same business for at least three years.

Where the spin-off qualifies for entire-business-transfer treatment, subsequent mergers or sales generally avoid incremental tax on unrealised gains, provided continuity conditions are satisfied. Merger control filings may be required depending on the parties’ turnover and market share.

Advance tax rulings typically take two to four months and are recommended to confirm the entire-business-transfer treatment.

Investors may acquire up to just below 5% without disclosure. Crossing 5% triggers an immediate filing, with disclosure required for each subsequent 1% increase. Derivatives and contract for difference (CFD) exposure count towards thresholds.

Mandatory tender offers are triggered at 25%, 50% or 75% of voting rights. The offer price must be at least the highest price paid in the prior 90 days or the 15-day volume-weighted average.

Thailand relies primarily on voluntary and mandatory tender offers. Acquirers seeking full ownership commonly follow a staged route: acquire control through an initial tender (often 50%–75%), conduct a delisting tender, and subsequently complete an amalgamation or statutory merger to consolidate minority interests.

Tender offers are efficient for acquiring control without requiring full ownership upfront. Delisting and follow-on restructurings require supermajority approval and careful sequencing. Cross-border acquirers must also assess implications of the Foreign Business Act and sector-specific restrictions (telecoms, payments, data-sensitive sectors).

Cash, listed securities or hybrid consideration may be used. The Securities and Exchange Commission (SEC) imposes a 90-day look-back rule and requires an independent financial adviser’s opinion.

The following are standard:

• regulatory approvals;
• minimum acceptance conditions (usually 50%–90%);
• absence of material adverse change; and
• no competing offer.

The offer document (Form 247-4) and the independent financial adviser’s opinion must be filed with and approved by the SEC. Documentation typically addresses strategic rationale, financing sources, post-acquisition plans and specific risks for technology businesses, such as data protection and integration of proprietary platforms.

Offerors typically impose a 50%–75% minimum acceptance to obtain effective control or satisfy delisting thresholds. These may be waived subject to takeover rule compliance. Failure to meet the threshold generally results in the offer lapsing. Pre-bid undertakings from major shareholders are common.

Thailand does not provide an automatic statutory squeeze-out right. Acquirers instead pursue supermajority control to complete delisting and then implement an amalgamation or statutory merger, or negotiate buyouts with remaining minorities.

Cash offers require bank confirmation or escrow before SEC approval.

Break fees (1%–2% of equity value) are permitted if approved by independent directors. Exclusivity and no-shop clauses are routine.

Pre-bid undertakings, voting agreements and board-nomination rights are commonly negotiated.

Major shareholders often provide hard commitments to tender, significantly reducing execution risk.

SEC review of the tender offer document typically takes ten to 14 business days. The SET may impose disclosure requirements or temporary trading halts.

The offer period is 25 to 45 business days, extendable up to 90.

Technology businesses must comply with:

• the Personal Data Protection Act (PDPA);
• the Cybersecurity Act;
• the Electronic Transactions Act; and
• where relevant, the Telecommunications Business Act.

BOI-promoted companies receive incentives but must meet ongoing compliance requirements.

The SEC regulates public offerings, takeovers and ongoing disclosure. The SET supervises listing and trading.

The Foreign Business Act caps foreign ownership at 49% for businesses listed in the restricted categories unless a foreign business licence or BOI promotion is obtained. Telecommunications licensees (Type II/III) must remain Thai-owned and free of “foreign dominance”. Relevant indicators include foreign shareholding at or above 50%, a foreign-majority board, special voting rights or arrangements giving foreigners decisive influence.

Creative structures using preferred shares, shareholder agreement voting mechanics and parallel Thai-majority joint venture vehicles are frequently used to align economic ownership with foreign investors while maintaining Thai nationality of the licensee.

Investments involving encryption, critical infrastructure or defence-sensitive technologies may trigger review by security agencies.

Pre-merger approval is required where a transaction may create a dominant operator. Transactions that do not create dominance but involve aggregate Thai turnover above the statutory threshold must be notified post-completion. Early assessment is recommended.

The Labour Protection Act establishes a 48-hour work week, with overtime at 1.5x (or higher for holidays) and a minimum of six days’ annual leave after one year. Severance is required for termination without cause: up to 300 days’ wages after 10 to 20 years and 400 days after 20 years or more.

In technology deals, employee-incentive plans and change-of-control provisions are key issues. Thai law generally requires employee consent for transfer of employment; there is no automatic-transfer rule. Employee transfer mechanisms and communication planning are essential to minimise disputes.

Employers must contribute to the Social Security Fund at 5% of salary up to the statutory cap. Non-compete and non-solicitation covenants are enforceable if reasonable, and typically last one to two years for senior tech personnel.

Repatriation of dividends, loan repayments and sale proceeds through authorised banks are permitted with supporting documents. Inbound foreign currency receipts of USD50,000 or more require a foreign-exchange form. Outbound remittances above set thresholds require documentation such as board resolutions or agreements. Large cross-border payments should be structured with foreign exchange compliance in mind.

Regulators have adopted a more assertive posture in technology-sector supervision. The NBTC has increased scrutiny of foreign-ownership and control structures in telecoms and data infrastructure licensees, emphasising that de facto control – such as through voting agreements or nominee arrangements – can constitute foreign dominance even where formal shareholding thresholds appear compliant.

Under the PDPA, new subordinate regulations address cross-border transfers, records-of-processing exemptions and security standards. Enforcement activity and guidance have heightened expectations for data-processing agreements, breach notifications and third-party risk management.

The SEC has enhanced rules on digital-asset intermediaries, investment-product governance and IT/cybersecurity standards, which indirectly affect technology M&A by shaping operational resilience and disclosure obligations for listed companies.

Buyers prioritise source code ownership, open source compliance, customer contract assignability, cybersecurity history and data room hygiene. Confirming IP ownership and ensuring that there are no employee-related IP claims are critical.

PDPA due diligence includes:

• mapping personal data flows;
• evaluating consent mechanisms;
• reviewing cross-border transfer practices; and
• assessing breach logs.

Non-compliance can result in administrative fines of up to THB5 million per violation, civil liability and, in certain cases, personal exposure for responsible directors or officers.

The PDPA imposes practical limits on the scope of due diligence, particularly when a target company holds significant customer or employee data. While data can be reviewed for the purposes of an M&A transaction, the PDPA requires that disclosures to bidders be limited to what is necessary, appropriately anonymised or aggregated, and supported by safeguards such as NDAs and data-processing clauses.

Targets generally do not share raw customer data, personal data, behavioural profiles or identifiable logs unless lawful and necessary. Usually, the lawful basis is “legitimate interests”, requiring a balancing test and data minimisation. Therefore, bidders review sampled, masked or redacted data, summaries of data flows, security details, vendor lists and breach histories, not full datasets.

Employee data is restricted, including identifiable HR files, disciplinary records, medical info and IDs, which are usually unavailable during pre-closing diligence. Instead, anonymised summaries and risk assessments are used. In regulated sectors, regulators also expect restrictions on logs, metadata and network data that could identify users.

In practice, the PDPA does not prevent thorough diligence, but it influences it. Buyers should anticipate a two-phase process: a masked or redacted review before signing, followed by access to more detailed data only after signing, under stricter contractual protections or through a clean-team arrangement.

Public company bids become public upon SEC filing of Form 247-4 and a simultaneous press release.

IPOs and rights issues require a full registration statement and prospectus approved by the SEC.

The Thai Financial Reporting Standards (TFRS) apply, and are aligned with the International Financial Reporting Standards (IFRS). Public companies must provide audited annual and reviewed quarterly financials.

IPO prospectuses disclose material contracts. Tender offer documents summarise key terms, but full sale and purchase agreements (SPAs) are not publicly released unless required by the SEC.

Directors owe duties of care, loyalty and good faith. In M&A transactions, they must act in the best interests of the company and all shareholders, supported by a defensible process (independent valuations, proper board minutes and informed deliberation).

Independent committees are used for related-party transactions and take-private scenarios to manage conflicts and support fairness opinions.

Boards must approve major acquisitions, assess tender offer proposals and oversee independent advisers.

Directors often retain independent legal and financial advisers in public M&A to demonstrate fulfilment of their duties and mitigate litigation risk.