Meta收购Manus案撤销路径详解：20亿美元需退回，数据需隔离和删除

Original author: Kyousuke

Original source: AI Ripus

On April 27, the Office of the Working Mechanism for Foreign Investment Security Review of the National Development and Reform Commission officially issued a prohibition decision, blocking Meta's acquisition of AI agent company Manus.

This deal, once considered the third-largest acquisition in Meta's history, was announced in December 2025 and banned in April 2026, lasting only four months.

Key Timeline of the Manus Acquisition

In March last year, Manus was officially launched. The Monica.im team introduced the world's first general-purpose AI agent, which instantly took the market by storm. Invitation codes were sold at high prices, and annualized revenue quickly exceeded $125 million.

On December 30 last year, Meta announced the acquisition of Manus's parent company, Butterfly Effect, for $3-5 billion. Negotiations took just over ten days, with founder Xiao Hong set to become Meta's Vice President.

On January 8, regulators launched an investigation. The Ministry of Commerce, together with relevant departments, initiated an assessment to verify compliance in areas such as technology export, cross-border data transfer, and foreign investment declaration.

In March, the National Development and Reform Commission summoned executives from both sides, pointing out risks related to technology transfer and data security, and demanded a halt to the process.

On April 27, the Office of the Foreign Investment Security Review Working Mechanism officially banned the transaction, requiring the acquisition to be rescinded and the status quo ante to be restored.

Rescinding the Transaction: Comprehensive Restoration from Equity to Data

According to Article 12 of the "Foreign Investment Security Review Measures," after a state prohibition decision, the core requirement is to restore the state prior to the investment within a specified period and eliminate impacts on national security. This is specifically divided into three modules:

(I) Equity and Transaction Entity Level

All parties sign a written termination agreement, rescinding the acquisition and terminating all ancillary documents (shareholder agreements, technology transfer agreements, etc.).

If Meta has already completed equity delivery, it must transfer all Manus shares back to the original shareholders/domestic entities and complete registration changes for both commercial and foreign entities.

Regulatory authorities will supervise the equity change to ensure there is no "disguised control" (e.g., via contractual arrangements, nominee holdings, etc.).

(II) Return of Funds and Consideration

Meta must return the approximately $2 billion already paid (including deposits, prepayments, etc.) in full to the relevant transaction accounts.

After receiving the funds, original shareholders must complete the foreign exchange refund through the original channels and report to the foreign exchange regulatory authorities as required.

Both parties will handle intermediary fees, liquidated damages, etc., and are prohibited from completing consideration payments under disguised names such as "compensation" or "consulting fees."

The foreign exchange administration will thoroughly verify the capital flow to prevent capital flight under the guise of "transaction termination."

(III) Data and Technology Security

Data Isolation and Deletion:

Meta must delete all acquired Manus domestic user data, training data, and business data, provide a deletion certificate, and submit to verification; Manus must restore localized data storage and terminate all cross-border data transmission channels.

Technology and Code Recovery:

Terminate all technology licenses and code transfers to Meta, regain control of core AI technologies and algorithm models, and prohibit Meta from using any Manus technology achievements; destroy all technology documents and code copies already transferred.

Personnel and Management Isolation:

All management and technical personnel dispatched by Meta must be withdrawn, and all management agreements involving control rights must be terminated to ensure the domestic entity maintains complete autonomous management.

Core Reasons: Crossing Three Red Lines

1. Technology and Data Security

Manus's core technology was developed domestically by a Chinese team. During the transaction, the main corporate structure was moved to Singapore, leading regulators to focus on verifying whether there was an attempt to "whitewash the technology" or circumvent China's technology export controls. Core algorithms, training data, and user data could potentially flow abroad through the acquisition, directly threatening data sovereignty and technology security.

2. Compliance Loopholes in Foreign Acquisitions

This transaction, described as "a US company acquiring a Singaporean enterprise," was essentially the acquisition of Chinese homegrown AI technology by a foreign company through a change in the overseas entity, failing to undergo China's foreign investment security review procedures. Regulators determined this to be a classic case of "cross-border acquisition bypassing review."

3. Restructuring to Evade Regulation

The "Foreign Investment Security Review Measures" clearly require that foreign acquisitions involving key technologies and data must be submitted for security review. Manus attempted to transfer control through a "domestic R&D + offshore shell company + foreign acquisition" pathway. The unreported transaction was deemed invalid.

Regulatory Oversight and Subsequent Constraints

The parties involved must complete all the above operations within the deadline set by the regulatory authorities. The Working Mechanism Office, together with the NDRC, Ministry of Commerce, Cyberspace Administration, and State Administration of Foreign Exchange, will conduct on-site inspections to confirm that the transaction has been fully reversed.

If the rescission is not completed as required, regulatory authorities may impose penalties such as fines, restrictions on domestic business operations, or bans on foreign investment activities by the relevant entities. Responsible individuals will also face legal liability.

More importantly, for Manus and its original shareholders to engage in any future cross-border cooperation or financing activities, they must fulfill statutory procedures such as foreign investment security reviews and cross-border data security assessments. They are prohibited from transferring control, data, or technology abroad through methods that circumvent review.

No More Gray Areas in AI Cross-Border M&A

This prohibition decision is not an isolated case but a clear demarcation for the AI industry:

It explicitly bans the "domestic R&D + offshore shell company + foreign acquisition" transfer path; cross-border M&A in the AI sector must undergo complete security review and data assessment procedures; control over AI technology developed within China cannot be transferred abroad without review.

For Meta, the termination of the acquisition plan means losing a key AI Agent technology asset, and all funds paid must be fully refunded. For the Manus team, it means restoring control of the domestic entity, terminating all cooperation with Meta, and returning to compliant operations domestically.