Business Context and Reporting Period
This Form 6-K filing by Kandal M Venture Ltd covers the month of June 2026. The company, headquartered in Kandal Province, Cambodia, reports the execution of a material agreement involving the issuance of senior unsecured convertible promissory notes to an institutional investor.
Key Financial Metrics and Transaction Details
- Transaction Type: Issuance of senior unsecured convertible promissory notes (the "Notes").
- Total Offering Capacity: Up to $25,000,000 in aggregate original principal amount.
- Initial Closing (June 5, 2026): $1,000,000 principal amount issued.
- Second Closing (June 25, 2026): $1,000,000 principal amount issued (the "Second Note").
- Interest Rate: 10% per annum on the Second Note (subject to adjustment).
- Maturity Date: June 5, 2029.
- Conversion Terms: Convertible into Class A Ordinary Shares at 105% of the principal converted.
- Placement Fees: 5% of gross proceeds per closing, plus advisory fees of $20,000 upon signing, $20,000 upon Initial Closing, and $20,000 upon each subsequent closing.
Note: The filing does not provide specific revenue, profit, cash flow, margin, or existing debt figures for the reporting period.
Material Changes
The primary material change is the increase in debt obligations and potential equity dilution resulting from the Second Closing on June 25, 2026. The company has now issued a total of $2,000,000 in principal under the Securities Purchase Agreement, with the capacity to issue up to an additional $23,000,000 under the same agreement.
Outlook, Risks, and Contingencies
- Registration Rights: The company entered into a Registration Rights Agreement, obligating it to provide registration rights for the securities issued.
- Regulatory Exemption: The offering was made in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.
- Future Closings: The agreement allows for subsequent closings, which would trigger additional advisory fees and further issuance of notes.
Investor Verification Checklist
- Verify the full text of the Securities Purchase Agreement (Exhibit 10.1) for specific adjustment mechanisms on the 10% interest rate.
- Confirm the current share count and the potential dilution impact of converting the $2,000,000 principal at 105%.
- Review the company's latest audited financial statements to assess liquidity and ability to service the 10% interest payments.
- Check for any subsequent filings regarding additional closings under the $25,000,000 cap.