Business Context and Reporting Period
This Form 6-K filing by Kandal M Venture Ltd, a foreign private issuer based in Cambodia, covers the month of June 2026. The report details the entry into a securities purchase agreement and a placement agency agreement on June 5, 2026, to raise capital through the issuance of senior unsecured convertible promissory notes.
Key Financial Metrics and Transaction Details
- Total Offering Size: Up to $25,000,000 in aggregate original principal amount.
- Initial Closing Amount: $1,000,000 issued and sold on June 5, 2026.
- Instrument Type: Senior unsecured convertible promissory notes (the "Notes").
- Interest Rate: 10% per annum (subject to adjustment); increases to 18.0% upon an Event of Default.
- Maturity: Three years from the respective issuance dates.
- Conversion Terms: Convertible into Class A Ordinary Shares at 105% of the principal converted.
- Beneficial Ownership Limitation: Conversion is restricted if the holder would own more than 9.99% of outstanding shares post-conversion.
- Placement Fees: 5% of gross proceeds plus fixed advisory fees ($20,000 at signing, $20,000 at initial closing, $20,000 per subsequent closing).
- Expense Cap: Company responsible for expenses up to a one-time maximum of $40,000 for fees and expenses, plus 1% of gross proceeds for non-accountable expenses.
Material Changes
The filing does not provide comparative financial statements or prior period data. The material change reported is the execution of the Securities Purchase Agreement and Placement Agency Agreement, marking the commencement of a new debt financing round.
Guidance, Risks, and Covenants
- Covenants: The Notes include customary affirmative and negative covenants, including limitations on issuing senior indebtedness, restrictions on cash dividends, asset transfers, changes in business, and affiliate transactions.
- Events of Default: Standard events of default are included; triggering these increases the interest rate to 18.0%.
- Registration Rights: A Registration Rights Agreement was signed to provide registration rights for the Notes and shares issuable upon conversion.
- Exemptions: The offering relies on exemptions under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.
- Outlook: The filing does not contain specific forward-looking guidance on revenue or earnings, focusing solely on the capital raise mechanics.
Investor Verification Checklist
- Verify the full text of the Securities Purchase Agreement (Exhibit 10.1) and Senior Convertible Notes (Exhibit 10.2) for specific default triggers and conversion mechanics.
- Confirm the identity of the institutional investor and the Placement Agent (Revere Securities LLC).
- Assess the impact of the 105% conversion premium on potential dilution of existing shareholders.
- Review the company's current debt load to evaluate the impact of the new 10% interest obligation and the 9.99% beneficial ownership cap.
- Check for any subsequent closings beyond the initial $1,000,000 tranche to determine total capital raised.