CCH Holdings Ltd Announces Subsequent Closing of US$2.5 Million Convertible Promissory Note and Warrant Offering

Amended terms cap the economic difference payable on below-floor conversions and remove CCH’s right to lower the note’s floor price.

Rhea-AI Summary

CCH Holdings (Nasdaq: CCHH) completed the subsequent closing of its convertible note and warrant offering with an institutional investor.

The investor delivered US$1,035,000, representing the remaining US$1,150,000 subscription amount less an additional US$115,000 discount. CCH issued the remaining US$1,250,000 of note principal, bringing total principal issued to US$2,500,000 and aggregate gross proceeds received to US$2,185,000. The note can convert into Class A ordinary shares. The discount reduced cash proceeds; no shares were or will be issued for it. The closing followed the September 29, 2026 effectiveness of the registration statement covering resale of conversion, warrant-exercise and pre-delivery shares.

3 points · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 4 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major pointCompleted offering delivered aggregate gross proceeds of US$2,185,000 to CCH. 12% of market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Additional US$115,000 discount entails no shares issued now or later for that discount.
• Minor point. Forward-looking: it has not happened yet and may not happen.Below-floor conversion payments are capped using the lower of conversion-date volume-weighted average price and applicable conversion price.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.US$2,500,000 convertible note principal creates a debt obligation and potential Class A share dilution. 14% of market cap
• Minor pointAdditional US$115,000 discount reduced proceeds payable at the subsequent closing.
• Minor point. Forward-looking: it has not happened yet and may not happen.Warrants are exercisable for 374,112 Class A shares upon full cash exercise, creating potential dilution.
• Minor pointCCH’s right to reset or reduce the note’s floor price was eliminated.

News Explained

The amendment removes CCH’s floor-reset right, caps below-floor conversion payments, and leaves 374,112 warrant shares issuable on full cash exercise.

Under the September 11, 2026 letter amendment, CCH’s right to reset or reduce the Note’s floor price was eliminated, and the economic difference payable on below-floor conversions was capped by reference to the lower of conversion-date VWAP and the applicable conversion price. The amendment also reduced the number of warrant-related Class A shares registered to 374,112, issuable upon cash exercise of the warrants in full. If those shares are issued upon full cash exercise, the added shares would reduce existing holders’ percentage ownership absent offsetting changes.

Argus 15 min delay 1 alert

-4.03% vs previous close $0.91 last price 0.2x rel. volume Open Argus

Details

Market move: CCHH -4.03% vs previous close. subsequent note closing

$0.90 – $0.99 Day Range

$17.18M Market Cap

On Sep 30, the day this news came out, the latest delayed price for CCHH is 4.03% below the previous close. The latest delayed price is $0.91.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Key Figures

Subsequent closing payment: US$1,035,000 Note principal at subsequent closing: US$1,250,000 Aggregate note principal: US$2,500,000 +3 more

Subsequent closing payment

US$1,035,000

Paid net of the additional discount

Note principal at subsequent closing

US$1,250,000

Remaining portion issued at this closing

Aggregate note principal

US$2,500,000

Issued in full following the subsequent closing

Aggregate gross proceeds

US$2,185,000

Received under the Purchase Agreement

Additional discount

US$115,000

Applied as a reduction of gross proceeds payable at the subsequent closing

Warrant shares registered

374,112 shares

Shares issuable upon cash exercise of the warrants in full

Previous Offering Reports

1 past event · Latest: Jul 31

Same Type 1 event

1. Jul 31

   Initial offering closing

   24h Move

   +0.0%

   Initial closing funded first note tranche and set the registration-dependent second closing terms.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

convertible promissory note, warrants, form f-1, vwap

4 terms

convertible promissory note financial

"offering of a convertible promissory note"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

warrants financial

"and accompanying warrants"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

form f-1 regulatory

"registration statement on Form F-1"

A Form F-1 is the document a non-U.S. company files with U.S. regulators when it wants to sell stock or other securities to U.S. investors. It lays out the company’s business, finances, risks and how the offering will work, acting like a product manual and ingredient list so investors can judge what they’re buying. For investors, it’s a key source of verified information used to compare opportunities and assess potential reward and risk.

vwap financial

"the lower of the conversion-date VWAP and the applicable conversion price"

VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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BUKIT MERTAJAM, MALAYSIA, Sept. 30, 2026 (GLOBE NEWSWIRE) -- CCH Holdings Ltd (Nasdaq: CCHH) (the “Company” or “CCH”), a Malaysia-based specialty hotpot restaurant chain, today announced the subsequent closing (the “Subsequent Closing”) of its previously announced offering of a convertible promissory note (the “Note”) convertible into Class A ordinary shares of the Company, par value US$0.0001 per share (the “Shares”), and accompanying warrants (the “Warrants”), pursuant to the Securities Purchase Agreement, dated July 31, 2026 (the “Purchase Agreement”), with an institutional investor (the “Investor”). At the Subsequent Closing, the Investor delivered to the Company US$1,035,000, being the remaining US$1,150,000 of the subscription amount net of the additional discount of US$115,000 contemplated by the Purchase Agreement in respect of the second closing, and the Company issued to the Investor the remaining portion of the Note in the principal amount of US$1,250,000. Following the Subsequent Closing, the Note in the aggregate principal amount of US$2,500,000 has been issued in full, and the Company has received aggregate gross proceeds of US$2,185,000 under the Purchase Agreement. The Company elected to apply the additional discount as a reduction of the gross proceeds payable at the Subsequent Closing, and no Class A Ordinary Shares were or will be issued to the Investor in respect of such discount.

The Subsequent Closing occurred following the effectiveness of the Company’s registration statement on Form F-1 (File No. 333-298220), which was declared effective by the U.S. Securities and Exchange Commission at 4:00 p.m., Eastern Time, on September 29, 2026, and which registers the resale of the Shares issuable upon conversion of the Note and upon exercise of the Warrants and the Shares comprising the pre-delivery shares issued to the Investor at the initial closing.

As previously disclosed in Amendment No. 2 to the Company’s registration statement on Form F-1 filed with the U.S. Securities and Exchange Commission on September 14, 2026, the Company and the Investor entered into a letter amendment agreement, dated September 11, 2026, pursuant to which, among other things, the Company’s right to reset or reduce the floor price under the Note was eliminated, the economic difference payable upon conversions of the Note below the floor price was capped by reference to the lower of the conversion-date VWAP and the applicable conversion price, and the number of Shares registered in respect of the Warrants was reduced to the 374,112 Shares issuable upon cash exercise of the Warrants in full.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About CCH Holdings Ltd

CCHH (Nasdaq: CCHH) is a Nasdaq-listed company primarily engaged in Chicken Claypot and restaurant franchise operations. Building on its operating base and regional business network, the Company is pursuing strategic diversification opportunities in technology infrastructure, including technical consulting services and maintenance services solution for data center projects, with a particular focus on Southeast Asian markets. CCHH aims to develop a dual-engine growth model combining stable restaurant franchise operations with high-potential digital infrastructure business opportunities.

Safe Harbor Statement

This announcement contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to,” and similar statements. The Company may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in announcements and other written materials, and in oral statements made by its officers, directors, or employees to third parties. Statements that are not historical facts, including statements about the Company’s beliefs, plans, and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could also cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: potential adverse reactions or changes to business relationships; adverse changes in general economic or market conditions; and actions by third parties, including government agencies; the Company’s strategies, future business development, and financial condition and results of operations; the expected growth of the specialty hotpot market; the political, economic, social and legal developments in the jurisdictions that the Company operates in or in which the Company intends to expand its business and operations; the Company’s ability to maintain and enhance its brand. Further information regarding these and other risks is included in the Company’s filings with the SEC. All information provided in this announcement is as of the date of this announcement, and the Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

For more information, please contact:

CCH Holdings Ltd
Investor Relations
Email: cch_ir@cchasia.com.my

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did CCH Holdings receive from its convertible note and warrant offering?

CCH received aggregate gross proceeds of US$2,185,000 after completing the subsequent closing. At that closing, the investor delivered US$1,035,000 and CCH issued the remaining US$1,250,000 of note principal. Total note principal issued is US$2,500,000.

What changed in CCHH’s convertible note terms under the September 11, 2026 amendment?

The amendment eliminated CCH’s right to reset or reduce the floor price and capped the economic difference payable on conversions below that floor. The cap references the lower of the conversion-date volume-weighted average price and the applicable conversion price. It also reduced the shares registered for the warrants to 374,112 shares issuable upon full cash exercise.