CCH Holdings (Nasdaq: CCHH) closes $1.15M convertible note and warrant deal

Rhea-AI Filing Summary

CCH Holdings Ltd entered into a Securities Purchase Agreement with an institutional investor for an 8% original issue discount convertible promissory note with principal of up to $2,500,000, convertible into Class A ordinary shares, and accompanying warrants.

The initial closing delivered aggregate gross proceeds of $1,150,000 for $1,250,000 in note principal and a warrant to purchase up to 374,112 Class A ordinary shares, with a second closing for an additional $1,250,000 in principal for $1,150,000 in gross proceeds contemplated upon effectiveness of a resale registration statement, including a further $115,000 discount that may be taken in cash or shares. CCH also issued 700,000 Pre-Delivery Shares and agreed to file a Form F-1 or F-3 within 15 business days of closing to register resale of shares issuable from note conversions and warrant exercises. After all notes are repaid, the investor may, for six months, purchase some or all Pre-Delivery Shares at 93% of the average daily VWAP over 10 trading days, subject to a Beneficial Ownership Limitation.

Filing Explained

At the completed initial closing, the warrants carry an initial exercise price equal to 150% of the Note’s initial fixed conversion price, creating a separately priced, conditional route to additional Class A shares alongside the convertible Note.

Key Figures

Maximum Note principal: $2,500,000 Initial Note principal: $1,250,000 Initial gross proceeds: $1,150,000 +5 more

8 metrics

Maximum Note principal $2,500,000 Principal amount of 8% original issue discount convertible note

Initial Note principal $1,250,000 Principal issued at initial closing

Initial gross proceeds $1,150,000 Aggregate gross proceeds received at initial closing

Initial warrant shares 374,112 Class A ordinary shares Maximum shares purchasable under warrant from initial closing

Pre-Delivery Shares issued 700,000 Shares Shares provided to facilitate note conversions and warrant exercises

Second-closing discount $115,000 Additional discount at second closing, electable in cash or shares

Registration filing deadline 15 business days Time to file resale registration after initial closing

Pre-Delivery purchase price 93% of average daily VWAP Price for Pre-Delivery Shares based on prior 10 trading days

Key Terms

convertible promissory note, original issue discount, VWAP, Registration Rights Agreement, +1 more

5 terms

convertible promissory note financial

"offering of a convertible promissory note in the principal amount of $1,250,000"

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.

original issue discount financial

"an 8% original issue discount convertible promissory note in the principal amount"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

VWAP financial

"equals $500,000 divided by the daily VWAP of the Shares on the date prior"

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.

Registration Rights Agreement regulatory

"the Company and the Investor also entered into a Registration Rights Agreement"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Beneficial Ownership Limitation regulatory

"subject in all cases to the Beneficial Ownership Limitation, as defined in the Purchase Agreement"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

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

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FAQ

What financing did CCHH disclose in its July 2026 report?

CCHH entered an agreement for an 8% original issue discount convertible note with principal of up to $2,500,000, convertible into Class A ordinary shares, and related warrants, in a private offering to an institutional investor.

How much cash did CCHH (CCHH) receive at the initial closing?

At the initial closing, CCHH received aggregate gross proceeds of $1,150,000 in exchange for $1,250,000 in convertible note principal and a warrant to purchase up to 374,112 Class A ordinary shares.

What are the warrant terms in CCHH (CCHH)'s new financing?

The warrants allow purchases of Class A ordinary shares equal to $500,000 divided by daily VWAP before the initial closing date, with an initial exercise price at 150% of the note’s initial fixed conversion price, including 374,112 shares from the first closing.

What is the potential second closing under CCHH (CCHH)'s Purchase Agreement?

The Purchase Agreement contemplates a second closing of $1,250,000 in additional note principal for $1,150,000 in gross proceeds, with an extra $115,000 discount, after a resale registration for underlying shares becomes effective and other conditions are met.

What registration obligations did CCHH (CCHH) agree to for this financing?

CCHH agreed to file a Form F-1 or F-3 registration statement within 15 business days of closing to cover the resale of shares issuable upon conversion of the note and exercise of the warrants.

What are CCHH (CCHH)'s Pre-Delivery Shares and related purchase option?

CCHH issued 700,000 Pre-Delivery Shares, which the investor may use to settle conversions and exercises, and later may buy, for six months after all notes are repaid, at 93% of the 10-day average VWAP, subject to a Beneficial Ownership Limitation.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2026

Commission file number: 001-42864

CCH Holdings Ltd

(Exact name of registrant as specified in its charter)

No. 1, Jalan Perda Jaya, Kawasan Perniagaan Perda Jaya,

14000 Bukit Mertajam, Pulau Pinang, Malaysia

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.  

Form 20-F  ☒           Form 40-F  ☐

CONTENTS

On July 31, 2026, CCH Holdings Ltd (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”), pursuant to which the Company agreed to sell and issue (i) an 8% original issue discount convertible promissory note in the principal amount of up to $2,500,000 (the “Note”) convertible into Class A ordinary shares of the Company, par value $0.00001 per share (“Shares”), and (ii) warrants (“Warrants”) to purchase up to a certain number of Class A ordinary shares that equals $500,000 divided by the daily VWAP of the Shares on the date prior to the initial closing date. The initial closing for aggregate gross proceeds of $1,150,000 and a principal amount of $1,250,000 of Note, together with the related Warrant to purchase up to 374,112 Class A ordinary shares, occurred on the same date (the “Closing”). The Purchase Agreement provides for a second closing of $1,250,000 in principal of Note for $1,150,000 in gross proceeds, subject to an additional discount equal to $115,000 in reduction of gross proceeds or in Class A ordinary shares as the Company may elect, to occur upon effectiveness of the resale registration statement for the Shares underlying the Note, subject to certain additional terms and conditions.

Concurrently, the Company and the Investor also entered into a Registration Rights Agreement, which stipulates that the Company will file a registration statement on Form F-1 or F-3, or any successor form with the U.S. Securities and Exchange Commission (SEC) within 15 business days upon the Closing, which will cover the resale of Shares issuable upon conversion of the Note and the exercise of the Warrants.

The Company also issued 700,000 Shares (“Pre-Delivery Shares”), providing the Investor with a conditional right to use such Pre-Delivery Shares to timely effect conversions under the Notes and exercises of the Warrant. The number of Pre-Delivery Shares are subject to adjustment as set forth in the Notes. In addition, the Company granted the Investor the right, beginning on the date on which no Notes are outstanding following the final closing under the Purchase Agreement, and for a period of six months thereafter, to purchase all or any portion or portions of the Pre-Delivery Shares at a price per share equal to 93% of the average of the daily VWAPs for the 10 trading days immediately preceding such purchase, subject in all cases to the Beneficial Ownership Limitation, as defined in the Purchase Agreement.

The foregoing description of the Purchase Agreement, the Note, the Warrants, the Registration Rights Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of such documents, forms of which are filed as Exhibits to this Current Report on Form 6-K as Exhibits 10.1, 4.1, 4.2 and 10.2 hereto, respectively, and incorporated by reference.

The Company also issued a press release announcing the transaction, a copy of which is furnished herewith as Exhibit 99.1.

This report 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 the registration or qualification under the securities laws of any such state or jurisdiction.

Safe Harbor Statements

This report 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 include, without limitation, statements regarding the expected use of proceeds, the Company’s ability to satisfy conditions to future closings, and the Company’s future plans and strategies. Words such as “may,” “will,” “expects,” “plans,” “intends,” “believes,” “estimates,” “anticipates,” “targets,” and similar expressions are intended to identify such forward-looking statements. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results may differ materially from those expressed or implied in the forward-looking statements. Additional information regarding these and other risks is included in the Company’s filings with the SEC. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this report, except as required by law.

1 

EXHIBITS

Exhibit No.		Description
4.1		Form of Note
4.2		Form of Warrant
10.1		Form of Securities Purchase Agreement
10.2		Form of Registration Rights Agreement
99.1		Press Release

2 

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CCH HOLDINGS LTD
	By:	/s/ Goh Kok E
	Name:	Goh Kok E
	Title:	Chairman and Chief Executive Officer and Chief Operating Officer

Date: July 31, 2026

3 

Exhibit 99.1

 

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

BUKIT MERTAJAM, MALAYSIA, July 31, 2026 (GLOBE NEWSWIRE) -- CCH Holdings Ltd (Nasdaq: CCHH) (the “Company” or “CCH”), a Malaysia-based specialty hotpot restaurant chain, today announced the initial closing of an offering of a convertible promissory note in the principal amount of $1,250,000 (the “Note”) convertible into Class A ordinary shares of the Company, par value $0.00001 per share (“Shares”) and accompanying warrants (the “Warrants”) for aggregate gross proceeds of $1,150,000 as to the initial closing. The Warrants entitle the Holder to purchase up to a certain number of Class A ordinary shares equal to $500,000 divided by the daily VWAP of the Shares on the date prior to the initial Closing, at an initial exercise price equal to 150% of the initial fixed conversion price of the Note.

The Note and Warrants were offered in a private offering to an institutional investor (the “Investor”) pursuant to a Securities Purchase Agreement (the “Purchase Agreement”). The Purchase Agreement provides for a subsequent closing of an additional $1,250,000 of principal amount of Note in exchange for an additional $1,150,000 of gross proceeds, subject to an additional discount equal to $115,000 in reduction of gross proceeds or in Class A ordinary shares as the Company may elect, to occur upon effectiveness of a resale registration statement for the Shares underlying the Note, subject to certain terms and conditions.

Concurrently, the Company and the Investor also entered into a Registration Rights Agreement, which stipulates that the Company will file a registration statement on Form F-1 or F-3, or any successor form with the U.S. Securities and Exchange Commission (SEC) within 15 business days upon the closing, which will cover the resale of Shares issuable upon conversion of the Note and exercise of the Warrants.

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 the 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

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 PRESS RELEASE 8.5 KB

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT 352.3 KB
• EX-10.2 FORM OF REGISTRATION RIGHTS AGREEMENT 77.3 KB

Other Documents

• EX-4.1 FORM OF NOTE 203.3 KB
• EX-4.2 FORM OF WARRANT 118.2 KB