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Kandal M Venture Limited (FMFC) has filed a resale prospectus covering up to 46,899,766 Class A Ordinary Shares that may be issued upon conversion of three senior convertible promissory notes held by the Selling Shareholder, JAK FMFC Opportunities I LLC. These shares are calculated using assumed floor conversion prices of $0.075, $0.065 and $0.055 per share for the Initial, Second and Third Notes, respectively.
The company is not selling any shares in this offering and will not receive proceeds from resales of the registered shares. It has already issued $2,000,000 of notes and will issue an additional $1,000,000 Third Note after effectiveness. If fully converted, Class A shares outstanding would increase from 15,300,000 to 62,199,766, and the registered shares would represent a large portion of the public float, which the company states could pressure the trading price. FMFC is an emerging growth, foreign private issuer and a controlled company with Class A Ordinary Shares listed on Nasdaq under “FMFC”.
Kandal M Venture Limited has filed an amended Form F-3 to register for resale up to 46,899,766 Class A Ordinary Shares for JAK FMFC Opportunities I LLC. These shares are issuable upon conversion of three senior convertible promissory notes totaling $3,000,000 in principal under a larger $25,000,000 facility.
The company will not receive proceeds from any resale of shares, only from issuing the notes themselves. Based on floors of $0.075, $0.065 and an assumed $0.055 per share, Class A shares outstanding could rise from 15,300,000 to 62,199,766, and the 46,899,766 resale shares would equal about 75.40% of the Class A shares assuming full conversion. The notes bear 10% annual interest (rising to 18% on default), mature in 2029, and are subject to a 9.99% Beneficial Ownership Limitation.
JAK FMFC Opportunities I LLC, together with related entities ATW Master Fund V LP, ATW Partners Opportunities Management, LLC, and individuals Kerry Propper and Antonio Ruiz-Gimenez, reports beneficial ownership of 1,698,111 Class A Ordinary Shares of Kandal M Venture Limited. These shares are issuable within 60 days upon exercise or conversion of senior unsecured convertible debt held by JAK FMFC Opportunities I LLC. A contractual 9.99% Blocker limits conversion so that the holding company and its affiliates cannot exceed 9.99% of the outstanding Class A Ordinary Shares. Based on 15,300,000 shares outstanding as of March 31, 2026, each reporting person discloses beneficial ownership of 9.9% of the class with shared voting and dispositive power over the same 1,698,111 shares, and each disclaims beneficial ownership except to the extent of any pecuniary interest.
Kandal M Venture Limited is registering up to 46,153,847 Class A Ordinary Shares for resale by a selling shareholder under a Form F-3 shelf registration. The shares are issuable upon conversion of senior convertible promissory notes totaling $3,000,000 in principal (Initial, Second and anticipated Third Notes) at an assumed conversion price of $0.065, the floor price of the Second Note. As of August 7, 2026, 15,300,000 Class A Ordinary Shares were outstanding; assuming full issuance of the registered shares, outstanding Class A Ordinary Shares would rise to 61,453,847.
This is a resale registration; no shares are being sold by the company, and it will not receive proceeds from any resale, though it has received and expects to receive proceeds from the sale of the Notes themselves. The SPA Notes bear 10% annual interest, increasing to 18% upon an event of default, and are subject to a 9.99% Beneficial Ownership Limitation on conversion. The company highlights that the registered shares equal about 66.79% of post-conversion Class A Ordinary Shares, creating potential dilution and stock price pressure. It also discloses ongoing Nasdaq minimum bid-price noncompliance and a compliance deadline of December 21, 2026, after which its shares could be subject to delisting if compliance is not regained.
Kandal M Venture Limited reported revenue of US$17,128,067 for the year ended March 31, 2026, a 0.3% decline from 2025 as leather goods sales were essentially flat. Gross profit fell to US$3,243,017 and gross margin to 18.9%, mainly from additional production supervisors, quality control personnel and higher indirect material and overhead costs.
Income from operations was US$322,220, while sharply lower interest expense helped lift net income 12.4% to US$235,625, or US$0.01 per share. Operating cash flow swung to an outflow of US$(1,884,807) due to higher inventories and receivables and lower payables. An IPO generated net proceeds of US$8,014,981, enabling repayment of US$5,088,600 of borrowings and significant related-party balances. The company ended March 31, 2026 with US$3,583,757 in cash, no bank borrowings, and total equity of US$8,049,264, including US$7,435,512 of share premium. Kandal invested US$2,500,000 in an associate and, on June 16, 2026, secured access to a growth capital facility earmarked for equipment and technology upgrades in Cambodia and the Philippines to support its tech-enabled, multi-country manufacturing platform.
Kandal M Venture Limited, a Cayman Islands holding company listed on Nasdaq through its Class A ordinary shares, files an annual report covering its handbag manufacturing operations conducted in Cambodia via subsidiary FMF Manufacturing Co., Ltd. The reporting currency is U.S. dollars and the fiscal year ends on March 31.
As of March 31, 2026, there were 15,300,000 Class A and 3,000,000 Class B ordinary shares outstanding. Revenue is highly concentrated: one customer accounted for 74.2% of total revenue in the year ended March 31, 2026 and 79.8% in 2025, with only three and four customers, respectively, generating all revenue.
The company highlights extensive risks from operating in Cambodia, including evolving laws, potential foreign exchange controls, labor cost increases, environmental and safety compliance, and protection of factory assets. Additional risks include supply-chain and global shipping disruptions, reliance on dividends from subsidiaries, exposure to global economic conditions and fashion trends, foreign exchange movements, and legal enforceability and governance issues tied to its status as a Cayman-incorporated foreign private issuer and emerging growth company. The company states it currently intends to retain earnings and does not expect to pay dividends in the foreseeable future.
Kandal M Venture Limited has postponed its extraordinary general meeting of shareholders that was originally scheduled for July 9, 2026. The board decided to delay the meeting in order to adjust the proposal that had been outlined in the June 16, 2026 EGM notice.
The company has posted a postponement notice on its corporate website and will also send information about the updated arrangements to shareholders. Any proxy cards already submitted for the July 9 meeting will be disregarded, so shareholders will need to follow new instructions once a revised meeting date and proposals are provided.
Kandal M Venture Limited filed a Form F-3 shelf registration to permit the resale by a selling shareholder of up to 30,769,230 Class A Ordinary Shares, issuable upon conversion of senior convertible promissory notes (the “Notes”).
The Notes were issued under a Securities Purchase Agreement providing for up to $25,000,000 aggregate principal (including two initial closings of $1,000,000 each) and use an assumed conversion price of $0.065 (the floor price of the Second Note). The Company will not receive proceeds from the resale of the Class A Ordinary Shares registered hereunder.
As of July 7, 2026, the prospectus states there were 15,300,000 Class A Ordinary Shares outstanding, and that shares outstanding after giving effect to the registered issuance would be 46,069,230 Class A Ordinary Shares. The Company’s Class A Ordinary Shares trade on Nasdaq under the symbol FMFC.
Kandal M Venture Limited is expanding its previously announced convertible note financing with a second closing. The company issued a new senior unsecured convertible promissory note with an original principal amount of $1,000,000 to an institutional investor under a larger facility of up to $25,000,000.
The new note bears interest at 10% per year, matures on June 5, 2029, and can be converted into Class A ordinary shares at 105% of the principal converted, subject to the agreement terms. Revere Securities LLC acts as exclusive placement agent, earning a 5% placement fee on gross proceeds plus advisory fees of $20,000 at engagement, at the initial closing, and at each additional closing.
Kandal M Venture Limited reports that Nasdaq has granted it an additional 180-day period, until December 21, 2026, to regain compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1 per share for continued listing.
The company previously had until June 22, 2026 to cure the deficiency. If it does not meet the $1 minimum bid price by the new deadline, Nasdaq staff may move to delist its securities, though the company would have the right to appeal to a Hearings Panel. Kandal M Venture Limited states it is evaluating options and intends to regain compliance, but there is no assurance it will do so.