Kandal M Venture Ltd. announced a proposed 1-for-40 consolidation of its Class A and Class B ordinary shares. Class A shares are scheduled to begin trading on a post-consolidation basis on October 13, 2026, on the Nasdaq Capital Market under the same symbol, FMFC. The company states that every 40 issued and outstanding ordinary shares will become one share and that fractional shares will be rounded up.
As of the announcement, 16,694,940 Class A and 3,000,000 Class B ordinary shares were issued and outstanding. Assuming no further change, the post-consolidation counts are 417,374 Class A and 75,000 Class B shares. The company says the consolidation is intended to enable it to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its listing. Shareholder percentages will not change except for adjustments that may result from fractional-share treatment. The board approved the consolidation on August 28, 2026, and shareholders approved it on September 22, 2026.
Kandal M Venture Ltd (FMFC) shareholders approved a 40-for-1 share consolidation covering issued and unissued Class A and Class B shares. The board will determine the effective date, which must be no later than October 13, 2026. Each 40 shares with a par value of US$0.00001 will become one share with a par value of US$0.0004. Authorized share capital remains US$50,000, while the authorized share count changes from 5,000,000,000 to 125,000,000. Fractional consolidated shares will not be issued; where permitted, the company is authorized to round up fractional entitlements so each shareholder receives one consolidated share in lieu of a fraction. A total of 68,279,730 votes, approximately 90.68% of votes exercisable as of August 27, 2026, were represented at the meeting.
Kandal M Venture Limited (FMFC), through its wholly owned subsidiary Padachi M Venture Limited, entered into an agreement under which Dumaine issued $2.5 million in aggregate principal amount of newly issued senior unsecured convertible bonds. The bonds bear interest at 6% per annum, payable semi-annually in cash, and are due on the five-year anniversary of issuance unless earlier converted or repaid.
On September 25, 2026, Padachi M, Mr. Miao Duncan and Mr. Miao Tai Wai, David entered into a termination notice by mutual consent concerning Padachi M’s earlier agreement to acquire 15% of Dumaine. The Second Agreement was terminated by mutual consent effective June 8, 2026. Amounts paid or deposits made by Padachi M to the two individuals under that agreement before September 25, 2026 are to be transferred to Dumaine and applied, set off, or otherwise treated as provided by Padachi M to Dumaine under the bond agreement. As of September 25, 2026, Dumaine’s issued share capital was owned 15% by Padachi M, 38.25% by Mr. Miao Duncan and 46.75% by Mr. Miao Tai Wai, David. Mr. Miao Duncan is Kandal M Venture’s director and chairman. The transactions were identified as a related-party transaction and approved by the board and audit committee.
Kandal M Venture Limited (FMFC) is convening an extraordinary general meeting on September 22, 2026 to seek shareholder approval for a 1‑for‑40 share consolidation of both its Class A and Class B ordinary shares, effective October 13, 2026 (Eastern time and date), if approved.
The proposal would change authorized share capital from US$50,000 divided into 5,000,000,000 shares of US$0.00001 each to US$50,000 divided into 125,000,000 shares of US$0.0004 each, with the same class A and B proportions. Fractional shares will be rounded up so each shareholder receives at least one consolidated share. The company states this action is intended to increase the per‑share price and help regain compliance with Nasdaq Listing Rule 5550(a)(2) on the US$1.00 minimum bid price, after receiving an additional compliance period until December 21, 2026.
Kandal M Venture Limited (FMFC) reported a third closing under its previously announced securities purchase agreement with an institutional investor, issuing a senior unsecured convertible promissory note with original principal of $750,000. This Third Note carries an initial conversion price of $0.278 per Class A Ordinary Share and matures on September 1, 2029.
The company estimates that related-party acquisitions are being explored under two non-binding letters of intent: an intellectual property portfolio for $2–3 million and 100% of MC Venture Ltd. for $1–2 million, each payable in newly issued Class A Ordinary Shares and subject to independent valuation, special committee approval, due diligence, and definitive agreements. The board also approved preparation of a 2026 Equity Incentive Plan and reserved 3,660,000 authorized but unissued Class A Ordinary Shares for future awards.
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.