Kandal M Venture (FMFC) arranges up to $25M senior unsecured convertible notes

Rhea-AI Filing Summary

Kandal M Venture Limited entered a securities purchase agreement with an institutional investor for up to $25,000,000 in senior unsecured convertible promissory notes. An initial note of $1,000,000 closed on June 5, 2026. The notes bear interest at 10% annually, rising to 18% upon an event of default, and mature three years after issuance unless earlier converted, redeemed or extended.

The notes are convertible at any time after issuance into Class A ordinary shares at 105% of the principal converted, subject to a 9.99% Beneficial Ownership Limitation. Kandal M Venture engaged Revere Securities LLC as exclusive placement agent, agreeing to a 5% placement fee on gross proceeds, fixed advisory fees, and additional expense allowances in connection with each tranche of the offering.

Insights

Capital structure and credit analyst

Kandal M Venture arranged up to $25M in convertible note financing with structured fees and investor protections.

Kandal M Venture Limited put in place an offering of senior unsecured convertible notes with aggregate principal of up to $25,000,000, beginning with a $1,000,000 initial closing on June 5, 2026. The notes carry a base interest rate of 10% and a three-year maturity profile, providing a defined debt timeline.

The notes are convertible into Class A ordinary shares at 105% of principal converted, with a 9.99% Beneficial Ownership Limitation that caps any holder’s post-conversion stake. This cap, together with customary covenants and default triggers that lift interest to 18%, shapes both downside protection for the investor and constraints on future senior indebtedness.

Revere Securities LLC acts as exclusive placement agent, earning a 5% fee on gross proceeds, advisory fees of $20,000 at specified milestones, a one-time fee and expense cap of $40,000, plus an additional 1% of gross proceeds per tranche as non-accountable expenses. Subsequent closings and any further note issuances will be detailed in later company disclosures.

Key Figures

Maximum note principal: $25,000,000 Initial note principal: $1,000,000 Base interest rate: 10% per annum +5 more

8 metrics

Maximum note principal $25,000,000 Aggregate original principal amount of notes under securities purchase agreement

Initial note principal $1,000,000 Initial closing note issued and sold on June 5, 2026

Base interest rate 10% per annum Interest rate on outstanding notes before any event of default

Default interest rate 18% per annum Interest rate after an Event of Default under the notes

Maturity term 3 years Notes mature on the third anniversary of their issuance dates

Conversion basis 105% of principal converted Rate at which principal is converted into Class A Ordinary Shares

Placement fee 5% of gross proceeds Fee payable to Revere Securities LLC on each tranche of the offering

Non-accountable expenses 1% of gross proceeds Additional compensation to placement agent per tranche of the offering

Key Terms

senior unsecured convertible promissory notes, Beneficial Ownership Limitation, registration rights agreement, Regulation D, +2 more

6 terms

senior unsecured convertible promissory notes financial

"a new series of senior unsecured convertible promissory notes of the Company (the “Notes”)"

A senior unsecured convertible promissory note is a written IOU from a company that ranks high among its creditors (senior), is not backed by specific assets (unsecured), and can be converted into the company’s shares under set terms (convertible). Investors watch these because they create a lender’s claim on cash flows and repayment priority while also carrying the risk of diluting existing shareholders if converted, affecting both credit exposure and ownership stakes.

Beneficial Ownership Limitation financial

"would beneficially own in excess of 9.99% of the Class A Ordinary Shares outstanding... (the “Beneficial Ownership Limitation”)"

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.

registration rights agreement financial

"entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to provide certain registration rights"

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.

Regulation D regulatory

"Rule 506(b) of Regulation D as promulgated by the under the Securities Act"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

placement agency agreement financial

"entered into a placement agency agreement (the “Placement Agency Agreement”) with Revere Securities LLC"

senior unsecured financial

"a new series of senior unsecured convertible promissory notes of the Company"

Senior unsecured is a type of loan or bond that has priority over other unsecured obligations for repayment if a company runs into financial trouble, but it is not backed by specific assets as collateral. Think of it as being near the front of a line to get paid, but without a pledged item to seize if the borrower defaults; that higher repayment priority typically makes it less risky than subordinated debt but more risky than secured debt, which influences the interest rate investors demand.

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 06/08/2026 - 10:43 AM Accepted by SEC EDGAR 06/08/2026 - 10:43 AM Learn about SEC filing dates

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 June 2026

Commission File Number: 001-42715

KANDAL M VENTURE LIMITED

(Registrant’s Name)

Padachi Village, Prek Ho Commune, Takhmao Town, Kandal Province, Kingdom of Cambodia

(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 ☐

Entry into Securities Purchase Agreement

On June 5, 2026, Kandal M Venture Limited (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with a certain institutional investor (the “Investor”) whereby the Company agreed to issue and sell a new series of senior unsecured convertible promissory notes of the Company (the “Notes”), in the aggregate original principal amount of up to $25,000,000, which Notes shall be convertible into the Company’s Class A Ordinary Shares, par value $0.00001 per share (the “Class A Ordinary Shares”), in accordance with the terms therein (the “Offering”). The Initial Closing (as defined in the Securities Purchase Agreement) occurred on June 5, 2026, whereby the Company issued and sold to the Investor an initial note in the aggregate original principal amount of $1,000,000.

The Notes bear interest at a rate of 10% per annum, subject to adjustment from time to time. The Notes are convertible, in whole or in part, at any time after issuance, into Class A Ordinary Shares at 105% of the principal converted, subject to the terms therein. Unless earlier converted, redeemed or extended, the Notes will mature on the third anniversary of their respective issuance dates. 

The Initial Note contains, and any other Notes will contain, customary affirmative and negative covenants, including certain limitations on issuance of indebtedness senior to the Notes, restriction on payment of cash dividends, asset transfers and changes in the business and transactions with affiliates. The Initial Note also contains, and any other Notes will contain, standard and customary events of default. The interest rate of any outstanding Notes will increase to an annual rate of 18.0% upon the occurrence of an Event of Default (as defined in the Notes).

A Note holder will not have the right to convert any portion of a Note, to the extent that, after giving effect to such conversion, the holder (together with certain of its affiliates and other related parties) would beneficially own in excess of 9.99% of the Class A Ordinary Shares outstanding immediately after giving effect to such conversion (the “Beneficial Ownership Limitation”). However, a Note holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the Class A Ordinary Shares outstanding immediately after giving effect to such conversion. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

In connection with the Offering, the Company and the Investor also entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to provide certain registration rights with respect to the Registrable Securities as defined therein.

The offer, issuance and sale of the Notes and the Class A Ordinary Shares issuable upon conversion of the Notes was made in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(b) of Regulation D as promulgated by the United States Securities and Exchange Commission under the Securities Act.

Entry into Placement Agency Agreement

On June 5, 2026, the Company also entered into a placement agency agreement (the “Placement Agency Agreement”) with Revere Securities LLC (the “Placement Agent”), pursuant to which the Placement Agent served as the exclusive placement agent in connection with the Offering.

The Company agreed to pay the Placement Agent, a placement fee (the “Placement Fee”) equal to five percent (5%) of the aggregate gross proceeds received by the Company from the sale of the Notes at each closing of the Offering. In addition to the Placement Fee, the Company agreed to pay an advisory fee of $20,000 upon signing of engagement letter with the Placement Agent, $20,000 upon the Initial Closing, and $20,000 upon each subsequent Closing, if any.

The Company shall be responsible for all expenses relating to each tranche of the Offering, and a one-time maximum of $40,000 for fees and expenses, including road show, due diligence and reasonable legal fees and disbursements for the Placement Agent’s counsel, less any amounts previously paid by or on behalf of the Company toward such fees and expenses. Additionally, 1% of the gross proceeds raised in each tranche of the Offering shall be provided to the Placement Agent for non-accountable expenses.

The Securities Purchase Agreement and the Placement Agency Agreement contain customary representations, warranties, and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties, and termination provisions. The representations, warranties and covenants contained therein were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties thereto, and may be subject to limitations agreed upon by the contracting parties.

The foregoing descriptions of the Securities Purchase Agreement, the Notes, the Registration Rights Agreement and the Placement Agency Agreement are not intended to be complete and are qualified in their entirety by reference to the full text of the applicable agreements, forms of which are attached hereto as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4 and are incorporated herein by reference.

1 

Exhibit Index

Exhibit Number		Description
10.1		Form of Securities Purchase Agreement
10.2		Form of Senior Convertible Notes
10.3		Form of Registration Rights Agreement
10.4		Form of Placement Agency Agreement

2 

SIGNATURES

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.

	KANDAL M VENTURE LIMITED
Date: June 8, 2026	By:	/s/ Duncan Miao
	Name:	Duncan Miao
	Title:	Chairman of the Board of Directors

3 

FAQ

What financing agreement did Kandal M Venture Limited (FMFC) enter into on June 5, 2026?

Kandal M Venture Limited entered a securities purchase agreement with an institutional investor for senior unsecured convertible promissory notes of up to $25,000,000 in aggregate principal. An initial $1,000,000 note was issued and sold at the first closing on June 5, 2026 under this arrangement.

What are the key interest and maturity terms of Kandal M Venture Limited’s new convertible notes?

The notes bear interest at 10% per annum, increasing to 18% if an event of default occurs. Unless earlier converted, redeemed or extended, each note matures on the third anniversary of its issuance date, giving a three-year term for repayment or conversion into Class A ordinary shares.

How are Kandal M Venture Limited’s convertible notes converted into Class A Ordinary Shares?

The notes are convertible, in whole or in part, at any time after issuance into Class A Ordinary Shares at 105% of the principal converted. Conversions are subject to a Beneficial Ownership Limitation that prevents any holder from exceeding 9.99% ownership immediately after conversion.

What is the 9.99% Beneficial Ownership Limitation in Kandal M Venture Limited’s note financing?

The Beneficial Ownership Limitation prevents a note holder, together with certain affiliates and related parties, from converting notes if it would result in beneficially owning more than 9.99% of outstanding Class A Ordinary Shares. Holders can adjust this limit by notice, but it cannot exceed 9.99% after conversion.

What compensation will Revere Securities LLC receive in Kandal M Venture Limited’s offering?

Revere Securities LLC, as exclusive placement agent, earns a 5% placement fee on aggregate gross proceeds from each closing. It also receives $20,000 advisory fees at specified milestones, up to $40,000 for certain expenses, and an additional 1% of gross proceeds per tranche as non-accountable expenses.

How were Kandal M Venture Limited’s notes and related share issuances structured under U.S. securities laws?

The offer, issuance and sale of the notes and the Class A Ordinary Shares issuable upon conversion were conducted in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D, targeting institutional rather than public investors.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT 383.3 KB
• EX-10.2 FORM OF SENIOR CONVERTIBLE NOTES 293.6 KB
• EX-10.3 FORM OF REGISTRATION RIGHTS AGREEMENT 169.6 KB
• EX-10.4 FORM OF PLACEMENT AGENCY AGREEMENT 81.6 KB