Kandal M Venture (FMFC) issues second $1,000,000 10% convertible note

Rhea-AI Filing Summary

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.

Insights

Capital structure analyst

Kandal M Venture adds a second $1,000,000 convertible note under a larger $25,000,000 facility.

Kandal M Venture Limited is using senior unsecured convertible notes to access up to $25,000,000 of financing, with the second note adding another $1,000,000. The instrument pays 10% annual interest and can convert into Class A ordinary shares at 105% of principal converted.

This structure mixes debt and potential future equity, shifting the eventual impact toward dilution if conversion occurs. Placement costs include a 5% fee on gross proceeds and repeated $20,000 advisory payments at each closing, which modestly reduce net cash received relative to headline principal.

Key Figures

Total note facility: $25,000,000 Initial note principal: $1,000,000 Second note principal: $1,000,000 +4 more

7 metrics

Total note facility $25,000,000 Aggregate original principal amount of notes available under the Securities Purchase Agreement

Initial note principal $1,000,000 Original principal amount issued at the Initial Closing on June 5, 2026

Second note principal $1,000,000 Original principal amount of the Second Note issued at the Second Closing on June 25, 2026

Interest rate 10% per annum Annual interest rate on the Second Note, subject to adjustment

Note maturity June 5, 2029 Maturity date of the Second Note

Placement fee 5% of gross proceeds Fee payable to the placement agent on aggregate gross proceeds at each closing

Advisory fee per milestone $20,000 Advisory fee payable at engagement, initial closing, and each subsequent closing

Key Terms

senior unsecured convertible promissory notes, Registration Rights Agreement, Placement Agency Agreement, Section 4(a)(2) of the Securities Act of 1933, +1 more

5 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.

Registration Rights Agreement regulatory

"the Company and the Investor also entered into a registration rights agreement (the “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.

Placement Agency Agreement financial

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

Section 4(a)(2) of the Securities Act of 1933 regulatory

"in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended"

Rule 506(b) of Regulation D regulatory

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

Rule 506(b) of Regulation D is a set of rules that allows companies to raise money from investors without having to register with the government, as long as they follow certain guidelines. It lets companies offer securities to a limited number of investors, often trusted or experienced ones, making it easier and quicker to raise funds compared to traditional methods. This rule matters to investors because it provides access to private investment opportunities that are generally less regulated but still require careful consideration.

FAQ

What financing did Kandal M Venture Limited (FMFC) add in this Form 6-K?

Kandal M Venture added a second senior unsecured convertible promissory note with original principal of $1,000,000. This note is part of a broader facility allowing up to $25,000,000 of such notes to be issued to an institutional investor.

What are the key terms of Kandal M Venture Limited’s second convertible note?

The second note has original principal of $1,000,000, bears interest at 10% per annum (subject to adjustment), and matures on June 5, 2029. It is convertible into Class A ordinary shares at 105% of the principal amount converted, under agreed conditions.

How can the new Kandal M Venture Limited (FMFC) note convert into equity?

The second note is convertible, in whole or in part, at any time after issuance. It converts into Class A ordinary shares at 105% of the principal converted, meaning the conversion value is set at a 5% premium to the principal amount applied.

What fees does Kandal M Venture Limited owe the placement agent for this offering?

Kandal M Venture agreed to pay Revere Securities LLC a placement fee equal to 5% of aggregate gross proceeds from each closing. It also pays advisory fees of $20,000 at engagement, $20,000 at the initial closing, and $20,000 at each subsequent closing.

Under what securities law exemptions was the Kandal M Venture (FMFC) note issued?

The offer, issuance and sale of the second note and related Class A ordinary shares relied on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D, which allow private placements to qualifying investors.

What agreements support Kandal M Venture Limited’s convertible note offering?

The structure relies on a Securities Purchase Agreement, the form of senior convertible notes, a Registration Rights Agreement for certain registrable securities, and a Placement Agency Agreement. Each form of agreement is referenced as an exhibit and incorporated by reference.

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

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

Available on EDGAR 06/29/2026 - 07:15 AM Accepted by SEC EDGAR 06/29/2026 - 07:15 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 Material Agreement

As previously disclosed, 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. 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.

It was also previously disclosed that 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 Second Closing of the Securities Purchase Agreement (as defined therein) occurred on June 25, 2026, whereby the Company issued and sold to the Investor a second note in the aggregate original principal amount of $1,000,000 (the “Second Note”). The Second Note bears interest at a rate of 10% per annum (subject to adjustment therein), and matures on June 5, 2029. The Second Note is 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.

The offer, issuance and sale of the Second Note and the Class A Ordinary Shares issuable upon conversion of the Second Note 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.

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.

Exhibit Index

Exhibit Number		Description
10.1		Form of Securities Purchase Agreement (incorporated by reference to exhibit 10.1 of our Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on June 8, 2026).
10.2		Form of Senior Convertible Notes (incorporated by reference to exhibit 10.2 of our Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on June 8, 2026).
10.3		Form of Registration Rights Agreement (incorporated by reference to exhibit 10.3 of our Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on June 8, 2026).
10.4		Form of Placement Agency Agreement (incorporated by reference to exhibit 10.4 of our Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on June 8, 2026).

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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 29, 2026	By:	/s/ Duncan Miao
	Name:	Duncan Miao
	Title:	Chairman of the Board of Directors

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