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.
Positive
None.
Negative
None.
Key Figures
Beneficially owned shares:1,698,111 Class A Ordinary SharesPercent of class:9.9%Ownership blocker threshold:9.99%+1 more
4 metrics
Beneficially owned shares1,698,111 Class A Ordinary SharesApproximate shares issuable within 60 days under senior unsecured convertible debt
Percent of class9.9%Beneficial ownership percentage reported for each reporting person
Ownership blocker threshold9.99%Blocker preventing conversions that would exceed this beneficial ownership level
Shares outstanding baseline15,300,000 sharesIssuer’s Class A Ordinary Shares outstanding as of March 31, 2026 used in calculation
"Amount beneficially owned: JAK FMFC Opportunities I LLC - 1,698,111*"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
senior unsecured convertible debtfinancial
"through the exercise and/or conversion of senior unsecured convertible debt"
Blockerfinancial
"subject to a blocker which prevents the Holding Company from exercising"
Rule 13d-3(d)(1)(i)regulatory
"subject to the Blocker in accordance with Rule 13d-3(d)(1)(i) under the Act"
dispositive powerfinancial
"Shared power to dispose or to direct the disposition of"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
FAQ
What stake in Kandal M Venture Limited (FMFC) is reported in this Schedule 13G?
The reporting group discloses beneficial ownership of 1,698,111 Class A Ordinary Shares, representing 9.9% of the outstanding class, calculated using the issuer’s reported 15,300,000 shares outstanding as of March 31, 2026 plus shares issuable under the convertible debt.
Who are the reporting persons in the FMFC Schedule 13G filing?
The filing lists JAK FMFC Opportunities I LLC, ATW Master Fund V LP, ATW Partners Opportunities Management, LLC, and individuals Kerry Propper and Antonio Ruiz-Gimenez as joint reporting persons, all sharing voting and dispositive power over the same 1,698,111 shares.
How is the 9.9% ownership in FMFC determined for the reporting group?
The 9.9% ownership is calculated under Rule 13d-3(d)(1)(i) using the issuer’s 15,300,000 shares outstanding as of March 31, 2026 plus the approximate number of shares the reporting persons can acquire through their convertible debt, subject to the blocker.
What is the 9.99% Blocker mentioned in the FMFC Schedule 13G?
The Blocker prevents the holding company from converting its senior unsecured convertible debt into Class A Ordinary Shares if, after conversion, it and its affiliates would beneficially own more than 9.99% of the issuer’s outstanding shares.
Do the FMFC Schedule 13G filers claim full beneficial ownership of the reported shares?
No. The filing states that each reporting person may be deemed to share voting and dispositive power but disclaims beneficial ownership of the reported shares except to the extent of any pecuniary interest in them.
How are voting and dispositive powers over FMFC shares allocated among the filers?
Each reporting person reports 0 shares with sole voting or dispositive power and 1,698,111 shares with shared voting and dispositive power, all tied to the same block of Class A Ordinary Shares issuable upon conversion of the convertible debt.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Kandal M Venture Limited
(Name of Issuer)
Class A Ordinary Shares, par value US$0.00001 per share
(Title of Class of Securities)
G5225N100
(CUSIP Number)
06/05/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G5225N100
1
Names of Reporting Persons
JAK FMFC Opportunities I LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,698,111.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,698,111.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,698,111.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
CUSIP Number(s):
G5225N100
1
Names of Reporting Persons
ATW Master Fund V LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,698,111.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,698,111.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,698,111.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
CUSIP Number(s):
G5225N100
1
Names of Reporting Persons
ATW Partners Opportunities Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,698,111.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,698,111.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,698,111.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IA, OO
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
CUSIP Number(s):
G5225N100
1
Names of Reporting Persons
Kerry Propper
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,698,111.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,698,111.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,698,111.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
CUSIP Number(s):
G5225N100
1
Names of Reporting Persons
Antonio Ruiz-Gimenez
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
SPAIN
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,698,111.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,698,111.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,698,111.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Kandal M Venture Limited
(b)
Address of issuer's principal executive offices:
Padachi Village, Prek Ho Commune
Takhmao Town, Kandal Province, Cambodia 00000
Item 2.
(a)
Name of person filing:
JAK FMFC Opportunities I LLC*
ATW Master Fund V LP*
ATW Partners Opportunities Management, LLC*
Kerry Propper*
Antonio Ruiz-Gimenez*
(b)
Address or principal business office or, if none, residence:
1 Pennsylvania Plaza, Suite 4810
New York, New York 10119
(c)
Citizenship:
JAK FMFC Opportunities I LLC - Delaware
ATW Master Fund V LP - Delaware
ATW Partners Opportunities Management, LLC - Delaware
Kerry Propper - United States
Antonio Ruiz-Gimenez - Spain
(d)
Title of class of securities:
Class A Ordinary Shares, par value US$0.00001 per share
(e)
CUSIP Number(s):
G5225N100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
JAK FMFC Opportunities I LLC - 1,698,111*
ATW Master Fund V LP - 1,698,111*
ATW Partners Opportunities Management, LLC - 1,698,111*
Kerry Propper - 1,698,111*
Antonio Ruiz-Gimenez - 1,698,111*
*The Class A Ordinary Shares (the "Shares") reported herein represents the approximate number of Shares which JAK FMFC Opportunities I LLC (the "Holding Company") has the right to acquire within sixty (60) days through the exercise and/or conversion of senior unsecured convertible debt ("Convertible Debt") issued by Kandal M Venture Limited (the "Issuer"). The Holding Company is wholly owned by the private fund, ATW Master Fund V LP (the "Fund"). ATW Partners Opportunities Management, LLC (the "Adviser") serves as the investment manager to the Fund. Antonio Ruiz-Gimenez and Kerry Propper are control persons of the Adviser (the "Control Persons," and collectively with the Holding Company, the Fund, and the Adviser, the "Reporting Persons"). By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the Holding Company.
The Holding Company's Convertible Debt is subject to a blocker which prevents the Holding Company from exercising and/or converting its Convertible Debt into Shares to the extent that, upon such exercise or conversion, the Holding Company, together with its affiliates would beneficially own in excess of 9.99% of the Shares outstanding as a result of such exercise or conversion (the "Blocker").
As such, the percent of class reported herein gives effect to the Blocker and is based upon a statement in the Issuer's Form 20-F filed on July 30, 2026 that there were 15,300,000 Shares outstanding as of March 31, 2026 plus the approximate total number of Shares that the Reporting Persons can acquire upon the conversion and/or exercise of its Convertible Debt subject to the Blocker in accordance with Rule 13d-3(d)(1)(i) under the Act.
This Schedule 13G shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Person's pecuniary interest, if any, therein.
(b)
Percent of class:
JAK FMFC Opportunities I LLC - 9.9%
ATW Master Fund V LP - 9.9%
ATW Partners Opportunities Management, LLC - 9.9%
Kerry Propper - 9.9%
Antonio Ruiz-Gimenez - 9.9%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
JAK FMFC Opportunities I LLC - 0
ATW Master Fund V LP - 0
ATW Partners Opportunities Management, LLC - 0
Kerry Propper - 0
Antonio Ruiz-Gimenez - 0
(ii) Shared power to vote or to direct the vote:
JAK FMFC Opportunities I LLC - 1,698,111*
ATW Master Fund V LP - 1,698,111*
ATW Partners Opportunities Management, LLC - 1,698,111*
Kerry Propper - 1,698,111*
Antonio Ruiz-Gimenez - 1,698,111*
(iii) Sole power to dispose or to direct the disposition of:
JAK FMFC Opportunities I LLC - 0
ATW Master Fund V LP - 0
ATW Partners Opportunities Management, LLC - 0
Kerry Propper - 0
Antonio Ruiz-Gimenez - 0
(iv) Shared power to dispose or to direct the disposition of:
JAK FMFC Opportunities I LLC - 1,698,111*
ATW Master Fund V LP - 1,698,111*
ATW Partners Opportunities Management, LLC - 1,698,111*
Kerry Propper - 1,698,111*
Antonio Ruiz-Gimenez - 1,698,111*
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
JAK FMFC Opportunities I LLC
Signature:
/s/ Kerry Propper
Name/Title:
Kerry Propper, a Managing Member of its Manager
Date:
08/13/2026
ATW Master Fund V LP
Signature:
/s/ Kerry Propper
Name/Title:
Kerry Propper, a Managing Member of the General Partner
