KARO (KARO) holder builds stake via founder shares and loan conversion

Rhea-AI Filing Summary

KARO Resources has a holder preparing to resell ordinary shares listed on Nasdaq, with DBS Bank Limited identified in connection with the ordinary share line item. The disclosure outlines how the current position in KARO ordinary shares was built over time through several transactions.

The holder initially acquired 1,000 ordinary shares on May 19, 2018 as founder shares upon incorporation, at which time it was the sole shareholder owning 100% of the issued shares. On November 18, 2020, a further 20,331,894 ordinary shares were acquired through the conversion of a shareholder loan from IJ Calisto to KARO, following which the same holder remained the sole shareholder with 100% of the issued shares. On April 21, 2021, an additional 86,400 ordinary shares were acquired from the issuer pursuant to a scheme in terms of South African law and a concurrent reinvestment in KARO, as described in Note 1 referenced in the disclosure.

Key Figures

Founder shares acquired: 1,000 shares Shares from loan conversion: 20,331,894 shares Shares from South African law scheme: 86,400 shares +1 more

4 metrics

Founder shares acquired 1,000 shares Ordinary shares subscribed for on May 19, 2018 upon incorporation; sole shareholder owned 100% of issued shares

Shares from loan conversion 20,331,894 shares Ordinary shares acquired November 18, 2020 via conversion of a shareholder loan from IJ Calisto

Shares from South African law scheme 86,400 shares Ordinary shares acquired April 21, 2021 pursuant to a scheme in terms of South African law and concurrent reinvestment in KARO

Planned sale date reference 07/23/2026 Date associated with KARO ordinary shares line item traded on Nasdaq in the Form 144-related disclosure

Key Terms

founder shares, conversion of a shareholder loan, scheme in terms of South African law, Form 144

4 terms

founder shares financial

"Initial issue of founder shares Ordinary | 05/19/2018 | Initial issue of founder shares"

Founder shares are the ownership stakes given to the people who start a company, often with extra voting power or protections compared with ordinary shares. For investors, they matter because founders’ control and incentives influence decisions about strategy, hiring, and whether the company sells or stays independent — like a family that keeps majority voting rights in a household decision. High founder ownership can mean stable leadership but also a risk that outside shareholders have less influence.

conversion of a shareholder loan financial

"Acquired pursuant to the conversion of a shareholder loan from IJ Calisto to the Issuer"

scheme in terms of South African law regulatory

"Issuer, pursuant to a scheme in terms of South African law and concurrent reinvestment in KARO"

Form 144 regulatory

"144: Securities Information Ordinary | DBS Bank Limited ... 144: Securities To Be Sold"

Form 144 is a document that investors must file with the government when they plan to sell a large number of shares of a company's stock. It helps ensure transparency so everyone knows how many shares are being sold and when, which can impact the stock's price.

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Available on EDGAR 07/23/2026 - 11:43 AM Accepted by SEC EDGAR 07/23/2026 - 11:42 AM Learn about SEC filing dates

FAQ

What class of securities in KARO is referenced in this Form 144-related disclosure?

The disclosure concerns ordinary shares of KARO, which are identified as being listed on Nasdaq. It describes how a holder accumulated its position in these ordinary shares through several transactions dating from 2018 to 2021.

How many KARO founder shares were originally issued to the sole shareholder?

On May 19, 2018, the sole shareholder received 1,000 ordinary founder shares in KARO. At that time, this holder owned 100% of the issued shares of the company, reflecting the initial capitalization at incorporation.

What was the size of the KARO share acquisition via shareholder loan conversion?

On November 18, 2020, the holder acquired 20,331,894 ordinary shares in KARO through conversion of a shareholder loan from IJ Calisto. After this transaction, the same holder remained the sole shareholder with 100% of the issued shares.

What transaction on April 21, 2021 affected KARO ordinary share ownership?

On April 21, 2021, the holder acquired an additional 86,400 ordinary shares from KARO. This occurred pursuant to a scheme in terms of South African law combined with a concurrent reinvestment in KARO, as referenced in Note 1.

What role does DBS Bank Limited play in relation to KARO’s ordinary shares?

The ordinary share line identifies DBS Bank Limited with its address and notes the shares are traded on Nasdaq. The disclosure links DBS Bank Limited to the ordinary shares but details of its specific functional role are not further described.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Ordinary	DBS Bank Limited 12 Marina Boulevard Marina Bay Financial Centre, Tower 3 U0 018982	417958	26331354.00	30893300	07/23/2026	Nasdaq

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Ordinary	05/19/2018	Subscription for shares pursuant to incorporation of the Issuer on May 19, 2018. Sole shareholder owning 100% of the issued shares.	Issuer			1000	05/19/2018	Initial issue of founder shares
Ordinary	11/18/2020	Acquired pursuant to the conversion of a shareholder loan from IJ Calisto to the Issuer on November 18, 2021. Remained the sole shareholder, owning 100% of the issued shares.	Issuer			20331894	11/18/2020	See "Nature of acquisition transaction"
Ordinary	04/21/2021	See Note 1 below	Issuer, pursuant to a scheme in terms of South African law and concurrent reinvestment in KARO			86400	04/21/2021	See Note 1 on "Nature of Acquisition Transaction"

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)