MNDR · Mobile-health Network Solutions Class A Ordinary Shares

The Securities Purchase Agreement represents a transformative financing event for Mobile-health Network Solutions, committing MYR 500 million (approximately USD equivalent based on tranche exchange rates) from a single Purchaser in exchange for a controlling 65% fully diluted equity stake. This staged structure mitigates execution risk by linking share issuances directly to fund receipts, with each tranche triggering issuance of shares calculated at US$14.10 per share within 15 business days via instructions to transfer agent Vstock Transfer, LLC. The fixed pricing provides issuance certainty despite MYR/USD fluctuations at transfer. Proceeds are ringfenced primarily for AI Data Center construction under PP GRID SDN. BHD., signaling strategic expansion into high-growth AI infrastructure. Pre-transaction capitalization shows 3.83 million Class A shares outstanding, underscoring significant dilution to existing holders upon full exercise. Conditions include ongoing representations, Nasdaq listing compliance, and regulatory filings like Form 6-K. No brokers involved, and offering complies with Regulation D for accredited investors, avoiding integration issues with prior offerings.