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Notification of the resolution of the Board of Directors Meeting No. 8/2025, increase of registered capital, list of acquisition and disposal of assets (revised 1)

The Stock Exchange of Thailand·12/08/2025 12:48:17
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Schedule of Shareholders' meeting Subject : Schedule of Extra-General Meeting of Shareholders Date of Board resolution : 12-Nov-2025 Shareholder's meeting date : 29-Dec-2025 Beginning time of meeting (hh:mm) : 13 : 00 Record date for the right to attend the : 28-Nov-2025 meeting Ex-meeting date : 27-Nov-2025 Significant agenda item : - Capital increase - Acquisition and disposition of assets - The issuance of convertible securities Venue of the meeting : Via electronic media Agenda Item : 1 Agenda Detail : To consider of approval of the minutes of the 2025 Annual General Meeting of Shareholders Type : To Consider and approve Board's Resolution : It is deemed appropriate to present the minutes of the 2025 Annual General Meeting of Shareholders to the shareholders' meeting for consideration and approval. Agenda Item : 2 Agenda Detail : To consider and approve the change of the Company's name, logo and corporate seal. Type : To Consider and approve Board's Resolution : It is deemed appropriate to propose to the shareholders' meeting for consideration and approval of the change of the company name, securities abbreviation, logo and company seal. Agenda Item : 3 Agenda Detail : To consider and approve the amendment of Clause 1 of the Company's memorandum of association regarding the Company's name. Type : To Consider and approve Board's Resolution : It is deemed appropriate to propose to the shareholders' meeting for consideration and approval of the amendment of the Company's Memorandum of Association, Section 1, regarding the Company's name. Agenda Item : 4 Agenda Detail : To consider and approve the amendment of the Company's Articles of Association to align with the changes to the Company's name and corporate seal. Type : To Consider and approve Board's Resolution : It is deemed appropriate to propose to the shareholders' meeting for consideration and approval of amendments to the Company's regulations to be consistent with the change of the Company's name and seal. Agenda Item : 5 Agenda Detail : To consider and approve the acquisition of ordinary shares of Multita Co., Ltd. by way of Entire Business Transfer (EBT) and share purchase, which constitutes the acquisition of another company's business under Section 107 of the Public Limited Companies Act B.E. 2535 (1992) (as amended). Type : To Consider and approve Board's Resolution : It is deemed appropriate to present to the shareholders' meeting for consideration and approval of the purchase of common shares of Multita Company Limited by means of transferring the entire business to each other (Entire Business Transfer or EBT) and by means of stock trading, which is the purchase or acceptance of the transfer of the business of another company to the Company, in accordance with Section 107 of the Public Limited Companies Act B.E. 2535 (including any amendments). Agenda Item : 6 Agenda Detail : To consider and approve the acquisition of ordinary shares of Learn Rocket Co., Ltd. by way of Entire Business Transfer (EBT) and share purchase, which constitutes the acquisition of another company's business under Section 107 of the Public Limited Companies Act B.E. 2535 (1992) (as amended). Type : To Consider and approve Board's Resolution : It is deemed appropriate to propose to the shareholders' meeting for consideration and approval of the purchase of common shares of Learn Rocket Company Limited by means of transferring the entire business to each other (Entire Business Transfer or EBT) and by means of stock trading, which is the purchase or acceptance of the transfer of the business of another company to the Company, in accordance with Section 107 of the Public Limited Companies Act B.E. 2535 (including any amendments). Agenda Item : 7 Agenda Detail : To consider and approve the disposal of all ordinary shares of Liberator Holding Co., Ltd. Type : To Consider and approve Board's Resolution : It is deemed appropriate to propose to the shareholders' meeting for consideration and approval of the sale of all common shares of Liberator Holding Company Limited. Agenda Item : 8 Agenda Detail : To consider and approve the reduction of the Company's registered capital and the amendment to Clause 4 of the Memorandum of Association to align with the capital reduction. Type : To Consider and approve Board's Resolution : It is deemed appropriate to propose to the shareholders' meeting for consideration and approval of the reduction of the Company's registered capital and amendment to Article 4 of the Memorandum of Association to be consistent with the reduction of the Company's registered capital. Agenda Item : 9 Agenda Detail : To consider and approve the increase of the Company's registered capital and the amendment to Article 4 of the Memorandum of Association to align with the capital increase. Type : To Consider and approve Board's Resolution : It is deemed appropriate to propose to the shareholders' meeting for consideration and approval of the increase in the registered capital of the Company and amendment to the Memorandum of Association, Section 4, to be consistent with the increase in the registered capital of the Company. Agenda Item : 10 Agenda Detail : To consider and approve the allocation of newly issued ordinary shares of the Company to (a) accommodate the issuance and offering of newly issued ordinary shares through private placement in the amount of 25,000,000,000 shares with a par value of THB 1.00 per share; and (b) accommodate the exercise of rights under the warrants to purchase the Company's ordinary shares, Series 8 (SPTX-W8), in the amount of 52,161,220,385 shares with a par value of THB 1.00 per share. Type : To Consider and approve Board's Resolution : It is deemed appropriate to propose to the shareholders' meeting for consideration of the allocation of additional common shares of the Company. Agenda Item : 11 Agenda Detail : To consider and approve the issuance of the warrants to purchase the ordinary shares of SPT X Public Company Limited, Series 8 (SPTX-W8), to be allocated to the Company's shareholders in proportion to their shareholding (Right Offering). Type : To Consider and approve Board's Resolution : It is deemed appropriate to propose to the shareholders' meeting to consider and approve the issuance of warrants to purchase ordinary shares of SPT X Public Company Limited No. 8, allocated to the company's shareholders in proportion to their shareholding (Right Offering). Agenda Item : 12 Agenda Detail : To consider other matters (if any). Type : To Consider and approve Agenda Item : 13 Agenda Detail : To consider the approval for issuance of convertible securities Type : To Consider and approve ______________________________________________________________________ Increasing Capital Subject : Specifying the purpose of utilizing proceeds Date of Board resolution : 12-Nov-2025 Number of additional common shares : 77,161,220,385 (shares) Total of additional shares (shares) : 77,161,220,385 Par value (baht per share) : 1.00 Type of allocated securities : Common shares Allocated to : Private placement (PP) Person(s) receiving allotment(s) : Vimaya Corp Co., Ltd. Number of allotted shares (shares) : 13,000,000,000 % of Paid Up Capital after capital : 6.23 increase Subscription price (baht per share) : 0.01 Allocated to : Private placement (PP) Person(s) receiving allotment(s) : Multita Holding Co., Ltd. Number of allotted shares (shares) : 11,999,647,059 % of Paid Up Capital after capital : 5.75 increase Subscription price (baht per share) : 0.01 Allocated to : Private placement (PP) Person(s) receiving allotment(s) : Mr.Teerasarn Panpattanakun Number of allotted shares (shares) : 352,941 % of Paid Up Capital after capital : 0.00 increase Subscription price (baht per share) : 0.01 Subscription period : From 29-Dec-2025 to 31-Jan-2026 Total shares allocated to Private : 25,000,000,000 Placement (Shares) Allocated to : Reserved shares for the exercise of convertible securities Number of allotted shares (shares) : 52,161,220,385 ______________________________________________________________________ Issued Convertible Securities Subject : Issued convertible securities Date of Board resolution : 12-Nov-2025 Type of allocated securities : Warrants Allocate to : All common shares' shareholders Number of allotted warrants (units) : 52,161,220,385 Reserved shares for the exercise of : Common shares warrants Number of additional shares (shares) : 52,161,220,385 Ratio (Existing shares : Warrant) : 4.00 : 1.00 Offering price (baht per unit) : 0.00 Description of warrants Warrant Symbol : SPTX-W8 Name of warrant : Warrant to purchase common shares of SPT X Public Company Limited No. 8 Exercise ratio (warrant : share) : 1.00 : 1.00 Exercise price (baht per share) : 0.012 Term of warrants : 2 years from the date of issuance of SPTX-W8 warrants Remark : The XR date will be determined after the PP shareholders have paid for the additional shares. The number of SPTR-W8 shares has been issued to existing shareholders and includes PP shareholders who have already paid for the shares. ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement. If you would like to see the full details of this information, please click view "full details" in attached file.