SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)

Jul 23, 2024

2. SEC Identification Number

A199908874

3. BIR Tax Identification No.

202955796

4. Exact name of issuer as specified in its charter

DFNN Inc.

5. Province, country or other jurisdiction of incorporation

Metro Manila, Philippines

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

L2-L5 14th Floor, Philippine Stock Exchange Tower, 5th Ave. cor. 28th St., BGC, Taguig City, Metro Manila, Philippines Postal Code 1634

8. Issuer's telephone number, including area code

(632) 8396 5370

9. Former name or former address, if changed since last report

N/A

10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA

Title of Each Class	Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common	384,277,008

11. Indicate the item numbers reported herein

N/A

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

DFNN, Inc.DFNN

PSE Disclosure Form 4-11 - Change in Number of Issued and Outstanding Shares References: Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure
Change in the Number if Issued and Outstanding Shares of DFNN, Inc.
Background/Description of the Disclosure
Increase in the number of issued and outstanding shares of DFNN, Inc. On March 15, 2024, the DFNN Board of Directors approved raising up to PhP 450M through private placements to pay existing debts, expand into cybersecurity and AI, and cover taxes and fees for issuing and listing new shares. On April 8, 2024, Subscription Agreements for 149,142,000 shares were executed, and this was approved by the Shareholders at the May 17, 2024 Annual Stockholder’s Meeting. Out of the 149,142,000 shares approved by the shareholders, the 59,657,000 newly issued common shares on June 28, 2024, come from the First Tranche of the Subscription Agreements, which was initially paid by Nautilus International Management Corp. and Asia Defense and Armament Corporation, thus activating the issuance of the shares as follows: 1. Nautilus International Management Corp. for 23,863,000 common shares to be issued out of the Issuer’s remaining unissued authorized capital stock; and 2. Asia Defense and Armament Corporation for 35,794,000 common shares to be issued out of the Issuer’s remaining unissued authorized capital stock Hence, the increase in the outstanding shares from 324,620,008 to 384,277,008.

Change(s) in Number of Issued and Outstanding Shares

Issued Shares

Type of Security /Stock Symbol	Before	After
DFNN	324,620,008	384,277,008

Outstanding Shares

Type of Security /Stock Symbol	Before	After
DFNN	324,620,008	384,277,008

Other Changes, if any

In percent	Before	After
Public float	76.37	64.14
Foreign Ownership level	16.87	14.28