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)

Oct 3, 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

Philippines

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

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

8. Issuer's telephone number, including area code

(02) 8396-5270

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

None

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

None

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 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and
Sections 4.1 and 4.4 of the Revised Disclosure Rules

Subject of the Disclosure
Private Placement
Background/Description of the Disclosure
On September 19, 2024, the DFNN Board of Directors approved the authority to obtain additional private placements from NIMC and ADAC to raise additional capital by issuing 15,722,992 common shares from the remaining unsubscribed and unissued portion of its current authorized capital stock with a price of P2.8629 per share which is 2% premium over the weighted average of closing prices over the last thirty (30) trading day period. The breakdown of the 15,722,992 common shares is as follows: 6,289,197 common shares to NIMC and 9,433,795 common shares to ADAC. additional private placements will raise a total amount of PhP 45,013,353.80. The Board also approved the additional private placement of NIMC and ADAC to subscribed to 35,515,000 common shares to be issued from the increase in capital stock, with 14,206,000 common shares allocated to NIMC and 21,309,000 common shares to ADAC. The Board delegated the authority to the management to set the price and other terms for the subscription. The proceeds for both private placements shall be used to (a) to pay existing debts, (b) to expand the business by venturing into cybersecurity and Artificial Intelligence (AI) business and/or create or acquire new gaming platforms; and (c) to pay taxes and fees for issuance and listing of the new shares arising from the private placements. The Board authorized the President and/or Treasurer to accept the subscriptions and execute relevant subscription agreements thereto. On 27 September 2024, DFNN, Inc. formally executed the Subscription Agreements with Nautilus International Management Corp. (NIMC) and Asia Defense and Armament Corporation (ADAC), confirming the subscription to 15,722,992 common shares at PhP 2.8629 per share for total amount of PhP 45,013,353.80.
Other Relevant Information
The disclosure is amended by updating the status of the Private Placement.