CAI Corp announced a connected transaction with its controlling shareholder Longling Capital on 29 May 2026. Under the agreement, Longling Capital will subscribe for 430,000,000 new shares at HK$0.33 per share, generating gross proceeds of HK$141.90 million. Net proceeds, after estimated expenses, are expected to be HK$141.40 million, equivalent to a net issue price of HK$0.329 per share.

The new shares represent 19.74 % of CAI Corp’s existing issued share capital and 16.49 % of the enlarged share base post-completion. Pricing reflects a 10.0 % premium to the 29 May closing price of HK$0.300 and a 6.8 % premium to the five-day average of HK$0.309.

Approximately 95.05 % of the net proceeds (about HK$134.40 million) will be deployed into listed and unlisted investments focused on artificial intelligence and Web3 sectors by June 2027. The remaining 4.95 % (roughly HK$7.00 million) is earmarked for general working capital, including directors’ fees, salaries and professional expenses.

Completion hinges on several conditions: approval by independent shareholders at an extraordinary general meeting (EGM), granting of a Specific Mandate for share issuance, and listing approval from the Stock Exchange. The long-stop date is 31 August 2026, with settlement scheduled for the fifth business day after all conditions are met.

Post-transaction, Longling Capital’s stake will rise from 61.07 % to 67.49 %, while public shareholders’ interest will decline from 38.93 % to 32.51 %.

The deal is classified as a connected transaction under Chapter 14A of the Listing Rules. An Independent Board Committee comprising all three independent non-executive directors has been formed, and Mango Financial Limited has been appointed as the Independent Financial Adviser. A circular detailing the transaction will be dispatched to shareholders on or before 22 June 2026.

Management cited dwindling liquidity—cash and cash equivalents fell from HK$29.10 million at end-2025 to HK$6.20 million as of 31 March 2026—and a sharp revenue decline to HK$0.02 million in 2025 (from HK$0.80 million in 2024) as key reasons for the fundraising. Alternative financing options such as bank borrowings, rights issues, open offers and third-party placements were deemed less viable due to cost, timing and market-related uncertainties.

The company cautioned that the subscription may or may not proceed if the stipulated conditions are not fulfilled and advised shareholders and potential investors to exercise caution when dealing in its shares.