Xamble Group Launches $1.36M Entitlement Offer with Free Options Attached

Entitlement Offer Overview

Xamble Group Limited (ASX – XGL), a Singapore-incorporated digital marketing and influencer platform company, has launched a renounceable entitlement offer to raise approximately A$1.36 million before costs. Eligible CDI holders registered as of 7 – 00pm (AEST) on 26 August 2025 can subscribe for one new CHESS Depositary Interest (CDI) for every three CDIs held at an issue price of $0.012 each. Each new CDI will come with one free attaching option exercisable at $0.025 on or before 31 August 2028.

The offer opens on 29 August 2025 and closes on 11 September 2025, with rights trading available until 4 September 2025. The entitlement offer is partially underwritten by Eli Capital Pty Limited for up to $550,000, providing some assurance of capital raising success.

Use of Proceeds and Strategic Intent

Proceeds from the entitlement offer are earmarked to accelerate creator acquisition and platform adoption, enhance technology development, and provide working capital. Specifically, the company plans to allocate approximately 26% of funds to creator acquisition and platform growth, 22% to technology enhancements, 9% to offer-related expenses, and 43% to general working capital.

This capital injection comes as Xamble seeks to strengthen its position in the competitive influencer marketing space, which is characterised by rapid technological change and fragmented market dynamics. The company’s strategy includes expanding monetisation opportunities beyond its core service model, including social commerce and data analytics.

Shareholder Impact and Control Considerations

The entitlement offer will increase the total CDIs on issue from approximately 339 million to 452 million, assuming full subscription. Existing shareholders who do not participate risk dilution of about 24.5%. The company has implemented a top-up facility allowing eligible holders to apply for additional CDIs beyond their entitlement, subject to voting power limits.

Notably, Non-Executive Chairman Ganesh Kumar Bangah holds a significant stake, with a relevant interest representing 63.93% of voting power pre-offer. He has committed to partially subscribe for 50 million CDIs out of his entitlement, which could see his voting power adjust depending on overall subscription levels. The company has adopted a dispersion strategy to mitigate excessive concentration of control post-offer.

Risks and Regulatory Environment

Xamble highlights a range of operational and market risks, including platform adoption challenges, reliance on influencer participation, intense competition, and regulatory compliance across multiple jurisdictions. The company is incorporated in Singapore, subjecting it to Singaporean corporate law, which differs in key respects from Australian law, including takeover thresholds and shareholder protections.

The offer excludes CDI holders outside Australia and New Zealand due to regulatory complexities, with a nominee appointed to sell entitlements on behalf of ineligible foreign holders. The company also cautions investors about the speculative nature of the securities and the inherent uncertainties in forecasting future earnings.

Next Steps and Market Implications

Investors are encouraged to carefully review the prospectus and consider the implications of participation, including potential dilution and voting power changes. The company’s ability to fully subscribe the offer and successfully deploy the proceeds will be key to advancing its growth ambitions in a competitive and evolving digital marketing landscape.