Humanoid Global Announces $2.0 Million Special Warrant Financing

Executive Summary

• Humanoid Global Holdings Corp. announced a non‑brokered private placement of up to 2,500,000 special warrants at $0.80 each, targeting gross proceeds of up to $2 million.
• Each special warrant will automatically convert into one unit (one common share plus one common share purchase warrant) upon filing of a prospectus supplement or after a four‑month statutory hold period.
• Net proceeds are earmarked for general working capital and to accelerate the Company’s portfolio of humanoid robotics and embodied AI businesses.

Key Details

• Offering Size: Up to 2,500,000 Special Warrants @ $0.80 per warrant → Maximum gross proceeds: $2,000,000.
• Conversion Mechanics:
• Each Special Warrant converts into one Unit (1 common share + 1 transferable common share purchase warrant).
• Conversion occurs on the earlier of:
  1. Three business days after filing a prospectus supplement to a short‑form base shelf prospectus, or
  2. Four months and one day after closing of the Offering.
• Warrant Terms (within each Unit): Right to purchase one additional share at $1.20 per share for 24 months from issuance date.
• Finder’s Fees: Up to 7.0% payable in cash; broker warrants equal to 7.0% of Special Warrants sold may be issued, exercisable at $1.20 per share for 24 months.
• Exemptions Used: Prospectus exemption under NI 45‑106 (accredited investors, minimum $150k investment, etc.). All securities subject to a four‑month statutory hold period prior to any conversion.
• Closing Conditions: Subject to customary conditions, including receipt of all regulatory approvals (e.g., CSE approval). No minimum aggregate subscription; the Offering may close in one or more tranches.
• Use of Proceeds: General working capital purposes and to fund portfolio/company growth initiatives.
• Related‑Party Participation: Insiders may participate; deemed a “related party transaction” under MI 61‑101, relying on valuation and minority‑shareholder approval exemptions (fair market value ≤ 25% of market cap).

Notable Quotes

“This capital infusion is a direct accelerator for our portfolio and our pipeline,” said Shahab Samimi, Chief Executive Officer. “It enables us to provide not just capital, but also the strategic support and resources our partner companies need to scale, innovate, and capture market leadership in the rapidly evolving humanoid robotics and embodied AI landscape.”