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)

Feb 5, 2024

2. SEC Identification Number

A199908874

3. BIR Tax Identification No.

202-955-796

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 Floor, 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	324,620,008

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 4-2 - Acquisition/Disposition of Shares of Another Corporation
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure
DFNN Inc. to Sell all its Shares of its Subsidiary
Background/Description of the Disclosure
On 22 September 2023, the DFNN Board of Directors resolved to authorize the sale of the shares of DFNN's wholly-owned subsidiary, Nico Bayan Inc. The initial purchaser then assigned any and all of its rights to purchase shares of Nico Bayan in favor of Double Crown Holdings Inc. On 8 November 2023, DFNN was informed the Deed of Absolute Sale was executed and signed. Previously, DFNN was in the process of applying with the Bureau of Internal Revenue (BIR) for the issuance of the Certificate Authorizing Registration (CAR), which is required to finalize the disposition of shares. On 5 February 2024, DFNN was informed that the CAR dated 19 January 2024 was issued by the BIR effectively transferring ownership to Double Crown Holdings Corp.

Date of Approval by Board of Directors	Sep 22, 2023

Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction
To streamline its current technology operations reporting thus focusing on revenue generation and optimizing wholly-owned resources and improving overall profitability under the main listed company

Details of the acquisition or disposition

Date	Jan 19, 2024

Manner
The manner of the acquisition shall be through a contractual arrangement
Description of the company to be acquired or sold
Nico Bayan Inc. is engaged in the business of developing software solutions

The terms and conditions of the transaction

Number of shares to be acquired or disposed	4,999,995
Percentage to the total outstanding shares of the company subject of the transaction	99.99
Price per share	0.40 per share

Nature and amount of consideration given or received
PHP2,000,000.00
Principle followed in determining the amount of consideration
The amount of the purchase price was negotiated taking into consideration the business of the company.
Terms of payment
Payment to be made after the execution of the deed of sale of shares of stock.
Conditions precedent to closing of the transaction, if any
None
Any other salient terms
None

Identity of the person(s) from whom the shares were acquired or to whom they were sold

Name	Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
Double Crown Holdings Corp.	Double Crown Holdings Corp. has no material relationship with DFNN, its directors/ officers, nor any of its affiliates

Effect(s) on the business, financial condition and operations of the Issuer, if any
None
Other Relevant Information
This amended disclosure is updated by mentioning the issuance of the CAR by the BIR to DFNN.