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)

Mar 15, 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	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 4-30 - 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 15 March 2024, the DFNN Board of Directors approved the authority to obtain private placements to raise additional capital of up to PhP 450M for the following: (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 further granted exclusive authority to Nautilus International Management Corp. to subscribe and/or designate investors to the Private Placement. The Board authorized the President and/or Treasurer to accept the subscriptions and execute relevant subscription agreements thereto. The Board also delegated the authority to the management to set the price for the subscriptions. The Board also set the meeting of the shareholders on 17 May 2024 to ratify the private placements and approve the listing thereof.
Other Relevant Information
None