Synagistics Maintains 458.20 Million Issued Shares in January 2026; Potential Dilution from 120,750 SPAC Warrants and USD 35 Million Convertible Bonds Remains

Bulletin Express05-07

Synagistics Limited filed its January 2026 Monthly Return with the Hong Kong Stock Exchange, confirming that both authorised and issued share capital were unchanged during the period.

Key capital metrics • Authorised share capital stood at 1.10 billion ordinary shares with a par value of HKD 0.0001, equivalent to HKD 110,000. • Issued share capital remained at 458.20 million shares. No treasury shares are held. • The company affirmed compliance with the Main Board’s minimum 25% public-float threshold.

Equity incentive position • Share Award Scheme: 556,600 options outstanding; none exercised. The scheme still allows issuance of up to 34.17 million shares. • Other equity instruments: 4.59 million restricted share units (RSUs) authorised under the Share Award Scheme.

Warrants • Successor SPAC Warrants: 120,750 units outstanding, exercisable at HKD 11.50 each up to 30 October 2029. • Successor Promoter Warrants: 15.70 million units, same terms, exercisable from 30 October 2025. • No warrant exercises occurred in January.

Convertible debt • USD 35.00 million 4.5% secured guaranteed convertible bonds due 2026 remain outstanding. At HKD 11.96 conversion price, full conversion would issue up to 22.73 million shares. No conversions were recorded during the month.

Earn-out arrangement • Up to 52.10 million earn-out shares may be issued to Target Company founders between October 2025 and October 2029, subject to performance conditions.

Overall, Synagistics reported no share issuances, redemptions or conversions in January 2026, leaving the fully-diluted share count unchanged for the month while maintaining sizable potential instruments that could expand equity capital in future periods.

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