Scalare Partners Holdings Limited has secured a binding $5 million commitment for convertible note funding from The Blackstone Mercantile Group Ltd. SAC. The facility is structured to provide an immediate loan of $500,000, with a further $4.5 million available upon shareholder approval. The total funding framework provides access to up to $25 million, though additional tranches beyond the committed $5 million remain subject to investor request and company approval on a non-promised basis.
Of the initial $5 million commitment, $1.5 million is mandated for marketing services from Fairfax Media, a deliberate allocation toward platform visibility and market communications. The remaining proceeds will support new investment opportunities and general working capital needs. This allocation reflects the company’s emphasis on both growth capital and market positioning as it continues to build its operating platform.
The facility carries several structural requirements designed to protect shareholder interests. A 60-to-1 share consolidation must occur subject to shareholder approval, which the company’s directors have recommended shareholders support. Should shareholders reject this resolution, the $500,000 initial tranche becomes immediately repayable in shares at $0.167 per share. The Blackstone investor has committed to maintaining ownership below 19.99 percent of issued capital, providing a meaningful constraint against dilutive ownership concentration.
To offset dilution concerns from the capital raise and consolidation, Scalare intends to implement a bonus option issue for existing shareholders. Following consolidation, eligible shareholders will receive 8.7 new options for every 10 shares held, exercisable at $0.01 between February 5 and March 31, 2027. These options include piggy-back features, delivering both an ordinary share and an additional option exercisable at $0.02 when exercised, with the secondary options available through March 31, 2028. The structure provides shareholders with a mechanism to participate in potential upside while reflecting management’s recognition of shareholder loyalty.
The capital raise requires shareholder approval under Listing Rule 7.1, as it falls outside the company’s current placement capacity. Scalare will seek approval to retain full placement capacity for future fundraising. Investors should monitor timing of the shareholder meeting announcement and the sequence of consolidation, capital raise, and bonus issuance events, as these will materially affect share structure and ownership positions. The execution of these transactions across multiple approval stages and implementation phases represents a complex restructuring requiring careful attention from shareholders. This announcement has been flagged as price sensitive by the ASX.
View the full ASX announcement (PDF)
About Scalare Partners Holdings Limited (ASX: SCP)
Scalare Partners Holdings Limited is an Australian venture capital and investment firm specializing in early-stage technology startups. The company provides capital, mentorship, and ecosystem services to founders through direct investment and strategic acquisitions of complementary businesses including Tank Stream Labs, Tech Ready Women, and the Australian Technologies Competition. It operates across Australia, the United States, and other markets, enabling retail investors to gain exposure to early-stage startup investments.
If you would like to discuss this announcement or how it might affect your portfolio, request a callback or call us on 1300 889 603.
