What happened
Material Event Report (CB Call Option Holder Designated) 6.0 Voronoi Co., Ltd. Amendment Report (Correction) July 30, 2027 (as stated in the filing) 1. Disclosure document being amended: Material event report (CB call option holder designated) 2. Original filing date of the disclosure document being amended: May 8, 2026 3. Amendment details
Item: 6. Details of the call-option holder designation (transfer) - face (electronically registered) value of convertible bonds subject to the call-option holder designation (transfer) (A); reason for amendment: cancellation of the third party's call-option exercise-holder designation; before amendment: KRW 1,500,000,000; after amendment: - Item: 6. Total face (electronically registered) value of these convertible bonds (B); before amendment: KRW 50,000,000,000; after amendment: - Item: 6. Designation ratio (A/B) (%); before amendment: 3.00; after amendment: - Item: 7. Holder designation date (transfer date); before amendment: May 8, 2026; after amendment: - Item: 10. Matters related to conversion - number of shares; before amendment: 13,840; after amendment: - Item: 10. Matters related to conversion - ratio to total shares outstanding (%); before amendment: 0.07; after amendment: - Item: 12. Other matters material to investment decisions (Before amendment, Note 1 / After amendment, Note 1); [Selection process, transaction history, designated consideration, etc. for each designee] (Before amendment, Note 2 / After amendment, Note 2)
(Before amendment, Note 1) [Matters related to the call option] (1) Matters related to the call option: the "issuer and the person designated by the issuer" (the "buyer") may, on each date falling every month from the date one year after the issuance date of these bonds (July 4, 2026) to the date 23 months after the issuance date of these bonds (June 4, 2027) (i.e. the final call-option exercise is on the date 23 months after the issuance date) (the "trade-amount payment date"), request the bondholder to sell part of the bonds held by the bondholder to the buyer, and the bondholder must sell the bonds it holds to the buyer upon such request. (2) Call option exercise method: the buyer shall exercise the call option by giving the bondholder written notice, from 20 business days (days other than Saturdays and public holidays on which banks in Seoul conduct ordinary business, excluding days on which only some banks or some bank branches operate; the same applies below) before to 10 business days before each trade-amount payment date (provided that, for the final trade-amount payment date of June 4, 2027, from 30 business days before to 21 business days before), stating the quantity of bonds to be purchased, the trade-amount payment date and the trade amount; the sale and purchase agreement arising from this exercise of the call option is deemed concluded when the buyer's call-option exercise notice reaches the bondholder. (3) Trade amount: the trade amount for these bonds subject to the call-option exercise is the amount calculated by applying the maturity-guaranteed yield (2.0% per annum, compounded annually) from the bond issuance date to the day before the trade-amount payment date; the specific trade amounts are as shown in the table below.
Call-option exercise schedule (request period / trade-amount payment date / trade amount of the bonds subject to the request): 1st: 2026-06-08 to 2026-06-22; payment date 2026-07-04; trade amount: the face value of the bonds exercised, with the maturity-guaranteed yield applied, compounded annually 2nd: 2026-07-07 to 2026-07-21; payment date 2026-08-04 3rd: 2026-08-06 to 2026-08-21; payment date 2026-09-04 4th: 2026-09-03 to 2026-09-17; payment date 2026-10-04 5th: 2026-10-06 to 2026-10-21; payment date 2026-11-04 6th: 2026-11-06 to 2026-11-20; payment date 2026-12-04 7th: 2026-12-03 to 2026-12-17; payment date 2027-01-04 8th: 2027-01-07 to 2027-01-21; payment date 2027-02-04 9th: 2027-02-01 to 2027-02-17; payment date 2027-03-04 10th: 2027-03-08 to 2027-03-22; payment date 2027-04-04 11th: 2027-04-06 to 2027-04-20; payment date 2027-05-04 12th: 2027-04-21 to 2027-05-04; payment date 2027-06-04
(4) Payment and delivery of the bonds: the buyer shall pay the trade amount under item (3) to the bondholder, by the method designated by the bondholder, on each trade-amount payment date, and the bondholder, upon receiving such amount, shall simultaneously deliver the bonds subject to the call option to the buyer by electronically registering them in an electronic registration account pursuant to the Act on Electronic Registration of Stocks, Bonds, etc. However, if the trade-amount payment date is not a business day, the following business day shall be the trade-amount payment date, and no interest shall accrue after the original trade-amount payment date. If the buyer fails to pay the trade amount on the trade-amount payment date arising from the exercise of this call option, the buyer shall additionally pay default interest calculated on that trade amount from the day after that trade-amount payment date until the date of actual payment, and Article 3, Paragraph 14 of this agreement shall apply correspondingly. (5) Mandatory holding of these bonds by the bondholder: to ensure the exercise of the "issuer's call option" under this agreement, the bondholder must hold, unconverted, bonds equal to 20% of the subscription amount at issuance under Article 2 of this agreement, until the end of the call-option exercise period (May 30, 2027) (provided that if the call option was not exercised by the final call-option exercise period of May 4, 2027, the bondholder may exercise part or all of the early redemption request right). However, this does not apply where the issuer has lost the benefit of time under Article 3, Paragraph 25 of this agreement. (6) Other: if the call option and the early redemption request right specified in Article 3, Paragraph 13 of this agreement are exercised simultaneously during the call-option exercise period, the call option takes precedence.
(After amendment, Note 1): -
(Before amendment, Note 2) [Selection process, transaction history, designated consideration, etc. for each designee] Ahn Seong-min: relationship to the company or largest shareholder: employee; selection process: selected by the board in consideration of his significant contribution, since 2019, to the company's growth and the strengthening of its financial base through his successful performance of fundraising and investor relations (IR) duties as IR team leader, and to provide performance-based compensation and to promote the long-term motivation of a key employee and the continued enhancement of corporate value; transactions within 6 months before/after the designation date (transfer date): -; face (electronically registered) value of convertible bonds subject to the call-option transfer or holder designation: KRW 1,500,000,000; note: the designee has committed to hold 7,000 of the shares exercisable under the call option without disposal until July 4, 2027
(After amendment, Note 2) [Selection process, transaction history, designated consideration, etc. for each designee] - no designee is named; all fields are blank ("-")
Material Event Report To the Financial Services Commission May 8, 2026 Company name: Voronoi Co., Ltd. CEO: Kim Hyun-tae, Kim Dae-kwon Head office address: 18th floor, S Dong, 32 Songdogwahak-ro, Yeonsu-gu, Incheon (Songdo-dong, Songdo Techno Park IT Center) (Phone) 032-830-4855 (Website) https://voronoi.io Preparer: (Title) Director (Name) Woo Sang-jin (Phone) 032-830-4855
Designation of Convertible Bond Call Option Holder
1. Type of bond: Series 3, unregistered coupon-bearing unsecured private-placement convertible bonds 2. Bond issuance date: July 4, 2025 3. Bond issuance method: Private placement 4. Bond maturity date: July 4, 2030 5. Whether this is a holder designation or a transfer: Holder designation 6. Details of the call-option holder designation (transfer): face (electronically registered) value of convertible bonds subject to the call-option holder designation (transfer) (A): -; total face (electronically registered) value of these convertible bonds (B): -; designation ratio (A/B): - 7. Holder designation date (transfer date): - 8. Designated consideration (transfer amount): amount (KRW) -; basis for determination - 9. Designated-consideration (transfer price) receipt (expected) date: - 10. Matters related to conversion: conversion ratio 100.00%; conversion price as of the report date (KRW/share): 108,381; type of shares to be issued upon conversion: Voronoi Co., Ltd. common shares; number of shares: -; ratio to total shares outstanding: -; conversion request period: start date July 4, 2026; end date June 4, 2030 11. Whether subject to Fair Trade Commission reporting: Not applicable 12. Other matters material to investment decisions: - [Selection process, transaction history, designated consideration, etc. for each designee]: designee -; relationship to the company or largest shareholder -; selection process -; transactions within 6 months before/after the designation date (transfer date) -; face (electronically registered) value of convertible bonds subject to the call-option transfer or holder designation -; designated consideration (transfer amount) -; note -
| Filed | 2026-07-30, [Amended] Material event report (CB call option holder designated) |
|---|---|
| Source | DART rcept 20260730000357 → open original filing |
Versions of this filing
- 2026-05-08Original
- 2026-07-30Amendment 1 (this page)
Source: DART. Information only, not investment advice.

