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On 30 Jun 2025 HeartCore Enterprises (Nasdaq: HTCR) obtained written consent from holders of 59.55% of its voting power to approve two material actions without a meeting:

• Financing approvals (Nasdaq Rules 5635(b)&(d)) 鈥� The company may issue 鈮�20% of its common stock through a two-part deal with Crom Structured Opportunities Fund I, LP. (1) It sold 2,000 Series A Convertible Preferred shares for $2 m and issued 750,000 commitment shares. The preferred pays 10% annual dividends and converts at 90% of the average of the two lowest VWAPs in the prior five trading days, subject to a 4.99% ownership cap and an aggregate 19.99% Exchange Cap until stockholder approval becomes effective. (2) An Equity Purchase Agreement (ELOC) lets Crom buy up to $25 m of common stock in periodic 鈥渁dvances鈥� (minimum $25k, maximum $500k or 50% of recent trading value) through 30 Jun 2027; HeartCore will issue an additional $250k of commitment shares. Both agreements could constitute a Nasdaq change-of-control.
• Reverse stock split 鈥� The board may effect a split between 1-for-2 and 1-for-30, with fractional shares rounded up, to increase the share price and protect listing status.

The information statement will be mailed in July 2025; actions may not take effect until 20 days thereafter and can be abandoned by the board at its discretion.

Borr Drilling Limited (NYSE: BORR) is raising fresh equity through a 50 million-share offering priced at $2.05 per share, for gross proceeds of $102.5 million (net 鈮� $98.3 million).

The offering will be executed in two tranches: (1) 30 million shares settle on 7 July 2025; (2) 20 million shares settle on the first trading day after the 6 Aug 2025 Special General Meeting (SGM), conditional on shareholder approval to expand authorised share capital.

Pro-forma cash rises from $170 million to $268 million; total shares outstanding could expand from 236.2 million to 286.2 million, implying dilution of ~21 %. Net proceeds are earmarked for general corporate purposes, debt service, capex and working capital.

Management links the raise to liquidity-enhancing credit amendments: the Super-Senior RCF grows by $50 million to $200 million, a new $34 million secured RCF is added, and covenant thresholds (liquidity, leverage, equity ratio, interest cover) are relaxed. Combined, the changes are expected to lift available liquidity by >$100 million, contingent on closing at least $100 million of this equity deal.

Commercial momentum continues: since January the company has signed 13 new contracts/LOAs/LOIs adding 3,010 potential rig-days and $366 million of revenue (average day-rate $121k). Fleet coverage is expected to reach 84 % for 2025 and 45 % for 2026 at day-rates of $144k and $141k respectively.

Governance update: CCO Bruno Morand will succeed CEO Patrick Schorn on 1 Sep 2025; Schorn becomes Executive Chair, while founder Tor Olav Tr酶im remains on the board. A major shareholder nominee, Thiago Mordehachvili (Granular Capital), will stand for election at the SGM.

• Offering underwritten by DNB, Clarksons Securities, Citi and Goldman Sachs; underwriters receive a $0.072 per-share fee (up to $3.6 million) plus an optional 1 % discretionary fee.
• Offering price represents a ~3 % discount to the 2 July 2025 closing price of $2.11.
• High leverage remains: long-term debt of $2.0 billion vs. pro-forma equity of $1.07 billion (debt-to-equity 鈮� 1.9脳).

Transocean Ltd. (NYSE: RIG) filed an 8-K on 20 June 2025 detailing a privately-negotiated debt-for-equity exchange designed to reduce near-term maturities and improve liquidity. Its wholly-owned subsidiary, Transocean International Limited, entered into separate agreements with certain holders of its 4.0% Senior Guaranteed Exchangeable Bonds due 2025.

• Principal exchanged: ~US$157 million aggregate face value.
• Consideration: Newly issued Transocean common shares (鈥淐onsideration Shares鈥�) plus cash for accrued and unpaid interest.
• Pricing mechanism: The number of shares is based on the 15-day volume-weighted average price (VWAP) starting 20 June 2025; if VWAP equals US$3.09 (the 18 June closing price) the illustrative share count is ~53 million.
• Limit price safeguard: Exchanges pause if the share price falls below US$2.63, protecting the company from issuing excessive shares at depressed prices.
• Regulatory status: Shares will be issued under the Section 4(a)(2) private-placement exemption; no public offering is involved.
• Timing: Exchanges commence immediately and are expected to settle by the end of the 15-trading-day calculation period, subject to customary closing conditions; the final principal exchanged may be lower than US$157 million.

Strategic implication: Retiring up to US$157 million of 2025 debt eliminates a maturity that was less than a year away and may reduce annual cash interest by roughly US$6 million (4.0% coupon), at the cost of potential dilution of roughly 7鈥�8% of outstanding shares if the illustrative 53 million shares are issued. The transaction therefore shifts balance-sheet risk from creditors to equity holders and reflects management鈥檚 ongoing capital-structure optimisation strategy.