Core Viewpoint - Humanoid Global Holdings Corp. is initiating a non-brokered private placement of up to 2,500,000 special warrants at a price of $0.80 each, aiming for gross proceeds of up to $2,000,000 to support its portfolio in humanoid robotics and embodied AI [2][5]. Group 1: Offering Details - The special warrants will convert into units consisting of one common share and one transferable common share purchase warrant, with the warrant allowing the purchase of a share at $1.20 for 24 months [3][6]. - The conversion of special warrants will occur automatically under specific conditions, including the filing of a prospectus supplement or after a four-month hold period [4][5]. - The offering is subject to customary conditions, including regulatory approvals, and may close in multiple tranches without a minimum subscription amount [8]. Group 2: Use of Proceeds and Strategic Intent - The net proceeds from the offering will be utilized for general working capital purposes, enhancing the company's ability to support its partner companies in scaling and innovating [8]. - The CEO emphasized that this capital infusion will accelerate the company's portfolio and provide strategic support to capture market leadership in the humanoid robotics and AI sector [5]. Group 3: Insider Participation and Regulatory Compliance - Insiders of the company may participate in the offering, which will be considered a related party transaction, relying on exemptions from formal valuation and minority shareholder approval requirements [9]. - The special warrants will be issued under exemptions from prospectus requirements, including those for accredited investors and minimum investment thresholds [7].

Core Viewpoint - Humanoid Global Holdings Corp. has appointed B. Spencer Martin to its Investment Advisory Board, enhancing its investment capabilities in the humanoid robotics and embodied AI sector [1][4]. Company Overview - Humanoid Global is a publicly traded investment issuer focused on building a portfolio of pioneering companies in the humanoid robotics and embodied AI sector, providing liquidity and access to an actively managed portfolio [7]. - The company takes a long-term, partnership-oriented approach, offering capital and strategic consultation on go-to-market strategies, regulatory pathways, and transaction advisory [7]. Appointment of B. Spencer Martin - B. Spencer Martin is a seasoned investor-operator with a strong background in technology and innovation, having previously served as a Partner at TELUS Global Ventures [2][3]. - Martin has completed over 50 transactions across the U.S., Canada, Australia, and the U.K., with deal sizes ranging from $10 million to $350 million [2]. - He has extensive board experience, having served in 10 board roles and achieved successful exits in deep-tech sectors, including artificial intelligence and quantum technologies [3]. Role and Responsibilities - Martin will advise on investment and capital allocation areas, including deal origination, investment analysis, due diligence, and portfolio construction and monitoring [4]. - His appointment is expected to strengthen the company's investment capital markets strategy and enhance long-term shareholder value [4]. Advisory Agreement - The advisory agreement with Martin has a term of twelve months, starting from September 11, 2025, with the option for either party to terminate at any time [5]. - The company has granted Martin 25,000 restricted share units (RSUs), which will vest immediately and expire on September 12, 2030 [6].