NOTE 12 – NOTES AND CONVERTIBLE NOTE PAYABLE

 SCHEDULE OF NOTES AND CONVERTIBLE NOTE PAYABLE

NOTE AND CONVERTIBLE NOTES PAYABLE DUE WITHIN 1 YEAR

As of December 31, 2025, and 2024, the weighted average interest rate on the Company’s notes and convertible notes payable was 7.2% and 8%, respectively.

Future annual repayment of notes – related party, convertible notes and accrued interest as of December 31, 2025 is as follows:

SCHEDULE OF FUTURE ANNUAL REPAYMENT OF NOTES To RELATED PARTY, CONVERTIBLE NOTES AND ACCRUED INTEREST

AGIG Convertible Note Payable

Effective November 7, 2022, AGIG LLC issued a $5,000,000 convertible promissory note (the “AGIG Convertible Note”) with an interest rate of 8%. Repayment or conversion of this note into equity securities of AGIG LLC occurs as follows (a) repayment at the Maturity date of November 7, 2023, or (b) at the lender’s sole option, conversion of the outstanding principal and interest into equity securities of AGIG LLC, upon the closing of a private offering of AGIG LLC, equity securities (“Next Round Funding”). If the lender exercises its option to convert the AGIG Convertible Note into equity securities, the AGIG Convertible Note is convertible into a variable number of equity securities at the same price paid by investors in the Next Round Funding to satisfy the outstanding AGIG Convertible Note balance. The Company had the option to extend the maturity date of the AGIG Convertible Note by 12 months with the mutual consent of the lender. On September 29, 2025, the maturity date on the AGIG convertible note payable was extended to January 1, 2027. The classification of the debt as due in more than year reflects this extension.

During the years ended December 31, 2025, and 2024, the Company recognized interest expense of $400,000 in both years. As of December 31, 2025, and 2024, the balance of the outstanding AGIG Convertible Note, together with accrued interest was $6,260,274 and $5,860,274, respectively. As of December 31, 2025, and 2024, the effective annual interest yield on the AGIG Convertible Note was 8%.

BFH AGIG Note Payable - Related Party

Effective February 28, 2025, BFH (a related party) advanced $885,000 to the Company by way of a note payable. The note payable is interest-free, due and payable in full on or before the 120th day following the date of funding (the “Maturity Date”) and was collateralized by the grant receivable from the UK government’s Advance Fuel Fund. The Company was required to repay the note payable in tranches before the Maturity Date from grant reimbursement funds received by the Company under its grant receivable, $450,000 was repaid on the note before the maturity date. Effective August 14, 2025, the related party lender waived the default under the terms of the note payable and extended the term of the note payable until such reasonable time that the Company has adequate cash on hand to repay the note. 

3i HUSA Convertible Note

On July 10, 2025, the Company entered into a securities purchase agreement with an institutional investor (“3i”), pursuant to which the Company issued a senior secured convertible note in the original principal amount of $5,434,783 (the “3i HUSA Convertible Note”) with 8.0% original issue discount and received $5,000,000 in cash. The Company used the net proceeds from the 3i HUSA Convertible Note, together with cash on hand, to finance the acquisition of a 25-acre site in Baytown, Texas.

During the year ended December 31, 2025, the Company made prepayments on the 3i HUSA Convertible Note using proceeds from its equity line of credit, registered direct offerings, and proceeds from the issuance of debt to Bower Family Holdings, LLC (“BFH”), a related party. The Company fully extinguished the remaining principal balance of the 3i HUSA Convertible Note during the fourth quarter of 2025. Total cash payments made during the year ended December 31, 2025 amounted to $5,994,139.

As a result of these prepayments and the extinguishment of the debt, the Company recognized a total loss on debt extinguishment of $880,379 in the consolidated statements of operations for the year ended December 31, 2025. This loss consisted of the write-off of unamortized debt discount of $321,023 and prepayment premiums of $559,356.

During the year ended December 31, 2025, the Company recognized interest expense of $225,600 related to the 3i HUSA Convertible Note, which included $113,760 attributable to the amortization of the debt discount.

BFH HUSA Note Payable – Related Party

On November 12, 2025, in exchange for BFH (a related party) paying $3,500,000 to prepay, on behalf of the Company, a portion of the 3i HUSA Convertible Note per contractual terms of the 3i HUSA Convertible Note, the Company issued to BFH a new senior secured note in the original principal amount of $3,500,000 (the “BFH HUSA Note”).

The BFH HUSA Note bears interest at 7.0% per annum and has a stated maturity date 12 months from the date of issuance, unless earlier prepaid in accordance with its terms. Repayment is required to be made in cash on the maturity date. While any portion of the BFH HUSA Note is outstanding, if the Company carries out any subsequent placements, the Company would be required to first use 40.0% of the net proceeds to repay 105% of the outstanding balance of the BFH HUSA Note in cash plus accrued and unpaid charges (if any). Accumulated interest is required to be paid in cash on a quarterly basis. 

In the event of a change of control, the Company is required to prepay 100.0% of the aggregate outstanding amount of the BFH HUSA Note plus the make-whole amount in cash upon closing of the change of control transaction. The BFH HUSA Note is subject to customary Events of Default. In the event of a default, interest will accrue at the lesser of 18.0% per annum or the maximum legal rate. 

The BFH HUSA Note is secured by a first-priority lien on the land acquired by the Company in Baytown, Texas. The lien established under this agreement is pari passu in priority with any existing debt obligations.

During the year ended December 31, 2025, the Company accrued interest payable of $33,562 in respect of this loan.

As of December 31, 2025, the balance of the outstanding BFH HUSA Note, together with accrued interest, was  $3,533,562 and the effective annual interest yield on this note was 7%.