Exhibit 10.11

 

Loan Agreement

 

 

This Loan Agreement (“Agreement”) is made on 16th December 2025 between:

 

(1)Gravity Supply Chain Solutions Limited (Company registration number: 2182551), a company incorporated in Hong Kong with its registered office at Flat / Rm 05, 14/F, 135 Bonham Strand Trade Centre, 135 Bonham Strand, Sheung Wan, Hong Kong (the “Borrower”); and
  
(2)Hemant Kumar Bhatt of 6 Peach Garden, Unit #19-06, Singapore 437606 (the “Lender”), who is also a Director and shareholder of the Borrower
  
1.THE LOAN
  
1.1The Lender has agreed to grant to the Borrower a loan of an aggregate principal amount of US$8,633,959.16 (the “Loan”).
  
1.2The Loan shall be disbursed on or before the date set out below (“Disbursement Date”), with the disbursement being unconditional.

 

Amount

   Disbursement Date

US$8,633,959.16

   16th Dec 2025

 

2.

INTEREST
  
2.1The interest on this Loan will be 7.5% per annum for the period of the loan tenure up to the Maturity Date (as defined in Clause 3.1 below).
  
3.REPAYMENT
  
3.1The Borrower shall repay the principal amount of the Loan (US$8,633,959.16) and the incurred interest (US$701,509.18) as a single bullet payment on 15th January 2027 (the “Maturity Date”).
  
3.2The Borrower may elect to pay off this Loan in full or in part before the Maturity Date, of which pro-rated interest on this Loan shall apply.

 

For and on behalf of the Borrower,   Lender,
     
     
Chen Jiangnan   Hemant Kumar Bhatt
Director, Gravity Supply Chain Solutions Limited  

 

 

 

 

March 31st, 2026

The Board of Directors

Gravity AI

89 Nexus Way, Camana Bay,

Grand Cayman, KY1-9009,

Cayman Islands

 

Dear Sirs,

 

LETTER OF SUPPORT

 

I, being a director of Gravity AI, and all its subsidiaries, confirm that it is my intention to continue to financially support the operations of the Company and to meet all third party obligations for at least the ensuing twelve month period.

 

Furthermore, I hereby confirm that I will not call for any repayment of loan due to me, which currently consists of a loan with a principal amount of US$8,633,959.16 (excluding accrued interest) and maturing on January 17th, 2027, until the company is in a financial position to do so.

 

Yours faithfully,
   
Hemant Kumar BHATT  
Director