v3.26.1
LOANS RECEIVABLE AND CONVERTIBLE NOTES RECEIVABLE
3 Months Ended
Mar. 31, 2026
Loans Receivable And Convertible Notes Receivable  
LOANS RECEIVABLE AND CONVERTIBLE NOTES RECEIVABLE

NOTE 7 – LOANS RECEIVABLE AND CONVERTIBLE NOTES RECEIVABLE

 

Effective January 10, 2022, JHJ (the “Note Holder”) entered into a convertible loan agreement with Chengdu Rongjun Enterprise Consulting Co., Ltd. (“Rongjun” or the “Borrower”), pursuant to which JHJ advanced RMB 5,000,000 (approximately $0.69 million) to Rongjun. The loan originally bore interest at 12% per annum and had a maturity date of January 10, 2025. The note included a conversion feature allowing the Note Holder to convert the outstanding balance into an indirect equity interest representing approximately 15% of Heze Hongyuan Natural Gas Co., Ltd. (“Heze”), in which Rongjun holds a controlling interest. As of December 31, 2025 and March 31, 2026, JHJ recorded $60,011 accrued interest from 2022 from this note, the accrual of interest income ceased in October 2022. The bondholders also have the option to convert accrued but unpaid interest into the principal amount of the convertible note.

 

In October 2022, the Company amended the terms of the loan by reducing the stated interest rate from 12% to 0% and extending the maturity date to January 10, 2027. The Company evaluated the modification under applicable U.S. GAAP and concluded that the revised terms were substantially different from the original terms. Accordingly, the modification was accounted for as an extinguishment of the original loan and the recognition of a new loan at its fair value on the modification date. The difference between the carrying value of the original loan and the fair value of the modified loan was recognized as a loss in earnings in 2022.

 

Following the modification, the loan is accounted for at amortized cost using the effective interest method. Although the modified loan bears no stated interest, interest income is recognized through the accretion of the initial discount, representing the difference between the fair value at recognition and the contractual principal amount, over the remaining term of the loan. As a result, the carrying value of the loan increases over time and is expected to accrete to its contractual principal amount at maturity.

 

The Company evaluated the collectability of the loan receivable in accordance with ASC 326, Financial Instruments – Credit Losses (CECL). Based on the Borrower’s financial condition, the underlying project economics, and forward-looking information, The Company evaluated the collectability of the loan receivable in accordance with ASC 326, Financial Instruments—Credit Losses (CECL). In estimating expected credit losses, management considered the borrower’s financial condition, the related-party nature of the investment, the status and expected economics of the underlying pipeline project, the remaining contractual term through January 2027, and other forward-looking information available as of December 31, 2025. Based on this assessment, the Company recorded an allowance for expected credit losses equal to approximately 20% of the amortized cost basis of the loan receivable.

 

The Company also evaluated the embedded conversion feature under ASC 815, Derivatives and Hedging, and concluded that bifurcation as a derivative is not required, as the underlying equity interests are not readily convertible to cash and the feature does not meet the criteria for derivative accounting.

 

On January 12, 2026, the Company entered into a Note Purchase Agreement with Filled Converge Limited and Li Xiaoguang to acquire a HK$11,700,000 portion of a convertible bond issued by China Ruifeng Renewable Energy Holdings Limited. The purchase consideration consisted of approximately US$700,000 (or its Hong Kong dollar equivalent) and 1,932,000 shares of the Company’s common stock. The Company subsequently satisfied the remaining US$200,000 purchase obligation through the issuance of a promissory note.

 

The Company also holds a convertible note receivable from Filled Converge Limited with an aggregate principal balance of approximately $1.5 million. The note bears interest at 20% per annum, with interest recognized using the effective interest method. During the three months ended March 31, 2026, the Company recognized approximately $64,110 of interest income related to the convertible note, which is included in Other Income in the accompanying condensed consolidated statements of operations.

 

The convertible note receivable is measured at fair value on a recurring basis. As of March 31, 2026, the estimated fair value of the convertible note was approximately $1.94 million, resulting in an unrealized fair value adjustment of approximately $435,000, which is also included in Other Income in the accompanying condensed consolidated statements of operations. The fair value was determined using an independent valuation utilizing significant unobservable inputs and is classified as a Level 3 measurement within the fair value hierarchy under ASC 820.

 

The outstanding balance of the convertible note as of March 31, 2026 is $2,003,455 which includes $64,110 of accrued interest, recognized as Other income in the Statement of Operations and Comprehensive gain (loss).