Short-Term Debt |
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| Short-Term Debt | 10. Short-Term Debt
The following table presents the carrying amounts of the Company’s short-term debt as of June 30, 2026 and March 31, 2026. All debt outstanding at June 30, 2026 was classified as current because the contractual maturities or repayment requirements were within twelve months of the reporting date. Debt for which the fair value option was elected is presented at the fair value of the entire instrument; contractual principal and accrued interest are not presented separately for those instruments. Related-party debt is presented separately on the consolidated balance sheet and is disclosed in Note 14 - Related Party Transactions.
Promissory Note and Advances - Brag House
On October 14, 2025, the Company entered into a secured promissory note with Brag House Holdings, Inc. (“Brag House”), which initially provided for borrowings of up to $8,000,000. Borrowings under the note bear interest at 5% per annum, with interest payable in arrears at maturity. The Company’s obligations are guaranteed by Dogecoin Ventures Inc., The Official Dogecoin Treasury and Reserve Inc. and House of Doge Canada Inc. and are secured by substantially all personal property and assets of Legacy HOD and the guarantors, including accounts, cash, equity interests and intellectual property, subject to permitted liens. The note originally matured on the earlier of six months following the first advance or the date on which all amounts became due following an event of default.
Effective December 4, 2025, the note was amended to increase the maximum principal amount to $10,000,000, include an additional $779,000 as principal, and subordinate Brag House’s security interest to the senior liens held by YA II PN, Ltd (“Yorkville”). During the fiscal year ended March 31, 2026, the Company received aggregate advances of $8,779,000 and repaid $758,583 of principal. As of March 31, 2026, principal outstanding was $8,020,417 and accrued interest was $1,114, resulting in a carrying amount of $8,021,531.
Effective April 14, 2026, the Company and Brag House amended the secured promissory note to extend its maturity date to June 30, 2026. During the three-months ended June 30, 2026, the Company received additional advances of $2,195,000 under the secured promissory note. During the same period, the Company made aggregate principal repayments of $1,229,194, consisting of $1,029,194 under the secured promissory note and $200,000 under the additional Brag House advance described below, and paid $109,692 of interest.
In addition, on December 4, 2025, the Company received a short-term advance of $3,365,000 from Brag House. The advance was due on demand and did not bear interest. The Company repaid $2,062,500 during the fiscal year ended March 31, 2026 and $200,000 during the three months ended June 30, 2026. The outstanding principal balance was $1,302,500 as of March 31, 2026 and $1,102,500 immediately before merger on June 30, 2026.
The secured promissory note and the additional advance were not repaid, cancelled or legally extinguished upon completion of the merger. The remaining obligations were reclassified in the respective legal entities as an intercompany payable of Legacy HOD and a corresponding intercompany receivable of the legal parent. These intercompany balances have no stated maturity or settlement date following the merger. Immediately before reclassification, aggregate principal outstanding was $10,288,722, consisting of $9,186,223 under the secured promissory note and $1,102,500 under the additional advance. The corresponding intercompany receivable and payable were eliminated in preparing the consolidated financial statements. Accordingly, no amount related to these balances is included in consolidated short-term debt at June 30, 2026.
Margin Loan
On June 29, 2026, the Company entered into a margin loan arrangement with Revere Securities (the “Broker”) and withdrew $700,000. The loan bears interest at a simple annual rate of 9%, calculated daily, and is collateralized by the Company’s holdings of common shares of beneficial interest in the 21Shares Dogecoin ETF (Nasdaq: TDOG) held in its brokerage account with the Broker.
During the three months ended June 30, 2026, the Company repaid $20,000 of principal. As of June 30, 2026, principal outstanding was $680,039 and accrued interest was $345, resulting in a carrying amount balance of $680,384 (March 31, 2026 - $nil).
Yorkville Convertible Note
On December 4, 2025, the Company and Brag House, as joint and several issuers, issued a convertible promissory note to Yorkville in an aggregate original principal amount of up to $11.0 million. Although the Company executed the note as a co-issuer, the related funds were advanced to Brag House. The note contemplated two advances, each funded at 90% of its principal amount. The first advance had an original principal amount of $3,850,000 and a purchase price of $3,465,000. The Brag House received net cash proceeds of $3,365,000 after transaction-related amounts. A March 20, 2026 amendment terminated Yorkville’s commitment to fund the second advance.
A second amendment effective June 1, 2026 extended the maturity date to July 31, 2026. In connection with that amendment, Brag House paid $200,000 to reduce principal and $100,000 for the extension and related holder costs. Contractual principal outstanding was $1,587,500 as of June 30, 2026. The note is convertible in specified circumstances at a conversion price equal to 95% of the lowest daily volume-weighted average price of the Company’s common stock during the consecutive trading days immediately preceding the conversion date, subject to adjustment. The note is secured, including by designated CleanCore Solutions Inc. securities held in controlled brokerage accounts.
The note includes a 4.99% beneficial-ownership limitation and an exchange cap that generally limits aggregate share issuances to 19.99% of the Company’s pre-transaction outstanding common shares unless shareholder approval is obtained, in each case subject to the terms of the transaction documents and applicable Nasdaq rules.
The Company elected the fair value option under ASC 825, Financial Instruments, for the Yorkville convertible note. Accordingly, the entire hybrid instrument is measured at fair value at each reporting date, and its embedded features are not separately bifurcated under ASC 815, Derivatives and Hedging. Changes in fair value are recognized in earnings, except for changes attributable to instrument-specific credit risk, which are recognized in other comprehensive income.
The Yorkville convertible note was recognized in the Company’s consolidated financial statements upon completion of the merger on June 30, 2026. Its fair value and carrying amount as of June 30, 2026 were both $1,679,287. The measurement was categorized within Level 3 of the fair value hierarchy and estimated using a valuation approach that separately evaluated the contractual cash-settlement and contingent conversion outcomes. The cash-settlement outcome was valued using a discounted cash flow analysis based on the contractual payment terms and a market-participant discount rate. The conversion outcome was valued using the contractual conversion formula and market-participant equity assumptions, including the Company’s common stock price, expected volatility, remaining term and risk-free interest rate. The resulting outcome values were evaluated collectively to estimate fair value. The Yorkville convertible note was not included in the Company’s consolidated short-term debt as of March 31, 2026.
Senior Secured Convertible Notes
On May 4, 2026, Brag House issued senior secured convertible notes to three institutional investors with an aggregate original principal amount of $2,500,000. The investors funded aggregate cash proceeds of $1,875,000, reflecting a 25% original issue discount.
The notes mature on February 1, 2027 and bear interest at 12.0% per annum, computed on a 30/360 basis. Interest is payable quarterly in cash at the issuer’s election; otherwise, it is capitalized and compounded quarterly. During an event of default, the interest rate increases to 17.5% per annum. The notes are convertible at the holders’ option at an initial conversion price of $0.7101 per share, subject to adjustment; after giving effect to the one-for-eight reverse stock split completed in connection with the merger, the conversion price used for valuation was $5.6808 per share. The notes are secured by a second-priority lien on substantially all assets of Brag House and its subsidiaries, junior to the Yorkville lien. The lien becomes first priority upon repayment of the Yorkville note, subject to the transaction documents.
In connection with the financing, Brag House issued an aggregate of 375,000 post -merger common shares to the investors as a commitment fee, allocated pro rata based on each investor’s subscription amount.
The Company elected the fair value option under ASC 825 for the senior secured convertible notes. Accordingly, the hybrid instruments are measured at fair value at each reporting date, and their embedded features are not separately bifurcated under ASC 815. Changes in fair value are recognized in earnings, except for changes attributable to instrument-specific credit risk, which are recognized in other comprehensive income.
The senior secured convertible notes were recognized in the Company’s consolidated financial statements upon completion of the merger on June 30, 2026. Their aggregate fair value and carrying amount as of June 30, 2026 was $2,733,454. The fair value measurement was classified as Level 3 due to significant unobservable inputs and was determined using the methodology described below. There were no events of default through June 30, 2026. No senior secured convertible notes were included in the Company’s consolidated short-term debt as of March 31, 2026.
Fair Value Measurements
The following table presents the Company’s financial liabilities measured at fair value on a recurring basis as of June 30, 2026. The Company classified both instruments within Level 3 because the valuation models used significant unobservable inputs. The Company had no debt liabilities measured at fair value on a recurring basis as of March 31, 2026.
The following table summarizes the changes in Level 3 debt liabilities measured at fair value on a recurring basis during the three months ended June 30, 2026:
Because the Yorkville convertible note and the senior secured convertible notes were first recognized in the Company’s consolidated financial statements upon completion of the merger on June 30, 2026, no change in their fair value was recognized in earnings or other comprehensive income for the three months ended June 30, 2026. There were no transfers into or out of Level 3 during the period.
The fair values of the Yorkville convertible note and senior secured convertible notes were estimated by combining the present value of contractual principal and interest with the value of the applicable conversion feature. Contractual cash flows were discounted at 14.5%. The conversion features were valued using an option-pricing model with a common stock price of $3.52, expected volatility of 100.0%, a risk-free interest rate of 3.5% and no expected dividends. The expected terms were approximately 0.085 years and 0.592 years, and the conversion prices were $3.8606 and $5.6808, for the Yorkville convertible note and senior secured convertible notes, respectively.
The significant unobservable inputs were the market-participant discount rate and expected equity volatility. In isolation, an increase in the discount rate would generally decrease the fair value of the contractual debt cash flows, while an increase in expected volatility would generally increase the fair value of the conversion features. Changes in these inputs may not be independent and, therefore, the directional effect of a change in any one input may be affected by changes in other inputs
The following table presents the difference between the fair value and unpaid principal balance of debt instruments for which the fair value option was elected as of June 30, 2026:
Interest expense on short-term debt measured at amortized cost, excluding related-party debt was $110,037 for the three months ended June 30, 2026, consisting of $109,692 on the Brag House secured promissory note and $345 on the margin loan. Cash interest paid on such debt during the period was $110,806. During the three months ended June 30, 2025, there was no outstanding debt or interest expense. Interest expense on related-party debt is disclosed in Note 14 - Related Party Transactions. |
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