12. NOTES PAYABLE

On May 20, 2026, the Company entered into a Note Purchase Agreement (the “Purchase Agreement”) with several purchasers (collectively, the “Holders”), pursuant to which the Company issued 6% promissory notes (the “Notes”) in an aggregate principal amount of $40,000,000, in seven tranches ranging from $5,000,000 to $10,000,000 each. The Notes are governed by substantially identical terms, as summarized below.

Each Note bears interest at a rate of 6.0% per annum, computed on the basis of a 360-day year and actual days elapsed, and is payable quarterly in arrears on March 31, June 30, September 30, and December 31 of each year, and on the Maturity Date. The Notes mature on May 20, 2028 (the “Maturity Date”). Upon the occurrence and during the continuance of an event of default, the applicable interest rate increases to 12.0% per annum until such default is cured or waived in writing.

The Notes constitute direct, unconditional, and unsecured obligations of the Company and rank pari passu in right of payment with the Company’s other present and future unsecured and unsubordinated indebtedness, and senior in right of payment to the Company’s equity securities. The Company may prepay the Notes, in whole or in part, at any time without penalty or premium, at a redemption price equal to 100% of the outstanding principal amount being prepaid, plus accrued and unpaid interest thereon. Payments of principal and interest under the Notes may be made, at the Company’s election, in United States dollars or in Qualified Digital Assets, as defined in the Purchase Agreement.

The Notes contain events of default customary for instruments of this type, including failure to make required payments of principal or interest, cross-default to other indebtedness of the Company in excess of $250,000, certain bankruptcy and insolvency events, and certain events affecting the Company’s status as a publicly traded, reporting company under the Securities Exchange Act of 1934, as amended. The Notes also contain affirmative covenants customary for instruments of this type, including covenants relating to maintenance of corporate existence and payment of taxes, but do not contain financial maintenance covenants.

During the six months ended June 30, 2026, the Company received aggregate advances of $40,000,000 under the Notes, funded in Qualified Digital Assets rather than cash, in connection with the acquisition of Fusion Five Continents Securities Limited. See Note 9 — Digital Assets.

Interest expense on the Notes was $263,014 for both the three and six months ended June 30, 2026, and accrued and unpaid interest of $263,014 is included in accrued and other payables as of June 30, 2026. No principal payments were made during the period.

As of June 30, 2026, the future contractual maturities of the Notes were as follows: