Convertible Notes And Derivative Liability and Warrants (Tables)
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Convertible Notes And Derivative Liability and Warrants [Abstract] |
|
| Schedule of Convertible Notes |
Convertible notes, at amortised cost are as follows:
| |
|
December 31,
2025 |
|
|
December 31,
2024 |
|
|
|
|
|
|
|
|
| Convertible notes issued |
|
$ |
4,701,738 |
|
|
|
3,059,595 |
|
| Less: Deferred debt issuance cost |
|
$ |
(348,316 |
) |
|
|
(648,232 |
) |
| Convertible notes, net |
|
$ |
4,353,422 |
|
|
|
2,411,363 |
|
| |
|
|
|
|
|
|
|
|
| Presented as: |
|
|
|
|
|
|
|
|
| Current liability |
|
$ |
256,056 |
|
|
|
82,447 |
|
| Non-current liability |
|
|
4,097,366 |
|
|
|
2,328,916 |
|
| Convertible notes, net |
|
$ |
4,353,422 |
|
|
|
2,411,363 |
|
|
| Schedule of Outstanding Convertible Notes |
As of December 31, 2025, the Company had the following
outstanding convertible notes:
| Note Holders |
|
Principal
Amount |
|
|
Conversion Price |
|
Coupon
Rate |
|
|
Issuance
Date |
|
Maturity
Date |
|
Fair Value at December 31,
2025 |
|
|
Fair Value
level |
| JAK & affiliated holders |
|
$ |
3,150,000 |
|
|
1.7 |
|
10 |
% |
|
2025-06-03 |
|
2028-06-02 |
|
$ |
2,831,611 |
|
|
Level 2 |
| JAK & affiliated holders |
|
|
1,475,000 |
|
|
0.63 |
|
14.75 |
% |
|
2025-07-16 |
|
2030-01-16 |
|
|
1,736,145 |
|
|
Level 2 |
| Vanquish Funding Group Inc |
|
|
257,000 |
|
|
25%
discount of lowest traded price during 10
trading days immediately preceding the conversion date |
|
10 |
% |
|
2025-10-15 |
|
2026-07-30 |
|
|
257,673 |
|
|
Level 2 |
| Labrys Fund II, LP |
|
|
250,000 |
|
|
15%
discount of lowest traded price during 10
trading days immediately preceding the conversion date |
|
USD 39,285.71
for 6
instalments |
|
|
2025-11-12 |
|
2026-11-11 |
|
|
156,063 |
|
|
Level 2 |
| Vanquish Funding Group Inc |
|
|
157,000 |
|
|
25%
discount of lowest traded price during 10
trading days immediately preceding the conversion date |
|
10 |
% |
|
2025-11-04 |
|
2026-07-30 |
|
|
235,900 |
|
|
Level 2 |
|
| Schedule of Transaction Costs on Issuance of Notes |
The transaction costs incurred
on issuance of the Notes are capitalized and amortised over the term of the Notes as follows:
| |
|
December 31,
2025 |
|
|
December 31,
2024 |
|
| Balance at beginning of the year |
|
$ |
648,232 |
|
|
$ |
- |
|
| Add: capitalized during the year |
|
|
564,000 |
|
|
|
929,500 |
|
| Less: charged to additional paid in capital for converted notes during the year |
|
|
(777,836 |
) |
|
|
- |
|
| Less: amortized during the year |
|
|
(86,080 |
) |
|
|
(281,268 |
) |
| Ending balance |
|
$ |
348,316 |
|
|
$ |
648,232 |
|
|
| Schedule of Exercise of Convertible Notes |
As
of December 31, 2025 and 2024, the derivative is assessed to have a nil value in view of the cap assessed to have been met with the exercise
of the tab convertible notes above.
| |
|
December 31,
2025 |
|
|
December 31,
2024 |
|
| Warrant units: |
|
|
|
|
|
|
| Balance at beginning of the year* |
|
|
3,555,678 |
|
|
|
- |
|
| Warrants issued |
|
|
2,142,940 |
|
|
|
3,555,678 |
|
| Less: Exercised |
|
|
(4,474,290 |
) |
|
|
- |
|
| Ending balance |
|
|
1,224,328 |
|
|
|
3,555,678 |
|
| * |
Adjusted for the effects of the RSS in May 2025. |
|