Exhibit 10.23

CHANGE IN TERMS AGREEMENT

DESCRIPTION OF EXISTING INDEBTEDNESS. A Revolving Line of Credit evidenced by that certain Promissory Note dated September 14, 2023 in the original principal amount of $15,000,000.00 (“Note”), together with all renewals of, extensions of, modifications of, refinancing of, consolidations of, and substitutions for the Note or Loan Agreement.

Note that capitalized terms not defined herein have meanings provided in the Note, Loan Agreement, or any “Related Documents” (as that term is defined in the Loan Agreement), as applicable.

DESCRIPTION OF COLLATERAL. A security interest in assets of Borrower, described in that certain Commercial Security Agreement dated September 14, 2023, and executed by Borrower in favor of Lender.

DESCRIPTION OF CHANGE IN TERMS. Upon execution of this Change in Terms Agreement (“Agreement”), the Note, the Loan Agreement, and any Related Documents are hereby modified as follows:

CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender’s right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions.

LINE USAGE. The usage of the Loan shall be governed by the limits with maximum outstanding not to exceed $15,000,000.00. Maximum Working Capital Advances and Issuance of Standby Letters of Credit in the aggregate shall not exceed $15,000,000.00.

Working Capital Advances. Working Capital Advances with a maximum expiration equal to the Maturity of the Note in amounts not to exceed in the aggregate of $15,000,000.00

Standby Letters of Credit. Issuance of Standby letter of credit with a maximum expiration equal to the Maturity of the Note in amounts not to exceed in the aggregate of $15,000,000.00. 

LOAN COVENANTS AND CONDITIONS. An exhibit, titled “LOAN COVENANTS AND CONDITIONS,” is attached to this Agreement and by this reference is made a part of this Agreement just as if all the provisions, terms and conditions of the Exhibit had been fully set forth in this Agreement.

PRIOR TO SIGNING THIS AGREEMENT, EACH OF THE UNDERSIGNED READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. EACH OF THE UNDERSIGNED AGREES TO THE TERMS OF THE AGREEMENT.

BORROWER:

SIMWON AMERICA CORP.

BANK OF HOPE

LaserPro, Ver. 25.3.10.002 Copr. Finastra USA Corporation 1997, 2026.     All Rights Reserved.      - CA C:\CFIWCA\CFI\LPL\D20C.FC TR-29596 PR-56 (M)

LOAN COVENANTS AND CONDITIONS

This LOAN COVENANTS AND CONDITIONS is attached to and by this reference is made a part of the Change In Terms Agreement, dated September 17, 2026, and executed in connection with a loan or other financial accommodations between BANK OF HOPE and SIMWON AMERICA CORP.

The Loan Covenants in the Change in Terms Agreement dated September 26, 2025, between the Borrower and Lender (“Loan Agreements”) are hereby modified as follows:

Reporting Requirements for Borrower

Reporting Requirements for Guarantor

Financial Covenants and Other Conditions

THIS LOAN COVENANTS AND CONDITIONS IS EXECUTED ON SEPTEMBER 17, 2026.

BORROWER:

SIMWON AMERICA CORP.

BANK OF HOPE

LaserPro, Ver. 25.3.10.002 Copr. Finastra USA Corporation 1997, 2026. All Rights Reserved. - CA
C:\CFIWCA\CFI\LPL\D20C.FC TR-29596 PR-56 (M)

AGREEMENT TO PROVIDE INSURANCE

INSURANCE REQUIREMENTS. Grantor, SIMWON AMERICA CORP. (“Grantor”), understands that insurance coverage is required in connection with the extending of a loan or the providing of other financial accommodations to Grantor by Lender. These requirements are set forth in the security documents for the loan. The following minimum insurance coverages must be provided on the following described collateral (the “Collateral”):

INSURANCE COMPANY. Grantor may obtain insurance from any insurance company Grantor may choose that is reasonably acceptable to Lender. Grantor understands that credit may not be denied solely because insurance was not purchased through Lender.

INSURANCE COMPANY. The Insurance Company should be a licensed insurance carrier with a national rating of “A.M. Best Rating B+ or better”.

COMMENTS. Lender’s Loss Payable Endorsement and/or Standard mortgagee’s clause to read: Bank of Hope, its successors and/or assigns, 3731 Wilshire Blvd., #200, Los Angeles, CA 90010.

FAILURE TO PROVIDE INSURANCE. Grantor agrees to deliver to Lender, on the latest delivery date stated above, proof of the required insurance as provided above, with an effective date of September 17, 2026, or earlier. Grantor acknowledges and agrees that if Grantor fails to provide any required insurance or fails to continue such insurance in force, Lender may do so at Grantor’s expense as provided in the applicable security document. The cost of any such insurance, at the option of Lender, shall be added to the indebtedness as provided in the security document. GRANTOR ACKNOWLEDGES THAT IF LENDER SO PURCHASES ANY SUCH INSURANCE, THE INSURANCE WILL PROVIDE LIMITED PROTECTION AGAINST PHYSICAL DAMAGE TO THE COLLATERAL, UP TO AN AMOUNT EQUAL TO THE LESSER OF (1) THE UNPAID BALANCE OF THE DEBT, EXCLUDING ANY UNEARNED FINANCE CHARGES, OR (2) THE VALUE OF THE COLLATERAL; HOWEVER, GRANTOR’S EQUITY IN THE COLLATERAL MAY NOT BE INSURED. IN ADDITION, THE INSURANCE MAY NOT PROVIDE ANY PUBLIC LIABILITY OR PROPERTY DAMAGE INDEMNIFICATION AND MAY NOT MEET THE REQUIREMENTS OF ANY FINANCIAL RESPONSIBILITY LAWS.

AUTHORIZATION. For purposes of insurance coverage on the Collateral, Grantor authorizes Lender to provide to any person (including any insurance agent or company) all information Lender deems appropriate, whether regarding the Collateral, the loan or other financial accommodations, or both.

GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS AGREEMENT TO PROVIDE INSURANCE AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED SEPTEMBER 17, 2026.

GRANTOR:

SIMWON AMERICA CORP.

DISBURSEMENT REQUEST AND AUTHORIZATION

LOAN TYPE. This is a Variable Rate Nondisclosable Revolving Line of Credit Loan to a Corporation for $15,000,000.00 due on September 14, 2027. This is an unsecured renewal loan.

PRIMARY PURPOSE OF LOAN. The primary purpose of this loan is for:

SPECIFIC PURPOSE. The specific purpose of this loan is: To support the Borrower’s inventory purchase and working capital and to support issuance of Standby L/C.

DISBURSEMENT INSTRUCTIONS. Borrower understands that no loan proceeds will be disbursed until all of Lender’s conditions for making the loan have been satisfied. Please disburse the loan proceeds of $15,000,000.00 as follows:

CHARGES PAID IN CASH. Borrower has paid or will pay in cash as agreed the following charges:

NOTICE FOR DISBURSEMENT. The loan disbursement amount paid to Borrower and others on Borrower’s behalf can be changed depending on loan disbursement date without separate Borrower’s consent.

FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER’S FINANCIAL CONDITION AS DISCLOSED IN BORROWER’S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION IS DATED SEPTEMBER 17, 2026.

LaserPro, Ver. 25.3.10.002 Copr. Finastra USA Corporation 1997, 2026. All Rights Reserved. - CA
C:\CFIWCA\CFI\LPL\I20.FC TR-29596 PR-56

3200 Wilshire Blvd. Suite 400
Los Angeles, CA 90010

Debit Authorization

9/17/2026

Bank of Hope is hereby authorized to debit the following customer’s account.

Beneficial Ownership Certification Form

Section II – Legal Entity Information

Section III – Ultimate Beneficial Ownership Information (Ownership Prong)

Anyone directly or indirectly, through any contract, arrangement, relationship, or otherwise, owns 25% or more of the equity interests of the Legal Entity listed above (If legal entity formed outside of United States, threshold is 10%. Please attach a separate page if additional space is needed)

ID Types for U.S. persons (all must be unexpired): Driver’s licenses or other state photo identity cards issued by Department of Motor Vehicles (or equivalent); U.S. passport; U.S. passport card; DHS trusted traveler cards (Global Entry, NEXUS, SENTRI, FAST); U.S. Department of Defense ID; Permanent resident card; Federally recognized, tribal-issued photo ID.

ID Types for Non-U.S. persons: Unexpired government-issued identification evidencing nationality or residence and bearing a photograph or similar safeguard, such as a driver’s license or passport.

*Note: For Non-U.S. persons - SSN, passport or similar identification number. In lieu of a passport number, an alien identification card number, or number and country of issuance of any other government-issued document evidencing nationality or residence and bearing a photograph or similar safeguard.

If no individual meets this definition, please enter “Not Applicable” below and explain (i.e. All ≤25%; Charity/Non-Profit & etc.):

SIMWON AMERICA CORP. IS 100% OWNED BY PARENT COMPANY, SIMWON TECH INC. IN S. KOREA.

Beneficial Owner Detail: As applicable, explain any layers of Beneficial Ownership, etc. (Example, ABC Co. is 50% owned by 123 Corp. 123 Corp. is 50% owned by John Doe; therefore, John is a 25% Beneficial Owner of ABC Co.)

SIMWON AMERICA CORP. IS 100% OWNED BY PARENT COMPANY, SIMWON TECH INC. IN S. KOREA.

Section IV – Individual with Significant Control (Control Prong)

Please provide the following information for one individual with significant responsibility for managing or directing the Legal Entity listed above, including, an executive officer or senior manager (e.g., Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, President, Vice President, Treasurer); or Any other individual who regularly performs similar functions. (If appropriate, an individual listed under Section III above may also be list in Section IV)

*Note: For Non-U.S. persons - SSN, passport or similar identification number. In lieu of a passport number, an alien identification card number, or number and country of issuance of any other government-issued document evidencing nationality or residence and bearing a photograph or similar safeguard.

Section V – Certification

I, YOUNGSEOK PARK, PRESIDENT (name and title of natural person opening account), hereby certify, to the best of my knowledge, that the information provided above is complete and correct.

ELECTRONIC SIGNATURE ACKNOWLEDGEMENT AND CONSENT FORM

I, Young Seok Park, as President & Secretary of SIMWON AMERICA CORP., agree and understand that by signing the Electronic Signature Acknowledgment and Consent Form, that all electronic signatures are the legal equivalent of my manual/handwritten signature and I consent to be legally bound to this agreement. I further agree my signature on this document is as valid as if I signed the document in writing. This is to be used in conjunction with the use of electronic signatures on all forms regarding any and all future documentation with a signature requirement, should I elect to have signed electronically.

Under penalty of perjury, I herewith affirm that my electronic signature, and all future electronic signatures, were signed by myself with full knowledge and consent and am legally bound to these terms and conditions.

 

Signature:

/s/ Youngseok Park

Date:

9/17/2026