| Schedule of Amount Due to Related Parties |
Amount
due to related parties
| |
|
Nature |
|
June 30,
2026 |
|
|
December 31,
2025 |
|
| TP HK(1) |
|
Amount due to the related party |
|
$ |
120,787 |
|
|
$ |
113,498 |
|
| Mr. Wellen Sham(2) |
|
Amount due to the related party |
|
|
2,905,162 |
|
|
|
2,823,585 |
|
| Ms. Ling Houng Sham (2) |
|
Amount due to the related party |
|
|
342,652 |
|
|
|
330,751 |
|
| FLFV Sponsor(3) |
|
Amount due to the related party |
|
|
190,000 |
|
|
|
190,000 |
|
| |
|
|
|
$ |
3,558,601 |
|
|
$ |
3,457,834 |
|
|
- |
Amount due to related parties, noncurrent |
| |
|
Nature |
|
June 30,
2026 |
|
|
December 31,
2025 |
|
| Mr.
Wellen Sham(2) |
|
Amount due to the related party |
|
$ |
574,773 |
|
|
$ |
— |
|
| |
|
|
|
$ |
574,773 |
|
|
$ |
— |
|
|
(1) |
The balance due to TP HK represented the payments made by TP HK on behalf of TP Holdings regarding the
office rental fee and employee salary expenses. The balance is interest free and is repayable on demand. |
|
(2)
|
The balance due to Mr. Wellen Sham, including
current and noncurrent, represented the promissory notes of $560,000
for extension of FLFV, promissory notes of $2,537,824
for the daily operation of the Company, other payable of $42,000
for payment of operating expenses on behalf of the Company and interest payable of $340,111.
The promissory notes issued to Mr. Wellen Sham bear interest rates ranging between 8%
and 10%.
On May 29, 2026, the Company and Mr. Wellen Sham executed allonges extending the maturity dates of certain promissory notes payable to
Mr. Sham. As of June 30, 2026, six of these notes, with aggregate principal amounts of $574,773,
had amended maturity dates ranging from July 25, 2027 through April 28, 2028 and were classified as amounts due to related parties, non-current.
On May 29, 2026, the Company granted Mr. and
Ms. Sham a first-priority security interest over substantially all of its assets – including the prepayment of approximately $13.1
million under the Forward Purchase Agreement, and pledged 100%
of the shares of TP NEV.
The balance due to Ms. Ling Houng Sham represented
promissory notes of $300,000
for extension of FLFV and interest payable of $42,652.
The promissory notes issued to Ms. Ling Houng Sham matured through June 2027 with interest rate of 8%. |
| |
|
| (3) |
In May and June 2024, FLFV issued three promissory notes to the FLFV Sponsor in exchange for an aggregated
loan of $190,000
from the FLFV Sponsor, among which $50,000
was payable on closing of the Business Combination, and $140,000
was payable on July 21, 2024. As of the date of these financial statements, the Company has not settled the promissory notes with FLFV
Sponsor. |
|