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Long Term Liabilities Promissory Note-Related Party

3 Months Ended

Jul. 31, 2025

Long Term Liabilities Promissory Note-Related Party

Note 9 – Related Party Note Payable and Related Party Convertible Note Payable

In connection with the Company’s acquisition of Fat Panda Inc. on June 6, 2025, the Company issued three notes payable to selling shareholders, one of whom is now an employee of the Company.

The first note payable was issued in the principal amount of $360,850 ($500,000 CAD) to certain selling shareholders of Fat Panda Inc. The note is interest free and repayable in full within 15 days following the date that Canada Revenue Agency issues a letter confirming that there is no tax liability in respect of an issue identified in the Purchase Agreement for acquisition of the Fat Panda group of companies. If the letter from Canada Revenue Agency indicates that there is a tax liability in respect of an issue identified in the Purchase Agreement, the amount of the loan repayment will be reduced, dollar for dollar, by the amount of any tax liability assessed.

The second note payable was issued in the principal amount of $743,351 ($1,030,000 CAD) to the President of Fat Panda, a former owner and current employee of the Company. The note bears interest at 7% per annum, with interest payable monthly. The note has a maturity date of November 30, 2026.

As the rate of interest on the promissory note was considered to be less than market rate, the fair value of the loan was determined to be to be $634,974 ($879,831 CAD).

The difference of $108,377 ($150,169 CAD) between the face value of the promissory note and its fair value or the promissory has been treated as debt discount and is being amortized over the life of the note payable on a straight-line basis which equates to the effective interest rate method.

During the period June 7, 2025 – July 31, 2025, interest of $7,660 was incurred.

	Successor			Predecessor
	July 31,			April 30,
	2025			2025
	(Unaudited)			(Audited)

Promissory Note	$	743,351		$	-

Less: debt discount		(108,377	)		-

Promissory Note, net of discount	$	634,974		$	-

CEA Industries Inc.

Notes to Condensed Consolidated Financial Statements

July 31, 2025

(in US Dollars except share numbers)

(Unaudited)

The third note payable, also issued to the President of Fat Panda, is a convertible promissory note with a principal amount of $743,351 ($1,030,000 CAD). The note bears interest at 7% per annum and is convertible, at the Lenders option, in shares of the Company’s common stock at a conversion price of $19 per share. If no conversion notice is submitted to the Company by the Lender before the due date of his intent to convert the principal amount, the entire principal plus interest shall become due on June 1, 2027.

Debt discount of $9,248 ($12,814 CAD) is being amortized over the life of the note payable on a straight-line basis which equates to the effective interest rate method.

During the period June 7, 2025 – July 31, 2025 (Successor), interest of $7,660 was incurred.

	Successor			Predecessor
	July 31,			April 30,
	2025			2025
	(Unaudited)			(Audited)

Promissory Note	$	743,351		$	-

Less: debt discount		(1,588	)		-

Promissory Note, net of discount	$	741,763		$	-

CEA Industries Inc.

Notes to Condensed Consolidated Financial Statements

July 31, 2025

(in US Dollars except share numbers)

(Unaudited)