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Related Party Note Payable and Related Party Convertible Note Payable

6 Months Ended

Oct. 31, 2025

Note 11 – 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 as a promissory note 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.

During the period August 1, 2025 – October 31, 2025, interest of $18,024 and amortization of debt discount $ 29,349 were incurred and expensed in the condensed consolidated statement of operations.

The table below represents the outstanding amount of promissory note:

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

Promissory Note	$	735,214		$	-

Less: debt discount		(78,119	)		-

Promissory Note, net of discount	$	657,095		$	-

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.

During the period August 1, 2025 – October 31, 2025 (Successor), interest of $18,024 and amortization of debt discount $ 1,872 were incurred.

The table below represents the outstanding amount of convertible promissory note:

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

Convertible Promissory Note	$	735,214		$	-

Less: debt discount		(7,292	)		-

Convertible Promissory Note, net of discount	$	727,922		$	-