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NOTES AND CONVERTIBLE NOTE PAYABLE
 3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
NOTES AND CONVERTIBLE NOTE PAYABLE

NOTE 10 – NOTES AND CONVERTIBLE NOTE PAYABLE

 

 

NOTE AND CONVERTIBLE NOTES PAYABLE DUE WITHIN 1 YEAR

  March 31, 2026   December 31, 2025 
AGIG convertible note payable  $5,000,000   $- 
Accrued interest on AGIG convertible note payable   1,358,904    - 
BFH AGIG note payable – related party   435,000    435,000 
BFH HUSA note payable – related party   -    3,500,000 
Accrued interest on BFH HUSA note payable – related party   -    33,562 
Notes payable  $6,793,904   $3,968,562 
           
NOTE AND CONVERTIBLE NOTE PAYABLE DUE GREATER THAN 1 YEAR          
           
AGIG convertible note payable  $-   $5,000,000 
Accrued interest on AGIG convertible note payable   -    1,260,274 
Convertible note payable non-current  $-   $6,260,274 
           
TOTAL NOTE AND CONVERTIBLE NOTES PAYABLE  $6,793,904   $10,228,836 

 

 

As of March 31, 2026 and December 31, 2025, the weighted average interest rate on the Company’s notes and convertible notes payable was 7.4% and 7.2%, respectively.

 

Future annual repayment of notes – related party, convertible notes and accrued interest as of March 31, 2026 is as follows:

 

Years ended December 31,     
Due on demand  $435,000 
2027   6,358,904 
Present value of minimum payments  $6,793,904 

 

AGIG Convertible Note Payable

 

Effective November 7, 2022, AGIG LLC issued a $5,000,000 convertible promissory note (the “AGIG Convertible Note”) with an interest rate of 8%. Repayment or conversion of this note into equity securities of AGIG LLC occurs as follows (a) repayment at the Maturity date of November 7, 2023, or (b) at the lender’s sole option, conversion of the outstanding principal and interest into equity securities of AGIG LLC, upon the closing of a private offering of AGIG LLC, equity securities (“Next Round Funding”). If the lender exercises its option to convert the AGIG Convertible Note into equity securities, the AGIG Convertible Note is convertible into a variable number of equity securities at the same price paid by investors in the Next Round Funding to satisfy the outstanding AGIG Convertible Note balance. The Company had the option to extend the maturity date of the AGIG Convertible Note by 12 months with the mutual consent of the lender. On September 29, 2025, the maturity date on the AGIG convertible note payable was extended to January 1, 2027. Consequently, during the first quarter of 2026 the AGIG Convertible Note was reclassified from being a long term liability to a current liability.

 

During the three months ending March 31, 2026, and 2025, the Company recognized interest expense of $98,630 in both periods.

 

As of March 31, 2026 and December 31, 2025, the balance of the outstanding AGIG Convertible Note, together with accrued interest was $6,358,904 and $6,260,274, respectively.

 

As of March 31, 2026 and December 31, 2025, the effective annual interest yield on the AGIG Convertible Note was 8%.

 

BFH AGIG Note Payable - Related Party

 

Effective February 28, 2025, BFH (a related party) advanced $885,000 to the Company by way of a note payable. The note payable is interest-free, due and payable in full on or before the 120th day following the date of funding (the “Maturity Date”) and was collateralized by the grant receivable from the UK government’s Advance Fuel Fund. The Company was required to repay the note payable in tranches before the Maturity Date from grant reimbursement funds received by the Company under its grant receivable.

 

 

During the three months ended March 31, 2025, $200,000 was repaid in respect of the BFH AGIG Note Payable - Related Party.

 

A further $250,000 was repaid on the BFH AGIG Note Payable - Related Party on May 23, 2025.

 

Effective August 14, 2025, the related party lender waived the default under the terms of the note payable and extended the term of the note payable until such reasonable time that the Company has adequate cash on hand to repay the note.

 

3i HUSA Convertible Note

 

On July 10, 2025, the Company entered into a securities purchase agreement with an institutional investor (“3i”), pursuant to which the Company issued a senior secured convertible note in the original principal amount of $5,434,783 (the “3i HUSA Convertible Note”) with 8.0% original issue discount and received $5,000,000 in cash. The Company used the net proceeds from the 3i HUSA Convertible Note, together with cash on hand, to finance the acquisition of a 25-acre site in Baytown, Texas.

 

During the year ended December 31, 2025, the Company made prepayments on the 3i HUSA Convertible Note using proceeds from its equity line of credit, registered direct offerings, and proceeds from the issuance of debt to Bower Family Holdings, LLC (“BFH”), a related party. The Company fully extinguished the remaining principal balance of the 3i HUSA Convertible Note during the fourth quarter of 2025. Total cash payments made during the year ended December 31, 2025 amounted to $5,994,139.

 

As a result of these prepayments and the extinguishment of the debt, the Company recognized a total loss on debt extinguishment of $880,379 in the consolidated statements of operations for the year ended December 31, 2025. This loss consisted of the write-off of unamortized debt discount of $321,023 and prepayment premiums of $559,356.

 

During the year ended December 31, 2025, the Company recognized interest expense of $225,600 related to the 3i HUSA Convertible Note, which included $113,760 attributable to the amortization of the debt discount.

 

BFH HUSA Note Payable – Related Party

 

On November 12, 2025, in exchange for BFH (a related party) paying $3,500,000 to prepay, on behalf of the Company, a portion of the 3i HUSA Convertible Note per contractual terms of the 3i HUSA Convertible Note, the Company issued to BFH a new senior secured note in the original principal amount of $3,500,000 (the “BFH HUSA Note”).

 

The BFH HUSA Note carried interest at 7.0% per annum and had a stated maturity date 12 months from the date of issuance, unless earlier prepaid in accordance with its terms. Repayment was required to be made in cash on the maturity date. While any portion of the BFH HUSA Note was outstanding, if the Company carried out any subsequent placements, the Company would be required to first use 40.0% of the net proceeds to repay 105% of the outstanding balance of the BFH HUSA Note in cash plus accrued and unpaid charges (if any). Accumulated interest was required to be paid in cash on a quarterly basis.

 

In the event of a change of control, the Company was required to prepay 100.0% of the aggregate outstanding amount of the BFH HUSA Note plus the make-whole amount in cash upon closing of the change of control transaction. The BFH HUSA Note was subject to customary Events of Default. In the event of a default, interest would accrue at the lesser of 18.0% per annum or the maximum legal rate.

 

The BFH HUSA Note was secured by a first-priority lien on the land acquired by the Company in Baytown, Texas. The lien established under this agreement was pari passu in priority with any existing debt obligations.

 

During the year ended December 31, 2025, the Company accrued interest payable of $33,562 in respect of this loan.

 

As of December 31, 2025, the balance of the outstanding BFH HUSA Note, together with accrued interest, was $3,533,562 and the effective annual interest yield on this note was 7%.

 

During the three months ending March 31, 2026, the Company accrued $60,355 in respect of this loan.

 

Effective March 31, 2026, the Company repaid the entire $3,500,000 principal balance of the BFH HUSA Note, together with accrued interest of $93,917.