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Secured Notes Payable – Related Party

12 Months Ended

Dec. 31, 2024

9. Secured Notes Payable – Related Party

Secured notes payable to a related party consists of the following at December 31, 2024 and 2023:

Schedule of Notes Payable Related Party

	December 31, 2024			December 31, 2023
	Successor
	December 31, 2024			December 31, 2023
Secured note payable – related party	$	2,000,000		$	-
Less debt discount		(4,000	)		-
Total principal balance		1,996,000			-
Accrued interest		64,274			-
Total principal and accrued interest		2,060,274			-
Less current portion		(2,060,274	)		-
Non-current portion	$	-		$	-

On September 20, 2024, the Company entered into a secured promissory note (the “Note”) with Spars Capital Group LLC (“Spars Capital”) in the principal amount of $2,000,000 bearing annual interest of 11.5% that has a maturity date of January 20, 2025. The Note has an origination fee and expenses of $22,000, which was recorded as a debt discount and is being amortized over the term of the Note and may be prepaid without penalty. The Note is collateralized by a blanket lien on the assets of the Company under the terms of a Security Agreement and is subordinated only to the line of credit (see Note 7). The Note and Security Agreement are subject to additional customary terms and conditions. Spars Capital is owned by a family trust affiliated with Elliot Bohm, a member of the Board of Directors of the Company and the President of CardCash Exchange, Inc., a subsidiary of Giftify. As of December 31, 2024, the notes payable had an aggregate principal balance outstanding of $2,000,000, a debt discount balance of $4,000, and accrued interest payable of $64,274.