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CONVERTIBLE DEBT
 6 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
CONVERTIBLE DEBT

NOTE 10 – CONVERTIBLE DEBT

 

On January 3, 2023, the Company and Freight Opportunities LLC (the “Noteholder”) entered into a Securities Purchase Agreement pursuant to which the Company issued to the Noteholder a convertible promissory note in the principal amount of up to $6,593,407 (the “2023 Convertible Note” or the “Note”). The Note carried an original issue discount of nine percent (9%), or in the aggregate, up to $593,407 (the “OID”). The Note has a maturity date of January 3, 2029.

 

On September 3, 2024, the Company entered into a Cancellation Agreement with Freight Opportunities, LLC to cancel the fair value of $219,840 and interest outstanding of $482,103 under the Convertible Note. This was accounted for as a gain on extinguishment of debt on the consolidated statement of operations for the year ended December 31, 2024.

 

The Company recorded interest expense pursuant to the stated interest rates on the Note in the amounts of $0 and $24,583 for the six months ended June 30, 2025 and June 30, 2024, respectively.

 

On April 29, 2025, the Company entered into a Securities Purchase Agreement with certain accredited investors wherein the Company agreed to sell and the buyers agreed to purchase senior $1 million of convertible notes and warrants to purchase additional notes of up to $19 million for a total purchase price up to $20,000,000. The Company will use the net proceeds from the Offering to purchase TRUMP coins. On May 12, 2025, the buyers exercised $1 million of warrants to purchase additional convertible notes. On May 27, 2025, the buyers exercised their right to convert $1.5 million of the convertible notes into Series A4 preferred shares. As of June 30, 2025, $500,000 of the convertible notes remained outstanding. For the three months ending June 30, 2025, the Company accrued interest of $9,834 related to the convertible notes outstanding.