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Credit facilities
12 Months Ended
Dec. 31, 2025
Debt Disclosure [Abstract]  
Credit facilities

Note 8 – Credit facilities

 

Bank loans

 

Outstanding balances on bank loans consist of the following:

 

Bank Name 

Repayment

terms

 

Interest

Rate

  

Collateral/

Guarantee

 

As of

December 31, 2025

  

As of

December 31, 2024

 
             US$   US$ 
United Overseas Bank Limited  Due monthly beginning in June 2022 to May 2026   3.00%  Guaranteed by the Company’s shareholders  $171,154   $547,547 
The Development Bank of Singapore Limited  Due monthly beginning in September 2020 to August 2025   2.50%  Guaranteed by the Company’s shareholders   -    79,042 
DBS Bank Ltd  Due monthly beginning in March 2024 to Mar 2028   7.75%  Guaranteed by the Company’s shareholders   42,048    55,784 
Total long-term loans – bank              213,202    682,373 
Less: Discount on debt instrument              -    (21,384)
Less: Current portion              (188,950)   (482,454)
Total             $24,252   $178,535 

 

Short-term loans – third parties

 

Outstanding balances on short term loans – third parties consist of the following:

 

Lender Name  Maturities  Interest Rate   

Collateral/

Guarantee

 

As of

December 31, 2025

  

As of

December 31, 2024

 
              US$   US$ 
Allen Peter Anthony  August 2025  30.0 % p.a.  None  $-   $150,000 
Zeng Li Ren  September 2025 and October 2026  15.0 %(1)  None   527,853    300,000 
Lee Kim Tah Foundation  September 2025 and October 2026  15.0 %(3)  None   250,000    250,000 
Tan Tin Wee  September 2025 and October 2026  15.0 %(3)  None   50,000    50,000 
Le Phu Khanh Huy  September 2025 and October 2026  15.0 %(2)  None   1,541,221    1,412,285 
Oh Sock Ping  September 2025 and October 2026  15.0 %(3)  None   56,817    56,817 
Yee Kee  August 2025 and October 2026  15.0 %(2)  None   295,842    - 
Lim Li Wen Chloe  September 2025 and October 2026  15.0 %(1)  None   101,209    - 
Lew Hui Pau  July 2025 and October 2026  15.0 %(2)  None   77,853    - 
Teo Tian Seng  July 2025 and October 2026  15.0 %(2)  None   155,706    - 
Kang Yan Pte. Ltd.  July 2025 and October 2026  15.0 %(2)  None   101,598    - 
Zhu Zhi Qing  August 2025 and October 2026  15.0 %(2)  None   66,931    - 
Yee Sze Wei  August 2025 and October 2026  15.0 %(2)  None   22,362    - 
Loo Tze Kian  July 2025 and October 2026  15.0 %(2)  None   50,000    - 
Tan Choon Huat  July 2025 and October 2026  15.0 %(2)  None   100,000    - 
Kan Yut Keong  September 2025 and October 2026  15.0 %(1)  None   167,853    - 
Peh Ee Hong  July 2025 and October 2026  15.0 %(2)  None   120,000    - 
Alok Mishra  September 2025 and October 2026  15.0 %(1)  None   90,000    - 
Gurbinder Singh  September 2025 and October 2026  15.0 %(1)  None   38,927    - 
Jarrod Seah Chi Nam  August 2025 and October 2026  15.0 %(2)  None   100,000    - 
Yap Poh Jin Bryan  September 2025 and October 2026  15.0 %(1)  None   38,927    - 
Yvonne Lee  September 2025 and October 2026  15.0 %(1)  None   200,000    - 
Exchange rate different              13,516    - 
Total short-term loans – third parties             $4,166,615   $2,219,102 

 

Notes:

 

(1) The short-term loans currently bear interest at 15.0% per annum following an amendment effective October 9, 2025. Prior to this effective date, under the original terms of the agreements, the loans accrued interest at a rate of 15.0% per month. In practice, this initial rate remained in effect for a short-term period of up to three months from their respective origination dates through October 8, 2025.
(2) The short-term loans currently bear interest at 15.0% per annum following an amendment effective October 9, 2025. Prior to this effective date, under the original terms of the agreements, the loans accrued interest at a rate of 1.25% per week from their respective origination dates through October 8, 2025.
(3) The short-term loans currently bear interest at 15.0% per annum following an amendment effective October 9, 2025. Prior to this effective date, under the original terms of the agreements, the loans accrued interest at a rate of 30% per annum from their respective origination dates through October 8, 2025.

 

Amortization of discount on debt instruments in connection with the short term loans – third parties for the years ended December 31, 2025, 2024 and 2023 amounted to US$218,805, US$28,519 and US$28,376, respectively.

 

 

Convertible notes

 

The Company entered into a series of convertible note agreements with a group of investors and received approximately US$7.7 million (S$10,300,083) aggregate principal amount convertible promissory note over a period from April 2022 to July 20, 2022 (the “C-D Notes”). The C-D Notes shall bear interest at 5% per annum until such balance to be converted into the Company’s Class A Ordinary Shares. The C-D Notes have a mandatory automatic conversion feature, for which, upon the occurrence of the qualified equity financing, the C-D Notes plus accrued unpaid interest will be automatically converted into Class A Ordinary Shares at 70% issuance price or the C-D Notes will have a maturity conversion option using the Class A Ordinary Shares issuance price after 1 year from the issuance date of the C-D Notes. The investors of the C-D Notes have no redeemable option to redeem the notes.

 

The Company determined the C-D notes are within the scope of ASC 480 as the total number of shares to be issued are not known at inception until the issuance price of the next round of equity financing would take place. The Company also determined that the embedded conversions in the C-D Notes meets the scope exception to be considered indexed to a reporting’s own stock based on the two-step approach in accordance with ASC 815-40-15 and does not require to be separately accounted for as a derivative. As a result, the Company classified the C-D Notes as a debt instrument in its entirety. In March 2023, the Company converted the full balance of US$7,735,209 plus additional interest incurred from inception of the C-D Notes to the conversion date into 2,553,700 shares of the Company’s Class A Ordinary Shares.

 

In April and May 2024, the Company entered into five convertible note agreements with four investors and received approximately US$1.6 million aggregate principal amount convertible promissory notes with a conversion term of 6 months after the completion of the Company’s initial public offerings. One convertible note has a maturity date to be due in September 2025 and four convertible notes have a maturity date to be due in November 2025 (the “D-2 Notes”). The D-2 Notes shall bear interest at 8% per annum until such balance to be converted into the Company’s Class A Ordinary Shares. The conversion of the D-2 Notes will be at 70% of the proposed initial public offering (“IPO”) price or next round of financing. If IPO does not occur on or before the maturity date, the Company shall redeem the Note plus all accrued and unpaid interest in full, where the interest shall accrue at a rate of 20% instead of 8% per annum. The Company determined the D-2 Notes are within the scope of ASC 480 as the total number of shares to be issued are not known at inception until the issuance price of the next round of equity financing would take place. The Company also determined that the embedded conversions in the D-2 Notes meets the scope exception to be considered indexed to a reporting’s own stock based on the two-step approach in accordance with ASC 815-40-15 and does not require to be separately accounted for as a derivative. As a result, the Company classified the D-2 Notes as a debt instrument in its entirety.

 

In August and November 2024, the Company entered into four convertible note agreements with three investors and received approximately US$0.2 million aggregate principal amount convertible promissory notes with a conversion term of 6 months after the completion of the Company’s initial public offerings. Two convertible notes have a maturity date to be due in June 2026 (extended from February 2025), and two convertible notes have a maturity date to be due in May 2025 (the “D-2 Notes”). The D-2 Notes shall bear interest at 8% per annum until such balance to be converted into the Company’s Class A Ordinary Shares. The conversion of the D-2 Notes will be at 70% of the proposed initial public offering (“IPO”) price or next round of financing. If IPO does not occur on or before the maturity date, the Company shall redeem the Note plus all accrued and unpaid interest in full, where the interest shall accrue at a rate of 20% instead of 8% per annum. The Company determined the D-2 Notes are within the scope of ASC 480 as the total number of shares to be issued are not known at inception until the issuance price of the next round of equity financing would take place. The Company also determined that the embedded conversions in the D-2 Notes meets the scope exception to be considered indexed to a reporting’s own stock based on the two-step approach in accordance with ASC 815-40-15 and does not require to be separately accounted for as a derivative. As a result, the Company classified the D-2 Notes as a debt instrument in its entirety.

 

 

In February 2025, the Company signed the Amendment to the convertible note agreements for the aforementioned nine convertible notes to extend the maturity date to be due in June 2026. The interest rate increased from 8% per annum to 12% per annum beginning in February 2025. The conversion price of the D-2 Notes also amended to be 55% (amended from 70%) of the IPO price of $4.00.

 

In April 2025, the Company entered into two convertible note agreements with two investors and received approximately US$0.1 million aggregate principal amount convertible promissory notes with a conversion term of 6 months after the completion of the Company’s initial public offerings. Two convertible notes have a maturity date to be due in April 2026 (extended to October 2026). The D-2 Notes shall bear interest at 8% per annum until such balance to be converted into the Company’s Class A Ordinary Shares. The conversion of the D-2 Notes will be at 60% of the proposed initial public offering (“IPO”) price or next round of financing. If IPO does not occur on or before the maturity date, the Company shall redeem the Note plus all accrued and unpaid interest in full or the investors may elect to convert any of the Notes held by it at a conversion price of 60% of the subscription price of Series D-2. The Company determined the D-2 Notes are within the scope of ASC 480 as the total number of shares to be issued are not known at inception until the issuance price of the next round of equity financing would take place. The Company also determined that the embedded conversions in the D-2 Notes meets the scope exception to be considered indexed to a reporting’s own stock based on the two-step approach in accordance with ASC 815-40-15 and does not require to be separately accounted for as a derivative. As a result, the Company classified the D-2 Notes as a debt instrument in its entirety.

 

As of December 31, 2025 and 2024, convertible notes balance amounted to US$2,332,529 and US$1,900,965, respectively. Amortization of discount on debt instruments in connection with the convertible notes for the years ended December 31, 2025, 2024 and 2023 amounted to US$218,805, US$28,519 and US$28,376, respectively.

 

Interest expenses in connection with the forementioned loans and convertible notes for the years ended December 31, 2025, 2024 and 2023 amounted to US$1,965,894, US$319,076 and US$136,437 respectively.