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FinTrade Sherpa (FTSP) pledges Alpha-Optimus IP for interim debt

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

FinTrade Sherpa, INC entered into an Interim Promissory Note with its largest shareholder and debt holder, Lode Star Gold, INC, providing secured interim financing tied to existing arrangements. The note carries an aggregate principal of $74,811.50 as of March 30, 2026, retroactively bearing a daily compounding interest rate of 0.0411% or 15.0015% per annum from April 1, 2026, and maturing on March 31, 2028.

To secure this debt, FinTrade granted Lode Star Gold a security interest in its Alpha-Optimus intellectual property, including trademarks, copyrights, patents, trade secrets, proprietary software, and related goodwill. The lender perfected this security interest via a UCC-1 financing statement filed with the Texas Secretary of State on April 1, 2026.

Positive

  • None.

Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Interim note principal $74,811.50 Aggregate principal amount as of March 30, 2026
Daily interest rate 0.0411% daily Retroactive to April 1, 2026, with daily compounding
Annual interest rate 15.0015% per annum Stated annualized rate on interim promissory note
Maturity date March 31, 2028 Indebtedness under Interim Promissory Note
UCC-1 filing date April 1, 2026 UCC-1 Financing Statement filed in Texas
Interim Promissory Note financial
"entered into an Interim Promissory Note with Lode Star Gold, INC"
Security Interest financial
"the Company granted the Lender a Security Interest in certain intellectual property assets"
A security interest is a legal claim a lender or creditor holds on a borrower's asset as collateral to secure repayment; if the borrower fails to pay, the creditor can seize or sell that asset to recover money owed. Think of it like a pawnshop tag on an item that gives the pawnbroker the right to sell it if the loan isn't repaid. For investors, security interests matter because they change how safely lenders and bondholders can recover funds and affect the hierarchy of claims if a company faces financial trouble.
IP Collateral financial
"proprietary software, and related goodwill (collectively, the “IP Collateral”)"
UCC-1 Financing Statement regulatory
"the Lender filed a UCC-1 Financing Statement with the Texas Secretary of State"
events of default financial
"contains customary representations, warranties, covenants, and events of default"
Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.
Understanding 8-K Material Events →
false 0001319643 false false false false 0001319643 2026-04-08 2026-04-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

Form 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) April 8, 2026

 

FinTrade Sherpa, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   000-53676   47-4347638
(State or other jurisdiction of
incorporation or organization)		   Commission File Number   (I.R.S. Employer
Identification No.)

 

 1 East Liberty Street, Suite 600

Reno, NV 89501

  89501
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: 775-234-5443

 

______________________________________________

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
None N/A N/A

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

Item 1.01 - Interim Promissory Note and Security Interest Agreement

 

On April 8, 2026 FinTrade Sherpa, INC (the “Company”) entered into an Interim Promissory Note with Lode Star Gold, INC (the “Lender”), the Company’s largest shareholder and largest Current Liability debt holder, in connection with the Company’s existing financing arrangements. Under the terms of the Interim Promissory Note, the Company granted the Lender a Security Interest in certain intellectual property assets, namely its Alpha-Optimus project including but not limited to trademarks, copyrights, patents, trade secrets, proprietary software, and related goodwill (collectively, the “IP Collateral”).

 

The Security Interest was granted in connection with the Company’s entry into an Interim Promissory Note dated April 8, 2026 under which the Lender provided periodic interim financing in the aggregate principal amount of $74,811.50 as at the end of March 30, 2026 plus ongoing amounts due after the date of this filing. Retroactive to April 1, 2026, FinTrade will pay a daily compounding interest rate of 0.0411% or 15.0015% per annum. The Company also agrees that all payments applied to the debt shall be applied to the total interest accrued first before being applied to the principal balance. The period of this indebtedness will mature on March 31, 2028

 

To perfect its Security Interest in the IP Collateral, the Lender filed a UCC-1 Financing Statement with the Texas Secretary of State on April 1, 2026, naming the Company as debtor and the Lender as secured party. The UCC-1 filing covers the IP Collateral described in the Security Agreement.

 

The Security Agreement contains customary representations, warranties, covenants, and events of default for secured lending transactions of this type.

 

The foregoing description of the Security Agreement and related documents does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which the Company intends to file as exhibits to an amendment to this Form 8-K or with its next periodic report.

 

Item 2.03 - Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

 

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 9.01 - Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit 10.1 - Interim Promissory Note and Security Interest dated April 8, 2026 between the Company and the Lender

 

Exhibit 10.2 - UCC-1 Financing Statement filed with the Texas Secretary of State on April 1, 2026.

 

Exhibit 104 - Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

     
  FinTrade Sherpa, INC  
     
Date: April 14, 2026 By:  s/ Mark Walmesley  
    Mark Walmesley  
    Chief Executive Officer  

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What financing did FinTrade Sherpa (FTSP) enter into with Lode Star Gold?

FinTrade Sherpa entered into an Interim Promissory Note with Lode Star Gold, its largest shareholder and debt holder. The agreement provides interim financing with principal of $74,811.50 as of March 30, 2026, under secured lending terms.

What interest rate applies to FinTrade Sherpa’s new interim debt?

The Interim Promissory Note carries a daily compounding interest rate of 0.0411%, equivalent to 15.0015% per annum, retroactive to April 1, 2026. All payments are applied to accrued interest first, then to principal, affecting how quickly the balance can be reduced.

When does FinTrade Sherpa’s interim promissory note mature?

The indebtedness under the Interim Promissory Note matures on March 31, 2028. Until that date, FinTrade Sherpa is obligated to service the debt at the agreed 15.0015% annual interest rate, with interest taking priority over principal in payment allocation.

What collateral secures FinTrade Sherpa’s obligations under this note?

FinTrade Sherpa granted a security interest in its Alpha-Optimus intellectual property, including trademarks, copyrights, patents, trade secrets, proprietary software, and related goodwill. This IP Collateral backs repayment obligations, giving the lender recourse to these assets upon default events.

How was the security interest in FinTrade Sherpa’s IP perfected?

The lender perfected its security interest by filing a UCC-1 Financing Statement with the Texas Secretary of State on April 1, 2026. The filing names FinTrade Sherpa as debtor and Lode Star Gold as secured party and covers the defined IP Collateral.

Filing Exhibits & Attachments

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Agreements & Contracts

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