FTSP 8-K
FinTrade Sherpa, Inc. (FTSP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
Commission File Number | (I.R.S. Employer Identification No.) |
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| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code:
______________________________________________
(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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| 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
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 | |||
Exhibit 10.1
FinTrade Sherpa, INC
1 East Liberty Street
Suite 600
Reno, NV 89501
April 8, 2026
Dear Ms. Humphries;
Pursuant to your Letter of Termination of Financial Support dated April 1, 2026.
First, let me mention FinTrade Sherpa, INC’s (FinTrade, Company, Borrower) appreciation of your financial support when no other supporting funding was available. Unfortunately, communication with the other major parties affiliated with the Alpha-Optimus project has not yielded additional funding at the moment.
We do recognize the Company’s indebtedness to you of $74,811.50 plus certain “clean-up” expenses needed to be expended to maintain your company’s good standing within its community of purveyors.
For time being may I propose the following as an Interim Promissory Note:
Whereas, The Company is the “Borrower” and Lode Star Gold, INC is the “Lender”.
| 1. | PRINCIPAL AMOUNT -The principal amount borrowed shall be $74,811.50 plus other remaining amounts yet to be added. |
| 2. | INTEREST RATE - 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. |
| 3. | REPAYMENT TERMS - FinTrade agrees to repay the full amount of all monies owed later that May 31, 2028. |
The Company further agrees to making monthly payments of not less than US$8,000.00 commencing on June 1, 2026 and continuing on the same day of each subsequent month until the Note is paid in full.
| 4. | METHOD OF PAYMENT – Payments shall be by bank transfer. |
| 5. | PREPAYMENT – The Company may prepay the Loan, in whole or in part, at any time without penalty. Any prepayment shall first be applied to accrued interest, then to principal. |
| 6. | LATE PAYMENT - The Company also understands that time is of the essence and will use its best efforts to pay off this indebtedness. If any payment is more than 5 days late, the Borrower agrees to pay a late fee of 2% of the overdue amount. |
Grace Period to Cure: Any payment that remains unpaid more than 45 days after its due date shall be considered in DEFAULT at which Items 7 and 9b become effective.
| 7. | DEFAULT – The Company shall be considered in default if: |
| a) | The Borrower fails to make any required payment of principal or interest |
| b) | The Borrower becomes insolvent or files for bankruptcy |
| c) | The Borrower breaches any term of this Agreement |
Upon default, the full remaining balance of principal and interest shall become immediately due at the Lender’s discretion.
| 8. | In the event that the Company has failed to pay all its aforementioned debt, Lode Star Gold, may convert, at a time of its own choosing, a “Shares for Debt” at a price per share of no greater than the allowable discount to the then market price of the shares. |
| 9. | COLLATERAL - As collateral the Company hereby pledges the intellectual property as defined in the Asset Purchase Agreement between FinTrade Sherpa, INC and Tarka L'Herpiniere dated February 12, 2025. |
The Company represents and warrants that:
| · | They are the sole and lawful owner of the Intellectual Property listed above. |
| · | The Intellectual Property is free of all liens, claims, licenses, encumbrances, or security interests unless otherwise disclosed in writing to the Lender. |
| · | They have full authority to grant a security interest in the Intellectual Property. |
The Borrower agrees not to transfer, license, assign, encumber, or otherwise dispose of the Intellectual Property without the Lender’s prior written consent.
| a) | UCC-1 Filing |
To perfect the Lender’s security interest in the Collateral, the Company recognizes the UCC-1 Financing Statement the Lender made with the State of Texas filed on April 1, 2026. The Company agrees to execute any additional documents reasonably required to maintain or continue the perfection of the Lender’s security interest.
The Company further agrees that the Lender filed the aforementioned UCC-1 Financing Statement without the need for the Company’s signature, to the extent permitted by law, and may describe the Collateral in such filing in a manner sufficient to perfect the security interest, including using generic descriptions such as “all assets” or “all general intangibles,” if applicable.
| b) | Rights Upon Default |
In the event of default, the Lender may take possession of, license, assign, sell, or otherwise dispose of the Collateral in accordance with applicable law. Proceeds shall be applied first to enforcement and sale costs, then to accrued interest, and finally to principal. Any surplus shall be returned to the Borrower; any deficiency shall remain the Borrower’s obligation.
| 10. | GOVERNING LAW - This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada. |
| 11. | AMENDMENTS - Any modification to this Agreement must be in writing and signed by both Parties. |
Ms. Humphries, if you are agreeable to the above Terms and Conditions of this Promissory Note dated April 8, 2026, please affix your signature below.
| Borrower: FinTrade Sherpa, INC | Lender: Lode Star Gold, INC | ||||
| Signature: | /s/ Mark Walmesley | Signature: | /s/ Lonnie Humphries | ||
| Mark Walmesley | Lonnie Humphries | ||||
| Title: President, CEO | Title: President, | ||||
| Date: | 4/8/2026 | Date: | 4/8/2026 | ||
Exhibit 10.2
UCC FINANCING STATEMENT FOLLOW INSTRUCTIONS A. NAME & PHONE OF CONTACT AT SUBMITTER (optional) Mark Walmeslety B. E-MAIL CONTACT AT SUBMITTER (optional) C. SEND ACKNOWLEDGMENT TO: (Name and Address) FILED: Texas Secretary of State FILING#: 260001 876120 FILING DATE: 04/01/2026 12:13 PM TRACKING#: 15516244260001 SEE BELOW FOR SECURED PARTY CONTACT INFORMATION THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1. DEBTOR 'S NAME: Provide only one Debtor name (1a or 1b) (use exact, full name; do not omit, modify, or abbreviate any part of the Debtor's name); if any part of the Individual Debtor's name will not fit in line 1b, leave all of item 1 blank, check here o and provide the Individual Debtor information in item 10 of the Financing Statement Addendum (Form UCC1Ad) 1a. ORGANIZATION'S NAME FinTrade Sherpa, INC OR 1b. INDIVIDUAL'S SURNAME FIRST PERSONAL NAME ADDITIONAL NAME(S)/INITIAL(S) SUFFIX 1c. MAILING ADDRESS 13529 SKINNER RD STE N CITY CYPRESS STATE TX POSTAL CODE 77429-1775 COUNTRY USA 2. DEBTOR'S NAME: Provide only one Debtor name (2a or 2b) (use exact, full name; do not omit, modify, or abbreviate any part of the Debtor's name); if any part of the Individual Debtor's name will not fit in line 2b, leave all of item 2 blank, check here 0 and provide the Individual Debtor information in item 10 of the Financing Statement Addendum (Form UCC1 Ad) 2a. ORGANIZATION'S NAME OR 2b. INDIVIDUAL'S SURNAME FIRST PERSONAL NAME ADDITIONAL NAME(S)/INITIAL(S) SUFFIX 2c. MAILING ADDRESS CITY STATE I POSTAL CODE COUNTRY 3. SECURED PARTY'S NAME (or NAME of ASSIGNEE of ASSIGNOR SECURED PARTY): Provide only one Secured Party name (3a or 3b) 3a. ORGANIZATION'S NAME Lode Star Gold, INC OR 3b. INDIVIDUAL'S SURNAME FIRST PERSONAL NAME ADDITIONAL NAME(S)/INITIAL(S) SUFFIX 3c. MAILING ADDRESS 13529 SKINNER RD STE N CITY CYPRESS STATE TX POSTAL CODE 77429-1775 COUNTRY USA 4. COLLATERAL: This financing statement covers the following collateral: The intellectual property as defined in the Asset Purchase Agreement between FinTrade Sherpa, INC and Tarka L'Herpiniere dated February 12, 2025. 5. Check only if applicable and check only one box: Collateral is o held in a Trust (see UCC1Ad, item 17 and Instructions) o being administered by a Decedent's Personal Representative 6a. Check only if applicable and check only one box: 6b. Check only if applicable and check only one box: o Public-Finance Transaction o Manufactured-Home Transaction o A Debtor is a Transmitting Utility o Agricultural Lien o Non-UCC Filing 7. ALTERNATIVE DESIGNATION (if applicable): o Lessee/Lessor o Consignee/Consignor o Seller/Buyer o Bailee/Bailor o Licensee/Licensor 8. OPTIONAL FILER REFERENCE DATA: FILING OFFICE COPY- UCC FINANCING STATEMENT (Form UCC1) (Rev. 07/01/23)