---
schema_version: "secwatch.filing_event.v1"
accession: "0001185185-23-000333"
form_type: "8-K"
ticker: "FUST"
cik: "0001636051"
company_name: "FUSE GROUP HOLDING INC."
filed_at: "2023-04-13T23:59:59+00:00"
generated_at: "2026-06-17T02:39:27.017251+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.4
calibrated_materiality_score: 0.4
confidence: "high"
source: SEC EDGAR
---

# Fuse Group raises $100k via two convertible notes at 3% interest, $0.45 conversion price

## Summary
- Entered two Convertible Promissory Note Purchase Agreements with Liu Marketing (M) Sdn. Bhd. for $50,000 each on Feb 24 and Apr 10, 2023.
- Notes bear 3% annual interest, mature 24 months from funding; conversion price $0.45/share at holder's option.
- Total principal amount of $100,000; both notes sold under Regulation S exemption from registration.
- Interest payable on Feb 24 and Apr 10 of 2024 and 2025; default triggers 90-day cure period.

## SEC filing metadata
- accession: 0001185185-23-000333
- form_type: 8-K
- ticker: FUST
- cik: 0001636051
- company_name: FUSE GROUP HOLDING INC.
- filed_at: 2023-04-13T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.4
- calibrated_materiality_score: 0.4
- confidence: high
- sec_items: 1.01, 2.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1636051/000118518523000333/0001185185-23-000333-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1636051/000118518523000333/fusegroup20230412_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001185185-23-000333
- JSON: https://secwatch.observer/filing/0001185185-23-000333.json
- Plain text: https://secwatch.observer/filing/0001185185-23-000333.txt

## Key facts
- Debt Financings
  FUSE GROUP HOLDING INC. incurred convertible notes of $50,000 with Liu Marketing (M) Sdn. Bhd. at 3% per annum maturing twenty-four months from the date that the purchase price of the Second Note is paid to the Company.
  - Instrument: convertible notes
  - Principal: $50,000
  - Counterparty: Liu Marketing (M) Sdn. Bhd.
  - Rate: 3% per annum
  - Maturity: twenty-four months from the date that the purchase price of the Second Note is paid to the Company
  - Event: incurrence
  source text: the Company sold a Convertible Promissory Note to the Purchaser with a principal amount of $50,000 (the "Second Note"). The Second Note bears interest at the rate of 3% per annum, which are payable on April 10 of 2024 and 2025.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1636051/000118518523000333/0001185185-23-000333-index.htm
- Debt Financings
  FUSE GROUP HOLDING INC. incurred convertible notes of $50,000 with Liu Marketing (M) Sdn. Bhd. at 3% per annum maturing twenty-four months from the date that the purchase price of the First Note is paid to the Company.
  - Instrument: convertible notes
  - Principal: $50,000
  - Counterparty: Liu Marketing (M) Sdn. Bhd.
  - Rate: 3% per annum
  - Maturity: twenty-four months from the date that the purchase price of the First Note is paid to the Company
  - Event: incurrence
  source text: the Company sold a Convertible Promissory Note to the Purchaser with a principal amount of $50,000 (the "First Note"). The First Note bears interest at the rate of 3% per annum, which are payable on February 24 of 2024 and 2025.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1636051/000118518523000333/0001185185-23-000333-index.htm
- Material Agreements
  FUSE GROUP HOLDING INC. entered into Convertible Promissory Note Purchase Agreement with Liu Marketing (M) Sdn. Bhd. valued at $50,000 (effective 2023-04-10).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: Liu Marketing (M) Sdn. Bhd.
  - Value: $50,000
  - Effective: 2023-04-10
  source text: On February 24, 2023, Fuse Group Holding Inc. (the “Company”), entered into a Convertible Promissory Note Purchase Agreement (the “First Agreement”) with Liu Marketing (M) Sdn. Bhd., a company organized under the laws of Malaysia (the “Purchaser”). Pursuant to the First Agreement, the Company sold a Convertible Promissory Note to the Purchaser with a principal amount of $50,000 (the “First Note”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1636051/000118518523000333/0001185185-23-000333-index.htm
- Material Agreements
  FUSE GROUP HOLDING INC. entered into Convertible Promissory Note Purchase Agreement with Liu Marketing (M) Sdn. Bhd. valued at $50,000 (effective 2023-04-10).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: Liu Marketing (M) Sdn. Bhd.
  - Value: $50,000
  - Effective: 2023-04-10
  source text: On April 10, 2023, the Company entered into another Convertible Promissory Note Purchase Agreement (the “Second Agreement”) with the Purchaser. Pursuant to the Second Agreement, the Company sold a Convertible Promissory Note to the Purchaser with a principal amount of $50,000 (the “Second Note”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1636051/000118518523000333/0001185185-23-000333-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.