---
schema_version: "secwatch.filing_event.v1"
accession: "0001185185-23-000685"
form_type: "8-K"
ticker: "FUST"
cik: "0001636051"
company_name: "FUSE GROUP HOLDING INC."
filed_at: "2023-07-06T23:59:59+00:00"
generated_at: "2026-06-13T11:56:50.296393+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Fuse Group issues $50K convertible note; lender converts $716K prior debt into 1.59M shares

## Summary
- Issued $50,000 convertible note to Liu Marketing (M) Sdn. Bhd. at 3% interest, convertible at $0.45/share, maturing in 24 months.
- Liu Marketing converted $716,767 of prior notes into 1,592,816 shares of common stock at $0.45 per share.
- Conversion covers all balances of 12 prior notes issued from Feb 2022 to May 2023.
- Both transactions were exempt from registration under Regulation S.

## SEC filing metadata
- accession: 0001185185-23-000685
- form_type: 8-K
- ticker: FUST
- cik: 0001636051
- company_name: FUSE GROUP HOLDING INC.
- filed_at: 2023-07-06T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1636051/000118518523000685/0001185185-23-000685-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1636051/000118518523000685/fusegroup20230706_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001185185-23-000685
- JSON: https://secwatch.observer/filing/0001185185-23-000685.json
- Plain text: https://secwatch.observer/filing/0001185185-23-000685.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 the date that is twenty-four months from the date that the purchase price of the Note is paid to the Company.
  - Instrument: convertible notes
  - Principal: $50,000
  - Counterparty: Liu Marketing (M) Sdn. Bhd.
  - Rate: 3% per annum
  - Maturity: the date that is twenty-four months from the date that the purchase price of the Note is paid to the Company
  - Event: incurrence
  source text: On June 29, 2023, Fuse Group Holding Inc. (the “Company”), entered into a Convertible Promissory Notes Purchase Agreement (the “Agreement”) with Liu Marketing (M) Sdn. Bhd., a company organized under the laws of Malaysia (the “Purchaser”). Pursuant to the Agreement, the Company sold a Convertible Promissory Note to the Purchaser with a principal amount of $50,000 (the “Note”). The Note bears interest at the rate of 3% per annum, which are payable on June 29 of 2024 and 2025. The Note will mature on the date that is twenty-four months from the date that the purchase price of the Note is paid to the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1636051/000118518523000685/0001185185-23-000685-index.htm
- Material Agreements
  FUSE GROUP HOLDING INC. entered into Convertible Promissory Notes Purchase Agreement with Liu Marketing (M) Sdn. Bhd. valued at $50,000 (effective 2023-06-29).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: Liu Marketing (M) Sdn. Bhd.
  - Value: $50,000
  - Effective: 2023-06-29
  source text: On June 29, 2023, Fuse Group Holding Inc. (the "Company"), entered into a Convertible Promissory Notes Purchase Agreement (the "Agreement") with Liu Marketing (M) Sdn. Bhd., a company organized under the laws of Malaysia (the "Purchaser"). Pursuant to the Agreement, the Company sold a Convertible Promissory Note to the Purchaser with a principal amount of $50,000
  evidence_url: https://www.sec.gov/Archives/edgar/data/1636051/000118518523000685/0001185185-23-000685-index.htm

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