---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-25-024563"
form_type: "8-K"
ticker: "ILAL"
cik: "0001657214"
company_name: "International Land Alliance Inc."
filed_at: "2025-11-21T23:59:59+00:00"
generated_at: "2026-05-16T17:38:20.913576+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# International Land Alliance enters $50M convertible financing with Mast Hill Fund; first tranche $3.57M

## Summary
- Issued up to $50M convertible promissory note to Mast Hill Fund L.P.; first tranche $3,573,333 principal, net proceeds $3,216,000.
- Note has 10% OID, 12% interest, 12-month maturity per tranche; convertible at 85% of 5-day VWAP.
- First tranche included warrants to purchase 5,337,316 shares at $0.001 per share.
- Also entered Maintenance Agreement for property services through 2044, with $5.209M convertible note on same conversion terms.
- Securities sold under Regulation D to accredited investors; unregistered.

## SEC filing metadata
- accession: 0001493152-25-024563
- form_type: 8-K
- ticker: ILAL
- cik: 0001657214
- company_name: International Land Alliance Inc.
- filed_at: 2025-11-21T23:59:59+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/1657214/000149315225024563/0001493152-25-024563-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1657214/000149315225024563/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-25-024563
- JSON: https://secwatch.observer/filing/0001493152-25-024563.json
- Plain text: https://secwatch.observer/filing/0001493152-25-024563.txt

## Key facts
- Debt Financings
  International Land Alliance Inc. incurred convertible notes of principal amount of $3,573,333.33 with Mast Hill Fund L.P..
  - Instrument: convertible notes
  - Principal: principal amount of $3,573,333.33
  - Counterparty: Mast Hill Fund L.P.
  - Event: incurrence
  source text: On November 17, 2025, the Company and Mast Hill consummated the first tranche under the Mast Hill Note for a principal amount of $3,573,333.33 with net proceeds to the Company of $3,216,000.00 (after original issue discount) and the issuance of a warrant to Mast Hill to purchase 5,337,316 shares of Company common stock (attached hereto as Exhibit 10.3).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1657214/000149315225024563/0001493152-25-024563-index.htm
- Debt Financings
  International Land Alliance Inc. incurred convertible notes of aggregate principal amount up to $50,000,000 with Mast Hill Fund L.P. at annual interest at 12% maturing 12 months from each tranche issuance.
  - Instrument: convertible notes
  - Principal: aggregate principal amount up to $50,000,000
  - Counterparty: Mast Hill Fund L.P.
  - Rate: annual interest at 12%
  - Maturity: 12 months from each tranche issuance
  - Event: incurrence
  source text: On November 17, 2025, International Land Alliance, Inc., a Wyoming corporation (the “Company”) entered into a transaction with Mast Hill Fund L.P. (“Mast Hill”) with the following agreements: a. Securities Purchase Agreement (attached hereto as Exhibit 10.1), pursuant to which the Company issued to Mast Hill a Convertible Promissory Note in the aggregate principal amount up to $50,000,000 (“Mast Hill Note” attached hereto Exhibit 10.2).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1657214/000149315225024563/0001493152-25-024563-index.htm
- Debt Financings
  International Land Alliance Inc. incurred convertible notes of principal amount of $5,209,000 with Mast Hill Fund L.P. at annual interest at 12% maturing 12 months from issuance.
  - Instrument: convertible notes
  - Principal: principal amount of $5,209,000
  - Counterparty: Mast Hill Fund L.P.
  - Rate: annual interest at 12%
  - Maturity: 12 months from issuance
  - Event: incurrence
  source text: As consideration for such Maintenance Agreement, the Company issued to Mast Hill a convertible promissory note on November 17, 2025, in the principal amount of $5,209,000 (attached hereto as Exhibit 10.5). Such note (1) accrues annual interest at 12%, (2) has a maturity date 12 months from issuance, and (3) is convertible at any time by Mast Hill into shares of Company common stock at a conversion price equal to 85% of the lowest volume weighted average price during the 5 trading days immediately preceding the respective conversion date.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1657214/000149315225024563/0001493152-25-024563-index.htm

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