Golden Rulo Co., Ltd. (Registration No. 0105566217761), incorporated under the laws of Thailand and having its registered office at No. 3249, Rama 4 Road, Khlong Tan Sub-District, Khlong Toei District, Bangkok (the "Company"), is the operating entity behind PadThai Padel — a premium indoor padel club brand expanding across Thailand and Southeast Asia. The Company is offering a twenty-four-month convertible note to Sansiri PLC or its designated entity (the "Lender") on the terms set out herein.
| Instrument | Convertible Debt (unsecured) |
| Issuer | Golden Rulo Co., Ltd. (Registration No. 0105566217761) |
| Lender | Sansiri PLC or its designated subsidiary or special purpose vehicle, as notified to the Company in writing prior to signing |
| Principal Amount | THB 30,000,000 |
| Signing & Disbursement | September 30, 2026; Lender to transfer Principal Amount to the Company's Account within five (5) Business Days of execution |
| Maturity Date | September 30, 2028 — twenty-four (24) months from the date of signing |
| Interest Rate | Seven percent (7%) per annum, fixed, accruing daily on a 365-day year from the Disbursement Date |
| Interest Payment | Accrued interest payable in full on the Maturity Date together with the Outstanding Balance, or on conversion, whichever is earlier |
| Conversion Valuation | The pre-money valuation at which the Outstanding Balance converts (the "Conversion Valuation") shall be the lower of: (i) the Valuation Cap of THB 190,000,000; or (ii) the Reference Valuation less a twenty percent (20%) discount — in each case subject to the Valuation Floor of THB 100,000,000. The Lender always converts at the lowest valuation permitted by this hierarchy. |
| Reference Valuation |
(a) Priced Round — if the Company closes a Qualified Financing (a bona fide priced equity round led by a third-party investor raising not less than THB 30,000,000) on or before the Maturity Date, the pre-money valuation of that round; otherwise (b) Run-Rate EBITDA — seven times (7×) the Company's projected annual EBITDA, being the EBITDA of the three (3) months immediately preceding the Maturity Date (the "Reference Quarter", July 1 – September 30, 2028) multiplied by four (4), calculated on an OpCo consolidated basis and reviewed by the Company's auditors. |
| Valuation Cap | THB 190,000,000 pre-money — the maximum valuation at which the Note converts, regardless of the Reference Valuation |
| Conversion Discount | Twenty percent (20%) — the Note converts at 80% of the Reference Valuation (priced-round pre-money or 7× run-rate EBITDA, whichever applies), unless the Cap produces a lower valuation |
| Valuation Floor | THB 100,000,000 pre-money — the valuation at which the Company's most recent priced round closed. The Note shall not convert below this valuation |
| Conversion at Maturity | If the Outstanding Balance (principal + accrued interest) is not repaid in full on or before the Maturity Date, it shall automatically convert into ordinary shares of the Company at the Conversion Price derived from the Conversion Valuation. Conversion is effective as of the Maturity Date; the share count is fixed once Reference Quarter EBITDA is confirmed (within 30 days thereafter). |
| Conversion on Qualified Financing | If a Qualified Financing closes before the Maturity Date, the Lender may elect to convert the Outstanding Balance into the same class of shares issued in that round, at the Conversion Valuation (lower of THB 190,000,000 or 80% of the round's pre-money valuation; floor THB 100,000,000). If the Lender does not elect, the Note continues to Maturity and that round's pre-money becomes the Reference Valuation. |
| Conversion Price |
Conversion Valuation ÷ Total Shares Outstanding immediately prior to conversion Conversion Valuation = greater of [ THB 100M floor ] and [ lower of ( THB 190M cap ; 80% × Reference Valuation ) ] |
| Voluntary Repayment | The Company may repay all or any portion of the Outstanding Balance at any time prior to Maturity, with thirty (30) days' prior written notice to Lender |
| Debt Seniority | The Company has no existing debt. This Note constitutes the most senior debt obligation of the Company and shall rank ahead of all equity distributions, dividend payments, and shareholder returns. The Company shall not incur any debt that ranks senior to this Note without the prior written consent of the Lender |
| Security | Unsecured. The Company does not grant any security interest or encumbrance over its assets in connection with this instrument |
| Company Account | Account Owner: Golden Rulo Co., Ltd. Account No: 221-1-85672-9 · Kasikornbank Public Company Limited · Silom Complex Branch |
| Governing Law | Laws of the Kingdom of Thailand; Thai courts have exclusive jurisdiction |
If the Outstanding Balance is not repaid in cash by the Maturity Date (September 30, 2028), it converts automatically into ordinary shares at the Conversion Valuation: the lower of the THB 190M Cap or 80% of the Reference Valuation — a priced round if one has closed, otherwise 7× run-rate EBITDA (Reference Quarter × 4) — and never below the THB 100M Floor. The Lender may also convert into a Qualified Financing before Maturity. Prior to Maturity, the Company may repay in cash with 30 days' notice.
The Company shall apply the proceeds of this Note solely for the following purposes. No other use of proceeds is permitted without prior written consent of the Lender.
Development, construction, fit-out, and operation of PadThai Padel club facilities, including but not limited to lease deposits, construction costs, court equipment, furniture, and fixtures for new and existing club locations in Thailand.
Working capital for team expansion directly supporting the Company's padel club operations, including recruitment, payroll, and operational overhead required to staff and run the Company's club business.
| Financial & Reporting | |
| Books & records | Available on request |
| Default notification | Immediate written notice |
| Litigation threshold | Notify above ฿1M |
| Senior debt | No senior debt without Lender consent |
| Equity distributions | Note ranks ahead of all dividends and shareholder returns |
| EBITDA reporting | Auditor-reviewed Reference Quarter EBITDA delivered within 30 days after Maturity; Lender may appoint an independent reviewer |
| Financing notice | Written notice within 10 Business Days of signing any priced-round term sheet |
| Events of Default & Acceleration | |
| Interest default | 15 Business Days cure |
| Covenant breach | 30 Business Days cure |
| Cross-default | Other debt > ฿10M |
| Misuse of proceeds | 15 Business Days cure; if unremedied, Event of Default |
| EBITDA manipulation | Any material restatement affecting the Conversion Valuation constitutes an Event of Default |
| On default | Outstanding Balance immediately due or Lender converts immediately |