Star Alliance International Corp. announced that it has entered into a Line of Credit Agreement to issue convertible promissory note for the gross proceeds of $25,000,000 on May 15, 2024. Each advance under the Agreement will be documented by a promissory note.

The Company may request advances from the Investor in an amount up to $25,000 by providing a written request 15 days prior to the funding date of the advance. The Investor reserves the right to increase the maximum face amount of each Note in its sole and absolute discretion. The term of the Agreement is one year from the date of the initial advance and may be extended for up to two consecutive additional one-year terms upon 30 days prior notice.

As additional consideration to the Investor under the Agreement, the Company agreed to issue a convertible promissory note in the amount of $500,000. Each Note issued to the Investor for an advance under the Agreement will be due 60 days from the date of the advance and will be secured by a security interest in all assets of the Company. The Note issued for the initial advance under the Agreement shall be convertible to common stock of the Company at a price per share equal to 75% of the average of the two lowest intra-day trading prices for the Company?s common stock during the 20 trading days immediately preceding the conversion date.

At no time, however, may the Investor effect a conversion of a Note to the extent that, after the conversion, the Investor would become the beneficial owner of more than 4.99% of the Company?s issued and outstanding common stock. The Investor may, at its option, increase this limit to 9.99% upon 61 days prior notice. Any subsequent Notes issued by the Company after the initial Note will not be convertible to common stock except in the event of a default by the Company, in which case they will be convertible upon the same terms as the initial Note.

The Notes will not bear interest except in the event of default, at which time they will accrue interest at a rate of 18% per annum until paid in full. The Agreement and the form of Notes to be issued thereunder contain various covenants. For two years following the date of the Agreement, the Company shall not issue any shares of common stock at a price per share that is lower than the conversion price of the Notes then in effect.

In addition, the Company shall not, without the approval of a majority of the holders of all outstanding Notes, incur additional indebtedness in excess of $100,000, create additional liens on its assets, or (subject to certain exceptions) redeem or repay indebtedness.