Swapping a $23M business for $1M cash while banking on locked WLFI tokens shows how dire crypto balance sheets have become

AI Financial Corp. has swapped ALT5 Sigma Canada for a secured note and restricted shares. As a result, only $1 million of note principal is due in the near term, while a separate, conditional WLFI transferability window approaches.

On Aug. 3, the company sold its indirect, wholly owned subsidiary to Prime Delta. Under the terms disclosed Aug. 7, AI Financial received a $12 million secured promissory note and 11,551,750 restricted Prime Delta shares. Prime Delta must pay the first $1 million of note principal on Aug. 11.

Prime Delta must pay the remaining $11 million from 20% of its post-closing equity financings. If those payments do not retire the balance, four annual installments of $2.75 million will begin Aug. 3, 2027. In addition, the note carries 4% annual interest. All of Prime Delta's assets secure it, and three third parties guarantee it.

Overall, the deal exchanges an operating subsidiary for mostly deferred consideration rather than cash at closing. ALT5 Sigma Canada generated $23.5 million of revenue and a $3.3 million net loss in 2025, after recording $15.5 million of revenue and a $600,000 profit in 2024.

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