{"url_path":"/sec/aaql/10-k/2026/item-13","section_key":"item-13","section_title":"Item 13 Certain Relationships and Related Transactions, and Director Independence**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/1672571/0001493152-26-033212-index.html","accession_number":"0001493152-26-033212","cik":"0001672571","ticker":"AAQL","issuer_name":"Antiaging Quantum Living Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1672571/0001493152-26-033212-index.html","primary_entity_key":"0001672571","primary_entity_name":"Antiaging Quantum Living Inc."},"word_count":616,"has_tables":true,"body_markdown":"** **\n\n**Item\n13. Certain Relationships and Related Transactions, and Director Independence**\n\n \n\nThe\nCompany has been provided office space by its President at no cost. The management determined that such cost is nominal and did not recognize\nthe rent expense in its financial statements.\n\n \n\n**Related\nParty Transactions**\n\n \n\nIn\nAugust 2019, the Company borrowed $71,000 from the Company’s former President, Mr. Dingshan Zhang. The loan was non-interest-bearing\nand originally matured in December 2021. During the year ended March 31, 2022, the Company repaid $17,000 to Mr. Zhang. In May 2021,\nthe Company borrowed an additional $5,000 from Mr. Zhang. On December 29, 2021, the Company and Mr. Zhang verbally amended the loan agreement\nand extended the maturity date to December 31, 2023. During the year ended March 31, 2023, the Company received an additional loan in\nthe amount of $24,300 from Mr. Zhang.\n\n \n\nUpon\nconsummation of the change of control transaction entered into on April 10, 2023, the balance of the $83,300 shareholder loan was waived\nby Mr. Zhang in its entirety, which was recognized as an equity transaction with the shareholder.\n\n \n\nDuring\nthe fiscal year ended March 31, 2025 and the fiscal year ended March 31, 2026, the Company received advances from Mr. Barry Wan, the\nCompany’s Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary, and Chairman of the Board, for working capital\npurposes. Such advances were unsecured, non-interest-bearing, and due on demand. The outstanding balance of such advances was $980,000 and $520,000 as of March 31, 2026 and 2025, respectively.\n\n \n\nIn\nDecember 2024, the Company issued several unsecured, non-interest-bearing promissory notes, including: (i) a note in the principal amount\nof $428,789.50 issued to Mr. Barry Wan; (ii) a note in the principal amount of $29,571.00 issued to New Lite Ventures LLC, an entity\nwholly owned and controlled by Mr. Wan; (iii) two notes in the principal amounts of $287,174.00 and $538,568.00, respectively, issued\nby the Company’s PRC subsidiaries, Dao Ling Doctor (Zhejiang) Health Management Limited and Antiaging Doctor Hangzhou Holding Ltd.,\nto Hemeihui E-Commerce Co., Ltd.; and (iv) a note in the principal amount of $383,598.00 issued to Tairan Baohe Insurance Sales Co.,\nLtd. None of these notes contained conversion features at the time of issuance.\n\n \n\nThe\nnote issued to Tairan Baohe Insurance Sales Co., Ltd. was subsequently repaid in full and was not amended, assigned, or converted.\n\n \n\nOn\nNovember 25, 2025, the Company entered into four separate Assignment and Amendment of Promissory Note agreements with respect to the\noutstanding notes other than the repaid Tairan Baohe note. Pursuant to these agreements, each applicable original noteholder assigned\nits rights and interests in the applicable note to either Atlantic Equity Holdings Inc. or Empire Street Capital Inc., with the Company’s\nconsent. Immediately upon each assignment, the applicable amended promissory note automatically converted into shares of the Company’s\nClass A Common Stock at a fixed conversion price of $0.30 per share.\n\n \n\nAs\na result of the automatic conversions, the Company issued an aggregate of 4,280,340 shares of Class A Common Stock, consisting of: (i)\n1,893,796 shares issued to Atlantic Equity Holdings Inc.; and (ii) 2,386,544 shares issued to Empire Street Capital Inc. No additional\nconsideration was received by the Company in connection with the amendments, assignments, or conversions. Upon issuance of the conversion\nshares, the applicable amended notes were deemed fully satisfied and extinguished.\n\n \n\nBecause\nthe promissory notes originally issued to Mr. Wan and New Lite Ventures LLC were assigned to third-party assignees prior to conversion,\nneither Mr. Wan nor New Lite Ventures LLC received any shares upon the automatic conversion of those notes.\n\n \n\n**Director\nIndependence**\n\n \n\nThe\nBoard of Directors consists of one member, Mr. Barry Wan, who does not meet the independence requirements of the Nasdaq Stock Market."}