Notes receivable |
9 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Receivables [Abstract] | |
| Notes receivable | Note 7 – Notes receivable
March 2026 Convertible Note Receivable
On March 12, 2026, the Company entered into a convertible promissory note agreement in an arm’s-length transaction pursuant to which the Company purchased a convertible note receivable with a gross principal amount of $1.5 million (the “March 2026 Convertible Note Receivable”). The note bore interest at 10% per annum, had a stated maturity date of October 30, 2026, and was issued with an original issue discount (“OID”) of $0.1 million, resulting in net cash paid of $1.4 million at issuance.
The Convertible Note Receivable includes a voluntary conversion feature permitting the holder, at its option, to convert all or a portion of the outstanding principal and accrued interest under the note into ordinary shares of the issuer at a conversion price equal to the lower of (i) the fair market value of the issuer’s ordinary shares as determined by an independent appraisal firm agreeable to the holder or (ii) a valuation derived from a negotiated enterprise value of $80.0 million calculated on a fully diluted basis. The Company evaluated the convertible feature of the note under ASC 815 and determined that separate bifurcation accounting was not required. Accordingly, the convertible note was recorded at its initial carrying amount, net of the OID, with the OID accreted to interest income over the term of the note using the effective interest method.
On June 9, 2026, the Company sold the March 2026 Convertible Note Receivable to a third-party in an arm’s-length transaction for cash consideration equal to the outstanding principal amount of the note plus reimbursement of origination fees incurred by the Company at issuance. Separately, the Company received payment of all accrued and unpaid interest on the note from the issuer through the sale date. No other assets of the Company were transferred as part of this transaction.
Upon the sale, the Company derecognized the March 2026 Convertible Note Receivable, along with the associated unaccreted OID, from its condensed consolidated balance sheet, as the transfer met the criteria for sales under ASC 860, including surrender of control over the note. The excess of the consideration received over the note’s carrying value resulted in a gain on sale of approximately $0.1 million, which is included in other income, net in the Company’s condensed consolidated statement of operations for the three and nine months ended June 30, 2026.
For the period from issuance through the sale date, the Company recognized approximately $0.1 million of interest income related to the March 2026 Convertible Note Receivable, comprised of contractual interest and accretion of the OID. In the aggregate, the sale and related interest resulted in a net positive impact to the Company’s results of operations of approximately $0.1 million for the three and nine months ended June 30, 2026, consisting of $0.07 million of interest income and $0.06 million of gain on sale.
Following the sale, the Company has no continuing involvement with, or remaining exposure to, the March 2026 Convertible Note Receivable, and no allowance for credit losses is applicable as of June 30, 2026.
April 2026 Convertible Note Receivable
On April 24, 2026, the Company purchased a convertible promissory note with a principal amount of $1.2 million (the “April 2026 Note Receivable”). The April 2026 Note Receivable bears interest at 10% per annum and matures on December 31, 2026, unless earlier converted or repaid. The note is senior in right of payment to the borrower’s common stock and any outstanding SAFE instruments, and ranks pari passu with the borrower’s other senior unsecured indebtedness.
The April 2026 Note Receivable contains provisions that permit or require conversion into equity securities of the borrower upon certain financing, listing, maturity or corporate transaction events. The Company evaluated the embedded conversion and settlement features under ASC 815-15 and determined that bifurcation was not required. The Company did not elect the fair value option under ASC 825 and subsequently measures the note receivable at amortized cost.
As of June 30, 2026, the April 2026 Note Receivable had a carrying value of $1.2 million and accrued interest receivable of $0.02 million, both classified within notes receivable in the Company’s condensed consolidated balance sheet. The Company evaluated the note receivable for expected credit losses in accordance with ASC 326 and determined that no allowance for credit losses was required as of June 30, 2026.
May 2026 Loan Agreement
On May 27, 2026, the Company entered into a loan agreement in an arm’s-length transaction pursuant to which the Company, as lender, advanced a loan with a gross principal amount of approximately $2.4 million (the “May 2026 Loan Agreement”) to the borrower. The loan is denominated in British pounds sterling, and the U.S. dollar amounts reflect translation at the exchange rate in effect on the funding date. The loan bears interest at a fixed rate of 12% per annum, subject to a minimum of four months’ interest regardless of prepayment, and matures 360 days from the funding date (the “Maturity Date”) unless earlier repaid.
The loan was issued with an original issue discount (“OID”) consisting of approximately $0.03 million, resulting in net cash advanced to the borrower of approximately $2.3 million at funding. The OID is presented as a deduction from the principal balance and is accreted to interest income over the term of the loan using the effective interest method. An additional fee equal to 2% of the loan amount is payable upon repayment. The loan is secured by a pledge of 100% of the borrower’s issued share capital, granted by the borrower’s parent and sole shareholder, together with an assignment of the parent’s rights under subordinated loans made to the borrower.
The Company accounts for the May 2026 Loan Agreement at amortized cost, net of the unaccreted OID. As of June 30, 2026, the note receivable had a carrying value of $2.3 million and accrued interest receivable of less than $0.1 million, together totaling $2.4 million, both classified within notes receivable in the Company’s condensed consolidated balance sheet.
Because the loan is denominated in British pounds sterling and the Company’s functional currency is the U.S. dollar, the note receivable and related accrued interest are remeasured into U.S. dollars at the spot exchange rate as of each balance sheet date in accordance with ASC 830-20, with the resulting gain or loss recognized in earnings. For the three months ended June 30, 2026, the Company recognized interest income of $0.03 million and a foreign currency transaction loss of $0.05 million associated with the loan.
The Company evaluated the note receivable for expected credit losses in accordance with ASC 326 and determined that no allowance for credit losses was required as of June 30, 2026.
May 2026 Convertible Note Receivable
On May 28, 2026, the Company entered into a convertible grid promissory note agreement in an arm’s-length transaction to pursuant to which the Company, as lender, advanced approximately $0.8 million in cash to the borrower (“Original Note”). The Original Note bore interest at 10% per annum and matured on May 28, 2027. The Original Note had a face principal amount of approximately $0.9 million and was issued with an original issue discount (“OID”) of approximately $0.2 million
On June 23, 2026, the Company and the borrower amended and restated the Original Note in its entirety (as amended, the “May 2026 Note Receivable”), pursuant to which the Company advanced an additional approximately $0.7 million in cash to the borrower, increasing the aggregate cash advanced to approximately $1.4 million. The May 2026 Note Receivable continues to bear interest at 10% per annum and matures of May 28, 2027, with interest payable at maturity in cash or, at the Company’s election, in shares of the borrower’s common stock. Following the additional funding, the May 2026 Note Receivable had an aggregate face principal amount of approximately $1.8 million, reflecting aggregate contractual OID of approximately $0.4 million.
The May 2026 Note Receivable includes a conversion feature permitting the Company to convert outstanding principal and accrued interest into shares of the borrower’s common stock at a conversion price equal to the lower of a fixed floor price or a discount to the borrower’s recent trading price, with the number of shares and, under certain circumstances, related cash settlement amounts varying based on the borrower’s future stock price. The Company evaluated the embedded features under ASC 815-15 and concluded that the conversion feature requires bifurcation from the debt host. Accordingly, the Company accounts for the conversion feature and related equity-linked settlement provisions as a single compound embedded derivative asset. The derivative asset is measured at fair value upon initial recognition and subsequently at each reporting date, with changes in fair value recognized in earnings. The debt host is initially measured as the residual after allocation of the derivative asset and is subsequently measured at amortized cost. The resulting discount, consisting of the contractual OID and the amount attributable to the initial derivative allocation, is accreted to interest income over the contractual term using the effective interest method.
As of June 30, 2026, the note receivable consisted of a debt host with a carrying value of $1.8 million and a derivative asset of $0.3 million, both classified within notes receivable in the Company’s condensed consolidated balance sheet.
The Company estimated the fair value of the derivative asset using a probability-weighted valuation methodology that considered the potential settlement outcomes and related economic payoff of the embedded features. The embedded features are valued together and presented as a single compound derivative asset.
The Company evaluated the debt host component of the note receivable for expected credit losses in accordance with ASC 326. As of June 30, 2026, based on consideration of the borrower’s financial condition and other relevant factors, the Company determined that no allowance for credit losses was required.
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