v3.26.1
STRATEGIC COOPERATION AGREEMENTS DISCLOSURE
9 Months Ended
Jun. 30, 2026
Notes  
STRATEGIC COOPERATION AGREEMENTS DISCLOSURE

NOTE 5 - STRATEGIC COOPERATION AGREEMENTS

 

On March 26, 2026, the Company entered into a Strategic Cooperation Agreement, an Investment Rights Agreement, and a Share Grant Agreement (collectively, the “Strategic Agreements”) with Ianleong Tam. Under the Strategic Agreements, Mr. Tam agreed to make a strategic investment of up to $400,000 in the Company. The Strategic Agreements also provided for the establishment of DentonX XYZ Corp (Sun Stone Advisory Corporation) as a management and services platform, with the Company expected to hold an 80% ownership interest and Mr. Tam a 20% ownership interest, together with the grant of certain governance and participation rights. In addition, Mr. Tam was entitled to receive up to 6,000 shares of the Company’s Series B Preferred Stock on a pro rata basis corresponding to the amount invested. As of June 30, 2026, the Company had received aggregate investment proceeds of $245,000 under the Investment Rights Agreement. The remaining $155,000 investment commitment had not been funded as of June 30, 2026.

 

Subsequently, the Company, Ianleong Tam and BCE Stars Group Inc. entered into a Novation and Assignment Agreement, pursuant to which BCE Stars Group Inc. succeeded to all rights and obligations of Ianleong Tam under the Strategic Agreements. Accordingly, BCE Stars Group Inc. became entitled to investment, ownership, governance and other rights, and assumed the related obligations under the Strategic Agreements.

 

The Novation and Assignment Agreement amended the equity provisions of the Strategic Agreements. Under the original Strategic Agreements, the strategic investment of up to $400,000 and the issuance of up to 6,000 shares of Series B Preferred Stock were linked, with the preferred shares issuable on a pro rata basis corresponding to the amount invested. Under the amended terms, the investment commitment entitles BCE Stars Group Inc. only to the Common Shares issuable under the Investment Rights Agreement based on the amount of capital invested.

 

The right to receive up to 6,000 shares of Series B Preferred Stock was amended to provide that no Series B Preferred Shares shall vest unless the Company has received the full $400,000 investment commitment under the Investment Rights Agreement. Thereafter, up to 6,000 Series B Preferred Shares may vest during the three-year period following the Effective Date based on the achievement of Qualified Transactions having an aggregate Qualified Transaction Value of up to $300 million, subject to Board certification, as provided in the Novation and Assignment Agreement. Except as expressly amended, all other terms of the Strategic Agreements remain unchanged.