Commitments and contingencies |
12 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Commitments and contingencies | Note 11 – Commitments and contingencies
Leases and occupancy
The Company does not own or lease real property. The Miami Beach address is a month-to-month mail-handling and meeting-space arrangement. Aggregate cost for that arrangement was $100 for the year ended June 30, 2026. The Company has concluded that it has no leases within the scope of ASC 842.
Litigation
The Company is not a party to any material pending legal proceeding and is not aware of any material threatened litigation.
Registration rights
Under the April 1, 2026 Investor Rights Agreement, the Company agreed, following a request by HH, to file a registration statement covering the resale of HH’s registrable securities and to use reasonable best efforts to cause that registration statement to become effective. The agreement also grants HH piggyback registration rights. As of the date these financial statements were issued, no demand had been made.
Indemnification
The Company’s articles and bylaws provide for indemnification of directors and officers to the fullest extent permitted by the Nevada Revised Statutes. The ThinkEquity advisory agreement described in Note 14, Subsequent events, contains customary indemnification of ThinkEquity and its affiliates. The Company has not accrued any indemnification liability as of June 30, 2026 or 2025.
HIE residual contingency
The 33.3% HIE loss-contribution obligation was released under the April 1, 2026 Settlement Agreement described in Note 5, Loan payable due to Eagle, JV partner, and the contingent obligation of the Company to Eagle in respect of HIE was thereby extinguished. Management is not aware of any remaining claim arising under the HIE Membership Agreement. As of June 30, 2026 and through the date these financial statements were issued, the Company had no material contractual commitments, no debt obligations and no loss contingencies requiring accrual or disclosure under ASC 450-20, other than the possible penalties and interest associated with the delinquent income tax returns described in Note 12, Income taxes, the amount of which cannot be reasonably estimated at this time.
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