Subsequent events |
12 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Subsequent Events [Abstract] | |
| Subsequent events | Note 14 – Subsequent events
The Company evaluated subsequent events through September 11, 2026, the date financial statements were issued.
ThinkEquity advisory warrants — July 20, 2026
Subsequent to June 30, 2026, the Company issued warrants to purchase 14,000,000 shares of common stock in connection with an advisory and subscription arrangement. The warrants did not affect the Company’s fiscal 2026 financial statements. The Company is completing its assessment of the applicable accounting model, grant date, grant-date fair value, allocation of consideration between financing and services, vesting conditions and the period over which any compensation cost will be recognized.
On July 20, 2026, the Company entered into an Advisory Agreement with ThinkEquity LLC under which ThinkEquity will provide advisory services related to M&A and capital-markets strategies. As partial consideration under the advisory agreement, the Company issued warrants to purchase an aggregate of 14,000,000 shares of common stock for a purchase price of $0.01 per warrant, or $140,000 in cash, pursuant to executed Subscription Agreements dated July 20, 2026 with ThinkEquity LLC and fifteen designees. Each warrant has an exercise price of $0.01 per share, is exercisable from issuance through December 31, 2026, includes a cashless-exercise provision, and contains customary anti-dilution provisions for stock dividends, splits and recapitalizations consistent with FINRA Rule 5110. The warrants were issued, and the shares issuable upon their exercise will be issued, in a private placement under Section 4(a)(2) of the Securities Act, are restricted securities under Rule 144, and were not outstanding as of June 30, 2026.
Amended and Restated Articles of Incorporation – August 20, 2026
As described in Note 9, Stockholders’ equity, on June 17, 2026 the Company’s majority stockholder approved by written consent an amendment and restatement of the Company’s Articles of Incorporation to change the Company’s name to “Hawkeye Digital, Inc.,” to increase the authorized capital stock from 450,000,000 shares to 10,050,000,000 shares (consisting of 10,000,000,000 shares of common stock and 50,000,000 shares of preferred stock), and to reclassify the Board of Directors into three classes serving staggered three-year terms; and further approved a reverse stock split of the Company’s issued and outstanding common stock at a ratio of not less than 1-for-2 nor greater than 1-for-20, to be implemented at the discretion of the Board at any time prior to June 17, 2027. The Amended and Restated Articles of Incorporation were filed with the Secretary of State of Nevada and became effective on August 20, 2026. No Reverse Stock Split has been effected as of the date of these financial statements, and the ratio and effective date of any Reverse Stock Split remain within the discretion of the Board of Directors.
Employment offer letters — September 1, 2026
On September 1, 2026, the Company issued at-will offer letters to four individuals, with a start date of September 1, 2026. Annual salaries will be accrued, however, cash payments will be deferred until the Company completes its current fundraising and will then be paid monthly.
Each letter provides for a discretionary annual bonus, Company-paid employee medical coverage beginning January 1, 2027, three weeks of vacation and reimbursement of reasonable business expenses. The four individuals are the Company’s first employees; the Company had no employees during the year ended June 30, 2026. Salaries begin to accrue on September 1, 2026 and are not payable in cash until the Company completes its current fundraising, so the letters do not create a near-term cash obligation. Because the offer letters were entered into after the balance sheet date, no amounts were accrued as of June 30, 2026; compensation expense and the related accrued liability begin to be recognized on September 1, 2026 at an aggregate rate of $900,000 per annum. See Note 4, Liquidity.
Post-year-end advisory engagement
Subsequent to the reporting period, the Company secured an advisory engagement. Services were performed in July and August 2026 and the Company expects to recognize approximately $600,000 of advisory fee revenue in cash and equity, subject to a non-binding letter of intent. Because the agreement was entered into and the related services were performed after June 30, 2026, no revenue, receivable, contract asset, or related cost of revenue associated with the agreement was recognized in the Company’s fiscal year 2026 financial statements.
Escrow Deposit
The Company deposited $550,000 of cash into an escrow account in connection with a non-binding letter of intent in contemplation of negotiating a potential transaction. The letter of intent does not obligate either party to consummate the contemplated transaction, which remains subject to negotiation and execution of definitive agreements. The escrow deposit is fully refundable to the Company if the contemplated transaction is not consummated. Accordingly, no adjustment has been made to the accompanying financial statements.
As of the date these financial statements were issued, the parties have not entered into a definitive agreement, and the $550,000 remained in escrow.
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