Subsequent Events |
3 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Note 8 — Subsequent Events
Evaluated through the filing date.
(a) The Company’s Registration Statement on Form S-1 was declared effective August 6, 2026 and the offering of up to 10,000,000 shares of common stock at $0.01 per share commenced. Between August 11, 2026 and September 18, 2026 the Company accepted subscriptions from 54 investors for an aggregate of 9,425,000 shares, representing gross proceeds of $94,250, all at the $0.01 registered price. No subscriptions were accepted and no proceeds were received prior to August 6, 2026. 575,000 shares remain unsold and the offering remains open until the earlier of the sale of all shares offered or twelve months from the effective date. Offering proceeds are held in the Company’s operating account described in (e) below.
(b) All five subscription agreements continued in force following quarter end. Monthly billings of $7,453 were issued and collected in full in each of July and August 2026, and $4,455 had been billed and collected in September 2026 through the date of this report, with the remaining September billings due later in the month. No subscriber cancelled, downgraded, or failed to pay. Operating disbursements from the Company’s operating account totalled $829 in July, $941 in August and $924 in September through the date of this report, consisting principally of platform hosting, model-inference and software subscription costs.
(c) No further amounts were drawn under the Founder Loan Facility following June 30, 2026; the balance outstanding remains $4,750 with $95,250 available.
(d) The Company has not yet filed its U.S. federal income tax return on Form 1120 for the tax year ended March 31, 2026, which was due July 15, 2026, or the related Form 5472 information return in respect of transactions with its 75% foreign shareholder. No tax was due for that period, and the late-filing penalty on the Form 1120 is therefore nil. The Form 5472 carries a statutory penalty of $25,000 under IRC §6038A(d) if not filed. No penalty has been assessed or proposed, and the Company intends to file voluntarily with a request for relief on reasonable-cause grounds, which it believes is available. Because assessment is not probable and no amount has been assessed, no liability has been recorded; a loss of up to $25,000 is reasonably possible.
(e) On July 1, 2026 the Company opened a business deposit account through Bluevine, a financial technology company (banking services provided by Coastal Community Bank, Member FDIC), and designated it the Company’s principal operating account. On July 1, 2026 the balance of $7,453 held at JPMorgan Chase Bank, N.A. was transferred to that account, and was credited on July 2, 2026. The JPMorgan Chase Bank, N.A. account was thereafter maintained at a nil balance and was closed on August 31, 2026. From July 1, 2026 the Company’s customer subscription receipts and operating disbursements have been received into and paid from the Bluevine account. At the effective date of the Registration Statement the Company intended to receive proceeds of the offering into its account at JPMorgan Chase Bank, N.A., as described in the Prospectus. In August 2026, following the effective date, the Company determined instead to receive offering proceeds into the Bluevine account, and offering proceeds have been received into that account. The Form of Subscription Agreement filed as an exhibit to the Registration Statement identifies the JPMorgan Chase Bank, N.A. account; current payment instructions are furnished to each subscriber together with the subscription agreement.
(f) In September 2026 the $365 of physical currency described in Note 3 was deposited to the Bluevine account on September 11, 2026. No cash was held outside a depository institution as of the date of this report.
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