RELATED PARTY TRANSACTIONS |
6 Months Ended |
|---|---|
Dec. 31, 2025 | |
| RELATED PARTY TRANSACTIONS | |
| RELATED PARTY TRANSACTIONS | NOTE 8 — RELATED PARTY TRANSACTIONS
Related party transactions are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. Related parties are natural persons or other entities that have the ability, directly or indirectly, to control another party or exercise significant influence over the party in making financial and operating decisions, and include other parties that are subject to common control or common significant influence.
Deferred officer compensation
Certain of the Company’s executive officers have deferred a portion of their compensation. Deferred wages payable to officers was $145,500 and $43,500 as of December 31, 2025 and June 30, 2025, respectively, an increase of $102,000 during the Transition Period. These amounts are non-interest bearing, unsecured and payable on demand. Other than the employment agreement with the Company’s Chief Technology Officer entered into effective April 1, 2026, there are no written employment agreements with the Company’s executive officers.
Related party loan
In February 2025, pursuant to the terms of a promissory note, the Company issued 250,000 shares of its common stock to its Chief Executive Officer as an accommodation for advancing the Company a zero-interest loan in the amount of $30,000. The loan was repayable within 30 days from the date of issuance. The Company determined the relative fair value of the debt and equity components; accordingly, the debt was discounted by $20,270, which was accreted through the maturity date and recorded as interest expense during the year ended June 30, 2025. As of June 30, 2025, the loan had been repaid in full. There were no related party loans outstanding as of December 31, 2025.
Family relationship
Tarek N. Shoufani, a director and the Company’s Chief Operating Officer, is the brother-in-law of Fred E. Tannous, a director and the Company’s Chief Executive Officer.
Related party transactions occurring after December 31, 2025, including the settlement of deferred officer compensation in shares, the transactions with Arcadia Data Pte. Ltd. and the arrangements with Anthony De Luna, are described in Note 10. |