v3.26.3
Subsequent Events
12 Months Ended
Mar. 31, 2026
Subsequent Events [Abstract]  
Subsequent Events

16. Subsequent Events

 

On June 22, 2026, the Company’s Board of Directors approved an amendment to the Company’s 2024 Omnibus Equity Incentive Plan, reducing the number of shares of common stock reserved for issuance under the plan from 40,000,000 shares to 5,000,000 shares. The amendment did not have a material impact on the Company’s consolidated financial statements as of or for the year ended March 31, 2026.

 

On June 24, 2026, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware, which became effective upon filing. The amendment reduced the number of authorized shares of the Company’s common stock from 200,000,000 shares to 25,000,000 shares. This event occurred subsequent to the balance sheet date and has not been reflected in the accompanying financial statements.

 

On February 20, 2026, the U.S. Supreme Court invalidated tariffs imposed by the current administration under the International Emergency Economic Powers Act as unconstitutional. No process or timeline was provided for recovery of illegally extracted tariffs. During the periods June through August 2026, to meet critical Zircon obligations since the tariff recovery funds had only been partially remitted at that time, the Stauss Family Administrative Trust (“SFAT”) loaned $0.6M to Zircon. The loan from the SFAT is in compliance with the terms of the Subordination Agreement between the SFAT and the Company’s principal Lender, Altriarch Holdings SPV, LLC. On July 24, 2026, the Company received an initial tariff refund of approximately $0.7 million. On September 4, 2026, the Company received an additional tariff refund of approximately $1.0 million.

 

On September 9, 2026, the Lender notified the Company that the Company’s audited financial statements and related compliance certificate for the fiscal year ended March 31, 2026 had not been delivered to the Lender by June 30, 2026, the 90-calendar-day deadline required under Sections 9(b) and 9(d) of the Loan Agreement (Note 9), which constituted a default under the Loan Agreement. The Lender waived this default, and any Default or Event of Default arising from it, on a one-time basis limited solely to this default, and required the Company to deliver such audited financial statements and compliance certificate to the Lender on or before October 15, 2026, which the Company expects to satisfy in connection with the filing of this Annual Report on Form 10-K. The waiver letter states that it is not an agreement of forbearance, does not waive any other past, present or future default, and expressly reserves all of the Lender’s other rights, powers, privileges and remedies under the Loan Agreement and the other Loan Documents.

 

The Company has evaluated all subsequent events through the date these financial statements were issued. Except for the events described above, no other material subsequent events requiring disclosure or adjustment were identified.