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Subsequent Events | 3 Months Ended
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Sep. 30, 2025
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | Note 19 – Subsequent Events The Company evaluated all events and transactions that occurred after September 30, 2025 up through November 14, 2025, the date the Company issued these unaudited condensed consolidated financial statements. On February 11, 2025, TADAA Ventures entered into a Share Purchase Agreement (the “Agreement”) with Amystic Commerce Sdn. Bhd., a company incorporated in Malaysia (the “Vendor”). Pursuant to the Agreement, TADAA Ventures will acquire 51% of the ordinary shares (“the Sale Shares”) in Tien Ming Distribution Sdn Bhd (“Tien Ming Distribution”), a subsidiary of the Vendor incorporated under the laws of Malaysia. The purchase price for the Sale Shares is RM 5,100.00. The acquisition is part of TADAA Ventures’s commitment to invest up to RM 3,000,000.00 in the Tien Ming Distribution to support its operations and obligations to provide warehousing and fulfilment delivery services for F&N Beverages Marketing Sdn Bhd. Subsequent to September 30, 2025, the Company’s reviewed its investment in Tien Ming Distribution and determined to initiated the process of terminate the acquisition due following Company’s lack of control or significant influence over Tien Ming Distribution. This determination was made after a review of Tien Ming Distribution’s financial and operational performance relative to initial expectations. On October 7, 2025, the Company entered into a subscription agreement (the “Agreement”) with two Malaysian individuals, Chuah Su Chen and the Company’s director Chan Meng Chun (together with Chuah Su Chen, the “Investors”). Subject to the terms and conditions set forth in the Agreement, the Company desires to issue and sell to each Investor, and each Investor desires to subscribe for, an aggregate amount of USD 200,000.00 in the Company for the allotment and issuance of common stock of the Company (“the Shares”) for the purchase price of $1.16 per share, which represents the closing price of the Company’s common stock on the Nasdaq Capital Market on October 6, 2025.The offering and sale of the Shares were made in reliance upon the exemption from the registration provided by Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), as the transactions were completed outside the United States with non-U.S. persons. The Shares are subject to transfer restrictions and may not be offered to be sold in the United States absent registration or an applicable exemption under the Securities Act. On October 21, 2025, the Company entered into a service agreement (the “Service Agreement”) with Weshare Management SDN BHD (the “Service Provider”) to engage the Service Provider for the provision of certain services (“Services 3”), as defined therein. The Service Agreement commenced on October 21, 2025 (the “Effective Date”) and will remain in force for two years unless frustrated, rescinded, or terminated in accordance with Clause 12, with both parties permitted to engage in commercial negotiations from time to time and document any mutually agreed amendments in writing; upon expiration, the Company may, at its discretion, renew the term for one year subject to written agreement, in which case all terms and conditions shall apply mutatis mutandis unless otherwise agreed. In consideration for the performance of Services 3, the Company agreed to pay US$1,500,000, to be satisfied through the issuance and allotment of the Company’s common stock (the “Company Shares”) valued at US$1,500,000 based on a cost basis of US$0.85 per share, with such shares required to be issued within three working days from the Effective Date. As of the date of issuance of these unaudited condensed consolidated financial statements, 1,764,706 Company Shares had been issued in connection with the Service Agreement. On October 22, 2025, the Company entered into a sale and purchase agreement with Nexe Cloud Limited (the “Vendor”), a British Virgin Islands company, pursuant to which the Vendor agreed to sell and the Company agreed to purchase an AI server (the “Product”) as specified in Schedule 1. The agreement commenced on October 22, 2025 and remains valid until all obligations are completed, including delivery, acceptance, and payment, unless terminated in writing or due to breach. In consideration for the Vendor’s performance and the sale of the Product, the Company agreed to pay a total purchase price of US$750,000, consisting of US$280,000 in cash and US$470,000 to be settled through the issuance and allotment of the Company’s common stock at a cost basis of US$0.90 per share. Cash payments are due within fourteen days following delivery of the Product, and the shares are required to be issued within ten business days from the agreement date or as mutually agreed. As of the date of issuance of these unaudited condensed consolidated financial statements, 522,223 shares of common stock had been issued in connection with this transaction. On October 24, 2025, the Company entered into a marketing consultancy agreement with Pepe Cemerlang Marketing (the “Consultant”), a Malaysian company (the “Marketing Consultancy Agreement”), pursuant to which the Company engaged the Consultant to provide financial advisory, strategic business planning, investor and public relations services (the “Services”) in accordance to the terms and conditioned set forth therein. The Marketing Consultancy Agreement shall commence from October 24, 2025 and remain in force for a period twelve (12) months unless otherwise frustrated, rescinded and/or terminated in accordance to Clause 8 of the Marketing Consultancy Agreement provided that both parties shall be opened to commercial negotiations from time to time pertaining to the contents of the Marketing Consultancy Agreement whereby should any such negotiation materialize. In consideration of the performance of the Consultant of its obligations, and the provision of the Services pursuant to this Agreement, subject to the Company’s satisfaction of the deliverables as stipulated in Clause 4 on the Marketing Consultancy Agreement, the Company shall pay to the Consultant a total sum of $1,000,000.00 in the manner outlined in the Marketing Consultancy Agreement. On October 27, 2025, the Company entered into an agreement with Astute All Advisory Ltd. (“Service Provider”) to provide management consultancy and business-strategy services. Under the agreement, the Service Provider will offer advice and support as outlined therein, but will not be involved in the Company’s daily operations nor provide financial, legal, or tax advice. The term of the agreement is 24 months from the commencement date, with the possibility of amendment if both parties agree in writing. Both parties are expected to act in good faith and to comply with all applicable laws and the Company’s policies. On the same date, the Company issued 1,666,667 shares of its common stock in exchange for the foregoing services. In October 2025, the Company issued 19,182 shares of its common stock to Consultant Tan Wei Sheng in connection with the advisory service rendered for the period of September 2025 (Note 13) In October 2025, the Company adopted its 2025 Equity Incentive Plan (“EIP”) to attract, retain, and motivate key employees, officers, directors, and consultants by providing equity-based incentives aligned with the interests of the Company’s stockholders. From October 2025 to November 2025, the Company issued an aggregate total of 725,497 shares of its common stock to various employees, officers, and directors under the EIP. On November 10, 2025, the Company entered into a service agreement with Myviko Holding Sdn Bhd to provide certain digital currency–related services. In connection with the agreement, the Company agreed to pay a total service fee of US$5.0 million, consisting of US$100,000 payable in cash within seven business days and US$3.4 million payable through the issuance of the Company’s common stock at a cost basis of US$1.10 per share. As of the date of this filing, the Company has issued 3,090,909 shares of its commons stock to the service provider as partial consideration for the services. The agreement has a one-year term and includes customary representations, warranties, and termination provisions. This transaction represents a non-recognized subsequent event, and no adjustments to the financial statements are required. From October 2025 to November 2025, Alumni Capital had purchased $901,356 worth of the Company’s common stock, totaling 1,060,000 shares, pertain to Purchase Agreement mentioned above (Note 13). From October 2025 to November 2025, an aggregate total of 22,633 shares of the Company’s common stock had been issued to the executive officers in settlement of the vested stock compensation.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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