Cover
Cover - shares | 9 Months Ended | |
Jun. 30, 2024 | Aug. 27, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q3 | |
Entity Information [Line Items] | ||
Entity Registrant Name | Nukkleus Inc. | |
Entity Central Index Key | 0001787518 | |
Entity File Number | 001-39341 | |
Entity Tax Identification Number | 38-3912845 | |
Entity Incorporation, State or Country Code | DE | |
Current Fiscal Year End Date | --09-30 | |
Entity Current Reporting Status | No | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Contact Personnel [Line Items] | ||
Entity Address, Address Line One | 525 Washington Boulevard | |
Entity Address, City or Town | Jersey City | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07310 | |
Entity Phone Fax Numbers [Line Items] | ||
City Area Code | 212 | |
Local Phone Number | 791-4663 | |
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 16,791,964 | |
Common Stock, $0.0001 par value per share | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | NUKK | |
Security Exchange Name | NASDAQ | |
Warrants, each warrant exercisable for one Share of Common Stock for $11.50 per share | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Warrants, each warrant exercisable for one Share of Common Stock for $11.50 per share | |
Trading Symbol | NUKKW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2024 | Sep. 30, 2023 |
CURRENT ASSETS: | ||
Cash | $ 6,138 | $ 19,318 |
Customer custodial cash | 532,634 | 672,501 |
Customer digital currency assets | 7,635 | |
Digital assets | 5,906 | 1,973 |
Due from affiliates | 18,503 | 2,039,274 |
Other current assets | 135,631 | 32,522 |
TOTAL CURRENT ASSETS | 706,447 | 2,928,408 |
NON-CURRENT ASSETS: | ||
Cost method investment | 391,217 | 391,217 |
Intangible assets, net | 22,461 | 33,000 |
TOTAL NON-CURRENT ASSETS | 413,678 | 424,217 |
TOTAL ASSETS | 1,120,125 | 3,352,625 |
CURRENT LIABILITIES: | ||
Accounts payable | 343,542 | 138,666 |
Customer custodial cash liabilities | 882,578 | 1,443,011 |
Customer digital currency liabilities | 7,635 | |
Convertible promissory note payable, net | 29,514 | |
Promissory note payable, net | 43,997 | |
Due to affiliates | 7,944,189 | 6,808,749 |
Accrued payroll liability and directors’ compensation | 551,870 | 402,241 |
Accrued professional fees | 1,445,431 | 160,926 |
Accrued liabilities and other payables | 197,307 | 169,872 |
TOTAL CURRENT LIABILITIES | 12,127,122 | 9,123,465 |
NON-CURRENT LIABILITIES: | ||
Interest payable - related parties | 30,633 | 1,771 |
TOTAL NON-CURRENT LIABILITIES | 1,223,133 | 422,390 |
TOTAL LIABILITIES | 13,350,255 | 9,545,855 |
COMMITMENTS AND CONTINGENCIES - (Note 14) | ||
STOCKHOLDERS’ DEFICIT: | ||
Preferred stock ($0.0001 par value; 15,000,000 shares authorized; 0 share issued and outstanding at June 30, 2024 and September 30, 2023) | ||
Common stock ($0.0001 par value; 40,000,000 shares authorized; 14,802,414 and 10,074,657 shares issued and outstanding at June 30, 2024 and September 30, 2023, respectively) | 1,480 | 1,007 |
Additional paid-in capital | 36,764,869 | 25,543,048 |
Accumulated deficit | (48,986,099) | (31,769,244) |
Accumulated other comprehensive (loss) income | (10,380) | 31,959 |
TOTAL STOCKHOLDERS’ DEFICIT | (12,230,130) | (6,193,230) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 1,120,125 | 3,352,625 |
Related Party | ||
CURRENT ASSETS: | ||
Note receivable - related parties, net | 162,820 | |
CURRENT LIABILITIES: | ||
Loan payable - related parties | 681,059 | |
NON-CURRENT LIABILITIES: | ||
Loan payable - related parties | $ 1,192,500 | $ 420,619 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2024 | Sep. 30, 2023 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 14,802,414 | 10,074,657 |
Common stock, shares outstanding | 14,802,414 | 10,074,657 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
REVENUES | ||||
Total revenues | $ 175,214 | $ 5,212,056 | $ 5,677,362 | $ 16,222,388 |
COSTS OF REVENUES | ||||
Total costs of revenues | 49,738 | 5,370,074 | 4,896,625 | 16,287,317 |
GROSS PROFIT | ||||
Total gross profit | 125,476 | (158,018) | 780,737 | (64,929) |
OPERATING EXPENSES: | ||||
Advertising and marketing | 2,355 | 1,670 | 43,941 | 51,087 |
Professional fees | 1,109,315 | 571,761 | 6,009,832 | 1,815,200 |
Compensation and related benefits | 219,589 | 233,569 | 743,273 | 591,361 |
Bad debt expense | 6,145,942 | |||
Other general and administrative | 185,864 | 247,783 | 596,474 | 633,083 |
Total operating expenses | 1,517,123 | 1,054,783 | 13,539,462 | 3,090,731 |
LOSS FROM OPERATIONS | (1,391,647) | (1,212,801) | (12,758,725) | (3,155,660) |
OTHER (EXPENSE) INCOME: | ||||
Interest expense - amortization of debt discount | (36,315) | (36,315) | ||
Interest expense - other | (3,392) | (3,392) | ||
Loss on debts settlement | (176,399) | (176,399) | ||
Other income | 15,413 | 3,057 | 42,749 | 6,345 |
Total other (expense) income, net | (224,594) | 3,057 | (215,028) | 6,345 |
LOSS BEFORE INCOME TAXES | (1,616,241) | (1,209,744) | (12,973,753) | (3,149,315) |
INCOME TAXES | ||||
NET LOSS | (1,616,241) | (1,209,744) | (12,973,753) | (3,149,315) |
COMPREHENSIVE LOSS: | ||||
NET LOSS | (1,616,241) | (1,209,744) | (12,973,753) | (3,149,315) |
OTHER COMPREHENSIVE LOSS | ||||
Unrealized foreign currency translation loss | (5,608) | (20,859) | (42,339) | (51,563) |
COMPREHENSIVE LOSS | $ (1,621,849) | $ (1,230,603) | $ (13,016,092) | $ (3,200,878) |
NET LOSS PER COMMON SHARE: | ||||
Basic (in Dollars per share) | $ (0.11) | $ (0.12) | $ (1) | $ (0.31) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||
Basic (in Shares) | 14,340,876 | 10,074,657 | 12,971,216 | 10,074,657 |
Related Party | ||||
OTHER (EXPENSE) INCOME: | ||||
Interest expense - related parties | $ (23,901) | $ (41,671) | ||
General Support Services | ||||
REVENUES | ||||
Total revenues | 4,800,000 | 4,800,000 | 14,400,000 | |
COSTS OF REVENUES | ||||
Total costs of revenues | 4,675,000 | 4,650,000 | 14,125,000 | |
GROSS PROFIT | ||||
Total gross profit | 125,000 | 150,000 | 275,000 | |
Financial Services | ||||
REVENUES | ||||
Total revenues | 175,214 | 412,056 | 877,362 | 1,822,388 |
COSTS OF REVENUES | ||||
Total costs of revenues | 49,738 | 695,074 | 246,625 | 2,162,317 |
GROSS PROFIT | ||||
Total gross profit | $ 125,476 | $ (283,018) | $ 630,737 | $ (339,929) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Diluted | $ (0.11) | $ (0.12) | $ (1) | $ (0.31) |
Diluted | 14,340,876 | 10,074,657 | 12,971,216 | 10,074,657 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total |
Balance at Oct. 01, 2022 | $ 1,007 | $ 25,172,170 | $ (14,340,816) | $ 58,219 | $ 10,890,580 | |
Balance (in Shares) at Oct. 01, 2022 | 10,074,657 | |||||
Stock-based compensation | 146,876 | 146,876 | ||||
Net loss | (1,133,922) | (1,133,922) | ||||
Foreign currency translation adjustment | (27,983) | (27,983) | ||||
Balance at Dec. 31, 2022 | $ 1,007 | 25,319,046 | (15,474,738) | 30,236 | 9,875,551 | |
Balance (in Shares) at Dec. 31, 2022 | 10,074,657 | |||||
Stock-based compensation | 74,667 | 74,667 | ||||
Net loss | (805,649) | (805,649) | ||||
Foreign currency translation adjustment | (2,721) | (2,721) | ||||
Balance at Mar. 31, 2023 | $ 1,007 | 25,393,713 | (16,280,387) | 27,515 | 9,141,848 | |
Balance (in Shares) at Mar. 31, 2023 | 10,074,657 | |||||
Stock-based compensation | 74,667 | 74,667 | ||||
Net loss | (1,209,744) | (1,209,744) | ||||
Foreign currency translation adjustment | (20,859) | (20,859) | ||||
Balance at Jun. 30, 2023 | $ 1,007 | 25,468,380 | (17,490,131) | 6,656 | 7,985,912 | |
Balance (in Shares) at Jun. 30, 2023 | 10,074,657 | |||||
Balance at Sep. 30, 2023 | (6,193,230) | |||||
Net loss | (12,973,753) | |||||
Balance at Jun. 30, 2024 | $ 1,480 | 36,764,869 | (48,986,099) | (10,380) | (12,230,130) | |
Balance (in Shares) at Jun. 30, 2024 | 14,802,414 | |||||
Balance at Oct. 01, 2023 | $ 1,007 | 25,543,048 | (31,769,244) | 31,959 | (6,193,230) | |
Balance (in Shares) at Oct. 01, 2023 | 10,074,657 | |||||
Issuance of common stock for services | $ 43 | 2,015,558 | 2,015,601 | |||
Issuance of common stock for services (in Shares) | 425,295 | |||||
Conversion of related party debts into common stock | $ 83 | 7,240,643 | (4,243,102) | 2,997,624 | ||
Conversion of related party debts into common stock (in Shares) | 827,807 | |||||
Issuance of common stock in connection with reverse recapitalization | $ 257 | 149,904 | 150,161 | |||
Issuance of common stock in connection with reverse recapitalization (in Shares) | 2,571,953 | |||||
Stock-based compensation | 74,667 | 74,667 | ||||
Net loss | (8,928,095) | (8,928,095) | ||||
Foreign currency translation adjustment | (63,313) | (63,313) | ||||
Balance at Dec. 31, 2023 | $ 1,390 | 35,023,820 | (44,940,441) | (31,354) | (9,946,585) | |
Balance (in Shares) at Dec. 31, 2023 | 13,899,712 | |||||
Issuance of common stock for services | $ 20 | 749,980 | 750,000 | |||
Issuance of common stock for services (in Shares) | 202,702 | |||||
Stock-based compensation | 74,668 | 74,668 | ||||
Net loss | (2,429,417) | (2,429,417) | ||||
Foreign currency translation adjustment | 26,582 | 26,582 | ||||
Balance at Mar. 31, 2024 | $ 1,410 | 35,848,468 | (47,369,858) | (4,772) | (11,524,752) | |
Balance (in Shares) at Mar. 31, 2024 | 14,102,414 | |||||
Allocated value of warrants related to issuance of convertible debt | 237,509 | 237,509 | ||||
Beneficial conversion feature related to convertible debt | 62,491 | 62,491 | ||||
Allocated value of warrants related to debt issuance | 40,804 | 40,804 | ||||
Issuance of common stock for debts settlement | $ 70 | 500,930 | 501,000 | |||
Issuance of common stock for debts settlement (in Shares) | 700,000 | |||||
Stock-based compensation | 74,667 | 74,667 | ||||
Net loss | (1,616,241) | (1,616,241) | ||||
Foreign currency translation adjustment | (5,608) | (5,608) | ||||
Balance at Jun. 30, 2024 | $ 1,480 | $ 36,764,869 | $ (48,986,099) | $ (10,380) | $ (12,230,130) | |
Balance (in Shares) at Jun. 30, 2024 | 14,802,414 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (12,973,753) | $ (3,149,315) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 36,315 | |
Amortization of intangible assets | 10,364 | 1,778,675 |
Stock-based compensation and service expense | 2,989,603 | 296,210 |
Loss on debts settlement | 176,399 | |
Provision for bad debt | 6,145,942 | |
Bad debt recovery | (4,942) | |
Unrealized foreign currency exchange gain | (2,895) | (441) |
Impairment of digital assets | 7,865 | |
Changes in operating assets and liabilities: | ||
Customer digital currency assets | (7,586) | 270,421 |
Accounts receivable | (1,886) | (298) |
Digital assets | (3,835) | 71,062 |
Due from affiliates | (4,128,855) | 648,073 |
Other current assets | (103,236) | (34,864) |
Accounts payable | 198,421 | 45,496 |
Customer custodial cash liabilities | (610,352) | (576,514) |
Customer digital currency liabilities | 7,586 | (270,421) |
Due to affiliates | 3,845,945 | 506,149 |
Accrued payroll liability and directors’ compensation | 147,906 | 126,450 |
Accrued professional fees | 1,609,098 | (111,362) |
Accrued liabilities and other payables | 50,644 | (233,902) |
NET CASH USED IN OPERATING ACTIVITIES | (2,619,117) | (626,716) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Investment in note receivable | (154,150) | |
Purchase of intangible asset | (41,706) | |
Proceeds from note receivable – related parties | 131,740 | |
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | 131,740 | (195,856) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Cash received in reverse recapitalization | 150,161 | |
Proceeds from loan payable | 50,000 | |
Repayments of loan payable | (50,000) | |
Proceeds from loan payable - related parties | 1,901,629 | |
Repayments of loan payable - related parties | (132,967) | |
Proceeds from issuance of convertible debt and warrants | 300,000 | |
Proceeds from issuance of debt and warrants | 78,000 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 2,296,823 | |
EFFECT OF EXCHANGE RATE ON CASH | 37,507 | 292,591 |
NET DECREASE IN CASH | (153,047) | (529,981) |
Cash - beginning of period | 691,819 | 2,384,417 |
Cash - end of period | 538,772 | 1,854,436 |
Cash consisted of the following: | ||
Cash | 6,138 | 142,341 |
Customer custodial cash | 532,634 | 1,712,095 |
Total cash | 538,772 | 1,854,436 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest | 1,425 | |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Conversion of related party debts into common stock | 2,997,624 | |
Allocated value of warrants and beneficial conversion features related to convertible debt | 300,000 | |
Original Issuance Discount | 75,000 | |
Allocated value of warrants related to debt | 40,804 | |
Related party’s note receivable exchange for loan payable | 37,668 | |
Accrued liabilities settled in shares | $ 324,601 |
The Company History and Nature
The Company History and Nature of the Business | 9 Months Ended |
Jun. 30, 2024 | |
The Company History and Nature of the Business [Abstract] | |
THE COMPANY HISTORY AND NATURE OF THE BUSINESS | NOTE 1 – THE COMPANY HISTORY AND NATURE OF THE BUSINESS Nukkleus Inc. (formerly known as, Brilliant Acquisition Corporation) (“Nukkleus”) was formed on May 24, 2019. Nukkleus was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities. On June 23, 2023, Brilliant Acquisition Corporation, a British Virgin Islands company (prior to the Merger “Brilliant”, and following the Merger, a Delaware corporation “Nukkleus”), entered into an Amended and Restated Agreement and Plan of Merger (as amended by the First Amendment to the Amended and Restated Agreement and Plan of Merger on November 1, 2023, the “Merger Agreement”), by and among Brilliant BRIL Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Brilliant (“Merger Sub”), and Nukkleus Inc., a Delaware corporation (“Old Nukk” or the “Company”). Old Nukk (f/k/a Compliance & Risk Management Solutions Inc.) was formed on July 29, 2013 in the State of Delaware as a for-profit Company and established a fiscal year end of September 30. The Merger Agreement provides that, among other things, at the closing (the “Closing”) of the transactions contemplated by the Merger Agreement, Merger Sub merged with and into Old Nukk (the “Merger”), with Old Nukk surviving as a wholly-owned subsidiary of Brilliant. In connection with the Merger, Brilliant changed its name to “Nukkleus Inc.” (“Nukkleus” or “Combined Company”). The Merger and other transactions contemplated by the Merger Agreement are hereinafter referred to as the “Business Combination.” The Business Combination was completed on December 22, 2023 (“Closing Date”). The accompanying financial statements are those of Old Nukk, as adjusted for the reverse recapitalization, as described in Note 2. As a result of Business Combination, Nukkleus now is a financial technology company which is focused on providing software and technology solutions for the worldwide retail foreign exchange (“FX”) trading industry. The Company primarily provides its software, technology, customer sales and marketing and risk management technology hardware and software solutions package to Triton Capital Markets Ltd. (“TCM”), formerly known as FXDD Malta Limited (“FXDD Malta”). The FXDD brand (e.g., see FXDD.com) is the brand utilized in the retail forex trading industry by TCM. Nukkleus Limited, a wholly-owned subsidiary of the Company, provides its software, technology, customer sales and marketing and risk management technology hardware and software solutions package under a General Services Agreement (“GSA”) to TCM. TCM is a private limited liability company formed under the laws of Malta. The GSA provides that TCM will pay Nukkleus Limited at minimum $1,600,000 per month. Due to non-payment by TCM under the GSA, the Company has advised TCM that the GSA has been terminated effective January 1, 2024. Emil Assentato is also the majority member of Max Q Investments LLC (“Max Q”), which is managed by Derivative Marketing Associates Inc. (“DMA”). Mr. Assentato, who is the Company’s Former Chief Executive Officer (“CEO”) and chairman, is the sole owner and manager of DMA. Max Q owns 79% of Currency Mountain Malta LLC, which in turn is the sole shareholder of TCM. In addition, in order to appropriately service TCM, Nukkleus Limited entered into a GSA with FXDirectDealer LLC (“FXDIRECT”), which provides that Nukkleus Limited will pay FXDIRECT a minimum of $1,575,000 per month in consideration of providing personnel engaged in operational and technical support, marketing, sales support, accounting, risk monitoring, documentation processing and customer care and support. Effective May 1, 2023, the minimum amount payable by Nukkleus Limited to FXDIRECT for services was reduced from $1,575,000 per month to $1,550,000 per month. FXDIRECT may terminate this agreement upon providing 90 days’ written notice. Currency Mountain Holdings LLC is the sole shareholder of FXDIRECT. Max Q is the majority shareholder of Currency Mountain Holdings LLC. In July 2018, the Company incorporated Nukkleus Malta Holding Ltd., which is a wholly-owned subsidiary. In July 2018, Nukkleus Malta Holding Ltd. incorporated Markets Direct Technology Group Ltd (“MDTG”), formerly known as Nukkleus Exchange Malta Ltd. MDTG was exploring potentially obtaining a license to operate an electronic exchange whereby it would facilitate the buying and selling of various digital assets as well as traditional currency pairs used in FX Trading. During the fourth quarter of fiscal 2020, management made the decision to exit the exchange business and to no longer pursue the regulatory licensing necessary to operate an exchange in Malta. On August 27, 2020, the Company renamed Nukkleus Exchange Malta Ltd. to Markets Direct Technology Group Ltd (“MDTG”). MDTG manages the technology and Internet Protocol (“IP”) behind the Markets Direct brand (which is operated by TCM). MDTG holds all the IP addresses and all the software licenses in its name, and it holds all the IP rights to the brands such as Markets Direct and TCM. MDTG then leases out the rights to use these names/brands licenses to the appropriate entities. In fiscal year 2021, the Company completed its acquisition of Match Financial Limited, a private limited company formed in England and Wales (“Match”) and its subsidiaries. Match, through its Digital RFQ Limited (“Digital RFQ”) subsidiary, is engaged in providing payment services from one fiat currency to another or to digital assets. In order to expand Match’s business into the Federal Republic of Nigeria, on June 28, 2024, Match acquired 255,000,000 ordinary shares of Match Financial Nigeria Limited (“Nigeria”) representing 51% of the issued and outstanding ordinary shares of Nigeria at no cost. Nigeria is a private limited company formed in the Federal Republic of Nigeria. There was no activity for Nigeria since its incorporation through June 30, 2024. On October 20, 2021, the Company and the shareholders (the “Original Shareholders”) of Jacobi Asset Management Holdings Limited (“Jacobi”) entered into a Purchase and Sale Agreement (the “Jacobi Agreement”) pursuant to which the Company agreed to acquire 5.0% of the issued and outstanding ordinary shares of Jacobi in consideration of 548,767 shares of common stock of the Company (the “Jacobi Transaction”). On December 15, 2021, the Company, the Original Shareholders and the shareholders of Jacobi that were assigned their interest in Jacobi by the Original Shareholders (the “New Jacobi Shareholders”) entered into an Amendment to Stock Purchase Agreement agreeing that the Jacobi Transaction will be entered between the Company and the New Jacobi Shareholders. The Jacobi Transaction closed on December 15, 2021. Jacobi is a company focused on digital asset management that has received regulatory approval to launch the world’s first tier one Bitcoin exchange-traded fund (“ETF”). Jamal Khurshid and Nicholas Gregory own, directly and indirectly, approximately 40% and 10% of Jacobi, respectively. Jamal Khurshid is the Company’s former chief executive officer and director and Nicholas Gregory is the Company’s director. The transactions contemplated by the Jacobi Agreement constituted a “related-party transaction” as defined in Item 404 of Regulation S-K because of Mr. Khurshid’s and Mr. Gregory’s position as beneficial owner of one or more Original Shareholders and New Jacobi Shareholders. On December 30, 2021, Old Nukk and the shareholder (the “Digiclear Shareholder”) of Digiclear Ltd. (“Digiclear”) entered into a Purchase and Sale Agreement (the “Digiclear Agreement”) pursuant to which Old Nukk acquired 5,400,000 of the issued and outstanding ordinary shares of Digiclear in consideration of shares of common stock, which following the Merger represented 415,733 shares of common stock of the Company (valued at $5,000,000 based on the market price of Old Nukk’s common stock on the acquisition date) (the “Digiclear Transaction”). The Digiclear Transaction closed on March 17, 2022. In addition, upon the closing of the Merger, the Company agreed to provide an additional $1 million in investment to Digiclear in exchange for 4.545% of additional shares of Digiclear’s capital stock subject to the parties entering a definitive agreement. The Company and Digiclear have not entered into an additional agreement outlining the terms pursuant to which the Company would acquire the additional shares of Digiclear. Digiclear is a company developing a custody and settlement utility operating system. Liquidity and capital resources Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. At June 30, 2024 and September 30, 2023, the Company had cash of approximately $6,000 and $19,000, respectively, exclusive of customer custodial cash. The condensed consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America applicable for a going concern, which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business. The Company had a working capital deficit of approximately $11,421,000 at June 30, 2024 and incurred a net loss and generated negative cash flow from operating activities of approximately $12,974,000 and $2,619,000 for the nine months ended June 30, 2024, respectively. In addition, the current cash balance cannot be projected to cover the operating expenses for the next twelve months from the release date of this report. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital, implement its business plan, and generate significant revenues. There are no assurances that the Company will be successful in its efforts to generate significant revenues, maintain sufficient cash balance or report profitable operations or to continue as a going concern. The Company plans on raising capital through the sale of equity to implement its business plan. However, there is no assurance these plans will be realized and that any additional financings will be available to the Company on satisfactory terms and conditions, if any. The accompanying condensed consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. |
Basis of Presentation and Princ
Basis of Presentation and Principles of Consolidation | 9 Months Ended |
Jun. 30, 2024 | |
Basis of Presentation and Principles of Consolidation [Abstract] | |
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION | NOTE 2 – BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION Reverse recapitalization Pursuant to the Merger Agreement, the merger between Brilliant and Old Nukk was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States (the “Reverse Recapitalization”). Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Old Nukk issuing stock for the net assets of Brilliant, accompanied by a recapitalization. The net assets of Brilliant are stated at historical cost, with no goodwill or other intangible assets recorded. Old Nukk was determined to be the accounting acquirer based on the following predominant factors: ● Old Nukk’s existing stockholders have the greatest voting interest in the Combined Company; ● Old Nukk controls the majority of the board of directors of the Combined Company and, given the board of directors election and retention provisions, Old Nukk holds the ability to maintain control of the board of directors on a go-forward basis; and ● Old Nukk’s senior management is the senior management of the Combined Company. The condensed consolidated assets, liabilities, and results of operations prior to the Reverse Recapitalization are those of Old Nukk. The shares and corresponding capital amounts and losses per share, prior to the Reverse Recapitalization, have been retroactively restated based on shares reflecting the exchange ratio of 36.44532 established in the Business Combination. Principals of consolidation These interim condensed consolidated financial statements of the Company and its subsidiaries are unaudited. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures necessary for a fair presentation of these interim condensed consolidated financial statements have been included. The results reported in the condensed consolidated financial statements for any interim periods are not necessarily indicative of the results that may be reported for the entire year. The accompanying condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all information and footnotes necessary for a complete presentation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). The Company’s condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. These accounts were prepared under the accrual basis of accounting. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2023 filed with the Securities and Exchange Commission on July 12, 2024. The consolidated balance sheet as of September 30, 2023 contained herein has been derived from the audited consolidated financial statements as of September 30, 2023, but does not include all disclosures required by U.S. GAAP. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Changes in these estimates and assumptions may have a material impact on the condensed consolidated financial statements and accompanying notes. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Significant estimates during the three and nine months ended June 30, 2024 and 2023 include the allowance for doubtful accounts, the useful life of intangible assets, the assumptions used in assessing impairment of long-term assets, the valuation of deferred tax assets and associated valuation allowances, the valuation of stock-based compensation, the fair value of customer digital currency assets and liabilities, and assumptions used to determine fair value of warrants, beneficial conversion feature and embedded conversion features of convertible note payable. Cash and cash equivalents As of June 30, 2024 and September 30, 2023, the Company’s cash balances by geographic area were as follows: Country: June 30, 2024 September 30, 2023 United States $ 1,773 28.9 % $ 7,675 39.7 % United Kingdom 4,087 66.6 % 11,469 59.4 % Republic of Lithuania 104 1.7 % - - Malta 174 2.8 % 174 0.9 % Total cash $ 6,138 100.0 % $ 19,318 100.0 % For purposes of the condensed consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less when purchased and money market accounts to be cash equivalents. The Company had no cash equivalents at June 30, 2024 and September 30, 2023. Cash and cash equivalents excludes customer legal tender, which is reported separately as customer custodial cash in the accompanying condensed consolidated balance sheets. Refer to “customer custodial cash and customer custodial cash liabilities” below for further details. Customer custodial cash and customer custodial cash liabilities Customer custodial cash represents cash and cash equivalents maintained in Company bank accounts that are controlled by the Company but held for the benefit of customers. Customer custodial cash liabilities represent these cash deposits to be utilized for its contractual obligations to its customers. The Company classifies the assets as current based on their purpose and availability to fulfill the Company’s direct obligations to its customers. Customer digital currency assets and liabilities At certain times, Digital RFQ’s customers’ funds that Digital RFQ uses to make payments on behalf of its customers, remain in the form of digital assets in its customers’ wallets at its digital asset trading platforms awaiting final conversion and/or transfer to the customer’s payment final destination. These indirectly held digital assets, may consist of USDT (Stablecoin), Bitcoin, and Ethereum (collectively, “Customer digital currency assets”). Digital RFQ maintains the internal recordkeeping of its customer digital currency assets, including the amount and type of digital asset owned by each of its customers. Digital RFQ has control of the private keys and knows the balances of all wallets with its digital asset trading platforms in order to be able to successfully carry out the movement of digital assets for its client payment instruction. As part of its customer payment instruction, Digital RFQ can execute withdrawals on the wallets in its digital asset trading platforms. Management has determined that Digital RFQ has control of the customer digital currency assets and records these assets on its balance sheet with a corresponding liability. Digital RFQ recognizes customer digital currency liabilities and corresponding customer digital currency assets, on initial recognition and at each reporting date, at fair value of the customer digital currency assets. Subsequent changes in fair value are adjusted to the carrying amount of these customer digital currency assets, with changes in fair value recorded in other general and administrative expense in the condensed consolidated statements of operations and comprehensive loss. Any loss, theft, or other misuse would impact the measurement of customer digital currency assets. The Company classifies the customer digital currency assets as current based on their purpose and availability to fulfill the Company’s direct obligations to its customers. Fair value of financial instruments and fair value measurements The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows ● Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. ● Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. ● Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated financial statements, primarily due to their short-term nature. Assets and liabilities measured at fair value on a recurring basis. The following table provides these assets and liabilities carried at fair value, measured as of June 30, 2024: Quoted Significant Other Significant Active Observable Unobservable Balance at (Level 1) (Level 2) (Level 3) 2024 Customer digital currency assets $ - $ 7,635 $ - $ 7,635 Customer digital currency liabilities $ - $ 7,635 $ - $ 7,635 As of September 30, 2023, the Company did not have any customer digital currency assets and liabilities. Customer digital currency assets and liabilities represent the Company’s obligation to safeguard customers’ digital assets. Accordingly, the Company has valued the assets and liabilities using quoted market prices for the underlying digital assets which is based on Level 2 inputs. ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. Digital assets The digital assets held by the Company are accounted for as intangible assets with indefinite useful lives, and are initially measured at cost. Digital assets accounted for as intangible assets are subject to impairment losses if the fair value of digital assets decreases below the carrying value at any time during the period. The fair value is measured using the quoted price of the digital asset at the time its fair value is being measured. Impairment expense is reflected in other general and administrative expense in the condensed consolidated statements of operations and comprehensive loss. The Company assigns costs to transactions on a first-in, first-out basis. Credit risk and uncertainties The ramifications of the outbreak of the novel strain of COVID-19, reported to have started in December 2019 and spread globally, are filled with uncertainty and changing quickly. Our operations have continued during the COVID-19 pandemic and we have not had significant disruption. The Company is operating in a rapidly changing environment so the extent to which COVID-19 impacts its business, operations and financial results from this point forward will depend on numerous evolving factors that the Company cannot accurately predict. Those factors include the following: the duration and scope of the pandemic; governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic. The Company maintains a portion of its cash in bank and financial institution deposits within U.S. that at times may exceed federally-insured limits of $250,000. The Company manages this credit risk by concentrating its cash balances, including customer custodial cash, in high quality financial institutions and by periodically evaluating the credit quality of the primary financial institutions holding such deposits. The Company may also hold cash at digital asset trading platforms and performs a regular assessment of these digital asset trading platforms as part of its risk management process. The Company has not experienced any losses in such bank accounts and believes it is not exposed to any risks on its cash in bank accounts. At June 30, 2024, there were no balances in excess of the federally-insured limits We may maintain our cash assets at financial institutions in the U.S. in amounts that may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limit of $250,000. Actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems. For example, in response to the rapidly declining financial condition of regional banks Silicon Valley Bank (“SVB”) and Signature Bank (“Signature”), the California Department of Financial Protection and Innovation and the New York State Department of Financial Services closed SVB and Signature on March 10, 2023 and March 12, 2023, respectively, and the FDIC was appointed as receiver for SVB and Signature. In the event of a failure or liquidity issues of or at any of the financial institutions where we maintain our deposits or other assets, we may incur a loss to the extent such loss exceeds the FDIC insurance limitation, which could have a material adverse effect upon our liquidity, financial condition and our results of operations. Similarly, if our customers experience liquidity issues as a result of financial institution defaults or non-performance where they hold cash assets, their ability to pay us may become impaired and could have a material adverse effect on our results of operations, including the collection of accounts receivable and cash flows. Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of trade accounts receivable. A portion of the Company’s sales are credit sales which is to the customer whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivable is limited due to short-term payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk. Note receivable – related parties Note receivable – related parties is presented net of an allowance for doubtful account. The Company maintains allowance for doubtful account for estimated loss. The Company reviews the note receivable – related parties on a periodic basis and makes general and specific allowance when there is doubt as to the collectability of individual balance. In evaluating the collectability of individual receivable balance, the Company considers many factors, including the age of the balance, a borrower’s historical payment history, its current credit-worthiness and current economic trend. Note receivable is written off after exhaustive efforts at collection. During the nine months ended June 30, 2024, accounts with the amount of approximately $657,000 were written off after exhaustive efforts at collection with a corresponding debit to the allowance for doubtful account. The writes-offs of note receivable – related parties against the allowance for doubtful accounts only impact the balance sheet accounts. At June 30, 2024 and September 30, 2023, the Company has established, based on a review of its outstanding balances, an allowance for doubtful account in the amounts of $0 and $637,072, respectively, for its note receivable – related parties. Other current assets Other current assets primarily consist of prepaid directors and officers’ liability insurance premium, prepaid NASDAQ listing fee, security deposit, and accounts receivable. As of June 30, 2024 and September 30, 2023, other current assets amounted to $135,631 and $32,522, respectively. Variable interest entity (“VIE”) A VIE is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or (ii) has equity investors who lack the characteristics of a controlling financial interest. The primary beneficiary of a VIE is the party with both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb the losses or the right to receive benefits that could potentially be significant to the VIE. To assess whether the Company has the power to direct the activities of a VIE that most significantly impact its economic performance, the Company considers all the facts and circumstances including its ongoing rights and responsibilities. This assessment includes identifying the activities that most significantly impact the VIE’s economic performance and identifying which party, if any, has power over those activities. In general, the party that makes the most significant decisions affecting the VIE is determined to have the power to direct the activities of the VIE. To assess whether the Company has the obligation to absorb the losses or the right to receive benefits that could potentially be significant to the VIE, the Company considers all of its economic interests, including debt and equity interests, and any other variable interests in the VIE. If the Company determines that it is the party with the power to make the most significant decisions affecting the VIE, and the Company has an obligation to absorb the losses or the right to receive benefits that could potentially be significant to the VIE, then the Company consolidates the VIE. The Company analyzes its investment in Jacobi to determine whether it is a VIE and, if so, whether the Company is the primary beneficiary in accordance with ASC 810 Consolidation. The Company determines Jacobi is a VIE since it has insufficient equity to permit it to finance its activities without additional subordinated financial support. In determining whether it is the primary beneficiary, the Company considers whether it has the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance. The Company also considers whether it has the obligation to absorb losses of, or the right to receive benefits from, the VIE. The Company is not the primary beneficiary of Jacobi as it does not have the power to direct the activities that most significantly impact the economic performance of Jacobi, due to Jacobi’ management and board of directors’ structure. As a result, the variable interest entity is not consolidated. Creditors of the Company’s variable interest entity do not have recourse against the general credit of the Company. The Company uses the cost method to account for its investment in Jacobi in which the Company is not deemed to be the primary beneficiary. The Company’s investment in unconsolidated variable interest entity is classified as cost method investment in the condensed consolidated balance sheets. The Company’s assets and liabilities with the variable interest entity are classified as due from/to affiliates. As of June 30, 2024 and September 30, 2023, the carrying value of assets and liabilities recognized in the condensed consolidated balance sheets related to the Company’s interest in the non-consolidated VIE and the Company’s maximum exposure to loss relating to non-consolidated VIE were as follows: June 30, September 30, Cost method investment $ 391,217 $ 391,217 Due from affiliates - 95,274 Total VIE assets $ 391,217 $ 486,491 Maximum exposure to loss $ 391,217 $ 486,491 Intangible assets Intangible assets consist of regulatory licenses, which are being amortized on a straight-line method over the estimated useful life of 3 years. Revenue recognition The Company determines revenue recognition from contracts with customers through the following steps: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation Revenue is recognized when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company’s revenues are derived from providing: ● General support services under a GSA to a related party. The transaction price is determined in accordance with the terms of the GSA and payments are due on a monthly basis. There are multiple services provided under the GSA (including operational reporting and technical support infrastructure, website hosting and marketing solutions, accounting maintenance, risk monitoring services, new account processing and customer care and continued support) and these performance obligations are combined into a single unit of accounting. Fees are recognized as revenue over time as the services are rendered under the terms of the GSA. The Company recognizes the full contracted amount each period with no deferred revenue. The nature of the performance obligation is to provide the specified goods or services directly to the customer. The Company engages another party to satisfy the performance obligation on its behalf. The Company’s performance obligation is not to arrange for the provision of the specified good or service by another party. The Company is primarily responsible for fulfilling the promise to provide the specified good or service. Therefore, the Company is deemed to be a principal in the transaction and recognizes revenue for that performance obligation. The Company is a financial technology company which is focused on providing software and technology solutions for the worldwide retail foreign exchange (“FX”) trading industry. Under a GSA, the Company is contractually obligated to provide for the fulfillment software, technology, customer sales and marketing and risk management technology hardware and software solutions package to TCM. The Company provides these services, obtained from affiliate service provider FXDirect Dealer, LLC which is under common ownership, and controls the services of its service provider necessary to legally transfer of the services to TCM. Consequently, the Company is defined as the principal in the transaction. The Company, as principal, satisfies its obligation by providing ongoing service support enabling TCM to conduct its retail FX business without interruption. Upon satisfaction of its obligation, the Company recognizes revenue in the gross amount of consideration it is entitled to receive. The monthly GSA price is calculated by applying the Company’s approximately 2% mark-up to the costs of the services being provided by FXDirect Dealer, LLC. ● Financial services to its customers. Revenue related to its financial services offerings are recognized at a point in time when service is rendered. Prepayments, if any, received from customers prior to the services being performed are recorded as advances from customers. In these cases, when the services are performed, the appropriate portion of the amount recorded as advance from customers is recognized as revenue. There are 4 distinct stages that each trade must go through to be completed and must be converted from one currency into another. Where possible, fees are taken in United States dollar (“USD”) and therefore if there is an agreed fee with the client then this will be taken on the USD leg of the transaction regardless of whether it is pre-conversion or post-conversion. The first stage is notification and there is no real opportunity for us to realize revenue at this stage. The second stage is the funding stage and it allows us to charge the agreed fee before any currency conversion, we call this pre-trade revenue. The third stage of the transaction is conversion and we are able to realize revenue in the spread between the price we pay for the conversion and the price we charge the client for the conversion. The fourth opportunity for us to realize revenue (charge our fee) is after the conversion has taken place (post-trade). Disaggregation of revenues The Company’s revenues stream detail are as follows: Revenue Stream Revenue Stream Detail General support services Providing software, technology, customer sales and marketing and risk management technology hardware and software solutions package under a GSA to a related party Financial services Providing payment services from one fiat currency to another or to digital assets In the following table, revenues are disaggregated by segment for the three and nine months ended June 30, 2024 and 2023: Three Months Ended Nine Months Ended Revenue Stream 2024 2023 2024 2023 General support services $ - $ 4,800,000 $ 4,800,000 $ 14,400,000 Financial services 175,214 412,056 877,362 1,822,388 Total revenues $ 175,214 $ 5,212,056 $ 5,677,362 $ 16,222,388 Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not record any impairment charge for the three and nine months ended June 30, 2024 and 2023 as there was no impairment indicator noted. Beneficial conversion features and warrants The Company evaluates the conversion feature of convertible debt instruments to determine whether the conversion feature was beneficial as described in ASC 470-30, Debt with Conversion and Other Options. The Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt that has conversion features at fixed or adjustable rates that are in-the-money when issued and records the relative fair value of any warrants issued with those instruments. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds to the warrants and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features, both of which are credited to additional paid-in capital. The Company calculates the fair value of warrants with the convertible instruments using the Black-Scholes valuation model. Under these guidelines, the Company first allocates the value of the proceeds received from a convertible debt transaction between the convertible debt instrument and any other detachable instruments included in the transaction (such as warrants) on a relative fair value basis. A BCF is then measured as the intrinsic value of the conversion option at the commitment date, representing the difference between the effective conversion price and the Company’s stock price on the commitment date multiplied by the number of shares into which the debt instrument is convertible. The allocated value of the BCF and warrants are recorded as a debt discount and accreted over the expected term of the convertible debt as interest expense. If the intrinsic value of the BCF is greater than the proceeds allocated to the convertible debt instrument, the amount of the discount assigned to the BCF is limited to the amount of the proceeds allocated to the convertible debt instrument. Advertising and marketing costs All costs related to advertising and marketing are expensed as incurred. For the three months ended June 30, 2024 and 2023, advertising and marketing costs amounted to $2,355 and $1,670, respectively, which was included in operating expenses on the accompanying condensed consolidated statements of operations and comprehensive loss. For the nine months ended June 30, 2024 and 2023, advertising and marketing costs amounted to $43,941 and $51,087, respectively, which was included in operating expenses on the accompanying condensed consolidated statements of operations and comprehensive loss. Income taxes The Company accounts for income taxes pursuant to Financial Accounting Standards Board (“FASB”) ASC 740, Income Taxes. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal and foreign tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the period of the change in estimate. The Company follows the provisions of FASB ASC 740-10 Uncertainty in Income Taxes (ASC 740-10). Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a “more-likely-than-not” threshold. Foreign currency translation The reporting currency of the Company is U.S. Dollars. The functional currency of the parent company, Nukkleus Inc., Nukkleus Limited, Nukkleus Malta Holding Ltd. and its subsidiaries, is the U.S. dollar, the functional currency of Match Financial Limited and its subsidiary, Digital RFQ, is the British Pound (“GBP”), the functional currency of Digital RFQ’s subsidiary, DRFQ Europe UAB, is Euro, and the functional currency of Digital RFQ’s subsidiary, DRFQ Pay North America, is CAD. Monetary assets and liabilities denominated in currencies other than the reporting currency are translated into the reporting currency at the rates of exchange prevailing at the balance sheet date. Revenue and expenses are translated using average rates during each reporting period, and stockholders’ equity is translated at historical exchange rates. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Most of the Company’s revenue transactions are transacted in the functional currency of the Company. The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company. Asset and liability accounts at June 30, 2024 and September 30, 2023 were translated at 0.7904 GBP and 0.8199 GBP to $1.00, respectively, which were the exchange rates on the balance sheet dates. Asset and liability accounts at June 30, 2024 and September 30, 2023 were translated at 0.9329 EUR and 0.9446 EUR to $1.00, respectively, which were the exchange rates on the balance sheet dates. Asset and liability accounts at June 30, 2024 and September 30, 2023 were translated at 1.3694 CAD and 1.3591 CAD to $1.00, which was the exchange rate on the balance sheet date. Equity accounts were stated at their historical rates. The average translation rate applied to the statement of operations for the nine months ended June 30, 2024 and 2023 was 0.7955 GBP and 0.8249 GBP to $1.00, respectively. The average translation rate applied to the statement of operations for the nine months ended June 30, 2024 and 2023 was 0.9261 EUR and 0.9429 EUR to $1.00. The average translation rate applied to the statement of operations for the nine months ended June 30, 2024 and for the period from February 18, 2023 through June 30, 2023 was 1.3597 CAD and 1.3516 CAD to $1.00. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. Comprehensive loss Comprehensive loss is comprised of net loss and all changes to the statements of equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. For the Company, comprehensive loss for the three and nine months ended June 30, 2024 and 2023 consisted of net loss and unrealized loss from foreign currency translation adjustment. Stock-based compensation The Company measures and recognizes compensation expense for all stock-based awards granted to non-employees, including stock options, based on the grant date fair value of the award. The Company estimates the grant date fair value of each option award using the Black-Scholes option-pricing model. For non-employee stock-based awards, fair value is measured based on the value of the Company’s common stock on the date that the commitment for performance by the counterparty has been reached or the counterparty’s performance is complete. The fair value of the equity instrument is calculated and then recognized as compensation expense over the requisite performance period. Segment reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is its Chief Executive Officer (“CEO”), who reviews operating results to make decisions about |
Customer Assets and Liabilities
Customer Assets and Liabilities | 9 Months Ended |
Jun. 30, 2024 | |
Customer Assets and Liabilities [Abstract] | |
CUSTOMER ASSETS AND LIABILITIES | NOTE 4 – CUSTOMER ASSETS AND LIABILITIES The Company includes customer funds in the condensed consolidated balance sheets as customer custodial cash and includes these cash deposits to be utilized for its contractual obligations to its customers as customer custodial cash liabilities in the condensed consolidated balance sheets. The following table presents customers’ cash and digital positions: June 30, September 30, Customer custodial cash $ 532,634 $ 672,501 Customer digital currency assets 7,635 - Total customer assets $ 540,269 $ 672,501 Customer custodial cash liabilities $ 882,578 $ 1,443,011 Customer digital currency liabilities 7,635 - Total customer liabilities $ 890,213 $ 1,443,011 The Company controls digital assets for its customers in digital wallets and digital token identifiers necessary to access digital assets on digital asset trading platforms. The Company maintains a record of all assets in digital wallets held on digital asset trading platforms as well as the private keys, which are maintained on behalf of customers. The Company records the assets and liabilities, on the initial recognition and at each reporting date, at the fair value of the digital assets which it controls for its customers. Any loss or theft would impact the measurement of the customer digital currency assets. During the three and nine months ended June 30, 2024 and 2023, no losses have been incurred in connection with customer digital currency assets. The Company also controls the bank accounts holding the customer custodial cash, as reflected on the accompanying condensed consolidated balance sheets. The following table sets forth the fair market value of customer digital currency assets, as shown in the condensed consolidated balance sheets, as customer digital currency assets and customer digital currency liabilities, as of June 30, 2024 and September 30, 2023: June 30, 2024 September 30, 2023 Fair Value Percentage of Total Fair Value Percentage of Total Stablecoin/USD Coin $ 6,066 79.4 % $ - - Ethereum 1,569 20.6 % - - Total customer digital currency assets $ 7,635 100.0 % $ - - |
Digital Assets
Digital Assets | 9 Months Ended |
Jun. 30, 2024 | |
Digital Assets [Abstract] | |
DIGITAL ASSETS | NOTE 5 – DIGITAL ASSETS The following table summarizes the Company’s digital asset holdings as of June 30, 2024: Asset Estimated Useful Life Cost Impairment Digital Assets Bitcoin Indefinite $ 1,523 $ - $ 1,523 Ethereum Indefinite 732 - 732 Stablecoin/USD Coin Indefinite 3,024 - 3,024 Other Indefinite 627 - 627 Total $ 5,906 $ - $ 5,906 The following table summarizes the Company’s digital asset holdings as of September 30, 2023: Asset Estimated Useful Life Cost Impairment Digital Assets Bitcoin Indefinite $ 894 $ - $ 894 Ethereum Indefinite 709 - 709 Stablecoin/USD Coin Indefinite 284 - 284 Other Indefinite 86 - 86 Total $ 1,973 $ - $ 1,973 The Company recorded impairment expense of $0 and $122 for the three months ended June 30, 2024 and 2023, respectively, which was included in other general and administrative expenses on the accompanying condensed consolidated statements of operations and comprehensive loss. The Company recorded impairment expense of $0 |
Loan Payable
Loan Payable | 9 Months Ended |
Jun. 30, 2024 | |
Loan Payable [Abstract] | |
LOAN PAYABLE | NOTE 6 – LOAN PAYABLE In November 2023, the Company entered into a loan agreement with a third party. Pursuant to the loan agreement, the Company borrowed $50,000 from the third party. The loan bore a fixed interest rate of 0% per annum and was payable on demand. In January 2024, this loan was repaid in full. |
Convertible Promissory Note Pay
Convertible Promissory Note Payable, Net | 9 Months Ended |
Jun. 30, 2024 | |
Convertible Promissory Note Payable, Net [Abstract] | |
CONVERTIBLE PROMISSORY NOTE PAYABLE, NET | NOTE 7 - CONVERTIBLE PROMISSORY NOTE PAYABLE, NET June 11, 2024 convertible promissory note payable On June 11, 2024 (the “Effective Date”), the Company issued a Senior Unsecured Promissory Note (the “Note”) in the principal amount of $312,500 to X Group Fund of Funds (“X Group”), in consideration of cash proceeds in the amount of $250,000 after an original issue discount of $62,500. The Note bears interest of 12.0% per annum and is due and payable six months after issuance. In addition, the Company issued X Group a Stock Purchase Warrant (“Warrant”) to acquire 1,200,000 shares of common stock at a per share price of $0.25 for a term of five years that may be exercised on a cash or cashless basis. X Group shall have the right to convert the principal and interest payable under the Note into shares of common stock of the Company at a per share conversion price of $0.25. The Company and X Group also entered into a Restructuring Agreement providing that, among other items, X Group, in its sole discretion, will have the right for a period for six months from the Effective Date (the “Investment Period”), to lend the Company an additional $500,000 in consideration of a convertible promissory note that will have a term of two years, bear interest at 12% and will convert into shares of common stock at a per share price of $0.25. Based upon the Company’s analysis of the criteria contained in ASC Topic 815-40, “Derivatives and Hedging - Contracts in an Entity’s Own Equity”, the Company determined that the warrants issued to X Group are classified as equity in additional paid-in capital. In accordance with ASC 470-20-25-2, proceeds from the sale of a debt instrument with stock purchase warrants are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds so allocated to the warrants are accounted for as additional paid-in capital. The remainder of the proceeds are allocated to the debt instrument portion of the transaction. The fair values of the warrants issued to the investor were computed using the Black-Scholes option-pricing model with the following assumptions: volatility of 182.23%, risk-free rate of 4.41%, annual dividend yield of 0% and expected life of 5 years. The Company recorded a beneficial conversion feature of $12,491 based on the intrinsic value of the conversion option at June 11, 2024. Therefore, the Company recorded a total debt discount of $312,500 related to the original issue discount, warrants issued to X Group, and beneficial conversion feature, which will be amortized over the term of the Note. June 17, 2024 and June 18, 2024 convertible promissory note payable On June 17, 2024, the Company issued an additional Note in the principal amount of $31,250 to X Group, in consideration of cash proceeds in the amount of $25,000 after an original issue discount of $6,250. The Note bears interest of 12.0% per annum and is due and payable six months after issuance. X Group shall have the right to convert the principal and interest payable under the Note into shares of common stock of the Company at a per share conversion price of $0.25. The Company recorded a beneficial conversion feature of $25,000 based on the intrinsic value of the conversion option at June 17, 2024. On June 18, 2024, the Company issued an additional Note in the principal amount of $31,250 to X Group, in consideration of cash proceeds in the amount of $25,000 after an original issue discount of $6,250. The Note bears interest of 12.0% per annum and is due and payable six months after issuance. X Group shall have the right to convert the principal and interest payable under the Note into shares of common stock of the Company at a per share conversion price of $0.25. The Company recorded a beneficial conversion feature of $25,000 based on the intrinsic value of the conversion option at June 18, 2024. Therefore, the Company recorded a total debt discount of $62,500 related to the original issue discounts and beneficial conversion features, which will be amortized over the term of the Note. For the three and nine months ended June 30, 2024, amortization of debt discount and interest expense related to the Note amounted to $29,514 and $2,332, respectively, which have been included in interest expense — amortization of debt discount and interest expense — other on the accompanying condensed consolidated statements of operations and comprehensive loss. At June 30, 2024, convertible promissory note payable consisted of the following: June 30, Principal amount $ 375,000 Less: unamortized debt discount (345,486 ) Convertible promissory note payable, net $ 29,514 |
Promissory Note Payable, Net
Promissory Note Payable, Net | 9 Months Ended |
Jun. 30, 2024 | |
Promissory Note Payable, Net [Abstract] | |
PROMISSORY NOTE PAYABLE, NET | NOTE 8 - PROMISSORY NOTE PAYABLE, NET On April 30, 2024, the Company issued a promissory note (“April 2024 Loan”) in the principal amount of $78,000 to an investor in consideration of cash proceeds in the amount of $78,000. In addition to the April 2024 Loan, the investor also received a Stock Purchase Warrant (“April 2024 Warrant”) to acquire 116,279 shares of common stock. The April 2024 Warrant is exercisable for three years at an exercise price of $0.86. The April 2024 Loan bears interest of 8.0% per annum and is due and payable on April 30, 2025. Based upon the Company’s analysis of the criteria contained in ASC Topic 815-40, “Derivatives and Hedging - Contracts in an Entity’s Own Equity”, the Company determined that the warrants issued to the investor are classified as equity in additional paid in-capital. In accordance with ASC 470-20-25-2, proceeds from the sale of a debt instrument with stock purchase warrants are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds so allocated to the warrants are accounted for as additional paid-in capital. The remainder of the proceeds are allocated to the debt instrument portion of the transaction. The fair values of the warrants issued to the investor were computed using the Black-Scholes option-pricing model with the following assumptions: volatility of 174.03%, risk-free rate of 4.87%, annual dividend yield of 0% and expected life of 3 years. The warrants issued to the investor to purchase 116,279 shares of the Company’s common stock were treated as a discount on the promissory note payable and were valued at $40,804 and will be amortized over the term of the April 2024 Loan. For the three and nine months ended June 30, 2024, amortization of debt discount and interest expense related to the April 2024 Loan amounted to $6,801 and $1,060, respectively, which have been included in interest expense — amortization of debt discount and interest expense — other on the accompanying condensed consolidated statements of operations and comprehensive loss. At June 30, 2024, promissory note payable consisted of the following: June 30, Principal amount $ 78,000 Less: unamortized debt discount (34,003 ) Promissory note payable, net $ 43,997 |
Accrued Liabilities and Other P
Accrued Liabilities and Other Payables | 9 Months Ended |
Jun. 30, 2024 | |
Accrued Liabilities and Other Payables [Abstract] | |
ACCRUED LIABILITIES AND OTHER PAYABLES | NOTE 9 – ACCRUED LIABILITIES AND OTHER PAYABLES At June 30, 2024 and September 30, 2023, accrued liabilities and other payables consisted of the following: June 30, September 30, Unearned revenue $ 157,276 $ 151,617 Interest payable 3,392 - Interest payable – related parties 10,942 - Others 25,697 18,255 Total $ 197,307 $ 169,872 |
Share Capital
Share Capital | 9 Months Ended |
Jun. 30, 2024 | |
Share Capital [Abstract] | |
SHARE CAPITAL | NOTE 10 – SHARE CAPITAL Common shares issued for services During the nine months ended June 30, 2024, the Company issued a total of 627,997 shares of its common stock for services rendered. These shares were valued at $2,765,601, the fair market values on the grant dates using the reported closing share prices on the dates of grant, and the Company recorded stock-based compensation expense of $2,765,601 for the nine months ended June 30, 2024. Common shares issued for related party debts conversion On December 19, 2023, the Company and FXDIRECT, a related party, entered into a Debt Conversion Agreement pursuant to which the outstanding amount of $2,727,061 was converted into 757,678 shares of common stock of the Company. The fair market value of the shares issued exceeded the total amount of the debt converted of $2,727,061 by $3,900,255 which was treated as a distribution transaction due to FXDIRECT’s relationship with the Company. On December 19, 2023, the Company and Emil Assentato, the Company’s former chief executive officer and chairman, entered into a Debt Conversion Agreement pursuant to which the outstanding principal amount of $270,000 and unpaid interest of $563 were converted into 70,129 shares of common stock of the Company (see Note 11 - Loan payable – related parties and interest payable – related parties). The fair market value of the shares issued exceeded the total amount of the debt converted of $270,563 by $342,847 which was treated as a distribution transaction due to Mr. Assentato’s relationship with the Company. Common shares issued pursuant to Settlement Agreement and Stipulation On May 28, 2024, the Company entered into a Settlement Agreement and Stipulation (“Settlement Agreement”) with Silverback Capital Corporation (“SCC”) to settle outstanding claims owed to SCC. Pursuant to the Settlement Agreement, on May 31, 2024, the Company settled $324,601 debt owed by issuance of the Company’s 660,000 shares of common stock. The 660,000 shares issued had a fair value of $463,716, of which, $324,601 was recorded as a reduction of accrued liabilities and $139,115 of the excess fair value was recorded as loss on debts settlement. Pursuant to the Settlement Agreement, the Company issued 40,000 shares of its common stock as a settlement fee. These shares were valued at $37,284, the fair market value on the grant date using the reported closing share price on the date of grant, and the Company recorded loss on debts settlement of $37,284. Options The following table summarizes the shares of the Company’s common stock issuable upon exercise of options outstanding at June 30, 2024 Options Outstanding Options Exercisable Range of Number Weighted Average Weighted Number Weighted $ 3.15 – 15.75 95,715 2.51 $ 4.44 64,286 $ 4.51 87.50 28,571 2.22 87.50 28,571 87.50 $ 3.15 – 87.50 124,286 2.44 $ 23.53 92,857 $ 30.05 Stock option activities for the nine months ended June 30, 2024 were as follows: Number of Weighted Outstanding at September 30, 2023 124,286 $ 23.53 Granted - - Outstanding at June 30, 2024 124,286 $ 23.53 Options exercisable at June 30, 2024 92,857 $ 30.05 Options expected to vest 31,429 $ 4.30 The aggregate intrinsic value of both stock options outstanding and stock options exercisable at June 30, 2024 was $0. For the three months ended June 30, 2024 and 2023, stock-based compensation expense associated with stock options granted amounted to $74,667 and $74,667, respectively, which was recorded as professional fees on the accompanying condensed consolidated statements of operations and comprehensive loss. For the nine months ended June 30, 2024 and 2023, stock-based compensation expense associated with stock options granted amounted to $224,002 and $296,210, respectively, which was recorded as professional fees on the accompanying condensed consolidated statements of operations and comprehensive loss. A summary of the status of the Company’s nonvested stock options granted as of June 30, 2024 and changes during the nine months ended June 30, 2024 is presented below: Number of Weighted Nonvested at September 30, 2023 34,286 $ 5.25 Vested (2,857 ) (15.75 ) Nonvested at June 30, 2024 31,429 $ 4.30 Warrants As a result of the Business Combination which was completed on December 22, 2023, 6,701,000 warrants of Brilliant were converted into 6,701,000 warrants of the Combined Company. Stock warrant activities during the period from Closing Date to June 30, 2024 were as follows: Number of Weighted Outstanding at Closing Date 6,701,000 $ 11.50 Granted 1,316,279 0.30 Outstanding and exercisable at June 30, 2024 8,017,279 $ 9.66 The following table summarizes the shares of the Company’s common stock issuable upon exercise of warrants outstanding at June 30, 2024 Warrants Outstanding Warrants Exercisable Range of Exercise Price Number Outstanding at June 30, 2024 Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable at June 30, 2024 Weighted Average Exercise $ 11.50 6,701,000 4.49 $ 11.50 6,701,000 $ 11.50 0.25 – 0.86 1,316,279 4.76 0.30 1,316,279 0.30 0.25 – 11.50 8,017,279 4.54 $ 9.66 8,017,279 $ 9.66 The aggregate intrinsic value of stock warrants outstanding and stock warrants exercisable at June 30, 2024 was approximately $166,000. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 11 – RELATED PARTY TRANSACTIONS Services provided by related parties From time to time, Oliver Worsley, a shareholder of the Company, provides consulting services to the Company. As compensation for professional services provided, the Company recognized consulting expenses of $15,130 and $14,942 for the three months ended June 30, 2024 and 2023, respectively, which have been included in professional fees on the accompanying condensed consolidated statements of operations and comprehensive loss. As compensation for professional services provided, the Company recognized consulting expenses of $38,969 and $40,005 for the nine months ended June 30, 2024 and 2023, respectively, which have been included in professional fees on the accompanying condensed consolidated statements of operations and comprehensive loss. From time to time, Craig Vallis, a shareholder of the Company, provides consulting services to the Company. As compensation for professional services provided, the Company recognized consulting expenses of $27,230 and $26,017 for the three months ended June 30, 2024 and 2023, respectively, which have been included in professional fees on the accompanying condensed consolidated statements of operations and comprehensive loss. As compensation for professional services provided, the Company recognized consulting expenses of $68,008 and $100,012 for the nine months ended June 30, 2024 and 2023, respectively, which have been included in professional fees on the accompanying condensed consolidated statements of operations and comprehensive loss. From time to time, Jamal Khurshid, the Company’s former chief executive officer and director, provides consulting services to the Company. As compensation for professional services provided, the Company recognized consulting expenses of $38,243 for the three and nine months ended June 30, 2024, which have been included in professional fees on the accompanying condensed consolidated statements of operations and comprehensive loss. Jamal Khurshid did not provide any consulting services to the Company for the three and nine months ended June 30, 2023. The Company uses affiliate employees for various services such as the use of accountants to record the books and accounts of the Company at no charge to the Company, which are considered immaterial. Office space from related parties The Company uses office space of affiliate companies, free of rent, which is considered immaterial. Revenue from related party and cost of revenue from related party The Company’s general support services operate under a GSA with TCM providing personnel and technical support, marketing, accounting, risk monitoring, documentation processing and customer care and support. The minimum monthly amount received is $1,600,000. Due to non-payment by TCM under the GSA, the Company had advised TCM that the GSA has been terminated effective January 1, 2024. The Company’s general support services operate under a GSA with FXDIRECT receiving personnel and technical support, marketing, accounting, risk monitoring, documentation processing and customer care and support. The minimum monthly amount payable is $1,575,000. Effective May 1, 2023, the minimum amount payable by the Company to FXDIRECT for services was reduced from $1,575,000 per month to $1,550,000 per month . Both of the above entities are affiliates through common ownership. During the three and nine months ended June 30, 2024 and 2023, general support services provided to the related party, which was recorded as revenue – general support services - related party on the accompanying condensed consolidated statements of operations and comprehensive loss were as follows : Three Months Ended Nine Months Ended 2024 2023 2024 2023 Service provided to: TCM $ - $ 4,800,000 $ 4,800,000 $ 14,400,000 $ - $ 4,800,000 $ 4,800,000 $ 14,400,000 During the three and nine months ended June 30, 2024 and 2023, services received from the related party, which was recorded as cost of revenue – general support services - related party on the accompanying condensed consolidated statements of operations and comprehensive loss were as follows: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Service received from: FXDIRECT $ - $ 4,675,000 $ 4,650,000 $ 14,125,000 $ - $ 4,675,000 $ 4,650,000 $ 14,125,000 During the three months ended June 30, 2024 and 2023, Digital RFQ earned revenue from related parties in the amount of $7,722 and $29,343, respectively, which was included in revenue – financial services on the accompanying condensed consolidated statements of operations and comprehensive loss. During the nine months ended June 30, 2024 and 2023, Digital RFQ earned revenue from related parties in the amount of $69,050 and $107,859, respectively, which was included in revenue – financial services on the accompanying condensed consolidated statements of operations and comprehensive loss. Due from affiliates At June 30, 2024 and September 30, 2023, due from affiliates consisted of the following: June 30, September 30, Jacobi $ - $ 95,274 FXDD Mauritius (1) 6,001 1,500 TCM 12,502 1,942,500 Total $ 18,503 $ 2,039,274 (1) FXDD Mauritius is controlled by Emil Assentato, the Company’s former chief executive officer and chairman. The balances due from Jacobi, FXDD Mauritius, and TCM represent monies that the Company paid on behalf of Jacobi, FXDD Mauritius, and TCM. The balance due from TCM as of September 30, 2023 also included unsettled funds due related to the General Service Agreement. Management believes that the affiliates’ receivables are fully collectable. Therefore, no allowance for doubtful account is deemed to be required on its due from affiliates at June 30, 2024 and September 30, 2023. Due to affiliates At June 30, 2024 and September 30, 2023, due to affiliates consisted of the following: June 30, September 30, Forexware LLC (1) $ 1,207,201 $ 1,211,778 FXDIRECT (2) 6,209,179 5,064,428 Currency Mountain Holdings Bermuda, Limited (“CMH”) 42,000 42,000 FXDD Trading (1) 411,585 396,793 Markets Direct Payments (1) 2,404 2,317 Match Fintech Limited (3) 48,920 91,433 Craig Vallis 4,005 - Jamal Khurshid (4) 18,895 - Total $ 7,944,189 $ 6,808,749 (1) Forexware LLC, FXDD Trading, and Markets Direct Payments are controlled by Emil Assentato, the Company’s former chief executive officer and chairman. (2) The partial outstanding amount of $2,727,061 due to FXDIRECT was converted into 757,678 shares of common stock of the Company in December 2023 (See Note 10 – Common shares issued for related party debts conversion). (3) Match Fintech Limited is controlled by affiliates of the Company. (4) Jamal Khurshid is the Company’s former chief executive officer and director. The balances due to affiliates represent expenses paid by Forexware LLC, FXDIRECT, FXDD Trading, Markets Direct Payments, Match Fintech Limited, Craig Vallis, and Jamal Khurshid on behalf of the Company and advances from CMH. The balance due to FXDIRECT may also include unsettled funds due related to the General Service Agreement. Amounts due to affiliates are short-term in nature, non-interest bearing, unsecured and repayable on demand. Customer digital currency assets and liabilities – related parties At June 30, 2024 and September 30, 2023, related parties’ digital currency, which was controlled by Digital RFQ, amounted to $5,848 and $0, respectively, which was included in customer digital currency assets and liabilities on the accompanying condensed consolidated balance sheets. Note receivable – related parties Promissory note The Company originated a note receivable to a shareholder in the principal amount of $35,000 on September 1, 2022. The note matured with respect to $17,500 on March 1, 2023 and with respect to $17,500 on September 1, 2023. The note bears a fixed interest rate of 5.0% per annum. The principal was funded with cash custodial money. In April 2024, the note was exchanged for loan payable – related parties. Line of credit On July 31, 2023, the Company entered into a Credit Deed (the “Credit Deed”) providing a $1 million line of credit (the “Line of Credit”) to a related party company which is a client of Digital RFQ. The Line of Credit allows the related party company to request loans thereunder until amount reaches $1 million. Loan drawn under the Line of Credit bears interest at an annual rate of 8% and will be receivable in installments commencing on December 31, 2023. The Line of Credit was collateralized by 133,514 shares of common stock of the Company. In the nine months ended June 30, 2024, activity recorded for the Line of Credit is summarized in the following table: Outstanding principal under the Line of Credit at September 30, 2023 $ 127,820 Repayment of Line of Credit (127,820 ) Outstanding principal under the Line of Credit at June 30, 2024 $ - During the nine months ended June 30, 2024, accrued and unpaid interest related to the line of credit with the amount of approximately $10,000 was written off after exhaustive efforts at collection with a corresponding debit to the allowance for doubtful account. The writes-off of interest receivable against the allowance for doubtful accounts only impact the balance sheet accounts. At June 30, 2024 and September 30, 2023, the Company has established, based on a review of its outstanding interest receivable, an allowance for doubtful account in the amounts of $0 and $10,199, respectively, for the receivable. Loan payable – related parties and interest payable – related parties On July 19, 2023, Digital RFQ issued a promissory note (the “July 2023 Loan”) in the principal amount of $75,619 to Jamal Khurshid, the Company’s former chief executive officer and director, in consideration of cash proceeds in the amount of $75,619. The July 2023 Loan bore interest of 5.0% per annum and was due and payable on July 19, 2026. On November 24, 2023, Digital RFQ borrowed additional GBP 4,000 (approximately $5,000) from Jamal Khurshid. On November 27, 2023, all outstanding balances of principal and accrued interest related to the borrowings from Jamal Khurshid were repaid in full. On August 15, 2023, Digital RFQ issued a promissory note (the “August 2023 Loan”) in the principal amount of $75,000 to Emil Assentato, the Company’s former chief executive officer and chairman, in consideration of cash proceeds in the amount of $75,000. The August 2023 Loan bears interest of 5.0% per annum and is due and payable on August 15, 2026. In January 2024, the Company repaid $50,000. As of June 30, 2024, the outstanding principal balance was $25,000. On September 18, 2023, the Company issued a promissory note (the “September 2023 Loan”) in the principal amount of $270,000 to Emil Assentato, the Company’s former chief executive officer and chairman, in consideration of cash proceeds in the amount of $270,000. The September 2023 Loan bore interest of 5.0% per annum and was due and payable on September 18, 2026. In December 2023, the September 2023 Loan principal of $270,000 and related accrued interest of $563 were converted into 70,129 shares of common stock of the Company (See Note 10 – Common shares issued for related party debts conversion). On March 6, 2024, Digital RFQ entered into a facility agreement with Craig Vallis, a shareholder of the Company, providing Digital RFQ with up to $500,000 loan. The facility allows Digital RFQ to request loans thereunder and to use the proceeds of such loans for working capital and operating expense purposes. Loans drawn under the facility bear interest at a monthly rate of 4%. This loan will be repaid in according to these installments set out in the facility agreement with the last installment due on July 31, 2024. As of June 30, 2024, the outstanding principal balance was $405,676. As of the date of this report, this loan is still outstanding. On March 12, 2024, Digital RFQ entered into a loan agreement with Oliver Worsley, a shareholder of the Company, providing Digital RFQ with up to GBP 395,000 (approximately $499,000) loan. The loan agreement allows Digital RFQ to request loans thereunder and to use the proceeds of such loans for working capital and operating expense purposes. Loans drawn under the loan agreement bear interest at an annual rate of 10%. This loan is unsecured and is due and payable on March 31, 2025. In April 2024, a portion of outstanding principal was exchanged for note receivable – related party. As of June 30, 2024, the outstanding principal balance was $275,383. During the nine months ended June 30, 2024, the Company issued a few promissory notes in the aggregate principal of $1,167,500 to Emil Assentato and Max Q, in consideration of cash proceeds in the amount of $1,167,500. These loans bear interest of 5.0% per annum and each individual loan will be due and payable three years from the date of issuance. As of June 30, 2024, the outstanding principal balance totaled $1,167,500. For the three and nine months ended June 30, 2024, the interest expense related to related parties’ loans amounted to $23,901 and $41,671, respectively, and has been reflected as interest expense – related parties on the accompanying condensed consolidated statements of operations and comprehensive loss. As of June 30, 2024 and September 30, 2023, the related accrued and unpaid interest for related parties’ loans was $41,575 and $1,771, respectively, of which, $10,942 and $0 was included in accrued liabilities and other payables, and $30,633 and $1,771 was reflected as interest payable – related parties, respectively, on the accompanying condensed consolidated balance sheets. Letter agreement with ClearThink Nukkleus was party to a letter agreement with ClearThink dated as of November 22, 2021, pursuant to which ClearThink was engaged by Nukkleus in connection with the Business Combination. Craig Marshak, a former member of the Board of Directors of the Company, was a managing director of ClearThink, a transaction advisory firm. ClearThink had been engaged by the Company to serve as the exclusive transactional financial advisor, and finder with respect to the Business Combination, to advise the Company with respect to the Business Combination. The letter agreement was terminated on October 27, 2023. The Company paid ClearThink $210,000 as of the date of closing of the Business Combination. |
Concentrations
Concentrations | 9 Months Ended |
Jun. 30, 2024 | |
Concentrations [Abstract] | |
CONCENTRATIONS | NOTE 12 – CONCENTRATIONS Customers The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues for the three and nine months ended June 30, 2024 and 2023. Three Months Ended Nine Months Ended Customer 2024 2023 2024 2023 A – related party * 92.1 % 84.5 % 88.8 % B 37.2 % * * * C 10.1 % * * * * Less than 10% Two related party customers, whose outstanding receivables accounted for 10% or more of the Company’s total outstanding accounts receivable and due from affiliates at June 30, 2024, accounted for 87.9% of the Company’s total outstanding accounts receivable and due from affiliates at June 30, 2024. One related party customer, whose outstanding receivable accounted for 10% or more of the Company’s total outstanding accounts receivable and due from affiliates at September 30, 2023, accounted for 95.2% of the Company’s total outstanding accounts receivable and due from affiliates at September 30, 2023. Suppliers The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s costs of revenues for the three and nine months ended June 30, 2024 and 2023. Three Months Ended Nine Months Ended Supplier 2024 2023 2024 2023 A – related party * 87.1 % 95.0 % 86.7 % B 48.9 % * * * C 20.3 % * * * * Less than 10% Two related party suppliers, whose outstanding payables accounted for 10% or more of the Company’s total outstanding accounts payable, accrued liabilities and other payables, and due to affiliates at June 30, 2024, accounted for 70.8% of the Company’s total outstanding accounts payable, accrued liabilities and other payables, and due to affiliates at June 30, 2024. Two related party suppliers, whose outstanding payables accounted for 10% or more of the Company’s total outstanding accounts payable, accrued liabilities and other payables, and due to affiliates at September 30, 2023, accounted for 81.7% of the Company’s total outstanding accounts payable, accrued liabilities and other payables, and due to affiliates at September 30, 2023. |
Segment Information
Segment Information | 9 Months Ended |
Jun. 30, 2024 | |
Segment Information [Abstract] | |
SEGMENT INFORMATION | NOTE 13 – SEGMENT INFORMATION For the three and nine months ended June 30, 2024 and 2023, the Company operated in two reportable business segments - (1) the general support services segment, in which we provide software, technology, customer sales and marketing and risk management technology hardware and software solutions package under a GSA to a related party; and (2) the financial services segment, in which we provide payment services from one fiat currency to another or to digital assets. The Company’s reportable segments are strategic business units that offer different services and products. They are managed separately based on the fundamental differences in their operations. Information with respect to these reportable business segments for the three and nine months ended June 30, 2024 and 2023 was as follows: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Revenues General support services $ - $ 4,800,000 $ 4,800,000 $ 14,400,000 Financial services 175,214 412,056 877,362 1,822,388 Total 175,214 5,212,056 5,677,362 16,222,388 Costs of revenues General support services - 4,675,000 4,650,000 14,125,000 Financial services 49,738 695,074 246,625 2,162,317 Total 49,738 5,370,074 4,896,625 16,287,317 Gross profit (loss) General support services - 125,000 150,000 275,000 Financial services 125,476 (283,018 ) 630,737 (339,929 ) Total 125,476 (158,018 ) 780,737 (64,929 ) Operating expenses Financial services 487,750 558,228 1,482,560 1,595,955 Corporate/Other 1,029,373 496,555 12,056,902 1,494,776 Total 1,517,123 1,054,783 13,539,462 3,090,731 Other income (expense) Financial services 4,230 3,057 29,683 6,345 Corporate/Other (228,824 ) - (244,711 ) - Total (224,594 ) 3,057 (215,028 ) 6,345 Net income (loss) General support services - 125,000 150,000 275,000 Financial services (358,044 ) (838,189 ) (822,140 ) (1,929,539 ) Corporate/Other (1,258,197 ) (496,555 ) (12,301,613 ) (1,494,776 ) Total (1,616,241 ) (1,209,744 ) (12,973,753 ) (3,149,315 ) Amortization Financial services 3,432 591,955 10,364 1,775,865 Corporate/Other - 937 - 2,810 Total $ 3,432 $ 592,892 $ 10,364 $ 1,778,675 Total assets at June 30, 2024 and September 30, 2023 June 30, September 30, Financial services $ 624,757 $ 1,004,708 Corporate/Other 495,368 2,347,917 Total $ 1,120,125 $ 3,352,625 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 – COMMITMENTS AND CONTINGENCIES Digital asset wallets Digital RFQ has committed to safeguard all digital assets and digital token identifiers on behalf of its customers. As such, Digital RFQ may be liable to its customers for losses arising from theft or loss of customer private keys. Digital RFQ has no reason to believe it will incur any expense associated with such potential liability because (i) it has no known or historical experience of claims to use as a basis of measurement, (ii) it accounts for and continually verifies the amount of digital assets within its control, and (iii) it engages third parties, which are digital asset trading platforms, to provide certain custodial services, including holding its customers’ digital token identifiers, securing its customers’ digital assets, and protecting them from loss or theft, including indemnification against certain types of losses such as theft. Its third-party digital asset trading platforms hold the digital assets in accounts in Digital RFQ’s name for the benefit of Digital RFQ’s customers. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 – SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. Common shares issued for Settlement Agreement and Stipulation On May 28, 2024, the Company entered into a Settlement Agreement and Stipulation (the “Settlement Agreement”) with Silverback Capital Corporation (“SCC”) to settle outstanding claims owed to SCC. Pursuant to the Settlement Agreement, during the period from July 1, 2024 through August 27, 2024, the Company issued an aggregate of 1,189,550 shares of its common stock. Senior Unsecured Promissory Note – August 2024 On August 1, 2024 (the “August 2024 Effective Date”), the Company issued a Senior Unsecured Promissory Note (the “August 2024 Note”) in the principal amount of $515,000 to East Asia Technology Investments Limited (the “August 2024 Lender”) in consideration of cash proceeds in the amount of $412,075. The August 2024 Note bears interest of 12.0% per annum and is due and payable six months after issuance. As an additional inducement to provide the loan as outlined under the August 2024 Note, the Company issued the August 2024 Lender a Stock Purchase Warrant (“Warrant”) to acquire 1,400,000 shares of common stock at a per share price of $0.25 for a term of five years that may be exercised on a cash or cashless basis. The August 2024 Lender shall have the right to convert the principal and interest payable under the August 2024 Note into shares of common stock of the Company at a per share conversion price of $0.3125. Common Shares Issued for Settlement of Accrued Professional Fees In July 2024, the Company issued 500,000 shares of its common stock to settle accrued and unpaid professional fees. Common Shares Issued for Services In July 2024, the Company issued 300,000 shares of its common stock for services rendered and to be rendered. X Group’s Convertible Promissory Note Payable On September 10, 2024, the Company issued an additional Senior Unsecured Promissory Note (the “September 2024 Note”) in the principal amount of $125,000 to X Group in consideration of cash proceeds in the amount of $100,000, which was funded on September 4, 2024. The September 2024 Note bears interest of 12.0% per annum and is due and payable six months after issuance. Departure of Directors or Certain Officers and Election of Directors or Appointment of Certain Officers On July 24, 2024, Emil Assentato resigned as Chief Executive Officer and from the Board of Directors of the Company. Jamal (Jamie) Khurshid, the Chief Operating Officer and a director of the Company, was appointed as Chief Executive Officer effective July 24, 2024. The Company has been advised that X Group and Emil Assentato and Jamal Khurshid, in a personal capacity, entered into a Settlement Agreement. Pursuant to the Settlement Agreement, Mr. Khurshid advised the Company that he was resigning as Chief Executive Officer and as a director of the Company effective September 4, 2024. Further, in conjunction with Mr. Khurshid’s resignation, the Board increased the size of the Board from six to seven and appointed David Rokach and Menachem Shalom as directors to fill such vacancies. Mr. Shalom was also appointed as Chief Executive Officer of the Company. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||||||
Net Income (Loss) | $ (1,616,241) | $ (2,429,417) | $ (8,928,095) | $ (1,209,744) | $ (805,649) | $ (1,133,922) | $ (12,973,753) | $ (3,149,315) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Use of estimates | Use of estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Changes in these estimates and assumptions may have a material impact on the condensed consolidated financial statements and accompanying notes. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Significant estimates during the three and nine months ended June 30, 2024 and 2023 include the allowance for doubtful accounts, the useful life of intangible assets, the assumptions used in assessing impairment of long-term assets, the valuation of deferred tax assets and associated valuation allowances, the valuation of stock-based compensation, the fair value of customer digital currency assets and liabilities, and assumptions used to determine fair value of warrants, beneficial conversion feature and embedded conversion features of convertible note payable. |
Cash and cash equivalents | Cash and cash equivalents As of June 30, 2024 and September 30, 2023, the Company’s cash balances by geographic area were as follows: Country: June 30, 2024 September 30, 2023 United States $ 1,773 28.9 % $ 7,675 39.7 % United Kingdom 4,087 66.6 % 11,469 59.4 % Republic of Lithuania 104 1.7 % - - Malta 174 2.8 % 174 0.9 % Total cash $ 6,138 100.0 % $ 19,318 100.0 % For purposes of the condensed consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less when purchased and money market accounts to be cash equivalents. The Company had no cash equivalents at June 30, 2024 and September 30, 2023. Cash and cash equivalents excludes customer legal tender, which is reported separately as customer custodial cash in the accompanying condensed consolidated balance sheets. Refer to “customer custodial cash and customer custodial cash liabilities” below for further details. |
Customer custodial cash and customer custodial cash liabilities | Customer custodial cash and customer custodial cash liabilities Customer custodial cash represents cash and cash equivalents maintained in Company bank accounts that are controlled by the Company but held for the benefit of customers. Customer custodial cash liabilities represent these cash deposits to be utilized for its contractual obligations to its customers. The Company classifies the assets as current based on their purpose and availability to fulfill the Company’s direct obligations to its customers. |
Customer digital currency assets and liabilities | Customer digital currency assets and liabilities At certain times, Digital RFQ’s customers’ funds that Digital RFQ uses to make payments on behalf of its customers, remain in the form of digital assets in its customers’ wallets at its digital asset trading platforms awaiting final conversion and/or transfer to the customer’s payment final destination. These indirectly held digital assets, may consist of USDT (Stablecoin), Bitcoin, and Ethereum (collectively, “Customer digital currency assets”). Digital RFQ maintains the internal recordkeeping of its customer digital currency assets, including the amount and type of digital asset owned by each of its customers. Digital RFQ has control of the private keys and knows the balances of all wallets with its digital asset trading platforms in order to be able to successfully carry out the movement of digital assets for its client payment instruction. As part of its customer payment instruction, Digital RFQ can execute withdrawals on the wallets in its digital asset trading platforms. Management has determined that Digital RFQ has control of the customer digital currency assets and records these assets on its balance sheet with a corresponding liability. Digital RFQ recognizes customer digital currency liabilities and corresponding customer digital currency assets, on initial recognition and at each reporting date, at fair value of the customer digital currency assets. Subsequent changes in fair value are adjusted to the carrying amount of these customer digital currency assets, with changes in fair value recorded in other general and administrative expense in the condensed consolidated statements of operations and comprehensive loss. Any loss, theft, or other misuse would impact the measurement of customer digital currency assets. The Company classifies the customer digital currency assets as current based on their purpose and availability to fulfill the Company’s direct obligations to its customers. |
Fair value of financial instruments and fair value measurements | Fair value of financial instruments and fair value measurements The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows ● Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. ● Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. ● Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated financial statements, primarily due to their short-term nature. Assets and liabilities measured at fair value on a recurring basis. The following table provides these assets and liabilities carried at fair value, measured as of June 30, 2024: Quoted Significant Other Significant Active Observable Unobservable Balance at (Level 1) (Level 2) (Level 3) 2024 Customer digital currency assets $ - $ 7,635 $ - $ 7,635 Customer digital currency liabilities $ - $ 7,635 $ - $ 7,635 As of September 30, 2023, the Company did not have any customer digital currency assets and liabilities. Customer digital currency assets and liabilities represent the Company’s obligation to safeguard customers’ digital assets. Accordingly, the Company has valued the assets and liabilities using quoted market prices for the underlying digital assets which is based on Level 2 inputs. ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. |
Digital assets | Digital assets The digital assets held by the Company are accounted for as intangible assets with indefinite useful lives, and are initially measured at cost. Digital assets accounted for as intangible assets are subject to impairment losses if the fair value of digital assets decreases below the carrying value at any time during the period. The fair value is measured using the quoted price of the digital asset at the time its fair value is being measured. Impairment expense is reflected in other general and administrative expense in the condensed consolidated statements of operations and comprehensive loss. The Company assigns costs to transactions on a first-in, first-out basis. |
Credit risk and uncertainties | Credit risk and uncertainties The ramifications of the outbreak of the novel strain of COVID-19, reported to have started in December 2019 and spread globally, are filled with uncertainty and changing quickly. Our operations have continued during the COVID-19 pandemic and we have not had significant disruption. The Company is operating in a rapidly changing environment so the extent to which COVID-19 impacts its business, operations and financial results from this point forward will depend on numerous evolving factors that the Company cannot accurately predict. Those factors include the following: the duration and scope of the pandemic; governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic. The Company maintains a portion of its cash in bank and financial institution deposits within U.S. that at times may exceed federally-insured limits of $250,000. The Company manages this credit risk by concentrating its cash balances, including customer custodial cash, in high quality financial institutions and by periodically evaluating the credit quality of the primary financial institutions holding such deposits. The Company may also hold cash at digital asset trading platforms and performs a regular assessment of these digital asset trading platforms as part of its risk management process. The Company has not experienced any losses in such bank accounts and believes it is not exposed to any risks on its cash in bank accounts. At June 30, 2024, there were no balances in excess of the federally-insured limits We may maintain our cash assets at financial institutions in the U.S. in amounts that may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limit of $250,000. Actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems. For example, in response to the rapidly declining financial condition of regional banks Silicon Valley Bank (“SVB”) and Signature Bank (“Signature”), the California Department of Financial Protection and Innovation and the New York State Department of Financial Services closed SVB and Signature on March 10, 2023 and March 12, 2023, respectively, and the FDIC was appointed as receiver for SVB and Signature. In the event of a failure or liquidity issues of or at any of the financial institutions where we maintain our deposits or other assets, we may incur a loss to the extent such loss exceeds the FDIC insurance limitation, which could have a material adverse effect upon our liquidity, financial condition and our results of operations. Similarly, if our customers experience liquidity issues as a result of financial institution defaults or non-performance where they hold cash assets, their ability to pay us may become impaired and could have a material adverse effect on our results of operations, including the collection of accounts receivable and cash flows. Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of trade accounts receivable. A portion of the Company’s sales are credit sales which is to the customer whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivable is limited due to short-term payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk. |
Note receivable – related parties | Note receivable – related parties Note receivable – related parties is presented net of an allowance for doubtful account. The Company maintains allowance for doubtful account for estimated loss. The Company reviews the note receivable – related parties on a periodic basis and makes general and specific allowance when there is doubt as to the collectability of individual balance. In evaluating the collectability of individual receivable balance, the Company considers many factors, including the age of the balance, a borrower’s historical payment history, its current credit-worthiness and current economic trend. Note receivable is written off after exhaustive efforts at collection. During the nine months ended June 30, 2024, accounts with the amount of approximately $657,000 were written off after exhaustive efforts at collection with a corresponding debit to the allowance for doubtful account. The writes-offs of note receivable – related parties against the allowance for doubtful accounts only impact the balance sheet accounts. At June 30, 2024 and September 30, 2023, the Company has established, based on a review of its outstanding balances, an allowance for doubtful account in the amounts of $0 and $637,072, respectively, for its note receivable – related parties. |
Other current assets | Other current assets Other current assets primarily consist of prepaid directors and officers’ liability insurance premium, prepaid NASDAQ listing fee, security deposit, and accounts receivable. As of June 30, 2024 and September 30, 2023, other current assets amounted to $135,631 and $32,522, respectively. |
Variable interest entity (“VIE”) | Variable interest entity (“VIE”) A VIE is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or (ii) has equity investors who lack the characteristics of a controlling financial interest. The primary beneficiary of a VIE is the party with both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb the losses or the right to receive benefits that could potentially be significant to the VIE. To assess whether the Company has the power to direct the activities of a VIE that most significantly impact its economic performance, the Company considers all the facts and circumstances including its ongoing rights and responsibilities. This assessment includes identifying the activities that most significantly impact the VIE’s economic performance and identifying which party, if any, has power over those activities. In general, the party that makes the most significant decisions affecting the VIE is determined to have the power to direct the activities of the VIE. To assess whether the Company has the obligation to absorb the losses or the right to receive benefits that could potentially be significant to the VIE, the Company considers all of its economic interests, including debt and equity interests, and any other variable interests in the VIE. If the Company determines that it is the party with the power to make the most significant decisions affecting the VIE, and the Company has an obligation to absorb the losses or the right to receive benefits that could potentially be significant to the VIE, then the Company consolidates the VIE. The Company analyzes its investment in Jacobi to determine whether it is a VIE and, if so, whether the Company is the primary beneficiary in accordance with ASC 810 Consolidation. The Company determines Jacobi is a VIE since it has insufficient equity to permit it to finance its activities without additional subordinated financial support. In determining whether it is the primary beneficiary, the Company considers whether it has the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance. The Company also considers whether it has the obligation to absorb losses of, or the right to receive benefits from, the VIE. The Company is not the primary beneficiary of Jacobi as it does not have the power to direct the activities that most significantly impact the economic performance of Jacobi, due to Jacobi’ management and board of directors’ structure. As a result, the variable interest entity is not consolidated. Creditors of the Company’s variable interest entity do not have recourse against the general credit of the Company. The Company uses the cost method to account for its investment in Jacobi in which the Company is not deemed to be the primary beneficiary. The Company’s investment in unconsolidated variable interest entity is classified as cost method investment in the condensed consolidated balance sheets. The Company’s assets and liabilities with the variable interest entity are classified as due from/to affiliates. As of June 30, 2024 and September 30, 2023, the carrying value of assets and liabilities recognized in the condensed consolidated balance sheets related to the Company’s interest in the non-consolidated VIE and the Company’s maximum exposure to loss relating to non-consolidated VIE were as follows: June 30, September 30, Cost method investment $ 391,217 $ 391,217 Due from affiliates - 95,274 Total VIE assets $ 391,217 $ 486,491 Maximum exposure to loss $ 391,217 $ 486,491 |
Intangible assets | Intangible assets Intangible assets consist of regulatory licenses, which are being amortized on a straight-line method over the estimated useful life of 3 years. |
Revenue recognition | Revenue recognition The Company determines revenue recognition from contracts with customers through the following steps: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation Revenue is recognized when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company’s revenues are derived from providing: ● General support services under a GSA to a related party. The transaction price is determined in accordance with the terms of the GSA and payments are due on a monthly basis. There are multiple services provided under the GSA (including operational reporting and technical support infrastructure, website hosting and marketing solutions, accounting maintenance, risk monitoring services, new account processing and customer care and continued support) and these performance obligations are combined into a single unit of accounting. Fees are recognized as revenue over time as the services are rendered under the terms of the GSA. The Company recognizes the full contracted amount each period with no deferred revenue. The nature of the performance obligation is to provide the specified goods or services directly to the customer. The Company engages another party to satisfy the performance obligation on its behalf. The Company’s performance obligation is not to arrange for the provision of the specified good or service by another party. The Company is primarily responsible for fulfilling the promise to provide the specified good or service. Therefore, the Company is deemed to be a principal in the transaction and recognizes revenue for that performance obligation. The Company is a financial technology company which is focused on providing software and technology solutions for the worldwide retail foreign exchange (“FX”) trading industry. Under a GSA, the Company is contractually obligated to provide for the fulfillment software, technology, customer sales and marketing and risk management technology hardware and software solutions package to TCM. The Company provides these services, obtained from affiliate service provider FXDirect Dealer, LLC which is under common ownership, and controls the services of its service provider necessary to legally transfer of the services to TCM. Consequently, the Company is defined as the principal in the transaction. The Company, as principal, satisfies its obligation by providing ongoing service support enabling TCM to conduct its retail FX business without interruption. Upon satisfaction of its obligation, the Company recognizes revenue in the gross amount of consideration it is entitled to receive. The monthly GSA price is calculated by applying the Company’s approximately 2% mark-up to the costs of the services being provided by FXDirect Dealer, LLC. ● Financial services to its customers. Revenue related to its financial services offerings are recognized at a point in time when service is rendered. Prepayments, if any, received from customers prior to the services being performed are recorded as advances from customers. In these cases, when the services are performed, the appropriate portion of the amount recorded as advance from customers is recognized as revenue. There are 4 distinct stages that each trade must go through to be completed and must be converted from one currency into another. Where possible, fees are taken in United States dollar (“USD”) and therefore if there is an agreed fee with the client then this will be taken on the USD leg of the transaction regardless of whether it is pre-conversion or post-conversion. The first stage is notification and there is no real opportunity for us to realize revenue at this stage. The second stage is the funding stage and it allows us to charge the agreed fee before any currency conversion, we call this pre-trade revenue. The third stage of the transaction is conversion and we are able to realize revenue in the spread between the price we pay for the conversion and the price we charge the client for the conversion. The fourth opportunity for us to realize revenue (charge our fee) is after the conversion has taken place (post-trade). |
Disaggregation of revenues | Disaggregation of revenues The Company’s revenues stream detail are as follows: Revenue Stream Revenue Stream Detail General support services Providing software, technology, customer sales and marketing and risk management technology hardware and software solutions package under a GSA to a related party Financial services Providing payment services from one fiat currency to another or to digital assets In the following table, revenues are disaggregated by segment for the three and nine months ended June 30, 2024 and 2023: Three Months Ended Nine Months Ended Revenue Stream 2024 2023 2024 2023 General support services $ - $ 4,800,000 $ 4,800,000 $ 14,400,000 Financial services 175,214 412,056 877,362 1,822,388 Total revenues $ 175,214 $ 5,212,056 $ 5,677,362 $ 16,222,388 |
Impairment of long-lived assets | Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not record any impairment charge for the three and nine months ended June 30, 2024 and 2023 as there was no impairment indicator noted. |
Beneficial conversion features and warrants | Beneficial conversion features and warrants The Company evaluates the conversion feature of convertible debt instruments to determine whether the conversion feature was beneficial as described in ASC 470-30, Debt with Conversion and Other Options. The Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt that has conversion features at fixed or adjustable rates that are in-the-money when issued and records the relative fair value of any warrants issued with those instruments. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds to the warrants and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features, both of which are credited to additional paid-in capital. The Company calculates the fair value of warrants with the convertible instruments using the Black-Scholes valuation model. Under these guidelines, the Company first allocates the value of the proceeds received from a convertible debt transaction between the convertible debt instrument and any other detachable instruments included in the transaction (such as warrants) on a relative fair value basis. A BCF is then measured as the intrinsic value of the conversion option at the commitment date, representing the difference between the effective conversion price and the Company’s stock price on the commitment date multiplied by the number of shares into which the debt instrument is convertible. The allocated value of the BCF and warrants are recorded as a debt discount and accreted over the expected term of the convertible debt as interest expense. If the intrinsic value of the BCF is greater than the proceeds allocated to the convertible debt instrument, the amount of the discount assigned to the BCF is limited to the amount of the proceeds allocated to the convertible debt instrument. |
Advertising and marketing costs | Advertising and marketing costs All costs related to advertising and marketing are expensed as incurred. For the three months ended June 30, 2024 and 2023, advertising and marketing costs amounted to $2,355 and $1,670, respectively, which was included in operating expenses on the accompanying condensed consolidated statements of operations and comprehensive loss. For the nine months ended June 30, 2024 and 2023, advertising and marketing costs amounted to $43,941 and $51,087, respectively, which was included in operating expenses on the accompanying condensed consolidated statements of operations and comprehensive loss. |
Income taxes | Income taxes The Company accounts for income taxes pursuant to Financial Accounting Standards Board (“FASB”) ASC 740, Income Taxes. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal and foreign tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the period of the change in estimate. The Company follows the provisions of FASB ASC 740-10 Uncertainty in Income Taxes (ASC 740-10). Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a “more-likely-than-not” threshold. |
Foreign currency translation | Foreign currency translation The reporting currency of the Company is U.S. Dollars. The functional currency of the parent company, Nukkleus Inc., Nukkleus Limited, Nukkleus Malta Holding Ltd. and its subsidiaries, is the U.S. dollar, the functional currency of Match Financial Limited and its subsidiary, Digital RFQ, is the British Pound (“GBP”), the functional currency of Digital RFQ’s subsidiary, DRFQ Europe UAB, is Euro, and the functional currency of Digital RFQ’s subsidiary, DRFQ Pay North America, is CAD. Monetary assets and liabilities denominated in currencies other than the reporting currency are translated into the reporting currency at the rates of exchange prevailing at the balance sheet date. Revenue and expenses are translated using average rates during each reporting period, and stockholders’ equity is translated at historical exchange rates. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Most of the Company’s revenue transactions are transacted in the functional currency of the Company. The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company. Asset and liability accounts at June 30, 2024 and September 30, 2023 were translated at 0.7904 GBP and 0.8199 GBP to $1.00, respectively, which were the exchange rates on the balance sheet dates. Asset and liability accounts at June 30, 2024 and September 30, 2023 were translated at 0.9329 EUR and 0.9446 EUR to $1.00, respectively, which were the exchange rates on the balance sheet dates. Asset and liability accounts at June 30, 2024 and September 30, 2023 were translated at 1.3694 CAD and 1.3591 CAD to $1.00, which was the exchange rate on the balance sheet date. Equity accounts were stated at their historical rates. The average translation rate applied to the statement of operations for the nine months ended June 30, 2024 and 2023 was 0.7955 GBP and 0.8249 GBP to $1.00, respectively. The average translation rate applied to the statement of operations for the nine months ended June 30, 2024 and 2023 was 0.9261 EUR and 0.9429 EUR to $1.00. The average translation rate applied to the statement of operations for the nine months ended June 30, 2024 and for the period from February 18, 2023 through June 30, 2023 was 1.3597 CAD and 1.3516 CAD to $1.00. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. |
Comprehensive loss | Comprehensive loss Comprehensive loss is comprised of net loss and all changes to the statements of equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. For the Company, comprehensive loss for the three and nine months ended June 30, 2024 and 2023 consisted of net loss and unrealized loss from foreign currency translation adjustment. |
Stock-based compensation | Stock-based compensation The Company measures and recognizes compensation expense for all stock-based awards granted to non-employees, including stock options, based on the grant date fair value of the award. The Company estimates the grant date fair value of each option award using the Black-Scholes option-pricing model. For non-employee stock-based awards, fair value is measured based on the value of the Company’s common stock on the date that the commitment for performance by the counterparty has been reached or the counterparty’s performance is complete. The fair value of the equity instrument is calculated and then recognized as compensation expense over the requisite performance period. |
Segment reporting | Segment reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is its Chief Executive Officer (“CEO”), who reviews operating results to make decisions about allocating resources and assessing performance for the entire company. The Company has determined that it has two reportable business segments: general support services segment and financial services segment. These reportable segments offer different types of services and products, have different types of revenue, and are managed separately as each requires different operating strategies and management expertise. |
Per share data | Per share data ASC Topic 260, Earnings per Share, requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net earnings per share are computed by dividing net earnings available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net earnings per share is computed by dividing net earnings applicable to common stockholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. For the three and nine months ended June 30, 2024 and 2023, potentially dilutive common shares consist of the common shares issuable upon the exercise of common stock options and warrants (using the treasury stock method). Common stock equivalents are not included in the calculation of diluted net loss per share if their effect would be anti-dilutive. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact. The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Options to purchase common stock 124,286 124,286 124,286 167,143 Warrants to purchase common stock 8,017,279 - 8,017,279 - Potentially dilutive security 8,141,565 124,286 8,141,565 167,143 |
Reclassification | Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications have no effect on the previously reported financial position, results of operations and cash flows. |
Merger | Merger Old Nukk completed a Business Combination with Brilliant on December 22, 2023. All references in these condensed consolidated financial statements to shares and corresponding capital amounts and losses per share, prior to the reverse recapitalization, have been retroactively restated based on shares reflecting the exchange ratio of 36.44532 established in the Business Combination. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40), to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The adoption of ASU 2020-06 is not expected to have a material effect on the Company’s condensed consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This guidance is intended to enhance the transparency and decision-usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the U.S. and in foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively. Early adoption is permitted. The company is currently evaluating this guidance to determine the impact it may have on its condensed consolidated financial statements disclosures. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Cash Balances by Geographic Area | As of June 30, 2024 and September 30, 2023, the Company’s cash balances by geographic area were as follows: Country: June 30, 2024 September 30, 2023 United States $ 1,773 28.9 % $ 7,675 39.7 % United Kingdom 4,087 66.6 % 11,469 59.4 % Republic of Lithuania 104 1.7 % - - Malta 174 2.8 % 174 0.9 % Total cash $ 6,138 100.0 % $ 19,318 100.0 % |
Schedule of Assets and Liabilities Carried at Fair Value Measured | The following table provides these assets and liabilities carried at fair value, measured as of June 30, 2024: Quoted Significant Other Significant Active Observable Unobservable Balance at (Level 1) (Level 2) (Level 3) 2024 Customer digital currency assets $ - $ 7,635 $ - $ 7,635 Customer digital currency liabilities $ - $ 7,635 $ - $ 7,635 |
Schedule of Carrying Value of Assets and Liabilities Recognized | As of June 30, 2024 and September 30, 2023, the carrying value of assets and liabilities recognized in the condensed consolidated balance sheets related to the Company’s interest in the non-consolidated VIE and the Company’s maximum exposure to loss relating to non-consolidated VIE were as follows: June 30, September 30, Cost method investment $ 391,217 $ 391,217 Due from affiliates - 95,274 Total VIE assets $ 391,217 $ 486,491 Maximum exposure to loss $ 391,217 $ 486,491 |
Schedule of Revenues are Disaggregated by Segment | In the following table, revenues are disaggregated by segment for the three and nine months ended June 30, 2024 and 2023: Three Months Ended Nine Months Ended Revenue Stream 2024 2023 2024 2023 General support services $ - $ 4,800,000 $ 4,800,000 $ 14,400,000 Financial services 175,214 412,056 877,362 1,822,388 Total revenues $ 175,214 $ 5,212,056 $ 5,677,362 $ 16,222,388 |
Schedule of Diluted Per Share | The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Options to purchase common stock 124,286 124,286 124,286 167,143 Warrants to purchase common stock 8,017,279 - 8,017,279 - Potentially dilutive security 8,141,565 124,286 8,141,565 167,143 |
Customer Assets and Liabiliti_2
Customer Assets and Liabilities (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Customer Assets and Liabilities [Abstract] | |
Schedule of Customers Cash and Digital Positions | The following table presents customers’ cash and digital positions: June 30, September 30, Customer custodial cash $ 532,634 $ 672,501 Customer digital currency assets 7,635 - Total customer assets $ 540,269 $ 672,501 Customer custodial cash liabilities $ 882,578 $ 1,443,011 Customer digital currency liabilities 7,635 - Total customer liabilities $ 890,213 $ 1,443,011 |
Schedule of Fair Market Value of Customer Digital Currency Assets | The following table sets forth the fair market value of customer digital currency assets, as shown in the condensed consolidated balance sheets, as customer digital currency assets and customer digital currency liabilities, as of June 30, 2024 and September 30, 2023: June 30, 2024 September 30, 2023 Fair Value Percentage of Total Fair Value Percentage of Total Stablecoin/USD Coin $ 6,066 79.4 % $ - - Ethereum 1,569 20.6 % - - Total customer digital currency assets $ 7,635 100.0 % $ - - |
Digital Assets (Tables)
Digital Assets (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Digital Assets [Abstract] | |
Schedule of Digital Asset | The following table summarizes the Company’s digital asset holdings as of June 30, 2024: Asset Estimated Useful Life Cost Impairment Digital Assets Bitcoin Indefinite $ 1,523 $ - $ 1,523 Ethereum Indefinite 732 - 732 Stablecoin/USD Coin Indefinite 3,024 - 3,024 Other Indefinite 627 - 627 Total $ 5,906 $ - $ 5,906 The following table summarizes the Company’s digital asset holdings as of September 30, 2023: Asset Estimated Useful Life Cost Impairment Digital Assets Bitcoin Indefinite $ 894 $ - $ 894 Ethereum Indefinite 709 - 709 Stablecoin/USD Coin Indefinite 284 - 284 Other Indefinite 86 - 86 Total $ 1,973 $ - $ 1,973 |
Convertible Promissory Note P_2
Convertible Promissory Note Payable, Net (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Convertible Promissory Note Payable, Net [Abstract] | |
Schedule of Convertible Promissory Note Payable | At June 30, 2024, convertible promissory note payable consisted of the following: June 30, Principal amount $ 375,000 Less: unamortized debt discount (345,486 ) Convertible promissory note payable, net $ 29,514 |
Promissory Note Payable, Net (T
Promissory Note Payable, Net (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Promissory Note Payable, Net [Abstract] | |
Schedule of Promissory Note Payable | At June 30, 2024, promissory note payable consisted of the following: June 30, Principal amount $ 78,000 Less: unamortized debt discount (34,003 ) Promissory note payable, net $ 43,997 |
Accrued Liabilities and Other_2
Accrued Liabilities and Other Payables (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Accrued Liabilities and Other Payables [Abstract] | |
Schedule of Accrued Liabilities and Other Payables | At June 30, 2024 and September 30, 2023, accrued liabilities and other payables consisted of the following: June 30, September 30, Unearned revenue $ 157,276 $ 151,617 Interest payable 3,392 - Interest payable – related parties 10,942 - Others 25,697 18,255 Total $ 197,307 $ 169,872 |
Share Capital (Tables)
Share Capital (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Share Capital [Abstract] | |
Schedule of Common Stock Issuable Upon Exercise of Options Outstanding | The following table summarizes the shares of the Company’s common stock issuable upon exercise of options outstanding at June 30, 2024 Options Outstanding Options Exercisable Range of Number Weighted Average Weighted Number Weighted $ 3.15 – 15.75 95,715 2.51 $ 4.44 64,286 $ 4.51 87.50 28,571 2.22 87.50 28,571 87.50 $ 3.15 – 87.50 124,286 2.44 $ 23.53 92,857 $ 30.05 |
Schedule of Stock Option Activities | Stock option activities for the nine months ended June 30, 2024 were as follows: Number of Weighted Outstanding at September 30, 2023 124,286 $ 23.53 Granted - - Outstanding at June 30, 2024 124,286 $ 23.53 Options exercisable at June 30, 2024 92,857 $ 30.05 Options expected to vest 31,429 $ 4.30 |
Schedule of Nonvested Stock Options Granted | A summary of the status of the Company’s nonvested stock options granted as of June 30, 2024 and changes during the nine months ended June 30, 2024 is presented below: Number of Weighted Nonvested at September 30, 2023 34,286 $ 5.25 Vested (2,857 ) (15.75 ) Nonvested at June 30, 2024 31,429 $ 4.30 |
Schedule of Stock Warrant Activities | Stock warrant activities during the period from Closing Date to June 30, 2024 were as follows: Number of Weighted Outstanding at Closing Date 6,701,000 $ 11.50 Granted 1,316,279 0.30 Outstanding and exercisable at June 30, 2024 8,017,279 $ 9.66 |
Schedule of Common Stock Issuable Upon Exercise of Warrants Outstanding | The following table summarizes the shares of the Company’s common stock issuable upon exercise of warrants outstanding at June 30, 2024 Warrants Outstanding Warrants Exercisable Range of Exercise Price Number Outstanding at June 30, 2024 Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable at June 30, 2024 Weighted Average Exercise $ 11.50 6,701,000 4.49 $ 11.50 6,701,000 $ 11.50 0.25 – 0.86 1,316,279 4.76 0.30 1,316,279 0.30 0.25 – 11.50 8,017,279 4.54 $ 9.66 8,017,279 $ 9.66 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Schedule of General Support Services Provided to the Related Party | During the three and nine months ended June 30, 2024 and 2023, general support services provided to the related party, which was recorded as revenue – general support services - related party on the accompanying condensed consolidated statements of operations and comprehensive loss were as follows : Three Months Ended Nine Months Ended 2024 2023 2024 2023 Service provided to: TCM $ - $ 4,800,000 $ 4,800,000 $ 14,400,000 $ - $ 4,800,000 $ 4,800,000 $ 14,400,000 During the three and nine months ended June 30, 2024 and 2023, services received from the related party, which was recorded as cost of revenue – general support services - related party on the accompanying condensed consolidated statements of operations and comprehensive loss were as follows: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Service received from: FXDIRECT $ - $ 4,675,000 $ 4,650,000 $ 14,125,000 $ - $ 4,675,000 $ 4,650,000 $ 14,125,000 |
Schedule of Due From Affiliates | At June 30, 2024 and September 30, 2023, due from affiliates consisted of the following: June 30, September 30, Jacobi $ - $ 95,274 FXDD Mauritius (1) 6,001 1,500 TCM 12,502 1,942,500 Total $ 18,503 $ 2,039,274 (1) FXDD Mauritius is controlled by Emil Assentato, the Company’s former chief executive officer and chairman. |
Schedule of Due to Affiliates | At June 30, 2024 and September 30, 2023, due to affiliates consisted of the following: June 30, September 30, Forexware LLC (1) $ 1,207,201 $ 1,211,778 FXDIRECT (2) 6,209,179 5,064,428 Currency Mountain Holdings Bermuda, Limited (“CMH”) 42,000 42,000 FXDD Trading (1) 411,585 396,793 Markets Direct Payments (1) 2,404 2,317 Match Fintech Limited (3) 48,920 91,433 Craig Vallis 4,005 - Jamal Khurshid (4) 18,895 - Total $ 7,944,189 $ 6,808,749 (1) Forexware LLC, FXDD Trading, and Markets Direct Payments are controlled by Emil Assentato, the Company’s former chief executive officer and chairman. (2) The partial outstanding amount of $2,727,061 due to FXDIRECT was converted into 757,678 shares of common stock of the Company in December 2023 (See Note 10 – Common shares issued for related party debts conversion). (3) Match Fintech Limited is controlled by affiliates of the Company. (4) Jamal Khurshid is the Company’s former chief executive officer and director. |
Schedule of Activity Recorded for the Line of Credit | In the nine months ended June 30, 2024, activity recorded for the Line of Credit is summarized in the following table: Outstanding principal under the Line of Credit at September 30, 2023 $ 127,820 Repayment of Line of Credit (127,820 ) Outstanding principal under the Line of Credit at June 30, 2024 $ - |
Concentrations (Tables)
Concentrations (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Concentrations [Abstract] | |
Schedule of Customer Revenues | The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues for the three and nine months ended June 30, 2024 and 2023. Three Months Ended Nine Months Ended Customer 2024 2023 2024 2023 A – related party * 92.1 % 84.5 % 88.8 % B 37.2 % * * * C 10.1 % * * * * Less than 10% Three Months Ended Nine Months Ended Supplier 2024 2023 2024 2023 A – related party * 87.1 % 95.0 % 86.7 % B 48.9 % * * * C 20.3 % * * * * Less than 10% |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Segment Information [Abstract] | |
Schedule of Reportable Business Segments | Information with respect to these reportable business segments for the three and nine months ended June 30, 2024 and 2023 was as follows: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Revenues General support services $ - $ 4,800,000 $ 4,800,000 $ 14,400,000 Financial services 175,214 412,056 877,362 1,822,388 Total 175,214 5,212,056 5,677,362 16,222,388 Costs of revenues General support services - 4,675,000 4,650,000 14,125,000 Financial services 49,738 695,074 246,625 2,162,317 Total 49,738 5,370,074 4,896,625 16,287,317 Gross profit (loss) General support services - 125,000 150,000 275,000 Financial services 125,476 (283,018 ) 630,737 (339,929 ) Total 125,476 (158,018 ) 780,737 (64,929 ) Operating expenses Financial services 487,750 558,228 1,482,560 1,595,955 Corporate/Other 1,029,373 496,555 12,056,902 1,494,776 Total 1,517,123 1,054,783 13,539,462 3,090,731 Other income (expense) Financial services 4,230 3,057 29,683 6,345 Corporate/Other (228,824 ) - (244,711 ) - Total (224,594 ) 3,057 (215,028 ) 6,345 Net income (loss) General support services - 125,000 150,000 275,000 Financial services (358,044 ) (838,189 ) (822,140 ) (1,929,539 ) Corporate/Other (1,258,197 ) (496,555 ) (12,301,613 ) (1,494,776 ) Total (1,616,241 ) (1,209,744 ) (12,973,753 ) (3,149,315 ) Amortization Financial services 3,432 591,955 10,364 1,775,865 Corporate/Other - 937 - 2,810 Total $ 3,432 $ 592,892 $ 10,364 $ 1,778,675 Total assets at June 30, 2024 and September 30, 2023 June 30, September 30, Financial services $ 624,757 $ 1,004,708 Corporate/Other 495,368 2,347,917 Total $ 1,120,125 $ 3,352,625 |
The Company History and Natur_2
The Company History and Nature of the Business (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||
May 01, 2023 | Dec. 30, 2021 | Oct. 20, 2021 | Jun. 28, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Sep. 30, 2023 | |
The Company History and Nature of the Business [Line Items] | |||||||||||||
Acquired shares (in Shares) | 255,000,000 | ||||||||||||
Acquire to issued and outstanding percentage | 51% | ||||||||||||
Ordinary shares issued (in Shares) | 14,802,414 | 14,802,414 | 10,074,657 | ||||||||||
Exchange of additional shares, percentage | 4.545% | ||||||||||||
Cash | $ 6,138 | $ 142,341 | $ 6,138 | $ 142,341 | $ 19,318 | ||||||||
Working capital deficit | 11,421,000 | 11,421,000 | |||||||||||
Net loss | $ (1,616,241) | $ (2,429,417) | $ (8,928,095) | $ (1,209,744) | $ (805,649) | $ (1,133,922) | (12,973,753) | (3,149,315) | |||||
Negative cash used in operating activities | $ (2,619,117) | $ (626,716) | |||||||||||
Mountain Malta LLC [Member] | Max Q Investments LLC [Member] | |||||||||||||
The Company History and Nature of the Business [Line Items] | |||||||||||||
Ownership percentage | 79% | 79% | |||||||||||
Liquidity [Member] | |||||||||||||
The Company History and Nature of the Business [Line Items] | |||||||||||||
Cash | $ 6,000 | $ 6,000 | $ 19,000 | ||||||||||
General Services Agreement [Member] | Triton Capital Market Ltd [Member] | |||||||||||||
The Company History and Nature of the Business [Line Items] | |||||||||||||
Payment receivable | 1,600,000 | ||||||||||||
General Services Agreement [Member] | Triton Capital Markets Ltd. [Member] | |||||||||||||
The Company History and Nature of the Business [Line Items] | |||||||||||||
Related party transaction | $ 1,575,000 | ||||||||||||
General Services Agreement [Member] | Triton Capital Markets Ltd. [Member] | Maximum [Member] | |||||||||||||
The Company History and Nature of the Business [Line Items] | |||||||||||||
Related party transaction | $ 1,575,000 | ||||||||||||
General Services Agreement [Member] | Triton Capital Markets Ltd. [Member] | Minimum [Member] | |||||||||||||
The Company History and Nature of the Business [Line Items] | |||||||||||||
Related party transaction | $ 1,550,000 | ||||||||||||
Jacobi Transaction [Member] | |||||||||||||
The Company History and Nature of the Business [Line Items] | |||||||||||||
Acquire to issued and outstanding percentage | 5% | ||||||||||||
Consideration shares of common stock (in Shares) | 548,767 | ||||||||||||
Digiclear Agreement [Member] | |||||||||||||
The Company History and Nature of the Business [Line Items] | |||||||||||||
Additional investment | $ 1,000,000 | ||||||||||||
Jacobi Asset Management Holdings Limited [Member] | Jamal Khurshid [Member] | |||||||||||||
The Company History and Nature of the Business [Line Items] | |||||||||||||
Investment ownership percentage | 40% | 40% | |||||||||||
Jacobi Asset Management Holdings Limited [Member] | Nicholas Gregory [Member] | |||||||||||||
The Company History and Nature of the Business [Line Items] | |||||||||||||
Percentage of original shareholders | 10% | 10% | |||||||||||
Common Stock [Member] | Digiclear Transaction [Member] | |||||||||||||
The Company History and Nature of the Business [Line Items] | |||||||||||||
Shares of common stock (in Shares) | 415,733 | ||||||||||||
Common stock value | $ 5,000,000 | ||||||||||||
Common Stock [Member] | Digiclear Agreement [Member] | |||||||||||||
The Company History and Nature of the Business [Line Items] | |||||||||||||
Ordinary shares issued (in Shares) | 5,400,000 | ||||||||||||
Ordinary shares outstanding (in Shares) | 5,400,000 |
Basis of Presentation and Pri_2
Basis of Presentation and Principles of Consolidation (Details) | 9 Months Ended |
Jun. 30, 2024 | |
Basis of Presentation and Principles of Consolidation [Abstract] | |
Shares reflecting exchange ratio | 36.44532 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Line Items] | |||||
Federally-insured limits | $ 250,000 | $ 250,000 | |||
Insurance limit value | 250,000 | 250,000 | |||
Accounts written off amount | 657,000 | ||||
Other current assets | $ 135,631 | $ 135,631 | $ 32,522 | ||
Estimated useful life | 3 years | 3 years | |||
Services cost percentage | 2% | ||||
Advertising and marketing costs | $ 2,355 | $ 1,670 | $ 43,941 | $ 51,087 | |
Foreign currency translation, description | Asset and liability accounts at June 30, 2024 and September 30, 2023 were translated at 0.7904 GBP and 0.8199 GBP to $1.00, respectively, which were the exchange rates on the balance sheet dates. Asset and liability accounts at June 30, 2024 and September 30, 2023 were translated at 0.9329 EUR and 0.9446 EUR to $1.00, respectively, which were the exchange rates on the balance sheet dates. Asset and liability accounts at June 30, 2024 and September 30, 2023 were translated at 1.3694 CAD and 1.3591 CAD to $1.00, which was the exchange rate on the balance sheet date. Equity accounts were stated at their historical rates. The average translation rate applied to the statement of operations for the nine months ended June 30, 2024 and 2023 was 0.7955 GBP and 0.8249 GBP to $1.00, respectively. The average translation rate applied to the statement of operations for the nine months ended June 30, 2024 and 2023 was 0.9261 EUR and 0.9429 EUR to $1.00. The average translation rate applied to the statement of operations for the nine months ended June 30, 2024 and for the period from February 18, 2023 through June 30, 2023 was 1.3597 CAD and 1.3516 CAD to $1.00. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. | ||||
Shares reflecting exchange ratio | 36.44532 | ||||
Related Party [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Allowance for doubtful account | $ 0 | $ 0 | $ 637,072 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Cash Balances by Geographic Area - USD ($) | 9 Months Ended | ||
Jun. 30, 2024 | Sep. 30, 2023 | Jun. 30, 2023 | |
Schedule of Cash Balances by Geographic Area [Line Items] | |||
Total cash | $ 6,138 | $ 19,318 | $ 142,341 |
Cash percentage | 100% | 100% | |
United States [Member] | |||
Schedule of Cash Balances by Geographic Area [Line Items] | |||
Total cash | $ 1,773 | $ 7,675 | |
Cash percentage | 28.90% | 39.70% | |
United Kingdom [Member] | |||
Schedule of Cash Balances by Geographic Area [Line Items] | |||
Total cash | $ 4,087 | $ 11,469 | |
Cash percentage | 66.60% | 59.40% | |
Republic of Lithuania [Member] | |||
Schedule of Cash Balances by Geographic Area [Line Items] | |||
Total cash | $ 104 | ||
Cash percentage | 1.70% | ||
Malta [Member] | |||
Schedule of Cash Balances by Geographic Area [Line Items] | |||
Total cash | $ 174 | $ 174 | |
Cash percentage | 2.80% | 0.90% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Assets and Liabilities Carried at Fair Value Measured - USD ($) | Dec. 03, 2024 | Dec. 02, 2024 | Jun. 30, 2024 | Mar. 01, 2024 | Sep. 30, 2023 |
Schedule of Assets and Liabilities Carried at Fair Value Measured [Line Items] | |||||
Customer digital currency assets | $ 7,635 | ||||
Customer digital currency liabilities | $ 7,635 | ||||
Quoted Price in Active Markets (Level 1) [Member] | |||||
Schedule of Assets and Liabilities Carried at Fair Value Measured [Line Items] | |||||
Customer digital currency assets | |||||
Customer digital currency liabilities | |||||
Significant Other Observable Inputs (Level 2) [Member] | |||||
Schedule of Assets and Liabilities Carried at Fair Value Measured [Line Items] | |||||
Customer digital currency assets | $ 7,635 | ||||
Customer digital currency liabilities | $ 7,635 | ||||
Significant Unobservable Inputs (Level 3) [Member] | |||||
Schedule of Assets and Liabilities Carried at Fair Value Measured [Line Items] | |||||
Customer digital currency assets | |||||
Customer digital currency liabilities |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Carrying Value of Assets and Liabilities Recognized - VIE [Member] - USD ($) | Jun. 30, 2024 | Sep. 30, 2023 |
Schedule of Carrying Value of Assets and Liabilities Recognized [Line Items] | ||
Cost method investment | $ 391,217 | $ 391,217 |
Due from affiliates | 95,274 | |
Total VIE assets | 391,217 | 486,491 |
Maximum exposure to loss | $ 391,217 | $ 486,491 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of Revenues are Disaggregated by Segment - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule of Revenues Are Disaggregated By Segment [Line Items] | ||||
Total revenues | $ 175,214 | $ 5,212,056 | $ 5,677,362 | $ 16,222,388 |
General support services [Member] | ||||
Schedule of Revenues Are Disaggregated By Segment [Line Items] | ||||
Total revenues | 4,800,000 | 4,800,000 | 14,400,000 | |
Financial services [Member] | ||||
Schedule of Revenues Are Disaggregated By Segment [Line Items] | ||||
Total revenues | $ 175,214 | $ 412,056 | $ 877,362 | $ 1,822,388 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of Diluted Per Share - shares | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule of Diluted Per Share [Line Items] | ||||
Potentially dilutive securities | 8,141,565 | 124,286 | 8,141,565 | 167,143 |
Options to purchase common stock [Member] | ||||
Schedule of Diluted Per Share [Line Items] | ||||
Potentially dilutive securities | 124,286 | 124,286 | 124,286 | 167,143 |
Warrants to purchase common stock [Member] | ||||
Schedule of Diluted Per Share [Line Items] | ||||
Potentially dilutive securities | 8,017,279 | 8,017,279 |
Customer Assets and Liabiliti_3
Customer Assets and Liabilities (Details) - Schedule of Customers Cash and Digital Positions - USD ($) | Jun. 30, 2024 | Sep. 30, 2023 |
Schedule of Customers Cash and Digital Positions [Abstract] | ||
Customer custodial cash | $ 532,634 | $ 672,501 |
Customer digital currency assets | 7,635 | |
Total customer assets | 540,269 | 672,501 |
Customer custodial cash liabilities | 882,578 | 1,443,011 |
Customer digital currency liabilities | 7,635 | |
Total customer liabilities | $ 890,213 | $ 1,443,011 |
Customer Assets and Liabiliti_4
Customer Assets and Liabilities (Details) - Schedule of Fair Market Value of Customer Digital Currency Assets - USD ($) | Jun. 30, 2024 | Sep. 30, 2023 |
Schedule of Fair Market Value of Customer Digital Currency Assets [Line Items] | ||
Fair Value | $ 7,635 | |
Percentage of Total | 100% | |
Stablecoin/USD Coin [Member] | ||
Schedule of Fair Market Value of Customer Digital Currency Assets [Line Items] | ||
Fair Value | $ 6,066 | |
Percentage of Total | 79.40% | |
Ethereum [Member] | ||
Schedule of Fair Market Value of Customer Digital Currency Assets [Line Items] | ||
Fair Value | $ 1,569 | |
Percentage of Total | 20.60% |
Digital Assets (Details)
Digital Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Sep. 30, 2023 | |
Digital Assets [Abstract] | |||||
Impairment expense | $ 0 | $ 122 | $ 7,865 |
Digital Assets (Details) - Sche
Digital Assets (Details) - Schedule of Digital Asset - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Sep. 30, 2023 | |
Schedule of Digital Asset [Line Items] | |||||
Cost | $ 5,906 | $ 5,906 | $ 1,973 | ||
Impairment | 0 | $ 122 | $ 7,865 | ||
Digital Assets, net | 5,906 | $ 5,906 | $ 1,973 | ||
Bitcoin [Member] | |||||
Schedule of Digital Asset [Line Items] | |||||
Estimated Useful Life | Indefinite | Indefinite | |||
Cost | 1,523 | $ 1,523 | $ 894 | ||
Impairment | |||||
Digital Assets, net | 1,523 | $ 1,523 | $ 894 | ||
Ethereum [Member] | |||||
Schedule of Digital Asset [Line Items] | |||||
Estimated Useful Life | Indefinite | Indefinite | |||
Cost | 732 | $ 732 | $ 709 | ||
Impairment | |||||
Digital Assets, net | 732 | $ 732 | $ 709 | ||
Stablecoin/USD Coin [Member] | |||||
Schedule of Digital Asset [Line Items] | |||||
Estimated Useful Life | Indefinite | Indefinite | |||
Cost | 3,024 | $ 3,024 | $ 284 | ||
Impairment | |||||
Digital Assets, net | 3,024 | $ 3,024 | $ 284 | ||
Other [Member] | |||||
Schedule of Digital Asset [Line Items] | |||||
Estimated Useful Life | Indefinite | Indefinite | |||
Cost | 627 | $ 627 | $ 86 | ||
Impairment | |||||
Digital Assets, net | $ 627 | $ 627 | $ 86 |
Loan Payable (Details)
Loan Payable (Details) - Third Party [Member] | Nov. 30, 2023 USD ($) |
Loan Payable [Line Items] | |
Borrowed loan | $ 50,000 |
Loan bears interest | 0% |
Convertible Promissory Note P_3
Convertible Promissory Note Payable, Net (Details) | 3 Months Ended | 9 Months Ended | ||||||
Jun. 18, 2024 USD ($) $ / shares | Jun. 17, 2024 USD ($) $ / shares | Jun. 11, 2024 USD ($) $ / shares shares | Jun. 30, 2024 USD ($) shares | Jun. 30, 2024 USD ($) shares | Jun. 30, 2023 USD ($) | Sep. 30, 2023 shares | Sep. 18, 2023 USD ($) | |
Convertible Promissory Note Payable, Net [Line Items] | ||||||||
Principal amount | $ 405,676 | $ 405,676 | $ 270,000 | |||||
Debt discount | $ 345,486 | $ 345,486 | ||||||
Share of common stock (in Shares) | shares | 14,802,414 | 14,802,414 | 10,074,657 | |||||
Consideration of convertible promissory note | $ 500,000 | |||||||
Consideration of cash proceeds | $ 300,000 | |||||||
Amortization of debt discount and interest expense | $ 29,514 | $ 2,332 | ||||||
X Group a Stock Purchase Warrant [Member] | ||||||||
Convertible Promissory Note Payable, Net [Line Items] | ||||||||
Principal amount | $ 31,250 | $ 31,250 | ||||||
Bears interest | 12% | 12% | ||||||
Share of common stock (in Shares) | shares | 1,200,000 | |||||||
Warrant exercise price (in Dollars per share) | $ / shares | $ 0.25 | |||||||
Warrant term | 5 years | |||||||
Senior Unsecured Promissory Note [Member] | ||||||||
Convertible Promissory Note Payable, Net [Line Items] | ||||||||
Principal amount | $ 312,500 | |||||||
Cash proceeds from principal amount | 250,000 | |||||||
Debt discount | $ 62,500 | |||||||
Bears interest | 12% | |||||||
Convertible Promissory Note [Member] | ||||||||
Convertible Promissory Note Payable, Net [Line Items] | ||||||||
Debt discount | $ 62,500 | $ 312,500 | ||||||
Bears interest | 12% | |||||||
Conversion price per share (in Dollars per share) | $ / shares | $ 0.25 | |||||||
Notes term | 2 years | |||||||
Beneficial conversion feature | $ 12,491 | |||||||
Convertible Promissory Note [Member] | X Group a Stock Purchase Warrant [Member] | ||||||||
Convertible Promissory Note Payable, Net [Line Items] | ||||||||
Debt discount | $ 6,250 | $ 6,250 | ||||||
Conversion price per share (in Dollars per share) | $ / shares | $ 0.25 | $ 0.25 | $ 0.25 | |||||
Beneficial conversion feature | $ 25,000 | $ 25,000 | ||||||
Consideration of cash proceeds | $ 25,000 | $ 25,000 | ||||||
Volatility [Member] | ||||||||
Convertible Promissory Note Payable, Net [Line Items] | ||||||||
Assumptions fair value of warrants issued | 182.23 | |||||||
Risk-free rate [Member] | ||||||||
Convertible Promissory Note Payable, Net [Line Items] | ||||||||
Assumptions fair value of warrants issued | 4.41 | |||||||
Dividend yield [Member] | ||||||||
Convertible Promissory Note Payable, Net [Line Items] | ||||||||
Assumptions fair value of warrants issued | 0 | |||||||
Expected life [Member] | ||||||||
Convertible Promissory Note Payable, Net [Line Items] | ||||||||
Assumptions fair value of warrants issued | 5 |
Convertible Promissory Note P_4
Convertible Promissory Note Payable, Net (Details) - Schedule of Convertible Promissory Note Payable | Jun. 30, 2024 USD ($) |
Schedule of Convertible Promissory Note Payable [Abstract] | |
Principal amount | $ 375,000 |
Less: unamortized debt discount | (345,486) |
Convertible promissory note payable, net | $ 29,514 |
Promissory Note Payable, Net (D
Promissory Note Payable, Net (Details) - Promissory Note Payable [Member] | 3 Months Ended | 9 Months Ended | |
Apr. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2024 USD ($) shares | Jun. 30, 2024 USD ($) shares | |
Promissory Note Payable, Net [Line Items] | |||
Debt instrument issued principal | $ 78,000 | ||
Cash proceeds | $ 78,000 | ||
Warrant exercise price (in Dollars per share) | $ / shares | $ 0.86 | ||
Loan bears interest | 8% | ||
Adjustment additional paid in capital wa | $ 40,804 | ||
Amortization of debt discount | $ 6,801 | 6,801 | |
Interest expense | $ 1,060 | $ 1,060 | |
Common Stock [Member] | |||
Promissory Note Payable, Net [Line Items] | |||
Stock purchase warrant (in Shares) | shares | 116,279 | 116,279 | |
Common Stock [Member] | Warrant [Member] | |||
Promissory Note Payable, Net [Line Items] | |||
Purchase of warrants (in Shares) | shares | 116,279 | ||
Volatility [Member] | |||
Promissory Note Payable, Net [Line Items] | |||
Assumptions of fair values of warrants issued | 174.03 | 174.03 | |
Risk free rate [Member] | |||
Promissory Note Payable, Net [Line Items] | |||
Assumptions of fair values of warrants issued | 4.87 | 4.87 | |
Dividend Yield [Member] | |||
Promissory Note Payable, Net [Line Items] | |||
Assumptions of fair values of warrants issued | 0 | 0 | |
Measurement Input, Expected Term [Member] | |||
Promissory Note Payable, Net [Line Items] | |||
Assumptions of fair values of warrants issued | 3 | 3 |
Promissory Note Payable, Net _2
Promissory Note Payable, Net (Details) - Schedule of Promissory Note Payable - Promissory Note Payable [Member] | Jun. 30, 2024 USD ($) |
Short-Term Debt [Line Items] | |
Principal amount | $ 78,000 |
Less: unamortized debt discount | (34,003) |
Promissory note payable, net | $ 43,997 |
Accrued Liabilities and Other_3
Accrued Liabilities and Other Payables (Details) - Schedule of Accrued Liabilities and Other Payables - USD ($) | Jun. 30, 2024 | Sep. 30, 2023 |
Schedule of Accrued Liabilities and Other Payables [Line Items] | ||
Unearned revenue | $ 157,276 | $ 151,617 |
Interest payable | 3,392 | |
Others | 25,697 | 18,255 |
Total | 197,307 | 169,872 |
Related Party [Member] | ||
Schedule of Accrued Liabilities and Other Payables [Line Items] | ||
Interest payable | $ 10,942 |
Share Capital (Details)
Share Capital (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Dec. 22, 2023 | Dec. 19, 2023 | May 31, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Sep. 30, 2023 | |
Share Capital [Line Items] | ||||||||||
Shares valued | $ 750,000 | $ 2,015,601 | ||||||||
Stock-based compensation expense | $ 224,002 | $ 296,210 | ||||||||
Settlement amount | 37,284 | |||||||||
Shares issued | $ 1,480 | 1,480 | $ 1,007 | |||||||
Fair value | 463,716 | 463,716 | ||||||||
Accrued liabilities settled in shares | 324,601 | |||||||||
Excess fair value | 139,115 | |||||||||
Aggregate intrinsic value of stock options outstanding | 0 | 0 | ||||||||
Warrant [Member] | ||||||||||
Share Capital [Line Items] | ||||||||||
Shares of business combination (in Shares) | 6,701,000 | |||||||||
Aggregate intrinsic value | 166,000 | 166,000 | ||||||||
FXDIRECT [Member] | ||||||||||
Share Capital [Line Items] | ||||||||||
Outstanding amount | $ 2,727,061 | |||||||||
Amount of debt conversion of distribution transaction | 3,900,255 | |||||||||
Emil Assentato [Member] | ||||||||||
Share Capital [Line Items] | ||||||||||
Outstanding amount | 270,563 | |||||||||
Amount of debt conversion of distribution transaction | 342,847 | |||||||||
Business Combination [Member] | Warrant [Member] | ||||||||||
Share Capital [Line Items] | ||||||||||
Shares of business combination (in Shares) | 6,701,000 | |||||||||
Equity Option [Member] | ||||||||||
Share Capital [Line Items] | ||||||||||
Stock-based compensation expense | 74,667 | $ 74,667 | ||||||||
Settlement Agreement [Member] | ||||||||||
Share Capital [Line Items] | ||||||||||
Settlement amount | $ 324,601 | |||||||||
Shares issued | 40,000 | 40,000 | ||||||||
Fair value | 37,284 | $ 37,284 | ||||||||
Common Stock [Member] | ||||||||||
Share Capital [Line Items] | ||||||||||
Shares of its common stock for services rendered (in Shares) | 627,997 | |||||||||
Shares valued | $ 2,765,601 | |||||||||
Stock-based compensation expense | 2,765,601 | |||||||||
Shares issued | $ 660,000 | |||||||||
Common Stock [Member] | FXDIRECT [Member] | ||||||||||
Share Capital [Line Items] | ||||||||||
Outstanding amount | $ 2,727,061 | |||||||||
Outstanding amount converted into shares (in Shares) | 757,678 | |||||||||
Common Stock [Member] | Emil Assentato [Member] | ||||||||||
Share Capital [Line Items] | ||||||||||
Outstanding amount | $ 270,000 | |||||||||
Outstanding amount converted into shares (in Shares) | 70,129 | |||||||||
Unpaid interest | $ 563 | |||||||||
Common Stock [Member] | Settlement Agreement [Member] | ||||||||||
Share Capital [Line Items] | ||||||||||
Shares issued | $ 660,000 | $ 660,000 |
Share Capital (Details) - Sched
Share Capital (Details) - Schedule of Common Stock Issuable Upon Exercise of Options Outstanding - Stock Option [Member] | 9 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Range of Exercise Price 3.15 – 15.75 [Member] | |
Schedule of Common Stock Issuable Upon Exercise of Options Outstanding [Line Items] | |
Options Outstanding, Number Outstanding at June 30, 2024 (in Shares) | shares | 95,715 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 2 years 6 months 3 days |
Options Outstanding, Weighted Average Exercise Price | $ 4.44 |
Options Exercisable, Number Exercisable at June 30, 2024 (in Shares) | shares | 64,286 |
Options Exercisable, Weighted Average Exercise Price | $ 4.51 |
Range of Exercise Price 3.15 – 15.75 [Member] | Minimum [Member] | |
Schedule of Common Stock Issuable Upon Exercise of Options Outstanding [Line Items] | |
Range of Exercise Low Price | 3.15 |
Range of Exercise Price 3.15 – 15.75 [Member] | Maximum [Member] | |
Schedule of Common Stock Issuable Upon Exercise of Options Outstanding [Line Items] | |
Range of Exercise High Price | 15.75 |
Range of Exercise Price 87.50 [Member] | |
Schedule of Common Stock Issuable Upon Exercise of Options Outstanding [Line Items] | |
Range of Exercise High Price | $ 87.5 |
Options Outstanding, Number Outstanding at June 30, 2024 (in Shares) | shares | 28,571 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 2 years 2 months 19 days |
Options Outstanding, Weighted Average Exercise Price | $ 87.5 |
Options Exercisable, Number Exercisable at June 30, 2024 (in Shares) | shares | 28,571 |
Options Exercisable, Weighted Average Exercise Price | $ 87.5 |
Range of Exercise Price 3.15-87.50 [Member] | |
Schedule of Common Stock Issuable Upon Exercise of Options Outstanding [Line Items] | |
Options Outstanding, Number Outstanding at June 30, 2024 (in Shares) | shares | 124,286 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 2 years 5 months 8 days |
Options Outstanding, Weighted Average Exercise Price | $ 23.53 |
Options Exercisable, Number Exercisable at June 30, 2024 (in Shares) | shares | 92,857 |
Options Exercisable, Weighted Average Exercise Price | $ 30.05 |
Range of Exercise Price 3.15-87.50 [Member] | Minimum [Member] | |
Schedule of Common Stock Issuable Upon Exercise of Options Outstanding [Line Items] | |
Range of Exercise Low Price | 3.15 |
Range of Exercise Price 3.15-87.50 [Member] | Maximum [Member] | |
Schedule of Common Stock Issuable Upon Exercise of Options Outstanding [Line Items] | |
Range of Exercise High Price | $ 87.5 |
Share Capital (Details) - Sch_2
Share Capital (Details) - Schedule of Stock Option Activities | 9 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Schedule of Stock Option Activities [Abstract] | |
Number of Options, Outstanding beginning | shares | 124,286 |
Weighted Average Exercise Price, Outstanding beginning | $ / shares | $ 23.53 |
Number of Options, Granted | shares | |
Weighted Average Exercise Price, Granted | $ / shares | |
Number of Options, Outstanding ending | shares | 124,286 |
Weighted Average Exercise Price, Outstanding ending | $ / shares | $ 23.53 |
Number of Options, exercisable | shares | 92,857 |
Weighted Average Exercise Price, Options exercisable | $ / shares | $ 30.05 |
Number of Options, expected to vest | shares | 31,429 |
Weighted Average Exercise Price Options, expected to vest | $ / shares | $ 4.3 |
Share Capital (Details) - Sch_3
Share Capital (Details) - Schedule of Nonvested Stock Options Granted | 9 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Schedule of Nonvested Stock Options Granted [Abstract] | |
Number of Options, Nonvested beginning | shares | 34,286 |
Weighted Average Exercise Price, Nonvested beginning | $ / shares | $ 5.25 |
Number of Options, Vested | shares | (2,857) |
Weighted Average Exercise Price, Vested | $ / shares | $ (15.75) |
Number of Options, Nonvested ending | shares | 31,429 |
Weighted Average Exercise Price, Nonvested ending | $ / shares | $ 4.3 |
Share Capital (Details) - Sch_4
Share Capital (Details) - Schedule of Stock Warrant Activities - Stock Warrant Activities [Member] | 9 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Schedule of Stock Warrant Activities [Line Items] | |
Number of Options, Outstanding at Closing Date | shares | 6,701,000 |
Weighted Average Exercise Price outstanding, Outstanding at Closing Date | $ / shares | $ 11.5 |
Number of Options, Granted | shares | 1,316,279 |
Weighted Average Exercise Price, Granted | $ / shares | $ 0.3 |
Number of Options, Outstanding and exercisable | shares | 8,017,279 |
Weighted Average Exercise Price outstanding, Outstanding and exercisable | $ / shares | $ 9.66 |
Share Capital (Details) - Sch_5
Share Capital (Details) - Schedule of Common Stock Issuable Upon Exercise of Warrants Outstanding - Warrant [Member] | 9 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding, Number Outstanding (in Shares) | shares | 8,017,279 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 4 years 6 months 14 days |
Warrants Outstanding, Weighted Average Exercise Price | $ 9.66 |
Warrants Exercisable, Number Exercisable (in Shares) | shares | 8,017,279 |
Warrants Exercisable, Weighted Average Exercise Price | $ 9.66 |
Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding, Range of Exercise Price | 0.25 |
Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding, Range of Exercise Price | 11.5 |
Exercise Price One [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding, Range of Exercise Price | $ 11.5 |
Warrants Outstanding, Number Outstanding (in Shares) | shares | 6,701,000 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 4 years 5 months 26 days |
Warrants Outstanding, Weighted Average Exercise Price | $ 11.5 |
Warrants Exercisable, Number Exercisable (in Shares) | shares | 6,701,000 |
Warrants Exercisable, Weighted Average Exercise Price | $ 11.5 |
Exercise Price Two [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding, Number Outstanding (in Shares) | shares | 1,316,279 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 4 years 9 months 3 days |
Warrants Outstanding, Weighted Average Exercise Price | $ 0.3 |
Warrants Exercisable, Number Exercisable (in Shares) | shares | 1,316,279 |
Warrants Exercisable, Weighted Average Exercise Price | $ 0.3 |
Exercise Price Two [Member] | Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding, Range of Exercise Price | 0.25 |
Exercise Price Two [Member] | Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding, Range of Exercise Price | $ 0.86 |
Related Party Transactions (Det
Related Party Transactions (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||
Sep. 18, 2023 USD ($) | Aug. 15, 2023 USD ($) | Jul. 31, 2023 USD ($) | Jul. 19, 2023 USD ($) | Jan. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) shares | Jun. 30, 2024 USD ($) shares | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) shares | Jun. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | Mar. 12, 2024 USD ($) | Mar. 12, 2024 GBP (£) | Mar. 06, 2024 USD ($) | Nov. 24, 2023 USD ($) | Nov. 24, 2023 GBP (£) | Sep. 01, 2023 USD ($) | Mar. 01, 2023 USD ($) | Sep. 01, 2022 USD ($) | |
Related Party Transaction [Line Items] | |||||||||||||||||||
Professional fees | $ 1,109,315 | $ 571,761 | $ 6,009,832 | $ 1,815,200 | |||||||||||||||
Revenue from related parties | 175,214 | 5,212,056 | 5,677,362 | 16,222,388 | |||||||||||||||
Cost of revenue from related party | 49,738 | 5,370,074 | 4,896,625 | 16,287,317 | |||||||||||||||
Customer digital currency assets and liabilities | $ 499,000 | £ 395,000 | |||||||||||||||||
Principal amount | $ 270,000 | 405,676 | 405,676 | ||||||||||||||||
Cash proceeds | 1,901,629 | ||||||||||||||||||
Borrowed | $ 5,000 | £ 4,000 | |||||||||||||||||
Repaid amount | $ 50,000 | ||||||||||||||||||
Debt instrument due date | Sep. 18, 2026 | ||||||||||||||||||
Interest expense | 3,392 | 3,392 | |||||||||||||||||
Accrued interest payable | 3,392 | 3,392 | |||||||||||||||||
Interest payable – related party | $ 30,633 | $ 30,633 | 1,771 | ||||||||||||||||
Promissory Note [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Principal amount | $ 35,000 | ||||||||||||||||||
Note payable | $ 17,500 | $ 17,500 | |||||||||||||||||
Bears a fixed interest rate | 5% | 5% | |||||||||||||||||
July 2023 Loan [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Outstanding principal balance | $ 75,619 | ||||||||||||||||||
Cash proceeds | $ 75,619 | ||||||||||||||||||
Interest rate | 5% | ||||||||||||||||||
August 2023 Loan [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Principal amount | $ 25,000 | $ 25,000 | |||||||||||||||||
Outstanding principal balance | $ 75,000 | ||||||||||||||||||
Cash proceeds | $ 75,000 | ||||||||||||||||||
Interest rate | 5% | ||||||||||||||||||
September 2023 Loan [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Outstanding principal balance | $ 270,000 | ||||||||||||||||||
Cash proceeds | $ 270,000 | ||||||||||||||||||
Interest rate | 5% | ||||||||||||||||||
Emil Assentato and Max Q [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Cash proceeds | $ 1,167,500 | ||||||||||||||||||
Interest rate | 5% | ||||||||||||||||||
Accrued interest | $ 563 | ||||||||||||||||||
Aggregate principal | $ 1,167,500 | ||||||||||||||||||
Digital RFQ Ltd. [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Principal amount | 275,383 | $ 275,383 | |||||||||||||||||
Interest rate | 10% | ||||||||||||||||||
Line of Credit [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Line of credit | 1,000,000 | $ 1,000,000 | |||||||||||||||||
Line of credit bears interest at an annual rate | 8% | ||||||||||||||||||
Common stock shares issued (in Shares) | shares | 133,514 | ||||||||||||||||||
Line of credit written off | $ 10,000 | ||||||||||||||||||
Allowance for doubtful account | $ 0 | 0 | 10,199 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Amount are converted into shares (in Shares) | shares | 70,129 | ||||||||||||||||||
Common stock shares issued (in Shares) | shares | 700,000 | ||||||||||||||||||
ClearThink [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Business combination transaction amount | $ 210,000 | 210,000 | |||||||||||||||||
Related Party [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Unpaid interest for related parties | 23,901 | 41,671 | |||||||||||||||||
Accrued interest payable | 10,942 | 10,942 | |||||||||||||||||
FXDIRECT [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Cost of revenue from related party | 1,575,000 | ||||||||||||||||||
Amount are converted into shares (in Shares) | shares | 757,678 | ||||||||||||||||||
FXDIRECT [Member] | Maximum [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Cost of revenue from related party | 1,575,000 | ||||||||||||||||||
FXDIRECT [Member] | Minimum [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Cost of revenue from related party | 1,550,000 | ||||||||||||||||||
Digital RFQ Ltd. [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Revenue from related parties | 7,722 | 29,343 | 69,050 | 107,859 | |||||||||||||||
Customer digital currency assets and liabilities | 5,848 | 5,848 | 0 | ||||||||||||||||
Digital RFQ Ltd. [Member] | Line of Credit [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Line of credit | $ 1,000,000 | $ 500,000 | |||||||||||||||||
FXDirectDealer [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Converted amout issued | $ 2,727,061 | ||||||||||||||||||
Max Q Investments LLC [Member] | Promissory Note [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Principal amount | 1,167,500 | 1,167,500 | |||||||||||||||||
TCM [Member] | Related Party [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Revenue from related parties | 1,600,000 | ||||||||||||||||||
Related Party [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Allowance for doubtful account | 0 | $ 0 | 637,072 | ||||||||||||||||
Interest rate | 4% | ||||||||||||||||||
Interest expense | 23,901 | $ 41,671 | |||||||||||||||||
Unpaid interest for related parties | 41,575 | 1,771 | |||||||||||||||||
Accrued interest payable | 10,942 | 10,942 | $ 0 | ||||||||||||||||
Services Provided by Related Parties [Member] | Oliver Worsley [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Professional fees | 15,130 | 14,942 | 38,969 | 40,005 | |||||||||||||||
Services Provided by Related Parties [Member] | Craig Vallis [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Professional fees | 27,230 | $ 26,017 | 68,008 | $ 100,012 | |||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Professional fees | $ 38,243 | $ 38,243 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of General Support Services Provided to the Related Party - General Support Services [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Service provided to: | ||||
Service provided to related parties | $ 4,800,000 | $ 4,800,000 | $ 14,400,000 | |
Service received from: | ||||
Service received from related parties | 4,675,000 | 4,650,000 | 14,125,000 | |
TCM [Member] | ||||
Service provided to: | ||||
Service provided to related parties | 4,800,000 | 4,800,000 | 14,400,000 | |
FXDIRECT [Member] | ||||
Service received from: | ||||
Service received from related parties | $ 4,675,000 | $ 4,650,000 | $ 14,125,000 |
Related Party Transactions (D_3
Related Party Transactions (Details) - Schedule of Due From Affiliates - USD ($) | Jun. 30, 2024 | Sep. 30, 2023 | |
Related Party Transaction [Line Items] | |||
Due from related parties | $ 18,503 | $ 2,039,274 | |
Jacobi [Member] | |||
Related Party Transaction [Line Items] | |||
Due from related parties | 95,274 | ||
FXDD Mauritius [Member] | |||
Related Party Transaction [Line Items] | |||
Due from related parties | [1] | 6,001 | 1,500 |
TCM [Member] | |||
Related Party Transaction [Line Items] | |||
Due from related parties | $ 12,502 | $ 1,942,500 | |
[1]FXDD Mauritius is controlled by Emil Assentato, the Company’s former chief executive officer and chairman. |
Related Party Transactions (D_4
Related Party Transactions (Details) - Schedule of Due to Affiliates - USD ($) | Jun. 30, 2024 | Sep. 30, 2023 | |
Related Party Transaction [Line Items] | |||
Due to related parties | $ 7,944,189 | $ 6,808,749 | |
Forexware LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties | [1] | 1,207,201 | 1,211,778 |
FXDIRECT [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties | [2] | 6,209,179 | 5,064,428 |
Currency Mountain Holdings Bermuda, Limited (“CMH”) [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties | 42,000 | 42,000 | |
FXDD Trading [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties | [1] | 411,585 | 396,793 |
Markets Direct Payments [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties | [1] | 2,404 | 2,317 |
Match Fintech Limited [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties | [3] | 48,920 | 91,433 |
Craig Vallis [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties | 4,005 | ||
Jamal Khurshid [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties | [4] | $ 18,895 | |
[1] Forexware LLC, FXDD Trading, and Markets Direct Payments are controlled by Emil Assentato, the Company’s former chief executive officer and chairman. The partial outstanding amount of $2,727,061 due to FXDIRECT was converted into 757,678 shares of common stock of the Company in December 2023 (See Note 10 – Common shares issued for related party debts conversion). Match Fintech Limited is controlled by affiliates of the Company. Jamal Khurshid is the Company’s former chief executive officer and director. |
Related Party Transactions (D_5
Related Party Transactions (Details) - Schedule of Activity Recorded for the Line of Credit | 9 Months Ended |
Jun. 30, 2024 USD ($) | |
Schedule of Activity Recorded for the Line of Credit [Abstract] | |
Outstanding principal under the Line of Credit | $ 127,820 |
Repayment of Line of Credit | (127,820) |
Outstanding principal under the Line of Credit |
Concentrations (Details)
Concentrations (Details) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Sep. 30, 2023 | |
Customer Concentration Risk [Member] | Related Party Customer One [Member] | Accounts Receivable [Member] | ||
Concentrations [Line Items] | ||
Concentration risk, percentage | 87.90% | 95.20% |
Supplier Concentration Risk [Member] | Accounts Payable [Member] | Related Party Supplier Two [Member] | ||
Concentrations [Line Items] | ||
Concentration risk, percentage | 70.80% | 81.70% |
Concentrations (Details) - Sche
Concentrations (Details) - Schedule of Customer Revenues | 3 Months Ended | 9 Months Ended | ||||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |||||
Customer Concentration Risk [Member] | Customer A [Member] | Revenue Benchmark [Member] | ||||||||
Schedule of Customer Revenues [Line Items] | ||||||||
Related party | [1] | 92.10% | 84.50% | 88.80% | ||||
Customer Concentration Risk [Member] | Customer B [Member] | Revenue Benchmark [Member] | ||||||||
Schedule of Customer Revenues [Line Items] | ||||||||
Related party | 37.20% | [1] | [1] | [1] | ||||
Customer Concentration Risk [Member] | Customer C [Member] | Revenue Benchmark [Member] | ||||||||
Schedule of Customer Revenues [Line Items] | ||||||||
Related party | 10.10% | [1] | [1] | [1] | ||||
Supplier Concentration Risk [Member] | Cost of Revenue [Member] | Supplier A [Member] | ||||||||
Schedule of Customer Revenues [Line Items] | ||||||||
Related party | [1] | 87.10% | 95% | 86.70% | ||||
Supplier Concentration Risk [Member] | Cost of Revenue [Member] | Supplier B [Member] | ||||||||
Schedule of Customer Revenues [Line Items] | ||||||||
Related party | 48.90% | [1] | [1] | [1] | ||||
Supplier Concentration Risk [Member] | Cost of Revenue [Member] | Supplier C [Member] | ||||||||
Schedule of Customer Revenues [Line Items] | ||||||||
Related party | 20.30% | [1] | [1] | [1] | ||||
[1] Less than 10% |
Segment Information (Details)
Segment Information (Details) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Information [Abstract] | ||||
Reportable business segments | 2 | 2 | 2 | 2 |
Segment Information (Details) -
Segment Information (Details) - Schedule of Reportable Business Segments - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Sep. 30, 2023 | |
Revenues | |||||||||
Revenues | $ 175,214 | $ 5,212,056 | $ 5,677,362 | $ 16,222,388 | |||||
Costs of revenues | |||||||||
Costs of revenues | 49,738 | 5,370,074 | 4,896,625 | 16,287,317 | |||||
Gross profit (loss) | |||||||||
Gross profit (loss) | 125,476 | (158,018) | 780,737 | (64,929) | |||||
Operating expenses | |||||||||
Operating expenses | 1,517,123 | 1,054,783 | 13,539,462 | 3,090,731 | |||||
Other income (expense) | |||||||||
Other income (expense) | (224,594) | 3,057 | (215,028) | 6,345 | |||||
Net income (loss) | |||||||||
Net income (loss) | (1,616,241) | $ (2,429,417) | $ (8,928,095) | (1,209,744) | $ (805,649) | $ (1,133,922) | (12,973,753) | (3,149,315) | |
Amortization | |||||||||
Amortization | 3,432 | 592,892 | 10,364 | 1,778,675 | |||||
Total assets | 1,120,125 | 1,120,125 | $ 3,352,625 | ||||||
General Support Services [Member] | |||||||||
Revenues | |||||||||
Revenues | 4,800,000 | 4,800,000 | 14,400,000 | ||||||
Costs of revenues | |||||||||
Costs of revenues | 4,675,000 | 4,650,000 | 14,125,000 | ||||||
Gross profit (loss) | |||||||||
Gross profit (loss) | 125,000 | 150,000 | 275,000 | ||||||
Net income (loss) | |||||||||
Net income (loss) | 125,000 | 150,000 | 275,000 | ||||||
Financial Services [Member] | |||||||||
Revenues | |||||||||
Revenues | 175,214 | 412,056 | 877,362 | 1,822,388 | |||||
Costs of revenues | |||||||||
Costs of revenues | 49,738 | 695,074 | 246,625 | 2,162,317 | |||||
Gross profit (loss) | |||||||||
Gross profit (loss) | 125,476 | (283,018) | 630,737 | (339,929) | |||||
Operating expenses | |||||||||
Operating expenses | 487,750 | 558,228 | 1,482,560 | 1,595,955 | |||||
Other income (expense) | |||||||||
Other income (expense) | 4,230 | 3,057 | 29,683 | 6,345 | |||||
Net income (loss) | |||||||||
Net income (loss) | (358,044) | (838,189) | (822,140) | (1,929,539) | |||||
Amortization | |||||||||
Amortization | 3,432 | 591,955 | 10,364 | 1,775,865 | |||||
Total assets | 624,757 | 624,757 | 1,004,708 | ||||||
Corporate/Other [Member] | |||||||||
Operating expenses | |||||||||
Operating expenses | 1,029,373 | 496,555 | 12,056,902 | 1,494,776 | |||||
Other income (expense) | |||||||||
Other income (expense) | (228,824) | (244,711) | |||||||
Net income (loss) | |||||||||
Net income (loss) | (1,258,197) | (496,555) | (12,301,613) | (1,494,776) | |||||
Amortization | |||||||||
Amortization | $ 937 | $ 2,810 | |||||||
Total assets | $ 495,368 | $ 495,368 | $ 2,347,917 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | |||||||||
Sep. 04, 2024 | Aug. 01, 2024 | Jul. 31, 2024 | May 28, 2024 | Jun. 28, 2024 | Sep. 30, 2024 | Sep. 10, 2024 | Jun. 30, 2024 | Jun. 11, 2024 | Sep. 18, 2023 | |
Subsequent Events [Line Items] | ||||||||||
Principal amount | $ 405,676 | $ 270,000 | ||||||||
Acquire shares issued | 255,000,000 | |||||||||
Senior Unsecured Promissory Note [Member] | ||||||||||
Subsequent Events [Line Items] | ||||||||||
Principal amount | $ 312,500 | |||||||||
Subsequent Event [Member] | ||||||||||
Subsequent Events [Line Items] | ||||||||||
Consideration of cash proceeds in the amount | $ 412,075 | |||||||||
Note bears interest percentage | 12% | |||||||||
Shares of common stock price per share | $ 0.25 | |||||||||
Conversion price per share | $ 0.3125 | |||||||||
Subsequent Event [Member] | Warrant [Member] | ||||||||||
Subsequent Events [Line Items] | ||||||||||
Acquire shares issued | 1,400,000 | |||||||||
Subsequent Event [Member] | Senior Unsecured Promissory Note [Member] | ||||||||||
Subsequent Events [Line Items] | ||||||||||
Principal amount | $ 515,000 | |||||||||
Forecast [Member] | ||||||||||
Subsequent Events [Line Items] | ||||||||||
Consideration of cash proceeds in the amount | $ 100,000 | |||||||||
Note bears interest percentage | 12% | |||||||||
Forecast [Member] | Senior Unsecured Promissory Note [Member] | ||||||||||
Subsequent Events [Line Items] | ||||||||||
Principal amount | $ 125,000 | |||||||||
Common Stock [Member] | ||||||||||
Subsequent Events [Line Items] | ||||||||||
Shares issued | 1,189,550 | |||||||||
Common Shares Issued for Settlement [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Events [Line Items] | ||||||||||
Shares issued | 500,000 | |||||||||
Common Shares Issued for Services [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Events [Line Items] | ||||||||||
Shares issued | 300,000 |