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. |