ITIdeaforge Technology543932JV deal update

Subsidiary terminates JV agreement with First Breach Inc.; JV was never implemented

ideaForge Technology Inc., the wholly-owned subsidiary, has terminated its JV agreement with First Breach Inc. The proposed JV entity, First Forge Technology Inc., was never implemented.

By ScoutQuest · Fri 23 Oct 2026, 10:46 PM IST · 2 min read

Termination Agreement Date

October 23, 2026

Original JV Agreement Date

September 23, 2025

Proposed JV Entity

First Forge Technology Inc. — never implemented; no shares issued and no capital contribution made

What happened

• ideaForge Technology Inc., a Texas corporation and wholly-owned subsidiary of the company, entered into a termination agreement on October 23, 2026 with First Breach Inc., a Delaware corporation.
• This ends the joint venture agreement the two had signed on September 23, 2025 to form an entity named First Forge Technology Inc.
• The original JV was meant to jointly undertake the business of licensing, sourcing, designing, engineering, manufacture and distribution of UAVs in the USA.

Why it was terminated

• The JV agreement was terminated under Clause 15.2.1 because the closing of the deal did not happen before the Long Stop Date set out in the agreement.
• It was also terminated under Clause 15.2.2, based on mutual discussions between the two parties.

What it means financially

• The proposed JV was never implemented. No shares were issued and no capital contribution was made under the JV agreement.
• Under the termination agreement, both parties have irrevocably released and waived all claims against each other.
• The non-compete and non-solicit obligations cease to survive after termination.
• The size of the agreement is stated as NA, and the transaction is not a related party transaction.

Impact on the company

• The company states there is no impact on the management or control of the listed entity.
• No restriction or liability is quantified on the listed entity, which is stated as NA.
• ideaForge Technology Inc. remains a wholly-owned subsidiary of the company.

How a retail investor can read this

• The US joint venture was a plan that never got off the ground, so the termination unwinds an arrangement that had not yet involved any money or share issuance.
• The release of all claims by both sides and the end of the non-compete and non-solicit obligations mean neither party carries continuing obligations from this JV.

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