Cover
Cover - shares | 9 Months Ended | |
Feb. 29, 2024 | Apr. 22, 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 | Feb. 29, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q3 | |
Entity Information [Line Items] | ||
Entity Registrant Name | NEW HORIZON AIRCRAFT LTD. | |
Entity Central Index Key | 0001930021 | |
Entity File Number | 001-41607 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Incorporation, State or Country Code | A1 | |
Current Fiscal Year End Date | --05-31 | |
Entity Current Reporting Status | Yes | |
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 | 3187 Highway 35 | |
Entity Address, City or Town | Lindsay | |
Entity Address, State or Province | ON | |
Entity Address, Postal Zip Code | K9V 4R1 | |
Entity Phone Fax Numbers [Line Items] | ||
City Area Code | (613) | |
Local Phone Number | 866-1935 | |
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 18,220,436 | |
Class A Ordinary Share, no par value | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Class A Ordinary Share, no par value | |
Trading Symbol | HOVR | |
Security Exchange Name | NASDAQ | |
Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Warrants, each warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share | |
Trading Symbol | HOVRW | |
Security Exchange Name | NASDAQ |
Condensed Interim Consolidated
Condensed Interim Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Feb. 29, 2024 | May 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 4,415 | $ 228 |
Prepaid expenses | 2,019 | 3 |
Accounts receivable | 127 | 15 |
Total current assets | 6,561 | 246 |
Finance lease assets | 21 | |
Operating lease assets | 88 | 121 |
Property and equipment, net | 169 | 52 |
Total Assets | 6,818 | 440 |
Current liabilities: | ||
Accounts payable | 1,446 | 172 |
Accrued liabilities | 804 | 48 |
Finance lease liabilities | 3 | |
Operating lease liabilities | 53 | 46 |
Term loan | 40 | |
Promissory note payable | 37 | |
Convertible debentures | 1,142 | |
Total current liabilities | 2,303 | 1,488 |
Forward Purchase Agreement | 20,622 | |
Promissory note payable | 263 | |
Operating lease liabilities | 35 | 74 |
Total Liabilities | 22,960 | 1,825 |
Shareholders’ Equity (Deficit): | ||
Class A ordinary shares, no par value; 100,000,000 shares authorized; 17,995,436 issued and outstanding | 72,351 | 5,083 |
Additional paid-in capital | (75,508) | 55 |
Accumulated deficit | (12,985) | (6,523) |
Total Shareholders’ Equity (Deficit) | (16,142) | (1,385) |
Total Liabilities and Shareholders’ Equity (Deficit) | $ 6,818 | $ 440 |
Condensed Interim Consolidate_2
Condensed Interim Consolidated Balance Sheets (Unaudited) (Parentheticals) - Class A ordinary shares - $ / shares | Feb. 29, 2024 | May 31, 2023 |
Ordinary shares, par value (in Dollars per share) | $ 0 | $ 0 |
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 |
Ordinary shares, shares issued | 17,995,436 | 17,995,436 |
Ordinary shares, shares outstanding | 17,995,436 | 17,995,436 |
Condensed Interim Consolidate_3
Condensed Interim Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 29, 2024 | Feb. 28, 2023 | Feb. 29, 2024 | Feb. 28, 2023 | |
Operating expenses | ||||
Research and development | $ 270 | $ 138 | $ 635 | $ 497 |
General and administrative | 989 | 155 | 1,829 | 534 |
Total operating expenses | 1,259 | 293 | 2,464 | 1,031 |
Loss from operations | (1,259) | (293) | (2,464) | (1,031) |
Other income (expense) | 6 | (45) | (222) | (271) |
Interest expense, net | 15 | 21 | 195 | 43 |
Change in fair value of Forward Purchase Agreement | 4,026 | 4,026 | ||
Total other expense (income) | 4,047 | (24) | 3,999 | (228) |
Income (loss) before income taxes | (5,306) | (269) | (6,463) | (803) |
Income tax expense | ||||
Net income (loss) | $ (5,306) | $ (269) | $ (6,463) | $ (803) |
Basic weighted average Common shares outstanding (in Shares) | 11,698,789 | 6,306,496 | 8,075,238 | 6,142,893 |
Basic net income (loss) per share, Common shares (in Dollars per share) | $ (0.45) | $ (0.04) | $ (0.8) | $ (0.13) |
Condensed Interim Consolidate_4
Condensed Interim Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Feb. 29, 2024 | Feb. 28, 2023 | Feb. 29, 2024 | Feb. 28, 2023 | |
Income Statement [Abstract] | ||||
Diluted weighted average Common shares outstanding | 11,698,789 | 6,306,496 | 8,075,238 | 6,142,893 |
Diluted net income (loss) per share, Common shares | $ (0.45) | $ (0.04) | $ (0.80) | $ (0.13) |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Class A Common Shares | Class B Common Shares | Non-Voting Common Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at May. 31, 2022 | $ 3,104 | $ (5,276) | $ (2,172) | |||
Balance (in Shares) at May. 31, 2022 | 3,221,252 | 1,062,244 | 168,832 | |||
Settlement of Shareholder Advances | $ 1,979 | 1,979 | ||||
Settlement of Shareholder Advances (in Shares) | 1,854,168 | |||||
Stock-based Compensation | 7 | 7 | ||||
Net income (loss) | (150) | (150) | ||||
Balance at Aug. 31, 2022 | $ 5,083 | 7 | (5,426) | (336) | ||
Balance (in Shares) at Aug. 31, 2022 | 5,075,420 | 1,062,244 | 168,832 | |||
Balance at May. 31, 2022 | $ 3,104 | (5,276) | (2,172) | |||
Balance (in Shares) at May. 31, 2022 | 3,221,252 | 1,062,244 | 168,832 | |||
Net income (loss) | (803) | |||||
Balance at Feb. 28, 2023 | $ 5,083 | 39 | (6,080) | (958) | ||
Balance (in Shares) at Feb. 28, 2023 | 5,075,420 | 1,062,244 | 168,832 | |||
Balance at Aug. 31, 2022 | $ 5,083 | 7 | (5,426) | (336) | ||
Balance (in Shares) at Aug. 31, 2022 | 5,075,420 | 1,062,244 | 168,832 | |||
Stock-based Compensation | 16 | 16 | ||||
Net income (loss) | (385) | (385) | ||||
Balance at Nov. 30, 2022 | $ 5,083 | 23 | (5,811) | (705) | ||
Balance (in Shares) at Nov. 30, 2022 | 5,075,420 | 1,062,244 | 168,832 | |||
Stock-based Compensation | 16 | 16 | ||||
Net income (loss) | (269) | (269) | ||||
Balance at Feb. 28, 2023 | $ 5,083 | 39 | (6,080) | (958) | ||
Balance (in Shares) at Feb. 28, 2023 | 5,075,420 | 1,062,244 | 168,832 | |||
Balance at May. 31, 2023 | $ 5,083 | 55 | (6,523) | (1,385) | ||
Balance (in Shares) at May. 31, 2023 | 5,075,420 | 1,062,244 | 168,832 | |||
Stock-based Compensation | 13 | 13 | ||||
Net income (loss) | (416) | (416) | ||||
Balance at Aug. 31, 2023 | $ 5,083 | 68 | (6,939) | (1,788) | ||
Balance (in Shares) at Aug. 31, 2023 | 5,075,420 | 1,062,244 | 168,832 | |||
Balance at May. 31, 2023 | $ 5,083 | 55 | (6,523) | (1,385) | ||
Balance (in Shares) at May. 31, 2023 | 5,075,420 | 1,062,244 | 168,832 | |||
Net income (loss) | (6,463) | |||||
Balance at Feb. 29, 2024 | $ 72,351 | (75,508) | (12,985) | (16,142) | ||
Balance (in Shares) at Feb. 29, 2024 | 17,995,436 | |||||
Balance at Aug. 31, 2023 | $ 5,083 | 68 | (6,939) | (1,788) | ||
Balance (in Shares) at Aug. 31, 2023 | 5,075,420 | 1,062,244 | 168,832 | |||
Stock-based Compensation | 33 | 33 | ||||
Conversion of Convertible Debentures | $ 1,496 | 1,496 | ||||
Conversion of Convertible Debentures (in Shares) | 517,352 | |||||
Net income (loss) | (740) | (740) | ||||
Balance at Nov. 30, 2023 | $ 5,083 | $ 1,496 | 101 | (7,679) | (999) | |
Balance (in Shares) at Nov. 30, 2023 | 5,075,420 | 1,579,596 | 168,832 | |||
Stock-based Compensation | 10 | 10 | ||||
Conversion of Convertible Notes Payable | $ 6,843 | 6,843 | ||||
Conversion of Convertible Notes Payable (in Shares) | 1,253,770 | |||||
Issuance of Service Shares | $ 1,558 | 1,558 | ||||
Issuance of Service Shares (in Shares) | 385,297 | |||||
Legacy Horizon Share Exchange | $ 9,897 | $ (9,897) | ||||
Legacy Horizon Share Exchange (in Shares) | 3,588,869 | (3,218,663) | (168,832) | |||
New Horizon Shares on Effective Date | $ 55,531 | (75,619) | (20,088) | |||
New Horizon Shares on Effective Date (in Shares) | 7,251,939 | |||||
Incentive Shares | ||||||
Incentive Shares (in Shares) | 954,013 | |||||
Capital Markets Advisory Shares | $ 1,840 | 1,840 | ||||
Capital Markets Advisory Shares (in Shares) | 740,179 | |||||
Underwriter Shares Issued | ||||||
Underwriter Shares Issued (in Shares) | 385,016 | |||||
Net income (loss) | (5,306) | (5,306) | ||||
Balance at Feb. 29, 2024 | $ 72,351 | $ (75,508) | $ (12,985) | $ (16,142) | ||
Balance (in Shares) at Feb. 29, 2024 | 17,995,436 |
Condensed Interim Consolidate_5
Condensed Interim Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Feb. 29, 2024 | Feb. 28, 2023 | |
Cash Flows used in Operating Activities: | ||
Net Loss | $ (6,463) | $ (803) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 41 | 32 |
Non-cash interest | 195 | |
Non-cash lease expense | 33 | |
Stock-based compensation | 56 | 39 |
Change in fair value of Forward Purchase Agreement | 4,026 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (176) | (1) |
Accounts receivable | (112) | (40) |
Accounts payable | 917 | (19) |
Accrued liabilities | 756 | |
Operating leases | (14) | |
Net cash used in operating activities | (760) | (773) |
Cash Flows used in Investing Activities: | ||
Purchase of property and equipment | (158) | (17) |
Net cash used in investing activities | (158) | (17) |
Cash Flows from Financing Activities: | ||
Finance lease payments | 18 | (14) |
Proceeds from issuance of Convertible debentures | 6,700 | 935 |
Outflow from Business Combination | (1,573) | |
Repayment of Shareholder loans | (5) | |
Repayment of Term loan | (40) | |
Net cash provided by financing activities | 5,105 | 916 |
Net Change in Cash | 4,187 | 126 |
Cash - Beginning of period | 228 | 4 |
Cash - End of period | 4,415 | 130 |
Supplemental cash flow information | ||
Conversion of Convertible debentures | 1,496 | |
Taxes paid | ||
Settlement of Shareholder Advances | $ 1,979 |
Organization and Nature of Busi
Organization and Nature of Business | 9 Months Ended |
Feb. 29, 2024 | |
Organization and Nature of Business [Abstract] | |
Organization and Nature of Business | NOTE 1. Organization and Nature of Business Organization and Nature of Business New Horizon Aircraft Ltd. (the “Company”, “Horizon”, “we,” “us” or “our”), a British Columbia corporation, with our headquarters located in Lindsay, Ontario, is an aerospace company. The Company is a former blank check company incorporated on March 11, 2022 under the name Pono Capital Three, Inc., (“Pono”) as a Delaware corporation, subsequently redomiciled in the Cayman Islands on October 14, 2022, and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. The Company’s objective is to significantly advance the benefits of sustainable air mobility. In connection with this objective, we have designed and developed a hybrid-electric vertical takeoff and landing (“eVTOL”) prototype aircraft for use in future regional air mobility (“RAM”) networks. Business Combination On February 14, 2023, we consummated an initial public offering (“IPO”). On January 12, 2024 (the “Closing date”), we consummated a merger (the “Merger”) with Pono Three Merger Acquisitions Corp., a British Columbia company (“Merger Sub”) and wholly-owned subsidiary of Pono, with and into Robinson Aircraft Ltd. (“Robinson”) pursuant to an agreement and plan of merger, dated as of August 15, 2023, (as amended by a Business Combination Agreement Waiver, dated as of December 27, 2023) by and among Pono, Merger Sub, Horizon, and Robinson. The Merger and other transactions contemplated thereby (collectively, the “Business Combination”) closed on January 12, 2024, when, pursuant to the Business Combination Agreement, Merger Sub merged with and into Robinson Aircraft Ltd., surviving the Merger as a wholly owned subsidiary of Pono. Pono changed its name to “New Horizon Aircraft Ltd” and the business of Robinson became the business of New Horizon Aircraft Ltd. The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Pono was treated as the acquired company and Robinson was treated as the acquirer for financial statement reporting purposes. The financial statements included in this report reflect (i) the historical operating results of Robinson prior to the Business Combination (“Legacy Horizon”); (ii) the combined results of Pono and Legacy Horizon following the closing of the Business Combination; (iii) the assets and liabilities of Legacy Horizon at their historical cost; and (iv) the Company’s equity structure for all periods presented. |
Going Concern and Liquidity
Going Concern and Liquidity | 9 Months Ended |
Feb. 29, 2024 | |
Going Concern and Liquidity [Abstract] | |
Going Concern and Liquidity | NOTE 2. Going Concern and Liquidity The accompanying unaudited condensed interim consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred and expects to continue to incur significant costs in pursuit of the Company’s development plans. We have devoted many resources to the design and development of our eVTOL prototype. Funding of these activities has primarily been through the net proceeds received from the issuance of related and third-party debt and the sale of common stock to related and third parties. Through February 29, 2024, we have incurred cumulative losses from operations, negative cash flows from operating activities, and have an accumulated deficit of $13.0 million. Horizon is a pre-revenue organization in a research and development and flight-testing phase of operations. While management expects that the net cash proceeds from the Business Combination along with our cash balances held prior to the Closing Date will be sufficient to fund our current operating plan for at least the next 12 months from the date these condensed interim consolidated financial statements were available to be issued, there is significant uncertainty around the Company’s ability to meet the going concern assumption beyond that period without raising additional capital. There can be no assurance that we will be successful in achieving our business plans, that our current capital will be sufficient to support our ongoing operations, or that any additional financing will be available in a timely manner or on acceptable terms, if at all. If events or circumstances occur such that we do not meet our business plans, we may be required to raise additional capital, alter, or scale back our aircraft design, development, and certification programs, or be unable to fund capital expenditures. Any such events would have a material adverse effect on our financial position, results of operations, cash flows, and ability to achieve our intended business plans. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Feb. 29, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Principles of Consolidation and Financial Statement Presentation The accompanying unaudited condensed consolidated financial statements are presented in Canadian dollars in conformity with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed interim consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed interim consolidated financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on March 28, 2024, and the Company’s financial statements for the period ended May 31, 2023, included in Form 8-K on April 22, 2024. The interim results for the three and nine months ended February 29, 2024 are not necessarily indicative of the results to be expected for the period ending May 31, 2024 or for any future periods. All amounts presented are in thousands of Canadian dollars, except share and per share amounts or as otherwise noted. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2 (a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Reverse Recapitalization Pursuant to ASC 805, for financial accounting and reporting purposes, Robinson was deemed the accounting acquirer with Pono being treated as the accounting acquiree, and the Merger was accounted for as a reverse recapitalization (the “Reverse Recapitalization”). Accordingly, the financial statements of the Company represent a continuation of the financial statements of Robinson, with the Merger being treated as the equivalent of Robinson issuing stock for the net assets of Pono, accompanied by a recapitalization. The net assets of Pono were stated at historical costs, with no goodwill or other intangible assets recorded, and were consolidated with Robinson financial statements on the Closing Date. Operations prior to the Closing Date are presented solely as those of Legacy Horizon. The number of Legacy Horizon common shares for all periods prior to the Closing Date have been retrospectively increased using the exchange ratio that was established in accordance with the Merger Agreement (the “Exchange Ratio”). Upon the consummation of the Merger, the Company gave effect to the issuance of 7,251,939 shares of Common Stock for the previously issued Pono common stock and PIPE Shares that were outstanding at the Closing Date. The Company raised $4 proceeds, net of redemptions of Pono public stockholders of $140.0 million and reimbursements for Pono’s expenses of $4.5 million, and $2.7 million of cash in connection with the PIPE Financing. Robinson incurred $3.8 million of transaction costs, satisfied by a combination of cash and common stock, consisting of banking, legal, and other professional fees, and assumed a $16.6 million derivative liability related to a Forward Purchase Agreement and $0.4 million of accounts payable from Pono. January 12, Forward Purchase Agreement $ 16,596 Accounts Payable 360 Net Liabilities Assumed $ 16,236 Use of Estimates The preparation of the unaudited condensed interim consolidated financial statements in conformity with GAAP requires the Company’s 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 unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. 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 unaudited condensed interim consolidated 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 from those estimates. Management believes significant estimates for the period include those in connection with the Financial Instruments, the Business Combination, Going Concern, and stock-based compensation. Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of February 29, 2024 and May 31, 2023. Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s unaudited condensed interim consolidated financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s unaudited condensed interim consolidated financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no Net Income (loss) Per Share Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding. Stock options, Convertible debentures, and Convertible promissory notes were excluded from the computation of diluted net income (loss) per share as including them would have been anti-dilutive. As we reported net losses for all periods presented, diluted loss per share is the same as basic loss per share. Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Research and Development Costs The research and development costs are accounted for in accordance with ASC 730, Research and Development Stock-based Compensation Our stock-based compensation awards consist of stock options granted to employees and non-employees. We recognize stock-based compensation expense in accordance with the provisions of ASC 718, Compensation - Stock Compensation Expected term Expected volatility Risk-free interest rate Dividend yield Forfeiture rate Property and Equipment, Net Property and equipment is stated at historical cost less accumulated depreciation. Expenditures for major renewals and betterments are capitalized, while minor replacements, maintenance, and repairs, which do not extend the asset lives, are charged to operations as incurred. Upon sale or disposition, the cost and related accumulated depreciation is removed from the accounts, and any difference between the selling price and net carrying amount is recorded as a gain or loss in the statements of operations and comprehensive loss. Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets. Impairment of Long-Lived Assets We review our long-lived assets, consisting primarily of property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Such triggering events or changes in circumstances may include: a significant decrease in the market price of a long-lived asset, a significant adverse change in the extent or manner in which a long-lived asset is being or intended to be used, a significant adverse change in legal factors or in the business climate, the impact of competition or other factors that could affect the value of a long-lived asset, a significant adverse deterioration in the amount of revenue or cash flows expected to be generated from an asset group, an accumulation of costs significantly in excess of the amount originally expected for the acquisition or development of a long-lived asset, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset, or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. We perform impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is determined by comparing the forecasted undiscounted cash flows attributable to such assets including any cash flows upon their eventual disposition to their carrying value. If the carrying value of the assets exceeds the forecasted undiscounted cash flows, then the assets are written down to their fair value. We determined there was no impairment of long-lived assets during all periods presented. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging The Forward Purchase Agreement is recognized as a derivative liability in accordance with ASC 815. Accordingly, the Company recognizes the instrument as an asset or liability at fair value and with changes in fair value recognized in the Company’s unaudited condensed interim consolidated statements of operations. The estimated fair value of the Forward Purchase Agreement is measured at fair value using a simulation model. At the settlement date, the Forward Purchase Agreement will be recognized as a derivative asset at the value of cash paid based on the number of shares, with any changes in fair value recognized in the Company’s unaudited condensed interim consolidated statements of operations. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the unaudited condensed interim consolidated statements of operations. The warrants are not precluded from equity classification and are accounted for as such on the date of issuance and will be on each unaudited condensed interim consolidated balance sheet date thereafter. As the warrants are equity classified, they are initially measured at fair value (or allocated value). The fair value of the public warrants was measured using a simulation model and the fair value of the private warrants was measured using a Black-Scholes Model. Subsequent changes in fair value are not recognized as long as the warrants continue to be classified as equity. Public Warrants The measurement of the public warrants as of February 29, 2024 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker “HOVRW.” The quoted price of the public warrants was $0.03 per warrant as of February 29, 2024. Government Grants The Company receives payments from government entities primarily for research and development deliverables as part of ongoing development of the Company’s technology and future services offering. Under the Company’s accounting policy for government grants received as a payment for research and development services, grants are recognized on a systematic basis over the periods in which these services are provided and are presented as other income in the statement of operations. Effective June 1, 2021, the Company adopted ASU 832, Government Assistance Recent Accounting Standards Recently Issued Accounting Pronouncements Not Yet Adopted In August 2020, the Financial Accounting Standards Board issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Debt—Debt with Conversion and Other Options Derivatives and Hedging Earnings Per Share No other recently issued accounting pronouncements had or are expected to have a material impact on the Company’s financial statements. |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Feb. 29, 2024 | |
Balance Sheet Components [Abstract] | |
Balance Sheet Components | NOTE 4. Balance Sheet Components Property and Equipment, net Property and equipment consist of the following (in 000’s): Three Months Ended February 29, May 31, Computer Equipment $ 55 $ 37 Leasehold Improvements 18 10 Tools and Equipment 48 27 Website Design 110 — Vehicles 16 16 247 90 Accumulated Depreciation (78 ) (38 ) Total Property and Equipment, net $ 169 $ 52 The Company’s finance lease ended during the nine months ended February 29, 2024. The Company exercised the permitted purchase option and recorded an addition to tools and equipment in the amount of $20 (February 28, 2023 - $ nil Depreciation expenses of $21 and $41 (February 28, 2023 - $17 and $32) for the three and nine months ended February 29, 2024, respectively, has been recorded in General and Administrative expenses in the condensed interim consolidated statements of operations. Prepaid Expenses Prepaid Expenses consisted of the following (in 000’s): February 29, May 31, Prepaid insurance $ 264 $ 3 Prepaid software 5 - Prepaid legal fees 67 - Prepaid advisory 1,590 - Other general prepaid expenses 93 - Total Prepaid expenses $ 2,019 $ 3 Accrued Expenses Accrued Expenses consisted of the following (in 000’s): February 29, May 31, Accrued professional fees $ 536 - Accrued employee costs 5 48 Accrued capital expenses 80 - Other accrued expenses 183 - Total Accrued expenses $ 804 $ 48 |
Leases
Leases | 9 Months Ended |
Feb. 29, 2024 | |
Leases [Abstract] | |
Leases | NOTE 5. Leases The Company has previously entered into multiple lease agreements for the use of certain property and equipment under operating and finance leases. Property leases include hangars, storage, offices, and other space. The Company records the initial right-to-use asset and lease liability at the present value of lease payments scheduled during the lease term. Unless the rate implicit in the lease is readily determinable, the Company discounts the lease payments using an estimated incremental borrowing rate at the time of lease commencement. The Company estimates the incremental borrowing rate based on the information available at the lease commencement date, including the rate the Company could borrow for a similar amount, over a similar lease term with similar collateral. The Company’s weighted-average discount rate for operating and finance leases commenced during all periods presented was 10%. During the nine months ended February 29, 2024 the Company’s finance lease expired, and a purchase option was exercised. The carrying value of $20 was transferred to property and equipment. Operating lease expense is recognized on a straight-line basis over the lease term. The weighted-average remaining lease term is 2 years as of February 29, 2024. The Company’s lease costs were as follows (in 000’s): Three Months Ended Nine Months Ended February 29, February 28, February 29, February 28, Operating lease cost $ 13 $ 13 $ 38 $ 40 Short-term lease cost 2 3 6 7 Total Lease cost $ 15 $ 16 $ 44 $ 47 The Company’s weighted-average remaining lease term and discount rate as of February 29, 2024 and February 28, 2023 was as follows: Nine Months Ended February 29, February 28, Weighted-average remaining lease term (years) 2 2 Weighted-average discount rate 10 % 10 % The minimum aggregate future obligations under the Company’s non-cancellable operating leases as of February 29, 2024 were as follows (in 000’s): February 29, Remaining fiscal 2024 $ 14 Fiscal 2025 49 Fiscal 2026 24 Fiscal 2027 and thereafter 8 Total future lease payments 95 Less: imputed interest (10 ) Present value of future lease payments $ 85 |
Promissory Note
Promissory Note | 9 Months Ended |
Feb. 29, 2024 | |
Promissory Note [Abstract] | |
Promissory Note | NOTE 6. Promissory Note On October 19, 2022, the Company issued a Promissory Note in the principal amount of $300. The Promissory Note was to mature on October 18, 2027, and bore interest at a rate of 9.7% per annum. The Promissory was securitized by certain patents of the Company. The Promissory Note was being repaid on a monthly basis, with interest only payments until October 15, 2023, and blended payments of $8 thereafter. During the three and nine months ended February 29, 2024, the Company recorded and paid interest expenses of $ nil |
Convertible Promissory Notes
Convertible Promissory Notes | 9 Months Ended |
Feb. 29, 2024 | |
Convertible Promissory Notes [Abstract] | |
Convertible Promissory Notes | NOTE 7. Convertible Promissory Notes In May 2022, the Company approved the issuance of a series of Convertible Promissory Notes (collectively, the “Notes”) carrying a one-year term with interest on the outstanding principal amount from the date of issuance accrued at the rate of 10% per annum. On or before the date of the repayment in full of the Notes, in the event the Company issued shares of its equity securities to investors (the “Investors”) in gross proceeds of at least $2.0 million (a “Qualified Financing”), the outstanding principal and unpaid accrued interest balance of the Notes would convert into common shares at a conversion price equal to the lesser of (i) 80% of the per share price paid by the Investors; and (ii) a price equal to $15.0 million divided by the aggregate number of outstanding common shares of the Company immediately prior to the closing of the Qualified Financing on the same terms and conditions as provided to the Investors. During the year ended May 31, 2023, the Company issued Convertible Promissory Notes in the amount of $1,035 (2022 - $50). During the nine months ended February 29, 2024, the Company issued an additional Convertible Promissory Note in the amount of $300, with the same terms as the previously issued convertible promissory notes. The following table presents the principal amounts and accrued interest of the Convertible Promissory Notes as of February 29, 2024: Amount Convertible Promissory Notes May 31, 2022 $ 50 Issuance of additional Convertible Promissory Notes 1,035 Accrued interest 57 Convertible Promissory Notes May 31, 2023 $ 1,142 Issuance of additional Convertible Promissory Notes 300 Accrued interest 54 Conversion of Promissory Notes (1,496 ) Convertible Promissory Notes February 29, 2024 $ - The conversion features of the Notes were not clearly and closely related to the Notes and should be recognized as derivative liabilities. The Company determined that the estimated fair value of the derivative liabilities as $ nil In October 2023, the Company completed a Qualified Financing and based on the terms of the Notes all Convertible Promissory Notes were converted into 517,532 common shares at of the Company. |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Feb. 29, 2024 | |
Convertible Notes Payable [Abstract] | |
Convertible Notes Payable | NOTE 8. Convertible Notes Payable In October 2023, the Company received $6,700 in exchange for Convertible Notes payable bearing interest at 10% per annum. These convertible notes converted into common shares in the event the Company raised more than US $5,000 or successfully lists its securities on a public stock exchange. The Convertible Notes payable converted into common stock of the Company on January 12, 2024. The Company recorded $75 and $143 of interest expenses related to these Convertible Notes payable during the three and nine months ended February 29, 2024 (February 28, 2023 – $ nil nil |
Advances from Shareholder
Advances from Shareholder | 9 Months Ended |
Feb. 29, 2024 | |
Advances from Shareholder [Abstract] | |
Advances from Shareholder | NOTE 9. Advances from Shareholder As at May 31, 2022, there was an outstanding balance from a shareholder of $1,979. On June 24, 2022, this balance was fully settled by issuance of 2,196,465 common shares of the Company. |
Term Loan
Term Loan | 9 Months Ended |
Feb. 29, 2024 | |
Term Loan [Abstract] | |
Term Loan | NOTE 10. Term Loan In May 2020, the Company received a $40 line of credit (“CEBA LOC”) under the Canada Emergency Business Account program funded by the Government of Canada. The CEBA LOC was non-interest bearing and could be repaid at any time prior to January 18, 2024, without interest or penalty. The Company repaid this loan in December 2023. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Feb. 29, 2024 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | NOTE 11. Fair Value Measurements The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of February 29, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Level 1 Level 2 Level 3 February 29, 2024 Liabilities Derivative Liability - Forward Purchase Agreement $ 20,622 $ — $ — $ 20,622 As of May 31, 2023, the Company had no financial assets or liabilities measured at fair value on a recurring basis. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: February 29, Redemption Price $ 10.61 Stock Price $ 1.25 Volatility 53 % Term (years) 2.43 Risk-free rate 4.12 % The change in the fair value of the assets and liabilities, measured with Level 3 inputs, for the nine months ended February 29, 2024 is summarized as follows: February 29, Fair value Derivative Liability as of date of Business Combination $ 16,596 Change in fair value of Forward Purchase Agreement $ 4,026 Fair value as of Derivative Liability February 29, 2024 $ 20,622 The estimated fair value of the Forward Purchase Agreement was measured at fair value using a simulation model, which was determined using Level 3 inputs. Inherent in a simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. Any changes in these assumptions can change the valuation significantly. |
Common Stock
Common Stock | 9 Months Ended |
Feb. 29, 2024 | |
Common Stock [Abstract] | |
Common Stock | NOTE 12. Common Stock The Company’s common stock and warrants trade on the NASDAQ stock exchange under the symbol “HOVR” and “HOVRW”, respectively. Pursuant to the terms of the Amended and Restated Certificate of Incorporation, the Company is authorized to issue the following shares and classes of capital stock, each with no par value: (i) 100,000,000 shares of common stock; and (ii) 100,000,000 shares of preferred stock. The holder of each share of common stock is entitled to one vote. The Company has retroactively adjusted the shares issued and outstanding prior to January 12, 2024 to give effect to the Exchange Ratio. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Feb. 29, 2024 | |
Stock-based Compensation [Abstract] | |
Stock-based Compensation | NOTE 13. Stock-based Compensation In August 2022, the Company established a Stock Option Plan, superseded by the 2023 Equity Incentive Plan (the “Option Plan”), under which the Company’s Board of Directors may, from time-to-time, in its discretion, grant stock options to directors, officers, consultants and employees of the Company. During the nine months ended February 29, 2024, the Company granted nil February 29, Stock price $ 0.30 Risk-free interest rate 2.8 % Term (years) 5 Volatility 85 % Forfeiture rate 0 % Dividend yield 0 % A summary of stock option activity for the Company is as follows: Number of Weighted Average Weighted Average Outstanding stock options May 31, 2023 585,230 $ 0.76 7.2 Exercised - - - Expired - - - Outstanding stock options February 29, 2024 585,230 $ 0.76 6.4 Exercisable as of February 29, 2024 195,077 $ 0.76 17.0 During the three and nine months ended February 29, 2024, the Company recorded stock-based compensation expenses of $10 and $56 (February 28, 2023 - $16 and $45), respectively. There were no changes to the terms and conditions of the stock options in connection with the Business Combination. |
Net Income (Loss) Per Share Att
Net Income (Loss) Per Share Attributable to Common Stockholders | 9 Months Ended |
Feb. 29, 2024 | |
Net Income (Loss) Per Share Attributable to Common Stockholders [Abstract] | |
Net Income (Loss) per Share Attributable to Common Stockholders | NOTE 14. Net Income (Loss) per Share Attributable to Common Stockholders The Company computes net income (loss) per share using the two-class method. Basic net income (loss) per share is computed using the weighted-average number of shares outstanding during the period. Diluted net income per share is computed using the weighted-average number of shares and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities consist of stock options, Convertible debentures, Convertible Notes payable, and Convertible Promissory notes. Stock options, Convertible Debentures, Convertible Promissory notes, and Convertible Notes payable were excluded from the computation of diluted net income (loss) per share as including them would have been anti-dilutive. As we reported net losses for all periods presented, diluted loss per share is the same as basic loss per share. The following outlines the Company’s basic and diluted loss per share for the three and nine months ended February 29, 2024 and February 28, 2023 (000’s, except share amounts): Three Months Ended Nine Months Ended February 29, February 28, February 29, February 28, Net Income (loss) $ (5,306 ) $ (269 ) $ (6,463 ) $ (803 ) Basic weighted-average common shares outstanding 11,698,789 6,306,496 8,075,238 6,142,893 Basic and diluted net income (loss) per common share $ (0.45 ) $ (0.04 ) $ (0.80 ) $ (0.13 ) |
Grants and Subsidies
Grants and Subsidies | 9 Months Ended |
Feb. 29, 2024 | |
Grants and Subsidies [Abstract] | |
Grants and Subsidies | NOTE 15. Grants and Subsidies DAIR Green Fund In November 2022, the Company entered into a funding agreement with the Downsview Aerospace Innovation and Research Centre (“DAIR”). In June 2022, DAIR entered into a Contribution Agreement with the Federal Economic Development Agency for Southern Ontario to launch a Green Fund to financially support projects led by small and medium size enterprises. DAIR selected the Company with a project on the Engineering Design of a Hybrid Power System Novel Power Distribution Scheme. The funding approved to the Company was $75, of which $50 was issued to the Company as at May 31, 2023 and $15 was received during the nine months ending February 29, 2024. The remaining amount of $10 may be received subsequent to successful reporting to DAIR on the project. Air Force Grant In January 2022, the Company entered into a Market Research Investment Agreement (the “Agreement”) with Collaboration.Ai, a company engaged with the United States Operations Command and the U.S. Air Force to administer selection and awards for the AFWERX Challenge program to foster innovation within the services. In connection with the Agreement, the Company will provide research, development, design, manufacturing, services, support, testing, integration, and equipment in aid of delivery of market research in accordance with one or more statements of work or market research plans. During the year ending May 31, 2023, a fixed fee fund of $366 was approved. As of February 29, 2024, the Company had received $235 of this amount. Scientific Research and Experimental Development In July 2023, in connection with the year ending May 31, 2023, the Company filed an application for Scientific Research and Experimental Development (“SRED”) credits with the Canadian federal government in the amount of $229. This amount was received in December 2023. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Feb. 29, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 16. RELATED PARTY TRANSACTIONS There were no identifiable related party transactions for the periods presented. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Feb. 29, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17. SUBSEQUENT EVENTS The Company has evaluated subsequent events from March 1, 2024 through to the date of this filing Form 10-K and determined that there have been no reportable subsequent events. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Feb. 29, 2024 | Nov. 30, 2023 | Aug. 31, 2023 | Feb. 28, 2023 | Nov. 30, 2022 | Aug. 31, 2022 | Feb. 29, 2024 | Feb. 28, 2023 | |
Pay vs Performance Disclosure | ||||||||
Net Income (Loss) | $ (5,306) | $ (740) | $ (416) | $ (269) | $ (385) | $ (150) | $ (6,463) | $ (803) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Feb. 29, 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 |
Feb. 29, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Principles of Consolidation and Financial Statement Presentation | Basis of Presentation Principles of Consolidation and Financial Statement Presentation The accompanying unaudited condensed consolidated financial statements are presented in Canadian dollars in conformity with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed interim consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed interim consolidated financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on March 28, 2024, and the Company’s financial statements for the period ended May 31, 2023, included in Form 8-K on April 22, 2024. The interim results for the three and nine months ended February 29, 2024 are not necessarily indicative of the results to be expected for the period ending May 31, 2024 or for any future periods. All amounts presented are in thousands of Canadian dollars, except share and per share amounts or as otherwise noted. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2 (a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Reverse Recapitalization | Reverse Recapitalization Pursuant to ASC 805, for financial accounting and reporting purposes, Robinson was deemed the accounting acquirer with Pono being treated as the accounting acquiree, and the Merger was accounted for as a reverse recapitalization (the “Reverse Recapitalization”). Accordingly, the financial statements of the Company represent a continuation of the financial statements of Robinson, with the Merger being treated as the equivalent of Robinson issuing stock for the net assets of Pono, accompanied by a recapitalization. The net assets of Pono were stated at historical costs, with no goodwill or other intangible assets recorded, and were consolidated with Robinson financial statements on the Closing Date. Operations prior to the Closing Date are presented solely as those of Legacy Horizon. The number of Legacy Horizon common shares for all periods prior to the Closing Date have been retrospectively increased using the exchange ratio that was established in accordance with the Merger Agreement (the “Exchange Ratio”). Upon the consummation of the Merger, the Company gave effect to the issuance of 7,251,939 shares of Common Stock for the previously issued Pono common stock and PIPE Shares that were outstanding at the Closing Date. The Company raised $4 proceeds, net of redemptions of Pono public stockholders of $140.0 million and reimbursements for Pono’s expenses of $4.5 million, and $2.7 million of cash in connection with the PIPE Financing. Robinson incurred $3.8 million of transaction costs, satisfied by a combination of cash and common stock, consisting of banking, legal, and other professional fees, and assumed a $16.6 million derivative liability related to a Forward Purchase Agreement and $0.4 million of accounts payable from Pono. January 12, Forward Purchase Agreement $ 16,596 Accounts Payable 360 Net Liabilities Assumed $ 16,236 |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed interim consolidated financial statements in conformity with GAAP requires the Company’s 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 unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. 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 unaudited condensed interim consolidated 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 from those estimates. Management believes significant estimates for the period include those in connection with the Financial Instruments, the Business Combination, Going Concern, and stock-based compensation. |
Cash | Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of February 29, 2024 and May 31, 2023. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s unaudited condensed interim consolidated financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s unaudited condensed interim consolidated financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no |
Net Income (loss) Per Share | Net Income (loss) Per Share Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding. Stock options, Convertible debentures, and Convertible promissory notes were excluded from the computation of diluted net income (loss) per share as including them would have been anti-dilutive. As we reported net losses for all periods presented, diluted loss per share is the same as basic loss per share. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. |
Research and Development Costs | Research and Development Costs The research and development costs are accounted for in accordance with ASC 730, Research and Development |
Stock-based Compensation | Stock-based Compensation Our stock-based compensation awards consist of stock options granted to employees and non-employees. We recognize stock-based compensation expense in accordance with the provisions of ASC 718, Compensation - Stock Compensation Expected term Expected volatility Risk-free interest rate Dividend yield Forfeiture rate |
Property and Equipment, Net | Property and Equipment, Net Property and equipment is stated at historical cost less accumulated depreciation. Expenditures for major renewals and betterments are capitalized, while minor replacements, maintenance, and repairs, which do not extend the asset lives, are charged to operations as incurred. Upon sale or disposition, the cost and related accumulated depreciation is removed from the accounts, and any difference between the selling price and net carrying amount is recorded as a gain or loss in the statements of operations and comprehensive loss. Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We review our long-lived assets, consisting primarily of property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Such triggering events or changes in circumstances may include: a significant decrease in the market price of a long-lived asset, a significant adverse change in the extent or manner in which a long-lived asset is being or intended to be used, a significant adverse change in legal factors or in the business climate, the impact of competition or other factors that could affect the value of a long-lived asset, a significant adverse deterioration in the amount of revenue or cash flows expected to be generated from an asset group, an accumulation of costs significantly in excess of the amount originally expected for the acquisition or development of a long-lived asset, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset, or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. We perform impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is determined by comparing the forecasted undiscounted cash flows attributable to such assets including any cash flows upon their eventual disposition to their carrying value. If the carrying value of the assets exceeds the forecasted undiscounted cash flows, then the assets are written down to their fair value. We determined there was no impairment of long-lived assets during all periods presented. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging The Forward Purchase Agreement is recognized as a derivative liability in accordance with ASC 815. Accordingly, the Company recognizes the instrument as an asset or liability at fair value and with changes in fair value recognized in the Company’s unaudited condensed interim consolidated statements of operations. The estimated fair value of the Forward Purchase Agreement is measured at fair value using a simulation model. At the settlement date, the Forward Purchase Agreement will be recognized as a derivative asset at the value of cash paid based on the number of shares, with any changes in fair value recognized in the Company’s unaudited condensed interim consolidated statements of operations. |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the unaudited condensed interim consolidated statements of operations. The warrants are not precluded from equity classification and are accounted for as such on the date of issuance and will be on each unaudited condensed interim consolidated balance sheet date thereafter. As the warrants are equity classified, they are initially measured at fair value (or allocated value). The fair value of the public warrants was measured using a simulation model and the fair value of the private warrants was measured using a Black-Scholes Model. Subsequent changes in fair value are not recognized as long as the warrants continue to be classified as equity. Public Warrants The measurement of the public warrants as of February 29, 2024 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker “HOVRW.” The quoted price of the public warrants was $0.03 per warrant as of February 29, 2024. |
Government Grants | Government Grants The Company receives payments from government entities primarily for research and development deliverables as part of ongoing development of the Company’s technology and future services offering. Under the Company’s accounting policy for government grants received as a payment for research and development services, grants are recognized on a systematic basis over the periods in which these services are provided and are presented as other income in the statement of operations. Effective June 1, 2021, the Company adopted ASU 832, Government Assistance |
Recent Accounting Standards | Recent Accounting Standards Recently Issued Accounting Pronouncements Not Yet Adopted In August 2020, the Financial Accounting Standards Board issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Debt—Debt with Conversion and Other Options Derivatives and Hedging Earnings Per Share No other recently issued accounting pronouncements had or are expected to have a material impact on the Company’s financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Feb. 29, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Forward Purchase Agreement of Accounts Payable | Robinson incurred $3.8 million of transaction costs, satisfied by a combination of cash and common stock, consisting of banking, legal, and other professional fees, and assumed a $16.6 million derivative liability related to a Forward Purchase Agreement and $0.4 million of accounts payable from Pono. January 12, Forward Purchase Agreement $ 16,596 Accounts Payable 360 Net Liabilities Assumed $ 16,236 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Feb. 29, 2024 | |
Balance Sheet Components [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment consist of the following (in 000’s): Three Months Ended February 29, May 31, Computer Equipment $ 55 $ 37 Leasehold Improvements 18 10 Tools and Equipment 48 27 Website Design 110 — Vehicles 16 16 247 90 Accumulated Depreciation (78 ) (38 ) Total Property and Equipment, net $ 169 $ 52 |
Schedule of Prepaid Expenses | Prepaid Expenses consisted of the following (in 000’s): February 29, May 31, Prepaid insurance $ 264 $ 3 Prepaid software 5 - Prepaid legal fees 67 - Prepaid advisory 1,590 - Other general prepaid expenses 93 - Total Prepaid expenses $ 2,019 $ 3 |
Schedule of Accrued Expenses | Accrued Expenses consisted of the following (in 000’s): February 29, May 31, Accrued professional fees $ 536 - Accrued employee costs 5 48 Accrued capital expenses 80 - Other accrued expenses 183 - Total Accrued expenses $ 804 $ 48 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Feb. 29, 2024 | |
Leases [Abstract] | |
Schedule of Lease Costs | The Company’s lease costs were as follows (in 000’s): Three Months Ended Nine Months Ended February 29, February 28, February 29, February 28, Operating lease cost $ 13 $ 13 $ 38 $ 40 Short-term lease cost 2 3 6 7 Total Lease cost $ 15 $ 16 $ 44 $ 47 |
Schedule of Weighted-Average Remaining Lease Term and Discount Rate | The Company’s weighted-average remaining lease term and discount rate as of February 29, 2024 and February 28, 2023 was as follows: Nine Months Ended February 29, February 28, Weighted-average remaining lease term (years) 2 2 Weighted-average discount rate 10 % 10 % |
Schedule of Minimum Aggregate Future Obligations Non-cancellable Operating Leases | The minimum aggregate future obligations under the Company’s non-cancellable operating leases as of February 29, 2024 were as follows (in 000’s): February 29, Remaining fiscal 2024 $ 14 Fiscal 2025 49 Fiscal 2026 24 Fiscal 2027 and thereafter 8 Total future lease payments 95 Less: imputed interest (10 ) Present value of future lease payments $ 85 |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 9 Months Ended |
Feb. 29, 2024 | |
Convertible Promissory Notes [Abstract] | |
Schedule of Convertible Promissory Notes | The following table presents the principal amounts and accrued interest of the Convertible Promissory Notes as of February 29, 2024: Amount Convertible Promissory Notes May 31, 2022 $ 50 Issuance of additional Convertible Promissory Notes 1,035 Accrued interest 57 Convertible Promissory Notes May 31, 2023 $ 1,142 Issuance of additional Convertible Promissory Notes 300 Accrued interest 54 Conversion of Promissory Notes (1,496 ) Convertible Promissory Notes February 29, 2024 $ - |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Feb. 29, 2024 | |
Fair Value Measurements [Abstract] | |
Schedule of Fair Value Hierarchy of the Valuation Inputs the Company Utilized to Determine such Fair Value | The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of February 29, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Level 1 Level 2 Level 3 February 29, 2024 Liabilities Derivative Liability - Forward Purchase Agreement $ 20,622 $ — $ — $ 20,622 |
Schedule of Level 3 Fair Value Measurements Inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: February 29, Redemption Price $ 10.61 Stock Price $ 1.25 Volatility 53 % Term (years) 2.43 Risk-free rate 4.12 % |
Schedule of Fair Value of the Assets and Liabilities | The change in the fair value of the assets and liabilities, measured with Level 3 inputs, for the nine months ended February 29, 2024 is summarized as follows: February 29, Fair value Derivative Liability as of date of Business Combination $ 16,596 Change in fair value of Forward Purchase Agreement $ 4,026 Fair value as of Derivative Liability February 29, 2024 $ 20,622 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Feb. 29, 2024 | |
Stock-based Compensation [Abstract] | |
Schedule of Fair Value of Stock Options | During the nine months ended February 29, 2024, the Company granted nil February 29, Stock price $ 0.30 Risk-free interest rate 2.8 % Term (years) 5 Volatility 85 % Forfeiture rate 0 % Dividend yield 0 % |
Schedule of Stock Option Activity | A summary of stock option activity for the Company is as follows: Number of Weighted Average Weighted Average Outstanding stock options May 31, 2023 585,230 $ 0.76 7.2 Exercised - - - Expired - - - Outstanding stock options February 29, 2024 585,230 $ 0.76 6.4 Exercisable as of February 29, 2024 195,077 $ 0.76 17.0 |
Net Income (Loss) Per Share A_2
Net Income (Loss) Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Feb. 29, 2024 | |
Net Income (Loss) Per Share Attributable to Common Stockholders [Abstract] | |
Schedule of Basic and Diluted Loss Per Share | The following outlines the Company’s basic and diluted loss per share for the three and nine months ended February 29, 2024 and February 28, 2023 (000’s, except share amounts): Three Months Ended Nine Months Ended February 29, February 28, February 29, February 28, Net Income (loss) $ (5,306 ) $ (269 ) $ (6,463 ) $ (803 ) Basic weighted-average common shares outstanding 11,698,789 6,306,496 8,075,238 6,142,893 Basic and diluted net income (loss) per common share $ (0.45 ) $ (0.04 ) $ (0.80 ) $ (0.13 ) |
Going Concern and Liquidity (De
Going Concern and Liquidity (Details) - USD ($) $ in Thousands | Feb. 29, 2024 | May 31, 2023 |
Going Concern and Liquidity [Abstract] | ||
Accumulated deficit | $ (12,985) | $ (6,523) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Feb. 29, 2024 | May 31, 2023 | |
Summary of Significant Accounting Policies [Line Items] | ||
Issuance shares of common stock (in Shares) | 7,251,939 | |
Proceeds amount | $ 4 | |
Reimbursements expenses | 4,500 | |
Cash | 2,700 | |
Unrecognized tax benefits | ||
Public warrants, per share (in Dollars per share) | $ 0.03 | |
IPO [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Offering cost | $ 3,800 | |
Underwriting fees | 16,600 | |
Deferred underwriting fees | 400 | |
Pono Captial [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Net of redemptions | $ 140,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Forward Purchase Agreement of Accounts Payable $ in Thousands | Jan. 12, 2024 USD ($) |
Schedule of Forward Purchase Agreement of Accounts Payable [Abstract] | |
Forward Purchase Agreement | $ 16,596 |
Accounts Payable | 360 |
Net Liabilities Assumed | $ 16,236 |
Balance Sheet Components (Detai
Balance Sheet Components (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 29, 2024 | Feb. 28, 2023 | Feb. 29, 2024 | Feb. 28, 2023 | |
Balance Sheet Components [Abstract] | ||||
Tools and equipment | $ 20 | |||
Depreciation expenses | $ 21 | $ 17 | $ 41 | $ 32 |
Balance Sheet Components (Det_2
Balance Sheet Components (Details) - Schedule of Property and Equipment, Net - USD ($) $ in Thousands | Feb. 29, 2024 | May 31, 2023 |
Schedule of Property and Equipment, Net [Line Items] | ||
Total Property and Equipment, gross | $ 247 | $ 90 |
Accumulated Depreciation | (78) | (38) |
Total Property and Equipment, net | 169 | 52 |
Computer Equipment [Member] | ||
Schedule of Property and Equipment, Net [Line Items] | ||
Total Property and Equipment, gross | 55 | 37 |
Leasehold Improvements [Member] | ||
Schedule of Property and Equipment, Net [Line Items] | ||
Total Property and Equipment, gross | 18 | 10 |
Tools and Equipment [Member] | ||
Schedule of Property and Equipment, Net [Line Items] | ||
Total Property and Equipment, gross | 48 | 27 |
Website Design [Member] | ||
Schedule of Property and Equipment, Net [Line Items] | ||
Total Property and Equipment, gross | 110 | |
Vehicles [Member] | ||
Schedule of Property and Equipment, Net [Line Items] | ||
Total Property and Equipment, gross | $ 16 | $ 16 |
Balance Sheet Components (Det_3
Balance Sheet Components (Details) - Schedule of Prepaid Expenses - USD ($) $ in Thousands | Feb. 29, 2024 | May 31, 2023 |
Schedule of Prepaid Expenses [Abstract] | ||
Prepaid insurance | $ 264 | $ 3 |
Prepaid software | 5 | |
Prepaid legal fees | 67 | |
Prepaid advisory | 1,590 | |
Other general prepaid expenses | 93 | |
Total Prepaid expenses | $ 2,019 | $ 3 |
Balance Sheet Components (Det_4
Balance Sheet Components (Details) - Schedule of Accrued Expenses - USD ($) $ in Thousands | Feb. 29, 2024 | May 31, 2023 |
Schedule of Accrued Expenses [Abstract] | ||
Accrued professional fees | $ 536 | |
Accrued employee costs | 5 | 48 |
Accrued capital expenses | 80 | |
Other accrued expenses | 183 | |
Total Accrued expenses | $ 804 | $ 48 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Feb. 29, 2024 | Feb. 28, 2023 | |
Leases [Abstract] | ||
Operating lease weighted-average discount rate | 10% | 10% |
Finance lease weighted-average discount rate | 10% | |
Carrying value transferred to property and equipment (in Dollars) | $ 20 | |
Weighted-average remaining lease term | 2 years | 2 years |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Lease Costs - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 29, 2024 | Feb. 28, 2023 | Feb. 29, 2024 | Feb. 28, 2023 | |
Schedule Of Lease Costs Abstract | ||||
Operating lease cost | $ 13 | $ 13 | $ 38 | $ 40 |
Short-term lease cost | 2 | 3 | 6 | 7 |
Total Lease cost | $ 15 | $ 16 | $ 44 | $ 47 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Weighted-Average Remaining Lease Term and Discount Rate | Feb. 29, 2024 | Feb. 28, 2023 |
Schedule Of Weighted Average Remaining Lease Term And Discount Rate Abstract | ||
Weighted-average remaining lease term (years) | 2 years | 2 years |
Weighted-average discount rate | 10% | 10% |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Minimum Aggregate Future Obligations Non-cancellable Operating Leases $ in Thousands | Feb. 29, 2024 USD ($) |
Schedule Of Minimum Aggregate Future Obligations Non Cancellable Operating Leases Abstract | |
Remaining fiscal 2024 | $ 14 |
Fiscal 2025 | 49 |
Fiscal 2026 | 24 |
Fiscal 2027 and thereafter | 8 |
Total future lease payments | 95 |
Less: imputed interest | (10) |
Present value of future lease payments | $ 85 |
Promissory Note (Details)
Promissory Note (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Oct. 18, 2027 | Oct. 15, 2023 | Oct. 19, 2022 | Feb. 29, 2024 | Feb. 28, 2023 | Feb. 29, 2024 | Feb. 28, 2023 | |
Promissory Note (Details) [Line Items] | |||||||
Paid interest expenses | $ 7 | $ 15 | $ 10 | ||||
Promissory Note [Member] | |||||||
Promissory Note (Details) [Line Items] | |||||||
Issued a promissory note | $ 300 | ||||||
Blended payments | $ 8 | ||||||
Forecast [Member] | Promissory Note [Member] | |||||||
Promissory Note (Details) [Line Items] | |||||||
Interest rate per annum | 9.70% |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | ||
Oct. 31, 2023 | May 31, 2022 | Feb. 29, 2024 | May 31, 2023 | |
Convertible Promissory Notes (Details) [Line Items] | ||||
Issuance accrued rate | 10% | |||
Gross proceeds | $ 2,000 | |||
Divided by the aggregate number of outstanding (in Shares) | 15,000,000 | |||
Convertible promissory notes | $ 50 | $ 263 | ||
Fair value of derivative liabilities | ||||
Converted common shares (in Shares) | 517,532 | |||
Investors [Member] | ||||
Convertible Promissory Notes (Details) [Line Items] | ||||
Conversion rate | 80% | |||
Convertible Promissory Note [Member] | ||||
Convertible Promissory Notes (Details) [Line Items] | ||||
Convertible promissory notes | $ 1,035 | |||
Convertible promissory notes | $ 300 |
Convertible Promissory Notes _2
Convertible Promissory Notes (Details) - Schedule of Convertible Promissory Notes - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Feb. 29, 2024 | Feb. 28, 2023 | May 31, 2023 | |
Schedule Of Convertible Promissory Notes Abstract | |||
Convertible Promissory Notes Beginning | $ 263 | $ 50 | $ 50 |
Convertible Promissory Notes Ending | 1,142 | ||
Issuance of additional Convertible Promissory Notes | 300 | 1,035 | |
Accrued interest | 54 | $ 57 | |
Conversion of Promissory Notes | $ (1,496) |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2023 | Feb. 29, 2024 | Feb. 28, 2023 | Feb. 29, 2024 | Feb. 28, 2023 | |
Convertible Notes Payable (Details) [Line Items] | |||||
Percentage of bearing interest | 10% | ||||
Convertible common shares | $ 1,496 | ||||
Interest expenses | $ 75 | $ 143 | |||
Convertible Common Stock [Member] | |||||
Convertible Notes Payable (Details) [Line Items] | |||||
Convertible common shares | $ 5,000 | ||||
Convertible Notes Payable [Member] | |||||
Convertible Notes Payable (Details) [Line Items] | |||||
Received amount | $ 6,700 |
Advances from Shareholder (Deta
Advances from Shareholder (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 22, 2022 | May 31, 2022 | |
Advances from Shareholder [Abstract] | ||
Shareholder outstanding balance | $ 1,979 | |
Issuance of common shares | 2,196,465 |
Term Loan (Details)
Term Loan (Details) $ in Thousands | May 31, 2020 USD ($) |
Term Loan [Abstract] | |
Line of credit | $ 40 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of Fair Value Hierarchy of the Valuation Inputs the Company Utilized to Determine such Fair Value - USD ($) $ in Thousands | Feb. 29, 2024 | May 31, 2023 |
Liabilities | ||
Derivative Liability - Forward Purchase Agreement | $ 20,622 | |
Fair Value, Inputs, Level 1 [Member] | ||
Liabilities | ||
Derivative Liability - Forward Purchase Agreement | ||
Fair Value, Inputs, Level 2 [Member] | ||
Liabilities | ||
Derivative Liability - Forward Purchase Agreement | ||
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities | ||
Derivative Liability - Forward Purchase Agreement | $ 20,622 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Level 3 Fair Value Measurements Inputs | Feb. 29, 2024 |
Redemption Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair Value Measurement Inputs | 10.61 |
Stock Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair Value Measurement Inputs | 1.25 |
Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair Value Measurement Inputs | 53 |
Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair Value Measurement Inputs | 2.43 |
Risk-free rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair Value Measurement Inputs | 4.12 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Fair Value of the Assets and Liabilities | 9 Months Ended |
Feb. 29, 2024 USD ($) | |
Schedule of Fair Value of the Assets and Liabilities [Abstract] | |
Fair value Derivative Liability as of date of Business Combination | $ 16,596 |
Change in fair value of Forward Purchase Agreement | 4,026 |
Fair value as of Derivative Liability February 29, 2024 | $ 20,622 |
Common Stock (Details)
Common Stock (Details) | Feb. 29, 2024 shares |
Common Stock [Abstract] | |
Shares of common stock | 100,000,000 |
Shares of preferred stock | 100,000,000 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 29, 2024 | Feb. 28, 2023 | Feb. 29, 2024 | Feb. 28, 2023 | |
Stock-based Compensation [Abstract] | ||||
Granted stock options (in Shares) | 585,230 | |||
Stock-based compensation expenses | $ 10 | $ 16 | $ 56 | $ 45 |
Stock-based Compensation (Det_2
Stock-based Compensation (Details) - Schedule of Fair Value of Stock Options | 9 Months Ended |
Feb. 29, 2024 $ / shares | |
Schedule of Fair Value of Stock Options [Abstract] | |
Stock price (in Dollars per share) | $ 0.3 |
Risk-free interest rate | 2.80% |
Term (years) | 5 years |
Volatility | 85% |
Forfeiture rate | 0% |
Dividend yield | 0% |
Stock-based Compensation (Det_3
Stock-based Compensation (Details) - Schedule of Stock Option Activity - $ / shares | 9 Months Ended | |
May 31, 2023 | Feb. 29, 2024 | |
Schedule of Stock Option Activity [Abstract] | ||
Number of Shares, beginning | 585,230 | 585,230 |
Weighted Average Exercise Price, beginning | $ 0.76 | $ 0.76 |
Weighted Average Remaining Contractual Life (years), beginning | 7 years 2 months 12 days | 6 years 4 months 24 days |
Number of Shares, Exercisable | 195,077 | |
Weighted Average Exercise Price, Exercisable | $ 0.76 | |
Weighted Average Remaining Contractual Life (years), Exercisable | 17 years | |
Number of Shares, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Weighted Average Remaining Contractual Life (years), Exercised | ||
Number of Shares, Expired | ||
Weighted Average Exercise Price, Expired | ||
Weighted Average Remaining Contractual Life (years), Expired |
Net Income (Loss) Per Share A_3
Net Income (Loss) Per Share Attributable to Common Stockholders (Details) - Schedule of Basic and Diluted Loss Per Share - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Feb. 29, 2024 | Nov. 30, 2023 | Aug. 31, 2023 | Feb. 28, 2023 | Nov. 30, 2022 | Aug. 31, 2022 | Feb. 29, 2024 | Feb. 28, 2023 | |
Schedule of Basic and Diluted Loss Per Share [Abstract] | ||||||||
Net Income (loss) | $ (5,306) | $ (740) | $ (416) | $ (269) | $ (385) | $ (150) | $ (6,463) | $ (803) |
Basic weighted-average common shares outstanding | 11,698,789 | 6,306,496 | 8,075,238 | 6,142,893 | ||||
Basic and net income (loss) per common share | $ (0.45) | $ (0.04) | $ (0.8) | $ (0.13) |
Net Income (Loss) Per Share A_4
Net Income (Loss) Per Share Attributable to Common Stockholders (Details) - Schedule of Basic and Diluted Loss Per Share (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Feb. 29, 2024 | Feb. 28, 2023 | Feb. 29, 2024 | Feb. 28, 2023 | |
Schedule of Basic and Diluted Loss Per Share [Abstract] | ||||
Diluted net income (loss) per common share | $ (0.45) | $ (0.04) | $ (0.80) | $ (0.13) |
Grants and Subsidies (Details)
Grants and Subsidies (Details) - USD ($) shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended |
Feb. 29, 2024 | May 31, 2023 | |
Grants and Subsidies [Abstract] | ||
Funding approved amount | $ 75 | |
Fund issued (in Shares) | 50 | |
Grants fund receivable | $ 15 | |
Remaining amount | 10 | |
Fixed fee fund | $ 366 | |
Fund received | $ 235 | |
Federal government amount | $ 229 |