Document And Entity Information
Document And Entity Information | 12 Months Ended |
May 31, 2024 | |
Document Information Line Items | |
Entity Registrant Name | NEW HORIZON AIRCRAFT LTD. |
Document Type | POS AM |
Amendment Flag | true |
Amendment Description | The Company is filing this Post-Effective Amendment No. 1 to Form S-1 (the “Post-Effective Amendment”) to update the contents of the prospectus contained in the Registration Statement on Form S-1 (No. 333-277063) (as amended, the “Initial Registration Statement”) pursuant to Section 10(a)(3) of the Securities Act in respect of the continuous offering pursuant to Rule 415 of the securities registered hereby.No additional securities are being registered on this Post-Effective Amendment. All applicable registration fees have been paid. |
Entity Central Index Key | 0001930021 |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - CAD ($) $ in Thousands | May 31, 2024 | May 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 1,816 | $ 228 |
Prepaid expenses | 2,431 | 3 |
Other receivables | 417 | 15 |
Total current assets | 4,664 | 246 |
Finance lease assets | 21 | |
Operating lease assets | 75 | 121 |
Property and equipment, net | 205 | 52 |
Total Assets | 4,944 | 440 |
Current liabilities: | ||
Accounts payable | 715 | 172 |
Accrued liabilities | 574 | 48 |
Finance lease liabilities | 3 | |
Operating lease liabilities | 44 | 46 |
Term loan | 40 | |
Promissory note payable | 37 | |
Convertible debentures | 1,142 | |
Total current liabilities | 1,333 | 1,488 |
Warrant liabilities | 576 | |
Promissory note payable | 263 | |
Operating lease liabilities | 30 | 74 |
Total Liabilities | 22,877 | 1,825 |
Shareholders’ Equity (Deficit): | ||
Class A ordinary shares, no par value; 100,000,000 shares authorized; 18,607,931 issued and outstanding (5,075,420 as of May 31, 2023) | 74,406 | 5,083 |
Additional paid-in capital | (77,656) | 55 |
Accumulated deficit | (14,683) | (6,523) |
Total Shareholders’ Deficit | (17,933) | (1,385) |
Total Liabilities and Shareholders’ (Deficit) | 4,944 | 440 |
Forward Purchase Agreement | ||
Current liabilities: | ||
Forward Purchase Agreement | $ 20,938 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - Class A Ordinary Shares - $ / shares | May 31, 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 | 18,607,931 | 5,075,420 |
Ordinary shares, shares outstanding | 18,607,931 | 5,075,420 |
Consolidated Statements of Oper
Consolidated Statements of Operations - CAD ($) $ in Thousands | 12 Months Ended | |
May 31, 2024 | May 31, 2023 | |
Operating expenses | ||
Research and development | $ 880 | $ 676 |
General and administrative | 3,744 | 787 |
Total operating expenses | 4,624 | 1,463 |
Loss from operations | (4,624) | (1,463) |
Other income | (575) | (290) |
Interest expenses (income), net | 163 | 74 |
Warrant income | (394) | |
Change in fair value of Forward Purchase Agreement | 4,342 | |
Total other expenses | 3,536 | (216) |
Loss before income taxes | (8,160) | (1,247) |
Income tax expense | ||
Net Loss | $ (8,160) | $ (1,247) |
Basic weighted average Common shares outstanding (in Shares) | 10,717,378 | 7,326,310 |
Basic net loss per share, Common shares (in Dollars per share) | $ (0.76) | $ (0.17) |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
May 31, 2024 | May 31, 2023 | |
Income Statement [Abstract] | ||
Diluted weighted average Common shares outstanding | 10,717,378 | 7,326,310 |
Diluted net loss per share, Common shares | $ (0.76) | $ (0.17) |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit) - CAD ($) $ in Thousands | Ordinary Shares Class A | Ordinary Shares Class B | Ordinary Shares Non-Voting | Additional Paid-in Capital | 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 | 55 | 55 | ||||
Net Loss | (1,247) | (1,247) | ||||
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 | 66 | 66 | ||||
Net Loss | (8,160) | (8,160) | ||||
Conversion of Convertible Debentures | $ 1,496 | 1,496 | ||||
Conversion of Convertible Debentures (in Shares) | 517,352 | |||||
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 | $ 56,720 | (76,807) | (20,087) | |||
New Horizon Shares on Effective Date (in Shares) | 7,639,434 | |||||
Warrant Issuance | (970) | (970) | ||||
Capital Markets Advisory Shares | $ 2,706 | 2,706 | ||||
Capital Markets Advisory Shares (in Shares) | 965,179 | |||||
Underwriter Shares Issued | ||||||
Underwriter Shares Issued (in Shares) | 385,016 | |||||
Incentive Shares | ||||||
Incentive Shares (in Shares) | 954,013 | |||||
Balance at May. 31, 2024 | $ 74,406 | $ (77,656) | $ (14,683) | $ (17,933) | ||
Balance (in Shares) at May. 31, 2024 | 18,607,931 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - CAD ($) $ in Thousands | 12 Months Ended | |
May 31, 2024 | May 31, 2023 | |
Cash Flows used in Operating Activities: | ||
Net Loss | $ (8,160) | $ (1,247) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 56 | 27 |
Non-cash lease expense | 56 | |
Stock-based compensation | 66 | 55 |
Non-cash interest | 196 | 57 |
Change in fair value of Forward Purchase Agreement | 4,342 | |
Change in Warrant liability | (394) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 278 | |
Other receivables | (402) | (15) |
Accounts payable | 184 | 36 |
Accrued liabilities | 526 | (2) |
Operating leases | (54) | |
Net cash used in operating activities | (3,308) | (1,087) |
Cash Flows used in Investing Activities: | ||
Purchase of property and equipment | (209) | |
Net cash used in investing activities | (209) | |
Cash Flows from Financing Activities: | ||
Finance lease payments | 18 | (19) |
Proceeds from issuance of Convertible debentures | 6,700 | 1,035 |
Outflow from Business Combination | (1,573) | |
Proceeds from issuance of note payable | 300 | |
Repayment of Shareholder loans | (5) | |
Repayment of Term loan | (40) | |
Net cash provided by financing activities | 5,105 | 1,311 |
Net Change in Cash and Cash Equivalents | 1,588 | 224 |
Cash and Cash Equivalents - Beginning of year | 228 | 4 |
Cash and Cash Equivalents - End of year | 1,816 | 228 |
Supplemental cash flow information | ||
Conversion of Convertible debentures | 1,496 | |
Taxes paid | ||
Interest paid | 23 | 14 |
Settlement of Shareholder Advances | $ 1,979 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
May 31, 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 cost-effective and energy efficient 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, 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 consolidated 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 | 12 Months Ended |
May 31, 2024 | |
Going Concern and Liquidity [Abstract] | |
Going Concern and Liquidity | NOTE 2. Going Concern and Liquidity The accompanying 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 May 31, 2024, we have incurred cumulative losses from operations, negative cash flows from operating activities, and have an accumulated deficit of $14.7 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 and anticipated August 2024 sale of securities, 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 consolidated financial statements were available to be issued, there is substantial doubt 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 | 12 Months Ended |
May 31, 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 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”). These consolidated financial statements include all the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated on consolidation. These consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s financial position, results of operations, and cash flows for the periods presented. Certain prior period amounts have been reclassified to conform to the current year’s presentation. All figures are in thousands of Canadian dollars unless noted otherwise. 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 (specifically, 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 Accounting Standards Codification (“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 consolidated 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 decreased using an 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 Private Investment in Public Equity (“PIPE”) Shares that were outstanding at the Closing Date. The Company raised $4 in 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 $3.1 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, $1.0 million warrant liability, and $0.4 million of accounts payable from Pono. January 12, Forward Purchase Agreement $ 16,596 Warrant Liability 970 Accounts Payable 360 Net Liabilities Assumed $ 17,926 Use of Estimates The preparation of the 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 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 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 Financial Instruments, Business Combinations, Going Concern, and stock-based compensation. Cash and Cash Equivalents 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 May 31, 2024 and May 31, 2023. Income Taxes Income taxes are provided in accordance with ASC Topic 740, Income Taxes Deferred tax assets are reduced by a valuation allowance, when, in the opinion of management, it is likely that some portion of the deferred tax asset will not be realized. Deferred taxes are adjusted for the effects of changes in tax laws and rates. Interest and penalties, if applicable, are recorded in the Company’s statement of operations. 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 Company’s 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 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 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 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 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 consolidated statements of operations. The warrants were determined to be recorded as liabilities. Public Warrants The measurement of the public warrants as of May 31, 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 May 31, 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 | 12 Months Ended |
May 31, 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 CAD): Year Ended May 31, May 31, Computer Equipment $ 66 $ 37 Leasehold Improvements 17 10 Tools and Equipment 48 27 Website Development 152 — Vehicles 16 16 299 90 Accumulated Depreciation (94 ) (38 ) Total Property and Equipment, net $ 205 $ 52 The Company’s finance lease ended during the year ended May 31, 2024. The Company exercised the permitted purchase option and recorded an addition to tools and equipment in the amount of $20 (May 31, 2023 - $ nil Depreciation expenses of $56 for the year ended May 31, 2024 (May 31, 2023 - $27), has been recorded in General and Administrative expenses in the consolidated statements of operations. Prepaid Expenses Prepaid Expenses consisted of the following (in 000’s CAD): May 31, May 31, Prepaid insurance $ 482 $ 3 Prepaid rent 1 - Prepaid software 10 - Prepaid capital market services 1,938 - Total Prepaid expenses $ 2,431 $ 3 Prepaid capital market services are assets that have been obtained to support the Company’s operations subsequent to the Business Combination with a combination of cash and common shares and are being expensed in the consolidated statements of operations over the term of the agreements. Accrued Expenses Accrued Expenses consisted of the following (in 000’s CAD): May 31, May 31, Accrued professional fees $ 406 - Accrued employee costs 84 48 Other accrued expenses 84 - Total Accrued expenses $ 574 $ 48 |
Leases
Leases | 12 Months Ended |
May 31, 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 during all periods presented was 10%. During the year ended May 31, 2024 the Company’s finance lease expired, and a purchase option was exercised. The purchase price 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 1 The Company’s lease costs were as follows (in 000’s CAD): May 31, May 31, Operating lease cost $ 51 $ 56 Short-term lease cost 8 9 Total Lease cost $ 59 $ 65 The Company’s weighted-average remaining lease term and discount rate as of May 31, 2024 and May 31, 2023 was as follows: Year Ended May 31, May 31, Weighted-average remaining lease term (years) 1 2 Weighted-average discount rate 10 % 10 % The minimum aggregate future obligations under the Company’s non-cancellable operating leases as of May 31, 2024 were as follows (in 000’s CAD): May 31, fiscal 2025 49 fiscal 2026 24 fiscal 2027 and thereafter 8 Total future lease payments 81 Less: imputed interest (7 ) Present value of future lease payments $ 74 |
Promissory Note
Promissory Note | 12 Months Ended |
May 31, 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 year ended May 31, 2024, the Company recorded and paid interest expenses of $15 (May 31, 2023 - $10). The Company repaid the loan in its entirety including all accrued interest on November 9, 2023. |
Convertible Promissory Notes
Convertible Promissory Notes | 12 Months Ended |
May 31, 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. During the year ended May 31, 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 May 31, 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 May 31, 2024 $ - 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 | 12 Months Ended |
May 31, 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 listed 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 $143 of interest expenses related to these Convertible Notes payable during the year ended May 31, 2024 (May 31, 2023 – $ nil |
Advances from Shareholder
Advances from Shareholder | 12 Months Ended |
May 31, 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 | 12 Months Ended |
May 31, 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 | 12 Months Ended |
May 31, 2024 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | NOTE 11. Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of May 31, 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 May 31, 2024 Liabilities Derivative Liability - Forward Purchase Agreement $ 20,938 $ — $ — $ 20,938 Derivative Liability - Warrants $ 576 $ 549 $ — $ 27 Total $ 21,514 $ 549 $ — $ 20,965 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 related to the Forward Purchase Agreement at their measurement dates: May 31, Redemption Price $ 10.61 Stock Price $ 0.80 Volatility 53 % Term (years) 2.18 Risk-free rate 4.51 % The change in the fair value of the assets and liabilities, measured with Level 3 inputs, for the year ended May 31, 2024 is summarized as follows: May 31, Fair value Derivative Liabilities as of date of Business Combination $ 16,641 Change in fair value of Forward Purchase Agreement 4,342 Change in fair value of Warrants (18 ) Fair value Derivative Liabilities as of May 31, 2024 $ 20,965 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 common stock based on implied volatility from the Company’s traded common stock and from historical volatility of select peer company’s shares that matches the expected remaining life of the Forward Purchase Agreement. 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 common stock. 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 could change the valuation significantly. The Company will not have any monetary obligations in connection with the Forward Purchase Agreement. |
Common Stock
Common Stock | 12 Months Ended |
May 31, 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 Company’s Articles and Notice of Articles, the Company is authorized to issue the following shares and classes of capital stock, each with no par value: (i) an unlimited number of Class A ordinary shares; and (ii) an unlimited number of Class B ordinary shares. The holder of each ordinary share is entitled to one vote. As of May 31, 2024 there were warrants outstanding of 12,065,375 at an exercise price of $11.50 USD to purchase an equivalent number of Class A Ordinary Shares. The Company has retroactively adjusted the shares issued and outstanding prior to January 12, 2024 to give effect to the Exchange Ratio. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
May 31, 2024 | |
Stock-Based Compensation [Abstract] | |
Stock-based Compensation | NOTE 13. Stock-based Compensation In August 2022, the Company established a Stock Option Plan, superseded by the 2023 Equity Incentive Plan (the “Option Plan”), under which the Company’s Board of Directors may, from time-to-time, in its discretion, grant stock options to directors, officers, consultants and employees of the Company. Stock options outstanding vest in equal tranches over a period of three years. During the year ended May 31, 2024, the Company granted 100,000 stock options (May 31, 2023 – 585,230). The Company estimated the fair value of the stock options on the date of grant using the Black-Scholes option-pricing model with the following assumptions: May 31, May 31, Stock price USD$ 0.85 $CAD 0.30 Risk-free interest rate 4.5 % 2.8 % Term (years) 5 5 Volatility 85 % 85 % Forfeiture rate 0 % 0 % Dividend yield 0 % 0 % A summary of stock option activity for the Company is as follows: Number of Weighted Weighted Aggregate Outstanding stock options May 31, 2023 585,230 $ 0.56 6.2 $ 465 Exercised - - - - Expired - - - - Issued May 30, 2024 100,000 $ 0.85 10.0 $ - Outstanding stock options May 31, 2024 685,230 $ 0.60 6.8 $ 139 Exercisable as of May 31, 2024 195,077 $ 0.56 6.2 $ 46 During the year ended May 31, 2024, the Company recorded stock-based compensation expenses of $66 (May 31, 2023 - $55). The weighted average grant date fair value of the stock options issued was $0.59 USD (May 31, 2023 - $0.20 USD). 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 | 12 Months Ended |
May 31, 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 year ended May 31, 2024 and May 31, 2023 (000’s CAD, except share amounts): Year Ended May 31, May 31, Net Income (loss) $ (8,160 ) $ (1,247 ) Basic weighted-average common shares outstanding 10,717,378 7,326,310 Basic and diluted net income (loss) per common share $ (0.76 ) $ (0.17 ) |
Grants and Subsidies
Grants and Subsidies | 12 Months Ended |
May 31, 2024 | |
Grants and Subsidies [Abstract] | |
Grants and Subsidies | NOTE 15. Grants and Subsidies 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 with the balance of $25 received during the year ended May 31, 2024. Innovation 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 ended May 31, 2023, a fixed fee fund of $366 was approved. As of May 31, 2024, the Company had received $235 of this amount. Scientific Research and Experimental Development In July 2023, in connection with the year ended 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. In connection with the year ended May 31, 2024, the Company has accrued $305 of SRED credits recorded in Other income and included in Other Receivables as of May 31, 2024 that are expected to be received in the fiscal year ended May 31, 2025. |
Income Taxes
Income Taxes | 12 Months Ended |
May 31, 2024 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 16. INCOME TAXES The Company accounts for income taxes according to the provisions of ASC 740, which prescribes an asset and liability approach for computing deferred income taxes. Reconciliations of incomes taxes computed at the statutory federal rate to income tax expense (benefit) for the years ended May 31, 2024 and 2023 are as follows: Year Ended May 31, May 31, Net Income (Loss) before income taxes $ (8,160 ) $ (1,247 ) Expected income tax (recovery) expense (2,203 ) (320 ) Change in fair value of Forward Purchase Agreement and other non-deductible expenses 1,094 11 Change in valuation allowance 1,109 309 Income tax (recovery) $ - $ - The Company intends to be treated as a United States corporation for United States federal income tax purposes under section 7874 of the U.S. Tax Code and is expected to be subject to United States federal income tax. However, for Canadian tax purposes, the Company is expected, regardless of any application of section 7874 of the U.S. Tax Code, to be treated as a Canadian resident company (as defined in the Canadian Income Tax Act for Canadian income tax purposes). Accordingly, Horizon will be subject to taxation in both Canada and the United States. The following table summarized the components of deferred tax: May 31, May 31, Deferred Tax Assets Finance Lease Liabilities $ 20 $ 31 Operating tax losses carried forward 1,742 675 Property and equipment 19 4 Other tax pools 96 70 Valuation allowance (1,857 ) (748 ) Net Deferred Tax Assets 20 32 Deferred Tax Liabilities Right of Use assets (20 ) (32 ) Total Deferred Tax Liabilities (20 ) (32 ) Net Deferred Tax Asset (Liability) $ - $ - A valuation allowance has been recognized to offset the entire effect of the Company’s net deferred tax asset as the realization of this deferred tax benefit is uncertain. The valuation allowance increased by $1,109 for the year-ended May 31, 2024. This is primarily due to the increase of federal, provincial, and state net operating losses. The Company has analyzed filing positions in all of the federal, provincial, and state jurisdictions where it is required to file income tax returns. The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company’s financial condition, results of operations, or cash flows. Therefore, no reserves for uncertain income tax positions have been recorded. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
May 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 17. RELATED PARTY TRANSACTIONS There were no identifiable related party transactions for the periods presented other than the Advance from Shareholder disclosed in Note 9. |
Subsequent Events
Subsequent Events | 12 Months Ended |
May 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18. SUBSEQUENT EVENTS The Company has evaluated subsequent events from June 1, 2024 through to the date of this filing Form 10-K and determined that there have been no reportable subsequent events. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
May 31, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Principles of Consolidation and Financial Statement Presentation The accompanying 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”). These consolidated financial statements include all the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated on consolidation. These consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s financial position, results of operations, and cash flows for the periods presented. Certain prior period amounts have been reclassified to conform to the current year’s presentation. All figures are in thousands of Canadian dollars unless noted otherwise. |
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 (specifically, 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 Accounting Standards Codification (“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 consolidated 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 decreased using an 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 Private Investment in Public Equity (“PIPE”) Shares that were outstanding at the Closing Date. The Company raised $4 in 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 $3.1 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, $1.0 million warrant liability, and $0.4 million of accounts payable from Pono. January 12, Forward Purchase Agreement $ 16,596 Warrant Liability 970 Accounts Payable 360 Net Liabilities Assumed $ 17,926 |
Use of Estimates | Use of Estimates The preparation of the 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 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 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 Financial Instruments, Business Combinations, Going Concern, and stock-based compensation. |
Cash and Cash Equivalents | Cash and Cash Equivalents 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 May 31, 2024 and May 31, 2023. |
Income Taxes | Income Taxes Income taxes are provided in accordance with ASC Topic 740, Income Taxes Deferred tax assets are reduced by a valuation allowance, when, in the opinion of management, it is likely that some portion of the deferred tax asset will not be realized. Deferred taxes are adjusted for the effects of changes in tax laws and rates. Interest and penalties, if applicable, are recorded in the Company’s statement of operations. |
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 Company’s 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 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 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 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 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 consolidated statements of operations. The warrants were determined to be recorded as liabilities. |
Public Warrants | Public Warrants The measurement of the public warrants as of May 31, 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 May 31, 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) | 12 Months Ended |
May 31, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Forward Purchase Agreement of Accounts Payable | January 12, Forward Purchase Agreement $ 16,596 Warrant Liability 970 Accounts Payable 360 Net Liabilities Assumed $ 17,926 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
May 31, 2024 | |
Balance Sheet Components [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following (in 000’s CAD): Year Ended May 31, May 31, Computer Equipment $ 66 $ 37 Leasehold Improvements 17 10 Tools and Equipment 48 27 Website Development 152 — Vehicles 16 16 299 90 Accumulated Depreciation (94 ) (38 ) Total Property and Equipment, net $ 205 $ 52 |
Schedule of Prepaid Expenses | Prepaid Expenses consisted of the following (in 000’s CAD): May 31, May 31, Prepaid insurance $ 482 $ 3 Prepaid rent 1 - Prepaid software 10 - Prepaid capital market services 1,938 - Total Prepaid expenses $ 2,431 $ 3 |
Schedule of Accrued Expenses | Accrued Expenses consisted of the following (in 000’s CAD): May 31, May 31, Accrued professional fees $ 406 - Accrued employee costs 84 48 Other accrued expenses 84 - Total Accrued expenses $ 574 $ 48 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
May 31, 2024 | |
Leases [Abstract] | |
Schedule of Lease Costs | The Company’s lease costs were as follows (in 000’s CAD): May 31, May 31, Operating lease cost $ 51 $ 56 Short-term lease cost 8 9 Total Lease cost $ 59 $ 65 Year Ended May 31, May 31, Weighted-average remaining lease term (years) 1 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 May 31, 2024 were as follows (in 000’s CAD): May 31, fiscal 2025 49 fiscal 2026 24 fiscal 2027 and thereafter 8 Total future lease payments 81 Less: imputed interest (7 ) Present value of future lease payments $ 74 |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 12 Months Ended |
May 31, 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 May 31, 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 May 31, 2024 $ - |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
May 31, 2024 | |
Fair Value Measurements [Abstract] | |
Schedule of Fair Value of Financial Assets and liabilities that are Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of May 31, 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 May 31, 2024 Liabilities Derivative Liability - Forward Purchase Agreement $ 20,938 $ — $ — $ 20,938 Derivative Liability - Warrants $ 576 $ 549 $ — $ 27 Total $ 21,514 $ 549 $ — $ 20,965 |
Schedule of Level 3 Fair Value Measurements Inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs related to the Forward Purchase Agreement at their measurement dates: May 31, Redemption Price $ 10.61 Stock Price $ 0.80 Volatility 53 % Term (years) 2.18 Risk-free rate 4.51 % |
Schedule of Change in the 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 year ended May 31, 2024 is summarized as follows: May 31, Fair value Derivative Liabilities as of date of Business Combination $ 16,641 Change in fair value of Forward Purchase Agreement 4,342 Change in fair value of Warrants (18 ) Fair value Derivative Liabilities as of May 31, 2024 $ 20,965 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
May 31, 2024 | |
Stock-Based Compensation [Abstract] | |
Schedule of Fair Value of Stock Options | The Company estimated the fair value of the stock options on the date of grant using the Black-Scholes option-pricing model with the following assumptions: May 31, May 31, Stock price USD$ 0.85 $CAD 0.30 Risk-free interest rate 4.5 % 2.8 % Term (years) 5 5 Volatility 85 % 85 % Forfeiture rate 0 % 0 % Dividend yield 0 % 0 % |
Schedule of Stock Option Activity | A summary of stock option activity for the Company is as follows: Number of Weighted Weighted Aggregate Outstanding stock options May 31, 2023 585,230 $ 0.56 6.2 $ 465 Exercised - - - - Expired - - - - Issued May 30, 2024 100,000 $ 0.85 10.0 $ - Outstanding stock options May 31, 2024 685,230 $ 0.60 6.8 $ 139 Exercisable as of May 31, 2024 195,077 $ 0.56 6.2 $ 46 |
Net Income (Loss) Per Share A_2
Net Income (Loss) Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
May 31, 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 year ended May 31, 2024 and May 31, 2023 (000’s CAD, except share amounts): Year Ended May 31, May 31, Net Income (loss) $ (8,160 ) $ (1,247 ) Basic weighted-average common shares outstanding 10,717,378 7,326,310 Basic and diluted net income (loss) per common share $ (0.76 ) $ (0.17 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
May 31, 2024 | |
Income Taxes [Abstract] | |
Schedule of Applicable Federal and Provincial Statutory Rates | Reconciliations of incomes taxes computed at the statutory federal rate to income tax expense (benefit) for the years ended May 31, 2024 and 2023 are as follows: Year Ended May 31, May 31, Net Income (Loss) before income taxes $ (8,160 ) $ (1,247 ) Expected income tax (recovery) expense (2,203 ) (320 ) Change in fair value of Forward Purchase Agreement and other non-deductible expenses 1,094 11 Change in valuation allowance 1,109 309 Income tax (recovery) $ - $ - |
Schedule of Deferred Tax Assets and Liabilities | The following table summarized the components of deferred tax: May 31, May 31, Deferred Tax Assets Finance Lease Liabilities $ 20 $ 31 Operating tax losses carried forward 1,742 675 Property and equipment 19 4 Other tax pools 96 70 Valuation allowance (1,857 ) (748 ) Net Deferred Tax Assets 20 32 Deferred Tax Liabilities Right of Use assets (20 ) (32 ) Total Deferred Tax Liabilities (20 ) (32 ) Net Deferred Tax Asset (Liability) $ - $ - |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) | 12 Months Ended |
May 31, 2024 | |
Organization and Nature of Business [Abstract] | |
Entity Incorporation, Date of Incorporation | Mar. 11, 2022 |
Going Concern and Liquidity (De
Going Concern and Liquidity (Details) - CAD ($) $ in Thousands | May 31, 2024 | May 31, 2023 |
Going Concern and Liquidity [Abstract] | ||
Accumulated deficit | $ (14,683) | $ (6,523) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ / shares in Units, $ / shares in Units, $ in Millions | 12 Months Ended | |||
May 31, 2024 CAD ($) $ / shares shares | May 31, 2024 USD ($) $ / shares | Jan. 12, 2024 CAD ($) | May 31, 2023 CAD ($) | |
Summary of Significant Accounting Policies [Line Items] | ||||
Proceeds | $ 4 | |||
Reimbursements expenses | 4,500,000 | |||
Payment for reimbursement | 2,700,000 | |||
Transaction costs | 3,100,000 | |||
Warrant liability (in Dollars) | 576,000 | $ 970,000 | ||
Deferred underwriting fees | $ 400,000 | |||
Price per warrant (in Dollars per share) | $ / shares | $ 0.03 | |||
Pono Captial [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Net of redemptions | $ 140,000,000 | |||
Warrant [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Warrant liability (in Dollars) | $ 1 | |||
Price per warrant (in Dollars per share) | $ / shares | $ 11.5 | |||
Forward Purchase Agreement [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Derivative liability | $ 16,600,000 | |||
Common Stock [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Shares issued upon conversion (in Shares) | shares | 7,251,939 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Forward Purchase Agreement of Accounts Payable - CAD ($) $ in Thousands | May 31, 2024 | Jan. 12, 2024 | May 31, 2023 |
Schedule of Forward Purchase Agreement of Accounts Payable [Abstract] | |||
Forward Purchase Agreement | $ 16,596 | ||
Warrant Liability | $ 576 | 970 | |
Accounts Payable | 360 | ||
Net Liabilities Assumed | $ 17,926 |
Balance Sheet Components (Detai
Balance Sheet Components (Details) - CAD ($) $ in Thousands | 12 Months Ended | |
May 31, 2024 | May 31, 2023 | |
Balance Sheet Components [Abstract] | ||
Tools and equipment | $ 20 | |
Depreciation expenses | $ 56 | $ 27 |
Balance Sheet Components (Det_2
Balance Sheet Components (Details) - Schedule of Property and Equipment - CAD ($) $ in Thousands | May 31, 2024 | May 31, 2023 |
Schedule of Property and Equipment [Line Items] | ||
Total Property and Equipment, gross | $ 299 | $ 90 |
Accumulated Depreciation | (94) | (38) |
Total Property and Equipment, net | 205 | 52 |
Computer Equipment [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Total Property and Equipment, gross | 66 | 37 |
Leasehold Improvements [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Total Property and Equipment, gross | 17 | 10 |
Tools and Equipment [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Total Property and Equipment, gross | 48 | 27 |
Website Development [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Total Property and Equipment, gross | 152 | |
Vehicles [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Total Property and Equipment, gross | $ 16 | $ 16 |
Balance Sheet Components (Det_3
Balance Sheet Components (Details) - Schedule of Prepaid Expenses - CAD ($) $ in Thousands | May 31, 2024 | May 31, 2023 |
Schedule of Prepaid Expenses [Abstract] | ||
Prepaid insurance | $ 482 | $ 3 |
Prepaid rent | 1 | |
Prepaid software | 10 | |
Prepaid capital market services | 1,938 | |
Total Prepaid expenses | $ 2,431 | $ 3 |
Balance Sheet Components (Det_4
Balance Sheet Components (Details) - Schedule of Accrued Expenses - CAD ($) $ in Thousands | May 31, 2024 | May 31, 2023 |
Schedule of Accrued Expenses [Abstract] | ||
Accrued professional fees | $ 406 | |
Accrued employee costs | 84 | 48 |
Other accrued expenses | 84 | |
Total Accrued expenses | $ 574 | $ 48 |
Leases (Details)
Leases (Details) - CAD ($) $ in Thousands | 12 Months Ended | |
May 31, 2024 | May 31, 2023 | |
Leases [Abstract] | ||
Operating lease weighted-average discount rate | 10% | 10% |
Finance lease weighted-average discount rate | 10% | |
Purchase price (in Dollars) | $ 20 | |
Weighted-average remaining lease term | 1 year | 2 years |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Lease Costs - CAD ($) $ in Thousands | 12 Months Ended | |
May 31, 2024 | May 31, 2023 | |
Lease, Cost [Abstract] | ||
Operating lease cost | $ 51 | $ 56 |
Short-term lease cost | 8 | 9 |
Total Lease cost | $ 59 | $ 65 |
Weighted-average remaining lease term (years) | 1 year | 2 years |
Weighted-average discount rate | 10% | 10% |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Minimum Aggregate Future Obligations Non-cancellable Operating Leases $ in Thousands | May 31, 2024 CAD ($) |
Schedule Of Minimum Aggregate Future Obligations Non Cancellable Operating Leases [Abstract] | |
fiscal 2025 | $ 49 |
fiscal 2026 | 24 |
fiscal 2027 and thereafter | 8 |
Total future lease payments | 81 |
Less: imputed interest | (7) |
Present value of future lease payments | $ 74 |
Promissory Note (Details)
Promissory Note (Details) - CAD ($) $ in Thousands | 12 Months Ended | ||||
Oct. 18, 2027 | Oct. 15, 2023 | Oct. 19, 2022 | May 31, 2024 | May 31, 2023 | |
Promissory Note [Line Items] | |||||
Paid interest expenses | $ 15 | $ 10 | |||
Promissory Note [Member] | |||||
Promissory Note [Line Items] | |||||
Issued a promissory note | $ 300 | ||||
Blended payments | $ 8 | ||||
Forecast [Member] | Promissory Note [Member] | |||||
Promissory Note [Line Items] | |||||
Interest rate per annum | 9.70% |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details) - CAD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2023 | May 31, 2022 | May 31, 2024 | May 31, 2023 | |
Debt Instrument [Line Items] | ||||
Issuance accrued rate | 10% | |||
Gross proceeds | $ 2,000 | |||
Issued convertible promissory notes | 6,700 | $ 1,035 | ||
Proceeds from additional convertible promissory notes | $ 300 | |||
Converted common shares (in Shares) | 517,532 | |||
Investors [Member] | ||||
Debt Instrument [Line Items] | ||||
Conversion rate | 80% | |||
Convertible Promissory Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Issued convertible promissory notes | $ 6,700 | $ 1,035 | ||
Common Stock [Member] | ||||
Debt Instrument [Line Items] | ||||
Share value | $ 15,000 |
Convertible Promissory Notes _2
Convertible Promissory Notes (Details) - Schedule of Convertible Promissory Notes - Convertible Promissory Notes [Member] - CAD ($) $ in Thousands | 12 Months Ended | |
May 31, 2024 | May 31, 2023 | |
Schedule of Convertible Promissory Notes [Line Items] | ||
Convertible Promissory Notes Beginning | $ 50 | |
Issuance of additional Convertible Promissory Notes | $ 300 | 1,035 |
Conversion of Promissory Notes | (1,496) | |
Accrued interest | 54 | 57 |
Convertible Promissory Notes Ending | $ 1,142 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) $ in Thousands, $ in Thousands | 12 Months Ended | |||
Oct. 31, 2023 CAD ($) | Oct. 31, 2023 USD ($) | May 31, 2024 CAD ($) | May 31, 2023 CAD ($) | |
Convertible Notes Payable [Line Items] | ||||
Proceeds from convertible notes payable | $ 6,700 | $ 1,035 | ||
Interest rate | 10% | 10% | ||
Convertible common shares (in Dollars) | 1,496 | |||
Interest expenses | $ 143 | |||
Convertible Notes Payable [Member] | ||||
Convertible Notes Payable [Line Items] | ||||
Proceeds from convertible notes payable | $ 6,700 | $ 1,035 | ||
Convertible Common Stock [Member] | ||||
Convertible Notes Payable [Line Items] | ||||
Convertible common shares (in Dollars) | $ 5,000 |
Advances from Shareholder (Deta
Advances from Shareholder (Details) - CAD ($) $ in Thousands | 12 Months Ended | |||
Jun. 24, 2022 | May 31, 2022 | May 31, 2024 | May 31, 2023 | |
Advances from Shareholder [Abstract] | ||||
Outstanding balance from shareholder | $ 1,979 | $ 1,979 | ||
Shares issued | 2,196,465 |
Term Loan (Details)
Term Loan (Details) $ in Thousands | May 31, 2020 CAD ($) |
Term Loan [Abstract] | |
Line of credit | $ 40 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of Fair Value of Financial Assets and liabilities that are Measured at Fair Value on a Recurring Basis - CAD ($) $ in Thousands | May 31, 2024 | Jan. 12, 2024 | May 31, 2023 |
Liabilities | |||
Derivative Liability - Warrants | $ 576 | $ 970 | |
Total | 21,514 | ||
Forward Purchase Agreement [Member] | |||
Liabilities | |||
Derivative Liability - Forward Purchase Agreement | 20,938 | ||
Warrants [Member] | |||
Liabilities | |||
Derivative Liability - Warrants | 576 | ||
Fair Value, Recurring [Member] | Level 1 [Member] | |||
Liabilities | |||
Total | 549 | ||
Fair Value, Recurring [Member] | Level 2 [Member] | |||
Liabilities | |||
Total | |||
Fair Value, Recurring [Member] | Level 3 [Member] | |||
Liabilities | |||
Total | 20,965 | ||
Fair Value, Recurring [Member] | Forward Purchase Agreement [Member] | Level 1 [Member] | |||
Liabilities | |||
Derivative Liability - Forward Purchase Agreement | |||
Fair Value, Recurring [Member] | Forward Purchase Agreement [Member] | Level 2 [Member] | |||
Liabilities | |||
Derivative Liability - Forward Purchase Agreement | |||
Fair Value, Recurring [Member] | Forward Purchase Agreement [Member] | Level 3 [Member] | |||
Liabilities | |||
Derivative Liability - Forward Purchase Agreement | 20,938 | ||
Fair Value, Recurring [Member] | Warrants [Member] | Level 1 [Member] | |||
Liabilities | |||
Derivative Liability - Warrants | 549 | ||
Fair Value, Recurring [Member] | Warrants [Member] | Level 2 [Member] | |||
Liabilities | |||
Derivative Liability - Warrants | |||
Fair Value, Recurring [Member] | Warrants [Member] | Level 3 [Member] | |||
Liabilities | |||
Derivative Liability - Warrants | $ 27 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Level 3 Fair Value Measurements Inputs | May 31, 2024 |
Redemption Price [Member] | |
Schedule of Level 3 Fair Value Measurements Inputs [Line items] | |
Fair Value Measurement Inputs | 10.61 |
Stock Price [Member] | |
Schedule of Level 3 Fair Value Measurements Inputs [Line items] | |
Fair Value Measurement Inputs | 0.8 |
Volatility [Member] | |
Schedule of Level 3 Fair Value Measurements Inputs [Line items] | |
Fair Value Measurement Inputs | 53 |
Term (years) [Member] | |
Schedule of Level 3 Fair Value Measurements Inputs [Line items] | |
Fair Value Measurement Inputs | 2.18 |
Risk-free rate [Member] | |
Schedule of Level 3 Fair Value Measurements Inputs [Line items] | |
Fair Value Measurement Inputs | 4.51 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Change in the Fair Value of the Assets and Liabilities - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 12 Months Ended |
May 31, 2024 CAD ($) | |
Schedule of Change in the Fair Value of the Assets and Liabilities [Line Items] | |
Fair value Derivative Liabilities as of date of Business Combination | $ 16,641 |
Change in fair value of Forward Purchase Agreement | 4,342 |
Change in fair value of Warrants | (18) |
Fair value Derivative Liabilities as of May 31, 2024 | $ 20,965 |
Common Stock (Details)
Common Stock (Details) | 12 Months Ended | |
May 31, 2024 $ / shares shares | May 31, 2024 $ / shares shares | |
Common Stock [Line Items] | ||
Voting rights | one | |
Warrants exercise price | $ 0.03 | |
Warrant [Member] | ||
Common Stock [Line Items] | ||
Warrants outstanding | shares | 12,065,375 | 12,065,375 |
Warrants exercise price | $ 11.5 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) $ in Thousands | 12 Months Ended | |||
May 31, 2024 CAD ($) shares | May 31, 2024 $ / shares | May 31, 2023 CAD ($) shares | May 31, 2023 $ / shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Granted stock options | 100,000 | |||
Stock-based compensation expenses | $ | $ 66 | $ 55 | ||
Weighted average grant date fair value of the stock options issued | $ / shares | $ 0.59 | $ 0.2 | ||
Stock-based Compensation [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Granted stock options | 585,230 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of Fair Value of Stock Options | 12 Months Ended | |
May 31, 2024 $ / shares | May 31, 2023 $ / shares | |
Schedule of Fair Value of Stock Options [Abstract] | ||
Stock price (in Dollars per share and Dollars per share) | (per share) | $ 0.85 | $ 0.3 |
Risk-free interest rate | 4.50% | 2.80% |
Term (years) | 5 years | 5 years |
Volatility | 85% | 85% |
Forfeiture rate | 0% | 0% |
Dividend yield | 0% | 0% |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Schedule of Stock Option Activity | 12 Months Ended | |
May 31, 2023 USD ($) $ / shares shares | May 31, 2024 USD ($) $ / shares shares | |
Schedule of Stock Option Activity [Line Items] | ||
Number of Shares, Exercised | shares | ||
Weighted Average Exercise Price, Exercised | $ / shares | ||
Weighted Average Remaining Contractual Life (years), Exercised | ||
Aggregate Intrinsic Value, Exercised | $ | ||
Number of Shares, Expired | shares | ||
Weighted Average Exercise Price, Expired | $ / shares | ||
Weighted Average Remaining Contractual Life (years), Expired | ||
Aggregate Intrinsic Value, Expired | $ | ||
Number of Shares, Issued | shares | 100,000 | |
Weighted Average Exercise Price, Issued | $ / shares | $ 0.85 | |
Weighted Average Remaining Contractual Life (years), Issued | 10 years | |
Aggregate Intrinsic Value, Issued | $ | ||
Number of Shares, Ending | shares | 585,230 | 685,230 |
Weighted Average Exercise Price, Ending | $ / shares | $ 0.56 | $ 0.6 |
Weighted Average Remaining Contractual Life (years), Ending | 6 years 2 months 12 days | 6 years 9 months 18 days |
Aggregate Intrinsic Value, Ending | $ | $ 465 | $ 139 |
Number of Shares, Exercisable | shares | 195,077 | |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.56 | |
Weighted Average Remaining Contractual Life (years), Exercisable | 6 years 2 months 12 days | |
Aggregate Intrinsic Value, Exercisable | $ | $ 46 |
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 - CAD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
May 31, 2024 | May 31, 2023 | |
Net Income (Loss) Per Share Attributable to Common Stockholders [Abstract] | ||
Net Income (loss) | $ (8,160) | $ (1,247) |
Basic weighted-average common shares outstanding | 10,717,378 | 7,326,310 |
Basic net income (loss) per common share | $ (0.76) | $ (0.17) |
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 | 12 Months Ended | |
May 31, 2024 | May 31, 2023 | |
Net Income (Loss) Per Share Attributable to Common Stockholders [Abstract] | ||
Diluted net income (loss) per common share | $ (0.76) | $ (0.17) |
Grants and Subsidies (Details)
Grants and Subsidies (Details) - CAD ($) $ in Thousands | 12 Months Ended | |
May 31, 2023 | May 31, 2024 | |
Grants and Subsidies (Details) [Line Items] | ||
Funding approved amount | $ 75 | |
Funding approved amount issued | 50 | |
Received amount | $ 235 | |
Fixed fee fund | 366 | |
Canadian federal government amount | $ 229 | |
Green Fund [Member] | ||
Grants and Subsidies (Details) [Line Items] | ||
Received amount | 25 | |
Accrued Income Receivable [Member] | ||
Grants and Subsidies (Details) [Line Items] | ||
Accrued other income | $ 305 |
Income Taxes (Details)
Income Taxes (Details) $ in Thousands | 12 Months Ended |
May 31, 2024 CAD ($) | |
Income Taxes [Line Items] | |
Valuation allowance increased | $ 1,109 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Applicable Federal and Provincial Statutory Rates - CAD ($) $ in Thousands | 12 Months Ended | |
May 31, 2024 | May 31, 2023 | |
Schedule of Applicable Federal and Provincial Statutory Rates [Abstract] | ||
Net Income (Loss) before income taxes | $ (8,160) | $ (1,247) |
Expected income tax (recovery) expense | (2,203) | (320) |
Change in fair value of Forward Purchase Agreement and other non-deductible expenses | 1,094 | 11 |
Change in valuation allowance | 1,109 | 309 |
Income tax (recovery) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Deferred Tax Assets and Liabilities - CAD ($) $ in Thousands | May 31, 2024 | May 31, 2023 |
Deferred Tax Assets | ||
Finance Lease Liabilities | $ 20 | $ 31 |
Operating tax losses carried forward | 1,742 | 675 |
Property and equipment | 19 | 4 |
Other tax pools | 96 | 70 |
Valuation allowance | (1,857) | (748) |
Net Deferred Tax Assets | 20 | 32 |
Deferred Tax Liabilities | ||
Right of Use assets | (20) | (32) |
Total Deferred Tax Liabilities | (20) | (32) |
Net Deferred Tax Asset (Liability) |