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Note Payable
 6 Months Ended
Oct. 31, 2025
Debt Disclosure [Abstract]  
Note Payable

Note 10 – Note Payable

 

In connection with the Company’s acquisition of Fat Panda Inc. on June 6, 2025, effective June 4, 2025, the Company entered into an interim loan facility with CEAD Panda Lender LLC, under which it borrowed $4,000,000. The loan due date is December 3, 2025, subject to the right of the Company to prepay any amount of the borrowed funds together with outstanding unpaid interest and a prepayment penalty. The loan is interest only, until the maturity date, payable monthly. The interest rate is 3% for the first three months and then 2% per month thereafter of the outstanding loan amount. The loan is secured by a first lien on all the assets of the Company, 16728502 CANADA INC and Fat Panda Ltd., now amalgamated as Fat Panda Ltd., subject to certain exceptions and permitted liens and permitted dispositions. The vendor notes of the Fat Panda sellers are subordinate to the security interests granted under the security agreements related to the loan facility. The loan facility has typical representations and warranties of the borrower, default provisions, and various covenants, including the covenant to maintain at least $1,500,000 in cash and have a minimum of $4,000,000 in working capital (inclusive of any cash).

 

Prepaid interest and legal fees totalling $449,718 were incurred in respect of this promissory note and have been accounted for as debt discount costs and are being amortized over the life of the promissory note, prepaid interest as incurred and legal fees on a straight-line basis which equates to the effective interest rate method.

 

During the period August 1, 2025 – October 31, 2025, interest of $286,667 was incurred and debt discount of $ 44,859 was amortized in respect of the promissory note during the period.

 

   Successor   Predecessor 
   October 31,   April 31, 
   2025   2025 
   (Unaudited)   (Audited) 
         
Promissory Note  $4,000,000   $        - 
           
Less: debt discount   (26,280)   - 
           
Promissory Note, net of discount  $3,973,720   $-