XML 36 R20.htm IDEA: XBRL DOCUMENT v3.25.3
Shareholders’ Equity
 6 Months Ended
Oct. 31, 2025
Equity [Abstract]  
Shareholders’ Equity

Note 13 – Shareholders’ Equity

 

PIPE Financing

 

In August 2025, the Company entered into securities purchase agreements with a group of institutional and accredited investors pursuant to which it issued and sold shares of common stock and various classes of warrants (the “PIPE Warrants”) in a private placement (the “PIPE Transaction”):

 

  ● 41,754,478 shares of common stock at a purchase price of $10.10 per share;
     
  ● 7,750,510 pre-funded warrants, each exercisable for one share of common stock at an exercise price of $0.00001 per share (“Pre-Funded Warrants”); and
     
  ● 49,504,988 stapled warrants (warrants issued together with shares), each exercisable at $15.15 per share (“Stapled Warrants”).

 

On August 5, 2025, the Company closed a private investment in public equity (“PIPE”) transaction, which was settled through a combination of cash and digital assets. The Company received an aggregate $208.3 million in cash and cash equivalent proceeds, net of issuance costs and $273.2 million in digital assets, consisting of USDT USDC and BTC. The Company allocated $305.0 million in proceeds to warrant liability based on fair value of the Stapled Warrants with the remaining proceeds of $195.0 million were recorded in additional paid-in capital, net of issuance costs. The Company incurred a total of $23.9 million in issuance costs. Issuance costs of $14.5 million were allocated to Stapled Warrants and recorded as an expense in consolidated statements of operations.

 

At-The-Market Offering

 

On September 22, 2025, the Company entered into an At-The-Market Offering Agreement (the “ATM Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), pursuant to which the Company may offer and sell shares of its common stock having an aggregate offering price of up to $25,000,000 from time to time through the Agent, acting as the Company’s sales agent or principal. Sales under the ATM Agreement, if any, will be made by means of ordinary brokers’ transactions on Nasdaq or otherwise at market prices prevailing at the time of sale, or at prices related to prevailing market prices. Under the ATM agreement, the Company has provided the Agent with customary indemnification rights, and the Agent will be entitled to a commission of up to 3.0% of the gross proceeds from each sale of the ATM Shares effectuated through or to the Agent.

 

During the period ended October 31, 2025, the Company sold 856,275 shares under the ATM program for net proceeds of $12.9 million, after deducting sales commissions and other offering costs.

 

Share Repurchase Program

 

On September 22, 2025, the Company entered into a Stock Repurchase Agreement with Cantor Fitzerald & Co. pursuant to which the Company agreed to repurchase shares of its common stock. Under the terms of the agreement, the Company repurchased an aggregate of 529,170 shares of its common stock during the quarter ended October 31, 2025, for a total purchase price of approximately $4,385,567. The repurchased shares were retired and are no longer outstanding.

 

The repurchase was funded through available cash on hand. The transaction was accounted for as a reduction of stockholders’ equity.

 

Predecessor

 

As of April 30, 2025, the Company was authorized to issue 1,410 shares of common stock, all of which were issued and outstanding as of that date. No shares of common stock were issued by the Company during the period from May 1, 2025, through June 6, 2025 or during the six months ended October 31, 2024.