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Equity Compensation
 6 Months Ended
Oct. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Equity Compensation

Note 14 – Equity Compensation

 

Successor

 

2017 Equity Incentive Plan

 

Under the Company’s 2017 Equity Incentive Plan, as may be modified and amended by the Company from time to time (the “2017 Equity Plan”), the Board of Directors (the “Board”) (or the compensation committee of the Board, if one is established) may award stock options, stock appreciation rights (“SARs”), restricted stock awards (“RSAs”), restricted stock unit awards (“RSUs”), shares granted as a bonus or in lieu of another award, and other stock-based performance awards. The 2017 Equity Plan allocates 27,778 shares of the Company’s common stock (“Plan Shares”) for issuance of equity awards under the 2017 Equity Plan. If any shares subject to an award are forfeited, expire, or otherwise terminate without issuance of such shares, the shares will, to the extent of such forfeiture, expiration, or termination, again be available for awards under the 2017 Equity Plan.

 

During the period June 7, 2025 to October 31, 2025, 1,111 non-qualifying stock options previously issued to certain directors expired, unexercised, 2,700 new non qualifying stock options were issued to new employees under the 2017 Equity Plan and 600 non-qualifying stock were issued to new employees under the 2017 Equity Plan options has been expired and forfeited.

 

As of October 31, 2025, of the 27,778 shares authorized under the 2017 Plan for equity awards, 13,641 shares have been issued, awards relating to 12,318 options remain outstanding, and 1,819 shares remain available for future equity awards.

 

2021 Equity Incentive Plan

 

On March 22, 2021, the Board approved the 2021 Equity Incentive Plan (the “2021 Equity Plan”), which was approved by the stockholders on July 22, 2021. The 2021 Equity Plan permits the Board to grant awards of up to 55,556 shares of common stock. The 2021 Equity Plan provides for the grant of incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), non-qualified stock options, stock appreciation rights (“SARs”), restricted stock awards and restricted stock unit awards and other equity linked awards to our employees, consultants, and directors. If an equity award (i) expires or otherwise terminates without having been exercised in full or (ii) is settled in cash (i.e., the holder of the award receives cash rather than stock), such expiration, termination or settlement will not reduce (or otherwise offset) the number of shares of common stock that may be issued pursuant to this Plan.

 

During the period June 7, 2025, to October 31, 2025, 5,320 restricted stock units were issued under the 2021 Equity Plan. During the period October 31, 2025, 2,660 shares of common stock were issued in settlement of vested restricted stock units issued to a director under the 2021 Equity Plan.

 

As of October 31, 2025, of the 55,556 shares authorized under the 2021 Equity Plan, 35,927 shares have been issued in settlement of restricted stock units, awards relating to 8,324 non-qualified stock options, 6,061 remaining outstanding, and 5,234 shares remain available for future equity awards.

 

2025 Equity Incentive Plan

 

On July 25, 2025, the Company adopted the 2025 Equity Incentive Plan (the “2025 Equity Plan”). The 2025 Equity Plan permits the Board to grant awards of up to 525,000 shares of common stock. The 2025 Equity Plan provides for the grant of incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), non-qualified stock options, stock appreciation rights (“SARs”), restricted stock awards and restricted stock unit awards and other equity linked awards to our employees, consultants, and directors. If an equity award (i) expires or otherwise terminates without having been exercised in full or (ii) is settled in cash (i.e., the holder of the award receives cash rather than stock), such expiration, termination or settlement will not reduce (or otherwise offset) the number of shares of common stock that may be issued pursuant to this Plan.

 

During the period June 7, 2025 to October 31, 2025, 524,999 restricted stock units were issued to directors and employees under the 2025 Equity Plan.

 

 

Warrants

 

On August 5, 2025, the Company entered into a Strategic Advisor Agreements with 10X BNB Cayman Sponsor and YZi Management Labs Ltd (the “Strategic Advisors”) pursuant to which the Company engaged the Strategic Advisors to provide strategic advice and guidance relating to the Company’s business, operations, growth initiatives and industry trends in the digital asset technology sector. As compensation for services rendered by the Strategic Advisor under the Strategic Advisor Agreement, the Company issued to the Strategic Advisor warrants to purchase 5,940,598 shares of the Company’s Common Stock (the “Strategic Advisor Warrants”) at an exercise price of $0.00001 per share. The Strategic Advisor Warrants were fully vested upon issuance, exercisable at any time after issuance until the five (5) year anniversary of issuance. The total grant-date fair value of the Strategic Advisor Warrants is $105.5 million, which was accounted for as the issuance cost, net against the cash proceeds from the PIPE Financing.

 

On August 5, 2025, the Company also entered into an asset management agreement (the “Asset Management Agreement”) with 10X Capital Partners LLC (the “Asset Manager”). Under the Asset Management Agreement, the Company issued warrants to purchase 990,099 shares of the Company’s Common Stock (“Asset Manager Warrants”) at an exercise price of $10.23 per share. The Asset Manager Warrants are fully vested at issuance, exercisable at any time after issuance until the five (5) year anniversary of issuance. The total grant-date fair value of the Asset Manager Warrants is $15.0 million, which was accounted for as the issuance cost, net against the cash proceeds from the PIPE Financing.

 

Strategic Advisor warrants and Asset Manager warrants are accounted for as equity classified share-based compensation award in accordance with ASC 718. Following is a summary of the activities of warrants for the six months ended October 31, 2025:

 

   Number of Warrants   Weighted Average Exercise Price   Aggregate Intrinsic Value 
Outstanding as of July 30, 2025   -   $-    - 
Granted   6,930,697    1.46      
Exercised   2,376,236    -      
Forfeited   -           
Expired   -           
Outstanding as of October 30, 2025   4,554,461   $2.22   $26,447,530 
Exercisable as of October 30, 2025   4,554,461   $2.22   $26,447,530 

 

The measurement of fair value of the Strategic Advisor Warrants was determined based on the fair value of the underlying Common Stock on the issuance date given the nominal exercise price.

 

The Company estimated the fair value of Asset Manager warrants using the Black-Scholes option-pricing model, which requires assumptions, including volatility, the expected term of the warrants, the risk-free interest rate for a period that approximates the expected term of the warrants, and expected dividend yield. Volatility is estimated based on the historical volatility of the guideline public companies over a period approximately equal to the expected term. The contractual term of the warrants is used as the expected term since the warrant holders are nonemployees and expected to hold the warrants to expiration to maximize the value of the warrants.

 

The table below summarizes the key assumption inputs used for the valuation for the six months ended October 31, 2025:

 Schedule of Key Assumption Inputs

  

Asset Manager

Warrants

 
Stock Price  $17.7 
Exercise Price  $10.23 
Expected Term (in years)   5.00 
Risk-free interest rate   3.77%
Expected volatility   110%
Expected dividend yield   -

 

 

Non-Qualified and Incentive Stock Options

 

A summary of the non-qualified stock options and incentive stock options granted to employees and consultants under the 2017 and 2021 Equity Plans during the period from June 7, 2025 through October 31, 2025, are presented in the tables below, including information on nonvested options:

   Number of Options   Weighted Average Exercise Price   Weighted Average Remaining Contractual Term   Aggregate Intrinsic Value 
                     
Outstanding as of June 7, 2025   18,296   $83.19    5.20    - 
Granted   2,700   $7.74    9.62    - 
Exercised   -   $-    -    - 
Forfeited   (450)  $7.74    -    - 
Expired   (150)  $8.99    -    - 
Outstanding as of October 31, 2025   20,396   $74.68    5.34    - 
Exercisable as of October 31, 2025   18,146   $82.98    4.81    - 

 

The aggregate intrinsic value for the stock options outstanding and exercisable as of October 31, 2025, was zero because these options were out of money on October 31, 2025.

 

During the period from June 7, 2025 through October 31, 2025, 2,700 stock options were issued to employees with an exercise price of $7.74, a 10-year contract term and a 1one- year vesting period.

 

For the period from June 7, 2025 through October 31, 2025, the Company recorded $6,579 as compensation expense related to stock options issued to employees and consultants.

 

A summary of the non-qualified stock options granted to directors under the 2017 and 2021 Equity Plans, during the three months ended October 31, 2025, are presented in the tables below:

 

   Number of Options   Weighted Average Exercise Price   Weighted
Average Remaining Contractual Term		   Aggregate Intrinsic Value 
                 
Outstanding, June 7, 2025   4,760   $113.34    3.5    - 
Granted   -   $-    -    - 
Exercised   -   $-    -    - 
Forfeited   -   $-    -    - 
Expired   (1,111)  $52.20    -    - 
Outstanding, October 31, 2025   3,649   $131.95    3.5    - 
Exercisable, October 31, 2025   3,649   $131.95    4.2    - 

 

The aggregate intrinsic value for the stock options outstanding and exercisable as of October 31, 2025 was zero because these options were out of money on October 31, 2025.

 

During the period from June 7, 2025 through October 31, 2025, the Company did not incur any compensation expense related to options issued to directors.

 

 

Restricted Stock Units

 

Effective July 27, 2025, the Company accelerated the vesting of 4,189 restricted stock units issued to a director and settled these units by the issuance of 4,189 shares of common stock. In addition, the Company granted 524,999 restricted stock units to directors and employees under the 2025 Equity Plan and 5,320 restricted stock units under the 2021 Equity Plan.

 

During the period June 7, 2025 through October 31, 2025, the Company recorded $4,693,868 as compensation expense related to RSUs issued to directors and employees.

 

   Number of Units   Weighted Average Grant-Date Fair Value   Aggregate Intrinsic Value 
             
Outstanding, June 7, 2025   1,529   $8.18   $11,345 
Granted   530,139   $8.88    3,934,967 
Vested and settled with share issuance   (4,189)  $8.95    (31,082)
Forfeited/cancelled   -   $-    - 
Outstanding, October 31, 2025   527,659   $8.89   $3,915,230 

 

Predecessor

 

The Predecessor did not issue any share-based compensation awards or incur any compensation expenses related to share-based compensation awards.