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Related Party Transactions
 6 Months Ended
Oct. 31, 2025
Related Party Transactions [Abstract]  
Related Party Transactions

Note 18 – Related Party Transactions

 

Agreements and Transaction with a Company Director and previous director

 

The Company entered into a manufacturer representative agreement with RSX Enterprises (“RSX”) in March 2021 to become a non-exclusive representative for the Company to assist in marketing and soliciting orders. James R. Shipley, one of our former independent directors, has a significant ownership interest in RSX.

 

 

Under the manufacturer representative agreement, RSX will act as a non-exclusive representative for the Company within the United States, Canada and Mexico and may receive a commission for qualified customer leads. The agreement had an initial term through December 31, 2021 with automatic one-year renewal terms unless notice is given 90 days prior to each annual expiration. No payments were made for commissions under this agreement for the period from June 7, 2025 through October 31, 2025 (Successor).

 

On June 19, 2024, the Company engaged Nicholas J. Etten, a director of the Company, to provide services covering transaction sourcing and evaluation, in the Company’s effort to arrange for a merger, acquisition, combination or other strategic transaction. Mr. Etten has a background in corporate development and investment banking in multiple industries. Mr. Etten will be paid a weekly fee of $2,500. It is expected that Mr. Etten will provide a minimum of 10 hours per week, up to a maximum of 40 hours a month, as determined by the Company and Mr. Etten. The consulting agreement will be on a month-to-month basis, and either the Company or Mr. Etten may terminate the arrangement on five days’ notice. The Company has agreed to indemnify Mr. Etten in respect of his services to the Company under the agreement. During the period from June 7, 2025 through October 31, 2025 (Successor), the Company paid Mr. Etten $48,253 in respect of services related to this agreement.

 

Promissory notes to former owner/current employee

 

In connection with the Company’s acquisition of Fat Panda Ltd. on June 6, 2025, the Company issued the following promissory notes to related parties:

 

●A promissory note with a principal amount of $743,351 (CAD $1,030,000) to the President of Fat Panda Ltd., who is an employee of the Company and was a selling shareholder of Fat Panda Ltd.

 

●A convertible promissory note with a principal amount of $743,351 (CAD $1,030,000) to the President of Fat Panda Ltd.

 

●A promissory note with a principal amount of $360,850 (CAD $500,000) to the selling shareholders of Fat Panda Ltd., one of whom continues to be an employee of the Company.

 

See Note 11, Related Party Note Payable and Related Party Convertible Note Payable, for additional details.

 

Asset Management Agreement & Accrued Fee with a Company Director

 

The Asset Manager is an entity that is majority-owned and controlled by Hans Thomas, a current member of the Company’s Board of Directors. In connection with the PIPE Transaction, the Company entered into the Asset Management Agreement with the Asset Manager, pursuant to which the Company engaged the Asset Manager to provide asset management and related services with respect to the Company’s digital assets strategy in exchange for the applicable management fees. During the quarter ended October 31, 2025, the Company’s accrued asset management fees payable to the Asset Manager were $1,798,357, which were accrued but not paid to the Asset Manager during the quarter ended October 31, 2025.