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Subsequent events | 3 Months Ended
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Oct. 31, 2025
Subsequent events [Abstract] |
Subsequent events |
18. | Subsequent events
Agreement and Plan of Merger with Southern Energy Renewables Inc. On December 3, 2025, the Company entered into an Agreement and Plan of Merger with Southern Energy Renewables Inc. (“Southern”) and Sierra Merger Sub, Inc., a Delaware corporation and a newly-formed wholly owned subsidiary of the Company. The transaction contemplates (i) a domestication of the Company into a Delaware corporation, (ii) a merger in which Southern will become a wholly owned subsidiary of the Company, and (iii) the issuance of Company common shares to Southern’s existing shareholders such that, upon completion of the merger, the Southern shareholders (inclusive of the concurrent PIPE described below) will hold approximately 70% of the Company’s common shares on a fully diluted basis, resulting in a reverse takeover of the Company by Southern. Concurrent with signing the Merger Agreement, a Southern investor completed a private placement investment of approximately $2,000,000 for 128,370 common shares of the Company at a price of $15.58 per share. The Company also agreed to register the resale of the PIPE shares and the shares issuable to Southern shareholders following the closing of the merger. Side Letter with Helena I On the same date, the Company entered into a side letter with Helena I amending the terms of the Company’s existing convertible note and equity line of credit arrangements (Note 8). The amendments include, among other items, limitations on Helena’s sales of conversion shares, subject to trading-volume conditions, and a requirement that the Company draw a minimum of $7,500,000 in aggregate proceeds under the equity line of credit prior to February 28, 2026. These limitations may cease to apply if the Company defaults under the convertible note or is unable to submit compliant advance notices under the equity line of credit for more than five trading days. Issuance of shares In December 2025, the Company issued 411,000 shares in accordance with the ELOC Agreement with Helena I (Note 8) for gross proceeds of $821,229. $205,307 of the gross proceeds are used to repay the Crypto Strategy Convertible Debt (Note 10). These transactions occurred after the balance sheet date and do not relate to conditions existing as of October 31, 2025. Accordingly, no adjustments have been made to the accompanying financial statements.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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