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SUBSEQUENT EVENTS
6 Months Ended
May 31, 2026
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

NOTE 15 — SUBSEQUENT EVENTS

The Company has evaluated subsequent events from May 31, 2026 through July 14, 2026. Based on this evaluation, the Company has determined that no subsequent events have occurred that require recognition or disclosure in the consolidated financial statements for the three months ended May 31, 2026, except (i) as disclosed in Note 13 with respect to the service of process received in March 2026 in connection with the California Labor Commissioner wage claim; and (ii) as set forth below.

On March 10, 2026, the Company entered into Stock Purchase Agreements with eight non-U.S. investors, pursuant to which the Company agreed to issue and sell in a private placement an aggregate of 32,000,000 shares of the Company’s Class A Common Stock, par value $0.000001 per share, at a purchase price of $0.25 per share, for aggregate gross proceeds of $8,000,000. The offering was conducted in offshore transactions pursuant to Rule 903 of Regulation S promulgated under the Securities Act of 1933, as amended. On June 4, 2026, the transaction was closed, and 32,000,000 shares were issued pursuant to this private placement. As of June 4, 2026, there were 44,550,005 shares of Class A common stock and 4,166,667 shares of Class B common stock issued and outstanding.

On June 1, 2026, the Company entered into extension agreements to its outstanding loan agreements with the borrowers, extending the maturity date of the remaining outstanding principal balance to November 30, 2026 with an interest at an annual rate of 5%.

On July 10, 2026, the Company received aggregate interest payments of $400,000 related to the outstanding loans.

On July 10, 2026, the Company entered into a Software Development Agreement with Leyan Management Ltd. (the “Developer”) for the phased development, upgrade and customization of the Company’s AI-enabled logistics operations platform, which is currently under development. The total consideration under the agreement is $3.3 million. The Developer will deliver the software, source code and related documentation on a milestone basis, subject to the Company’s testing and acceptance. The Company will own all intellectual property and work product developed under the agreement. The Company may terminate the agreement at any time upon written notice, subject only to payment obligations for completed and accepted deliverables.