v3.26.1
Debt Obligations
 3 Months Ended
Jul. 31, 2026
Debt Disclosure [Abstract]  
Debt Obligations
Note 5 — Debt Obligations
The Company's debt obligations consisted of the following:
July 31, 2026April 30, 2026
Weighted AverageCollateral
Carrying ValueOutstanding Face AmountMonth IssuedFinal Stated MaturityFunding CostLife (Years)Carrying ValueCarrying Value
Debt
BitGo Facility(A)
$
15,000 
$
15,000 
Apr-2026
Jan-2027
9.8 
%
0.3
$
25,916 
$
— 
Total debt
15,000 
15,000 
9.8 
%
0.3
25,916 
— 
Related Party Notes Payable
Tax Indemnification Note(B)
357 
357 
Jun-2025
n.a.
— 
n.a.
— 
368 
Promissory Note(C)
734 
734 
Jun-2025
Nov-2026
7.0 
0.3
n.a.
759 
Convertible Promissory Note(D)
734 
734 
Jun-2025
Jun-2027
7.0 
0.8
n.a.
758 
Total related party notes payable, gross
1,825 
1,825 
5.6 
0.6
— 
1,885 
Unamortized deferred financing costs(E)
(27)
— 
(49)
Total related party notes payable
1,798 
1,825 
— 
1,836 
Total, net
$
16,798 
$
16,825 
$
25,916 
$
1,836 
A.On April 30, 2026, the Company and BitGo Prime, LLC ("BitGo") entered into an uncommitted master loan facility ("BitGo Facility"), pursuant to which the Company may borrow digital assets or cash from BitGo from time to time. BitGo is not obligated to make any loan, and we have no committed borrowing capacity. Each loan is documented in a separate loan agreement by the parties setting forth the specific terms, including principal amount, fees, collateral requirements, and the date on which the loan is to commence and mature. Each loan may have a fixed term, or may include a call option held by BitGo or prepayment option held by the Company, as specified in each loan agreement. Borrowings under the master loan agreement are secured by collateral in favor of BitGo. Collateral may include BNB, cash, or other forms agreed upon by the parties. The collateral’s required value is typically higher than the borrowed amount, subject to margin calls as set forth in the master loan agreement. If the value of posted collateral falls below the margin call threshold, the Company must promptly post additional collateral. Failure to maintain sufficient collateral can result in an event of default and remedies available to BitGo, including the right to liquidate pledged collateral. BitGo holds BNB collateral owned by the Company in a segregated custody account in the Company's name, and BitGo is not permitted to use such BNB to secure any other loan or account. The final stated maturity of the facility represents the greater of the maturity of the master loan agreement or the maturity of any fixed term loan agreement thereunder. At July 31, 2026 and April 30, 2026, the Company accrued $0.1 million and $— million of unpaid interest, respectively, in "Other current liabilities" in the Condensed Consolidated Balance Sheets.
B.The $0.4 million note with the Selling Fat Panda Shareholders does not bear interest and does not have a fixed maturity date. The Company must repay the note in full within 15 days following the date that Canada Revenue Agency issues a letter confirming a certain tax liability does not exist in connection with the Fat Panda Acquisition. Conversely, the note payable is reduced in the amount of any tax liability assessed.
C.The $0.7 million interest-only note with the President of Fat Panda bears interest at 7.0% per annum, payable monthly.
D.The $0.7 million convertible note with the President of Fat Panda bears interest at 7.0% per annum. The President of Fat Panda may elect to convert the note into shares of the Company's common stock at a conversion price of $19.00 per share until June 1, 2027. If no election occurs by that date, the Company must pay the entire principal plus interest in cash. At July 31, 2026 and April 30, 2026, the Company accrued $0.1 million and $— million of unpaid interest, respectively, in "Other current liabilities" in the Condensed Consolidated Balance Sheets.
E.The Company amortized a total of $— million, $0.1 million, and $— million of deferred financing costs during the three months ended July 31, 2026, the period from June 7, 2025 through July 31, 2025, and the period from May 1, 2025 through June 6, 2025, respectively.
Maturities
All of the Company's debt obligations are recourse to the Company and mature within its current fiscal year, except the Tax Indemnification Note that is recourse to the Company, presented as a current obligation as the Tax Indemnification Note does not have a stated maturity.
Covenants
The Company's debt obligations contain customary representations and warranties, financial and non-financial covenants, event of default provisions, including cross-default provisions, and financial reporting requirements. Financial covenants include requirements that the Company maintain (a) a minimum net equity of $25.0 million, and (b) a maximum ratio of total assets-to-net equity of 2:1, in each case excluding the impact of warrants treated as liabilities under U.S. GAAP. The Company was in compliance with all of its debt covenants at July 31, 2026.
Debt Activities
BitGo Facility
On April 30, 2026, the Company and BitGo entered into a loan agreement with a six-month rolling term to borrow USDC 10.0 million collateralized with BNB (Note 4) for which the Company received proceeds on May 1, 2026. Borrowed amounts bear interest at 9.5% per annum and the Company paid a 0.3% onboarding fee on borrowed amounts. During the three months ended July 31, 2026, the Company borrowed a total of USDC 15.0 million, inclusive of amounts received on May 1, 2026, collateralized with BNB valued at $25.5 million at the time of each borrowing, on the aforementioned terms.
Other Debt Activities
In connection with the Fat Panda Acquisition, the Company entered into a nine-month loan facility on June 4, 2025 with CEAD Panda Lender LLC, a United States-based lender, under which it borrowed $4.0 million ("Fat Panda Bridge Loan"). The Company fully repaid borrowings on December 4, 2025 and incurred total interest expense of $0.7 million in connection with the facility.