v3.26.1
Basis of Presentation and Significant Accounting Policies (Tables)
3 Months Ended
Jul. 31, 2026
Accounting Policies [Abstract]  
Schedule of Error Corrections and Prior Period Adjustments
Period from June 7 through July 31, 2025
As Reported(A)
AdjustmentRecast
Selling, general and administrative expenses
$
6,292 
$
(4,662)
$
1,630 
A.Includes $0.1 million of advertising and marketing expenses, but excludes $0.7 million of business combination expenses presented separately.
Period from June 7 through July 31, 2025
As ReportedAdjustmentRecast
Equity-based compensation
$
4,669 
$
(4,662)
$
Net loss
(5,848)
4,662 
(1,186)
Period from June 7 through July 31, 2025
As ReportedAdjustmentRecast
Net loss
$
(5,848)
$
4,662 
$
(1,186)
Equity-based compensation
4,669 
(4,662)
Schedule of Key Assumption Inputs
LevelMeasurement
1
Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
2
Inputs are other than quoted prices that are observable for the asset or liability as Level 1 inputs, either directly or indirectly. Level 2 inputs include quoted prices for similar instruments in active markets, and inputs other than quoted prices that are observable for the asset or liability.
3
Inputs are unobservable for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.
The following summarizes the Company's asset and liability fair value hierarchy at July 31, 2026:
LevelAsset or LiabilityMeasurement
1
Cash and cash equivalents
Estimates of fair value are measured using observable, quoted market prices, or Level 1 inputs. The Company estimates the fair value of USD Coin ("USDC") at parity with USD.
Digital Assets
Estimates of fair value are measured using observable, quoted market prices on principal exchanges, or Level 1 inputs, on Binance exchange for BNB, Bitcoin ("BTC"), and Tether ("USDT").
3
Warrant Liabilities
Estimates of fair value are measured using observable, quoted market prices on Nasdaq Capital Markets traded under BNCWZ that started trading on April 15, 2026, but are not actively traded at July 31, 2026, as well as unobservable inputs, including adjusted historical volatility of shares of the Company's common stock.
Cash Incentive Award
Estimates of fair value are measured using observable, quoted market prices of shares of the Company's common stock as well as unobservable inputs, including adjusted historical volatility of shares of the Company's common stock.
Intangible Assets & Goodwill
Estimates of fair value of Fat Panda's trade name and goodwill recorded from the Fat Panda Acquisition are based upon discounted future cash flows of Fat Panda. Carrying value represents the lower of carrying value or impaired fair value if undiscounted cash flows are less than the carrying value at the date of the impairment assessment.
The Company equally weights observed market pricing data of publicly-traded Stapled Warrants with a Monte-Carlo option pricing model to estimate their fair value, using the following inputs:
July 31,
2026
Stock price
$
2.66 
Expected volatility
105.0 
%
Risk-free interest rate
4.2 
%
Dividend yield
— 
%
Holding period (years)
2.0
The following table summarizes the assumptions used to estimate the grant‑date fair value of options issued during the period from June 7, 2025 through July 31, 2025:
Stock price
$
7.74 
Expected volatility
132.4 
%
Risk-free interest rate
4.4 
%
Dividend yield
— 
%
Holding period (years)
1.0
Schedule of Cash and Cash Equivalents The Company reported cash and cash equivalents in the following line items of its Condensed Consolidated Balance Sheets, which totals the aggregate amount presented in the Company's Unaudited Condensed Consolidated Statements of Cash Flows:
July 31, 2026April 30, 2026
(Unaudited)(Audited)
Total cash and cash equivalents shown in the Consolidated Statements of Cash Flows
$7,084 
$3,061 
Schedule of Inventory Inventory consisted of the following:
July 31,
2026
April 30,
2026
(Unaudited) (Audited)
Finished goods
$
3,848 
$
4,070 
Raw materials
368 
379 
Allowance for excess and obsolete inventory
(400)
(409)
Inventory, net(A)
$
3,816 
$
4,040 
A.Includes labor and overhead expenses of $0.8 million and $0.4 million at July 31, 2026 and April 30, 2026, respectively. The Predecessor measured inventory on a standard cost basis until acquired by the Company.
Schedule of Goodwill
The carrying value of the Company's goodwill changed by the following amounts:
Three Months Ended July 31, 2026Period from
June 7, 2025
through
July 31, 2025
Beginning Carrying Value
Goodwill
$
3,538 
$
— 
Accumulated impairment losses
— 
— 
3,538 
— 
Changes in Goodwill
Fat Panda Acquisition
— 
4,218 
Foreign currency translation adjustment
(111)
— 
Ending Carrying Value
Goodwill
3,427 
4,218 
Accumulated impairment losses
— 
— 
$
3,427 
$
4,218 
Schedule of Intangible Asset, Finite-Lived The Company's identified intangible assets include:
Estimated Useful Life (Years)Carrying Amount
AssetJuly 31, 2026April 30, 2026
(Unaudited)(Audited)
Trade names(A)
10.0
$
5,229 
$
5,229 
Accumulated amortization(B)(C)
(588)
(474)
Foreign currency translation adjustment
(121)
45 
$
4,520 
$
4,800 
A.Trade names acquired as part of the Fat Panda Acquisition ("—Business Combinations—Fat Panda Acquisition"), and valued using a relief-from-royalty method.
B.Includes amortization expense of $0.1 million and $0.1 million for the three months ended July 31, 2026 and the period from June 7, 2025 through July 31, 2025, respectively.
C.At July 31, 2026, the approximate aggregate annual amortization expense for definite-lived intangible assets is as follows:
Remaining nine months during fiscal year 2027
$
382 
2028
512 
2029
511 
2030
511 
2031
511 
Thereafter
2,093 
$
4,520 
Schedule of Accounts Payable and Accrued Liabilities
At July 31, 2026 and April 30, 2026, accounts payable and accrued expenses, other assets, and other liabilities included:
July 31,
2026
April 30,
2026
(Unaudited)(Audited)
Other current and non-current assets(A)
$2.2 million of non-BNB digital assets, $1.7 million of right-of-use assets, $1.4 million of prepaid expenses; remaining balance is composed of receivables, property and equipment, and contract assets.
$2.4 million of non-BNB digital assets as well as right-of-use lease assets, prepaid expenses, accounts receivable, deposits, contract assets, and property and equipment.
Accounts payable and accrued expenses
$1.7 million of accrued professional fee expenses and $1.5 million of accounts payable; remaining balance is composed of accrued compensation and other expenses.
$5.3 million of accounts payable as well as accrued compensation, sales taxes payable, and other expenses.
Other current related party liabilities
Accrued fees under the AMA.
Accrued fees under the AMA.
Other current related party liabilities, at fair value
n.a.
$0.6 million Cash Incentive Award(B)
Other current and non-current liabilities
$1.1 million of non-current lease liabilities; remaining balance is composed of current and deferred tax liabilities and deferred revenue.
Current and deferred tax liabilities, lease liabilities, and deferred revenue.
A.Net of accumulated depreciation and amortization of $0.6 million and $0.6 million at July 31, 2026 and April 30, 2026, respectively. Includes $0.1 million, $0.1 million, and $— million depreciation and amortization for 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.
B.The Company estimates the fair value of this variable consideration cash award based on the trading price of shares of its common stock on a quarterly basis, with changes in fair value presented within "Other affiliate operating expenses" in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 8 and Note 10 for more information regarding the Cash Incentive Award.
Schedule of the Preliminary Fair Value of Assets Acquired and Liabilities Assumed
The following table summarizes the fair value of assets acquired and liabilities assumed at the Acquisition Date and is based on the best estimates of management, which were subject to change within the measurement period.
As Initially Reported
Adjustments(A)
Revised Amount
Cash and cash equivalents
$
1,922 
$
— 
$
1,922 
Accounts receivable
177 
88 
265 
Related party receivables
673 
— 
673 
Inventory
3,685 
(20)
3,665 
Prepaid expenses
113 
(33)
80 
Fixed assets
314 
— 
314 
Right-of-use asset
1,851 
(19)
1,832 
Deposits
219 
— 
219 
Intangibles(B)
5,229 
— 
5,229 
Goodwill
4,218 
(782)
3,436 
Accounts payable and accrued liabilities
(2,308)
46 
(2,262)
Income taxes payable
(108)
670 
562 
Deferred tax liability
(1,256)
(33)
(1,289)
Lease liabilities, current
(533)
— 
(533)
Current portion of royalty liabilities
(13)
13 
— 
Lease liabilities, non-current
(1,332)
— 
(1,332)
Total net assets acquired
$
12,851 
$
(70)
$
12,781 
A.During the period from June 7, 2025 to June 6, 2026, the Company recorded measurement period adjustments resulting from new information about facts and circumstances that existed at the Acquisition Date. These adjustments primarily related to updated valuations of working capital accounts, including accounts receivable, inventory, prepaid expenses, right-of-use asset, and accrued liabilities, as well as the fair value of the Fat Panda Promissory Notes as part of the purchase consideration. The cumulative impact of these adjustments was recorded as a decrease to goodwill, and prior-period comparative information has been revised as if the adjustments had been recognized at the Acquisition Date. At July 31, 2026, the release of amounts within the $1.9 million Escrow Deposit remains uncertain, and the Company expects to record further adjustments, if any, within the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) as the measurement period ended in June 2026.
B.Represents the estimated fair value of Fat Panda's trade names, valued using a relief-from-royalty method, with an estimated useful life of 10 years.
Schedule of Business Combination, Pro Forma Information
The following unaudited pro forma consolidated financial information reflects the results of operations of the Company for the three months ended July 31, 2026, and 2025, as if the Fat Panda Acquisition transactions, including related financing, on June 6, 2025 had occurred on May 1, 2024. The unaudited pro forma results give effect to certain purchase accounting and financing adjustments based on the historical financial statements of the Company, but neither necessarily reflect actual results of operations that would have been achieved nor are they necessarily indicative of future results of operations.
Three Months Ended July 31,
20262025
Revenue
$7,165 $10,133 
Net loss
(11,400)(616)