Short-Term Loan |
3 Months Ended |
|---|---|
Jul. 31, 2026 | |
| Debt Disclosure [Abstract] | |
| Short-Term Loan | 9. Short-term Loan
On July 27, 2026, the Company entered into a senior secured revolving credit agreement providing for borrowings of up to $50.0 million (the “Facility”). On the same date, the Company drew $40.0 million under the Facility (the “Bridge Loan”), of which $2.0 million was used to partially finance the Sweetwater Acquisition (Note 3) and $38.0 million was used for working capital purposes. As at July 31, 2026, the outstanding principal balance of the Bridge Loan was $40.0 million.
The Bridge Loan must be repaid in full by January 31, 2027 (the actual date of such repayment, the “Bridge Repayment Date”). While the Bridge Loan remains outstanding, the Company is prohibited from making additional borrowings under the Facility and is required to apply 100% of the net proceeds from any equity issuance toward repayment of the Bridge Loan. Upon repayment of the Bridge Loan, borrowing availability under the Facility will be reinstated up to the $50.0 million commitment, subject to compliance with the applicable terms, conditions and financial covenants. Following the Bridge Repayment Date, and prior to maturity, we may request incremental revolving commitments of up to an additional $25.0 million, subject to Lender approval and the satisfaction of specified conditions. The Facility matures on July 31, 2029.
Borrowings under the Facility bear interest, as applicable, at the base rate or adjusted term SOFR plus, in each case, an applicable margin ranging 1.25% to 3.75% per annum (subject to certain benchmark step-downs). Company elected a six-month interest period for the initial advance, resulting in an all-in interest rate of 7.80% per annum for that interest period. The applicable margin may decrease following repayment of the Bridge Loan, based on subsequent utilization of the Facility. Term SOFR resets at the beginning of each subsequent interest period.
The Facility is secured by a first-ranking security interest in substantially all present and future real and personal property of the Company and guarantors, including certain material agreements, equity pledges and cash accounts.
The Facility contains financial covenants requiring the Company to maintain minimum liquidity of $10.0 million at all times following the repayment of the Bridge Loan and minimum tangible net worth of $1.0 billion, tested quarterly. Pursuant to an amendment dated September 11, 2026, effective as of July 27, 2026, tangible net worth is defined as stockholders’ equity, plus $200.9 million, less goodwill, other intangible assets and non-controlling interests. The $200.9 million adjustment represents the difference between the deemed price of $3.64 per share specified under the terms of the Transaction and the closing market price of $2.74 per share on the Acquisition Date, multiplied by the 223,252,749 shares of common stock issued to the Sweetwater Investors, as described in Note 3. Following the repayment of the Bridge Loan, if the Facility utilization exceeds $25.0 million, or otherwise at our election, we are also required to maintain a minimum debt service coverage ratio of 1.15:1.00 and a minimum interest coverage ratio of 2:1. After giving effect to the amendment described above, we were in compliance with all applicable covenants as of July 31, 2026. |