RELATED PARTY TRANSACTIONS |
12 Months Ended |
|---|---|
May 31, 2026 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | NOTE 3 – RELATED PARTY TRANSACTIONS
Convertible Notes Payable, Related Party As disclosed in Note 5, below, the Company has received a total of $10,500,000 in exchange for convertible notes owed to Sky Rover Holdings, Ltd (“Sky Rover”), an entity owned and controlled by Mr. Pei. Sky Rover has since been dissolved, and Mr. Pei has assumed the debt as the beneficial owner.
Forgiveness of Convertible Debt On March 31, 2026, the Company’s Chief Executive Officer, who is also a related party, forgave all amounts then outstanding under certain convertible debt obligations of the Company. The aggregate amount forgiven was $14,349,866, consisting of $9,866,700 of principal and $4,483,166 of accrued interest.
The debt forgiveness was treated as a capital contribution by the related party and was recorded as an increase to contributed capital in the accompanying Statement of Stockholders’ Equity. The Company recorded a corresponding reduction of convertible debt of $9,866,700 and accrued interest payable of $4,483,166, resulting in an aggregate increase to contributed capital of $14,349,866.
The transaction was a noncash transaction and did not result in a cash inflow or outflow. Accordingly, the transaction is not reflected as a cash financing activity in the accompanying statement of cash flows. The transaction is separately disclosed as a significant noncash financing activity.
The Company’s Chief Executive Officer is considered a related party because of their position as the Company’s Chief Executive Officer and their ownership and/or other significant influence over the Company. The forgiveness of the convertible debt represents a transaction with a related party. The transaction was approved by the Company’s appropriate governing body and was undertaken as part of the Company’s capital structure and financing arrangements.
In accordance with ASC 850, Related Party Disclosures, the Company discloses the nature of its relationship with the related party, the description of the transaction, the dollar amount of the transaction, and the amounts due to or from the related party resulting from the transaction. Following the March 31, 2026 debt forgiveness, no amounts remained payable to the Chief Executive Officer under the forgiven convertible debt obligations.
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