Shareholders’ Equity |
3 Months Ended | |||||||||||||||||||||||||
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Aug. 31, 2026 | ||||||||||||||||||||||||||
| Shareholders’ Equity [Abstract] | ||||||||||||||||||||||||||
| Shareholders’ Equity | NOTE 6. Shareholders’ Equity
The Company’s Class A ordinary shares and warrants trade on the NASDAQ stock exchange under the symbol “HOVR” and “HOVRW”, respectively. Pursuant to the terms of the Company’s Articles and Notice of Articles, the Company is authorized to issue the following shares and classes of capital stock, each with no par value: (i) an unlimited number of Class A ordinary shares; (ii) an unlimited number of Class B ordinary shares; and (iii) an unlimited number of preferred shares. The holder of each Class A ordinary share is entitled to one vote.
Registered Direct Offering II
On May 27, 2026, the Company completed a registered direct offering (“RDO II”) by issuing 5,385,646 Class A ordinary shares and 4,574,514 pre-funded warrants to purchase Class A ordinary shares (each, a “PFW”). There were 298,805 warrants issued to the placement agent to purchase an equivalent number of Class A ordinary shares at an exercise price of $USD 2.89. Proceeds received by the Company are summarized below:
PFWs may be exercised by warrant holders at any time at a nominal exercise price as they were funded in connection with RDO II. Upon exercise, each PFW may be exchanged for one Class A ordinary share. During the year-ended May 31, 2026, 2,413,617 PFWs were exercised. The Class A ordinary shares related to these exercised PFWs were not yet issued as of May 31, 2026, and were classified as Class A ordinary shares to be issued in the Company’s consolidated balance sheets. The corresponding Class A ordinary shares were issued in June 2026. The remainder of these PFWs were exercised on July 14, 2026, with the corresponding Class A ordinary shares issued on the same date. PFWs remain outstanding as of August 31, 2026.
Preferred Shares
On December 18, 2024, the Company entered into subscription agreements with a third-party investor pursuant to which the Company issued an aggregate of 4,500 Series A preferred shares of the Company at a price of $USD 1,000 per share. The Series A Preferred Shares are convertible, at the option of the holder and without additional consideration, into Class A ordinary Shares on a one for 2222.222222 basis.
At-the-Market Program
In March 2025 the Company filed a shelf registration statement on Form S-3 with the SEC and a related prospectus pursuant to which it may, from time to time, sell shares of its Class A ordinary shares, pursuant to a Capital on Demand™ Sales Agreement (the “Sales Agreement”) with a sales agent for the sale of its Class A ordinary shares.
During the three months ended August 31, 2026, the Company sold 219,624 Class A ordinary shares under the Sales Agreement for net proceeds of $618.
On August 28, 2026, the Company filed a new shelf registration statement on Form S-3 with the SEC and a related prospectus to which it may, from time to time, sell shares of its Class A ordinary shares, having an aggregate value of up to $50 million USD, pursuant to the Sales Agreement. There were sales made from this shelf registration statement during the three months ended August 31, 2026. |