v3.26.3
Note 4 - Cooperation and Earnout Agreement
6 Months Ended
Aug. 31, 2026
Notes to Financial Statements  
Collaborative Arrangement Disclosure [Text Block]

NOTE 4 - Cooperation and Earnout Agreement

 

Commercial Arrangement

 

Concurrently with the YADA Stock Purchase Agreement, on June 10, 2026 the Company and YADA entered into a Cooperation and Earnout Agreement with an initial term of three years, automatically renewing for successive one-year periods absent 90 days’ notice of non-renewal. Under the agreement, the Company serves as YADA’s preferred travel provider for YADA-sponsored campaigns, holds the exclusive right to offer travel gift cards through YADA channels, and may offer travel club and membership products through YADA channels. Net profits from travel gift card sales, travel club and membership programs, music artist promotional events, and sponsorship and advertising sold through YADA are allocated 50% to the Company and 50% to the Founding Shareholders. The party receiving gross revenues delivers a quarterly statement within 45 days of each fiscal quarter end, with undisputed amounts payable within 15 days thereafter. The agreement also contains mutual non-solicitation and non-circumvention covenants extending two years beyond the term.

 

Earnout Incentive Program (Share-Based Compensation)

 

The Cooperation and Earnout Agreement establishes an earnout pool of up to 225,000 restricted shares of the Company’s common stock and 225,000 common share purchase warrants, issuable to YADA shareholders other than the Company over a 36-month earnout period commencing at closing. The warrants have an exercise price of $2.75 per share and a three-year term, permit cashless exercise, and contain customary anti-dilution provisions. Awards are determined quarterly: for each $2.75 of the Company’s 50% share of aggregate quarterly net profits generated from the Activities, one immediately vested restricted share and one warrant are awarded, with fractional amounts rounded up. Awards are issued within 30 days after the applicable quarterly determination becomes final. Any portion of the pool not earned by the end of the earnout period expires. The agreement also provides for a discretionary pool awardable by the Board, and for acceleration of earned but unissued awards upon the Company’s acquisition of the remaining YADA interests, a merger of YADA into another Company subsidiary, or a change of control of the Company.

 

The Company has determined that the earnout awards represent compensation for post-closing services rather than contingent consideration for the acquired equity interest, because entitlement to the awards is conditioned on the Founding Shareholders’ continued provision of services to YADA and unvested awards are forfeited upon specified service-related events. Accordingly, the awards are excluded from the cost basis of the equity method investment and are accounted for in accordance with ASC 323-10-25-4 and ASC 323-10-30-3 as share-based payments granted to service providers of an equity method investee, measured at fair value under ASC 718 and recognized as compensation expense as the related services are rendered, to the extent the Company’s claim on YADA’s book value has not increased.

 

No awards were earned or issued under the earnout program during the three and six months ended August 31, 2026, and no compensation expense was recognized, as no Net Profits were generated from the Activities during the period. As of  August 31, 2026, the full pool of 225,000 shares and 225,000 warrants remained available for issuance. Any warrants issued under the program will be classified within stockholders’ equity.