Cover [Abstract]
Entity Registrant Name
Entity Central Index Key
Document Type
Amendment Flag
Current Fiscal Year End Date
Entity Small Business
Entity Shell Company
Entity Emerging Growth Company
Entity Current Reporting Status
Document Period End Date
Entity Filer Category
Document Fiscal Period Focus
Document Fiscal Year Focus
Entity Ex Transition Period
Entity Common Stock Shares Outstanding
Document Quarterly Report
Document Transition Report
Entity File Number
Entity Incorporation State Country Code
Entity Tax Identification Number
Entity Address Address Line 1
Entity Address Address Line 2
Entity Address City Or Town
Entity Address State Or Province
Entity Address Postal Zip Code
City Area Code
Local Phone Number
Entity Interactive Data Current
Amendment Description
Condensed Consolidated Balance Sheets
ASSETS
Current assets
Cash and cash equivalents
Accounts receivable, net
Inventories, net
Loan receivable, net of allowance of $1,117,470 and $628,196
Convertible note receivable - related party (Note 21)
Prepaid expenses
Investments in equity securities
Securities receivable
Other current assets
Total current assets
[Assets, Current]
Property and equipment, net
Right of use asset, net
Contract fulfillment assets
Other assets
Internally developed software, net
Intangible assets, net
Total assets
[Assets]
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable
Deferred revenue
Convertible notes payable, net of discounts
Convertible notes - interest payable
Derivative liabilities
Current portion of lease liabilities
Receivables financing obligations
Term loan payable
Other current liabilities
Total current liabilities
[Liabilities, Current]
Long-term debt
Non-current portion of lease liabilities
Convertible notes payable, non-current
Total liabilities
[Liabilities]
Commitments and contingencies (Note 23)
Shareholders' equity (deficit)
Common stock, $0.001 par value, 200,000,000 shares authorized; 99,299,757 and 94,885,028 shares issued and outstanding as of August 31, 2026 and May 31, 2026, respectively (Note 14)
Additional paid-in capital
[Additional Paid in Capital]
Accumulated deficit
[Retained Earnings (Accumulated Deficit)]
Accumulated other comprehensive gain (loss)
[Accumulated Other Comprehensive Income (Loss), Net of Tax]
Total shareholders' equity (deficit)
[Equity, Attributable to Parent]
Total liabilities and shareholders' equity (deficit)
[Liabilities and Equity]
Allowance on loan receivable
STOCKHOLDERS DEFICIT
Common stock, shares par value
Common stock, shares authorized
Common stock, shares issued
Common stock, shares outstanding
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)
Operations
Total revenue
Cost of revenue
Gross profit
[Gross Profit]
Marketing expenses
Salaries and wages
Professional fees
Provision for credit losses
Other operating expenses
Total operating expenses
[Operating Expenses]
Loss from operations
[Operating Income (Loss)]
Interest income (expense)
Gain (loss) on investment
Gain (loss) on change in fair value of derivative liabilities
Other income (expenses)
Net loss before income taxes
[Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest]
Federal income tax expense
Net loss
[Net Income (Loss) Attributable to Parent]
Foreign currency translation gain (loss)
Total comprehensive loss
[Comprehensive Income (Loss), Net of Tax, Attributable to Parent]
Loss per share
Weighted average basic and diluted shares outstanding
Basic and diluted loss per share
Condensed Consolidated Statements of Changes in Shareholders Equity (Deficit) (Unaudited)
Statement [Table]
Statement [Line Items]
Equity Components [Axis]
Accumulated other comprehensive gain (loss)
AOCI Attributable to Parent [Member]
Common Stock
Additional paid-in capital
Additional Paid-in Capital [Member]
Accumulated deficit
Retained Earnings [Member]
Balance, shares
[Shares, Issued]
Balance, amount
Issuance of shares as compensation, shares
Issuance of shares as compensation, amount
Issuance of shares upon conversion of notes payable and accrued interest, shares
Issuance of shares upon conversion of notes payable and accrued interest, amount
Option compensation expense
Net loss
Foreign currency translation
Shares issued for cash, shares
Shares issued for cash, amount
Issuance of commitment shares, shares
Issuance of commitment shares, amount
Correction of a prior-year note conversion (Note 14)
Reclassification of warrants to derivative liabilities (Note 15)
Balance, shares
Balance, amount
Condensed Consolidated Statements of Cash Flow (Unaudited)
Cash flows from operating activities
Net loss
Adjustments to reconcile net loss to net cash:
Depreciation and amortization
Amortization of right of use asset
Amortization of debt discount
(Gain) loss on change in fair value of derivative liabilities
Accrued interest income on loan and note receivables
[Interest and Fee Income, Other Loans]
Provision for credit losses
Equity-based compensation expense
Costs incurred on contract fulfillment assets
Operating lease payments
Unrealized loss on equity securities and the related securities receivable, net
[Marketable Security, Unrealized Gain (Loss)]
Interest settled by application of prepaid interest
Finance charges on receivables financing obligations
Unrealized foreign exchange loss on loans
Changes in operating assets and liabilities:
Accounts receivable
[Increase (Decrease) in Accounts Receivable]
Inventories
[Increase (Decrease) in Inventories]
Prepaid expenses
[Increase (Decrease) in Prepaid Expense]
Other current assets
[Increase (Decrease) in Other Current Assets]
Accounts payable
[Increase (Decrease) in Accounts Payable]
Deferred revenue
[Increase (Decrease) in Deferred Revenue]
Accrued interest payable
Other current liabilities
[Increase (Decrease) in Other Current Liabilities]
Other assets, net
[Increase (Decrease) in Other Operating Assets]
Cash used in operating activities
[Cash Provided by (Used in) Operating Activity, Including Discontinued Operation]
Cash flows from investing activities
Acquisition of property and equipment
[Payments to Acquire Property, Plant, and Equipment]
Capitalized app development costs
[Capitalized app development costs]
Acquisition of project pipeline
[Payments to Acquire Projects]
Cash provided by (used in) investing activities
[Cash Provided by (Used in) Investing Activity, Including Discontinued Operation]
Cash flows from financing activities
Proceeds from convertible notes payable
Payments on convertible notes payable
[Repayments of Convertible Debt]
Proceeds from term loan
Repayments of term loan
[Repayments of Long-Term Debt]
Proceeds from (repayments of) receivables financing obligations, net
[Proceeds from (repayments of) receivables financing obligations, net]
Proceeds from short-term advance (included in other current liabilities)
Proceeds from related party loan
Proceeds from sale of common stock
Cash provided by financing activities
[Cash Provided by (Used in) Financing Activity, Including Discontinued Operation]
Effect of translation changes on cash
Change in cash and cash equivalents
[Cash, Cash Equivalent, Restricted Cash, and Restricted Cash Equivalent, Period Increase (Decrease), Including Exchange Rate Effect and Discontinued Operation]
Cash, beginning of period
Cash, end of period
Non-cash investing and financing activities
Conversion of notes payable and accrued interest to common stock
Debt discount recognized at issuance - embedded derivative liabilities
Shares issued in connection with note financings
Settlement of securities receivable in equity securities
Receivable and deferred rent converted into a convertible note receivable
Correction of a prior-year note conversion (Note 14)
[Correction of a prior-year note conversion (Note 14)]
Reclassification of warrants from equity to derivative liabilities (Note 15)
Maintenance fees earned and settled against convertible notes payable and accrued interest
Supplemental disclosures
Cash paid for interest
Cash paid for income taxes
Insider Trading Arrangements [LineItems]
Rule 10b5-1 Arrangements Adopted [Flag]
Rule 10b5-1 Arrangements Terminated [Flag]
Non Rule 10b5-1 Arrangements Adopted [Flag]
Non Rule 10b5-1 Arrangements Terminated [Flag]
Basis of Presentation and Significant Accounting Policies
Basis of Presentation and Significant Accounting Policies
Significant Accounting Policies [Text Block]
Prepaid Expenses
Prepaid Expenses
[Prepaid Expenses]
Inventory
Inventory
Inventory Disclosure [Text Block]
Property and Equipment
Property and Equipment
Property, Plant and Equipment Disclosure [Text Block]
Acquired Project Pipeline
Acquired Project Pipeline
[Acquired Project Pipeline]
Contract Fulfillment Assets
Contract Fulfillment Assets
[Contract Fulfillment Assets]
Other Assets, Maintenance Agreement and Consideration Payable to a Customer
Other Assets, Maintenance Agreement and Consideration Payable to a Customer
Revenue from Contract with Customer [Text Block]
Loan Receivable
Loan Receivable
[Loan Receivable]
Deferred Revenue
Deferred Revenue
Deferred Revenue Disclosure [Text Block]
Other Current Liabilities
Other Current Liabilities
Other Liabilities Disclosure [Text Block]
Convertible Notes
Convertible Notes
[Convertible Notes]
Long-Term Debt
Long-Term Debt
Long-Term Debt [Text Block]
Receivables Financing Obligations and Term Loan
Receivables Financing Obligations
Shareholders Equity
Shareholders' Equity
Warrants
Warrants
[Warrants]
Investments and Securities Receivable
Investments and Securities Receivable
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block]
Internally Developed Software
Internally Developed Software
Intangible Assets Disclosure [Text Block]
Stock Option Plan
Stock Option Plan
Share-Based Payment Arrangement [Text Block]
Income Taxes
Income Taxes
Income Tax Disclosure [Text Block]
Loss Per Share
Earnings Per Share [Text Block]
Related Party Transactions
Related Party Transactions
Related Party Transactions Disclosure [Text Block]
Concentrations
Concentrations
Concentration Risk Disclosure [Text Block]
Commitments and Contingencies
Commitments and Contingencies
Commitments and Contingencies Disclosure [Text Block]
Subsequent Events
Subsequent Events
Subsequent Events [Text Block]
Going Concern
Basis of Presentation
Use of Estimates and Assumptions
Fair Value of Financial Instruments
Revenue Recognition
Foreign Currency Translation
Loss per Common Share
Segment Reporting
Reclassifications
Recently Issued Accounting Standards
Summary of fair value measurements, recurring
Summary of derivative liabilities measured at fair value, recurring
Schedule of disaggregates revenue by the jurisdiction of the contracting subsidiary
Schedule of segment reporting
Schedule of prepaid expenses
Schedule of inventory
Schedule of property and equipment
Schedule of intangible assets on the consolidated balance sheet
Schedule of contract fulfillment assets
Other Assets Maintenance Agreement and Consideration Payable to a Customer (Tables)
Schedule of other assets
Schedule of deferred revenue
Schedule of other current liabilities
Schedule of convertible notes
Schedule of long-term debt
Schedule of receivables financing obligations
Schedule of warrants
Schedule of investments and securities receivable
Schedule of stock options activity
Schedule of loss per share
Schedule of lease payments
Fair Value Hierarchy and NAV [Axis]
Level 1 [Member]
Level 2 [Member]
Level 3 [Member]
Investments in equity securities
[Equity Method Investments, Fair Value Disclosure]
Derivative liabilities - convertible note conversion features
Derivative liabilities - warrants
Balance at beginning of period
[Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value]
Recognized on issuance of convertible notes
Released to equity on conversion
Reclassification of warrants from equity
Change in fair value recognized in earnings
Balance at end of period
Geographical [Axis]
United States
Cyprus [Member]
Ireland [Member]
Spain [Member]
Canada [Member]
Colombia [Member]
Total revenue
Subsegments Consolidation Items [Axis]
Segment reporting [Member]
Revenues
Cost of revenue
Salaries and wages, excluding stock compensation
[Salary and Wage, Excluding Cost of Good and Service Sold]
Stock compensation
[Share-Based Payment Arrangement, Noncash Expense]
Marketing expenses
Professional fees
Travel and entertainment
[Travel and Entertainment Expense]
Depreciation and amortization
Rent
[Rent]
Dues and subscriptions
[Dues and subscriptions]
Bank and transaction fees
[Bank and transaction fees]
Provision for credit losses
[Provision for Other Credit Losses]
Other operating expenses
Total significant segment expenses
[Total significant segment expenses]
Revenue less significant segment expenses
[Revenue less significant segment expenses]
Other segment items
[Segment Reporting, Other Segment Item, Amount]
Plan Name [Axis]
Debt Instrument [Axis]
Related and Nonrelated Parties [Axis]
Master Note Tranches 1 [Member]
Five Notes [Member]
Convertible Notes [Member]
Maintenance Agreement [Member]
Accumulated deficit
Working capital
Cash
Share-based compensation
Shares issued as compensation for services
Warrants and options description
Maintenance agreement description
Derivative liabilities measured at fair value gain
Derivative liabilities change in fair value
Derivative liabilities derivatives issued
Warrants issued
Change in accounting estimate and increased derivative liability
Derivative liability
Potential dilutive securities
Prepaid sponsorship and marketing
Prepaid biochar equipment deposit
Other prepaids
Total
Carbon credit inventory
Total
Furniture and fixtures
Computer and equipment
Total property cost
Accumulated depreciation
[Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment]
Property and equipment, net
Purchase of equipment
Total depreciation and amortization
Depreciation expense
Acquired project pipeline, at cost
Accumulated amortization
[Accumulated amortization]
Intangible assets, net
[Intangible Assets, Net (Excluding Goodwill)]
Amortization expense
Estimated annual amortization
Useful life of amortized asset
Related Party Transaction [Axis]
ABC Mangrove Senegal (loss)
Cost of contract
Consideration payable to a customer - maintenance agreement
Deferred offering costs
Long-term security deposits
Due from related party
Total
Finite-Lived Intangible Assets by Major Class [Axis]
One Customer [Member]
Unamortized consideration payable
Net revenue recognized
Other current assets
Principal amount
Consideration payable
Other assets
[Other Assets]
Loan Agreement [Member]
Foreign exchange gain and loss
Interest income
Carrying value
Allowance for credit losses
Convertible notes receivable
Convertible notes receivable including accrued interest
Expected increase in allowance
Advanced to related party
Interest rate
Number of shares pledged as collateral
Accrued interest
Increase in allowances for credit losses
Net loan allowance
Quoted market value of shares increases
Revenue deferred - credits not yet delivered
Development cost prepayments received
Other customer prepayments
Contract liability - advisory services advance
Deferred rent income - related party (Note 21)
Total
I-REC Sales Agreement
Payment made full in advance for certificates
Unpaid payment not considered for certificates
Received from customer for number of certificates
Total received from customers in deferred revenue
Development cost prepayments received
[Development cost prepayments received]
Deferred revenues
Loan payable - short-term advance
Employee and statutory payroll liabilities
Value added and sales tax balances, net
[Sales and Excise Tax Payable, Current]
Goods received not invoiced
Other accruals
[Other accruals]
Total
Karbon-X Corp.
Advanced to related party
[Advanced to related party]
Vesting [Axis]
Other Lenders [Member]
One Lender [Member]
The Lender [Member]
Maintenance Note [Member]
Debtfund L.P. [Member]
Tranche One [Member]
Tranche Two [Member]
CFI Capital [Member]
GW Capital [Member]
Auctus Fund [Member]
SilverCrest Hybrid Capital [Member]
Total principal outstanding
Less: unamortized debt discount
[Debt Instrument, Unamortized Discount]
Less: amounts classified as non-current
Convertible notes payable, net of discounts
Short-Term Debt, Type [Axis]
Class of Stock [Axis]
Convertible Promissory Notes [Member]
Bottom [Member]
Maintenance Agreement [Member]
Top [Member]
Convertible Promissory Five Notes [Member]
Five Convertible Promissory Notes [Member]
Five Lender [Member]
Debt discount amortization
Principal outstanding
Convertible notes - interest payable
Embedded derivative liabilities
Convertible notes
Debt conversion, description
Aggregate purchase prices
Fair value measured
Gain (loss) on change in fair value of derivative liabilities
[Gain (Loss) on Sale of Derivatives]
Debt discount
Conversion discount rate
Beneficial ownership limitations, rate
Term note - face amount
Unamortized debt discount and issuance costs
Total long-term debt
Lender [Member]
Term note - face amount
Interest rate
[Debt Instrument, Interest Rate, Stated Percentage]
Interest paid during quarter
Amount withheld at closing
Scheduled monthly principal amortization amount
Amount due after five year
Amortization debt discount
Unamortization debt discount
Customer [Axis]
Provider A - Funded April 28, 2026 [Member]
Provider B - Funded April 24, 2026 [Member]
Term Loan Payable [Member]
Provider C - Funded July 22, 2026 [Member]
Provider D - Funded August 27, 2026 [Member]
Receivables financing obligations
[Receivables financing obligations]
Total receivables financing obligations and term loan
Less: term loan payable, presented separately
Collateral Held [Axis]
Assets Pledged As Collateral [Member]
Description of term loan
Financing obligations of merchant, description
Inventories
Cash
Accounts receivable
[Accounts Receivable, after Allowance for Credit Loss]
Share sold during period
Proceeds from share sold
Common stock, shares issued
Common stock, shares outstanding
Number of shares issued for compensation, shares
Number of shares issued for compensation, amount
Number of shares issued for settlement of finders fee, shares
Number of shares issued for settlement of finders fee, amount
Number of commitment shares issued, shares
Number of commitment shares issued, amount
Number of shares issued for conversion of convetible notes, shares
Number of shares issued for conversion of convetible notes, amount
Shares issuance cost
Option compensation expense
[Stock or Unit Option Plan Expense]
Issuance of shares upon conversion of notes payable and accrued interest, amount
[Issuance of shares upon conversion of notes payable and accrued interest, amount]
Issuance of shares upon conversion of notes payable and accrued interest, shares
[Issuance of shares upon conversion of notes payable and accrued interest, shares]
Outstanding, beginning balance
[Class of Warrant or Right, Outstanding]
Granted
Exercised
[Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period]
Expired
[Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Expirations in Period]
Outstanding, ending balance
Weighted average exercise price, beginning balance
[Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price]
Weighted average exercise price, granted
Weighted average exercise price, exercised
Weighted average exercise price, expired
Weighted average exercise price, ending balance
Weighted average remaining contractual life (in years), beginning balance
Weighted average remaining contractual life (in years), ending balance
Master Note Tranche 1, January 8, 2026 [Member]
Master Note Tranche 2, February 18, 2026 [Member]
Warants description
Granted
[Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross]
Contractual remaining life
Aggregate intrinsic value
Closing price
Common stock purchase warrants
Fixed warrant exercise price
Beneficial ownership limitations, rate
Fair value at issuance of warrant
Investments in equity securities
Securities receivable
[Other Receivables]
Total
[Investments]
Shares issued for credit purchase agreement, shares
Credit Purchase Agreement
Securities description
Initial valuation price
Remaining securities settlement
Not yet amortized cost
Amortization expense
[Amortization of Intangible Assets]
Accumulated amortization
[Accumulated Amortization of Other Deferred Costs]
Capitalized internally developed software
Gross capitalized cost
Derivative Instrument [Axis]
Stock Option
Options authorized
Options outstanding, beginning balance
[Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number]
Granted
Exercised
Cancelled
[Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period]
Options outstanding, ending balance
Options exercisable
[Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number]
Options unvested
[Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares]
Weighted average exercise price, granted
[Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price]
Weighted average exercise price, cancelled
Weighted average exercise price, expired
Weighted average exercise price, options exercisable
Weighted average exercise price, options unvested
Weighted average remaining contractual term, options (years), Outstanding
Weighted average remaining contractual term, options (years), exercisable
Weighted average remaining contractual term, options (years), unvested
Weighted average remaining contractual term, options (years), granted
Weighted average remaining contractual term, options (years), outstanding
Title and Position [Axis]
Employees', Directors', Officers', and Consultants' Stock Option Plan [Member]
Stock-Based Compensation Expense [Member]
Board OfDirectors Chairman [Member]
Options to purchase common stock
Fixed warrant exercise price
Stock options cancelled
Stock options granted
Price per share
Incremental fair value
Weighted average exercise price
Grant date fair value per option
Expected volatility
Risk-free interest rate
Expected life
Expected dividends
Description of stock option plan
Stock based compensation expense
Share-based compensation on shares issued for services
Unvested stock options
Aggregate intrinsic value, outstanding
Aggregate intrinsic shares, outstanding
Closing market price
Effective tax rate
Award Type [Axis]
Convertible Notes If Converted [Member]
Options [Member]
Warrants [Member]
Potentially dilutive securities
Top [Member]
Bottom [Member]
Weighted average shares outstanding
Shares issued in conversion
Basic and diluted loss per share
[Earnings Per Share, Basic]
Conversion price
Mr. Clovis [Member]
Related party description
Convertible promissory note
Annual salary
Due from an entity receivable
Sublease rent receivable
Receivable Type [Axis]
Trade Accounts receivable [Member]
Karbon-X Trading Limited
Revenue in percentage
Concentrations credit risk
Revenue
Trade accounts receivable
2027 (remaining nine months)
2028
2029
2030
Thereafter
Total lease payment
Less: Imputed interest
[Lessee, Operating Lease, Liability, Undiscounted Excess Amount]
Operating lease liabilities
Operating lease liability - current
Operating lease liability - non-current
Weighted average discount rate
Weighted average remaining lease term (years)
Total lease expense
Lease term, description
Lease term
Operating leases, description
Subsequent Event Type Axis
Subsequent Event [Member]
Convertible Notes [Member]
[Convertible Notes [Member]]
Receivables Financing [Member]
Conversions And Share Issuances [Member]
Board OfDirectors Chairman [Member]
Consulting Agreements [Member]
Carbon credits purchase shares
Advertising and promotional agreement description
Trade financing description
Carbon credit purchase agreement description
Principal converted amount
Notes bear interest rate
Commitment shares of common stock issued
Warrant to purchase
Merchant cash advance carrying value
Purchased amounts
Repayable weekly remittances
Cash fee
Cash fee per instalments
Restricted shares of common stock
[Weighted Average Number of Shares, Restricted Stock]
Interest rate
[Subordinated Borrowing, Interest Rate]
Conversion price
Restricted shares of common stock
Marketing services agreement shares
Common stock issued and outstanding
Original issue discounts
Cash proceeds after costs
Convertible promissory notes principal amount
Accrued interest
[Debt Instrument, Increase, Accrued Interest]
Legal services
Commitment shares in connection with convertible note
Price per share
Discount to market price