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Convertible Notes Payable

6 Months Ended

Oct. 31, 2025

Convertible Notes Payable [Abstract]

12. Convertible notes payable

Unsecured convertible promissory note entered on March 12, 2025

On March 12, 2025, the Company entered into a note purchase agreement with an investor, pursuant to which the Company issued the Investor i) an unsecured promissory note in the principal amount of $3,000,000 (the “initial Note”), for $2,335,000 in net proceeds and ii) a note purchase warrant, which is exercisable for one or more Notes in the aggregate original principal amount of up to $6,500,000 (the “Incremental Warrant”) with an original issue discount of 8.5% and termination date on March 12, 2028. The Note included an original issue discount (“OID”) of $255,000 along with debt issuance cost $410,000 for investor’s fees, costs and other transaction expenses in connection with the issuance of the note. In addition, the Company valued the conversion feature of this promissory note on the date of issuance resulting in an initial fair value of $1,806,218 and was recorded as a discount to the note with corresponding account credit to derivative liability (see further discussion below). The OID, debt issuance cost and the fair value of conversion feature at note issuance date were recognized as debt discounts and are amortized over the term of the note using the straight-line method.

	October 31, 2025		April 30, 2025
Convertible note, principal	$	-	$	3,000,000
Debt discount		-		(2,471,218	)
Amortization of debt discount		-		55,417
Convertible note, net	$	-	$	584,199

The Initial Note is a senior unsecured obligation of the Company and has a maturity date of March 12, 2027, which may be extended at the option of the Holder with the express written consent of the Company pursuant to the terms of the Initial Note. The Initial Note bears interest at a rate to 5.25% per annum and may increase to a rate of 18.00% per annum upon the occurrence of an Event of Default (as defined in the Initial Note), for so long as such event remains uncured. Accrued interest will be paid on a monthly basis and, at the Company’s option, will either be paid in cash or paid-in-kind in shares of Common Stock, subject to certain terms and conditions as set forth in the Initial Note. During the three and six months ended October 31, 2025, the Company recorded interest expense of $25,493 and $ 65,192 on this note.

The holder of the Initial Note has the right to elect at any time to convert the Initial Note into shares of Class A common stock, so long as the aggregate number of shares of Class A common stock then beneficially owned by the holder (together with its affiliates) would not exceed 4.99% (the “Beneficial Ownership Limitation”) of the number of shares of Class A Common Stock outstanding immediately after giving effect to the conversion, as such percentage ownership is determined in accordance with the terms of the Initial Note. The number of shares of Class A common stock issuable upon conversion of the Initial Note will be determined by dividing (x) the portion of the principal, interest, or other amounts outstanding under the Initial Note to be converted (the “Conversion Amount”) by (y) the Conversion Price. The Conversion Price of the Initial Note is initially $1.38 per share of Class A common stock (the “Fixed Price”). Beginning on the effective date of the initial Registration Statement and on the same day of each successive month thereafter (each, a “Fixed Price Reset Date”), the Conversion Price will be reduced to the lower of (i) the then-effective Fixed Price and (ii) 95% of the lowest daily VWAP during the ten (10) consecutive trading days immediately prior to such Fixed Price Reset Date (the “Variable Price”). Additionally, on any trading day on which the aggregate trading value of the Class A common stock (as reported on Bloomberg) is equal to or greater than $500,000 between 4:00 a.m. and 11:00 a.m., New York time, the Conversion Price on such trading day (and only for such trading day) will be reduced to the lowest of (i) the then effective Variable Price, (ii) the lowest price traded on such trading day until the earlier of (A) 11:00 a.m., New York time, (B) the time a conversion notice is delivered pursuant to the Initial Note, subject to the Floor Price then in effect, and (C) the then effective Conversion Price. Upon the occurrence of an Event of Default, with respect to any Event of Default, the Alternate Conversion Price (as defined in the Initial Note) will be equal to the lower of (i) the then effective Conversion Price and (ii) 85% of the lowest daily VWAP during the ten (10) consecutive trading days immediately prior to the date that the Selling Stockholder delivers a conversion notice any time after the occurrence of an Event of Default.

The promissory note requires the Company to maintain, or cause to be maintained, as of the end of each Fiscal Quarter (and/or Fiscal Year, as applicable) a balance of available cash in an aggregate amount equal to or exceeding $500,000 (the “Financial Test” or “Financial Covenants”).

The Note Holder may exercise the Incremental Warrant, in whole or in part, in increments of up to $1,500,000, but subject to a minimum increment of $250,000, at any time prior to March 12, 2028. The Incremental Warrant also provides that the Company may request that the Holder exercise the Incremental Warrant if certain terms and conditions are satisfied as set forth in the Incremental Warrant. The aggregate exercise price to purchase the maximum aggregate principal amount of Additional Notes issuable under the Incremental Warrant is $5,947,500, which gives effect to an original issue discount of eight and a half percent (8.5%) for each such Additional Note issued upon the exercise of the Incremental Warrant. The Note Holder is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the ninetieth (90) Trading Day following the effective date of the initial Registration Statement (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 12, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Maison. The incremental warrant is contingent for exercise upon effectiveness of the initial registration statement, as of October 31, 2025, the initial registration statement was not effective yet and is under SEC review, however, the Company expects it will meet the registration effectiveness deadline described below.

On March 12, 2025, the Company also entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investor pursuant to which the Company agreed to register the resale of the Conversion Shares issued or issuable upon conversion of the Initial Note and any Additional Notes. The Registration Rights Agreement requires, among other things, the Company to file an initial resale registration statement covering the Conversion Shares with the SEC within 30 calendar days after the Closing Date. The Company is obligated to use its best efforts to have the registration statement declared effective by the SEC as soon as practicable, but in no event later than the 60th calendar day following the Closing Date (the “Effectiveness Deadline”). However, in the event the Company is notified by SEC that the registration statement will not be reviewed or is no longer subject to further review and comments, the Effectiveness Deadline will be accelerated to the fifth business day following the date on which the Company is so notified if such date precedes the initial Effectiveness Deadline. In the event the registration statement is subject to a full SEC review, or the Company is required to update the financial statements therein, which causes the registration statement not to be declared effective by the Effectiveness Deadline, the Effectiveness Deadline will automatically be deemed to be extended for so long as necessary, provided that the Company is using its best efforts to promptly respond to and satisfy the requests of the SEC. During any such period, the Company will not be in default of satisfying the Effectiveness Deadline. The Company repaid this note in full through the issuance of 3,185,968 shares and 1,593,208 shares of the Company’s common stock on September 29, 2025 and September 30, 2025, respectively. The Company recorded a loss of $2,694,951 from the conversion of this convertible note.

Derivative liability

The convertible promissory note is convertible into a variable number of shares of common stock. Based on the requirements of ASC 815 Derivatives and Hedging, the conversion feature represented an embedded derivative that is required to be bifurcated and accounted for as a separate derivative liability. The derivative liability is originally recorded at its estimated fair value and is required to be revalued at each conversion event and reporting period. Changes in the derivative liability fair value are reported in operating results for each reporting period.

The Company valued the conversion feature of the convertible note on the date of issuance resulting in an initial liability of $1,806,218. Upon issuance, the Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: the initial conversion prices of $1.38, the closing stock price of the Company’s common stock on the date of valuation of $1.49, an expected dividend yield of 0%, expected volatility of 100%, risk-free interest rate ranging of 4.01%, and an expected term of two years.

During the six months ended October 31, 2025, the Company amortized OID and debt issuance cost of $137,618 and recorded $65,192 interest expense on this Note; the Company repaid this note in full through the issuance of 3,185,968 shares and 1,593,208 shares of the Company’s common stock on September 29, 2025 and September 30, 2025, respectively. On September 29, 2025, the derivative liability on the outstanding convertible note were revalued at $1,381,635 resulting in a loss of $377,405 for the six months ended October 31, 2025, related to the change in fair value of the derivative liability. The derivative liability was revalued using the Black-Scholes option pricing model with the following assumptions: exercise prices of $0.78, the closing stock price of the Company’s common stock on the date of valuation of $1.12, an expected dividend yield of 0%, expected volatility of 100%, risk-free interest rate of 4.01%, and an expected term of 1.45 years.

Issuance of second tranche of unsecured convertible promissory note under March 12, 2025 note purchase agreement

On October 22, 2025, the Company issued an additional senior unsecured convertible promissory note in the principal amount of $3,000,000 (the “Additional Note”) to the investor pursuant to the initial Note Purchase Agreement dated as of March 12, 2025 by and between the Company and the Holder. The conversion price of the additional Note is initially $0.78 per share of Class A common stock (the “Fixed Price”). Beginning on the effective date of the initial Registration Statement and on the same day of each successive month thereafter, the conversion price will be reduced to the lower of (i) the then-effective Fixed Price and (ii) 95% of the lowest daily VWAP during the ten (10) consecutive trading days immediately prior to such Fixed Price Reset Date (the “Variable Price”).

The Note included an original issue discount (“OID”) of $255,000 along with debt issuance cost $256,000 for investor’s fees, costs and other transaction expenses in connection with the issuance of this note. In addition, the Company valued the conversion feature of this promissory note on the date of issuance resulting in an initial fair value of $1,568,921 and was recorded as a discount to the note with corresponding account credit to derivative liability (see further discussion below). The OID, debt issuance cost and the fair value of conversion feature at note issuance date were recognized as debt discounts and are amortized over the term of the note using the straight-line method.

	October 31, 2025
Convertible note, principal	$	3,000,000
Debt discount		(2,079,921	)
Amortization of debt discount		25,643
Convertible note, net	$	945,722

The Additional Note is a senior unsecured obligation of the Company and has a maturity date of October 22, 2027. The Additional Note bears interest at a rate to 5.25% per annum and may increase to a rate of 18.00% per annum upon the occurrence of an Event of Default (as defined in the Initial Note), for so long as such event remains uncured. Accrued interest will be paid on a monthly basis and, at the Company’s option, will either be paid in cash or paid-in-kind in shares of Common Stock, subject to certain terms and conditions as set forth in the Initial Note. During the three and six months ended October 31, 2025, the Company recorded interest expense of $ 3,884 on this note.

Derivative liability

The Company valued the conversion feature of this convertible note on the date of issuance resulting in an initial liability of $1,568,921. Upon issuance, the Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: the initial conversion prices of $0.78, the closing stock price of the Company’s common stock on the date of valuation of $0.77, an expected dividend yield of 0%, expected volatility of 100%, risk-free interest rate ranging of 3.45%, and an expected term of two years.

During the three and six months ended October 31, 2025, there was no conversion for the convertible note. On October 31, 2025, the derivative liability on the outstanding convertible note were revalued at $1,363,720 resulting in a gain of $205,201 for the three and six months ended October 31, 2025, related to the change in fair value of the derivative liability. The derivative liability was revalued using the Black-Scholes option pricing model with the following assumptions: exercise prices of $0.78, the closing stock price of the Company’s common stock on the date of valuation of $0.70, an expected dividend yield of 0%, expected volatility of 100%, risk-free interest rate of 3.60%, and an expected term of 1.98 years.

Senior secured convertible promissory note entered on October 1, 2025

On October 1, 2025, the Company concluded the initial closing under the Securities Purchase Agreement dated as of September 28, 2025, pursuant to which the Company agreed to issue and sell to an institutional investor (the “Investor”) a total principal amount of up to $70 million Senior Secured Convertible Promissory Notes (the “Notes”). On October 1, 2025, the Company issued an initial Note to the Investor in the principal amount of $3,000,000 for a purchase price of $2,745,000 (the “Initial Note”). In accordance with the terms of the Purchase Agreement, approximately 90% of the net proceeds received from the purchase and sale of the Initial Note will be used to acquire World Coin (WLD) to be held as a treasury asset for the Company’s balance sheet. The Note has an original issue discount of 8.5% ($255,000) along with debt issuance cost $390,000. In addition, the Company valued the conversion feature of this promissory note on the date of issuance resulting in an initial fair value of $1,544,623 and was recorded as a discount to the note with corresponding account credit to derivative liability (see further discussion below). The OID, debt issuance cost and the fair value of conversion feature at note issuance date were recognized as debt discounts and are amortized over the term of the note using the straight-line method.

	October 31, 2025
Convertible note, principal	$	3,000,000
Debt discount		(2,189,623	)
Amortization of debt discount		92,468
Convertible note, net	$	902,845

The Initial Note has an initial conversion price of $1.0289, bears interest at a rate of eight percent (8%) per year, and matures on October 1, 2027. During the three and six months ended October 31, 2025, the Company recorded interest expense of $ 19,726 on this note. Interest payments are required to be paid monthly beginning on November 1, 2025, and may be paid in cash or, subject to the satisfaction of certain equity market conditions, in shares of Class A Common Stock of the Company, valued at the conversion price of the Initial Notes then in effect. The Note will be convertible to Class A Common Stock of the Company at price equal to lower of (i) the Nasdaq “Minimum Price” (as defined in Nasdaq Rule 5635(d)) as of the date of issuance of such Note and (ii) 90% of the lowest daily volume weighted average price of the Company’s Class A Common Stock during the ten (10) consecutive trading days preceding the conversion notice (the “Conversion Price”). In no event, however, shall the Initial Note be convertible at a price less than the floor price equal to 20% of the Nasdaq “Minimum Price” as of the date of issuance of the Initial Note, or $0.2058 per share (the “Floor Price”).

The Investor’s conversions of the Initial Note will be limited such that no conversion may be made to the extent that aggregate number of shares of the Common Stock then beneficially owned by the Investor (together with its affiliates) would exceed 4.99% (the “Beneficial Ownership Limitation”) of the number of shares of Common Stock outstanding immediately after giving effect to the conversion. The Investor has the right to increase the Beneficial Ownership Limitation, upon no less than 61 days’ prior notice, up 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion.

Commencing on November 1, 2025, and at any time thereafter any Notes remains outstanding, the Company’s available cash and cash equivalents produced by the Company and its subsidiaries, as of the last calendar day in each fiscal quarter (each, a “covenant measuring date”) shall equal or exceed $400,000 (the “Available Cash Test”).

The Company’s obligations under the Notes will be secured by a lien on all assets of the Company, including all cryptocurrencies purchased with the proceeds of the Notes, under the terms of a Pledge and Security Agreement to be entered into as of the date of the initial closing(the “Security Agreement”). The Security Agreement will contain customary covenants and restrictions, including prohibitions on the granting of additional liens on any collateral or the transfer or sale of collateral other than in the ordinary course of business. Under the terms of the Security Agreement, all cryptocurrencies acquired by the Company with the proceeds of the Notes will be held for security in a blocked custodial account to be administered by an appointed custodian acting on behalf of the Note holders. Cryptocurrencies held under the control the Note holders in the blocked custodial account may not be sold or transferred for so long as any Notes remain outstanding.

On September 28, 2025, the Company also entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investor pursuant to which the Company agreed to register the resale of all shares of Class A Common Stock issuable upon conversion of the Notes. The Registration Rights Agreement requires, among other things, the Company to file an initial resale registration statement covering the conversion shares with the SEC within 30 calendar days after the initial closing date. The Company is obligated to use its best efforts to have the registration statement declared effective by the SEC as soon as practicable, but in no event later than the 90th calendar day following the closing date (the “Effectiveness Deadline”). However, in the event the Company is notified by SEC that the registration statement will not be reviewed or is no longer subject to further review and comments, the Effectiveness Deadline will be accelerated to the 2nd business day following the date on which the Company is so notified if such date precedes the initial Effectiveness Deadline.

Derivative liability

The Company valued the conversion feature of the convertible note on the date of issuance resulting in an initial liability of $1,544,623. Upon issuance, the Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: the initial conversion prices of $1.0289, the closing stock price of the Company’s common stock on the date of valuation of $1.00, an expected dividend yield of 0%, expected volatility of 100%, risk-free interest rate ranging of 3.55%, and an expected term of two years.

During the three and six months ended October 31, 2025, there was no conversion for the convertible note. On October 31, 2025, the derivative liability on the outstanding convertible note were revalued at $1,098,430 resulting in a gain of $446,194 for the three and six months ended October 31, 2025, related to the change in fair value of the derivative liability. The derivative liability was revalued using the Black-Scholes option pricing model with the following assumptions: exercise prices of $0.66, the closing stock price of the Company’s common stock on the date of valuation of $0.70, an expected dividend yield of 0%, expected volatility of 100%, risk-free interest rate of 3.60%, and an expected term of 1.92 years.