Common Stock

6 Months Ended

Nov. 30, 2024

Common Stock [Abstract]

Common Stock

NOTE 7. Common Stock

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; and (ii) an unlimited number of Class B ordinary shares. The holder of each ordinary share is entitled to one vote.

On August 21, 2024, the Company completed a registered securities offering (“RSO”) by issuing 2,800,000 Class A ordinary shares, 3,000,000 Pre-Funded Warrants (“PFW’s”), and 5,800,000 warrants. As of November 30, 2024, proceeds received by the Company are summarized below:

Gross Proceeds - Class A Shares	$	1,906
Gross Proceeds - PFW’s		2,041
Gross Proceeds - Warrant Exercises		103
Direct costs		(510	)
Net Proceeds	$	3,540

PFW’s may be exercised by warrant holders at any time at a nominal exercise price as they were funded in connection with the RSO. Upon exercise, each PFW may be exchanged for one Class A ordinary share. All 3 million PFW’s were exercised in the quarter ended November 30, 2024.

Warrant holders exercised 100,000 warrants in exchange for 100,000 Class A ordinary shares for proceeds of $103 during the six months ended November 30, 2024.

As of November 30, 2024, there were warrants outstanding of 12,065,375 at an exercise price of $11.50 USD and 5,700,000 at an exercise price of $0.75 USD to purchase an equivalent number of Class A ordinary shares.

A summary of warrant activity for the Company is as follows: 

	Number of Warrants			Weighted Average Exercise Price (USD)		Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value (USD)
Outstanding warrants May 31, 2024		12,065,375		$	11.50		4.3	$	-
Issued August 21, 2024		8,800,000		$	0.49		4.7		-
Exercised		(3,100,000	)	$	0.02		5.0		-
Expired		-		$	-		-	$	-
Outstanding warrants August 31, 2024		17,765,375		$	8.05		4.4	$	-

Terms and related estimates connected with the RSO have been outlined in note 6. The Company has retroactively adjusted the number of shares issued and outstanding prior to January 12, 2024, to give effect to the Exchange Ratio.