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Common Stock

9 Months Ended

Feb. 28, 2025

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; (ii) an unlimited number of Class B ordinary shares; and (iii) an unlimited number of preferred 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. The 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 nine months ended February 28, 2025.

Warrant holders exercised 2,590,000 warrants in exchange for 2,590,000 Class A ordinary shares for proceeds of $2,774 during the nine months ended February 28, 2025.

As of February 28, 2025, there were warrants outstanding of 12,065,375 at an exercise price of $11.50 USD and 3,210,000 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		4.0	$	-
Issued August 21, 2024		8,800,000		$	0.49		4.5		-
Exercised		(5,590,000	)	$	0.35		4.9		-
Expired		-		$	-		-	$	-
Outstanding warrants February 28, 2025		15,275,375		$	9.24		4.1	$	-

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.

On December 18, 2024, the Company entered into subscription agreements with a third-party investor pursuant to which the Company issued an aggregate of 4,166,667 Class A ordinary shares of the Company at a price of USD $0.36 per share, and an aggregate of 4,500 Series A preferred shares of the Company at a price of USD $1,000 per share. The financing closed on December 19, 2024.

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. The proceeds received by the Company are summarized below:

Gross Proceeds - Class A Shares	$	2,100
Gross Proceeds - Preferred Shares		6,300
Direct costs		(50	)
Net Proceeds	$	8,350

On February 14, 2025, we entered into a Capital on Demand™ Sales Agreement (the “Sales Agreement”) with an institutional services company (the “Sales Agent”) relating to our Class A ordinary shares. In accordance with the terms of the Sales Agreement, we may offer and sell Class A ordinary shares having an aggregate offering price of up to $6,250,000 USD from time-to-time through the Sales Agent, acting as our agent or principal. As of February 28, 2025, we have raised gross proceeds of $ nil and issued no Class A ordinary shares through this program.