NFT Ltd 6-K, filed Oct 1, 2024
NFT Ltd (MI)
About this 6-K
NFT Ltd filed this 6-K on October 1, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October
Commission File Number
|
Office Q 11th Floor, Kings Wing Plaza 2, No.1 Kwan Street, Sha Tin, New Territories Hong Kong +86-19145546614 |
| (Address of Principal Executive Offices) |
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
NFT Limited is furnishing its unaudited condensed consolidated financial statements and footnotes for the six months ended June 30, 2024 and 2023. The financial statements and notes are attached as Exhibit 99.1 to this report of foreign private issuer on Form 6-K, and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2024 is attached as Exhibit 99.2 to this report of foreign private issuer on Form 6-K.
1
Financial Statements and Exhibits.
Exhibits.
| Exhibit No. | Description | |
| 99.1 | Unaudited Condensed Consolidated Financial Statements and Notes of NFT Limited for the Six Months Ended June 30, 2024 and 2023 | |
| 99.2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 104 | Cover Page Interactive Data File formatted as Inline XBRL and contained in Exhibit 101 |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | October 1, 2024 | By: | /s/ Kuangtao Wang | ||
| Name: | Kuangtao Wang | ||||
| Chief Executive Officer | |||||
3
Exhibit 99.1
NFT LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Stated in U.S. Dollars except Number of Shares)
| June 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Prepayment and other current assets, net | ||||||||
| Loan receivables | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Non-marketable investment, net | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| LIABILITIES | ||||||||
| Current liabilities | ||||||||
| Accrued expenses and other payables | $ | $ | ||||||
| Advance from customers | ||||||||
| Warrant liabilities | ||||||||
| Tax payables | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| *Common stock ( | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ||||||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
| * |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
1
NFT LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Stated in U.S. Dollars except Number of Shares)
| For the Six Months Ended | ||||||||
| June 30, | ||||||||
| 2024 | 2023 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Revenue | ||||||||
| Commission-continuing operations | $ | $ | ||||||
| Commission-discontinued operations | $ | $ | ||||||
| Revenue-continuing operations | ||||||||
| Revenue-discontinued operations | ||||||||
| Cost of revenue-continuing operations | ( | ) | ( | ) | ||||
| Cost of revenue-discontinued operations | ||||||||
| Gross profit-continuing operations | ||||||||
| Gross profit-discontinued operations | ||||||||
| Operating expenses: | ||||||||
| General and administrative expenses-continuing operations | ( | ) | ( | ) | ||||
| General and administrative expenses-discontinued operations | ( | ) | ||||||
| Gain on disposal of subsidiaries | ||||||||
| Total operating expenses - continuing operations | ( | ) | ( | ) | ||||
| Total operating expenses - discontinued operations | ||||||||
| Loss from continuing operations | ( | ) | ( | ) | ||||
| Other income and expenses: | ||||||||
| Interest Income | ||||||||
| Gain on change of fair value of warrant liability | - | |||||||
| Total other income (expenses) | ||||||||
| Profit/(Loss) before income taxes-continuing operations | ( | ) | ||||||
| Income tax expenses-continuing operations | ||||||||
| Net loss from continuing operations | ( | ) | ||||||
| Loss before income tax-discontinued operations: | ||||||||
| Gain on disposal of subsidiaries | ||||||||
| Loss from discontinued operations | ( | ) | ||||||
| Income tax expenses-discontinued operations | ||||||||
| Tax expense | ||||||||
| Net profit from discontinued operations | ||||||||
| Net profit | $ | $ | ||||||
| Foreign currency translation adjustment | ( | ) | ||||||
| Comprehensive income | $ | $ | ||||||
| Profit/(Loss) from continuing operations per common share - basic | $ | $ | ( | ) | ||||
| Profit/(Loss) from continuing operations per common share -diluted | $ | $ | ( | ) | ||||
| Profit/(Loss) from discontinued operations per common share - basic | $ | $ | ||||||
| Profit/(Loss) from discontinued operations per common share - diluted | $ | $ | ||||||
| Weighted average number of common shares outstanding-basic | ||||||||
| Weighted average number of common shares outstanding-diluted | ||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
2
NFT LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Stated in U.S. Dollars except Number of Shares)
| Number of shares | Common Stock | Additional Paid-in capital | Accumulated deficit | Accumulated other comprehensive loss | Total | |||||||||||||||||||
| Balance, December 31, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Net loss from continuing operations | - | ( | ) | ( | ) | |||||||||||||||||||
| Net loss from discontinued operations | - | ( | ) | ( | ) | |||||||||||||||||||
| Disposal of subsidiaries | - | |||||||||||||||||||||||
| Foreign currency translation adjustment | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance, June 30, 2023 | $ | $ | $ | ( | ) | $ | - | $ | ||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| *Correction of par value misstatement | - | ( | ) | |||||||||||||||||||||
| Effect of rounding fractional shares into whole shares upon reverse stock split | ( | ) | - | |||||||||||||||||||||
| Private placement | ||||||||||||||||||||||||
| Issuance of common stock warrants | - | - | ( | ) | ( | ) | ||||||||||||||||||
| Cashless exercise of common stock warrants | ||||||||||||||||||||||||
| Net profit from continuing operations | - | |||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| * |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
3
NFT LIMITED AND SUBSIDIARIES
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in U.S. Dollars)
| Six Months Ended | ||||||||
| June 30, | June 30, | |||||||
| 2024 | 2023 | |||||||
| Cash flows from operating activities: | ||||||||
| $ | $ | ( | ) | |||||
| Net loss from discontinued operations | - | 6,847,863 | ||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
| Fair value gain on warrant liabilities | ( | ) | ||||||
| Changes in operating assets and liabilities(decrease)increase in: | ||||||||
| Prepayment and other current assets | ( | ) | ||||||
| Customer deposits | ||||||||
| Accrued expenses and other payables | ( | ) | ||||||
| Net cash (used in)/provided by operating activities - continuing operations | ( | ) | ||||||
| Net cash used in operating activities - discontinued operations | ( | ) | ||||||
| Net cash provided by operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Net cash provided by investing activities-discontinued operations | ||||||||
| Net cash provided by investing activities | ||||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from a short-term borrowing from a third party | ||||||||
| Proceeds from a private placement | ||||||||
| Net cash provided by financing activities-continuing operations | ||||||||
| Net cash provided by financing activities-discontinued operations | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate change on cash, cash equivalents and restricted cash from continuing operations | ||||||||
| Effect of exchange rate change on cash, cash equivalents and restricted cash from discontinued operations | ( | ) | ||||||
| Net change in cash and cash equivalents, and restricted cash from continuing operations | ||||||||
| Net change in cash and cash equivalents, and restricted cash from discontinued operations | ( | ) | ||||||
| Cash, cash equivalents and restricted cash, beginning balance | ||||||||
| Cash and cash equivalents, and restricted cash beginning balance from discontinued operations | ||||||||
| Cash and cash equivalents, and restricted cash beginning balance | ||||||||
| Cash and cash equivalents, and restricted cash ending balance from continuing operations | $ | $ | ||||||
| Cash and cash equivalents and restricted cash ending balance from discontinued operations | ||||||||
| Cash and cash equivalents and restricted cash ending balance | $ | $ | ||||||
| Cash and cash equivalents-continuing operations | $ | $ | ||||||
| Restricted cash as of June 30, 2024 and 2023, respectively | ||||||||
| Total cash, cash equivalents and restricted cash-continuing operations | $ | $ | ||||||
| Cash and cash equivalents-discontinued operations | $ | $ | ||||||
| Restricted cash - discontinued operations | ||||||||
| Total cash, cash equivalents and restricted cash-discontinued operations | $ | $ | ||||||
| Supplemental cash flows information: | ||||||||
| Cash paid for interest-continuing operations | $ | $ | ||||||
| Cash paid for interest-discontinued operations | $ | $ | ||||||
| Cash paid for income taxes-continuing operations | $ | $ | ||||||
| Cash paid for income taxes-discontinued operations | $ | $ | ||||||
4
Exhibit 99.2
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
SIX MONTHS ENDED JUNE 30, 2024 COMPARED TO SIX MONTHS ENDED JUNE 30, 2023
The following tables set forth our condensed consolidated statements of income data:
| Six Months Ended June 30, | ||||||||||||||||
| % of | % of | |||||||||||||||
| 2024 | Revenue | 2023 | Revenue | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Revenue-Continuing operations | 394,949 | 100 | 1,274,518 | 100 | ||||||||||||
| Revenue-Discontinued operations | - | - | - | - | ||||||||||||
| Cost of revenue-Continuing operations | (96,024 | ) | (24 | ) | (301,260 | ) | (24 | ) | ||||||||
| Cost of revenue-Discontinued operations | - | - | - | - | ||||||||||||
| General and administrative expenses-Continuing operations | (894,813 | ) | (227 | ) | (1,386,055 | ) | (109 | ) | ||||||||
| General and administrative expenses-Discontinued operations | - | - | (21,946 | ) | - | |||||||||||
| Gain on disposal of subsidiaries-Discontinued operations | - | - | 6,869,809 | - | ||||||||||||
| Total costs and expenses-Continuing operations | (990,837 | ) | (251 | ) | (1,687,315 | ) | (132 | ) | ||||||||
| Total costs and expenses-Discontinued operations | - | - | 6,847,863 | - | ||||||||||||
| Loss from continuing operations | (595,888 | ) | (151 | ) | (412,797 | ) | (32 | ) | ||||||||
| Other(expenses)income-Continuing operations | 6,890,387 | 1,745 | 394,218 | 31 | ||||||||||||
| Profit before income taxes-Continuing operations | 6,294,499 | 1,594 | (18,579 | ) | (1 | ) | ||||||||||
| Income tax expenses-Continuing operations | 8,498 | 2 | 62,311 | 5 | ||||||||||||
| Net Profit/Loss from Continuing operations | $ | 6,286,001 | 1,592 | $ | (80,890 | ) | (6 | ) | ||||||||
| Profit/(Loss) before income tax-Discontinued operations | - | - | 6,847,863 | - | ||||||||||||
| Income tax expenses-Discontinued operations | ||||||||||||||||
| Tax expense | - | - | - | - | ||||||||||||
| Net profit/(loss) from Discontinued operations | - | - | 6,847,863 | - | ||||||||||||
| Net profit/(loss) | 6,286,001 | 1,592 | 6,766,973 | 531 | ||||||||||||
Revenue
The following table sets forth our condensed consolidated revenue by revenue source:
| Six months ended | ||||||||
| June 30, | ||||||||
| 2024 | 2023 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Commission-Continuing operations | 394,949 | 1,274,518 | ||||||
| Commission-Discontinued operations | - | |||||||
| Revenue-Continuing operations | $ | 394,949 | $ | 1,274,518 | ||||
| Revenue-Discontinued operations | - | - | ||||||
1
| Commission fee revenue |
The commission revenue was calculated based on a percentage of transaction value of artworks, which we charge trading commissions for the purchase and sale of the ownership shares of the artworks. The commission is typically 5% of the total amount of each transaction. The commission is accounted for as revenue and immediately deducted from the proceeds from the sales of artwork units when a transaction is completed.
Commission revenue for the six months ended June 30, 2024 and 2023 was $394,949 and $1,274,518 from continued operations respectively.
Revenue by customer type
The following table presents our revenue by customer type:
| Six months ended | ||||||||
| June 30, | ||||||||
| 2024 | 2023 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Customers-third party | $ | 394,949 | $ | 1,274,518 | ||||
| Subtotal | 394,949 | 1,274,518 | ||||||
| Less: Revenue-discontinued operations | - | - | ||||||
| Total | $ | 394,949 | $ | 1,274,518 | ||||
Cost of Revenue
| Six months ended | ||||||||
| June 30, | ||||||||
| 2024 | 2023 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Internet service charge | 96,024 | 301,260 | ||||||
| Total | $ | 96,024 | $ | 301,260 | ||||
Cost of revenue for the six months ended June 30, 2024 and June 30, 2023 was $96,024 and $301,260 respectively. The decline in cost of revenue for the six months ended June 30, 2024 compared to June 30, 2023 was mainly due to the reduction in the platform charges as a result of lower transaction volume revenue for the six months ended June 30, 2024 as compared to June 30, 2023.
Gross Profit
Gross profit was $298,925 or 75.7% of the total revenue for the six months ended June 30, 2024, compared to $973,258 or 76.4% of the total revenue for the six months ended June 30, 2023. Gross profit amount was decreased by $674,333 while the gross profit margin was reduced by 0.7%.
Overall total revenue for the six months ended June 30, 2024 decreased by $879,569 or 69% as compared to the same period in 2023, due to lower transaction volume amid a decline in NFT business.
2
Operating Expenses
General and administrative expenses for the six months ended June 30, 2024 were $894,813, compared to $1,408,001 for the six months ended June 30, 2023.
The following table sets forth the main components of the Company’s general and administrative expenses for the six months ended June 30, 2024 and June 30, 2023.
| Six months ended June 30, | ||||||||||||||||
| 2024 | % of Total | 2023 | % of Total | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Agency Fee | $ | 12,147 | 1.4 | $ | 248,075 | 17.6 | ||||||||||
| Staff Salary & Benefit | 326,422 | 36.5 | 638,560 | 45.4 | ||||||||||||
| Consultancy fee | 78,000 | 8.7 | 78,000 | 5.5 | ||||||||||||
| Tax & Duties | 8,498 | 0.9 | 63,927 | 4.5 | ||||||||||||
| Director Fee | 66,000 | 7.4 | 46,000 | 3.3 | ||||||||||||
| Office Rental | 5,000 | 0.6 | 5,323 | 0.4 | ||||||||||||
| Legal & Professional Fee | 85,359 | 9.5 | 82,362 | 5.8 | ||||||||||||
| Audit Fee | 195,100 | 21.8 | 171,137 | 12.2 | ||||||||||||
| Business Registration Fee | 86,631 | 9.7 | - | - | ||||||||||||
| Others | 31,656 | 3.5 | 52,671 | 3.7 | ||||||||||||
| Total general and administrative expense-Continuing operations | $ | 894,813 | 100.0 | $ | 1,386,055 | 98.4 | ||||||||||
| Total general and administrative expense-Discontinued operations | - | - | 21,946 | 1.6 | ||||||||||||
| Total | 894,813 | 100.0 | 1,408,001 | 100.0 | ||||||||||||
Gain on disposal of subsidiaries
Gain on disposal of subsidiaries for the six months ended June 30, 2024 and 2023 were nil and $6,869,809, respectively.
Other income
Other income for the continued operations for the six months ended June 30, 2024 and 2023 were $6,890,387 and $394,218 respectively, comprising interest income of $228,394 and $394,218 respectively and a gain on change of fair value of warrant liability amounting $6,661,993 for the six months period ended June 30, 2024.
Income tax expense
The Company’s effective tax rate varies due to the multiple jurisdictions in which it books its pretax income or losses. The Company is domiciled in the Cayman Islands and is not subject to any income tax during the six months ended June 30, 2024. The Company’s subsidiaries that are incorporated in the United States of America and Hong Kong SAR is subject to an income tax rate of 21% and 16.5% respectively for the six months ended June 30, 2024 and 2023 respectively.
The effective tax rates for the six months ended June 30, 2024 and 2023 were 0.1 % and (335.3)%, respectively.
The income tax expense were $8,498 and $62,311 for the six months ended June 30, 2024 and 2023, respectively.
Net profit
We recorded a net profit for the six months ended June 30, 2024 of $6,286,001 compared to net profit of $6,766,973 for the six months ended June 30, 2023.
The decrease in the net profit by $480,972 during this current period compared to the same period ended June 30, 2023 has been discussed above.
3
Liquidity and Capital Resources
The following tables set forth our consolidated statements of cash flow:
| Six months ended | ||||||||
| June 30, | ||||||||
| 2024 | 2023 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Net cash provided by operating activities-continuing operations | $ | (1,959,676 | ) | $ | 340,877 | |||
| Net cash provided by operating activities- discontinued operations | - | (1,267,255 | ) | |||||
| (1,959,676 | ) | (926,378 | ) | |||||
| Net cash provided by investing activities- continuing operations | - | - | ||||||
| Net cash provided by investing activities- discontinued operations | - | 61,376 | ||||||
| - | 61,376 | |||||||
| Net cash provided by financing activities-continuing operations | 21,904,920 | 500,000 | ||||||
| Net cash provided by financing activities-discontinued operations | - | - | ||||||
| 21,904,920 | 500,000 | |||||||
| Effect of exchange rate change on cash and cash equivalents, and restricted cash from continuing operations | - | - | ||||||
| Effect of exchange rate change on cash and cash equivalents, and restricted cash from discontinued operations | - | (29,729 | ) | |||||
| - | (29,729 | ) | ||||||
| Net increase in cash and cash equivalents - continuing operations | 19,945,244 | 840,877 | ||||||
| Net increase in cash and cash equivalents and restricted cash- discontinued operations | - | (1,235,608 | ) | |||||
| 19,945,244 | (394,731 | ) | ||||||
| Cash, cash equivalents and restricted cash, beginning balance- continuing operations | 66,057,328 | 66,361,627 | ||||||
| Cash and cash equivalents and restricted cash, beginning balance- discontinued operations | - | 1,235,608 | ||||||
| 66,057,328 | 67,597,235 | |||||||
| Cash and cash equivalents and restricted cash, ending balance- continuing operations | $ | 86,002,572 | $ | 67,202,504 | ||||
| Cash and cash equivalents and restricted cash, ending balance- discontinued operations | - | - | ||||||
| $ | 86,002,572 | $ | 67,202,504 | |||||
Sources of Liquidity
The cash and cash equivalent and the restricted cash balances from the continuing operations as of June 30, 2024 and 2023 were $86,002,572 and $67,202,504 respectively.
The cash and cash equivalent balance from the discontinued operations as of June 30, 2024 and 2023 were $nil and $nil, respectively.
For the six months ended June 30, 2024, net cash used by operating activities from continuing operation was $1,959,676. While there was no cash transactions related to investing activities from our continuing operations during the six months ended June 30, 2024, our continuing operations incur net cash provided by financing activities, $21,904,920.
For the six months ended June 30, 2024, net cash provided by in operating activities by our discontinued operations was $nil. Net cash provided by investing activities by our discontinued operations was $nil. Our discontinued operations did not incur cash inflow or outflow from financing activities.
As of June 30, 2024, the total current liabilities were $12,035,510, which included accrued expense and account payables amounting to $1,207,534, advance from customers amounting to $4,369,868, warrant liability amounting to 6,098,858, tax payable amounting to $359,250. Total current liabilities from our discontinued operations amount to $nil.
As of June 30, 2024, the continuing operations of the Company had cash, restricted cash and cash equivalents of $86,002,572, a working capital in an amount of $74,767,062 and the total assets of $86,802,572.
4
Reverse Stock Split
On March 18, 2024, the Company’s stockholders approved the reverse share split of all of the Company’s ordinary shares at an exchange ratio of one-for-fifty (1:50) (the “Share Consolidation”), such that every 50 Class A ordinary shares of a par value of US$0.001 per share in the authorized share capital of the Company (including issued and unissued share capital) was consolidated into 1 Class A ordinary share of a par value of US$0.05 per share; and that every 50 Class B ordinary shares of a par value of US$0.001 per share in the authorized share capital of the Company (including issued and unissued share capital) was consolidated into 1 Class B ordinary share of a par value of US$0.05 per share, such that immediately following the Share Consolidation, the authorized share capital of the Company became US$50,000 divided into 9,000,000 Class A ordinary shares of a nominal or par value of US$0.05 each and 1,000,000 Class B ordinary shares of a nominal or par value of US$0.05 each. The Share Consolidation became effective on April 12, 2024.
Warrant Liabilities
The Company re-valuated and reported the following two tranches of warrants based on BSM (Black Scholes Model) at the reporting date of June 30, 2024.
On November 27, 2023, the Company issued 699,838 units to certain investors, each unit consisting of one Class A ordinary share of the Company and a warrant to purchase one Class A ordinary share (the “November Warrants”), pursuant to a certain securities purchase agreement dated November 3, 2023 (the “November SPA”). The November Warrants entitled the holder to purchase one share of our Class A ordinary share at an exercise price equal to $10.35 per share at any time on or after November 27, 2023, and on or prior to the close of business on November 27, 2028. The November Warrant holders exercised all of the November Warrants on a cashless basis on June 6, 2024, and the Company issued 489,880 Class A ordinary shares from the authorized Class A ordinary shares of the Company on June 6, 2024. At the reporting date of June 30, 2024, all November Warrants have been fully exercised.
The fair value of the warrant liabilities presented below were measured using a BSM valuation methodology. Significant inputs into the respective model at the inception, de-recognition and reporting period measurement dates are summarized as follows:
| Warrant liabilities Fair value at initial measurement | Warrant outstanding | Fair value per share | Fair value | |||||||||
| $ | $ | |||||||||||
| November 2, 2023 | *699,838 | 4.50 | $ | 3,235,357 | ||||||||
| Loss on change of fair value of warrant liabilities | - | - | 1,736,512 | |||||||||
| Fair value as of period ended Dec 31, 2023 | 699,838 | 7.1043 | 4,971,869 | |||||||||
| Gain on change of fair value of warrant liabilities | (1,602,503 | ) | ||||||||||
| Fair value of period ended June 6,2024 Cashless exercise of 489,880 | 699,838 | 4.814 | 3,369,366 | |||||||||
| At reporting date on June 30, 2024 de-recognition of 699,838 | (699,838 | ) | 4.814 | (3,369,336 | ) | |||||||
| Fair value for the period ended June 30, 2024 | - | |||||||||||
| * | All shares and per share data have been retroactively restated to reflect reverse stock split effected on April 12, 2024 onwards |
Prior to the reverse stock split on April 12, 2024, there were 34,991,886 Class A ordinary shares underlying the November Warrants; following the reverse split, the number was reduced to 699,838 Class A ordinary shares underlying the November Warrants.
On January 10, 2024, the Company entered into certain securities purchase agreement (the “January SPA”) with certain investors, pursuant to which the Company agreed to sell an aggregate of 1,399,675 units, each unit consisting of one Class A ordinary share of the Company, and a warrant to purchase one Share with an initial exercise price of $13.8 per share (the “January Warrant”), at a price of $11.05 per unit, for an aggregate purchase price of approximately $15.47 million. On February 2, 2024, the transaction contemplated by the January SPA consummated when all the closing conditions of the January SPA have been satisfied and the Company issued the units to the Purchasers pursuant to the January SPA.
The fair value of the warrant liabilities presented below were measured using a BSM valuation model. Significant inputs into the respective model at the inception and reporting period measurement dates are summarized as follows:
| Warrant liabilities Fair value at initial measurement | Warrant outstanding | Fair
value per share | Fair value | |||||||||
| $ | $ | |||||||||||
| February 2, 2024 | 1,399,675 | 7.9721 | $ | 11,158,348 | ||||||||
| Gain on change of fair value of warrant liabilities | - | - | (5,059,490 | ) | ||||||||
| Fair value as of period ended June 30, 2024 | - | - | 6,098,858 | |||||||||
| * | All shares and per share data have been retroactively restated to reflect reverse stock split effected on April 12, 2024 onwards |
Prior to the reverse stock split on April 12, 2024, there were 69,983,770 Class A ordinary shares underlying the January Warrants; following the reverse split, the number was reduced to 1,399,675 Class A ordinary shares underlying the January Warrants.
5