We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Customisable watchlists with full streaming quotes from leading exchanges, such as LSE, NASDAQ, NYSE, AMEX, Bovespa, BIT and more.
| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| BAIYU Holdings Inc | NASDAQ:BYU | NASDAQ | Common Stock |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.179 | 0.1702 | 0.176 | 0 | 00:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended
For the transition period from ____________ to ____________
Commission file number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Avenue | ||
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of November 13, 2024,
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BAIYU HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
As of September 30, 2024 and December 31, 2023
(Expressed in U.S. dollars, except for the number of shares)
| September 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Loans receivable from third parties | ||||||||
| Inventories, net | ||||||||
| Other current asset | ||||||||
| Total current assets | ||||||||
| Non-Current Assets | ||||||||
| Plant and equipment, net | ||||||||
| Goodwill | ||||||||
| Intangible assets, net | ||||||||
| Right-of-use assets, net | ||||||||
| Total non-current assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | ||||||||
| Bank borrowings | ||||||||
| Third party loans payable | ||||||||
| Contract liabilities | ||||||||
| Income tax payable | ||||||||
| Lease liabilities | ||||||||
| Other current liabilities | ||||||||
| Convertible promissory notes | ||||||||
| Total current liabilities | ||||||||
| Non-Current Liabilities | ||||||||
| Deferred tax liabilities | ||||||||
| Due to related parties | ||||||||
| Total non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies (Note 17) | ||||||||
| Equity | ||||||||
| Common stock (par value $ | ||||||||
| Additional paid-in capital | ||||||||
| Statutory surplus reserve | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total BAIYU Shareholders’ Equity | ||||||||
| Non-controlling interest | ( | ) | ( | ) | ||||
| Total Equity | ||||||||
| Total Liabilities and Equity | $ | $ | ||||||
| * |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
1
BAIYU HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)
(Expressed in U.S. dollars, except for the number of shares)
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Revenues | ||||||||||||||||
| - Sales of commodity products – third parties | $ | $ | $ | $ | ||||||||||||
| - Supply chain management services – third parties | - | |||||||||||||||
| Total revenue | ||||||||||||||||
| Cost of revenues | ||||||||||||||||
| - Commodity product sales-third parties | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| - Supply chain management services-third parties | ( | ) | ( | ) | ( | ) | ||||||||||
| Total operating costs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gross loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Operating expenses | ||||||||||||||||
| Selling, general, and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net Operating Loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expenses), net | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Amortization of beneficial conversion feature relating to issuance of convertible promissory notes | ( | ) | ( | ) | ( | ) | ||||||||||
| Other income, net | ||||||||||||||||
| Total other income, net | ||||||||||||||||
| Net income (loss) before income taxes | ( | ) | ||||||||||||||
| Income tax expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income (loss) | ( | ) | ||||||||||||||
| Less: Net loss attributable to non-controlling interests | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income (loss) attributable to BAIYU Holdings, Inc.’s Stockholders’ | ( | ) | ||||||||||||||
| Comprehensive income (loss) | ||||||||||||||||
| Net income (loss) | ( | ) | ||||||||||||||
| Foreign currency translation adjustments | ( | ) | ||||||||||||||
| Comprehensive income (loss) | $ | $ | $ | $ | ( | ) | ||||||||||
| Less: Total comprehensive loss attributable to non-controlling interests | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Comprehensive income (loss) attributable to BAIYU Holdings, Inc.’s Stockholders | $ | $ | $ | $ | ( | ) | ||||||||||
| Income (loss) per share - basic and diluted | ||||||||||||||||
| Continuing Operation- income (loss) per share – basic* | $ | $ | $ | $ | ( | ) | ||||||||||
| Continuing Operation- income (loss) per share –diluted* | $ | $ | $ | $ | ( | ) | ||||||||||
| Weighted Average Shares Outstanding-Basic* | ||||||||||||||||
| Weighted Average Shares Outstanding- Diluted* | ||||||||||||||||
| * |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
2
BAIYU HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Expressed in U.S. dollars, except for the number of shares)
| Common Stock | Additional paid-in | Accumulated | Surplus | Accumulated other comprehensive | Non- controlling | Total | ||||||||||||||||||||||||||
| Shares | Amount | capital | Deficit | Reserve | Income (loss) | interests | Equity | |||||||||||||||||||||||||
| Balance as of December 31, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||
| Issuance of common stocks in connection with private placements | ||||||||||||||||||||||||||||||||
| Issuance of common stocks pursuant to exercise of convertible promissory notes | ||||||||||||||||||||||||||||||||
| Issuance of common stocks pursuant to ATM transaction | ||||||||||||||||||||||||||||||||
| Issuance of common stock pursuant to stock incentive stock plan | ||||||||||||||||||||||||||||||||
| Beneficial conversion feature relating to issuance of convertible promissory notes | - | |||||||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Foreign currency translation adjustments | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Balance as of September 30, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||
| Issuance of common stocks in connection with private placements | ||||||||||||||||||||||||||||||||
| Issuance of common stocks pursuant to exercise of convertible promissory notes | ||||||||||||||||||||||||||||||||
| Net income (loss) | - | ( | ) | |||||||||||||||||||||||||||||
| Foreign currency translation adjustments | - | - | ||||||||||||||||||||||||||||||
| Balance as of September 30, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||
| * | On October 30, 2023, the Company completed a 50:1 reverse stock split of our common stock issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the reverse stock split. See Note 13 - Reverse stock split of common stock. |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
3
BAIYU HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Expressed in U.S. dollars, except for the number of shares)
| Common Stock | Additional paid-in | Accumulated | Surplus | Accumulated other comprehensive | Non- controlling | Total | ||||||||||||||||||||||||||
| Shares | Amount | capital | Deficit | Reserve | Income (loss) | interests | Equity | |||||||||||||||||||||||||
| Balance as of June 30, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||
| Issuance of common stocks in connection with private placements (in Shares) | ||||||||||||||||||||||||||||||||
| Issuance of common stocks pursuant to exercise of convertible promissory notes | ||||||||||||||||||||||||||||||||
| Net income (loss) | - | ( | ) | |||||||||||||||||||||||||||||
| Foreign currency translation adjustments | - | - | ||||||||||||||||||||||||||||||
| Balance as of September 30, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||
| Net income (loss) | - | ( | ) | |||||||||||||||||||||||||||||
| Foreign currency translation adjustments | - | - | ||||||||||||||||||||||||||||||
| Balance as of September 30, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||
| * | On October 30, 2023, the Company completed a 50:1 reverse stock split of our common stock issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the reverse stock split. See Note 13 - Reverse stock split of common stock. |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
4
BAIYU HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2024 and 2023
(Expressed in U.S. dollar)
| For the Nine Months Ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Depreciation of plant and equipment | ||||||||
| Amortization of intangible assets | ||||||||
| Amortization of right of use assets | ||||||||
| Amortization of discount on convertible promissory notes | ||||||||
| Amortization of beneficial conversion feature relating to issuance of convertible promissory notes | ||||||||
| Interest expense for convertible promissory notes | ||||||||
| Deferred tax liabilities | ( | ) | ( | ) | ||||
| Share-based payment stock to service providers | ||||||||
| Inventories impairment | ( | ) | ||||||
| Inventories | ( | ) | ||||||
| Loans receivable from third parties | ( | ) | ||||||
| Other current assets | ( | ) | ( | ) | ||||
| Prepayments | ( | ) | ( | ) | ||||
| Contract liabilities | ||||||||
| Due from third parties | ( | ) | ( | ) | ||||
| Due from related parties | ( | ) | ||||||
| Accounts payable | ||||||||
| Income tax payable | ||||||||
| Other current liabilities | ||||||||
| Lease liabilities | ( | ) | ( | ) | ||||
| Due to third party loans payable | ||||||||
| Net cash (used in)/provided by operating activities | ( | ) | ||||||
| Cash Flows from Investing Activities: | ||||||||
| Purchases of plant and equipment | ( | ) | ||||||
| Payment made on loans to third parties | ( | ) | ||||||
| Proceeds from loans of third parties | ||||||||
| Investments in other investing activities | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities: | ||||||||
| Repayments made on loans to third parties | ||||||||
| Proceeds from issuance of common stock under ATM transaction | ||||||||
| Proceeds from issuance of common stock under private placement transactions | ||||||||
| Proceeds from convertible promissory notes | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ||||||||
| Net (decrease)/increase in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| Supplemental Cash Flow Information | ||||||||
| Cash paid for interest expenses | $ | $ | ||||||
| Supplemental disclosure of non-cash investing and financing activities | ||||||||
| Right-of-use assets obtained in exchange for operating lease obligations | ||||||||
| Issuance of common stocks in connection with conversion of convertible promissory notes | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
5
1. ORGANIZATION AND BUSINESS DESCRIPTION
BAIYU Holding, Inc. is a Delaware corporation, incorporated under the laws of the state of Delaware.
| Name | Background | Ownership | ||
| HC High Summit Holding Limited (“HC High BVI”) | A BVI company Incorporated on March 22, 2018 A holding company | |||
| TD Internet of Things Technology Company Limited (“TD Internet Technology”) (Formerly Named: Tongdow Block Chain Information Technology Company Limited) | A Hong Kong company Incorporated on February 14, 2020 A holding company | |||
| Hainan Baiyu Cross-border E-commerce Co., Ltd. (“Hainan Baiyu”) | A Hong Kong company Incorporated on June 19, 2002 A holding company | |||
| Zhong Hui Dao Ming Investment Management Limited (“ZHDM HK”) | A Hong Kong company Incorporated on June 19, 2002 A holding company | |||
| Hong Kong Tongyuan Energy Storage Smart Electric Co., Ltd (“Tongdow HK”) (Formerly Named: Tongdow E-trade Limited) | A Hong Kong company Incorporated on November 25, 2010 A holding company | |||
| Shanghai Jianchi Supply Chain Co., Ltd. (“Shanghai Jianchi”) | A PRC company and deemed a wholly foreign owned enterprise (“WFOE”) Incorporated on April 2, 2020 Registered capital of $10 million A holding company | |||
| Tongdow (Hainan) Data Technology Co., Ltd. (“Tondow Hainan”) | A PRC limited liability company Incorporated on July 16, 2020 | |||
| Hainan Jianchi Import and Export Co., Ltd. (“Hainan Jianchi”) | A PRC limited liability company Incorporated on December 21, 2020 Registered capital of $7,632,772 (RMB50 million) with registered capital of $0 (RMB0) paid-up |
6
| Shenzhen Baiyu Jucheng Data Techonology Co., Ltd. (“Shenzhen Baiyu Jucheng”) | A PRC limited liability company Incorporated on December 30, 2013 Registered capital of $1,417,736 (RMB10 million) with registered capital fully paid-up | |||
| Shenzhen Qianhai Baiyu Supply Chain Co., Ltd. (“Qianhai Baiyu”) | A PRC limited liability company Incorporated on August 17, 2016 Registered capital of $4,523,857 (RMB30 million) with registered capital of $736,506 (RMB5 million) paid-up | |||
| Shenzhen Tongdow Internet Technology Co., Ltd. (“Shenzhen Tongdow”) | A PRC limited liability company Incorporated on November 11, 2014 Registered capital of $1,628,320 (RMB10 million) with registered capital of $1,628,320 (RMB10 million) paid-up | |||
| Yangzhou Baiyu Venture Capital Co. Ltd. (“Yangzhou Baiyu Venture”) | A PRC limited liability company Incorporated on April 19, 2021 Registered capital of $30 million with registered capital of $7 million paid-up | |||
| Yangzhou Baiyu Cross-broder E-commerce Co., Ltd. (“Yangzhou Baiyu E-commerce”) | A PRC limited liability company Incorporated on May 14, 2021 Registered capital of $30 million (RMB200 million) with registered capital of $7 million (RMB48 million) paid-up | |||
| Zhejiang Baiyu Lightweight New Material Co., Ltd. (“Zhejiang Baiyu”) | Incorporated on August 5, 2022 Registered capital of $1,483,569 (RMB10 million) | |||
| Baiyu International Supply Chain PTE. LTD | ||||
| Beijing Baiyu Jucheng Technology Co., LTD | A PRC limited liability company Incorporated on January 19, 2024 Registered capital of $140,515 (RMB1 million) | |||
| Electra New Energy Vehicle Inc |
7
The following diagram illustrates our corporate structure as of September 30, 2024.
| (1) | A variable interest entity. |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.
The unaudited interim condensed consolidated financial information as of September 30, 2024 and for the nine months ended September 30, 2024 and 2023 have been prepared, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures, which are normally included in annual condensed consolidated financial statements prepared in accordance with U.S. GAAP, have been omitted pursuant to those rules and regulations. The unaudited interim condensed consolidated financial information should be read in conjunction with the consolidated financial statements and the notes thereto, included in the Company’s Form 10-K for the fiscal year ended December 31, 2023 previously filed with the SEC on March 22, 2024.
In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the Company’s unaudited condensed consolidated financial position as of September 30, 2024 and its unaudited condensed consolidated results of operations for the nine months ended September 30, 2024 and 2023, and its unaudited condensed consolidated cash flows for the nine months ended September 30, 2024 and 2023, as applicable, have been made. The interim results of operations are not necessarily indicative of the operating results for the fiscal year or any future period.
8
(b) Use of estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, management reviews these estimates using the currently available information. Changes in facts and circumstances may cause the Company to revise its estimates. Significant accounting estimates reflected in the financial statements include: (i) useful lives and residual value of long-lived assets; (ii) the impairment of long-lived assets and investments; (iii) the valuation allowance of deferred tax assets; (iv) estimates of allowance for doubtful accounts, including loans receivable from third parties and related parties; (v) valuation of Inventory; and (vi) contingencies and litigation.
(c) Foreign currency translation
The Company’s financial information is presented in U.S. dollars (“USD”). The functional currency of the Company is the Chinese Yuan Renminbi (“RMB”), the currency of PRC. Any transactions which are denominated in currencies other than RMB are translated into RMB at the exchange rate quoted by the People’s Bank of China prevailing at the dates of the transactions, and exchange gains and losses are included in the statements of operations as foreign currency transaction gain or loss. The consolidated financial statements of the Company have been translated into U.S. dollars in accordance with ASC 830, Foreign Currency Matters. The financial information is first prepared in RMB and then translated into U.S. dollars at period-end exchange rates for assets and liabilities and average exchange rates for revenue and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. The effects of foreign currency translation adjustments are included as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets.
(d) Convertible promissory notes
Convertible promissory notes are recognized initially at fair value, net of upfront fees, debt discounts or premiums, debt issuance costs and other incidental fees. Upfront fees, debt discounts or premiums, debt issuance costs and other incidental fees are recorded as a reduction of the proceeds received and the related accretion is recorded as interest expense in the consolidated income statements over the estimated term of the facilities using the effective interest method.
(e) Beneficial conversion feature
The Company evaluates the conversion feature to determine whether it was beneficial as described in ASC 470-20. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible notes payable and may not be settled in cash upon conversion, is treated as a discount to the convertible notes payable. This discount is amortized over the period from the date of issuance to the date the notes are due using the effective interest method. If the notes payable are retired prior to the end of their contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the shares of common stock at the commitment date to be received upon conversion.
9
(f) Recent accounting pronouncement
In November 2023, the FASB issued guidance to enhance disclosure of expenses of a public entity’s reportable segments. The new guidance requires a public entity to disclose: (1) on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss, (2) on an annual and interim basis, an amount for other segment items (the difference between segment revenue less the significant expenses disclosed under the significant expense principle and each reported measure of segment profit or loss), including a description of its composition, (3) on an annual and interim basis, information about a reportable segment’s profit or loss and assets previously required to be disclosed only on an annual basis, and (4) the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and how to allocate resources. The new guidance also clarifies that if the CODM uses more than one measure of a segment’s profit or loss, one or more of those measures may be reported and requires that a public entity that has a single reportable segment provide all the disclosures required by the amendments in this update and all existing segment disclosures. The guidance is effective for the current fiscal year 2024 annual reporting, and in the first quarter of 2025 for interim period reporting, with early adoption permitted. Upon adoption, this guidance should be applied retrospectively to all prior periods presented. We do not expect the adoption of this accounting standard to have an impact on our Consolidated Financial Statements.
In December 2023, the FASB issued guidance to
enhance transparency of income tax disclosures. On an annual basis, the new guidance requires a public entity to disclose: (1) specific
categories in the rate reconciliation, (2) additional information for reconciling items that are equal to or greater than
In July 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in ASU 2023-07 improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The adoption of this guidance did not have a material impact on its financial position, results of operations and cash flows.
In December 2023, the FASB issued ASU 2023-08: Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60). For annual and interim reporting periods, the amendments in this Update require that an entity, including an entity that is subject to industry-specific guidance, disclose the following information: (1) The name, cost basis, fair value, and number of units for each significant crypto asset holding and the aggregate fair values and cost bases of the crypto asset holdings that are not individually significant, (2) For crypto assets that are subject to contractual sale restrictions, the fair value of those crypto assets, the nature and remaining duration of the restriction(s), and the circumstances that could cause the restriction(s) to lapse.
Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures.
10
3. LOANS RECEIVABLE FROM THIRD PARTIES
| September 30, 2024 | December 31, 2023 | |||||||
| Loans receivable from third parties | $ | $ | ||||||
As of September 30, 2024, the Company has fourteen
loan agreements compared with thirteen loan agreements on December 31, 2023. The Company provided loans aggregating $
Interest income of $
As of September 30, 2024 and December 31, 2023, there was no allowance recorded as the Company considers all of the loans receivable fully collectible.
4. INVENTORIES, NET
| September 30, 2024 | December 31, 2023 | |||||||
| Aluminum ingots | $ | $ | ||||||
| Inventories, net | $ | $ | ||||||
For the nine months ended September 30, 2024, the Company did not accrue or charge back any impairment as the impaired inventories have been sold.
5. OTHER CURRENT ASSETS
| September 30, 2024 | December 31, 2023 | |||||||
| Other current assets: | ||||||||
| Deposit | $ | $ | ||||||
| Interest receivables | ||||||||
| Prepayments | ||||||||
| Others | ||||||||
| Total | $ | $ | ||||||
11
6. PLANT AND EQUIPMENT, NET
| September 30, 2024 | December 31, 2023 | |||||||
| Cost: | ||||||||
| Office equipment | $ | $ | ||||||
| Accumulated depreciation: | ||||||||
| Office equipment | $ | ( | ) | $ | ( | ) | ||
| Plant and equipment, net | $ | $ | ||||||
Depreciation expense was $
7. GOODWILL
| Acquisition of Qianhai Baiyu | Contractual arrangement with Tongdow Internet Technology | Total | ||||||||||
| Balance as of December 31, 2022 | $ | $ | $ | |||||||||
| Foreign currency translation adjustments | ( | ) | ( | ) | ( | ) | ||||||
| Balance as of December 31, 2023 | ||||||||||||
| Foreign currency translation adjustments | $ | $ | $ | |||||||||
| Balance as of September 30, 2024 | ||||||||||||
Based on an assessment of the qualitative factors, management determined that it is more-likely-than-not that the fair value of the reporting unit is in excess of its carrying amount. Therefore, management concluded that it was not necessary to proceed with the two-step goodwill impairment test. No impairment loss or other changes were recorded, except for the influence of foreign currency translation for the nine months ended September 30, 2024 and the year ended December 31, 2023.
8. INTANGIBLE ASSETS
| September 30, 2024 | December 31, 2023 | |||||||
| Customer relationships | $ | $ | ||||||
| Software copyright | ||||||||
| Total | ||||||||
| Less: accumulative amortization | ( | ) | ( | ) | ||||
| Intangible assets, net | $ | $ | ||||||
12
The Company’s intangible assets consist
of customer relationships and software copyrights. Customer relationships are generally recorded in connection with acquisitions at their
fair value, one kind of software copyright was purchased in March 2021 and the other kind of software copyright was recorded in connection
with the contractual arrangement with Shenzhen Tongdow Internet Technology Co., Ltd. in October 2022. Intangible assets with estimable
lives are amortized, generally on a straight-line basis, over their respective estimated useful lives:
Amortization expense for the nine months ended
September 30, 2024 and 2023 was $
No impairment loss was made against the intangible assets during the nine months ended September 30, 2024.
| Period ending September 30, 2024: | Amount | |||
| current year | $ | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Thereafter | ||||
| Total: | $ | |||
9. BANK BORROWINGS
| September 30, 2024 | December 31, 2023 | |||||||
| Short-term bank loans: | ||||||||
| Loan from Baosheng County Bank | $ | $ | ||||||
| Loan from Bank of Communications | ||||||||
| Total | $ | $ | ||||||
In August 2022, Qianhai Baiyu entered into five
loan agreements with Baosheng County Bank to borrow a total amount of RMB
In August 2023, Qianhai Baiyu entered into a loan
agreement with the Bank of Communications, borrowing a total of RMB
13
10. LEASES
The Company leases an office space under non-cancelable
operating leases, with a term of
The Company determines whether a contract is, or contains, a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company discounts lease payments based on an estimate of its incremental borrowing rate.
The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
| September 30, 2024 | December 31, 2023 | |||||||
| Right-of-use assets, net | $ | $ | ||||||
| Lease Liabilities-current | $ | $ | ||||||
| Total | $ | $ | ||||||
| Remaining lease term and discount rate: | ||||
| Weighted average remaining lease term (years) | ||||
| Weighted average discount rate | % | |||
For the nine months ended September 30, 2024 and 2023, the Company
charged total amortization of right-of-use assets of $
| Period ended September 30, 2024: | Amount | |||
| current year | $ | |||
| Total lease payments | ||||
| Less: imputed interest | ||||
| Present value of lease liabilities | ||||
11. OTHER CURRENT LIABILITIES
| September 30, 2024 | December 31, 2023 | |||||||
| Accrued payroll and benefit | $ | $ | ||||||
| Other tax payable | ||||||||
| Accrued expenses | ||||||||
| Others | ||||||||
| Total | $ | $ | ||||||
14
12. CONVERTIBLE PROMISSORY NOTES
| September 30, 2024 | December 31, 2023 | |||||||
| Convertible promissory notes – principal | $ | $ | ||||||
| Convertible promissory notes – discount | ( | ) | ||||||
| Convertible promissory notes – interest | ||||||||
| Convertible promissory notes, net | $ | $ | ||||||
On May 6, 2022, the Company entered into a securities
purchase agreement with Streeterville Capital, LLC (“Streeterville”), a Utah limited liability company, pursuant to which
the Company issued Streeterville a convertible promissory note in the original principal amount of $
On March 13, 2023, the Company entered into a
securities purchase agreement with Streeterville, pursuant to which the Company issued Streeterville a convertible promissory note in
the original principal amount of $
The above two unsettled convertible promissory
notes, issued on May 6, 2022 and March 13, 2023, have a maturity date of 12 months with an interest rate of
For the above two unsettled convertible promissory
notes, upon evaluation, the Company determined that the Agreements contained embedded beneficial conversion features which met the definition
of Debt with Conversion and Other Options covered under the Accounting Standards Codification topic 470 (“ASC 470”). According
to ASC 470, an embedded beneficial conversion feature present in a convertible instrument shall be recognized separately at issuance by
allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. Pursuant to the agreements,
the Company shall recognize embedded beneficial conversion features three months after commitment date of $
15
13. EQUITY
Common stock issued in private placements
On January 9, 2023, the Company entered into a
certain securities purchase agreement with Ms. Huiwen Hu, an affiliate of the Company, and certain other purchasers who are non-U.S. Persons
(as defined in Regulation S under the Securities Act of 1933, as amended), pursuant to which the Company agreed to sell an aggregate of
On July 31, 2023, the Company entered into a certain
securities purchase agreement with Mr. Wenhao Cui, an affiliate of the Company, and certain other purchasers who are non-U.S. Persons
(as defined in Regulation S under the Securities Act of 1933, as amended), pursuant to which the Company agreed to sell an aggregate of
On November 16, 2023, the Company entered into
a certain securities purchase agreement with certain purchasers who are non-U.S. Persons (as defined in Regulation S under the Securities
Act of 1933, as amended), pursuant to which the Company agreed to sell an aggregate of
Solely for accounting purposes, the number of shares and the purchase price per share discussed above have been retroactively restated to reflect the reverse stock split. Please refer to “Note 13 - Reverse Stock Split of Common Stock” for further details.
On June 7, 2024, the Company entered into a certain
securities purchase agreement with certain purchasers who are non-U.S. Persons (as defined in Regulation S under the Securities Act of
1933, as amended), pursuant to which the Company agreed to sell an aggregate of
16
Common stock issued pursuant to the conversion of convertible promissory notes
On March 13, 2023, the Company entered into a
securities purchase agreement with Streeterville, pursuant to which the Company issued Streeterville a convertible promissory note in
the original principal amount of $
Solely for accounting purposes, the number of shares and the purchase price per share have been retroactively restated to reflect the reverse stock split. Please refer to “Note 13 - Reverse Stock Split of Common Stock” for further details.
Reverse stock split of common stock
On October 30, 2023, The Company completed a
The reverse stock split applied to the issued shares of the Company on the date of the reverse stock split and does not have any retroactive effect on the Company’s shares prior to that date. However, for accounting purposes only, references to our ordinary shares in this quarterly report are stated as having been retroactively adjusted and restated to give effect to the reverse stock split, as if the reverse stock split had occurred by the relevant earlier date.
Share Issuances to Service Providers
For the nine months ended September 30,
2023, the Company issued under its 2023 Stock Incentive Plan a total of
There were no issuances of securities from the 2023 Stock Incentive Plan for the nine months ended September 30, 2024 and as such, no stock-based compensation expense was recognized for the period.
Common stocks issued for exercise of warrants by holders of warrants
Warrants
| Number of shares | Weighted average life | Weighted average exercise price | Intrinsic Value | |||||||||||||
| Balance of warrants outstanding as of December 31, 2023 | $ | |||||||||||||||
| Granted | - | |||||||||||||||
| Exercised | - | $ | ||||||||||||||
| Balance of warrants outstanding as of September 30, 2024 | $ | |||||||||||||||
As of September 30, 2024, the Company had
In connection with
The Warrants ended on September 30, 2024 are subject to anti-dilution provisions to reflect stock dividends and splits or other similar transactions, but not as a result of future securities offerings at lower prices. The warrants did not meet the definition of liabilities or derivatives, and as such they are classified as equity.
17
14. INCOME PER SHARE
Basic income per share is computed by dividing
the net profit or loss by the weighted average number of common shares outstanding during the period. As of September 30, 2024, the principal
amount and interest expense of convertible promissory notes are $
The number of warrants is excluded from the computation as the anti-dilutive effect.
| For the Nine Months Ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Weighted Average Shares Outstanding-Basic | ||||||||
| Weighted Average Shares Outstanding-Diluted | ||||||||
| Net income (loss) per share - basic and diluted | ||||||||
| Net income (loss) per share – basic | $ | $ | ( | ) | ||||
| Net income (loss) per share – diluted | $ | $ | ( | ) | ||||
15. INCOME TAXES
The Enterprise Income Tax Law of the People’s
Republic of China (“PRC tax law”), which was effective on January 1, 2008, stipulates those domestic enterprises and
foreign-invested enterprises are subject to a uniform tax rate of
The Company evaluates the level of authority for
each uncertain tax position (including the potential application of interest and penalties) based on the technical merits and measures
the unrecognized benefits associated with the tax positions. For the nine months ended September 30, 2024, the Company had no unrecognized
tax benefits. Due to uncertainties surrounding future utilization, the Company estimates there will not be sufficient future income to
realize the deferred tax assets for certain subsidiaries and a VIE. As of September 30, 2024 and December 31, 2023, the Company had deferred
tax assets of $
The Company does not anticipate any significant increase in its liability for unrecognized tax benefit within the next 12 months. The Company will classify interest and penalties related to income tax matters, if any, in income tax expense.
For the nine months ended September 30, 2024 and 2023, the Company
had current income tax expenses of $
The Company accounts for uncertainty in income
taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for
recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained
on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the
largest amount that is more than
18
16. RELATED PARTY TRANSACTIONS AND BALANCES
| 1) |
| Name | Relationship with the Company | |
| Guangzhou Chengji Investment Development Co., Ltd. (“Guangzhou Chengji”) | ||
| Yunfeihu International E-commerce Group Co., Ltd (“Yunfeihu”) | ||
| Shenzhen Tongdow International Trade Co., Ltd. (“TD International Trade”) | ||
| Beijing Tongdow E-commerce Co., Ltd. (“Beijing TD”) | ||
| Shanghai Tongdow Supply Chain Management Co., Ltd. (“Shanghai TD”) | ||
| Guangdong Tongdow Xinyi Cable New Material Co., Ltd. (“Guangdong TD”) | ||
| Yangzhou Lishunwu E-commerce Co., Ltd. (Formerly named: Yangzhou Tongdow E-commerce Co., Ltd.) (“Yangzhou TD”) | ||
| Ningbo Xinwurong Supply Chain Management Co., Ltd. (Formerly named: Tongdow (Zhejiang) Supply Chain Management Co., Ltd.) (“Zhejiang TD”) | ||
| Shenzhen Meifu Capital Co., Ltd. (“Shenzhen Meifu”) | ||
| Shenzhen Tiantian Haodian Technology Co., Ltd. (“TTHD”) | ||
| Hainan Tongdow International Trade Co., Ltd. (“Hainan TD”) | ||
| Yunfeihu modern logistics Co., Ltd. (“Yunfeihu Logistics”) | ||
| Shenzhen Tongdow Jingu Investment Holding Co., Ltd. (“Shenzhen Jingu”) | ||
| Tongdow E-commerce Group Co., Ltd. (“TD E-commerce”) | ||
| Katie Ou |
| 2) | Balances with related parties |
| - |
| September 30, 2024 | December 31, 2023 | |||||||
| TD E-commerce | $ | $ | ||||||
| Total due to related party | $ | $ | ||||||
The amount due to related parties is non-trade in nature, unsecured, non-interest bearing and is not expected to be repaid in the next twelve months.
19
17. COMMITMENTS AND CONTINGENCIES
| 1) | Commitments |
a non-cancellable operating leases
| Payment due by September 30 | ||||||||||||||||
| Total | 2024 | 2025 | 2026 | |||||||||||||
| Operating lease commitments for property management expenses under lease agreements | $ | $ | $ | $ | ||||||||||||
| 2) | Contingencies |
None.
18. Risks and uncertainties
(1) Credit risk
Assets that potentially subject the Company to
a significant concentration of credit risk primarily consist of cash and cash equivalents and trade receivables with its customers. The
maximum exposure of such assets to credit risk is their carrying amount as of the balance sheet dates. As of September 30, 2024, approximately
$
The Company’s operations are carried out in Mainland China. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC as well as by the general state of the PRC’s economy. In addition, the Company’s business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, rates and methods of taxation, and the extraction of mining resources, among other factors.
(2) Liquidity risk
The Company is also exposed to liquidity risk which is the risk that it is unable to provide sufficient capital resources and liquidity to meet its commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. When necessary, the Company will turn to other financial institutions and the owners to obtain short-term funding to meet the liquidity shortage.
(3) Foreign currency risk
Substantially all of the Company’s operating activities and the Company’s major assets and liabilities are denominated in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the Peoples’ Bank of China (“PBOC”) or other authorized financial institutions at exchange rates quoted by PBOC. Approval of foreign currency payments by the PBOC or other regulatory institutions requires submitting a payment application form together with suppliers’ invoices and signed contracts.
The value of RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. Where there is a significant change in value of RMB, the gains and losses resulting from translation of financial statements of a foreign subsidiary will be significantly affected.
20
| September 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Balance sheet items, except for equity accounts | ||||||||
| For the nine months ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| Items in the statements of operations and comprehensive income (loss), and statements of cash flows | ||||||||
(4) Economic and political risks
The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC economy.
(5) Risks related to industry
The Company sells precious products to customers through our industrial relationship. Sales contracts are entered into with each customer. The Company is the principal under the precious metal direct sales model as the Company controls the products with the ability to direct the use of, and obtain all the remaining benefits from the precious metal products substantially before they are sold to its customers. The Company has a single performance obligation to sell metal products to the buyers. The Company estimates the amount of variable consideration, including sales return using the expected value method and includes variable consideration in the transaction price to the extent that it is probable that a significant reversal will not occur. Revenue for precious metal trading under the direct sales model is recognized at a point in time when the single performance obligation is satisfied when the products are delivered to the customer. We are under the risk of the economic environment in general and specific to the precious metal industry and China as well as changes to the existing governmental regulations.
Commodity trading in China is subject to seasonal fluctuations, which may cause our revenues to fluctuate from quarter to quarter. We generally experience less user traffic and purchase orders during national holidays in China, particularly during the Chinese New Year holiday season in the first quarter of each year. Consequently, the first quarter of each calendar year generally contributes the smallest portion of our annual revenues. Furthermore, as we are substantially dependent on sales of precious metals, our quarterly revenues and results of operations are likely to be affected by price fluctuation under macroeconomic circumstances these years.
As our revenues have grown rapidly in recent years, these factors are difficult to discern based on our historical results, which, therefore, should not be relied on to predict our future performance. Our financial condition and results of operations for future periods may continue to fluctuate. As a result, the trading price of our stock may fluctuate from time to time due to seasonality.
19. SUBSEQUENT EVENTS
The Company has reviewed its operations for potential disclosure or financial statement impacts related to events occurring after September 30, 2024, but prior to the release of the unaudited consolidated financial statements contained in this quarterly report on Form 10-Q were issued.
On October 4, 2024, the Company received a notification letter from the staff at the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Staff has determined to delist the Company’s common stock from Nasdaq pursuant to Nasdaq Listing Rule 5101 and IM-5101-1. On October 7, 2024, the Company filed a request for hearing to appeal the Staff’s determination.
On October 28, 2024, BMYA New Energy Technology Inc., a subsidiary of the Company, entered into a Supplementary Agreement to the Purchase and Sale Contract with Feng’s Auto Parts Inc., which clarifies certain commercial arrangements between the parties under that certain Contracts of Purchase and Sale entered into by and between the parties dated August 23, 2024.
The Company has determined that there are no other items to disclose or require adjustments.
21
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
As of September 30, 2024, the Company primarily had two business lines, which are the commodities trading business and supply chain management services.
Commodities trading business
The commodities trading business primarily involves purchasing non-ferrous metal products, such as aluminum ingots, copper, silver, and gold, from metal and mineral suppliers and then selling to customers. In connection with the Company’s commodity sales, in order to help customers to obtain sufficient funds to purchase various metal products and also help upstream metal and mineral suppliers to sell their metal products, the Company launched its supply chain management service in December 2019. The Company primarily generates revenues from selling bulk non-ferrous commodity products and providing related supply chain management services in the PRC.
For the nine months ended September 30, 2024, the Company recorded revenue of $91,714,259 from its commodities trading business and $2,811 from its supply chain management services, respectively.
The Company sources bulk commodity products from non-ferrous metal and mines or its designated distributors and then sells to manufacturers who need these metals in large quantities. The Company works with suppliers in the sourcing of commodities. Major suppliers include various metal and mineral suppliers such as Kunsteel Group, Baosteel Group, Aluminum Corporate of China Limited, Yunnan Benyuan, Yunnan Tin, and Shanghai Copper. The Company’s target customers include large infrastructure companies such as China National Electricity, Datang Power, China Aluminum Foshan International Trade, Tooke Investment (China), CSSC International Trade Co., Ltd., Shenye Group, and Keliyuan.
Supply Chain Management Services
We offer a distribution service to bulk suppliers of precious metals by acting as a sales intermediary, procuring small to medium-sized buyers through our own professional sales team and channels and distributing the bulk precious metals of the suppliers. Upon executing a purchase order from our sourced buyers, we charge the suppliers a commission fee ranging from 1% to 2% of the distribution order, depending on the size of the order. We also offer some other supply chain management services business. For the nine months ended September 30, 2024, the Company generated revenue from supply chain management services of $2,811 from three third-party customers, compared with a commodity distribution services revenue of $64,037 with four third-party customers for the same period in 2023.
Competition
The Company mainly competes against other large domestic commodity metal product trading service providers such as Xiamen International Trade and Yijian Shares. Currently, the principal competitive factors in the non-ferrous metal commodities trading business are price, product availability, quantity, service, and financing terms for purchases and sales of commodities.
Applicable Government Regulations
Shenzhen Baiyu Jucheng has obtained all material approvals, permits, licenses and certificates required for our metal product trading operations, including registrations from the local business and administrative department authorizing the purchase of raw materials.
Key Factors Affecting Our Results of Operation
The commodities trading industry has been experiencing decreasing demand as a result of China’s overall economic slowdown. We expect competition in the commodities trading business to persist and intensify.
We commenced our commodities trading business in late November 2019. Over the past five years, we have expanded our operations and diversified our product offerings. Our future success depends on our ability to sustain growth and maintain profitability. Our limited operating history makes it difficult to evaluate our business and future prospects. Our future prospects may face risks and challenges typically encountered by a company with a limited operating history in an emerging and rapidly evolving industry, including, among other things,
| ● | Profitability: Maintaining and enhancing our profitability through efficient operations and cost management; |
| ● | Competitive Position: Strengthening our competitive position in the commodities trading industry in China by leveraging our established networks and market knowledge. |
22
| ● | Strategic Implementation: Effectively implementing our growth strategies and adapting to market competition and customer preferences, including potential expansion into new geographical markets.; and |
| ● | Human Resources: Successfully recruiting, training, and retaining qualified managerial and other personnel to support our growth and operational needs. |
Our business requires a significant amount of capital, particularly for the purchase of bulk commodities and expansion into new markets where we currently do not have operations. We continue to seek opportunities to optimize our operations, improve financial performance, and manage risks associated with our business.
Results of Operations
Three Months Ended September 30, 2024 as Compared to Three Months Ended September 30, 2023
| For the Three Months Ended September 30, | Change | |||||||||||||||
| 2024 | 2023 | Amount | % | |||||||||||||
| Revenues | ||||||||||||||||
| - Sales of commodity products – third parties | $ | 37,162,036 | $ | 33,883,096 | $ | 3,278,940 | 10 | % | ||||||||
| - Supply chain management services | - | 28,630 | (28,630 | ) | (100 | )% | ||||||||||
| Total Revenues | 37,162,036 | 33,911,726 | 3,250,310 | 10 | % | |||||||||||
| Cost of revenues | ||||||||||||||||
| - Commodity product sales – third parties | (37,220,150 | ) | (33,916,806 | ) | (3,303,344 | ) | 10 | % | ||||||||
| - Supply chain management services | - | (18,157 | ) | 18,157 | (100 | )% | ||||||||||
| Total operating cost | (37,220,150 | ) | (33,934,963 | ) | (3,285,187 | ) | 10 | % | ||||||||
| Gross loss | (58,114 | ) | (23,237 | ) | (34,877 | ) | 150 | % | ||||||||
| Operating expenses | ||||||||||||||||
| Selling, general, and administrative expenses | (2,416,176 | ) | (3,034,313 | ) | 618,137 | (20 | )% | |||||||||
| Total operating expenses | (2,416,176 | ) | (3,034,313 | ) | 618,137 | (20 | )% | |||||||||
| Other income (expense), net | ||||||||||||||||
| Interest income | 7,354,682 | 5,124,728 | 2,229,954 | 44 | % | |||||||||||
| Interest expense | (115,082 | ) | (129,716 | ) | 14,634 | (11 | )% | |||||||||
| Amortization of beneficial conversion feature relating to convertible promissory notes | - | (228,250 | ) | 228,250 | (100 | )% | ||||||||||
| Other income, net | 4,308 | 8,227 | (3,919 | ) | (48 | )% | ||||||||||
| Total other income, net | 7,243,908 | 4,774,989 | 2,468,919 | 52 | % | |||||||||||
| Net income before income taxes | 4,769,618 | 1,717,439 | 3,052,179 | 178 | % | |||||||||||
| Income tax expenses | (1,596,361 | ) | (1,037,781 | ) | (558,580 | ) | 54 | % | ||||||||
| Net income | $ | 3,173,257 | $ | 679,658 | $ | 2,493,599 | 367 | % | ||||||||
23
Revenue
For the three months ended September 30, 2024, we generated revenue from the following two sources, including (1) revenue from sales of commodity products, and (2) revenue from supply chain management services. Total revenue increased by $3,250,310 or 10%, from $33,911,726 for the three months ended September 30, 2023 to $37,162,036 for the three months ended September 30, 2024, among which revenue from commodity trading and supply chain management accounted for 99.99% and 0.01% of our total revenue for the three months ended September 30, 2024. This increase was mainly driven by an expanded our customer base and favorable pricing conditions in the commodities market.
| (1) | Revenue from sales of commodity products |
For the three months ended September 30, 2024, the Company sold non-ferrous metals to fourteen third-party customers at fixed prices compared with thirteen third-party customers for the same period in 2023, and earned revenues when the product ownership was transferred to its customers. The Company earned revenues of $37,162,036 from sales of commodity products for the three months ended September 30, 2024, compared to $33,883,096 for the three months ended September 30, 2023, representing an increase of $3,278,940, or 10%. This increase was primarily due to the Company’s expanded customer base, growing from thirteen to fourteen third-party customers, along with an increase in the sales volume of non-ferrous metals.
| (2) | Revenue from supply chain management services |
In connection with the Company’s commodity sales, in order to help customers to obtain sufficient funds to purchase various metal products and also help metal and mineral suppliers sell their metal products, the Company launched its supply chain management service business in December 2019, which primarily consisted of loan recommendation services and commodity distribution services. For the three months ended September 30, 2024, the Company provided nil commodity distribution services and other related services to third-party customers, compared with $28,630 provided to the third-party customers for the same period ended September 30, 2023. This decrease was primarily due to the Company’s ongoing business plan to expand into electric vehicle industry, resulting in reduction in commodity distribution services to third-party customers.
Cost of revenue
Our cost of revenue primarily includes the cost of revenue associated with commodity product sales and the cost of revenue associated with management services of the supply chain. Total cost of revenue increased by $3,285,187 or 10% from $33,934,963 for the three months ended September 30, 2023 to $37,220,150 for the three months ended September 30, 2024. The increased cost of revenue is in line with the increase in revenue.
Cost of revenue associated with commodity trading
For the three months ended September 30, 2024, the Company purchased non-ferrous metal products of $37,220,150 from 11 third-party vendors.
For the three months ended September 30, 2023, the Company purchased non-ferrous metal products of $33,916,806 from 11 third-party vendors.
24
Selling, general, and administrative expenses
Selling, general and administrative expenses decreased from $3,034,313 for the three months ended September 30, 2023 to $2,416,176 for the three months ended September 30, 2024, representing a decrease of $618,137, or 20%. Selling, general and administrative expenses primarily consisted of salary and employee benefits, office rental expenses, amortizations of intangible assets and convertible notes, professional service fees and finance offering related fees. The decrease was mainly attributable to cost-reduction initiatives and improved operational efficiencies implemented during the period.
Interest income
Interest income was primarily generated from loans made to third parties and related parties. For the three months ended September 30, 2024, interest income was $7,354,682 representing an increase of $2,229,954, or 44% from $5,124,728 for the three months ended September 30, 2023. The increase was due to the growth of loans made to third party vendors for the three months ended September 30, 2024. The balance of loan receivables was $301,335,694 as of September 30, 2024 which was $99.38 million higher than that as of September 30, 2023.
Amortization of beneficial conversion feature and relative fair value of warrants relating to convertible promissory notes
For the three months ended September 30, 2024, the item represented the amortization of beneficial conversion feature of nil relating to the convertible promissory notes.
For the three months ended September 30, 2023, the item represented the amortization of beneficial conversion feature of $228,250 relating to the convertible promissory notes.
Net income (loss)
As a result of the foregoing, net income for the three months ended September 30, 2024 was $3,173,257, representing an increase of $2,493,599 from $679,658 for the three months ended September 30, 2023.
Nine Months Ended September 30, 2024 as Compared to Nine Months Ended September 30, 2023
| For the Nine Months Ended September 30, | Change | |||||||||||||||
| 2024 | 2023 | Amount | % | |||||||||||||
| Revenues | ||||||||||||||||
| - Sales of commodity products – third parties | $ | 91,714,259 | $ | 102,937,623 | $ | (11,223,364 | ) | (11 | )% | |||||||
| - Supply chain management services | 2,811 | 64,037 | (61,226 | ) | (96 | )% | ||||||||||
| Total Revenues | 91,717,070 | 103,001,660 | (11,284,590 | ) | (11 | )% | ||||||||||
| Cost of revenues | ||||||||||||||||
| - Commodity product sales – third parties | (91,856,394 | ) | (103,107,066 | ) | 11,250,672 | (11 | )% | |||||||||
| - Supply chain management services | (16 | ) | (41,540 | ) | 41,524 | (100 | )% | |||||||||
| Total operating cost | (91,856,410 | ) | (103,148,606 | ) | 11,292,196 | (11 | )% | |||||||||
| Gross loss | (139,340 | ) | (146,946 | ) | 7,606 | (5 | )% | |||||||||
| Operating expenses | ||||||||||||||||
| Selling, general, and administrative expenses | (7,487,247 | ) | (14,108,225 | ) | 6,620,978 | (47 | )% | |||||||||
| Total operating expenses | (7,487,247 | ) | (14,108,225 | ) | 6,620,978 | (47 | )% | |||||||||
| Other income (expense), net | ||||||||||||||||
| Interest income | 20,113,780 | 14,482,016 | 5,631,764 | 39 | % | |||||||||||
| Interest expenses | (344,680 | ) | (352,938 | ) | 8,258 | (2 | )% | |||||||||
| Amortization of beneficial conversion feature relating to convertible promissory notes | (92,552 | ) | (713,292 | ) | 620,740 | (87 | )% | |||||||||
| Other income, net | 1,595 | 7,130 | (5,535 | ) | (78 | )% | ||||||||||
| Total other income, net | 19,678,143 | 13,422,916 | 6,255,227 | 47 | % | |||||||||||
| Net income (loss) before income taxes | 12,051,556 | (832,255 | ) | 12,883,811 | 1548 | % | ||||||||||
| Income tax expenses | (4,298,712 | ) | (2,875,040 | ) | (1,423,672 | ) | 50 | % | ||||||||
| Net income (loss) | $ | 7,752,844 | $ | (3,707,295 | ) | $ | 11,460,139 | 309 | % | |||||||
25
Revenue
For the nine months ended September 30, 2024, we generate revenue from the following two sources, including (1) revenue from sales of commodity products, and (2) revenue from supply chain management services. Total revenue decreased by $11,284,590 or 11%, from $103,001,660 for the nine months ended September 30, 2023 to $91,717,070 for the nine months ended September 30, 2024, among which revenue from sales of commodity products and supply chain management accounted for 99.99% and 0.01%, respectively. The decrease was mainly affected by the market environment: the industry was in a situation of both weak supply and weak demand, and the internal competition was also fierce.
| (1) | Revenue from sales of commodity products |
For the nine months ended September 30, 2024, the Company sold non-ferrous metals to fourteen third-party customers at fixed prices compared with thirteen third-party customers for the same period in 2023, and earned revenues when the product ownership was transferred to its customers. The Company earned revenues of $91,714,259 from sales of commodity products for the nine months ended September 30, 2024 compared with $102,937,623 for the nine months ended September 30, 2023, with a decrease of $11,223,364 or 11%. The decrease of revenue from sales of commodity products is mainly due to the decrease in the average unit sales price of zinc ingots from $3.32 per kilogram for the nine months ended September 30, 2023 to $2.76 per kilogram for the nine months ended September 30, 2024. And based on a downward trend in FY2024, the annual consumption of zinc plating in China is declining year by year.
| (2) | Revenue from supply chain management services |
In connection with the Company’s commodity sales, in order to help customers to obtain sufficient funds to purchase various metal products and also help upstream metal and mineral suppliers sell their metal products, the Company launched its supply chain management service business in December 2019, which primarily consisted of loan recommendation services and distribution services.
For the nine months ended September 30, 2024, the Company recorded revenue of $2,811 from supply chain management services to third-party customers compared with $64,037 to third-party customers for the same period in 2023. The decrease in revenue from sales of commodity products is mainly due to the downsizing of the zinc plating market, as well as less customers in the fierce competition.
Cost of revenue
Our cost of revenue primarily includes the cost of revenue associated with commodity product sales and the cost of revenue associated with management services of the supply chain. Total cost of revenue decreased by $11,292,196 or 11% from $103,148,606 for the nine months ended September 30, 2023 to $91,856,410 for the nine months ended September 30, 2024. The decreased cost of revenue is in line with the decrease in revenue.
Cost of revenue associated with commodity trading
The cost of revenue primarily consists of purchase costs of non-ferrous metal products.
For the nine months ended September 30, 2024, the Company purchased non-ferrous metal products of $91,856,394 from 11 third-party vendors.
For the nine months ended September 30, 2023, the Company purchased non-ferrous metal products of $103,107,066 from 11 third-party vendors.
26
Selling, general, and administrative expenses
Selling, general and administrative expenses decreased from $14,108,225 for the nine months ended September 30, 2023 to $7,487,247 for the nine months ended September 30, 2024, representing a decrease of $6,620,978, or 47%. Selling, general and administrative expenses primarily consisted of salary and employee benefits, office rental expenses, amortizations of intangible assets and convertible notes, professional service fees and finance offering related fees. The decrease was mainly attributable to stock-based compensation expenses of $5,698,000 resulting from the issuance of a total of 11,000,000 shares of common stock to service providers for the nine months ended September 30, 2023 in comparison to zero in such expenses for the nine months ended September 30, 2024.
Interest income
Interest income was primarily generated from loans made to third parties and related parties. For the nine months ended September 30, 2024, interest income was $20,113,780 representing an increase of $5,631,764, or 39% from $14,482,016 for the nine months ended September 30, 2023. The increase was due to the growth of loans made to third party vendors for the nine months ended September 30, 2024.
Amortization of beneficial conversion feature and relative fair value of warrants relating to convertible promissory notes
For the nine months ended September 30, 2024, the item represented the amortization of beneficial conversion feature of $92,552 relating to the convertible promissory notes.
For the nine months ended September 30, 2023, the item represented the amortization of beneficial conversion feature of $713,292 relating to the convertible promissory notes.
Net income (loss)
As a result of the foregoing, net income for the nine months ended September 30, 2024 was $7,752,844, representing an increase of $11,460,139 from a net loss of $3,707,295 for the nine months ended September 30, 2023.
Cash Flows and Capital Resources
We have financed our operations primarily through shareholder contributions, cash flow from operations, borrowings from third parties and related parties, and equity financing through private placement and public offerings.
As reflected in the accompanying unaudited consolidated financial statements, for the nine months ended September 30, 2024, the Company reported cash outflows of $38,390,258 from operating activities. As of September 30, 2024, the Company has working capital of approximately $274.95 million.
During the nine months ended September 30, 2024, the cash used in investing activities was $5,494.
The Company expects to use the proceeds from the equity financing as working capital to expand its commodities trading business.
Based on the foregoing capital market activities, the management believes that the Company will continue as a going concern in the following 12 months.
27
Statement of Cash Flows
The following table sets forth a summary of our cash flows. For the nine months ended September 30, 2024 and 2023, respectively:
| For the Nine Months Ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| Net Cash (Used in)/Provided by Operating Activities | $ | (38,390,258 | ) | $ | 1,053,819 | |||
| Net Cash Used in Investing Activities | (5,494 | ) | (64,651,465 | ) | ||||
| Net Cash Provided by Financing Activities | 36,900,000 | 56,004,311 | ||||||
| Effect of exchange rate changes on cash and cash equivalents | 306,712 | 8,140,537 | ||||||
| Net (decrease)/increase in cash and cash equivalents | (1,189,040 | ) | 547,202 | |||||
| Cash and cash equivalents at beginning of period | 1,516,358 | 893,057 | ||||||
| Cash and cash equivalents at end of period | $ | 327,318 | $ | 1,440,259 | ||||
Net Cash Used in Operating Activities
During the nine months ended September 30, 2024, we had a cash outflow from operating activities of $38,390,258, a decrease of $39,444,077 from a cash inflow of $1,053,819 for the nine months ended September 30, 2023. We incurred a net income for the nine months ended September 30, 2024 of $7,752,844, an increase of $11,460,139 from the nine months ended September 30, 2023, during which we recorded a net loss of $3,707,295.
In addition to the change in profitability, the decrease in net cash used in operating activities was the result of several factors, including:
| ● | Non-cash effects adjustments include amortization of beneficial conversion feature of convertible promissory notes of $92,552, amortization of intangible assets of $6,634,441, accrual convertible interest expense of $324,463 and amortization of discount on convertible promissory notes of $66,667. |
| ● | A decrease of $58,674,429 of loan receivables due to increase of funds lending to upstream industries. |
| ● | An increase of $2,137,342 of advances from customers due to increase of revenue. |
| ● | An increase of $5,131,470 of income tax payable due to increase of net income. |
Net Cash Used in Investing Activities
Net cash used in investing activities for the nine months ended September 30, 2024 was $5,494 as compared to net cash used in investing activities of $64,651,465 for the nine months ended September 30, 2023.
The cash used in investing activities for the nine months ended September 30, 2023 was mainly for the loans disbursed to third parties of $122,971,023, partly offset by the collected loans from third partis of $58,413,241.
28
Net Cash Provided by Financing Activities
During the nine months ended September 30, 2024, the cash provided by financing activities was mainly attributable to cash raised of $36,900,000 from the issuance of 30,000 shares of common stock.
During the nine months ended September 30, 2023, the cash provided by financing activities was mainly attributable to cash raised of $42,350,000 from certain private placements by the issuance of 35,000,000 shares of common stocks, cash raised of $559,073 from a registered direct offering by the issuance of 689,306 shares of common stocks, cash raised of $3,000,000 from issuance of unsecured senior convertible promissory notes in the aggregate principal amount of $3,320,000, and cash raised of $9,800,000 from certain private placements by the issuance of 28,000,000 shares of common stock.
Off-balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of September 30, 2024.
Contractual Obligations
As of September 30, 2024, the Company had one lease arrangement with an unrelated third party. The lease term is 24 months, which will expire in November 2024. As of the date of this report, the Company cannot reasonably assess whether it will renew the lease term. The lease commitment was as following table:
| Less than | ||||||||||||||||
| Total | 1 year | 1-2 years | Thereafter | |||||||||||||
| Contractual obligations: | ||||||||||||||||
| Operating lease | $ | 1,662 | $ | 1,662 | $ | - | $ | - | ||||||||
| Total | $ | 1,662 | $ | 1,662 | $ | - | $ | - | ||||||||
Critical Accounting Policies
Please refer to Note 2 of the Condensed Consolidated Financial Statements included in this Form 10-Q for details of our critical accounting policies.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were not effective as of September 30, 2024.
29
Certain personnel primarily responsible for preparing our financial statements require additional requisite levels of knowledge, experience and training in the application of U.S. GAAP commensurate with our financial reporting requirements. The management thought that in light of the inexperience of our accounting staff with respect to the requirements of U.S. GAAP-based reporting and SEC rules and regulations, we did not maintain effective controls and did not implement adequate and proper supervisory review to ensure that significant internal control deficiencies can be detected or prevented.
Management’s assessment of the control deficiency over accounting and finance personnel as of September 30, 2024 includes:
| ● | our lack of sufficient financial reporting and accounting personnel with appropriate knowledge of the U.S. GAAP and the SEC reporting requirements to properly address complex U.S. GAAP accounting issues and to prepare and review consolidated financial statements and related disclosures to fulfill U.S. GAAP and SEC financial reporting requirements. |
| ● | our lack of comprehensive accounting policies and procedures manual in accordance with U.S. GAAP. Neither we nor our independent registered public accounting firm undertook a comprehensive assessment of our internal control for purposes of identifying and reporting material weaknesses and other deficiencies in our internal control over financial reporting. Had we performed a formal assessment of our internal control over financial reporting or had our independent registered public accounting firm performed an audit of our internal control over financial reporting, additional deficiencies may have been identified. |
Following the identification of the material weaknesses and control deficiencies, we have taken the following remedial measures: engaging an external consulting firm to assist us with the assessment of Sarbanes-Oxley compliance requirements and improvement of overall internal control.
We plan to take additional remedial measures, including (i) hiring more qualified accounting personnel with relevant U.S. GAAP and SEC reporting experience and qualifications to strengthen the financial reporting function and to set up a financial and system control framework; and (ii) implementing regular and continuous U.S. GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel.
Limitations on the Effectiveness of Disclosure Controls. Readers are cautioned that our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. An internal control system, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. The design of any system of controls is also based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any control design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended September 30, 2024 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
30
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
As of the date of this report, there have been no material changes to the risk factors disclosed in our annual report on Form 10-K filed with the SEC on March 22, 2024.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Common stock issued pursuant to the conversion of convertible promissory notes
The Company settled convertible promissory notes issued on October 4, 2021 of $125,000 on December 30, 2022, $125,000 on January 10, 2023, $125,000 on January 18, 2023, $250,000 on February 2, 2023, $250,000 on March 2, 2023, respectively, and issued 148,399, 147,824, 147,475, 292,987, and 279,567 shares of the Company’s common stock on January 6, 2023, January 12, 2023, January 18, 2023, February 3, 2023, and March 2, 2023, respectively for the three months ended September 30, 2023.
The Company settled convertible promissory notes issued on May 6, 2022 of $200,000 on January 18, 2023, $200,000 on February 3, 2023, $175,000 on February 8, 2023, $250,000 on February 15, 2023, $250,000 on March 8, 2023, and $125,000 on March 24, 2023, respectively, and issued 235,960, 234,389, 205,090, 292,987, 279,567 and 145,660 shares of the Company’s common stock on January 19, 2023, February 6, 2023, February 8, 2023, February 15, 2023, March 15, 2023, and March 29, 2023, respectively for the three months ended September 30, 2023.
The Company settled convertible promissory notes issued on March 13, 2023 of $300,000 on September 7, 2023, $200,000 on October 10, 2023, $175,000 on October 13, 2023, $150,000 on November 16, 2023, $150,000 on December 5, 2023, and $150,000 on December 29, 2023, respectively, and issued 41,829, 41,736, 36,920, 109,075, 109,075, and 137,644, shares of the Company’s common stock on September 12, 2023, October 11, 2023, October 13, 2023, November 20, 2023, December 7, 2023, and December 29, 2023, respectively, for the year ended December 31, 2023. The Company settled convertible promissory notes of $150,000 on February 1, 2024, $150,000 on February 15, 2024, and $150,000 on April 18, 2024 respectively, and issued 160,174, 152,620 and 159,547 shares of the Company’s common stock on February 1, 2024, February 10, 2024 and April 23, 2024, respectively, for the nine months ended September 30, 2024.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
31
ITEM 6. EXHIBITS
| * | Previously filed |
| ** | Filed herewith |
| *** | The certifications attached as Exhibit 32.1 and 32.2 accompanying this Quarterly Report on Form 10-Q, are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing. |
32
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, thereunto duly authorized.
| BAIYU HOLDINGS, INC. | ||
| Date: November 13, 2024 | By: | /s/ Renmei Ouyang |
| Name: | Renmei Ouyang | |
| Title: | Chief Executive Officer (Principal Executive Officer) | |
| By: | /s/ Wenhao Cui | |
| Name: | Wenhao Cui | |
| Title: | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | ||
33
Exhibit 31.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Renmei Ouyang, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q for the period ended September 30, 2024 of BAIYU Holdings, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors: |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: November 13, 2024 | By: | /s/ Renmei Ouyang |
| Renmei Ouyang | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Wenhao Cui, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q for the period ended September 30, 2024 of BAIYU Holdings, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors: |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: November 13, 2024 | By: | /s/ Wenhao Cui |
| Wenhao Cui | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
SECTION 906 OF SARBANES-OXLEY ACT OF 2002
I, Renmei Ouyang, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
| 1. | The Quarterly Report on Form 10-Q of BAIYU Holdings, Inc. (the “Company”) for the period ended September 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (U.S.C. 78m or 78o(d)); and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: November 13, 2024 | By: | /s/ Renmei Ouyang |
| Renmei Ouyang | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) |
The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of a separate disclosure document.
Exhibit 32.2
CERTIFICATION PURSUANT TO
SECTION 906 OF SARBANES-OXLEY ACT OF 2002
I, Wenhao Cui, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
| 1. | The Quarterly Report on Form 10-Q of BAIYU Holdings, Inc. (the “Company”) for the period ended September 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (U.S.C. 78m or 78o(d)); and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: November 13, 2024 | By: | /s/ Wenhao Cui |
| Wenhao Cui | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |
The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of a separate disclosure document.
Unaudited Condensed Consolidated Balance Sheets - USD ($) |
Sep. 30, 2024 |
Dec. 31, 2023 |
||
|---|---|---|---|---|
| Current Assets | ||||
| Cash and cash equivalents | $ 327,318 | $ 1,516,358 | ||
| Loans receivable from third parties | 301,335,694 | 240,430,865 | ||
| Inventories, net | 278,129 | 259,806 | ||
| Other current asset | 13,071,773 | 10,134,829 | ||
| Total current assets | 315,012,914 | 252,341,858 | ||
| Non-Current Assets | ||||
| Plant and equipment, net | 23,250 | 32,090 | ||
| Goodwill | 159,003,547 | 157,542,081 | ||
| Intangible assets, net | 39,705,485 | 45,285,617 | ||
| Right-of-use assets, net | 15,300 | 83,375 | ||
| Total non-current assets | 198,747,582 | 202,943,163 | ||
| Total Assets | 513,760,496 | 455,285,021 | ||
| Current Liabilities | ||||
| Accounts payable | 603 | |||
| Bank borrowings | 997,492 | 1,057,648 | ||
| Third party loans payable | 499,019 | 476,627 | ||
| Contract liabilities | 5,227,543 | 3,090,201 | ||
| Income tax payable | 21,319,296 | 16,187,826 | ||
| Lease liabilities | 16,186 | 86,691 | ||
| Other current liabilities | 7,837,297 | 6,578,349 | ||
| Convertible promissory notes | 4,168,304 | 4,284,622 | ||
| Total current liabilities | 40,065,740 | 31,761,964 | ||
| Non-Current Liabilities | ||||
| Deferred tax liabilities | 1,708,224 | 2,256,696 | ||
| Total non-current liabilities | 40,182,916 | 40,377,752 | ||
| Total liabilities | 80,248,656 | 72,139,716 | ||
| Commitments and Contingencies (Note 17) | ||||
| Equity | ||||
| Common stock (par value $0.001 per share, 600,000,000 shares authorized; 49,945,235 and 19,335,220 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively)* | [1] | 49,945 | 19,335 | |
| Additional paid-in capital | 476,450,077 | 438,980,687 | ||
| Statutory surplus reserve | 2,602,667 | 2,602,667 | ||
| Accumulated deficit | (30,641,615) | (39,520,164) | ||
| Accumulated other comprehensive loss | (11,031,061) | (16,144,752) | ||
| Total BAIYU Shareholders’ Equity | 437,430,013 | 385,937,773 | ||
| Non-controlling interest | (3,918,173) | (2,792,468) | ||
| Total Equity | 433,511,840 | 383,145,305 | ||
| Total Liabilities and Equity | 513,760,496 | 455,285,021 | ||
| Related Party | ||||
| Non-Current Liabilities | ||||
| Due to related parties | $ 38,474,692 | $ 38,121,056 | ||
| ||||
Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares |
Sep. 30, 2024 |
Dec. 31, 2023 |
||
|---|---|---|---|---|
| Statement of Financial Position [Abstract] | ||||
| Common stock, par value (in Dollars per share) | [1] | $ 0.001 | $ 0.001 | |
| Common stock, shares authorized | [1] | 600,000,000 | 600,000,000 | |
| Common stock, shares issued | [1] | 49,945,235 | 19,335,220 | |
| Common stock, shares outstanding | [1] | 49,945,235 | 19,335,220 | |
| ||||
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) |
3 Months Ended | 9 Months Ended | ||||
|---|---|---|---|---|---|---|
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
|||
| Revenues | ||||||
| Total revenue | $ 37,162,036 | $ 33,911,726 | $ 91,717,070 | $ 103,001,660 | ||
| Cost of revenues | ||||||
| Total operating costs | (37,220,150) | (33,934,963) | (91,856,410) | (103,148,606) | ||
| Gross loss | (58,114) | (23,237) | (139,340) | (146,946) | ||
| Operating expenses | ||||||
| Selling, general, and administrative expenses | (2,416,176) | (3,034,313) | (7,487,247) | (14,108,225) | ||
| Total operating expenses | (2,416,176) | (3,034,313) | (7,487,247) | (14,108,225) | ||
| Net Operating Loss | (2,474,290) | (3,057,550) | (7,626,587) | (14,255,171) | ||
| Other income (expenses), net | ||||||
| Interest income | 7,354,682 | 5,124,728 | 20,113,780 | 14,482,016 | ||
| Interest expenses | (115,082) | (129,716) | (344,680) | (352,938) | ||
| Amortization of beneficial conversion feature relating to issuance of convertible promissory notes | (228,250) | (92,552) | (713,292) | |||
| Other income, net | 4,308 | 8,227 | 1,595 | 7,130 | ||
| Total other income, net | 7,243,908 | 4,774,989 | 19,678,143 | 13,422,916 | ||
| Net income (loss) before income taxes | 4,769,618 | 1,717,439 | 12,051,556 | (832,255) | ||
| Income tax expenses | (1,596,361) | (1,037,781) | (4,298,712) | (2,875,040) | ||
| Net income (loss) | 3,173,257 | 679,658 | 7,752,844 | (3,707,295) | ||
| Less: Net loss attributable to non-controlling interests | (366,205) | (382,556) | (1,125,705) | (1,166,557) | ||
| Net income (loss) attributable to BAIYU Holdings, Inc.’s Stockholders’ | 3,539,462 | 1,062,214 | 8,878,549 | (2,540,738) | ||
| Comprehensive income (loss) | ||||||
| Net income (loss) | 3,173,257 | 679,658 | 7,752,844 | (3,707,295) | ||
| Foreign currency translation adjustments | 10,429,678 | 2,156,075 | 5,113,691 | (12,025,878) | ||
| Comprehensive income (loss) | 13,602,935 | 2,835,733 | 12,866,535 | (15,733,173) | ||
| Less: Total comprehensive loss attributable to non-controlling interests | (366,205) | (382,556) | (1,125,705) | (1,166,557) | ||
| Comprehensive income (loss) attributable to BAIYU Holdings, Inc.’s Stockholders | $ 13,969,140 | $ 3,218,289 | $ 13,992,240 | $ (14,566,616) | ||
| Income (loss) per share - basic and diluted | ||||||
| Continuing Operation- income (loss) per share – basic (in Dollars per share) | [1] | $ 0.08 | $ 0.23 | $ 0.47 | $ (1.21) | |
| Continuing Operation- income (loss) per share –diluted (in Dollars per share) | [1] | $ 0.07 | $ 0.17 | $ 0.35 | $ (0.93) | |
| Weighted Average Shares Outstanding-Basic (in Shares) | [1] | 38,782,001 | 3,016,281 | 16,671,646 | 3,074,862 | |
| Weighted Average Shares Outstanding- Diluted (in Shares) | [1] | 44,146,337 | 3,948,068 | 22,035,982 | 4,006,649 | |
| Sales of commodity products – third parties | ||||||
| Revenues | ||||||
| Total revenue | $ 37,162,036 | $ 33,883,096 | $ 91,714,259 | $ 102,937,623 | ||
| Supply chain management services-third parties | ||||||
| Revenues | ||||||
| Total revenue | 28,630 | 2,811 | 64,037 | |||
| Cost of revenues | ||||||
| Total operating costs | (18,157) | (16) | (41,540) | |||
| Commodity product sales-third parties | ||||||
| Cost of revenues | ||||||
| Total operating costs | $ (37,220,150) | $ (33,916,806) | $ (91,856,394) | $ (103,107,066) | ||
| ||||||
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) |
9 Months Ended | |
|---|---|---|
Sep. 30, 2024 |
Sep. 30, 2023 |
|
| Cash Flows from Operating Activities: | ||
| Net income (loss) | $ 7,752,844 | $ (3,707,295) |
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
| Depreciation of plant and equipment | 9,488 | 6,289 |
| Amortization of intangible assets | 6,634,441 | 6,002,628 |
| Amortization of right of use assets | 68,075 | 88,416 |
| Amortization of discount on convertible promissory notes | 66,667 | 200,000 |
| Amortization of beneficial conversion feature relating to issuance of convertible promissory notes | 92,552 | 713,292 |
| Interest expense for convertible promissory notes | 324,463 | 245,506 |
| Deferred tax liabilities | (548,472) | (569,635) |
| Share-based payment stock to service providers | 5,698,000 | |
| Inventories impairment | (16,818) | |
| Inventories | (18,323) | 195,620 |
| Loans receivable from third parties | (58,674,429) | |
| Other current assets | (140,962) | (9,754,421) |
| Prepayments | (639,788) | (3,297,177) |
| Contract liabilities | 2,137,342 | 2,747,384 |
| Due from third parties | (2,150,700) | (275,930) |
| Due from related parties | 353,636 | (1,963,576) |
| Accounts payable | 603 | 425,930 |
| Income tax payable | 5,131,470 | 3,444,639 |
| Other current liabilities | 1,258,948 | 941,335 |
| Lease liabilities | (70,505) | (88,281) |
| Due to third party loans payable | 22,392 | 17,913 |
| Net cash (used in)/provided by operating activities | (38,390,258) | 1,053,819 |
| Cash Flows from Investing Activities: | ||
| Purchases of plant and equipment | (34,733) | |
| Payment made on loans to third parties | (122,971,023) | |
| Proceeds from loans of third parties | 58,413,241 | |
| Investments in other investing activities | (5,494) | (58,950) |
| Net cash used in investing activities | (5,494) | (64,651,465) |
| Cash Flows from Financing Activities: | ||
| Repayments made on loans to third parties | 69,995 | |
| Proceeds from issuance of common stock under ATM transaction | 559,073 | |
| Proceeds from issuance of common stock under private placement transactions | 36,900,000 | 42,350,000 |
| Proceeds from convertible promissory notes | 13,025,243 | |
| Net cash provided by financing activities | 36,900,000 | 56,004,311 |
| Effect of exchange rate changes on cash and cash equivalents | 306,712 | 8,140,537 |
| Net (decrease)/increase in cash and cash equivalents | (1,189,040) | 547,202 |
| Cash and cash equivalents at beginning of period | 1,516,358 | 893,057 |
| Cash and cash equivalents at end of period | 327,318 | 1,440,259 |
| Supplemental Cash Flow Information | ||
| Cash paid for interest expenses | 809 | 38,918 |
| Supplemental disclosure of non-cash investing and financing activities | ||
| Right-of-use assets obtained in exchange for operating lease obligations | 58,617 | |
| Issuance of common stocks in connection with conversion of convertible promissory notes | $ 600,000 | $ 13,590,215 |
Organization and Business Description |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Organization and Business Description [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ORGANIZATION AND BUSINESS DESCRIPTION | 1. ORGANIZATION AND BUSINESS DESCRIPTION
BAIYU Holding, Inc. is a Delaware corporation, incorporated under the laws of the state of Delaware.
The Company primarily conducts business through Shenzhen Baiyu Jucheng Data Technology Co., Ltd., Shenzhen Qianhai Baiyu Supply Chain Co., Ltd., Hainan Jianchi Import and Export Co., Ltd., and Shenzhen Tongdow Internet Technology Co., Ltd. to offer the commodity trading business and supply chain management services to customers in the PRC. Supply chain management services consist of loan recommendation services and commodity product distribution services.
The following diagram illustrates our corporate structure as of September 30, 2024.
|
Summary of Significant Accounting Policies |
9 Months Ended |
|---|---|
Sep. 30, 2024 | |
| Summary of Significant Accounting Policies [Abstract] | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.
The unaudited interim condensed consolidated financial information as of September 30, 2024 and for the nine months ended September 30, 2024 and 2023 have been prepared, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures, which are normally included in annual condensed consolidated financial statements prepared in accordance with U.S. GAAP, have been omitted pursuant to those rules and regulations. The unaudited interim condensed consolidated financial information should be read in conjunction with the consolidated financial statements and the notes thereto, included in the Company’s Form 10-K for the fiscal year ended December 31, 2023 previously filed with the SEC on March 22, 2024.
In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the Company’s unaudited condensed consolidated financial position as of September 30, 2024 and its unaudited condensed consolidated results of operations for the nine months ended September 30, 2024 and 2023, and its unaudited condensed consolidated cash flows for the nine months ended September 30, 2024 and 2023, as applicable, have been made. The interim results of operations are not necessarily indicative of the operating results for the fiscal year or any future period.
(b) Use of estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, management reviews these estimates using the currently available information. Changes in facts and circumstances may cause the Company to revise its estimates. Significant accounting estimates reflected in the financial statements include: (i) useful lives and residual value of long-lived assets; (ii) the impairment of long-lived assets and investments; (iii) the valuation allowance of deferred tax assets; (iv) estimates of allowance for doubtful accounts, including loans receivable from third parties and related parties; (v) valuation of Inventory; and (vi) contingencies and litigation.
(c) Foreign currency translation
The Company’s financial information is presented in U.S. dollars (“USD”). The functional currency of the Company is the Chinese Yuan Renminbi (“RMB”), the currency of PRC. Any transactions which are denominated in currencies other than RMB are translated into RMB at the exchange rate quoted by the People’s Bank of China prevailing at the dates of the transactions, and exchange gains and losses are included in the statements of operations as foreign currency transaction gain or loss. The consolidated financial statements of the Company have been translated into U.S. dollars in accordance with ASC 830, Foreign Currency Matters. The financial information is first prepared in RMB and then translated into U.S. dollars at period-end exchange rates for assets and liabilities and average exchange rates for revenue and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. The effects of foreign currency translation adjustments are included as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets.
(d) Convertible promissory notes
Convertible promissory notes are recognized initially at fair value, net of upfront fees, debt discounts or premiums, debt issuance costs and other incidental fees. Upfront fees, debt discounts or premiums, debt issuance costs and other incidental fees are recorded as a reduction of the proceeds received and the related accretion is recorded as interest expense in the consolidated income statements over the estimated term of the facilities using the effective interest method.
(e) Beneficial conversion feature
The Company evaluates the conversion feature to determine whether it was beneficial as described in ASC 470-20. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible notes payable and may not be settled in cash upon conversion, is treated as a discount to the convertible notes payable. This discount is amortized over the period from the date of issuance to the date the notes are due using the effective interest method. If the notes payable are retired prior to the end of their contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the shares of common stock at the commitment date to be received upon conversion. (f) Recent accounting pronouncement
In November 2023, the FASB issued guidance to enhance disclosure of expenses of a public entity’s reportable segments. The new guidance requires a public entity to disclose: (1) on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss, (2) on an annual and interim basis, an amount for other segment items (the difference between segment revenue less the significant expenses disclosed under the significant expense principle and each reported measure of segment profit or loss), including a description of its composition, (3) on an annual and interim basis, information about a reportable segment’s profit or loss and assets previously required to be disclosed only on an annual basis, and (4) the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and how to allocate resources. The new guidance also clarifies that if the CODM uses more than one measure of a segment’s profit or loss, one or more of those measures may be reported and requires that a public entity that has a single reportable segment provide all the disclosures required by the amendments in this update and all existing segment disclosures. The guidance is effective for the current fiscal year 2024 annual reporting, and in the first quarter of 2025 for interim period reporting, with early adoption permitted. Upon adoption, this guidance should be applied retrospectively to all prior periods presented. We do not expect the adoption of this accounting standard to have an impact on our Consolidated Financial Statements.
In December 2023, the FASB issued guidance to enhance transparency of income tax disclosures. On an annual basis, the new guidance requires a public entity to disclose: (1) specific categories in the rate reconciliation, (2) additional information for reconciling items that are equal to or greater than 5% of the amount computed by multiplying income (or loss) from continuing operations before income tax expense (or benefit) by the applicable statutory income tax rate, (3) income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes, with foreign taxes disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than 5% of total income taxes paid, (4) income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign, and (5) income tax expense (or benefit) from continuing operations disaggregated between federal (national), state and foreign. The guidance is effective for fiscal year 2025 annual reporting, with early adoption permitted, to be applied on a prospective basis, with retrospective application permitted. We do not expect the adoption of this accounting standard to have an impact on our Consolidated Financial Statements but will require certain additional disclosures.
In July 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in ASU 2023-07 improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The adoption of this guidance did not have a material impact on its financial position, results of operations and cash flows.
In December 2023, the FASB issued ASU 2023-08: Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60). For annual and interim reporting periods, the amendments in this Update require that an entity, including an entity that is subject to industry-specific guidance, disclose the following information: (1) The name, cost basis, fair value, and number of units for each significant crypto asset holding and the aggregate fair values and cost bases of the crypto asset holdings that are not individually significant, (2) For crypto assets that are subject to contractual sale restrictions, the fair value of those crypto assets, the nature and remaining duration of the restriction(s), and the circumstances that could cause the restriction(s) to lapse.
Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures. |
Loans Receivable from Third Parties |
9 Months Ended | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2024 | ||||||||||||||||||||||||||||
| Loans Receivable from Third Parties [Abstract] | ||||||||||||||||||||||||||||
| LOANS RECEIVABLE FROM THIRD PARTIES | 3. LOANS RECEIVABLE FROM THIRD PARTIES
As of September 30, 2024, the Company has fourteen loan agreements compared with thirteen loan agreements on December 31, 2023. The Company provided loans aggregating $109,311,498 for the purpose of making use of idle cash and maintaining long-term customer relationship and collected $51,521,185 during the nine months ended September 30, 2024. These loans will mature from July 2024 through July 2025, and charge an interest rate of 10.95% per annum on these customers. The company has the right to pledge account receivable or inventory.
Interest income of $20,113,673 and $14,481,640 was accrued for the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024 and December 31, 2023, the Company recorded an interest receivable of $8,194,485 and $5,931,541 as reflected under “other current assets” in the condensed consolidated balance sheets.
As of September 30, 2024 and December 31, 2023, there was no allowance recorded as the Company considers all of the loans receivable fully collectible. |
|||||||||||||||||||||||||||
Inventories, Net |
9 Months Ended | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2024 | ||||||||||||||||||||||||||||
| Inventories, Net [Abstract] | ||||||||||||||||||||||||||||
| INVENTORIES, NET | 4. INVENTORIES, NET
The Company’s inventories consist of aluminum ingots, etc., that were purchased from third parties for resale to third parties. Inventories consisted of the following:
For the nine months ended September 30, 2024, the Company did not accrue or charge back any impairment as the impaired inventories have been sold. |
|||||||||||||||||||||||||||
Other Current Assets |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other Current Assets [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| OTHER CURRENT ASSETS | 5. OTHER CURRENT ASSETS
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Plant and Equipment, Net |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Plant and Equipment, Net [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PLANT AND EQUIPMENT, NET | 6. PLANT AND EQUIPMENT, NET
Depreciation expense was $9,488, and currency translation difference was negative $248 for the nine months ended September 30, 2024. Depreciation expense was $6,289, and currency translation difference was negative $231 for the nine months ended September 30, 2023. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Goodwill [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| GOODWILL | 7. GOODWILL
Changes in the carrying amount of goodwill by segment for the nine months ended September 30, 2024, and years ended December 31, 2023 were as follows:
Based on an assessment of the qualitative factors, management determined that it is more-likely-than-not that the fair value of the reporting unit is in excess of its carrying amount. Therefore, management concluded that it was not necessary to proceed with the two-step goodwill impairment test. No impairment loss or other changes were recorded, except for the influence of foreign currency translation for the nine months ended September 30, 2024 and the year ended December 31, 2023. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Intangible Assets |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Intangible Assets [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| INTANGIBLE ASSETS | 8. INTANGIBLE ASSETS
The Company’s intangible assets consist of customer relationships and software copyrights. Customer relationships are generally recorded in connection with acquisitions at their fair value, one kind of software copyright was purchased in March 2021 and the other kind of software copyright was recorded in connection with the contractual arrangement with Shenzhen Tongdow Internet Technology Co., Ltd. in October 2022. Intangible assets with estimable lives are amortized, generally on a straight-line basis, over their respective estimated useful lives: 6.2 years for customer relationships, 6.83 years for one kind of software copyright purchased in March 2021 and 10 years for the other kind of software copyright recorded in connection with the contractual arrangement with Shenzhen Tongdow Internet Technology Co., Ltd, to their estimated residual values and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Amortization expense for the nine months ended September 30, 2024 and 2023 was $6,634,441 and $6,002,628, respectively. The currency translation difference was negative $446,027 and $514,654 for the nine months ended September 30, 2024 and 2023, respectively.
No impairment loss was made against the intangible assets during the nine months ended September 30, 2024.
The estimated amortization expense for these intangible assets in the next five years and thereafter is as follows:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Bank Borrowings |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| Bank Borrowings [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| BANK BORROWINGS | 9. BANK BORROWINGS
Bank borrowings represent the amounts due to Baosheng County Bank that are due within one year. As of September 30, 2024 and December 31, 2023, bank loans consisted of the following:
In August 2022, Qianhai Baiyu entered into five loan agreements with Baosheng County Bank to borrow a total amount of RMB7.0 million as working capital for a one-year term, maturing in August 2023. In August 2023, the company and the bank renewed the contract, extending the loan term to August 2025. The five loans bear a fixed interest rate of 7.8% per annum and are guaranteed by Shenzhen Herun Investment Co., Ltd, Li Hongbin and Wang Shuang.
In August 2023, Qianhai Baiyu entered into a loan agreement with the Bank of Communications, borrowing a total of RMB 0.49 million as one-year working capital. This loan carried a fixed interest rate of 4.15% per annum and was fully repaid on April 2, 2024. |
|||||||||||||||||||||||||||||||||||||||||||||
Leases |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Leases [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| LEASES | 10. LEASES
The Company leases an office space under non-cancelable operating leases, with a term of 24 months. The Company considers renewal or termination options that are reasonably certain to be exercised when determining the lease term and the initial measurement of right of use assets and lease liabilities. The amortization of right of use assets for lease payment is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet.
The Company determines whether a contract is, or contains, a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company discounts lease payments based on an estimate of its incremental borrowing rate.
The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Supplemental consolidated balance sheet information related to the operating lease was as follows:
The weighted average remaining lease terms and discount rates for the operating lease were as follows as of September 30, 2024:
For the nine months ended September 30, 2024 and 2023, the Company charged total amortization of right-of-use assets of $68,075 and $88,416 respectively. For the three months ended September 30, 2024 and 2023, the Company charged total amortization of right-of-use assets of $22,355 and $7,737 respectively.
The following is a schedule, by fiscal quarter, of maturities of lease liabilities as of September 30, 2024:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Current Liabilities |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other Current Liabilities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| OTHER CURRENT LIABILITIES | 11. OTHER CURRENT LIABILITIES
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| Convertible Promissory Notes [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| CONVERTIBLE PROMISSORY NOTES | 12. CONVERTIBLE PROMISSORY NOTES
On May 6, 2022, the Company entered into a securities purchase agreement with Streeterville Capital, LLC (“Streeterville”), a Utah limited liability company, pursuant to which the Company issued Streeterville a convertible promissory note in the original principal amount of $3,320,000, convertible into shares of Common Stock, $0.001 par value per share, of the Company, for $3,000,000 in gross proceeds. By written consent dated May 10, 2022, as permitted by Section 228 of the Delaware General Corporation Law and Section 8 of Article II of our bylaws, the stockholders who have the authority to vote a majority of the outstanding shares of Common Stock approved the following corporate actions: (i) the entry into a purchase agreement dated as of May 6, 2022 by and between the Company and Streeterville, pursuant to which the Company issued the note dated as of May 6, 2022 to Streeterville and (ii) the issuance of shares of Common Stock in excess of 19.99% of the currently issued and outstanding shares of Common Stock of the Company upon the conversion of the note. The Company settled a convertible promissory note of $375,000 on November 16, 2022, and issued 445,749 shares of the Company’s Common Stock on November 17, 2022. The Company settled convertible promissory notes of $200,000 on January 18, 2023, $200,000 on February 3, 2023, $175,000 on February 8, 2023, $250,000 on February 15, 2023, $250,000 on March 8, 2023, $125,000 on March 24, 2023,$150,000 on September 14, 2023, $200,000 on October 7, 2023 and $175,000 on November 8, 2023, respectively, and issued 4,719, 4,688, 4,102, 5,860, 5,591, 2,913, 3,496, 131,585 and 115,137 shares of the Company’s common stock on January 19, 2023, February 6, 2023, February 8, 2023, February 15, 2023, March 15, 2023, March 29, 2023, September 14, 2023, October 7, 2023 and November 8, 2023, respectively for the year ended December 31, 2023.
On March 13, 2023, the Company entered into a securities purchase agreement with Streeterville, pursuant to which the Company issued Streeterville a convertible promissory note in the original principal amount of $3,320,000, convertible into shares of Common Stock, $0.001 par value per share, of the Company, for $3,000,000 in gross proceeds. By written consent dated March 6, 2023, as permitted by Section 228 of the Delaware General Corporation Law and Section 8 of Article II of our bylaws, the stockholders who have the authority to vote a majority of the outstanding shares of Common Stock approved the following corporate actions: (i) the entry into a purchase agreement, with terms substantially the same as the agreement attached in the aforesaid purchase agreement, by and between the Company and Streeterville, pursuant to which the Company issued an unsecured convertible promissory to Streeterville; and (ii) the issuance of shares of Common Stock in excess of 19.99% of the currently issued and outstanding shares of Common Stock of the Company upon the conversion of the note. The Company settled convertible promissory notes of $300,000 on September 7, 2023, $200,000 on October 10, 2023, $175,000 on October 13, 2023, $150,000 on November 16, 2023, $150,000 on December 5, 2023, and $150,000 on December 29, 2023, respectively, and issued 41,829, 41,736, 36,920, 109,075, 109,075, and 137,644, shares of the Company’s common stock on September 12, 2023, October 11, 2023, October 13, 2023, November 20, 2023, December 7, 2023, and December 29, 2023, respectively, for the year ended December 31, 2023. The Company settled convertible promissory notes of $150,000 on February 1, 2024, $150,000 on February 15, 2024 and $150,000 on April 18, 2024, respectively, and issued 160,174, 152,620 and 159,547 shares of the Company’s common stock on February 1, 2024, February 10, 2024, and April 23, 2024, respectively, for the nine months ended September 30, 2024.
The above two unsettled convertible promissory notes, issued on May 6, 2022 and March 13, 2023, have a maturity date of 12 months with an interest rate of 10% per annum. The Company retains the right to prepay the note at any time prior to conversion with an amount in cash equal to 125% of the principal that the Company elects to prepay at any time six months after the issue date, subject to maximum monthly redemption amount of $375,000 and $375,000, respectively. On or before the close of business on the third trading day of redemption, the Company should deliver conversion shares via “DWAC” (DTC’s Deposit/Withdrawal at Custodian system). The Company will be required to pay the redemption amount in cash, or chooses to satisfy a redemption in registered stock or unregistered stock, such stock shall be issued at 80% of the average of the lowest “VWAP” (the volume-weighted average price of the Common Stock on the principal market for a particular Trading Day or set of Trading Days) during the fifteen trading days immediately preceding the redemption notice is delivered.
For the above two unsettled convertible promissory notes, upon evaluation, the Company determined that the Agreements contained embedded beneficial conversion features which met the definition of Debt with Conversion and Other Options covered under the Accounting Standards Codification topic 470 (“ASC 470”). According to ASC 470, an embedded beneficial conversion feature present in a convertible instrument shall be recognized separately at issuance by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. Pursuant to the agreements, the Company shall recognize embedded beneficial conversion features three months after commitment date of $913,000 and $913,000 respectively. Beneficial conversion features have been recognized into discount on convertible promissory notes and additional paid-in capital and such discount will be amortized in 12 months until the notes will be settled. For the year ended December 31, 2023, the Company recognized the amortization of beneficial conversion feature $218,750 and $820,448 to profit with respect to these two unsettled convertible promissory notes. For the nine months ended September 30, 2024, the Company has recognized the amortization of beneficial conversion feature of $ and $92,552 to profit for the above two unsettled convertible promissory notes. |
|||||||||||||||||||||||||||||||||||||||||||||
Equity |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| EQUITY | 13. EQUITY
Common stock issued in private placements
On January 9, 2023, the Company entered into a certain securities purchase agreement with Ms. Huiwen Hu, an affiliate of the Company, and certain other purchasers who are non-U.S. Persons (as defined in Regulation S under the Securities Act of 1933, as amended), pursuant to which the Company agreed to sell an aggregate of 700,000 shares of its common stock, at a purchase price of $60.5 per share (“January 2023 PIPE”). The gross proceeds to the Company from the January 2023 PIPE were $42.35 million. Since Ms. Huiwen Hu is an affiliate of the Company, the January 2023 PIPE has been approved by the Audit Committee as well as the Board of Directors of the Company.
On July 31, 2023, the Company entered into a certain securities purchase agreement with Mr. Wenhao Cui, an affiliate of the Company, and certain other purchasers who are non-U.S. Persons (as defined in Regulation S under the Securities Act of 1933, as amended), pursuant to which the Company agreed to sell an aggregate of 560,000 shares of its common stock, at a purchase price of $17.50 per share (“August 2023 PIPE”). The gross proceeds to the Company from the January 2023 PIPE were $9.8 million.
On November 16, 2023, the Company entered into a certain securities purchase agreement with certain purchasers who are non-U.S. Persons (as defined in Regulation S under the Securities Act of 1933, as amended), pursuant to which the Company agreed to sell an aggregate of 15,000,000 shares of its common stock, at a purchase price of $2.09 per share (“November 2023 PIPE”). The gross proceeds to the Company from the November 2023 PIPE were $31.35 million.
Solely for accounting purposes, the number of shares and the purchase price per share discussed above have been retroactively restated to reflect the reverse stock split. Please refer to “Note 13 - Reverse Stock Split of Common Stock” for further details.
On June 7, 2024, the Company entered into a certain securities purchase agreement with certain purchasers who are non-U.S. Persons (as defined in Regulation S under the Securities Act of 1933, as amended), pursuant to which the Company agreed to sell an aggregate of 30,000,000 shares of its common stock, at a purchase price of $1.23 per share (“June 2024 PIPE”). The gross proceeds to the Company from the June 2024 PIPE were $36.90 million.
Common stock issued pursuant to the conversion of convertible promissory notes
On March 13, 2023, the Company entered into a securities purchase agreement with Streeterville, pursuant to which the Company issued Streeterville a convertible promissory note in the original principal amount of $3,320,000, convertible into shares of Common Stock, $0.001 par value per share, of the Company, for $3,000,000 in gross proceeds. The Company settled convertible promissory notes issued on March 13, 2023 of $300,000 on September 7, 2023, $200,000 on October 10, 2023, $175,000 on October 13, 2023, $150,000 on November 16, 2023, $150,000 on December 5, 2023, and $150,000 on December 29, 2023, respectively, and issued 41,829, 41,736, 36,920, 109,075, 109,075, and 137,644, shares of the Company’s common stock on September 12, 2023, October 11, 2023, October 13, 2023, November 20, 2023, December 7, 2023, and December 29, 2023, respectively, for the year ended December 31, 2023. The Company settled convertible promissory notes of $150,000 on February 1, 2024, $150,000 on February 15, 2024 and $150,000 on April 18,2024 respectively, and issued 160,174, 152,620 and 159,547 shares of the Company’s common stock on February 1, 2024, February 10, 2024, and April 23, 2024 respectively, for the nine months ended September 30, 2024.
Solely for accounting purposes, the number of shares and the purchase price per share have been retroactively restated to reflect the reverse stock split. Please refer to “Note 13 - Reverse Stock Split of Common Stock” for further details.
Reverse stock split of common stock
On October 30, 2023, The Company completed a 1-for-50 reverse stock split, where every fifty (50) shares of the Company’s pre-split issued and outstanding common stock, par value $0.001 per share, were combined into one (1) share of the Company’s post-split common stock, without any change in par value per share.
The reverse stock split applied to the issued shares of the Company on the date of the reverse stock split and does not have any retroactive effect on the Company’s shares prior to that date. However, for accounting purposes only, references to our ordinary shares in this quarterly report are stated as having been retroactively adjusted and restated to give effect to the reverse stock split, as if the reverse stock split had occurred by the relevant earlier date.
Share Issuances to Service Providers
For the nine months ended September 30, 2023, the Company issued under its 2023 Stock Incentive Plan a total of 220,000 shares of common stock to certain service providers, and recorded $5,698,000 in stock-based compensation expenses.
There were no issuances of securities from the 2023 Stock Incentive Plan for the nine months ended September 30, 2024 and as such, no stock-based compensation expense was recognized for the period.
Common stocks issued for exercise of warrants by holders of warrants
Warrants
A summary of warrants activity for the nine months ended September 30, 2024 was as follows:
As of September 30, 2024, the Company had 77,093 shares of warrants, among which 1,093 shares of warrants were issued to two individuals in private placements, and 76,000 shares of warrants were issued in three private placements closed on September 22, 2021.
In connection with 76,000 shares of warrants, the Company issued warrants to investors to purchase a total of 76,000 ordinary shares with a warrant term of five (5) years. The warrants have an exercise price of $28.75 per share.
The Warrants ended on September 30, 2024 are subject to anti-dilution provisions to reflect stock dividends and splits or other similar transactions, but not as a result of future securities offerings at lower prices. The warrants did not meet the definition of liabilities or derivatives, and as such they are classified as equity. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Per Share |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| INCOME PER SHARE | 14. INCOME PER SHARE
Basic income per share is computed by dividing the net profit or loss by the weighted average number of common shares outstanding during the period. As of September 30, 2024, the principal amount and interest expense of convertible promissory notes are $2,443,358 and $1,724,946. Total obligations of $4,168,304 may be dilutive common shares in the future.
The number of warrants is excluded from the computation as the anti-dilutive effect.
The following table sets forth the computation of basic and diluted loss per common share for the nine months ended September 30, 2024 and 2023 respectively:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes |
9 Months Ended |
|---|---|
Sep. 30, 2024 | |
| Income Taxes [Abstract] | |
| INCOME TAXES | 15. INCOME TAXES
The Enterprise Income Tax Law of the People’s Republic of China (“PRC tax law”), which was effective on January 1, 2008, stipulates those domestic enterprises and foreign-invested enterprises are subject to a uniform tax rate of 25%. Under the PRC tax law, companies are required to make quarterly estimate payments based on 25% tax rate; companies that received preferential tax rates are also required to use a 25% tax rate for their installment tax payments. The overpayment, however, will not be refunded and can only be used to offset future tax liabilities.
The Company evaluates the level of authority for each uncertain tax position (including the potential application of interest and penalties) based on the technical merits and measures the unrecognized benefits associated with the tax positions. For the nine months ended September 30, 2024, the Company had no unrecognized tax benefits. Due to uncertainties surrounding future utilization, the Company estimates there will not be sufficient future income to realize the deferred tax assets for certain subsidiaries and a VIE. As of September 30, 2024 and December 31, 2023, the Company had deferred tax assets of $11,691,760 and $11,294,960, respectively. The Company maintains a full valuation allowance on its net deferred tax assets as of September 30, 2024 and December 31, 2023.
The Company does not anticipate any significant increase in its liability for unrecognized tax benefit within the next 12 months. The Company will classify interest and penalties related to income tax matters, if any, in income tax expense.
For the nine months ended September 30, 2024 and 2023, the Company had current income tax expenses of $3,744,060 and $3,444,639, respectively, and deferred income tax expense of $554,652 and benefit of $569,559 in the connection of intangible assets generated from acquisitions.
The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon settlement. Interest and penalties related to uncertain tax positions are recognized and recorded as necessary in the provision for income taxes. The Company is subject to income taxes in the PRC. According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitations is extended to five years under special circumstances, where the underpayment of taxes is more than RMB 100,000. In the case of transfer pricing issues, the statute of limitation is ten years. There is no statute of limitation in the case of tax evasion. There were no uncertain tax positions as of September 30, 2024 and December 31, 2023, and the Company does not believe that its unrecognized tax benefits will change over the next twelve months. |
Related Party Transactions and Balances |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Related Party Transactions and Balances [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RELATED PARTY TRANSACTIONS AND BALANCES | 16. RELATED PARTY TRANSACTIONS AND BALANCES
The amount due to related parties is non-trade in nature, unsecured, non-interest bearing and is not expected to be repaid in the next twelve months. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commitments and Contingencies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| COMMITMENTS AND CONTINGENCIES | 17. COMMITMENTS AND CONTINGENCIES
a non-cancellable operating leases
The following table sets forth our contractual obligations as of September 30, 2024:
None. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||
Risks and Uncertainties |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Risks and Uncertainties [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Risks and uncertainties | 18. Risks and uncertainties
(1) Credit risk
Assets that potentially subject the Company to a significant concentration of credit risk primarily consist of cash and cash equivalents and trade receivables with its customers. The maximum exposure of such assets to credit risk is their carrying amount as of the balance sheet dates. As of September 30, 2024, approximately $82,591 was primarily deposited in financial institutions located in Mainland China, which were uninsured by the government authority. To limit exposure to credit risk relating to deposits, the Company primarily place cash deposits with large financial institutions in China, which management believes are of high credit quality. The Company considers the credit standing of customers when making sales to manage the credit risk. Considering the nature of the business at current, the Company believes that the credit risk is not material to its operations.
The Company’s operations are carried out in Mainland China. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC as well as by the general state of the PRC’s economy. In addition, the Company’s business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, rates and methods of taxation, and the extraction of mining resources, among other factors.
(2) Liquidity risk
The Company is also exposed to liquidity risk which is the risk that it is unable to provide sufficient capital resources and liquidity to meet its commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. When necessary, the Company will turn to other financial institutions and the owners to obtain short-term funding to meet the liquidity shortage.
(3) Foreign currency risk
Substantially all of the Company’s operating activities and the Company’s major assets and liabilities are denominated in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the Peoples’ Bank of China (“PBOC”) or other authorized financial institutions at exchange rates quoted by PBOC. Approval of foreign currency payments by the PBOC or other regulatory institutions requires submitting a payment application form together with suppliers’ invoices and signed contracts.
The value of RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. Where there is a significant change in value of RMB, the gains and losses resulting from translation of financial statements of a foreign subsidiary will be significantly affected. Translation of amounts from RMB into US$ has been made at the following exchange rates for the respective periods:
(4) Economic and political risks
The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC economy.
(5) Risks related to industry
The Company sells precious products to customers through our industrial relationship. Sales contracts are entered into with each customer. The Company is the principal under the precious metal direct sales model as the Company controls the products with the ability to direct the use of, and obtain all the remaining benefits from the precious metal products substantially before they are sold to its customers. The Company has a single performance obligation to sell metal products to the buyers. The Company estimates the amount of variable consideration, including sales return using the expected value method and includes variable consideration in the transaction price to the extent that it is probable that a significant reversal will not occur. Revenue for precious metal trading under the direct sales model is recognized at a point in time when the single performance obligation is satisfied when the products are delivered to the customer. We are under the risk of the economic environment in general and specific to the precious metal industry and China as well as changes to the existing governmental regulations.
Commodity trading in China is subject to seasonal fluctuations, which may cause our revenues to fluctuate from quarter to quarter. We generally experience less user traffic and purchase orders during national holidays in China, particularly during the Chinese New Year holiday season in the first quarter of each year. Consequently, the first quarter of each calendar year generally contributes the smallest portion of our annual revenues. Furthermore, as we are substantially dependent on sales of precious metals, our quarterly revenues and results of operations are likely to be affected by price fluctuation under macroeconomic circumstances these years.
As our revenues have grown rapidly in recent years, these factors are difficult to discern based on our historical results, which, therefore, should not be relied on to predict our future performance. Our financial condition and results of operations for future periods may continue to fluctuate. As a result, the trading price of our stock may fluctuate from time to time due to seasonality. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Events |
9 Months Ended |
|---|---|
Sep. 30, 2024 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | 19. SUBSEQUENT EVENTS
The Company has reviewed its operations for potential disclosure or financial statement impacts related to events occurring after September 30, 2024, but prior to the release of the unaudited consolidated financial statements contained in this quarterly report on Form 10-Q were issued.
On October 4, 2024, the Company received a notification letter from the staff at the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Staff has determined to delist the Company’s common stock from Nasdaq pursuant to Nasdaq Listing Rule 5101 and IM-5101-1. On October 7, 2024, the Company filed a request for hearing to appeal the Staff’s determination.
On October 28, 2024, BMYA New Energy Technology Inc., a subsidiary of the Company, entered into a Supplementary Agreement to the Purchase and Sale Contract with Feng’s Auto Parts Inc., which clarifies certain commercial arrangements between the parties under that certain Contracts of Purchase and Sale entered into by and between the parties dated August 23, 2024.
The Company has determined that there are no other items to disclose or require adjustments. |
Pay vs Performance Disclosure - USD ($) |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
|
| Pay vs Performance Disclosure | ||||
| Net Income (Loss) | $ 3,539,462 | $ 1,062,214 | $ 8,878,549 | $ (2,540,738) |
Insider Trading Arrangements |
3 Months Ended |
|---|---|
Sep. 30, 2024 | |
| Trading Arrangements, by Individual | |
| Rule 10b5-1 Arrangement Adopted | false |
| Non-Rule 10b5-1 Arrangement Adopted | false |
| Rule 10b5-1 Arrangement Terminated | false |
| Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy (Policies) |
9 Months Ended |
|---|---|
Sep. 30, 2024 | |
| Summary of Significant Accounting Policies [Abstract] | |
| Basis of presentation | (a) Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. The unaudited interim condensed consolidated financial information as of September 30, 2024 and for the nine months ended September 30, 2024 and 2023 have been prepared, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures, which are normally included in annual condensed consolidated financial statements prepared in accordance with U.S. GAAP, have been omitted pursuant to those rules and regulations. The unaudited interim condensed consolidated financial information should be read in conjunction with the consolidated financial statements and the notes thereto, included in the Company’s Form 10-K for the fiscal year ended December 31, 2023 previously filed with the SEC on March 22, 2024. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the Company’s unaudited condensed consolidated financial position as of September 30, 2024 and its unaudited condensed consolidated results of operations for the nine months ended September 30, 2024 and 2023, and its unaudited condensed consolidated cash flows for the nine months ended September 30, 2024 and 2023, as applicable, have been made. The interim results of operations are not necessarily indicative of the operating results for the fiscal year or any future period.
|
| Use of estimates | (b) Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, management reviews these estimates using the currently available information. Changes in facts and circumstances may cause the Company to revise its estimates. Significant accounting estimates reflected in the financial statements include: (i) useful lives and residual value of long-lived assets; (ii) the impairment of long-lived assets and investments; (iii) the valuation allowance of deferred tax assets; (iv) estimates of allowance for doubtful accounts, including loans receivable from third parties and related parties; (v) valuation of Inventory; and (vi) contingencies and litigation. |
| Foreign currency translation | (c) Foreign currency translation The Company’s financial information is presented in U.S. dollars (“USD”). The functional currency of the Company is the Chinese Yuan Renminbi (“RMB”), the currency of PRC. Any transactions which are denominated in currencies other than RMB are translated into RMB at the exchange rate quoted by the People’s Bank of China prevailing at the dates of the transactions, and exchange gains and losses are included in the statements of operations as foreign currency transaction gain or loss. The consolidated financial statements of the Company have been translated into U.S. dollars in accordance with ASC 830, Foreign Currency Matters. The financial information is first prepared in RMB and then translated into U.S. dollars at period-end exchange rates for assets and liabilities and average exchange rates for revenue and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. The effects of foreign currency translation adjustments are included as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets. |
| Convertible promissory notes | (d) Convertible promissory notes Convertible promissory notes are recognized initially at fair value, net of upfront fees, debt discounts or premiums, debt issuance costs and other incidental fees. Upfront fees, debt discounts or premiums, debt issuance costs and other incidental fees are recorded as a reduction of the proceeds received and the related accretion is recorded as interest expense in the consolidated income statements over the estimated term of the facilities using the effective interest method. |
| Beneficial conversion feature | (e) Beneficial conversion feature The Company evaluates the conversion feature to determine whether it was beneficial as described in ASC 470-20. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible notes payable and may not be settled in cash upon conversion, is treated as a discount to the convertible notes payable. This discount is amortized over the period from the date of issuance to the date the notes are due using the effective interest method. If the notes payable are retired prior to the end of their contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the shares of common stock at the commitment date to be received upon conversion. |
| Recent accounting pronouncement | (f) Recent accounting pronouncement In November 2023, the FASB issued guidance to enhance disclosure of expenses of a public entity’s reportable segments. The new guidance requires a public entity to disclose: (1) on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss, (2) on an annual and interim basis, an amount for other segment items (the difference between segment revenue less the significant expenses disclosed under the significant expense principle and each reported measure of segment profit or loss), including a description of its composition, (3) on an annual and interim basis, information about a reportable segment’s profit or loss and assets previously required to be disclosed only on an annual basis, and (4) the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and how to allocate resources. The new guidance also clarifies that if the CODM uses more than one measure of a segment’s profit or loss, one or more of those measures may be reported and requires that a public entity that has a single reportable segment provide all the disclosures required by the amendments in this update and all existing segment disclosures. The guidance is effective for the current fiscal year 2024 annual reporting, and in the first quarter of 2025 for interim period reporting, with early adoption permitted. Upon adoption, this guidance should be applied retrospectively to all prior periods presented. We do not expect the adoption of this accounting standard to have an impact on our Consolidated Financial Statements. In December 2023, the FASB issued guidance to enhance transparency of income tax disclosures. On an annual basis, the new guidance requires a public entity to disclose: (1) specific categories in the rate reconciliation, (2) additional information for reconciling items that are equal to or greater than 5% of the amount computed by multiplying income (or loss) from continuing operations before income tax expense (or benefit) by the applicable statutory income tax rate, (3) income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes, with foreign taxes disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than 5% of total income taxes paid, (4) income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign, and (5) income tax expense (or benefit) from continuing operations disaggregated between federal (national), state and foreign. The guidance is effective for fiscal year 2025 annual reporting, with early adoption permitted, to be applied on a prospective basis, with retrospective application permitted. We do not expect the adoption of this accounting standard to have an impact on our Consolidated Financial Statements but will require certain additional disclosures. In July 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in ASU 2023-07 improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The adoption of this guidance did not have a material impact on its financial position, results of operations and cash flows. In December 2023, the FASB issued ASU 2023-08: Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60). For annual and interim reporting periods, the amendments in this Update require that an entity, including an entity that is subject to industry-specific guidance, disclose the following information: (1) The name, cost basis, fair value, and number of units for each significant crypto asset holding and the aggregate fair values and cost bases of the crypto asset holdings that are not individually significant, (2) For crypto assets that are subject to contractual sale restrictions, the fair value of those crypto assets, the nature and remaining duration of the restriction(s), and the circumstances that could cause the restriction(s) to lapse. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures. |
Organization and Business Description (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Organization and Business Description [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Loan Recommendation Services and Commodity Product Distribution Services | The Company primarily conducts business through
Shenzhen Baiyu Jucheng Data Technology Co., Ltd., Shenzhen Qianhai Baiyu Supply Chain Co., Ltd., Hainan Jianchi Import and Export Co.,
Ltd., and Shenzhen Tongdow Internet Technology Co., Ltd. to offer the commodity trading business and supply chain management services
to customers in the PRC. Supply chain management services consist of loan recommendation services and commodity product distribution services.
|
Loans Receivable from Third Parties (Tables) |
9 Months Ended | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2024 | ||||||||||||||||||||||||||||
| Loans Receivable from Third Parties [Abstract] | ||||||||||||||||||||||||||||
| Schedule of Loans Receivable from Third Parties |
|
|||||||||||||||||||||||||||
Inventories, Net (Tables) |
9 Months Ended | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2024 | ||||||||||||||||||||||||||||
| Inventories, Net [Abstract] | ||||||||||||||||||||||||||||
| Schedule of Inventories | The Company’s inventories consist of aluminum
ingots, etc., that were purchased from third parties for resale to third parties. Inventories consisted of the following:
|
|||||||||||||||||||||||||||
Other Current Assets (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other Current Assets [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Other Current Assets |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Plant and Equipment, Net (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Plant and Equipment, Net [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Plant and Equipment, Net |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Goodwill [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Carrying Amount of Goodwill by Segment | Changes in the carrying amount of goodwill by
segment for the nine months ended September 30, 2024, and years ended December 31, 2023 were as follows:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Intangible Assets (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Intangible Assets [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Intangible Assets |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Estimated Amortization Expense for these Intangible Assets | The estimated amortization expense for these intangible
assets in the next five years and thereafter is as follows:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Bank Borrowings (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| Bank Borrowings [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Bank Borrowings | Bank borrowings represent the amounts due to Baosheng
County Bank that are due within one year. As of September 30, 2024 and December 31, 2023, bank loans consisted of the following:
|
|||||||||||||||||||||||||||||||||||||||||||||
Leases (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Leases [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Supplemental Balance Sheet Information Related to Operating Lease | Supplemental consolidated balance sheet information
related to the operating lease was as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Weighted Average Remaining Lease Terms and Discount Rates for the Operating Lease | The weighted average remaining lease terms and
discount rates for the operating lease were as follows as of September 30, 2024:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Maturities of Lease Liabilities | The following is a schedule, by fiscal quarter,
of maturities of lease liabilities as of September 30, 2024:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Current Liabilities (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other Current Liabilities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Other Current Liabilities |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| Convertible Promissory Notes [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Convertible Promissory Notes |
|
|||||||||||||||||||||||||||||||||||||||||||||
Equity (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Warrants Activity | A summary of warrants activity for the nine months
ended September 30, 2024 was as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Per Share (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Basic and Diluted Loss Per Common Share | The following table sets forth the computation
of basic and diluted loss per common share for the nine months ended September 30, 2024 and 2023 respectively:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions and Balances (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Related Party Transactions and Balances [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Relationship with Related Parties | Nature of relationships with related parties
|
||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Due to Related Parties | Due to related party
|
||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commitments and Contingencies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Contractual Obligations | The following table sets forth our contractual
obligations as of September 30, 2024:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||
Risks and Uncertainties (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Risks and Uncertainties [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Translation of Amounts | Translation of amounts from RMB into US$ has been
made at the following exchange rates for the respective periods:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Organization and Business Description (Details) - Schedule of Loan Recommendation Services and Commodity Product Distribution Services |
9 Months Ended |
|---|---|
Sep. 30, 2024 | |
| HC High Summit Holding Limited (“HC High BVI”) [Member] | |
| Schedule of Loan Recommendation Services and Commodity Product Distribution Services [Line Items] | |
| Background | A BVI company Incorporated on March 22, 2018 A holding company |
| Ownership | 100% owned by the Company |
| TD Internet of Things Technology Company Limited (“TD Internet Technology”) (Formerly Named: Tongdow Block Chain Information Technology Company Limited) [Member] | |
| Schedule of Loan Recommendation Services and Commodity Product Distribution Services [Line Items] | |
| Background | A Hong Kong company Incorporated on February 14, 2020 A holding company |
| Ownership | 100% owned by HC High BVI |
| Hainan Baiyu Cross-border E-commerce Co., Ltd. (“Hainan Baiyu”) [Member] | |
| Schedule of Loan Recommendation Services and Commodity Product Distribution Services [Line Items] | |
| Background | A Hong Kong company Incorporated on June 19, 2002 A holding company |
| Ownership | WFOE, 100% owned by Tongdow HK |
| Zhong Hui Dao Ming Investment Management Limited (“ZHDM HK”) [Member] | |
| Schedule of Loan Recommendation Services and Commodity Product Distribution Services [Line Items] | |
| Background | A Hong Kong company Incorporated on June 19, 2002 A holding company |
| Ownership | 100% owned by HC High BVI |
| Hong Kong Tongyuan Energy Storage Smart Electric Co., Ltd (“Tongdow HK”) (Formerly Named: Tongdow E-trade Limited) [Member] | |
| Schedule of Loan Recommendation Services and Commodity Product Distribution Services [Line Items] | |
| Background | A Hong Kong company Incorporated on November 25, 2010 A holding company |
| Ownership | 100% owned by HC High BVI |
| Shanghai Jianchi Supply Chain Co., Ltd. (“Shanghai Jianchi”) [Member] | |
| Schedule of Loan Recommendation Services and Commodity Product Distribution Services [Line Items] | |
| Background | A PRC company and deemed a wholly foreign owned enterprise (“WFOE”) Incorporated on April 2, 2020 Registered capital of $10 million A holding company |
| Ownership | WFOE, 100% owned by TD Internet Technology |
| Tongdow (Hainan) Data Technology Co., Ltd. (“Tondow Hainan”) [Member] | |
| Schedule of Loan Recommendation Services and Commodity Product Distribution Services [Line Items] | |
| Background | A PRC limited liability company Incorporated on July 16, 2020 Registered capital of $1,417,736 (RMB10 million) |
| Ownership | A wholly owned subsidiary of Shanghai Jianchi |
| Hainan Jianchi Import and Export Co., Ltd. (“Hainan Jianchi”) [Member] | |
| Schedule of Loan Recommendation Services and Commodity Product Distribution Services [Line Items] | |
| Background | A PRC limited liability company Incorporated on December 21, 2020 Registered capital of $7,632,772 (RMB50 million) with registered capital of $0 (RMB0) paid-up |
| Ownership | A wholly owned subsidiary of Shanghai Jianchi |
| Shenzhen Baiyu Jucheng Data Techonology Co., Ltd. (“Shenzhen Baiyu Jucheng”) [Member] | |
| Schedule of Loan Recommendation Services and Commodity Product Distribution Services [Line Items] | |
| Background | A PRC limited liability company Incorporated on December 30, 2013 Registered capital of $1,417,736 (RMB10 million) with registered capital fully paid-up |
| Ownership | VIE of Hao Limo Technology (Beijing) Co., Ltd. before June 25, 2020, and a wholly owned subsidiary of Shanghai Jianchi |
| Shenzhen Qianhai Baiyu Supply Chain Co., Ltd. (“Qianhai Baiyu”) [Member] | |
| Schedule of Loan Recommendation Services and Commodity Product Distribution Services [Line Items] | |
| Background | A PRC limited liability company Incorporated on August 17, 2016 Registered capital of $4,523,857 (RMB30 million) with registered capital of $736,506 (RMB5 million) paid-up |
| Ownership | A wholly owned subsidiary of Shenzhen Baiyu Jucheng |
| Shenzhen Tongdow Internet Technology Co., Ltd. (“Shenzhen Tongdow”) [Member] | |
| Schedule of Loan Recommendation Services and Commodity Product Distribution Services [Line Items] | |
| Background | A PRC limited liability company Incorporated on November 11, 2014 Registered capital of $1,628,320 (RMB10 million) with registered capital of $1,628,320 (RMB10 million) paid-up |
| Ownership | VIE of Shenzhen Baiyu Jucheng |
| Yangzhou Baiyu Venture Capital Co. Ltd. (“Yangzhou Baiyu Venture”) [Member] | |
| Schedule of Loan Recommendation Services and Commodity Product Distribution Services [Line Items] | |
| Background | A PRC limited liability company Incorporated on April 19, 2021 Registered capital of $30 million with registered capital of $7 million paid-up |
| Ownership | WFOE, 100% owned by Tongdow HK |
| Yangzhou Baiyu Cross-broder E-commerce Co., Ltd. (“Yangzhou Baiyu E-commerce”) [Member] | |
| Schedule of Loan Recommendation Services and Commodity Product Distribution Services [Line Items] | |
| Background | A PRC limited liability company Incorporated on May 14, 2021 Registered capital of $30 million (RMB200 million) with registered capital of $7 million (RMB48 million) paid-up |
| Ownership | 100% owned by Yangzhou Baiyu Venture |
| Zhejiang Baiyu Lightweight New Material Co., Ltd. (“Zhejiang Baiyu”) [Member] | |
| Schedule of Loan Recommendation Services and Commodity Product Distribution Services [Line Items] | |
| Background | A PRC limited liability company Incorporated on August 5, 2022 Registered capital of $1,483,569 (RMB10 million) |
| Ownership | 100% owned by Yangzhou Baiyu E-commerce |
| Baiyu International Supply Chain PTE. LTD [Member] | |
| Schedule of Loan Recommendation Services and Commodity Product Distribution Services [Line Items] | |
| Background | A Singapore company Incorporated on June 28, 2023 |
| Ownership | 100% owned by HC High BVI |
| Beijing Baiyu Jucheng Technology Co., LTD [Member] | |
| Schedule of Loan Recommendation Services and Commodity Product Distribution Services [Line Items] | |
| Background | A PRC limited liability company Incorporated on January 19, 2024 Registered capital of $140,515 (RMB1 million) |
| Ownership | 100% owned by Qianhai Baiyu |
| Electra New Energy Vehicle Inc [Member] | |
| Schedule of Loan Recommendation Services and Commodity Product Distribution Services [Line Items] | |
| Background | A Delaware, USA corporation company incorporated on April 10, 2024 |
| Ownership | 100% owned by HC High BVI |
Summary of Significant Accounting Policies (Details) |
1 Months Ended |
|---|---|
Dec. 31, 2023 | |
| Summary of Significant Accounting Policies [Abstract] | |
| Tax benefit rate | 5.00% |
| Income tax percentage | 5.00% |
Loans Receivable from Third Parties (Details) - USD ($) |
9 Months Ended | ||
|---|---|---|---|
Sep. 30, 2024 |
Sep. 30, 2023 |
Dec. 31, 2023 |
|
| Loans Receivable from Third Parties [Line Items] | |||
| Collected from customer | $ 51,521,185 | ||
| Interest rate | 10.95% | ||
| Interest income | $ 20,113,673 | $ 14,481,640 | |
| Interest receivable | 8,194,485 | $ 5,931,541 | |
| Loans Receivable [Member] | |||
| Loans Receivable from Third Parties [Line Items] | |||
| Loans made to third parties | $ 109,311,498 | ||
Loans Receivable from Third Parties (Details) - Schedule of Loans Receivable from Third Parties - USD ($) |
Sep. 30, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Schedule of Loans Receivable from Third Parties [Abstract] | ||
| Loans receivable from third parties | $ 301,335,694 | $ 240,430,865 |
Inventories, Net (Details) - Schedule of Inventories - USD ($) |
Sep. 30, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Schedule of Inventories [Abstract] | ||
| Aluminum ingots | $ 278,129 | $ 259,806 |
| Inventories, net | $ 278,129 | $ 259,806 |
Other Current Assets (Details) - Schedule of Other Current Assets - USD ($) |
Sep. 30, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Other current assets: | ||
| Deposit | $ 40,608 | $ 35,888 |
| Interest receivables | 8,194,485 | 5,931,541 |
| Prepayments | 4,728,998 | 4,089,210 |
| Others | 107,682 | 78,190 |
| Total | $ 13,071,773 | $ 10,134,829 |
Plant and Equipment, Net (Details) - USD ($) |
9 Months Ended | |
|---|---|---|
Sep. 30, 2024 |
Sep. 30, 2023 |
|
| Plant and Equipment, Net [Abstract] | ||
| Depreciation expense | $ 9,488 | $ 6,289 |
| Currency translation difference | $ 248 | $ 231 |
Plant and Equipment, Net (Details) - Schedule of Plant and Equipment, Net - USD ($) |
Sep. 30, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Schedule of Plant and Equipment, Net [Abstract] | ||
| Office equipment | $ 44,399 | $ 43,999 |
| Office equipment | (21,149) | (11,909) |
| Plant and equipment, net | $ 23,250 | $ 32,090 |
Goodwill (Details) - Schedule of Carrying Amount of Goodwill by Segment - USD ($) |
9 Months Ended | 12 Months Ended |
|---|---|---|
Sep. 30, 2024 |
Dec. 31, 2023 |
|
| Schedule of Carrying Amount of Goodwill by Segment [Line Items] | ||
| Balance at beginning | $ 157,542,081 | $ 160,213,550 |
| Foreign currency translation adjustments | 1,461,466 | (2,671,469) |
| Balance at ending | 159,003,547 | 157,542,081 |
| Acquisition of Qianhai Baiyu [Member] | ||
| Schedule of Carrying Amount of Goodwill by Segment [Line Items] | ||
| Balance at beginning | 63,938,191 | 65,022,402 |
| Foreign currency translation adjustments | 593,134 | (1,084,211) |
| Balance at ending | 64,531,325 | 63,938,191 |
| Contractual arrangement with Tongdow Internet Technology [Member] | ||
| Schedule of Carrying Amount of Goodwill by Segment [Line Items] | ||
| Balance at beginning | 93,603,890 | 95,191,148 |
| Foreign currency translation adjustments | 868,332 | (1,587,258) |
| Balance at ending | $ 94,472,222 | $ 93,603,890 |
Intangible Assets (Details) - USD ($) |
9 Months Ended | |
|---|---|---|
Sep. 30, 2024 |
Sep. 30, 2023 |
|
| Intangible Assets [Line Items] | ||
| Estimated useful life term | 5 years | |
| Amortization expense | $ 6,634,441 | $ 6,002,628 |
| Currency translation amounts | $ 446,027 | $ 514,654 |
| Customer Relationships [Member] | ||
| Intangible Assets [Line Items] | ||
| Estimated useful life term | 6 years 2 months 12 days | |
| Software Copyright [Member] | ||
| Intangible Assets [Line Items] | ||
| Estimated useful life term | 6 years 9 months 29 days | |
| Other Software Copyright [Member] | ||
| Intangible Assets [Line Items] | ||
| Estimated useful life term | 10 years | |
Intangible Assets (Details) - Schedule of Intangible Assets - USD ($) |
Sep. 30, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Finite-Lived Intangible Assets [Line Items] | ||
| Gross carrying amount | $ 66,179,321 | $ 65,571,039 |
| Less: accumulative amortization | (26,473,836) | (20,285,422) |
| Intangible assets, net | 39,705,485 | 45,285,617 |
| Customer relationships [Member] | ||
| Finite-Lived Intangible Assets [Line Items] | ||
| Gross carrying amount | 18,727,200 | 18,555,071 |
| Software copyright [Member] | ||
| Finite-Lived Intangible Assets [Line Items] | ||
| Gross carrying amount | $ 47,452,121 | $ 47,015,968 |
Intangible Assets (Details) - Schedule of Estimated Amortization Expense for these Intangible Assets |
Sep. 30, 2024
USD ($)
|
|---|---|
| Schedule of Estimated Amortization Expense for these Intangible Assets [Abstract] | |
| current year | $ 6,000,233 |
| 2025 | 8,000,310 |
| 2026 | 6,481,888 |
| 2027 | 4,616,921 |
| 2028 | 4,274,966 |
| Thereafter | 10,331,167 |
| Total: | $ 39,705,485 |
Bank Borrowings (Details) ¥ in Thousands |
Sep. 30, 2024
USD ($)
|
Dec. 31, 2023
USD ($)
|
Aug. 31, 2023
CNY (¥)
|
Aug. 31, 2022
CNY (¥)
|
|---|---|---|---|---|
| Bank Borrowings [Line Items] | ||||
| Total borrowings | $ | $ 997,492 | $ 1,057,648 | ||
| Baosheng County Bank [Member] | ||||
| Bank Borrowings [Line Items] | ||||
| Total borrowings | ¥ | ¥ 7,000 | |||
| Interest rate | 7.80% | |||
| Bank of Communications [Member] | ||||
| Bank Borrowings [Line Items] | ||||
| Total borrowings | $ 69,324 | ¥ 490 | ||
| Interest rate | 4.15% |
Bank Borrowings (Details) - Schedule of Bank Borrowings ¥ in Thousands |
Sep. 30, 2024
USD ($)
|
Dec. 31, 2023
USD ($)
|
Aug. 31, 2023
CNY (¥)
|
|---|---|---|---|
| Short-term bank loans: | |||
| Loan | $ 997,492 | $ 1,057,648 | |
| Baosheng County Bank [Member] | |||
| Short-term bank loans: | |||
| Loan | 997,492 | 988,324 | |
| Bank of Communications [Member] | |||
| Short-term bank loans: | |||
| Loan | $ 69,324 | ¥ 490 |
Leases (Details) - USD ($) |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
|
| Leases [Line Items] | ||||
| Lease term | 24 months | 24 months | ||
| Amortization of right of use assets | $ 22,355 | $ 7,737 | $ 68,075 | $ 88,416 |
Leases (Details) - Schedule of Supplemental Balance Sheet Information Related to Operating Lease - USD ($) |
Sep. 30, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Schedule of Supplemental Balance Sheet Information Related to Operating Lease [Abstract] | ||
| Right-of-use assets, net | $ 15,300 | $ 83,375 |
| Lease Liabilities-current | 16,186 | 86,691 |
| Total | $ 16,186 | $ 86,691 |
Leases (Details) - Schedule of Weighted Average Remaining Lease Terms and Discount Rates for the Operating Lease |
Sep. 30, 2024 |
|---|---|
| Schedule of Weighted Average Remaining Lease Terms and Discount Rates for the Operating Lease [Abstract] | |
| Weighted average remaining lease term (years) | |
| Weighted average discount rate | 4.75% |
Leases (Details) - Schedule of Maturities of Lease Liabilities - USD ($) |
Sep. 30, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Schedule of Maturities of Lease Liabilities [Abstract] | ||
| current year | $ 18,139 | |
| Total lease payments | 18,139 | |
| Less: imputed interest | 1,953 | |
| Present value of lease liabilities | $ 16,186 | $ 86,691 |
Other Current Liabilities (Details) - Schedule of Other Current Liabilities - USD ($) |
Sep. 30, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Schedule of Other Current Liabilities [Abstract] | ||
| Accrued payroll and benefit | $ 1,828,464 | $ 3,210,615 |
| Other tax payable | 5,457,777 | 3,352,643 |
| Accrued expenses | 550,911 | 14,949 |
| Others | 145 | 142 |
| Total | $ 7,837,297 | $ 6,578,349 |
Convertible Promissory Notes (Details) - USD ($) |
9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Apr. 23, 2024 |
Feb. 10, 2024 |
Feb. 01, 2024 |
Dec. 29, 2023 |
Dec. 07, 2023 |
Nov. 20, 2023 |
Nov. 08, 2023 |
Oct. 13, 2023 |
Oct. 11, 2023 |
Oct. 07, 2023 |
Sep. 14, 2023 |
Sep. 12, 2023 |
Mar. 29, 2023 |
Mar. 15, 2023 |
Mar. 13, 2023 |
Feb. 15, 2023 |
Feb. 08, 2023 |
Feb. 06, 2023 |
Jan. 19, 2023 |
Nov. 17, 2022 |
May 06, 2022 |
Sep. 30, 2024 |
Sep. 30, 2023 |
Dec. 31, 2023 |
Apr. 18, 2024 |
Feb. 15, 2024 |
Dec. 05, 2023 |
Nov. 16, 2023 |
Oct. 16, 2023 |
Oct. 10, 2023 |
Sep. 07, 2023 |
Mar. 24, 2023 |
Mar. 08, 2023 |
Feb. 03, 2023 |
Jan. 18, 2023 |
Nov. 16, 2022 |
|||||
| Convertible Promissory Notes [Line Items] | ||||||||||||||||||||||||||||||||||||||||
| Common Stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | [1] | $ 0.001 | [1] | |||||||||||||||||||||||||||||||||||
| Gross proceeds | $ 3,000,000 | $ 3,000,000 | $ 13,025,243 | |||||||||||||||||||||||||||||||||||||
| Common stock excess percentage issued | 19.99% | |||||||||||||||||||||||||||||||||||||||
| Common stock excess percentage outstanding | 19.99% | |||||||||||||||||||||||||||||||||||||||
| Convertible promissory note | $ 150,000 | $ 150,000 | $ 175,000 | $ 175,000 | $ 200,000 | $ 150,000 | $ 250,000 | $ 175,000 | $ 150,000 | $ 150,000 | $ 150,000 | $ 150,000 | $ 150,000 | $ 200,000 | $ 125,000 | $ 250,000 | $ 200,000 | $ 200,000 | $ 375,000 | |||||||||||||||||||||
| Shares issued upon conversion (in Shares) | 115,137 | 131,585 | 3,496 | 2,913 | 5,591 | 5,860 | 4,102 | 4,688 | 4,719 | 445,749 | ||||||||||||||||||||||||||||||
| Original principal amount | $ 3,320,000 | |||||||||||||||||||||||||||||||||||||||
| Issuance of common stock issued percentage | 19.99% | |||||||||||||||||||||||||||||||||||||||
| Issuance of common stock outstanding percentage | 19.99% | |||||||||||||||||||||||||||||||||||||||
| Amortization of beneficial conversion feature | $ 92,552 | $ 713,292 | ||||||||||||||||||||||||||||||||||||||
| Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||
| Convertible Promissory Notes [Line Items] | ||||||||||||||||||||||||||||||||||||||||
| Principal amount | $ 3,320,000 | |||||||||||||||||||||||||||||||||||||||
| Common Stock, par value (in Dollars per share) | $ 0.001 | |||||||||||||||||||||||||||||||||||||||
| Atlas Sciences, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||
| Convertible Promissory Notes [Line Items] | ||||||||||||||||||||||||||||||||||||||||
| Convertible promissory note | $ 300,000 | |||||||||||||||||||||||||||||||||||||||
| Shares issued upon conversion (in Shares) | 137,644 | 109,075 | 109,075 | 36,920 | 41,736 | 41,829 | ||||||||||||||||||||||||||||||||||
| Convertible Promissory Notes [Member] | ||||||||||||||||||||||||||||||||||||||||
| Convertible Promissory Notes [Line Items] | ||||||||||||||||||||||||||||||||||||||||
| Convertible promissory note | $ 300,000 | |||||||||||||||||||||||||||||||||||||||
| Shares issued upon conversion (in Shares) | 159,547 | 152,620 | 160,174 | |||||||||||||||||||||||||||||||||||||
| Unsettled Convertible Promissory Notes One [Member] | ||||||||||||||||||||||||||||||||||||||||
| Convertible Promissory Notes [Line Items] | ||||||||||||||||||||||||||||||||||||||||
| Interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||
| Principal percentage | 125.00% | |||||||||||||||||||||||||||||||||||||||
| Redemption amount | $ 375,000 | |||||||||||||||||||||||||||||||||||||||
| Percentage of stock issued | 80.00% | |||||||||||||||||||||||||||||||||||||||
| Beneficial conversion feature amount | $ 913,000 | |||||||||||||||||||||||||||||||||||||||
| Amortization of beneficial conversion feature | $ 218,750 | |||||||||||||||||||||||||||||||||||||||
| Unsettled Convertible Promissory Notes Two [Member] | ||||||||||||||||||||||||||||||||||||||||
| Convertible Promissory Notes [Line Items] | ||||||||||||||||||||||||||||||||||||||||
| Interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||
| Redemption amount | $ 375,000 | |||||||||||||||||||||||||||||||||||||||
| Percentage of stock issued | 80.00% | |||||||||||||||||||||||||||||||||||||||
| Beneficial conversion feature amount | $ 913,000 | |||||||||||||||||||||||||||||||||||||||
| Amortization of beneficial conversion feature | $ 92,552 | $ 820,448 | ||||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes (Details) - Schedule of Convertible Promissory Notes - Convertible Promissory Notes [Member] - USD ($) |
Sep. 30, 2024 |
Dec. 31, 2023 |
Mar. 13, 2023 |
|---|---|---|---|
| Schedule of Convertible Promissory Notes [Line Items] | |||
| Convertible promissory notes – principal | $ 2,443,358 | $ 3,043,358 | $ 3,320,000 |
| Convertible promissory notes – discount | (159,219) | ||
| Convertible promissory notes – interest | 1,724,946 | 1,400,483 | |
| Convertible promissory notes, net | $ 4,168,304 | $ 4,284,622 |
Equity (Details) - USD ($) |
1 Months Ended | 9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 07, 2024 |
Apr. 23, 2024 |
Feb. 10, 2024 |
Feb. 01, 2024 |
Dec. 29, 2023 |
Dec. 07, 2023 |
Nov. 20, 2023 |
Nov. 16, 2023 |
Nov. 08, 2023 |
Oct. 30, 2023 |
Oct. 13, 2023 |
Oct. 11, 2023 |
Oct. 07, 2023 |
Sep. 14, 2023 |
Sep. 12, 2023 |
Jul. 31, 2023 |
Mar. 29, 2023 |
Mar. 15, 2023 |
Mar. 13, 2023 |
Feb. 15, 2023 |
Feb. 08, 2023 |
Feb. 06, 2023 |
Jan. 19, 2023 |
Jan. 09, 2023 |
Nov. 17, 2022 |
May 06, 2022 |
Sep. 22, 2021 |
Sep. 30, 2024 |
Sep. 30, 2023 |
Apr. 18, 2024 |
Feb. 15, 2024 |
Dec. 31, 2023 |
Dec. 05, 2023 |
Oct. 16, 2023 |
Oct. 10, 2023 |
Sep. 07, 2023 |
Mar. 24, 2023 |
Mar. 08, 2023 |
Feb. 03, 2023 |
Jan. 18, 2023 |
Nov. 16, 2022 |
|||||
| Equity [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock (in Dollars) | $ 559,073 | ||||||||||||||||||||||||||||||||||||||||||||
| Gross proceeds (in Dollars) | $ 3,000,000 | $ 3,000,000 | $ 13,025,243 | ||||||||||||||||||||||||||||||||||||||||||
| Amount settled for convertible promissory note (in Dollars) | $ 150,000 | $ 150,000 | $ 150,000 | $ 175,000 | $ 175,000 | $ 200,000 | $ 150,000 | $ 250,000 | $ 175,000 | $ 150,000 | $ 150,000 | $ 150,000 | $ 150,000 | $ 200,000 | $ 125,000 | $ 250,000 | $ 200,000 | $ 200,000 | $ 375,000 | ||||||||||||||||||||||||||
| Shares issue upon conversion | 115,137 | 131,585 | 3,496 | 2,913 | 5,591 | 5,860 | 4,102 | 4,688 | 4,719 | 445,749 | |||||||||||||||||||||||||||||||||||
| Reverse stock split | 1-for-50 reverse stock split | ||||||||||||||||||||||||||||||||||||||||||||
| Reverse stock split (in Dollars per share) | $ 0.001 | $ 0.001 | [1] | $ 0.001 | [1] | ||||||||||||||||||||||||||||||||||||||||
| Issued warrants | 76,000 | ||||||||||||||||||||||||||||||||||||||||||||
| Warrant term | 5 years | ||||||||||||||||||||||||||||||||||||||||||||
| Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||||||
| Equity [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
| Warrants shares | 77,093 | ||||||||||||||||||||||||||||||||||||||||||||
| Exercise price (in Dollars per share) | $ 28.75 | ||||||||||||||||||||||||||||||||||||||||||||
| Convertible Promissory Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||||
| Equity [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
| Principal amount (in Dollars) | $ 3,320,000 | $ 2,443,358 | $ 3,043,358 | ||||||||||||||||||||||||||||||||||||||||||
| Amount settled for convertible promissory note (in Dollars) | $ 300,000 | ||||||||||||||||||||||||||||||||||||||||||||
| Shares issue upon conversion | 159,547 | 152,620 | 160,174 | ||||||||||||||||||||||||||||||||||||||||||
| Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||
| Equity [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
| Shares issue upon conversion | 159,547 | 152,620 | 160,174 | 137,644 | 109,075 | 109,075 | |||||||||||||||||||||||||||||||||||||||
| January 2023 PIPE [Member] | |||||||||||||||||||||||||||||||||||||||||||||
| Equity [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
| Agreed to sell shares | 700,000 | ||||||||||||||||||||||||||||||||||||||||||||
| Purchase price per share (in Dollars per share) | $ 60.5 | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock (in Dollars) | $ 42,350,000 | ||||||||||||||||||||||||||||||||||||||||||||
| August 2023 PIPE [Member] | |||||||||||||||||||||||||||||||||||||||||||||
| Equity [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
| Agreed to sell shares | 560,000 | ||||||||||||||||||||||||||||||||||||||||||||
| Purchase price per share (in Dollars per share) | $ 17.5 | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock (in Dollars) | $ 9,800,000 | ||||||||||||||||||||||||||||||||||||||||||||
| November 2023 PIPE [Member] | |||||||||||||||||||||||||||||||||||||||||||||
| Equity [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
| Agreed to sell shares | 15,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
| Purchase price per share (in Dollars per share) | $ 2.09 | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock (in Dollars) | $ 31,350,000 | ||||||||||||||||||||||||||||||||||||||||||||
| June 2024 PIPE [Member] | |||||||||||||||||||||||||||||||||||||||||||||
| Equity [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
| Agreed to sell shares | 30,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
| Purchase price per share (in Dollars per share) | $ 1.23 | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock (in Dollars) | $ 36,900,000 | ||||||||||||||||||||||||||||||||||||||||||||
| First Purchase Notice [Member] | |||||||||||||||||||||||||||||||||||||||||||||
| Equity [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
| Common stock shares purchase | 0.001 | ||||||||||||||||||||||||||||||||||||||||||||
| Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||
| Equity [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
| Shares issue upon conversion | 36,920 | 41,736 | 41,829 | ||||||||||||||||||||||||||||||||||||||||||
| Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||
| Equity [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
| Reverse stock split (in Dollars per share) | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||||
| Received proceeds (in Dollars) | $ 5,698,000 | ||||||||||||||||||||||||||||||||||||||||||||
| Issued warrants | 76,000 | ||||||||||||||||||||||||||||||||||||||||||||
| 2023 Stock Incentive Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||||
| Equity [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
| Received proceeds (in Dollars) | $ 220,000 | ||||||||||||||||||||||||||||||||||||||||||||
| Private Placement [Member] | |||||||||||||||||||||||||||||||||||||||||||||
| Equity [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
| Warrants shares | 76,000 | 1,093 | |||||||||||||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||||||||||||
Equity (Details) - Schedule of Warrants Activity - Warrant [Member] - USD ($) |
9 Months Ended | |
|---|---|---|
Dec. 31, 2023 |
Sep. 30, 2024 |
|
| Schedule of Warrants Activity [Line Items] | ||
| Number of shares, Granted | ||
| Weighted average exercise price, Granted | ||
| Intrinsic Value, Granted | ||
| Number of shares, Exercised | ||
| Weighted average exercise price, Exercised | ||
| Intrinsic Value, Exercised | ||
| Number of shares balance of warrants outstanding | 77,093 | 77,093 |
| Weighted average life granted | 3 years 8 months 12 days | 3 years 8 months 12 days |
| Weighted average exercise exercised price Balance of warrants outstanding | $ 7.15 | $ 7.15 |
| Intrinsic Value balance of warrants outstanding |
Income Per Share (Details) |
9 Months Ended |
|---|---|
|
Sep. 30, 2024
USD ($)
| |
| Income Per Share [Line Items] | |
| Principal amount | $ 2,443,358 |
| Total obligations | 4,168,304 |
| Convertible Promissory Notes [Member] | |
| Income Per Share [Line Items] | |
| Interest expense of convertible promissory notes | $ 1,724,946 |
Income Per Share (Details) - Schedule of Basic and Diluted Loss Per Common Share - USD ($) |
3 Months Ended | 9 Months Ended | ||||
|---|---|---|---|---|---|---|
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
|||
| Schedule of Basic and Diluted Loss Per Common Share [Abstract] | ||||||
| Net income (loss) | $ 3,173,257 | $ 679,658 | $ 7,752,844 | $ (3,707,295) | ||
| Weighted Average Shares Outstanding-Basic | [1] | 38,782,001 | 3,016,281 | 16,671,646 | 3,074,862 | |
| Weighted Average Shares Outstanding-Diluted | [1] | 44,146,337 | 3,948,068 | 22,035,982 | 4,006,649 | |
| Net income (loss) per share - basic and diluted | ||||||
| Net income (loss) per share – basic | [1] | $ 0.08 | $ 0.23 | $ 0.47 | $ (1.21) | |
| Net income (loss) per share – diluted | [1] | $ 0.07 | $ 0.17 | $ 0.35 | $ (0.93) | |
| ||||||
Income Taxes (Details) |
9 Months Ended | |||
|---|---|---|---|---|
|
Sep. 30, 2024
USD ($)
|
Sep. 30, 2024
CNY (¥)
|
Sep. 30, 2023
USD ($)
|
Dec. 31, 2023
USD ($)
|
|
| Income Taxes [Abstract] | ||||
| Uniform tax rate | 25.00% | 25.00% | ||
| Estimate payments tax rate, percentage | 25.00% | 25.00% | ||
| Tax payments, percentage | 25.00% | 25.00% | ||
| Deferred tax assets | $ 11,691,760 | $ 11,294,960 | ||
| Current income tax expenses | 3,744,060 | $ 3,444,639 | ||
| Deferred income tax benefit | $ 554,652 | $ 569,559 | ||
| Tax benefit percentage | 50.00% | 50.00% | ||
| Underpayment of taxes (in Yuan Renminbi) | ¥ | ¥ 100,000 | |||
Related Party Transactions and Balances (Details) - Schedule of Relationship with Related Parties |
9 Months Ended |
|---|---|
Sep. 30, 2024 | |
| Guangzhou Chengji Investment Development Co., Ltd. (“Guangzhou Chengji”) [Member] | |
| Schedule of Relationship with Related Parties [Line Items] | |
| Relationship with the Company | Controlled by Mr. Weicheng Pan, who is a former independent director of the Company. |
| Yunfeihu International E-commerce Group Co., Ltd (“Yunfeihu”) [Member] | |
| Schedule of Relationship with Related Parties [Line Items] | |
| Relationship with the Company | An affiliate of the Company, over which an immediate family member of Chief Executive Officer owns equity interest and plays the role of director and senior management |
| Shenzhen Tongdow International Trade Co., Ltd. (“TD International Trade”) [Member] | |
| Schedule of Relationship with Related Parties [Line Items] | |
| Relationship with the Company | Controlled by an immediate family member of Chief Executive Officer of the Company |
| Beijing Tongdow E-commerce Co., Ltd. (“Beijing TD”) [Member] | |
| Schedule of Relationship with Related Parties [Line Items] | |
| Relationship with the Company | Wholly owned by TD E-commerce, which is controlled by an immediate family member of Chief Executive Officer of the Company |
| Shanghai Tongdow Supply Chain Management Co., Ltd. (“Shanghai TD”) [Member] | |
| Schedule of Relationship with Related Parties [Line Items] | |
| Relationship with the Company | Controlled by an immediate family member of Chief Executive Officer of the Company |
| Guangdong Tongdow Xinyi Cable New Material Co., Ltd. (“Guangdong TD”) [Member] | |
| Schedule of Relationship with Related Parties [Line Items] | |
| Relationship with the Company | Controlled by an immediate family member of Chief Executive Officer of the Company |
| Yangzhou Lishunwu E-commerce Co., Ltd. (Formerly named: Yangzhou Tongdow E-commerce Co., Ltd.) (“Yangzhou TD”) [Member] | |
| Schedule of Relationship with Related Parties [Line Items] | |
| Relationship with the Company | Controlled by an immediate family member of Chief Executive Officer of the Company |
| Ningbo Xinwurong Supply Chain Management Co., Ltd. (Formerly named: Tongdow (Zhejiang) Supply Chain Management Co., Ltd.) (“Zhejiang TD”)* [Member] | |
| Schedule of Relationship with Related Parties [Line Items] | |
| Relationship with the Company | Controlled by an immediate family member of Chief Executive Officer of the Company |
| Shenzhen Meifu Capital Co., Ltd. (“Shenzhen Meifu”) [Member] | |
| Schedule of Relationship with Related Parties [Line Items] | |
| Relationship with the Company | Controlled by Chief Executive Officer of the Company |
| Shenzhen Tiantian Haodian Technology Co., Ltd. (“TTHD”) [Member] | |
| Schedule of Relationship with Related Parties [Line Items] | |
| Relationship with the Company | Wholly owned by Shenzhen Meifu |
| Hainan Tongdow International Trade Co.,Ltd. (“Hainan TD”) [Member] | |
| Schedule of Relationship with Related Parties [Line Items] | |
| Relationship with the Company | Controlled by an immediate family member of Chief Executive Officer of the Company |
| Yunfeihu modern logistics Co., Ltd. (“Yunfeihu Logistics”) [Member] | |
| Schedule of Relationship with Related Parties [Line Items] | |
| Relationship with the Company | Controlled by an immediate family member of Chief Executive Officer of the Company |
| Shenzhen Tongdow Jingu Investment Holding Co., Ltd. (“Shenzhen Jingu”) [Member] | |
| Schedule of Relationship with Related Parties [Line Items] | |
| Relationship with the Company | Controlled by an immediate family member of Chief Executive Officer of the Company |
| Tongdow E-commerce Group Co., Ltd. (“TD E-commerce”) [Member] | |
| Schedule of Relationship with Related Parties [Line Items] | |
| Relationship with the Company | Controlled by an immediate family member of Chief Executive Officer of the Company |
| Katie Ou [Member] | |
| Schedule of Relationship with Related Parties [Line Items] | |
| Relationship with the Company | Shareholder of BAIYU Holdings Inc. |
Related Party Transactions and Balances (Details) - Schedule of Due to Related Parties - USD ($) |
Sep. 30, 2024 |
Dec. 31, 2023 |
|---|---|---|
| TD E-commerce [Member] | ||
| Schedule of Due to Related Parties [Line Items] | ||
| Due to related party | $ 38,474,692 | $ 38,121,056 |
| Related Party [Member] | ||
| Schedule of Due to Related Parties [Line Items] | ||
| Due to related party | $ 38,474,692 | $ 38,121,056 |
Commitments and Contingencies (Details) - Schedule of Contractual Obligations |
Sep. 30, 2024
USD ($)
|
|---|---|
| Schedule of Contractual Obligations [Abstract] | |
| 2024 | $ 1,662 |
| 2025 | |
| 2026 | |
| Total | $ 1,662 |
Risks and Uncertainties (Details) |
Sep. 30, 2024
USD ($)
|
|---|---|
| Risks and Uncertainties [Abstract] | |
| Deposited amount | $ 82,591 |
Risks and Uncertainties (Details) - Schedule of Translation of Amounts |
9 Months Ended | ||
|---|---|---|---|
Sep. 30, 2024 |
Sep. 30, 2023 |
Dec. 31, 2023 |
|
| Schedule of Translation of Amounts [Abstract] | |||
| Balance sheet items, except for equity accounts | 7.0176 | 7.0827 | |
| Items in the statements of operations and comprehensive income (loss), and statements of cash flows | 7.2043 | 7.0148 | |
1 Year BAIYU Chart |
1 Month BAIYU Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions
Hot Features
Premium
