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| Name | Symbol | Market | Type |
|---|---|---|---|
| Meta Data Limited | NYSE:AIU | NYSE | Depository Receipt |
| Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.61 | 0 | 00:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of August
Commission File Number:
Flat H 3/F, Haribest Industrial Building, 45-47 Au Pui Wan Street
Sha Tin New Territories
Hong Kong
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
Meta Data Limited (the “Company” or “Meta Data”) is furnishing this Form 6-K to provide interim financial statements for the six months ended February 29, 2024.
1
FORWARD LOOKING STATEMENT
This Report of Foreign Private Issuer on Form 6-K filed by Meta Data Limited (together with our subsidiaries, unless the context indicates otherwise, “we,” “us,” “our,” or the “Company”), contains forward-looking statements within the meaning of the Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or the Company’s future financial performance. The Company has attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “expects,” “can,” “continue,” “could,” “estimates,” “intends,” “may,” “plans,” “potential,” “predict,” “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions, uncertainties and other factors may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels or activity, performance or achievements expressed or implied by these forward-looking statements. The information in this Report on Form 6-K is not intended to project future performance of the Company. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company does not guarantee future results, levels of activity, performance or achievements. The Company expectations are as of the date this Form 6-K is filed, and the Company does not intend to update any of the forward-looking statements after the date this Report on Form 6-K is filed to confirm these statements to actual results, unless required by law.
2
Exhibits.
| Exhibit No. | Description | |
| 99.1 | Unaudited Interim Consolidated Financial Statements as of February 29, 2024 and for the Six Months Ended February 29, 2024 and February 28, 2023, and Operating and Financial Review and Prospects in Connection with the Unaudited Interim Consolidated Financial Statements for the Six Months Ended February 29, 2024 and February 28, 2023. | |
| 99.2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
3
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.
| Meta Data Limited | ||
| By: | /s/ Xiaoming Li | |
| Name: | Xiaoming Li | |
| Title: | Chairman of the Board of Directors and Chief Executive Officer | |
Date: August 29, 2024
4
Exhibit 99.1
META DATA LIMITED
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF FEBRUARY 29, 2024 AND AUGUST 31, 2023 AND
FOR THE SIX MONTHS ENDED FEBRUARY 29, 2024 AND FEBRUARY 28, 2023
F-1
META DATA LIMITED
TABLE OF CONTENTS
F-2
META DATA LIMITED
Condensed Consolidated Balance Sheets
| As of | As of | |||||||
| February 29, | August 31, | |||||||
| 2024 | 2023 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Inventories | ||||||||
| Prepaid expenses | ||||||||
| TOTAL CURRENT ASSETS | $ | $ | ||||||
| NON-CURRENT ASSETS | ||||||||
| Right-of-use assets | ||||||||
| TOTAL NON-CURRENT ASSETS | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | |||||||
| Interest payable | ||||||||
| Accrued expenses | ||||||||
| Loans payable to third parties - current | ||||||||
| Syndicated loans | ||||||||
| Operating lease liabilities | ||||||||
| Convertible senior notes | ||||||||
| TOTAL CURRENT LIABILITIES | $ | $ | ||||||
| NON-CURRENT LIABILITIES | ||||||||
| Operating lease liabilities | ||||||||
| Loans payable to third parties - non-current | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Class A ordinary shares
($ | $ | $ | ||||||
| Additional paid-in capital | ||||||||
| Accumulated deficits | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-3
META DATA LIMITED
Condensed Consolidated Statements of Operations and Comprehensive Income
(Unaudited)
| For the six months ended | ||||||||
| February 29, | February 28, | |||||||
| 2024 | 2023 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Revenues | $ | $ | ||||||
| Cost of revenues | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| Selling and marketing expenses | ( | ) | ||||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Total operating expenses | ( | ) | ( | ) | ||||
| (Loss) income from operations | ( | ) | ||||||
| Other expenses | ||||||||
| Interest income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Other expenses | ( | ) | ( | ) | ||||
| Total other expenses, net | ( | ) | ( | ) | ||||
| (Loss) income from continuing operations | ( | ) | ||||||
| Discontinued operations | ||||||||
| Loss on disposition of discontinued operations | ( | ) | ||||||
| Loss from discontinued operations | ( | ) | ||||||
| Net loss from discontinued operations | ( | ) | ||||||
| Net loss attributable to Meta Data Limited’s shareholders | ( | ) | ( | ) | ||||
| Basic loss per share | ||||||||
| Continuing operations | $ | ( | ) | $ | ||||
| Discontinued operations | $ | ( | ) | |||||
| Diluted loss per share | ||||||||
| Continuing operations | $ | ( | ) | $ | ||||
| Discontinued operations | $ | ( | ) | |||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-4
META DATA LIMITED
Condensed Consolidated Statements of Changes in Shareholders’ Equity
For the Six Months Ended February 29, 2024 and February 28, 2023
(Unaudited)
| Accumulated | Meta Data | |||||||||||||||||||||||||||||||||||||||
| Additional | other | Limited | Non- | Total | ||||||||||||||||||||||||||||||||||||
| Ordinary shares | paid in | Treasury | Statutory | Accumulated | comprehensive | shareholders’ | controlling | shareholders’ | ||||||||||||||||||||||||||||||||
| Shares | Amount | capital | stock | reserve | deficits | income (loss) | equity | Interest | equity | |||||||||||||||||||||||||||||||
| Balance as of August 31, 2022 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||||
| - | ||||||||||||||||||||||||||||||||||||||||
| Issuance of ordinary shares and pre-funded warrants at private placement, net of issuance cost | ||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Disposal of subsidiaries | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Balance as of February 28, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Balance as of August 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||||
| Disposal of treasury stock | - | ( | ) | |||||||||||||||||||||||||||||||||||||
| Issuance of ordinary shares and warrants at private placement, net of issuance cost | ||||||||||||||||||||||||||||||||||||||||
| Warrants exercised | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Share-based compensation | - | - | ||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance as of February 28, 2024 | $ | $ | - | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-5
META DATA LIMITED
Unaudited Condensed Consolidated Statements of Cash Flows
| For the six months ended | ||||||||
| February 29, | February 28, | |||||||
| 2024 | 2023 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Net loss from discontinued operations | ( | ) | ||||||
| Net loss from continuing operations | ( | ) | ||||||
| Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||||||||
| Amortization of right to use asset | ||||||||
| Share-based compensation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Inventories | ( | ) | ||||||
| Prepaid expenses | ||||||||
| Accounts payable | ||||||||
| Interest payable | ||||||||
| Operating lease liabilities | ||||||||
| Accrued expenses | ( | ) | ||||||
| Net cash (used in) provided by operating activities from continuing operations | ( | ) | ||||||
| Net cash provided by operating activities from discontinued operations | ||||||||
| Net cash (used in) provided by operating activities | ( | ) | ||||||
| Cash flows from investing activities | ||||||||
| Proceeds from disposal of subsidiaries, net of cash | ( | ) | ||||||
| Net cash used in investing activities from continuing operations | ( | ) | ||||||
| Net cash provided by investing activities from discontinued operations | ||||||||
| Net cash used in investing activities | ( | ) | ||||||
| Cash flows from financing activities | ||||||||
| Proceeds from issuance of ordinary shares and warrants, net of issuance cost | ||||||||
| Proceeds from third-party loans | ||||||||
| Repayment of third-party loans | ( | ) | ||||||
| Net cash provided by financing activities from continuing operations | ||||||||
| Net cash provided by financing activities from discontinued operations | ||||||||
| Net cash provided by financing activities | ||||||||
| Net (decrease) increase in cash | ( | ) | ||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Interest paid | $ | |||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-6
META DATA LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 — Organization and Principal Activities
Meta Data Limited (the “Company”, formerly known as “OneSmart International Education Company Limited (“OneSmart”) is a limited company incorporated under the laws of Cayman Islands on March 10, 2017. Since fiscal year 2022, the Company through its consolidated subsidiaries, are engaged in artificial intelligent education service (AIE) and artificial intelligent universe (AIU) IAAS service.
AIE is to build an intelligent training system based on intelligent training platform to provide the maximum immersive experience and the best technical foundation for learning, implementation in RT3D with 360-degree landscape, so that all users are no longer bound to bult World with improved digital life experience. AIU IAAS service provides software & hardware infrastructure (IAAS) to Metaverse business operator or individual users. It improves the accessibility of rendering modes through cloud computing and edge computing algorithms and computing power to improve the virtual world. Use of spatial localization algorithm, virtual scene fitting, real-time network transmission, GPU server, and edge computing to reduce cost and network congestion. Reduce the performance threshold requirements for terminal equipment, and improve the immersive user experience
Before fiscal year 2021, the company was principally engaged in the provision of premium tutoring services for students of kindergarten and primary, middle and high schools (“K12”) and premium young children education services in the People’s Republic of China (the “PRC”). Due to the PRC legal restrictions on foreign ownership and investment in the education business, the Company conducts its primary business operations through its VIEs.
The Company’s Board adopts resolutions approving, and recommends to the shareholders for their approval to change the Company’s corporate name from “OneSmart International Education Company Ltd” to “Meta Data Limited” on its annual general meeting held on April 28, 2022.
On October 28, 2022, the Company, OneSmart Edu
Inc. (“OneSmart BVI”), the Company’s wholly owned subsidiary, and Muckle Capital Investment Co., Ltd. (the “Purchaser”),
entered into a certain share purchase agreement (the “Disposition SPA”). Pursuant to the Disposition SPA, the Purchaser agreed
to purchase OneSmart BVI in exchange for cash consideration of $
As of November 25, 2022, the Company completed the disposition after the satisfaction or waiver of all closing conditions.
F-7
Note 1 — Organization and Principal Activities (continued)
| Date of | Place of | Percentage of | Principal | |||||
| Entity | incorporation | incorporation | ownership | activities | ||||
| Meta Data Limited (“Mata Data”) | ||||||||
| Metaverse Information Technology Limited (“Metaverse BVI”) | ||||||||
| Metaverse Digital Technology Co. Limited (“Metaverse Digital”) | ||||||||
| Metaverse Information Technology Limited (“Metaverse HK”) |
Note 2 — Summary of significant accounting policies
Basis of presentation and principles of consolidation
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”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and have been consistently applied. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the audited financial statements and notes thereto for the fiscal years ended August 31, 2023 and 2022. Operating results for the six months ended February 29, 2024 are not necessarily indicative of the results that may be expected for the year ending August 31, 2024.
The unaudited condensed consolidated financial statements of the Company reflect the principal activities of the Company’s main operation subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation.
Use of estimates
In preparing the unaudited condensed consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the unaudited condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include the valuation of deferred tax assets. Actual results could differ from those estimates.
Foreign currency
The functional currency of the Company and its subsidiaries is the United States Dollars (“$”). The Company uses the United State Dollars as its reporting currency.
Transactions denominated in foreign currencies are re-measured into the functional currency at the exchange rates prevailing on the transaction dates. Monetary assets and liabilities denominated in foreign currencies are re-measured at the exchange rates prevailing at the balance sheet date. Non-monetary items that are measured in terms of historical cost in foreign currency are re-measured using the exchange rates at the dates of the initial transactions. Exchange gains and losses are included in the unaudited condensed consolidated statements of income.
F-8
Note 2 — Summary of significant accounting policies (continued)
Inventories
Inventories are stated at the lower of cost or net realizable value. The cost of inventories is calculated using the weighted average method. Any excess of the cost over the net realizable value of each item of inventories is recognized as a provision for diminution in the value of inventories.
Net realizable value is the estimated selling price in the normal course of business less any costs to complete and sell products. The Company evaluates inventories on a yearly basis for its net realizable value adjustments, and reduces the carrying value of those inventories that are obsolete or in excess of the forecasted usage to their estimated net realizable value based on various factors including aging and future demand of each type of inventories.
Impairment of long-lived assets
The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances, such as a significant adverse change to market conditions that will impact the future use of the assets, indicate that the carrying amount of an asset may not be fully recoverable. When these events occur, the Company evaluates the recoverability of long-lived assets by comparing the carrying amount of the assets to the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their fair value. Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available.
Fair value of financial instruments
The FASB ASC Topic 820, Fair Value Measurements, defines fair value, establishes a three-level valuation hierarchy for fair value measurements and enhances disclosure requirements.
The three levels are defined as follows:
Level 1 - Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data.
Level 3 - Inputs to the valuation methodology are unobservable.
Financial instruments include cash, loans payable to third parties, short-term and long-term loans, and convertible senior notes. The carrying amounts of these financial instruments approximate their fair values because of their short-term maturities.
Accounts payable
Accounts payable represent liabilities for goods and services provided to the Company prior to the end of the financial year which are unpaid. The amounts are unsecured and are paid on normal commercial terms.
F-9
Note 2 — Summary of significant accounting policies (continued)
Revenue recognition
Revenue is recognized when control of promised services is transferred to the Company’s customers in amounts of consideration to which the Company expects to be entitled to in exchange for those services. The Company follows the five steps approach for revenue recognition under Topic 606: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue as the Company satisfies a performance obligation.
Primary sources of the Company’s revenues are as follows:
| 1) | Artificial Intelligent Education (AIE) service: |
To provide modular technical services (such as simulation teaching module, three dimensions teaching module, virtual reality module) to academic and professional training centers. Service contracts are primarily on a fixed price basis. Upon delivery of services, project completion inspection and customer acceptance are generally required. Revenue is recognized at a point in time upon completion of the performance obligation is satisfied and accepted by the customers.
| 2) | Artificial Intelligent Universe (AIU) IAAS service: |
To provide computing resources for data calculation services (such as engineering and scientific research project data calculation and accuracy verification) and for commercial services (such as film and television special effects, 3D animation, advertisement rendering and visualization) to our customers. Service contracts are primarily on a fixed price basis. Upon delivery of services, project completion inspection and customer acceptance are generally required. Revenue is recognized at a point in time upon completion of the performance obligation is satisfied and accepted by the customers.
Cost of revenues
Cost of revenues consist of costs directly attributable to the performance of AIE and AIU services which are mainly services provided by third parties.
Lease
The Company determines if an arrangement contains a lease at the inception of a contract. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of- use assets and lease liabilities are recognized at the commencement date based on the present value of the remaining future minimum lease payments. As the interest rate implicit in the Company’s leases is not readily determinable, the Company utilizes its actual incremental borrowing rates to discount the lease payments.
The Company leases premises for offices under non-cancellable operating leases. Right-of-use assets are expensed over the term of lease. The Company leases do not include options to extend nor any restrictions or covenants. The Company has historically been able to renew its office leases. Under the terms of the lease agreements, the Company has no legal or contractual asset retirement obligations at the end of the lease.
F-10
Note 2 — Summary of significant accounting policies (continued)
Income taxes
The Company follows the liability method of accounting for income taxes in accordance with ASC 740 (“ASC 740”), Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rate is recognized in tax expense in the period that includes the enactment date of the change in tax rate.
The Company accounted for uncertainties in income taxes in accordance with ASC 740. Interest and penalties related to unrecognized tax benefit recognized in accordance with ASC 740 are classified in the unaudited condensed consolidated statements of income as income tax expense.
Share-based compensation
The Company applies ASC 718 (“ASC 718”), Compensation - Stock Compensation, to account for its employee share-based payments. In accordance with ASC 718, the Company determines whether an award should be classified and accounted for as a liability award or an equity award. All the Company’s share-based awards to employees were classified as equity awards.
In accordance with ASC 718, the Company recognizes share-based compensation cost for equity awards to employees with a performance condition based on the probable outcome of that performance condition. Compensation cost is recognized if it is probable that the performance condition will be achieved.
A change in any of the terms or conditions of the awards is accounted for as a modification of the awards. Incremental compensation cost is measured as the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified, measured based on the fair value of the awards and other pertinent factors at the modification date. For vested awards, the Company recognizes incremental compensation cost in the period the modification occurs. For unvested awards, the Company recognizes over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award on the modification date. If the fair value of the modified award is lower than the fair value of the original award immediately before modification, the minimum compensation cost the Company recognizes is the cost of the original award. When the vesting conditions (or other terms) of the equity awards granted to employees are modified, the Company first determines on the modification date whether the original vesting conditions were expected to be satisfied, regardless of the entity’s policy election for accounting for forfeitures. If the original vesting conditions were not expected to be satisfied, the grant date fair value of the original equity awards are ignored and the fair value of the equity awards measured at the modification date are recognized if the modified awards ultimately vest.
The Company uses the accelerated method to recognize compensation expense for all awards granted. The Company, with the assistance of an independent third-party valuation firm, determined the fair value of the awards granted to employees. The Company adopted ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, (“ASU 2016-09”) and elected to account for forfeitures as they occur.
An award that is cancelled without a replacement award or other form of consideration given to the grantee should be accounted for as a repurchase for no consideration. If an award is cancelled before the completion of the employee’s requisite service period or nonemployee’s vesting period, any previously unrecognized compensation cost should be recognized at the date of the cancellation. Because a cancellation is not the forfeiture of an award, previously recognized compensation cost is not reversed in connection with a cancellation.
F-11
Note 2 — Summary of significant accounting policies (continued)
Earnings/(Loss) per share
Basic earnings/(loss) per share is computed by dividing net income/(loss) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period using the two-class method. Under the two-class method, net income/(loss) is allocated between ordinary shares and other participating securities based on their participating rights. Diluted earnings/(loss) per share is calculated by dividing net income/(loss) attributable to ordinary shareholders by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of the ordinary shares issuable upon the conversion of the Company’s convertible senior notes using the if-converted method and ordinary shares issuable upon the exercise of warrants using the treasury stock method. Ordinary equivalent shares are not included in the denominator of the diluted loss per share calculation when inclusion of such shares would be anti-dilutive.
Basic and diluted earnings/(loss) per share are not reported separately for Class A or Class B ordinary shares (the “Ordinary Shares”) as each class of shares has the same rights to undistributed and distributed earnings.
Segment reporting
In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision making Company, in deciding how to allocate resources and in assessing performance. The Company has only one reportable segment since the Company does not distinguish revenues, costs and expenses by operating segments in its internal reporting, and reports costs and expenses by nature as a whole. The Company’s CODM, who has been identified as the CEO, reviews the consolidated results when making decisions about allocating resources and assessing performance of the Company as a whole. As the Company generates all of its revenue in the British Virgin Islands, no geographical segments are presented.
Recent accounting pronouncements
The Company considers the applicability and impact of all ASUs. Management periodically reviews new accounting standards that are issued.
In September 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The FASB is issuing the amendments to enhance the transparency and decision usefulness of income tax disclosures. Investors currently rely on the rate reconciliation table and other disclosures, including total income taxes paid, to evaluate income tax risks and opportunities. While investors find these disclosures helpful, they suggested possible enhancements to better (1) understand an entity’s exposure to potential changes in jurisdictional tax legislation and the ensuing risks and opportunities, (2) assess income tax information that affects cash flow forecasts and capital allocation decisions, and (3) identify potential opportunities to increase future cash flows. The FASB decided that the amendments should be effective for public business entities for annual periods 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 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.
F-12
Note 3 — Loans
| As of | As of | |||||||
| February 29, | August 31, | |||||||
| 2024 | 2023 | |||||||
| Long-term loans, current portion | $ | $ | ||||||
| Total | $ | $ | ||||||
In March 2019, The Company entered into a banking
facility agreement with UBS AG Singapore Branch, pursuant to which Shanghai OneSmart is entitled to borrow a USD denominated loan of $
Note 4 — Convertible senior notes
On February 28, 2020 and March 16, 2020, the Company
issued $
The Notes are unsecured, $
F-13
Note 5 — Lease
On September 1, 2022, the Group leases office
spaces for its operations under non-cancelable operating lease agreement with expiration date in August 2025. The Group has no finance
leases. The Company do not assume renewals in our determination of the lease term unless the renewals are reasonably certain to be exercised
at lease commencement. The Group’s lease agreements do not contain any material residual value guarantees or material restrictive
covenants. Lease expenses for the six months ended February 29, 2024 and February 28, 2023 were $
| As of | As of | |||||||
| February 29, | August 31, | |||||||
| 2024 | 2023 | |||||||
| Right-of-use assets under operating leases | $ | $ | ||||||
| Operating lease liabilities, current | ||||||||
| Operating lease liabilities, non-current | ||||||||
| Total operating lease liabilities | $ | $ | ||||||
| As of | ||||
| February 29, | ||||
| Twelve months ending August 31, | 2024 | |||
| Fiscal year 2024 | $ | |||
| Fiscal year 2025 | ||||
| Total Future minimum lease payments | ||||
| Less: Imputed interest | ||||
| Total | $ | |||
F-14
Note 6 — Shareholders’ equity
On December 12, 2023,
During the year ending August 31, 2024, the Company
issued
As of February 29, 2024, the Company had ordinary
shares outstanding comprising of
As of August 31, 2023, the Company had ordinary
shares outstanding comprising of
Warrants
During the year ended August 31, 2023, the Company
issued
On January 12, 2024, the Company issued
On February 8, 2024, upon negotiation with the
warrant holders, the Company entered into certain warrant amendment agreement with the warrant holders which adjusted warrants from
In February 2024,
In March 2024,
As of February 29, 2024 and August 31, 2023,
F-15
Note 7 — Income taxes
Cayman Islands
Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain arising in Cayman Islands. Additionally, upon payments of dividends to its shareholders, no Cayman Islands withholding tax will be imposed.
British Virgin Islands
Under the current laws of the British Virgin Islands, BVI incorporated companies are not subject to tax on income or capital gains. In addition, upon payments of dividends by the company to its shareholders, no British Virgin Islands withholding tax will be imposed.
Hong Kong
Hong Kong incorporated companies are subject to
Hong Kong profits tax of
Note 8 — Earnings (loss) per share
| Year Ended February 29, 2024 and February 28, 2023 | 2024 | 2023 | ||||||
| Net loss available for ordinary shareholders (A) | $ | ( | ) | $ | ( | ) | ||
| - continuing operations | $ | ( | ) | $ | ||||
| - discontinued operations | $ | ( | ) | |||||
| Weighted average outstanding ordinary shares (B) | ||||||||
| - basic | ||||||||
| - diluted | ||||||||
| Earnings (loss) per ordinary share - basic (A/B) | $ | ( | ) | $ | ( | ) | ||
| - Continuing operations | $ | ( | ) | $ | ||||
| - Discontinued operations | $ | ( | ) | |||||
| Earnings (loss) per ordinary share - diluted (A/B) | $ | ( | ) | $ | ( | ) | ||
| - Continuing operations | $ | ( | ) | $ | ||||
| - Discontinued operations | $ | ( | ) | |||||
Convertible notes and warrants that could potentially dilute basic EPS in the future that were not included in the computation of diluted EPS because to do so would have been antidilutive for the six months ended February 28, 2023 presented and the exercise price of warrants were higher than the average prices for the period.
F-16
Note 9 — Concentration of major customers and suppliers
For the six months ended February 29,
2024, five major customers accounted for
No single customer accounted for
For the six months ended February 29, 2024 and
February 28, 2023, one supplier accounted for
Note 10 — Commitments and contingencies
| (a) | Capital commitments |
As of February 29, 2024 and August 31, 2023, the Company did not have any capital commitment.
| (b) | Contingencies |
There are no claims, lawsuits, investigations and proceedings, including unasserted claims that are probable to be assessed, that have in the recent past caused, or to the Company’s knowledge, are reasonably possible to cause, a material change on the Company’s financial position, results of operations, or cash flow.
Note 11 — Subsequent events
Management has reviewed events occurring through the date the consolidated financial statements were issued and, except as disclosed elsewhere in the consolidated financial statements, no subsequent events occurred that require accrual or disclosure.
F-17
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our company’s financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements. All statements contained in this report other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the “Risk Factors” section. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
Results of Operations
The following table sets forth a summary of our consolidated results of operations for the periods presented, both in absolute amount and as a percentage of our revenues for the periods presented.
This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report. The results of operations in any period are not necessarily indicative of our future trends.
| For the first half of | Amount | Percentage | ||||||||||||||
| 2024 | 2023 | increase | increase | |||||||||||||
| Amount | Amount | (decrease) | (decrease) | |||||||||||||
| (in thousands, except for percentages) | ||||||||||||||||
| Revenues | $ | 19,382 | $ | 13,018 | $ | 6,364 | 48.9 | % | ||||||||
| Cost of revenues | (16,030 | ) | (7,177 | ) | 8,853 | 123.4 | % | |||||||||
| Gross profit | 3,352 | 5,841 | (2,489 | ) | (42.6 | )% | ||||||||||
| Selling and marketing expenses | (351 | ) | - | 351 | 100.0 | % | ||||||||||
| General and administrative expenses | (4,167 | ) | (919 | ) | 3,248 | 353.4 | % | |||||||||
| (Loss) income from operations | (1,166 | ) | 4,922 | (6,088 | ) | (123.7 | )% | |||||||||
| Interest income | 253 | 1 | 252 | 25,200.0 | % | |||||||||||
| Interest expense | (4,346 | ) | (2,905 | ) | 1,441 | 49.6 | % | |||||||||
| Other expenses | (3 | ) | (2 | ) | 1 | 50.0 | % | |||||||||
| (Loss) income from continuing operations | (5,262 | ) | 2,016 | (7,278 | ) | (361.0 | )% | |||||||||
| Loss from discontinued operations | - | (414,877 | ) | (414,877 | ) | (100.0 | )% | |||||||||
| Net loss | $ | (5,262 | ) | $ | (412,861 | ) | $ | 407,599 | 198.7 | % | ||||||
Revenues
Revenues increased by $6.4 million, or 48.9%, to $19.4 million for the first half of 2024 from $13.0 million for the same period of last year. The increase was mainly attributed to average service revenue increased from $1.1 million for the first half of 2023 to $1.9 million for the first half of 2024, which contributed to an increase of $8.5 million in service revenue. The increase was partially offset by a decrease in the number of services from 12 services for the first half of 2023 to 10 services for the first half of 2024, which resulted in a decrease of $2.2 million in service revenue.
Cost of revenues
Cost of revenues increased by $8.9 million, or 123.4%, to $16.0 million for the first half of 2024 from $7.2 million for the same period of last year. The increase was mainly attributable to additional costs incurred for providing artificial intelligent education and artificial intelligent universe IAAS services to the customers which caused by an increase in production technicality and the use of computing power in providing those services.
Gross profit and gross margin.
As a result of the factors set out above, gross profit decreased by $2.5 million, or 42.6%, to $3.4 million for the first half of 2024 from $5.8 million for the same period of last year. Gross margin decreased from 44.9% for the first half of 2023 to 17.3% for the first half of 2024. The decrease in gross margin was mainly attributable to an increase in production technicality and increase in computing power which led to an increase in production costs and reduced gross margin.
2
Selling and marketing expenses
Selling and marketing expenses increased by $0.04 million, or 100.0%, to $0.04 million for the first half of 2024 from nil for the same period of last year. The increase was mainly attributable to sales and marketing staff salaries for the artificial intelligent education and artificial intelligent universe IAAS services which we employed in second half of 2023.
General and administrative expenses
General and administrative expenses increased by $3.2 million, or 353.4%, to $4.2 million for the first half of 2024 from $0.9 million for the same period of last year. The increase was mainly attributable to an increase in headcount which caused an increase in staff salaries as well as service fees charged by New York Stock Exchange.
Interest income
Interest income increased by $0.3 million, or 25,200%, to $0.3 million for the first half of 2024 from $1,000 for the same period of last year. The increase in interest income was mainly attributable to the increase in bank balances as well as the increase in interest rates.
Interest expenses
Interest expenses increased by $1.4 million, or 49.6%, to $4.3 million for the first half of 2024 from $2.9 million for the same period of last year. The interest expenses were mainly due to higher average interest rates on loans for the first half of 2024 as compared to the same period of last year.
Income from continuing operations
As a result of the factors set out above, we had $5.3 million net loss from continuing operations for the first half of 2024 as compared to net income from continuing operations of $2.0 million for the first half of 2023.
Loss from discontinued operations
Loss from discontinued operations decreased by $0.4 billion, or 100%, to nil for the first half of 2024 from loss of $0.4 billion for same period of last year. The decrease in loss from discontinued operations was mainly attributable to the Company completed the disposition of its wholly owned subsidiary, OneSmart Edu Inc., to the purchaser, Muckle Capital Investment Co., Ltd on November 25, 2022.
Net income
As a result of foregoing factors, the net loss was $5.3 million for the first half of 2024 as compared to net loss of $412.9 million for the same period of last year.
Liquidity and Capital Resources
We are a holding company incorporated in the Cayman Islands. We may need dividends and other distributions on equity from our subsidiaries to satisfy our liquidity requirements.
As of February 29, 2024, we had cash of $67,837 and a positive working capital of $87.9 million. For the first half of 2024, net cash used in operating activities was $202.5 million
Management believes that the cash generated from operations will be sufficient to meet our normal working capital needs for at least the next twelve months. Management is of the opinion that we have sufficient funds to meet our working capital requirements and debt obligations as they become due. However, there is no assurance that management will be successful in our plan. There are a number of factors that could potentially arise which might result in shortfalls to what is anticipated, such as the demand for our services, economic conditions, the competition in the industry, and our bank and suppliers being able to provide continued support. If the future cash flow from operations and other capital resources is insufficient to fund our liquidity needs, we may be forced to obtain additional debt or equity capital, or refinance all or a portion of our debt.
3
Indebtedness. As of February 29, 2024, we have $61.2 million syndicated loans and $35.0 million convertible senior notes. Beside this indebtedness, we did not have any finance leases or purchase commitments, guarantees or other material contingent liabilities.
Off-Balance Sheet Arrangements. We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our own shares and classified as shareholders’ equity, or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. Moreover, we do not have any variable interest in any unconsolidated entity that we provide financing, liquidity, market risk or credit support to or engages in hedging or research and development services with us.
Capital Resources. The primary drivers and material factors impacting our liquidity and capital resources include our ability to generate sufficient cash flows from our operations and renew loans, as well as proceeds from equity and debt financing, to ensure our future growth and expansion plans.
Working Capital. Total working capital as of February 29, 2024 amounted to $87.9 million, compared to $6.0 million as of August 31, 2023.
Capital Needs. Our capital needs include our daily working capital needs and capital needs to finance the development of our business. Our management believes that income generated from our current operations can satisfy our daily working capital needs over the next 12 months. We may also raise additional capital through public offerings or private placements to finance our business development and to consummate any merger or acquisition, if necessary.
Cash flows.
The following table sets forth a summary of our cash flows from continuing operations for the periods presented:
| For the six months ended | ||||||||
| February 29, | February 28, | |||||||
| 2024 | 2023 | |||||||
| Net cash (used in) provided by operating activities | $ | (202,487 | ) | $ | 3,514 | |||
| Net cash used in investing activities | - | (15,097 | ) | |||||
| Net cash provided by financing activities | 81,443 | 26,990 | ||||||
| Net (decrease) increase in cash | (121,044 | ) | 15,407 | |||||
| Cash, beginning of period | 121,112 | 45,479 | ||||||
| Cash, end of period | $ | 68 | $ | 60,886 | ||||
Operating Activities
Net cash used in operating activities for the six months ended February 29, 2024 was $202.5 million. The net cash used in operating activities was primarily due to (i) purchase of inventories $276.0 million, as partially offset by an increase in accounts payable of $74.5 million.
Investing Activities
Net cash used in investing activities was nil for the six months ended February 29, 2024.
Financing Activities
Net cash provided by financing activities was $81.4 million for the six months ended February 29, 2024, primarily due to the proceeds of $88.3 million from issuance of ordinary shares, as partially offset by repayment of third-party loans of $6.9 million.
4
Document And Entity Information |
6 Months Ended |
|---|---|
Feb. 29, 2024 | |
| Document Information Line Items | |
| Entity Registrant Name | Meta Data Limited |
| Document Type | 6-K |
| Current Fiscal Year End Date | --08-31 |
| Amendment Flag | false |
| Entity Central Index Key | 0001722380 |
| Document Period End Date | Feb. 29, 2024 |
| Document Fiscal Year Focus | 2024 |
| Document Fiscal Period Focus | Q2 |
| Entity File Number | 001-38430 |
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares |
Feb. 29, 2024 |
Aug. 31, 2023 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Ordinary shares, par value (in Dollars per share) | $ 0.0005 | $ 0.0005 |
| Ordinary shares, shares authorized | 19,800,000,000 | 180,000,000 |
| Ordinary shares, shares issued | 323,000,000 | 154,000,000 |
| Ordinary shares, shares outstanding | 323,000,000 | 154,000,000 |
Condensed Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) - USD ($) |
Ordinary shares |
Additional Paid in capital |
Treasury stock |
Statutory reserve |
Accumulated deficit |
Accumulated other comprehensive income (loss) |
Meta Data Limited shareholders’ equity |
Non- controlling interest |
Total |
|---|---|---|---|---|---|---|---|---|---|
| Balance at Aug. 31, 2022 | $ 14 | $ 895,343 | $ (21) | $ 2,293 | $ (563,470) | $ (13,144) | $ 321,015 | $ (3,631) | $ 317,384 |
| Balance (in Shares) at Aug. 31, 2022 | 29,223,319 | ||||||||
| Issuance of ordinary shares and pre-funded warrants at private placement, net of issuance cost | $ 21 | 24,969 | 24,990 | 24,990 | |||||
| Issuance of ordinary shares and pre-funded warrants at private placement, net of issuance cost (in Shares) | 42,808,219 | ||||||||
| Share-based compensation | $ 1 | 3 | 4 | 4 | |||||
| Share-based compensation (in Shares) | 1,669 | ||||||||
| Net loss | (412,861) | (412,861) | (412,861) | ||||||
| Disposal of subsidiaries | (19,465) | (2,293) | 21,758 | 13,144 | 13,144 | 3,631 | 16,775 | ||
| Balance at Feb. 28, 2023 | $ 36 | 900,850 | (21) | (954,573) | (53,708) | (53,708) | |||
| Balance (in Shares) at Feb. 28, 2023 | 72,033,207 | ||||||||
| Balance at Aug. 31, 2022 | $ 14 | 895,343 | (21) | 2,293 | (563,470) | (13,144) | 321,015 | (3,631) | 317,384 |
| Balance (in Shares) at Aug. 31, 2022 | 29,223,319 | ||||||||
| Net loss | (412,861) | ||||||||
| Balance at Aug. 31, 2023 | $ 77 | 950,793 | (21) | (946,055) | 4,794 | $ 4,794 | |||
| Balance (in Shares) at Aug. 31, 2023 | 153,948,323 | 154,000,000 | |||||||
| Disposal of treasury stock | (21) | 21 | |||||||
| Issuance of ordinary shares and warrants at private placement, net of issuance cost | $ 77 | 88,271 | 88,348 | 88,348 | |||||
| Issuance of ordinary shares and warrants at private placement, net of issuance cost (in Shares) | 153,948,323 | ||||||||
| Warrants exercised | $ 7 | (7) | |||||||
| Warrants exercised (in Shares) | 14,982,870 | ||||||||
| Share-based compensation | 4 | 4 | 4 | ||||||
| Net loss | (5,262) | (5,262) | (5,262) | ||||||
| Balance at Feb. 29, 2024 | $ 161 | $ 1,039,040 | $ (951,317) | $ 87,884 | $ 87,884 | ||||
| Balance (in Shares) at Feb. 29, 2024 | 322,879,516 | 323,000,000 |
Organization and Principal Activities |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Feb. 29, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Organization and Principal Activities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Organization and Principal Activities | Note 1 — Organization and Principal Activities
Meta Data Limited (the “Company”, formerly known as “OneSmart International Education Company Limited (“OneSmart”) is a limited company incorporated under the laws of Cayman Islands on March 10, 2017. Since fiscal year 2022, the Company through its consolidated subsidiaries, are engaged in artificial intelligent education service (AIE) and artificial intelligent universe (AIU) IAAS service.
AIE is to build an intelligent training system based on intelligent training platform to provide the maximum immersive experience and the best technical foundation for learning, implementation in RT3D with 360-degree landscape, so that all users are no longer bound to bult World with improved digital life experience. AIU IAAS service provides software & hardware infrastructure (IAAS) to Metaverse business operator or individual users. It improves the accessibility of rendering modes through cloud computing and edge computing algorithms and computing power to improve the virtual world. Use of spatial localization algorithm, virtual scene fitting, real-time network transmission, GPU server, and edge computing to reduce cost and network congestion. Reduce the performance threshold requirements for terminal equipment, and improve the immersive user experience
Before fiscal year 2021, the company was principally engaged in the provision of premium tutoring services for students of kindergarten and primary, middle and high schools (“K12”) and premium young children education services in the People’s Republic of China (the “PRC”). Due to the PRC legal restrictions on foreign ownership and investment in the education business, the Company conducts its primary business operations through its VIEs.
The Company’s Board adopts resolutions approving, and recommends to the shareholders for their approval to change the Company’s corporate name from “OneSmart International Education Company Ltd” to “Meta Data Limited” on its annual general meeting held on April 28, 2022.
On October 28, 2022, the Company, OneSmart Edu Inc. (“OneSmart BVI”), the Company’s wholly owned subsidiary, and Muckle Capital Investment Co., Ltd. (the “Purchaser”), entered into a certain share purchase agreement (the “Disposition SPA”). Pursuant to the Disposition SPA, the Purchaser agreed to purchase OneSmart BVI in exchange for cash consideration of $1.0 million (the “Purchase Price”). Upon the closing of the transaction contemplated by the Disposition SPA, the Purchaser will become the sole shareholder of OneSmart BVI and as a result, assume all assets and liabilities of all the subsidiaries and VIE entities owned or controlled by OneSmart BVI. The closing of the Disposition is subject to certain closing conditions including the payment of the Purchase Price, the receipt of a fairness opinion from Roma Appraisals Limited and the approval of the Company’s shareholders.
As of November 25, 2022, the Company completed the disposition after the satisfaction or waiver of all closing conditions.
Details of the Company’s subsidiaries as of February 29, 2024 are as follows:
|
Summary of Significant Accounting Policies |
6 Months Ended | ||||||
|---|---|---|---|---|---|---|---|
Feb. 29, 2024 | |||||||
| Summary of Significant Accounting Policies [Abstract] | |||||||
| Summary of significant accounting policies | Note 2 — Summary of significant accounting policies
Basis of presentation and principles of consolidation
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”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and have been consistently applied. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the audited financial statements and notes thereto for the fiscal years ended August 31, 2023 and 2022. Operating results for the six months ended February 29, 2024 are not necessarily indicative of the results that may be expected for the year ending August 31, 2024.
The unaudited condensed consolidated financial statements of the Company reflect the principal activities of the Company’s main operation subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation.
Use of estimates
In preparing the unaudited condensed consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the unaudited condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include the valuation of deferred tax assets. Actual results could differ from those estimates.
Foreign currency
The functional currency of the Company and its subsidiaries is the United States Dollars (“$”). The Company uses the United State Dollars as its reporting currency.
Transactions denominated in foreign currencies are re-measured into the functional currency at the exchange rates prevailing on the transaction dates. Monetary assets and liabilities denominated in foreign currencies are re-measured at the exchange rates prevailing at the balance sheet date. Non-monetary items that are measured in terms of historical cost in foreign currency are re-measured using the exchange rates at the dates of the initial transactions. Exchange gains and losses are included in the unaudited condensed consolidated statements of income.
Inventories
Inventories are stated at the lower of cost or net realizable value. The cost of inventories is calculated using the weighted average method. Any excess of the cost over the net realizable value of each item of inventories is recognized as a provision for diminution in the value of inventories.
Net realizable value is the estimated selling price in the normal course of business less any costs to complete and sell products. The Company evaluates inventories on a yearly basis for its net realizable value adjustments, and reduces the carrying value of those inventories that are obsolete or in excess of the forecasted usage to their estimated net realizable value based on various factors including aging and future demand of each type of inventories.
Impairment of long-lived assets
The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances, such as a significant adverse change to market conditions that will impact the future use of the assets, indicate that the carrying amount of an asset may not be fully recoverable. When these events occur, the Company evaluates the recoverability of long-lived assets by comparing the carrying amount of the assets to the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their fair value. Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available.
Fair value of financial instruments
The FASB ASC Topic 820, Fair Value Measurements, defines fair value, establishes a three-level valuation hierarchy for fair value measurements and enhances disclosure requirements.
The three levels are defined as follows:
Level 1 - Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data.
Level 3 - Inputs to the valuation methodology are unobservable.
Financial instruments include cash, loans payable to third parties, short-term and long-term loans, and convertible senior notes. The carrying amounts of these financial instruments approximate their fair values because of their short-term maturities.
Accounts payable
Accounts payable represent liabilities for goods and services provided to the Company prior to the end of the financial year which are unpaid. The amounts are unsecured and are paid on normal commercial terms.
Revenue recognition
Revenue is recognized when control of promised services is transferred to the Company’s customers in amounts of consideration to which the Company expects to be entitled to in exchange for those services. The Company follows the five steps approach for revenue recognition under Topic 606: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue as the Company satisfies a performance obligation.
Primary sources of the Company’s revenues are as follows:
To provide modular technical services (such as simulation teaching module, three dimensions teaching module, virtual reality module) to academic and professional training centers. Service contracts are primarily on a fixed price basis. Upon delivery of services, project completion inspection and customer acceptance are generally required. Revenue is recognized at a point in time upon completion of the performance obligation is satisfied and accepted by the customers.
To provide computing resources for data calculation services (such as engineering and scientific research project data calculation and accuracy verification) and for commercial services (such as film and television special effects, 3D animation, advertisement rendering and visualization) to our customers. Service contracts are primarily on a fixed price basis. Upon delivery of services, project completion inspection and customer acceptance are generally required. Revenue is recognized at a point in time upon completion of the performance obligation is satisfied and accepted by the customers.
Cost of revenues
Cost of revenues consist of costs directly attributable to the performance of AIE and AIU services which are mainly services provided by third parties.
Lease
The Company determines if an arrangement contains a lease at the inception of a contract. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of- use assets and lease liabilities are recognized at the commencement date based on the present value of the remaining future minimum lease payments. As the interest rate implicit in the Company’s leases is not readily determinable, the Company utilizes its actual incremental borrowing rates to discount the lease payments.
The Company leases premises for offices under non-cancellable operating leases. Right-of-use assets are expensed over the term of lease. The Company leases do not include options to extend nor any restrictions or covenants. The Company has historically been able to renew its office leases. Under the terms of the lease agreements, the Company has no legal or contractual asset retirement obligations at the end of the lease.
Income taxes
The Company follows the liability method of accounting for income taxes in accordance with ASC 740 (“ASC 740”), Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rate is recognized in tax expense in the period that includes the enactment date of the change in tax rate.
The Company accounted for uncertainties in income taxes in accordance with ASC 740. Interest and penalties related to unrecognized tax benefit recognized in accordance with ASC 740 are classified in the unaudited condensed consolidated statements of income as income tax expense.
Share-based compensation
The Company applies ASC 718 (“ASC 718”), Compensation - Stock Compensation, to account for its employee share-based payments. In accordance with ASC 718, the Company determines whether an award should be classified and accounted for as a liability award or an equity award. All the Company’s share-based awards to employees were classified as equity awards.
In accordance with ASC 718, the Company recognizes share-based compensation cost for equity awards to employees with a performance condition based on the probable outcome of that performance condition. Compensation cost is recognized if it is probable that the performance condition will be achieved.
A change in any of the terms or conditions of the awards is accounted for as a modification of the awards. Incremental compensation cost is measured as the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified, measured based on the fair value of the awards and other pertinent factors at the modification date. For vested awards, the Company recognizes incremental compensation cost in the period the modification occurs. For unvested awards, the Company recognizes over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award on the modification date. If the fair value of the modified award is lower than the fair value of the original award immediately before modification, the minimum compensation cost the Company recognizes is the cost of the original award. When the vesting conditions (or other terms) of the equity awards granted to employees are modified, the Company first determines on the modification date whether the original vesting conditions were expected to be satisfied, regardless of the entity’s policy election for accounting for forfeitures. If the original vesting conditions were not expected to be satisfied, the grant date fair value of the original equity awards are ignored and the fair value of the equity awards measured at the modification date are recognized if the modified awards ultimately vest.
The Company uses the accelerated method to recognize compensation expense for all awards granted. The Company, with the assistance of an independent third-party valuation firm, determined the fair value of the awards granted to employees. The Company adopted ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, (“ASU 2016-09”) and elected to account for forfeitures as they occur.
An award that is cancelled without a replacement award or other form of consideration given to the grantee should be accounted for as a repurchase for no consideration. If an award is cancelled before the completion of the employee’s requisite service period or nonemployee’s vesting period, any previously unrecognized compensation cost should be recognized at the date of the cancellation. Because a cancellation is not the forfeiture of an award, previously recognized compensation cost is not reversed in connection with a cancellation.
Earnings/(Loss) per share
Basic earnings/(loss) per share is computed by dividing net income/(loss) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period using the two-class method. Under the two-class method, net income/(loss) is allocated between ordinary shares and other participating securities based on their participating rights. Diluted earnings/(loss) per share is calculated by dividing net income/(loss) attributable to ordinary shareholders by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of the ordinary shares issuable upon the conversion of the Company’s convertible senior notes using the if-converted method and ordinary shares issuable upon the exercise of warrants using the treasury stock method. Ordinary equivalent shares are not included in the denominator of the diluted loss per share calculation when inclusion of such shares would be anti-dilutive.
Basic and diluted earnings/(loss) per share are not reported separately for Class A or Class B ordinary shares (the “Ordinary Shares”) as each class of shares has the same rights to undistributed and distributed earnings.
Segment reporting
In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision making Company, in deciding how to allocate resources and in assessing performance. The Company has only one reportable segment since the Company does not distinguish revenues, costs and expenses by operating segments in its internal reporting, and reports costs and expenses by nature as a whole. The Company’s CODM, who has been identified as the CEO, reviews the consolidated results when making decisions about allocating resources and assessing performance of the Company as a whole. As the Company generates all of its revenue in the British Virgin Islands, no geographical segments are presented.
Recent accounting pronouncements
The Company considers the applicability and impact of all ASUs. Management periodically reviews new accounting standards that are issued.
In September 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The FASB is issuing the amendments to enhance the transparency and decision usefulness of income tax disclosures. Investors currently rely on the rate reconciliation table and other disclosures, including total income taxes paid, to evaluate income tax risks and opportunities. While investors find these disclosures helpful, they suggested possible enhancements to better (1) understand an entity’s exposure to potential changes in jurisdictional tax legislation and the ensuing risks and opportunities, (2) assess income tax information that affects cash flow forecasts and capital allocation decisions, and (3) identify potential opportunities to increase future cash flows. The FASB decided that the amendments should be effective for public business entities for annual periods 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 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. |
Loans |
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Feb. 29, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| Loans [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| Loans | Note 3 — Loans
The following table presents the Company’s outstanding loans as of February 29, 2024 and August 31, 2023:
In March 2019, The Company entered into a banking facility agreement with UBS AG Singapore Branch, pursuant to which Shanghai OneSmart is entitled to borrow a USD denominated loan of $139 million term facility and $61 million greenshoe facility with a floating interest rate of LIBOR+2.7 %. The term facility has a three-year term from the initial drawdown date and should be repaid in installments. The Company drew down the $139 million term facility in full in March 2019. The proceeds from this term facility were used for the Group’s share repurchase program, working capital, capital expenditure, and other general corporate purposes; and is guaranteed by OneSmart HK and subject to certain financial covenants as defined in the facility agreement. The Company is in default on these loans. |
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Convertible Senior Notes |
6 Months Ended |
|---|---|
Feb. 29, 2024 | |
| Convertible Senior Notes [Abstract] | |
| Convertible senior notes | Note 4 — Convertible senior notes
On February 28, 2020 and March 16, 2020, the Company issued $25 million and $10 million convertible senior notes (the “Notes”) to Yiheng Capital Partners, L.P., (“Yiheng Capital”) and Keenan Capital Fund, LP, (“Keenan Capital”), respectively. Interest shall be payable semi-annually in arrears at a rate of 4.75% per annum on each August 1 and February 1, commencing on August 1, 2020. The Notes will mature on February 28, 2025 and March 16, 2025, respectively unless repurchased or converted in accordance with their terms prior to such date. On January 30, 2022, Yiheng Capital transferred the convertible senior notes to Mr. Kun Wang.
The Notes are unsecured, $25 million Notes convertible into $6.75 per ADS and $10 million Notes convertible into $6.15 per ADS, bear interest at a rate of 4.75% per annum plus additional 2% per annum when in default. In 2022, 2023 and 2024, the Company hasn’t paid the principal and interests of the convertible senior notes. Therefore, the convertible senior notes are in default. |
Lease |
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| Lease [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Lease | Note 5 — Lease
On September 1, 2022, the Group leases office spaces for its operations under non-cancelable operating lease agreement with expiration date in August 2025. The Group has no finance leases. The Company do not assume renewals in our determination of the lease term unless the renewals are reasonably certain to be exercised at lease commencement. The Group’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Lease expenses for the six months ended February 29, 2024 and February 28, 2023 were $5 and $6, respectively.
Supplemental balance sheet information related to operating leases was as follows:
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Shareholders’ equity |
6 Months Ended |
|---|---|
Feb. 29, 2024 | |
| Shareholders' Equity [Abstract] | |
| Shareholders’ equity | Note 6 — Shareholders’ equity
On December 12, 2023, the authorized share capital of the Company, as approved by the shareholders, were changed from US$100,000 divided into 200,000,000 shares of a par value of US$0.0005 each, comprising of (i) 140,000,000 Class A ordinary shares of a par value of US$0.0005 each, (ii) 20,000,000 Class B ordinary shares of a par value of US$0.0005 each, and (iii) 40,000,000 shares of a par value of US$0.0005 each to be designated by the board of directors to US$100,000,000 divided into 20,000,000,000 shares of a par value of US$0.0005 each, comprising of (i) 19,800,000,000 Class A ordinary shares of a par value of US$0.0005 each, (ii) 200,000,000 Class B ordinary shares of a par value of US$0.0005 each.
During the year ending August 31, 2024, the Company issued 153,948,323 Class A ordinary shares at $0.576 per ordinary share for a gross proceed of $88.7 million in December 2023.
As of February 29, 2024, the Company had ordinary shares outstanding comprising of 322,879,516 Class A ordinary shares and Class B ordinary shares, respectively. No Class B ordinary shares were converted into Class A ordinary shares as of February 29, 2024.
As of August 31, 2023, the Company had ordinary shares outstanding comprising of 153,948,323 Class A ordinary shares and Class B ordinary shares, respectively. No Class B ordinary shares were converted into Class A ordinary shares as of August 31, 2023.
Warrants
During the year ended August 31, 2023, the Company issued (i) 42,808,219 warrants on September 1, 2022 with two warrants can be convertible into one Class A ordinary share at an exercise price of $0.701, can be exercised cashlessly after November 30, 2023 and with an expiry date of August 31, 2027, i.e. five years anniversary after issuance date; (ii) 41,806,020 warrants on May 31, 2023 with one warrant can be convertible into one Class A ordinary share at an exercise price of $0.7475, can be exercised cashlessly after August 30, 2023 and with an expiry date of May 30, 2028, i.e. five years anniversary after issuance date; and (iii) 40,109,096 warrants on July 20, 2023 with one warrant can be convertible into one Class A ordinary share at an exercise price of $0.7791, can be exercised cashlessly after October 19, 2023 and with an expiry date of July 19, 2028, i.e. five years anniversary after issuance date.
On January 12, 2024, the Company issued 153,948,323 warrants with one warrant can be convertible into one Class A ordinary share at an exercise price of $0.576 and can be exercised cashlessly after April 12, 2024 and with an expiry date of January 11, 2029.
On February 8, 2024, upon negotiation with the warrant holders, the Company entered into certain warrant amendment agreement with the warrant holders which adjusted warrants from 42,808,219 to 14,982,870, from 41,806,020 to 29,264,210 and from 40,109,096 to 28,076,367.
In February 2024, 14,982,870 warrants were exercised cashlessly into 14,982,870 Class A ordinary shares.
In March 2024, 57,340,577 warrants were exercised cashlessly into 57,340,577 Class A ordinary shares.
As of February 29, 2024 and August 31, 2023, 211,288,900 warrants and 124,723,326 warrants were outstanding. |
Income taxes |
6 Months Ended |
|---|---|
Feb. 29, 2024 | |
| Income taxes [Abstract] | |
| Income taxes | Note 7 — Income taxes
Cayman Islands
Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain arising in Cayman Islands. Additionally, upon payments of dividends to its shareholders, no Cayman Islands withholding tax will be imposed.
British Virgin Islands
Under the current laws of the British Virgin Islands, BVI incorporated companies are not subject to tax on income or capital gains. In addition, upon payments of dividends by the company to its shareholders, no British Virgin Islands withholding tax will be imposed.
Hong Kong
Hong Kong incorporated companies are subject to Hong Kong profits tax of 16.5% on the activities conducted in Hong Kong. No provision for Hong Kong profits tax was made in the consolidated financial statements as it had no assessable income for the years ended August 31, 2021, 2022 and 2023. |
Earnings (loss) per share |
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| Earnings (loss) per share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Earnings (loss) per share | Note 8 — Earnings (loss) per share
Convertible notes and warrants that could potentially dilute basic EPS in the future that were not included in the computation of diluted EPS because to do so would have been antidilutive for the six months ended February 28, 2023 presented and the exercise price of warrants were higher than the average prices for the period. |
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Concentration of major customers and suppliers |
6 Months Ended |
|---|---|
Feb. 29, 2024 | |
| Concentration of major customers and suppliers [Abstract] | |
| Concentration of major customers and suppliers | Note 9 — Concentration of major customers and suppliers
For the six months ended February 29, 2024, five major customers accounted for 26.1%, 25.5%, 24.3%, 12.7% and 11.4% respectively of the Company’s revenue. For the six months ended February 28, 2023, four major customers accounted for 29.9%, 26.9%, 26.7% and 10.9% respectively of the Company’s revenue. Any decrease in revenue to these major customers may negatively impact the Company’s operations and cash flows if the Company fails to increase its sales to other customers.
No single customer accounted for 10% or more of total outstanding accounts receivable balance as of February 29, 2024 and August 31, 2023.
For the six months ended February 29, 2024 and February 28, 2023, one supplier accounted for 100% of cost of revenue. |
Commitments and contingencies |
6 Months Ended | ||||||
|---|---|---|---|---|---|---|---|
Feb. 29, 2024 | |||||||
| Commitments and contingencies [Abstract] | |||||||
| Commitments and contingencies | Note 10 — Commitments and contingencies
As of February 29, 2024 and August 31, 2023, the Company did not have any capital commitment.
There are no claims, lawsuits, investigations and proceedings, including unasserted claims that are probable to be assessed, that have in the recent past caused, or to the Company’s knowledge, are reasonably possible to cause, a material change on the Company’s financial position, results of operations, or cash flow. |
Subsequent events |
6 Months Ended |
|---|---|
Feb. 29, 2024 | |
| Subsequent events [Abstract] | |
| Subsequent events | Note 11 — Subsequent events
Management has reviewed events occurring through the date the consolidated financial statements were issued and, except as disclosed elsewhere in the consolidated financial statements, no subsequent events occurred that require accrual or disclosure. |
Accounting Policies, by Policy (Policies) |
6 Months Ended | ||||||
|---|---|---|---|---|---|---|---|
Feb. 29, 2024 | |||||||
| Summary of Significant Accounting Policies [Abstract] | |||||||
| Basis of presentation and principles of consolidation | Basis of presentation and principles of consolidation 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”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and have been consistently applied. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the audited financial statements and notes thereto for the fiscal years ended August 31, 2023 and 2022. Operating results for the six months ended February 29, 2024 are not necessarily indicative of the results that may be expected for the year ending August 31, 2024. The unaudited condensed consolidated financial statements of the Company reflect the principal activities of the Company’s main operation subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. |
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| Use of estimates | Use of estimates In preparing the unaudited condensed consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the unaudited condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include the valuation of deferred tax assets. Actual results could differ from those estimates. |
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| Foreign currency | Foreign currency The functional currency of the Company and its subsidiaries is the United States Dollars (“$”). The Company uses the United State Dollars as its reporting currency. Transactions denominated in foreign currencies are re-measured into the functional currency at the exchange rates prevailing on the transaction dates. Monetary assets and liabilities denominated in foreign currencies are re-measured at the exchange rates prevailing at the balance sheet date. Non-monetary items that are measured in terms of historical cost in foreign currency are re-measured using the exchange rates at the dates of the initial transactions. Exchange gains and losses are included in the unaudited condensed consolidated statements of income.
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| Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. The cost of inventories is calculated using the weighted average method. Any excess of the cost over the net realizable value of each item of inventories is recognized as a provision for diminution in the value of inventories. Net realizable value is the estimated selling price in the normal course of business less any costs to complete and sell products. The Company evaluates inventories on a yearly basis for its net realizable value adjustments, and reduces the carrying value of those inventories that are obsolete or in excess of the forecasted usage to their estimated net realizable value based on various factors including aging and future demand of each type of inventories. |
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| Impairment of long-lived assets | Impairment of long-lived assets The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances, such as a significant adverse change to market conditions that will impact the future use of the assets, indicate that the carrying amount of an asset may not be fully recoverable. When these events occur, the Company evaluates the recoverability of long-lived assets by comparing the carrying amount of the assets to the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their fair value. Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available. |
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| Fair value of financial instruments | Fair value of financial instruments The FASB ASC Topic 820, Fair Value Measurements, defines fair value, establishes a three-level valuation hierarchy for fair value measurements and enhances disclosure requirements. The three levels are defined as follows: Level 1 - Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data. Level 3 - Inputs to the valuation methodology are unobservable. Financial instruments include cash, loans payable to third parties, short-term and long-term loans, and convertible senior notes. The carrying amounts of these financial instruments approximate their fair values because of their short-term maturities. |
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| Accounts payable | Accounts payable Accounts payable represent liabilities for goods and services provided to the Company prior to the end of the financial year which are unpaid. The amounts are unsecured and are paid on normal commercial terms.
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| Revenue recognition | Revenue recognition Revenue is recognized when control of promised services is transferred to the Company’s customers in amounts of consideration to which the Company expects to be entitled to in exchange for those services. The Company follows the five steps approach for revenue recognition under Topic 606: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue as the Company satisfies a performance obligation. Primary sources of the Company’s revenues are as follows:
To provide modular technical services (such as simulation teaching module, three dimensions teaching module, virtual reality module) to academic and professional training centers. Service contracts are primarily on a fixed price basis. Upon delivery of services, project completion inspection and customer acceptance are generally required. Revenue is recognized at a point in time upon completion of the performance obligation is satisfied and accepted by the customers.
To provide computing resources for data calculation services (such as engineering and scientific research project data calculation and accuracy verification) and for commercial services (such as film and television special effects, 3D animation, advertisement rendering and visualization) to our customers. Service contracts are primarily on a fixed price basis. Upon delivery of services, project completion inspection and customer acceptance are generally required. Revenue is recognized at a point in time upon completion of the performance obligation is satisfied and accepted by the customers. |
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| Cost of revenues | Cost of revenues Cost of revenues consist of costs directly attributable to the performance of AIE and AIU services which are mainly services provided by third parties. |
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| Lease | Lease The Company determines if an arrangement contains a lease at the inception of a contract. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of- use assets and lease liabilities are recognized at the commencement date based on the present value of the remaining future minimum lease payments. As the interest rate implicit in the Company’s leases is not readily determinable, the Company utilizes its actual incremental borrowing rates to discount the lease payments. The Company leases premises for offices under non-cancellable operating leases. Right-of-use assets are expensed over the term of lease. The Company leases do not include options to extend nor any restrictions or covenants. The Company has historically been able to renew its office leases. Under the terms of the lease agreements, the Company has no legal or contractual asset retirement obligations at the end of the lease.
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| Income taxes | Income taxes The Company follows the liability method of accounting for income taxes in accordance with ASC 740 (“ASC 740”), Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rate is recognized in tax expense in the period that includes the enactment date of the change in tax rate. The Company accounted for uncertainties in income taxes in accordance with ASC 740. Interest and penalties related to unrecognized tax benefit recognized in accordance with ASC 740 are classified in the unaudited condensed consolidated statements of income as income tax expense. |
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| Share-based compensation | Share-based compensation The Company applies ASC 718 (“ASC 718”), Compensation - Stock Compensation, to account for its employee share-based payments. In accordance with ASC 718, the Company determines whether an award should be classified and accounted for as a liability award or an equity award. All the Company’s share-based awards to employees were classified as equity awards. In accordance with ASC 718, the Company recognizes share-based compensation cost for equity awards to employees with a performance condition based on the probable outcome of that performance condition. Compensation cost is recognized if it is probable that the performance condition will be achieved. A change in any of the terms or conditions of the awards is accounted for as a modification of the awards. Incremental compensation cost is measured as the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified, measured based on the fair value of the awards and other pertinent factors at the modification date. For vested awards, the Company recognizes incremental compensation cost in the period the modification occurs. For unvested awards, the Company recognizes over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award on the modification date. If the fair value of the modified award is lower than the fair value of the original award immediately before modification, the minimum compensation cost the Company recognizes is the cost of the original award. When the vesting conditions (or other terms) of the equity awards granted to employees are modified, the Company first determines on the modification date whether the original vesting conditions were expected to be satisfied, regardless of the entity’s policy election for accounting for forfeitures. If the original vesting conditions were not expected to be satisfied, the grant date fair value of the original equity awards are ignored and the fair value of the equity awards measured at the modification date are recognized if the modified awards ultimately vest. The Company uses the accelerated method to recognize compensation expense for all awards granted. The Company, with the assistance of an independent third-party valuation firm, determined the fair value of the awards granted to employees. The Company adopted ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, (“ASU 2016-09”) and elected to account for forfeitures as they occur. An award that is cancelled without a replacement award or other form of consideration given to the grantee should be accounted for as a repurchase for no consideration. If an award is cancelled before the completion of the employee’s requisite service period or nonemployee’s vesting period, any previously unrecognized compensation cost should be recognized at the date of the cancellation. Because a cancellation is not the forfeiture of an award, previously recognized compensation cost is not reversed in connection with a cancellation.
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| Earnings/(Loss) per share | Earnings/(Loss) per share Basic earnings/(loss) per share is computed by dividing net income/(loss) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period using the two-class method. Under the two-class method, net income/(loss) is allocated between ordinary shares and other participating securities based on their participating rights. Diluted earnings/(loss) per share is calculated by dividing net income/(loss) attributable to ordinary shareholders by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of the ordinary shares issuable upon the conversion of the Company’s convertible senior notes using the if-converted method and ordinary shares issuable upon the exercise of warrants using the treasury stock method. Ordinary equivalent shares are not included in the denominator of the diluted loss per share calculation when inclusion of such shares would be anti-dilutive. Basic and diluted earnings/(loss) per share are not reported separately for Class A or Class B ordinary shares (the “Ordinary Shares”) as each class of shares has the same rights to undistributed and distributed earnings. |
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| Segment reporting | Segment reporting In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision making Company, in deciding how to allocate resources and in assessing performance. The Company has only one reportable segment since the Company does not distinguish revenues, costs and expenses by operating segments in its internal reporting, and reports costs and expenses by nature as a whole. The Company’s CODM, who has been identified as the CEO, reviews the consolidated results when making decisions about allocating resources and assessing performance of the Company as a whole. As the Company generates all of its revenue in the British Virgin Islands, no geographical segments are presented. |
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| Recent accounting pronouncements | Recent accounting pronouncements The Company considers the applicability and impact of all ASUs. Management periodically reviews new accounting standards that are issued. In September 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The FASB is issuing the amendments to enhance the transparency and decision usefulness of income tax disclosures. Investors currently rely on the rate reconciliation table and other disclosures, including total income taxes paid, to evaluate income tax risks and opportunities. While investors find these disclosures helpful, they suggested possible enhancements to better (1) understand an entity’s exposure to potential changes in jurisdictional tax legislation and the ensuing risks and opportunities, (2) assess income tax information that affects cash flow forecasts and capital allocation decisions, and (3) identify potential opportunities to increase future cash flows. The FASB decided that the amendments should be effective for public business entities for annual periods 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 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. |
Organization and Principal Activities (Tables) |
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| Organization and Principal Activities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of the Company’s Subsidiaries | Details of the Company’s subsidiaries as of February 29, 2024
are as follows:
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Loans (Tables) |
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| Loans [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Company’s Outstanding Loans | The following table presents the Company’s
outstanding loans as of February 29, 2024 and August 31, 2023:
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Lease (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Feb. 29, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Lease [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Supplemental Balance Sheet Information Related to Operating Leases | Supplemental balance sheet information related
to operating leases was as follows:
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| Schedule of Maturities of Lease Liability |
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Earnings (loss) per share (Tables) |
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Feb. 29, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Earnings (loss) per share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Basic and Diluted Net Income Per Share |
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Organization and Principal Activities (Details) $ in Millions |
6 Months Ended |
|---|---|
|
Feb. 29, 2024
USD ($)
| |
| Organization and Principal Activities [Abstract] | |
| Exchange for cash consideration | $ 1.0 |
Loans (Details) $ in Millions |
Mar. 31, 2019
USD ($)
|
|---|---|
| Loans [Abstract] | |
| Long-term loans | $ 139 |
| Long-term loans of term facility | $ 61 |
| Floating interest rate | 2.70% |
| Debt repaid | $ 139 |
Loans (Details) - Schedule of Company’s Outstanding Loans - USD ($) |
Feb. 29, 2024 |
Aug. 31, 2023 |
|---|---|---|
| Schedule of Company’s Outstanding Loans [Abstract] | ||
| Long-term loans, current portion | $ 61,240 | $ 61,240 |
| Total | $ 61,240 | $ 61,240 |
Convertible Senior Notes (Details) - USD ($) $ / shares in Units, $ in Millions |
6 Months Ended | ||||
|---|---|---|---|---|---|
Mar. 16, 2020 |
Feb. 28, 2020 |
Feb. 29, 2024 |
Aug. 01, 2020 |
Feb. 01, 2020 |
|
| Convertible Senior Notes [Line Items] | |||||
| Issued of convertible senior notes | $ 10 | $ 25 | |||
| Interest rate, Percentage | 4.75% | 4.75% | |||
| Unsecured amount | $ 25 | ||||
| Notes convertible amount | $ 10 | ||||
| Additional Interest Percentage | 2.00% | ||||
| Convertible Senior Notes [Member] | |||||
| Convertible Senior Notes [Line Items] | |||||
| Interest rate, Percentage | 4.75% | ||||
| Bear interest at a rate | 4.75% | ||||
| Maximum [Member] | American Depository Share [Member] | |||||
| Convertible Senior Notes [Line Items] | |||||
| Convertible price per share | $ 6.75 | ||||
| Minimum [Member] | American Depository Share [Member] | |||||
| Convertible Senior Notes [Line Items] | |||||
| Convertible price per share | $ 6.15 |
Lease (Details) - USD ($) |
6 Months Ended | |
|---|---|---|
Feb. 29, 2024 |
Feb. 28, 2023 |
|
| Lease [Abstract] | ||
| Lease expense | $ 5 | $ 6 |
Lease (Details) - Schedule of Supplemental Balance Sheet Information Related to Operating Leases - USD ($) |
Feb. 29, 2024 |
Aug. 31, 2023 |
|---|---|---|
| Schedule of Supplemental Balance Sheet Information Related to Operating Leases [Abstract] | ||
| Right-of-use assets under operating leases | $ 18 | $ 24 |
| Operating lease liabilities, current | 31 | 24 |
| Operating lease liabilities, non-current | 6 | 12 |
| Total operating lease liabilities | $ 37 | $ 36 |
Lease (Details) - Schedule of Maturities of Lease Liability - USD ($) |
Feb. 29, 2024 |
Aug. 31, 2023 |
|---|---|---|
| Schedule of Maturities of Lease Liability [Abstract] | ||
| Fiscal year 2024 | $ 31 | |
| Fiscal year 2025 | 6 | |
| Total Future minimum lease payments | 37 | |
| Less: Imputed interest | ||
| Total | $ 37 | $ 36 |
Shareholders’ equity (Details) - USD ($) $ / shares in Units, $ in Millions |
1 Months Ended | 6 Months Ended | |||||
|---|---|---|---|---|---|---|---|
Feb. 08, 2024 |
Jan. 12, 2024 |
Aug. 31, 2024 |
Dec. 31, 2023 |
Feb. 29, 2024 |
Mar. 31, 2024 |
Aug. 31, 2023 |
|
| Shareholders’ equity [Line Items] | |||||||
| Ordinary shares, description | the authorized share capital of the Company, as approved by the shareholders, were changed from US$100,000 divided into 200,000,000 shares of a par value of US$0.0005 each, comprising of (i) 140,000,000 Class A ordinary shares of a par value of US$0.0005 each, (ii) 20,000,000 Class B ordinary shares of a par value of US$0.0005 each, and (iii) 40,000,000 shares of a par value of US$0.0005 each to be designated by the board of directors to US$100,000,000 divided into 20,000,000,000 shares of a par value of US$0.0005 each, comprising of (i) 19,800,000,000 Class A ordinary shares of a par value of US$0.0005 each, (ii) 200,000,000 Class B ordinary shares of a par value of US$0.0005 each. | ||||||
| Ordinary shares par value (in Dollars per share) | $ 0.0005 | $ 0.0005 | |||||
| Shares outstanding | 323,000,000 | 154,000,000 | |||||
| Warrant description | (i) 42,808,219 warrants on September 1, 2022 with two warrants can be convertible into one Class A ordinary share at an exercise price of $0.701, can be exercised cashlessly after November 30, 2023 and with an expiry date of August 31, 2027, i.e. five years anniversary after issuance date; (ii) 41,806,020 warrants on May 31, 2023 with one warrant can be convertible into one Class A ordinary share at an exercise price of $0.7475, can be exercised cashlessly after August 30, 2023 and with an expiry date of May 30, 2028, i.e. five years anniversary after issuance date; and (iii) 40,109,096 warrants on July 20, 2023 with one warrant can be convertible into one Class A ordinary share at an exercise price of $0.7791, can be exercised cashlessly after October 19, 2023 and with an expiry date of July 19, 2028, i.e. five years anniversary after issuance date. | ||||||
| Convertible shares | 1 | ||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.576 | ||||||
| Warrants outstanding | 14,982,870 | 57,340,577 | |||||
| Warrant [Member] | |||||||
| Shareholders’ equity [Line Items] | |||||||
| Number of warrants issued | 153,948,323 | ||||||
| Warrants shares | 1 | ||||||
| Warrants outstanding | 211,288,900 | 124,723,326 | |||||
| Maximum [Member] | |||||||
| Shareholders’ equity [Line Items] | |||||||
| Warrants exercised | 40,109,096 | ||||||
| Maximum [Member] | Warrant [Member] | |||||||
| Shareholders’ equity [Line Items] | |||||||
| Warrants exercised | 42,808,219 | ||||||
| Maximum [Member] | Warrant Amendment Agreement [Member] | |||||||
| Shareholders’ equity [Line Items] | |||||||
| Warrants exercised | 41,806,020 | ||||||
| Minimum [Member] | |||||||
| Shareholders’ equity [Line Items] | |||||||
| Warrants exercised | 28,076,367 | ||||||
| Minimum [Member] | Warrant [Member] | |||||||
| Shareholders’ equity [Line Items] | |||||||
| Warrants exercised | 14,982,870 | ||||||
| Minimum [Member] | Warrant Amendment Agreement [Member] | |||||||
| Shareholders’ equity [Line Items] | |||||||
| Warrants exercised | 29,264,210 | ||||||
| Class A ordinary [Member] | |||||||
| Shareholders’ equity [Line Items] | |||||||
| Ordinary shares gross proceed (in Dollars) | $ 88.7 | ||||||
| Shares outstanding | 322,879,516 | 153,948,323 | |||||
| Warrants outstanding | 14,982,870 | 57,340,577 | |||||
| Class B Ordinary Shares [Member] | |||||||
| Shareholders’ equity [Line Items] | |||||||
| Shares outstanding | |||||||
| Forecast [Member] | Class A ordinary [Member] | |||||||
| Shareholders’ equity [Line Items] | |||||||
| Ordinary shares issued | 153,948,323 | ||||||
| Ordinary shares par value (in Dollars per share) | $ 0.576 | ||||||
Income taxes (Details) |
6 Months Ended |
|---|---|
Feb. 29, 2024 | |
| Hong Kong [Member] | |
| Income taxes [Line Items] | |
| Percentage of profit tax | 16.50% |
Earnings (loss) per share (Details) - Schedule of Basic and Diluted Net Income Per Share - USD ($) |
6 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|
Feb. 29, 2024 |
Feb. 28, 2023 |
Dec. 31, 2024 |
Aug. 31, 2023 |
|
| Earnings (loss) per share [Abstract] | ||||
| Net loss available for ordinary shareholders (A) (in Dollars) | $ (5,262) | $ (412,861) | $ (5,262) | $ (412,861) |
| - continuing operations (in Dollars) | $ (5,262) | $ 2,016 | (5,262) | 2,016 |
| - discontinued operations (in Dollars) | $ (414,877) | |||
| Weighted average outstanding ordinary shares (B) | ||||
| - basic (in Shares) | 196,795 | 71,796 | ||
| - diluted (in Shares) | 319,826 | 93,645 | ||
| Earnings (loss) per ordinary share - basic (A/B) | $ (0.03) | $ (5.75) | ||
| - Continuing operations | $ (0.03) | $ 0.03 | (0.03) | 0.03 |
| - Discontinued operations | (5.78) | (5.78) | ||
| Earnings (loss) per ordinary share - diluted (A/B) | (0.03) | (5.75) | ||
| - Continuing operations | (0.03) | 0.03 | (0.03) | 0.03 |
| - Discontinued operations | $ (5.78) | $ (5.78) | ||
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