Document and Entity Information
Document and Entity Information | 12 Months Ended |
Jun. 30, 2023 shares | |
Document Information | |
Document Type | 20-F |
Document Registration Statement | false |
Document Annual Report | true |
Document Period End Date | Jun. 30, 2023 |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-38857 |
Entity Registrant Name | Bit Origin Ltd |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | 27F, Samsung Hub |
Entity Address, Address Line Two | 3 Church Street |
Entity Address, Country | SG |
Entity Address, Postal Zip Code | 049483 |
Title of 12(g) Security | Ordinary shares, par value $0.30 per share |
Trading Symbol | BTOG |
Security Exchange Name | NASDAQ |
Entity Common Stock, Shares Outstanding | 3,381,092 |
Entity Well Known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Document Financial Statement Error Correction [Flag] | false |
Document Accounting Standard | U.S. GAAP |
Entity Shell Company | false |
Entity Central Index Key | 0001735556 |
Current Fiscal Year End Date | --06-30 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | FY |
Amendment Flag | false |
Auditor Name | WWC, P.C. |
Auditor Firm ID | 1171 |
Auditor Location | San Mateo, California |
Business Contact | |
Document Information | |
Entity Address, Address Line One | 27F, Samsung Hub |
Entity Address, Address Line Two | 3 Church Street |
Entity Address, Country | SG |
Entity Address, Postal Zip Code | 049483 |
Contact Personnel Name | Lucas Wang |
City Area Code | 347 |
Contact Personnel Email Address | ir@bitorigin.io |
Local Phone Number | 556-4747 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 16,274 | $ 17,805 |
Cryptocurrencies | 2,084,330 | 141,888 |
Prepayments | 343,597 | 18,196,425 |
Security deposits | 660,552 | 1,151,851 |
Goods and services tax receivable | 349,960 | 349,960 |
Total current assets | 3,572,925 | 23,928,794 |
NON-CURRENT ASSETS | ||
Plant and equipment, net | 7,373,205 | 8,026,130 |
Long-term investment | 2,389,698 | 3,000,000 |
Total non-current assets | 9,762,903 | 11,026,130 |
Total assets | 13,335,828 | 34,954,924 |
CURRENT LIABILITIES | ||
Loans from third party | 819,000 | |
Convertible debenture, net | 770,467 | |
Accounts payable | 667,912 | |
Other payables and accrued liabilities | 331,046 | 299,968 |
Total current liabilities | 2,588,425 | 299,968 |
NON-CURRENT LIABILITIES | ||
Convertible debenture, net | 486,332 | |
Total non-current liabilities | 486,332 | |
Total liabilities | 3,074,757 | 299,968 |
COMMITMENTS AND CONTINGENCIES (Note 15) | ||
SHAREHOLDERS' EQUITY | ||
Ordinary shares, $0.3 par value, 10,000,000 shares authorized, 3,381,092 and 3,061,910 shares issued and outstanding as of June 30, 2023 and 2022, respectively | 1,014,328 | 918,573 |
Additional paid-in capital | 73,446,519 | 69,719,807 |
Accumulated deficit | (64,199,776) | (35,983,424) |
Total Bit Origin Ltd shareholders' equity | 10,261,071 | 34,654,956 |
Total equity | 10,261,071 | 34,654,956 |
Total liabilities and shareholders' equity | 13,335,828 | 34,954,924 |
Related Party | ||
CURRENT ASSETS | ||
Other receivables | $ 118,212 | 3,715,962 |
Nonrelated Party | ||
CURRENT ASSETS | ||
Other receivables | $ 354,903 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) | Jun. 30, 2023 $ / shares shares | Jun. 30, 2022 $ / shares shares |
CONSOLIDATED BALANCE SHEETS | ||
Ordinary shares, par value | $ / shares | $ 0.3 | $ 0.3 |
Ordinary shares, shares authorized | 10,000,000 | 10,000,000 |
Ordinary shares, shares issued | 3,381,092 | 3,061,910 |
Ordinary shares, shares outstanding | 3,381,092 | 3,061,910 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
REVENUES | |||
Total revenues | $ 6,261,091 | $ 192,351 | |
COST OF REVENUES | |||
Total cost of revenues | 10,826,620 | 403,384 | |
GROSS LOSS | (4,565,529) | (211,033) | |
OPERATING EXPENSES: | |||
General and administrative | 2,914,612 | 4,225,149 | $ 1,585,052 |
Provision for doubtful accounts | 3,273,860 | ||
Impairment loss of cryptocurrencies | 181,263 | 50,463 | |
Impairment loss of mining equipment | 16,691,803 | 0 | |
Impairment loss of long-term investment | 610,302 | 0 | 0 |
Share compensation expense | 67,271 | 1,622,086 | 1,889,173 |
Total operating expenses | 23,739,111 | 5,897,698 | 3,474,225 |
LOSS FROM OPERATIONS | (28,304,640) | (6,108,731) | (3,474,225) |
OTHER INCOME (EXPENSE) | |||
Realized gain on sale/exchange of cryptocurrencies | 676,015 | ||
Interest expense | (227,376) | (54,137) | (156,048) |
Other finance expenses | (360,351) | (3,429) | (134,960) |
Other expenses, net | (128) | ||
Gain on debt settlements | 823,749 | 125,215 | |
Total other income (expenses), net | 88,288 | 766,055 | (165,793) |
LOSS BEFORE INCOME TAXES | (28,216,352) | (5,342,676) | (3,640,018) |
NET LOSS FROM CONTINUING OPERATIONS | (28,216,352) | (5,342,676) | (3,640,018) |
DISCONTINUED OPERATIONS | |||
Loss from discontinued operations, net of applicable income taxes | (30,933,269) | (43,442,949) | |
Net gain on sale of discontinued operations, net of applicable income taxes | 34,110,454 | ||
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS | 3,177,185 | (43,442,949) | |
NET LOSS | (28,216,352) | (2,165,491) | (47,082,967) |
Less: Net loss attributable to non-controlling interest from discontinued operations | (5,404,881) | (1,473,448) | |
NET (LOSS) INCOME ATTRIBUTABLE TO BIT ORIGIN LTD | (28,216,352) | 3,239,390 | (45,609,519) |
OTHER COMPREHENSIVE INCOME | |||
Foreign currency translation adjustment | 363,880 | 2,031,732 | |
TOTAL COMPREHENSIVE LOSS | (28,216,352) | (1,801,611) | (45,051,235) |
Less: Comprehensive loss attributable to non-controlling interests from discontinued operations | (5,485,241) | (1,418,708) | |
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO BIT ORIGIN LTD | $ (28,216,352) | $ 3,683,630 | $ (43,632,527) |
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES | |||
Basic | 3,318,968 | 2,016,459 | 1,106,479 |
Diluted | 3,314,942 | 2,016,459 | 1,106,479 |
(LOSS) EARNINGS PER SHARE - BASIC | |||
Continuing operations | $ (8.50) | $ (2.65) | $ (3.29) |
Discontinued operations | 1.58 | (39.26) | |
(LOSS) EARNINGS PER SHARE - DILUTED | |||
Continuing operations | $ (8.51) | (2.65) | (3.29) |
Discontinued operations | $ 1.58 | $ (39.26) | |
Cryptocurrencies | |||
REVENUES | |||
Total revenues | $ 6,261,091 | $ 192,351 | |
COST OF REVENUES | |||
Total cost of revenues | $ 10,826,620 | $ 403,384 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Parenthetical) | May 23, 2023 |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | |
Reverse share split | 0.03 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Ordinary Shares | Additional paid-in capital | Deferred share compensation | Statutory reserves | Unrestricted | Accumulated other comprehensive loss | Noncontrolling Interests | Total |
Balance at the beginning at Jun. 30, 2020 | $ 239,711 | $ 15,765,411 | $ (47,708) | $ 1,670,367 | $ 7,034,899 | $ (856,218) | $ 3,020,374 | $ 26,826,836 |
Balance at the beginning (in shares) at Jun. 30, 2020 | 799,035 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Sales of ordinary shares | $ 86,238 | 8,905,927 | 0 | 0 | 0 | 8,992,165 | ||
Sales of ordinary shares (in shares) | 287,459 | |||||||
Issuance of ordinary shares for services | $ 18,730 | 1,460,385 | (21,140) | 0 | 0 | 0 | 1,457,975 | |
Issuance of ordinary shares for services (in shares) | 62,433 | |||||||
Issuance of ordinary shares for compensation | $ 2,000 | 266,000 | (268,000) | 0 | 0 | 0 | 0 | |
Issuance of ordinary shares for compensation (in shares) | 6,667 | |||||||
Amortization of deferred share compensation | $ 0 | 0 | 0 | 0 | 0 | 315,708 | ||
Options issued to directors | 0 | 30,490 | 0 | 0 | 0 | 30,490 | ||
Conversion convertible debenture into ordinary shares | $ 51,218 | 5,015,070 | 0 | 0 | 0 | 5,066,288 | ||
Conversion convertible debenture into ordinary shares (in shares) | 170,727 | |||||||
Issuance of ordinary shares for debt settlements | $ 9,270 | 732,515 | 0 | 0 | 0 | 741,785 | ||
Issuance of ordinary shares for debt settlements (in shares) | 30,900 | |||||||
Net income (loss) | $ 0 | 0 | 0 | (45,609,519) | 0 | (1,473,448) | (47,082,967) | |
Statutory reserves | 315,708 | |||||||
Foreign currency translation adjustment | 0 | 0 | 0 | 0 | 1,976,992 | 54,740 | 2,031,732 | |
Balance at the end at Jun. 30, 2021 | $ 407,167 | 32,175,798 | (21,140) | 1,670,367 | (38,574,620) | 1,120,774 | 1,601,666 | (1,619,988) |
Balance at the end (in shares) at Jun. 30, 2021 | 1,357,221 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Sales of ordinary shares | $ 465,743 | 34,578,781 | 0 | 0 | 0 | 35,044,524 | ||
Sales of ordinary shares (in shares) | 1,552,477 | |||||||
Issuance of ordinary shares for services | $ 2,500 | 247,500 | 0 | 0 | 0 | 250,000 | ||
Issuance of ordinary shares for services (in shares) | 8,334 | |||||||
Issuance of ordinary shares for compensation | $ 15,800 | 1,335,146 | 0 | 0 | 0 | 1,350,946 | ||
Issuance of ordinary shares for compensation (in shares) | 52,668 | |||||||
Amortization of deferred share compensation | $ 0 | 0 | $ 21,140 | 0 | 0 | 0 | 21,140 | |
Issuance of ordinary shares for JMC purchase | $ 6,000 | (6,000) | 0 | 0 | 0 | 0 | ||
Issuance of ordinary shares for JMC purchase (in shares) | 20,000 | |||||||
Conversion convertible debenture into ordinary shares | $ 21,363 | 1,388,582 | 0 | 0 | 0 | 1,409,945 | ||
Conversion convertible debenture into ordinary shares (in shares) | 71,210 | |||||||
Deconsolidation of discontinued operations | $ 0 | 0 | (1,670,367) | (648,194) | (1,565,014) | 3,883,575 | 0 | |
Net income (loss) | 0 | 0 | 0 | 3,239,390 | 0 | (5,404,881) | (2,165,491) | |
Foreign currency translation adjustment | 0 | 0 | 0 | 0 | 444,240 | $ (80,360) | 363,880 | |
Balance at the end at Jun. 30, 2022 | $ 918,573 | 69,719,807 | 0 | (35,983,424) | 0 | 34,654,956 | ||
Balance at the end (in shares) at Jun. 30, 2022 | 3,061,910 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of ordinary shares for compensation | $ 3,951 | 63,320 | 0 | 0 | 0 | 67,271 | ||
Issuance of ordinary shares for compensation (in shares) | 13,169 | |||||||
Additional ordinary shares of round-up adjustment for reverse share split | $ 4,948 | (4,948) | 0 | 0 | 0 | 0 | ||
Additional ordinary shares of round-up adjustment for reverse share split (in shares) | 16,493 | |||||||
Issuance of ordinary shares for equipment purchase | $ 86,856 | 3,023,144 | 0 | 0 | 0 | 3,110,000 | ||
Issuance of ordinary shares for equipment purchase (in shares) | 289,520 | |||||||
Warrants issued with convertible debenture | $ 0 | 645,196 | 0 | 0 | 0 | 645,196 | ||
Net income (loss) | 0 | 0 | 0 | (28,216,352) | 0 | (28,216,352) | ||
Balance at the end at Jun. 30, 2023 | $ 1,014,328 | $ 73,446,519 | $ 0 | $ (64,199,776) | $ 0 | $ 10,261,071 | ||
Balance at the end (in shares) at Jun. 30, 2023 | 3,381,092 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) | May 23, 2023 |
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY | |
Reverse share split | 0.03 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (28,216,352) | $ (2,165,491) | $ (47,082,967) |
Net income (loss) from discontinued operations | 3,177,185 | (43,442,949) | |
Net loss from continuing operations | (28,216,352) | (5,342,676) | (3,640,018) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 5,361,955 | 276,763 | |
Provision for doubtful accounts | 3,273,860 | ||
Cryptocurrencies - mining, net of mining pool operating fees | (5,832,252) | (192,351) | |
Realized gain on sale/exchange of cryptocurrencies | (676,015) | ||
Impairment loss of cryptocurrencies | 181,263 | 50,463 | |
Impairment loss of mining equipment | 16,691,803 | 0 | |
Impairment loss of long-term investment | 610,302 | 0 | 0 |
Share compensation expense | 67,271 | 1,622,086 | 1,889,173 |
Amortization of convertible debenture issuance cost and discount | 357,995 | 131,688 | |
Interest expense of convertible debenture | 190,996 | 54,137 | 156,048 |
Interest expense of third party loans | 36,380 | ||
Gain on debt settlement | (823,749) | (125,215) | |
Changes in operating assets and liabilities | |||
Other receivables | 1,014,989 | (686,750) | 28,940 |
Prepayments | (322,972) | (18,066,337) | (111,682) |
Security deposits | (199,800) | (1,151,851) | |
Accounts payable | 667,912 | ||
Other payables and accrued liabilities | 31,078 | 294,809 | 276,210 |
Taxes payable | (349,960) | ||
Net cash used in operating activities from continuing operations | (6,761,587) | (24,315,416) | (1,394,856) |
Net cash provided by (used in) operating activities from discontinued operations | 10,080,079 | (8,992,926) | |
Net cash used in operating activities | (6,761,587) | (14,235,337) | (10,387,782) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Proceeds from sale of cryptocurrencies | 4,384,562 | ||
Purchases of plant and equipment | (115,033) | (8,302,893) | |
Long-term investment | (3,000,000) | ||
Net cash provided by (used in) investing activities from continuing operations | 4,269,529 | (11,302,893) | |
Net cash used in investing activities from discontinued operations | (3,177) | ||
Net cash provided by (used in) investing activities | 4,269,529 | (11,306,070) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Repayments from other receivables - related parties, net | 354,903 | ||
Proceeds from other payables - related parties, net | 645,096 | 297,393 | |
Proceeds from issuance of ordinary shares through public offerings | 35,044,524 | ||
Proceeds from issuance of ordinary shares through private offerings | 8,992,165 | ||
Proceeds from third party loans | 819,000 | ||
Payments of convertible debenture interest expense | (190,996) | (54,137) | (156,048) |
Payments of third party loans interest expense | (36,380) | ||
Proceeds from convertible debentures, net of issuance costs | 1,844,000 | 1,300,000 | |
Repayments of convertible debenture | (300,000) | ||
Net cash provided by financing activities from continuing operations | 2,490,527 | 35,635,483 | 10,433,510 |
Net cash used in financing activities from discontinued operations | (9,698,610) | (1,935,391) | |
Net cash provided by financing activities | 2,490,527 | 25,936,873 | 8,498,119 |
EFFECT OF EXCHANGE RATE ON CASH | (7,487) | 459,834 | |
CHANGES IN CASH AND CASH EQUIVALENTS | (1,531) | 387,979 | (1,429,829) |
CASH AND CASH EQUIVALENTS, beginning of year | 493,910 | 105,931 | 1,535,760 |
CASH AND CASH EQUIVALENTS, end of year | 16,274 | 493,910 | 105,931 |
LESS: CASH FROM DISCONTINUED OPERATIONS | 476,105 | 103,988 | |
CASH FROM CONTINUING OPERATIONS | 16,274 | 17,805 | 1,943 |
SUPPLEMENTAL CASH FLOW INFORMATION: | |||
Cash paid for interest | $ 89,589 | 644,319 | |
NON-CASH TRANSACTIONS OF INVESTING AND FINANCING ACTIVITIES | |||
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 11,568 | ||
Other receivable - related party from disposal of subsidiary | 1,000,000 | ||
Conversion of convertible debenture into ordinary shares | $ 1,300,000 | 5,066,288 | |
Conversion of debts into ordinary shares | $ 741,785 |
Nature of business and organiza
Nature of business and organization | 12 Months Ended |
Jun. 30, 2023 | |
Nature of business and organization | |
Nature of business and organization | Note 1 – Nature of business and organization Organization Bit Origin Ltd (“Bit Origin” or the “Company”), formerly known as China Xiangtai Food Co., Ltd., is a holding company incorporated on January 23, 2018, under the laws of the Cayman Islands. Bit Origin has no substantive operations other than holding all of the outstanding share capital of the following entities: ● SonicHash Inc, (“SonicHash Canada”), SonicHash Pte. Ltd (“SonicHash Singapore”) and SonicHash LLC (SonicHash US). ● WVM (“Xiangtai BVI”) is a holding company holding all of the outstanding equity of CVS Limited, (“Xiangtai HK”). Xiangtai HK is also a holding company holding all of the outstanding equity of Chongqing Jinghuangtai Business Management Consulting Co., Ltd. (“Xiangtai WFOE”), which controls subsidiaries and variable interest entities (VIEs) based in China. The Company disposed Xiangtai BVI on April 27, 2022. ● China Silanchi Holding Limited (“Silanchi”) is a holding company holding all of the outstanding equity of Haochuangge Limited, (“Haochuangge HK”). Haochuangge HK is also a holding company holding all of the outstanding equity of Beijing Gangyixing Technology Ltd. (“Gangyixing WFOE”), which controls Beijing Fu Tong Ge Technology Co., Ltd. (“Fu Tong Ge”), a VIE based in China. Silanchi and its subsidiaries and VIEs are currently not engaging in any active business. The Company disposed Silanchi on April 27, 2022. Business Overview The Company has been focusing on its cryptocurrency mining operations through its newly incorporated subsidiaries SonicHash Canada, SonicHash Singapore and SonicHash LLC since December 2021. On December 14, 2021, the Company formed SonicHash Canada, a company incorporated under the laws of Alberta, Canada. On December 16, 2021, the Company formed SonicHash Singapore, a company incorporated under the laws of Singapore. On December 17, 2021, the Company formed SonicHash US under the laws of the State of Delaware. The Company holds 100% equity interest in SonicHash Canada, SonicHash Singapore and SonicHash US, which mainly engage in cryptocurrency mining related operation and management. As of June 30, 2023, the Company had purchased 4,250 units of cryptocurrency mining equipment, and all the units were in stock in a mining facility in Marion Indiana, U.S. By the end of September 2023, all the cryptocurrency mining equipment have been moved to the mining facility in Wyoming, U.S. The Company, through its VIEs contractual with Xiangtai WFOE, Chongqing Penglin Food Co., Ltd. (“CQ Penglin”) and Chongqing Ji Mao Cang Feed Co., Ltd. (“JMC”), and through its wholly-owned subsidiaries, Guang’an Yongpeng Food Co., Ltd. (“GA Yongpeng”) and Chongqing Pengmei Supermarket Co. Ltd. (“CQ Pengmei”), engaged in slaughtering, processing, packing and selling various processed meat products business and raw feed materials wholesales business. The Company disposed those businesses on April 27, 2022 (See Note 3). As a result, the historic results of operations for the Company’s grocery stores business are reported as discontinued operations under the guidance of Accounting Standards Codification 205. Historic Business Acquisition On July 2, 2018, the Company acquired CQ Pengmei that operated two On April 3, 2020, the Company entered into a Share Purchase Agreement (“SPA”) with Xiangtai WFOE, JMC, which engages in raw feed material and formula solution wholesales business, and the shareholders of JMC (“JMC Shareholders”). Pursuant to the SPA, the Company shall issue to the shareholder who owns 51% of JMC’s equity interest 2,000,000 duly authorized, fully paid and nonassessable ordinary shares of the Company, valued at a price of $1.77 per share, the closing price of the Company’s ordinary share on April 3, 2020, for an aggregate discounted purchase price of $2,658,909 with probability of contingent considerations, subject to the milestones as specified in the SPA, in exchange for JMC Shareholders’ agreement to cause JMC to enter into certain VIE agreements with Xiangtai WFOE, through which WFOE shall have the right to control, manage and operate JMC in return for a service fee equal to 51% of JMC’s after-tax net income. According to the milestones, 1,600,000 shares were issued to JMC shareholders as of June 30, 2022. The remaining contingent 400,000 shares which shall be issued to JMC shareholders before August 7, 2022 will not be issued as the business was disposed on April 27, 2022. On September 3, 2020, the Company entered into a share purchase agreement with Silanchi, a British Virgin Islands company, and China Gelingge Holding Limitied and China Yaxinge Holding Limited, the shareholders of Silanchi, who collectively hold 100% equity interest of Silanchi and to deliver a total consideration of US$100 in exchange for acquiring 98% equity interest of Silanchi. Silanchi was established on December 12, 2019 and was disposed on April 27, 2022. Consolidation Scope The accompanying consolidated financial statements reflect the activities of Bit Origin and each of the following entities: Name Background Ownership SonicHash Canada · 100% owned by Bit Origin SonicHash Singapore · 100% owned by Bit Origin SonicHash US · 100% owned by Bit Origin Xiangtai BVI · 100% owned by Bit Origin Xiangtai HK · A Hong Kong company 100% owned by Xiangtai BVI Xiangtai WFOE · A PRC limited liability company and deemed a wholly foreign-owned enterprise (“WFOE”) 100% owned by Xiangtai HK CQ Penglin · A PRC limited liability company VIE of Xiangtai WFOE GA Yongpeng · A PRC limited liability company 100% owned by Xiangtai WFOE CQ Pengmei · A PRC limited liability company 100% owned by Xiangtai WFOE JMC · A PRC limited liability company 51 % VIE of Xiangtai WFOE Silanchi · A British Virgin Islands company 100% owned by Bit Origin Haochuangge · A Hong Kong company 100% owned by Silanchi Gangyixing WFOE · A PRC limited liability company and deemed a wholly foreign-owned enterprise (“WFOE”) 100% owned by Haochuangge Fu Tong Ge · A PRC limited liability company VIE of Gangyixing WFOE |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Jun. 30, 2023 | |
Summary of significant accounting policies | |
Summary of significant accounting policies | Note 2 – Summary of significant accounting policies Liquidity In assessing the Company’s liquidity, the Company monitors and analyzes the cash on-hand and its operating expenditure commitments. The Company’s liquidity needs are to meet its working capital requirements and operating expenses obligations. To date, the Company has financed its operations primarily through cash flows from operations and proceeds from financial institutions or third-party loans. As of June 30, 2023, the Company had working capital of approximately $1.0 million. The Company engages in Bitcoin mining business, the Bitcoins it mined can be used to pledge and finance. In addition, equity financing has been utilized to finance the Company’s working capital requirements and capital expenditures. Based on the above considerations, management is of the opinion that the Company has sufficient funds to meet its working capital requirements for the next twelve months from the date of this report. Basis of presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (SEC), regarding financial reporting, and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results. Principles of consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances are eliminated upon consolidation. The Company accounts for its noncontrolling interests in joint ventures or partnerships where the Company has influence over financial and operational matters, generally 50% or less ownership interest, under the equity method of accounting. In such cases, the original investments are recorded at cost and adjusted for our share of earnings, losses, and distributions. Distributions received from equity method investees are accounted for under the cumulative earnings approach on the Company’s consolidated statements of cash flows. Use of estimates and assumptions In presenting the consolidated financial statements in accordance with U.S. GAAP, management make estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgement and available information. Accordingly, actual results could differ from those estimates. On an ongoing basis, management reviews these estimates and assumptions using the currently available information. Changes in facts and circumstances may cause the Company to revise its estimates. The Company bases its estimates on past experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. The inputs into our judgments and estimates consider the economic implications of COVID-19 on the Company’s critical and significant accounting estimates. Significant estimates are used when accounting for items and matters including standalone selling price of each distinct performance obligation in revenue recognition, determinations of the useful lives and impairment of long-lived assets, allowances for doubtful accounts, realization of deferred tax assets and uncertain tax position, fair value of the Company’s share price to determine the beneficial conversion feature (“BCF”) within the convertible debentures, fair value of the share-based compensation, and fair value of the warrants issued. Foreign currency translation and transaction The reporting currency of the Company is the U.S. dollar. Disposed Xiangtai BVI conducted its businesses in the local currency, Renminbi (RMB), as its functional currency. Assets and liabilities of disposed entities are translated at the unified exchange rate as quoted by the People’s Bank of China at the end of the period. The Company’s results of discontinued operations and cash flows are translated at the average translation rates and the equity accounts are translated at historical rates. Translation adjustments resulting from this process are included in accumulated other comprehensive income (loss). Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. The average translation rate applied to the consolidated statements of discontinued operations and comprehensive income (loss) and cash flows for the ten months ended April 30, 2022 was 6.41 RMB to $1.00. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheet. Discontinued operations In accordance with ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the components of an entity meet the criteria in paragraph 205-20-45-1E to be classified as discontinued operations. When all of the criteria to be classified as discontinued operations are met, including management having the authority to approve the action and committing to a plan to sell the entity or the components, the major current assets, other assets, current liabilities, and noncurrent liabilities shall be reported as components of total assets and liabilities separate from the balances of the continuing operations. At the same time, the results of discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the net income (loss) of continuing operations in accordance with ASC 205-20-45. See Note 4 – Discontinued operations. Cash and cash equivalents Cash and cash equivalents consist of cash on hand and time deposits placed with banks or other financial institutions and have original maturities of less than three months. Cryptocurrencies Cryptocurrencies (Bitcoins) are included in current assets in the accompanying consolidated balance sheets. Cryptocurrencies purchased are recorded at cost. Cryptocurrencies awarded to the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy disclosed below. Cryptocurrencies held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the intraday low quoted price of the cryptocurrency at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. For the years ended June 30, 2023 and 2022, $181,263 and $50,463 impairment loss was recognized, respectively. Purchases of cryptocurrencies by the Company are included within investing activities in accompanying consolidated statements of cash flows, while cryptocurrencies awarded to the Company through its mining activities are included within operating activities on the accompanying consolidated statements of cash flows. The sales of cryptocurrencies are included within investing activities in the accompanying consolidated statements of cash flows and any realized gains or losses from such sales are included in other income (expense) in the consolidated statements of operations. The Company accounts for its gains or losses in accordance with the first in first out (FIFO) method of accounting. Other receivables Other receivables include receivable due to exercised underwriting offering over-allotment option, advances to a third party, and receivable due from buyer of disposed entities. Management regularly reviews the aging of receivables and changes in payment trends and records allowances when management believes the collection of amounts due are at risk. Accounts considered uncollectable are written off against allowances after exhaustive efforts at collection are made. As of June 30, 2023 and 2022, $2,582,761 and nil allowance for doubtful accounts was recognized, respectively. Prepayments Prepayments are cash deposited for future mining equipment purchases or cash advanced to service providers for future services. This amount is refundable and bears no interest. Security deposits Security deposits are cash deposited to mining services providers with a term of one year. This amount is refundable and bears no interest. Management regularly reviews the deposit accounts and changes in payment trends and records allowances when management believes the collection of amounts due are at risk. Accounts considered uncollectable are written off against allowances after exhaustive efforts at collection are made. As of June 30, 2023 and 2022, $691,099 and nil allowance for doubtful accounts was recognized, respectively. Plant and equipment, net Plant and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets with no residual value. The estimated useful lives are as follows: Useful Life Cryptocurrency mining equipment 5 years The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the consolidated statements of income and comprehensive income. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances revise estimates of useful lives. Long-term investment The Company’s long-term investment consists of an equity investment without readily determinable fair value. For equity securities without readily determinable fair value and do not qualify for the existing practical expedient in ASC Topic 820, Fair Value Measurements and Disclosures (“ASC820”) to estimate fair value using the net asset value per share (or its equivalent) of the investment, the Company elected to use the measurement alternative to measure those investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer, if any. For those equity investments that the Company elects to use the measurement alternative, the Company makes a qualitative assessment of whether the investment is impaired at each reporting date. If a qualitative assessment indicates that the investment is impaired, the entity has to estimate the investment’s fair value in accordance with the principles of ASC 820. If the fair value is less than the investment’s carrying value, the Company has to recognize an impairment loss in net income (loss) equal to the difference between the carrying value and fair value. During the years ended June 30, 2023, 2022 and 2021, the Company recorded $610,302, nil and nil impairment loss for this long-term investment, respectively. Impairment for long-lived assets Long-lived assets, including plant and equipment and intangible assets with finite lives are reviewed 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 value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. During the years ended June 30, 2023 and 2022, $16,691,803 and nil impairment of long-lived assets was recognized, respectively. Accounts payable Accounts payable are unpaid hosting fees. This amount is generally due within 30 days. Financial instruments The Company analyzes all financial instruments with features of both liabilities and equity under FASB Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” and FASB ASC Topic 815 “Derivatives and Hedging”. The embedded conversion features of convertible debentures not separately accounted for as a derivative and contained considered to be derivative instruments provide for a rate of conversion that is below market value. Such feature is normally characterized as a BCF required to separate the instruments into debt and equity. A BCF is a non-detachable conversion feature that is “in the money” at the commitment date, which requires recognition of interest expense for underlying debt instruments and a deemed dividend for underlying equity instruments. A conversion option is “in the money” if the effective conversion price is lower than the commitment date fair value of the share into which it is convertible. The relative fair values of the BCF were recorded as discounts from the face amount of the respective debt instrument. The Company amortized the discount using the straight-line method which approximates the effective interest method through maturity of such instruments. Fair value measurement The accounting standard regarding the fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company. The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures. The three levels are defined as follow: ● 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, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. Financial instruments included in current assets and current liabilities are reported in the consolidated balance sheets at face value or cost, which approximate fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest. Long-term convertible debenture on the balance sheets is at carrying value, which approximates fair value as the third party was lending the money to us at the market rate. Related parties A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. Convertible debentures The Company evaluates its convertible debentures to determine if those contracts or embedded components of those contracts qualify as derivatives. The result of this accounting treatment is that the fair value of the embedded derivative is recorded at fair value each reporting period and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income or expense. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value at issuance, this feature is characterized as a BCF. A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and the Company amortizes the discount to interest expense, over the life of the debt. Upon conversion, the carrying amount of the convertible debentures, net of the unamortized discount shall be reduced by, if any, the cash (or other assets) transferred and then shall be recognized in the capital accounts to reflect the shares issued and no gain or loss is recognized pursuant to ASC Topic 470-20-40-4. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. As the Company’s warrants meet all of the criteria for equity classification, so the Company classified each warrant as its own equity. Revenue recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: (i) identifies the contract with the customer, (ii) identifies the performance obligations in the contract, (iii) determines the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocates the transaction price to the respective performance obligations in the contract, and (v) recognizes revenue when (or as) the Company satisfies the performance obligation. In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: ● Variable consideration ● Constraining estimates of variable consideration ● The existence of a significant financing component in the contract ● Noncash consideration ● Consideration payable to a customer Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. Cryptocurrency mining: The Company has entered into cryptocurrency mining pools by executing contracts with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less cryptocurrency transaction fees to the mining pool operator which are recorded net with revenues), for successfully adding a block to the blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. Providing computing power in cryptocurrency transaction verification services is an output of the Company’s ordinary activities. The provision of computing power is the only performance obligation in the Company’s contracts with third party pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the Company successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions. Fair value of the cryptocurrency award received is determined using the intraday low quoted price of the related cryptocurrency at the time of receipt. All of the Company’s cryptocurrency are populated cryptocurrencies which are actively traded on the major trading platforms such as coinmarketcap.com. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations. Cost of revenues Cost of revenues consists primarily of the direct costs associated with running the cryptocurrency mining business, such as utilities, maintenance labor costs, shipping fees, plant remodeling fees and other service charges. The Company signed hosting agreement with hosting partners, and the hosting partners will install the mining equipment and provide elective power, internet services and other necessary services to maintain the operation of the mining equipment. All the related operating fees are included in the all-in-one monthly fees charged by the hosting partner to the Company. Depreciation of cryptocurrency mining equipment is calculated separately and also recorded as a component of cost of revenues for cryptocurrency mining. Share-based compensation The Company records share compensation expense for employees at fair value on the grant date and recognizes the expense over the employee’s requisite service period. The Company’s expected volatility assumption is based on the historical volatility of the Company’s shares. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination rate. The risk-free interest rate for the expected term of an option is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield is based on the Company’s current and expected dividend policy. The Company records share compensation expense for non-employees at fair value on the grant date and recognizes the expense over the service provider’s requisite service period. Income taxes The Company accounts for income taxes in accordance with U.S. GAAP for income taxes. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided in accordance with the laws of the relevant taxing authorities. An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. PRC tax returns of the discontinued operations filed in 2020 to 2022 are subject to examination by any applicable tax authorities. (Loss) earnings per share (“EPS”) Basic (loss) earnings per share are computed by dividing (loss) income available to ordinary shareholders by the weighted average ordinary shares outstanding during the period. Diluted (loss) earnings per share take into account the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised and converted into ordinary shares. Ordinary shares equivalents having an anti-dilutive effect on earnings per share are excluded from the calculation of diluted (loss) earnings per share. Dilution is computed by applying the treasury share method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase ordinary shares at the average market price during the period. A total of 4,667 warrants with weighted average effect of 1,867 ordinary shares using treasury share method, a total of 95,000 vested share options issued on August 1, 2019 with conversion effect of 71,250 ordinary shares, a total of warrants to purchase up to 17,175,412 ordinary shares in a concurrent private placement with an exercise price of US$1.008 per share, a total of warrants to purchase up to 858,711 ordinary shares in a concurrent private placement with an exercise price of US$0.96 per share, a total of warrants to purchase up to 18,124,400 ordinary shares in a concurrent private placement with an exercise price of US$1.008 per share, a total of warrants to purchase up to 906,220 ordinary shares in a concurrent private placement with an exercise price of US$0.89 per share, a total of warrants to purchase up to 563,726 ordinary shares in a concurrent private placement with an exercise price of US$0.51 per share, and a total of warrants to purchase up to 5,925,599 ordinary shares in a concurrent private placement with an exercise price of US$1.2 per share are excluded in the diluted EPS calculation for the year ended June 30, 2023 due to their anti-diluted effect. A total of 4,667 warrants with weighted average effect of 1,867 ordinary shares using treasury share method, a total of 90,000 vested share options issued on August 1, 2019 with conversion effect of 90,000 ordinary shares, a total of warrants to purchase up to 17,175,412 ordinary shares in a concurrent private placement with an exercise price of US$1.008 per share, a total of warrants to purchase up to 18,124,400 ordinary shares in a concurrent private placement with an exercise price of US$1.008 per share, and a total of warrants to purchase up to 563,726 ordinary shares in a concurrent private placement with an exercise price of US$0.51 per share are excluded in the diluted EPS calculation for the year ended June 30, 2022 due to their anti-diluted effect. A total of 4,667 warrants with weighted average effect of 1,867 ordinary shares using treasury share method, a to |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Jun. 30, 2023 | |
Discontinued Operations | |
Discontinued Operations | Note 3 – Discontinued Operations Disposition of Xiangtai BVI and Silanchi The Company’s farmers’ market and supermarket and grocery stores business and feed raw materials business were negatively affected by the economic cycle and the spread of COVID-19, and they had been operating at losses. On March 31, 2022, China Xiangtai entered into a share purchase agreement (the “Share Purchase Agreement”) with Ocean Planet Future Limited (the “Buyer”). Pursuant to the Share Purchase Agreement, the Company agreed to sell all the equity interest in WVM Inc. and China Silanchi Holding Limited (the “Subsidiaries”), the wholly-owned subsidiaries of the Company, to the Buyer for a cash price of $1,000,000 and the remaining loan of disposed entities carried by the Buyer amounted to $3,029,212 (the “Disposition”). The board of directors approved the transaction contemplated by the Share Purchase Agreement. The Disposition closed on April 27, 2022, and represented the Company completing the disposition of the slaughterhouse and meat processing business and the feed raw materials business and focusing on the bitcoin mining business. The fair value of the discontinued operations of Xiangtai BVI and Silanchi, determined as of April 27, 2022, included the estimated consideration received, less costs to sell. Reconciliation of the amounts of major classes of income and losses from discontinued operations in the consolidated statements of operations and comprehensive loss for the years ended June 30, 2022 and 2021. For the Year Ended For the Year Ended June 30, June 30, 2022 2021 REVENUES: Supermarket and grocery store $ — $ 1,777,222 Farmers' market 4,201,877 47,319,273 Feed raw materials 23,651,802 80,504,501 Total revenues 27,853,679 129,600,996 COST OF REVENUES: Supermarket and grocery store — 1,885,056 Farmers' market 4,189,686 46,519,672 Feed raw materials 22,499,787 77,501,417 Total cost of revenues 26,689,473 125,906,145 Gross profit 1,164,206 3,694,851 OPERATING EXPENSES: Selling 58,625 910,947 General and administrative 611,490 1,215,241 Provision for doubtful accounts 27,380,572 38,110,049 Impairment of goodwill — 5,533,507 Impairment of long-lived assets — 1,026,023 Total operating expenses 28,050,687 46,795,767 Loss from operations (26,886,481) (43,100,916) OTHER INCOME (EXPENSES) Interest income 494 1,476 Interest expense (1,483,947) (1,654,086) Other finance expense (2,677) (25,333) Other expense (income), net (9,545) 333,564 Total other expenses, net (1,495,675) (1,344,379) Loss before income taxes (28,382,156) (44,445,295) Income tax expense (benefit) 2,551,113 (1,002,346) Net loss from discontinued operations $ (30,933,269) $ (43,442,949) As of April 27, 2022, the net assets of discontinued operations and reconciliation of gain on sale of discontinued operations of Xiangtai BVI and Silanchi are as follows: April 27, 2022 CURRENT ASSETS: Cash and cash equivalents $ 476,105 Accounts receivables, net 3,945,103 Other receivables, net 6,214,926 Prepayments 140,264 Total current assets of discontinued operations 10,776,398 OTHER ASSETS: Other receivables 60,492 Plant and equipment, net 1,996,324 Intangible assets, net 299,627 Operating lease right-of-use assets 2,049,125 Total other assets of discontinued operations 4,405,568 Total assets of discontinued operations $ 15,181,966 Carrying amounts of major classes of liabilities included as part of discontinued operations of Xiangtai BVI and Silanchi: CURRENT LIABILITIES: Loans from third parties $ 8,015,608 Current maturities of long-term loan - bank 831,329 Accounts payable 16,457,687 Accounts payable - related party 3,636,175 Customer deposits 4,400,350 Customer deposit - related party 35,815 Other payables and accrued liabilities 1,676,816 Other payables – related parties 20,000 Operating lease liabilities 38,088 Taxes payable 4,118,960 Total current liabilities of discontinued operations 39,230,828 OTHER LIABILITIES: Loans from third parties 1,513,203 Long-term loans – related parties 762,654 Operating lease liabilities - noncurrent 83,747 Total other liabilities of discontinued operations 2,359,604 Total liabilities of discontinued operations $ 41,590,432 Total net deficit $ (26,408,466) Retained earnings carryover (56,761,139) Total consideration received 4,029,212 Exchange rate effect (271,431) Total gain on sale of discontinued operations $ 34,110,454 |
Cryptocurrencies
Cryptocurrencies | 12 Months Ended |
Jun. 30, 2023 | |
Cryptocurrencies. | |
Cryptocurrencies | Note 4 – Cryptocurrencies The following table presents additional information about our cryptocurrency mining activities of Bitcoin (“BTC”) in coins and amounts during the years ended June 30, 2023 and 2022: Quantities (in coins) Cryptocurrencies BTC Amounts Balance on July 1, 2021 — $ — Revenue recognized from cryptocurrencies mined 7.17 192,351 Hosting fees settled in cryptocurrencies — — Proceeds from sale of cryptocurrencies — — Realized gain on sale/exchange of cryptocurrencies — — Impairment loss of cryptocurrencies — (50,463) Balance on June 30, 2022 7.17 $ 141,888 Revenue recognized from cryptocurrencies mined 272.38 6,261,091 Hosting fees settled in cryptocurrencies (22.14) (428,839) Proceeds from sale of cryptocurrencies (175.09) (4,384,562) Realized gain on sale/exchange of cryptocurrencies — 676,015 Impairment loss of cryptocurrencies — (181,263) Balance on June 30, 2023 82.32 * $ 2,084,330 * A total of 55 BTCs out of the 82.32 BTCs on June 30, 2023 was pledged in and held by a third party’s wallet for the Company’s third-party loans (see Note 10 for details). |
Other receivables, net
Other receivables, net | 12 Months Ended |
Jun. 30, 2023 | |
Other receivables, net | |
Other receivables, net | Note 5 – Other receivables, net Other receivables, net consist of the following: June 30, June 30, 2023 2022 Receivable for exercised over-allotment option $ — $ 686,750 Advances to a third party 118,212 — Receivable due from buyer of disposed entities 2,582,761 3,029,212 Total other receivables 2,700,973 3,715,962 Less: allowance for doubtful accounts (2,582,761) — Total other receivables, net $ 118,212 $ 3,715,962 |
Prepayments
Prepayments | 12 Months Ended |
Jun. 30, 2023 | |
Prepayments | |
Prepayments | Note 6 – Prepayments Prepayments consist of the following: June 30, June 30, 2023 2022 Prepaid mining equipment purchase prices* $ — $ 18,175,800 Prepaid expenses 343,597 20,625 Total prepayments 343,597 18,196,425 *The balance is the payment the Company prepaid for 2,760 units cryptocurrency mining equipment, of which 1,700 units were arrived in Marion Indiana in July 2022 and the remaining 1,060 units were delivered in December 2022. |
Plant and equipment, net
Plant and equipment, net | 12 Months Ended |
Jun. 30, 2023 | |
Plant and equipment, net | |
Plant and equipment, net | Note 7 – Plant and equipment, net Plant and equipment, net consist of the following: June 30, June 30, 2023 2022 Cryptocurrency mining equipment $ 29,703,726 $ 8,302,893 Less: accumulated depreciation (5,638,718) (276,763) Total plant and equipment, net 24,065,008 8,026,130 Less: impairment loss (16,691,803) — Plant and equipment, net $ 7,373,205 $ 8,026,130 During the year ended June 30, 2023, the Company purchased additional cryptocurrency mining equipment of $21,400,833 by capitalizing prepayments amounted to $18,175,800, shipping costs of $115,033 and the issuance of ordinary shares amounted to $3,110,000, respectively. Depreciation expense for those mining equipment amounted to $5,361,955 and $276,763 during the years ended June 30, 2023 and 2022, and the depreciation expense was included in the cost of revenues. The Company recognized $16,691,803 and nil impairment of long-lived assets during the years ended June 30, 2023 and 2022, respectively. During the year ended June 30, 2023, the Company’s operating performance was adversely affected by challenging business climate, such as a decrease in the price of Bitcoin and a resulting decrease in the market price of cryptocurrency mining equipment. Furthermore, both primary and secondary market prices for cryptocurrency mining equipment used by the Company in its business operations experienced significant declines from previous levels. Based on management’s impairment assessment, there is indication that the estimated fair value of the mining equipment was less than their net carrying value as of June 30, 2023 and an impairment charge of approximately $16.7 million was recognized, decreasing the net carrying value of the Company’s cryptocurrency mining equipment to their estimated fair value. The Company has utilized the income approach to estimate the fair value of its cryptocurrency mining equipment, based on various estimates developed by management. This approach involves estimating the present value of expected future cash flows generated by the asset, using various assumptions and inputs. The estimates used are considered unobservable Level 3 inputs, which are used to measure fair value when relevant observable inputs are not available. Changes in management’s assumptions or estimates could lead to different conclusions. The determination of fair value involves a significant degree of judgment, and the use of estimates and assumptions that are inherently uncertain. Accordingly, actual results may differ from the Company’s estimates, and the difference may be material. Additionally, continued elevated power costs, continued increases in the Bitcoin network hash rate, and further decreases in the value of Bitcoin in the market could result in further impairment of the Company’s cryptocurrency mining equipment. |
Long-term investment
Long-term investment | 12 Months Ended |
Jun. 30, 2023 | |
Long-term investment | |
Long-term investment | Note 8 – Long-term investment June 30, June 30, 2023 2022 Cost of long-term investment 3,000,000 3,000,000 Less: impairment loss (610,302) — Long-term investment, net $ 2,389,698 $ 3,000,000 The Company entered into a subscription agreement with MineOne Cloud Computing Investment I L.P. (the “Partnership”) on June 10, 2022, pursuant to which the Company made $3 million investment (the “Investment”) in the Partnership for a sharing percentage of 8.8235%. The Partnership is engaged in building and operating a mining facility in Wyoming, and currently in the construction phase. Similar to Note 7, the Investment’s operating performance was adversely affected by challenging business climate, such as a decrease in the price of Bitcoin and a resulting decrease in the market price of mining facility. The Company has utilized the market comparison approach to estimate the fair value of its Investment and cross-checked by direct comparisons with transactions of comparable mining facility within the vicinity and elsewhere, based on various estimates developed by management. The estimates used are considered unobservable Level 3 inputs, which are used to measure fair value when relevant observable inputs are not available. Changes in management’s assumptions or estimates could lead to different conclusions. The determination of fair value involves a significant degree of judgment, and the use of estimates and assumptions that are inherently uncertain. Accordingly, actual results may differ from the Company’s estimates, and the difference may be material. Additionally, continued elevated power costs, continued increases in the Bitcoin network hash rate, and further decreases in the value of Bitcoin in the market could result in further impairment of the Company’s Investment. Based on management’s impairment assessment, there is indication that the estimated fair value of the mining facility was less than their net carrying value as of June 30, 2023 and an impairment charge of $610,302 was recognized, decreasing the net carrying value of the Investment’s mining facility to their estimated fair value. |
Related party transactions and
Related party transactions and balances | 12 Months Ended |
Jun. 30, 2023 | |
Related party transactions and balances | |
Related party transactions and balances | Note 9 – Related party transactions and balances Related party balances a. Other receivables – related parties: June 30, June 30, Name of related party Relationship 2023 2022 Lucas Wang CEO $ — $ 354,903 * *The balance was from the $1 million disposal consideration CEO received on behalf of the Company and offset by the expenses CEO paid for the Company. The remaining balance was fully offset by the expenses paid by CEO for the Company as of June 30, 2023. |
Credit facilities
Credit facilities | 12 Months Ended |
Jun. 30, 2023 | |
Credit facilities | |
Credit facilities | Note 10 – Credit facilities Loans from third parties Outstanding balances of third-party loans consisted of the following: Name of lender Maturities Weighted average interest rate Collateral/Guarantee June 30, June 30, 2023 2022 Pony Partners Ltd August 30, 2023 (Fully repaid in September 2023) 5.5 % 20 BTC $ 280,000 $ — Pony Partners Ltd September 12, 2023 (Fully repaid in September 2023) 5.5 % 35 BTC 539,000 — $ 819,000 * $ — Interest expense pertaining to the above loans amounted to $36,380 was recorded for the year ended June 30, 2023. *The above loans were fully repaid by the Company in September 2023 by selling the 55 collateralized BTCs. |
Taxes
Taxes | 12 Months Ended |
Jun. 30, 2023 | |
Taxes | |
Taxes | Note 11 – Taxes Income tax Cayman Islands Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends to the shareholders, no Cayman Islands withholding tax will be imposed. Canada SonicHash Canada is incorporated in Canada and is subject to both federal and provincial income taxes for its business operation in Canada. The applicable tax rate is 15% for federal and 8% for Alberta. SonicHash Canada had no taxable income as of June 30, 2023. United States SonicHash US is incorporated in the U.S. and is subject to both federal and state income taxes for its business operation in the U.S. The applicable tax rate is 21% for federal, 8.7% for Delaware, 5.75% for Georgia and 5.25% for Indiana. SonicHash US had no taxable income as of June 30, 2023. Singapore SonicHash Singapore is incorporated in Singapore and is subject to Singapore Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Singapore tax laws. SonicHash Singapore had no taxable income as of June 30, 2023. The applicable tax rate is 17% in Singapore, with 75% of the first SGD 10,000 (approximately $7,700) taxable income and 50% of the next SGD 190,000 (approximately $147,000) taxable income are exempted from income tax. Loss before provision for income taxes consisted of: For the year For the year For the year ended ended ended June 30, 2023 June 30, 2022 June 30, 2021 Cayman $ (6,034,362) $ (4,936,199) $ (3,640,018) United States (22,024,619) (379,349) — Canada (1,998) (2,270) — Singapore (155,373) (24,858) — $ (28,216,352) $ (5,342,676) $ (3,640,018) The following table reconciles the U.S. statutory rates to the Company’s effective tax rate for the years ended June 30, 2023, 2022 and 2021: June 30, June 30, June 30, 2023 2022 2021 Federal statutory tax rate 21.0 % 21.0 % 21.0 % State statutory tax rate 5.75 % 5.75 % — % Change in valuation allowance (26.75) % (26.75) % (21.0) % Effective tax rate — % — % — % Significant components of deferred tax assets were as follows: June 30, June 30, 2023 2022 Deferred tax assets Net operating loss carryforward in the U.S. 4,704,833 69,066 Net operating loss carryforward in Canada 640 341 Net operating loss carryforward in Singapore 30,639 4,226 Valuation allowance (4,736,112) (73,633) Total net deferred tax assets $ — $ — As of June 30, 2023 and 2022, SonicHash US’s net operating loss carry forward for the U.S. income taxes was approximately $22.0 million and $0.4 million, respectively. The net operating loss carry forwards are available to reduce future years’ taxable income for unlimited years but limited to 80% use per year. Management believes that the realization of the benefits from these losses appears uncertain due to the Company’s operating history and continued losses in the U.S. If the Company is unable to generate taxable income in its United States operations, it is more likely than not that it will not have sufficient income to utilize its deferred tax assets. Accordingly, the Company has provided a 100% valuation allowance on its net deferred tax assets of approximately $4.7 million and $69,000 related to its operations as of June 30, 2023 and 2022, respectively. Uncertain tax positions The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of June 30, 2023 and 2022, the Company did not have any significant unrecognized uncertain tax positions. Goods and services tax (”GST”) receivable SonicHash Canada exported 742 units of cryptocurrency mining equipment for a total purchase price of $6,999,200 to SonicHash US ex-tax, 5% GST applied. These equipment were delivered to a mining facility in Georgia, U.S. in April 2022. The export transaction is eligible for GST rebate according to Canadian tax policy. The GST rebate is expected to be returned within 2023 from CRA. |
Concentration of risks
Concentration of risks | 12 Months Ended |
Jun. 30, 2023 | |
Concentration of risks | |
Concentration of risks | Note 12 – Concentration of risks Major vendors The following table sets forth a summary of suppliers who represent 10% or more of the Company’s total purchases: For the years ended June 30, 2023 2022 2021 Amount of the Company’s purchases Supplier A $ 504,822 $ 126,621 — Supplier B $ 4,870,146 — — Credit risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. In the US, the insurance coverage of each bank is $250,000. As of June 30, 2023 and 2022, cash balance of nil and $563, respectively, were deposited with financial institutions located in US, and of which none were subject to credit risk. Singapore dollar deposits of non-bank depositors are insured by the Singapore Deposit Insurance Corporation, for up to $75,000 in aggregate per depositor per Scheme member by law. Foreign currency deposits, dual currency investments, structured deposits and other investment products are not insured. As of June 30, 2023 and 2022, cash balance of $16,274 and $17,242, respectively, were deposited with financial institutions located in Singapore and were subject to credit risk. While management believes that these financial institutions and third-party fund holders are of high credit quality, it also continually monitors their creditworthiness. The Company used to trade BTCs on KuCoin and switched to f2pool, which is also a global crypto exchange, in October 2022. Those digital assets are kept in unique and segregated blockchain addresses accessible by the Company and verifiable on blockchain at any time. While the exchange holds the Company’s digital assets, the ownership and operation rights are always 100% attributed to the Company. The digital assets stored on f2pool are not insured. At the end of every day, f2pool automatically transferred the Company’s BTCs from f2pool to the Company’s own cold storage wallet to avoid the risks of exchange platform. As of June 30, 2023, the Company had 27.32 BTCs stored in the Company’s cold storage wallet and had 55 pledged BTCs stored in the cold storage wallet of the lender of the Company’s third-party loans. Those digital assets stored in cold storage wallets are kept in unique and segregated blockchain addresses accessible by the Company or the lender only. The digital assets stored in the lender’s wallet are insured by the party. The Company is also exposed to risk from its security deposits and other receivables. These assets are subjected to credit evaluations. An allowance has been made for estimated unrecoverable amounts which have been determined by reference to past default experience and the current economic environment. |
Convertible Debentures
Convertible Debentures | 12 Months Ended |
Jun. 30, 2023 | |
Convertible Debentures | |
Convertible Debentures | Note 13 – Convertible Debentures Convertible Debenture issued on October 21, 2022 On October 21, 2022, the Company entered into the Securities Purchase Agreement with the Selling Shareholder pursuant to which the Company sold a Convertible Debenture (the “Debenture”) in the original principal amount of $2,100,000 and the Warrants to purchase up to 116% of the maximum number of 5,108,275 ordinary shares of the Company, which is 5,925,599 ordinary shares, at a purchase price of $1,974,000. The warrants had a fair value of $1,007,799, based upon using the Black-Scholes Options Pricing Model with the following inputs: Share price $ 0.27 Exercise price $ 1.20 Expected terms (in years) 7 Expected volatility 109 % Annual rate of quarterly dividends — % Risk free interest rate 1.52 % The fair value measurement of the convertible debentures is categorized as Level 2 under the Fair Value Hierarchy. The Company estimated the fair value of the Debenture over the payment term using the effective interest rate method, which is estimated to be $1,872,536. The Company allocated $1,198,804 and $645,196 net proceeds to the Debenture and warrants in accordance with ASC 470-20-25-2, respectively, based on the relative fair values of the Debenture and warrants, and the portion of the proceeds so allocated to the warrants was accounted for as paid-in-capital. The Debenture is convertible at an initial conversion price equal to $0.33 per ordinary share (the “Conversion Price”), which is 115% of the Volume Weighted Average Price (“VWAP”) of the five trading days immediately prior to closing, and include anti-dilution adjustments in the event any ordinary shares or other equity or equity equivalent securities payable in ordinary shares are granted, issued or sold (or the Company enters into any agreement to grant, issue or sell), in each case, at a price less than the exercise price then in effect, which automatically decreases the Conversion Price of the Debenture upon the occurrence of such event; provided, that the Conversion Price may not be less than $0.06 per ordinary shares, which is 20% of the closing bid price of the trading day immediately prior to closing. The holder of the Debenture has the right to convert all or a portion of the Note at any time after the six months anniversary of the date of issuance and prior to the maturity date, which is two years from the date of issuance. The conversion feature of the Debenture is excluded from the scope of ASC 815 and accounted for as equity. However, due to the conversion price of the Debenture is higher than the market price of the Company on the issuance date, the Company determined that the Debenture does not contain any BCF in accordance with ASC 470-20-25-5. The Debenture has an interest of the greater of (i) twelve percent (12% per annum) and (ii) the sum of (A) the Prime Rate in effect as of such date of determination and (B) six (6%) per annum; provided, that if such Interest is being paid in ordinary shares, such Interest shall recalculated in connection with such issuance of ordinary shares at a deemed rate of the greater of (i) fifteen percent (15% per annum) and (ii) the sum of (A) the Prime Rate in effect as of such date of determination and (B) nine (9%) per annum. If an event of default continues, such interest rate shall be adjusted on each trading day in which an event of default is continuing to the sum of (x) the interest rate then in effect on such date of determination and (y) five percent (5.0%) per annum. The interest shall be paid in ordinary shares as long as there is no equity condition failure; provide that the Company may, at its option, pay interest in cash or in a combination of cash and ordinary shares. June 30, June 30, 2023 2022 Principal balance $ 2,100,000 $ — Less: repayments (300,000) — Remaining balance 1,800,000 — Less: Debentures discount and debts insurance cost (543,201) — Total $ 1,256,799 $ — Less: non-current (486,332) — Total current $ 770,467 $ — During the years ended June 30, 2023 and 2022, the Company made $300,000 and nil repayments to the Convertible Debenture. The Company incurred issuance cost of $256,000 in connection with the issuance of the Debentures. The Company also recognized the fair value of warrants issued with the Convertible Debenture which estimated to be $645,196 as a discount to the Debentures at the inception date. These issuance costs and Debenture discount are being amortized and recorded to interest expense in the accompanying consolidated statements of income and comprehensive income (loss) over the life of the Debentures using effective interest method. For the years ended June 30, 2023 and 2022, amortization of the issuance cost and Debentures discount of $357,995 and nil, respectively. |
Equity
Equity | 12 Months Ended |
Jun. 30, 2023 | |
Equity | |
Equity | Note 14 – Equity Change of authorized shares The Company increased of the share capital of the Company from $1,500,000 consisting of 150,000,000 ordinary shares, par value $0.01 per share, to $3,000,000 consisting of 300,000,000 ordinary shares, par value $0.01 per share on April 27, 2022. On May 23, 2023, the Board of Directors of the Company approved a reverse share split of the Company’s outstanding ordinary shares at a ratio of one-for-thirty ( 1 Direct offerings and Private placements November 2021 Registered Direct Offering Warrants On November 22, 2021, the Company entered into a certain securities purchase agreement with certain non-affiliated investors pursuant to which the Company agreed to sell 17,175,412 ordinary shares, par value US$0.01 per share, in a registered direct offering and warrants to purchase up to 17,175,412 (572,514 after Reverse Share Split) ordinary shares (the “Warrants”) in a concurrent private placement, for gross proceeds of approximately US$16.5 million. The purchase price for each Share and the corresponding Warrant is US$0.96. The Warrants will be exercisable 60 days from the date of issuance and have an exercise price of US$1.008 (US$30.24 after Reverse Share Split) per share, which is 105% of the purchase price. The Warrants will expire five years from the date of issuance. Additionally, the Company has agreed to issue to the Placement Agent warrants (the “Placement Agent Warrants”) for the purchase of 858,770 (28,626 after Reverse Share Split) ordinary shares (equal to 5% of the aggregate number of shares sold to the Purchasers in this Offering), with an exercise price of US$0.96 (US$28.80 after Reverse Share Split) per share (equal to 100% of the Share offering price in the Registered Direct Offering). The Placement Agent Warrants have a term of five years from the commencement of sales of the Offering and are first exercisable six months after the closing of the Offering. Each Warrant is subject to anti-dilution provisions to reflect share dividends and splits or other similar transactions. The offering was closed on November 24, 2021. January 2022 Registered Direct Offering Warrants The Company entered into a certain securities purchase agreement dated January 28, 2022, as amended on January 30, 2022 (the “Purchase Agreement”) with certain non-affiliated investors pursuant to which the Company agreed to sell 18,124,400 ordinary shares (the “Shares”), par value $0.01 per share, in a registered direct offering, and warrants to purchase up to 18,124,400 (604,147 after Reverse Share Split) ordinary shares (the “Warrants”) in a concurrent private placement, for gross proceeds of $16,130,716. The purchase price for each Share and the corresponding Warrant is $0.89. The Warrants will be exercisable 60 days from the date of issuance and have an exercise price of $1.008 (US$30.24 after Reverse Share Split) per share. The Warrants will expire five years from the date of issuance. Additionally, the Company has agreed to issue to the Placement Agent warrants (the “Placement Agent Warrants”) for the purchase of 906,220 (30,207 after Reverse Share Split) ordinary shares (equal to 5% of the aggregate number of shares sold to the Purchasers in this Offering), with an exercise price of US$0.89 (US$26.70 after Reverse Share Split) per share (equal to 100% of the Share offering price in the Registered Direct Offering). The Placement Agent Warrants have a term of five years from the commencement of sales of the Offering and are first exercisable six months after the closing of the Offering. Each Warrant is subject to anti-dilution provisions to reflect share dividends and splits or other similar transactions. The offering was closed on January 31, 2022. June 2022 Underwriting Offering The Company entered into an underwriting agreement dated June 3, 2022 (the “Underwriting Agreement”) with Univest Securities, LLC (the “Underwriter”), pursuant to which the Company agreed to sell 9,803,922 ordinary shares (the “Shares”), par value US$0.01 per share, on a firm commitment basis, for gross proceeds of approximately $5 million (the “Offering”). The purchase price for each Share is US$0.51. The Company has granted the Underwriter a 45-day option to purchase an additional 1,470,588 ordinary shares, representing up to 15% of the number of the shares sold in the Offering, solely to cover over-allotments, if any. A full exercise of the over-allotment option would increase the total gross proceeds of the offering to approximately $5.75 million. Pursuant to the Underwriting Agreement, the Company has agreed to grant the Underwriter a discount equal to six and a half percent (6.5%) of the gross proceeds of the Offering. The Company also agreed to reimburse the Underwriter for its out-of-pocket accountable expenses relating to the Offering in an amount not to exceed an aggregate of US$75,000, and to pay to the Underwriter a non-accountable expense allowance equal to one percent (1%) of the gross proceeds of the Offering. Additionally, the Company has agreed to issue to the Underwriter warrants to purchase up to a total of 490,196 ordinary shares (equal to five percent (5%) of the ordinary shares sold in this Offering) (or 563,726 (18,791 after Reverse Share Split) ordinary shares if the Underwriter exercises the overallotment option in full) for an aggregate purchase price of US$100 (the “Underwriter’s Warrants”). Such Underwriter’s Warrants will be exercisable at US$0.51 (US$15.30 after Reverse Share Split) per share, which is equal to the public offering price for the ordinary shares in this Offering. Such Underwriter’s Warrants will be exercisable six months from the date of issuance and will expire five (5) years from the commencement of sales of this Offering, subject to certain adjustments. On June 29, 2022, the Underwriter exercised the 45-day option to purchase an additional 1,470,588 ordinary shares for net proceeds of $686,750, which was received by the Company in July 2022 and the amount is recorded in other receivables as of June 30, 2022. August 2022 Issuance of Shares for Equipment On August 15, 2022, the Company entered into an asset purchase agreement (the “Purchase Agreement”) with certain non-affiliated seller (the “Seller”), pursuant to which the Company purchased 622 units of cryptocurrency mining equipment from the Seller for a total purchase price of $3,110,000, payable in the form of 8,685,574 (289,520 after Reverse Share Split) ordinary shares of the Company, valued at $0.36 ($107.42 after Reverse Share Split) per share. The Seller delivered the miners to a hosting facility located in Macon, Georgia within 15 days from the date of the Purchase Agreement. The offering was closed on August 22, 2022. October 2022 Sale of Convertible Debenture On October 21, 2022, the Company entered into the Securities Purchase Agreement with the Selling Shareholder pursuant to which the Company sold a Convertible Debenture in the original principal amount of $2,100,000 (see Note 12 for details) and the Warrants to purchase up to 116% of the maximum number of 5,108,275 ordinary shares of the Company, which is 5,925,599 ordinary shares, at a purchase price of $1,974,000. On the same day, the Company completed its sale to the Selling Shareholder of the Convertible Debenture and the Warrants pursuant to the Securities Purchase Agreement. The gross proceeds from the sale of the Convertible Debenture and the Warrants were $1,974,000, prior to deducting transaction fees and estimated expenses. Pursuant to October 2022 Investors Warrants, if at any time and from time to time on or after the issuance date there occurs any share split, share dividend, share combination recapitalization or other similar transaction involving the ordinary shares (“Share Combination Event”) and the Event Market Price (which is defined as with respect to any Share Combination Event date, the quotient determined by dividing (x) the sum of the VWAP of the ordinary shares for each of the five twenty 1 Share options In August 2019, the Company issued a total of 95,000 (3,167 after Reverse Share Split) options to two directors of the Company and vested in four equal installments on a quarterly basis with an exercise price of $5.00 ($150.00 after Reverse Share Split) for three years from date of issuance after the Company’s listing on the Nasdaq Stock Market on August 15, 2019. The Company used the Black Scholes model to value the options at the time they were issued, based on the stated exercise prices of $5.0, market price of $4.6, volatility of 118%, risk-free rate of 1.44% and dividend yield of 0%. Because the Company does not have a history of employee share options, the estimated life is based on one half The summary of share option activity is as follows giving retroactive effect to the 1-to-30 Reverse Share Split effected on May 23, 2023: Weighted Average Average Remaining Aggregate Options Exercisable Exercise Contractual Intrinsic Outstanding Option Price Life Value June 30, 2020 3,167 2,375 $ 150.00 2.50 — Granted/Acquired — — $ — — — Forfeited — — $ — — — Exercised — — $ — — — June 30, 2021 3,167 2,375 $ 150.00 1.50 — Granted/Acquired — — $ — — — Forfeited — — $ — — — Exercised — — $ — — — June 30, 2022 3,167 2,375 $ 150.00 0.50 — Granted/Acquired — — $ — — — Forfeited (3,167) (2,375) $ 150.00 — — Exercised — — $ — — — June 30, 2023 — — $ — — — Restricted Shares Issued for Compensation The Company entered into an employment agreement with Lucas Wang for the position of Chief Executive Officer. The employment agreement is from April 27, 2022 to April 26, 2025, with an annual compensation of $240,000, bonus as determined by the board of directors, and equity awards of a total of 1,896,066 (63,202 after Reverse Share Split) ordinary shares, with 632,022 (21,068 after Reverse Share Split) ordinary shares vested at the time of signing the agreement and the rest vesting quarterly from April 2023 to January 2025. The 21,068 shares were valued at $0.855 ($25.65 after Reverse Share Split) per share using the closing price on June 9, 2022 with total consideration of $540,379 recognized in the year ended June 30, 2022. The 158,005 (5,267 after Reverse Share Split) shares were valued at $0.1703 ($5.109 after Reverse Share Split) per share using the closing price on April 27, 2023 with total consideration of $26,909 recognized in the year ended June 30, 2023. The Company entered into an employment agreement with Jiaming Li for the position of President. The employment agreement is effective from December 6, 2021 to November 30, 2024, with an annual compensation of $240,000, bonus as determined by the board of directors, and equity awards of a total of 1,422,049 (47,402 after Reverse Share Split) ordinary shares, with 474,016 (15,801 after Reverse Share Split) ordinary shares vested at the time of signing the agreement and the rest vesting quarterly from April 2023 to January 2025. The 15,801 shares were valued at $0.855 ($25.65 after Reverse Share Split) per share using the closing price on June 9, 2022 with total consideration of $405,296 recognized in the year ended June 30, 2022. The 118,504 (3,951 after Reverse Share Split) shares were valued at $0.1703 ($5.108 after Reverse Share Split) per share using the closing price on April 27, 2023 with total consideration of $20,181 recognized in the year ended June 30, 2023. The Company entered into an employment agreement with Jingjing Han for the position of Head of Human Resources and Investors Relationship. The employment agreement is effective from December 6, 2021 to November 30, 2024, with an annual compensation of $240,000, bonus as determined by the board of directors, and equity awards of a total of 1,422,049 (47,402 after Reverse Share Split) ordinary shares, with 474,016 (15,801 after Reverse Share Split) ordinary shares vested at the time of signing the agreement and the rest vesting quarterly from April 2023 to January 2025. The 15,801 shares were valued at $0.855 ($25.65 after Reverse Share Split) per share using the closing price on June 9, 2022 with total consideration of $405,296 recognized in the year ended June 30, 2022. The 118,504 (3,951 after Reverse Share Split) shares were valued at $0.1703 ($5.108 after Reverse Share Split) per share using the closing price on April 27, 2023 with total consideration of $20,181 recognized in the year ended June 30, 2023. The summary of restricted share grants is as follows giving retroactive effect to the 1-to-30 Reverse Share Split effected on May 23, 2023: Weighted Average Grant Date Aggregate Fair Value Intrinsic Shares Per Share Value Unvested as of June 30, 2021 — $ — $ — Granted 52,670 $ 25.65 $ — Forfeited — $ — $ — Vested (52,670) $ 25.65 $ — Unvested as of June 30, 2022 — $ — $ — Granted 13,169 $ 5.11 $ — Forfeited — $ — $ — Vested (13,169) $ 5.11 $ — Unvested as of June 30, 2023 — $ — $ — Warrants The summary of warrant activity is as follows giving retroactive effect to the 1-to-30 Reverse Share Split effected on May 23, 2023: Weighted Average Average Remaining Warrants Exercisable Exercise Contractual Outstanding Shares Price Life June 30, 2020 156 156 $ 90.00 3.88 Granted/Acquired — — $ — — Forfeited — — $ — — Exercised — — $ — — June 30, 2021 156 156 $ 90.00 2.86 Granted/Acquired 1,254,285 1,254,285 $ 29.90 5.00 Forfeited — — $ — — Exercised — — $ — — June 30, 2022 1,254,441 1,254,441 $ 29.91 4.76 Granted/Acquired 4,523,333 4,523,333 $ 1.3552 7.00 Forfeited — — $ — — Exercised — — $ — — June 30, 2023 5,777,774 5,777,774 $ 7.55 3.89 |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Jun. 30, 2023 | |
Commitments and contingencies. | |
Commitments and contingencies | Note 15 – Commitments and contingencies Lease commitments Effective July 1, 2019, the Company adopted FASB ASU 2016-02, “Leases” (Topic 842), and elected the practical expedients that does not require us to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. The Company determines if a contract contains a lease at inception. US GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option which result in an economic penalty. All of the Company’s real estate leases are classified as operating leases. The Company entered in one operating lease agreement in New York which expired in April 2023. As of the date of annual report, the Company’s principal executive offices are located at 27F, Samsung Hub, 3 Church Street Singapore 049483. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The leases generally do not contain options to extend at the time of expiration. The Company did not recognize the operating lease ROU assets and lease liabilities on the balance sheet as this lease had an initial term of 12 months or less. Operating lease expenses was recorded under general and administrative expenses for the years ended June 30, 2023 and 2022 amounted to $530,591 and $123,134, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2023 | |
Subsequent Events | |
Subsequent Events | Note 16 – Subsequent Events The Company evaluated all events and transactions that occurred after June 30, 2023 up through the date the Company issued these consolidated financial statements on October 31, 2023. There are not any material subsequent events that would require disclosure in these consolidated financial statements. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Jun. 30, 2023 | |
Summary of significant accounting policies | |
Liquidity | Liquidity In assessing the Company’s liquidity, the Company monitors and analyzes the cash on-hand and its operating expenditure commitments. The Company’s liquidity needs are to meet its working capital requirements and operating expenses obligations. To date, the Company has financed its operations primarily through cash flows from operations and proceeds from financial institutions or third-party loans. As of June 30, 2023, the Company had working capital of approximately $1.0 million. The Company engages in Bitcoin mining business, the Bitcoins it mined can be used to pledge and finance. In addition, equity financing has been utilized to finance the Company’s working capital requirements and capital expenditures. Based on the above considerations, management is of the opinion that the Company has sufficient funds to meet its working capital requirements for the next twelve months from the date of this report. |
Basis of presentation | Basis of presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (SEC), regarding financial reporting, and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results. |
Principles of consolidation | Principles of consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances are eliminated upon consolidation. The Company accounts for its noncontrolling interests in joint ventures or partnerships where the Company has influence over financial and operational matters, generally 50% or less ownership interest, under the equity method of accounting. In such cases, the original investments are recorded at cost and adjusted for our share of earnings, losses, and distributions. Distributions received from equity method investees are accounted for under the cumulative earnings approach on the Company’s consolidated statements of cash flows. |
Use of estimates and assumptions | Use of estimates and assumptions In presenting the consolidated financial statements in accordance with U.S. GAAP, management make estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgement and available information. Accordingly, actual results could differ from those estimates. On an ongoing basis, management reviews these estimates and assumptions using the currently available information. Changes in facts and circumstances may cause the Company to revise its estimates. The Company bases its estimates on past experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. The inputs into our judgments and estimates consider the economic implications of COVID-19 on the Company’s critical and significant accounting estimates. Significant estimates are used when accounting for items and matters including standalone selling price of each distinct performance obligation in revenue recognition, determinations of the useful lives and impairment of long-lived assets, allowances for doubtful accounts, realization of deferred tax assets and uncertain tax position, fair value of the Company’s share price to determine the beneficial conversion feature (“BCF”) within the convertible debentures, fair value of the share-based compensation, and fair value of the warrants issued. |
Foreign currency translation and transaction | Foreign currency translation and transaction The reporting currency of the Company is the U.S. dollar. Disposed Xiangtai BVI conducted its businesses in the local currency, Renminbi (RMB), as its functional currency. Assets and liabilities of disposed entities are translated at the unified exchange rate as quoted by the People’s Bank of China at the end of the period. The Company’s results of discontinued operations and cash flows are translated at the average translation rates and the equity accounts are translated at historical rates. Translation adjustments resulting from this process are included in accumulated other comprehensive income (loss). Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. The average translation rate applied to the consolidated statements of discontinued operations and comprehensive income (loss) and cash flows for the ten months ended April 30, 2022 was 6.41 RMB to $1.00. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheet. |
Discontinued operations | Discontinued operations In accordance with ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the components of an entity meet the criteria in paragraph 205-20-45-1E to be classified as discontinued operations. When all of the criteria to be classified as discontinued operations are met, including management having the authority to approve the action and committing to a plan to sell the entity or the components, the major current assets, other assets, current liabilities, and noncurrent liabilities shall be reported as components of total assets and liabilities separate from the balances of the continuing operations. At the same time, the results of discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the net income (loss) of continuing operations in accordance with ASC 205-20-45. See Note 4 – Discontinued operations. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents consist of cash on hand and time deposits placed with banks or other financial institutions and have original maturities of less than three months. |
Cryptocurrencies | Cryptocurrencies Cryptocurrencies (Bitcoins) are included in current assets in the accompanying consolidated balance sheets. Cryptocurrencies purchased are recorded at cost. Cryptocurrencies awarded to the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy disclosed below. Cryptocurrencies held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the intraday low quoted price of the cryptocurrency at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. For the years ended June 30, 2023 and 2022, $181,263 and $50,463 impairment loss was recognized, respectively. Purchases of cryptocurrencies by the Company are included within investing activities in accompanying consolidated statements of cash flows, while cryptocurrencies awarded to the Company through its mining activities are included within operating activities on the accompanying consolidated statements of cash flows. The sales of cryptocurrencies are included within investing activities in the accompanying consolidated statements of cash flows and any realized gains or losses from such sales are included in other income (expense) in the consolidated statements of operations. The Company accounts for its gains or losses in accordance with the first in first out (FIFO) method of accounting. |
Other receivables | Other receivables Other receivables include receivable due to exercised underwriting offering over-allotment option, advances to a third party, and receivable due from buyer of disposed entities. Management regularly reviews the aging of receivables and changes in payment trends and records allowances when management believes the collection of amounts due are at risk. Accounts considered uncollectable are written off against allowances after exhaustive efforts at collection are made. As of June 30, 2023 and 2022, $2,582,761 and nil allowance for doubtful accounts was recognized, respectively. |
Prepayments | Prepayments Prepayments are cash deposited for future mining equipment purchases or cash advanced to service providers for future services. This amount is refundable and bears no interest. |
Security deposits | Security deposits Security deposits are cash deposited to mining services providers with a term of one year. This amount is refundable and bears no interest. Management regularly reviews the deposit accounts and changes in payment trends and records allowances when management believes the collection of amounts due are at risk. Accounts considered uncollectable are written off against allowances after exhaustive efforts at collection are made. As of June 30, 2023 and 2022, $691,099 and nil allowance for doubtful accounts was recognized, respectively. |
Plant and equipment, net | Plant and equipment, net Plant and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets with no residual value. The estimated useful lives are as follows: Useful Life Cryptocurrency mining equipment 5 years The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the consolidated statements of income and comprehensive income. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances revise estimates of useful lives. |
Long-term investment | Long-term investment The Company’s long-term investment consists of an equity investment without readily determinable fair value. For equity securities without readily determinable fair value and do not qualify for the existing practical expedient in ASC Topic 820, Fair Value Measurements and Disclosures (“ASC820”) to estimate fair value using the net asset value per share (or its equivalent) of the investment, the Company elected to use the measurement alternative to measure those investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer, if any. For those equity investments that the Company elects to use the measurement alternative, the Company makes a qualitative assessment of whether the investment is impaired at each reporting date. If a qualitative assessment indicates that the investment is impaired, the entity has to estimate the investment’s fair value in accordance with the principles of ASC 820. If the fair value is less than the investment’s carrying value, the Company has to recognize an impairment loss in net income (loss) equal to the difference between the carrying value and fair value. During the years ended June 30, 2023, 2022 and 2021, the Company recorded $610,302, nil and nil impairment loss for this long-term investment, respectively. |
Impairment for long-lived assets | Impairment for long-lived assets Long-lived assets, including plant and equipment and intangible assets with finite lives are reviewed 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 value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. During the years ended June 30, 2023 and 2022, $16,691,803 and nil impairment of long-lived assets was recognized, respectively. |
Accounts payable | Accounts payable Accounts payable are unpaid hosting fees. This amount is generally due within 30 days. |
Financial Instruments | Financial instruments The Company analyzes all financial instruments with features of both liabilities and equity under FASB Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” and FASB ASC Topic 815 “Derivatives and Hedging”. The embedded conversion features of convertible debentures not separately accounted for as a derivative and contained considered to be derivative instruments provide for a rate of conversion that is below market value. Such feature is normally characterized as a BCF required to separate the instruments into debt and equity. A BCF is a non-detachable conversion feature that is “in the money” at the commitment date, which requires recognition of interest expense for underlying debt instruments and a deemed dividend for underlying equity instruments. A conversion option is “in the money” if the effective conversion price is lower than the commitment date fair value of the share into which it is convertible. The relative fair values of the BCF were recorded as discounts from the face amount of the respective debt instrument. The Company amortized the discount using the straight-line method which approximates the effective interest method through maturity of such instruments. |
Fair value measurement | Fair value measurement The accounting standard regarding the fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company. The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures. The three levels are defined as follow: ● 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, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. Financial instruments included in current assets and current liabilities are reported in the consolidated balance sheets at face value or cost, which approximate fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest. Long-term convertible debenture on the balance sheets is at carrying value, which approximates fair value as the third party was lending the money to us at the market rate. |
Related parties | Related parties A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. |
Convertible debentures | Convertible debentures The Company evaluates its convertible debentures to determine if those contracts or embedded components of those contracts qualify as derivatives. The result of this accounting treatment is that the fair value of the embedded derivative is recorded at fair value each reporting period and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income or expense. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value at issuance, this feature is characterized as a BCF. A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and the Company amortizes the discount to interest expense, over the life of the debt. Upon conversion, the carrying amount of the convertible debentures, net of the unamortized discount shall be reduced by, if any, the cash (or other assets) transferred and then shall be recognized in the capital accounts to reflect the shares issued and no gain or loss is recognized pursuant to ASC Topic 470-20-40-4. |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. As the Company’s warrants meet all of the criteria for equity classification, so the Company classified each warrant as its own equity. |
Revenue recognition | Revenue recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: (i) identifies the contract with the customer, (ii) identifies the performance obligations in the contract, (iii) determines the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocates the transaction price to the respective performance obligations in the contract, and (v) recognizes revenue when (or as) the Company satisfies the performance obligation. In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: ● Variable consideration ● Constraining estimates of variable consideration ● The existence of a significant financing component in the contract ● Noncash consideration ● Consideration payable to a customer Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. Cryptocurrency mining: The Company has entered into cryptocurrency mining pools by executing contracts with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less cryptocurrency transaction fees to the mining pool operator which are recorded net with revenues), for successfully adding a block to the blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. Providing computing power in cryptocurrency transaction verification services is an output of the Company’s ordinary activities. The provision of computing power is the only performance obligation in the Company’s contracts with third party pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the Company successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions. Fair value of the cryptocurrency award received is determined using the intraday low quoted price of the related cryptocurrency at the time of receipt. All of the Company’s cryptocurrency are populated cryptocurrencies which are actively traded on the major trading platforms such as coinmarketcap.com. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations. |
Cost of revenues | Cost of revenues Cost of revenues consists primarily of the direct costs associated with running the cryptocurrency mining business, such as utilities, maintenance labor costs, shipping fees, plant remodeling fees and other service charges. The Company signed hosting agreement with hosting partners, and the hosting partners will install the mining equipment and provide elective power, internet services and other necessary services to maintain the operation of the mining equipment. All the related operating fees are included in the all-in-one monthly fees charged by the hosting partner to the Company. Depreciation of cryptocurrency mining equipment is calculated separately and also recorded as a component of cost of revenues for cryptocurrency mining. |
Share-based compensation | Share-based compensation The Company records share compensation expense for employees at fair value on the grant date and recognizes the expense over the employee’s requisite service period. The Company’s expected volatility assumption is based on the historical volatility of the Company’s shares. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination rate. The risk-free interest rate for the expected term of an option is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield is based on the Company’s current and expected dividend policy. The Company records share compensation expense for non-employees at fair value on the grant date and recognizes the expense over the service provider’s requisite service period. |
Income taxes | Income taxes The Company accounts for income taxes in accordance with U.S. GAAP for income taxes. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided in accordance with the laws of the relevant taxing authorities. An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. PRC tax returns of the discontinued operations filed in 2020 to 2022 are subject to examination by any applicable tax authorities. |
(Loss) earnings per share ("EPS") | (Loss) earnings per share (“EPS”) Basic (loss) earnings per share are computed by dividing (loss) income available to ordinary shareholders by the weighted average ordinary shares outstanding during the period. Diluted (loss) earnings per share take into account the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised and converted into ordinary shares. Ordinary shares equivalents having an anti-dilutive effect on earnings per share are excluded from the calculation of diluted (loss) earnings per share. Dilution is computed by applying the treasury share method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase ordinary shares at the average market price during the period. A total of 4,667 warrants with weighted average effect of 1,867 ordinary shares using treasury share method, a total of 95,000 vested share options issued on August 1, 2019 with conversion effect of 71,250 ordinary shares, a total of warrants to purchase up to 17,175,412 ordinary shares in a concurrent private placement with an exercise price of US$1.008 per share, a total of warrants to purchase up to 858,711 ordinary shares in a concurrent private placement with an exercise price of US$0.96 per share, a total of warrants to purchase up to 18,124,400 ordinary shares in a concurrent private placement with an exercise price of US$1.008 per share, a total of warrants to purchase up to 906,220 ordinary shares in a concurrent private placement with an exercise price of US$0.89 per share, a total of warrants to purchase up to 563,726 ordinary shares in a concurrent private placement with an exercise price of US$0.51 per share, and a total of warrants to purchase up to 5,925,599 ordinary shares in a concurrent private placement with an exercise price of US$1.2 per share are excluded in the diluted EPS calculation for the year ended June 30, 2023 due to their anti-diluted effect. A total of 4,667 warrants with weighted average effect of 1,867 ordinary shares using treasury share method, a total of 90,000 vested share options issued on August 1, 2019 with conversion effect of 90,000 ordinary shares, a total of warrants to purchase up to 17,175,412 ordinary shares in a concurrent private placement with an exercise price of US$1.008 per share, a total of warrants to purchase up to 18,124,400 ordinary shares in a concurrent private placement with an exercise price of US$1.008 per share, and a total of warrants to purchase up to 563,726 ordinary shares in a concurrent private placement with an exercise price of US$0.51 per share are excluded in the diluted EPS calculation for the year ended June 30, 2022 due to their anti-diluted effect. A total of 4,667 warrants with weighted average effect of 1,867 ordinary shares using treasury share method, a total of 90,000 vested share options issued on August 1, 2019 with conversion effect of 90,000 ordinary shares, a total of $1.0 million principal value of convertible debts issued on March 9, 2020 with floor conversion price of $0.8 and conversion effect of 1,125,182 ordinary shares, a total of $0.7 million principal value of convertible debts issued on June 19, 2020 with floor conversion price of $0.8 and conversion effect of 912,532 ordinary shares, a total of $0.7 million principal value of convertible debts with floor conversion price of $2.5 issued on July 17, 2020 and estimated conversion effect of 280,000 ordinary shares, a total of $0.3 million principal value of convertible debts issued on August 14, 2020 with floor conversion price of $2.5 and estimated conversion effect of 120,000 ordinary shares, a total of $0.3 million principal value of convertible debts issued on November 13, 2020 with floor conversion price of $2.5 and estimated conversion effect of 120,000 ordinary shares, and a total of 1,000,000 contingent shares to be issued to JMC Shareholders are excluded in the diluted EPS calculation for the year ended June 30, 2021 due to their anti-diluted effect. |
Segment reporting | Segment reporting ASC 280, Segment Reporting |
Recently issued accounting pronouncements | Recently issued accounting pronouncements In May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification. Update 2016-13 also modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments— Credit Losses—Available-for-Sale Debt Securities. The amendments in this Update address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. In November 2019, the FASB issued ASU No. 2019-10, which to update the effective date of ASU No. 2016-02 for private companies, not-for-profit organizations and certain smaller reporting companies applying for credit losses, leases, and hedging standard. The new effective date for these preparers is for fiscal years beginning after December 15, 2022. The Company has not early adopted this update and it will become effective on July 1, 2023 assuming the Company will remain an emerging growth company, which qualified as smaller reporting company, at that date. The Company is currently evaluating the impact of ASU 2019-05 will have on its consolidated financial statements. In January 2020, the FASB issued ASU 2020-01 to clarify the interaction of the accounting for equity securities under ASC 321 and investments accounted for under the equity method of accounting in ASC 323 and the accounting for certain forward contracts and purchased options accounted for under ASC 815. With respect to the interactions between ASC 321 and ASC 323, the amendments clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting when applying the measurement alternative in ASC 321, immediately before applying or upon discontinuing the equity method of accounting. With respect to forward contracts or purchased options to purchase securities, the amendments clarify that when applying the guidance in ASC 815-10-15-141(a), an entity should not consider whether upon the settlement of the forward contract or exercise of the purchased option, individually or with existing investments, the underlying securities would be accounted for under the equity method in ASC 323 or the fair value option in accordance with ASC 825. The ASU is effective for interim and annual reporting periods beginning after December 15, 2020. The adoption of this standard did not have a material impact on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, “Debt – Debt Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. The amendment in this Update is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles (GAAP) for certain financial instruments with characteristics of liabilities and equity. For convertible instruments, the Board decided to reduce the number of accounting models for convertible debt instruments and convertible preferred shares. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this Update are effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The adoption of this ASU did not have a material effect on the Company’s consolidated financial statements and related disclosures. Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of income and comprehensive income and statements of cash flows. |
Reclassification | Reclassification Certain prior year amounts have been reclassified to conform to the current year of operations and cash flow presentations. These reclassifications have no effect on the accompanying statements of operations. |
Nature of business and organi_2
Nature of business and organization (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Nature of business and organization | |
Schedule of consolidated financial statements reflect the activities of Bit Origin | Name Background Ownership SonicHash Canada · 100% owned by Bit Origin SonicHash Singapore · 100% owned by Bit Origin SonicHash US · 100% owned by Bit Origin Xiangtai BVI · 100% owned by Bit Origin Xiangtai HK · A Hong Kong company 100% owned by Xiangtai BVI Xiangtai WFOE · A PRC limited liability company and deemed a wholly foreign-owned enterprise (“WFOE”) 100% owned by Xiangtai HK CQ Penglin · A PRC limited liability company VIE of Xiangtai WFOE GA Yongpeng · A PRC limited liability company 100% owned by Xiangtai WFOE CQ Pengmei · A PRC limited liability company 100% owned by Xiangtai WFOE JMC · A PRC limited liability company 51 % VIE of Xiangtai WFOE Silanchi · A British Virgin Islands company 100% owned by Bit Origin Haochuangge · A Hong Kong company 100% owned by Silanchi Gangyixing WFOE · A PRC limited liability company and deemed a wholly foreign-owned enterprise (“WFOE”) 100% owned by Haochuangge Fu Tong Ge · A PRC limited liability company VIE of Gangyixing WFOE |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Summary of significant accounting policies | |
Schedule of estimated useful lives of plant and equipment, net | Useful Life Cryptocurrency mining equipment 5 years |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Discontinued Operations | |
Summary of carrying amounts of major classes of assets and liabilities included as part of discontinued operations of CQ Pengmei and reconciliation of the amounts of major classes of income and losses from discontinued operations in the consolidated statements of operations and comprehensive loss | Reconciliation of the amounts of major classes of income and losses from discontinued operations in the consolidated statements of operations and comprehensive loss for the years ended June 30, 2022 and 2021. For the Year Ended For the Year Ended June 30, June 30, 2022 2021 REVENUES: Supermarket and grocery store $ — $ 1,777,222 Farmers' market 4,201,877 47,319,273 Feed raw materials 23,651,802 80,504,501 Total revenues 27,853,679 129,600,996 COST OF REVENUES: Supermarket and grocery store — 1,885,056 Farmers' market 4,189,686 46,519,672 Feed raw materials 22,499,787 77,501,417 Total cost of revenues 26,689,473 125,906,145 Gross profit 1,164,206 3,694,851 OPERATING EXPENSES: Selling 58,625 910,947 General and administrative 611,490 1,215,241 Provision for doubtful accounts 27,380,572 38,110,049 Impairment of goodwill — 5,533,507 Impairment of long-lived assets — 1,026,023 Total operating expenses 28,050,687 46,795,767 Loss from operations (26,886,481) (43,100,916) OTHER INCOME (EXPENSES) Interest income 494 1,476 Interest expense (1,483,947) (1,654,086) Other finance expense (2,677) (25,333) Other expense (income), net (9,545) 333,564 Total other expenses, net (1,495,675) (1,344,379) Loss before income taxes (28,382,156) (44,445,295) Income tax expense (benefit) 2,551,113 (1,002,346) Net loss from discontinued operations $ (30,933,269) $ (43,442,949) As of April 27, 2022, the net assets of discontinued operations and reconciliation of gain on sale of discontinued operations of Xiangtai BVI and Silanchi are as follows: April 27, 2022 CURRENT ASSETS: Cash and cash equivalents $ 476,105 Accounts receivables, net 3,945,103 Other receivables, net 6,214,926 Prepayments 140,264 Total current assets of discontinued operations 10,776,398 OTHER ASSETS: Other receivables 60,492 Plant and equipment, net 1,996,324 Intangible assets, net 299,627 Operating lease right-of-use assets 2,049,125 Total other assets of discontinued operations 4,405,568 Total assets of discontinued operations $ 15,181,966 Carrying amounts of major classes of liabilities included as part of discontinued operations of Xiangtai BVI and Silanchi: CURRENT LIABILITIES: Loans from third parties $ 8,015,608 Current maturities of long-term loan - bank 831,329 Accounts payable 16,457,687 Accounts payable - related party 3,636,175 Customer deposits 4,400,350 Customer deposit - related party 35,815 Other payables and accrued liabilities 1,676,816 Other payables – related parties 20,000 Operating lease liabilities 38,088 Taxes payable 4,118,960 Total current liabilities of discontinued operations 39,230,828 OTHER LIABILITIES: Loans from third parties 1,513,203 Long-term loans – related parties 762,654 Operating lease liabilities - noncurrent 83,747 Total other liabilities of discontinued operations 2,359,604 Total liabilities of discontinued operations $ 41,590,432 Total net deficit $ (26,408,466) Retained earnings carryover (56,761,139) Total consideration received 4,029,212 Exchange rate effect (271,431) Total gain on sale of discontinued operations $ 34,110,454 |
Cryptocurrencies (Tables)
Cryptocurrencies (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Cryptocurrencies. | |
Summary of cryptocurrency mining activities | Quantities (in coins) Cryptocurrencies BTC Amounts Balance on July 1, 2021 — $ — Revenue recognized from cryptocurrencies mined 7.17 192,351 Hosting fees settled in cryptocurrencies — — Proceeds from sale of cryptocurrencies — — Realized gain on sale/exchange of cryptocurrencies — — Impairment loss of cryptocurrencies — (50,463) Balance on June 30, 2022 7.17 $ 141,888 Revenue recognized from cryptocurrencies mined 272.38 6,261,091 Hosting fees settled in cryptocurrencies (22.14) (428,839) Proceeds from sale of cryptocurrencies (175.09) (4,384,562) Realized gain on sale/exchange of cryptocurrencies — 676,015 Impairment loss of cryptocurrencies — (181,263) Balance on June 30, 2023 82.32 * $ 2,084,330 * A total of 55 BTCs out of the 82.32 BTCs on June 30, 2023 was pledged in and held by a third party’s wallet for the Company’s third-party loans (see Note 10 for details). |
Other receivables, net (Tables)
Other receivables, net (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Other receivables, net | |
Summary of other receivables, net | June 30, June 30, 2023 2022 Receivable for exercised over-allotment option $ — $ 686,750 Advances to a third party 118,212 — Receivable due from buyer of disposed entities 2,582,761 3,029,212 Total other receivables 2,700,973 3,715,962 Less: allowance for doubtful accounts (2,582,761) — Total other receivables, net $ 118,212 $ 3,715,962 |
Prepayments (Tables)
Prepayments (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Prepayments | |
Summary of prepayments | June 30, June 30, 2023 2022 Prepaid mining equipment purchase prices* $ — $ 18,175,800 Prepaid expenses 343,597 20,625 Total prepayments 343,597 18,196,425 *The balance is the payment the Company prepaid for 2,760 units cryptocurrency mining equipment, of which 1,700 units were arrived in Marion Indiana in July 2022 and the remaining 1,060 units were delivered in December 2022. |
Plant and equipment, net (Table
Plant and equipment, net (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Plant and equipment, net | |
Summary of plant and equipment, net | June 30, June 30, 2023 2022 Cryptocurrency mining equipment $ 29,703,726 $ 8,302,893 Less: accumulated depreciation (5,638,718) (276,763) Total plant and equipment, net 24,065,008 8,026,130 Less: impairment loss (16,691,803) — Plant and equipment, net $ 7,373,205 $ 8,026,130 |
Long-term investment (Tables)
Long-term investment (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Long-term investment | |
Schedule of long-term investment | June 30, June 30, 2023 2022 Cost of long-term investment 3,000,000 3,000,000 Less: impairment loss (610,302) — Long-term investment, net $ 2,389,698 $ 3,000,000 |
Related party transactions an_2
Related party transactions and balances (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Related party transactions and balances | |
Summary of related party balances | June 30, June 30, Name of related party Relationship 2023 2022 Lucas Wang CEO $ — $ 354,903 * *The balance was from the $1 million disposal consideration CEO received on behalf of the Company and offset by the expenses CEO paid for the Company. The remaining balance was fully offset by the expenses paid by CEO for the Company as of June 30, 2023. |
Credit facilities (Tables)
Credit facilities (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Credit facilities | |
Summary of outstanding balances of third-party loans | Name of lender Maturities Weighted average interest rate Collateral/Guarantee June 30, June 30, 2023 2022 Pony Partners Ltd August 30, 2023 (Fully repaid in September 2023) 5.5 % 20 BTC $ 280,000 $ — Pony Partners Ltd September 12, 2023 (Fully repaid in September 2023) 5.5 % 35 BTC 539,000 — $ 819,000 * $ — |
Taxes (Tables)
Taxes (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Taxes | |
Schedule of significant components of the provision for income taxes | For the year For the year For the year ended ended ended June 30, 2023 June 30, 2022 June 30, 2021 Cayman $ (6,034,362) $ (4,936,199) $ (3,640,018) United States (22,024,619) (379,349) — Canada (1,998) (2,270) — Singapore (155,373) (24,858) — $ (28,216,352) $ (5,342,676) $ (3,640,018) |
Schedule of reconciliation of statutory tax rates to effective tax rate | June 30, June 30, June 30, 2023 2022 2021 Federal statutory tax rate 21.0 % 21.0 % 21.0 % State statutory tax rate 5.75 % 5.75 % — % Change in valuation allowance (26.75) % (26.75) % (21.0) % Effective tax rate — % — % — % |
Schedule of significant components of deferred tax assets | June 30, June 30, 2023 2022 Deferred tax assets Net operating loss carryforward in the U.S. 4,704,833 69,066 Net operating loss carryforward in Canada 640 341 Net operating loss carryforward in Singapore 30,639 4,226 Valuation allowance (4,736,112) (73,633) Total net deferred tax assets $ — $ — |
Concentration of risks (Tables)
Concentration of risks (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Concentration of risks | |
Summary of concentration risks | For the years ended June 30, 2023 2022 2021 Amount of the Company’s purchases Supplier A $ 504,822 $ 126,621 — Supplier B $ 4,870,146 — — |
Convertible Debentures (Tables)
Convertible Debentures (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Convertible Debentures | |
Schedule of Black Scholes options pricing model | Share price $ 0.27 Exercise price $ 1.20 Expected terms (in years) 7 Expected volatility 109 % Annual rate of quarterly dividends — % Risk free interest rate 1.52 % |
Schedule of components of convertible debentures | June 30, June 30, 2023 2022 Principal balance $ 2,100,000 $ — Less: repayments (300,000) — Remaining balance 1,800,000 — Less: Debentures discount and debts insurance cost (543,201) — Total $ 1,256,799 $ — Less: non-current (486,332) — Total current $ 770,467 $ — |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Equity | |
Summary of share options activity | The summary of share option activity is as follows giving retroactive effect to the 1-to-30 Reverse Share Split effected on May 23, 2023: Weighted Average Average Remaining Aggregate Options Exercisable Exercise Contractual Intrinsic Outstanding Option Price Life Value June 30, 2020 3,167 2,375 $ 150.00 2.50 — Granted/Acquired — — $ — — — Forfeited — — $ — — — Exercised — — $ — — — June 30, 2021 3,167 2,375 $ 150.00 1.50 — Granted/Acquired — — $ — — — Forfeited — — $ — — — Exercised — — $ — — — June 30, 2022 3,167 2,375 $ 150.00 0.50 — Granted/Acquired — — $ — — — Forfeited (3,167) (2,375) $ 150.00 — — Exercised — — $ — — — June 30, 2023 — — $ — — — |
Summary of restricted share grants | The summary of restricted share grants is as follows giving retroactive effect to the 1-to-30 Reverse Share Split effected on May 23, 2023: Weighted Average Grant Date Aggregate Fair Value Intrinsic Shares Per Share Value Unvested as of June 30, 2021 — $ — $ — Granted 52,670 $ 25.65 $ — Forfeited — $ — $ — Vested (52,670) $ 25.65 $ — Unvested as of June 30, 2022 — $ — $ — Granted 13,169 $ 5.11 $ — Forfeited — $ — $ — Vested (13,169) $ 5.11 $ — Unvested as of June 30, 2023 — $ — $ — |
Summary of warrant activity | The summary of warrant activity is as follows giving retroactive effect to the 1-to-30 Reverse Share Split effected on May 23, 2023: Weighted Average Average Remaining Warrants Exercisable Exercise Contractual Outstanding Shares Price Life June 30, 2020 156 156 $ 90.00 3.88 Granted/Acquired — — $ — — Forfeited — — $ — — Exercised — — $ — — June 30, 2021 156 156 $ 90.00 2.86 Granted/Acquired 1,254,285 1,254,285 $ 29.90 5.00 Forfeited — — $ — — Exercised — — $ — — June 30, 2022 1,254,441 1,254,441 $ 29.91 4.76 Granted/Acquired 4,523,333 4,523,333 $ 1.3552 7.00 Forfeited — — $ — — Exercised — — $ — — June 30, 2023 5,777,774 5,777,774 $ 7.55 3.89 |
Nature of business and organi_3
Nature of business and organization - Business Overview (Details) | 12 Months Ended |
Jun. 30, 2023 | |
Nature of business and organization | |
Equity interest (in percent) | 100% |
Number of bulk purchases of cryptocurrency mining equipment | 4,250 |
Nature of business and organi_4
Nature of business and organization - Historic Business Acquisition (Details) | 12 Months Ended | ||||||
Aug. 07, 2022 shares | Sep. 03, 2020 USD ($) | Apr. 03, 2020 USD ($) $ / shares shares | Jul. 02, 2018 USD ($) store | Jul. 02, 2018 CNY (¥) store | Jun. 30, 2023 shares | Dec. 12, 2019 | |
Shareholders of Silanchi | Shareholders of Silanchi | |||||||
Nature of business and organization | |||||||
Total consideration | $ | $ 100 | ||||||
Equity interest | 100% | 98% | |||||
JMC | |||||||
Nature of business and organization | |||||||
Issuance of ordinary shares for acquisition | $ | $ 2,658,909 | ||||||
Ownership interest to be acquired (as a percent) | 51% | ||||||
Number of shares to be issued (in shares) | shares | 400,000 | 2,000,000 | |||||
Price at which the shares are to be issued (in dollars per share) | $ / shares | $ 1.77 | ||||||
Percentage of after-tax net income payable to the company as service fee (as a percent) | 51% | ||||||
JMC | China Meitai | Xiangtai Cayman | |||||||
Nature of business and organization | |||||||
Number of shares to be issued (in shares) | shares | 1,600,000 | ||||||
CQ Pengmei | |||||||
Nature of business and organization | |||||||
Number of grocery stores operated | store | 2 | 2 | |||||
Issuance of ordinary shares for acquisition | $ 900,000 | ¥ 5,949,052 |
Nature of business and organi_5
Nature of business and organization - Consolidated financial statements reflect the activities of Bit Origin (Details) | Jun. 30, 2023 |
SonicHash Canada | SonicHash Canada | |
Nature of business and organization | |
Noncontrolling Interest, Ownership Percentage by Parent | 100% |
SonicHash Singapore | SonicHash Singapore | |
Nature of business and organization | |
Noncontrolling Interest, Ownership Percentage by Parent | 100% |
SonicHash US | SonicHash US | |
Nature of business and organization | |
Noncontrolling Interest, Ownership Percentage by Parent | 100% |
Xiangtai BVI | Xiangtai BVI | |
Nature of business and organization | |
Noncontrolling Interest, Ownership Percentage by Parent | 100% |
Xiangtai HK | Xiangtai BVI | |
Nature of business and organization | |
Noncontrolling Interest, Ownership Percentage by Parent | 100% |
Xiangtai WFOE | Xiangtai HK | |
Nature of business and organization | |
Noncontrolling Interest, Ownership Percentage by Parent | 100% |
Guangan Yongpeng | Xiangtai WFOE | |
Nature of business and organization | |
Noncontrolling Interest, Ownership Percentage by Parent | 100% |
CQ Pengmei | Xiangtai WFOE | |
Nature of business and organization | |
Noncontrolling Interest, Ownership Percentage by Parent | 100% |
JMC | Xiangtai WFOE | |
Nature of business and organization | |
Noncontrolling Interest, Ownership Percentage by Parent | 51% |
Silanchi | Silanchi | |
Nature of business and organization | |
Noncontrolling Interest, Ownership Percentage by Parent | 100% |
Haochuangge | Silanchi | |
Nature of business and organization | |
Noncontrolling Interest, Ownership Percentage by Parent | 100% |
Gangyixing WFOE | Haochuangge | |
Nature of business and organization | |
Noncontrolling Interest, Ownership Percentage by Parent | 100% |
Summary of significant accoun_4
Summary of significant accounting policies - Liquidity (Details) $ in Millions | Jun. 30, 2023 USD ($) |
Summary of significant accounting policies | |
Working capital | $ 1 |
Summary of significant accoun_5
Summary of significant accounting policies - Foreign currency translation and transaction (Details) | Apr. 30, 2022 | Mar. 31, 2022 |
Summary of significant accounting policies | ||
Average translation rate | 6.41 | 6.41 |
Summary of significant accoun_6
Summary of significant accounting policies - Cryptocurrencies (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Summary of significant accounting policies | ||
Impairment loss of cryptocurrencies | $ 181,263 | $ 50,463 |
Summary of significant accoun_7
Summary of significant accounting policies - Other receivables (Details) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Summary of significant accounting policies | ||
Allowance for the doubtful accounts | $ 2,582,761 | $ 0 |
Summary of significant accoun_8
Summary of significant accounting policies - Security deposits (Details) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Summary of significant accounting policies | ||
Allowance for the doubtful accounts | $ 2,582,761 | $ 0 |
Security deposits | ||
Summary of significant accounting policies | ||
Allowance for the doubtful accounts | $ 691,099 | $ 0 |
Summary of significant accoun_9
Summary of significant accounting policies - Plant and equipment, net (Details) | Jun. 30, 2023 |
Plant and equipment, net | |
Property, Plant and Equipment, Salvage Value, Percentage | 0% |
Cryptocurrency mining equipment | |
Plant and equipment, net | |
Property, Plant and Equipment, Useful Life | 5 years |
Summary of significant accou_10
Summary of significant accounting policies - Long-term investment (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Summary of significant accounting policies | |||
Impairment of long-term investment | $ 610,302 | $ 0 | $ 0 |
Summary of significant accou_11
Summary of significant accounting policies - Impairment for long-lived assets (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Summary of significant accounting policies | ||
Impairment of long lived assets | $ 16,691,803 | $ 0 |
Summary of significant accou_12
Summary of significant accounting policies - Accounts payable (Details) | 12 Months Ended |
Jun. 30, 2023 | |
Summary of significant accounting policies | |
Term for payments of accounts payable | 30 days |
Summary of significant accou_13
Summary of significant accounting policies - Earnings per share ("EPS") (Details) - USD ($) | 12 Months Ended | |||||||||||||||
Nov. 22, 2022 | Jun. 03, 2022 | Jan. 28, 2022 | Nov. 22, 2021 | Nov. 13, 2020 | Aug. 14, 2020 | Jul. 17, 2020 | Jun. 19, 2020 | Mar. 09, 2020 | Nov. 22, 2019 | Aug. 01, 2019 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 30, 2019 | |
Earnings per share ("EPS") | ||||||||||||||||
Number of warrants | 4,667 | |||||||||||||||
Remaining balance | $ 1,800,000 | |||||||||||||||
Incremental common shares attributable to dilutive effect of ordinary shares with redemption rights | 1,867 | |||||||||||||||
Incremental common shares attributable to call options and warrants | 1,867 | |||||||||||||||
Exercise price of warrants | $ 7.55 | $ 29.91 | $ 90 | $ 90 | ||||||||||||
Vested share options | ||||||||||||||||
Earnings per share ("EPS") | ||||||||||||||||
Antidilutive securities (in shares) | 90,000 | |||||||||||||||
Incremental common shares attributable to dilutive effect of ordinary shares with redemption rights | 90,000 | |||||||||||||||
Shares excluded in the diluted EPS calculation due to their anti-diluted effect | 90,000 | |||||||||||||||
Vested share options | Private placements | ||||||||||||||||
Earnings per share ("EPS") | ||||||||||||||||
Incremental common shares attributable to dilutive effect of ordinary shares with redemption rights | 95,000 | |||||||||||||||
Warrants issued | Private placements | ||||||||||||||||
Earnings per share ("EPS") | ||||||||||||||||
Antidilutive securities (in shares) | 858,711 | |||||||||||||||
Shares excluded in the diluted EPS calculation due to their anti-diluted effect | 858,711 | |||||||||||||||
Convertible debt issued on August 1, 2019 | ||||||||||||||||
Earnings per share ("EPS") | ||||||||||||||||
Incremental common shares attributable to dilutive effect of ordinary shares with redemption rights | 90,000 | |||||||||||||||
Convertible debt issued on August 1, 2019 | Private placements | ||||||||||||||||
Earnings per share ("EPS") | ||||||||||||||||
Incremental common shares attributable to dilutive effect of ordinary shares with redemption rights | 71,250 | |||||||||||||||
Convertible debt issued on June 19, 2020 | ||||||||||||||||
Earnings per share ("EPS") | ||||||||||||||||
Remaining balance | $ 700,000 | |||||||||||||||
Floor conversion price of convertible debts issued, that are anti-dilutive (in dollars per share) | $ 0.8 | |||||||||||||||
Incremental common shares attributable to dilutive effect of ordinary shares with redemption rights | 912,532 | |||||||||||||||
Convertible debt issued on July 17, 2020 | ||||||||||||||||
Earnings per share ("EPS") | ||||||||||||||||
Remaining balance | $ 700,000 | |||||||||||||||
Floor conversion price of convertible debts issued, that are anti-dilutive (in dollars per share) | $ 2.5 | |||||||||||||||
Incremental common shares attributable to dilutive effect of ordinary shares with redemption rights | 280,000 | |||||||||||||||
Convertible debt issued on August 14, 2020 | ||||||||||||||||
Earnings per share ("EPS") | ||||||||||||||||
Remaining balance | $ 300,000 | |||||||||||||||
Floor conversion price of convertible debts issued, that are anti-dilutive (in dollars per share) | $ 2.5 | |||||||||||||||
Incremental common shares attributable to dilutive effect of ordinary shares with redemption rights | 120,000 | |||||||||||||||
Convertible debt issued on November 13, 2020 | ||||||||||||||||
Earnings per share ("EPS") | ||||||||||||||||
Remaining balance | $ 300,000 | |||||||||||||||
Floor conversion price of convertible debts issued, that are anti-dilutive (in dollars per share) | $ 2.5 | |||||||||||||||
Incremental common shares attributable to dilutive effect of ordinary shares with redemption rights | 120,000 | |||||||||||||||
Convertible debt issued on December 30, 2019 | ||||||||||||||||
Earnings per share ("EPS") | ||||||||||||||||
Exercise price of warrants | $ 0.96 | |||||||||||||||
Convertible debt issued on March 9, 2020, one | ||||||||||||||||
Earnings per share ("EPS") | ||||||||||||||||
Remaining balance | $ 1,000,000 | |||||||||||||||
Floor conversion price of convertible debts issued, that are anti-dilutive (in dollars per share) | $ 0.8 | |||||||||||||||
Incremental common shares attributable to dilutive effect of ordinary shares with redemption rights | 1,125,182 | |||||||||||||||
Contingent shares to be issued pursuant to business combination | ||||||||||||||||
Earnings per share ("EPS") | ||||||||||||||||
Antidilutive securities (in shares) | 1,000,000 | |||||||||||||||
Shares excluded in the diluted EPS calculation due to their anti-diluted effect | 1,000,000 | |||||||||||||||
Warrants Issued on November 22, 2021 | ||||||||||||||||
Earnings per share ("EPS") | ||||||||||||||||
Antidilutive securities (in shares) | 17,175,412 | |||||||||||||||
Floor conversion price of convertible debts issued, that are anti-dilutive (in dollars per share) | $ 1.008 | |||||||||||||||
Shares excluded in the diluted EPS calculation due to their anti-diluted effect | 17,175,412 | |||||||||||||||
Warrants Issued on November 22, 2021 | Private placements | ||||||||||||||||
Earnings per share ("EPS") | ||||||||||||||||
Antidilutive securities (in shares) | 17,175,412 | |||||||||||||||
Shares excluded in the diluted EPS calculation due to their anti-diluted effect | 17,175,412 | |||||||||||||||
Exercise price of warrants | $ 1.008 | |||||||||||||||
Warrants Issued on January 28, 2022 | ||||||||||||||||
Earnings per share ("EPS") | ||||||||||||||||
Antidilutive securities (in shares) | 18,124,400 | |||||||||||||||
Shares excluded in the diluted EPS calculation due to their anti-diluted effect | 18,124,400 | |||||||||||||||
Exercise price of warrants | $ 1.008 | |||||||||||||||
Warrants Issued on January 28, 2022 | Private placements | ||||||||||||||||
Earnings per share ("EPS") | ||||||||||||||||
Antidilutive securities (in shares) | 18,124,400 | |||||||||||||||
Shares excluded in the diluted EPS calculation due to their anti-diluted effect | 18,124,400 | |||||||||||||||
Exercise price of warrants | $ 1.008 | |||||||||||||||
Warrants Issued on January 28, 2022 | Private placements | Univest Securities, LLC | ||||||||||||||||
Earnings per share ("EPS") | ||||||||||||||||
Antidilutive securities (in shares) | 906,220 | |||||||||||||||
Shares excluded in the diluted EPS calculation due to their anti-diluted effect | 906,220 | |||||||||||||||
Exercise price of warrants | $ 0.89 | |||||||||||||||
Warrants Issued on June 3, 2022 | Private placements | ||||||||||||||||
Earnings per share ("EPS") | ||||||||||||||||
Antidilutive securities (in shares) | 563,726 | 563,726 | ||||||||||||||
Shares excluded in the diluted EPS calculation due to their anti-diluted effect | 563,726 | 563,726 | ||||||||||||||
Exercise price of warrants | $ 0.51 | $ 0.51 | ||||||||||||||
Warrants issued on October 21, 2022 | Private placements | ||||||||||||||||
Earnings per share ("EPS") | ||||||||||||||||
Antidilutive securities (in shares) | 5,925,599 | |||||||||||||||
Shares excluded in the diluted EPS calculation due to their anti-diluted effect | 5,925,599 | |||||||||||||||
Exercise price of warrants | $ 1.2 |
Discontinued Operations - Recon
Discontinued Operations - Reconciliation of the amounts of major classes of income and losses from discontinued operations (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
OTHER INCOME (EXPENSES) | |||
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS | $ (30,933,269) | $ (43,442,949) | |
Discontinued operations. | Xiangtai BVI and Silanchi | |||
Discontinued Operations | |||
Total revenues | $ 27,853,679 | 129,600,996 | |
Total cost of revenues | 26,689,473 | 125,906,145 | |
Gross profit | 1,164,206 | 3,694,851 | |
OPERATING EXPENSES: | |||
Selling | 58,625 | 910,947 | |
General and administrative | 611,490 | 1,215,241 | |
Provision for doubtful accounts | 27,380,572 | 38,110,049 | |
Impairment of goodwill | 5,533,507 | ||
Impairment of long-lived assets | 1,026,023 | ||
Total operating expenses | 28,050,687 | 46,795,767 | |
Loss from operations | (26,886,481) | (43,100,916) | |
OTHER INCOME (EXPENSES) | |||
Interest income | 494 | 1,476 | |
Interest expense | (1,483,947) | (1,654,086) | |
Other finance expense | (2,677) | (25,333) | |
Other expense (income), net | (9,545) | 333,564 | |
Total other expense, net | (1,495,675) | (1,344,379) | |
Loss before income taxes | (28,382,156) | (44,445,295) | |
Income tax expense (benefit) | 2,551,113 | (1,002,346) | |
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS | (30,933,269) | (43,442,949) | |
Discontinued operations. | Xiangtai BVI and Silanchi | Supermarket and grocery store | |||
Discontinued Operations | |||
Total revenues | 1,777,222 | ||
Total cost of revenues | 1,885,056 | ||
Discontinued operations. | Xiangtai BVI and Silanchi | Farmers' market | |||
Discontinued Operations | |||
Total revenues | 4,201,877 | 47,319,273 | |
Total cost of revenues | 4,189,686 | 46,519,672 | |
Discontinued operations. | Xiangtai BVI and Silanchi | Feed raw materials | |||
Discontinued Operations | |||
Total revenues | 23,651,802 | 80,504,501 | |
Total cost of revenues | $ 22,499,787 | $ 77,501,417 |
Discontinued Operations - Net a
Discontinued Operations - Net assets of discontinued operations and reconciliation of gain on sale of discontinued operations (Details) - USD ($) | 12 Months Ended | |
Apr. 27, 2022 | Jun. 30, 2022 | |
OTHER LIABILITIES: | ||
Total gain on sale of discontinued operations | $ 34,110,454 | |
Discontinued operations. | Xiangtai BVI and Silanchi | ||
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 476,105 | |
Accounts receivables, net | 3,945,103 | |
Other receivables, net | 6,214,926 | |
Prepayments | 140,264 | |
Total current assets of discontinued operations | 10,776,398 | |
OTHER ASSETS: | ||
Other receivables | 60,492 | |
Plant and equipment, net | 1,996,324 | |
Intangible assets, net | 299,627 | |
Operating lease right-of-use assets | 2,049,125 | |
Total other assets of discontinued operations | 4,405,568 | |
Total assets of discontinued operations | 15,181,966 | |
CURRENT LIABILITIES: | ||
Loans from third parties | 8,015,608 | |
Current maturities of long-term loan - bank | 831,329 | |
Accounts payable | 16,457,687 | |
Accounts payable - related party | 3,636,175 | |
Customer deposits | 4,400,350 | |
Customer deposit - related party | 35,815 | |
Other payables and accrued liabilities | 1,676,816 | |
Other payables - related parties | 20,000 | |
Operating lease liabilities | 38,088 | |
Taxes payable | 4,118,960 | |
Total current liabilities of discontinued operations | 39,230,828 | |
OTHER LIABILITIES: | ||
Loans from third parties | 1,513,203 | |
Long-term loans - related parties | 762,654 | |
Operating lease liabilities - noncurrent | 83,747 | |
Total other liabilities of discontinued operations | 2,359,604 | |
Total liabilities of discontinued operations | 41,590,432 | |
Total net deficit | (26,408,466) | |
Retained earnings carryover | (56,761,139) | |
Total consideration received | 4,029,212 | |
Exchange rate effect | (271,431) | |
Total gain on sale of discontinued operations | $ 34,110,454 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) - Sale of equity - Xiangtai BVI and Silanchi | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Discontinued Operations | |
Cash price from sale of subsidiaries | $ 1,000,000 |
Remaining loan of disposed entities carried by the Buyer | $ 3,029,212 |
Cryptocurrencies (Details)
Cryptocurrencies (Details) | 12 Months Ended | ||
Jun. 30, 2023 USD ($) item | Jun. 30, 2022 USD ($) item | Sep. 30, 2023 item | |
Quantities (in coins) | |||
Balance at the beginning | item | 7.17 | 0 | |
Revenue recognized from cryptocurrencies mined | item | 272.38 | 7.17 | |
Hosting fees settled in cryptocurrencies | item | (22.14) | ||
Proceeds from sale of cryptocurrencies | item | (175.09) | ||
Balance at the end | item | 82.32 | 7.17 | |
Cryptocurrencies, amount | |||
Balance at the beginning | $ 141,888 | $ 0 | |
Revenue recognized from cryptocurrencies mined | 6,261,091 | 192,351 | |
Hosting fees settled in cryptocurrencies | (428,839) | ||
Proceeds from sale of cryptocurrencies | (4,384,562) | ||
Realized gain on sale/exchange of cryptocurrencies | 676,015 | ||
Impairment loss of cryptocurrencies | (181,263) | (50,463) | |
Balance at the end | $ 2,084,330 | $ 141,888 | |
Number of BTCs pledged | item | 55 | 55 |
Other receivables, net (Details
Other receivables, net (Details) - Related Party - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Other receivables, net | ||
Receivable for exercised over-allotment option | $ 686,750 | |
Advances to a third party | $ 118,212 | |
Receivable due from buyer of disposed entities | 2,582,761 | 3,029,212 |
Total other receivables | 2,700,973 | 3,715,962 |
Less: allowance for doubtful accounts | (2,582,761) | |
Total other receivables, net | $ 118,212 | $ 3,715,962 |
Prepayments (Details)
Prepayments (Details) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Prepayments | ||
Prepaid mining equipment purchase prices | $ 18,175,800 | |
Prepaid expenses | $ 343,597 | 20,625 |
Total prepayments | $ 343,597 | $ 18,196,425 |
Prepayments - Additional Inform
Prepayments - Additional Information (Details) | 12 Months Ended |
Jun. 30, 2023 item | |
Prepayments | |
Number of prepaid cryptocurrency mining equipment | 2,760 |
Number of prepaid cryptocurrency mining equipment units arrived | 1,700 |
Number of prepaid cryptocurrency mining equipment units yet to be delivered | 1,060 |
Plant and equipment, net - Plan
Plant and equipment, net - Plant and equipment (Details) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Plant and equipment, net | ||
Less: accumulated depreciation | $ (5,638,718) | $ (276,763) |
Total plant and equipment, net | 24,065,008 | 8,026,130 |
Less: impairment loss | (16,691,803) | |
Total | 7,373,205 | 8,026,130 |
Cryptocurrency mining equipment | ||
Plant and equipment, net | ||
Plant and equipment, gross | $ 29,703,726 | $ 8,302,893 |
Plant and equipment, net - Addi
Plant and equipment, net - Additional Information (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Plant and equipment, net | ||
Impairment of long-lived assets | $ 16,691,803 | $ 0 |
Cryptocurrency mining equipment | ||
Plant and equipment, net | ||
Impairment of long-lived assets | 16,700,000 | |
Depreciation | 5,361,955 | $ 276,763 |
Purchase of cryptocurrency mining equipment | 21,400,833 | |
Capitalization of prepayment | 18,175,800 | |
Shipping costs | 115,033 | |
Issuance of ordinary shares | $ 3,110,000 |
Long-term investment - Schedule
Long-term investment - Schedule of long-term investment (Details) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Long-term investment | ||
Cost of long-term investment | $ 3,000,000 | $ 3,000,000 |
Less: impairment loss | (610,302) | |
Long-term investment, net | $ 2,389,698 | $ 3,000,000 |
Long-term investment (Details)
Long-term investment (Details) - USD ($) | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 10, 2022 | |
Long-term investment | ||||
Impairment loss of long-term investment | $ 610,302 | $ 0 | $ 0 | |
Subscription agreement | Partnership | ||||
Long-term investment | ||||
Investment | $ 3,000,000 | |||
Sharing percentage | 8.8235% |
Related party transactions an_3
Related party transactions and balances - Other receivables - related parties (Details) - CEO - Lucas Wang - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Related party transactions and balances | ||
Other receivables | $ 354,903 | |
Disposal consideration received | $ 1,000,000 |
Credit facilities (Details)
Credit facilities (Details) | 12 Months Ended | |
Jun. 30, 2023 USD ($) item | Sep. 30, 2023 item | |
Credit facilities | ||
Collateral/Guarantee | item | 55 | 55 |
Balance | $ 819,000 | |
Interest expense | $ 36,380 | |
Pony Partners Ltd | Maturities, August 30, 2023 | ||
Credit facilities | ||
Weighted average interest rate | 5.50% | |
Collateral/Guarantee | 20 | |
Balance | $ 280,000 | |
Pony Partners Ltd | Maturities, September 12, 2023 | ||
Credit facilities | ||
Weighted average interest rate | 5.50% | |
Collateral/Guarantee | 35 | |
Balance | $ 539,000 |
Taxes - Additional Information
Taxes - Additional Information (Details) | 12 Months Ended | |||
Jun. 30, 2023 USD ($) | Jun. 30, 2023 SGD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 | |
Operating Loss Carryforwards [Line Items] | ||||
Applicable tax rate | 21% | 21% | 21% | 21% |
Net operating loss carry forward | $ 22,000,000 | $ 400,000 | ||
Utilization per year(as percent) | 80% | |||
Deferred tax assets, valuation allowance | $ 4,700,000 | $ 69,000 | ||
Deferred tax assets, valuation allowance (as percent) | 100% | 100% | 100% | |
Number of units exported to SonicHash US | 742 | |||
Total purchase price | $ 6,999,200 | |||
Cayman Islands. | ||||
Operating Loss Carryforwards [Line Items] | ||||
Applicable tax rate | 0% | 0% | ||
Canada. | ||||
Operating Loss Carryforwards [Line Items] | ||||
Taxable income | $ 0 | |||
Canada. | Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
Applicable tax rate | 15% | 15% | ||
Canada. | Alberta | ||||
Operating Loss Carryforwards [Line Items] | ||||
Applicable tax rate | 8% | 8% | ||
United States. | ||||
Operating Loss Carryforwards [Line Items] | ||||
Taxable income | $ 0 | |||
United States. | Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
Applicable tax rate | 21% | 21% | ||
United States. | Delaware | ||||
Operating Loss Carryforwards [Line Items] | ||||
Applicable tax rate | 8.70% | 8.70% | ||
United States. | Georgia | ||||
Operating Loss Carryforwards [Line Items] | ||||
Applicable tax rate | 5.75% | 5.75% | ||
United States. | INDIANA | ||||
Operating Loss Carryforwards [Line Items] | ||||
Applicable tax rate | 5.25% | 5.25% | ||
Singapore. | ||||
Operating Loss Carryforwards [Line Items] | ||||
Applicable tax rate | 17% | 17% | ||
Taxable income | $ 0 | |||
Singapore. | First scenario | SGD | ||||
Operating Loss Carryforwards [Line Items] | ||||
Taxable income | $ 10,000 | |||
Exempted from taxable income (as percent) | 75% | 75% | ||
Exempted from taxable income | $ 7,700 | |||
Singapore. | Next scenario | SGD | ||||
Operating Loss Carryforwards [Line Items] | ||||
Taxable income | $ 190,000 | |||
Exempted from taxable income (as percent) | 50% | 50% | ||
Exempted from taxable income | $ 147,000 | |||
US | ||||
Operating Loss Carryforwards [Line Items] | ||||
Effective US Ex tax And GST Applied, (as percent) | 5% |
Taxes - Income (loss) before pr
Taxes - Income (loss) before provision for income taxes (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Income (loss) before provision for income taxes | $ (28,216,352) | $ (5,342,676) | $ (3,640,018) |
Cayman Islands | |||
Operating Loss Carryforwards [Line Items] | |||
Income (loss) before provision for income taxes | (6,034,362) | (4,936,199) | $ (3,640,018) |
US | |||
Operating Loss Carryforwards [Line Items] | |||
Income (loss) before provision for income taxes | (22,024,619) | (379,349) | |
Canada | |||
Operating Loss Carryforwards [Line Items] | |||
Income (loss) before provision for income taxes | (1,998) | (2,270) | |
Singapore | |||
Operating Loss Carryforwards [Line Items] | |||
Income (loss) before provision for income taxes | $ (155,373) | $ (24,858) |
Taxes - Schedule of effective t
Taxes - Schedule of effective tax rate (Details) | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Taxes | |||
Federal statutory tax rate | 21% | 21% | 21% |
State statutory tax rate | 5.75% | 5.75% | |
Change in valuation allowance | (26.75%) | (26.75%) | (21.00%) |
Taxes - Significant components
Taxes - Significant components of deferred tax assets (Details) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance | $ (4,736,112) | $ (73,633) |
US | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets | 4,704,833 | 69,066 |
Canada | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets | 640 | 341 |
Singapore | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets | $ 30,639 | $ 4,226 |
Concentration of risks - Schedu
Concentration of risks - Schedule of concentration of risks (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Supplier A | ||
Concentration of risks | ||
Total purchases | $ 504,822 | $ 126,621 |
Supplier B | ||
Concentration of risks | ||
Total purchases | $ 4,870,146 |
Concentration of risks (Details
Concentration of risks (Details) | 12 Months Ended | |||||
Jun. 30, 2023 USD ($) item | Sep. 30, 2023 item | Jun. 30, 2023 SGD ($) item | Jun. 30, 2022 USD ($) item | Jun. 30, 2022 SGD ($) item | Jun. 30, 2021 item | |
Concentration of risks | ||||||
Cash deposited with financial institutions | $ 0 | $ 16,274 | $ 563 | $ 17,242 | ||
Cash balance deposited with financial institutions, that are subject to credit risk | $ | $ 0 | |||||
Number of BTC store | item | 82.32 | 82.32 | 7.17 | 7.17 | 0 | |
Number of BTCs pledged | item | 55 | 55 | 55 | |||
Ownership and operation rights attributable to entity | 100% | |||||
US | ||||||
Concentration of risks | ||||||
Insurance coverage for each bank | $ | $ 250,000 | |||||
Singapore | ||||||
Concentration of risks | ||||||
Deposit Insurance aggregate per depositor per Scheme member | $ | $ 75,000 | |||||
Customer Concentration Risk | ||||||
Concentration of risks | ||||||
Number of BTC store | item | 27.32 | 27.32 | ||||
Number of BTCs stored in the cold storage wallet | 55 | 55 |
Convertible Debentures (Details
Convertible Debentures (Details) - USD ($) | 12 Months Ended | ||||
Oct. 21, 2022 | Jun. 19, 2020 | Nov. 22, 2019 | Jun. 30, 2023 | Jun. 30, 2022 | |
Convertible Debentures | |||||
Aggregate principal amount | $ 1,800,000 | ||||
Warrants to purchase ordinary shares | 4,667 | ||||
Issuance cost incurred | $ 300,000 | $ 0 | |||
Amortization of debt issuance cost | 645,196 | ||||
Amortization of debentures discount | $ 357,995 | $ 0 | |||
Prime Rate [Member] | |||||
Convertible Debentures | |||||
Interest rate (as a percent) | 5% | ||||
Interest rate | 9% | ||||
Convertible Debenture | |||||
Convertible Debentures | |||||
Aggregate principal amount | $ 2,100,000 | ||||
Interest rate (as a percent) | 116% | ||||
Purchase price of warrants | $ 1,974,000 | ||||
Fair value adjustments of warrants | 1,007,799 | ||||
Fair value of interest | 1,872,536 | ||||
Proceeds from issuance of debt | 1,198,804 | ||||
Proceeds from issuance of warrants | $ 645,196 | ||||
Conversion price (in dollars per share) | $ 0.33 | ||||
Weighted average interest rate | 115% | ||||
Interest rate | 12% | ||||
Convertible Debenture | Prime Rate [Member] | |||||
Convertible Debentures | |||||
Interest rate | 6% | ||||
Convertible Debentures issued on November 22, 2019, December 30, 2019 & March 9, 2020 | |||||
Convertible Debentures | |||||
Fair value adjustments of warrants | $ 1,007,799 | ||||
Interest rate | 15% | ||||
Convertible Debenture issued on June 19, 2020, July 17, 2020, August 14, 2020, and November 13, 2020 | |||||
Convertible Debentures | |||||
Beneficial conversion feature | $ 256,000 | ||||
Ordinary Shares | Convertible Debenture | |||||
Convertible Debentures | |||||
Warrants to purchase ordinary shares | 5,925,599 | ||||
Conversion price (in dollars per share) | $ 0.06 | ||||
Weighted average interest rate | 20% | ||||
Maximum | Convertible Debenture | |||||
Convertible Debentures | |||||
Warrants to purchase ordinary shares | 5,108,275 |
Convertible Debentures - Black
Convertible Debentures - Black Scholes options pricing model (Details) - $ / shares | 1 Months Ended | ||
Oct. 21, 2022 | Aug. 31, 2019 | Aug. 15, 2022 | |
Convertible Debentures | |||
Share price | $ 0.36 | ||
Annual rate of quarterly dividends | 0% | ||
Warrant | |||
Convertible Debentures | |||
Share price | $ 0.27 | ||
Exercise price | $ 1.20 | ||
Expected terms (in years) | 7 years | ||
Expected volatility | 109% | ||
Risk free interest rate | 1.52% |
Convertible Debentures - Compon
Convertible Debentures - Components (Details) | Jun. 30, 2023 USD ($) |
Convertible Debentures | |
Principal balance | $ 2,100,000 |
Less: repayments | (300,000) |
Remaining balance | 1,800,000 |
Less: Debentures discount and debts insurance cost | (543,201) |
Total | 1,256,799 |
Less: non-current | (486,332) |
Total current | $ 770,467 |
Equity - Increase of authorized
Equity - Increase of authorized share capital (Details) | May 23, 2023 $ / shares shares | Jun. 30, 2023 $ / shares shares | Jun. 30, 2022 $ / shares shares | Apr. 27, 2022 USD ($) $ / shares shares |
Equity | ||||
Value of ordinary shares authorized | $ | $ 3,000,000 | |||
Increase in share capital | $ | $ 1,500,000 | |||
Increase in ordinary shares | shares | 150,000,000 | |||
Number of ordinary shares authorized | shares | 10,000,000 | 10,000,000 | 10,000,000 | 300,000,000 |
Ordinary shares, par value | $ / shares | $ 0.30 | $ 0.3 | $ 0.3 | $ 0.01 |
Reverse share split | 0.03 |
Equity - Direct offerings and P
Equity - Direct offerings and Private placements (Details) | 12 Months Ended | |||||||||||||
May 23, 2023 $ / shares shares | Oct. 21, 2022 USD ($) $ / shares shares | Aug. 15, 2022 USD ($) item $ / shares shares | Jun. 29, 2022 shares | Jun. 03, 2022 USD ($) $ / shares shares | Apr. 27, 2022 $ / shares | Jan. 28, 2022 USD ($) $ / shares shares | Nov. 22, 2021 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Apr. 27, 2023 $ / shares | Jun. 09, 2022 $ / shares | Jun. 30, 2021 $ / shares shares | Jun. 30, 2020 $ / shares shares | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Number of shares issued during the period | shares | 8,685,574 | |||||||||||||
Ordinary shares, par value | $ 0.30 | $ 0.01 | $ 0.3 | $ 0.3 | ||||||||||
Warrants to purchase ordinary shares | shares | 4,667 | |||||||||||||
Exercise price of warrants | $ 7.55 | $ 29.91 | $ 90 | $ 90 | ||||||||||
Warrants expiration term | 3 years 10 months 20 days | 4 years 9 months 3 days | 2 years 10 months 9 days | 3 years 10 months 17 days | ||||||||||
Number of units of cryptocurrency mining equipment purchased | item | 622 | |||||||||||||
Purchase price | $ | $ 3,110,000 | |||||||||||||
Share price | $ 0.36 | |||||||||||||
Aggregate principal amount | $ | $ 1,800,000 | |||||||||||||
Threshold period from purchase agreement to deliver miners to hosting facility | 15 days | |||||||||||||
Reverse share split | 0.03 | |||||||||||||
Number of warrants | shares | 5,777,774 | 1,254,441 | 156 | 156 | ||||||||||
Mr. Jiaming Li | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Total consideration | $ | $ 20,181 | $ 405,296 | ||||||||||||
Share price | $ 0.1703 | $ 0.855 | ||||||||||||
Mr. Lucas Wang | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Term Of Employment Agreement | 6 months | |||||||||||||
Total consideration | $ | $ 26,909 | $ 540,379 | ||||||||||||
Share price | 0.1703 | 0.855 | ||||||||||||
October 2022 Investors Warrants | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Exercise price of warrants | $ 1.3552 | $ 1.20 | ||||||||||||
Number of lowest trading days | 5 days | |||||||||||||
Number of consecutive trading day period | 20 days | |||||||||||||
Denominator used for calculation | $ | $ 5 | |||||||||||||
Reverse share split | 0.03 | |||||||||||||
Number of warrants | shares | 4,523,333 | |||||||||||||
After reverse share split | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Number of shares issued during the period | shares | 289,520 | |||||||||||||
Warrants to purchase ordinary shares | shares | 604,147 | 572,514 | ||||||||||||
Exercise price of warrants | $ 30.24 | $ 30.24 | ||||||||||||
Share price | $ 107.42 | |||||||||||||
After reverse share split | Mr. Jiaming Li | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Share price | 5.108 | 25.65 | ||||||||||||
After reverse share split | Mr. Lucas Wang | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Share price | $ 5.109 | $ 25.65 | ||||||||||||
Convertible debenture | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Aggregate principal amount | $ | $ 2,100,000 | |||||||||||||
Interest rate (as a percent) | 116% | |||||||||||||
Purchase price of warrants | $ | $ 1,974,000 | |||||||||||||
Fair value adjustments of warrants | $ | 1,007,799 | |||||||||||||
Convertible debenture | October 2022 Investors Warrants | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Fair value adjustments of warrants | $ | $ 1,974,000 | |||||||||||||
Convertible debenture | Ordinary Shares | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Warrants to purchase ordinary shares | shares | 5,925,599 | |||||||||||||
Maximum | Convertible debenture | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Warrants to purchase ordinary shares | shares | 5,108,275 | |||||||||||||
Private placements | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Number of shares issued during the period | shares | 17,175,412 | |||||||||||||
Purchase price for each share and corresponding Warrant | $ 0.01 | |||||||||||||
Over-Allotment Option | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Number of shares issued during the period | shares | 1,470,588 | |||||||||||||
Gross proceeds from issuance | $ | $ 5,750,000 | |||||||||||||
Over-Allotment Option | Underwriting Agreements | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Number of shares issued during the period | shares | 1,470,588 | |||||||||||||
Offering | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Gross proceeds from issuance | $ | $ 5,000,000 | |||||||||||||
Offering | Underwriting Agreements | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Purchase price for each share and corresponding Warrant | $ 0.51 | |||||||||||||
Securities purchase agreement | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Number of shares issued during the period | shares | 18,124,400 | |||||||||||||
Purchase price for each share and corresponding Warrant | $ 0.89 | $ 0.96 | ||||||||||||
Gross proceeds from issuance | $ | $ 16,130,716 | $ 16,500,000 | ||||||||||||
Ordinary shares, par value | $ 0.01 | |||||||||||||
Warrants to purchase ordinary shares | shares | 18,124,400 | 17,175,412 | ||||||||||||
Warrants exercisable term | 60 days | 60 days | ||||||||||||
Exercise price of warrants | $ 1.008 | $ 1.008 | ||||||||||||
Warrants as percentage of purchase price | 105% | |||||||||||||
Warrants expiration term | 5 years | 5 years | ||||||||||||
Securities purchase agreement | Placement Agent Warrants | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Warrants issued as a percentage of aggregate number of shares sold to the Purchasers | 5% | 5% | ||||||||||||
Warrants to purchase ordinary shares | shares | 906,220 | 858,770 | ||||||||||||
Warrants exercisable term | 6 months | 6 months | ||||||||||||
Exercise price of warrants | $ 0.89 | $ 0.96 | ||||||||||||
Exercise price of warrants as a percentage of Share offering price | 100% | 100% | ||||||||||||
Warrants expiration term | 5 years | 5 years | ||||||||||||
Securities purchase agreement | After reverse share split | Placement Agent Warrants | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Warrants to purchase ordinary shares | shares | 30,207 | 28,626 | ||||||||||||
Exercise price of warrants | $ 26.70 | $ 28.80 | ||||||||||||
Underwriting Agreement | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Number of shares issued during the period | shares | 9,803,922 | |||||||||||||
Purchase price for each share and corresponding Warrant | $ 0.51 | |||||||||||||
Ordinary shares, par value | $ 0.01 | |||||||||||||
Warrants to purchase ordinary shares | shares | 490,196 | |||||||||||||
Warrants as percentage of purchase price | 5% | |||||||||||||
Percentage of number of shares sold in the Offering | 15% | |||||||||||||
Out-of-pocket accountable expenses | $ | $ 75,000 | |||||||||||||
Non-accountable expense as percent of the gross proceeds | 1% | |||||||||||||
Percentage of warrants as percentage of ordinary shares | 6.50% | |||||||||||||
Aggregate purchase price of warrant | $ 100 | |||||||||||||
Net proceeds from issuance receivables | $ | $ 686,750 | |||||||||||||
Underwriting Agreement | if Underwriter Exercises the Overallotment Option in Full | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Number of shares issued during the period | shares | 563,726 | |||||||||||||
Underwriting Agreement | After reverse share split | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Number of shares issued during the period | shares | 18,791 | |||||||||||||
Purchase price for each share and corresponding Warrant | $ 15.30 |
Equity - Share options (Details
Equity - Share options (Details) | 1 Months Ended | 12 Months Ended | ||||
May 23, 2023 | Aug. 31, 2019 USD ($) director installment $ / shares shares | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Aug. 15, 2022 $ / shares | |
Stock options | ||||||
Reverse share split | 0.03 | |||||
Share price | $ 0.36 | |||||
Dividend yield (as a percent) | 0% | |||||
Total compensation expenses | $ | $ 0 | $ 21,140 | ||||
Value of shares issued for service | $ | $ (250,000) | $ (1,457,975) | ||||
After reverse share split | ||||||
Stock options | ||||||
Share price | $ 107.42 | |||||
Vested share options | ||||||
Stock options | ||||||
Number of options issued | shares | 95,000 | |||||
Number of directors to whom options were granted | director | 2 | |||||
Number of equal installments in which the options will vest | installment | 4 | |||||
Exercise price (in dollars per share) | $ 5 | |||||
Term of the options | 3 years | |||||
Share price | $ 4.6 | |||||
Volatility (as a percent) | 118% | |||||
Risk-free interest rate (as a percent) | 1.44% | |||||
Dividend yield (as a percent) | 0% | |||||
Estimated fair value of options | $ | $ 243,922 | |||||
Total service period | 1 year | |||||
Vested share options | After reverse share split | ||||||
Stock options | ||||||
Reverse share split | 3,167 | |||||
Exercise price (in dollars per share) | $ 150 |
Equity - Share options activity
Equity - Share options activity (Details) - USD ($) | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Options outstanding | ||||
Beginning balance | 3,167 | 3,167 | 3,167 | |
Forfeited | (3,167) | 0 | 0 | |
Ending balance | 3,167 | 3,167 | 3,167 | |
Exercisable Option | ||||
Beginning balance | 2,375 | 2,375 | 2,375 | |
Granted/Acquired | 0 | |||
Forfeited | (2,375) | 0 | ||
Exercised | 0 | |||
Ending balance | 0 | 2,375 | 2,375 | 2,375 |
Weighted Average Exercise Price | ||||
Beginning balance | $ 150 | $ 150 | $ 150 | |
Granted/Acquired | 0 | |||
Forfeited | 150 | 0 | ||
Ending balance | $ 0 | $ 150 | $ 150 | $ 150 |
Average Remaining Contractual Life | ||||
Average remaining contractual term | 0 years | 6 months | 1 year 6 months | 2 years 6 months |
Granted/Acquired | 0 years | 0 years | 0 years | |
Forfeited | 0 years | 0 years | 0 years | |
Exercised | 0 years | 0 years | 0 years | |
Aggregate Intrinsic Value | ||||
Beginning balance | $ 0 | $ 0 | $ 0 | |
Forfeited | 0 | 0 | 0 | |
Ending balance | $ 0 | $ 0 | $ 0 | $ 0 |
Equity - Restricted Shares Issu
Equity - Restricted Shares Issued for Compensation (Details) - USD ($) | 12 Months Ended | ||||
Apr. 27, 2023 | Jun. 09, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Aug. 15, 2022 | |
Restricted Shares Issued for Compensation | |||||
Share Price | $ 0.36 | ||||
After reverse share split | |||||
Restricted Shares Issued for Compensation | |||||
Number of ordinary shares vested | 15,801 | ||||
Share Price | $ 107.42 | ||||
Lucas Wang | |||||
Restricted Shares Issued for Compensation | |||||
Annual compensation | $ 240,000 | ||||
Number of equity awards issued | 158,005 | 1,896,066 | |||
Number of ordinary shares vested | 632,022 | ||||
Share Price | $ 0.1703 | $ 0.855 | |||
Total consideration | $ 26,909 | $ 540,379 | |||
Lucas Wang | After reverse share split | |||||
Restricted Shares Issued for Compensation | |||||
Number of equity awards issued | 5,267 | 63,202 | |||
Number of ordinary shares vested | 21,068 | ||||
Share Price | $ 5.109 | $ 25.65 | |||
Jiaming Li | |||||
Restricted Shares Issued for Compensation | |||||
Annual compensation | $ 240,000 | ||||
Number of equity awards issued | 118,504 | 15,801 | 1,422,049 | ||
Number of ordinary shares vested | 474,016 | ||||
Share Price | $ 0.1703 | $ 0.855 | |||
Total consideration | $ 20,181 | 405,296 | |||
Jiaming Li | After reverse share split | |||||
Restricted Shares Issued for Compensation | |||||
Number of equity awards issued | 3,951 | 47,402 | |||
Number of ordinary shares vested | 15,801 | ||||
Share Price | $ 5.108 | $ 25.65 | |||
Jingjing Han | |||||
Restricted Shares Issued for Compensation | |||||
Number of equity awards issued | 118,504 | 15,801 | 1,422,049 | ||
Number of ordinary shares vested | 474,016 | ||||
Share Price | $ 0.1703 | $ 0.855 | |||
Total consideration | $ 20,181 | $ 405,296 | |||
Jingjing Han | After reverse share split | |||||
Restricted Shares Issued for Compensation | |||||
Number of equity awards issued | 3,951 | 47,402 | |||
Share Price | $ 5.108 | $ 25.65 |
Equity- Restricted share grants
Equity- Restricted share grants (Details) - Restricted Stock - $ / shares | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Shares | |||
Beginning balance | 0 | ||
Granted/Acquired | 13,169 | 52,670 | |
Forfeited | 0 | ||
Vested | (13,169) | (52,670) | |
Ending balance | 0 | ||
Weighted Average Grant Date Fair Value Per Share | |||
Beginning balance | $ 0 | $ 0 | |
Granted/Acquired | $ 5.11 | 25.65 | |
Forfeited | 0 | 0 | |
Vested | $ 5.11 | 25.65 | |
Ending balance | $ 0 |
Equity - Warrants (Details)
Equity - Warrants (Details) - $ / shares | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Warrants Outstanding | |||
Balance at the beginning | 1,254,441 | 156 | 156 |
Granted/Acquired | 4,523,333 | 1,254,285 | 0 |
Forfeited | 0 | 0 | 0 |
Exercised | 0 | 0 | 0 |
Balance at the end | 5,777,774 | 1,254,441 | 156 |
Exercisable Shares | |||
Balance at the beginning | 1,254,441 | 156 | 156 |
Granted/Acquired | 4,523,333 | 1,254,285 | 0 |
Forfeited | 0 | 0 | 0 |
Exercised | 0 | 0 | 0 |
Balance at the end | 5,777,774 | 1,254,441 | 156 |
Weighted Average Exercise Price | |||
Balance at the beginning (in dollars per share) | $ 29.91 | $ 90 | $ 90 |
Granted/Acquired (in dollars per share) | 1.3552 | 29.90 | 0 |
Forfeited (in dollars per share) | 0 | 0 | 0 |
Exercised (in dollars per share) | 0 | 0 | 0 |
Balance at the end (in dollars per share) | $ 7.55 | $ 29.91 | $ 90 |
Average Remaining Contractual Life | |||
Balance at the beginning (in years) | 4 years 9 months 3 days | 2 years 10 months 9 days | 3 years 10 months 17 days |
Granted/Acquired (in years) | 7 years | 5 years | 0 years |
Forfeited (in years) | 0 years | 0 years | 0 years |
Exercised (in years) | 0 years | 0 years | 0 years |
Balance at the end (in years) | 3 years 10 months 20 days | 4 years 9 months 3 days | 2 years 10 months 9 days |
Commitments and contingencies -
Commitments and contingencies - Lease commitments (Details) | 12 Months Ended | |
Jun. 30, 2023 USD ($) item | Jun. 30, 2022 USD ($) | |
Commitments and contingencies | ||
Number of Operating Lease Agreements | item | 1 | |
General and administrative expenses | ||
Commitments and contingencies | ||
Operating lease expense | $ | $ 530,591 | $ 123,134 |