Cover
Cover | 6 Months Ended |
Jun. 30, 2024 | |
Cover [Abstract] | |
Document Type | 6-K |
Amendment Flag | false |
Document Period End Date | Jun. 30, 2024 |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 001-40519 |
Entity Registrant Name | MicroCloud Hologram Inc. |
Entity Central Index Key | 0001841209 |
Entity Address, Address Line One | Room 302 |
Entity Address, Address Line Two | Building A |
Entity Address, Address Line Three | Zhong Ke Na Neng Building |
Entity Address, City or Town | Shenzhen |
Entity Address, Country | CN |
Entity Address, Postal Zip Code | 518000 |
UNAUDTED INTERIM CONDENSED CONS
UNAUDTED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS | Jun. 30, 2024 USD ($) | Jun. 30, 2024 CNY (¥) | Dec. 31, 2023 CNY (¥) | |
CURRENT ASSETS | ||||
Cash and cash equivalents | $ 88,408,173 | ¥ 630,067,369 | ¥ 126,037,538 | |
Short term investments | 15,387,495 | 109,663,603 | ||
Accounts receivable, net | 3,219,683 | 22,946,034 | 9,842,827 | |
Prepayments and other current assets | 1,546,065 | 11,018,496 | 14,876,106 | |
Inventories, net | 175,243 | 1,248,921 | 1,373,911 | |
Total current assets | 108,736,659 | 774,944,423 | 152,130,382 | |
NON-CURRENT ASSETS | ||||
Prepayment and deposits, net | 43,704 | 311,468 | 310,468 | |
Property and equipment, net | 164,932 | 1,175,439 | 1,598,134 | |
Investments in unconsolidated entities | 84,189 | 600,000 | 600,000 | |
Right-of-use assets, net | 354,854 | 2,528,974 | 2,988,691 | |
Deferred tax assets | 11 | 81 | 2,931,528 | |
Total non-current assets | 647,690 | 4,615,962 | 8,428,821 | |
Total assets | 109,384,349 | 779,560,385 | 160,559,203 | |
CURRENT LIABILITIES | ||||
Accounts payable | 1,107,160 | 7,890,510 | 1,314,370 | |
Contract liabilities | 76,187 | 542,969 | 2,230,852 | |
Other payables and accrued liabilities | 1,590,603 | 11,335,909 | 9,097,870 | |
Operating lease liabilities - current | 163,051 | 1,162,034 | 1,063,396 | |
Loan payable | 386,552 | 2,754,876 | 2,903,896 | |
Convertible bonds | 4,707,100 | 33,546,560 | ||
Taxes payable | 5,044 | 35,947 | 625,608 | |
Total current liabilities | 8,035,697 | 57,268,805 | 17,235,992 | |
NON-CURRENT LIABILITIES | ||||
Operating lease liabilities - non-current | 212,222 | 1,512,463 | 2,058,068 | |
Warrant liabilities | 149 | 1,062 | 62,200 | |
Total other liabilities | 212,371 | 1,513,525 | 2,120,268 | |
Total liabilities | 8,248,068 | 58,782,330 | 19,356,260 | |
Ordinary shares ($0.001 par value; 500,000,000 shares authorized, 5,941,204 shares issued and outstanding at December 31, 2023, 110,254,155 shares issued and outstanding at June 30, 2024) | [1] | 110,254 | 783,756 | 42,318 |
Additional paid-in capital | 139,466,717 | 986,760,479 | 286,296,970 | |
Accumulated deficit | (37,659,481) | (267,133,340) | (146,909,851) | |
Statutory reserves | 360,424 | 2,552,776 | 3,052,776 | |
Accumulated other comprehensive loss | (1,013,238) | (1,258,738) | (1,365,466) | |
Total MICROCLOUD HOLOGRAM INC. shareholders' equity | 101,264,676 | 721,704,933 | 141,116,747 | |
NONCONTROLLING INTERESTS | (128,395) | (926,878) | 86,196 | |
Total Equity | 101,136,281 | 720,778,055 | 141,202,943 | |
Total liabilities and shareholders' equity | $ 109,384,349 | ¥ 779,560,385 | ¥ 160,559,203 | |
[1]All period results have been adjusted for the reverse stock split effective February 2, 2024 (Note 15). |
UNAUDTED INTERIM CONDENSED CO_2
UNAUDTED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 110,254,155 | 5,941,204 |
Common Stock, Shares, Outstanding | 110,254,155 | 5,941,204 |
UNAUDITED INTERIM CONDENSED CON
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | 6 Months Ended | ||
Jun. 30, 2024 USD ($) | Jun. 30, 2024 CNY (¥) | Jun. 30, 2023 CNY (¥) | |
OPERATING REVENUES | |||
Total operating revenues | $ 18,108,940 | ¥ 128,667,639 | ¥ 97,914,825 |
Cost of Revenues | (14,811,008) | (105,235,177) | (47,954,709) |
GROSS PROFIT | 3,297,932 | 23,432,462 | 49,960,116 |
OPERATING EXPENSES | |||
Selling expenses | (165,082) | (1,172,939) | (4,791,392) |
General and administrative expenses | (2,090,318) | (14,852,131) | (11,938,748) |
Research and development expenses | (19,841,667) | (140,979,009) | (49,469,390) |
Provision for expected credit loss | (83,113) | (590,534) | (15,686,227) |
Change in fair value of warrant liabilities | 8,633 | 61,339 | |
Total operating expenses | (22,171,547) | (157,533,274) | (81,885,757) |
LOSS FROM OPERATIONS | (18,873,615) | (134,100,812) | (31,925,641) |
OTHER INCOME | |||
Finance income (expenses), net | 752,702 | 5,348,098 | 1,803,061 |
Other income, net | 1,343,896 | 9,548,647 | 108,643 |
Total other income, net | 2,096,598 | 14,896,745 | 1,911,704 |
LOSS BEFORE INCOME TAXES | (16,777,017) | (119,204,067) | (30,013,937) |
Income tax credit/(expense) | (356,429) | (2,532,496) | 993,927 |
NET LOSS | (17,133,446) | (121,736,563) | (29,020,010) |
Less: Net loss attributable to non-controlling interests | (142,582) | (1,013,074) | (348,932) |
NET LOSS ATTRIBUTABLE TO MICROCLOUD HOLOGRAM INC. ORDINARY SHAREHOLDERS | (16,990,864) | (120,723,489) | (28,671,078) |
OTHER COMPREHENSIVE INCOME | |||
Foreign currency translation adjustment | 15,021 | 106,728 | 3,068,043 |
COMPREHENSIVE LOSS | (17,118,425) | (121,629,835) | (25,951,967) |
Less: Comprehensive loss attributable to non-controlling interests | (142,582) | (1,013,074) | (348,932) |
COMPREHENSIVE LOSS ATTRIBUTABLE TO MICROCLOUD HOLOGRAM INC. ORDINARY SHAREHOLDERS | (16,975,843) | (120,616,761) | (25,603,035) |
Products [Member] | |||
OPERATING REVENUES | |||
Total operating revenues | 1,065,500 | 7,570,587 | 20,639,028 |
Services [Member] | |||
OPERATING REVENUES | |||
Total operating revenues | $ 17,043,440 | ¥ 121,097,052 | ¥ 77,275,797 |
UNAUDITED INTERIM CONDENSED C_2
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited) | 6 Months Ended | |||
Jun. 30, 2024 $ / shares shares | Jun. 30, 2024 ¥ / shares shares | Jun. 30, 2023 ¥ / shares shares | ||
Income Statement [Abstract] | ||||
Weighted average number of ordinary shares outstanding - basic | [1] | 29,136,261 | 29,136,261 | 2,007,160 |
Weighted average number of ordinary shares outstanding - diluted | [1] | 29,136,261 | 29,136,261 | 2,007,160 |
Earnings (loss) per share - basic | (per share) | [1] | $ (0.58) | ¥ (4.14) | ¥ (14.28) |
Earnings (loss) per share - diluted | (per share) | [1] | $ (0.58) | ¥ (4.14) | ¥ (14.28) |
[1]All period results have been adjusted for the reverse stock split effective February 2, 2024 (Note 15). |
UNAUDITED INTERIM CONDENSED C_3
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY | Common Stock [Member] CNY (¥) shares | Additional Paid-in Capital [Member] CNY (¥) | Retained Earnings Statutory [Member] CNY (¥) | Retained Earnings Unrestricted [Member] CNY (¥) | AOCI Attributable to Parent [Member] CNY (¥) | Noncontrolling Interest [Member] CNY (¥) | USD ($) | CNY (¥) | |
Beginning balance, value at Dec. 31, 2022 | ¥ 36,144 | ¥ 254,138,709 | ¥ 11,110,699 | ¥ (65,500,622) | ¥ (3,182,525) | ¥ 291,921 | $ 27,248,793 | ¥ 196,894,326 | |
Beginning balance, shares at Dec. 31, 2022 | [1] | 5,081,204 | |||||||
Net loss | (28,671,078) | (348,932) | (4,016,167) | (29,020,010) | |||||
Foreign currency translation | 3,068,043 | 424,596 | 3,068,043 | ||||||
Foreign currency translation, shares | [1] | ||||||||
Ending balance, value at Jun. 30, 2023 | ¥ 36,144 | 254,138,709 | 11,110,699 | (94,171,700) | (114,482) | (57,011) | 23,657,222 | 170,942,359 | |
Ending balance, shares at Jun. 30, 2023 | [1] | 5,081,204 | |||||||
Beginning balance, value at Dec. 31, 2023 | ¥ 42,318 | 286,296,970 | 3,052,776 | (146,909,851) | (1,365,466) | 86,196 | 19,936,316 | 141,202,943 | |
Beginning balance, shares at Dec. 31, 2023 | [1] | 5,941,204 | |||||||
Net loss | (120,723,489) | (1,013,074) | (17,133,446) | (121,736,563) | |||||
Foreign currency translation | 106,728 | (56,869) | 106,728 | ||||||
Disposal of subsidiaries | (500,000) | 500,000 | |||||||
Shares converted from convertible promissory note | ¥ 741,438 | 700,463,509 | 98,390,280 | 701,204,947 | |||||
Shares converted from convertible promissory note, shares | [1] | 104,312,951 | |||||||
Ending balance, value at Jun. 30, 2024 | ¥ 783,756 | ¥ 986,760,479 | ¥ 2,552,776 | ¥ (267,133,340) | ¥ (1,258,738) | ¥ (926,878) | $ 101,136,281 | ¥ 720,778,055 | |
Ending balance, shares at Jun. 30, 2024 | [1] | 110,254,155 | |||||||
[1]All period results have been adjusted for the reverse stock split effective February 2, 2024 (Note 15). |
UNAUDITED INTERIM CONDENSED C_4
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | 6 Months Ended | ||
Jun. 30, 2024 USD ($) | Jun. 30, 2024 CNY (¥) | Jun. 30, 2023 CNY (¥) | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (17,133,446) | ¥ (121,736,563) | ¥ (29,020,010) |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 61,170 | 434,622 | 3,525,946 |
Amortization of operating lease right-of-use assets | 77,434 | 550,182 | 831,551 |
Provision for expected credit loss | 83,113 | 590,534 | 15,671,985 |
Deferred tax expense (benefits) | 412,578 | 2,931,447 | (943,920) |
Gain from short term investments | (377,495) | (2,682,181) | |
Change in fair value of warrant liabilities | (8,633) | (61,339) | |
Stock compensation expense | 134,280 | 954,086 | |
Change in operating assets and liabilities: | |||
Accounts receivable | (1,913,096) | (13,693,741) | (731,937) |
Prepayment and other current assets | 554,279 | 3,857,610 | (4,087,488) |
Inventories | 18,738 | 124,990 | (96,399) |
Prepayments and deposits | 131 | (1,000) | 20,553 |
Accounts payable | 921,585 | 6,576,140 | 1,793,316 |
Operating lease liabilities | (75,761) | (537,432) | (795,720) |
Contract liabilities | (238,785) | (1,687,883) | (2,368,021) |
Other payables and accrued liabilities | 306,083 | 2,238,039 | (117,068) |
Taxes payable | (83,285) | (589,661) | 1,781 |
Net cash used in operating activities | (17,261,110) | (122,732,150) | (16,315,431) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of short term investments | (15,010,000) | (106,973,268) | |
Purchases of property and equipment | (1,679) | (11,927) | (345,488) |
Investments in unconsolidated entities | (600,000) | ||
Net cash used in investing activities | (15,011,679) | (106,985,195) | (945,488) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Received from convertible promissory note | 102,963,100 | 733,797,421 | |
Repayments from related parties | 60,280 | ||
Repayments to related parties | (350,000) | ||
Repayments of third party loan | (476,977) | (3,389,020) | (384,539) |
Proceeds of third party loan | 456,004 | 3,240,000 | |
Net cash provided by (used in) financing activities | 102,942,127 | 733,648,401 | (674,259) |
EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS | (56,291) | 98,775 | 3,088,321 |
CHANGE IN CASH AND CASH EQUIVALENTS | 70,613,047 | 504,029,831 | (14,846,857) |
CASH AND CASH EQUIVALENTS, beginning of period | 17,795,126 | 126,037,538 | 151,119,985 |
CASH AND CASH EQUIVALENTS, end of period | 88,408,173 | 630,067,369 | 136,273,128 |
SUPPLEMENTAL CASH FLOW INFORMATION: | |||
Cash paid for income taxes | 149 | 1,058 | 4,411 |
Cash paid for interest | 7,667 | 54,476 | 6,887 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Conversion of debt to equity | (98,554,701) | (700,250,861) | |
Initial recognition of right-of-use assets and lease liabilities | $ 12,732 | ¥ 90,465 |
Nature of business and organiza
Nature of business and organization | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Nature of business and organization | Note 1 — Nature of business and organization MicroCloud Hologram Inc. (“MicroCloud”, formerly known as Golden Path Acquisition Corporation (“Golden Path” or “the Company”)), a Cayman Islands exempted company, is a leading holographic digitalization technology service provider in China, which is committed to providing first-class holographic technology services to the customers worldwide. On September 16, 2022, the Company consummated the previously announced business combination pursuant to the Merger Agreement, by and among Golden Path, Golden Path Merger Sub, and MC Hologram Inc. (“MC”). Pursuant to the Merger Agreement, MC merged with Golden Path Merger Sub, survived the merger and continued as the surviving company and a wholly owned subsidiary of Golden Path (the “Merger”, and, collectively with the other transactions described in the Merger Agreement, the “Business Combination”). Upon the closing of the Business Combination (the “Closing”), Golden Path changed its name to MicroCloud Hologram Inc., pursuant to which Golden Path issued 44,554,455 2,182,470 50,812,035 6,020,500 33.2 As a result of the consummation of the Business Combination, MC is now a wholly owned subsidiary of the Company, which has changed its name to MicroCloud Hologram Inc. Following the Closing, on September 19, 2022, the ordinary shares and public warrants outstanding upon the Closing began trading on the NASDAQ Stock Exchange (the “NASDAQ”) under the symbols “HOLO” and “HOLOW,” respectively. The transaction was accounted for as a “reverse recapitalization” in accordance with accounting principles generally accepted in the United States (“GAAP”) because the primary assets of Golden Path would be nominal following the close of the Merger. Under this method of accounting, Golden Path was treated as the “acquired” company for financial reporting purposes and MC was determined to be the accounting acquirer based on the terms of the Merger and other factors including: (i) MC’s stockholders have a majority of the voting power of the combined company, (ii) MC comprises a majority of the governing body of the combined company, and MC’s senior management comprises all of the senior management of the combined company, and (iii) MC comprises all of the ongoing operations of the combined entity. Accordingly, for accounting purposes, this transaction was treated as the equivalent of the Company issuing shares for the net assets of Golden Path, accompanied by a recapitalization. The shares and net loss per common share, prior to the Reverse Recapitalization, have been retroactively restated as shares reflecting the Exchange Ratio established in the Reverse Recapitalization (one Golden Path share for one Company share). The net assets of Golden Path were recorded at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Reverse Recapitalization are those of MC. The accompanying unaudited consolidated financial statements reflect the activities of the Company and each of the following entities as of June 30, 2024: Schedule of accompanying consolidated financial statements Name Background Ownership MC Hologram Inc (“MC”) - A Cayman Islands company 100% owned by MicroCloud - Formed on November 10, 2020 - Registered capital of USD 50,000 - A holding company Quantum Edge HK Limited (“Mengyun HK”) - A Hong Kong company 100% owned by MC - Formed on November 25, 2020 - Registered capital of HK 10,000 - A holding company Beijing Xihuiyun Technology Co., Ltd (“Beijing Xihuiyun”) - A PRC limited liability company 100% owned by Mengyun HK - Formed on May 11, 2021 - Registered capital of RMB 207,048,000 - A holding company Shanghai Mengyun Holographic Technology Co., Ltd. (“Shanghai Mengyun”) - A PRC limited liability company 81.63% owned by Beijing Xihuiyun and 18.37% owned by Mengyun HK - Formed on March 24, 2016 - Registered capital of RMB 27,000,000 - Primarily engages in holographic integrated solutions. Shenzhen Mengyun Holographic Technology Co., Ltd. (“Shenzhen Mengyun”) - A PRC limited liability company 100% owned by Shanghai Mengyun - Formed on March 15, 2016 - Registered capital of RMB 10,000,000 - Primarily engages in holographic integrated solutions. Shenzhen Qianhai Youshi Technology Co., Ltd. (“Qianhai Youshi”) - A PRC limited liability company 100% owned by Shanghai Mengyun - Formed on August 14, 2014 - Registered capital of RMB 10,000,000 - Primarily engages in holographic content sales and SDK software services. - Disposed on September 30, 2023. Name Background Ownership Shenzhen Yijia Network Technology Co., Ltd. (“Yijia Network”) - A PRC limited liability company 100% owned by Qianhai Youshi - Formed on September 25, 2008 - Registered capital of RMB 10,000,000 - Primarily engages in holographic content sales and SDK software services. - Disposed on September 30, 2023. Horgos Youshi Network Technology Co., Ltd. (“Horgos Youshi”) - A PRC limited liability company 100% owned by Qianhai Youshi - Formed on November 2, 2020 - Registered capital of RMB 10,000,000 - Primarily engages in holographic content sales and SDK software services. - Disposed on September 30, 2023. Horgos Weiyi Software Technology Co., Ltd. (“Horgos Weiyi”) - A PRC limited liability company 100% owned by Shenzhen Mengyun - Formed on September 6, 2016 - Registered capital of RMB 10,000,000 - Primarily engages in holographic integrated solutions. - Dissolved on May 16, 2024. Shenzhen BroadVision Technology Co., Ltd. (“Shenzhen Bowei”) - A PRC limited liability company 100% owned by Shenzhen Mengyun - Formed on April 12, 2016 - Registered capital of RMB 10,000,000 - Primarily engages in holographic PCBA solutions. Mcloudvr Software Network Technology HK Co., Limited (“Mcloudvr HK”) - A Hong Kong company 100% owned by Shenzhen Mengyun - Formed on February 2, 2016 - Registered capital of HKD 100,000 - Primarily engages in holographic integrated solutions. Name Background Ownership Shenzhen Tianyuemeng Technology Co., Ltd. (“Shenzhen Tianyuemeng”) - A PRC limited liability company 100% owned by Shenzhen Mengyun - Formed on January 6, 2014 - Registered capital of RMB 20,000,000 - Primarily engages in holographic advertising services. - Disposed on September 30, 2023. Shenzhen Yunao Hongxiang Technology Co., Ltd. (“Shenzhen Yunao”) - A PRC limited liability company 100% owned by Shenzhen Mengyun - Formed on December 3, 2021 - Registered capital of RMB 5,000,000 - Advertising service - Dissolved on August 11, 2023. Broadvision Intelligence (Hong Kong), Ltd. (“Broadvision HK”) - A Hong Kong company 100% owned by Shenzhen Bowei - Formed on November 5, 2020 - Registered capital of HKD 10,000 - No operation Horgos BroadVision Technology Co., Ltd. (“Horgos Bowei”) - A PRC limited liability company 100% owned by Shenzhen Bowei - Formed on November 4, 2020 - Registered capital of RMB 1,000,000 - Primarily engages in holographic PCBA solutions. - Dissolved on May 16, 2024. Horgos Tianyuemeng Technology Co., Ltd. (“Horgos Tianyuemeng”) - A PRC limited liability company 100% owned by Shenzhen Tianyuemeng - Formed on October 23, 2020 - Registered capital of RMB 1,000,000 - Primarily engages in SDK software services. - Disposed on September 30, 2023. Ocean Cloud Technology Co., Limited. (“Ocean HK”) - A Hong Kong company 56% owned by Mcloudvr HK - Formed on November 4, 2021 - Registered capital of HKD 10,000 - No operation Name Background Ownership Shenzhen Haiyun Xinsheng Technology Co., Ltd. (“Shenzhen Haiyun”) - A PRC limited liability company 100% owned by Ocean HK - Formed on December 3, 2021 - Registered capital of RMB 300,000 - No operation Shenzhen Haiyun Xingchen Technology Co., Ltd. (“Haiyun Xingchen”) - A PRC limited liability company 100% owned by Shenzhen Haiyun - Formed on February 26, 2024 - Registered capital of RMB 300,000 - No operation Yichang Ji Yue Technology Ltd. (“Yichang Ji Yue”) - A PRC limited liability company 100% owned by Haiyun Xingchen - Formed on January 18, 2021 - Registered capital of RMB 1,000,000 - Advertising service BeiJing Ji Yue Technology Ltd. (“BeiJing Ji Yue”) - A PRC limited liability company 100% owned by Yichang Ji Yue - Formed on July 24, 2018 - Registered capital of RMB 500,000 - Advertising service Shenzhen Youmi Technology Co., Ltd. (“Shenzhen Youmi”) - A PRC limited liability company 100% owned by Shenzhen Haiyun - Formed on March 17, 2022 - Registered capital of RMB 5,000,000 (USD 784,671) - Game promotion and advertising service - Disposed on May 31, 2023 Shenzhen Yushian Technology Co., Ltd. (“Shenzhen Yushian”) - A PRC limited liability company 100% owned by Shenzhen Haiyun - Formed on February 18, 2022 - Registered capital of RMB 1,000,000 - Advertising service Horgos Youmi Technology Co., Ltd. (“Horgos Youmi”) - A PRC limited liability company 100% owned by Shenzhen Youmi - Formed on January 29, 2022 - Registered capital of RMB 5,000,000 - Advertising service - Disposed on May 31, 2023 Name Background Ownership Horgos Yushian Technology Co., Ltd. (“Horgos Yushian”) - A PRC limited liability company 100% owned by Shenzhen Yushi - Formed on March 24, 2022 - Registered capital of RMB 5,000,000 - Advertising service - Dissolved on December 18, 2023. Kashgar Youshi Information Technology Co., Ltd. (“Kashgar Youshi”) - A PRC limited liability company 100% owned by Qianhai Youshi - Formed on May 5, 2016 - Registered capital of RMB 5,000,000 - Primarily engages in holographic content sales and SDK software services. - Disposed on September 30, 2023. |
Summary of significant accounti
Summary of significant accounting policies | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Note 2 — Summary of significant accounting policies Basis of presentation The accompanying unaudited interim condensed 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. The results of operations for the six months ended June 30, 2024 are not necessarily indicative of results to be expected for any other interim period or for the full year of 2024. Accordingly, these unaudited interim condensed financial statements should be read in conjunction with the Company’s audited financial statements and note thereto as of and for the year ended December 31, 2023. Principles of consolidation The unaudited consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. Use of estimates In preparing the unaudited condensed consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting periods. Significant items subject to such estimates and assumptions include, but are not limited to, the assessment of the allowance for credit loss, useful lives of property, equipment and intangible assets, the recoverability of long-lived assets, warrant liabilities, uncertain tax position. Actual results could differ from those estimates. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Non-controlling interests Our non-controlling interests represent the minority shareholders’ ownership interests related to our subsidiaries, including 44% for Ocean HK and its subsidiaries. The non-controlling interests are presented in the consolidated balance sheets separately from equity attributable to our shareholders. Non-controlling interests in the results of us are presented on the consolidated statement of income as allocations of the total income or loss for the six months ended June 30, 2024 between non-controlling interest holders and our shareholders. Non-controlling interests consist of the following: Schedule of Non-controlling interests December 31, June 30, June 30, RMB RMB USD (Audited) (Unaudited) (Unaudited) Ocean HK 86,196 (926,878 ) (128,395 ) Total non-controlling interests 86,196 (926,878 ) (128,395 ) Foreign currency translation and other comprehensive income (loss) On June 30, 2023, the Company determined that it would qualify as a foreign private issuer, as that term is defined in Rule 3b-4(c) promulgated under the Securities Exchange Act of 1934, beginning as of July 1, 2023. The reporting currency of the Company was Renminbi (“RMB”) for the year ended December 31, 2023. The company has also presented USD for the period ended June 30, 2024 as additional information to the reader. Pursuant to Accounting Standards Codification (“ASC”) 830 “Foreign Currency Matters”, the Company determined that its functional currency is RMB. MicroCloud and its Hong Kong subsidiaries, Mengyun HK, Broadvision HK, Ocean HK and Mcloudvr HK, maintain their book and records in USD, hence their financial information were translated into RMB in preparation of the consolidated financial statements. Assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at historical exchange rates, and revenues, expenses, gains and losses are translated using the average rate for the period. In the unaudited interim condensed consolidated financial statements, the financial information of the Company and other entities located outside of the PRC has been translated into RMB. Assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at historical exchange rates, and revenues, expenses, gains and losses are translated using the average rate for the period. The resulting foreign currency translation adjustment is recorded in other comprehensive income (loss). The balance sheet amounts, except for shareholders’ equity for MC, Mengyun HK, Mcloudvr HK and Broadvision HK as of June 30, 2024 and December 31, 2023 were translated at RMB 1.00 to USD 0.1403 and to USD 0.1412 RMB 1.00 to USD 0.1407 and to USD 0.1444 Cash and cash equivalents Cash and cash equivalents primarily consist of bank deposits with original maturities of three months or less, which are unrestricted as to withdrawal and use. Cash and cash equivalents also consist of funds earned from the Company’s operating revenues which were held at third party platform fund accounts which are unrestricted as to immediate use or withdraw. The Company maintains most of its bank accounts in the PRC and HK. Short-term investments Short-term investments consist primarily of wealth management products issued by commercial banks and investment banks, which contains variable interest indexed to the performance of underlying assets and redeemable on demand. These investments are stated at fair value. Changes in the fair value are reflected in other income in the consolidation statements of income and comprehensive income. Accounts receivable, net Accounts receivable, net are stated at the original amount less an allowance for credit losses. The credit terms are generally 90 days. Accounts receivable, net are recognized in the period when the Company has provided services to its customers and when its right to consideration is unconditional. On January 1, 2023, the Company adopted ASU 2016-13, “Financial Instruments — Credit Losses (Accounting Standards Codification (“ASC” Topic 326): Measurement on Credit Losses on Financial Instruments”, including certain subsequent amendments, transitional guidance and other interpretive guidance within ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU2019-11, ASU 2020-02 and ASU 2020-03 (collectively, including ASU 2016-13, “ASC 326”). ASC 326 introduces an approach based on expected losses to estimate the allowance for credit losses, which replaces the previous incurred loss impairment model. The adoption of this ASU does not have a material effect on the Company’s consolidated financial statements. The Company evaluates its accounts receivable for expected credit losses on a regular basis. The Company maintains an estimated allowance for credit losses to reduce its accounts receivable to the amount that it believes will be collected. The Company’s estimation of allowance for credit losses considers factors such as historical credit loss experience, age of receivable balances, current market conditions, reasonable and supportable forecasts of future economic conditions, as well as an assessment of receivables due from specific identifiable counterparties to determine whether these receivables are considered at risk or uncollectible. The Company adjusts the allowance percentage periodically when there are significant differences between estimated bad debts and actual bad debts. If there is strong evidence indicating that the accounts receivables are likely to be unrecoverable, the Company also makes specific allowance in the period in which a loss is determined to be probable. Accounts receivable balances are written off after all collection efforts have been exhausted. The allowance for credit losses as of December 31, 2023 and June 30, 2024 was RMB 4,588,786 and RMB 2,232,523 (USD 313,257), respectively. Property plant and equipment, net Property plant and equipment are stated at cost less accumulated depreciation and impairment if applicable. Depreciation is computed using the straight-line method over the estimated useful lives of the assets with 5% residual value. The estimated useful lives are as follows: Schedule of estimated useful lives Useful Life Office equipment 3 Mechanical equipment 3 5 Electronic and other equipment 3 5 Vehicles 3 5 Cost method investments The Company accounts for investments with less than 20% of the voting shares and does not have the ability to exercise significant influence over operating and financial policies of the investee using the cost method. The Company records cost method investments at the historical cost in its condensed consolidated financial statements and subsequently records any dividends received from the net accumulated earnings of the investee as income. Dividends received in excess of earnings are considered a return of investment and are recorded as reduction in the cost of the investments. Cost method investments are evaluated for impairment when facts or circumstances indicate that the fair value of the long-term investments is less than its carrying value. An impairment is recognized when a decline in fair value is determined to be other-than-temporary. The Company reviews several factors to determine whether a loss is other-than-temporary. These factors include, but are not limited to, the: (i) nature of the investment; (ii) cause and duration of the impairment; (iii) extent to which fair value is less than cost; (iv) financial condition and near term prospects of the investments; and (v) ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value. Impairment for long-lived assets Long-lived assets, including property 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. Convertible bonds Convertible bonds are debt or equity instruments that either require or permit the investor to convert the instrument into equity securities of the issuer. The Company accounts for its convertible notes in accordance with ASC 470-20 Debt with Conversion and Other Options, whereby the convertible instrument is initially accounted for as a single unit of account, unless it contains a derivative that must be bifurcated from the host contract in accordance with ASC 815-15 Derivatives and hedging – Embedded Derivatives or the substantial premium model in ASC 470-20 Debt – Debt with Conversion and Other Options applies. For the six months ended June 30, 2024, the convertible bonds amounted to RMB 33,546,560 4,707,100 Business combination The purchase price of an acquired company is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values, with the residual of the purchase price recorded as goodwill. Transaction costs associated with business combinations are expensed as incurred, and are included in general and administrative expenses in the Company’s consolidated statements of operations. The results of operations of the acquired business are included in the Company’s operating results from the date of acquisition. Fair value measurement The accounting standard regarding 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. Warrants liabilities The Company accounts for warrants (Public Warrants or Private 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”) 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 ordinary shares 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. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements of operations. The Company has elected to account for its Public Warrants as equity and the Private Warrants as liabilities. Revenue recognition Effective January 1, 2019, the Company adopted ASC Topic 606 using the modified retrospective adoption method. Based on the requirements of ASC Topic 606, revenue is recognized when control of the promised goods or services is transferred to the customers in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services. Revenue is recognized when the following 5-step revenue recognition criteria are met: 1) Identify the contract with a customer 2) Identify the performance obligations in the contract 3) Determine the transaction price 4) Allocate the transaction price 5) Recognize revenue when or as the entity satisfies a performance obligation The Company’s revenue recognition policies effective upon the adoption of ASC 606 are as follows: (i) Holographic Solutions a. Holographic Technology LiDAR Products The Company generates light detection and ranging (“LiDAR”) revenue through selling integrated circuit board embedded with holographic software. The Company typically enters into written contracts with its customer where the rights of the parties, including payment terms, are identified and sales prices to the customers are fixed with no separate sales rebate, discount, or other incentive and no right of return exists on sales of inventory. The Company’s performance obligation is to deliver products according to contract specifications. The Company recognizes product revenue at a point in time when the control of products is transferred to customers. b. Holographic Technology Intelligence Vision software and Technology Development Service The Company generates revenue by developing advanced driver assistance systems (“ADAS”) software and technology, which are generally on a fixed-priced basis. The Company has no alternative use for the customized software and the Company has an enforceable right to payment for performance completed to date. Revenues from ADAS software development contracts are recognized over time during the contract period based on the Company’s measurement of progress towards completion using input method, which is usually measured by comparing labor hours expended to date to total estimated labor hours needed to satisfy the performance obligation. Assumptions, risks and uncertainties inherent in the estimates used to measure progress could affect the amount of revenues, receivables and deferred revenues at each reporting period. The Company has a long history of developing various ADAS software resulting in its ability to reasonably estimate the progress toward completion on each fixed price customized contracts. c. Holographic Technology Licensing and Content Products The Company provides holographic content products and holographic software for music videos, shows, and commercials on a fixed-price basis. These contents and software are generally pre-developed and exist when made available to the customer. Content products are delivered through its website or offline using hard drive. Revenues from licensing and content products are recognized at the point in time when the control of products or services is transferred to customers. No upgrades, maintenance, or any other post-contract customer support are provided. d. Holographic Technology Hardware Sales The Company is a distributer of holographic hardware and generates revenue through resale. In accordance with ASC 606, revenue recognition: principal agent consideration, an entity is a principal if it controls the specified good or service before that good or service is transferred to a customer. Otherwise, the entity is an agent in the transaction. The Company evaluates three indicators of control in accordance with ASU 2016-08: 1) For hardware sales, the Company is the most visible entity to customers and assumes fulfilment risk and risks related to the acceptability of products, including addressing customer complaints directly and handling of product returns or refunds directly. 2) The Company assumes inventory risk after taking the title from vendors and is responsible for product damage during shipment period prior to acceptance of its customers and is also responsible for product return if the customer is not satisfied with the products. 3) The Company determines the resale price of hardware products. 4) The Company is the party that directs the use of the inventory and can prevent the vendor from transferring the product to a customer or to redirect the products to a different customer. After evaluating the above scenario, the Company considers itself the principal of these arrangements and records hardware sales revenue on a gross basis. Hardware sales contracts are on a fixed price basis with no separate sales rebate, discount, or other incentive. Revenue is recognized at a point in time when the Company has delivered products and the acceptance by its customer with no future obligation. The Company generally permits returns of products due to deficits; however, returns are historically insignificant. (ii) Holographic Technology Service Holographic advertisements are the use of holographic technology integrated into advertisements on media platforms and offline display. The Company enters advertising contracts with advertisers to promote merchandises and services where the price, which is generally based on cost per action (“CPA”), is fixed and determinable. The Company provides its advertising service to channel providers where the amounts cost per action are also fixed and determinable. Revenue is recognized at a point in time when agreed actions are performed. The Company considers itself as provider of the services under the CPA model as it has the control of the services at any time before it is transferred to the customers which is evidenced by 1) having a right to a service to be performed by the other party, which gives the Company the ability to direct that party to provide the service to the customers on the Company’s behalf. 2) having discretion in setting the price for the service 3) billing monthly advertising fee directly to customers by settling valid CPA data with customers. Therefore, the Company acts as the principal of these arrangements and reports revenue earned and costs incurred related to these transactions on a gross basis. The Company also provides advertisement services through influencers on social networks. The Company charges advertisers a fixed rate, which is generally a fixed percentage of total value of merchandise sold over a specific period (“GMV”). Revenue is recognized at a point of time when merchandise is sold through social network. The Company’s software development kit (“SDK”) service is a collection of software development tools in one installable package that enables customers (usually software developers) to add holographic functionality and run holographic advertisements in their APPs or software. SDK contracts are primarily on a fixed rate basis, or cost per SDK Connection. The Company recognizes SDK service revenue at a point in time when a user completes an SDK connection via a designated portal. Service fees are generally billed monthly based on per-connection basis. The Company also provides game promotion services for game developers and licensed game operators. The Company acted as a marketing channel that it will promote the games through in-house or third-party platforms, from which users can download the mobile and purchase virtual currency for in game premium features to enhance their game playing experience. The Company contracts with third party payment platforms for collection services offered to game players who have purchased virtual currency. The game developers, licensed operator, payment platforms and the marketing channels are entitled to profit sharing based on a prescribed percentage of the gross amount charged to the game players. The Company’s obligation in the promotion services is completed at a point in time when the game players made a payment to purchase virtual currency. The Company considered itself an agent in these arrangements since it does not control the services at any time. Accordingly, the Company records the game promotion service revenue on a net basis. Contract balances Timing of revenue recognition may differ from the timing of invoicing to customers. Accounts receivable represent revenue recognized for the amounts invoiced and/or prior to invoicing when the Company has satisfied its performance obligation and has unconditional right to the payment. Contract assets represent the Company’s right to consideration in exchange for goods or services that the Company has transferred to a customer. The Company has no Contract liabilities represent the billings or cash received for services in advance of revenue recognition which is recognized as revenue when all the Company’s revenue recognition criteria are met. The Company’s contract liabilities amounted to RMB 2,230,852 542,969 76,187 Cost of revenues For holographic solutions, the cost of revenue consists primarily of the costs of hardware products sold and outsourced content providers, third party software development costs, and compensation expenses for the Company’s professionals. For holographic technology service, the cost of revenue consists primarily of costs paid to channel distributors for advertising services and compensation expenses for the Company’s professionals. Cost allocation Cost allocation include allocation of certain general and administrative and financial expenses paid by the Parent. General and administrative expenses consist primarily of salary and related expenses of senior management and employees, shared management expenses, including accounting, consulting, legal support services, and other expenses to provide operating support to the related businesses. These allocations are made using a proportional cost allocation method by considering the proportion of revenues, headcounts as well as estimates of time spent on the provision of services attributable to the Company and the related expenses resulted from the acquisition of subsidiary. Research and development Research and development expenses include salaries and other compensation-related expenses to the Company’s research and product development personnel, outsourced subcontractors, as well as office rental, depreciation and related expenses for the Company’s research and product development team. Value added taxes (“VAT”) Revenue represents the invoiced value of service, net of VAT. The VAT is based on gross sales price and VAT rates range up to 13% in China, depending on the type of service provided or product sold. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. Net VAT balance between input VAT and output VAT is recorded in tax payable. All of the VAT returns filed by the Company’s subsidiaries in China, have been and remain subject to examination by the tax authorities for five years from the date of filing. Income taxes The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. 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 is 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 condensed 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 the deferred tax assets will not be realized. Current income taxes are provided for 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 filed are subject to examination by any applicable tax authorities. Leases Effective January 1, 2022, the Company adopted 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. On January 1, 2022, the Company recognized approximately RMB 5.7 0.9 5.7 0.9 7 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 the Company’s real estate leases are classified as operating leases. When determining the lease payments for an operating lease transitioning to ASC 842 using the effective date, it’s based on future payments at the transition date, based on the present value of lease payments over the remaining lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company use its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term. Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty |
Business combination
Business combination | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Business combination | Note 3 — Business combination Acquisition of Yichang Ji Yue On March 1, 2024, Haiyun Xingchen entered into Acquisition Framework Agreement to acquire 100 % equity interests of Yichang Ji Yue, a provider of advertising services. The aggregate purchase price is RMB 2 and the transaction consummated on March 1, 2024. The Company’s acquisition of Yichang Ji Yue was accounted for as business combination in accordance with ASC 805. The Company then allocated the fair value of consideration of Yichang Ji Yue based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. The Company estimated the fair values of the assets acquired and liabilities assumed at the acquisition date in accordance with the Business Combination standard issued by the FASB with the valuation methodologies using level 3 inputs, except for other current assets and current liabilities were valued using the cost approach. Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed and intangible assets identified as of the acquisition. Acquisition-related costs incurred for the acquisitions are not material and have been expensed as incurred in general and administrative expense. The Company considers that the carrying balance of the financial statement of Yichang Ji Yue at the date of the acquisition is equal to the fair value, as all key items of the financial statements of Yichang Ji Yue are related to basic commercial transactions, and the term is relatively short. The following table summarizes the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date, which represents the net purchase price allocation on the date of the acquisition of Yichang Ji Yue and translated the fair value from USD to RMB using the exchange rate on March 1, 2024 at the rate of RMB 1.00 to USD 0.1407 Schedule of fair value of identifiable assets acquired and liabilities Fair value Fair value RMB USD Cash 1,091,759 153,641 Other current assets 4,373,975 615,541 Current liabilities (5,465,734 ) (769,182 ) Total consideration - - |
Short-term Investments
Short-term Investments | 6 Months Ended |
Jun. 30, 2024 | |
Short-term Investments | |
Short-term Investments | Note 4 — Short-term Investments Short-term Investments consist of the following: Schedule of Short-term Investments December 31, June 30, June 30, RMB RMB USD (Audited) (Unaudited) (Unaudited) Wealth management product - 109,663,603 15,387,495 On May 17, 2024, the Company purchased a wealth management product from Guotai Junan Financial Products Limited, which is redeemable on demand and expected to mature on November 25, 2024. Guotai Junan Financial Products Limited provides the fair value of the product at the end of each period, which is based on the performance of the underlying stock. For the six months ended June 30, 2023 and 2024, the Company recognized investment income from its short-term investments of RMB 0 2,682,181 377,495 |
Accounts receivable, net
Accounts receivable, net | 6 Months Ended |
Jun. 30, 2024 | |
Credit Loss [Abstract] | |
Accounts receivable, net | Note 5 — Accounts receivable, net Accounts receivable, net consist of the following: Schedule of Accounts receivable, net December 31, 2023 June 30, 2024 June 30, 2024 RMB RMB USD (Audited) (Unaudited) (Unaudited) Accounts receivable 14,431,613 25,178,557 3,532,940 Less: allowance for expected credit loss (4,588,786 ) (2,232,523 ) (313,257 ) Accounts receivable, net 9,842,827 22,946,034 3,219,683 The following table summarizes the changes in allowance for expected credit loss: Schedule of allowance for doubtful accounts December 31, 2023 June 30, 2024 June 30, 2024 RMB RMB USD (Audited) (Unaudited) (Unaudited) Beginning balance 4,862,941 4,588,786 647,886 Provision for expected credit loss 274,155 590,534 83,113 Recovery - 1,765,729 248,512 Exchange rate difference - - (3,004 ) Ending balance 4,588,786 2,232,523 313,257 |
Inventories, net
Inventories, net | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Note 6 — Inventories, net Inventories, net consist of the following: Schedule of inventories December 31, June 30, June 30, RMB RMB USD (Audited) (Unaudited) (Unaudited) Raw materials 1,362,592 1,391,278 195,218 Finished goods 187,778 34,102 4,785 Total 1,550,370 1,425,380 200,003 Less: Inventory allowance (176,459 ) (176,459 ) (24,760 ) Inventories, net 1,373,911 1,248,921 175,243 |
Property and equipment, net
Property and equipment, net | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | Note 7 — Property and equipment, net Property and equipment, net consist of the following: Schedule of Property and equipment, net December 31, June 30, June 30, 2024 RMB RMB USD (Audited) (Unaudited) (Unaudited) Office equipment 1,005,558 1,005,558 141,095 Mechanical equipment 1,059,178 1,059,178 148,619 Electronic and other equipment 3,167,783 3,179,710 446,163 Vehicles 43,982 43,982 6,171 Subtotal 5,276,501 5,288,428 742,048 Less: accumulated depreciation (3,678,367 ) (4,112,989 ) (577,116 ) Total 1,598,134 1,175,439 164,932 Depreciation expense for the six months ended June 30, 2023 and 2024 amounted to RMB 336,741 434,622 61,170 |
Other payables and accrued liab
Other payables and accrued liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Other payables and accrued liabilities | Note 8 — Other payables and accrued liabilities Other payables and accrued liabilities consist of the following: Schedule of Other payables and accrued liabilities December 31, June 30, June 30, 2024 RMB RMB USD (Audited) (Unaudited) (Unaudited) Salary payables 4,965,078 4,941,141 693,318 Other payables and accrued expenses 4,132,792 6,394,768 897,285 Total other payables and accrued liabilities 9,097,870 11,335,909 1,590,603 |
Convertible bonds
Convertible bonds | 6 Months Ended |
Jun. 30, 2024 | |
Convertible Bonds | |
Convertible bonds | Note 9 — Convertible bonds Bonds payable consist of the follows: Schedule of Bonds payable December 31, June 30, June 30, RMB RMB USD (Audited) (Unaudited) (Unaudited) Investors - 33,546,560 4,707,100 From January to June 2024, the Company entered into convertible note purchase agreements with investors, pursuant to which the Company will issue to each investor an unsecured convertible promissory note. Each note has a term of 360 days and bears an interest at 0% per annum. If an event of default on the Note occurs, interest shall accrue on the outstanding balance at the rate equal to the lesser of 10% per annum or the maximum rate permitted under applicable law until paid. Each Investors has the right at any time after the purchase amount has been paid in full, at its election, to convert all or a portion of the outstanding balance under each of the note into ordinary shares of the Company of par value US$0.001. As of December 31, 2023 and June 30, 2024, there were RMB 0 33,546,560 4,707,100 |
Taxes
Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Taxes | Note 10 — Taxes Cayman Islands MicroCloud, MC was incorporated in the Cayman Islands and is not subject to tax on income or capital gains under the laws of Cayman Islands. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders. Hong Kong Mengyun HK, Broadvision HK, Ocean HK and Mcloudvr HK, our subsidiaries incorporated in Hong Kong, are subject to a two-tiered income tax rate for taxable income earned in Hong Kong. The first HK$ 2 8.25 PRC The subsidiaries incorporated in the PRC are governed by the income tax laws of the PRC and the income tax provision for operations in the PRC is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Enterprise Income Tax Laws of the PRC (the “ “ 25 15 “ 15 “ 15 “ 15 Horgos Weiyi, Horgos Youshi, Horgos Bowei and Horgos Tianyuemeng were formed and registered in Horgos in Xinjiang, China from 2016 to 2020, and Kashgar Youshi was formed and registered in Kashgar in Xinjiang, China in 2016. These companies are not subject to income tax for 5 years and can obtain another two years of tax exemption status and three years at reduced income tax rate of 12.5 Significant components of the income tax credit/(expense) are as follows: Schedule of income tax expense benefi For the For the June 30, For the RMB RMB USD Current 50,007 398,951 56,149 Deferred 943,920 (2,931,447 ) (412,578 ) Benefit of income taxes 993,927 (2,532,496 ) (356,429 ) Deferred tax assets Significant components of deferred tax assets and liabilities were as follows: Schedule of deferred tax assets and liabilities December 31, June 30, June 30, RMB RMB USD (Audited) (Unaudited) (Unaudited) Deferred tax assets: Allowance for expected credit loss 258,718 288,310 40,454 Impairment loss for investment 240,000 400,000 56,126 Net operating loss carry forward 18,180,820 14,347,809 2,013,219 Inventory reserve 26,469 26,469 3,714 Right of use 152,685 27,418 3,847 Less: valuation allowance (15,927,164 ) (15,089,925 ) (2,117,349 ) Deferred tax assets, net 2,931,528 81 11 The Company evaluated the recoverable amounts of deferred tax assets, and provided a valuation allowance to the extent that future taxable profits will be available against which the net operating loss and temporary differences can be utilized. Valuation allowance is provided against deferred tax assets when the Company determines that it is more likely than not that the deferred tax assets will not be utilized in the future. In making such determination, the Company considered factors including future taxable income exclusive of reversing temporary differences and tax loss carry forwards. Valuation allowance was provided for net operating loss carry forward because it was more likely than not that such deferred tax assets would not be realized based on the Company’s estimate of its future taxable income. If events occur in the future that allow the Company to realize more of its deferred income tax than the presently recorded amounts, an adjustment to the valuation allowances will result in a decrease in tax expense when those events occur. As of June 30, 2024, the Company had net operating loss carry forwards of approximately RMB 96,311,852 13,555,122 Value added taxes (“VAT”) Revenue represents the invoiced value of service, net of VAT. The VAT are based on gross sales price. VAT rate is 6% on services and 13% on goods in China. Taxes payable consisted of the following: Schedule of Taxes payable December 31, June 30, June 30, RMB RMB USD (Audited) (Unaudited) (Unaudited) VAT taxes payable 198,966 15,095 2,118 Income taxes payable 394,809 59 8 Other taxes payable 31,833 20,793 2,918 Totals 625,608 35,947 5,044 |
Concentration of risk
Concentration of risk | 6 Months Ended |
Jun. 30, 2024 | |
Risks and Uncertainties [Abstract] | |
Concentration of risk | Note 11 — Concentration of risk Credit risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and short-term investments consisting of time deposit. In China, the insurance coverage for cash deposits at each bank is RMB 500,000 630,067,369 88,408,173 126,037,538 A majority of the Company’s expense transactions are denominated in RMB and a significant portion of the Company and its subsidiaries’ assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the PBOC. Remittances in currencies other than RMB by the Company in China must be processed through the PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittance. To the extent that the Company needs to convert U.S. dollars into RMB for capital expenditures and working capital and other business purposes, appreciation of RMB against U.S. dollar would have an adverse effect on the RMB amount the Company would receive from the conversion. Conversely, if the Company decides to convert RMB into U.S. dollar for the purpose of making payments for dividends, strategic acquisition or investments or other business purposes, appreciation of U.S. dollar against RMB would have a negative effect on the U.S. dollar amount available to the Company. Customer concentration risk For the six months ended June 30, 2024, two customers accounted for 17.1 10.3 26.0 As of June 30, 2024, two customers accounted for 27.7 11.7 19.8 13.0 11.8 Vendor concentration risk For the six months ended June 30, 2024, three vendors accounted for 20 12.1 10.5 50.7 14 As of June 30, 2024, three vendors accounted for 33.2 24.4 12 36.1 26.1 22.2 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Leases | Note 12 — Leases Lease commitments 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 has several offices lease agreements with lease terms ranging from two to six years. Upon adoption of ASU 2016-02 on January 1, 2022, the Company recognized approximately RMB 5.7 0.9 5.7 0.9 7.0% As of June 30, 2024, the Company’s operating leases had a weighted average remaining lease term of approximately 2.10 Operating lease expenses are allocated between the cost of revenue and selling, general, and administrative expenses. Rent expenses for the six months ended June 30, 2024 and 2023 were RMB 631,902 88,666 960,220 The maturity of the Company’s lease obligations is presented below: Schedule of lease liabilities Twelve Months Ending December 31, Operating Operating RMB USD 2024 (remaining six months) 650,125 91,223 2025 1,341,786 188,273 2026 893,188 125,328 Total lease payments 2,885,099 404,824 Less: Interest (210,602 ) (29,551 ) Present value of lease liabilities 2,674,497 375,273 Future amortization of Company’s ROU assets is presented below: Schedule of Future amortization of Company’s ROU assets Twelve Months Ending December 31, Operating Operating RMB USD 2024 (remaining six months) 554,636 77,824 2025 1,169,442 164,091 2026 804,896 112,939 Total 2,528,974 354,854 |
Warrant liabilities
Warrant liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Warrant Liabilities | |
Warrant liabilities | Note 13 — Warrant liabilities As of June 30, 2024, the Company had 5,750,000 270,500 The Company accounts for its outstanding Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F. Management has determined that the Private Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Private Warrants as liabilities at their fair value and adjusts the Private Warrants to fair value at each reporting period. Management has further determined that its Public Warrants qualify for equity treatment. Warrant liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. Public Warrants On June 24, 2021, the Company sold 5,750,000 10.00 Each Public Unit consists of one ordinary share of the Company, $0.0001 par value per share, one right and one redeemable warrant (the “Public Warrant”). Each Public Warrant entitles the holder to purchase one-half (1/2) of an ordinary share at an exercise price of $11.50 The Public Warrants became exercisable on September 16, 2022, the Business Combination date. As of June 30, 2024, the Public Warrants are exercisable for cash as the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of the Public Warrants. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company may call the warrants for redemption (excluding the Private Warrants), in whole and not in part, at a price of $0.01 per warrant: ● at any time while the Public Warrants are exercisable, ● upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $16.50 per share, for any 20 trading days within a 30-trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and ● if, and only if, there is a current registration statement in effect with respect to the issuance of the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. Private Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated a private placement of 270,500 10.0 The private warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheets. The warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The fair value of these warrants, using the Black-Scholes option pricing model, on the date of issuance was $625,000. Variables used in the option-pricing model include (1) risk-free interest rate at the date of grant (0.90%), (2) expected warrant life of 5 years, (3) expected volatility of 58.40%, and (4) expected dividend yield of 0. The key inputs into the Black-Scholes model were as follows at their following measurement dates: Schedule of Black-Scholes model December 31, June 30, June 30, USD USD RMB Input Share price 3.55 0.82 5.84 Risk-free interest rate 3.95 % 4.50 % 4.50 % Volatility 60.60 % 61.30 % 61.30 % Exercise price 11.50 115.00 819.58 Warrant life (yr) 3.71 3.21 3.21 The following table presents information about the Company’s warrants that were measured at fair value on a recurring basis as of December 31, 2023 and June 30, 2024, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Schedule of fair value measured on a recurring basis Description Warrant Quoted (Level 1) Significant Observable Inputs Significant Other Unobservable December 31, 2023 RMB 62,200 RMB - RMB - RMB 62,200 June 30, 2024 RMB 1,062 RMB - RMB - RMB 1,062 The following table summarizes the Company’s Warrants activities and status of Warrants on June 30, 2024: Schedule of Warrants activities Private Warrants Warrants Weighted Average Outstanding as of December 31, 2023 270,500 $ 11.50 4.00 Issued - - - Forfeited - - - Exercised - - - Expired - - - Outstanding as of June 30, 2024 270,500 $ 115.00 3.21 |
Commitments and contingencies
Commitments and contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Note 14 — Commitments and contingencies Contingencies From time to time, the Company is party to certain legal proceedings, as well as certain asserted and un-asserted claims. Amounts accrued, as well as the total amount of reasonably possible losses with respect to such matters, individually and in the aggregate, are not deemed to be material to the consolidated financial statements. The Company, along with its shareholder Joyous JD Limited, has initiated litigation in the New York Supreme Court New York County against Greenland Asset Management Corporation, the sponsor of the pre-business combination company, Golden Path Acquisition Corporation (“Sponsor”). 1. Joyous JD Limited is seeking damages in connection with the Sponsor’s breach of certain investment agreements which was executed by and between the Sponsor and Joyous JD Limited; 2. The Company is seeking damages in connection with the Sponsor’s noncompliant misuse of Form S-4 in registering shares during the course of the business combination, which resulted in a forced withdrawal of the Form S-4. The Company has commenced lawsuit seeking damages. The Court has accepted the complaint filed by the Company and Joyous JD Limited. Due to uncertainty over the process and outcome of the lawsuit, the final ruling of the Court shall prevail. |
Shareholders_ equity
Shareholders’ equity | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Shareholders’ equity | Note 15 — Shareholders’ equity Ordinary shares The Company was established under the laws of the Cayman Islands on May 9, 2018, with an authorized capital of 500,000,000 0.0001 In January 2021, the Company effected a 10 for 1 share split, resulting in an aggregate of 10 ordinary shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share split. On January 6, 2021, the Company issued an aggregate of 1,150,000 25,000 On March 26, 2021, the Company issued an additional 287,500 On June 24, 2021, the Company sold 5,750,000 10.00 Simultaneously on June 24, 2021, the Company issued 270,500 270,500 10 On January 30, 2024, the Company announced a Reverse Stock Split plan (the “Reverse Stock Split”). The plan became effective on February 2, 2024. Pursuant to the plan, every ten (10) shares of the Company’s ordinary share issued, par value of US$0.0001, was combined into one (1) share of ordinary share, par value $0.001, and the authorized share capital of the Company was reduced from US$50,000 divided into 500,000,000 shares of a nominal or par value of US$0.0001 each to US$50,000 divided into 50,000,000 shares of a nominal or par value of US$0.001 each. Following the Share Consolidation, the authorized share capital of the Company was increased from US$50,000 divided into 50,000,000 shares of a nominal or par value of US$0.001 each to US$500,000 divided into 500,000,000 shares of a nominal or par value of US$0.001 each (the “Share Capital Increase”), by the creation of an additional 450,000,000 shares of a nominal or par value of US$0.001 each to rank pari passu in all respects with the existing shares in the capital of the Company. As of now, this increase has taken effect and the new share capital structure is in operation. The following information was adjusted for the Reverse Stock Split. At the closing of the Business Combination, the issued and outstanding shares in MC held by the former MC shareholders was cancelled and ceased to exist, in exchange for the issue of an aggregate of 4,455,446 The number of shares of Common Stock issued immediately following the consummation of the Merger was 5,081,204 0.001 On October 24, 2023, the Company issued 860,000 As of December 31, 2023, the Company possessed 5,941,204 0.001 On April 1, 2024, the Company issued 36,000 From January to June in 2024, the Company issued 104,276,951 As of June 30, 2024, the Company had 110,254,155 0.001 Restricted assets The Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiary. Relevant PRC statutory laws and regulations permit payments of dividends by Beijing Xihuiyun and Shanghai Mengyun (collectively “Mengyun PRC entities”) only out of its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the accompanying unaudited consolidated financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of Mengyun PRC entities. Mengyun PRC entities are required to set aside at least 10% of their after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, Mengyun PRC entities may allocate a portion of its after-tax profits based on PRC accounting standards to an enterprise expansion fund and staff bonus and welfare fund at its discretion. Mengyun PRC entities may allocate a portion of its after-tax profits based on PRC accounting standards to a discretionary surplus fund at its discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by State Administration of Foreign Exchange. As a result of the foregoing restrictions, MicroCloud’s PRC entities are restricted in their ability to transfer their assets to the Company. Foreign exchange and other regulations in the PRC may further restrict MicroCloud’s PRC entities from transferring funds to the Company in the form of dividends, loans and advances. As of June 30, 2024, amounts restricted are the paid-in-capital and statutory reserve of MicroCloud’s PRC entities, which amounted to RMB 40,855,776 Statutory reserve During the six months ended June 30, 2024 and 2023, MicroCloud’s PRC entities collectively reduced RMB 500,000 0 |
Segments
Segments | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Segments | Note 16 — Segments ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for detailing the Company’s business segments. The Company’s chief operating decision maker is the Chief Executive Officer, who reviews the financial information of the separate operating segments when making decisions about allocating resources and assessing the performance of the group. The Company has determined that it has two operating segments: (1) holographic solutions, and (2) holographic technology service. The following tables present summary information by segment for the six months ended June 30, 2024 and 2023: Schedule of segments Holographic Holographic Total Total RMB RMB RMB USD Revenues 20,639,027 77,275,798 97,914,825 14,138,917 Cost of revenues (15,230,528 ) (32,724,181 ) (47,954,709 ) (6,924,668 ) Gross profit 5,408,499 44,551,617 49,960,116 7,214,249 Depreciation and amortization (3,525,947 ) - (3,525,947 ) (509,147 ) Total capital expenditures (345,488 ) - (345,488 ) (49,889 ) Holographic Holographic Total Total RMB RMB RMB USD Revenues 7,570,587 121,097,052 128,667,639 18,108,940 Cost of revenues (2,114,283 ) (103,120,894 ) (105,235,177 ) (14,811,008 ) Gross profit 5,456,304 17,976,158 23,432,462 3,297,932 Depreciation and amortization (25,572 ) (409,050 ) (434,622 ) (61,170 ) Total capital expenditures (11,927 ) - (11,927 ) (1,679 ) Total assets as of: December 31, June 30, June 30, RMB RMB USD (Audited) (Unaudited) (Unaudited) Holographic solutions 142,626,614 755,705,126 106,037,088 Holographic technology service 17,932,589 23,855,259 3,347,261 Total assets 160,559,203 779,560,385 109,384,349 |
Subsequent events
Subsequent events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 17 — Subsequent events The Company has performed an evaluation of subsequent events through September 20, 2024, which was the date of the consolidated financial statements were issued, and determined that no other events that would have required adjustment or disclosure in the consolidated financial statements except for the events mentioned below. On July 8, 2024, the Company entered into Convertible Note Purchase Agreements (“CNPA A”) with certain accredited investors, pursuant to which the Company will issue to the investors Unsecured Convertible Promissory Notes with an aggregate original principal amount of $ 28,000,000 On August 12, 2024, the Company entered into Convertible Note Purchase Agreements (“CNPA B”) with certain accredited investors, pursuant to which the Company will issue to the investors Unsecured Convertible Promissory Notes with an aggregate original principal amount of $ 30,000,000 On August 21, 2024, the Company entered into Convertible Note Purchase Agreements (“CNPA C”) with certain accredited investors, pursuant to which the Company will issue to the investors Unsecured Convertible Promissory Notes with an aggregate original principal amount of $ 28,000,000 On August 30, 2024, the Company announced a Notice of Annual General Meeting of Members (the “Notice”), which was proposed to be held on September 27, 2024. The Notice included the following proposals that may be relating to the financial statements. 1) Share Consolidation Proposal. To consider and vote upon an ordinary resolution to effect a 1-for-20 share consolidation; 2) Share Capital Increase Proposal. To consider and vote upon an ordinary resolution to increase the Company’s share capital after the Share Consolidation; 3) Dual-Class Structure Proposal. To consider and vote upon a special resolution to create a Dual-Class Structure (re-designated shares into Class A Ordinary Shares and Class B Ordinary Shares, which represent different voting powers). All proposals mentioned above were not effective as the date of the consolidated financial statements were issued, and the Company is currently in the process of evaluating the disclosure impact of these proposals. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited interim condensed 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. The results of operations for the six months ended June 30, 2024 are not necessarily indicative of results to be expected for any other interim period or for the full year of 2024. Accordingly, these unaudited interim condensed financial statements should be read in conjunction with the Company’s audited financial statements and note thereto as of and for the year ended December 31, 2023. |
Principles of consolidation | Principles of consolidation The unaudited consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. |
Use of estimates | Use of estimates In preparing the unaudited condensed consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting periods. Significant items subject to such estimates and assumptions include, but are not limited to, the assessment of the allowance for credit loss, useful lives of property, equipment and intangible assets, the recoverability of long-lived assets, warrant liabilities, uncertain tax position. Actual results could differ from those estimates. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Non-controlling interests | Non-controlling interests Our non-controlling interests represent the minority shareholders’ ownership interests related to our subsidiaries, including 44% for Ocean HK and its subsidiaries. The non-controlling interests are presented in the consolidated balance sheets separately from equity attributable to our shareholders. Non-controlling interests in the results of us are presented on the consolidated statement of income as allocations of the total income or loss for the six months ended June 30, 2024 between non-controlling interest holders and our shareholders. Non-controlling interests consist of the following: Schedule of Non-controlling interests December 31, June 30, June 30, RMB RMB USD (Audited) (Unaudited) (Unaudited) Ocean HK 86,196 (926,878 ) (128,395 ) Total non-controlling interests 86,196 (926,878 ) (128,395 ) |
Foreign currency translation and other comprehensive income (loss) | Foreign currency translation and other comprehensive income (loss) On June 30, 2023, the Company determined that it would qualify as a foreign private issuer, as that term is defined in Rule 3b-4(c) promulgated under the Securities Exchange Act of 1934, beginning as of July 1, 2023. The reporting currency of the Company was Renminbi (“RMB”) for the year ended December 31, 2023. The company has also presented USD for the period ended June 30, 2024 as additional information to the reader. Pursuant to Accounting Standards Codification (“ASC”) 830 “Foreign Currency Matters”, the Company determined that its functional currency is RMB. MicroCloud and its Hong Kong subsidiaries, Mengyun HK, Broadvision HK, Ocean HK and Mcloudvr HK, maintain their book and records in USD, hence their financial information were translated into RMB in preparation of the consolidated financial statements. Assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at historical exchange rates, and revenues, expenses, gains and losses are translated using the average rate for the period. In the unaudited interim condensed consolidated financial statements, the financial information of the Company and other entities located outside of the PRC has been translated into RMB. Assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at historical exchange rates, and revenues, expenses, gains and losses are translated using the average rate for the period. The resulting foreign currency translation adjustment is recorded in other comprehensive income (loss). The balance sheet amounts, except for shareholders’ equity for MC, Mengyun HK, Mcloudvr HK and Broadvision HK as of June 30, 2024 and December 31, 2023 were translated at RMB 1.00 to USD 0.1403 and to USD 0.1412 RMB 1.00 to USD 0.1407 and to USD 0.1444 |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents primarily consist of bank deposits with original maturities of three months or less, which are unrestricted as to withdrawal and use. Cash and cash equivalents also consist of funds earned from the Company’s operating revenues which were held at third party platform fund accounts which are unrestricted as to immediate use or withdraw. The Company maintains most of its bank accounts in the PRC and HK. |
Short-term investments | Short-term investments Short-term investments consist primarily of wealth management products issued by commercial banks and investment banks, which contains variable interest indexed to the performance of underlying assets and redeemable on demand. These investments are stated at fair value. Changes in the fair value are reflected in other income in the consolidation statements of income and comprehensive income. |
Accounts receivable, net | Accounts receivable, net Accounts receivable, net are stated at the original amount less an allowance for credit losses. The credit terms are generally 90 days. Accounts receivable, net are recognized in the period when the Company has provided services to its customers and when its right to consideration is unconditional. On January 1, 2023, the Company adopted ASU 2016-13, “Financial Instruments — Credit Losses (Accounting Standards Codification (“ASC” Topic 326): Measurement on Credit Losses on Financial Instruments”, including certain subsequent amendments, transitional guidance and other interpretive guidance within ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU2019-11, ASU 2020-02 and ASU 2020-03 (collectively, including ASU 2016-13, “ASC 326”). ASC 326 introduces an approach based on expected losses to estimate the allowance for credit losses, which replaces the previous incurred loss impairment model. The adoption of this ASU does not have a material effect on the Company’s consolidated financial statements. The Company evaluates its accounts receivable for expected credit losses on a regular basis. The Company maintains an estimated allowance for credit losses to reduce its accounts receivable to the amount that it believes will be collected. The Company’s estimation of allowance for credit losses considers factors such as historical credit loss experience, age of receivable balances, current market conditions, reasonable and supportable forecasts of future economic conditions, as well as an assessment of receivables due from specific identifiable counterparties to determine whether these receivables are considered at risk or uncollectible. The Company adjusts the allowance percentage periodically when there are significant differences between estimated bad debts and actual bad debts. If there is strong evidence indicating that the accounts receivables are likely to be unrecoverable, the Company also makes specific allowance in the period in which a loss is determined to be probable. Accounts receivable balances are written off after all collection efforts have been exhausted. The allowance for credit losses as of December 31, 2023 and June 30, 2024 was RMB 4,588,786 and RMB 2,232,523 (USD 313,257), respectively. |
Property plant and equipment, net | Property plant and equipment, net Property plant and equipment are stated at cost less accumulated depreciation and impairment if applicable. Depreciation is computed using the straight-line method over the estimated useful lives of the assets with 5% residual value. The estimated useful lives are as follows: Schedule of estimated useful lives Useful Life Office equipment 3 Mechanical equipment 3 5 Electronic and other equipment 3 5 Vehicles 3 5 |
Cost method investments | Cost method investments The Company accounts for investments with less than 20% of the voting shares and does not have the ability to exercise significant influence over operating and financial policies of the investee using the cost method. The Company records cost method investments at the historical cost in its condensed consolidated financial statements and subsequently records any dividends received from the net accumulated earnings of the investee as income. Dividends received in excess of earnings are considered a return of investment and are recorded as reduction in the cost of the investments. Cost method investments are evaluated for impairment when facts or circumstances indicate that the fair value of the long-term investments is less than its carrying value. An impairment is recognized when a decline in fair value is determined to be other-than-temporary. The Company reviews several factors to determine whether a loss is other-than-temporary. These factors include, but are not limited to, the: (i) nature of the investment; (ii) cause and duration of the impairment; (iii) extent to which fair value is less than cost; (iv) financial condition and near term prospects of the investments; and (v) ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value. |
Impairment for long-lived assets | Impairment for long-lived assets Long-lived assets, including property 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. |
Convertible bonds | Convertible bonds Convertible bonds are debt or equity instruments that either require or permit the investor to convert the instrument into equity securities of the issuer. The Company accounts for its convertible notes in accordance with ASC 470-20 Debt with Conversion and Other Options, whereby the convertible instrument is initially accounted for as a single unit of account, unless it contains a derivative that must be bifurcated from the host contract in accordance with ASC 815-15 Derivatives and hedging – Embedded Derivatives or the substantial premium model in ASC 470-20 Debt – Debt with Conversion and Other Options applies. For the six months ended June 30, 2024, the convertible bonds amounted to RMB 33,546,560 4,707,100 |
Business combination | Business combination The purchase price of an acquired company is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values, with the residual of the purchase price recorded as goodwill. Transaction costs associated with business combinations are expensed as incurred, and are included in general and administrative expenses in the Company’s consolidated statements of operations. The results of operations of the acquired business are included in the Company’s operating results from the date of acquisition. |
Fair value measurement | Fair value measurement The accounting standard regarding 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. |
Warrants liabilities | Warrants liabilities The Company accounts for warrants (Public Warrants or Private 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”) 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 ordinary shares 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. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements of operations. The Company has elected to account for its Public Warrants as equity and the Private Warrants as liabilities. |
Revenue recognition | Revenue recognition Effective January 1, 2019, the Company adopted ASC Topic 606 using the modified retrospective adoption method. Based on the requirements of ASC Topic 606, revenue is recognized when control of the promised goods or services is transferred to the customers in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services. Revenue is recognized when the following 5-step revenue recognition criteria are met: 1) Identify the contract with a customer 2) Identify the performance obligations in the contract 3) Determine the transaction price 4) Allocate the transaction price 5) Recognize revenue when or as the entity satisfies a performance obligation The Company’s revenue recognition policies effective upon the adoption of ASC 606 are as follows: (i) Holographic Solutions a. Holographic Technology LiDAR Products The Company generates light detection and ranging (“LiDAR”) revenue through selling integrated circuit board embedded with holographic software. The Company typically enters into written contracts with its customer where the rights of the parties, including payment terms, are identified and sales prices to the customers are fixed with no separate sales rebate, discount, or other incentive and no right of return exists on sales of inventory. The Company’s performance obligation is to deliver products according to contract specifications. The Company recognizes product revenue at a point in time when the control of products is transferred to customers. b. Holographic Technology Intelligence Vision software and Technology Development Service The Company generates revenue by developing advanced driver assistance systems (“ADAS”) software and technology, which are generally on a fixed-priced basis. The Company has no alternative use for the customized software and the Company has an enforceable right to payment for performance completed to date. Revenues from ADAS software development contracts are recognized over time during the contract period based on the Company’s measurement of progress towards completion using input method, which is usually measured by comparing labor hours expended to date to total estimated labor hours needed to satisfy the performance obligation. Assumptions, risks and uncertainties inherent in the estimates used to measure progress could affect the amount of revenues, receivables and deferred revenues at each reporting period. The Company has a long history of developing various ADAS software resulting in its ability to reasonably estimate the progress toward completion on each fixed price customized contracts. c. Holographic Technology Licensing and Content Products The Company provides holographic content products and holographic software for music videos, shows, and commercials on a fixed-price basis. These contents and software are generally pre-developed and exist when made available to the customer. Content products are delivered through its website or offline using hard drive. Revenues from licensing and content products are recognized at the point in time when the control of products or services is transferred to customers. No upgrades, maintenance, or any other post-contract customer support are provided. d. Holographic Technology Hardware Sales The Company is a distributer of holographic hardware and generates revenue through resale. In accordance with ASC 606, revenue recognition: principal agent consideration, an entity is a principal if it controls the specified good or service before that good or service is transferred to a customer. Otherwise, the entity is an agent in the transaction. The Company evaluates three indicators of control in accordance with ASU 2016-08: 1) For hardware sales, the Company is the most visible entity to customers and assumes fulfilment risk and risks related to the acceptability of products, including addressing customer complaints directly and handling of product returns or refunds directly. 2) The Company assumes inventory risk after taking the title from vendors and is responsible for product damage during shipment period prior to acceptance of its customers and is also responsible for product return if the customer is not satisfied with the products. 3) The Company determines the resale price of hardware products. 4) The Company is the party that directs the use of the inventory and can prevent the vendor from transferring the product to a customer or to redirect the products to a different customer. After evaluating the above scenario, the Company considers itself the principal of these arrangements and records hardware sales revenue on a gross basis. Hardware sales contracts are on a fixed price basis with no separate sales rebate, discount, or other incentive. Revenue is recognized at a point in time when the Company has delivered products and the acceptance by its customer with no future obligation. The Company generally permits returns of products due to deficits; however, returns are historically insignificant. (ii) Holographic Technology Service Holographic advertisements are the use of holographic technology integrated into advertisements on media platforms and offline display. The Company enters advertising contracts with advertisers to promote merchandises and services where the price, which is generally based on cost per action (“CPA”), is fixed and determinable. The Company provides its advertising service to channel providers where the amounts cost per action are also fixed and determinable. Revenue is recognized at a point in time when agreed actions are performed. The Company considers itself as provider of the services under the CPA model as it has the control of the services at any time before it is transferred to the customers which is evidenced by 1) having a right to a service to be performed by the other party, which gives the Company the ability to direct that party to provide the service to the customers on the Company’s behalf. 2) having discretion in setting the price for the service 3) billing monthly advertising fee directly to customers by settling valid CPA data with customers. Therefore, the Company acts as the principal of these arrangements and reports revenue earned and costs incurred related to these transactions on a gross basis. The Company also provides advertisement services through influencers on social networks. The Company charges advertisers a fixed rate, which is generally a fixed percentage of total value of merchandise sold over a specific period (“GMV”). Revenue is recognized at a point of time when merchandise is sold through social network. The Company’s software development kit (“SDK”) service is a collection of software development tools in one installable package that enables customers (usually software developers) to add holographic functionality and run holographic advertisements in their APPs or software. SDK contracts are primarily on a fixed rate basis, or cost per SDK Connection. The Company recognizes SDK service revenue at a point in time when a user completes an SDK connection via a designated portal. Service fees are generally billed monthly based on per-connection basis. The Company also provides game promotion services for game developers and licensed game operators. The Company acted as a marketing channel that it will promote the games through in-house or third-party platforms, from which users can download the mobile and purchase virtual currency for in game premium features to enhance their game playing experience. The Company contracts with third party payment platforms for collection services offered to game players who have purchased virtual currency. The game developers, licensed operator, payment platforms and the marketing channels are entitled to profit sharing based on a prescribed percentage of the gross amount charged to the game players. The Company’s obligation in the promotion services is completed at a point in time when the game players made a payment to purchase virtual currency. The Company considered itself an agent in these arrangements since it does not control the services at any time. Accordingly, the Company records the game promotion service revenue on a net basis. |
Contract balances | Contract balances Timing of revenue recognition may differ from the timing of invoicing to customers. Accounts receivable represent revenue recognized for the amounts invoiced and/or prior to invoicing when the Company has satisfied its performance obligation and has unconditional right to the payment. Contract assets represent the Company’s right to consideration in exchange for goods or services that the Company has transferred to a customer. The Company has no Contract liabilities represent the billings or cash received for services in advance of revenue recognition which is recognized as revenue when all the Company’s revenue recognition criteria are met. The Company’s contract liabilities amounted to RMB 2,230,852 542,969 76,187 |
Cost of revenues | Cost of revenues For holographic solutions, the cost of revenue consists primarily of the costs of hardware products sold and outsourced content providers, third party software development costs, and compensation expenses for the Company’s professionals. For holographic technology service, the cost of revenue consists primarily of costs paid to channel distributors for advertising services and compensation expenses for the Company’s professionals. |
Cost allocation | Cost allocation Cost allocation include allocation of certain general and administrative and financial expenses paid by the Parent. General and administrative expenses consist primarily of salary and related expenses of senior management and employees, shared management expenses, including accounting, consulting, legal support services, and other expenses to provide operating support to the related businesses. These allocations are made using a proportional cost allocation method by considering the proportion of revenues, headcounts as well as estimates of time spent on the provision of services attributable to the Company and the related expenses resulted from the acquisition of subsidiary. |
Research and development | Research and development Research and development expenses include salaries and other compensation-related expenses to the Company’s research and product development personnel, outsourced subcontractors, as well as office rental, depreciation and related expenses for the Company’s research and product development team. |
Value added taxes (“VAT”) | Value added taxes (“VAT”) Revenue represents the invoiced value of service, net of VAT. The VAT is based on gross sales price and VAT rates range up to 13% in China, depending on the type of service provided or product sold. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. Net VAT balance between input VAT and output VAT is recorded in tax payable. All of the VAT returns filed by the Company’s subsidiaries in China, have been and remain subject to examination by the tax authorities for five years from the date of filing. |
Income taxes | Income taxes The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. 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 is 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 condensed 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 the deferred tax assets will not be realized. Current income taxes are provided for 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 filed are subject to examination by any applicable tax authorities. |
Leases | Leases Effective January 1, 2022, the Company adopted 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. On January 1, 2022, the Company recognized approximately RMB 5.7 0.9 5.7 0.9 7 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 the Company’s real estate leases are classified as operating leases. When determining the lease payments for an operating lease transitioning to ASC 842 using the effective date, it’s based on future payments at the transition date, based on the present value of lease payments over the remaining lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company use its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term. Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Its leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term. The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and include the associated operating lease payments in the undiscounted future pre-tax cash flows. |
Employee benefit | Employee benefit The full-time employees of the Company are entitled to staff welfare benefits including medical care, housing fund, pension benefits, unemployment insurance and other welfare, which are government mandated defined contribution plans. The Company is required to accrue for these benefits based on certain percentages of the employees’ respective salaries, subject to certain ceilings, in accordance with the relevant PRC regulations, and make cash contributions to the state-sponsored plans out of the amounts accrued. |
Loss per share | Loss per share The Company computes earnings/loss per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income/loss divided by the weighted average ordinary share outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. |
Statutory reserves | Statutory reserves Pursuant to the laws applicable to the PRC, PRC entities must make appropriations from after-tax profit to the non-distributable “statutory surplus reserve fund”. Subject to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations of 10% of after-tax profit until the aggregated appropriations reach 50% of the registered capital (as determined under accounting principles generally accepted in the PRC (“PRC GAAP”) at each year-end). For foreign invested enterprises and joint ventures in the PRC, annual appropriations should be made to the “reserve fund”. For foreign invested enterprises, the annual appropriation for the “reserve fund” cannot be less than 10% of after-tax profits until the aggregated appropriations reach 50% of the registered capital (as determined under PRC GAAP at each year-end). If the Company has accumulated loss from prior periods, the Company is able to use the current period net income after tax to offset against the accumulate loss. |
Segment reporting | Segment reporting FASB ASC 280, Segment Reporting, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments. The Company’s chief operating decision maker is the Chief Executive Officer, who reviews the financial information of the separate operating segments when making decisions about allocating resources and assessing the performance of the group. Majority of the Company’s business activities are carried out in PRC, hence no geographical segment is disclosed. The Company has determined two operating segments: (1) Holographic solutions, and (2) Holographic technology service. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses enabling investors to better understand an entity’s overall performance and assess potential future cash flows. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The standard will be effective for annual reporting periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company is currently in the process of evaluating the disclosure impact of adopting ASU 2023-07. In December 2023, the FASB issued ASU 2023-09, Improvement to Income Tax Disclosure. This standard requires more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This standard also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for public business entities, for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. Other accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent standards that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures. |
Nature of business and organi_2
Nature of business and organization (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Schedule of accompanying consolidated financial statements | Schedule of accompanying consolidated financial statements Name Background Ownership MC Hologram Inc (“MC”) - A Cayman Islands company 100% owned by MicroCloud - Formed on November 10, 2020 - Registered capital of USD 50,000 - A holding company Quantum Edge HK Limited (“Mengyun HK”) - A Hong Kong company 100% owned by MC - Formed on November 25, 2020 - Registered capital of HK 10,000 - A holding company Beijing Xihuiyun Technology Co., Ltd (“Beijing Xihuiyun”) - A PRC limited liability company 100% owned by Mengyun HK - Formed on May 11, 2021 - Registered capital of RMB 207,048,000 - A holding company Shanghai Mengyun Holographic Technology Co., Ltd. (“Shanghai Mengyun”) - A PRC limited liability company 81.63% owned by Beijing Xihuiyun and 18.37% owned by Mengyun HK - Formed on March 24, 2016 - Registered capital of RMB 27,000,000 - Primarily engages in holographic integrated solutions. Shenzhen Mengyun Holographic Technology Co., Ltd. (“Shenzhen Mengyun”) - A PRC limited liability company 100% owned by Shanghai Mengyun - Formed on March 15, 2016 - Registered capital of RMB 10,000,000 - Primarily engages in holographic integrated solutions. Shenzhen Qianhai Youshi Technology Co., Ltd. (“Qianhai Youshi”) - A PRC limited liability company 100% owned by Shanghai Mengyun - Formed on August 14, 2014 - Registered capital of RMB 10,000,000 - Primarily engages in holographic content sales and SDK software services. - Disposed on September 30, 2023. Name Background Ownership Shenzhen Yijia Network Technology Co., Ltd. (“Yijia Network”) - A PRC limited liability company 100% owned by Qianhai Youshi - Formed on September 25, 2008 - Registered capital of RMB 10,000,000 - Primarily engages in holographic content sales and SDK software services. - Disposed on September 30, 2023. Horgos Youshi Network Technology Co., Ltd. (“Horgos Youshi”) - A PRC limited liability company 100% owned by Qianhai Youshi - Formed on November 2, 2020 - Registered capital of RMB 10,000,000 - Primarily engages in holographic content sales and SDK software services. - Disposed on September 30, 2023. Horgos Weiyi Software Technology Co., Ltd. (“Horgos Weiyi”) - A PRC limited liability company 100% owned by Shenzhen Mengyun - Formed on September 6, 2016 - Registered capital of RMB 10,000,000 - Primarily engages in holographic integrated solutions. - Dissolved on May 16, 2024. Shenzhen BroadVision Technology Co., Ltd. (“Shenzhen Bowei”) - A PRC limited liability company 100% owned by Shenzhen Mengyun - Formed on April 12, 2016 - Registered capital of RMB 10,000,000 - Primarily engages in holographic PCBA solutions. Mcloudvr Software Network Technology HK Co., Limited (“Mcloudvr HK”) - A Hong Kong company 100% owned by Shenzhen Mengyun - Formed on February 2, 2016 - Registered capital of HKD 100,000 - Primarily engages in holographic integrated solutions. Name Background Ownership Shenzhen Tianyuemeng Technology Co., Ltd. (“Shenzhen Tianyuemeng”) - A PRC limited liability company 100% owned by Shenzhen Mengyun - Formed on January 6, 2014 - Registered capital of RMB 20,000,000 - Primarily engages in holographic advertising services. - Disposed on September 30, 2023. Shenzhen Yunao Hongxiang Technology Co., Ltd. (“Shenzhen Yunao”) - A PRC limited liability company 100% owned by Shenzhen Mengyun - Formed on December 3, 2021 - Registered capital of RMB 5,000,000 - Advertising service - Dissolved on August 11, 2023. Broadvision Intelligence (Hong Kong), Ltd. (“Broadvision HK”) - A Hong Kong company 100% owned by Shenzhen Bowei - Formed on November 5, 2020 - Registered capital of HKD 10,000 - No operation Horgos BroadVision Technology Co., Ltd. (“Horgos Bowei”) - A PRC limited liability company 100% owned by Shenzhen Bowei - Formed on November 4, 2020 - Registered capital of RMB 1,000,000 - Primarily engages in holographic PCBA solutions. - Dissolved on May 16, 2024. Horgos Tianyuemeng Technology Co., Ltd. (“Horgos Tianyuemeng”) - A PRC limited liability company 100% owned by Shenzhen Tianyuemeng - Formed on October 23, 2020 - Registered capital of RMB 1,000,000 - Primarily engages in SDK software services. - Disposed on September 30, 2023. Ocean Cloud Technology Co., Limited. (“Ocean HK”) - A Hong Kong company 56% owned by Mcloudvr HK - Formed on November 4, 2021 - Registered capital of HKD 10,000 - No operation Name Background Ownership Shenzhen Haiyun Xinsheng Technology Co., Ltd. (“Shenzhen Haiyun”) - A PRC limited liability company 100% owned by Ocean HK - Formed on December 3, 2021 - Registered capital of RMB 300,000 - No operation Shenzhen Haiyun Xingchen Technology Co., Ltd. (“Haiyun Xingchen”) - A PRC limited liability company 100% owned by Shenzhen Haiyun - Formed on February 26, 2024 - Registered capital of RMB 300,000 - No operation Yichang Ji Yue Technology Ltd. (“Yichang Ji Yue”) - A PRC limited liability company 100% owned by Haiyun Xingchen - Formed on January 18, 2021 - Registered capital of RMB 1,000,000 - Advertising service BeiJing Ji Yue Technology Ltd. (“BeiJing Ji Yue”) - A PRC limited liability company 100% owned by Yichang Ji Yue - Formed on July 24, 2018 - Registered capital of RMB 500,000 - Advertising service Shenzhen Youmi Technology Co., Ltd. (“Shenzhen Youmi”) - A PRC limited liability company 100% owned by Shenzhen Haiyun - Formed on March 17, 2022 - Registered capital of RMB 5,000,000 (USD 784,671) - Game promotion and advertising service - Disposed on May 31, 2023 Shenzhen Yushian Technology Co., Ltd. (“Shenzhen Yushian”) - A PRC limited liability company 100% owned by Shenzhen Haiyun - Formed on February 18, 2022 - Registered capital of RMB 1,000,000 - Advertising service Horgos Youmi Technology Co., Ltd. (“Horgos Youmi”) - A PRC limited liability company 100% owned by Shenzhen Youmi - Formed on January 29, 2022 - Registered capital of RMB 5,000,000 - Advertising service - Disposed on May 31, 2023 Name Background Ownership Horgos Yushian Technology Co., Ltd. (“Horgos Yushian”) - A PRC limited liability company 100% owned by Shenzhen Yushi - Formed on March 24, 2022 - Registered capital of RMB 5,000,000 - Advertising service - Dissolved on December 18, 2023. Kashgar Youshi Information Technology Co., Ltd. (“Kashgar Youshi”) - A PRC limited liability company 100% owned by Qianhai Youshi - Formed on May 5, 2016 - Registered capital of RMB 5,000,000 - Primarily engages in holographic content sales and SDK software services. - Disposed on September 30, 2023. |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Non-controlling interests | Schedule of Non-controlling interests December 31, June 30, June 30, RMB RMB USD (Audited) (Unaudited) (Unaudited) Ocean HK 86,196 (926,878 ) (128,395 ) Total non-controlling interests 86,196 (926,878 ) (128,395 ) |
Schedule of estimated useful lives | Schedule of estimated useful lives Useful Life Office equipment 3 Mechanical equipment 3 5 Electronic and other equipment 3 5 Vehicles 3 5 |
Business combination (Tables)
Business combination (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Schedule of fair value of identifiable assets acquired and liabilities | Schedule of fair value of identifiable assets acquired and liabilities Fair value Fair value RMB USD Cash 1,091,759 153,641 Other current assets 4,373,975 615,541 Current liabilities (5,465,734 ) (769,182 ) Total consideration - - |
Short-term Investments (Tables)
Short-term Investments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Short-term Investments | |
Schedule of Short-term Investments | Schedule of Short-term Investments December 31, June 30, June 30, RMB RMB USD (Audited) (Unaudited) (Unaudited) Wealth management product - 109,663,603 15,387,495 |
Accounts receivable, net (Table
Accounts receivable, net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Credit Loss [Abstract] | |
Schedule of Accounts receivable, net | Schedule of Accounts receivable, net December 31, 2023 June 30, 2024 June 30, 2024 RMB RMB USD (Audited) (Unaudited) (Unaudited) Accounts receivable 14,431,613 25,178,557 3,532,940 Less: allowance for expected credit loss (4,588,786 ) (2,232,523 ) (313,257 ) Accounts receivable, net 9,842,827 22,946,034 3,219,683 |
Schedule of allowance for doubtful accounts | Schedule of allowance for doubtful accounts December 31, 2023 June 30, 2024 June 30, 2024 RMB RMB USD (Audited) (Unaudited) (Unaudited) Beginning balance 4,862,941 4,588,786 647,886 Provision for expected credit loss 274,155 590,534 83,113 Recovery - 1,765,729 248,512 Exchange rate difference - - (3,004 ) Ending balance 4,588,786 2,232,523 313,257 |
Inventories, net (Tables)
Inventories, net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Schedule of inventories December 31, June 30, June 30, RMB RMB USD (Audited) (Unaudited) (Unaudited) Raw materials 1,362,592 1,391,278 195,218 Finished goods 187,778 34,102 4,785 Total 1,550,370 1,425,380 200,003 Less: Inventory allowance (176,459 ) (176,459 ) (24,760 ) Inventories, net 1,373,911 1,248,921 175,243 |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and equipment, net | Schedule of Property and equipment, net December 31, June 30, June 30, 2024 RMB RMB USD (Audited) (Unaudited) (Unaudited) Office equipment 1,005,558 1,005,558 141,095 Mechanical equipment 1,059,178 1,059,178 148,619 Electronic and other equipment 3,167,783 3,179,710 446,163 Vehicles 43,982 43,982 6,171 Subtotal 5,276,501 5,288,428 742,048 Less: accumulated depreciation (3,678,367 ) (4,112,989 ) (577,116 ) Total 1,598,134 1,175,439 164,932 |
Other payables and accrued li_2
Other payables and accrued liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Other payables and accrued liabilities | Schedule of Other payables and accrued liabilities December 31, June 30, June 30, 2024 RMB RMB USD (Audited) (Unaudited) (Unaudited) Salary payables 4,965,078 4,941,141 693,318 Other payables and accrued expenses 4,132,792 6,394,768 897,285 Total other payables and accrued liabilities 9,097,870 11,335,909 1,590,603 |
Convertible bonds (Tables)
Convertible bonds (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Convertible Bonds | |
Schedule of Bonds payable | Schedule of Bonds payable December 31, June 30, June 30, RMB RMB USD (Audited) (Unaudited) (Unaudited) Investors - 33,546,560 4,707,100 |
Taxes (Tables)
Taxes (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax expense benefi | Schedule of income tax expense benefi For the For the June 30, For the RMB RMB USD Current 50,007 398,951 56,149 Deferred 943,920 (2,931,447 ) (412,578 ) Benefit of income taxes 993,927 (2,532,496 ) (356,429 ) |
Schedule of deferred tax assets and liabilities | Schedule of deferred tax assets and liabilities December 31, June 30, June 30, RMB RMB USD (Audited) (Unaudited) (Unaudited) Deferred tax assets: Allowance for expected credit loss 258,718 288,310 40,454 Impairment loss for investment 240,000 400,000 56,126 Net operating loss carry forward 18,180,820 14,347,809 2,013,219 Inventory reserve 26,469 26,469 3,714 Right of use 152,685 27,418 3,847 Less: valuation allowance (15,927,164 ) (15,089,925 ) (2,117,349 ) Deferred tax assets, net 2,931,528 81 11 |
Schedule of Taxes payable | Schedule of Taxes payable December 31, June 30, June 30, RMB RMB USD (Audited) (Unaudited) (Unaudited) VAT taxes payable 198,966 15,095 2,118 Income taxes payable 394,809 59 8 Other taxes payable 31,833 20,793 2,918 Totals 625,608 35,947 5,044 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Schedule of lease liabilities | Schedule of lease liabilities Twelve Months Ending December 31, Operating Operating RMB USD 2024 (remaining six months) 650,125 91,223 2025 1,341,786 188,273 2026 893,188 125,328 Total lease payments 2,885,099 404,824 Less: Interest (210,602 ) (29,551 ) Present value of lease liabilities 2,674,497 375,273 |
Schedule of Future amortization of Company’s ROU assets | Schedule of Future amortization of Company’s ROU assets Twelve Months Ending December 31, Operating Operating RMB USD 2024 (remaining six months) 554,636 77,824 2025 1,169,442 164,091 2026 804,896 112,939 Total 2,528,974 354,854 |
Warrant liabilities (Tables)
Warrant liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Warrant Liabilities | |
Schedule of Black-Scholes model | Schedule of Black-Scholes model December 31, June 30, June 30, USD USD RMB Input Share price 3.55 0.82 5.84 Risk-free interest rate 3.95 % 4.50 % 4.50 % Volatility 60.60 % 61.30 % 61.30 % Exercise price 11.50 115.00 819.58 Warrant life (yr) 3.71 3.21 3.21 |
Schedule of fair value measured on a recurring basis | Schedule of fair value measured on a recurring basis Description Warrant Quoted (Level 1) Significant Observable Inputs Significant Other Unobservable December 31, 2023 RMB 62,200 RMB - RMB - RMB 62,200 June 30, 2024 RMB 1,062 RMB - RMB - RMB 1,062 |
Schedule of Warrants activities | Schedule of Warrants activities Private Warrants Warrants Weighted Average Outstanding as of December 31, 2023 270,500 $ 11.50 4.00 Issued - - - Forfeited - - - Exercised - - - Expired - - - Outstanding as of June 30, 2024 270,500 $ 115.00 3.21 |
Segments (Tables)
Segments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Schedule of segments | Schedule of segments Holographic Holographic Total Total RMB RMB RMB USD Revenues 20,639,027 77,275,798 97,914,825 14,138,917 Cost of revenues (15,230,528 ) (32,724,181 ) (47,954,709 ) (6,924,668 ) Gross profit 5,408,499 44,551,617 49,960,116 7,214,249 Depreciation and amortization (3,525,947 ) - (3,525,947 ) (509,147 ) Total capital expenditures (345,488 ) - (345,488 ) (49,889 ) Holographic Holographic Total Total RMB RMB RMB USD Revenues 7,570,587 121,097,052 128,667,639 18,108,940 Cost of revenues (2,114,283 ) (103,120,894 ) (105,235,177 ) (14,811,008 ) Gross profit 5,456,304 17,976,158 23,432,462 3,297,932 Depreciation and amortization (25,572 ) (409,050 ) (434,622 ) (61,170 ) Total capital expenditures (11,927 ) - (11,927 ) (1,679 ) Total assets as of: December 31, June 30, June 30, RMB RMB USD (Audited) (Unaudited) (Unaudited) Holographic solutions 142,626,614 755,705,126 106,037,088 Holographic technology service 17,932,589 23,855,259 3,347,261 Total assets 160,559,203 779,560,385 109,384,349 |
Nature of business and organi_3
Nature of business and organization (Details) | 6 Months Ended |
Jun. 30, 2024 | |
M C Hologram Inc MC [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | MC Hologram Inc (“MC”) |
Ownership | 100% owned by MicroCloud |
Background | Registered capital of USD 50,000 |
Quantum Edge HK Limited [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Quantum Edge HK Limited (“Mengyun HK”) |
Ownership | 100% owned by MC |
Background | Registered capital of HK 10,000 |
Beijing Xihuiyun Technology Co [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Beijing Xihuiyun Technology Co., Ltd (“Beijing Xihuiyun”) |
Ownership | 100% owned by Mengyun HK |
Background | Registered capital of RMB 207,048,000 |
Shanghai Mengyun Holographic Technology Co [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Shanghai Mengyun Holographic Technology Co., Ltd. (“Shanghai Mengyun”) |
Ownership | 81.63% owned by Beijing Xihuiyun and 18.37% owned by Mengyun HK |
Background | Registered capital of RMB 27,000,000 |
Shenzhen Mengyun Holographic Technology Co [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Shenzhen Mengyun Holographic Technology Co., Ltd. (“Shenzhen Mengyun”) |
Ownership | 100% owned by Shanghai Mengyun |
Background | Registered capital of RMB 10,000,000 |
Shenzhen Qianhai Youshi Technology Co Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Shenzhen Qianhai Youshi Technology Co., Ltd. (“Qianhai Youshi”) |
Ownership | 100% owned by Shanghai Mengyun |
Background | Registered capital of RMB 10,000,000 |
Shenzhen Yijia Network Technology Co Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Shenzhen Yijia Network Technology Co., Ltd. (“Yijia Network”) |
Ownership | 100% owned by Qianhai Youshi |
Background | Registered capital of RMB 10,000,000 |
Horgos Youshi Network Technology Co Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Horgos Youshi Network Technology Co., Ltd. (“Horgos Youshi”) |
Ownership | 100% owned by Qianhai Youshi |
Background | Registered capital of RMB 10,000,000 |
Horgos Weiyi Software Technology Co Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Horgos Weiyi Software Technology Co., Ltd. (“Horgos Weiyi”) |
Ownership | 100% owned by Shenzhen Mengyun |
Background | Registered capital of RMB 10,000,000 |
Shenzhen Broad Vision Technology Co Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Shenzhen BroadVision Technology Co., Ltd. (“Shenzhen Bowei”) |
Ownership | 100% owned by Shenzhen Mengyun |
Background | Registered capital of RMB 10,000,000 |
Mcloudvr Software Network Technology HK Co Limited [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Mcloudvr Software Network Technology HK Co., Limited (“Mcloudvr HK”) |
Ownership | 100% owned by Shenzhen Mengyun |
Background | Registered capital of HKD 100,000 |
Shenzhen Tianyuemeng Technology Co Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Shenzhen Tianyuemeng Technology Co., Ltd. (“Shenzhen Tianyuemeng”) |
Ownership | 100% owned by Shenzhen Mengyun |
Background | Registered capital of RMB 20,000,000 |
Shenzhen Yunao Hongxiang Technology Co Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Shenzhen Yunao Hongxiang Technology Co., Ltd. (“Shenzhen Yunao”) |
Ownership | 100% owned by Shenzhen Mengyun |
Background | Registered capital of RMB 5,000,000 |
Broadvision Intelligence Hong Kong Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Broadvision Intelligence (Hong Kong), Ltd. (“Broadvision HK”) |
Ownership | 100% owned by Shenzhen Bowei |
Background | Registered capital of HKD 10,000 |
Horgos Broad Vision Technology Co Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Horgos BroadVision Technology Co., Ltd. (“Horgos Bowei”) |
Ownership | 100% owned by Shenzhen Bowei |
Background | Registered capital of RMB 1,000,000 |
Horgos Tianyuemeng Technology Co Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Horgos Tianyuemeng Technology Co., Ltd. (“Horgos Tianyuemeng”) |
Ownership | 100% owned by Shenzhen Tianyuemeng |
Background | Registered capital of RMB 1,000,000 |
Ocean Cloud Technology Co Limited [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Ocean Cloud Technology Co., Limited. (“Ocean HK”) |
Ownership | 56% owned by Mcloudvr HK |
Background | Registered capital of HKD 10,000 |
Shenzhen Haiyun Xinsheng Technology Co Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Shenzhen Haiyun Xinsheng Technology Co., Ltd. (“Shenzhen Haiyun”) |
Ownership | 100% owned by Ocean HK |
Background | Registered capital of RMB 300,000 |
Shenzhen Haiyun Xingchen Technology Co Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Shenzhen Haiyun Xingchen Technology Co., Ltd. (“Haiyun Xingchen”) |
Ownership | 100% owned by Shenzhen Haiyun |
Background | Registered capital of RMB 300,000 |
Yichang Ji Yue Technology Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Yichang Ji Yue Technology Ltd. (“Yichang Ji Yue”) |
Ownership | 100% owned by Haiyun Xingchen |
Background | Registered capital of RMB 1,000,000 |
Bei Jing Ji Yue Technology Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | BeiJing Ji Yue Technology Ltd. (“BeiJing Ji Yue”) |
Ownership | 100% owned by Yichang Ji Yue |
Background | Registered capital of RMB 500,000 |
Shenzhen Youmi Technology Co Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Shenzhen Youmi Technology Co., Ltd. (“Shenzhen Youmi”) |
Ownership | 100% owned by Shenzhen Haiyun |
Background | Registered capital of RMB 5,000,000 (USD 784,671) |
Shenzhen Yushian Technology Co Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Shenzhen Yushian Technology Co., Ltd. (“Shenzhen Yushian”) |
Ownership | 100% owned by Shenzhen Haiyun |
Background | Registered capital of RMB 1,000,000 |
Horgos Youmi Technology Co Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Horgos Youmi Technology Co., Ltd. (“Horgos Youmi”) |
Ownership | 100% owned by Shenzhen Youmi |
Background | Registered capital of RMB 5,000,000 |
Horgos Yushian Technology Co Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Horgos Yushian Technology Co., Ltd. (“Horgos Yushian”) |
Ownership | 100% owned by Shenzhen Yushi |
Background | Registered capital of RMB 5,000,000 |
Kashgar Youshi Information Technology Co Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Kashgar Youshi Information Technology Co., Ltd. (“Kashgar Youshi”) |
Ownership | 100% owned by Qianhai Youshi |
Background | Registered capital of RMB 5,000,000 |
Summary of significant accoun_4
Summary of significant accounting policies (Details) | Jun. 30, 2024 USD ($) | Jun. 30, 2024 CNY (¥) | Dec. 31, 2023 CNY (¥) |
Defined Benefit Plan Disclosure [Line Items] | |||
Total non-controlling interests | $ (128,395) | ¥ (926,878) | ¥ 86,196 |
Ocean H K [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total non-controlling interests | $ (128,395) | ¥ (926,878) | ¥ 86,196 |
Nature of business and organi_4
Nature of business and organization (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2024 | Dec. 31, 2023 | Sep. 16, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Shares, Issued | 110,254,155 | ||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Number of Shares | 2,182,470 | ||
Common Stock, Shares, Issued | 110,254,155 | 5,941,204 | |
Class of Warrant or Right, Outstanding | 6,020,500 | ||
Reverse Recapitalization amount | $ 33,200,000 | ||
Common Stock [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Common Stock, Shares, Issued | 50,812,035 | ||
MC Shareholders [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Shares, Issued | 44,554,455 |
Summary of significant accoun_5
Summary of significant accounting policies (Details 1) | Jun. 30, 2024 |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Mechanical Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Mechanical Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Electronic And Other Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Electronic And Other Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Vehicles [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Vehicles [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Summary of significant accoun_6
Summary of significant accounting policies (Details Narrative) | 6 Months Ended | ||||
Jun. 30, 2024 USD ($) | Jun. 30, 2024 CNY (¥) | Dec. 31, 2023 CNY (¥) | Jan. 03, 2022 USD ($) | Jan. 03, 2022 CNY (¥) | |
Property, Plant and Equipment [Line Items] | |||||
Foreign cuurency transactions | RMB 1.00 to USD 0.1403 and to USD 0.1412 | ||||
Average translation rates | RMB 1.00 to USD 0.1407 and to USD 0.1444 | ||||
Convertible bonds | $ 4,707,100 | ¥ 33,546,560 | |||
Contract assets | 0 | 0 | |||
Contract liabilities | 76,187 | 542,969 | 2,230,852 | ||
Operating lease, right-of-use asset | $ 354,854 | ¥ 2,528,974 | ¥ 2,988,691 | $ 900,000 | ¥ 5,700,000 |
Operating lease, liability | $ 900,000 | ¥ 5,700,000 | |||
Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Incremental borrowing rate | 7% |
Business combination (Details)
Business combination (Details) - Apr. 01, 2024 - Yichang Ji Yue [Member] | USD ($) | CNY (¥) |
Business Acquisition [Line Items] | ||
Cash | $ 153,641 | ¥ 1,091,759 |
Other current assets | 615,541 | 4,373,975 |
Current liabilities | (769,182) | (5,465,734) |
Total consideration |
Business combination (Details N
Business combination (Details Narrative) | Apr. 01, 2024 |
Yichang Ji Yue [Member] | |
Business Acquisition [Line Items] | |
Foreign currency translation | RMB 1.00 to USD 0.1407 |
Short-term Investments (Details
Short-term Investments (Details) | Jun. 30, 2024 USD ($) | Jun. 30, 2024 CNY (¥) | Dec. 31, 2023 CNY (¥) |
Short term Investments | $ 15,387,495 | ¥ 109,663,603 | |
Wealth Management Product [Member] | |||
Short term Investments | $ 15,387,495 | ¥ 109,663,603 |
Short-term Investments (Detai_2
Short-term Investments (Details Narrative) | Jun. 30, 2024 USD ($) | Jun. 30, 2024 CNY (¥) | Jun. 30, 2023 CNY (¥) |
Short-term Investments | |||
Short-term investments | $ 377,495 | ¥ 2,682,181 | ¥ 0 |
Accounts receivable, net (Detai
Accounts receivable, net (Details) | Jun. 30, 2024 USD ($) | Jun. 30, 2024 CNY (¥) | Dec. 31, 2023 CNY (¥) |
Credit Loss [Abstract] | |||
Accounts receivable | $ 3,532,940 | ¥ 25,178,557 | ¥ 14,431,613 |
Less: allowance for expected credit loss | (313,257) | (2,232,523) | (4,588,786) |
Accounts receivable, net | $ 3,219,683 | ¥ 22,946,034 | ¥ 9,842,827 |
Accounts receivable, net (Det_2
Accounts receivable, net (Details 1) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 USD ($) | Jun. 30, 2024 CNY (¥) | Dec. 31, 2023 CNY (¥) | |
Credit Loss [Abstract] | |||
Beginning balance | $ 647,886 | ¥ 4,588,786 | ¥ 4,862,941 |
Provision for expected credit loss | 83,113 | 590,534 | 274,155 |
Recovery | 248,512 | 1,765,729 | |
Exchange rate difference | ¥ | |||
Exchange difference | $ | (3,004) | ||
Ending balance | $ 313,257 | ¥ 2,232,523 | ¥ 4,588,786 |
Inventories (Details)
Inventories (Details) | Jun. 30, 2024 USD ($) | Jun. 30, 2024 CNY (¥) | Dec. 31, 2023 CNY (¥) |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 195,218 | ¥ 1,391,278 | ¥ 1,362,592 |
Finished goods | 4,785 | 34,102 | 187,778 |
Total | 200,003 | 1,425,380 | 1,550,370 |
Less: Inventory allowance | (24,760) | (176,459) | (176,459) |
Inventories, net | $ 175,243 | ¥ 1,248,921 | ¥ 1,373,911 |
Property and equipment, net (De
Property and equipment, net (Details) | Jun. 30, 2024 USD ($) | Jun. 30, 2024 CNY (¥) | Dec. 31, 2023 CNY (¥) |
Property, Plant and Equipment [Line Items] | |||
Sub total | $ 742,048 | ¥ 5,288,428 | ¥ 5,276,501 |
Less: accumulated depreciation | (577,116) | (4,112,989) | (3,678,367) |
Total | 164,932 | 1,175,439 | 1,598,134 |
Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Sub total | 141,095 | 1,005,558 | 1,005,558 |
Mechanical Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Sub total | 148,619 | 1,059,178 | 1,059,178 |
Electronic And Other Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Sub total | 446,163 | 3,179,710 | 3,167,783 |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Sub total | $ 6,171 | ¥ 43,982 | ¥ 43,982 |
Property and equipment, net (_2
Property and equipment, net (Details Narrative) | 6 Months Ended | ||
Jun. 30, 2024 USD ($) | Jun. 30, 2024 CNY (¥) | Jun. 30, 2023 CNY (¥) | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 61,170 | ¥ 434,622 | ¥ 336,741 |
Other payables and accrued li_3
Other payables and accrued liabilities (Details) | Jun. 30, 2024 USD ($) | Jun. 30, 2024 CNY (¥) | Dec. 31, 2023 CNY (¥) |
Payables and Accruals [Abstract] | |||
Salary payables | $ 693,318 | ¥ 4,941,141 | ¥ 4,965,078 |
Other payables and accrued expenses | 897,285 | 6,394,768 | 4,132,792 |
Total other payables and accrued liabilities | $ 1,590,603 | ¥ 11,335,909 | ¥ 9,097,870 |
Convertible bonds (Details)
Convertible bonds (Details) | Jun. 30, 2024 USD ($) | Jun. 30, 2024 CNY (¥) | Dec. 31, 2023 CNY (¥) |
Defined Benefit Plan Disclosure [Line Items] | |||
Total bonds payable | $ 4,707,100 | ¥ 33,546,560 | ¥ 0 |
Investor [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total bonds payable | $ 4,707,100 | ¥ 33,546,560 |
Convertible bonds (Details Narr
Convertible bonds (Details Narrative) | Jun. 30, 2024 USD ($) | Jun. 30, 2024 CNY (¥) | Dec. 31, 2023 CNY (¥) |
Convertible Bonds | |||
Total bonds payable | $ 4,707,100 | ¥ 33,546,560 | ¥ 0 |
Taxes (Details)
Taxes (Details) | 6 Months Ended | ||
Jun. 30, 2024 USD ($) | Jun. 30, 2024 CNY (¥) | Jun. 30, 2023 CNY (¥) | |
Income Tax Disclosure [Abstract] | |||
Current | $ 56,149 | ¥ 398,951 | ¥ 50,007 |
Deferred | (412,578) | (2,931,447) | 943,920 |
Benefit of income taxes | $ (356,429) | ¥ (2,532,496) | ¥ 993,927 |
Taxes (Details 1)
Taxes (Details 1) | Jun. 30, 2024 USD ($) | Jun. 30, 2024 CNY (¥) | Dec. 31, 2023 CNY (¥) |
Deferred tax assets: | |||
Allowance for doubtful accounts | $ 40,454 | ¥ 288,310 | ¥ 258,718 |
Impairment loss for investment | 56,126 | 400,000 | 240,000 |
Net operating loss carry forward | 2,013,219 | 14,347,809 | 18,180,820 |
Inventory reserve | 3,714 | 26,469 | 26,469 |
Right of use | 3,847 | 27,418 | 152,685 |
Less: valuation allowance | (2,117,349) | (15,089,925) | (15,927,164) |
Deferred tax assets, net | $ 11 | ¥ 81 | ¥ 2,931,528 |
Taxes (Details 2)
Taxes (Details 2) | Jun. 30, 2024 USD ($) | Jun. 30, 2024 CNY (¥) | Dec. 31, 2023 CNY (¥) |
Income Tax Disclosure [Abstract] | |||
VAT taxes payable | $ 2,118 | ¥ 15,095 | ¥ 198,966 |
Income taxes payable | 8 | 59 | 394,809 |
Other taxes payable | 2,918 | 20,793 | 31,833 |
Totals | $ 5,044 | ¥ 35,947 | ¥ 625,608 |
Taxes (Details Narrative)
Taxes (Details Narrative) | 6 Months Ended | 37 Months Ended | 84 Months Ended | |||
Jun. 30, 2024 CNY (¥) | Dec. 31, 2024 | Dec. 31, 2024 | Dec. 31, 2023 | Jun. 30, 2024 USD ($) | Jun. 30, 2024 CNY (¥) | |
Restructuring Cost and Reserve [Line Items] | ||||||
Income tax rate | 12.50% | |||||
Statutory income tax rate | 15% | 15% | 15% | |||
Net operating loss carry forwards | $ 13,555,122 | ¥ 96,311,852 | ||||
Foreign Investment Enterprises [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Income tax rate | 25% | |||||
H N T Es [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Income tax rate | 15% | |||||
Quantum Edge HK Limited [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Income tax rate | ¥ 2,000,000 | |||||
Income tax rate | 8.25% |
Concentration of risk (Details
Concentration of risk (Details Narrative) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 | Dec. 31, 2023 CNY (¥) | Jun. 30, 2024 CNY (¥) | |
Concentration Risk [Line Items] | ||||
Cash deposits | ¥ 500,000 | |||
Deposited | $ 88,408,173 | ¥ 126,037,538 | ¥ 630,067,369 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 17.10% | 26% | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Two Customer [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 10.30% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 27.70% | 19.80% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Customer [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 11.70% | 13% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Three Customer [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 11.80% | |||
Purchases [Member] | Vendor Concentration Risk [Member] | One Vendor [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 20% | 50.70% | ||
Purchases [Member] | Vendor Concentration Risk [Member] | Two Vendor [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 12.10% | 14% | ||
Purchases [Member] | Vendor Concentration Risk [Member] | Three Vendor [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 10.50% | |||
Accounts Payable [Member] | Vendor Concentration Risk [Member] | One Vendor [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 33.20% | 36.10% | ||
Accounts Payable [Member] | Vendor Concentration Risk [Member] | Two Vendor [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 24.40% | 26.10% | ||
Accounts Payable [Member] | Vendor Concentration Risk [Member] | Three Vendor [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 12% | 22.20% |
Leases (Details)
Leases (Details) - Jun. 30, 2024 | USD ($) | CNY (¥) |
Leases [Abstract] | ||
2023(remaining six months) | $ 91,223 | ¥ 650,125 |
2024 | 188,273 | 1,341,786 |
2025 | 125,328 | 893,188 |
Total lease payments | 404,824 | 2,885,099 |
Less: Interest | (29,551) | (210,602) |
Present value of lease liabilities | $ 375,273 | ¥ 2,674,497 |
Leases (Details 1)
Leases (Details 1) - Jun. 30, 2024 | USD ($) | CNY (¥) |
Leases [Abstract] | ||
2023 (remaining six months) | $ 77,824 | ¥ 554,636 |
2024 | 164,091 | 1,169,442 |
2025 | 112,939 | 804,896 |
Total | $ 354,854 | ¥ 2,528,974 |
Leases (Details Narrative)
Leases (Details Narrative) | 6 Months Ended | ||||||
Jun. 30, 2024 USD ($) | Jun. 30, 2024 CNY (¥) | Jun. 30, 2023 CNY (¥) | Jun. 30, 2024 CNY (¥) | Dec. 31, 2023 CNY (¥) | Jan. 03, 2022 USD ($) | Jan. 03, 2022 CNY (¥) | |
Operating lease, right-of-use asset | $ 354,854 | ¥ 2,528,974 | ¥ 2,988,691 | $ 900,000 | ¥ 5,700,000 | ||
Operating lease, liability | $ 900,000 | ¥ 5,700,000 | |||||
Weighted average remaining lease term | 2 years 1 month 6 days | 2 years 1 month 6 days | |||||
Rent expenses | $ 88,666 | ¥ 631,902 | ¥ 960,220 | ||||
Maximum [Member] | |||||||
Incremental borrowing rate | 7% | 7% |
Warrant liabilities (Details)
Warrant liabilities (Details) - Warrant [Member] | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 $ / shares | Dec. 31, 2023 $ / shares | Jun. 30, 2024 ¥ / shares | |
Class of Warrant or Right [Line Items] | |||
Share price | (per share) | $ 0.82 | $ 3.55 | ¥ 5.84 |
Risk-free interest rate | 4.50% | 3.95% | |
Volatility | 61.30% | 60.60% | |
Exercise price | (per share) | $ 115 | $ 11.50 | ¥ 819.58 |
Warrant life (yr) | 3 years 2 months 15 days | 3 years 8 months 15 days | |
Warrant life (yr) | 3 years 2 months 15 days |
Warrant Liabilities (Details 1)
Warrant Liabilities (Details 1) - CNY (¥) | Jun. 30, 2024 | Dec. 31, 2023 |
Platform Operator, Crypto Asset [Line Items] | ||
Warrant liability | ¥ 1,062 | ¥ 62,200 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Warrant liability | ||
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Warrant liability | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Warrant liability | ¥ 1,062 | ¥ 62,200 |
Warrant Liabilities (Details 2)
Warrant Liabilities (Details 2) - Warrant [Member] | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 $ / shares | Jun. 30, 2024 CNY (¥) shares | Dec. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Beginning balance | shares | 270,500 | ||
Weighted average exercise price, beginning balance | $ 11.50 | ||
Average remaining period | 3 years 2 months 15 days | 4 years | |
Issued | shares | |||
Weighted average exercise price, Issued | |||
Forfeited | ¥ | |||
Weighted average exercise price, Forfeited | |||
Exercised | shares | |||
Weighted average exercise price, Exercised | |||
Expired | shares | |||
Weighted average exercise price, Expired | |||
Ending balance | shares | 270,500 | 270,500 | |
Weighted average exercise price, ending balance | $ 115 | $ 11.50 |
Warrant liabilities (Details Na
Warrant liabilities (Details Narrative) - $ / shares | 1 Months Ended | |||
Jun. 24, 2021 | Jun. 24, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Warrants | 6,020,500 | |||
Warrants, description | Each Public Unit consists of one ordinary share of the Company, $0.0001 par value per share, one right and one redeemable warrant (the “Public Warrant”). Each Public Warrant entitles the holder to purchase one-half (1/2) of an ordinary share at an exercise price of $11.50 | |||
IPO [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Sale of units | 5,750,000 | 5,750,000 | ||
Price per share | $ 10 | $ 10 | ||
Private Placement [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Sale of units | 270,500 | |||
Price per share | $ 10 | $ 10 | ||
Public Warrants [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Warrants | 5,750,000 | |||
Private Warrants [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Warrants | 270,500 |
Shareholders_ equity (Details N
Shareholders’ equity (Details Narrative) | 1 Months Ended | 6 Months Ended | |||||||||||
Jan. 06, 2021 CNY (¥) shares | Jun. 24, 2021 $ / shares shares | Jun. 24, 2021 $ / shares shares | Mar. 26, 2021 shares | Jun. 30, 2024 CNY (¥) | Jun. 30, 2023 CNY (¥) | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2024 CNY (¥) shares | Apr. 01, 2024 shares | Dec. 31, 2023 $ / shares | Dec. 31, 2023 CNY (¥) shares | Oct. 24, 2023 shares | Nov. 10, 2020 $ / shares shares | |
Class of Stock [Line Items] | |||||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||||||||||
Reverse stock split | On January 30, 2024, the Company announced a Reverse Stock Split plan (the “Reverse Stock Split”). The plan became effective on February 2, 2024. Pursuant to the plan, every ten (10) shares of the Company’s ordinary share issued, par value of US$0.0001, was combined into one (1) share of ordinary share, par value $0.001, and the authorized share capital of the Company was reduced from US$50,000 divided into 500,000,000 shares of a nominal or par value of US$0.0001 each to US$50,000 divided into 50,000,000 shares of a nominal or par value of US$0.001 each. Following the Share Consolidation, the authorized share capital of the Company was increased from US$50,000 divided into 50,000,000 shares of a nominal or par value of US$0.001 each to US$500,000 divided into 500,000,000 shares of a nominal or par value of US$0.001 each (the “Share Capital Increase”), by the creation of an additional 450,000,000 shares of a nominal or par value of US$0.001 each to rank pari passu in all respects with the existing shares in the capital of the Company. As of now, this increase has taken effect and the new share capital structure is in operation. The following information was adjusted for the Reverse Stock Split. | ||||||||||||
Aggregate shares | 4,455,446 | 4,455,446 | |||||||||||
Shares issued | 110,254,155 | 110,254,155 | |||||||||||
Shares outstanding | 110,254,155 | 110,254,155 | |||||||||||
Statutory reserve | $ 360,424 | ¥ 2,552,776 | ¥ 3,052,776 | ||||||||||
Mengyun P R C Entities [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Statutory reserve | ¥ | ¥ 40,855,776 | ||||||||||||
Retained earnings for their statutory reserves | ¥ | ¥ 500,000 | ¥ 0 | |||||||||||
Employee Stock Incentive Plan 2023 [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares issued | 104,276,951 | 104,276,951 | 36,000 | 860,000 | |||||||||
Common Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||||||||||
Shares issued | 5,081,204 | 5,081,204 | 5,941,204 | ||||||||||
IPO [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of units sold | 5,750,000 | 5,750,000 | |||||||||||
Share price | $ / shares | $ 10 | $ 10 | |||||||||||
Private Placement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of units sold | 270,500 | ||||||||||||
Sponsor [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares issued | 1,150,000 | 270,500 | 287,500 | ||||||||||
Value of shares issued | ¥ | ¥ 25,000 | ||||||||||||
Sponsor [Member] | Private Placement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of units sold | 270,500 | ||||||||||||
Share price | $ / shares | $ 10 | $ 10 | |||||||||||
Ordinary Shares [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock, shares authorized | 500,000,000 | ||||||||||||
Common stock, par value | $ / shares | $ 0.0001 |
Segments (Details)
Segments (Details) | 6 Months Ended | |||||
Jun. 30, 2024 USD ($) | Jun. 30, 2024 CNY (¥) | Jun. 30, 2023 USD ($) | Jun. 30, 2023 CNY (¥) | Jun. 30, 2024 CNY (¥) | Dec. 31, 2023 CNY (¥) | |
Segment Reporting Information [Line Items] | ||||||
Revenues | $ 18,108,940 | ¥ 128,667,639 | $ 14,138,917 | ¥ 97,914,825 | ||
Cost of revenues | (14,811,008) | (105,235,177) | (6,924,668) | (47,954,709) | ||
Gross profit | 3,297,932 | 23,432,462 | 7,214,249 | 49,960,116 | ||
Depreciation and amortization | (61,170) | (434,622) | (509,147) | (3,525,947) | ||
Total capital expenditures | (1,679) | (11,927) | $ (49,889) | (345,488) | ||
Total Assets | 109,384,349 | ¥ 779,560,385 | ¥ 160,559,203 | |||
Holographic Solutions [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 7,570,587 | 20,639,027 | ||||
Cost of revenues | (2,114,283) | (15,230,528) | ||||
Gross profit | 5,456,304 | 5,408,499 | ||||
Depreciation and amortization | (25,572) | (3,525,947) | ||||
Total capital expenditures | (11,927) | (345,488) | ||||
Total Assets | 106,037,088 | 755,705,126 | 142,626,614 | |||
Holographic Technology Service [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 121,097,052 | 77,275,798 | ||||
Cost of revenues | (103,120,894) | (32,724,181) | ||||
Gross profit | 17,976,158 | 44,551,617 | ||||
Depreciation and amortization | (409,050) | |||||
Total capital expenditures | ||||||
Total Assets | $ 3,347,261 | ¥ 23,855,259 | ¥ 17,932,589 |
Subsequent events (Details Narr
Subsequent events (Details Narrative) - CNY (¥) | Aug. 21, 2024 | Aug. 12, 2024 | Jul. 08, 2024 |
Subsequent Events [Abstract] | |||
Principal amount | ¥ 28,000,000 | ¥ 30,000,000 | ¥ 28,000,000 |