Cover
Cover | 3 Months Ended |
Mar. 31, 2024 shares | |
Document Information [Line Items] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Transition Report | false |
Entity Interactive Data Current | Yes |
Amendment Flag | false |
Document Period End Date | Mar. 31, 2024 |
Document Fiscal Year Focus | 2024 |
Document Fiscal Period Focus | Q1 |
Entity Information [Line Items] | |
Entity Registrant Name | Hanryu Holdings, Inc |
Entity Central Index Key | 0001911545 |
Entity File Number | 001-41763 |
Entity Tax Identification Number | 88-1368281 |
Entity Incorporation, State or Country Code | DE |
Current Fiscal Year End Date | --12-31 |
Entity Current Reporting Status | No |
Entity Shell Company | false |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Contact Personnel [Line Items] | |
Entity Address, Address Line One | 160, Yeouiseo-ro |
Entity Address, Address Line Two | Yeongdeungpo-gu |
Entity Address, City or Town | Seoul |
Entity Address, Country | KR |
Entity Address, Postal Zip Code | 07231 |
Entity Phone Fax Numbers [Line Items] | |
City Area Code | +82 |
Local Phone Number | 2-564-8588 |
Entity Listings [Line Items] | |
Title of 12(b) Security | Class A Common Stock, $0.001 par value per share |
Trading Symbol | HRYU |
Security Exchange Name | NASDAQ |
Entity Common Stock, Shares Outstanding | 52,808,589 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
CURRENT ASSETS: | ||
Cash and Cash Equivalents | $ 9,996 | $ 5,427,830 |
Short-term loans receivable | 8,945,261 | 3,789,900 |
Accounts receivable, net of allowance | 310,563 | 324,413 |
Non-trade receivables | 34,480 | 171,892 |
Prepaid expenses and other receivable | 7,626,903 | 7,903,035 |
Total current assets | 16,927,203 | 17,617,070 |
PROPERTY PLANT AND EQUIPMENT, NET | 434,150 | 629,185 |
OPERATING LEASE RIGHT-OF-USE ASSET | 1,775,941 | 1,918,966 |
OTHER ASSETS | 363,551 | 379,735 |
Total Assets | 19,500,845 | 20,544,956 |
CURRENT LIABILITIES: | ||
Short-term loans payable | 1,963,914 | 1,589,887 |
Non-trade accounts payable | 2,630,440 | 2,312,669 |
Bonds with warrants, net | 3,341,253 | 3,489,995 |
Accrued expenses and other current liabilities | 86,549 | 83,940 |
Total current liabilities | 8,022,156 | 7,476,491 |
Total Liabilities | 8,022,156 | 7,476,491 |
Commitments and contingencies (Note 13) | ||
STOCKHOLDER’S EQUITY: | ||
Authorized 110,000,000 (common:100,000,000, preferred:10,000,000) shares; Issued and outstanding 52,808,589 common shares as of March 31, 2024 and December 31, 2023 | 52,809 | 52,809 |
Additional paid-in capital | 51,415,476 | 51,415,476 |
Accumulated deficit | (39,940,833) | (38,893,762) |
Accumulated other comprehensive income | (48,763) | 493,942 |
Total Stockholders’ Equity | 11,478,689 | 13,068,465 |
Total Liabilities and Stockholders’ Equity | $ 19,500,845 | $ 20,544,956 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 110,000,000 | 110,000,000 |
Common stock, shares issued | 52,808,589 | 52,808,589 |
Common stock, shares outstanding | 52,808,589 | 52,808,589 |
Common stock, common shares | 100,000,000 | 100,000,000 |
Common Stock, preferred shares | 10,000,000 | 10,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Sales | $ 185 | $ 223 |
Cost of Revenue | ||
Gross profit | 185 | 223 |
Operating cost and expenses | (1,098,186) | (2,806,680) |
Loss from operations | (1,098,001) | (2,806,457) |
OTHER INCOME (EXPENSE): | ||
Loss on disposal of tangible assets | (24,577) | |
Interest income (expense), net | 76,313 | (2,627) |
Gain (loss) on foreign currency transactions | 991 | (150) |
Other expense, net | (1,797) | (14,025) |
Net other income | 50,930 | (16,802) |
Net Loss from continuing operations before taxes | (1,047,071) | (2,823,259) |
Net loss from continuing operations | (1,047,071) | (2,823,259) |
Discontinued operations: | ||
Loss from discontinued operations | (244,072) | |
Loss from discontinued operation | (244,072) | |
Net Loss | (1,047,071) | (3,067,331) |
Less net loss attributable to non-controlling interest | (5,776) | |
Net Loss attributable to equity holders of the Company | (1,047,071) | (3,061,555) |
Net Loss | (1,047,071) | (3,067,331) |
Less net loss attributable to non-controlling interest | $ (5,776) | |
Basic net loss per share: | ||
Loss from continuing operations (in Dollars per share) | $ (0.02) | $ (0.06) |
Loss from discontinued operations (in Dollars per share) | (0.01) | |
Total basic net loss per share (in Dollars per share) | (0.02) | (0.07) |
Diluted net loss per share | ||
Loss from continuing operations (in Dollars per share) | (0.02) | (0.06) |
Loss from discontinued operations (in Dollars per share) | (0.01) | |
Total diluted net loss per share (in Dollars per share) | $ (0.02) | $ (0.07) |
Weighted average number of common shares outstanding: | ||
Basic (in Shares) | 52,808,589 | 46,375,977 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Diluted | 52,808,589 | 46,375,977 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($) | Common Stock $0.42 Per Share by Cash Considerations | Common Stock $1.27 Per Share by Cash Considerations | Common Stock $1.27 Per Share by Non-Cash Consideration | Common Stock | Additional Paid-in and Other Capital $0.42 Per Share by Cash Considerations | Additional Paid-in and Other Capital $1.27 Per Share by Cash Considerations | Additional Paid-in and Other Capital $1.27 Per Share by Non-Cash Consideration | Additional Paid-in and Other Capital | Accumulated Deficit $0.42 Per Share by Cash Considerations | Accumulated Deficit $1.27 Per Share by Cash Considerations | Accumulated Deficit $1.27 Per Share by Non-Cash Consideration | Accumulated Deficit | Accumulated other Comprehensive Gain (Loss) $0.42 Per Share by Cash Considerations | Accumulated other Comprehensive Gain (Loss) $1.27 Per Share by Cash Considerations | Accumulated other Comprehensive Gain (Loss) $1.27 Per Share by Non-Cash Consideration | Accumulated other Comprehensive Gain (Loss) | Non-controlling interests $0.42 Per Share by Cash Considerations | Non-controlling interests $1.27 Per Share by Cash Considerations | Non-controlling interests $1.27 Per Share by Non-Cash Consideration | Non-controlling interests | $0.42 Per Share by Cash Considerations | $1.27 Per Share by Cash Considerations | $1.27 Per Share by Non-Cash Consideration | Total |
Balance at Dec. 31, 2022 | $ 45,417 | $ 27,578,666 | $ (29,607,852) | $ 879,420 | $ (236,166) | $ (1,340,515) | ||||||||||||||||||
Balance (in Shares) at Dec. 31, 2022 | 45,416,942 | |||||||||||||||||||||||
Issuance of common stock at $10.00 per share by private placement, net of issuance costs | $ 240 | 2,399,760 | 2,400,000 | |||||||||||||||||||||
Issuance of common stock at $10.00 per share by private placement, net of issuance costs (in Shares) | 240,000 | |||||||||||||||||||||||
Exercise of warrants, net of issuance costs | $ 20 | $ 1,118 | $ 309 | $ 8,380 | $ 1,419,025 | $ 392,667 | $ 8,400 | $ 1,420,143 | $ 392,976 | |||||||||||||||
Exercise of warrants, net of issuance costs (in Shares) | 20,000 | 1,118,223 | 309,430 | |||||||||||||||||||||
Currency translation adjustment | (69,107) | 5,042 | (64,065) | |||||||||||||||||||||
Net loss | (3,061,555) | (5,776) | (3,067,331) | |||||||||||||||||||||
Balance at Mar. 31, 2023 | $ 47,104 | 31,798,498 | (32,669,407) | 810,313 | (236,900) | (250,392) | ||||||||||||||||||
Balance (in Shares) at Mar. 31, 2023 | 47,104,595 | |||||||||||||||||||||||
Balance at Dec. 31, 2023 | $ 52,809 | 51,415,476 | (38,893,762) | 493,942 | $ 13,068,465 | |||||||||||||||||||
Balance (in Shares) at Dec. 31, 2023 | 52,808,589 | 52,808,589 | ||||||||||||||||||||||
Currency translation adjustment | (542,705) | $ (542,705) | ||||||||||||||||||||||
Net loss | (1,047,071) | (1,047,071) | ||||||||||||||||||||||
Balance at Mar. 31, 2024 | $ 52,809 | $ 51,415,476 | $ (39,940,833) | $ (48,763) | $ 11,478,689 | |||||||||||||||||||
Balance (in Shares) at Mar. 31, 2024 | 52,808,589 | 52,808,589 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) (Parentheticals) | 3 Months Ended |
Mar. 31, 2023 $ / shares | |
Private placement, net of issuance costs | $ 10 |
$0.42 Per Share by Cash Considerations | |
Exercise of warrants at per share | 0.42 |
$1.27 Per Share by Cash Considerations | |
Exercise of warrants at per share | 1.27 |
$1.27 Per Share by Non-Cash Consideration | |
Exercise of warrants at per share | $ 1.27 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss from continuing operations | $ (1,047,071) | $ (2,823,259) |
Depreciation | 59,620 | 62,363 |
Loss on disposal of tangible assets | 24,577 | |
Amortization of right-of-use asset | 62,085 | 64,659 |
Accounts receivable | 23 | (186) |
Non-trade receivable | 131,882 | (28,258) |
Prepaid expenses and other current assets | (61,531) | (672,576) |
Other assets | (1,686) | |
Non-trade payable | 422,089 | (508,095) |
Accrued expenses and other current liabilities | 6,272 | (51,831) |
Net cash used in operating activities of continuing operations | (402,054) | (3,958,869) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Receipt from collection of short-term loan receivable | 55,117 | 784,487 |
Proceeds from the sale of property, plant, and equipment | 86,000 | |
Sales of investments | 705,561 | |
Payment for short-term loan receivable | (5,430,389) | (352,859) |
Purchase of property plant and equipment | (483,899) | |
Net cash (used in) provided by investing activities of continuing operations | (5,289,272) | 653,290 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from short-term loan payable | 447,890 | 73,632 |
Proceeds from short-term loan payable from related parties | 616,859 | |
Proceeds from exercising warrants | 1,428,543 | |
Net proceeds from issuance of common stock | 2,400,000 | |
Repayment of short-term loan payable | (15,055) | (200,693) |
Repayment of short-term loan payable from related parties | (688,010) | |
Net cash provided by financing activities of continuing operations | 432,835 | 3,630,331 |
Net change in cash – continued operations | (5,258,491) | 324,752 |
Cash from discontinued operations: | ||
Net cash used in operating activities of discontinued operations | (257,865) | |
Net cash used in investing activities of discontinued operations | (2,265) | |
Net cash used in financing activities of discontinued operations | (13,779) | |
Net change in cash – discontinued operations | (273,909) | |
Cash beginning of the year- continued operations | 5,427,830 | 118,263 |
Cash beginning of the year - discontinued operations | 695 | |
Beginning cash | 5,427,830 | 118,958 |
Cash end of the year – continued operations | 9,996 | 66,661 |
Cash end of the year - discontinued operations | 6,323 | |
Ending cash | 9,996 | 72,984 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (5,258,491) | 50,843 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | (159,343) | (96,817) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD | 5,427,830 | 118,958 |
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD | 9,996 | 72,984 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash receipt (paid) for interest – all operations | 6,281 | (2,626) |
Less Cash receipt for interest - discontinued operations | 1 | |
Cash receipt (paid) for interest – continued operations | 6,281 | (2,627) |
Cash receipt (paid) during the period for interest | 6,281 | (2,626) |
Supplemental disclosure of non-cash investing and financing activities: | ||
Offsetting short-term loan payables by exercising warrants to purchase 309,430 common stock | (392,976) | |
Total | $ (392,976) |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parentheticals) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Cash Flows [Abstract] | ||
Offsetting short-term loan payables by exercising warrants to purchase | 309,430 | 309,430 |
Condensed Consolidated Statem_7
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
NET LOSS | $ (1,047,071) | $ (3,067,331) |
Other comprehensive income (loss): | ||
Change in foreign currency translation adjustment | (542,705) | (69,107) |
Change in foreign currency translation adjustment to attributable to noncontrolling interest | 5,042 | |
COMPREHENSIVE LOSS | (1,589,776) | (3,131,396) |
Less : Comprehensive Income/(Loss) attributable to noncontrolling interest | (734) | |
Comprehensive Income(Loss) attributable to the Company | $ (1,589,776) | $ (3,130,661) |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 3 Months Ended |
Mar. 31, 2024 | |
Nature of Operations and Basis of Presentation [Abstract] | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | NOTE 1 — NATURE OF OPERATIONS AND BASIS OF PRESENTATION Business Hanryu Holdings, Inc., a Delaware corporation (“ Hanryu Holdings HBC FNS Marine Island Korea ROK Company we us Hanryu K-Culture Corporate History Since the inception of HBC in 2018, we have accomplished a number of key objectives, as follows: Date Event/Milestone October 18, 2018 HBC is incorporated under the laws of the ROK with the idea of creating an all-in-one product to capture the growing global momentum and popularity of K-Culture. October 29, 2020 HBC establishes FNS,and begins the initial stages of designing and implementing a platform that can create a fandom networking system. March 11, 2021 HBC establishes Hanryu Times. Hanryu Times begins operations as HBC’s media outlet, reporting on and providing up-to-date K-Culture news within the FANTOO platform, across a number of languages, including English, Japanese, Chinese (simplified/traditional), Indonesian, Spanish, Russian, and Portuguese. March 31, 2021 HBC consummates an agreement and plan of merger (the “ Merger Agreement RnDeep RnDeep Acquisition Common Shares As a result of the RnDeep Acquisition, HBC acquired the underlying technologies that the Company plans on utilizing in the future development of new functions and integrations within the FANTOO platform. Once the FANTOO platform is ready to integrate the technology acquired, this technology will support new functions and integrations including, without limitation, the Company’s enterprise resource planning solution, and its artificial intelligence (“ AI May 17, 2021 The FANTOO platform is launched and made available to the public. June 30, 2021 HBC enters into an agreement to acquire all the issued and outstanding common shares of Marine Island (the “ Marine Island Acquisition Seoul Marina Sewang KRW Date Event/Milestone August 30, 2021 HBC establishes FANTOO Entertainment. FANTOO Entertainment provides a variety of content to the Company’s FANTOO platform, which contributes to the spread of the Korean Wave by promoting new entertainers and artists. October 3, 2021 HBC consummates the Marine Island Acquisition, making it the owner of 100% of the issued and outstanding common shares of Marine Island. October 3, 2021 HBC consummates a strategic acquisition of 50.8% of the outstanding common shares of K-Commerce. In consideration for the shares of K-Commerce, HBC forgave a short-term loan of $270,530 (KRW 309,600,000) owed to HBC by K-Commerce. HBC’s investment into K-Commerce was a strategic acquisition in order to integrate K-Commerce’s retail platform, “SelloveLive” into the FANTOO ecosystem as the FANTOO Fanshop. When launched as the FANTOO Fanshop, K-Commerce’s platform will offer combined services of shopping and live broadcasting, allowing users to easily live-stream travel and share local attractions, local festivals, cultures, and news from around the world. Prior to HBC’s acquisition of its shares in K-Commerce, K-Commerce was 100% owned by Changhyuk Kang, the Company’s Chief Executive Officer and Donghoon Park, the Company’s Chief Marketing Officer. October 20, 2021 Hanryu Holdings is incorporated in the State of Delaware. February 25, 2022 through May 10, 2022 Hanryu Holdings, HBC, and the shareholders of HBC (the “ HBC Shareholders Share Exchange Agreement Common Stock Share Exchange Concurrently with entering into the Share Exchange Agreement, the Company, HBC, and the holders (the “ HBC Warrantholders HBC Warrants Warrant Exchange The Warrants and Common Shares of HBC transferred to the Company in the Share Exchange and the Warrant Exchange constituted 100% of the outstanding equity securities of HBC. Date Event/Milestone June 16, 2022 June 22, 2022 Hanryu Holdings, HBC, the HBC Shareholders, and the HBC Warrantholders consummate the Share Exchange and Warrant Exchange concurrently, pursuant to which HBC became a wholly owned subsidiary of the Company, and the HBC Stockholders and HBC Warrantholders, collectively, acquired a controlling interest in the Company. The Company divests itself of all Kingdom Coin (“ KDC Divestiture Agreement KDC Foundation KDC Divestiture August 1, 2023 The shares of the Company are listed at NASDAQ exchange market. December 28, 2023 HBC sold owned whole shares of Hanryu Times, Fantoo Entertainment, and K-Commerce, so the business from the three companies became the discontinued operations. Going Concern The Company has experienced recurring losses from operations and has a stockholders’ equity and working capital of $11,478,689 and $8,905,047 respectively, as of March 31, 2024 and $13,068,465 and $10,140,579 as of December 31, 2023 and. Also, the Company has operating losses of $1,098,001 and $2,806,457 for the three months ended March 31, 2024 and March 31, 2023, respectively. These uncertainties raise substantial doubt about the Company’s ability to continue as a going concern for twelve (12) months after the issuance date of these financial statements. The accompanying financial statements have been prepared under the assumption that we will continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of us to continue as a going concern. Our future operations are dependent upon multiple factors, including (i) the success of our FANTOO platform business; (ii) competition from existing and future services from other companies; and (iii) securing new sources of capital to fund operations and develop markets. We will maintain an ongoing effort to improve and innovate FANTOO platform business to generate funds for our operations. For instance, we recently launched FANTOO House which is located in Seoul, and at FANTOO platform, we will launch (i) Epic branded ecommerce platform that we will expect it as a major source of new income, and (ii) dedicated video production operations that will create short episodic content that focuses on K-POP fandom. In addition, we maintain an ongoing effort to raise funds for our operations from current investors and new sources of capital through the issuance of additional common stock and/or short-term notes. However, there can be no assurance as to the outcome of these factors or that future funding efforts will generate sufficient capital to maintain our operations. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Significant Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies followed by the Company in the preparation of the accompanying Condensed Consolidated financial statements follows: Principles of Consolidation The Condensed Consolidated financial statements of the Company include the financial statements of Hanryu Holdings, and its three wholly owned subsidiaries, HBC, FNS, and Marine Island in the 1 st st Non-controlling interests are measured at their proportionate share of the acquiree’s identifiable net assets at the acquisition date. Changes in the Condensed Consolidated group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. The ownership of non-controlling interests of K-Commerce, out significant Condensed Consolidated subsidiary as of March 31, 2023, was 49.2%. Since HBC sold owned whole shares of Hanryu Times, Fantoo Entertainment, and K-Commerce, at December 28, 2023, they are not Condensed Consolidated from December 28, 2023, and the controlling interests of K-Commerce become $0 Foreign Currency The Company’s functional currency for all operations is the KRW. The Company’s accounting records are maintained in KRW, and translated into U.S. Dollars at year-end for the purposes of presentation. During the translation process, the year-end closing exchange rate is used for the valuation of all assets and liabilities, historical exchange rate is used to value stockholder’s equity, and the average exchange rate for the year is used for the calculation of the Condensed Consolidated financial statements. The net impact of the translation into the U.S. Dollar is included in the accumulated other comprehensive income (loss) of the Company’s Condensed Consolidated balance sheet as of March 31, 2024 and December 31, 2023. During the three months ended March 31, 2024, there was a fluctuation in the exchange rates ranging from KRW 1,289.40/USD $1 to KRW 1,346.80/USD $1. Also, cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the Condensed Consolidated balance sheets Use of Estimates The preparation of the Company’s Condensed Consolidated financial statements and related disclosures in conformity with U.S. Generally Accepted Accounting Principles (“ US GAAP Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents. The Company maintains its cash in bank deposit accounts which, at times, may exceed the federal insurance limit, and the balance of deposit accounts of the Company doesn’t exceed the federal insurance limit as of March 31, 2024. Accounts Receivable Accounts receivables are recorded at the invoiced amount and do not bear interest. Amounts collected on trade accounts receivable are included in net cash provided by operating activities in the Condensed Consolidated statements of cash flows. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers’ financial condition in dispute, and the current receivables aging and current payment patterns. The Company reviews its allowance for doubtful accounts quarterly. Past-due balances over 90 days and over a specified amount are reviewed individually for collectability. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company recorded the allowance of $0 on the accompanying Condensed Consolidated balance sheets as of March 31, 2024 and December 31, 2023. The Company does not have any off-balance-sheet credit exposure related to its customers. Non-Trade Receivables Non-trade receivables are recorded at the invoiced amount and do not bear interest. Amounts collected on non-trade receivables are included in net cash provided by operating activities in the Condensed Consolidated statements of cash flows. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its non-trade receivables portfolio. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers’ financial condition in dispute, and the current receivables aging and current payment patterns. The Company reviews its allowance for doubtful accounts quarterly. Past-due balances over 90 days and over a specified amount are reviewed individually for collectability. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company recorded the allowance of $0 and $0 on the accompanying Condensed Consolidated balance sheets as of March 31, 2024 and December 31, 2023 respectively. The Company does not have any off-balance-sheet credit exposure related to its customers. Credit Losses The Company maintains current receivable amounts with most of its customers and vendors. The Company regularly monitors and assesses its risk of not collecting amounts owed by them. This evaluation is based upon an analysis of current and past due amounts, along with relevant history and facts particular to the customer. The Company records its allowance for credit losses based on the results of this analysis. The analysis requires the Company to make significant estimates and as such, changes in facts and circumstances could result in material changes in the allowance for credit losses. The Company considers as past due any receivable balance not collected within its contractual terms. The Company wrote off $193,289 of short term receivables and $995,622 of prepaid expenses and other receivables as of December 31, 2023. Revenue Recognition The Company anticipates generating revenues from (i) FANTOO platform through advertising, direct sales, and user to user commissions, and (ii) other businesses. Revenue billed or collected in advance will be recorded as deferred revenue until the event occurs or until applicable performance obligations are satisfied. Revenue is recognized when the Company transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods and services. In this regard, revenue is recognized when: (i) the parties to the contract have approved the contract (in writing, orally, or in accordance with other customary business practices) and are committed to perform their respective obligations; (ii) the entity can identify each party’s rights regarding the goods or services to be transferred; (iii) the entity can identify the payment terms for the goods or services to be transferred; (iv) the contract has commercial substance (that is, the risk, timing, or amount of the entity’s future cash flows is expected to change as a result of the contract); and (v) it is probable that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. Transaction prices are based on the amount of consideration to which we expect to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties, if any. We consider the explicit terms of the revenue contract, which are typically written and executed by the parties, our customary business practices, the nature, timing, and the amount of consideration promised by a customer in connection with determining the transaction price for our revenue arrangements. Refunds and sales returns historically have not been material. For the three months ended March 31, 2024 and March 31, 2023, the Company recognized product sales revenue amounting to $0 and $0. Revenue is derived at the point in time when merchandise is sold and shipped or delivered to customers. Merchandise sales are fulfilled with inventory sourced from our owned inventory. Although the Company does not currently have any inventory as of the balance sheet date, the Company, from time to time, may hold products in inventory for an abbreviated amount of time before shipping such inventory and recognizing the corresponding revenue. Revenue is recognized when control of the product passes to the customer, typically at the date of delivery of the merchandise to the customer, or the date a service is provided and is recognized in an amount that reflects the expected consideration to be received in exchange for such goods or services. As such, customer orders are recorded as unearned revenue prior to delivery of products or services ordered. If the Company ships high volumes of packages through multiple carriers, the Company will use estimates to determine which shipments are to be delivered and, therefore, recognized as revenue at the end of the period. Delivery date estimates are based on average shipping transit times, which are calculated using the following factors: (i) the type of shipping carrier (as carriers have different in-transit times); (ii) the fulfilment source; (iii) the delivery destination; and (iv) actual transit time experience, which shows that delivery date is typically one to eight business days from the date of shipment. The Company reviews and updates our estimates on a quarterly basis based on our actual transit time experience. However, actual shipping times may differ from our estimates. Generally, the Company requires authorization from credit cards or other payment vendors whose services the Company offers to customers or verification of receipt of payment, before the Company ships products to purchasers. The Company generally receives payments from our customers before our payments to our suppliers are due. The Company does not recognize assets associated with costs to obtain or fulfill a contract with a customer. Shipping and handling is considered a fulfillment activity, as it takes place prior to the customer obtaining control of the merchandise, and fees charged to customers are included in net revenue upon completion of our performance obligations. The Company presents revenue net of sales taxes, discounts, and expected refunds. Merchandise sales contracts include terms that could cause variability in the transaction price for items such as discounts, credits, or sales returns. Accordingly, the transaction price for product sales includes estimates of variable consideration to the extent it is probable that a significant reversal of revenue recognized will not occur. At the time of sale, the Company estimates a sales return liability for the variable consideration based on historical experience, which is recorded within “Accrued Liabilities” in the Condensed Consolidated balance sheet. The Company records an allowance for returns based on current period revenues and historical returns experience. The Company analyzes actual historical returns, current economic trends and changes in order volume, and acceptance of our products when evaluating the adequacy of the sales returns allowance in any accounting period. The Company evaluates the criteria outlined in the Financial Accounting Standards Board (“ FASB ASC Principal versus Agent Considerations Cost of Revenue Cost of revenue is recognized at the time the products or services are delivered to the customers. Cost of revenue includes all direct labor, material, shipping and handling cost and other direct costs such as travel, postage, telecommunication, vehicle charge, printing, and training, and allocated indirect costs related to revenue such as supplies, utilities, office equipment rental, and computers. Property Plant and Equipment Property plant and equipment are carried at cost (see Note 5). Depreciation expense is provided over the estimated useful lives of the assets using the straight line method for vehicles and the declining balance method for fixtures and equipment. A summary of the estimated useful lives is as follows: Classification Estimated Vehicles 5 Fixtures 5 Equipment 5 Maintenance and repairs are charged to expense as incurred, while any additions or improvements are capitalized. The Company evaluates property and equipment for impairment when facts and circumstances indicate that the carrying values of such assets may not be recoverable. When evaluating for impairment, the Company first compare the carrying value of the asset to the asset’s estimated future undiscounted cash flows. If the estimated undiscounted future cash flows are less than the carrying value of the asset, the Company determines if there is an impairment loss by comparing the carrying value of the asset to the asset’s estimated fair value and recognizes an impairment charge when the asset’s carrying value exceeds its estimated fair value. The fair value of the asset is estimated using a discounted cash flow model based on forecasted future revenues and operating costs, using internal projections. There were no significant property and equipment asset impairment charges recorded during the three months ended March 31, 2024, and the year ended March 31, 2023. Impairment of Long-Lived Assets The Company assesses the recoverability of long-lived assets whenever events or changes in circumstances indicate that their carrying value may not be recoverable. If the cost basis of a long-lived asset is greater than the projected future undiscounted net cash flows from such asset, an impairment loss is recognized. Impairment losses are calculated as the difference between the cost basis of an asset and its estimated fair value. There were no significant long-lived assets impairment charges recorded during the three months ended March 31, 2024 and March 31, 2023. Concentrations of Credit Risk Cash and cash equivalents are financial instruments that potentially subject the Company to concentrations of credit risk. The Company may maintain deposits in financial institutions in excess of government insured limits. The Company believes that it is not exposed to significant credit risk as its deposits are held at financial institutions that management believes to be of high credit quality and the Company has not experienced any losses on these deposits. The Company is also potentially subject to concentrations of credit risk in its accounts receivable and loans. Credit risk with respect to receivables is limited due to the number of companies comprising the Company’s customer base. Credit risk with respect to loans is limited since they are made principally related to the collaborative activities between the Company and loan holders. Since the Company is directly affected by the financial condition of its customers and loan holders, management carefully watch if any significant credit risks exist, and they will make actions to remove or mitigate such risks if there are any. For the three months ended March 31, 2024 and March 31, 2023, over 10% of the revenues are from two customers and one customer, but there are no receivable balances from them. Also, over 10% of the account receivable for the year ended December 31, 2023 is from Hanryu Times, which was the affiliated company by December 28, 2023, and Hanryu Times and the company already agreed to the payment plan that Hanryu Times would pay back all by the end of December 31, 2024. Therefore, as of March 31, 2024 and December 31, 2023, the Company believes that the credit risk for the account receivables is manageable and controllable. Generally, the Company does not require collateral or other securities to support its accounts receivable and loans. Fair Value of Financial Instruments The fair value of Company’s financial instruments, consisting of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, debt receivables, debt payables approximate their recorded amounts due to their relatively short settlement terms. Fair Value Measurements The Company applies a three-level valuation hierarchy for fair value measurements. The categorization of assets and liabilities within the valuation hierarchy is based on the lowest level of input that is significant to the measurement of fair value. Level 1 Inputs to the valuation methodology utilize unadjusted quoted market prices in active markets for identical assets and liabilities. Level 2 Inputs to the valuation methodology are other observable inputs, including quoted market prices for similar assets and liabilities, quoted prices for identical and similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 Inputs to the valuation methodology are unobservable inputs based on management’s best estimate of the inputs that market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk. A change to the level of an asset or liability within the fair value hierarchy is determined at the end of a reporting period. Investments The Company’s investments are carried at historical cost. As of March 31, 2024 and December 31, 2023, there is no balance of investments. Earning (Loss) Per Share Basic earning (loss) per share is computed by dividing the income or loss by the weighted-average number of outstanding shares of Common Stock for the applicable period. Diluted earning (loss) per share is computed by dividing the income or loss by the weighted-average number of outstanding shares of Common Stock for the applicable period, including the dilutive effect of Common Stock equivalents. Potentially dilutive Common Stock equivalents primarily consist of warrants issued in connection with financings. For purposes of computing both basic and diluted earning (loss) per share, income or loss shall exclude the income or loss attributable to the non-controlling interest. The Company calculates net loss per share in accordance with FASB ASC Topic 260, Earnings Per Share Income Taxes Deferred income tax assets and liabilities are determined based on differences between the financial statement reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws in effect when the differences are expected to reverse. The measurement of deferred income tax assets is reduced, if necessary, by a valuation allowance for any tax benefits which are not expected to be realized. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted. We have determined that all of our deferred tax benefits are not likely to be realized due to our historical and expected future taxable losses. Accordingly, we have maintained a full valuation allowance. The Company applies the provisions of FASB ASC Topic 740-10, Uncertainty in Income Taxes Income taxes on the Company’s taxable income from operating activities are subject to various tax laws and determinations of the authority in the ROK. Regarding taxes payable in the ROK, if a certain portion of taxable income is not used for investments or for increases in wages or dividends, in accordance with the Tax System for Recirculation of Corporate Income, the Company is liable to pay additional income tax calculated based on Korean tax law. The Company assesses uncertainty over a tax treatment. When the Company concludes it is not probable that the taxation authority will accept an uncertain tax treatment, the Company will reflect the effect of uncertainty for each uncertain tax treatment by using either of the following methods, depending on which method the Company expects to better predict the resolution of the uncertainty; ● The most likely amount: The single most likely amount in a range of possible outcomes. ● The expected value: The sum of the probability-weighted amounts in a range of possible outcomes. Lease Under ASC 842, the determination of whether an arrangement is a lease is made at the lease’s inception and a contract is (or contains) a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control is defined under the standard as having both the right to obtain substantially all of the economic benefits from use of the asset and the right to direct the use of the asset. Management only reassesses its determination if the terms and conditions of the contract are changed. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our balance sheets. ROU assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company uses the implicit rate when it is readily determinable. Since most of the Company’s leases do not provide an implicit rate, to determine the present value of lease payments, management uses the Company’s incremental borrowing rate based on the information available at lease commencement. Operating lease ROU assets also includes any lease payments made and excludes any lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company has lease agreements with lease and non-lease components, which are generally accounted for separately with amounts allocated to the lease and non-lease components based on stand-alone prices or for which it has made an accounting policy election to account for these as a single lease component. For certain equipment leases, like vehicles, the Company accounts for the lease and non-lease components as a single lease. Refer to Note 7 for additional disclosures required as a result of the adoption of this new standard. Recently Issued Accounting Standards In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures In August 2020, the FASB issued ASU No. 2020-06, Debt Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity s Own Equity (Subtopic 815-40) Accounting for Convertible Instruments and Contracts in an Entity s Own Equity ASU 2020-06 In November 2019, the FASB issued ASU 2019-10, “ Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, “ Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Short-Term Loan Receivables
Short-Term Loan Receivables | 3 Months Ended |
Mar. 31, 2024 | |
Short-Term Loan Receivables [Abstract] | |
SHORT-TERM LOAN RECEIVABLES | NOTE 3 — SHORT-TERM LOAN RECEIVABLES The following table summarizes information with regard to short-term loan receivables outstanding as of March 31, 2024 and December 31, 2023. The interest income from short-term loan receivables is $87,449 and $0 for the three months ended March 31, 2024 and March 31, 2023, and the Company received $6,281 and $0 for interest income for the three months ended March 31, 2024 and March 31, 2023. Interest March 31, December 31, Hanryu Times 0 % $ 989,605 $ 1,033,659 K-Commerce 0 % 75,549 76,586 FANTOO Entertainment 0 % 365,764 381,270 LA PRIMERA CAPITAL INVESTMENTS 0 % 29,365 30,672 Jacob Asset 4.6 % 7,089,770 2,087,578 Ticket Land 4.6 % 76,329 79,727 AMERIDGE CORPORATION 0.1 % 96,129 100,408 KD Korea Corporation 5.0 % 222,750 — Total short-term loans $ 8,945,261 $ 3,789,900 For the year ended December 31, 2023, the company wrote off $193,889 of short-term loan receivables from PRT Korea since PRT Korea has not paid back it by the maturity, June 13, 2024, and they have not provided any plan for the payment. |
Prepaid Expenses and Other Rece
Prepaid Expenses and Other Receivables | 3 Months Ended |
Mar. 31, 2024 | |
Prepaid Expenses and Other Receivables [Abstract] | |
PREPAID EXPENSES AND OTHER RECEIVABLES | NOTE 4 — PREPAID EXPENSES AND OTHER RECEIVABLES The following table summarizes information with regard to prepaid expenses and other receivables as of March 31, 2024 and December 31, 2023. March 31, December 31, Jacob Asset, Co.Ltd 7,536,125 7,755,545 Orumplus Design, Co., Ltd — 25,593 Asia Model Festival Organization Foundation 74,250 77,556 Others 16,528 44,341 Total prepaid expenses and other receivables $ 7,626,903 $ 7,903,035 For the year ended December 31, 2023, the company wrote off $995,622 of prepaid expenses and other receivables from Top Eng Co., Ltd since they don’t make contracted business obligation to the Company more than 1 year and they have not provided the confirmed plan to the Company. |
Property Plant and Equipment
Property Plant and Equipment | 3 Months Ended |
Mar. 31, 2024 | |
Property Plant and Equipment [Abstract] | |
PROPERTY PLANT AND EQUIPMENT | NOTE 5 — PROPERTY PLANT AND EQUIPMENT Property plant and equipment consist of the following: March 31, December 31, Vehicles $ 91,671 $ 222,733 Fixtures 337,339 352,356 Equipment 677,286 707,437 1,106,296 1,282,526 Less accumulated depreciation (672,146 ) (653,341 ) Property plant and equipment, net $ 434,150 $ 629,185 Total depreciation expense for the three months ended March 31, 2024 and December 31, 2023 are $59,620 and $381,917. Depreciation expense is reflected in operating cost and expenses in the Condensed Consolidated statements of operations. The Company disposed one of Vehicles with $86,000 on February 28, 2024, and $24,577 was recorded as loss on disposal for the three months ended March 31, 2024. |
Lease
Lease | 3 Months Ended |
Mar. 31, 2024 | |
Lease [Abstract] | |
LEASE | NOTE 6 — LEASE The Company uses approximately 19,200 square feet of office space at the Seoul Marina at no cost. Although no formal lease exists, the Company believes that ASC 842 accounting guidelines apply to determine the fair market value of ten years of free rent as well as recording rent expense on its Statement of Operations. Using the following variables: Annual lease cost — 300,000,000 Korean Won 10-year present value calculation Assumed annual rent increase -4.96% Interest cost -3% 10-year bond rate on Korean Bonds 2.11% Exchange rate: 1188.5 Korean Won to the US dollar The Company determined that the present value of ten years of free rent amount to $2,775,512 which was recorded as a long-term ROU asset as of June 30, 2021. Since there were no liabilities associated with this asset since the Company is receiving free rent, the ROU assets is being amortized at a rate of approximately $23,000 per month over a ten year term. Since the Company had initially allocated a value of $2,935,658 to SMC Receivable and the Lien, the Company recorded an impairment of $158,278 on its Right-of-Use Asset for the year ended December 31, 2021. As of March 31, 2024 and December 31, 2023, the balances of the Right-of-Use-Asset was $1,775,941 and $1,918,966, respectively. Lease cost consists of approximately $62,085 and $64,659, for the three months ended March 31, 2024 and March 31, 2023, respectively. The weighted average remaining lease term in years for operating leases is 7.75 years and the weighted average discount rate for operating leases is 3%. |
Short-Term Loan Payables
Short-Term Loan Payables | 3 Months Ended |
Mar. 31, 2024 | |
Short-Term Loan Payables [Abstract] | |
SHORT-TERM LOAN PAYABLES | NOTE 7 — SHORT-TERM LOAN PAYABLES The following table summarizes information with regard to short-term loan payables outstanding as of March 31, 2024 and December 31, 2023. Interest Rate March 31, December 31, Short-term loan payables from Hyun Joo Kim and others maturing in January 2025 0 % 441,789 — Short-term loan payables from Junwoo Choi maturing in August 2024 0 % 185,625 193,889 Short-term loan payables from Kye Sook Kim and others maturing in June 2024 4.6 % 594,000 620,443 Short-term loan payables from Byoung Ik Choi maturing in September 2024 0 % 148,500 155,111 Short-term loan payables from Bong Sang Kim and others maturing in September 2024 0 % 222,750 232,666 Short-term loan payables from Se Kyoung Kim and others maturing in November 2024 4.6 % 371,250 387,778 Total short-term loan payables $ 1,963,914 $ 1,589,887 The Company recorded interest expense of $11,223 and $2,655 for |
Short-Term Loan Payables from R
Short-Term Loan Payables from Related Parties | 3 Months Ended |
Mar. 31, 2024 | |
Short-Term Loan Payables from Related Parties [Abstract] | |
SHORT-TERM LOAN PAYABLES FROM RELATED PARTIES | NOTE 8 — SHORT-TERM LOAN PAYABLES FROM RELATED PARTIES As of March 31, 2024, and December 31, 2023, there were no |
Bonds with Warrants
Bonds with Warrants | 3 Months Ended |
Mar. 31, 2024 | |
Bonds with Warrants [Abstract] | |
BONDS WITH WARRANTS | NOTE 9 — BONDS WITH WARRANTS Bonds with warrants were issued by HBC from December 17, 2018 through July 2, 2021, and the terms and conditions of the remaining outstanding bonds with warrants as of March 31, 2024 and December 31, 2023 at the time of acquiring bonds and issuance of such bonds are set forth below. On July 2, 2021, HBC issued bonds with warrants for an aggregate purchase price of $3,795,867. The bond accrues no annual interest and mature on July 2, 2024. The warrants have an exercise price of $1.27 and can be exercised at any time after the issuance date, and expire the month preceding the maturity date of the bonds. The following two tables summarizes information with regard to bonds with warrant outstanding as of March 31, 2024 and December 31, 2023. Amount as of December 31, 2023 $ 3,489,995 Translation adjustment (148,742 ) Amount as of March 31, 2024 $ 3,341,253 Terms and conditions of bonds with warrants at the inception are as follows: No. Issue Date Maturity Amount Nominal Interest 11 7/2/2021 7/2/2024 $ 3,341,253 0 % 3 % Total $ 3,341,253 * Nominal interest rate and interest rate of return are waived by the separate agreements between the Company and the bondholders. Warrants There are no remaining outstanding warrants as of March 31, 2024 and December 31, 2023. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10 — FAIR VALUE MEASUREMENTS Fair value has been determined on a basis consistent with the requirements of FASB ASC Topic 825, Financial Instruments Fair Value Measurement. Financial Items Measured at Fair Value on a Recurring Basis The carrying amounts reported in the Condensed Consolidated balance sheet for short-term financial instruments, including cash and cash equivalents, short-term loans, accounts receivable, prepaid expenses, short-term borrowings, accrued expense and other current liabilities due to the short maturities of these instruments. Assets and liabilities measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 are summarized in the table below. March 31, 2024 Level 1 Level 2 Level 3 Total Assets Investments $ — $ — $ — $ — Liabilities Bonds with warrants $ — $ — $ 3,341,253 $ 3,341,253 December 31, 2023 Level 1 Level 2 Level 3 Total Assets Investments $ — $ — $ — $ — Liabilities Bonds with warrants $ — $ — $ 3,489,995 $ 3,489,995 Financial Items Measured at Fair Value on a Nonrecurring Basis There are no Nonfinancial Items Measured at Fair Value on a Recurring Basis There are no Nonfinancial Items Measured at Fair Value on a Nonrecurring Basis The fair value of long-lived assets is measured whenever the carrying value of long-lived asset or asset group is not recoverable on an undiscounted cash flow basis. No impairment is recognized for long-lived assets as of March 31, 2024 and December 31, 2023. |
Significant Non-Cash Transactio
Significant Non-Cash Transaction | 3 Months Ended |
Mar. 31, 2024 | |
Significant Non-Cash Transaction [Abstract] | |
SIGNIFICANT NON-CASH TRANSACTION | NOTE 11 — SIGNIFICANT NON-CASH TRANSACTION The company engaged in the following significant non-cash investing and financing activities for the three months ended March 31, 2024 and March 31, 2023. March 31, March 31, Offsetting short-term loan payables by exercising warrants to purchase 309,430 common stock — (392,976 ) Total $ — $ (392,976 ) For the three months ended March 31, 2023, conversion to equity by offsetting short-term loan payables was $392,976, which reflected 309,430 shares of common stock issued and a decrease of $392,976 in short-term loan payables. |
Share Capital
Share Capital | 3 Months Ended |
Mar. 31, 2024 | |
Share Capital [Abstract] | |
SHARE CAPITAL | NOTE 12 — SHARE CAPITAL As of March 31, 2024 and December 31, 2023, Hanryu Holdings’ total authorized capital stock is 110,000,000 shares, consisting of 100,000,000 shares of Common Stock, par value $0.001 per share, and 10,000,000 shares of undesignated preferred stock, par value $0.001 per share. On January 4, 2023, through March 8, 2023, warrants of $1,813,120 were exercised with an exercise price of $1.27 to purchase 1,427,653 shares of Common Stock by cash of $1,420,144 and debt conversion of $392,776. In February and March of 2023, the Company closed two private placements solely to accredited investors (as defined by Rule 501(a) of Regulation D of the Securities Act) pursuant to which the Company sold an aggregate amount of 240,000 shares of common stock for $10.00 per share, resulting in gross proceeds of $2,400,000. The purchase price of the common stock purchased in the private placements is subject to adjustment to the price of the common stock sold in the Company’s IPO, such that additional common stock shall be issued to the purchasers if the price of common stock sold in the IPO is less than $10.00 per share, or the purchasers shall return common stock to the Company if the price of the common stock sold in the IPO is greater than $10.00 per share, in each case resulting in the purchasers purchasing an aggregate amount of $2,400,000 of Company common stock at the IPO price. The offerings were exempt from registration under Section 4(a)(2) of the Securities Act. The subscription agreements pursuant to which the common stock was sold to accredited investors contain customary representations and warranties of the Company and the investors and customary indemnification rights and obligations of the parties. On March 24, 2023, warrants of $8,400 were exercised with an exercise price of $0.42 to purchase 20,000 shares of Common Stock by cash. On April 13, 2023, warrants of $420,000 were exercised with an exercise price of $0.42 to purchase 1,000,000 shares of Common stock by cash. On May 4, 2023, thorough May 8, 2023, warrants of $3,894,666 were exercised with an exercise price of $1.27 to purchase 3,066,666shares On May 31, 2023, the Company completed a private placement to solely to an accredited investor (as defined by Rule 501(a) of Regulation D of the Securities Act) pursuant to which the Company sold an aggregate amount of 760,000 shares of common stock for $10.00 per share, resulting in gross proceeds of $7,600,000. On July 31 2023, the Company consummated its initial public offering (the “IPO”) of 877,328 shares of Comon stock at a public offering price of $10.00 per share, generating gross proceeds of $8,773,280. Net proceeds from the IPO was approximately $7.7 million after deducting underwriting discounts and commissions and other offering expenses of approximately $1.1 million. The Company also granted the underwriters a 45-day option to purchase up to 131,599 additional shares (equal to 15% of the shares of Common stock sold in the IPO) to cover over-allotments, if any, which the underwriters did not exercise. In addition, the Company issued to the representative of the underwriters warrants to purchase a number of shares of Common stock equal to 5.0% of the aggregate number of Common stocks sold in the IPO (including shares of Common stock sold upon exercise of the over-allotment option). The representative’s warrants will be exercisable at any time and from time to time, in whole or in part, during the four-and-½-year period commencing six months from the date of commencement of the sales of the shares of Common stock in connection with the IPO, at an initial exercise price per share of $10.00 (equal to 125% of the initial public offering price per share of class A common stock). No representative’s warrants have been exercised. As a result, the total number of issued and outstanding shares of Common Stock issued increased from 45,416,942 to 52,808,589. Each holder of Common Stock is entitled to one vote for each share of Common Stock held at all meetings of stockholders. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 13 — COMMITMENTS AND CONTINGENCIES Other Leases On September 14, 2022, the Company entered into a one-year lease agreement which expired on September 14, 2023. And the Company expand its lease term to September 14, 2024. Upon entering into the lease, the Company paid a deposit, which is recorded as Other Assets in the Condensed Consolidated balance sheet in the amount of $111,375 as of March 31, 2024 and $116,333 as of December 31, 2023. The Company has a lease agreement for a vehicle which was initially made on September 16, 2021, and matures on September 21, 2025. The deposit paid on the beginning date of the lease agreement is recorded as other asset in the Condensed Consolidated balance sheet in the amount of $116,279 as of December 31, 2022. On December 28, 2023, the Company terminated the lease agreement earlier than the original contract, and the deposit amount of $64,725 was returned to the Company and the remaining of $51,554 was paid as the penalties. Expenses related to these leases totaled approximately $24,088 and $24,695 for the three months ended March 31, 2024 and March 31, 2023. Legal Matters The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. In the opinion of management, the outcome of these matters will not have a material adverse effect on the Condensed Consolidated financial position or results of operations of the Company. For the three months ended March 31, 2024, the Company two suspended legal cases as follows, and as of September 30, 2024, the result of the two cases are not certain. Case Number Opponent Case Summary Litigation Value Seoul South Federal Court ; 2023GADAN218067 Seoul Yacht Marina, Co.Ltd, and another Building Delivery $ 85,686 Seoul South Federal Court ; 2024GASO214189 Seoul Yacht Marina, Co.Ltd Compensation for damages $ 10,644 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 14 — RELATED PARTY TRANSACTIONS The Company is affiliated with several individuals that have common ownership, and transacts a portion of its business with related parties. There are no remaining outstanding related party transactions as of March 31, 2024 and December 31, 2023. |
Disposal of Subsidiaries and Di
Disposal of Subsidiaries and Discontinued Operations | 3 Months Ended |
Mar. 31, 2024 | |
Disposal of Subsidiaries and Discontinued Operations [Abstract] | |
DISPOSAL OF SUBSIDIARIES AND DISCONTINUED OPERATIONS | NOTE 15 — DISPOSAL OF SUBSIDIARIES AND DISCONTINUED OPERATIONS HBC sold owned whole shares of Hanryu Times with $153,265, Fantoo Entertainment with $76,604, and K-Commerce with $229,813 on December 28, 2023. The company would not consolidate the three companies’ financials from that time, and the business from the three companies by that time became the discontinued operations of the Company. By selling shares, the Company didn’t recognize any loss on sale of investments, but the Company recorded $3,390,323 as Gain on disposal of subsidiary. On December 28, 2023, the Company calculated a gain regarding the divestiture of subsidiaries as follows: As of December 28, Considerations $ 459,682 The carrying amount of any noncontrolling interest 236,166 Net liabilities (2,694,475 ) Gain on disposal of subsidiaries $ 3,390,323 The financials of the three companies for the years ended December 31, 2023 are as follows. December 31, CURRENT ASSETS: $ 62,216 Cash and Cash Equivalents 1,996 Short-term loans 7,756 Accounts receivable, net of allowance 2,863 Non-trade receivables 33,850 Prepaid expenses and other receivables 15,751 PROPERTY PLANTAND EQUIPMENT, NET 98,682 Total Assets $ 160,898 CURRENT LIABILITIES: $ 2,855,373 Short-term borrowings 1,527,104 Account Payable 369,266 Non-trade accounts payable 941,968 Accrued expenses and other current liabilities 17,035 Total Liabilities $ 2,855,373 Total Stockholder's Equity (Deficiency) $ (2,694,475 ) December 31, Sales 33,323 Cost of Revenue 10,506 Gross profit (Loss) $ 22,817 OPERATING EXPENSES: 1,235,907 OPERATING LOSS (1,213,090 ) OTHER INCOME(EXPENSE): (2,562 ) Net loss before taxes (1,215,652 ) Income tax expense — NET INCOME(LOSS) $ (1,215,652 ) |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 — SUBSEQUENT EVENTS The Company has evaluated subsequent events that occurred subsequent to December 31, 2023 through September 30, 2024 at which the Condensed Consolidated financial statements were prepared. Among the short-term loan payables from Kye Sook Kim and others of ($577,865) originally maturing in June 2024, the Company made the repayment of $16,135 on April 1, 2024, and the maturity of the remaining amount ($577,865) is extended to June 2025, The Company is in discussion to convert Bond with warrants ($3,341,253) maturing on July 2, 2024 into equity by the agreement with warrants holder. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (1,047,071) | $ (3,061,555) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Non-Rule10b 5-1 Arrangement Modified | false |
Rule 10b5-1 Arrangement Modified | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Significant Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The Condensed Consolidated financial statements of the Company include the financial statements of Hanryu Holdings, and its three wholly owned subsidiaries, HBC, FNS, and Marine Island in the 1 st st Non-controlling interests are measured at their proportionate share of the acquiree’s identifiable net assets at the acquisition date. Changes in the Condensed Consolidated group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. The ownership of non-controlling interests of K-Commerce, out significant Condensed Consolidated subsidiary as of March 31, 2023, was 49.2%. Since HBC sold owned whole shares of Hanryu Times, Fantoo Entertainment, and K-Commerce, at December 28, 2023, they are not Condensed Consolidated from December 28, 2023, and the controlling interests of K-Commerce become $0 |
Foreign Currency | Foreign Currency The Company’s functional currency for all operations is the KRW. The Company’s accounting records are maintained in KRW, and translated into U.S. Dollars at year-end for the purposes of presentation. During the translation process, the year-end closing exchange rate is used for the valuation of all assets and liabilities, historical exchange rate is used to value stockholder’s equity, and the average exchange rate for the year is used for the calculation of the Condensed Consolidated financial statements. The net impact of the translation into the U.S. Dollar is included in the accumulated other comprehensive income (loss) of the Company’s Condensed Consolidated balance sheet as of March 31, 2024 and December 31, 2023. During the three months ended March 31, 2024, there was a fluctuation in the exchange rates ranging from KRW 1,289.40/USD $1 to KRW 1,346.80/USD $1. Also, cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the Condensed Consolidated balance sheets |
Use of Estimates | Use of Estimates The preparation of the Company’s Condensed Consolidated financial statements and related disclosures in conformity with U.S. Generally Accepted Accounting Principles (“ US GAAP |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents. The Company maintains its cash in bank deposit accounts which, at times, may exceed the federal insurance limit, and the balance of deposit accounts of the Company doesn’t exceed the federal insurance limit as of March 31, 2024. |
Accounts Receivable | Accounts Receivable Accounts receivables are recorded at the invoiced amount and do not bear interest. Amounts collected on trade accounts receivable are included in net cash provided by operating activities in the Condensed Consolidated statements of cash flows. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers’ financial condition in dispute, and the current receivables aging and current payment patterns. The Company reviews its allowance for doubtful accounts quarterly. Past-due balances over 90 days and over a specified amount are reviewed individually for collectability. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company recorded the allowance of $0 on the accompanying Condensed Consolidated balance sheets as of March 31, 2024 and December 31, 2023. The Company does not have any off-balance-sheet credit exposure related to its customers. |
Non-Trade Receivables | Non-Trade Receivables Non-trade receivables are recorded at the invoiced amount and do not bear interest. Amounts collected on non-trade receivables are included in net cash provided by operating activities in the Condensed Consolidated statements of cash flows. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its non-trade receivables portfolio. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers’ financial condition in dispute, and the current receivables aging and current payment patterns. The Company reviews its allowance for doubtful accounts quarterly. Past-due balances over 90 days and over a specified amount are reviewed individually for collectability. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company recorded the allowance of $0 and $0 on the accompanying Condensed Consolidated balance sheets as of March 31, 2024 and December 31, 2023 respectively. The Company does not have any off-balance-sheet credit exposure related to its customers. |
Credit Losses | Credit Losses The Company maintains current receivable amounts with most of its customers and vendors. The Company regularly monitors and assesses its risk of not collecting amounts owed by them. This evaluation is based upon an analysis of current and past due amounts, along with relevant history and facts particular to the customer. The Company records its allowance for credit losses based on the results of this analysis. The analysis requires the Company to make significant estimates and as such, changes in facts and circumstances could result in material changes in the allowance for credit losses. The Company considers as past due any receivable balance not collected within its contractual terms. The Company wrote off $193,289 of short term receivables and $995,622 of prepaid expenses and other receivables as of December 31, 2023. |
Revenue Recognition | Revenue Recognition The Company anticipates generating revenues from (i) FANTOO platform through advertising, direct sales, and user to user commissions, and (ii) other businesses. Revenue billed or collected in advance will be recorded as deferred revenue until the event occurs or until applicable performance obligations are satisfied. Revenue is recognized when the Company transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods and services. In this regard, revenue is recognized when: (i) the parties to the contract have approved the contract (in writing, orally, or in accordance with other customary business practices) and are committed to perform their respective obligations; (ii) the entity can identify each party’s rights regarding the goods or services to be transferred; (iii) the entity can identify the payment terms for the goods or services to be transferred; (iv) the contract has commercial substance (that is, the risk, timing, or amount of the entity’s future cash flows is expected to change as a result of the contract); and (v) it is probable that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. Transaction prices are based on the amount of consideration to which we expect to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties, if any. We consider the explicit terms of the revenue contract, which are typically written and executed by the parties, our customary business practices, the nature, timing, and the amount of consideration promised by a customer in connection with determining the transaction price for our revenue arrangements. Refunds and sales returns historically have not been material. For the three months ended March 31, 2024 and March 31, 2023, the Company recognized product sales revenue amounting to $0 and $0. Revenue is derived at the point in time when merchandise is sold and shipped or delivered to customers. Merchandise sales are fulfilled with inventory sourced from our owned inventory. Although the Company does not currently have any inventory as of the balance sheet date, the Company, from time to time, may hold products in inventory for an abbreviated amount of time before shipping such inventory and recognizing the corresponding revenue. Revenue is recognized when control of the product passes to the customer, typically at the date of delivery of the merchandise to the customer, or the date a service is provided and is recognized in an amount that reflects the expected consideration to be received in exchange for such goods or services. As such, customer orders are recorded as unearned revenue prior to delivery of products or services ordered. If the Company ships high volumes of packages through multiple carriers, the Company will use estimates to determine which shipments are to be delivered and, therefore, recognized as revenue at the end of the period. Delivery date estimates are based on average shipping transit times, which are calculated using the following factors: (i) the type of shipping carrier (as carriers have different in-transit times); (ii) the fulfilment source; (iii) the delivery destination; and (iv) actual transit time experience, which shows that delivery date is typically one to eight business days from the date of shipment. The Company reviews and updates our estimates on a quarterly basis based on our actual transit time experience. However, actual shipping times may differ from our estimates. Generally, the Company requires authorization from credit cards or other payment vendors whose services the Company offers to customers or verification of receipt of payment, before the Company ships products to purchasers. The Company generally receives payments from our customers before our payments to our suppliers are due. The Company does not recognize assets associated with costs to obtain or fulfill a contract with a customer. Shipping and handling is considered a fulfillment activity, as it takes place prior to the customer obtaining control of the merchandise, and fees charged to customers are included in net revenue upon completion of our performance obligations. The Company presents revenue net of sales taxes, discounts, and expected refunds. Merchandise sales contracts include terms that could cause variability in the transaction price for items such as discounts, credits, or sales returns. Accordingly, the transaction price for product sales includes estimates of variable consideration to the extent it is probable that a significant reversal of revenue recognized will not occur. At the time of sale, the Company estimates a sales return liability for the variable consideration based on historical experience, which is recorded within “Accrued Liabilities” in the Condensed Consolidated balance sheet. The Company records an allowance for returns based on current period revenues and historical returns experience. The Company analyzes actual historical returns, current economic trends and changes in order volume, and acceptance of our products when evaluating the adequacy of the sales returns allowance in any accounting period. The Company evaluates the criteria outlined in the Financial Accounting Standards Board (“ FASB ASC Principal versus Agent Considerations |
Cost of Revenue | Cost of Revenue Cost of revenue is recognized at the time the products or services are delivered to the customers. Cost of revenue includes all direct labor, material, shipping and handling cost and other direct costs such as travel, postage, telecommunication, vehicle charge, printing, and training, and allocated indirect costs related to revenue such as supplies, utilities, office equipment rental, and computers. |
Property Plant and Equipment | Property Plant and Equipment Property plant and equipment are carried at cost (see Note 5). Depreciation expense is provided over the estimated useful lives of the assets using the straight line method for vehicles and the declining balance method for fixtures and equipment. A summary of the estimated useful lives is as follows: Classification Estimated Vehicles 5 Fixtures 5 Equipment 5 Maintenance and repairs are charged to expense as incurred, while any additions or improvements are capitalized. The Company evaluates property and equipment for impairment when facts and circumstances indicate that the carrying values of such assets may not be recoverable. When evaluating for impairment, the Company first compare the carrying value of the asset to the asset’s estimated future undiscounted cash flows. If the estimated undiscounted future cash flows are less than the carrying value of the asset, the Company determines if there is an impairment loss by comparing the carrying value of the asset to the asset’s estimated fair value and recognizes an impairment charge when the asset’s carrying value exceeds its estimated fair value. The fair value of the asset is estimated using a discounted cash flow model based on forecasted future revenues and operating costs, using internal projections. There were no significant property and equipment asset impairment charges recorded during the three months ended March 31, 2024, and the year ended March 31, 2023. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company assesses the recoverability of long-lived assets whenever events or changes in circumstances indicate that their carrying value may not be recoverable. If the cost basis of a long-lived asset is greater than the projected future undiscounted net cash flows from such asset, an impairment loss is recognized. Impairment losses are calculated as the difference between the cost basis of an asset and its estimated fair value. There were no significant long-lived assets impairment charges recorded during the three months ended March 31, 2024 and March 31, 2023. |
Concentrations of Credit Risk | Concentrations of Credit Risk Cash and cash equivalents are financial instruments that potentially subject the Company to concentrations of credit risk. The Company may maintain deposits in financial institutions in excess of government insured limits. The Company believes that it is not exposed to significant credit risk as its deposits are held at financial institutions that management believes to be of high credit quality and the Company has not experienced any losses on these deposits. The Company is also potentially subject to concentrations of credit risk in its accounts receivable and loans. Credit risk with respect to receivables is limited due to the number of companies comprising the Company’s customer base. Credit risk with respect to loans is limited since they are made principally related to the collaborative activities between the Company and loan holders. Since the Company is directly affected by the financial condition of its customers and loan holders, management carefully watch if any significant credit risks exist, and they will make actions to remove or mitigate such risks if there are any. For the three months ended March 31, 2024 and March 31, 2023, over 10% of the revenues are from two customers and one customer, but there are no receivable balances from them. Also, over 10% of the account receivable for the year ended December 31, 2023 is from Hanryu Times, which was the affiliated company by December 28, 2023, and Hanryu Times and the company already agreed to the payment plan that Hanryu Times would pay back all by the end of December 31, 2024. Therefore, as of March 31, 2024 and December 31, 2023, the Company believes that the credit risk for the account receivables is manageable and controllable. Generally, the Company does not require collateral or other securities to support its accounts receivable and loans. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of Company’s financial instruments, consisting of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, debt receivables, debt payables approximate their recorded amounts due to their relatively short settlement terms. |
Fair Value Measurements | Fair Value Measurements The Company applies a three-level valuation hierarchy for fair value measurements. The categorization of assets and liabilities within the valuation hierarchy is based on the lowest level of input that is significant to the measurement of fair value. Level 1 Inputs to the valuation methodology utilize unadjusted quoted market prices in active markets for identical assets and liabilities. Level 2 Inputs to the valuation methodology are other observable inputs, including quoted market prices for similar assets and liabilities, quoted prices for identical and similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 Inputs to the valuation methodology are unobservable inputs based on management’s best estimate of the inputs that market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk. A change to the level of an asset or liability within the fair value hierarchy is determined at the end of a reporting period. |
Investments | Investments The Company’s investments are carried at historical cost. As of March 31, 2024 and December 31, 2023, there is no balance of investments. |
Earning (Loss) Per Share | Earning (Loss) Per Share Basic earning (loss) per share is computed by dividing the income or loss by the weighted-average number of outstanding shares of Common Stock for the applicable period. Diluted earning (loss) per share is computed by dividing the income or loss by the weighted-average number of outstanding shares of Common Stock for the applicable period, including the dilutive effect of Common Stock equivalents. Potentially dilutive Common Stock equivalents primarily consist of warrants issued in connection with financings. For purposes of computing both basic and diluted earning (loss) per share, income or loss shall exclude the income or loss attributable to the non-controlling interest. The Company calculates net loss per share in accordance with FASB ASC Topic 260, Earnings Per Share |
Income Taxes | Income Taxes Deferred income tax assets and liabilities are determined based on differences between the financial statement reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws in effect when the differences are expected to reverse. The measurement of deferred income tax assets is reduced, if necessary, by a valuation allowance for any tax benefits which are not expected to be realized. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted. We have determined that all of our deferred tax benefits are not likely to be realized due to our historical and expected future taxable losses. Accordingly, we have maintained a full valuation allowance. The Company applies the provisions of FASB ASC Topic 740-10, Uncertainty in Income Taxes Income taxes on the Company’s taxable income from operating activities are subject to various tax laws and determinations of the authority in the ROK. Regarding taxes payable in the ROK, if a certain portion of taxable income is not used for investments or for increases in wages or dividends, in accordance with the Tax System for Recirculation of Corporate Income, the Company is liable to pay additional income tax calculated based on Korean tax law. The Company assesses uncertainty over a tax treatment. When the Company concludes it is not probable that the taxation authority will accept an uncertain tax treatment, the Company will reflect the effect of uncertainty for each uncertain tax treatment by using either of the following methods, depending on which method the Company expects to better predict the resolution of the uncertainty; ● The most likely amount: The single most likely amount in a range of possible outcomes. ● The expected value: The sum of the probability-weighted amounts in a range of possible outcomes. |
Lease | Lease Under ASC 842, the determination of whether an arrangement is a lease is made at the lease’s inception and a contract is (or contains) a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control is defined under the standard as having both the right to obtain substantially all of the economic benefits from use of the asset and the right to direct the use of the asset. Management only reassesses its determination if the terms and conditions of the contract are changed. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our balance sheets. ROU assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company uses the implicit rate when it is readily determinable. Since most of the Company’s leases do not provide an implicit rate, to determine the present value of lease payments, management uses the Company’s incremental borrowing rate based on the information available at lease commencement. Operating lease ROU assets also includes any lease payments made and excludes any lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company has lease agreements with lease and non-lease components, which are generally accounted for separately with amounts allocated to the lease and non-lease components based on stand-alone prices or for which it has made an accounting policy election to account for these as a single lease component. For certain equipment leases, like vehicles, the Company accounts for the lease and non-lease components as a single lease. Refer to Note 7 for additional disclosures required as a result of the adoption of this new standard. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures In August 2020, the FASB issued ASU No. 2020-06, Debt Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity s Own Equity (Subtopic 815-40) Accounting for Convertible Instruments and Contracts in an Entity s Own Equity ASU 2020-06 In November 2019, the FASB issued ASU 2019-10, “ Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, “ Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Significant Accounting Policies [Abstract] | |
Schedule of Property Plant and Equipment Estimated Useful Lives | A summary of the estimated useful lives is as follows: Classification Estimated Vehicles 5 Fixtures 5 Equipment 5 |
Short-Term Loan Receivables (Ta
Short-Term Loan Receivables (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Short-Term Loan Receivables [Abstract] | |
Schedule of Short Term Loans Receivables | The following table summarizes information with regard to short-term loan receivables outstanding as of March 31, 2024 and December 31, 2023. The interest income from short-term loan receivables is $87,449 and $0 for the three months ended March 31, 2024 and March 31, 2023, and the Company received $6,281 and $0 for interest income for the three months ended March 31, 2024 and March 31, 2023. Interest March 31, December 31, Hanryu Times 0 % $ 989,605 $ 1,033,659 K-Commerce 0 % 75,549 76,586 FANTOO Entertainment 0 % 365,764 381,270 LA PRIMERA CAPITAL INVESTMENTS 0 % 29,365 30,672 Jacob Asset 4.6 % 7,089,770 2,087,578 Ticket Land 4.6 % 76,329 79,727 AMERIDGE CORPORATION 0.1 % 96,129 100,408 KD Korea Corporation 5.0 % 222,750 — Total short-term loans $ 8,945,261 $ 3,789,900 |
Prepaid Expenses and Other Re_2
Prepaid Expenses and Other Receivables (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Prepaid Expenses and Other Receivables [Abstract] | |
Schedule of Information with Regard to Prepaid Expenses and Other Receivables | The following table summarizes information with regard to prepaid expenses and other receivables as of March 31, 2024 and December 31, 2023. March 31, December 31, Jacob Asset, Co.Ltd 7,536,125 7,755,545 Orumplus Design, Co., Ltd — 25,593 Asia Model Festival Organization Foundation 74,250 77,556 Others 16,528 44,341 Total prepaid expenses and other receivables $ 7,626,903 $ 7,903,035 |
Property Plant and Equipment (T
Property Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property Plant and Equipment [Abstract] | |
Schedule of Property Plant and Equipment | Property plant and equipment consist of the following: March 31, December 31, Vehicles $ 91,671 $ 222,733 Fixtures 337,339 352,356 Equipment 677,286 707,437 1,106,296 1,282,526 Less accumulated depreciation (672,146 ) (653,341 ) Property plant and equipment, net $ 434,150 $ 629,185 |
Short-Term Loan Payables (Table
Short-Term Loan Payables (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Short-Term Loan Payables [Abstract] | |
Schedule of Short-Term Loan Payables Outstanding | The following table summarizes information with regard to short-term loan payables outstanding as of March 31, 2024 and December 31, 2023. Interest Rate March 31, December 31, Short-term loan payables from Hyun Joo Kim and others maturing in January 2025 0 % 441,789 — Short-term loan payables from Junwoo Choi maturing in August 2024 0 % 185,625 193,889 Short-term loan payables from Kye Sook Kim and others maturing in June 2024 4.6 % 594,000 620,443 Short-term loan payables from Byoung Ik Choi maturing in September 2024 0 % 148,500 155,111 Short-term loan payables from Bong Sang Kim and others maturing in September 2024 0 % 222,750 232,666 Short-term loan payables from Se Kyoung Kim and others maturing in November 2024 4.6 % 371,250 387,778 Total short-term loan payables $ 1,963,914 $ 1,589,887 |
Bonds with Warrants (Tables)
Bonds with Warrants (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Bonds with Warrants [Abstract] | |
Schedule of Bonds with Warrant Outstanding | The following two tables summarizes information with regard to bonds with warrant outstanding as of March 31, 2024 and December 31, 2023. Amount as of December 31, 2023 $ 3,489,995 Translation adjustment (148,742 ) Amount as of March 31, 2024 $ 3,341,253 |
Schedule of Terms and Conditions of Bonds with Warrants | Terms and conditions of bonds with warrants at the inception are as follows: No. Issue Date Maturity Amount Nominal Interest 11 7/2/2021 7/2/2024 $ 3,341,253 0 % 3 % Total $ 3,341,253 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Measurements [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value | Assets and liabilities measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 are summarized in the table below. March 31, 2024 Level 1 Level 2 Level 3 Total Assets Investments $ — $ — $ — $ — Liabilities Bonds with warrants $ — $ — $ 3,341,253 $ 3,341,253 December 31, 2023 Level 1 Level 2 Level 3 Total Assets Investments $ — $ — $ — $ — Liabilities Bonds with warrants $ — $ — $ 3,489,995 $ 3,489,995 |
Significant Non-Cash Transact_2
Significant Non-Cash Transaction (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Significant Non-Cash Transaction [Abstract] | |
Schedule of Significant Non-Cash Investing and Financing Activities | The company engaged in the following significant non-cash investing and financing activities for the three months ended March 31, 2024 and March 31, 2023. March 31, March 31, Offsetting short-term loan payables by exercising warrants to purchase 309,430 common stock — (392,976 ) Total $ — $ (392,976 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies [Abstract] | |
Schedule of Suspended Legal Cases | For the three months ended March 31, 2024, the Company two suspended legal cases as follows, and as of September 30, 2024, the result of the two cases are not certain. Case Number Opponent Case Summary Litigation Value Seoul South Federal Court ; 2023GADAN218067 Seoul Yacht Marina, Co.Ltd, and another Building Delivery $ 85,686 Seoul South Federal Court ; 2024GASO214189 Seoul Yacht Marina, Co.Ltd Compensation for damages $ 10,644 |
Disposal of Subsidiaries and _2
Disposal of Subsidiaries and Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Disposal of Subsidiaries and Discontinued Operations [Abstract] | |
Schedule of Disposal of Subsidiaries and Discontinued Operations | On December 28, 2023, the Company calculated a gain regarding the divestiture of subsidiaries as follows: As of December 28, Considerations $ 459,682 The carrying amount of any noncontrolling interest 236,166 Net liabilities (2,694,475 ) Gain on disposal of subsidiaries $ 3,390,323 December 31, CURRENT ASSETS: $ 62,216 Cash and Cash Equivalents 1,996 Short-term loans 7,756 Accounts receivable, net of allowance 2,863 Non-trade receivables 33,850 Prepaid expenses and other receivables 15,751 PROPERTY PLANTAND EQUIPMENT, NET 98,682 Total Assets $ 160,898 CURRENT LIABILITIES: $ 2,855,373 Short-term borrowings 1,527,104 Account Payable 369,266 Non-trade accounts payable 941,968 Accrued expenses and other current liabilities 17,035 Total Liabilities $ 2,855,373 Total Stockholder's Equity (Deficiency) $ (2,694,475 ) December 31, Sales 33,323 Cost of Revenue 10,506 Gross profit (Loss) $ 22,817 OPERATING EXPENSES: 1,235,907 OPERATING LOSS (1,213,090 ) OTHER INCOME(EXPENSE): (2,562 ) Net loss before taxes (1,215,652 ) Income tax expense — NET INCOME(LOSS) $ (1,215,652 ) |
Nature of Operations and Basi_2
Nature of Operations and Basis of Presentation (Details) | 3 Months Ended | ||||||||||
Oct. 03, 2021 USD ($) | Jun. 30, 2021 KRW (₩) ft² | Mar. 31, 2024 USD ($) ft² $ / shares shares | Mar. 31, 2023 USD ($) | May 10, 2022 $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | May 04, 2023 shares | Apr. 13, 2023 shares | Dec. 31, 2022 USD ($) | Oct. 03, 2021 KRW (₩) | Mar. 31, 2021 $ / shares shares | |
Nature of Operations and Basis of Presentation [Line Items] | |||||||||||
Common stock shares issued | 52,808,589 | 52,808,589 | |||||||||
Common stock per share | $ / shares | $ 0.001 | $ 0.001 | |||||||||
Office space | ft² | 19,200 | ||||||||||
Common shares issued and outstanding | 100% | ||||||||||
Outstanding share percentage | 50.80% | ||||||||||
Short-term loan | $ 270,530 | ₩ 309,600,000 | |||||||||
Voting right percentage | 100% | ||||||||||
Restricted shares of the company’s common stock | 42,565,786 | ||||||||||
Warrants outstanding percentage | 100% | ||||||||||
Restricted shares of common stock | 10,046,666 | ||||||||||
Stockholders equity deficit | $ | $ 11,478,689 | $ (250,392) | $ 13,068,465 | $ (1,340,515) | |||||||
Working capital | $ | (8,905,047) | $ (10,140,579) | |||||||||
Losses from operations | $ | $ (1,098,001) | $ (2,806,457) | |||||||||
RnDeep Acquisition [Member] | |||||||||||
Nature of Operations and Basis of Presentation [Line Items] | |||||||||||
Common stock shares issued | 4,150,000 | ||||||||||
Common stock per share | $ / shares | $ 0.45 | ||||||||||
Marine Island Acquisition [Member] | |||||||||||
Nature of Operations and Basis of Presentation [Line Items] | |||||||||||
Office space | ft² | 19,200 | ||||||||||
Common shares issued and outstanding | 100% | ||||||||||
Korean Won [Member] | |||||||||||
Nature of Operations and Basis of Presentation [Line Items] | |||||||||||
Purchase price | ₩ | ₩ 3,500,000,000 | ||||||||||
Changhyuk Kang [Member] | |||||||||||
Nature of Operations and Basis of Presentation [Line Items] | |||||||||||
Ownership percentage | 100% | 100% | |||||||||
HBC [Member] | |||||||||||
Nature of Operations and Basis of Presentation [Line Items] | |||||||||||
Ownership percentage | 100% | ||||||||||
Common Stock [Member] | |||||||||||
Nature of Operations and Basis of Presentation [Line Items] | |||||||||||
Common stock shares issued | 3,066,666 | 1,000,000 | |||||||||
Common stock per share | $ / shares | $ 0.001 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 28, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Significant Accounting Policies [Line Items] | ||||
Controlling interests | $ 0 | |||
Allowance for accounts receivables | $ 0 | $ 0 | ||
Short term receivables | 193,289 | |||
Prepaid expenses and other receivable | 995,622 | |||
Sales revenue | 0 | 0 | ||
Revenue | $ 185 | $ 223 | ||
Hanryu Holdings Subsidiaries [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Majority-owned subsidiary percentage | 50.80% | |||
K-Commerce [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Ownership percentage | 49.20% | |||
Non-Trade Receivables [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Allowance for accounts receivables | $ 0 | $ 0 | ||
Korea (South), Won | ||||
Significant Accounting Policies [Line Items] | ||||
Exchange rates | 1,289.4 | |||
Korea (South), Won | Maximum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Exchange rates | 1,346.8 | |||
USD [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Exchange rates | 1 | |||
USD [Member] | Minimum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Exchange rates | 1 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of Property Plant and Equipment Estimated Useful Lives | Mar. 31, 2024 |
Vehicles [Member] | |
Schedule of Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property and equipment estimated useful lives | 5 years |
Fixtures [Member] | |
Schedule of Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property and equipment estimated useful lives | 5 years |
Equipment [Member] | |
Schedule of Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property and equipment estimated useful lives | 5 years |
Short-Term Loan Receivables (De
Short-Term Loan Receivables (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Short-Term Loan Receivables [Line Items] | |||
Short-term loan receivables | $ 87,449 | $ 0 | |
Interest income | $ 6,281 | $ 0 | |
PRT Korea [Member] | |||
Short-Term Loan Receivables [Line Items] | |||
Short-term loan receivables wrote off | $ 193,889 | ||
Maturity date | Jun. 13, 2024 |
Short-Term Loan Receivables (_2
Short-Term Loan Receivables (Details) - Schedule of Short Term Loans Receivables - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Short Term Loans Receivables [Line Items] | ||
Short-term loans | $ 8,945,261 | $ 3,789,900 |
Hanryu Times [Member] | ||
Schedule of Short Term Loans Receivables [Line Items] | ||
Interest Rate | 0% | |
Short-term loans | $ 989,605 | 1,033,659 |
K-Commerce [Member] | ||
Schedule of Short Term Loans Receivables [Line Items] | ||
Interest Rate | 0% | |
Short-term loans | $ 75,549 | 76,586 |
FANTOO Entertainment [Member] | ||
Schedule of Short Term Loans Receivables [Line Items] | ||
Interest Rate | 0% | |
Short-term loans | $ 365,764 | 381,270 |
LA PRIMERA CAPITAL INVESTMENTS [Member] | ||
Schedule of Short Term Loans Receivables [Line Items] | ||
Interest Rate | 0% | |
Short-term loans | $ 29,365 | 30,672 |
Jacob Asset [Member] | ||
Schedule of Short Term Loans Receivables [Line Items] | ||
Interest Rate | 4.60% | |
Short-term loans | $ 7,089,770 | 2,087,578 |
Ticket Land [Member] | ||
Schedule of Short Term Loans Receivables [Line Items] | ||
Interest Rate | 4.60% | |
Short-term loans | $ 76,329 | 79,727 |
AMERIDGE CORPORATION [Member] | ||
Schedule of Short Term Loans Receivables [Line Items] | ||
Interest Rate | 0.10% | |
Short-term loans | $ 96,129 | 100,408 |
Naeun Kim [Member] | ||
Schedule of Short Term Loans Receivables [Line Items] | ||
Interest Rate | 5% | |
Short-term loans | $ 222,750 |
Prepaid Expenses and Other Re_3
Prepaid Expenses and Other Receivables (Details) - Top Eng, Co., Ltd. [Member] | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Prepaid Expenses and Other Receivables [Line Items] | |
Prepaid expense and other receivables | $ 995,622 |
Contractual obligation term | 1 year |
Prepaid Expenses and Other Re_4
Prepaid Expenses and Other Receivables (Details) - Schedule of Information with Regard to Prepaid Expenses and Other Receivables - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Information with Regard to Prepaid Expenses and Other Receivables [ Line Items] | ||
Total prepaid expenses and other receivables | $ 7,626,903 | $ 7,903,035 |
Jacob Asset, Co.Ltd [Member] | ||
Schedule of Information with Regard to Prepaid Expenses and Other Receivables [ Line Items] | ||
Total prepaid expenses and other receivables | 7,536,125 | 7,755,545 |
Orumplus Design, Co., Ltd [Member] | ||
Schedule of Information with Regard to Prepaid Expenses and Other Receivables [ Line Items] | ||
Total prepaid expenses and other receivables | 25,593 | |
Asia Model Festival Organization Foundation [Member] | ||
Schedule of Information with Regard to Prepaid Expenses and Other Receivables [ Line Items] | ||
Total prepaid expenses and other receivables | 74,250 | 77,556 |
Others [Member] | ||
Schedule of Information with Regard to Prepaid Expenses and Other Receivables [ Line Items] | ||
Total prepaid expenses and other receivables | $ 16,528 | $ 44,341 |
Property Plant and Equipment (D
Property Plant and Equipment (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Feb. 28, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | |
Property Plant and Equipment [Line Items] | |||
Depreciation expense | $ 59,620 | $ 381,917 | |
Loss on disposal | $ 24,577 | ||
Vehicles [Member] | |||
Property Plant and Equipment [Line Items] | |||
Loss on disposal | $ 86,000 |
Property Plant and Equipment _2
Property Plant and Equipment (Details) - Schedule of Property Plant and Equipment - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Property Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,106,296 | $ 1,282,526 |
Less accumulated depreciation | (672,146) | (653,341) |
Property plant and equipment, net | 434,150 | 629,185 |
Vehicles [Member] | ||
Schedule of Property Plant and Equipment [Line Items] | ||
Property and equipment, gross | 91,671 | 222,733 |
Fixtures [Member] | ||
Schedule of Property Plant and Equipment [Line Items] | ||
Property and equipment, gross | 337,339 | 352,356 |
Equipment [Member] | ||
Schedule of Property Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 677,286 | $ 707,437 |
Lease (Details)
Lease (Details) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2024 USD ($) ft² | Mar. 31, 2024 KPW (₩) | Mar. 31, 2023 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2023 USD ($) | Jun. 30, 2021 USD ($) | |
Lease [Line Items] | ||||||
Office space (in Square Feet) | ft² | 19,200 | |||||
Lease cost (in Won) | ₩ | ₩ 300,000,000 | |||||
Present value calculation | 10 years | 10 years | ||||
Annual rent increase, percentage | (4.96%) | (4.96%) | ||||
Interest cost | (3.00%) | |||||
Bond period | 10 years | 10 years | ||||
Korean bonds percentage | 2.11% | |||||
Rent amount | $ 2,775,512 | |||||
Amortization of right-of-use asset | $ 23,000 | |||||
Initially allocated value | $ 2,935,658 | |||||
Impairment lease | $ 158,278 | |||||
Right-of-use-asset | 1,775,941 | $ 1,918,966 | ||||
Operating lease cost | $ 62,085 | $ 64,659 | ||||
Weighted average remaining lease term | 7 years 9 months | |||||
Average discount rate | 3% | |||||
Korean Won [Member] | ||||||
Lease [Line Items] | ||||||
Exchange rate | 1,188.5 |
Short-Term Loan Payables (Detai
Short-Term Loan Payables (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Short-Term Loan Payables [Line Items] | ||
Interest expense | $ 0 | $ 2,626 |
Loans Payable [Member] | ||
Short-Term Loan Payables [Line Items] | ||
Interest expense | $ 11,223 | $ 8,989 |
Short-Term Loan Payables (Det_2
Short-Term Loan Payables (Details) - Schedule of Short-Term Loan Payables Outstanding - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Schedule of Short-Term Loan Payables Outstanding [Line Items] | ||
Total short-term loan payables | $ 1,963,914 | $ 1,589,887 |
Short-term loan payables from Hyun Joo Kim and others maturing in January 2025 [Member] | ||
Schedule of Short-Term Loan Payables Outstanding [Line Items] | ||
Interest Rate | 0% | |
Total short-term loan payables | $ 441,789 | |
Short-term loan payables from Junwoo Choi maturing in August 2024 [Member] | ||
Schedule of Short-Term Loan Payables Outstanding [Line Items] | ||
Interest Rate | 0% | |
Total short-term loan payables | $ 185,625 | 193,889 |
Short-term loan payables from Kye Sook Kim and others maturing in June 2024 [Member] | ||
Schedule of Short-Term Loan Payables Outstanding [Line Items] | ||
Interest Rate | 4.60% | |
Total short-term loan payables | $ 594,000 | 620,443 |
Short-term loan payables from Byoung Ik Choi maturing in September 2024 [Member] | ||
Schedule of Short-Term Loan Payables Outstanding [Line Items] | ||
Interest Rate | 0% | |
Total short-term loan payables | $ 148,500 | 155,111 |
Short-term loan payables from Bong Sang Kim and others maturing in September 2024 [Member] | ||
Schedule of Short-Term Loan Payables Outstanding [Line Items] | ||
Interest Rate | 0% | |
Total short-term loan payables | $ 222,750 | 232,666 |
Short-term loan payables from Se Kyoung Kim and others maturing in November 2024 [Member] | ||
Schedule of Short-Term Loan Payables Outstanding [Line Items] | ||
Interest Rate | 4.60% | |
Total short-term loan payables | $ 371,250 | $ 387,778 |
Short-Term Loan Payables from_2
Short-Term Loan Payables from Related Parties (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Short-Term Debt [Line Items] | ||
Short term loan payable related party | ||
Related Party [Member] | ||
Short-Term Debt [Line Items] | ||
Short term loan payable related party |
Bonds with Warrants (Details)
Bonds with Warrants (Details) | Jul. 02, 2021 USD ($) $ / shares |
Bonds with Warrants [Line Items] | |
Maturity date | Jul. 02, 2024 |
Exercise price | $ / shares | $ 1.27 |
HBC [Member] | |
Bonds with Warrants [Line Items] | |
Aggregate purchase price | $ | $ 3,795,867 |
Bonds with Warrants (Details) -
Bonds with Warrants (Details) - Schedule of Bonds with Warrant Outstanding | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Schedule of Bonds with Warrant Outstanding [Abstract] | |
Amount as of December 31, 2023 | $ 3,489,995 |
Translation adjustment | (148,742) |
Amount as of March 31, 2024 | $ 3,341,253 |
Bonds with Warrants (Details)_2
Bonds with Warrants (Details) - Schedule of Terms and Conditions of Bonds with Warrants - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Terms and Conditions of Bonds with Warrants [Line Items] | ||
Maturity | Jul. 02, 2024 | |
Amount | $ 3,341,253 | $ 3,489,995 |
11 [Member] | ||
Schedule of Terms and Conditions of Bonds with Warrants [Line Items] | ||
Issue Date | Jul. 02, 2021 | |
Maturity | Jul. 02, 2024 | |
Amount | $ 3,341,253 | |
Nominal Interest Rate | 0% | |
Interest Rate of Return | 3% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Nonrecurring basis [Member] | ||
Fair Value Measurements [Line Items] | ||
Assets measured at fair value | ||
Liabilities measured at fair value | ||
Recurring basis [Member] | ||
Fair Value Measurements [Line Items] | ||
Assets measured at fair value |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Assets and Liabilities Measured at Fair Value - Fair Value, Recurring [Member] - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Assets | ||
Investments | ||
Bonds with warrants | 3,341,253 | 3,489,995 |
Level 1 [Member] | ||
Assets | ||
Investments | ||
Bonds with warrants | ||
Level 2 [Member] | ||
Assets | ||
Investments | ||
Bonds with warrants | ||
Level 3 [Member] | ||
Assets | ||
Investments | ||
Bonds with warrants | $ 3,341,253 | $ 3,489,995 |
Significant Non-Cash Transact_3
Significant Non-Cash Transaction (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) shares | |
Significant Non-Cash Transaction [ Line Items] | |
Decrease in Short-term loan | $ 392,976 |
Short-Term Loan Payables [Member] | |
Significant Non-Cash Transaction [ Line Items] | |
Short-term loan payable | $ 392,976 |
Common Stock [Member] | |
Significant Non-Cash Transaction [ Line Items] | |
Shares of common stock (in Shares) | shares | 309,430 |
Significant Non-Cash Transact_4
Significant Non-Cash Transaction (Details) - Schedule of Significant Non-Cash Investing and Financing Activities - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of significant non-cash investing and financing activities [Abstract] | ||
Offsetting short-term loan payables by exercising warrants to purchase 309,430 common stock | $ (392,976) | |
Total | $ (392,976) |
Significant Non-Cash Transact_5
Significant Non-Cash Transaction (Details) - Schedule of Significant Non-Cash Investing and Financing Activities (Parentheticals) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of significant non-cash investing and financing activities [Abstract] | ||
Warrants to purchase common stock | 309,430 | 309,430 |
Share Capital (Details)
Share Capital (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | |||||||||||
Dec. 28, 2023 | May 31, 2023 | May 04, 2023 | Apr. 13, 2023 | Mar. 31, 2023 | Feb. 28, 2023 | Mar. 31, 2023 | Mar. 24, 2023 | Feb. 28, 2023 | Mar. 08, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | May 10, 2022 | |
Share Capital [Line Items] | ||||||||||||||
Shares authorized | 110,000,000 | 110,000,000 | ||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||||
Preferred stock, shares undesignated | 10,000,000 | 10,000,000 | ||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||||
Warrants exercised | $ 3,894,666 | $ 420,000 | $ 8,400 | $ 1,813,120 | ||||||||||
Warrants exercise price | $ 1.27 | $ 0.42 | $ 1.27 | |||||||||||
Warrant purchase | 52,808,589 | 52,808,589 | ||||||||||||
Foreign exchange effect exercised | $ 1,420,144 | |||||||||||||
Debt conversion | $ 392,776 | |||||||||||||
Price per share | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | ||||||||
Gross proceeds | $ 2,400,000 | $ 2,400,000 | ||||||||||||
Aggregate amount of common stock | $ 2,400,000 | $ 2,400,000 | $ 2,400,000 | $ 2,400,000 | $ 2,400,000 | |||||||||
Issuance of common stock for cash | 760,000 | |||||||||||||
Value of issuance of common stock for Cash | $ 8,773,280 | $ 2,400,000 | ||||||||||||
Underwriting discounts | $ 7,700,000 | |||||||||||||
Other offering expenses | $ 51,554 | |||||||||||||
Option purchase additional shares | 131,599 | |||||||||||||
Percentage of common shares | 15% | |||||||||||||
Percentage of aggregate shares | 5% | |||||||||||||
Common stock vote | one | |||||||||||||
Warrant [Member] | ||||||||||||||
Share Capital [Line Items] | ||||||||||||||
Warrants exercise price | $ 0.42 | |||||||||||||
Warrant purchase | 20,000 | 1,427,653 | ||||||||||||
Minimum [Member] | ||||||||||||||
Share Capital [Line Items] | ||||||||||||||
Warrant purchase | 45,416,942 | |||||||||||||
Price per share | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | |||||||||
Maximum [Member] | ||||||||||||||
Share Capital [Line Items] | ||||||||||||||
Warrant purchase | 52,808,589 | |||||||||||||
Price per share | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | |||||||||
Common Stock [Member] | ||||||||||||||
Share Capital [Line Items] | ||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||
Warrant purchase | 3,066,666 | 1,000,000 | ||||||||||||
Aggregate shares of common stock | 240,000 | |||||||||||||
Private Placement [Member] | ||||||||||||||
Share Capital [Line Items] | ||||||||||||||
Aggregate shares of common stock | 240,000 | |||||||||||||
Price per share | $ 10 | |||||||||||||
Gross proceeds amount | $ 7,600,000 | |||||||||||||
IPO [Member] | ||||||||||||||
Share Capital [Line Items] | ||||||||||||||
Issuance of common stock for cash | 877,328 | |||||||||||||
Other offering expenses | $ 1,100,000 | |||||||||||||
Exercise price | $ 10 | |||||||||||||
IPO [Member] | Class A Common Stock [Member] | ||||||||||||||
Share Capital [Line Items] | ||||||||||||||
Percentage of common shares | 125% |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | ||||
Dec. 28, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies [Line Items] | |||||
Other assets | $ 111,375 | $ 116,333 | |||
Contract deposit amount | $ 64,725 | ||||
Penalties | $ 51,554 | ||||
Lease expense | $ 24,088 | $ 24,695 | |||
Other Assets [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Other assets | $ 116,279 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of Suspended Legal Cases | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Seoul South Federal Court ; 2023GADAN218067 [Member] | |
Schedule of Suspended Legal Cases [Line Items] | |
Opponent | Seoul Yacht Marina, Co.Ltd, and another |
Case Summary | Building Delivery |
Litigation Value | $ 85,686 |
Seoul South Federal Court ; 2024GASO214189 [Member] | |
Schedule of Suspended Legal Cases [Line Items] | |
Opponent | Seoul Yacht Marina, Co.Ltd |
Case Summary | Compensation for damages |
Litigation Value | $ 10,644 |
Disposal of Subsidiaries and _3
Disposal of Subsidiaries and Discontinued Operations (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Hanryu Times [Member] | |
Disposal of Subsidiaries and Discontinued Operations [Line Items] | |
Sale of owned whole shares | $ 153,265 |
Fantoo Entertainment [Member] | |
Disposal of Subsidiaries and Discontinued Operations [Line Items] | |
Sale of owned whole shares | 76,604 |
K-Commerce [Member] | |
Disposal of Subsidiaries and Discontinued Operations [Line Items] | |
Sale of owned whole shares | 229,813 |
Gain on disposal of subsidiary | $ 3,390,323 |
Disposal of Subsidiaries and _4
Disposal of Subsidiaries and Discontinued Operations (Details) - Schedule of Disposal of Subsidiaries and Discontinued Operations - Discontinued Operations [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 28, 2023 | |
Schedule of Disposal of Subsidiaries and Discontinued Operations [Line Items] | ||
Considerations | $ 459,682 | |
The carrying amount of any noncontrolling interest | 236,166 | |
Net liabilities | (2,694,475) | |
Gain on disposal of subsidiaries | $ 3,390,323 | |
CURRENT ASSETS: | $ 62,216 | |
Cash and Cash Equivalents | 1,996 | |
Short-term loans | 7,756 | |
Accounts receivable, net of allowance | 2,863 | |
Non-trade receivables | 33,850 | |
Prepaid expenses and other receivables | 15,751 | |
PROPERTY PLANTAND EQUIPMENT, NET | 98,682 | |
Total Assets | 160,898 | |
CURRENT LIABILITIES: | 2,855,373 | |
Short-term borrowings | 1,527,104 | |
Account Payable | 369,266 | |
Non-trade accounts payable | 941,968 | |
Accrued expenses and other current liabilities | 17,035 | |
Total Liabilities | 2,855,373 | |
Total Stockholder's Equity (Deficiency) | (2,694,475) | |
Sales | 33,323 | |
Cost of Revenue | 10,506 | |
Gross profit (Loss) | 22,817 | |
OPERATING EXPENSES: | 1,235,907 | |
OPERATING LOSS | (1,213,090) | |
OTHER INCOME(EXPENSE): | (2,562) | |
Net loss before taxes | (1,215,652) | |
Income tax expense | ||
NET INCOME(LOSS) | $ (1,215,652) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jun. 30, 2024 | Apr. 01, 2024 | Jun. 30, 2025 | Mar. 31, 2024 | Dec. 31, 2023 |
Subsequent Events [Line Items] | |||||
Bond with warrants | $ 3,341,253 | $ 3,489,995 | |||
Warrants maturity date | Jul. 02, 2024 | ||||
Subsequent Event [Member] | |||||
Subsequent Events [Line Items] | |||||
Repayment debt | $ 16,135 | ||||
Forecast [Member] | |||||
Subsequent Events [Line Items] | |||||
Short-term loan payable | $ 577,865 | ||||
Short-term loan, maturity date | June 2024 | ||||
Forecast [Member] | Kye Sook Kim [Member] | |||||
Subsequent Events [Line Items] | |||||
Short-term loan payable | $ 577,865 |