Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2023 | |
Document Information Line Items | |
Entity Registrant Name | BITFUFU INC. |
Document Type | F-1/A |
Amendment Flag | true |
Amendment Description | Amendment No.1 |
Entity Central Index Key | 0001921158 |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | 111 North Bridge Road, #15-01 |
Entity Address, City or Town | Peninsula Plaza |
Entity Address, Country | SG |
Entity Address, Postal Zip Code | 179098 |
City Area Code | 656 |
Local Phone Number | 252-4595 |
Business Contact | |
Document Information Line Items | |
Entity Address, Address Line One | 122 East 42nd Street |
Entity Address, City or Town | New York |
Entity Address, Postal Zip Code | 10168 |
City Area Code | (212) |
Local Phone Number | 947-7200 |
Contact Personnel Name | COGENCY GLOBAL INC. |
Entity Address, Address Line Two | 18th Floor |
Entity Address, State or Province | NY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | |
Current assets: | |||||
Cash and cash equivalents | $ 32,004,995 | $ 60,430,786 | |||
Digital assets | 43,978,454 | 8,010,538 | |||
Accounts receivable, net | 3,838,433 | 6,269,847 | |||
Prepayments | 39,566,121 | 12,523,989 | |||
Other current assets | 1,843,266 | 300,777 | |||
Total current assets | 121,268,999 | 87,573,253 | |||
Non-current assets: | |||||
Equipment, net | 81,856,915 | 106,290,963 | |||
Deposits | 2,682,520 | ||||
Deferred tax assets, net | 4,224,217 | 4,471,142 | |||
Total non-current assets | 88,763,652 | 110,762,105 | |||
Total assets | 210,032,651 | 198,335,358 | |||
Current liabilities: | |||||
Accounts payables | 805,956 | 38,122 | |||
Contract liabilities | 47,724,600 | 6,442,873 | |||
Taxes payable | 2,232,728 | 5,126,203 | |||
Accrued expenses and other payables | 5,367,798 | 3,291,619 | |||
Total current liabilities | 86,359,996 | 82,061,006 | |||
Non-current liabilities: | |||||
Long-term payables | 102,435,202 | 109,435,141 | |||
Deferred tax liabilities, net | 3,903,780 | ||||
Total non-current liabilities | 106,338,982 | 109,435,141 | |||
Total liabilities | 192,698,978 | 191,496,147 | |||
Commitments and contingencies | |||||
Stockholders’ equity: | |||||
Ordinary share, value | 15,000 | 15,000 | |||
Treasury shares (204,348 acquired as of December 31, 2023 and 2022) | (2,000,000) | (2,000,000) | |||
Additional paid-in capital | 1,547,500 | 1,547,500 | |||
Retained earnings | 17,771,173 | 7,276,711 | |||
Total stockholders’ equity | 17,333,673 | 6,839,211 | |||
Total liabilities and stockholders’ equity | 210,032,651 | 198,335,358 | |||
Arisz Acquisition Corp. | |||||
Current assets: | |||||
Cash and cash equivalents | $ 215,059 | $ 173,789 | |||
Prepayments | 21,896 | 16,836 | |||
Total current assets | 236,955 | 190,625 | |||
Investments held in Trust Account | 34,107,463 | 69,418,075 | |||
Non-current assets: | |||||
Total assets | 34,344,418 | 69,608,700 | |||
Current liabilities: | |||||
Accounts payable and accrued expenses | 324,851 | 103,063 | |||
Interest payable to Bitfufu | 51,229 | ||||
Franchise tax payable | 20,000 | 46,800 | |||
Excise tax payable | 391,931 | ||||
Promissory note – Bitfufu | 2,380,000 | ||||
Current liabilities: | |||||
Taxes payable | 162,383 | 76,625 | |||
Total current liabilities | 3,330,394 | 226,488 | |||
Deferred underwriting fee payable | 2,587,500 | 2,587,500 | |||
Non-current liabilities: | |||||
Total liabilities | 5,917,894 | 2,813,988 | |||
Common stock subject to possible redemption, 3,154,365 shares and 6,900,000 shares at redemption value of $10.81 per share and $10.06 per share as of September 30, 2023 and 2022, respectively | 34,107,463 | 69,418,075 | |||
Stockholders’ equity: | |||||
Ordinary share, value | [1] | 200 | 200 | ||
Retained earnings | (5,681,139) | (2,623,563) | |||
Total stockholders’ equity | (5,680,939) | (2,623,363) | |||
Total liabilities and stockholders’ equity | $ 34,344,418 | $ 69,608,700 | |||
Related Party | |||||
Current assets: | |||||
Amount due from related parties | 37,730 | 37,316 | |||
Current liabilities: | |||||
Amount due to a related party | $ 30,228,914 | $ 67,162,189 | |||
[1]Shares were retroactively restated to reflect a 1.2 -for-1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Ordinary shares, shares authorized | 5,000,000,000 | 5,000,000,000 | |||
Ordinary shares, shares issued | 150,204,348 | 150,204,348 | |||
Ordinary shares, shares outstanding | 150,000,000 | 150,000,000 | |||
Treasury shares acquired | 204,348 | 204,348 | |||
Arisz Acquisition Corp. | |||||
Ordinary shares, par value (in Dollars per share) | [1] | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, shares authorized | [1] | 15,000,000 | 15,000,000 | ||
Ordinary shares, shares issued | [1] | 2,001,389 | 2,001,389 | ||
Ordinary shares, shares outstanding | [1] | 2,001,389 | 2,001,389 | ||
Common stock subject to possible redemption, shares | 3,154,365 | 6,900,000 | |||
Common stock subject to possible redemption, per share (in Dollars per share) | $ 10.81 | $ 10.06 | |||
[1]Shares were retroactively restated to reflect a 1.2 -for-1 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) | 12 Months Ended | ||||
Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Total revenues | $ 284,106,012 | $ 198,198,774 | $ 103,043,585 | ||
Cost of revenues | |||||
Total cost of revenues | (271,393,133) | (161,966,604) | (94,014,612) | ||
Gross profit | 12,712,879 | 36,232,170 | 9,028,973 | ||
Operating expenses | |||||
Sales and marketing expenses | (1,863,093) | (1,952,111) | (1,606,731) | ||
General and administrative expenses | (3,681,753) | (2,735,501) | (1,421,509) | ||
Research and development expenses | (1,741,078) | (1,564,367) | (469,931) | ||
Credit loss provision for receivables | (99,755) | (608,188) | |||
Impairment loss on assets held by FTX | (9,826,600) | ||||
Impairment loss on digital assets | (6,986,921) | (12,948,969) | |||
Impairment loss on mining equipment | (11,849,595) | ||||
Loss on disposal of subsidiary | (64,490) | ||||
Realized gain on sales of digital assets | 18,231,133 | 4,947,841 | 369,200 | ||
Realized fair value gain on digital asset borrowings | 4,206,292 | ||||
Total operating expenses, net | 3,858,533 | (32,331,198) | (3,193,461) | ||
Operating income | 16,571,412 | 3,900,972 | 5,835,512 | ||
Other expense: | |||||
Interest expense | (5,535,595) | (2,517,119) | |||
Interest income | 1,054,968 | 343,188 | 135,300 | ||
Other income/(expenses), net | 586,961 | 49,664 | (1,118) | ||
Income before income taxes | 12,677,746 | 1,776,705 | 5,969,694 | ||
Income tax expense/(benefit) | 2,183,284 | (665,929) | 1,043,451 | ||
Net income and total comprehensive income | $ 10,494,462 | $ 2,442,634 | $ 4,926,243 | ||
Earnings per share: | |||||
Ordinary shares – basic (in Dollars per share) | $ 0.07 | $ 0.02 | $ 0.03 | ||
Weighted average number of shares outstanding used in calculating earnings per share: | |||||
Ordinary shares – basic (in Shares) | 150,000,000 | 149,383,562 | 142,500,000 | ||
Related Party | |||||
Cost of revenues | |||||
Total cost of revenues | $ (166,540,600) | $ (83,877,580) | $ (7,007,454) | ||
Third Parties | |||||
Cost of revenues | |||||
Total cost of revenues | (80,397,259) | (59,954,875) | (87,007,158) | ||
Depreciation and Amortization | |||||
Cost of revenues | |||||
Total cost of revenues | $ (24,455,274) | $ (18,134,149) | |||
Arisz Acquisition Corp. | |||||
Operating expenses | |||||
General and administrative expenses | $ 585,514 | $ 544,157 | |||
Franchise tax expense | 40,000 | 53,194 | |||
Operating income | (625,514) | (597,351) | |||
Other income: | |||||
Interest earned on investments held in Trust Account | 2,386,358 | 418,075 | |||
Other expense: | |||||
Interest on Bitfufu loan | 51,229 | ||||
Income before income taxes | 1,709,615 | (179,276) | |||
Income tax expense/(benefit) | 492,735 | 76,625 | |||
Net income and total comprehensive income | $ 1,216,880 | $ (255,901) | |||
Arisz Acquisition Corp. | Common Stock Subject To Possible Redemption | |||||
Earnings per share: | |||||
Ordinary shares – basic (in Dollars per share) | $ 0.36 | $ 0.58 | |||
Weighted average number of shares outstanding used in calculating earnings per share: | |||||
Ordinary shares – basic (in Shares) | 5,432,532 | 5,893,151 | |||
Arisz Acquisition Corp. | Non-redeemable Common Stock | |||||
Earnings per share: | |||||
Ordinary shares – basic (in Dollars per share) | $ (0.36) | $ (1.89) | |||
Weighted average number of shares outstanding used in calculating earnings per share: | |||||
Ordinary shares – basic (in Shares) | 2,001,389 | 1,961,132 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Parentheticals) - $ / shares | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Arisz Acquisition Corp. | Common Stock Subject To Possible Redemption | ||
Ordinary shares – diluted | $ 0.36 | $ 0.58 |
Ordinary shares – diluted | 5,432,532 | 5,893,151 |
Arisz Acquisition Corp. | Non-redeemable Common Stock | ||
Ordinary shares – diluted | $ (0.36) | $ (1.89) |
Ordinary shares – diluted | 2,001,389 | 1,961,132 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) | Arisz Acquisition Corp. Ordinary shares | Arisz Acquisition Corp. Additional Paid-in Capital | Arisz Acquisition Corp. Retained earnings | Arisz Acquisition Corp. | Ordinary shares | Treasury shares | Additional Paid-in Capital | Retained earnings | Total |
Balance at Dec. 31, 2020 | $ 14,250 | $ (14,250) | $ (92,166) | $ (92,166) | |||||
Balance (in Shares) at Dec. 31, 2020 | 142,500,000 | ||||||||
Net income (loss) | 4,926,243 | 4,926,243 | |||||||
Balance at Dec. 31, 2021 | $ 14,250 | (14,250) | 4,834,077 | 4,834,077 | |||||
Balance (in Shares) at Dec. 31, 2021 | 142,500,000 | ||||||||
Balance at Sep. 30, 2021 | $ 172 | $ 24,828 | $ (490) | $ 24,510 | |||||
Balance (in Shares) at Sep. 30, 2021 | 1,725,000 | ||||||||
Sale of public units in initial public offering | $ 690 | 68,999,310 | 69,000,000 | ||||||
Sale of public units in initial public offering (in Shares) | 6,900,000 | ||||||||
Sale of private placement units | $ 28 | 2,763,858 | 2,763,886 | ||||||
Sale of private placement units (in Shares) | 276,389 | ||||||||
Sale of unit purchase option to underwriter | 100 | 100 | |||||||
Underwriter commissions | (4,312,500) | (4,312,500) | |||||||
Offering costs | (425,383) | (425,383) | |||||||
Reclassification of common stock subject to redemption | $ (690) | (59,614,295) | (59,614,985) | ||||||
Reclassification of common stock subject to redemption (in Shares) | (6,900,000) | ||||||||
Allocation of offering costs to common stock subject to redemption | 4,760,749 | 4,760,749 | |||||||
Remeasurement of common stock to redemption value | (12,196,667) | (2,367,172) | (14,563,839) | ||||||
Net income (loss) | (255,901) | (255,901) | |||||||
Balance at Sep. 30, 2022 | $ 200 | (2,623,563) | (2,623,363) | (2,623,563) | |||||
Balance (in Shares) at Sep. 30, 2022 | 2,001,389 | ||||||||
Balance at Dec. 31, 2021 | $ 14,250 | (14,250) | 4,834,077 | 4,834,077 | |||||
Balance (in Shares) at Dec. 31, 2021 | 142,500,000 | ||||||||
Issuance of new ordinary shares | $ 750 | 1,561,750 | 1,562,500 | ||||||
Issuance of new ordinary shares (in Shares) | 7,500,000 | ||||||||
Acquisition of treasury shares | $ (2,000,000) | (2,000,000) | |||||||
Acquisition of treasury shares (in Shares) | 204,348 | ||||||||
Net income (loss) | 2,442,634 | 2,442,634 | |||||||
Balance at Dec. 31, 2022 | $ 15,000 | $ (2,000,000) | 1,547,500 | 7,276,711 | $ 6,839,211 | ||||
Balance (in Shares) at Dec. 31, 2022 | 150,000,000 | 204,348 | 150,000,000 | ||||||
Balance at Sep. 30, 2022 | $ 200 | (2,623,563) | (2,623,363) | (2,623,563) | |||||
Balance (in Shares) at Sep. 30, 2022 | 2,001,389 | ||||||||
Balance at Dec. 31, 2022 | $ 15,000 | $ (2,000,000) | 1,547,500 | 7,276,711 | $ 6,839,211 | ||||
Balance (in Shares) at Dec. 31, 2022 | 150,000,000 | 204,348 | 150,000,000 | ||||||
Balance at Sep. 30, 2022 | $ 200 | (2,623,563) | (2,623,363) | (2,623,563) | |||||
Balance (in Shares) at Sep. 30, 2022 | 2,001,389 | ||||||||
Balance at Sep. 30, 2022 | $ 200 | (2,623,563) | (2,623,363) | (2,623,563) | |||||
Balance (in Shares) at Sep. 30, 2022 | 2,001,389 | ||||||||
Balance at Sep. 30, 2022 | $ 200 | $ (2,623,563) | (2,623,363) | (2,623,563) | |||||
Balance (in Shares) at Sep. 30, 2022 | 2,001,389 | ||||||||
Additional deposits to Trust Account for extension | (1,980,000) | (1,980,000) | |||||||
Remeasurement of common stock to redemption value | (2,386,358) | (2,386,358) | |||||||
Reimbursement from Trust for franchise and income taxes | 483,833 | 483,833 | |||||||
Excise tax imposed on common stock redemptions | (391,931) | (391,931) | |||||||
Net income (loss) | 1,216,880 | 1,216,880 | |||||||
Balance at Sep. 30, 2023 | $ 200 | $ (5,680,939) | (5,681,139) | ||||||
Balance (in Shares) at Sep. 30, 2023 | 2,001,389 | ||||||||
Balance at Dec. 31, 2022 | $ 15,000 | $ (2,000,000) | 1,547,500 | 7,276,711 | $ 6,839,211 | ||||
Balance (in Shares) at Dec. 31, 2022 | 150,000,000 | 204,348 | 150,000,000 | ||||||
Balance at Dec. 31, 2022 | $ 15,000 | $ (2,000,000) | 1,547,500 | 7,276,711 | $ 6,839,211 | ||||
Balance (in Shares) at Dec. 31, 2022 | 150,000,000 | 204,348 | 150,000,000 | ||||||
Net income (loss) | 10,494,462 | $ 10,494,462 | |||||||
Balance at Dec. 31, 2023 | $ 15,000 | $ (2,000,000) | $ 1,547,500 | $ 17,771,173 | $ 17,333,673 | ||||
Balance (in Shares) at Dec. 31, 2023 | 150,000,000 | 204,348 | 150,000,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||||
Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Net income (loss) | $ 10,494,462 | $ 2,442,634 | $ 4,926,243 | ||
Adjustments to reconcile net income to net cash (used in)/provided by operating activities: | |||||
Loss on disposal of a subsidiary | 64,490 | ||||
Net income received or to be received by digital assets | (183,113,124) | (100,980,973) | (3,422,161) | ||
Impairment loss on digital assets | 6,986,921 | 12,948,969 | |||
Credit loss provision for receivables | 99,755 | 608,188 | |||
Impairment loss on assets held by FTX | 9,826,600 | ||||
Impairment loss on mining equipment | 11,849,595 | ||||
Realized fair value gain on digital asset borrowings | (4,206,292) | ||||
Realized gain on sale of digital assets (Note 3) | (18,231,133) | (4,947,841) | (369,200) | ||
Servers, computers, and network equipment | 45,510 | 22,304 | 2,860 | ||
Mining equipment | 24,455,274 | 18,134,149 | |||
Deferred income tax | 4,150,705 | (4,471,142) | |||
Changes in operating assets and liabilities: | |||||
Prepayments | (654,275) | (481,378) | 2,491,784 | ||
Amount due from/(due to) related parties | (36,933,689) | 132,799,111 | (75,275,000) | ||
Deposits | (2,682,520) | ||||
Other current assets | (1,512,315) | (2,368,589) | (148,100) | ||
Accounts payable | 775,106 | 25,214 | |||
Customer deposit liabilities | (75,275,000) | 75,275,000 | |||
Contract liabilities | (8,075,000) | 10,947,311 | |||
Taxes payable | (2,893,475) | 4,092,819 | 1,033,384 | ||
Accrued expenses and other payables | 3,042,608 | 612,623 | 399,931 | ||
Interest payable | 5,540,000 | 2,520,000 | |||
Net cash (used in)/provided by operating activities | (195,970,190) | (7,444,009) | 15,926,542 | ||
Proceeds from sales of digital assets | 222,393,176 | 71,354,362 | 13,131,775 | ||
Purchase of digital assets | (45,429,698) | (10,824,901) | (15,692,035) | ||
Purchases of equipment | (66,736) | (3,855,215) | (54,196) | ||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||
Net cash provided by/(used in) investing activities | 176,896,742 | 56,674,246 | (2,614,456) | ||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Proceeds for the issuance of ordinary shares | 1,562,500 | ||||
Repayment of long-term payables | (6,999,939) | ||||
Payment of deferred offering costs and extension fees | (2,352,404) | (1,674,037) | |||
Purchase of treasury shares | (2,000,000) | ||||
Net cash provided by (used in) financing activities | (9,352,343) | (2,111,537) | |||
Net change in cash and cash equivalents | (28,425,791) | 47,118,700 | 13,312,086 | ||
Cash and cash equivalents at beginning of year | 60,430,786 | 13,312,086 | |||
Cash and cash equivalents at end of year | 32,004,995 | 60,430,786 | 13,312,086 | ||
Purchases of equipment included in long-term payable | 109,435,141 | ||||
Cash paid for interest | 3,661,723 | 1,634,599 | |||
Net digital assets provided by operating activities | 212,931,394 | 86,109,208 | 444,418 | ||
Cash paid for income tax | 783,934 | ||||
Supplemental non-cash investing activities | |||||
Net digital assets (used in)/provided by investing activities | $ (176,963,478) | $ (82,025,494) | $ 2,195,559 | ||
Arisz Acquisition Corp. | |||||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Net income (loss) | $ 1,216,880 | $ (255,901) | |||
Interest earned on investments held in Trust Account | (2,386,358) | (418,075) | |||
Changes in operating assets and liabilities: | |||||
Prepayments | (5,059) | (16,836) | |||
Taxes payable | 85,758 | 76,625 | |||
Franchise tax payable | (26,800) | 46,800 | |||
Accrued expenses and other payables | 221,787 | 82,573 | |||
Interest payable | 51,229 | ||||
Net cash (used in)/provided by operating activities | (842,563) | (484,814) | |||
Cash deposited in Trust Account for extension | (1,980,000) | ||||
Cash withdrawn from Trust Account to pay franchise tax and income taxes | 483,833 | ||||
Cash withdrawn from Trust Account for public stockholder redemptions | 39,193,137 | ||||
Purchase of investment held in Trust Account | (69,000,000) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||
Net cash provided by/(used in) investing activities | 37,696,970 | (69,000,000) | |||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Proceeds from sale of public units through public offering | 69,000,000 | ||||
Proceeds from sale of private placement units | 2,763,886 | ||||
Proceeds from sale of unit purchase option | 100 | ||||
Proceeds from issuance of promissory note to Bitfufu | 2,380,000 | ||||
Payment to redeemed public stockholders | (39,193,137) | ||||
Repayment of promissory note to related party | (105,000) | ||||
Payment of underwriters’ commissions | (1,725,000) | ||||
Payment of deferred offering costs and extension fees | (350,383) | ||||
Net cash provided by (used in) financing activities | (36,813,137) | 69,583,603 | |||
Net change in cash and cash equivalents | 41,270 | 98,789 | |||
Cash and cash equivalents at beginning of year | 173,789 | 75,000 | |||
Cash and cash equivalents at end of year | 215,059 | 173,789 | |||
Initial classification of common stock subject to redemption | 59,614,985 | ||||
Deferred underwriting fee | 2,587,500 | ||||
Remeasurement of common stock to redemption value | $ 3,882,526 | $ 14,563,839 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2023 | |
Organization [Abstract] | |
ORGANIZATION | 1. ORGANIZATION Bitfufu Inc. (“BitFuFu” together with its consolidated subsidiaries, the “Company”) was incorporated in the Cayman Islands on February 16, 2022 under the Cayman Islands Companies Law as an exempted company. Finfront Holding Company (’‘Finfront’’) was incorporated in the Cayman Islands on July 22, 2021 under the Cayman Islands Companies Law as an exempted company with limited liability. Ethereal Tech Pte. Ltd. (“Ethereal Singapore”) was incorporated in Singapore on May 8, 2018 and was acquired by Finfront in October 2021 and became a wholly -owned -owned -owned The Company operates under the trade name of “BitFuFu”. The Company is a fast -growing -mining -stop -mining -mining -mining As of the date of this report, the details of the Company’s principal subsidiaries are as follows: Entity Date of incorporation/ acquisition Place of incorporation Percentage of direct or indirect ownership by the Company Principal activities Direct Subsidiaries: Finfront Holding Company (“Finfront”) July 22, 2021 Cayman Islands 100% Investment holding Ethereal Tech Pte. Ltd. (“Ethereal Singapore”) October 22, 2021 Singapore 100% Provision of cloud mining services, miner hosting services, mining equipment sales and lease and sourcing services for mining equipment sales Ethereal Tech US Corporation (“Ethereal US”) December 15, 2021 United States 100% Provision of self -mining Lonshi Tech Canada Limited (“Lonshi”) November 22, 2022 Canada 100% Dormant |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended | |
Dec. 31, 2023 | Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Line Items] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying consolidated financial statements of the Company include the financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Significant accounting policies followed by the Company in the preparation of the accompanying consolidated financial statements are summarized below. Principles of consolidation The accompanying consolidated financial statements include the accounts of Bitfufu Inc. and its wholly -owned A subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting power; has the power to appoint or remove the majority of the members of the board of directors (the “Board”); and to cast majority of votes at the meeting of the Board or to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders. Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenue and expenses during the reported period in the consolidated financial statements and accompanying notes. Significant accounting estimates reflected in the Company’s consolidated financial statements mainly include, but are not limited to, standalone selling price of each distinct performance obligation in revenue recognition, determining the useful lives and recoverability of long -lived Foreign currency The Company’s reporting currency is the U.S. dollars (“US$”). The functional currency of the Company and its subsidiaries which are incorporated in Cayman Islands, Singapore, United States and Canada are in US$. The determination of the respective functional currency is based on the criteria set out by ASC 830, Foreign Currency Matters. Cash and cash equivalents Cash and cash equivalents represent cash on hand, time deposits and highly liquid investments placed with banks or other financial institutions, which are unrestricted as to withdrawal and use, and which have original maturities of three months or less. As of December 31, 2023, and 2022, the Company had cash equivalents of approximately US$32.0 million and US$60.4 million, respectively. Accounts receivable The Company’s accounts receivable balance consists of amounts due from its self -mining Based on this model, the Company considers many factors, including the age of the balance, collection history, and current economic trends. Bad debts are written off after all collection efforts have ceased. Allowances for credit losses are recorded as a direct reduction from an asset’s amortized cost basis. For the years ended December 31, 2023 and 2022, the Company did not record any credit recoveries. Based on the Company’s current and historical collection experience, management recorded the balance of allowances for ECL of approximately US$312,000 and US$608,000 as of December 31, 2023 and December 31, 2022, respectively. Digital assets Digital assets are accounted for as indefinite lived intangible assets. They are presented as current assets within the consolidated balance sheets due to the Company’s ability to sell digital assets in a highly liquid marketplace and the intent to sell digital assets to support operations when needed. Digital assets are initially recognized based on the fair value of the digital assets on the date of receipt. Digital assets that are purchased in an exchange of one digital asset for another digital asset are recognized at the fair value of the digital asset received. The Company recognizes realized gains or losses when digital assets are sold on an exchange for other digital assets, or for cash consideration using a first -in -out An intangible asset with an indefinite useful life is not amortized but assessed for impairment whenever events or changes in circumstances occur indicating that it is more likely than not that the indefinite -lived Equipment, net Equipment is stated at cost less accumulated depreciation and impairment loss, if any. Equipment is depreciated at rates sufficient to write off their costs less impairment and residual value, if any, over their estimated useful lives (3 – 5 years) on a straight -line Impairment of long-lived assets other than goodwill Long -lived There was no impairment charge recognized for the year ended December 31, 2023. However, an impairment charge of approximately US$11.85 million was recognized for the year ended December 31, 2022, due to adverse changes in business climate, including significant and prolonged decline in the price of Bitcoin and resulting decrease in the market price of mining equipment, indicated that an impairment triggering event had occurred. Leases The Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight -line -line As the lessee, there was no lease assets included on our consolidated balance sheets for leased equipment as of December 31, 2023 and 2022, since all the leases of the Company are less than 12 months, and the Company employed the practical expedient for leases with terms for less than 12 months and did not account for such leases as right of use assets with corresponding lease obligations. Fair value of financial instruments Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability. Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value: Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3 — Unobservable inputs which are supported by little or no market activity and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. Financial assets and liabilities of the Company primarily consist of cash and cash equivalents, accounts receivable, deposits and other receivables, accounts payables, other payables and long -term Revenue recognition Revenue is recognized when or as the control of the goods or services is transferred to a customer. Depending on the terms of the contract and the laws that apply to the contract, control of the goods and services may be transferred over time or at a point in time. Control of the goods and services is transferred over time if the Company’s performance: (i) (ii) (iii) If a customer pays consideration before the Company transfers a good or service to the customer, the Company presents the contract liability when the payment is made. A contract liability is the Company’s obligation to transfer goods or services to a customer for which the Company has received consideration from the customer. Revenue recognition Cloud mining solutions The Company sells to customer one -stop -mining • • • -cash • • performance monitoring, hash rate stabilization, and connection with mining pools. Thus, the Company creates a one -stop -mining -divided -mining -mining -mining The Company transfers control of cloud mining service over time, because the customer simultaneously receives and consumes the benefits provided by the Company’s performance as it performs. Therefore, the Company satisfies its sole performance obligation over time and recognizes revenue over time by measuring the progress toward complete satisfaction of such performance obligation. The Company’s system records the amount of hash calculations and its actual service time period for each order during each month, and the completion progress of each order’s performance obligation can be calculated according to the proportion of the actual service time period to the whole agreed service period. Hosting services • • • In addition, there is a variable consideration: • • Management has determined that the aforementioned services represent a series of performance obligations that should not be separated and recognize individually, but rather, as a whole over time in accordance with the Hosting Contract entered into by the Company and the customer. The Company typically receives payment upfront for such services and records them to contract liabilities, or the Company deducts service fees daily from the customer’s digital asset deposit in accordance with the Hosting Contract. The revenue is recognized straight -line Leasing of mining equipment The Company lease mining equipment to customers with fixed monthly lease payments for an initial short -term -type -line Sale of mining equipment The Company sells mining equipment to customers. Before the Company receives order from the customers, the Company signed purchase agreement with suppliers and places purchase orders to the suppliers. The mining equipment is usually delivered to the Company one month after the purchase orders are presented to the suppliers. Upon taking control of the mining equipment, title also passes to the Company. The Company has neither an explicit nor implicit repurchase right or obligation for the sold mining equipment. If mining equipment purchased from the suppliers remains unsold, the mining equipment is non -returnable Sourcing commission for mining equipment The Company acts as an agent between its customers and digital mining equipment suppliers to facilitate its customers’ purchase of mining equipment from suppliers. When providing sourcing service, the Company matched the demand of its customer with the products of a viable supplier. The Company helped the customer to negotiate procurement price, payment, and other contractual terms, and coordinated the logistics for delivery of the mining equipment to the customers. The mining equipment was directly delivered from the supplier’s factory to the customer. The Company has no control over the mining equipment prior to delivery to the customer as well as no risk and obligation toward those mining equipment. The Company merely recognized commission revenue based on the net revenue amount in this kind of transaction upon the delivery of mining equipment to customers. Payments are typically received in advance and are accounted for as customer deposit liabilities and contract liabilities until delivery, at which point the receipt in advance from customer is offset with the prepayment to the supplier and the difference representing the commission is recognized to revenue. Cryptocurrency self-mining revenue The Company has entered into framework agreements, as amended from time to time, with mining pool operators to perform hash calculations for the mining pools. Each party has the unilateral right to terminate the contract at any time without any compensation to the other party for such termination. Therefore, the Company has concluded that the duration of the contract is less than 24 hours and that the contract is continuously renew throughout the day. The Company has determined that the mining pool operator’s renewal right is not a material right as the terms, conditions, and compensation amounts are at then market rates. Upon contract termination, the mining pool operator (i.e., the customer) is required to pay the Company any amount due that is related to previously satisfied performance obligations. The Company’s enforceable right to compensation only begins once the Company commences performing hash calculations for the mining pool operators. The Company is entitled to compensation regardless of whether the mining pool operators successfully record a block to the Bitcoin blockchain. Providing a service to perform hash calculations for the pool operators is the only performance obligation in the Company’s arrangements with mining pool operators and is an output of the Company’s ordinary activities. The Company is entitled to a non -cash -hour -Pay-Per-Share FPPS (1) -hour (2) -hour -hour -hour (3) -hour The non -cash -hour For each contract, the Company measures the non -cash -cash -mining Cost of revenues The cost of revenues is primarily consistent with the revenue streams. This includes expenses such as leasing of mining equipment, depreciation expenses of self -owned Sales and marketing expenses Sales and marketing expenses primarily comprise sales commissions, advertising expenses, marketing and promotional expenses, salaries, and other compensation -related General and administrative expenses General and administrative expenses primarily include salaries, bonuses, and benefits for employees engaged in general corporate functions and those not specifically dedicated to research and development activities. Additionally, these expenses encompass depreciation of fixed assets that are not utilized in research and development activities, legal and other professional services fees, and other general corporate related expenses. Research and development expenses Research and development expenses primarily comprise payroll and related personnel costs, as well as technical service fees associated with the enhancement of the Company’s platform and technical system. These expenses are expensed as they are incurred. Income taxes Current income taxes are recorded in accordance with the regulations of the relevant tax jurisdiction. The Company accounts for income taxes under the asset and liability method in accordance with ASC 740, Income Tax, (“ASC 740 — Income Taxes”). Under this method, deferred tax assets and liabilities are recognized for the tax consequences attributable to differences between carrying amounts of existing assets and liabilities in the financial statements and their respective tax basis, and operating loss carry -forwards The Company records liabilities related to uncertain tax positions when, despite the Company’s belief that the Company’s tax return positions are supportable, the Company believes that it is more likely than not that those positions may not be fully sustained upon review by tax authorities. Accrued interest and penalties related to unrecognized tax benefits are classified as income tax expense. Comprehensive income The Company applies ASC 220, Comprehensive Income Segment reporting ASC 280, Segment Reporting Based on the criteria established by ASC 280, the chief operating decision maker (“CODM”) has been identified as the Company’s Chief Executive Officer. The CODM has determined that the Company operates as one operating segment as the CODM reviews financial information on a consolidated basis in making decisions regarding resource allocation and performance assessment. Earnings per share In accordance with ASC Topic 260, Earnings per Share (“ASC 260”), basic earnings per share is computed by dividing net income attributable to ordinary shareholders by the weighted average number of unrestricted ordinary shares outstanding during the year. Diluted earnings per share is calculated by dividing net income attributable to ordinary shareholders as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary share equivalents are excluded from the computation of diluted earnings per share if their effects would be anti -dilutive Concentration of credit risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, digital assets, and accounts receivable. The Company places cash and cash equivalents with financial institutions with high credit ratings and quality. From time to time, the Company’s cash account balances exceed the balances covered by the Federal Deposit Insurance Corporation (“FDIC”) in the US, or the Singapore Deposit Insurance Corporation Limited (SDIC) in Singapore. The Company has never suffered a loss due to such excess balances. The Company conducts credit evaluations of customers, and generally does not require collateral or other security from its customers. The Company establishes an allowance for expected credit losses primarily based upon various factors surrounding the credit risk of specific customers and general economic conditions, to refer to the current expected credit loss policy. The Company held its own digital assets of approximately US$43.98 million and US$8.01 million as of December 31, 2023, and 2022 respectively. Related party transactions Parties are considered related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions in Note 16 to the financial statements. Recent accounting pronouncements New accounting standards that have not yet been adopted The Company maintains a proactive approach in evaluating the impact of new accounting pronouncements on its financial reporting. Upon identifying potential effects on its financial statements, the Company conducts a thorough analysis to assess the necessary adjustments to its consolidated financial statements. Furthermore, the Company conducts a comprehensive review to understand the implications of the changes and ensures the implementation of appropriate controls to safeguard the accuracy and integrity of its consolidated financial statements. Accounting Standards Update (ASU) 2023-06, Disclosure Improvements — Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative In October 2023, the FASB issued ASU 2023 -06 -X -K -06 Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU 2023 -09 -09 -09 Accounting Standards Update (ASU) 2023-07, Segment Reporting — Improvements to Reportable Segment Disclosures On November 27, the FASB issued ASU 2023 -07 Accounting Standards Update (ASU) No. 2023-08, Intangibles — Goodwill and Other Crypto Assets (Topic 350-60): Accounting for and Disclosure of Crypto Assets ASU 2023 -08 -08 -useful -less-impairment The amendments in this ASU are effective for all entities for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued (or made available for issuance). If amendments are adopted in an interim period, they must be adopted as of the beginning of the fiscal year that includes that interim period. The amendments in this ASU require a cumulative -effect | |
Arisz Acquisition Corp. [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 3 — Significant Accounting Policies Basis of Presentation The accompanying audited financial statements are presented in U.S. Dollars and in conformity the U.S. GAAP and pursuant to the rules and regulations of the SEC. Accordingly, they include all of the information and footnotes required by the U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates In preparing these financial statements in conformity with U.S. GAAP, the Company’s management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Investments held in Trust Account As of September 30, 2023 and 2022, the Company’s portfolio of investments is comprised of money market funds that invest in U.S. government securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest earned on investments held in the Trust Account in the accompanying statements of operations. Offering Costs The Company complies with the requirements of ASC 340 -10-S99-1 Warrants The Company accounts for warrants as either equity -classified -classified For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non -cash Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, shares of common stock subject to possible redemption are presented at redemption value of $10.81 and $10.06 per share, as of September 30, 2023 and 2022, respectively, as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of shares of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid -in Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution and money market funds held in the Trust Account. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short -term Net Income (Loss) per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share”. The statements of operations include a presentation of income (loss) per redeemable share and income (loss) per non -redeemable -class -redeemable -redeemable -redeemable The net income (loss) per share presented in the statements of operations is based on the following: For the For the Net income (loss) $ 1,216,880 $ (255,901 ) Remeasurement of common stock to redemption value (1) (3,882,526 ) (14,563,839 ) Net loss including remeasurement of common stock to redemption value $ (2,665,646 ) $ (14,819,740 ) For the Year Ended Redeemable shares Non-redeemable shares Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including remeasurement of common stock $ (1,947,991 ) $ (717,655 ) Remeasurement of common stock to redemption value (1) 3,882,526 — Allocation of net income (loss) $ 1,934,535 $ (717,655 ) Denominators: Weighted-average shares outstanding 5,432,532 2,001,389 Basic and diluted net income (loss) per share $ 0.36 $ (0.36 ) For the Year Ended Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including remeasurement of common stock $ (11,119,406 ) $ (3,700,334 ) Remeasurement of common stock to redemption value (1) 14,563,839 — Allocation of net income (loss) $ 3,444,433 $ (3,700,334 ) Denominators: Weighted-average shares outstanding 5,893,151 1,961,132 Basic and diluted net income/(loss) per share $ 0.58 $ (1.89 ) (1) Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes (“ASC 740”)”. ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States and the State of New York as its only “major” tax jurisdictions. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020 -06 -20 -40 -06 -06 -06 -converted -06 Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Digital Assets
Digital Assets | 12 Months Ended |
Dec. 31, 2023 | |
Digital Assets [Abstract] | |
DIGITAL ASSETS | 3. DIGITAL ASSETS Digital assets are accounted for as an indefinite lived intangible asset and are initially measured at cost. The Company assigns costs to transactions on a first -in -out Impairment loss on digital assets recorded in the Company’s consolidated statements of comprehensive income for the years ended December 31, 2023, 2022 and 2021 were US$6.99 million, US$12.95 million and US$ Nil During the financial year, the Company calculates impairment on digital assets using the lowest US$ Bitcoin spot rate at any point of time during the day, whenever the carrying value of the Company’s digital assets exceeds the fair value of the digital assets. The balance of the Company’s digital assets consisted of the following: As of December 31, 2023 2022 US$ US$ Bitcoin 43,896,507 7,938,439 USDT 60,860 55,515 Others 21,087 16,584 43,978,454 8,010,538 The following table presents the movement for digital assets of the Company for the years ended December 31, 2022 and 2023: BTC USDT Others Total US$ US$ US$ US$ Balance as of January 1, 2022 9,117 3,902,428 15,279 3,926,824 Digital assets received from customers for products and services 28,267,623 93,263,881 193,773 121,725,277 Revenue generated from Bitcoin self-mining operation 60,290,623 — — 60,290,623 Converted (to)/from other digital assets or fiat cash, net (60,242,672 ) (97,448 ) (189,341 ) (60,529,461 ) Costs and expenses paid in digital assets (8,849,068 ) (75,517,313 ) (3,127 ) (84,369,508 ) Purchase of mining equipment — (21,496,033 ) — (21,496,033 ) Net gain on settlement of digital asset borrowings 4,206,292 — — 4,206,292 Digital assets due from FTX (7,742,348 ) — — (7,742,348 ) Impairment on Bitcoins (12,948,969 ) — — (12,948,969 ) Realized gain on sale/exchange of 4,947,841 — — 4,947,841 Balance as of December 31, 2022 7,938,439 55,515 16,584 8,010,538 Balance as of January 1, 2023 7,938,439 55,515 16,584 8,010,538 Digital assets received from customers for products and services 77,235,394 150,134,261 251,831 227,621,486 Revenue generated from Bitcoin self-mining operation 100,197,667 — — 100,197,667 Other income received in Bitcoin 378,491 — — 378,491 Converted (to)/from other digital assets or fiat cash, net (95,441,065 ) (81,279,710 ) (242,703 ) (176,963,478 ) Costs and expenses paid in digital assets (57,656,631 ) (68,849,206 ) (4,625 ) (126,510,462 ) Impairment on Bitcoins (6,986,921 ) — — (6,986,921 ) Realized gain on sale/exchange of 18,231,133 — — 18,231,133 Balance as of December 31, 2023 43,896,507 60,860 21,087 43,978,454 The net income received or to be received by digital assets, as presented in consolidated statement of cash flow, consists of following item (a), (b), (c) and (d). The following table provides the reconciliation between net income and the movement of digital assets of the Company for the years ended December 31, 2023 and 2022: For the year ended 2023 2022 US$ US$ DIGITAL ASSETS FROM OPERATING ACTIVITIES Revenue recognized from selling products and services which was settled or will be settled in digital assets (a) 183,908,345 119,117,153 Adjusted by the changes of operating assets and liabilities: Account receivable to be settled in digital assets 2,431,414 5,517,283 Contract liabilities received in digital assets 41,281,727 (2,909,159 ) Digital assets received from customers for products and services 227,621,486 121,725,277 Revenue recognized from Bitcoin self-mining operation (b) 100,197,667 60,290,623 Cost and expenses settled or to be settled by digital assets (c) (101,371,379 ) (78,426,803 ) Adjusted by the changes of operating assets and liabilities: Prepayments made in digital assets to suppliers (24,035,453 ) (4,750,064 ) Accounts payable to be settled in digital assets (7,272 ) (2,727,565 ) Payments made in digital assets by a related party on behalf of Company — (37,316 ) Other receivables to be settled in digital assets (129,929 ) — Other payables to be settled in digital assets (966,429 ) 1,572,240 Costs and expenses paid in digital assets (126,510,462 ) (84,369,508 ) Impairment of digital assets (6,986,921 ) (12,948,969 ) Digital assets due from FTX (Note 6) — (7,742,348 ) Other income received in digital assets (d) 378,491 — Net gain on settlement of digital asset borrowings — 4,206,292 Realized gain on sale of digital assets 18,231,133 4,947,841 Net digital assets provided by operating activities 212,931,394 86,109,208 DIGITAL ASSETS FROM INVESTING ACTIVITIES Digital assets purchased by fiat cash 45,429,698 10,824,901 Sales of digital assets in exchange for fiat cash (222,393,176 ) (71,354,362 ) Purchase of equipment — (21,496,033 ) Net digital assets used in investing activities (176,963,478 ) (82,025,494 ) Net increase in digital assets 35,967,916 4,083,714 Digital assets at beginning of year 8,010,538 3,926,824 Digital assets at end of year 43,978,454 8,010,538 |
Accounts Receivable, Net
Accounts Receivable, Net | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Receivable, Net [Abstract] | |
ACCOUNTS RECEIVABLE, NET | 4. ACCOUNTS RECEIVABLE, NET Accounts receivable and allowance for credit losses consisted of the following: As of 2023 2022 US$ US$ Accounts receivables 4,150,433 6,878,035 Allowances for credit losses (312,000 ) (608,188 ) 3,838,433 6,269,847 The following table presents the activity in the allowance for credit losses for the years ended December 31, 2023, and 2022: As of 2023 2022 US$ US$ Opening balance 608,188 — Credit loss expense — 608,188 Written-off (296,188 ) — Closing balance 312,000 608,188 |
Prepayments
Prepayments | 12 Months Ended |
Dec. 31, 2023 | |
Prepayments [Abstract] | |
Prepayments [Text Block] | 5. PREPAYMENTS As of 2023 2022 US$ US$ Prepayment to suppliers (1) 33,971,702 9,309,322 Prepaid offering costs (2) 2,696,441 2,434,037 Advances for extension fee (3) 2,830,000 740,000 Others 67,978 40,630 39,566,121 12,523,989 ____________ (1) (2) -in (3) |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2023 | |
Other Current Assets [Abstract] | |
OTHER CURRENT ASSETS | 6. OTHER CURRENT ASSETS Other current assets consisted of the following: As of 2023 2022 US$ US$ Custodian assets held by FTX 9,826,600 9,826,600 Deposits due from third parties 1,879,821 184,390 Interest receivable – fixed deposits 57,695 81,095 Others 5,505 35,292 Total 11,769,621 10,127,377 Less: Allowance for credit losses (9,926,355 ) (9,826,600 ) 1,843,266 300,777 The following table presents the activity in allowance for credit losses for the years ended December 31,2023 and 2022: As of 2023 2022 US$ US$ Opening balance 9,826,600 — Credit loss expense 99,755 9,826,600 Closing balance 9,926,355 9,826,600 In November 2022, FTX cryptocurrency exchange filed for Chapter 11 bankruptcy. The Company had US$2.09 million in US dollars and 480 Bitcoin worth US$7.74 million (measured at the carrying value of Bitcoin as of December 31, 2022) in its FTX account. Due to the uncertain outcome of the bankruptcy, the Company reclassified the funds as custodian assets held by FTX and recorded a full impairment charge on those balances during 2022. |
Equipment, Net
Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Equipment, Net [Abstract] | |
EQUIPMENT, NET | 7. EQUIPMENT, NET Equipment consisted of the following: As of 2023 2022 US$ US$ Servers, computer and network equipment 140,204 73,468 Mining equipment 136,226,403 136,226,403 Total cost of equipment 136,366,607 136,299,871 Less: Accumulated depreciation: – Servers, computers and network equipment (70,674 ) (25,164 ) – Mining equipment (42,589,423 ) (18,134,149 ) Total accumulated depreciation (42,660,097 ) (18,159,313 ) Accumulated impairment loss (11,849,595 ) (11,849,595 ) Net book value 81,856,915 106,290,963 Depreciation expenses were US$24.50 million, US$18.16 million and US$2,860 for the years ended December 31,2023, 2022 and 2021 respectively. During the year ended December 31, 2022, the Company recognized an impairment charge of approximately US$11.85 million on its mining equipment due to challenging market conditions, significant and prolong decline in Bitcoin prices and market value of mining equipment. During the year ended December 31, 2023, the Company did not identified any impairment indicator for its equipment. |
Long-Term Payables
Long-Term Payables | 12 Months Ended |
Dec. 31, 2023 | |
Long-Term Payables [Abstract] | |
LONG-TERM PAYABLES | 8. LONG-TERM PAYABLES As of 2023 2022 US$ US$ Payables for purchasing mining equipment – non-current portion Opening balance 109,435,141 — Addition — 109,435,141 Repayment (6,999,939 ) — Closing balance 102,435,202 109,435,141 The long -term |
Contract Liabilities
Contract Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Contract Liabilities [Abstract] | |
CONTRACT LIABILITIES | 9. CONTRACT LIABILITIES Contract liabilities primarily represented 1) cloud mining service fees prepaid by customers for which the relevant services have not been provided; 2) prepayment from customer for sales of mining equipment for which the equipment has not been delivered. The contract liabilities will be recognized in the consolidated statements of comprehensive income in the period in which the control of the services or goods are transferred to the customers within next twelve months. |
Income Taxes
Income Taxes | 12 Months Ended | |
Dec. 31, 2023 | Sep. 30, 2023 | |
Income Taxes [Line Items] | ||
INCOME TAXES | 10. INCOME TAXES On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022, which is effective January 1, 2023 and contains provisions implementing a 15% minimum corporate income tax on book income of certain large corporations, a 1% excise tax on net stock repurchases and several tax incentives to promote clean energy. While the company is continuing to evaluate the impact of these provisions, at this time, they are not expected to have a material impact on the company’s consolidated financial statements. The components of the provision for income taxes are as follows: As of 2023 2022 2021 US$ US$ US$ Current income tax expense/(benefit): US-Federal — — — US-State — — — Foreign (1,967,421 ) 3,805,213 1,043,451 Total current income tax expense/(benefit) (1,967,421 ) 3,805,213 1,043,451 Deferred tax expense/(benefit): US-Federal (991,250 ) (2,420,618 ) — US-State (236,011 ) (576,338 ) — Foreign 5,377,966 (1,474,186 ) — Total deferred tax expense/(benefit) 4,150,705 (4,471,142 ) — Total income tax expense/(benefit) 2,183,284 (665,929 ) 1,043,451 Effective tax rates of 17.22% for 2023, (37.48%) for 2022 and 17.48% for 2021 differ from the federal statutory rate applied to income before income taxes due to the following: As of 2023 2022 2021 US$ US$ US$ Federal income tax benefit at the statutory rate (991,250 ) (2,420,618 ) — Effect of: State income taxes (236,011 ) (576,338 ) — Foreign taxes 3,494,884 2,331,027 1,043,451 Other, net (84,339 ) — — Income tax expense/(benefit) 2,183,284 (665,929 ) 1,043,451 The Company’s net deferred tax assets/(liabilities) were as follows: As of 2023 2022 US$ US$ Deferred tax assets: Impairment loss on digital assets 209,966 107,635 Impairment loss on mining equipment 3,080,895 3,080,895 Net operating loss carryforwards 6,319,614 1,555,942 Credit loss provision for receivables 81,120 131,472 Impairment loss on assets held by FTX 1,356,130 1,316,199 Limits on interest expense deduction 2,087,147 647,893 Total gross deferred tax assets 13,134,872 6,840,036 Deferred tax liabilities: Digital asset (5,469,875 ) — Depreciation of equipment (7,344,560 ) (2,368,894 ) Total gross deferred liabilities (12,814,435 ) (2,368,894 ) Net deferred tax assets 320,437 4,471,142 As of 2023 2022 US$ US$ Deferred tax assets/(liabilities): Singapore (3,903,780 ) 1,474,186 United States 4,224,217 2,996,956 Net deferred tax assets 320,437 4,471,142 Net operating loss carryforwards: Ethereal US has approximately US$19.63 million and US$4.67 million of federal and state tax Net Operating Losses (“NOLs”), respectively, that may be available to offset future taxable income. Under the Tax Cuts and Jobs Act, US$19.63 million federal and US$4.67 million state NOLs incurred after December 31, 2017 are carried forward indefinitely but may be limited in utilization to 80% of taxable income. The Company has not not The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax for the state of North Dakota, South Carolina, Montana and other states. Additionally, one of the subsidiary is subject to income tax in Singapore. The Company files federal, state, and foreign income tax returns. The 2021 -2022 | |
Arisz Acquisition Corp. [Member] | ||
Income Taxes [Line Items] | ||
INCOME TAXES | Note 10 — Income Taxes The Company’s net deferred tax assets are as follows: September 30, September 30, Deferred tax asset Net operating loss carryforward $ — $ — Startup/Organization Expenses 121,704 20,294 Total deferred tax asset 121,704 20,294 Valuation allowance (121,704 ) (20,294 ) Deferred tax asset, net of allowance $ — $ — The income tax provision consists of the following: For the For the Federal Current $ 492,735 $ 76,625 Deferred (101,410 ) (20,294 ) State Current $ — $ — Deferred — — Change in valuation allowance 101,410 20,294 Income tax provision $ 492,735 $ 76,625 A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate is as follows (in thousands): For the For the Income at U.S. statutory rate 21.00 % 21.00 % State taxes, net of federal benefit 0.00 % 0.00 % Transaction costs 1.89 % (52.42 )% Change in valuation allowance 5.93 % (11.30 )% 28.82 % (42.72 )% As of September 30, 2023, the Company did not have any U.S. federal and state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. The changes in the valuation allowance were $101,410 and $20,294 for the year ended September 30, 2023 and 2022, respectively. The provisions for U.S. federal income taxes were $492,735 and $76,625 for the years ended September 30, 2023 and 2022, respectively. The Company’s tax returns for the year ended September 30, 2023, 2022 and 2021 remain open and subject to examination. |
Accrued Expenses and Other Paya
Accrued Expenses and Other Payables | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expenses and Other Payables [Abstract] | |
ACCRUED EXPENSES AND OTHER PAYABLES | 11. ACCRUED EXPENSES AND OTHER PAYABLES Accrued expenses and other payables consisted of the following: As of 2023 2022 US$ US$ Amount due to third parties 1,540,233 1,467,838 Interest payable 2,731,168 857,296 Accrued expenses 1,096,397 966,485 5,367,798 3,291,619 The interest payable represented the accrued interest for long -term During the years ended December 31, 2023, 2022, and 2021, the Company recorded interest expenses of US$5.54 million, US$2.52 million, and Nil |
Revenue By Categories
Revenue By Categories | 12 Months Ended |
Dec. 31, 2023 | |
Revenue By Categories [Abstract] | |
REVENUE BY CATEGORIES | 12. REVENUE BY CATEGORIES Revenue by products or services The Company operates in a single operating segment that mainly includes: 1) cloud mining solutions services; 2) self -mining The following table summarizes the revenue generated from different revenue streams: As of 2023 2022 2021 US$ US$ US$ Cloud mining solutions 178,044,160 99,391,592 75,855,841 Self-mining revenue 100,197,667 60,290,623 — Sale of mining equipment — 10,400,000 18,176,401 Leasing of mining equipment — 1,335,706 7,290,904 Sourcing commission for mining equipment — 18,791,519 780,342 Hosting services and others 5,864,185 7,989,334 940,097 284,106,012 198,198,774 103,043,585 Revenue by geographical location The following table also summarizes the revenue (excluding self -mining 2023 2022 2021 Amount % Amount % Amount % US$ US$ US$ North America 99,042,513 54 % 98,002,901 71 % 23,519,663 23 % Europe 47,372,340 26 % 28,601,831 21 % 14,290,257 14 % Asia 31,113,076 17 % 10,319,535 7 % 64,551,219 62 % Others 6,380,416 3 % 983,884 1 % 682,446 1 % Total revenue (i) 183,908,345 100 % 137,908,151 100 % 103,043,585 100 % The basis for attributing revenues by continent is based on the customers’ Know Your Customer (“KYC”) information, which indicates the country or region where a corporate customer was incorporated or the place of residence of an individual customer. (i) -mining Revenue by consideration The amount of revenue recognized from receipt of digital assets and receipt of US$ is presented separately as following: As of 2023 2022 2021 US$ US$ US$ Revenue recognized in digital assets payment 284,106,012 179,407,776 91,183,384 Revenue recognized in US dollars payment — 18,790,998 11,860,201 284,106,012 198,198,774 103,043,585 |
Realized Gain on Sale of Digita
Realized Gain on Sale of Digital Assets | 12 Months Ended |
Dec. 31, 2023 | |
Realized Gain on Sale of Digital Assets [Abstract] | |
REALIZED GAIN ON SALE OF DIGITAL ASSETS | 13. REALIZED GAIN ON SALE OF DIGITAL ASSETS The Company accumulates Bitcoin mined through its self -mining |
Realized Fair Value Gain On Dig
Realized Fair Value Gain On Digital Asset Borrowings | 12 Months Ended |
Dec. 31, 2023 | |
Realized Fair Value Gain On Digital Asset Borrowings [Abstract] | |
REALIZED FAIR VALUE GAIN ON DIGITAL ASSET BORROWINGS | 14. REALIZED FAIR VALUE GAIN ON DIGITAL ASSET BORROWINGS On February 8 and March 26, 2022, the Company entered into agreements with a third party to borrow 300 Bitcoin at 1% annual interest rate. The borrowed funds were primarily used to supplement working capital. Upon receipt of the Bitcoins, the Company converted them into USDT and fiat currency. The digital asset borrowings were scheduled to mature at the end of June 2022, and on June 2, 2022, the Company repaid the lender with 300 Bitcoin units and realized a fair value gain on digital asset borrowings due to changes in the Bitcoin spot price between the day of receipt and the day of repayment. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended | |
Dec. 31, 2023 | Sep. 30, 2023 | |
Stockholders' Equity [Line Items] | ||
STOCKHOLDERS' EQUITY | 15. STOCKHOLDERS’ EQUITY Common stock The Company’s authorized share capital is US$50,000 divided into 500,000,000 ordinary shares, consisting of 300,000,000 Class A ordinary shares of par value of $0.0001 each and 200,000,000 Class B ordinary shares of par value of $0.0001 each. All ordinary shares issued and outstanding were fully paid and non -assessable Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share shall entitle the holder thereof to one vote on all matters subject to vote at the general meetings, and each Class B ordinary share shall entitle the holder thereof to five (5) votes on all matters subject to vote at the general meetings. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any sale, transfer, assignment or disposition of Class B ordinary shares by a holder to any person or entity which is not the founder of the Company or an affiliate of the founder, or upon a change of ultimate beneficial ownership of Class B ordinary shares to any person or entity which is not the founder or an affiliate of the founder, such Class B ordinary shares shall be automatically and immediately converted into the same number of Class A ordinary shares. On February 29, 2024, the Company completed the business combination with Arisz and upon consummation of the business combination (Note 20), BitFuFu Inc. issued 150,000,000 ordinary shares to Finfront Holding Company’s shareholders. As a result, to reflect the conversion effect, the outstanding shares and earnings per share for December 31, 2023, 2022 and 2021 are calculated based on weighted average ordinary shares. Treasury shares In January 2022, Finfront entered into an Agreement and Plan of Merger with Arisz, pursuant to which Finfront will be merged with Arisz. As part of the execution of the Merger Agreement, Ethereal Singapore purchased 128,206 | |
Arisz Acquisition Corp. [Member] | ||
Stockholders' Equity [Line Items] | ||
STOCKHOLDERS' EQUITY | Note 8 — Stockholders’ Equity Common Stock -for-1 Rights — -twentieth -converted to affirmatively convert its rights in order to receive 1/20 If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, holders of the rights might not receive the shares of common stock underlying the rights. Warrants — -fourths In addition, if (x) the Company issues additional shares of common stock or equity -linked The Company may redeem the outstanding warrants: • • • -day • -trading If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Except as described above, no warrants will be exercisable and the Company will not be obligated to issue common stock unless at the time a holder seeks to exercise such warrant, a prospectus relating to the common stock issuable upon exercise of the warrants is current and the common stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to meet these conditions and to maintain a current prospectus relating to the common stock issuable upon exercise of the warrants until the expiration of the warrants. However, the Company cannot assure that it will be able to do so and, if the Company does not maintain a current prospectus relating to the common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and the Company will not be required to settle any such warrant exercise. If the prospectus relating to the common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the Company will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless. The private warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the IPO except that the private warrants will be entitled to registration rights. The private warrants (including the common stock issuable upon exercise of the private warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination except to permitted transferees. |
Related Party Transactions
Related Party Transactions | 12 Months Ended | |
Dec. 31, 2023 | Sep. 30, 2023 | |
Related Party Transactions [Line Items] | ||
RELATED PARTY TRANSACTIONS | 16. RELATED PARTY TRANSACTIONS Related parties Name of related parties Relationship with the Company Bitmain Technologies Holding Company and its affiliates (“Bitmain”) Computing Inactive Beijing Technology Ltd (“Computing Inactive”) Related parties of one of the Company’s shareholders An entity controlled by the Company’s principal shareholder Mr. Liang Lu Ultimate controller of the Company Other than disclosed elsewhere, the Company had the following significant related party transactions for the years ended December 31, 2023, 2022 and 2021: As of 2023 2022 2021 US$ US$ US$ Services provided by: – Computing Inactive — — 906,939 – Bitmain 166,540,600 83,877,580 7,007,454 The Company purchased infrastructure hosting services from Bitmain in 2023 and 2022 which amounted to approximately US$166.54 million and US$83.88 million respectively and were recognized in cost of revenues. The Company had the following related party balances as of December 31, 2023 and 2022: As of 2023 2022 US$ US$ Amount due from related parties: – Mr. Liang Lu (ii) 37,730 37,316 Amount due to a related party: – Bitmain (i)(ii) 30,228,914 67,162,189 ____________ (i) (ii) | |
Arisz Acquisition Corp. [Member] | ||
Related Party Transactions [Line Items] | ||
RELATED PARTY TRANSACTIONS | Note 6 — Related Party Transactions Insider Shares On August 5, 2021, the Company issued 1,437,500 -for-1 -allotment -allotment The Initial Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Insider Shares until, with respect to 50% of the Insider Shares, the earlier of six months after the consummation of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading Promissory Note — Related Party On August 5, 2021, the Sponsor agreed to loan the Company up to an aggregate amount of $300,000 to be used, in part, for transaction costs incurred in connection with the IPO (the “Promissory Note”). The Promissory Note is unsecured, interest -free Administrative Services Agreement The Company entered into an administrative services agreement with the Sponsor pursuant to which the Company pays a total of $10,000 per month for office space, administrative and support services. Upon completion of the initial Business Combination or liquidation, the Company will cease paying these monthly fees. However, pursuant to the terms of such agreement, the Sponsor agreed to defer the payment of such monthly fee. Any such unpaid amount will accrue without interest and be due and payable no later than the date of the consummation of the initial Business Combination. For the years ended September 30, 2023 and 2022, the Company incurred $120,000 and $100,000 respectively, in fees for these services, of which $220,000 and $100,000 were included in accounts payable and accrued expenses in the accompanying balance sheets September 30, 2023 and 2022, respectively. |
Major Customers and Suppliers
Major Customers and Suppliers | 12 Months Ended |
Dec. 31, 2023 | |
Major Customers and Suppliers [Abstract] | |
MAJOR CUSTOMERS AND SUPPLIERS | 17. MAJOR CUSTOMERS AND SUPPLIERS The Company has derived a substantial portion of its revenue from sales to a limited number of customers. Sales to BitFuFu’s top three customers contributed 26%, 31% and 51% of its total revenue in 2023, 2022 and 2021 respectively. Although the Company continually seeks to diversify its customer base, it cannot assure you that the proportion of revenue contribution from its major customers to its total revenue will decrease in the future. Dependence on a limited number of major customers to its total revenue exposes the Company to risks of substantial losses if any of them reduces or ceases business collaboration with the Company. The below table represented the customers whose revenue individually accounted for over 5% of the Company’s total revenue in 2023, 2022 and 2021: As of 2023 2022 2021 Customer A 15 % 17 % 30 % Customer B — 5 % 15 % Customer C — — 6 % Customer D 6 % 9 % — Customer E 5 % — — As of December 31, 2023, Customer B accounted for 80% of the Company’s accounts receivable. This is a decrease from December 31, 2022, when Customer B accounted for 95% of the Company’s accounts receivable. The Company relies on a limited number of suppliers to provide it with digital asset mining equipment and hosting facilities at economical prices. In 2023, 2022 and 2021, the Company’s purchase from its largest supplier accounted for 61%, 52% and 7% of its total cost of revenue respectively. The below table represented the suppliers to which cost of revenue was attributed and accounted for over 5% of the Company’s total cost of revenue: As of 2023 2022 2021 Supplier A 13 % 32 % 82 % Supplier B 61 % 52 % 7 % Supplier C 9 % — — |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended | |
Dec. 31, 2023 | Sep. 30, 2023 | |
Fair Value Measurement [Line Items] | ||
FAIR VALUE MEASUREMENT | 18. FAIR VALUE MEASUREMENT Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values: Level 1: Level 2: Level 3: In addition to recurring fair value measurements of assets and liabilities, we also measure certain non -financial -recurring Assets and liabilities not measured at fair value on a recurring basis As of December 31, 2023 and 2022, the fair value of cash and cash equivalents, accounts receivables, net, prepayments to suppliers, other current assets, accounts payables, contract liabilities, accrued expenses and amount due from/due to related parties approximated their carrying values because of the short -term The carrying amounts of long -term | |
Arisz Acquisition Corp. [Member] | ||
Fair Value Measurement [Line Items] | ||
FAIR VALUE MEASUREMENT | Note 9 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following tabled present information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2023 and 2022 indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. September 30, Quoted Significant Significant Assets Trust Account – U.S. Treasury Securities Money Market Fund $ 34,107,463 $ 34,107,463 — — September 30, Quoted Significant Significant Assets Trust Account – U.S. Treasury Securities Money Market Fund $ 69,418,075 $ 69,418,075 — — |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended | |
Dec. 31, 2023 | Sep. 30, 2023 | |
Commitments and Contingencies [Line Items] | ||
COMMITMENTS AND CONTINGENCIES | 19. COMMITMENTS AND CONTINGENCIES On November 6, 2023, Ethereal Singapore was named as a defendant in a lawsuit filed in the United States Bankruptcy Court for the District of Delaware. The lawsuit relates to an alleged agreement to sell at a discount of Ethereal Singapore’s creditor claim against FTX’s bankruptcy estate. The plaintiff seeks specific performance by Ethereal Singapore to complete the transfer of the subject claim to the plaintiff or, alternatively, damages in an amount equal to the difference between the alleged purchase prices of the subject claim and the ultimate amounts distributed by the FTX bankruptcy estate on the account of that claim. As discussed in Note 6, as a result of the FTX bankruptcy proceeding, we recorded 100% impairment loss for the claim of US$9.8 million in 2022 (measured using the carrying value of Bitcoin as of December 31, 2022) on assets, including the underlying assets of this lawsuit’s subject claim, held at FTX. On March 1, 2024, the Bankruptcy Court for the District Delaware approved the parties’ stipulation to transfer the case to the Southern District of New York. While the Company intends to defend such lawsuit vigorously, the Company cannot accurately predict the outcome of such ongoing litigation, or estimate the magnitude of such outcome, due to its early stage. | |
Arisz Acquisition Corp. [Member] | ||
Commitments and Contingencies [Line Items] | ||
COMMITMENTS AND CONTINGENCIES | Note 7 — Commitments and Contingencies Registration Rights The holders of the insider shares, the private units, securities underlying the Unit Purchase Option and any units that may be issued upon conversion of working capital loans or extension loans (and any securities underlying the private units or units issued upon conversion of the working capital loans or extension loans) will be entitled to registration rights pursuant to a registration rights agreement signed prior to or on the effective date of IPO requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to two demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy -back Right of First Refusal The Company has granted Chardan for a period of 24 months after the date of the consummation of the Company’s Business Combination, a right of first refusal to act as book -running Underwriting Agreement The Company has granted Chardan, the representative of the underwriters, a 45 -day -allotments The underwriters were paid a cash underwriting discount of 2.5% of the gross proceeds of the IPO (including the exercise of the over -allotment -allotment Unit Purchase Option The Company sold to Chardan (and/or its designees), for $100, an option (the “Unit Purchase Option”) to purchase 115,000 units (as the over -allotment -day -up -year -day Deferred Legal Fees The Company engaged a legal counsel firm for legal advisory services, and the legal counsel agreed to defer their fees in excess of $200,000. The deferred fee will become payable in the event that the Company completes a Business Combination. As of September 30, 2023 and December 31, 2022, the Company had deferred legal fees of approximately $1.62 million and none |
Subsequent Events
Subsequent Events | 12 Months Ended | |
Dec. 31, 2023 | Sep. 30, 2023 | |
Subsequent Events [Line Items] | ||
SUBSEQUENT EVENTS | 20. SUBSEQUENT EVENTS The Company has assessed all subsequent events that occurred from December 31, 2023, up through April (1) -owned The listed company following the Business Combination is BitFuFu Inc., and its Class A ordinary shares and warrants commenced trading on the Nasdaq Stock Market under the ticker symbols “FUFU” and “FUFUW”, starting March 1, 2024. The Business Combination will be accounted for as a reverse recapitalization in accordance with US GAAP. (2) | |
Arisz Acquisition Corp. [Member] | ||
Subsequent Events [Line Items] | ||
SUBSEQUENT EVENTS | Note 13 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Other than described below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. On October 18, 2023, November 17, 2023 and December 18, 2023, Arisz deposited $120,000 each time into the Trust Account to extend the period of time Arisz has to complete a business combination from October 22, 2023 to January 22, 2024. On October 30, 2023, Arisz received $450,000, the fifth installment of the Loan, from BitFuFu. On November 15, 2023, Arisz entered into Amendment No. 1 to the Investment Management Trust Agreement, dated as of November 17, 2021, by and between the Company and Continental Stock Transfer & Trust Company, to allow for the funds in the Trust Account to be held in an interest -bearing In addition, in order to mitigate the potential risks of being deemed to have been operating as an unregistered investment company for purposes of the Investment Company Act of 1940, as amended (the “Investment Company Act”), the Company has determined to instruct Continental Stock Transfer & Trust Company, to liquidate the U.S. government treasury obligations and money market funds held in the Trust Account and to hold all funds in the Trust Account in cash in an interest -bearing |
Organization and Business Opera
Organization and Business Operation | 12 Months Ended |
Sep. 30, 2023 | |
Arisz Acquisition Corp. [Member] | |
Organization and Business Operation [Line Items] | |
Organization and Business Operation | Note 1 — Organization and Business Operation Arisz Acquisition Corp. (“Arisz” or the “Company”) is a blank check company incorporated as a Delaware corporation on July 21, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (“Business Combination”). The Company has selected September 30 as its fiscal year end. As of September 30, 2023, the Company had not commenced any operations. All activities through September 30, 2023 have been limited to organizational activities as well as activities related to the Initial Public Offering (“IPO” as defined below in Note 3). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non -operating The Company’s sponsor is Arisz Investments LLC (the “Sponsor”), a Delaware limited liability company affiliated with the Company’s Chairman and Chief Executive Officer. On January 21, 2022, Arisz entered into a merger agreement with Finfront Holding Company, a Cayman Islands exempted company (the “BitFuFu”), pursuant to which (a) Arisz agreed to form BitFuFu Inc., a Cayman Islands exempted company, as its wholly owned subsidiary (“Purchaser” or “PubCo”), (b) Purchaser would form Boundary Holding Company, a Cayman Islands exempted company, as its wholly owned subsidiary (“Merger Sub”), (c) Arisz will be merged with and into Purchaser (the “Redomestication Merger”), with Purchaser surviving the Redomestication Merger, and (d) Merger Sub will be merged with and into BitFuFu (the “Acquisition Merger”), with the Company surviving the Acquisition Merger as a direct, wholly owned subsidiary of Purchaser (collectively, the “Business Combination”). Following the Business Combination, Purchaser will be a publicly traded company listed on a stock exchange in the United States. On April 4, 2022, each of Arisz and BitFuFu entered into that certain Amendment to the Merger Agreement pursuant to which, among other things, the parties clarified certain Cayman Island corporate law matters by mutual agreement. On July 14, 2022, each of Arisz, BitFuFu, the Purchaser and Arisz’s Sponsor (along with any assignee of Arisz’s Sponsor, the “Buyer”) entered into a backstop agreement (the “Backstop Agreement”) whereby, in connection with the Business Combination, the Buyer has agreed to subscribe for and purchase no less than US$1.25 million worth of shares of Arisz common stock par value $0.0001 per share or Purchaser’s Class A ordinary shares. On October 10, 2022, Arisz and BitFuFu entered into an amendment to the Merger Agreement to provide, among other things: 1) for a loan from BitFuFu to Arisz in the amount of $2,220,000 (the “Loan”) for the purpose of funding Arisz’s extension of the time to consummate a business combination and for working capital purposes, and 2) remove all existing restrictions on 400,000 Insider Shares that are currently subject to transfer restrictions, so that such shares are freely tradeable upon the Closing. The Loan will be funded in three equal installments of $740,000 on each of October 26, 2022, January 26, 2023 and April 26, 2023, and 3) extend the Outside Date to August 1, 2023. On October 10, 2022, Arisz issued an unsecured promissory note to BitFuFu for the amount of the Loan at an interest rate of 3.5% per annum and is due on October 26, 2023. Arisz may elect to issue a number of unregistered shares of its common stock, valued for these purposes at $10.00 per share, the aggregate value of which shall be equal to the outstanding principal amount of the Loan. On October 13, 2022, the parties to the Backstop Agreement entered into a new backstop agreement substantially on the same terms as the Backstop Agreement with the only substantive additional terms being that: 1) the subscription amount is $2.0 million worth of shares and 2) the termination date is the earlier of: (i) the date agreed by the parties thereto in writing and (ii) the date that the Merger Agreement is terminated, on its terms. On October 24, 2022, Arisz received $740,000, the first installment of the Loan, from BitFuFu. On November 9, 2022, Arisz deposited $690,000 into the Trust Account (representing $0.10 per each share of redeemable common stock) to extend the time for Arisz to complete the Business Combination by three months until February 22, 2023. On January 20, 2023, Arisz received $740,000, the second installment of the Loan, from BitFuFu. On February 7, 2023, the Company notified the trustee of its intent to extend the time available to the Company to consummate a business combination from February 22, 2023 to May 22, 2023 (the “Extension”). The Extension is the second of up to two three -month On February 9, 2023, Arisz deposited $690,000 into the Trust Account (representing $0.10 per each share of redeemable common stock) to extend the time for Arisz to complete the Business Combination by three months until May 22, 2023. On April 19, 2023, Arisz filed with the SEC, and mailed to its stockholders of record as of April 6, 2023, a notice of meeting, proxy statement and proxy card, with respect to a special meeting of Arisz stockholders to be held on May 11, 2023, and which included proposals to amend Arisz’s charter in order to extend the time it has to complete its initial business combination up to nine (9) times with each extension allowing for an additional one (1) month period from May 22, 2023 to February 22, 2024, provided that Arisz contributes to the Trust Account $120,000 for each one -month -to-month -needed On April 24, 2023, Arisz and BitFuFu entered into Amendment No. 3 to the Merger Agreement to provide, among other things: 1) to reduce the amount of the Loan from $2,220,000 to $1,930,000 for the purpose of funding Arisz’s extension of the time to consummate a business combination and for working capital purposes and 2) that the third installment of the loan will be in the amount of $450,000. On April 25, 2023, Arisz received $450,000, the third installment of the Loan, from BitFuFu. On May 11, 2023, Arisz held a special meeting of stockholders to consider, among other things, proposals to amend Arisz’s charter in order to extend the time it has to complete its initial business combination up to nine (9) times with each extension allowing for an additional one (1) month period from May 22, 2023 to February 22, 2024, provided that Arisz contributes to the Trust Account $120,000 for each one -month -to-month -needed In connection with the special meeting, 3,745,635 In connection with the special meeting, in each of May, June, July, August, September, October, November and December 2023, Arisz timely deposited $120,000 into Arisz’s trust account, thereby extending the date by which an initial business combination may be consummated. As such, Arisz has until January 22, 2024 to consummate its initial business combination, unless the Sponsor elects to further extend, to as late as February 22, 2024. On July 28, 2023, Arisz and BitFuFu entered into Amendment No. 4 to the Merger Agreement (“Amendment No. 4”) to provide, among other things: (1) that the Outside Date for the completion of the Corporation’s business combination, as defined therein be extended from August 1, 2023 to November 17, 2024 and (2) for an amendment to the loan installment of $360,000 to be extended on each of August 2, 2023, November 2, 2023, February 2, 2024, May 2, 2024 and August 2, 2024) to be used to cover the extension costs, and the remaining balance of each loan installment to be used for working capital. In accordance therewith, on July 28, 2023, Arisz and the Company amended and restated the BitFuFu Note. Financing The registration statement for the Company’s IPO became effective on November 17, 2021. On November 22, 2021 the Company consummated the IPO of 6,000,000 units (which did not include the exercise of the over -allotment Concurrently, the Company repaid $105,000 to the Sponsor, under related party loan evidenced by promissory note issued on August 5, 2021. The Company granted the underwriters a 45 -day -allotments -allotment -allotment -allotment Transaction costs amounted to $5,587,733, consisting of $1,725,000 of underwriting fees, $2,587,500 of deferred underwriting fees (payable only upon completion of a Business Combination) and $1,275,233 of other offering costs. Trust Account Upon closing of the IPO, the Private Units, the sale of the Over -allotment -based -7 Business Combination Pursuant to NASDAQ listing rules, the Company’s initial Business Combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of the funds in the Trust account (excluding any taxes payable on the income earned on the Trust account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for its initial business combination, although the Company may structure a business combination with one or more target businesses whose fair market value significantly exceeds 80% of the trust account balance. If the Company is no longer listed on NASDAQ, it will not be required to satisfy the 80% test. The public shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and any of the Company’s officers or directors that may hold Insider Shares (as defined in Note 5) (the “Initial Stockholders”) and Chardan have agreed (a) to vote their Insider Shares, Private Shares (as defined in Note 4) and any public shares purchased during or after the IPO in favor of approving a Business Combination and (b) not to convert any shares (including the Insider Shares) in connection with a stockholder vote to approve, or sell the shares to the Company in any tender offer in connection with, a proposed Business Combination. The Company will provide its holders of the outstanding public shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their public shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per public share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income tax obligations). If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the public shares, without the prior consent of the Company. The Initial Stockholders and Chardan have agreed (a) to waive their redemption rights with respect to the Insider Shares, Private Shares, Underwriter Shares and public shares held by them in connection with the completion of a Business Combination and (b) not to propose, or vote in favor of, an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their public shares in conjunction with any such amendment. The Company initially has 18 months from the closing of the IPO to consummate a Business Combination. If the Company anticipates that it may not be able to consummate initial business combination within 18 months, the Company’s insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business combination up to nine (9) times with each extension allowing for an additional one (1) month period from May 22, 2023 to February 22, 2024 (the “Combination Period”). In connection with the special meeting, in each of May, June, July, August, September, October, November and December 2023, Arisz timely deposited $120,000 into Arisz’s trust account, thereby extending the business combination period to January 22, 2024, unless the Sponsor elects to further extend, to as late as February 22, 2024. Liquidation If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per -share aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable, and less certain amount of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and Chardan have agreed to waive their liquidation rights with respect to the Insider Shares and Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or underwriters acquires public shares in or after the IPO, such public shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. Liquidity and Going Concern As of September 30, 2023, we had cash of $215,059 and a working capital deficit of $2,911,056 (excluding income tax and franchise tax payable). In connection with the shareholder special meeting on May 11, 2023, in each of May, June, July, August, September, October, November and December 2023, the Company deposited $120,000 per deposit into the Trust Account to extend the time for Arisz to complete the Business Combination until January 22, 2024. It is uncertain that the Company will be able consummate a Business Combination by the extended date (or February 22, 2024 if the Sponsor elects to extend the consummation deadline). Moreover, Arisz may need to obtain additional financing either to complete its Business Combination or because it becomes obligated to redeem a significant number of public shares upon consummation of its Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. If a Business Combination is not consummated by February 22, 2024, there will be a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014 -15 Risks and Uncertainties In February 2022, an armed conflict escalated between Russia and Ukraine. The sanctions announced by the United States and other countries against Russia and Belarus following Russia’s invasion of Ukraine to date include restrictions on selling or importing goods, services, or technology in or from affected regions and travel bans and asset freezes impacting connected individuals and political, military, business, and financial organizations in Russia and Belarus. The United States and other countries could impose wider sanctions and take other actions should the conflict further escalate. Separately, in October 2023, Israel and certain Iranian -backed As a result of the ongoing Russia/Ukraine, Hamas/Israel conflicts and/or other future global conflicts, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third -party Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. At this time, it has been determined that the IR Act tax provisions would have an impact to the Company’s fiscal 2023 tax provision as there were redemptions by the public stockholders in May 2023; as a result, the Company recorded a $391,931 excise tax liability as of September 30, 2023. The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements - Arisz Acquisition Corp. [Member] | 12 Months Ended |
Sep. 30, 2023 | |
Restatement of Previously Issued Financial Statements [Line Items] | |
Restatement of Previously Issued Financial Statements | Note 2 — Restatement of Previously Issued Financial Statements During the preparation of this Annual Report on Form 10 -K In accordance with Staff Accounting Bulletin (“SAB”) -months -months |
Previously Reported [Member] | |
Restatement of Previously Issued Financial Statements [Line Items] | |
Restatement of Previously Issued Financial Statements | Note 12 — Restatement of Previously Issued Financial Statements The following tables present the impact of the restatement adjustments disclosed in Note 2 — Restatement of Previously Issued Financial Statements, to the previously reported financial information as of and for the fiscal year ended September 30, 2022, and quarters ended December 31, 2022, March 31, 2023, and June 30, 2023. Restated Statements of Stockholders’ Deficit are not presented as all impacted items on those statements, Net Income (Loss), Accumulated Deficit, and Total Stockholders’ Deficit, are presented within the following tables. Previously Adjustments Restated Assets Current assets: Cash $ 173,789 $ — $ 173,789 Prepaid expenses 16,836 — 16,836 Total Current Assets 190,625 190,625 Investments held in Trust Account 69,286,800 131,275 69,418,075 Total Assets $ 69,477,425 $ 131,275 $ 69,608,700 Liabilities, Temporary Equity, and Stockholders’ Deficit Current liabilities: Accounts payable and accrued expenses $ 103,063 $ — $ 103,063 Franchise tax payable 46,800 — 46,800 Income tax payable 49,057 27,568 76,625 Total Current Liabilities 198,920 27,568 226,488 Deferred underwriting fee payable 2,587,500 — 2,587,500 Total Liabilities 2,786,420 27,568 2,813,988 Commitments and Contingencies Common stock subject to possible redemption, 6,900,000 shares at redemption value of $10.06 per share 69,286,800 131,275 69,418,075 Stockholders’ Deficit Common stock, $0.0001 par value; 15,000,000 shares authorized; 2,001,389 shares (excluding 6,900,000 shares subject to possible redemption) issued and outstanding 200 — 200 Accumulated deficit (2,595,995 ) (27,568 ) (2,623,563 ) Total Stockholders’ Deficit (2,595,795 ) (27,568 ) (2,623,363 ) Total Liabilities, Temporary Equity, and Stockholders’ Deficit $ 69,477,425 $ 131,275 $ 69,608,700 For the Year Ended Previously Reported Adjustments Restated General and administrative expenses $ 544,157 $ — $ 544,157 Franchise tax expense 53,194 — 53,194 Loss from Operations (597,351 ) — (597,351 ) Other income: Interest earned on investments held in Trust Account 286,800 131,275 418,075 Income before income taxes (310,551 ) 131,275 (179,276 ) Income tax provision (49,057 ) (27,568 ) (76,625 ) Net loss $ (359,608 ) $ 103,707 $ (255,901 ) Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 5,893,151 — 5,893,151 Basic and diluted net income per share, common stock subject to possible redemption $ 0.57 $ 0.01 $ 0.58 Basic and diluted weighted average shares outstanding, non-redeemable common stock 1,961,132 — 1,961,132 Basic and diluted net loss per share, non-redeemable common stock $ (1.88 ) $ (0.01 ) $ (1.89 ) For the Year Ended Previously Reported Adjustments Restated Cash Flows from Operating Activities: Net loss $ (359,608 ) $ 103,707 $ (255,901 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Interest earned on investments held in Trust Account (286,800 ) (131,275 ) (418,075 ) Changes in operating assets and liabilities: Prepaid expenses (16,836 ) — (16,836 ) Accounts payable and accrued expenses 82,573 — 82,573 Income tax payable 49,057 — 49,057 Franchise tax payable 46,800 27,568 76,625 Net cash used in operating activities (484,814 ) — (484,814 ) Cash Flows from Investing Activities: Purchase of investment held in Trust Account (69,000,000 ) — (69,000,000 ) Net cash used in investing activities (69,000,000 ) — (69,000,000 ) Cash Flows from Financing Activities: Proceeds from sale of public units through public offering 69,000,000 — 69,000,000 Proceeds from sale of private placement units 2,763,886 — 2,763,886 Proceeds from sale of unit purchase option 100 — 100 Repayment of promissory note to related party (105,000 ) — (105,000 ) Payment of underwriters’ commissions (1,725,000 ) — (1,725,000 ) Payment of deferred offering costs (350,383 ) — (350,383 ) Net cash provided by financing activities 69,583,603 — 69,583,603 Net Change in Cash 98,789 — 98,789 Cash, Beginning of the Year 75,000 — 75,000 Cash, End of the Year $ 173,789 $ — $ 173,789 Supplemental Disclosure of Non-cash Financing Activities Initial classification of common stock subject to redemption $ 59,614,985 $ — $ 59,614,985 Deferred underwriting fee $ 2,587,500 $ — $ 2,587,500 Remeasurement of common stock to redemption value $ 14,432,564 $ 131,275 $ 14,563,839 Previously Reported Adjustments Restated Assets Current assets: Cash $ 165,606 $ — $ 165,606 Prepaid expenses 11,145 — 11,145 Total Current Assets 176,751 — 176,751 Investments held in Trust Account 70,463,045 226,316 70,689,361 Total Assets $ 70,639,796 $ 226,316 $ 70,866,112 Liabilities, Temporary Equity, and Stockholders’ Deficit Current liabilities: Accounts payable and accrued expenses $ 221,982 $ — $ 221,982 Interest payable 4,825 — 4,825 Franchise tax payable 58,800 — 58,800 Income tax payable 148,310 19,959 168,269 Promissory note – Bitfufu 740,000 — 740,000 Total Current Liabilities 1,173,917 19,959 1,193,876 Deferred underwriting fee payable 2,587,500 — 2,587,500 Total Liabilities 3,761,417 19,959 3,781,376 Commitments and Contingencies Common stock subject to possible redemption, 6,900,000 shares at redemption value of $10.24 per share 70,463,045 226,316 70,689,361 Stockholders’ Deficit Common stock, $0.0001 par value; 15,000,000 shares authorized; 2,001,389 shares (excluding 6,900,000 shares subject to possible redemption) issued and outstanding 200 — 200 Accumulated deficit (3,584,866 ) (19,959 ) (3,604,825 ) Total Stockholders’ Deficit (3,584,666 ) (19,959 ) (3,604,625 ) Total Liabilities, Temporary Equity, and Stockholders’ Deficit $ 70,639,796 $ 226,316 $ 70,866,112 For the Three Months Ended Previously Reported Adjustments Restated General and administrative expenses $ 187,618 $ — $ 187,618 Franchise tax expense 12,000 — 12,000 Loss from Operations (199,618 ) — (199,618 ) Other income: Interest earned on investments held in Trust Account 486,246 95,041 581,287 Income before income taxes 286,628 95,041 381,669 Income tax provision (99,253 ) (19,959 ) (119,212 ) Net Income $ 187,375 $ 75,082 $ 262,457 Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 6,900,000 — 6,900,000 Basic and diluted net income per share, common stock subject to possible redemption $ 0.06 $ 0.01 $ 0.07 Basic and diluted weighted average shares outstanding, non-redeemable common stock 2,001,389 — 2,001,389 Basic and diluted net loss per share, non-redeemable common stock $ (0.11 ) $ — $ (0.11 ) For the Three Months Ended Previously Reported Adjustments Restated Cash Flows from Operating Activities: Net income $ 187,375 $ 75,082 $ 262,457 Adjustments to reconcile net income (loss) to net cash used in operating activities: Interest earned on investments held in Trust Account (486,246 ) (95,041 ) (581,287 ) Changes in operating assets and liabilities: Prepaid expenses 5,691 — 5,691 Accounts payable and accrued expenses 118,919 — 118,919 Interest payable 4,825 — 4,825 Income tax payable 99,253 19,959 119,212 Franchise tax payable 12,000 — 46,800 Net cash used in operating activities (58,183 ) — (58,183 ) Cash Flows from Investing Activities: Cash deposited in Trust Account for extension (690,000 ) — (690,000 ) Net cash provided by (used in) investing activities (690,000 ) — (690,000 ) Cash Flows from Financing Activities: Proceeds from issuance of promissory note to Bitfufu 740,000 — 740,000 Net cash provided by (used in) financing activities 740,000 — 740,000 Net Change in Cash (8,183 ) — (8,183 ) Cash, Beginning of the Period 173,789 — 173,789 Cash, End of the Period $ 165,606 $ — $ 165,606 Supplemental Disclosure of Non-cash Financing Activities Deferred underwriting fee $ 2,587,500 $ — $ 2,587,500 Remeasurement of common stock to redemption value $ 1,176,246 $ 95,041 $ 1,271,287 Previously Reported Adjustments Restated Assets Current assets: Cash $ 7,409 $ — $ 7,409 Prepaid expenses 64,061 — 64,061 Total Current Assets 71,470 — 71,470 Investments held in Trust Account 71,752,184 271,857 72,024,041 Total Assets $ 71,823,654 $ 271,857 $ 72,095,511 Liabilities, Temporary Equity, and Stockholders’ Deficit Current liabilities: Accounts payable and accrued expenses $ 186,748 $ — $ 186,748 Interest payable 16,179 — 16,179 Franchise tax payable 24,100 — 24,100 Income tax payable 244,419 29,522 273,941 Promissory note – Bitfufu 1,480,000 — 1,480,000 Total Current Liabilities 1,951,446 29,522 1,980,968 Deferred underwriting fee payable 2,587,500 — 2,587,500 Total Liabilities 4,538,946 29,522 4,568,468 Commitments and Contingencies Common stock subject to possible redemption, 6,900,000 shares at redemption value of $10.44 per share 71,752,184 271,857 72,024,041 Stockholders’ Deficit Common stock, $0.0001 par value; 15,000,000 shares authorized; 2,001,389 shares (excluding 6,900,000 shares subject to possible redemption) issued and outstanding 200 — 200 Accumulated deficit (4,467,676 ) (29,522 ) (4,497,198 ) Total Stockholders’ Deficit (4,467,476 ) (29,522 ) (4,496,998 ) Total Liabilities, Temporary Equity, and Stockholders’ Deficit $ 71,823,654 $ 271,857 $ 72,095,511 For the Three Months Ended Previously Reported Adjustments Restated General and administrative expenses $ 141,380 $ — $ 141,380 Franchise tax expense 12,100 — 12,100 Loss from Operations (153,480 ) — (153,480 ) Other income: Interest earned on investments held in Trust Account 704,974 45,541 750,515 Income before income taxes 551,494 45,541 597,035 Income tax provision (145,166 ) (9,564 ) (154,730 ) Net Income $ 406,328 $ 35,977 $ 442,305 Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 6,900,000 — 6,900,000 Basic and diluted net income per share, common stock subject to possible redemption $ 0.09 $ — $ 0.09 Basic and diluted weighted average shares outstanding, non-redeemable common stock 2,001,389 — 2,001,389 Basic and diluted net loss per share, non-redeemable common stock $ (0.10 ) $ — $ (0.10 ) For the Six Months Ended Previously Reported Adjustments Restated General and administrative expenses $ 328,998 $ — $ 328,998 Franchise tax expenses 24,100 — 24,100 Loss from Operations (353,098 ) — (353,098 ) Other income: Interest earned on investments held in Trust Account 1,191,220 140,582 1,331,802 Income before income taxes 838,122 140,582 978,704 Income tax provision (244,419 ) (29,522 ) (273,941 ) Net Income $ 593,703 $ 111,060 $ 704,763 Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 6,900,000 — 6,900,000 Basic and diluted net income per share, common stock subject to possible redemption $ 0.15 $ 0.01 $ 0.16 Basic and diluted weighted average shares outstanding, non-redeemable common stock 2,001,389 — 2,001,389 Basic and diluted net loss per share, non-redeemable common stock $ (0.21 ) $ — $ (0.21 ) For the Six Months Ended Previously Reported Adjustments Restated Cash Flows from Operating Activities: Net income $ 593,703 $ 111,060 $ 704,763 Adjustments to reconcile net income (loss) to net cash used in operating activities: Interest earned on investments held in Trust Account (1,191,220 ) (140,582 ) (1,331,802 ) Changes in operating assets and liabilities: Prepaid expenses (47,225 ) — (47,225 ) Accounts payable and accrued expenses 83,685 83,685 Interest payable 16,179 — 16,179 Income tax payable 195,362 29,522 224,884 Franchise tax payable (22,700 ) — (22,700 ) Net cash used in operating activities (372,216 ) — (372,216 ) Cash Flows from Investing Activities: Cash deposited in Trust Account for extension (1,380,000 ) — (1,380,000 ) Cash withdrawn from Trust Account to pay franchise tax and income taxes 105,836 — 105,836 Net cash provided by (used in) investing activities (1,274,164 ) — (1,274,164 ) Cash Flows from Financing Activities: Proceeds from issuance of promissory note to Bitfufu 1,480,000 — 1,480,000 Net cash provided by financing activities 1,480,000 — 1,480,000 Net Change in Cash (166,380 ) — (166,380 ) Cash, Beginning of the Period 173,789 — 173,789 Cash, End of the Period $ 7,409 $ — $ 7,409 Supplemental Disclosure of Non-cash Financing Activities Remeasurement of common stock to redemption value $ 2,465,384 $ 140,582 $ 2,605,966 Previously Reported Adjustments Restated Assets Current assets: Cash $ 158,698 $ — $ 158,698 Prepaid expenses 46,720 — 46,720 Total Current Assets 205,418 — 205,418 Investments held in Trust Account 33,185,036 129,527 33,314,563 Total Assets $ 33,390,454 $ 129,527 $ 33,519,981 Liabilities, Temporary Equity, and Stockholders’ Deficit Current liabilities: Accounts payable and accrued expenses $ 283,584 $ — $ 283,584 Interest payable 31,756 — 31,756 Franchise tax payable 13,900 — 13,900 Income tax payable 45,554 (367 ) 45,187 Excise tax payable 391,931 — 391,931 Promissory note – Bitfufu 1,930,000 — 1,930,000 Total Current Liabilities 2,696,725 (367 ) 2,696,358 Deferred underwriting fee payable 2,587,500 — 2,587,500 Total Liabilities 5,284,225 (367 ) 5,283,858 Commitments and Contingencies Common stock subject to possible redemption, 3,154,365 shares at redemption value of $10.56 per share 33,185,036 129,527 33,314,563 Stockholders’ Deficit Common stock, $0.0001 par value; 15,000,000 shares authorized; 2,001,389 shares (excluding 3,154,365 shares subject to possible redemption) issued and outstanding 200 — 200 Accumulated deficit (5,079,007 ) 367 (5,078,640 ) Total Stockholders’ Deficit (5,078,807 ) 367 (5,078,440 ) Total Liabilities, Temporary Equity, and Stockholders’ Deficit $ 33,390,454 $ 129,527 $ 33,519,981 For the Three Months Ended Previously Reported Adjustments Restated General and administrative expenses $ 188,542 $ — $ 188,542 Franchise tax expense 9,800 — 9,800 Loss from Operations (198,342 ) — (198,342 ) Other income: Interest earned on investments held in Trust Account 763,986 (142,330 ) 621,656 Income before income taxes 565,644 (142,330 ) 423,314 Income tax provision (159,055 ) 29,889 (129,166 ) Net Income $ 406,589 $ (112,441 ) $ 294,148 Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 4,800,798 — 4,800,798 Basic and diluted net income per share, common stock subject to possible redemption $ 0.10 $ (0.03 ) $ 0.07 Basic and diluted weighted average shares outstanding, non-redeemable common stock 2,001,389 — 2,001,389 Basic and diluted net loss per share, non-redeemable common stock $ (0.03 ) $ — $ (0.03 ) For the Nine Months Ended Previously Reported Adjustments Restated General and administrative expenses $ 517,538 $ — $ 517,538 Franchise tax expense 33,900 — 33,900 Loss from Operations (551,438 ) — (551,438 ) Other income: Interest earned on investments held in Trust Account 1,955,206 (1,748 ) 1,953,458 Income before income taxes 1,403,768 (1,748 ) 1,402,020 Income tax provision (403,474 ) 367 (403,107 ) Net Income $ 1,000,294 $ (1,381 ) $ 998,913 Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 6,200,266 — 6,200,266 Basic and diluted net income per share, common stock subject to possible redemption $ 0.24 $ — $ 0.24 Basic and diluted weighted average shares outstanding, non-redeemable common stock 2,001,389 — 2,001,389 Basic and diluted net loss per share, non-redeemable common stock $ (0.25 ) $ — $ (0.25 ) For the Nine Months Ended Previously Reported Adjustments Restated Cash Flows from Operating Activities: Net income $ 1,000,294 $ (1,381 ) $ 998,913 Adjustments to reconcile net income (loss) to net cash used in operating activities: Interest earned on investments held in Trust Account (1,955,206 ) 1,748 (1,953,458 ) Changes in operating assets and liabilities: Prepaid expenses (29,884 ) — (29,884 ) Accounts payable and accrued expenses 180,520 — 180,520 Interest payable 31,756 — 31,756 Income tax payable (3,503 ) (367 ) (3,870 ) Franchise tax payable (32,900 ) — (32,900 ) Net cash used in operating activities (808,923 ) — (808,923 ) Cash Flows from Investing Activities: Cash deposited in Trust Account for extension (1,620,000 ) — (1,620,000 ) Cash withdrawn from Trust Account to pay franchise tax and income taxes 483,832 — 483,832 Cash withdrawn from Trust Account for public stockholder redemptions 39,193,137 — 39,193,137 Net cash provided by investing activities 38,056,969 — 38,056,969 Cash Flows from Financing Activities: Proceeds from issuance of promissory note to Bitfufu 1,930,000 — 1,930,000 Payment to redeemed public stockholders (39,193,137 ) — 39,193,137 Net cash used in financing activities (37,263,137 ) — (37,263,137 ) Net Change in Cash (15,091 ) — (15,091 ) Cash, Beginning of the Period 173,789 — 173,789 Cash, End of the Period $ 158,698 $ — $ 158,698 Supplemental Disclosure of Non-cash Financing Activities Remeasurement of common stock to redemption value $ 3,091,374 $ (1,748 ) $ 3,089,625 |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Sep. 30, 2023 | |
Arisz Acquisition Corp. [Member] | |
Initial Public Offering [Line Items] | |
Initial Public Offering | Note 4 — Initial Public Offering Pursuant to the IPO on November 22, 2021, the Company sold 6,000,000 Units at $10.00 per Public Unit, generating gross proceeds of $60,000,000. The Company granted the underwriters a 45 -day -allotments -allotment -twentieth -fourths All of the 6,900,000 Public Shares sold as part of the Public Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation, or in connection with the Company’s liquidation. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 The Company’s redeemable common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 -in As of September 30, 2023 and 2022, the shares of common stock subject to possible redemption reflected on the balance sheets are reconciled in the following table. Gross proceeds $ 69,000,000 Less: Proceeds allocated to Public Warrants (6,658,288 ) Proceeds allocated to Public Rights (2,726,727 ) Offering costs of Public Shares (4,760,749 ) Plus: Remeasurement of carrying value to redemption value 14,563,839 Common stock subject to possible redemption at September 30, 2022 $ 69,418,074 Remeasurement of carrying value to redemption value 3,882,526 Redemption of Public Shares (39,193,137 ) Common stock subject to possible redemption at September 30, 2023 $ 34,107,463 |
Private Placement
Private Placement | 12 Months Ended |
Sep. 30, 2023 | |
Arisz Acquisition Corp. [Member] | |
Private Placement [Line Items] | |
Private Placement | Note 5 — Private Placement Simultaneously with the closing of the IPO, the Sponsor and Chardan (and/or their designees) purchased an aggregate of 253,889 Private Units at a price of $10.00 per Private Unit for an aggregate purchase price of $2,538,886 in a private placement. Upon the closing of the Over -allotment |
Promissory Note to BitFuFu
Promissory Note to BitFuFu | 12 Months Ended |
Sep. 30, 2023 | |
Arisz Acquisition Corp. [Member] | |
Promissory Note to BitFuFu [Line Items] | |
Promissory Note to BitFuFu | Note 11 — Promissory Note to BitFuFu Pursuant to the Merger Agreement, on October 10, 2022, the Company issued an unsecured promissory note to BitFuFu (“BitFufu Note”) up to an aggregate amount of $2,220,000 at an interest rate of 3.5% per annum and is due initially on October 26, 2023, and subsequently extended to November 17, 2024 (see Note 1). Arisz may elect to issue a number of unregistered shares of its common stock, valued for these purposes at $10.00 per share, the aggregate value of which shall be equal to the outstanding principal amount of the Loan to the BitFuFu or its designee in lieu of paying all outstanding principal under BitFufu Note upon the maturity date. On April 24, 2023, Arisz and BitFuFu entered into Amendment No. 3 to the Merger Agreement to provide, among other things, to reduce the amount of the Loan from $2,220,000 to $1,930,000 for the purpose of funding Arisz’s extension of the time to consummate a business combination and for working capital purposes. On July 28, 2023, Arisz and BitFuFu entered into Amendment No. 4 to the Merger Agreement to provide, among other things, to increase the amount of the Loan from $1,930,000 to $4,180,000 for the purpose of funding Arisz’s extension of the time to consummate a business combination and for working capital purposes. The maturity date of the BitFufu Note was extended to November 17, 2024. As of September 30, 2023, $2,380,000 of the BitFufu Note was outstanding with an accrued interest of $51,229. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended | |
Dec. 31, 2023 | Sep. 30, 2023 | |
Accounting Policies, by Policy (Policies) [Line Items] | ||
Basis of presentation | Basis of presentation The accompanying consolidated financial statements of the Company include the financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Significant accounting policies followed by the Company in the preparation of the accompanying consolidated financial statements are summarized below. | |
Principles of consolidation | Principles of consolidation The accompanying consolidated financial statements include the accounts of Bitfufu Inc. and its wholly -owned A subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting power; has the power to appoint or remove the majority of the members of the board of directors (the “Board”); and to cast majority of votes at the meeting of the Board or to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders. | |
Use of estimates | Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenue and expenses during the reported period in the consolidated financial statements and accompanying notes. Significant accounting estimates reflected in the Company’s consolidated financial statements mainly include, but are not limited to, standalone selling price of each distinct performance obligation in revenue recognition, determining the useful lives and recoverability of long -lived | |
Foreign currency | Foreign currency The Company’s reporting currency is the U.S. dollars (“US$”). The functional currency of the Company and its subsidiaries which are incorporated in Cayman Islands, Singapore, United States and Canada are in US$. The determination of the respective functional currency is based on the criteria set out by ASC 830, Foreign Currency Matters. | |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents represent cash on hand, time deposits and highly liquid investments placed with banks or other financial institutions, which are unrestricted as to withdrawal and use, and which have original maturities of three months or less. As of December 31, 2023, and 2022, the Company had cash equivalents of approximately US$32.0 million and US$60.4 million, respectively. | |
Accounts receivable | Accounts receivable The Company’s accounts receivable balance consists of amounts due from its self -mining Based on this model, the Company considers many factors, including the age of the balance, collection history, and current economic trends. Bad debts are written off after all collection efforts have ceased. Allowances for credit losses are recorded as a direct reduction from an asset’s amortized cost basis. For the years ended December 31, 2023 and 2022, the Company did not record any credit recoveries. Based on the Company’s current and historical collection experience, management recorded the balance of allowances for ECL of approximately US$312,000 and US$608,000 as of December 31, 2023 and December 31, 2022, respectively. | |
Digital assets | Digital assets Digital assets are accounted for as indefinite lived intangible assets. They are presented as current assets within the consolidated balance sheets due to the Company’s ability to sell digital assets in a highly liquid marketplace and the intent to sell digital assets to support operations when needed. Digital assets are initially recognized based on the fair value of the digital assets on the date of receipt. Digital assets that are purchased in an exchange of one digital asset for another digital asset are recognized at the fair value of the digital asset received. The Company recognizes realized gains or losses when digital assets are sold on an exchange for other digital assets, or for cash consideration using a first -in -out An intangible asset with an indefinite useful life is not amortized but assessed for impairment whenever events or changes in circumstances occur indicating that it is more likely than not that the indefinite -lived | |
Equipment, net | Equipment, net Equipment is stated at cost less accumulated depreciation and impairment loss, if any. Equipment is depreciated at rates sufficient to write off their costs less impairment and residual value, if any, over their estimated useful lives (3 – 5 years) on a straight -line | |
Impairment of long-lived assets other than goodwill | Impairment of long-lived assets other than goodwill Long -lived There was no impairment charge recognized for the year ended December 31, 2023. However, an impairment charge of approximately US$11.85 million was recognized for the year ended December 31, 2022, due to adverse changes in business climate, including significant and prolonged decline in the price of Bitcoin and resulting decrease in the market price of mining equipment, indicated that an impairment triggering event had occurred. | |
Leases | Leases The Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight -line -line As the lessee, there was no lease assets included on our consolidated balance sheets for leased equipment as of December 31, 2023 and 2022, since all the leases of the Company are less than 12 months, and the Company employed the practical expedient for leases with terms for less than 12 months and did not account for such leases as right of use assets with corresponding lease obligations. | |
Fair value of financial instruments | Fair value of financial instruments Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability. Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value: Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3 — Unobservable inputs which are supported by little or no market activity and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. Financial assets and liabilities of the Company primarily consist of cash and cash equivalents, accounts receivable, deposits and other receivables, accounts payables, other payables and long -term | |
Revenue recognition | Revenue recognition Revenue is recognized when or as the control of the goods or services is transferred to a customer. Depending on the terms of the contract and the laws that apply to the contract, control of the goods and services may be transferred over time or at a point in time. Control of the goods and services is transferred over time if the Company’s performance: (i) (ii) (iii) If a customer pays consideration before the Company transfers a good or service to the customer, the Company presents the contract liability when the payment is made. A contract liability is the Company’s obligation to transfer goods or services to a customer for which the Company has received consideration from the customer. Revenue recognition Cloud mining solutions The Company sells to customer one -stop -mining • • • -cash • • performance monitoring, hash rate stabilization, and connection with mining pools. Thus, the Company creates a one -stop -mining -divided -mining -mining -mining The Company transfers control of cloud mining service over time, because the customer simultaneously receives and consumes the benefits provided by the Company’s performance as it performs. Therefore, the Company satisfies its sole performance obligation over time and recognizes revenue over time by measuring the progress toward complete satisfaction of such performance obligation. The Company’s system records the amount of hash calculations and its actual service time period for each order during each month, and the completion progress of each order’s performance obligation can be calculated according to the proportion of the actual service time period to the whole agreed service period. Hosting services • • • In addition, there is a variable consideration: • • Management has determined that the aforementioned services represent a series of performance obligations that should not be separated and recognize individually, but rather, as a whole over time in accordance with the Hosting Contract entered into by the Company and the customer. The Company typically receives payment upfront for such services and records them to contract liabilities, or the Company deducts service fees daily from the customer’s digital asset deposit in accordance with the Hosting Contract. The revenue is recognized straight -line | |
Leasing of mining equipment | Leasing of mining equipment The Company lease mining equipment to customers with fixed monthly lease payments for an initial short -term -type -line | |
Selling of mining equipment | Sale of mining equipment The Company sells mining equipment to customers. Before the Company receives order from the customers, the Company signed purchase agreement with suppliers and places purchase orders to the suppliers. The mining equipment is usually delivered to the Company one month after the purchase orders are presented to the suppliers. Upon taking control of the mining equipment, title also passes to the Company. The Company has neither an explicit nor implicit repurchase right or obligation for the sold mining equipment. If mining equipment purchased from the suppliers remains unsold, the mining equipment is non -returnable | |
Sourcing commission for mining equipment | Sourcing commission for mining equipment The Company acts as an agent between its customers and digital mining equipment suppliers to facilitate its customers’ purchase of mining equipment from suppliers. When providing sourcing service, the Company matched the demand of its customer with the products of a viable supplier. The Company helped the customer to negotiate procurement price, payment, and other contractual terms, and coordinated the logistics for delivery of the mining equipment to the customers. The mining equipment was directly delivered from the supplier’s factory to the customer. The Company has no control over the mining equipment prior to delivery to the customer as well as no risk and obligation toward those mining equipment. The Company merely recognized commission revenue based on the net revenue amount in this kind of transaction upon the delivery of mining equipment to customers. Payments are typically received in advance and are accounted for as customer deposit liabilities and contract liabilities until delivery, at which point the receipt in advance from customer is offset with the prepayment to the supplier and the difference representing the commission is recognized to revenue. | |
Cryptocurrency self-mining revenue | Cryptocurrency self-mining revenue The Company has entered into framework agreements, as amended from time to time, with mining pool operators to perform hash calculations for the mining pools. Each party has the unilateral right to terminate the contract at any time without any compensation to the other party for such termination. Therefore, the Company has concluded that the duration of the contract is less than 24 hours and that the contract is continuously renew throughout the day. The Company has determined that the mining pool operator’s renewal right is not a material right as the terms, conditions, and compensation amounts are at then market rates. Upon contract termination, the mining pool operator (i.e., the customer) is required to pay the Company any amount due that is related to previously satisfied performance obligations. The Company’s enforceable right to compensation only begins once the Company commences performing hash calculations for the mining pool operators. The Company is entitled to compensation regardless of whether the mining pool operators successfully record a block to the Bitcoin blockchain. Providing a service to perform hash calculations for the pool operators is the only performance obligation in the Company’s arrangements with mining pool operators and is an output of the Company’s ordinary activities. The Company is entitled to a non -cash -hour -Pay-Per-Share FPPS (1) -hour (2) -hour -hour -hour (3) -hour The non -cash -hour For each contract, the Company measures the non -cash -cash -mining | |
Cost of revenues | Cost of revenues The cost of revenues is primarily consistent with the revenue streams. This includes expenses such as leasing of mining equipment, depreciation expenses of self -owned | |
Sales and marketing expenses | Sales and marketing expenses Sales and marketing expenses primarily comprise sales commissions, advertising expenses, marketing and promotional expenses, salaries, and other compensation -related | |
General and administrative expenses | General and administrative expenses General and administrative expenses primarily include salaries, bonuses, and benefits for employees engaged in general corporate functions and those not specifically dedicated to research and development activities. Additionally, these expenses encompass depreciation of fixed assets that are not utilized in research and development activities, legal and other professional services fees, and other general corporate related expenses. | |
Research and development expenses | Research and development expenses Research and development expenses primarily comprise payroll and related personnel costs, as well as technical service fees associated with the enhancement of the Company’s platform and technical system. These expenses are expensed as they are incurred. | |
Income taxes | Income taxes Current income taxes are recorded in accordance with the regulations of the relevant tax jurisdiction. The Company accounts for income taxes under the asset and liability method in accordance with ASC 740, Income Tax, (“ASC 740 — Income Taxes”). Under this method, deferred tax assets and liabilities are recognized for the tax consequences attributable to differences between carrying amounts of existing assets and liabilities in the financial statements and their respective tax basis, and operating loss carry -forwards | |
Comprehensive income | Comprehensive income The Company applies ASC 220, Comprehensive Income | |
Segment reporting | Segment reporting ASC 280, Segment Reporting Based on the criteria established by ASC 280, the chief operating decision maker (“CODM”) has been identified as the Company’s Chief Executive Officer. The CODM has determined that the Company operates as one operating segment as the CODM reviews financial information on a consolidated basis in making decisions regarding resource allocation and performance assessment. | |
Net Income (Loss) per Share | Earnings per share In accordance with ASC Topic 260, Earnings per Share (“ASC 260”), basic earnings per share is computed by dividing net income attributable to ordinary shareholders by the weighted average number of unrestricted ordinary shares outstanding during the year. Diluted earnings per share is calculated by dividing net income attributable to ordinary shareholders as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary share equivalents are excluded from the computation of diluted earnings per share if their effects would be anti -dilutive | |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, digital assets, and accounts receivable. The Company places cash and cash equivalents with financial institutions with high credit ratings and quality. From time to time, the Company’s cash account balances exceed the balances covered by the Federal Deposit Insurance Corporation (“FDIC”) in the US, or the Singapore Deposit Insurance Corporation Limited (SDIC) in Singapore. The Company has never suffered a loss due to such excess balances. The Company conducts credit evaluations of customers, and generally does not require collateral or other security from its customers. The Company establishes an allowance for expected credit losses primarily based upon various factors surrounding the credit risk of specific customers and general economic conditions, to refer to the current expected credit loss policy. The Company held its own digital assets of approximately US$43.98 million and US$8.01 million as of December 31, 2023, and 2022 respectively. | |
Related party transactions | Related party transactions Parties are considered related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions in Note 16 to the financial statements. | |
Recent accounting pronouncements | Recent accounting pronouncements New accounting standards that have not yet been adopted The Company maintains a proactive approach in evaluating the impact of new accounting pronouncements on its financial reporting. Upon identifying potential effects on its financial statements, the Company conducts a thorough analysis to assess the necessary adjustments to its consolidated financial statements. Furthermore, the Company conducts a comprehensive review to understand the implications of the changes and ensures the implementation of appropriate controls to safeguard the accuracy and integrity of its consolidated financial statements. Accounting Standards Update (ASU) 2023-06, Disclosure Improvements — Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative In October 2023, the FASB issued ASU 2023 -06 -X -K -06 Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU 2023 -09 -09 -09 Accounting Standards Update (ASU) 2023-07, Segment Reporting — Improvements to Reportable Segment Disclosures On November 27, the FASB issued ASU 2023 -07 Accounting Standards Update (ASU) No. 2023-08, Intangibles — Goodwill and Other Crypto Assets (Topic 350-60): Accounting for and Disclosure of Crypto Assets ASU 2023 -08 -08 -useful -less-impairment The amendments in this ASU are effective for all entities for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued (or made available for issuance). If amendments are adopted in an interim period, they must be adopted as of the beginning of the fiscal year that includes that interim period. The amendments in this ASU require a cumulative -effect | |
Arisz Acquisition Corp. [Member] | ||
Accounting Policies, by Policy (Policies) [Line Items] | ||
Use of estimates | Use of Estimates In preparing these financial statements in conformity with U.S. GAAP, the Company’s management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | |
Cash and cash equivalents | Cash and Cash Equivalents The Company considers all short -term | |
Income taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes (“ASC 740”)”. ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States and the State of New York as its only “major” tax jurisdictions. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | |
Net Income (Loss) per Share | Net Income (Loss) per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share”. The statements of operations include a presentation of income (loss) per redeemable share and income (loss) per non -redeemable -class -redeemable -redeemable -redeemable The net income (loss) per share presented in the statements of operations is based on the following: For the For the Net income (loss) $ 1,216,880 $ (255,901 ) Remeasurement of common stock to redemption value (1) (3,882,526 ) (14,563,839 ) Net loss including remeasurement of common stock to redemption value $ (2,665,646 ) $ (14,819,740 ) For the Year Ended Redeemable shares Non-redeemable shares Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including remeasurement of common stock $ (1,947,991 ) $ (717,655 ) Remeasurement of common stock to redemption value (1) 3,882,526 — Allocation of net income (loss) $ 1,934,535 $ (717,655 ) Denominators: Weighted-average shares outstanding 5,432,532 2,001,389 Basic and diluted net income (loss) per share $ 0.36 $ (0.36 ) For the Year Ended Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including remeasurement of common stock $ (11,119,406 ) $ (3,700,334 ) Remeasurement of common stock to redemption value (1) 14,563,839 — Allocation of net income (loss) $ 3,444,433 $ (3,700,334 ) Denominators: Weighted-average shares outstanding 5,893,151 1,961,132 Basic and diluted net income/(loss) per share $ 0.58 $ (1.89 ) (1) | |
Concentration of credit risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution and money market funds held in the Trust Account. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | |
Recent accounting pronouncements | Recent Accounting Standards In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020 -06 -20 -40 -06 -06 -06 -converted -06 Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | |
Basis of presentation | Basis of Presentation The accompanying audited financial statements are presented in U.S. Dollars and in conformity the U.S. GAAP and pursuant to the rules and regulations of the SEC. Accordingly, they include all of the information and footnotes required by the U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. | |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging | |
Investments held in Trust Account | Investments held in Trust Account As of September 30, 2023 and 2022, the Company’s portfolio of investments is comprised of money market funds that invest in U.S. government securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest earned on investments held in the Trust Account in the accompanying statements of operations. | |
Offering Costs | Offering Costs The Company complies with the requirements of ASC 340 -10-S99-1 | |
Warrants | Warrants The Company accounts for warrants as either equity -classified -classified For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non -cash | |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, shares of common stock subject to possible redemption are presented at redemption value of $10.81 and $10.06 per share, as of September 30, 2023 and 2022, respectively, as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of shares of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid -in | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short -term |
Organization (Tables)
Organization (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization [Abstract] | |
Schedule of Company’s Principal Subsidiaries | As of the date of this report, the details of the Company’s principal subsidiaries are as follows: Entity Date of incorporation/ acquisition Place of incorporation Percentage of direct or indirect ownership by the Company Principal activities Direct Subsidiaries: Finfront Holding Company (“Finfront”) July 22, 2021 Cayman Islands 100% Investment holding Ethereal Tech Pte. Ltd. (“Ethereal Singapore”) October 22, 2021 Singapore 100% Provision of cloud mining services, miner hosting services, mining equipment sales and lease and sourcing services for mining equipment sales Ethereal Tech US Corporation (“Ethereal US”) December 15, 2021 United States 100% Provision of self -mining Lonshi Tech Canada Limited (“Lonshi”) November 22, 2022 Canada 100% Dormant |
Significant Accounting Policies
Significant Accounting Policies (Tables) - Arisz Acquisition Corp. [Member] | 12 Months Ended |
Sep. 30, 2023 | |
Significant Accounting Policies (Tables) [Line Items] | |
Schedule of Net Income (Loss) Per Share | The net income (loss) per share presented in the statements of operations is based on the following: For the For the Net income (loss) $ 1,216,880 $ (255,901 ) Remeasurement of common stock to redemption value (1) (3,882,526 ) (14,563,839 ) Net loss including remeasurement of common stock to redemption value $ (2,665,646 ) $ (14,819,740 ) (1) |
Schedule of Basic and Diluted Net Income (Loss) Per Share | For the Year Ended Redeemable shares Non-redeemable shares Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including remeasurement of common stock $ (1,947,991 ) $ (717,655 ) Remeasurement of common stock to redemption value (1) 3,882,526 — Allocation of net income (loss) $ 1,934,535 $ (717,655 ) Denominators: Weighted-average shares outstanding 5,432,532 2,001,389 Basic and diluted net income (loss) per share $ 0.36 $ (0.36 ) For the Year Ended Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including remeasurement of common stock $ (11,119,406 ) $ (3,700,334 ) Remeasurement of common stock to redemption value (1) 14,563,839 — Allocation of net income (loss) $ 3,444,433 $ (3,700,334 ) Denominators: Weighted-average shares outstanding 5,893,151 1,961,132 Basic and diluted net income/(loss) per share $ 0.58 $ (1.89 ) (1) |
Digital Assets (Tables)
Digital Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Digital Assets [Abstract] | |
Schedule of Company’s Digital Assets | The balance of the Company’s digital assets consisted of the following: As of December 31, 2023 2022 US$ US$ Bitcoin 43,896,507 7,938,439 USDT 60,860 55,515 Others 21,087 16,584 43,978,454 8,010,538 |
Schedule of Movement for Digital Assets | The following table presents the movement for digital assets of the Company for the years ended December 31, 2022 and 2023: BTC USDT Others Total US$ US$ US$ US$ Balance as of January 1, 2022 9,117 3,902,428 15,279 3,926,824 Digital assets received from customers for products and services 28,267,623 93,263,881 193,773 121,725,277 Revenue generated from Bitcoin self-mining operation 60,290,623 — — 60,290,623 Converted (to)/from other digital assets or fiat cash, net (60,242,672 ) (97,448 ) (189,341 ) (60,529,461 ) Costs and expenses paid in digital assets (8,849,068 ) (75,517,313 ) (3,127 ) (84,369,508 ) Purchase of mining equipment — (21,496,033 ) — (21,496,033 ) Net gain on settlement of digital asset borrowings 4,206,292 — — 4,206,292 Digital assets due from FTX (7,742,348 ) — — (7,742,348 ) Impairment on Bitcoins (12,948,969 ) — — (12,948,969 ) Realized gain on sale/exchange of 4,947,841 — — 4,947,841 Balance as of December 31, 2022 7,938,439 55,515 16,584 8,010,538 Balance as of January 1, 2023 7,938,439 55,515 16,584 8,010,538 Digital assets received from customers for products and services 77,235,394 150,134,261 251,831 227,621,486 Revenue generated from Bitcoin self-mining operation 100,197,667 — — 100,197,667 Other income received in Bitcoin 378,491 — — 378,491 Converted (to)/from other digital assets or fiat cash, net (95,441,065 ) (81,279,710 ) (242,703 ) (176,963,478 ) Costs and expenses paid in digital assets (57,656,631 ) (68,849,206 ) (4,625 ) (126,510,462 ) Impairment on Bitcoins (6,986,921 ) — — (6,986,921 ) Realized gain on sale/exchange of 18,231,133 — — 18,231,133 Balance as of December 31, 2023 43,896,507 60,860 21,087 43,978,454 |
Schedule of Reconciliation between Net Income and the Movement of Digital Assets | The following table provides the reconciliation between net income and the movement of digital assets of the Company for the years ended December 31, 2023 and 2022: For the year ended 2023 2022 US$ US$ DIGITAL ASSETS FROM OPERATING ACTIVITIES Revenue recognized from selling products and services which was settled or will be settled in digital assets (a) 183,908,345 119,117,153 Adjusted by the changes of operating assets and liabilities: Account receivable to be settled in digital assets 2,431,414 5,517,283 Contract liabilities received in digital assets 41,281,727 (2,909,159 ) Digital assets received from customers for products and services 227,621,486 121,725,277 Revenue recognized from Bitcoin self-mining operation (b) 100,197,667 60,290,623 Cost and expenses settled or to be settled by digital assets (c) (101,371,379 ) (78,426,803 ) Adjusted by the changes of operating assets and liabilities: Prepayments made in digital assets to suppliers (24,035,453 ) (4,750,064 ) Accounts payable to be settled in digital assets (7,272 ) (2,727,565 ) Payments made in digital assets by a related party on behalf of Company — (37,316 ) Other receivables to be settled in digital assets (129,929 ) — Other payables to be settled in digital assets (966,429 ) 1,572,240 Costs and expenses paid in digital assets (126,510,462 ) (84,369,508 ) Impairment of digital assets (6,986,921 ) (12,948,969 ) Digital assets due from FTX (Note 6) — (7,742,348 ) Other income received in digital assets (d) 378,491 — Net gain on settlement of digital asset borrowings — 4,206,292 Realized gain on sale of digital assets 18,231,133 4,947,841 Net digital assets provided by operating activities 212,931,394 86,109,208 DIGITAL ASSETS FROM INVESTING ACTIVITIES Digital assets purchased by fiat cash 45,429,698 10,824,901 Sales of digital assets in exchange for fiat cash (222,393,176 ) (71,354,362 ) Purchase of equipment — (21,496,033 ) Net digital assets used in investing activities (176,963,478 ) (82,025,494 ) Net increase in digital assets 35,967,916 4,083,714 Digital assets at beginning of year 8,010,538 3,926,824 Digital assets at end of year 43,978,454 8,010,538 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Receivable, Net [Abstract] | |
Schedule of Accounts Receivable and Allowance for Credit Losses | Accounts receivable and allowance for credit losses consisted of the following: As of 2023 2022 US$ US$ Accounts receivables 4,150,433 6,878,035 Allowances for credit losses (312,000 ) (608,188 ) 3,838,433 6,269,847 |
Schedule of Table Presents the Activity in the Allowance for Credit Losses | The following table presents the activity in the allowance for credit losses for the years ended December 31, 2023, and 2022: As of 2023 2022 US$ US$ Opening balance 608,188 — Credit loss expense — 608,188 Written-off (296,188 ) — Closing balance 312,000 608,188 |
Prepayments (Tables)
Prepayments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Prepayments [Abstract] | |
Schedule of Prepayments | As of 2023 2022 US$ US$ Prepayment to suppliers (1) 33,971,702 9,309,322 Prepaid offering costs (2) 2,696,441 2,434,037 Advances for extension fee (3) 2,830,000 740,000 Others 67,978 40,630 39,566,121 12,523,989 (1) (2) -in (3) |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Current Assets [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following: As of 2023 2022 US$ US$ Custodian assets held by FTX 9,826,600 9,826,600 Deposits due from third parties 1,879,821 184,390 Interest receivable – fixed deposits 57,695 81,095 Others 5,505 35,292 Total 11,769,621 10,127,377 Less: Allowance for credit losses (9,926,355 ) (9,826,600 ) 1,843,266 300,777 |
Schedule of Activity in Allowance for Credit Losses | The following table presents the activity in allowance for credit losses for the years ended December 31,2023 and 2022: As of 2023 2022 US$ US$ Opening balance 9,826,600 — Credit loss expense 99,755 9,826,600 Closing balance 9,926,355 9,826,600 |
Equipment, Net (Tables)
Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equipment, Net [Abstract] | |
Schedule of Equipment | Equipment consisted of the following: As of 2023 2022 US$ US$ Servers, computer and network equipment 140,204 73,468 Mining equipment 136,226,403 136,226,403 Total cost of equipment 136,366,607 136,299,871 Less: Accumulated depreciation: – Servers, computers and network equipment (70,674 ) (25,164 ) – Mining equipment (42,589,423 ) (18,134,149 ) Total accumulated depreciation (42,660,097 ) (18,159,313 ) Accumulated impairment loss (11,849,595 ) (11,849,595 ) Net book value 81,856,915 106,290,963 |
Long-Term Payables (Tables)
Long-Term Payables (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Long-Term Payables [Abstract] | |
Schedule of Long-Term Payables | As of 2023 2022 US$ US$ Payables for purchasing mining equipment – non-current portion Opening balance 109,435,141 — Addition — 109,435,141 Repayment (6,999,939 ) — Closing balance 102,435,202 109,435,141 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended | |
Dec. 31, 2023 | Sep. 30, 2023 | |
Income Taxes (Tables) [Line Items] | ||
Schedule of Provision for Income Taxes | The components of the provision for income taxes are as follows: As of 2023 2022 2021 US$ US$ US$ Current income tax expense/(benefit): US-Federal — — — US-State — — — Foreign (1,967,421 ) 3,805,213 1,043,451 Total current income tax expense/(benefit) (1,967,421 ) 3,805,213 1,043,451 Deferred tax expense/(benefit): US-Federal (991,250 ) (2,420,618 ) — US-State (236,011 ) (576,338 ) — Foreign 5,377,966 (1,474,186 ) — Total deferred tax expense/(benefit) 4,150,705 (4,471,142 ) — Total income tax expense/(benefit) 2,183,284 (665,929 ) 1,043,451 | |
Schedule of Effective Tax Rates | Effective tax rates of 17.22% for 2023, (37.48%) for 2022 and 17.48% for 2021 differ from the federal statutory rate applied to income before income taxes due to the following: As of 2023 2022 2021 US$ US$ US$ Federal income tax benefit at the statutory rate (991,250 ) (2,420,618 ) — Effect of: State income taxes (236,011 ) (576,338 ) — Foreign taxes 3,494,884 2,331,027 1,043,451 Other, net (84,339 ) — — Income tax expense/(benefit) 2,183,284 (665,929 ) 1,043,451 | |
Schedule of Company’s Net Deferred Tax Assets and Liabilities | The Company’s net deferred tax assets/(liabilities) were as follows: As of 2023 2022 US$ US$ Deferred tax assets: Impairment loss on digital assets 209,966 107,635 Impairment loss on mining equipment 3,080,895 3,080,895 Net operating loss carryforwards 6,319,614 1,555,942 Credit loss provision for receivables 81,120 131,472 Impairment loss on assets held by FTX 1,356,130 1,316,199 Limits on interest expense deduction 2,087,147 647,893 Total gross deferred tax assets 13,134,872 6,840,036 Deferred tax liabilities: Digital asset (5,469,875 ) — Depreciation of equipment (7,344,560 ) (2,368,894 ) Total gross deferred liabilities (12,814,435 ) (2,368,894 ) Net deferred tax assets 320,437 4,471,142 As of 2023 2022 US$ US$ Deferred tax assets/(liabilities): Singapore (3,903,780 ) 1,474,186 United States 4,224,217 2,996,956 Net deferred tax assets 320,437 4,471,142 | |
Arisz Acquisition Corp. [Member] | ||
Income Taxes (Tables) [Line Items] | ||
Schedule of Provision for Income Taxes | The income tax provision consists of the following: For the For the Federal Current $ 492,735 $ 76,625 Deferred (101,410 ) (20,294 ) State Current $ — $ — Deferred — — Change in valuation allowance 101,410 20,294 Income tax provision $ 492,735 $ 76,625 | |
Schedule of Effective Tax Rates | A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate is as follows (in thousands): For the For the Income at U.S. statutory rate 21.00 % 21.00 % State taxes, net of federal benefit 0.00 % 0.00 % Transaction costs 1.89 % (52.42 )% Change in valuation allowance 5.93 % (11.30 )% 28.82 % (42.72 )% | |
Schedule of Company’s Net Deferred Tax Assets and Liabilities | The Company’s net deferred tax assets are as follows: September 30, September 30, Deferred tax asset Net operating loss carryforward $ — $ — Startup/Organization Expenses 121,704 20,294 Total deferred tax asset 121,704 20,294 Valuation allowance (121,704 ) (20,294 ) Deferred tax asset, net of allowance $ — $ — |
Accrued Expenses and Other Pa_2
Accrued Expenses and Other Payables (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expenses and Other Payables [Abstract] | |
Schedule of Accrued Expenses and Other Payables | Accrued expenses and other payables consisted of the following: As of 2023 2022 US$ US$ Amount due to third parties 1,540,233 1,467,838 Interest payable 2,731,168 857,296 Accrued expenses 1,096,397 966,485 5,367,798 3,291,619 |
Revenue By Categories (Tables)
Revenue By Categories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue By Categories [Abstract] | |
Schedule of Revenue Generated from Different Revenue Streams | The following table summarizes the revenue generated from different revenue streams: As of 2023 2022 2021 US$ US$ US$ Cloud mining solutions 178,044,160 99,391,592 75,855,841 Self-mining revenue 100,197,667 60,290,623 — Sale of mining equipment — 10,400,000 18,176,401 Leasing of mining equipment — 1,335,706 7,290,904 Sourcing commission for mining equipment — 18,791,519 780,342 Hosting services and others 5,864,185 7,989,334 940,097 284,106,012 198,198,774 103,043,585 |
Schedule of Revenue Generated from Different Continents | The following table also summarizes the revenue (excluding self -mining 2023 2022 2021 Amount % Amount % Amount % US$ US$ US$ North America 99,042,513 54 % 98,002,901 71 % 23,519,663 23 % Europe 47,372,340 26 % 28,601,831 21 % 14,290,257 14 % Asia 31,113,076 17 % 10,319,535 7 % 64,551,219 62 % Others 6,380,416 3 % 983,884 1 % 682,446 1 % Total revenue (i) 183,908,345 100 % 137,908,151 100 % 103,043,585 100 % (i) -mining |
Schedule of Revenue Recognized from Receipt of Digital Assets | The amount of revenue recognized from receipt of digital assets and receipt of US$ is presented separately as following: As of 2023 2022 2021 US$ US$ US$ Revenue recognized in digital assets payment 284,106,012 179,407,776 91,183,384 Revenue recognized in US dollars payment — 18,790,998 11,860,201 284,106,012 198,198,774 103,043,585 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Parties | Related parties Name of related parties Relationship with the Company Bitmain Technologies Holding Company and its affiliates (“Bitmain”) Computing Inactive Beijing Technology Ltd (“Computing Inactive”) Related parties of one of the Company’s shareholders An entity controlled by the Company’s principal shareholder Mr. Liang Lu Ultimate controller of the Company |
Schedule of significant Related ParSchedule of Related Party Balancesty Transactions | Other than disclosed elsewhere, the Company had the following significant related party transactions for the years ended December 31, 2023, 2022 and 2021: As of 2023 2022 2021 US$ US$ US$ Services provided by: – Computing Inactive — — 906,939 – Bitmain 166,540,600 83,877,580 7,007,454 |
Schedule of Related Party Balances | The Company had the following related party balances as of December 31, 2023 and 2022: As of 2023 2022 US$ US$ Amount due from related parties: – Mr. Liang Lu (ii) 37,730 37,316 Amount due to a related party: – Bitmain (i)(ii) 30,228,914 67,162,189 (i) (ii) |
Major Customers and Suppliers (
Major Customers and Suppliers (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Major Customers and Suppliers [Abstract] | |
Schedule of Customer Revenue | The below table represented the customers whose revenue individually accounted for over 5% of the Company’s total revenue in 2023, 2022 and 2021: As of 2023 2022 2021 Customer A 15 % 17 % 30 % Customer B — 5 % 15 % Customer C — — 6 % Customer D 6 % 9 % — Customer E 5 % — — The below table represented the suppliers to which cost of revenue was attributed and accounted for over 5% of the Company’s total cost of revenue: As of 2023 2022 2021 Supplier A 13 % 32 % 82 % Supplier B 61 % 52 % 7 % Supplier C 9 % — — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Arisz Acquisition Corp. [Member] | |
Fair Value Measurements (Tables) [Line Items] | |
Schedule of Fair Value on a Recurring Basis | The following tabled present information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2023 and 2022 indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. September 30, Quoted Significant Significant Assets Trust Account – U.S. Treasury Securities Money Market Fund $ 34,107,463 $ 34,107,463 — — September 30, Quoted Significant Significant Assets Trust Account – U.S. Treasury Securities Money Market Fund $ 69,418,075 $ 69,418,075 — — |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) - Arisz Acquisition Corp. [Member] | 12 Months Ended |
Sep. 30, 2023 | |
Restatement of Previously Issued Financial Statements (Tables) [Line Items] | |
Schedule of Restatement Adjustment of Balance Sheet | Restated Statements of Stockholders’ Deficit are not presented as all impacted items on those statements, Net Income (Loss), Accumulated Deficit, and Total Stockholders’ Deficit, are presented within the following tables. Previously Adjustments Restated Assets Current assets: Cash $ 173,789 $ — $ 173,789 Prepaid expenses 16,836 — 16,836 Total Current Assets 190,625 190,625 Investments held in Trust Account 69,286,800 131,275 69,418,075 Total Assets $ 69,477,425 $ 131,275 $ 69,608,700 Liabilities, Temporary Equity, and Stockholders’ Deficit Current liabilities: Accounts payable and accrued expenses $ 103,063 $ — $ 103,063 Franchise tax payable 46,800 — 46,800 Income tax payable 49,057 27,568 76,625 Total Current Liabilities 198,920 27,568 226,488 Deferred underwriting fee payable 2,587,500 — 2,587,500 Total Liabilities 2,786,420 27,568 2,813,988 Commitments and Contingencies Common stock subject to possible redemption, 6,900,000 shares at redemption value of $10.06 per share 69,286,800 131,275 69,418,075 Stockholders’ Deficit Common stock, $0.0001 par value; 15,000,000 shares authorized; 2,001,389 shares (excluding 6,900,000 shares subject to possible redemption) issued and outstanding 200 — 200 Accumulated deficit (2,595,995 ) (27,568 ) (2,623,563 ) Total Stockholders’ Deficit (2,595,795 ) (27,568 ) (2,623,363 ) Total Liabilities, Temporary Equity, and Stockholders’ Deficit $ 69,477,425 $ 131,275 $ 69,608,700 Previously Reported Adjustments Restated Assets Current assets: Cash $ 165,606 $ — $ 165,606 Prepaid expenses 11,145 — 11,145 Total Current Assets 176,751 — 176,751 Investments held in Trust Account 70,463,045 226,316 70,689,361 Total Assets $ 70,639,796 $ 226,316 $ 70,866,112 Liabilities, Temporary Equity, and Stockholders’ Deficit Current liabilities: Accounts payable and accrued expenses $ 221,982 $ — $ 221,982 Interest payable 4,825 — 4,825 Franchise tax payable 58,800 — 58,800 Income tax payable 148,310 19,959 168,269 Promissory note – Bitfufu 740,000 — 740,000 Total Current Liabilities 1,173,917 19,959 1,193,876 Deferred underwriting fee payable 2,587,500 — 2,587,500 Total Liabilities 3,761,417 19,959 3,781,376 Commitments and Contingencies Common stock subject to possible redemption, 6,900,000 shares at redemption value of $10.24 per share 70,463,045 226,316 70,689,361 Stockholders’ Deficit Common stock, $0.0001 par value; 15,000,000 shares authorized; 2,001,389 shares (excluding 6,900,000 shares subject to possible redemption) issued and outstanding 200 — 200 Accumulated deficit (3,584,866 ) (19,959 ) (3,604,825 ) Total Stockholders’ Deficit (3,584,666 ) (19,959 ) (3,604,625 ) Total Liabilities, Temporary Equity, and Stockholders’ Deficit $ 70,639,796 $ 226,316 $ 70,866,112 Previously Reported Adjustments Restated Assets Current assets: Cash $ 7,409 $ — $ 7,409 Prepaid expenses 64,061 — 64,061 Total Current Assets 71,470 — 71,470 Investments held in Trust Account 71,752,184 271,857 72,024,041 Total Assets $ 71,823,654 $ 271,857 $ 72,095,511 Liabilities, Temporary Equity, and Stockholders’ Deficit Current liabilities: Accounts payable and accrued expenses $ 186,748 $ — $ 186,748 Interest payable 16,179 — 16,179 Franchise tax payable 24,100 — 24,100 Income tax payable 244,419 29,522 273,941 Promissory note – Bitfufu 1,480,000 — 1,480,000 Total Current Liabilities 1,951,446 29,522 1,980,968 Deferred underwriting fee payable 2,587,500 — 2,587,500 Total Liabilities 4,538,946 29,522 4,568,468 Commitments and Contingencies Common stock subject to possible redemption, 6,900,000 shares at redemption value of $10.44 per share 71,752,184 271,857 72,024,041 Stockholders’ Deficit Common stock, $0.0001 par value; 15,000,000 shares authorized; 2,001,389 shares (excluding 6,900,000 shares subject to possible redemption) issued and outstanding 200 — 200 Accumulated deficit (4,467,676 ) (29,522 ) (4,497,198 ) Total Stockholders’ Deficit (4,467,476 ) (29,522 ) (4,496,998 ) Total Liabilities, Temporary Equity, and Stockholders’ Deficit $ 71,823,654 $ 271,857 $ 72,095,511 Previously Reported Adjustments Restated Assets Current assets: Cash $ 158,698 $ — $ 158,698 Prepaid expenses 46,720 — 46,720 Total Current Assets 205,418 — 205,418 Investments held in Trust Account 33,185,036 129,527 33,314,563 Total Assets $ 33,390,454 $ 129,527 $ 33,519,981 Liabilities, Temporary Equity, and Stockholders’ Deficit Current liabilities: Accounts payable and accrued expenses $ 283,584 $ — $ 283,584 Interest payable 31,756 — 31,756 Franchise tax payable 13,900 — 13,900 Income tax payable 45,554 (367 ) 45,187 Excise tax payable 391,931 — 391,931 Promissory note – Bitfufu 1,930,000 — 1,930,000 Total Current Liabilities 2,696,725 (367 ) 2,696,358 Deferred underwriting fee payable 2,587,500 — 2,587,500 Total Liabilities 5,284,225 (367 ) 5,283,858 Commitments and Contingencies Common stock subject to possible redemption, 3,154,365 shares at redemption value of $10.56 per share 33,185,036 129,527 33,314,563 Stockholders’ Deficit Common stock, $0.0001 par value; 15,000,000 shares authorized; 2,001,389 shares (excluding 3,154,365 shares subject to possible redemption) issued and outstanding 200 — 200 Accumulated deficit (5,079,007 ) 367 (5,078,640 ) Total Stockholders’ Deficit (5,078,807 ) 367 (5,078,440 ) Total Liabilities, Temporary Equity, and Stockholders’ Deficit $ 33,390,454 $ 129,527 $ 33,519,981 |
Schedule of Restatement Adjustment of Operations | For the Year Ended Previously Reported Adjustments Restated General and administrative expenses $ 544,157 $ — $ 544,157 Franchise tax expense 53,194 — 53,194 Loss from Operations (597,351 ) — (597,351 ) Other income: Interest earned on investments held in Trust Account 286,800 131,275 418,075 Income before income taxes (310,551 ) 131,275 (179,276 ) Income tax provision (49,057 ) (27,568 ) (76,625 ) Net loss $ (359,608 ) $ 103,707 $ (255,901 ) Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 5,893,151 — 5,893,151 Basic and diluted net income per share, common stock subject to possible redemption $ 0.57 $ 0.01 $ 0.58 Basic and diluted weighted average shares outstanding, non-redeemable common stock 1,961,132 — 1,961,132 Basic and diluted net loss per share, non-redeemable common stock $ (1.88 ) $ (0.01 ) $ (1.89 ) For the Three Months Ended Previously Reported Adjustments Restated General and administrative expenses $ 187,618 $ — $ 187,618 Franchise tax expense 12,000 — 12,000 Loss from Operations (199,618 ) — (199,618 ) Other income: Interest earned on investments held in Trust Account 486,246 95,041 581,287 Income before income taxes 286,628 95,041 381,669 Income tax provision (99,253 ) (19,959 ) (119,212 ) Net Income $ 187,375 $ 75,082 $ 262,457 Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 6,900,000 — 6,900,000 Basic and diluted net income per share, common stock subject to possible redemption $ 0.06 $ 0.01 $ 0.07 Basic and diluted weighted average shares outstanding, non-redeemable common stock 2,001,389 — 2,001,389 Basic and diluted net loss per share, non-redeemable common stock $ (0.11 ) $ — $ (0.11 ) For the Three Months Ended Previously Reported Adjustments Restated General and administrative expenses $ 141,380 $ — $ 141,380 Franchise tax expense 12,100 — 12,100 Loss from Operations (153,480 ) — (153,480 ) Other income: Interest earned on investments held in Trust Account 704,974 45,541 750,515 Income before income taxes 551,494 45,541 597,035 Income tax provision (145,166 ) (9,564 ) (154,730 ) Net Income $ 406,328 $ 35,977 $ 442,305 Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 6,900,000 — 6,900,000 Basic and diluted net income per share, common stock subject to possible redemption $ 0.09 $ — $ 0.09 Basic and diluted weighted average shares outstanding, non-redeemable common stock 2,001,389 — 2,001,389 Basic and diluted net loss per share, non-redeemable common stock $ (0.10 ) $ — $ (0.10 ) For the Six Months Ended Previously Reported Adjustments Restated General and administrative expenses $ 328,998 $ — $ 328,998 Franchise tax expenses 24,100 — 24,100 Loss from Operations (353,098 ) — (353,098 ) Other income: Interest earned on investments held in Trust Account 1,191,220 140,582 1,331,802 Income before income taxes 838,122 140,582 978,704 Income tax provision (244,419 ) (29,522 ) (273,941 ) Net Income $ 593,703 $ 111,060 $ 704,763 Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 6,900,000 — 6,900,000 Basic and diluted net income per share, common stock subject to possible redemption $ 0.15 $ 0.01 $ 0.16 Basic and diluted weighted average shares outstanding, non-redeemable common stock 2,001,389 — 2,001,389 Basic and diluted net loss per share, non-redeemable common stock $ (0.21 ) $ — $ (0.21 ) For the Three Months Ended Previously Reported Adjustments Restated General and administrative expenses $ 188,542 $ — $ 188,542 Franchise tax expense 9,800 — 9,800 Loss from Operations (198,342 ) — (198,342 ) Other income: Interest earned on investments held in Trust Account 763,986 (142,330 ) 621,656 Income before income taxes 565,644 (142,330 ) 423,314 Income tax provision (159,055 ) 29,889 (129,166 ) Net Income $ 406,589 $ (112,441 ) $ 294,148 Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 4,800,798 — 4,800,798 Basic and diluted net income per share, common stock subject to possible redemption $ 0.10 $ (0.03 ) $ 0.07 Basic and diluted weighted average shares outstanding, non-redeemable common stock 2,001,389 — 2,001,389 Basic and diluted net loss per share, non-redeemable common stock $ (0.03 ) $ — $ (0.03 ) For the Nine Months Ended Previously Reported Adjustments Restated General and administrative expenses $ 517,538 $ — $ 517,538 Franchise tax expense 33,900 — 33,900 Loss from Operations (551,438 ) — (551,438 ) Other income: Interest earned on investments held in Trust Account 1,955,206 (1,748 ) 1,953,458 Income before income taxes 1,403,768 (1,748 ) 1,402,020 Income tax provision (403,474 ) 367 (403,107 ) Net Income $ 1,000,294 $ (1,381 ) $ 998,913 Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 6,200,266 — 6,200,266 Basic and diluted net income per share, common stock subject to possible redemption $ 0.24 $ — $ 0.24 Basic and diluted weighted average shares outstanding, non-redeemable common stock 2,001,389 — 2,001,389 Basic and diluted net loss per share, non-redeemable common stock $ (0.25 ) $ — $ (0.25 ) |
Schedule of Restatement Adjustment of Cash Flow | For the Year Ended Previously Reported Adjustments Restated Cash Flows from Operating Activities: Net loss $ (359,608 ) $ 103,707 $ (255,901 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Interest earned on investments held in Trust Account (286,800 ) (131,275 ) (418,075 ) Changes in operating assets and liabilities: Prepaid expenses (16,836 ) — (16,836 ) Accounts payable and accrued expenses 82,573 — 82,573 Income tax payable 49,057 — 49,057 Franchise tax payable 46,800 27,568 76,625 Net cash used in operating activities (484,814 ) — (484,814 ) Cash Flows from Investing Activities: Purchase of investment held in Trust Account (69,000,000 ) — (69,000,000 ) Net cash used in investing activities (69,000,000 ) — (69,000,000 ) Cash Flows from Financing Activities: Proceeds from sale of public units through public offering 69,000,000 — 69,000,000 Proceeds from sale of private placement units 2,763,886 — 2,763,886 Proceeds from sale of unit purchase option 100 — 100 Repayment of promissory note to related party (105,000 ) — (105,000 ) Payment of underwriters’ commissions (1,725,000 ) — (1,725,000 ) Payment of deferred offering costs (350,383 ) — (350,383 ) Net cash provided by financing activities 69,583,603 — 69,583,603 Net Change in Cash 98,789 — 98,789 Cash, Beginning of the Year 75,000 — 75,000 Cash, End of the Year $ 173,789 $ — $ 173,789 Supplemental Disclosure of Non-cash Financing Activities Initial classification of common stock subject to redemption $ 59,614,985 $ — $ 59,614,985 Deferred underwriting fee $ 2,587,500 $ — $ 2,587,500 Remeasurement of common stock to redemption value $ 14,432,564 $ 131,275 $ 14,563,839 For the Three Months Ended Previously Reported Adjustments Restated Cash Flows from Operating Activities: Net income $ 187,375 $ 75,082 $ 262,457 Adjustments to reconcile net income (loss) to net cash used in operating activities: Interest earned on investments held in Trust Account (486,246 ) (95,041 ) (581,287 ) Changes in operating assets and liabilities: Prepaid expenses 5,691 — 5,691 Accounts payable and accrued expenses 118,919 — 118,919 Interest payable 4,825 — 4,825 Income tax payable 99,253 19,959 119,212 Franchise tax payable 12,000 — 46,800 Net cash used in operating activities (58,183 ) — (58,183 ) Cash Flows from Investing Activities: Cash deposited in Trust Account for extension (690,000 ) — (690,000 ) Net cash provided by (used in) investing activities (690,000 ) — (690,000 ) Cash Flows from Financing Activities: Proceeds from issuance of promissory note to Bitfufu 740,000 — 740,000 Net cash provided by (used in) financing activities 740,000 — 740,000 Net Change in Cash (8,183 ) — (8,183 ) Cash, Beginning of the Period 173,789 — 173,789 Cash, End of the Period $ 165,606 $ — $ 165,606 Supplemental Disclosure of Non-cash Financing Activities Deferred underwriting fee $ 2,587,500 $ — $ 2,587,500 Remeasurement of common stock to redemption value $ 1,176,246 $ 95,041 $ 1,271,287 For the Six Months Ended Previously Reported Adjustments Restated Cash Flows from Operating Activities: Net income $ 593,703 $ 111,060 $ 704,763 Adjustments to reconcile net income (loss) to net cash used in operating activities: Interest earned on investments held in Trust Account (1,191,220 ) (140,582 ) (1,331,802 ) Changes in operating assets and liabilities: Prepaid expenses (47,225 ) — (47,225 ) Accounts payable and accrued expenses 83,685 83,685 Interest payable 16,179 — 16,179 Income tax payable 195,362 29,522 224,884 Franchise tax payable (22,700 ) — (22,700 ) Net cash used in operating activities (372,216 ) — (372,216 ) Cash Flows from Investing Activities: Cash deposited in Trust Account for extension (1,380,000 ) — (1,380,000 ) Cash withdrawn from Trust Account to pay franchise tax and income taxes 105,836 — 105,836 Net cash provided by (used in) investing activities (1,274,164 ) — (1,274,164 ) Cash Flows from Financing Activities: Proceeds from issuance of promissory note to Bitfufu 1,480,000 — 1,480,000 Net cash provided by financing activities 1,480,000 — 1,480,000 Net Change in Cash (166,380 ) — (166,380 ) Cash, Beginning of the Period 173,789 — 173,789 Cash, End of the Period $ 7,409 $ — $ 7,409 Supplemental Disclosure of Non-cash Financing Activities Remeasurement of common stock to redemption value $ 2,465,384 $ 140,582 $ 2,605,966 For the Nine Months Ended Previously Reported Adjustments Restated Cash Flows from Operating Activities: Net income $ 1,000,294 $ (1,381 ) $ 998,913 Adjustments to reconcile net income (loss) to net cash used in operating activities: Interest earned on investments held in Trust Account (1,955,206 ) 1,748 (1,953,458 ) Changes in operating assets and liabilities: Prepaid expenses (29,884 ) — (29,884 ) Accounts payable and accrued expenses 180,520 — 180,520 Interest payable 31,756 — 31,756 Income tax payable (3,503 ) (367 ) (3,870 ) Franchise tax payable (32,900 ) — (32,900 ) Net cash used in operating activities (808,923 ) — (808,923 ) Cash Flows from Investing Activities: Cash deposited in Trust Account for extension (1,620,000 ) — (1,620,000 ) Cash withdrawn from Trust Account to pay franchise tax and income taxes 483,832 — 483,832 Cash withdrawn from Trust Account for public stockholder redemptions 39,193,137 — 39,193,137 Net cash provided by investing activities 38,056,969 — 38,056,969 Cash Flows from Financing Activities: Proceeds from issuance of promissory note to Bitfufu 1,930,000 — 1,930,000 Payment to redeemed public stockholders (39,193,137 ) — 39,193,137 Net cash used in financing activities (37,263,137 ) — (37,263,137 ) Net Change in Cash (15,091 ) — (15,091 ) Cash, Beginning of the Period 173,789 — 173,789 Cash, End of the Period $ 158,698 $ — $ 158,698 Supplemental Disclosure of Non-cash Financing Activities Remeasurement of common stock to redemption value $ 3,091,374 $ (1,748 ) $ 3,089,625 |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Arisz Acquisition Corp. [Member] | |
Initial Public Offering (Tables) [Line Items] | |
Schedule of Common Stock Reflected on the Balance Sheets | As of September 30, 2023 and 2022, the shares of common stock subject to possible redemption reflected on the balance sheets are reconciled in the following table. Gross proceeds $ 69,000,000 Less: Proceeds allocated to Public Warrants (6,658,288 ) Proceeds allocated to Public Rights (2,726,727 ) Offering costs of Public Shares (4,760,749 ) Plus: Remeasurement of carrying value to redemption value 14,563,839 Common stock subject to possible redemption at September 30, 2022 $ 69,418,074 Remeasurement of carrying value to redemption value 3,882,526 Redemption of Public Shares (39,193,137 ) Common stock subject to possible redemption at September 30, 2023 $ 34,107,463 |
Organization (Details) - Schedu
Organization (Details) - Schedule of Company’s Principal Subsidiaries | 12 Months Ended |
Dec. 31, 2023 | |
Finfront Holding Company (“Finfront”) [Member] | |
Schedule of Company’s Principal Subsidiaries [Line Items] | |
Date of incorporation/ acquisition | Jul. 22, 2021 |
Place of incorporation | Cayman Islands |
Percentage of direct or indirect ownership by the Company | 100% |
Principal activities | Investment holding |
Ethereal Tech Pte. Ltd. (“Ethereal Singapore”) [Member] | |
Schedule of Company’s Principal Subsidiaries [Line Items] | |
Date of incorporation/ acquisition | Oct. 22, 2021 |
Place of incorporation | Singapore |
Percentage of direct or indirect ownership by the Company | 100% |
Principal activities | Provision of cloud mining services, miner hosting services, mining equipment sales and lease and sourcing services for mining equipment sales |
Ethereal Tech US Corporation (“Ethereal US”) [Member] | |
Schedule of Company’s Principal Subsidiaries [Line Items] | |
Date of incorporation/ acquisition | Dec. 15, 2021 |
Place of incorporation | United States |
Percentage of direct or indirect ownership by the Company | 100% |
Principal activities | Provision of self-mining activities |
Lonshi Tech Canada Limited (“Lonshi”) [Member] | |
Schedule of Company’s Principal Subsidiaries [Line Items] | |
Date of incorporation/ acquisition | Nov. 22, 2022 |
Place of incorporation | Canada |
Percentage of direct or indirect ownership by the Company | 100% |
Principal activities | Dormant |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies [Line Items] | |||||
cash equivalents | $ 32 | $ 60.4 | |||
Ecl allowances | 312,000 | 608,000 | |||
Impairment charge | 11,850,000 | ||||
Own digital assets | 43,980,000 | ||||
Own digital assets | 43,978,454 | 8,010,538 | $ 3,926,824 | ||
Cash and cash equivalents | $ 32,004,995 | $ 60,430,786 | |||
Minimum [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives | 3 years | ||||
Maximum [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives | 5 years | ||||
Arisz Acquisition Corp. [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Cash and cash equivalents | $ 215,059 | $ 173,789 | |||
Temporary equity, par value (in Dollars per share) | $ 10.81 | $ 10.06 | |||
Arisz Acquisition Corp. [Member] | Initial Public Offering [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Offering costs | $ 5,587,733 |
Digital Assets (Details)
Digital Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Digital Assets [Line Items] | |||
Impairment loss on digital assets | $ 6,990 | $ 12,950 |
Digital Assets (Details) - Sche
Digital Assets (Details) - Schedule of Company’s Digital Assets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Company’s Digital Assets [Line Items] | |||
Digital assets | $ 43,978,454 | $ 8,010,538 | $ 3,926,824 |
Bitcoin [Member] | |||
Schedule of Company’s Digital Assets [Line Items] | |||
Digital assets | 43,896,507 | 7,938,439 | |
USDT [Member] | |||
Schedule of Company’s Digital Assets [Line Items] | |||
Digital assets | 60,860 | 55,515 | |
Others [Member] | |||
Schedule of Company’s Digital Assets [Line Items] | |||
Digital assets | $ 21,087 | $ 16,584 |
Digital Assets (Details) - Sc_2
Digital Assets (Details) - Schedule of Movement for Digital Assets - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Movement for Digital Assets [Line Items] | ||
Beginning balance | $ 8,010,538 | $ 3,926,824 |
Digital assets received from customers for products and services | 227,621,486 | 121,725,277 |
Revenue generated from Bitcoin self-mining operation | 100,197,667 | 60,290,623 |
Other income received in Bitcoin | 378,491 | |
Converted (to)/from other digital assets or fiat cash, net | (176,963,478) | (60,529,461) |
Costs and expenses paid in digital assets | (126,510,462) | (84,369,508) |
Purchase of mining equipment | (21,496,033) | |
Net gain on settlement of digital asset borrowings | 4,206,292 | |
Digital assets due from FTX | (7,742,348) | |
Impairment on Bitcoins | (6,986,921) | (12,948,969) |
Realized gain on sale/exchange of Bitcoins | 18,231,133 | 4,947,841 |
Ending balance | 43,978,454 | 8,010,538 |
BTC [Member] | ||
Schedule of Movement for Digital Assets [Line Items] | ||
Beginning balance | 7,938,439 | 9,117 |
Digital assets received from customers for products and services | 77,235,394 | 28,267,623 |
Revenue generated from Bitcoin self-mining operation | 100,197,667 | 60,290,623 |
Other income received in Bitcoin | 378,491 | |
Converted (to)/from other digital assets or fiat cash, net | (95,441,065) | (60,242,672) |
Costs and expenses paid in digital assets | (57,656,631) | (8,849,068) |
Purchase of mining equipment | ||
Net gain on settlement of digital asset borrowings | 4,206,292 | |
Digital assets due from FTX | (7,742,348) | |
Impairment on Bitcoins | (6,986,921) | (12,948,969) |
Realized gain on sale/exchange of Bitcoins | 18,231,133 | 4,947,841 |
Ending balance | 43,896,507 | 7,938,439 |
USDT [Member] | ||
Schedule of Movement for Digital Assets [Line Items] | ||
Beginning balance | 55,515 | 3,902,428 |
Digital assets received from customers for products and services | 150,134,261 | 93,263,881 |
Revenue generated from Bitcoin self-mining operation | ||
Other income received in Bitcoin | ||
Converted (to)/from other digital assets or fiat cash, net | (81,279,710) | (97,448) |
Costs and expenses paid in digital assets | (68,849,206) | (75,517,313) |
Purchase of mining equipment | (21,496,033) | |
Net gain on settlement of digital asset borrowings | ||
Digital assets due from FTX | ||
Impairment on Bitcoins | ||
Realized gain on sale/exchange of Bitcoins | ||
Ending balance | 60,860 | 55,515 |
Others [Member] | ||
Schedule of Movement for Digital Assets [Line Items] | ||
Beginning balance | 16,584 | 15,279 |
Digital assets received from customers for products and services | 251,831 | 193,773 |
Revenue generated from Bitcoin self-mining operation | ||
Other income received in Bitcoin | ||
Converted (to)/from other digital assets or fiat cash, net | (242,703) | (189,341) |
Costs and expenses paid in digital assets | (4,625) | (3,127) |
Purchase of mining equipment | ||
Net gain on settlement of digital asset borrowings | ||
Digital assets due from FTX | ||
Impairment on Bitcoins | ||
Realized gain on sale/exchange of Bitcoins | ||
Ending balance | $ 21,087 | $ 16,584 |
Digital Assets (Details) - Sc_3
Digital Assets (Details) - Schedule of Reconciliation between Net Income and the Movement of Digital Assets - Digital Assets [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
DIGITAL ASSETS FROM OPERATING ACTIVITIES | ||
Revenue recognized from selling products and services which was settled or will be settled in digital assets (a) | $ 183,908,345 | $ 119,117,153 |
Account receivable to be settled in digital assets | 2,431,414 | 5,517,283 |
Contract liabilities received in digital assets | 41,281,727 | (2,909,159) |
Digital assets received from customers for products and services | 227,621,486 | 121,725,277 |
Revenue recognized from Bitcoin self-mining operation (b) | 100,197,667 | 60,290,623 |
Cost and expenses settled or to be settled by digital assets (c) | (101,371,379) | (78,426,803) |
Prepayments made in digital assets to suppliers | (24,035,453) | (4,750,064) |
Accounts payable to be settled in digital assets | (7,272) | (2,727,565) |
Payments made in digital assets by a related party on behalf of Company | (37,316) | |
Other receivables to be settled in digital assets | (129,929) | |
Other payables to be settled in digital assets | (966,429) | 1,572,240 |
Costs and expenses paid in digital assets | (126,510,462) | (84,369,508) |
Impairment of digital assets | (6,986,921) | (12,948,969) |
Digital assets due from FTX (Note 6) | (7,742,348) | |
Other income received in digital assets (d) | 378,491 | |
Net gain on settlement of digital asset borrowings | 4,206,292 | |
Realized gain on sale of digital assets | 18,231,133 | 4,947,841 |
Net cash (used in)/provided by operating activities | 212,931,394 | 86,109,208 |
DIGITAL ASSETS FROM INVESTING ACTIVITIES | ||
Digital assets purchased by fiat cash | 45,429,698 | 10,824,901 |
Sales of digital assets in exchange for fiat cash | (222,393,176) | (71,354,362) |
Purchase of equipment | (21,496,033) | |
Net cash provided by/(used in) investing activities | (176,963,478) | (82,025,494) |
Net change in cash and cash equivalents | 35,967,916 | 4,083,714 |
Cash and cash equivalents at beginning of year | 8,010,538 | 3,926,824 |
Cash and cash equivalents at end of year | $ 43,978,454 | $ 8,010,538 |
Accounts Receivable, Net (Detai
Accounts Receivable, Net (Details) - Schedule of Accounts Receivable and Allowance for Credit Losses - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Accounts Receivable and Allowance for Credit Losses [Abstract] | ||
Accounts receivables gross | $ 4,150,433 | $ 6,878,035 |
Allowances for credit losses | (312,000) | (608,188) |
Accounts receivables net | $ 3,838,433 | $ 6,269,847 |
Accounts Receivable, Net (Det_2
Accounts Receivable, Net (Details) - Schedule of Allowance for Credit Losses - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Allowance for Credit Losses [Abstract] | ||
Opening balance | $ 608,188 | |
Credit loss expense | 608,188 | |
Written-off | (296,188) | |
Closing balance | $ 312,000 | $ 608,188 |
Prepayments (Details) - Schedul
Prepayments (Details) - Schedule of Prepayments - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Prepayments [Abstract] | |||
Prepayment to suppliers | [1] | $ 33,971,702 | $ 9,309,322 |
Prepaid offering costs | [2] | 2,696,441 | 2,434,037 |
Advances for extension fee | [3] | 2,830,000 | 740,000 |
Others | 67,978 | 40,630 | |
Total | $ 39,566,121 | $ 12,523,989 | |
[1]Prepayment to suppliers primarily represented hosting services fee, hash rate fee and other service fees prepaid to suppliers for which the relevant services have not been rendered. All service fees paid in advance are initially recorded as prepayment and recognized in the consolidated statements of comprehensive income in the period in which the services are provided.[2]Prepaid offering costs are costs related to business combination with Arisz Acquisition Corp. (“Arisz”) and will be charged to “Additional paid -in |
Other Current Assets (Details)
Other Current Assets (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) BITCOIN | Dec. 31, 2023 USD ($) | |
Other Current Assets [Abstract] | ||
Cash | $ 2,090 | |
Carrying value of Bitcoin (in BITCOIN) | BITCOIN | 480 | |
Carrying value | $ 7,740 |
Other Current Assets (Details)
Other Current Assets (Details) - Schedule of Other Current Assets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Other Current Assets [Abstract] | ||
Custodian assets held by FTX | $ 9,826,600 | $ 9,826,600 |
Deposits due from third parties | 1,879,821 | 184,390 |
Interest receivable - fixed deposits | 57,695 | 81,095 |
Others | 5,505 | 35,292 |
Total | 11,769,621 | 10,127,377 |
Less: Allowance for credit losses | (9,926,355) | (9,826,600) |
Total other current assets | $ 1,843,266 | $ 300,777 |
Other Current Assets (Details_2
Other Current Assets (Details) - Schedule of Activity in Allowance for Credit Losses - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Activity in Allowance for Credit Losses [Abstract] | ||
Opening balance | $ 9,826,600 | |
Credit loss expense | 99,755 | 9,826,600 |
Closing balance | $ 9,926,355 | $ 9,826,600 |
Equipment, Net (Details)
Equipment, Net (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equipment, Net [Line Items] | |||
Depreciation expenses | $ 24,500,000 | $ 18,160,000 | $ 2,860 |
Mining Equipment [Member] | |||
Equipment, Net [Line Items] | |||
Impairment charge | $ 11,850,000 |
Equipment, Net (Details) - Sche
Equipment, Net (Details) - Schedule of Equipment - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Equipment [Line Items] | ||
Total cost of equipment | $ 136,366,607 | $ 136,299,871 |
Total accumulated depreciation | (42,660,097) | (18,159,313) |
Accumulated impairment loss | (11,849,595) | (11,849,595) |
Net book value | 81,856,915 | 106,290,963 |
Servers, computer and network equipment [Member] | ||
Schedule of Equipment [Line Items] | ||
Total cost of equipment | 140,204 | 73,468 |
Total accumulated depreciation | (70,674) | (25,164) |
Mining equipment [Member] | ||
Schedule of Equipment [Line Items] | ||
Total cost of equipment | 136,226,403 | 136,226,403 |
Total accumulated depreciation | $ (42,589,423) | $ (18,134,149) |
Long-Term Payables (Details)
Long-Term Payables (Details) | Dec. 31, 2023 |
Minimum [Member] | |
Long-Term Payables [Line Items] | |
Interest rate | 3% |
Maximum [Member] | |
Long-Term Payables [Line Items] | |
Interest rate | 6% |
Long-Term Payables (Details) -
Long-Term Payables (Details) - Schedule of Long-Term Payables - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Long-Term Payables [Abstract] | |||
Opening balance | $ 109,435,141 | ||
Addition | 109,435,141 | ||
Repayment | (6,999,939) | ||
Closing balance | $ 102,435,202 | $ 109,435,141 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | ||||||
Aug. 16, 2022 | Dec. 31, 2017 | Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Income Taxes [Line Items] | |||||||
Corporate income tax | 15% | ||||||
Percentage of excise tax | 1% | ||||||
Effective tax rates | 17.22% | 37.48% | 17.48% | ||||
Net operating loss carryforwards of federal tax | $ 19,630,000 | $ 19,630,000 | |||||
Net operating loss carryforwards of state tax | $ 4,670,000 | 4,670,000 | |||||
Utilization of taxable income | 80% | ||||||
Uncertain tax positions | |||||||
Income tax penalties and interest accrued | |||||||
U.S. federal income tax | $ 2,183,284 | $ (665,929) | $ 1,043,451 | ||||
Arisz Acquisition Corp. [Member] | |||||||
Income Taxes [Line Items] | |||||||
Effective tax rates | 28.82% | (42.72%) | |||||
Changes in the valuation allowance | $ 101,410 | $ 20,294 | |||||
U.S. federal income tax | $ 492,735 | $ 76,625 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Provision for Income Taxes - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Provision for Income Taxes [Abstract] | |||
US-Federal | |||
US-State | |||
Foreign | (1,967,421) | 3,805,213 | 1,043,451 |
Total current income tax expense/(benefit) | (1,967,421) | 3,805,213 | 1,043,451 |
US-Federal | (991,250) | (2,420,618) | |
US-State | (236,011) | (576,338) | |
Foreign | 5,377,966 | (1,474,186) | |
Total deferred tax expense/(benefit) | 4,150,705 | (4,471,142) | |
Total income tax expense/(benefit) | $ 2,183,284 | $ (665,929) | $ 1,043,451 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Effective Tax Rates - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Effective Tax Rates [Abstract] | |||
Federal income tax benefit at the statutory rate | $ (991,250) | $ (2,420,618) | |
Effect of: | |||
State income taxes | (236,011) | (576,338) | |
Foreign taxes | 3,494,884 | 2,331,027 | 1,043,451 |
Other, net | (84,339) | ||
Income tax expense/(benefit) | $ 2,183,284 | $ (665,929) | $ 1,043,451 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Company’s Net Deferred Tax Assets and Liabilities - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Taxes (Details) - Schedule of Company’s Net Deferred Tax Assets and Liabilities [Line Items] | ||
Impairment loss on digital assets | $ 209,966 | $ 107,635 |
Impairment loss on mining equipment | 3,080,895 | 3,080,895 |
Net operating loss carryforwards | 6,319,614 | 1,555,942 |
Credit loss provision for receivables | 81,120 | 131,472 |
Impairment loss on assets held by FTX | 1,356,130 | 1,316,199 |
Limits on interest expense deduction | 2,087,147 | 647,893 |
Total gross deferred tax assets | 13,134,872 | 6,840,036 |
Digital asset | (5,469,875) | |
Depreciation of equipment | (7,344,560) | (2,368,894) |
Total gross deferred liabilities | (12,814,435) | (2,368,894) |
Net deferred tax assets | 320,437 | 4,471,142 |
Net deferred tax assets | 320,437 | 4,471,142 |
Singapore [Member] | ||
Income Taxes (Details) - Schedule of Company’s Net Deferred Tax Assets and Liabilities [Line Items] | ||
Net deferred tax assets | (3,903,780) | 1,474,186 |
United States [Member] | ||
Income Taxes (Details) - Schedule of Company’s Net Deferred Tax Assets and Liabilities [Line Items] | ||
Net deferred tax assets | $ 4,224,217 | $ 2,996,956 |
Accrued Expenses and Other Pa_3
Accrued Expenses and Other Payables (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accrued Expenses and Other Payables [Line Items] | |||
Interest expenses | $ 5,540 | $ 2,520 | |
Minimum [Member] | |||
Accrued Expenses and Other Payables [Line Items] | |||
Interest rate | 3% | ||
Maximum [Member] | |||
Accrued Expenses and Other Payables [Line Items] | |||
Interest rate | 6% |
Accrued Expenses and Other Pa_4
Accrued Expenses and Other Payables (Details) - Schedule of Accrued Expenses and Other Payables - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Accrued Expenses and Other Payables [Abstract] | ||
Amount due to third parties | $ 1,540,233 | $ 1,467,838 |
Interest payable | 2,731,168 | 857,296 |
Accrued expenses | 1,096,397 | 966,485 |
Total accrued expenses and other payables | $ 5,367,798 | $ 3,291,619 |
Revenue By Categories (Details)
Revenue By Categories (Details) - Schedule of Revenue Generated from Different Revenue Streams - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Revenue Generated from Different Revenue Streams [Line Items] | |||
Revenue generated from different revenue streams | $ 284,106,012 | $ 198,198,774 | $ 103,043,585 |
Cloud mining solutions [Member] | |||
Schedule of Revenue Generated from Different Revenue Streams [Line Items] | |||
Revenue generated from different revenue streams | 178,044,160 | 99,391,592 | 75,855,841 |
Self-mining revenue [Member] | |||
Schedule of Revenue Generated from Different Revenue Streams [Line Items] | |||
Revenue generated from different revenue streams | 100,197,667 | 60,290,623 | |
Sale of mining equipment [Member] | |||
Schedule of Revenue Generated from Different Revenue Streams [Line Items] | |||
Revenue generated from different revenue streams | 10,400,000 | 18,176,401 | |
Leasing of mining equipment [Member] | |||
Schedule of Revenue Generated from Different Revenue Streams [Line Items] | |||
Revenue generated from different revenue streams | 1,335,706 | 7,290,904 | |
Sourcing commission for mining equipment [Member] | |||
Schedule of Revenue Generated from Different Revenue Streams [Line Items] | |||
Revenue generated from different revenue streams | 18,791,519 | 780,342 | |
Hosting services and others [Member] | |||
Schedule of Revenue Generated from Different Revenue Streams [Line Items] | |||
Revenue generated from different revenue streams | $ 5,864,185 | $ 7,989,334 | $ 940,097 |
Revenue By Categories (Detail_2
Revenue By Categories (Details) - Schedule of Revenue Generated from Different Continents - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Schedule of Revenue Generated from Different Continents [Line items] | ||||
Revenue | [1] | $ 183,908,345 | $ 137,908,151 | $ 103,043,585 |
Revenue in % | [1] | 100% | 100% | 100% |
North America [Member] | ||||
Schedule of Revenue Generated from Different Continents [Line items] | ||||
Revenue | $ 99,042,513 | $ 98,002,901 | $ 23,519,663 | |
Revenue in % | 54% | 71% | 23% | |
Europe [Member] | ||||
Schedule of Revenue Generated from Different Continents [Line items] | ||||
Revenue | $ 47,372,340 | $ 28,601,831 | $ 14,290,257 | |
Revenue in % | 26% | 21% | 14% | |
Asia [Member] | ||||
Schedule of Revenue Generated from Different Continents [Line items] | ||||
Revenue | $ 31,113,076 | $ 10,319,535 | $ 64,551,219 | |
Revenue in % | 17% | 7% | 62% | |
Others [Member] | ||||
Schedule of Revenue Generated from Different Continents [Line items] | ||||
Revenue | $ 6,380,416 | $ 983,884 | $ 682,446 | |
Revenue in % | 3% | 1% | 1% | |
[1]Total revenue excludes self -mining |
Revenue By Categories (Detail_3
Revenue By Categories (Details) - Schedule of Revenue Recognized from Receipt of Digital Assets - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Revenue Recognized from Receipt of Digital Assets [Line Items] | |||
Revenue recognized from receipt of digital assets | $ 284,106,012 | $ 198,198,774 | $ 103,043,585 |
Revenue recognized in digital assets payment [Member] | |||
Schedule of Revenue Recognized from Receipt of Digital Assets [Line Items] | |||
Revenue recognized from receipt of digital assets | 284,106,012 | 179,407,776 | 91,183,384 |
Revenue recognized in US dollars payment [Member] | |||
Schedule of Revenue Recognized from Receipt of Digital Assets [Line Items] | |||
Revenue recognized from receipt of digital assets | $ 18,790,998 | $ 11,860,201 |
Realized Fair Value Gain On D_2
Realized Fair Value Gain On Digital Asset Borrowings (Details) - Digital Assets [Member] - BITCOIN | Mar. 26, 2022 | Feb. 08, 2022 | Jun. 02, 2022 |
Realized Fair Value Gain on Digital Asset Borrowings [Line Items] | |||
Borrowing of bitcoin | 300 | 300 | |
Bitcoin interest rate | 1% | 1% | |
Fair value gain on digital asset borrowings | 300 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||
Sep. 30, 2023 | Jan. 31, 2022 | Oct. 29, 2021 | Oct. 31, 2022 | Dec. 31, 2023 | Sep. 30, 2023 | Feb. 29, 2024 | Feb. 09, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Stockholders' Equity [Line Items] | |||||||||||||
Share capital (in Dollars) | $ 50,000 | ||||||||||||
Authorized shares | 5,000,000,000 | 5,000,000,000 | |||||||||||
Common stock shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||
Convertible shares | 1 | ||||||||||||
Common stock issued | 150,204,348 | 150,204,348 | |||||||||||
Share purchased | 128,206 | 76,142 | |||||||||||
Purchase Price (in Dollars) | $ 1,250,000 | $ 750,000 | |||||||||||
Common stock outstanding | 150,000,000 | 150,000,000 | |||||||||||
Common Stock [Member] | |||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||
Common stock, shares authorized | 500,000,000 | ||||||||||||
Common stock outstanding | 150,000,000 | 150,000,000 | 142,500,000 | 142,500,000 | |||||||||
Arisz Acquisition Corp. [Member] | |||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||
Common stock voting rights | Holders of the common stock are entitled to one vote for each share. | ||||||||||||
Aggregate of insider shares | 1,725,000 | ||||||||||||
Insider per share (in Dollars per share) | $ 0.014 | $ 0.1 | |||||||||||
Common stock subject to possible redemption, shares | 3,154,365 | 3,154,365 | |||||||||||
Common stock price per share (in Dollars per share) | $ 10.46 | $ 10.46 | |||||||||||
Outstanding warrants, description | • in whole and not in part;• at a price of $0.01 per warrant;• upon a minimum of 30 days’ prior written notice of redemption, which the Company refers to as the 30-day redemption period;• if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the to the warrant holders. | ||||||||||||
Arisz Acquisition Corp. [Member] | Warrant [Member] | |||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||
Common stock price per share (in Dollars per share) | 11.5 | $ 11.5 | |||||||||||
Effective issue price (in Dollars per share) | $ 9.5 | ||||||||||||
Aggregate gross proceeds, percentage | 60% | ||||||||||||
Price per share (in Dollars per share) | $ 9.5 | $ 9.5 | |||||||||||
Market Price percentage | 115% | ||||||||||||
Redemption trigger price (in Dollars per share) | $ 16.5 | ||||||||||||
Market value percentage | 165% | ||||||||||||
Arisz Acquisition Corp. [Member] | Common Stock [Member] | |||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||
Common stock, shares authorized | 15,000,000 | 15,000,000 | |||||||||||
Common stock shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||
Common stock issued | 2,001,389 | 2,001,389 | |||||||||||
Common stock split, description | On October 29, 2021, the Company effected a 1.2-for-1.0 stock split of common stock, resulting in the Sponsor holding an aggregate of 1,725,000 Insider Shares, for approximately $0.014 per share. | ||||||||||||
Common stock outstanding | 2,001,389 | 2,001,389 | 2,001,389 | 1,725,000 | |||||||||
Class A ordinary shares [Member] | |||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||
Authorized shares | 300,000,000 | ||||||||||||
Common stock shares, par value (in Dollars per share) | $ 0.0001 | ||||||||||||
Common stock voting rights | one | ||||||||||||
Class B ordinary shares [Member] | |||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||
Authorized shares | 200,000,000 | ||||||||||||
Common stock shares, par value (in Dollars per share) | $ 0.0001 | ||||||||||||
Common stock voting rights | five | ||||||||||||
Forecast [Member] | |||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||
Common stock issued | 150,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |||||
Oct. 29, 2021 | Aug. 05, 2021 | Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | |
Related Party Transactions (Details) [Line Items] | ||||||
Purchase of infrastructure | $ 166,540,000 | $ 83,880,000 | ||||
Arisz Acquisition Corp. [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Percentage of insider shares | 50% | |||||
Common stock of closing price per share (in Dollars per share) | $ 12.5 | |||||
Aggregate amount | $ 120,000 | |||||
Administrative services agreement | 10,000 | |||||
Service fees | 120,000 | $ 100,000 | ||||
Accrued expenses | $ 220,000 | $ 100,000 | ||||
Arisz Acquisition Corp. [Member] | Initial Public Offering [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Percentage of initial stockholders issued | 20% | |||||
Aggregate amount | $ 300,000 | |||||
Outstanding balance | $ 105,000 | |||||
Arisz Acquisition Corp. [Member] | Insider Shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Common stock, shares issued (in Shares) | 1,437,500 | |||||
Aggregated consideration price | $ 25,000 | |||||
Shares issued (in Shares) | 1,725,000 | |||||
Aggregate per share (in Dollars per share) | $ 0.014 | |||||
Insider shares subject to forfeiture (in Shares) | 225,000 | |||||
Percentage of insider shares | 50% |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of Related Parties | 12 Months Ended |
Dec. 31, 2023 | |
Bitmain Technologies Holding Company and its affiliatesComputing Inactive Beijing Technology Ltd [Member] | |
Schedule of Related Parties [Line Items] | |
Related parties | Related parties of one of the Company’s shareholders An entity controlled by the Company’s principal shareholder |
Mr. Liang Lu [Member] | |
Schedule of Related Parties [Line Items] | |
Related parties | Ultimate controller of the Company |
Related Party Transactions (D_3
Related Party Transactions (Details) - Schedule of significant Related Party Transactions - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Computing Inactive [Member] | |||
Schedule of Significant Related Party Transactions [Line Items] | |||
Services provided | $ 906,939 | ||
Bitmain [Member] | |||
Schedule of Significant Related Party Transactions [Line Items] | |||
Services provided | $ 166,540,600 | $ 83,877,580 | $ 7,007,454 |
Related Party Transactions (D_4
Related Party Transactions (Details) - Schedule of Related Party Balances - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | |
Mr. Liang Lu [Member] | |||
Schedule of Related Party Balances [Line Items] | |||
Amount due from related parties | [1] | $ 37,730 | $ 37,316 |
Bitmain [Member] | |||
Schedule of Related Party Balances [Line Items] | |||
Amount due to a related party | [1],[2] | $ 30,228,914 | $ 67,162,189 |
[1]The amount due from/to related parties as of December 31, 2023 and 2022 was interest free without a stated maturity.[2]The amounts due to Bitman as at December 31, 2023 and 2022 were related to hosting services fees. |
Major Customers and Suppliers_2
Major Customers and Suppliers (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Total Revenue [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||
Major Customers and Suppliers [Line Items] | |||
Total revenue | 26% | ||
Total Revenue [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | |||
Major Customers and Suppliers [Line Items] | |||
Total revenue | 31% | ||
Total Revenue [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | |||
Major Customers and Suppliers [Line Items] | |||
Total revenue | 51% | ||
Total Revenue [Member] | Customer Concentration Risk [Member] | Customer B [Member] | |||
Major Customers and Suppliers [Line Items] | |||
Total revenue | 80% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer B [Member] | |||
Major Customers and Suppliers [Line Items] | |||
Total revenue | 95% | ||
Customer One [Member] | Total Revenue [Member] | Supplier Concentration Risk [Member] | |||
Major Customers and Suppliers [Line Items] | |||
Total revenue | 5% | ||
Customer One [Member] | Purchase [Member] | Supplier Concentration Risk [Member] | |||
Major Customers and Suppliers [Line Items] | |||
Total revenue | 61% | 7% | |
Customer Two [Member] | Purchase [Member] | Supplier Concentration Risk [Member] | |||
Major Customers and Suppliers [Line Items] | |||
Total revenue | 52% | ||
BitFuFu's [Member] | Total Revenue [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||
Major Customers and Suppliers [Line Items] | |||
Total revenue | 5% | ||
BitFuFu's [Member] | Total Revenue [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | |||
Major Customers and Suppliers [Line Items] | |||
Total revenue | 5% | ||
BitFuFu's [Member] | Customer One [Member] | Total Revenue [Member] | Supplier Concentration Risk [Member] | Customer Two [Member] | |||
Major Customers and Suppliers [Line Items] | |||
Total revenue | 5% |
Major Customers and Suppliers_3
Major Customers and Suppliers (Details) - Schedule of Customer Revenue | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer A [Member] | |||
Schedule of Customer Revenue [Line Items] | |||
Concentration risk percentage | 15% | 17% | 30% |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer B [Member] | |||
Schedule of Customer Revenue [Line Items] | |||
Concentration risk percentage | 5% | 15% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer C [Member] | |||
Schedule of Customer Revenue [Line Items] | |||
Concentration risk percentage | 6% | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer D [Member] | |||
Schedule of Customer Revenue [Line Items] | |||
Concentration risk percentage | 6% | 9% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer E [Member] | |||
Schedule of Customer Revenue [Line Items] | |||
Concentration risk percentage | 5% | ||
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Suplier A [Member] | |||
Schedule of Customer Revenue [Line Items] | |||
Concentration risk percentage | 13% | 32% | 82% |
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Suplier B [Member] | |||
Schedule of Customer Revenue [Line Items] | |||
Concentration risk percentage | 61% | 52% | 7% |
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Suplier C [Member] | |||
Schedule of Customer Revenue [Line Items] | |||
Concentration risk percentage | 9% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies [Line Items] | |||
Percentage of impairment loss | 100% | ||
Arisz Acquisition Corp. [Member] | |||
Commitments and Contingencies [Line Items] | |||
Percentage of least economics | 30% | ||
Gross proceeds | $ 1,725,000 | ||
Percentage of gross proceeds | 0.75% | ||
Cash payments | $ 100 | ||
Legal fees | 200,000 | ||
Deferred legal fees | $ 1,620,000 | ||
Arisz Acquisition Corp. [Member] | Over-Allotment Option [Member] | |||
Commitments and Contingencies [Line Items] | |||
Purchase additional units (in Shares) | 900,000 | ||
Additional gross proceeds | $ 2,587,500 | ||
Purchase of shares units (in Shares) | 115,000 | ||
Aggregate exercise price | $ 1,322,500 | ||
Arisz Acquisition Corp. [Member] | IPO [Member] | |||
Commitments and Contingencies [Line Items] | |||
Underwriting discount percentage | 2.50% | ||
Percentage of deferred fee | 3.75% | ||
Price per share (in Dollars per share) | $ 10 | ||
Arisz Acquisition Corp. [Member] | Unit Purchase Option [Member] | |||
Commitments and Contingencies [Line Items] | |||
Share exercise price (in Dollars per share) | $ 11.5 | ||
Chardan [Member] | Arisz Acquisition Corp. [Member] | Unit Purchase Option [Member] | |||
Commitments and Contingencies [Line Items] | |||
Unit sold | $ 100 | ||
FTX [Member] | |||
Commitments and Contingencies [Line Items] | |||
Bitcoin claims | $ 9,800,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Arisz Acquisition Corp. [Member] - Subsequent Event [Member] - USD ($) | Dec. 18, 2023 | Nov. 17, 2023 | Oct. 30, 2023 | Oct. 18, 2023 |
Subsequent Events (Details) [Line Items] | ||||
Trust account | $ 120,000 | $ 120,000 | $ 120,000 | |
Fifth installment loan received | $ 450,000 |
Organization and Business Ope_2
Organization and Business Operation (Details) - Arisz Acquisition Corp. [Member] - USD ($) | 12 Months Ended | |||||||||||||||||||
Jul. 28, 2023 | May 11, 2023 | Jan. 20, 2023 | Oct. 26, 2022 | Oct. 24, 2022 | Nov. 24, 2021 | Nov. 22, 2021 | Aug. 05, 2021 | Sep. 30, 2023 | Jan. 22, 2024 | May 22, 2023 | Apr. 25, 2023 | Apr. 24, 2023 | Feb. 09, 2023 | Nov. 09, 2022 | Oct. 13, 2022 | Oct. 10, 2022 | Sep. 30, 2022 | Jul. 14, 2022 | Oct. 29, 2021 | |
Organization and Business Operation [Line Items] | ||||||||||||||||||||
Subscribe amount | $ 2,000,000 | $ 1,250,000 | ||||||||||||||||||
Loan amount | $ 450,000 | |||||||||||||||||||
Unsecured promissory note interest rate | 3.50% | |||||||||||||||||||
Deposited trust account | $ 120,000 | $ 34,107,463 | $ 690,000 | $ 69,418,075 | ||||||||||||||||
Redeemable common stock per share (in Dollars per share) | $ 0.1 | $ 0.014 | ||||||||||||||||||
Contributes to Trust Account | $ 120,000 | |||||||||||||||||||
Sponsor deposit amount | $ 120,000 | |||||||||||||||||||
Share price | $ 39,180,000 | |||||||||||||||||||
Offering price per share (in Dollars per share) | $ 10.46 | |||||||||||||||||||
Stock value outstanding amount | $ 33,020,000 | |||||||||||||||||||
Aggregate amount | 120,000 | |||||||||||||||||||
Loan installment amount | $ 360,000 | |||||||||||||||||||
Related party loan evidenced by promissory note | $ 105,000 | |||||||||||||||||||
Underwriting fees | 1,725,000 | |||||||||||||||||||
Other offering costs | $ 1,275,233 | |||||||||||||||||||
Price per share (in Dollars per share) | $ 10 | |||||||||||||||||||
Fair market value, percentage | 80% | |||||||||||||||||||
Income earned, percentage | 80% | |||||||||||||||||||
Trust account balance, percentage | 80% | |||||||||||||||||||
Business combination, description | If the Company is no longer listed on NASDAQ, it will not be required to satisfy the 80% test. | |||||||||||||||||||
Net tangible assets | $ 5,000,001 | |||||||||||||||||||
Per share value of the assets (in Dollars per share) | $ 10 | |||||||||||||||||||
Cash | $ 215,059 | |||||||||||||||||||
Working capital deficit | $ 2,911,056 | |||||||||||||||||||
Excise tax | 1% | |||||||||||||||||||
Exercise tax liability | $ 391,931 | |||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||
Loan amount | 2,220,000 | |||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||
Loan amount | $ 1,930,000 | |||||||||||||||||||
U.S. federal [Member] | ||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||
Excise tax | 1% | |||||||||||||||||||
BitFuFu [Member] | ||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||
Loan amount | $ 2,220,000 | |||||||||||||||||||
Shares issued (in Shares) | 400,000 | |||||||||||||||||||
Third installment loan received | $ 450,000 | |||||||||||||||||||
Loan [Member] | ||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||
Installments amount | $ 740,000 | $ 740,000 | $ 740,000 | |||||||||||||||||
IPO [Member] | ||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||
Offering price per share (in Dollars per share) | $ 10 | |||||||||||||||||||
Aggregate amount | $ 300,000 | |||||||||||||||||||
Shares issued (in Shares) | 6,000,000 | |||||||||||||||||||
Generating gross proceeds | $ 60,000,000 | |||||||||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||
Offering price per share (in Dollars per share) | $ 10 | |||||||||||||||||||
Shares issued (in Shares) | 900,000 | 900,000 | ||||||||||||||||||
Generating gross proceeds | $ 9,000,000 | |||||||||||||||||||
Additional private units | $ 69,000,000 | |||||||||||||||||||
Price per share (in Dollars per share) | $ 10 | |||||||||||||||||||
Private Units [Member] | ||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||
Offering price per share (in Dollars per share) | $ 10 | |||||||||||||||||||
Shares issued (in Shares) | 22,500 | |||||||||||||||||||
Generating gross proceeds | $ 225,000 | |||||||||||||||||||
Public Shares [Member] | ||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||
Price per share (in Dollars per share) | $ 10 | |||||||||||||||||||
Aggregate percentage | 20% | |||||||||||||||||||
Class A Ordinary Shares [Member] | ||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||
Common stock par value (in Dollars per share) | $ 10 | |||||||||||||||||||
Common stock redemption (in Shares) | 3,745,635 | |||||||||||||||||||
Common stock outstanding (in Shares) | 5,155,754 | |||||||||||||||||||
Business Combination [Member] | ||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||
Trust account | $ 120,000 | |||||||||||||||||||
Transaction costs | 5,587,733 | |||||||||||||||||||
Deferred underwriting fees | $ 2,587,500 | |||||||||||||||||||
Public per share (in Dollars per share) | $ 10 | |||||||||||||||||||
Aggregate percentage | 100% | |||||||||||||||||||
Business Combination [Member] | Forecast [Member] | ||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||
Deposited trust account | $ 120,000 | |||||||||||||||||||
Arisz [Member] | ||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||
Deposited trust account | $ 690,000 | |||||||||||||||||||
Redeemable common stock per share (in Dollars per share) | $ 0.1 | |||||||||||||||||||
Sponsor and Chardan Capital Markets LLC [Member] | ||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||
Offering price per share (in Dollars per share) | $ 10 | |||||||||||||||||||
Shares issued (in Shares) | 253,889 | |||||||||||||||||||
Generating gross proceeds | $ 2,538,886 |
Significant Accounting Polici_2
Significant Accounting Policies (Details) - Schedule of Net Income (Loss) Per Share - Arisz Acquisition Corp. [Member] - USD ($) | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Net income (loss) | $ 1,216,880 | $ (255,901) | |
Remeasurement of common stock to redemption value | [1] | (3,882,526) | (14,563,839) |
Net loss including remeasurement of common stock to redemption value | $ (2,665,646) | $ (14,819,740) | |
[1]The remeasurement amount includes funds deposited into the Trust Account to extend the time for the Company to complete the Business Combination and franchise and income taxes paid out of the Trust Account. |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share - Arisz Acquisition Corp. [Member] - USD ($) | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | ||
Redeemable Shares [Member] | |||
Numerators: | |||
Allocation of net loss including remeasurement of common stock | $ (1,947,991) | $ (11,119,406) | |
Remeasurement of common stock to redemption value | [1] | 3,882,526 | 14,563,839 |
Allocation of net income (loss) | $ 1,934,535 | $ 3,444,433 | |
Denominators: | |||
Weighted-average shares outstanding (in Shares) | 5,432,532 | 5,893,151 | |
Basic net income (loss) per share (in Dollars per share) | $ 0.36 | $ 0.58 | |
Non- Redeemable Shares [Member] | |||
Numerators: | |||
Allocation of net loss including remeasurement of common stock | $ (717,655) | $ (3,700,334) | |
Remeasurement of common stock to redemption value | [1] | ||
Allocation of net income (loss) | $ (717,655) | $ (3,700,334) | |
Denominators: | |||
Weighted-average shares outstanding (in Shares) | 2,001,389 | 1,961,132 | |
Basic net income (loss) per share (in Dollars per share) | $ (0.36) | $ (1.89) | |
[1]The remeasurement amount includes funds deposited into the Trust Account to extend the time for the Company to complete the Business Combination and franchise and income taxes paid out of the Trust Account. |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share (Parentheticals) - Arisz Acquisition Corp. [Member] - $ / shares | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Redeemable Shares [Member] | ||
Schedule of Basic and Diluted Net Income (Loss) Per Share [Line Items] | ||
Diluted net income (loss) per share | $ 0.36 | $ 0.58 |
Non- Redeemable Shares [Member] | ||
Schedule of Basic and Diluted Net Income (Loss) Per Share [Line Items] | ||
Diluted net income (loss) per share | $ (0.36) | $ (1.89) |
Initial Public Offering (Detail
Initial Public Offering (Details) - Arisz Acquisition Corp. [Member] - USD ($) | 12 Months Ended | ||
Nov. 24, 2021 | Nov. 22, 2021 | Sep. 30, 2023 | |
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued in transaction | 6,000,000 | ||
Price per share (in Dollars per share) | $ 10 | ||
Generating gross proceeds (in Dollars) | $ 60,000,000 | ||
Public units, description | Each Public Right will convert into one-twentieth (1/20) of one share of common stock upon the consummation of a Business Combination. Each whole Public Warrant entitles the holder to purchase three-fourths (3/4) of one share of common stock at a price of $11.50 per whole share, subject to adjustment. | ||
Public Shares sold | 6,900,000 | ||
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Price per share (in Dollars per share) | $ 10 | ||
Generating gross proceeds (in Dollars) | $ 9,000,000 | ||
Additional Units | 900,000 | ||
Purchases units | 900,000 |
Initial Public Offering (Deta_2
Initial Public Offering (Details) - Schedule of Common Stock Reflected on the Balance Sheets - Arisz Acquisition Corp. [Member] - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Initial Public Offering (Details) - Schedule of Common Stock Reflected on the Balance Sheets [Line Items] | ||
Gross proceeds | $ 69,000,000 | |
Less: | ||
Proceeds allocated to Public Warrants | (6,658,288) | |
Proceeds allocated to Public Rights | (2,726,727) | |
Offering costs of Public Shares | (4,760,749) | |
Plus: | ||
Remeasurement of carrying value to redemption value | $ 3,882,526 | 14,563,839 |
Common stock subject to possible redemption | 34,107,463 | $ 69,418,074 |
Redemption of Public Shares | $ (39,193,137) |
Private Placement (Details)
Private Placement (Details) - Arisz Acquisition Corp. [Member] - USD ($) | 12 Months Ended | |
Nov. 24, 2021 | Sep. 30, 2023 | |
Private Placement [Member] | ||
Private Placement [Line Items] | ||
Aggregate purchase shares | 253,889 | |
Price per share | $ 10 | |
Aggregate purchase price | $ 2,538,886 | |
Sponsor and Chardan [Member] | ||
Private Placement [Line Items] | ||
Aggregate purchase shares | 22,500 | |
Price per share | $ 10 | |
Total proceeds | $ 225,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of Fair Value on a Recurring Basis - Arisz Acquisition Corp. [Member] - USD ($) | Sep. 30, 2023 | May 11, 2023 | Feb. 09, 2023 | Sep. 30, 2022 |
Assets | ||||
Trust Account - U.S. Treasury Securities Money Market Fund | $ 34,107,463 | $ 120,000 | $ 690,000 | $ 69,418,075 |
Quoted Prices in Active Markets (Level 1) [Member] | ||||
Assets | ||||
Trust Account - U.S. Treasury Securities Money Market Fund | 34,107,463 | 69,418,075 | ||
Significant Other Observable Inputs (Level 2) [Member] | ||||
Assets | ||||
Trust Account - U.S. Treasury Securities Money Market Fund | ||||
Significant Other Unobservable Inputs (Level 3) [Member] | ||||
Assets | ||||
Trust Account - U.S. Treasury Securities Money Market Fund |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of Net Deferred Tax Assets - Arisz Acquisition Corp. [Member] - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 |
Deferred tax asset | ||
Net operating loss carryforward | ||
Startup/Organization Expenses | 121,704 | 20,294 |
Total deferred tax asset | 121,704 | 20,294 |
Valuation allowance | (121,704) | (20,294) |
Deferred tax asset, net of allowance |
Income Taxes (Details) - Sche_5
Income Taxes (Details) - Schedule of Income Tax Provision - Arisz Acquisition Corp. [Member] - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Federal | ||
Current | $ 492,735 | $ 76,625 |
Deferred | (101,410) | (20,294) |
State | ||
Current | ||
Deferred | ||
Change in valuation allowance | 101,410 | 20,294 |
Income tax provision | $ 492,735 | $ 76,625 |
Income Taxes (Details) - Sche_6
Income Taxes (Details) - Schedule of Reconciliation of Effective Income Tax Rate - Arisz Acquisition Corp. [Member] | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Income Taxes (Details) - Schedule of Reconciliation of Effective Income Tax Rate [Line Items] | ||
Income at U.S. statutory rate | 21% | 21% |
State taxes, net of federal benefit | 0% | 0% |
Transaction costs | 1.89% | (52.42%) |
Change in valuation allowance | 5.93% | (11.30%) |
Total | 28.82% | (42.72%) |
Promissory Note to BitFuFu (Det
Promissory Note to BitFuFu (Details) - Arisz Acquisition Corp. [Member] - USD ($) | 12 Months Ended | |||
Jul. 28, 2023 | Apr. 24, 2023 | Oct. 10, 2022 | Sep. 30, 2023 | |
Promissory Note to BitFuFu [Line Items] | ||||
Aggregate amount | $ 2,220,000 | |||
Percentage of interest rate | 3.50% | |||
Due date | Nov. 17, 2024 | Oct. 26, 2023 | ||
Price per share (in Dollars per share) | $ 10 | |||
Loan amount | $ 2,220,000 | |||
Funding loan | $ 1,930,000 | |||
Outstanding amount | $ 2,380,000 | |||
Minimum [Member] | ||||
Promissory Note to BitFuFu [Line Items] | ||||
Loan payable amount | $ 1,930,000 | |||
Maximum [Member] | ||||
Promissory Note to BitFuFu [Line Items] | ||||
Loan payable amount | $ 4,180,000 | |||
Promissory Note [Member] | ||||
Promissory Note to BitFuFu [Line Items] | ||||
Accrued interest | $ 51,229 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) - Schedule of Restatement Adjustment of Balance Sheet - Arisz Acquisition Corp. [Member] - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Previously Reported [Member] | ||||
Current assets: | ||||
Cash | $ 158,698 | $ 7,409 | $ 165,606 | $ 173,789 |
Prepaid expenses | 46,720 | 64,061 | 11,145 | 16,836 |
Total Current Assets | 205,418 | 71,470 | 176,751 | 190,625 |
Investments held in Trust Account | 33,185,036 | 71,752,184 | 70,463,045 | 69,286,800 |
Total Assets | 33,390,454 | 71,823,654 | 70,639,796 | 69,477,425 |
Current liabilities: | ||||
Interest payable | 31,756 | 16,179 | 4,825 | |
Promissory note – Bitfufu | 1,930,000 | 1,480,000 | 740,000 | |
Current liabilities: | ||||
Accounts payable and accrued expenses | 283,584 | 186,748 | 221,982 | 103,063 |
Franchise tax payable | 13,900 | 24,100 | 58,800 | 46,800 |
Income tax payable | 45,554 | 244,419 | 148,310 | 49,057 |
Total Current Liabilities | 2,696,725 | 1,951,446 | 1,173,917 | 198,920 |
Deferred underwriting fee payable | 2,587,500 | 2,587,500 | 2,587,500 | 2,587,500 |
Total Liabilities | 5,284,225 | 4,538,946 | 3,761,417 | 2,786,420 |
Common stock subject to possible redemption | 33,185,036 | 71,752,184 | 70,463,045 | 69,286,800 |
Stockholders’ Deficit | ||||
Common stock, value | 200 | 200 | 200 | 200 |
Accumulated deficit | (5,079,007) | (4,467,676) | (3,584,866) | (2,595,995) |
Total Stockholders’ Deficit | (5,078,807) | (4,467,476) | (3,584,666) | (2,595,795) |
Total Liabilities, Temporary Equity, and Stockholders’ Deficit | 33,390,454 | 71,823,654 | 70,639,796 | 69,477,425 |
Current liabilities: | ||||
Excise tax payable | 391,931 | |||
Adjustments [Member] | ||||
Current assets: | ||||
Cash | ||||
Prepaid expenses | ||||
Total Current Assets | ||||
Investments held in Trust Account | 129,527 | 271,857 | 226,316 | 131,275 |
Total Assets | 129,527 | 271,857 | 226,316 | 131,275 |
Current liabilities: | ||||
Interest payable | ||||
Promissory note – Bitfufu | ||||
Current liabilities: | ||||
Accounts payable and accrued expenses | ||||
Franchise tax payable | ||||
Income tax payable | (367) | 29,522 | 19,959 | 27,568 |
Total Current Liabilities | (367) | 29,522 | 19,959 | 27,568 |
Deferred underwriting fee payable | ||||
Total Liabilities | (367) | 29,522 | 19,959 | 27,568 |
Common stock subject to possible redemption | 129,527 | 271,857 | 226,316 | 131,275 |
Stockholders’ Deficit | ||||
Common stock, value | ||||
Accumulated deficit | 367 | (29,522) | (19,959) | (27,568) |
Total Stockholders’ Deficit | 367 | (29,522) | (19,959) | (27,568) |
Total Liabilities, Temporary Equity, and Stockholders’ Deficit | 129,527 | 271,857 | 226,316 | 131,275 |
Current liabilities: | ||||
Excise tax payable | ||||
Restated [Member] | ||||
Current assets: | ||||
Cash | 158,698 | 7,409 | 165,606 | 173,789 |
Prepaid expenses | 46,720 | 64,061 | 11,145 | 16,836 |
Total Current Assets | 205,418 | 71,470 | 176,751 | 190,625 |
Investments held in Trust Account | 33,314,563 | 72,024,041 | 70,689,361 | 69,418,075 |
Total Assets | 33,519,981 | 72,095,511 | 70,866,112 | 69,608,700 |
Current liabilities: | ||||
Interest payable | 31,756 | 16,179 | 4,825 | |
Promissory note – Bitfufu | 1,930,000 | 1,480,000 | 740,000 | |
Current liabilities: | ||||
Accounts payable and accrued expenses | 283,584 | 186,748 | 221,982 | 103,063 |
Franchise tax payable | 13,900 | 24,100 | 58,800 | 46,800 |
Income tax payable | 45,187 | 273,941 | 168,269 | 76,625 |
Total Current Liabilities | 2,696,358 | 1,980,968 | 1,193,876 | 226,488 |
Deferred underwriting fee payable | 2,587,500 | 2,587,500 | 2,587,500 | 2,587,500 |
Total Liabilities | 5,283,858 | 4,568,468 | 3,781,376 | 2,813,988 |
Common stock subject to possible redemption | 33,314,563 | 72,024,041 | 70,689,361 | 69,418,075 |
Stockholders’ Deficit | ||||
Common stock, value | 200 | 200 | 200 | 200 |
Accumulated deficit | (5,078,640) | (4,497,198) | (3,604,825) | (2,623,563) |
Total Stockholders’ Deficit | (5,078,440) | (4,496,998) | (3,604,625) | (2,623,363) |
Total Liabilities, Temporary Equity, and Stockholders’ Deficit | 33,519,981 | $ 72,095,511 | $ 70,866,112 | $ 69,608,700 |
Current liabilities: | ||||
Excise tax payable | $ 391,931 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of Restatement Adjustment of Balance Sheet (Parentheticals) - Arisz Acquisition Corp. [Member] - $ / shares | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Previously Reported [Member] | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Common stock subject to possible redemption, shares | 3,154,365 | 6,900,000 | 6,900,000 | 6,900,000 |
Common stock subject to possible redemption, per share (in Dollars per share) | $ 10.56 | $ 10.44 | $ 10.24 | $ 10.06 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 |
Common stock, shares issued | 2,001,389 | 2,001,389 | 2,001,389 | 2,001,389 |
Common stock, shares outstanding | 2,001,389 | 2,001,389 | 2,001,389 | 2,001,389 |
Adjustments [Member] | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Common stock subject to possible redemption, shares | 3,154,365 | 6,900,000 | 6,900,000 | 6,900,000 |
Common stock subject to possible redemption, per share (in Dollars per share) | $ 10.56 | $ 10.44 | $ 10.24 | $ 10.06 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 |
Common stock, shares issued | 2,001,389 | 2,001,389 | 2,001,389 | 2,001,389 |
Common stock, shares outstanding | 2,001,389 | 2,001,389 | 2,001,389 | 2,001,389 |
Restated [Member] | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Common stock subject to possible redemption, shares | 3,154,365 | 6,900,000 | 6,900,000 | 6,900,000 |
Common stock subject to possible redemption, per share (in Dollars per share) | $ 10.56 | $ 10.44 | $ 10.24 | $ 10.06 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 |
Common stock, shares issued | 2,001,389 | 2,001,389 | 2,001,389 | 2,001,389 |
Common stock, shares outstanding | 2,001,389 | 2,001,389 | 2,001,389 | 2,001,389 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements (Details) - Schedule of Restatement Adjustment of Operations - Arisz Acquisition Corp. [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | |
Previously Reported [Member] | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
General and administrative expenses | $ 188,542 | $ 141,380 | $ 187,618 | $ 328,998 | $ 517,538 | $ 544,157 |
Franchise tax expense | 9,800 | 12,100 | 12,000 | 24,100 | 33,900 | 53,194 |
Operating income | (198,342) | (153,480) | (199,618) | (353,098) | (551,438) | (597,351) |
Other income: | ||||||
Interest earned on investments held in Trust Account | 763,986 | 704,974 | 486,246 | 1,191,220 | 1,955,206 | 286,800 |
Income before income taxes | 565,644 | 551,494 | 286,628 | 838,122 | 1,403,768 | (310,551) |
Income tax provision | (159,055) | (145,166) | (99,253) | (244,419) | (403,474) | (49,057) |
Net income and total comprehensive income | $ 406,589 | $ 406,328 | $ 187,375 | $ 593,703 | $ 1,000,294 | $ (359,608) |
Previously Reported [Member] | Common Stock Subject To Possible Redemption [Member] | ||||||
Other income: | ||||||
Basic weighted average shares outstanding (in Shares) | 4,800,798 | 6,900,000 | 6,900,000 | 6,900,000 | 6,200,266 | 5,893,151 |
Basic net income per share (in Dollars per share) | $ 0.1 | $ 0.09 | $ 0.06 | $ 0.15 | $ 0.24 | $ 0.57 |
Previously Reported [Member] | Nonredeemable Common Stock [Member] | ||||||
Other income: | ||||||
Basic weighted average shares outstanding (in Shares) | 2,001,389 | 2,001,389 | 2,001,389 | 2,001,389 | 2,001,389 | 1,961,132 |
Basic net income per share (in Dollars per share) | $ (0.03) | $ (0.1) | $ (0.11) | $ (0.21) | $ (0.25) | $ (1.88) |
Adjustments [Member] | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
General and administrative expenses | ||||||
Franchise tax expense | ||||||
Operating income | ||||||
Other income: | ||||||
Interest earned on investments held in Trust Account | (142,330) | 45,541 | 95,041 | 140,582 | (1,748) | 131,275 |
Income before income taxes | (142,330) | 45,541 | 95,041 | 140,582 | (1,748) | 131,275 |
Income tax provision | 29,889 | (9,564) | (19,959) | (29,522) | 367 | (27,568) |
Net income and total comprehensive income | $ (112,441) | $ 35,977 | $ 75,082 | $ 111,060 | $ (1,381) | $ 103,707 |
Adjustments [Member] | Common Stock Subject To Possible Redemption [Member] | ||||||
Other income: | ||||||
Basic weighted average shares outstanding (in Shares) | ||||||
Basic net income per share (in Dollars per share) | $ (0.03) | $ 0.01 | $ 0.01 | $ 0.01 | ||
Adjustments [Member] | Nonredeemable Common Stock [Member] | ||||||
Other income: | ||||||
Basic weighted average shares outstanding (in Shares) | ||||||
Basic net income per share (in Dollars per share) | $ (0.01) | |||||
Restated [Member] | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
General and administrative expenses | $ 188,542 | $ 141,380 | $ 187,618 | $ 328,998 | $ 517,538 | $ 544,157 |
Franchise tax expense | 9,800 | 12,100 | 12,000 | 24,100 | 33,900 | 53,194 |
Operating income | (198,342) | (153,480) | (199,618) | (353,098) | (551,438) | (597,351) |
Other income: | ||||||
Interest earned on investments held in Trust Account | 621,656 | 750,515 | 581,287 | 1,331,802 | 1,953,458 | 418,075 |
Income before income taxes | 423,314 | 597,035 | 381,669 | 978,704 | 1,402,020 | (179,276) |
Income tax provision | (129,166) | (154,730) | (119,212) | (273,941) | (403,107) | (76,625) |
Net income and total comprehensive income | $ 294,148 | $ 442,305 | $ 262,457 | $ 704,763 | $ 998,913 | $ (255,901) |
Restated [Member] | Common Stock Subject To Possible Redemption [Member] | ||||||
Other income: | ||||||
Basic weighted average shares outstanding (in Shares) | 4,800,798 | 6,900,000 | 6,900,000 | 6,900,000 | 6,200,266 | 5,893,151 |
Basic net income per share (in Dollars per share) | $ 0.07 | $ 0.09 | $ 0.07 | $ 0.16 | $ 0.24 | $ 0.58 |
Restated [Member] | Nonredeemable Common Stock [Member] | ||||||
Other income: | ||||||
Basic weighted average shares outstanding (in Shares) | 2,001,389 | 2,001,389 | 2,001,389 | 2,001,389 | 2,001,389 | 1,961,132 |
Basic net income per share (in Dollars per share) | $ (0.03) | $ (0.1) | $ (0.11) | $ (0.21) | $ (0.25) | $ (1.89) |
Restatement of Previously Iss_6
Restatement of Previously Issued Financial Statements (Details) - Schedule of Restatement Adjustment of Operations (Parentheticals) - Arisz Acquisition Corp. [Member] - $ / shares | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | |
Previously Reported [Member] | Common Stock Subject To Possible Redemption [Member] | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
Diluted weighted average shares outstanding | 4,800,798 | 6,900,000 | 6,900,000 | 6,900,000 | 6,200,266 | 5,893,151 |
Diluted net income per share | $ 0.10 | $ 0.09 | $ 0.06 | $ 0.15 | $ 0.24 | $ 0.57 |
Previously Reported [Member] | Nonredeemable Common Stock [Member] | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
Diluted weighted average shares outstanding | 2,001,389 | 2,001,389 | 2,001,389 | 2,001,389 | 2,001,389 | 1,961,132 |
Diluted net income per share | $ (0.03) | $ (0.10) | $ (0.11) | $ (0.21) | $ (0.25) | $ (1.88) |
Adjustments [Member] | Common Stock Subject To Possible Redemption [Member] | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
Diluted weighted average shares outstanding | ||||||
Diluted net income per share | $ (0.03) | $ 0.01 | $ 0.01 | $ 0.01 | ||
Adjustments [Member] | Nonredeemable Common Stock [Member] | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
Diluted weighted average shares outstanding | ||||||
Diluted net income per share | $ (0.01) | |||||
Restated [Member] | Common Stock Subject To Possible Redemption [Member] | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
Diluted weighted average shares outstanding | 4,800,798 | 6,900,000 | 6,900,000 | 6,900,000 | 6,200,266 | 5,893,151 |
Diluted net income per share | $ 0.07 | $ 0.09 | $ 0.07 | $ 0.16 | $ 0.24 | $ 0.58 |
Restated [Member] | Nonredeemable Common Stock [Member] | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
Diluted weighted average shares outstanding | 2,001,389 | 2,001,389 | 2,001,389 | 2,001,389 | 2,001,389 | 1,961,132 |
Diluted net income per share | $ (0.03) | $ (0.10) | $ (0.11) | $ (0.21) | $ (0.25) | $ (1.89) |
Restatement of Previously Iss_7
Restatement of Previously Issued Financial Statements (Details) - Schedule of Restatement Adjustment of Cash Flow - Arisz Acquisition Corp. [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | |
Previously Reported [Member] | ||||||
Cash Flows from Operating Activities: | ||||||
Net income (loss) | $ 406,589 | $ 406,328 | $ 187,375 | $ 593,703 | $ 1,000,294 | $ (359,608) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||
Interest earned on investments held in Trust Account | (763,986) | (704,974) | (486,246) | (1,191,220) | (1,955,206) | (286,800) |
Changes in operating assets and liabilities: | ||||||
Prepaid expenses | 5,691 | (47,225) | (29,884) | (16,836) | ||
Accounts payable and accrued expenses | 118,919 | 83,685 | 180,520 | 82,573 | ||
Interest payable | 4,825 | 16,179 | 31,756 | |||
Income tax payable | 99,253 | 195,362 | (3,503) | 49,057 | ||
Franchise tax payable | 12,000 | (22,700) | (32,900) | 46,800 | ||
Net cash used in operating activities | (58,183) | (372,216) | (808,923) | (484,814) | ||
Cash Flows from Investing Activities: | ||||||
Purchase of investment held in Trust Account | (69,000,000) | |||||
Cash deposited in Trust Account for extension | (690,000) | (1,380,000) | (1,620,000) | |||
Cash withdrawn from Trust Account to pay franchise tax and income taxes | 105,836 | 483,832 | ||||
Cash withdrawn from Trust Account for public stockholder redemptions | 39,193,137 | |||||
Net cash provided by (used in) investing activities | (690,000) | (1,274,164) | 38,056,969 | (69,000,000) | ||
Cash Flows from Financing Activities: | ||||||
Proceeds from sale of public units through public offering | 69,000,000 | |||||
Proceeds from sale of private placement units | 2,763,886 | |||||
Proceeds from sale of unit purchase option | 100 | |||||
Repayment of promissory note to related party | (105,000) | |||||
Payment of underwriters’ commissions | (1,725,000) | |||||
Payment of deferred offering costs | (350,383) | |||||
Proceeds from issuance of promissory note to Bitfufu | 740,000 | 1,480,000 | 1,930,000 | |||
Payment to redeemed public stockholders | (39,193,137) | |||||
Net cash provided by (used in) financing activities | 740,000 | 1,480,000 | (37,263,137) | 69,583,603 | ||
Net Change in Cash | (8,183) | (166,380) | (15,091) | 98,789 | ||
Cash and cash equivalents at beginning of year | 7,409 | 165,606 | 173,789 | 173,789 | 173,789 | 75,000 |
Cash and cash equivalents at end of year | 158,698 | 7,409 | 165,606 | 7,409 | 158,698 | 173,789 |
Supplemental Disclosure of Non-cash Financing Activities | ||||||
Initial classification of common stock subject to redemption | 59,614,985 | |||||
Deferred underwriting fee | 2,587,500 | 2,587,500 | ||||
Remeasurement of common stock to redemption value | 1,176,246 | 2,465,384 | 3,091,374 | 14,432,564 | ||
Adjustments [Member] | ||||||
Cash Flows from Operating Activities: | ||||||
Net income (loss) | (112,441) | 35,977 | 75,082 | 111,060 | (1,381) | 103,707 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||
Interest earned on investments held in Trust Account | 142,330 | (45,541) | (95,041) | (140,582) | 1,748 | (131,275) |
Changes in operating assets and liabilities: | ||||||
Prepaid expenses | ||||||
Accounts payable and accrued expenses | ||||||
Interest payable | ||||||
Income tax payable | 19,959 | 29,522 | (367) | |||
Franchise tax payable | 27,568 | |||||
Net cash used in operating activities | ||||||
Cash Flows from Investing Activities: | ||||||
Purchase of investment held in Trust Account | ||||||
Cash deposited in Trust Account for extension | ||||||
Cash withdrawn from Trust Account to pay franchise tax and income taxes | ||||||
Cash withdrawn from Trust Account for public stockholder redemptions | ||||||
Net cash provided by (used in) investing activities | ||||||
Cash Flows from Financing Activities: | ||||||
Proceeds from sale of public units through public offering | ||||||
Proceeds from sale of private placement units | ||||||
Proceeds from sale of unit purchase option | ||||||
Repayment of promissory note to related party | ||||||
Payment of underwriters’ commissions | ||||||
Payment of deferred offering costs | ||||||
Proceeds from issuance of promissory note to Bitfufu | ||||||
Payment to redeemed public stockholders | ||||||
Net cash provided by (used in) financing activities | ||||||
Net Change in Cash | ||||||
Cash and cash equivalents at beginning of year | ||||||
Cash and cash equivalents at end of year | ||||||
Supplemental Disclosure of Non-cash Financing Activities | ||||||
Initial classification of common stock subject to redemption | ||||||
Deferred underwriting fee | ||||||
Remeasurement of common stock to redemption value | 95,041 | 140,582 | (1,748) | 131,275 | ||
Restated [Member] | ||||||
Cash Flows from Operating Activities: | ||||||
Net income (loss) | 294,148 | 442,305 | 262,457 | 704,763 | 998,913 | (255,901) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||
Interest earned on investments held in Trust Account | (621,656) | (750,515) | (581,287) | (1,331,802) | (1,953,458) | (418,075) |
Changes in operating assets and liabilities: | ||||||
Prepaid expenses | 5,691 | (47,225) | (29,884) | (16,836) | ||
Accounts payable and accrued expenses | 118,919 | 83,685 | 180,520 | 82,573 | ||
Interest payable | 4,825 | 16,179 | 31,756 | |||
Income tax payable | 119,212 | 224,884 | (3,870) | 49,057 | ||
Franchise tax payable | 46,800 | (22,700) | (32,900) | 76,625 | ||
Net cash used in operating activities | (58,183) | (372,216) | (808,923) | (484,814) | ||
Cash Flows from Investing Activities: | ||||||
Purchase of investment held in Trust Account | (69,000,000) | |||||
Cash deposited in Trust Account for extension | (690,000) | (1,380,000) | (1,620,000) | |||
Cash withdrawn from Trust Account to pay franchise tax and income taxes | 105,836 | 483,832 | ||||
Cash withdrawn from Trust Account for public stockholder redemptions | 39,193,137 | |||||
Net cash provided by (used in) investing activities | (690,000) | (1,274,164) | 38,056,969 | (69,000,000) | ||
Cash Flows from Financing Activities: | ||||||
Proceeds from sale of public units through public offering | 69,000,000 | |||||
Proceeds from sale of private placement units | 2,763,886 | |||||
Proceeds from sale of unit purchase option | 100 | |||||
Repayment of promissory note to related party | (105,000) | |||||
Payment of underwriters’ commissions | (1,725,000) | |||||
Payment of deferred offering costs | (350,383) | |||||
Proceeds from issuance of promissory note to Bitfufu | 740,000 | 1,480,000 | 1,930,000 | |||
Payment to redeemed public stockholders | 39,193,137 | |||||
Net cash provided by (used in) financing activities | 740,000 | 1,480,000 | (37,263,137) | 69,583,603 | ||
Net Change in Cash | (8,183) | (166,380) | (15,091) | 98,789 | ||
Cash and cash equivalents at beginning of year | 7,409 | 165,606 | 173,789 | 173,789 | 173,789 | 75,000 |
Cash and cash equivalents at end of year | $ 158,698 | $ 7,409 | 165,606 | 7,409 | 158,698 | 173,789 |
Supplemental Disclosure of Non-cash Financing Activities | ||||||
Initial classification of common stock subject to redemption | 59,614,985 | |||||
Deferred underwriting fee | 2,587,500 | 2,587,500 | ||||
Remeasurement of common stock to redemption value | $ 1,271,287 | $ 2,605,966 | $ 3,089,625 | $ 14,563,839 |