Exhibit 99.1
NFT LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Stated in U.S. Dollars except Number of Shares)
| June 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 81,632,704 | $ | 61,750,809 | ||||
| Restricted cash | 4,369,868 | 4,306,519 | ||||||
| Prepayment and other current assets, net | - | 6,834,769 | ||||||
| Loan receivables | 800,000 | 800,000 | ||||||
| Total current assets | 86,802,572 | 73,692,097 | ||||||
| Non-current assets | ||||||||
| Non-marketable investment, net | - | - | ||||||
| Total non-current assets | - | - | ||||||
| Total assets | $ | 86,802,572 | $ | 73,692,097 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| LIABILITIES | ||||||||
| Current liabilities | ||||||||
| Accrued expenses and other payables | $ | 1,207,534 | $ | 3,259,319 | ||||
| Advance from customers | 4,369,868 | 4,306,519 | ||||||
| Warrant liabilities | 6,098,858 | 4,971,869 | ||||||
| Tax payables | 359,250 | 350,752 | ||||||
| Total current liabilities | 12,035,510 | 12,888,459 | ||||||
| Total liabilities | 12,035,510 | 12,888,459 | ||||||
| COMMITMENTS AND CONTINGENCIES | - | - | ||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| *Common stock (20,000,000 shares authorized; $0.05 par value; 4,080,380 shares issued and outstanding as of June 30, 2024; 1,399,675 shares issued and outstanding as of December 31, 2023) | 204,269 | 38,491 | ||||||
| Additional paid-in capital | 103,238,268 | 95,726,623 | ||||||
| Accumulated deficit | (28,675,475 | ) | (34,961,476 | ) | ||||
| Accumulated other comprehensive loss | - | - | ||||||
| Total shareholders’ equity | 74,767,062 | 60,803,638 | ||||||
| Total liabilities and shareholders’ equity | $ | 86,802,572 | $ | 73,692,097 | ||||
| * | All shares and per share data have been retroactively restated to reflect reverse stock split effected on April 12, 2024 onwards |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
1
NFT LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Stated in U.S. Dollars except Number of Shares)
| For the Six Months Ended | ||||||||
| June 30, | ||||||||
| 2024 | 2023 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Revenue | ||||||||
| Commission-continuing operations | $ | 394,949 | $ | 1,274,518 | ||||
| Commission-discontinued operations | $ | - | $ | - | ||||
| Revenue-continuing operations | 394,949 | 1,274,518 | ||||||
| Revenue-discontinued operations | - | - | ||||||
| Cost of revenue-continuing operations | (96,024 | ) | (301,260 | ) | ||||
| Cost of revenue-discontinued operations | - | - | ||||||
| Gross profit-continuing operations | 298,925 | 973,258 | ||||||
| Gross profit-discontinued operations | - | - | ||||||
| Operating expenses: | ||||||||
| General and administrative expenses-continuing operations | (894,813 | ) | (1,386,055 | ) | ||||
| General and administrative expenses-discontinued operations | - | (21,946 | ) | |||||
| Gain on disposal of subsidiaries | - | 6,869,809 | ||||||
| Total operating expenses - continuing operations | (894,813 | ) | (1,386,055 | ) | ||||
| Total operating expenses - discontinued operations | - | 6,847,863 | ||||||
| Loss from continuing operations | (595,888 | ) | (412,797 | ) | ||||
| Other income and expenses: | ||||||||
| Interest Income | 228,394 | 394,218 | ||||||
| Gain on change of fair value of warrant liability | 6,661,993 | - | ||||||
| Total other income (expenses) | 6,890,387 | 394,218 | ||||||
| Profit/(Loss) before income taxes-continuing operations | 6,294,499 | (18,579 | ) | |||||
| Income tax expenses-continuing operations | 8,498 | 62,311 | ||||||
| Net loss from continuing operations | 6,286,001 | (80,890 | ) | |||||
| Loss before income tax-discontinued operations: | ||||||||
| Gain on disposal of subsidiaries | - | 6,869,809 | ||||||
| Loss from discontinued operations | - | (21,946 | ) | |||||
| Income tax expenses-discontinued operations | ||||||||
| Tax expense | - | - | ||||||
| Net profit from discontinued operations | - | 6,847,863 | ||||||
| Net profit | $ | 6,286,001 | $ | 6,766,973 | ||||
| Foreign currency translation adjustment | - | (9,858 | ) | |||||
| Comprehensive income | $ | 6,286,001 | $ | 6,757,115 | ||||
| Profit/(Loss) from continuing operations per common share - basic | $ | 5.46 | $ | (0.01 | ) | |||
| Profit/(Loss) from continuing operations per common share -diluted | $ | 2.83 | $ | (0.01 | ) | |||
| Profit/(Loss) from discontinued operations per common share - basic | $ | - | $ | 0.98 | ||||
| Profit/(Loss) from discontinued operations per common share - diluted | $ | - | $ | 0.98 | ||||
| Weighted average number of common shares outstanding-basic | 1,151,703 | 6,998,238 | ||||||
| Weighted average number of common shares outstanding-diluted | 2,223,328 | 6,998,238 | ||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
2
NFT LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Stated in U.S. Dollars except Number of Shares)
| Number of shares | Common Stock | Additional Paid-in capital | Accumulated deficit | Accumulated other comprehensive loss | Total | |||||||||||||||||||
| Balance, December 31, 2022 | 699,838 | $ | 34,992 | $ | 92,526,972 | $ | (39,797,696 | ) | $ | (357,486 | ) | $ | 52,406,782 | |||||||||||
| Net loss from continuing operations | - | - | - | (80,890 | ) | - | (80,890 | ) | ||||||||||||||||
| Net loss from discontinued operations | - | - | - | (21,946 | ) | - | (21,946 | ) | ||||||||||||||||
| Disposal of subsidiaries | - | - | - | 6,502,465 | 367,344 | 6,869,809 | ||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | (9,858 | ) | (9,858 | ) | ||||||||||||||||
| Balance, June 30, 2023 | 699,838 | $ | 34,992 | $ | 92,526,972 | $ | (33,398,067 | ) | $ | - | $ | 59,163,897 | ||||||||||||
| Balance, December 31, 2023 | 1,399,675 | $ | 38,491 | $ | 95,726,623 | $ | (34,961,476 | ) | $ | - | $ | 60,803,638 | ||||||||||||
| *Correction of par value misstatement | - | 31,493 | (31,493 | ) | - | - | - | |||||||||||||||||
| Effect of rounding fractional shares into whole shares upon reverse stock split | 75,458 | 3,773 | (3,773 | ) | - | - | - | |||||||||||||||||
| Private placement | 1,399,675 | 69,984 | 15,396,421 | - | - | 15,466,405 | ||||||||||||||||||
| Issuance of common stock warrants | - | - | (11,158,348 | ) | - | - | (11,158,348 | ) | ||||||||||||||||
| Cashless exercise of common stock warrants | 1,210,572 | 60,528 | 3,308,838 | - | - | 3,369,366 | ||||||||||||||||||
| Net profit from continuing operations | - | - | - | 6,286,001 | - | 6,286,001 | ||||||||||||||||||
| Balance, June 30, 2024 | 4,085,380 | $ | 204,269 | $ | 103,238,268 | $ | (28,675,475 | ) | $ | - | $ | 74,767,062 | ||||||||||||
| * | Reclassification between common stock and additional paid-in capital has been prospectively corrected in the current period due to the application of incorrect par value of common stock during the year ended December 31, 2023. |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
3
NFT LIMITED AND SUBSIDIARIES
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in U.S. Dollars)
| Six Months Ended | ||||||||
| June 30, | June 30, | |||||||
| 2024 | 2023 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss from continuing operations | $ | 6,286,001 | $ | (80,890 | ) | |||
| Net loss from discontinued operations | - | 6,847,863 | ||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
| Fair value gain on warrant liabilities | (6,661,993 | ) | - | |||||
| Changes in operating assets and liabilities(decrease)increase in: | ||||||||
| Prepayment and other current assets | 396,263 | (1,891,405 | ) | |||||
| Customer deposits | 63,349 | 854,160 | ||||||
| Accrued expenses and other payables | (2,043,296 | ) | 1,459,012 | |||||
| Net cash (used in)/provided by operating activities - continuing operations | (1,959,676 | ) | 340,877 | |||||
| Net cash used in operating activities - discontinued operations | - | (1,267,255 | ) | |||||
| Net cash provided by operating activities | (1,959,676 | ) | (926,378 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Net cash provided by investing activities-discontinued operations | - | 61,376 | ||||||
| Net cash provided by investing activities | - | 61,376 | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from a short-term borrowing from a third party | - | 500,000 | ||||||
| Proceeds from a private placement | 21,904,920 | |||||||
| Net cash provided by financing activities-continuing operations | 21,904,920 | 500,000 | ||||||
| Net cash provided by financing activities-discontinued operations | - | - | ||||||
| Net cash provided by financing activities | 21,904,920 | 500,000 | ||||||
| Effect of exchange rate change on cash, cash equivalents and restricted cash from continuing operations | - | - | ||||||
| Effect of exchange rate change on cash, cash equivalents and restricted cash from discontinued operations | - | (29,729 | ) | |||||
| Net change in cash and cash equivalents, and restricted cash from continuing operations | 19,945,244 | 840,877 | ||||||
| Net change in cash and cash equivalents, and restricted cash from discontinued operations | - | (1,235,608 | ) | |||||
| Cash, cash equivalents and restricted cash, beginning balance | 66,057,328 | 66,361,627 | ||||||
| Cash and cash equivalents, and restricted cash beginning balance from discontinued operations | - | 1,235,608 | ||||||
| Cash and cash equivalents, and restricted cash beginning balance | 66,057,328 | 67,597,235 | ||||||
| Cash and cash equivalents, and restricted cash ending balance from continuing operations | $ | 86,002,572 | $ | 67,202,504 | ||||
| Cash and cash equivalents and restricted cash ending balance from discontinued operations | - | - | ||||||
| Cash and cash equivalents and restricted cash ending balance | $ | 86,002,572 | $ | 67,202,504 | ||||
| Cash and cash equivalents-continuing operations | $ | 81,632,704 | $ | 63,642,594 | ||||
| Restricted cash as of June 30, 2024 and 2023, respectively | 4,369,868 | 3,559,910 | ||||||
| Total cash, cash equivalents and restricted cash-continuing operations | $ | 86,002,572 | $ | 67,202,504 | ||||
| Cash and cash equivalents-discontinued operations | $ | - | $ | - | ||||
| Restricted cash - discontinued operations | - | - | ||||||
| Total cash, cash equivalents and restricted cash-discontinued operations | $ | - | $ | - | ||||
| Supplemental cash flows information: | ||||||||
| Cash paid for interest-continuing operations | $ | - | $ | - | ||||
| Cash paid for interest-discontinued operations | $ | - | $ | - | ||||
| Cash paid for income taxes-continuing operations | $ | - | $ | - | ||||
| Cash paid for income taxes-discontinued operations | $ | - | $ | - | ||||
4
