UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
OR
☐
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to
___________________
Commission file number: 001-39258
BTC Digital Ltd.
(Exact name of registrant as specified in its charter)
Cayman Islands | | Not Applicable |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
3rd Floor, Tower A
Tagen Knowledge & Innovation Center
2nd Shenyun West Road, Nanshan District
Shenzhen, Guangdong Province 518000
People’s Republic of China
(Address of principal executive offices)
Telephone: +86 755 8294 5250
E-mail: ir@btct.us
(Registrant’s telephone number, including
area code)
Securities registered pursuant to Section 12(b)
of the Act:
Title of Each Class: | | Trading Symbol(s): | | Name of Each Exchange on Which Registered: |
Ordinary Shares, par value $0.06 per share | | BTCT | | The Nasdaq Stock Market LLC |
Warrants, each exercisable for 1/600 ordinary shares | | BTCTW | | The Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g)
of the Act:
None
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
No ☒
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
No ☒
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☐ No ☒
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| | Emerging growth company | ☒ |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☐
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No ☒
The aggregate market value of the shares of ordinary
shares, par value $0.06 per share, held by non-affiliates of the registrant as of June 30, 2023, was approximately $90.915 million, based
on the closing sale price per share of the registrant’s ordinary share as reported by the Nasdaq Capital Market on such date.
As of December 31, 2023, BTC Digital Ltd. had
2,097,535 shares of outstanding ordinary shares, par value $0.06 per share.
TABLE OF CONTENTS
INTRODUCTION
In this annual report on Form
10-K, or this annual report, except where the context otherwise requires and for purposes of this annual report only, references to:
| ● | “we,” “us,”
“our Company,” “the Company” and “our” are to BTC Digital Ltd.; |
| ● | “China” or the “PRC”
are to the People’s Republic of China, including the special administrative regions of Hong Kong and Macau and excluding for the
purposes of this annual report only, Taiwan; |
| ● | “Code” are to the
U.S. Internal Revenue Code of 1986, as amended; |
| ● | “former variable interest
entities” or “former VIEs” are to Shenzhen Meten International Education Co., Ltd., or Shenzhen Meten, and Shenzhen
Likeshuo Education Co., Ltd., or Shenzhen Likeshuo, and their respective direct and indirect subsidiaries, which are PRC companies in
which Meten did not have equity interests but whose financial results had been consolidated by Meten in accordance with U.S. GAAP due
to Meten being the primary beneficiary of these companies prior to the termination of the VIE agreements in November 2022; |
| ● | “gross billings”
are to the total amount of cash received for the sales of our products and services during a specific period of time, net of the total
amount of refunds for that period, which is not a measure under U.S. GAAP; |
|
● |
“Met Chain” are to Met Chain investment holding company Ltd, a company formed under the laws of the British Virgin Islands; |
|
|
|
|
● |
“Met Path” are to Meta Path investing holding company, a company formed under the laws of the Cayman Islands; |
|
|
|
|
● |
“Meten Blockchain” are to “METEN BLOCK CHAIN LLC,” a company formed in the State of California; |
|
● |
“ordinary shares” are to our ordinary shares, par value US$0.06 per share, carrying one vote per share; |
| ● | “the operating entities”
are to the Company and the Company’s subsidiaries with operations, namely Meta Path investing holding company, Met Chain investment
holding company Ltd, and METEN BLOCK CHAIN LLC; |
| ● | “tier one cities”
are to Beijing, Shanghai, Guangzhou and Shenzhen; |
| ● | “tier two cities”
are to provincial capitals, regional centers or economically developed cities in China, including, among others, Chengdu, Hangzhou, Chongqing,
Wuhan and Tianjin; |
| ● | “tier three cities”
and “tier four cities” are to small- to mid-sized cities in China that are strategically located or have relatively developed
or large local economy; |
| ● | “dollars,” “US$”
and “U.S. dollars” are to the legal currency of the United States; |
|
● |
“U.S. GAAP” are to generally accepted accounting principles in the United States; and |
|
|
|
|
● |
years are to the calendar year from January 1 to December 31 and references to our fiscal year or years are to the fiscal year or years ended December 31. |
On August 10, 2023, we held a
general meeting of shareholders to effect a share consolidation. At the Meeting, our shareholders approved the Share Consolidation by
ordinary resolutions. As a result, our 500,000,000 issued and unissued ordinary shares of par value of US$0.003 each in the capital of
us were consolidated into 25,000,000 ordinary shares of nominal or par value of US$0.06 each. The Share Consolidation became effective
on August 23, 2023, and the ordinary shares began trading on a post-Share Consolidation basis on the Nasdaq Capital Market when the
market opened on August 24, 2023 under the same symbol “BTCT” but under a new CUSIP number of G6055H 155. No fractional shares
were issued in connection with the Share Consolidation. All fractional shares were rounded up to the whole number of shares.
From
a Cayman Islands legal perspective, the Share Consolidation does not have any retroactive effect on our shares prior to the effective
date on August 23, 2023. However, references to our ordinary shares in this annual report are stated as having been retroactively adjusted
and restated to give effect to the Share Consolidation, as if the Share Consolidation had occurred by the relevant earlier date. As a
result of the Share Consolidation, our issued and outstanding ordinary shares have been retroactively adjusted, where applicable, in
this annual report to give effect to the Share Consolidation of our ordinary shares, as if it had occurred at the beginning of the earlier
period presented.
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
This Annual Report on Form
10-K (this “Report”) contains forward-looking statements that involve risks and uncertainties. You should not place undue
reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking
statements for many reasons, including the reasons described in our “Business,” “Risk Factors,” and “Management
Discussion and Analysis of Financial Condition and Result of Operations” sections, as well as those discussed elsewhere in this
Report. In some cases, you can identify these forward-looking statements by terms such as “anticipate,” “believe,”
“continue,” “could,” “depends,” “estimate,” “expects,” “intend,”
“may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,”
“will,” “would” or the negative of those terms or other similar expressions, although not all forward-looking
statements contain those words.
Our operations and business
prospects are always subject to risks and uncertainties including, among others:
|
● |
Our ability to secure enterprise clients and deals in the face of growing competition; |
|
● |
Assumptions relating to the size of the market for our products and services; |
|
● |
Unanticipated regulations of cryptocurrencies that add barriers to adoption and have a negative effect on our business; |
|
● |
Our ability to obtain and maintain intellectual property protection for our products; and |
|
● |
Our estimates of expenses, future revenue, capital requirements and our needs for, or ability to obtain, additional financing. |
The forward-looking statements
in this Report represent our views as of the date of this Report. We anticipate that subsequent events and developments will cause our
views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current
intention to do so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements
as representing our views as of any date subsequent to the date of this Report.
Unless the context requires
otherwise, references in this Report to “we,” “us,” “our,” “our company,” “the Company”
or similar terminology refer to BTC Digital Ltd., including its consolidated subsidiaries.
MARKET DATA AND FORECASTS
This annual report also contains
data related to global cryptocurrency market that include projections based on a number of assumptions. The global cryptocurrency market
may not grow at the rates projected by market data, or at all. The failure of the global cryptocurrency market to grow at the projected
rates may have a material adverse effect on our business prospects, results of operations and the market price of our ordinary shares.
In addition, the relatively new and rapidly changing nature of the global cryptocurrency market subjects any projections or estimates
relating to the growth prospects or future condition of these markets to significant uncertainties. If any one or more of the assumptions
underlying the market data turns out to be incorrect, actual results may differ from the projections based on these assumptions. You should
not place undue reliance on these forward-looking statements.
PART I
ITEM 1. Business
Overview and Recent Developments
Through the operating entities,
we are a crypto asset technology company based in the U.S. with a focus on bitcoin mining. We also generate revenue through mining machines
resale and rental business operations.
For the fiscal year ended
December 31, 2023, we generated a substantial majority of our revenue from bitcoin mining. We store all of our bitcoins mined in hot wallets,
or cryptocurrency wallets connected to the internet, and may from time to time exchange bitcoins mined for fiat currency to generate cash
flow to fund our subsidiaries’ business operations. We attribute our growth since we launched our crypto asset business in 2022
to our competitive strengths in diversified revenue streams, dedicated team and efforts towards regulatory compliance, and our experienced
and visionary management team.
As of December 31, 2023, our
subsidiaries owned a total of 2,021 mining machines, of which 1,801, or 89.1% were under operation with a total hash rate of 213PH/S.
Through our subsidiaries, we manage and operate our mining machines at the hosting facilities operated by a hosting facility owner in
New Tazewell, Tennessee. For the fiscal year ended December 31, 2023, we mined a total of 99.7607 bitcoins, generating US$2.9 million
in revenue.
Historically, the price of
bitcoins has fluctuated significantly. The profitability of our bitcoin mining operations and our operation results have been and will
continue to be directly impacted by the trading price of bitcoins. To mitigate these risks, we have launched a mining machines resale
and rental business. We have maintained business relationship with a major machine manufacturer, AGM Technologies Ltd, from which we source
mining machines on an order-by-order basis, often at prices lower than market prices. We will then resell mining machines when there is
a shortage of machines available on the market and resale prices are higher. Additionally, from time to time, we rent out our mining machines
to customers at a rate calculated based on the total bitcoins mined. We seek to rent out a greater percentage of our fleet at times when
bitcoin prices are lower to generate cash flow.
We believe research and development
capacities are key to our continued long-term growth and will afford us with the ability to mine bitcoins with greater hash rate and power
efficiency and the opportunity to further expand our service or product offerings and diversify our revenue streams. Through the Affiliated
Company (as defined below), we have participated in the design and development of equipment dedicated for mining machines and infrastructure,
including high voltage power supply, liquid-cooling systems, and hash boards. In the near future, we plan to continue investing in research
and development through our subsidiaries and the Affiliated Company and accumulate knowledge in the cryptocurrency industry. See “—
Research and Development.”
Prior Business Operations
On October 20, 2022, pursuant
to the terms of the VIE contractual arrangements, Zhuhai Meizhilian Education Technology Co., Ltd. (“Zhuhai Meten”) and Zhuhai
Likeshuo Education Technology Co., Ltd. (“Zhuhai Likeshuo”) unilaterally terminated their respective contractual arrangements
with 30-day advanced notices to their respective former VIEs, namely Shenzhen Meten International Education Co., Ltd. and Shenzhen Likeshuo
Education Co., Ltd. (the “former VIEs”). The termination of the VIE contractual arrangements were effective on November 19,
2022. As the VIE structure has been unwound, the financial results of the VIEs and their subsidiaries are no longer consolidated into
the Company’s financial statements after the effective date. As of the date of this report, we only operate cryptocurrency mining
business in the U.S., and we no longer provide English language training (“ELT”) services, which services were provided by
the former VIEs. The following are descriptions of the former VIEs’ business, and the operating results of which were consolidated
into the Company’s financial statements for the first half of 2022.
Through the former VIEs, we
were an ELT service provider in China. China’s ELT market is segmented into general ELT, test-oriented ELT and after-school language
training sectors. The former VIEs offered a comprehensive ELT service portfolio comprising of general adult ELT, junior ELT, overseas
training services, online ELT and other English language-related services to students from a wide range of age groups. The former VIEs
conducted their business through offline-online business model designed to maximize compatibility within their business segments in order
to scale up at relatively low costs.
Nasdaq Notification Letters
On September 16, 2022, we
received a written notification from the Nasdaq Stock Market LLC (“Nasdaq”) notifying us that we were not in compliance with
the minimum bid price requirement set forth in Nasdaq rules for continued listing on the Nasdaq, and we were provided 180 calendar days,
or until March 15, 2023, to regain compliance. Our ordinary shares have not regained compliance with the minimum $1 bid price per share
requirement. On March 15, 2023, we applied for an additional 180-day compliance period. On March 17, 2023, we received a written notification
(the “Notification Letter”) from Nasdaq, notifying us that we were eligible for an additional 180 calendar day period, or
until September 11, 2023, to regain compliance. On September 8, 2023, we received a written notification from the Staff of Nasdaq, noting
that we had evidenced a closing bid price of our ordinary shares at or greater than the $1.00 per share minimum requirement for the preceding
10 consecutive business days, from August 24, 2023 through September 7, 2023, and informing us that we have regained compliance with the
Bid Price Rule and the matter is closed.
Registration Statement
On April 10, 2023, we filed
with the SEC a registration statement on Form S-8 (File No. 333-271205) to register under the Securities Act an aggregate of 730,806 ordinary
shares, which represents the additional shares available for issuance in 2022 pursuant to Section 4(b) of the Plan and equal to 3.5% of
the shares that were outstanding as of December 31, 2022. The Registration Statement has been prepared and filed pursuant to and in accordance
with the requirements of General Instruction E of the General Instructions to Form S-8, General Instruction C of the General Instructions
to Form S-8.
Resignation and Appointment of Director
On May 21, 2023, Mr. Jianlin
Yu, an independent director of us and a member of the audit committee of our board of directors, notified us of his resignation as a director
and a member of the audit committee of the board of directors, effective May 31, 2023. On May 26, 2023, our board of directors appointed
Mr. Yuejun Jiang as a director and a member of the audit committee of the board of directors, effective May 31, 2023. The appointment
intends to fill the vacancy created by Mr. Jianlin Yu’s departure. Mr. Yuejun Jiang does not have a family relationship with any
of our director or executive officer and has not been involved in any transaction with us during the past two years that would require
disclosure under Item 404(a) of Regulation S-K.
On December 30, 2023, Mr.
Jishuang Zhao, the chairman of the board of directors of us and a member and the chairman of the compensation committee and the nominating
and corporate governance committee of our board of directors, notified us of his resignation from the board of directors and from the
compensation committee and the nominating and corporate governance committee, effective December 10, 2023. Mr. Jishuang Zhao’s resignation
from our board of directors was due to personal reasons and not a result of any disagreement with us on any matter related to the operations,
policies, or practices of us. On December 1, 2023, the board of directors appointed Mr. Xu Peng as a director, the chairman of the board
of directors, and a member and chairman of the compensation committee and the nominating and corporate governance committee of the board
of directors, effective December 11, 2023. The appointment intends to fill the vacancy created by Mr. Jishuang Zhao’s departure.
Mr. Xu Peng does not have a family relationship with any of our director or executive officer and has not been involved in any transaction
with us during the past two years that would require disclosure under Item 404(a) of Regulation S-K.
Entry into A Material Agreement
On June 7, 2023, Meten Holding
Group Ltd., a company incorporated under the laws of the Cayman Islands (the “Company”), entered into an asset transfer agreement
(the “Asset Transfer Agreement”) with two individuals, Jianyu Guo and Tianying Zheng, pursuant to which the Company intends
to acquire 200 Bitcoin mining machines in total, or 100 from each of Jianyu Guo and Tianying Zheng (the “Sellers”), in consideration
for an aggregate of such number of ordinary shares valued at $880,000 to be issued to the Sellers, with the number calculated by US$880,000
divided by the average closing price of the Company’s ordinary shares for twenty (20) trading days immediately before the closing
date. The Company expects the closing of the transaction contemplated by the Asset Transfer Agreement to occur on or about June 22, 2023.
On July 10, 2023, the Company
entered into Amendment No. 1 to the Asset Transfer Agreement with the Sellers, pursuant to which all parties agreed that the Company shall
issue 2,274,548 ordinary shares to each of Jianyu Guo and Tianying Zheng, or 4,549,069 ordinary shares in total, in consideration for
the mining machines acquired under the Asset Transfer Agreement. On July 10, 2023, the parties to the Asset Transfer Agreement closed
the transactions contemplated by the agreement and issued a total of 4,549,069 ordinary shares of the Company to the Sellers. This transaction is presented on a retroactive basis in this annual report to reflect our 20-to-1 share consolidation.
Entry into Definitive Agreements
On August 1, 2023, we entered
into subscription agreements (the “Subscription Agreements”) with two purchasers, each an unrelated third party to us (collectively,
the “Purchasers”). Pursuant to the Subscription Agreements, the Purchasers agreed to subscribe for and purchase, and we agreed
to issue and sell to the Purchasers, pursuant to an exemption from registration under the Securities Act of 1933, as amended, an aggregate
of 4,000,000 ordinary shares, par value US$0.003 per share, at a purchase price of $0.25 per ordinary share and for an aggregate purchase
price of $1.0 million. The entry into the Subscription Agreements and the transactions contemplated thereby have been approved by our
board of directors.
We received gross proceeds
of approximately $1.0 million from the issuance with the closing of the transactions contemplated by the Subscription Agreements on August
22, 2023. This transaction is presented on a retroactive basis in this annual report to reflect our 20-to-1 share consolidation.
On December 14, 2023, we entered
into subscription agreements (the “Subscription Agreements II”) with three purchasers, each an unrelated third party to us
(collectively, the “Purchasers II”). Pursuant to the Subscription Agreements II, the Purchasers II agreed to subscribe for
and purchase, and we agreed to issue and sell to the Purchasers II, pursuant to Regulation S under the Securities Act of 1933, as amended,
an aggregate of 303,497 ordinary shares, par value US$0.06 per share, at a purchase price of $3.342 per ordinary share, for an aggregate
purchase price of $1,014,286. The entry into the Subscription Agreements II and the transactions contemplated thereby have been approved
by the Company’s board of directors.
We received gross proceeds
of approximately $1,014,286 from the issuance with the closing of the transactions contemplated by the Subscription Agreements II on January
5, 2024.
Annual General Meeting of Shareholders
On August 10, 2023, we held
a general meeting of shareholders, during which our shareholders approved the Share Consolidation. As a result, our 500,000,000 issued
and unissued ordinary shares of par value of US$0.003 each in the capital of us were consolidated into 25,000,000 ordinary shares of nominal
or par value of US$0.06 each (“Share Consolidation”). The Share Consolidation became effective on August 23, 2023, and the
ordinary shares began trading on a post-Share Consolidation basis on the Nasdaq Capital Market when the market opened on August 24, 2023
under the symbol “BTCT” but under a new CUSIP number of G6055 H155. No fractional shares were issued in connection with the
Share Consolidation. All fractional shares were rounded up to the whole number of shares. Immediately following the Share Consolidation,
authorized share capital of us shall be US$1,500,000, divided into 25,000,000 ordinary shares of a nominal or par value of US$0.06 each.
The shareholders also approved
to change our name from “Meten Holding Group Ltd.” to “BTC Digital Ltd.,” which became effective on August 18,
2023.
SEC Staff Action
On November 28, 2023, we received
a notification from the SEC regarding our registration statement filed under Section 6(a) of the Securities Act of 1933 with the SEC on
December 15, 2022. Because the registration statement has been on file for more than nine months and has not yet become effective, and
we did not respond to notice under Rule 479, that registration statement be declared abandoned on November 28, 2023.
Corporate History and Corporate Structure
We were formed to serve as
a holding company after consummation of the Mergers (defined below) contemplated by the Merger Agreement (defined below). We were formed
as a Cayman Islands exempted company on September 27, 2019. Prior to the Mergers, we owned no material assets and did not operate any
business. Our principal executive office is located at 3rd Floor, Tower A, Tagen Knowledge & Innovation Center, 2nd Shenyun West Road,
Nanshan District, Shenzhen, Guangdong Province 518000, The People’s Republic of China and our telephone number is +86 755 8294 5250.
On December 12, 2019, the
Company entered into an Agreement and Plan of Reorganization (the “Merger Agreement”) by and among the Company, EdtechX Holdings
Acquisition Corp., a Delaware corporation (“EdtechX”), Meten Education Inc., a Delaware corporation and wholly owned subsidiary
of the Company (“EdtechX Merger Sub”), Meten Education Group Ltd., a Cayman Islands exempted company and wholly owned subsidiary
of the Company (“Meten Merger Sub”, and together with EdtechX Merger Sub, the “Merger Subs”), and Meten International
Education Group, a Cayman Islands exempted company (“Meten”) which, among other things, provided for (i) Meten Merger Sub
to merge with and into the Company, with the Company being the surviving entity of such merger (the “Meten Merger”) and becoming
a wholly-owned subsidiary of the Company (“Surviving Cayman Islands Company”) and (ii) EdtechX Merger Sub to merge with and
into EdtechX, with EdtechX being the surviving entity of the merger (the “EdtechX Merger” and together with the Meten Merger,
the “Mergers”) and becoming a wholly-owned subsidiary of the Company.
On March 30, 2020, the parties
to the Merger Agreement consummated the Mergers. Immediately prior to the Mergers, Azimut Enterprises Holdings S.r.l. (the “Azimut
Investor”) invested US$20 million in EdtechX to purchase 2,000,000 units of EdtechX (with each unit consisting of one ordinary share
and one warrant to purchase one ordinary share of EdtechX at a price of US$11.50 per share), which units converted into the same number
of our units upon closing of the Mergers. Concurrently with the closing of the Mergers, our PIPE financing with two unaffiliated third-party
investors, one of which is ITG Education, in an aggregate investment of US$12 million was completed on March 30, 2020.
On March 30, 2020, our ordinary
shares were listed on the Nasdaq Capital Market under the symbol “METX.” Our warrants have been trading on the Nasdaq Capital
Market under the symbol “METXW” since May 27, 2020.
On August 11, 2021, we changed
our name from “Meten EdtechX Education Group Ltd.” to “Meten Holding Group Ltd.”
On October 20, 2022, pursuant
to the terms of the VIE contractual arrangements, Zhuhai Meizhilian Education Technology Co., Ltd. (“Zhuhai Meten”) and Zhuhai
Likeshuo Education Technology Co., Ltd. (“Zhuhai Likeshuo”) unilaterally terminated their respective contractual arrangements
with 30-day advanced notices to their respective former VIEs. The termination of the VIE contractual arrangements were effective on November
19, 2022. As the VIE structure has been unwound, the financial results of the VIEs and their subsidiaries are no longer consolidated into
the Company’s financial statements after the effective date. As of the date of this annual report, the operating entities only operate
cryptocurrency mining business in the U.S., and we no longer provide ELT services, which services were provided by the former VIEs.
Our shareholders approved
to change our name from “Meten Holding Group Ltd.” to “BTC Digital Ltd.,” which became effective on August 18,
2023 in the annual general meeting of shareholders. Below is a illustration of our latest corporate structure.
The SEC maintains a website
at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically
with the SEC using its EDGAR system.
Blockchain and Cryptocurrency Mining Overview
Blockchain is the ledger technology
that underlies bitcoin and other cryptocurrencies. The concept was first introduced in 2008 in the form of an anonymous whitepaper that
laid out the purpose and the technology behind bitcoin. The first bitcoin was created in 2009.
A blockchain is a decentralized,
distributed and encrypted digital public ledger that stores information in a secure, verifiable and permanent way. An advantage of blockchain
over other database technologies is that it is completely decentralized, meaning that no entity or computer owns and stores the full database,
and blockchain guarantees the security of a record of data and generates trust without the need for a trusted third party. Instead, the
blockchain ledger is partially distributed across computers that act as nodes in a peer-to-peer network, which requires every transfer
or storage of information in the public ledger to be approved by the majority of nodes in the network.
A cryptocurrency is a type
of decentralized, encrypted digital asset that acts as a medium of exchange and/or store of value. Cryptocurrencies are a popular application
of blockchain technology, enabling transactions on the network to be settled, confirmed and stored in a distributed public ledger through
a process called mining. Cryptocurrencies are not backed by a central bank or governmental entity, have no physical form and are usually
not tied to a value index. Additionally, the supply of a cryptocurrency may be fixed. Bitcoin, for example, has a maximum supply of 21 million
bitcoin, which is expected to be reached in 2140 and after which no additional bitcoin will be minted.
Cryptocurrencies have recently
gained extensive mainstream attention as the cryptocurrency market value and adoption rates, both by retail and institutional investors,
have experienced accelerated growth. We believe bitcoin specifically continues to gain more trust from investors and financial institutions
as it demonstrates its fundamental role in the crypto economy, leading to many companies adopting bitcoin as an alternative to cash on
their balance sheets.
We believe blockchain and
cryptocurrencies serve multiple purposes and can make a significant impact across multiple business sectors. We believe cryptocurrencies
have numerous advantages over fiat currencies, although there are potential risk factors that are not present with fiat currencies. Cryptocurrencies’
advantages include:
| ● | decentralized store of value,
supply of which may not be influenced by the monetary policy of governmental authorities or financial institutions; |
| ● | providing simplified and direct
access to financial services; |
| ● | encrypted and secure digital
asset; |
| ● | immediate settlement of transactions
without relying on an intermediary financial institution; and |
| ● | cryptocurrency can be converted
to fiat currencies at prevailing market prices for the relevant cryptocurrency. |
Cryptocurrency mining and miners
Cryptocurrency mining is the
process of using specialized and high-powered miners to solve advanced cryptographic math computations, verifying the authenticity of
such cryptocurrency transactions for the blockchain transaction public ledger. These solved math problems or authenticated transactions
are then combined into blocks, with these blocks having specific requirements in terms of size and proof-of-work, and later published
to the blockchain. A miner that verifies and solves a new block is awarded a portion of newly generated digital coins, which can then
be sold on the market to generate transaction fees and profits for the mining company or retained by the miner for future use.
The bitcoin network goes through
“halving events” during which the number of bitcoin that miners are awarded for processing a block are reduced by 50%. On
the bitcoin network, these events occur every 210,000 blocks (roughly every four years). There have been three halving events to date
on the bitcoin network. The initial award on the bitcoin network was 50 bitcoins per block. The current award is 6.25 bitcoin per block.
The most recent halving event occurred on May 11, 2020 and the next halving event will likely occur in 2024. The halving mechanism
results in an ever-decreasing issuance rate of bitcoin.
Mining pools
An individual miner’s
daily expected rewards in mining a type of cryptocurrency are proportionate to its contribution to such cryptocurrency’s aggregate
hash rate on its network. However, given the nature of how mining process works, the chance of successfully mining blocks is probabilistically
determined by the law of large numbers and there is significant variance involved in mining, especially for individual miners. To address
this issue, miners have recently explored methods to increase their probability of being awarded coins by pooling their processing resources
into a “mining pool.” A mining pool is a platform where miners contribute their computing power to jointly mine cryptocurrencies
and share mining rewards in proportion to the amount of hashing power contributed by each participant. By participating in a mining pool,
a miner is more likely to receive a smaller, yet steady, stream of mining rewards. The mining pool operator and the pool software arranges
the pool in terms of miners’ hashing capacity, work conducted and rewards earned.
Mining machines
Bitcoin is mined on specialized
computers that utilize an algorithm to guarantee the integrity of blocks in the blockchain using a specific hash function to solve the
algorithm. The hash function can be efficiently computed on a special mining device called ASIC using the SHA-256 cryptography algorithm,
which is the block hashing algorithm used by the bitcoin network to hash new blocks on the blockchain. SHA stands for Secret Hash Algorithm,
and it converts any input into a 32-byte output, creating output data hashes that always have 256 digits. The main suppliers of bitcoin
mining rigs are Bitmain and MicroBT, each of which control a significant amount of the market of mining machines, with other major suppliers
including Ebang and Canaan.
Mining machines are rewarded
in bitcoin and transaction fees in proportion to their processing contribution to the network. Mining machines are relatively energy intensive
and produce a high amount of heat. To operate mining machines efficiently at a low cost, mining companies endeavor to procure low-cost
energy sources and implement efficient cooling methods.
Performance metrics
Network hash rate
Mining hardware conducts complex
computations to verify transactions in the blockchain and is measured in “hash rate” or “hashes per second.” “Hash
rate” is defined as the speed at which a computer can take any set of information and turn it into letters and numbers of a certain
length, known as a “hash.” A “hash” is the computation run by mining hardware in support of the blockchain; therefore,
a miner’s “hash rate” refers to the rate at which it is capable of solving such computations. The total hash rate is
a measure of the computing power of the network. A participant in a blockchain network’s mining function has a hash rate total of
mining hardware deployed by such participant seeking to mine a specific digital asset and, network-wide, there is a total hash rate of
all miners seeking to mine each specific type of digital asset. If a mining participant has a higher total hash rate than the blockchain
network’s total hash rate, this participant generally sees a higher success rate in digital asset rewards over time as compared
to other mining participants with relatively lower total hash rates.
Mining Difficulty
Mining difficulty refers to
the level of process power, or hash rate, required for solving and authenticating a complex cryptographic block. Mining difficulty automatically
adjusts by increasing or decreasing the computing requirement for verifying a block when there is a corresponding increase or decrease
in the total hash rate of a network. The higher the number of mining machines in the network effectively results in a higher mining difficulty.
As more processing power is added to the network, the difficulty increases.
The process of solving a block
in the bitcoin network is tied to ten-minute increments. As miners are added or removed from the network and hash rate increases
or decreases, difficulty must adjust periodically to maintain the ten-minute process. This periodic adjustment occurs every 2,016
blocks, which occurs approximately every two weeks.
Our Competitive Strengths
We believe that the following
strengths differentiate us from our competitors:
Diversified Revenue Streams Allowing us
to Mitigate Bitcoin Price Fluctuations
Through our subsidiaries,
we started generating revenue through mining bitcoins and conducting a mining machines resale and rental business in the fiscal year ended
December 31, 2023. For the fiscal year ended December 31, 2023, 31.8%, 60.5% and 7.7% of our total revenue was generated from bitcoin
mining, mining machines resale, and other mining-related business , respectively.
We started our cryptocurrency
business with bitcoin mining. As of the date of this annual report, our subsidiaries own a total of 2,021 mining machines, of which 1,801,
or 89.1% are currently under operation and placed in the three hosting facilities managed by third-party services providers with whom
we entered into hosting agreements, located at New Tazewell, Tennessee.
Historically, the price of
bitcoins has fluctuated significantly. For example, Bitcoin’s aggregate market value exceeded $1 trillion in October 2021 compared
to $250 billion in October 2020, and fell back to $326 billion in January 2023, based on Bitcoin prices quoted on major exchanges. The
profitability of our bitcoin mining operations and our operation results have been and will continue to be directly impacted by the trading
price of bitcoins. To mitigate the risk of significant fluctuations in Bitcoin, we have launched a mining machines resale and rental business.
We have maintained business
relationship with a major machine manufacturer, AGM Technologies Ltd, from which we source mining machines on an order-by-order basis,
often at prices lower than market prices. We will then resell mining machines when there is a shortage of machines available in the market
and resale prices are higher. Additionally, from time to time, we rent out our mining machines to customers at a rate calculated based
on the total bitcoins mined. We seek to rent out a greater percentage of our fleet at times when bitcoin prices are lower to generate
cash flow.
We believe that by diversifying
our revenue streams, we will be able to mitigate the risks we experience as a result of bitcoin price fluctuations and grow our business
in the long run.
Dedicated Team and Efforts Towards Compliance
with Cryptocurrency Laws and Regulations
Over the past few years, countries
and regulatory bodies worldwide have implemented an increasing number of laws and regulations on cryptocurrencies. As a new entrant into
the cryptocurrency industry, we have dedicated efforts to ensure compliance with cryptocurrency laws and regulations. Towards this goal,
we have set up a compliance team, led by our chief executive officer, Mr. Siguang Peng, and comprised of experienced industry professionals
and experts and external consultants. The compliance team has the right to veto any operational decision of the Company if it suspects
that such decision materially runs the risk of violating cryptocurrency laws and regulations. The compliance team also reviews and analyzes
newly implemented regulatory policies, hold internal discussion and research sessions, and consults with industry experts on a regular
basis to better its understanding of regulatory policies and implement compliance plans. We believe that our strong emphasis and dedication
towards regulatory compliance will help us grow and succeed in the industry in the long run.
Experienced and Visionary Management Team
and Partners of the Affiliated Company with Proven Track Records
Our management team is led
by our co-founders Mr. Siguang Peng, Mr. Xu Peng and Mr. Yupeng Guo, each of whom has more than 16 years of senior management experience.
Additionally, we formed a company (the “Affiliated Company”) focusing on cryptocurrency business, Met Chain Co., Ltd., in
which we hold a total of 24.3% equity interests as of the date of this annual report, with Mr. Zhijun Liu, Ms. Yunning Li, Mr. Manning
Liao, who have rich experience in the cryptocurrency and blockchain industries. For example, Mr. Zhijun Liu, who serves as a vice president
of Hummer Miner, a technology company with a focus on the development and manufacturing of cryptocurrency machines, has extensive experience
and expertise in the development of mining machines. Ms. Yunning Li, the former chief marketing officer of ChainPlus, has extensive experience
in the cryptocurrency industry.
With their clear vision and
long-term commitment to our business strategies, we have achieved success with our current business focus on mining small-cap cryptocurrencies
and significant revenue growth in the past few years. We believe that in the future we will continue to benefit from our senior management
team’s industry knowledge, diverse background and skills, and clear version for our ongoing development.
Our Strategies
Through our subsidiaries,
we plan to implement the following growth strategies:
Growing Our Current Business Lines
We believe that the cryptocurrency
industry still has significant growth potentials, and we expect to continue growing our current cryptocurrency business lines through
increasing the number of mining machines in our fleet in the future. Benefiting from higher combined hash rate, owning a large number
of mining machines would allow us to increase our profitability derived from bitcoin mining when bitcoin prices are high, and gain more
bargaining power in mining machines resale and rental operations. Growing our current business lines can also benefit us by further contributing
to the diversification of our revenue streams and our continued growth and success.
Increasing Research and Development Efforts
The global cryptocurrency
industry is characterized by rapid technological development and continual introduction of new models of mining machines. We believe that
our future success depends largely on our ability to mine cryptocurrencies at faster pace and with greater computing power, lower energy
costs, and lower environmental impact than our competitors.
Through the Affiliated Company,
we have participated in the design and development of equipment dedicated for mining machines and infrastructure, including high voltage
power supply, liquid-cooling systems, and hash boards. In the near future, we plan to continue investing in research and development through
our subsidiaries and the Affiliated Company and accumulate knowledge in the cryptocurrency industry. Specifically, we intend to design
and develop a proprietary model of ASIC mining machines dedicated to bitcoin mining. For details, see “— Research and Development.”
To empower our subsidiaries’
research and development capabilities, we plan to start expanding our subsidiaries’ research and development team and upgrade their
facilities for research and development in 2024. As of December 31, 2023, our subsidiaries had five members in their research and development
team. Our subsidiaries will aim to attract talented persons specialized in algorithm optimization, software development, and mining machine
design, and provide incentives to them for innovation, and continue building a strong research and development team.
Offering Crypto Asset Management Services
As the cryptocurrency industry
continues to grow, we expect the market demand for crypto asset management services to increase as investors are seeking to manage and
grow the crypto assets they own. We launched Bitcoin miner management and technical services in 2023, and we plan to gradually launch
more crypto asset management services to clients, such as crypto wallets, custody solutions, and trust services, in 2024 and 2025. We
believe these services will be able to meet the needs to investor clients, as well as add to our services value chain.
Competition
Mining is a constantly evolving
business with a wide range of competition. Broadly, we compete with other companies that focus on mining bitcoin at a large scale. We
face competition based on securing low-cost, reliable and renewable power, purchasing mining machines and other essential technology,
buying or leasing sites to host our mining machines and ultimately producing hash rate. We also face competition in the ability to raise
capital and hire qualified personnel.
Our competitors vary from
solo enthusiasts to large corporations with significant scale of operations, including their own data centers. We compete with respect
to hash rate, access to low-cost renewable power, operational efficiency, technological innovation and return on investment. We believe
the recent increase in market prices for bitcoin and other digital assets has allowed new competition to enter the market and allowed
existing competitors to access the requisite capital required to quickly scale their operations through large power contracts and additional
miners. We expect this trend to continue as bitcoin and other digital assets continue to appreciate in value.
We believe that we have several
competitive advantages that will be maintained and extended through execution of our strategy, including growing technology capacities,
strong marketing team, and a leading management team. However, some of our competitors may have more resources than we do, and may be
able to devote greater resources than we can to expand their business. With respect to our mining machines rental business and services
offerings we expect to launch in the future, including crypto asset management services, we intend to offer competitive prices to attract
more customers and enhance competitiveness.
Proof-of-stake networks also
serve as competition to the bitcoin blockchain. As proof-of-stake algorithms create new blocks in a blockchain without resource intensive
calculations to validate transactions, companies with significant advantages in terms of scale or low-cost power may be less competitive
on a proof-of-stake network.
Bitcoin Mining Operations
Mining Machines
As of the date of this annual
report, our subsidiaries own a total of 2,021 mining machines, which our subsidiaries rely upon for their day-to-day business activities.
Among all mining machines owned, a total of 2,021 miming machines are currently under operation, hosted at one site managed by a facility
operator.
Set forth below is a summary
of each model of bitcoin mining machines our subsidiaries own as of the date of this annual report:
| | |
Model | |
Total Mining Machines Hosted and Under Operation | |
1 | | |
Bitmain Antminer S19j Pro 100TH/S | |
| 1,749 | |
2 | | |
Bitmain Antminer S19 XP 140TH/S | |
| 272 | |
| | |
Total: | |
| 2,021 | |
With their mining machines,
our subsidiaries mined cryptocurrencies of an aggregate value of nil, US$2.4 million, and US$2.9 million for the fiscal years ended
December 31, 2021, 2022 and 2023, respectively. As of December 31, 2023, our network hash rate for all mining machines operated was
213PH/S.
Hosting Facilities
A hosting facility functions
as a storage facility where mining machines mine cryptocurrencies. Hosting facilities are owned and operated by third parties, with whom
we enter into agreements for the hosting of our subsidiaries’ mining machines. We select sites for hosting facilities to place and
operate our subsidiaries’ mining machines based on criteria including but not limited to:
| ● | favorable local laws and regulations
on cryptocurrency mining activities; |
| ● | low land and electricity costs
to reduce mining expense for our subsidiaries’ mining activities; |
| ● | political stability of surrounding
area; and |
| ● | local tax policies on income
generated from mining activities. |
Through our subsidiaries,
we currently manage and operate our mining machines at one hosting facility operated by a hosting facility owner in New Tazewell, Tennessee.
The third-party facility operator also equips these mining farms and facilities with supporting staff to trouble shoot basic everyday
technical difficulties. As of December 31, 2023, among all the machines owned by our subsidiaries, 1,801, or approximately 89.1%
of the total 2,021 mining machines, were under operation.
The following chart sets forth
the details of the hosting facilities with the location of our subsidiaries’ mining machines as of December 31, 2023:
Location | |
Total Mining Machines Hosted | | |
Machines Under Operation | | |
Machines Not Under Operation | |
3785 Tennessee 33, New Tazewell, TN, 37825 | |
| 2,021 | | |
| 1,801 | | |
| 220 | |
Total: | |
| 2,021 | | |
| 1,801 | | |
| 220 | |
Mining Pools
A mining pool is a platform
where miners contribute their computing power to jointly mine cryptocurrencies and share mining rewards in proportion to the amount of
hashing power contributed by each participant. In a mining pool, the mining process is repeated a large number of times by all of its
participants. By aggregating every participant’s hash power, it is more likely for the mining pool to successfully mine any particular
block. Mining pools can therefore mutualize the risk of mining and participants can share mining rewards on a pro rata basis depending
on each miner’s contribution to computing power to the pool.
Through our subsidiaries,
we mine bitcoins exclusively through participating in mining pools. We currently participate in two mining pools, BTC.com pool, and F2Pool,
for bitcoin mining. For the fiscal year ended December 31, 2021, we did not participate in any mining pools. For the fiscal year ended
December 31, 2022, we mined 77.3922 bitcoins from participating in BTC.com pool, and 7.5716 bitcoins from participating in F2Pool. For
the same year, we paid 0.5% of total bitcoins mined, or 0.3870 bitcoins, to BTC.com pool as pool fees, and 0.5% of total bitcoins mined,
or 0.0379 bitcoins, to F2Pool as pool fees. For the fiscal year ended December 31, 2023, we mined 99.7607 bitcoins from participating
in F2Pool. For the same year, we paid 0.5% of total bitcoins mined, or 0.4988 bitcoins, to F2Pool as pool fees.
Mining Results
We operate our bitcoin mining
operations through our subsidiaries. In one respect, we measure the success of our operations by the value of the bitcoins our subsidiaries
earn from their mining activities. We believe in the long term growth potential of bitcoins, and we tend to hold most of the bitcoins
our subsidiaries mine. Nevertheless, as our subsidiaries continue to produce bitcoins, our subsidiaries may from time to time exchange
bitcoins for fiat currency such as U.S. dollars to generate cash flow to fund our business operations, subject to a combination of
market and operational conditions. As of the date of this annual report, we do not have a policy in place regarding when and how we will
exchange our mined bitcoins for fiat currency and through what exchange. Currently, we do not maintain agreements with any third-party
exchange on which we exchange cryptocurrencies into fiat currency.
As of the date of this annual
report, we store all of our bitcoins in hot wallets. A hot wallet refers to any cryptocurrency wallet that is connected to the internet.
Generally, hot wallets are easier to set up and access as compared to wallets in cold storage, but they are also more susceptible to hackers
and other technical vulnerabilities. Cold storage is generally more secure than hot storage, but is not ideal for quick or regular transactions.
In the near future, we intend to switch a portion of our bitcoin storage to cold wallets and use a combination of hot wallets and cold
wallets for bitcoin storage in the future. We take a series of precaution measures to protect our bitcoins, including opening accounts
on reputable and reliable exchanges, setting up complex passwords and changing passwords on a frequent basis, adopting two-factor authentication
for log-in, avoid using public Wi-Fi for account access, and staying informed of latest cybersecurity threats.
In the fiscal year ended December
31, 2021, we did not mine any bitcoin. In the fiscal year ended December 31, 2022, we mined a total of 84.9638 bitcoins, generating revenue
in the amount of US$2.4 million. In the same fiscal year, we exchanged a total of 86.5039 bitcoins for fiat currency, with an average
selling price of US$25,295 per bitcoin. As of December 31, 2022, our network hash rate for all mining machines operated was 140PH/S. In
the fiscal year ended December 31, 2023, we mined a total of 99.7607 bitcoins, generating revenue in the amount of US$2.9 million. In
the same fiscal year, we exchanged a total of 94.9062 bitcoins for fiat currency, with an average selling price of US$27,078 per bitcoin,
and our electricity costs per bitcoin mined was US$ 22,339 million in 2023. As of December 31, 2023, our network hash rate for all mining
machines operated was 213PH/S.
Mining Machines Resale
In addition to bitcoin mining,
we also resell mining machines to generate revenue and cash flows and diversify our income streams. We have maintained business relationship
with a major mining machine manufacturer, AGM Technologies Ltd, from which we source mining machines on an order-by-order basis, often
at prices lower than market prices. We will then resell mining machines when there is a shortage of machines available in the market and
resale prices are higher.
In the fiscal year ended December
31, 2021, we did not engage in mining machines resale operations. In the fiscal year ended December 31, 2022, we sold 944 bitcoin mining
machines in total, with models including Antminer S19XP, Antminer L7 9050 and Antminer L7 8800, to customers, generating revenue in the
amount of US$8.82 million, or 74.5% of our total revenue for the fiscal year ended December 31, 2022, representing gross margin of 39.3%.
In the fiscal year ended December 31, 2023, we sold 815 bitcoin mining machines in total, with models including Antminer L7 9050 and Antminer
L7 8800, to customers, generating revenue in the amount of US$5.5 million, or 60.5% of our total revenue for the fiscal year ended December
31, 2023, representing gross margin of 16.7%.
For the fiscal year ended
December 31, 2021, we did not source any machines for our mining machines resale operations. For the fiscal year ended December 31, 2022,
Skyline II Acquisition Corporation and Bitmain Technologies Ltd were our main suppliers for our mining machines resale operations, representing
purchase from us in the amount of $3.4 million and $1.8 million, or 64.6% and 35.4%, respectively, out of the total mining machines sold.
For the fiscal year ended December 31, 2023, Skyline II Acquisition Corporation and Bitmain Technologies Ltd were our main suppliers for
our mining machines resale operations, representing purchase from us in the amount of $4.6 million and $0.5 million, or 89.6% and 10.4%,
respectively, out of the total mining machines sold.
We enter into sales orders
with mining machine purchasers. For the fiscal year ended December 31, 2021, we did not sell any mining machines. For the fiscal year
ended December 31, 2022, we sold mining machines to a total of three customers, and purchase from DGC Gaming Advisory Limited, New Digital
Trading Company Limited, and Morgogo Company Limited constituted 47.1%, 31.4%and 21.5% of our total sales, respectively. For the fiscal
year ended December 31, 2023, we sold mining machines to a total of two customers, and purchase from New Digital Trading Company Limited,
and Morgogo Company Limited constituted 57.0% and 43.0% of our total sales, respectively.
Mining Machines Rental
From time to time, we seek
to rent out a greater percentage of our fleet at times when bitcoin prices are lower to generate cash flow. Given the fluctuating nature
of bitcoins, we seek to rent out our machines for a short period of time and under a few months. We enter into a rental agreement with
customers for rental fees calculated based on the total bitcoins mined and the customers will bear the costs of electricity used in such
machines’ mining activities. The mining machines rented out will not be physically transferred to the customers’ premises
and will still be operated at our hosting facilities.
In October and November 2022,
1,200 mining machines, representing 68.4% of our total mining machines, was rented out to customers. For the fiscal year ended December
31, 2022, we generated US$0.62 million in revenue from mining machines rental business, representing 5.3% of our total revenue for the
fiscal year ended December 31, 2022. In the same fiscal year, we generated rental fees in the amount of US$0.62 million from one customer,
Lobo Group Limited, representing 100% of total rental fees generated.
For the fiscal year ended December 31, 2023, we
generated US$0.3 million in revenue from mining machines rental business, representing 2.8% of our total revenue for the fiscal year ended
December 31, 2023. In the same fiscal year, we generated rental fees in the amount of US$0.3 million from one customer, DDACE LTD, representing
100% of total rental fees generated.
Suppliers
Our subsidiaries value the
quality and computing power of their mining machines and, as such, our subsidiaries carefully evaluate the potential suppliers. In particular,
our subsidiaries take into account factors including, but not limited to, a potential supplier’s operating history, operational
scale, industry reputation, product quality, quality control effectiveness, technological expertise, pricing, reliability, and customer
services. Our subsidiaries do not maintain strategic framework agreement or long-term procurement agreement with any of the suppliers,
and our subsidiaries purchase raw materials from the suppliers on an order-by-order basis. Despite that, during the fiscal years
ended December 31, 2021, 2022 and 2023, our subsidiaries did not experience any significant difficulties in procuring mining machines.
For the fiscal year ended
December 31, 2021, AGM Technologies Ltd and Bitmain Technologies Ltd were our main suppliers for the mining machines used in our bitcoin
mining operations, representing our purchase in the amount of $6.9 million and $2.6 million, or 63.1% and 24.0%, out of the total mining
machines purchased for use in our bitcoin mining operations, respectively. For the fiscal year ended December 31, 2022, AGM Technologies
Ltd and Bitmain Technologies Ltd were our main suppliers for the mining machines used in our bitcoin mining operations, representing our
purchase in the amount of $7.9 million and $1.7 million, or 81.9% and 18.1% out of the total mining machines purchased for use in our
bitcoin mining operations, respectively. For the fiscal year ended December 31, 2023, Bitmain Technologies Ltd were our main suppliers
for the mining machines used in our bitcoin mining operations, representing our purchase in the amount of $5.32 million, or 100% out of
the total mining machines purchased for use in our bitcoin mining operations.
Marketing and Sales, Distribution and Logistics
We rely primarily on word-of-mouth
referrals as a marketing tool for our business. For the fiscal year ended December 31, 2023, all of the operating entities’ clients
have come through referrals from existing clients. As of the date of this annual report, we have three members in our marketing and branding
team. Our marketing team also connects with potential customers through organizing and participating in cryptocurrency events and conferences,
and maintains relationship with existing customers through visits and social events.
Research and Development (“R&D”)
Research and development is
key to our future innovation and business growth, and we intend to devote significant resources in the research and development of products
and services complementary to our bitcoin mining operations.
We also place a strong emphasis
on building our subsidiaries’ research and development team. As of December 31, 2023, the operating entities employed a total of
five full-time PRC individuals in their research and development team. Many members of the operating entities’ research and development
team have prior work experience in blockchain and cryptocurrency and information technology.
Intellectual Property
We do not currently own any
intellectual properties in connection with our existing technologies. However, we may in the future rely upon patents, trade secrets,
trademarks, service marks, trade names, copyrights or other intellectual property rights. In addition, we expect to continue developing
our technologies to enhance our operational efficiency.
Employees
We had 1,229, 16, and 20 full-time employees
as of December 31, 2021, 2022 and 2023, respectively. The number of full-time employees as of December 31, 2021 also includes the employees
of the former VIEs. The following table sets forth the number of our employees by function as of December 31, 2023:
Function | |
Total | |
Management | |
| 4 | |
General and administration | |
| 16 | |
Total | |
| 20 | |
All of our 20 employees reside
in the PRC. Our officers, including our chief executive officer, Siguang Peng, and our acting chief financial officer, Yupeng Guo, reside
in the PRC.
We believe that our success
and continued growth depend on our ability to attract, retain, and motivate qualified employees. Through our subsidiaries, we offer our
employees competitive salaries, comprehensive training, and other fringe benefits and incentives. We believe that through our subsidiaries,
we maintain a good working relationship with our employees, and we have not experienced any material labor disputes or work stoppages.
None of our employees or PRC individuals are represented by labor unions, and no collective bargaining agreement has been put in place.
Through our subsidiaries,
we enter into standard employment agreements, non-compete agreements, and confidentiality agreements with our employees. Our employees
are not covered by any collective bargaining agreement. We believe that we maintain a good working relationship with our employees, and
we have not experienced any significant labor disputes as of the date of this annual report.
Environmental Initiatives
For the fiscal years ended
December 31, 2021, 2022 and 2023, the total electricity fees we paid in connection with bitcoin mining operations were nil, US$2.9 million,
and US$2.2 million, respectively, and the costs per kilowatt hour for the respective period was nil, US$0.08, and US$0.08 per kWh.
We are aware of the amount
of energy the operating entities use in their business activities and we intend to expand our energy-saving efforts in the future. Specifically,
we intend to develop products complementary to our operations that are able to provide greater energy efficiency. Furthermore, accessibility
and availability of renewable energy has always been and will continue to be a significant factor in our evaluation process for selecting
the sites of operations. We believe that growing with sustainability is important for our success in the long run.
Insurance
We and our subsidiaries do
not currently maintain any commercial insurance. As such, we are susceptible to losses including property damage, accidents, or liabilities.
In the event that such damages are substantial, we may experience materially negative impact on our business operations, financial condition,
and results of operations. See “Item 1A. Risk Factors — Risks Related to Our Business and Industry — The operating
entities’ mining operations, including the sites in which their mining machines are operated or that are currently under construction,
may experience damages, including damages that are not covered by insurance.”
Material Contracts
On January 2, 2024 the Company
has entered into an asset purchase agreement with BITMAIN TECHNOLOGIES DELAWARE LIMITED to acquire 2,000 units of T21 Miners for $5,320,000.
The machines are expected to be delivered and put into operation by the Company in the first half of 2024.
Government Regulation
Government regulation of blockchain
and cryptocurrency is being actively considered by the United States federal government via a number of agencies and regulatory bodies,
as well as similar entities in other countries. State government regulations also may apply to our activities and other activities in
which we participate or may participate in the future. Other regulatory bodies are governmental or semi-governmental and have shown
an interest in regulating or investigating companies engaged in the blockchain or cryptocurrency business. We anticipate that Bitcoin
mining will be a focus for potential increased regulation in the near and long term, and we cannot predict how future regulations may
affect our business or operations.
Businesses that are engaged
in the transmission and custody of bitcoin and other cryptocurrencies, including brokers and custodians, can be subject to U.S. Treasury
Department regulations as money services businesses as well as state money transmitter licensing requirements. Bitcoin and other cryptocurrencies
are subject to anti-fraud regulations under federal and state commodity laws, and cryptocurrency derivative instruments are substantively
regulated by the Commodity Futures Trading Commission. Certain jurisdictions, including, among others, New York and a number of countries
outside the United States, have developed regulatory requirements specifically for cryptocurrency and companies that transact in them.
Regulations may substantially
change in the future and it is presently not possible to know how regulations will apply to our businesses, or when they will be effective.
As the regulatory and legal environment evolves, we may become subject to new laws, further regulation by the SEC and other agencies,
which may affect our mining and other activities. For instance, various bills have also been proposed in Congress related to our business,
which may be adopted and have an impact on us.
State regulation of Bitcoin
mining is an important consideration with respect to where we conduct our mining operations. Our Rockdale Facility and our Corsicana Facility
are both located in the State of Texas. To the extent that there is any state regulation of Bitcoin mining, we believe Texas is likely
to remain one of the most favorable regulatory environments for Bitcoin miners.
In March 2022, the SEC issued
proposed climate-related disclosure requirements for registrants and received thousands of comments on the proposal. We continue to await
the release of any potential finalized rules requiring such disclosures following the analysis of the comments.
In January 2023, the Board
of Governors of the Federal Reserve System (the “Federal Reserve”), Office of the Comptroller of the Currency, and FDIC issued
a joint statement regarding perceived risks to banks with clients in crypto-asset industries. In January 2023, the Federal Reserve also
issued a policy statement broadening its regulatory authority to limit the activities of state-chartered banks. Several leaders in the
U.S. Congress sent oversight letters to the prudential regulators pushing back on any efforts to place limits on banking activity for
digital asset industries. Riot has also diversified banking relationships to mitigate any potential regulatory risk with respect to financial
services.
Additionally, in January 2023,
the U.S. House of Representatives announced its first ever Financial Services Subcommittee on Digital Assets and its intention to develop
a regulatory framework for the digital asset industry. Bipartisan leadership of the Senate Banking Committee announced that goal as well.
Over the course of 2023, the House Financial Services Committee passed various bills, including a bill to provide a market structure for
digital assets, but no such legislation has received a vote on the floor of the full House.
In January 2024, a decade
after initial applications were filed, the SEC approved a series of spot Bitcoin exchange-traded funds, which have received billions of
dollars of in-flows.
Also in January 2024, the
U.S. Energy Information Administration initiated a provisional survey of electricity consumption information from cryptocurrency mining
companies operating in the United States. The survey was authorized by the Office of Management and Budget as an emergency data request.
This action is purely a survey, and it remains unclear whether or how the information will be used in future regulatory efforts.
Leaders on both the U.S. House
Financial Services Committee and U.S. Senate Banking Committee have expressed interest in passing legislation to provide additional regulatory
authority to address risks related to the use of digital assets in illicit financial activity. The U.S. Treasury Department has also requested
additional authorities to address such risks. However, we have not seen sufficient support emerge in favor of any particular proposal
to anticipate any specific changes at this time.
We are unable to predict the
impact that any new standards, legislation, or regulations may have on our business at the time of filing this Annual Report. However,
we continue to monitor and proactively engage in dialogue on regulatory and legislative matters related to our industry. As the regulatory
and legal environment evolves, we may become subject to new laws, such as further regulation by the SEC and other agencies, which may
affect our Bitcoin Mining and other activities.
Available Information
Our website is located at
located at https://btct.investorroom.com/. Access to copies of our SEC filings, corporate governance information, and other items that
may be material or of interest to our investors is available via our investor relations website. The contents of our websites are not
incorporated by reference into this Report or in any other report or document we file with the SEC, and any references to our websites
are intended to be inactive textual references only.
ITEM 1A. Risk Factors
Investing in our securities
involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other
information contained in this Report, before deciding to invest in our securities. If any of the following risks materialize, our business,
financial condition, results of operation and prospects will likely be materially and adversely affected. In that event, the market price
of our ordinary shares could decline, and you could lose all or part of your investment.
An investment in our ordinary
shares involves a high degree of risks. You should carefully consider all of the information in this Report, including the risks and uncertainties
described below, before making an investment in our ordinary shares. Any of the following risks could have a material adverse effect on
our business, financial condition and results of operations. In any such case, the market price of our ordinary shares could decline,
and you may lose all or part of your investment.
Risks Related to Our Business and Industry
Risks and uncertainties related
to our cryptocurrency business and industry include, but are not limited to, the following:
| ● | We have recently launched our
blockchain and cryptocurrency business and have a limited operating history. |
| ● | As the operating entities develop
their blockchain and cryptocurrency business, our total revenue and cash flow will become materially dependent on the market value of
digital assets and the volume of digital assets received from their mining efforts. If such market value or volume declines, our business,
operating results and financial condition would be adversely affected. |
|
● |
The cost of acquiring new mining machines has historically been capital intensive, and is likely to continue to be very capital intensive, which may have a material and adverse effect on our business and results of operations. |
|
|
|
|
● |
The price of new mining machines may be linked to the market price of bitcoin and other cryptocurrencies, and our costs of obtaining new and replacement mining machines may increase along with the market price of bitcoin and other cryptocurrencies, which may have a material and adverse effect on our financial condition and results of operations. |
|
● |
Because the only type of cryptocurrency we currently mine is bitcoin, our future success will depend in large part upon the value of bitcoin, and any sustained decline in its value could adversely affect our business and results of operations. |
|
● |
To the extent that the profit margins of bitcoin mining operations are not high, operators of bitcoin mining operations are more likely to immediately sell bitcoin rewards earned by mining in the market, thereby constraining growth of the price of bitcoin, which could adversely impact us. |
|
● |
We are subject to risks associated with our need for significant electrical power. |
|
|
|
|
● |
The cryptocurrencies stored by the operating entities may be subject to accidental or unauthorized loss or theft or otherwise may be access restricted. |
Risks Related to Bitcoin
Risks and uncertainties related
to bitcoin include, but are not limited to, the following:
|
● |
The trading price of bitcoin, which may be subject to pricing risks, including volatility related risks, has historically been subject to wide swings. A material decrease in the price of bitcoin could have a materially adverse effect on our business and results of operations. |
|
|
|
|
● |
The markets for bitcoin may be underregulated. As a result, the market price of bitcoin may be extremely volatile. Rapid decreases in the price of bitcoin could have a materially adverse effect on our business and results of operations. |
|
|
|
|
● |
Banks and financial institutions may not provide banking services, or may cut off services, to businesses that engage in cryptocurrency-related activities. |
|
|
|
|
● |
We have an evolving business model subject to various uncertainties. |
|
|
|
|
● |
It may be illegal now, or in the future, to acquire, own, hold, sell or use bitcoin, or other cryptocurrencies, participate in blockchains or utilize similar cryptocurrency assets in one or more countries, the ruling of which would adversely affect us. |
|
|
|
|
● |
The development and acceptance of competing blockchain platforms or technologies may cause demand for bitcoin to decrease. |
Risks Related to Governmental Regulation
and Enforcement
|
● |
If bitcoins are determined to be investment securities, and we hold a significant portion of our assets in bitcoins, investment securities or non-controlling equity interests of other entities, we may inadvertently violate the Investment Company Act of 1940 (the “Investment Company Act”). We could incur large losses to modify our operations to avoid the need to register as an investment company or could incur significant expenses to register as an investment company or could terminate operations altogether. |
|
|
|
|
● |
We may be required to register as an investment company under the Investment Company Act. In such event, we may be deemed as operating as an unregistered investment company in violation of the Investment Company Act and required to register as an investment company or to adjust our strategies. |
|
|
|
|
● |
We cannot be certain as to how future regulatory developments will impact our business and any such additional regulatory requirements, or changes in how existing requirements are interpreted and applied, may cause us to cease all or certain of our operations or change our business model. |
|
● |
If U.S. and/or foreign regulators and other government entities assert jurisdictions over cryptocurrencies and cryptocurrency markets, we may be subject to additional regulations imposed by these regulators and government entities and may be required to alter our business operations to gain compliance with these regulations, as a result of which we may experience increased compliance costs and our business operations, financial position and results of operations may be materially and adversely affected. |
|
|
|
|
● |
If regulatory changes or interpretations of our activities require us to register under the regulations promulgated by FinCEN under the authority of the U.S. Bank Secrecy Act, or otherwise under state laws, we may incur significant compliance costs, which may have a material negative effect on our business and the results of its operations. |
Risks Related to Our Ordinary Shares and
the Trading Market
|
● |
Our share price has recently declined substantially, and our ordinary shares could be delisted from the Nasdaq or trading could be suspended. |
|
● |
We may issue additional ordinary shares or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of our ordinary shares. |
|
● |
We are not expected to pay dividends on our ordinary shares in the foreseeable future. |
|
● |
You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we were formed under Cayman Islands law. |
Risks Related to Our Business and Industry
We have launched our blockchain and cryptocurrency
business in early 2022 and have a limited operating history.
Since early 2022, we have
started to transition the business focus to blockchain and cryptocurrency business through the operating entities. Accordingly, we have
a limited operating history, which makes an evaluation of our future prospects difficult. Our operating results will likely fluctuate
moving forward as we focus on increasing our capacity and as the market price of bitcoin fluctuates. We may need to make business decisions
that could adversely affect our operating results, such as modifications to our business structure, or operations. Additionally, as we
have limited experience in the blockchain and cryptocurrency business, our efforts in developing such business may not succeed and we
may not be able to generate sufficient revenue to cover our investment and become profitable. In the fiscal year ended December 31, 2023,
we generated revenue in the amount of $9.1 million from our cryptocurrency business, and generated net loss of $2.8 million from our cryptocurrency
business. We may not continue to generate substantial revenue or net income from our blockchain and cryptocurrency business, if at all.
If we do not effectively manage our growth, we may not be able to execute on our business plan, respond to competitive pressures or take
advantage of market opportunities and our business, financial condition, and results of operations could be materially harmed.
As the operating entities develop their
blockchain and cryptocurrency business, our total revenue and cash flow will become materially dependent on the market value of digital
assets and the volume of digital assets received from our mining efforts. If such market value or volume declines, our business, operating
results and financial condition would be adversely affected.
As we develop our blockchain
and cryptocurrency business, the operating cash flow will be materially dependent on our ability to sell cryptocurrency for
fiat currency as needed. As such, any declines in the number of cryptocurrencies that we successfully mine, the price of such cryptocurrencies
or market liquidity for cryptocurrencies and digital assets generally would adversely affect our revenue and ability to fund the operations.
The price of cryptocurrencies
and digital assets and associated demand for buying, selling, and trading cryptocurrencies and digital assets have historically been subject
to significant volatility. For example, Bitcoin’s aggregate market value was $250 billion in October 2021, surpassed $1 trillion
in October 2021, decreased to $0.37 trillion in October 2022, and rose to over $1.4 trillion in March 2024., based on Bitcoin prices quoted
on major exchanges. The price and trading volume of any digital asset is subject to significant uncertainty and volatility, depending
on a number of factors, including:
|
● |
market conditions across the broader blockchain ecosystem; |
|
● |
trading activities on digital asset platforms worldwide, many of which may be unregulated, and may include manipulative activities; |
|
● |
investment and trading activities of highly active retail and institutional users, speculators, mining machines and investors; |
|
● |
the speed and rate at which digital assets are able to gain worldwide adoption as a medium of exchange, utility, store of value, consumptive asset, security instrument or other financial assets, if at all; |
|
● |
changes in user and investor confidence in digital assets and digital asset platforms; |
|
● |
publicity and events relating to the blockchain ecosystem, including public perception of the impact of the blockchain ecosystem on the environment; |
|
● |
unpredictable social media coverage or “trending” of digital assets; |
|
● |
the functionality and utility of digital assets and their associated ecosystems and networks, including digital assets designed for use in various applications; |
|
● |
consumer preferences and perceived value of digital assets; |
|
● |
increased competition from other payment services or other digital assets that exhibit better speed, security, scalability or other characteristics; |
|
● |
the correlation between the prices of digital assets, including the potential that a crash in one digital asset or widespread defaults on one digital asset exchange or trading venue may cause a crash in the price of other digital assets, or a series of defaults by counterparties on digital asset exchanges or trading venues; |
|
● |
regulatory or legislative changes and updates affecting the blockchain ecosystem; |
|
● |
the characterization of digital assets under the laws of various jurisdictions around the world; |
|
● |
the maintenance, troubleshooting and development of the blockchain networks underlying digital assets, including by mining machines, validators and developers worldwide; |
|
● |
the ability for digital asset networks to attract and retain mining machines or validators to secure and confirm transactions accurately and efficiently; |
|
● |
ongoing technological viability and security of digital assets and their associated protocols, smart contracts, applications and networks, including vulnerabilities against hacks and scalability; |
|
● |
fees and speed associated with processing digital asset transactions, including on the underlying blockchain networks and on digital asset platforms; |
|
● |
financial strength of market participants; |
|
● |
interruptions in service from, or failures of, major digital asset trading platforms; |
|
● |
availability of an active derivatives market for various digital assets; |
|
● |
availability of banking and payment services to support digital asset-related projects; |
|
● |
level of interest rates and inflation; and |
|
● |
monetary policies of governments, trade restrictions and fiat currency devaluations. |
There is no assurance that
any digital asset, including Bitcoin, will maintain its value or that there will be meaningful levels of trading activities to support
markets in any digital asset. A decline in the market value of digital assets or in the demand for trading digital assets could lead to
a corresponding decline in the value of our cryptocurrency assets, their returns on investments in mining machines, and could
adversely affect their business, operating results and financial condition.
Digital assets may be subject
to momentum pricing due to speculation regarding future appreciation or depreciation in value, leading to greater volatility. Momentum
pricing typically is associated with growth stocks and other assets whose valuation, as determined by the investing public, accounts for
future changes in value. It is possible that momentum pricing of digital assets has resulted, and may continue to result, in speculation
regarding future changes in the value of digital assets, making digital assets’ prices more volatile. As a result, digital assets
may be more likely to fluctuate in value due to changing investor confidence, which could impact future appreciation or depreciation in
digital asset prices. As a result, our business, operating results and financial condition could be adversely affected.
The cost of acquiring new mining machines
has historically been capital intensive and is likely to continue to be very capital intensive, which may have a material and adverse
effect on our business and results of operations.
The success and profitability
of our mining operations conducted depends largely on the costs, including costs of mining machines and electricity, associated with our
mining activities. We can be profitable only if such costs are lower than the prices of the cryptocurrencies we mine when we sell them.
Our mining machines experience ordinary wear and tear from operation and may also face more significant malfunctions caused by factors
which may be beyond our control. Over time, we will replace those mining machines which are no longer functional with new mining machines
we manufacture. Additionally, as technology evolves, we are required to continue investing in research and development to invent newer
models of mining machines to remain competitive in the market.
All of the mining machines
deployed by us will degrade due to ordinary wear and tear from usage. Additionally, all of these machines will eventually become obsolete,
and may also be lost or damaged due to factors outside of our control. Once such event happens, these mining machines will need to be
repaired or replaced along with other equipment from time to time for us to stay competitive. This upgrading process requires substantial
capital investment, and we may face challenges in doing so on a timely and cost-effective basis based on our ability to develop new
mining machines with greater processing power and our access to adequate capital resources. If we are unable to obtain adequate numbers
of new and replacement mining machines at scale, we may be unable to remain competitive in our highly competitive and evolving industry.
If this happens, we may not be able to mine cryptocurrencies through our subsidiaries as efficiently or in similar amounts as our competitors
and, as a result, our business and financial results could suffer. This could, in turn, materially and adversely affect the trading price
of our securities and our investors could lose part or all of their investment.
The price of new mining machines may be
linked to the market price of bitcoin and other cryptocurrencies, and our costs of obtaining new and replacement mining machines may increase
along with the market price of bitcoin and other cryptocurrencies, which may have a material and adverse effect on our financial condition
and results of operations.
Our financial condition and
results of operations are dependent on our ability to sell the bitcoin the operating entities mine at a price greater than our costs to
produce that bitcoin. We incur significant up-front capital costs each time we acquire new mining machines, and, if future prices of bitcoin
are not sufficiently high, we may not realize the benefit of these capital expenditures. As the price for new mining machines we buy increases,
our cost to mine a single bitcoin also increases, therefore requiring a corresponding increase in the price of bitcoin for us to maintain
our results of operations, to the extent we sell the bitcoin shortly after mining it.
We have observed significant
fluctuations in market prices for bitcoin, to the extent that we are unable to reasonably predict future prices for the bitcoin the operating
entities mine. The market price of bitcoin could decrease during this time to the point at which it no longer becomes profitable for the
operating entities to use such equipment to mine bitcoin and, as a result, our business and financial results could suffer. This could,
in turn, materially and adversely affect the trading price of our securities and our investors could lose part or all of their investment.
Reports have been released
that the prices of new mining machines are adjusted according to the price of bitcoin. As a result, the cost of new machines can be unpredictable,
and could also be significantly higher than our historical cost for new mining machines. As a result, at times, the operating entities
may obtain mining machines and other hardware from third parties at higher prices, to the extent they are available. While we cannot know
definitively if these two phenomena are linked, we have seen a measurable increase in the prices for new mining machines offered by third
party manufacturers during periods of increased market prices for bitcoin, and such prices may continue to track the volatility in the
market price of bitcoin.
The global supply chain for
mining machines is presently constrained due to unprecedented demand coupled with a global semiconductor (including microchip) shortage,
with a significant portion of available mining machines being acquired by companies with substantial resources. Semiconductors are utilized
in various devices and products and are a crucial component of manning machines. Supply chain constraints coupled with increasing demand
has led to increased pricing and limited availability for semiconductors. Prices for both new and older models of mining machines have
been on the rise and these supply constraints are expected to continue for the foreseeable future. China, a major supplier of miners,
has seen a production slowdown as a result of COVID-19. Should similar outbreaks or other disruptions to the China-based global supply
chain for mining hardware occur, the operating entities may not be able to obtain adequate replacement parts for their existing mining
machines or to obtain additional mining machines on a timely basis, if at all, or the operating entities may only be able to acquire mining
machines at premium prices. Such events could have a material adverse effect on our ability to pursue our strategy, which could have a
material adverse effect on our business and the value of our securities.
Because the mining machines owned by the
operating entities are designed specifically to mine bitcoin, our future success will depend in large part upon the value of bitcoin,
and any sustained decline in its value could adversely affect our business and results of operations.
Our operating results will
depend upon the value of bitcoin because it is the only cryptocurrency the operating entities currently mine. Specifically, our revenues
from our bitcoin mining operations are based upon two factors: (1) the number of bitcoin rewards the operating entities successfully
mine and (2) the value of bitcoin. In addition, our operating results are directly impacted by changes in the value of bitcoin because
under the value measurement model, both realized and unrealized changes will be reflected in our statement of operations. This means that
our operating results will be subject to changes based upon increases or decreases in the value of bitcoin. The introduction of alternative
cryptocurrencies, such as those backed by central banks known as Central Bank Digital Currencies, could significantly reduce the demand
for bitcoin. This would reduce both our ability to earn mining rewards and transaction fees, and would also impair our ability to monetize
the bitcoin we earn.
Our reliance primarily on a limited assortment
of miner models from a single manufacturer may subject our operations to increased risk of failure.
The performance and reliability
of the operating entities’ mining machines and our technology is critical to our reputation and operations. Because the operating
entities currently use a limited assortment of mining machines in their fleet, if there are issues with those machines, such as a design
flaw in the ASIC chips they employ, our entire system could be affected. The operating entities currently use a few different models of
mining machines, but if there are issues with such machines, we may have to rely on a single model of mining machine. Any system error
or failure may significantly delay response times or even cause our system to fail. Any disruption in our ability to continue mining could
result in lower yields and harm our reputation and business. Any exploitable weakness, flaw, or error common to the type of mining machines
we use affects all such mining machines; therefore, if a defect or other flaw exists and is exploited, all or a substantial portion of
our mining operations could go offline simultaneously. Any interruption, delay or system failure could result in financial losses, a decrease
in the trading price of shares of our ordinary shares and damage to our reputation.
Because the only type of cryptocurrency
we currently mine is bitcoin, our future success will depend in large part upon the value of bitcoin, and any sustained decline in its
value could adversely affect our business and results of operations.
Our operating results will
depend in large part upon the value of bitcoin because it is the only cryptocurrency we currently mine. Specifically, our revenues from
our bitcoin mining operations are based upon two factors: (1) the number of bitcoin rewards we successfully mine and (2) the
value of bitcoin. In addition, our operating results are directly impacted by changes in the value of bitcoin. This means that our operating
results will be subject to swings based upon increases or decreases in the value of bitcoin. The introduction of alternative cryptocurrencies,
such as those backed by central banks known as Central Bank Digital Currencies, could significantly reduce the demand for bitcoin. This
would reduce both our ability to earn mining rewards and transaction fees, and would also impair our ability to monetize the bitcoin we
earn in accordance with our financial projections.
To the extent that the profit margins of
bitcoin mining operations are not high, operators of bitcoin mining operations are more likely to immediately sell bitcoin rewards earned
by mining in the market, thereby constraining growth of the price of bitcoin, which could adversely impact us.
Over the past few years, bitcoin
mining operations have evolved from individual users mining with computer processors, graphics processing units and first-generation ASIC
servers. New processing power being added by incorporated and unincorporated “professionalized” mining operations is gaining
market share. Professionalized mining operations may use proprietary hardware or sophisticated ASIC machines acquired from ASIC manufacturers.
Acquiring this specialized hardware at scale requires the investment of significant up-front capital, and mining operations incur
significant expenses related to the operation of this hardware at scale, such as leasing operating space (often in data centers or warehousing
facilities), incurring electricity costs to run the mining machines and employing technicians to operate mining farms. With the greater
scale of professionalized mining operations (compared to individual mining operations) comes pressure to maintain profit margins
on the rapid sale of bitcoin, whereas individual mining operations in past years were more likely to hold newly mined bitcoin for more
extended periods. To the extent the price of bitcoin declines and such profit margin is constrained, professionalized mining operations
are incentivized to sell bitcoin earned from mining operations soon after mining. This rapid selling of newly mined bitcoin greatly increases
the volume of bitcoin that would otherwise be available for sale under normal market circumstances, creating downward pressure on the
market price of bitcoin rewards.
Profit margin for a bitcoin
mining operation is in essence the value of bitcoin mined by a professionalized mining operation minus the allocable capital and operating
costs to mine bitcoin. A professionalized mining operation may be more likely to rapidly sell a higher percentage of its newly mined
bitcoin if it is operating at a low profit margin and it may partially or completely cease operations if its profit margin is negative.
In a low profit margin environment, a higher percentage could be sold more rapidly, thereby potentially depressing bitcoin prices.
Lower bitcoin prices could result in further tightening of profit margins for professionalized mining operations, creating a network effect
that may further reduce the price of bitcoin until mining operations with higher operating costs become unprofitable. Ultimately this
effect could force professionalized mining operations to reduce mining power or temporarily cease mining operations.
The operating entities’ mining operations,
including the sites in which their mining machines are operated or that are currently under construction, may experience damages, including
damages that are not covered by insurance.
The operating entities’
current mining operations and any future mining operations they establish will be subject to a variety of risks relating to their physical
condition and operation, including, but not limited to:
|
● |
the presence of construction or repair defects or other structural or building damage; |
|
● |
any noncompliance with or liabilities under applicable environmental, health or safety regulations or requirements or building permit requirements; |
|
● |
any damage resulting from natural disasters, such as hurricanes, earthquakes, fires, floods and windstorms; and |
|
● |
claims by employees and others for injuries sustained at our properties, including as a result of exposure to high voltage operations, extreme temperature conditions in the operating entities’ mining farms, exposure to on-site contaminants and pollutants and dangers posed by the liquid-cooling reservoirs located at their sites. |
For example, the operating
entities’ mining farms could be rendered temporarily or permanently inoperable as a result of a fire or other natural disaster or
by a terrorist or other attack on the mine. The security and other measures the operating entities take to protect against these risks
may not be sufficient. Additionally, the operating entities’ mining farms could be materially adversely affected by a power outage
or loss of access to the electrical grid or loss by the grid of cost-effective sources of electrical power generating capacity. The operating
entities do not currently maintain any insurance cover for their operations. In the event of a loss at any of the mining farms in their
network, the operating entities may not be able to remediate that loss in a timely manner or at all and the operating entities may lose
some or all of the future revenues anticipated to be derived from such mining farms.
The operating entities do not maintain any
insurance coverage for their cryptocurrency mining operations, and any potential material losses could materially and adversely affect
their business and results of operations.
The operating entities do
not maintain any insurance coverage for their cryptocurrency mining operations and, as such, they are subject to liabilities that may
incur in connection with the operation of their business. For instance, because of the high cost of new mining machines, the operating
entities may be required to expend additional capital resources to replace any mining machines they lose as a result of casualty events.
Furthermore, the bitcoin held
by the operating entities is not insured by any government-sponsored investor protection program or otherwise. Therefore, any loss of
bitcoin held by the operating entities, either through an information security failure, a mistaken transaction or otherwise, would not
be reimbursed. This could adversely affect our operations and, consequently, an investment in our securities.
The operating entities are subject to risks
associated with their need for significant electrical power.
The operating entities’
mining operations have historically required significant amounts of electrical power. As the operating entities continue to expand their
mining operations, we anticipate the operating entities’ demand for electrical power will continue to grow. If the operating entities
are unable to continue to obtain sufficient electrical power to operate their mining machines on a cost-effective basis, we may not
realize the anticipated benefits of our significant capital investments in new mining machines.
Additionally, the operating
entities’ mining operations could be materially adversely affected by prolonged power outages. Although the operating entities’
mining machines may be powered by backup generators on a temporary basis, it would not be feasible or cost-effective to run mining machines
on back-up power generators for extended periods of time. The operating entities would likely need to reduce or cease their
operations in the event of an extended power outage or as a result of the unavailability or increased cost of electrical power, which
would materially and adversely affect our business and results of operations.
The cryptocurrencies stored by the operating
entities may be subject to accidental or unauthorized loss or theft or otherwise may be access restricted.
There is a risk that some
or all of the operating entities’ cryptocurrencies could be lost or stolen. Cryptocurrencies are stored in cryptocurrency sites
commonly referred to as “wallets” by holders of cryptocurrencies which may be accessed to exchange a holder’s cryptocurrencies.
Access to the operating entities’ cryptocurrencies could also be restricted or otherwise compromised by cybercrime (such as a denial
of service attack) against a service at which we maintain a hosted hot wallet. A hot wallet refers to any cryptocurrency wallet that is
connected to the internet. Generally, hot wallets are easier to set up and access as compared to wallets in cold storage, but they are
also more susceptible to hackers and other technical vulnerabilities. Cold storage refers to any cryptocurrency wallet that is not connected
to the internet. Cold storage is generally more secure than hot storage, but is not ideal for quick or regular transactions. Currently,
we use hot wallet to store crypto assets.
Hackers or malicious actors
may launch attacks to steal, compromise or gain access to cryptocurrencies, such as by attacking the cryptocurrency network source code,
exchange mining machines, third-party platforms, cold and hot storage locations or software, or by other means. Operating entities may
be in control and possession of one of the more substantial holdings of cryptocurrency. As the operating entities increase in size, they
may become a more appealing target for hackers, malware, cyber-attacks or other security threats. Any of these events may adversely affect
the operating entities’ operations and, consequently, our investments and profitability. The loss or destruction of a private key
required to access one or more of the operating entities’ digital wallets may be irreversible and they may be denied access for
all time to our cryptocurrency holdings associated with that wallet. While the operating entities would be able to set up a new wallet
to hold cryptocurrencies mined in the future, such a loss in holdings could adversely affect their investments and assets.
In addition, as with any computer
code generally, flaws in cryptocurrency codes may be exposed by malicious actors. Several errors and defects have been found, including
those that disabled some functionality for users and exposed users’ information. Exploitations of flaws in the source code that
allow malicious actors to take or create cryptocurrency have previously occurred. Despite the operating entities’ efforts and processes
to prevent such defects and breaches, their devices, as well as their mining machines, computer systems and those of third parties that
the operating entities use in operations, are vulnerable to cyber security risks, including cyber-attacks such as viruses and worms, phishing
attacks, denial-of-service attacks, physical or electronic break-ins, employee theft or misuse and similar disruptions from unauthorized
tampering with the operating entities’ mining machines and computer systems or those of third parties that our subsidiaries use
in their operations. Such events could have a material adverse effect on our business, prospects or operations and potentially the value
of any cryptocurrencies the operating entities mine or otherwise acquire or hold for their own account now or in the future.
Moreover, the operating entities’
cryptocurrencies may be access restricted based on the inaccessibility or compromise of digital wallets. Cryptocurrencies are controllable
only by the possessor of both the unique public and private keys relating to the local or online digital wallet in which they are held,
which wallet’s public key or address is reflected in the network’s public blockchain. The operating entities will publish
the public key relating to digital wallets in use when the operating entities verify the receipt of transfers and disseminate such information
into the network, but the operating entities will need to safeguard the private keys relating to such digital wallets. To the extent such
private keys are lost, destroyed or otherwise compromised, the operating entities will be unable to access their cryptocurrencies and
such private keys may not be capable of being restored by any network. Any loss of private keys relating to digital wallets used to store
the operating entities’ cryptocurrencies could have a material adverse effect on the ability of the operating entities to operate
their business or to pursue our new strategy at all, which could have a material adverse effect on our existing and prospective business,
operations, or the value of any cryptocurrencies the operating entities mine or otherwise acquire or hold.
We evaluate custody risk and
have established processes to manage wallets that are associated with the holdings of the operating entities’ cryptocurrencies.
There can be no assurances that any processes the operating entities have adopted or will adopt in the future are or will be secure or
effective, and the operating entities would suffer significant and immediate adverse effects if they suffered a loss of cryptocurrencies
due to an adverse software or cybersecurity event.
We periodically evaluate third-party
custodial wallet alternatives, but there can be no assurance the operating entities will utilize such services or any other new options
may develop in the future, and if a custodial wallet is used there can be no assurance that such services will be more secure than those
presently employed by the operating entities. Human error and the constantly evolving state of cybercrime and hacking techniques may render
present security protocols and procedures ineffective in ways which we cannot predict.
We may not be able to realize the benefits
of forks, and forks in the bitcoin network may occur in the future which may affect our operations and financial performance.
The future development and
growth of bitcoin is subject to a variety of factors that are difficult to predict and evaluate. Because bitcoin is built on an open source
protocol without a centralized governing authority, there is a possibility bitcoin develops in ways which are not foreseeable. An example
is modification of the bitcoin protocol by a sufficient number of users (known as a “hard fork”).
The bitcoin protocol has been
subject to “hard forks” that resulted in the creation of new networks, including Bitcoin Cash ABC, Bitcoin Cash SV, Bitcoin
Diamond, Bitcoin Gold and others. Some of these hard forks have caused fragmentation among trading platforms as to the correct naming
convention for the forked cryptocurrencies. Due to the lack of a central registry or rulemaking body, no single entity has the ability
to dictate the nomenclature of forked cryptocurrencies, causing disagreements and a lack of uniformity among platforms on the nomenclature
of forked cryptocurrencies, which results in further confusion to individuals as to the nature of assets they hold on digital asset trading
platforms. In addition, several of these hard forks were contentious and as a result, participants in certain digital asset user and developer
communities may harbor ill will toward other communities. As a result, certain community members may take actions that adversely impact
the use, adoption, and price of bitcoin or any of its forked alternatives.
Furthermore, hard forks can
lead to new security concerns. For instance, when the Bitcoin Cash and Bitcoin Cash SV network split in November 2018, “replay”
attacks, in which transactions from one network were rebroadcast on the other network to achieve “double-spending,” plagued
platforms that traded bitcoin, resulting in significant losses to some digital asset trading platforms. Another possible result of a hard
fork is an inherent decrease in the level of security due to the splitting of some mining power across networks, making it easier for
a malicious actor to exceed 50% of the mining power of that network, thereby making digital asset networks that rely on proof-of-work more
susceptible to attack in the wake of a fork.
Historically, speculation
over a new “hard fork” in the bitcoin protocol has resulted in bitcoin price volatility and future hard forks may occur at
any time. A hard fork can lead to a disruption of networks and our information technology systems could be affected by cybersecurity attacks,
replay attacks, or security weaknesses, any of which can further lead to temporary or even permanent loss of assets. Such disruption and
loss could cause us to be exposed to liability, even in circumstances where we do not intend to support an asset compromised by a hard
fork. Additionally, a hard fork may result in a scenario where users running the previous protocol will not recognize blocks created by
those running the new protocol, and vice versa. This may render our bitcoin mining hardware incompatible with the new bitcoin protocol.
Such changes may have a material effect on our operations, financial position and financial performance.
The reward for adding new blocks to the
bitcoin blockchain is subject to halving, and the value of bitcoin may not adjust to compensate us for the reduction in the rewards we
receive from our mining efforts.
Halving is a process incorporated
into many proof-of-work consensus algorithms that reduces the bitcoin reward paid to those who mine bitcoin over time according to
a pre-determined schedule. This reduction in reward spreads out the release of bitcoin over a long period of time resulting
in an ever-smaller number of bitcoin being mined, reducing the risk of coin-based inflation. At a predetermined block, the mining
reward is cut in half, hence the term “halving.” For bitcoin, the reward was initially set at 50 bitcoin currency rewards per
block and this was cut in half to 25 on November 28, 2012 at block 210,000, then again to 12.5 on July 9, 2016 at block 420,000.
The most recent halving for bitcoin happened on May 11, 2020 at block 630,000 and the reward reduced to 6.25. According to bitcoin.org,
the next halving is projected to occur in 2024. This process will reoccur until the total amount of bitcoin currency rewards issued reaches
21 million bitcoin, which is expected around 2140. While bitcoin price has had a history of price fluctuations around the halving
of its rewards, there is no guarantee that the price change will be favorable or would compensate for the reduction in mining reward.
If a corresponding and proportionate increase in the trading price of bitcoin or a proportionate decrease in mining difficulty does not
follow these anticipated halving events, the revenue we earn from our bitcoin mining operations could see a corresponding decrease, which
could have a material adverse effect on our business and operations.
Increased labor costs and the unavailability
of skilled workers could hurt our business, financial condition and results of operations.
The operating entities are
dependent upon a pool of available skilled employees to operate and maintain their business. The operating entities compete with other
cryptocurrency mining businesses and other similar employers to attract and retain qualified personnel with the technical skills
and experience required to provide the highest quality service. The demand for skilled workers is high and the supply is limited, and
a shortage in the labor pool of skilled workers or other general inflationary pressures or changes in applicable laws and regulations
could make it more difficult for the operating entities to attract and retain personnel and could require the operating entities
to enhance their wage and benefits packages, which could increase our operating costs.
Interruptions to our power supply and internet
access could disrupt our operations or have an adverse effect on the price of bitcoin, which could adversely affect our business and results
of operations.
Our bitcoin mining operations
require a significant amount of electrical power and access to high-speed internet to be successful. If we are unable to secure sufficient
electrical power, or if we lose internet access for a prolonged period, we may be required to reduce our operations or cease them
altogether. More broadly, a disruption of the internet may affect the use of bitcoin and subsequently the value of our securities. Generally,
bitcoin and our business are dependent upon the internet. A significant disruption in internet connectivity could disrupt the bitcoin
network’s operations until the disruption is resolved, which could have a material adverse effect on the price of bitcoin and our
ability to mine bitcoin. If any of these events occur, our business and results of operations may suffer, and our investors may be materially
and adversely affected.
We may become subject to intellectual property
disputes, which are costly and may subject us to significant liability and increased costs of doing business.
In recent years, there has
been considerable patent, copyright, trademark, domain name, trade secret and other intellectual property development activity in the
crypto economy, as well as litigation, based on allegations of infringement or other violations of intellectual property, including by
large financial institutions. Furthermore, individuals and groups can purchase patents and other intellectual property assets for the
purpose of making claims of infringement to extract settlements from companies like ours. We cannot guarantee that our self-developed
technologies and content do not or will not infringe the intellectual property rights of others. From time to time, our competitors or
other third parties may claim that we are infringing upon or misappropriating their intellectual property rights, and we may be found
to be infringing upon such rights. Any claims or litigation could cause us to incur significant expenses and, if successfully asserted
against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from using certain technologies, force
us to implement expensive work-arounds, or impose other unfavorable terms. We expect that the occurrence of infringement claims is likely
to grow as the crypto assets market grows and matures. Accordingly, our exposure to damages resulting from infringement claims could increase
and this could further exhaust our financial and management resources. Further, during the course of any litigation, we may make announcements
regarding the results of hearings and motions, and other interim developments. If securities analysts and investors regard these announcements
as negative, the market price of our securities may decline. Even if intellectual property claims do not result in litigation or are resolved
in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and require
significant expenditures. Any of the foregoing could prevent us from competing effectively and could have an adverse effect on our business,
operating results, and financial condition.
We may be subject to risks in connection
with acquisitions.
We may, in the future, pursue
asset acquisitions or acquisitions of businesses in the cryptocurrency industry. The process of upgrading acquired assets to our specifications
and integrating acquired assets or businesses may involve unforeseen costs and delays or other operational, technical and financial difficulties
and may require a significant amount time and resources. Our failure to incorporate acquired assets or businesses into our existing operations
successfully or to minimize any unforeseen operational difficulties could have a material adverse effect on our financial condition and
results of operations. Such events could also mean an acquisition that we expected to be accretive is not accretive and, in extreme cases,
the asset is idle.
The continuing efforts of the operating
entities’ senior management team and other key personnel are important to the operating entities’ success, and the operating
entities’ business may be harmed if they lose these people’s services.
The operating entities have
limited operating history in the cryptocurrency industry, and our success and future growth will to a significant degree depend on the
skills and services of our management, including our Chief Executive Officer and Acting Chief Financial Officer. We will need to continue
to grow our management to alleviate pressure on our existing team and to set up and develop our business. If our management, including
any new hires that we may make, fails to work together effectively and to execute our plans and strategies on a timely basis, our business
could be significantly harmed. Furthermore, if we fail to execute an effective contingency or succession plan with the loss of any member
of management, the loss of such management personnel may significantly disrupt our business.
Furthermore, the loss of key
members of our management could inhibit our growth prospects. Our future success depends, in large part, on our ability to attract, retain
and motivate key management and operating personnel. As we continue to develop and expand our operations, we may require personnel
with different skills and experiences, who have a sound understanding of our business. As bitcoin mining is a developing field, the market
for highly qualified personnel in this industry is particularly competitive and we may be unable to attract such personnel.
If we are unable to attract such personnel, it could have a material adverse effect on our business, prospects, financial condition,
and operating results.
Any natural catastrophes, severe weather conditions, health epidemics, including COVID-19, and other extraordinary events could severely
disrupt the operating entities’ business operations.
The occurrence of natural
catastrophes such as earthquakes, floods, typhoons, tsunamis or any acts of terrorism may result in significant property damages as well
as loss of revenue due to disruptions in the operating entities’ business operations. As the operating entities store books and
course materials at their premises, there is a risk that these products and premises may be damaged or destroyed by fire and other natural
calamities. Any disruption of electricity supply or any outbreaks of fire or similar calamities at the operating entities’ premises
may result in the breakdown of their facilities and the disruption to their business. Health epidemics such as outbreaks of avian influenza,
severe acute respiratory syndrome (SARS), COVID-19, swine flu (H1N1) or the Influenza A virus, and severe weather conditions such as snowstorm
and hazardous air pollution, as well as the government measures adopted in response to these events, could significantly impact the operating
entities’ operations.
If we fail to implement and maintain an
effective system of internal controls, we may be unable to accurately or timely report the results of operations or prevent fraud, and
investor confidence and the market price of our securities may be materially and adversely affected.
Our independent registered
public accounting firm has not conducted an audit of our internal control over financial reporting. In the course of auditing our consolidated
financial statements for the fiscal year ended December 31, 2023, our independent registered public accounting firm identified two material
weaknesses and other control deficiencies in our internal control over financial reporting.
The material weaknesses identified
relate to (i) our lack of a sufficient number of finance and accounting personnel or sufficiently trained finance and accounting
personnel, as well as comprehensive accounting policies in accordance with U.S. GAAP financial reporting; and (ii) our internal
control policy does not have a proper approval mechanism, and our lack of internal controls on performing periodic reviews of user accounts
and their level of authorization in the financial systems. We plan to implement a number of measures to remedy these material weaknesses.
To remedy the identified material weakness and the other control deficiencies, we have implemented and will continue to implement initiatives
to improve our internal control over financial reporting to address the material weaknesses that have been identified, including: (i) obtain
additional resources, including experienced staff with U.S. GAAP and SEC reporting knowledge, to strengthen the financial reporting
function and to set up financial and system control framework; (ii) conducting regular and continuous U.S. GAAP accounting and
financial reporting training programs for our accounting and financial reporting personnel, including sending our financial staff to attend
external U.S. GAAP training courses; and (iii) optimizing our financial systems by establishing a proper approval mechanism
and performing periodic reviews of users accounts and their level of authorization. We cannot assure you, however, that these measures
may fully address these material weaknesses and other deficiencies in our internal control over financial reporting or that we may conclude
that they have been fully remedied.
If we fail to establish and
maintain adequate internal controls, we could suffer material misstatements in our financial statements and fail to meet our reporting
obligations, which would likely cause investors to lose confidence in our reported financial information. This could limit our access
to capital markets, adversely affect our results of operations and lead to a decline in the trading price of our securities. Additionally,
ineffective internal controls could expose us to an increased risk of fraud or misuse of corporate assets and subject us to potential
delisting from the stock exchange on which we list or to other regulatory investigations and civil or criminal sanctions.
As a public company, we will
be subject to Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley Act. Since we qualify as an “emerging growth company” pursuant
to the JOBS Act with less than US$1.235 billion in revenue for our last fiscal year. An emerging growth company may take advantage
of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include
exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, in the
assessment of the emerging growth company’s internal control over financial reporting. Moreover, even if management concludes that
our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own
independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our
controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us.
During the course of documenting
and testing our internal control procedures, we may identify other weaknesses and deficiencies in its internal control over financial
reporting. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified,
supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control
over financial reporting in accordance with Section 404. Generally speaking, if we fail to achieve and maintain an effective internal
control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which
would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital
markets, harm our results of operations, and lead to a decline in the trading price of our securities. Additionally, ineffective internal
control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential
delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions.
Risks Related to Bitcoin
The trading price of bitcoin, which may
be subject to pricing risks, including volatility related risks, has historically been subject to wide swings. A material decrease in
the price of bitcoin could have a materially adverse effect on our business and results of operations.
The price of bitcoin is highly
speculative and is not based on the performance of an underlying business. Furthermore, the price of bitcoin could be subjected to additional
influence from fraudulent or illegitimate actors, real or perceived scarcity, and political, economic, regulatory, tax or other conditions.
Changes in the legislative or regulatory environment, or actions by governments or regulators that impact the cryptocurrency industry
generally, could also affect the price of bitcoin. These factors may inhibit consumer trust in and market acceptance of bitcoin as a means
of exchange, which could have a material adverse effect on our business, prospects, or operations and potentially the value of any bitcoin
the operating entities mine. The speculative nature of the price of bitcoin and past dramatic volatility in pricing may create risks for
the volatile trading price of bitcoin.
Since 2023, the trading price
of Bitcoin has significantly surged, rising from a low of approximately $16,500 per bitcoin to a high of approximately $73,700 per bitcoin.
Because our revenue depends, in part, on the ability of the operating entities to sell the bitcoin mined, volatility in the market price
of bitcoin, particularly for an extended period of time, has a material adverse effect on our business, prospects, or operations. Additionally,
we have observed how the trading price for ordinary shares of companies in the cryptocurrency market respond to the cryptocurrency market.
We cannot give any assurances that similar fluctuations in the trading price of bitcoin will not occur in the future. Accordingly, because
the trading price of our securities may be correlated to the trading price of bitcoin, if the trading price of bitcoin again experiences
a significant decline, we could experience a similar decline in the trading price for our ordinary shares. If this occurs, you may not
be able to sell ordinary shares which you purchased at or above the price you paid for them and you may lose part or all of your investment.
The markets for bitcoin may be underregulated.
As a result, the market price of bitcoin may be extremely volatile. Rapid decreases in the price of bitcoin could have a materially adverse
effect on our business and results of operations.
Cryptocurrencies, such as
bitcoin, that are represented and trade on a ledger-based platform may not necessarily benefit from viable trading markets. Stock
exchanges have rules and regulations regarding marketplace conduct, and monitor investors transacting on such platform for fraud and other
improprieties.
These conditions may not necessarily
be replicated on a bitcoin trading platform, depending on the platform’s controls and other policies, and there are no controls
regarding transactions that take place outside of organized exchanges. Although some cryptocurrency trading platforms are subject to regulation
and monitor for illegal activity, because the bitcoin market itself is unregulated there are few means to prevent manipulation of prices
for the overall market. These factors may decrease liquidity or volume or may otherwise increase volatility of bitcoin, which will have
a material adverse effect on our ability to monetize the bitcoin mined.
Banks and financial institutions may not
provide banking services, or may cut off services, to businesses that engage in cryptocurrency-related activities.
A number of companies that
engage in Bitcoin and/or other cryptocurrency-related activities have been unable to find banks or financial institutions that are willing
to provide them with bank accounts and other services. Similarly, a number of companies and individuals or businesses associated with
cryptocurrencies may have had and may continue to have their existing bank accounts closed or services discontinued with financial institutions
in response to government action, particularly in China, where regulatory response to cryptocurrencies has been to initially exclude their
use for ordinary consumer transactions within China and later to deem all cryptocurrency-related transactions illegal in September 2021.
The public perception of cryptocurrencies
could be damaged if banks or financial institutions were to close the accounts of businesses engaging in Bitcoin and/or other cryptocurrency-related
activities. This could occur as a result of compliance risk, cost, government regulation or public pressure. The risk applies to securities
firms, clearance and settlement firms, national stock and derivatives on commodities exchanges, the over-the-counter market, and the Depository
Trust Company (“DTC”), which, if any of such entities adopts or implements similar policies, rules or regulations, could negatively
affect our relationships with financial institutions and impede our ability to convert cryptocurrencies to fiat currencies. Such factors
could have a material adverse effect on our ability to continue as a going concern or to monetize our mining efforts, which could have
a material adverse effect on our business, prospects or operations and harm investors.
We have an evolving business model subject to various uncertainties.
As cryptocurrency assets and
blockchain technologies become more widely available, we expect the services and products associated with them to evolve. To stay current
with the industry, our business model may need to evolve as well. From time to time, we may modify aspects of our business model relating
to our strategy. We cannot offer any assurance that these or any other modifications will be successful or will not result in harm to
our business. We may not be able to manage growth effectively, which could damage our reputation and negatively affect our operating results.
Further, we cannot provide any assurance that we will successfully identify all emerging trends and growth opportunities in this business
sector. Such circumstances could have a material adverse effect on our business, prospects or operations.
The impact of geopolitical and economic
events on the supply and demand for bitcoin and other cryptocurrencies is uncertain.
Geopolitical crises may motivate
large-scale purchases of bitcoin and other cryptocurrencies, which could rapidly increase the price of bitcoin and other cryptocurrencies.
This may increase the likelihood of a subsequent price decrease as crisis-driven purchasing behavior dissipates, adversely affecting the
value of our inventory, if any, following such downward adjustment. Such risks are similar to the risks of purchasing other commodities
in uncertain times, such as the risk of purchasing, holding or selling gold. Alternatively, as an emerging asset class with limited acceptance
as a payment system or commodity, global crises and general economic downturn may discourage investment in bitcoin as investors focus
their investment on less volatile asset classes as a means of hedging their investment risk.
Cryptocurrencies, which are
relatively new, are subject to supply and demand forces. How such supply and demand will be impacted by geopolitical events is largely
uncertain but could be harmful to us and investors in our ordinary shares. Political or economic crises may motivate large-scale acquisitions
or sales of cryptocurrencies either globally or locally. Such events could have a material adverse effect on our ability to continue as
a going concern or to pursue our strategy at all, which could have a material adverse effect on our business, prospects or operations
and potentially the value of any bitcoin mined.
Acceptance and/or widespread use of cryptocurrency
is uncertain.
There are increasing public
reports of businesses, insurance companies and local governments, among other organizations, either holding or planning to utilize cryptocurrencies,
specifically bitcoin, as a store of value or as a medium of exchange and payment method. Other companies, typically through partnerships
with digital currency processors, have also begun to increase the adoption of cryptocurrencies in the retail and commercial marketplace.
Despite these public reports, there is still a relatively limited use of any cryptocurrency in the retail and commercial marketplace,
thus contributing to price volatility that could adversely affect an investment in our securities. Banks and other established financial
institutions may refuse to process funds for cryptocurrency transactions, process wire transfers to or from cryptocurrency exchanges,
cryptocurrency-related companies or service providers, or maintain accounts for persons or entities transacting in cryptocurrency.
Conversely, a significant portion of cryptocurrency demand is generated by investors seeking a long-term store of value or speculators
seeking to profit from the short- or long-term holding of the asset. Price volatility, slow processing speeds, and high transaction
costs undermine bitcoin’s role as a medium of exchange, as retailers are less likely to accept it as a direct form of payment. Market
capitalization for bitcoin as a medium of exchange and payment method may always be low.
The relative lack of acceptance
of cryptocurrencies in the retail and commercial marketplace, or a reduction of such use, limits the ability of end users to use them
to pay for goods and services. Such lack of acceptance or decline in acceptance could have a material adverse effect on our ability to
continue as a going concern or to pursue our new strategy at all, which could have a material adverse effect on our business, prospects
or operations and potentially the value of bitcoin mined.
Transaction fees may decrease demand for
bitcoin and prevent expansion.
A miner that successfully
adds a block to the bitcoin blockchain is remunerated with newly mined bitcoins (known as the “block reward”) and may potentially
also receive transaction fees. Bitcoin miners will be able to continue earning block rewards through this process until 21 million bitcoins
have been mined, which reflects the total fixed supply limit of bitcoin. The bitcoin network’s design regulates supply by only allowing
a fixed number of bitcoin to be mined each year and halving the number of block rewards paid to miners after approximately four years.
As a result of the bitcoin network’s limitations on mining, it is estimated that the final bitcoin will be minted in 2140, at which
time miners will be incentivized to maintain the network solely based on transaction fees. It is currently estimated that approximately
20 million bitcoins will have been mined by the year 2030.
Transaction fees are not pre-determined
by the bitcoin protocol and vary based on market factors, such as user demand and the capacity of the network. Decreased transaction fees
would have an adverse effect on our financial performance. However, if transaction fees paid for bitcoin transactions become too high,
users may be motivated to move away from the bitcoin network entirely. Either the requirement from miners of higher transaction fees in
exchange for recording transactions in a blockchain or a software upgrade that automatically charges fees for all transactions may decrease
demand for bitcoin and prevent the expansion of the bitcoin network to retail merchants and commercial businesses, either of which could
result in a reduction in the price of bitcoin that could adversely impact an investment in our securities. Decreased use and demand for
bitcoin may adversely affect its value and result in a reduction in the price of bitcoin and the value of our securities.
It may be illegal now, or in the future,
to acquire, own, hold, sell or use bitcoin, or other cryptocurrencies, participate in blockchains or utilize similar cryptocurrency assets
in one or more countries, the ruling of which would adversely affect us.
Several countries have taken
and may continue taking regulatory actions that could severely restrict the right to acquire, own, hold, sell or use cryptocurrency assets
or to exchange them for fiat currency. For example, in China and Russia, it is illegal to accept payment in bitcoin and other cryptocurrencies
for consumer transactions and banking institutions are barred from accepting deposits of cryptocurrencies. Additional countries, including
the United States, could take similar measures to ban or limit the holding of certain cryptocurrencies such as bitcoin. Such circumstances
could have a material adverse effect on our business, prospects or operations and potentially the value of any bitcoin or other cryptocurrencies
we mine or otherwise acquire or hold for our own account, and thus harm investors. We do not intend to mine other cryptocurrencies as
part of our business model at this time.
Our operations, investment strategies and
profitability may be adversely affected by competition from other methods of investing in cryptocurrencies.
We compete with other users
and/or companies that are mining cryptocurrencies and other potential financial vehicles, including securities backed by or linked to
cryptocurrencies through entities similar to us. Market and financial conditions, and other conditions beyond our control, may make it
more attractive to invest in other financial vehicles, or to invest in bitcoin or other cryptocurrencies directly, which could limit the
market for our shares and reduce their liquidity. The emergence of other financial vehicles and exchange-traded funds have been scrutinized
by regulators and such scrutiny and the negative impressions or conclusions resulting from such scrutiny could be applicable to us and
impact our ability to successfully pursue our strategy or operate at all, or to establish or maintain a public market for our securities.
Such circumstances could have a material adverse effect on our business, prospects or operations and potentially the value of any bitcoin
we mine, and thus harm investors.
The development and acceptance of competing
blockchain platforms or technologies may cause demand for bitcoin to decrease.
The development and acceptance
of competing blockchain platforms or technologies, including competing cryptocurrencies which our mining machines may not be able to mine,
such as cryptocurrencies being developed by popular social media platforms, online retailers, or government sponsored cryptocurrencies,
may cause consumers to use or hold alternative cryptocurrencies. Our business utilizes presently existent digital ledgers and blockchains
and we could face difficulty adapting to emergent digital ledgers, blockchains, or alternatives thereto. This may adversely affect us
and our exposure to blockchain technologies and prevent us from realizing the anticipated profits from our investments. Such circumstances
could have a material adverse effect on our business, prospects or operations and potentially the value of any bitcoin we mine or otherwise
acquire or hold for our own account, which could materially and adversely affect investors’ investments in our securities.
Despite the current first-to-market
advantage of the bitcoin network over other cryptocurrency networks, the cryptocurrency market continues to grow rapidly as the value
of existing cryptocurrency rises, and as new cryptocurrencies enter the market as demand for cryptocurrency increases. Therefore, it is
possible that another cryptocurrency could become comparatively more popular than bitcoin in the future. If an alternative cryptocurrency
obtains significant market share, this could reduce bitcoin’s market share and value. All of our mining revenue is derived from
mining bitcoin and, while we could potentially consider mining other cryptocurrencies in the future, we have no plans to do so currently
and may incur significant costs if we choose to do so particularly because our machines are principally utilized for mining bitcoin and
cannot mine other cryptocurrencies. As a result, the emergence of a cryptocurrency that erodes bitcoin’s market share and value
could have a material adverse effect on our business.
The open-source structure of the bitcoin
network protocol means that the contributors to the protocol are generally not directly compensated for their contributions in maintaining
and developing the protocol. A failure to properly monitor and upgrade the protocol could damage that network and an investment in us.
The bitcoin network operates
based on an open-source protocol maintained by contributors, largely on the Bitcoin Core project on GitHub. As an open source project,
bitcoin is not represented by an official organization or authority. Because the bitcoin network protocol is not sold and its use does
not generate revenues for contributors, contributors are generally not compensated for maintaining and updating the bitcoin network protocol.
The lack of guaranteed financial incentive for contributors to maintain or develop the bitcoin network and the lack of guaranteed resources
to adequately address emerging issues with the bitcoin network may reduce incentives to address the issues adequately or in a timely manner,
which could have a material adverse effect on our business. Issues with the bitcoin network could result in decreased demand or reduced
prices for bitcoin, thus impacting our ability to monetize the bitcoin we mine and also reducing the total number of transactions for
which mining rewards and transaction fees can be earned, thus impacting the value of an investment in our securities.
The decentralized nature of
the governance of bitcoin may lead to ineffective decision making that slows development or prevents the bitcoin network from overcoming
emergent obstacles. Governance of the bitcoin network is by voluntary consensus and open competition with no clear leadership structure
or authority. To the extent lack of clarity in corporate governance of the bitcoin network leads to ineffective decision making that slows
development and growth of bitcoin, the value of our securities may be adversely affected.
We may not adequately respond to rapidly
changing technology, which may negatively affect our business.
Competitive conditions within
the bitcoin mining and cryptocurrency industry require that we use sophisticated technology in the operation of our business. The industry
for blockchain technology is characterized by rapid technological changes, new product introductions, enhancements and evolving industry
standards. New technologies, techniques or products could emerge that might offer better performance than the software and other
technologies we currently use, and we may have to manage transitions to these new technologies to remain competitive. We may not be successful,
generally or relative to our competitors, in timely implementing new technology into our systems, or doing so in a cost-effective manner.
During the course of implementing any such new technology into our operations, we may experience system interruptions and failures. Furthermore,
there can be no assurances that we will recognize, in a timely manner or at all, the benefits that we may expect as a result of our implementing
new technology into our operations. As a result, our business and operations may suffer, and there may be adverse effects on the price
of our ordinary shares.
Incorrect or fraudulent bitcoin transactions
may be irreversible.
Bitcoin transactions are irrevocable,
and stolen or incorrectly transferred bitcoin may be irretrievable. As a result, any incorrectly executed or fraudulent bitcoin transactions
could adversely affect our investments and assets. Bitcoin transactions are not, from an administrative perspective, reversible without
the consent and active participation of the recipient of the bitcoin from the transaction. In theory, bitcoin transactions may be reversible
with the control or consent of a majority of processing power on the network; however, we do not now, nor is it feasible that we could
in the future, possess sufficient processing power to effect this reversal. Once a transaction has been verified and recorded in a block
that is added to a blockchain, an incorrect transfer of bitcoin or a theft thereof generally will not be reversible and if an incorrect
transfer or theft occurs, we may not have sufficient recourse to recover our losses from any such transfer or theft. It is possible that,
through computer or human error, or through theft or criminal action, our cryptocurrency rewards could be transferred in incorrect amounts
or to unauthorized third parties, or to uncontrolled accounts. As a result, if there is human error, theft, or criminal action, we will
need to rely on existing private investigative entities to investigate any potential loss of our bitcoin assets. The third-party service
providers rely on data analysis and compliance of internet service providers with traditional court orders to reveal information such
as the IP addresses of any attackers who may target us. Our inability to recover any losses from such action, error or theft, could have
a material adverse effect on our ability to continue as a going concern or to pursue our new strategy at all, which could have a material
adverse effect on our business, prospects or operations of and potentially the value of any bitcoin we mine or otherwise acquire or hold
for our own account now or in the future.
If a malicious actor or botnet obtains control
of more than 50% of the processing power of the bitcoin network, such actor or botnet could manipulate the bitcoin network to adversely
affect us, which could have a material, adverse effect on our business.
If a malicious actor or botnet
(a volunteer or hacked collection of computers controlled by networked software coordinating the actions of the computers) obtains
a majority of the processing power dedicated to mining bitcoin, it may be able to alter blockchains on which bitcoin transactions reside
and rely on by constructing fraudulent blocks or preventing certain transactions from completing in a timely manner, or at all. The malicious
actor or botnet could control, exclude or modify the ordering of transactions, though it could not generate new units or transactions
using such control. The malicious actor could “double-spend” its own bitcoin (i.e., spend the same bitcoin in more than one
transaction) and prevent the confirmation of other users’ transactions for as long as it maintained control. To the extent
that such malicious actor or botnet does not yield its control of the processing power on the network or the bitcoin community does not
reject the fraudulent blocks as malicious, reversing any changes made to blockchains may not be possible. The foregoing description is
not the only means by which the entirety of blockchains or bitcoin may be compromised but is only an example.
Although there are no known
reports of malicious activity or control of blockchains achieved through controlling over 50% of the processing power on the network,
it is believed that certain mining pools may have exceeded the 50% threshold in bitcoin. The possible crossing of the 50% threshold indicates
a greater risk that a single mining pool could exert authority over the validation of bitcoin transactions. To the extent that the bitcoin
ecosystem, and the administrators of mining pools, do not act to ensure greater decentralization of bitcoin mining processing power, the
feasibility of a botnet or malicious actor obtaining control of the blockchain’s processing power will increase, because such botnet
or malicious actor could more readily infiltrate and seize control over the blockchain by compromising a single mining pool, if the mining
pool compromises more than 50% of the mining power on the blockchain, than it could if the mining pool had a smaller share of the blockchain’s
total hashing power. Conversely, if the blockchain remains decentralized it is inherently more difficult for the botnet or malicious actor
to aggregate enough processing power to gain control of the blockchain. However, if this were to occur, the public may lose confidence
in the bitcoin blockchain, and blockchain technology more generally. This would likely have a material and adverse effect on the price
of bitcoin, which could have a material adverse effect on our business, financial results and operations.
If the award of bitcoin rewards for solving
blocks is not sufficiently high, miners may not have adequate incentive to continue mining and may cease mining operations, which may
make the blockchains they support with their mining activity less stable.
As the number of bitcoin rewards
awarded for solving a block in the bitcoin blockchain decreases, the relative cost of mining bitcoin will also increase, unless there
is a corresponding increase in demand for that bitcoin. Even relatively stable demand may not be sufficient to support the costs of mining
because as new miners begin working to solve blocks, the relative amount of energy expended to obtain a cryptocurrency award will tend
to increase. This increased energy directly relates to an increased cost of mining, which means an increased cost of obtaining a bitcoin
award. This increased cost, if not met with a corresponding increase in the market price for the bitcoin resulting from increased scarcity
and/or demand, may lead miners to conclude they do not have an adequate incentive to continue mining and, therefore, may cease their mining
operations. This reduction in active miners supporting a blockchain may result in a reduction in the aggregate hash rate devoted to the
blockchain as its bitcoin award is reduced. We believe this would tend to adversely affect the confirmation process for transactions (i.e.,
temporarily decreasing the speed at which blocks are added to a blockchain until the next scheduled adjustment in difficulty for block
solutions) and make bitcoin networks more vulnerable to a malicious actor or botnet. This could permit such malicious actor or botnet
to manipulate a blockchain in a manner that adversely affects our activities. A reduction in confidence in the confirmation process or
processing power of the network could result and may be irreversible. Such events could have a material adverse effect on our ability
to continue to pursue our strategy, which could in turn have a material adverse effect on our business, prospects or operations and potentially
the value of any bitcoin we mine or otherwise acquire or hold for our own account now or in the future.
Demand for bitcoins is driven, in part,
by its status as a prominent digital asset. It is possible that a digital asset other than bitcoin could have features that make it more
desirable to a material portion of the digital asset user base, resulting in a reduction in demand for bitcoin, which could have a negative
impact on the price of bitcoin and adversely affect an investment in our securities.
Bitcoin was the first
digital asset to gain global adoption and critical mass, and as a result, it has a “first to market” advantage over
other cryptocurrencies. In addition, many consortiums and financial institutions are also researching and investing resources into
private or permissioned blockchain platforms rather than open platforms like the bitcoin network. Competition from the
emergence or growth of alternative cryptocurrencies could have a negative impact on the demand for, and price
of, bitcoin and thereby adversely affect an investment in our securities.
Investors may invest in bitcoin
directly or through other potential financial vehicles, possibly including securities backed by or linked to bitcoin and digital asset
financial vehicles. Market and financial conditions, and other conditions beyond our control, may make it more attractive to invest in
other financial vehicles or to invest in bitcoin directly, which could limit the market for, and reduce the liquidity of, our securities.
Bitcoin held by us are not subject to
Federal Deposit Insurance Corporation (“FDIC”) or Securities Investor Protection Corporation (“SIPC”)
protections.
Bitcoin is not typically held
with a banking institution or a member of the FDIC or the SIPC and, therefore, any bitcoin we may hold would not be subject to the protections
enjoyed by depositors with FDIC or SIPC member institutions.
Bitcoin may have concentrated ownership
and large sales or distributions by holders or bitcoin could have an adverse effect on its market price.
It is possible that certain
persons or entities control multiple wallets that collectively hold a significant number of bitcoin, even if they individually only hold
a small amount, and it is possible that some of these wallets are controlled by the same person or entity. As a result of this concentration
of ownership, large sales or distributions by such holders could lead to volatility and have an adverse effect on the market price of
bitcoin.
Risks Related to Governmental Regulation and
Enforcement
If bitcoins are determined to be investment
securities, and we hold a significant portion of our assets in bitcoins, investment securities or non-controlling equity interests of
other entities, we may inadvertently violate the Investment Company Act of 1940 (the “Investment Company Act”). We could incur
large losses to modify our operations to avoid the need to register as an investment company or could incur significant expenses to register
as an investment company or could terminate operations altogether.
The SEC and its staff have
taken the position that certain cryptocurrencies fall within the definition of a “security” under the U.S. federal securities
laws and have issued reports, orders, and statements that provide guidance on when a cryptocurrency may be a security for purposes of
the U.S. federal securities laws. The SEC generally does not provide advance guidance or confirmation on the status of any particular
cryptocurrency as a security. Public statements made by senior officials at the SEC indicate that the SEC does not intend to take the
position that bitcoin is a security (as currently offered and sold). However, such statements are not official policy statements by the
SEC and reflect only the speakers’ views, which are not binding on the SEC or any other agency or court and cannot be generalized
to any other digital asset. As of the date of this annual report, with the exception of certain centrally issued digital assets that have
received “no-action” letters from the SEC staff, bitcoin and Ethereum are the only cryptocurrencies that senior officials
at the SEC have publicly stated are unlikely to be considered securities. If laws and regulations evolve or the SEC changes its position
with respect to whether bitcoin is regarded as a type of securities, we may be subject to Investment Company Act and other regulations
surrounding securities, notwithstanding the conclusions we may draw based on our risk-based assessment regarding the likelihood that
a particular digital asset could be deemed a “security” under applicable laws.
Under the Investment Company
Act, a company may fall within the definition of an investment company under section 3(c)(1)(A) thereof if it is or holds itself
out as being engaged primarily, or proposes to engage primarily in the business of investing, reinvesting or trading in securities, or
under section 3(a)(1)(C) thereof if it is engaged or proposes to engage in business of investing, reinvesting, owning, holding, or
trading in securities, and owns or proposes to acquire “investment securities” (as defined) having a value exceeding 40% of
its total assets (exclusive of government securities and cash items) on an unconsolidated basis. There is no authoritative law, rule or
binding guidance published by the SEC regarding the status of cryptocurrencies as “securities” or “investment securities”
under the Investment Company Act. Although we believe that we are not engaged in the business of investing, reinvesting or trading in
investment securities, and we do not hold ourselves out as being primarily engaged, or proposing to engage primarily, in the business
of investing, reinvesting or trading in securities, to the extent the cryptocurrencies that our subsidiaries mine, own, or otherwise acquire
may be deemed “securities” or “ investment securities” by the SEC or a court of competent jurisdiction, we
may meet the definition of an investment company. If we fall within the definition of an investment company under the Investment Company
Act, we would be required to register with the SEC. If an investment company fails to register, it likely would have to stop doing
almost all business, and its contracts would become voidable. Generally non-U.S. issuers may not register as an investment company
without an SEC order.
If we were unable to qualify
for an exemption from registration as an investment company, or fail to take adequate steps within the one-year grace period for
inadvertent investment companies, we would need to register with the SEC as an investment company under the Investment Company Act or
cease almost all business, and our contracts would become voidable. Investment company registration is time-consuming and would require
a restructuring of our business. Moreover, the operation of an investment company is very costly and restrictive, as investment companies
are subject to substantial regulation concerning management, operations, transactions with affiliated persons and portfolio composition,
and Investment Company Act filing requirements. The cost of such compliance would result in us incurring substantial additional expenses,
and the failure to register if required would have a materially adverse impact on our operations.
There can be no assurances
that we will properly characterize any given cryptocurrency as a security or non-security for purposes of determining which cryptocurrencies
to mine, hold and trade, or that the SEC or a court, if the question was presented to it, would agree with our assessment. We could be
subject to judicial or administrative sanctions for failing to offer or sell cryptocurrencies in compliance with the registration requirements,
or for acting as a broker or dealer without appropriate registration. Such an action could result in injunctions, cease and desist orders,
as well as civil monetary penalties, fines, and disgorgement, criminal liability, and reputational harm. Further, if any cryptocurrency
that our subsidiaries mine, hold and trade is deemed to be a security under the laws of any U.S. federal, state, or foreign jurisdiction,
or in a proceeding in a court of law or otherwise, it may have adverse consequences for such cryptocurrency. For instance, all transactions
in such supported cryptocurrency would have to be registered with the SEC or other foreign authority, or conducted in accordance with
an exemption from registration, which could severely limit its liquidity, usability and transactability. Further, it could draw negative
publicity and a decline in the general acceptance of digital assets. Also, it may make it difficult for such cryptocurrency to be traded,
cleared, and custodied as compared to other cryptocurrencies that are not considered to be securities.
We may be required to register as an investment
company under the Investment Company Act. In such event, we may be deemed as operating as an unregistered investment company in violation
of the Investment Company Act and required to register as an investment company or to adjust our strategies.
We intend to conduct our operations
in such a way that we will not be required to register as an investment company under the Investment Company Act. However, under the Investment
Company Act, a company may fall within the definition of an investment company under section 3(a)(1)(C) thereof if it is engaged or proposes
to engage in business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire “investment
securities” (as defined therein) having a value exceeding 40% of its total assets (exclusive of government securities and cash items)
on an unconsolidated basis. If the cryptocurrencies we mine or hold, or plan to mind or hold, are determined to be securities, we may
be required to register as an investment company or to adjust our business strategies. There can be no assurance that we will be able
to maintain our exclusion from registration as an investment company under the Investment Company Act. In addition, as a consequence of
our seeking to avoid the need to register under the Investment Company Act on an ongoing basis, we may be limited in the ability to engage
in cryptocurrency mining operations or otherwise make certain investments, and these limitations could result in our holding those cryptocurrencies
we may wish to sell or selling the cryptocurrencies we may wish to hold, which could materially and adversely affect our business, financial
condition and results of operations.
We cannot be certain as to how future regulatory
developments will impact our business and any such additional regulatory requirements, or changes in how existing requirements are interpreted
and applied, may cause us to cease all or certain of our operations or change our business model.
We cannot be certain as to
how future regulatory developments will impact the treatment of cryptocurrencies, and other digital assets under the law. For example,
if regulatory changes or interpretations require the regulation digital assets under certain laws and regulatory regimes in the United States
such as those administered by the SEC, the CFTC, the IRS, Department of Treasury or other agencies or authorities or similar laws and
regulations of other jurisdictions, including if our digital asset activities cause us to be deemed a “money transmitter,”
“money services business” or equivalent designation under U.S. federal law, the law of any U.S. state, or foreign
jurisdiction in which we operate, we may be required to register, seek licensure and comply with such regulations, including at a federal,
state or local level, and implement an anti-money laundering program, reporting and recordkeeping regimes, consumer protective safeguards,
and other operational requirements. To the extent that we decide to continue operations, the required registrations and regulatory compliance
steps may result in extraordinary, non-recurring expenses or burdens to us, as well as on-going recurring compliance costs,
possibly affecting an investment in the ordinary shares or our net income in a material and adverse manner. We may also decide to cease
some or all operations. Any termination or disruption of our operations in response to the changed regulatory circumstances may be at
a time that is disadvantageous to investors. Furthermore, we and our service providers may not be capable of complying with certain federal
or state regulatory obligations applicable to money services businesses or state money transmitters. If we are deemed to be subject to
and determined not to comply with such additional regulatory and registration requirements, we may act to dissolve and liquidate our company.
Any such action may adversely affect an investment in us.
If we fail to comply with
such additional regulatory, licensure and registration compliance requirements, we may seek to cease all or certain of our operations
or be subjected to fines, penalties and other governmental action. Such circumstances could have a material adverse effect on our ability
to continue as a going concern or to pursue our business model at all, which could have a material adverse effect on our business, prospects
or operations and potentially the value of any cryptocurrencies or digital assets we plan to hold or expect to acquire for our own account.
Regulatory developments related to cryptocurrencies
and cryptocurrency markets may impact our business, financial condition, and results of operations.
Legislators have devoted increasing
attention to cryptocurrencies and cryptocurrency markets. Legislatures across states in the U.S. may pass several crypto-related bills
that vary in their subject matter and scope and create new regulatory framework or clarify existing regulations. In the event that any
proposed crypto-legislature that limits or regulates our business activities is enacted, our business, financial condition, and results
of operations may be negatively impacted.
Additionally, regulatory developments
related to cryptocurrencies and cryptocurrency markets as well as the regulatory environment in which our subsidiaries operate can impact
our operating costs and interfere with our business strategy with respect to where the operating entities operate. Additionally, to the
extent that bitcoins, the only type of cryptocurrencies we mine, are affected by regulatory developments, including being categorized
and regulated as securities, our business strategy with respect to our future business operations could be interfered as well. Should
crypto-legislature that limits or regulates our business activities as such is enacted and/or regulatory environment has changed, our
operating costs could significantly increase, and our business strategy with respect to our future business operations.
If U.S. and/or foreign regulators and other
government entities assert jurisdictions over cryptocurrencies and cryptocurrency markets, we may be subject to additional regulations
imposed by these regulators and government entities and may be required to alter our business operations to gain compliance with these
regulations, as a result of which we may experience increased compliance costs and our business operations, financial position and results
of operations may be materially and adversely affected.
There are risks that U.S.
and/or foreign regulators and other government entities may assert jurisdictions over cryptocurrencies and cryptocurrency markets. In
such event, we may be subject to additional regulations imposed by these regulators and government entities. For instance, in the complaint
of a federal lawsuit filed by the SEC against Ian Balina, an influencer in the cryptocurrency market, for his failure to register a cryptocurrency
as a security before launching a 2018 initial coin offering, the SEC suggests that the U.S. has jurisdiction over all Ethereum transactions.
Similar assertions concerning other types of cryptocurrencies could be made by the SEC and/or any other regulator or government entity
and, if any part of our business is found subject to jurisdiction of these regulators, we may experience increased compliance costs and
we may be required to alter our business operations to gain compliance with these regulations. For example, if the SEC has jurisdictions
over the bitcoins the operating entities mine and they are deemed as securities by the SEC, any transactions involving our mined bitcoins
and our mining activities may be subject to the regulations of the Securities Act and the Exchange Act, and any additional regulations
published by the SEC. In such event, to the extent that we incur material increases in compliance costs or our business operations are
no longer compliant with then-existing regulations, our business operations, financial position and results of operations will be materially
and adversely affected.
Our transactions in cryptocurrency may expose
us to countries, territories, regimes, entities, organizations and individuals that are subject to sanctions and other restrictive laws
and regulations.
The Office of Foreign Assets
Control of the U.S. Department of Treasury and the U.S. Department of State require us to comply with sanction programs based on foreign
policy and national security goals against targeted countries, territories, regimes, entities, organizations and individuals. Because
of the pseudonymous nature of blockchain transactions, we may not be able to determine the ultimate identity of the individuals with whom
we transact with respect to buying or selling cryptocurrency. To the extent government enforcement authorities enforce laws and regulations
that are impacted by blockchain technology, we may be subject to investigation, administrative or court proceedings, and civil or criminal
monetary fines and penalties, all of which could harm our reputation and affect the value of our securities.
The cryptoeconomy is novel and has limited
access to policymakers or lobbying organizations, which may harm our ability to effectively react to proposed legislation and regulation
of cryptocurrency or cryptocurrency platforms adverse to our business.
As cryptocurrencies have grown
in both popularity and market size, various U.S. federal, state, and local and foreign governmental organizations, consumer agencies and
public advocacy groups have been examining the operations of cryptocurrency networks, users and platforms, with a focus on how cryptocurrencies
can be used to launder the proceeds of illegal activities, fund criminal or terrorist enterprises, and the safety and soundness of platforms
and other service providers that hold cryptocurrencies for users. Many of these entities have called for heightened regulatory oversight
and have issued consumer advisories describing the risks posed by cryptocurrencies to users and investors. The cryptoeconomy is novel
and has limited access to policymakers and lobbying organizations in many jurisdictions. Competitors from other, more established industries,
including traditional financial services, may have greater access to lobbyists or governmental officials, and regulators that are concerned
about the potential use of cryptocurrencies for illicit purposes may effect statutory and regulatory changes with minimal or discounted
inputs from the cryptoeconomy. As a result, new laws and regulations may be proposed and adopted, or existing laws and regulations may
be interpreted in new ways, that harm the cryptoeconomy or cryptocurrency platforms, which could adversely impact our business.
If regulatory changes or interpretations
of our activities require us to register under the regulations promulgated by FinCEN under the authority of the U.S. Bank Secrecy Act,
or otherwise under state laws, we may incur significant compliance costs, which may have a material negative effect on our business and
the results of its operations.
Cryptocurrencies are treated
as “money” by FinCEN, and business engaged in the transfer of money or other payments services are subject to registration
and licensure requirements at the U.S. federal level and also under U.S. state laws. While FinCEN has issued guidance that cryptocurrency
mining, without engagement in other activities, does not require registration and licensure with FinCEN, this could be subject to change
as FinCEN and other regulatory agencies continue their scrutiny of the bitcoin network and cryptocurrencies generally. To the extent that
our business activities cause us to be deemed a money services business (“MSB”) under the regulations promulgated by
FinCEN under the authority of the U.S. Bank Secrecy Act, we may be required to comply with FinCEN regulations, including those that would
mandate us to implement anti-money laundering programs, make certain reports to FinCEN and maintain certain records.
To the extent that our activities
would cause us to be deemed a “money transmitter” (“MT”) or equivalent designation under state law in any
state in which it may operate, we may be required to seek a license or otherwise register with a state regulator and comply with state
regulations that may include the implementation of anti-money laundering programs, including implementing a know-your-counterparty program
and transaction monitoring, maintenance of certain records and other operational requirements.
Such additional federal or
state regulatory obligations may cause us to incur extraordinary expenses. Furthermore, we may not be capable of complying with certain
federal or state regulatory obligations applicable to MSBs and MTs, such as monitoring transactions and blocking transactions, because
of the nature of the bitcoin blockchain. If we are deemed to be subject to, and it is determined we are not in compliance with such additional
regulatory and registration requirements, we may act to dissolve and liquidate.
The application of the Commodity Exchange
Act, as amended (the “CEA”), to our bitcoin mining business is unclear and may be subject to change and therefore difficult
to predict. To the extent we become subject to regulation by the CFTC in connection with our business activities, we may incur additional
compliance costs, which may be significant.
The CEA does not currently
impose any direct obligations on us related to the mining or exchange of bitcoin. However, the CFTC, the federal agency that administers
the CEA, generally regards bitcoin as a commodity. This position has been supported by decisions of federal courts.
Changes in the CEA or the
regulations promulgated by the CFTC thereunder, as well as interpretations thereof and official statements by the CFTC may impact the
classification of bitcoin and subject it to additional regulatory oversight by the CFTC. Although the CFTC to date has not enacted regulations
governing non-derivative or nonfinanced, margined or leveraged transactions in bitcoin, it has authority to commence enforcement
actions against persons who engage in manipulation or deceptive practices related to transactions in any contract of sale of any
commodity, including bitcoin, in interstate commerce.
While no provision of the
CEA, or CFTC rules, orders or rulings (except as noted herein) appears to be currently applicable to our business, this is subject
to change. We cannot be certain as to how future regulatory developments will impact the treatment of bitcoin under the law. Any requirements
imposed by the CFTC related to our bitcoin mining activities or our transactions in bitcoin would cause us to incur additional extraordinary,
non-recurring expenses, thereby materially and adversely impacting an investment in our securities.
Moreover, if our bitcoin mining
activities or transactions in bitcoin were deemed by the CFTC to constitute a collective investment in derivatives for our stockholders,
we may be required to register as a commodity pool operator with the CFTC through the National Futures Association. Such additional registrations
may result in extraordinary, non-recurring expenses, thereby materially and adversely impacting an investment in our securities.
If we determine it is not practicable to comply with such additional regulatory and registration requirements, we may seek to cease certain
of our operations. Any such action may adversely affect an investment in our business.
We are subject to risks associated with
our need for significant electrical power. Government regulators may potentially restrict the ability of electricity suppliers to provide
electricity to bitcoin mining operations, such as ours.
The operation of a bitcoin
mining can require massive amounts of electrical power and we anticipate our demand for electrical power will grow as we expand our mining
fleet. If we are unable to continue to obtain sufficient electrical power to operate our miners on a cost-effective basis, we may
not realize the anticipated benefits of our significant capital investments in new miners. Further, our mining operations can only be
successful and ultimately profitable if the costs, including electrical power costs, associated with mining a bitcoin are lower than the
price of a bitcoin. As a result, any mine we establish can only be successful if we can obtain sufficient electrical power for that mine
on a cost-effective basis, and our establishment of new mines requires us to find locations where that is the case. There may be
significant competition for suitable mine locations, and government regulators may potentially restrict the ability of electricity suppliers
to provide electricity to mining operations in times of electricity shortage, or may otherwise potentially restrict or prohibit the provision
or electricity to mining operations. Additionally, our mines could be materially adversely affected by a power outage. If we are unable
to receive adequate power supply and are forced to cease or reduce our operations due to the availability or cost of electrical power,
including increased taxes associated with the use of electrical power, our business would experience materially negative impacts.
Climate change, and the regulatory and legislative
developments related to climate change, may materially adversely affect our business and financial condition.
The potential physical impacts
of climate change on our operations are highly uncertain and would be particular to the geographic circumstances in areas in which we
operate or in which our third-party providers operate. These may include changes in rainfall and storm patterns and intensities,
water shortages, changing sea levels and changing temperatures. The impacts of climate change may materially and adversely impact the
cost, production and financial performance of our operations. Further, any impacts to our business and financial condition as a result
of climate change are likely to occur over a sustained period of time and are therefore difficult to quantify with any degree of
specificity. For example, extreme weather events may result in adverse physical effects on portions of our infrastructure, which could
disrupt our supply chain and ultimately our business operations. In addition, disruption of transportation and distribution systems could
result in reduced operational efficiency and customer service interruption. Climate related events have the potential to disrupt our business,
including the business of our suppliers, and may cause us to experience higher attrition, losses and additional costs to resume operations.
In addition, a number of governments
or governmental bodies have introduced or are contemplating legislative and regulatory changes in response to various climate change interest
groups and the potential impact of climate change. Given the very significant amount of electrical power required to operate cryptocurrency
miners, as well the environmental impact of mining for the rare earth metals used in the production of mining servers, the cryptocurrency
mining industry may become a target for future environmental and energy regulation. Legislation and increased regulation regarding climate
change could impose significant costs on us and our suppliers, including costs related to increased energy requirements, capital equipment,
environmental monitoring and reporting, and other costs to comply with such regulations. Any future climate change regulations could also
negatively impact our ability to compete with companies situated in areas not subject to such limitations. Given the political significance
and uncertainty around the impact of climate change and how it should be addressed, we cannot predict how legislation and regulation will
affect our financial condition, operating performance and ability to compete. Furthermore, even without such regulation, increased
awareness and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in our
industry could harm our reputation. Any of the foregoing could result in a material adverse effect on our business and financial condition.
We are subject to environmental, health
and safety laws and regulations that may expose us to significant liabilities for penalties, damages or costs of remediation or compliance.
Our operations and properties
are subject to laws and regulations governing occupational health and safety, the discharge of pollutants into the environment or otherwise
relating to health, safety and environmental protection requirements in the countries and localities in which we operate. These laws and
regulations may impose numerous obligations that are applicable to our operations, including acquisition of a permit or other approval
before conducting construction or regulated activities; limitation or prohibition of construction and operating activities in environmentally
sensitive areas, such as wetlands; imposing specific health and safety standards addressing worker protection; and imposition of significant
liabilities for pollution resulting from our operations, including investigation, remedial and clean-up costs. Failure to comply
with these requirements may expose us to fines, penalties and/or interruptions in our operations that could have a material adverse effect
on our financial position, results of operations and cash flows. Certain environmental laws may impose strict, joint and several liability
for costs required to clean up and restore sites where hazardous substances have been disposed or otherwise released into the environment,
even under circumstances where the hazardous substances were released by prior owners or operators or the activities conducted and from
which a release emanated complied with applicable law.
The trend in environmental
regulation has been to place more restrictions and limitations on activities that may be perceived to impact the environment, and
thus there can be no assurance as to the amount or timing of future expenditures for environmental regulation compliance or remediation.
New or revised regulations that result in increased compliance costs or additional operating restrictions could have a material adverse
effect on our financial position, results of operations and cash flows.
Our mining business is subject to local
government regulation.
We are subject to extensive
and varied local government regulation, including regulations relating to public health, safety and zoning codes. We operate each of our
locations in accordance with standards and procedures designed to comply with applicable codes and regulations. However, our failure to
obtain or retain any required licenses could adversely affect our operations. Although we have not experienced, and do not anticipate
experiencing any significant difficulties, delays or failures in obtaining required licenses, permits or approvals, any such problem
could delay or prevent us from operating our current sites or further expanding our operations.
Future developments regarding the treatment
of bitcoin for U.S. federal income and foreign tax purposes could adversely affect our business.
Due to the new and evolving
nature of bitcoin and the absence of comprehensive legal guidance with respect to bitcoin, and bitcoin transactions, many significant
aspects of the U.S. federal income and foreign tax treatment of bitcoin are uncertain, and it is unclear what guidance may be issued in
the future on the treatment of bitcoin or bitcoin transactions, including bitcoin mining, for U.S. federal income and foreign tax purposes.
Current Internal Revenue Service (“IRS”) guidance indicates that bitcoin, should be treated and taxed as property (rather
than as a currency), and that transactions involving the payment of bitcoin for goods and services should be treated as barter transactions.
While this treatment creates a tax reporting requirement for certain exchanges of bitcoin, it preserves the right to apply capital gains
(as opposed to ordinary income) treatment to those transactions where bitcoin is held as a capital asset.
There can be no assurance
that the IRS or other foreign tax authority will not alter its existing position with respect to bitcoin in the future or that a court
would uphold the treatment of bitcoin as property, rather than currency. Any such alteration of existing IRS and foreign tax authority
positions or additional guidance regarding bitcoin products and transactions could result in adverse tax consequences for holders of bitcoin
and could have an adverse effect on the value of bitcoin and the broader bitcoin markets. The uncertainty regarding the tax treatment
of bitcoin transactions, and the potential promulgation of new, or changes to existing, U.S. federal income, state or foreign tax laws,
treaties, regulations, administrative practices or guidance relating to bitcoin transactions could adversely impact the price of bitcoin,
our business and the trading price of our securities. Further, in the event our business expands, our after-tax profitability and
financial results could be adversely affected by expanding, internationally or domestically, to jurisdictions with less favorable or more
complex tax laws or greater scrutiny by taxing authorities.
Changes to applicable U.S. tax laws and
regulations could affect our business and future profitability.
New U.S. laws and policy relating
to taxes may have an adverse effect on us and our business and future profitability. Further, existing U.S. tax laws, statutes, rules,
regulations or ordinances could be interpreted, changed, modified or applied adversely to us. The U.S. House of Representatives has advanced
draft legislation (the “House Bill”) that would, if enacted, make significant changes to U.S. federal income tax laws. It
is unclear whether Congress will enact any changes and, if enacted, how soon any such changes could take effect. The passage of the House
Bill or any similar legislation could have an adverse effect on our business and future profitability. Additionally, we are evaluating
the extent to which recently enacted laws expanding cryptocurrency information and transaction reporting requirements could impact our
business and future profitability.
Risks Related to Our Ordinary Shares and the
Trading Market
We may issue additional ordinary shares
or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of our
ordinary shares.
We may issue additional ordinary
shares or other equity securities of equal or senior rank in the future for any reason or in connection with, among other things, future
acquisitions or repayment of outstanding indebtedness, without shareholder approval.
Our issuance of additional
ordinary shares or other equity securities of equal or senior rank would have the following effects:
| ● | our existing shareholders’
proportionate ownership interest in us will decrease; |
| ● | the amount of cash available
per share, including for payment of dividends in the future, may decrease; |
| ● | the relative voting strength
of each previously outstanding share may be diminished; and |
| ● | the market price of our ordinary
shares may decline. |
We are not expected to pay dividends on
our ordinary shares in the foreseeable future.
We are not expected to pay
dividends on our ordinary shares in the foreseeable future. Instead, for the foreseeable future, it is expected that we will continue
to retain any earnings to finance the development and expansion of its business, and not to pay any cash dividends on our ordinary shares.
Consequently, you should not rely on an investment in the Company as a source for any future dividend income.
Our board of directors has
complete discretion as to whether to distribute dividends, subject to applicable laws. Even if our board of directors decides to declare
and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of
operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries,
our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return
on your investment in our ordinary shares will likely depend entirely upon any future price appreciation of our ordinary shares. We cannot
guarantee that our ordinary shares will appreciate in value or even maintain the price at which you purchased the ordinary shares. You
may not realize a return on your investment in our ordinary shares and you may even lose your entire investment in our ordinary shares.
We may become a passive foreign investment
company, which could result in adverse United States federal income tax consequences to United States investors.
Based on the projected composition
of our income and valuation of our assets, including goodwill, we are not expected to be a passive foreign investment company (“PFIC”)
for its current taxable year, and we do not expect to become one in the future, although there can be no assurance in this regard. See
“Item 10. Additional Information—E. Taxation—U.S. Holders—Passive Foreign Investment Company.” If we are
or were to become a PFIC, such characterization could result in adverse United States federal income tax consequences to you if you are
a U.S. investor. For example, if we are a PFIC, its U.S. investors will become subject to increased tax liabilities under U.S. federal
income tax laws and regulations and will become subject to burdensome reporting requirements. We cannot assure you that we will not be
a PFIC for our current taxable year or any future taxable year.
Our amended and restated memorandum and
articles of association contains anti-takeover provisions that could have a material adverse effect on the rights of holders of our ordinary
shares.
Our amended and restated memorandum
and articles of association include provisions to limit the ability of others to acquire control of us or cause us to engage in change-of-control transactions.
These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing
market prices by discouraging third parties from seeking to obtain control of us in a tender offer or similar transaction. For example,
our board of directors has the authority, subject to any resolution of the shareholders to the contrary, to issue preference shares in
one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights
and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption
and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares. Preference shares
could be issued quickly with terms calculated to delay or prevent a change in control of the Company or make removal of management more
difficult. If our board of directors decides to issue preference shares, the price of our ordinary shares may fall and the voting and
other rights of the holders of our ordinary shares may be materially and adversely affected.
You may face difficulties in protecting
your interests, and your ability to protect your rights through U.S. courts may be limited, because we were formed under Cayman Islands
law.
We are an exempted company
incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our amended and restated memorandum and articles
of association, the Companies Act of the Cayman Islands and the common law of the Cayman Islands. The rights of our shareholders to take
action against our directors, actions by our minority shareholders and the fiduciary duties of our directors to us under Cayman Islands
law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from
comparatively limited judicial precedents in the Cayman Islands as well as from the common law of England, the decisions of whose courts
are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties
of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in some
jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States.
Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands.
In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United
States.
Shareholders of Cayman Islands
exempted companies have no general rights under the Cayman Islands law to inspect corporate records or to obtain copies of lists of shareholders
of these companies. Our directors have the discretion under our amended and restated memorandum and articles of association to determine
whether or not, and under what conditions, our corporate records may be inspected by shareholders, but are not obliged to make them available
to shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder
motion or to solicit proxies from other shareholders in connection with a proxy contest.
Certain corporate governance
practices in the Cayman Islands differ significantly from requirements for companies incorporated in other jurisdictions such as the U.S.
To the extent we choose to follow home country practice, shareholders may be afforded less protection than they otherwise would have under
rules and regulations applicable to U.S. domestic issuers.
The Cayman Islands courts
are also unlikely (i) to recognize or enforce against us judgments of courts of the United States based on certain civil liability
provisions of U.S. securities laws, or (ii) to impose liabilities against us, in original actions brought in the Cayman Islands,
based on certain civil liability provisions of U.S. securities laws that are penal in nature.
There is no statutory recognition
in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances
recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.
As a result of all of the
above, our shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members
of our board of directors or shareholders than they would as shareholders of a company incorporated in the United States.
Certain judgments obtained against us by
our shareholders may not be enforceable.
We are a Cayman Islands company
and all of our officers and directors, including our chief executive officer and director, Siguang Peng, our acting chief financial officer,
Yupeng Guo, our directors, Xu Peng, Zhiyi Xie, Ye Ren and Yuejun Jiang are nationals or residents of the PRC and a substantial portion
of their assets are located in the PRC. As a result, it may be difficult or impossible for you to bring an action against us or against
these individuals in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities
laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of the PRC may render
you unable to enforce a judgment against our assets or the assets of our directors and officers. For more information regarding the relevant
laws of the Cayman Islands and the PRC.
As a company incorporated in the Cayman
Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly
from Nasdaq corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoy if
we complied fully with Nasdaq corporate governance listing standards.
As a Cayman Islands company
listed on the Nasdaq, we are subject to Nasdaq corporate governance listing standards. However, the Nasdaq rules permit a foreign private
issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman
Islands, which is our home country, may differ significantly from Nasdaq corporate governance listing standards. A Cayman Islands company
is not required to have annual general meetings. Shareholders of Cayman Islands exempted companies like us have no general rights under
Cayman Islands law to inspect corporate records or to obtain copies of lists of shareholders of these companies. Our directors have discretion
under our articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our
shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information
needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy
contest. To the extent we choose to follow home country practice with respect to corporate governance matters such as the exemption from
holding an annual general meeting pursuant to Nasdaq Rule 5620(a), our shareholders may be afforded less protection than they otherwise
would under rules and regulations applicable to U.S. domestic issuers. For details as to the corporate governance matters for which we
have elected to follow our home country practices, rather than Nasdaq listing standards, please see “Item 16.G—Corporate Governance.”
We have incurred and will continue to incur
increased costs as a result of being a public company.
We are a public company and
we incur significant accounting, legal and other expenses. The Sarbanes-Oxley Act, as well as rules subsequently implemented by the SEC
and the Nasdaq, have detailed requirements concerning corporate governance practices of public companies, including Section 404 of the
Sarbanes-Oxley Act of 2002 relating to internal controls over financial reporting. These rules and regulations applicable to public companies
have increased our accounting, legal and financial compliance costs and made certain corporate activities more time-consuming and costly.
Our management is required to devote substantial time and attention to our public company reporting obligations and other compliance matters.
Our reporting and other compliance obligations as a public company may place a strain on our management, operational and financial resources
and systems for the foreseeable future.
In the past, shareholders
of a public company often brought securities class action suits against the company following periods of instability in the market price
of that company’s securities. If we were involved in a class action suit, it could divert a significant amount of our management’s
attention and other resources from our business and operations, which could harm our results of operations and require us to incur significant
expenses to defend the suit. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability
to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages,
which could have a material adverse effect on our financial condition and results of operations.
ITEM 1B. Unresolved Staff Comments
Not applicable.
ITEM 1C. Cybersecurity
We recognize the importance
of assessing, identifying, and managing material risks associated with cybersecurity threats, as such term is defined in Item 106(a) of
Regulation S-K. These material risks are managed across us, our subsidiaries, and third-party contractors, and monitoring such risks and
threats is integrated into our overall risk management program. Our risk management program is comprised of, among other things, policies
that are designed to identify, assess, manage, and mitigate cybersecurity risk, and is based on applicable laws and regulations, informed
by industry standards and best practices.
Our Chief Financial Officer
is responsible for our cybersecurity program, and our Manager of Cybersecurity is our incident response team leader. In this position,
our Manager of Cybersecurity oversees our cybersecurity team, and guides our incident response team, which is comprised of members from
across our organization, including cybersecurity, IT support, mining operations, software engineering, compliance and legal, as well as
contractors and other partners, as they support our cybersecurity functions. Our Manager of Cybersecurity has nearly two decades of experience
in cybersecurity management and policy, achieved through job training and higher education, and possesses a background in security and
alignment of information technology solutions.
Our Response Plan, developed
by management and our cybersecurity team, and IT support team, serves as a Company-wide guide to facilitate coordinated, prompt, and systematic
responses to any cybersecurity incidents and utilizes four interconnecting phases: (1) Preparation; (2) Detection and Analysis; (3) Containment,
Eradication, and Recovery; and (4) Post-Incident Activity.
Upon detection of a cybersecurity
incident and initial intake and validation by our cybersecurity team, our incident response team triages and evaluates the cybersecurity
incident, and, depending on the severity, escalates the incident to management and a cross-functional working group. Any incident assessed
as potentially being or potentially becoming material is immediately escalated for further assessment and reported to executive management.
Determination of what resources are needed to address the incident, prioritizing of response activities, forming of action plans, and
notification of external parties as needed are then undertaken by executive management and the cross-functional working group, led by
our Chief Financial Officer and Manager of Cybersecurity. We consult with outside counsel as appropriate, including on materiality analysis
and disclosure matters, and our executive management makes the final materiality and disclosure determinations, among other compliance
decisions.
In 2023, we did not identify
any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of
operations or financial condition. However, despite our efforts, we may not be successful in eliminating all risks from cybersecurity
threats and can provide no assurances that undetected cybersecurity incidents have not occurred. See Part I, Item 1A. “Risk Factors”
of this Annual Report for more information regarding the cybersecurity risks we face.
ITEM 2. Properties
Through Meten Education (Hong
Kong) Limited, we lease the properties for our principal executive offices, which are located in Shenzhen, China, with an aggregate floor
area of approximately 1,600 square feet. We believe that the properties we currently lease for our executive offices are adequate to meet
our needs for the foreseeable future.
Meten Service USA Corp. (“Meten
Service”) is currently a subsidiary of us in the United States. On January 11, 2022, Meten Service entered into a hosting agreement
with an unrelated third party facility owner for hosting our mining machines at the facilities owned by such third party in Jellico, Tennessee,
Cumberland, Kentucky and New Tazewell, TN. Under the hosting agreement, we are authorized by the facility owner to occupy and operate
mining machines at its premises, in consideration for a variable monthly charge calculated based on the amount of electricity used by
the mining machines on such premises, as well as other types of fees as they incur, such as security deposits, installation fees, removal
fees and storage fees. The agreement was entered into on January 10, 2022 and effective until January 10, 2025. The third-party facility
owner does not maintain any insurance for interruption of service or damage to miners.
We intend to enter into leases
or purchase properties through the operating entities in connection with the expansion of our business in the future, and we believe that
suitable additional space will be available in the future on commercially reasonable terms to accommodate our current expansion plans.
ITEM 3. Legal Proceedings
We may from time to time be
subject to various legal or administrative claims and proceedings arising in the ordinary course of our business. We are not, and none
of our subsidiaries is, a party to any litigation, arbitration or administrative proceedings that we believe would, individually or taken
as a whole, have a material adverse effect on our business, financial condition or results of operations, and, insofar as we are aware,
no such litigation, arbitration or administrative proceedings are pending, threatened, or contemplated. Litigation or any other legal
or administrative proceeding, regardless of the outcome, is likely to result in substantial costs and diversion of our resources, including
our management’s time and attention.
ITEM 4. Mine and Safety Disclosure
Not applicable.
PART II
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
Market Information
Our ordinary shares trades
on the Nasdaq Stock Market under the symbol “BTCT.”
Holders of Record
As of December 31, 2023,
we had approximately 41 holders of record of our ordinary shares.
Dividend Policy
We previously did not declare
or pay any cash dividends and have no intention to declare or pay any dividends in the near future on our ordinary shares. We currently
intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.
Our board of directors has
complete discretion in deciding whether to distribute dividends. Even if our board of directors decides to pay dividends, the timing,
amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital
requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual
restrictions and other factors deemed relevant by our board of directors.
We are a holding company with
no material operations of our own. We conduct our operations primarily through our subsidiaries. As a result, our ability to pay dividends
and to finance any debt we may incur depends upon dividends paid by our subsidiaries. If our existing subsidiaries or any newly formed
subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends
to us.
Recent Sales of Unregistered Securities
On June 7, 2023 and July 10,
2023, the Company has entered into an asset purchase agreement and an amendment to the asset purchase agreement, respectively, with two
unaffiliated third parties to acquire 200 units of Antminer S19j Pro (110 TH/s), Bitcoin mining machines, and has issued to the sellers
4,549,069 ordinary shares of the Company.
On August 1, 2023, the Company has entered into subscription agreements
with two foreign investors, including an institutional investor, Future Satoshi Ltd, and an individual investor, for the issue and sale
of 200,000 ordinary shares of the Company, with a par value of $0.003 per share, for total gross proceeds of $1,000,000, or $0.25 per
share.
On October 5, 2023, the Company
has entered into an asset purchase agreement with two unaffiliated third parties to acquire 220 units of Antminer S19j Pro, Bitcoin mining
machines, and has issued to the sellers 276,572 ordinary shares of the Company.
On December 14, 2023, the
Company has entered into subscription agreements with three individual investors, for the issue and sale of 303,497 ordinary shares of
the Company, par value US$0.06 per share (the “Ordinary Shares”), for total gross proceeds of $1,014,286, or US$3.342 per
share.
Purchases of Equity Securities by the Issuer
and Affiliated Purchasers
Our board of directors authorized
a share repurchase program, effective from October 1, 2020, under which we may repurchase up to US$2 million our issued and outstanding
ordinary shares, subject to relevant rules under the Securities Exchange Act of 1934, as amended. The share repurchases may be made from
time to time through open-market transactions, at prevailing market prices, in negotiated transactions, in block trades and/or through
other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations.
As
of the date of this annual report, no shares have been repurchased under this program.
ITEM 6. Reserved
ITEM 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operations
The following discussion
should be read in conjunction with our consolidated financial statements and the related notes contained elsewhere in this Report and
in our other Securities and Exchange Commission filings. The following discussion may contain predictions, estimates, and other forward-looking
statements that involve a number of risks and uncertainties, including those discussed under “Risk Factors” and elsewhere
in this Report. These risks could cause our actual results to differ materially from any future performance suggested below.
Overview
BTC Digital Ltd. (“we”,
“us” “our” and the “Company”) is a crypto asset technology company based in the U.S. with a focus
on bitcoin mining. We also generate revenue through mining machines resale and rental business operations.
In fiscal year 2023, we generated
a substantial majority of our revenue from bitcoin mining. We store all of our bitcoins mined in hot wallets, or cryptocurrency wallets
connected to the Internet, and may from time to time exchange bitcoins mined for fiat currency to generate cash flow to fund our business
operations. We attribute our growth since we launched our crypto asset business in 2022 to our competitive strengths in diversified revenue
streams, dedicated team and efforts towards regulatory compliance, and our experienced and visionary management team.
As of December 31, 2023, we
owned a total of 2,021 mining machines under operation with a total hash rate of 213PH/S. We manage and operate our mining machines at
one hosting facility operated by a hosting facility owner in New Tazewell, Tennessee. In the fiscal year ended December 31, 2023, we mined
a total of 99.7607 bitcoins, generating US$2.9 million in revenue.
Historically, the price of
bitcoins has fluctuated significantly. The profitability of our bitcoin mining operations and our operation results have been and will
continue to be directly impacted by the trading price of bitcoins. To mitigate these risks, we have launched a mining machines resale
and rental business. We have maintained business relationship with a major machine manufacturer, AGM Technologies Ltd, from which we source
mining machines on an order-by-order basis, often at prices lower than market prices. We will then resell mining machines when there is
a shortage of machines available on the market and resale prices are higher. Additionally, from time to time, we rent out our mining machines
to customers at a rate calculated based on the total bitcoins mined. We seek to rent out a greater percentage of our fleet at times when
bitcoin prices are lower to generate cash flow.
We believe research and development
capacities are key to our continued long-term growth and will afford us with the ability to mine bitcoins with greater hash rate and power
efficiency and the opportunity to further expand our service or product offerings and diversify our revenue streams. Through the Joint
Venture (as defined below), we have participated in the design and development of equipment dedicated for mining machines and infrastructure,
including high voltage power supply, liquid-cooling systems, and hash boards. In the near future, we plan to continue investing in research
and development and the Joint Venture and accumulate knowledge in the cryptocurrency industry.
Prior Business Operations
On October 20, 2022, pursuant
to the terms of the VIE contractual arrangements, Zhuhai Meizhilian Education Technology Co., Ltd. (“Zhuhai Meten”) and Zhuhai
Likeshuo Education Technology Co., Ltd. (“Zhuhai Likeshuo”) unilaterally terminated their respective contractual arrangements
with 30-day advanced notices to their respective former VIEs, namely Shenzhen Meten International Education Co., Ltd. and Shenzhen Likeshuo
Education Co., Ltd. (the “former VIEs”). The termination of the VIE contractual arrangements were effective on November 19,
2022. As the VIE structure has been unwound, the financial results of the VIEs and their subsidiaries are no longer consolidated into
the Company’s financial statements after the effective date. As of the date of this report, we only operate cryptocurrency mining
business in the U.S., and we no longer provide English language training (“ELT”) services, which services were provided by
the former VIEs. The following are descriptions of the former VIEs’ business, and the operating results of which were consolidated
into the Company’s financial statements for the first half of 2022.
Through the former VIEs, we
were an ELT service provider in China. China’s ELT market is segmented into general ELT, test-oriented ELT and after-school language
training sectors. The former VIEs offered a comprehensive ELT service portfolio comprising of general adult ELT, junior ELT, overseas
training services, online ELT and other English language-related services to students from a wide range of age groups. The former VIEs
conducted their business through offline-online business model designed to maximize compatibility within their business segments in order
to scale up at relatively low costs.
As of November 22, 2022, the
former VIEs had a nationwide offline learning center network of 17 self-operated learning centers covering seven cities in two provinces,
autonomous regions and municipalities in China, and one franchised learning center in China. Leveraging their experience gained from operating
offline learning centers, the former VIEs launched the online English learning platform “Likeshuo” in 2014 to further expand
their service reach to a larger student base. As of November 22, 2022, the former VIEs had approximately 2.09 million registered users
on the “Likeshuo” platform and cumulatively over 485,000 paying users who purchased their online ELT courses or trial lessons.
As of the same date, the cumulative number of student enrollments for the former VIEs’ online ELT courses since 2014 was approximately
230,000 and the former VIEs had delivered over 6.0 million accumulated course hours to the students online. The former VIEs took advantage
of their business model of combining offline learning center network and online platform to deepen their market penetration and further
develop their business.
The former VIEs’ qualified
personnel, centralized management system driven by artificial intelligence, and technical expertise enabled the former VIEs to create
a learning environment that caters to the specific learning demands of the students. The former VIEs had a high-caliber teaching staff
and an experienced content development team, who were supported by the former VIEs’ centralized teaching and management systems
to optimize the students’ learning experiences. As of November 22, 2022, the former VIEs had a team of 524 full-time teachers, study
advisors and teaching service staff, of which 245 were study advisors and teaching service staff for our offline and online businesses.
As of the same date, the former VIEs also had 40 full-time and part-time foreign teachers from English-speaking countries for the offline
ELT services. The former VIEs had a dedicated content development team focusing on developing practical and innovative education materials
independently and in collaboration with strategic partners. The former VIEs had built highly centralized and scalable management systems
to manage teaching, marketing, finance and human resources activities across offline and online businesses. In addition to management
systems, the former VIEs had made significant investments in developing platforms and systems to support teaching activities. For example,
the former VIEs utilized the intelligent tracking and learning coaching function of artificial intelligence-driven teaching management
systems to record and analyze the students’ real-time learning process and personalize the course content to address the students’
learning needs.
Results of Operations
The following table sets forth
a summary of our consolidated results of operations, both in absolute amounts and as a percentage of total net revenue, for the period
indicated. This information should be read together with our consolidated financial statements and related notes included elsewhere in
this report on Form 10-K. The operating results in any period are not necessarily indicative of the results that may be expected for any
future period.
| |
Years ended December 31, | |
| |
2022 | | |
2023 | |
| |
US$ | | |
% | | |
US$ | | |
% | |
Summary Consolidated Statements of Operations: | |
| | |
| | |
| | |
| |
Revenues | |
| 57,914 | | |
| 100.0 | | |
| 9,073 | | |
| 100.0 | |
Cost of revenues | |
| (37,862 | ) | |
| (65.4 | ) | |
| (10,208 | ) | |
| (112.5 | ) |
Gross profit/(loss) | |
| 20,052 | | |
| 34.6 | | |
| (1,135 | ) | |
| (12.5 | ) |
Operating expenses: | |
| | | |
| | | |
| | | |
| | |
Selling and marketing expenses | |
| (11,431 | ) | |
| (19.7 | ) | |
| (225 | ) | |
| (2.5 | ) |
General and administrative expenses | |
| (14,223 | ) | |
| (24.6 | ) | |
| (1,121 | ) | |
| (12.4 | ) |
Research and development expenses | |
| (988 | ) | |
| (1.7 | ) | |
| | | |
| | |
Loss from operations | |
| (6,590 | ) | |
| (11.4 | ) | |
| (2,481 | ) | |
| (27.3 | ) |
Interest income | |
| 19 | | |
| - | | |
| 1 | | |
| | |
Interest expenses | |
| (23 | ) | |
| - | | |
| (63 | ) | |
| (0.7 | ) |
Foreign exchange loss, net | |
| 202 | | |
| 0.3 | | |
| - | | |
| - | |
Gains/(losses) on disposal and closure of subsidiaries and branches | |
| (2,639 | ) | |
| (4.6 | ) | |
| - | | |
| - | |
Government grants | |
| 404 | | |
| 0.7 | | |
| - | | |
| - | |
Realized gain on exchange of digital assets | |
| (273 | ) | |
| (0.5 | ) | |
| 34 | | |
| 0.4 | |
Equity in income on equity method investments | |
| 512 | | |
| 0.9 | | |
| 12 | | |
| 0.1 | |
Gain on disposal of discontinued operations | |
| 10,835 | | |
| 18.7 | | |
| - | | |
| - | |
Others, net | |
| 3,306 | | |
| 5.7 | | |
| (327 | ) | |
| (3.6 | ) |
Income/(Loss) before income tax | |
| 5,753 | | |
| 9.9 | | |
| (2,824 | ) | |
| (31.1 | ) |
Income tax expense | |
| (116 | ) | |
| (0.2 | ) | |
| - | | |
| - | |
Net Income/(loss) | |
| 5,637 | | |
| 9.7 | | |
| (2,824 | ) | |
| (31.1 | ) |
For the years Ended of December 31, 2023
Compared to the years Ended of December 31, 2022
Revenues
|
|
Years ended December 31, |
|
|
|
2022 |
|
|
2023 |
|
|
|
US$ |
|
|
% |
|
|
US$ |
|
|
% |
|
General adult ELT |
|
|
7,761 |
|
|
|
13.4 |
|
|
|
- |
|
|
|
- |
|
Overseas training services |
|
|
11,017 |
|
|
|
19.0 |
|
|
|
- |
|
|
|
- |
|
Online ELT |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
For adults |
|
|
14,983 |
|
|
|
25.9 |
|
|
|
- |
|
|
|
- |
|
For juniors |
|
|
2,219 |
|
|
|
3.8 |
|
|
|
- |
|
|
|
- |
|
For international test preparation |
|
|
1,302 |
|
|
|
2.2 |
|
|
|
- |
|
|
|
- |
|
Japanese, Korean and Spanish |
|
|
719 |
|
|
|
1.2 |
|
|
|
- |
|
|
|
- |
|
Subtotal |
|
|
19,223 |
|
|
|
33.2 |
|
|
|
- |
|
|
|
- |
|
Junior ELT |
|
|
7,708 |
|
|
|
13.3 |
|
|
|
- |
|
|
|
- |
|
Other English language-related services |
|
|
374 |
|
|
|
0.6 |
|
|
|
- |
|
|
|
- |
|
Cryptocurrency-related business |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bitcoin mining |
|
|
2,392 |
|
|
|
4.1 |
|
|
|
2,882 |
|
|
|
31.8 |
|
Mining machines resale |
|
|
8,817 |
|
|
|
15.2 |
|
|
|
5,485 |
|
|
|
60.5 |
|
Other mining-related business |
|
|
622 |
|
|
|
1.1 |
|
|
|
706 |
|
|
|
7.7 |
|
Subtotal |
|
|
11,831 |
|
|
|
20.4 |
|
|
|
9,073 |
|
|
|
100.0 |
|
Total |
|
|
57,914 |
|
|
|
100.0 |
|
|
|
9,073 |
|
|
|
100.0 |
|
Our total revenue decreased
by 84.3% from US$57.9 million in the years ended December 31, 2022 to US$9.1 million in the years ended December 31, 2023, as the
VIE structure was unwound in November 2022, and the financial results of the VIEs and their subsidiaries’ educational training business
are no longer consolidated into the Company’s financial statements for the years ended December 31, 2023. As for the ongoing cryptocurrency
business, our revenue decreased by 23.3% from US$11.8 million in the years ended December 31, 2022 to US$9.1 million in the years ended
December 31, 2023.
Cost of Revenues
Our total cost of revenues
decreased by 73% from US$37.9 million in the years ended December 31, 2022 to US$1.2 million in the years ended December 31,
2023, as the VIE structure was unwound in November 2022, and the cost of the VIEs and their subsidiaries’ educational training business
were no longer consolidated into the Company’s financial statements for the years ended December 31, 2023.
Gross Profit and Gross Profit Margin
As a result of the foregoing,
our gross profit decreased by 105.7, from US$20.1 million in the years ended December 31, 2022 to negative US$1.1 million in the years
ended December 31, 2023. Our gross profit margin decreased from 34.6% in the years ended December 31, 2022 to negative 12.5% in the years
ended December 31, 2023.
Selling and Marketing Expenses
Our selling and marketing
expenses decreased from US$11.4 million in the years ended December 31, 2022 to US$225 thousand in the years ended December 31, 2023,
as the VIE structure was unwound in November 2022, the selling and marketing expenses of the former VIEs and their subsidiaries’
educational training business were no longer consolidated into the Company’s financial statements for the years ended December 31,
2023.
General and Administrative Expenses
Our general and administrative
expenses decreased by 92.1% from US$14.2 million in the years ended December 31, 2022 to US$1.1 million in the years ended December 31,
2023, as the VIE structure was unwound in November 2022, and the general and administrative expenses of the VIEs and their subsidiaries’
educational training business were no longer consolidated into the Company’s financial statements for the years ended December 31,
2023.
Interest Income
Our interest income decreased
from US$19 thousand in the years ended December 31, 2022 to US$1 thousand in the years ended December 31, 2023, mainly affected by a decrease
in bank deposits.
Interest Expenses
Our interest expenses increased
from US$23 thousand in the years ended December 31, 2022 to US$63 thousand in the years ended December 31,2023. This was mainly due to
a new one-year US$1 million loan obtained in October 2022.
Foreign Exchange Gain/(Loss), net
We had a net total of US$202
thousand foreign exchange gain in the years ended December 31, 2022, as compared to a net total of nil foreign exchange in the years ended
December 31, 2023. as the VIE structure was unwound in November 2022, foreign exchange gain of the VIEs were no longer consolidated into
the Company’s financial statements for the years ended December 31, 2023.
Equity in Income on Equity Method Investments
Our gain on equity method
investments was US$512 thousand and US$12 thousand for the years ended December 31, 2022 and 2023, respectively.
Loss Before Income Tax
As a result of the foregoing,
we had an income before income tax of US$5.8 million in the years ended December 31, 2022, as compared to a net loss of US$2.8 million
in the years ended December 31, 2023.
Net Loss
As a result of the foregoing,
we had a net income of US$5.6 million in the years ended December 31, 2022, as compared to a net loss of US$2.8 million in the years ended
December 31, 2023.
Non-GAAP Financial Measures
To supplement our consolidated
financial statements which are presented in accordance with U.S. GAAP, we also use adjusted net income and adjusted EBITDA as additional
non-GAAP financial measures. We present these non-GAAP financial measures because they are used by our management to evaluate its operating
performance. We also believe that such non-GAAP financial measures provide useful information to investors and others in understanding
and evaluating our consolidated results of operations in the same manner as our management and in comparing financial results across accounting
periods and to those of its peer companies.
Adjusted net income and adjusted
EBITDA should not be considered in isolation or construed as alternatives to net income/(loss) or any other measure of performance or
as indicators of our operating performance. Investors are encouraged to compare the historical non-GAAP financial measures with the most
directly comparable GAAP measures. Adjusted net income and adjusted EBITDA presented here may not be comparable to similarly titled measures
presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative
measures to our data. We encourage investors and others to review our financial information in its entirety and not rely on a single financial
measure.
Adjusted net income represents
net income/(loss) before share-based compensation and offering expenses. The table below sets forth a reconciliation of our adjusted net
income for the periods indicated:
| |
Years ended December 31, | |
| |
2022 | | |
2023 | |
| |
US$ | | |
US$ | |
| |
(in thousands, except for percentages) | |
Net Income/(loss) | |
| 5,637 | | |
| (2,824 | ) |
Add: | |
| | | |
| | |
Share-based compensation expenses | |
| 849 | | |
| 138 | |
Adjusted net loss | |
| 6,486 | | |
| (2,686 | ) |
In addition, adjusted EBITDA
represents the net income/(loss) before interest expenses, income tax expenses, depreciation and amortization, and excluding share-based
compensation expenses and offering expenses. The table below sets forth a reconciliation of our adjusted EBITDA for the periods indicated:
| |
Years ended December 31, | |
| |
2022 | | |
2023 | |
| |
US$ | | |
US$ | |
| |
(in thousands, except for percentages) | |
Net Income/(loss) | |
| 5,637 | | |
| (2,824 | ) |
Subtract: | |
| | | |
| | |
Net interest loss | |
| (4 | ) | |
| (62 | ) |
Add: | |
| | | |
| | |
Income tax expense | |
| 116 | | |
| - | |
Depreciation and amortization | |
| 4,176 | | |
| 3,151 | |
EBITDA | |
| 9,933 | | |
| 389 | |
Add: | |
| | | |
| | |
Share-based compensation expenses | |
| 849 | | |
| 138 | |
Adjusted EBITDA | |
| 10,782 | | |
| 527 | |
Taxation
Cayman Islands
We are incorporated in the
Cayman Islands. Under the current law of the Cayman Islands, we are not subject to income or capital gains tax. In addition, dividend
payments are not subject to withholding tax in the Cayman Islands.
British Virgin Islands
Under the current laws of
the British Virgin Islands, companies formed in the British Virgin Islands are not subject to tax on income or capital gains.
Delaware
The Delaware corporate tax
rate is 8.7%. This tax rate applies to limited liability companies that elect to be treated as corporations and report net taxable income.
Our subsidiary, Meten Block Chain LLC was formed in Delaware and elects to be treated as corporation.
Hong Kong
Our two wholly-owned subsidiaries
in Hong Kong, Meten Education (Hong Kong) Limited and Likeshuo Education (Hong Kong) Limited, are subject to an income tax rate of 16.5%
for taxable income earned in Hong Kong. No Hong Kong profit tax has been levied in our consolidated financial statements as Meten
Education (Hong Kong) Limited and Likeshuo Education (Hong Kong) Limited had no assessable income for the years ended December 31, 2022
and 2023.
Critical Accounting Policies
We prepare our financial statements
in accordance with U.S. GAAP, which requires our management to make judgment, estimates and assumptions that affect our reporting
of, among other things, assets and liabilities, contingent assets and liabilities and revenue and expenses. We continually evaluate these
judgments, estimates and assumptions based on our own historical experience, knowledge and assessment of relevant current business and
other conditions, our expectations regarding the future based on available information and various assumptions that we believe to be reasonable,
which together form our basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates
is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting
policies require a higher degree of judgment than others in their application.
The selection of critical
accounting policies, the judgments and other uncertainties affecting the application of those policies and the sensitivity of reported
results to changes in conditions and assumptions are factors that should be considered when reviewing our financial statements. We believe
the following accounting policies involve the most significant judgments and estimates used in the preparation of our financial statements.
You should read the following description of critical accounting policies, judgments and estimates in conjunction with our consolidated
financial statements and other disclosures included herein.
Share-based compensation
Share-based compensation
costs are measured at the grant date. The compensation expense in connection with the shares awarded to employees is recognized using
the straight-line method over the requisite service period. Forfeitures are estimated at the time of grant, with such estimate updated
periodically and with actual forfeitures recognized currently to the extent they differ from the estimate. In determining the fair value
of the shares awarded to employees, the discounted cash flow pricing model has been applied.
Liquidity and Capital Resources
Our principal sources of liquidity
have been from cash generated from operating activities. As of December 31, 2022 and 2023, we had US$48,000 and US$43,000, respectively,
in cash and cash equivalents. Cash and cash equivalents consist of cash on hand placed with banks or other financial institutions and
highly liquid investment which are unrestricted as to withdrawal and use and have original maturities of three months or less when purchased.
We intend to finance future
working capital requirements and capital expenditures from cash generated from operating activities, and funds raised from financing activities,
including the net proceeds we received from the transactions. We believe that our current available cash and cash equivalents will be
sufficient to meet our working capital requirements and capital expenditures in the ordinary course of business for the next twelve months.
However, we may require additional
cash resources due to the changing business conditions or other future developments, including any investment or acquisition we may decide
to selectively pursue. If our existing cash resources are insufficient to meet our requirements, we may seek to sell equity or equity-linked
securities, sell debt securities or borrow from banks. We cannot assure you that financing will be available in the amounts we need or
on terms acceptable to us, if at all. The sale of additional equity securities would result in additional dilution to our shareholders.
The incurrence of indebtedness and issuance of debt securities would result in debt service obligations and could result in operating
and financial covenants that restrict our ability to pay dividends to our shareholders.
The following table sets forth
a summary of our cash flows for the periods presented:
| |
Years ended December 31, | |
| |
2022 | | |
2023 | |
| |
US$ | | |
US$ | |
| |
(in thousands, except for percentages) | |
Summary Consolidated Cash flow Data: | |
| | |
| |
Net cash generated from/ (used in) operating activities | |
| (31,046 | ) | |
| 3,808 | |
Net cash used in investing activities | |
| (2,356 | ) | |
| (4,620 | ) |
Net cash generated from financing activities | |
| 7,752 | | |
| 807 | |
Net decrease in cash and cash equivalents | |
| (25,650 | ) | |
| (5 | ) |
Cash and cash equivalents at the beginning of period | |
| 25,698 | | |
| 48 | |
Cash and cash equivalents at the end of period | |
| 48 | | |
| 43 | |
Operating Activities
Net cash flow used in operating
activities amounted to US$31 million for the year ended December 31, 2022. The difference between our net loss of US$5.6 million and the
net cash used in operating activities was primarily due to (i) depreciation and amortization of US$4.2 million; (ii) amortization of operating
lease right-of-use assets of US$1.3 million; (iii) realized gain on exchange of digital assets of US$0.3 million; (iv) share-based compensation
expenses of US$0.9 million; and (v) loss on disposal and closure of subsidiaries and branches of US$2.6 million, partially offset by (i)
a decrease in operating lease liabilities of US$1.3 million; (ii) an decrease in financial liabilities from contracts with customers of
US$10.2 million; and (iii) a decrease in deferred revenue of US$12.6 million; (iv) net gain on disposal of property and equipment of US$3.9
million; and (v) gains on disposal of subsidiaries and the former VIEs of US$10.8 million. Operating lease liabilities decreased mainly
due to the closure of some learning centers of the former VIEs and the withdrawal of lease. The decrease in deferred revenue and financial
liabilities from contracts with customers for the year ended December 31, 2022 was mainly as a result of the decrease of gross billings
due to the resurgence of COVID-19 and a reduction in the number of offline learning centers of the former VIEs.
Net cash used in operating
activities amounted to US$3.8 million for the years ended December 31, 2023. The difference between our net loss of US$1 million and the
net cash used in operating activities was primarily due to (i) depreciation of US$3.1 million; (ii) increase in accounts receivable of
US$3.4 million; and (iii) decrease in prepayments and other current assets of US$3.0 million; partially offset by (iv) decrease in accounts
payable of US$3.3 million.
Investing Activities
Net cash used in investing
activities amounted to US$2.4 million for the year ended December 31, 2022, which was primarily attributable to (i) the purchases of property
and equipment of US$8.9 million; (ii) disposal of subsidiaries and VIEs of US$2.5 million; and (iii) payment for investment in associate
of US$1.8 million, partially offset by proceeds from disposal of property and equipment of US$ 10.6 million.
Net cash used in investing
activities amounted to US$4.6 million for the years ended December 31, 2023. This was primarily attributable to the repayment of
advances from related parties of US$2.6 million, purchases of property and equipment of US$2.5 million.
Financing Activities
Net cash flow generated from
financing activities amounted to US$7.8 million for the year ended December 31, 2022, which was primarily attributable to (i) proceeds
from issuance of ordinary shares for private placement of US$6.5 million; and (ii) the proceeds from bank loans of US$1.0 million; and
(iii) the proceeds of advances from related parties of US$4.1 million, partially offset by (i) the repayment of advances from related
parties of US$2.8 million; and (ii) the repayment of bank loans of US$1.0 million.
Net cash flow generated from
financing activities amounted to US$0.8 million for the years ended December 31, 2023. This was primarily attributable to proceeds from
short term loans of US$0.8 million.
Capital Expenditures
Our capital expenditures amounted
to US$8.9 million and US$2.5 million in for the years ended December 31, 2022 and 2023, respectively. We will continue to make capital
expenditures to meet the expected growth of our business and expect that cash generated from our operating activities and financing activities
will meet our capital expenditure needs in the foreseeable future.
Trend Information
Other than as disclosed elsewhere
in this report, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material
effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information
to be not necessarily indicative of future operating results or financial conditions.
JOBS Act
Section 107 of the JOBS Act
also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B)
of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company”
can delay the adoption of new or revised accounting standards until those standards would otherwise apply to private companies. We have
elected to avail ourselves of this extended transition period.
For as long as we remain
an “emerging growth company” under the recently enacted JOBS Act, we will, among other things:
| ● | be exempt from the provisions
of Section 404(b) of the Sarbanes-Oxley Act, which requires that our independent registered public accounting firm provide an attestation
report on the effectiveness of our internal controls over financial reporting; |
| ● | be permitted to omit the detailed
compensation discussion and analysis from proxy statements and reports filed under the Exchange Act and instead provide a reduced level
of disclosure concerning executive compensation; and |
| ● | be exempt from any rules that
may be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s
report on the financial statements. |
Although we are still evaluating
the JOBS Act, we currently intend to take advantage of some or all of the reduced regulatory and reporting requirements that will be available
to us so long as we qualify as an “emerging growth company,” including the extension of time to comply with new or revised
financial accounting standards available under Section 102(b) of the JOBS Act. Among other things, this means that our independent registered
public accounting firm will not be required to provide an attestation report on the effectiveness of our internal control over financial
reporting so long as we qualify as an emerging growth company, which may increase the risk that weaknesses or deficiencies in our internal
control over financial reporting go undetected. Likewise, so long as we qualify as an emerging growth company, we may elect not to provide
you with certain information, including certain financial information and certain information regarding compensation of our executive
officers, that we would otherwise have been required to provide in filings we make with the SEC, which may make it more difficult for
investors and securities analysts to evaluate our company. As a result, investor confidence in our company and the market price of our
common stock may be materially and adversely affected.
ITEM 7A. Quantitative and Qualitative Disclosure About Market Risk
As a “smaller reporting
company” we are not required to provide information required by this Item.
ITEM 8. Financial Statements and Supplementary
Data
Reference is made to pages
[ ] through [ ] comprising a portion of this Report, which are incorporated herein by reference.
ITEM 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
Not applicable.
ITEM 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures
are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized,
and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated
to our management, including our principal executive officer and principal financial officer or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.
Our management, with the participation
of our chief executive officer and chief financial officer, has performed an evaluation of the effectiveness of our disclosure controls
and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report, as required by
Rule 13a-15(b) under the Exchange Act. Based on that evaluation, our management has concluded that, as of December 31, 2023, our disclosure
controls and procedures were effective to ensure that the information required to be disclosed by us in reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and
forms, and that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated
to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal
Control over Financial Reporting
Our management is responsible
for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under
the Securities Exchange Act of 1934, as amended. Our internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance
with Generally Accepted Accounting Principles (GAAP) in the United States of America and includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of our company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated
financial statements in accordance with GAAP, and that receipts and expenditures of our company are being made only in accordance with
authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of
the unauthorized acquisition, use or disposition of our company’s assets that could have a material effect on the consolidated financial
statements.
Because of its inherent limitations,
internal control over financial reporting may not prevent or detect all potential misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
As required by Section 404
of the Sarbanes-Oxley Act of 2002 and related rules as promulgated by the SEC, our management, including our chief executive officer and
chief financial officers, assessed the effectiveness of internal control over financial reporting as of December 31, 2023 using the
criteria set forth in the report “Internal Control—Integrated Framework (2013)” published by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this evaluation, the management concluded that our internal control over financial
reporting was ineffective as of December 31, 2023.
The material weaknesses identified
relate to (i) our lack of a sufficient number of finance and accounting personnel or sufficiently trained finance and accounting
personnel, as well as comprehensive accounting policies in accordance with U.S. GAAP financial reporting; and (ii) our internal
control policy does not have a proper approval mechanism, and our lack of internal controls on performing periodic reviews of user accounts
and their level of authorization in the financial systems. We plan to implement a number of measures to remedy these material weaknesses.
To remedy the identified material weakness and the other control deficiencies, we have implemented and will continue to implement initiatives
to improve our internal control over financial reporting to address the material weaknesses that have been identified, including: (i) obtain
additional resources, including experienced staff with U.S. GAAP and SEC reporting knowledge, to strengthen the financial reporting
function and to set up financial and system control framework; (ii) conducting regular and continuous U.S. GAAP accounting and
financial reporting training programs for our accounting and financial reporting personnel, including sending our financial staff to attend
external U.S. GAAP training courses; and (iii) optimizing our financial systems by establishing a proper approval mechanism
and performing periodic reviews of users accounts and their level of authorization.
ITEM 9B. Other Information
Not Applicable.
ITEM 9C. Disclosure Regarding Foreign Jurisdictions That Prevent
Inspections
[Not Applicable.]
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance
Listed below are the names
of the directors and executive officers of the Company, their ages as of the date of this Report, their positions held and the year they
commenced service with the Company.
Name |
|
Age |
|
Position |
Siguang Peng |
|
46 |
|
Chief Executive Officer and Director |
Xu Peng |
|
44 |
|
Director and Chairman of the Board of Directors |
Yupeng Guo |
|
46 |
|
Acting Chief Financial Officer |
Ye Ren(1)(2)(3) |
|
35 |
|
Independent Director |
Zhiyi Xie(1)(2)(3) |
|
45 |
|
Independent Director |
Yuejun Jiang(1)(2)(3) |
|
44 |
|
Independent Director |
(1) |
Member of the Audit Committee |
(2) |
Member of the Nominating and Corporate Governance Committee |
(3) |
Member of the Compensation Committee |
Siguang Peng is
our founder and has served as our director and chief executive officer since inception. Prior to starting the former VIEs’ business
in 2006, Mr. Peng served as director of teaching department and principal of Quanzhou School of King’s International from 2004
to 2006. Mr. Peng received his EMBA degree from China Europe International Business School in 2011 and his bachelor’s degree
in international economics and trading from Changchun University of Science and Technology in 2000.
Xu Peng has served
as the chairman of the Company’s board of directors since December 2023. Mr. Xu Peng served as the president of Hailuoda International
Consulting Services Co., Ltd. in People’s Republic of China (the “PRC”), a company engaged in overseas trade and investment
promotion in Hainan, the PRC, from July 2019 to November 2023, where he was overseeing and managing the overall operations of the company.
From August 2012 to June 2019, Mr. Peng served as the president at Ziyou Emotional Intelligence Education Consulting Co., Ltd., an education
services provider targeted at children and youth, where he was overseeing and managing the overall operations of the company. Mr. Peng
obtained a bachelor’s degree in computer science from College of Applied Arts and Science of Beijing Union University in the PRC
in 2003.
Yupeng Guo is
our founder and has served as our director and vice president since inception. Prior to starting the former VIEs’ business in 2006,
Mr. Guo served as director of marketing department of Quanzhou School of King’s International from 2005 to 2006. Mr. Guo
received his EMBA degree from China Europe International Business School in 2012, his master’s degree in business administration
from Shanghai Jiao Tong University in 2007 and his bachelor’s degree in trading and economics from Changchun University of Science
and Technology in 2000.
Ye Ren has served as
our independent director since June 2022. From August 2019 to March 2022, Ms. Ren served as chief financial officer of CN Energy Group
Ltd. (Nasdaq: CNEY) where she was responsible for supervising finance team, reviewing and approving financial and accounting transactions,
and financial regulation compliance. From April 2017 to July 2018, Ms. Ren served as the Deputy Finance Manager of Zhejiang
Yongning Pharmaceutical Co., Ltd., where she was responsible for department budget and internal control. From December 2014
to March 2017, Ms. Ren served as an assistant of the chief financial officer of Tantech Holdings Ltd. From October 2013
to November 2015, Ms. Ren served as a senior auditor of Pan-China Certificated Public Accountants LLP. Ms. Ren obtained
her bachelor’s degree in Business Administration from George Fox University in 2010 and her master’s degree in Accountancy
from the University of South Carolina in 2013.
Zhiyi Xie has
served as our independent director since August 2021. Mr. Zhiyi Xie has been the general manager of Shenzhen Shenghongtao Technology Co.,
Ltd. since April 2017. Prior to that, Mr. Xie served as the general manager of Shenzhen Haiyue Huifu Investment Management Co., Ltd.
from 2016 to 2017. He served as the deputy general manager of Shenzhen Yipu Rui Venture Capital Co., Ltd. from 2010 to 2015. Mr. Xie
served as the investment director of Shenzhen Dingchuan Investment Co., Ltd. from 2008 to 2010. Mr. Xie obtained his bachelor’s
degree in law from Xiangtan University in 2000. He received his Lawyer’s Qualification Certificate and Fund Qualification Certificate
in 2000 and 2017, respectively.
Yuejun Jiang has served
as our independent director since May 2023. Mr. Yuejun Jiang founded Enotek Technology (Group) Co., Ltd. in the People’s Republic
of China (“China” or the “PRC”) in 2008, a company providing full-service industrial logistics solutions to customers,
and has since served as the company’s chairman of the board of directors. Mr. Jiang oversees the company’s overall operations
and makes major corporate decisions. Mr. Jiang obtained a bachelor’s degree in law from China Central Radio and TV University (currently
known as Open University of China) in 2014 and obtained an Executive MBA degree from Cheung Kong Graduate School of Business in the PRC
in 2017. Mr. Jiang is pursuing his Doctor of Business Administration degree at Singapore Management University and expects to obtain his
doctorate degree in 2025.
Executive Employment Agreements
We have entered into employment
agreements with each of our executive officers for a specified time period providing that the agreements are terminable for cause at any
time. The terms of these agreements are substantially similar to each other. A senior executive officer may terminate his or her employment
at any time by 30-day prior written notice. We may terminate the executive officer’s employment for cause, at any time, without
advance notice or remuneration, for certain acts of the executive officer, such as conviction or plea of guilty to a felony or any crime
involving moral turpitude, negligent or dishonest acts to our detriment, or misconduct or a failure to perform agreed duties.
Each executive officer has
agreed to hold in strict confidence and not to use, except for our benefit, any proprietary information, technical data, trade secrets
and know-how of our company or the confidential or proprietary information of any third party, including our subsidiaries and clients,
received by us. Each of these executive officers has also agreed to be bound by noncompetition and non-solicitation restrictions during
the term of his or her employment and typically for two years following the last date of employment.
Family Relationships
There are no family relationships
between or among any of the current directors, executive officers or persons nominated or charged to become directors or executive officers.
Board Composition
Our business and affairs are
organized under the direction of our board of directors, which consists of 5 members. Our directors hold office until the earlier of their
death, resignation, removal, or disqualification, or until their successors have been elected and qualified. Our board of directors does
not have a formal policy on whether the roles of Chief Executive Officer and chairman of our board of directors should be separate. The
primary responsibilities of our board of directors are to provide oversight, strategic guidance, counseling, and direction to our management.
Our board of directors meets on a regular basis.
Board Diversity
We currently have no formal
policy regarding board diversity. Our priority in selection of board members is identification of members who will further the interests
of our stockholders through his or her established record of professional accomplishment, the ability to contribute positively to the
collaborative culture among board members, knowledge of our business and understanding of the competitive landscape.
Director Independence
The Nasdaq Marketplace Rules
require a majority of a listed company’s board of directors to be comprised of independent directors within one year of listing.
In addition, the Nasdaq Marketplace Rules require that, subject to specified exceptions, each member of a listed company’s audit,
compensation and nominating and corporate governance committees be independent and that audit committee members also satisfy independence
criteria set forth in Rule 10A-3 under the Exchange Act.
Under Rule 5605(a)(2) of the
Nasdaq Marketplace Rules, a director will only qualify as an “independent director” if, in the opinion of our board of directors,
that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities
of a director. In order to be considered independent for purposes of Rule 10A-3 of the Exchange Act, a member of an audit committee of
a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board
committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries
or otherwise be an affiliated person of the listed company or any of its subsidiaries.
Our board of directors has
reviewed the composition of our board of directors and its committees and the independence of each director. Based upon information requested
from and provided by each director concerning his background, employment and affiliations, including family relationships, our board of
directors has determined that each of Ms. Ye Ren, Mr. Zhiyi Xie and Mr.Yuejun Jiang is an “independent director” as defined
under Rule 5605(a)(2) of the Nasdaq Marketplace Rules. Our board of directors also determined that Ms. Ye Ren, Mr. Zhiyi Xie and Mr.Yuejun
Jiang, who are members of our audit committee, our compensation committee, and our nominating and corporate governance committee, satisfy
the independence standards for such committees established by the SEC and the Nasdaq Marketplace Rules, as applicable. In making such
determinations, our board of directors considered the relationships that each such non-employee director has with our company and all
other facts and circumstances our board of directors deemed relevant in determining independence, including the beneficial ownership of
our capital stock by each non-employee director.
Board Committees
Our board of directors has
established three standing committees - audit, compensation and nominating and corporate governance - each of which operates under a charter
that has been approved by our board of directors. Copies of each committee’s charter are posted on the Investor Relations section
of our website, which is located at https://btct.investorroom.com/index.php?s=114. Each committee has the composition and responsibilities
described below. Our board of directors may from time to time establish other committees.
Audit Committee
Our audit committee consists
of Ms. Ye Ren, who is the chair of the audit committee, Mr. Zhiyi Xie and Mr.Yuejun Jiang. Our board of directors has determined that
each of the members of our audit committee satisfies the Nasdaq Marketplace Rules and SEC independence requirements. The functions of
this committee include, among other things:
| ● | evaluating the performance,
independence and qualifications of our independent auditors and determining whether to retain our existing independent auditors or engage
new independent auditors; |
| ● | reviewing and approving the
engagement of our independent auditors to perform audit services and any permissible non-audit services; |
| ● | reviewing our annual and quarterly
financial statements and reports, including the disclosures contained under the caption “Management’s Discussion and Analysis
of Financial Condition and Results of Operations,” and discussing the statements and reports with our independent auditors and
management; |
| ● | reviewing with our independent
auditors and management significant issues that arise regarding accounting principles and financial statement presentation and matters
concerning the scope, adequacy and effectiveness of our financial controls; |
| ● | reviewing our major financial
risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk management is implemented;
and |
| ● | reviewing and evaluating on
an annual basis the performance of the audit committee, including compliance of the audit committee with its charter. |
Our board of directors has
determined that Ms. Ye Ren qualifies as an “audit committee financial expert” within the meaning of applicable SEC regulations
and meets the financial sophistication requirements of the Nasdaq Marketplace Rules. In making this determination, our board has considered
extensive financial experience and business background.
Compensation Committee
Our compensation committee
consists of Mr. Zhiyi Xie, who is the chair of the compensation committee, Ms. Ye Ren and Mr.Yuejun Jiang. Our board of directors has
determined that each of the members of our compensation committee is an outside director, as defined pursuant to Section 162(m) of the
Code, and satisfies the Nasdaq Marketplace Rules independence requirements. The functions of this committee include, among other things:
| ● | reviewing, modifying and approving
(or if it deems appropriate, making recommendations to the full board of directors regarding) our overall compensation strategy and policies; |
| ● | reviewing and approving the
compensation, the performance goals and objectives relevant to the compensation, and other terms of employment of our executive officers; |
| ● | reviewing and approving (or
if it deems appropriate, making recommendations to the full board of directors regarding) the equity incentive plans, compensation plans
and similar programs advisable for us, as well as modifying, amending or terminating existing plans and programs; |
| ● | reviewing and approving the
terms of any employment agreements, severance arrangements, change in control protections and any other compensatory arrangements for
our executive officers; |
| ● | reviewing with management and
approving our disclosures under the caption “Compensation Discussion and Analysis” in our periodic reports or proxy statements
to be filed with the SEC; and |
| ● | preparing the report that the
SEC requires in our annual proxy statement. |
Nominating and Corporate Governance Committee
Our nominating and corporate
governance committee consists of Mr. Zhiyi Xie, who is the chair of the compensation committee, and Ms. Ye Ren and Mr.Yuejun Jiang. Our
board of directors has determined that each of the members of this committee satisfies the Nasdaq Marketplace Rules independence requirements.
The functions of this committee include, among other things:
| ● | identifying, reviewing and evaluating
candidates to serve on our board of directors consistent with criteria approved by our board of directors; |
| ● | evaluating director performance
on the board and applicable committees of the board and determining whether continued service on our board is appropriate; |
| ● | evaluating, nominating and recommending
individuals for membership on our board of directors; and |
| ● | evaluating nominations by stockholders
of candidates for election to our board of directors. |
The compensation committee
will take into account may factors in determining recommendations for persons to serve on the board of directors, including the following:
| ● | personal and professional integrity,
ethics and values; |
| ● | experience in corporate management,
such as serving as an officer or former officer of a publicly-held company; |
| ● | experience as a board member
or executive officer of another publicly-held company; |
| ● | strong finance experience; |
| ● | diversity of expertise and experience
in substantive matters pertaining to our business relative to other board members; |
| ● | diversity of background and
perspective including, without limitation, with respect to age, gender, race, place of residence and specialized experience; |
| ● | experience relevant to our business
industry and with relevant social policy concerns; and |
| ● | relevant academic expertise
or other proficiency in an area of our business operations. |
Role of Board in Risk Oversight Process
Periodically, our board of
directors assesses these roles and the board of directors leadership structure to ensure the interests of the Company and our stockholders
are best served. Our board of directors has determined that its current leadership structure is appropriate.
While management is responsible
for assessing and managing risks to the Company, our board of directors is responsible for overseeing management’s efforts to assess
and manage risk. This oversight is conducted primarily by our full board of directors, which has responsibility for general oversight
of risks, and standing committees of our board of directors. Our board of directors satisfies this responsibility through full reports
by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers
responsible for oversight of particular risks within our company. Our board of directors believes that full and open communication between
management and the board of directors is essential for effective risk management and oversight.
Compensation Committee Interlocks and Insider
Participation
None of our executive officers
serves, or in the past has served, as a member of the board of directors or compensation committee, or other committee serving an equivalent
function, of any entity that has one or more executive officers who serve as members of our board of directors or our compensation committee.
None of the members of our compensation committee is, or has ever been, an officer or employee of our company.
Code of Business Conduct and Ethics
We have adopted a written
code of business conduct and ethics that applies to our employees, officers and directors. A current copy of the code is posted on the
Corporate Governance section of our website, which is located at https://btct.investorroom.com/. We intend to disclose future amendments
to certain provisions of our code of business conduct and ethics, or waivers of such provisions applicable to any principal executive
officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and our directors,
on our website identified above or in filings with the SEC.
Section 16(a) Beneficial Ownership Reporting
Compliance
Section 16(a) of the Exchange
Act requires our directors, executive officers and ten percent stockholders to file initial reports of ownership and reports of changes
in ownership of our ordinary shares with the Commission. Directors, executive officers and ten percent stockholders are also required
to furnish us with copies of all Section 16(a) forms that they file. Based solely on our review of such forms furnished to us and written
representations from certain reporting persons, we believe that during the year ended December 31, 2023, all reports applicable to our
executive officers, directors and greater than 10% beneficial owners were filed in a timely manner in accordance with Section 16(a) of
the Exchange Act, except as set forth below:
ITEM 11. Executive Compensation
This section discusses the
material components of the executive compensation program for our named executive officers for the years ended December 31, 2023 and 2022.
Individuals we refer to as our “named executive officers” include our Chief Executive Officer Mr. Siguang Peng and Acting
Chief Financial Officer Yupeng Guo.
Summary Compensation Table
The following table presents
the compensation awarded to or earned by or paid to our named executive officers during the fiscal years ended December 31, 2023 and 2022.
Name and Principal Position | |
Year (FY) | | |
Salary ($) | | |
Bonus ($) | | |
Option Awards ($) | | |
Non-Equity Incentive Plan Compensation ($) | | |
Nonqualified Deferred Compensation Earnings ($) | | |
All Other Compensation ($) | | |
Total ($) | |
Siguang Peng | |
| 2023 | | |
| 10,200 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 10,200 | |
Siguang Peng | |
| 2022 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Yupeng Guo | |
| 2023 | | |
| 31,626 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 31,626 | |
Yupeng Guo | |
| 2022 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Outstanding Equity Awards at Fiscal Year End
The following table summarizes
for our employees, directors and service providers the outstanding options granted under the 2020 Plan as of December 31, 2023.
Name | |
Our Ordinary Shares | | |
Options Awarded | | |
Exercise Price | | |
Date of Grant | | |
Date of Expiration | |
All non-executive employees as a group | |
| 730,805 | | |
| 730,805 | | |
| | | |
| 6/27/2023 | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Total | |
| 730,805 | | |
| 730,805 | | |
| | | |
| | | |
| | |
Share Incentive Plans
2013 Plan
Shenzhen Meten adopted the
2013 Plan in January 2013. The purpose of the 2013 Plan is to enhance Shenzhen Meten’s ability to attract and retain highly qualified
mid- to high-level management, consultants and other qualified persons, and to motivate such persons to serve us and to expend maximum
effort to improve our business results and earnings, by providing such persons an opportunity to share equity interest in our future success.
2018 Plan
Meten adopted a new share
incentive plan, or the 2018 Plan, to replace the 2013 Plan in December 2018. Meten rolled over the awards granted under the 2013 Plan
with the same amount and terms in December 2018 to the Meten level, and as a result a total of 20,085,242 options were granted to the
plan participants according to the awards under our 2013 Plan and the 2018 Plan as described below. Upon the adoption of the 2018 Plan,
no additional awards were made under our 2013 Plan.
2020 Plan
In connection with the Mergers,
we adopted a new incentive plan to replace the 2018 Plan. We rolled over awards granted under the 2013 Plan and 2018 Plan with the same
amount and terms. As a result, options to purchase 730,805 of our ordinary shares were issued and outstanding on December 31, 2023. Additionally,
the Company reserved for issuance pursuant to the plan one percent (1%) of the total issued and outstanding ordinary shares on the closing
date (being 531,005 ordinary shares), and will reserve an additional 3.5% of then-outstanding shares each year for a period of four years
following the first anniversary of the closing date of the Mergers.
The following paragraphs summarize
the terms of the 2020 Plan:
Eligibility. Our
qualified officers, directors, employees, consultants and other qualified persons are eligible to participate in the 2020 Plan.
Types of Awards. The
2020 Plan permits the awards of options, share appreciation rights, share awards, restricted share units, dividend equivalents or other
share-based awards.
Plan Administration. Our
board of directors, or a committee designated by our board of directors, will administer the plan, unless otherwise determined by the
board of directors.
Evidence of award. Awards
can be evidenced by an agreement, certificate, resolution or other types of writing or an electronic medium approved by the board of directors
or the compensation committee as the plan administrator that sets forth the terms and conditions of the awards granted.
Conditions of Award. The
administrator shall determine the participants, types of awards, numbers of shares to be covered by awards, terms and conditions of each
award, and provisions with respect to the vesting schedule, settlement, exercise, cancellation, forfeiture or suspension of awards.
Term of Award. The
term of each award shall be fixed by the administrator and is stated in the award agreement between recipient of an award and us, provided
that the term shall generally be no more than five years from the date of grant thereof.
Vesting Schedule. In
general, the plan administration committee determines the vesting schedule, which is specified in the relevant award agreement.
Transfer Restrictions. Unless
otherwise determined by the administrator or for certain limited permitted transfers, no award and no right under any such award shall
be assignable, alienable, saleable or transferable by the employee holder otherwise than by will or by the laws of descent and distribution.
Amendment, Suspension or
Termination. The board of directors may amend, alter, suspend, discontinue or terminate the 2020 Plan, or any award agreement
hereunder or any portion hereof or thereof at any time, provided, however, that no such amendment, alteration, suspension, discontinuation
or termination shall be made without the consent of the affected recipient of an award with respect to any award agreement, the consent
of the affected recipient of an award, if such action would materially and adversely affect the rights of such recipient under any outstanding
award.
Employment Agreements with Our Named Executive
Officers and Potential Payments Upon Termination or Change in Control
Not applicable.
Director Compensations
For the fiscal year ended
December 31, 2023, we and our subsidiaries paid aggregate cash compensation of approximately US14,468 to our directors and executive officers
as a group. We do not pay or set aside any amounts for pensions, retirement or other benefits for officers and directors.
The following table shows
the compensation paid to our non-employee directors during the year ended December 31, 2023.
Name | |
Fees Earned or Paid in Cash ($) | | |
Stock Awards ($) | | |
Option Awards ($) | | |
Nonequity incentive plan compensation ($) | | |
Nonqualified deferred compensation earnings ($) | | |
All other compensation ($) | | |
Total ($) | |
Jianlin Yu | |
$ | 14,468 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | 14,468 | |
ITEM 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters
The following table sets
forth certain information concerning the ownership of our ordinary shares as of the date of this Report, with respect to: (i) each person,
or group of affiliated persons, known to us to be the beneficial owner of more than five percent of our ordinary shares; (ii) each of
our directors; (iii) each of our named executive officers; and (iv) all of our current directors and executive officers as a group.
Applicable percentage ownership
is based on an aggregate of 2,610,785 shares of ordinary shares outstanding as of the date of this Report. We have determined beneficial
ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess
sole or shared voting or investment power with respect to such securities. Except as indicated by the footnotes below, we believe, based
on the information furnished to us, that the beneficial owners named in the table below have sole voting and investment power with respect
to all shares of our ordinary shares that they beneficially own, subject to applicable community property laws.
Name and Address of Beneficial Owner | |
Amount of beneficial ownership | | |
Percentage of outstanding ordinary shares | |
Directors and Executive Officers (1) | |
| | |
| |
Xu Peng | |
| - | | |
| - | |
Siguang Peng (1) | |
| 10,936 | | |
| 0.42 | % |
Yupeng Guo (2) | |
| 5,599 | | |
| 0.21 | % |
Zhiyi Xie | |
| - | | |
| - | |
Ye Ren | |
| - | | |
| - | |
Yuejun Jiang | |
| - | | |
| - | |
All directors and executive officers as a group | |
| 16,535 | | |
| 0.63 | % |
| |
| | | |
| | |
5% or Greater Shareholders | |
| | | |
| | |
Tianying Zheng | |
| 203,495 | | |
| 7.79 | % |
Future Satoshi Ltd. | |
| 140,000 | | |
| 5.36 | % |
Changan Fan | |
| 138,286 | | |
| 5.30 | % |
Leguang Xie | |
| 138,286 | | |
| 5.30 | % |
(1) |
Represents 10,936 ordinary shares directly held by AP Education Investment Limited, a business company limited by shares incorporated in British Virgin Islands and wholly owned by AP Education Consulting Limited, a British Virgin Islands company wholly owned and controlled by Siguang Peng. The registered office of AP Education Investment is Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110. |
(2) |
Represents 1 ordinary share held by Mr. Yupeng Guo and 5,598 ordinary shares directly held by RG Education Investment Limited, a business company limited by shares incorporated in British Virgin Islands and wholly owned by RG Education Consulting Limited, a British Virgin Islands company wholly owned and controlled by Yupeng Guo. The registered office of RG Education Investment is Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110. |
None of our existing shareholders have different
voting rights from other shareholders. To our knowledge, we are not owned or controlled, directly or indirectly, by another corporation,
by any foreign government or by any other natural or legal persons, severally or jointly. We are not aware of any arrangement that may,
at a subsequent date, result in a change of control of our company.
To our best knowledge, as of March 31, 2024, we
had 2,610,785 ordinary shares issued and outstanding, among which approximately 66.84% of those ordinary shares are held in the U.S.,
including CEDE & CO and ten registered holders of record. The number of beneficial owners of our ordinary shares in the U.S. is likely
much larger than the ten record holders of our ordinary shares in the U.S.
Changes in Control
None.
ITEM 13. Certain Relationships and Related
Transactions, and Director Independence
Relationship with related parties
Name of party |
|
Relationship |
Mr. Jishuang Zhao |
|
Former Chairman of our Board of Directors |
Mr. Yupeng Guo |
|
Acting Chief Financial Officer |
Mr. Siguang Peng |
|
Chief Executive Officer and Director |
Met Chain Co., Limited |
|
An associate of the Company |
Transactions with related parties
In the year ended December
31, 2023, we repaid amount due to Mr. Jishuang Zhao of US$2.5 million.
In the year ended December
31, 2022, we received advances from Mr. Yupeng Guo in the amount of approximately RMB2 million (US$0.3 million), from Mr. Jishuang Zhao
in the amount of approximately RMB10.14 million (US$1.5 million), and from Met Chain Co., Limited in the amount of approximately RMB14.08
million (US$2.0 million).
Amount due to related parties
As of December 31, 2023, our
outstanding balance due to Mr. Yupeng Guo was US$0.3 million, our outstanding balance due to Mr. Jishuang Zhao was US$2.0 million, and
our outstanding balance due to Met Chain Co., Limited was US$2.0 million.
ITEM 14. Principal Accounting Fees and Services
The following table sets forth
the aggregate fees by categories specified below in connection with certain professional services rendered by Audit Alliance LLP, our
independent registered public accounting firm, for the periods indicated. We did not pay any other fees to our independent registered
public accounting firm during the periods indicated below.
Audit Alliance LLP
| |
For the Year Ended December 31, | |
(in thousands of US$) | |
2022 | | |
2023 | |
Audit fees(1) | |
| 300 | | |
| 240 | |
Audit related fees(2) | |
| — | | |
| — | |
Tax fees(3) | |
| — | | |
| — | |
All other fees | |
| — | | |
| — | |
Total | |
| 300 | | |
| 240 | |
(1) |
“Audit fees” means the aggregate fees billed for professional services rendered by our independent registered public accounting firm for the audit of our annual consolidated financial statements and the review of our comparative interim financial information. |
(2) |
“Audit related fees” means the aggregate fees billed for related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under Audit fees. |
(3) |
“Tax fees” represents the aggregated fees billed for professional services rendered by our independent registered public accounting firm for tax compliance, tax advice, and tax planning. |
Procedures For Board of Directors Pre-Approval
of Audit and Permissible Non-Audit Services of Independent Auditor
Our audit committee is responsible for the oversight of our independent
accountants’ work. The policy of our audit committee is to pre-approve all audit and non-audit services provided by Audit Alliance,
including audit services, audit-related services, tax services and other services as described above, other than those for de minimis
services which are approved by the audit committee prior to the completion of the audit.
PART IV
ITEM 15. Exhibits and Financial Statements
Schedules
(a) | The following documents are filed
as part of this Report: |
| (1) | Consolidated Financial Statements |
BTC
Digital Ltd.
INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS
Report
of Independent Registered Public Accounting Firm
To
the Shareholders and Board of Directors
BTC
Digital Ltd.
(formerly
known as Meten Holding Group Ltd)
Opinion
on the Financial Statements
We
have audited the accompanying consolidated balance sheets of BTC Digital Ltd. (the “Company”) and its subsidiaries (the “Group”)
as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive income, changes in shareholders’
equity, and cash flows for the years ended December 31, 2023 and 2022, and the related notes (collectively, the “consolidated financial
statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position
of the Group as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years ended December 31,
2023 and 2022, in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Basis
for Opinion
These
consolidated financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion
on the Group’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (‘‘PCAOB’’) and are required to be independent with respect
to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB and and in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about
whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Group is not
required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an
opinion on the effectiveness of the Group’s internal control over financial reporting. Accordingly, we express no such
opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audit provides a reasonable basis for our opinion.
/s/
Audit Alliance LLP
We
have served as the Company’s auditor since 2021.
Singapore
April
15, 2024
BTC
DIGITAL LTD.
CONSOLIDATED
BALANCE SHEETS
(In
thousands of US$, except share data and per share data, or otherwise noted)
| |
| |
As of December 31, | |
| |
Note | |
2022 | | |
2023 | |
| |
| |
US$’000 | | |
US$’000 | |
| |
| |
| | |
| |
ASSETS | |
| |
| | |
| |
Current assets | |
| |
| | |
| |
Cash and cash equivalents | |
| |
| 48 | | |
| 43 | |
Accounts receivable | |
5 | |
| 8,902 | | |
| 5,485 | |
Prepayments and other current assets | |
5 | |
| 5,015 | | |
| 2,980 | |
Digital assets | |
6 | |
| 91 | | |
| 436 | |
| |
| |
| | | |
| | |
Total current assets | |
| |
| 14,056 | | |
| 8,944 | |
| |
| |
| | | |
| | |
Non-current assets | |
| |
| | | |
| | |
Equity method investments | |
7 | |
| 2,885 | | |
| 2,897 | |
Property and equipment, net | |
8 | |
| 13,403 | | |
| 12,702 | |
Total non-current assets | |
| |
| 16,288 | | |
| 15,599 | |
| |
| |
| | | |
| | |
Total assets | |
| |
| 30,344 | | |
| 24,543 | |
| |
| |
| | | |
| | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| |
| | | |
| | |
Current liabilities | |
| |
| | | |
| | |
Accounts payable | |
| |
| 3,455 | | |
| 128 | |
Short term loans | |
10 | |
| 870 | | |
| 125 | |
Deferred revenue | |
| |
| - | | |
| 792 | |
Amounts due to related parties | |
14(b) | |
| 6,739 | | |
| 4,056 | |
Total current liabilities | |
| |
| 11,064 | | |
| 5,101 | |
| |
| |
| | | |
| | |
Total liabilities | |
| |
| 11,064 | | |
| 5,101 | |
BTC
DIGITAL LTD.
CONSOLIDATED
BALANCE SHEETS (Continued)
(In
thousands of US$, except share data and per share data, or otherwise noted)
| |
| |
As of December 31, | |
| |
Note | |
2022 | | |
2023 | |
| |
| |
US$’000 | | |
US$’000 | |
| |
| |
| | |
| |
Shareholders’ equity | |
| |
| | |
| |
Ordinary shares (US$0.06 par value; 25,000,000 shares authorized; 1,044,009 and 2,097,535 shares issued outstanding as of December 31, 2022 and 2023) * | |
13 | |
| 63 | | |
| 121 | |
Additional paid-in capital | |
| |
| 202,992 | | |
| 205,920 | |
Accumulated deficit | |
| |
| (183,775 | ) | |
| (186,599 | ) |
| |
| |
| | | |
| | |
Total equity attributable to shareholders of the Company | |
| |
| 19,280 | | |
| 19,442 | |
| |
| |
| | | |
| | |
Total shareholders’ equity | |
| |
| 19,280 | | |
| 19,442 | |
| |
| |
| | | |
| | |
Total liabilities and shareholders’ equity | |
| |
| 30,344 | | |
| 24,543 | |
BTC
DIGITAL LTD.
CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)
(In
thousands of US$, except share data and per share data, or otherwise noted)
| |
| |
Years ended December 31, | |
| |
Note | |
2022 | | |
2023 | |
| |
| |
US$’000 | | |
US$’000 | |
| |
| |
| | |
| |
Revenues | |
| |
| 11,831 | | |
| 9,073 | |
Cost of revenues | |
| |
| (10,063 | ) | |
| (10,208 | ) |
Gross profit/(loss) | |
| |
| 1,768 | | |
| (1,135 | ) |
Operating expenses: | |
| |
| | | |
| | |
Selling and marketing expenses | |
| |
| - | | |
| (225 | ) |
General and administrative expenses | |
| |
| (721 | ) | |
| (1,121 | ) |
Gain/(Loss) from operations | |
| |
| 1,047 | | |
| (2,481 | ) |
Other income (expenses): | |
| |
| | | |
| | |
Realized gain/(loss) on exchange of digital assets | |
| |
| (273 | ) | |
| 34 | |
Interest income | |
| |
| - | | |
| 1 | |
Interest expenses | |
| |
| (20 | ) | |
| (63 | ) |
Foreign currency exchange gain, net | |
| |
| 173 | | |
| - | |
Equity in income on equity method investments | |
7 | |
| 12 | | |
| 12 | |
Others income/(expenses), net | |
| |
| 28 | | |
| (327 | ) |
Gain/(Loss) before income tax from continuing operations | |
| |
| 967 | | |
| (2,824 | ) |
Income tax expense | |
9 | |
| - | | |
| - | |
Net gain/(loss) from continuing operations | |
| |
| 967 | | |
| (2,824 | ) |
Loss from discontinued operations, net of income taxes | |
| |
| (6,165 | ) | |
| - | |
Gain on disposal of discontinued operations, net of income taxes | |
| |
| 10,835 | | |
| - | |
Net income from discontinued operations, net of income taxes | |
| |
| 4,670 | | |
| - | |
Net income/(loss) | |
| |
| 5,637 | | |
| (2,824 | ) |
Net loss from discontinued operations attributable to non-controlling interest | |
| |
| (2,049 | ) | |
| - | |
Less: Net loss attributable to the non-controlling interest | |
| |
| (2,049 | ) | |
| - | |
Net income(loss) attributable to shareholders of the Company | |
| |
| 7,686 | | |
| (2,824 | ) |
Net income/(loss) | |
| |
| 5,637 | | |
| (2,824 | ) |
| |
| |
| | | |
| | |
Comprehensive income/ (loss) | |
| |
| 5,637 | | |
| (2,824 | ) |
Net earnings/(loss) per share-Basic | |
11 | |
| | | |
| | |
-From continuing operation | |
| |
| 8.26 | | |
| (1.89 | ) |
-From discontinued operation | |
| |
| 6.84 | | |
| - | |
Net
earnings/(loss) per share- Diluted | |
| |
| | | |
| | |
-From continuing operation | |
| |
| 8.26 | | |
| (1.89 | ) |
-From discontinued operation | |
| |
| 6.84 | | |
| - | |
Weighted average shares used in calculating net loss per share | |
| |
| | | |
| | |
- Basic | |
| |
| 682,779 | | |
| 1,494,333 | |
- Diluted | |
| |
| 682,779 | | |
| 1,494,333 | |
BTC
DIGITAL LTD.
CONSOLIDATED
STATEMENTS OF CHANGES IN EQUITY
(In
thousands of US$, except share data and per share data, or otherwise noted)
| |
| |
Ordinary shares | | |
Additional paid-in capital | | |
Accumulated deficit | | |
Total (deficit)/equity attributable to shareholders of the Company | | |
Non-controlling interests | | |
Total (deficit)/equity | |
| |
Note | |
Number of
shares* | | |
US$’000 | | |
US$’000 | | |
US$’000 | | |
US$’000 | | |
US$’000 | | |
US$’000 | |
| |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balances as of December 31, 2021 | |
| |
| 568,572 | | |
| 32 | | |
| 194,683 | | |
| (191,461 | ) | |
| 3,253 | | |
| 2,049 | | |
| 5,303 | |
Net income for the year | |
| |
| - | | |
| - | | |
| - | | |
| 7,686 | | |
| 7,686 | | |
| - | | |
| 7,686 | |
Disposal of VIE | |
| |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (2,049 | ) | |
| (2,049 | ) |
Share-based compensation | |
| |
| - | | |
| - | | |
| 849 | | |
| - | | |
| 849 | | |
| - | | |
| 849 | |
Issuance of ordinary shares | |
| |
| 475,436 | | |
| 31 | | |
| 7,460 | | |
| - | | |
| 7,491 | | |
| - | | |
| 7,491 | |
Balances as of December 31, 2022 | |
| |
| 1,044,009 | | |
| 63 | | |
| 202,992 | | |
| (183,775 | ) | |
| 19,280 | | |
| - | | |
| 19,280 | |
Net loss for the year | |
| |
| - | | |
| - | | |
| - | | |
| (2,824 | ) | |
| (2,824 | ) | |
| - | | |
| (2,824 | ) |
Issuance of ordinary shares | |
| |
| 1,053,526 | | |
| 58 | | |
| 2,790 | | |
| - | | |
| 2,848 | | |
| - | | |
| 2,848 | |
Share-based compensation | |
| |
| - | | |
| - | | |
| 138 | | |
| - | | |
| 138 | | |
| - | | |
| 138 | |
Balances as of December 31, 2023 | |
| |
| 2,097,535 | | |
| 121 | | |
| 205,920 | | |
| (186,599 | ) | |
| 19,442 | | |
| - | | |
| 19,442 | |
BTC
DIGITAL LTD.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(In
thousands of US$, except share data and per share data, or otherwise noted)
|
|
|
|
|
For the Year Ended
December 31, |
|
|
|
Note |
|
|
2022 |
|
|
2023 |
|
|
|
|
|
|
US$’000 |
|
|
US$’000 |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
Net (loss)/income |
|
|
|
|
|
|
5,637 |
|
|
|
(2,824 |
) |
Adjustments to reconcile net income/(loss) to net cash generated from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
4,176 |
|
|
|
3,151 |
|
Amortization of operating lease right-of-use assets |
|
|
|
|
|
|
1,346 |
|
|
|
- |
|
Realized loss/(gain) on exchange of digital assets |
|
|
|
|
|
|
273 |
|
|
|
(34 |
) |
Net loss/(gain) on disposal of property and equipment |
|
|
|
|
|
|
(3,866 |
) |
|
|
357 |
|
Impairment losses on cryptocurrency assets |
|
|
|
|
|
|
3 |
|
|
|
- |
|
Provision for impairment loss of account receivables and other receivables |
|
|
|
|
|
|
1,652 |
|
|
|
|
|
Equity income on equity method investments |
|
|
|
|
|
|
(512 |
) |
|
|
(12 |
) |
Deferred income tax expense |
|
|
|
|
|
|
59 |
|
|
|
- |
|
Loss on disposal and closure of subsidiaries and branches |
|
|
|
|
|
|
2,639 |
|
|
|
- |
|
Share-based compensation expenses |
|
|
12 |
|
|
|
849 |
|
|
|
138 |
|
Gains on disposal of subsidiaries and VIEs |
|
|
|
|
|
|
(10,835 |
) |
|
|
- |
|
Changes in operating assets and liabilities, net of effect of acquisitions and disposals of subsidiaries: |
|
|
|
|
|
|
|
|
|
|
|
|
Decrease in contract assets |
|
|
|
|
|
|
214 |
|
|
|
- |
|
Increase in accounts receivable |
|
|
|
|
|
|
(10,325 |
) |
|
|
3,417 |
|
Decrease in other contract costs |
|
|
|
|
|
|
2,723 |
|
|
|
- |
|
(Increase)/decrease in prepayments and other current assets |
|
|
|
|
|
|
(969 |
) |
|
|
3,003 |
|
Decrease in other non-current assets |
|
|
|
|
|
|
1,479 |
|
|
|
|
|
Change of Digital assets |
|
|
|
|
|
|
(367 |
) |
|
|
(311 |
) |
Increase/(decrease) in accounts payable |
|
|
|
|
|
|
3,289 |
|
|
|
(3,327 |
) |
Increase/(decrease) in deferred revenue |
|
|
|
|
|
|
(12,613 |
) |
|
|
250 |
|
Decrease in salary and welfare payable |
|
|
|
|
|
|
(2,609 |
) |
|
|
- |
|
Decrease in financial liabilities from contracts with customers |
|
|
|
|
|
|
(10,169 |
) |
|
|
- |
|
Decrease in accrued expenses and other payables |
|
|
|
|
|
|
(1,849 |
) |
|
|
- |
|
Decrease in prepaid tax |
|
|
|
|
|
|
34 |
|
|
|
- |
|
Decrease in operating lease liabilities |
|
|
|
|
|
|
(1,314 |
) |
|
|
- |
|
Increase in income taxes payable |
|
|
|
|
|
|
9 |
|
|
|
- |
|
Net cash flow generated from/(used in) operating activities |
|
|
|
|
|
|
(31,046 |
) |
|
|
3,808 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment |
|
|
|
|
|
|
(8,875 |
) |
|
|
(2,501 |
) |
Disposal of subsidiaries and VIEs |
|
|
|
|
|
|
(2,534 |
) |
|
|
- |
|
Payment for investment in associate |
|
|
|
|
|
|
(1,799 |
) |
|
|
- |
|
Proceeds from disposal of property and equipment |
|
|
|
|
|
|
10,605 |
|
|
|
564 |
|
Advances to related parties |
|
|
|
|
|
|
(194 |
) |
|
|
(2,683 |
) |
Repayment of advances to related parties |
|
|
|
|
|
|
441 |
|
|
|
- |
|
Net cash used in investing activities |
|
|
|
|
|
|
(2,356 |
) |
|
|
(4,620 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Advances from related parties |
|
|
|
|
|
|
4,063 |
|
|
|
- |
|
Repayment of advances from related parties |
|
|
|
|
|
|
(2,770 |
) |
|
|
- |
|
Proceeds from Short term loans |
|
|
|
|
|
|
1,041 |
|
|
|
182 |
|
Repayment of Short term loans |
|
|
|
|
|
|
(1,041 |
) |
|
|
(927 |
) |
Proceeds from issuance of ordinary shares for private placement |
|
|
|
|
|
|
6,459 |
|
|
|
1,552 |
|
Net cash generated from financing activities |
|
|
|
|
|
|
7,752 |
|
|
|
807 |
|
Net decrease in cash and cash equivalents and restricted cash |
|
|
|
|
|
|
(25,650 |
) |
|
|
(5 |
) |
Cash and cash equivalents and restricted cash at the beginning of the year |
|
|
|
|
|
|
25,698 |
|
|
|
48 |
|
Cash and cash equivalents and restricted cash at the end of the year |
|
|
|
|
|
|
48 |
|
|
|
43 |
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid |
|
|
|
|
|
|
23 |
|
|
|
63 |
|
Income tax paid |
|
|
|
|
|
|
104 |
|
|
|
- |
|
Supplemental disclosure of cash and cash equivalents and restricted cash: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
|
|
|
|
48 |
|
|
|
43 |
|
BTC
DIGITAL LTD.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In
thousands of RMB, except share data and per share data, or otherwise noted)
1. | Organization
and Principal Activities |
Meten
EdtechX Education Group Ltd (the “Company”) was incorporated on September 27, 2019 under the law of Cayman Islands as an
exempted company with limited liability. Meten EdtechX Education Group Ltd changed its name to “Meten Holding Group Ltd.”
on August 11, 2021. On August 11, 2023, the Company changed its name to “BTC Digital Ltd.”. The Company is primarily engaged
in the bitcoin mining business, and also generates revenue through mining machines resale and rental business operations.
As
of December 31, 2023, the details of the Company’s subsidiaries were as follows:
Entity |
|
Date
of
incorporation |
|
Place
of
incorporation |
|
Percentage
of
direct or indirect economic ownership |
Principal activities |
Major
subsidiaries: |
|
|
|
|
|
|
|
|
|
|
Meten
International Education Group |
|
|
July 10, 2018 |
|
Cayman Islands |
|
|
100% |
|
Investment holding |
Meten
Education Investment Limited (“Meten BVI”) |
|
|
July 18, 2018 |
|
British Virgin Islands (“BVI”) |
|
|
100% |
|
Investment holding |
Likeshuo
Education Investment Limited (“Likeshuo BVI”) |
|
|
July 18, 2018 |
|
BVI |
|
|
100% |
|
Investment holding |
Meten
Education (Hong Kong) Limited (“Meten HK”) |
|
|
August 22, 2018 |
|
Hong Kong |
|
|
100% |
|
Investment holding |
Likeshuo
Education (Hong Kong) Limited (“Likeshuo HK”) |
|
|
August 22, 2018 |
|
Hong Kong |
|
|
100% |
|
Investment holding |
Meta
Path investing holding company |
|
|
December 3, 2021 |
|
Cayman Islands |
|
|
100% |
|
Investment holding |
Met
Chain investing holding company Ltd |
|
|
January
5, 2022 |
|
BVI |
|
|
100% |
|
Investment holding |
METEN
BLOCK CHAIN LLC |
|
|
March
8, 2022 |
|
United States |
|
|
100% |
|
Investment holding |
Meten
Service USA Corp. |
|
|
March
3, 2016 |
|
United States |
|
|
100% |
|
Investment holding |
(b) | History
of the Group and reorganization |
Organization
and General
The
Company is authorized to issue 500,000,000 ordinary shares with a par value of $0.003 per share. On September 27, 2019, the Company issued
one ordinary share to its sole director Richard Fear for a purchase price of $0.0001. On the same day, the one ordinary share owned by
Richard Fear was transferred to Guo Yupeng.
Reverse
recapitalization
On
December 12, 2019, the Company entered into an Agreement and Plan of Reorganization (the “Merger Agreement”) by and among
the Company, EdtechX Holdings Acquisition Corp., a Delaware corporation (“EdtechX”), Meten Education Inc., a Delaware corporation
and wholly owned subsidiary of the Company (“EdtechX Merger Sub”), Meten Education Group Ltd.(“Meten International”),
a Cayman Islands exempted company which incorporated on July 10, 2018 and wholly owned subsidiary of the Company (“Meten Merger
Sub”, and together with EdtechX Merger Sub, the “Merger Subs”). EdtechX was a blank check company incorporated in Delaware
on May 15, 2018 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses or entities.
On
March 30, 2020, the Company consummated its acquisition of Meten International and EdtechX, pursuant to the Merger Agreement, where the
Company acquired 100% of the issued and outstanding ordinary shares of Meten International and EdtechX, i.e., 318,601,222 ordinary shares
of Meten International and 1,971,505 ordinary shares of EdtechX for 1,613,054 and 65,717 ordinary shares of the Company, respectively
(the “SPAC Transaction”).
Meten
International was determined to be the accounting acquirer given the controller of Meten International effectively controlled the combined
entity Meten EdtechX Education Group Ltd after the SPAC Transaction.
The
transaction is not a business combination because EdtechX was not a business. The transaction is accounted for as a reverse recapitalization,
which is equivalent to the issuance of shares by Meten International for the net monetary assets of EdtechX, accompanied by a recapitalization.
Meten International is determined as the predecessor and the historical financial statements of Meten International became the Company’s
historical financial statements, with retrospective adjustments to give effect of the reverse recapitalization. The equity is restated
using the exchange ratio of 0.1519 established in the reverse recapitalization transaction, which is 48,391,607 divided by 318,601,222,
to reflect the equity structure of the Company. Loss (income) per share is retrospectively restated using the historical weighted-average
number of ordinary shares outstanding multiplied by the exchange ratio. The share and per share data is retrospectively restated using
the exchange ratio in the share-based compensation footnote, see Note 12.
Immediately
prior to the merger transaction, Azimut Enterprises Holdings S.r.l. invested $20,000 in EdtechX to purchase 2,000,000 units of EdtechX,
which were converted into same number of units of the Company upon closing of the merger transaction.
In
connection with merger transaction, on February 28, 2020, March 19, 2020 and March 26, 2020, three unrelated investors agreed to invest
USD6,000, USD4,000 and USD6,000 to purchase shares of the Company. The financing of the USD12,000 was completed on March 30, 2020, and
the USD4,000 financing was terminated on April 14, 2020 as the investor failed to pay the purchase price by the agreed deadline.
Reorganization
of Meten International
Prior
to the SPAC Transaction, Meten International undertook a series of steps to restructure its business.
Meten
International’s history began in April 2006 with the commencement of operations of Shenzhen Meten International Education Co.,
Ltd. (“Shenzhen Meten”), a limited liability company incorporated in the PRC by Mr. Jishuang Zhao, Mr. Siguang Peng and Mr.
Yupeng Guo (collectively, the “Founders”). On December 18, 2017, Shenzhen Meten was converted into a joint stock limited
liability company and 30,000,000 shares of RMB1 each were issued.
From
March 2012 to August 2018, Mr. Yun Feng, Shenzhen Daoge Growth No.3 Investment Fund Partnership (Limited Partnership), Shenzhen Daoge
Growth No.5 Investment Fund Partnership (Limited Partnership), Shenzhen Daoge Growth No.6 Investment Fund Partnership (Limited Partnership),
Shenzhen Daoge Growth No.11 Investment Fund Partnership (Limited Partnership), Shenzhen Daoge Growth No.21 Investment Fund Partnership
(Limited Partnership), Zhihan (Shanghai) Investment Center (Limited Partnership), Hangzhou Muhua Equity Investment Fund Partnership (Limited
Partnership) (collectively known as the “Pre-listing Investors”) each acquired certain equity interests in Shenzhen Meten.
In
preparation of the listing in capital markets of Shenzhen Meten’s general adult English training, overseas training services, online
English training and other English language-related services businesses (the “Business”), Shenzhen Meten underwent a series
of reorganization transactions (“Reorganization”) in 2018. The main purpose of the Reorganization is to establish a Cayman
Islands holding company for the Business in preparation for its overseas listing.
The
Reorganization was executed in the following steps:
| 1) | Meten
International was incorporated as an exempted company with limited liability in the Cayman
Islands on September 27, 2019 and as offshore holding company of the Group. In July and August
2018, the Founders and Pre-listing Investors subscribed for ordinary shares of Meten International
at par value, all in the same proportions as the percentage of the then equity interest they
held in Shenzhen Meten. Upon the issuance of ordinary shares to the Founders and Pre-listing
Investors, the equity structure of the Meten International is identical to that of Shenzhen
Meten. |
| 2) | In
July 2018, Meten International further established two wholly-owned subsidiaries in the British
Virgin Islands, Meten BVI and Likeshuo BVI. |
| 3) | In
August 2018, Meten BVI and Likeshuo BVI established two wholly-owned subsidiaries in Hong
Kong, Meten HK and Likeshuo HK, respectively. |
| 4) | In
September 2018, Meten HK and Likeshuo HK established two wholly-owned subsidiaries in China,
named Zhuhai Meizhilian Education Technology Co., Ltd.(“Zhuhai Meizhilian”) and
Zhuhai Likeshuo Education Technology Co., Ltd. (“Zhuhai Likeshuo”), respectively. |
| 5) | In
October 2018, Shenzhen Meten was split into three separate legal entities, namely Shenzhen
Meten, Shenzhen Likeshuo Education Co., Ltd. (“Shenzhen Likeshuo”) and Shenzhen
Yilian Education Investment Co. Ltd. (“Shenzhen Yilian Investment”). |
| 6) | In
November 2018, Zhuhai Meten and Zhuhai Likeshuo (collectively the “WFOEs”) entered
into a series of contractual arrangements, including a business cooperation agreement, exclusive
technical service and management consultancy agreement, exclusive call option agreement,
equity pledge agreement and shareholders’ rights entrustment agreement (collectively
referred to as the “Contractual Arrangements” as further described below) with
Shenzhen Meten, Shenzhen Likeshuo and their shareholders, respectively. Consequently, Shenzhen
Meten and Shenzhen Likeshuo became consolidated VIEs of Meten International upon the completion
of the relevant reorganization steps. |
| 7) | As part of the Reorganization, Shenzhen Meten transferred its equity interests in certain operations that are not a part of the Business to Shenzhen Yilian Investment and made a net cash distribution of approximately RMB148,270. Such net payment is recorded as distributions in connection with Reorganization in the accompanying consolidated statements of changes in shareholders’ deficit for the year ended December 31, 2018. |
The
Reorganization involved the restructuring of the legal structure of the Business, which was under common control and did not result in
any changes in the economic substance of the ownership and the Business. The accompanying consolidated financial statements have been
prepared as if the VIE structure had been in existence throughout the periods presented and prior to the VIE structure was unwound.
Upon
completion of the Reorganization, Meten International’s shares and per share information including the basic and diluted income/(loss)
per share have been presented retrospectively as if the number of ordinary shares outstanding immediately after the completion of the
Reorganization had been outstanding from the beginning of the earliest period presented, except for the ordinary shares issued in connection
with the exchange of Redeemable Owner’s Investment held by the Pre-listing investors during the Reorganization have been weighted
for the portion of the period that they were outstanding.
(c) | Unwinding
of the VIE Structure |
The
Company has previously conducted the ELT services in China through a series of contractual arrangements with Shenzhen Meten and Shenzhen
Likeshuo and their respective subsidiaries, and consolidated the financial results of Shenzhen Meten and Shenzhen Likeshuo and their
subsidiaries in the Company’s consolidated financial statements in accordance with U.S. generally accepted accounting principles
(“GAAP”).
On
October 22, 2022, the Company announced the decision to dispose of the VIE structures in China, and on November 22, 2022 the Company
has terminated all of the VIE structures with the ELT services. From November 23, 2022, the Company no longer retained any financial
interest over the ELT services related VIEs and accordingly deconsolidated the ELT services related VIEs’ financial statements
from the Company’s consolidated financial statements. The disposal of ELT services related VIEs represented a strategic shift and
has a major effect on the Company’s result of operations. Accordingly, assets, liabilities, and results of operations related to
ELT services related VIEs have been reported as discontinued operations for all periods presented.
The
accompanying consolidated financial statements have been prepared in accordance with GAAP’.
The
consolidated financial statements are presented in dollars (“US$”), rounded to the nearest thousands except share data and
per share data, or otherwise noted.
(e) | Principles
of consolidation |
The
consolidated financial statements of the Group include the financial statements of the Company, its subsidiaries, and the VIEs before
the VIE structure was unwound, in which it had a controlling financial interest. The results of the subsidiaries and the VIEs are consolidated
from the date on which the Group obtained control and continue to be consolidated until the date that such control ceases. A controlling
financial interest is typically determined when a company holds a majority of the voting equity interest in an entity. All significant
intercompany balances and transactions among the Company, its subsidiaries and the VIEs have been eliminated on consolidation.
2. | Summary
of significant accounting policies |
The
preparation of the Company’s 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, disclosure of contingent assets and liabilities at the balance
sheet date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, estimate
of standalone selling prices of each unit of accounting in multiple elements arrangements, estimate of breakage, the fair value of identifiable
assets acquired, liabilities assumed and non-controlling interests in business combinations, the useful lives of long-lived assets including
intangible assets, the fair value of the reporting unit for the goodwill impairment test, the allowance for doubtful accounts receivable
and other receivables, the realization of deferred tax assets, the fair value of share-based compensation awards, lease liabilities,
right-of-use assets and the recoverability of long-lived assets. Changes in facts and circumstances may result in revised estimates.
Actual results could differ from those estimates, and as such, differences may be material to the consolidated financial statements.
The
Group use United States dollar (“US$”) as its reporting currency. The functional currency of the Company and its subsidiaries
incorporated outside of the PRC is United States dollar (“US$”).
(c) | Convenience translation |
Translations
of balances in the consolidated balance sheets, consolidated statements of comprehensive income/(loss) and consolidated statements of
cash flows from RMB into US$ as of and for the year ended December 31, 2022 are solely for the convenience of the readers and were calculated
at the rate of US$1.00=RMB6.8972, representing the index rates stipulated by the Federal Reserve Bank of New York on December 31, 2022.
No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on
December 31, 2022, or at any other rate. The US$ convenience translation is not required under U.S. GAAP and all US$ convenience translation
amounts in the accompanying consolidated financial statements are unaudited.
(d) | Cash and cash equivalents |
Cash
and cash equivalents represent cash on hand and time deposits, which have original maturities of three months or less when purchased
and which are unrestricted as to withdrawal and use. In addition, highly liquid investments which have original maturities of three months
or less when purchased are classified as cash and cash equivalents.
Accounts
receivable are presented net of allowance for doubtful accounts. The Group uses specific identification in providing for bad debts when
facts and circumstances indicate that collection is doubtful and based on factors listed in the following paragraph. If the financial
conditions of its franchisee were to deteriorate, resulting in an impairment of their ability to make payments, additional allowance
may be required.
The
Group maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required
payments. In establishing the required allowance, management considers historical losses adjusted to take into account current market
conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current
payment patterns. Accounts receivable are charged off against the allowance after all means of collection have been exhausted and the
potential for recovery is considered remote.
Digital
asset (including bitcoin) is included in current assets in the accompanying consolidated balance sheets. Digital assets purchased are
recorded at cost and digital assets awarded to the Company through its mining activities are accounted for in connection with the Company’s
revenue recognition policy disclosed below.
Digital
assets held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is
not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that
it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value,
which is measured using the quoted price of the digital assets at the time its fair value is being measured. In testing for impairment,
the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment
exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary.
If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized,
the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted.
Purchases
of digital assets by the Company, if any, will be included within investing activities in the accompanying consolidated statements of
cash flows, while digital assets awarded to the Company through its mining activities are included within operating activities on the
accompanying consolidated statements of cash flows. The sales of digital assets are included within investing activities in the accompanying
consolidated statements of cash flows and any realized gains or losses from such sales are included in “realized gain (loss) on
exchange of digital assets” in the consolidated statements of operations and comprehensive income (loss). The Company accounts
for its gains or losses in accordance with the first-in first-out method of accounting.
| (g) | Equity method investments |
Investee
companies over which the Group has the ability to exercise significant influence, but does not have a controlling interest through investment
in common shares or in-substance common shares, are accounted for using the equity method. Significant influence is generally considered
to exist when the Group has an ownership interest in the voting stock of the investee between 20% and 50%, and other factors, such as
representation on the investee’s board of directors, voting rights and the impact of commercial arrangements, are also considered
in determining whether the equity method of accounting is appropriate.
Under
the equity method, the Group initially records its investment at cost and subsequently recognizes the Group’s proportionate share
of each equity investee’s net income or loss after the date of investment into earnings and accordingly adjusts the carrying amount
of the investment. The Group reviews its equity method investments for impairment whenever an event or circumstance indicates that an
other-than-temporary impairment has occurred. The Group considers available quantitative and qualitative evidence in evaluating potential
impairment of its equity method investments. An impairment charge is recorded when the carrying amount of the investment exceeds its
fair value and this condition is determined to be other-than-temporary.
| (h) | Property and equipment, net |
Property
and equipment are stated at cost less accumulated depreciation and any recorded impairment.
Gains
or losses arising from the disposal of an item of property and equipment are determined as the difference between the net disposal proceeds
and the carrying amount of the item and are recognized in profit or loss on the date of disposal.
The
estimated useful lives are presented below.
Depreciation
on property and equipment is calculated on the straight-line method over the estimated useful lives of the assets.
| (i) | Impairment of long-lived assets |
Long-lived
assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment,
the Group first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the
carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized
to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including
discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. No impairment losses
were recorded for the years December 31, 2022 and 2023.
The
Group determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”)
assets, current and non-current lease liabilities on the Group’s consolidated balance sheets.
ROU
lease assets represent the Group’s right to use an underlying asset for the lease term and lease obligations represent the Group’s
obligation to make lease payments arising from the lease. Operating lease ROU assets and operating lease liabilities are recognized based
on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Group’s leases
do not provide an implicit rate, the Group use its incremental borrowing rate based on the information available at commencement date
in determining the present value of future payments. The Group’s incremental borrowing rate for a lease is the rate of interest
it would have to pay to borrow an amount equal to the lease payments under similar terms. The operating lease ROU assets also include
initial direct costs incurred and any lease payments made to the lessor or before the commencement date, minus any lease incentives received.
Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.
The
Company adopted ASC 606, “Revenue from Contracts with Customers” for all periods presented. Consistent with the criteria
of ASC 606, the Company follows five steps for its revenue recognition: (i) identify the contract(s) with a customer, (ii) identify the
performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance
obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation.
The
primary sources of the Group’s revenue is as follows:
The
Company has entered into digital asset mining pools by executing contracts with the mining pool operators to provide computing power
to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation
only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company
is entitled to a fractional share of the fixed digital assets award the mining pool operator receives, for successfully adding a block
to the blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the
mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm.
Providing
computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision
of such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction
consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received,
which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools.
The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration
is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company
receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component
in these transactions.
Fair
value of the digital assets award received is determined using the quoted price of the related digital assets at the time of receipt.
There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for digital assets
recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment.
In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect
on the Company’s consolidated financial position and results from operations.
Income
taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future
tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax bases, as well as operating loss and tax credit carryforwards, if any. Deferred income tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected
to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates or tax laws is recognized
in the consolidated statements of comprehensive income in the period the change in tax rates or tax laws is enacted.
The
Group reduces the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is ‘‘more-likely-than-not’’
that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at
each reporting period based on a ‘‘more-likely-than-not’’ realization threshold. This assessment considers, among
other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of
statutory carryforward periods, and the Group’s experience with operating loss and tax credit carryforwards, if any, not expiring.
The
Group recognizes in its financial statements the impact of a tax position if that position is ‘‘more-likely-than-not’’
to prevail based on the facts and technical merits of the position. Tax positions that meet the ‘‘more-likely-than-not’’
recognition threshold are measured at the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized
upon settlement. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Interest and
penalties recognized related to unrecognized tax benefits are classified as income tax expense in the consolidated statements of comprehensive
income.
| (m) | Share based compensation |
Share-based
awards granted to the employees in the form of share options are subject to service and non-market performance conditions. They are measured
at the grant date fair value of the awards. The compensation expense in connection with the shares awarded to employees is recognized
using the straight-line method over the requisite service period. Forfeitures are estimated at the time of grant, with such estimate
updated periodically and with actual forfeitures recognized currently to the extent they differ from the estimate.
In
determining the fair value of the shares awarded to employees, the discounted cash flow pricing model has been applied.
Estimation
of the fair value involves significant assumptions that might not be observable in the market, and a number of complex and subjective
variables, including the expected share price volatility (approximated by the volatility of comparable companies), discount rate, risk-free
interest rate and subjective judgments regarding the Company’s projected financial and operating results, its unique business risks
and its operating history and prospects at the time the grants are made.
In
the normal course of business, the Group is subject to loss contingencies, such as legal proceedings and claims arising out of its business,
that cover a wide range of matters, including, among others, government investigations, shareholder lawsuits, and non-income tax matters.
An accrual for a loss contingency is recognized when it is probable that a liability has been incurred and the amount of loss can be
reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot
be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and
material, is disclosed.
| (ac) | Fair
value measurements |
The
Group applies ASC 820, Fair Value measurements and Disclosures, for fair value measurements financial assets and financial liabilities
and for fair value measurements of non-financial items that are recognized or disclosed at fair value in the financial statements on
a recurring and non-recurring basis. ASC 820 defines fair value as the price that would be received to sell 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 recorded at fair value, the Group considers the principal or most advantageous
market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.
ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.
ASC
820 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. ASC 820 establishes three levels of inputs that may be used to measure fair value.
The
hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements)
and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair
value hierarchy are as follows:
| ● | Level
1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities
that the Group has the ability to access at the measurement date. |
| ● | Level
2 inputs are inputs other than quoted prices included within Level 1 that are observable
for the asset or liability, either directly or indirectly. |
| ● | Level
3 inputs are unobservable inputs for the asset or liability. |
The
level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that
is significant to the fair value measurement in its entirety. In situations where there is little, if any, market activity for the asset
or liability at the measurement date, the fair value measurement reflects management’s own judgments about the assumptions that
market participants would use in pricing the asset or liability. Those judgments are developed by management based on the best information
available in the circumstances.
The
carrying amounts of cash and cash equivalents, accounts receivable, amounts due from related parties, accounts payable, amounts due to
related parties, income taxes payable, accrued expenses and other payables as of December 31, 2021 and 2022 approximate their fair values
because of short maturity of these instruments.
| (ad) | Net
income/(loss) per share |
Basic
net income/(loss) per share is computed by dividing net income/(loss) attributable to shareholders of the Company by the weighted average
number of ordinary shares outstanding during the year. Diluted net income/(loss) per share reflects the potential dilution that could
occur if securities or other contracts to issue ordinary shares were exercised into common shares. Ordinary share equivalents are excluded
from the computation of the diluted net income/(loss) per share in years when their effect would be anti-dilutive. The Group has non-vested
shares which could potentially dilute basic income/(loss) per share in the future. To calculate the number of shares for diluted net
income/(loss) per share, the effect of the non-vested shares is computed using the treasury stock method.
| (ae) | Recently
issued accounting pronouncements |
In September 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The FASB is issuing
the amendments to enhance the transparency and decision usefulness of income tax disclosures. Investors currently rely on the rate reconciliation
table and other disclosures, including total income taxes paid, to evaluate income tax risks and opportunities. While investors find these
disclosures helpful, they suggested possible enhancements to better (1) understand an entity’s exposure to potential changes in
jurisdictional tax legislation and the ensuing risks and opportunities, (2) assess income tax information that affects cash flow forecasts
and capital allocation decisions, and (3) identify potential opportunities to increase future cash flows. The FASB decided that the amendments
should be effective for public business entities for annual periods beginning after December 15, 2024. Early adoption is permitted. The
adoption of this guidance did not have a material impact on its financial position, results of operations and cash flows.
In July 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments
in ASU 2023-07 improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.
The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and
interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The amendments are effective
for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption
is permitted. The adoption of this guidance did not have a material impact on its financial position, results of operations and cash flows.
In December 2023, the FASB issued ASU
No. 2023-08, Accounting for and Disclosure of Crypto Assets (Subtopic 350-60). This ASU requires certain crypto assets to be measured
at fair value separately in the balance sheet and income statement each reporting period. This ASU also enhances the other intangible
asset disclosure requirements by requiring the name, cost basis, fair value, and number of units for each significant crypto holding.
The ASU is effective for annual periods beginning after December 15, 2024, including interim periods within those fiscal years. Adoption
of the ASU requires a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the annual reporting
period in which an entity adopts the amendments. Early adoption is also permitted, including adoption in an interim period. However, if
the ASU is early adopted in an interim period, an entity must adopt the ASU as of the beginning of the fiscal year that includes the interim
period. This ASU will result in gains and losses recorded in the consolidated financial statements of operations and additional disclosures
when adopted. We are currently evaluating the adoption of this ASU and it will affect the carrying value of our crypto assets held
and the gains and losses relating thereto, once adopted.
Other
accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have
a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are
not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures.
| 3. | Risks
and Concentration |
Credit
and concentration risk
Assets
that potentially subject the Group to significant concentration of credit risk primarily consist of cash and cash equivalents and restricted
cash. As of December 31, 2023, substantially all of the Group’s cash and cash equivalents and restricted cash were deposited in
financial institutions located in the United States, Hong Kong and the PRC, which management believes are of high credit quality.
| 4. | Discontinued
operations |
Disposition
of the VIEs and the VIEs’ subsidiaries
On
November 22, 2022, the Group terminated all of its English language training (ELT) business-related VIE contracts for nil consideration
and disposed of its Chinese lottery-related business.
From
November 23, 2022, the Group no longer retained any financial interest over ELT business related VIEs and accordingly deconsolidated
ELT business related VIEs’ financial statements from the Group’s consolidated financial statements. The disposal of ELT business
related VIEs represented a strategic shift and has a major effect on the Group’s result of operations. Accordingly, assets, liabilities,
revenues, expenses and cash flows related to ELT business related VIEs have been reclassified in the consolidated financial statements
as discontinued operations for the years ended December 31, 2020, 2021 and 2022.
In
November 22, 2022, the Group calculated a loss resulting from such disposition as follows:
| |
As of
November 22,
2022 | |
| |
RMB’000 | |
Consideration | |
| - | |
| |
| | |
Cash and cash equivalents | |
| 5,376 | |
Contract assets | |
| 3,845 | |
Accounts receivable | |
| 42,716 | |
Other contract costs, Current | |
| 8,221 | |
Prepayments and other current assets | |
| 47,961 | |
Amounts due from related parties | |
| 5,560 | |
Prepaid income tax | |
| 14,243 | |
Restricted cash | |
| 12,100 | |
Other contract costs, non-current | |
| 16,388 | |
Equity method investments | |
| 27,564 | |
Property and equipment, net | |
| 11,051 | |
Intangible assets, net | |
| 11,598 | |
Deferred tax assets | |
| 42,449 | |
Goodwill | |
| 192,962 | |
Right-of-use assets | |
| 43,353 | |
Other non-current assets | |
| 16,050 | |
Accounts payable | |
| (15,019 | ) |
Deferred revenue, current | |
| (130,704 | ) |
Salary and welfare payable | |
| (9,408 | ) |
Financial liabilities from contracts with customers | |
| (267,796 | ) |
Accrued expenses and other payables | |
| (49,525 | ) |
Income taxes payable | |
| (135 | ) |
Current lease liabilities | |
| (17,902 | ) |
Amounts due to related parties | |
| (22,232 | ) |
Deferred revenue, non-current | |
| (30,852 | ) |
Deferred tax liabilities | |
| (858 | ) |
Non-current tax payable | |
| (34,265 | ) |
Lease liabilities | |
| (15,504 | ) |
| |
| | |
Net assets of ELT business related VIEs* | |
| (92,763 | ) |
Non-controlling interest of ELT business related VIEs | |
| 18,035 | |
Less: Net assets of ELT business related VIEs contributable to the Company | |
| (74,728 | ) |
Loss on disposal of ELT business related VIEs | |
| 74,728 | |
The
assets and liabilities for discontinued operations of ELT business related VIEs comprised the following items as of December 31, 2021:
| |
As of
December 31,
2021 | |
| |
RMB’000 | |
Current assets for discontinued operations | |
| - | |
Contract assets | |
| 5,323 | |
Accounts receivable | |
| 44,291 | |
Other contract costs, Current | |
| 32,241 | |
Prepayments and other current assets | |
| 38,600 | |
Amounts due from related parties | |
| 7,265 | |
Prepaid income tax | |
| 14,479 | |
Total | |
| 142,199 | |
| |
| | |
Non-current assets for discontinued operations | |
| | |
Other contract costs, non-current | |
| 11,149 | |
Equity method investments | |
| 24,403 | |
Property and equipment, net | |
| 85,803 | |
Intangible assets, net | |
| 14,675 | |
Deferred tax assets | |
| 25,991 | |
Goodwill | |
| 192,962 | |
Right-of-use assets | |
| 105,551 | |
Other non-current assets | |
| 26,254 | |
Total | |
| 486,788 | |
| |
| | |
Current liabilities for discontinued operations | |
| | |
Accounts payable | |
| 16,164 | |
Bank loans | |
| 6,000 | |
Deferred revenue, current | |
| 213,006 | |
Salary and welfare payable | |
| 27,404 | |
Financial liabilities from contracts with customers | |
| 337,932 | |
Accrued expenses and other payables | |
| 36,575 | |
Income taxes payable | |
| 195 | |
Current lease liabilites | |
| 35,817 | |
Amounts due to related parties | |
| 11,256 | |
Total | |
| 684,349 | |
| |
| | |
Non-current liabilities for discontinued operations | |
| | |
Deferred revenue, non-current | |
| 35,546 | |
Deferred tax liabilities | |
| 4,433 | |
Non current tax payable | |
| 34,137 | |
Lease liabilities | |
| 59,824 | |
Total | |
| 133,940 | |
The
condensed cash flows of all the VIEs and their subsidiaries were as follows for the years ended December 31, 2020, 2021 and 2022:
| |
Years ended December 31, | |
| |
2020 | | |
2021 | | |
2022 | |
| |
RMB’000 | | |
RMB’000 | | |
RMB’000 | |
Net cash used in operating activities | |
| (164,268 | ) | |
| (375,922 | ) | |
| (254,847 | ) |
Net cash generated from/(used in) investing activities | |
| (54 | ) | |
| (2,685 | ) | |
| 57,751 | |
Net cash generated from/(used in) financing activities | |
| 91,241 | | |
| 371,637 | | |
| (13,059 | ) |
The
operating results from discontinued operations included in the Group’s consolidated statements of comprehensive loss were as follows
for the years ended December 31, 2020, 2021 and 2022.
| |
Years ended December 31, | |
| |
2020 | | |
2021 | | |
2022 | |
| |
RMB’000 | | |
RMB’000 | | |
RMB’000 | |
Major classes of line items constituting pre-tax profit of discontinued operations | |
| | |
| | |
| |
Revenue | |
| 897,035 | | |
| 728,996 | | |
| 317,844 | |
Cost of sales | |
| (607,077 | ) | |
| (483,701 | ) | |
| (191,735 | ) |
Sales and marketing | |
| (310,433 | ) | |
| (250,850 | ) | |
| (78,839 | ) |
General and administrative | |
| (340,277 | ) | |
| (334,693 | ) | |
| (93,124 | ) |
Research and development expenses | |
| (31,878 | ) | |
| (18,413 | ) | |
| (6,817 | ) |
Other income that are not major | |
| (2,558 | ) | |
| (35,773 | ) | |
| 10,968 | |
Loss from discontinued operations, before income tax | |
| (395,188 | ) | |
| (394,434 | ) | |
| (41,703 | ) |
Income tax benefit/(expense) | |
| (5,803 | ) | |
| 20,239 | | |
| (817 | ) |
Loss from discontinued operations, net of income tax | |
| (400,991 | ) | |
| (374,195 | ) | |
| (42,520 | ) |
Income on deconsolidation of the subsidiary, net of income tax | |
| - | | |
| - | | |
| 74,728 | |
Net income/(loss) from discontinued operations, net of income tax | |
| (400,991 | ) | |
| (374,195 | ) | |
| 32,208 | |
The
following table provides information about contract assets, accounts receivable, deferred revenue and financial liabilities from contracts
with customers.
| |
As of December 31, | |
| |
2022 | | |
2023 | |
| |
US$’000 | | |
US$’000 | |
| |
| | |
| |
Accounts receivable | |
| 8,902 | | |
| 5,485 | |
Less: Allowance for doubtful debts | |
| - | | |
| - | |
Accounts receivable | |
| 8,902 | | |
| 5,485 | |
As
of December 31, 2023, there was no allowance recorded as all the accounts receivable fully collected in year 2024.
Prepayments
and other current assets
The
prepayments and other assets consist of the following:
| |
As of December 31, | |
| |
2022 | | |
2023 | |
| |
US$’000 | | |
US$’000 | |
Prepayments and other current assets | |
| | |
| |
Prepayment for equipment | |
| 3,237 | | |
| 2,285 | |
deposits | |
| 766 | | |
| 328 | |
Others | |
| 1,012 | | |
| 367 | |
Total | |
| 5,015 | | |
| 2,980 | |
| |
As of December 31, | |
| |
2022 | | |
2023 | |
| |
US$’000 | | |
US$’000 | |
| |
| | |
| |
BTC | |
| 91 | | |
| 436 | |
Total | |
| 91 | | |
| 436 | |
Additional
informatiolvn about bitcoin:
For
the year ended December 31, 2023 and 2022, the Company generated bitcoins primarily through mining services. The following table presents
additional information about bitcoins for the years ended December 31, 2023 and 2022, respectively:
| |
As of December 31, | |
| |
2022 | | |
2023 | |
| |
US$’000 | | |
US$’000 | |
| |
| | |
| |
Opening balance | |
| - | | |
| 91 | |
Receipt of bitcoins from mining services | |
| 2,392 | | |
| 2,882 | |
Receipt of bitcoins from hash power rental | |
| 131 | | |
| - | |
Exchange of BTC into USDT | |
| (2,429 | ) | |
| (2,537 | ) |
Impairment of bitcoins | |
| (3 | ) | |
| - | |
Ending balance | |
| 91 | | |
| 436 | |
For
the year ended December 31, 2023, and December 31, 2022, the Company recognized impairment of Nil and US$ 3 against bitcoins, respectively.
| 7. | Equity
method investments |
In
December 2021, the Company had entered into an agreement with industry experts to establish a joint venture, Met Chain Co Limited under
the laws of Hong Kong (the “2021 Joint Venture”), specializing in the research and development (“R&D”),
production, and sales of cryptocurrency mining equipment. Upon the formation of the 2021 joint venture, the Company held 21% of the equity
interests in the 2021 joint venture, with the option to acquire the equity interests held by the other parties to the Joint Venture Agreement
under certain conditions as set forth in the Joint Venture Agreement. In November 2022, the Company had entered into an equity transfer
agreement with each of the four other equity holders of Met Chain Co Limited to acquire a total of 3.3% of the equity interests in Met
Chain Co Limited from the four equity holders, in consideration for such number of ordinary shares of the Company, par value $0.003 per
share, valued at RMB7,120,478. As of December 31,2023,the company held 24.3% of the equity interests in Met Chain Co Limited.
The
Group recognized gain on equity method investments of $12,000 and $12,000 for the year ended December 31, 2022 and 2023,
respectively.
| 8. | Property
and equipment, net |
Property
and equipment consists of the following:
| |
As of December 31, | |
| |
2022 | | |
2023 | |
| |
US$’000 | | |
US$’000 | |
| |
| | |
| |
Cost: | |
| | |
| |
Miners for Bitcoin | |
| 15,219 | | |
| 17,241 | |
Total cost | |
| 15,219 | | |
| 17,241 | |
| |
| | | |
| | |
Less: Accumulated depreciation | |
| 1,816 | | |
| 4,539 | |
| |
| | | |
| | |
Property and equipment, net | |
| 13,403 | | |
| 12,702 | |
Depreciation
expense recognized for the years ended December 31, 2022 and 2023 were $1,816, and $3,151, respectively.
Under
the current tax laws of Cayman Islands, the Company is not subject to tax on income, corporation or capital gain, and no withholding
tax is imposed upon the payment of dividends to shareholders.
Under
the current tax laws of the BVI, the Company’s BVI subsidiaries are not subject to any income taxes in the BVI.
Under
the current Hong Kong Inland Revenue Ordinance, the Group’s Hong Kong subsidiaries are subject to Hong Kong profits tax on its
taxable income generated from the operations in Hong Kong. A Two-tiered Profits Tax rates regime was introduced since year 2018
where the first HK$2,000 of assessable profits earned by a company will be taxed at half the current tax rate (8.25%) whilst the remaining
profits will continue to be taxed at 16.5%. There is an anti-fragmentation measure where each group will have to nominate only one company
in the group to benefit from the progressive rates. Payments of dividends by the subsidiaries to the Company are not subject to
withholding tax in Hong Kong.
On
October 1, 2022, the Group entered into a loan agreement with JM Digital., INC., with a maturity date of October 1, 2023. The Group had
drawn down USDT $1,000 (RMB 6,897.2) under the agreement, which is subject to a fixed interest rate of 12% and an origination fee rate
of 2%. The loan was guaranteed by 147 units of Ant Miner (S19 series machines) that are hosted at Exponential Digital, LLC’s facilities
as collateral. The loan was fully repaid upon maturity as of December 31,2023.
In 2023, the Group used BTC as collateral on Binance and applied for
a collateralized loan of 181,500 USDT. These loans have no fixed term and can be repaid at any time. As of December 31, 2023, the Group
had 4.09 BTC pledged as collateral, with an outstanding loan balance of 125,000 USDT.
| 11. | Earnings
(Loss) per share |
Basic
and diluted net loss per share for each of the years presented are calculated as follow:
| |
Year ended December 31, | |
| |
2022 | | |
2023 | |
| |
(in thousands of US$, except share data and per share data) | |
(Losses)/income per share from continuing operations—basic | |
| | |
| |
Numerator: | |
| | |
| |
Net (loss)/income from continuing operations available to shareholders of the Company - basic and diluted | |
| 5,637 | | |
| (2,824 | ) |
Denominator | |
| | | |
| | |
Weighted average number of ordinary shares - basic | |
| 682,779 | | |
| 1,494,333 | |
Effect of dilutive securities | |
| - | | |
| - | |
Dilutive effect of non-vested shares | |
| 682,779 | | |
| 1,494,333 | |
Denominator for diluted net loss per share | |
| | | |
| | |
Earnings/(losses) per share from continuing operations — basic | |
| 8.26 | | |
| (1.89 | ) |
Earnings/(losses) per share from continuing operations —diluted | |
| 8.26 | | |
| (1.89 | ) |
Losses
per share from discontinued operations—basic | |
| | | |
| | |
Numerator: | |
| | | |
| | |
Net loss from discontinued operations available to shareholders of the Company - basic and diluted | |
| 4,670 | | |
| - | |
Denominator | |
| | | |
| | |
Weighted average number of ordinary shares - basic | |
| 682,779 | | |
| 1,494,333 | |
Effect of dilutive securities | |
| - | | |
| - | |
Dilutive effect of non-vested shares | |
| 682,779 | | |
| 1,494,333 | |
Denominator for diluted net loss per share | |
| | | |
| | |
Earnings/(losses) per share from discontinued operations — basic | |
| 6.84 | | |
| - | |
Earnings/(losses) per share from discontinued operations — diluted | |
| 6.84 | | |
| - | |
| 12. | Share-based
compensation |
The
Group adopted the 2020 employee equity incentive plan (“2020 Plan”) for the granting of share-based awards to executive management,
key employees and directors of the Group in exchange for their services.
According
to the term of the 2020 Plan, the awarded share units would be contingently redeemable upon the occurrence of certain events. The repurchase
price is determined based on a number of factors, including but not limited to the original subscription price of the share units and
the business performance of the Group. The Company has made an assessment of the cash settlement feature in the award and the probability
of the contingent event’s occurrence. Based on the assessment, the Company concluded that the cash settlement feature could be
exercised only on the occurrence of a contingent event that is outside the employee’s control, and is not probable of occurring.
Accordingly, the Company classified the award as equity.
The
Company accounts for the compensation cost based on the fair value of the awarded share units on the grant-date, on which all criteria
for establishing the grant dates are satisfied. The grant-date fair value of the awarded share units is recognized as compensation expense,
net of estimated forfeitures, over the period during which an employee is required to provide service in exchange for the award, which
is generally the vesting period.
The
share-based compensation expenses of $849,000 and $138,000 were charged to general and administrative expenses for the years ended December
31, 2022 and 2023.
Ordinary
shares
On
September 27, 2019, the Company was authorized to issue 500,000,000 ordinary shares with a par value of $0.0001 per share. Holder of
the Company’s ordinary shares are entitled to one vote for each share.
On
July 10, 2018, Meten International was incorporated as limited liability company with authorized share capital of 380,000 Hong Kong dollar
(“HK$”) divided into 38,000,000 shares with par value HK $0.01 each. After the incorporation of Meten International, the
Founder and Pre-listing Investors subscribed 47,035 ordinary shares of Meten International at par value of HK $0.01.
In
December 2018, Meten International increased its authorized share capital by creation of 500,000,000 shares with par value of US$0.0001
and issued 318,601,222 ordinary shares of US$0.0001 each, and repurchased the 47,035 existing issued ordinary shares of HK $0.01 par
value each and decreased the authorized share capital by cancellation of all unissued shares of HK$0.01 each.
On
March 30, 2020, the Company consummated its acquisition of Meten International and EdtechX, pursuant to the Merger Agreement. A total
of 318,601,222 ordinary shares of Meten International were converted to 48,391,607 ordinary shares of the Company. A total of 1,971,505
ordinary share of EdtechX were converted to the equal shares of the Company.
Immediately
prior to the Business Combination, Azimut Enterprises Holdings S.r.l. invested $20,000 in EdtechX to purchase 2,000,000 units of EdtechX,
which were converted into same number of units of the Company upon closing of the Business Combination.
In
connection with the Business Combination, on February 28, 2020, March 19, 2020 and March 26, 2020, three unrelated investors agreed to
invest US$6,000, US$4,000 and US$6,000, respectively, to purchase shares of the Company. The two $6,000 financings were completed on
March 30, 2020, and the US$4,000 financing was terminated on April 14, 2020 as the investor failed to pay the purchase price by the agreed
deadline.
In
connection with the Business Combination, the Company adopted a new incentive plan to replace the 2018 Plan. The Company rolled over
awards granted under the 2013 Plan and 2018 Plan with the same amount and terms. As a result, options to purchase 3,050,701 of the Company’s
ordinary shares were issued and outstanding on March 30, 2020. Additionally, the Company reserved for issuance pursuant to the plan one
percent (1%) of the total issued and outstanding ordinary shares on the closing date (being 531,005 ordinary shares), and will reserve
an additional 1% of then-outstanding shares each year for a period of four years following the first anniversary of the closing date
of the Business Combination.
On
January 4, 2021, the Company issued 1,327,514 Ordinary Shares under the Company’s 2020 share incentive plan to Pan Yanqiong, the
Chief Marketing Officer of Likshuo.
The
Company offered 40,000,000 ordinary shares, par value US$0.0001 per share, pursuant to the prospectus supplement and the accompanying
prospectus, at a purchase price of US$1.00 per share on May 21, 2021.
On
September 1, 2021, the Company offered 22,500,000 ordinary shares, par value US$0.0001 per share at a purchase price of US$0.30 per share.
On
November 9, 2021, the Company entered into a securities purchase agreement with certain investors, to sell an aggregate of 33,333,334
ordinary shares, par value $0.0001 per share, of the Company, at an offering price of $0.60 per share.
On
May 4, 2022, the Company completed a thirty for one reverse stock split (the “Reverse Split”) of its issued and outstanding
ordinary shares, par value $0.003 per share.
On
June 29, 2022, the Company approved the proposal to increase their authorized share capital from US$50,000 divided into 16,666,667 ordinary
shares of par value of US$0.003 each to US$1,500,000 divided into 500,000,000 ordinary shares of par value of US$0.003 each.
On
August 4, 2022, the Company offered 1,470,475 ordinary shares, par value US$0.0001 per share at a purchase price of US$0.30 per share.
On
November 10, 2022, the Company issued 3,532,841 ordinary shares of the Company, par value $0.003 per share, valued at RMB7,120,478, to
the four equity holders to acquire 3.3% of the equity interests in the Joint Venture.
On
June 7, 2023 and July 10, 2023, the Company has entered into an asset purchase agreement with two unaffiliated third parties to
acquire 200 units of Antminer S19j Pro (110 TH/s), Bitcoin mining machines, and has issued to the sellers 227,456 ordinary shares of
the Company.
On
August 1, 2023, the Company has entered into subscription agreements with two foreign investors, including an institutional investor,
Future Satoshi Ltd, and an individual investor, for the issue and sale of 200,000 ordinary shares of the Company, with a par value of
$0.06 per share, for total gross proceeds of $1,000,000, or $5 per share.
On
August 23, 2023, the Company completed a twenty for one share consolidation (the “2023 Share Consolidation”, together with
the 2022 Share Consolidation, the “Share Consolidations”) of its issued and outstanding ordinary shares, par value $0.06
per share.
On
October 5, 2023, the Company has entered into an asset purchase agreement with two unaffiliated third parties to acquire 220 units of
Antminer S19j Pro, Bitcoin mining machines, and has issued to the sellers 276,572 ordinary shares of the Company.
On
December 14, 2023, the Company has entered into subscription agreements with three individual investors, for the issue and sale of 303,497
ordinary shares of the Company, par value US$0.06 per share (the “Ordinary Shares”), for total gross proceeds of $1,014,286,
or US$3.342 per share.
As
of December 31, 2022 and 2023, there were 1,044,009 and 2,097,535 ordinary shares issued and outstanding, respectively.
From
the legal perspective, the Reverse Split applied to the issued shares of the Company on the date of the Reverse Split and does not have
any retroactive effect on the Company’s shares prior that date. However, for accounting purposes only, references to our ordinary
shares in this annual report are stated as having been retroactively adjusted and restated to give effect to the Reverse Split, as if
the Reverse Split had occurred by the relevant earlier date.
Warrants
As
of December 31, 2020, there were 12,705,000 warrants outstanding. the warrants have been trading on the Nasdaq Market under the symbol
“METXW” since May 27, 2020.
On
January 8, 2021, the Company successfully completed a tender offer for its warrants to purchase ordinary shares at a reduced exercise
price of $1.40. The offer expired at 11:59 p.m. Eastern time on January 5, 2021.
The
Company raised $6,192,286.80 in gross proceeds from the cash exercise of 4,423,062 warrants of the Company as part of the tender offer.
In addition, 2,629,812 warrants to purchase ordinary shares of the Company were validly tendered for cashless exercise, resulting in
the issuance of 1,364,512 ordinary shares of the Company.
The
Company offered its existing loyal warrant holders the opportunity to exercise their warrants at $1.40 from the initial warrant exercise
price at $11.50. Approximately 55.5% of the Company’s outstanding warrants were exercised in the tender offer.
Net
proceeds are anticipated to be approximately $5,730,000 after deducting information agent fees, placement agent fees and other offering
expenses and are expected to primarily be used for potential acquisitions and working capital and for general corporate purposes.
On
February 19, 2021, 336,001 warrants to purchase ordinary shares were validly tendered for cashless exercise, resulting in the issuance
of 336,001 ordinary shares. The exercise price of the warrants was $2.50 per share.
The
Company offered 40,000,000 ordinary shares, par value US$0.0001 per share, pursuant to the prospectus supplement and the accompanying
prospectus, at a purchase price of US$1.00 per share on May 21, 2021. Since the offering price per share of this offering was $1.00 per
share, which was lower than $2.50 per share, the exercise price for outstanding warrants was reduced to $1.00 upon closing of the offering
on May 21, 2021.
On
September 1, 2021, the Company offered 22,500,000 ordinary shares, par value US$0.0001 per share at a purchase price of US$0.30 per share.
The Company also offered 177,500,000 pre-funded warrants to purchase 177,500,000 ordinary shares, exercisable at an exercise price of
$0.0001 per share (the “Pre-funded Warrants”, each a “Pre-funded Warrant”), to those purchasers whose purchase
of ordinary shares in the offering would otherwise result in the purchaser, together with its affiliates and certain related parties,
beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding ordinary shares immediately
following the consummation of the offering. The purchase price of each Pre-funded Warrant is $0.2999, which equals the price per ordinary
share being sold to the public in that offering, minus $0.0001. The Pre-funded Warrants became immediately exercisable upon issuance
and may be exercised at any time until all of the Pre-funded Warrants are exercised in full.
Upon
effectiveness of the Reverse Split, each outstanding warrant of the Company became exercisable for 1/30 ordinary share of the Company,
and the exercise price of Company’s outstanding warrants was increased to US$9.00, adjusted from $0.30 prior to the Reverse Split
and representing the temporarily reduced price based on the Company’s Tender Offer Statement on Schedule TO, as amended and supplemented,
originally filed by the Company with the U.S. Securities and Exchange Commission on December 7, 2020 (the “Tender Offer”).
Based on the terms of the Tender Offer, following the date on which the closing price of the Company’s ordinary shares has been
equal to or greater than $90.00 per share for at least twenty (20) trading days during the preceding thirty (30) trading day period,
the exercise price of the Company’s outstanding warrants would be increased to US$345.00.
On
August 4, 2022, the Company offered 22,899,047 ordinary shares, par value US$0.003 per share, consisting of (a) 1,470,475 ordinary shares
issuable upon the exercise of pre-funded warrants (the “Pre-Funded Warrants”) and (b) 21,428,572 ordinary shares issuable
upon the exercise of investor warrants (the “Investor Warrants”). Each Pre-Funded Warrant is exercisable for $0.001 per ordinary
share and may be exercised at any time until all the Pre-Funded Warrants are exercised in full; and each Investor Warrant has an exercise
price of $0.70 per share, is exercisable on or after August 8, 2022 and will expire on August 9, 2027.
As
a result of the August 2022 offering, the exercise price of the Company’s public warrants was reduced to $0.70 per warrant. The
exercise price of the Company’s outstanding warrants will be reset to $345.00 per share on the date following which the closing
price of its ordinary shares has been equal to or greater than $90.00 per share for at least twenty (20) trading days during the preceding
thirty (30) trading day period, and such exercise price will no longer be subject to the “full-ratchet” anti-dilution protection.
| 14. | Related
party transactions |
In
addition to the related party information disclosed elsewhere in the consolidated financial statements, the Group entered into the following
material related party transactions.
Name
of party |
|
Relationship |
|
|
|
Mr.
Zhao Jishuang |
|
A major shareholder of the Company |
Mr.
Guo Yupeng |
|
A major shareholder of the Company |
Mr.
Peng Siguang |
|
A major shareholder of the Company |
Met
Chain Co.,Limited |
|
An associate company of the company |
| (a) | Major transactions with related parties |
| |
Years Ended December 31, | |
| |
2022 | | |
2023 | |
| |
USD’000 | | |
USD’000 | |
| |
| | |
| |
Advances from related parties | |
| | |
| |
- Mr. Guo Yupeng | |
| 290 | | |
| - | |
- Mr. Zhao Jishuang | |
| 1,469 | | |
| - | |
- Met Chain Co.,Limited | |
| 2,042 | | |
| - | |
Total | |
| 3,801 | | |
| - | |
| |
| | | |
| | |
Repayment of advances from related parties | |
| | | |
| | |
- Mr. Zhao Jishuang | |
| 1,485 | | |
| 2,455 | |
- Met Chain Co.,Limited | |
| | | |
| 228 | |
Total | |
| 1,485 | | |
| 2,683 | |
| (b) | Balances with related parties |
| |
As of December 31, | |
| |
2022 | | |
2023 | |
| |
USD’000 | | |
USD’000 | |
Amounts due to related parties | |
| | |
| |
Current | |
| | |
| |
- Mr. Guo Yupeng | |
| 290 | | |
| 290 | |
- Mr. Zhao Jishuang | |
| 4,407 | | |
| 1,952 | |
- Met Chain Co.,Limited | |
| 2,042 | | |
| 1,814 | |
Total | |
| 6,739 | | |
| 4,056 | |
| (i) | Advances
from/to these related parties are unsecured, interest free and repayable on demand. |
There
is no other restriction on use of proceeds generated by the Group’s subsidiaries to satisfy any obligations of the Company.
Capital commitments
The Company has commitment for capital expenditure totaling $4.79 million as of December 31, 2023. The commitment is
related to purchase miners.
The signing of the share subscription
agreement and the issuance of shares
On December 14, 2023, the Company has
entered into subscription agreements with three individual investors, for the issue and sale of 303,497 ordinary shares of the Company,
par value US$0.06 per share, for total gross proceeds of $1,014,286, or US$3.342 per share. The 303,497 shares of common stock were issued
on January 5, 2024.
Registration
Statements on Form S-8
The
Group filed with the U.S. Securities and Exchange Commission Registration Statements on Form S-8 January 19, 2024. This Registration
Statement on Form S-8 registers under the Securities Act an aggregate of 209,753 ordinary shares.
Acquisition
of Mining Facility in North Carolina
On
March 12, 2024, the Group has entered into a definitive agreement under which the Company will acquire a BTC mining facility located
in North Carolina, equipped with a stable power load of 10 megavolts (MV). The total consideration for BTC Digital’s acquisition amounts
to $3.4 million.
| (2) | Financial Statement Schedules |
All schedules are omitted because they are not applicable, not required,
or the information has been otherwise included in the Consolidated Financial Statements or Notes to Consolidated Financial Statements.
We hereby file as part of
this Report the exhibits listed in the attached Exhibit Index. Exhibits that are incorporated herein by reference can be inspected on
the SEC website at www.sec.gov.
Exhibit |
|
Description |
|
Incorporated by Reference |
|
|
|
|
|
Form |
|
File No. |
|
Exhibit |
|
Filing Date |
|
3 |
|
Certificate of Incorporation and Bylaws |
|
|
|
|
|
|
|
|
|
3.1 |
|
Amended and Restated Memorandum and Articles of the Company |
|
20-F |
|
001-39258 |
|
1.1 |
|
May 16, 2022 |
|
3.2* |
|
Secretary’s Certificates certifying the change of the Company’s name and the Share Consolidation |
|
|
|
|
|
|
|
|
|
4 |
|
Instruments Defining the Rights of Security Holders, Including Indenture. |
|
|
|
|
|
|
|
|
|
4.1* |
|
Description of Capital Stock |
|
|
|
|
|
|
|
|
|
4.2* |
|
Specimen Ordinary Shares Certificate, as currently effective |
|
|
|
|
|
|
|
|
|
4.3 |
|
Specimen
Warrant Certificate of the Company (Prior to Share Consolidation) |
|
F-4 |
|
333-235859 |
|
4.2 |
|
March 6, 2020 |
|
4.4 |
|
Specimen Unit Certificate of the Company (Prior to Share Consolidation) |
|
F-4 |
|
333-235859 |
|
4.3 |
|
March 6, 2020 |
|
4.5 |
|
Form of Amended and Restated Warrant Agreement between Continental Stock Transfer & Trust Company and the Company |
|
F-4 |
|
333-235859 |
|
4.8 |
|
March 6, 2020 |
|
4.6 |
|
Unit Purchase Option of Chardan Capital Markets, LLC |
|
F-4 |
|
333-235859 |
|
4.9 |
|
March 6, 2020 |
|
4.7 |
|
Unit Purchase Option of I-Bankers Securities, Inc. |
|
F-4 |
|
333-235859 |
|
4.10 |
|
March 6, 2020 |
|
4.8 |
|
Voting Agreement between the Company and EdtechX, and certain other parties thereto dated March 30, 2020 |
|
20-F |
|
001-39258 |
|
3.1 |
|
June 4, 2020 |
|
4.9 |
|
Registration Rights Agreement between the Company and Every Bridge Limited, dated March 30, 2020 |
|
20-F |
|
001-39258 |
|
4.18 |
|
June 4, 2020 |
|
4.10 |
|
Registration Rights Agreement between the Company and Xiamen ITG Education Group CO., LTD, dated March 30, 2020 |
|
20-F |
|
001-39258 |
|
4.20 |
|
June 4, 2020 |
|
4.11 |
|
Form of Amended and Restated Registration Rights Agreement between Holdco and the Investors party thereto |
|
F-4 |
|
333-235859 |
|
10.19 |
|
March 6, 2020 |
|
4.12 |
|
Registration Rights Agreement between the Company and Meten Shareholders, dated March 30, 2020 |
|
20-F |
|
001-39258 |
|
4.22 |
|
June 4, 2020 |
|
4.13 |
|
Specimen Ordinary Share Certificate of the Company (prior to Share Consolidation) |
|
20-F |
|
001-39258 |
|
2.4 |
|
May 16, 2022
|
|
10 |
|
Material Contracts |
|
|
|
|
|
|
|
|
|
10.1 |
|
The
ESOP Plan |
|
F-4 |
|
333-235859 |
|
10.1 |
|
March 6, 2020 |
|
10.2* |
|
Form of Indemnification Agreement with our directors and executive officers |
|
|
|
|
|
|
|
|
|
10.3* |
|
Form of Employment Agreement between the Company and its executive officers |
|
|
|
|
|
|
|
|
|
10.4 |
|
Joint Venture Agreement between the Company and certain individuals, dated December 20, 2021 |
|
6-K |
|
001-39258 |
|
10.1 |
|
December 22, 2021 |
|
10.5 |
|
Strategic Cooperation Agreement between the Company and AGM Group Holdings Inc., dated October 26, 2021 |
|
20-F |
|
001-39258 |
|
4.22 |
|
May 16, 2022 |
|
10.6 |
|
Hosting Agreement entered into by and between Exponential Digital, Inc. and Meten Service USA Corp., dated January 11, 2022 |
|
20-F |
|
001-39258 |
|
4.10 |
|
March 15, 2023 |
|
10.7 |
|
English Translation of the Mining Machine Rental Agreement entered into by and between Meten Holding Group Ltd. and Lobo Group Limited, dated October 4, 2022 |
|
20-F |
|
001-39258 |
|
4.11 |
|
March 15, 2023 |
|
10.8 |
|
Loan and Security Agreement by and between Meten Holding Group Ltd. and JM DIGITAL INC., dated October 1, 2022 |
|
20-F |
|
001-39258 |
|
4.12 |
|
March 15, 2023 |
|
10.9* |
|
Sales and Purchase Agreement Between BITMAIN TECHNOLOGIES DELAWARE LIMITED and Meten Block Chain LLC |
|
|
|
|
|
|
|
|
|
10.10 |
|
English Translation of the Asset Transfer Agreement entered into by and among Meten Holding Group Ltd., Jianyu Guo and Tianying Zheng, dated June 7, 2023 |
|
6-K |
|
001-39258 |
|
10.1 |
|
June 8, 2023 |
|
10.11 |
|
English Translation of Amendment No. 1 to the Asset Transfer Agreement entered into by and among Meten Holding Group Ltd., Jianyu Guo and Tianying Zheng, dated July 10, 2023 |
|
6-K |
|
001-39258 |
|
10.1 |
|
July 14, 2023 |
|
10.12 |
|
Subscription Agreement entered into by and between the Company and FU Qinyun, dated August 1, 2023 |
|
6-K |
|
001-39258 |
|
10.1 |
|
August 7, 2023 |
|
10.13 |
|
Subscription Agreement entered into by and between the Company and Future Satoshi Ltd., dated August 1, 2023 |
|
6-K |
|
001-39258 |
|
10.2 |
|
August 7, 2023 |
|
10.14 |
|
Form of Subscription Agreement |
|
6-K |
|
001-39258 |
|
10.1 |
|
December 26, 2023 |
|
10.15* |
|
English Translation of Asset Purchase Agreement dated October 5, 2023 |
|
|
|
|
|
|
|
|
|
14.1* |
|
Code of Ethics |
|
|
|
|
|
|
|
|
|
19.1* |
|
Insider Trading Policies and Procedures |
|
|
|
|
|
|
|
|
|
21.1* |
|
Subsidiaries of the Registrant |
|
|
|
|
|
|
|
|
|
23.1* |
|
Consent of Audit Alliance LLP |
|
|
|
|
|
|
|
|
|
24.1* |
|
Power of Attorney (included on the Signature Page) |
|
|
|
|
|
|
|
|
|
31.1** |
|
Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
|
|
|
31.2** |
|
Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
|
|
|
32.1** |
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 |
|
|
|
|
|
|
|
|
|
32.2** |
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 |
|
|
|
|
|
|
|
|
|
97.1* |
|
Policy Relating to Recovery of Erroneously Awarded Compensation |
|
|
|
|
|
|
|
|
|
101.INS |
|
Inline XBRL Instance Document. |
101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document. |
101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
104 |
|
Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101). |
ITEM 16. Form 10-K Summary.
None.
SIGNATURES
Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized.
April 15, 2024 |
BTC Digital Ltd. |
|
|
|
By: |
/s/ Siguang
Peng |
|
|
Siguang Peng |
|
|
Chief Executive Officer |
Pursuant to the requirements
of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Siguang
Peng |
|
Chief Executive Officer and Director |
|
April 15, 2024 |
Siguang Peng |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Yupeng Guo |
|
Acting Chief Financial Officer and Director |
|
April 15, 2024 |
Yupeng Guo |
|
(Principal Financial and Accounting Officer) |
|
|
|
|
|
|
|
/s/ Xu Peng |
|
Chairman of the Board and Director |
|
April 15, 2024 |
Xu Peng |
|
|
|
|
|
|
|
|
|
/s/ Ye Ren |
|
Director |
|
April 15, 2024 |
Ye Ren |
|
|
|
|
|
|
|
|
|
/s/ Zhiyi Xie |
|
Director |
|
April 15, 2024 |
Zhiyi Xie |
|
|
|
|
|
|
|
/s/ Yuejun Jiang |
|
Director |
|
April 15, 2024 |
Yuejun Jiang |
|
|
|
|
63
00-0000000
2824000
5637000
4670000
false
FY
0001796514
0001796514
2023-01-01
2023-12-31
0001796514
btct:OrdinarySharesParValue006PerShareMember
2023-01-01
2023-12-31
0001796514
btct:WarrantsEachExercisableFor1600OrdinarySharesMember
2023-01-01
2023-12-31
0001796514
2023-06-30
0001796514
2023-12-31
0001796514
2022-12-31
0001796514
us-gaap:RelatedPartyMember
2022-12-31
0001796514
us-gaap:RelatedPartyMember
2023-12-31
0001796514
2022-01-01
2022-12-31
0001796514
us-gaap:CommonStockMember
2021-12-31
0001796514
us-gaap:AdditionalPaidInCapitalMember
2021-12-31
0001796514
us-gaap:RetainedEarningsMember
2021-12-31
0001796514
us-gaap:ParentMember
2021-12-31
0001796514
us-gaap:NoncontrollingInterestMember
2021-12-31
0001796514
2021-12-31
0001796514
us-gaap:CommonStockMember
2022-01-01
2022-12-31
0001796514
us-gaap:AdditionalPaidInCapitalMember
2022-01-01
2022-12-31
0001796514
us-gaap:RetainedEarningsMember
2022-01-01
2022-12-31
0001796514
us-gaap:ParentMember
2022-01-01
2022-12-31
0001796514
us-gaap:NoncontrollingInterestMember
2022-01-01
2022-12-31
0001796514
us-gaap:CommonStockMember
2022-12-31
0001796514
us-gaap:AdditionalPaidInCapitalMember
2022-12-31
0001796514
us-gaap:RetainedEarningsMember
2022-12-31
0001796514
us-gaap:ParentMember
2022-12-31
0001796514
us-gaap:NoncontrollingInterestMember
2022-12-31
0001796514
us-gaap:CommonStockMember
2023-01-01
2023-12-31
0001796514
us-gaap:AdditionalPaidInCapitalMember
2023-01-01
2023-12-31
0001796514
us-gaap:RetainedEarningsMember
2023-01-01
2023-12-31
0001796514
us-gaap:ParentMember
2023-01-01
2023-12-31
0001796514
us-gaap:NoncontrollingInterestMember
2023-01-01
2023-12-31
0001796514
us-gaap:CommonStockMember
2023-12-31
0001796514
us-gaap:AdditionalPaidInCapitalMember
2023-12-31
0001796514
us-gaap:RetainedEarningsMember
2023-12-31
0001796514
us-gaap:ParentMember
2023-12-31
0001796514
us-gaap:NoncontrollingInterestMember
2023-12-31
0001796514
2023-10-01
2023-12-31
0001796514
btct:OrganizationAndGeneralMember
2023-12-31
0001796514
btct:RichardFearMember
2023-12-31
0001796514
btct:MetenInternationalMember
2023-01-01
2023-12-31
0001796514
btct:EdtechXMember
2023-12-31
0001796514
2017-12-18
2017-12-18
0001796514
btct:MetenInternationalEducationGroupMember
2023-01-01
2023-12-31
0001796514
btct:MetenInternationalEducationGroupMember
2023-12-31
0001796514
btct:MetenEducationInvestmentLimitedMetenBVIMember
2023-01-01
2023-12-31
0001796514
btct:MetenEducationInvestmentLimitedMetenBVIMember
2023-12-31
0001796514
btct:LikeshuoEducationInvestmentLimitedLikeshuoBVIMember
2023-01-01
2023-12-31
0001796514
btct:LikeshuoEducationInvestmentLimitedLikeshuoBVIMember
2023-12-31
0001796514
btct:MetenEducationHongKongLimitedMetenHKMember
2023-01-01
2023-12-31
0001796514
btct:MetenEducationHongKongLimitedMetenHKMember
2023-12-31
0001796514
btct:LikeshuoEducationHongKongLimitedLikeshuoHKMember
2023-01-01
2023-12-31
0001796514
btct:LikeshuoEducationHongKongLimitedLikeshuoHKMember
2023-12-31
0001796514
btct:MetaPathInvestingHoldingCompanyMember
2023-01-01
2023-12-31
0001796514
btct:MetaPathInvestingHoldingCompanyMember
2023-12-31
0001796514
btct:MetChainInvestingHoldingCompanyLtdMember
2023-01-01
2023-12-31
0001796514
btct:MetChainInvestingHoldingCompanyLtdMember
2023-12-31
0001796514
btct:METENBLOCKCHAINLLCMember
2023-01-01
2023-12-31
0001796514
btct:METENBLOCKCHAINLLCMember
2023-12-31
0001796514
btct:MetenServiceUSACorpMember
2023-01-01
2023-12-31
0001796514
btct:MetenServiceUSACorpMember
2023-12-31
0001796514
srt:MinimumMember
btct:EquityMethodInvestments1Member
2023-12-31
0001796514
srt:MaximumMember
btct:EquityMethodInvestments1Member
2023-12-31
0001796514
us-gaap:MineDevelopmentMember
2023-12-31
0001796514
2022-11-22
0001796514
us-gaap:SegmentDiscontinuedOperationsMember
2022-11-22
0001796514
us-gaap:SegmentDiscontinuedOperationsMember
2022-11-22
2022-11-22
0001796514
us-gaap:SegmentDiscontinuedOperationsMember
2021-12-31
0001796514
btct:EnglishLanguageTrainingELTMember
2020-01-01
2020-12-31
0001796514
btct:EnglishLanguageTrainingELTMember
2021-01-01
2021-12-31
0001796514
btct:EnglishLanguageTrainingELTMember
2022-01-01
2022-12-31
0001796514
btct:BTCMember
2022-12-31
0001796514
btct:BTCMember
2023-12-31
0001796514
btct:MetChainCoLimitedMember
2021-12-31
0001796514
btct:MetChainCoLimitedMember
2022-11-30
0001796514
us-gaap:CommonStockMember
2022-11-30
0001796514
2022-11-01
2022-11-30
0001796514
btct:MetChainCoLimitedMember
2022-12-31
0001796514
country:HK
2023-01-01
2023-12-31
0001796514
us-gaap:NotesPayableOtherPayablesMember
2022-09-25
2022-10-01
0001796514
us-gaap:NotesPayableOtherPayablesMember
2022-10-01
0001796514
us-gaap:NotesPayableOtherPayablesMember
2023-12-31
0001796514
us-gaap:AssetPledgedAsCollateralWithoutRightMember
2023-12-31
0001796514
us-gaap:NotesPayableOtherPayablesMember
2023-01-01
2023-12-31
0001796514
btct:LikeshuoEducationHongKongLimitedLikeshuoHKMember
2023-01-01
2023-12-31
0001796514
us-gaap:CommonStockMember
2019-09-27
0001796514
2018-07-10
0001796514
btct:MetenInternationalMember
2018-07-10
2018-07-10
0001796514
btct:MetenInternationalMember
2018-07-10
0001796514
btct:MetenInternationalMember
2018-12-31
0001796514
us-gaap:CommonStockMember
2018-12-31
0001796514
2018-12-31
0001796514
btct:MergerAgreementMember
2020-03-30
0001796514
2020-03-30
2020-03-30
0001796514
btct:EdtechXMember
2020-03-30
0001796514
2020-02-28
0001796514
2020-03-19
0001796514
2020-03-26
0001796514
2020-03-30
0001796514
2020-04-14
0001796514
2020-05-30
0001796514
2021-01-04
0001796514
us-gaap:CommonStockMember
2021-05-21
0001796514
2021-09-01
0001796514
us-gaap:CommonStockMember
2021-09-01
0001796514
2021-11-09
0001796514
us-gaap:CommonStockMember
2021-11-09
0001796514
us-gaap:CommonStockMember
2022-05-04
0001796514
srt:MinimumMember
2022-06-29
0001796514
srt:MinimumMember
us-gaap:CommonStockMember
2022-06-29
0001796514
srt:MaximumMember
2022-06-29
0001796514
srt:MaximumMember
us-gaap:CommonStockMember
2022-06-29
0001796514
2022-08-04
0001796514
us-gaap:CommonStockMember
2022-08-04
0001796514
2022-11-10
0001796514
us-gaap:CommonStockMember
2022-11-10
0001796514
btct:JointVentureMember
2022-11-10
0001796514
btct:IndividualInvestorMember
2023-07-14
0001796514
btct:IndividualInvestorMember
2023-08-07
0001796514
2023-08-07
2023-08-07
0001796514
2023-08-07
0001796514
2023-08-23
0001796514
btct:AssetPurchaseAgreementMember
2023-10-26
0001796514
btct:ThreeIndividualInvestorsMember
2023-12-14
0001796514
btct:ThreeIndividualInvestorsMember
2023-12-14
2023-12-14
0001796514
2020-12-31
0001796514
us-gaap:WarrantMember
2021-01-08
2021-01-08
0001796514
us-gaap:WarrantMember
2023-01-01
2023-12-31
0001796514
2021-02-19
2021-02-19
0001796514
us-gaap:WarrantMember
2021-02-19
0001796514
2021-02-19
0001796514
us-gaap:WarrantMember
2021-05-21
0001796514
srt:MinimumMember
2021-05-21
0001796514
srt:MaximumMember
2021-05-21
0001796514
us-gaap:WarrantMember
2021-05-21
2021-05-21
0001796514
2022-08-31
2022-08-31
0001796514
us-gaap:CommonStockMember
2022-08-31
0001796514
btct:MrZhaoJishuangMember
2023-01-01
2023-12-31
0001796514
btct:MrGuoYupengMember
2023-01-01
2023-12-31
0001796514
btct:MrPengSiguangMember
2023-01-01
2023-12-31
0001796514
btct:MetChainCoLimitedMember
2023-01-01
2023-12-31
0001796514
btct:MrGuoYupengMember
2022-12-31
0001796514
btct:MrGuoYupengMember
2023-12-31
0001796514
btct:MrZhaoJishuangMember
2022-12-31
0001796514
btct:MrZhaoJishuangMember
2023-12-31
0001796514
btct:MetChainCoLimitedMember
2022-12-31
0001796514
btct:MetChainCoLimitedMember
2023-12-31
0001796514
btct:MrZhaoJishuangMember
2022-01-01
2022-12-31
0001796514
btct:MetChainCoLimitedMemberOneMember
2023-01-01
2023-12-31
0001796514
2023-12-14
2023-12-14
0001796514
2023-12-14
0001796514
us-gaap:SubsequentEventMember
2024-01-05
0001796514
srt:ScenarioForecastMember
2024-03-12
2024-03-12
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
iso4217:CNY
xbrli:shares
iso4217:CNY
xbrli:pure
iso4217:HKD
iso4217:HKD
xbrli:shares
Exhibit
3.2
SECRETARY’S
CERTIFICATE
OF
Meten
Holding Group Ltd.
Cricket
Square, Hutchins Drive
P.O.
Box 2681
Grand
Cayman KY1-1111
Cayman Islands
We,
Conyers Trust Company (Cayman) Limited, Secretary of Meten Holding Group Ltd. (the “Company”), DO HEREBY CERTIFY
that the following is a Special Resolution passed by the Members of the Company at the Annual General Meeting held on 10th
August 2023, and that such resolution has not been modified.
Special
Resolution
“IT
IS HEREBY RESOLVED, as a special resolution, that the name of the Company be and is hereby changed from “Meten Holding Group
Ltd.” to “BTC Digital Ltd.”
/s/ Charlotte Cloete |
Charlotte Cloete |
for and on behalf of |
Conyers Trust Company (Cayman) Limited Secretary |
Dated
this 11th day of August 2023
|
www.verify.gov.ky File#: 355912 |
|
SECRETARY’S
CERTIFICATE
OF
BTC
Digital Ltd.
Cricket
Square, Hutchins Drive
P.O.
Box 2681
Grand
Cayman KY1-1111
Cayman Islands
We,
Conyers Trust Company (Cayman) Limited, Secretary of BTC Digital Ltd. (the “Company”), DO HEREBY CERTIFY that
the following is an Ordinary Resolution passed by the members of the Company at the Annual General Meeting held on 10th
August 2023, which became effective at 5:00 p.m. Cayman Islands time on 23rd August 2023, and that such resolution has
not been modified.
Ordinary
Resolution
“IT
IS HEREBY RESOLVED, as an ordinary resolution, that:
| (A) | the 500,000,000 issued and
unissued ordinary shares of par value of US$0.003 each in the capital of the Company be and are hereby consolidated into 25,000,000
ordinary shares of nominal or par value of US$0.06 each, with such Share Consolidation to be effective on such date as determined by
the Board of Directors, which date must be on or before September 11, 2023 and such date shall be announced by the Company (the
“Effective Date”); and |
| (B) | at
the Effective Date, the authorized share capital of the Company shall be US$l,500,000, divided into 25,000,000 ordinary shares of a nominal
or par value of US$0.06 each.” |
/s/ Rowan
Wu
|
Rowan Wu |
for and on behalf of |
Conyers Trust Company (Cayman) Limited Secretary |
Dated
this 24th day of August 2023
|
www.verify.gov.ky File#: 355912 |
|
Exhibit 4.1
Description of rights of each class of securities
registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”)
Ordinary shares of BTC Digital
Ltd. (“we,” “our,” “our company,” or “us”) are listed and traded on the Nasdaq Capital
Market under the ticker symbol “BTCT” and are registered under Section 12(b) of the Exchange Act. In addition, our warrants
are quoted on the Nasdaq Capital Market under the ticker symbol “BTCTW.” This exhibit contains a description of the rights
of the holders of ordinary shares and warrants.
Description of Ordinary Shares
The following is a summary
of material provisions of our currently effective amended and restated memorandum and articles of association (the “Memorandum and
Articles of Association”), as well as the Companies Act (As Amended) of the Cayman Islands (the “Companies Act”) insofar
as they relate to the material terms of our ordinary shares. Notwithstanding this, because it is a summary, it may not contain all the
information that you may otherwise deem important. For more complete information, you should read the entire Amended and Restated Memorandum
and Articles of Association, which has been filed as Exhibit 3.1 to our annual report on Form 10-K filed in April 2024 (the “2024
Form 10-K”).
Type and Class of Securities
Each ordinary share has a
par value of US$0.06 each. The number of ordinary shares that have been issued as of the last day of the financial year ended December
31, 2023 is provided on the cover of the 2024 Form 10-K. Our ordinary shares may be held in either certificated or uncertificated form.
Preemptive Rights
The ordinary shares are not
subject to any pre-emptive or similar rights under the Companies Act or pursuant to the Memorandum and Articles of Association.
Limitations or Qualifications
Each ordinary share entitles
the holder thereof to one vote on all matters subject to the vote at general meetings of our company, voting together as one class.
Rights of Other Types of Securities
Not applicable.
Rights of ordinary shares
Ordinary Shares
Our authorized share capital
is US$1,500,000 divided into 25,000,000 Ordinary Shares, par value $0.06 per share. All of our issued and outstanding Ordinary Shares
are fully paid and non-assessable. Shareholders who are non-residents of the Cayman Islands may freely hold and transfer their
ordinary shares.
Dividends
The holders of our ordinary
shares are entitled to such dividends as may be declared by our board of directors or declared by our shareholders by ordinary resolution
(provided that no dividend may be declared by our shareholders which exceeds the amount recommended by our directors). Our Memorandum
and Articles of Association provide that dividends may be declared and paid out of funds of our Company lawfully available therefor. Dividends
may also be declared and paid out of share premium account or any other fund or account which can be authorized for this purpose in accordance
with the Companies Act.
Voting Rights
In respect of all matters
subject to a shareholders’ vote, holders of ordinary shares shall, at all times, vote together as one class on all matters submitted
to a vote by the members at any such general meeting. Each ordinary share shall be entitled to one vote on all matters subject to the
vote at our general meetings. Voting at any meeting of shareholders is by show of hands unless a poll is demanded. A poll may be demanded
by the chairman of such meeting or any one or more shareholders representing not less than 10% of the total voting rights of all the shareholders
present in person or by proxy entitled to vote at the meeting.
An ordinary resolution to
be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the ordinary shares
cast at a meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes cast attaching
to the outstanding ordinary shares at a meeting and includes a unanimous written resolution. A special resolution will be required for
important matters such as a change of name, reducing the share capital or making changes to our Memorandum and Articles of Association to
be in effect.
Transfer of Ordinary Shares
The instrument of transfer
of any ordinary share shall be in writing and in any usual or common form or in a form prescribed by Nasdaq or such other form approved
by our board of directors and be executed by or on behalf of the transferor or, if the transferor or transferee is a clearing house or
a central depository house or its nominee(s), by hand or by electronic machine imprinted signature or by such other manner of execution
as the Board may approve from time to time.
The instrument of transfer
shall be executed by or on behalf of the transferor and the transferee provided that our board of directors may dispense with the execution
of the instrument of transfer by the transferee in any case which it thinks fit in its discretion to do so.
Our board of directors may,
in its absolute discretion, and without giving any reason therefore, decline to register any transfer of any ordinary share that has not
been fully paid up, issued under any share incentive plan for employees upon which a restriction on transfer still subsists, or is subject
to a company lien. Our board of directors may also decline to register any transfer of such ordinary share unless:
|
(a) |
a fee of such maximum sum as Nasdaq may determine to be payable or such lesser sum as our board of directors may from time to time require is paid to us in respect thereof; |
|
|
|
|
(b) |
the instrument of transfer is in respect of only one class of shares; |
|
|
|
|
(c) |
the instrument of transfer is lodged at the registered office or such other place at which the our register of members is kept in accordance with the accompanied by any relevant share certificate(s) and/or such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do); and |
|
|
|
|
(d) |
if applicable, the instrument of transfer is duly and properly stamped. |
If our board of directors
refuses to register a transfer, it shall, within three months after the date on which the instrument of transfer was lodged with us, to
send to each of the transferor and the transferee notice of such refusal.
The registration of transfers
may, after compliance with any notice requirement of Nasdaq, be suspended and our register of members closed at such times and for such
periods (not exceeding in the whole thirty (30) days in any year) as our board of directors may from time to time determine.
Liquidation
On the winding up of our company,
if the assets available for distribution among our shareholders shall be more than sufficient to repay the whole of the share capital
at the commencement of the winding up, the surplus shall be distributed among our shareholders in proportion to the capital paid up, or
which ought to have been paid up, at the commencement of the winding up, on the shares held by them respectively. If in a winding up the
assets available for distribution amongst the shareholders shall be more than sufficient to repay the whole of the capital paid up at
the commencement of the winding up, the excess shall be distributed pari passu amongst the shareholders in proportion to the capital paid
up, or which ought to have been paid up, at the commencement of the winding up on the shares held by them respectively.
Calls on Ordinary Shares and Forfeiture of Ordinary Shares
Our board of directors may
from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares in a notice served to such shareholders
at least 14 clear days in advance. The notice shall name a further day on or before which the payment required by the notice is to be
made and where the payment is required to be made to.
If a call remains unpaid after
it has become due and payable our board of directors may give to such shareholder a 14 clear days’ notice:
|
(a) |
requiring payment of the unpaid together with any interest which may have accrued and which may still accrue up to the date of actual payment; and |
|
(b) |
stating that if such notice is not complied with the shares on which the call was made will be liable to be forfeited. |
If the requirements of any
such notice are not complied with, any share in respect of which such notice has been given any at any time thereafter, before payment
of all calls and interest due in respect thereof has been made, be forfeited by a resolution of our board of directors to that effect,
and such forfeiture shall include all dividends and bonuses declared in respect of the forfeited share but not actually paid before the
forfeiture.
Requirements to Change the Rights of Holders of Ordinary Shares
Variations of Rights of Shares
Whenever our capital is divided
into different classes of shares, the rights attaching to any class of share (unless otherwise provided by the terms of issue of the shares
of that class) may be varied with the consent in writing of the holders of not less than two-thirds of the issued shares of that
class or with the sanction of a special resolution passed by at least a two-thirds majority of the holders of the shares of that class.
The necessary quorum shall be one or more persons holding or representing by proxy at least one-third of the voting power of the issued
shares of the relevant class (but so that if at any adjourned meeting of such holders a quorum as above defined is not present, those
shareholders who are present shall form a quorum).
Unless the terms on which
a class of shares was issued state otherwise, the rights conferred on the shareholder holding shares of any class shall not be deemed
to be varied by the creation or issue of further shares ranking pari passu with the existing shares of that class or subsequent to them
or the redemption or purchase of any shares of any class by our company.
Limitations on the Rights to Own Ordinary Shares
There are no limitations under
the laws of the Cayman Islands or under our Memorandum and Articles of Association that limit the right of non-resident or foreign owners
to hold or vote ordinary shares.
Provisions Affecting Any Change of Control
Anti-Takeover Provisions. Some
provisions of our Memorandum and Articles of Association may discourage, delay or prevent a change of control of our company
or management that shareholders may consider favorable, including provisions that authorize our board of directors to issue preference
shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preference shares without
any further vote or action by our shareholders.
However, under Cayman Islands
law, our directors may only exercise the rights and powers granted to them under our Memorandum and Articles of Association for a proper
purpose and for what they believe in good faith to be in the best interests of our company.
Ownership Threshold
There are no provisions under
the Companies Act or under the Memorandum and Articles of Association that govern the ownership threshold above which shareholder ownership
must be disclosed.
Differences Between the Law of Different Jurisdictions
The Companies Act is modelled
after that of England and Wales but does not follow recent statutory enactments in England. In addition, the Companies Act differs from
laws applicable to United States corporations and their shareholders. Set forth below is a summary of the significant differences between
the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in the State of Delaware.
Mergers and Similar Arrangements
A merger of two or more constituent
companies under Cayman Islands law requires a plan of merger or consolidation to be approved by the directors of each constituent company
and authorization by a special resolution of the members of each constituent company.
A merger between a Cayman
parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders. For this purpose
a subsidiary is a company of which at least ninety percent (90%) of the issued shares entitled to vote are owned by the parent company.
The consent of each holder
of a fixed or floating security interest over a constituent company is required unless this requirement is waived by a court in the Cayman
Islands.
Save in certain circumstances,
a dissentient shareholder of a Cayman constituent company is entitled to payment of the fair value of his shares upon dissenting to a
merger or consolidation. The exercise of appraisal rights will preclude the exercise of any other rights save for the right to seek relief
on the grounds that the merger or consolidation is void or unlawful.
In addition, there are statutory
provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement is approved by a majority in
number of each class of shareholders and creditors with whom the arrangement is to be made, and who must, in addition, represent three-fourths
in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy
at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned
by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction
ought not to be approved, the court can be expected to approve the arrangement if it determines that:
| ● | the
statutory provisions as to the required majority vote have been met; |
| ● | the
shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion
of the minority to promote interests adverse to those of the class; |
| ● | the
arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest;
and the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act. |
When a takeover offer is made
and accepted by holders of 90% of the shares within four months, the offeror may, within a two-month period commencing on the expiration
of such four month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection
can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved
unless there is evidence of fraud, bad faith or collusion.
If an arrangement and reconstruction
is thus approved, the dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be
available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined
value of the shares.
Shareholders’ Suits
In principle, we will normally
be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English
authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, there are exceptions to the foregoing principle,
including when:
| ● | a
company acts or proposes to act illegally or ultra vires; |
| ● | the
act complained of, although not ultra vires, could only be effected duly if authorized by more than a simple majority vote that has not
been obtained; and |
| ● | those
who control the company are perpetrating a “fraud on the minority.” |
Indemnification of Directors and Executive Officers and Limitation
of Liability
Cayman Islands law does not
limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except
to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification
against civil fraud or the consequences of committing a crime. Our Memorandum and Articles of Association permit indemnification of officers
and directors for losses, damages, costs and expenses incurred in their capacities as such unless such losses or damages arise from dishonesty
or fraud which may attach to such directors or officers. This standard of conduct is generally the same as permitted under the Delaware
General Corporation Law for a Delaware corporation. In addition, we intend to enter into indemnification agreements with our directors
and senior executive officers that will provide such persons with additional indemnification beyond that provided in our Memorandum and
Articles of Association.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing
provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
Anti-Takeover Provisions in our Memorandum and Articles of Association
Some provisions of our Memorandum
and Articles of Association may discourage, delay or prevent a change in control of our company or management that shareholders may consider
favourable, including provisions that authorize our board of directors to issue preferred shares in one or more series and to designate
the price, rights, preferences, privileges and restrictions of such preferred shares without any further vote or action by our shareholders.
However, under Cayman Islands
law, our directors may only exercise the rights and powers granted to them under our Memorandum and Articles of Association, as amended
and restated from time to time, for what they believe in good faith to be in the best interests of our company.
Directors’ Fiduciary Duties
Under Delaware corporate law,
a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty
of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent
person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all
material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner
he or she reasonably believes to be in the best interests of the corporation. He or she must not use his or her corporate position for
personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and
its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders
generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief
that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach
of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural
fairness of the transaction, and that the transaction was of fair value to the corporation.
As a matter of Cayman Islands
law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered
that he owes the following duties to the company—a duty to act bona fide in the best interests of the company,
a duty not to make a profit based on his or her position as director (unless the company permits him to do so) and a duty not to put himself
in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third party. A director
of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that a director need not
exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her
knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required
skill and care and these authorities are likely to be followed in the Cayman Islands.
Shareholder Action by Written Consent
Under the Delaware General
Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation.
Our Memorandum and Articles of Association provide that shareholders may not approve corporate matters by way of a unanimous written resolution
signed by or on behalf of each shareholder who would have been entitled to vote on such matter at a general meeting without a meeting
being held.
Shareholder Proposals
Under the Delaware General
Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with
the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized
to do so in the governing documents, but shareholders may be precluded from calling special meetings.
As an exempted Cayman Islands
company, we are not obliged by law to call shareholders’ annual general meetings or allow our shareholders to requisition a shareholders’
meeting. Our Memorandum and Articles of Association allow our shareholders to requisition shareholders’ meetings.
Cumulative Voting
Under the Delaware General
Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation
specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors
since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases
the shareholder’s voting power with respect to electing such director. As permitted under Cayman Islands law, our Memorandum and
Articles of Association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights
on this issue than shareholders of a Delaware corporation.
Removal of Directors
Under the Delaware General
Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of
the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise.
Under our Memorandum and Articles
of Association, directors may be removed by an ordinary resolution of shareholders.
Transactions with Interested Shareholders
The Delaware General Corporation
Law contains a business combination statute applicable to Delaware corporations whereby, unless the corporation has specifically elected
not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business
combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder.
An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’s outstanding voting
stock within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the
target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on
which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction
which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate
the terms of any acquisition transaction with the target’s board of directors.
Cayman Islands law has no
comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute.
However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide
that such transactions must be entered into bona fide in the best interests of the company and for a proper corporate
purpose and not with the effect of constituting a fraud on the minority shareholders.
Dissolution; Winding Up
Under the Delaware General
Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding
100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by
a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate
of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. Under Cayman Islands law,
a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the
company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding
up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.
Under the Companies Act and
our Memorandum and Articles of Association, our company may be dissolved, liquidated or wound up by the vote of holders of two-thirds
of our shares voting at a meeting
Variation of Rights of Shares
Under the Delaware General
Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such
class, unless the certificate of incorporation provides otherwise. Under Cayman Islands law and our Memorandum and Articles of Association,
if our share capital is divided into more than one class of shares, we may vary the rights attached to any class only with the sanction
of a special resolution passed at a general meeting of the holders of the shares of that class.
Amendment of Governing Documents
Under the Delaware General
Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled
to vote, unless the certificate of incorporation provides otherwise. As permitted by Cayman Islands law, our Memorandum and Articles of
Association may only be amended by a special resolution of shareholders.
Rights of Non-Resident or Foreign Shareholders
There are no limitations imposed
by our Memorandum and Articles of Association on the rights of non-resident or foreign shareholders to hold or exercise voting rights
on our shares. In addition, there are no provisions in our Memorandum and Articles of Association governing the ownership threshold above
which shareholder ownership must be disclosed.
Directors’ Power to Issue Shares
Subject to applicable law,
our board of directors is empowered to issue or allot shares or grant options and warrants with or without preferred, deferred, qualified
or other special rights or restrictions.
Changes in Capital
We may from time to time by ordinary resolution:
| ● | increase
the share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe; |
|
● |
consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares; |
|
|
|
|
● |
divide the shares into several classes and without prejudice to any special rights previously conferred on the holders of existing shares attach thereto respectively any preferential, deferred, qualified or special rights, privileges, conditions or such restrictions which in the absence of any such determination by our shareholders, as the board of directors may determine; |
|
● |
sub-divide our existing shares, or any of them into shares of a smaller amount than that fixed by the our Memorandum of Association; and |
|
|
|
|
● |
cancel any shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the ordinary shares so cancelled. |
We may by special resolution,
subject to any confirmation or consent required by the Companies Act, reduce our share capital or any capital redemption reserve in any
manner permitted by law.
Debt Securities
Not applicable.
Warrants and Rights
As of December 31, 2023, we
had 5,316,025 warrants issued and outstanding.
Exercise Price and Exercise Price Adjustment
The exercise price and number
of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend,
or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of ordinary shares
at a price below its exercise price.
Currently, each warrant is
exercisable to purchase 1/600 ordinary share at an exercise price of $0.01 per share.
Duration of Warrants
The warrants may be exercised
any time and from time to time beginning on March 30, 2020 until the earlier of March 30, 2025 or the date on which we elect to redeem
all of our warrants.
Exercise of Warrants
The warrants may be exercised
upon the surrender of the certificate evidencing such warrant on or before the expiration date at the offices of the warrant agent, Continental
Stock Transfer & Trust Company, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth
in the warrants, duly executed, accompanied by full payment of the exercise price, by certified or official bank check payable to us,
for the number of warrants being exercised.
Redemption
We may redeem the outstanding
warrants in whole and not in part, at a price of $0.01 per warrant, upon not less than 30 days’ prior written notice of redemption
(the “30-day redemption period”) to each warrant holder, and if, and only if, the reported last sale price of the ordinary
shares (or the closing bid price of ordinary shares in the event the ordinary shares are not traded on any specific day) equals or exceeds
$495.00 per share, subject to adjustment, for any 20 trading days within a 30 trading day period ending three business days before the
redemption notice is sent to the warrant holders. We will not redeem the warrants unless an effective registration statement covering
the ordinary shares issuable upon exercise of the warrants is current and available throughout the 30-day redemption period.
If we call the warrants for
redemption as described above, we will have the option to require all holders that wish to exercise warrants to do so on a “cashless
basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of ordinary shares
equal to the quotient obtained by dividing (x) the product of the number of ordinary shares 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.
In this case, the “fair market value” shall mean the average reported last sale price of the ordinary shares 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.
Registration of our Ordinary Shares
No warrants will be exercisable
for cash unless we have an effective and current registration statement covering the ordinary shares issuable upon exercise of the warrants
and a current prospectus relating to such ordinary shares is available, and such shares are registered, qualified or exempt from registration
under the securities laws of the state of residence of the holder. If we during any period fail to have maintained an effective registration
statement covering the our ordinary shares issuable upon exercise of the warrants, the warrant holders shall have the right to exercise
such warrants on a “cashless basis.”
Tender Offer to Exercise Warrants
As of November 30, 2020, we
had outstanding 12,705,000 warrants to purchase 12,705,000 ordinary shares. On December 7, 2020, we filed a tender offer statement on
Schedule TO, as amended (File number: 005-91479) in relation to our offer to the holders of outstanding warrants to purchase 12,705,000
ordinary shares, each with an exercise price of $11.50 per share, the opportunity to exercise the warrants at a temporarily reduced price
of $1.40 per ordinary share. The tender offer for warrants terminated on January 5, 2021. Upon completion of the offer to exercise, 4,423,062
warrants had been validly tendered for cash exercise. In addition, 2,629,812 warrants had been validly tendered for cashless exercise,
resulting in the issuance of 1,364,512 ordinary shares. Accordingly, we issued an aggregate of 5,787,574 ordinary shares in this offer
to exercise. Following the issuance of ordinary shares, we had 5,652,126 warrants outstanding.
Effective January 6, 2021,
we temporarily reduced the exercise price of all outstanding warrants to $2.50 per share, and has added a “full-ratchet” anti-dilution
protection with respect to subsequent equity sales in which any person will be entitled to acquire ordinary shares at an effective price
per share that is lower than the then exercise price of the warrants, subject to customary exceptions (the “Temporary Reduction
Period”). As a result of our offering of 40,000,000 ordinary shares at a price of $1.0 per share, which was on May 25, 2021, the
exercise price of the warrants was reduced to $1.0 per warrant. On September 7, 2021, we closed our offering of $60 million of ordinary
shares and pre-funded warrants, at a price of $0.30 per share and $0.2999 per pre-funded warrant. As a result of that offering, the exercise
price of the warrants was reduced to $0.30 per warrant. The exercise price of the warrants was later adjusted to $9.00 on May 4, 2022,
following the effectiveness of our 30-to-1 share consolidation. The Temporary Reduction Period will terminate on the date following which
the closing price of the Ordinary Shares has been equal to or greater than $90.00 per share for at least twenty (20) trading days during
the preceding thirty (30) trading day period. After the termination of the Temporary Reduction Period, the exercise price of the Company’s
outstanding warrants will be increased to US$345.00.
As of the filing date of the
2023 Form 10-K, the Temporary Reduction Period has not been terminated.
9
Exhibit 4.2
Share Certificate
Certificate Number |
|
Number of Shares |
|
|
|
|
|
|
BTC Digital Ltd.
Incorporated in the Cayman Islands under the
Companies Law (as Revised)
Authorized Share Capital is US$1,500,000 divided
into 25,000,000 Ordinary Shares of a nominal or par value of US$0.06 each.
This certifies that [Name] of [Address] is the
registered holder of [Number] Ordinary Shares fully paid and non-assessable, subject to the Memorandum and Articles of Association of
the Company.
GIVEN under the Common Seal of the said Company
this [date].
The Common Seal of the Company was hereunto affixed.
Exhibit 10.2
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (this “Agreement”)
is made as of ____________, by and between BTC Digital Ltd., an exempted company duly incorporated and validly existing under the law
of the Cayman Islands (the “Company”), and _____________ (the “Indemnitee”), a director
of the Company.
WHEREAS, the Indemnitee has agreed to serve as
a director and/or executive of the Company and in such capacity will render valuable services to the Company; and
WHEREAS, in order to induce and encourage highly
experienced and capable persons such as the Indemnitee to serve as directors of the Company, the Board of Directors has determined that
this Agreement is not only reasonable and prudent, but necessary to promote and ensure the best interests of the Company and its shareholders;
NOW, THEREFORE, in consideration of the premises
and mutual agreements hereinafter set forth, and other good and valuable consideration, including, without limitation, the service of
the Indemnitee, the receipt of which hereby is acknowledged, and in order to induce the Indemnitee to serve as a director of the Company,
the Company and the Indemnitee hereby agree as follows:
1. Definitions. As
used in this Agreement:
(a) “Board
of Directors” shall mean the board of directors of the Company.
(b) “Change in Control”
shall mean a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A (or in response to any similar item on any similar or successor schedule or form) promulgated under the United States
Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Act”),
whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in
Control shall be deemed to have occurred (irrespective of the applicability of the initial clause of this definition) if (i) any “person”
(as such term is used in Sections 13(d) and 14(d) of the Act, but excluding any trustee or other fiduciary holding securities pursuant
to an employee benefit or welfare plan or employee share plan of the Company or any subsidiary of the Company, or any entity organized,
appointed, established or holding securities of the Company with voting power for or pursuant to the terms of any such plan) is or becomes
the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing
20% or more of the combined voting power of the Company’s then outstanding securities without the prior approval of at least two-thirds
of the Continuing Directors (as defined below) in office immediately prior to such person’s attaining such interest; (ii) the Company
is a party to a merger, consolidation, scheme of arrangement, sale of assets or other reorganization, or a proxy contest, as a consequence
of which Continuing Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of
Directors of the Company (or any successor entity) thereafter; or (iii) during any period of two (2) consecutive years, individuals who
at the beginning of such period constituted the Board of Directors of the Company (including for this purpose any new director whose election
or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still
in office who were directors at the beginning of such period) (such directors being referred to herein as “Continuing Directors”)
cease for any reason to constitute at least a majority of the Board of Directors of the Company.
(c) “Disinterested Director”
with respect to any request by the Indemnitee for indemnification or advancement of expenses hereunder shall mean a director of the Company
who neither is nor was a party to the Proceeding (as defined below) in respect of which indemnification or advancement is being sought
by the Indemnitee.
(d) The term “Expenses”
shall mean, without limitation, expenses of Proceedings, including attorneys’ fees, disbursements and retainers, accounting and
witness fees, expenses related to the preparation or service as a witness, travel and deposition costs, expenses of investigations, judicial
or administrative proceedings and appeals, amounts paid in settlement of a Proceeding by or on behalf of the Indemnitee, costs of attachment
or similar bonds, any expenses of attempting to establish or establishing a right to indemnification or advancement of expenses, under
this Agreement, the Company’s Memorandum of Association and Articles of Association as amended from time to time (the “Articles”),
applicable law or otherwise, and reasonable compensation for time spent by the Indemnitee in connection with the investigation, defense
or appeal of a Proceeding or action for indemnification for which the Indemnitee is not otherwise compensated by the Company or any third
party. The term “Expenses” shall not include the amount of judgments, fines, interest or penalties, or excise taxes assessed
with respect to any employee benefit or welfare plan, which are actually levied against or sustained by the Indemnitee to the extent sustained
after final adjudication.
(e) The term “Independent
Legal Counsel” shall mean any firm of attorneys reasonably selected by the Board of Directors of the Company, so long as
such firm has not represented the Company, the Company’s subsidiaries or affiliates, the Indemnitee, any entity controlled by the
Indemnitee or any party adverse to the Company, within the preceding five (5) years. Notwithstanding the foregoing, the term “Independent
Legal Counsel” shall not include any person who, under applicable standards of professional conduct then prevailing, would have
a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s right to
indemnification or advancement of expenses under this Agreement, the Company’s Articles, applicable law or otherwise.
(f) The term “Proceeding”
shall mean any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, or any other proceeding
(including, without limitation, an appeal therefrom), formal or informal, whether brought in the name of the Company or otherwise, whether
of a civil, criminal, administrative or investigative nature, and whether by, in or involving a court or an administrative, other governmental
or private entity or body (including, without limitation, an investigation by the Company or its Board of Directors), by reason of (i)
the fact that the Indemnitee is or was a director of the Company, or is or was serving at the request of the Company as an agent of another
enterprise, whether or not the Indemnitee is serving in such capacity at the time any liability or expense is incurred for which indemnification
or reimbursement is to be provided under this Agreement, (ii) any actual or alleged act or omission or neglect or breach of duty, including,
without limitation, any actual or alleged error or misstatement or misleading statement, which the Indemnitee commits or suffers while
acting in any such capacity, or (iii) the Indemnitee attempting to establish or establishing a right to indemnification or advancement
of expenses pursuant to this Agreement, the Company’s Articles, applicable law or otherwise.
(g) The phrase “serving
at the request of the Company as an agent of another enterprise” or any similar terminology shall mean, unless the context
otherwise requires, serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership,
joint venture, limited liability company, trust, employee benefit or welfare plan or other enterprise, foreign or domestic. The phrase
“serving at the request of the Company” shall include, without limitation, any service as a director of the Company which
imposes duties on, or involves services by, such director with respect to the Company or any of the Company’s subsidiaries, affiliates,
employee benefit or welfare plans, such plan’s participants or beneficiaries or any other enterprise, foreign or domestic. In the
event that the Indemnitee shall be a director, officer, employee or agent of another corporation, partnership, joint venture, limited
liability company, trust, employee benefit or welfare plan or other enterprise, foreign or domestic, 50% or more of the ordinary shares,
combined voting power or total equity interest of which is owned by the Company or any subsidiary or affiliate thereof, then it shall
be presumed conclusively that the Indemnitee is so acting at the request of the Company.
2. Services by the Indemnitee.
The Indemnitee agrees to serve as a director of the Company for so long as the Indemnitee is duly elected and qualified, appointed or
until such time as the Indemnitee tenders a resignation in writing or is removed as a director; provided, however, that the Indemnitee
may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed
by operation of law).
3. Proceeding Other Than a Proceeding
By or In the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to
be made a party to or is otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Company), by reason of
the fact that the Indemnitee is or was a director of the Company, or is or was serving at the request of the Company as an agent of another
enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit
or welfare plan, which are actually and reasonably incurred by the Indemnitee in connection with such a Proceeding, to the fullest extent
permitted by applicable law; provided, however, that any settlement of a Proceeding must be approved in advance in writing by the Company
(which approval shall not be unreasonably withheld).
4. Proceedings By or In the Right of
the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or
is otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that
the Indemnitee is or was a director of the Company, or is or was serving at the request of the Company as an agent of another enterprise,
against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare
plan, which are actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding,
to the fullest extent permitted by applicable law.
5. Indemnification for Costs, Charges
and Expenses of Witness or Successful Party. Notwithstanding any other provision of this Agreement (except as set forth in subparagraph
9(a) hereof), and without a requirement for determination as required by Paragraph 8 hereof, to the extent that the Indemnitee (a) has
prepared to serve or has served as a witness in any Proceeding in any way relating to (i) the Company or any of the Company’s subsidiaries,
affiliates, employee benefit or welfare plans or such plan’s participants or beneficiaries or (ii) anything done or not done by
the Indemnitee as a director of the Company or in connection with serving at the request of the Company as an agent of another enterprise,
or (b) has been successful, in whole or in part, in defense of any Proceeding or in defense of any claim, issue or matter therein, on
the merits or otherwise, including the dismissal of a Proceeding without prejudice or the settlement of a Proceeding without an admission
of liability, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection
therewith to the fullest extent permitted by applicable law. If the Indemnitee has been wholly unsuccessful in defense of any Proceeding
or in defense of any claim, issue or matter therein, the Indemnitee shall be indemnified against all Expenses actually and reasonably
incurred by the Indemnitee in connection therewith to the extent the Indemnitee acted in good faith and in a manner the Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause
to believe that the conduct involved was unlawful.
6. Partial Indemnification.
If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of the Expenses, judgments,
fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, which are actually and reasonably
incurred by the Indemnitee in the investigation, defense, appeal or settlement of any Proceeding, but not, however, for the total amount
of the Indemnitee’s Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit
or welfare plan, then the Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, interest
penalties or excise taxes to which the Indemnitee is entitled.
7. Advancement of Expenses.
The Expenses incurred by the Indemnitee in any Proceeding shall be paid promptly by the Company in advance of the final disposition of
the Proceeding at the written request of the Indemnitee to the fullest extent permitted by applicable law; provided, however, that the
Indemnitee shall set forth in such request reasonable evidence that such Expenses have been incurred by the Indemnitee in connection with
such Proceeding, a statement that such Expenses do not relate to any matter described in subparagraph 9(a) of this Agreement, and an undertaking
in writing to repay any advances if it is ultimately determined as provided in subparagraph 8(b) of this Agreement that the Indemnitee
is not entitled to indemnification under this Agreement.
8. Indemnification
Procedure; Determination of Right to Indemnification.
(a) Promptly after receipt by the Indemnitee
of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim for indemnification or advancement of Expenses in respect
thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof in writing. The omission
to so notify the Company will not relieve the Company from any liability which the Company may have to the Indemnitee under this Agreement
unless the Company shall have lost significant substantive or procedural rights with respect to the defense of any Proceeding as a result
of such omission to so notify.
(b) The Indemnitee shall be conclusively
presumed to have met the relevant standards of conduct, if any, as defined by applicable law, for indemnification pursuant to this Agreement
and shall be absolutely entitled to such indemnification, unless a determination by clear and convincing evidence is made that the Indemnitee
has not met such standards by (i) the Board of Directors by a majority vote of a quorum thereof consisting of Disinterested Directors,
(ii) the shareholders of the Company by majority vote of a quorum thereof consisting of shareholders who are not parties to the Proceeding
due to which a claim for indemnification is made under this Agreement, (iii) Independent Legal Counsel as set forth in a written opinion
(it being understood that such Independent Legal Counsel shall make such determination only if the quorum of Disinterested Directors referred
to in clause (i) of this subparagraph 8(b) is not obtainable or if the Board of Directors of the Company by a majority vote of a quorum
thereof consisting of Disinterested Directors so directs), or (iv) a court of competent jurisdiction; provided, however, that if a Change
in Control shall have occurred and the Indemnitee so requests in writing, such determination shall be made only by a court of competent
jurisdiction or by Independent Legal Counsel as set forth in a written opinion.
(c) If a claim for indemnification or
advancement of Expenses under this Agreement is not paid by the Company within thirty (30) days after receipt by the Company of written
notice thereof, the rights provided by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction. Such
judicial proceeding shall be made de novo. The burden of proving by clear and convincing evidence that indemnification or advances are
not appropriate shall be on the Company. Neither the failure of the directors or shareholders of the Company or Independent Legal Counsel
to have made a determination prior to the commencement of such action that indemnification or advancement of Expenses is proper in the
circumstances because the Indemnitee has met the applicable standard of conduct, if any, nor an actual determination by the directors
or shareholders of the Company or Independent Legal Counsel that the Indemnitee has not met the applicable standard of conduct shall be
a defense to an action by the Indemnitee or create a presumption for the purpose of such an action that the Indemnitee has not met the
applicable standard of conduct. The termination of any Proceeding by judgment, order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself (i) create a presumption that the Indemnitee did not act in good faith and
in a manner which he reasonably believed to be in the best interests of the Company and/or its shareholders, and, with respect to any
criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful or (ii) otherwise adversely affect
the rights of the Indemnitee to indemnification or advancement of Expenses under this Agreement, except as may be provided herein. The
Company further agrees to stipulate in any such judicial proceeding that the Company is bound by all the provisions of this Agreement
and is precluded from making any assertion to the contrary.
(d) If a court of competent jurisdiction
shall determine that the Indemnitee is entitled to any indemnification or advancement of Expenses hereunder, the Company shall pay all
Expenses actually and reasonably incurred by the Indemnitee in connection with such adjudication (including, but not limited to, any appellate
proceedings). The Indemnitee’s Expenses incurred in connection with any Proceeding concerning the Indemnitee’s right to indemnification
or advancement of Expenses in whole or in part pursuant to this Agreement shall also be indemnified by the Company, regardless of the
outcome of such a Proceeding, to the fullest extent permitted by applicable law and the Company’s Articles.
(e) If, at the time of the receipt of
a notice of a claim pursuant to subparagraph 8(a) hereof, the Company has director and officer liability insurance in effect, the Company
shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective
policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee,
all amounts payable as a result of such Proceeding in accordance with the terms of such policies.
(f) With respect to any Proceeding for
which indemnification or advancement of Expenses is requested, the Company will be entitled to participate therein at its own expense
and, except as otherwise provided below, to the extent that it may wish, the Company may assume the defense thereof, with counsel reasonably
satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to assume the defense of a Proceeding,
the Company will not be liable to the Indemnitee under this Agreement for any Expenses subsequently incurred by the Indemnitee in connection
with the defense thereof, other than as provided below. The Company shall not settle any Proceeding in any manner which would impose any
penalty or limitation on the Indemnitee without the Indemnitee’s written consent. The Indemnitee shall have the right to employ
his own counsel in any Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption
of the defense of the Proceeding shall be at the expense of the Indemnitee, unless (i) the employment of counsel by the Indemnitee has
been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the
Company and the Indemnitee in the conduct of the defense of a Proceeding, or (iii) the Company shall not in fact have employed counsel
to assume the defense of a proceeding, in each of which cases the fees and expenses of the Indemnitee’s counsel shall be advanced
by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as
to which the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee.
9. Limitations
on Indemnification. No payments pursuant to this Agreement shall be made by the Company:
(a) To indemnify or advance funds to
the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense,
except where the Company has joined in or consented to the initiation of such Proceeding, or Proceedings brought to establish or enforce
a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses
incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation
with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer,
employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement
of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate;
(b) To indemnify the Indemnitee for any
Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, and
sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except
in respect of any excess beyond the amount of payment under such insurance;
(c) To indemnify the Indemnitee for any
Expenses, judgments, fines, expenses or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale
by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign
or United States federal, state or local statute or regulation;
(d) To indemnify the Indemnitee for any
Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for
which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement;
(e) To indemnify the Indemnitee for any
Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines,
interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s
conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including,
without limitation, breach of the duty of loyalty;
(f) To indemnify the Indemnitee for any
acts or omissions or transactions from which a director may not be relieved of liability under all applicable laws including the Cayman
Islands Companies Law and the United States securities laws; or
(g) If a court of competent jurisdiction
finally determines that any indemnification hereunder is unlawful.
10. Contribution
in the Event of Joint Liability.
(a) To the fullest extent not prohibited
by (and not merely to the extent affirmatively permitted by) law, if the indemnification rights provided for in this Agreement are unavailable
to the Indemnitee in whole or in part for any reason whatsoever, in respect of any Proceeding in which the Company is jointly liable with
the Indemnitee (or would be if joined in such Proceeding), the Company, in lieu of indemnifying the Indemnitee, shall pay, in the first
instance, the entire amount incurred by the Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid
in settlement and/or for Expenses, without requiring the Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes
any right of contribution it may have at any time against the Indemnitee.
(b) The Company shall not enter into
any settlement of any Proceeding in which the Company is jointly liable with the Indemnitee (or would be if joined in such Proceeding)
unless such settlement provides for a full and final release of all claims asserted against the Indemnitee.
(c) The Company hereby agrees to fully
indemnify, hold harmless and exonerate the Indemnitee from any claims for contribution which may be brought by officers, directors or
employees of the Company (other than the Indemnitee) who may be jointly liable with the Indemnitee.
11. Continuation of Indemnification.
All agreements and obligations of the Company contained herein shall continue during the period that the Indemnitee is a director of the
Company (or is or was serving at the request of the Company as an agent of another enterprise, foreign or domestic) and shall continue
thereafter so long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that the Indemnitee was a director
of the Company or serving in any other capacity referred to in this Paragraph 11.
12. Indemnification Hereunder Not Exclusive.
The indemnification provided by this Agreement shall not be deemed to be exclusive of any other rights to which the Indemnitee may be
entitled under the Company’s Articles, any agreement, vote of shareholders or vote of Disinterested Directors, provisions of applicable
law, or otherwise, both as to action or omission in the Indemnitee’s official capacity and as to action or omission in another capacity
on behalf of the Company while holding such office.
13. Primacy of Indemnification.
The Company hereby agrees (i) that the Company is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary to any
obligation of any other indemnitor of the Indemnitee (“Other Indemnitor”) to advance expenses or to provide
indemnification for the same Losses incurred by Indemnitee), (ii) that it shall perform under this Agreement without regard to any rights
Indemnitee may have against any Other Indemnitor, and (iii) that it irrevocably waives and relinquishes all claims against any Other Indemnitor
for contribution, subrogation or any other recovery of any kind in respect of any Proceedings or Expenses. The Company further agrees
that no advancement or payment by any Other Indemnitor on behalf of Indemnitee with respect to any Proceeding or Expense for which Indemnitee
has sought indemnification from the Company shall affect the Company’s obligations hereunder.
14. Mutual Acknowledgment. Both
the Company and the Indemnitee acknowledge that in certain instances, federal laws or applicable public policy may prohibit the Company
from indemnifying its directors and officers under this Agreement or otherwise. The Indemnitee understands and acknowledges that the Company
has undertaken or may be required in the future to undertake with the United States Securities and Exchange Commission, to submit the
question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to
indemnify the Indemnitee.
15. Directors’ and Officers’
Liability Insurance. The Company shall, from time to time, make the good faith determination whether or not it is practicable
for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and
directors of the Company with coverage for losses from wrongful acts, or to ensure the Company’s performance of its indemnification
obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against
the protection afforded by such coverage. In all policies of directors’ and officers’ liability insurance, The Indemnitee
shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably
insured of the Company’s directors, if the Indemnitee is a director; or of the Company’s officers, if the Indemnitee is not
a director of the Company but is an officer. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain
such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such
insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions
so as to provide an insufficient benefit, or if the Indemnitee is covered by similar insurance maintained by the Company’s subsidiaries
or affiliates.
16. Successors
and Assigns.
(a) This Agreement shall be binding upon,
and shall inure to the benefit of, the Indemnitee and the Indemnitee’s heirs, executors, administrators and assigns, whether or
not the Indemnitee has ceased to be a director, and the Company and its successors and assigns. Upon the sale of all or substantially
all of the business, assets or share capital of the Company to, or upon the merger of the Company into or with, any corporation, partnership,
joint venture, trust or other person, this Agreement shall inure to the benefit of and be binding upon both the Indemnitee and such purchaser
or successor person. Subject to the foregoing, this Agreement may not be assigned by either party without the prior written consent of
the other party hereto.
(b) If the Indemnitee is deceased and
is entitled to indemnification under any provision of this Agreement, the Company shall indemnify the Indemnitee’s estate and the
Indemnitee’s spouse, heirs, executors, administrators and assigns against, and the Company shall, and does hereby agree to assume,
any and all Expenses actually and reasonably incurred by or for the Indemnitee or the Indemnitee’s estate, in connection with the
investigation, defense, appeal or settlement of any Proceeding. Further, when requested in writing by the spouse of the Indemnitee, and/or
the Indemnitee’s heirs, executors, administrators and assigns, the Company shall provide appropriate evidence of the Company’s
agreement set out herein to indemnify the Indemnitee against and to itself assume such Expenses.
17. Subrogation. In the event
of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the
Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the
Company effectively to bring suit to enforce such rights.
18. Severability. Each and every
paragraph, sentence, term and provision of this Agreement is separate and distinct so that if any paragraph, sentence, term or provision
thereof shall be held to be invalid, unlawful or unenforceable for any reason, such invalidity, unlawfulness or unenforceability shall
not affect the validity, unlawfulness or enforceability of any other paragraph, sentence, term or provision hereof. To the extent required,
any paragraph, sentence, term or provision of this Agreement may be modified by a court of competent jurisdiction to preserve its validity
and to provide the Indemnitee with the broadest possible indemnification permitted under applicable law. The Company’s inability,
pursuant to a court order or decision, to perform its obligations under this Agreement shall not constitute a breach of this Agreement.
19. Savings Clause. If this
Agreement or any paragraph, sentence, term or provision hereof is invalidated on any ground by any court of competent jurisdiction, the
Company shall nevertheless indemnify the Indemnitee as to any Expenses, judgments, fines, interest or penalties, or excise taxes assessed
with respect to any employee benefit or welfare plan, which are incurred with respect to any Proceeding to the fullest extent permitted
by any (a) applicable paragraph, sentence, term or provision of this Agreement that has not been invalidated or (b) applicable law.
20. Interpretation; Governing Law.
This Agreement shall be construed as a whole and in accordance with its fair meaning and any ambiguities shall not be construed for or
against either party. Headings are for convenience only and shall not be used in construing meaning. This Agreement shall be governed
and interpreted in accordance with the laws of the State of New York without regard to the conflict of laws principles thereof.
21. Amendments. No amendment,
waiver, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by the party against whom
enforcement is sought. The indemnification rights afforded to the Indemnitee hereby are contract rights and may not be diminished, eliminated
or otherwise affected by amendments to the Company’s Articles, or by other agreements, including directors’ and officers’
liability insurance policies, of the Company.
22. Counterparts. This Agreement
may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when
one or more counterparts have been signed by each party and delivered to the other.
23. Notices. Any notice required
to be given under this Agreement shall be directed to BTC Digital Ltd., 3rd Floor, Tower A, Tagen Knowledge & Innovation Center, 2nd
Shenyun West Road, Nanshan District, Shenzhen, Guangdong Province 518045, the People’s Republic of China, Attention: Mr. Siguang
Peng, and to the Indemnitee at ____________________________________________, or to such other address as either shall designate to the
other in writing.
[The remainder of this page is intentionally
left blank.]
IN WITNESS WHEREOF, the parties have executed this
Indemnification Agreement as of the date first written above.
BTC Digital Ltd. |
|
|
|
By: |
|
|
Name: |
|
|
Title: |
|
|
Signature Page of Indemnification Agreement
8
Exhibit 10.3
EMPLOYMENT AGREEMENT
THIS
EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this ______ (the “Effective
Date”), by and between BTC Digital Ltd., a company incorporated and existing under the laws of the Cayman Islands (the “Company”
and, together with all of its subsidiaries, collectively referred to as the “Company Group”), and ____, an individual
(the “Executive”).
RECITALS
THE PARTIES ENTER THIS AGREEMENT on
the basis of the following facts, understandings and intentions:
A. The Company desires that the
Executive be employed by the Company to carry out the duties and responsibilities described below, all on the terms and conditions
hereinafter set forth.
B. The Executive desires to accept
such employment on such terms and conditions.
NOW, THEREFORE, in consideration of the
above recitals incorporated herein and the mutual covenants and promises contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:
|
1.1 |
Retention. The Company does hereby hire, engage and employ the Executive for the Period of Employment (as such term is defined in Section 2) on the terms and conditions expressly set forth in this Agreement. The Executive does hereby accept and agree to such hiring, engagement and employment, on the terms and conditions expressly set forth in this Agreement. The Executive agrees to commence active employment with the Company on or before _________ (the first day of such employment is referred to as the “Employment Commencement Date”). |
|
1.2 |
Duties. During the Period of Employment, the Executive shall serve the Company as its _____ and shall have such powers, authorities, duties and obligations consistent with such position as the Company’s Board of Directors (the “Board”) shall determine from time to time. Notwithstanding the foregoing, the Executive and the Company acknowledge and agree that the Company, in its sole discretion, may change the legal employer of the Executive to any other member of the Company Group (including the Company or the Purchaser) and may change the Executive’s job title, provided that Executive’s duties and responsibilities remain substantially the same after any such change. The Executive shall be subject to such directives of the Board and the corporate policies of the Company as they are in effect from time to time throughout the Period of Employment (including, without limitation, the Company’s business conduct and ethics policies, as they may change from time to time). During the Period of Employment, the Executive shall report solely to the Board and/or any persons duly designated by the Board. |
|
1.3 |
No Other Employment; Minimum Time Commitment. During the Period of Employment, the Executive shall (i) devote substantially all of the Executive’s business time, energy and skill to the performance of the Executive’s duties described in Section 1.2 above, (ii) perform such duties in a faithful, effective and efficient manner to the best of his abilities, and (iii) hold no other employment other than employment for the Company Group. The Executive’s service on the boards of directors (or similar body) of other business entities (other than the Company Group) is subject to the approval of the Board. The Company shall have the right to require the Executive to resign from any board or similar body (including, without limitation, any association, corporate, civic or charitable board or similar body) which he may then serve if the Board reasonably determines in writing that the Executive’s service on such board or body interferes with the effective discharge of the Executive’s duties and responsibilities to the Company Group or that any business related to such service is then in competition with any business of the Company Group or any of their successors or assigns. |
|
1.4 |
No Breach of Contract. The Executive hereby represents to the Company and agrees that: (i) the execution and delivery of this Agreement by the Executive and the Company and the performance by the Executive of the Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which the Executive is a party or otherwise bound; (ii) the Executive will not enter into any new agreement that would or reasonably could contravene or cause a default by the Executive under this Agreement; (iii) the Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other Person (as such term is defined in Section 5.5) which would prevent, or be violated by, the Executive entering into this Agreement or carrying out his duties hereunder; (iv) the Executive is not bound by any employment, consulting, non-compete, confidentiality, trade secret or similar agreement (other than this Agreement) with any other Person; (v) to the extent the Executive has any confidential or similar information that he is not free to disclose to the Company, he will not disclose such information to the extent such disclosure would violate applicable law or any other agreement or policy to which the Executive is a party or by which the Executive is otherwise bound; and (vi) the Executive understands the Company will rely upon the accuracy and truth of the representations and warranties of the Executive set forth herein and the Executive consents to such reliance. |
|
1.5 |
Location. The Executive acknowledges that the Company’s principal executive offices are currently located in Shenzhen, the People’s Republic of China. The Executive’s principal place of employment shall be the Company’s principal executive offices. The Executive agrees that he will be regularly present at the Company’s principal executive offices. The Executive acknowledges that he may be required to travel from time to time in the course of performing his duties for the Company (or such other member of the Company Group, as the case may be). |
|
2. |
Period of Employment. The “Period of Employment” shall be a period of three (3) years commencing on the Employment Commencement Date and ending at the close of business on the third (3rd) anniversary of the Employment Commencement Date (the “Termination Date”); provided, however, that this Agreement shall be automatically renewed, and the Period of Employment shall be automatically extended for three (3) additional years on the Termination Date and each anniversary of the Termination Date thereafter, unless either party gives notice, in writing and delivered in accordance with Section 18, at least thirty (30) days prior to the expiration of this Agreement and the Period of Employment (including any renewal thereof) of such party’s desire to terminate the Agreement or modify its terms. The term “Period of Employment” shall include any extension thereof pursuant to the preceding sentence. Provision of notice that the Period of Employment shall not be extended or further extended, as the case may be, shall not constitute a breach of this Agreement and shall not constitute “Constructive Termination” for purposes of this Agreement. Notwithstanding the foregoing, the Period of Employment is subject to earlier termination as provided below in this Agreement. |
|
3.1 |
Base Salary. The Executive’s base salary (the “Base Salary”) during the Period of Employment shall be paid in accordance with the Company’s regular payroll practices in effect from time to time, but not less frequently than in monthly installments. The Executive’s Base Salary for the first twelve (12) months of the Period of Employment shall be at an annualized rate of ______. The Company will review the Executive’s Base Salary periodically. |
|
3.2 |
Incentive Bonus. During the Period of Employment, the Executive shall be eligible to participate in periodic incentive bonuses under any incentive program applicable to executive officers of the Company and approved by the Board (the “Incentive Bonus”). Except as otherwise expressly provided in this Agreement, the Executive must be employed by the Company through the last day of the period to which an Incentive Bonus relates in order to be eligible for an Incentive Bonus (or portion thereof) with respect to that period (and, if the Executive is not so employed at such time, in no event shall he have been considered to have “earned” any Incentive Bonus with respect to such period). Any Incentive Bonus will be paid, subject to applicable tax withholding, as soon as practicable after the end of the period to which such bonus relates and, if the Executive is a U.S. person, in all events not later than March 15 of the year that follows the year in which such period ends. |
|
4.1 |
Retirement, Welfare and Fringe Benefits. During the Period of Employment, the Executive shall be entitled to participate in all employee pension and welfare benefit plans and programs, and fringe benefit plans and programs, made available by the Company to the Company’s employees generally, in accordance with the eligibility and participation provisions of such plans and as such plans or programs may be in effect from time to time. |
|
4.2 |
Reimbursement of Business Expenses. The Executive is authorized to incur reasonable expenses in carrying out the Executive’s duties for the Company under this Agreement and shall be entitled to reimbursement for all reasonable business expenses the Executive incurs during the Period of Employment in connection with carrying out the Executive’s duties for the Company, subject to the Company’s expense reimbursement policies in effect from time to time. The Executive agrees to promptly submit and document any reimbursable expenses in accordance with the Company’s expense reimbursement policies to facilitate the timely reimbursement of such expenses. |
|
4.3 |
Vacation and Other Leave. During the Period of Employment, the Executive shall accrue and be entitled to take paid vacation in accordance with the Company’s vacation policies in effect from time to time, including the Company’s policies regarding vacation accruals; provided that the Executive’s rate of vacation accrual during the Period of Employment shall be no less than __ weeks per year. The Executive shall also be entitled to all other holiday and leave pay generally available to other executives of the Company. |
|
5.1 |
Termination by the Company. The Executive’s employment by the Company, and the Period of Employment, may be terminated at any time by the Company: (i) with Cause (as such term is defined in Section 5.5), or (ii) with no less than thirty (30) days advance notice to the Executive (delivered with accordance with Section 18), without Cause, or (iii) in the event of the Executive’s death, or (iv) in the event that the Board determines in good faith that the Executive has a Disability (as such term is defined in Section 5.5). |
|
5.2 |
Termination by the Executive. The Executive’s employment by the Company, and the Period of Employment, may be terminated by the Executive with no less than thirty (30) days advance notice to the Company (delivered in accordance with Section 18); provided, however, that in the case of a Constructive Termination (as such term is defined in Section 5.5), the Executive may provide immediate written notice if the Company fails to, or cannot, reasonably cure the event that gives rise to the Constructive Termination. |
|
5.3 |
Benefits Upon Termination. If the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive, or upon or following the expiration of the Period of Employment (in any case, the date that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows: |
(a) The Company shall pay the Executive (or, in the
event of his death, the Executive’s estate) any Accrued Obligations (as defined in Section 5.5);
(b) If, during the Period of Employment, the Executive’s
employment with the Company terminates as a result of an Involuntary Termination (as such term is defined in Section 5.5), the Executive
shall be entitled to the following benefits:
(i) The Company shall pay the Executive
(in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to__percent (__
%) of the Executive’s annualized Base Salary (as in effect immediately prior to the termination of the Executive’s employment).
Such amount is referred to hereinafter as the “Severance Benefit.” The Company shall pay the Severance Benefit to the
Executive in equal installments on a bi-weekly basis over a period of twelve (12) months following the Severance Date (the “Severance
Period”).
(ii) The Company shall continue to
make available to the Executive and the Executive’s spouse and dependents covered under any group health plans of the Company on
the Severance Date, all group health insurance plans in which Executive or such spouse or dependents participate on the Severance Date
at the same cost to the Executive as the Executive paid for such benefits prior to such date. To the extent that the Company cannot continue
to provide such benefits, it will pay the Executive an amount that would be sufficient to enable the Executive to purchase substantially
the same level of such benefits from a third party at the same cost to the Executive as the Executive paid for such benefits immediately
prior to the Severance Date. Notwithstanding the foregoing, the Company’s obligation to make any payment or reimbursement pursuant
to this clause (ii) shall commence with continuation coverage for the month following the month in which the Severance Date occurs and
shall cease with continuation coverage for the twelfth month following the month in which the Severance Date occurs (or, if earlier, shall
cease upon the first to occur of the Executive’s death, the date the Executive becomes eligible for coverage under the health plan
of a future employer, or the date the Company ceases to offer group medical coverage to its active executive employees).
(c) If a Change of Control (as such term is defined
in Section 5.5) occurs at any time during the Period of Employment, and on or within six months following such Change of Control the Executive’s
employment with the Company terminates as a result of an Involuntary Termination (as such term is defined in Section 5.5), then the vesting
of each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically
accelerated so that such award shall be vested in full as of the date of such Involuntary Termination.
(d) Notwithstanding the foregoing provisions of this
Section 5.3, if the Executive breaches his obligations under Section 6 of this Agreement at any time, from and after the date of such
breach and not in any way in limitation of any right or remedy otherwise available to the Company, the Executive will no longer be entitled
to, and the Company will no longer be obligated to pay or provide, any remaining unpaid portion of the Severance Benefit or any remaining
unpaid amount or benefit contemplated by Section 5.3(b)(ii) or 5.3(c); provided that, if the Executive provides the release contemplated
by Section 5.4, the Executive be entitled to benefits pursuant to Section 5.3(b) or 5.3(c), as applicable, of no less than $5,000 (or
the amount of such benefits, if less than $5,000), which amount the parties agree is good and adequate consideration, in and of itself,
for the Executive’s release contemplated by Section 5.4.
(e) The foregoing provisions of this Section 5.3 shall
not affect: (i) the Executive’s receipt of benefits otherwise due to terminated employees under group insurance coverage consistent
with the terms of the applicable Company welfare benefit plan; (ii) the Executive’s rights under the Consolidated Omnibus Budget
Reconciliation Act (if applicable) to continue participation in medical, dental, hospitalization and life insurance coverage; or (iii)
the Executive’s receipt of benefits otherwise due in accordance with the terms of the Company’s 401(k) plan (if any).
|
5.4 |
Release; Exclusive Remedy. |
(a) This Section 5.4 shall apply notwithstanding anything
else contained in this Agreement or any stock option or other equity-based award agreement to the contrary. As a condition precedent to
any Company obligation to the Executive pursuant to Section 5.3(b) or any obligation to accelerate vesting of any equity-based award in
connection with the termination of the Executive’s employment, the Executive shall, upon or promptly following his last day of employment
with the Company (and in all events within twenty-one (21) days after his last day of employment with the Company), provide the Company
with a valid, executed general release agreement in a form acceptable to the Company, and such release agreement shall have not been revoked
by the Executive pursuant to any revocation rights afforded by applicable law.
(b) The Executive agrees that the payments and benefits
contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such
award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination
of his employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination
of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this
Agreement. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of the Company,
and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company, and to promptly execute and provide to the Company
any further documentation, as requested by the Company, to confirm such resignation.
(c) In the event that the Company provides the Executive
notice of termination without Cause pursuant to Section 5.1 or the Executive provides the Company notice of termination pursuant to Section
5.2, the Company will have the option to place the Executive on paid administrative leave during the notice period.
|
5.5 |
Certain Defined Terms. |
(a) As used herein, “Accrued Obligations”
means:
(i) any Base Salary that had accrued
but had not been paid (including accrued and unpaid vacation time) on or before the Severance Date; and
(ii) any Incentive Bonus payable pursuant
to Section 3.2 with respect to any period in the Period of Employment that is completed prior to the Severance Date to the extent such
bonus is earned by but not previously paid to the Executive; and
(iii) any reimbursement due to the
Executive pursuant to Section 4.2 for expenses incurred by the Executive on or before the Severance Date.
(b) As used herein, “Affiliate” of
the Company means a Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under
common control with, the Company. As used in this definition, the term “control,” including the correlative terms “controlling,”
“controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to
direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership
interest, by contract or otherwise) of a Person.
(c) As used herein, “Cause” shall
mean, as reasonably determined by the Board (excluding the Executive, if he is then a member of the Board), (i) any material breach by
the Executive of any material written agreement between the Executive and any of the Company, its parent or subsidiary, as the case may
be, and such Executive’s failure to cure such breach within 30 days after receiving written notice thereof; (ii) any failure by
the Executive to comply with material written policies or rules of the Company, its parent or subsidiary, as the case may be, as they
may be in effect from time to time; (iii) the Executive’s repeated failure to follow reasonable and lawful instructions from the
Board or chief executive officer and such Executive’s failure to cure such condition within 30 days after receiving written notice
thereof; (iv) the Executive’s conviction of, or plea of guilty or nolo contendere to, any crime that results in, or is reasonably
expected to result in, material harm to the business or reputation of the Company; (v) the Executive’s commission of or participation
in an act of fraud against the Company, its parent or subsidiary; (vi) the Executive’s intentional material damage to the Company’s
business, property or reputation; (vii) the Executive’s unauthorized use or disclosure of any proprietary information or trade secrets
of the Company, its parent or subsidiary, or any other party to whom the Executive owes an obligation of nondisclosure as a result of
his or her relationship with the Company, its parent or subsidiary; or (viii) any breach by the Executive of any non-disclosure undertakings/agreements
or non-competition undertakings/agreements between the Executive and the Company, its parent or subsidiary.
(d) As used herein, “Change of Control”
shall mean the first to occur of any of the following events after the Effective Date:
(i) Approval by shareholders of the
Company (or, if no shareholder approval is required, by the Board alone) of the dissolution or liquidation of the Company, other than
in the context of a Business Combination that does not constitute a Change in Control Event under paragraph (iii) below;
(ii) The acquisition by any individual,
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the United States Securities Exchange Act of 1934, as amended (the
“Exchange Act”), referred to herein as a “Person”) of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (1) the then-outstanding ordinary shares of the Company (the “Outstanding
Company Common Stock”) or (2) the combined voting power of the then-outstanding voting securities of the Company entitled to
vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however,
that, for purposes of this paragraph (ii), the following acquisitions shall not constitute a Change in Control Event; (A) any acquisition
directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored
or maintained by the Company or its Affiliates or a successor, (D) any acquisition by any entity pursuant to a Business Combination (as
defined herein), (E) any acquisition by a Person described in and satisfying the conditions of Rule 13d-1(b) promulgated under the Exchange
Act, or (F) any acquisition by a Person who is the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 50% or more of the Outstanding Company Common Stock and/or the Outstanding Company Voting Securities on the Effective Date (or an Affiliate,
heir, descendant, or related party of or to such Person); or
(iii) Consummation of a reorganization,
merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any corporation or other entity
a majority of whose outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company (a “Subsidiary”),
a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another
entity by the Company or any of its Subsidiaries (each, a “Business Combination”), in each case unless, following such
Business Combination, (1) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding
Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly
or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting
securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination
(including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s
assets directly or through one or more subsidiaries), and (2) no Person (excluding any individual or entity described in clauses (C),
(E) or (F) of paragraph (ii) above) beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act), directly
or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock of the entity resulting from such Business
Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that the ownership
in excess of 50% existed prior to the Business Combination;
provided, however, that a transaction shall not constitute
a Change of Control if it is in connection with the underwritten public offering of the securities of the Company.
(e) As used herein, “Constructive Termination”
shall mean a resignation by the Executive after the occurrence of any of the following (without the Executive’s express written
consent): (i) a material reduction of the Executive’s duties, authorities or responsibilities relative to the Executive’s
duties, authorities or responsibilities in effect immediately prior to such reduction, or the removal of the Executive from such duties,
authorities and responsibilities, unless the Executive is provided with substantially comparable duties, authorities and responsibilities;
(ii) (ii) a material reduction by the Company of the Executive’s Base Salary or Incentive Bonus opportunity as in effect immediately
prior to such reduction; (iii) the relocation of the Executive to a facility or a location more than fifty (50) miles from his current
location or (iv) a material breach by the Company of this Agreement; provided, however, that any such condition or conditions, as applicable,
shall not constitute grounds for Constructive Termination unless both (x) the Executive provides written notice to the Company of the
condition claimed to constitute grounds for Constructive Termination within thirty (30) days of the initial existence of such condition(s)
(such notice to be delivered in accordance with Section 18), and (y) the Company fails to remedy such condition(s) within thirty (30)
days of receiving such written notice thereof; and provided, further, that in all events the termination of the Executive’s employment
with the Company shall not constitute a Constructive Termination unless such termination occurs not more than ninety (90) days following
the initial existence of the condition claimed to constitute grounds for Constructive Termination.
(f) As used herein, “Disability”
shall mean a physical or mental impairment which, as reasonably determined by the Board, renders the Executive unable to perform the essential
functions of his employment with the Company, even with reasonable accommodation that does not impose an undue hardship on the Company,
for more than 180 days in any 12-month period, unless a longer period is required by applicable law, in which case that longer period
would apply.
(g) As used herein, “Involuntary Termination”
shall mean a Constructive Termination or a termination of the Executive by the Company without Cause. For purposes of clarity, the term
Involuntary Termination does not include a termination of the Executive’s employment due to the Executive’s death or Disability.
(h) As used herein, the term “Person”
shall be construed broadly and shall include, without limitation, an individual, a partnership, a limited liability company, a corporation,
an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department,
agency or political subdivision thereof.
|
5.6. |
Notice of Termination. Any termination of the Executive’s employment under this Agreement shall be communicated by written notice of termination from the terminating party to the other party. The notice of termination shall indicate the specific provision(s) of this Agreement relied upon in effecting the termination. This notice of termination must be delivered in accordance with Section 18 and must indicate the specific provision(s) of this Agreement relied upon in effecting the termination. |
|
6. |
Confidentiality; Inventions; Non-Competition; Non-Solicitation. |
|
6.1 |
Confidential Information. |
(a) Company Information. The Executive hereby
agrees at all times during the term of his or her employment and after termination, to hold in the strictest confidence, and not to use,
except for the benefit of the Company Group, or to disclose to any person, corporation or other entity without written consent of the
Company, any Confidential Information. The Executive understands that “Confidential Information” means any proprietary
or confidential information of the Company Group, its affiliates, their clients, customers or partners, and the Company Group’s
licensors, including, without limitation, technical data, trade secrets, research and development information, product plans, services,
customer lists and customers (including, but not limited to, customers of the Company Group on whom the Executive called or with whom
the Executive became acquainted during the term of his or her employment), supplier lists and suppliers, software, developments, inventions,
processes, formulas, technology, designs, drawings, engineering, hardware configuration information, personnel information, marketing,
finances, information about the suppliers, joint ventures, licensors, licensees, distributors and other persons with whom the Company
Group does business, information regarding the skills and compensation of other employees of the Company Group or other business information
disclosed to the Executive by or obtained by the Executive from the Company Group, its affiliates, or their clients, customers or partners
either directly or indirectly in writing, orally or by drawings or observation of parts or equipment.
(b) Company Property. The Executive understands
that all documents (including computer records, facsimile and e-mail) and materials created, received or transmitted in connection with
his or her work or using the facilities of the Company Group are property of the Company Group and subject to inspection by the Company
Group, at any time. Upon termination of the Executive’s employment with the Company (or at any other time when requested by the
Company), the Executive will promptly deliver to the Company all documents and materials of any nature pertaining to his or her work with
the Company and will provide written certification of his or her compliance with this Agreement. Under no circumstances will the Executive
have, following his or her termination, in his or her possession any property of the Company Group, or any documents or materials or copies
thereof containing any Confidential Information. In the event of the termination of the Executive’s employment, the Executive hereby
agrees to sign and deliver the “Termination Certification” attached hereto as Exhibit A.
(c) Former Employer Information. The Executive
hereby agrees that he or she will not, during his or her employment with the Company, improperly use or disclose any proprietary information
or trade secrets of any former employer or other person or entity and that he or she will not bring onto the premises of the Company Group
any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by
such employer, person or entity. The Executive hereby agrees to indemnify the Company Group and hold it harmless from all claims, liabilities,
damages and expenses, including reasonable attorneys fees and costs for resolving disputes, arising out of or in connection with any violation
or claimed violation of a third party’s rights resulting from any use by the Company Group of such proprietary information or trade
secrets improperly used or disclosed by the Executive.
(d) Third Party Information. The Executive recognizes
that the Company Group has received and in the future will receive from third parties their confidential or proprietary information subject
to a duty on the Company Group’s part to maintain the confidentiality of such information and to use it only for certain limited
purposes. The Executive hereby agrees to hold all such confidential or proprietary information in the strictest confidence and not to
disclose it to any person, firm or corporation or to use it except as necessary in carrying out his or her work for the Company consistent
with the Company Group’s agreement with such third party.
(a) Inventions Retained and Licensed. The Executive
has attached hereto, as Exhibit B, a list describing all inventions, original works of authorship, developments, improvements, trade secrets,
and IC layout designs/mask works which were made by the Executive prior to his or her employment with the Company which belong to the
Executive, which relate to the Company Group’s proposed or current business, products or research and development, and which are
not assigned to any member of the Company Group hereunder (collectively referred to as “Prior Inventions”); or, if
no such list is attached, the Executive hereby represents that there are no such Prior Inventions. The Executive hereby agrees that he
or she will not incorporate any Prior Inventions into any products, processes or machines of the Company Group; provided, however, that
if in the course of the Executive’s employment with the Company, he or she incorporates into a product, process or machine of the
Company Group a Prior Invention owned by the Executive or in which he or she has an interest, the Executive hereby represents that he
or she has all necessary rights, powers and authorization to use such Prior Invention in the manner it is used and such use will not infringe
any right of any company, entity or person and, in such a circumstance, each member of the Company Group is hereby granted and shall have
a nonexclusive, royalty-free, sublicensable, transferable, irrevocable, perpetual, worldwide license to make, have made, modify, use and
sell such Prior Invention as part of or in connection with such product, process or machine. The Executive hereby agrees to indemnify
the Company Group and hold it harmless from all claims, liabilities, damages and expenses, including reasonable attorneys fees and costs
for resolving disputes, arising out of or in connection with any violation or claimed violation of a third party’s rights resulting
from any use, sublicensing, modification, transfer, or sale by the Company Group of such Prior Invention.
(b) Assignment of Inventions. The Executive hereby
agrees that he or she will promptly make full written disclosure to the Company and the Company Group, will hold in trust for the sole
right and benefit of the Company and the Company Group, and hereby assign to the Company and the Company Group, or their respective designee,
all of his or her right, title, and interest in and to any and all inventions, ideas, information, designs, original works of authorship,
processes, formulas, computer software programs, databases, mask works, developments, concepts, improvements or trade secrets, whether
or not patentable or registrable under patent, copyright, circuit layout design or similar laws in China or anywhere else in the world,
which he or she may solely or jointly conceive or develop or reduce to practice or cause to be conceived or developed or reduced to practice,
during the period of time he or she is in the employ of the Company (whether or not during business hours) that are either related to
the scope of his or her employment with the Company or make use, in any manner, of the resources of the Company Group (collectively referred
to as “Inventions”). The Executive hereby acknowledges that the Company or the Company Group shall be the sole owner
of all rights, title and interest in the Inventions created hereunder. In the event the foregoing assignment of Inventions to the Company
or the Company Group is ineffective for any reason, each member of the Company Group is hereby granted and shall have a royalty-free,
sublicensable, transferable, irrevocable, perpetual, worldwide license to make, have made, modify, use, and sell such Inventions as part
of or in connection with any product, process or machine. Such exclusive license shall continue in effect for the maximum term as may
now or hereafter be permissible under applicable law. Upon expiration, such license, without further consent or action on the Executive’s
part, shall automatically be renewed for the maximum term as is then permissible under applicable law, unless, within the six-month period
prior to such expiration, the Company and the Executive have agreed that such license will not be renewed. The Executive also hereby forever
waives and agrees never to assert any and all rights he or she may have in or with respect to any Inventions even after termination of
his or her employment with the Company. The Executive hereby further acknowledges that all Inventions created by him or her (solely or
jointly with others) are, to the extent permitted by applicable law, “works made for hire” or “inventions made for hire,”
as those terms and correlative terms are defined under applicable law, and all titles, rights and interests in or to such Inventions are
or shall be vested in the Company.
(c) Remuneration. The Executive hereby agrees
that the remuneration received by the Executive pursuant to this Agreement with the Company includes any bonuses or remuneration which
the Executive may be entitled to under applicable law for any “works made for hire,” “inventions made for hire”
or other Inventions assigned to the Company pursuant to this Agreement.
(d) Maintenance of Records. The Executive hereby
agrees to keep and maintain adequate and current written records of all Inventions. The records will be in the form of notes, sketches,
drawings, and any other format that may be specified by the Company. The records will be available to and remain the sole property of
the Company at all times.
(e) Patent and Copyright Registrations. The Executive
hereby agrees to assist the Company, or its respective designees, at the expense of the Company, in every proper way to secure the Company’s
rights in the Inventions in any and all countries, to further evidence, record and perfect any grant or assignment by the Executive of
the Inventions hereunder and to perfect, obtain, maintain, enforce and defend any rights so granted or assigned, including the disclosure
to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments
and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and
convey to the Company, its successors, assigns and nominees the sole and exclusive rights, title and interest in and to such Inventions.
The Executive hereby further agrees that his or her obligations to execute or cause to be executed, when it is in his or her power to
do so, any such instrument or papers shall continue after the termination of this Agreement. The Executive hereby irrevocably designates
and appoints the Company and its duly authorized officers and agents as the Executive’s agent and attorney in fact, to act for and
in the Executive’s behalf and stead to execute and file any such documents and to do all other lawfully permitted acts to further
the foregoing with the same legal force and effect as if executed by the Executive.
|
6.3 |
Conflicting Employment. The Executive hereby agrees that, during the term of his or her employment with any member of the Company Group, he or she will not engage in any other employment, occupation, consulting or other business activity related to the business in which the Company Group is now involved or becomes involved during the term of the Executive’s employment, nor will the Executive engage in any other activities that conflict with his or her obligations to the Company Group without the prior written consent of the Company. |
(a) The Executive hereby agrees that during the course
of his or her employment and for a period of two (2) years immediately following the termination of his or her relationship with the Company
for any reason, whether with or without good cause or for any or no cause, at the option either of the Company or his or herself, with
or without notice, the Executive will not, without the prior written consent of the Company, (A)(i) serve as a partner, employee, consultant,
officer, director, manager, agent, associate, investor, or otherwise for, or lend his or her name (or any part, variant or formative thereof),
(ii) directly or indirectly, own, purchase, organize or take preparatory steps for the organization of, (iii) build, design, finance,
acquire, lease, operate, manage, invest in, work or consult for or otherwise affiliate himself or herself with, any business, in competition
with or otherwise similar to the business of the Company Group, (B) deal, directly or indirectly, in a competitive manner with any customers
doing business with the Company Group, or (C) transfer, sell, assign, pledge, hypothecate, give, create a security interest in or lien
on, place in trust (voting or otherwise), or in any other way dispose of any equity interest in the Company Group beneficially owned by
the Executive, as the case may be, to any person which is competitive with any significant aspect of the business of the Company Group.
The foregoing covenant shall cover the Executive’s activities in every part of the Territory in which he or she may conduct business
during the term of such covenant as set forth above. “Territory” shall mean (i) the People’s Republic of China
(for the avoidance of doubt, including Hong Kong, Macau and the island of Taiwan), (ii) Singapore, (iii) the United States of America,
and (iv) all other countries of the world; provided that, with respect to clauses (iii) and (iv) of this Section 6.4(a), the Company derives
at least five percent (5%) of its gross revenues from such geographic area prior to the date of the termination of the Executive’s
relationship with the Company.
(b) The Executive hereby acknowledges that he or she
will derive significant value from the Company’s agreement to provide him or her with that Confidential Information of the Company
Group to enable him or her to optimize the performance of his or her duties for the Company. The Executive hereby further acknowledges
that his or her fulfillment of the obligations contained in this Agreement, including, but not limited to, his or her obligation neither
to disclose nor to use the Confidential Information of the Company Group other than for the Company Group’s exclusive benefit and
his or her obligation not to compete contained in subsection (a) above, is necessary to protect the Confidential Information of the Company
Group and, consequently, to preserve the value and goodwill of the Company Group. The Executive hereby further acknowledges the time,
geographic and scope limitations of his or her obligations under subsection (a) above are reasonable, especially in light of the Company
Group’s desire to protect their Confidential Information, and that the Executive will not be precluded from gainful employment if
he or she is obligated not to compete with the Company Group during the period and within the Territory as described above.
(c) The covenants contained in subsection (a) above
shall be construed as a series of separate covenants, one for each city, county and state of any geographic area in the Territory. Except
for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in subsection (a) above.
If, in any arbitration proceeding, the arbitration panel refuses to enforce any of such separate covenants (or any part thereof), then
such unenforceable covenant (or such part) shall be eliminated from this agreement to the extent necessary to permit the remaining separate
covenants (or portions thereof) to be enforced. In the event the provisions of subsection (a) above are deemed to exceed the time, geographic
or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations,
as the case may be, then permitted by such law.
(d) The Executive hereby further agrees that, if so
expressly required by the applicable laws, he or she will be compensated by the Company in the total amount equal to the minimum amount
of compensation required by applicable law (hereinafter referred to as the “Non-Compete Compensation”) upon the termination
of his or her employment with the Company for the covenants that the Executive makes in this Section 6.4. The Non-Compete Compensation
(if any) will be paid on a monthly basis.
|
6.5 |
Notification of New Employer. In the event that the Executive leaves the employ of the Company, the Executive hereby grants consent to notification by the Company to his or her new employer about his or her rights and obligations under this Agreement. |
|
6.6 |
Non-Solicitation of Employees and Consultants. During the Period of Employment and for a period of two (2) years after the Severance Date, the Executive will not directly or indirectly through any other Person induce or attempt to induce any employee or independent contractor of the Company or any Affiliate of the Company to leave the employ or service, as applicable, of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any employee or independent contractor thereof, on the other hand. |
|
6.7 |
Non-Interference with Customers. During the Period of Employment and for a period of two (2) years after the Severance Date, the Executive will not directly or indirectly through any other Person influence or attempt to influence customers, vendors, suppliers, licensors, lessors, joint venturers, associates, consultants, agents, or partners of the Company or any Affiliate of the Company to divert their business away from the Company or such Affiliate, and the Executive will not otherwise interfere with, disrupt or attempt to disrupt the business relationships, contractual or otherwise, between the Company or any Affiliate of the Company, on the one hand, and any of its or their customers, suppliers, vendors, lessors, licensors, joint venturers, associates, officers, employees, consultants, managers, partners, members or investors, on the other hand. |
|
6.8 |
Cooperation. Following the Executive’s last day of employment by the Company, the Executive shall reasonably cooperate with the Company and its Affiliates in connection with: (a) any internal or governmental investigation or administrative, regulatory, arbitral or judicial proceeding involving the Company and any Affiliates with respect to matters relating to the Executive’s employment with or service as a member of the Board or the board of directors of any Affiliate (collectively, “Litigation”); or (b) any audit of the financial statements of the Company or any Affiliate with respect to the period of time when the Executive was employed by the Company or any Affiliate (“Audit”). The Executive acknowledges that such cooperation may include, but shall not be limited to, the Executive making himself available to the Company or any Affiliate (or their respective attorneys or auditors) upon reasonable notice for: (i) interviews, factual investigations, and providing declarations or affidavits that provide truthful information in connection with any Litigation or Audit; (ii) appearing at the request of the Company or any Affiliate to give testimony without requiring service of a subpoena or other legal process; (iii) volunteering to the Company or any Affiliate pertinent information related to any Litigation or Audit; (iv) providing information and legal representations to the auditors of the Company or any Affiliate, in a form and within a time frame requested by the Board, with respect to the Company’s or any Affiliate’s opening balance sheet valuation of intangibles and financial statements for the period in which the Executive was employed by the Company or any Affiliate; and (v) turning over to the Company or any Affiliate any documents relevant to any Litigation or Audit that are or may come into the Executive’s possession. |
|
6.9 |
Understanding of Covenants. The Executive acknowledges that, in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. |
Without limiting the generality of the Executive’s
agreement in the preceding paragraph, the Executive (i) represents that he is familiar with and has carefully considered the Restrictive
Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length
of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently
conducts business throughout the Territory, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods
set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company.
The Executive understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business
of the Company and any of its Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration
and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly
justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent
him from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate
to the detriment of the Executive.
|
6.10 |
Enforcement. The Executive agrees that the Executive’s services are unique and that he has access to Confidential Information. Accordingly, without limiting the generality of Section 17, the Executive agrees that a breach by the Executive of any of the covenants in this Section 6 would cause immediate and irreparable harm to the Company that would be difficult or impossible to measure, and that damages to the Company for any such injury would therefore be an inadequate remedy for any such breach. Therefore, the Executive agrees that in the event of any breach or threatened breach of any provision of this Section 6, the Company shall be entitled, in addition to and without limitation upon all other remedies the Company may have under this Agreement, at law or otherwise, to obtain specific performance, injunctive relief and/or other appropriate relief (without posting any bond or deposit) in order to enforce or prevent any violations of the provisions of this Section 6, or require the Executive to account for and pay over to the Company all compensation, profits, moneys, accruals, increments or other benefits derived from or received as a result of any transactions constituting a breach of this Section 6 if and when final judgment of a court of competent jurisdiction or arbitrator, as applicable, is so entered against the Executive. The Executive further agrees that the applicable period of time any Restrictive Covenant is in effect following the Severance Date, as determined pursuant to the foregoing provisions of this Section 6, such period of time shall be extended by the same amount of time that Executive is in breach of any Restrictive Covenant. |
|
6.11 |
Representations. The Executive hereby agrees to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. The Executive hereby represents that the Executive’s performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by the Executive in confidence or in trust prior to his or her employment by the Company. The Executive has not entered into, and hereby agrees that he or she will not enter into, any oral or written agreement in conflict with this Section 6. |
|
7. |
Withholding Taxes. Notwithstanding anything else herein to the contrary, the Company (or such other member of the Company Group, as the case may be) may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to this Agreement such national, provincial, local or any other income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation. |
|
8. |
Successors and Assigns. |
(a) This Agreement is personal to the Executive and
without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent
and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.
(b) This Agreement shall inure to the benefit of and
be binding upon the Company and its successors and assigns. Without limiting the generality of the preceding sentence, the Company will
require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company”
shall mean the Company as hereinbefore defined and any successor or assignee, as applicable, which assumes and agrees to perform this
Agreement by operation of law or otherwise.
|
9. |
Number and Gender. Where the context requires, the singular shall include the plural, the plural shall include the singular, and any gender shall include all other genders. |
|
10. |
Section Headings. The section headings of, and titles of paragraphs and subparagraphs contained in, this Agreement are for the purpose of convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation thereof. |
|
11. |
Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York. |
|
12. |
Severability. It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable under any present or future law, and if the rights and obligations of any party under this Agreement will not be materially and adversely affected thereby, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction, and to this end the provisions of this Agreement are declared to be severable; furthermore, in lieu of such invalid or unenforceable provision there will be added automatically as a part of this Agreement, a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible. Notwithstanding the foregoing, if such provision could be more narrowly drawn (as to geographic scope, period of duration or otherwise) so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. |
|
13. |
Entire Agreement. This Agreement embodies the entire agreement of the parties hereto respecting the matters within its scope. This Agreement supersedes all prior and contemporaneous agreements of the parties hereto that directly or indirectly bears upon the subject matter hereof (including, without limitation, any offer letter or previous employment agreement). Any prior negotiations, correspondence, agreements, proposals or understandings relating to the subject matter hereof shall be deemed to have been merged into this Agreement, and to the extent inconsistent herewith, such negotiations, correspondence, agreements, proposals, or understandings shall be deemed to be of no force or effect. There are no representations, warranties, or agreements, whether express or implied, or oral or written, with respect to the subject matter hereof, except as expressly set forth herein. |
|
14. |
Modifications. This Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Agreement, which agreement is executed by both of the parties hereto. |
|
15. |
Waiver. Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. |
|
16. |
Waiver of Jury Trial. |
(a) In exchange for the benefits of the speedy, economical
and impartial dispute resolution procedure of arbitration, the Executive and the Company, with the advice and consent of their selected
counsel, choose to forego their right to resolution of their disputes in a court of law by a judge or jury, and instead agree that any
controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default,
or misrepresentation in connection with any of its provisions, or any other controversy arising out of Executive’s employment, including,
but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Hong Kong, before a sole arbitrator (the
“Arbitrator”). If the parties hereto cannot agree on the nomination of an arbitrator, the appointment shall be made
by the Hong Kong International Arbitration Centre (the “Centre”). The arbitrator shall decide any dispute submitted by the
parties strictly in accordance with the substantive law of the State of New York of the United States and shall not apply any other substantive
law. The arbitration tribunal shall apply the UNCITRAL Arbitration Rules as administered by the Centre at the time of the arbitration.
Final resolution of any dispute through arbitration may include any remedy or relief which the Arbitrator deems just and equitable, including
any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue
a written decision that sets forth the essential findings and conclusions upon which the Arbitrator’s award or decision is based. Any
award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court
of competent jurisdiction. The costs of any arbitration shall be borne by the losing party or parties, unless otherwise determined by
the arbitrator.
(b) Notwithstanding the foregoing, the request by either
party for preliminary or permanent injunctive relief, whether prohibitive or mandatory, shall not be subject to arbitration and may be
adjudicated only by any federal or state court located in the city of New York, New York having jurisdiction over the parties and the
subject matter. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY
DO SO, TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDER.
(c) This Section 16 shall not be construed to limit (1) the
Company’s right to obtain relief or to defend itself against claims by third parties and in connection therewith the Company shall
not be requested first to arbitrate such matter or controversy hereunder or to post a bond, or (2) the Company’s right to take any
action required by any federal, state or foreign governmental or regulatory authority or which the Company deems necessary for the safety
and soundness of the Company and/or the Company’s compliance with applicable laws and regulations.
|
17. |
Remedies. Each of the parties to this Agreement and any such person or entity granted rights hereunder whether or not such person or entity is a signatory hereto shall be entitled to enforce its rights under this Agreement specifically to recover damages and costs for any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that each party may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance, injunctive relief and/or other appropriate equitable relief (without posting any bond or deposit) in order to enforce or prevent any violations of the provisions of this Agreement. |
(a) All notices, requests, demands and other communications
required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and made if (i) delivered by
hand, (ii) otherwise delivered against receipt therefor, or (iii) sent by internationally recognized courier with next-day or second-day
delivery. Any notice shall be duly addressed to the parties as follows:
(i) if to the Company:
Address: 3rd Foor, Tower A, Tagen Knowledge
& Innovation Center, 2nd Shenyun West Road, Nanshan District, Shenzhen, Guangdong Province 518045, the People’s Republic of
China
Attention:
(ii) if to the Executive:
(b) Any party may alter the address to which communications
or copies are to be sent by giving notice of such change of address in conformity with the provisions of this Section 18 for the giving
of notice. Any communication shall be effective when delivered by hand, when otherwise delivered against receipt therefor, or three (3)
business days after being sent in accordance with the foregoing.
|
19. |
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose. |
|
20. |
Legal Counsel; Mutual Drafting. Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Each party has cooperated in the drafting, negotiation and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such language. The Executive agrees and acknowledges that he has read and understands this Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel prior to entering into this Agreement and has had ample opportunity to do so. |
|
21. |
Section 409A; Section 457A. |
(a) It is intended that any amounts payable under this
Agreement shall either be exempt from or comply with Section 409A of the U.S. Internal Revenue Code (including the Treasury regulations
and other published guidance relating thereto) (“Code Section 409A”) so as not to subject the Executive to payment
of any additional tax, penalty or interest imposed under Code Section 409A. The provisions of this Agreement shall be construed and interpreted
to avoid the imputation of any such additional tax, penalty or interest under Code Section 409A yet preserve (to the nearest extent reasonably
possible) the intended benefit payable to the Executive.
(b) If the Executive is a “specified employee”
within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Executive’s “separation from service”
(within the meaning of Code Section 409A), the Executive shall not be entitled to any payment or benefit pursuant to Section 5.3(b) until
the earlier of (i) the date which is six (6) months after his or her separation from service for any reason other than death, or (ii)
the date of the Executive’s death. The provisions of this Section 21(b) shall only apply if, and to the extent, required to avoid
the imputation of any tax, penalty or interest pursuant to Code Section 409A. Any amounts otherwise payable to the Executive upon or in
the six (6) month period following the Executive’s separation from service that are not so paid by reason of this Section 21(b)
shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months
after the Executive’s separation from service (or, if earlier, as soon as practicable, and in all events within thirty (30) days,
after the date of the Executive’s death).
(c) To the extent that any benefits reimbursements pursuant
to Section 4.2 or 5.3(b)(ii) are taxable to the Executive, any reimbursement payment due to the Executive pursuant to any such provision
shall be paid to the Executive on or before the last day of the Executive’s taxable year following the taxable year in which the
related expense was incurred. The benefits and reimbursements pursuant to such provisions are not subject to liquidation or exchange for
another benefit and the amount of such benefits and reimbursements that the Executive receives in one taxable year shall not affect the
amount of such benefits or reimbursements that the Executive receives in any other taxable year.
(d) It is intended that any amounts payable under this
Agreement shall not be subject to tax by operation of Section 457A of the U.S. Internal Revenue Code (including the Treasury regulations
and other published guidance relating thereto) (“Code Section 457A”) so as not to subject the Executive to payment
of any additional tax, penalty or interest imposed under Code Section 457A. The provisions of this Agreement shall be construed and interpreted
to avoid the imputation of any such additional tax, penalty or interest under Code Section 457A yet preserve (to the nearest extent reasonably
possible) the intended benefit payable to the Executive.
[The remainder of this page has intentionally
been left blank.]
IN WITNESS WHEREOF, the Company and the
Executive have executed this Agreement as of the Effective Date.
BTC DIGITAL LTD. |
|
|
|
By: |
|
|
Name: |
|
|
Title: |
|
|
EXHIBIT A
TERMINATION CERTIFICATE
This is to certify that I do not have in my possession,
nor have I failed to return, any Confidential Information belonging to BTC Digital Ltd. (the “Company”), its subsidiaries,
affiliates, successors or assigns (together, the “Company Group”). For purposes of this Termination Certificate, the
term “Confidential Information” shall have the meaning assigned thereto in my Employment Agreement with the Company, dated
on or about _______ (the “Agreement”).
I further certify that I have complied with all
the terms of the Agreement signed by me, including all of the provisions of Section 6 of the Agreement.
I further agree that, in compliance with the Agreement,
I will preserve as confidential all Confidential Information.
I further agree that for two (2) years from this
date, I will not either directly or indirectly solicit, induce, recruit or encourage any employees of the Company or the Company Group
to leave their employment, or take away such employees, or attempt to solicit, induce, recruit, encourage or take away employees of the
Company or the Company Group and/or any suppliers, customers or consultants of the Company or the Company Group, either for myself or
for any other person or entity.
Date: ________
By: ____________________
Name:
EXHIBIT B
LIST OF PRIOR INVENTIONS
Title |
|
Date |
|
Identifying Number or Brief Description |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
______ No inventions or improvements
______ Additional Sheets Attached
Signature of Employee:
Print Name of Employee: ______
Date: _______
|
|
B-1
Exhibit 10.9
DATED 2023-12-10
FUTURE
SALES AND PURCHASE AGREEMENT
BETWEEN
BITMAIN TECHNOLOGIES DELAWARE LIMITED
(“BITMAIN”)
and
Meten Block Chain LLC
(“PURCHASER”)
THIS AGREEMENT (the “Agreement”) is made
on 2023-12-10.
BETWEEN:
(1) BITMAIN TECHNOLOGIES DELAWARE LIMITED, a company
incorporated under the laws of the State of Delaware, the United States (File Number: 6096946)(“BITMAIN”), having
its principal address at 840 New Burton Street, Suite 201, Dover, Kent, DE 19904; and
(2) Meten Block Chain LLC, a company incorporated under the
laws of the State of United States the United States (File Number 38-4215356), having its principal address at 8 THE GREEN, STE A,
DOVER 19901 (“Purchaser”).
Each of the parties to this Agreement is referred herein individually
as a “Party” and collectively as the “Parties”.
WHEREAS:
(A) Purchaser fully understands the market risks, the price-setting
principles and the market fluctuations relating to the products of BITMAIN and is familiar with the purchase and ordering process of
products of BITMAIN.
(B) Purchaser agrees to purchase and BITMAIN agrees to supply the Products
(as defined below) in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants set forth in this Agreement, the parties agree as follows:
1. Definitions and Interpretations
1.1 The following terms, as used herein, have the following
meanings:
“Affiliate(s)” means, with respect to any Person,
any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person.
“Applicable Law(s)” means any treaty, law,
decree, order, regulation, decision, statute, ordinance, rule, directive, code or other document that has legal force under any
system of law, including, without limitation, local law, law of any other state or part thereof or international law, and which
creates or purports to create any requirement or rule that may affect, restrict, prohibit or expressly allow the terms of this
Agreement or any activity contemplated or carried out under this Agreement.
“Business Day(s)” means a day (other than Saturday
or Sunday) on which banking institutions in the Relevant Jurisdiction are open generally for normal banking business.
“Contracted Hashrate” means the aggregation of the
hashrate of all the Products as set forth in Appendix A.
“Control” means, with respect to any Person, the
power or authority, whether exercised or not, to direct the business, management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise, provided that in the case of a Person that is an entity,
such power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the vote of
more than fifty percent (50%) of the votes entitled to be cast at a meeting of the holders of the shares or other equity interests or
registered capital of such Person or power to control the composition of a majority of the board of directors or similar governing body
of such Person. The terms “Controlled” and “Controlling” have meanings correlative to the foregoing.
“Force Majeure” means in respect of either
Party, any event or occurrence whatsoever beyond the reasonable control of that Party, non-foreseeable, or even if foreseen, was
unavoidable and occurs after the date of this Agreement in or affecting the Relevant Jurisdictions. “Force Majeure
Event(s)” include, without limitation, war (declared or undeclared), terrorist activities, acts of sabotage, blockade, fire,
lightning, acts of God, national strikes, riots, insurrections, civil commotions, quarantine restrictions, epidemics, earthquakes,
landslides, avalanches, floods, hurricanes, explosions, acts of government, and other instances which are accepted as a force
majeure event in general international commercial practice. For the avoidance of doubt, any prohibition or restriction in relation
to the production and/or sale of cryptocurrency mining hardware declared by any Governmental Authority (other than the local
Governmental Authority with competent authority over BITMAIN) shall not constitute a Force Majeure Event.
“Governmental Authority” means any government of
any nation, federation, province, state or locality or any other political subdivision thereof, any entity, authority or body exercising
executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority,
agency, department, board, commission or instrumentality of any country, or any political subdivision thereof, any court, tribunal or
arbitrator, and any self-regulatory organization.
“Intellectual Property Rights” means any and all
intellectual property rights, including but not limited to those concerning inventions, patents, utility models, registered designs and
models, engineering or production materials, drawings, trademarks, service marks, domain names, applications for any of the foregoing
(and the rights to apply for any of the foregoing), proprietary or business sensitive information and/or technical know-how, copyright,
authorship, whether registered or not, and any neighbor rights.
“Person”
means any individual, corporation, partnership, limited partnership, proprietorship, association, limited liability company, firm,
trust, estate or other enterprise or entity (whether or not having separate legal personality).
“Purchase Unit Price” the per T unit price
of the Products, as set forth in Appendix A.
“Product(s)” means the cryptocurrency
mining hardware and other equipment or merchandise that BITMAIN will sell to the Purchaser in accordance with this Agreement, details
of which are set forth in Appendix A.
“Quantity of the Products” means 2,000,
being the quotient of the Contracted Hashrate divided by Rated Hashrate per Unit as set forth in Appendix A, which is for reference only
and shall not be deemed as any representation, warranty or covenant made by BITMAIN. The Quantity of the Products shall be automatically
adjusted in accordance with the change (if any) of the Rated Hashrate per Unit of the delivered Products.
“Rated Hashrate per Unit” means the
rated hashrate of each unit of the Products as set forth in Appendix A.
“Relevant Jurisdiction” means the State
of Delaware, the United States.
“Shipping Period” means the estimated
time period when BITMAIN shall ship the applicable batch of Products on condition that the Purchaser has fulfilled its payment obligations
hereunder, as set forth in Appendix A.
“Total Purchase Price” means $ 5,320,000.00,
being the product of Purchase Unit Price multiplied by the Contracted Hashrate.
“US$” or “US Dollars” means
the lawful currency of the United States of America.
“Warranty Period” means the period
of time that the Products are covered by the warranty granted by BITMAIN or its Affiliates in accordance with Clause 6.
“Warranty Start Date” means the date
on which the Products are delivered to the carrier as recorded on BITMAIN Website.
| 1.2 | In this Agreement, unless otherwise specified: |
| (a) | Any singular term in this Agreement shall be deemed to include
the plural and vice versa where the context so requires |
| (b) | The headings in this Agreement are inserted for convenience
only and shall not be taken into consideration in the interpretation or construction of this Agreement. |
| (c) | References to Clause(s) and Appendix(es) are references to
Clause(s) and Appendix(es) of this Agreement. |
| (d) | The Appendixes form part of this Agreement and shall have
the same force and effect as if expressly set out in the body of this Agreement. |
| (e) | Unless specifically stated otherwise, all references to days
shall mean calendar days. |
| (f) | Any reference to a code, law, statute, statutory provision,
statutory instrument, order, regulation or other instrument of similar effect shall include any re-enactment or amendment thereof for
the time being in force. |
| 2. | Sales and Purchase of Products |
2.1 Subject
to the terms and conditions set forth herein, the Purchaser agrees to purchase the batches of Products at the Total Purchase Price.
| 3. | Price and Terms of Payment |
3.1. The Purchaser shall pay the Total Purchase Price
of each batch of Products in tranches in accordance with the payment schedule as set forth in Appendix B.
3.2 All sums
payable by the Purchaser to BITMAIN shall not be subject to any abatement, set-off, claim, counterclaim, adjustment, reduction, or defense
for any reason. Unless otherwise explicitly specified herein, any and all payments made by the Purchaser (including, without limitation,
the payment of the Total Purchase Price) are not refundable. Without prejudice to the foregoing, the Parties acknowledge and agree that
BITMAIN shall be entitled to deduct from, set-off and apply any and all deposits and balance of the Purchaser for any sums owed by the
Purchaser to BITMAIN, including but not limited to any liquidated damages, indemnities, liabilities, etc.
3.3 In the
event that the Purchaser fails to fully settle the respective percentage of the Total Purchase Price with respect to any applicable batch
before the prescribed deadline(s) set forth in Appendix B without BITMAIN’s prior written consent, BITMAIN, at its sole discretion,
shall be entitled to: (a) charge default interest on all unpaid amount with respect to each applicable batch, at the rate of twelve percent
(12%) per annum; and (b) continue to perform its obligations with respect to such applicable batch, provided that, in each case, any and
all the losses, claims, damages or liabilities that BITMAIN may suffer shall be fully indemnified by the Purchaser.
3.4 Before the Purchaser
makes any payment on any batch of Product(s), the Parties shall confirm and agree on the batch of the Product(s) against which
payment is being made. This confirmation shall be used to determine matters where different arrangements are applicable to different
batches, including, but not limited to, defaults of the Purchaser and the product discount (if any) offered to the Purchaser.
3.5 The Purchaser
shall complete the relevant order processing procedures on the official website of BITMAIN: https://shop.bitmain.com (the “BITMAIN
Website”) in accordance with BITMAIN’s instructions.
3.6 The Parties
understand and agree that the Total Purchase Price is inclusive of the insurance (as set forth in Clause 2 of the Appendix A) fee and
applicable bank transaction fee, but is exclusive of the logistics costs of shipping from BTIMAIN’s factory to the designated place
of the Purchaser, relevant maintenance or other applicable costs of the Purchaser to purchase the Products, and any and all applicable
import duties, taxes (any value-added taxes, sales and use tax and other similar turnover tax) and governmental charges.
3.7 The Purchaser
is responsible for being compliant with tax filing requirement regulated by any federal, state or local taxing authority in the United
States regarding all applicable taxes, including, but not limited to sales and use tax, value-added taxes and any other governmental charges
and duties connected with the services provided by BITMAIN or the payment of any amounts hereunder. The Purchaser agrees to provide BITMAIN
with the tax payment certificate or acknowledgement or the confirmation email issued by the relevant state tax authorities regarding the
abovementioned taxes as applicable.
3.8 The Purchaser
shall indemnify and hold BITMAIN harmless from and against any and all liability of tax filing, claims, late payment interest, fines,
penalties in relation to sales and use tax, value- added taxes and any other governmental charges and duties connected with the services
provided by BITMAIN or the payment of any amounts hereunder.
| 4.1 | The Parties agree that the shipping of the Products shall be
completed as follows: |
(a) BITMAIN
shall notify the Purchaser when a batch or a portion of the batch of the Products is ready for shipment (“Ready-to-Ship Notification”)
during or after the Shipping Period as set forth in Appendix A (in any event no later than 30th day after the expiration of the Shipping
Period as set forth in Appendix A), provided that, the Purchaser shall have fulfilled its payment obligations in accordance with this
Agreement. For each batch, BITMAIN shall be entitled to ship by installments and send a Ready-to-Ship Notification for each installment.
BITMAIN shall be deemed to have fulfilled its obligation to deliver the Products once BITMAIN sends the Purchaser the Ready-to-Ship Notification.
(b) Within
three (3) days upon the receipt of the Ready-to-Ship Notification, the Purchaser shall inform BITMAIN of a shipping address or its intention
to self-pick up the Products in a manner as agreed by the Parties (the “Confirmation”). The title and risk of loss or damage
to the Products shall pass to the Purchaser when BITMAIN delivers the Products to the carrier, or when the Purchaser self-picks up the
Products, whichever is applicable.
(c) If the
Purchaser fails to provide the Confirmation within thirty (30) days following receipt of the Ready-to-Ship Notification, BITMAIN shall
be entitled to handle the Products in any manner it deems appropriate.
(d) Under no
circumstance shall BITMAIN be required to refund the payment already made if the Purchaser fails to provide the Confirmation.
4.2 Subject
to Clause 4.1 and the limitations stated in Appendix A, the terms of delivery of the Products shall be FCA (BITMAIN’s warehouse)
according to Incoterms 2020. BITMAIN shall send a shipping confirmation to the Purchaser after it has delivered the Products to the carrier.
The Parties hereby acknowledge and agree that the delivery of the Products to the carrier shall occur outside of the United States.
4.3 In the event
of any discrepancy between this Agreement and BITMAIN’s cargo insurance policy regarding the insurance coverage, the then effective
BITMAIN cargo insurance policy shall prevail, and BITMAIN shall be required to provide the then effective insurance coverage to the Purchaser.
4.4 If BITMAIN, at its own fault, fails to send
the Ready-to-Ship Notification within thirty (30) days after the expiration of the Shipping Period as set forth in Appendix A, the Purchaser
shall be entitled to cancel such batch of Products and request BITMAIN to refund the respective price of such undelivered batch of Products
already paid by the Purchaser together with an interest at 0.0333% per day for the period from the next day of each payment of the price
of such batch of Products to the date immediately prior to the request. In the event that the Purchaser does not cancel undelivered batch
of Products and requests BITMAIN to perform its delivery obligation, BITMAIN shall continue to perform its delivery obligation and compensate
the Purchaser in accordance with Clause 4.5 of this Agreement.
4.5 If BITMAIN, at
its own fault, fails to send the Ready-to-Ship Notification within thirty (30) days after expiration of the Shipping Period as set
forth in Appendix A and the Purchaser does not cancel such batch of Products and requests BITMAIN to perform its delivery
obligations, BITMAIN shall make a compensation to the Purchaser on daily basis , the amount of which shall equal to 0.0333% of the
respective price of such undelivered batch of Products, which already paid by the Purchaser, which compensation shall be made in the
form of delivery of more Products increasing the total hashrate. Compensation amount less than the equivalence to the Rated Hashrate
per Unit of Product shall be credited to the balance of the Purchaser.
4.6 There are
(3) batches of Products under this Agreement and each batch shall constitute independent legal obligations of and shall be performed separately
by the Parties. The delay of a particular batch shall not constitute waiver of the payment obligations of the Purchaser in respect of
other batches. The Purchaser shall not terminate this Agreement solely on the ground of delay of delivery for a single batch of Products.
4.7 The Purchaser shall choose the following shipping method:
☐ Shipping
by BITMAIN via FedEx/DHL/UPS/other logistics company |
þ Self-pick |
Logistics costs shall be borne by the Purchaser. BITMAIN
shall be entitled to collect payments on behalf of the logistics service providers and issue logistics service invoices if the Purchaser
requests BITMAIN to send the Products.
4.8 Notwithstanding
anything to the contrary contained in Clauses 4.4 and 4.5, under no circumstances, BITMAIN shall be responsible for any delivery delay
caused by the Purchaser or any third party, including but not limited to the carrier, the customs, and the import brokers, nor shall it
be liable for damages, whether direct, indirect, incidental, consequential, or otherwise, for any failure, delay or error in delivery
of any Products for any reason whatsoever.
4.9 BITMAIN
shall not be responsible for, and the Purchaser shall be fully and exclusively responsible for any loss of Product(s), personal injury,
property damage, other damage or liability caused by the Product(s) or the transportation of the Product(s) either to the Purchaser or
any third party, or theft of the Product(s) during transportation from BITMAIN to the Purchaser.
4.10 BITMAIN
has the right to discontinue the sales of the Products and to make changes to its Products at any time, without prior approval from or
notice to the Purchaser.
4.11 If the Product(s) is rejected and/or returned to BITMAIN due
to any reason and regardless of the cause of such delivery failure, the Purchaser shall be solely and exclusively liable for and
shall defend, fully indemnify and hold harmless BITMAIN against any and all related expenses, fees, charges and costs incurred,
arising out of or incidental to such rejection and/or return (the “Return Expense”). Furthermore, if the Purchaser would
like to ask for BITMAIN’s assistance in redelivering such Product(s) or assist in any other manner, and if BITMAIN at its sole
discretion decides to provide this assistance, then in addition to the Return Expense, the Purchaser shall also pay BITMAIN an
administrative fee in accordance with BITMAIN’s then applicable internal policy.
4.12 If the
Purchaser fails to provide BITMAIN with the Confirmation or the shipping address provided by the Purchaser is a false address or does
not exist, or the Purchaser rejects to accept the Products when delivered, any related costs occurred (including storage costs, warehousing
charge and labor costs) shall be borne by the Purchaser.
4.13 The Purchaser
shall inspect the Products within two (2) days (the “Acceptance Time”) after receiving the Products (the date of signature
on the carrier’s delivery voucher shall be the date of receipt). If the Purchaser does not raise any written objection within the
Acceptance Time, the Products delivered by BITMAIN shall be deemed to be in full compliance with the provisions of this Agreement. The
Products delivered are neither returnable nor refundable.
5.1 BITMAIN
shall obtain in due time and maintain throughout the term of this Agreement (if applicable), any and all approvals, permits, authorizations,
licenses and clearances for the export of the Product(s) that are required to be obtained by BITMAIN or the carrier under Applicable Laws.
5.2 The Purchaser
shall obtain in due time and maintain throughout the term of this Agreement (if applicable), any and all approvals, permits, authorizations,
licenses and clearances required for the import of the Products to the country of delivery as indicated in the shipping information, that
are required to be obtained by the Purchaser or the carrier under Applicable Laws, and shall be responsible for any and all additional
fees, expenses and charges in relation to the import of the Products.
5.3 As far
as permitted by laws, except for the Warranty as set forth in Clause 6, BITMAIN provides no other warranty, explicit or implied, in any
form, including but not limited to the warranty of the marketability, satisfaction of the quality, suitability for the specific purpose,
not infringing third party’ s right, etc. In addition, BITMAIN shall not be responsible for any direct, specific, incidental, accidental
or indirect loss arising from the use of the Products, including but not limited to the loss of commercial profits.
| 5.4 | BITMAIN shall not be liable for any loss caused by: |
(a) failure
of the Purchaser to use the Products in accordance with the manual, specifications, operation descriptions or operation conditions provided
by BITMAIN in writing;
(b) the non-operation
of the Products during the replacement/maintenance period or caused by other reasons; or
(c) confiscation, seizure, search or other actions taken by government agencies such as customs.
6.1 The Warranty Period shall start on the
Warranty Start Date and end on the 365th day after the Warranty Start Date. During the Warranty Period, the Purchaser’s sole
and exclusive remedy, and BITMAIN’s entire liability, will be to repair or replace, at BITMAIN’s option, the defective
part/component of the Product(s) or the defective Product(s) at no charge to the Purchaser. If the Purchaser requires BITMAIN to
provide any Warranty services, the Purchaser shall complete the appropriate actions on the BITMAIN Website in accordance with the
requirements of BITMAIN and send the Product(s) to the place designated by BITMAIN within the time limit required by BITMAIN.
Otherwise, BITMAIN shall be entitled to refuse to provide the Warranty services.
6.2 The Parties
acknowledge and agree that the warranty provided by BITMAIN as stated in the preceding paragraph does not apply to the following:
(a) normal wear and tear;
(b) damage resulting
from accident, abuse, misuse, neglect, improper handling or improper installation;
(c) damage or
loss of the Product(s) caused by undue physical or electrical stress, including but not limited to moisture, corrosive environments, high
voltage surges, extreme temperatures, shipping, or abnormal working conditions;
(d) damage
or loss of the Product(s) caused by acts of nature including, but not limited to, floods, storms, fires, and earthquakes;
(e) damage caused
by operator error, or non-compliance with instructions as set out in accompanying documentation provided by BITMAIN;
(f) alterations
by persons other than BITMAIN, or its associated partners or authorized service facilities;
(g) Product(s),
on which the original software has been replaced or modified by persons other than BITMAIN, or its associated partners or authorized service
facilities;
(h) counterfeit products;
(i) damage
or loss of data due to interoperability with current and/or future versions of operating system, software and/or hardware;
(j) damage
or loss of data caused by improper usage and behavior which is not recommended and/or permitted in the product documentation provided
by BITMAIN;
(k) failure of the Product(s) caused by usage of products not supplied by BITMAIN; and
(l) hash boards or chips are burnt.
In case the warranty is voided, BITMAIN may, at its
sole discretion, provide repair service to the Purchaser, and the Purchaser shall bear all related expenses and costs.
6.3 Notwithstanding
anything to the contrary herein, the Purchaser acknowledges and agrees that the Products provided by BITMAIN do not guarantee any cryptocurrency
mining time and, BITMAIN shall not be liable for any cryptocurrency mining time loss or cryptocurrency mining revenue loss that are caused
by downtime of any part/component of the Products. BITMAIN does not warrant that the Products will meet the Purchaser’s requirements
or the Products will be uninterrupted or error free. Except as provided in Clause 6.1, BITMAIN makes no warranties to the Purchaser with
respect to the Products, and no warranties of any kind, whether
written, oral, express, implied or statutory, including warranties of merchantability, fitness for a particular purpose or non-infringement
or arising from course of dealing or usage in trade shall apply.
6.4 In
the event of any ambiguity or discrepancy between this Clause 6 and BITMAIN’s After-sales Service Policy from time to time, it is
intended that the After-sales Service Policy shall prevail and the Parties shall comply with and give effect to the After-sales Service
Policy. Please refer to BITMAIN Website for detailed terms of warranty and after-sales maintenance. BITMAIN has no obligation to notify
the Purchaser of the update or modification of such terms.
6.5 During the
warranty period, if the hardware of the product(s) needs to be repaired or replaced, the Purchaser shall bear the logistics costs of shipping
the Product(s) to the address designated by BITMAIN, and BITMAIN shall bear the logistics costs of shipping back the repaired or replaced
Product(s) to the address designated by the Purchaser. The Purchaser shall bear all and any additional costs incurred due to incorrect
or incomplete delivery information provided by the Purchaser and all and any risks of loss or damage to the Product(s), or the parts or
components of the Products(s) during the transportation period (including the transportation period when the product is sent to BITMAIN
and returned by BITMAIN to the Purchaser).
| 7. | Representations and Warranties |
| 7.1 | The Purchaser makes the following representations and warranties
to BITMAIN: |
(a) It is duly
incorporated or organized, validly existing and in good standing (or equivalent status in the relevant jurisdiction) under the laws of
the jurisdiction of its incorporation or organization. It has the full power and authority to own its assets and carry on its businesses.
(b) The obligations
expressed to be assumed by it under this Agreement are legal, valid, binding and enforceable obligations.
(c) It has the
power to enter into, perform and deliver, and has taken all necessary action to authorize its entry into, performance and delivery of,
this Agreement and the transactions contemplated by this Agreement.
(d) The entry
into and performance by it of, and the transactions contemplated by, this Agreement do not and will not conflict with any Applicable Laws,
its constitutional documents; or any agreement or instrument binding upon it or any of its assets.
(e) All authorizations
required or desirable, to enable it lawfully to enter into, exercise its rights under and comply with its obligations under this Agreement;
to ensure that those obligations are legal, valid, binding and enforceable; and to make this Agreement admissible in evidence in its jurisdiction
of incorporation, have been, or will have been by the time, obtained or effected and are, or will be by the appropriate time, in full
force and effect.
(f) It is not
aware of any circumstances which are likely to lead to any authorization obtained or effected not remaining in full force and effect,
any authorization not being obtained, renewed or effected when required or desirable; or any authorization being subject to a condition
or requirement which it does not reasonably expect to satisfy or the compliance with which has or could reasonably be expected to have
a material adverse effect.
(g) It is not
the target of economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S.
Department of State, the United Nations Security Council, the European Union (“Sanctions”), including by being listed on the
Specially Designated Nationals and Blocked Persons (SDN) List maintained by OFAC or any other Sanctions list maintained by one of the
foregoing governmental authorities, directly or indirectly owned or controlled by one or more SDNs or other Persons included on any other
Sanctions list, or located, organized or resident in a country or territory that is the target of Sanctions; and (b) the purchase of the
Products will not violate any Sanctions or import and export control related laws and regulations.
(h) All information
supplied by the Purchaser is and shall be true and correct, and the information does not contain and will not contain any statement that
is false or misleading.
(i) It acknowledges
and agrees that, in entering into this Agreement, BITMAIN has relied on the warranties set forth in this Clause 7.1.
| 8. | Indemnification and Limitation of Liability |
8.1 The Purchaser
shall, during the term of this Agreement and at any time thereafter, indemnify and save BITMAIN and/or its Affiliates harmless from and
against any and all damages, suits, claims, judgments, liabilities, losses, fees, costs or expenses of any kind, including legal fees,
whatsoever arising out of or incidental to the Products pursuant to this Agreement.
8.2 Notwithstanding
anything to the contrary herein, BITMAIN and its Affiliates shall under no circumstances, be liable to the Purchaser for any consequential
loss, or any indirect, incidental, special, exemplary or punitive damages, or any measure of damages based on diminution in value or based
on any loss of goodwill, business, anticipated profits, revenue, contract, or business opportunity or similar concept arising out of or
in connection with this Agreement, and the Purchaser hereby waives any claim it may at any time have against BITMAIN and its Affiliates
in respect of any such damages. The foregoing limitation of liability shall apply whether in an action at law, including but not limited
to contract, strict liability, negligence, willful misconduct or other tortious action, or an action in equity.
8.3 BITMAIN
and its Affiliates’ cumulative aggregate liability pursuant to this Agreement, whether arising from tort, breach of contract or
any other cause of action shall be limited to and not exceed the amount of one hundred percent (100%) of the payment actually received
by BITMAIN from the Purchaser for the Products under this Agreement.
8.4 The Products
are not designed, manufactured or intended for use in hazardous or critical environments or in activities requiring emergency or fail-safe
operation, such as the operation of nuclear facilities, aircraft navigation or communication systems or in any other applications or activities
in which failure of the Products may pose the risk of environmental harm or physical injury or death to humans. In addition to the disclaimer
of warranties set forth in Clause 6.3, BITMAIN further disclaims any express or implied warranty of fitness for any of the above described
applications and any such use shall be at the Purchaser’s sole risk.
8.5 The above
limitations and exclusions shall survive and apply: (a) notwithstanding failure of essential purpose of any exclusive or limited remedy;
and (b) whether or not BITMAIN has been advised of the possibility of such damages. The Parties acknowledge the limitation of liability
and the allocation of risks in this Clause 8 is an essential element of the basis of the bargain between the Parties under this Agreement
and BITMAIN’s pricing reflects this allocation of risks and the abovementioned limitations of liability.
9.1 This
Agreement does not constitute a distributor agreement between BITMAIN and the Purchaser. Therefore, the Purchaser acknowledges that it
is not an authorized distributor of BITMAIN.
9.2 The Purchaser
shall in no event claim or imply to a third party that it is an authorized distributor of BITMAIN or BITMAIN (ANTMINER) or their respective
Affiliates, or perform any act that will cause it to be construed as an authorized distributor of BITMAIN or BITMAIN (ANTMINER) or their
respective Affiliates. As between the Purchaser and BITMAIN, the Purchaser shall be exclusively and fully responsible for complying with
the Applicable Laws regarding repackaging the Products for the Purchaser’s redistribution needs, and shall be solely liable for
any and all liabilities or costs directly incurred or incidental to such redistribution.
| 10. | Intellectual Property Rights |
10.1 The Parties agree that the Intellectual Property Rights in any
way contained in the Products, made, conceived or developed by BITMAIN and/or its Affiliates for the Products under this Agreement
and/or, achieved, derived from, related to, connected with the provision of the Products by BITMAIN and/or acquired by BITMAIN from
any other person in performance of this Agreement shall be the exclusive property of BITMAIN and/or its Affiliates.
10.2 Notwithstanding
anything to the contrary herein, all Intellectual Property Rights in the Products shall remain the exclusive property of BITMAIN and/or
its licensors. Except for licenses explicitly identified in BITMAIN’s shipping confirmation or in this Clause 10.2, no rights or
licenses are expressly granted, or implied, whether by estoppel or otherwise, in respect of any Intellectual Property Rights of BITMAIN
and/or its Affiliates or any Intellectual Property residing in the Products provided by BITMAIN to the Purchaser, including in any documentation
or any data furnished by BITMAIN. BITMAIN grants the Purchaser a non-exclusive, non-transferrable, royalty- free and irrevocable license
of BITMAIN and/or its Affiliates’ Intellectual Property Rights to solely use the Products delivered by BITMAIN to the Purchaser
for their ordinary function, and subject to the provisions set forth herein. The Purchaser shall in no event violate the Intellectual
Property Rights of BITMAIN and/or its licensors.
10.3 The Purchaser
shall not illegally use or infringe the Intellectual Property Rights of the Products in any way. Otherwise, BITMAIN shall have the right
to request the Purchaser to take immediate remedial measures and assume full responsibilities, including but not limited to ceasing the
infringement immediately, eliminating the impact, and compensating BITMAIN and/or its suppliers for all losses arising out of the infringement,
etc.
10.4 The Purchaser
shall not use any technical means to disassemble, mapping or analyze the Products of BITMAIN, and shall not reverse engineer or otherwise
attempt to derive or obtain information about the function, manufacture or operation of the Products, to retrieve relevant technical information
of the Products and use it for commercial purposes. Otherwise, the Purchaser shall be liable for losses caused to BITMAIN in accordance
with Clause 10.3.
10.5 If applicable,
payment by the Purchaser of non-recurring charges to BITMAIN for any special designs, or engineering or production materials required
for BITMAIN’s performance of obligations for customized Products, shall not be construed as payment for the assignment from BITMAIN
to the Purchaser of title to such special design, engineering or production materials. BITMAIN shall be the sole owner of such special
designs, engineering or production materials with regard to such Products.
| 11. | Confidentiality and Communications |
11.1 All information concerning this Agreement and matters
pertaining to or derived from the provision of Products pursuant to this Agreement between the Parties, whether in oral or written
form, or in the form of drawings, computer programs or other, as well as all data derived therefrom (“Confidential
Information”), shall be deemed to be confidential and, as such, may not be divulged to any unauthorized person. The Purchaser
undertakes and agrees to take all reasonable and practicable steps to ensure and protect the confidentiality of the Confidential
Information which cannot be passed, sold, traded, published or disclosed to any unauthorized person.
| 12. | Term of this Agreement |
12.1 The Parties
agree that, unless this Agreement specifies otherwise, no Party shall terminate this Agreement in advance.
12.2 This Agreement
shall be effective upon execution by both Parties of this Agreement and shall remain effective up to and until the delivery of the last
batch of Products.
13.1 All notices,
requirements, requests, claims, and other communications in relation to this Agreement shall be in writing, and shall be given or made
by delivery in person, by an internationally recognized overnight courier service, by facsimile or registered or certified mail (postage
prepaid, return receipt requested) or electronic mail to the respective Parties at the addresses specified below or at such other address
for a Party as may be specified in a notice given in accordance with this Clause 13.
13.2 The Purchaser
undertakes that the documents, materials, vouchers, order information, payment account information, credential numbers, mobile phone numbers,
transaction instructions and so on provided by the Purchaser shall be true, correct, complete and effective, and the information does
not contain any statement that is false or misleading.
13.3 If there
is any suspicious transaction, illegal transaction, risky transaction or other risky events of the Purchaser’s account registered
on BITMAIN Website, the Purchaser agrees that BITMAIN shall have the right to disclose the Purchaser’s registration information,
transaction information, identity information, logistics information upon the request of relevant judicial agencies, regulatory agencies
or third-party payment institutions for investigation purpose. In addition, if necessary, the Purchaser shall provide further information
upon BITMAIN’s request.
13.4
The following are the initial address of each Party:
If to the Purchaser:
Address: |
8 THE GREEN, STE A, DOVER 19901 Business |
|
|
Attn: |
Michael |
|
|
Phone: |
[ ] |
|
|
Email: |
[ ]@btct.us |
If to BITMAIN:
Address: |
840 New Burton Street, Suite 201, Dover, Kent, DE 19904 |
|
|
Attn: |
Zheng Pengfei |
|
|
Phone: |
[ ] |
|
|
Email: |
[ ]@bitmain.com, with a copy to legal@bitmain.com and invoice@bitmain.com |
| 13.5 | All such notices and other communications shall be deemed effective in the following situations: |
(a)
if sent by delivery in person, on the same day of the delivery;
(b) if sent
by registered or certified mail or overnight courier service, on the same day the written confirmation of delivery is sent; and
(c) if sent
by electronic mail, at the entrance of the related electronic mail into the recipient’s electronic mail server.
| 14. | Compliance with Laws and Regulations |
14.1 The Purchaser
undertakes that it will fully comply with all Applicable Laws in relation to export and import control and Sanctions and shall not take
any action that would cause BITMAIN or any of its Affiliates to be in violation of any export and import control laws or Sanctions. The
Purchaser shall also be fully and exclusively liable for and shall defend, fully indemnify and hold harmless BITMAIN and/or its Affiliates
from and against any and all claims, demands, actions, costs or proceedings brought or instituted against BITMAIN and/or its Affiliates
arising out of or in connection with any breach by the Purchaser or the carrier of any Applicable Laws in relation to export and import
control or Sanction.
14.2 The Purchaser acknowledges and agrees
that the Products in this Agreement are subject to the export control laws and regulations of all related countries, including but
not limited to Export Administration Regulations of the United States (“EARs”). Without limiting the foregoing, the
Purchaser shall not, without receiving the proper licenses or license exceptions from all related governmental authorities,
including but not limited to the U.S. Bureau of Industry and Security, distribute, re-distribute, export, re-export, or transfer any
Products subject to this Agreement either directly or indirectly, to any national of any country identified in Country Groups D:1 or
E:1 as defined in the EARs. In addition, the Products under this Agreement may not be exported, re- exported, or transferred to (a)
any person or entity for military purposes; (b) any person or entity listed on the “Entity List”, “Denied Persons
List” or the SDN List as such lists are maintained by the U.S. Government, or (c) an end-user engaged in activities related to
weapons of mass destruction. Such activities include but are not necessarily limited to activities related to: (x) the design, development, production, or use of nuclear materials,
nuclear facilities, or nuclear weapons; (y) the design, development, production, or use of missiles or support of missiles projects; and
(z) the design, development, production, or use of chemical or biological weapons. The Purchaser further agrees that it will not do any
of the foregoing in violation of any restriction, law, or regulation of the European Union or an individual EU member state that imposes
on an exporter a burden equivalent to or greater than that imposed by the U.S. Bureau of Industry and Security.
14.3 The Purchaser
undertakes that it will not take any action under this Agreement or use the Products in a way that will be a breach of any anti-money
laundering laws, any anti-corruption laws, and/or any counter-terrorist financing laws.
14.4 The Purchaser
warrants that the Products have been purchased with funds that are from legitimate sources and such funds do not constitute proceeds of
criminal conduct, or realizable property, or proceeds of terrorism financing or property of terrorist. If BITMAIN receives, including
but not limited to investigation, evidence collection, restriction and other measures, from any competent organizations or institutions,
the Purchaser shall immediately cooperate with BITMAIN and such competent organizations or institutions in the investigation process,
and BITMAIN may request the Purchaser to provide necessary security if so required. If any competent organizations or institutions request
BITMAIN to seize or freeze the Purchaser’s Products and funds (or take any other measures), BITMAIN shall be obliged to cooperate
with such competent organizations or institutions, and shall not be deemed as breach of this Agreement. The Purchaser understands that
if any Person resident in the Relevant Jurisdiction knows or suspects or has reasonable grounds for knowing or suspecting that another
Person is engaged in criminal conduct or is involved with terrorism or terrorist property and the information for that knowledge or suspicion
came to their attention in the course of business in the regulated sector, or other trade, profession, business or employment, the Person
will be required to report such knowledge or suspicion to the competent authority. The Purchaser acknowledges that such a report shall
not be treated as breach of confidence or violation of any restriction upon the disclosure of information imposed by any Applicable Law,
contractually or otherwise.
15.1 To the
extent that the performance of any obligation of either Party under this Agreement (other than an obligation to make payment) is prevented,
frustrated, hindered or delayed as a consequence of a Force Majeure Event and subject to the exercise of reasonable diligence by the other
Party, the obligations of Parties to the extent they are affected by the Force Majeure Event (other than an obligation to make payment),
shall be suspended for the duration of any inability so caused; provided that, the Party claiming the benefit of this provision shall,
as soon as reasonably practicable after the occurrence of such event: (i) notify the other Party of the nature, condition, date of inception
and expected duration of such Force Majeure Event and the
extent to which the claiming Party expects that the Force Majeure Event may delay, prevent or hinder such Party from performing its obligations
under this Agreement; and (ii) use its best effort to remove any such causes and resume performance under this Agreement as soon as reasonably
practicable and mitigate its effects.
15.2 Except
in the case of an event of Force Majeure, neither party may terminate this Agreement prior to its expiry date.
15.3 The Purchaser
hereby acknowledges and warrants that this Agreement shall not be terminated by the Purchaser for the reasons of the restrictions or prohibitions
of the cryptocurrency mining activities by any Applicable Laws or Governmental Authority. This Clause 15.3 shall prevail over all other
clauses herein.
| 16. | Entire Agreement and Amendment |
16.1 This Agreement
constitutes the entire agreement of the Parties hereto and can only be amended with the written consent of both Parties or otherwise as
mutually agreed by both Parties.
17.1 BITMAIN
may freely assign or transfer any of its rights, benefits or obligations under this Agreement in whole or in part to its Affiliates or
to any third party. The Purchaser may not assign or transfer any of its rights, benefits or obligations under this Agreement in whole
or in part without BITMAIN’s prior written consent.
17.2 This Agreement
shall be binding upon and inure to the benefit of each Party to this Agreement and its successors in title and permitted assigns.
18.1 To the
extent possible, if any provision of this Agreement is held to be illegal, invalid or unenforceable in whole or in part by a court, the
provision shall apply with whatever deletion or modification is necessary so that such provision is legal, valid and enforceable and gives
effect to the commercial intention of the Parties. The remaining provisions of this Agreement shall not be affected and shall remain in
full force and effect.
19.1 Depending
on the nature of the Purchaser’s interaction with BITMAIN, some examples of personal data which BITMAIN may collect from the Purchaser
include the Purchaser’s name and identification information, contact
information such as the Purchaser’s address, email address and telephone number, nationality, gender, date of birth, and financial
information such as credit card numbers, debit card numbers and bank account information.
19.2 BITMAIN
generally does not collect the Purchaser’s personal data unless (a) it is provided to BITMAIN voluntarily by the Purchaser directly
or via a third party who has been duly authorized by the Purchaser to disclose the Purchaser’s personal data to BITMAIN (the Purchaser’s
“authorized representative”) after (i) the Purchaser (or the Purchaser’s authorized representative) has been notified
of the purposes for which the data is collected, and (ii) the Purchaser (or the Purchaser’s authorized representative) has provided
written consent to the collection and usage of the Purchaser’s personal data for those purposes, or (b) collection and use of personal
data without consent is permitted or required by related laws. BITMAIN shall seek the Purchaser’s consent before collecting any
additional personal data and before using the Purchaser’s personal data for a purpose which has not been notified to the Purchaser
(except where permitted or authorized by Applicable Laws).
| 20. | Conflict with the Terms and Conditions |
20.1 In the
event of any ambiguity or discrepancy between the provisions of this Agreement and the Terms and Conditions of BITMAIN from time to time,
the provisions of this Agreement shall prevail and the Parties shall comply with and give effect to this Agreement.
| 21. | Governing Law and Dispute Resolution |
21.1 This Agreement
shall be solely governed by and construed in accordance with the laws of the State of Delaware, the United States.
21.2 All disputes
arising under this agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard
to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this agreement to arbitration
in Houston, Texas before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be selected
by application of the rules of the AAA, or by mutual agreement of the parties, except that such arbitrator shall be an attorney admitted
to practice law in the State of Georgia. No party to this agreement will challenge the jurisdiction or venue provisions as provided in
this section. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. Nothing contained
herein shall prevent the party from obtaining an injunction. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY.
22.1 Failure
by either Party to enforce at any time any provision of this Agreement, or to exercise any election of options provided herein shall not
constitute a waiver of such provision or option, nor affect the validity of this Agreement or any part hereof, or the right of the waiving
Party to thereafter enforce each and every such provision or option.
| 23. | Counterparts and Electronic Signatures |
23.1 This Agreement
may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which,
when taken together, will be deemed to constitute one and the same agreement. The facsimile, email or other electronically delivered signatures
of the Parties shall be deemed to constitute original signatures, and facsimile or electronic copies hereof shall be deemed to constitute
duplicate originals.
24.1 Each Party
undertakes to the other Party to execute or procure to be executed all such documents and to do or procure to be done all such other acts
and things as may be reasonable and necessary to give all Parties the full benefit of this Agreement.
[The rest part of the page is intentionally left in
blank]
Signed for and on behalf of BITMAIN
|
BITMAIN TECHNOLOGIES DELAWARE LIMITED |
|
|
|
|
Signature |
/s/
Ran Cheng |
|
Title |
Director |
|
|
2023-12-12 |
Signed for and on behalf of the Purchaser
|
Meten Block Chain LLC |
|
|
|
|
Signature |
/s/ Jian Dai |
|
Title |
CTO |
|
|
2023-12-12 |
APPENDIX A
1. | Information of Products. |
1.1 | The specifications of the Products are as follows: |
Type |
|
Details |
Product Name |
|
HASH Super Computing Server |
|
|
|
Model |
|
T21 |
|
|
|
Rated hashrate per unit, T |
|
190.00 |
|
|
|
Rated power per unit, W |
|
3,610.00 |
|
|
|
J/T |
|
19.00 |
|
|
|
Contracted Hashrate, T |
|
380,000.00 |
|
|
|
Quantity of the Products |
|
2,000 |
|
|
|
Description |
|
1. BITMAIN undertakes that the error range of the J/T indicator does not exceed 10%. |
|
|
2. The Rated Hashrate per Unit and rated power per unit are for reference only and such indicator of each batch or unit of Products may differ. BITMAIN makes no representation on the Rated Hashrate per Unit and/or the rated power per unit of any Products. Purchaser shall not reject the Products on the grounds that the parameters of the delivered Products are not in consistence with the reference indicators. |
1.2 It is estimated
that each batch of Products shall be purchased and delivered in accordance with the following arrangements:
Batch | |
Model
| |
Shipping Period | |
Reference Quantity | | |
Total Rated Hashrate (T) | | |
Purchase Unit Price(US$/T) | | |
Corresponding Total Purchase Price(US$) | |
SALE-
1205- 2023- T21-1- 01 | |
T21 | |
2024-04 | |
| 400 | | |
| 76,000.00 | | |
| 14.00 | | |
| 1,064,000.00 | |
SALE- 1205- 2023- T21-1- 02 | |
T21 | |
2024-05 | |
| 800 | | |
| 152,000.00 | | |
| 14.00 | | |
| 2,128,000.00 | |
SALE- 1205- 2023- T21-1- 03 | |
T21 | |
2024-06 | |
| 800 | | |
| 152,000.00 | | |
| 14.00 | | |
| 2,128,000.00 | |
In Total | |
| |
| |
| 2,000 | | |
| 380,000.00 | | |
| / | | |
| 5,320,000.00 | |
Total Purchase Price (tax exclusive):
US$ 5,320,000.00
1.4 Both Parties
confirm and agree that BITMAIN shall be entitled to adjust the total quantity of each batch of Products based on the total hashrate; provided
that, the total hashrate of the Products actually delivered by BITMAIN to the Purchaser shall not be less than the Contracted Hashrate
as agreed in Clause 1.1 of this Appendix A. BITMAIN makes no representation that the quantity of the actually delivered Products shall
be the same as the Quantity of the Products set forth in Clause 1.1 of this Appendix A.
1.5 In the event that BITMAIN publishes any
new type of products with less J/T value and suspends the production of the type of the Products as agreed in this Agreement,
BITMAIN shall be entitled to release itself from any future obligation to deliver any subsequent Products by 10-day prior notice to
the Purchaser and continue to deliver new types of products to the Purchaser, the total hashrate of which shall be no less than such
subsequent Products replaced under this Agreement and the price of which shall be determined in accordance with the J/T value. In
the event that the Purchaser explicitly refuses to accept new types of products, the Purchaser is entitled to request for a refund
of the remaining balance of the Total Purchase Price already paid by the Purchaser with no interest in two (2) years. If the
Purchaser accepts the new types of Products delivered by BITMAIN, BITMAIN shall be obliged to deliver such new types of products to
fulfill its obligations under this Agreement. The Purchaser may request to lower the total hashrate of the products delivered but
shall not request to increase the total hashrate to the level exceeding the total hashrate as set out in this Agreement. After
BITMAIN publishes new types of products and if BITMAIN has not suspended the production of the types of Products under this
Agreement, BITMAIN shall continue to delivery such agreed types of Products in accordance with this Agreement and the Purchaser
shall not terminate this Agreement or refuse to accept the Products on the grounds that BITMAIN has published new type(s) of
products.
2. Cargo
insurance coverage limitations. The cargo insurance coverage provided by BITMAIN is subject to the following limitations and exceptions:
(a) loss damage or expense attributable to willful misconduct of the Assured;
(b) ordinary
leakage, ordinary loss in weight or volume, or ordinary wear and tear of the subject-matter insured;
(c) loss damage or expense caused by insufficiency or unsuitability
of packing or preparation of the subject-matter insured (for the purpose of this paragraph, “packing” shall be deemed to
include stowage in a container or liftvan but only when such stowage is carried out prior to attachment of this insurance or by the
Assured or their servants)
(d) loss damage or expense caused by inherent vice or nature of the subject-matter insured
(e) loss damage
or expense proximately caused by delay, even though the delay be caused by a risk insured against (except expenses payable);
(f) loss damage
or expense arising from insolvency or financial default of the owners managers charterers or operators of the vessel;
(g) loss, damage,
or expense arising from the use of any weapon of war employing atomic or nuclear fission, and/or fusion or other like reaction or radioactive
force or matter;
(h) loss, damage
or expense arising from unseaworthiness of vessel or craft, unfitness of vessel craft conveyance container or liftvan for the safe carriage
of the subject-matter insured, where the Assured or their servants are privy to such unseaworthiness or unfitness, at the time the subject-matter
insured is loaded therein;
(i) the Underwriters
waive any breach of the implied warranties of seaworthiness of the ship and fitness of the ship to carry the subject-matter insured to
destination, unless the Assured or their servants are privy to such unseaworthiness or unfitness;
(j) loss, damage or expense caused by (1)
war, civil war, revolution, rebellion, insurrection, or civil strife arising therefrom, or any hostile act by or against a
belligerent power, (2) capture, seizure, arrest, restraint or detainment (piracy excepted), and the consequences thereof or any
attempt threat, (3) derelict mines, torpedoes, bombs, or other derelict weapons of war; and
(k) loss, damage,
or expense caused by strikers, locked-out workmen, or persons taking part in labor disturbances, riots or civil commotion, resulting from
strikes, lock-outs, labor disturbances, riots or civil commotions, caused by any terrorist or any person acting from a political motive.
3. Payment of the Total Purchase Price
3.1 BITMAIN’s BANK ACCOUNT info:
Company Name: Bitmain Technologies Delaware Limited
Company Address: 840 New Burton Street, Suite 201, Dover,
Delaware, DE19904
Account Number: 6007854
Currency: USD
Incoming Domestic (US) Wires:
Beneficiary
Bank: Titan Bank
Beneficiary
Bank ABA: 111910762
Beneficiary Bank Address: 1701 E. Hubbard Street, Mineral
Wells, TX 76067
International Incoming Wires:
Receiving
Bank: TIB The Independent Bankers Bank
Receiving
Bank SWIFT Code: TIBBUS44
Receiving
Bank Address: 11701 Luna Road, Farmers Branch TX75234
Beneficiary
Bank: Titan Bank
Beneficiary
Bank ABA: 111910762
Beneficiary Bank Address: 1701 E. Hubbard Street, Mineral
Wells, TX 76067
3.2 The payment shall be arranged by the Purchaser as Appendix B.
3.3 Without
prejudice to any provisions hereof, the Purchase Unit Price and the Total Purchase Price of the Products and any amount paid or payable
by the Purchaser shall be denominated in US Dollars (US$). Where the Parties agree that the payments shall be made in cryptocurrencies,
the exchange rate between the US Dollars and the cryptocurrency selected shall be determined by BITMAIN. Unless otherwise agreed by BITMAIN,
the cryptocurrency selected shall be the USDT. The exchange rate between the US Dollars and the cryptocurrency shall be fixed according
to this provision. In any circumstance, the Purchaser shall not ask for any refund due to the change of exchange rate.
APPENDIX B
Payment |
|
Payment
Percentage |
|
Payment Date |
Down Payment |
|
10.00% |
|
10.00% of the Total Purchase Price of all batches of
Products hereunder shall be paid by the Purchaser within seven (7) days after the execution of this Agreement |
|
|
|
|
|
Interim Payment |
|
40.00% |
|
40.00% of the Total Purchase Price of each batch of
Products shall be paid at least One (1) months prior to
the first day of the Shipping Period of such batch of Products |
|
|
|
|
|
Balance Payment |
|
50.00% |
|
The remaining of the Total Purchase Price of each batch of Products
shall be paid at least One(1) months prior to the first day of the Shipping Period of such batch of Products |
Exhibit 10.15
Asset
Transfer Agreement
Party
A (transferee): BTC Digital Ltd.
Address:
Cricket Square, Hutchins Drive P. O. Box 2681 Grand Cayman KY1-1111 Cayman Islands.
Party
B (transferer)
A: Siguang
Peng
Nationality:
People’s Republic of China, ID number: [REDACTED]
B-1: Chang’an
Fan
Nationality:
People’s Republic of China, ID number: [REDACTED]
B-2: Leguang
Xie
Nationality:
People’s Republic of China, ID number: [REDACTED]
BTC
Digital LTd. (hereinafter referred to as “Party A”) intends to purchase the BTC mining machine that B-1 and B-2 (hereinafter
referred to as “Party B”) have put into operation, and Party B agrees to the purchase. The parties have reached the following
agreement on the transfer for mutual compliance in accordance with relevant laws and regulations:
I.
Subject Matter
1.
The subject of transfer under this Agreement is the BTC mining machine, the details are as follows:
Holder | |
Model | |
Quantity (Set) | | |
Deployment site |
Chang’an Fan | |
Ant S19J Pro 100TH/s | |
110 | | |
Oven Fork, Kentucky, USA |
Leguang Xie | |
Ant S19J Pro 100TH/s | |
110 | | |
Oven Fork, Kentucky, USA |
Total | |
| |
220 | | |
|
2.
The subject matter under this Agreement shall comply with the normal use standards of the industry, has been put into deployment and
operation, and can carry out mining work stably and normally according to the computing power value stated in the above table.
II.
Price and Payment
1.
The two parties agree that the total transfer price of the above-mentioned 220 mining machines that have been deployed and operated normally
shall be USD 968,000.
2.
Party A agrees to take the above-mentioned mining machines held by Party B by means of directional issuance of shares (stock code: BTCT,
NASDAQ), and Party B agrees to transfer all of them to Party A. None of the parties objected to this Arrangement.
3.
The transfer consideration paid by Party A is equivalent to the stock of Party A in USD 968,000.
4.
The value of the consideration is calculated using the price per share ($3.5) multiplied by the number of shares issued towards this
transaction (276,572 shares).
III.
Party B’s Promises
Party
B does not have any facts related to the assets or business agreed in this Agreement that may have a material adverse effect on the assets
or business and Party B has not disclosed to Party A;
Party
B has not provided guarantee for any individual, enterprise or other entity regarding the assets or business agreed in this Agreement;
or signed any debt settlement or settlement agreement or other arrangements with creditors that may involve the assets or business agreed
in this Agreement.
If
Party B needs to bear compensation, payment or similar responsibilities to any third party (including but not limited to natural persons,
corporate legal persons, administrative agencies, etc.) due to any behavior of Party B that occurred before this transfer, Party B shall
bear all such responsibilities and compensate Party A for the losses suffered thereby.
IV.
Liability for Breach of Contract
Once
this Agreement takes effect, all parties must consciously perform it. Any party that fails to fully perform its obligations in accordance
with the provisions of the Agreement shall be liable in accordance with the law and the provisions herein.
If
Party B fails to perform the transfer obligations and go through relevant procedures as agreed, Party B shall pay Party A liquidated
damage equivalent to 20% of the total transfer price and continue to perform this Agreement.
V.
Modification or Cancellation
Party
A and Party B may change or terminate this Agreement after reaching a consensus through negotiation. If this Agreement is modified or
terminated through negotiation, all parties shall sign another modification or termination agreement.
VI.
Burden of Expenses
Both
parties shall bear half of the relevant expenses incurred during the transfer process (such as evaluation or audit, change registration,
etc.).
VII.
Confidentiality Clause
All
information regarding this Agreement and all information related to or derived from the products furnished by the parties under this
Agreement, whether oral or written, or in drawings, computer programs or otherwise, and all data derived from thereon (“Confidential
Information”) shall be considered confidential and shall not be disclosed to any unauthorized person. The parties undertake and
agree to take all reasonable and practicable steps to ensure and protect the confidentiality of the Confidential Information, which cannot
be passed on, sold, traded, published or disclosed to any unauthorized person.
VIII.
Force Majeure
Force
majeure refers to the unforeseen, unavoidable and insurmountable objective circumstances at the time of conclusion of this Agreement.
In case of a force majeure, the party affected by the force majeure shall notify the other party in writing in a timely manner, and provide
the other party with information on the occurrence and continuation of the force majeure within the next 7 working days. The two parties
shall conduct consultations immediately, seek a reasonable solution, and strive to minimize the losses caused by force majeure.
IX.
Dispute Resolution
This
Agreement shall be governed solely by and construed in accordance with the laws of Hong Kong. Any dispute, controversy, disagreement
or claim arising out of or in connection with this Agreement shall be submitted to and arbitrated by the Hong Kong International Arbitration
Center in accordance with the UNCITRAL Arbitration Rules in force at the time of submission of the Notice of Arbitration and finally
solve. Arbitration decisions and awards are final and binding on both parties.
X.
Effective Conditions
This
Agreement comes into effect after being signed by both parties and approved by each party. Both parties agree to go through the relevant
procedures within 15 working days. This Asset Transfer Agreement supersedes the agreement executed by Party A and Party B on September
17, 2023.
11.
This Agreement is made in quadruplicate. Each party shall hold two copies.
No
text below.
Signing
page
Party
A (Seal): BTC Digital Ltd.
Authorized
representative: /s/ Siguang Peng
Party
B (B-1) (signature and fingerprint): /s/ Chang’an Fan
Party
B (B-2) (signature and fingerprint): /s/ Leguang Xie
This
Agreement is signed by both parties on October 5, 2023
Exhibit 14.1
CODE OF BUSINESS CONDUCT AND ETHICS
This Code of Business Conduct
and Ethics (“Code”) embodies BTC Digital Ltd. (the “Company”)’s commitment to
customers, suppliers, and the public. For that reason, the Company expects its directors, officers and employees to share the commitment
to comply with all the provisions of the Code and the spirit in which it is intended.
This Code describes the general
principles and guidelines applicable to all directors, officers and employees of the Company. Although the general principles outlined
in this Code apply to the conduct of all of the Company’s business transactions, the Company’s directors, officers and employees
are also bound by other specific Company policies. All managers are responsible for the enforcement of, and compliance with, all policies
of the Company, including distribution and communications to ensure employee knowledge of and compliance with these policies.
APPLICATION OF THE CODE
Every director, officer, and
employee (“employees”) of the Company is required to comply with the Code and all Company policies. We also
expect those agents, consultants and other representatives (“associates”) working on the Company’s behalf
will adhere to high ethical standards. Accordingly, no director, officer or employee of the Company should ask an agent, consultant or
other representative to engage in conduct that would be prohibited by the Code or any Company policy or applicable law.
Directors, officers and employees
of the Company are expected to maintain high ethical standards in their actions and working relationships with customers, suppliers, fellow
employees, competitors, representatives of government, and others. All members of the Company are expected to act in business matters
with dual responsibility to the public interest and the Company’s interest, above their own. Employees must use sound business practices
to maintain their integrity and that of the Company.
COMPLIANCE WITH LAWS
It is the Company’s
policy to comply with all applicable federal, state and local laws and regulations in the conduct of its business. The Company, its associates
and employees are prohibited by law from influencing or inducing favorable government action through bribery or collusion. Accordingly,
no associates or employee shall make any payment or offer anything of value in the form of compensation, gift, contribution or otherwise
to any government agent, employee or official, whether appointed or elected, for the purpose of inducing favorable governmental action.
Should any associate or employee receive a solicitation for a payment, bribe, gift, or contribution from any government agent, employee
or official, whether appointed or elected, it should be reported to the Company’s outside legal counsel immediately.
Any requests for information
from a governmental or regulatory body should be immediately referred to the Company’s outside legal counsel for review. No associate
or employee of the Company shall knowingly withhold or conceal information legally requested by any governmental or regulatory body, or
knowingly furnish incorrect or misleading information to such body. Any associate or employee of the Company who either knows or has reason
to believe that the Company itself, or another Company associate or employee has knowingly withheld or concealed, or is knowingly withholding
or concealing information legally requested, or has knowingly furnished, or is knowingly furnishing materially incorrect or misleading
information to any governmental or regulatory body, shall immediately report that good faith belief to the Company’s outside legal
counsel.
The Company’s outside
legal counsel will promptly review any such reports and make the determination whether any material requested by any governmental body
is subject to any legal privilege and may be lawfully withheld. In no instance, will the Company or any of its employees knowingly and
intentionally provide materially incorrect or misleading information to any government body.
USE OF CORPORATE FUNDS AND RESOURCES
No director, officer or employee
will use Company funds, resources or property for his or her personal benefit unless such use is consistent with Company policy or has
been properly approved by appropriate Company personnel. Company property must not be sold, loaned, given away, or otherwise disposed
of-regardless of condition or value-without proper authorization.
POLITICAL ACTIVITIES AND CONTRIBUTIONS
Corporate funds shall not
be used for direct or indirect contributions to political parties, candidates or campaigns. The Company does not prohibit directors, officers
or employees from making personal contributions of their time and funds to political candidates, causes or parties of their choice. However,
the decision to make such a contribution is personal and imposes no responsibility or obligation on the Company. Company employees may
not use work time to assist any party or campaign, and may not be reimbursed for personal political activity.
PAYMENTS TO GOVERNMENT OFFICIALS
It is a violation of Company
policy, to give or offer, either directly or indirectly, anything of value to government officials in order to influence their actions
or decisions. Company funds or assets will not be used to make gifts to, provide entertainment for, or furnish assistance or other services
to, government employees or public officials to induce them to do business with the Company. The U.S. Foreign Corrupt Practices Act applies
globally and makes it illegal to offer or give money or anything of value, either directly or indirectly, to foreign government officials
in order to obtain, retain or direct business, or to acquire any improper advantage. Nothing of value may be given to a government official,
even if deemed nominal, without prior written approval of the Company’s outside legal counsel. Employees are expected to report
any request by a government official for payment of money or anything of value, and to report any circumstances that calls into question
the integrity of the Company’s dealings with government officials.
FINANCIAL ACCOUNTING AND REPORTING
Every director, officer and
employee of the Company, and particularly the Principal Executive Officer and the Principal Financial/Accounting Officer, are required
to comply in all respects with all applicable laws, rules and regulations regarding financial accounting and reporting. This includes,
but is not limited to, the laws, rules and regulations of the Securities and Exchange Commission (“SEC”).
Good financial reporting starts
with good recordkeeping, and the Company and its management rely on its records to prepare financial statements that present its results
of operations and financial position in a full, fair, accurate, timely and understandable manner. These financial statements are relied
on by stockholders, creditors, government authorities, and the public. It is therefore critical that all employees involved with recording,
summarizing and maintaining business and accounting records do so in accordance with the following:
| ● | All
assets, liabilities, revenues and expenses will be recorded in the financial reports of the Company; |
| ● | No
undisclosed or unrecorded funds or accounts will be established for any purpose; |
| ● | No
false or artificial entries will be made for any reason; and |
| ● | No
payments will be approved or made with the intention or understanding that any part of the payments are to be used for any purpose other
than that described by the documentation supporting the payment. |
Persons involved in preparing and finalizing the
Company’s financial information, whether for internal or external reporting purposes, should do so in accordance with the following:
| ● | Assist
in maintaining internal control over financial reporting. |
| ● | Communicate
openly and honestly with the Company’s external public accountants with respect to quarterly and annual financial reporting and
related disclosures. |
| ● | Ensure
the financial statements and related disclosures include all information deemed necessary to achieve an appropriate degree of transparency
of business transactions. |
The Principal Executive Officer
and the Principal Financial/Accounting Officer must assure that financial information disclosed in public communications and in the Company’s
periodic reports filed with the SEC is reported fully, fairly and accurately and in a timely and understandable manner. Every director,
officer and employee of the Company, and particularly, the Principal Executive Officer and the Principal Financial/Accounting Officer
must promptly report (confidentially, if desired) to the Company’s Board of Directors or to the Company’s outside legal counsel:
| ● | Any
material violation of any applicable law, rule or regulation; |
| ● | Any
incidence of fraud, whether material or not, by management or other persons responsible for recording, processing, summarizing or reporting
information required to by disclosed by the Company in reports and statements filed with the SEC; and |
| ● | Any
material information, fact or circumstance, including any deficiency in any internal control over financial reporting, that could affect
or render untrue the information contained in any periodic report that the Company is required to file with the SEC or other regulatory
body or that is disclosed in other public communications. |
CONFLICT OF INTEREST
RELATIONS WITH EMPLOYEES
It is the policy of the Company
to provide employment opportunity, wages, and opportunities for advancement, training, and growth to all employees on the basis of merit.
It is also the policy of the Company to comply with all existing legislation and established regulations of the various applicable governmental
bodies concerned with prohibiting discrimination. The Company will not tolerate discrimination, harassment or other inappropriate treatment
of employees on the basis of race, religion, sex, age, national origin, veteran status, disability, sexual orientation, gender identity
and/or expression or other legally protected status. It is the Company’s practice to deal fairly and equitably with all employees.
The Company is committed to
providing a safe and healthy workplace, and shall maintain and, when appropriate, improve its plants, equipment, and methods to that end.
The Company encourages expression
by employees about their work, including their ideas for continuous improvement.
ENVIRONMENTAL PROTECTION
The Company conducts its operations
with the highest regard for the quality of the environment, including water, air and general land usage. The objective is to comply with
standards established by appropriate local, state, or federal agencies at every operating location where emissions into water sources,
the atmosphere or solid waste disposal are present. Directors, officers and employees must conduct the business of the Company in an environmentally
sound manner, and must comply with applicable environmental laws and regulations.
PROTECTION AND INFORMATION
All directors, officers and
employees must be in compliance with the following:
| ● | All
confidential information about the Company, including inventions, discoveries, formulas, trade secrets, customer lists and employee data,
as well as confidential information acquired by the Company from another company, individual or entity subject to a secrecy and proprietary
rights agreement, will be kept confidential. Employees must maintain the confidentiality of such information during and subsequent to
the period of employment with the Company. |
| ● | Information
gathered on competitors, customers, suppliers and other entities with which the Company does business, must be acquired legally and in
a manner consistent with the Company’s high level of ethics and proper business conduct. Directors, officers and employees who
inadvertently obtain confidential information belonging to another company should contact the Company’s outside legal counsel prior
to use or disclosure of such information. |
| ● | Directors,
officers and employees of the Company should recognize that the business records and communications that they create have the potential
to become public in the future. Therefore, the Company’s directors, officers and employees should avoid exaggeration, derogatory
remarks, guesswork or inappropriate characterizations of people and companies in any and all of their work-related communications. This
applies equally to e-mail, internal memos and formal reports. Furthermore, the Company’s directors, officers and employees are
required to comply with the terms of the Company’s document retention policies at all times, to avoid even the appearance of impropriety. |
FAIR DEALING
Each director, officer and
employee of the Company shall deal fairly with the Company’s customers, suppliers, competitors and employees. No director, officer
or employee may take unfair advantage of anyone through manipulation, concealment, abuse or privileged information, misrepresentation
of material facts or any other unfair dealing practice.
ENFORCEMENT
The Code is important to the
Company and must be taken seriously by all employees. Accordingly, violations of the Code will not be tolerated and will result in disciplinary
action, which can include oral or written reprimand, probation, suspension or termination, in accordance with Company policy.
HOW TO HANDLE SUSPECTED VIOLATIONS OF THE CODE
All directors, officers and
employees are expected to seek advice from appropriate personnel if they have any questions about the application of the Code to a specific
situation. In addition, to help the Company achieve full compliance, directors, officers and employees are encouraged to raise questions
and good faith concerns, and to cooperate fully in any investigation. Known or suspected violations are expected to be reported immediately.
Officers and employees should
address their questions and concerns first to their managers, if appropriate. Directors should address their concerns to the Board of
Directors.
AMENDMENTS AND WAIVERS OF THE CODE
Only the Board of Directors
may amend or waive a provision of the Code for directors and executive officers of the Company, including the Principal Executive Officer
and the Principal Financial/Accounting Officer. Any such amendment or waiver must be disclosed publicly if and as required by law or stock
exchange listing standard.
4
Exhibit 19.1
INSIDER TRADING POLICY
PURPOSE
BTC Digital Ltd. (the “Company”)
has adopted this Insider Trading Policy (this “Policy”) to help its directors, officers and employees comply with insider
trading laws, to prevent even the appearance of improper insider trading and to promote compliance with the Company’s obligation
to publicly disclose information related to its insider trading policies and practices and the use of certain trading arrangements by
Company insiders.
SCOPE
This Policy applies to all
directors, officers, and employees of the Company, as well as their respective family members and others in their households (collectively
referred to as “Insiders”), and any other individuals the Compliance Officer (defined below) may designate as Insiders because
they have access to material nonpublic information concerning the Company.
Except as set forth explicitly
below, this Policy applies to all transactions in the Company’s securities, including transactions in ordinary shares, options,
preferred stock, restricted stock, restricted stock units, and any other type of securities that the Company may issue. This Policy applies
to such securities regardless of whether they are held in a brokerage account, a 401(k) or similar account, through an employee stock
purchase plan or otherwise.
I. SPECIFIC GUIDANCE
| A. | Generally Prohibited Activities. The prohibitions below apply to actions an Insider may take directly
or indirectly through family members or other persons or entities. |
| 1. | Trading in Company Securities. |
| a. | No Insider may buy, sell, donate, or otherwise transact in Company securities while aware of material
nonpublic information concerning the Company. |
| b. | No Insider may buy, sell, donate, or otherwise transact in Company securities during any special trading
blackout period applicable to such Insider as designated by the Compliance Officer. |
| 2. | Tipping. Providing material nonpublic information to another person who may trade or advise others
to trade based on that information is known as “tipping” and is illegal. Therefore, no Insider may “tip” or provide
material nonpublic information concerning the Company to any person other than a director, officer, or employee of the Company, unless
required as part of that Insider’s regular duties for the Company and authorized by the Compliance Officer. |
| 3. | Giving Trading Advice. No Insider may give trading advice of any kind about the Company to anyone,
whether or not such Insider is aware of material nonpublic information about the Company, except that Insiders should advise other Insiders
not to trade if such trading might violate the law or this Policy. |
| 4. | Engaging in Short Sales. No Insider may engage in short sales of Company securities. A short sale
is the sale of a security that the seller does not own at the time of the trade. |
| 5. | Engaging in Derivative Transactions. No Insider may engage in transactions in puts, calls or other
derivative instruments that relate to or involve Company securities. Such transactions are, in effect, bets on short-term movements in
the Company’s stock price and therefore create the appearance that the transaction is based on nonpublic information. |
| 6. | Hedging. No Insider may engage in hedging transactions involving Company securities, including
forward sale or purchase contracts, equity swaps, collars, or exchange funds. Such transactions are speculative in nature and therefore
create the appearance that the transaction is based on nonpublic information. |
| 7. | Trading on Margin or Pledging. No Insider may hold Company securities in a margin account or pledge
(or hypothecate) Company securities as collateral for a loan. Margin sales or foreclosure sales may occur at a time when the Insider is
aware of material nonpublic information or otherwise is not permitted to trade in Company securities. |
| 8. | Trading in Securities of Other Companies. No Insider may, while in possession of material nonpublic
information about any other public company gained in the course of employment with the Company, (a) buy, sell, donate, or otherwise transact
in the securities of the other public company, (b) “tip” or disclose such material nonpublic information concerning that company
to anyone, or (c) give trading advice of any kind to anyone concerning the other public company. |
| B. | Additional Restrictions Applicable to Section 16 Individuals and Key Employees. |
| 1. | No Section 16 Individual or Key Employee (each as defined below) may buy, sell, donate, or otherwise transact
in Company securities outside of the Company trading window described in Section III.B below. |
| 2. | No Section 16 Individual may trade in Company securities unless the trade(s) have been approved by the
Compliance Officer in accordance with the procedures set forth in Section Procedures for approving trades by Section 16 Individuals
below. |
The prohibited activities above
do not apply to:
| 1. | Exercises of stock options or similar equity awards or the surrender of shares to the Company in payment
of the stock option exercise price or in satisfaction of any tax withholding obligations, provided that any securities acquired pursuant
to such exercise may not be sold, including as part of a broker-assisted cashless exercise, while the Insider is in possession of material
nonpublic information or subject to a special trading blackout or, with respect to Section 16 Individuals and Key Employees, while the
Company’s trading window is closed. |
| 2. | The vesting of restricted stock, or the exercise of a tax withhold right pursuant to which an Insider
elects to have the Company withhold shares of stock to satisfy tax withholding requirements upon the vesting of any restricted stock,
provided that any securities acquired pursuant to such vesting may not be sold while the Insider is in possession of material nonpublic
information or subject to a special trading blackout or, with respect to Section 16 Individuals and Key Employees, while the Company’s
trading window is closed. |
| 3. | Acquisitions or dispositions of Company securities under an individual account that are made pursuant
to standing instructions entered into while the Insider is not in possession of material nonpublic information or otherwise subject to
a special trading blackout and, with respect to Section 16 Individuals and Key Employees, while the Company’s trading window is
open. |
| 4. | Other purchases of securities from the Company or sales of securities to the Company that do not involve
a market transaction. |
| 5. | Purchases, sales or donations made pursuant to a Rule 10b5-1 plan that is adopted and operated in compliance
with the terms of this Policy (see Section V). |
II. DETERMINING WHETHER INFORMATION IS MATERIAL AND NONPUBLIC
| A. | Definition of “Material” Information. |
| 1. | There is no bright line test for determining whether information is material. The determination depends
on the facts and circumstances unique to each situation and cannot be made solely based on the potential financial impact of the information. |
| 2. | In general, information about the Company should be considered “material” if: |
| a. | A reasonable investor would consider the information significant when deciding whether to buy or sell
Company securities; or |
| b. | The information, if disclosed, could be viewed by a reasonable investor as having significantly altered
the total mix of information available in the marketplace about the Company. |
Generally, if the information could
reasonably be expected to affect the price of the Company’s stock, it should be considered material.
| 3. | It is important to remember that whether information is material will be viewed by enforcement authorities
with the benefit of hindsight. In other words, if the price of the Company’s stock changed as a result of the information having
been made public, it will likely be considered material by enforcement authorities. |
| 4. | While it is not possible to identify every type of information that could be deemed “material,”
the following matters ordinarily should be considered material: |
| a. | Projections of future earnings or losses, or other earnings guidance, or changes in projections or guidance; |
| b. | Financial performance, especially quarterly and year-end earnings or significant changes in financial
performance or liquidity; |
| c. | Potential significant mergers and acquisitions or the sale of significant assets or subsidiaries; |
| d. | New major contracts, orders, suppliers, customers, or finance sources, or the loss thereof; |
| e. | Major discoveries or significant changes or developments in products or product lines, research, or technologies; |
| f. | Significant changes or developments in supplies or inventory, including significant product defects, recalls
or product returns; |
| g. | Stock splits, public or private securities/debt offerings, or changes in dividend policies or amounts; |
| h. | Significant changes in senior management; |
| i. | Actual or threatened major litigation, or the resolution of such litigation; |
| j. | An imminent change in the Company’s credit rating by a rating agency; |
| k. | The contents of forthcoming publications that may affect the market price of Company securities; and |
| l. | Significant breaches of information technology systems or other events impacting cybersecurity. |
B. | Definition of “Nonpublic” Information.
Information is “nonpublic” if it has not been disseminated to investors through a widely circulated news or wire service
(such as Bloomberg, PR Newswire, etc.) or through a public filing with the Securities and Exchange Commission (the “SEC”).
For the purposes of this Policy, information will be not considered public until after the close of trading on the first full trading
day following the Company’s widespread public release of the information. |
C. | Consult the Compliance Officer for Guidance. Any Insider
who is unsure whether the information that he or she possesses is material or nonpublic should consult the Compliance Officer for guidance
before trading in any Company securities. |
III. ADDITIONAL PROVISIONS FOR SECTION 16 INDIVIDUALS AND KEY EMPLOYEES
| A. | Definitions of Section 16 Individuals and Key Employees. |
| 1. | “Section 16 Individual” – Each member of the Company’s Board of
Directors (the “Board”), those officers of the Company designated by the Board as “Section 16 officers” of the
Company, and their respective family members and others in their households. |
| 2. | “Key Employees” – The following individuals are Key Employees because of their
position with the Company and their possible access to material nonpublic information: |
| a. | Active employees of the Company who have met or currently meet the eligibility requirements to receive
annual stock option and/or restricted stock unit awards from the Compensation and Stock Option Plan Committee of the Board (the “Compensation
Committee”); and |
| b. | Any other individual designated from time to time by the Compliance Officer, the Board, the Compensation
Committee, or the Nominating/Governance and Compliance Committee as a Key Employee. |
| 3. | Employees and other individuals who are recipients of stock option and/or restricted stock unit awards
from the Compensation Committee that are broad-based or special awards as recommended by the Chief Executive Officer (the “CEO”)
or other authorized officer under a pool of stock options or restricted stock units established by the Compensation Committee shall not
be considered Key Employees unless they also meet one or more of the conditions set forth in the preceding two bullets. |
| 1. | Trading Only While the Trading Window is Open. Section 16 individuals and Key
Employees may buy, sell, donate, or otherwise transact in Company securities only while the Company’s trading window is open. In
general, the Company’s trading window opens two full trading days following the Company’s release of quarterly or year-end
earnings. The trading window closes at the close of business on the last business day of the quarter. |
| 2. | No Trading While Aware of Material Nonpublic Information. Notwithstanding the provisions of the
immediately preceding section, any Section 16 Individual or Key Employee who is in possession of material nonpublic information regarding
the Company may not trade in Company securities during an open trading window until the close of trading on the first full trading day
following the Company’s widespread public release of such information. |
| 3. | Special “Blackout” Periods. The Company may, at any time, impose a “special blackout”
period, during which period trading by a specified group of Insiders or all Insiders would be considered inappropriate. The Chief Financial
Officer (“CFO”) in consultation with the Compliance Officer will communicate the imposition or extension of such a blackout
period to all affected parties. Insiders subject to a special blackout period may not disclose the fact that Trading has been suspended
to anyone, including other employees (who may themselves not be subject to the blackout), family members (other than those subject to
this Policy), friends or brokers. The imposition of a special blackout period shall be treated as Material Nonpublic Information. |
| C. | Procedures for approving trades by Section 16 Individuals. |
| 1. | Section 16 Individual Trades. No Section 16 individual may trade in Company securities until: |
| a. | The individual has notified the Compliance Officer in writing of the amount and nature of the proposed
trade(s); |
| b. | The individual has certified to the Compliance Officer in writing, no more than three business days prior
to the proposed trade(s), that he or she is not aware of material nonpublic information regarding the Company; and |
| c. | The Compliance Officer has approved the proposed trade(s).The notice and certification required by this
Section III.C.1, and the Compliance Officer’s approval thereof, shall be given using the form attached hereto as Exhibit A. |
During the approval period identified
in the notice and certification, provided that the facts referred to in Section III.C.1.b remain correct, the Section 16 Individual may
execute the trade set forth in the notice and certification. Once the approval period identified in the notice and certification has expired,
a new notice and certification pursuant to this Section V.C.1 must be given for the Section 16 Individual to trade in Company securities.
| 2. | Compliance Officer Trades. If the Compliance Officer desires to complete any trades involving Company
securities, he or she must first obtain the approval of the CEO or the CFO of the Company. |
| 3. | No Obligation to Approve Trades. The existence of the foregoing approval procedures does not in
any way obligate the Compliance Officer (or, in the case of any trade by the Compliance Officer, the CEO or CFO of the Company) to approve
any trades requested by Section 16 Individuals or the Compliance Officer. |
IV. COMPLIANCE
OFFICER
The Company has designated its General Counsel
as the individual responsible for administration of this Policy (the “Compliance Officer”). The duties of the Compliance Officer
include the following:
| A. | Administering this Policy and monitoring and enforcing compliance with all Policy provisions and procedures; |
| B. | Reviewing and either approving or denying all proposed trades by Section 16 Individuals in accordance
with the procedures set forth in Section III.C.1 above; |
| C. | After discussing with the CFO, designating special blackout periods during which certain Insiders may
not trade in Company securities; |
| D. | Providing copies of this Policy and other appropriate materials to new Insiders; |
| E. | Administering, monitoring, and enforcing compliance with all federal and state insider trading laws and
regulations; and |
| F. | Revising this Policy as necessary to reflect changes federal or state insider trading laws and regulations,
or as otherwise deemed necessary or appropriate. |
| G. | The Compliance Officer may designate one or more individuals who may perform the Compliance Officer’s
duties if the Compliance Officer is unable or unavailable to perform such duties. |
V.RULE 10b5-1 TRADING PLANS.
Under Rule 10b5-1 of the Securities Exchange Act
of 1934, as amended, an individual has an affirmative defense against an allegation of insider trading if he or she demonstrates that
the purchase, sale, or trade in question took place pursuant to a binding contract, specific instruction or written plan that was put
into place before he or she became aware of material nonpublic information. Such contracts, irrevocable instructions, and plans are commonly
referred to as Rule 10b5-1 plans and must satisfy several conditions set forth in Rule 10b5-1.
Rule 10b5-1 plans have the obvious advantage of
protecting against insider trading liability. However, they also require advance commitments regarding the amounts, prices and timing
of purchases or sales of Company securities and thus limit flexibility and discretion. In addition, once a Rule 10b5-1 plan has been adopted,
it is generally not permissible to amend or modify such plan without complying with new conditions and timing limitations set forth in
Rule 10b5-1. Accordingly, while some individuals may find Rule 10b5-1 plans attractive, they may not be suitable for all Insiders.
| 1. | Pre-Approval. For a Rule 10b5-1 plan to serve as an adequate defense against an allegation of insider
trading, a number of legal requirements must be satisfied. Accordingly, anyone wishing to establish a Rule 10b5-1 plan must first receive
approval from the Compliance Officer or his or her designee. Section 16 Individuals wanting to establish a Rule 10b5-1 plan must also
satisfy the notification and certification requirements set forth in Section III.C.1 above. |
| 2. | Material Nonpublic Information and Special Blackouts. An individual desiring to enter into a Rule
10b5-1 plan must enter into the plan at a time when he or she is not aware of any material nonpublic information about the Company or
otherwise subject to a special trading blackout. |
| 3. | Trading Window. Section 16 Individuals and Key Employees may establish a Rule 10b5-1 plan only
when the Company’s trading window is open. |
| 4. | Limitations on the Number of Rule 10b5-1 Plans. An individual may not establish overlapping Rule
10b5-1 plans and must limit the use of single-trade plans (i.e., a plan covering a single trading event) to one plan during any consecutive
12-month period, in each case subject to the accommodations set forth in Rule 10b5-1. |
| 5. | Cooling Off Periods. Section 16 Individuals must observe a cooling-off period between the date
a Rule 10b5-1 plan is adopted or modified and the date of the first transaction under the plan following such adoption or modification
equal to the later of (i) 90 days; or (ii) 2 business days following the disclosure in Forms 10-K or 10-Q of the Company’s financial
results for the fiscal quarter in which the plan was adopted or modified (but not to exceed 120 days following plan adoption or modification).
All other employees who are not subject to Section V.B.5.a must observe a cooling-off period between the date a Rule 10b5-1 plan is adopted
or modified and the date of the first transaction under the plan following such adoption or modification equal to at least 30 days. |
VI. POST-TERMINATION
TRANSACTIONS
This Policy continues to apply
to transactions in the Company’s securities after termination of service to the Company. If an individual is in possession of material
nonpublic information when his or her service terminates, or if the Company’s trading window is closed at the time of termination,
that individual may not trade in the Company’s securities until any such material nonpublic information has become public or is
no longer material and/or the Company’s trading window has opened. The pre-clearance procedures specified in Section III.C.1 above,
however, will cease to apply to transactions in the Company’s securities upon the opening of the Company’s trading window
and/or expiration of any special trading blackout period, at which point the provisions set forth in Section III.B.1 above shall no longer
apply.
VII. POTENTIAL PENALTIES
AND DISCIPLINARY SANCTIONS
| A. | Civil and Criminal Penalties. |
The consequences of prohibited
insider trading or tipping can be severe. Persons violating insider trading or tipping rules may be required to disgorge the profit made
or the loss avoided by the trading, pay the loss suffered by the person who purchased securities from or sold securities to the Insider
or tippee, pay significant civil and/or criminal penalties, and serve a lengthy jail term. The Company in such circumstances may also
be required to pay major civil or criminal penalties.
Violation of this Policy
or federal or state insider trading or tipping laws by any Insider may, in the case of a director, subject the director to dismissal proceedings
and, in the case of an officer or employee, subject the officer or employee to disciplinary action by the Company up to and including
termination for cause.
Any Insider who violates
this Policy or any federal or state law governing insider trading or tipping or knows of any such violation by any other Insider, must
report the violation immediately to the Compliance Officer. Upon determining that any such violation has occurred, the Compliance Officer,
in consultation with the Company’s Disclosure Committee and, where appropriate, the Chair of the Audit Committee of the Board, will
determine whether the Company should release any material nonpublic information, and, when required by applicable law, shall cause the
Company to report the violation to the SEC or other appropriate governmental authority.
VIII.
MISCELLANEOUS
This Policy will be delivered
to all directors, officers, employees, and designated outsiders upon its adoption by the Company and to all new directors, officers, employees,
and designated outsiders at the start of their employment or relationship with the Company. Upon first receiving a copy of this Policy
or any revised versions, each Section 16 Individual and Key Employee must sign an acknowledgment that he or she has received a copy of
this Policy and agrees to comply with its terms.
[Remainder of Page Intentionally
Left Blank]
RECEIPT AND ACKNOWLEDGMENT FORM
After receiving a copy of
BTC Digital Ltd. (the “Company”)’s Insider Trading Policy or any revised version thereof (the “Policy”),
each member of the Board of Directors, each officer designated under the Policy as a “Section 16 Individual” and each individual
meeting the definition of a “Key Employee” must sign and return this Receipt and Acknowledgment Form to the General Counsel.
I, _______, acknowledge
that I have received and read a copy of the Policy and agree to comply with its terms. I understand that violation of insider trading
or tipping laws or regulations may subject me to severe civil and/or criminal penalties, and that violation of the terms of the Policy
may subject me to discipline by the Company up to and including termination for cause.
EXHIBIT A TO BTC DIGITAL LTD.’S INSIDER
TRADING POLICY
Notice and Certification for Section 16 Individuals
To the Compliance Officer:
This serves as notice to you of my intent to trade
in securities of BTC Digital Ltd. (the “Company”). The amount and nature of the proposed trade is as follows:
☐ Exercise ___________
non-qualified stock options granted under the ____ StockI ncentive Plan on __________________;
☐ Sell in the
open market ___ shares of Company Ordinary Shares currently held at _______________ (example: broker (e.g., Fidelity, USB,) in
certificated form);
☐ Purchase in
the open market _________ shares of Company Ordinary Shares;
☐ Gift
__________ shares of Company Ordinary Shares to _________________;
☐ Adopt a Rule
10b5-1 plan to sell _____________ shares granted on ___________; or
☐ Other
(explain)
I understand that I am not authorized to trade
in Company securities or adopt a Rule 10b5-1 plan in reliance upon this Notice and Certification until the same is approved by the Compliance
Officer or his/her designee. I further understand that I am only authorized to complete my proposed trade or adopt my Rule 10b5-1 plan
during the authorization period set forth in the approval below, and that if I have not completed my proposed trade or adopted my Rule
10b5-1 plan by the last date of the authorization period set forth below, I must submit a new Notice and Certification in order to trade
in Company securities or adopt a plan.
I agree to notify the Compliance Officer within
24 hours after the execution of any cleared trade in Company securities so that the Company can provide reasonable assistance, as requested,
in connection with the timely filing of forms required under Section 16 of the Exchange Act. The ultimate responsibility and liability
for timely, complete, and accurate filing of such forms, however, remains with the undersigned Section 16 Individual.
I hereby certify that I am not aware of material
nonpublic information concerning the Company. I hereby certify that I am adopting a Rule 10b5-1 plan to sell [______] shares in good faith
and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1, and that if I adopt a Rule 10b5-1 plan, I will do so during
the authorization period and such plan will comply with the conditions set forth in Rule 10b5-1 of the Securities Exchange Act of 1934,
as amended.
Date:
Signature:
Name:
_____________________________________________________________________________________
To be completed by Compliance Officer or his/her
Designee
Approved by:
Authorization Period Begins:
Name:
Date:
9
Exhibit 21.1
Subsidiaries of BTC Digital Ltd.
Name of Subsidiary |
|
Jurisdiction of Organization |
Meten International Education Group |
|
Cayman Islands |
Meta Path Investing Holding Company |
|
Cayman Islands |
Meten Service USA Corp. |
|
California |
EdtechX Holdings Acquisition Corp. |
|
Delaware |
Met Chain Investing Holding Company Ltd |
|
British Virgin Islands |
METEN BLOCK CHAIN LLC |
|
Delaware |
Meten Education Investment Limited |
|
British Virgin Islands |
Meten Education (Hong Kong) Limited |
|
Hong Kong |
Likeshuo Education Investment Limited |
|
British Virgin Islands |
Likeshuo Education (Hong Kong) Limited |
|
Hong Kong |
Exhibit 23.1
|
AUDIT ALLIANCE LLP® |
|
|
A Top 18 Audit
Firm |
|
|
10 Anson Road, #20-16 International Plaza, Singapore 079903. |
|
|
|
|
UEN: T12LL1223B GST Reg No: M90367663E Tel: (65) 6227 5428 |
|
Website: www.allianceaudit.com |
|
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Annual Report
on Form 10-K of BTC Digital Ltd. (the “Company”) of our report dated April 15, 2024, relating to the consolidated balance sheets
of the Company as of December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive income, changes
in shareholder’s equity, and cash flows for the years ended December 31, 2023 and 2022 and the related notes, included in the Company’s
Annual Report for the year ended December 31, 2023, filed with the U.S. Securities and Exchange Commission on April 15, 2024.
/s/Audit Alliance
LLP
Singapore
April 15, 2024
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Siguang Peng, certify that:
| 1. | I have reviewed this annual report on Form 10-K of BTC Digital
Ltd. for the period ended December 31, 2023; |
| 2. | Based on my knowledge, this annual report does not contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this annual report; |
| 3. | Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this annual report; |
| 4. | The registrant’s other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly for the period in which this
annual report is being prepared; |
| b. | designed such internal control over financial reporting, or
caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles; |
| c. | evaluated the effectiveness of the registrant’s disclosure
controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation; |
| d. | disclosed in this report any change in the registrant’s
internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
| 5. | The registrant’s other certifying officer and I have
disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent function): |
| a. | all significant deficiencies and material weaknesses in the
design or operation of internal controls which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and |
| b. | any fraud, whether material, that involves management or other
employees who have a significant role in the registrant’s internal controls over financial reporting. |
Date: April 15, 2024 |
By: |
/s/ Siguang Peng |
|
|
Siguang Peng |
|
|
Chief Executive Officer
(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Yupeng Guo, certify that:
| 1. | I have reviewed this annual report on Form 10-K of BTC Digital
Ltd. for the period ended December 31, 2023; |
| 2. | Based on my knowledge, this annual report does not contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this annual report; |
| 3. | Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this annual report; |
| 4. | The registrant’s other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly for the period in which this
annual report is being prepared; |
| b. | designed such internal control over financial reporting, or
caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles; |
| c. | evaluated the effectiveness of the registrant’s disclosure
controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation; |
| d. | disclosed in this report any change in the registrant’s
internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
| 5. | The registrant’s other certifying officer and I have
disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent function): |
| a. | all significant deficiencies and material weaknesses in the
design or operation of internal controls which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and |
| b. | any fraud, whether material, that involves management or other
employees who have a significant role in the registrant’s internal controls over financial reporting. |
Date: April 15, 2024 |
By: |
/s/ Yuypeng Guo |
|
|
Yupeng guo |
|
|
Acting Chief Financial Officer
(Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of BTC Digital Ltd.
(the “Company”) for the period ended December 31, 2023 as filed with the Securities and Exchange Commission on the date
hereof (the “Report”), I, Siguang Peng, as Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| 1. | The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| 2. | The information contained in the Report fairly presents,
in all material respects, the financial condition and results of operations of the Company. |
Date: April 15, 2024 |
By: |
/s/ Siguang Peng |
|
|
Siguang Peng |
|
|
Chief Executive Officer
(Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of BTC Digital Ltd.
(the “Company”) for the period ended December 31, 2023 as filed with the Securities and Exchange Commission on the date
hereof (the “Report”), I, Yupeng Guo, as Acting Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| 1. | The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| 2. | The information contained in the Report fairly presents,
in all material respects, the financial condition and results of operations of the Company. |
Date: April 15, 2024 |
By: |
/s/ Yuypeng Guo |
|
|
Yupeng guo |
|
|
Acting Chief Financial Officer
(Principal Financial Officer) |
Exhibit 97.1
POLICY FOR THE
RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
In accordance with the applicable
rules of the Nasdaq Stock Market (the “Nasdaq Rules”), Section 10D and Rule 10D-1 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors
(the “Board”) of BTC Digital Ltd. (the “Company”) has adopted this Policy (the “Policy”)
to provide for the recovery of erroneously awarded Incentive-based Compensation from Executive Officers. All capitalized terms used and
not otherwise defined herein shall have the meanings set forth in the Definition section below.
RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
In the event of an Accounting Restatement, the
Company will reasonably promptly recover the Erroneously Awarded Compensation Received in accordance with the Nasdaq Rules and Rule 10D-1
as follows:
| (a) | After an Accounting Restatement, the Compensation Committee (composed entirely of independent directors) (the “Committee”)
shall determine the amount of any Erroneously Awarded Compensation Received by each Executive Officer and shall promptly notify each Executive
Officer with a written notice containing the amount of any Erroneously Awarded Compensation and a demand for repayment or return of such
compensation, as applicable. |
| (b) | For Incentive-based Compensation based on (or derived from) the Company’s stock price or total shareholder return, where the
amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the applicable
Accounting Restatement: |
| (1) | The amount to be repaid or returned shall be determined by
the Committee based on a reasonable estimate of the effect of the Accounting Restatement on the Company’s stock price or total
shareholder return upon which the Incentive-based Compensation was Received; and |
| (2) | The Company shall maintain documentation of the determination
of such reasonable estimate and provide the relevant documentation as required to the Nasdaq Stock Market. |
| (c) | The Committee shall have discretion to determine the appropriate means of recovering Erroneously Awarded Compensation based on the
particular facts and circumstances. Notwithstanding the foregoing, except as set forth in Section (f) below, in no event may the Company
accept an amount that is less than the amount of Erroneously Awarded Compensation in satisfaction of an Executive Officer’s obligations
hereunder. |
| (d) | To the extent that the Executive Officer has already reimbursed the Company for any Erroneously Awarded Compensation Received under
any duplicative recovery obligations established by the Company or applicable law, it shall be appropriate for any such reimbursed amount
to be credited to the amount of Erroneously Awarded Compensation that is subject to recovery under this Policy. |
| (e) | To the extent that an Executive Officer fails to repay all Erroneously Awarded Compensation to the Company when due, the Company shall
take all actions reasonable and appropriate to recover such Erroneously Awarded Compensation from the applicable Executive Officer. The
applicable Executive Officer shall be required to reimburse the Company for any and all expenses reasonably incurred (including legal
fees) by the Company in recovering such Erroneously Awarded Compensation in accordance with the immediately preceding sentence. |
| (f) | Notwithstanding anything herein to the contrary, the Company shall not be required to take the actions contemplated by Sections (a)
– (e) above if the Committee determines that recovery would be impracticable and any of the following two conditions are met: |
| (1) | The Committee has determined that the direct expenses paid
to a third party to assist in enforcing the Policy would exceed the amount to be recovered. Before making this determination, the Company
must make a reasonable attempt to recover the Erroneously Awarded Compensation, have documented such attempt(s) and provided such documentation
to the Nasdaq Stock Market; or |
| (2) | Recovery would likely cause an otherwise tax-qualified retirement
plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Section 401(a)(13)
or Section 411(a) of the Internal Revenue Code of 1986, as amended, and regulations thereunder. |
DISCLOSURE REQUIREMENTS
The Company shall file all disclosures with respect
to this Policy required by applicable U.S. Securities and Exchange Commission (“SEC”) filings and rules.
PROHIBITION OF INDEMNIFICATION
The Company shall not be permitted to insure or
indemnify any Executive Officer against (i) the loss of any Erroneously Awarded Compensation that is repaid, returned or recovered pursuant
to the terms of this Policy, or (ii) any claims relating to the Company’s enforcement of its rights under this Policy. Further,
the Company shall not enter into any agreement that exempts any Incentive-based Compensation that is granted, paid or awarded to an Executive
Officer from the application of this Policy or that waives the Company’s right to recovery of any Erroneously Awarded Compensation,
and this Policy shall supersede any such agreement (whether entered into before, on or after the Effective Date of this Policy).
ADMINISTRATION AND INTERPRETATION
This Policy shall be administered by the Committee,
and any determinations made by the Committee shall be final and binding on all affected individuals.
The Committee is authorized to interpret and construe
this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy and for the Company’s
compliance with the Nasdaq Rules, Section 10D, Rule 10D-1 and any other applicable law, regulation, rule or interpretation of the SEC
or the Nasdaq Stock Market promulgated or issued in connection therewith.
AMENDMENT; TERMINATION
The Committee may amend this Policy from time to
time in its discretion and shall amend this Policy as it deems necessary. Notwithstanding anything in this Section F to the contrary,
no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions
taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws, SEC
rule or Nasdaq Stock Market rule.
GOTHER RECOVERY RIGHTS
This Policy shall be binding and enforceable against
all Executive Officers and, to the extent required by applicable law or guidance from the SEC or the Nasdaq Stock Market, their beneficiaries,
heirs, executors, administrators or other legal representatives. The Committee intends that this Policy will be applied to the fullest
extent required by applicable law. Any employment agreement, equity award agreement, compensatory plan or any other agreement or arrangement
with an Executive Officer shall be deemed to include, as a condition to the grant of any benefit thereunder, an agreement by the Executive
Officer to abide by the terms of this Policy. Any right of recovery under this Policy is in addition to, and not in lieu of, any other
remedies or rights of recovery that may be available to the Company under applicable law, regulation or rule or pursuant to the terms
of any policy of the Company or any provision in any employment agreement, equity award agreement, compensatory plan, agreement or other
arrangement.
DEFINITIONS
For purposes of this Policy, the following capitalized
terms shall have the meanings set forth below.
“Accounting Restatement” means an accounting
restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including
any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued
financial statements (a “Big R” restatement), or that would result in a material misstatement if the error were corrected
in the current period or left uncorrected in the current period (a “little r” restatement).
“Clawback Eligible Incentive Compensation”
means all Incentive-based Compensation Received by an Executive Officer (i) after beginning service as an Executive Officer, (ii) who
served as an Executive Officer at any time during the applicable performance period relating to any Incentive-based Compensation (whether
or not such Executive Officer is serving at the time the Erroneously Awarded Compensation is required to be repaid to the Company), (iii)
while the Company has a class of securities listed on a national securities exchange or a national securities association, and (iv) during
the applicable Clawback Period (as defined below).
“Clawback Period” means, with respect
to any Accounting Restatement, the three completed fiscal years of the Company immediately preceding the Restatement Date (as defined
below), and if the Company changes its fiscal year, any transition period of less than nine months within or immediately following those
three completed fiscal years.
“Erroneously Awarded Compensation”
means, with respect to each Executive Officer in connection with an Accounting Restatement, the amount of Clawback Eligible Incentive
Compensation that exceeds the amount of Incentive-based Compensation that otherwise would have been Received had it been determined based
on the restated amounts, computed without regard to any taxes paid.
“Executive Officer” means each individual
who is currently or was previously designated as an “officer” of the Company as defined in Rule 16a-1(f) under the Exchange
Act. For the avoidance of doubt, the identification of an executive officer for purposes of this Policy shall include each executive officer
who is or was identified pursuant to Item 401(b) of Regulation S-K as well as the principal financial officer and principal accounting
officer (or, if there is no principal accounting officer, the controller).
“Financial Reporting Measures” means
measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial
statements, and all other measures that are derived wholly or in part from such measures. Stock price and total shareholder return (and
any measures that are derived wholly or in part from stock price or total shareholder return) shall, for purposes of this Policy, be considered
Financial Reporting Measures. For the avoidance of doubt, a Financial Reporting Measure need not be presented in the Company’s financial
statements or included in a filing with the SEC.
“Incentive-based Compensation” means
any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
“Received” means, with respect to any
Incentive-based Compensation, actual or deemed receipt, and Incentive-based Compensation shall be deemed received in the Company’s
fiscal period during which the Financial Reporting Measure specified in the Incentive-based Compensation award is attained, even if the
payment or grant of the Incentive-based Compensation to the Executive Officer occurs after the end of that period.
“Restatement Date” means the earlier
to occur of (i) the date the Board, a committee of the Board or the officers of the Company authorized to take such action if Board action
is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or
(ii) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.
4
v3.24.1.u1
Cover - USD ($) $ in Thousands |
12 Months Ended |
|
Dec. 31, 2023 |
Jun. 30, 2023 |
Document Information [Line Items] |
|
|
Document Type |
10-K
|
|
Document Annual Report |
true
|
|
Document Transition Report |
false
|
|
Document Financial Statement Error Correction [Flag] |
false
|
|
Entity Interactive Data Current |
Yes
|
|
ICFR Auditor Attestation Flag |
false
|
|
Amendment Flag |
false
|
|
Document Period End Date |
Dec. 31, 2023
|
|
Document Fiscal Year Focus |
2023
|
|
Document Fiscal Period Focus |
FY
|
|
Entity Information [Line Items] |
|
|
Entity Registrant Name |
BTC Digital Ltd.
|
|
Entity Central Index Key |
0001796514
|
|
Entity File Number |
001-39258
|
|
Entity Tax Identification Number |
00-0000000
|
|
Entity Incorporation, State or Country Code |
E9
|
|
Current Fiscal Year End Date |
--12-31
|
|
Entity Well-known Seasoned Issuer |
No
|
|
Entity Voluntary Filers |
No
|
|
Entity Current Reporting Status |
No
|
|
Entity Shell Company |
false
|
|
Entity Filer Category |
Non-accelerated Filer
|
|
Entity Small Business |
true
|
|
Entity Emerging Growth Company |
true
|
|
Entity Ex Transition Period |
false
|
|
Entity Public Float |
|
$ 90,915
|
Entity Contact Personnel [Line Items] |
|
|
Entity Address, Address Line One |
3rd Floor, Tower A
|
|
Entity Address, Address Line Two |
Tagen Knowledge & Innovation Center
|
|
Entity Address, Address Line Three |
2nd Shenyun West Road, Nanshan District
|
|
Entity Address, City or Town |
Shenzhen
|
|
Entity Address, Country |
CN
|
|
Entity Address, Postal Zip Code |
518000
|
|
Entity Phone Fax Numbers [Line Items] |
|
|
City Area Code |
+86
|
|
Local Phone Number |
755 8294 5250
|
|
Entity Listings [Line Items] |
|
|
Entity Common Stock, Shares Outstanding |
2,097,535
|
|
Ordinary Shares, par value $0.06 per share |
|
|
Entity Listings [Line Items] |
|
|
Title of 12(b) Security |
Ordinary Shares, par value $0.06 per share
|
|
Trading Symbol |
BTCT
|
|
Security Exchange Name |
NASDAQ
|
|
Warrants, each exercisable for 1/600 ordinary shares |
|
|
Entity Listings [Line Items] |
|
|
Title of 12(b) Security |
Warrants, each exercisable for 1/600 ordinary shares
|
|
Trading Symbol |
BTCTW
|
|
Security Exchange Name |
NASDAQ
|
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionEnd date of current fiscal year in the format --MM-DD.
+ References
+ Details
Name: |
dei_CurrentFiscalYearEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:gMonthDayItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true only for a form used as an annual report.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 10-K -Number 249 -Section 310
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 20-F -Number 249 -Section 220 -Subsection f
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 40-F -Number 249 -Section 240 -Subsection f
+ Details
Name: |
dei_DocumentAnnualReport |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicates whether any of the financial statement period in the filing include a restatement due to error correction.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-K -Number 229 -Section 402 -Subsection w
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 10-K -Number 249 -Section 310
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 20-F -Number 249 -Section 220 -Subsection f
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 40-F -Number 249 -Section 240 -Subsection f
+ Details
Name: |
dei_DocumentFinStmtErrorCorrectionFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY.
+ References
+ Details
Name: |
dei_DocumentFiscalPeriodFocus |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fiscalPeriodItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThis is focus fiscal year of the document report in YYYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.
+ References
+ Details
Name: |
dei_DocumentFiscalYearFocus |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:gYearItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true only for a form used as a transition report.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Forms 10-K, 10-Q, 20-F -Number 240 -Section 13 -Subsection a-1
+ Details
Name: |
dei_DocumentTransitionReport |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 3 such as an Office Park
+ References
+ Details
Name: |
dei_EntityAddressAddressLine3 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionISO 3166-1 alpha-2 country code.
+ References
+ Details
Name: |
dei_EntityAddressCountry |
Namespace Prefix: |
dei_ |
Data Type: |
dei:countryCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.
+ References
+ Details
Name: |
dei_EntityCommonStockSharesOutstanding |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionIndicate 'Yes' or 'No' whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.
+ References
+ Details
Name: |
dei_EntityCurrentReportingStatus |
Namespace Prefix: |
dei_ |
Data Type: |
dei:yesNoItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityFilerCategory |
Namespace Prefix: |
dei_ |
Data Type: |
dei:filerCategoryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-T -Number 232 -Section 405
+ Details
Name: |
dei_EntityInteractiveDataCurrent |
Namespace Prefix: |
dei_ |
Data Type: |
dei:yesNoItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
+ Details
Name: |
dei_EntityListingsLineItems |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
+ Details
Name: |
dei_EntityPhoneFaxNumbersLineItems |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.
+ References
+ Details
Name: |
dei_EntityPublicFloat |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityShellCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicates that the company is a Smaller Reporting Company (SRC).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntitySmallBusiness |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate 'Yes' or 'No' if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
+ References
+ Details
Name: |
dei_EntityVoluntaryFilers |
Namespace Prefix: |
dei_ |
Data Type: |
dei:yesNoItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate 'Yes' or 'No' if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 405
+ Details
Name: |
dei_EntityWellKnownSeasonedIssuer |
Namespace Prefix: |
dei_ |
Data Type: |
dei:yesNoItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 10-K -Number 249 -Section 310
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 20-F -Number 249 -Section 220 -Subsection f
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 40-F -Number 249 -Section 240 -Subsection f
+ Details
Name: |
dei_IcfrAuditorAttestationFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=btct_OrdinarySharesParValue006PerShareMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=btct_WarrantsEachExercisableFor1600OrdinarySharesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.1.u1
X |
- DefinitionPCAOB issued Audit Firm Identifier
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 10-K -Number 249 -Section 310
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 20-F -Number 249 -Section 220 -Subsection f
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 40-F -Number 249 -Section 240 -Subsection f
+ Details
Name: |
dei_AuditorFirmId |
Namespace Prefix: |
dei_ |
Data Type: |
dei:nonemptySequenceNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 10-K -Number 249 -Section 310
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 20-F -Number 249 -Section 220 -Subsection f
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 40-F -Number 249 -Section 240 -Subsection f
+ Details
Name: |
dei_AuditorLocation |
Namespace Prefix: |
dei_ |
Data Type: |
dei:internationalNameItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 10-K -Number 249 -Section 310
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 20-F -Number 249 -Section 220 -Subsection f
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 40-F -Number 249 -Section 240 -Subsection f
+ Details
Name: |
dei_AuditorName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:internationalNameItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
dei_AuditorTable |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.1.u1
Consolidated Balance Sheets - USD ($) $ in Thousands |
Dec. 31, 2023 |
Dec. 31, 2022 |
Current assets |
|
|
|
Cash and cash equivalents |
|
$ 43
|
$ 48
|
Accounts receivable, net |
|
5,485
|
8,902
|
Prepayments and other current assets |
|
2,980
|
5,015
|
Digital assets |
|
436
|
91
|
Total current assets |
|
8,944
|
14,056
|
Non-current assets |
|
|
|
Equity method investments |
|
2,897
|
2,885
|
Property and equipment, net |
|
12,702
|
13,403
|
Total non-current assets |
|
15,599
|
16,288
|
Total assets |
|
24,543
|
30,344
|
Current liabilities |
|
|
|
Accounts payable |
|
128
|
3,455
|
Short term loans |
|
125
|
870
|
Deferred revenue |
|
792
|
|
Amounts due to related parties |
|
4,056
|
6,739
|
Total current liabilities |
|
5,101
|
11,064
|
Total liabilities |
|
5,101
|
11,064
|
Shareholders’ equity |
|
|
|
Ordinary shares (US$0.06 par value; 25,000,000 shares authorized; 1,044,009 and 2,097,535 shares issued outstanding as of December 31, 2022 and 2023) |
[1] |
121
|
63
|
Additional paid-in capital |
|
205,920
|
202,992
|
Accumulated deficit |
|
(186,599)
|
(183,775)
|
Total equity attributable to shareholders of the Company |
|
19,442
|
19,280
|
Total shareholders’ equity |
|
19,442
|
19,280
|
Total liabilities and shareholders’ equity |
|
24,543
|
30,344
|
Related Party |
|
|
|
Current liabilities |
|
|
|
Amounts due to related parties |
|
$ 4,056
|
$ 6,739
|
|
|
X |
- DefinitionCarrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_AccountsPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481990/310-10-45-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481990/310-10-45-9
+ Details
Name: |
us-gaap_AccountsReceivableNetCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionValue received from shareholders in common stock-related transactions that are in excess of par value or stated value and amounts received from other stock-related transactions. Includes only common stock transactions (excludes preferred stock transactions). May be called contributed capital, capital in excess of par, capital surplus, or paid-in capital.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)(a)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_AdditionalPaidInCapitalCommonStock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (bb) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 6: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 7: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-12
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(12)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(8)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(18)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 13: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 14: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 23: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 26: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(11)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
+ Details
Name: |
us-gaap_Assets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (bb) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 6: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483467/210-10-45-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(9)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
+ Details
Name: |
us-gaap_AssetsCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_AssetsCurrentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionSum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold or consumed after one year or beyond the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (bb) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 17: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
+ Details
Name: |
us-gaap_AssetsNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_AssetsNoncurrentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483467/210-10-45-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-4
+ Details
Name: |
us-gaap_CashAndCashEquivalentsAtCarryingValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(22)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of deferred income and obligation to transfer product and service to customer for which consideration has been received or is receivable, classified as current.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(20)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_DeferredRevenueCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThis item represents the carrying amount on the entity's balance sheet of its investment in common stock of an equity method investee. This is not an indicator of the fair value of the investment, rather it is the initial cost adjusted for the entity's share of earnings and losses of the investee, adjusted for any distributions (dividends) and other than temporary impairment (OTTI) losses recognized.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481664/323-10-45-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (a)(3) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(10)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 25 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-25
+ Details
Name: |
us-gaap_EquityMethodInvestments |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (bb) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 7: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-12
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(14)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 19: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
Reference 21: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 22: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19-26) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_Liabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(25)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(23)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(32)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_LiabilitiesAndStockholdersEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionTotal obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (bb) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 7: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483467/210-10-45-5
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 19: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
Reference 21: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.21) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_LiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_LiabilitiesCurrentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionSum of the carrying values as of the balance sheet date of the portions of long-term notes payable due within one year or the operating cycle if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19,20) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_NotesPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of current assets classified as other.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(8)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_OtherAssetsCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(9)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PrepaidExpenseAndOtherAssetsCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -SubTopic 10 -Topic 360 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(8)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 360 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480842/942-360-50-1
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of accumulated undistributed earnings (deficit).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (g)(2)(i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480016/944-40-65-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480016/944-40-65-2
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480990/946-20-50-11
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(23)(a)(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(17)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)(a)(3)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_RetainedEarningsAccumulatedDeficit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionReflects the total carrying amount as of the balance sheet date of debt having initial terms less than one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(16)(a)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(13)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(19)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_ShortTermBorrowings |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-12
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(19)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(6)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(31)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SAB Topic 4.E) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480418/310-10-S99-2
+ Details
Name: |
us-gaap_StockholdersEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_StockholdersEquityAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.1.u1
Consolidated Balance Sheets (Parentheticals) - $ / shares
|
Dec. 31, 2023 |
Dec. 31, 2022 |
Statement of Financial Position [Abstract] |
|
|
Ordinary shares, par value (in Dollars per share) |
$ 0.06
|
$ 0.06
|
Ordinary shares, authorized |
25,000,000
|
25,000,000
|
Ordinary shares, issued |
2,097,535
|
1,044,009
|
Ordinary shares, outstanding |
2,097,535
|
1,044,009
|
X |
- DefinitionFace amount or stated value per share of common stock.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of common shares permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionTotal number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_StatementOfFinancialPositionAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.1.u1
Consolidated Statements of Operations and Comprehensive Income/(Loss) - USD ($) $ in Thousands |
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Income Statement [Abstract] |
|
|
Revenues |
$ 9,073
|
$ 11,831
|
Cost of revenues |
(10,208)
|
(10,063)
|
Gross profit/(loss) |
(1,135)
|
1,768
|
Operating expenses: |
|
|
Selling and marketing expenses |
(225)
|
|
General and administrative expenses |
(1,121)
|
(721)
|
Gain/(Loss) from operations |
(2,481)
|
1,047
|
Other income (expenses): |
|
|
Realized gain/(loss) on exchange of digital assets |
34
|
(273)
|
Interest income |
1
|
|
Interest expenses |
(63)
|
(20)
|
Foreign currency exchange gain, net |
|
173
|
Equity in income on equity method investments |
12
|
12
|
Others income/(expenses), net |
(327)
|
28
|
Gain/(Loss) before income tax from continuing operations |
(2,824)
|
967
|
Income tax expense |
|
|
Net gain/(loss) from continuing operations |
(2,824)
|
967
|
Loss from discontinued operations, net of income taxes |
|
(6,165)
|
Gain on disposal of discontinued operations, net of income taxes |
|
10,835
|
Net income from discontinued operations, net of income taxes |
|
4,670
|
Net income/(loss) |
(2,824)
|
5,637
|
Net loss from discontinued operations attributable to non-controlling interest |
|
(2,049)
|
Less: Net loss attributable to the non-controlling interest |
|
(2,049)
|
Net income(loss) attributable to shareholders of the Company |
(2,824)
|
7,686
|
Net income/(loss) |
(2,824)
|
5,637
|
Comprehensive income/ (loss) |
$ (2,824)
|
$ 5,637
|
Net earnings/(loss) per share-Basic |
|
|
-From continuing operation (in Dollars per share) |
$ (1.89)
|
$ 8.26
|
-From discontinued operation (in Dollars per share) |
|
6.84
|
Net earnings/(loss) per share- Diluted |
|
|
-From continuing operation (in Dollars per share) |
(1.89)
|
8.26
|
-From discontinued operation (in Dollars per share) |
|
$ 6.84
|
Weighted average shares used in calculating net loss per share |
|
|
- Basic (in Shares) |
1,494,333
|
682,779
|
- Diluted (in Shares) |
1,494,333
|
682,779
|
X |
- References
+ Details
Name: |
btct_NetEarningsLossPerShareBasicAbstract |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 19 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-19
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(22)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(24)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(20)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 55 -Paragraph 4K -Publisher FASB -URI https://asc.fasb.org//1943274/2147481175/810-10-55-4K
+ Details
Name: |
us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate cost of goods produced and sold and services rendered during the reporting period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_CostOfRevenue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount after tax of gain (loss) not previously recognized resulting from the disposal of a discontinued operation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5C -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5C
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 3B -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-3B
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-3
+ Details
Name: |
us-gaap_DiscontinuedOperationGainLossOnDisposalOfDiscontinuedOperationNetOfTax |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of operating income (loss) attributable to disposal group, including, but not limited to, discontinued operation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5B -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5B
+ Details
Name: |
us-gaap_DisposalGroupIncludingDiscontinuedOperationOperatingIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount, before tax, of realized and unrealized gain (loss) from foreign currency transaction.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 20 -Name Accounting Standards Codification -Section 35 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482014/830-20-35-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481956/830-20-45-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481926/830-20-50-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 17 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481839/830-10-45-17
+ Details
Name: |
us-gaap_ForeignCurrencyTransactionGainLossBeforeTax |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of gain (loss) on sale or disposal of assets, including but not limited to property plant and equipment, intangible assets and equity in securities of subsidiaries or equity method investee.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_GainLossOnDispositionOfAssets1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.4) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_GeneralAndAdministrativeExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 17: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-31
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 19: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.1,2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_GrossProfit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount after tax of income (loss) from continuing operations attributable to the parent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-4
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 45 -Paragraph 18 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-18
Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.13) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_IncomeLossFromContinuingOperations |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_IncomeLossFromContinuingOperationsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe amount of net income (loss) from continuing operations per each share of common stock or unit outstanding during the reporting period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-2
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-4
Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(23)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(25)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(27)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-7
Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-03(13)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-1
Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(20)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
Reference 15: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(19)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
+ Details
Name: |
us-gaap_IncomeLossFromContinuingOperationsPerBasicShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe amount of net income (loss) derived from continuing operations during the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-2
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-4
Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(23)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(25)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(27)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-7
Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-03(13)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-1
+ Details
Name: |
us-gaap_IncomeLossFromContinuingOperationsPerDilutedShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount after tax of income (loss) from a discontinued operation including the portion attributable to the noncontrolling interest. Includes, but is not limited to, the income (loss) from operations during the phase-out period, gain (loss) on disposal, gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and adjustments to a prior period gain (loss) on disposal.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(12)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 270 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482551/740-270-45-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-7
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 3A -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-3A
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5C -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5C
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 3B -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-3B
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-4
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-1
Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-3
+ Details
Name: |
us-gaap_IncomeLossFromDiscontinuedOperationsNetOfTax |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount after tax of income (loss) from a discontinued operation attributable to the noncontrolling interest. Includes, but is not limited to, the income (loss) from operations during the phase-out period, gain (loss) on disposal, gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and adjustments to a prior period gain (loss) on disposal.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 19 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-19
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 3A -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-3A
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5B
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5C -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5C
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 3B -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-3B
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-4
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-1
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-3
Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 45 -Paragraph 15 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-15
+ Details
Name: |
us-gaap_IncomeLossFromDiscontinuedOperationsNetOfTaxAttributableToNoncontrollingInterest |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionPer basic share amount, after tax, of income (loss) from the day-to-day business activities of the discontinued operation and gain (loss) from the disposal of the discontinued operation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(23)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(25)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(27)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-7
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(14)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_IncomeLossFromDiscontinuedOperationsNetOfTaxPerBasicShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPer diluted share amount, after tax, of income (loss) from the day-to-day business activities of the discontinued operation and gain (loss) from the disposal of the discontinued operation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-7
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 5 -Subparagraph (SAB Topic 5.E) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479836/810-10-S99-5
+ Details
Name: |
us-gaap_IncomeLossFromDiscontinuedOperationsNetOfTaxPerDilutedShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThis element represents the undistributed income (or loss) of equity method investments, net of dividends or other distributions received from unconsolidated subsidiaries, certain corporate joint ventures, and certain noncontrolled corporations; such investments are accounted for under the equity method of accounting. This element excludes distributions that constitute a return of investment, which are classified as investing activities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncomeLossFromEquityMethodInvestmentsNetOfDividendsOrDistributions |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_IncomeStatementAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe amount of interest income and other income recognized during the period. Included in this element is interest derived from investments in debt securities, cash and cash equivalents, and other investments which reflect the time value of money or transactions in which the payments are for the use or forbearance of money and other income from ancillary business-related activities (that is, excluding major activities considered part of the normal operations of the business).
+ References
+ Details
Name: |
us-gaap_InterestAndOtherIncome |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of the cost of borrowed funds accounted for as interest expense.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-10
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483581/946-220-45-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(3)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482925/835-30-45-3
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04.9) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (210.5-03(11)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 835 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483013/835-20-50-1
+ Details
Name: |
us-gaap_InterestExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-6
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-8
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-9
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-4
Reference 13: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-10
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483581/946-220-45-7
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(18)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(9)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(1)(d)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 29: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 30: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 31: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
Reference 32: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-31
Reference 33: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 34: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-7
Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 36: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A
Reference 37: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B
Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(20)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(22)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
+ Details
Name: |
us-gaap_NetIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of Net Income (Loss) attributable to noncontrolling interest.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-8
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-9
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(17)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-6
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1A -Subparagraph (a)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 55 -Paragraph 4J -Publisher FASB -URI https://asc.fasb.org//1943274/2147481175/810-10-55-4J
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B
+ Details
Name: |
us-gaap_NetIncomeLossAttributableToNoncontrollingInterest |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_OperatingExpensesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe net result for the period of deducting operating expenses from operating revenues.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-31
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
+ Details
Name: |
us-gaap_OperatingIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of income (expense) related to nonoperating activities, classified as other.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.9) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_OtherNonoperatingIncomeExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_OtherNonoperatingIncomeExpenseAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-8
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-9
Reference 8: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-11
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 205 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480767/946-205-45-3
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483581/946-220-45-7
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(16)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(9)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(1)(d)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 19 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-19
Reference 16: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-6
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 18: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 29: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-31
Reference 30: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 31: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 235 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-05(b)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479557/942-235-S99-1
Reference 32: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-7
Reference 33: http://www.xbrl.org/2003/role/exampleRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 4J -Publisher FASB -URI https://asc.fasb.org//1943274/2147481175/810-10-55-4J
Reference 34: http://www.xbrl.org/2003/role/exampleRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 4K -Publisher FASB -URI https://asc.fasb.org//1943274/2147481175/810-10-55-4K
Reference 35: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A
Reference 36: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B
Reference 37: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-2
Reference 38: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1A -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A
Reference 39: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1A -Subparagraph (c)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A
+ Details
Name: |
us-gaap_ProfitLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 924 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 11.L) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479806/606-10-50-5
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 42 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-42
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 40 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-40
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 41 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-41
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479806/606-10-50-4
+ Details
Name: |
us-gaap_RevenueFromContractWithCustomerIncludingAssessedTax |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate total amount of expenses directly related to the marketing or selling of products or services.
+ References
+ Details
Name: |
us-gaap_SellingAndMarketingExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 16 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-16
+ Details
Name: |
us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-10
+ Details
Name: |
us-gaap_WeightedAverageNumberOfSharesOutstandingBasic |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_WeightedAverageNumberOfSharesOutstandingDilutedDisclosureItemsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.1.u1
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands |
Ordinary shares |
Additional paid-in capital |
Accumulated deficit |
Total (deficit)/equity attributable to shareholders of the Company |
Non-controlling interests |
Total |
Balance at Dec. 31, 2021 |
|
$ 32
|
|
$ 194,683
|
$ (191,461)
|
$ 3,253
|
$ 2,049
|
$ 5,303
|
Balance (in Shares) at Dec. 31, 2021 |
[1] |
568,572
|
|
|
|
|
|
|
Net income (loss) for the year |
|
|
|
|
7,686
|
7,686
|
|
7,686
|
Disposal of VIE |
|
|
|
|
|
|
(2,049)
|
(2,049)
|
Share-based compensation |
|
|
|
849
|
|
849
|
|
849
|
Issuance of ordinary shares |
|
$ 31
|
|
7,460
|
|
7,491
|
|
7,491
|
Issuance of ordinary shares (in Shares) |
[1] |
475,436
|
|
|
|
|
|
|
Balance at Dec. 31, 2022 |
|
$ 63
|
|
202,992
|
(183,775)
|
19,280
|
|
$ 19,280
|
Balance (in Shares) at Dec. 31, 2022 |
|
1,044,009
|
[1] |
|
|
|
|
1,044,009
|
Net income (loss) for the year |
|
|
|
|
(2,824)
|
(2,824)
|
|
$ (2,824)
|
Share-based compensation |
|
|
|
138
|
|
138
|
|
138
|
Issuance of ordinary shares |
|
$ 58
|
|
2,790
|
|
2,848
|
|
2,848
|
Issuance of ordinary shares (in Shares) |
|
1,053,526
|
|
|
|
|
|
|
Balance at Dec. 31, 2023 |
|
$ 121
|
|
$ 205,920
|
$ (186,599)
|
$ 19,442
|
|
$ 19,442
|
Balance (in Shares) at Dec. 31, 2023 |
|
2,097,535
|
[1] |
|
|
|
|
2,097,535
|
|
|
X |
- DefinitionAmount of increase to additional paid-in capital (APIC) for recognition of cost for award under share-based payment arrangement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 35 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480483/718-10-35-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 718 -SubTopic 20 -Section 55 -Paragraph 13 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481089/718-20-55-13
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 718 -SubTopic 20 -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481089/718-20-55-12
+ Details
Name: |
us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-6
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-8
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-9
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-4
Reference 13: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-10
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483581/946-220-45-7
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(18)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(9)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(1)(d)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 29: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 30: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 31: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
Reference 32: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-31
Reference 33: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 34: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-7
Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 36: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A
Reference 37: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B
Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(20)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(22)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
+ Details
Name: |
us-gaap_NetIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionNumber of new stock issued during the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481004/946-505-50-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(i)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesNewIssues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionEquity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-11
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 205 -Name Accounting Standards Codification -Section 45 -Paragraph 4 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480767/946-205-45-4
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481004/946-505-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueNewIssues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionValue of shares of stock issued attributable to transactions classified as other.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueOther |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-12
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(19)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(6)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(31)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SAB Topic 4.E) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480418/310-10-S99-2
+ Details
Name: |
us-gaap_StockholdersEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
v3.24.1.u1
Consolidated Statements of Cash Flows - USD ($) $ in Thousands |
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Cash flows from operating activities: |
|
|
Net (loss)/income |
$ (2,824)
|
$ 5,637
|
Adjustments to reconcile net income/(loss) to net cash generated from operating activities: |
|
|
Depreciation and amortization |
3,151
|
4,176
|
Amortization of operating lease right-of-use assets |
|
1,346
|
Realized loss/(gain) on exchange of digital assets |
(34)
|
273
|
Net loss/(gain) on disposal of property and equipment |
357
|
(3,866)
|
Impairment losses on cryptocurrency assets |
|
3
|
Provision for impairment loss of account receivables and other receivables |
|
1,652
|
Equity income on equity method investments |
(12)
|
(512)
|
Deferred income tax expense |
|
59
|
Loss on disposal and closure of subsidiaries and branches |
|
2,639
|
Share-based compensation expenses |
138
|
849
|
Gains on disposal of subsidiaries and VIEs |
|
(10,835)
|
Changes in operating assets and liabilities, net of effect of acquisitions and disposals of subsidiaries: |
|
|
Decrease in contract assets |
|
214
|
Increase in accounts receivable |
3,417
|
(10,325)
|
Decrease in other contract costs |
|
2,723
|
(Increase)/decrease in prepayments and other current assets |
3,003
|
(969)
|
Decrease in other non-current assets |
|
1,479
|
Change of Digital assets |
(311)
|
(367)
|
Increase/(decrease) in accounts payable |
(3,327)
|
3,289
|
Increase/(decrease) in deferred revenue |
250
|
(12,613)
|
Decrease in salary and welfare payable |
|
(2,609)
|
Decrease in financial liabilities from contracts with customers |
|
(10,169)
|
Decrease in accrued expenses and other payables |
|
(1,849)
|
Decrease in prepaid tax |
|
34
|
Decrease in operating lease liabilities |
|
(1,314)
|
Increase in income taxes payable |
|
9
|
Net cash flow generated from/(used in) operating activities |
3,808
|
(31,046)
|
Cash flows from investing activities: |
|
|
Purchases of property and equipment |
(2,501)
|
(8,875)
|
Disposal of subsidiaries and VIEs |
|
(2,534)
|
Payment for investment in associate |
|
(1,799)
|
Proceeds from disposal of property and equipment |
564
|
10,605
|
Advances to related parties |
(2,683)
|
(194)
|
Repayment of advances to related parties |
|
441
|
Net cash used in investing activities |
(4,620)
|
(2,356)
|
Cash flows from financing activities: |
|
|
Advances from related parties |
|
4,063
|
Repayment of advances from related parties |
|
(2,770)
|
Proceeds from Short term loans |
182
|
1,041
|
Repayment of Short term loans |
(927)
|
(1,041)
|
Proceeds from issuance of ordinary shares for private placement |
1,552
|
6,459
|
Net cash generated from financing activities |
807
|
7,752
|
Net decrease in cash and cash equivalents and restricted cash |
(5)
|
(25,650)
|
Cash and cash equivalents and restricted cash at the beginning of the year |
48
|
25,698
|
Cash and cash equivalents and restricted cash at the end of the year |
43
|
48
|
Supplemental disclosure of cash flow information: |
|
|
Interest paid |
63
|
23
|
Income tax paid |
|
104
|
Supplemental disclosure of cash and cash equivalents and restricted cash: |
|
|
Cash and cash equivalents |
$ 43
|
$ 48
|
X |
- DefinitionThe amount of change in other contract costs.
+ References
+ Details
Name: |
btct_IncreasedecreaseInOtherContractCosts |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
btct_IncreasedecreaseInSalaryAndWelfarePayable |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionChange of Cryptocurrency assets.
+ References
+ Details
Name: |
btct_Increasedecreasecryptocurrencyassets |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483467/210-10-45-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-4
+ Details
Name: |
us-gaap_CashAndCashEquivalentsAtCarryingValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-8
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-24
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-4
+ Details
Name: |
us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including, but not limited to, disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-8
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-24
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-4
+ Details
Name: |
us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsIncludingDisposalGroupAndDiscontinuedOperations |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of increase (decrease) in cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; excluding effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-24
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 1 -SubTopic 230 -Topic 830 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481877/830-230-45-1
+ Details
Name: |
us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
+ Details
Name: |
us-gaap_DepreciationDepletionAndAmortization |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of gain (loss) from sale and disposal of integrated set of activities and assets capable of being conducted and managed for purpose of providing return in form of dividend, lower cost, or other economic benefit to investor, owner, member and participant.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-1B
+ Details
Name: |
us-gaap_GainLossOnSaleOfBusiness |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of gain (loss) on sale or disposal of other assets.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_GainLossOnSaleOfOtherAssets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of gain (loss) on sale or disposal of property, plant and equipment assets, including oil and gas property and timber property.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_GainLossOnSaleOfPropertyPlantEquipment |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of gain (loss) on sale or disposal of equity in securities of subsidiaries or equity method investee.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(b)(7)(c)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(b)(9)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(3)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(13)(g)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
+ Details
Name: |
us-gaap_GainLossOnSaleOfStockInSubsidiaryOrEquityMethodInvestee |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of loss from the write-down of an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482548/350-20-55-24
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482598/350-20-45-2
+ Details
Name: |
us-gaap_GoodwillImpairmentLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of income (loss) for proportionate share of equity method investee's income (loss).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(10)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481664/323-10-45-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(12)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(13)(f)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
+ Details
Name: |
us-gaap_IncomeLossFromEquityMethodInvestments |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInAccountsPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInAccountsReceivable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period of all taxes owed but not paid, including income, property and other taxes.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInAccruedTaxesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of increase (decrease) in right to consideration in exchange for good or service transferred to customer when right is conditioned on something other than passage of time.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInContractWithCustomerAsset |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of increase (decrease) in obligation to transfer good or service to customer for which consideration has been received or is receivable.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 912 -SubTopic 310 -Name Accounting Standards Codification -Section 45 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482312/912-310-45-11
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInContractWithCustomerLiability |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of increase (decrease) in deferred income and obligation to transfer product and service to customer for which consideration has been received or is receivable.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInDeferredRevenue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_IncreaseDecreaseInOperatingCapitalAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of increase (decrease) in obligation for operating lease.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (g)(1) -SubTopic 20 -Topic 842 -Publisher FASB -URI https://asc.fasb.org//1943274/2147478964/842-20-50-4
+ Details
Name: |
us-gaap_IncreaseDecreaseInOperatingLeaseLiability |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in other obligations or expenses incurred but not yet paid.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInOtherAccountsPayableAndAccruedLiabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of increase (decrease) in current assets classified as other.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInOtherCurrentAssets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of increase (decrease) in noncurrent assets classified as other.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInOtherNoncurrentAssets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of increase (decrease) of consideration paid in advance for income and other taxes that provide economic benefits in future periods.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInPrepaidTaxes |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash paid for interest, excluding capitalized interest, classified as operating activity. Includes, but is not limited to, payment to settle zero-coupon bond for accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 17 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-17
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-2
+ Details
Name: |
us-gaap_InterestPaidNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-24
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInFinancingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-24
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInInvestingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-24
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-25
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInOperatingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of periodic reduction over lease term of carrying amount of right-of-use asset from operating lease.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_OperatingLeaseRightOfUseAssetAmortizationExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow associated with the purchase of noncontrolling interest during the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 13 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-13
+ Details
Name: |
us-gaap_PaymentsToAcquireAdditionalInterestInSubsidiaries |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow associated with the purchase of or advances to an equity method investments, which are investments in joint ventures and entities in which the entity has an equity ownership interest normally of 20 to 50 percent and exercises significant influence.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 13 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-13
+ Details
Name: |
us-gaap_PaymentsToAcquireEquityMethodInvestments |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow to acquire an agreement for an unconditional promise by the maker to pay the entity (holder) a definite sum of money at a future date. Such amount may include accrued interest receivable in accordance with the terms of the note. The note also may contain provisions including a discount or premium, payable on demand, secured, or unsecured, interest bearing or noninterest bearing, among myriad other features and characteristics.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 13 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-13
+ Details
Name: |
us-gaap_PaymentsToAcquireNotesReceivable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 13 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-13
+ Details
Name: |
us-gaap_PaymentsToAcquirePropertyPlantAndEquipment |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow from the additional capital contribution to the entity.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 14 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-14
+ Details
Name: |
us-gaap_ProceedsFromIssuanceOfCommonStock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow from the sale of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 12 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-12
+ Details
Name: |
us-gaap_ProceedsFromSaleOfPropertyPlantAndEquipment |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow from a borrowing having initial term of repayment within one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 14 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-14
+ Details
Name: |
us-gaap_ProceedsFromShortTermDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-8
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-9
Reference 8: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-11
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 205 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480767/946-205-45-3
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483581/946-220-45-7
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(16)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(9)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(1)(d)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 19 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-19
Reference 16: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-6
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 18: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 29: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-31
Reference 30: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 31: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 235 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-05(b)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479557/942-235-S99-1
Reference 32: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-7
Reference 33: http://www.xbrl.org/2003/role/exampleRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 4J -Publisher FASB -URI https://asc.fasb.org//1943274/2147481175/810-10-55-4J
Reference 34: http://www.xbrl.org/2003/role/exampleRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 4K -Publisher FASB -URI https://asc.fasb.org//1943274/2147481175/810-10-55-4K
Reference 35: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A
Reference 36: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B
Reference 37: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-2
Reference 38: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1A -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A
Reference 39: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1A -Subparagraph (c)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A
+ Details
Name: |
us-gaap_ProfitLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of expense (reversal of expense) for expected credit loss on accounts receivable.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 326 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479319/326-20-50-13
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_ProvisionForDoubtfulAccounts |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow for a borrowing having initial term of repayment within one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 15 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-15
+ Details
Name: |
us-gaap_RepaymentsOfShortTermDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of noncash expense for share-based payment arrangement.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_ShareBasedCompensation |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
v3.24.1.u1
Organization and Principal Activities
|
12 Months Ended |
Dec. 31, 2023 |
Organization and Principal Activities [Abstract] |
|
Organization and Principal Activities |
1. | Organization
and Principal Activities |
Meten
EdtechX Education Group Ltd (the “Company”) was incorporated on September 27, 2019 under the law of Cayman Islands as an
exempted company with limited liability. Meten EdtechX Education Group Ltd changed its name to “Meten Holding Group Ltd.”
on August 11, 2021. On August 11, 2023, the Company changed its name to “BTC Digital Ltd.”. The Company is primarily engaged
in the bitcoin mining business, and also generates revenue through mining machines resale and rental business operations.
As
of December 31, 2023, the details of the Company’s subsidiaries were as follows:
Entity |
|
Date
of
incorporation |
|
Place
of
incorporation |
|
Percentage
of
direct or indirect economic ownership |
Principal activities |
Major
subsidiaries: |
|
|
|
|
|
|
|
|
|
|
Meten
International Education Group |
|
|
July 10, 2018 |
|
Cayman Islands |
|
|
100% |
|
Investment holding |
Meten
Education Investment Limited (“Meten BVI”) |
|
|
July 18, 2018 |
|
British Virgin Islands (“BVI”) |
|
|
100% |
|
Investment holding |
Likeshuo
Education Investment Limited (“Likeshuo BVI”) |
|
|
July 18, 2018 |
|
BVI |
|
|
100% |
|
Investment holding |
Meten
Education (Hong Kong) Limited (“Meten HK”) |
|
|
August 22, 2018 |
|
Hong Kong |
|
|
100% |
|
Investment holding |
Likeshuo
Education (Hong Kong) Limited (“Likeshuo HK”) |
|
|
August 22, 2018 |
|
Hong Kong |
|
|
100% |
|
Investment holding |
Meta
Path investing holding company |
|
|
December 3, 2021 |
|
Cayman Islands |
|
|
100% |
|
Investment holding |
Met
Chain investing holding company Ltd |
|
|
January
5, 2022 |
|
BVI |
|
|
100% |
|
Investment holding |
METEN
BLOCK CHAIN LLC |
|
|
March
8, 2022 |
|
United States |
|
|
100% |
|
Investment holding |
Meten
Service USA Corp. |
|
|
March
3, 2016 |
|
United States |
|
|
100% |
|
Investment holding |
(b) | History
of the Group and reorganization |
Organization
and General
The
Company is authorized to issue 500,000,000 ordinary shares with a par value of $0.003 per share. On September 27, 2019, the Company issued
one ordinary share to its sole director Richard Fear for a purchase price of $0.0001. On the same day, the one ordinary share owned by
Richard Fear was transferred to Guo Yupeng. Reverse
recapitalization
On
December 12, 2019, the Company entered into an Agreement and Plan of Reorganization (the “Merger Agreement”) by and among
the Company, EdtechX Holdings Acquisition Corp., a Delaware corporation (“EdtechX”), Meten Education Inc., a Delaware corporation
and wholly owned subsidiary of the Company (“EdtechX Merger Sub”), Meten Education Group Ltd.(“Meten International”),
a Cayman Islands exempted company which incorporated on July 10, 2018 and wholly owned subsidiary of the Company (“Meten Merger
Sub”, and together with EdtechX Merger Sub, the “Merger Subs”). EdtechX was a blank check company incorporated in Delaware
on May 15, 2018 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses or entities.
On
March 30, 2020, the Company consummated its acquisition of Meten International and EdtechX, pursuant to the Merger Agreement, where the
Company acquired 100% of the issued and outstanding ordinary shares of Meten International and EdtechX, i.e., 318,601,222 ordinary shares
of Meten International and 1,971,505 ordinary shares of EdtechX for 1,613,054 and 65,717 ordinary shares of the Company, respectively
(the “SPAC Transaction”).
Meten
International was determined to be the accounting acquirer given the controller of Meten International effectively controlled the combined
entity Meten EdtechX Education Group Ltd after the SPAC Transaction.
The
transaction is not a business combination because EdtechX was not a business. The transaction is accounted for as a reverse recapitalization,
which is equivalent to the issuance of shares by Meten International for the net monetary assets of EdtechX, accompanied by a recapitalization.
Meten International is determined as the predecessor and the historical financial statements of Meten International became the Company’s
historical financial statements, with retrospective adjustments to give effect of the reverse recapitalization. The equity is restated
using the exchange ratio of 0.1519 established in the reverse recapitalization transaction, which is 48,391,607 divided by 318,601,222,
to reflect the equity structure of the Company. Loss (income) per share is retrospectively restated using the historical weighted-average
number of ordinary shares outstanding multiplied by the exchange ratio. The share and per share data is retrospectively restated using
the exchange ratio in the share-based compensation footnote, see Note 12.
Immediately
prior to the merger transaction, Azimut Enterprises Holdings S.r.l. invested $20,000 in EdtechX to purchase 2,000,000 units of EdtechX,
which were converted into same number of units of the Company upon closing of the merger transaction.
In
connection with merger transaction, on February 28, 2020, March 19, 2020 and March 26, 2020, three unrelated investors agreed to invest
USD6,000, USD4,000 and USD6,000 to purchase shares of the Company. The financing of the USD12,000 was completed on March 30, 2020, and
the USD4,000 financing was terminated on April 14, 2020 as the investor failed to pay the purchase price by the agreed deadline.
Reorganization
of Meten International
Prior
to the SPAC Transaction, Meten International undertook a series of steps to restructure its business.
Meten
International’s history began in April 2006 with the commencement of operations of Shenzhen Meten International Education Co.,
Ltd. (“Shenzhen Meten”), a limited liability company incorporated in the PRC by Mr. Jishuang Zhao, Mr. Siguang Peng and Mr.
Yupeng Guo (collectively, the “Founders”). On December 18, 2017, Shenzhen Meten was converted into a joint stock limited
liability company and 30,000,000 shares of RMB1 each were issued. From
March 2012 to August 2018, Mr. Yun Feng, Shenzhen Daoge Growth No.3 Investment Fund Partnership (Limited Partnership), Shenzhen Daoge
Growth No.5 Investment Fund Partnership (Limited Partnership), Shenzhen Daoge Growth No.6 Investment Fund Partnership (Limited Partnership),
Shenzhen Daoge Growth No.11 Investment Fund Partnership (Limited Partnership), Shenzhen Daoge Growth No.21 Investment Fund Partnership
(Limited Partnership), Zhihan (Shanghai) Investment Center (Limited Partnership), Hangzhou Muhua Equity Investment Fund Partnership (Limited
Partnership) (collectively known as the “Pre-listing Investors”) each acquired certain equity interests in Shenzhen Meten.
In
preparation of the listing in capital markets of Shenzhen Meten’s general adult English training, overseas training services, online
English training and other English language-related services businesses (the “Business”), Shenzhen Meten underwent a series
of reorganization transactions (“Reorganization”) in 2018. The main purpose of the Reorganization is to establish a Cayman
Islands holding company for the Business in preparation for its overseas listing.
The
Reorganization was executed in the following steps:
| 1) | Meten
International was incorporated as an exempted company with limited liability in the Cayman
Islands on September 27, 2019 and as offshore holding company of the Group. In July and August
2018, the Founders and Pre-listing Investors subscribed for ordinary shares of Meten International
at par value, all in the same proportions as the percentage of the then equity interest they
held in Shenzhen Meten. Upon the issuance of ordinary shares to the Founders and Pre-listing
Investors, the equity structure of the Meten International is identical to that of Shenzhen
Meten. |
| 2) | In
July 2018, Meten International further established two wholly-owned subsidiaries in the British
Virgin Islands, Meten BVI and Likeshuo BVI. |
| 3) | In
August 2018, Meten BVI and Likeshuo BVI established two wholly-owned subsidiaries in Hong
Kong, Meten HK and Likeshuo HK, respectively. |
| 4) | In
September 2018, Meten HK and Likeshuo HK established two wholly-owned subsidiaries in China,
named Zhuhai Meizhilian Education Technology Co., Ltd.(“Zhuhai Meizhilian”) and
Zhuhai Likeshuo Education Technology Co., Ltd. (“Zhuhai Likeshuo”), respectively. |
| 5) | In
October 2018, Shenzhen Meten was split into three separate legal entities, namely Shenzhen
Meten, Shenzhen Likeshuo Education Co., Ltd. (“Shenzhen Likeshuo”) and Shenzhen
Yilian Education Investment Co. Ltd. (“Shenzhen Yilian Investment”). |
| 6) | In
November 2018, Zhuhai Meten and Zhuhai Likeshuo (collectively the “WFOEs”) entered
into a series of contractual arrangements, including a business cooperation agreement, exclusive
technical service and management consultancy agreement, exclusive call option agreement,
equity pledge agreement and shareholders’ rights entrustment agreement (collectively
referred to as the “Contractual Arrangements” as further described below) with
Shenzhen Meten, Shenzhen Likeshuo and their shareholders, respectively. Consequently, Shenzhen
Meten and Shenzhen Likeshuo became consolidated VIEs of Meten International upon the completion
of the relevant reorganization steps. |
| 7) | As part of the Reorganization, Shenzhen Meten transferred its equity interests in certain operations that are not a part of the Business to Shenzhen Yilian Investment and made a net cash distribution of approximately RMB148,270. Such net payment is recorded as distributions in connection with Reorganization in the accompanying consolidated statements of changes in shareholders’ deficit for the year ended December 31, 2018. |
The
Reorganization involved the restructuring of the legal structure of the Business, which was under common control and did not result in
any changes in the economic substance of the ownership and the Business. The accompanying consolidated financial statements have been
prepared as if the VIE structure had been in existence throughout the periods presented and prior to the VIE structure was unwound.
Upon
completion of the Reorganization, Meten International’s shares and per share information including the basic and diluted income/(loss)
per share have been presented retrospectively as if the number of ordinary shares outstanding immediately after the completion of the
Reorganization had been outstanding from the beginning of the earliest period presented, except for the ordinary shares issued in connection
with the exchange of Redeemable Owner’s Investment held by the Pre-listing investors during the Reorganization have been weighted
for the portion of the period that they were outstanding.
(c) | Unwinding
of the VIE Structure |
The
Company has previously conducted the ELT services in China through a series of contractual arrangements with Shenzhen Meten and Shenzhen
Likeshuo and their respective subsidiaries, and consolidated the financial results of Shenzhen Meten and Shenzhen Likeshuo and their
subsidiaries in the Company’s consolidated financial statements in accordance with U.S. generally accepted accounting principles
(“GAAP”).
On
October 22, 2022, the Company announced the decision to dispose of the VIE structures in China, and on November 22, 2022 the Company
has terminated all of the VIE structures with the ELT services. From November 23, 2022, the Company no longer retained any financial
interest over the ELT services related VIEs and accordingly deconsolidated the ELT services related VIEs’ financial statements
from the Company’s consolidated financial statements. The disposal of ELT services related VIEs represented a strategic shift and
has a major effect on the Company’s result of operations. Accordingly, assets, liabilities, and results of operations related to
ELT services related VIEs have been reported as discontinued operations for all periods presented.
The
accompanying consolidated financial statements have been prepared in accordance with GAAP’.
The
consolidated financial statements are presented in dollars (“US$”), rounded to the nearest thousands except share data and
per share data, or otherwise noted.
(e) | Principles
of consolidation |
The
consolidated financial statements of the Group include the financial statements of the Company, its subsidiaries, and the VIEs before
the VIE structure was unwound, in which it had a controlling financial interest. The results of the subsidiaries and the VIEs are consolidated
from the date on which the Group obtained control and continue to be consolidated until the date that such control ceases. A controlling
financial interest is typically determined when a company holds a majority of the voting equity interest in an entity. All significant
intercompany balances and transactions among the Company, its subsidiaries and the VIEs have been eliminated on consolidation.
|
X |
- References
+ Details
Name: |
us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480424/946-10-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480424/946-10-50-2
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 810 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//810/tableOfContent
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//205/tableOfContent
+ Details
Name: |
us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.1.u1
Summary of Significant Accounting Policies
|
12 Months Ended |
Dec. 31, 2023 |
Summary of Significant Accounting Policies [Abstract] |
|
Summary of significant accounting policies |
2. | Summary
of significant accounting policies |
The
preparation of the Company’s 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, disclosure of contingent assets and liabilities at the balance
sheet date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, estimate
of standalone selling prices of each unit of accounting in multiple elements arrangements, estimate of breakage, the fair value of identifiable
assets acquired, liabilities assumed and non-controlling interests in business combinations, the useful lives of long-lived assets including
intangible assets, the fair value of the reporting unit for the goodwill impairment test, the allowance for doubtful accounts receivable
and other receivables, the realization of deferred tax assets, the fair value of share-based compensation awards, lease liabilities,
right-of-use assets and the recoverability of long-lived assets. Changes in facts and circumstances may result in revised estimates.
Actual results could differ from those estimates, and as such, differences may be material to the consolidated financial statements.
The
Group use United States dollar (“US$”) as its reporting currency. The functional currency of the Company and its subsidiaries
incorporated outside of the PRC is United States dollar (“US$”).
(c) | Convenience translation |
Translations
of balances in the consolidated balance sheets, consolidated statements of comprehensive income/(loss) and consolidated statements of
cash flows from RMB into US$ as of and for the year ended December 31, 2022 are solely for the convenience of the readers and were calculated
at the rate of US$1.00=RMB6.8972, representing the index rates stipulated by the Federal Reserve Bank of New York on December 31, 2022.
No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on
December 31, 2022, or at any other rate. The US$ convenience translation is not required under U.S. GAAP and all US$ convenience translation
amounts in the accompanying consolidated financial statements are unaudited.
(d) | Cash and cash equivalents |
Cash
and cash equivalents represent cash on hand and time deposits, which have original maturities of three months or less when purchased
and which are unrestricted as to withdrawal and use. In addition, highly liquid investments which have original maturities of three months
or less when purchased are classified as cash and cash equivalents.
Accounts
receivable are presented net of allowance for doubtful accounts. The Group uses specific identification in providing for bad debts when
facts and circumstances indicate that collection is doubtful and based on factors listed in the following paragraph. If the financial
conditions of its franchisee were to deteriorate, resulting in an impairment of their ability to make payments, additional allowance
may be required.
The
Group maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required
payments. In establishing the required allowance, management considers historical losses adjusted to take into account current market
conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current
payment patterns. Accounts receivable are charged off against the allowance after all means of collection have been exhausted and the
potential for recovery is considered remote.
Digital
asset (including bitcoin) is included in current assets in the accompanying consolidated balance sheets. Digital assets purchased are
recorded at cost and digital assets awarded to the Company through its mining activities are accounted for in connection with the Company’s
revenue recognition policy disclosed below.
Digital
assets held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is
not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that
it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value,
which is measured using the quoted price of the digital assets at the time its fair value is being measured. In testing for impairment,
the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment
exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary.
If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized,
the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted.
Purchases
of digital assets by the Company, if any, will be included within investing activities in the accompanying consolidated statements of
cash flows, while digital assets awarded to the Company through its mining activities are included within operating activities on the
accompanying consolidated statements of cash flows. The sales of digital assets are included within investing activities in the accompanying
consolidated statements of cash flows and any realized gains or losses from such sales are included in “realized gain (loss) on
exchange of digital assets” in the consolidated statements of operations and comprehensive income (loss). The Company accounts
for its gains or losses in accordance with the first-in first-out method of accounting.
| (g) | Equity method investments |
Investee
companies over which the Group has the ability to exercise significant influence, but does not have a controlling interest through investment
in common shares or in-substance common shares, are accounted for using the equity method. Significant influence is generally considered
to exist when the Group has an ownership interest in the voting stock of the investee between 20% and 50%, and other factors, such as
representation on the investee’s board of directors, voting rights and the impact of commercial arrangements, are also considered
in determining whether the equity method of accounting is appropriate.
Under
the equity method, the Group initially records its investment at cost and subsequently recognizes the Group’s proportionate share
of each equity investee’s net income or loss after the date of investment into earnings and accordingly adjusts the carrying amount
of the investment. The Group reviews its equity method investments for impairment whenever an event or circumstance indicates that an
other-than-temporary impairment has occurred. The Group considers available quantitative and qualitative evidence in evaluating potential
impairment of its equity method investments. An impairment charge is recorded when the carrying amount of the investment exceeds its
fair value and this condition is determined to be other-than-temporary.
| (h) | Property and equipment, net |
Property
and equipment are stated at cost less accumulated depreciation and any recorded impairment.
Gains
or losses arising from the disposal of an item of property and equipment are determined as the difference between the net disposal proceeds
and the carrying amount of the item and are recognized in profit or loss on the date of disposal.
The
estimated useful lives are presented below.
Depreciation
on property and equipment is calculated on the straight-line method over the estimated useful lives of the assets.
| (i) | Impairment of long-lived assets |
Long-lived
assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment,
the Group first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the
carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized
to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including
discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. No impairment losses
were recorded for the years December 31, 2022 and 2023.
The
Group determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”)
assets, current and non-current lease liabilities on the Group’s consolidated balance sheets.
ROU
lease assets represent the Group’s right to use an underlying asset for the lease term and lease obligations represent the Group’s
obligation to make lease payments arising from the lease. Operating lease ROU assets and operating lease liabilities are recognized based
on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Group’s leases
do not provide an implicit rate, the Group use its incremental borrowing rate based on the information available at commencement date
in determining the present value of future payments. The Group’s incremental borrowing rate for a lease is the rate of interest
it would have to pay to borrow an amount equal to the lease payments under similar terms. The operating lease ROU assets also include
initial direct costs incurred and any lease payments made to the lessor or before the commencement date, minus any lease incentives received.
Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.
The
Company adopted ASC 606, “Revenue from Contracts with Customers” for all periods presented. Consistent with the criteria
of ASC 606, the Company follows five steps for its revenue recognition: (i) identify the contract(s) with a customer, (ii) identify the
performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance
obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The
primary sources of the Group’s revenue is as follows:
The
Company has entered into digital asset mining pools by executing contracts with the mining pool operators to provide computing power
to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation
only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company
is entitled to a fractional share of the fixed digital assets award the mining pool operator receives, for successfully adding a block
to the blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the
mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm.
Providing
computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision
of such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction
consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received,
which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools.
The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration
is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company
receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component
in these transactions.
Fair
value of the digital assets award received is determined using the quoted price of the related digital assets at the time of receipt.
There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for digital assets
recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment.
In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect
on the Company’s consolidated financial position and results from operations.
Income
taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future
tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax bases, as well as operating loss and tax credit carryforwards, if any. Deferred income tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected
to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates or tax laws is recognized
in the consolidated statements of comprehensive income in the period the change in tax rates or tax laws is enacted.
The
Group reduces the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is ‘‘more-likely-than-not’’
that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at
each reporting period based on a ‘‘more-likely-than-not’’ realization threshold. This assessment considers, among
other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of
statutory carryforward periods, and the Group’s experience with operating loss and tax credit carryforwards, if any, not expiring.
The
Group recognizes in its financial statements the impact of a tax position if that position is ‘‘more-likely-than-not’’
to prevail based on the facts and technical merits of the position. Tax positions that meet the ‘‘more-likely-than-not’’
recognition threshold are measured at the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized
upon settlement. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Interest and
penalties recognized related to unrecognized tax benefits are classified as income tax expense in the consolidated statements of comprehensive
income.
| (m) | Share based compensation |
Share-based
awards granted to the employees in the form of share options are subject to service and non-market performance conditions. They are measured
at the grant date fair value of the awards. The compensation expense in connection with the shares awarded to employees is recognized
using the straight-line method over the requisite service period. Forfeitures are estimated at the time of grant, with such estimate
updated periodically and with actual forfeitures recognized currently to the extent they differ from the estimate.
In
determining the fair value of the shares awarded to employees, the discounted cash flow pricing model has been applied.
Estimation
of the fair value involves significant assumptions that might not be observable in the market, and a number of complex and subjective
variables, including the expected share price volatility (approximated by the volatility of comparable companies), discount rate, risk-free
interest rate and subjective judgments regarding the Company’s projected financial and operating results, its unique business risks
and its operating history and prospects at the time the grants are made.
In
the normal course of business, the Group is subject to loss contingencies, such as legal proceedings and claims arising out of its business,
that cover a wide range of matters, including, among others, government investigations, shareholder lawsuits, and non-income tax matters.
An accrual for a loss contingency is recognized when it is probable that a liability has been incurred and the amount of loss can be
reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot
be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and
material, is disclosed.
| (ac) | Fair
value measurements |
The
Group applies ASC 820, Fair Value measurements and Disclosures, for fair value measurements financial assets and financial liabilities
and for fair value measurements of non-financial items that are recognized or disclosed at fair value in the financial statements on
a recurring and non-recurring basis. ASC 820 defines fair value as the price that would be received to sell 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 recorded at fair value, the Group considers the principal or most advantageous
market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.
ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.
ASC
820 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. ASC 820 establishes three levels of inputs that may be used to measure fair value.
The
hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements)
and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair
value hierarchy are as follows:
| ● | Level
1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities
that the Group has the ability to access at the measurement date. |
| ● | Level
2 inputs are inputs other than quoted prices included within Level 1 that are observable
for the asset or liability, either directly or indirectly. |
| ● | Level
3 inputs are unobservable inputs for the asset or liability. |
The
level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that
is significant to the fair value measurement in its entirety. In situations where there is little, if any, market activity for the asset
or liability at the measurement date, the fair value measurement reflects management’s own judgments about the assumptions that
market participants would use in pricing the asset or liability. Those judgments are developed by management based on the best information
available in the circumstances.
The
carrying amounts of cash and cash equivalents, accounts receivable, amounts due from related parties, accounts payable, amounts due to
related parties, income taxes payable, accrued expenses and other payables as of December 31, 2021 and 2022 approximate their fair values
because of short maturity of these instruments.
| (ad) | Net
income/(loss) per share |
Basic
net income/(loss) per share is computed by dividing net income/(loss) attributable to shareholders of the Company by the weighted average
number of ordinary shares outstanding during the year. Diluted net income/(loss) per share reflects the potential dilution that could
occur if securities or other contracts to issue ordinary shares were exercised into common shares. Ordinary share equivalents are excluded
from the computation of the diluted net income/(loss) per share in years when their effect would be anti-dilutive. The Group has non-vested
shares which could potentially dilute basic income/(loss) per share in the future. To calculate the number of shares for diluted net
income/(loss) per share, the effect of the non-vested shares is computed using the treasury stock method.
| (ae) | Recently
issued accounting pronouncements |
In September 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The FASB is issuing
the amendments to enhance the transparency and decision usefulness of income tax disclosures. Investors currently rely on the rate reconciliation
table and other disclosures, including total income taxes paid, to evaluate income tax risks and opportunities. While investors find these
disclosures helpful, they suggested possible enhancements to better (1) understand an entity’s exposure to potential changes in
jurisdictional tax legislation and the ensuing risks and opportunities, (2) assess income tax information that affects cash flow forecasts
and capital allocation decisions, and (3) identify potential opportunities to increase future cash flows. The FASB decided that the amendments
should be effective for public business entities for annual periods beginning after December 15, 2024. Early adoption is permitted. The
adoption of this guidance did not have a material impact on its financial position, results of operations and cash flows.
In July 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments
in ASU 2023-07 improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.
The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and
interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The amendments are effective
for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption
is permitted. The adoption of this guidance did not have a material impact on its financial position, results of operations and cash flows.
In December 2023, the FASB issued ASU
No. 2023-08, Accounting for and Disclosure of Crypto Assets (Subtopic 350-60). This ASU requires certain crypto assets to be measured
at fair value separately in the balance sheet and income statement each reporting period. This ASU also enhances the other intangible
asset disclosure requirements by requiring the name, cost basis, fair value, and number of units for each significant crypto holding.
The ASU is effective for annual periods beginning after December 15, 2024, including interim periods within those fiscal years. Adoption
of the ASU requires a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the annual reporting
period in which an entity adopts the amendments. Early adoption is also permitted, including adoption in an interim period. However, if
the ASU is early adopted in an interim period, an entity must adopt the ASU as of the beginning of the fiscal year that includes the interim
period. This ASU will result in gains and losses recorded in the consolidated financial statements of operations and additional disclosures
when adopted. We are currently evaluating the adoption of this ASU and it will affect the carrying value of our crypto assets held
and the gains and losses relating thereto, once adopted.
Other
accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have
a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are
not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures.
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for all significant accounting policies of the reporting entity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483426/235-10-50-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 235 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//235/tableOfContent
+ Details
Name: |
us-gaap_SignificantAccountingPoliciesTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.1.u1
Risks and Concentration
|
12 Months Ended |
Dec. 31, 2023 |
Risks and Concentration [Abstract] |
|
Risks and Concentration |
| 3. | Risks
and Concentration |
Credit
and concentration risk
Assets
that potentially subject the Group to significant concentration of credit risk primarily consist of cash and cash equivalents and restricted
cash. As of December 31, 2023, substantially all of the Group’s cash and cash equivalents and restricted cash were deposited in
financial institutions located in the United States, Hong Kong and the PRC, which management believes are of high credit quality.
|
X |
- DefinitionThe entire disclosure for any concentrations existing at the date of the financial statements that make an entity vulnerable to a reasonably possible, near-term, severe impact. This disclosure informs financial statement users about the general nature of the risk associated with the concentration, and may indicate the percentage of concentration risk as of the balance sheet date.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 275 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//275/tableOfContent
+ Details
Name: |
us-gaap_ConcentrationRiskDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_ConcentrationRisksTypesNoConcentrationPercentageAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.1.u1
Discontinued Operations
|
12 Months Ended |
Dec. 31, 2023 |
Discontinued Operations [Abstract] |
|
Discontinued operations |
| 4. | Discontinued
operations |
Disposition
of the VIEs and the VIEs’ subsidiaries
On
November 22, 2022, the Group terminated all of its English language training (ELT) business-related VIE contracts for nil consideration
and disposed of its Chinese lottery-related business.
From
November 23, 2022, the Group no longer retained any financial interest over ELT business related VIEs and accordingly deconsolidated
ELT business related VIEs’ financial statements from the Group’s consolidated financial statements. The disposal of ELT business
related VIEs represented a strategic shift and has a major effect on the Group’s result of operations. Accordingly, assets, liabilities,
revenues, expenses and cash flows related to ELT business related VIEs have been reclassified in the consolidated financial statements
as discontinued operations for the years ended December 31, 2020, 2021 and 2022.
In
November 22, 2022, the Group calculated a loss resulting from such disposition as follows:
| |
As of
November 22,
2022 | |
| |
RMB’000 | |
Consideration | |
| - | |
| |
| | |
Cash and cash equivalents | |
| 5,376 | |
Contract assets | |
| 3,845 | |
Accounts receivable | |
| 42,716 | |
Other contract costs, Current | |
| 8,221 | |
Prepayments and other current assets | |
| 47,961 | |
Amounts due from related parties | |
| 5,560 | |
Prepaid income tax | |
| 14,243 | |
Restricted cash | |
| 12,100 | |
Other contract costs, non-current | |
| 16,388 | |
Equity method investments | |
| 27,564 | |
Property and equipment, net | |
| 11,051 | |
Intangible assets, net | |
| 11,598 | |
Deferred tax assets | |
| 42,449 | |
Goodwill | |
| 192,962 | |
Right-of-use assets | |
| 43,353 | |
Other non-current assets | |
| 16,050 | |
Accounts payable | |
| (15,019 | ) |
Deferred revenue, current | |
| (130,704 | ) |
Salary and welfare payable | |
| (9,408 | ) |
Financial liabilities from contracts with customers | |
| (267,796 | ) |
Accrued expenses and other payables | |
| (49,525 | ) |
Income taxes payable | |
| (135 | ) |
Current lease liabilities | |
| (17,902 | ) |
Amounts due to related parties | |
| (22,232 | ) |
Deferred revenue, non-current | |
| (30,852 | ) |
Deferred tax liabilities | |
| (858 | ) |
Non-current tax payable | |
| (34,265 | ) |
Lease liabilities | |
| (15,504 | ) |
| |
| | |
Net assets of ELT business related VIEs* | |
| (92,763 | ) |
Non-controlling interest of ELT business related VIEs | |
| 18,035 | |
Less: Net assets of ELT business related VIEs contributable to the Company | |
| (74,728 | ) |
Loss on disposal of ELT business related VIEs | |
| 74,728 | |
The
assets and liabilities for discontinued operations of ELT business related VIEs comprised the following items as of December 31, 2021:
| |
As of
December 31,
2021 | |
| |
RMB’000 | |
Current assets for discontinued operations | |
| - | |
Contract assets | |
| 5,323 | |
Accounts receivable | |
| 44,291 | |
Other contract costs, Current | |
| 32,241 | |
Prepayments and other current assets | |
| 38,600 | |
Amounts due from related parties | |
| 7,265 | |
Prepaid income tax | |
| 14,479 | |
Total | |
| 142,199 | |
| |
| | |
Non-current assets for discontinued operations | |
| | |
Other contract costs, non-current | |
| 11,149 | |
Equity method investments | |
| 24,403 | |
Property and equipment, net | |
| 85,803 | |
Intangible assets, net | |
| 14,675 | |
Deferred tax assets | |
| 25,991 | |
Goodwill | |
| 192,962 | |
Right-of-use assets | |
| 105,551 | |
Other non-current assets | |
| 26,254 | |
Total | |
| 486,788 | |
| |
| | |
Current liabilities for discontinued operations | |
| | |
Accounts payable | |
| 16,164 | |
Bank loans | |
| 6,000 | |
Deferred revenue, current | |
| 213,006 | |
Salary and welfare payable | |
| 27,404 | |
Financial liabilities from contracts with customers | |
| 337,932 | |
Accrued expenses and other payables | |
| 36,575 | |
Income taxes payable | |
| 195 | |
Current lease liabilites | |
| 35,817 | |
Amounts due to related parties | |
| 11,256 | |
Total | |
| 684,349 | |
| |
| | |
Non-current liabilities for discontinued operations | |
| | |
Deferred revenue, non-current | |
| 35,546 | |
Deferred tax liabilities | |
| 4,433 | |
Non current tax payable | |
| 34,137 | |
Lease liabilities | |
| 59,824 | |
Total | |
| 133,940 | |
The
condensed cash flows of all the VIEs and their subsidiaries were as follows for the years ended December 31, 2020, 2021 and 2022:
| |
Years ended December 31, | |
| |
2020 | | |
2021 | | |
2022 | |
| |
RMB’000 | | |
RMB’000 | | |
RMB’000 | |
Net cash used in operating activities | |
| (164,268 | ) | |
| (375,922 | ) | |
| (254,847 | ) |
Net cash generated from/(used in) investing activities | |
| (54 | ) | |
| (2,685 | ) | |
| 57,751 | |
Net cash generated from/(used in) financing activities | |
| 91,241 | | |
| 371,637 | | |
| (13,059 | ) |
The
operating results from discontinued operations included in the Group’s consolidated statements of comprehensive loss were as follows
for the years ended December 31, 2020, 2021 and 2022.
| |
Years ended December 31, | |
| |
2020 | | |
2021 | | |
2022 | |
| |
RMB’000 | | |
RMB’000 | | |
RMB’000 | |
Major classes of line items constituting pre-tax profit of discontinued operations | |
| | |
| | |
| |
Revenue | |
| 897,035 | | |
| 728,996 | | |
| 317,844 | |
Cost of sales | |
| (607,077 | ) | |
| (483,701 | ) | |
| (191,735 | ) |
Sales and marketing | |
| (310,433 | ) | |
| (250,850 | ) | |
| (78,839 | ) |
General and administrative | |
| (340,277 | ) | |
| (334,693 | ) | |
| (93,124 | ) |
Research and development expenses | |
| (31,878 | ) | |
| (18,413 | ) | |
| (6,817 | ) |
Other income that are not major | |
| (2,558 | ) | |
| (35,773 | ) | |
| 10,968 | |
Loss from discontinued operations, before income tax | |
| (395,188 | ) | |
| (394,434 | ) | |
| (41,703 | ) |
Income tax benefit/(expense) | |
| (5,803 | ) | |
| 20,239 | | |
| (817 | ) |
Loss from discontinued operations, net of income tax | |
| (400,991 | ) | |
| (374,195 | ) | |
| (42,520 | ) |
Income on deconsolidation of the subsidiary, net of income tax | |
| - | | |
| - | | |
| 74,728 | |
Net income/(loss) from discontinued operations, net of income tax | |
| (400,991 | ) | |
| (374,195 | ) | |
| 32,208 | |
|
X |
- References
+ Details
Name: |
us-gaap_DiscontinuedOperationsAndDisposalGroupsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//205-20/tableOfContent
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//360/tableOfContent
+ Details
Name: |
us-gaap_DisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.1.u1
Accounts Receivables
|
12 Months Ended |
Dec. 31, 2023 |
Accounts Receivables [Abstract] |
|
Accounts receivables |
The
following table provides information about contract assets, accounts receivable, deferred revenue and financial liabilities from contracts
with customers.
| |
As of December 31, | |
| |
2022 | | |
2023 | |
| |
US$’000 | | |
US$’000 | |
| |
| | |
| |
Accounts receivable | |
| 8,902 | | |
| 5,485 | |
Less: Allowance for doubtful debts | |
| - | | |
| - | |
Accounts receivable | |
| 8,902 | | |
| 5,485 | |
As
of December 31, 2023, there was no allowance recorded as all the accounts receivable fully collected in year 2024. Prepayments
and other current assets
The
prepayments and other assets consist of the following:
| |
As of December 31, | |
| |
2022 | | |
2023 | |
| |
US$’000 | | |
US$’000 | |
Prepayments and other current assets | |
| | |
| |
Prepayment for equipment | |
| 3,237 | | |
| 2,285 | |
deposits | |
| 766 | | |
| 328 | |
Others | |
| 1,012 | | |
| 367 | |
Total | |
| 5,015 | | |
| 2,980 | |
| * | The
others mainly include deposits and other receivables. |
|
X |
- DefinitionThe entire disclosure for accounts receivable, contract receivable, receivable held-for-sale, and nontrade receivable.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 310 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//310/tableOfContent
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 326 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//326/tableOfContent
+ Details
Name: |
us-gaap_AccountsAndNontradeReceivableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_ReceivablesHeldForSaleAmountAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.1.u1
Digital Assets
|
12 Months Ended |
Dec. 31, 2023 |
Digital Assets [Abstract] |
|
Digital assets |
| |
As of December 31, | |
| |
2022 | | |
2023 | |
| |
US$’000 | | |
US$’000 | |
| |
| | |
| |
BTC | |
| 91 | | |
| 436 | |
Total | |
| 91 | | |
| 436 | |
Additional
informatiolvn about bitcoin:
For
the year ended December 31, 2023 and 2022, the Company generated bitcoins primarily through mining services. The following table presents
additional information about bitcoins for the years ended December 31, 2023 and 2022, respectively:
| |
As of December 31, | |
| |
2022 | | |
2023 | |
| |
US$’000 | | |
US$’000 | |
| |
| | |
| |
Opening balance | |
| - | | |
| 91 | |
Receipt of bitcoins from mining services | |
| 2,392 | | |
| 2,882 | |
Receipt of bitcoins from hash power rental | |
| 131 | | |
| - | |
Exchange of BTC into USDT | |
| (2,429 | ) | |
| (2,537 | ) |
Impairment of bitcoins | |
| (3 | ) | |
| - | |
Ending balance | |
| 91 | | |
| 436 | |
For
the year ended December 31, 2023, and December 31, 2022, the Company recognized impairment of Nil and US$ 3 against bitcoins, respectively.
|
X |
- DefinitionThe entire disclosure for crypto-asset held for platform user.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Name Staff Accounting Bulletin (SAB) -Number Topic 5 -Section FF -Subsection Q2 -Publisher SEC
+ Details
Name: |
srt_PlatformOperatorCryptoAssetTextBlock |
Namespace Prefix: |
srt_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.1.u1
Equity Method Investments
|
12 Months Ended |
Dec. 31, 2023 |
Equity Method Investments [Abstract] |
|
Equity method investments |
| 7. | Equity
method investments |
In
December 2021, the Company had entered into an agreement with industry experts to establish a joint venture, Met Chain Co Limited under
the laws of Hong Kong (the “2021 Joint Venture”), specializing in the research and development (“R&D”),
production, and sales of cryptocurrency mining equipment. Upon the formation of the 2021 joint venture, the Company held 21% of the equity
interests in the 2021 joint venture, with the option to acquire the equity interests held by the other parties to the Joint Venture Agreement
under certain conditions as set forth in the Joint Venture Agreement. In November 2022, the Company had entered into an equity transfer
agreement with each of the four other equity holders of Met Chain Co Limited to acquire a total of 3.3% of the equity interests in Met
Chain Co Limited from the four equity holders, in consideration for such number of ordinary shares of the Company, par value $0.003 per
share, valued at RMB7,120,478. As of December 31,2023,the company held 24.3% of the equity interests in Met Chain Co Limited.
The
Group recognized gain on equity method investments of $12,000 and $12,000 for the year ended December 31, 2022 and 2023,
respectively.
|
X |
- References
+ Details
Name: |
us-gaap_EquityMethodInvestmentsAndJointVenturesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for equity method investments and joint ventures. Equity method investments are investments that give the investor the ability to exercise significant influence over the operating and financial policies of an investee. Joint ventures are entities owned and operated by a small group of businesses as a separate and specific business or project for the mutual benefit of the members of the group.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (a)(3) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/recommendedDisclosureRef -Topic 323 -SubTopic 740 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481543/323-740-50-2
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Topic 323 -Publisher FASB -URI https://asc.fasb.org//323/tableOfContent
+ Details
Name: |
us-gaap_EquityMethodInvestmentsDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.1.u1
Property and Equipment, Net
|
12 Months Ended |
Dec. 31, 2023 |
Property and Equipment, Net [Abstract] |
|
Property and equipment, net |
| 8. | Property
and equipment, net |
Property
and equipment consists of the following:
| |
As of December 31, | |
| |
2022 | | |
2023 | |
| |
US$’000 | | |
US$’000 | |
| |
| | |
| |
Cost: | |
| | |
| |
Miners for Bitcoin | |
| 15,219 | | |
| 17,241 | |
Total cost | |
| 15,219 | | |
| 17,241 | |
| |
| | | |
| | |
Less: Accumulated depreciation | |
| 1,816 | | |
| 4,539 | |
| |
| | | |
| | |
Property and equipment, net | |
| 13,403 | | |
| 12,702 | |
Depreciation
expense recognized for the years ended December 31, 2022 and 2023 were $1,816, and $3,151, respectively.
|
X |
- DefinitionThe entire disclosure for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//360/tableOfContent
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 6 -SubTopic 360 -Topic 958 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480321/958-360-50-6
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d) -SubTopic 360 -Topic 958 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480321/958-360-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 7 -SubTopic 360 -Topic 958 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480321/958-360-50-7
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentNetAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.1.u1
Income Tax
|
12 Months Ended |
Dec. 31, 2023 |
Income Tax [Abstract] |
|
Income tax |
Under
the current tax laws of Cayman Islands, the Company is not subject to tax on income, corporation or capital gain, and no withholding
tax is imposed upon the payment of dividends to shareholders.
Under
the current tax laws of the BVI, the Company’s BVI subsidiaries are not subject to any income taxes in the BVI.
Under
the current Hong Kong Inland Revenue Ordinance, the Group’s Hong Kong subsidiaries are subject to Hong Kong profits tax on its
taxable income generated from the operations in Hong Kong. A Two-tiered Profits Tax rates regime was introduced since year 2018
where the first HK$2,000 of assessable profits earned by a company will be taxed at half the current tax rate (8.25%) whilst the remaining
profits will continue to be taxed at 16.5%. There is an anti-fragmentation measure where each group will have to nominate only one company
in the group to benefit from the progressive rates. Payments of dividends by the subsidiaries to the Company are not subject to
withholding tax in Hong Kong.
|
X |
- DefinitionThe entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480990/946-20-50-13
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(h)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//740/tableOfContent
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-14
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 21 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-21
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 270 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482526/740-270-50-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 17 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-17
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SAB TOPIC 6.I.5.Q1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SAB Topic 11.C) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482603/740-30-50-2
+ Details
Name: |
us-gaap_IncomeTaxDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.1.u1
Short Term Loans
|
12 Months Ended |
Dec. 31, 2023 |
Short Term Loans [Abstract] |
|
Short term loans |
On
October 1, 2022, the Group entered into a loan agreement with JM Digital., INC., with a maturity date of October 1, 2023. The Group had
drawn down USDT $1,000 (RMB 6,897.2) under the agreement, which is subject to a fixed interest rate of 12% and an origination fee rate
of 2%. The loan was guaranteed by 147 units of Ant Miner (S19 series machines) that are hosted at Exponential Digital, LLC’s facilities
as collateral. The loan was fully repaid upon maturity as of December 31,2023.
In 2023, the Group used BTC as collateral on Binance and applied for
a collateralized loan of 181,500 USDT. These loans have no fixed term and can be repaid at any time. As of December 31, 2023, the Group
had 4.09 BTC pledged as collateral, with an outstanding loan balance of 125,000 USDT.
|
X |
- References
+ Details
Name: |
us-gaap_ShortTermBorrowingsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for short-term debt.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 470 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//470/tableOfContent
+ Details
Name: |
us-gaap_ShortTermDebtTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.1.u1
Earnings (Loss) Per Share
|
12 Months Ended |
Dec. 31, 2023 |
Earnings (Loss) Per Share [Abstract] |
|
Earnings (Loss) per share |
| 11. | Earnings
(Loss) per share |
Basic
and diluted net loss per share for each of the years presented are calculated as follow:
| |
Year ended December 31, | |
| |
2022 | | |
2023 | |
| |
(in thousands of US$, except share data and per share data) | |
(Losses)/income per share from continuing operations—basic | |
| | |
| |
Numerator: | |
| | |
| |
Net (loss)/income from continuing operations available to shareholders of the Company - basic and diluted | |
| 5,637 | | |
| (2,824 | ) |
Denominator | |
| | | |
| | |
Weighted average number of ordinary shares - basic | |
| 682,779 | | |
| 1,494,333 | |
Effect of dilutive securities | |
| - | | |
| - | |
Dilutive effect of non-vested shares | |
| 682,779 | | |
| 1,494,333 | |
Denominator for diluted net loss per share | |
| | | |
| | |
Earnings/(losses) per share from continuing operations — basic | |
| 8.26 | | |
| (1.89 | ) |
Earnings/(losses) per share from continuing operations —diluted | |
| 8.26 | | |
| (1.89 | ) |
Losses
per share from discontinued operations—basic | |
| | | |
| | |
Numerator: | |
| | | |
| | |
Net loss from discontinued operations available to shareholders of the Company - basic and diluted | |
| 4,670 | | |
| - | |
Denominator | |
| | | |
| | |
Weighted average number of ordinary shares - basic | |
| 682,779 | | |
| 1,494,333 | |
Effect of dilutive securities | |
| - | | |
| - | |
Dilutive effect of non-vested shares | |
| 682,779 | | |
| 1,494,333 | |
Denominator for diluted net loss per share | |
| | | |
| | |
Earnings/(losses) per share from discontinued operations — basic | |
| 6.84 | | |
| - | |
Earnings/(losses) per share from discontinued operations — diluted | |
| 6.84 | | |
| - | |
|
X |
- References
+ Details
Name: |
us-gaap_EarningsPerShareAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for earnings per share.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//260/tableOfContent
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-2
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-3
+ Details
Name: |
us-gaap_EarningsPerShareTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.1.u1
Share-Based Compensation
|
12 Months Ended |
Dec. 31, 2023 |
Share-Based Compensation [Abstract] |
|
Share-based compensation |
| 12. | Share-based
compensation |
The
Group adopted the 2020 employee equity incentive plan (“2020 Plan”) for the granting of share-based awards to executive management,
key employees and directors of the Group in exchange for their services.
According
to the term of the 2020 Plan, the awarded share units would be contingently redeemable upon the occurrence of certain events. The repurchase
price is determined based on a number of factors, including but not limited to the original subscription price of the share units and
the business performance of the Group. The Company has made an assessment of the cash settlement feature in the award and the probability
of the contingent event’s occurrence. Based on the assessment, the Company concluded that the cash settlement feature could be
exercised only on the occurrence of a contingent event that is outside the employee’s control, and is not probable of occurring.
Accordingly, the Company classified the award as equity.
The
Company accounts for the compensation cost based on the fair value of the awarded share units on the grant-date, on which all criteria
for establishing the grant dates are satisfied. The grant-date fair value of the awarded share units is recognized as compensation expense,
net of estimated forfeitures, over the period during which an employee is required to provide service in exchange for the award, which
is generally the vesting period.
The
share-based compensation expenses of $849,000 and $138,000 were charged to general and administrative expenses for the years ended December
31, 2022 and 2023.
|
X |
- DefinitionThe entire disclosure for share-based payment arrangement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//718/tableOfContent
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (l) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_ShareBasedCompensationAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.1.u1
Equity
|
12 Months Ended |
Dec. 31, 2023 |
Equity [Abstract] |
|
Equity |
Ordinary
shares
On
September 27, 2019, the Company was authorized to issue 500,000,000 ordinary shares with a par value of $0.0001 per share. Holder of
the Company’s ordinary shares are entitled to one vote for each share.
On
July 10, 2018, Meten International was incorporated as limited liability company with authorized share capital of 380,000 Hong Kong dollar
(“HK$”) divided into 38,000,000 shares with par value HK $0.01 each. After the incorporation of Meten International, the
Founder and Pre-listing Investors subscribed 47,035 ordinary shares of Meten International at par value of HK $0.01.
In
December 2018, Meten International increased its authorized share capital by creation of 500,000,000 shares with par value of US$0.0001
and issued 318,601,222 ordinary shares of US$0.0001 each, and repurchased the 47,035 existing issued ordinary shares of HK $0.01 par
value each and decreased the authorized share capital by cancellation of all unissued shares of HK$0.01 each. On
March 30, 2020, the Company consummated its acquisition of Meten International and EdtechX, pursuant to the Merger Agreement. A total
of 318,601,222 ordinary shares of Meten International were converted to 48,391,607 ordinary shares of the Company. A total of 1,971,505
ordinary share of EdtechX were converted to the equal shares of the Company.
Immediately
prior to the Business Combination, Azimut Enterprises Holdings S.r.l. invested $20,000 in EdtechX to purchase 2,000,000 units of EdtechX,
which were converted into same number of units of the Company upon closing of the Business Combination.
In
connection with the Business Combination, on February 28, 2020, March 19, 2020 and March 26, 2020, three unrelated investors agreed to
invest US$6,000, US$4,000 and US$6,000, respectively, to purchase shares of the Company. The two $6,000 financings were completed on
March 30, 2020, and the US$4,000 financing was terminated on April 14, 2020 as the investor failed to pay the purchase price by the agreed
deadline.
In
connection with the Business Combination, the Company adopted a new incentive plan to replace the 2018 Plan. The Company rolled over
awards granted under the 2013 Plan and 2018 Plan with the same amount and terms. As a result, options to purchase 3,050,701 of the Company’s
ordinary shares were issued and outstanding on March 30, 2020. Additionally, the Company reserved for issuance pursuant to the plan one
percent (1%) of the total issued and outstanding ordinary shares on the closing date (being 531,005 ordinary shares), and will reserve
an additional 1% of then-outstanding shares each year for a period of four years following the first anniversary of the closing date
of the Business Combination.
On
January 4, 2021, the Company issued 1,327,514 Ordinary Shares under the Company’s 2020 share incentive plan to Pan Yanqiong, the
Chief Marketing Officer of Likshuo.
The
Company offered 40,000,000 ordinary shares, par value US$0.0001 per share, pursuant to the prospectus supplement and the accompanying
prospectus, at a purchase price of US$1.00 per share on May 21, 2021.
On
September 1, 2021, the Company offered 22,500,000 ordinary shares, par value US$0.0001 per share at a purchase price of US$0.30 per share.
On
November 9, 2021, the Company entered into a securities purchase agreement with certain investors, to sell an aggregate of 33,333,334
ordinary shares, par value $0.0001 per share, of the Company, at an offering price of $0.60 per share.
On
May 4, 2022, the Company completed a thirty for one reverse stock split (the “Reverse Split”) of its issued and outstanding
ordinary shares, par value $0.003 per share.
On
June 29, 2022, the Company approved the proposal to increase their authorized share capital from US$50,000 divided into 16,666,667 ordinary
shares of par value of US$0.003 each to US$1,500,000 divided into 500,000,000 ordinary shares of par value of US$0.003 each.
On
August 4, 2022, the Company offered 1,470,475 ordinary shares, par value US$0.0001 per share at a purchase price of US$0.30 per share.
On
November 10, 2022, the Company issued 3,532,841 ordinary shares of the Company, par value $0.003 per share, valued at RMB7,120,478, to
the four equity holders to acquire 3.3% of the equity interests in the Joint Venture.
On
June 7, 2023 and July 10, 2023, the Company has entered into an asset purchase agreement with two unaffiliated third parties to
acquire 200 units of Antminer S19j Pro (110 TH/s), Bitcoin mining machines, and has issued to the sellers 227,456 ordinary shares of
the Company.
On
August 1, 2023, the Company has entered into subscription agreements with two foreign investors, including an institutional investor,
Future Satoshi Ltd, and an individual investor, for the issue and sale of 200,000 ordinary shares of the Company, with a par value of
$0.06 per share, for total gross proceeds of $1,000,000, or $5 per share. On
August 23, 2023, the Company completed a twenty for one share consolidation (the “2023 Share Consolidation”, together with
the 2022 Share Consolidation, the “Share Consolidations”) of its issued and outstanding ordinary shares, par value $0.06
per share.
On
October 5, 2023, the Company has entered into an asset purchase agreement with two unaffiliated third parties to acquire 220 units of
Antminer S19j Pro, Bitcoin mining machines, and has issued to the sellers 276,572 ordinary shares of the Company.
On
December 14, 2023, the Company has entered into subscription agreements with three individual investors, for the issue and sale of 303,497
ordinary shares of the Company, par value US$0.06 per share (the “Ordinary Shares”), for total gross proceeds of $1,014,286,
or US$3.342 per share.
As
of December 31, 2022 and 2023, there were 1,044,009 and 2,097,535 ordinary shares issued and outstanding, respectively.
From
the legal perspective, the Reverse Split applied to the issued shares of the Company on the date of the Reverse Split and does not have
any retroactive effect on the Company’s shares prior that date. However, for accounting purposes only, references to our ordinary
shares in this annual report are stated as having been retroactively adjusted and restated to give effect to the Reverse Split, as if
the Reverse Split had occurred by the relevant earlier date.
Warrants
As
of December 31, 2020, there were 12,705,000 warrants outstanding. the warrants have been trading on the Nasdaq Market under the symbol
“METXW” since May 27, 2020.
On
January 8, 2021, the Company successfully completed a tender offer for its warrants to purchase ordinary shares at a reduced exercise
price of $1.40. The offer expired at 11:59 p.m. Eastern time on January 5, 2021.
The
Company raised $6,192,286.80 in gross proceeds from the cash exercise of 4,423,062 warrants of the Company as part of the tender offer.
In addition, 2,629,812 warrants to purchase ordinary shares of the Company were validly tendered for cashless exercise, resulting in
the issuance of 1,364,512 ordinary shares of the Company.
The
Company offered its existing loyal warrant holders the opportunity to exercise their warrants at $1.40 from the initial warrant exercise
price at $11.50. Approximately 55.5% of the Company’s outstanding warrants were exercised in the tender offer.
Net
proceeds are anticipated to be approximately $5,730,000 after deducting information agent fees, placement agent fees and other offering
expenses and are expected to primarily be used for potential acquisitions and working capital and for general corporate purposes.
On
February 19, 2021, 336,001 warrants to purchase ordinary shares were validly tendered for cashless exercise, resulting in the issuance
of 336,001 ordinary shares. The exercise price of the warrants was $2.50 per share.
The
Company offered 40,000,000 ordinary shares, par value US$0.0001 per share, pursuant to the prospectus supplement and the accompanying
prospectus, at a purchase price of US$1.00 per share on May 21, 2021. Since the offering price per share of this offering was $1.00 per
share, which was lower than $2.50 per share, the exercise price for outstanding warrants was reduced to $1.00 upon closing of the offering
on May 21, 2021.
On
September 1, 2021, the Company offered 22,500,000 ordinary shares, par value US$0.0001 per share at a purchase price of US$0.30 per share.
The Company also offered 177,500,000 pre-funded warrants to purchase 177,500,000 ordinary shares, exercisable at an exercise price of
$0.0001 per share (the “Pre-funded Warrants”, each a “Pre-funded Warrant”), to those purchasers whose purchase
of ordinary shares in the offering would otherwise result in the purchaser, together with its affiliates and certain related parties,
beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding ordinary shares immediately
following the consummation of the offering. The purchase price of each Pre-funded Warrant is $0.2999, which equals the price per ordinary
share being sold to the public in that offering, minus $0.0001. The Pre-funded Warrants became immediately exercisable upon issuance
and may be exercised at any time until all of the Pre-funded Warrants are exercised in full. Upon
effectiveness of the Reverse Split, each outstanding warrant of the Company became exercisable for 1/30 ordinary share of the Company,
and the exercise price of Company’s outstanding warrants was increased to US$9.00, adjusted from $0.30 prior to the Reverse Split
and representing the temporarily reduced price based on the Company’s Tender Offer Statement on Schedule TO, as amended and supplemented,
originally filed by the Company with the U.S. Securities and Exchange Commission on December 7, 2020 (the “Tender Offer”).
Based on the terms of the Tender Offer, following the date on which the closing price of the Company’s ordinary shares has been
equal to or greater than $90.00 per share for at least twenty (20) trading days during the preceding thirty (30) trading day period,
the exercise price of the Company’s outstanding warrants would be increased to US$345.00.
On
August 4, 2022, the Company offered 22,899,047 ordinary shares, par value US$0.003 per share, consisting of (a) 1,470,475 ordinary shares
issuable upon the exercise of pre-funded warrants (the “Pre-Funded Warrants”) and (b) 21,428,572 ordinary shares issuable
upon the exercise of investor warrants (the “Investor Warrants”). Each Pre-Funded Warrant is exercisable for $0.001 per ordinary
share and may be exercised at any time until all the Pre-Funded Warrants are exercised in full; and each Investor Warrant has an exercise
price of $0.70 per share, is exercisable on or after August 8, 2022 and will expire on August 9, 2027.
As
a result of the August 2022 offering, the exercise price of the Company’s public warrants was reduced to $0.70 per warrant. The
exercise price of the Company’s outstanding warrants will be reset to $345.00 per share on the date following which the closing
price of its ordinary shares has been equal to or greater than $90.00 per share for at least twenty (20) trading days during the preceding
thirty (30) trading day period, and such exercise price will no longer be subject to the “full-ratchet” anti-dilution protection.
|
X |
- References
+ Details
Name: |
us-gaap_EquityAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-14
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481062/946-235-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481062/946-235-50-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481004/946-505-50-6
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480237/815-40-50-6
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//505/tableOfContent
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-14
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-14
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 16 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-16
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-18
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-18
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-18
+ Details
Name: |
us-gaap_StockholdersEquityNoteDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.1.u1
Related Party Transactions
|
12 Months Ended |
Dec. 31, 2023 |
Related Party Transactions [Abstract] |
|
Related party transactions |
| 14. | Related
party transactions |
In
addition to the related party information disclosed elsewhere in the consolidated financial statements, the Group entered into the following
material related party transactions.
Name
of party |
|
Relationship |
|
|
|
Mr.
Zhao Jishuang |
|
A major shareholder of the Company |
Mr.
Guo Yupeng |
|
A major shareholder of the Company |
Mr.
Peng Siguang |
|
A major shareholder of the Company |
Met
Chain Co.,Limited |
|
An associate company of the company |
| (a) | Major transactions with related parties |
| |
Years Ended December 31, | |
| |
2022 | | |
2023 | |
| |
USD’000 | | |
USD’000 | |
| |
| | |
| |
Advances from related parties | |
| | |
| |
- Mr. Guo Yupeng | |
| 290 | | |
| - | |
- Mr. Zhao Jishuang | |
| 1,469 | | |
| - | |
- Met Chain Co.,Limited | |
| 2,042 | | |
| - | |
Total | |
| 3,801 | | |
| - | |
| |
| | | |
| | |
Repayment of advances from related parties | |
| | | |
| | |
- Mr. Zhao Jishuang | |
| 1,485 | | |
| 2,455 | |
- Met Chain Co.,Limited | |
| | | |
| 228 | |
Total | |
| 1,485 | | |
| 2,683 | |
| (b) | Balances with related parties |
| |
As of December 31, | |
| |
2022 | | |
2023 | |
| |
USD’000 | | |
USD’000 | |
Amounts due to related parties | |
| | |
| |
Current | |
| | |
| |
- Mr. Guo Yupeng | |
| 290 | | |
| 290 | |
- Mr. Zhao Jishuang | |
| 4,407 | | |
| 1,952 | |
- Met Chain Co.,Limited | |
| 2,042 | | |
| 1,814 | |
Total | |
| 6,739 | | |
| 4,056 | |
| (i) | Advances
from/to these related parties are unsecured, interest free and repayable on demand. |
|
X |
- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480990/946-20-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480990/946-20-50-5
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480990/946-20-50-6
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481062/946-235-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481062/946-235-50-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483326/850-10-50-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(g)(3)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(c)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(e)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//850/tableOfContent
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483326/850-10-50-6
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483326/850-10-50-1
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483326/850-10-50-1
+ Details
Name: |
us-gaap_RelatedPartyTransactionsDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.1.u1
X |
- References
+ Details
Name: |
us-gaap_OtherRestrictedAssetsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for assets that are restricted in their use, generally by contractual agreements or regulatory requirements. This would include, but not limited to, a description of the restricted assets and the terms of the restriction.
+ References
+ Details
Name: |
us-gaap_RestrictedAssetsDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.1.u1
Commitments
|
12 Months Ended |
Dec. 31, 2023 |
Commitments [Abstract] |
|
Commitments |
Capital commitments
The Company has commitment for capital expenditure totaling $4.79 million as of December 31, 2023. The commitment is
related to purchase miners.
|
X |
- DefinitionThe entire disclosure for significant arrangements with third parties, which includes operating lease arrangements and arrangements in which the entity has agreed to expend funds to procure goods or services, or has agreed to commit resources to supply goods or services, and operating lease arrangements. Descriptions may include identification of the specific goods and services, period of time covered, minimum quantities and amounts, and cancellation rights.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 440 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//440/tableOfContent
+ Details
Name: |
us-gaap_CommitmentsDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_DisclosureTextBlockSupplementAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.1.u1
Subsequent Events
|
12 Months Ended |
Dec. 31, 2023 |
Subsequent Events [Abstract] |
|
Subsequent events |
The signing of the share subscription
agreement and the issuance of shares
On December 14, 2023, the Company has
entered into subscription agreements with three individual investors, for the issue and sale of 303,497 ordinary shares of the Company,
par value US$0.06 per share, for total gross proceeds of $1,014,286, or US$3.342 per share. The 303,497 shares of common stock were issued
on January 5, 2024.
Registration
Statements on Form S-8
The
Group filed with the U.S. Securities and Exchange Commission Registration Statements on Form S-8 January 19, 2024. This Registration
Statement on Form S-8 registers under the Securities Act an aggregate of 209,753 ordinary shares.
Acquisition
of Mining Facility in North Carolina
On
March 12, 2024, the Group has entered into a definitive agreement under which the Company will acquire a BTC mining facility located
in North Carolina, equipped with a stable power load of 10 megavolts (MV). The total consideration for BTC Digital’s acquisition amounts
to $3.4 million.
|
X |
- References
+ Details
Name: |
us-gaap_SubsequentEventsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//855/tableOfContent
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483399/855-10-50-2
+ Details
Name: |
us-gaap_SubsequentEventsTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.1.u1
X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-K -Number 229 -Section 402 -Subsection v -Paragraph 1
+ Details
Name: |
ecd_PvpTable |
Namespace Prefix: |
ecd_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-6
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-8
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-9
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-4
Reference 13: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-10
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483581/946-220-45-7
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(18)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(9)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(1)(d)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 29: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 30: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 31: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
Reference 32: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-31
Reference 33: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 34: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-7
Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 36: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A
Reference 37: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B
Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(20)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(22)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
+ Details
Name: |
us-gaap_NetIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
v3.24.1.u1
X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-K -Number 229 -Section 408 -Subsection a -Paragraph 1
+ Details
Name: |
ecd_NonRule10b51ArrAdoptedFlag |
Namespace Prefix: |
ecd_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-K -Number 229 -Section 408 -Subsection a -Paragraph 1
+ Details
Name: |
ecd_NonRule10b51ArrTrmntdFlag |
Namespace Prefix: |
ecd_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-K -Number 229 -Section 408 -Subsection a -Paragraph 1
+ Details
Name: |
ecd_Rule10b51ArrAdoptedFlag |
Namespace Prefix: |
ecd_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-K -Number 229 -Section 408 -Subsection a -Paragraph 1
+ Details
Name: |
ecd_Rule10b51ArrTrmntdFlag |
Namespace Prefix: |
ecd_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-K -Number 229 -Section 408 -Subsection a -Paragraph 2 -Subparagraph A
+ Details
Name: |
ecd_TradingArrByIndTable |
Namespace Prefix: |
ecd_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.1.u1
Accounting Policies, by Policy (Policies)
|
12 Months Ended |
Dec. 31, 2023 |
Summary of Significant Accounting Policies [Abstract] |
|
Use of estimates |
The
preparation of the Company’s 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, disclosure of contingent assets and liabilities at the balance
sheet date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, estimate
of standalone selling prices of each unit of accounting in multiple elements arrangements, estimate of breakage, the fair value of identifiable
assets acquired, liabilities assumed and non-controlling interests in business combinations, the useful lives of long-lived assets including
intangible assets, the fair value of the reporting unit for the goodwill impairment test, the allowance for doubtful accounts receivable
and other receivables, the realization of deferred tax assets, the fair value of share-based compensation awards, lease liabilities,
right-of-use assets and the recoverability of long-lived assets. Changes in facts and circumstances may result in revised estimates.
Actual results could differ from those estimates, and as such, differences may be material to the consolidated financial statements.
|
Functional currency |
The
Group use United States dollar (“US$”) as its reporting currency. The functional currency of the Company and its subsidiaries
incorporated outside of the PRC is United States dollar (“US$”).
|
Convenience translation |
(c) | Convenience translation |
Translations
of balances in the consolidated balance sheets, consolidated statements of comprehensive income/(loss) and consolidated statements of
cash flows from RMB into US$ as of and for the year ended December 31, 2022 are solely for the convenience of the readers and were calculated
at the rate of US$1.00=RMB6.8972, representing the index rates stipulated by the Federal Reserve Bank of New York on December 31, 2022.
No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on
December 31, 2022, or at any other rate. The US$ convenience translation is not required under U.S. GAAP and all US$ convenience translation
amounts in the accompanying consolidated financial statements are unaudited.
|
Cash and cash equivalents |
(d) | Cash and cash equivalents |
Cash
and cash equivalents represent cash on hand and time deposits, which have original maturities of three months or less when purchased
and which are unrestricted as to withdrawal and use. In addition, highly liquid investments which have original maturities of three months
or less when purchased are classified as cash and cash equivalents.
|
Accounts receivable |
Accounts
receivable are presented net of allowance for doubtful accounts. The Group uses specific identification in providing for bad debts when
facts and circumstances indicate that collection is doubtful and based on factors listed in the following paragraph. If the financial
conditions of its franchisee were to deteriorate, resulting in an impairment of their ability to make payments, additional allowance
may be required. The
Group maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required
payments. In establishing the required allowance, management considers historical losses adjusted to take into account current market
conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current
payment patterns. Accounts receivable are charged off against the allowance after all means of collection have been exhausted and the
potential for recovery is considered remote.
|
Digital assets |
Digital
asset (including bitcoin) is included in current assets in the accompanying consolidated balance sheets. Digital assets purchased are
recorded at cost and digital assets awarded to the Company through its mining activities are accounted for in connection with the Company’s
revenue recognition policy disclosed below. Digital
assets held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is
not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that
it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value,
which is measured using the quoted price of the digital assets at the time its fair value is being measured. In testing for impairment,
the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment
exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary.
If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized,
the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. Purchases
of digital assets by the Company, if any, will be included within investing activities in the accompanying consolidated statements of
cash flows, while digital assets awarded to the Company through its mining activities are included within operating activities on the
accompanying consolidated statements of cash flows. The sales of digital assets are included within investing activities in the accompanying
consolidated statements of cash flows and any realized gains or losses from such sales are included in “realized gain (loss) on
exchange of digital assets” in the consolidated statements of operations and comprehensive income (loss). The Company accounts
for its gains or losses in accordance with the first-in first-out method of accounting.
|
Equity method investments |
| (g) | Equity method investments |
Investee
companies over which the Group has the ability to exercise significant influence, but does not have a controlling interest through investment
in common shares or in-substance common shares, are accounted for using the equity method. Significant influence is generally considered
to exist when the Group has an ownership interest in the voting stock of the investee between 20% and 50%, and other factors, such as
representation on the investee’s board of directors, voting rights and the impact of commercial arrangements, are also considered
in determining whether the equity method of accounting is appropriate. Under
the equity method, the Group initially records its investment at cost and subsequently recognizes the Group’s proportionate share
of each equity investee’s net income or loss after the date of investment into earnings and accordingly adjusts the carrying amount
of the investment. The Group reviews its equity method investments for impairment whenever an event or circumstance indicates that an
other-than-temporary impairment has occurred. The Group considers available quantitative and qualitative evidence in evaluating potential
impairment of its equity method investments. An impairment charge is recorded when the carrying amount of the investment exceeds its
fair value and this condition is determined to be other-than-temporary.
|
Property and equipment, net |
| (h) | Property and equipment, net |
Property
and equipment are stated at cost less accumulated depreciation and any recorded impairment. Gains
or losses arising from the disposal of an item of property and equipment are determined as the difference between the net disposal proceeds
and the carrying amount of the item and are recognized in profit or loss on the date of disposal. The
estimated useful lives are presented below. Depreciation
on property and equipment is calculated on the straight-line method over the estimated useful lives of the assets.
|
Impairment of long-lived assets |
| (i) | Impairment of long-lived assets |
Long-lived
assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment,
the Group first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the
carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized
to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including
discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. No impairment losses
were recorded for the years December 31, 2022 and 2023.
|
Operating leases |
The
Group determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”)
assets, current and non-current lease liabilities on the Group’s consolidated balance sheets. ROU
lease assets represent the Group’s right to use an underlying asset for the lease term and lease obligations represent the Group’s
obligation to make lease payments arising from the lease. Operating lease ROU assets and operating lease liabilities are recognized based
on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Group’s leases
do not provide an implicit rate, the Group use its incremental borrowing rate based on the information available at commencement date
in determining the present value of future payments. The Group’s incremental borrowing rate for a lease is the rate of interest
it would have to pay to borrow an amount equal to the lease payments under similar terms. The operating lease ROU assets also include
initial direct costs incurred and any lease payments made to the lessor or before the commencement date, minus any lease incentives received.
Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.
|
Revenue recognition |
The
Company adopted ASC 606, “Revenue from Contracts with Customers” for all periods presented. Consistent with the criteria
of ASC 606, the Company follows five steps for its revenue recognition: (i) identify the contract(s) with a customer, (ii) identify the
performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance
obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The
primary sources of the Group’s revenue is as follows: The
Company has entered into digital asset mining pools by executing contracts with the mining pool operators to provide computing power
to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation
only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company
is entitled to a fractional share of the fixed digital assets award the mining pool operator receives, for successfully adding a block
to the blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the
mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. Providing
computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision
of such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction
consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received,
which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools.
The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration
is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company
receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component
in these transactions. Fair
value of the digital assets award received is determined using the quoted price of the related digital assets at the time of receipt.
There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for digital assets
recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment.
In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect
on the Company’s consolidated financial position and results from operations.
|
Income taxes |
Income
taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future
tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax bases, as well as operating loss and tax credit carryforwards, if any. Deferred income tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected
to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates or tax laws is recognized
in the consolidated statements of comprehensive income in the period the change in tax rates or tax laws is enacted. The
Group reduces the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is ‘‘more-likely-than-not’’
that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at
each reporting period based on a ‘‘more-likely-than-not’’ realization threshold. This assessment considers, among
other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of
statutory carryforward periods, and the Group’s experience with operating loss and tax credit carryforwards, if any, not expiring. The
Group recognizes in its financial statements the impact of a tax position if that position is ‘‘more-likely-than-not’’
to prevail based on the facts and technical merits of the position. Tax positions that meet the ‘‘more-likely-than-not’’
recognition threshold are measured at the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized
upon settlement. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Interest and
penalties recognized related to unrecognized tax benefits are classified as income tax expense in the consolidated statements of comprehensive
income.
|
Share based compensation |
| (m) | Share based compensation |
Share-based
awards granted to the employees in the form of share options are subject to service and non-market performance conditions. They are measured
at the grant date fair value of the awards. The compensation expense in connection with the shares awarded to employees is recognized
using the straight-line method over the requisite service period. Forfeitures are estimated at the time of grant, with such estimate
updated periodically and with actual forfeitures recognized currently to the extent they differ from the estimate. In
determining the fair value of the shares awarded to employees, the discounted cash flow pricing model has been applied. Estimation
of the fair value involves significant assumptions that might not be observable in the market, and a number of complex and subjective
variables, including the expected share price volatility (approximated by the volatility of comparable companies), discount rate, risk-free
interest rate and subjective judgments regarding the Company’s projected financial and operating results, its unique business risks
and its operating history and prospects at the time the grants are made.
|
Contingencies |
In
the normal course of business, the Group is subject to loss contingencies, such as legal proceedings and claims arising out of its business,
that cover a wide range of matters, including, among others, government investigations, shareholder lawsuits, and non-income tax matters.
An accrual for a loss contingency is recognized when it is probable that a liability has been incurred and the amount of loss can be
reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot
be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and
material, is disclosed.
|
Fair value measurements |
| (ac) | Fair
value measurements |
The
Group applies ASC 820, Fair Value measurements and Disclosures, for fair value measurements financial assets and financial liabilities
and for fair value measurements of non-financial items that are recognized or disclosed at fair value in the financial statements on
a recurring and non-recurring basis. ASC 820 defines fair value as the price that would be received to sell 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 recorded at fair value, the Group considers the principal or most advantageous
market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.
ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC
820 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. ASC 820 establishes three levels of inputs that may be used to measure fair value. The
hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements)
and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair
value hierarchy are as follows:
| ● | Level
1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities
that the Group has the ability to access at the measurement date. |
| ● | Level
2 inputs are inputs other than quoted prices included within Level 1 that are observable
for the asset or liability, either directly or indirectly. |
| ● | Level
3 inputs are unobservable inputs for the asset or liability. |
The
level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that
is significant to the fair value measurement in its entirety. In situations where there is little, if any, market activity for the asset
or liability at the measurement date, the fair value measurement reflects management’s own judgments about the assumptions that
market participants would use in pricing the asset or liability. Those judgments are developed by management based on the best information
available in the circumstances. The
carrying amounts of cash and cash equivalents, accounts receivable, amounts due from related parties, accounts payable, amounts due to
related parties, income taxes payable, accrued expenses and other payables as of December 31, 2021 and 2022 approximate their fair values
because of short maturity of these instruments.
|
Net income/(loss) per share |
| (ad) | Net
income/(loss) per share |
Basic
net income/(loss) per share is computed by dividing net income/(loss) attributable to shareholders of the Company by the weighted average
number of ordinary shares outstanding during the year. Diluted net income/(loss) per share reflects the potential dilution that could
occur if securities or other contracts to issue ordinary shares were exercised into common shares. Ordinary share equivalents are excluded
from the computation of the diluted net income/(loss) per share in years when their effect would be anti-dilutive. The Group has non-vested
shares which could potentially dilute basic income/(loss) per share in the future. To calculate the number of shares for diluted net
income/(loss) per share, the effect of the non-vested shares is computed using the treasury stock method.
|
Recently issued accounting pronouncements |
| (ae) | Recently
issued accounting pronouncements |
In September 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The FASB is issuing
the amendments to enhance the transparency and decision usefulness of income tax disclosures. Investors currently rely on the rate reconciliation
table and other disclosures, including total income taxes paid, to evaluate income tax risks and opportunities. While investors find these
disclosures helpful, they suggested possible enhancements to better (1) understand an entity’s exposure to potential changes in
jurisdictional tax legislation and the ensuing risks and opportunities, (2) assess income tax information that affects cash flow forecasts
and capital allocation decisions, and (3) identify potential opportunities to increase future cash flows. The FASB decided that the amendments
should be effective for public business entities for annual periods beginning after December 15, 2024. Early adoption is permitted. The
adoption of this guidance did not have a material impact on its financial position, results of operations and cash flows. In July 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments
in ASU 2023-07 improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.
The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and
interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The amendments are effective
for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption
is permitted. The adoption of this guidance did not have a material impact on its financial position, results of operations and cash flows. In December 2023, the FASB issued ASU
No. 2023-08, Accounting for and Disclosure of Crypto Assets (Subtopic 350-60). This ASU requires certain crypto assets to be measured
at fair value separately in the balance sheet and income statement each reporting period. This ASU also enhances the other intangible
asset disclosure requirements by requiring the name, cost basis, fair value, and number of units for each significant crypto holding.
The ASU is effective for annual periods beginning after December 15, 2024, including interim periods within those fiscal years. Adoption
of the ASU requires a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the annual reporting
period in which an entity adopts the amendments. Early adoption is also permitted, including adoption in an interim period. However, if
the ASU is early adopted in an interim period, an entity must adopt the ASU as of the beginning of the fiscal year that includes the interim
period. This ASU will result in gains and losses recorded in the consolidated financial statements of operations and additional disclosures
when adopted. We are currently evaluating the adoption of this ASU and it will affect the carrying value of our crypto assets held
and the gains and losses relating thereto, once adopted. Other
accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have
a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are
not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures.
|
X |
- DefinitionDisclosure of accounting policy for convenience translation.
+ References
+ Details
Name: |
btct_ConvenienceTranslationPolicyTextBlock |
Namespace Prefix: |
btct_ |
Data Type: |
dtr:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-1
+ Details
Name: |
us-gaap_CashAndCashEquivalentsPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for commitments and contingencies, which may include policies for recognizing and measuring loss and gain contingencies.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 954 -SubTopic 450 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480598/954-450-50-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 460 -SubTopic 10 -Section 50 -Paragraph 8 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482425/460-10-50-8
+ Details
Name: |
us-gaap_CommitmentsAndContingenciesPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-2
+ Details
Name: |
us-gaap_EarningsPerSharePolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for equity method of accounting for investments and other interests. Investment includes, but is not limited to, unconsolidated subsidiary, corporate joint venture, noncontrolling interest in real estate venture, limited partnership, and limited liability company. Information includes, but is not limited to, ownership percentage, reason equity method is or is not considered appropriate, and accounting policy election for distribution received.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (a)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 21D -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-21D
+ Details
Name: |
us-gaap_EquityMethodInvestmentsPolicy |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for fair value measurements of financial and non-financial assets, liabilities and instruments classified in shareholders' equity. Disclosures include, but are not limited to, how an entity that manages a group of financial assets and liabilities on the basis of its net exposure measures the fair value of those assets and liabilities.
+ References
+ Details
Name: |
us-gaap_FairValueMeasurementPolicyPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for (1) transactions denominated in a currency other than the reporting enterprise's functional currency, (2) translating foreign currency financial statements that are incorporated into the financial statements of the reporting enterprise by consolidation, combination, or the equity method of accounting, and (3) remeasurement of the financial statements of a foreign reporting enterprise in a hyperinflationary economy.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//830/tableOfContent
+ Details
Name: |
us-gaap_ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for recognizing and measuring the impairment of long-lived assets. An entity also may disclose its accounting policy for long-lived assets to be sold. This policy excludes goodwill and intangible assets.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SAB Topic 5.CC) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480091/360-10-S99-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 05 -Paragraph 4 -SubTopic 10 -Topic 360 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482338/360-10-05-4
+ Details
Name: |
us-gaap_ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(h)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 17 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-17
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-9
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482525/740-10-45-25
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482525/740-10-45-28
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 19 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-19
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 20 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-20
+ Details
Name: |
us-gaap_IncomeTaxPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for finite-lived intangible assets. This accounting policy also might address: (1) the amortization method used; (2) the useful lives of such assets; and (3) how the entity assesses and measures impairment of such assets.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 926 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483154/926-20-50-5
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483426/235-10-50-4
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 920 -SubTopic 350 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483256/920-350-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 920 -SubTopic 350 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483256/920-350-50-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 920 -SubTopic 350 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483256/920-350-50-4
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482665/350-30-50-2
+ Details
Name: |
us-gaap_IntangibleAssetsFiniteLivedPolicy |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for leasing arrangement entered into by lessee.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147478964/842-20-50-1
+ Details
Name: |
us-gaap_LesseeLeasesPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.
+ References
+ Details
Name: |
us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -SubTopic 10 -Topic 360 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(8)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 6 -SubTopic 360 -Topic 958 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480321/958-360-50-6
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d) -SubTopic 360 -Topic 958 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480321/958-360-50-1
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for revenue. Includes revenue from contract with customer and from other sources.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483426/235-10-50-4
Reference 3: http://www.xbrl.org/2003/role/exampleRef -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (e) -SubTopic 10 -Topic 235 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483426/235-10-50-4
+ Details
Name: |
us-gaap_RevenueRecognitionPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for award under share-based payment arrangement. Includes, but is not limited to, methodology and assumption used in measuring cost.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f)(2)(i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f)(2)(ii) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f)(2)(v) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 14.C.Q3) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479830/718-10-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 14.D.1.Q5) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479830/718-10-S99-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 14.D.3.Q2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479830/718-10-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 14.D.2.Q6) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479830/718-10-S99-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//718/tableOfContent
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ShareBasedCompensationOptionAndIncentivePlansPolicy |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for accounts receivable.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481962/310-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 310 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481569/310-20-50-1
Reference 3: http://fasb.org/us-gaap/role/ref/otherTransitionRef -Name Accounting Standards Codification -Section 50 -Paragraph 11B -Subparagraph (b) -SubTopic 10 -Topic 310 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481962/310-10-50-11B
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481962/310-10-50-1
Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef -Name Accounting Standards Codification -Section 50 -Paragraph 6 -SubTopic 10 -Topic 310 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481962/310-10-50-6
Reference 6: http://fasb.org/us-gaap/role/ref/otherTransitionRef -Name Accounting Standards Codification -Section 50 -Paragraph 15 -Subparagraph (d) -SubTopic 10 -Topic 310 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481962/310-10-50-15
+ Details
Name: |
us-gaap_TradeAndOtherAccountsReceivablePolicy |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-9
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-4
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (c) -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 11 -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-11
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 12 -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-12
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-8
+ Details
Name: |
us-gaap_UseOfEstimates |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.1.u1
Organization and Principal Activities (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
Organization and Principal Activities [Abstract] |
|
Schedule of Company's Subsidiaries |
As
of December 31, 2023, the details of the Company’s subsidiaries were as follows:
Entity |
|
Date
of
incorporation |
|
Place
of
incorporation |
|
Percentage
of
direct or indirect economic ownership |
Principal activities |
Major
subsidiaries: |
|
|
|
|
|
|
|
|
|
|
Meten
International Education Group |
|
|
July 10, 2018 |
|
Cayman Islands |
|
|
100% |
|
Investment holding |
Meten
Education Investment Limited (“Meten BVI”) |
|
|
July 18, 2018 |
|
British Virgin Islands (“BVI”) |
|
|
100% |
|
Investment holding |
Likeshuo
Education Investment Limited (“Likeshuo BVI”) |
|
|
July 18, 2018 |
|
BVI |
|
|
100% |
|
Investment holding |
Meten
Education (Hong Kong) Limited (“Meten HK”) |
|
|
August 22, 2018 |
|
Hong Kong |
|
|
100% |
|
Investment holding |
Likeshuo
Education (Hong Kong) Limited (“Likeshuo HK”) |
|
|
August 22, 2018 |
|
Hong Kong |
|
|
100% |
|
Investment holding |
Meta
Path investing holding company |
|
|
December 3, 2021 |
|
Cayman Islands |
|
|
100% |
|
Investment holding |
Met
Chain investing holding company Ltd |
|
|
January
5, 2022 |
|
BVI |
|
|
100% |
|
Investment holding |
METEN
BLOCK CHAIN LLC |
|
|
March
8, 2022 |
|
United States |
|
|
100% |
|
Investment holding |
Meten
Service USA Corp. |
|
|
March
3, 2016 |
|
United States |
|
|
100% |
|
Investment holding |
|
X |
- References
+ Details
Name: |
us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of the key aspects of a subsidiary (partnership, corporation, or other entity) of the limited liability company or limited partnership.
+ References
+ Details
Name: |
us-gaap_ScheduleOfSubsidiaryOfLimitedLiabilityCompanyOrLimitedPartnershipDescriptionTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.1.u1
X |
- DefinitionSchedule of useful lives.
+ References
+ Details
Name: |
btct_ScheduleOfUsefulLivesTableTextBlock |
Namespace Prefix: |
btct_ |
Data Type: |
dtr:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.1.u1
Discontinued Operations (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
Discontinued Operations [Abstract] |
|
Schedule of the Group Calculated a Loss Resulting from Such Disposition |
In
November 22, 2022, the Group calculated a loss resulting from such disposition as follows:
| |
As of
November 22,
2022 | |
| |
RMB’000 | |
Consideration | |
| - | |
| |
| | |
Cash and cash equivalents | |
| 5,376 | |
Contract assets | |
| 3,845 | |
Accounts receivable | |
| 42,716 | |
Other contract costs, Current | |
| 8,221 | |
Prepayments and other current assets | |
| 47,961 | |
Amounts due from related parties | |
| 5,560 | |
Prepaid income tax | |
| 14,243 | |
Restricted cash | |
| 12,100 | |
Other contract costs, non-current | |
| 16,388 | |
Equity method investments | |
| 27,564 | |
Property and equipment, net | |
| 11,051 | |
Intangible assets, net | |
| 11,598 | |
Deferred tax assets | |
| 42,449 | |
Goodwill | |
| 192,962 | |
Right-of-use assets | |
| 43,353 | |
Other non-current assets | |
| 16,050 | |
Accounts payable | |
| (15,019 | ) |
Deferred revenue, current | |
| (130,704 | ) |
Salary and welfare payable | |
| (9,408 | ) |
Financial liabilities from contracts with customers | |
| (267,796 | ) |
Accrued expenses and other payables | |
| (49,525 | ) |
Income taxes payable | |
| (135 | ) |
Current lease liabilities | |
| (17,902 | ) |
Amounts due to related parties | |
| (22,232 | ) |
Deferred revenue, non-current | |
| (30,852 | ) |
Deferred tax liabilities | |
| (858 | ) |
Non-current tax payable | |
| (34,265 | ) |
Lease liabilities | |
| (15,504 | ) |
| |
| | |
Net assets of ELT business related VIEs* | |
| (92,763 | ) |
Non-controlling interest of ELT business related VIEs | |
| 18,035 | |
Less: Net assets of ELT business related VIEs contributable to the Company | |
| (74,728 | ) |
Loss on disposal of ELT business related VIEs | |
| 74,728 | |
|
Schedule of Assets and Liabilities for Discontinued Operations of ELT Business Related VIEs Comprised |
The
assets and liabilities for discontinued operations of ELT business related VIEs comprised the following items as of December 31, 2021:
| |
As of
December 31,
2021 | |
| |
RMB’000 | |
Current assets for discontinued operations | |
| - | |
Contract assets | |
| 5,323 | |
Accounts receivable | |
| 44,291 | |
Other contract costs, Current | |
| 32,241 | |
Prepayments and other current assets | |
| 38,600 | |
Amounts due from related parties | |
| 7,265 | |
Prepaid income tax | |
| 14,479 | |
Total | |
| 142,199 | |
| |
| | |
Non-current assets for discontinued operations | |
| | |
Other contract costs, non-current | |
| 11,149 | |
Equity method investments | |
| 24,403 | |
Property and equipment, net | |
| 85,803 | |
Intangible assets, net | |
| 14,675 | |
Deferred tax assets | |
| 25,991 | |
Goodwill | |
| 192,962 | |
Right-of-use assets | |
| 105,551 | |
Other non-current assets | |
| 26,254 | |
Total | |
| 486,788 | |
| |
| | |
Current liabilities for discontinued operations | |
| | |
Accounts payable | |
| 16,164 | |
Bank loans | |
| 6,000 | |
Deferred revenue, current | |
| 213,006 | |
Salary and welfare payable | |
| 27,404 | |
Financial liabilities from contracts with customers | |
| 337,932 | |
Accrued expenses and other payables | |
| 36,575 | |
Income taxes payable | |
| 195 | |
Current lease liabilites | |
| 35,817 | |
Amounts due to related parties | |
| 11,256 | |
Total | |
| 684,349 | |
| |
| | |
Non-current liabilities for discontinued operations | |
| | |
Deferred revenue, non-current | |
| 35,546 | |
Deferred tax liabilities | |
| 4,433 | |
Non current tax payable | |
| 34,137 | |
Lease liabilities | |
| 59,824 | |
Total | |
| 133,940 | |
|
Schedule of Condensed Cash Flows |
The
condensed cash flows of all the VIEs and their subsidiaries were as follows for the years ended December 31, 2020, 2021 and 2022:
| |
Years ended December 31, | |
| |
2020 | | |
2021 | | |
2022 | |
| |
RMB’000 | | |
RMB’000 | | |
RMB’000 | |
Net cash used in operating activities | |
| (164,268 | ) | |
| (375,922 | ) | |
| (254,847 | ) |
Net cash generated from/(used in) investing activities | |
| (54 | ) | |
| (2,685 | ) | |
| 57,751 | |
Net cash generated from/(used in) financing activities | |
| 91,241 | | |
| 371,637 | | |
| (13,059 | ) |
|
Schedule of Consolidated Statements of Comprehensive Loss |
The
operating results from discontinued operations included in the Group’s consolidated statements of comprehensive loss were as follows
for the years ended December 31, 2020, 2021 and 2022.
| |
Years ended December 31, | |
| |
2020 | | |
2021 | | |
2022 | |
| |
RMB’000 | | |
RMB’000 | | |
RMB’000 | |
Major classes of line items constituting pre-tax profit of discontinued operations | |
| | |
| | |
| |
Revenue | |
| 897,035 | | |
| 728,996 | | |
| 317,844 | |
Cost of sales | |
| (607,077 | ) | |
| (483,701 | ) | |
| (191,735 | ) |
Sales and marketing | |
| (310,433 | ) | |
| (250,850 | ) | |
| (78,839 | ) |
General and administrative | |
| (340,277 | ) | |
| (334,693 | ) | |
| (93,124 | ) |
Research and development expenses | |
| (31,878 | ) | |
| (18,413 | ) | |
| (6,817 | ) |
Other income that are not major | |
| (2,558 | ) | |
| (35,773 | ) | |
| 10,968 | |
Loss from discontinued operations, before income tax | |
| (395,188 | ) | |
| (394,434 | ) | |
| (41,703 | ) |
Income tax benefit/(expense) | |
| (5,803 | ) | |
| 20,239 | | |
| (817 | ) |
Loss from discontinued operations, net of income tax | |
| (400,991 | ) | |
| (374,195 | ) | |
| (42,520 | ) |
Income on deconsolidation of the subsidiary, net of income tax | |
| - | | |
| - | | |
| 74,728 | |
Net income/(loss) from discontinued operations, net of income tax | |
| (400,991 | ) | |
| (374,195 | ) | |
| 32,208 | |
|
X |
- DefinitionTabular disclosure of condensed statement of comprehensive income (loss) including, but not limited to, statements of comprehensive income (loss) of consolidated entities and consolidation eliminations.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Name Regulation S-X (SX) -Number 210 -Section 12 -Subsection 04 -Paragraph (a) -Publisher SEC
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.12-04(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3
+ Details
Name: |
srt_CondensedStatementOfComprehensiveIncomeTableTextBlock |
Namespace Prefix: |
srt_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of condensed cash flow statement, including, but not limited to, cash flow statements of consolidated entities and consolidation eliminations.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Name Regulation S-X (SX) -Number 210 -Section 12 -Subsection 04 -Paragraph (a) -Publisher SEC
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.12-04(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3
+ Details
Name: |
srt_ScheduleOfCondensedCashFlowStatementTableTextBlock |
Namespace Prefix: |
srt_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_DiscontinuedOperationsAndDisposalGroupsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 3 -SubTopic 10 -Topic 360 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-3
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-11
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 3A -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-3A
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 4A -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-4A
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 4B -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-4B
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5A -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5A
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5B -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5B
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5C -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5C
Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5D -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5D
Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-7
Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3A -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-3A
Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -SubTopic 20 -Topic 205 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-1
Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-3
+ Details
Name: |
us-gaap_ScheduleOfDisposalGroupsIncludingDiscontinuedOperationsIncomeStatementBalanceSheetAndAdditionalDisclosuresTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Paragraph 1 -Section 50 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-1
+ Details
Name: |
us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.1.u1
Accounts Receivables (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
Accounts Receivables [Abstract] |
|
Schedule of Contract Assets, Accounts Receivable, Deferred Revenue and Financial Liabilities from Contracts with Customers |
The
following table provides information about contract assets, accounts receivable, deferred revenue and financial liabilities from contracts
with customers.
| |
As of December 31, | |
| |
2022 | | |
2023 | |
| |
US$’000 | | |
US$’000 | |
| |
| | |
| |
Accounts receivable | |
| 8,902 | | |
| 5,485 | |
Less: Allowance for doubtful debts | |
| - | | |
| - | |
Accounts receivable | |
| 8,902 | | |
| 5,485 | |
|
Schedule of Prepayments and Other Assets |
The
prepayments and other assets consist of the following:
| |
As of December 31, | |
| |
2022 | | |
2023 | |
| |
US$’000 | | |
US$’000 | |
Prepayments and other current assets | |
| | |
| |
Prepayment for equipment | |
| 3,237 | | |
| 2,285 | |
deposits | |
| 766 | | |
| 328 | |
Others | |
| 1,012 | | |
| 367 | |
Total | |
| 5,015 | | |
| 2,980 | |
| * | The
others mainly include deposits and other receivables. |
|
X |
- References
+ Details
Name: |
us-gaap_ReceivablesHeldForSaleAmountAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of the various types of trade accounts and notes receivable and for each the gross carrying value, allowance, and net carrying value as of the balance sheet date. Presentation is categorized by current, noncurrent and unclassified receivables.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.3,4) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of the carrying amounts of other current assets.
+ References
+ Details
Name: |
us-gaap_ScheduleOfOtherCurrentAssetsTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.1.u1
Digital Assets (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
Digital Assets [Abstract] |
|
Schedule of Digital Assets |
| |
As of December 31, | |
| |
2022 | | |
2023 | |
| |
US$’000 | | |
US$’000 | |
| |
| | |
| |
BTC | |
| 91 | | |
| 436 | |
Total | |
| 91 | | |
| 436 | |
|
Schedule of Company Generated Bitcoins Primarily Through Mining Services |
For
the year ended December 31, 2023 and 2022, the Company generated bitcoins primarily through mining services. The following table presents
additional information about bitcoins for the years ended December 31, 2023 and 2022, respectively:
| |
As of December 31, | |
| |
2022 | | |
2023 | |
| |
US$’000 | | |
US$’000 | |
| |
| | |
| |
Opening balance | |
| - | | |
| 91 | |
Receipt of bitcoins from mining services | |
| 2,392 | | |
| 2,882 | |
Receipt of bitcoins from hash power rental | |
| 131 | | |
| - | |
Exchange of BTC into USDT | |
| (2,429 | ) | |
| (2,537 | ) |
Impairment of bitcoins | |
| (3 | ) | |
| - | |
Ending balance | |
| 91 | | |
| 436 | |
|
X |
- References
+ Details
Name: |
btct_ScheduleOfCompanyGeneratedBitcoinsPrimarilyThroughMiningServicesTableTextBlock |
Namespace Prefix: |
btct_ |
Data Type: |
dtr:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of the carrying amounts of other assets. This disclosure includes other current assets and other noncurrent assets.
+ References
+ Details
Name: |
us-gaap_ScheduleOfOtherAssetsTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.1.u1
Property and Equipment, Net (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
Property and Equipment, Net [Abstract] |
|
Schedule of Property and Equipment |
Property
and equipment consists of the following:
| |
As of December 31, | |
| |
2022 | | |
2023 | |
| |
US$’000 | | |
US$’000 | |
| |
| | |
| |
Cost: | |
| | |
| |
Miners for Bitcoin | |
| 15,219 | | |
| 17,241 | |
Total cost | |
| 15,219 | | |
| 17,241 | |
| |
| | | |
| | |
Less: Accumulated depreciation | |
| 1,816 | | |
| 4,539 | |
| |
| | | |
| | |
Property and equipment, net | |
| 13,403 | | |
| 12,702 | |
|
X |
- References
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentNetAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -SubTopic 10 -Topic 360 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-1
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.1.u1
Earnings (Loss) Per Share (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
Earnings (Loss) Per Share [Abstract] |
|
Schedule of Basic and Diluted Net Loss Per Share |
Basic
and diluted net loss per share for each of the years presented are calculated as follow:
| |
Year ended December 31, | |
| |
2022 | | |
2023 | |
| |
(in thousands of US$, except share data and per share data) | |
(Losses)/income per share from continuing operations—basic | |
| | |
| |
Numerator: | |
| | |
| |
Net (loss)/income from continuing operations available to shareholders of the Company - basic and diluted | |
| 5,637 | | |
| (2,824 | ) |
Denominator | |
| | | |
| | |
Weighted average number of ordinary shares - basic | |
| 682,779 | | |
| 1,494,333 | |
Effect of dilutive securities | |
| - | | |
| - | |
Dilutive effect of non-vested shares | |
| 682,779 | | |
| 1,494,333 | |
Denominator for diluted net loss per share | |
| | | |
| | |
Earnings/(losses) per share from continuing operations — basic | |
| 8.26 | | |
| (1.89 | ) |
Earnings/(losses) per share from continuing operations —diluted | |
| 8.26 | | |
| (1.89 | ) |
Losses
per share from discontinued operations—basic | |
| | | |
| | |
Numerator: | |
| | | |
| | |
Net loss from discontinued operations available to shareholders of the Company - basic and diluted | |
| 4,670 | | |
| - | |
Denominator | |
| | | |
| | |
Weighted average number of ordinary shares - basic | |
| 682,779 | | |
| 1,494,333 | |
Effect of dilutive securities | |
| - | | |
| - | |
Dilutive effect of non-vested shares | |
| 682,779 | | |
| 1,494,333 | |
Denominator for diluted net loss per share | |
| | | |
| | |
Earnings/(losses) per share from discontinued operations — basic | |
| 6.84 | | |
| - | |
Earnings/(losses) per share from discontinued operations — diluted | |
| 6.84 | | |
| - | |
|
X |
- References
+ Details
Name: |
us-gaap_EarningsPerShareAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
+ Details
Name: |
us-gaap_ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.1.u1
Related Party Transactions (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
Related Party Transactions [Abstract] |
|
Schedule of Material Related Party Transactions |
In
addition to the related party information disclosed elsewhere in the consolidated financial statements, the Group entered into the following
material related party transactions.
Name
of party |
|
Relationship |
|
|
|
Mr.
Zhao Jishuang |
|
A major shareholder of the Company |
Mr.
Guo Yupeng |
|
A major shareholder of the Company |
Mr.
Peng Siguang |
|
A major shareholder of the Company |
Met
Chain Co.,Limited |
|
An associate company of the company |
|
Schedule of Major Transactions with Related Parties |
Major transactions with related parties
| |
Years Ended December 31, | |
| |
2022 | | |
2023 | |
| |
USD’000 | | |
USD’000 | |
| |
| | |
| |
Advances from related parties | |
| | |
| |
- Mr. Guo Yupeng | |
| 290 | | |
| - | |
- Mr. Zhao Jishuang | |
| 1,469 | | |
| - | |
- Met Chain Co.,Limited | |
| 2,042 | | |
| - | |
Total | |
| 3,801 | | |
| - | |
| |
| | | |
| | |
Repayment of advances from related parties | |
| | | |
| | |
- Mr. Zhao Jishuang | |
| 1,485 | | |
| 2,455 | |
- Met Chain Co.,Limited | |
| | | |
| 228 | |
Total | |
| 1,485 | | |
| 2,683 | |
|
Schedule of Balances with Related Parties |
Balances with related parties
| |
As of December 31, | |
| |
2022 | | |
2023 | |
| |
USD’000 | | |
USD’000 | |
Amounts due to related parties | |
| | |
| |
Current | |
| | |
| |
- Mr. Guo Yupeng | |
| 290 | | |
| 290 | |
- Mr. Zhao Jishuang | |
| 4,407 | | |
| 1,952 | |
- Met Chain Co.,Limited | |
| 2,042 | | |
| 1,814 | |
Total | |
| 6,739 | | |
| 4,056 | |
|
X |
- DefinitionTabular disclosure of the schedule of balances with related parties.
+ References
+ Details
Name: |
btct_ScheduleOfBalancesWithRelatedPartiesTableTextBlock |
Namespace Prefix: |
btct_ |
Data Type: |
dtr:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDescription of related party major transactions with related parties.
+ References
+ Details
Name: |
btct_ScheduleOfMajorTransactionsWithRelatedPartiesTableTextBlock |
Namespace Prefix: |
btct_ |
Data Type: |
dtr:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of related party transactions. Examples of related party transactions include, but are not limited to, transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners and (d) affiliates.
+ References
+ Details
Name: |
us-gaap_ScheduleOfRelatedPartyTransactionsTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.1.u1
Organization and Principal Activities (Details) ¥ / shares in Units, $ / shares in Units, ¥ in Thousands, $ in Thousands |
|
12 Months Ended |
|
|
|
|
|
|
|
Dec. 18, 2017
CNY (¥)
shares
|
Dec. 31, 2023
CNY (¥)
|
Dec. 31, 2023
USD ($)
$ / shares
shares
|
Dec. 31, 2023
¥ / shares
|
Aug. 23, 2023
$ / shares
|
Dec. 31, 2022
$ / shares
shares
|
Aug. 04, 2022
$ / shares
|
Nov. 09, 2021
$ / shares
|
Sep. 01, 2021
$ / shares
|
Dec. 31, 2018
$ / shares
|
Organization and Principal Activities [Line Items] |
|
|
|
|
|
|
|
|
|
|
Ordinary shares authorized |
|
|
25,000,000
|
|
|
25,000,000
|
|
|
|
|
Ordinary shares, par value | $ / shares |
|
|
$ 0.06
|
|
|
$ 0.06
|
|
|
|
|
Purchase price per share | (per share) |
|
|
|
|
$ 0.06
|
|
$ 0.3
|
$ 0.6
|
$ 0.3
|
$ 0.01
|
Merger agreement, description |
|
In
connection with merger transaction, on February 28, 2020, March 19, 2020 and March 26, 2020, three unrelated investors agreed to invest
USD6,000, USD4,000 and USD6,000 to purchase shares of the Company. The financing of the USD12,000 was completed on March 30, 2020, and
the USD4,000 financing was terminated on April 14, 2020 as the investor failed to pay the purchase price by the agreed deadline.
|
|
|
|
|
|
|
|
|
Business transaction description |
|
The
transaction is not a business combination because EdtechX was not a business. The transaction is accounted for as a reverse recapitalization,
which is equivalent to the issuance of shares by Meten International for the net monetary assets of EdtechX, accompanied by a recapitalization.
Meten International is determined as the predecessor and the historical financial statements of Meten International became the Company’s
historical financial statements, with retrospective adjustments to give effect of the reverse recapitalization. The equity is restated
using the exchange ratio of 0.1519 established in the reverse recapitalization transaction, which is 48,391,607 divided by 318,601,222,
to reflect the equity structure of the Company. Loss (income) per share is retrospectively restated using the historical weighted-average
number of ordinary shares outstanding multiplied by the exchange ratio. The share and per share data is retrospectively restated using
the exchange ratio in the share-based compensation footnote, see Note 12.
|
|
|
|
|
|
|
|
|
Stock limited liability |
30,000,000
|
|
|
|
|
|
|
|
|
|
Stock issued | ¥ |
¥ 1
|
|
|
|
|
|
|
|
|
|
Net cash distribution | ¥ |
|
¥ 148,270
|
|
|
|
|
|
|
|
|
Organization and General [Member] |
|
|
|
|
|
|
|
|
|
|
Organization and Principal Activities [Line Items] |
|
|
|
|
|
|
|
|
|
|
Ordinary shares authorized |
|
|
500,000,000
|
|
|
|
|
|
|
|
Ordinary shares, par value | $ / shares |
|
|
$ 0.003
|
|
|
|
|
|
|
|
Richard Fear [Member] |
|
|
|
|
|
|
|
|
|
|
Organization and Principal Activities [Line Items] |
|
|
|
|
|
|
|
|
|
|
Purchase price per share | ¥ / shares |
|
|
|
¥ 0.1000
|
|
|
|
|
|
|
EdtechX [Member] |
|
|
|
|
|
|
|
|
|
|
Organization and Principal Activities [Line Items] |
|
|
|
|
|
|
|
|
|
|
Investment cost | $ |
|
|
$ 20,000
|
|
|
|
|
|
|
|
Share purchase |
|
|
2,000,000
|
|
|
|
|
|
|
|
Meten International [Member] |
|
|
|
|
|
|
|
|
|
|
Organization and Principal Activities [Line Items] |
|
|
|
|
|
|
|
|
|
|
Merger agreement, description |
|
the Company consummated its acquisition of Meten International and EdtechX, pursuant to the Merger Agreement, where the
Company acquired 100% of the issued and outstanding ordinary shares of Meten International and EdtechX, i.e., 318,601,222 ordinary shares
of Meten International and 1,971,505 ordinary shares of EdtechX for 1,613,054 and 65,717 ordinary shares of the Company, respectively
(the “SPAC Transaction”).
|
|
|
|
|
|
|
|
|
X |
- References
+ Details
Name: |
btct_MergerAgreementDescription |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 808 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479402/808-10-50-1
+ Details
Name: |
us-gaap_CollaborativeArrangementsAndNoncollaborativeArrangementTransactionsLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFace amount or stated value per share of common stock.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of common shares permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAmount of cash distribution paid to unit-holder of limited partnership (LP).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
+ Details
Name: |
us-gaap_DistributionMadeToLimitedPartnerCashDistributionsPaid |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- Definition
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section 55 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480493/946-210-55-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480524/946-210-50-6
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (a)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480524/946-210-50-6
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-12
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (a)(3) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480524/946-210-50-6
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(d)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.12-12(Column C)(Footnote 8)(a)(3)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.12-12B(Column C)(Footnote 11)(a)(3)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-3
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 6 -Subparagraph (SX 210.12-14(Column F)(Footnote 5)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-6
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 19 -Subparagraph (3) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-19
+ Details
Name: |
us-gaap_InvestmentOwnedAtCost |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares of investment owned.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480524/946-210-50-6
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section 55 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480493/946-210-55-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480524/946-210-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.12-12(Column B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.12-12B(Column B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 6 -Subparagraph (SX 210.12-14(Column B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-6
+ Details
Name: |
us-gaap_InvestmentOwnedBalanceShares |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionPer share or per unit amount of equity securities issued.
+ References
+ Details
Name: |
us-gaap_SharesIssuedPricePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe fair value of stock issued in noncash financing activities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-4
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-3
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-5
+ Details
Name: |
us-gaap_StockIssued1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionNumber of stock or units eligible for distribution to members or limited partners of the limited liability company (LLC) or limited partnership (LP).
+ References
+ Details
Name: |
us-gaap_StockOrUnitsAvailableForDistributions |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
srt_TitleOfIndividualAxis=btct_OrganizationAndGeneralMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_TitleOfIndividualAxis=btct_RichardFearMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_BusinessAcquisitionAxis=btct_MetenInternationalMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.1.u1
Organization and Principal Activities (Details) - Schedule of Company's Subsidiaries
|
12 Months Ended |
Dec. 31, 2023 |
Meten International Education Group [Member] |
|
Major subsidiaries: |
|
Date of incorporation |
Jul. 10, 2018
|
Place of incorporation |
Cayman Islands
|
Percentage of direct or indirect economic ownership |
100.00%
|
Principal activities |
Investment holding
|
Meten Education Investment Limited (“Meten BVI”) [Member] |
|
Major subsidiaries: |
|
Date of incorporation |
Jul. 18, 2018
|
Place of incorporation |
British Virgin Islands (“BVI”)
|
Percentage of direct or indirect economic ownership |
100.00%
|
Principal activities |
Investment holding
|
Likeshuo Education Investment Limited (“Likeshuo BVI”) [Member] |
|
Major subsidiaries: |
|
Date of incorporation |
Jul. 18, 2018
|
Place of incorporation |
BVI
|
Percentage of direct or indirect economic ownership |
100.00%
|
Principal activities |
Investment holding
|
Meten Education (Hong Kong) Limited (“Meten HK”) [Member] |
|
Major subsidiaries: |
|
Date of incorporation |
Aug. 22, 2018
|
Place of incorporation |
Hong Kong
|
Percentage of direct or indirect economic ownership |
100.00%
|
Principal activities |
Investment holding
|
Likeshuo Education (Hong Kong) Limited (“Likeshuo HK”) [Member] |
|
Major subsidiaries: |
|
Date of incorporation |
Aug. 22, 2018
|
Place of incorporation |
Hong Kong
|
Percentage of direct or indirect economic ownership |
100.00%
|
Principal activities |
Investment holding
|
Meta Path investing holding company [Member] |
|
Major subsidiaries: |
|
Date of incorporation |
Dec. 03, 2021
|
Place of incorporation |
Cayman Islands
|
Percentage of direct or indirect economic ownership |
100.00%
|
Principal activities |
Investment holding
|
Met Chain investing holding company Ltd [Member] |
|
Major subsidiaries: |
|
Date of incorporation |
Jan. 05, 2022
|
Place of incorporation |
BVI
|
Percentage of direct or indirect economic ownership |
100.00%
|
Principal activities |
Investment holding
|
METEN BLOCK CHAIN LLC [Member] |
|
Major subsidiaries: |
|
Date of incorporation |
Mar. 08, 2022
|
Place of incorporation |
United States
|
Percentage of direct or indirect economic ownership |
100.00%
|
Principal activities |
Investment holding
|
Meten Service USA Corp. [Member] |
|
Major subsidiaries: |
|
Date of incorporation |
Mar. 03, 2016
|
Place of incorporation |
United States
|
Percentage of direct or indirect economic ownership |
100.00%
|
Principal activities |
Investment holding
|
X |
- DefinitionDescription of place of incorporation.
+ References
+ Details
Name: |
btct_EntityPlaceOfIncorporation |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
btct_MajorSubsidiariesAbstract |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDescription of major subsidiaries principal activities.
+ References
+ Details
Name: |
btct_MajorSubsidiariesPrincipalActivities |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDate when an entity was incorporated
+ References
+ Details
Name: |
dei_EntityIncorporationDateOfIncorporation |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe parent entity's interest in net assets of the subsidiary, expressed as a percentage.
+ References
+ Details
Name: |
us-gaap_MinorityInterestOwnershipPercentageByParent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- Details
Name: |
srt_OwnershipAxis=btct_MetenInternationalEducationGroupMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_OwnershipAxis=btct_MetenEducationInvestmentLimitedMetenBVIMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_OwnershipAxis=btct_LikeshuoEducationInvestmentLimitedLikeshuoBVIMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_OwnershipAxis=btct_MetenEducationHongKongLimitedMetenHKMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_OwnershipAxis=btct_LikeshuoEducationHongKongLimitedLikeshuoHKMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_OwnershipAxis=btct_MetChainInvestingHoldingCompanyLtdMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_OwnershipAxis=btct_METENBLOCKCHAINLLCMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_OwnershipAxis=btct_MetenServiceUSACorpMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.1.u1
X |
- DefinitionThe amount of convenience rate.
+ References
+ Details
Name: |
btct_ConvenienceRate |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
btct_SummaryofSignificantAccountingPoliciesDetailsLineItems |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe percentage of ownership of common stock or equity participation in the investee accounted for under the equity method of accounting.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
+ Details
Name: |
us-gaap_EquityMethodInvestmentOwnershipPercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- Details
Name: |
srt_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis=btct_EquityMethodInvestments1Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_RangeAxis=srt_MinimumMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_RangeAxis=srt_MaximumMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.1.u1
X |
- References
+ Details
Name: |
btct_SummaryofSignificantAccountingPoliciesDetailsScheduleofEstimatedUsefulLivesLineItems |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionUseful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment.
+ References
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentUsefulLife |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=us-gaap_MineDevelopmentMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.1.u1
X |
- References
+ Details
Name: |
us-gaap_DiscontinuedOperationsAndDisposalGroupsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of consideration received or receivable for the disposal of assets and liabilities, including discontinued operation.
+ References
+ Details
Name: |
us-gaap_DisposalGroupIncludingDiscontinuedOperationConsideration |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
v3.24.1.u1
Discontinued Operations (Details) - Schedule of the Group Calculated a Loss Resulting from Such Disposition - Discontinued Operations [Member] ¥ in Thousands |
Nov. 22, 2022
CNY (¥)
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] |
|
Consideration |
|
Cash and cash equivalents |
5,376
|
Contract assets |
3,845
|
Accounts receivable |
42,716
|
Other contract costs, Current |
8,221
|
Prepayments and other current assets |
47,961
|
Amounts due from related parties |
5,560
|
Prepaid income tax |
14,243
|
Restricted cash |
12,100
|
Other contract costs, non-current |
16,388
|
Equity method investments |
27,564
|
Property and equipment, net |
11,051
|
Intangible assets, net |
11,598
|
Deferred tax assets |
42,449
|
Goodwill |
192,962
|
Right-of-use assets |
43,353
|
Other non-current assets |
16,050
|
Accounts payable |
(15,019)
|
Deferred revenue, current |
(130,704)
|
Salary and welfare payable |
(9,408)
|
Financial liabilities from contracts with customers |
(267,796)
|
Accrued expenses and other payables |
(49,525)
|
Income taxes payable |
(135)
|
Current lease liabilities |
(17,902)
|
Amounts due to related parties |
(22,232)
|
Deferred revenue, non-current |
(30,852)
|
Deferred tax liabilities |
(858)
|
Non-current tax payable |
(34,265)
|
Lease liabilities |
(15,504)
|
Net assets of ELT business related VIEs |
(92,763)
|
Non-controlling interest of ELT business related VIEs |
18,035
|
Less: Net assets of ELT business related VIEs contributable to the Company |
(74,728)
|
Loss on disposal of ELT business related VIEs |
¥ 74,728
|
X |
- DefinitionCarrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_AccountsPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481990/310-10-45-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481990/310-10-45-9
+ Details
Name: |
us-gaap_AccountsReceivableNetCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionFor banks and other depository institutions: Includes cash on hand (currency and coin), cash items in process of collection, noninterest bearing deposits due from other financial institutions (including corporate credit unions), and noninterest bearing balances with the Federal Reserve Banks, Federal Home Loan Banks and central banks.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
+ Details
Name: |
us-gaap_CashAndDueFromBanks |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount, after allowance for credit loss, of right to consideration in exchange for good or service transferred to customer when right is conditioned on something other than passage of time, classified as current.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479837/606-10-45-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479837/606-10-45-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479806/606-10-50-8
+ Details
Name: |
us-gaap_ContractWithCustomerAssetNetCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of obligation to transfer good or service to customer for which consideration has been received or is receivable.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479837/606-10-45-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479806/606-10-50-8
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479837/606-10-45-2
+ Details
Name: |
us-gaap_ContractWithCustomerLiability |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of obligation to transfer good or service to customer for which consideration has been received or is receivable, classified as current.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479837/606-10-45-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479806/606-10-50-8
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479837/606-10-45-2
+ Details
Name: |
us-gaap_ContractWithCustomerLiabilityCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount, before unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but is not limited to, notes payable, bonds payable, commercial loans, mortgage loans, convertible debt, subordinated debt and other types of debt.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(16)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (b)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-4
+ Details
Name: |
us-gaap_DebtInstrumentCarryingAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of deferred cost, excluding capitalized cost related to contract with customer; classified as noncurrent.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(17)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(10)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
+ Details
Name: |
us-gaap_DeferredCosts |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying amounts as of the balance sheet date of deferred costs capitalized at the end of the reporting period that are expected to be charged against earnings within one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(8)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_DeferredCostsCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, without jurisdictional netting.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-2
+ Details
Name: |
us-gaap_DeferredTaxAssetsLiabilitiesNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount after tax of gain (loss) not previously recognized resulting from the disposal of a discontinued operation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5C -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5C
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 3B -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-3B
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-3
+ Details
Name: |
us-gaap_DiscontinuedOperationGainLossOnDisposalOfDiscontinuedOperationNetOfTax |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount classified as accounts payable and accrued liabilities attributable to disposal group held for sale or disposed of, expected to be disposed of within one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 10 -SubTopic 20 -Topic 205 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-10
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482130/360-10-45-9
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5B -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5B
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-3
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-11
+ Details
Name: |
us-gaap_DisposalGroupIncludingDiscontinuedOperationAccountsPayableAndAccruedLiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of consideration received or receivable for the disposal of assets and liabilities, including discontinued operation.
+ References
+ Details
Name: |
us-gaap_DisposalGroupIncludingDiscontinuedOperationConsideration |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount classified as other liabilities attributable to disposal group held for sale or disposed of, expected to be disposed of within one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 10 -SubTopic 20 -Topic 205 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-10
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482130/360-10-45-9
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5B -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5B
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-3
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-11
+ Details
Name: |
us-gaap_DisposalGroupIncludingDiscontinuedOperationOtherCurrentLiabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount classified as prepaid and other assets attributable to disposal group held for sale or disposed of, expected to be disposed of within one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 10 -SubTopic 20 -Topic 205 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-10
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482130/360-10-45-9
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5B -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5B
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-3
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-11
+ Details
Name: |
us-gaap_DisposalGroupIncludingDiscontinuedOperationPrepaidAndOtherAssetsCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionThis item represents the carrying amount on the entity's balance sheet of its investment in common stock of an equity method investee. This is not an indicator of the fair value of the investment, rather it is the initial cost adjusted for the entity's share of earnings and losses of the investee, adjusted for any distributions (dividends) and other than temporary impairment (OTTI) losses recognized.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481664/323-10-45-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (a)(3) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(10)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 25 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-25
+ Details
Name: |
us-gaap_EquityMethodInvestments |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of gain (loss) on sale or disposal of property, plant and equipment assets, including oil and gas property and timber property.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_GainLossOnSaleOfPropertyPlantEquipment |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482548/350-20-55-24
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(15)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482598/350-20-45-1
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-1
Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(10)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
+ Details
Name: |
us-gaap_Goodwill |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
+ Details
Name: |
us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionSum of the carrying amounts of all intangible assets, excluding goodwill, as of the balance sheet date, net of accumulated amortization and impairment charges.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 2 -Subparagraph ((a)(1),(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482665/350-30-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482686/350-30-45-1
+ Details
Name: |
us-gaap_IntangibleAssetsNetExcludingGoodwill |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionPortion of equity (net assets) in a variable interest entity (VIE) not attributable, directly or indirectly, to the parent entity. That is, this is the portion of equity in a VIE that is attributable to the noncontrolling interest (previously referred to as minority interest).
+ References
+ Details
Name: |
us-gaap_NoncontrollingInterestInVariableInterestEntity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionPresent value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479041/842-20-45-1
+ Details
Name: |
us-gaap_OperatingLeaseLiabilityNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of lessee's right to use underlying asset under operating lease.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479041/842-20-45-1
+ Details
Name: |
us-gaap_OperatingLeaseRightOfUseAsset |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of noncurrent assets classified as other.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(17)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_OtherAssetsNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of asset related to consideration paid in advance for income and other taxes that provide economic benefits within a future period of one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (g)(4) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483467/210-10-45-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 340 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483032/340-10-45-1
Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 340 -SubTopic 10 -Name Accounting Standards Codification -Section 05 -Paragraph 5 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482955/340-10-05-5
+ Details
Name: |
us-gaap_PrepaidTaxes |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount, after accumulated depreciation, of long-lived, depreciable flight asset owned. Excludes right-of-use asset from finance lease for flight asset.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-1
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentOwnedNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of cash restricted as to withdrawal or usage. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-8
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(1)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
+ Details
Name: |
us-gaap_RestrictedCash |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis=us-gaap_SegmentDiscontinuedOperationsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.1.u1
Discontinued Operations (Details) - Schedule of Assets and Liabilities for Discontinued Operations of ELT Business Related VIEs Comprised - Discontinued Operations [Member] ¥ in Thousands |
Dec. 31, 2021
CNY (¥)
|
Current assets for discontinued operations |
|
Contract assets |
¥ 5,323
|
Accounts receivable |
44,291
|
Other contract costs, Current |
32,241
|
Prepayments and other current assets |
38,600
|
Amounts due from related parties |
7,265
|
Prepaid income tax |
14,479
|
Total |
142,199
|
Non-current assets for discontinued operations |
|
Other contract costs, non-current |
11,149
|
Equity method investments |
24,403
|
Property and equipment, net |
85,803
|
Intangible assets, net |
14,675
|
Deferred tax assets |
25,991
|
Goodwill |
192,962
|
Right-of-use assets |
105,551
|
Other non-current assets |
26,254
|
Total |
486,788
|
Current liabilities for discontinued operations |
|
Accounts payable |
16,164
|
Bank loans |
6,000
|
Deferred revenue, current |
213,006
|
Salary and welfare payable |
27,404
|
Financial liabilities from contracts with customers |
337,932
|
Accrued expenses and other payables |
36,575
|
Income taxes payable |
195
|
Current lease liabilites |
35,817
|
Amounts due to related parties |
11,256
|
Total |
684,349
|
Non-current liabilities for discontinued operations |
|
Deferred revenue, non-current |
35,546
|
Deferred tax liabilities |
4,433
|
Non current tax payable |
34,137
|
Lease liabilities |
59,824
|
Total |
¥ 133,940
|
X |
- References
+ Details
Name: |
btct_CurrentAssetsForDiscontinuedOperationsAbstract |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
btct_CurrentLiabilitiesForDiscontinuedOperationsAbstract |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAccrued expenses and other payables
..
+ References
+ Details
Name: |
btct_DisposalGroupIncludingDiscontinuedOperationAccruedExpensesAndOtherPayables |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionDisposal Group Including Discontinued Operation Assets Noncurrent Right of Use Asset.
+ References
+ Details
Name: |
btct_DisposalGroupIncludingDiscontinuedOperationAssetsNoncurrentRightofuseAssets |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionFinancial liabilities from contracts with customers.
+ References
+ Details
Name: |
btct_DisposalGroupIncludingDiscontinuedOperationFinancialLiabilitiesFromContractsWithCustomers |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount classified as lease liabilities.
+ References
+ Details
Name: |
btct_DisposalGroupIncludingDiscontinuedOperationLeaseLiabilities |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- Definition
+ References
+ Details
Name: |
btct_DisposalGroupIncludingDiscontinuedOperationNonCurrentTaxPayables |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionOther contract costs, non-current.
+ References
+ Details
Name: |
btct_DisposalGroupIncludingDiscontinuedOperationOtherContractCostsNoncurrent |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionOther non-current assets.
+ References
+ Details
Name: |
btct_DisposalGroupIncludingDiscontinuedOtherNoncurrentAssets |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
btct_NonCurrentAssetsForDiscontinuedOperationsAbstract |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
btct_NonCurrentLiabilitiesForDiscontinuedOperationsAbstract |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount classified as assets attributable to disposal group held for sale or disposed of, expected to be disposed of within one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 10 -SubTopic 20 -Topic 205 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-7
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5C -Subparagraph (a)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5C
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482130/360-10-45-9
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5B -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5B
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-3
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-11
+ Details
Name: |
us-gaap_AssetsOfDisposalGroupIncludingDiscontinuedOperationCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount, after allowance for credit loss, of right to consideration in exchange for good or service transferred to customer when right is conditioned on something other than passage of time, classified as current.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479837/606-10-45-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479837/606-10-45-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479806/606-10-50-8
+ Details
Name: |
us-gaap_ContractWithCustomerAssetNetCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of obligation to transfer good or service to customer for which consideration has been received or is receivable, classified as current.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479837/606-10-45-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479806/606-10-50-8
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 606 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479837/606-10-45-2
+ Details
Name: |
us-gaap_ContractWithCustomerLiabilityCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying amounts as of the balance sheet date of deferred costs capitalized at the end of the reporting period that are expected to be charged against earnings within one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(8)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_DeferredCostsCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount classified as accounts, notes and loans receivable attributable to disposal group held for sale or disposed of.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 10 -SubTopic 20 -Topic 205 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-10
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5B -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5B
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-3
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-11
+ Details
Name: |
us-gaap_DisposalGroupIncludingDiscontinuedOperationAccountsNotesAndLoansReceivableNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount classified as accounts payable attributable to disposal group held for sale or disposed of, expected to be disposed of within one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 10 -SubTopic 20 -Topic 205 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-10
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482130/360-10-45-9
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5B -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5B
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-3
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-11
+ Details
Name: |
us-gaap_DisposalGroupIncludingDiscontinuedOperationAccountsPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount classified as assets attributable to disposal group held for sale or disposed of, expected to be disposed of after one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 10 -SubTopic 20 -Topic 205 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-10
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 11 -SubTopic 10 -Topic 360 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482130/360-10-45-11
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-7
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5C -Subparagraph (a)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5C
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5B -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5B
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-3
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-11
+ Details
Name: |
us-gaap_DisposalGroupIncludingDiscontinuedOperationAssetsNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount classified as deferred revenue attributable to disposal group held for sale or disposed of, expected to be disposed of beyond one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 10 -SubTopic 20 -Topic 205 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-10
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 11 -SubTopic 10 -Topic 360 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482130/360-10-45-11
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5B -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5B
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-3
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-11
+ Details
Name: |
us-gaap_DisposalGroupIncludingDiscontinuedOperationDeferredRevenueNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount classified as deferred tax assets attributable to disposal group held for sale or disposed of.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 10 -SubTopic 20 -Topic 205 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-10
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5B -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5B
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-3
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-11
+ Details
Name: |
us-gaap_DisposalGroupIncludingDiscontinuedOperationDeferredTaxAssets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount classified as deferred tax liabilities attributable to disposal group held for sale or disposed of.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 10 -SubTopic 20 -Topic 205 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-10
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5B -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5B
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-3
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-11
+ Details
Name: |
us-gaap_DisposalGroupIncludingDiscontinuedOperationDeferredTaxLiabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount classified as goodwill attributable to disposal group held for sale or disposed of, expected to be disposed of after one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 10 -SubTopic 20 -Topic 205 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-10
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 11 -SubTopic 10 -Topic 360 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482130/360-10-45-11
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5B -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5B
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-3
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-11
+ Details
Name: |
us-gaap_DisposalGroupIncludingDiscontinuedOperationGoodwillNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount classified as intangible assets, excluding goodwill, attributable to disposal group held for sale or disposed of, expected to be disposed of beyond one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 10 -SubTopic 20 -Topic 205 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-10
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 11 -SubTopic 10 -Topic 360 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482130/360-10-45-11
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5B -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5B
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-3
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-11
+ Details
Name: |
us-gaap_DisposalGroupIncludingDiscontinuedOperationIntangibleAssetsNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount classified as other liabilities attributable to disposal group held for sale or disposed of, expected to be disposed of within one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 10 -SubTopic 20 -Topic 205 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-10
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482130/360-10-45-9
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5B -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5B
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-3
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-11
+ Details
Name: |
us-gaap_DisposalGroupIncludingDiscontinuedOperationOtherCurrentLiabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount classified as prepaid and other assets attributable to disposal group held for sale or disposed of, expected to be disposed of within one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 10 -SubTopic 20 -Topic 205 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-10
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482130/360-10-45-9
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5B -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5B
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-3
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-11
+ Details
Name: |
us-gaap_DisposalGroupIncludingDiscontinuedOperationPrepaidAndOtherAssetsCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount classified as property, plant and equipment attributable to disposal group held for sale or disposed of, expected to be disposed of after one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 10 -SubTopic 20 -Topic 205 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-10
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 11 -SubTopic 10 -Topic 360 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482130/360-10-45-11
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5B -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5B
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-3
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-11
+ Details
Name: |
us-gaap_DisposalGroupIncludingDiscontinuedOperationPropertyPlantAndEquipmentNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionThis item represents the carrying amount on the entity's balance sheet of its investment in common stock of an equity method investee. This is not an indicator of the fair value of the investment, rather it is the initial cost adjusted for the entity's share of earnings and losses of the investee, adjusted for any distributions (dividends) and other than temporary impairment (OTTI) losses recognized.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481664/323-10-45-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (a)(3) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(10)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 25 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-25
+ Details
Name: |
us-gaap_EquityMethodInvestments |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount classified as liabilities attributable to disposal group held for sale or disposed of, expected to be disposed of within one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 10 -SubTopic 20 -Topic 205 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-7
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5C -Subparagraph (a)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5C
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482130/360-10-45-9
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5B -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5B
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-3
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-11
+ Details
Name: |
us-gaap_LiabilitiesOfDisposalGroupIncludingDiscontinuedOperationCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount classified as liabilities attributable to disposal group held for sale or disposed of, expected to be disposed of beyond one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 10 -SubTopic 20 -Topic 205 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-10
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 11 -SubTopic 10 -Topic 360 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482130/360-10-45-11
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-7
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5C -Subparagraph (a)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5C
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5B -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5B
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-3
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-11
+ Details
Name: |
us-gaap_LiabilitiesOfDisposalGroupIncludingDiscontinuedOperationNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionIncluding the current and noncurrent portions, carrying value as of the balance sheet date of loans from a bank with maturities initially due after one year or beyond the normal operating cycle if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(16)(a)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(16)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
+ Details
Name: |
us-gaap_LoansPayableToBank |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount, after allowance, of receivables classified as other, due within one year or the operating cycle, if longer.
+ References
+ Details
Name: |
us-gaap_OtherReceivablesNetCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_DisposalGroupClassificationAxis=us-gaap_SegmentDiscontinuedOperationsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.1.u1
Discontinued Operations (Details) - Schedule of Condensed Cash Flows - English Language Training (ELT) [Member] - CNY (¥) ¥ in Thousands |
12 Months Ended |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
Condensed Cash Flow Statements, Captions [Line Items] |
|
|
|
Net cash used in operating activities |
¥ (254,847)
|
¥ (375,922)
|
¥ (164,268)
|
Net cash generated from/(used in) investing activities |
57,751
|
(2,685)
|
(54)
|
Net cash generated from/(used in) financing activities |
¥ (13,059)
|
¥ 371,637
|
¥ 91,241
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Name Regulation S-X (SX) -Number 210 -Section 12 -Subsection 04 -Paragraph a -Publisher SEC
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.12-04(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3
Reference 3: http://www.xbrl.org/2003/role/recommendedDisclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-11
+ Details
Name: |
srt_CondensedCashFlowStatementsCaptionsLineItems |
Namespace Prefix: |
srt_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) of financing activities of discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-24
+ Details
Name: |
us-gaap_CashProvidedByUsedInFinancingActivitiesDiscontinuedOperations |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) of investing activities of discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-24
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5B -Subparagraph (c)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5B
+ Details
Name: |
us-gaap_CashProvidedByUsedInInvestingActivitiesDiscontinuedOperations |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) of operating activities of discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-24
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5B -Subparagraph (c)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5B
+ Details
Name: |
us-gaap_CashProvidedByUsedInOperatingActivitiesDiscontinuedOperations |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis=btct_EnglishLanguageTrainingELTMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.1.u1
Discontinued Operations (Details) - Schedule of Consolidated Statements of Comprehensive Loss - Business Combinations [Member] - CNY (¥) ¥ in Thousands |
12 Months Ended |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
Major classes of line items constituting pre-tax profit of discontinued operations |
|
|
|
Revenue |
¥ 317,844
|
¥ 728,996
|
¥ 897,035
|
Cost of sales |
(191,735)
|
(483,701)
|
(607,077)
|
Sales and marketing |
(78,839)
|
(250,850)
|
(310,433)
|
General and administrative |
(93,124)
|
(334,693)
|
(340,277)
|
Research and development expenses |
(6,817)
|
(18,413)
|
(31,878)
|
Other income that are not major |
10,968
|
(35,773)
|
(2,558)
|
Loss from discontinued operations, before income tax |
(41,703)
|
(394,434)
|
(395,188)
|
Income tax benefit/(expense) |
(817)
|
20,239
|
(5,803)
|
Loss from discontinued operations, net of income tax |
(42,520)
|
(374,195)
|
(400,991)
|
Income on deconsolidation of the subsidiary, net of income tax |
74,728
|
|
|
Net income/(loss) from discontinued operations, net of income tax |
¥ 32,208
|
¥ (374,195)
|
¥ (400,991)
|
X |
- References
+ Details
Name: |
btct_MajorClassesOfLineItemsConstitutingPreTaxProfitOfDiscontinuedOperationsAbstract |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount after tax of gain (loss) not previously recognized resulting from the disposal of a discontinued operation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5C -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5C
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 3B -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-3B
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-3
+ Details
Name: |
us-gaap_DiscontinuedOperationGainLossOnDisposalOfDiscontinuedOperationNetOfTax |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of tax expense (benefit) related to a discontinued operation. Includes, but is not limited to, tax expense (benefit) related to income (loss) from operations during the phase-out period, tax expense (benefit) related to gain (loss) on disposal, tax expense (benefit) related to gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and tax expense (benefit) related to adjustments of a prior period gain (loss) on disposal.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SAB TOPIC 6.I.7) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482659/740-20-45-2
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 3A -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-3A
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5B
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5C -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5C
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 3B -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-3B
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-4
Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-1
+ Details
Name: |
us-gaap_DiscontinuedOperationTaxEffectOfDiscontinuedOperation |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of costs of goods sold attributable to disposal group, including, but not limited to, discontinued operation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-7
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5B -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5B
+ Details
Name: |
us-gaap_DisposalGroupIncludingDiscontinuedOperationCostsOfGoodsSold |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of general and administrative expense attributable to disposal group, including, but not limited to, discontinued operation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5B -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5B
+ Details
Name: |
us-gaap_DisposalGroupIncludingDiscontinuedOperationGeneralAndAdministrativeExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of operating income (loss) attributable to disposal group, including, but not limited to, discontinued operation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5B -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5B
+ Details
Name: |
us-gaap_DisposalGroupIncludingDiscontinuedOperationOperatingIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of revenue attributable to disposal group, including, but not limited to, discontinued operation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-7
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5B -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5B
+ Details
Name: |
us-gaap_DisposalGroupIncludingDiscontinuedOperationRevenue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount after tax of income (loss) from a discontinued operation including the portion attributable to the noncontrolling interest. Includes, but is not limited to, the income (loss) from operations during the phase-out period, gain (loss) on disposal, gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and adjustments to a prior period gain (loss) on disposal.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(12)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 270 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482551/740-270-45-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-7
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 3A -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-3A
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5C -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5C
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 3B -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-3B
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-4
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-1
Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483475/205-20-45-3
+ Details
Name: |
us-gaap_IncomeLossFromDiscontinuedOperationsNetOfTax |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of income (expense) included in net income that results in no cash inflow (outflow), classified as other.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_OtherNoncashIncomeExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility, and costs allocated in accounting for a business combination to in-process projects deemed to have no alternative future use.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 730 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482916/730-10-50-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 912 -SubTopic 730 -Name Accounting Standards Codification -Section 25 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482517/912-730-25-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 985 -SubTopic 20 -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481283/985-20-50-1
+ Details
Name: |
us-gaap_ResearchAndDevelopmentExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate total amount of expenses directly related to the marketing or selling of products or services.
+ References
+ Details
Name: |
us-gaap_SellingAndMarketingExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis=btct_EnglishLanguageTrainingELTMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.1.u1
Accounts Receivables (Details) - Schedule of Contract Assets, Accounts Receivable, Deferred Revenue and Financial Liabilities from Contracts with Customers - USD ($) $ in Thousands |
Dec. 31, 2023 |
Dec. 31, 2022 |
Schedule of Contract Assets, Accounts Receivable, Deferred Revenue and Financial Liabilities from Contracts with Customers [Abstract] |
|
|
Accounts receivable |
$ 5,485
|
$ 8,902
|
Less: Allowance for doubtful debts |
|
|
Accounts receivable |
$ 5,485
|
$ 8,902
|
X |
- References
+ Details
Name: |
btct_ScheduleOfContractAssetsAccountsReceivableDeferredRevenueAndFinancialLiabilitiesFromContractsWithCustomersAbstract |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount, before allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(3)(a)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481990/310-10-45-2
+ Details
Name: |
us-gaap_AccountsReceivableGross |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481990/310-10-45-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481990/310-10-45-9
+ Details
Name: |
us-gaap_AccountsReceivableNetCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of allowance for credit loss on accounts receivable.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 326 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479344/326-20-45-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481962/310-10-50-4
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 326 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479319/326-20-50-13
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 326 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479319/326-20-50-13
+ Details
Name: |
us-gaap_AllowanceForDoubtfulAccountsReceivable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
v3.24.1.u1
X |
- References
+ Details
Name: |
btct_PrepaymentsAndOtherCurrentAssetsAbstract |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe carrying amount of the asset transferred to a third party to serve as a deposit, which typically serves as security against failure by the transferor to perform under terms of an agreement.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(17)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_DepositAssets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of asset related to consideration paid in advance for other costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 340 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483032/340-10-45-1
+ Details
Name: |
us-gaap_OtherPrepaidExpenseCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(9)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PrepaidExpenseAndOtherAssetsCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of asset related to consideration paid in advance for costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483467/210-10-45-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 340 -SubTopic 10 -Name Accounting Standards Codification -Section 05 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482955/340-10-05-5
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 340 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483032/340-10-45-1
+ Details
Name: |
us-gaap_PrepaidExpenseCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
v3.24.1.u1
X |
- References
+ Details
Name: |
btct_DigitalAssetsDetailsLineItems |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of write-down of assets recognized in the income statement. Includes, but is not limited to, losses from tangible assets, intangible assets and goodwill.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 45 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482130/360-10-45-4
+ Details
Name: |
us-gaap_AssetImpairmentCharges |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
v3.24.1.u1
X |
- References
+ Details
Name: |
btct_DigitalAssetsDetailsScheduleofDigitalAssetsLineItems |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of current assets classified as other.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(8)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_OtherAssetsCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_BalanceSheetLocationAxis=btct_BTCMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.1.u1
X |
- DefinitionReceipt of bitcoins from hash power rental.
+ References
+ Details
Name: |
btct_ReceiptOfBitcoinsFromHashPowerRental |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionReceipt of bitcoins from mining services.
+ References
+ Details
Name: |
btct_ReceiptOfBitcoinsFromMiningServices |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
btct_ScheduleOfCompanyGeneratedBitcoinsPrimarilyThroughMiningServicesAbstract |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of write-down of assets recognized in the income statement. Includes, but is not limited to, losses from tangible assets, intangible assets and goodwill.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 45 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482130/360-10-45-4
+ Details
Name: |
us-gaap_AssetImpairmentCharges |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of increase (decrease) from effect of exchange rate changes on cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; held in foreign currencies. Excludes amounts for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 230 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481877/830-230-45-1
+ Details
Name: |
us-gaap_EffectOfExchangeRateOnCashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of assets classified as other.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-12
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(10)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(17)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(10)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
+ Details
Name: |
us-gaap_OtherAssets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
v3.24.1.u1
Equity Method Investments (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands |
1 Months Ended |
12 Months Ended |
|
|
|
|
Nov. 30, 2022
CNY (¥)
|
Dec. 31, 2023
USD ($)
|
Dec. 31, 2022
USD ($)
|
Dec. 14, 2023
$ / shares
|
Aug. 07, 2023
$ / shares
|
Nov. 30, 2022
$ / shares
|
Dec. 31, 2021 |
Equity Method Investments [Line Items] |
|
|
|
|
|
|
|
Par value per share (in Dollars per share) |
|
|
|
$ 3.342
|
$ 5
|
|
|
Consideration for shares (in Yuan Renminbi) | ¥ |
¥ 7,120,478
|
|
|
|
|
|
|
Recognized gain on equity method investments (in Dollars) | $ |
|
$ 12,000
|
$ 12,000
|
|
|
|
|
Ordinary Shares [Member] |
|
|
|
|
|
|
|
Equity Method Investments [Line Items] |
|
|
|
|
|
|
|
Par value per share (in Dollars per share) |
|
|
|
|
|
$ 0.003
|
|
Met Chain Co Limited [Member] |
|
|
|
|
|
|
|
Equity Method Investments [Line Items] |
|
|
|
|
|
|
|
Equity interest percentage |
|
|
24.30%
|
|
|
3.30%
|
21.00%
|
X |
- References
+ Details
Name: |
btct_EquityMethodInvestmentsDetailsLineItems |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThis element represents disclosure of the amount of gain which has been deferred as the result of the sale of a business or operating assets to a highly leveraged entity which deferred gain has been reflected in the accompanying statement of financial position as reduction from the related asset.
+ References
+ Details
Name: |
us-gaap_EquityMethodInvestmentDeferredGainOnSale |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe percentage of ownership of common stock or equity participation in the investee accounted for under the equity method of accounting.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
+ Details
Name: |
us-gaap_EquityMethodInvestmentOwnershipPercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionCash received on stock transaction after deduction of issuance costs.
+ References
+ Details
Name: |
us-gaap_SaleOfStockConsiderationReceivedOnTransaction |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionPer share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction.
+ References
+ Details
Name: |
us-gaap_SaleOfStockPricePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_CommonStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis=btct_MetChainCoLimitedMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.1.u1
X |
- DefinitionThe amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-1
+ Details
Name: |
us-gaap_Depreciation |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentNetAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.1.u1
Property and Equipment, Net (Details) - Schedule of Property and Equipment - USD ($) $ in Thousands |
Dec. 31, 2023 |
Dec. 31, 2022 |
Cost: |
|
|
Miners for Bitcoin |
$ 17,241
|
$ 15,219
|
Total cost |
17,241
|
15,219
|
Less: Accumulated depreciation |
4,539
|
1,816
|
Property and equipment, net |
$ 12,702
|
$ 13,403
|
X |
- References
+ Details
Name: |
btct_CostAbstract |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(8)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(14)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-1
+ Details
Name: |
us-gaap_AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount before accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(8)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(13)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-1
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentGross |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -SubTopic 10 -Topic 360 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(8)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 360 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480842/942-360-50-1
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount before accumulated depreciation, depletion and amortization of other physical assets used in the normal conduct of business to produce goods and services and not intended for resale.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -SubTopic 10 -Topic 360 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-1
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentOther |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
v3.24.1.u1
X |
- DefinitionAmount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 42 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-42
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 40 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-40
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 41 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-41
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 235 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-05(b)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479557/942-235-S99-1
+ Details
Name: |
us-gaap_Revenues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- Details
Name: |
srt_StatementGeographicalAxis=country_HK |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.1.u1
Short Term Loans (Details)
|
|
12 Months Ended |
|
Oct. 01, 2022
USD ($)
|
Dec. 31, 2023
USD ($)
|
Oct. 01, 2022
CNY (¥)
|
Short Term Loans [Member] |
|
|
|
Short Term Loans [Line Items] |
|
|
|
Maturity date |
Oct. 01, 2023
|
|
|
Remaining performance obligation, amount |
$ 1,000
|
|
¥ 6,897,200
|
Fixed interest rate |
12.00%
|
|
12.00%
|
Fee rate |
2.00%
|
|
2.00%
|
Loan guarantee unit |
147
|
|
|
Collateralized loan |
|
$ 181,500
|
|
Outstanding loan balance |
|
125,000
|
|
Asset Pledged as Collateral without Right [Member] |
|
|
|
Short Term Loans [Line Items] |
|
|
|
Pledged as collateral |
|
$ 4.09
|
|
X |
- References
+ Details
Name: |
btct_ShortTermLoansDetailsLineItems |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of assets pledged to secure a debt instrument.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 942 -SubTopic 470 -Section 50 -Paragraph 3 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480848/942-470-50-3
+ Details
Name: |
us-gaap_DebtInstrumentCollateralAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionDate when the debt instrument is scheduled to be fully repaid, in YYYY-MM-DD format.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482106/820-10-50-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22(a)(2)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_DebtInstrumentMaturityDate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFixed interest rate related to the interest rate derivative.
+ References
+ Details
Name: |
us-gaap_DerivativeFixedInterestRate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionRate of interest on investment.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section 55 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480493/946-210-55-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 320 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481800/320-10-50-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 320 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481800/320-10-50-5
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.12-12A(Column A)(Footnote 2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.12-12A(Column A)(Footnote 3)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.12-12(Column A)(Footnote 2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 6 -Subparagraph (SX 210.12-14(Column A)(Footnote 2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-6
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.12-12(Column A)(Footnote 4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.12-12B(Column A)(Footnote 3)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-3
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.12-12B(Column A)(Footnote 4)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-3
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 6 -Subparagraph (SX 210.12-14(Column A)(Footnote 3)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-6
+ Details
Name: |
us-gaap_InvestmentInterestRate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAmortized cost, after allowance for credit loss, of financing receivable. Excludes financing receivable covered under loss sharing agreement and net investment in lease.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(5)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481990/310-10-45-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 326 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479319/326-20-50-5
+ Details
Name: |
us-gaap_NotesReceivableNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of transaction price allocated to performance obligation that has not been recognized as revenue.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (a) -SubTopic 10 -Topic 606 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479806/606-10-50-13
+ Details
Name: |
us-gaap_RevenueRemainingPerformanceObligation |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionFor the form of debt having an initial term of less than one year or less than the normal operating cycle, if longer, the maximum amount borrowed at any time during the period.
+ References
+ Details
Name: |
us-gaap_ShorttermDebtMaximumAmountOutstandingDuringPeriod |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=us-gaap_NotesPayableOtherPayablesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_PledgedStatusAxis=us-gaap_AssetPledgedAsCollateralWithoutRightMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.1.u1
Earnings (Loss) Per Share (Details) - Schedule of Basic and Diluted Net Loss Per Share - USD ($) $ / shares in Units, $ in Thousands |
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Numerator: |
|
|
Net (loss)/income from continuing operations available to shareholders of the Company - basic (in Dollars) |
$ (2,824)
|
$ 5,637
|
Denominator |
|
|
Weighted average number of ordinary shares - basic |
1,494,333
|
682,779
|
Effect of dilutive securities |
|
|
Dilutive effect of non-vested shares |
1,494,333
|
682,779
|
Earnings/(losses) per share from discontinued operations — basic (in Dollars per share) |
|
$ 6.84
|
Earnings/(losses) per share from discontinued operations — diluted (in Dollars per share) |
|
6.84
|
Earnings/(losses) per share from continuing operations — basic (in Dollars per share) |
(1.89)
|
8.26
|
Earnings/(losses) per share from continuing operations — diluted (in Dollars per share) |
$ (1.89)
|
$ 8.26
|
Numerator: |
|
|
Net loss from discontinued operations available to shareholders of the Company - basic (in Dollars) |
|
$ 4,670
|
X |
- References
+ Details
Name: |
btct_DenominatorAbstract |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
btct_NumeratorAbstract |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
btct_NumeratorAbstract0 |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe amount of net income (loss) from continuing operations per each share of common stock or unit outstanding during the reporting period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-2
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-4
Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(23)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(25)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(27)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-7
Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-03(13)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-1
Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(20)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
Reference 15: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(19)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
+ Details
Name: |
us-gaap_IncomeLossFromContinuingOperationsPerBasicShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe amount of net income (loss) derived from continuing operations during the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-2
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-4
Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(23)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(25)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(27)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-7
Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-03(13)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-1
+ Details
Name: |
us-gaap_IncomeLossFromContinuingOperationsPerDilutedShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPer basic share amount, after tax, of income (loss) from the day-to-day business activities of the discontinued operation and gain (loss) from the disposal of the discontinued operation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(23)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(25)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(27)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-7
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(14)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_IncomeLossFromDiscontinuedOperationsNetOfTaxPerBasicShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPer diluted share amount, after tax, of income (loss) from the day-to-day business activities of the discontinued operation and gain (loss) from the disposal of the discontinued operation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-7
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 5 -Subparagraph (SAB Topic 5.E) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479836/810-10-S99-5
+ Details
Name: |
us-gaap_IncomeLossFromDiscontinuedOperationsNetOfTaxPerDilutedShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAdditional shares included in the calculation of diluted EPS as a result of the potentially dilutive effect of share based payment arrangements using the treasury stock method.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480454/718-10-45-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-22
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 23 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-23
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28A -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-28A
+ Details
Name: |
us-gaap_IncrementalCommonSharesAttributableToShareBasedPaymentArrangements |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-4
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 5 -Subparagraph (SAB Topic 6.B) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-5
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-10
Reference 11: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-31
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-11
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
+ Details
Name: |
us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) from discontinued operations available to common shareholders.
+ References
+ Details
Name: |
us-gaap_NetIncomeLossFromDiscontinuedOperationsAvailableToCommonShareholdersBasic |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe sum of dilutive potential common shares or units used in the calculation of the diluted per-share or per-unit computation.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
+ Details
Name: |
us-gaap_WeightedAverageNumberDilutedSharesOutstandingAdjustment |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-10
+ Details
Name: |
us-gaap_WeightedAverageNumberOfSharesOutstandingBasic |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.1.u1
X |
- References
+ Details
Name: |
btct_ScheduleOfBasicAndDilutedNetLossPerShareAbstract |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 5 -Subparagraph (SAB Topic 6.B) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-5
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 16 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-16
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 40 -Subparagraph (b)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-40
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 40 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-40
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 40 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-40
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 40 -Subparagraph (b)(3) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-40
+ Details
Name: |
us-gaap_NetIncomeLossAvailableToCommonStockholdersDiluted |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) from discontinued operations available to common shareholders.
+ References
+ Details
Name: |
us-gaap_NetIncomeLossFromDiscontinuedOperationsAvailableToCommonShareholdersDiluted |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
v3.24.1.u1
X |
- DefinitionShare based compensation description.
+ References
+ Details
Name: |
btct_ShareBasedCompensationDescription |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of excess stock shares of an entity that have been sold or granted to shareholders.
+ References
+ Details
Name: |
us-gaap_ExcessStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionDescription of terms of share-based payment arrangement. Includes, but is not limited to, type of award or grantee and reason for issuance.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardDescription |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 35 -Paragraph 1D -Publisher FASB -URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 35 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480483/718-10-35-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(3) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(ii) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iii) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iv) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iv)(01) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iv)(02) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iv)(03) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iv)(04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(2)(i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(2)(ii) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(2)(iii) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(2)(iii)(01) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(2)(iii)(02) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(2)(iii)(03) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (d)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (d)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (e)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (e)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f)(2)(i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f)(2)(ii) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f)(2)(iii) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f)(2)(iv) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f)(2)(v) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.1.u1
Equity (Details) $ / shares in Units, $ / shares in Units, ¥ in Thousands |
|
|
|
|
|
|
|
|
12 Months Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dec. 14, 2023
USD ($)
$ / shares
shares
|
Aug. 07, 2023
USD ($)
$ / shares
shares
|
Aug. 31, 2022
$ / shares
|
May 21, 2021
$ / shares
shares
|
Feb. 19, 2021
$ / shares
shares
|
Jan. 08, 2021
$ / shares
|
Mar. 30, 2020
USD ($)
shares
|
Jul. 10, 2018
HKD ($)
$ / shares
shares
|
Dec. 31, 2023
USD ($)
$ / shares
shares
|
Dec. 31, 2022
$ / shares
shares
|
Oct. 26, 2023
shares
|
Aug. 23, 2023
$ / shares
|
Jul. 14, 2023
shares
|
Nov. 30, 2022
$ / shares
|
Nov. 10, 2022
$ / shares
|
Nov. 10, 2022
CNY (¥)
shares
|
Aug. 04, 2022
$ / shares
shares
|
Jun. 29, 2022
USD ($)
$ / shares
shares
|
May 04, 2022
$ / shares
|
Dec. 31, 2021
shares
|
Nov. 09, 2021
$ / shares
shares
|
Sep. 01, 2021
$ / shares
shares
|
Jan. 04, 2021
shares
|
Dec. 31, 2020
shares
|
May 30, 2020
shares
|
Apr. 14, 2020
USD ($)
|
Mar. 26, 2020
USD ($)
|
Mar. 19, 2020
USD ($)
|
Feb. 28, 2020
USD ($)
|
Sep. 27, 2019
$ / shares
shares
|
Dec. 31, 2018
$ / shares
shares
|
Dec. 31, 2018
$ / shares
shares
|
Equity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares authorized |
|
|
|
|
|
|
|
|
|
25,000,000
|
25,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares par value (in Dollars per share) | $ / shares |
|
|
|
|
|
|
|
|
|
$ 0.06
|
$ 0.06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Authorized share capital | $ |
|
|
|
|
|
|
|
|
$ 380,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Authorized share capital, shares |
|
|
|
|
|
|
|
|
38,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Par value | (per share) |
|
|
|
|
|
|
|
|
$ 0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.0001
|
|
Increased its authorized share capital |
|
|
|
|
|
|
|
|
|
138,000
|
849,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares issued |
|
|
|
|
|
|
|
|
|
531,005
|
|
|
|
|
|
|
|
3,532,841
|
1,470,475
|
|
|
|
33,333,334
|
22,500,000
|
1,327,514
|
|
3,050,701
|
|
|
|
|
|
318,601,222
|
318,601,222
|
Repurchased ordinary shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,035
|
47,035
|
Price per share | (per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.06
|
|
|
|
|
$ 0.3
|
|
|
|
$ 0.6
|
$ 0.3
|
|
|
|
|
|
|
|
|
|
$ 0.01
|
Converted ordinary shares |
|
|
|
|
|
|
|
48,391,607
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrelated investors (in Dollars) | $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 6,000
|
$ 4,000
|
$ 6,000
|
|
|
|
Investor failed to pay the purchase price (in Dollars) | $ |
|
|
|
|
|
|
|
$ 6,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 4,000
|
|
|
|
|
|
|
Ordinary shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,050,701
|
|
|
|
|
|
|
|
Issued and outstanding ordinary shares percentage |
|
|
|
|
|
|
|
|
|
1.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional issued and outstanding ordinary shares percentage |
|
|
|
|
|
|
|
|
|
1.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares value (in Yuan Renminbi) | ¥ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
¥ 7,120,478
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares issued |
|
|
|
|
|
|
|
|
|
2,097,535
|
1,044,009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gross proceeds (in Dollars) | $ |
|
$ 1,014,286
|
$ 1,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross proceeds price per share (in Dollars per share) | $ / shares |
|
$ 3.342
|
$ 5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares outstanding |
|
|
|
|
|
|
|
|
|
2,097,535
|
1,044,009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,705,000
|
|
|
|
|
|
|
|
|
Reduced exercise price (in Dollars per share) | $ / shares |
|
|
|
$ 0.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross proceeds (in Dollars) | $ |
|
|
|
|
|
|
|
|
|
$ 6,192,286.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants to purchase ordinary shares |
|
|
|
|
|
336,001
|
|
|
|
2,629,812
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants exercise price (in Dollars per share) | $ / shares |
|
|
|
345
|
|
|
|
|
|
$ 1.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price of the warrants (in Dollars per share) | $ / shares |
|
|
|
|
|
$ 2.5
|
|
|
|
$ 11.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding warrants percentage |
|
|
|
|
|
|
|
|
|
55.50%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agent fees (in Dollars) | $ |
|
|
|
|
|
|
|
|
|
$ 5,730,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Offering description |
|
|
|
|
|
|
|
|
|
the Company offered 22,500,000 ordinary shares, par value US$0.0001 per share at a purchase price of US$0.30 per share.
The Company also offered 177,500,000 pre-funded warrants to purchase 177,500,000 ordinary shares, exercisable at an exercise price of
$0.0001 per share (the “Pre-funded Warrants”, each a “Pre-funded Warrant”), to those purchasers whose purchase
of ordinary shares in the offering would otherwise result in the purchaser, together with its affiliates and certain related parties,
beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding ordinary shares immediately
following the consummation of the offering. The purchase price of each Pre-funded Warrant is $0.2999, which equals the price per ordinary
share being sold to the public in that offering, minus $0.0001. The Pre-funded Warrants became immediately exercisable upon issuance
and may be exercised at any time until all of the Pre-funded Warrants are exercised in full.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reverse Split description |
|
|
|
|
|
|
|
|
|
the Company became exercisable for 1/30 ordinary share of the Company,
and the exercise price of Company’s outstanding warrants was increased to US$9.00, adjusted from $0.30 prior to the Reverse Split
and representing the temporarily reduced price based on the Company’s Tender Offer Statement on Schedule TO, as amended and supplemented,
originally filed by the Company with the U.S. Securities and Exchange Commission on December 7, 2020 (the “Tender Offer”).
Based on the terms of the Tender Offer, following the date on which the closing price of the Company’s ordinary shares has been
equal to or greater than $90.00 per share for at least twenty (20) trading days during the preceding thirty (30) trading day period,
the exercise price of the Company’s outstanding warrants would be increased to US$345.00.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares description |
|
|
|
|
|
|
|
|
|
the Company offered 22,899,047 ordinary shares, par value US$0.003 per share, consisting of (a) 1,470,475 ordinary shares
issuable upon the exercise of pre-funded warrants (the “Pre-Funded Warrants”) and (b) 21,428,572 ordinary shares issuable
upon the exercise of investor warrants (the “Investor Warrants”). Each Pre-Funded Warrant is exercisable for $0.001 per ordinary
share and may be exercised at any time until all the Pre-Funded Warrants are exercised in full; and each Investor Warrant has an exercise
price of $0.70 per share, is exercisable on or after August 8, 2022 and will expire on August 9, 2027.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary Shares [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares authorized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
500,000,000
|
|
|
Ordinary shares par value (in Dollars per share) | $ / shares |
|
|
|
|
$ 0.0001
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.003
|
|
$ 0.0001
|
|
$ 0.003
|
|
$ 0.0001
|
$ 0.0001
|
|
|
|
|
|
|
|
$ 0.0001
|
|
|
Par value | $ / shares |
|
|
|
$ 90
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.0001
|
|
Divided share capital |
|
|
|
|
|
|
|
|
|
1,053,526
|
475,436
|
[1] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increased its authorized share capital |
|
|
|
|
|
|
|
|
|
209,753
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares issued |
|
|
|
|
40,000,000
|
|
|
|
|
1,364,512
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Price per share | $ / shares |
|
|
|
|
$ 1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross proceeds price per share (in Dollars per share) | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares outstanding |
[1] |
|
|
|
|
|
|
|
|
2,097,535
|
1,044,009
|
|
|
|
|
|
|
|
|
|
|
568,572
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Authorized share capital | $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Authorized share capital, shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,666,667
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Price per share | $ / shares |
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum [Member] | Ordinary Shares [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares par value (in Dollars per share) | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Authorized share capital | $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 1,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Authorized share capital, shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
500,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Price per share | $ / shares |
|
|
|
|
2.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum [Member] | Ordinary Shares [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares par value (in Dollars per share) | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares par value (in Dollars per share) | $ / shares |
|
|
|
|
0.0001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Par value | $ / shares |
|
|
|
|
$ 1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares issued |
|
|
|
|
40,000,000
|
336,001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reduced exercise price (in Dollars per share) | $ / shares |
|
|
|
|
$ 1
|
|
$ 1.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of warrants |
|
|
|
|
|
|
|
|
|
4,423,062
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individual Investor [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares par value (in Dollars per share) | $ / shares |
|
|
$ 0.06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares issued |
|
|
200,000
|
|
|
|
|
|
|
|
|
|
|
|
227,456
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Individual Investors [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares par value (in Dollars per share) | $ / shares |
|
$ 0.06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares issued |
|
303,497
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gross proceeds (in Dollars) | $ |
|
$ 1,014,286
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross proceeds price per share (in Dollars per share) | $ / shares |
|
$ 3.342
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joint Venture [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity interests percentage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.30%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset Purchase Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares issued |
|
|
|
|
|
|
|
|
|
|
|
|
276,572
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Meten International [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Par value | $ / shares |
|
|
|
|
|
|
|
|
$ 0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Divided share capital |
|
|
|
|
|
|
|
|
47,035
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increased its authorized share capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
500,000,000
|
500,000,000
|
Price per share | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.01
|
Merger agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares issued |
|
|
|
|
|
|
|
318,601,222
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EdtechX [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares issued |
|
|
|
|
|
|
|
1,971,505
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment cost (in Dollars) | $ |
|
|
|
|
|
|
|
|
|
$ 20,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share purchase |
|
|
|
|
|
|
|
|
|
2,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
- DefinitionMaximum number of shares that may be issued in accordance with the plan as a proportion of outstanding capital stock.
+ References
+ Details
Name: |
btct_AdditionalShareBasedCompensationArrangementByShareBasedPaymentAwardPercentageOfOutstandingStockMaximum |
Namespace Prefix: |
btct_ |
Data Type: |
dtr:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe amount of authorized share capital.
+ References
+ Details
Name: |
btct_AuthorizedShareCapital |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionOrdinary shares description.
+ References
+ Details
Name: |
btct_OrdinarySharesDescription |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPercentage of warrants outstanding.
+ References
+ Details
Name: |
btct_WarrantsOutstandingPercentage |
Namespace Prefix: |
btct_ |
Data Type: |
dtr:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionWarrants to purchase Ordinary Shares.
+ References
+ Details
Name: |
btct_WarrantsToPurchaseOrdinaryShares |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPercentage of equity in the acquiree held by the acquirer immediately before the acquisition date in a business combination.
+ References
+ Details
Name: |
us-gaap_BusinessCombinationStepAcquisitionEquityInterestInAcquireePercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAmount of deductions from cost to investors of capital shares or other capital units for fees, loads and other charges.
+ References
+ Details
Name: |
us-gaap_CapitalUnitsDeductionsFromTotalCostToInvestors |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionCost to investors of each class of capital shares or other capital units.
+ References
+ Details
Name: |
us-gaap_CapitalUnitsTotalCostToInvestors |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef -Topic 272 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483014/272-10-45-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 272 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482987/272-10-50-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(d)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-14
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-18
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(27)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(i)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(i)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(i)(2)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(i)(2)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3
+ Details
Name: |
us-gaap_ClassOfStockLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionExercise price per share or per unit of warrants or rights outstanding.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-3
+ Details
Name: |
us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of warrants or rights outstanding.
+ References
+ Details
Name: |
us-gaap_ClassOfWarrantOrRightOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionFace amount or stated value per share of common stock.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of common shares permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionTotal number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionStated value of common units of ownership issued by a limited liability company (LLC).
+ References
+ Details
Name: |
us-gaap_CommonUnitIssuanceValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe number of new shares issued in the conversion of stock in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-4
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-3
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-5
+ Details
Name: |
us-gaap_ConversionOfStockSharesIssued1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of excess stock shares of an entity that have been sold or granted to shareholders.
+ References
+ Details
Name: |
us-gaap_ExcessStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- Definition
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section 55 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480493/946-210-55-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480524/946-210-50-6
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (a)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480524/946-210-50-6
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-12
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (a)(3) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480524/946-210-50-6
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(d)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.12-12(Column C)(Footnote 8)(a)(3)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.12-12B(Column C)(Footnote 11)(a)(3)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-3
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 6 -Subparagraph (SX 210.12-14(Column F)(Footnote 5)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-6
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 19 -Subparagraph (3) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-19
+ Details
Name: |
us-gaap_InvestmentOwnedAtCost |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares of investment owned.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480524/946-210-50-6
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section 55 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480493/946-210-55-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480524/946-210-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.12-12(Column B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.12-12B(Column B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 6 -Subparagraph (SX 210.12-14(Column B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-6
+ Details
Name: |
us-gaap_InvestmentOwnedBalanceShares |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe number of limited partner units authorized to be issued.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 5 -Subparagraph (SAB Topic 4.F) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-5
+ Details
Name: |
us-gaap_LimitedPartnersCapitalAccountUnitsAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe cash inflow associated with the amount received from holders exercising their stock warrants.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 14 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-14
+ Details
Name: |
us-gaap_ProceedsFromWarrantExercises |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionPer share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction.
+ References
+ Details
Name: |
us-gaap_SaleOfStockPricePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of non-option equity instruments exercised by participants.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iv)(2) -SubTopic 10 -Topic 718 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercised |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionMaximum number of shares that may be issued in accordance with the plan as a proportion of outstanding capital stock.
+ References
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardPercentageOfOutstandingStockMaximum |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPrice of a single share of a number of saleable stocks of a company.
+ References
+ Details
Name: |
us-gaap_SharePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares of stock issued as of the balance sheet date, including shares that had been issued and were previously outstanding but which are now held in the treasury.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
+ Details
Name: |
us-gaap_SharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionPer share or per unit amount of equity securities issued.
+ References
+ Details
Name: |
us-gaap_SharesIssuedPricePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares issued which are neither cancelled nor held in the treasury.
+ References
+ Details
Name: |
us-gaap_SharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of new stock issued during the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481004/946-505-50-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(i)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesNewIssues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe remaining number of shares authorized to be repurchased by an entity's Board of Directors under a stock repurchase plan.
+ References
+ Details
Name: |
us-gaap_StockRepurchaseProgramRemainingNumberOfSharesAuthorizedToBeRepurchased |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionDescription of the reverse stock split arrangement. Also provide the retroactive effect given by the reverse split that occurs after the balance sheet date but before the release of financial statements.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 4 -Subparagraph (SAB Topic 4.C) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-4
+ Details
Name: |
us-gaap_StockholdersEquityReverseStockSplit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPer share decrease in exercise price of warrant. Excludes change due to standard antidilution provision.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-3
+ Details
Name: |
us-gaap_WarrantExercisePriceDecrease |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPer share increase in exercise price of warrant. Excludes change due to standard antidilution provision.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-3
+ Details
Name: |
us-gaap_WarrantExercisePriceIncrease |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_CommonStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_RangeAxis=srt_MinimumMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_RangeAxis=srt_MaximumMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ClassOfWarrantOrRightAxis=us-gaap_WarrantMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_TitleOfIndividualAxis=btct_IndividualInvestorMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_TitleOfIndividualAxis=btct_ThreeIndividualInvestorsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_BusinessAcquisitionAxis=btct_JointVentureMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_BusinessAcquisitionAxis=btct_AssetPurchaseAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.1.u1
v3.24.1.u1
Related Party Transactions (Details) - Schedule of Major Transactions with Related Parties - USD ($) $ in Thousands |
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Advances from related parties |
|
|
Total |
|
$ 3,801
|
Repayment of advances from related parties |
|
|
Total |
2,683
|
1,485
|
Mr. Guo Yupeng [Member] |
|
|
Advances from related parties |
|
|
Total |
|
290
|
Mr. Zhao Jishuang [Member] |
|
|
Advances from related parties |
|
|
Total |
|
1,469
|
Repayment of advances from related parties |
|
|
Total |
2,455
|
1,485
|
Met Chain Co.,Limited [Member] |
|
|
Advances from related parties |
|
|
Total |
|
$ 2,042
|
Met Chain Co.,Limited [Member] |
|
|
Repayment of advances from related parties |
|
|
Total |
$ 228
|
|
X |
- DefinitionAmount of liabilities classified as other, due within one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_OtherLiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
v3.24.1.u1
X |
- References
+ Details
Name: |
btct_CurrentAbstract |
Namespace Prefix: |
btct_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionSum of the carrying values as of the balance sheet date of the portions of long-term notes payable due within one year or the operating cycle if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19,20) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_NotesPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
v3.24.1.u1
X |
- DefinitionAmount of capital expenditure attributable to discontinued operations.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5B -Subparagraph (c)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-5B
+ Details
Name: |
us-gaap_CapitalExpenditureDiscontinuedOperations |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_DisclosureTextBlockSupplementAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.1.u1
Subsequent Events (Details) - USD ($)
|
Mar. 12, 2024 |
Dec. 14, 2023 |
Aug. 07, 2023 |
Jan. 05, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Nov. 30, 2022 |
Nov. 10, 2022 |
Aug. 04, 2022 |
May 04, 2022 |
Nov. 09, 2021 |
Sep. 01, 2021 |
May 21, 2021 |
Jan. 04, 2021 |
May 30, 2020 |
Sep. 27, 2019 |
Dec. 31, 2018 |
Subsequent Events [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares, issued |
|
|
|
|
2,097,535
|
1,044,009
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares, par value (in Dollars per share) |
|
|
|
|
$ 0.06
|
$ 0.06
|
|
|
|
|
|
|
|
|
|
|
|
Total gross proceeds (in Dollars) |
|
$ 1,014,286
|
$ 1,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross proceeds price per share (in Dollars per share) |
|
$ 3.342
|
$ 5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares, issued |
|
|
|
|
531,005
|
|
|
3,532,841
|
1,470,475
|
|
33,333,334
|
22,500,000
|
|
1,327,514
|
3,050,701
|
|
318,601,222
|
Ordinary shares, issued |
|
|
|
|
138,000
|
849,000
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Events [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares, par value (in Dollars per share) |
|
|
|
|
|
|
|
$ 0.003
|
$ 0.0001
|
$ 0.003
|
$ 0.0001
|
$ 0.0001
|
$ 0.0001
|
|
|
$ 0.0001
|
|
Gross proceeds price per share (in Dollars per share) |
|
|
|
|
|
|
$ 0.003
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares, issued |
|
|
|
|
1,364,512
|
|
|
|
|
|
|
|
40,000,000
|
|
|
|
|
Ordinary shares, issued |
|
|
|
|
209,753
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Events [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares, issued |
|
|
|
303,497
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Individual Investors [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Events [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares, issued |
|
303,497
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares, par value (in Dollars per share) |
|
$ 0.06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gross proceeds (in Dollars) |
|
$ 1,014,286
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross proceeds price per share (in Dollars per share) |
|
$ 3.342
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forecast [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Events [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition amount (in Dollars) |
$ 3,400,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
- DefinitionAmount of consideration transferred in asset acquisition. Includes, but is not limited to, cash, liability incurred by acquirer, and equity interest issued by acquirer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 805 -SubTopic 50 -Name Accounting Standards Codification -Section 55 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479908/805-50-55-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 805 -SubTopic 50 -Name Accounting Standards Codification -Section 25 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480060/805-50-25-1
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 805 -SubTopic 50 -Name Accounting Standards Codification -Section 30 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480027/805-50-30-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 805 -SubTopic 50 -Name Accounting Standards Codification -Section 30 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480027/805-50-30-2
+ Details
Name: |
us-gaap_AssetAcquisitionConsiderationTransferred |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionFace amount or stated value per share of common stock.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionTotal number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of excess stock shares of an entity that have been sold or granted to shareholders.
+ References
+ Details
Name: |
us-gaap_ExcessStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionPer share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction.
+ References
+ Details
Name: |
us-gaap_SaleOfStockPricePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares of stock issued as of the balance sheet date, including shares that had been issued and were previously outstanding but which are now held in the treasury.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
+ Details
Name: |
us-gaap_SharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionDetail information of subsequent event by type. User is expected to use existing line items from elsewhere in the taxonomy as the primary line items for this disclosure, which is further associated with dimension and member elements pertaining to a subsequent event.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481674/830-30-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483399/855-10-50-2
+ Details
Name: |
us-gaap_SubsequentEventLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_CommonStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_SubsequentEventTypeAxis=us-gaap_SubsequentEventMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_TitleOfIndividualAxis=btct_ThreeIndividualInvestorsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_StatementScenarioAxis=srt_ScenarioForecastMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
BTC Digital (NASDAQ:METX)
Gráfico Histórico do Ativo
De Set 2024 até Out 2024
BTC Digital (NASDAQ:METX)
Gráfico Histórico do Ativo
De Out 2023 até Out 2024