EXHIBIT 99.3
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
On February 28, 2025, Paranovus Entertainment Technology Ltd., (“Paranovus” or “the Company”), a holding company incorporated under the laws of the Cayman Islands entered into a Securities Purchase Agreement (the “SPA”) with Bomie Wookoo Inc.(“BW”) and stockholders of BW, to acquire 51% equity interest in BW with an aggregate of $22,440,000 in cash.
The following unaudited pro forma combined financial statements were prepared by applying certain pro forma adjustments to the historical financial statements of the Company. The pro forma adjustments give effect to the transaction described above.
The unaudited pro forma combined statements of operations of Paranovus and BW for the six months ended September 30, 2024 and for the year ended March 31, 2024, give effect to the transaction as if it had occurred on April 1, 2023.
These unaudited pro forma combined financial statements do not purport to represent what our results of operations or financial condition would have been had the transaction actually occurred on the assumed dates, nor do they purport to project our results of operations or financial condition for any future period or future date. You should read these unaudited pro forma combined financial statements in conjunction with the historical financial statements, including the related notes.
1 |
PRO FORMA COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2024
(UNAUDITED)
|
| (A) Paranovus |
|
| (B) BW |
|
| Pro Forma Adjustments |
|
| Pro Forma Balance Sheet |
| ||||
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Current assets |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cash and cash equivalents |
| $ | 105,049 |
|
| $ | 240,519 |
|
| $ | - |
|
| $ | 345,568 |
|
Accounts receivable, net |
|
| - |
|
|
| 8,000 |
|
|
| - |
|
|
| 8,000 |
|
Short-term investments |
|
| 27,156,977 |
|
|
| - |
|
|
| (22,400,000 | ) (1) |
|
| 4,756,977 |
|
Inventories, net |
|
| - |
|
|
| 1,061,787 |
|
|
| - |
|
|
| 1,061,787 |
|
Prepaid expenses and other current assets |
|
| 1,501,651 |
|
|
| 150,000 |
|
|
| - |
|
|
| 1,651,651 |
|
Total current assets |
|
| 28,763,677 |
|
|
| 1,460,306 |
|
|
| (22,400,000 | ) |
|
| 7,823,983 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
| 3,376,186 |
|
|
| - |
|
|
| 18,153,151 | (2) |
|
| 21,529,337 |
|
Property, plant and equipment, net |
|
| - |
|
|
| 24,874 |
|
|
| - |
|
|
| 24,874 |
|
Intangible, net |
|
| 1,298,333 |
|
|
| - |
|
|
| 8,200,000 | (3) |
|
| 9,498,333 |
|
Operating lease assets |
|
| - |
|
|
| 171,194 |
|
|
| - |
|
|
| 171,194 |
|
TOTAL ASSETS |
| $ | 33,438,196 |
|
| $ | 1,656,374 |
|
| $ | 3,953,151 |
|
| $ | 39,047,721 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
| $ | - |
|
| $ | 1,127,122 |
|
| $ | - |
|
| $ | 1,127,122 |
|
Contract liabilities |
|
| - |
|
|
| 88,691 |
|
|
| - |
|
|
| 88,691 |
|
Other payables and accrued liabilities |
|
| 2,454,691 |
|
|
| 7,389 |
|
|
| - |
|
|
| 2,462,080 |
|
Due to the related parties |
|
| 835,046 |
|
|
| 83,309 |
|
|
| - |
|
|
| 918,355 |
|
Taxes payable |
|
| - |
|
|
| 14,483 |
|
|
| - |
|
|
| 14,483 |
|
Current operating lease liabilities |
|
| - |
|
|
| 208,225 |
|
|
| - |
|
|
| 208,225 |
|
Total current liabilities |
|
| 3,289,737 |
|
|
| 1,529,219 |
|
|
| - |
|
|
| 4,818,956 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other non-current liabilities |
|
| 158,347 |
|
|
| - |
|
|
| - |
|
|
| 158,347 |
|
TOTAL LIABILITIES |
|
| 3,448,084 |
|
|
| 1,529,219 |
|
|
| - |
|
|
| 4,977,303 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares |
|
| 673,300 |
|
|
| - |
|
|
| - |
|
|
| 673,300 |
|
Additional paid-in capital |
|
| 91,318,726 |
|
|
| - |
|
|
| - |
|
|
| 91,318,726 |
|
(Accumulated deficit) Retained earnings |
|
| (64,135,066 | ) |
|
| 127,155 |
|
|
| (127,155 | )(4) |
|
| (64,135,066 | ) |
Accumulated other comprehensive income |
|
| 2,133,152 |
|
|
| - |
|
|
| - |
|
|
| 2,133,152 | ) |
Total Paranovus Entertainment Technology Ltd.’s shareholders’ equity |
|
| 29,990,112 |
|
|
| 127,155 |
|
|
| (127,155 | ) |
|
| 29,990,112 |
|
Non-controlling interest |
|
| - |
|
|
| - |
|
|
| 4,080,306 | (4) |
|
| 4,080,306 | ) |
Total shareholders’ equity |
|
| 29,990,112 |
|
|
| 127,155 |
|
|
| 3,953,151 |
|
|
| 34,070,418 |
|
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
| $ | 33,438,196 |
|
| $ | 1,656,374 |
|
| $ | 3,953,151 |
|
| $ | 39,047,721 |
|
Pro Forma Adjustments to the Unaudited Combined Balance Sheet
(A) | Derived from the unaudited consolidated balance sheet of Paranovus as of September 30, 2024. |
(B) | Derived from the unaudited combined balance sheet of BW as of September 30, 2024. |
(1) | Decrease in short-term investments is related to the payment to be made to the sellers. |
(2) | Reflects the goodwill generated from the transaction. |
(3) | Reflects the acquired identified intangible assets from the transaction. |
(4) | Reflects the elimination of the historical retained earnings and non-controlling interests of BW, the accounting acquiree. |
|
|
2 |
PRO FORMA COMBINED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
SIX MONTHS ENDED SEPTEMBER 30, 2024
(UNAUDITED)
|
| (A) Paranovus |
|
| (B) BW |
|
| Pro Forma Adjustments |
|
| Pro Forma Statement of Operations and Comprehensive Loss |
| ||||
Revenues |
| $ | 68,454 |
|
| $ | 3,819,487 |
|
| $ | - |
|
| $ | 3,887,941 |
|
Cost of revenues |
|
| (59,178 | ) |
|
| (4,211,192 | ) |
|
| - |
|
|
| (4,270,370 | ) |
Gross profit (loss) |
|
| 9,276 |
|
|
| (391,705 | ) |
|
| - |
|
|
| (382,429 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and marketing |
|
| (4,101 | ) |
|
| (914,370 | ) |
|
| - |
|
|
| (918,471 | ) |
General and administrative |
|
| (1,161,912 | ) |
|
| (1,180,438 | ) |
|
| - |
|
|
| (2,342,350 | ) |
Total operating expenses |
|
| (1,166,013 | ) |
|
| (2,094,808 | ) |
|
| - |
|
|
| (3,260,821 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
| (1,156,737 | ) |
|
| (2,486,513 | ) |
|
| - |
|
|
| (3,643,250 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
| 153 |
|
|
| - |
|
|
| - |
|
|
| 153 |
|
Interest expense |
|
| (113,185 | ) |
|
| - |
|
|
| - |
|
|
| (113,185 | ) |
Other loss (income), net |
|
| (22,654 | ) |
|
| 9 |
|
|
| - |
|
|
| (22,645 | ) |
Total other loss (income), net |
|
| (135,686 | ) |
|
| 9 |
|
|
| - |
|
|
| (135,677 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations before income taxes |
|
| (1,292,423 | ) |
|
| (2,486,504 | ) |
|
| - |
|
|
| (3,778,927 | ) |
Income tax expenses |
|
| - |
|
|
| (108 | ) |
|
| - |
|
|
| (108 | ) |
Net loss from continuing operations |
|
| (1,292,423 | ) |
|
| (2,486,612 | ) |
|
| - |
|
|
| (3,779,035 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss from discontinued operations before tax |
|
| (937,477 | ) |
|
| - |
|
|
| - |
|
|
| (937,477 | ) |
Gain on disposal of discontinued operations |
|
| 51,853 |
|
|
| - |
|
|
| - |
|
|
| 51,853 |
|
Net loss from discontinued operations |
|
| (885,624 | ) |
|
| - |
|
|
| - |
|
|
| (885,624 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
| (2,178,047 | ) |
|
| (2,486,612 | ) |
|
| - |
|
|
| (4,664,659 | ) |
Less: Net income attributable to noncontrolling interest |
|
| (412,181 | ) |
|
| - |
|
|
| 1,218,440 |
|
|
| 806,259 |
|
Net loss attributable to Paranovus Entertainment Technology Limited |
|
| (1,765,866 | ) |
|
| (2,486,612 | ) |
|
| (1,218,440 | ) |
|
| (5,470,918 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
| (412,467 | ) |
|
| - |
|
|
| - |
|
|
| (412,467 | ) |
Comprehensive loss |
|
| (2,590,514 | ) |
|
| (2,486,612 | ) |
|
| - |
|
|
| (5,077,126 | ) |
Less: comprehensive loss attributable to non-controlling interests: |
|
| (412,181 | ) |
|
| - |
|
|
| - |
|
|
| (412,181 | ) |
Comprehensive loss attributable to the Company |
| $ | (2,178,333 | ) |
| $ | (2,486,612 | ) |
| $ | - |
|
| $ | (4,664,945 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss per ordinary share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations basic and diluted |
|
| (0.05 | ) |
|
| - |
|
|
| - |
|
|
| (0.15 | ) |
Basic and diluted loss per ordinary share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations basic and diluted |
|
| (0.04 | ) |
|
| - |
|
|
| - |
|
|
| (0.04 | ) |
Weighted average number of ordinary shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
|
| 25,125,382 |
|
|
| - |
|
|
| - |
|
|
| 25,125,382 |
|
Pro Forma Adjustments to the Unaudited Combined Statement of Operations and Comprehensive Loss
(A) | Derived from the unaudited consolidated statement of operations and comprehensive loss of Paranovus for the six months ended September 30, 2024. |
(B) | Derived from the unaudited combined statement of operations and comprehensive loss of BW for the six months ended September 30, 2024. |
(1) | The calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the transaction is being reflected as if it had occurred on April 1, 2023, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares have been outstanding on April 1, 2023. |
3 |
PRO FORMA COMBINED STATEMENT OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
YEAR ENDED MARCH 31, 2024
(UNAUDITED)
|
| (A) Paranovus |
|
| (B) BW |
|
| Pro Forma Adjustments |
|
| Pro Forma Statement of Operations and Comprehensive (Loss) Income |
| ||||
Revenues |
| $ | 6,544,819 |
|
| $ | 11,341,398 |
|
| $ | - |
|
| $ | 17,886,217 |
|
Cost of revenues |
|
| (6,535,678 | ) |
|
| (6,870,067 | ) |
|
| - |
|
|
| (13,405,745 | ) |
Gross profit |
|
| 9,141 |
|
|
| 4,471,331 |
|
|
| - |
|
|
| 4,480,472 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and marketing |
|
| (38,317 | ) |
|
| (518,262 | ) |
|
| - |
|
|
| (556,579 | ) |
General and administrative |
|
| (2,784,628 | ) |
|
| (1,303,968 | ) |
|
| - |
|
|
| (4,088,596 | ) |
Goodwill impairment |
|
| (1,807,850 | ) |
|
| - |
|
|
|
|
|
|
| (1,807,850 | ) |
Total operating expenses |
|
| (4,630,795 | ) |
|
| (1,822,230 | ) |
|
| - |
|
|
| (6,453,025 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
| (4,621,654 | ) |
|
| 2,649,101 |
|
|
| - |
|
|
| (1,972,553 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
| 345 |
|
|
| - |
|
|
| - |
|
|
| 345 |
|
Interest expense |
|
| (39,167 | ) |
|
| - |
|
|
| - |
|
|
| (39,167 | ) |
Other income, net |
|
| 870,303 |
|
|
| 10,039 |
|
|
| - |
|
|
| 880,342 |
|
Total other income, net |
|
| 831,481 |
|
|
| 10,039 |
|
|
| - |
|
|
| 841,520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from continuing operations before income taxes |
|
| (3,790,173 | ) |
|
| 2,659,140 |
|
|
| - |
|
|
| (1,131,033 | ) |
Income tax expenses |
|
|
|
|
|
| (16,531 | ) |
|
| - |
|
|
| (16,531 | ) |
Net (loss) income from continuing operations |
|
| (3,790,173 | ) |
|
| 2,642,609 |
|
|
| - |
|
|
| (1,147,564 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss from discontinued operations before tax |
|
| (13,780,209 | ) |
|
| - |
|
|
| - |
|
|
| (13,780,209 | ) |
Gain on disposal of discontinued operations |
|
| 7,547,428 |
|
|
| - |
|
|
| - |
|
|
| 7,547,428 |
|
Income tax expenses on discontinued operations |
|
| 95,630 |
|
|
| - |
|
|
| - |
|
|
| 95,630 |
|
Net loss from discontinued operations |
|
| (6,137,151 | ) |
|
| - |
|
|
| - |
|
|
| (6,137,151 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
|
| (9,927,324 | ) |
|
| 2,642,609 |
|
|
| - |
|
|
| (7,284,715 | ) |
Less: Net loss attributable to noncontrolling interest |
|
| 198,867 |
|
|
| - |
|
|
| (1,294,878 | ) |
|
| (1,096,011 | ) |
Net (loss) income attributable to Paranovus Entertainment Technology Limited |
|
| (10,126,191 | ) |
|
| 2,642,609 |
|
|
| 1,294,878 |
|
|
| (6,188,704 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
| 3,222,698 |
|
|
| - |
|
|
| - |
|
|
| 3,222,698 |
|
Comprehensive (loss) income |
|
| (6,704,626 | ) |
|
| 2,642,609 |
|
|
| - |
|
|
| (4,062,017 | ) |
Less: comprehensive income attributable to non-controlling interests: |
|
| 274,960 |
|
|
| - |
|
|
| - |
|
|
| 274,960 |
|
Comprehensive (loss) income attributable to the Company |
| $ | (6,979,586 | ) |
| $ | 2,642,609 |
|
| $ | - |
|
| $ | (4,336,977 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss per ordinary share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations basic and diluted |
|
| (0.80 | ) |
|
| - |
|
|
| - |
|
|
| (0.24 | ) |
Basic and diluted loss per ordinary share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations basic and diluted |
|
| (1.30 | ) |
|
| - |
|
|
| - |
|
|
| (0.76 | ) |
Weighted average number of ordinary shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
|
| 4,732,726 |
|
|
| - |
|
|
| - |
|
|
| 4,732,726 |
|
Pro Forma Adjustments to the Unaudited Combined Statement of Operations and Comprehensive (Loss) Income
(A) | Derived from the audited consolidated statement of operations and comprehensive income of Paranovus for the year ended March 31, 2024. |
(B) | Derived from the audited combined statement of operations and comprehensive income of BW for the year ended March 31, 2024. |
(2) | The calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the transaction is being reflected as if it had occurred on April 1, 2023, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares have been outstanding on April 1, 2023. |
4 |