Equity |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||
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| EQUITY | NOTE 12 — EQUITY
Ordinary shares
As at December 31, 2023 and December 31, 2024, the Company is authorized to issue 10,000,000 ordinary shares. Each ordinary share is entitled to one vote. The holders of ordinary shares are also entitled to receive dividends whenever funds are legally available and when declared by the Board of Directors of the Company.
The equity of the Company as of December 31, 2024 and 2023 represents 113,852 and 50,747 ordinary shares with par value of $. The number of shares as above have taken into consideration the reverse stock splits effected on February 11, 2025 at an exchange ratio of one (1) share for twenty (20) shares and on May 5, 2025 at an exchange ratio of one (1) share for ten (10) shares. Pursuant to ASC 505 the reverse stock split has been applied retrospectively. Additional paid-in capital
Note 1: On January 10, 2023, the Company issued 137 ordinary shares to professional party for consulting service of 10 years, increasing the additional paid-in capital by $812,300. On December 4, 2023, the Company issued additional 345 shares to DoubleClick Services Limited for consulting service of 10 years, increasing the additional paid-in capital by $2,054,556. During 2024, the service scope and duration were reduced and the service value was adjusted accordingly pursuant to addendums to respective agreements
Note 2: On November 21, 2024, the Company entered into a Common Shares Purchase Agreement (the “White Lion Purchase Agreement”) with White Lion Capital, LLC (“White Lion”) and a related Registration Rights Agreement (the “RRA”). Pursuant to the White Lion Purchase Agreement, the Company has the right, but not the obligation, to require White Lion to purchase, within 36 months from the Agreement effective date up to One Hundred Million Dollars ($100,000,000) in aggregate gross purchase price of newly issued Ordinary Shares, with an automatic increase to Three Hundred Million Dollars ($300,000,000) upon any substantial M&A or Material Transaction (as defined in the White Lion Purchase Agreement) and a further option to increase to Five Hundred Million Dollars ($500,000,000) after Two Hundred and Fifty Million Dollars ($250,000,000) has been issued and sold to White Lion under the White Lion Purchase Agreement, subject to certain limitations and conditions set forth in the White Lion Purchase Agreement. The White Lion Purchase Agreement was included as Exhibit 10.27 of the Form F-1 registration statement filed on December 5, 2024.
On December 10, 2024, 3,500 Class A Ordinary Shares were issued to White Lion amounting $276,850, in consideration for White Lion’s commitment pursuant to the White Lion Purchase Agreement. In addition, on December 12, 2024, pursuant to this Agreement, the Company issued 19,000 Class A Ordinary Shares for a purchase price of $1,572,186. On December 24, 2024, the Company issued 2,500 Class A Ordinary Shares for a purchase price of $160,050. On December 31, 2024, the Company issued 3,000 Class A Ordinary Shares for a purchase price of $204,000.
Note 3: Upon de-spac business combination, additional paid-in capital and capital reserve of Legacy NewGenIvf was combined with additional paid-in capital and accumulated net losses of the A SPAC I Acquisition Corp and added into the additional paid-in capital of NewGenIvf Group upon the reverse take-over. |