v3.26.1
Acquisition of Alpha Mind
 6 Months Ended
Mar. 31, 2026
Acquisition of Alpha Mind [Abstract]  
ACQUISITION OF ALPHA MIND
3. ACQUISITION OF ALPHA MIND

 

On December 28, 2023, the Company completed the acquisition of 100% of the issued and outstanding shares of Alpha Mind, at a total consideration of US$180,000 (equivalent to RMB 1,299,654). The purchase price is payable in the form of promissory note. The Notes have a maturity of 90 days from the closing date, an interest rate at an annual rate to 3% per annum and will be secured by all of the issued and outstanding equity of Alpha Mind and all of the assets of Alpha Mind, including its consolidated entities. On December 28, 2023, the Company issued Notes of US$153,000 (equivalent to RMB 1,104,706) and US$27,000 (equivalent to RMB 194,948), respectively, to MMTEC, Inc. and Burgeon Capital, Inc. On June 6, 2024, the Company entered into conversion agreements with Burgeon Capital, under which the Company issued shares to Burgeon Capital to settle in full the outstanding principal and accrued interest of US$27,342 under a promissory note dated December 28, 2023. In June 2025, the Company and the Sellers of Alpha Mind agreed to extend the maturity date of the Notes to December 31, 2025, and if the Notes have an outstanding balance on the maturity date, the maturity date will be automatically extended to the end of following year.

 

The Company has allocated the purchase price of Alpha Mind based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. The Company estimated the fair values of the assets acquired and liabilities assumed at the acquisition date in accordance with the business combination standard issued by FASB. The Company used carrying amount of assets and liabilities as fair value, which approximate the fair value. Because the Company was a shell company when it acquired Alpha Mind, no additional intangible assets were identified. Management of the Company is responsible for determining the fair value of assets acquired and liabilities assumed as of the acquisition date and considered a number of factors including valuations from an independent appraiser firm. Acquisition-related costs incurred for the acquisitions are not material and have been expensed as incurred in other operating expenses. The following table summarizes the estimated fair values of the identifiable assets acquired at the acquisition date, which represents the net purchase price allocation at the date of the acquisition of Alpha Mind based on a valuation performed by an independent valuation firm engaged by the Company.

 

    December 28,  
    2023  
    RMB  
Net tangible assets (1)     15,436  
Goodwill     1,284,218  
Total purchase consideration     1,299,654  

 

(1) The following is a reconciliation of the fair value of major classes of assets acquired and liabilities assumed which comprised of net tangible assets on December 28, 2023. The Company did not identify intangible assets from the acquisition, because the Company was a shell company immediately before the acquisition. On December 31, 2024, the fair value of identifiable net assets approximated their carrying amount.

 

 

    December 28,
2023		  
    RMB  
ASSETS      
Current assets:      
Cash and cash equivalents     5,868  
Short-term investment     1,616  
Accounts receivable, net     19,260  
Prepayments     6,872  
Other current assets     973  
Total current assets     34,589  
         
Non-current assets:        
Restricted cash, non-current     5,000  
Property and equipment, net     271  
Operating lease right-of-use assets     60  
Deferred tax assets     511  
Total non-current assets     5,842  
Total assets     40,431  
         
LIABILITIES AND SHAREHOLDERS’ DEFICIT        
LIABILITIES        
Current liabilities:        
Accounts payable     17,590  
Taxes payable     910  
Operating lease liabilities     41  
Accrued expenses and other current liabilities     6,454  
      24,995  
Non-current liabilities:        
Operating lease liabilities, non-current     —  
Total liabilities     24,995  
         
Net tangible assets     15,436  

 

(2) Immediately prior to the consummation of the acquisition of Alpha Mind, the Company was a shell company as defined in Rule 12b-2 under the Exchange Act and was subject to delisting risk. As a result of the consummation of the acquisition of Alpha Mind, we ceased to be a shell company on December 28, 2023 and that is the main reason we paid US$180,000 (equivalent to RMB 1,299,654) of which US$177,862 (equivalent to RMB 1,284,218) was attribute to goodwill.

 

Changes in the carrying amount of goodwill from acquisition to the six months ended March 31, 2026 was as follows:

 

    Acquisition
of Alpha
Mind		  
Balance as of December 28, 2023     1,284,218  
Goodwill impairment loss during the year     (574,978 )
         
Balance as of September 30, 2024 (audited)     709,240  
Goodwill impairment loss during the period     (644,908 )
Balance as of March 31, 2025 (unaudited)    

64,332

  
         
Balance as of September 30, 2025 (audited)     23,283  
Goodwill impairment loss during the period     —  
Balance as of March 31, 2026 (unaudited)     23,283  

 

Movement of impairment loss were as follows:

 

    March 31,     March 31,  
    2025     2026  
    RMB     RMB  
    (unaudited)    

(unaudited)

  
Beginning balance     709,240       23,283  
Impairment loss     (644,908 )     —  
Ending balance     64,332       23,283  

 

(3) Total purchase consideration is $180,000, at exchange rate of 1 USD/RMB=7.2203