CAPITAL STOCK |
12 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Equity [Abstract] | |
| CAPITAL STOCK | 16. CAPITAL STOCK
Ordinary Shares
We were incorporated as a Cayman Islands business company under the laws of the Cayman Islands on April 14, 2022. At incorporation, we were authorized to issue a maximum of 50,000,000 (31,250,000 ordinary shares after giving effect of reverse stock split on February 17, 2026) shares consisting of ordinary shares, par value US$ each. On February 28, 2024, a 2-for-1 share split was conducted by the Company. After the share split and as of the date of this report, the authorized share capital of the Company consists of US$50,000 divided into (ordinary shares after giving effect of reverse stock split on February 17, 2026) Ordinary Shares, par value US$ each, and the issued share capital of the Company consists of US$1,125 divided into (ordinary shares after giving effect of reverse stock split on February 17, 2026) Ordinary Shares, par value of US$ each (US$, after giving effect to the share consolidation).
2024-07 Offering
On July 24, 2024, the Company closed (1) the IPO of ( ordinary shares after giving effect of reverse stock split on February 17, 2026) Ordinary Shares at a public offering price of US$ per Ordinary Share, and (2) the resale by one existing shareholder of the Company of () Ordinary Shares at a public offering price of US$ per Ordinary Share.
2024 Stock Incentive Plan
On October 7, 2024, the Company issued, in aggregate, , par value US$ each (US$, after giving effect to the share consolidation) to four consultants, each an independent third party, as provided under the 2024 Stock Incentive Plan. The 2024 Stock Incentive Plan was registered on Form S-8 on October 2, 2024. None of the consultants had a shareholding of % or above. The total contract amount for all consultants was US$9,216,000.
On August 22, 2025, the Company issued, in aggregate, remaining shares (), par value US$ each (US$, after giving effect to the share consolidation) to five consultants, each an independent third party, as provided under the 2024 Stock Incentive Plan. The 2024 Stock Incentive Plan was registered on Form S-8 on October 2, 2024. None of the consultants had a shareholding of or above. The total contract amount for all consultants was US$1,263,540.
2025 Stock Incentive Plan
On November 10, 2025, the Company issued, in aggregate, Ordinary Shares () under the 2025 Stock Incentive Plan. The 2025 Stock Incentive Plan was registered on Form S-8 on November 10, 2025. None of the consultants had a shareholding of or above. The total contract amount was US$2,618,320.
PIPE Transaction in 2025-11
On November 3, 2025, the “Company entered into a securities purchase agreement with each of 16 non-U.S. investors relating to the issuance and sale of ordinary share, par value $ per ordinary share (US$, after giving effect to the share consolidation), at $ per share for an aggregate purchase price of $15,000,000.
Reverse Stock Split
On December 14, 2025, the shareholders of the Company approved, among other matters, changes to the Company’s authorized share capital, the adoption of an amended and restated memorandum and articles of association, and authorization for a reverse share split and share reclassification. On January 23, 2026, the Board of Directors of the Company approved a 16-for-1 reverse share split, which became effective on February 17, 2026. Following the reverse share split, the par value of each of the Company’s Class A Ordinary Shares and Class B Ordinary Shares became US$ per share.
All share and per share amounts in the accompanying consolidated financial statements and notes have been retroactively adjusted to reflect the effects of the reverse stock splits, including rounding of fractional shares to whole shares where applicable
SPA in 2026-02
On February 10, 2026, the Company entered into several securities purchase agreements with investors relating to the issuance and sale of ordinary share ( ordinary shares after the 16:1 share consolidation), par value $ per ordinary share (US$, after giving effect to the share consolidation), at $ per share for an aggregate purchase price of $140,882.
Share Re-designation and Re-classification
On December 15, 2026, the shareholders of the Company approved certain additional resolutions relating to the Company’s capital structure, including an increase in authorized share capital, amendments to the voting rights of the Class B Ordinary Shares, and the adoption of a third amended and restated memorandum and articles of association.
The authorized share capital of the Company is US$4,000,000, divided into Class A Ordinary Shares, par value US$ per share, and Class B Ordinary Shares, par value US$ per share. As of March 31, 2026, Class A Ordinary Shares and Class B Ordinary Shares were issued and outstanding.
The re-designation and re-classification were accounted for on a prospective basis from the effective date of the change.
|