v3.26.3
Subsequent Events
12 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
Subsequent events

Note 20 – Subsequent events

 

Shares Reverse Split

 

Effective July 27, 2026, the Company effected a 8-for-1 reverse share split of its Class A and Class B ordinary shares. All share amounts have been retroactively restated to reflect the alteration of the authorized issued share capital of the Company.

 

July 2026 Securities Purchase Agreement

 

On July 29, 2026, the Company entered into a securities purchase agreement (“SPA 13”) with certain investors pursuant to which the Company agrees to issue and sell to each investor in a private placement offering, the investors agree to purchase an aggregate of $10,000,002.1 of the Company’s 3,412,970 units, each unit consisting of one Class A ordinary share, par value of $0.02 per share, and one warrant, each warrant entitling the investor of a unit to purchase one Class A ordinary share, at an offering price of $2.93 per unit.

 

The warrants will be immediately exercisable from the date of issuance and will expire on the fifth anniversary of the date of issuance, at an exercise price of $4.40 per Class A ordinary share.

 

The gross proceeds of the offering are payable by approximately 156.6533 SolvBTC, a 1:1 wrapped Bitcoin-backed token issued by Solv Protocol, an on-chain Bitcoin reserve providing institutional mechanisms for the productive use of Bitcoin holdings, based on an applicable exchange rate of $63,835.08 per SolvBTC.

 

The offering was closed on August 17, 2026 and non-cash consideration with an agreed value of $10,000,002.1 was paid in the form of approximately 156.6533 SolvBTC, based on an applicable exchange rate of US$63,835.08 per SolvBTC. Additionally, on the closing date, an aggregate of 3,412,970 Class A ordinary shares and 3,412,970 warrants were issued to the investors.

 

September 2026 Shareholder Meeting

 

On September 10, 2026, the shareholders approved as a special resolution on the following:

 

Share Capital Reduction, Reorganization and Increase

 

The par value of each issued Class A ordinary share with a nominal or par value of $0.02 and each issued Class B ordinary share with a nominal or par value of $0.02 in the share capital of the Company be reduced to US$0.0001 by cancelling US$0.0199 of the paid-up capital on each issued Class A ordinary share with a nominal or par value of $0.02 and each issued Class B ordinary share with a nominal or par value of $0.02 (the “Share Capital Reduction”). Following the Share Capital Reduction, the amount deemed to be paid up on each issued share of the Company shall be $0.0001.

 

Immediately following the Share Capital Reduction, each authorized but unissued Class A ordinary share with a nominal or par value of $0.02 be subdivided into 200 Class A ordinary shares with a nominal or par value of $0.0001 each; and each authorized but unissued Class B ordinary share with a nominal or par value of $0.02 be subdivided into 200 Class B ordinary shares with a nominal or par value of $0.0001 each (the “Share Sub-Division”) Immediately following the Share Sub-Division, the authorized share capital of the Company be altered by the cancellation of such number of excess authorized but unissued Class A ordinary shares with a nominal or par value of $0.0001 each and authorized but unissued Class B ordinary shares with a nominal or par value of $0.0001 each as will result in the Company having authorized share capital of $160,000 divided into 1,400,000,000 Class A ordinary shares with a nominal or par value of $0.0001 each and 200,000,000 Class B ordinary shares with a nominal or par value of $0.0001 each (the “Cancellation”).

 

Immediately following the Share Capital Reduction, the Share Sub-Division and the Cancellation, the authorized share capital of the Company shall be changed from $160,000 divided into 1,400,000,000 Class A ordinary shares with a nominal or par value of $0.0001 each and 200,000,000 Class B ordinary shares with a nominal or par value of $0.0001 each, to $32,000,000 divided into 280,000,000,000 Class A ordinary shares with a nominal or par value of $0.0001 each and 40,000,000,000 Class B ordinary shares with a nominal or par value of $0.0001 each, By the creation of (i) 278,600,000,000 Class A ordinary shares with a nominal or par value of $0.0001 each, and (ii) 39,800,000,000 Class B ordinary shares with a nominal or par value of $0.0001 each (the “Share Capital Increase”).

 

Second Share Consolidation

 

A share consolidation at the ratio of eight (8)-for-one (1), whereby every eight (8) Class A ordinary shares with a nominal or par value of $0.0001 each is consolidated into one (1) Class A ordinary share with a nominal or par value of $0.0008 and every eight (8) Class B ordinary shares with a nominal or par value of $0.0001 each is consolidated into one (1) Class B ordinary share with a nominal or par value of $0.0008, together with the rounding up of any fractional shares resulting from the Second Share Consolidation to the next whole number of consolidated shares of such class, be and is hereby authorized, approved, and confirmed (the “Second Share Consolidation”).

 

As a consequence of the Second Share Consolidation, the Company’s authorized share capital will be changed from $32,000,000 divided into 280,000,000,000 Class A ordinary shares with a nominal or par value of $0.0001 each and 40,000,000,000 Class B ordinary shares with a nominal or par value of $0.0001 each, to $32,000,000 divided into 35,000,000,000 Class A ordinary shares with a nominal or par value of $0.0008 each and 5,000,000,000 Class B ordinary shares with a nominal or par value of $0.0008 each. As of the date of this report, none of the Share Capital Reduction, the Share Sub-Division, the Cancellation, the Share Capital Increase or the Second Share Consolidation has become effective.