UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of August 2024

 

Commission File Number: 001-38430

 

Meta Data Limited

 

Flat H 3/F, Haribest Industrial Building, 45-47 Au Pui Wan Street

Sha Tin New Territories

Hong Kong
(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒   Form 40-F ☐

 

 

 

 

 

 

EXPLANATORY NOTE

 

Meta Data Limited (the “Company” or “Meta Data”) is furnishing this Form 6-K to provide interim financial statements for the six months ended February 29, 2024.

 

1

 

 

FORWARD LOOKING STATEMENT

 

This Report of Foreign Private Issuer on Form 6-K filed by Meta Data Limited (together with our subsidiaries, unless the context indicates otherwise, “we,” “us,” “our,” or the “Company”), contains forward-looking statements within the meaning of the Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or the Company’s future financial performance. The Company has attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “expects,” “can,” “continue,” “could,” “estimates,” “intends,” “may,” “plans,” “potential,” “predict,” “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions, uncertainties and other factors may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels or activity, performance or achievements expressed or implied by these forward-looking statements. The information in this Report on Form 6-K is not intended to project future performance of the Company. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company does not guarantee future results, levels of activity, performance or achievements. The Company expectations are as of the date this Form 6-K is filed, and the Company does not intend to update any of the forward-looking statements after the date this Report on Form 6-K is filed to confirm these statements to actual results, unless required by law.

 

2

 

 

Exhibits.

 

Exhibit No.   Description
99.1   Unaudited Interim Consolidated Financial Statements as of February 29, 2024 and for the Six Months Ended February 29, 2024 and February 28, 2023, and Operating and Financial Review and Prospects in Connection with the Unaudited Interim Consolidated Financial Statements for the Six Months Ended February 29, 2024 and February 28, 2023.
99.2   Management’s Discussion and Analysis of Financial Condition and Results of Operations.
101.INS   Inline XBRL Instance Document.
101.SCH   Inline XBRL Taxonomy Extension Schema Document.
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

3

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Meta Data Limited
   
  By: /s/ Xiaoming Li
  Name:  Xiaoming Li
  Title: Chairman of the Board of Directors and
Chief Executive Officer

 

Date: August 29, 2024

 

4

 

Exhibit 99.1

 

META DATA LIMITED

 

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

AS OF FEBRUARY 29, 2024 AND AUGUST 31, 2023 AND

FOR THE SIX MONTHS ENDED FEBRUARY 29, 2024 AND FEBRUARY 28, 2023

 

F-1

 

 

META DATA LIMITED

 

TABLE OF CONTENTS

 

  Page
Unaudited Condensed Consolidated Financial Statements F-1
Condensed Consolidated Balance Sheets as of February 29, 2024 (Unaudited) and August 31, 2023 F-3
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the Six Months Ended February 29, 2024 and February 28, 2023 F-4
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Six Months Ended February 29, 2024 and February 28, 2023 F-5
Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended February 29, 2024 and February 28, 2023 F-6
Notes to Unaudited Condensed Consolidated Financial Statements F-7

 

F-2

 

 

META DATA LIMITED

Condensed Consolidated Balance Sheets

 

   As of   As of 
   February 29,   August 31, 
   2024   2023 
   (unaudited)     
ASSETS        
CURRENT ASSETS        
Cash  $68   $121,112 
Inventories   276,000    
-
 
Prepaid expenses   
-
    8 
TOTAL CURRENT ASSETS  $276,068   $121,120 
NON-CURRENT ASSETS          
Right-of-use assets   18    24 
TOTAL NON-CURRENT ASSETS   18    24.00 
    　    　 
TOTAL ASSETS  $276,086   $121,144 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
CURRENT LIABILITIES          
Accounts payable  $74,510    
-
 
Interest payable   16,036    12,123 
Accrued expenses   1,379    1,046 
Loans payable to third parties - current   
-
    5,705 
Syndicated loans   61,240    61,240 
Operating lease liabilities   31    24 
Convertible senior notes   35,000    35,000 
TOTAL CURRENT LIABILITIES  $188,196   $115,138 
           
NON-CURRENT LIABILITIES          
Operating lease liabilities   6    12 
Loans payable to third parties - non-current   
-
    1,200 
TOTAL LIABILITIES  $188,202   $116,350 
           
COMMITMENTS AND CONTINGENCIES   
 
    
 
 
           
SHAREHOLDERS’ EQUITY          
Class A ordinary shares ($0.0005 par value; 180 million and 19.8 billion ordinary shares authorized as of August 31, 2023 and February 29, 2024, respectively; 154 million and 323 million issued and outstanding as of August 31, 2023 and February 29, 2024, respectively)  $161   $77 
Additional paid-in capital   1,039,040    950,772 
Accumulated deficits   (951,317)   (946,055)
Total shareholders’ equity   87,884    4,794 
           
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY  $276,086   $121,144 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

F-3

 

 

META DATA LIMITED

Condensed Consolidated Statements of Operations and Comprehensive Income

(Unaudited)

 

   For the six months ended 
   February 29,   February 28, 
   2024   2023 
   (Unaudited)   (Unaudited) 
Revenues  $19,382   $13,018 
Cost of revenues   (16,030)   (7,177)
Gross profit   3,352    5,841 
           
Operating expenses          
Selling and marketing expenses   (351)   
-
 
General and administrative expenses   (4,167)   (919)
Total operating expenses   (4,518)   (919)
           
(Loss) income from operations   (1,166)   4,922 
           
Other expenses          
Interest income   253    1 
Interest expense   (4,346)   (2,905)
Other expenses   (3)   (2)
Total other expenses, net   (4,096)   (2,906)
           
(Loss) income from continuing operations   (5,262)   2,016 
           
Discontinued operations          
Loss on disposition of discontinued operations   
-
    (412,513)
Loss from discontinued operations   
-
    (2,364)
Net loss from discontinued operations   
-
    (414,877)
           
Net loss attributable to Meta Data Limited’s shareholders   (5,262)   (412,861)
           
Basic loss per share          
Continuing operations  $(0.03)  $0.03 
Discontinued operations   
-
   $(5.78)
           
Diluted loss per share          
Continuing operations  $(0.03)  $0.03 
Discontinued operations   
-
   $(5.78)

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-4

 

 

META DATA LIMITED

Condensed Consolidated Statements of Changes in Shareholders’ Equity

For the Six Months Ended February 29, 2024 and February 28, 2023

(Unaudited)

 

                           Accumulated   Meta Data         
           Additional               other   Limited   Non-   Total 
   Ordinary shares   paid in   Treasury   Statutory   Accumulated   comprehensive   shareholders’   controlling   shareholders’ 
   Shares   Amount   capital   stock   reserve   deficits   income (loss)   equity   Interest   equity 
Balance as of August 31, 2022   29,223,319   $14   $895,343   $(21)  $2,293   $(563,470)  $(13,144)  $321,015   $(3,631)  $317,384 
                                                 - 
Issuance of ordinary shares and pre-funded warrants at private placement, net of issuance cost   42,808,219    21    24,969    
-
    
-
    
-
    
-
    24,990    
-
    24,990 
Share-based compensation   1,669    1    3    
-
    
-
    
-
    
-
    4    
-
    4 
Net loss   -    
-
    
-
    -    
-
    (412,861)        (412,861)   
-
    (412,861)
Disposal of subsidiaries   -    
-
    (19,465)   
-
    (2,293)   21,758    13,144    13,144    3,631    16,775 
                                                   
Balance as of February 28, 2023   72,033,207   $36   $900,850   $(21)   
-
   $(954,573)   
-
   $(53,708)   
-
   $(53,708)
                                                   
Balance as of August 31, 2023   153,948,323   $77   $950,793   $(21)   
-
   $(946,055)   
-
   $4,794    
-
   $4,794 
                                                   
Disposal of treasury stock   -    
-
    (21)   21    
-
    
-
    
-
    
-
    
-
    
-
 
Issuance of ordinary shares and warrants at private placement, net of issuance cost   153,948,323    77    88,271    
-
    
-
    
-
    
-
    88,348    
-
    88,348 
Warrants exercised   14,982,870    7    (7)   
-
    
-
    
-
    
-
    
-
    
-
    
-
 
Share-based compensation   -    
-
    4    -    
-
    
-
    
-
    4    
-
    4 
Net loss   -    
-
    
-
    -    
-
    (5,262)   
-
    (5,262)   
-
    (5,262)
                                                   
Balance as of February 28, 2024   322,879,516   $161   $1,039,040    -    
-
   $(951,317)   
-
   $87,884    
-
   $87,884 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

F-5

 

 

META DATA LIMITED

Unaudited Condensed Consolidated Statements of Cash Flows

 

   For the six months ended 
   February 29,   February 28, 
   2024   2023 
Cash flows from operating activities        
Net loss  $(5,262)  $(412,861)
Net loss from discontinued operations   
-
    (414,877)
Net loss from continuing operations   (5,262)   2,016 
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:          
Amortization of right to use asset   5    6 
Share-based compensation   4    4 
Changes in operating assets and liabilities:          
Inventories   (276,000)   
-
 
Prepaid expenses   8    
-
 
Accounts payable   74,510    
-
 
Interest payable   3,914    2,905 
Operating lease liabilities   1    
-
 
Accrued expenses   333    (1,417)
Net cash (used in) provided by operating activities from continuing operations   (202,487)   3,514 
Net cash provided by operating activities from discontinued operations   
-
    
-
 
Net cash (used in) provided by operating activities   (202,487)   3,514 
           
Cash flows from investing activities          
Proceeds from disposal of subsidiaries, net of cash   
-
    (15,097)
Net cash used in investing activities from continuing operations   
-
    (15,097)
Net cash provided by investing activities from discontinued operations   
-
    
-
 
Net cash used in investing activities   
-
    (15,097)
           
Cash flows from financing activities          
Proceeds from issuance of ordinary shares and warrants, net of issuance cost   88,348    24,990 
Proceeds from third-party loans   
-
    2,000 
Repayment of third-party loans   (6,905)   
-
 
Net cash provided by financing activities from continuing operations   81,443    26,990 
Net cash provided by financing activities from discontinued operations   
-
    
-
 
Net cash provided by financing activities   81,443    26,990 
           
Net (decrease) increase in cash   (121,044)   15,407 
Cash, beginning of period   121,112    45,479 
Cash, end of period  $68   $60,886 
Supplemental disclosure of cash flow information:          
Interest paid  $433    
-
 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

F-6

 

 

META DATA LIMITED 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1 — Organization and Principal Activities

 

Meta Data Limited (the “Company”, formerly known as “OneSmart International Education Company Limited (“OneSmart”) is a limited company incorporated under the laws of Cayman Islands on March 10, 2017. Since fiscal year 2022, the Company through its consolidated subsidiaries, are engaged in artificial intelligent education service (AIE) and artificial intelligent universe (AIU) IAAS service.

 

AIE is to build an intelligent training system based on intelligent training platform to provide the maximum immersive experience and the best technical foundation for learning, implementation in RT3D with 360-degree landscape, so that all users are no longer bound to bult World with improved digital life experience. AIU IAAS service provides software & hardware infrastructure (IAAS) to Metaverse business operator or individual users. It improves the accessibility of rendering modes through cloud computing and edge computing algorithms and computing power to improve the virtual world. Use of spatial localization algorithm, virtual scene fitting, real-time network transmission, GPU server, and edge computing to reduce cost and network congestion. Reduce the performance threshold requirements for terminal equipment, and improve the immersive user experience

 

Before fiscal year 2021, the company was principally engaged in the provision of premium tutoring services for students of kindergarten and primary, middle and high schools (“K12”) and premium young children education services in the People’s Republic of China (the “PRC”). Due to the PRC legal restrictions on foreign ownership and investment in the education business, the Company conducts its primary business operations through its VIEs.

 

The Company’s Board adopts resolutions approving, and recommends to the shareholders for their approval to change the Company’s corporate name from “OneSmart International Education Company Ltd” to “Meta Data Limited” on its annual general meeting held on April 28, 2022.

 

On October 28, 2022, the Company, OneSmart Edu Inc. (“OneSmart BVI”), the Company’s wholly owned subsidiary, and Muckle Capital Investment Co., Ltd. (the “Purchaser”), entered into a certain share purchase agreement (the “Disposition SPA”). Pursuant to the Disposition SPA, the Purchaser agreed to purchase OneSmart BVI in exchange for cash consideration of $1.0 million (the “Purchase Price”). Upon the closing of the transaction contemplated by the Disposition SPA, the Purchaser will become the sole shareholder of OneSmart BVI and as a result, assume all assets and liabilities of all the subsidiaries and VIE entities owned or controlled by OneSmart BVI. The closing of the Disposition is subject to certain closing conditions including the payment of the Purchase Price, the receipt of a fairness opinion from Roma Appraisals Limited and the approval of the Company’s shareholders.

 

As of November 25, 2022, the Company completed the disposition after the satisfaction or waiver of all closing conditions.

 

F-7

 

 

Note 1 — Organization and Principal Activities (continued)

 

Details of the Company’s subsidiaries as of February 29, 2024 are as follows:

 

   Date of  Place of  Percentage of  Principal
Entity  incorporation  incorporation  ownership  activities
Meta Data Limited (“Mata Data”)  March 10, 2017  Cayman  100%  Holding company
Metaverse Information Technology Limited (“Metaverse BVI”)  December 16, 2021  BVI  100%  Holding company
Metaverse Digital Technology Co. Limited (“Metaverse Digital”)  January 11, 2022  U.S.A.  100%  Digital Service
Metaverse Information Technology Limited (“Metaverse HK”)  January 24, 2022  Hong Kong  100%  Artificial intelligent education service and Artificial intelligent universe IAAS service

 

Note 2 — Summary of significant accounting policies

 

Basis of presentation and principles of consolidation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and have been consistently applied. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the audited financial statements and notes thereto for the fiscal years ended August 31, 2023 and 2022. Operating results for the six months ended February 29, 2024 are not necessarily indicative of the results that may be expected for the year ending August 31, 2024.

 

The unaudited condensed consolidated financial statements of the Company reflect the principal activities of the Company’s main operation subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation.

 

Use of estimates

 

In preparing the unaudited condensed consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the unaudited condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include the valuation of deferred tax assets. Actual results could differ from those estimates.

 

Foreign currency

 

The functional currency of the Company and its subsidiaries is the United States Dollars (“$”). The Company uses the United State Dollars as its reporting currency.

 

Transactions denominated in foreign currencies are re-measured into the functional currency at the exchange rates prevailing on the transaction dates. Monetary assets and liabilities denominated in foreign currencies are re-measured at the exchange rates prevailing at the balance sheet date. Non-monetary items that are measured in terms of historical cost in foreign currency are re-measured using the exchange rates at the dates of the initial transactions. Exchange gains and losses are included in the unaudited condensed consolidated statements of income.

 

F-8

 

 

Note 2 — Summary of significant accounting policies (continued)

 

Inventories

 

Inventories are stated at the lower of cost or net realizable value. The cost of inventories is calculated using the weighted average method. Any excess of the cost over the net realizable value of each item of inventories is recognized as a provision for diminution in the value of inventories.

 

Net realizable value is the estimated selling price in the normal course of business less any costs to complete and sell products. The Company evaluates inventories on a yearly basis for its net realizable value adjustments, and reduces the carrying value of those inventories that are obsolete or in excess of the forecasted usage to their estimated net realizable value based on various factors including aging and future demand of each type of inventories.

 

Impairment of long-lived assets

 

The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances, such as a significant adverse change to market conditions that will impact the future use of the assets, indicate that the carrying amount of an asset may not be fully recoverable. When these events occur, the Company evaluates the recoverability of long-lived assets by comparing the carrying amount of the assets to the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their fair value. Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available.

  

Fair value of financial instruments

 

The FASB ASC Topic 820, Fair Value Measurements, defines fair value, establishes a three-level valuation hierarchy for fair value measurements and enhances disclosure requirements.

 

The three levels are defined as follows:

 

Level 1 - Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data.

 

Level 3 - Inputs to the valuation methodology are unobservable.

 

Financial instruments include cash, loans payable to third parties, short-term and long-term loans, and convertible senior notes. The carrying amounts of these financial instruments approximate their fair values because of their short-term maturities.

 

Accounts payable

 

Accounts payable represent liabilities for goods and services provided to the Company prior to the end of the financial year which are unpaid. The amounts are unsecured and are paid on normal commercial terms. 

 

F-9

 

 

Note 2 — Summary of significant accounting policies (continued)

 

Revenue recognition

 

Revenue is recognized when control of promised services is transferred to the Company’s customers in amounts of consideration to which the Company expects to be entitled to in exchange for those services. The Company follows the five steps approach for revenue recognition under Topic 606: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue as the Company satisfies a performance obligation.

 

Primary sources of the Company’s revenues are as follows:

 

1)Artificial Intelligent Education (AIE) service:

 

To provide modular technical services (such as simulation teaching module, three dimensions teaching module, virtual reality module) to academic and professional training centers. Service contracts are primarily on a fixed price basis. Upon delivery of services, project completion inspection and customer acceptance are generally required. Revenue is recognized at a point in time upon completion of the performance obligation is satisfied and accepted by the customers.

 

2)Artificial Intelligent Universe (AIU) IAAS service:

 

To provide computing resources for data calculation services (such as engineering and scientific research project data calculation and accuracy verification) and for commercial services (such as film and television special effects, 3D animation, advertisement rendering and visualization) to our customers. Service contracts are primarily on a fixed price basis. Upon delivery of services, project completion inspection and customer acceptance are generally required. Revenue is recognized at a point in time upon completion of the performance obligation is satisfied and accepted by the customers.

 

Cost of revenues 

 

Cost of revenues consist of costs directly attributable to the performance of AIE and AIU services which are mainly services provided by third parties.

  

Lease

 

The Company determines if an arrangement contains a lease at the inception of a contract. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of- use assets and lease liabilities are recognized at the commencement date based on the present value of the remaining future minimum lease payments. As the interest rate implicit in the Company’s leases is not readily determinable, the Company utilizes its actual incremental borrowing rates to discount the lease payments.

 

The Company leases premises for offices under non-cancellable operating leases. Right-of-use assets are expensed over the term of lease. The Company leases do not include options to extend nor any restrictions or covenants. The Company has historically been able to renew its office leases. Under the terms of the lease agreements, the Company has no legal or contractual asset retirement obligations at the end of the lease.

 

F-10

 

 

Note 2 — Summary of significant accounting policies (continued)

 

Income taxes

 

The Company follows the liability method of accounting for income taxes in accordance with ASC 740 (“ASC 740”), Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rate is recognized in tax expense in the period that includes the enactment date of the change in tax rate.

 

The Company accounted for uncertainties in income taxes in accordance with ASC 740. Interest and penalties related to unrecognized tax benefit recognized in accordance with ASC 740 are classified in the unaudited condensed consolidated statements of income as income tax expense.

 

Share-based compensation

 

The Company applies ASC 718 (“ASC 718”), Compensation - Stock Compensation, to account for its employee share-based payments. In accordance with ASC 718, the Company determines whether an award should be classified and accounted for as a liability award or an equity award. All the Company’s share-based awards to employees were classified as equity awards.

 

In accordance with ASC 718, the Company recognizes share-based compensation cost for equity awards to employees with a performance condition based on the probable outcome of that performance condition. Compensation cost is recognized if it is probable that the performance condition will be achieved.

 

A change in any of the terms or conditions of the awards is accounted for as a modification of the awards. Incremental compensation cost is measured as the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified, measured based on the fair value of the awards and other pertinent factors at the modification date. For vested awards, the Company recognizes incremental compensation cost in the period the modification occurs. For unvested awards, the Company recognizes over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award on the modification date. If the fair value of the modified award is lower than the fair value of the original award immediately before modification, the minimum compensation cost the Company recognizes is the cost of the original award. When the vesting conditions (or other terms) of the equity awards granted to employees are modified, the Company first determines on the modification date whether the original vesting conditions were expected to be satisfied, regardless of the entity’s policy election for accounting for forfeitures. If the original vesting conditions were not expected to be satisfied, the grant date fair value of the original equity awards are ignored and the fair value of the equity awards measured at the modification date are recognized if the modified awards ultimately vest. 

 

The Company uses the accelerated method to recognize compensation expense for all awards granted. The Company, with the assistance of an independent third-party valuation firm, determined the fair value of the awards granted to employees. The Company adopted ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, (“ASU 2016-09”) and elected to account for forfeitures as they occur.

 

An award that is cancelled without a replacement award or other form of consideration given to the grantee should be accounted for as a repurchase for no consideration. If an award is cancelled before the completion of the employee’s requisite service period or nonemployee’s vesting period, any previously unrecognized compensation cost should be recognized at the date of the cancellation. Because a cancellation is not the forfeiture of an award, previously recognized compensation cost is not reversed in connection with a cancellation.

 

F-11

 

 

Note 2 — Summary of significant accounting policies (continued)

 

Earnings/(Loss) per share

 

Basic earnings/(loss) per share is computed by dividing net income/(loss) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period using the two-class method. Under the two-class method, net income/(loss) is allocated between ordinary shares and other participating securities based on their participating rights. Diluted earnings/(loss) per share is calculated by dividing net income/(loss) attributable to ordinary shareholders by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of the ordinary shares issuable upon the conversion of the Company’s convertible senior notes using the if-converted method and ordinary shares issuable upon the exercise of warrants using the treasury stock method. Ordinary equivalent shares are not included in the denominator of the diluted loss per share calculation when inclusion of such shares would be anti-dilutive.

 

Basic and diluted earnings/(loss) per share are not reported separately for Class A or Class B ordinary shares (the “Ordinary Shares”) as each class of shares has the same rights to undistributed and distributed earnings.

 

Segment reporting

 

In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision making Company, in deciding how to allocate resources and in assessing performance. The Company has only one reportable segment since the Company does not distinguish revenues, costs and expenses by operating segments in its internal reporting, and reports costs and expenses by nature as a whole. The Company’s CODM, who has been identified as the CEO, reviews the consolidated results when making decisions about allocating resources and assessing performance of the Company as a whole. As the Company generates all of its revenue in the British Virgin Islands, no geographical segments are presented.

 

Recent accounting pronouncements

 

The Company considers the applicability and impact of all ASUs. Management periodically reviews new accounting standards that are issued.

 

In September 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The FASB is issuing the amendments to enhance the transparency and decision usefulness of income tax disclosures. Investors currently rely on the rate reconciliation table and other disclosures, including total income taxes paid, to evaluate income tax risks and opportunities. While investors find these disclosures helpful, they suggested possible enhancements to better (1) understand an entity’s exposure to potential changes in jurisdictional tax legislation and the ensuing risks and opportunities, (2) assess income tax information that affects cash flow forecasts and capital allocation decisions, and (3) identify potential opportunities to increase future cash flows. The FASB decided that the amendments should be effective for public business entities for annual periods beginning after December 15, 2024. Early adoption is permitted. The adoption of this guidance did not have a material impact on its financial position, results of operations and cash flows.

 

In July 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in ASU 2023-07 improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The adoption of this guidance did not have a material impact on its financial position, results of operations and cash flows.

 

F-12

 

 

Note 3 — Loans

 

The following table presents the Company’s outstanding loans as of February 29, 2024 and August 31, 2023:

 

   As of   As of 
   February 29,   August 31, 
   2024   2023 
Long-term loans, current portion  $61,240   $61,240 
Total  $61,240   $61,240 

 

In March 2019, The Company entered into a banking facility agreement with UBS AG Singapore Branch, pursuant to which Shanghai OneSmart is entitled to borrow a USD denominated loan of $139 million term facility and $61 million greenshoe facility with a floating interest rate of LIBOR+2.7 %. The term facility has a three-year term from the initial drawdown date and should be repaid in installments. The Company drew down the $139 million term facility in full in March 2019. The proceeds from this term facility were used for the Group’s share repurchase program, working capital, capital expenditure, and other general corporate purposes; and is guaranteed by OneSmart HK and subject to certain financial covenants as defined in the facility agreement. The Company is in default on these loans.

 

Note 4 — Convertible senior notes

 

On February 28, 2020 and March 16, 2020, the Company issued $25 million and $10 million convertible senior notes (the “Notes”) to Yiheng Capital Partners, L.P., (“Yiheng Capital”) and Keenan Capital Fund, LP, (“Keenan Capital”), respectively. Interest shall be payable semi-annually in arrears at a rate of 4.75% per annum on each August 1 and February 1, commencing on August 1, 2020. The Notes will mature on February 28, 2025 and March 16, 2025, respectively unless repurchased or converted in accordance with their terms prior to such date. On January 30, 2022, Yiheng Capital transferred the convertible senior notes to Mr. Kun Wang.

 

The Notes are unsecured, $25 million Notes convertible into $6.75 per ADS and $10 million Notes convertible into $6.15 per ADS, bear interest at a rate of 4.75% per annum plus additional 2% per annum when in default. In 2022, 2023 and 2024, the Company hasn’t paid the principal and interests of the convertible senior notes. Therefore, the convertible senior notes are in default.

 

F-13

 

 

Note 5 — Lease

 

On September 1, 2022, the Group leases office spaces for its operations under non-cancelable operating lease agreement with expiration date in August 2025. The Group has no finance leases. The Company do not assume renewals in our determination of the lease term unless the renewals are reasonably certain to be exercised at lease commencement. The Group’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Lease expenses for the six months ended February 29, 2024 and February 28, 2023 were $5 and $6, respectively.

 

Supplemental balance sheet information related to operating leases was as follows:

 

   As of   As of 
   February 29,   August 31, 
   2024   2023 
Right-of-use assets under operating leases  $18   $24 
           
Operating lease liabilities, current   31    24 
Operating lease liabilities, non-current   6    12 
Total operating lease liabilities  $37   $36 

 

   As of 
   February 29, 
Twelve months ending August 31,  2024 
Fiscal year 2024  $31 
Fiscal year 2025   6 
Total Future minimum lease payments   37 
Less: Imputed interest   
-
 
Total  $37 

 

F-14

 

 

Note 6 — Shareholders’ equity

 

On December 12, 2023, the authorized share capital of the Company, as approved by the shareholders, were changed from US$100,000 divided into 200,000,000 shares of a par value of US$0.0005 each, comprising of (i) 140,000,000 Class A ordinary shares of a par value of US$0.0005 each, (ii) 20,000,000 Class B ordinary shares of a par value of US$0.0005 each, and (iii) 40,000,000 shares of a par value of US$0.0005 each to be designated by the board of directors to US$100,000,000 divided into 20,000,000,000 shares of a par value of US$0.0005 each, comprising of (i) 19,800,000,000 Class A ordinary shares of a par value of US$0.0005 each, (ii) 200,000,000 Class B ordinary shares of a par value of US$0.0005 each.

 

During the year ending August 31, 2024, the Company issued 153,948,323 Class A ordinary shares at $0.576 per ordinary share for a gross proceed of $88.7 million in December 2023.

 

As of February 29, 2024, the Company had ordinary shares outstanding comprising of 322,879,516 Class A ordinary shares and nil Class B ordinary shares, respectively. No Class B ordinary shares were converted into Class A ordinary shares as of February 29, 2024.

 

As of August 31, 2023, the Company had ordinary shares outstanding comprising of 153,948,323 Class A ordinary shares and nil Class B ordinary shares, respectively. No Class B ordinary shares were converted into Class A ordinary shares as of August 31, 2023.

 

Warrants

 

During the year ended August 31, 2023, the Company issued (i) 42,808,219 warrants on September 1, 2022 with two warrants can be convertible into one Class A ordinary share at an exercise price of $0.701, can be exercised cashlessly after November 30, 2023 and with an expiry date of August 31, 2027, i.e. five years anniversary after issuance date; (ii) 41,806,020 warrants on May 31, 2023 with one warrant can be convertible into one Class A ordinary share at an exercise price of $0.7475, can be exercised cashlessly after August 30, 2023 and with an expiry date of May 30, 2028, i.e. five years anniversary after issuance date; and (iii) 40,109,096 warrants on July 20, 2023 with one warrant can be convertible into one Class A ordinary share at an exercise price of $0.7791, can be exercised cashlessly after October 19, 2023 and with an expiry date of July 19, 2028, i.e. five years anniversary after issuance date.

 

On January 12, 2024, the Company issued 153,948,323 warrants with one warrant can be convertible into one Class A ordinary share at an exercise price of $0.576 and can be exercised cashlessly after April 12, 2024 and with an expiry date of January 11, 2029.

 

On February 8, 2024, upon negotiation with the warrant holders, the Company entered into certain warrant amendment agreement with the warrant holders which adjusted warrants from 42,808,219 to 14,982,870, from 41,806,020 to 29,264,210 and from 40,109,096 to 28,076,367.

 

In February 2024, 14,982,870 warrants were exercised cashlessly into 14,982,870 Class A ordinary shares.

 

In March 2024, 57,340,577 warrants were exercised cashlessly into 57,340,577 Class A ordinary shares.

 

As of February 29, 2024 and August 31, 2023, 211,288,900 warrants and 124,723,326 warrants were outstanding.

 

F-15

 

 

Note 7 — Income taxes

 

Cayman Islands

 

Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain arising in Cayman Islands. Additionally, upon payments of dividends to its shareholders, no Cayman Islands withholding tax will be imposed.

 

British Virgin Islands

 

Under the current laws of the British Virgin Islands, BVI incorporated companies are not subject to tax on income or capital gains. In addition, upon payments of dividends by the company to its shareholders, no British Virgin Islands withholding tax will be imposed.

 

Hong Kong

 

Hong Kong incorporated companies are subject to Hong Kong profits tax of 16.5% on the activities conducted in Hong Kong. No provision for Hong Kong profits tax was made in the consolidated financial statements as it had no assessable income for the years ended August 31, 2021, 2022 and 2023.

 

Note 8 — Earnings (loss) per share

 

Year Ended February 29, 2024 and February 28, 2023  2024   2023 
Net loss available for ordinary shareholders (A)  $(5,262)  $(412,861)
- continuing operations  $(5,262)  $2,016 
- discontinued operations   
-
   $(414,877)
           
Weighted average outstanding ordinary shares (B)          
- basic   196,795    71,796 
- diluted   319,826    93,645 
           
Earnings (loss) per ordinary share - basic (A/B)  $(0.03)  $(5.75)
- Continuing operations  $(0.03)  $0.03 
- Discontinued operations   
-
   $(5.78)
           
Earnings (loss) per ordinary share - diluted (A/B)  $(0.03)  $(5.75)
- Continuing operations  $(0.03)  $0.03 
- Discontinued operations   
-
   $(5.78)

 

Convertible notes and warrants that could potentially dilute basic EPS in the future that were not included in the computation of diluted EPS because to do so would have been antidilutive for the six months ended February 28, 2023 presented and the exercise price of warrants were higher than the average prices for the period. 

 

F-16

 

 

Note 9 — Concentration of major customers and suppliers

 

For the six months ended February 29, 2024, five major customers accounted for 26.1%, 25.5%, 24.3%, 12.7% and 11.4% respectively of the Company’s revenue. For the six months ended February 28, 2023, four major customers accounted for 29.9%, 26.9%, 26.7% and 10.9% respectively of the Company’s revenue. Any decrease in revenue to these major customers may negatively impact the Company’s operations and cash flows if the Company fails to increase its sales to other customers.

 

No single customer accounted for 10% or more of total outstanding accounts receivable balance as of February 29, 2024 and August 31, 2023.

 

For the six months ended February 29, 2024 and February 28, 2023, one supplier accounted for 100% of cost of revenue.

 

Note 10 — Commitments and contingencies

 

(a)Capital commitments

 

As of February 29, 2024 and August 31, 2023, the Company did not have any capital commitment.

 

(b)Contingencies

 

There are no claims, lawsuits, investigations and proceedings, including unasserted claims that are probable to be assessed, that have in the recent past caused, or to the Company’s knowledge, are reasonably possible to cause, a material change on the Company’s financial position, results of operations, or cash flow.

 

Note 11 — Subsequent events

 

Management has reviewed events occurring through the date the consolidated financial statements were issued and, except as disclosed elsewhere in the consolidated financial statements, no subsequent events occurred that require accrual or disclosure.

 

F-17

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Exhibit 99.2

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis of our company’s financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors.

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This report contains forward-looking statements. All statements contained in this report other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the “Risk Factors” section. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

 

 

 

 

Results of Operations

 

The following table sets forth a summary of our consolidated results of operations for the periods presented, both in absolute amount and as a percentage of our revenues for the periods presented.

 

This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report. The results of operations in any period are not necessarily indicative of our future trends.

 

   For the first half of   Amount   Percentage 
   2024   2023   increase   increase 
   Amount   Amount   (decrease)   (decrease) 
   (in thousands, except for percentages) 
Revenues  $19,382   $13,018   $6,364    48.9%
Cost of revenues   (16,030)   (7,177)   8,853    123.4%
Gross profit   3,352    5,841    (2,489)   (42.6)%
Selling and marketing expenses   (351)   -    351    100.0%
General and administrative expenses   (4,167)   (919)   3,248    353.4%
(Loss) income from operations   (1,166)   4,922    (6,088)   (123.7)%
Interest income   253    1    252    25,200.0%
Interest expense   (4,346)   (2,905)   1,441    49.6%
Other expenses   (3)   (2)   1    50.0%
(Loss) income from continuing operations   (5,262)   2,016    (7,278)   (361.0)%
Loss from discontinued operations   -    (414,877)   (414,877)   (100.0)%
Net loss  $(5,262)  $(412,861)  $407,599    198.7%

 

Revenues

 

Revenues increased by $6.4 million, or 48.9%, to $19.4 million for the first half of 2024 from $13.0 million for the same period of last year. The increase was mainly attributed to average service revenue increased from $1.1 million for the first half of 2023 to $1.9 million for the first half of 2024, which contributed to an increase of $8.5 million in service revenue. The increase was partially offset by a decrease in the number of services from 12 services for the first half of 2023 to 10 services for the first half of 2024, which resulted in a decrease of $2.2 million in service revenue.

 

Cost of revenues

 

Cost of revenues increased by $8.9 million, or 123.4%, to $16.0 million for the first half of 2024 from $7.2 million for the same period of last year. The increase was mainly attributable to additional costs incurred for providing artificial intelligent education and artificial intelligent universe IAAS services to the customers which caused by an increase in production technicality and the use of computing power in providing those services.

 

Gross profit and gross margin.

 

As a result of the factors set out above, gross profit decreased by $2.5 million, or 42.6%, to $3.4 million for the first half of 2024 from $5.8 million for the same period of last year. Gross margin decreased from 44.9% for the first half of 2023 to 17.3% for the first half of 2024. The decrease in gross margin was mainly attributable to an increase in production technicality and increase in computing power which led to an increase in production costs and reduced gross margin.

 

2

 

 

Selling and marketing expenses

 

Selling and marketing expenses increased by $0.04 million, or 100.0%, to $0.04 million for the first half of 2024 from nil for the same period of last year. The increase was mainly attributable to sales and marketing staff salaries for the artificial intelligent education and artificial intelligent universe IAAS services which we employed in second half of 2023.

 

General and administrative expenses

 

General and administrative expenses increased by $3.2 million, or 353.4%, to $4.2 million for the first half of 2024 from $0.9 million for the same period of last year. The increase was mainly attributable to an increase in headcount which caused an increase in staff salaries as well as service fees charged by New York Stock Exchange.

 

Interest income

 

Interest income increased by $0.3 million, or 25,200%, to $0.3 million for the first half of 2024 from $1,000 for the same period of last year. The increase in interest income was mainly attributable to the increase in bank balances as well as the increase in interest rates.

 

Interest expenses

 

Interest expenses increased by $1.4 million, or 49.6%, to $4.3 million for the first half of 2024 from $2.9 million for the same period of last year. The interest expenses were mainly due to higher average interest rates on loans for the first half of 2024 as compared to the same period of last year.

 

Income from continuing operations

 

As a result of the factors set out above, we had $5.3 million net loss from continuing operations for the first half of 2024 as compared to net income from continuing operations of $2.0 million for the first half of 2023.

 

Loss from discontinued operations

 

Loss from discontinued operations decreased by $0.4 billion, or 100%, to nil for the first half of 2024 from loss of $0.4 billion for same period of last year. The decrease in loss from discontinued operations was mainly attributable to the Company completed the disposition of its wholly owned subsidiary, OneSmart Edu Inc., to the purchaser, Muckle Capital Investment Co., Ltd on November 25, 2022.

 

Net income

 

As a result of foregoing factors, the net loss was $5.3 million for the first half of 2024 as compared to net loss of $412.9 million for the same period of last year.

 

Liquidity and Capital Resources

 

We are a holding company incorporated in the Cayman Islands. We may need dividends and other distributions on equity from our subsidiaries to satisfy our liquidity requirements.

 

As of February 29, 2024, we had cash of $67,837 and a positive working capital of $87.9 million. For the first half of 2024, net cash used in operating activities was $202.5 million

 

Management believes that the cash generated from operations will be sufficient to meet our normal working capital needs for at least the next twelve months. Management is of the opinion that we have sufficient funds to meet our working capital requirements and debt obligations as they become due. However, there is no assurance that management will be successful in our plan. There are a number of factors that could potentially arise which might result in shortfalls to what is anticipated, such as the demand for our services, economic conditions, the competition in the industry, and our bank and suppliers being able to provide continued support. If the future cash flow from operations and other capital resources is insufficient to fund our liquidity needs, we may be forced to obtain additional debt or equity capital, or refinance all or a portion of our debt.

 

3

 

 

Indebtedness. As of February 29, 2024, we have $61.2 million syndicated loans and $35.0 million convertible senior notes. Beside this indebtedness, we did not have any finance leases or purchase commitments, guarantees or other material contingent liabilities.

 

Off-Balance Sheet Arrangements. We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our own shares and classified as shareholders’ equity, or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. Moreover, we do not have any variable interest in any unconsolidated entity that we provide financing, liquidity, market risk or credit support to or engages in hedging or research and development services with us.

 

Capital Resources. The primary drivers and material factors impacting our liquidity and capital resources include our ability to generate sufficient cash flows from our operations and renew loans, as well as proceeds from equity and debt financing, to ensure our future growth and expansion plans.

 

Working Capital. Total working capital as of February 29, 2024 amounted to $87.9 million, compared to $6.0 million as of August 31, 2023.

 

Capital Needs. Our capital needs include our daily working capital needs and capital needs to finance the development of our business. Our management believes that income generated from our current operations can satisfy our daily working capital needs over the next 12 months. We may also raise additional capital through public offerings or private placements to finance our business development and to consummate any merger or acquisition, if necessary.

 

Cash flows.

 

The following table sets forth a summary of our cash flows from continuing operations for the periods presented:

 

   For the six months ended 
   February 29,   February 28, 
   2024   2023 
Net cash (used in) provided by operating activities  $(202,487)  $3,514 
Net cash used in investing activities   -    (15,097)
Net cash provided by financing activities   81,443    26,990 
Net (decrease) increase in cash   (121,044)   15,407 
Cash, beginning of period   121,112    45,479 
Cash, end of period  $68   $60,886 

 

Operating Activities

 

Net cash used in operating activities for the six months ended February 29, 2024 was $202.5 million. The net cash used in operating activities was primarily due to (i) purchase of inventories $276.0 million, as partially offset by an increase in accounts payable of $74.5 million.

 

Investing Activities

 

Net cash used in investing activities was nil for the six months ended February 29, 2024.

 

Financing Activities

 

Net cash provided by financing activities was $81.4 million for the six months ended February 29, 2024, primarily due to the proceeds of $88.3 million from issuance of ordinary shares, as partially offset by repayment of third-party loans of $6.9 million.

 

4

 

v3.24.2.u1
Document And Entity Information
 6 Months Ended
Feb. 29, 2024
Document Information Line Items  
Entity Registrant Name Meta Data Limited
Document Type 6-K
Current Fiscal Year End Date --08-31
Amendment Flag false
Entity Central Index Key 0001722380
Document Period End Date Feb. 29, 2024
Document Fiscal Year Focus 2024
Document Fiscal Period Focus Q2
Entity File Number 001-38430
v3.24.2.u1
Condensed Consolidated Balance Sheets - USD ($)
Feb. 29, 2024
Aug. 31, 2023
CURRENT ASSETS    
Cash $ 68 $ 121,112
Inventories 276,000
Prepaid expenses 8
TOTAL CURRENT ASSETS 276,068 121,120
NON-CURRENT ASSETS    
Right-of-use assets 18 24
TOTAL NON-CURRENT ASSETS 18 24
TOTAL ASSETS 276,086 121,144
CURRENT LIABILITIES    
Accounts payable 74,510
Interest payable 16,036 12,123
Accrued expenses 1,379 1,046
Loans payable to third parties - current 5,705
Syndicated loans 61,240 61,240
Operating lease liabilities 31 24
Convertible senior notes 35,000 35,000
TOTAL CURRENT LIABILITIES 188,196 115,138
NON-CURRENT LIABILITIES    
Operating lease liabilities 6 12
Loans payable to third parties - non-current 1,200
TOTAL LIABILITIES 188,202 116,350
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY    
Class A ordinary shares ($0.0005 par value; 180 million and 19.8 billion ordinary shares authorized as of August 31, 2023 and February 29, 2024, respectively; 154 million and 323 million issued and outstanding as of August 31, 2023 and February 29, 2024, respectively) 161 77
Additional paid-in capital 1,039,040 950,772
Accumulated deficits (951,317) (946,055)
Total shareholders’ equity 87,884 4,794
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 276,086 $ 121,144
v3.24.2.u1
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares
Feb. 29, 2024
Aug. 31, 2023
Statement of Financial Position [Abstract]    
Ordinary shares, par value (in Dollars per share) $ 0.0005 $ 0.0005
Ordinary shares, shares authorized 19,800,000,000 180,000,000
Ordinary shares, shares issued 323,000,000 154,000,000
Ordinary shares, shares outstanding 323,000,000 154,000,000
v3.24.2.u1
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($)
 6 Months Ended
Feb. 29, 2024
Feb. 28, 2023
Income Statement [Abstract]    
Revenues $ 19,382 $ 13,018
Cost of revenues (16,030) (7,177)
Gross profit 3,352 5,841
Operating expenses    
Selling and marketing expenses (351)
General and administrative expenses (4,167) (919)
Total operating expenses (4,518) (919)
(Loss) income from operations (1,166) 4,922
Other expenses    
Interest income 253 1
Interest expense (4,346) (2,905)
Other expenses (3) (2)
Total other expenses, net (4,096) (2,906)
(Loss) income from continuing operations (5,262) 2,016
Discontinued operations    
Loss on disposition of discontinued operations (412,513)
Loss from discontinued operations (2,364)
Net loss from discontinued operations (414,877)
Net loss attributable to Meta Data Limited’s shareholders $ (5,262) $ (412,861)
Basic loss per share    
Continuing operations (in Dollars per share) $ (0.03) $ 0.03
Discontinued operations (in Dollars per share) (5.78)
Diluted loss per share    
Continuing operations (in Dollars per share) (0.03) 0.03
Discontinued operations (in Dollars per share) $ (5.78)
v3.24.2.u1
Condensed Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) - USD ($)
Ordinary shares
Additional Paid in capital
Treasury stock
Statutory reserve
Accumulated deficit
Accumulated other comprehensive income (loss)
Meta Data Limited shareholders’ equity
Non- controlling interest
Total
Balance at Aug. 31, 2022 $ 14 $ 895,343 $ (21) $ 2,293 $ (563,470) $ (13,144) $ 321,015 $ (3,631) $ 317,384
Balance (in Shares) at Aug. 31, 2022 29,223,319                
Issuance of ordinary shares and pre-funded warrants at private placement, net of issuance cost $ 21 24,969 24,990 24,990
Issuance of ordinary shares and pre-funded warrants at private placement, net of issuance cost (in Shares) 42,808,219                
Share-based compensation $ 1 3 4 4
Share-based compensation (in Shares) 1,669                
Net loss   (412,861)   (412,861) (412,861)
Disposal of subsidiaries (19,465) (2,293) 21,758 13,144 13,144 3,631 16,775
Balance at Feb. 28, 2023 $ 36 900,850 (21) (954,573) (53,708) (53,708)
Balance (in Shares) at Feb. 28, 2023 72,033,207                
Balance at Aug. 31, 2022 $ 14 895,343 (21) 2,293 (563,470) (13,144) 321,015 (3,631) 317,384
Balance (in Shares) at Aug. 31, 2022 29,223,319                
Net loss                 (412,861)
Balance at Aug. 31, 2023 $ 77 950,793 (21) (946,055) 4,794 $ 4,794
Balance (in Shares) at Aug. 31, 2023 153,948,323               154,000,000
Disposal of treasury stock (21) 21
Issuance of ordinary shares and warrants at private placement, net of issuance cost $ 77 88,271 88,348 88,348
Issuance of ordinary shares and warrants at private placement, net of issuance cost (in Shares) 153,948,323                
Warrants exercised $ 7 (7)
Warrants exercised (in Shares) 14,982,870                
Share-based compensation 4   4 4
Net loss   (5,262) (5,262) (5,262)
Balance at Feb. 29, 2024 $ 161 $ 1,039,040   $ (951,317) $ 87,884 $ 87,884
Balance (in Shares) at Feb. 29, 2024 322,879,516               323,000,000
v3.24.2.u1
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)
 6 Months Ended 12 Months Ended
Feb. 29, 2024
Feb. 28, 2023
Aug. 31, 2023
Cash flows from operating activities      
Net loss $ (5,262) $ (412,861) $ (412,861)
Net loss from discontinued operations (414,877)  
Net loss from discontinued operations (5,262) 2,016  
Amortization of right to use asset 5 6  
Share-based compensation 4 4  
Inventories (276,000)  
Prepaid expenses 8  
Accounts payable 74,510  
Interest payable 3,914 2,905  
Operating lease liabilities 1  
Accrued expenses 333 (1,417)  
Net cash (used in) provided by operating activities from continuing operations (202,487) 3,514  
Net cash provided by operating activities from discontinued operations  
Net cash (used in) provided by operating activities (202,487) 3,514  
Cash flows from investing activities      
Proceeds from disposal of subsidiaries, net of cash (15,097)  
Net cash used in investing activities from continuing operations (15,097)  
Net cash provided by investing activities from discontinued operations  
Net cash used in investing activities (15,097)  
Cash flows from financing activities      
Proceeds from issuance of ordinary shares and warrants, net of issuance cost 88,348 24,990  
Proceeds from third-party loans 2,000  
Repayment of third-party loans (6,905)  
Net cash provided by financing activities from continuing operations 81,443 26,990  
Net cash provided by financing activities from discontinued operations  
Net cash provided by financing activities 81,443 26,990  
Net (decrease) increase in cash (121,044) 15,407  
Cash, beginning of period 121,112 45,479 45,479
Cash, end of period 68 60,886 $ 121,112
Supplemental disclosure of cash flow information:      
Interest paid $ 433  
v3.24.2.u1
Organization and Principal Activities
 6 Months Ended
Feb. 29, 2024
Organization and Principal Activities [Abstract]  
Organization and Principal Activities

Note 1 — Organization and Principal Activities

 

Meta Data Limited (the “Company”, formerly known as “OneSmart International Education Company Limited (“OneSmart”) is a limited company incorporated under the laws of Cayman Islands on March 10, 2017. Since fiscal year 2022, the Company through its consolidated subsidiaries, are engaged in artificial intelligent education service (AIE) and artificial intelligent universe (AIU) IAAS service.

 

AIE is to build an intelligent training system based on intelligent training platform to provide the maximum immersive experience and the best technical foundation for learning, implementation in RT3D with 360-degree landscape, so that all users are no longer bound to bult World with improved digital life experience. AIU IAAS service provides software & hardware infrastructure (IAAS) to Metaverse business operator or individual users. It improves the accessibility of rendering modes through cloud computing and edge computing algorithms and computing power to improve the virtual world. Use of spatial localization algorithm, virtual scene fitting, real-time network transmission, GPU server, and edge computing to reduce cost and network congestion. Reduce the performance threshold requirements for terminal equipment, and improve the immersive user experience

 

Before fiscal year 2021, the company was principally engaged in the provision of premium tutoring services for students of kindergarten and primary, middle and high schools (“K12”) and premium young children education services in the People’s Republic of China (the “PRC”). Due to the PRC legal restrictions on foreign ownership and investment in the education business, the Company conducts its primary business operations through its VIEs.

 

The Company’s Board adopts resolutions approving, and recommends to the shareholders for their approval to change the Company’s corporate name from “OneSmart International Education Company Ltd” to “Meta Data Limited” on its annual general meeting held on April 28, 2022.

 

On October 28, 2022, the Company, OneSmart Edu Inc. (“OneSmart BVI”), the Company’s wholly owned subsidiary, and Muckle Capital Investment Co., Ltd. (the “Purchaser”), entered into a certain share purchase agreement (the “Disposition SPA”). Pursuant to the Disposition SPA, the Purchaser agreed to purchase OneSmart BVI in exchange for cash consideration of $1.0 million (the “Purchase Price”). Upon the closing of the transaction contemplated by the Disposition SPA, the Purchaser will become the sole shareholder of OneSmart BVI and as a result, assume all assets and liabilities of all the subsidiaries and VIE entities owned or controlled by OneSmart BVI. The closing of the Disposition is subject to certain closing conditions including the payment of the Purchase Price, the receipt of a fairness opinion from Roma Appraisals Limited and the approval of the Company’s shareholders.

 

As of November 25, 2022, the Company completed the disposition after the satisfaction or waiver of all closing conditions.

 

Details of the Company’s subsidiaries as of February 29, 2024 are as follows:

 

   Date of  Place of  Percentage of  Principal
Entity  incorporation  incorporation  ownership  activities
Meta Data Limited (“Mata Data”)  March 10, 2017  Cayman  100%  Holding company
Metaverse Information Technology Limited (“Metaverse BVI”)  December 16, 2021  BVI  100%  Holding company
Metaverse Digital Technology Co. Limited (“Metaverse Digital”)  January 11, 2022  U.S.A.  100%  Digital Service
Metaverse Information Technology Limited (“Metaverse HK”)  January 24, 2022  Hong Kong  100%  Artificial intelligent education service and Artificial intelligent universe IAAS service
v3.24.2.u1
Summary of Significant Accounting Policies
 6 Months Ended
Feb. 29, 2024
Summary of Significant Accounting Policies [Abstract]  
Summary of significant accounting policies

Note 2 — Summary of significant accounting policies

 

Basis of presentation and principles of consolidation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and have been consistently applied. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the audited financial statements and notes thereto for the fiscal years ended August 31, 2023 and 2022. Operating results for the six months ended February 29, 2024 are not necessarily indicative of the results that may be expected for the year ending August 31, 2024.

 

The unaudited condensed consolidated financial statements of the Company reflect the principal activities of the Company’s main operation subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation.

 

Use of estimates

 

In preparing the unaudited condensed consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the unaudited condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include the valuation of deferred tax assets. Actual results could differ from those estimates.

 

Foreign currency

 

The functional currency of the Company and its subsidiaries is the United States Dollars (“$”). The Company uses the United State Dollars as its reporting currency.

 

Transactions denominated in foreign currencies are re-measured into the functional currency at the exchange rates prevailing on the transaction dates. Monetary assets and liabilities denominated in foreign currencies are re-measured at the exchange rates prevailing at the balance sheet date. Non-monetary items that are measured in terms of historical cost in foreign currency are re-measured using the exchange rates at the dates of the initial transactions. Exchange gains and losses are included in the unaudited condensed consolidated statements of income.

 

Inventories

 

Inventories are stated at the lower of cost or net realizable value. The cost of inventories is calculated using the weighted average method. Any excess of the cost over the net realizable value of each item of inventories is recognized as a provision for diminution in the value of inventories.

 

Net realizable value is the estimated selling price in the normal course of business less any costs to complete and sell products. The Company evaluates inventories on a yearly basis for its net realizable value adjustments, and reduces the carrying value of those inventories that are obsolete or in excess of the forecasted usage to their estimated net realizable value based on various factors including aging and future demand of each type of inventories.

 

Impairment of long-lived assets

 

The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances, such as a significant adverse change to market conditions that will impact the future use of the assets, indicate that the carrying amount of an asset may not be fully recoverable. When these events occur, the Company evaluates the recoverability of long-lived assets by comparing the carrying amount of the assets to the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their fair value. Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available.

  

Fair value of financial instruments

 

The FASB ASC Topic 820, Fair Value Measurements, defines fair value, establishes a three-level valuation hierarchy for fair value measurements and enhances disclosure requirements.

 

The three levels are defined as follows:

 

Level 1 - Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data.

 

Level 3 - Inputs to the valuation methodology are unobservable.

 

Financial instruments include cash, loans payable to third parties, short-term and long-term loans, and convertible senior notes. The carrying amounts of these financial instruments approximate their fair values because of their short-term maturities.

 

Accounts payable

 

Accounts payable represent liabilities for goods and services provided to the Company prior to the end of the financial year which are unpaid. The amounts are unsecured and are paid on normal commercial terms. 

 

Revenue recognition

 

Revenue is recognized when control of promised services is transferred to the Company’s customers in amounts of consideration to which the Company expects to be entitled to in exchange for those services. The Company follows the five steps approach for revenue recognition under Topic 606: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue as the Company satisfies a performance obligation.

 

Primary sources of the Company’s revenues are as follows:

 

1)Artificial Intelligent Education (AIE) service:

 

To provide modular technical services (such as simulation teaching module, three dimensions teaching module, virtual reality module) to academic and professional training centers. Service contracts are primarily on a fixed price basis. Upon delivery of services, project completion inspection and customer acceptance are generally required. Revenue is recognized at a point in time upon completion of the performance obligation is satisfied and accepted by the customers.

 

2)Artificial Intelligent Universe (AIU) IAAS service:

 

To provide computing resources for data calculation services (such as engineering and scientific research project data calculation and accuracy verification) and for commercial services (such as film and television special effects, 3D animation, advertisement rendering and visualization) to our customers. Service contracts are primarily on a fixed price basis. Upon delivery of services, project completion inspection and customer acceptance are generally required. Revenue is recognized at a point in time upon completion of the performance obligation is satisfied and accepted by the customers.

 

Cost of revenues 

 

Cost of revenues consist of costs directly attributable to the performance of AIE and AIU services which are mainly services provided by third parties.

  

Lease

 

The Company determines if an arrangement contains a lease at the inception of a contract. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of- use assets and lease liabilities are recognized at the commencement date based on the present value of the remaining future minimum lease payments. As the interest rate implicit in the Company’s leases is not readily determinable, the Company utilizes its actual incremental borrowing rates to discount the lease payments.

 

The Company leases premises for offices under non-cancellable operating leases. Right-of-use assets are expensed over the term of lease. The Company leases do not include options to extend nor any restrictions or covenants. The Company has historically been able to renew its office leases. Under the terms of the lease agreements, the Company has no legal or contractual asset retirement obligations at the end of the lease.

 

Income taxes

 

The Company follows the liability method of accounting for income taxes in accordance with ASC 740 (“ASC 740”), Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rate is recognized in tax expense in the period that includes the enactment date of the change in tax rate.

 

The Company accounted for uncertainties in income taxes in accordance with ASC 740. Interest and penalties related to unrecognized tax benefit recognized in accordance with ASC 740 are classified in the unaudited condensed consolidated statements of income as income tax expense.

 

Share-based compensation

 

The Company applies ASC 718 (“ASC 718”), Compensation - Stock Compensation, to account for its employee share-based payments. In accordance with ASC 718, the Company determines whether an award should be classified and accounted for as a liability award or an equity award. All the Company’s share-based awards to employees were classified as equity awards.

 

In accordance with ASC 718, the Company recognizes share-based compensation cost for equity awards to employees with a performance condition based on the probable outcome of that performance condition. Compensation cost is recognized if it is probable that the performance condition will be achieved.

 

A change in any of the terms or conditions of the awards is accounted for as a modification of the awards. Incremental compensation cost is measured as the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified, measured based on the fair value of the awards and other pertinent factors at the modification date. For vested awards, the Company recognizes incremental compensation cost in the period the modification occurs. For unvested awards, the Company recognizes over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award on the modification date. If the fair value of the modified award is lower than the fair value of the original award immediately before modification, the minimum compensation cost the Company recognizes is the cost of the original award. When the vesting conditions (or other terms) of the equity awards granted to employees are modified, the Company first determines on the modification date whether the original vesting conditions were expected to be satisfied, regardless of the entity’s policy election for accounting for forfeitures. If the original vesting conditions were not expected to be satisfied, the grant date fair value of the original equity awards are ignored and the fair value of the equity awards measured at the modification date are recognized if the modified awards ultimately vest. 

 

The Company uses the accelerated method to recognize compensation expense for all awards granted. The Company, with the assistance of an independent third-party valuation firm, determined the fair value of the awards granted to employees. The Company adopted ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, (“ASU 2016-09”) and elected to account for forfeitures as they occur.

 

An award that is cancelled without a replacement award or other form of consideration given to the grantee should be accounted for as a repurchase for no consideration. If an award is cancelled before the completion of the employee’s requisite service period or nonemployee’s vesting period, any previously unrecognized compensation cost should be recognized at the date of the cancellation. Because a cancellation is not the forfeiture of an award, previously recognized compensation cost is not reversed in connection with a cancellation.

 

Earnings/(Loss) per share

 

Basic earnings/(loss) per share is computed by dividing net income/(loss) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period using the two-class method. Under the two-class method, net income/(loss) is allocated between ordinary shares and other participating securities based on their participating rights. Diluted earnings/(loss) per share is calculated by dividing net income/(loss) attributable to ordinary shareholders by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of the ordinary shares issuable upon the conversion of the Company’s convertible senior notes using the if-converted method and ordinary shares issuable upon the exercise of warrants using the treasury stock method. Ordinary equivalent shares are not included in the denominator of the diluted loss per share calculation when inclusion of such shares would be anti-dilutive.

 

Basic and diluted earnings/(loss) per share are not reported separately for Class A or Class B ordinary shares (the “Ordinary Shares”) as each class of shares has the same rights to undistributed and distributed earnings.

 

Segment reporting

 

In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision making Company, in deciding how to allocate resources and in assessing performance. The Company has only one reportable segment since the Company does not distinguish revenues, costs and expenses by operating segments in its internal reporting, and reports costs and expenses by nature as a whole. The Company’s CODM, who has been identified as the CEO, reviews the consolidated results when making decisions about allocating resources and assessing performance of the Company as a whole. As the Company generates all of its revenue in the British Virgin Islands, no geographical segments are presented.

 

Recent accounting pronouncements

 

The Company considers the applicability and impact of all ASUs. Management periodically reviews new accounting standards that are issued.

 

In September 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The FASB is issuing the amendments to enhance the transparency and decision usefulness of income tax disclosures. Investors currently rely on the rate reconciliation table and other disclosures, including total income taxes paid, to evaluate income tax risks and opportunities. While investors find these disclosures helpful, they suggested possible enhancements to better (1) understand an entity’s exposure to potential changes in jurisdictional tax legislation and the ensuing risks and opportunities, (2) assess income tax information that affects cash flow forecasts and capital allocation decisions, and (3) identify potential opportunities to increase future cash flows. The FASB decided that the amendments should be effective for public business entities for annual periods beginning after December 15, 2024. Early adoption is permitted. The adoption of this guidance did not have a material impact on its financial position, results of operations and cash flows.

 

In July 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in ASU 2023-07 improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The adoption of this guidance did not have a material impact on its financial position, results of operations and cash flows.
v3.24.2.u1
Loans
 6 Months Ended
Feb. 29, 2024
Loans [Abstract]  
Loans

Note 3 — Loans

 

The following table presents the Company’s outstanding loans as of February 29, 2024 and August 31, 2023:

 

   As of   As of 
   February 29,   August 31, 
   2024   2023 
Long-term loans, current portion  $61,240   $61,240 
Total  $61,240   $61,240 

 

In March 2019, The Company entered into a banking facility agreement with UBS AG Singapore Branch, pursuant to which Shanghai OneSmart is entitled to borrow a USD denominated loan of $139 million term facility and $61 million greenshoe facility with a floating interest rate of LIBOR+2.7 %. The term facility has a three-year term from the initial drawdown date and should be repaid in installments. The Company drew down the $139 million term facility in full in March 2019. The proceeds from this term facility were used for the Group’s share repurchase program, working capital, capital expenditure, and other general corporate purposes; and is guaranteed by OneSmart HK and subject to certain financial covenants as defined in the facility agreement. The Company is in default on these loans.
v3.24.2.u1
Convertible Senior Notes
 6 Months Ended
Feb. 29, 2024
Convertible Senior Notes [Abstract]  
Convertible senior notes

Note 4 — Convertible senior notes

 

On February 28, 2020 and March 16, 2020, the Company issued $25 million and $10 million convertible senior notes (the “Notes”) to Yiheng Capital Partners, L.P., (“Yiheng Capital”) and Keenan Capital Fund, LP, (“Keenan Capital”), respectively. Interest shall be payable semi-annually in arrears at a rate of 4.75% per annum on each August 1 and February 1, commencing on August 1, 2020. The Notes will mature on February 28, 2025 and March 16, 2025, respectively unless repurchased or converted in accordance with their terms prior to such date. On January 30, 2022, Yiheng Capital transferred the convertible senior notes to Mr. Kun Wang.

 

The Notes are unsecured, $25 million Notes convertible into $6.75 per ADS and $10 million Notes convertible into $6.15 per ADS, bear interest at a rate of 4.75% per annum plus additional 2% per annum when in default. In 2022, 2023 and 2024, the Company hasn’t paid the principal and interests of the convertible senior notes. Therefore, the convertible senior notes are in default.
v3.24.2.u1
Lease
 6 Months Ended
Feb. 29, 2024
Lease [Abstract]  
Lease

Note 5 — Lease

 

On September 1, 2022, the Group leases office spaces for its operations under non-cancelable operating lease agreement with expiration date in August 2025. The Group has no finance leases. The Company do not assume renewals in our determination of the lease term unless the renewals are reasonably certain to be exercised at lease commencement. The Group’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Lease expenses for the six months ended February 29, 2024 and February 28, 2023 were $5 and $6, respectively.

 

Supplemental balance sheet information related to operating leases was as follows:

 

   As of   As of 
   February 29,   August 31, 
   2024   2023 
Right-of-use assets under operating leases  $18   $24 
           
Operating lease liabilities, current   31    24 
Operating lease liabilities, non-current   6    12 
Total operating lease liabilities  $37   $36 

 

   As of 
   February 29, 
Twelve months ending August 31,  2024 
Fiscal year 2024  $31 
Fiscal year 2025   6 
Total Future minimum lease payments   37 
Less: Imputed interest   
-
 
Total  $37 
v3.24.2.u1
Shareholders’ equity
 6 Months Ended
Feb. 29, 2024
Shareholders' Equity [Abstract]  
Shareholders’ equity

Note 6 — Shareholders’ equity

 

On December 12, 2023, the authorized share capital of the Company, as approved by the shareholders, were changed from US$100,000 divided into 200,000,000 shares of a par value of US$0.0005 each, comprising of (i) 140,000,000 Class A ordinary shares of a par value of US$0.0005 each, (ii) 20,000,000 Class B ordinary shares of a par value of US$0.0005 each, and (iii) 40,000,000 shares of a par value of US$0.0005 each to be designated by the board of directors to US$100,000,000 divided into 20,000,000,000 shares of a par value of US$0.0005 each, comprising of (i) 19,800,000,000 Class A ordinary shares of a par value of US$0.0005 each, (ii) 200,000,000 Class B ordinary shares of a par value of US$0.0005 each.

 

During the year ending August 31, 2024, the Company issued 153,948,323 Class A ordinary shares at $0.576 per ordinary share for a gross proceed of $88.7 million in December 2023.

 

As of February 29, 2024, the Company had ordinary shares outstanding comprising of 322,879,516 Class A ordinary shares and nil Class B ordinary shares, respectively. No Class B ordinary shares were converted into Class A ordinary shares as of February 29, 2024.

 

As of August 31, 2023, the Company had ordinary shares outstanding comprising of 153,948,323 Class A ordinary shares and nil Class B ordinary shares, respectively. No Class B ordinary shares were converted into Class A ordinary shares as of August 31, 2023.

 

Warrants

 

During the year ended August 31, 2023, the Company issued (i) 42,808,219 warrants on September 1, 2022 with two warrants can be convertible into one Class A ordinary share at an exercise price of $0.701, can be exercised cashlessly after November 30, 2023 and with an expiry date of August 31, 2027, i.e. five years anniversary after issuance date; (ii) 41,806,020 warrants on May 31, 2023 with one warrant can be convertible into one Class A ordinary share at an exercise price of $0.7475, can be exercised cashlessly after August 30, 2023 and with an expiry date of May 30, 2028, i.e. five years anniversary after issuance date; and (iii) 40,109,096 warrants on July 20, 2023 with one warrant can be convertible into one Class A ordinary share at an exercise price of $0.7791, can be exercised cashlessly after October 19, 2023 and with an expiry date of July 19, 2028, i.e. five years anniversary after issuance date.

 

On January 12, 2024, the Company issued 153,948,323 warrants with one warrant can be convertible into one Class A ordinary share at an exercise price of $0.576 and can be exercised cashlessly after April 12, 2024 and with an expiry date of January 11, 2029.

 

On February 8, 2024, upon negotiation with the warrant holders, the Company entered into certain warrant amendment agreement with the warrant holders which adjusted warrants from 42,808,219 to 14,982,870, from 41,806,020 to 29,264,210 and from 40,109,096 to 28,076,367.

 

In February 2024, 14,982,870 warrants were exercised cashlessly into 14,982,870 Class A ordinary shares.

 

In March 2024, 57,340,577 warrants were exercised cashlessly into 57,340,577 Class A ordinary shares.

 

As of February 29, 2024 and August 31, 2023, 211,288,900 warrants and 124,723,326 warrants were outstanding.
v3.24.2.u1
Income taxes
 6 Months Ended
Feb. 29, 2024
Income taxes [Abstract]  
Income taxes

Note 7 — Income taxes

 

Cayman Islands

 

Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain arising in Cayman Islands. Additionally, upon payments of dividends to its shareholders, no Cayman Islands withholding tax will be imposed.

 

British Virgin Islands

 

Under the current laws of the British Virgin Islands, BVI incorporated companies are not subject to tax on income or capital gains. In addition, upon payments of dividends by the company to its shareholders, no British Virgin Islands withholding tax will be imposed.

 

Hong Kong

 

Hong Kong incorporated companies are subject to Hong Kong profits tax of 16.5% on the activities conducted in Hong Kong. No provision for Hong Kong profits tax was made in the consolidated financial statements as it had no assessable income for the years ended August 31, 2021, 2022 and 2023.
v3.24.2.u1
Earnings (loss) per share
 6 Months Ended
Feb. 29, 2024
Earnings (loss) per share [Abstract]  
Earnings (loss) per share

Note 8 — Earnings (loss) per share

 

Year Ended February 29, 2024 and February 28, 2023  2024   2023 
Net loss available for ordinary shareholders (A)  $(5,262)  $(412,861)
- continuing operations  $(5,262)  $2,016 
- discontinued operations   
-
   $(414,877)
           
Weighted average outstanding ordinary shares (B)          
- basic   196,795    71,796 
- diluted   319,826    93,645 
           
Earnings (loss) per ordinary share - basic (A/B)  $(0.03)  $(5.75)
- Continuing operations  $(0.03)  $0.03 
- Discontinued operations   
-
   $(5.78)
           
Earnings (loss) per ordinary share - diluted (A/B)  $(0.03)  $(5.75)
- Continuing operations  $(0.03)  $0.03 
- Discontinued operations   
-
   $(5.78)

 

Convertible notes and warrants that could potentially dilute basic EPS in the future that were not included in the computation of diluted EPS because to do so would have been antidilutive for the six months ended February 28, 2023 presented and the exercise price of warrants were higher than the average prices for the period. 
v3.24.2.u1
Concentration of major customers and suppliers
 6 Months Ended
Feb. 29, 2024
Concentration of major customers and suppliers [Abstract]  
Concentration of major customers and suppliers

Note 9 — Concentration of major customers and suppliers

 

For the six months ended February 29, 2024, five major customers accounted for 26.1%, 25.5%, 24.3%, 12.7% and 11.4% respectively of the Company’s revenue. For the six months ended February 28, 2023, four major customers accounted for 29.9%, 26.9%, 26.7% and 10.9% respectively of the Company’s revenue. Any decrease in revenue to these major customers may negatively impact the Company’s operations and cash flows if the Company fails to increase its sales to other customers.

 

No single customer accounted for 10% or more of total outstanding accounts receivable balance as of February 29, 2024 and August 31, 2023.

 

For the six months ended February 29, 2024 and February 28, 2023, one supplier accounted for 100% of cost of revenue.
v3.24.2.u1
Commitments and contingencies
 6 Months Ended
Feb. 29, 2024
Commitments and contingencies [Abstract]  
Commitments and contingencies

Note 10 — Commitments and contingencies

 

(a)Capital commitments

 

As of February 29, 2024 and August 31, 2023, the Company did not have any capital commitment.

 

(b)Contingencies

 

There are no claims, lawsuits, investigations and proceedings, including unasserted claims that are probable to be assessed, that have in the recent past caused, or to the Company’s knowledge, are reasonably possible to cause, a material change on the Company’s financial position, results of operations, or cash flow.
v3.24.2.u1
Subsequent events
 6 Months Ended
Feb. 29, 2024
Subsequent events [Abstract]  
Subsequent events

Note 11 — Subsequent events

 

Management has reviewed events occurring through the date the consolidated financial statements were issued and, except as disclosed elsewhere in the consolidated financial statements, no subsequent events occurred that require accrual or disclosure.
v3.24.2.u1
Accounting Policies, by Policy (Policies)
 6 Months Ended
Feb. 29, 2024
Summary of Significant Accounting Policies [Abstract]  
Basis of presentation and principles of consolidation

Basis of presentation and principles of consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and have been consistently applied. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the audited financial statements and notes thereto for the fiscal years ended August 31, 2023 and 2022. Operating results for the six months ended February 29, 2024 are not necessarily indicative of the results that may be expected for the year ending August 31, 2024.

The unaudited condensed consolidated financial statements of the Company reflect the principal activities of the Company’s main operation subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation.
Use of estimates

Use of estimates

In preparing the unaudited condensed consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the unaudited condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include the valuation of deferred tax assets. Actual results could differ from those estimates.
Foreign currency

Foreign currency

The functional currency of the Company and its subsidiaries is the United States Dollars (“$”). The Company uses the United State Dollars as its reporting currency.

Transactions denominated in foreign currencies are re-measured into the functional currency at the exchange rates prevailing on the transaction dates. Monetary assets and liabilities denominated in foreign currencies are re-measured at the exchange rates prevailing at the balance sheet date. Non-monetary items that are measured in terms of historical cost in foreign currency are re-measured using the exchange rates at the dates of the initial transactions. Exchange gains and losses are included in the unaudited condensed consolidated statements of income.

 
Inventories

Inventories

Inventories are stated at the lower of cost or net realizable value. The cost of inventories is calculated using the weighted average method. Any excess of the cost over the net realizable value of each item of inventories is recognized as a provision for diminution in the value of inventories.

Net realizable value is the estimated selling price in the normal course of business less any costs to complete and sell products. The Company evaluates inventories on a yearly basis for its net realizable value adjustments, and reduces the carrying value of those inventories that are obsolete or in excess of the forecasted usage to their estimated net realizable value based on various factors including aging and future demand of each type of inventories.
Impairment of long-lived assets

Impairment of long-lived assets

The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances, such as a significant adverse change to market conditions that will impact the future use of the assets, indicate that the carrying amount of an asset may not be fully recoverable. When these events occur, the Company evaluates the recoverability of long-lived assets by comparing the carrying amount of the assets to the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their fair value. Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available.
Fair value of financial instruments

Fair value of financial instruments

The FASB ASC Topic 820, Fair Value Measurements, defines fair value, establishes a three-level valuation hierarchy for fair value measurements and enhances disclosure requirements.

The three levels are defined as follows:

Level 1 - Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data.

Level 3 - Inputs to the valuation methodology are unobservable.

Financial instruments include cash, loans payable to third parties, short-term and long-term loans, and convertible senior notes. The carrying amounts of these financial instruments approximate their fair values because of their short-term maturities.
Accounts payable

Accounts payable

Accounts payable represent liabilities for goods and services provided to the Company prior to the end of the financial year which are unpaid. The amounts are unsecured and are paid on normal commercial terms. 

 
Revenue recognition

Revenue recognition

Revenue is recognized when control of promised services is transferred to the Company’s customers in amounts of consideration to which the Company expects to be entitled to in exchange for those services. The Company follows the five steps approach for revenue recognition under Topic 606: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue as the Company satisfies a performance obligation.

Primary sources of the Company’s revenues are as follows:

1)Artificial Intelligent Education (AIE) service:

To provide modular technical services (such as simulation teaching module, three dimensions teaching module, virtual reality module) to academic and professional training centers. Service contracts are primarily on a fixed price basis. Upon delivery of services, project completion inspection and customer acceptance are generally required. Revenue is recognized at a point in time upon completion of the performance obligation is satisfied and accepted by the customers.

2)Artificial Intelligent Universe (AIU) IAAS service:

To provide computing resources for data calculation services (such as engineering and scientific research project data calculation and accuracy verification) and for commercial services (such as film and television special effects, 3D animation, advertisement rendering and visualization) to our customers. Service contracts are primarily on a fixed price basis. Upon delivery of services, project completion inspection and customer acceptance are generally required. Revenue is recognized at a point in time upon completion of the performance obligation is satisfied and accepted by the customers.
Cost of revenues

Cost of revenues 

Cost of revenues consist of costs directly attributable to the performance of AIE and AIU services which are mainly services provided by third parties.
Lease

Lease

The Company determines if an arrangement contains a lease at the inception of a contract. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of- use assets and lease liabilities are recognized at the commencement date based on the present value of the remaining future minimum lease payments. As the interest rate implicit in the Company’s leases is not readily determinable, the Company utilizes its actual incremental borrowing rates to discount the lease payments.

The Company leases premises for offices under non-cancellable operating leases. Right-of-use assets are expensed over the term of lease. The Company leases do not include options to extend nor any restrictions or covenants. The Company has historically been able to renew its office leases. Under the terms of the lease agreements, the Company has no legal or contractual asset retirement obligations at the end of the lease.

 
Income taxes

Income taxes

The Company follows the liability method of accounting for income taxes in accordance with ASC 740 (“ASC 740”), Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rate is recognized in tax expense in the period that includes the enactment date of the change in tax rate.

The Company accounted for uncertainties in income taxes in accordance with ASC 740. Interest and penalties related to unrecognized tax benefit recognized in accordance with ASC 740 are classified in the unaudited condensed consolidated statements of income as income tax expense.
Share-based compensation

Share-based compensation

The Company applies ASC 718 (“ASC 718”), Compensation - Stock Compensation, to account for its employee share-based payments. In accordance with ASC 718, the Company determines whether an award should be classified and accounted for as a liability award or an equity award. All the Company’s share-based awards to employees were classified as equity awards.

In accordance with ASC 718, the Company recognizes share-based compensation cost for equity awards to employees with a performance condition based on the probable outcome of that performance condition. Compensation cost is recognized if it is probable that the performance condition will be achieved.

A change in any of the terms or conditions of the awards is accounted for as a modification of the awards. Incremental compensation cost is measured as the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified, measured based on the fair value of the awards and other pertinent factors at the modification date. For vested awards, the Company recognizes incremental compensation cost in the period the modification occurs. For unvested awards, the Company recognizes over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award on the modification date. If the fair value of the modified award is lower than the fair value of the original award immediately before modification, the minimum compensation cost the Company recognizes is the cost of the original award. When the vesting conditions (or other terms) of the equity awards granted to employees are modified, the Company first determines on the modification date whether the original vesting conditions were expected to be satisfied, regardless of the entity’s policy election for accounting for forfeitures. If the original vesting conditions were not expected to be satisfied, the grant date fair value of the original equity awards are ignored and the fair value of the equity awards measured at the modification date are recognized if the modified awards ultimately vest. 

The Company uses the accelerated method to recognize compensation expense for all awards granted. The Company, with the assistance of an independent third-party valuation firm, determined the fair value of the awards granted to employees. The Company adopted ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, (“ASU 2016-09”) and elected to account for forfeitures as they occur.

An award that is cancelled without a replacement award or other form of consideration given to the grantee should be accounted for as a repurchase for no consideration. If an award is cancelled before the completion of the employee’s requisite service period or nonemployee’s vesting period, any previously unrecognized compensation cost should be recognized at the date of the cancellation. Because a cancellation is not the forfeiture of an award, previously recognized compensation cost is not reversed in connection with a cancellation.

 
Earnings/(Loss) per share

Earnings/(Loss) per share

Basic earnings/(loss) per share is computed by dividing net income/(loss) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period using the two-class method. Under the two-class method, net income/(loss) is allocated between ordinary shares and other participating securities based on their participating rights. Diluted earnings/(loss) per share is calculated by dividing net income/(loss) attributable to ordinary shareholders by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of the ordinary shares issuable upon the conversion of the Company’s convertible senior notes using the if-converted method and ordinary shares issuable upon the exercise of warrants using the treasury stock method. Ordinary equivalent shares are not included in the denominator of the diluted loss per share calculation when inclusion of such shares would be anti-dilutive.

Basic and diluted earnings/(loss) per share are not reported separately for Class A or Class B ordinary shares (the “Ordinary Shares”) as each class of shares has the same rights to undistributed and distributed earnings.
Segment reporting

Segment reporting

In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision making Company, in deciding how to allocate resources and in assessing performance. The Company has only one reportable segment since the Company does not distinguish revenues, costs and expenses by operating segments in its internal reporting, and reports costs and expenses by nature as a whole. The Company’s CODM, who has been identified as the CEO, reviews the consolidated results when making decisions about allocating resources and assessing performance of the Company as a whole. As the Company generates all of its revenue in the British Virgin Islands, no geographical segments are presented.
Recent accounting pronouncements

Recent accounting pronouncements

The Company considers the applicability and impact of all ASUs. Management periodically reviews new accounting standards that are issued.

In September 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The FASB is issuing the amendments to enhance the transparency and decision usefulness of income tax disclosures. Investors currently rely on the rate reconciliation table and other disclosures, including total income taxes paid, to evaluate income tax risks and opportunities. While investors find these disclosures helpful, they suggested possible enhancements to better (1) understand an entity’s exposure to potential changes in jurisdictional tax legislation and the ensuing risks and opportunities, (2) assess income tax information that affects cash flow forecasts and capital allocation decisions, and (3) identify potential opportunities to increase future cash flows. The FASB decided that the amendments should be effective for public business entities for annual periods beginning after December 15, 2024. Early adoption is permitted. The adoption of this guidance did not have a material impact on its financial position, results of operations and cash flows.

In July 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in ASU 2023-07 improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The adoption of this guidance did not have a material impact on its financial position, results of operations and cash flows.
v3.24.2.u1
Organization and Principal Activities (Tables)
 6 Months Ended
Feb. 29, 2024
Organization and Principal Activities [Abstract]  
Schedule of the Company’s Subsidiaries Details of the Company’s subsidiaries as of February 29, 2024 are as follows:
   Date of  Place of  Percentage of  Principal
Entity  incorporation  incorporation  ownership  activities
Meta Data Limited (“Mata Data”)  March 10, 2017  Cayman  100%  Holding company
Metaverse Information Technology Limited (“Metaverse BVI”)  December 16, 2021  BVI  100%  Holding company
Metaverse Digital Technology Co. Limited (“Metaverse Digital”)  January 11, 2022  U.S.A.  100%  Digital Service
Metaverse Information Technology Limited (“Metaverse HK”)  January 24, 2022  Hong Kong  100%  Artificial intelligent education service and Artificial intelligent universe IAAS service
v3.24.2.u1
Loans (Tables)
 6 Months Ended
Feb. 29, 2024
Loans [Abstract]  
Schedule of Company’s Outstanding Loans The following table presents the Company’s outstanding loans as of February 29, 2024 and August 31, 2023:
   As of   As of 
   February 29,   August 31, 
   2024   2023 
Long-term loans, current portion  $61,240   $61,240 
Total  $61,240   $61,240 
v3.24.2.u1
Lease (Tables)
 6 Months Ended
Feb. 29, 2024
Lease [Abstract]  
Schedule of Supplemental Balance Sheet Information Related to Operating Leases Supplemental balance sheet information related to operating leases was as follows:
   As of   As of 
   February 29,   August 31, 
   2024   2023 
Right-of-use assets under operating leases  $18   $24 
           
Operating lease liabilities, current   31    24 
Operating lease liabilities, non-current   6    12 
Total operating lease liabilities  $37   $36 
Schedule of Maturities of Lease Liability
   As of 
   February 29, 
Twelve months ending August 31,  2024 
Fiscal year 2024  $31 
Fiscal year 2025   6 
Total Future minimum lease payments   37 
Less: Imputed interest   
-
 
Total  $37 
v3.24.2.u1
Earnings (loss) per share (Tables)
 6 Months Ended
Feb. 29, 2024
Earnings (loss) per share [Abstract]  
Schedule of Basic and Diluted Net Income Per Share
Year Ended February 29, 2024 and February 28, 2023  2024   2023 
Net loss available for ordinary shareholders (A)  $(5,262)  $(412,861)
- continuing operations  $(5,262)  $2,016 
- discontinued operations   
-
   $(414,877)
           
Weighted average outstanding ordinary shares (B)          
- basic   196,795    71,796 
- diluted   319,826    93,645 
           
Earnings (loss) per ordinary share - basic (A/B)  $(0.03)  $(5.75)
- Continuing operations  $(0.03)  $0.03 
- Discontinued operations   
-
   $(5.78)
           
Earnings (loss) per ordinary share - diluted (A/B)  $(0.03)  $(5.75)
- Continuing operations  $(0.03)  $0.03 
- Discontinued operations   
-
   $(5.78)
v3.24.2.u1
Organization and Principal Activities (Details)
$ in Millions
 6 Months Ended
Feb. 29, 2024
USD ($)
Organization and Principal Activities [Abstract]  
Exchange for cash consideration $ 1.0
v3.24.2.u1
Organization and Principal Activities (Details) - Schedule of the Company’s Subsidiaries
 6 Months Ended
Feb. 29, 2024
Meta Data Limited (“Mata Data”) [Member]  
Schedule of the Company’s subsidiaries [Line Items]  
Date of incorporation Mar. 10, 2017
Place of incorporation Cayman
Percentage of ownership 100.00%
Principal activities Holding company
Metaverse Information Technology Limited (“Metaverse BVI”) [Member]  
Schedule of the Company’s subsidiaries [Line Items]  
Date of incorporation Dec. 16, 2021
Place of incorporation BVI
Percentage of ownership 100.00%
Principal activities Holding company
Metaverse Digital Technology Co. Limited (“Metaverse Digital”) [Member]  
Schedule of the Company’s subsidiaries [Line Items]  
Date of incorporation Jan. 11, 2022
Place of incorporation U.S.A.
Percentage of ownership 100.00%
Principal activities Digital Service
Metaverse Information Technology Limited (“Metaverse HK”) [Member]  
Schedule of the Company’s subsidiaries [Line Items]  
Date of incorporation Jan. 24, 2022
Place of incorporation Hong Kong
Percentage of ownership 100.00%
Principal activities Artificial intelligent education service and Artificial intelligent universe IAAS service
v3.24.2.u1
Loans (Details)
$ in Millions
Mar. 31, 2019
USD ($)
Loans [Abstract]  
Long-term loans $ 139
Long-term loans of term facility $ 61
Floating interest rate 2.70%
Debt repaid $ 139
v3.24.2.u1
Loans (Details) - Schedule of Company’s Outstanding Loans - USD ($)
Feb. 29, 2024
Aug. 31, 2023
Schedule of Company’s Outstanding Loans [Abstract]    
Long-term loans, current portion $ 61,240 $ 61,240
Total $ 61,240 $ 61,240
v3.24.2.u1
Convertible Senior Notes (Details) - USD ($)
$ / shares in Units, $ in Millions
 6 Months Ended
Mar. 16, 2020
Feb. 28, 2020
Feb. 29, 2024
Aug. 01, 2020
Feb. 01, 2020
Convertible Senior Notes [Line Items]          
Issued of convertible senior notes $ 10 $ 25      
Interest rate, Percentage       4.75% 4.75%
Unsecured amount     $ 25    
Notes convertible amount     $ 10    
Additional Interest Percentage     2.00%    
Convertible Senior Notes [Member]          
Convertible Senior Notes [Line Items]          
Interest rate, Percentage       4.75%  
Bear interest at a rate     4.75%    
Maximum [Member] | American Depository Share [Member]          
Convertible Senior Notes [Line Items]          
Convertible price per share     $ 6.75    
Minimum [Member] | American Depository Share [Member]          
Convertible Senior Notes [Line Items]          
Convertible price per share     $ 6.15    
v3.24.2.u1
Lease (Details) - USD ($)
 6 Months Ended
Feb. 29, 2024
Feb. 28, 2023
Lease [Abstract]    
Lease expense $ 5 $ 6
v3.24.2.u1
Lease (Details) - Schedule of Supplemental Balance Sheet Information Related to Operating Leases - USD ($)
Feb. 29, 2024
Aug. 31, 2023
Schedule of Supplemental Balance Sheet Information Related to Operating Leases [Abstract]    
Right-of-use assets under operating leases $ 18 $ 24
Operating lease liabilities, current 31 24
Operating lease liabilities, non-current 6 12
Total operating lease liabilities $ 37 $ 36
v3.24.2.u1
Lease (Details) - Schedule of Maturities of Lease Liability - USD ($)
Feb. 29, 2024
Aug. 31, 2023
Schedule of Maturities of Lease Liability [Abstract]    
Fiscal year 2024 $ 31  
Fiscal year 2025 6  
Total Future minimum lease payments 37  
Less: Imputed interest  
Total $ 37 $ 36
v3.24.2.u1
Shareholders’ equity (Details) - USD ($)
$ / shares in Units, $ in Millions
 1 Months Ended 6 Months Ended
Feb. 08, 2024
Jan. 12, 2024
Aug. 31, 2024
Dec. 31, 2023
Feb. 29, 2024
Mar. 31, 2024
Aug. 31, 2023
Shareholders’ equity [Line Items]              
Ordinary shares, description         the authorized share capital of the Company, as approved by the shareholders, were changed from US$100,000 divided into 200,000,000 shares of a par value of US$0.0005 each, comprising of (i) 140,000,000 Class A ordinary shares of a par value of US$0.0005 each, (ii) 20,000,000 Class B ordinary shares of a par value of US$0.0005 each, and (iii) 40,000,000 shares of a par value of US$0.0005 each to be designated by the board of directors to US$100,000,000 divided into 20,000,000,000 shares of a par value of US$0.0005 each, comprising of (i) 19,800,000,000 Class A ordinary shares of a par value of US$0.0005 each, (ii) 200,000,000 Class B ordinary shares of a par value of US$0.0005 each.    
Ordinary shares par value (in Dollars per share)         $ 0.0005   $ 0.0005
Shares outstanding         323,000,000   154,000,000
Warrant description         (i) 42,808,219 warrants on September 1, 2022 with two warrants can be convertible into one Class A ordinary share at an exercise price of $0.701, can be exercised cashlessly after November 30, 2023 and with an expiry date of August 31, 2027, i.e. five years anniversary after issuance date; (ii) 41,806,020 warrants on May 31, 2023 with one warrant can be convertible into one Class A ordinary share at an exercise price of $0.7475, can be exercised cashlessly after August 30, 2023 and with an expiry date of May 30, 2028, i.e. five years anniversary after issuance date; and (iii) 40,109,096 warrants on July 20, 2023 with one warrant can be convertible into one Class A ordinary share at an exercise price of $0.7791, can be exercised cashlessly after October 19, 2023 and with an expiry date of July 19, 2028, i.e. five years anniversary after issuance date.    
Convertible shares   1          
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)   $ 0.576          
Warrants outstanding         14,982,870 57,340,577  
Warrant [Member]              
Shareholders’ equity [Line Items]              
Number of warrants issued   153,948,323          
Warrants shares   1          
Warrants outstanding         211,288,900   124,723,326
Maximum [Member]              
Shareholders’ equity [Line Items]              
Warrants exercised 40,109,096            
Maximum [Member] | Warrant [Member]              
Shareholders’ equity [Line Items]              
Warrants exercised 42,808,219            
Maximum [Member] | Warrant Amendment Agreement [Member]              
Shareholders’ equity [Line Items]              
Warrants exercised 41,806,020            
Minimum [Member]              
Shareholders’ equity [Line Items]              
Warrants exercised 28,076,367            
Minimum [Member] | Warrant [Member]              
Shareholders’ equity [Line Items]              
Warrants exercised 14,982,870            
Minimum [Member] | Warrant Amendment Agreement [Member]              
Shareholders’ equity [Line Items]              
Warrants exercised 29,264,210            
Class A ordinary [Member]              
Shareholders’ equity [Line Items]              
Ordinary shares gross proceed (in Dollars)       $ 88.7      
Shares outstanding         322,879,516   153,948,323
Warrants outstanding         14,982,870 57,340,577  
Class B Ordinary Shares [Member]              
Shareholders’ equity [Line Items]              
Shares outstanding          
Forecast [Member] | Class A ordinary [Member]              
Shareholders’ equity [Line Items]              
Ordinary shares issued     153,948,323        
Ordinary shares par value (in Dollars per share)     $ 0.576        
v3.24.2.u1
Income taxes (Details)
 6 Months Ended
Feb. 29, 2024
Hong Kong [Member]  
Income taxes [Line Items]  
Percentage of profit tax 16.50%
v3.24.2.u1
Earnings (loss) per share (Details) - Schedule of Basic and Diluted Net Income Per Share - USD ($)
 6 Months Ended 12 Months Ended
Feb. 29, 2024
Feb. 28, 2023
Dec. 31, 2024
Aug. 31, 2023
Earnings (loss) per share [Abstract]        
Net loss available for ordinary shareholders (A) (in Dollars) $ (5,262) $ (412,861) $ (5,262) $ (412,861)
- continuing operations (in Dollars) $ (5,262) $ 2,016 (5,262) 2,016
- discontinued operations (in Dollars)     $ (414,877)
Weighted average outstanding ordinary shares (B)        
- basic (in Shares)     196,795 71,796
- diluted (in Shares)     319,826 93,645
Earnings (loss) per ordinary share - basic (A/B)     $ (0.03) $ (5.75)
- Continuing operations $ (0.03) $ 0.03 (0.03) 0.03
- Discontinued operations (5.78) (5.78)
Earnings (loss) per ordinary share - diluted (A/B)     (0.03) (5.75)
- Continuing operations (0.03) 0.03 (0.03) 0.03
- Discontinued operations $ (5.78) $ (5.78)
v3.24.2.u1
Concentration of major customers and suppliers (Details)
 6 Months Ended 12 Months Ended
Feb. 29, 2024
Feb. 28, 2023
Aug. 31, 2023
Customer Concentration Risk [Member] | One Customer [Member] | Revenue Benchmark [Member]      
Concentration of major customers and suppliers [Line Items]      
Concentration risk, percentage 26.10% 29.90%  
Customer Concentration Risk [Member] | Two Customers [Member] | Revenue Benchmark [Member]      
Concentration of major customers and suppliers [Line Items]      
Concentration risk, percentage 25.50% 26.90%  
Customer Concentration Risk [Member] | Three Customers [Member] | Revenue Benchmark [Member]      
Concentration of major customers and suppliers [Line Items]      
Concentration risk, percentage 24.30% 26.70%  
Customer Concentration Risk [Member] | Four Customers [Member] | Revenue Benchmark [Member]      
Concentration of major customers and suppliers [Line Items]      
Concentration risk, percentage 12.70% 10.90%  
Customer Concentration Risk [Member] | Five Customers [Member] | Revenue Benchmark [Member]      
Concentration of major customers and suppliers [Line Items]      
Concentration risk, percentage 11.40%    
Customer Concentration Risk [Member] | No Single Customer [Member] | Revenue Benchmark [Member]      
Concentration of major customers and suppliers [Line Items]      
Concentration risk, percentage 10.00%    
Customer Concentration Risk [Member] | No Single Customer [Member] | Accounts Receivable [Member]      
Concentration of major customers and suppliers [Line Items]      
Concentration risk, percentage     10.00%
Supplier Concentration Risk [Member] | Revenue Benchmark [Member] | One Supplier [Member]      
Concentration of major customers and suppliers [Line Items]      
Concentration risk, percentage 100.00% 100.00%  
Grafico Azioni Meta Data (NYSE:AIU)
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Grafico Azioni Meta Data (NYSE:AIU)
Storico
Da Gen 2024 a Gen 2025 Clicca qui per i Grafici di Meta Data