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SHARE CAPITAL AND RESERVE
3 Months Ended
Jun. 30, 2026
Share Capital And Reserve  
SHARE CAPITAL AND RESERVE

17. SHARE CAPITAL AND RESERVE

 

Common Stock

 

In August 2022, the Company completed its IPO and 333,333 Common Stock were issued and sold to the public, with proceeds of approximately $20.2 million, net of underwriter commissions and relevant offering expenses.

 

In September 2022, 26,111 shares were issued upon cashless exercise of Underwriter Warrants.

 

On February 3, 2023, 224,667 shares were issued as pre-delivery shares to the placement agents.

 

In January 2023, the Company increased its authorized share capital and the authorized share capital is $250,000 divided into 250,000,000 shares of Common Stock with par value of US$0.001 per share.

 

The Company effected the amendment and combination to the outstanding shares of its Common Stock into fewer number of outstanding shares (the “Reverse Stock Split Amendment”) at a ratio of one-for-ten, with effect on June 26, 2023. As a result, the number of shares was reduced by 33,655,839 shares.

 

After the Reverse Stock Split Amendment, the Company issued 109,613 shares of Common Stock with par value of US$0.001 per share.

 

On April 29, 2024, the Company entered into two private placement agreements (the “Agreements”) with certain individual investors (the “Investors”) who are independent third parties, pursuant to which the Company issued to each of the Investors 22,000 shares of its Common Stock, par value $0.001 per share, at a price of $0.98 per share, resulting in aggregate gross proceeds to the Company of $646,800, which closed on the same day. Pursuant to the Agreements, the Company issued an aggregate of 44,000 unregistered shares of Common Stock to the Investors.

 

On August 11, 2025, the Company issued and granted 10,778 shares of Common Stock to directors and executive officers pursuant to the Company’s 2024 Equity Incentive Plan. These incentive shares vested immediately. The stock-based compensation expense recognized in connection with these shares was $70,001.

 

On March 30, 2026, the Company effected a reverse stock split of its outstanding shares of common stock at a ratio of one-for-fifteen. As a result of the reverse stock split, every fifteen shares of common stock outstanding immediately prior to the effective time were reclassified and combined into one share of common stock, without any change in the par value of $0.001 per share or the total number of authorized shares. No fractional shares were issued in connection with the reverse stock split, and stockholders who would otherwise have been entitled to receive a fractional share received one whole share of common stock in lieu of such fractional share.

 

In accordance with ASC 260-10-55-12, all share and per share amounts for all periods presented in the accompanying consolidated financial statements, including the consolidated statements of changes in stockholders’ equity, have been retroactively adjusted to reflect the reverse stock split for comparative purposes. Specifically, the number of shares of common stock outstanding at the beginning and end of each period, as well as all share issuances and repurchases occurring during the periods presented in the prior year’s statement of changes in stockholders’ equity, have been restated to reflect the reduced number of shares outstanding as if the reverse stock split had occurred at the beginning of the earliest period presented.

 

All share counts, weighted-average shares outstanding, basic and diluted net loss per share, share-based awards, warrants, convertible preferred stock conversion amounts and other share-related information for all periods presented in these consolidated financial statements have been retrospectively adjusted to reflect the reverse stock split and to maintain period-to-period comparability. The reverse stock split did not affect the Company’s total stockholders’ equity.

 

On March 24, 2026, the Compensation Committee approved fully vested share awards under the Company’s 2024 Equity Incentive Plan. The grant date of the awards was April 8, 2026. After giving effect to the Company’s one-for-fifteen reverse stock split, the awards consisted of 66,667 shares of Common Stock granted to Wu Rui and 12,222 shares granted to Hong Zhida. The awards were fully vested and non-forfeitable on the grant date. The Company recognized stock-based compensation expense of approximately $451,245 based on the grant-date fair value of the awards.

 

On May 15, 2026, the Company acquired 100% of the equity interests of Time Is Loan Limited, a company incorporated under the laws of Hong Kong, from the Seller in exchange for the issuance of 137,790 shares of common stock of the Company, par value $0.001 per share to the Seller.

 

On June 15, 2026, the Company acquired 41.67% of the equity interests of Riches Family Office Limited, a company incorporated under the laws of Hong Kong, from the seller in exchange for the issuance of 33,500 shares of common stock of the Company, par value $0.001 per share (the “Shares”).

 

There were 1,031,435 and 781,256 shares of Common Stock issued and outstanding as of June 30, 2026 and March 31, 2026, respectively.

 

 

Statutory reserve

 

In accordance with the relevant laws and regulations of the PRC, a subsidiary of the Company established in the PRC is required to transfer 10% of its profit after taxation prepared in accordance with the accounting regulations of the PRC to the statutory reserve until the reserve balance reaches 50% of the subsidiary’s paid-up capital. Such reserve may be used to offset accumulated losses or increase the registered capital of the subsidiary, subject to the approval from the PRC authorities, and are not available for dividend distribution to the shareholders. The amount appropriated to statutory reserve for the quarters ended June 30, 2026 and June 30, 2025 was $793 and $402, respectively. The balance of paid-up statutory reserve was $38,215 and $37,422 as of June 30, 2026 and March 31, 2026, respectively.