6-K

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 November 2023

Commission File Number: 001-39258

BTC Digital Ltd.

(Translation of registrant’s name into English)

3rd Floor, Tower A

Tagen Knowledge & Innovation Center

2nd Shenyun West Road, Nanshan District

Shenzhen, Guangdong Province 518000

People’s Republic of China

(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 ☐

BTC Digital Ltd. (the “Company”) is filing this report on Form 6-K to report its financial results for the six months ended June 30, 2023 and to discuss its recent corporate developments. Attached as exhibits to this report on Form 6-K are:

(1)	Management’s Discussion and Analysis of Financial Condition and Results of Operations as Exhibit 99.1;
(2)	the unaudited condensed interim consolidated financial statements and related notes as of June 30, 2023 and for the six months ended June 30, 2023 and 2022 as Exhibit 99.2; and
(3)	Interactive Data File disclosure as Exhibit 101 in accordance with Rule 405 of Regulation S-T.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements in this current report with respect to the Company’s current plans, estimates, strategies and beliefs and other statements that are not historical facts are forward-looking statements about the future performance of the Company. Forward-looking statements include, but are not limited to, those statements using words such as “believe,” “expect,” “plans,” “strategy,” “prospects,” “forecast,” “estimate,” “project,” “anticipate,” “aim,” “intend,” “seek,” “may,” “might,” “could” or “should,” and words of similar meaning in connection with a discussion of future operations, financial performance, events or conditions. From time to time, oral or written forward-looking statements may also be included in other materials released to the public. These statements are based on management’s assumptions, judgments and beliefs in light of the information currently available to it. The Company cautions investors that a number of important risks and uncertainties could cause actual results to differ materially from those discussed in the forward-looking statements, including but not limited to, product and service demand and acceptance, changes in technology, economic conditions, the impact of competition and pricing, government regulation, and other risks contained in reports filed by the company with the Securities and Exchange Commission. Therefore, investors should not place undue reliance on such forward-looking statements. Actual results may differ significantly from those set forth in the forward-looking statements.

All such forward-looking statements, whether written or oral, and whether made by or on behalf of the company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.

1

Exhibits

Exhibit No.	Description
99.1	Management’s Discussion and Analysis of Financial Condition and Results of Operation
99.2	Unaudited Consolidated Financial Statements as of June 30, 2023 and for the six months ended June 30, 2023 and 2022
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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 Labels 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).

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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.

Date: November 29, 2023

BTC Digital Ltd.

By:	/s/ Siguang Peng
Name:	Siguang Peng
Title:	Chief Executive Officer

3

EX-99.1

Exhibit 99.1

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes that appear in exhibit 99.2 to the Form 6-K to which this document forms a part. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed in “Item 3. Key Information—D. Risk Factors” of our most recent annual report on Form 20-F, filed with the U.S. Securities and Exchange Commission on March 15, 2023.

Overview

BTC Digital Ltd. (“we”, “us” “our” and the “Company”) is a crypto asset technology company based in the U.S. with a focus on bitcoin mining. We also generate revenue through mining machines resale and rental business operations.

For the six months ended June 30, 2023, we generated a substantial majority of our revenue from bitcoin mining. We store all of our bitcoins mined in hot wallets, or cryptocurrency wallets connected to the Internet, and may from time to time exchange bitcoins mined for fiat currency to generate cash flow to fund our business operations. We attribute our growth since we launched our crypto asset business in 2022 to our competitive strengths in diversified revenue streams, dedicated team and efforts towards regulatory compliance, and our experienced and visionary management team.

As of June 30, 2023, we owned a total of 1,754 mining machines under operation with a total hash rate of 185PH/S. We manage and operate our mining machines at three hosting facilities operated by a hosting facility owner in Jellico, Tennessee, Cumberland, Kentucky and New Tazewell, Tennessee, respectively. For the six months ended June 30, 2023, we mined a total of 49.9408 bitcoins, generating US$1.3 million in revenue.

Historically, the price of bitcoins has fluctuated significantly. The profitability of our bitcoin mining operations and our operation results have been and will continue to be directly impacted by the trading price of bitcoins. To mitigate these risks, we have launched a mining machines resale and rental business. We have maintained business relationship with a major machine manufacturer, AGM Technologies Ltd, from which we source mining machines on an order-by-order basis, often at prices lower than market prices. We will then resell mining machines when there is a shortage of machines available on the market and resale prices are higher. Additionally, from time to time, we rent out our mining machines to customers at a rate calculated based on the total bitcoins mined. We seek to rent out a greater percentage of our fleet at times when bitcoin prices are lower to generate cash flow.

We believe research and development capacities are key to our continued long-term growth and will afford us with the ability to mine bitcoins with greater hash rate and power efficiency and the opportunity to further expand our service or product offerings and diversify our revenue streams. Through the Joint Venture (as defined below), we have participated in the design and development of equipment dedicated for mining machines and infrastructure, including high voltage power supply, liquid-cooling systems, and hash boards. In the near future, we plan to continue investing in research and development and the Joint Venture and accumulate knowledge in the cryptocurrency industry.

Prior Business Operations

On October 20, 2022, pursuant to the terms of the VIE contractual arrangements, Zhuhai Meizhilian Education Technology Co., Ltd. (“Zhuhai Meten”) and Zhuhai Likeshuo Education Technology Co., Ltd. (“Zhuhai Likeshuo”) unilaterally terminated their respective contractual arrangements with 30-day advanced notices to their respective former VIEs, namely Shenzhen Meten International Education Co., Ltd. and Shenzhen Likeshuo Education Co., Ltd. (the “former VIEs”). The termination of the VIE contractual arrangements were effective on November 19, 2022. As the VIE structure has been unwound, the financial results of the VIEs and their subsidiaries are no longer consolidated into the Company’s financial statements after the effective date. As of the date of this report, we only operate cryptocurrency mining business in the U.S., and we no longer provide English language training (“ELT”) services, which services were provided by the former VIEs. The following are descriptions of the former VIEs’ business, and the operating results of which were consolidated into the Company’s financial statements for the first half of 2022.

Through the former VIEs, we were an ELT service provider in China. China’s ELT market is segmented into general ELT, test-oriented ELT and after-school language training sectors. The former VIEs offered a comprehensive ELT service portfolio comprising of general adult ELT, junior ELT, overseas training services, online ELT and other English language-related services to students from a wide range of age groups. The former VIEs conducted their business through offline-online business model designed to maximize compatibility within their business segments in order to scale up at relatively low costs.

As of November 22, 2022, the former VIEs had a nationwide offline learning center network of 17 self-operated learning centers covering seven cities in two provinces, autonomous regions and municipalities in China, and one franchised learning center in China. Leveraging their experience gained from operating offline learning centers, the former VIEs launched the online English learning platform “Likeshuo” in 2014 to further expand their service reach to a larger student base. As of November 22, 2022, the former VIEs had approximately 2.09 million registered users on the “Likeshuo” platform and cumulatively over 485,000 paying users who purchased their online ELT courses or trial lessons. As of the same date, the cumulative number of student enrollments for the former VIEs’ online ELT courses since 2014 was approximately 230,000 and the former VIEs had delivered over 6.0 million accumulated course hours to the students online. The former VIEs took advantage of their business model of combining offline learning center network and online platform to deepen their market penetration and further develop their business.

The former VIEs’ qualified personnel, centralized management system driven by artificial intelligence, and technical expertise enabled the former VIEs to create a learning environment that caters to the specific learning demands of the students. The former VIEs had a high-caliber teaching staff and an experienced content development team, who were supported by the former VIEs’ centralized teaching and management systems to optimize the students’ learning experiences. As of November 22, 2022, the former VIEs had a team of 524 full-time teachers, study advisors and teaching service staff, of which 245 were study advisors and teaching service staff for our offline and online businesses. As of the same date, the former VIEs also had 40 full-time and part-time foreign teachers from English-speaking countries for the offline ELT services. The former VIEs had a dedicated content development team focusing on developing practical and innovative education materials independently and in collaboration with strategic partners. The former VIEs had built highly centralized and scalable management systems to manage teaching, marketing, finance and human resources activities across offline and online businesses. In addition to management systems, the former VIEs had made significant investments in developing platforms and systems to support teaching activities. For example, the former VIEs utilized the intelligent tracking and learning coaching function of artificial intelligence-driven teaching management systems to record and analyze the students’ real-time learning process and personalize the course content to address the students’ learning needs. 

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Results of Operations

The following table sets forth a summary of our consolidated results of operations, both in absolute amounts and as a percentage of total net revenue, for the period indicated. This information should be read together with our consolidated financial statements and related notes included elsewhere in this report on Form 6-K. The operating results in any period are not necessarily indicative of the results that may be expected for any future period.

	For the Six Months Ended June 30,
	2022						2023
	US$			%			US$			%
Summary Consolidated Statements of Operations:
Revenues		35,506			100.0			7,284			100.0
Cost of revenues		(20,374	)		(57.4	)		(7,394	)		(101.5	)
Gross profit/(loss)		15,132			42.6			(110	)		(1.5	)
Operating expenses:
Selling and marketing expenses		(7,734	)		(21.8	)		(198	)		(2.7	)
General and administrative expenses		(9,526	)		(26.8	)		(656	)		(9.0	)
Research and development expenses		(797	)		(2.2	)		-			-
Loss from operations		(2,925	)		(8.2	)		(964	)		(13.2	)
Interest income		16			0.05			1			0.01
Interest expenses		(2	)		(0.01	)		(50	)		(0.7	)
Foreign exchange loss, net		665			1.9			(135	)		(1.9	)
Gains/(losses) on disposal and closure of subsidiaries and branches		(1,441	)		(4.1	)		-			-
Government grants		325			0.9			-			-
Realized gain on exchange of digital assets		-			-			34			0.5
Equity in income on equity method investments		445			1.3			1			0.01
Others, net		2,594			7.3			(2	)		(0.03	)
Loss before income tax		(323	)		(0.9	)		(1,115	)		(15.3	)
Income tax benefit		28			0.1			-			-
Net loss		(295	)		(0.8	)		(1,115	)		(15.3	)

Six Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022

Revenues

	For the Six Months Ended June 30,
	2022				2023
	US$		%		US$		%
General adult ELT		2,231		6.3		-		-
Overseas training services		6,599		18.6		-		-
Online ELT				-		-		-
For adults		15,849		44.6		-		-
For juniors		1,924		5.4		-		-
For international test preparation		1,125		3.2		-		-
Japanese, Korean and Spanish		527		1.5		-		-
Subtotal		19,425		54.7		-		-
Junior ELT		5,296		14.9		-		-
Other English language-related services		325		0.9		-		-
Cryptocurrency-related business
Bitcoin mining		1,630		100.0		1,342		18.4
Mining machines resale		-		-		5,485		75.3
Other mining-related business		-		-		457		6.3
Subtotal		1,630		100.0		7,284		100.0
Total		35,506		100.0		7,284		100.0

Our total revenue decreased by 79.5% from US$35.5 million in the six months ended June 30, 2022 to US$7.3 million in the six months ended June 30, 2023, as the VIE structure was unwound in November 2022, and the financial results of the VIEs and their subsidiaries’ educational training business are no longer consolidated into the Company’s financial statements for the six months ended June 30, 2023. As for the ongoing cryptocurrency business, our revenue increased by 346.9% from US$1.6 million in the six months ended June 30, 2022 to US$7.3 million in the six months ended June 30, 2023.

This significant growth in the Company’s revenue generated from cryptocurrency business is primarily attributed to an increase in the number of mining machines owned by the Company in the first half of 2023 and the introduction of a new business line involving the resale of mining machines.

3

Cost of Revenues

Our total cost of revenues decreased by 63.7% from US$20.4 million in the six months ended June 30, 2022 to US$7.4 million in the six months ended June 30, 2023, as the VIE structure was unwound in November 2022, and the cost of the VIEs and their subsidiaries’ educational training business were no longer consolidated into the Company’s financial statements for the six months ended June 30, 2023.

Gross Profit and Gross Profit Margin

As a result of the foregoing, our gross profit decreased by 100.7%, from US$15.1 million in the six months ended June 30, 2022 to negative US$110 thousand in the six months ended June 30, 2023. Our gross profit margin decreased from 42.6% in the six months ended June 30, 2022 to negative 1.5% in the six months ended June 30, 2023.

Selling and Marketing Expenses

Our selling and marketing expenses decreased from US$7.7 million in the six months ended June 30, 2022 to $198 thousand in the six months ended June 30, 2023, as the VIE structure was unwound in November 2022, the selling and marketing expenses of the VIEs and their subsidiaries’ educational training business were no longer consolidated into the Company’s financial statements for the six months ended June 30, 2023.

General and Administrative Expenses

Our general and administrative expenses decreased by 93.1% from US$9.5 million in the six months ended June 30, 2022 to US$656 thousand in the six months ended June 30, 2023, as the VIE structure was unwound in November 2022, and the general and administrative expenses of the VIEs and their subsidiaries’ educational training business were no longer consolidated into the Company’s financial statements for the six months ended June 30, 2023.

Interest Income

Our interest income decreased from US$16 thousand in the six months ended June 30, 2022 to US$1 thousand in the six months ended June 30, 2023, mainly affected by a decrease in bank deposits.

Interest Expenses

Our interest expenses increased from US$2 thousand in the six months ended June 30, 2022 to US$50 thousand in the six months ended June 30, 2023. This was mainly due to a new US$1 million loan obtained in the first half of 2023.

Foreign Exchange Gain/(Loss), net

We had a net total of US$665 thousand foreign exchange gain in the six months ended June 30, 2022, as compared to a net total of US$135 thousand foreign exchange loss in the six months ended June 30, 2023.

Equity in Income on Equity Method Investments

Our gain on equity method investments was US$445 thousand and $1,000 for the six months ended June 30, 2022 and 2023, respectively.

Loss Before Income Tax

As a result of the foregoing, we had a loss before income tax of US$332 thousand in the six months ended June 30, 2022, as compared to a net loss of US$1.1 million in the six months ended June 30, 2023.

Net Loss

As a result of the foregoing, we had a net loss of US$295 thousand in the six months ended June 30, 2022, as compared to a net loss of US$1.1 million in the six months ended June 30, 2023.

Non-GAAP Financial Measures

To supplement our consolidated financial statements which are presented in accordance with U.S. GAAP, we also use adjusted net income and adjusted EBITDA as additional non-GAAP financial measures. We present these non-GAAP financial measures because they are used by our management to evaluate its operating performance. We also believe that such non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our consolidated results of operations in the same manner as our management and in comparing financial results across accounting periods and to those of its peer companies.

4

Adjusted net income and adjusted EBITDA should not be considered in isolation or construed as alternatives to net income/(loss) or any other measure of performance or as indicators of our operating performance. Investors are encouraged to compare the historical non-GAAP financial measures with the most directly comparable GAAP measures. Adjusted net income and adjusted EBITDA presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to our data. We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure.

Adjusted net income represents net income/(loss) before share-based compensation and offering expenses. The table below sets forth a reconciliation of our adjusted net income for the periods indicated:

	For the Six Months Ended June 30,
	2022			2023
	US$			US$
	(in thousands, except for percentages)
Net loss		(295	)		(1,115	)
Add:
Share-based compensation expenses		761			138
Adjusted net loss		466			(977	)

In addition, adjusted EBITDA represents the net income/(loss) before interest expenses, income tax expenses, depreciation and amortization, and excluding share-based compensation expenses and offering expenses. The table below sets forth a reconciliation of our adjusted EBITDA for the periods indicated:

	For the Six Months Ended June 30,
	2022			2023
	US$			US$
	(in thousands, except for percentages)
Net loss		(295	)		(1,115	)
Subtract:
Net interest income/(loss)		14			(49	)
Add:
Income tax expense		-			-
Depreciation and amortization		2,490			1,674
EBITDA		2,181			608
Add:
Share-based compensation expenses		761			138
Adjusted EBITDA		2,942			746

Taxation

Cayman Islands

We are incorporated in the Cayman Islands. Under the current law of the Cayman Islands, we are not subject to income or capital gains tax. In addition, dividend payments are not subject to withholding tax in the Cayman Islands.

British Virgin Islands

Under the current laws of the British Virgin Islands, companies formed in the British Virgin Islands are not subject to tax on income or capital gains.

Delaware

The Delaware corporate tax rate is 8.7%. This tax rate applies to limited liability companies that elect to be treated as corporations and report net taxable income. Our subsidiary, Meten Block Chain LLC was formed in Delaware and elects to be treated as corporation.

5

Hong Kong

Our two wholly-owned subsidiaries in Hong Kong, Meten Education (Hong Kong) Limited and Likeshuo Education (Hong Kong) Limited, are subject to an income tax rate of 16.5% for taxable income earned in Hong Kong. No Hong Kong profit tax has been levied in our consolidated financial statements as Meten Education (Hong Kong) Limited and Likeshuo Education (Hong Kong) Limited had no assessable income for the six months ended June 30, 2022 and 2023. 

Critical Accounting Policies

We prepare our financial statements in accordance with U.S. GAAP, which requires our management to make judgment, estimates and assumptions that affect our reporting of, among other things, assets and liabilities, contingent assets and liabilities and revenue and expenses. We continually evaluate these judgments, estimates and assumptions based on our own historical experience, knowledge and assessment of relevant current business and other conditions, our expectations regarding the future based on available information and various assumptions that we believe to be reasonable, which together form our basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application.

The selection of critical accounting policies, the judgments and other uncertainties affecting the application of those policies and the sensitivity of reported results to changes in conditions and assumptions are factors that should be considered when reviewing our financial statements. We believe the following accounting policies involve the most significant judgments and estimates used in the preparation of our financial statements. You should read the following description of critical accounting policies, judgments and estimates in conjunction with our consolidated financial statements and other disclosures included herein.

Share-based compensation

Share-based compensation costs are measured at the grant date. The compensation expense in connection with the shares awarded to employees is recognized using the straight-line method over the requisite service period. Forfeitures are estimated at the time of grant, with such estimate updated periodically and with actual forfeitures recognized currently to the extent they differ from the estimate. In determining the fair value of the shares awarded to employees, the discounted cash flow pricing model has been applied.

Liquidity and Capital Resources

Our principal sources of liquidity have been from cash generated from operating activities. As of June 30, 2022 and 2023, we had US$394,000 and US$215,000, respectively, in cash and cash equivalents. Cash and cash equivalents consist of cash on hand placed with banks or other financial institutions and highly liquid investment which are unrestricted as to withdrawal and use and have original maturities of three months or less when purchased.

We intend to finance future working capital requirements and capital expenditures from cash generated from operating activities, and funds raised from financing activities, including the net proceeds we received from the transactions. We believe that our current available cash and cash equivalents will be sufficient to meet our working capital requirements and capital expenditures in the ordinary course of business for the next twelve months.

However, we may require additional cash resources due to the changing business conditions or other future developments, including any investment or acquisition we may decide to selectively pursue. If our existing cash resources are insufficient to meet our requirements, we may seek to sell equity or equity-linked securities, sell debt securities or borrow from banks. We cannot assure you that financing will be available in the amounts we need or on terms acceptable to us, if at all. The sale of additional equity securities would result in additional dilution to our shareholders. The incurrence of indebtedness and issuance of debt securities would result in debt service obligations and could result in operating and financial covenants that restrict our ability to pay dividends to our shareholders.

6

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

	For the Six Months Ended June 30,
	2022			2023
	US$			US$
	(in thousands, except for percentages)
Summary Consolidated Cash flow Data:
Net cash generated from/ (used in) operating activities		(20,185	)		2,411
Net cash used in investing activities		(485	)		(1,827	)
Net cash used in financing activities		(1,843	)		(417	)
Net increase / (decrease) in cash and cash equivalents		(22,513	)		167
Cash and cash equivalents at the beginning of period		26,462			48
Cash and cash equivalents at the end of period		3,949			215

Operating Activities

Net cash used in operating activities amounted to US$20.1 million for the six months ended June 30, 2022. The difference between our net loss of US$0.3 million and the net cash used in operating activities was primarily due to (i) net cash flow used in operating activities from discontinued operation of US$19.3 million; (ii)depreciation and amortization of US$0.7 million; (iii) share-based compensation expenses of US$0.8 million; and (iv) decrease in prepayments and other current assets of US$0.4 million, partially offset by (i) change of digital assets of US$1.6 million.

Net cash used in operating activities amounted to US$2.4 million for the six months ended June 30, 2023. The difference between our net loss of US$1.1 million and the net cash used in operating activities was primarily due to (i) depreciation of US$1.7 million; (ii) share-based compensation expenses of US$0.1 million; (iii) increase in accounts receivable of US$3.4 million; and (iv) decrease in prepayments and other current assets of US$1.5 million; partially offset by (i) decrease in accounts payable of US$3.3 million.

Investing Activities

Net cash used in investing activities amounted to US$0.5 million for the six months ended June 30, 2022. This was primarily attributable to net cash generated from investing activities from discontinued operation of US$10.7 million; partially offset by (i) purchases of property and equipment of US$9.3 million, and (ii) purchase of equity method investments of US$1.9 million.

Net cash used in investing activities amounted to US$1.8 million for the six months ended June 30, 2023. This was primarily attributable to purchases of property and equipment of US$1.8 million.

Financing Activities

Net cash used in financing activities amounted to US1.8 million for the six months ended June 30, 2022. This was primarily attributable to net cash used in financing activities from discontinued operation of US$3.7 million; partially offset by repayment of advances from related parties of US$1.8 million.

Net cash used in financing activities amounted to US0.4 million for the six months ended June 30, 2023. This was primarily attributable to repayment of short term loans of US$0.4 million.

Capital Expenditures

Our capital expenditures amounted to US$9.3 million and US$1.8 million in the six months ended June 30, 2022 and 2023, respectively. We will continue to make capital expenditures to meet the expected growth of our business and expect that cash generated from our operating activities and financing activities will meet our capital expenditure needs in the foreseeable future.

Trend Information

Other than as disclosed elsewhere in this report, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.

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EX-99.2

Exhibit 99.2

TABLE OF CONTENTS

	PAGE(S)
Unaudited Consolidated Balance Sheets as of December 31, 2022 and June 30, 2023	2-3
Unaudited Consolidated Statements of Operations and Comprehensive Loss for the six months ended June 30, 2022 and 2023	4
Unaudited Consolidated Statements of Changes in Shareholders’ Equity for the six months ended June 30, 2022 and 2023	5
Unaudited Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2023	6
Notes to Unaudited Consolidated Financial Statements	7-27

1

BTC DIGITAL LTD

UNAUDITED CONSOLIDATED BALANCE SHEETS

(In thousands of US$, except share data and per share data, or otherwise noted)

	Note		December 31, 2022		June 30, 2023
			US$’000		US$’000
					Unaudited
					(Note 2(b))
ASSETS
Current assets
Cash and cash equivalents				48		215
Accounts receivable		5		8,902		5,485
Prepayments and other current assets		5		5,015		3,484
Digital assets		6		91		74
Total current assets				14,056		9,258
Non-current assets
Equity method investments		7		2,885		2,886
Property and equipment, net		8		13,403		13,556
Total non-current assets				16,288		16,442
Total assets				30,344		25,700
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable				3,455		155
Short term loan		10		870		453
Accrued expenses and other payables				-		50
Total current liabilities				4,325		658
Non-current liability
Amounts due to related parties		14(b)		6,739		6,739
Total non-current liability				6,739		6,739
						-
Total liabilities				11,064		7,397

2

BTC DIGITAL LTD

UNAUDITED CONSOLIDATED BALANCE SHEETS (Continued)

(In thousands of US$, except share data and per share data, or otherwise noted)

	Note	December 31, 2022			June 30, 2023
		US$’000			US$’000
					Unaudited
					(Note 2(b))
Shareholders’ equity
Ordinary shares (US$0.06 par value;  25,000,000 shares authorized; 1,044,009 and  1,301,629 shares issued outstanding as of December 31, 2022 and June 30, 2023)  *	13		63			78
Additional paid-in capital			202,992			203,115
Accumulated deficit			(183,775	)		(184,890	)
Total equity attributable to shareholders of the Company			19,280			18,303
Total shareholders’ equity			19,280			18,303
Total liabilities and shareholders’ equity			30,344			25,700

* Retrospectively restated to reflect the twenty for one share consolidation, see Note 13

3

BTC DIGITAL LTD

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands of US$, except share data and per share data, or otherwise noted)

			For the Six Months Ended June 30,
	Note		2022			2023
			US$’000			US$’000
						Unaudited
						(Note 2(b))
Revenues				1,630			7,284
Cost of revenues				(1,849	)		(7,394	)
Gross loss				(219	)		(110	)
Operating expenses:
Selling and marketing expenses				-			(198	)
General and administrative expenses				(1,349	)		(656	)
Loss from operations				(1,568	)		(964	)
Other income (expenses):
Realized gain on exchange of digital assets				-			34
Interest income				1			1
Interest expenses				-			(50	)
Foreign currency exchange loss, net				(218	)		(135	)
Equity in income on equity method investments		7		10			1
Others, net				(4	)		(2	)
Loss before income tax from continuing operations				(1,779	)		(1,115	)
Income tax expense		9		-			-
Net loss from continuing operations				(1,779	)		(1,115	)
Income from discontinued operations, net of income taxes				1,484			-
Net loss				(295	)		(1,115	)
Net gain from discontinued operations attributable to noncontrolling interest				789			-
Less: Net gain attributable to the non-controlling interest				789			-
Net income/(loss) attributable to shareholders of the Company				(1,084	)		(1,115	)
Net loss				(295	)		(1,115	)
Comprehensive loss				(295	)		(1,115	)
Net loss per share-Basic and diluted		11
- From continuing operation				(2.61	)		(0.91	)
- From discontinued operation				1.02			-
Weighted average shares used in calculating net loss per share
- Basic				682,160			1,229,652
- Diluted				682,160			1,229,652

4

BTC DIGITAL LTD

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(In thousands of US$, except share data and per share data, or otherwise noted)

	Note	Ordinary shares					Additional paid-in capital		Accumulated deficit			Total (deficit)/ equity attributable to shareholders of the Company			Non- controlling interests		Total (deficit)/ equity
		Number of shares*1		US$’000			US$’000		US$’000			US$’000			US$’000		US$’000
Balances as of December 31, 2021			568,572		34			210,710		(207,222	)		3,522			2,218		5,740
Net loss for the period			-		-			-		(1,084	)		(1,084	)		789		(295	)
Issuance of ordinary shares			1,645			*2		-		-			-			-
Share-based compensation			-		-			761		-			761			-		761
Balances as of June 30, 2022			570,217		34			211,471		(208,306	)		3,199			3,007		6,206

*2 Less than $1,000

	Note	Ordinary shares				Additional paid-in capital			Accumulated deficit			Total equity attributable to shareholders of the Company			Total equity
		Number of shares*1		US$’000		US$’000			US$’000			US$’000			US$’000
Balances as of December 31, 2022			1,044,009		63		202,992			(183,775	)		19,280			19,280
Net loss for the period			-		-		-			(1,115	)		(1,115	)		(1,115	)
Issuance of ordinary shares			257,620		15		(15	)		-			-			-
Share-based compensation			-		-		138			-			138			138
Balances as of June 30, 2023			1,301,629		78		203,115			(184,890	)		18,303			18,303

*1 Retrospectively restated due to twenty for one reverse stock split, see Note 21

5

BTC DIGITAL LTD

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of US$, except share data and per share data, or otherwise noted)

		For the Six Months Ended June 30,
	Note	2022			2023
		US$’000			US$’000
					Unaudited
					(Note 2(b))
Cash flows from operating activities:
Continuing operation
Net loss			(1,779	)		(1,115	)
Adjustments to reconcile net income/(loss) to net cash generated from operating activities:
Depreciation			650			1,674
Impairment losses on digital assets			730			-
Equity income on equity method investments			(10	)		(1	)
Share-based compensation expenses	12		761			138
Changes in operating assets and liabilities:
Increase in accounts receivable			-			3,417
Decrease in prepayments and other current assets			420			1,531
Change of digital assets			(1,630	)		17
Decrease in accrued expenses and other payables			-			50
Decrease in accounts payable			-			(3,300	)
Net cash flow used in operating activities from discontinued operation			(19,327	)		-
Net cash flow generated from/(used in) operating activities			(20,185	)		2,411
Cash flows from investing activities:
Continuing operation
Purchases of property and equipment			(9,293	)		(1,827	)
Purchase of short-term investments			(1,895	)		-
Net cash generated from investing activities from discontinued operation			10,703			-
Net cash used in investing activities			(485	)		(1,827	)
Cash flows from financing activities:
Continuing operation
Repayment of advances from related parties			1,818			-
Repayment of Short term loans			-			(417	)
Net cash used in financing activities from discontinued operation			(3,661	)		-
Net cash generated from/(used in) financing activities			(1,843	)		(417	)
Net increase/(decrease) in cash and cash equivalents from continuing operation			(10,228	)		167
Net decrease in cash and cash equivalents and restricted cash from discontinued operation			(12,285	)		-
Cash and cash equivalents and restricted cash at the beginning of the period for continuing operation			10,622			48
Cash and cash equivalents and restricted cash at the beginning of the period- for discontinued operation			15,840			-
Cash and cash equivalents and restricted cash at the end of the period for continuing operation			394			215
Cash and cash equivalents and restricted cash at the end of the period for discontinued operation			3,555			-
Supplemental disclosure of cash flow information:
Continuing operation
Interest paid			-			50
Discontinued operation
Interest paid			3			-
Income tax paid			95			-
Supplemental disclosure of cash and cash equivalents and restricted cash:
Cash and cash equivalents			1,988			215
Restricted cash			1,961			-
Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows			3,949			215

6

BTC DIGITAL LTD

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(In thousands of RMB, except share data and per share data, or otherwise noted)

1. Organization and Principal Activities

(a) Principal activities

Meten EdtechX Education Group Ltd (the “Company”) was incorporated on September 27, 2019 under the law of Cayman Islands as an exempted company with limited liability. Meten EdtechX Education Group Ltd changed its name to “Meten Holding Group Ltd.” on August 11, 2021. On August 11, 2023, the Company changed its name to “BTC Digital Ltd.”. The Company is primarily engaged in the bitcoin mining business, and also generates revenue through mining machines resale and rental business operations.

As of June 30, 2023, the details of the Company’s subsidiaries were as follows:

Entity	Date of incorporation	Place of incorporation	Percentage of direct or indirect economic ownership		Principal activities
Major subsidiaries:
Meten International Education Group	July 10, 2018	Cayman Islands		100%	Investment holding
Meten Education Investment Limited (“Meten BVI”)	July 18, 2018	British Virgin Islands (“BVI”)		100%	Investment holding
Likeshuo Education Investment Limited (“Likeshuo BVI”)	July 18, 2018	BVI		100%	Investment holding
Meten Education (Hong Kong) Limited (“Meten HK”)	August 22, 2018	Hong Kong		100%	Investment holding
Likeshuo Education (Hong Kong) Limited (“Likeshuo HK”)	August 22, 2018	Hong Kong		100%	Investment holding
Meta Path investing holding company	December 3, 2021	Cayman Islands		100%	Investment holding
Met Chain investing holding company Ltd	January 5, 2022	BVI		100%	Investment holding
METEN BLOCK CHAIN LLC	March 8, 2022	United States		100%	Investment holding

(b) History of the Group and reorganization

Organization and General

The Company is authorized to issue 25,000,000 ordinary shares with a par value of $0.06 per share. On September 27, 2019, the Company issued one ordinary share to its sole director Richard Fear for a purchase price of $0.0001. On the same day, the one ordinary share owned by Richard Fear was transferred to Guo Yupeng.

7

Reverse recapitalization

On December 12, 2019, the Company entered into an Agreement and Plan of Reorganization (the “Merger Agreement”) by and among the Company, EdtechX Holdings Acquisition Corp., a Delaware corporation (“EdtechX”), Meten Education Inc., a Delaware corporation and wholly owned subsidiary of the Company (“EdtechX Merger Sub”), Meten Education Group Ltd.(“Meten International”), a Cayman Islands exempted company which incorporated on July 10, 2018 and wholly owned subsidiary of the Company (“Meten Merger Sub”, and together with EdtechX Merger Sub, the “Merger Subs”). EdtechX was a blank check company incorporated in Delaware on May 15, 2018 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.

On March 30, 2020, the Company consummated its acquisition of Meten International and EdtechX, pursuant to the Merger Agreement, where the Company acquired 100% of the issued and outstanding ordinary shares of Meten International and EdtechX, i.e., 318,601,222 ordinary shares of Meten International and 1,971,505 ordinary shares of EdtechX for 1,613,054 and 65,717 ordinary shares of the Company, respectively (the “SPAC Transaction”).

Meten International was determined to be the accounting acquirer given the controller of Meten International effectively controlled the combined entity Meten EdtechX Education Group Ltd after the SPAC Transaction.

The transaction is not a business combination because EdtechX was not a business. The transaction is accounted for as a reverse recapitalization, which is equivalent to the issuance of shares by Meten International for the net monetary assets of EdtechX, accompanied by a recapitalization. Meten International is determined as the predecessor and the historical financial statements of Meten International became the Company’s historical financial statements, with retrospective adjustments to give effect of the reverse recapitalization. The equity is restated using the exchange ratio of 0.1519 established in the reverse recapitalization transaction, which is 48,391,607 divided by 318,601,222, to reflect the equity structure of the Company. Loss (income) per share is retrospectively restated using the historical weighted-average number of ordinary shares outstanding multiplied by the exchange ratio. The share and per share data is retrospectively restated using the exchange ratio in the share-based compensation footnote, see Note 12.

Immediately prior to the merger transaction, Azimut Enterprises Holdings S.r.l. invested $20,000 in EdtechX to purchase 2,000,000 units of EdtechX, which were converted into same number of units of the Company upon closing of the merger transaction.

In connection with merger transaction, on February 28, 2020, March 19, 2020 and March 26, 2020, three unrelated investors agreed to invest USD 6,000, USD 4,000 and USD 6,000 to purchase shares of the Company. The financing of the USD 12,000 was completed on March 30, 2020, and the USD 4,000 financing was terminated on April 14, 2020 as the investor failed to pay the purchase price by the agreed deadline.

Reorganization of Meten International

Prior to the SPAC Transaction, Meten International undertook a series of steps to restructure its business.

Meten International’s history began in April 2006 with the commencement of operations of Shenzhen Meten International Education Co., Ltd. (“Shenzhen Meten”), a limited liability company incorporated in the PRC by Mr. Jishuang Zhao, Mr. Siguang Peng and Mr. Yupeng Guo (collectively, the “Founders”). On December 18, 2017, Shenzhen Meten was converted into a joint stock limited liability company and 30,000,000 shares of RMB1 each were issued.

8

From March 2012 to August 2018, Mr. Yun Feng, Shenzhen Daoge Growth No.3 Investment Fund Partnership (Limited Partnership), Shenzhen Daoge Growth No.5 Investment Fund Partnership (Limited Partnership), Shenzhen Daoge Growth No.6 Investment Fund Partnership (Limited Partnership), Shenzhen Daoge Growth No.11 Investment Fund Partnership (Limited Partnership), Shenzhen Daoge Growth No.21 Investment Fund Partnership (Limited Partnership), Zhihan (Shanghai) Investment Center (Limited Partnership), Hangzhou Muhua Equity Investment Fund Partnership (Limited Partnership) (collectively known as the “Pre-listing Investors”) each acquired certain equity interests in Shenzhen Meten.

In preparation of the listing in capital markets of Shenzhen Meten’s general adult English training, overseas training services, online English training and other English language-related services businesses (the “Business”), Shenzhen Meten underwent a series of reorganization transactions (“Reorganization”) in 2018. The main purpose of the Reorganization is to establish a Cayman Islands holding company for the Business in preparation for its overseas listing.

The Reorganization was executed in the following steps:

1) Meten International was incorporated as an exempted company with limited liability in the Cayman Islands on September 27, 2019 and as offshore holding company of the Group. In July and August 2018, the Founders and Pre-listing Investors subscribed for ordinary shares of Meten International at par value, all in the same proportions as the percentage of the then equity interest they held in Shenzhen Meten. Upon the issuance of ordinary shares to the Founders and Pre-listing Investors, the equity structure of the Meten International is identical to that of Shenzhen Meten.

2) In July 2018, Meten International further established two wholly-owned subsidiaries in the British Virgin Islands, Meten BVI and Likeshuo BVI.

3) In August 2018, Meten BVI and Likeshuo BVI established two wholly-owned subsidiaries in Hong Kong, Meten HK and Likeshuo HK, respectively.

4) In September 2018, Meten HK and Likeshuo HK established two wholly-owned subsidiaries in China, named Zhuhai Meizhilian Education Technology Co., Ltd.(“Zhuhai Meizhilian”) and Zhuhai Likeshuo Education Technology Co., Ltd. (“Zhuhai Likeshuo”), respectively.

5) In October 2018, Shenzhen Meten was split into three separate legal entities, namely Shenzhen Meten, Shenzhen Likeshuo Education Co., Ltd. (“Shenzhen Likeshuo”) and Shenzhen Yilian Education Investment Co. Ltd. (“Shenzhen Yilian Investment”).

6) In November 2018, Zhuhai Meten and Zhuhai Likeshuo (collectively the “WFOEs”) entered into a series of contractual arrangements, including a business cooperation agreement, exclusive technical service and management consultancy agreement, exclusive call option agreement, equity pledge agreement and shareholders’ rights entrustment agreement (collectively referred to as the “Contractual Arrangements” as further described below) with Shenzhen Meten, Shenzhen Likeshuo and their shareholders, respectively. Consequently, Shenzhen Meten and Shenzhen Likeshuo became consolidated VIEs of Meten International upon the completion of the relevant reorganization steps.

7) As part of the Reorganization, Shenzhen Meten transferred its equity interests in certain operations that are not a part of the Business to Shenzhen Yilian Investment and made a net cash distribution of approximately RMB148,270. Such net payment is recorded as distributions in connection with Reorganization in the accompanying consolidated statements of changes in shareholders’ deficit for the year ended December 31, 2018.

9

The Reorganization involved the restructuring of the legal structure of the Business, which was under common control and did not result in any changes in the economic substance of the ownership and the Business. The accompanying consolidated financial statements have been prepared as if the VIE structure had been in existence throughout the periods presented and prior to the VIE structure was unwound.

Upon completion of the Reorganization, Meten International’s shares and per share information including the basic and diluted income/(loss) per share have been presented retrospectively as if the number of ordinary shares outstanding immediately after the completion of the Reorganization had been outstanding from the beginning of the earliest period presented, except for the ordinary shares issued in connection with the exchange of Redeemable Owner’s Investment held by the Pre-listing investors during the Reorganization have been weighted for the portion of the period that they were outstanding.

(c) Unwinding of the VIE Structure

The Company has previously conducted the ELT services in China through a series of contractual arrangements with Shenzhen Meten and Shenzhen Likeshuo and their respective subsidiaries, and consolidated the financial results of Shenzhen Meten and Shenzhen Likeshuo and their subsidiaries in the Company’s consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”).

On October 22, 2022, the Company announced the decision to dispose of the VIE structures in China, and on November 22, 2022 the Company has terminated all of the VIE structures with the ELT services. From November 23, 2022, the Company no longer retained any financial interest over the ELT services related VIEs and accordingly deconsolidated the ELT services related VIEs’ financial statements from the Company’s consolidated financial statements. The disposal of ELT services related VIEs represented a strategic shift and has a major effect on the Company’s result of operations. Accordingly, assets, liabilities, and results of operations related to ELT services related VIEs have been reported as discontinued operations for all periods presented.

(d) Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with GAAP.

The consolidated financial statements are presented in Renminbi (“RMB”), rounded to the nearest thousands except share data and per share data, or otherwise noted.

(e) Principles of consolidation

The consolidated financial statements of the Group include the financial statements of the Company, its subsidiaries, and the VIEs before the VIE structure was unwound, in which it had a controlling financial interest. The results of the subsidiaries and the VIEs are consolidated from the date on which the Group obtained control and continue to be consolidated until the date that such control ceases. A controlling financial interest is typically determined when a company holds a majority of the voting equity interest in an entity. All significant intercompany balances and transactions among the Company, its subsidiaries and the VIEs have been eliminated on consolidation.

10

2. Summary of significant accounting policies

(a) Use of estimates

The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the balance sheet date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, estimate of standalone selling prices of each unit of accounting in multiple elements arrangements, estimate of breakage, the fair value of identifiable assets acquired, liabilities assumed and non-controlling interests in business combinations, the useful lives of long-lived assets including intangible assets, the fair value of the reporting unit for the goodwill impairment test, the allowance for doubtful accounts receivable and other receivables, the realization of deferred tax assets, the fair value of share-based compensation awards, lease liabilities, right-of-use assets and the recoverability of long-lived assets. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the consolidated financial statements.

(b) Functional currency

The Company use United States dollar (“US$”) as its reporting currency. The functional currency of the Company and its subsidiaries incorporated outside of the PRC is United States dollar (“US$”).

(c) Convenience translation

Translations of balances in the consolidated balance sheets, consolidated statements of comprehensive income/(loss) and consolidated statements of cash flows from RMB into US$ as of and for the six months ended June 30, 2023 are solely for the convenience of the readers and were calculated at the rate of US$1.00=RMB7.2513, representing the index rates stipulated by the Federal Reserve Bank of New York on June 30, 2023. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on June 30, 2023, or at any other rate. The US$ convenience translation is not required under U.S. GAAP and all US$ convenience translation amounts in the accompanying consolidated financial statements are unaudited.

(d) Cash and cash equivalents

Cash and cash equivalents represent cash on hand and time deposits, which have original maturities of three months or less when purchased and which are unrestricted as to withdrawal and use. In addition, highly liquid investments which have original maturities of three months or less when purchased are classified as cash equivalents.

(e) Accounts receivable

Accounts receivable are presented net of allowance for doubtful accounts. The Company uses specific identification in providing for bad debts when facts and circumstances indicate that collection is doubtful and based on factors listed in the following paragraph. If the financial conditions of its franchisee were to deteriorate, resulting in an impairment of their ability to make payments, additional allowance may be required.

The Group maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. Accounts receivable are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

11

(f) Digital assets

Digital asset (including bitcoin) is included in current assets in the accompanying consolidated balance sheets. Digital assets purchased are recorded at cost and digital assets awarded to the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy disclosed below.

Digital assets held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the digital assets at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted.

Purchases of digital assets by the Company, if any, will be included within investing activities in the accompanying consolidated statements of cash flows, while digital assets awarded to the Company through its mining activities are included within operating activities on the accompanying consolidated statements of cash flows. The sales of digital assets are included within investing activities in the accompanying consolidated statements of cash flows and any realized gains or losses from such sales are included in “realized gain (loss) on exchange of digital assets” in the consolidated statements of operations and comprehensive income (loss). The Company accounts for its gains or losses in accordance with the first-in first-out method of accounting.

(g) Equity method investments

Investee companies over which the Group has the ability to exercise significant influence, but does not have a controlling interest through investment in common shares or in-substance common shares, are accounted for using the equity method. Significant influence is generally considered to exist when the Group has an ownership interest in the voting stock of the investee between 20% and 50%, and other factors, such as representation on the investee’s board of directors, voting rights and the impact of commercial arrangements, are also considered in determining whether the equity method of accounting is appropriate.

Under the equity method, the Group initially records its investment at cost and subsequently recognizes the Group’s proportionate share of each equity investee’s net income or loss after the date of investment into earnings and accordingly adjusts the carrying amount of the investment. The Group reviews its equity method investments for impairment whenever an event or circumstance indicates that an other-than-temporary impairment has occurred. The Group considers available quantitative and qualitative evidence in evaluating potential impairment of its equity method investments. An impairment charge is recorded when the carrying amount of the investment exceeds its fair value and this condition is determined to be other-than-temporary.

12

(h) Property and equipment, net

Property and equipment are stated at cost less accumulated depreciation and any recorded impairment.

Gains or losses arising from the disposal of an item of property and equipment are determined as the difference between the net disposal proceeds and the carrying amount of the item and are recognized in profit or loss on the date of disposal.

The estimated useful lives are presented below.

Miners 5 years

Depreciation on property and equipment is calculated on the straight-line method over the estimated useful lives of the assets.

The Group capitalizes costs associated with the acquisition of major software for internal use in other assets in the consolidated balance sheets and amortizes the assets over the expected life of the software, generally between five and ten years.

(i) Impairment of long-lived assets

Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Group first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. No impairment losses were recorded for the six months ended June 30, 2022 and 2023.

(j) Loans

Loans comprise short-term loans and long term loans. Loans are recognized initially at fair value, net of transaction costs incurred. Loans are subsequently stated at amortized cost; any difference between the proceeds net of transaction costs and the redemption value is recognized in profit or loss over the period of the borrowings using the effective interest method.

(k) Accounts payable

Accounts payable represent liabilities for goods provided to the Company prior to the end of the financial year which are unpaid. They are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). Otherwise, they are presented as non-current liabilities. Accounts payable are initially recognised at fair value, and subsequently carried at amortised cost using the effective interest method.

(l) Revenue recognition

The Company adopted ASC 606, “Revenue from Contracts with Customers” for all periods presented. Consistent with the criteria of ASC 606, the Company follows five steps for its revenue recognition: (i) identify the contract(s) 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 when (or as) the entity satisfies a performance obligation.

13

The primary sources of the Group’s revenue is as follows:

(1) Digital asset mining

The Company has entered into digital asset mining pools by executing contracts with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed digital assets award the mining pool operator receives, for successfully adding a block to the blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm.

Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions.

Fair value of the digital assets award received is determined using the quoted price of the related digital assets at the time of receipt. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for digital assets recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations.

(m) Income taxes

Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as operating loss and tax credit carryforwards, if any. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates or tax laws is recognized in the consolidated statements of comprehensive income in the period the change in tax rates or tax laws is enacted.

The Group reduces the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is “more-likely-than-not” that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a “more-likely-than-not” realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, and the Group’s experience with operating loss and tax credit carryforwards, if any, not expiring.

The Group recognizes in its financial statements the impact of a tax position if that position is “more-likely-than-not” to prevail based on the facts and technical merits of the position. Tax positions that meet the “more-likely-than-not” recognition threshold are measured at the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Interest and penalties recognized related to unrecognized tax benefits are classified as income tax expense in the consolidated statements of comprehensive income.

14

(n) Share based compensation

Share-based awards granted to the employees in the form of share options are subject to service and non-market performance conditions. They are measured at the grant date fair value of the awards. The compensation expense in connection with the shares awarded to employees is recognized using the straight-line method over the requisite service period. Forfeitures are estimated at the time of grant, with such estimate updated periodically and with actual forfeitures recognized currently to the extent they differ from the estimate.

In determining the fair value of the shares awarded to employees, the discounted cash flow pricing model has been applied.

Estimation of the fair value involves significant assumptions that might not be observable in the market, and a number of complex and subjective variables, including the expected share price volatility (approximated by the volatility of comparable companies), discount rate, risk-free interest rate and subjective judgments regarding the Company’s projected financial and operating results, its unique business risks and its operating history and prospects at the time the grants are made.

(o) Statutory reserve

In accordance with the Company Laws of the PRC, the former VIEs registered as PRC domestic companies must make appropriations from its after-tax profit as determined under the PRC GAAP to non-distributable reserve funds including a statutory surplus fund and a discretionary surplus fund. The appropriation to the statutory surplus fund must be at least 10% of the after-tax profits as determined in accordance with the legal requirements in the PRC. Appropriation is not required if the surplus fund has reached 50% of the registered capital of the respective company. Appropriation to the discretionary surplus fund is made at the discretion of the respective company.

The use of the statutory reserves are restricted to the off-setting of losses or increasing capital of the respective company. All these reserves are not allowed to be transferred to their investors in terms of cash dividends, loans or advances, nor can they be distributed except under liquidation.

(ab) Contingencies

In the normal course of business, the Group is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations, shareholder lawsuits, and non-income tax matters. An accrual for a loss contingency is recognized when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed.

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(ac) Fair value measurements

The Group applies ASC 820, Fair Value measurements and Disclosures, for fair value measurements financial assets and financial liabilities and for fair value measurements of non-financial items that are recognized or disclosed at fair value in the financial statements on a recurring and non-recurring basis. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.

ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group has the ability to access at the measurement date.

● Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

● Level 3 inputs are unobservable inputs for the asset or liability.

The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety. In situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects management’s own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by management based on the best information available in the circumstances.

The carrying amounts of cash and cash equivalents, accounts receivable, amounts due from related parties, accounts payable, amounts due to related parties, income taxes payable, accrued expenses and other payables as of December 31, 2022 and June 30, 2023 approximate their fair values because of short maturity of these instruments.

(ad) Net income/(loss) per share

Basic net income/(loss) per share is computed by dividing net income/(loss) attributable to shareholders of the Company by the weighted average number of ordinary shares outstanding during the year. Diluted net income/(loss) per share reflects the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised into ordinary shares. Ordinary share equivalents are excluded from the computation of the diluted net income/(loss) per share in years when their effect would be anti-dilutive. The Group has non-vested shares which could potentially dilute basic income/(loss) per share in the future. To calculate the number of shares for diluted net income/(loss) per share, the effect of the non-vested shares is computed using the treasury stock method.

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(ae) Recently issued accounting pronouncements

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued and has evaluated all other pronouncements.

In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06). The amendments in ASU 2020-06 simplify the accounting for convertible instruments by removing major separation models and removing certain settlement condition qualifiers for the derivatives scope exception for contracts in an entity’s own equity, and simplify the related diluted net income per share calculation for Subtopic 470-20 and Subtopic 815-40. ASU 2020-06 will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, for smaller reporting companies, as defined by the SEC. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is evaluating the impact of this ASU on its consolidated financial statements and disclosures.

In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which eliminates the troubled debt restructurings (TDRs) accounting model for creditors that have already adopted Topic 326, which is commonly referred to as the current expected credit loss (CECL) model. For entities that have adopted Topic 326, the amendments in this Update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The FASB’s decision to eliminate the TDR accounting model is in response to feedback that the allowance under CECL already incorporates credit losses from loans modified as TDRs and, consequently, the related accounting and disclosures – which preparers often find onerous to apply – no longer provide the same level of benefit to users. The Company is currently evaluating the impact of the new guidance on our consolidated financial statements.

Other accounting standards that have been issued by the FASB or other standards-setting bodies are not expected to have a material effect on the Company’s financial position, result of operations, or cash flows.

3. Risks and Concentration

Credit and concentration risk

Assets that potentially subject the Group to significant concentration of credit risk primarily consist of cash and cash equivalents and restricted cash. As of June 30, 2023, substantially all of the Group’s cash and cash equivalents were deposited in financial institutions located in the PRC, Hong Kong and United States, which management believes are of high credit quality.

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4. Discontinued operations

Disposition of the VIEs and the VIEs’ subsidiaries

On November 22, 2022, the Group terminated all of its English language training (ELT) business-related VIE contracts for nil consideration and disposed of its Chinese lottery-related business.

From November 23, 2022, the Group no longer retained any financial interest over ELT business related VIEs and accordingly deconsolidated ELT business related VIEs’ financial statements from the Group’s consolidated financial statements. The disposal of ELT business related VIEs represented a strategic shift and has a major effect on the Group’s result of operations. Accordingly, assets, liabilities, revenues, expenses and cash flows related to ELT business related VIEs have been reclassified in the consolidated financial statements as discontinued operations for the years ended December 31, 2020, 2021 and 2022.

In November 22, 2022, the Group calculated a loss resulting from such disposition as follows:

	As of November 22, 2022
	RMB’000
Consideration		-
Cash and cash equivalents		5,376
Contract assets		3,845
Accounts receivable		42,716
Other contract costs, Current		8,221
Prepayments and other current assets		47,961
Amounts due from related parties		5,560
Prepaid income tax		14,243
Restricted cash		12,100
Other contract costs, non-current		16,388
Equity method investments		27,564
Property and equipment, net		11,051
Intangible assets, net		11,598
Deferred tax assets		42,449
Goodwill		192,962
Right-of-use assets		43,353
Other non-current assets		16,050
Accounts payable		(15,019	)
Deferred revenue, current		(130,704	)
Salary and welfare payable		(9,408	)
Financial liabilities from contracts with customers		(267,796	)
Accrued expenses and other payables		(49,525	)
Income taxes payable		(135	)
Current lease liabilities		(17,902	)
Amounts due to related parties		(22,232	)
Deferred revenue, non-current		(30,852	)
Deferred tax liabilities		(858	)
Non-current tax payable		(34,265	)
Lease liabilities		(15,504	)
Net assets of ELT business related VIEs*		(92,763	)
Non-controlling interest of ELT business related VIEs		18,035
Less: Net assets of ELT business related VIEs contributable to the Company		(74,728	)
Loss on disposal of ELT business related VIEs		74,728

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The assets and liabilities for discontinued operations of ELT business related VIEs comprised the following items as of December 31, 2021:

	As of December 31, 2021
	RMB’000
Current assets for discontinued operations		-
Contract assets		5,323
Accounts receivable		44,291
Other contract costs, Current		32,241
Prepayments and other current assets		38,600
Amounts due from related parties		7,265
Prepaid income tax		14,479
Total		142,199
Non-current assets for discontinued operations
Other contract costs, non-current		11,149
Equity method investments		24,403
Property and equipment, net		85,803
Intangible assets, net		14,675
Deferred tax assets		25,991
Goodwill		192,962
Right-of-use assets		105,551
Other non-current assets		26,254
Total		486,788
Current liabilities for discontinued operations
Accounts payable		16,164
Bank loans		6,000
Deferred revenue, current		213,006
Salary and welfare payable		27,404
Financial liabilities from contracts with customers		337,932
Accrued expenses and other payables		36,575
Income taxes payable		195
Current lease liabilites		35,817
Amounts due to related parties		11,256
Total		684,349
Non-current liabilities for discontinued operations
Deferred revenue, non-current		35,546
Deferred tax liabilities		4,433
Non current tax payable		34,137
Lease liabilities		59,824
Total		133,940

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The condensed cash flows of all the VIEs and their subsidiaries were as follows for the years ended December 31, 2020, 2021 and 2022:

	Years ended December 31,
	2020			2021			2022
	RMB’000			RMB’000			RMB’000
Net cash used in operating activities		(164,268	)		(375,922	)		(254,847	)
Net cash used in investing activities		(54	)		(2,685	)		57,751
Net cash generated/(used in) from financing activities		91,241			371,637			(13,059	)

The operating results included in the Group’s consolidated statements of comprehensive loss were as follows for the years ended December 31, 2020, 2021 and 2022.

	Years ended December 31,
	2020			2021			2022
	RMB’000			RMB’000			RMB’000
Major classes of line items constituting pre-tax profit of discontinued operations
Revenue		897,035			728,996			317,844
Cost of sales		(607,077	)		(483,701	)		(191,735	)
Sales and marketing		(310,433	)		(250,850	)		(78,839	)
General and administrative		(340,277	)		(334,693	)		(93,124	)
Research and development expenses		(31,878	)		(18,413	)		(6,817	)
Other income that are not major		(2,558	)		(35,773	)		10,968
Loss, before income tax		(395,188	)		(394,434	)		(41,703	)
Income tax expense/(benefit)		(5,803	)		20,239			(817	)
Loss, net of income tax		(400,991	)		(374,195	)		(42,520	)
Loss on deconsolidation of the subsidiary, net of income tax		-			-			74,728
Net income/(loss), net of income tax		(400,991	)		(374,195	)		32,208

5. Accounts receivables

The following table provides information about contract assets, accounts receivable, deferred revenue and financial liabilities from contracts with customers.

	December 31, 2022		June 30, 2023
	US$’000		US$’000
Accounts receivable		8,902		5,485

Prepayments and other assets

The prepayments and other assets consist of the following:

	December 31, 2022		June 30, 2023
	US$’000		US$’000
Prepayments and other current assets
Prepayment for equipment and related-services		3,237		1,705
Others		1,778		1,779
Total		5,015		3,484

The others mainly include deposits, prepaid consulting service fees and other sundry receivables.

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6. Digital assets

	December 31, 2022		June 30, 2023
		US$’000		US$’000
BTC		91		74
Total		91		74

Additional information about bitcoin:

For the six months ended June 30, 2023, the Company generated bitcoins primarily through mining services. The following table presents additional information about bitcoins for the year ended December 31, 2022 and the six months ended June 30, 2023, respectively:

	December 31, 2022			June 30, 2023
	US$’000			US$’000
Opening balance		-			91
Receipt of bitcoins from mining services		2,392			1,342
Receipt of bitcoins from hash power rental		131			-
Exchange of BTC into USDT		(2,429	)		(1,359	)
Impairment of bitcoins		(3	)		-
Ending balance		91			74

For the ended June 30, 2023, the Company recognized impairment of Nil, and for the ended December 31, 2022, the Company recognized impairment of US$ 3 against bitcoins.

7. Equity method investments

In December 2021, the Company had entered into an agreement with industry experts to establish a joint venture, Met Chain Co Limited under the laws of Hong Kong (the “2021 Joint Venture”), specializing in the research and development (“R&D”), production, and sales of cryptocurrency mining equipment. Upon the formation of the 2021 joint venture, the Company held 21% of the equity interests in the 2021 joint venture, with the option to acquire the equity interests held by the other parties to the Joint Venture Agreement under certain conditions as set forth in the Joint Venture Agreement. In November 2022, the Company had entered into an equity transfer agreement with each of the four other equity holders of Met Chain Co Limited to acquire a total of 3.3% of the equity interests in Met Chain Co Limited from the four equity holders, in consideration for such number of ordinary shares of the Company, par value $0.003 per share, valued at RMB7,120,478. As of December 31,2022 and June 30, 2023, the company held 24.3% of the equity interests in Met Chain Co Limited.

The Company recognized gain on equity method investments of $1,000 and $10,000 for the six months ended June 30, 2023 and 2022, respectively.

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8. Property and equipment, net

Property and equipment consists of the following:

	December 31, 2022		June 30, 2023
	US$’000		US$’000
Cost:
Miners for Bitcoin		15,219		17,046
Total cost		15,219		17,046
Less: Accumulated depreciation		1,816		3,490
Property and equipment, net		13,403		13,556

Depreciation expense recognized for the six months ended June 30, 2023 and 2022 was US$1,674 and US$650, respectively.

9. Income tax

(a) Cayman Islands

Under the current tax laws of Cayman Islands, the Company is not subject to tax on income, corporation or capital gain, and no withholding tax is imposed upon the payment of dividends to shareholders.

(b) BVI

Under the current tax laws of the BVI, the Company’s BVI subsidiaries are not subject to any income taxes in the BVI.

(c) Hong Kong Profits Tax

Under the current Hong Kong Inland Revenue Ordinance, the Company’s Hong Kong subsidiaries are subject to Hong Kong profits tax on its taxable income generated from the operations in Hong Kong. A Two-tiered Profits Tax rates regime was introduced since year 2018 where the first HK$2,000 of assessable profits earned by a company will be taxed at half the current tax rate (8.25%) whilst the remaining profits will continue to be taxed at 16.5%. There is an anti-fragmentation measure where each group will have to nominate only one company in the group to benefit from the progressive rates. Payments of dividends by the subsidiaries to the Company are not subject to withholding tax in Hong Kong.

10. Short term loan

On October 1, 2022, the Group entered into a loan agreement with JM Digital., INC., with a maturity date of October 1, 2023. The Group had drawn down USDT $1,000 under the agreement, which is subject to a fixed interest rate of 12% and an origination fee rate of 2%. The loan was guaranteed by 147 units of Ant Miner (S19 series machines) that are hosted at Exponential Digital, LLC’s facilities as collateral.

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11. Earnings (Loss) per share

Basic and diluted net loss per share for each of the periods presented are calculated as follow:

	For the Six Months Ended June 30,
	2022			2023
	(in thousands of US$, except share data and per share data)
Numerator:
Net loss available to shareholders of the Company - basic and diluted		(1,779	)		(1,115	)
Denominator
Weighted average number of ordinary shares - basic		682,160			1,229,652
Effect of dilutive securities		-			-
Dilutive effect of non-vested shares		682,160			1,229,652
Denominator for diluted net (loss)/income per share
Net loss - basic		(2.61	)		(0.91	)
Net loss - diluted		(2.61	)		(0.91	)

12. Share-based compensation

Compensation expense recognized for share-based awards was as follow:

	For the Six Months Ended June 30,
	2022		2023
	US$’000		US$’000
Share options		761		138

These options were granted with exercise prices denominated in US$. The grantees can exercise vested options after the commencement date of exercise and before the end of its contractual term (i.e., 3 years after the commencement date of exercise).

All share-based payments to employees are measured based on their grant-date fair values. Compensation expense is recognized using the straight-line method over the requisite service period.

13. Equity

Ordinary shares

On September 27, 2019, the Company was authorized to issue 500,000,000 ordinary shares with a par value of $0.0001 per share. Holder of the Company’s ordinary shares are entitled to one vote for each share.

On July 10, 2018, Meten International was incorporated as limited liability company with authorized share capital of 380,000 Hong Kong dollar (“HK$”) divided into 38,000,000 shares with par value HK $0.01 each. After the incorporation of Meten International, the Founders and Pre-listing Investors subscribed 47,035 ordinary shares of Meten International at par value of HK $0.01 per share.

In December 2018, Meten International increased its authorized share capital by creation of 500,000,000 shares with par value of US$0.0001 and issued 318,601,222 ordinary shares of US$0.0001 each, and repurchased the 47,035 existing issued ordinary shares of HK $0.01 par value each and decreased the authorized share capital by cancellation of all unissued shares of HK$0.01 each.

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On March 30, 2020, the Company consummated its acquisition of Meten International and EdtechX, pursuant to the Merger Agreement. A total of 318,601,222 ordinary shares of Meten International were converted to 48,391,607 ordinary shares of the Company. A total of 1,971,505 ordinary share of EdtechX were converted to the equal shares of the Company.

Immediately prior to the Business Combination, Azimut Enterprises Holdings S.r.l. invested $20,000 in EdtechX to purchase 2,000,000 units of EdtechX, which were converted into same number of units of the Company upon closing of the Business Combination.

In connection with the Business Combination, on February 28, 2020, March 19, 2020 and March 26, 2020, three unrelated investors agreed to invest US$6,000, US$4,000 and US$6,000, respectively, to purchase shares of the Company. The two $6,000 financings were completed on March 30, 2020, and the US$4,000 financing was terminated on April 14, 2020 as the investor failed to pay the purchase price by the agreed deadline.

In connection with the Business Combination, the Company adopted a new incentive plan to replace the 2018 Plan. The Company rolled over awards granted under the 2013 Plan and 2018 Plan with the same amount and terms. As a result, options to purchase 3,050,701 of the Company’s ordinary shares were issued and outstanding on March 30, 2020. Additionally, the Company reserved for issuance pursuant to the plan one percent (1%) of the total issued and outstanding ordinary shares on the closing date (being 531,005 ordinary shares), and will reserve an additional 1% of then-outstanding shares each year for a period of four years following the first anniversary of the closing date of the Business Combination.

On January 4, 2021, the Company issued 1,327,514 Ordinary Shares under the Company’s 2020 share incentive plan to Pan Yanqiong, the Chief Marketing Officer of Likshuo.

The Company offered 40,000,000 ordinary shares, par value US$0.0001 per share, pursuant to the prospectus supplement and the accompanying prospectus, at a purchase price of US$1.00 per share on May 21, 2021.

On September 1, 2021, the Company offered 22,500,000 ordinary shares, par value US$0.0001 per share at a purchase price of US$0.30 per share.

On November 9, 2021, the Company entered into a securities purchase agreement with certain investors, to sell an aggregate of 33,333,334 ordinary shares, par value $0.0001 per share, of the Company, at an offering price of $0.60 per share.

On May 4, 2022, the Company completed a thirty for one share consolidation (the “2022 Share Consolidation”) of its issued and outstanding ordinary shares, par value $0.003 per share.

On June 29, 2022, the Company approved the proposal to increase their authorized share capital from US$50,000 divided into 16,666,667 ordinary shares of par value of US$0.003 each to US$1,500,000 divided into 500,000,000 ordinary shares of par value of US$0.003 each.

On August 4, 2022, the Company offered 1,470,475 ordinary shares, par value US$0.0001 per share at a purchase price of US$0.30 per share.

On November 10, 2022, the Company issued 3,532,841 ordinary shares of the Company, par value $0.003 per share, valued at RMB7,120,478, to the four equity holders to acquire 3.3% of the equity interests in the Joint Venture.

On August 23, 2023, the Company completed a twenty for one share consolidation (the “2023 Share Consolidation”, together with the 2022 Share Consolidation, the “Share Consolidations”) of its issued and outstanding ordinary shares, par value $0.06 per share.

As of December 31, 2022 and June 30, 2023, there were 1,044,009 and 1,301,629 ordinary shares issued and outstanding, respectively.

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From the legal perspective, the Share Consolidations applied to the issued shares of the Company on the date of the Share Consolidations and do not have any retroactive effect on the Company’s shares prior that date. However, for accounting purposes only, references to the Company’s ordinary shares in this report are stated as having been retroactively adjusted and restated to give effect to the Share Consolidations, as if the Share Consolidations had occurred by the relevant earlier date.

Warrants

As of December 31, 2020, there were 12,705,000 warrants outstanding. the warrants have been trading on the Nasdaq Market under the symbol “METXW” since May 27, 2020.

On January 8, 2021, the Company successfully completed a tender offer for its warrants to purchase ordinary shares at a reduced exercise price of $1.40. The offer expired at 11:59 p.m. Eastern time on January 5, 2021.

The Company raised $6,192,286.80 in gross proceeds from the cash exercise of 4,423,062 warrants of the Company as part of the tender offer. In addition, 2,629,812 warrants to purchase ordinary shares of the Company were validly tendered for cashless exercise, resulting in the issuance of 1,364,512 ordinary shares of the Company.

The Company offered its existing loyal warrant holders the opportunity to exercise their warrants at $1.40 from the initial warrant exercise price at $11.50. Approximately 55.5% of the Company’s outstanding warrants were exercised in the tender offer.

Net proceeds are anticipated to be approximately $5,730,000 after deducting information agent fees, placement agent fees and other offering expenses and are expected to primarily be used for potential acquisitions and working capital and for general corporate purposes.

On February 19, 2021, 336,001 warrants to purchase ordinary shares were validly tendered for cashless exercise, resulting in the issuance of 336,001 ordinary shares. The exercise price of the warrants was $2.50 per share.

The Company offered 40,000,000 ordinary shares, par value US$0.0001 per share, pursuant to the prospectus supplement and the accompanying prospectus, at a purchase price of US$1.00 per share on May 21, 2021. Since the offering price per share of this offering was $1.00 per share, which was lower than $2.50 per share, the exercise price for outstanding warrants was reduced to $1.00 upon closing of the offering on May 21, 2021.

On September 1, 2021, the Company offered 22,500,000 ordinary shares, par value US$0.0001 per share at a purchase price of US$0.30 per share. The Company also offered 177,500,000 pre-funded warrants to purchase 177,500,000 ordinary shares, exercisable at an exercise price of $0.0001 per share (the “Pre-funded Warrants”, each a “Pre-funded Warrant”), to those purchasers whose purchase of ordinary shares in the offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding ordinary shares immediately following the consummation of the offering. The purchase price of each Pre-funded Warrant is $0.2999, which equals the price per ordinary share being sold to the public in that offering, minus $0.0001. The Pre-funded Warrants became immediately exercisable upon issuance and may be exercised at any time until all of the Pre-funded Warrants are exercised in full.

Upon effectiveness of the Reverse Split, each outstanding warrant of the Company became exercisable for 1/30 ordinary share of the Company, and the exercise price of Company’s outstanding warrants was increased to US$9.00, adjusted from $0.30 prior to the Reverse Split and representing the temporarily reduced price based on the Company’s Tender Offer Statement on Schedule TO, as amended and supplemented, originally filed by the Company with the U.S. Securities and Exchange Commission on December 7, 2020 (the “Tender Offer”). Based on the terms of the Tender Offer, following the date on which the closing price of the Company’s ordinary shares has been equal to or greater than $90.00 per share for at least twenty (20) trading days during the preceding thirty (30) trading day period, the exercise price of the Company’s outstanding warrants would be increased to US$345.00.

On August 4, 2022, the Company offered 22,899,047 ordinary shares, par value US$0.003 per share, consisting of (a) 1,470,475 ordinary shares issuable upon the exercise of pre-funded warrants (the “Pre-Funded Warrants”) and (b) 21,428,572 ordinary shares issuable upon the exercise of investor warrants (the “Investor Warrants”). Each Pre-Funded Warrant is exercisable for $0.001 per ordinary share and may be exercised at any time until all the Pre-Funded Warrants are exercised in full; and each Investor Warrant has an exercise price of $0.70 per share, is exercisable on or after August 8, 2022 and will expire on August 9, 2027.

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As a result of the August 2022 offering, the exercise price of the Company’s public warrants was reduced to $0.70 per warrant. The exercise price of the Company’s outstanding warrants will be reset to $345.00 per share on the date following which the closing price of its ordinary shares has been equal to or greater than $90.00 per share for at least twenty (20) trading days during the preceding thirty (30) trading day period, and such exercise price will no longer be subject to the “full-ratchet” anti-dilution protection.

14. Related party transactions

In addition to the related party information disclosed elsewhere in the consolidated financial statements, the Group entered into the following material related party transactions.

Name of party	Relationship
Mr. Zhao Jishuang	A director of the Company
Mr. Guo Yupeng	A director of the Company
Mr. Peng Siguang	CEO and director of the Company
Met Chain Co., Limited	An associate company of the Company

(a) Major transactions with related parties

	December 31, 2022		June 30, 2023
	US$’000		US$’000
Advances from related parties
-  Mr. Guo Yupeng		290		-
-  Mr. Zhao Jishuang		1,469		-
-  Met Chain Co.,Limited		2,042		-
Total		3,801		-
Repayment of  advances from related parties
-  Mr. Zhao Jishuang		1,485		-
Total		1,485		-

(b) Balances with related parties

(c)	December 31, 2022		June 30, 2023
	US$’000		US$’000
Amounts due to related parties
Current
-  Mr. Guo Yupeng		290		290
-  Mr. Zhao Jishuang		4,407		4,407
-  Met Chain Co.,Limited		2,042		2,042
Total		6,739		6,739

(i) Advances from/to these related parties are unsecured, interest free and repayable on demand.

15. Restricted net assets

There is no other restriction on use of proceeds generated by the Group’s subsidiaries to satisfy any obligations of the Company.

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16. Subsequent events

Purchase of 200 Units of Antminer S19j Pro Bitcoin Mining Machines

On July 14,2023, the Company has entered into an asset purchase agreement with two unaffiliated third parties to acquire 200 units of Antminer S19j Pro (110 TH/s), Bitcoin mining machines, and has agreed to issue to the sellers 227,456 ordinary shares of the Company valued at $880,000.

Entry into Share Subscription Agreements

On August 7, 2023 the Company announced that it has entered into subscription agreements with two foreign investors, including an institutional investor, Future Satoshi Ltd, and an individual investor, for the issue and sale of 200,000 ordinary shares of the Company, par value US$0.06 per share, for total gross proceeds of $1,000,000, or US$5.0 per share.

Name Change to BTC Digital Ltd.

On August 11, 2023, the Company changed its name to “BTC Digital Ltd.”.

Share Consolidation

On August 23, 2023, the Company announced a 1-for-20 share consolidation of its ordinary shares, which began to trade on Nasdaq on August 24, 2023 on a split adjusted basis. The authorized share capital of the company is now US$1,500,000 divided into 25,000,000 ordinary shares of a nominal or par value of US$0.06 each. As of August 23, 2023 and immediately prior to the effective date, there were 35,312,478 ordinary shares outstanding. As a result of the Share Consolidation, there are 1,822,426 ordinary shares outstanding.

Purchase of 220 Units of Antminer S19j Pro Bitcoin Mining Machines

On November 3, 2023, the Company announced that it has entered into an asset purchase agreement with two unaffiliated third parties to acquire 220 units of Antminer S19j Pro (110 TH/s) Bitcoin mining machines, and has issued to the sellers 276,572 ordinary shares of the Company valued at $968,800.

27

XML

Document And Entity Information	6 Months Ended
	Jun. 30, 2023
Document Information Line Items
Entity Registrant Name	BTC Digital Ltd.
Document Type	6-K
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001796514
Document Period End Date	Jun. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity File Number	001-39258

XML

Unaudited Consolidated Balance Sheets - USD ($) $ in Thousands		Jun. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents		$ 215	$ 48
Accounts receivable		5,485	8,902
Prepayments and other current assets		3,484	5,015
Digital assets		74	91
Total current assets		9,258	14,056
Non-current assets
Equity method investments		2,886	2,885
Property and equipment, net		13,556	13,403
Total non-current assets		16,442	16,288
Total assets		25,700	30,344
Current liabilities
Accounts payable		155	3,455
Short term loan		453	870
Accrued expenses and other payables		50
Total current liabilities		658	4,325
Non-current liability
Total non-current liability		6,739	6,739
Total liabilities		7,397	11,064
Shareholders’ equity
Ordinary shares (US$0.06 par value; 25,000,000 shares authorized; 1,044,009 and 1,301,629 shares issued outstanding as of December 31, 2022 and June 30, 2023)	[1]	78	63
Additional paid-in capital		203,115	202,992
Accumulated deficit		(184,890)	(183,775)
Total equity attributable to shareholders of the Company		18,303	19,280
Total shareholders’ equity		18,303	19,280
Total liabilities and shareholders’ equity		25,700	30,344
Related party
Non-current liability
Amounts due to related parties		$ 6,739	$ 6,739

[1] Retrospectively restated to reflect the twenty for one share consolidation, see Note 13

XML

Unaudited Consolidated Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Ordinary shares, par value (in Dollars per share)	$ 0.06	$ 0.06
Ordinary shares, authorized	25,000,000	25,000,000
Ordinary shares, issued	1,301,629	1,044,009
Ordinary shares, outstanding	1,301,629	1,044,009

XML

Unaudited Consolidated Statements of Operations and Comprehensive Loss ¥ in Thousands, $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) $ / shares shares
Income Statement [Abstract]
Revenues	$ 7,284	$ 1,630
Cost of revenues	(7,394)	(1,849)
Gross loss	(110)	(219)
Operating expenses:
Selling and marketing expenses	(198)
General and administrative expenses	(656)	(1,349)
Loss from operations	(964)	(1,568)
Other income (expenses):
Realized gain on exchange of digital assets	34
Interest income	1	1
Interest expenses	(50)
Foreign currency exchange loss, net	(135)	(218)
Equity in income on equity method investments	1	10
Others, net	(2)	(4)
Loss before income tax from continuing operations	(1,115)	(1,779)
Income tax expense
Net loss from continuing operations	(1,115)	(1,779)
Income from discontinued operations, net of income taxes		1,484
Net loss	(1,115)	(295)
Net gain from discontinued operations attributable to noncontrolling interest		789
Less: Net gain attributable to the non-controlling interest		789
Net income/(loss) attributable to shareholders of the Company	(1,115)	(1,084)
Comprehensive loss	$ (1,115)	$ (295)
Net loss per share-Basic and diluted
From continuing operation (in Dollars per share) | $ / shares	$ (0.91)	$ (2.61)
From discontinued operation (in Dollars per share) | $ / shares		$ 1.02
Weighted average shares used in calculating net loss per share
Basic (in Shares) | shares	1,229,652	682,160
Diluted (in Shares) | shares	1,229,652	682,160

XML

Unaudited Consolidated Statements of Changes in Shareholders’ Equity - USD ($) $ in Thousands		Ordinary shares		Accumulated deficit	Parent [Member]	Non- controlling interests	Additional paid-in capital	Total
Balance at Dec. 31, 2021		$ 34		$ (207,222)	$ 3,522	$ 2,218		$ 5,740
Balance (in Shares) at Dec. 31, 2021	[1]	568,572
Net loss for the period				(1,084)	(1,084)	789		(295)
Issuance of ordinary shares			[2]
Issuance of ordinary shares (in Shares)	[1]	1,645
Share-based compensation					761			761
Balance at Jun. 30, 2022		$ 34		(208,306)	3,199	$ 3,007		6,206
Balance (in Shares) at Jun. 30, 2022	[1]	570,217
Balance at Dec. 31, 2022		$ 63		(183,775)	19,280		$ 202,992	19,280
Balance (in Shares) at Dec. 31, 2022	[1]	1,044,009
Net loss for the period				(1,115)	(1,115)			(1,115)
Issuance of ordinary shares		$ 15					(15)
Issuance of ordinary shares (in Shares)	[1]	257,620
Share-based compensation					138		138	138
Balance at Jun. 30, 2023		$ 78		$ (184,890)	$ 18,303		$ 203,115	$ 18,303
Balance (in Shares) at Jun. 30, 2023	[1]	1,301,629

[1] Retrospectively restated due to twenty for one reverse stock split, see Note 21

[2] Less than $1,000

XML

Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Continuing operation
Net loss	$ (1,115)	$ (1,779)
Adjustments to reconcile net income/(loss) to net cash generated from operating activities:
Depreciation	1,674	650
Impairment losses on digital assets		730
Equity income on equity method investments	(1)	(10)
Share-based compensation expenses	138	761
Changes in operating assets and liabilities:
Increase in accounts receivable	3,417
Decrease in prepayments and other current assets	1,531	420
Change of digital assets	17	(1,630)
Decrease in accrued expenses and other payables	50
Decrease in accounts payable	(3,300)
Net cash flow used in operating activities from discontinued operation		(19,327)
Net cash flow generated from/(used in) operating activities	2,411	(20,185)
Continuing operation
Purchases of property and equipment	(1,827)	(9,293)
Purchase of short-term investments		(1,895)
Net cash generated from investing activities from discontinued operation		10,703
Net cash used in investing activities	(1,827)	(485)
Continuing operation
Repayment of advances from related parties		1,818
Repayment of Short term loans	(417)
Net cash used in financing activities from discontinued operation		(3,661)
Net cash generated from/(used in) financing activities	(417)	(1,843)
Net increase/(decrease) in cash and cash equivalents from continuing operation	167	(10,228)
Net decrease in cash and cash equivalents and restricted cash from discontinued operation		(12,285)
Cash and cash equivalents and restricted cash at the beginning of the period for continuing operation	48	10,622	$ 10,622
Cash and cash equivalents and restricted cash at the beginning of the period- for discontinued operation		15,840	15,840
Cash and cash equivalents and restricted cash at the end of the period for continuing operation	215	394	48
Cash and cash equivalents and restricted cash at the end of the period for discontinued operation		3,555
Continuing operation
Interest paid	50
Discontinued operation
Interest paid		3
Income tax paid		95
Supplemental disclosure of cash and cash equivalents and restricted cash:
Cash and cash equivalents	215	1,988
Restricted cash		1,961
Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows	$ 215	$ 3,949

XML

Organization and Principal Activities

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Principal Activities

1. Organization and Principal Activities

(a) Principal activities

Meten EdtechX Education Group Ltd (the “Company”) was incorporated on September 27, 2019 under the law of Cayman Islands as an exempted company with limited liability. Meten EdtechX Education Group Ltd changed its name to “Meten Holding Group Ltd.” on August 11, 2021. On August 11, 2023, the Company changed its name to “BTC Digital Ltd.”. The Company is primarily engaged in the bitcoin mining business, and also generates revenue through mining machines resale and rental business operations.

As of June 30, 2023, the details of the Company’s subsidiaries were as follows:

Entity	Date of incorporation	Place of incorporation	Percentage of direct or indirect economic ownership		Principal activities
Major subsidiaries:
Meten International Education Group	July 10, 2018	Cayman Islands		100%	Investment holding
Meten Education Investment Limited (“Meten BVI”)	July 18, 2018	British Virgin Islands (“BVI”)		100%	Investment holding
Likeshuo Education Investment Limited (“Likeshuo BVI”)	July 18, 2018	BVI		100%	Investment holding
Meten Education (Hong Kong) Limited (“Meten HK”)	August 22, 2018	Hong Kong		100%	Investment holding
Likeshuo Education (Hong Kong) Limited (“Likeshuo HK”)	August 22, 2018	Hong Kong		100%	Investment holding
Meta Path investing holding company	December 3, 2021	Cayman Islands		100%	Investment holding
Met Chain investing holding company Ltd	January 5, 2022	BVI		100%	Investment holding
METEN BLOCK CHAIN LLC	March 8, 2022	United States		100%	Investment holding

(b) History of the Group and reorganization

Organization and General

The Company is authorized to issue 25,000,000 ordinary shares with a par value of $0.06 per share. On September 27, 2019, the Company issued one ordinary share to its sole director Richard Fear for a purchase price of $0.0001. On the same day, the one ordinary share owned by Richard Fear was transferred to Guo Yupeng.

Reverse recapitalization

On December 12, 2019, the Company entered into an Agreement and Plan of Reorganization (the “Merger Agreement”) by and among the Company, EdtechX Holdings Acquisition Corp., a Delaware corporation (“EdtechX”), Meten Education Inc., a Delaware corporation and wholly owned subsidiary of the Company (“EdtechX Merger Sub”), Meten Education Group Ltd.(“Meten International”), a Cayman Islands exempted company which incorporated on July 10, 2018 and wholly owned subsidiary of the Company (“Meten Merger Sub”, and together with EdtechX Merger Sub, the “Merger Subs”). EdtechX was a blank check company incorporated in Delaware on May 15, 2018 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.

On March 30, 2020, the Company consummated its acquisition of Meten International and EdtechX, pursuant to the Merger Agreement, where the Company acquired 100% of the issued and outstanding ordinary shares of Meten International and EdtechX, i.e., 318,601,222 ordinary shares of Meten International and 1,971,505 ordinary shares of EdtechX for 1,613,054 and 65,717 ordinary shares of the Company, respectively (the “SPAC Transaction”).

Meten International was determined to be the accounting acquirer given the controller of Meten International effectively controlled the combined entity Meten EdtechX Education Group Ltd after the SPAC Transaction.

The transaction is not a business combination because EdtechX was not a business. The transaction is accounted for as a reverse recapitalization, which is equivalent to the issuance of shares by Meten International for the net monetary assets of EdtechX, accompanied by a recapitalization. Meten International is determined as the predecessor and the historical financial statements of Meten International became the Company’s historical financial statements, with retrospective adjustments to give effect of the reverse recapitalization. The equity is restated using the exchange ratio of 0.1519 established in the reverse recapitalization transaction, which is 48,391,607 divided by 318,601,222, to reflect the equity structure of the Company. Loss (income) per share is retrospectively restated using the historical weighted-average number of ordinary shares outstanding multiplied by the exchange ratio. The share and per share data is retrospectively restated using the exchange ratio in the share-based compensation footnote, see Note 12.

Immediately prior to the merger transaction, Azimut Enterprises Holdings S.r.l. invested $20,000 in EdtechX to purchase 2,000,000 units of EdtechX, which were converted into same number of units of the Company upon closing of the merger transaction.

In connection with merger transaction, on February 28, 2020, March 19, 2020 and March 26, 2020, three unrelated investors agreed to invest USD 6,000, USD 4,000 and USD 6,000 to purchase shares of the Company. The financing of the USD 12,000 was completed on March 30, 2020, and the USD 4,000 financing was terminated on April 14, 2020 as the investor failed to pay the purchase price by the agreed deadline.

Reorganization of Meten International

Prior to the SPAC Transaction, Meten International undertook a series of steps to restructure its business.

Meten International’s history began in April 2006 with the commencement of operations of Shenzhen Meten International Education Co., Ltd. (“Shenzhen Meten”), a limited liability company incorporated in the PRC by Mr. Jishuang Zhao, Mr. Siguang Peng and Mr. Yupeng Guo (collectively, the “Founders”). On December 18, 2017, Shenzhen Meten was converted into a joint stock limited liability company and 30,000,000 shares of RMB1 each were issued.

From March 2012 to August 2018, Mr. Yun Feng, Shenzhen Daoge Growth No.3 Investment Fund Partnership (Limited Partnership), Shenzhen Daoge Growth No.5 Investment Fund Partnership (Limited Partnership), Shenzhen Daoge Growth No.6 Investment Fund Partnership (Limited Partnership), Shenzhen Daoge Growth No.11 Investment Fund Partnership (Limited Partnership), Shenzhen Daoge Growth No.21 Investment Fund Partnership (Limited Partnership), Zhihan (Shanghai) Investment Center (Limited Partnership), Hangzhou Muhua Equity Investment Fund Partnership (Limited Partnership) (collectively known as the “Pre-listing Investors”) each acquired certain equity interests in Shenzhen Meten.

In preparation of the listing in capital markets of Shenzhen Meten’s general adult English training, overseas training services, online English training and other English language-related services businesses (the “Business”), Shenzhen Meten underwent a series of reorganization transactions (“Reorganization”) in 2018. The main purpose of the Reorganization is to establish a Cayman Islands holding company for the Business in preparation for its overseas listing.

The Reorganization was executed in the following steps:

1) Meten International was incorporated as an exempted company with limited liability in the Cayman Islands on September 27, 2019 and as offshore holding company of the Group. In July and August 2018, the Founders and Pre-listing Investors subscribed for ordinary shares of Meten International at par value, all in the same proportions as the percentage of the then equity interest they held in Shenzhen Meten. Upon the issuance of ordinary shares to the Founders and Pre-listing Investors, the equity structure of the Meten International is identical to that of Shenzhen Meten.

2) In July 2018, Meten International further established two wholly-owned subsidiaries in the British Virgin Islands, Meten BVI and Likeshuo BVI.

3) In August 2018, Meten BVI and Likeshuo BVI established two wholly-owned subsidiaries in Hong Kong, Meten HK and Likeshuo HK, respectively.

4) In September 2018, Meten HK and Likeshuo HK established two wholly-owned subsidiaries in China, named Zhuhai Meizhilian Education Technology Co., Ltd.(“Zhuhai Meizhilian”) and Zhuhai Likeshuo Education Technology Co., Ltd. (“Zhuhai Likeshuo”), respectively.

5) In October 2018, Shenzhen Meten was split into three separate legal entities, namely Shenzhen Meten, Shenzhen Likeshuo Education Co., Ltd. (“Shenzhen Likeshuo”) and Shenzhen Yilian Education Investment Co. Ltd. (“Shenzhen Yilian Investment”).

6) In November 2018, Zhuhai Meten and Zhuhai Likeshuo (collectively the “WFOEs”) entered into a series of contractual arrangements, including a business cooperation agreement, exclusive technical service and management consultancy agreement, exclusive call option agreement, equity pledge agreement and shareholders’ rights entrustment agreement (collectively referred to as the “Contractual Arrangements” as further described below) with Shenzhen Meten, Shenzhen Likeshuo and their shareholders, respectively. Consequently, Shenzhen Meten and Shenzhen Likeshuo became consolidated VIEs of Meten International upon the completion of the relevant reorganization steps.

7) As part of the Reorganization, Shenzhen Meten transferred its equity interests in certain operations that are not a part of the Business to Shenzhen Yilian Investment and made a net cash distribution of approximately RMB148,270. Such net payment is recorded as distributions in connection with Reorganization in the accompanying consolidated statements of changes in shareholders’ deficit for the year ended December 31, 2018.

The Reorganization involved the restructuring of the legal structure of the Business, which was under common control and did not result in any changes in the economic substance of the ownership and the Business. The accompanying consolidated financial statements have been prepared as if the VIE structure had been in existence throughout the periods presented and prior to the VIE structure was unwound.

Upon completion of the Reorganization, Meten International’s shares and per share information including the basic and diluted income/(loss) per share have been presented retrospectively as if the number of ordinary shares outstanding immediately after the completion of the Reorganization had been outstanding from the beginning of the earliest period presented, except for the ordinary shares issued in connection with the exchange of Redeemable Owner’s Investment held by the Pre-listing investors during the Reorganization have been weighted for the portion of the period that they were outstanding.

(c) Unwinding of the VIE Structure

The Company has previously conducted the ELT services in China through a series of contractual arrangements with Shenzhen Meten and Shenzhen Likeshuo and their respective subsidiaries, and consolidated the financial results of Shenzhen Meten and Shenzhen Likeshuo and their subsidiaries in the Company’s consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”).

On October 22, 2022, the Company announced the decision to dispose of the VIE structures in China, and on November 22, 2022 the Company has terminated all of the VIE structures with the ELT services. From November 23, 2022, the Company no longer retained any financial interest over the ELT services related VIEs and accordingly deconsolidated the ELT services related VIEs’ financial statements from the Company’s consolidated financial statements. The disposal of ELT services related VIEs represented a strategic shift and has a major effect on the Company’s result of operations. Accordingly, assets, liabilities, and results of operations related to ELT services related VIEs have been reported as discontinued operations for all periods presented.

(d) Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with GAAP.

The consolidated financial statements are presented in Renminbi (“RMB”), rounded to the nearest thousands except share data and per share data, or otherwise noted.

(e) Principles of consolidation

The consolidated financial statements of the Group include the financial statements of the Company, its subsidiaries, and the VIEs before the VIE structure was unwound, in which it had a controlling financial interest. The results of the subsidiaries and the VIEs are consolidated from the date on which the Group obtained control and continue to be consolidated until the date that such control ceases. A controlling financial interest is typically determined when a company holds a majority of the voting equity interest in an entity. All significant intercompany balances and transactions among the Company, its subsidiaries and the VIEs have been eliminated on consolidation.

XML

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Summary of significant accounting policies

2. Summary of significant accounting policies

(a) Use of estimates

The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the balance sheet date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, estimate of standalone selling prices of each unit of accounting in multiple elements arrangements, estimate of breakage, the fair value of identifiable assets acquired, liabilities assumed and non-controlling interests in business combinations, the useful lives of long-lived assets including intangible assets, the fair value of the reporting unit for the goodwill impairment test, the allowance for doubtful accounts receivable and other receivables, the realization of deferred tax assets, the fair value of share-based compensation awards, lease liabilities, right-of-use assets and the recoverability of long-lived assets. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the consolidated financial statements.

(b) Functional currency

The Company use United States dollar (“US$”) as its reporting currency. The functional currency of the Company and its subsidiaries incorporated outside of the PRC is United States dollar (“US$”).

(c) Convenience translation

Translations of balances in the consolidated balance sheets, consolidated statements of comprehensive income/(loss) and consolidated statements of cash flows from RMB into US$ as of and for the six months ended June 30, 2023 are solely for the convenience of the readers and were calculated at the rate of US$1.00=RMB7.2513, representing the index rates stipulated by the Federal Reserve Bank of New York on June 30, 2023. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on June 30, 2023, or at any other rate. The US$ convenience translation is not required under U.S. GAAP and all US$ convenience translation amounts in the accompanying consolidated financial statements are unaudited.

(d) Cash and cash equivalents

Cash and cash equivalents represent cash on hand and time deposits, which have original maturities of three months or less when purchased and which are unrestricted as to withdrawal and use. In addition, highly liquid investments which have original maturities of three months or less when purchased are classified as cash equivalents.

(e) Accounts receivable

Accounts receivable are presented net of allowance for doubtful accounts. The Company uses specific identification in providing for bad debts when facts and circumstances indicate that collection is doubtful and based on factors listed in the following paragraph. If the financial conditions of its franchisee were to deteriorate, resulting in an impairment of their ability to make payments, additional allowance may be required.

The Group maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. Accounts receivable are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

(f) Digital assets

Digital asset (including bitcoin) is included in current assets in the accompanying consolidated balance sheets. Digital assets purchased are recorded at cost and digital assets awarded to the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy disclosed below.

Digital assets held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the digital assets at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted.

Purchases of digital assets by the Company, if any, will be included within investing activities in the accompanying consolidated statements of cash flows, while digital assets awarded to the Company through its mining activities are included within operating activities on the accompanying consolidated statements of cash flows. The sales of digital assets are included within investing activities in the accompanying consolidated statements of cash flows and any realized gains or losses from such sales are included in “realized gain (loss) on exchange of digital assets” in the consolidated statements of operations and comprehensive income (loss). The Company accounts for its gains or losses in accordance with the first-in first-out method of accounting.

(g) Equity method investments

Investee companies over which the Group has the ability to exercise significant influence, but does not have a controlling interest through investment in common shares or in-substance common shares, are accounted for using the equity method. Significant influence is generally considered to exist when the Group has an ownership interest in the voting stock of the investee between 20% and 50%, and other factors, such as representation on the investee’s board of directors, voting rights and the impact of commercial arrangements, are also considered in determining whether the equity method of accounting is appropriate.

Under the equity method, the Group initially records its investment at cost and subsequently recognizes the Group’s proportionate share of each equity investee’s net income or loss after the date of investment into earnings and accordingly adjusts the carrying amount of the investment. The Group reviews its equity method investments for impairment whenever an event or circumstance indicates that an other-than-temporary impairment has occurred. The Group considers available quantitative and qualitative evidence in evaluating potential impairment of its equity method investments. An impairment charge is recorded when the carrying amount of the investment exceeds its fair value and this condition is determined to be other-than-temporary.

(h) Property and equipment, net

Property and equipment are stated at cost less accumulated depreciation and any recorded impairment.

Gains or losses arising from the disposal of an item of property and equipment are determined as the difference between the net disposal proceeds and the carrying amount of the item and are recognized in profit or loss on the date of disposal.

The estimated useful lives are presented below.

Miners 5 years

Depreciation on property and equipment is calculated on the straight-line method over the estimated useful lives of the assets.

The Group capitalizes costs associated with the acquisition of major software for internal use in other assets in the consolidated balance sheets and amortizes the assets over the expected life of the software, generally between five and ten years.

(i) Impairment of long-lived assets

Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Group first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. No impairment losses were recorded for the six months ended June 30, 2022 and 2023.

(j) Loans

Loans comprise short-term loans and long term loans. Loans are recognized initially at fair value, net of transaction costs incurred. Loans are subsequently stated at amortized cost; any difference between the proceeds net of transaction costs and the redemption value is recognized in profit or loss over the period of the borrowings using the effective interest method.

(k) Accounts payable

Accounts payable represent liabilities for goods provided to the Company prior to the end of the financial year which are unpaid. They are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). Otherwise, they are presented as non-current liabilities. Accounts payable are initially recognised at fair value, and subsequently carried at amortised cost using the effective interest method.

(l) Revenue recognition

The Company adopted ASC 606, “Revenue from Contracts with Customers” for all periods presented. Consistent with the criteria of ASC 606, the Company follows five steps for its revenue recognition: (i) identify the contract(s) 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 when (or as) the entity satisfies a performance obligation.

The primary sources of the Group’s revenue is as follows:

(1) Digital asset mining

The Company has entered into digital asset mining pools by executing contracts with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed digital assets award the mining pool operator receives, for successfully adding a block to the blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm.

Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions.

Fair value of the digital assets award received is determined using the quoted price of the related digital assets at the time of receipt. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for digital assets recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations.

(m) Income taxes

Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as operating loss and tax credit carryforwards, if any. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates or tax laws is recognized in the consolidated statements of comprehensive income in the period the change in tax rates or tax laws is enacted.

The Group reduces the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is “more-likely-than-not” that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a “more-likely-than-not” realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, and the Group’s experience with operating loss and tax credit carryforwards, if any, not expiring.

The Group recognizes in its financial statements the impact of a tax position if that position is “more-likely-than-not” to prevail based on the facts and technical merits of the position. Tax positions that meet the “more-likely-than-not” recognition threshold are measured at the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Interest and penalties recognized related to unrecognized tax benefits are classified as income tax expense in the consolidated statements of comprehensive income.

(n) Share based compensation

Share-based awards granted to the employees in the form of share options are subject to service and non-market performance conditions. They are measured at the grant date fair value of the awards. The compensation expense in connection with the shares awarded to employees is recognized using the straight-line method over the requisite service period. Forfeitures are estimated at the time of grant, with such estimate updated periodically and with actual forfeitures recognized currently to the extent they differ from the estimate.

In determining the fair value of the shares awarded to employees, the discounted cash flow pricing model has been applied.

Estimation of the fair value involves significant assumptions that might not be observable in the market, and a number of complex and subjective variables, including the expected share price volatility (approximated by the volatility of comparable companies), discount rate, risk-free interest rate and subjective judgments regarding the Company’s projected financial and operating results, its unique business risks and its operating history and prospects at the time the grants are made.

(o) Statutory reserve

In accordance with the Company Laws of the PRC, the former VIEs registered as PRC domestic companies must make appropriations from its after-tax profit as determined under the PRC GAAP to non-distributable reserve funds including a statutory surplus fund and a discretionary surplus fund. The appropriation to the statutory surplus fund must be at least 10% of the after-tax profits as determined in accordance with the legal requirements in the PRC. Appropriation is not required if the surplus fund has reached 50% of the registered capital of the respective company. Appropriation to the discretionary surplus fund is made at the discretion of the respective company.

The use of the statutory reserves are restricted to the off-setting of losses or increasing capital of the respective company. All these reserves are not allowed to be transferred to their investors in terms of cash dividends, loans or advances, nor can they be distributed except under liquidation.

(ab) Contingencies

In the normal course of business, the Group is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations, shareholder lawsuits, and non-income tax matters. An accrual for a loss contingency is recognized when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed.

(ac) Fair value measurements

The Group applies ASC 820, Fair Value measurements and Disclosures, for fair value measurements financial assets and financial liabilities and for fair value measurements of non-financial items that are recognized or disclosed at fair value in the financial statements on a recurring and non-recurring basis. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.

ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group has the ability to access at the measurement date.

● Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

● Level 3 inputs are unobservable inputs for the asset or liability.

The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety. In situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects management’s own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by management based on the best information available in the circumstances.

The carrying amounts of cash and cash equivalents, accounts receivable, amounts due from related parties, accounts payable, amounts due to related parties, income taxes payable, accrued expenses and other payables as of December 31, 2022 and June 30, 2023 approximate their fair values because of short maturity of these instruments.

(ad) Net income/(loss) per share

Basic net income/(loss) per share is computed by dividing net income/(loss) attributable to shareholders of the Company by the weighted average number of ordinary shares outstanding during the year. Diluted net income/(loss) per share reflects the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised into ordinary shares. Ordinary share equivalents are excluded from the computation of the diluted net income/(loss) per share in years when their effect would be anti-dilutive. The Group has non-vested shares which could potentially dilute basic income/(loss) per share in the future. To calculate the number of shares for diluted net income/(loss) per share, the effect of the non-vested shares is computed using the treasury stock method.

(ae) Recently issued accounting pronouncements

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued and has evaluated all other pronouncements.

In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06). The amendments in ASU 2020-06 simplify the accounting for convertible instruments by removing major separation models and removing certain settlement condition qualifiers for the derivatives scope exception for contracts in an entity’s own equity, and simplify the related diluted net income per share calculation for Subtopic 470-20 and Subtopic 815-40. ASU 2020-06 will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, for smaller reporting companies, as defined by the SEC. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is evaluating the impact of this ASU on its consolidated financial statements and disclosures.

In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which eliminates the troubled debt restructurings (TDRs) accounting model for creditors that have already adopted Topic 326, which is commonly referred to as the current expected credit loss (CECL) model. For entities that have adopted Topic 326, the amendments in this Update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The FASB’s decision to eliminate the TDR accounting model is in response to feedback that the allowance under CECL already incorporates credit losses from loans modified as TDRs and, consequently, the related accounting and disclosures – which preparers often find onerous to apply – no longer provide the same level of benefit to users. The Company is currently evaluating the impact of the new guidance on our consolidated financial statements.

Other accounting standards that have been issued by the FASB or other standards-setting bodies are not expected to have a material effect on the Company’s financial position, result of operations, or cash flows.

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Risks and Concentration

6 Months Ended

Jun. 30, 2023

Risks and Concentration [Abstract]

Risks and Concentration

3. Risks and Concentration

Credit and concentration risk

Assets that potentially subject the Group to significant concentration of credit risk primarily consist of cash and cash equivalents and restricted cash. As of June 30, 2023, substantially all of the Group’s cash and cash equivalents were deposited in financial institutions located in the PRC, Hong Kong and United States, which management believes are of high credit quality.

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Discontinued Operations

6 Months Ended

Jun. 30, 2023

Discontinued Operations [Abstract]

Discontinued operations

4. Discontinued operations

Disposition of the VIEs and the VIEs’ subsidiaries

On November 22, 2022, the Group terminated all of its English language training (ELT) business-related VIE contracts for nil consideration and disposed of its Chinese lottery-related business.

From November 23, 2022, the Group no longer retained any financial interest over ELT business related VIEs and accordingly deconsolidated ELT business related VIEs’ financial statements from the Group’s consolidated financial statements. The disposal of ELT business related VIEs represented a strategic shift and has a major effect on the Group’s result of operations. Accordingly, assets, liabilities, revenues, expenses and cash flows related to ELT business related VIEs have been reclassified in the consolidated financial statements as discontinued operations for the years ended December 31, 2020, 2021 and 2022.

In November 22, 2022, the Group calculated a loss resulting from such disposition as follows:

	As of November 22, 2022
	RMB’000
Consideration		-
Cash and cash equivalents		5,376
Contract assets		3,845
Accounts receivable		42,716
Other contract costs, Current		8,221
Prepayments and other current assets		47,961
Amounts due from related parties		5,560
Prepaid income tax		14,243
Restricted cash		12,100
Other contract costs, non-current		16,388
Equity method investments		27,564
Property and equipment, net		11,051
Intangible assets, net		11,598
Deferred tax assets		42,449
Goodwill		192,962
Right-of-use assets		43,353
Other non-current assets		16,050
Accounts payable		(15,019	)
Deferred revenue, current		(130,704	)
Salary and welfare payable		(9,408	)
Financial liabilities from contracts with customers		(267,796	)
Accrued expenses and other payables		(49,525	)
Income taxes payable		(135	)
Current lease liabilities		(17,902	)
Amounts due to related parties		(22,232	)
Deferred revenue, non-current		(30,852	)
Deferred tax liabilities		(858	)
Non-current tax payable		(34,265	)
Lease liabilities		(15,504	)
Net assets of ELT business related VIEs*		(92,763	)
Non-controlling interest of ELT business related VIEs		18,035
Less: Net assets of ELT business related VIEs contributable to the Company		(74,728	)
Loss on disposal of ELT business related VIEs		74,728

The assets and liabilities for discontinued operations of ELT business related VIEs comprised the following items as of December 31, 2021:

	As of December 31, 2021
	RMB’000
Current assets for discontinued operations		-
Contract assets		5,323
Accounts receivable		44,291
Other contract costs, Current		32,241
Prepayments and other current assets		38,600
Amounts due from related parties		7,265
Prepaid income tax		14,479
Total		142,199
Non-current assets for discontinued operations
Other contract costs, non-current		11,149
Equity method investments		24,403
Property and equipment, net		85,803
Intangible assets, net		14,675
Deferred tax assets		25,991
Goodwill		192,962
Right-of-use assets		105,551
Other non-current assets		26,254
Total		486,788
Current liabilities for discontinued operations
Accounts payable		16,164
Bank loans		6,000
Deferred revenue, current		213,006
Salary and welfare payable		27,404
Financial liabilities from contracts with customers		337,932
Accrued expenses and other payables		36,575
Income taxes payable		195
Current lease liabilites		35,817
Amounts due to related parties		11,256
Total		684,349
Non-current liabilities for discontinued operations
Deferred revenue, non-current		35,546
Deferred tax liabilities		4,433
Non current tax payable		34,137
Lease liabilities		59,824
Total		133,940

The condensed cash flows of all the VIEs and their subsidiaries were as follows for the years ended December 31, 2020, 2021 and 2022:

	Years ended December 31,
	2020			2021			2022
	RMB’000			RMB’000			RMB’000
Net cash used in operating activities		(164,268	)		(375,922	)		(254,847	)
Net cash used in investing activities		(54	)		(2,685	)		57,751
Net cash generated/(used in) from financing activities		91,241			371,637			(13,059	)

The operating results included in the Group’s consolidated statements of comprehensive loss were as follows for the years ended December 31, 2020, 2021 and 2022.

	Years ended December 31,
	2020			2021			2022
	RMB’000			RMB’000			RMB’000
Major classes of line items constituting pre-tax profit of discontinued operations
Revenue		897,035			728,996			317,844
Cost of sales		(607,077	)		(483,701	)		(191,735	)
Sales and marketing		(310,433	)		(250,850	)		(78,839	)
General and administrative		(340,277	)		(334,693	)		(93,124	)
Research and development expenses		(31,878	)		(18,413	)		(6,817	)
Other income that are not major		(2,558	)		(35,773	)		10,968
Loss, before income tax		(395,188	)		(394,434	)		(41,703	)
Income tax expense/(benefit)		(5,803	)		20,239			(817	)
Loss, net of income tax		(400,991	)		(374,195	)		(42,520	)
Loss on deconsolidation of the subsidiary, net of income tax		-			-			74,728
Net income/(loss), net of income tax		(400,991	)		(374,195	)		32,208

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Accounts Receivables

6 Months Ended

Jun. 30, 2023

Accounts Receivables [Abstract]

Accounts receivables

5. Accounts receivables

The following table provides information about contract assets, accounts receivable, deferred revenue and financial liabilities from contracts with customers.

	December 31, 2022		June 30, 2023
	US$’000		US$’000
Accounts receivable		8,902		5,485

Prepayments and other assets

The prepayments and other assets consist of the following:

	December 31, 2022		June 30, 2023
	US$’000		US$’000
Prepayments and other current assets
Prepayment for equipment and related-services		3,237		1,705
Others		1,778		1,779
Total		5,015		3,484

The others mainly include deposits, prepaid consulting service fees and other sundry receivables.

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Digital Assets

6 Months Ended

Jun. 30, 2023

Digital Assets [Abstract]

Digital assets

6. Digital assets

	December 31, 2022		June 30, 2023
		US$’000		US$’000
BTC		91		74
Total		91		74

Additional information about bitcoin:

For the six months ended June 30, 2023, the Company generated bitcoins primarily through mining services. The following table presents additional information about bitcoins for the year ended December 31, 2022 and the six months ended June 30, 2023, respectively:

	December 31, 2022			June 30, 2023
	US$’000			US$’000
Opening balance		-			91
Receipt of bitcoins from mining services		2,392			1,342
Receipt of bitcoins from hash power rental		131			-
Exchange of BTC into USDT		(2,429	)		(1,359	)
Impairment of bitcoins		(3	)		-
Ending balance		91			74

For the ended June 30, 2023, the Company recognized impairment of Nil, and for the ended December 31, 2022, the Company recognized impairment of US$ 3 against bitcoins.

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Equity Method Investments

6 Months Ended

Jun. 30, 2023

Equity Method Investments [Abstract]

Equity method investments

7. Equity method investments

In December 2021, the Company had entered into an agreement with industry experts to establish a joint venture, Met Chain Co Limited under the laws of Hong Kong (the “2021 Joint Venture”), specializing in the research and development (“R&D”), production, and sales of cryptocurrency mining equipment. Upon the formation of the 2021 joint venture, the Company held 21% of the equity interests in the 2021 joint venture, with the option to acquire the equity interests held by the other parties to the Joint Venture Agreement under certain conditions as set forth in the Joint Venture Agreement. In November 2022, the Company had entered into an equity transfer agreement with each of the four other equity holders of Met Chain Co Limited to acquire a total of 3.3% of the equity interests in Met Chain Co Limited from the four equity holders, in consideration for such number of ordinary shares of the Company, par value $0.003 per share, valued at RMB7,120,478. As of December 31,2022 and June 30, 2023, the company held 24.3% of the equity interests in Met Chain Co Limited.

The Company recognized gain on equity method investments of $1,000 and $10,000 for the six months ended June 30, 2023 and 2022, respectively.

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Property and Equipment, Net

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment, Net [Abstract]

Property and Equipment, net

8. Property and equipment, net

Property and equipment consists of the following:

	December 31, 2022		June 30, 2023
	US$’000		US$’000
Cost:
Miners for Bitcoin		15,219		17,046
Total cost		15,219		17,046
Less: Accumulated depreciation		1,816		3,490
Property and equipment, net		13,403		13,556

Depreciation expense recognized for the six months ended June 30, 2023 and 2022 was US$1,674 and US$650, respectively.

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Income Tax

6 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

Income tax

9. Income tax

(a) Cayman Islands

Under the current tax laws of Cayman Islands, the Company is not subject to tax on income, corporation or capital gain, and no withholding tax is imposed upon the payment of dividends to shareholders.

(b) BVI

Under the current tax laws of the BVI, the Company’s BVI subsidiaries are not subject to any income taxes in the BVI.

(c) Hong Kong Profits Tax

Under the current Hong Kong Inland Revenue Ordinance, the Company’s Hong Kong subsidiaries are subject to Hong Kong profits tax on its taxable income generated from the operations in Hong Kong. A Two-tiered Profits Tax rates regime was introduced since year 2018 where the first HK$2,000 of assessable profits earned by a company will be taxed at half the current tax rate (8.25%) whilst the remaining profits will continue to be taxed at 16.5%. There is an anti-fragmentation measure where each group will have to nominate only one company in the group to benefit from the progressive rates. Payments of dividends by the subsidiaries to the Company are not subject to withholding tax in Hong Kong.

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Short Term Loans

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Short term loans

10. Short term loan

On October 1, 2022, the Group entered into a loan agreement with JM Digital., INC., with a maturity date of October 1, 2023. The Group had drawn down USDT $1,000 under the agreement, which is subject to a fixed interest rate of 12% and an origination fee rate of 2%. The loan was guaranteed by 147 units of Ant Miner (S19 series machines) that are hosted at Exponential Digital, LLC’s facilities as collateral.

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Earnings (Loss) Per Share

6 Months Ended

Jun. 30, 2023

Earnings (Loss) Per Share [Abstract]

Earnings (Loss) Per Share

11. Earnings (Loss) per share

Basic and diluted net loss per share for each of the periods presented are calculated as follow:

	For the Six Months Ended June 30,
	2022			2023
	(in thousands of US$, except share data and per share data)
Numerator:
Net loss available to shareholders of the Company - basic and diluted		(1,779	)		(1,115	)
Denominator
Weighted average number of ordinary shares - basic		682,160			1,229,652
Effect of dilutive securities		-			-
Dilutive effect of non-vested shares		682,160			1,229,652
Denominator for diluted net (loss)/income per share
Net loss - basic		(2.61	)		(0.91	)
Net loss - diluted		(2.61	)		(0.91	)

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Share-Based Compensation

6 Months Ended

Jun. 30, 2023

Share-Based Compensation [Abstract]

Share-based compensation

12. Share-based compensation

Compensation expense recognized for share-based awards was as follow:

	For the Six Months Ended June 30,
	2022		2023
	US$’000		US$’000
Share options		761		138

These options were granted with exercise prices denominated in US$. The grantees can exercise vested options after the commencement date of exercise and before the end of its contractual term (i.e., 3 years after the commencement date of exercise).

All share-based payments to employees are measured based on their grant-date fair values. Compensation expense is recognized using the straight-line method over the requisite service period.

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Equity

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Equity

13. Equity

Ordinary shares

On September 27, 2019, the Company was authorized to issue 500,000,000 ordinary shares with a par value of $0.0001 per share. Holder of the Company’s ordinary shares are entitled to one vote for each share.

On July 10, 2018, Meten International was incorporated as limited liability company with authorized share capital of 380,000 Hong Kong dollar (“HK$”) divided into 38,000,000 shares with par value HK $0.01 each. After the incorporation of Meten International, the Founders and Pre-listing Investors subscribed 47,035 ordinary shares of Meten International at par value of HK $0.01 per share.

In December 2018, Meten International increased its authorized share capital by creation of 500,000,000 shares with par value of US$0.0001 and issued 318,601,222 ordinary shares of US$0.0001 each, and repurchased the 47,035 existing issued ordinary shares of HK $0.01 par value each and decreased the authorized share capital by cancellation of all unissued shares of HK$0.01 each.

On March 30, 2020, the Company consummated its acquisition of Meten International and EdtechX, pursuant to the Merger Agreement. A total of 318,601,222 ordinary shares of Meten International were converted to 48,391,607 ordinary shares of the Company. A total of 1,971,505 ordinary share of EdtechX were converted to the equal shares of the Company.

Immediately prior to the Business Combination, Azimut Enterprises Holdings S.r.l. invested $20,000 in EdtechX to purchase 2,000,000 units of EdtechX, which were converted into same number of units of the Company upon closing of the Business Combination.

In connection with the Business Combination, on February 28, 2020, March 19, 2020 and March 26, 2020, three unrelated investors agreed to invest US$6,000, US$4,000 and US$6,000, respectively, to purchase shares of the Company. The two $6,000 financings were completed on March 30, 2020, and the US$4,000 financing was terminated on April 14, 2020 as the investor failed to pay the purchase price by the agreed deadline.

In connection with the Business Combination, the Company adopted a new incentive plan to replace the 2018 Plan. The Company rolled over awards granted under the 2013 Plan and 2018 Plan with the same amount and terms. As a result, options to purchase 3,050,701 of the Company’s ordinary shares were issued and outstanding on March 30, 2020. Additionally, the Company reserved for issuance pursuant to the plan one percent (1%) of the total issued and outstanding ordinary shares on the closing date (being 531,005 ordinary shares), and will reserve an additional 1% of then-outstanding shares each year for a period of four years following the first anniversary of the closing date of the Business Combination.

On January 4, 2021, the Company issued 1,327,514 Ordinary Shares under the Company’s 2020 share incentive plan to Pan Yanqiong, the Chief Marketing Officer of Likshuo.

The Company offered 40,000,000 ordinary shares, par value US$0.0001 per share, pursuant to the prospectus supplement and the accompanying prospectus, at a purchase price of US$1.00 per share on May 21, 2021.

On September 1, 2021, the Company offered 22,500,000 ordinary shares, par value US$0.0001 per share at a purchase price of US$0.30 per share.

On November 9, 2021, the Company entered into a securities purchase agreement with certain investors, to sell an aggregate of 33,333,334 ordinary shares, par value $0.0001 per share, of the Company, at an offering price of $0.60 per share.

On May 4, 2022, the Company completed a thirty for one share consolidation (the “2022 Share Consolidation”) of its issued and outstanding ordinary shares, par value $0.003 per share.

On June 29, 2022, the Company approved the proposal to increase their authorized share capital from US$50,000 divided into 16,666,667 ordinary shares of par value of US$0.003 each to US$1,500,000 divided into 500,000,000 ordinary shares of par value of US$0.003 each.

On August 4, 2022, the Company offered 1,470,475 ordinary shares, par value US$0.0001 per share at a purchase price of US$0.30 per share.

On November 10, 2022, the Company issued 3,532,841 ordinary shares of the Company, par value $0.003 per share, valued at RMB7,120,478, to the four equity holders to acquire 3.3% of the equity interests in the Joint Venture.

On August 23, 2023, the Company completed a twenty for one share consolidation (the “2023 Share Consolidation”, together with the 2022 Share Consolidation, the “Share Consolidations”) of its issued and outstanding ordinary shares, par value $0.06 per share.

As of December 31, 2022 and June 30, 2023, there were 1,044,009 and 1,301,629 ordinary shares issued and outstanding, respectively.

From the legal perspective, the Share Consolidations applied to the issued shares of the Company on the date of the Share Consolidations and do not have any retroactive effect on the Company’s shares prior that date. However, for accounting purposes only, references to the Company’s ordinary shares in this report are stated as having been retroactively adjusted and restated to give effect to the Share Consolidations, as if the Share Consolidations had occurred by the relevant earlier date.

Warrants

As of December 31, 2020, there were 12,705,000 warrants outstanding. the warrants have been trading on the Nasdaq Market under the symbol “METXW” since May 27, 2020.

On January 8, 2021, the Company successfully completed a tender offer for its warrants to purchase ordinary shares at a reduced exercise price of $1.40. The offer expired at 11:59 p.m. Eastern time on January 5, 2021.

The Company raised $6,192,286.80 in gross proceeds from the cash exercise of 4,423,062 warrants of the Company as part of the tender offer. In addition, 2,629,812 warrants to purchase ordinary shares of the Company were validly tendered for cashless exercise, resulting in the issuance of 1,364,512 ordinary shares of the Company.

The Company offered its existing loyal warrant holders the opportunity to exercise their warrants at $1.40 from the initial warrant exercise price at $11.50. Approximately 55.5% of the Company’s outstanding warrants were exercised in the tender offer.

Net proceeds are anticipated to be approximately $5,730,000 after deducting information agent fees, placement agent fees and other offering expenses and are expected to primarily be used for potential acquisitions and working capital and for general corporate purposes.

On February 19, 2021, 336,001 warrants to purchase ordinary shares were validly tendered for cashless exercise, resulting in the issuance of 336,001 ordinary shares. The exercise price of the warrants was $2.50 per share.

The Company offered 40,000,000 ordinary shares, par value US$0.0001 per share, pursuant to the prospectus supplement and the accompanying prospectus, at a purchase price of US$1.00 per share on May 21, 2021. Since the offering price per share of this offering was $1.00 per share, which was lower than $2.50 per share, the exercise price for outstanding warrants was reduced to $1.00 upon closing of the offering on May 21, 2021.

On September 1, 2021, the Company offered 22,500,000 ordinary shares, par value US$0.0001 per share at a purchase price of US$0.30 per share. The Company also offered 177,500,000 pre-funded warrants to purchase 177,500,000 ordinary shares, exercisable at an exercise price of $0.0001 per share (the “Pre-funded Warrants”, each a “Pre-funded Warrant”), to those purchasers whose purchase of ordinary shares in the offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding ordinary shares immediately following the consummation of the offering. The purchase price of each Pre-funded Warrant is $0.2999, which equals the price per ordinary share being sold to the public in that offering, minus $0.0001. The Pre-funded Warrants became immediately exercisable upon issuance and may be exercised at any time until all of the Pre-funded Warrants are exercised in full.

Upon effectiveness of the Reverse Split, each outstanding warrant of the Company became exercisable for 1/30 ordinary share of the Company, and the exercise price of Company’s outstanding warrants was increased to US$9.00, adjusted from $0.30 prior to the Reverse Split and representing the temporarily reduced price based on the Company’s Tender Offer Statement on Schedule TO, as amended and supplemented, originally filed by the Company with the U.S. Securities and Exchange Commission on December 7, 2020 (the “Tender Offer”). Based on the terms of the Tender Offer, following the date on which the closing price of the Company’s ordinary shares has been equal to or greater than $90.00 per share for at least twenty (20) trading days during the preceding thirty (30) trading day period, the exercise price of the Company’s outstanding warrants would be increased to US$345.00.

On August 4, 2022, the Company offered 22,899,047 ordinary shares, par value US$0.003 per share, consisting of (a) 1,470,475 ordinary shares issuable upon the exercise of pre-funded warrants (the “Pre-Funded Warrants”) and (b) 21,428,572 ordinary shares issuable upon the exercise of investor warrants (the “Investor Warrants”). Each Pre-Funded Warrant is exercisable for $0.001 per ordinary share and may be exercised at any time until all the Pre-Funded Warrants are exercised in full; and each Investor Warrant has an exercise price of $0.70 per share, is exercisable on or after August 8, 2022 and will expire on August 9, 2027.

As a result of the August 2022 offering, the exercise price of the Company’s public warrants was reduced to $0.70 per warrant. The exercise price of the Company’s outstanding warrants will be reset to $345.00 per share on the date following which the closing price of its ordinary shares has been equal to or greater than $90.00 per share for at least twenty (20) trading days during the preceding thirty (30) trading day period, and such exercise price will no longer be subject to the “full-ratchet” anti-dilution protection.

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Related Party Transactions

6 Months Ended

Jun. 30, 2023

Related Party Transactions [Abstract]

Related party transactions

14. Related party transactions

In addition to the related party information disclosed elsewhere in the consolidated financial statements, the Group entered into the following material related party transactions.

Name of party	Relationship
Mr. Zhao Jishuang	A director of the Company
Mr. Guo Yupeng	A director of the Company
Mr. Peng Siguang	CEO and director of the Company
Met Chain Co., Limited	An associate company of the Company

(a) Major transactions with related parties

	December 31, 2022		June 30, 2023
	US$’000		US$’000
Advances from related parties
-  Mr. Guo Yupeng		290		-
-  Mr. Zhao Jishuang		1,469		-
-  Met Chain Co.,Limited		2,042		-
Total		3,801		-
Repayment of  advances from related parties
-  Mr. Zhao Jishuang		1,485		-
Total		1,485		-

(b) Balances with related parties

(c)	December 31, 2022		June 30, 2023
	US$’000		US$’000
Amounts due to related parties
Current
-  Mr. Guo Yupeng		290		290
-  Mr. Zhao Jishuang		4,407		4,407
-  Met Chain Co.,Limited		2,042		2,042
Total		6,739		6,739

(i) Advances from/to these related parties are unsecured, interest free and repayable on demand.

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Restricted Net Assets

6 Months Ended

Jun. 30, 2023

Restricted Net Assets [Abstract]

Restricted net assets

15. Restricted net assets

There is no other restriction on use of proceeds generated by the Group’s subsidiaries to satisfy any obligations of the Company.

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Subsequent Events

6 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

Subsequent events

16. Subsequent events

Purchase of 200 Units of Antminer S19j Pro Bitcoin Mining Machines

On July 14,2023, the Company has entered into an asset purchase agreement with two unaffiliated third parties to acquire 200 units of Antminer S19j Pro (110 TH/s), Bitcoin mining machines, and has agreed to issue to the sellers 227,456 ordinary shares of the Company valued at $880,000.

Entry into Share Subscription Agreements

On August 7, 2023 the Company announced that it has entered into subscription agreements with two foreign investors, including an institutional investor, Future Satoshi Ltd, and an individual investor, for the issue and sale of 200,000 ordinary shares of the Company, par value US$0.06 per share, for total gross proceeds of $1,000,000, or US$5.0 per share.

Name Change to BTC Digital Ltd.

On August 11, 2023, the Company changed its name to “BTC Digital Ltd.”.

Share Consolidation

On August 23, 2023, the Company announced a 1-for-20 share consolidation of its ordinary shares, which began to trade on Nasdaq on August 24, 2023 on a split adjusted basis. The authorized share capital of the company is now US$1,500,000 divided into 25,000,000 ordinary shares of a nominal or par value of US$0.06 each. As of August 23, 2023 and immediately prior to the effective date, there were 35,312,478 ordinary shares outstanding. As a result of the Share Consolidation, there are 1,822,426 ordinary shares outstanding.

Purchase of 220 Units of Antminer S19j Pro Bitcoin Mining Machines

On November 3, 2023, the Company announced that it has entered into an asset purchase agreement with two unaffiliated third parties to acquire 220 units of Antminer S19j Pro (110 TH/s) Bitcoin mining machines, and has issued to the sellers 276,572 ordinary shares of the Company valued at $968,800.

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Accounting Policies, by Policy (Policies)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Use of estimates

(a) Use of estimates

The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the balance sheet date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, estimate of standalone selling prices of each unit of accounting in multiple elements arrangements, estimate of breakage, the fair value of identifiable assets acquired, liabilities assumed and non-controlling interests in business combinations, the useful lives of long-lived assets including intangible assets, the fair value of the reporting unit for the goodwill impairment test, the allowance for doubtful accounts receivable and other receivables, the realization of deferred tax assets, the fair value of share-based compensation awards, lease liabilities, right-of-use assets and the recoverability of long-lived assets. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the consolidated financial statements.

Functional currency

(b) Functional currency

The Company use United States dollar (“US$”) as its reporting currency. The functional currency of the Company and its subsidiaries incorporated outside of the PRC is United States dollar (“US$”).

Convenience translation

(c) Convenience translation

Translations of balances in the consolidated balance sheets, consolidated statements of comprehensive income/(loss) and consolidated statements of cash flows from RMB into US$ as of and for the six months ended June 30, 2023 are solely for the convenience of the readers and were calculated at the rate of US$1.00=RMB7.2513, representing the index rates stipulated by the Federal Reserve Bank of New York on June 30, 2023. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on June 30, 2023, or at any other rate. The US$ convenience translation is not required under U.S. GAAP and all US$ convenience translation amounts in the accompanying consolidated financial statements are unaudited.

Cash and cash equivalents

(d) Cash and cash equivalents

Cash and cash equivalents represent cash on hand and time deposits, which have original maturities of three months or less when purchased and which are unrestricted as to withdrawal and use. In addition, highly liquid investments which have original maturities of three months or less when purchased are classified as cash equivalents.

Accounts receivable

(e) Accounts receivable

Accounts receivable are presented net of allowance for doubtful accounts. The Company uses specific identification in providing for bad debts when facts and circumstances indicate that collection is doubtful and based on factors listed in the following paragraph. If the financial conditions of its franchisee were to deteriorate, resulting in an impairment of their ability to make payments, additional allowance may be required.

The Group maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. Accounts receivable are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

Digital assets

(f) Digital assets

Digital asset (including bitcoin) is included in current assets in the accompanying consolidated balance sheets. Digital assets purchased are recorded at cost and digital assets awarded to the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy disclosed below.

Digital assets held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the digital assets at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted.

Purchases of digital assets by the Company, if any, will be included within investing activities in the accompanying consolidated statements of cash flows, while digital assets awarded to the Company through its mining activities are included within operating activities on the accompanying consolidated statements of cash flows. The sales of digital assets are included within investing activities in the accompanying consolidated statements of cash flows and any realized gains or losses from such sales are included in “realized gain (loss) on exchange of digital assets” in the consolidated statements of operations and comprehensive income (loss). The Company accounts for its gains or losses in accordance with the first-in first-out method of accounting.

Equity method investments

(g) Equity method investments

Investee companies over which the Group has the ability to exercise significant influence, but does not have a controlling interest through investment in common shares or in-substance common shares, are accounted for using the equity method. Significant influence is generally considered to exist when the Group has an ownership interest in the voting stock of the investee between 20% and 50%, and other factors, such as representation on the investee’s board of directors, voting rights and the impact of commercial arrangements, are also considered in determining whether the equity method of accounting is appropriate.

Under the equity method, the Group initially records its investment at cost and subsequently recognizes the Group’s proportionate share of each equity investee’s net income or loss after the date of investment into earnings and accordingly adjusts the carrying amount of the investment. The Group reviews its equity method investments for impairment whenever an event or circumstance indicates that an other-than-temporary impairment has occurred. The Group considers available quantitative and qualitative evidence in evaluating potential impairment of its equity method investments. An impairment charge is recorded when the carrying amount of the investment exceeds its fair value and this condition is determined to be other-than-temporary.

Property and equipment, net

(h) Property and equipment, net

Property and equipment are stated at cost less accumulated depreciation and any recorded impairment.

Gains or losses arising from the disposal of an item of property and equipment are determined as the difference between the net disposal proceeds and the carrying amount of the item and are recognized in profit or loss on the date of disposal.

The estimated useful lives are presented below.

Miners 5 years

Depreciation on property and equipment is calculated on the straight-line method over the estimated useful lives of the assets.

The Group capitalizes costs associated with the acquisition of major software for internal use in other assets in the consolidated balance sheets and amortizes the assets over the expected life of the software, generally between five and ten years.

Impairment of long-lived assets

(i) Impairment of long-lived assets

Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Group first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. No impairment losses were recorded for the six months ended June 30, 2022 and 2023.

Loans

(j) Loans

Loans comprise short-term loans and long term loans. Loans are recognized initially at fair value, net of transaction costs incurred. Loans are subsequently stated at amortized cost; any difference between the proceeds net of transaction costs and the redemption value is recognized in profit or loss over the period of the borrowings using the effective interest method.

Accounts payable

(k) Accounts payable

Accounts payable represent liabilities for goods provided to the Company prior to the end of the financial year which are unpaid. They are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). Otherwise, they are presented as non-current liabilities. Accounts payable are initially recognised at fair value, and subsequently carried at amortised cost using the effective interest method.

Revenue recognition

(l) Revenue recognition

The Company adopted ASC 606, “Revenue from Contracts with Customers” for all periods presented. Consistent with the criteria of ASC 606, the Company follows five steps for its revenue recognition: (i) identify the contract(s) 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 when (or as) the entity satisfies a performance obligation.

The primary sources of the Group’s revenue is as follows:

(1) Digital asset mining

The Company has entered into digital asset mining pools by executing contracts with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed digital assets award the mining pool operator receives, for successfully adding a block to the blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm.

Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions.

Fair value of the digital assets award received is determined using the quoted price of the related digital assets at the time of receipt. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for digital assets recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations.

Income taxes

(m) Income taxes

Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as operating loss and tax credit carryforwards, if any. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates or tax laws is recognized in the consolidated statements of comprehensive income in the period the change in tax rates or tax laws is enacted.

The Group reduces the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is “more-likely-than-not” that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a “more-likely-than-not” realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, and the Group’s experience with operating loss and tax credit carryforwards, if any, not expiring.

The Group recognizes in its financial statements the impact of a tax position if that position is “more-likely-than-not” to prevail based on the facts and technical merits of the position. Tax positions that meet the “more-likely-than-not” recognition threshold are measured at the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Interest and penalties recognized related to unrecognized tax benefits are classified as income tax expense in the consolidated statements of comprehensive income.

Share based compensation

(n) Share based compensation

Share-based awards granted to the employees in the form of share options are subject to service and non-market performance conditions. They are measured at the grant date fair value of the awards. The compensation expense in connection with the shares awarded to employees is recognized using the straight-line method over the requisite service period. Forfeitures are estimated at the time of grant, with such estimate updated periodically and with actual forfeitures recognized currently to the extent they differ from the estimate.

In determining the fair value of the shares awarded to employees, the discounted cash flow pricing model has been applied.

Estimation of the fair value involves significant assumptions that might not be observable in the market, and a number of complex and subjective variables, including the expected share price volatility (approximated by the volatility of comparable companies), discount rate, risk-free interest rate and subjective judgments regarding the Company’s projected financial and operating results, its unique business risks and its operating history and prospects at the time the grants are made.

Statutory reserve

(o) Statutory reserve

In accordance with the Company Laws of the PRC, the former VIEs registered as PRC domestic companies must make appropriations from its after-tax profit as determined under the PRC GAAP to non-distributable reserve funds including a statutory surplus fund and a discretionary surplus fund. The appropriation to the statutory surplus fund must be at least 10% of the after-tax profits as determined in accordance with the legal requirements in the PRC. Appropriation is not required if the surplus fund has reached 50% of the registered capital of the respective company. Appropriation to the discretionary surplus fund is made at the discretion of the respective company.

The use of the statutory reserves are restricted to the off-setting of losses or increasing capital of the respective company. All these reserves are not allowed to be transferred to their investors in terms of cash dividends, loans or advances, nor can they be distributed except under liquidation.

Contingencies

(ab) Contingencies

In the normal course of business, the Group is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations, shareholder lawsuits, and non-income tax matters. An accrual for a loss contingency is recognized when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed.

Fair value measurements

(ac) Fair value measurements

The Group applies ASC 820, Fair Value measurements and Disclosures, for fair value measurements financial assets and financial liabilities and for fair value measurements of non-financial items that are recognized or disclosed at fair value in the financial statements on a recurring and non-recurring basis. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.

ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group has the ability to access at the measurement date.

● Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

● Level 3 inputs are unobservable inputs for the asset or liability.

The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety. In situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects management’s own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by management based on the best information available in the circumstances.

The carrying amounts of cash and cash equivalents, accounts receivable, amounts due from related parties, accounts payable, amounts due to related parties, income taxes payable, accrued expenses and other payables as of December 31, 2022 and June 30, 2023 approximate their fair values because of short maturity of these instruments.

Net income/(loss) per share

(ad) Net income/(loss) per share

Basic net income/(loss) per share is computed by dividing net income/(loss) attributable to shareholders of the Company by the weighted average number of ordinary shares outstanding during the year. Diluted net income/(loss) per share reflects the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised into ordinary shares. Ordinary share equivalents are excluded from the computation of the diluted net income/(loss) per share in years when their effect would be anti-dilutive. The Group has non-vested shares which could potentially dilute basic income/(loss) per share in the future. To calculate the number of shares for diluted net income/(loss) per share, the effect of the non-vested shares is computed using the treasury stock method.

Recently issued accounting pronouncements

(ae) Recently issued accounting pronouncements

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued and has evaluated all other pronouncements.

In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06). The amendments in ASU 2020-06 simplify the accounting for convertible instruments by removing major separation models and removing certain settlement condition qualifiers for the derivatives scope exception for contracts in an entity’s own equity, and simplify the related diluted net income per share calculation for Subtopic 470-20 and Subtopic 815-40. ASU 2020-06 will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, for smaller reporting companies, as defined by the SEC. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is evaluating the impact of this ASU on its consolidated financial statements and disclosures.

In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which eliminates the troubled debt restructurings (TDRs) accounting model for creditors that have already adopted Topic 326, which is commonly referred to as the current expected credit loss (CECL) model. For entities that have adopted Topic 326, the amendments in this Update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The FASB’s decision to eliminate the TDR accounting model is in response to feedback that the allowance under CECL already incorporates credit losses from loans modified as TDRs and, consequently, the related accounting and disclosures – which preparers often find onerous to apply – no longer provide the same level of benefit to users. The Company is currently evaluating the impact of the new guidance on our consolidated financial statements.

Other accounting standards that have been issued by the FASB or other standards-setting bodies are not expected to have a material effect on the Company’s financial position, result of operations, or cash flows.

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Organization and Principal Activities (Tables)

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Company's Subsidiaries

As of June 30, 2023, the details of the Company’s subsidiaries were as follows:

Entity	Date of incorporation	Place of incorporation	Percentage of direct or indirect economic ownership		Principal activities
Major subsidiaries:
Meten International Education Group	July 10, 2018	Cayman Islands		100%	Investment holding
Meten Education Investment Limited (“Meten BVI”)	July 18, 2018	British Virgin Islands (“BVI”)		100%	Investment holding
Likeshuo Education Investment Limited (“Likeshuo BVI”)	July 18, 2018	BVI		100%	Investment holding
Meten Education (Hong Kong) Limited (“Meten HK”)	August 22, 2018	Hong Kong		100%	Investment holding
Likeshuo Education (Hong Kong) Limited (“Likeshuo HK”)	August 22, 2018	Hong Kong		100%	Investment holding
Meta Path investing holding company	December 3, 2021	Cayman Islands		100%	Investment holding
Met Chain investing holding company Ltd	January 5, 2022	BVI		100%	Investment holding
METEN BLOCK CHAIN LLC	March 8, 2022	United States		100%	Investment holding

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Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Schedule of Estimated Useful Lives

The estimated useful lives are presented below.

Miners 5 years

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Discontinued Operations (Tables)

6 Months Ended

Jun. 30, 2023

Discontinued Operations [Abstract]

Schedule of Loss Resulting from Disposition

In November 22, 2022, the Group calculated a loss resulting from such disposition as follows:

	As of November 22, 2022
	RMB’000
Consideration		-
Cash and cash equivalents		5,376
Contract assets		3,845
Accounts receivable		42,716
Other contract costs, Current		8,221
Prepayments and other current assets		47,961
Amounts due from related parties		5,560
Prepaid income tax		14,243
Restricted cash		12,100
Other contract costs, non-current		16,388
Equity method investments		27,564
Property and equipment, net		11,051
Intangible assets, net		11,598
Deferred tax assets		42,449
Goodwill		192,962
Right-of-use assets		43,353
Other non-current assets		16,050
Accounts payable		(15,019	)
Deferred revenue, current		(130,704	)
Salary and welfare payable		(9,408	)
Financial liabilities from contracts with customers		(267,796	)
Accrued expenses and other payables		(49,525	)
Income taxes payable		(135	)
Current lease liabilities		(17,902	)
Amounts due to related parties		(22,232	)
Deferred revenue, non-current		(30,852	)
Deferred tax liabilities		(858	)
Non-current tax payable		(34,265	)
Lease liabilities		(15,504	)
Net assets of ELT business related VIEs*		(92,763	)
Non-controlling interest of ELT business related VIEs		18,035
Less: Net assets of ELT business related VIEs contributable to the Company		(74,728	)
Loss on disposal of ELT business related VIEs		74,728

The assets and liabilities for discontinued operations of ELT business related VIEs comprised the following items as of December 31, 2021:

	As of December 31, 2021
	RMB’000
Current assets for discontinued operations		-
Contract assets		5,323
Accounts receivable		44,291
Other contract costs, Current		32,241
Prepayments and other current assets		38,600
Amounts due from related parties		7,265
Prepaid income tax		14,479
Total		142,199
Non-current assets for discontinued operations
Other contract costs, non-current		11,149
Equity method investments		24,403
Property and equipment, net		85,803
Intangible assets, net		14,675
Deferred tax assets		25,991
Goodwill		192,962
Right-of-use assets		105,551
Other non-current assets		26,254
Total		486,788
Current liabilities for discontinued operations
Accounts payable		16,164
Bank loans		6,000
Deferred revenue, current		213,006
Salary and welfare payable		27,404
Financial liabilities from contracts with customers		337,932
Accrued expenses and other payables		36,575
Income taxes payable		195
Current lease liabilites		35,817
Amounts due to related parties		11,256
Total		684,349
Non-current liabilities for discontinued operations
Deferred revenue, non-current		35,546
Deferred tax liabilities		4,433
Non current tax payable		34,137
Lease liabilities		59,824
Total		133,940

Schedule of Condensed Cash Flows

The condensed cash flows of all the VIEs and their subsidiaries were as follows for the years ended December 31, 2020, 2021 and 2022:

	Years ended December 31,
	2020			2021			2022
	RMB’000			RMB’000			RMB’000
Net cash used in operating activities		(164,268	)		(375,922	)		(254,847	)
Net cash used in investing activities		(54	)		(2,685	)		57,751
Net cash generated/(used in) from financing activities		91,241			371,637			(13,059	)

Schedule of consolidated statements of comprehensive loss

The operating results included in the Group’s consolidated statements of comprehensive loss were as follows for the years ended December 31, 2020, 2021 and 2022.

	Years ended December 31,
	2020			2021			2022
	RMB’000			RMB’000			RMB’000
Major classes of line items constituting pre-tax profit of discontinued operations
Revenue		897,035			728,996			317,844
Cost of sales		(607,077	)		(483,701	)		(191,735	)
Sales and marketing		(310,433	)		(250,850	)		(78,839	)
General and administrative		(340,277	)		(334,693	)		(93,124	)
Research and development expenses		(31,878	)		(18,413	)		(6,817	)
Other income that are not major		(2,558	)		(35,773	)		10,968
Loss, before income tax		(395,188	)		(394,434	)		(41,703	)
Income tax expense/(benefit)		(5,803	)		20,239			(817	)
Loss, net of income tax		(400,991	)		(374,195	)		(42,520	)
Loss on deconsolidation of the subsidiary, net of income tax		-			-			74,728
Net income/(loss), net of income tax		(400,991	)		(374,195	)		32,208

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Accounts Receivables (Tables)

6 Months Ended

Jun. 30, 2023

Accounts Receivables [Abstract]

Schedule of Accounts Receivable

The following table provides information about contract assets, accounts receivable, deferred revenue and financial liabilities from contracts with customers.

	December 31, 2022		June 30, 2023
	US$’000		US$’000
Accounts receivable		8,902		5,485

Schedule of Prepayments and Other Assets

The prepayments and other assets consist of the following:

	December 31, 2022		June 30, 2023
	US$’000		US$’000
Prepayments and other current assets
Prepayment for equipment and related-services		3,237		1,705
Others		1,778		1,779
Total		5,015		3,484

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Digital Assets (Tables)

6 Months Ended

Jun. 30, 2023

Digital Assets [Abstract]

Schedule of Digital Assets

	December 31, 2022		June 30, 2023
		US$’000		US$’000
BTC		91		74
Total		91		74

Schedule of Company Generated Bitcoins Primarily through Mining Services

The following table presents additional information about bitcoins for the year ended December 31, 2022 and the six months ended June 30, 2023, respectively:

	December 31, 2022			June 30, 2023
	US$’000			US$’000
Opening balance		-			91
Receipt of bitcoins from mining services		2,392			1,342
Receipt of bitcoins from hash power rental		131			-
Exchange of BTC into USDT		(2,429	)		(1,359	)
Impairment of bitcoins		(3	)		-
Ending balance		91			74

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Property and Equipment, Net (Tables)

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment, Net [Abstract]

Schedule of Property and Equipment

Property and equipment consists of the following:

	December 31, 2022		June 30, 2023
	US$’000		US$’000
Cost:
Miners for Bitcoin		15,219		17,046
Total cost		15,219		17,046
Less: Accumulated depreciation		1,816		3,490
Property and equipment, net		13,403		13,556

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Earnings (Loss) Per Share (Tables)

6 Months Ended

Jun. 30, 2023

Earnings (Loss) Per Share [Abstract]

Schedule of Basic and Diluted Net Loss Per Share

Basic and diluted net loss per share for each of the periods presented are calculated as follow:

	For the Six Months Ended June 30,
	2022			2023
	(in thousands of US$, except share data and per share data)
Numerator:
Net loss available to shareholders of the Company - basic and diluted		(1,779	)		(1,115	)
Denominator
Weighted average number of ordinary shares - basic		682,160			1,229,652
Effect of dilutive securities		-			-
Dilutive effect of non-vested shares		682,160			1,229,652
Denominator for diluted net (loss)/income per share
Net loss - basic		(2.61	)		(0.91	)
Net loss - diluted		(2.61	)		(0.91	)

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Share-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2023

Share-Based Compensation [Abstract]

Schedule of Share-Based Awards

Compensation expense recognized for share-based awards was as follow:

	For the Six Months Ended June 30,
	2022		2023
	US$’000		US$’000
Share options		761		138

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Related Party Transactions (Tables)

6 Months Ended

Jun. 30, 2023

Related Party Transactions [Abstract]

Schedule of Material Related Party Transactions

In addition to the related party information disclosed elsewhere in the consolidated financial statements, the Group entered into the following material related party transactions.

Name of party	Relationship
Mr. Zhao Jishuang	A director of the Company
Mr. Guo Yupeng	A director of the Company
Mr. Peng Siguang	CEO and director of the Company
Met Chain Co., Limited	An associate company of the Company

Schedule of Major Transactions with Related Parties

Major transactions with related parties

	December 31, 2022		June 30, 2023
	US$’000		US$’000
Advances from related parties
-  Mr. Guo Yupeng		290		-
-  Mr. Zhao Jishuang		1,469		-
-  Met Chain Co.,Limited		2,042		-
Total		3,801		-
Repayment of  advances from related parties
-  Mr. Zhao Jishuang		1,485		-
Total		1,485		-

Schedule of Balances with Related Parties

Balances with related parties

(c)	December 31, 2022		June 30, 2023
	US$’000		US$’000
Amounts due to related parties
Current
-  Mr. Guo Yupeng		290		290
-  Mr. Zhao Jishuang		4,407		4,407
-  Met Chain Co.,Limited		2,042		2,042
Total		6,739		6,739

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Organization and Principal Activities (Details) $ / shares in Units, ¥ in Thousands		6 Months Ended
	Dec. 18, 2017 CNY (¥) shares	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2023 CNY (¥) shares	Aug. 23, 2023 $ / shares	Dec. 31, 2022 $ / shares shares	Aug. 31, 2022 $ / shares	Apr. 14, 2020 USD ($)	Mar. 30, 2020 USD ($)	Mar. 26, 2020 USD ($)	Mar. 19, 2020 USD ($)	Feb. 28, 2020 USD ($)	Sep. 27, 2019 $ / shares	Dec. 31, 2018 $ / shares	Jul. 10, 2018 $ / shares
Organization and Principal Activities [Line items]
Odinary shares authorized (in Shares) | shares		25,000,000			25,000,000
Ordinary shares, par value (in Dollars per share) | $ / shares		$ 0.06		$ 0.06	$ 0.06
Purchase price (in Dollars per share) | (per share)												$ 0.0001	$ 0.0001	$ 0.01
Business transaction description		The transaction is not a business combination because EdtechX was not a business. The transaction is accounted for as a reverse recapitalization, which is equivalent to the issuance of shares by Meten International for the net monetary assets of EdtechX, accompanied by a recapitalization. Meten International is determined as the predecessor and the historical financial statements of Meten International became the Company’s historical financial statements, with retrospective adjustments to give effect of the reverse recapitalization. The equity is restated using the exchange ratio of 0.1519 established in the reverse recapitalization transaction, which is 48,391,607 divided by 318,601,222, to reflect the equity structure of the Company. Loss (income) per share is retrospectively restated using the historical weighted-average number of ordinary shares outstanding multiplied by the exchange ratio. The share and per share data is retrospectively restated using the exchange ratio in the share-based compensation footnote, see Note 12.	The transaction is not a business combination because EdtechX was not a business. The transaction is accounted for as a reverse recapitalization, which is equivalent to the issuance of shares by Meten International for the net monetary assets of EdtechX, accompanied by a recapitalization. Meten International is determined as the predecessor and the historical financial statements of Meten International became the Company’s historical financial statements, with retrospective adjustments to give effect of the reverse recapitalization. The equity is restated using the exchange ratio of 0.1519 established in the reverse recapitalization transaction, which is 48,391,607 divided by 318,601,222, to reflect the equity structure of the Company. Loss (income) per share is retrospectively restated using the historical weighted-average number of ordinary shares outstanding multiplied by the exchange ratio. The share and per share data is retrospectively restated using the exchange ratio in the share-based compensation footnote, see Note 12.
Unrelated investors | $								$ 12,000	$ 6,000	$ 4,000	$ 6,000
Investor failed | $							$ 4,000
Stock limited liability (in Shares) | shares	30,000,000
Stock of issued (in Yuan Renminbi) | ¥	¥ 1
Net cash distribution (in Yuan Renminbi) | ¥			¥ 148,270
Ordinary Shares [Member]
Organization and Principal Activities [Line items]
Ordinary shares, par value (in Dollars per share) | $ / shares		$ 0.06
Purchase price (in Dollars per share) | $ / shares						$ 90							$ 0.0001
Ordinary Shares [Member]
Organization and Principal Activities [Line items]
Odinary shares authorized (in Shares) | shares		25,000,000
Director [Member]
Organization and Principal Activities [Line items]
Purchase price (in Dollars per share) | $ / shares												$ 0.1000
Meten International [Member]
Organization and Principal Activities [Line items]
Merger agreement, description		the Company consummated its acquisition of Meten International and EdtechX, pursuant to the Merger Agreement, where the Company acquired 100% of the issued and outstanding ordinary shares of Meten International and EdtechX, i.e., 318,601,222 ordinary shares of Meten International and 1,971,505 ordinary shares of EdtechX for 1,613,054 and 65,717 ordinary shares of the Company, respectively (the “SPAC Transaction”).	the Company consummated its acquisition of Meten International and EdtechX, pursuant to the Merger Agreement, where the Company acquired 100% of the issued and outstanding ordinary shares of Meten International and EdtechX, i.e., 318,601,222 ordinary shares of Meten International and 1,971,505 ordinary shares of EdtechX for 1,613,054 and 65,717 ordinary shares of the Company, respectively (the “SPAC Transaction”).
Mr. Guo Yupeng [Member]
Organization and Principal Activities [Line items]
Transfer of ordinary shares, description		On the same day, the one ordinary share owned by Richard Fear was transferred to Guo Yupeng.	On the same day, the one ordinary share owned by Richard Fear was transferred to Guo Yupeng.
Azimut Enterprises Holdings S.r.l. [Member]
Organization and Principal Activities [Line items]
Merger transaction investment | $		$ 20,000
Shares purchase (in Shares) | shares		2,000,000	2,000,000

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Organization and Principal Activities (Details) - Schedule of Company's Subsidiaries	6 Months Ended
	Jun. 30, 2023
Meten International Education Group [Member]
Major subsidiaries:
Date of incorporation	Jul. 10, 2018
Place of incorporation	Cayman Islands
Percentage of direct or indirect economic ownership	100.00%
Principal activities	Investment holding
Meten Education Investment Limited (“Meten BVI”) [Member]
Major subsidiaries:
Date of incorporation	Jul. 18, 2018
Place of incorporation	British Virgin Islands (“BVI”)
Percentage of direct or indirect economic ownership	100.00%
Principal activities	Investment holding
Likeshuo Education Investment Limited (“Likeshuo BVI”) [Member]
Major subsidiaries:
Date of incorporation	Jul. 18, 2018
Place of incorporation	BVI
Percentage of direct or indirect economic ownership	100.00%
Principal activities	Investment holding
Meten Education (Hong Kong) Limited (“Meten HK”) [Member]
Major subsidiaries:
Date of incorporation	Aug. 22, 2018
Place of incorporation	Hong Kong
Percentage of direct or indirect economic ownership	100.00%
Principal activities	Investment holding
Likeshuo Education (Hong Kong) Limited (“Likeshuo HK”) [Member]
Major subsidiaries:
Date of incorporation	Aug. 22, 2018
Place of incorporation	Hong Kong
Percentage of direct or indirect economic ownership	100.00%
Principal activities	Investment holding
Meta Path investing holding company [Member]
Major subsidiaries:
Date of incorporation	Dec. 03, 2021
Place of incorporation	Cayman Islands
Percentage of direct or indirect economic ownership	100.00%
Principal activities	Investment holding
Met Chain investing holding company Ltd [Member]
Major subsidiaries:
Date of incorporation	Jan. 05, 2022
Place of incorporation	BVI
Percentage of direct or indirect economic ownership	100.00%
Principal activities	Investment holding
METEN BLOCK CHAIN LLC [Member]
Major subsidiaries:
Date of incorporation	Mar. 08, 2022
Place of incorporation	United States
Percentage of direct or indirect economic ownership	100.00%
Principal activities	Investment holding

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Summary of Significant Accounting Policies (Details) - 6 months ended Jun. 30, 2023	USD ($)	CNY (¥)
Summary of Significant Accounting Policies (Details) [Line Items]
Index rate	$ 1,000	¥ 7.2513
Statutory reserve, percentage	10.00%	10.00%
Surplus fund, percentage	50.00%	50.00%
Equity method investments [Member] | Minimum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Ownership, percentage	20.00%	20.00%
Equity method investments [Member] | Maximum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Ownership, percentage	50.00%	50.00%

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Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives	Jun. 30, 2023
Miners [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives [Line Items]
Estimated Useful Lives	5 years

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Discontinued Operations (Details) - Schedule of Loss Resulting from Disposition ¥ in Thousands, $ in Thousands	6 Months Ended		11 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Nov. 22, 2022 CNY (¥)	Dec. 31, 2021 CNY (¥)
Discontinued Operations (Details) - Schedule of Loss Resulting from Disposition [Line Items]
Consideration
Cash and cash equivalents			5,376
Contract assets			3,845
Accounts receivable			42,716
Other contract costs, Current			8,221
Prepayments and other current assets			47,961
Amounts due from related parties			5,560
Prepaid income tax			14,243
Restricted cash			12,100
Other contract costs, non-current			16,388
Equity method investments			27,564
Property and equipment, net			11,051
Intangible assets, net			11,598
Deferred tax assets			42,449
Goodwill			192,962
Right-of-use assets			43,353
Other non-current assets			16,050
Accounts payable			(15,019)
Deferred revenue, current			(130,704)
Salary and welfare payable			(9,408)
Financial liabilities from contracts with customers			(267,796)
Accrued expenses and other payables			(49,525)
Income taxes payable			(135)
Current lease liabilities			(17,902)
Amounts due to related parties			(22,232)
Deferred revenue, non-current			(30,852)
Deferred tax liabilities			(858)
Non-current tax payable			(34,265)
Lease liabilities			(15,504)
Net assets of ELT business related VIEs*			(92,763)
Non-controlling interest of ELT business related VIEs		$ 789	18,035
Less: Net assets of ELT business related VIEs contributable to the Company			(74,728)
Gain on disposal of ELT business related VIEs			¥ 74,728
Discontinued Operations [Member]
Discontinued Operations (Details) - Schedule of Loss Resulting from Disposition [Line Items]
Contract assets				¥ 5,323
Accounts receivable				44,291
Other contract costs, Current				32,241
Prepayments and other current assets				38,600
Amounts due from related parties				7,265
Prepaid income tax				14,479
Current assets for discontinued operations, Total				142,199
Other contract costs, non-current				11,149
Equity method investments				24,403
Property and equipment, net				85,803
Intangible assets, net				14,675
Deferred tax assets				25,991
Goodwill				192,962
Right-of-use assets				105,551
Other non-current assets				26,254
Non-current assets for discontinued operations, Total				486,788
Accounts payable				16,164
Bank loans				6,000
Deferred revenue, current				213,006
Salary and welfare payable				27,404
Financial liabilities from contracts with customers				337,932
Accrued expenses and other payables				36,575
Income taxes payable				195
Current lease liabilites				35,817
Amounts due to related parties				11,256
Current liabilities for discontinued operations, Total				684,349
Deferred revenue, non-current				35,546
Deferred tax liabilities				4,433
Non current tax payable				34,137
Lease liabilities				59,824
Non-current liabilities for discontinued operations, Total				¥ 133,940

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Discontinued Operations (Details) - Schedule of Condensed Cash Flows - VIEs [Member] - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Condensed Cash Flow Statements, Captions [Line Items]
Net cash used in operating activities	¥ (254,847)	¥ (375,922)	¥ (164,268)
Net cash used in investing activities	57,751	(2,685)	(54)
Net cash generated/(used in) from financing activities	¥ (13,059)	¥ 371,637	¥ 91,241

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Discontinued Operations (Details) - Schedule of Consolidated Statements of comprehensive loss - Business Combinations [Member] - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Major classes of line items constituting pre-tax profit of discontinued operations
Revenue	¥ 317,844	¥ 728,996	¥ 897,035
Cost of sales	(191,735)	(483,701)	(607,077)
Sales and marketing	(78,839)	(250,850)	(310,433)
General and administrative	(93,124)	(334,693)	(340,277)
Research and development expenses	(6,817)	(18,413)	(31,878)
Other income that are not major	10,968	(35,773)	(2,558)
Loss , before income tax	(41,703)	(394,434)	(395,188)
Income tax expense/(benefit)	(817)	20,239	(5,803)
Loss , net of income tax	(42,520)	(374,195)	(400,991)
Loss on deconsolidation of the subsidiary, net of income tax	74,728
Net income/(loss) , net of income tax	¥ 32,208	¥ (374,195)	¥ (400,991)

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Accounts Receivables (Details) - Schedule of Accounts Receivable - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Schedule of Accounts Receivable [Abstract]
Accounts receivable	$ 5,485	$ 8,902

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Accounts Receivables (Details) - Schedule of Prepayments and Other Assets - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Prepayments and other current assets
Prepayment for equipment and related-services	$ 1,705	$ 3,237
Others	1,779	1,778
Total	$ 3,484	$ 5,015

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Digital Assets (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Digital Assets [Abstract]
Recognized expenses		$ 3

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Digital Assets (Details) - Schedule of Digital Assets - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Schedule Of Digital Assets Abstract
BTC	$ 74	$ 91
Total	$ 74	$ 91

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Digital Assets (Details) - Schedule of Company Generated Bitcoins Primarily through Mining Services - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Schedule Of Company Generated Bitcoins Primarily Through Mining Services Abstract
Opening balance	$ 91
Receipt of bitcoins from mining services	1,342	2,392
Receipt of bitcoins from hash power rental		131
Exchange of BTC into USDT	(1,359)	(2,429)
Impairment of bitcoins		(3)
Ending balance	$ 74	$ 91

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Equity Method Investments (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands	1 Months Ended		6 Months Ended
	Nov. 30, 2022 $ / shares	Nov. 30, 2022 CNY (¥)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2022	Oct. 01, 2022	Dec. 31, 2021
Equity Method Investments (Details) [Line Items]
Interest rate					24.30%	12.00%	21.00%
Ordinary per share (in Dollars per share) | $ / shares	$ 0.003
Ordinary share amount (in Yuan Renminbi) | ¥		¥ 7,120,478
Recognized gain on equity method investments (in Dollars) | $			$ 1,000	$ 10,000
Met Chain Co Limited [Member]
Equity Method Investments (Details) [Line Items]
Equity interest percentage	3.30%	3.30%

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Property and Equipment, Net (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment, Net [Abstract]
Depreciation expense	$ 1,674	$ 650

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Property and Equipment, Net (Details) - Schedule of Property and Equipment - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Cost:
Total cost	$ 17,046	$ 15,219
Less: Accumulated depreciation	3,490	1,816
Property and equipment, net	13,556	13,403
Miners for Bitcoin [Member]
Cost:
Total cost	$ 17,046	$ 15,219

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Income Tax (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2023 HKD ($)	Jun. 30, 2022 USD ($)
Income Tax (Details) [Line Items]
Profits tax rates (in Dollars)	$ 7,284		$ 1,630
current tax rate	8.25%	8.25%
Hong Kong [Member]
Income Tax (Details) [Line Items]
Profits tax rates (in Dollars)		$ 2,000
current tax rate	16.50%	16.50%

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Short Term Loans (Details) $ in Thousands	Oct. 01, 2022 USD ($)	Dec. 31, 2022	Dec. 31, 2021
Short Term Loans (Details) [Line Items]
Remaining performance obligation, amount (in Dollars)	$ 1,000
Fixed interest rate	12.00%	24.30%	21.00%
Fee rate	2.00%
Loan guarantee unit	147
Loan Agreement [Member]
Short Term Loans (Details) [Line Items]
Maturity date	Oct. 01, 2023

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Earnings (Loss) Per Share (Details) - Schedule of Basic and Diluted Net Loss Per Share - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Numerator:
Net loss available to shareholders of the Company basic (in Dollars)	$ (1,115)	$ (1,779)
Denominator
Weighted average number of ordinary shares basic	1,229,652	682,160
Effect of dilutive securities
Dilutive effect of non-vested shares	1,229,652	682,160
Net loss - basic (in Dollars per share)	$ (0.91)	$ (2.61)
Net loss - diluted (in Dollars per share)	$ (0.91)	$ (2.61)

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Earnings (Loss) Per Share (Details) - Schedule of Basic and Diluted Net Loss Per Share (Parentheticals) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Earnings (Loss) Per Share [Abstract]
Net loss available to shareholders of the Company diluted	$ (1,115)	$ (1,779)

XML

Share-Based Compensation (Details)	6 Months Ended
	Jun. 30, 2023
Share-Based Compensation [Abstract]
Contractual term	3 years

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Share-Based Compensation (Details) - Schedule of Share-Based Awards - shares	Jun. 30, 2023	Jun. 30, 2022
Schedule of Awarded Shares Unit Activities [Abstract]
Share options	138	761

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Equity (Details)								1 Months Ended	6 Months Ended			12 Months Ended
		Aug. 31, 2022 USD ($) $ / shares	Jun. 29, 2022 USD ($) $ / shares shares	Feb. 19, 2021 $ / shares shares	Jan. 08, 2021 $ / shares	Mar. 30, 2020 USD ($) shares	Jul. 10, 2018 HKD ($) $ / shares shares	Dec. 31, 2018 $ / shares shares	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) shares		Dec. 31, 2022 USD ($) $ / shares shares	Aug. 23, 2023 $ / shares	Nov. 10, 2022 $ / shares	Nov. 10, 2022 CNY (¥) shares	Aug. 04, 2022 $ / shares shares	May 04, 2022 $ / shares	Dec. 31, 2021 shares	Nov. 09, 2021 $ / shares shares	Sep. 01, 2021 $ / shares shares	May 21, 2021 $ / shares shares	Jan. 04, 2021 shares	Dec. 31, 2020 shares	Apr. 14, 2020 USD ($)	Mar. 26, 2020 USD ($)	Mar. 19, 2020 USD ($)	Feb. 28, 2020 USD ($)	Sep. 27, 2019 $ / shares shares	Dec. 31, 2018 $ / shares shares
Equity (Details) [Line Items]
Ordinary shares issued				336,001		531,005		318,601,222							3,532,841	1,470,475			33,333,334	22,500,000	40,000,000	1,327,514						500,000,000	318,601,222
Share price | (per share)							$ 0.01	$ 0.0001																				$ 0.0001
Authorized share capital (in Dollars)							$ 380,000
Divided share capital							38,000,000	500,000,000
Repurchased ordinary shares								47,035																					47,035
Price per share | (per share)																$ 0.3			$ 0.6	$ 0.3	$ 1								$ 0.01
Unissued shares								0.01
Converted ordinary shares						48,391,607
Unrelated investors (in Dollars) | $						$ 12,000																			$ 6,000	$ 4,000	$ 6,000
Investor failed (in Dollars) | $																								$ 4,000
Common stock issued						3,050,701			1,044,009			1,044,009
Ordinary shares outstanding						3,050,701
Issued and outstanding ordinary shares percentage						1.00%
Additional issued and outstanding ordinary shares percentage									1.00%
Ordinary share par value (in Dollars per share) | $ / shares														$ 0.003		$ 0.0001	$ 0.003		$ 0.0001	$ 0.0001	0.0001
Common Unit, Issuance Value (in Yuan Renminbi) | ¥															¥ 7,120,478
Equity interest percentage															3.30%
Ordinary per share (in Dollars per share) | $ / shares									$ 0.06			$ 0.06	$ 0.06
Common stock outstanding									1,301,629			1,301,629
Warrant outstanding																							12,705,000
Reduced exercise price (in Dollars per share) | $ / shares		$ 0.7			$ 1.4
Warrant description									The Company raised $6,192,286.80 in gross proceeds from the cash exercise of 4,423,062 warrants of the Company as part of the tender offer. In addition, 2,629,812 warrants to purchase ordinary shares of the Company were validly tendered for cashless exercise, resulting in the issuance of 1,364,512 ordinary shares of the Company.The Company offered its existing loyal warrant holders the opportunity to exercise their warrants at $1.40 from the initial warrant exercise price at $11.50. Approximately 55.5% of the Company’s outstanding warrants were exercised in the tender offer.
Net proceeds (in Dollars) | $												$ 5,730,000
Purchase of warrants				336,001
Warrant exercise price (in Dollars per share) | $ / shares				$ 2.5																	1
Reverse Split description									the Company became exercisable for 1/30 ordinary share of the Company, and the exercise price of Company’s outstanding warrants was increased to US$9.00, adjusted from $0.30 prior to the Reverse Split and representing the temporarily reduced price based on the Company’s Tender Offer Statement on Schedule TO, as amended and supplemented, originally filed by the Company with the U.S. Securities and Exchange Commission on December 7, 2020 (the “Tender Offer”). Based on the terms of the Tender Offer, following the date on which the closing price of the Company’s ordinary shares has been equal to or greater than $90.00 per share for at least twenty (20) trading days during the preceding thirty (30) trading day period, the exercise price of the Company’s outstanding warrants would be increased to US$345.00.
Ordinary shares description									the Company offered 22,899,047 ordinary shares, par value US$0.003 per share, consisting of (a) 1,470,475 ordinary shares issuable upon the exercise of pre-funded warrants (the “Pre-Funded Warrants”) and (b) 21,428,572 ordinary shares issuable upon the exercise of investor warrants (the “Investor Warrants”). Each Pre-Funded Warrant is exercisable for $0.001 per ordinary share and may be exercised at any time until all the Pre-Funded Warrants are exercised in full; and each Investor Warrant has an exercise price of $0.70 per share, is exercisable on or after August 8, 2022 and will expire on August 9, 2027.
Outstanding warrants (in Dollars) | $		$ 345
Ordinary shares [Member]
Equity (Details) [Line Items]
Share price | $ / shares		$ 90						$ 0.0001
Authorized share capital (in Dollars) | $									$ 15,000		[1]
Ordinary shares outstanding	[2]								1,301,629	570,217		1,044,009						568,572
Ordinary per share (in Dollars per share) | $ / shares									$ 0.06
Minimum [Member]
Equity (Details) [Line Items]
Divided share capital			16,666,667
Price per share | $ / shares																					1
Ordinary share par value (in Dollars per share) | $ / shares			$ 0.003
Share Capital (in Dollars) | $			$ 50,000
Maximum [Member]
Equity (Details) [Line Items]
Divided share capital			500,000,000
Price per share | $ / shares																					$ 2.5
Ordinary share par value (in Dollars per share) | $ / shares			$ 0.003
Share Capital (in Dollars) | $			$ 1,500,000
Warrant [Member]
Equity (Details) [Line Items]
Ordinary shares issued																					40,000,000
Price per share | $ / shares																					$ 1
Ordinary share par value (in Dollars per share) | $ / shares																					$ 0.0001
Warrant description									the Company offered 22,500,000 ordinary shares, par value US$0.0001 per share at a purchase price of US$0.30 per share. The Company also offered 177,500,000 pre-funded warrants to purchase 177,500,000 ordinary shares, exercisable at an exercise price of $0.0001 per share (the “Pre-funded Warrants”, each a “Pre-funded Warrant”), to those purchasers whose purchase of ordinary shares in the offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding ordinary shares immediately following the consummation of the offering. The purchase price of each Pre-funded Warrant is $0.2999, which equals the price per ordinary share being sold to the public in that offering, minus $0.0001. The Pre-funded Warrants became immediately exercisable upon issuance and may be exercised at any time until all of the Pre-funded Warrants are exercised in full
Business Combination [Member]
Equity (Details) [Line Items]
Investor failed (in Dollars) | $						$ 6,000
Meten International [Member]
Equity (Details) [Line Items]
Share price | $ / shares							$ 0.01
Divided share capital							47,035
Merger agreement [Member]
Equity (Details) [Line Items]
Ordinary shares issued						318,601,222
EdtechX [Member]
Equity (Details) [Line Items]
Ordinary shares issued						1,971,505
Investment cost (in Dollars) | $									$ 20,000
Share purchase									2,000,000

[1] Less than $1,000

[2] Retrospectively restated due to twenty for one reverse stock split, see Note 21

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Related Party Transactions (Details) - Schedule of Material Related Party Transactions	6 Months Ended
	Jun. 30, 2023
Mr. Zhao Jishuang [Member]
Related Party Transaction [Line Items]
Related party transaction relationship	A director of the Company
Mr. Guo Yupeng [Member]
Related Party Transaction [Line Items]
Related party transaction relationship	A director of the Company
Mr. Peng Siguang [Member]
Related Party Transaction [Line Items]
Related party transaction relationship	CEO and director of the Company
Met Chain Co Limited [Member]
Related Party Transaction [Line Items]
Related party transaction relationship	An associate company of the Company

XML

Related Party Transactions (Details) - Schedule of Major Transactions with Related Parties - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Repayment of advances from related parties
Total		$ 1,485
Mr. Guo Yupeng [Member]
Advances from related parties
Total		290
Mr. Zhao Jishuang [Member]
Advances from related parties
Total		1,469
Repayment of advances from related parties
Total		1,485
Met Chain Co., Limited [Member]
Advances from related parties
Total		2,042
Related Party [Member]
Advances from related parties
Total		$ 3,801

XML

Related Party Transactions (Details) - Schedule of Balances with Related Parties - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Mr. Guo Yupeng [Member]
Current
Amounts due to related parties	$ 290	$ 290
Mr. Zhao Jishuang [Member]
Current
Amounts due to related parties	4,407	4,407
Met Chain Co., Limited [Member]
Current
Amounts due to related parties	2,042	2,042
Related Party [Member]
Current
Amounts due to related parties	$ 6,739	$ 6,739

XML

Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands					6 Months Ended
	Nov. 03, 2023	Aug. 23, 2023	Aug. 07, 2023	Jul. 14, 2023	Jun. 30, 2023	Dec. 31, 2022
Subsequent Events (Details) [Line Items]
Purchase of units					200
Shares authorized					25,000,000	25,000,000
Ordinary shares par value (in Dollars per share)		$ 0.06			$ 0.06	$ 0.06
Ordinary shares [Member]
Subsequent Events (Details) [Line Items]
Ordinary shares par value (in Dollars per share)					$ 0.06
Forecast [Member]
Subsequent Events (Details) [Line Items]
Dividends into ordinary shares (in Dollars)		$ 1,500,000
Shares authorized		25,000,000
Ordinary shares par value (in Dollars per share)		$ 0.06
Shares outstanding		35,312,478
Forecast [Member] | Ordinary shares [Member]
Subsequent Events (Details) [Line Items]
Shares outstanding		1,822,426
Individual Investor [Member] | Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Ordinary shares issued			200,000
Ordinary shares par value (in Dollars per share)			$ 0.06
Total gross proceeds (in Dollars)			$ 1,000,000
Gross proceeds price per share (in Dollars per share)			$ 5
Antminer S19j Pro Bitcoin Mining Machines [Member]
Subsequent Events (Details) [Line Items]
Purchase of units					220
Antminer S19j Pro Bitcoin Mining Machines [Member] | Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Purchase of units				200
Ordinary shares issued				227,456
Ordinary shares value (in Dollars)				$ 880,000
Antminer S19j Pro Bitcoin Mining Machines [Member] | Forecast [Member]
Subsequent Events (Details) [Line Items]
Purchase of units	220
Ordinary shares issued	276,572
Ordinary shares value (in Dollars)	$ 968,800