Organization (Tables)
|
12 Months Ended |
Dec. 31, 2025 |
| Organization [Abstract] |
|
| Schedule of Company’s Principal Subsidiaries |
As of the date of this report, the details of
the Company’s principal subsidiaries are as follows:
| Entity | | Date of incorporation/ acquistion | | Place of incorporation | | Percentage of direct or indirect ownership by the Company | | Principal activities | | | | | | | | Direct | | | | | | | | | | 2025 | | 2024 | | | | Subsidiaries: | | | | | | | | | | | | Finfront Holding Company (“Finfront”) | | July 22, 2021 | | Cayman Islands | | 100% | | 100% | | Investment holding | | | | | | | | | | | | | | Ethereal Tech Pte. Ltd. (“Ethereal Singapore”) | | October 22, 2021 | | Singapore | | 100% | | 100% | | Provision of cloud mining services | | | | | | | | | | | | | | Ethereal Tech US Corporation (“Ethereal US”) | | December 15, 2021 | | United States (“US”) | | 100% | | 100% | | Provision of self-mining activities and mining equipment sales | | | | | | | | | | | | | | Ethereal Tech ME Limited | | August 20, 2024 | | United Arab Emirates (“UAE”) | | 100% | | 100% | | Provision of cloud mining services, miner hosting services and mining equipment sales | | | | | | | | | | | | | | Finfront Tech Company | | June 28, 2024 | | Cayman Islands | | 100% | | 100% | | Investment holding | | | | | | | | | | | | | | Cloudmap Tech Group Limited | | June 11, 2024 | | Hong Kong Special Administrative Region (“HK”) | | 100% | | 100% | | Provision of self-mining activities | | | | | | | | | | | | | | Uni-Titan LLC | | February 19, 2025 | | US | | 51% | | - | | Provision of miner hosting services and hosting capacity leasing services | | | | | | | | | | | | | | Stella Aegis Limited | | October 19, 2025 | | HK | | 100% | | - | | Dormant |
|
| Schedule of Fair Values of the Assets Acquired and Liabilities Assumed |
The following table summarizes the
finalized allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed as of February
19, 2025:
| | |
As of February 19, 2025 | |
| Assets | |
| |
| Cash and cash equivalents | |
| 1,135 | |
| Accounts receivable | |
| 449 | |
| Other receivables | |
| 2,893 | |
| Other current assets | |
| 23 | |
| Property and equipment | |
| 9,947 | |
| Goodwill | |
| 4,235 | |
| Total assets | |
| 18,682 | |
| | |
| | |
| Liabilities | |
| | |
| Accounts payable | |
| 1,311 | |
| Other current liabilities | |
| 31 | |
| Total liabilities | |
| 1,342 | |
| Net asset of Uni-Titan | |
| 17,340 | |
| | |
| | |
| Minus: fair value of non-controlling interests | |
| 5,393 | |
| Total purchase consideration | |
| 11,947 | |
|
| Schedule of Pro-Forma Financial Information |
The following unaudited pro forma
financial information summarizes the combined results of operations for the Company and Uni-Titan, as if the companies were combined
as of January 1, 2024.
| | |
Year ended December 31, | |
| | |
2025 | | |
2024 | |
| | |
| | |
| |
| Revenue | |
| 479,422 | | |
| 485,804 | |
| Net income | |
| (32,084 | ) | |
| 59,153 | |
|
| Schedule of Warrant Activity |
Warrant activity during the year ended
December 31, 2025 and 2024, was as follows:
| | | Number of | | | Weighted Average Exercise Share Price | | | Total Intrinsic Value | | | Weighted Average Remaining Contractual Life | | | | | Warrants | | | $ | | | $ | | | (in years) | | | | | | | | | | | | | | | | | Outstanding as of February 29, 2024 | | | 7,176,389 | * | | | 11.50 | | | | - | | | | 5.00 | * | | Issued, exercised or cancelled | | | - | | | | - | | | | - | | | | - | | | Outstanding as of December 31, 2024 | | | 7,176,389 | | | | 11.50 | | | | - | | | | 4.17 | | | Cancelled | | | (173,756 | ) | | | - | | | | - | | | | - | | | Outstanding as of December 31, 2025 | | | 7,002,633 | | | | 11.05 | | | | - | | | | 3.17 | |
| * | The data have been retroactively restated to reflect the current capital structure of the Company. |
|
| Schedule of Assumptions Used in Valuing the Warrants |
Following are the assumptions (Level
3 significant unobservable inputs) used in valuing the Warrants on February 29, 2024 (non-recurring basis):
| | |
As of February 29, 2024
(the Closing Date) | |
| | |
| |
| Risk-free interest rate | |
| 4.26 | % |
| Remaining expected term (in years) | |
| 5.00 | |
| Expected volatility | |
| 27.51 | % |
| Stock price on valuation date | |
$ | 6.03 | |
| Exercise price | |
$ | 11.50 | |
| Expected dividend rate | |
| - | % |
|