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Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended
--- | --- | ---
Jun. 30, 2024 | Dec. 31, 2023
Accounting Policies [Abstract] |  |
Summary of List of Subsidiaries | A list of subsidiary entities and the groups holding as at June 30, 2024, and December 31, 2023, are as follows:
Name of the entity |  | Date of incorporation |  | Country of incorporation |  | Group shareholding (%) |
Rezolve Mobile Commerce Inc. |  | April 20, 2016 |  | United States of America |  | 100% |
Rezolve Technology S.L. |  | August 25, 2020 |  | Spain |  | 100% |
Rezolve Taiwan Limited |  | November 9, 2000 |  | Taiwan |  | 100% |
Rezolve Technology (India) Private Limited |  | March 20, 2021 |  | India |  | 100% |
| A list of subsidiaries and Rezolve Limited’s holding as of December 31, 2023 and 2022 is as follows:
Name of the entity |  | Date of incorporation |  | Country of incorporation |  | Group shareholding (%) |
Rezolve Mobile Commerce Inc. |  | April 20, 2016 |  | United States of America |  |  | 100 | %
Rezolve Technology S.L. |  | August 25, 2020 |  | Spain |  |  | 100 | %
Rezolve Taiwan Limited |  | November 9, 2000 |  | Taiwan |  |  | 100 | %
Rezolve Technology (India) Private Limited |  | March 19, 2021 |  | India |  |  | 100 | %
Summary of Estimated Useful Life of Property Plant and Equipment |  | The useful lives estimated by the management are as follows:
Assets |  | Useful life
Computers |  | 3 years
Office equipment |  | 3 years
Summary of Initial Useful Life of Computer Assets |  | The initial useful lives of computer software assets as estimated by management are summarized as follows:
Assets |  | Useful life
Software |  | 5 years
Schedule of Restatement of Consolidated Balance Sheet |
Carve-out consolidated balance sheet |  | As filed |  |  | Restatement adjustments |  |  | June 30, 2023 (as restated) |
Assets |  |  |  |  |  |  |  |  |
Current assets |  |  |  |  |  |  |  |  |
Cash |  | 122,364 |  |  | (1,275 | ) |  | 121,089 |
Accounts receivable |  | 75,353 |  |  | (67,032 | ) |  | 8,321 |
Prepayments and other current assets |  | 738,274 |  |  | (161,304 | ) |  | 576,970 |
Total current assets |  | 935,991 |  |  | (229,611 | ) |  | 706,380 |
Non-current assets |  |  |  |  |  |  |  |  |
Property and equipment, net |  | 119,591 |  |  | (24,263 | ) |  | 95,328 |
Intangible assets |  | 589,524 |  |  | (18,225 | ) |  | 571,299 |
Total non-current assets |  | 709,115 |  |  | (42,488 | ) |  | 666,627 |
Total assets |  | 1,645,106 |  |  | (272,099 | ) |  | 1,373,007 |
Liabilities and Shareholders’ deficit |  |  |  |  |  |  |  |  |
Current liabilities |  |  |  |  |  |  |  |  |
Accounts payable |  | 4,050,668 |  |  | (74,773 | ) |  | 3,975,895 |
Due to related party |  | 895,170 |  |  | (795,050 | ) |  | 100,120 |
Accrued expenses and other payables |  | 2,875,038 |  |  | (348,254 | ) |  | 2,526,784 |
Ordinary shares payable |  | 1,786,335 |  |  | — |  |  | 1,786,335 |
Short term debt |  | 762,505 |  |  | — |  |  | 762,505 |
Short term debt to related party |  | 5,661,193 |  |  | — |  |  | 5,661,193 |
Total current liabilities |  | 16,030,909 |  |  | (1,218,077 | ) |  | 14,812,832 |
Non-current liabilities |  |  |  |  |  |  |  |  |
Convertible debt |  | 30,968,733 |  |  | (1,053,869 | ) |  | 29,914,864 |
Share-based payment liability |  | 1,242,533 |  |  | — |  |  | 1,242,533 |
Total non-current liabilities |  | 32,211,266 |  |  | (1,053,869 | ) |  | 31,157,397 |
Total liabilities |  | 48,242,175 |  |  | (2,271,946) |  |  | 45,970,229 |
Liabilities and Shareholder’s deficit |  |  |  |  |  |  |  |  |
Ordinary shares |  | 127,310 |  |  | — |  |  | 127,310 |
Deferred shares |  | 1,993 |  |  | (1,993 | ) |  | — |
Series A shares |  | 3,868 |  |  | — |  |  | 3,868 |
Additional paid-in capital |  | 168,358,010 |  |  | 1,993 |  |  | 168,360,003 |
Share subscription receivable |  | (178,720 | ) |  | — |  |  | (178,720 | )
Accumulated deficit |  | (213,740,307 | ) |  | 908,901 |  |  | (212,831,406 | )
Accumulated other comprehensive loss |  | (1,169,223 | ) |  | 1,090,946 |  |  | (78,277 | )
Total shareholders’ deficit |  | (46,597,069 | ) |  | 1,999,847 |  |  | (44,597,222 | )
Total liabilities and shareholders’ deficit |  | 1,645,106 |  |  | (272,099 | ) |  | 1,373,007 |
Carve-out consolidated balance sheet |  | As filed |  |  | Restatement adjustments |  |  | December 31, 2022 (as restated) |
Assets |  |  |  |  |  |  |  |  |
Current assets |  |  |  |  |  |  |  |  |
Cash |  |  | 41,709 |  |  |  | (2,329 | ) |  |  | 39,380 |
Accounts receivable |  |  | 74,748 |  |  |  | (65,893 | ) |  |  | 8,855 |
Receivables from related party |  |  | 607,726 |  |  |  | (607,726 | ) |  |  |
Prepayments and other current assets |  |  | 1,202,572 |  |  |  | (163,312 | ) |  |  | 1,039,260 |
Total current assets |  |  | 1,926,755 |  |  |  | (839,260 | ) |  |  | 1,087,495 |
Non-current assets |  |  |  |  |  |  |  |  |
Property and equipment, net |  |  | 139,560 |  |  |  | (28,562 | ) |  |  | 110,998 |
Goodwill |  |  | 1,061,763 |  |  |  | (1,061,763 | ) |  |  | — |
Intangible assets |  |  | 6,237,443 |  |  |  | (5,786,997 | ) |  |  | 450,446 |
Total non-current assets |  |  | 7,738,766 |  |  |  | (6,877,322 | ) |  |  | 561,444 |
Total assets |  |  | 9,365,521 |  |  |  | (7,716,582 | ) |  |  | 1,648,939 |
Liabilities and Shareholders’ deficit |  |  |  |  |  |  |  |  |
Current liabilities |  |  |  |  |  |  |  |  |
Short term debt to related party |  |  | 697,067 |  |  |  | — |  |  |  | 697,067 |
Accounts payable |  |  | 4,262,476 |  |  |  | (533,502 | ) |  |  | 3,728,974 |
Due to related party |  |  | 225,120 |  |  |  | 396,671 |  |  |  | 621,791 |
Accrued expenses and other payables |  |  | 3,488,909 |  |  |  | (848,525 | ) |  |  | 2,640,384 |
Total current liabilities |  |  | 8,673,572 |  |  |  | (985,356 | ) |  |  | (7,688,216 | )
Non-current liabilities |  |  |  |  |  |  |  |  |
Convertible debt |  |  | 25,302,709 |  |  |  | — |  |  |  | 25,302,709 |
Share-based payment liability |  |  | 1,177,616 |  |  |  | — |  |  |  | 1,177,617 |
Deferred tax liability |  |  | 1,526,622 |  |  |  | (1,526,622 | ) |  |  | — |
Total non-current liabilities |  |  | 28,006,947 |  |  |  | (1,526,622 | ) |  |  | 26,480,326 |
Total liabilities |  |  | (36,680,519 | ) |  |  | (2,511,978 | ) |  |  | 34,168,542 |
Liabilities and Shareholder’s deficit |  |  |  |  |  |  |  |  |
Ordinary shares |  |  | 126,677 |  |  |  | — |  |  |  | 126,677 |
Deferred shares |  |  | 1,993 |  |  |  | (1,993 | ) |  |  | — |
Series A shares |  |  | 3,868 |  |  |  | — |  |  |  | 3,868 |
Additional paid-in capital |  |  | 163,163,090 |  |  |  | 1,993 |  |  |  | 163,165,083 |
Share subscription receivable |  |  | (178,720 | ) |  |  | — |  |  |  | (178,720 | )
Accumulated deficit |  |  | (189,171,542 | ) |  |  | (6,383,790 | ) |  |  | (195,555,332 | )
Accumulated other comprehensive loss |  |  | (1,260,364 | ) |  |  | 1,179,185 |  |  |  | (81,179 | )
Total shareholders’ deficit |  |  | (27,314,998 | ) |  |  | (5,204,605 | ) |  |  | (32,519,603 | )
Total liabilities and shareholders’ deficit |  |  | 9,365,521 |  |  |  | (7,716,583 | ) |  |  | 1,648,939 |
Carve-out consolidated balance sheet |  | As Filed |  |  | Restatement Adjustments |  |  | December 31, 2023 (As Restated) |
Deferred shares |  |  | 1,993 |  |  |  | (1,993 | ) |  |  | — |
Additional paid-in capital |  |  | 172,202,839 |  |  |  | 1,993 |  |  |  | 172,204,832 |
Schedule of Restatement of Consolidated Statement of Operation |
Carve-out consolidated financial statements |  |  | As filed |  |  |  | Restatement Adjustments |  |  |  | As restated |
Revenue |  |  | 4,604,332 |  |  |  | (4,557,568 | ) |  | $ | 46,764 |
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |
Cost of revenue |  |  | 2,334,088 |  |  |  | (2,317,977 | ) |  |  | 16,111 |
Sales and marketing expenses |  |  | 5,509,407 |  |  |  | (799,233 | ) |  |  | 4,710,174 |
General and administrative expenses |  |  | 11,112,591 |  |  |  | (2,369,214 | ) |  |  | 8,743,377 |
Other operating expenses |  |  | 6,397,167 |  |  |  | (5,612,167) |  |  |  | 785,000 |
Depreciation and amortization expenses |  |  | 379,900 |  |  |  | (258,329) |  |  |  | 121,571 |
Impairment of goodwill |  |  | 1,080,110 |  |  |  | (1,080,110 | ) |  |  | - |
Total operating expenses |  |  | 26,813,263 |  |  |  | (12,437,030 | ) |  |  | 14,376,233 |
Operating loss |  |  | (22,208,931 | ) |  |  | 7,879,462 |  |  |  | (14,329,469 | )
Other expenses |  |  |  |  |  |  |  |  |  |  |  |
Interest expense |  |  | (4,106,733) |  |  |  | 1,051,787 |  |  |  | (3,054,946) |
Other non-operating income (expense), net |  |  | 269,510 |  |  |  | (97,759 | ) |  |  | 171,751 |
Total other expenses, net |  |  | (3,837,223 | ) |  |  | 954,028 |  |  |  | (2,883,195 | )
Loss before taxes |  |  | (26,046,154 | ) |  |  | 8,833,490 |  |  |  | (17,212,664 | )
Income tax recovery (expense) |  |  | 1,477,389 |  |  |  | (1,540,797 | ) |  |  | (63,408 | )
Net loss for the year |  |  | (24,568,765 | ) |  |  | 7,292,693 |  |  |  | (17,276,072 | )
Net loss per share – Basic and diluted |  | $ | (0.03) |  |  | $ | (0.01 | ) |  | $ | (0.02 | )
Weighted average number of shares – Basic and diluted |  |  | 922,013,028 |  |  |  |  |  |  |  | 922,013,028 |
|  |  |  |  | Restatement |  |  | December 31, 2022 |
Carve-out consolidated financial statements |  | As filed |  |  | Adjustments |  |  | (As restated) |
Revenue |  | $ | 11,879,343 |  |  |  | (11,764,184 | ) |  | $ | 115,159 |
Operating expenses |  |  |  |  |  |  |  |  |
Cost of revenue |  |  | 5,604,129 |  |  |  | (4,859,089 | ) |  |  | 745,040 |
Sales and marketing expenses |  |  | 6,827,211 |  |  |  | (2,488,654 | ) |  |  | 4,338,557 |
General and administrative expenses |  |  | 91,604,396 |  |  |  | (4,963,896 | ) |  |  | 86,640,500 |
Other operating expenses |  |  | 334,952 |  |  |  | — |  |  |  | 334,952 |
Depreciation and amortization expenses |  |  | 742,113 |  |  |  | (506,316 | ) |  |  | 235,797 |
Impairment of investment in ANY |  |  |  |  |  | 14,822,022 |  |  |  | 14,822,022 |
Impairment of goodwill |  |  | 7,418,302 |  |  |  | (7,373,864 | ) |  |  | 44,438 |
Total operating expenses |  |  | 112,531,103 |  |  |  | (5,369,797 | ) |  |  | 107,161,306 |
Operating loss |  |  | (100,651,760 | ) |  |  | (6,394,387 | ) |  |  | (107,046,147 | )
Other expenses |  |  |  |  |  |  |  |  |
Interest expense |  |  | (3,884,698 | ) |  |  | 3 |  |  |  | (3,884,695 | )
Other non-operating income (expense), net |  |  | 315,574 |  |  |  | (58,915 | ) |  |  | 256,659 |
Total other expenses, net |  |  | (3,569,124 | ) |  |  | (58,912 | ) |  |  | (3,628,036 | )
Loss before taxes |  |  | (104,220,884 | ) |  |  | (31,521,733 | ) |  |  | (110,674,183 | )
Income tax expense |  |  | 115,447 |  |  |  | (63,408 | ) |  |  | (38,765 | )
Net loss for the year |  |  | (104,105,437 | ) |  |  | (31,585,141 | ) |  | $ | (110,712,948 | )
Net loss per share – Basic and diluted |  | $ | (0.11 | ) |  | $ | (0.01 | ) |  | $ | (0.12 | )
Weighted average number of shares – Basic and diluted |  |  | 913,109,577 |  |  |  |  |  |  | 913,109,577 |
Schedule of Restatement of Consolidated Statement of Cash Flow |
Carve-out consolidated statement of cash flows |  | As Filed |  |  | Restatement Adjustments |  |  | As Restated |
Cash flows from operating activities: |  |  |  |  |  |  |  |  |
Net loss |  | (24,568,765 | ) |  | 7,292,693 |  |  | (17,276,072 | )
Adjustments to reconcile net loss to net cash (used in) |  |  |  |  |  |  |  |  |
operating activities: |  |  |  |  |  |  |  |  |
Depreciation and amortization |  | 379,900 |  |  | (258,329 | ) |  | 121,571 |
Unrealized foreign exchange (gain)/loss |  | 63,284 |  |  | 264,099 |  |  | 327,383 |
Share based compensation issued to related parties for consultancy services |  | — |  |  | 1,291,429 |  |  | 1,291,429 |
Employee share based compensation |  | 4,880,389 |  |  | (1,291,429) |  |  | 3,588,960 |
Impairment of prepayments and other current assets |  | 1,156,316 |  |  | — |  |  | 1,156,316 |
Impairment of customer list intangible asset |  | 5,612,167 |  |  | (5,612,167) |  |  | — |
Impairment of goodwill |  | 1,080,110 |  |  | (1,080,110) |  |  | — |
Deferred tax benefit |  | (1,459,336 | ) |  | 1,459,336 |  |  | — |
Interest expense |  | 4,134,431 |  |  | (1,079,485 | ) |  | 3,054,946 |
Changes in operating assets and liabilities: |  |  |  |  |  |  |  |  |
Decrease/(increase) in accounts receivable |  | (605 | ) |  | 1,139 |  |  | 534 |
(Increase) in prepayment and other current assets |  | 236,410 |  |  | (931,436 | ) |  | (695,026 | )
Decrease in receivable with related parties |  | (320,702 | ) |  | 3 20,702 |  |  | — |
Decrease in accounts payable, accrued expenses and other payables |  | (825,679 | ) |  | 5 62,331 |  |  | (263,348 | )
Increase (decrease) in payables to related parties |  | 670,050 |  |  | (795,050 | ) |  | (125,000 | )
Net cash (used in) operating activities |  | (8,962,030 | ) |  | 143,723 |  |  | (8,818,307 | )
Cash flows from investing activities: |  |  |  |  |  |  |  |  |
Purchase of property and equipment |  | (104,604 | ) |  | — |  |  | (104,604 | )
Development of intangible assets |  | (8,060 | ) |  | — |  |  | (8,060 | )
Net cash (used in) investing activities |  | (112,664 | ) |  | — |  |  | (112,664 | )
Cash flows from financing activities: |  |  |  |  |  |  |  |  |
Proceeds from rights issuance |  | 1,653,882 |  |  | — |  |  | 1,653,882 |
Proceeds from issuance of common stock to related parties |  | 199,974 |  |  | — |  |  | 199,974 |
Repayment of short term debt obligation from related parties |  | (250,000 | ) |  | — |  |  | (250,000 | )
Proceeds from short-term debt from related party |  | 4,178,008 |  |  | — |  |  | 4,178,008 |
Proceeds from short-term debt |  | 762,505 |  |  | — |  |  | 762,505 |
Proceeds from convertible debt |  | 2,627,543 |  |  | — |  |  | 2,627,543 |
Net cash flow generated from financing activities |  | 9,171,912 |  |  |  |  |  | 9,171,912 |
Effect of exchange rate changes on cash |  | (16,563 | ) |  | (142,667 | ) |  | (159,230 | )
Net change in cash |  | 80,655 |  |  | 1,056 |  |  | 81,711 |
Cash and cash equivalents, beginning of year |  | 41,709 |  |  | (2,329 | ) |  | 39,380 |
Cash and cash equivalents, end of year |  | 122,364 |  |  | (1,273 | ) |  | 121,091 |
|  |  |  |  | Restatement |  |  | December 31, 2022 |
Carve-out consolidated statement of cash flows |  | As Filed |  |  | Adjustments |  |  | (As Restated) |
Cash flows from operating activities: |  |  |  |  |  |  |  |  |
Net loss |  |  | (104,105,438 | ) |  |  | (6,607,510 | ) |  | $ | (110,712,948 | )
Adjustments to reconcile net loss to net cash (used in) operating activities: |  |  |  |  |  |  |  |  |
Depreciation and amortization |  |  | 742,113 |  |  |  | (497,905 | ) |  |  | 244,208 |
Unrealized foreign exchange (gain)/loss |  |  | (277,838 | ) |  |  | — |  |  |  | (277,838 | )
Share based compensation issued to related parties for consultancy services |  |  | 39,501,701 |  |  |  | — |  |  |  | 39,501,701 |
Share based compensation for consultancy services |  |  | 18,417,816 |  |  |  | — |  |  |  | 18,417,816 |
Employee share based compensation |  |  | 2,115,015 |  |  |  | — |  |  |  | 2,115,015 |
Impairment of ROU asset, net of lease termination |  |  | 46,236 |  |  |  | — |  |  |  | 46,236 |
Impairment of prepayments and other current assets |  |  | 731,940 |  |  |  | — |  |  |  | 731,940 |
Impairment of accounts receivable |  |  | 334,952 |  |  |  | — |  |  |  | 334,952 |
Impairment of goodwill |  |  | 7,418,302 |  |  |  | (7,373,864 | ) |  |  | 44,438 |
Impairment of investment in ANY |  |  | — |  |  |  | 14,600,000 |  |  |  | 14,600,000 |
Deferred tax benefit |  |  | (243,835 | ) |  |  | 243,835 |  |  |  | — |
Interest expense |  |  | 3,884,695 |  |  |  | — |  |  |  | 3,884,695 |
Changes in operating assets and liabilities: |  |  |  |  |  |  |  |  |
Decrease/(increase) in accounts receivable |  |  | 646,661 |  |  |  | 65,893 |  |  |  | 712,554 |
(Increase) in prepayment and other current assets |  |  | (215,468 | ) |  |  | 158,945 |  |  |  | (56,523 | )
(Decrease) in operating lease liability |  |  | (46,236 | ) |  |  | — |  |  |  | (46,236 | )
Decrease in receivable with related parties |  |  | (245,266 | ) |  |  | 414,020 |  |  |  | 168,754 |
Increase in accounts payable, accrued expenses and other payables |  |  | 4,766,607 |  |  |  | (1,426,068 | ) |  |  | 3,340,539 |
Increase (decrease) in payables to related parties |  |  | (234,880 | ) |  |  | 396,671 |  |  |  | 161,791 |
Net cash (used in) operating activities |  |  | (26,762,923 | ) |  |  | (25,983 | ) |  |  | (26,788,906 | )
Cash flows from investing activities: |  |  |  |  |  |  |  |  |
Purchase of property and equipment |  |  | (25,973 | ) |  |  | (14,376 | ) |  |  | (36,854 | )
Development of intangible assets |  |  | — |  |  |  | (1,767,148 | ) |  |  | — |
Net cash (used in) investing activities |  |  | (25,973 | ) |  |  | (1,781,524 | ) |  |  | (36,854 | )
Cash flows from financing activities: |  |  |  |  |  |  |  |  |
Proceeds from issuance of ordinary shares |  |  | 2,499,920 |  |  |  | — |  |  |  | 2,499,920 |
Proceeds from long-term debt obligation |  |  | 21,500,000 |  |  |  | — |  |  |  | 21,500,000 |
Net cash flow generated from financing activities |  |  | 23,999,920 |  |  |  | — |  |  |  | 23,999,920 |
Effect of exchange rate changes on cash |  |  | 140,658 |  |  |  | 36,639 |  |  |  | 177,287 |
Net change in cash |  |  | (2,648,318 | ) |  |  | (235 | ) |  |  | (2,648,553 | )
Cash and cash equivalents, beginning of year |  |  | 2,690,024 |  |  |  | (2,091 | ) |  |  | 2,687,933 |
Cash and cash equivalents, end of year |  |  | 41,709 |  |  |  | (2,329 | ) |  |  | 39,380 |
Summary of Fair Value Measurement at Reporting Date | Fair value measurement at reporting date:
Description |  | Level 1 |  | Level 2 |  |  | Level 3 |
June 30, 2024 |  |  |  |  |  |  |  |
Fair value on recurring basis |  |  |  |  |  |  |  |
(1) Share-based payment liability |  | — |  | — |  | $ | 1,383,298 |
December 31, 2023 |  |  |  |  |  |  |  |
Fair value on recurring basis |  |  |  |  |  |  |  |
(1) Share-based payment liability |  | — |  | — |  | $ | 1,311,028 |
| Fair value measurement at reporting date:
Description |  | Level 1 |  |  | Level 2 |  |  | Level 3 |
December 31, 2023 Fair value on recurring basis |  |  |  |  |  |  |  |  |
(1) Share-based payment liability |  |  | — |  |  |  | — |  |  | $ | 1,311,028 |
December 31, 2022 Fair value on recurring basis |  |  |  |  |  |  |  |  |
(1) Share-based payment liability |  |  | — |  |  |  | — |  |  | $ | 1,177,617 |
(1) The fair value of the share-based payment liability was valued using a discounted cash flow method using a risk adjusted discount rate of 10.8%. Please also refer to note 7.4.
Summary of Vendors Representing More Than 10% of Accounts Payable | As at June 30, 2024 and December 31, 2023, the following vendors represented more than 10% of total accounts payable.
|  | June 23, 2024 |  |  | December 31, 2023 |
KPMG LLP |  | 11 | % |  | 10 | %
Taylor Wessing LLP |  | — |  |  | 13 | %
Wilson Sonsini Goodrich & Rosati |  | 15 | % |  | 14 | %
Amazon Web Services |  | 14 | % |  | — |
| For the years ended December 31, 2023 and 2022, the following vendors represented more than 10% of total accounts payable.
|  | December 31, 2023 |  |  | December 31, 2022 |
KPMG LLP |  |  | 10 | % |  |  | 14 | %
Taylor Wessing LLP |  |  | 13 | % |  |  | 17 | %
Wilson Sonsini Goodrich & Rosati |  |  | 14 | % |  |  | 15 | %
SThree Partnership LLP |  |  | — |  |  |  | 13 | %
Summary of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table presents the potential shares of ordinary shares outstanding that were excluded from the computation of diluted net loss per share of ordinary shares as of the periods presented because including them would have been antidilutive:
|  | June 30, 2024 |  | June 30, 2023 |
Convertible loans |  | 5,423,768 |  | 4,273,552 |
Convertible loan from related party |  | — |  | 1,037,575 |
Shares payable |  | 140,000 |  | 140,000 |
Warrants |  | 3,521,846 |  | — |
Share options |  | 5,200,000 |  | 5,200,000 |
Preferred shares |  | 28,039,517 |  | 28,039,517 |
Total |  | 42,325,131 |  | 38,690,644 |
| The following table presents the potential shares of ordinary shares outstanding that were excluded from the computation of diluted net loss per share of ordinary shares as of the periods presented because including them would have been antidilutive:
|  | December 31, 2023 |  |  | December 31, 2022 |
|  | (as restated) |  |  | (as restated) |
Convertible debt (note 7.3) |  |  | 3,929,566 |  |  |  | 3,428,571 |
Shares payable (note 7.4) |  |  | 140,000 |  |  |  | 140,000 |
Share options |  |  | — |  |  |  | 5,200,000 |
Series A preferred shares |  |  | 28,039,517 |  |  |  | 28,039,517 |
Short-term debt to related party (note 7.1) |  |  | 1,037,575 |  |  |  | — |
Total |  |  | 33,146,658 |  |  |  | 36,808,088 |

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