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ORDINARY SHARES PURCHASE WARRANTS ISSUED TO INVESTORS

12 Months Ended

Jun. 30, 2025

ORDINARY SHARES PURCHASE WARRANTS ISSUED TO INVESTORS

ORDINARY SHARES PURCHASE WARRANTS ISSUED TO INVESTORS

NOTE 20. ORDINARY SHARES PURCHASE WARRANTS ISSUED TO INVESTORS

In June 2021, the Company issued to some institutional investors warrants to purchase an aggregate of up to 8,814,102 (489,673 shares post 2024 Reverse Split) Class A Ordinary Shares. (the “Warrant 2021”) The warrants are subject to deemed-liquidation redemption features and are therefore classified as a liability in accordance with FASB ASC 480. Warrant liability is classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The warrant liability is re-valued at each reporting period with the change in fair value recorded through earnings. The Company established the initial fair value of the warrants at $34,860,000. During the year ended June 30, 2023, the exercise price of warrants to purchase an aggregate of up to 7,950,769 (441,710 shares post 2024 Reverse Split) Class A Ordinary Shares was adjusted to $0.80 ($14.40 post 2024 Reverse Split), and the exercise price of the remaining warrants to purchase an aggregate of up to 863,333 (47,964 shares post 2024 Reverse Split) Class A Ordinary Shares remained at $6.24 ($112.32 post 2024 Reverse Split).

On December 14, 2023, the Company entered into a Warrant Purchase Agreement with certain accredited investors pursuant to which the Company agreed to buy back an aggregate of 7,950,769 (441,710 warrants post 2024 Reverse Split) warrants from the investors, and the investors agreed to sell the Warrants back to the Company. The purchase price for each Warrant was $0.25 ($4.50 post 2024 Reverse Split). As of December 31,2023, The Company still holds the investor 863,333 (47,964 warrants post 2024 Reverse Split) warrants. As of June 30, 2024 and June 30, 2025, the fair value of the warrant liability of the Warrant 2021 was ¥6,959 and ¥688 ($96). During the years ended June 30, 2024 and 2025, there was change in fair value of the Warrant 2021 liability in an aggregate amount of $109,041 and $869, respectively.

The key inputs into the Black-Scholes model were as follows at their measurement dates:

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​	​	​	​	​	​	​	​
​	​	June 30,		​	June 30,		​
Input		2025			2024		​
Number of warrants*	​		47,964	​	​	47,964	​
Share price*	​	$	2.52	​	$	1.44	​
Risk-free interest rate	​		3.85	%		4.62	%
Volatility	​		95	%		105	%
Exercise price*	​	$	112.32	​	$	112.32	​
Warrant life	​		1.96years	​		2.46 years	​

* Retrospectively restated for the 1-for-18 reverse stock split on May 1, 2024.

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On March 15, 2023, the Company issued to some institutional investors warrants to purchase an aggregate of up to 10,002,500 (555,694 shares post 2024 Reverse Split) Class A Ordinary Shares. (the “Warrant 2023”) The warrants are subject to deemed-liquidation redemption features and are therefore classified as a liability in accordance with FASB ASC 480. Warrant liability is classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The warrant liability is re-valued at each reporting period with the change in fair value recorded through earnings. The Company established the initial fair value of the warrants at $2,750,000.

On December 14, 2023, the Company entered into a Warrant Purchase Agreement with certain accredited investors pursuant to which the Company agreed to buy back an aggregate of 10,002,500 (555,694 warrants post 2024 Reverse Split) warrants from the investors, and the investors agreed to sell the Warrants back to the Company. The purchase price for each Warrant is $0.25 ($4.50 post 2024 Reverse Split). On December, 14, 2023, Company bought back all warrants 2023 from the investors. As of June 30, 2023 and June 30, 2024, the fair value of the warrant liability of the Warrant 2023 was $2,430,000 and $nil. During the years ended June 30, 2023 and 2024, there was change in fair value of the Warrant 2023 liability in an aggregate amount of $320,000 and $nil, respectively.

The following table presents information about the Company’s warrants that were measured at fair value on a recurring basis as of June 30, 2024 and June 30, 2025, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

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Quoted Prices In

Significant Other

Significant Other

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June 30,

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Active Markets

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Observable Inputs

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Unobservable Inputs

Description

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2024

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(Level 1)

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(Level 2)

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(Level 3)

Liabilities:

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Warrant liability - non-current

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$

959

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$

—

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$

—

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$

959

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Quoted Prices In

Significant Other

Significant Other

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June 30,

Active Markets

Observable Inputs

Unobservable Inputs

Description

2025

(Level 1)

(Level 2)

(Level 3)

Liabilities:

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​

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Warrant liability - non-current

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$

96

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$

—

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$

—

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$

96

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The following table summarizes the Company’s Warrants activities and status of Warrants as of June 30, 2025:

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​	​	​	​	​	​	​	​
​		​		Weighted			Average
​	​	​	​	Average		​	Remaining
​	​	​	​	Exercise Price		​	Period
Warrants		Warrants*		Per Share*			(Years)
Outstanding as of June 30, 2023		1,045,368	​	$	18.90	​	4.40
Issued		—	​	​	—	​	—
Redeemed		(997,404)	​	​	14.40	​	—
Forfeited	​	—	​	​	—	​	—
Exercised		—	​	​	—	​	—
Expired		—	​	​	—	​	—
Outstanding as of June 30, 2024		47,964	​	$	112.32	​	2.96
Issued		—	​	​	—	​	—
Redeemed		—	​	​	—	​	—
Forfeited		—	​	​	—	​	—
Exercised		—	​	​	—	​	—
Expired	​	—	​	​	—	​	—
Outstanding as of June 30, 2025		47,964	​	​	112.32	​	1.96

* Retrospectively restated for the 1-for-18 reverse stock split on May 1, 2024.

X

- Definition

Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3

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X

- References

No definition available.

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