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Interest-Bearing Borrowings

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

Interest-Bearing Borrowings [Abstract]

Loan note

Pursuant to the loan note purchase agreement date October 14, 2022 and the amendment to the agreement dated December 21, 2022, the Group issued loan notes of US$22,397,271, in which US$17,400,000 was contributed by shareholders with significant influence over the Company and key management personnel of the Company, with coupon rate of 25% per annum paid in kind and a maturity period of 5 years. Class C Warrants of the Company were issued to the subscribers of the loan notes and one of the subscribers was also granted a 3-year option for the additional subscription of US$5,000,000 of the Company’s loan notes together with the grant of a certain number of the Company’s Class C Warrants (which changed to the grant of a certain number of the Company’s Class A ordinary shares after the Capital Reorganization) upon such subscription with the terms set out in these agreements. Thus, the loan note transaction contains three components: a liability component and two freestanding derivatives in respect of the option for additional subscription of loan notes, and the Class C Warrants issued (see note 9). The option for additional subscription of US$5,000,000 loan notes was exercised by the option holder on October 12, 2023.

All the loan notes were fully settled in cash in October 2023.

The movement of financial liability and derivatives of the loan notes and derivatives issued during the period are as follows:

Loan notes – liability component

	For the six months ended June 30,
	2023
	(Unaudited)
	US$

As at January 1		8,745,192
Finance costs		3,537,463
As at June 30		12,282,655

Freestanding derivatives for additional subscription options

	For the six months ended June 30,
	2023
	(Unaudited)
	US$

As at January 1		2,796,131
Change in fair value		9,086,936
As at June 30		11,883,067

As at June 30, 2023, loan note and the freestanding derivatives, with carrying amount of approximately US$21,052,000 were held by shareholders with significant influence over the Company and key management personnel of the Company.

The Group used the market approach to determine the underlying equity value of the Company, and binomial option pricing model to determine the fair value of the option for additional subscription of loan notes and the fair values of the Class C Warrants issued on initial recognition and at the end of the reporting period. The following table lists the inputs to the model used for the six months ended June 30, 2023:

	(Unaudited)
Risk-free rate (%)		4.2
Volatility (%)		63
Dividend yield (%)		-

The Group considered there is no material impact on the fair value of the derivative components of the loan note resulting from a percentage change in the volatility as of June 30, 2023.

21.

INTEREST-BEARING BORROWINGS

Bridge loan

On September 28, 2021, the Group entered into a bridge loan facility agreement with the total commitment of US$26,000,000 in which US$6,000,000 was contributed by a company controlled by a shareholder with significant influence over the Company, and key management personnels of the Company. The bridge loan would be released to the Group from an escrow account in 12 instalments and have a maturity period of 12 months from the utilization date of the facility. The bridge loan did not have any coupon, but had a facility fee of 3% on the total commitment of the facility paid upfront and an exit premium of 20% on the total commitment of the facility payable by the Group upon the maturity or early repayment of the bridge loan. Early repayment can only be made upon the exercise of the redemption right by the lenders, which is contingent upon the occurrence of certain capital events. The bridge loan contains two components: a liability component and an embedded derivative in respect of the embedded redemption option. The bridge loan was fully settled and the facility agreement expired during the year ended December 31, 2022.

The movements of the liability component and derivative component from the embedded redemption option of the bridge loan are as follows:

Bridge loan - liability component

	2022
	US$
As at January 1		12,274,215
Drawdown during the year		6,756,665
Finance costs		4,074,175
Repaid during the year		(7,374,346	)
Settled during the year		(15,730,709	)

As at December 31		-

Bridge loan - derivative component

	2022
	US$
As at January 1		1,551,677
On initial recognition		842,181
Change in fair value		835,433
Exercised during the year		(3,229,291	)

As at December 31		-

Loan notes

Pursuant to the loan note purchase agreement date October 14, 2022 and the amendment to the agreement dated December 21, 2022, the Group issued loan notes of US$22,397,271, in which US$17,400,000 was contributed by shareholders with significant influence over the Company and key management personnel of the Company, with coupon rate of 25% per annum paid in kind and a maturity period of 5 years. Class C Warrants of the Company were issued to the subscribers of the loan notes and one of the subscribers was also granted a 3-year option for the additional subscription of US$5,000,000 loan notes together with the grant of a certain number of the Company’s Class C Warrants (which changed to the grant of a certain number of the Company’s Class A ordinary shares after the Capital Reorganization) upon such subscription with the terms set out in these agreements (see note 25). Thus, the loan note transaction contains three components: a liability component and two freestanding derivatives in respect of the option for additional subscription of loan notes, and the Class C Warrants issued (see note 22). The option for additional subscription of US$5,000,000 loan notes was exercised by the option holder on October 12, 2023. All the loan notes were fully settled in cash in October 2023 (see note 29).

The movements of financial liability and derivatives of the loan notes and derivatives issued during the year are as follows:

Loan notes – liability component

	2023			2022
	US$			US$
As at January 1		8,745,192			-
Issued during the year		5,000,000			7,959,134
Finance costs		18,975,635			786,058
Repayment during the year		(32,720,827	)		-

As at December 31		-			8,745,192

Freestanding derivative - option for additional subscription of loan notes

	2023			2022
	US$			US$
As at January 1		2,796,131			-
On initial recognition		-			2,796,131
Change in fair value		9,536,904			-
Exercised during the year		(12,333,035	)		-

As at December 31		-			2,796,131

As at December 31, 2022, loan notes and the freestanding derivative related to the option for additional subscription of loan notes with the total carrying amount of approximately US$9,299,000 were held by shareholders with significant influence over the Company and key management personnel of the Company.

For the year ended December 31, 2022

			2022
Risk-free rate (%)			4.06 – 4.33
Volatility (%)			61 – 62
Dividend yield (%)			-

The Group considered there was no material impact on the fair value of the derivative components of the loan note resulting from a percentage change in the volatility as of December 31, 2022.

Upon exercise

Risk-free rate (%)			4.76
Volatility (%)			63
Dividend yield (%)			-