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Business Combination | 12 Months Ended
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Dec. 31, 2023
Business Combination [Abstract] |
BUSINESS COMBINATION | NOTE 4 – BUSINESS COMBINATION Acquisition of Alpha Mind On May 16, 2023, the Company entered into an Equity Acquisition Agreement (the “Purchase Agreement”) with Alfa Crest Investment Limited, a BVI company (“Alfa Crest”), CapitoLabs Limited, a BVI company (“CapitoLabs”, and together with Alfa Crest, the “Sellers”) and Alpha Mind Technology Limited, a BVI company (“Alpha Mind”). Pursuant to the Agreement, the Sellers agreed to sell and the Company agreed to purchase, the Sellers’ shares of Alpha Mind’s issued and outstanding ordinary shares, which represent an 85% ownership stake in Alpha Mind, for aggregate purchase price of $99,650,000. The transaction was closed on June 7, 2023. The Company’s acquisition of Alpha Mind was accounted for as a business combination in accordance with ASC 805. The Company allocated the purchase price of Alpha Mind based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. The Company estimated the fair values of the assets acquired and liabilities assumed at the acquisition date in accordance with the business combination standard issued by the FASB with the valuation methodologies using level 3 inputs, except for other current assets and current liabilities were valued using the cost approach. Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed and intangible assets identified as of the acquisition date and considered a number of factors including valuations from independent appraisers. Acquisition-related costs incurred for the acquisitions were not material and have been expensed as incurred in general and administrative expense. The consideration was $99,650,000, consisting of $7.0 million in the form of a convertible promissory note and $92,650,000 in cash of which $3.65 million is converted from loan receivable and other receivable, and $1 million is the acquisition deposit paid during 2022. The following table presents the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date, which represents the net purchase price allocation on the date of the acquisition of Alpha Mind based on valuation performed by an independent valuation firm engaged by the Company:
|  | USD |
Assets |  |  |
Cash and cash equivalents |  | $ | 916,840 |
Accounts receivable, net |  |  | 1,963,755 |
Prepayments |  |  | 996,701 |
Other receivables, net |  |  | 78,183 |
Short-term investment |  |  | 271,381 |
Other current assets |  |  | 62,254 |
Restricted Cash- non-current |  |  | 706,005 |
Property and equipment, net |  |  | 57,742 |
Right-of-use asset |  |  | 46,123 |
Deferred tax assets |  |  | 72,228 |
Intangible assets, net |  |  | 5,224,439 |
Goodwill |  |  | 108,218,586 |
|  |  | 118,614,237 |
Liabilities |  |  |  |
Accounts payables |  | $ | 1,402,583 |
Salary payable |  |  | 54,709 |
Other payables |  |  | 812,170 |
Taxes payable |  |  | 43,833 |
Advance from customer |  |  | 93 |
Deferred tax liability |  |  | 1,306,110 |
Lease liabilities |  |  | 46,123 |
|  |  | 3,665,621 |
Total allocated purchase price |  | $ | 114,948,616 |
The following table presents the purchase price of Alpha Mind for the Company and non-controlling shareholders at the acquisition date. The discount for lack of control (DLOC) is used when valuing the non-controlling interests in the acquisition.
|  | USD |
Purchase price for the Company |  | $ | 99,650,000 |
Fair value of non-controlling interest |  |  | 15,298,616 |
Total allocated purchase price |  | $ | 114,948,616 |

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//805/tableOfContent + Details
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- References No definition available. + Details
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