XML 29 R18.htm IDEA: XBRL DOCUMENT
v3.24.2.u1

Convertible Notes | 6 Months Ended
--- | ---
Jun. 30, 2024
Debt Instruments [Abstract] |
Convertible Notes |
| 12. | CONVERTIBLE NOTES
On May 16, 2022, the Company entered into a securities purchase agreement with certain investors, pursuant to which the Company sold the investors convertible notes in an aggregate principal amount of $1,000,000 (the “Convertible Notes”) that are convertible into shares of common stock of the Company (the “Conversion Shares”) with a 100% warrant coverage to purchase common stock (the “Warrants” and such shares underlying the Warrants, the “Warrant Shares”). In the original agreement, the notes were set to be due on May 16, 2024. T he Company believed that each of the issuance of the convertible notes was exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act regarding transactions not involving a public offering or under Regulation S of the Securities Act.
Purchaser |  | Date of Issuance |  |  | Security Type |  |  | Consideration |
Hongyu Wang |  |  | May 16, 2022 |  |  |  | Convertible Note |  |  | US$ | 500,000 |
Sam Yan |  |  | May 16, 2022 |  |  |  | Convertible Note |  |  | US$ | 500,000 |
Terms of Conversion or Exercise: Convertible Notes The Convertible Note holders are entitled to an option to convert all of part of the outstanding principal of the Convertible Note to the Company’s ordinary shares at any time after the six-month anniversary of the issuance date of the Note or earlier if a Registration Statement covering the conversion shares has been declared effective, at conversion price of $3.50. The interest rate of the Note is 7% per annum. Terms of Conversion or Exercise: Warrants On May 16, 2022, the Company granted Warrants to the same investors of the Convertible exercised, in whole or in part, at any time prior to the fifth anniversary of the date such Warrants are issued. The investors can also choose to exercise the Warrant using a cashless manner based on certain formula stipulated in the Warrant agreement. The Convertible Notes and Warrants are considered as one unit of accounting which contains two freestanding financial instruments. The proceeds received were allocated between the Notes and the Warrants based on their relative fair value. The beneficial conversion option within the debt instrument was booked to additional paid-in capital, and its book value will not be subsequently adjusted. The warrants were valued using the Black-Scholes Model, and the relative fair value was $1.21 on a per share basis, for total valuation of $347,171 based on 285,714 shares issuable if fully exercised. The Company used the following inputs: (1) strike price = $7.00, (2) fair market value of the Company’s stock = $10.00, (3) annualized volatility = 10%, (4) annualized dividend = 1.70%, (5) years to expiration = 5 years, and (6) risk free rate = 3.789%. Management determined that convertible note contained a beneficial conversion feature (“BCF”) and recognized a discounted to be amortized over the life of the convertible note. The BCF was valued at $672,761 and was recorded as a debt discount where the offsetting balance was recorded as an increase to additional paid in capital. On April 27, 2023, the Company signed amendment agreements with the investors to modify the due date of the Convertible Notes to the earlier of July 12, 2023 or the six months anniversary of the completion of the Company's Initial Public Offering. On October 19, 2023, the Company signed settlement agreements with the investors to settle the Convertible Notes for $1,950,000 with two installments by November 24, 2023. The balance of $1,950,000 was reclassified to a ccounts and other payables and accruals . The debtors agreed to stop accruing interest on the balance. On May 3, 2024, the Company signed final settlement agreements with the two investors of the Convertible Notes and Warrants, and settled the arrangement for $250,000 each investor, totaling $500,000 , besides an aggregate of $1,200,000 paid by the Company in 2023. The difference between the final settlement amount of $1,700,000 and the amount in the amendment agreements of $1,950,000 was recognized as other income in the second quarter of 2024.
Convertible Notes |  | June 3 0 , 2024 |
Convertible Notes – Face Value |  | $ | - |
Discount – Placement agent commissions – cash |  |  | - |
Discount – Placement agent commissions – warrants |  |  | - |
Discount – Detachable warrants |  |  | - |
Discount – Beneficial conversion feature |  |  | - |
|  | $ |  |

X
- Definition Disclosure of convertible notes. + References No definition available. + Details
Name: | ncl_DisclosureOfConvertibleNotesTextBlock
Namespace Prefix: | ncl_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DebtInstrumentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration