UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2023
Commission File Number: 001-38430
Meta Data Limited
Flat H 3/F, Haribest Industrial Building, 45-47
Au Pui Wan Street
Sha Tin New Territories
Hong Kong
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXPLANATORY NOTE
Meta Data Limited (the “Company” or “Meta Data”)
is furnishing this Form 6-K to provide interim financial statements for the six months ended February 28, 2023.
FORWARD LOOKING STATEMENT
This Report of Foreign Private Issuer on Form
6-K filed by Meta Data Limited (together with our subsidiaries, unless the context indicates otherwise, “we,” “us,”
“our,” or the “Company”), contains forward-looking statements within the meaning of the Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events
or the Company’s future financial performance. The Company has attempted to identify forward-looking statements by terminology including
“anticipates,” “believes,” “expects,” “can,” “continue,” “could,”
“estimates,” “intends,” “may,” “plans,” “potential,” “predict,”
“should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions,
uncertainties and other factors may cause the Company’s actual results, levels of activity, performance or achievements to be materially
different from any future results, levels or activity, performance or achievements expressed or implied by these forward-looking statements.
The information in this Report on Form 6-K is not intended to project future performance of the Company. Although the Company believes
that the expectations reflected in the forward-looking statements are reasonable, the Company does not guarantee future results, levels
of activity, performance or achievements. The Company expectations are as of the date this Form 6-K is filed, and the Company does not
intend to update any of the forward-looking statements after the date this Report on Form 6-K is filed to confirm these statements to
actual results, unless required by law.
Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
Meta Data Limited |
| |
|
| |
By : |
/s/ Xiaoming Li |
| |
Name : |
Xiaoming Li |
| |
Title : |
Chairman of the Board of Directors and
Chief Executive Officer |
Date: July 14, 2023
3
Exhibit 99.1
Operating and Financial Review and Prospects
in Connection with the Unaudited Interim Consolidated Financial Statements for the Six Months Ended February 28, 2023 and 2022
Net income from continuing operations was US$2.0
million, up by 103.4% year-over-year.
Net loss from discontinued operations was US$414.9
million, up by 257.0% year-over-year.
Net loss attributable to shareholders of Meta
Data Limited was US$412.9 million, increased by 146.1% compared to net loss of US$167.8 million in the first half of 2022.
On October 28, 2022, the Company, OneSmart Edu
Inc. (“OneSmart BVI”), the Company’s wholly owned subsidiary, and Muckle Capital Investment Co., Ltd. (the “Purchaser”),
entered into a certain share purchase agreement (the “Disposition SPA”). Pursuant to the Disposition SPA, the Purchaser agreed
to purchase OneSmart BVI in exchange for cash consideration of $1.0 million (the “Purchase Price”). Upon the closing of the
transaction contemplated by the Disposition SPA, the Purchaser will become the sole shareholder of OneSmart BVI and as a result, assume
all assets and liabilities of all the subsidiaries and VIE entities owned or controlled by OneSmart BVI. The closing of the Disposition
is subject to certain closing conditions including the payment of the Purchase Price, the receipt of a fairness opinion from Roma Appraisals
Limited and the approval of the Company’s shareholders.
As of November 25, 2022, the Company completed
the disposition after the satisfaction or waiver of all closing conditions.
| | |
First Half, | | |
First Half, | | |
Change in | | |
Change in | |
| Key Financial Results (in Thousand/USD) | |
2023 | | |
2022 | | |
Amounts | | |
Percentage | |
| Revenue | |
| 13,018 | | |
| - | | |
| 13,018 | | |
| 100.0 | % |
| Gross profit | |
| 5,841 | | |
| - | | |
| 5,841 | | |
| 100.0 | % |
| Income (loss) from operations | |
| 4,922 | | |
| (57,086 | ) | |
| 62,008 | | |
| 108.6 | % |
| Net income (loss) from continuing operations | |
| 2,016 | | |
| (58,833 | ) | |
| 60,849 | | |
| 103.4 | % |
| Net loss from discontinued operations | |
| (414,877 | ) | |
| (116,218 | ) | |
| 298,659 | | |
| 257.0 | % |
| Net loss attributable to Meta Data Limited's shareholders | |
| (412,861 | ) | |
| (167,778 | ) | |
| 245,083 | | |
| 146.1 | % |
Financial Results for the First Half Year
Ended February 28, 2023
Revenue
Revenue increased
by $13.0 million, 100.0%, to $13.0 million for the six months ended February 28, 2023 as compared to nil for the same period of last year.
The Company generated $10.9 million revenue from artificial intelligent education (“AIE”), which consisted of three
customers, and $2.1 million revenue from artificial intelligent universe IAAS (“AIU”), which consisted of two customers, for
the first half of 2023. According to the “Opinions on Further Alleviating the Burden of Homework and After-School Tutoring for Students
in Compulsory Education” (“Double Reduction Policy”) issued by the General Office of the CPC Central Committee and the
General Office of the State Council, the Company ceased the its after-school tutoring business (“Legacy Business”) since October
2021, and net revenue of $2.1 million generated from the Legacy Business was classified into the discontinued operations for the first
half of 2022.
Cost of revenue
Cost of revenue increased by $7.2 million, 100.0%,
to $7.2 million for the six months ended February 28, 2023, from nil for the same period of last year. The cost of revenue was related
to costs incurred for generating revenue from AIE and AIU, which mainly included outsourced costs to a third party.
Gross profit
Gross profit increased by $5.8 million, 100.0%,
to $5.8 million for the six months ended February 28, 2023, from nil for the same period of last years. The overall gross margin was 44.9%
while gross margins for AIE and AIU businesses were 42.2% and 58.5%, respectively.
Selling and marketing expenses
Selling and marketing expenses were nil and nil
for the six months ended February 28, 2023 and 2022, respectively.
General and administrative expenses decreased
by $56.2 million, or 98.4%, to $0.9 million for the six months ended February 28, 2023 from $57.1 million for the same period of last
year. The general and administrative expenses for the six months ended February 28, 2022 were mainly related to the cancellation of share-based
compensation, no such cancellation of share-based compensation for the six months ended February 28, 2023.
Interest expense
Interest expenses increased by $1.2 million, or
66.5%, to $2.9 million for the six months ended February 28, 2023 from $1.7 million for the same period of last year. The increase was
mainly attributed to the increase in loans from third parties.
Loss from disposal of subsidiaries
Loss from disposal of subsidiaries increased by
$412.5 million, or 100.0%, to $412.5 million for the six months ended February 28, 2023 from nil for the same period of last year. Loss
from disposal of subsidiaries was mainly attributed to the disposal of aforementioned Legacy Business.
Income (loss) from continuing and discontinued
operations
As a result of factors described above, income
from continuing operations was $2.0 million for the six months ended February 28, 2023, compared to loss from continuing operations of
$58.8 million for the six months ended February 28, 2022.
Loss from discontinued operations was $414.9 million
for the six months ended February 28, 2023, compared to loss from discontinued operations of $116.2 million for the six months ended February
28, 2022.
Net loss attributable to Meta Data
Net loss attributable to Meta Data was $412.9
million for the six months ended February 28, 2023, compared to $167.8 million for the same period of last year.
Financial Position
As of February 28, 2023, the Company had cash
of $60.9 million from continuing operations.
As of February 28, 2023, the Company had loans
payable to third parties of $6.5 million, current portion of long-term loans of $61.2 million and convertible senior notes of $35.0 million.
Cash Flow
Net cash provided by operating activities in the
first half of 2023 was $3.5 million, as compared to net cash used of $41.3 million in operating activities in the first half of 2022.
Net cash provided by investing activities in the
first half of 2023 was $1.0 million, as compared to net cash provided by $13.1 million in investing activities in the first half of 2022.
Net cash provided by financing activities in the
first half of 2023 was $27.0 million, as compared to net cash provided by $22.0 million in financing activities in the first half of 2022.
Change of reporting currency
Starting from September 1, 2022, the Company changed
its reporting currency from Renminbi to U.S. dollar since all of the Company’s revenue, expenses, assets, liabilities and shareholders’
equity are now denominated in U.S. dollar. The alignment of the reporting currency with the underlying operations will better illustrate
the Company’s results of operations for each fiscal period. The Company has applied the change of reporting currency retrospectively
to its historical results of operations and financial statements. All prior periods' comparative financial information has been recasted
as if the Company always used $USD as its reporting currency.
Meta Data Limited
Unaudited Condensed Consolidated Balance Sheets
(Amounts in thousands)
| | |
As of | | |
As of | |
| | |
February 28, | | |
August 31, | |
| | |
2023 | | |
2022 | |
| | |
(Unaudited) | | |
(Audited) | |
| ASSETS | |
| | |
| |
| CURRENT ASSETS | |
| | |
| |
| Cash | |
$ | 60,886 | | |
$ | 29,382 | |
| Short-term investments | |
| - | | |
| 2,056 | |
| Current assets from discontinued operations | |
| - | | |
| 18,142 | |
| TOTAL CURRENT ASSETS | |
$ | 60,886 | | |
$ | 49,580 | |
| NON-CURRENT ASSETS | |
| | | |
| | |
| Right-of-use assets, net | |
| 29 | | |
| - | |
| TOTAL NON-CURRENT ASSETS | |
| 29 | | |
| - | |
| | |
| | | |
| | |
| TOTAL ASSETS | |
$ | 60,915 | | |
$ | 49,580 | |
| | |
| | | |
| | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | | |
| | |
| CURRENT LIABILITIES | |
| | | |
| | |
| Interest payable | |
$ | 11,210 | | |
$ | 8,305 | |
| Accrued expenses and other current liabilities | |
| 638 | | |
| 2,054 | |
| Loans payable to third parties | |
| 6,500 | | |
| 4,500 | |
| Short-term loans | |
| - | | |
| 220 | |
| Long-term loans, current portion | |
| 61,240 | | |
| 61,240 | |
| Operating lease liabilities - current | |
| 17 | | |
| - | |
| Convertible senior notes | |
| 35,000 | | |
| - | |
| Current liabilities from discontinued operations | |
| - | | |
| 719,715 | |
| TOTAL CURRENT LIABILITIES | |
$ | 114,605 | | |
$ | 796,034 | |
| | |
| | | |
| | |
| NON-CURRENT LIABILITIES | |
| | | |
| | |
| Operating lease liabilities - non-current | |
| 18 | | |
| - | |
| Convertible senior notes | |
| - | | |
| 35,000 | |
| TOTAL LIABILITIES | |
$ | 114,623 | | |
$ | 831,034 | |
| | |
| | | |
| | |
| COMMITMENTS AND CONTINGENCIES | |
| | | |
| | |
| | |
| | | |
| | |
| SHAREHOLDERS' EQUITY | |
| | | |
| | |
| Class A ordinary shares (US$0.000001 par value; 40 billion shares authorized as of August 31, 2022 and February 28, 2023; 14,611,659,561 issued and outstanding as of August 31, 2022 and 36,016,603,594 issued and outstanding as of February 28, 2023, respectively) | |
$ | 36 | | |
$ | 14 | |
| Additional paid-in capital | |
| 900,829 | | |
| 896,100 | |
| Statutory reserve | |
| - | | |
| 2,385 | |
| Accumulated deficits | |
| (954,573 | ) | |
| (1,668,957 | ) |
| Accumulated other comprehensive income | |
| - | | |
| (7,220 | ) |
| Total Meta Data Limited shareholders' equity | |
| (53,708 | ) | |
| (777,678 | ) |
| Non-controlling interests | |
| - | | |
| (3,776 | ) |
| Total shareholders' equity | |
| (53,708 | ) | |
| (781,454 | ) |
| | |
| | | |
| | |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | |
$ | 60,915 | | |
$ | 49,580 | |
Meta Data Limited
Unaudited Condensed Consolidated Statements
of Operations and Comprehensive Income
(Amounts in thousands)
| | |
For the six months ended February 28, | |
| | |
2023 | | |
2022 | |
| | |
(Unaudited) | | |
(Unaudited) | |
| Revenues | |
| 13,018 | | |
| - | |
| Cost of revenues | |
| (7,177 | ) | |
| - | |
| Gross profit | |
| 5,841 | | |
| - | |
| | |
| | | |
| | |
| Operating expenses | |
| | | |
| | |
| Selling and marketing expenses | |
| - | | |
| - | |
| General and administrative expenses | |
| (919 | ) | |
| (57,086 | ) |
| Total operating expenses | |
| (919 | ) | |
| (57,086 | ) |
| | |
| | | |
| | |
| Income (loss) from operations | |
| 4,922 | | |
| (57,086 | ) |
| | |
| | | |
| | |
| Other income | |
| | | |
| | |
| Interest income | |
| 1 | | |
| 1 | |
| Interest expense | |
| (2,905 | ) | |
| (1,745 | ) |
| Other expenses | |
| (2 | ) | |
| (3 | ) |
| Total other income, net | |
| (2,906 | ) | |
| (1,747 | ) |
| | |
| | | |
| | |
| Income (loss) from continuing operations | |
| 2,016 | | |
| (58,833 | ) |
| | |
| | | |
| | |
| Discontinued operations | |
| | | |
| | |
| Loss from disposal of subsidiaries | |
| (412,513 | ) | |
| - | |
| Loss from discontinued operations | |
| (2,364 | ) | |
| (116,218 | ) |
| Loss from discontinued operations | |
| (414,877 | ) | |
| (116,218 | ) |
| | |
| | | |
| | |
| Net loss | |
| (412,861 | ) | |
| (175,051 | ) |
| Add: Net loss attributable to non-controlling interests | |
| - | | |
| 7,273 | |
| Net loss attributable to Meta Data Limited's shareholders | |
| (412,861 | ) | |
| (167,778 | ) |
| | |
| | | |
| | |
| Loss per share | |
| | | |
| | |
| Basic | |
| (0.01 | ) | |
| (0.05 | ) |
| Diluted | |
| (0.01 | ) | |
| (0.05 | ) |
| | |
| | | |
| | |
| Weighted average number of shares outstanding | |
| | | |
| | |
| Basic | |
| 35,898,081 | | |
| 3,717,015 | |
| Diluted | |
| 46,822,252 | | |
| 3,939,131 | |
5
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