Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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.

Exhibit No.		Description
99.1		Unaudited Interim Consolidated Financial Statements as of February 28, 2023 and for the Six Months Ended February 28, 2023 and 2023, and 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.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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

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

Document And Entity Information	6 Months Ended
Document And Entity Information	Feb. 28, 2023
Document Information Line Items
Entity Registrant Name	Meta Data Limited
Document Type	6-K
Current Fiscal Year End Date	--08-31
Amendment Flag	false
Entity Central Index Key	0001722380
Document Period End Date	Feb. 28, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity File Number	001-38430

Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Feb. 28, 2023	Aug. 31, 2022
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
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

Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Feb. 28, 2023	Aug. 31, 2022
Statement of Financial Position [Abstract]
Ordinary shares par value (in Dollars per share)	$ 0.000001	$ 0.000001
Ordinary shares, shares authorized	40,000,000,000	40,000,000,000
Ordinary shares, shares issued	14,611,659,561	36,016,603,594
Ordinary shares, shares outstanding	14,611,659,561	36,016,603,594

Unaudited Condensed Consolidated Statement of Operations - USD ($) $ in Thousands	6 Months Ended
	Feb. 28, 2023	Feb. 28, 2022
Income Statement [Abstract]
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 (in Dollars per share)	$ (0.01)	$ (0.05)
Diluted (in Dollars per share)	$ (0.01)	$ (0.05)
Weighted average number of shares outstanding
Basic (in Shares)	35,898,081	3,717,015
Diluted (in Shares)	46,822,252	3,939,131