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What changed in SOCIETY PASS INCORPORATED.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of SOCIETY PASS INCORPORATED.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+174 added−156 removedSource: 10-K (2025-04-16) vs 10-K (2024-04-15)

Top changes in SOCIETY PASS INCORPORATED.'s 2024 10-K

174 paragraphs added · 156 removed · 122 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

28 edited+10 added−6 removed287 unchanged
Biggest changeAs a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. We have not paid dividends in the past and do not expect to pay dividends in the future, and any return on investment may be limited to the value of our stock.
Biggest changeWe have not paid dividends in the past and do not expect to pay dividends in the future, and any return on investment may be limited to the value of our stock. We have never paid cash dividends on our common stock and do not anticipate paying cash dividends on our common stock in the foreseeable future.
SOPA Technology Co Ltd operates the Leflair platform. 2 Nusatrip Incorporated, a Nevada corporation, owns 99% of Nusatrip International Pte Ltd, a Singapore subsidiary, with five wholly owned subsidiaries including Nusatrip Singapore Pte Ltd, a Singapore corporation, Nusatrip Malaysia Sdn Bhd, a Malaysia corporation, PT Tunas Sukses Mandiri, a Indonesia corporation, Mekong Leisure Travel Company Limited and Vietnam International Travel and Service Company Limited, a Vietnam corporations.
SOPA Technology Co Ltd operates the Leflair platform. 2 Nusatrip Incorporated, a Nevada corporation, owns 99% of Nusatrip International Pte Ltd, a Singapore subsidiary, with five wholly owned subsidiaries including Nusatrip Singapore Pte Ltd, a Singapore corporation, Nusatrip Malaysia Sdn Bhd, a Malaysia corporation, PT Tunas Sukses Mandiri, an Indonesia corporation, Mekong Leisure Travel Company Limited and Vietnam International Travel and Service Company Limited, a Vietnam corporations.
Our anticipated investments and acquisitions of other e-commerce platforms and applications in different verticals are expected to expand our service offerings and attract new consumers and merchants. Launching our Loyalty System In 2024, we intend to market our unique merchant agnostic and universal Society Points to generate additional revenues for merchants and create permanent customer loyalty in SEA.
Our anticipated investments and acquisitions of other e-commerce platforms and applications in different verticals are expected to expand our service offerings and attract new consumers and merchants. Launching our Loyalty System In 2024, we market our unique merchant agnostic and universal Society Points to generate additional revenues for merchants and create permanent customer loyalty in SEA.
Trademarks The Company is the owner of multiple registered and common law trademarks in connection with its technology and its services. The names and marks “Society Pass”, “SOPA”, “Leflair”, “#HOTTAB” and other trademarks, trade names, and service marks of Society Pass in this Annual Report are the property of Society Pass or its subsidiaries.
Trademarks The Company is the owner of multiple registered and common law trademarks in connection with its technology and its services. The names and marks “Society Pass”, “SOPA”, “Leflair”, “#HOTTAB”, “Nusatrip” and other trademarks, trade names, and service marks of Society Pass in this Annual Report are the property of Society Pass or its subsidiaries.
If we fail to meet the applicable Nasdaq requirements in the future and Nasdaq determines to delist our common stock, the delisting could substantially decrease trading in our ordinary shares and adversely affect the market liquidity of our common stock; adversely affect our ability to obtain financing on acceptable terms, if at all, for the continuation of our operations; and harm our business.
If we fail to meet the applicable Nasdaq requirements in the future and Nasdaq determines to delist our common stock, the delisting could substantially decrease trading in our common stock and adversely affect the market liquidity of our common stock; adversely affect our ability to obtain financing on acceptable terms, if at all, for the continuation of our operations; and harm our business.
Thoughtful Media’s data-rich multi-channel network has uploaded over 675,000 videos with over 80 billion video views. The current network of 263 YouTube channels has onboarded over 85 million subscribers with an average monthly viewership of over 600 million views. Travel The Company purchased the Nusatrip Group, a leading Jakarta-based Online Travel Agency (“OTA”) in Indonesia and across SEA.
Thoughtful Media’s data-rich multi-channel network has uploaded over 675,000 videos with over 80 billion video views. The current network of 248 YouTube channels has onboarded over 251 million subscribers with an average monthly viewership of over 600 million views. Travel The Company purchased the Nusatrip Group, a leading Jakarta-based Online Travel Agency (“OTA”) in Indonesia and across SEA.
In our marketing messages, we attract merchants to our ecosystem by offering them access to our growing consumer base as well as numerous opportunities to optimize their sales, including enhanced customer loyalty through the continuus improvement of our Society Points in 2024. 4 Expectation of Competition We operate a loyalty-focused e-commerce ecosystem operates in several verticals.
In our marketing messages, we attract merchants to our ecosystem by offering them access to our growing consumer base as well as numerous opportunities to optimize their sales, including enhanced customer loyalty through the continuous improvement of our Society Points in 2025. 4 Expectation of Competition We operate a loyalty-focused e-commerce ecosystem operates in several verticals.
Dennis Nguyen, our Founder and former CEO, currently beneficially owns common stock and Super Voting Preferred Stock that provide him with 52.0% of the voting power of our voting stock. Therefore, even after further offerings, he will have the ability to substantially influence us through this ownership position.
Dennis Nguyen, our Founder and former CEO, currently beneficially owns common stock and Super Voting Preferred Stock that provide him with 86.06% of the voting power of our voting stock. Therefore, even after further offerings, he will have the ability to substantially influence us through this ownership position.
Changes in the economic, political, or legal environment of the Asia Pacific region. Substantially all of our revenues are derived from SEA. As a result, our business is subject to the economic, political and legal environment in SEA.
Changes in the economic, political, or legal environment of the Asia Pacific region. Majority of our revenues are derived from SEA. As a result, our business is subject to the economic, political and legal environment in SEA.
Our business will be exposed to foreign exchange risk. We derive substantially all of our revenue from the operations of our Platform in Vietnam and expect to derive our revenue from SEA. Our functional currencies will by necessity be the currencies of the countries of SEA. Our reporting currency is the U.S. dollar.
Our business will be exposed to foreign exchange risk. We derive majority of our revenue from the operations of our Platform in SEA and expect to derive our revenue from SEA. Our functional currencies will by necessity be the currencies of the countries of SEA. Our reporting currency is the U.S. dollar.
In fact, the SEA Internet sector GMV is forecast to grow to over $300 billion by 2025. We believe that these ongoing positive economic and demographic trends in SEA propelled demand for our Platform. We incurred net losses of $18,098,918 and $34,015,022 in fiscal years ended December 31, 2023 and 2022, respectively.
In fact, the SEA Internet sector GMV is forecast to grow to over $300 billion by 2025. We believe that these ongoing positive economic and demographic trends in SEA propelled demand for our Platform. We incurred net losses of $10,237,297 and $18,098,918 in fiscal years ended December 31, 2024 and 2023, respectively.
Further, public scrutiny of or complaints about technology companies or their data handling or data protection practices, even if unrelated to our business, industry, or operations, may lead to increased scrutiny of technology companies, including us, and may cause government agencies to enact additional regulatory requirements, or to modify their enforcement or investigation activities, which may increase our costs and risks.
Further, public scrutiny of or complaints about technology companies or their data handling or data protection practices, even if unrelated to our business, industry, or operations, may lead to increased scrutiny of technology companies, including us, and may cause government agencies to enact additional regulatory requirements, or to modify their enforcement or investigation activities, which may increase our costs and risks. 14 Regulation of bonus cards could have adverse consequences on our business.
Regulation of bonus cards could have adverse consequences on our business. Our platform’s payment system inevitably provides our customers with bonuses that may or may not be deemed gift certificates, store gift cards, general-use prepaid cards, or other vouchers, or “gift cards”, subject to, various laws of multiple jurisdictions.
Our platform’s payment system inevitably provides our customers with bonuses that may or may not be deemed gift certificates, store gift cards, general-use prepaid cards, or other vouchers, or “gift cards”, subject to, various laws of multiple jurisdictions.
We have never paid cash dividends on our common stock and do not anticipate paying cash dividends on our common stock in the foreseeable future. We currently intend to retain any future earnings to support the development of our business and do not anticipate paying cash dividends in the foreseeable future.
We currently intend to retain any future earnings to support the development of our business and do not anticipate paying cash dividends in the foreseeable future.
For so long as we are a controlled company under that definition, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including: ● an exemption from the rule that a majority of our board of directors must be independent directors; ● an exemption from the rule that the compensation of our CEO must be determined or recommended solely by independent directors; and ● an exemption from the rule that our director nominees must be selected or recommended solely by independent directors. 20 Although we do not intend to rely on the “controlled company” exemption under the Nasdaq listing rules, we could elect to rely on this exemption in the future.
For so long as we are a controlled company under that definition, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including: ● an exemption from the rule that a majority of our board of directors must be independent directors; ● an exemption from the rule that the compensation of our CEO must be determined or recommended solely by independent directors; and ● an exemption from the rule that our director nominees must be selected or recommended solely by independent directors.
Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, and policies that are applicable to the businesses of our users may limit the adoption and use of, and reduce the overall demand for, our Platform. 14 Additionally, if third parties we work with violate applicable laws, regulations, or agreements, such violations may put our users’ data at risk, could result in governmental investigations or enforcement actions, fines, litigation, claims, or public statements against us by consumer advocacy groups or others and could result in significant liability, cause our users to lose trust in us, and otherwise have an adverse effect on our reputation and business.
Additionally, if third parties we work with violate applicable laws, regulations, or agreements, such violations may put our users’ data at risk, could result in governmental investigations or enforcement actions, fines, litigation, claims, or public statements against us by consumer advocacy groups or others and could result in significant liability, cause our users to lose trust in us, and otherwise have an adverse effect on our reputation and business.
The United Nations Population Division estimates that the population of the SEA countries in 2000 was approximately 525 million people growing to 693 million in 2024. 3 The Internet economy continues to boom in SEA.
The United Nations Population Division estimates that the population of the SEA countries in 2000 was approximately 527 million people growing to 700 million in 2025 and 722 million in 2030. 3 The Internet economy continues to boom in SEA.
If we are unable to complete the required assessment as to the adequacy of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act or if we fail to maintain internal control over financial reporting, our ability to produce timely, accurate and reliable periodic financial statements could be impaired. 19 If we do not maintain adequate internal control over financial reporting, investors could lose confidence in the accuracy of our periodic reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
If we are unable to complete the required assessment as to the adequacy of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act or if we fail to maintain internal control over financial reporting, our ability to produce timely, accurate and reliable periodic financial statements could be impaired.
If we elect to rely on the “controlled company” exemption, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors.
If we elect to rely on the “controlled company” exemption, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. 20 As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.
If such claims are successful, our business and operating results could be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and harm our business and operating results.
If such claims are successful, our business and operating results could be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and harm our business and operating results. 15 We may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices Act could have a material adverse effect on our business.
On May 25, 2023, we received a letter (the “Nasdaq Staff Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the last thirty (30) consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listing In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days to regain compliance.
On May 25, 2023, we received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the last thirty (30) consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listing.
We are an “emerging growth company” under the JOBS Act of 2012 and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.
Additionally, our ability to obtain additional financing could be impaired or a lack of investor confidence in the reliability and accuracy of our public reporting could cause our stock price to decline. 19 We are an “emerging growth company” under the JOBS Act of 2012 and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.
These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and Remuneration Committee, and qualified executive officers. 15 As a result of disclosure of information in this Annual Report and in filings required of a public company, our business and financial condition will become more visible, which we believe may result in increased threatened or actual litigation, including by competitors and other third parties.
As a result of disclosure of information in this Annual Report and in filings required of a public company, our business and financial condition will become more visible, which we believe may result in increased threatened or actual litigation, including by competitors and other third parties.
The Sales Agreement may be terminated by the Sales Agent or the Company at any time upon written notice to the other party. On October 5, 2023, we entered into a structured financing agreement with Strattners FZCO (“Strattners”).
The Sales Agreement may be terminated by the Sales Agent or the Company at any time upon written notice to the other party. On May 25, 2024, the Company and the Sale Agent entered into an amendment to the Sales Agreement (the “Amendment”).
The letter states that the Nasdaq staff will provide written notification that the Company has achieved compliance with Rule 5550(a)(2) if the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of ten (10) consecutive business days.
Since then, the staff of Nasdaq has determined that for the last eleven consecutive business days, from January 31 through February 14, 2025, the closing bid price for the Company’s common stock has been at $1.00 per share or greater. Accordingly, the Company has regained compliance with Listing Rule 5550(a)(2).
Loyalty The Group spent over three years building a cutting edge, proprietary IT architecture to effectively scale and support our ecosystem’s companies, consumers and merchants (the “Platform”). Using our Society Pass loyalty platform, consumers may earn, and merchants may issue, loyalty points or “Society Points” across our subsidiaries.
Using our Society Pass loyalty platform, consumers may earn, and merchants may issue, loyalty points or “Society Points” across our subsidiaries.
We operate certain verticals in SEA: loyalty, lifestyle, telecommunications, digital media, and travel as we try to create the next generation digital ecosystem and loyalty platform. We scaled back our operations in the food and beverage delivery market in 2023.
We operate certain verticals in SEA: loyalty, lifestyle, telecommunications, digital media, and travel as we try to create the next generation digital ecosystem and loyalty platform. Loyalty The Group spent over three years building a cutting edge, proprietary IT architecture to effectively scale and support our ecosystem’s companies, consumers and merchants (the “Platform”).
Although the Company did not regain compliance with Nasdaq Listing Rule 5550(a)(2) within the initial 180 calendar day period, Nasdaq determined that the Company was eligible for the additional 180 calendar day period to regain compliance.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days to regain compliance.
Removed
We may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices Act could have a material adverse effect on our business.
Added
Pursuant to the Amendment, the aggregate offering price of the Common Stock that will be offered and sold will be up to $1,138,282. On October 5, 2023, we entered into a structured financing agreement with Strattners FZCO (“Strattners”).
Removed
The Nasdaq Staff Letter has no immediate effect on the listing or trading of the Company’s common stock. The initial notification letter stated that the Company would be afforded 180 calendar days to regain compliance, and that the Company may be eligible for additional time.
Added
Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, and policies that are applicable to the businesses of our users may limit the adoption and use of, and reduce the overall demand for, our Platform.
Removed
In order to regain compliance, the closing bid price of the Company’s common stock must be at least $1 per share for a minimum of ten consecutive business days during the additional 180 calendar day period ending May 20, 2024. The Company intends to consider all available options to regain compliance with the Nasdaq listing standards.
Added
These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and Remuneration Committee, and qualified executive officers.
Removed
If the Company does not regain compliance with Rule 5550(a)(2) by May 20, 2024, if the Company is not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq would notify the Company that its securities would be subject to delisting.
Added
On May 15, 2024, Nasdaq confirmed that the Company had regained compliance with the bid price.
Removed
In the event of such a notification, the Company may appeal to the Nasdaq staff’s determination to delist its securities. There can be no assurance that the Nasdaq staff would grant the Company’s request for continued if it does not comply with the Nasdaq Listing Rules.
Added
On August 21, 2024, we received a letter from Nasdaq indicating that, the Company does not presently comply with Nasdaq’s Listing Rule 5550(b)(1), which requires that the Company maintain a minimum of $2.5 million in stockholders’ equity, and that the Company also does not meet the alternatives of market value of listed securities or net income from continuing operations set forth in the Listing Rule.
Removed
Additionally, our ability to obtain additional financing could be impaired or a lack of investor confidence in the reliability and accuracy of our public reporting could cause our stock price to decline.
Added
On February 18, 2025, we received written notice from Nasdaq indicating that based upon the Company’s continued non-compliance with Rule 5550(b)(2) which requires that the Company shall maintain at least $25,000,000 stockholders’ equity, the Nasdaq staff has determined to delist the Company’s common stock from the Nasdaq Capital Market effective February 27, 2025 unless the Company timely requests an appeal of this determination before the Nasdaq Hearings Panel (the “Panel”) by February 25, 2025.
Added
On April 9, 2025, the Panel issued a decision that granted the Company’s request to continue its listing on Nasdaq based on the information presented. The Panel has determined to grant the Company’s request for an exception until June 30, 2025.
Added
On December 6, 2024, we received a letter (the “December 2024 Nasdaq Staff Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the last thirty (30) consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listing.
Added
If we do not maintain adequate internal control over financial reporting, investors could lose confidence in the accuracy of our periodic reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Added
Although we do not intend to rely on the “controlled company” exemption under the Nasdaq listing rules, we could elect to rely on this exemption in the future.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe audit committee holds regular meetings and receives periodic reports from management regarding risk management, including major financial risk exposures from cybersecurity threats or incidents. 21 Within management, the Group Chief Technology Officer of our business units are primarily responsible for assessing and managing our material risks from cybersecurity threats on a day-to-day basis and keep the senior executive officers informed on a regular basis of the identification, assessment, and management of cybersecurity risks and of any cybersecurity incidents.
Biggest changeWithin management, the Group Chief Technology Officer of our business units are primarily responsible for assessing and managing our material risks from cybersecurity threats on a day-to-day basis and keep the senior executive officers informed on a regular basis of the identification, assessment, and management of cybersecurity risks and of any cybersecurity incidents.
Such management personnel have prior experience and training in managing information systems and cybersecurity matters and participate in ongoing training programs. As of the date hereof, the Company has not encountered cybersecurity incidents that the company believes to have been material to the Company taken as a whole.
Such management personnel have prior experience and training in managing information systems and cybersecurity matters and participate in ongoing training programs. As of the date hereof, the Company has not encountered cybersecurity incidents that the company believes to have been material to the Company taken as a whole. 21
Added
The audit committee holds regular meetings and receives periodic reports from management regarding risk management, including major financial risk exposures from cybersecurity threats or incidents.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeLtd. 137 Market Street, #14-01/02, Grace Global Raffles, Singapore 048943 August 2, 2022 3 years from October 15, 2022 Singapore Lo Tjhan Kwong and Tina Kumalasari Widyatmadja 18 Marina Boulevard #43-09 Marina Bay Residences Singapore 018980 August 17, 2023 2 years from September 18, 2023 Vietnam Pls Investment Trading Company 5 th floor, PLS Building, 366 Nguyen Trai, Ward 8, District 5, Ho Chi Minh January 11, 2022 3 years from February 20, 2022 Vietnam Mvillage Joint Stock Company Room 104, 359/1 Le Van Sy, Ward 13, District 3, HCM City February 19, 2023 1 year from February 19, 2023 Vietnam Service And Office Rental Enterprise 9th floor ,Ford Thang Long building, 105 Lang Ha, Dong Da, Hanoi September 4, 2023 3 years from October 1, 2023 Philippines Averon Holdings Corporation 6780 Ayala Avenue Makati City 1226 Philippines February 22, 2022 2 years from March 16, 2022 Thailand Boutique Prakhanong 3 Ltd. unit 301, 3 rd floor, 7 Soi Sukhumvit 69, Sukhumvit Road, Prakhanong-Nua Sub district, Wattana District, Bangkok December 1, 2022 3 years from October 8, 2022 Thailand Boutique Prakhanong 3 Ltd. unit 302, 3 rd floor, 7 Soi Sukhumvit 69, Sukhumvit Road, Prakhanong-Nua Sub district, Wattana District, Bangkok April 21, 2023 3 years from April 30, 2023 Thailand Boutique Prakhanong 3 Ltd. unit 309, 3 rd floor, 7 Soi Sukhumvit 69, Sukhumvit Road, Prakhanong-Nua Sub district, Wattana District, Bangkok December 1, 2022 3 years from October 8, 2022 Indonesia PT Alfindo Mercu Estate AIA Central Lower Ground No.1, 28 th Floor, Jl.
Biggest changeLtd. 137 Market Street, #14-01/02, Grace Global Raffles, Singapore 048943 August 2, 2022 3 years from October 15, 2022 Vietnam Pls Investment Trading Company 5 th floor, PLS Building, 366 Nguyen Trai, Ward 8, District 5, Ho Chi Minh January 11, 2022 3 years from February 20, 2022 Vietnam Service And Office Rental Enterprise 9th floor ,Ford Thang Long building, 105 Lang Ha, Dong Da, Hanoi September 4, 2023 3 years from October 1, 2023 Philippines Averon Holdings Corporation 6780 Ayala Avenue Makati City 1226 Philippines February 22, 2022 2 years from March 16, 2022 Thailand Boutique Prakhanong 3 Ltd. unit 301, 3 rd floor, 7 Soi Sukhumvit 69, Sukhumvit Road, Prakhanong-Nua Sub district, Wattana District, Bangkok December 1, 2022 3 years from October 8, 2022 Thailand Boutique Prakhanong 3 Ltd. unit 302, 3 rd floor, 7 Soi Sukhumvit 69, Sukhumvit Road, Prakhanong-Nua Sub district, Wattana District, Bangkok April 21, 2023 3 years from April 30, 2023 Thailand Boutique Prakhanong 3 Ltd. unit 309, 3 rd floor, 7 Soi Sukhumvit 69, Sukhumvit Road, Prakhanong-Nua Sub district, Wattana District, Bangkok December 1, 2022 3 years from October 8, 2022 Indonesia PT Alfindo Mercu Estate AIA Central Lower Ground No.1, 28 th Floor, Jl.
Item 2. Properties. Our principal executive offices are located at 701 S. Carson Street, Suite 200, Carson City, NV 89701. As of December 31, 2023, the Company recorded the ROU asset and lease obligation of $1,411,226. We do not currently own any real estate. COUNTRY SUPPLIER LEASE DATE OF AGREEMENT TERM Singapore Morning Star Pte.
Item 2. Properties. Our principal executive offices are located at 701 S. Carson Street, Suite 200, Carson City, NV 89701. As of December 31, 2024, the Company recorded the ROU asset of $751,672 and lease obligation of $753,375. We do not currently own any real estate. COUNTRY SUPPLIER LEASE DATE OF AGREEMENT TERM Singapore Morning Star Pte.
Removed
Jend Sudirman Kav. 48A, Jakarta 12930 July 20, 2022 3 years from November 17, 2022 Indonesia Agustinus Prasetio The Residence Unit 38B, Ciputra World 1 Jakarta, Jl. Prof. DR. Satrio No.1, RT.18/RW.4, Kuningan, Jakarta Selatan, Daerah Khusus Ibukota Jakarta 12940 June 26, 2023 1 year from August 12, 2023
Added
Jend Sudirman Kav. 48A, Jakarta 12930 July 20, 2022 3 years from November 17, 2022

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeBoth of the employees are represented by the same counsel and filed their cases in the Supreme Court of the State of New York, County of New York, in December 2019. 22 In one of those actions, brought by Rahul Narain, a former employee claims entitlement to compensation and a bonus totaling $566,000 and 130-195 shares of Company common stock, together with costs.
Biggest changeIn one of those actions, brought by Rahul Narain, a former employee claims entitlement to compensation and a bonus totaling $566,000 and 130-195 shares of Company common stock, together with costs. For the 130 shares he contends were not delivered, he alleges damages of approximately $750,000.
Narain’s motion for partial summary judgment. Finally, the parties recently attempted to mediate their claims before the Appellate Division, First Department, however such efforts did not result in a settlement. The Company intends to continue to defend Mr. Narain’s claims vigorously. In the other employment action, brought by Thomas O’Connor, a former employee, and CVO Advisors Pte.
Narain’s motion for partial summary judgment. Finally, the parties recently attempted to mediate their claims before the Appellate Division, First Department, however such efforts did not result in a settlement. The Company intends to continue to defend Mr. Narain’s claims vigorously. 22 In the other employment action, brought by Thomas O’Connor, a former employee, and CVO Advisors Pte.
The Company is currently litigating three cases pending in the Supreme Court for the State of New York, New York County. Two cases are employment actions filed by former employees who seek compensation alleged to be due pursuant to agreements with the Company.
The Company is currently litigating three cases pending in the Supreme Court for the State of New York, New York County and one case pending in the United States District Court, Central District of California. Two cases are employment actions filed by former employees who seek compensation alleged to be due pursuant to agreements with the Company.
The ultimate outcome of any damages that may become payable if its defence is unsuccessful in whole or in part is not probable nor estimable at this time.
The Company disputes each claim in the above referenced matters and intends to defend the pending actions noted above. The ultimate outcome of any damages that may become payable if its defence is unsuccessful in whole or in part is not probable nor estimable at this time.
Removed
For the 130 shares he contends were not delivered, he alleges damages of approximately $750,000.
Added
Both of the employees are represented by the same counsel and filed their cases in the Supreme Court of the State of New York, County of New York, in December 2019.
Removed
Narain in this case were the same as the counterclaims asserted against Mr. Narain in his lawsuit against the Company. The Company disputes each claim in the above referenced matters and intends to defend the pending actions noted above.
Added
Narain in this case were the same as the counterclaims asserted against Mr. Narain in his lawsuit against the Company. The fourth case is a Petition to Confirm Arbitration Award filed by Yeah1 Group Corporation against Thoughtful (Thailand) Co., Ltd.; Adactive Media CA, Inc.; and others, seeking in excess of $705,537 for damages issued in a final arbitration award.
Added
The matter was filed on November 26, 2024, in the United States District Court, Central District of California, Case No. 2:24-cv-10254. The case is in initial stages and a responsive pleading to the petition is due by March 27, 2025. No Scheduling Order has been filed.
Added
Management received the Final Award from a corporate representative of one of the respondents of the Underlying Arbitration, in September 2024, and determined to record the judgement as liabilities of the Company, even though no judgment enforcement or collection procedure has been initiated in California or in Thailand.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock is trading on the Nasdaq Capital Market under the symbol “SOPA.” Holders As of March 31, 2024, there were 110 stockholders of record of our common stock.
Biggest changeItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock is trading on the Nasdaq Capital Market under the symbol “SOPA.” Holders As of March 31, 2025, there were 113 stockholders of record of our common stock.
Issuer Purchases of Equity Securities The Company did not repurchase any of its equity securities during the fourth quarter ended December 31, 2023. Item 6. [Reserved]
Issuer Purchases of Equity Securities The Company did not repurchase any of its equity securities during the fourth quarter ended December 31, 2024. Item 6. [Reserved]

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeYear Ended December 31, 2023 2022 Net cash used in operating activities $ (13,908,134 ) $ (14,453,759 ) Net cash (used in) provided by investing activities (340,246 ) 177,393 Net cash (used in) provided by financing activities (785,525 ) 10,182,905 Effect on exchange rate change (245,449 ) (167,980 ) Net change in cash and cash equivalents* (15,279,354 ) (4,261,441 ) Cash and cash equivalent* at beginning of year 19,003,336 23,264,777 Cash and cash equivalent* at end of year 3,723,982 19,003,336 * Cash and cash equivalent in statements of cash flows includes restricted cash Net Cash Used in Operating Activities For the year ended December 31, 2023, net cash used in operating activities was $13,908,134, which consisted primarily of a net loss of $18,098,918, gain from early lease termination of $1,064, gain on disposal of plant and equipment $1,438, waiver of loan payable of $192,716, deferred tax assets of $149,858, accounts receivable of $167,307, contract assets of $227,058, contract liabilities of $260,518, accruals and other payables of $2,522,661 and operating lease liabilities of $643,043 partially offset by bad debts of $2,189, depreciation and amortization of $1,271,473, written-off of plant and equipment of $386,160, written-off intangible assets of $276,000, treasury stock of $145,000, stock-based compensation for services of $3,969,392, inventories of $550,674, deposits, prepayments and other receivables of $592,899, accounts payables of $412,847, advances to related parties of $180,305 and right of use assets of $569,508, respectively.
Biggest changeFor the year ended December 31, 2023, net cash used in operating activities was $13,908,134, which consists of a net loss of $18,098,918, gain from early lease termination of $1,064, gain on disposal of plant and equipment $1,438, waiver of loan payable of $192,716, deferred tax assets of $149,858, accounts receivable of $167,307, contract assets of $227,058, contract liabilities of $260,518, accruals and other payables of $2,522,661 and operating lease liabilities of $643,043 partially offset by bad debts of $2,189, depreciation and amortization of $1,271,473, write-off of plant and equipment of $386,160, write-off of intangible assets of $276,000, treasury stock of $145,000, stock-based compensation for services of $3,969,392, inventories of $550,674, deposits, prepayments and other receivables of $592,899, accounts payables of $412,847, advances to related parties of $180,305 and right of use assets of $569,508. 29 Until we generate cash flows from operations, we expect to continue to rely on cash generated through financing from public offerings or private offerings by the Company or one or more of our subsidiaries’ securities, however, to finance our operations and future acquisitions.
Grocery and food delivery consists of online grocery under brand name “Pushkart” and food delivery service under brand name “Handycart” and “Mangan” as follows: Customers place order for groceries and take-out food through our online platforms of “Pushkart”, “Mangan” and “Handcart” respectively.
Grocery and food delivery consists of online grocery under brand name “Pushkart” and food delivery service under brand name “Handycart” as follows: Customers place order for groceries and take-out food through our online platforms of “Pushkart”, “Mangan” and “Handcart” respectively.
To date, product allowance and returns have been minimal and, based on its experience, the Company believes that returns of its products will continue to be minimal, although it looks at this issue every quarter to continue to support its assertion. ● Income tax The Company adopted the ASC 740 Income Tax provisions, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the condensed consolidated financial statements.
To date, product allowance and returns have been minimal and, based on its experience, the Company believes that returns of its products will continue to be minimal, although it looks at this issue every quarter to continue to support its assertion. ● Income tax The Company adopted the ASC 740 Income Tax provisions, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements.
The tax benefits recognized in the condensed consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.
The tax benefits recognized in the consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.
Section 107 of the JOBS Act provides that our decision to opt out of such extended transition period for compliance with new or revised accounting standards is irrevocable. ● Use of estimates and assumptions In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the years reported.
Section 107 of the JOBS Act provides that our decision to opt out of such extended transition period for compliance with new or revised accounting standards is irrevocable. 30 ● Use of estimates and assumptions In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the years reported.
Since the Company has prepaid expenses categorized as both current and non-current assets, the benefits associated with the products or services are considered current assets if they are expected to be used during the next twelve months and are considered non-current assets if they are expected to be used over a period greater than one year. ● Property, plant and equipment Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any.
Since the Company has prepaid expenses categorized as both current and non-current assets, the benefits associated with the products or services are considered current assets if they are expected to be used during the next twelve months and are considered non-current assets if they are expected to be used over a period greater than one year. ● Plant and equipment Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any.
All other warrants are recorded at the grant date fair value as an expense over the requisite service period, or at the date of issuance if the warrants vest immediately, with corresponding credits to additional paid-in capital. ● Related parties The Company follows ASC 850-10, Related Party Disclosures (“ASC 850”) for the identification of related parties and the disclosure of related party transactions.
All other warrants are recorded at the grant date fair value as an expense over the requisite service period, or at the date of issuance if the warrants vest immediately, with corresponding credits to additional paid-in capital. 41 ● Related parties The Company follows ASC 850-10, Related Party Disclosures (“ASC 850”) for the identification of related parties and the disclosure of related party transactions.
This comprehensive income is not included in the computation of income tax expense or benefit. 40 ● Earning per share Basic per share amounts are calculated using the weighted average shares outstanding during the year, excluding unvested restricted stock units. The Company uses the treasury stock method to determine the dilutive effect of stock options and other dilutive instruments.
This comprehensive income is not included in the computation of income tax expense or benefit. ● Earning per share Basic per share amounts are calculated using the weighted average shares outstanding during the year, excluding unvested restricted stock units. The Company uses the treasury stock method to determine the dilutive effect of stock options and other dilutive instruments.
Costs incurred by the Company between completion of the working model and the point at which the product is ready for general release have, to date, been immaterial and have been expensed as incurred. 37 ● Cost of revenue Cost of revenue under online ordering consist of the cost of merchandizes ordered by the consumers and the related shipping and handling costs, which are directly attributable to the sales of online ordering.
Costs incurred by the Company between completion of the working model and the point at which the product is ready for general release have, to date, been immaterial and have been expensed as incurred. ● Cost of sales Cost of revenue under online ordering consist of the cost of merchandizes ordered by the consumers and the related shipping and handling costs, which are directly attributable to the sales of online ordering.
In addition, we may, in the future, utilize third parties for our automated testing, managed upgrades, software development and other technology services. Intellectual Property Portfolio We strive to protect and enhance the proprietary technology and inventions that are commercially important to our business, including seeking, maintaining and defending patent rights.
In addition, we may, in the future, utilize third parties for our automated testing, managed upgrades, software development and other technology services. 26 Intellectual Property Portfolio We strive to protect and enhance the proprietary technology and inventions that are commercially important to our business, including seeking, maintaining and defending patent rights.
Such revenue is recognized at over time, for the amount the Company is entitled to receive, as and when the marketing services are provided and completed. Marketing services from social media platforms (“platform revenue”) The Company also derives its advertising revenue generated from its channel pages and posts on social media platforms, such as YouTube by monetizing its contents.
Such revenue is recognized at over time, for the amount the Company is entitled to receive, as and when the marketing services are provided and completed. 35 Marketing services from social media platforms (“platform revenue”) The Company also derives its advertising revenue generated from its channel pages and posts on social media platforms, such as YouTube by monetizing its contents.
A write-down of the carrying value of goodwill could result in a non-cash charge, which could have an adverse effect on the Company’s results of operations. 31 ● Noncontrolling interest The Company accounts for noncontrolling interests in accordance with ASC Topic 810, which requires the Company to present noncontrolling interests as a separate component of total shareholders’ equity on the consolidated balance sheets and the consolidated net loss attributable to its noncontrolling interest be clearly identified and presented on the face of the consolidated statements of operations and comprehensive loss. ● Segment reporting ASC Topic 280, Segment Reporting (“Topic 280”) establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in consolidated financial statements.
A write-down of the carrying value of goodwill could result in a non-cash charge, which could have an adverse effect on the Company’s results of operations. ● Noncontrolling interest The Company accounts for noncontrolling interests in accordance with ASC Topic 810, which requires the Company to present noncontrolling interests as a separate component of total shareholders’ equity (deficit) on the consolidated balance sheets and the consolidated net loss attributable to its noncontrolling interest be clearly identified and presented on the face of the consolidated statements of operations and comprehensive loss. ● Segment reporting ASC Topic 280, Segment Reporting (“Topic 280”) establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in consolidated financial statements.
The Company presents revenues from such transactions on a gross basis in the statements of income and comprehensive income as the Company, generally, control the service provided by the travel supplier to the traveler. 36 Ancillary services Ancillary revenues comprise primarily of the insurance commission and refund margin.
The Company presents revenues from such transactions on a gross basis in the statements of income and comprehensive income as the Company, generally, control the service provided by the travel supplier to the traveler. Ancillary services Ancillary revenues comprise primarily of the insurance commission and refund margin.
Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying consolidated statements of changes in shareholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation.
Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying consolidated statements of changes in shareholders’ equity (deficit), consists of changes in unrealized gains and losses on foreign currency translation.
We intend to work closely with our customers to continuously enhance the performance, functionality, usability, reliability and flexibility of our applications. 26 Our software and development team are responsible for the design enhancements, development, testing and certification of the Application.
We intend to work closely with our customers to continuously enhance the performance, functionality, usability, reliability and flexibility of our applications. Our software and development team are responsible for the design enhancements, development, testing and certification of the Application.
The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of ASC Topic 740, nor did it record any uncertain tax positions for the years ended December 31, 2023, and 2022. 38 The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards.
The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of ASC Topic 740, nor did it record any uncertain tax positions for the years ended December 31, 2024, and 2023. 38 The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards.
Currently, the Company does not have any off-balance-sheet credit exposure related to its customers, and as of both December 31, 2023 and 2022, there was no need for allowance for doubtful accounts. ● Inventories Inventories are stated at the lower of cost or net realizable value, cost being determined on a first-in-first-out method.
Currently, the Company does not have any off-balance-sheet credit exposure related to its customers, and as of both December 31, 2024 and 2023, there was no need for allowance for doubtful accounts. ● Inventories Inventories are stated at the lower of cost or net realizable value, cost being determined on a first-in-first-out method.
The Company presents revenues from such transactions on a net basis in the statements of income as the Company, generally, does not control the service provided by the travel supplier to the traveler and does not assume inventory risk for canceled ticketing reservations. 100% of the Company’s ticketing services revenues were recognized on a net basis, as an agent, during the years ended December 31, 2023 and 2022.
The Company presents revenues from such transactions on a net basis in the statements of income as the Company, generally, does not control the service provided by the travel supplier to the traveler and does not assume inventory risk for canceled ticketing reservations. 100% of the Company’s ticketing services revenues were recognized on a net basis, as an agent, during the years ended December 31, 2023 and 2024.
Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made. ● Foreign currencies translation and transactions The reporting currency of the Company is the United States Dollar (“US$”) and the accompanying consolidated unaudited condensed financial statements have been expressed in US$s.
Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made. ● Foreign currencies translation and transactions The reporting currency of the Company is the United States Dollar (“US$”) and the accompanying consolidated financial statements have been expressed in US$s.
Costs include hardware equipment and peripheral costs which are purchased from the Company’s suppliers as merchandized goods. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand. During the years ended December 31, 2023 and 2022, the Company recorded an allowance for obsolete inventories of $0 and $0, respectively.
Costs include hardware equipment and peripheral costs which are purchased from the Company’s suppliers as merchandized goods. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand. During the years ended December 31, 2024 and 2023, the Company recorded an allowance for obsolete inventories of $0 and $0, respectively.
When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. ● Impairment of long-lived assets In accordance with the provisions of ASC Topic 360, “ Impairment or Disposal of Long-Lived Assets ”, all long-lived assets such as plant and equipment and intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. ● Impairment of long-lived assets In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as plant and equipment and intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
For the years ended December 31, 2023 and 2022, diluted weighted-average common shares outstanding is equal to basic weighted-average common shares, due to the Company’s net loss position. Hence, no common stock equivalents were included in the computation of diluted net loss per share since such inclusion would have been antidilutive.
For the years ended December 31, 2024 and 2023, diluted weighted-average common shares outstanding is equal to basic weighted-average common shares, due to the Company’s net loss position. Hence, no common stock equivalents were included in the computation of diluted net loss per share since such inclusion would have been antidilutive.
ASU 2023-07 expands disclosures about a public entity’s reportable segments and requires more enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources.
ASU 2023-07 expands disclosures about a public entity’s reportable segments and required more enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources.
As of December 31, 2023, those shares issued and stock options granted for service compensation, vest 180 days after the grant date, and therefore these amounts are thus recognized as expense during the years ended December 31, 2023, and 2022.
As of December 31, 2024, those shares issued and stock options granted for service compensation, vest 180 days after the grant date, and therefore these amounts are thus recognized as expense during the years ended December 31, 2024, and 2023.
Based upon historical sales trends and warranties provided by the Company’s suppliers, the Company has concluded that no warranty liability is required as of December 31, 2023 and 2022.
Based upon historical sales trends and warranties provided by the Company’s suppliers, the Company has concluded that no warranty liability is required as of December 31, 2024 and 2023.
As of December 31, 2023 and 2022, the Company recorded the right of use asset of $1,407,956 and $1,537,670, respectively. ● Retirement plan costs Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying consolidated statements of operation as the related employee service is provided. ● Share-based compensation The Company follows ASC Topic 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all share-based payment awards (employee and non-employee), at grant-date fair value of the equity instruments that an entity is obligated to issue.
As of December 31, 2024 and 2023, the Company recorded the right of use asset of $751,672 and $1,407,956, respectively. ● Retirement plan costs Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying consolidated statements of operation as the related employee service is provided. ● Share-based compensation The Company follows ASC Topic 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all share-based payment awards (employee and non-employee), at grant-date fair value of the equity instruments that an entity is obligated to issue.
The Company’s contract liabilities balance was $1,265,753 and $1,405,090 on December 31, 2023 and 2022, respectively. ● Software development costs In accordance with the relevant FASB accounting guidance regarding the development of software to be sold, leased, or marketed, the Company expenses such costs as they are incurred until technological feasibility has been established, at and after which time these costs are capitalized until the product is available for general release to customers.
The Company’s contract liabilities balance was $1,426,901 and $1,265,753 on December 31, 2024 and 2023, respectively. ● Software development costs In accordance with the relevant FASB accounting guidance regarding the development of software to be sold, leased, or marketed, the Company expenses such costs as they are incurred until technological feasibility has been established, at and after which time these costs are capitalized until the product is available for general release to customers.
Revenue from air ticketing services, air ticket commission, hotel reservation and refund margin are substantially recognized at a point of time when the performance obligations that are satisfied. These revenues cover B2B and B2C sales channel segments.
Revenue from air ticketing services, air ticket commission, hotel reservation and ancillary services including insurance commissions and refund margin are substantially recognized at a point of time when the performance obligations that are satisfied. These revenues cover B2B and B2C sales channel segments .
During the years ended December 31, 2023 and 2022, the Company generated revenue of $98,004 and $150,999, respectively, from this stream. As a telecommunication reseller we provide local mobile data and overseas internet data plans under the brand name of “Gorilla,” which is a group of company we acquired in May 2022.
During the years ended December 31, 2024 and 2023, the Company generated revenue of $0 and $98,004, respectively, from this stream. 34 As a telecommunication reseller we provide local mobile data and overseas internet data plans under the brand name of “Gorilla,” which is a group of company we acquired in May 2022.
Thoughtful Media’s data-rich multi-channel network has uploaded over 675,000 videos with over 80 billion video views. The current network of 263 YouTube channels has onboarded over 85 million subscribers with an average monthly viewership of over 600 million views.
Thoughtful Media’s data-rich multi-channel network has uploaded over 675,000 videos with over 80 billion video views. The current network of 248 YouTube channels has onboarded over 251 million subscribers with an average monthly viewership of over 600 million views.
The Company currently operates in four reportable operating segments: (i) Online Grocery and Food and Groceries Deliveries, (ii) Digital marketing, (iii) Online ticketing and reservation, (iv) Telecommunications Reseller, (v) e-Commerce, and (vi) Merchant Point of Sale (“merchant POS”). ● Cash and cash equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.
The Company currently operates in six reportable operating segments: (i) Online Grocery and Food and Groceries Deliveries, (ii) Digital marketing, (iii) Online ticketing and reservation, (iv) Telecommunications Reseller, (v) e-Commerce, and (vi) Corporate. ● Cash and cash equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.
As of December 31, 2023 and 2022, the restricted cash amounted to $95,312 and $72,350, respectively. ● Accounts receivable Accounts receivables are recorded at the amounts that are invoiced to customers, do not bear interest, and are due within contractual payment terms, generally 30 to 90-days from completion of service or the delivery of a product.
As of December 31, 2024 and 2023, the restricted cash amounted to $53,900 and $95,312, respectively. 31 ● Accounts receivable Accounts receivables are recorded at the amounts that are invoiced to customers, do not bear interest, and are due within contractual payment terms, generally 30 to 90-days from completion of service or the delivery of a product.
Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from the translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income (loss) within the unaudited condensed statements of changes in shareholder’s equity.
Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from the translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive loss within the consolidated statements of changes in shareholder’s equity (deficit).
Net Cash (Used In) Provided by Investing Activities For the year ended December 31, 2023, there was net cash outflow of $340,246 primarily consisted of purchase of property, plant and equipment of $219,214, purchase of intangible assets of $143,771, acquisition of subsidiary of $10,000, partially offset by cash received from business acquisition of $32,739.
For the year ended December 31, 2023, there was net cash outflow of $340,246 primarily consisted of purchase of plant and equipment of $219,214, purchase of intangible assets of $143,771, acquisition of subsidiary of $10,000, partially offset by cash received from business acquisition of $32,739.
The inventories amounted to $431,483 and $310,932 at December 31, 2023 and 2022, respectively. 32 ● Prepaid expenses Prepaid expenses represent payments made in advance for products or services to be received in the future and are amortized to expense on a ratable basis over the future period to be benefitted by that expense.
The inventories amounted to $157,734 and $431,483 at December 31, 2024 and 2023, respectively. ● Prepaid expenses Prepaid expenses represent payments made in advance for products or services to be received in the future and are amortized to expense on a ratable basis over the future period to be benefitted by that expense.
Pursuant to ASC 850, the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under ASC 825, Financial Instruments , to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. 42 The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business.
Pursuant to ASC 850, the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under ASC 825, Financial Instruments, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
Advertising expense was $577,931 and $997,784 for the years ended December 31, 2023 and 2022, respectively. ● Product warranties The Company’s provision for estimated future warranty costs is based upon the historical relationship of warranty claims to sales.
Advertising expense was $341,461 and $577,931 for the years ended December 31, 2024 and 2023, respectively. ● Product warranties The Company’s provision for estimated future warranty costs is based upon the historical relationship of warranty claims to sales.
Vietnam revenue decreased from $2,186,007 to $1,256,972 mainly due to revenue decrease in e-Commerce online ordering business segment. The rest of other geographic segment in the Philippines, Singapore and Malaysia has remained consistent.
Vietnam revenue decreased from $1,256,972 to $634,190 mainly due to revenue decreased in e-Commerce online ordering business segment. The rest of other geographic segment in the Philippines, Singapore and Malaysia has remained consistent.
Cost of revenue under digital marketing consist of the cost of primary digital marketing service, which are directly attributable to the sales of digital marketing. ● Shipping and handling costs No shipping and handling costs are associated with the distribution of the products to the customers since those costs are borne by the Company’s suppliers or distributors for our merchant POS business.
Cost of revenue related to our telecommunication data reseller segment consist of the cost of the primary telecommunication service, which are directly attributable to the sales of telecommunication data Cost of revenue under digital marketing consist of the cost of primary digital marketing service, which are directly attributable to the sales of digital marketing. ● Shipping and handling costs No shipping and handling costs are associated with the distribution of the products to the customers since those costs are borne by the Company’s suppliers or distributors for our corporate business.
As of December 31, 2023 and 2022, the cash and cash equivalents excluded restricted cash amounted to $3,628,670 and $18,930,986, respectively. The Company currently has bank deposits with financial institutions in the U.S. which exceed FDIC insurance limits.
As of December 31, 2024 and 2023, the cash and cash equivalents excluded restricted cash amounted to $7,630,079 and $3,628,670, respectively. The Company currently has bank deposits with financial institutions in the U.S. which exceed FDIC insurance limits.
The Company records its revenues, net of value added taxes (“VAT”), which is levied at the rate of 10% on the invoiced value of sales. 35 During the years ended December 31, 2023 and 2022, the Company generated revenue of $5,966,611 and $2,593,674, respectively, from this stream.
The Company records its revenues, net of value added taxes (“VAT”), which is levied at the rate of 10% on the invoiced value of sales. During the years ended December 31, 2024 and 2023, the Company generated revenue of $6,173,970 and $5,966,611, respectively, from this stream.
The Company also expenses website costs as incurred. Research and development expenditures arising from the development of the Company’s own software are charged to operations as incurred. For the years ended December 31, 2023, and 2022, software development costs were $55,645 and $72,999, respectively.
The Company also expenses website costs as incurred. 37 Research and development expenditures arising from the development of the Company’s own software are charged to operations as incurred. For the year ended December 31, 2024, and 2023, software development costs were $54,644 and $55,645, respectively.
Cost of Revenue . For the years ended December 31, 2023 and 2022, we incurred cost of revenue of $5,701,645 and $4,668,580 respectively. The increase in cost of revenue was in line with increase in each revenue, and with better performance in digital marketing, averaging the lower increase in overall cost of revenue.
Cost of Revenue . For the years ended December 31, 2024 and 2023, we incurred cost of revenue of $5,242,216 and $5,701,645 respectively. The movement in cost of revenue was in line with the decrease in each revenue, and with better performance in digital marketing, averaging the lower increase in overall cost of revenue.
FDIC insurance provides protection for bank deposits up to $250,000, so there were uninsured balance of $83,152 and $9,256,175 as of December 31, 2023 and 2022, respectively. In addition, the Company has uninsured bank deposits of $3,262,161 and $9,047,911 with a financial institution outside the U.S as of December 31, 2023 and 2022, respectively.
FDIC insurance provides protection for bank deposits up to $250,000, so there were uninsured balance of $56,430 and $83,152 as of December 31, 2024 and 2023, respectively. In addition, the Company has uninsured bank deposits of $7,330,486 and $3,262,161 with a financial institution outside the U.S as of December 31, 2024 and 2023, respectively.
Digital marketing and online ticketing and reservations increased as results covered only six months and seven months respectively in year 2022. Online ordering including e-commerce and online F&B and groceries delivery decreased as a result of stronger competition from big market players and mature of direct online platform from various sellers. 27 Revenue by geographic segment.
Digital marketing and online ticketing and reservations increased as results of business expansion. Online ticketing and reservation, ordering including e-commerce and online F&B and groceries delivery decreased as a result of stronger competition from big market players and mature of direct online platform from various sellers. 27 Revenue by geographic segment.
Schedule of Foreign currencies translation and transactions: Translation of amounts from SGD into US$ has been made at the following exchange rates for the years ended December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Year-end SGD$:US$ exchange rate $ 0.7575 $ 0.7450 Year average SGD$:US$ exchange rate $ 0.7445 $ 0.7254 Translation of amounts from VND into US$ has been made at the following exchange rates for the years December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Year-end VND$:US$ exchange rate $ 0.000041 $ 0.000042 Year average VND$:US$ exchange rate $ 0.000042 $ 0.000043 39 Translation of amounts from INR into US$ has been made at the following exchange rates for the years ended December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Year-end INR$:US$ exchange rate $ 0.0120 $ 0.0121 Year average INR$:US$ exchange rate $ 0.0121 $ 0.0127 Translation of amounts from PHP into US$ has been made at the following exchange rates for the years ended December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Year-end PHP:US$ exchange rate $ 0.0180 $ 0.0179 Year average PHP:US$ exchange rate $ 0.0180 $ 0.0184 Translation of amounts from THB into US$ has been made at the following exchange rates for the years ended December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Year-end THB:US$ exchange rate $ 0.0290 $ 0.0288 Year average THB:US$ exchange rate $ 0.0287 $ 0.0286 Translation of amounts from MYR into US$ has been made at the following exchange rates for the years ended December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Year-end MYR:US$ exchange rate $ 0.2175 $ 0.2265 Year average MYR:US$ exchange rate $ 0.2193 $ 0.2275 Translation of amounts from IDR into US$ has been made at the following exchange rates for the years ended December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Year-end IDR:US$ exchange rate $ 0.000065 $ 0.000064 Year average IDR:US$ exchange rate $ 0.000066 $ 0.000067 Translation gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are translated, as the case may be, at the rate on the date of the transaction and included in the results of operations as incurred. ● Comprehensive income ASC Topic 220, “ Comprehensive Income ”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances.
Schedule of Foreign currencies translation and transactions: Translation of amounts from SGD into US$ has been made at the following exchange rates for the years ended December 31, 2024 and 2023: December 31, 2024 December 31, 2023 Year-end SGD$:US$ exchange rate $ 0.7338 $ 0.7575 Year average SGD$:US$ exchange rate $ 0.7484 $ 0.7445 Translation of amounts from VND into US$ has been made at the following exchange rates for the years December 31, 2024 and 2023: December 31, 2024 December 31, 2023 Year-end VND$:US$ exchange rate $ 0.000039 $ 0.000041 Year average VND$:US$ exchange rate $ 0.000040 $ 0.000042 Translation of amounts from INR into US$ has been made at the following exchange rates for the years ended December 31, 2024 and 2023: December 31, 2024 December 31, 2023 Year-end INR$:US$ exchange rate $ 0.0117 $ 0.0120 Year average INR$:US$ exchange rate $ 0.0120 $ 0.0121 Translation of amounts from PHP into US$ has been made at the following exchange rates for the years ended December 31, 2024 and 2023: December 31, 2024 December 31, 2023 Year-end PHP:US$ exchange rate $ 0.0172 $ 0.0180 Year average PHP:US$ exchange rate $ 0.0174 $ 0.0180 39 Translation of amounts from THB into US$ has been made at the following exchange rates for the years ended December 31, 2024 and 2023: December 31, 2024 December 31, 2023 Year-end THB:US$ exchange rate $ 0.0291 $ 0.0290 Year average THB:US$ exchange rate $ 0.0284 $ 0.0287 Translation of amounts from MYR into US$ has been made at the following exchange rates for the years ended December 31, 2024 and 2023: December 31, 2024 December 31, 2023 Year-end MYR:US$ exchange rate $ 0.2236 $ 0.2175 Year average MYR:US$ exchange rate $ 0.2188 $ 0.2193 Translation of amounts from IDR into US$ has been made at the following exchange rates for the years ended December 31, 2024 and 2023: December 31, 2024 December 31, 2023 Year-end IDR:US$ exchange rate $ 0.000062 $ 0.000065 Year average IDR:US$ exchange rate $ 0.000063 $ 0.000066 Translation gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are translated, as the case may be, at the rate on the date of the transaction and included in the results of operations as incurred. ● Comprehensive income ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances.
The decrease in S&M is primarily attributable to the decreased in sales activities and the related marketing cost control throughout all business segments. Software Development Cost (“SDC”) . For the years ended December 31, 2023 and 2022, we incurred SDC expenses of $55,645 and $72,999, respectively.
For the years ended December 31, 2024 and 2023, we have incurred S&M expenses of $341,461 and $577,931, respectively. The decrease in S&M is primarily attributable to the decreased in sales activities and the related marketing cost control throughout all business segments. Software Development Cost (“SDC”) .
The Company presents revenues from such transactions on a net basis in the statements of income and comprehensive income as the Company, generally, does not control the service provided by the travel supplier to the traveler and does not assume inventory risk for canceled hotel reservations.
The Company presents revenues from ancillary service transactions on a net basis in the statements of income and comprehensive income as the Company, generally, does not control the service provided by the insurance supplier and travel supplier to the traveler.
Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data.
Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Lease expense for lease payments is recognized on a straight-line basis over the lease term. 41 In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.).
In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.).
During the years ended December 31, 2023 and 2022, the Company generated revenue of $414,120 and $2,118,191, respectively, in the Lifestyle sector.
During the years ended December 31, 2024 and 2023, the Company generated revenue of $34,808 and $414,120, respectively, in the Lifestyle sector.
Net Cash (Used In) Provided by Financing Activities For the year ended December 31, 2023, net cash used in financing activities was $785,525, consisting of fund used in share buyback.
Net Cash Provided by (Used In) Financing Activities For the year ended December 31, 2024, net cash provided by financing activities was $1,476,971, consisting of net cash inflow from resale of treasury stock. For the year ended December 31, 2023, net cash used in financing activities was $785,525, consisting of fund used in share buyback.
There were contract assets balance was $247,368 and $20,310 on December 31, 2023 and 2022, respectively.
There were contract assets balance was $333,188 and $247,368 on December 31, 2024 and 2023, respectively.
For the years ended December 31, 2023 and 2022, digital marketing generated revenue of $5,966,611 and $2,593,674 respectively, online ticketing and reservations generate revenue of $1,606,800 and $724,991 respectively, online ordering including e-commerce and online F&B and groceries delivery generated revenue of $512,124 and $2,269,190 respectively, software subscription including POS Merchant and online hotel service software generated revenue of $62,082 and $23,801 respectively, and telecommunication reseller generated revenue of $24,018 and $23,747 respectively.
For the years ended December 31, 2024 and 2023, digital marketing generated revenue of $6,173,970 and $5,966,611 respectively, online ticketing and reservations generate revenue of $885,017 and $1,606,800 respectively, online ordering including e-commerce and online F&B and groceries delivery generated revenue of $34,808 and $512,124 respectively, software subscription including POS Merchant and online hotel service software generated revenue of $6,837 and $62,082 respectively, and telecommunication reseller generated revenue of $4,898 and $24,018 respectively.
From the year ended December 31, 2022 to December 31, 2023, United States revenue increased from $2,310,933 to $3,936,733 and Thailand revenue increased from $225,172 to $1,083,080 both arise from digital marketing segment. Indonesia revenue increased from $443,147 to $1,235,834 arise from online ticketing and reservation business segment.
From the year ended December 31, 2023 to December 31, 2024, United States revenue decreased from $3,936,733 to $3,506,052 and Thailand revenue increased from $1,083,080 to $1,463,055 both from digital marketing segment. Indonesia revenue decreased from $1,235,834 to $892,210 from online ticketing and reservation business segment.
As a result of the rewards points, the company also recognize revenue from Rewards Point redemption for subscription fees offset, voucher redemption, extra data purchases, that the customer chooses to use via our online platform. 34 Overseas internet data plan – a customer will place order for their desired overseas internet data plan through either the “Gorilla” online platform or third-party partner platforms.
As a result of the rewards points, the company also recognize revenue from Rewards Point redemption for subscription fees offset, voucher redemption, extra data purchases, that the customer chooses to use via our online platform.
The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.
The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
The net loss decreased primarily attributable to improvement in gross profit and decrease in general and administrative expenses. Liquidity and Capital Resources As of December 31, 2023, we had cash and cash equivalents of $3,628,670, accounts receivable of $1,338,170, deposits, prepayments and other receivables of $2,207,774 and inventories of $431,483, contract assets of $247,368.
As of December 31, 2023, we had cash and cash equivalents of $3,628,670, accounts receivable of $1,338,170, deposits, prepayments and other receivables of $2,207,774, inventories of $431,483 and contract assets of $247,368.
There can be no assurance that the Nasdaq staff would grant the Company’s request for continued if it does not comply with the Nasdaq Listing Rules 30 Critical Accounting Policies and Estimate ● Basis of presentation These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). ● Emerging Growth Company We are an “emerging growth company” under the JOBS Act.
Critical Accounting Policies and Estimate ● Basis of presentation These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). ● Emerging Growth Company We are an “emerging growth company” under the JOBS Act.
Operating in SEA, we are focused on certain operating verticals: loyalty, lifestyle, telecommunications, digital media, and travel. We scaled back our operations in the food and beverage delivery market in 2023. Loyalty The Company spent over two years building a cutting edge, proprietary IT architecture to effectively scale and support our ecosystem’s companies, consumers and merchants.
We operate certain verticals in SEA: loyalty, lifestyle, telecommunications, digital media, and travel as we try to create the next generation digital ecosystem and loyalty platform. Loyalty The Company spent over two years building a cutting edge, proprietary IT architecture to effectively scale and support our ecosystem’s companies, consumers and merchants.
During the years ended December 31, 2023 and 2022, the Company generated revenue of $1,606,800 and $724,991, respectively, from this stream.
During the years ended December 31, 2024 and 2023, the Company generated revenue of $891,854 and $1,616,687, respectively, from this stream.
For the years ended December 31, 2023 and 2022, we incurred G&A expenses of $19,796,832 and $30,552,365, respectively. The decrease in G&A is primarily attributable to the decrease in professional costs associated with costs related to business acquisitions, stock-based compensation for services, and D&O insurance costs. Income Tax Expense .
The decrease in G&A is primarily attributable to the decrease in professional costs associated with costs related to business acquisitions, stock-based compensation for services, D&O insurance costs and staff costs. Other (income) expense . Net total other expenses for the years ended December 31, 2024 and 2023 was $835,426 and $113,185, respectively.
Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.
ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.
The Company has reviewed ASU 2022-03 and does not expect that it will affect the Company. In November 2023, the FASB issued ASU No 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”).
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”).
For the years ended December 31, 2023 and 2022, we generated revenue of $8,171,635 and $5,635,553 respectively. The revenue increase mainly from the sales of digital marketing and online ticketing and reservation. Revenue by business segment.
For the years ended December 31, 2024 and 2023, we generated revenue of $7,105,530 and $8,171,635 respectively. The revenue decreased $1,066,105 mainly from the sales of online ticketing and reservation of $721,783 and online ordering of $477,316. Revenue by business segment.
On May 25, 2023, we received a letter (the “Nasdaq Staff Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the last thirty (30) consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listing In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days to regain compliance.
On December 6, 2024, we received a letter (the “December 2024 Nasdaq Staff Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the last thirty (30) consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listing.
Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in the consolidated balance sheets. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.
Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in the consolidated balance sheets.
Financial Condition Results of Operations The following table sets forth certain operational data for the years ended December 31, 2023 and 2022: YEARS ENDED DECEMBER 31, 2023 2022 Revenue, net $ 8,171,635 $ 5,635,553 Cost of revenue $ (5,701,645 ) $ (4,668,580 ) Gross income $ 2,469,990 $ 966,973 Less operating expenses: Sales and marketing expenses $ (577,931 ) $ (997,784 ) Software development costs $ (55,645 ) $ (72,999 ) Impairment loss $ — $ (7,499,881 ) General and administrative expenses $ (19,796,832 ) $ (30,552,365 ) Total operating expenses $ (20,430,408 ) $ (35,123,029 ) Loss from operations $ (17,960,418 ) $ (34,156,056 ) Other income (expense): Dividend income $ 7,638 $ 2,442 Gain from early lease termination $ 1,064 $ 2,166 Interest income $ 160,702 $ 84,116 Interest expense $ (235 ) $ (25,105 ) Gain (loss) on disposal of plant and equipment $ 1,438 (19,964 ) Waiver of loan payable $ 192,716 $ — Written-off of intangible assets $ (276,000 ) $ — Written-off of plant and equipment (386,160 ) — Other income $ 185,652 $ 101,010 Total other income (expense) $ (113,185 ) $ 144,665 Loss before income taxes $ (18,073,603 ) $ (34,011,391 ) Income taxes $ (25,315 ) $ (3,631 ) NET LOSS $ (18,098,918 ) $ (34,015,022 ) Revenue .
Financial Condition Results of Operations The following table sets forth certain operational data for the years ended December 31, 2024 and 2023: YEARS ENDED DECEMBER 31, 2024 2023 Revenue, net $ 7,105,530 $ 8,171,635 Cost of revenue (5,242,616 ) (5,701,645 ) Gross income 1,862,914 2,469,990 Less operating expenses: Sales and marketing expenses (341,461 ) (577,931 ) Software development costs (54,644 ) (55,645 ) General and administrative expenses (10,788,141 ) (19,796,832 ) Total operating expenses (11,184,246 ) (20,430,408 ) Loss from operations (9,321,332 ) (17,960,418 ) Other income (expense): JV income — 7,638 Gain from early lease termination — 1,064 Gain on disposal of plant and equipment 205 1,438 Impairment loss on goodwill (6,348 ) — Impairment loss on intangible assets (135,000 ) (276,000 ) Interest income 13,447 160,702 Interest expense (152,144 ) (235 ) Loss on disposal of a subsidiary (75 ) — Provision for loss on litigation settlement (818,352 ) — Waiver of loan payable 43,835 192,716 Write-off of plant and equipment (75,894 ) (386,160 ) Other income 294,900 185,652 Net total other expense (835,426 ) (113,185 ) Loss before income taxes (10,156,758 ) (18,073,603 ) Income taxes (80,539 ) (25,315 ) NET LOSS $ (10,237,297 ) $ (18,098,918 ) Revenue .
Major vendors For the year ended December 31, 2023, the following vendor exceeded 10% of the Company’s cost of revenue. Year ended December 31, 2023 December 31, 2023 Vendor Purchases Percentage of purchases Accounts payable Vendor A 1,027,237 18.02 % 111,447 The above significant vendor is located in Thailand.
Top Vendors Cost of Revenue for the years ended December 31, 2024 and 2023 For the years ended December 31, 2024 and 2023, the vendors who accounts for 10% or more of the Company’s cost of sales and its outstanding payable balance as at year-end date, are presented as follows: Year ended December 31, 2024 December 31, 2024 Vendors Purchases Percentage of purchases Accounts payable Vendor A $ 1,018,846 19.43 % $ 85,745 Year ended December 31, 2023 December 31, 2023 Vendors Purchases Percentage of purchases Accounts payable Vendor A $ 1,027,237 18.02 % $ 111,447 The above significant vendor is located in Thailand.
Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. 43 The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.
Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. 42 Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.
Schedule of computation of diluted net loss per share: Years ended December 31, 2023 2022 Net loss attributable to Society Pass Incorporated $ (18,134,128 ) $ (33,786,107 ) Weighted average common shares outstanding – Basic and diluted 28,972,117 24,429,526 Net loss per share – Basic and diluted $ (0.63 ) $ (1.38 ) The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted-average shares outstanding, because such securities had an antidilutive impact: Schedule of Common stock issued: Years ended December 31, 2023 2022 Options to purchase common stock (a) 1,945,270 1,945,270 Warrants granted to underwriter 3,803,229 3,793,929 Warrants granted with Series C-1 Convertible Preferred Stock (b) 1,068,000 — Total of common stock equivalents 6,186,499 5,739,199 (a) The Board of Directors have approved a 10 year stock option at an exercise price of $6.49 per share that will be exercisable at any time.
Schedule of computation of diluted net loss per share: Years ended December 31, 2024 2023 Net loss attributable to Society Pass Incorporated $ (10,227,278 ) $ (18,134,128 ) Weighted average common shares outstanding – Basic and diluted 2,962,528 1,931,474 Net loss per share – Basic and diluted $ (3.45 ) $ (9.39 ) 40 The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted-average shares outstanding, because such securities had an antidilutive impact: Schedule of Common stock issued: Years ended December 31, 2024 2023 Options to purchase common stock (a) 129,685 129,685 Warrants granted to underwriter 253,549 253,549 Warrants granted with Series C-1 Convertible Preferred Stock 71,200 71,200 Total of common stock equivalents 454,434 454,434 (a) The Board of Directors have approved a 10-year stock option at an exercise price of $97.35 per share that will be exercisable at any time. ● Leases The Company adopted Topic 842, Leases (“ASC 842”) to determine if an arrangement is a lease at inception.
However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required by ASC 850.
The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required by ASC 850.
Top Customers Revenue for the years ended December 31, 2023 and 2022 For the years ended December 31, 2023 and 2022, the following customer exceeded 10% of the Company’s revenues: Year ended December 31, 2023 December 31, 2023 Customer Revenues Percentage of revenues Accounts receivable Customer A 3,936,733 48.18 % 340,424 Year ended December 31, 2022 December 31, 2022 Customer Revenues Percentage of revenues Accounts receivable Customer A 2,310,933 41.01 % 385,183 The above significant customer is located in the United States.
Top Customers Revenue for the years ended December 31, 2024 and 2023 For the years ended December 31, 2024 and 2023, the customers who accounted for 10% or more of the Company’s revenues and its outstanding receivable balances at year-end dates, are presented as follows: Year ended December 31, 2024 December 31, 2024 Customer Revenues Percentage of revenues Accounts receivable Customer A $ 3,506,052 49.34 % $ 253,373 Year ended December 31, 2023 December 31, 2023 Customer Revenues Percentage of revenues Accounts receivable Customer A $ 3,936,733 48.18 % $ 340,424 The above significant customer is located in the United States.
There has been no impairment charge for the years presented. ● Revenue recognition The Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”).
Impairment loss of intangible assets of $135,000 and $276,000 have been recognized for the years ended December 31, 2024 and 2023, respectively. ● Revenue recognition The Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”).
Under ASU 2014-09, the Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: ● Identify the contract with a customer; ● Identify the performance obligations in the contract; ● Determine the transaction price; ● Allocate the transaction price to performance obligations in the contract; and ● Recognize revenue as the performance obligation is satisfied.
Under ASU 2014-09, the Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: ● Identify the contract with a customer; ● Identify the performance obligations in the contract; ● Determine the transaction price; ● Allocate the transaction price to performance obligations in the contract; and ● Recognize revenue as the performance obligation is satisfied. 32 The Company generates its revenues from a diversified a mix of e-commerce activities that correspond to our six business segments (business to consumer or “B2C”), lifestyle (B2C), grocery and food delivery (B2C), telecommunication reseller (B2C), online ticketing and reservations (B2C) and the services providing to merchants for their business growth (business to business or “B2B”), merchant POS (B2B), digital marketing (B2B) and online ticketing and reservations (B2B).
Our income tax expenses for the years ended December 31, 2023 and 2022 was $25,315 and $3,631, respectively. Net Loss . As a result of the items noted above, for the year ended December 31, 2023, we incurred a net loss of $18,098,918, as compared to $34,015,022 for the year ended December 31, 2022.
As a result of the items noted above, for the year ended December 31, 2024, we incurred a net loss of $10,237,297, as compared to $18,098,918 for the year ended December 31, 2023. The net loss decreases primarily attributable to decrease in general and administrative expenses.
As of December 31, 2022, we had cash and cash equivalents of $18,930,986, accounts receivable of $951,325, deposits, prepayments and other receivables of $2,711,042 and inventories of $310,932. While the Company believes that it will be able to continue to grow the Company’s revenue base and control expenditures, there is no assurance it will be able to do so.
While the Company believes that it will be able to continue to grow the Company’s revenue base and control expenditures, there is no assurance it will be able to do so.
The letter states that the Nasdaq staff will provide written notification that the Company has achieved compliance with Rule 5550(a)(2) if the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of ten (10) consecutive business days.
Since then, the staff of Nasdaq has determined that for the last eleven consecutive business days, from January 31 through February 14, 2025, the closing bid price for the Company’s common stock has been at $1.00 per share or greater. Accordingly, the Company has regained compliance with Listing Rule 5550(a)(2).
Subscription revenue is recognized when the Sim card is delivered and activated. During the years ended December 31, 2023 and 2022, the Company generated revenue of $24,018 and $23,747, respectively, from telecommunications.
Overseas internet data plan – a customer will place order for their desired overseas internet data plan through either the “Gorilla” online platform or third-party partner platforms. Subscription revenue is recognized when the Sim card is delivered and activated. During the years ended December 31, 2024 and 2023, the Company generated revenue of $4,898 and $24,018, respectively, from telecommunications.
ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. All other recently issued, but not yet effective, 2023 Accounting Standards Updates are not expected to have an effect on the Company.
The Company is currently evaluating the impact of the new standard on its consolidated financial statements which is expected to result in enhanced disclosures. All other recently issued, but not yet effective, 2024 Accounting Standards Updates are not expected to have an effect on the Company.

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