What changed in SOCIETY PASS INCORPORATED.'s 10-K — 2022 vs 2023
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Paragraph-level year-over-year comparison of SOCIETY PASS INCORPORATED.'s 2022 and 2023 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 2023 report.
+375 added−348 removedSource: 10-K (2024-04-15) vs 10-K (2023-03-23)
Top changes in SOCIETY PASS INCORPORATED.'s 2023 10-K
375 paragraphs added · 348 removed · 155 edited across 6 sections
- Item 1. Business+199 / −79 · 54 edited
- Item 7. Management's Discussion & Analysis+145 / −135 · 91 edited
- Item 1A. Risk Factors+3 / −117
- Item 3. Legal Proceedings+22 / −8 · 4 edited
- Item 2. Properties+3 / −6 · 3 edited
Item 1. Business
Business — how the company describes what it does
54 edited+145 added−25 removed122 unchanged
Item 1. Business
Business — how the company describes what it does
54 edited+145 added−25 removed122 unchanged
2022 filing
2023 filing
Biggest changeIn order to promote its brand, the Company will need to increase its marketing budget and otherwise increase its financial commitment to creating and maintaining brand loyalty among users. There can be no assurance that brand promotion activities will yield increased revenues or that any such revenues would offset the expenses incurred by the Company in building its brand.
Biggest changePromoting and positioning its brands will depend largely on the success of the Company’s marketing efforts and the ability of the Company to provide high quality services. In order to promote its brand, the Company will need to increase its marketing budget and otherwise increase its financial commitment to creating and maintaining brand loyalty among users.
Furthermore, recognition and enforcement of legal rights through Asia Pacific region’s national courts, arbitration centers and administrative agencies in the event of a dispute is uncertain. As part of their transition from planned economies to more market-oriented ones, the governments implemented a series of economic reforms, including lowering trade barriers and import quotas to encourage and promote foreign investment.
Furthermore, recognition and enforcement of legal rights through Asia Pacific region’s national courts, arbitration centers and administrative agencies in the event of a dispute is uncertain. 12 As part of their transition from planned economies to more market-oriented ones, the governments implemented a series of economic reforms, including lowering trade barriers and import quotas to encourage and promote foreign investment.
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. 6 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 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.
In evaluating our Company and our business, y ou should carefully consider the risks and uncertainties described below, together with the other information in this Annual Report on Form 10-K, including our condensed consolidated financial statements and the related notes and in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on our business, reputation, revenue, financial condition, results of operations and future prospects, in which case the market price of our common stock could decline, and you could lose part or all of your investment.
In evaluating our Company and our business, you should carefully consider the risks and uncertainties described below, together with the other information in this Annual Report on Form 10-K, including our condensed consolidated financial statements and the related notes and in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on our business, reputation, revenue, financial condition, results of operations and future prospects, in which case the market price of our common stock could decline, and you could lose part or all of your investment.
The Company would lose the revenues associated with these accounts and could be subject to material penalties and fines, both of which would seriously harm its business. We are subject to certain risks by virtue of our international operations. We operate and expand internationally.
The Company would lose the revenues associated with these accounts and could be subject to material penalties and fines, both of which would seriously harm its business. 11 We are subject to certain risks by virtue of our international operations. We operate and expand internationally.
If the Company is unable to manage growth effectively, its business, prospects, financial condition and results of operations may be materially adversely affected. 14 The Company may engage in acquisition activity, which could have adverse effects on its business.
If the Company is unable to manage growth effectively, its business, prospects, financial condition and results of operations may be materially adversely affected. The Company may engage in acquisition activity, which could have adverse effects on its business.
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 2023, 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 intend to market our unique merchant agnostic and universal Society Points to generate additional revenues for merchants and create permanent customer loyalty in SEA.
If adequate funds are not obtained, when and if required, the Company may be required to reduce, curtail, or discontinue operations. 10 We rely on internet search engines and application marketplaces to drive traffic to our Platform, certain providers of which offer products and services that compete directly with our products.
If adequate funds are not obtained, when and if required, the Company may be required to reduce, curtail, or discontinue operations. 6 We rely on internet search engines and application marketplaces to drive traffic to our Platform, certain providers of which offer products and services that compete directly with our products.
Society Pass has 12 trademarks currently registered with the United States Patents and Trademark Office (the “USPTO”) and has two applications with the USPTO pending. Further, Society Technology filed and registered numerous trademarks with the trademark offices of Vietnam, India, Singapore, the Philippines, Malaysia, Indonesia, and Thailand. 9 I tem 1a. R isk Factors.
Society Pass has 12 trademarks currently registered with the United States Patents and Trademark Office (the “USPTO”) and has two applications with the USPTO pending. Further, Society Technology filed and registered numerous trademarks with the trademark offices of Vietnam, India, Singapore, the Philippines, Malaysia, Indonesia, and Thailand. 5 I tem 1a. R isk Factors.
Expanding internationally may subject us to risks that we have either not faced before or increase our exposure to risks that we currently face, including risks associated with: • recruiting and retaining qualified, multi-lingual employees, including customer support personnel; • increased competition from local websites and guides and potential preferences by local populations for local providers; • compliance with applicable foreign laws and regulations, including different privacy, censorship and liability standards and regulations and different intellectual property laws; • providing solutions in different languages for different cultures, which may require that we modify our solutions and features to ensure that they are culturally relevant in different countries; • the enforceability of our intellectual property rights; • credit risk and higher levels of payment fraud; • compliance with anti-bribery laws; • currency exchange rate fluctuations; • foreign exchange controls that might prevent us from repatriating cash earned outside the United States; • political and economic instability in some countries; • double taxation of our international earnings and potentially adverse tax consequences due to changes in the tax laws of the United States or the foreign jurisdictions in which we operate; and • higher costs of doing business internationally. 15 Changes in the economic, political, or legal environment of the Asia Pacific region.
Expanding internationally may subject us to risks that we have either not faced before or increase our exposure to risks that we currently face, including risks associated with: ● recruiting and retaining qualified, multi-lingual employees, including customer support personnel; ● increased competition from local websites and guides and potential preferences by local populations for local providers; ● compliance with applicable foreign laws and regulations, including different privacy, censorship and liability standards and regulations and different intellectual property laws; ● providing solutions in different languages for different cultures, which may require that we modify our solutions and features to ensure that they are culturally relevant in different countries; ● the enforceability of our intellectual property rights; ● credit risk and higher levels of payment fraud; ● compliance with anti-bribery laws; ● currency exchange rate fluctuations; ● foreign exchange controls that might prevent us from repatriating cash earned outside the United States; ● political and economic instability in some countries; ● double taxation of our international earnings and potentially adverse tax consequences due to changes in the tax laws of the United States or the foreign jurisdictions in which we operate; and ● higher costs of doing business internationally.
Competitive pressures created by any one of the above-mentioned companies (and other direct or indirect competitors), or by the Company’s competitors collectively, could have a material adverse effect on the Company’s business, results of operations and financial condition. 11 The market for our Platform is new and unproven.
Competitive pressures created by any one of the above-mentioned companies (and other direct or indirect competitors), or by the Company’s competitors collectively, could have a material adverse effect on the Company’s business, results of operations and financial condition. 7 The market for our Platform is new and unproven.
If appropriate opportunities present themselves, the Company intends to acquire, as the Company did in 2022, businesses, technologies, platforms, services, or products that the Company believes are strategic. The Company currently has no binding commitments or agreements with respect to any material acquisition.
If appropriate opportunities present themselves, the Company intends to acquire, as the Company did in 2022 and 2023, businesses, technologies, platforms, services, or products that the Company believes are strategic. The Company currently has no binding commitments or agreements with respect to any material acquisition.
The Company currently markets to both consumers and merchants in SEA while maintaining an administrative headquarters in Singapore and a software development center in Philippines. We continue to expand our fintech and e-commerce ecosystem throughout the rest of SEA by making selective acquisitions of leading e-commerce companies and applications and through strategic partnerships with technology providers in SEA.
We currently market to both consumers and merchants in SEA while maintaining an administrative headquarters in Singapore and a software development center in Philippines. We continue to expand our fintech and e-commerce ecosystem throughout the rest of SEA by making selective acquisitions of leading e-commerce companies and applications and through strategic partnerships with technology providers in SEA.
E-commerce, online media and food delivery adoption and usage surged with the total value of goods and services sold via the Internet, or gross merchandise value (“GMV”), in SEA, expected to reach more than $100 billion by year end 2020 according to Google, Temasek, Bain SEA Report 2020.
E-commerce, online media and usage surged with the total value of goods and services sold via the Internet, or gross merchandise value (“GMV”), in SEA, expected to reach more than $100 billion by year end 2020 according to Google, Temasek, Bain SEA Report 2020.
Our Market Opportunity We expect that continued strong economic expansion, robust population growth, rising level of urbanization, the emergence of the middle class and the increasing rate of adoption of mobile technology provide market opportunities for our Company in SEA. As of 2020, SEA gross domestic product (“GDP”) totaled $3.1 trillion.
Our Market Opportunity We expect that continued strong economic expansion, robust population growth, rising level of urbanization, the emergence of the middle class and the increasing rate of adoption of mobile technology provide market opportunities for our Company in SEA. As of 2023, SEA gross domestic product (“GDP”) totaled $3.9 trillion.
According to the International Monetary Fund (“IMF”) since 2010, SEA has averaged 4.6% GDP growth, compared to 0.7% for Japan, 0.8% for the EU and 1.7% for the US. SEA continues to enjoy robust population growth.
According to the International Monetary Fund (“IMF”) since 2010, SEA has averaged 7.0% GDP growth, compared to -2.0% for Japan, 2.1% for the EU and 6.1% for the US. SEA continues to enjoy robust population growth.
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 $34,015,022 and $34,864,740 in fiscal years ended December 31, 2022 and 2021, 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 $18,098,918 and $34,015,022 in fiscal years ended December 31, 2023 and 2022, respectively.
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 expected launch of our Society Points in 2023. 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 continuus improvement of our Society Points in 2024. 4 Expectation of Competition We operate a loyalty-focused e-commerce ecosystem operates in several verticals.
There can be no assurance that the Company’s security measures will prevent security breaches or that failure to prevent such security breaches will not have a material adverse effect on the Company’s business, results of operations and financial condition. The Company may not have the ability to manage its growth.
There can be no assurance that the Company’s security measures will prevent security breaches or that failure to prevent such security breaches will not have a material adverse effect on the Company’s business, results of operations and financial condition.
Material acquisitions to date include: • In February 2021, we acquired an online lifestyle platform of Leflair branded assets (the “Leflair Assets”). • In February 2022, we acquired New Retail Experience Incorporated (“NREI”) and Dream Space Company Limited (“Dream Space”) in February 2022 to operate food delivery companies, Pushkart in the Philippines and Handycart in Vietnam, respectively. • In May 2022, we acquired Gorilla Networks Pte Ltd and subsidiaries in May 2022 to operate a mobile telecommunications company in Singapore. • In July 2022, through our wholly-owned subsidiary, Thoughtful Media Group Incorporated (“TMG”), a Nevada corporation, we acquired a digital marketing company with significant operations in Thailand and the United States. • In July 2022, through our wholly-owned subsidiary, NREI, we acquired the assets of Mangan PH Food Delivery Services Corp., a corporation registered in Philippines, (the “Mangan Assets”). • In August 2022, we acquired majority control of Singapore-incorporated Nusatrip International Pte Ltd and 100% of the outstanding shares of Indonesia-incorporated PT Tunas Sukses Mandiri, together the “Nusatrip Group”, that give us ownership and operational control of the online and offline Nusatrip travel services marketing platform. • In December 2022, through our wholly-owned subsidiary, Thoughtful Media Group Incorporated (“TMG”), a Nevada corporation, we acquired PT Wahana Cerita Indonesia (a/k/a More Media), an Indonesia-based creative design and branding company.
Material acquisitions to date include: ● In February 2021, we acquired an online lifestyle platform of Leflair branded assets (the “Leflair Assets”). ● In February 2022, we acquired New Retail Experience Incorporated (“NREI”) and Dream Space Company Limited (“Dream Space”) to operate food delivery companies, Pushkart in the Philippines and Handycart in Vietnam, respectively. ● In May 2022, we acquired Gorilla Networks Pte Ltd and subsidiaries in May 2022 to operate a mobile telecommunications company in Singapore. ● In July 2022, through our wholly-owned subsidiary, Thoughtful Media Group Incorporated (“TMG”), a Nevada corporation, we acquired a digital marketing company with significant operations in Thailand and the United States. ● In July 2022, through our wholly-owned subsidiary, NREI, we acquired the assets of Mangan PH Food Delivery Services Corp., a corporation registered in Philippines, (the “Mangan Assets”). ● In August 2022, we acquired majority control of Singapore-incorporated Nusatrip International Pte Ltd and 100% of the outstanding shares of Indonesia-incorporated PT Tunas Sukses Mandiri, together the “Nusatrip Group”, that give us ownership and operational control of the online and offline Nusatrip travel services marketing platform. ● In January 2023, through our wholly owned subsidiary Thoughtful Media Group Inc and Adactive Media CA Inc acquired 100% of outstanding capital stock of PT Thoughtful Media Group Indonesia (Formerly known as PT Wahana Cerita Indonesia), an Indonesia-based company operating digital marketing and event organizing. ● In April 2023, through our 99% owned subsidiary Nusatrip International Pte.
The Company’s business could suffer if customers use the Platform for illegal or improper purposes. If merchants on our Platform are operating illegally, the Company could be subject to civil and criminal lawsuits, administrative action, and prosecution for, among other things, money laundering or for aiding and abetting violations of law.
If merchants on our Platform are operating illegally, the Company could be subject to civil and criminal lawsuits, administrative action, and prosecution for, among other things, money laundering or for aiding and abetting violations of law.
In comparison, the respective GDP for both the European Union (“EU”) and the United States (“US”) totaled $15 trillion and $20.8 trillion in 2020. SEA has experienced rapid economic growth rates in recent years, far exceeding growth in major world economies such as Japan, the EU and the US.
In comparison, the respective GDP for both the European Union (“EU”) and the United States (“US”) totaled $25.4 trillion and $27.0 trillion in 2023. SEA has experienced rapid economic growth rates in recent years, far exceeding growth in major world economies such as Japan, the EU and the US.
Prior to the 1990s, many SEA countries relied on a planned economy. State-owned enterprises still account for a substantial portion of SEA’s industrial output, though governments in general are reducing the level of direct control that they exercise over the economy through state plans and other measures.
State-owned enterprises still account for a substantial portion of SEA’s industrial output, though governments in general are reducing the level of direct control that they exercise over the economy through state plans and other measures.
We seek to generate a high volume of traffic and transactions through our technologies. Accordingly, the satisfactory performance, reliability and availability of the Company’s website and platform, processing systems and network infrastructure are critical to our reputation and our ability to attract and retain large numbers of users who transact sales on our platform while maintaining adequate customer service levels.
Accordingly, the satisfactory performance, reliability and availability of the Company’s website and platform, processing systems and network infrastructure are critical to our reputation and our ability to attract and retain large numbers of users who transact sales on our platform while maintaining adequate customer service levels.
Digital Media The acquisition of a digital media platform, TMG, amplifies the reach and engagement of the Company’s e-commerce ecosystem and retail partners. Originally founded in 2010, TMG today creates and distributes digital advertising campaigns across its multi-channel network in both SEA and the US.
Gorilla suspended providing local service in Singapore to focus on international calling plans. Digital Media The acquisition of a digital media platform, TMG, amplifies the reach and engagement of the Company’s e-commerce ecosystem and retail partners. Originally founded in 2010, TMG today creates and distributes digital advertising campaigns across its multi-channel network in both SEA and the US.
If the Company fails to promote and maintain its brand or incurs substantial expenses in an attempt to promote and maintain its brand or if the Company’s existing or future strategic relationships fail to promote the Company’s brand or increase brand awareness, the Company’s business, results of operations and financial condition would be materially adversely affected.
If the Company fails to promote and maintain its brand or incurs substantial expenses in an attempt to promote and maintain its brand or if the Company’s existing or future strategic relationships fail to promote the Company’s brand or increase brand awareness, the Company’s business, results of operations and financial condition would be materially adversely affected. 8 The Company may not be able to successfully develop and promote new products or services which could result in adverse financial consequences.
The situation remains uncertain, and while it is difficult to predict the impact of any of the foregoing, the conflict and actions taken in response to the conflict could increase our costs, disrupt our supply chain, reduce our sales and earnings, impair our ability to raise additional capital when needed on acceptable terms, if at all, or otherwise adversely affect our business, financial condition, and results of operations. 17 Our business may be materially adversely affected by the coronavirus (COVID-19) pandemic.
The situation remains uncertain, and while it is difficult to predict the impact of any of the foregoing, the conflict and actions taken in response to the conflict could increase our costs, disrupt our supply chain, reduce our sales and earnings, impair our ability to raise additional capital when needed on acceptable terms, if at all, or otherwise adversely affect our business, financial condition, and results of operations. 13 Regulatory Risks The payment processing regulatory regimes of the countries in which we operate could have adverse consequences on our business.
We may be unable to prevent third parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of our brand or our trademarks or service marks. Protecting and enforcing our rights in our domain names may require litigation, which could result in substantial costs and diversion of management’s attention.
We may be unable to prevent third parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of our brand or our trademarks or service marks.
There also may be imposition of price controls. If our revenues rise at a rate that is insufficient to compensate for the rise in our costs, it may have an adverse effect on our profitability.
There also may be imposition of price controls. If our revenues rise at a rate that is insufficient to compensate for the rise in our costs, it may have an adverse effect on our profitability. If these or other similar restrictions are imposed by a government to influence the economy, it may lead to a slowing of economic growth.
There can be no assurance that the Company will be able in a timely manner to effectively upgrade and expand its systems or to integrate smoothly any newly developed or purchased technologies with its existing systems.
There can be no assurance that the Company will be able in a timely manner to effectively upgrade and expand its systems or to integrate smoothly any newly developed or purchased technologies with its existing systems. Any inability to do so would have a material adverse effect on the Company’s business, results of operations and financial condition.
The Company ecosystem becomes a key enabler for our users by converting this aggregation of data into creation of loyalty for our ecosystem companies to generate revenue: • More revenue generation for merchants leads to creation of customer loyalty; • More customer loyalty creation leads to more consumers for merchants; • More consumers for merchants lead to greater revenues for merchants, which results in • Virtuous cycle of revenue generation and loyalty creation.
The Company ecosystem becomes a key enabler for our users by converting this aggregation of data into creation of loyalty for our ecosystem companies to generate revenue: ● More revenue generation for merchants leads to creation of customer loyalty; ● More customer loyalty creation leads to more consumers for merchants; ● More consumers for merchants lead to greater revenues for merchants, which results in ● Virtuous cycle of revenue generation and loyalty creation. 1 Lifestyle The Group operates an online lifestyle business in Vietnam to enable the consumers to purchase high-end brands of all categories under its own brand name of “Leflair”.
The United Nations Population Division estimates that the population of the SEA countries in 2000 was approximately 525 million people growing to 668 million in 2020. 7 And despite the ongoing effects from the Covid-19 pandemic, 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 525 million people growing to 693 million in 2024. 3 The Internet economy continues to boom in SEA.
Gorilla Networks Pte Ltd, a wholly owned Singapore corporation that owns several subsidiaries, including Gorilla Mobile Singapore Pte. Ltd. New Retail Experience Incorporated, a wholly-owned subsidiary in the Philippines, which operates Pushkart and another food delivery platform through Mangan PH Food Delivery Services Corp., a wholly-owned subsidiary in the Philippines.
New Retail Experience Incorporated, a wholly-owned subsidiary in the Philippines, which formerly operated Pushkart and another food delivery platform through Mangan PH Food Delivery Services Corp., a wholly-owned subsidiary in the Philippines.
We may be required to expend resources to protect Platform information or we may be unable to launch our services. From time to time, other companies may copy information from our Platform, through website scraping, robots or other means, and publish or aggregate it with other information for their own benefit.
From time to time, other companies may copy information from our Platform, through website scraping, robots or other means, and publish or aggregate it with other information for their own benefit. We have no assurance other companies will not copy, publish or aggregate content from our Platform in the future.
Thoughtful Media Group Incorporated, a Nevada corporation, which owns digital marketing companies with significant operations in Thailand and other countries in SEA. Thoughtful Media Group Incorporated primarily operates through AdActive Media CA Inc., a California corporation, and Thoughtful (Thailand) Co. Ltd, a Thai corporation owned 99.75% by the Company.
These companies are engaged in online travel ticketing, reservation and hotel system services. Thoughtful Media Group Incorporated, a Nevada corporation, which owns digital marketing companies with significant operations in Thailand and other countries in SEA. Thoughtful Media Group Incorporated operates through AdActive Media CA Inc., a California corporation, and Thoughtful (Thailand) Co.
The platform also allows consumers to order from hundreds of vendor choices with personalized promotions based on purchase history and location. The platform has also partnered up with a Vietnam-based delivery company, Amilo, to offer seamless delivery of product from merchant to consumer’s home or office at the touch of a button.
The platform has also partnered up with a Vietnam-based delivery company, Amilo, to offer seamless delivery of product from merchant to consumer’s home or office at the touch of a button. Consumers can place orders for delivery or collect at the Company’s logistics center.
Further, there can be no assurance that any new users attracted to the Company will conduct transactions over the Company on a regular basis.
There can be no assurance that brand promotion activities will yield increased revenues or that any such revenues would offset the expenses incurred by the Company in building its brand. Further, there can be no assurance that any new users attracted to the Company will conduct transactions over the Company on a regular basis.
There is no assurance that future revenues will be sufficient to generate the funds required to continue our business development and marketing activities.
There is no assurance that future revenues will be sufficient to generate the funds required to continue our business development and marketing activities. If we do not have sufficient capital to fund our operations, we may be required to reduce our sales and marketing efforts or forego certain business opportunities.
Nguyen, are required to give the Company written notice if they resign for other than Good Reason (as defined in the employment agreements), and their knowledge of our business and industry would be extremely difficult to replace. We cannot ensure that we will be able to retain the services of any members of our senior management or other key employees.
All of our officers and employees are at-will employees, which means they may terminate their employment relationship with us at any time, although several of our executive officers are required to give the Company written notice if they resign for other than Good Reason (as defined in the employment agreements), and their knowledge of our business and industry would be extremely difficult to replace.
Despite measures the Company will implement to detect and prevent identify theft or other fraud our Platform remains susceptible to potentially illegal or improper uses. Despite measures the Company will take to detect and lessen the risk of this kind of conduct, the Company cannot assure that these measures will succeed.
Despite measures the Company will take to detect and lessen the risk of this kind of conduct, the Company cannot assure that these measures will succeed. The Company’s business could suffer if customers use the Platform for illegal or improper purposes.
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. The economies of SEA differ from other countries in various respects such as government involvement, level of development, growth rate, allocation of resources and inflation rate.
The economies of SEA differ from other countries in various respects such as government involvement, level of development, growth rate, allocation of resources and inflation rate. Prior to the 1990s, many SEA countries relied on a planned economy.
Telecommunications The Company operates a Singapore-based online telecommunication reseller platform under the brand name of “Gorilla” to enable the consumers to subscribe local mobile data and overseas internet data in a different subscription package.
Telecommunications The Company operates a Singapore-based online telecommunication reseller platform under the brand name of “Gorilla” to enable the consumers to subscribe to overseas internet data. Established in Singapore in 2019, Gorilla offers a full suite of mobile communication services such as local calls, international roaming, data, and SMS texting and network coverage in over 150 countries.
Leflair Incorporated owns 100% of SOPA Technology Co Ltd, a company limited by shares incorporated under the laws of Vietnam on October 1, 2019. SOPA Technology Co Ltd operates the Leflair platform.
Our material operating subsidiaries include: Nextgen Retail Incorporated (Formerly known as Leflair Incorporated), a Nevada corporation owned by the Company which was formed on December 1, 2021. Nextgen Retail Incorporated owns 100% of SOPA Technology Co Ltd, a company limited by shares incorporated under the laws of Vietnam on October 1, 2019.
Lifestyle The Group operates an online lifestyle business in Vietnam to enable the consumers to purchase high-end brands of all categories under its own brand name of “Leflair”. Consumers search or review their favorite brands among hundreds of choices in Apparel, Bags & Shoes, Accessories, Health & Beauty, Home & Lifestyle, International, Women, Men and Kids & Babies categories.
Consumers search or review their favorite brands among hundreds of choices in Apparel, Bags & Shoes, Accessories, Health & Beauty, Home & Lifestyle, International, Women, Men and Kids & Babies categories. The platform also allows consumers to order from hundreds of vendor choices with personalized promotions based on purchase history and location.
With its first mover advantage, Nusatrip has onboarded over 1.2 million registered users, over 500 airlines and over 200,000 hotels around the world as well as connected with over 80 million unique visitors. As of March 21, 2023, we have onboarded over 3.3 million registered consumers and over 200,000 registered merchants/brands on our Platform.
With its first mover advantage, Nusatrip has onboarded over 1.2 million registered users, over 500 airlines and over 200,000 hotels around the world as well as connected with over 80 million unique visitors. Corporate Structure Society Pass Incorporated (formerly named Food Society, Inc.) is a Nevada corporation that was incorporated on June 22, 2018. We operate through our subsidiaries.
We believe that by serving consumers in all aspects of their daily lives, we create more opportunities to cross-sell and thus maximize our consumer wallet share. 8 Expanding service offerings to merchants Merchants are a critical component of our business, thus growing our registered merchant base and serving them with desirable technology and marketing solutions to improve sales, cut costs, and realize operational efficiencies.
Expanding service offerings to merchants Merchants are a critical component of our business, thus growing our registered merchant base and serving them with desirable technology and marketing solutions to improve sales, cut costs, and realize operational efficiencies. We onboard merchants through marketing outreach tools such as our websites, public relations, social media and focused sales efforts.
The Company believes that continuing to strengthen its brands is critical to achieving widespread acceptance of the Company, particularly in light of the competitive nature of the Company’s market. Promoting and positioning its brands will depend largely on the success of the Company’s marketing efforts and the ability of the Company to provide high quality services.
The Company’s failure to successfully market its brands could result in adverse financial consequences. The Company believes that continuing to strengthen its brands is critical to achieving widespread acceptance of the Company, particularly in light of the competitive nature of the Company’s market.
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 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.
If we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, our business could be harmed. Executive may terminate Executive’s employment hereunder other than for Good Reason upon thirty (30) days’ written notice to Company. Illegal use of our Platform could result in adverse consequences to the Company.
Executive may terminate the employment agreements other than for good reason upon thirty (30) days’ written notice to Company. Illegal use of our Platform could result in adverse consequences to the Company. Despite measures the Company will implement to detect and prevent identify theft or other fraud our Platform remains susceptible to potentially illegal or improper uses.
If we do not have sufficient capital to fund our operations, we may be required to reduce our sales and marketing efforts or forego certain business opportunities. 13 We could lose the right to the use of our domain names. We have registered domain names for our website that we use in our business.
We could lose the right to the use of our domain names. We have registered domain names for our website that we use in our business.
We operate six verticals in SEA: loyalty, lifestyle, food and beverage delivery, telecommunications, digital media, and travel as we try to create the next generation digital ecosystem and loyalty platform. 5 Loyalty The Group spent over two years building a cutting edge, proprietary IT architecture to effectively scale and support our ecosystem’s companies, consumers and merchants (the “Platform”).
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.
Using our Society Pass loyalty platform, which we plan to introduce in 2023, consumers may earn, and merchants may issue, loyalty points or “Society Points” across our subsidiaries.
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.
However, if such launch is delayed or there is not the expected consumer acceptance of Society Points by consumers, our business and financial prospects could be materially and adversely affected. If we are unable to expand our systems or develop or acquire technologies to accommodate increased volume our Platform could be impaired.
If we are unable to expand our systems or develop or acquire technologies to accommodate increased volume our Platform could be impaired. We seek to generate a high volume of traffic and transactions through our technologies.
Any inability to do so would have a material adverse effect on the Company’s business, results of operations and financial condition. 12 The Company’s failure to successfully market its brands could result in adverse financial consequences.
Failure to comply with, or changes to, existing or future laws and regulations could result in significant unforeseen costs and limitations, and could have an adverse impact on the Company’s business, results of operations and/or financial condition Regulation of the internet generally could have adverse consequences on our business.
Removed
Consumers can place orders for delivery or collect at the Company’s logistics center.
Added
Ltd. acquired 100% of the outstanding capital stock of Mekong Leisure Travel Company Limited (changed business nature from Join Stock Company), a Vietnam-based travel agency. ● In July 2023, through our 99% owned subsidiary Mekong Leisure Travel Company Limited acquired 100% of the outstanding capital stock of Vietnam International Travel and Service Joint Stock Company, a Vietnam-based travel agency.
Removed
Grocery and Food Delivery The Group operates several online platforms in Vietnam, under the brand name of “Handycart”, and in the Philippines, under the brand names of “Pushkart” and “Mangan”, to enable the consumers to purchase meals from restaurants and food from local grocery and food merchants and deliver to them in their area.
Added
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.
Removed
Established in Singapore in 2019, Gorilla offers a full suite of mobile communication services such as local calls, international roaming, data, and SMS texting and network coverage in over 150 countries. Gorilla temporarily suspended providing local service in Singapore while it updates its operating software.
Added
Ltd, a Thailand corporation owned 99.75% by the Company, Thoughtful Media Group Company Limited (Formerly known as Hottab Asset Company Limited), a Vietnam corporation, Thoughtful Media (Philippines) Incorporated (Formerly known as SOPA (Phil) Incorporated), a Philippines corporation, PT Thoughtful Media Group Indonesia (Formerly known as PT Wahana Cerita Indonesia), an Indonesia corporation, Thoughtful Media (Singapore) Pte. Ltd.
Removed
Corporate Structure Society Pass Incorporated (formerly named Food Society, Inc.) is a Nevada corporation that was incorporated on June 22, 2018. We operate through our subsidiaries. Our material operating subsidiaries include: Leflair Incorporated, a Nevada corporation owned by the Company which was formed on December 1, 2021.
Added
(Formerly known as Hottab Pte Ltd), a Singapore corporation and Thoughtful Media (Malaysia) Sdn Bhd, a Malaysia corporation. Gorilla Networks Pte Ltd, a wholly owned Singapore corporation that owns several subsidiaries, including Gorilla Mobile Singapore Pte. Ltd.
Removed
PT Tunas Sukses Mandiri, a wholly-owned subsidiary existing under the law of the Republic of Indonesia, and Nusatrip International Pte Ltd., a Singapore subsidiary that is owned 75% by the Company, with two subsidiaries. These companies are engaged in online travel ticketing and reservation services.
Added
On August 21, 2023, we entered into a Sales Agreement (the “Sales Agreement”) with Ascendiant Capital Markets, LLC (the “Sales Agent”), acting as the Company’s sales agent, pursuant to which the Company may offer and sell, from time to time, through the Sales Agent, its Common Stock. The Company is not obligated to sell any shares under the Sales Agreement.
Removed
We onboard merchants through marketing outreach tools such as our websites, public relations, social media and focused sales efforts.
Added
Subject to the terms and conditions of the Sales Agreement, the Sales Agent will use commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of Nasdaq to sell shares from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company.
Removed
Delays in the implementation of or lack of consumer acceptance of Society Points could have a material adverse effect on our business. We expect to launch Society Points in 2023 which will be a significant component to our SoPa consumer facing platform.
Added
Upon delivery of a placement notice, and subject to the Company’s instructions in that notice, and the terms and conditions of the Sales Agreement generally, the Sales Agent may sell the common stock by any method permitted by law deemed to be an “at the market” offering as defined by Rule 415(a)(4) and Rule 415(a)(1)(x) promulgated under the Securities Act of 1933, as amended.
Removed
The Company may not be able to successfully develop and promote new products or services which could result in adverse financial consequences.
Added
The Company has agreed to pay the Sales Agent commissions for its services in acting as sales agent in the sale of the common stock at a commission rate equal to 3.0% of the gross sales price per share of common stock sold pursuant to the Sales Agreement, if any, and has agreed to provide the Sales Agent with customary indemnification and contribution rights.
Removed
We have no assurance other companies will not copy, publish or aggregate content from our Platform in the future.
Added
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”).
Removed
All of our officers and. employees are at-will employees, which means they may terminate their employment relationship with us at any time, although several of our executive officers, other than Mr.
Added
Pursuant to the agreement, we shall have the right, but not the obligation, to offer and sell to Strattners up to $40,000,000 shares of common stock, at the Company’s request any time during the commitment period commencing on October 5, 2023 and terminating on the first day of the month next following the 36-month anniversary of October 5, 2023.
Removed
If these or other similar restrictions are imposed by a government to influence the economy, it may lead to a slowing of economic growth. 16 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.
Added
We believe that by serving consumers in all aspects of their daily lives, we create more opportunities to cross-sell and thus maximize our consumer wallet share.
Removed
The ongoing COVID-19 pandemic is evolving, and to date has led to the implementation of various responses, including government-imposed quarantines, business closures, travel restrictions, and other public health safety measures.
Added
Protecting and enforcing our rights in our domain names may require litigation, which could result in substantial costs and diversion of management’s attention. 9 We may be required to expend resources to protect Platform information or we may be unable to launch our services.
Removed
The extent to which the COVID-19 pandemic impacts our business will depend on future developments, which are highly uncertain and cannot be predicted at this time, including: • new information which may emerge concerning the severity of the disease; • the duration and spread of the outbreak; • the severity of travel restrictions imposed by geographic areas in which we operate, mandatory or voluntary business closures; • regulatory actions taken in response to the pandemic, which may impact merchant operations, consumer and merchant pricing, and our product offerings; • other business disruptions that affect our workforce; • the impact on capital and financial markets; and • actions taken throughout the world, including in markets in which we operate, to contain the COVID-19 outbreak or treat its impact.
Added
Our business and operations would suffer in the event of third-party computer system failures, cyber-attacks on third-party systems or deficiency in our cyber security.
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Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
0 edited+3 added−117 removed0 unchanged
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
0 edited+3 added−117 removed0 unchanged
2022 filing
2023 filing
Removed
Item 1A: Risk Factors ” section. Regulatory Risks The payment processing regulatory regimes of the countries in which we operate could have adverse consequences on our business. From time-to-time, governments and regulatory bodies may review the legislation and regulations applied to the e-commerce and payment processing industry in which the Company operates.
Added
Item 1A: Risk Factors ” in this Annual Report.
Removed
Such reviews could result in the enactment of new laws and/or the adoption of new regulations in SEA, South Asia, the US or elsewhere, which might adversely impact businesses in those countries in general and consequently, may threaten the Company’s growth prospects. More specifically, the Company is operating in the e-commerce and payment processing industry, which is strictly regulated.
Added
These risks include, among others, that: ● We have a limited operating history in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful; ● If we fail to raise capital when needed it will have a material adverse effect on the Company’s business, financial condition and results of operations; ● We rely on internet search engines and application marketplaces to drive traffic to our Platform, certain providers of which offer products and services that compete directly with our products.
Removed
Regulation is extensive and designed to protect consumers and the public, while providing standard guidelines for business operations.
Added
If links to our applications and website are not displayed prominently, traffic to our Platform could decline and our business would be adversely affected; ● The ecommerce market is highly competitive and if the Company does not have sufficient resources to maintain marketing, sales and client support efforts on a competitive basis our business could be adversely affected; ● If the Company is unable to expand its systems or develop or acquire technologies to accommodate increased volume, its Platform could be impaired; ● The Company’s failure to successfully market its brands could result in adverse financial consequences; ● A decline in the demand for goods and services marketed on the Platform could result in adverse financial consequences; ● We may be required to expend resources to protect Platform information or we may be unable to launch our services; ● The Company plans to engage in acquisition activity, which could have adverse effects on its business; ● We rely on the performance of highly skilled personnel, and if we are unable to attract, retain and motivate well-qualified employees, our business could be harmed; ● All of our operations are overseas; ● We are subject to changes in the economic, political, or legal environment of Southeast Asia (“SEA”); ● Many of the economies in SEA are experiencing substantial inflationary pressures which may increase inflation rates and prompt the governments to take action to control the growth of the economy and inflation that could lead to a significant decrease in our profitability; ● Our business will be exposed to foreign exchange risk; ● Geopolitical unrest could adversely affect our business; ● The payment processing regulatory regimes of the countries in which we operate could have adverse consequences on our business; ● Regulation of the internet generally could have adverse consequences on our business; ● 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; ● We cannot assure you that an active trading market will exist in the near future; ● We may not be able to maintain a listing of our common stock; ● If we fail to meet all applicable Nasdaq requirements and the Nasdaq Stock Market LLC determines to delist our common stock, the delisting could adversely affect the market liquidity of our common stock, impair the value of your investment and harm our business ● As a “controlled company” under the rules of the Nasdaq Capital Market, we may choose to exempt our company from certain corporate governance requirements that could have an adverse effect on our public shareholders; ● Our financial controls and procedures may not be sufficient to ensure timely and reliable reporting of financial information, which, as a public company, could materially harm our stock price; and ● 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. iii PART I
Removed
In the offering of its products, the Company is subject to certain federal and provincial laws and regulations relating to its financial product offerings, including laws and regulations governing such things as Know-Your-Customer (KYC), Anti-Money Laundering (AML), Anti-Terrorist Financing (ATF) and safeguarding the privacy of customers’ personal information.
Removed
Failure to comply with, or changes to, existing or future laws and regulations could result in significant unforeseen costs and limitations, and could have an adverse impact on the Company’s business, results of operations and/or financial condition. 18 Regulation of the internet generally could have adverse consequences on our business.
Removed
We are also subject to general business regulations and laws in SEA specifically governing the internet and e-commerce. Existing and future laws and regulations may impede the growth of the Internet, e-commerce or other online services, and increase the cost of providing online services.
Removed
These regulations and laws may cover sweepstakes, taxation, tariffs, user privacy, data protection, pricing, content, copyrights, distribution, electronic contracts and other communications, consumer protection, broadband residential Internet access and the characteristics and quality of services.
Removed
It is not clear how existing laws governing issues such as property ownership, sales, use and other taxes, libel and personal privacy apply to the internet and e-commerce. Unfavorable resolution of these issues may harm our business and results of operations. Privacy regulations could have adverse consequences on our business.
Removed
We receive, collect, store, process, transfer, and use personal information and other user data.
Removed
There are numerous international laws and regulations regarding privacy, data protection, information security, and the collection, storing, sharing, use, processing, transfer, disclosure, and protection of personal information and other content, the scope of which are changing, subject to differing interpretations, and may be inconsistent among countries, or conflict with other laws and regulations.
Removed
We are also subject to the terms of our privacy policies and obligations to third parties related to privacy, data protection, and information security. We strive to comply with applicable laws, regulations, policies, and other legal obligations relating to privacy, data protection, and information security to the extent possible.
Removed
However, the regulatory framework for privacy and data protection worldwide is, and is likely to remain for the foreseeable future, uncertain and complex, and it is possible that these or other actual or alleged obligations may be interpreted and applied in a manner that we do not anticipate or that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices.
Removed
Further, any significant change to applicable laws, regulations, or industry practices regarding the collection, use, retention, security, or disclosure of our users’ data, or their interpretation, or any changes regarding the manner in which the express or implied consent of users for the collection, use, retention, or disclosure of such data must be obtained, could increase our costs and require us to modify our services and features, possibly in a material manner, which we may be unable to complete, and may limit our ability to store and process user data or develop new services and features.
Removed
We also expect that there will continue to be new laws, regulations, and industry standards concerning privacy, data protection, and information security proposed and enacted in various jurisdictions.
Removed
Any failure or perceived failure by us to comply with our posted privacy policies, our privacy-related obligations to users or other third parties, or any other legal obligations or regulatory requirements relating to privacy, data protection, or information security may result in governmental investigations or enforcement actions, 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.
Removed
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
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.
Removed
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. 19 Regulation of bonus cards could have adverse consequences on our business.
Removed
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.
Removed
Many of these laws include specific disclosure requirements and prohibitions or limitations on the use of expiration dates and the imposition of certain fees. Various companies that provided deal products similar to ours around the world are currently or were defendants in purported class action lawsuits. The application of various other laws and regulations to our products is uncertain.
Removed
These include laws and regulations pertaining to unclaimed and abandoned property, partial redemption, revenue-sharing restrictions on certain trade groups and professions, sales and other local taxes and the sale of alcoholic beverages.
Removed
In addition, we may become, or be determined to be, subject to United States federal or state laws or laws in SEA or South Asia countries we operate regulating money transmitters or aimed at preventing money laundering or terrorist financing, including the Bank Secrecy Act, the USA PATRIOT Act and other similar future laws or regulations in the United States and in the applicable SEA or South Asia countries.
Removed
If we become subject to claims or are required to alter our business practices as a result of current or future laws and regulations, our revenue could decrease, our costs could increase and our business could otherwise be harmed.
Removed
In addition, the costs and expenses associated with defending any actions related to such additional laws and regulations and any payments of related penalties, fines, judgments or settlements could harm our business. The requirements of being a public company.
Removed
As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the “Exchange Act”, the Sarbanes-Oxley Act, the Dodd-Frank Act, and other applicable securities rules and regulations.
Removed
Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results.
Removed
The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required.
Removed
As a result, management’s attention may be diverted from other business concerns, which could harm our business and operating results. We may need to hire more employees in the future to comply with these requirements, which will increase our costs and expenses.
Removed
In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming.
Removed
These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies.
Removed
This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities.
Removed
If our efforts to comply with new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed.
Removed
We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage.
Removed
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
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.
Removed
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. 20 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.
Removed
We are subject to the Foreign Corrupt Practice Act, or FCPA, and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. persons and issuers as defined by the statute for the purpose of obtaining or retaining business.
Removed
We have operations, agreements with third parties and make sales in Asia, which may experience corruption. Our activities in Asia create the risk of unauthorized payments or offers of payments by one of the employees, consultants or agents of our company, because these parties are not always subject to our control.
Removed
It is our policy to implement safeguards to discourage these practices by our employees. Also, our existing safeguards and any future improvements may prove to be less than effective, and the employees, consultants, sales agents or distributors of our Company may engage in conduct for which we might be held responsible.
Removed
Violations of the FCPA may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition. In addition, the government may seek to hold our Company liable for successor liability FCPA violations committed by companies in which we invest or that we acquire.
Removed
We may be subject to risks related to litigation and other legal proceedings that may materially adversely affect our business, operating results or financial condition. The Company and/or its directors and officers may be subject to a variety of civil or other legal proceedings, with or without merit.
Removed
From time to time in the ordinary course of its business, we may become involved in various legal proceedings, including commercial, employment and other litigation and claims, as well as governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources and cause us to incur significant expenses.
Removed
Furthermore, because litigation is inherently unpredictable, the results of any such actions may have a material adverse effect on our business, operating results or financial condition. Even if the claims are without merit, the costs associated with defending these types of claims may be substantial, both in terms of time, money, and management distraction.
Removed
In particular, patent and other intellectual property litigation may be protracted and expensive, and the results are difficult to predict and may require us to stop offering certain features, purchase licenses or modify our products and features while we develop non-infringing substitutes or may result in significant settlement costs.
Removed
We do not own any patents, and, therefore, may be unable to deter competitors or others from pursuing patent or other intellectual property infringement claims against us. The results of litigation and claims to which we may be subject cannot be predicted with certainty.
Removed
Even if these matters do not result in litigation or are resolved in our favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could harm our business, results or operations and reputation. Our financial statements have been prepared on a going-concern basis and our continued operations are in doubt.
Removed
The financial statements have been prepared on a going concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilities in the ordinary course of business.
Removed
Our future operations may be dependent upon the identification and successful completion of equity or debt financing and the achievement of profitable operations at an indeterminate time in the future. There can be no assurances that we will be successful in completing an equity or debt financing or in achieving profitability.
Removed
We may face potential liability and expense for legal claims based on the content on our Platform. We may face potential liability and expense for legal claims relating to the information that we publish on our website and our Platform, including claims for defamation, libel, negligence and copyright or trademark infringement, among others.
Removed
For example, businesses may in the future claim, that we are responsible for defamatory reviews posted by our users. These claims could divert management time and attention away from our business and result in significant costs to investigate and defend, regardless of the merits of the claims.
Removed
In some instances, we may elect or be compelled to remove content or may be forced to pay substantial damages if we are unsuccessful in our efforts to defend against these claims.
Removed
If we elect or are compelled to remove valuable content from our website or mobile app, our Platform may become less useful to consumers and our traffic may decline, which could have a negative impact on our business and financial performance. 21 Protection of Intellectual Property Rights are important for the future of our business.
Removed
The future success of our business is dependent upon the intellectual property rights surrounding the technology, including trade secrets, know-how and continuing technological innovation. Although we will seek to protect our proprietary rights, our actions may be inadequate to protect any proprietary rights or to prevent others from claiming violations of their proprietary rights.
Removed
There can be no assurance that other companies are not investigating or developing other technologies that are similar to our technology. In addition, effective intellectual property protection may be unenforceable or limited in certain countries, and the global nature of the Internet makes it impossible to control the ultimate designation of our technology.
Removed
Any of these claims, with or without merit, could subject us to costly litigation. If the protection of proprietary rights is inadequate to prevent unauthorized use or appropriation by third parties, the value of our brand and other intangible assets may be diminished. Any of these events could have an adverse effect on our business and financial results.
Removed
Effective trade secret, copyright, trademark and domain name protection is expensive to develop and maintain, both in terms of initial and ongoing registration requirements and expenses and the costs of defending our rights.
Removed
We are seeking to protect our trademarks and domain names in an increasing number of jurisdictions, a process that is expensive and may not be successful or which we may not pursue in every location.
Removed
Litigation may be necessary to enforce our intellectual property rights, protect our respective trade secrets or determine the validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources, any of which could adversely affect our business and operating results.
Removed
We may incur significant costs in enforcing our trademarks against those who attempt to imitate our brand. If we fail to maintain, protect and enhance our intellectual property rights, our business and operating results may be harmed.
Removed
Risks Relating to Ownership of Our Securities The trading price of our common stock is likely to be volatile, which could result in substantial losses to investors. The trading price of our common stock is likely to be volatile and could fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors.
Removed
In addition to market and industry factors, the market price and trading volume for the common stock may be highly volatile for factors specific to our own operations, including the following: • variations in our net revenue, earnings and cash flows; • announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors; • announcements of new offerings and expansions by us or our competitors; • changes in financial estimates by securities analysts; • detrimental adverse publicity about us, our shareholders, affiliates, directors, officers or employees, our business model, our services or our industry; • announcements of new regulations, rules or policies relevant for our business; • additions or departures of key personnel; • release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and • potential litigation or regulatory investigations.
Removed
Any of these factors may result in large and sudden changes in the volume and price at which our common stock will trade. In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities.
Removed
If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and require us to incur significant expenses to defend the suit, which could harm our results of operations.
Removed
Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future.
Removed
In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could materially adversely affect our financial condition and results of operations. 22 Future sales of our common stock in the public market could cause the market price of our common stock to decline.
Removed
Sales of a substantial number of shares of our common stock in the public market, or the perception that these sales might occur, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities.
Removed
Our shareholders may sell all or part of their holdings as soon as any applicable transfer restrictions have ended and such sales could have a negative impact on the market price of our common stock. We are unable to predict the timing of or the effect that such sales may have on the prevailing market price of our common stock.
Removed
If securities or industry analysts publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline. The trading market for our common stock could depend in part on the research and reports that certain securities or industry analysts publish about us or our business. Several analysts may cover our stock.
Removed
If one or more of those analysts downgrade our stock or publish inaccurate or unfavorable research about our business, our stock price would likely decline.
Removed
If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline.
Removed
A possible “short squeeze” due to a sudden increase in demand of our common stocks that largely exceeds supply may lead to price volatility in our common stock. Investors may purchase our common stock to hedge existing exposure in our common stock or to speculate on the price of our common stock.
Removed
Speculation on the price of our common stock may involve long and short exposures. To the extent aggregate short exposure exceeds the number of shares of our common stock available for purchase in the open market, investors with short exposure may have to pay a premium to repurchase our common stock for delivery to lenders of our common stock.
Removed
Those repurchases may in turn , dramatically increase the price of our common stock until investors with short exposure are able to purchase additional shares of common stock to cover their short position.
Removed
This is often referred to as a “short squeeze.” A short squeeze could lead to volatile price movements in our common stock that are not directly correlated to the performance or prospects of our company and once investors purchase the shares of common stock necessary to cover their short position the price of our common stock may decline.
Removed
Our Founder, Chairman and CEO will continue to own a significant percentage of our common stock and our Super Voting Preferred Stock and will be able to exert significant control over matters subject to shareholder approval.
Removed
Dennis Nguyen, our Founder, Chairman and CEO, currently beneficially owns common stock and Super Voting Preferred Stock that provide him with 65.7% 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.
Removed
For example, he may be able to significantly influence elections of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction.
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Item 2. Properties
Properties — owned and leased real estate
3 edited+0 added−3 removed0 unchanged
Item 2. Properties
Properties — owned and leased real estate
3 edited+0 added−3 removed0 unchanged
2022 filing
2023 filing
Biggest changeLtd. 137 Market Street, #14-01/02, Grace Global Raffles, Singapore 048943 August 12, 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 September 16, 2021 2 years from September 18, 2021 Vietnam Vidago Company Limited 8th floor, Diamond Flower Building, 48 Le Van Luong Street, Nhan Chinh Ward, Thanh Xuan District, Hanoi city October 11, 2022 2 years from October 15, 2022 Vietnam Pls Investment Trading Company 5th floor, PLS Building, 366 Nguyen Trai, Ward 8, District 5, Ho Chi Minh January 11, 2022 3 years from February 20, 2022 Philippines Averon Holdings Corporation 6780 Ayala Avenue Makati City 1226 Philippines 2 years from March 16, 2022 Philippines Salustiano R.
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.
Item 2. Properties. Our principal executive offices are located at 701 S. Carson Street, Suite 200, Carson City, NV 89701. As of December 31, 2022, the Company recorded the ROU asset and lease obligation of $1,541,064. 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, 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.
Casablanca Raya Kav.88, Jakarta Selatan 12870 July 1, 2022 1 year from July 01, 2022 Indonesia PT Alfindo Mercu Estate AIA Central Lower Ground No.1, 28th Floor, Jl. 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.
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
Removed
Guiao Unit D&E Building 1, IBG Plaza Building, Balibago, Angeles City 2009 Pampanga Philippines 5 years from October 1, 2022 Philippines Garpaz Enterprises, Inc. Room/Shop No. 321 GP Arcade Building Upper Mabini St.
Removed
Baguio City 2600 Banguet Philippines 2 years from October 1, 2022 Philippines NIG Leasing Unit No. 2-A Del Pilar Street, Rizdelis, Cabanatuan City, Nueva Ecija, Philippines 3 years from September 16, 2022 Thailand Boutique Prakhanong 3 Ltd. unit 301, 3rd floor, 7 Soi Sukhumvit 69, Sukhumvit Road, Prakhanong-Nua Sub district, Wattana District, Bangkok December 1, 2022 3 years from 8th October 2022 Thailand Boutique Prakhanong 3 Ltd. unit 309, 3rd floor, 7 Soi Sukhumvit 69, Sukhumvit Road, Prakhanong-Nua Sub district, Wattana District, Bangkok December 1, 2022 3 years from 8th October 2022 Indonesia PT Teratai Dharma Nusantara EightyEight@Kasablanka Tower A, 12th Floor, Unit A & H, Jl.
Removed
Satrio No.1, RT.18/RW.4, Kuningan, Jakarta Selatan, Daerah Khusus Ibukota Jakarta 12940 July 28, 2022 1 year from August 12, 2022 Indonesia Oei Hironemus Utari Apartment Sudirman Tower Condominium - Tower C Unit 27D, Jl. Garnisun 1 No.8. RT/RW 005/004. Kel. Karet Semanggi. Kec. Setiabudi. South Jakarta 12930 October 12, 2022 1 year from October 25, 2022 26
Item 3. Legal Proceedings
Legal Proceedings — active lawsuits and investigations
4 edited+18 added−4 removed10 unchanged
Item 3. Legal Proceedings
Legal Proceedings — active lawsuits and investigations
4 edited+18 added−4 removed10 unchanged
2022 filing
2023 filing
Biggest changeThomas O’Connor has also filed a motion for partial summary judgment on his cause of action regarding the 1,721 shares of stock that were allegedly not delivered and is seeking the cash value of those shares. 27 The third case also involves one of those former employees, Thomas O’Connor; therein, a Company affiliate filed suit in February 2020 seeking enforcement, by way of specific performance, of an agreement which entitles the affiliate to purchase all of the 99 percent of the shares of the plaintiff-entity which alleges entitlement to $8 million in shares of the Company’s Series A Preferred Stock in one of the employment actions described above.
Biggest changeThomas O’Connor has also filed a motion for partial summary judgment on his cause of action regarding the 1,721 shares of stock that were allegedly not delivered and is seeking the cash value of those shares. The Company has opposed that motion, and the motion is sub judice.
Rahul Narain has also filed a motion in limine to preclude the Company’s expert witness as to damages for some of the Company’s counterclaims. In the other employment action, brought by Thomas O’Connor, a former employee, and CVO Advisors Pte.
Rahul Narain has also filed a motion in limine to preclude the Company’s expert witness as to damages for some of the Company’s counterclaims. The Court denied the Company’s motion for summary judgment and granted Mr.
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. For the 130 shares he contends were not delivered, he alleges damages of approximately $750,000.
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. 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.
Society Pass Inc., et al., Supreme Court of the State of New York, County of New York, Index 650271/2022 has recently been settled and discontinued. The Company does not believe any of the foregoing actions will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results. Item 4.
The Company does not believe any of the foregoing actions will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results. Item 4. Mine Safety Disclosures Not applicable. 23 PART II
Removed
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.
Added
For the 130 shares he contends were not delivered, he alleges damages of approximately $750,000.
Removed
That motion is fully briefed and is set for oral argument on March 6, 2023.
Added
Narain’s motion for summary judgment on his claims on the warrant and for a portion of his salary, giving him a recovery of $749,190 plus interest as of September 4, 2019 and for his salary of $10,000 per month for the months of September, October, and November of 2023 plus interest, and denied the remainder of his motion, including those portions seeking to dismiss the Company’s counterclaims and to preclude the Company’s expert witness.
Removed
The former employee has responded to the Company’s complaint in this action with a motion to dismiss, which was later withdrawn by same, and then by way of an answer without counterclaims. The case has been reassigned to a new Judge and we have requested a preliminary conference. However, no preliminary conference has yet been Ordered.
Added
The Company has filed a Notice of Appeal of this decision and has also filed a motion to reargue the decision. Following the grant of partial summary judgment, a judgment was entered in the office of the Clerk of the Supreme Court in the amount of $1,082,078.91. Subsequently, Mr.
Removed
As these matters are in the discovery and pre-discovery phases, and/or have summary judgment motions being briefed it is too early to assess the likelihood of success. The Company denies the accusations by both O’Connor and Narain and intends to vigorously defend these matters. A prior action captioned SOSV IV LLV v.
Added
Narain served a restraining notice on the Company and has made a motion to appoint a receiver to sell Thoughtful Media Group Inc. and NusaTrip Inc. and disburse proceeds to Mr.
Added
Narain sufficient to satisfy the judgment, granting the receiver the right to retain counsel and bankers and to pay them from the proceeds of such sale, or in the alternative, directing the Company to pay Mr.
Added
Narain from the sale of any of its assets to satisfy the judgment and enjoining the company from diverting those funds to anyone else until the judgment is satisfied. The Company bonded the judgment and therefore the Court denied the motion without prejudice. In that same Order, the Court denied the Company’s motion to reargue Mr.
Added
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.
Added
In addition, the Company has appealed the grant of the motion on liability and Mr. O’Connor has appealed the denial of the motion on the damages portion. The Company filed a Notice of Appeal with respect to same. In addition, Mr.
Added
O’Connor had filed a motion to restrain and enjoin the company from transferring or otherwise disposing any of its assets, including but not limited to extraordinary cash or equity/option payouts to its directors and officers and from transferring or otherwise disposing any of its operating assets, including but not limited to Thoughtful Media Group Inc., NusaTrip Inc., and any other of the Company’s majority owned corporate subsidiaries.
Added
The motion was denied, but granted in part to the extent that the Company must promptly inform Mr. O’Connor of any agreement(s) to sell its subsidiaries. The Court also scheduled a valuation hearing for the shares granted in Mr. O’Connor’s motion for summary judgment which will take place on May 29 and 30 of 2024. Mr.
Added
O’Connor has made a motion in limine to preclude the Company’s expert from testifying at such valuation hearing, which motion the Company intends to oppose vigorously. The third case was brought by the Company against former employees Mr. Narain and Mr. O’Connor, in addition to two companies they started, operating under the name Growth Hero.
Added
The Company commenced this action on May 18, 2023. The Company alleges, inter alia, that Narain, O’Connor, and Growth Hero misappropriated the Company’s intellectual property and alleges other related torts pertaining to the business conducted by Growth Hero.
Added
The Company brought claims sounding in breach of contract, breach of the implied covenant of good faith and fair dealing, misappropriation of trade secrets, unfair competition, breach of fiduciary duties, violation of the Stored Communication Act, and for a permanent injunction. The Company seeks damages in an amount to be determined at trial.
Added
The Company has filed a motion to extend the time to service of process on Mr. O’Connor and the corporate entities and for leave to serve them via email, and has also initiated a Hague Convention application for international service upon them. The motion was granted to the extent that the Company’s time to serve Mr.
Added
O’Connor has been extended, without prejudice to renew. Rahul Narain has been served with process and has made a motion to dismiss the claims against him. The Company has submitted an opposition to this motion. The motion was granted due to the Court’s opinion that the claims set forth against Mr.
Added
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
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.
Added
While the Company feels confident in its defence of these pending matters, there can be no assurance that it will prevail and that any damages that may be awarded will not be material to the results of operations or financial condition of the Company.
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
3 edited+0 added−0 removed1 unchanged
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
3 edited+0 added−0 removed1 unchanged
2022 filing
2023 filing
Biggest changeIssuer Purchases of Equity Securities The Company did not repurchase any of its equity securities during the fourth quarter ended December 31, 2022.
Biggest changeIssuer 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]
Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, this number is not representative of the total number of beneficial owners of our stock. 28 Dividends We have never declared or paid any cash dividend on our common stock.
Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, this number is not representative of the total number of beneficial owners of our stock. Dividends We have never declared or paid any cash dividend on our common stock.
Item 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 21, 2023, there were 101 stockholders of record of our common stock.
Item 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.
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
91 edited+54 added−44 removed75 unchanged
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
91 edited+54 added−44 removed75 unchanged
2022 filing
2023 filing
Biggest changeThe 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 statements of changes in shareholder’s equity. 43 Schedule of Foreign currencies translation and transactions Translation of amounts from SGD into $ has been made at the following exchange rates for the years ended December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Period-end SGD$:$ exchange rate $ 0.7450 $ 0.7409 Period average SGD$:$ exchange rate $ 0.7254 $ 0.7404 Translation of amounts from VND into $ has been made at the following exchange rates for the years December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Period-end VND$:$ exchange rate $ 0.000042 $ 0.000044 Period average VND$:$ exchange rate $ 0.000043 $ 0.000043 Translation of amounts from INR into $ has been made at the following exchange rates for the years ended December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Period-end INR$:$ exchange rate $ 0.0121 $ 0.0134 Period average INR$:$ exchange rate $ 0.0127 $ 0.0135 Translation of amounts from PHP into $ has been made at the following exchange rates for the years ended December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Period-end PHP:$ exchange rate $ 0.0179 $ N/A Period average PHP:$ exchange rate $ 0.0184 $ N/A Translation of amounts from THB into $ has been made at the following exchange rates for the years ended December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Period-end THB:$ exchange rate $ 0.0288 $ N/A Period average THB:$ exchange rate $ 0.0286 $ N/A Translation of amounts from MYR into $ has been made at the following exchange rates for the years ended December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Period-end MYR:$ exchange rate $ 0.2265 $ N/A Period average MYR:$ exchange rate $ 0.2275 $ N/A Translation of amounts from IDR into $ has been made at the following exchange rates for the years ended December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Period-end IDR:$ exchange rate $ 0.000064 $ N/A Period average IDR:$ exchange rate $ 0.000067 $ N/A 44 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.
Biggest changeSchedule 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.
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.
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. 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.
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.
With its intimate knowledge of local markets, digital marketing technology tools and social commerce business focus, advertisers leverage Thoughtful Media’s wide influencer network throughout SEA to market and sell advertising inventory exclusively with specific placement and effect. As a result, Thoughtful Media’s content creator partners earn a larger share of advertising revenues from international consumer brands.
With its intimate knowledge of local markets, digital marketing technology tools and social commerce business focus, advertisers leverage TMG’s wide influencer network throughout SEA to market and sell advertising inventory exclusively with specific placement and effect. As a result, Thoughtful Media’s content creator partners earn a larger share of advertising revenues from international consumer brands.
Stock-based compensation is recorded in general and administrative expenses within the Consolidated Statements of Operations and Other Comprehensive Loss, with corresponding credits to common stock and accumulated paid-in capital. 46 • Warrants In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its preferred and common stock.
Stock-based compensation is recorded in general and administrative expenses within the Consolidated Statements of Operations and Other Comprehensive Loss, with corresponding credits to common stock and accumulated paid-in capital. ● Warrants In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its preferred and common stock.
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 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. 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.
For shipping costs related to our e-commerce business, those shipping costs are recorded in cost of sales. • Sales and marketing Sales and marketing expenses include payroll, employee benefits and other headcount-related expenses associated with sales and marketing personnel, and the costs of advertising, promotions, seminars, and other programs. Advertising costs are expensed as incurred.
For shipping costs related to our e-commerce business, those shipping costs are recorded in cost of revenue. ● Sales and marketing Sales and marketing expenses include payroll, employee benefits and other headcount-related expenses associated with sales and marketing personnel, and the costs of advertising, promotions, seminars, and other programs. Advertising costs are expensed as incurred.
Payments are generally due 30 to 90 days after delivery of the software licenses. 40 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.
Payments are generally due 30 to 90 days after delivery of the software licenses. 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.
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.
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.
However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows if the current level of facts and circumstances changes in the future. 47 • Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37") to measure the fair value of its financial instruments.
However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows if the current level of facts and circumstances changes in the future. ● Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments.
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” and “Handcart” respectively.
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.
Gorilla GO Tokens in turn can be redeemed for eVouchers, to offset future bills, or be redeemed for other value-added services. 30 Travel The Company purchased Nusatrip, a leading Jakarta-based Online Travel Agency (“OTA”) in Indonesia and across SEA. The Nusatrip acquisition extended SoPa’s business reach into SEA regional travel industry and marked the Company’s first foray into Indonesia.
Gorilla GO Tokens in turn can be redeemed for eVouchers, to offset future bills, or be redeemed for other value-added services. Travel The Company purchased Nusatrip Group, a leading Jakarta-based Online Travel Agency (“OTA”) in Indonesia and across SEA. The Nusatrip acquisition extended SoPa’s business reach into SEA regional travel industry and marked the Company’s first foray into Indonesia.
With network coverage to over 150 countries, Gorilla offers a full suite of mobile communication services such as local calls, international roaming, data, and SMS texting. More importantly, Gorilla enables its customers to convert unused mobile data into digital assets or Gorilla GO Tokens through its innovative proprietary blockchain-based SwitchBack feature.
With network coverage to over 160 countries, Gorilla offers a full suite of mobile communication services such as local calls, international roaming, data, and SMS texting. More importantly, Gorilla enables its customers to convert unused mobile data into digital assets or Gorilla GO Tokens through its innovative proprietary blockchain-based SwitchBack feature.
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, 2022 and 2021, 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, 2023 and 2022, the Company recorded an allowance for obsolete inventories of $0 and $0, respectively.
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 sales 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. 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.
In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not $ are translated into $s, in accordance with ASC Topic 830, “Translation of Financial Statement” (“ASC 830") using the applicable exchange rates on the balance sheet date. Shareholders’ equity is translated using historical rates.
In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$s, in accordance with ASC Topic 830, “Translation of Financial Statement” (“ASC 830”) using the applicable exchange rates on the balance sheet date. Shareholders’ equity is translated using historical rates.
For the years ended December 31, 2022 and 2021, 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, 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.
Cost of sales related to grocery and food delivery consist of the cost of the outsourced delivery and the outsource payment gateway, which are directly attributable to the sales of grocery and food delivery.
Cost of revenue related to grocery and food delivery consist of the cost of the outsourced delivery and the outsource payment gateway, which are directly attributable to the sales of grocery and food delivery.
Cost of sales under digital marketing consist of the cost of primary digital marketing service, which are directly attributable to the sales of digital marketing. 42 • 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 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 sales 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 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.
Our loyalty-focused and data-driven e-commerce marketing platform interfaces connect consumers with merchants in the F&B and lifestyle sectors, assisting local brick-and-mortar businesses to access new customers and markets to thrive in an increasingly convenience-driven economy.
Our loyalty-focused and data-driven e-commerce marketing platform interfaces connect consumers with merchants in the lifestyle sectors, assisting local brick-and-mortar businesses to access new customers and markets to thrive in an increasingly convenience-driven economy.
Currently, the Company does not have any off-balance-sheet credit exposure related to its customers, and as of both December 31, 2022 and 2021, there was no need for allowance for doubtful accounts. 37 • 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, 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.
As of December 31, 2022, 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, 2022, and 2021.
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.
This comprehensive income is not included in the computation of income tax expense or benefit. • Earnings 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. 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.
(b) The expiry date of warrants granted with Series C-1 was extended to June 30, 2022. 45 • Leases The Company adopted Topic 842, Leases (“ASC 842") to determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets.
(b) The expiry date of warrants granted with Series C-1 was June 30, 2022. ● Leases The Company adopted Topic 842, Leases (“ASC 842”) to determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets.
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, 2022 and 2021.
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.
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 of paragraph 740-10-25-13, 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.
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.
As of December 31, 2022 and 2021, the Company recorded the right of use asset of $1,537,670 and $627,968 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, 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.
We continue to expand our e-commerce ecosystem throughout the rest of SEA by making selective acquisitions of leading e-commerce companies and applications with particular focuses on the VIP countries (Vietnam, Indonesia and Philippines) of SEA.
We continue to expand our e-commerce ecosystem throughout the rest of SEA by making selective acquisitions of leading e-commerce companies and applications with particular focuses on Vietnam, Thailand, Indonesia and Philippines of SEA.
Significant estimates in the period include the allowance for doubtful accounts on accounts receivable, the incremental borrowing rate used to calculate right of use assets and lease liabilities, useful lives of intangible assets, impairment of long-lived assets and goodwill, valuation of common stock and stock warrants, stock option valuations, inventory valuation, revenue recognition, the allocation of purchase consideration in business combinations, and deferred tax assets and liabilities and the related valuation allowance. • Basis of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries.
Significant estimates in the period include the allowance for doubtful accounts on accounts receivable, the incremental borrowing rate used to calculate right of use assets and lease liabilities, valuation and useful lives of intangible assets, impairment of long-lived assets, valuation of common stock and stock warrants, stock option valuations, imputed interest on amounts due to related parties, inventory valuation, revenue recognition, the allocation of purchase consideration in business combinations, and deferred tax assets and the related valuation allowance. ● Basis of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries.
As of December 31, 2022 and 2021, the restricted cash amounted to $72,350 and $0, 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, 2023 and 2022, the restricted cash amounted to $95,312 and $72,350, respectively. ● Accounts receivable Accounts receivables are recorded at the amounts that are invoiced to customers, do not bear interest, and are due within contractual payment terms, generally 30 to 90-days from completion of service or the delivery of a product.
Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made. • Foreign currencies translation and transactions The reporting currency of the Company is the United States Dollar ("$") and the accompanying consolidated financial statements have been expressed in $s.
Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made. ● Foreign currencies translation and transactions The reporting currency of the Company is the United States Dollar (“US$”) and the accompanying consolidated unaudited condensed financial statements have been expressed in US$s.
All significant inter-company balances and transactions have been eliminated upon consolidation. 36 • Business combination The Company follows Accounting Standards Codification (“ASC”) ASC Topic 805, Business Combinations (“ASC 805") and ASC Topic 810, Consolidation (“ASC 810").
All significant inter-company balances and transactions have been eliminated upon consolidation. ● Business combination The Company follows Accounting Standards Codification (“ASC”) ASC Topic 805, Business Combinations (“ASC 805”) and ASC Topic 810, Consolidation (“ASC 810”).
There has been no impairment charge for the periods presented. • Revenue recognition The Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09").
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”).
Online ticketing and reservation provide information, prices, availability, booking services for domestic and international air travel and hotels as follows: The Company’s revenues are substantially reported on a net basis as the travel supplier is primarily responsible for providing the underlying travel services and the Company does not control the service provided by the travel supplier to the traveler.
Online ticketing and reservation provide information, prices, availability, booking services for domestic and international air ticket, hotels, car, train, and hotel technology as follows: The Company’s revenues are substantially reported on a net basis as the travel supplier is primarily responsible for providing the underlying travel services and the Company does not control the service provided by the travel supplier to the traveler.
Cost of sales related to software sales consist of the cost of software and payroll costs, which are directly attributable to the sales of software. Cost of sales related to hardware sales consist of the cost of hardware and payroll costs, which are directly attributable to the sales of hardware.
Cost of revenue related to software sales and licensing consist of the cost of software and payroll costs, which are directly attributable to the sales and licensing of software. Cost of revenue related to hardware sales consist of the cost of hardware and payroll costs, which are directly attributable to the sales of hardware.
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. Paragraph 740-10-25-13 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 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 Company’s contract liability balance was $1,405,090 and $25,229 on December 31, 2022 and 2021, 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 $1,265,753 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.
Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.
Under paragraph ASC Topic 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.
For the year ended December 31, 2022, net cash provided by financing activities was $10,182,905, consisting primarily of funds raised from a public offering and Series C-1 warrants exercised partially offset by repayment of the First Insurance Funding Loan.
For the year ended December 31, 2022, net cash provided by financing activities was $10,182,905, consisting primarily of funds raised from a public offering of $10,402,891 and Series C-1 warrants exercised of $412,890 partially offset by repayment of the First Insurance Funding Loan of $632,876.
During the years ended December 31, 2022 and 2021, the Company generated revenue of $150,999 and $0, 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 company we acquired in May 2022.
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.
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, 2022, and 2021, software development costs were $72,999 and $95,809, respectively.
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.
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.
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.
Advertising expense was $997,784 and $327,195 for the years ended December 31, 2022 and 2021, 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 $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.
For the year ended December 31, 2022, there was a net cash inflow of $177,393 primarily as a result of the cash from business acquisition of $1,643,659, partially offset by acquisition of subsidiaries of $820,000 and purchase of property, plant, and equipment of $566,266.
For the year ended December 31, 2022, there was net cash inflow of $177,393 primarily consisted of the cash received from business acquisition of $1,643,659, partially offset by acquisition of subsidiaries of $820,000, purchase of assets in a business operation of $80,000 and purchase of property, plant, and equipment of $566,266.
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. • 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. ● 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.
The inventories were amounted to $310,932 and $221,068 as at December 31, 2022 and 2021, 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.
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.
Telecommunications The Company operates a Singapore-based online telecommunication reseller platform under brand name of “Gorilla” to enable the consumers to subscribe local mobile data and overseas internet data in different subscription package. Established in Singapore in 2019, Gorilla utilizes blockchain and Web3 technology to operate a MVNO for its users in South East Asia (SEA).
Telecommunications The Company also has online telecommunication reseller platform operating under brand name of “Gorilla” to enable the consumers to subscribe local mobile data and overseas internet data in different subscription package. Established in Singapore in 2019, Gorilla utilizes Web3 technology to operate a MVNO for its users in Southeast Asia.
The Company’s Merchant POS offers both software and hardware products and services to vendors, as follows: - Software sales consist of: 1) Subscription fees consist of the fees that the Company charge merchants to obtain access to the Merchant Marketing Program. 2) The Company provides optional add-on software services which includes Analytics and Chat box capabilities at a fixed fee per month. 3) The Company collects commissions when they sell third party hardware and equipment (cashier stations, waiter tablets and printers) to merchants.
The Company’s Merchant POS offers both software and hardware products and services to vendors, as follows:- Software sales consist of: 1) Subscription fees consist of the fees that the Company charge merchants to obtain access to the Merchant Marketing Program. 2) The Company provides optional add-on software services which includes Analytics and Chat box capabilities at a fixed fee per month. 3) The Company collects commissions when they sell third party hardware and equipment (cashier stations, waiter tablets and printers) to merchants. 33 During the years ended December 31, 2023 and 2022, the Company generated revenue of $745 and $23,801, respectively, from software fees.
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.
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.
Schedule of computation of diluted net loss per share: Years ended December 31, 2022 2021 Net loss attributable to Society Pass Incorporated $ (33,786,107 ) $ (34,765,145 ) Weighted average common shares outstanding – Basic and diluted 24,429,526 9,443,741 Net loss per share – Basic and diluted $ (1.38 ) $ (3.68 ) 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: Year ended December 31, 2022 2021 Options to purchase common stock (a) 1,945,270 1,945,270 Warrants granted to underwriter 3,793,929 144,445 Warrants granted with Series C-1 Convertible Preferred Stock (b) — 1,158,000 Total of common stock equivalents 5,739,199 3,247,715 (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, 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.
During the years ended December 31, 2022 and 2021, the Company generated revenue of $2,118,191 and $482,002 respectively, in the Lifestyle sector.
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.
The Group currently markets to both consumers and merchants in SEA while maintaining an administrative headquarters in Singapore and a software development center in the Philippines.
The companies by the Company form the Society Pass Group (the “Group”). The Group currently markets to both consumers and merchants in SEA while maintaining an administrative headquarters in Singapore and a software development center in the Philippines.
For the year ended December 31, 2022 and 2021, we incurred SDC expenses of $72,999 and $95,809 respectively. The decrease in SDC in 2022 is primarily attributable to the restructuring of our technology development team. Impairment Charge (“IC”) . For the year ended December 31,2022 and 2021, we incurred IC expenses of $3,499,881 and $200,000 respectively.
The decrease in SDC in 2023 is primarily attributable to the restructuring of our technology development team. Impairment Charge (“IC”) . For the year ended December 31, 2022, we incurred IC expenses of $3,499,881.
FDIC insurance provides protection for bank deposits up to $250,000, so there was uninsured balance of $9,256,175 and $13,699,082 as of December 31, 2022 and 2021, respectively. In addition, the Company has uninsured bank deposits of $9,047,911 and $9,315,695 with a financial institution outside the U.S as of December 31, 2022 and 2021, respectively.
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.
The Company will either fulfill this order from its inventory or purchase the item from the manufacturer or distributor. Once the Company has the item in its distribution center, it will contract with a logistics partner delivered to the end customer. The sale is recognized when the delivery is completed by the logistics partner to the end customer.
Once the Company has the item in its distribution center, it will contract with a logistics partner delivered to the end customer. The sale is recognized when the delivery is completed by the logistics partner to the end customer.
Our policy is to seek to protect our proprietary position through a combination of intellectual property rights, including trademarks, copyrights, trade secret laws and internal procedures.
Our policy is to seek to protect our proprietary position through a combination of intellectual property rights, including trademarks, copyrights, trade secret laws and internal procedures. Our commercial success will depend in part on our ability to protect our intellectual property and proprietary technologies.
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.).
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.).
The increase is primarily attributable to the impairment of goodwill related to the acquisition of the NREI, Gorilla, TMG and Nusatrip which were expensed during the period due to the short life term of the asset and the quantum of consideration. General and Administrative Expenses (“G&A”) .
This is primarily attributable to the impairment of goodwill related to the acquisition of the NREI, Gorilla, TMG and Nusatrip which were expensed during the period due to the short life term of the asset and the quantum of consideration. There were no IC expenses incurred for the year ended December 31, 2023. 28 General and Administrative Expenses (“G&A”) .
Material acquisitions include: • In February 2021, we acquired an online lifestyle platform of Leflair branded assets (the “Leflair Assets”). • In February 2022, we acquired NREI and Dream Space in February 2022 which operate the food delivery companies Pushkart in the Philippines and Handycart in Vietnam, respectively. • In May 2022, we acquired Gorilla Net and Gorilla Mobile in May 2022. • In July 2022, through our wholly-owned subsidiary, New Retail Experience Incorporated, we acquired Mangan PH Food Delivery Services Corp., a corporation registered in [Philippines; • In July 2022, through our wholly-owned subsidiary, Thoughtful Media Group Incorporated, a Nevada corporation, we acquired a digital marketing company with significant operations in Thailand and the United States. • In August 2022, we acquired entities that give us ownership of the Nusatrip travel services marketing platform. 29 Operating in SEA, we are focused on six operating verticals: loyalty, lifestyle, grocery and food delivery, telecommunications, digital media, and travel.
Material acquisitions include: ● In February 2021, we acquired an online lifestyle platform of Leflair branded assets (the “Leflair Assets”). ● In February 2022, we acquired NREI and Dream Space in February 2022 which operate the food delivery companies Pushkart in the Philippines and Handycart in Vietnam, respectively. ● In May 2022, we acquired Gorilla Net and Gorilla Mobile in May 2022. ● In July 2022, through our wholly owned subsidiary, New Retail Experience Incorporated, we acquired Mangan PH Food Delivery Services Corp., a corporation registered in [Philippines; ● In July 2022, through our wholly owned subsidiary, Thoughtful Media Group Incorporated, a Nevada corporation, we acquired a digital marketing company with significant operations in Thailand and the United States. ● In August 2022, we acquired entities that give us ownership of the Nusatrip travel services marketing platform. ● In April, 2023, through our 100% owned subsidiary Thoughtful Media Group Inc and Adactive Media CA Inc acquired 100% of outstanding capital stock of PT Thoughtful Media Group Indonesia (Formerly known as PT Wahana Cerita Indonesia), an Indonesia-based company operating digital marketing and event organizing. ● In April, 2023, through our 99% owned subsidiary Nusatrip International Pte.
Digital Media The acquisition of a digital media platform, Thoughtful Media, amplifies the reach and engagement of the Company’s e-commerce ecosystem and retail partners. Originally founded in 2010, Thoughtful Media today creates and distributes digital advertising campaigns across its multi-channel network in both SEA and the US.
Consumers can place orders for delivery or collect at the Company’s logistics center. 25 Digital Marketing The acquisition of a digital media platform, TMG, amplifies the reach and engagement of the Company’s e-commerce ecosystem and retail partners. Originally founded in 2010, TMG today creates and distributes digital advertising campaigns across its multi-channel network in both SEA and the US.
As a result, Thoughtful Media’s content creator partners earn a larger share of advertising revenues from international consumer brands. 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 263 YouTube channels has onboarded over 85 million subscribers with an average monthly viewership of over 600 million views.
The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13. 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, 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.
For the year ended December 31, 2022 and 2021, we incurred G&A expenses of $30,552,365 and $33,398,401 respectively. The decrease in G&A is primarily attributable to the decrease in professional costs associated with costs related to business acquisitions, the Company’s filing for listing on the Nasdaq Stock Exchange, stock based compensation for services, and D&O insurance cost.
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 .
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.
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.
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 lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.
Overview We are, through the acquisition and operation of e-commerce platforms and mobile applications through our direct and indirect wholly or majority-owned subsidiaries, building the next generation digital ecosystem and loyalty platform in Southeast Asia (“SEA”) primarily Singapore, Thailand, Indonesia, Vietnam and the Philippines. The companies by the Company form the Society Pass Group (the “Group”).
Our historical results are not necessarily indicative of the results that may be expected for any period in the future. 24 Overview We are, through the acquisition and operation of e-commerce platforms and mobile applications through our direct and indirect wholly or majority-owned subsidiaries, building the next generation digital ecosystem and loyalty platform in Southeast Asia (“SEA”) primarily Singapore, Thailand, Indonesia, Vietnam and the Philippines.
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.
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.
As of December 31, 2022 and 2021, the cash and cash equivalents amounted to $19,003,336 and $23,264,777, respectively. The Company currently has bank deposits with financial institutions in the U.S. which exceed FDIC insurance limits.
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.
The single performance obligation is to transfer the hardware product (which is to be installed with its licensed software integral to the functionality of the hardware product).
Hardware sales — the Company generally is involved with the sale of on-premise appliances and end-point devices. The single performance obligation is to transfer the hardware product (which is to be installed with its licensed software integral to the functionality of the hardware product).
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. 38 The Company generates its revenues from a diversified a mix of e-commerce activities that correspond to our four business segments (business to consumer or “B2C”), grocery and food delivery (B2C), telecommunication reseller (B2C) and the services providing to merchants for their business growth (business to business or “B2B”).
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.
The turnaround from gross loss to gross profit is due to increased revenue from e-commerce and our newly acquired digital marketing and online ticketing and hotel reservation business. Sales and Marketing Expenses (“S&M”) . For the year ended December 31,2022 and 2021, we have incurred S&M expenses of $997,784 and $327,195 respectively.
The increase is due to increased revenue from digital marketing and online ticketing and hotel reservation business whereas the cost of revenue in digital marketing increment lower in percentage than revenue. Sales and Marketing Expenses (“S&M”) . For the years ended December 31, 2023 and 2022, we have incurred S&M expenses of $577,931 and $997,784, respectively.
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.
However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required by ASC 850.
As a result of the items noted above, for the year ended December 31, 2022, we incurred a net loss of $34,015,022, as compared to $34,864,740 for the same year ended December 31, 2021.
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.
Major vendors For the year ended December 31, 2022 and 2021, there is no vendor accounted for 10% or more of the Company’s cost of revenue as at year-end dates. Gross Profit/ Loss. For the year ended December 31, 2022 and 2021, we recorded a gross profit and gross loss of $966,973 and $190,798 respectively.
For the year ended December 31, 2022, there is no vendor exceeded 10% of the Company’s cost of revenue. Gross Income . For the years ended December 31, 2023 and 2022, we recorded a gross income of $2,469,990 and $966,973, respectively.
During the years ended December 31, 2022 and 2021, the Company generated revenue of $724,991 and $0, respectively, from this stream. 41 Contract assets In accordance with ASC Topic 606, a contract asset arises when the Company transfers a good or performs a service in advance of receiving consideration from the customer as agreed upon.
Contract assets In accordance with ASC Topic 606, a contract asset arises when the Company transfers a good or performs a service in advance of receiving consideration from the customer as agreed upon. A contract asset becomes a receivable once the Company’s right to receive consideration becomes unconditional.
With its first mover advantage, Nusatrip has onboarded over 1.2 million registered users, over 500 airlines and over 200,000 hotels around the world as well as connected with over 80 million unique visitors. 39 The Company’s e-Commerce business is primarily conducted using Leflair’s Lifestyle Platform, as follows: 1) When a customer places an order on either the Leflair website or app, a sales orders report will be generated in the system.
The Company’s e-Commerce business is primarily conducted using Leflair’s Lifestyle Platform, as follows: 1) When a customer places an order on either the Leflair website or app, a sales orders report will be generated in the system. The Company will either fulfill this order from its inventory or purchase the item from the manufacturer or distributor.
For the year ended December 31, 2022 and 2021 we generated revenue of $5,635,553 and $519,885 respectively. The significant increase in revenue was mainly due to an increase in the sales from our online platforms and newly acquired subsidiaries. Revenue by business segment.
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.
The net loss is primarily attributable to general and administrative expenses. 34 Liquidity and Capital Resources 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.
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.
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. Using our loyalty platform, which we plan to introduce in 2023, consumers may earn, and merchants may issue, Society Points.
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.
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