UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 001-41037

SOCIETY PASS INCORPORATED

(Exact name of registrant as specified in its charter)

Nevada

83-1019155

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

701 S. Carson Street, Suite 200 Carson City, Nevada 89701

(Address of principal executive offices)

(+65) 6518-9385

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		SOPA		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company”, in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).

Yes ☐ No ☒

As of November 14, 2025, there were 6,105,525 shares of the registrant’s common stock, $0.0001 par value, outstanding.

Table of Contents

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	1
	Condensed Consolidated Statements of Operations and Other Comprehensive Loss for the Three and Nine Months ended September 30, 2025 and 2024	2
	Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months ended September 30, 2025 and 2024	3
	Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2025 and 2024	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	47
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	69
Item 4.	Controls and Procedures	69
PART II	OTHER INFORMATION	70
Item 1.	Legal Proceedings	70
Item 1A.	Risk Factors	70
Item 2.	Unregistered sales of Equity Securities and Use of Proceeds	70
Item 3.	Defaults Upon Senior Securities	70
Item 4.	Mining Safety Disclosure	70
Item 5.	Other Information	70
Item 6.	Exhibits	71
SIGNATURES		72

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

SOCIETY PASS INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2025 AND DECEMBER 31, 2024

(Currency expressed in United States Dollars (“US$”))


	September 30, 2025			December 31, 2024
	(Unaudited)			(Audited)

ASSETS
Current assets:
Cash and cash equivalents	$	6,552,702		$	7,630,079
Restricted cash		50,000			53,900
Accounts receivable, net		1,337,498			1,111,161
Inventories		82,131			157,734
Contract assets		79,826			333,188
Deposits, prepayments and other receivables		18,532,837			5,189,850
Total current assets		26,634,994			14,475,912

Non-current assets:
Intangible assets, net		5,025,703			5,504,047
Goodwill		81,849			81,849
Plant and equipment, net		342,689			407,871
Right of use assets, net		838,050			751,672
Deferred tax assets		11,090			58,350
Total non-current assets		6,299,381			6,803,789

TOTAL ASSETS	$	32,934,375		$	21,279,701

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payables	$	3,403,161		$	2,997,994
Contract liabilities		750,528			1,426,901
Accrued liabilities and other payables		14,406,756			18,323,527
Due to related parties		10,230			8,568
Operating lease liabilities		264,849			360,621
Loan		123,850			113,041
Total current liabilities		18,959,374			23,230,652

Non-current liabilities
Operating lease liabilities		574,505			392,754
Deferred tax liabilities		69,000			69,000
Total non-current liabilities		643,505			461,754

TOTAL LIABILITIES		19,602,879			23,692,406

COMMITMENTS AND CONTINGENCIES		-
Convertible preferred shares; $0.0001 par value, 5,000,000 shares authorized, 4,766,500 and 4,766,500 shares undesignated as of September 30, 2025 and December 31, 2024, respectively
Series A shares: 10,000 shares designated; 0 and 0 Series A shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		—			—
Series B shares: 10,000 shares designated; 0 and 0 Series B shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		—			—
Series B-1 shares: 15,000 shares designated; 0 and 0 Series B-1 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		—			—
Series C shares: 15,000 shares designated; 0 and 0 Series C shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively, net of issuance cost		—			—
Series C-1 shares: 30,000 shares designated; 0 and 0 Series C-1 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively, net of issuance cost		—			—
Convertible preferred shares	—			—

SHAREHOLDERS’ EQUITY (DEFICIT)
Series X Super Voting Preferred Stock, $0.0001 par value, 153,500 shares designated; 153,500 and 153,500 Series X shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		15			15
Common shares; $0.0001 par value, 50,000,000 shares authorized; 6,105,525 and 3,718,030 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		610			372
Subscription receivable		(381,111	)		(233,000	)
Additional paid-in capital		130,882,463			108,037,513
Less: Preferred stock held in treasury, at cost; 150,000 and 150,000 shares at September 30, 2025 and December 31, 2024, respectively		(15	)		(15	)
Less: Common shares held in treasury, at cost; 0 and 51,902 shares September 30, 2025 and December 31, 2024, respectively		—			(54,928	)
Accumulated other comprehensive income		16,645			272,917
Accumulated deficit		(116,607,896	)		(110,161,683	)
Total equity (deficit) attributable to Society Pass Incorporated		13,910,711			(2,138,809	)
Non-controlling interest		(579,215	)		(273,896	)
TOTAL EQUITY (DEFICIT)		13,331,496			(2,412,705	)
TOTAL LIABILITIES AND EQUITY (DEFICIT)	$	32,934,375		$	21,279,701

See accompanying notes to unaudited condensed consolidated financial statements.

SOCIETY PASS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

OTHER COMPREHENSIVE LOSS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(Currency expressed in United States Dollars (“US$”))


	Three months ended September 30,						Nine months ended September 30,
	2025			2024			2025			2024

Revenue, net
Sales – online ordering	$	10,212			4,931		$	17,591		$	29,360
Sales – digital marketing		801,422			1,461,480			4,049,548			4,542,073
Sales – online ticketing and reservation		568,673			208,873			1,287,769			650,480
Sales – data		75			106			472			4,849
Software sales		—			504			—			6,721
Total revenue		1,380,382			1,675,894			5,355,380			5,233,483

Cost of sales:
Cost of online ordering		(14,788	)		(6,650	)		(23,826	)		(33,281	)
Cost of digital marketing		(478,222	)		(1,298,566	)		(2,564,632	)		(3,802,729	)
Cost of data		(32	)		2,995			(897	)		(47,065	)
Software sales		—			(8,027	)		—			(27,808	)
Total cost of revenue		(493,042	)		(1,310,248	)		(2,589,355	)		(3,910,883	)

Gross income		887,340			365,646			2,766,025			1,322,600

Operating expenses:
Sales and marketing expenses		(123,869	)		(40,263	)		(229,474	)		(311,096	)
Software development costs		(13,083	)		(13,635	)		(39,512	)		(40,972	)
General and administrative expenses		(5,995,012	)		(1,486,362	)		(9,760,202	)		(7,192,001	)

Total operating expenses		(6,131,964	)		(1,540,260	)		(10,029,188	)		(7,544,069	)

Loss from operations		(5,244,624	)		(1,174,614	)		(7,263,163	)		(6,221,469	)

Other (expense) income:
(Loss) gain on disposal of plant and equipment		(231	)		—			(5	)		206
Loss on early lease termination		(69	)		—			(69	)		—
Impairment loss of intangible assets		—			(135,000	)		—			(135,000	)
Interest income		1,415			3,985			4,592			10,114
Interest expense		(833	)		(40,466	)		(1,216	)		(40,924	)
Loss on disposal of subsidiaries		(8,157	)		—			(8,157	)		—
Waiver of loan payable		17			382			8,509			43,792
Write-off of plant and equipment		—			(60	)		—			(8,480	)
Write-off of intangible asset		(209,172	)		—			(209,172	)		—
Other income		247,468			17,003			962,536			245,007
Total other income (expense), net		30,438			(154,156	)		757,018			114,715

Loss before income taxes		(5,214,186	)		(1,328,770	)		(6,506,145	)		(6,106,754	)

Income taxes		(66,573	)		(51,808	)		(67,878	)		(56,802	)

NET LOSS		(5,280,759	)		(1,380,578	)		(6,574,023	)		(6,163,556	)
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST		(161,770	)		(2,693	)		(92,954	)		(7,403	)

NET LOSS ATTRIBUTABLE TO SOCIETY PASS INCORPORATED	$	(5,118,989	)	$	(1,377,885	)	$	(6,481,069	)	$	(6,156,153	)

Other comprehensive loss:
Net loss		(5,280,759	)		(1,380,578	)		(6,574,023	)		(6,163,556	)
Foreign currency translation adjustment		177,743			(1,034,016	)		(469,355	)		(511,808	)

COMPREHENSIVE LOSS	$	(5,103,016	)	$	(2,414,594	)	$	(7,043,378	)	$	(6,675,364	)

Net loss attributable to non-controlling interest		(161,770	)		(2,693	)		(92,954	)		(7,403	)
Foreign currency translation adjustment attributable to non-controlling interest		(219,351	)		(34,962	)		(213,083	)		(24,598	)
Comprehensive loss attributable to Society Pass Incorporated	$	(4,721,895	)	$	(2,376,939	)	$	(6,737,341	)	$	(6,643,363	)

Net loss per share attributable to Society Pass Incorporated:
– Basic	$	(0.84	)	$	(0.48	)	$	(1.06	)	$	(2.25	)
– Diluted	$	(0.89	)	$	(0.48	)	$	(1.30	)	$	(2.25	)

Weighted average common shares outstanding
– Basic		6,105,525			2,882,349			6,105,525			2,733,145
– Diluted		5,737,829			2,882,349			4,989,505			2,733,145

See accompanying notes to unaudited condensed consolidated financial statements.

SOCIETY PASS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(Currency expressed in United States Dollars (“US$”))


	Three and Nine months ended September 30, 2025
	Preferred Stock				Common Stock				Treasury Stock												Accumulated
	Number of Shares		Amount		Number of Shares		Amount		Number of Shares			Amount			Subscription receivable			Additional Paid in Capital			other comprehensive income			Accumulated deficits			Non- controlling interest			Total Stockholders’ Equity
Balances at January 1, 2025		153,500	$	15		3,718,030	$	372		201,902		$	(54,943	)	$	(233,000	)	$	108,037,513		$	272,917		$	(110,161,683	)	$	(273,896	)	$	(2,412,705	)
Shares issued for At-The-Market (ATM) equity offering program		—		—		1,250,000		125		—			—			(403,338	)		2,282,969			—			—			—			1,879,756
Convertible notes		—		—		—		—		—			—			—			1,599,895			—			—			107			1,600,002
Foreign currency translation adjustment		—		—		—		—		—			—			—			—			(162,724	)		—			63,813			(98,911	)
Net loss for the period		—		—		—		—		—			—			—			—			—			(1,841,088	)		(4,560	)		(1,845,648	)

Balances at March 31, 2025		153,500	$	15		4,968,030	$	497		201,902		$	(54,943	)	$	(636,338	)	$	111,920,377		$	110,193		$	(112,002,771	)	$	(214,536	)	$	(877,506	)

Convertible notes		—		—		—		—		—			—			—			2,699,820			—			—			180			2,700,000
Shares issued for accrued salaries		—		—		43,031		4		—			—			—			64,496			—			—			—			64,500
Shares issued for private placement		—		—		300,000		30		—			—			—			299,970			—			—			—			300,000
Settlement of subscription receivable		—		—		—		—		(51,902	)		54,928			255,227			(286,298	)		—			34,856			—			58,713
Foreign currency translation adjustment		—		—		—		—		—			—			—			—			(490,642	)		—			(57,545	)		(548,187	)
Net income for the period		—		—		—		—		—			—			—			—			—			479,008			73,376			552,384

Balances at June 30, 2025		153,500	$	15		5,311,061	$	531		150,000		$	(15	)	$	(381,111	)	$	114,698,365		$	(380,449	)	$	(111,488,907	)	$	(198,525	)	$	2,249,904

Foreign currency translation adjustment		—		—		—		—		—			—			—			—			397,094			—			(219,351	)		177,743
Shares issued for accrued salaries		—		—		794,464		79		—			—			—			980,210			—			—			—			980,289
Sale of units in initial public offering, net of offering costs		—		—		—		—		—			—			—			15,203,888			—			—			431			15,204,319
Net loss for the period		—		—		—		—		—			—			—			—			—			(5,118,989	)		(161,770	)		(5,280,759	)

Balances at September 30, 2025		153,500	$	15		6,105,525	$	610		150,000		$	(15	)	$	(381,111	)	$	130,882,463		$	16,645		$	(116,607,896	)	$	(579,215	)	$	13,331,496

	Three and Nine Months ended September 30, 2024
	Preferred Stock				Common Stock				Treasury Stock												Accumulated
	Number of Shares		Amount		Number of Shares		Amount		Number of Shares			Amount			Subscription receivable			Additional Paid in Capital			other comprehensive income			Accumulated deficits			Non- controlling interest			Total Stockholders’ Equity
Balances at January 1, 2024		3,500	$	—		2,217,491	$	222		74,107		$	(785,525	)	$	—		$	105,606,538		$	(242,129	)	$	(99,272,691	)	$	(277,253	)	$	5,029,162
Shares issued for services		—		—		133,333		13		—			—			—			329,987			—			—			—			330,000
Share issued for treasury stock		—		—		166,667		17		—			—			—			487,223			—			—			—			487,240
Shares repurchase during the period		—		—		—		—		166,667			(487,240	)		—			—			—			—			—			(487,240	)
Sale of treasury stock		—		—		—		—		(176,335	)		1,085,983			—			—			—			(609,022	)		—			476,961
Foreign currency translation adjustment		—		—		—		—		—			—			—			—			244,054			—			5,329			249,383
Net loss for the period		—		—		—		—		—			—			—			—			—			(2,839,925	)		701			(2,839,224	)

Balances at March 31, 2024		3,500	$	—		2,517,491	$	252		64,439		$	(186,782	)	$	—		$	106,423,748		$	1,925		$	(102,721,638	)	$	(271,223	)	$	3,246,282

Shares issued for salaries		—		—		57,761		6		—			—						128,694			—			—			—			128,700
Shares issued for private placements		—		—		300,000		30		—			—			(283,000	)		482,970			—			—			—			200,000
Shares issued for subsidiary acquisition		—		—		24,631		2		—			—			—			75,000			—			—			—			75,002
Fractional shares		—		—		70,813		7		—			—			—			(7	)		—			—			—			—
Sale of treasury stock		—		—		—		—		(64,439	)		186,782			—			—			—			(50,884	)		—			135,898
Foreign currency translation adjustment		—		—		—		—		—			—			—			—			267,790			—			5,035			272,825
Net loss for the period		—		—		—		—		—			—			—			—			—			(1,938,343	)		(5,411	)		(1,943,754	)

Balances at June 30, 2024		3,500	$	—		2,970,696	$	297		—		$	—		$	(283,000	)	$	107,110,405		$	269,715		$	(104,710,865	)	$	(271,599	)	$	2,114,953
Balances		3,500	$	—		2,970,696	$	297		—		$	—		$	(283,000	)	$	107,110,405		$	269,715		$	(104,710,865	)	$	(271,599	)	$	2,114,953
Shares issued for directors’ fee		—		—		77,588		8		—			—			—			183,325			—			—			—			183,333
Share issued for treasury stock		—		—		530,000		53		—			—			—			581,097			—			—			—			581,150
Shares issued for salaries		—		—		67,405		7		—			—			—			95,193			—			—			—			95,200
Shares issued for accrued salaries		—		—		67,405		7		—			—			—			95,193			—			—			—			95,200
Shares issued for cost of issuance		150,000		15		—		—		—			—			—			—			—			—			—			15
Shares repurchase during the period		—		—		—		—		530,000			(581,150	)		—			—			—			—			—			(581,150	)
Sale of treasury stock		—		—		—		—		(478,098	)		526,222			—			—			—			(1,808	)		—			524,414
Received from private funding		—		—		—		—		—			—			50,000			—			—			—			—			50,000
Foreign currency translation adjustment		—		—		—		—		—			—			—			—			(999,054	)		—			(34,962	)		(1,034,016	)
Net loss for the period		—		—		—		—		—			—			—			—			—			(1,377,885	)		(2,693	)		(1,380,578	)
Net income (loss) for the period		—		—		—		—		—			—			—			—			—			(1,377,885	)		(2,693	)		(1,380,578	)

Balances at September 30, 2024		153,500	$	15		3,645,689	$	365		51,902		$	(54,928	)	$	(233,000	)	$	107,970,020		$	(729,339	)	$	(106,090,558	)	$	(309,254	)	$	553,321
Balances		153,500	$	15		3,645,689	$	365		51,902		$	(54,928	)	$	(233,000	)	$	107,970,020		$	(729,339	)	$	(106,090,558	)	$	(309,254	)	$	553,321

See accompanying notes to unaudited condensed consolidated financial statements.

SOCIETY PASS INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(Currency expressed in United States Dollars (“US$”)


	Nine months ended September 30,
	2025			2024

Cash flows from operating activities:
Net loss	$	(6,574,023	)	$	(6,163,556	)
Adjustments to reconcile net loss to net cash used in operating activities
Bad debts		—			35,699
Depreciation and amortization		434,595			493,306
Loss (gain) on disposal of plant and equipment		5			(206	)
Impairment loss of intangible assets		—			135,000
Loss on disposal of subsidiaries		8,157			—
Write-off of plant and equipment		—			8,480
Write-off of intangible asset		209,172			—
Waiver of loan payable		(8,509	)		(43,792	)
Stock based compensation for services		1,044,789			737,248
Deferred tax assets		47,260			85,742
Change in operating assets and liabilities:
Accounts receivable		(208,491	)		654,686
Inventories		78,136			174,551
Deposits, prepayments and other receivables		(13,267,792	)		(1,407,828	)
Contract assets		258,713			(338,219	)
Contract liabilities		(699,290	)		(49,535	)
Accounts payables		357,017			1,106,556
Accrued liabilities and other payables		(4,202,549	)		3,401,850
Advances to related parties		1,662			(7,512	)
Right of use assets		356,463			365,352
Operating lease liabilities		(356,862	)		(365,970	)
Net cash used in operating activities		(22,521,547	)		(1,178,148	)

Cash flows from investing activities:
Purchase of plant and equipment		(3,963	)		(9,826	)
Net cash used in investing activity		(3,963	)		(9,826	)

Cash flows from financing activities:
Proceeds from private placement		300,000			250,000
Proceeds from share issuance for ATM		1,938,469			—
Proceeds from issuance of convertible notes		4,300,002			—
Proceeds from loan		—			405,564
Repayment of loan		(91,905	)		(5,894	)
Proceeds from public offering, net of offering costs		15,204,319			—
Proceeds from the sale of treasury stock		—			1,137,273
Net cash provided by financing activities		21,650,885			1,786,943
Effect on exchange rate change on cash and cash equivalents		(206,652	)		(48,480	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		(1,081,277	)		550,489
CASH AND CASH EQUIVALENT AT BEGINNING OF PERIOD		7,683,979			3,723,982

CASH AND CASH EQUIVALENT AT END OF PERIOD	$	6,602,702		$	4,274,471

Supplemental disclosure of cash flow information:
Cash paid for interest	$	1,153		$	41,511
Cash paid for income tax	$	—		$	23,647

Non-cash investing and financing activities:
Right of use assets obtained in exchange for new operating lease liabilities	$	833,910		$	—

Reconciliation to amounts on condensed unaudited consolidated balance sheets:
Cash and cash equivalents	$	6,552,702		$	4,220,371
Restricted cash		50,000			54,100

Total cash, cash equivalents and restricted cash	$	6,602,702		$	4,274,471

See accompanying notes to unaudited condensed consolidated financial statements.

SOCIETY PASS INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(Currency expressed in United States Dollars (“US$”))

NOTE－1 DESCRIPTION OF BUSINESS AND ORGANIZATION

Society Pass Incorporated (the “Company”) was incorporated in the State of Nevada on June 22, 2018, under the name of Food Society Inc. On October 3, 2018, the Company changed its company name to Society Pass Incorporated. The Company, through its subsidiaries, mainly sells and distributes the hardware and software for a Point of Sales (POS) application in Vietnam. The Company also has online lifestyle platform to enable consumers to purchase high-end brands of all categories under its own brand name of “Leflair.” The Company has made several acquisitions in calendar year 2022 to 2025, as follows:

●	In February 2022, the Company completed the acquisition of 100% of the equity interest of New Retail Experience Incorporated and Dream Space Trading Company Limited through its subsidiary – Push Delivery Pte Limited, which two companies mainly provide an on-line grocery and food delivery platform in the Philippines and Vietnam respectively.

●	In May 2022, the Company completed another acquisition of 100% of the equity interests of Gorilla Networks Pte Ltd, Gorilla Mobile Pte Ltd, Gorilla Connects Pte Ltd and Gorilla Networks (VN) Co Ltd (collectively, “Gorilla Networks”), a food delivery service.

●	On July 7, 2022, the Company and its wholly owned subsidiary Thoughtful Media Group Incorporated collectively acquired 100% of the equity interests of Thoughtful Media Group Incorporated and AdActive Media, Inc. (collectively “Thoughtful Media”), whose business provides services to advertisers that helps to make internet advertising more effective.

●	On July 21, 2022, the Company acquired 100% of the equity interests of Mangan PH Food Delivery Service Corp. (“Mangan), a Philippines restaurant and grocery delivery business.

●	On August 15, 2022, the Company and its 95%-owned subsidiary SOPA Technology, Pte, Ltd., collectively acquired 75% of the outstanding capital stock of Nusatrip International Pte Ltd. (“Nusatrip”) and also purchased all of the outstanding capital stock of PT Tunas Sukses Mandiri (“Tunas”), a company existing under the law of the Republic of Indonesia, and both engaged in online ticketing and reservation services.

●	On January 1, 2023, the Company’s 100% owned subsidiary Thoughtful Media Group Inc and Adactive Media CA Inc acquired 100% of outstanding capital stock of PT Wahana Cerita Indonesia, an Indonesia company operating digital marketing and event organizing.

●	On April 1, 2023, the Company’s 99% owned subsidiary Nusatrip International Pte. Ltd. acquired 100% of the outstanding capital stock of Mekong Leisure Travel Company Limited (changed business nature from Join Stock Company), a Vietnam travel agency.

●	On July 1, 2023, the Company’s 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 travel agency.

On February 10, 2021, the Company effected a 750 for 1 forward stock split of the issued and outstanding shares of the Company’s common stock. The number of authorized shares and par value remain unchanged. All share and per share information in these financial statements and its footnotes have been retroactively adjusted for the years presented, unless otherwise indicated, to give effect to the forward stock split.

On September 21, 2021, the Company effected a 1 for 2.5 reverse stock split of the issued and outstanding shares of the Company’s common stock. The number of authorized shares and par value remain unchanged. All share and per share information in these financial statements and its footnotes have been retroactively adjusted for the years presented, unless otherwise indicated, to give effect to the reverse stock split.

The registration statement for the Company’s Initial Public Offering became effective on November 8, 2021. On November 8, 2021, the Company entered into an underwriting agreement with Maxim Group LLC (the “Underwriter”) related to the offering of 2,888,889 shares of the Company’s common stock (the “Firm Shares”), at a public offering price of $9.00 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 45 days, to purchase an additional 236,111 shares of common stock (the “Option Shares”) to cover over-allotments. The Company raised gross proceeds of $26,000,001 and $2,124,999 from its initial public offering and from the sale of the Option Shares, respectively.

On February 8, 2022, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with the “Underwriter, related to the offering of 3,030,300 shares (the “Shares”) of the Company’s common stock and warrants to purchase up to 3,030,300 shares of common stock of the Company (the “Warrants”). Each Share was sold together with one Warrant to purchase one Share at a combined offering price of $3.30. In addition, the Company granted the Underwriter a 45-day over-allotment option to purchase up to an additional 454,545 Shares and/or Warrants, at the public offering price, less discounts and commissions. On February 10, 2022, the Underwriter gave notice to the Company of the full exercise of their over-allotment option and that delivery of the overallotment securities was made on February 11, 2022.

On June 30, 2023, NextGen Retail Inc., a Nevada corporation (the “Buyer”), a wholly-owned subsidiary of the Company, entered into a Securities Purchase Agreement with Story-I Ltd., an Australian corporation (“Story-I Australia”), Story-I Pte Ltd., a Singapore corporation (“Story-I Singapore”), a wholly-owned subsidiary of Story-I Australia, and Michael Chan, to purchase 95% of the outstanding shares (the “Majority Shares”) of PT Inetindo Infocom (the “Company”), an Indonesian company and retail reseller of Apple computers and other electronics in Indonesia. The consideration for the Majority Shares to be paid to Story-I Australia and Story-I Singapore by the Buyer is AUS$2,787,173, approximately US$ 1.85 million based on current exchange rates. The Company formally terminated the agreement on April 12, 2024.

On May 1, 2024, the Company effected a 1-for-15 reverse stock split of the issued and outstanding shares of the Company’s common stock. The number of authorized shares has changed to 6,333,333 shares and par value remain unchanged. All share and per share information in these financial statements and its footnotes have been retroactively adjusted for the years presented, unless otherwise indicated, to give effect to the reverse stock split.

On June 2, 2025, the Company increased the number of registered shares of its common stock from 6,333,333 to 50,000,000 with par value of $0.0001.

The forward stock split and reverse stock split transactions described above had no effect on the stated value of the preferred stock and the number of designated shares and outstanding shares of each series of preferred stock was unchanged in accordance with the respective certificate of designations. The number of authorized shares of preferred stock also remained unchanged.

Schedule of description of subsidiaries

Name	Place and date of incorporation	Principal activities	Particulars of registered/ paid up share capital	Effective interest held
Society Technology LLC	United States, January 24, 2019	IP Licensing	US$1		100	%
SOPA Cognitive Analytics Private Limited	India February 5, 2019	Computer sciences consultancy and data analytics	INR 1,238,470		100	%
SOPA Technology Pte. Ltd.	Singapore, June 4, 2019	Investment holding	SGD 1,250,000		95	%
SOPA Technology Company Limited	Vietnam October 1, 2019	Software production	Registered: VND 2,307,300,000; Paid up: VND 1,034,029,911		100	%
Thoughtful Media (Singapore) Pte. Ltd. (FKA: Hottab Pte Ltd. (HPL))	Singapore January 17, 2015	Digital marketing	SGD 620,287.75		100	%
Hottab Vietnam Co. Ltd	Vietnam April 17, 2015	Sale of POS hardware and software	VND 1,000,000,000		100	%
Thoughtful Media Group Co. Ltd (FKA: Hottab Asset Company Limited)	Vietnam July 25, 2019	Digital marketing	VND 5,000,000,000		100	%
Nextgen Retail Inc (FKA: Leflair Incorporated)	United States December 7, 2021	Investment holding	US$1		100	%
Thoughtful Media (Philippines) Incorporated (FKA: SOPA (Phil) Incorporated)	Philippines Jan 11, 2022	Investment holding	PHP 11,000,000		100	%
New Retail Experience Incorporated	Philippines Jan 16, 2020	On-line Grocery delivery platform	PHP 3,750,000		100	%
Dream Space Trading Co. Ltd	Vietnam May 23, 2018	On-line Grocery and food delivery platform	VND 500,000,000		100	%
Push Delivery Pte Ltd	Singapore January 7, 2022	Investment holding	US$2,000		100	%
Gorilla Mobile Singapore Pte. Ltd.	Singapore August 6, 2020	Telecommunications resellers	SGD 100		100	%
Thoughtful Media Group Incorporated	United States June 28,2022	Investment holding	US$10		89.89	%
Thoughtful (Thailand) Co. Ltd	Thailand September 2, 2014	Digital marketing	THB 4,000,000		99.75	%
AdActive Media CA Inc.	United States April 12, 2010	Digital marketing	Preferred: US$1,929.1938 Common: US$4,032.7871		100	%
PT Tunas Sukses Mandiri	Indonesia February 8, 2010	Online ticketing and reservation	IDR 26,000,000		99	%
Nusatrip Malaysia Sdn Bhd	Malaysia March 1, 2017	Online ticketing and reservation	MYR 52,000		99	%
Nusatrip Singapore Pte Ltd	Singapore December 6, 2016	Online ticketing and reservation	SGD 212,206		99	%
Nusatrip International Pte Ltd	Singapore January 9, 2015	Online ticketing and reservation	SGD 905,006.51		99	%
PT Thoughtful Media Group Indonesia (FKA: PT Wahana Cerita Indonesia)	Indonesia January 14, 2022	Digital marketing and event organizer	IDR 51,000,000		100	%
Mekong Leisure Travel Company Limited	Vietnam October 6, 2011	Online ticketing, reservation and system	VND 875,460,000		99	%
Vietnam International Travel and Service Joint Stock Company	Vietnam November 16, 2012	Ticketing	VND 1,900,000,000		100	%
Sopa Incorporated	Unites States May 22, 2023	Investment holding	Common: US$0.10		100	%
Nusatrip Incorporated	United States May 22,2023	Investment holding	Registered: Common: US$20,000 Preferred: US$1,000 Paid up: Common: US$1,938		72.24	%
Thoughtful Media (Malaysia) Sdn Bhd	Malaysia October 18, 2023	Digital marketing	MYR 1,000		100	%
Nusatrip Technology (Beijing) Co., Ltd	Chinese Mainland May 21, 2025	Online ticketing and reservation and system	Registered: CNY 5,000,000 Paid up: CNY 715,650		100	%
Nusatrip Hong Kong Limited	Hong Kong July 2, 2025	Online ticketing and reservation	HK$1		100	%
Nusatrip Comm Pte Limited	Singapore September 1, 2025	Telecommunications resellers	SGD10,000		100	%
Thoughtful Media Limited	Hong Kong September 26, 2025	Digital marketing	HK$1		100	%
Nusatrip Flight Limited Hong Kong	October 21, 2025	Online ticketing and reservation	HK$780,000		100	%

On February 23, 2023, Society Pass Incorporated acquired additional issued capital in Nusatrip International Pte Ltd of 2,225,735 number of ordinary stock and increased its shareholding from 75% to 99%, and to the subsidiaries within the group.

On May 22, 2023, Thoughtful Media Group Inc and Society Pass Inc acquired additional issued capital in Thoughtful (Thailand) Co Ltd of 397,000 and 2,000 number of ordinary stocks amounted to THB 1,985,000 and THB 10,000 respectively. Total shareholding interest remains unchanged.

On August 1, 2023, the Company 95% owned subsidiary Sopa Technology Pte. Ltd. disposed one of its 100% owned subsidiary Sopa (Phil) Incorporated to the Company 100% owned subsidiary Thoughtful Media Group Incorporated as internal group restructuring. At the same day, Sopa (Phil) Incorporated changed name to Thoughtful Media (Philippines) Inc and updated its principal activities to digital marketing.

On October 25, 2023, the Company 95% owned subsidiary Sopa Technology Pte. Ltd. acquired one of its 100% owned subsidiary Hottab Vietnam Company Limited from its 100% owned subsidiary Hottab Pte. Ltd. and disposed 100% shareholding of Hottab Pte. Ltd. to its 100% owned subsidiary Thought Media Group Incorporated. At the same day, Hottab Pte. Ltd. changed name to Thoughtful Media (Singapore) Pte. Ltd. and updated its principal activities to digital marketing.

During the year of 2023, certain operations were progressively discontinued following management’s decision based on operation performance, business strategy and future prospects. This is mainly online F&B and groceries delivery operations under online ordering segment includes “Handycart” under subsidiary Dream Space Trading Co., Ltd in Vietnam and “Pushkart” and “Mangan” under subsidiary New Retail Experience Incorporated in the Philippines. There is also discontinued operation of local mobile in telecommunication reseller under subsidiary Gorilla Mobile Pte Ltd. In view of the operation results which are insignificant to the impact of the group and continued operation involvements are in place in all these operations, therefore no separate disclosure is considered necessary in accordance to the discontinued operation standards.

On June 3, 2024, NusaTrip Incorporated issued an additional 7,999,000 shares of Common Stock to Society Pass at a price of $0.0001 per share.

On June 21, 2024, TMG Incorporated issued an additional 7,900,000 shares of Common Stock to Society Pass at a price of $0.0001 per share.

On July 12, 2024, TMG Incorporated issued an additional 8,000,000 shares of Common Stock to Society Pass at a price of $0.0001 per share.

On September 2, 2024, NusaTrip Incorporated issued an additional 6,000,000 shares of Common Stock to Society Pass at a price of $0.0001 per share.

On October 18, 2024, subsidiary Nusatrip Inc. entered into a securities purchase agreement with the Selling Stockholders. Pursuant to securities purchase agreement, on October 18, 2024, the subsidiary issued convertible notes (the “Convertible Notes”) to the Selling Stockholders with an aggregate principal amount of $1,600,002 (the “Convertible Notes Offering”). Pursuant to the amendments to the securities purchase agreement for Convertible Notes dated November 13, 2024, entered by the subsidiary and the investors, the Convertible Notes shall automatically convert into shares of our common stock upon the effectiveness of the registration statement at the conversion price of $1.50 per share. The subsidiary is obligated to pay interest to the Selling Stockholders on the outstanding principal amount at the rate of 6.0% per annum. The Convertible Notes and the interests shall be converted into shares of common stock of the subsidiary at a conversion price of $1.50 per share by the nine months anniversary of the issuance date or the consummation of IPO, whichever earlier. The Convertible Notes were converted into an aggregate of 1,066,668 shares of Common Stock and issued to the investors, and the three private placements were completed on February 10, 2025. Therefore, Nusatrip Inc. shareholding decreased from 100% to 92.92%.

The Company entered into binding term sheets dated July 1, 2024 with each of Creative Vision Digital Limited, Grit Securities Limited, Su Feng WANG, XuZhong XU, Zhe ZHOU, and YuZhang ZHOU, respectively (collectively, the “July Term Sheets”). Each term sheet provided for the following terms, among others: a right for the investor to convert the notes into Common stock at price of $1.80 per share until September 15, 2024, and at a price of $1.50 per share commencing from and after such date; and a force majeure provision that permitted the parties to terminate upon a force majeure event, which included the right of the Company to terminate if “know your customer” or other diligence of any investor was not completed in a prompt and comprehensive manner, as well as other events beyond the control of the parties.

On July 17, 2024, the Company entered into securities purchase agreements (the “July SPAs”) with the six above referenced investors for a private placement of Convertible Notes with a principal amount of $5,000,000, five of which were terminated in September 2024 and October 2024.

The Subsidiary Thoughtful Media Group Inc (“TMGUS”) entered into two additional binding term sheets dated August 12, 2024, with G Bridge Global Investment Limited and GRIT Multi-Strategies Investment Company Limited, respectively (collectively, the August Term Sheets”), when diligence on certain of the investors who signed the July Term Sheets was not moving forward at an acceptable pace; these August Term Sheets contained identical provisions as those contained in the July Term Sheets. On September 20, 2024, TMGUS determined that the vetting and diligence relating to the four individual above referenced investors (Su Feng WANG, XuZhong XU, Zhe ZHOU, and YuZhang ZHOU) was not satisfactory, and therefore TMGUS and each such individual mutually terminated its respective July SPA. TMGUS and Grit Multi-Strategies Investment Company Limited executed long form documentation on September 20, 2024, pursuant to their August Term Sheet (the “September SPA”). TMGUS and G Bridge Global Investment Limited executed long form documentation on October 15, 2024, pursuant to their August Term Sheet (the “October SPA,” and together with the July SPAs and September SPA, the “SPAs”). Prior to filing Amendment 2 to the Registration Statement on October 18, 2024, the Company removed Grit Securities Limited as a selling stockholder because that entity could, due to its other business activities, be deemed an underwriter under applicable securities laws. Such an event would be beyond the control of that investor, and therefore TMGUS and Grit Securities Limited terminated their July SPA on October 15, 2024.

TMGUS completed its Convertible Notes offerings in June 2025 pursuant to securities purchase agreements (the “SPAs”) with Creative Vision Digital Limited, GRIT Multi-Strategies Investment Company Limited, and G Bridge Global Investment Limited (collectively, the “Purchasers”). The Company issued Convertible Notes to G Bridge Global Investment Limited on June 17, 2025, to Creative Vision Digital Limited on June 25, 2025, and to GRIT Multi-Strategies Investment Company Limited on June 26, 2025, each with an aggregate principal amount of $900,000.

The Convertible Notes mature six months from the respective issuance dates, at which point the full principal amount and any accrued interest will become due and payable. Pursuant to the SPAs, the Convertible Notes automatically convert into shares of Common Stock upon the effectiveness of the registration statement, at a conversion price of $1.50 per share. The Purchasers elected to fully convert the Convertible Notes on June 24 and June 27, 2025, and the Company issued a total of 1,800,000 shares of Common Stock to the Purchasers.

Therefore, the company’s shareholding of TMGUS decreased from 100% to 89.89% with effect from June 30, 2025.

On August 18, 2025, the Company completed its initial public offering of 3,750,000 shares of Common Stock of Nusatrip Incorporated at an offering price of $4.00 per share. The gross proceeds from the offering were approximately $15,000,000. Therefore, The Company’s shareholding of Nusatrip Incorporated decreased from 92.92% to 74.4%. On September 5, 2025, Nusatrip Incorporated issued 562,500 shares of Common Stock to third party and further dilute the Company’s shareholding to 72.24%.

NOTE－2 GOING CONCERN AND LIQUIDITY

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the consolidated financial statements, the Company has suffered loss for period of $6,574,023, working capital surplus of $7,675,620 and accumulated deficit of $116,607,896 as of September 30, 2025 that raise substantial doubt about its ability to continue as a going concern. In assessing the going concern, management and the Board has considered the following:

1) Cash and cash equivalents balance of $6,552,702.

2) Pursuing business growth of digital marketing and online ticketing and reservations through engaging with more vendors and customers to maximise the sales volume and margin, and continuous improvement in cost control over all segments.

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 that it will be able to achieve these goals. As a result, the Company continually monitors its capital structure and operating plans and evaluates various potential funding alternatives that may be needed to finance the Company’s business development activities, general and administrative expenses and growth strategy.

Global Events

The Russian-Ukraine war and the supply chain disruption have not affected any specific segment of our business.

NOTE－3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying unaudited condensed consolidated financial statements and notes.

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Basis of presentation

The Company has prepared the accompanying unaudited condensed financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These financial statements are unaudited and, in our opinion, include all adjustments consisting of normal recurring adjustments and accruals necessary for a fair presentation of our condensed balance sheets, statements of operations and other comprehensive loss, statements of stockholders’ deficit and cash flows for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for any subsequent quarter or for the full year ending December 31, 2025 due to various factors. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been omitted in accordance with the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the 2024 audited financial statements and accompanying notes filed with the SEC.

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Emerging Growth Company

We are an “emerging growth company” under the JOBS Act. For as long as we are an “emerging growth company,” we are not required to: (i) comply with any new or revised financial accounting standards that have different effective dates for public and private companies until those standards would otherwise apply to private companies, (ii) provide an auditor’s attestation report on management’s assessment of the effectiveness of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (iii) comply with any new requirements adopted by the Public Company Accounting Oversight Board (“PCAOB”) or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer or (iv) comply with any new audit rules adopted by the PCAOB after April 5, 2012, unless the SEC determines otherwise. However, we have elected to “opt out” of the extended transition period discussed in (i) and will therefore comply with new or revised accounting standards on the applicable dates on which the adoption of such standards are required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of such extended transition period for compliance with new or revised accounting standards is irrevocable.

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Use of estimates and assumptions

In preparing these unaudited condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the years reported. Actual results may differ from these estimates. If actual results significantly differ from the Company’s estimates, the Company’s financial condition and results of operations could be materially impacted. 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.

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Basis of consolidation

The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions have been eliminated upon consolidation.

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Business combination

The Company follows Accounting Standards Codification (“ASC”) ASC Topic 805, Business Combinations (“ASC 805”) and ASC Topic 810, Consolidation (“ASC 810”). ASC Topic 805 requires most identifiable assets, liabilities, non-controlling interests, and goodwill acquired in a business combination to be recorded at “fair value.” The statement applies to all business combinations. Under ASC 805, all business combinations are accounted for by applying the acquisition method. Accounting for the resulting goodwill requires significant management estimates and judgment. Management performs periodic reviews of the carrying value of goodwill to determine whether events and circumstances indicate that an impairment in value may have occurred. A variety of factors could cause the carrying value of goodwill to become impaired. 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.

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Noncontrolling interest

The Company accounts for noncontrolling interests in accordance with ASC Topic 810, which requires the Company to present noncontrolling interests as a separate component of total shareholders’ equity (deficit) on the condensed consolidated balance sheets and the consolidated net loss attributable to its noncontrolling interest be clearly identified and presented on the face of the condensed consolidated statements of operations and comprehensive loss.

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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 unaudited condensed consolidated financial statements. The Company currently operates in six reportable operating segments: (i) Online Grocery and Food and Groceries Deliveries, (ii) Digital marketing, (iii) Online ticketing and reservation, (iv) Telecommunications Reseller, (v) e-Commerce, and (vi) Corporate.

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Cash and cash equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. As of September 30, 2025 and December 31, 2024, the cash and cash equivalents excluded restricted cash amounted to $6,552,702 and $7,630,079, respectively.

The Company currently has bank deposits with financial institutions in the U.S. which exceed FDIC insurance limits. FDIC insurance provides protection for bank deposits up to $250,000, so there were uninsured balance of $0 and $56,430 as of September 30, 2025 and December 31, 2024, respectively. In addition, the Company has uninsured bank deposits of $6,332,941 and $7,330,486 with a financial institution outside the U.S as of September 30, 2025 and December 31, 2024, respectively. All uninsured bank deposits are held at high quality credit institutions.

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Restricted cash

Restricted cash refers to cash that is held by the Company for specific reasons and is, therefore, not available for immediate ordinary business use. The restricted cash represented fixed deposit maintained in bank accounts that are pledged. As of September 30, 2025 and December 31, 2024, the restricted cash amounted to $50,000 and $53,900, respectively.

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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. Credit is extended based on an evaluation of a customer’s financial condition, the customer’s creditworthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. Quarterly, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company records bad debt expense and records an allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For receivables that are past due or not being paid according to payment terms, appropriate actions are taken to pursue all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance for doubtful accounts after all means of collection have been exhausted and the potential for recovery is considered remote. Currently, the Company does not have any off-balance-sheet credit exposure related to its customers, and as of both September 30, 2025 and December 31, 2024, there was no need for allowance for doubtful accounts.

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Inventories

Inventories are stated at the lower of cost or net realizable value, cost being determined on a first-in-first-out method. 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. No allowance for obsolete inventories was recorded by the Company during the three and nine months ended September 30, 2025 and 2024. The inventories amounted to $82,131 and $157,734 at September 30, 2025 and December 31, 2024, respectively.

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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. Since the Company has prepaid expenses categorized as both current and non-current assets, the benefits associated with the products or services are considered current assets if they are expected to be used during the next twelve months and are considered non-current assets if they are expected to be used over a period greater than one year.

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Plant and equipment

Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

		Expected useful lives
Computer equipment		3 years
Office equipment		5 years
Furniture and fixtures		3 - 5 years
Renovation		5 years

Expenditures for repairs and maintenance are expensed as incurred. 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.

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Intangible assets

Intangible assets consist primarily of software platforms, internally developed applications, acquired intellectual technology, and other identifiable intangible assets. Intangible assets are recorded at cost if internally developed or at fair value if acquired in a business combination.

Intangible assets are classified as either indefinite-lived or definite-lived, based on the period over which the asset is expected to contribute to future cash flows.

Indefinite-lived intangible assets, including certain trademarks and trade names, are not amortized but are subject to annual impairment testing or more frequently if events or changes in circumstances indicate the carrying amount may not be recoverable. Impairment is recognized when the carrying amount exceeds the estimated fair value, determined using discounted cash flow analyses or other appropriate valuation techniques.

Definite-lived intangible assets, including acquired technology, software licenses, software platform, and Apps development and intellectual technology, are amortized on a straight-line basis over their estimated useful lives. These assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. If the carrying value exceeds the estimated undiscounted future cash flows, an impairment loss is recorded for the excess of carrying value over fair value.

Costs incurred during the preliminary project stage of developing software for internal use are expensed as incurred. Costs incurred during the application development stage that meet the criteria for capitalization under ASC 350-40 are capitalized and amortized over the estimated useful life of the software.

Research and development costs are expensed as incurred unless they meet the criteria for capitalization described above. These costs primarily relate to the design and development of new software applications, enhancements to existing platforms, and other technology-based solutions.

The estimated useful lives of the Company’s intangible assets are as follows:

Asset Type		Expected useful life
Software platform		2.5 years
Apps development		3 years
Computer software		3 years
Software system		3 years
Intellectual technology		3 years
Identifiable intangible asset		Indefinite
Other intangible assets		3 – 5 years

●

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. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. There has been no impairment charge for the three and nine months ended September 30, 2025 and 2024 presented.

●

Revenue recognition

The Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). Under ASU 2014-09, the Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

	●	Identify the contract with a customer;
	●	Identify the performance obligations in the contract;
	●	Determine the transaction price;
	●	Allocate the transaction price to performance obligations in the contract; and
	●	Recognize revenue as the performance obligation is satisfied.

The Company generates its revenues from a diversified a mix of e-commerce activities that correspond to our six business segments (business to consumer or “B2C”), lifestyle (B2C), grocery and food delivery (B2C), telecommunication reseller (B2C), online ticketing and reservations (B2C) and the services providing to merchants for their business growth (business to business or “B2B”), merchant POS (B2B), digital marketing (B2B) and online ticketing and reservations (B2B).

The Company’s performance obligations include providing connectivity between merchants and consumers, generally through an online ordering platform. The platform allows merchants to create an account, display a menu and track their sale reports on the merchant facing application. The platform also allows the consumers to create an account and order from merchants on the consumer facing application. The platform allows a delivery company to accept an online delivery request and deliver or ship an order from a merchant to customer.

Lifestyle

The Company has developed an online lifestyle platform (the “Lifestyle Platform”) under its own brand name of “Leflair” to enable consumers to purchase high-end brands in many categories. Using the Company’s smart search engine, consumers search or review their favorite brands among hundreds of choices in various categories, including Apparel, Bags & Shoes, Accessories, Health & Beauty, Home & Lifestyle, International, Women, Men and Kids & Babies categories. The Lifestyle Platform also allows customers to order from hundreds of vendor choices with personalized promotions based on their individual purchase history and location. The platform has also partnered 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 can collect their purchases at the Company’s logistics center.

Grocery and Food Delivery

Other online platforms include online platforms in Vietnam, under the brand name of “Handycart”, and 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. This business segment has been progressively ceasing yet the Company has maintained ongoing involvement in specific operational activities during the three and nine months ended September 30, 2025.

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). 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. Gorilla GO Tokens in turn can be redeemed for eVouchers, to offset future bills, or be redeemed for other value-added services. Please visit https://gorilla.global/ for more information. During the three and nine months ended September 30, 2025, the Company ceased its local mobile data service operation due to business restructuring to refocus on overseas internet data services.

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. 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. 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. The NusaTrip acquisition extended the Company’s business reach into SEA regional travel industry and marked the Company’s first foray into Indonesia. Established in 2013 as the first Indonesian OTA accredited by the International Air Transport Association, NusaTrip pioneered offering a comprehensive range of airlines and hotels to Indonesian corporate and retail customers. 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. During the year, NusaTrip Group also acquired two Vietnam based companies having branding name of “VLeisure” and “VIT” selling air ticket, hotel reservation and providing hotel management software to local market.

The Company’s e-Commerce business is primarily conducted using Leflair’s Lifestyle Platform, as follows:

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. 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. Sale of products are offered with a limited right of return ranging from 3 to 30 days, from the date of purchase and not subject to any product warranty. The Company is considered the principal in this e-commerce transaction and reports revenue on a gross basis as the Company establishes the price of the product, has responsibility for fulfillment of the order and retains the risk of collection.

During the three months period ended September 30, 2025 and 2024, the Company generated revenue of $10,212 and $4,931, respectively, in the Lifestyle sector.

During the nine months period ended September 30, 2025 and 2024, the Company generated revenue of $17,591 and $29,360, respectively, in the Lifestyle sector.

Grocery and food delivery consists of online grocery under brand name “Pushkart” and food delivery service under brand name “Handycart” as follows:

Customers place order for groceries and take-out food through our online platforms of “Pushkart”, “Mangan” and “Handcart” respectively. When the grocery or food merchant receives and order, our platform will assign a third-party delivery service to pick up and deliver the grocery and/or food order to the customer. Revenue is recognized when the grocery and/or food is delivered, at which time the customer pays for the grocery and /or food order with cash, at Net of merchant cost.

During the three and nine months period ended September 30, 2025 and 2024, the Company did not generate revenue 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. Our telecommunication revenues are recorded for ASC Topic 606 purposes as follows:

Local mobile plan - customers choose and subscribe to a monthly local mobile plan through our “Gorilla” online platform. The Company will proceed to register the sim card (effectively, the mobile telephone number activation card) and arrange delivery of that Sim card to the customer. Following Sim card activation, the system will capture the monthly data usage of each customer, calculated in accordance with the package data capacity and monthly subscription rate, which amounts are aggregated and recorded as revenue. Unused data will be converted to Rewards Points and carried forward to next month for potential subsequent data usage. 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.

Overseas internet data plan – a customer will place order for their desired overseas internet data plan through either the “Gorilla” online platform or third-party partner platforms. Subscription revenue is recognized when the Sim card is delivered and activated.

During the three months period ended September 30, 2025 and 2024, the Company generated revenue of $75 and $106, respectively, from telecommunications.

During the nine months period ended September 30, 2025 and 2024, the Company generated revenue of $472 and $4,849, respectively, from telecommunications.

Online advertising services - The Company receives advertising revenues, which principally represent the sale of banners or sponsorship to customers on the website and mobile. These services are provided continuously over a fixed term as per the customer agreements. Revenue from online advertising services is recognized over time, throughout the duration of the agreement. This method of revenue recognition accurately reflects the ongoing provision of services and the continuous benefit received by the customer as the advertisements are displayed over the agreed period.

Digital marketing revenues are recognized when the Company has negotiated the terms of the transaction, which includes determining either the overall price, or price for each performance obligation in the form of a service or a product, the service or product has been delivered to the customer, no obligation is outstanding regarding that service or product, and the Company is reasonably assured that funds have been or will be collected from the customer.

A summary of each of the Company’s revenue streams under ASC 606 is as follows:

Marketing services from customers

Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer.

The Company derives its revenue from the provision of digital marketing services to customers. The Company offers customers with a comprehensive suite of digital marketing services to enhance their social media presence and reach their target audiences, particularly Gen Z and Millennials, to achieve marketing goals. The customers can leverage the Company’s experience in building content and fanbases with creators, their creators’ creativity, engagement, and trust among creators’ loyal fanbases to increase their brand awareness and sell products. The Company offers customized digital marketing solution, including (i) advising on content strategy and budget and recommending specific creators; (ii) communicating with and managing selected creators; (iii) producing and engaging relevant content with creators to promote key messages for customers; (iv) uploading branded content on creators’ social media channels; (v) amplifying the reach of creators’ and customers’ content through precise media planning and buying via boosting marketing services on social media platforms, such as Google; and (vi) providing optimization services through data analysis and reporting.

The Company’s customers’ payment terms generally range from 30-60 days of fulfilling its performance obligations and recognizing revenue.

Campaign-based marketing services revenue is recognized as a distinct single performance obligation when the Company transfers services to customers, which occurs over time. The performance obligation may be a promise to place branded content on certain social media platforms and is satisfied upon delivery of such related services to customers. The duration of the service period is short, usually over 1-3 months. Such revenue is recognized at over time, for the amount the Company is entitled to receive, as and when the marketing services are provided and completed.

Marketing services from social media platforms (“platform revenue”)

The Company also derives its advertising revenue generated from its channel pages and posts on social media platforms, such as YouTube by monetizing its contents. The payments are usually received within 30 days upon completion of performance obligation for platform revenue services.

The Company recognizes revenue as performance obligations are satisfied as the creation of contents are published on the social media platforms, which occurs at a point in time. The advertisements are delivered primarily based on impressions of contents on social media platforms, hence the Company provided the advertising services by an on-going basis during the publication period and the outcome of the services can be received and consumed by the social media platform simultaneously.

The Company records its revenues, net of value added taxes (“VAT”), which is levied at the rate of 10% on the invoiced value of sales.

During the three months period ended September 30, 2025 and 2024, the Company generated revenue of $801,422 and $1,461,480, respectively, from this stream.

During the nine months period ended September 30, 2025 and 2024, the Company generated revenue of $4,049,548 and $4,542,073, respectively, from this stream.

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. Revenue from air ticketing services, air ticket commission, hotel reservation and ancillary services including insurance commissions and refund margin are substantially recognized at a point of time when the performance obligations that are satisfied. These revenues cover B2B and B2C sales channel segments.

The Company has a software subscription revenue generated from hotel in Vietnam, and online advertising revenue, reported in gross basis, providing a hotel booking management platform for hotel management purposes, and brand advertisement purpose. these revenues are recognized ratably over the time or upon relevant performance obligations being fulfilled.

Ticketing services

The Company receives spread margin from B2B and B2C customers and commissions from travel suppliers for ticketing reservations through the Company’s transaction and service platform under various services agreements. Spread margin and commissions from ticketing reservations rendered are recognized when tickets are issued as this is when the Company’s performance obligation is satisfied. The Company is not entitled to a spread margin and commission fee for the tickets cancelled by the end users. Losses incurred from cancelations are immaterial due to a historical low cancelation rate and minimal administrative costs incurred in processing cancelations. The Company presents revenues from such transactions on a net basis in the statements of income as the Company, generally, does not control the service provided by the travel supplier to the traveler and does not assume inventory risk for cancelled ticketing reservations. 100% of the Company’s ticketing services revenues were recognized on a net basis, as an agent, during the three and nine months period ended September 30, 2025 and 2024.

Hotel reservation services

The Company receives spread margin from B2B and B2C customers and commissions from travel suppliers for hotel room reservations through the Company’s transaction and service platform. Commissions from hotel reservation services rendered are recognized when the reservation becomes non-cancelable (when the cancelation period provided by the reservation expires) which is the point at which the Company has fulfilled its performance obligation (successfully booking a reservation, which includes certain post-booking services during the cancelation period). Contracts with certain travel suppliers contain incentive commissions typically subject to achieving specific performance targets. The incentive commissions are considered as variable consideration and are estimated and recognized to the extent that the Company is entitled to such incentive commissions. The Company generally receives incentive commissions from monthly arrangements with hotels based on the number of hotel room reservations where end users have completed their stay. The Company presents revenues from such transactions on a net basis in the statements of income and comprehensive income as the Company, generally, does not control the service provided by the travel supplier to the traveler and does not assume inventory risk for cancelled hotel reservations.

Hotel technology platform software services

The Company receives subscription fee from travel suppliers for hotel room reservation and marketing system through the Company’s reservation and marketing platform.

Subscription fee from hotel technology platform software services rendered are recognized ratably over the fixed term of the agreement as services are provided throughout the contract period, where the performance obligations being fulfilled through the usage of our hotel technology platform software services.

The Company presents revenues from such transactions on a gross basis in the statements of income and comprehensive income as the Company, generally, control the service provided by the travel supplier to the traveler.

Ancillary services

Ancillary revenues comprise primarily of the insurance commission and refund margin.

Insurance commission revenue received from B2B and B2C customers for selling of travel insurance through the Company’s transaction and service platform. Commission from travel insurance is recognized when the order is confirmed and paid which is the point at which the Company fulfilled its performance obligation. Refund margin revenue received from B2B and B2C customers for the spread arise from reservations cancellation fee between customers and travel suppliers. This is recognized upon the confirmation of refund amount by both customers and travel suppliers which is the point at which the Company fulfilled its performance obligation.

The Company presents revenues from ancillary service transactions on a net basis in the statements of income and comprehensive income as the Company, generally, does not control the service provided by the insurance supplier and travel supplier to the traveler.

Online advertising services

The Company receives advertising revenues, which principally represent the sale of banners or sponsorship to customers on the website and mobile. These services are provided continuously over a fixed term as per the customer agreements. Revenue from online advertising services is recognized over time, throughout the duration of the agreement. This method of revenue recognition accurately reflects the ongoing provision of services and the continuous benefit received by the customer as the advertisements are displayed over the agreed period.

During the three months period ended September 30, 2025 and 2024, the Company generated revenue of $568,673 and $209,377, respectively, from this stream.

During the nine months period ended September 30, 2025 and 2024, the Company generated revenue of $1,287,769 and $657,201, respectively, from this stream.

Principal vs Agent Considerations

In accordance with ASC Topic 606, Revenue Recognition: Principal Agent Considerations, the Company evaluates the terms in the agreements with its customers and vendors to determine whether or not the Company acts as the principal or as an agent in the arrangement with each party respectively. The determination of whether to record the revenue on a gross or net basis depends upon whether the Company has control over the goods prior to transferring it. This evaluation determined that the Company is not in control of establishing the transaction price, not managing all aspects of the terms, even though taking the risk of campaign results and default payment.

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.

There were contract assets balance of $79,826, $333,188 and $247,368 on September 30, 2025, December 31, 2024 and December 31, 2023, respectively.

Contract liabilities

In accordance with ASC Topic 606, a contract liability represents the Company’s obligation to transfer goods or services to a customer when the customer prepays for a good or service or when the customer’s consideration is due for goods and services that the Company will yet provide whichever happens earlier.

Contract liabilities represent amounts collected from, or invoiced to, customers in excess of revenues recognized, primarily from the billing of annual subscription agreements. The value of contract liabilities will increase or decrease based on the timing of invoices and recognition of revenue. The Company’s contract liabilities balance was $750,528 and $1,426,901 on September 30, 2025 and December 31, 2024, respectively.

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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. Once the technological feasibility is established per ASC Topic 985, Software, the Company capitalizes costs associated with the acquisition or development of major software for internal and external use in the balance sheet. These capitalized software costs are ratably amortized over the period of the software’s estimated useful life. Costs incurred to enhance the Company’s software products, after general market release of the services using the products, is expensed in the period they are incurred. The Company only capitalizes subsequent additions, modifications or upgrades to internally developed software to the extent that such changes allow the software to perform a task it previously did not perform. 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 nine months period ended September 30, 2025, and 2024, software development costs were $39,512 and $40,972, respectively. For the three months period ended September 30, 2025, and 2024, software development costs were $13,083 and $13,635, respectively. Based on the software development process, technological feasibility is established upon completion of a working model, which also requires certification and extensive testing. 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.

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Cost of sales

Cost of revenue under online ordering consist of the cost of merchandizes ordered by the consumers and the related shipping and handling costs, which are directly attributable to the sales of online ordering.

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.

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 revenue related to our telecommunication data reseller segment consist of the cost of the primary telecommunication service, which are directly attributable to the sales of telecommunication data

Cost of revenue under digital marketing consist of the cost of primary digital marketing service, which are directly attributable to the sales of digital marketing.

●

Shipping and handling costs

No shipping and handling costs are associated with the distribution of the products to the customers since those costs are borne by the Company’s suppliers or distributors for our corporate business.

The shipping and handling costs for all segments other than our e-commerce segment are recorded net in sales. For shipping costs related to our e-commerce business, those shipping costs are recorded in cost of revenue.

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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. Advertising expense was $229,474 and $311,096 for the nine months period ended September 30, 2025 and 2024, respectively. Advertising expense was $123,869 and $40,263 for the three months period ended September 30, 2025 and 2024, respectively.

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Product warranties

The Company’s provision for estimated future warranty costs is based upon the historical relationship of warranty claims to sales. 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 September 30, 2025 and December 31, 2024. 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.

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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 unaudited condensed consolidated financial statements. 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. The tax benefits recognized in the unaudited 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 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 three and nine months period ended September 30, 2025, and 2024.

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. On a quarterly basis, the Company reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances to reduce those amounts to the amounts management believes will be realized in future income tax returns.

In addition to U.S. income taxes, the Company and its wholly-owned foreign subsidiary, is subject to income taxes in the jurisdictions in which it operates. Significant judgment is required in determining the provision for income tax, there may be transactions and calculations for which the ultimate tax determination is uncertain. The company recognizes liabilities for anticipated tax audit issues based on the Company’s current understanding of the tax law. 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.

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Foreign currencies translation and transactions

The reporting currency of the Company is the United States Dollar (“US$”) and the accompanying unaudited condensed consolidated financial statements have been expressed in US$s. In addition, the Company’s subsidiary is operating in Singapore, the Republic of Vietnam, India, Philippines , Thailand, Malaysia, Indonesia, Republic of China, and Hong Kong and maintains its books and record in its local currency, Singapore Dollar (“SGD”), Vietnam Dong (“VND”), Indian Rupee (“INR”), Philippines Pesos (“PHP”), Thailand Baht (“THB”), Malaysian Ringgit (“MYR), Indonesian Rupiah (“IDR”), Chinese Yuan (“CNY”) and Hong Kong Dollar (“HKD”), respectively, which are the functional currencies in which the subsidiary’s operations are conducted. 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. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from the translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive loss within the unaudited condensed consolidated statements of changes in shareholder’s deficit.

Schedule of Foreign currencies translation and transactions:

Translation of amounts from SGD into US$ has been made at the following exchange rates for the nine months period ended September 30, 2025 and 2024:


	September 30, 2025		September 30, 2024
Period-end SGD$:US$ exchange rate	$	0.77511	$	0.77993
Period average SGD$:US$ exchange rate	$	0.76294	$	0.74763

Translation of amounts from VND into US$ has been made at the following exchange rates for the nine months period ended September 30, 2025 and 2024:

	September 30, 2025		September 30, 2024
Period-end VND$:US$ exchange rate	$	0.000038	$	0.000041
Period average VND$:US$ exchange rate	$	0.000039	$	0.000040

Translation of amounts from INR into US$ has been made at the following exchange rates for the nine months period ended September 30, 2025 and 2024:

	September 30, 2025		September 30, 2024
Period-end INR$:US$ exchange rate	$	0.01126	$	0.01194
Period average INR$:US$ exchange rate	$	0.01156	$	0.01199

Translation of amounts from PHP into US$ has been made at the following exchange rates for the nine months period ended September 30, 2025 and 2024:

	September 30, 2025		September 30, 2024
Period-end PHP:US$ exchange rate	$	0.01717	$	0.01783
Period average PHP:US$ exchange rate	$	0.01752	$	0.01754

Translation of amounts from THB into US$ has been made at the following exchange rates for the nine months period ended September 30, 2025 and 2024:

	September 30, 2025		September 30, 2024
Period-end THB:US$ exchange rate	$	0.03087	$	0.03094
Period average THB:US$ exchange rate	$	0.03020	$	0.02802

Translation of amounts from MYR into US$ has been made at the following exchange rates for the nine months period ended September 30, 2025 and 2024:

	September 30, 2025		September 30, 2024
Period-end MYR:US$ exchange rate	$	0.23750	$	0.24267
Period average MYR:US$ exchange rate	$	0.23114	$	0.21592

Translation of amounts from IDR into US$ has been made at the following exchange rates for the nine months period ended September 30, 2025 and 2024:

	September 30, 2025		September 30, 2024
Period-end IDR:US$ exchange rate	$	0.000060	$	0.000066
Period average IDR:US$ exchange rate	$	0.000061	$	0.000063

Translation of amounts from CNY into US$ has been made at the following exchange rates for the nine months period ended September 30, 2025 and 2024:

	September 30, 2025		September 30, 2024
Period-end CNY:US$ exchange rate	$	0.14045	$	0.14255
Period average CNY:US$ exchange rate	$	0.13850	$	0.13913

Translation of amounts from HKD into US$ has been made at the following exchange rates for the nine months period ended September 30, 2025 and 2024:

	September 30, 2025		September 30, 2024
Period-end HKD:US$ exchange rate	$	0.12851	$	0.12870
Period average HKD:US$ exchange rate	$	0.12818	$	0.12800

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.

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Comprehensive income

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying condensed consolidated statements of changes in shareholders’ equity (deficit), consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

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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. Under the treasury stock method, only “in the money” dilutive instruments impact the diluted calculations in computing diluted earnings per share. Diluted calculations reflect the weighted average incremental common shares that would be issued upon exercise of dilutive options assuming the proceeds would be used to repurchase shares at average market prices for the years.

For the three and nine months period ended September 30, 2025 and 2024, 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.

Schedule of computation of diluted net loss per share:


	Three months ended September 30,
	2025			2024
Net loss attributable to Society Pass Incorporated	$	(5,118,989	)	$	(1,377,885	)
Weighted average common shares outstanding – Basic		6,105,525			2,882,349
Weighted average common shares outstanding – Diluted		5,737,829			2,882,349
Net loss per share – Basic	$	(0.84	)	$	(0.48	)
Net loss per share – Diluted		(0.89	)		(0.48	)


	Nine months ended September 30,
	2025			2024
Net loss attributable to Society Pass Incorporated	$	(6,481,069	)	$	(6,156,153	)
Weighted average common shares outstanding – Basic		6,105,525			2,733,145
Weighted average common shares outstanding – Diluted		4,989,505			2,733,145
Net loss per share – Basic	$	(1.06	)	$	(2.25	)
Net loss per share – Diluted		(1.30	)		(2.25	)

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:


	Nine months ended September 30,
	2025		2024
Options to purchase common stock (a)		129,685		129,685
Warrants granted to underwriter		253,549		253,549
Warrants granted with Series C-1 Convertible Preferred Stock		71,200		71,200
Total of common stock equivalents		454,434		454,434

(a)	The Board of Directors have approved a 10-year stock option at an exercise price of $97.35 per share that will be exercisable at any time.

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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. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in the consolidated balance sheets.

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company generally use the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. 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.

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.). Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components.

When a lease is terminated before the expiration of the lease term, irrespective of whether the lease is classified as a finance lease or an operating lease, the lessee would derecognize the ROU asset and corresponding lease liability. Any difference would be recognized as a gain or loss related to the termination of the lease. Similarly, if a lessee is required to make any payments or receives any consideration when terminating the lease, it would include such amounts in the determination of the gain or loss upon termination.

As of September 30, 2025 and December 31, 2024, the Company recorded the right of use asset of $838,050 and $751,672 respectively.

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Retirement plan costs

Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying condensed consolidated statements of operations and other comprehensive loss as the related employee service is provided.

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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. Restricted stock units are valued using the market price of the Company’s common shares on the date of grant. The Company uses a Black-Scholes option pricing model to estimate the fair value of employee stock options at the date of grant. As of September 30, 2025, 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 three and nine months ended September 30, 2025 and 2024. Stock-based compensation is recorded in general and administrative expenses within the condensed consolidated statements of operations and other comprehensive loss, with corresponding credits to common stock and additional paid-in capital.

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Warrants

In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its preferred and common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using a Black-Scholes Option Pricing Model as of the measurement date. The Company uses a Black-Scholes option pricing model to estimate the grant date fair value of the warrants. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital (the accounting treatment for common stock issuance costs). 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.

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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.

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.

The unaudited condensed 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. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

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Commitments and contingencies

The Company follows the ASC 450, Commitments, to account for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, which assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s unaudited condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available, that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. 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.

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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. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. 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. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

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. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts receivable, deposits, prepayments and other receivables, contract liabilities, accrued liabilities and other payables, amounts due to related parties and operating lease liabilities, approximate their fair values because of the short maturity of these instruments.

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Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which prescribes standard categories for the components of the effective tax rate reconciliation and requires disclosure of additional information for reconciling items meeting certain quantitative thresholds, requires disclosure of disaggregated income taxes paid, and modifies certain other income tax-related disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and allows for adoption on a prospective basis, with a retrospective option. The Company adopted this standard and the adoption did not have an impact on the Company’s consolidated financial position, results of operations, or cash flows. The effect of adoption was limited to expanded disclosures in the notes to the unaudited condensed consolidated financial statements, as presented in Note 17 Income Taxes.

In November 2024, the FASB Issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The amendments in this update require disclosures, in the notes to financial statements, of specified information about certain costs and expenses. The amendment clarifies which certain costs and expenses that are included in cost of sales and selling, general, and administrative expense categories that should be disclosed with qualitative descriptions of amounts that are not separately disaggregated quantitatively. Additionally, the amendment requires disclosure of total amounts of selling expenses and an entity’s definition of selling expense. The update will be effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. In January 2025, the FASB issued ASU 2025-01 to clarify the effective date previously communicated. The revised effective date for public business entities is for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the potential impact of the adoption of ASU 2023-09 on its unaudited condensed consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurements of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). The amendments in this update provide a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under FASB Accounting Standards Codification 606. Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient. An entity that makes the accounting policy election is required to disclose the date through which subsequent cash collection are evaluated. ASU 2025-05 is effective for annual periods beginning for the fiscal years beginning after December 15, 2025, including interim periods within those fiscal years. The Company is currently evaluating the potential impact of the adoption of ASU 2023-09 on its unaudited condensed consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles -Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). The amendments modernize the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027 and for interim reporting periods beginning in that fiscal year. The Company is currently evaluating the potential impact of the adoption of ASU 2023-09 on its unaudited condensed consolidated financial statements.

In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (‘Topic 815”) and Revenue from Contracts with Customers (“Topic 606”): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract (“ASU 2025-07”). ASU 2025-07, expands an existing scope exception under Topic 815 to exclude non-exchange-traded contracts where the underlying is based on the operations or activities specific to one of the contract parties. The Company is currently evaluating the potential impact of the adoption of ASU 2023-09 on its unaudited condensed consolidated financial statements.

All other recently issued, but not yet effective, 2025 Accounting Standards Updates are not expected to have an effect on the Company.

NOTE－4 REVENUE

Revenue was generated from the following activities:


	Nine Months ended September 30,
	2025		2024
At a point in time:
Sales – online ordering	$	17,591	$	29,360
Sales – digital marketing		2,765,068		2,681,523
Sales – online ticketing and reservation		1,287,769		650,480
Sales – data		472		4,849

Over a period of time:
Sales – digital marketing		1,284,480		1,860,550
Software subscription sales		—		6,721
Total revenue	$	5,355,380	$	5,233,483


	Three Months ended September 30,
	2025		2024
At a point in time:
Sales – online ordering	$	10,212	$	4,931
Sales – digital marketing		589,212		812,043
Sales – online ticketing and reservation		568,673		208,873
Sales – data		75		106

Over a period of time:
Sales – digital marketing		212,210		649,437
Software subscription sales		—		504
Total revenue	$	1,380,382	$	1,675,894

Contract liabilities recognized were related to online ticketing and reservation, digital marketing, telecommunication reseller and software sales and the following is reconciliation for the periods presented:

Schedule of Contract liabilities:


	September 30,			December 31,
	2025			2024
Contract liabilities, brought forward	$	1,426,901		$	1,265,753
Add: recognized as deferred revenue		477,803			1,426,901
Less: recognized as revenue		(1,154,176	)		(1,265,753	)
Contract liabilities, carried forward	$	750,528		$	1,426,901

NOTE－5 SEGMENT REPORTING

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision maker has been identified as the Chief Financial Officer (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance, as the following reportable segments.

(i)		e-Commerce – operates an online lifestyle platform under the brand name of “Leflair” covering a diversity of services and products, such as fashion and accessories, beauty and personal care, and home and lifestyle, all managed by SOPA Technology Company Ltd,

(ii)		Corporate – is investment holding and head quarter within SOPA entities,

(iii)		Online grocery and food deliveries – operate an online food delivery service under the “Handycart” and “Mangan” brand name, managed by Dream Space Trading Co Ltd and New Retail Experience Incorporated respectively and an online grocery delivery under the “Pushkart” brand name, managed by New Retail Experience Incorporated,

(iv)		Telecommunication reseller – provide sales of local mobile phone plans and global internet data provider plans, both services managed by the Gorilla Group,

(v)		Digital marketing operates the digital marketing business with creator and digital marketing platform, and

(vi)		Online ticketing and reservation - operates the sale of domestic and overseas air ticket and global hotel reservations.

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, which includes general and administrative expenses which are included in the accompanying condensed consolidated statements of operations and other comprehensive income (loss).

The key measures of segment profit or loss reviewed by our CODM. General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

Schedule of Segment Reporting:


	Nine months ended September 30, 2025
	Online F&B and Groceries Deliveries		Digital Marketing			Online Ticketing and reservation			e-Commerce			Telecommunication Reseller			Corporate		Total
Revenue from external customers
Sales – online ordering	$	—	$	—		$	—		$	17,591		$	—		$	—	$	17,591
Sales – digital marketing		—		3,145,351			757,103			—			147,094			—		4,049,548
Sales – online ticketing and reservation		—		—			1,287,769			—			—			—		1,287,769
Sales – data		—		—			—			—			472			—		472
Total revenue		—		3,145,351			2,044,872			17,591			147,566			—		5,355,380

Cost of sales:
Cost of online ordering		—		—			—			(23,826	)		—			—		(23,826	)
Cost of digital marketing		—		(2,564,632	)		—			—			—			—		(2,564,632	)
Cost of data		—		—			—			—			(897	)		—		(897	)
Software cost		—		—			—			—			—			—		—
Total cost of revenue		—		(2,564,632	)		—			(23,826	)		(897	)		—		(2,589,355	)

Gross income (loss)		—		580,719			2,044,872			(6,235	)		146,669			—		2,766,025

Operating expenses
Sales and marketing expenses		—		(11,065	)		(135,330	)		(6,233	)		(76,846	)		—		(229,474	)
Software development costs		—		—			—

SOCIETY PASS INCORPORATED. 10-Q