UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 (Mark One)

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

 For the Fiscal Year Ended December 31, 2024

 Or

 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

 (+65) 6518-9382

 ( Address, including zip code, of registrant's
principal executive offices and

 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

 I ndicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes
 No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 Yes
 No

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

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

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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 Yes No

 The
aggregate market value of the voting and non-voting stock held by non-affiliates of the Registrant, as of September 30, 2024,
the last business day of the Registrant's most recently completed third fiscal quarter, based on the closing price of the common
stock as reported by the Nasdaq Stock Market on such date was approximately $ 3.3 million.

 The number of shares outstanding of the Registrant's common stock,
par value $0.0001 per share, on March 31, 2025 was 4,968,030.

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits, Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 i

 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 Statements made in this report that are not statements
of historical fact, including statements about our beliefs and expectations, are forward-looking statements, and should be evaluated
as such. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions
of our business plan and strategies. These statements often include words such as "anticipate," "expect," "suggest,"
"plan," "believe," intend," "project," "forecast," "estimates," "targets,"
"projections," "should," "could," "would," "may," "might," "will,"
and other similar expressions. These forward-looking statements are contained throughout this Annual Report, including the sections entitled
" Risk Factors," " Management's Discussion and Analysis of Financial Condition and Results of Operations "
and " Business."

 We base these forward-looking statements or projections
on our current expectations, plans, and assumptions, which we have made in light of our experience in the industry, as well as our perceptions
of historical trends, current conditions, expected future developments, and other factors we believe, are appropriate under the circumstances
and at this time. As you read and consider this Annual Report, you should understand that these statements are not guarantees of performance
or results. The forward-looking statements and projections contained herein are subject to and involve risks, uncertainties, and assumptions,
and therefore you should not place undue reliance on these forward-looking statements or projections. Although we believe that these forward-looking
statements and projections are based on reasonable assumptions at the time they are made, you should be aware that many factors could
affect our actual financial results, and therefore actual results might differ materially from those expressed in the forward-looking
statements and projections. Factors that might materially affect such forward-looking statements and projections include:

 Our ability to effectively operate our business segments;

 Our ability to manage our operating expenses and the costs associated with growth and expansion;

 Our ability to compete, directly and indirectly, and succeed in highly competitive and evolving e-commerce market;

 Our ability to protect our intellectual property and to develop, maintain and enhance a strong brand; and

 Other factors (including the risks contained in the section of this Annual Report entitled " Item 1A: Risk Factors ") relating to our industry, our operations, and results of operations.

 The preceding list is not intended to be an exhaustive
list of all of our forward-looking statements. The forward-looking statements are based on our beliefs, assumptions, and expectations
of future performance, taking into account the information currently available to us. These statements are only predictions based upon
our current expectations and projections about future events. There are important factors that could cause our actual results, level of
activity, performance, or achievements to differ materially from the results, level of activity, performance, or achievements expressed
or implied by the forward-looking statements. Other sections of this Annual Report may include additional factors that could adversely
impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks
emerge from time to time, and it is not possible for our management to predict all risks, nor can we assess the impact of all factors
on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements we may make. Factors or events that could cause our actual results to differ may emerge from
time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance,
or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update
any of the forward-looking statements to conform these statements to actual results.

 ii

 SUMMARY OF RISK FACTORS

 Our business is subject to a number of risks.
You should be aware of these risks before making an investment decision. These risks are discussed more fully in " Item 1A: Risk Factors " in this Annual Report. These risks include, among others, that:

 We have a limited operating history in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful;

 If we fail to raise capital when needed it will have a material adverse effect on the Company's business, financial condition and results of operations;

 We rely on internet search engines and application marketplaces to drive traffic to our Platform, certain providers of which offer products and services that compete directly with our products. If links to our applications and website are not displayed prominently, traffic to our Platform could decline and our business would be adversely affected;

 The ecommerce market is highly competitive and if the Company does not have sufficient resources to maintain marketing, sales and client support efforts on a competitive basis our business could be adversely affected;

 If the Company is unable to expand its systems or develop or acquire technologies to accommodate increased volume, its Platform could be impaired;

 The Company's failure to successfully market its brands could result in adverse financial consequences;

 A decline in the demand for goods and services marketed on the Platform could result in adverse financial consequences;

 We may be required to expend resources to protect Platform information or we may be unable to launch our services;

 The Company plans to engage in acquisition activity, which could have adverse effects on its business;

 We rely on the performance of highly skilled personnel, and if we are unable to attract, retain and motivate well-qualified employees, our business could be harmed;

 All of our operations are overseas;

 We are subject to changes in the economic, political, or legal environment of Southeast Asia ("SEA");

 Many of the economies in SEA are experiencing substantial inflationary pressures which may increase inflation rates and prompt the governments to take action to control the growth of the economy and inflation that could lead to a significant decrease in our profitability;

 Our business will be exposed to foreign exchange risk;

 Geopolitical unrest could adversely affect our business;

 The payment processing regulatory regimes of the countries in which we operate could have adverse consequences on our business;

 Regulation of the internet generally could have adverse consequences on our business;

 We may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices Act could have a material adverse effect on our business;

 We cannot assure you that an active trading market will exist in the near future;

 We may not be able to maintain a listing of our common stock;

 If we fail to meet all applicable Nasdaq requirements and the Nasdaq Stock Market LLC determines to delist our common stock, the delisting could adversely affect the market liquidity of our common stock, impair the value of your investment and harm our business

 As a "controlled company" under the rules of the Nasdaq Capital Market, we may choose to exempt our company from certain corporate governance requirements that could have an adverse effect on our public shareholders;

 Our financial controls and procedures may not be sufficient to ensure timely and reliable reporting of financial information, which, as a public company, could materially harm our stock price; and

 We are an "emerging growth company" under the JOBS Act of 2012 and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

 iii

 Item 1. Business

 Overview

 We are, through the operation and acquisition
of fintech and e-commerce platforms and mobile applications through our direct and indirect wholly or majority-owned subsidiaries, building
the next generation digital ecosystem and loyalty platform in the Southeast Asian ("SEA") countries of Singapore, Vietnam,
Indonesia, Philippines and Thailand.

 We currently market to both consumers and merchants
in SEA while maintaining an administrative headquarters in Singapore and a software development center in Philippines. We continue to
expand our fintech and e-commerce ecosystem throughout the rest of SEA by making selective acquisitions of leading e-commerce companies
and applications and through strategic partnerships with technology providers in SEA. Material acquisitions to date include:

 In February 2021, we acquired an online lifestyle platform of Leflair branded assets (the "Leflair Assets").

 In February 2022, we acquired New Retail Experience Incorporated ("NREI") and Dream Space Company Limited ("Dream Space") to operate food delivery companies, Pushkart in the Philippines and Handycart in Vietnam, respectively.

 In May 2022, we acquired Gorilla Networks Pte Ltd and subsidiaries in May 2022 to operate a mobile telecommunications company in Singapore.

 In July 2022, through our wholly-owned subsidiary, Thoughtful Media Group Incorporated ("TMG"), a Nevada corporation, we acquired a digital marketing company with significant operations in Thailand and the United States.

 In July 2022, through our wholly-owned subsidiary, NREI, we acquired the assets of Mangan PH Food Delivery Services Corp., a corporation registered in Philippines, (the "Mangan Assets").

 In August 2022, we acquired majority control of Singapore-incorporated Nusatrip International Pte Ltd and 100% of the outstanding shares of Indonesia-incorporated PT Tunas Sukses Mandiri, together the "Nusatrip Group", that give us ownership and operational control of the online and offline Nusatrip travel services marketing platform.

 In January 2023, through our wholly owned subsidiary Thoughtful Media Group Inc and Adactive Media CA Inc acquired 100% of outstanding capital stock of PT Thoughtful Media Group Indonesia (Formerly known as PT Wahana Cerita Indonesia), an Indonesia-based company operating digital marketing and event organizing.

 In April 2023, through our 99% owned subsidiary Nusatrip International Pte. Ltd. acquired 100% of the outstanding capital stock of Mekong Leisure Travel Company Limited (changed business nature from Join Stock Company), a Vietnam-based travel agency.

 In July 2023, through our 99% owned subsidiary Mekong Leisure Travel Company Limited acquired 100% of the outstanding capital stock of Vietnam International Travel and Service Joint Stock Company, a Vietnam-based travel agency.

 We operate certain verticals in SEA: loyalty,
lifestyle, telecommunications, digital media, and travel as we try to create the next generation digital ecosystem and loyalty platform.

 Loyalty

 The Group spent over three years building a cutting
edge, proprietary IT architecture to effectively scale and support our ecosystem's companies, consumers and merchants (the "Platform").
Using our Society Pass loyalty platform, consumers may earn, and merchants may issue, loyalty points or "Society Points" across
our subsidiaries. The Company aggregates data generated across various touch points, builds a realistic view of consumer behavior and
uses this data to increase sales across our ecosystem by: cross-pollinating acquired companies with other existing verticals, customer
re-targeting, offline and online behavior prediction and cross promotions and loyalty points. The Company ecosystem becomes a key enabler
for our users by converting this aggregation of data into creation of loyalty for our ecosystem companies to generate revenue:

 More revenue generation for merchants leads to creation of customer loyalty;

 More customer loyalty creation leads to more consumers for merchants;

 More consumers for merchants lead to greater revenues for merchants, which results in

 Virtuous cycle of revenue generation and loyalty creation.

 Lifestyle

 The Group operates an online lifestyle business
in Vietnam to enable the consumers to purchase high-end brands of all categories under its own brand name of "Leflair". Consumers
search or review their favorite brands among hundreds of choices in Apparel, Bags & Shoes, Accessories, Health & Beauty, Home
& Lifestyle, International, Women, Men and Kids & Babies categories. The platform also allows consumers to order from hundreds
of vendor choices with personalized promotions based on purchase history and location. The platform has also partnered up with a Vietnam-based
delivery company, Amilo, to offer seamless delivery of product from merchant to consumer's home or office at the touch of a button.
Consumers can place orders for delivery or collect at the Company's logistics center.

 Telecommunications

 The Company operates a Singapore-based online
telecommunication reseller platform under the brand name of "Gorilla" to enable the consumers to subscribe to overseas internet
data. Established in Singapore in 2019, Gorilla offers a full suite of mobile communication services such as local calls, international
roaming, data, and SMS texting and network coverage in over 150 countries. Gorilla suspended providing local service in Singapore to focus
on international calling plans.

 Digital Media

 The acquisition of a digital media platform, TMG,
amplifies the reach and engagement of the Company's e-commerce ecosystem and retail partners. Originally founded in 2010, TMG today
creates and distributes digital advertising campaigns across its multi-channel network in both SEA and the US. 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 248 YouTube channels has onboarded over
251 million subscribers with an average monthly viewership of over 600 million views.

 Travel

 The Company purchased the Nusatrip Group, a leading
Jakarta-based Online Travel Agency ("OTA") in Indonesia and across SEA. The Nusatrip acquisition extended SoPa'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.

 Corporate Structure

 Society Pass Incorporated (formerly named Food
Society, Inc.) is a Nevada corporation that was incorporated on June 22, 2018. We operate through our subsidiaries. Our material operating
subsidiaries include:

 Nextgen Retail Incorporated (Formerly known as
Leflair Incorporated), a Nevada corporation owned by the Company which was formed on December 1, 2021. Nextgen Retail Incorporated owns
100% of SOPA Technology Co Ltd, a company limited by shares incorporated under the laws of Vietnam on October 1, 2019. SOPA Technology
Co Ltd operates the Leflair platform.

 Nusatrip Incorporated, a Nevada corporation, owns
99% of Nusatrip International Pte Ltd, a Singapore subsidiary, with five wholly owned subsidiaries including Nusatrip Singapore Pte Ltd,
a Singapore corporation, Nusatrip Malaysia Sdn Bhd, a Malaysia corporation, PT Tunas Sukses Mandiri, an Indonesia corporation, Mekong
Leisure Travel Company Limited and Vietnam International Travel and Service Company Limited, a Vietnam corporations. These companies are
engaged in online travel ticketing, reservation and hotel system services.

 Thoughtful Media Group Incorporated, a Nevada
corporation, which owns digital marketing companies with significant operations in Thailand and other countries in SEA. Thoughtful Media
Group Incorporated operates through AdActive Media CA Inc., a California corporation, and Thoughtful (Thailand) Co. Ltd, a Thailand corporation
owned 99.75% by the Company, Thoughtful Media Group Company Limited (Formerly known as Hottab Asset Company Limited), a Vietnam corporation,
Thoughtful Media (Philippines) Incorporated (Formerly known as SOPA (Phil) Incorporated), a Philippines corporation, PT Thoughtful Media
Group Indonesia (Formerly known as PT Wahana Cerita Indonesia), an Indonesia corporation, Thoughtful Media (Singapore) Pte. Ltd. (Formerly
known as Hottab Pte Ltd), a Singapore corporation and Thoughtful Media (Malaysia) Sdn Bhd, a Malaysia corporation.

 Gorilla Networks Pte Ltd, a wholly owned Singapore
corporation that owns several subsidiaries, including Gorilla Mobile Singapore Pte. Ltd.

 New Retail Experience Incorporated, a wholly-owned
subsidiary in the Philippines, which formerly operated Pushkart and another food delivery platform through Mangan PH Food Delivery
Services Corp., a wholly-owned subsidiary in the Philippines.

 Follow-on Public Offering

 On February 11, 2022, we closed a public offering
of 3,484,845 shares of our common and warrants to purchase 3,484,845 shares of our common stock (including the full exercise of the underwriter's
over-allotment option) at a public offering price of $3.30 per share and warrant to purchase one share of common stock. We received aggregate
proceeds from the public offering of $11.5 million before deducting underwriting fees and commission and other offering expenses.

 On August 21, 2023, we
entered into a Sales Agreement (the "Sales Agreement") with Ascendiant Capital Markets, LLC (the "Sales Agent"),
acting as the Company's sales agent, pursuant to which the Company may offer and sell, from time to time, through the Sales Agent,
its Common Stock. The Company is not obligated to sell any shares under the Sales Agreement. Subject to the terms and conditions of the
Sales Agreement, the Sales Agent will use commercially reasonable efforts consistent with its normal trading and sales practices, applicable
state and federal law, rules and regulations and the rules of Nasdaq to sell shares from time to time based upon the Company's instructions,
including any price, time or size limits specified by the Company. Upon delivery of a placement notice, and subject to the Company's
instructions in that notice, and the terms and conditions of the Sales Agreement generally, the Sales Agent may sell the common stock
by any method permitted by law deemed to be an "at the market" offering as defined by Rule 415(a)(4) and Rule 415(a)(1)(x)
promulgated under the Securities Act of 1933, as amended. The Company has agreed to pay the Sales Agent commissions for its services in
acting as sales agent in the sale of the common stock at a commission rate equal to 3.0% of the gross sales price per share of common
stock sold pursuant to the Sales Agreement, if any, and has agreed to provide the Sales Agent with customary indemnification and contribution
rights. The Sales Agreement may be terminated by the Sales Agent or the Company at any time upon written notice to the other party. On
May 25, 2024, the Company and the Sale Agent entered into an amendment to the Sales Agreement (the "Amendment"). Pursuant
to the Amendment, the aggregate offering price of the Common Stock that will be offered and sold will be up to $1,138,282.

 On October 5, 2023, we
entered into a structured financing agreement with Strattners FZCO ("Strattners"). Pursuant to the agreement, we shall have
the right, but not the obligation, to offer and sell to Strattners up to $40,000,000 shares of common stock, at the Company's request
any time during the commitment period commencing on October 5, 2023 and terminating on the first day of the month next following the 36-month
anniversary of October 5, 2023.

 Our Market Opportunity

 We expect that continued strong economic expansion,
robust population growth, rising level of urbanization, the emergence of the middle class and the increasing rate of adoption of mobile
technology provide market opportunities for our Company in SEA. As of 2023, SEA gross domestic product ("GDP") totaled $3.9
trillion. In comparison, the respective GDP for both the European Union ("EU") and the United States ("US") totaled
$25.4 trillion and $27.0 trillion in 2023. SEA has experienced rapid economic growth rates in recent years, far exceeding growth in major
world economies such as Japan, the EU and the US. According to the International Monetary Fund ("IMF") since 2010, SEA has
averaged 7.0% GDP growth, compared to -2.0% for Japan, 2.1% for the EU and 6.1% for the US.

 SEA continues to enjoy robust population growth.
The United Nations Population Division estimates that the population of the SEA countries in 2000 was approximately 527 million people
growing to 700 million in 2025 and 722 million in 2030.

 The Internet economy continues to boom in SEA.
According to Google Temasek e-Conomy SEA 2020 Report, Internet usage in the region increased with 40 million new users added in 2020 for
a total of 400 million compared to 360 million in 2019. Seventy percent of SEA's population is now online, compared to approximately
twenty percent in 2009. In addition, SEA mobile Internet penetration now reaches more than 67%. E-commerce, online media and usage surged
with the total value of goods and services sold via the Internet, or gross merchandise value ("GMV"), in SEA, expected to
reach more than $100 billion by year end 2020 according to Google, Temasek, Bain SEA Report 2020. In fact, the SEA Internet sector GMV
is forecast to grow to over $300 billion by 2025.

 We believe that these ongoing positive economic
and demographic trends in SEA propelled demand for our Platform.

 We incurred net losses of $10,237,297 and $18,098,918
in fiscal years ended December 31, 2024 and 2023, respectively.

 Our Growth Strategy

 Acquiring other e-Commerce companies and applications
in SEA

 To complement our organic growth strategy, we
will continue to opportunistically acquire regional e-commerce companies and applications to drive revenues and increase the number of
registered consumers and merchants in our SoPa ecosystem throughout SEA with particular focuses on Vietnam, Philippines and Indonesia.
Our anticipated investments and acquisitions of other e-commerce platforms and applications in different verticals are expected to expand
our service offerings and attract new consumers and merchants.

 Launching our Loyalty System

 In 2024, we market our unique merchant agnostic
and universal Society Points to generate additional revenues for merchants and create permanent customer loyalty in SEA. For
consumers, Society Points will offer them both a cashless payment option and the ability to spend bonus points accumulated from one consumer
vertical such as lifestyle to a separate one such as travel.

 Entering into Strategic Partnerships

 In 2022, the Company entered into agreements to
expand its e-commerce business. Strategic partnerships are vital to the strategy and operations of Society Pass ecosystem
as they enable our Platform to offer more value-added services to both our consumers and merchants. We are constructing a regional loyalty
alliance comprising of synergistic merchant partners. Through our partnerships, we gain access to our partners' clients and users
at minimal cost where possible and to proliferate the usage of Society Points (when available). From our partnerships, we also enhance
our offerings like reliable delivery services through our relationships with delivery service providers and vendor financing options through
our partnerships with financial institutions. Our marketing approach to engage strategic partners focuses on the benefits of joining our
Loyalty Alliance, stressing the ability to access a larger pool of consumers and clients while reducing marketing expenses via joint marketing
efforts like press interviews, brochures and co-branding initiatives with merchants.

 Maximizing the value of consumer transactions

 Growing our consumer base, converting registered
consumers into active ones, increasing transaction frequency, and maximizing basket sizes are key growth drivers for our verticals. We
are growing our base of registered consumers through a multi-pronged marketing approach across social media, emails, SMS, QR codes, tailored
promotional campaigns and public relations engagement. We believe that by serving consumers in all aspects of their daily lives, we create
more opportunities to cross-sell and thus maximize our consumer wallet share.

 Expanding service offerings to merchants

 Merchants are a critical component of our business,
thus growing our registered merchant base and serving them with desirable technology and marketing solutions to improve sales, cut costs,
and realize operational efficiencies. We onboard merchants through marketing outreach tools such as our websites, public relations, social
media and focused sales efforts. In our marketing messages, we attract merchants to our ecosystem by offering them access to our growing
consumer base as well as numerous opportunities to optimize their sales, including enhanced customer loyalty through the continuous improvement
of our Society Points in 2025.

 Expectation of Competition

 We operate a loyalty-focused e-commerce ecosystem
operates in several verticals. Across these verticals, we compete with other online platforms for merchants, who can sell their products
on other platforms or marketplaces.

 We also compete with other e-commerce platforms,
fashion retailers and restaurants for the attention of the consumer. Consumers have the choice of shopping with any online or offline
retailers, large marketplaces or restaurant chains that may also have the ability to build their own independent online platforms. We
are able to compete for consumers based on our ability to deliver a personalized e-commerce experience with easy-to-use mobile apps, well-integrated
payments and a reliable platform.

 Intellectual Property Matters

 The Company technology and platform comprise of
various copyrightable and/or patentable subject matter owned and/or licensed by the Company's wholly-owned subsidiary, Society Technology
LLC ("Society Technology"), a Nevada limited liability company. Our intellectual property assets additionally include trade
secrets associated with the software platform. We successfully carried out development of our multilayer cloud-based software platform
from reliance on third parties for payment and loyalty points deployment. As a result, we can monetize our software by making it available
in Apple Store and Google Play and compatible with existing payment systems depending on the country's regulatory requirements.

 The Company is currently focusing on using its
intellectual property in SEA.

 With regard to exclusive and non-exclusive licenses,
there is a risk that these licenses could be construed in a manner that imposes unanticipated conditions or restrictions on the Company's
platform. Additionally, if portions of our proprietary software are determined to be subject to an open-source license, or if we do not
correctly comply with the terms of the open-source software licenses applicable to our open-source software and technology, it could result
in costly litigation or lead to negative public relations.

 Occasionally, the Company may be targeted with
patent infringement lawsuits or copyright infringement lawsuits. These cases may be brought by non-practicing entities that sustain themselves
by suing other companies. Currently, the Company is not aware of any patent or copyright infringement suits against it, or contemplated
to be brought against it.

 Trademarks

 The Company is the owner of multiple registered
and common law trademarks in connection with its technology and its services. The names and marks "Society Pass", "SOPA",
"Leflair", "#HOTTAB", "Nusatrip" and other trademarks, trade names, and service marks of Society Pass
in this Annual Report are the property of Society Pass or its subsidiaries.

 The Company arranges the registration of trademarks,
trade names, and service marks in the name of Society Technology LLC, its wholly-owned subsidiary created for the purposes of managing
all intellectual property matters of the Company. It is not the intent of this Annual Report to delineate each and every trademarkable
matter of the Company owned through Society Technology. Without prejudice to the generality of foregoing, Society Technology is, inter
alia, the owner of the registered trademarks "Society Pass", "SOPA", "Leflair" and "#HOTTAB"
in connection with artificial intelligence software, electronic payment services, loyalty programs, SaaS platforms, and other subsets
of the Company's business. Society Pass has 12 trademarks currently registered with the United States Patents and Trademark Office
(the "USPTO") and has two applications with the USPTO pending. Further, Society Technology filed and registered numerous trademarks
with the trademark offices of Vietnam, India, Singapore, the Philippines, Malaysia, Indonesia, and Thailand.

 I tem 1a.
R isk Factors.

 In evaluating our Company and our business,
you should carefully consider the risks and uncertainties described below, together with the other information in this Annual Report on
Form 10-K, including our condensed consolidated financial statements and the related notes and in the section titled "Management's
Discussion and Analysis of Financial Condition and Results of Operations." The occurrence of one or more of the events or circumstances
described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on our
business, reputation, revenue, financial condition, results of operations and future prospects, in which case the market price of our
common stock could decline, and you could lose part or all of your investment. The material and other risks and uncertainties described
below and elsewhere in this Annual Report on Form 10-K are not intended to be exhaustive and are not the only ones we face. Additional
risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations.

 Risks Related to Our
Business

 We have a limited operating history in an
evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.

 The Company has a limited operating history on
which to base an evaluation of its business and prospects. The Company is subject to all the risks inherent in a small company seeking
to develop, acquire, market and distribute new services, particularly companies in evolving markets such as the internet, technology,
and payment systems. The likelihood of the Company's success must be considered, in light of the problems, expenses, difficulties,
complications and delays frequently encountered in connection with the development, acquisition, introduction, marketing and distribution
of new products and services in a competitive environment.

 Such risks for the Company include, but are not
limited to, dependence on the success and acceptance of the Company's services, the ability to attract and retain a suitable client
base, and the management of growth. To address these risks, the Company must, among other things, generate increased demand, attract a
sufficient clientele base, respond to competitive developments, increase the "SoPa" brand name's visibility, successfully
introduce new services, attract, retain and motivate qualified personnel and upgrade and enhance the Company's technologies to accommodate
expanded service offerings. In view of the rapidly evolving nature of the Company's business and its limited operating history,
the Company believes that period-to-period comparisons of its operating results are not necessarily meaningful and should not be relied
upon as an indication of future performance.

 The Company is therefore subject to many of the
risks common to early-stage enterprises, including the need for capital, personnel, and other resources.

 If we fail to raise capital when needed
it will have a material adverse effect on the Company's business, financial condition and results of operations.

 The Company has early stage revenue-producing
operations and in the future, could be required to raise capital through public or private financing or other arrangements to execute
its full business plan. The Company believes the proceeds from future offerings will be sufficient to develop its intermediate plans.
However, the Company can give no assurance that all, or even a significant portion of these shares will be sold or, that the moneys raised
will be sufficient to execute the entire business plan of the Company. Further, no assurance can be given if additional capital is needed
as to how much additional capital will be required or that additional financing can be obtained, or if obtainable, that the terms will
be satisfactory to the Company, or that such financing would not result in a substantial dilution of shareholder's interest. A failure
to raise capital when needed would have a material adverse effect on the Company's business, financial condition and results of
operations. In addition, debt and other debt financing may involve a pledge of assets and may be senior to interests of equity holders.
Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial
and operational matters, which may make it more difficult for the Company to obtain additional capital or to pursue business opportunities,
including potential acquisitions. If adequate funds are not obtained, when and if required, the Company may be required to reduce, curtail,
or discontinue operations.

 We rely on internet search engines and application
marketplaces to drive traffic to our Platform, certain providers of which offer products and services that compete directly with our products.
If links to our applications and website are not displayed prominently, traffic to our Platform could decline and our business would be
adversely affected.

 We rely heavily on Internet search engines, such
as Google, to drive traffic to, and market, our Platform through their unpaid search results and on application marketplaces, such as
Apple's App Store and Google's Play, to drive downloads of our applications. Although search results and application marketplaces
have allowed us to attract an audience with low organic traffic acquisition costs to date, if they fail to drive sufficient traffic to
our Platform, we may need to increase our marketing and spend to acquire additional traffic. We cannot assure you that the value we ultimately
derive from any such additional traffic would exceed the cost of acquisition, and any increase in marketing expense may in turn harm our
operating results.

 The amount of traffic we attract from search engines
is due in large part to how and where information from and links to our website are displayed on search engine result pages. The display,
including rankings, of unpaid search results can be affected by a number of factors, many of which are not in our direct control, and
may change frequently. Search engines have made changes in the past to their ranking algorithms, methodologies and design layouts that
have reduced the prominence of links to our Platform and negatively impacted our traffic, and we expect they will continue to make such
changes from time to time in the future. Similarly, Apple, Google or other marketplace operators may make changes to their marketplaces
that make access to our products more difficult. For example, our applications may receive unfavorable treatment compared to the promotion
and placement of competing applications, such as the order in which they appear within marketplaces.

 We may not know how or otherwise be in a position
to influence search results or our treatment in application marketplaces. With respect to search results in particular, even when search
engines announce the details of their methodologies, their parameters may change from time to time, be poorly defined or be inconsistently
interpreted. For example, Google previously announced that the rankings of sites showing certain types of app install interstitials could
be penalized on its mobile search results pages. While we believe the type of interstitial we currently use is not being penalized, we
cannot guarantee that Google will not unexpectedly penalize our app install interstitials, causing links to our mobile website to be featured
less prominently in Google's mobile search results and harming traffic to our Platform as a result.

 In some instances, search engine companies and
application marketplaces may change their displays or rankings in order to promote their own competing products or services or the products
or services of one or more of our competitors. For example, Google has integrated its local product offering with certain of its products,
including search and maps. The resulting promotion of Google's own competing products in its web search results has negatively impacted
the search ranking of our website. Because Google in particular is the most significant source of traffic to our website, accounting for
a substantial portion of the visits to our website, our success depends on our ability to maintain a prominent presence in search results
for queries regarding local businesses on Google. As a result, Google's promotion of its own competing products, or similar actions
by Google in the future that have the effect of reducing our prominence or ranking on its search results, could have a substantial negative
effect on our business and results of operations.

 The ecommerce market is highly competitive
and if the Company may does not have sufficient resources to maintain marketing, sales and client support efforts on a competitive basis
our business could be adversely affected.

 The internet-based ecommerce business is highly
competitive and the Company competes with several different types of companies that offer some form of user-vendor connection experience,
payment processing and/or funds transfer content, as well as marketing data companies. Certain of these competitors may have greater industry
experience or financial and other resources than the Company.

 To become and remain competitive, the Company
will require marketing, sales, and client support. The Company may not have sufficient resources to maintain marketing, sales and client
support efforts on a competitive basis which could materially and adversely affect the business, financial condition and results of operations
of the Company. The Company intends to differentiate itself from competitors by developing a payments platform that allows consumers and
merchants to accept and use bonus points.

 The market for our vertical's offerings
is rapidly evolving and intensely competitive, and the Company expects competition to intensify further in the future. There is no guarantee
that any factors that differentiate the Company from its competitors will give the Company a market advantage or continue to be a differentiating
factor for the Company in the foreseeable future. Competitive pressures created by any one of the above-mentioned companies (and other
direct or indirect competitors), or by the Company's competitors collectively, could have a material adverse effect on the Company's
business, results of operations and financial condition.

 The market for our Platform is new and unproven.

 We were founded in 2018 and since our inception
have been creating products for the developing and rapidly evolving market for API-based software platforms, a market that is largely
unproven and is subject to a number of inherent risks and uncertainties. We believe that our future success will depend in large part
on the growth, if any, in the market for software platforms that provide features and functionality to create next generation digital
ecosystem and loyalty platform. It is difficult to predict customer adoption and renewal rates, customer demand for our solutions, the
size and growth rate of the overall market that our Platform addresses, the entry of competitive products or the success of existing competitive
products. Any expansion of the market our Platform addresses depends upon a number of factors, including the cost, performance, and perceived
value associated with such solutions. If the market our Platform addresses does not achieve significant additional growth or there is
a reduction in demand for such solutions caused by a lack of customer acceptance, technological challenges, competing technologies and
products or decreases in corporate spending, it could have a material adverse effect on the Company's business, results of operations
and financial condition.

 If we are unable to expand our systems or
develop or acquire technologies to accommodate increased volume our Platform could be impaired.

 We seek to generate a high volume of traffic and
transactions through our technologies. Accordingly, the satisfactory performance, reliability and availability of the Company's
website and platform, processing systems and network infrastructure are critical to our reputation and our ability to attract and retain
large numbers of users who transact sales on our platform while maintaining adequate customer service levels. The Company's revenues
depend, in substantial way, on the volume of user transactions that are successfully completed. Any system interruptions that result in
the unavailability of our service or reduced customer activity would ultimately reduce the volume of transactions completed. Interruptions
of service may also diminish the attractiveness of our company and its services. Any substantial increase in the volume of traffic on
our website or Platform or in the number of transactions being conducted by customers will require us to expand and upgrade our technology,
transaction processing systems and network infrastructure. There can be no assurance that we will be able to accurately project the rate
or timing of increases, if any, in the use of our Platform or timely expand and upgrade our systems and infrastructure to accommodate
such increases in a timely manner. Any failure to expand or upgrade our systems could have a material adverse effect on the Company's
business, results of operations and financial condition.

 The Company uses internally developed systems
to operate its service. The Company must continually enhance and improve these systems in order to accommodate the level of use of its
products and services and increase its security. Furthermore, in the future, the Company may add new features and functionality to its
services that would result in the need to develop or license additional technologies. The Company's inability to add new software
and hardware to develop and further upgrade its existing technology, transaction processing systems or network infrastructure to accommodate
increased traffic on its platforms or increased transaction volume through its processing systems or to provide new features or functionality
may cause unanticipated system disruptions, slower response times, degradation in levels of customer service, impaired quality of the
user's experience on the Company's service, and delays in reporting accurate financial information. There can be no assurance
that the Company will be able in a timely manner to effectively upgrade and expand its systems or to integrate smoothly any newly developed
or purchased technologies with its existing systems. Any inability to do so would have a material adverse effect on the Company's
business, results of operations and financial condition.

 The Company's failure to successfully
market its brands could result in adverse financial consequences.

 The Company believes that continuing to strengthen
its brands is critical to achieving widespread acceptance of the Company, particularly in light of the competitive nature of the Company's
market. Promoting and positioning its brands will depend largely on the success of the Company's marketing efforts and the ability
of the Company to provide high quality services. In order to promote its brand, the Company will need to increase its marketing budget
and otherwise increase its financial commitment to creating and maintaining brand loyalty among users. There can be no assurance that
brand promotion activities will yield increased revenues or that any such revenues would offset the expenses incurred by the Company in
building its brand. Further, there can be no assurance that any new users attracted to the Company will conduct transactions over the
Company on a regular basis. If the Company fails to promote and maintain its brand or incurs substantial expenses in an attempt to promote
and maintain its brand or if the Company's existing or future strategic relationships fail to promote the Company's brand
or increase brand awareness, the Company's business, results of operations and financial condition would be materially adversely
affected.

 The Company may not be able to successfully
develop and promote new products or services which could result in adverse financial consequences.

 The Company plans to expand its operations by
developing and promoting new or complementary services, products or transaction formats or expanding the breadth and depth of services
or expanding the offering of its services to other countries in SEA. There can be no assurance that the Company will be able to expand
its operations in a cost-effective or timely manner or that any such efforts will maintain or increase overall market acceptance. Furthermore,
any new business or service launched by the Company that is not favorably received by consumers could damage the Company's reputation
and diminish the value of its brand. Expansion of the Company's operations in this manner would also require significant additional
expenses and development, operations and other resources and would strain the Company's management, financial and operational resources.
The lack of market acceptance of such services or the Company's inability to generate satisfactory revenues from such expanded services
to offset their cost could have a material adverse effect on the Company's business, results of operations and financial condition.

 In addition, if we are unable to keep up with
changes in technology and new hardware, software and services offerings, for example, by providing the appropriate training to our account
managers, sales technology specialists, engineers and consultants to enable them to effectively sell and deliver such new offerings to
customers, our business, results of operations, or financial condition could be adversely affected.

 A decline in the demand for goods and services
of the merchants included in the Platform could result in adverse financial consequences.

 The Company expects to derive most of its revenues
from fees from successfully completed transactions on its consumer facing platforms. The Company's future revenues will depend upon
continued demand for the types of goods and services that are offered by Company and the merchants that are included on such platforms.
Any decline in demand for the goods offered through the Company's services as a result of changes in consumer trends could have
a material adverse effect on the Company's business, results of operations and financial condition.

 The effective operation of the Company's
platform is dependent on technical infrastructure and certain third-party service providers.

 Our ability to attract, retain, and serve customers
is dependent upon the reliable performance of our Platform and the underlying technical infrastructure. We may fail to effectively scale
and grow our technical infrastructure to accommodate these increased demands. In addition, our business will be reliant upon third party
partners such as financial service providers and cash-out providers, payment terminals and equipment providers. Any disruption or failure
in the services from third party partners used to facilitate our business could harm our business. Any financial or other difficulties
these partners face may adversely affect our business, and we exercise little control over these partners, which increases vulnerability
to problems with the services they provide.

 There is no assurance that the Company will
be profitable.

 There is no assurance that we will earn profits
in the future, or that profitability will be sustained. There is no assurance that future revenues will be sufficient to generate the
funds required to continue our business development and marketing activities. If we do not have sufficient capital to fund our operations,
we may be required to reduce our sales and marketing efforts or forego certain business opportunities.

 We could lose the right to the use of our
domain names.

 We have registered domain names for our website
that we use in our business. If we lose the ability to use a domain name, whether due to trademark claims, failure to renew the applicable
registration, or any other cause, we may be forced to market our products under a new domain name, which could cause us substantial harm,
or to incur significant expense in order to purchase rights to the domain name in question. In addition, our competitors and others could
attempt to capitalize on our brand recognition by using domain names similar to ours, especially in the light of our expected expansion
in SEA. Domain names similar to ours may be registered in the United States and elsewhere. We may be unable to prevent third parties from
acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of our brand or our trademarks or service
marks. Protecting and enforcing our rights in our domain names may require litigation, which could result in substantial costs and diversion
of management's attention.

 We may be required to expend resources to
protect Platform information or we may be unable to launch our services.

 From time to time, other companies may copy information
from our Platform, through website scraping, robots or other means, and publish or aggregate it with other information for their own benefit.
We have no assurance other companies will not copy, publish or aggregate content from our Platform in the future. When third parties copy,
publish, or aggregate content from our Platform, it makes them more competitive, and decreases the likelihood that consumers will visit
our website or use our mobile app to find the information they seek, which could negatively affect our business, results of operations
and financial condition. We may not be able to detect such third-party conduct in a timely manner and, even if we could, we may not be
able to prevent it. In some cases, particularly in the case of websites operating outside of the United States, our available remedies
may be inadequate to protect us against such practices. In addition, we may be required to expend significant financial or other resources
to successfully enforce our rights.

 Breaches of our online commerce security
could occur and could have an adverse effect on our reputation.

 A significant barrier to online commerce and communications
is the secure transmission of confidential information over public networks. There can be no assurance that advances in computer capabilities,
new discoveries in the field of cryptography and cybersecurity, or other events or developments will not result in a compromise or breach
of the technology used by the Company to protect customer transaction data. If any such compromise of the Company's security were
to occur, it could have a material adverse effect on the Company's reputation and, therefore, on its business, results of operations
and financial condition. Furthermore, a party who is able to circumvent the Company's security measures could misappropriate proprietary
information or cause interruptions in the Company's operations. The Company may be required to expend significant capital and other
resources to protect against such security breaches or to alleviate problems caused by such breaches. Concerns over the security of transactions
conducted on the Internet and other online services and the privacy of users may also inhibit the growth of the Internet and other online
services generally, and the Web in particular, especially as a means of conducting commercial transactions. To the extent that activities
of the Company involve the storage and transmission of proprietary information, security breaches could damage the Company's reputation
and expose the Company to a risk of loss or litigation and possible liability. There can be no assurance that the Company's security
measures will prevent security breaches or that failure to prevent such security breaches will not have a material adverse effect on the
Company's business, results of operations and financial condition.

 Our business and operations would suffer
in the event of third-party computer system failures, cyber-attacks on third-party systems or deficiency in our cyber security.

 We rely on information technology (IT) systems,
including third-party "cloud based" service providers, to keep financial records, maintain laboratory data, clinical data,
and corporate records, to communicate with staff and external parties and to operate other critical functions. This includes critical
system such as email, other communication tools, electronic document repositories and archives. If any of these third-party information
technology providers are compromised due to computer viruses, unauthorised access, malware, natural disasters, fire, terrorism, war and
telecommunication failures, electrical failure, cyber-attacks or cyber-intrusions over the internet, then sensitive emails or documents
could be exposed or deleted. Similarly, we could incur business disruption of our access to the internet is compromised, and we are unable
to connect with third-party IT providers. The risk of a security breach or disruption, particularly through cyber-attacks or cyber intrusion,
including by computer hackers, foreign governments and cyber terrorist, has general increased as the number, intensity and sophistication
of attempted attacks and intrusions from around the world have increased. In addition, we reply on those third parties to safeguard important
confidential personal data regarding our employees and customers enrolled in our platform. If a disruption event were to occur and caused
interruptions in a third-party IT provider's operation, it could result in a disruption of our platform operation. To the extent
that any disruption or security breach results in a loss of damage to our data or applications, or inappropriate disclosure of confidential
or proprietary information, we could incur liability and development of our platform could be delayed or could fail.

 The Company may not have the ability to
manage its growth.

 The Company anticipates that significant expansion
will be required to address potential growth in its customer base and market opportunities. The Company's anticipated expansion
is expected to place a significant strain on the Company's management, operational and financial resources. To manage any material
growth of its operations and personnel, the Company may be required to improve existing operational and financial systems, procedures
and controls and to expand, train and manage its employee base. There can be no assurance that the Company's planned personnel,
systems, procedures and controls will be adequate to support the Company's future operations, that management will be able to hire,
train, retain, motivate and manage required personnel or that the Company's management will be able to successfully identify, manage
and exploit existing and potential market opportunities. If the Company is unable to manage growth effectively, its business, prospects,
financial condition and results of operations may be materially adversely affected.

 The Company may engage in acquisition activity,
which could have adverse effects on its business.

 If appropriate opportunities present themselves,
the Company intends to acquire, as the Company did in 2022 and 2023, businesses, technologies, platforms, services, or products
that the Company believes are strategic. The Company currently has no binding commitments or agreements with respect to any material acquisition.
While the Company is discussing potential acquisitions, there can be no assurance that the Company will be able to successfully negotiate
currently contemplated acquisitions or successfully negotiate or finance future contemplated acquisitions, or to integrate such acquisitions
with its current business. The process of integrating an acquired business, technology, service or product into the Company may result
in unforeseen operating difficulties and expenditures and may absorb significant management attention that would otherwise be available
for ongoing development of the Company's business. Future contemplated acquisitions could result in potentially dilutive issuances
of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible
assets, which could materially adversely affect the Company's business, results of operations and financial condition. Any future
contemplated acquisitions of other businesses, technologies, services or products might require the Company to obtain additional equity
or debt financing, which might not be available on terms favorable to the Company, or at all, and such financing, if available, might
be dilutive.

 We rely on the performance of highly skilled
personnel, and if we are unable to attract, retain and motivate well-qualified employees, our business could be harmed.

 The Company is, and will be, heavily dependent
on the skill, acumen and services of the management and other employees of the Company. Our future success depends on our continuing ability
to attract, develop, motivate and retain highly qualified and skilled employees. Qualified individuals are in high demand, and we may
incur significant costs to attract them. In addition, the loss of any of our senior management or key employees could materially adversely
affect our ability to execute our business plan, and we may not be able to find adequate replacements. All of our officers and employees
are at-will employees, which means they may terminate their employment relationship with us at any time, although several of our
executive officers are required to give the Company written notice if they resign for other than Good Reason (as defined in the employment
agreements), and their knowledge of our business and industry would be extremely difficult to replace. We cannot ensure that we will
be able to retain the services of any members of our senior management or other key employees. If we do not succeed in attracting well-qualified
employees or retaining and motivating existing employees, our business could be harmed.

 Executive may terminate the employment agreements
other than for good reason upon thirty (30) days' written notice to Company.

 Illegal use of our Platform could result
in adverse consequences to the Company.

 Despite measures the Company will implement to
detect and prevent identify theft or other fraud our Platform remains susceptible to potentially illegal or improper uses. Despite measures
the Company will take to detect and lessen the risk of this kind of conduct, the Company cannot assure that these measures will succeed.
The Company's business could suffer if customers use the Platform for illegal or improper purposes.

 If merchants on our Platform are operating illegally,
the Company could be subject to civil and criminal lawsuits, administrative action, and prosecution for, among other things, money laundering
or for aiding and abetting violations of law. The Company would lose the revenues associated with these accounts and could be subject
to material penalties and fines, both of which would seriously harm its business.

 We are subject to certain risks by virtue
of our international operations.

 We operate and expand internationally. We expect
to expand our international operations significantly by accessing new markets abroad and expanding our offerings in new languages: not
less than all languages in SEA countries. Our platform is now available in English and several other languages. However, we may have difficulty
modifying our technology and content for use in non-English-speaking markets or fostering new communities in non-English-speaking markets.
Our ability to manage our business and conduct our operations internationally requires considerable management attention and resources,
and is subject to the particular challenges of supporting a rapidly growing business in an environment of multiple languages, cultures,
customs, legal systems, alternative dispute systems, regulatory systems, and commercial infrastructures. Furthermore, in most international
markets, we would not be the first entrant, and our competitors may be better positioned than we are to succeed. Expanding internationally
may subject us to risks that we have either not faced before or increase our exposure to risks that we currently face, including risks
associated with:

 recruiting and retaining qualified, multi-lingual employees, including customer support personnel;

 increased competition from local websites and guides and potential preferences by local populations for local providers;

 compliance with applicable foreign laws and regulations, including different privacy, censorship and liability standards and regulations and different intellectual property laws;

 providing solutions in different languages for different cultures, which may require that we modify our solutions and features to ensure that they are culturally relevant in different countries;

 the enforceability of our intellectual property rights;

 credit risk and higher levels of payment fraud;

 compliance with anti-bribery laws;

 currency exchange rate fluctuations;

 foreign exchange controls that might prevent us from repatriating cash earned outside the United States;

 political and economic instability in some countries;

 double taxation of our international earnings and potentially adverse tax consequences due to changes in the tax laws of the United States or the foreign jurisdictions in which we operate; and

 higher costs of doing business internationally.

 Changes in the economic, political, or legal
environment of the Asia Pacific region.

 Majority of our revenues are derived from SEA.
As a result, our business is subject to the economic, political and legal environment in SEA. The economies of SEA differ
from other countries in various respects such as government involvement, level of development, growth rate, allocation of resources and
inflation rate. Prior to the 1990s, many SEA countries relied on a planned economy. State-owned enterprises still account for a substantial
portion of SEA's industrial output, though governments in general are reducing the level of direct control that they exercise over
the economy through state plans and other measures. It is our understanding that there is an increasing level of freedom and autonomy
in areas such as resource allocation, production and management and a gradual shift in emphasis to market economies and enterprise reform.

 Other than Singapore, the legal systems of SEA
countries in which the Company operates, also differ from most common law jurisdictions, in that they are systems in which decided legal
cases have little precedential value. The laws and regulations are subject to broad and varying interpretations by government officials,
courts, and lawyers. The courts of some countries of Asia Pacific region have the power to read implied terms into contracts, adding a
further layer of uncertainty. As a result, government officials, courts and lawyers often express different views on the legality, validity
and effect of a particular legal document. In addition, the views of a governmental authority received on a particular issue have no binding
effect or finality, so there is no guarantee that similar issues will be dealt with in a similar way by other governmental authorities.
Furthermore, recognition and enforcement of legal rights through Asia Pacific region's national courts, arbitration centers and
administrative agencies in the event of a dispute is uncertain.

 As part of their transition from planned economies
to more market-oriented ones, the governments implemented a series of economic reforms, including lowering trade barriers and import quotas
to encourage and promote foreign investment. The governments promulgated a series of laws and regulations on local and foreign investment,
which set out the types of corporate vehicle investors may establish to carry out their investment projects. Nevertheless, conflicting
interpretations between local regulators in different provinces in a country, and between different ministries can create confusion over
key issues in certain countries. Many of the reforms in SEA are unprecedented or experimental and may be subject to revision, change or
abolition, depending upon the outcome of these experiments. Furthermore, there can be no assurance that the governments will continue
to pursue policies of economic reform or that any reforms will be successful or the impetus to reform will continue. If any of these changes
adversely affect us or our business, or if we are unable to capitalize on the economic reform measures of the pertinent governments, our
business, results of operations and financial condition could be adversely affected.

 Many of the economies in SEA have or are
experiencing substantial inflationary pressures which may prompt the governments to take action to control the growth of the economy and
inflation that could lead to a significant decrease in our profitability.

 While many of the economies in SEA have experienced
rapid growth over the last two decades, they have also experienced inflationary pressures. As governments take steps to address inflationary
pressures, there may be significant changes in the availability of bank credits, interest rates, limitations on loans, restrictions on
currency conversions and foreign investment. There also may be imposition of price controls. If our revenues rise at a rate that is insufficient
to compensate for the rise in our costs, it may have an adverse effect on our profitability. If these or other similar restrictions are
imposed by a government to influence the economy, it may lead to a slowing of economic growth.

 Our business will be exposed to foreign
exchange risk.

 We derive majority of our revenue from the operations
of our Platform in SEA and expect to derive our revenue from SEA. Our functional currencies will by necessity be the currencies
of the countries of SEA. Our reporting currency is the U.S. dollar. We translate our results of operations using the average exchange
rate for the period, unless the average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction
dates, in which case income and expenses are translated at the rate on the dates of the transactions, and we translate our financial position
at the period-end exchange rate. Accordingly, any significant fluctuation between the currencies of countries of SEA and South Asia on
the one hand and the U.S. dollar on the other could expose us to foreign exchange risk.

 A significant depreciation in many of the currencies
of countries of SEA against major foreign currencies may have a material adverse impact on our results of operations and financial condition
because our reporting currency is the U.S. dollar. If, in the future, significant depreciation in many of the currencies of countries
of SEA, we may be unable to meet any foreign currency payment obligations.

 If inflation increases significantly in
SEA or South Asia countries, it could adversely affect our business.

 Should inflation in SEA countries increase significantly,
our costs, including our staff costs and transportation are expected to increase. Furthermore, high inflation rates could have an adverse
effect on the countries' economic growth, business climate and dampen consumer purchasing power. As a result, a high inflation rate
in SEA countries could materially and adversely affect our business, results of operations, financial condition and prospects.

 Geopolitical unrest in the regions in which
we operate could adversely affect our business.

 Most of our operations and business activities
are conducted in SEA, whose economies and legal systems remain susceptible to risks associated with an emerging economy and which is subject
to higher geopolitical risks than developed countries. Examples include the social unrests in 2014 in Vietnam targeting China-related
businesses and ongoing territorial and other disputes between Vietnam and its neighboring countries in Asia. Social and political unrest
could give rise to various risks, such as loss of employment and safety and security risks to persons and property. Any such event may
in turn have a material and adverse effect on our business, results of operations and financial position.

 Recently, Russia initiated significant military
action against Ukraine. In response, the U.S. and certain other countries imposed significant sanctions and export controls against Russia,
Belarus and certain individuals and entities connected to Russian or Belarusian political, business, and financial organizations, and
the U.S. and certain other countries could impose further sanctions, trade restrictions, and other retaliatory actions should the conflict
continue or worsen. It is not possible to predict the broader consequences of the conflict, including related geopolitical tensions, and
the measures and retaliatory actions taken by the U.S. and other countries in respect thereof as well as any counter measures or retaliatory
actions by Russia or Belarus in response, including, for example, potential cyberattacks or the disruption of energy exports, is likely
to cause regional instability, geopolitical shifts, and could materially adversely affect regional economies and the global economy. The
situation remains uncertain, and while it is difficult to predict the impact of any of the foregoing, the conflict and actions taken in
response to the conflict could increase our costs, disrupt our supply chain, reduce our sales and earnings, impair our ability to raise
additional capital when needed on acceptable terms, if at all, or otherwise adversely affect our business, financial condition, and results
of operations.

 Regulatory Risks

 The payment processing regulatory regimes
of the countries in which we operate could have adverse consequences on our business.

 From time-to-time, governments and regulatory
bodies may review the legislation and regulations applied to the e-commerce and payment processing industry in which the Company operates.
Such reviews could result in the enactment of new laws and/or the adoption of new regulations in SEA, South Asia, the US or elsewhere,
which might adversely impact businesses in those countries in general and consequently, may threaten the Company's growth prospects.
More specifically, the Company is operating in the e-commerce and payment processing industry, which is strictly regulated. Regulation
is extensive and designed to protect consumers and the public, while providing standard guidelines for business operations. In the offering
of its products, the Company is subject to certain federal and provincial laws and regulations relating to its financial product offerings,
including laws and regulations governing such things as Know-Your-Customer (KYC), Anti-Money Laundering (AML), Anti-Terrorist Financing
(ATF) and safeguarding the privacy of customers' personal information. Failure to comply with, or changes to, existing or future
laws and regulations could result in significant unforeseen costs and limitations, and could have an adverse impact on the Company's
business, results of operations and/or financial condition

 Regulation of the internet generally could
have adverse consequences on our business.

 We are also subject to general business regulations
and laws in SEA specifically governing the internet and e-commerce. Existing and future laws and regulations may impede the growth of
the Internet, e-commerce or other online services, and increase the cost of providing online services. These regulations and laws may
cover sweepstakes, taxation, tariffs, user privacy, data protection, pricing, content, copyrights, distribution, electronic contracts
and other communications, consumer protection, broadband residential Internet access and the characteristics and quality of services.
It is not clear how existing laws governing issues such as property ownership, sales, use and other taxes, libel and personal privacy
apply to the internet and e-commerce. Unfavorable resolution of these issues may harm our business and results of operations.

 Privacy regulations could have adverse consequences
on our business.

 We receive, collect, store, process, transfer,
and use personal information and other user data. There are numerous international laws and regulations regarding privacy, data protection,
information security, and the collection, storing, sharing, use, processing, transfer, disclosure, and protection of personal information
and other content, the scope of which are changing, subject to differing interpretations, and may be inconsistent among countries, or
conflict with other laws and regulations. We are also subject to the terms of our privacy policies and obligations to third parties related
to privacy, data protection, and information security. We strive to comply with applicable laws, regulations, policies, and other legal
obligations relating to privacy, data protection, and information security to the extent possible. However, the regulatory framework for
privacy and data protection worldwide is, and is likely to remain for the foreseeable future, uncertain and complex, and it is possible
that these or other actual or alleged obligations may be interpreted and applied in a manner that we do not anticipate or that is inconsistent
from one jurisdiction to another and may conflict with other rules or our practices. Further, any significant change to applicable laws,
regulations, or industry practices regarding the collection, use, retention, security, or disclosure of our users' data, or their
interpretation, or any changes regarding the manner in which the express or implied consent of users for the collection, use, retention,
or disclosure of such data must be obtained, could increase our costs and require us to modify our services and features, possibly in
a material manner, which we may be unable to complete, and may limit our ability to store and process user data or develop new services
and features.

 We also expect that there will continue to be
new laws, regulations, and industry standards concerning privacy, data protection, and information security proposed and enacted in various
jurisdictions.

 Any failure or perceived failure by us to comply
with our posted privacy policies, our privacy-related obligations to users or other third parties, or any other legal obligations or regulatory
requirements relating to privacy, data protection, or information security may result in governmental investigations or enforcement actions,
litigation, claims, or public statements against us by consumer advocacy groups or others and could result in significant liability, cause
our users to lose trust in us, and otherwise have an adverse effect on our reputation and business. Furthermore, the costs of compliance
with, and other burdens imposed by, the laws, regulations, and policies that are applicable to the businesses of our users may limit the
adoption and use of, and reduce the overall demand for, our Platform.

 Additionally, if third parties we work with violate
applicable laws, regulations, or agreements, such violations may put our users' data at risk, could result in governmental investigations
or enforcement actions, fines, litigation, claims, or public statements against us by consumer advocacy groups or others and could result
in significant liability, cause our users to lose trust in us, and otherwise have an adverse effect on our reputation and business. Further,
public scrutiny of or complaints about technology companies or their data handling or data protection practices, even if unrelated to
our business, industry, or operations, may lead to increased scrutiny of technology companies, including us, and may cause government
agencies to enact additional regulatory requirements, or to modify their enforcement or investigation activities, which may increase our
costs and risks.

 Regulation of bonus cards could have adverse
consequences on our business.

 Our platform's payment system inevitably
provides our customers with bonuses that may or may not be deemed gift certificates, store gift cards, general-use prepaid cards, or other
vouchers, or "gift cards", subject to, various laws of multiple jurisdictions. Many of these laws include specific disclosure
requirements and prohibitions or limitations on the use of expiration dates and the imposition of certain fees. Various companies that
provided deal products similar to ours around the world are currently or were defendants in purported class action lawsuits.

 The application of various other laws and regulations
to our products is uncertain. These include laws and regulations pertaining to unclaimed and abandoned property, partial redemption, revenue-sharing
restrictions on certain trade groups and professions, sales and other local taxes and the sale of alcoholic beverages. In addition, we
may become, or be determined to be, subject to United States federal or state laws or laws in SEA or South Asia countries we operate regulating
money transmitters or aimed at preventing money laundering or terrorist financing, including the Bank Secrecy Act, the USA PATRIOT Act
and other similar future laws or regulations in the United States and in the applicable SEA or South Asia countries.

 If we become subject to claims or are required
to alter our business practices as a result of current or future laws and regulations, our revenue could decrease, our costs could increase
and our business could otherwise be harmed. In addition, the costs and expenses associated with defending any actions related to such
additional laws and regulations and any payments of related penalties, fines, judgments or settlements could harm our business.

 The requirements of being a public company.

 As a public company, we are subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended, or the "Exchange Act", the Sarbanes-Oxley Act, the Dodd-Frank
Act, and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial
compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. The
Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating
results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal
control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control
over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management's
attention may be diverted from other business concerns, which could harm our business and operating results. We may need to hire more
employees in the future to comply with these requirements, which will increase our costs and expenses.

 In addition, changing laws, regulations and standards
relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance
costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in
many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided
by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated
by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and
standards, and this investment may result in increased general and administrative expenses and a diversion of management's time
and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations, and standards
differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may
initiate legal proceedings against us and our business may be harmed.

 We also expect that being a public company and
these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required
to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for
us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and Remuneration Committee,
and qualified executive officers.

 As a result of disclosure of information in this
Annual Report and in filings required of a public company, our business and financial condition will become more visible, which we believe
may result in increased threatened or actual litigation, including by competitors and other third parties. If such claims are successful,
our business and operating results could be harmed, and even if the claims do not result in litigation or are resolved in our favor, these
claims, and the time and resources necessary to resolve them, could divert the resources of our management and harm our business and operating
results.

 We may be exposed to liabilities under the
Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices Act could have a material adverse
effect on our business.

 We are subject to the Foreign Corrupt Practice
Act, or FCPA, and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political
parties by U.S. persons and issuers as defined by the statute for the purpose of obtaining or retaining business. We have operations,
agreements with third parties and make sales in Asia, which may experience corruption. Our activities in Asia create the risk of unauthorized
payments or offers of payments by one of the employees, consultants or agents of our company, because these parties are not always subject
to our control. It is our policy to implement safeguards to discourage these practices by our employees. Also, our existing safeguards
and any future improvements may prove to be less than effective, and the employees, consultants, sales agents or distributors of our Company
may engage in conduct for which we might be held responsible. Violations of the FCPA may result in severe criminal or civil sanctions,
and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition. In
addition, the government may seek to hold our Company liable for successor liability FCPA violations committed by companies in which we
invest or that we acquire.

 We may be subject to risks related to litigation
and other legal proceedings that may materially adversely affect our business, operating results or financial condition.

 The Company and/or its directors and officers
may be subject to a variety of civil or other legal proceedings, with or without merit. From time to time in the ordinary course of its
business, we may become involved in various legal proceedings, including commercial, employment and other litigation and claims, as well
as governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management's attention
and resources and cause us to incur significant expenses. Furthermore, because litigation is inherently unpredictable, the results of
any such actions may have a material adverse effect on our business, operating results or financial condition.

 Even if the claims are without merit, the costs
associated with defending these types of claims may be substantial, both in terms of time, money, and management distraction. In particular,
patent and other intellectual property litigation may be protracted and expensive, and the results are difficult to predict and may require
us to stop offering certain features, purchase licenses or modify our products and features while we develop non-infringing substitutes
or may result in significant settlement costs. We do not own any patents, and, therefore, may be unable to deter competitors or others
from pursuing patent or other intellectual property infringement claims against us.

 The results of litigation and claims to which
we may be subject cannot be predicted with certainty. Even if these matters do not result in litigation or are resolved in our favor or
without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could harm our
business, results or operations and reputation.

 Our financial statements have been prepared
on a going-concern basis and our continued operations are in doubt.

 The financial statements have been prepared on
a going concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilities in the ordinary
course of business. Our future operations may be dependent upon the identification and successful completion of equity or debt financing
and the achievement of profitable operations at an indeterminate time in the future. There can be no assurances that we will be successful
in completing an equity or debt financing or in achieving profitability.

 We may face potential liability and expense
for legal claims based on the content on our Platform.

 We may face potential liability and expense for
legal claims relating to the information that we publish on our website and our Platform, including claims for defamation, libel, negligence
and copyright or trademark infringement, among others. For example, businesses may in the future claim, that we are responsible for defamatory
reviews posted by our users. These claims could divert management time and attention away from our business and result in significant
costs to investigate and defend, regardless of the merits of the claims. In some instances, we may elect or be compelled to remove content
or may be forced to pay substantial damages if we are unsuccessful in our efforts to defend against these claims. If we elect or are compelled
to remove valuable content from our website or mobile app, our Platform may become less useful to consumers and our traffic may decline,
which could have a negative impact on our business and financial performance.

 Protection of Intellectual Property Rights
are important for the future of our business.

 The future success of our business is dependent
upon the intellectual property rights surrounding the technology, including trade secrets, know-how and continuing technological innovation.
Although we will seek to protect our proprietary rights, our actions may be inadequate to protect any proprietary rights or to prevent
others from claiming violations of their proprietary rights. There can be no assurance that other companies are not investigating or developing
other technologies that are similar to our technology. In addition, effective intellectual property protection may be unenforceable or
limited in certain countries, and the global nature of the Internet makes it impossible to control the ultimate designation of our technology.
Any of these claims, with or without merit, could subject us to costly litigation. If the protection of proprietary rights is inadequate
to prevent unauthorized use or appropriation by third parties, the value of our brand and other intangible assets may be diminished. Any
of these events could have an adverse effect on our business and financial results.

 Effective trade secret, copyright, trademark and
domain name protection is expensive to develop and maintain, both in terms of initial and ongoing registration requirements and expenses
and the costs of defending our rights. We are seeking to protect our trademarks and domain names in an increasing number of jurisdictions,
a process that is expensive and may not be successful or which we may not pursue in every location. Litigation may be necessary to enforce
our intellectual property rights, protect our respective trade secrets or determine the validity and scope of proprietary rights claimed
by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs and diversion of management
and technical resources, any of which could adversely affect our business and operating results. We may incur significant costs in enforcing
our trademarks against those who attempt to imitate our brand. If we fail to maintain, protect and enhance our intellectual property rights,
our business and operating results may be harmed.

 Risks Relating to Ownership of Our Securities

 We may not be able to satisfy listing requirements
of Nasdaq to maintain a listing of our common stock.

 Although our common stock is currently listed
on Nasdaq, we must meet certain regulatory, financial and liquidity criteria to maintain such listing, including those regarding director
independence and independent committee requirements, minimum stockholders' equity, minimum share price, and certain corporate governance
requirements. If we violate the maintenance requirements for continued listing of our common stock, our common stock may be delisted.
In addition, our board may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits
of such listing. A delisting of our common stock from Nasdaq may materially impair our stockholders' ability to buy and sell our
common stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our common stock.
In addition, the delisting of our common stock could significantly impair our ability to raise capital.

 If we fail to meet all applicable Nasdaq
requirements and the Nasdaq Stock Market LLC determines to delist our common stock, the delisting could adversely affect the market liquidity
of our common stock, impair the value of your investment and harm our business.

 On May 25, 2023, we received a letter from The
Nasdaq Stock Market LLC ("Nasdaq") indicating that, for the last thirty (30) consecutive business days, the bid price for
the Company's common stock had closed below the minimum $1.00 per share requirement for continued listing. On May 15, 2024, Nasdaq
confirmed that the Company had regained compliance with the bid price.

 On August 21, 2024, we received a letter from
Nasdaq indicating that, the Company does not presently comply with Nasdaq's Listing Rule 5550(b)(1), which requires that the Company
maintain a minimum of $2.5 million in stockholders' equity, and that the Company also does not meet the alternatives of market value
of listed securities or net income from continuing operations set forth in the Listing Rule. On February 18, 2025, we received written
notice from Nasdaq indicating that based upon the Company's continued non-compliance with Rule 5550(b)(2) which requires that the
Company shall maintain at least $25,000,000 stockholders' equity, the Nasdaq staff has determined to delist the Company's
common stock from the Nasdaq Capital Market effective February 27, 2025 unless the Company timely requests an appeal of this determination
before the Nasdaq Hearings Panel (the "Panel") by February 25, 2025. On April 9, 2025, the Panel issued a decision that granted
the Company's request to continue its listing on Nasdaq based on the information presented. The Panel has determined to grant the
Company's request for an exception until June 30, 2025.

 On December 6, 2024, we received a letter (the
"December 2024 Nasdaq Staff Letter") from The Nasdaq Stock Market LLC ("Nasdaq") indicating that, for the last
thirty (30) consecutive business days, the bid price for the Company's common stock had closed below the minimum $1.00 per share
requirement for continued listing. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period
of 180 calendar days to regain compliance. Since then, the staff of Nasdaq has determined that for the last eleven consecutive business
days, from January 31 through February 14, 2025, the closing bid price for the Company's common stock has been at $1.00 per share
or greater. Accordingly, the Company has regained compliance with Listing Rule 5550(a)(2).

 If we fail to meet the applicable Nasdaq requirements
in the future and Nasdaq determines to delist our common stock, the delisting could substantially decrease trading in our common stock
and adversely affect the market liquidity of our common stock; adversely affect our ability to obtain financing on acceptable terms, if
at all, for the continuation of our operations; and harm our business. You may be unable to sell your common stock in the United States
unless a market can be established or sustained. Additionally, the market price of our common stock may decline further and stockholders
may lose some or all of their investment.

 The trading price of our common stock is
likely to be volatile, which could result in substantial losses to investors.

 The trading price of our common stock is likely
to be volatile and could fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors.
In addition to market and industry factors, the market price and trading volume for the common stock may be highly volatile for factors
specific to our own operations, including the following:

 variations in our net revenue, earnings and cash flows;

 announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors;

 announcements of new offerings and expansions by us or our competitors;

 changes in financial estimates by securities analysts;

 detrimental adverse publicity about us, our shareholders, affiliates, directors, officers or employees, our business model, our services or our industry;

 announcements of new regulations, rules or policies relevant for our business;

 additions or departures of key personnel;

 release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and

 potential litigation or regulatory investigations.

 Any of these factors may result in large and sudden changes in the
volume and price at which our common stock will trade.

 In the past, shareholders of public companies
have often brought securities class action suits against those companies following periods of instability in the market price of
their securities. If we were involved in a class action suit, it could divert a significant amount of our management's attention
and other resources from our business and require us to incur significant expenses to defend the suit, which could harm our results of
operations.

 Any such class action suit, whether or not
successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully
made against us, we may be required to pay significant damages, which could materially adversely affect our financial condition and results
of operations.

 Future sales of our common stock in the
public market could cause the market price of our common stock to decline.

 Sales of a substantial number of shares of our
common stock in the public market, or the perception that these sales might occur, could depress the market price of our common stock
and could impair our ability to raise capital through the sale of additional equity securities. Our shareholders may sell all or part
of their holdings as soon as any applicable transfer restrictions have ended and such sales could have a negative impact on the market
price of our common stock. We are unable to predict the timing of or the effect that such sales may have on the prevailing market
price of our common stock.

 If securities or industry analysts publish
inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

 The trading market for our common stock could
depend in part on the research and reports that certain securities or industry analysts publish about us or our business. Several analysts
may cover our stock. If one or more of those analysts downgrade our stock or publish inaccurate or unfavorable research about our business,
our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us
regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline.

 A possible "short squeeze" due
to a sudden increase in demand of our common stocks that largely exceeds supply may lead to price volatility in our common stock.

 Investors may purchase our common stock to hedge
existing exposure in our common stock or to speculate on the price of our common stock. Speculation on the price of our common stock may
involve long and short exposures. To the extent aggregate short exposure exceeds the number of shares of our common stock available for
purchase in the open market, investors with short exposure may have to pay a premium to repurchase our common stock for delivery to lenders
of our common stock. Those repurchases may in turn, dramatically increase the price of our common stock until investors
with short exposure are able to purchase additional shares of common stock to cover their short position. This is often referred to as
a "short squeeze." A short squeeze could lead to volatile price movements in our common stock that are not directly correlated
to the performance or prospects of our company and once investors purchase the shares of common stock necessary to cover their short position
the price of our common stock may decline.

 Our Founder, Dennis Nguyen, will continue
to own a significant percentage of our common stock and our Super Voting Preferred Stock and will be able to exert significant control
over matters subject to shareholder approval.

 Dennis Nguyen, our Founder and former CEO, currently
beneficially owns common stock and Super Voting Preferred Stock that provide him with 86.06% of the voting power of our voting
stock. Therefore, even after further offerings, he will have the ability to substantially influence us through this ownership position.
For example, he may be able to significantly influence elections of directors, amendments of our organizational documents, or approval
of any merger, sale of assets, or other major corporate transaction. His interests may not always coincide with our corporate interests
or the interests of other shareholders, and he may act in a manner with which you may not agree or that may not be in the best interests
of our other shareholders. So long as he continues to own a significant amount of our equity, he will continue to be able to strongly
influence or effectively control our decisions.

 An active market for our common stock in
which investors can resell their shares may not continue to exist.

 Prior to our initial public offering that closed
on November 12, 2021, there was no public market for our shares of common stock. Although our common stock began trading on the Nasdaq
Capital Market in November 2021, we cannot predict the extent to which an active market for our common stock will develop or be sustained,
or how the development of such a market might affect the market price of our common stock. The value of our common stock can be adversely
affected by a variety of factors, including problems with the development and expansion of our business offerings, regulatory issues,
technical issues, commercial challenges, competition, legislation, government intervention, industry developments and trends, and general
business and economic conditions.

 Failure to maintain effective controls on
financial reporting could have an adverse impact on our business and we have identified a material weakness in our
internal control over financial reporting.

 Prior to our initial public offering in November
2021, we were a private company and had limited accounting and financial reporting personnel and other resources with which to address
our internal controls and related procedures. Furthermore, we are a newly public company and are not required to provide a report on internal
control over financial reporting as of the end of our most recent fiscal year. While operating as a public company, we and our independent
registered public accounting firm may identify material weaknesses in our internal control over financial reporting. A material weakness
is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility
that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. If we
are unable to remedy our material weakness, or if we generally fail to establish and maintain effective internal controls appropriate
for a public company, we may be unable to produce timely and accurate financial statements, and we may conclude that our internal control
over financial reporting is not effective, which could adversely impact our investors' confidence and our stock price.

 We may need to
implement additional and expensive procedures and controls in order to grow our business and organization and to satisfy new reporting
requirements, which will increase our costs and require additional management resources.

 As a public reporting
company, we are required to comply with the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and the related rules and
regulations of the SEC, including the requirements that we maintain disclosure controls and procedures and adequate internal control over
financial reporting. Also, our securities are listed on a U.S. national securities exchange and we are required to comply with marketplace
rules and heightened corporate governance standards. Compliance with the Sarbanes-Oxley Act and other SEC and U.S. national securities
exchange requirements will increase our costs and require additional management resources. We recently have begun upgrading our procedures
and controls and will need to continue to implement additional procedures and controls as we grow our business and organization and to
satisfy new reporting requirements. If we are unable to complete the required assessment as to the adequacy of our internal control over
financial reporting, as required by Section 404 of the Sarbanes-Oxley Act or if we fail to maintain internal control over financial reporting,
our ability to produce timely, accurate and reliable periodic financial statements could be impaired.

 If we do not maintain adequate internal control
over financial reporting, investors could lose confidence in the accuracy of our periodic reports filed under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). Additionally, our ability to obtain additional financing could be impaired or
a lack of investor confidence in the reliability and accuracy of our public reporting could cause our stock price to decline.

 We are an "emerging
growth company" under the JOBS Act of 2012 and we cannot be certain if the reduced disclosure requirements applicable to emerging
growth companies will make our common stock less attractive to investors.

 We are an "emerging
growth company," as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and we may take advantage
of certain exemptions from various reporting requirements that are not applicable to other public companies that are not "emerging
growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of section
404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,
and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden
parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely
on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for
our common stock and our stock price may be more volatile.

 In addition, Section
107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided
in Section 7(a)(2)(B) of the Securities Act of 1933 (the "Securities Act") for complying with new or revised accounting standards.
In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards
would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new
or revised accounting standards.

 We will remain an "emerging
growth company" until the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common
stock pursuant to an effective registration statement under the Securities Act, although we will lose that status sooner if our revenues
exceed $1.235 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our
common stock that is held by non-affiliates exceeds $700 million as of the last day of our most recently completed second fiscal quarter.

 Investors may be unable
to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other
companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of
operations may be materially and adversely affected.

 As a "controlled company" under
the rules of the Nasdaq Capital Market, we may choose to exempt our company from certain corporate governance requirements that could
have an adverse effect on our public shareholders.

 Mr. Dennis Nguyen, our Founder and Former Chief
Executive Officer, is currently the beneficial owner of voting stock that provides him with approximately 52.0% of the voting power of
our voting stock. We currently meet the definition of a "controlled company" under the corporate governance standards for
NASDAQ listed companies and for so long as we remain a controlled company under this definition, we are eligible to utilize certain exemptions
from the corporate governance requirements of the NASDAQ Stock Market.

 As long as our officers and directors, either
individually or in the aggregate, own at least 50% of the voting power of our Company, we are a "controlled company" as defined
under the listing rules of The Nasdaq Stock Market LLC.

 For so long as we are a controlled company under
that definition, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including:

 an exemption from the rule that a majority of our board of directors must be independent directors;

 an exemption from the rule that the compensation of our CEO must be determined or recommended solely by independent directors; and

 an exemption from the rule that our director nominees must be selected or recommended solely by independent directors.

 Although we do not intend to rely on the "controlled
company" exemption under the Nasdaq listing rules, we could elect to rely on this exemption in the future. If we elect to rely on
the "controlled company" exemption, a majority of the members of our board of directors might not be independent directors
and our nominating and corporate governance and compensation committees might not consist entirely of independent directors.

 As a result, you will not have the same protection
afforded to shareholders of companies that are subject to these corporate governance requirements.

 We have not paid
dividends in the past and do not expect to pay dividends in the future, and any return on investment may be limited to the value of our
stock.

 We have never paid cash dividends on our common
stock and do not anticipate paying cash dividends on our common stock in the foreseeable future. We currently intend to retain any future
earnings to support the development of our business and do not anticipate paying cash dividends in the foreseeable future. Our payment
of any future dividends will be at the discretion of our board of directors after taking into account various factors, including, but
not limited to, our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may
be a party to at the time. In addition, our ability to pay dividends on our common stock may be limited by Nevada state law. Accordingly,
investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize a return
on their investment. Investors seeking cash dividends should not purchase our common stock.

 We will indemnify and hold harmless our
officers and directors to the maximum extent permitted by Nevada law.

 Our bylaws provide that we will indemnify and
hold harmless our officers and directors against claims arising from our activities, to the fullest extent not prohibited by Nevada law.
If we were called upon to perform under our indemnification agreement, then the portion of our assets expended for such purpose would
reduce the amount otherwise available for our business.

 Item 1B. Unresolved Staff Comments

 None.

 Item 1C. Cybersecurity.

 Risk Management and Strategy

 We identify and assess material risks from cybersecurity
threats to our information systems and the information residing in our information systems by monitoring and evaluating our threat environment
on an ongoing basis using various methods including, for example, using manual and automated tools, subscribing to reports and services
that identify cybersecurity threats, analyzing reports of threats and threat actors, conducting scans of the threat environment, and conducting
risk assessments.

 We manage material risks from cybersecurity threats
to our information systems and the information residing in our information systems through various processes and procedures, including,
depending on the environment, risk assessment, incident detection and response, vulnerability management, disaster recovery and business
continuity plans, internal controls within our accounting and financial reporting functions, encryption of data, network security controls,
access controls, physical security, asset management, systems monitoring, and employee training. We engage third-party service providers
to provide some of the resources used in our information systems and some third-party service providers have access to information residing
in our information systems. With respect to such third parties, we seek to engage reliable, reputable service providers that maintain
cybersecurity programs. Depending on the nature and extent of the services provided, the sensitivity and quantity of information processed,
and the identity of the service provider, our processes may include conducting due diligence on the cybersecurity practices of such provider
and contractually imposing cybersecurity related obligations on the provider.

 We are not aware of any risks from cybersecurity
threats, including as a result of any cybersecurity incidents, which have materially affected or are reasonably likely to materially affect
SOPA, including our business strategy, results of operations, or financial condition. Refer to "Part I, Items 1A – Risk Factor
Relating to SOPA's business – Our business and operations would suffer in the event of third-party computer system failures,
cyber-attacks on third-party systems or deficiency in our cyber security" in this Form 10-K for additional discussion about cybersecurity-related
risks.

 Cybersecurity Governance

 Our Board of Directors holds oversight responsibility
over SOPA's risk management and strategy, including material risks related to cybersecurity threats. This oversight is executed
directly by our board of directors and through its committees. Our audit committee oversees the management of SOPA's major financial
risk exposures, the steps management has taken to monitor and control such exposures, and the process by which risk assessment and management
is undertaken and handled, which would include cybersecurity risks, in accordance with its charter. The audit committee holds regular
meetings and receives periodic reports from management regarding risk management, including major financial risk exposures from cybersecurity
threats or incidents.

 Within management, the Group Chief Technology
Officer of our business units are primarily responsible for assessing and managing our material risks from cybersecurity threats on a
day-to-day basis and keep the senior executive officers informed on a regular basis of the identification, assessment, and management
of cybersecurity risks and of any cybersecurity incidents. Such management personnel have prior experience and training in managing information
systems and cybersecurity matters and participate in ongoing training programs.

 As of the date hereof, the Company has not encountered
cybersecurity incidents that the company believes to have been material to the Company taken as a whole.

 Item 2. Properties.

 Our principal executive offices are located at
701 S. Carson Street, Suite 200, Carson City, NV 89701.

 As of December 31, 2024, the Company recorded
the ROU asset of $751,672 and lease obligation of $753,375. We do not currently own any real estate.

 COUNTRY

 SUPPLIER

 LEASE

 DATE OF

AGREEMENT

 TERM

 Morning Star Pte. Ltd.

 137 Market Street, #14-01/02, Grace Global Raffles, Singapore 048943

 August 2, 2022

 3 years from October 15, 2022

 Pls Investment Trading Company

 5 th floor, PLS Building, 366 Nguyen Trai, Ward 8, District 5, Ho Chi Minh

 January 11, 2022

 3 years from February 20, 2022

 Service And Office Rental Enterprise

 9th floor,Ford Thang Long building, 105 Lang Ha, Dong Da, Hanoi

 September 4, 2023

 3 years from October 1, 2023

 Averon Holdings Corporation

 6780 Ayala Avenue Makati City 1226 Philippines

 February 22, 2022

 2 years from March 16, 2022

 Boutique Prakhanong 3 Ltd.

 unit 301, 3 rd floor, 7 Soi Sukhumvit 69, Sukhumvit Road, Prakhanong-Nua Sub district, Wattana District, Bangkok

 December 1, 2022

 3 years from October 8, 2022

 Boutique Prakhanong 3 Ltd.

 unit 302, 3 rd floor, 7 Soi Sukhumvit 69, Sukhumvit Road, Prakhanong-Nua Sub district, Wattana District, Bangkok

 April 21, 2023

 3 years from April 30, 2023

 Boutique Prakhanong 3 Ltd.

 unit 309, 3 rd floor, 7 Soi Sukhumvit 69, Sukhumvit Road, Prakhanong-Nua Sub district, Wattana District, Bangkok

 December 1, 2022

 3 years from October 8, 2022

 PT Alfindo Mercu Estate

 AIA Central Lower Ground No.1, 28 th Floor, Jl. Jend Sudirman Kav. 48A, Jakarta 12930

 July 20, 2022

 3 years from November 17, 2022

 Item 3. Legal Proceedings

 From time to time, the Company may become involved
in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent
uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company's business.

 The Company is currently litigating three cases
pending in the Supreme Court for the State of New York, New York County and one case pending in the United States District Court, Central
District of California.

 Two cases are employment actions filed
by former employees who seek compensation alleged to be due pursuant to agreements with the Company. Both of the employees are represented
by the same counsel and filed their cases in the Supreme Court of the State of New York, County of New York, in December 2019.

 In one of those actions, brought by Rahul Narain,
a former employee claims entitlement to compensation and a bonus totaling $566,000 and 130-195 shares of Company common stock,
together with costs. For the 130 shares he contends were not delivered, he alleges damages of approximately $750,000. The Company responded
to the complaint and also asserted counterclaims in the proceeding for $1,500,000 to $4,000,000 plus punitive damages, together with interest
and costs, arising from, inter alia, the former employee's breach of contract, unfair competition, misappropriation of trade secrets
and breach of fiduciary duty. The former employee has responded to the Company's counterclaims and discovery has been conducted.
The discovery phase is now over. The Company filed a motion for partial summary judgment to dismiss Rahul Narain's claims for damages
associated with the 130-195 shares of the Company's common stock. Rahul Narain has filed a motion for partial summary judgment on
his claims for compensation and for damages he alleges associated with his contention that the Company did not deliver the shares of common
stock under a warrant. In that motion he seeks the monetary value of that stock, which he contends is $749,190 plus interest, and also
seeks partial summary judgment for his claim seeking $566,000 in compensation, specifically to the motion, he seeks $60,000. His motion
also seeks to dismiss the Company's counterclaims. Rahul Narain has also filed a motion in limine to preclude the Company's
expert witness as to damages for some of the Company's counterclaims. The Court denied the Company's motion for summary judgment
and granted Mr. Narain's motion for summary judgment on his claims on the warrant and for a portion of his salary, giving him a
recovery of $749,190 plus interest as of September 4, 2019 and for his salary of $10,000 per month for the months of September, October,
and November of 2023 plus interest, and denied the remainder of his motion, including those portions seeking to dismiss the Company's
counterclaims and to preclude the Company's expert witness. The Company has filed a Notice of Appeal of this decision and has also
filed a motion to reargue the decision. Following the grant of partial summary judgment, a judgment was entered in the office of the Clerk
of the Supreme Court in the amount of $1,082,078.91. Subsequently, Mr. Narain served a restraining notice on the Company and has made
a motion to appoint a receiver to sell Thoughtful Media Group Inc. and NusaTrip Inc. and disburse proceeds to Mr. Narain sufficient to
satisfy the judgment, granting the receiver the right to retain counsel and bankers and to pay them from the proceeds of such sale, or
in the alternative, directing the Company to pay Mr. Narain from the sale of any of its assets to satisfy the judgment and enjoining the
company from diverting those funds to anyone else until the judgment is satisfied. The Company bonded the judgment and therefore the Court
denied the motion without prejudice. In that same Order, the Court denied the Company's motion to reargue Mr. Narain's motion
for partial summary judgment. Finally, the parties recently attempted to mediate their claims before the Appellate Division, First Department,
however such efforts did not result in a settlement. The Company intends to continue to defend Mr. Narain's claims vigorously.

 In the other employment action, brought by Thomas
O'Connor, a former employee, and CVO Advisors Pte. Ltd., involves claims of entitlement to salary payments and expense reimbursement
in the amount of $122,042.60, plus liquidated damages, together with costs. This former employee also made claims based on a failure to
deliver between 1,721 and 2,536 shares of the Company's common stock. For the 1,721 shares of stock which he contends were not delivered,
he alleges damages of $9,918,000. In addition, this action also includes claims by a plaintiff-entity alleging entitlement to $8 million
in shares of the Company's Series A Preferred stock. The Company responded to the complaint and also asserted counterclaims against
the former employee in the proceeding for $1,500,000 to $2,000,000 plus punitive damages, together with costs, arising from, inter alia,
the former employee's breach of contract, breach of fiduciary duty, tortious interference and fraud. The former employee has responded
to the Company's counterclaims and this action is still in the discovery phase of litigation. Thomas O'Connor has filed a
motion to strike the Company's answer and counterclaims or in the alternative precluding Society Pass from offering evidence or
for a Conditional Order for production. Thomas O'Connor has also filed a motion for partial summary judgment on his cause of action
regarding the 1,721 shares of stock that were allegedly not delivered and is seeking the cash value of those shares. The Company has opposed
that motion, and the motion is sub judice. In addition, the Company has appealed the grant of the motion on liability and Mr. O'Connor
has appealed the denial of the motion on the damages portion. The Company filed a Notice of Appeal with respect to same. In addition,
Mr. O'Connor had filed a motion to restrain and enjoin the company from transferring or otherwise disposing any of its assets, including
but not limited to extraordinary cash or equity/option payouts to its directors and officers and from transferring or otherwise disposing
any of its operating assets, including but not limited to Thoughtful Media Group Inc., NusaTrip Inc., and any other of the Company's
majority owned corporate subsidiaries. The motion was denied, but granted in part to the extent that the Company must promptly inform
Mr. O'Connor of any agreement(s) to sell its subsidiaries. The Court also scheduled a valuation hearing for the shares granted in
Mr. O'Connor's motion for summary judgment which will take place on May 29 and 30 of 2024. Mr. O'Connor has made a motion
in limine to preclude the Company's expert from testifying at such valuation hearing, which motion the Company intends to oppose
vigorously.

 The third case was brought by the Company against
former employees Mr. Narain and Mr. O'Connor, in addition to two companies they started, operating under the name Growth Hero. The
Company commenced this action on May 18, 2023. The Company alleges, inter alia, that Narain, O'Connor, and Growth Hero misappropriated
the Company's intellectual property and alleges other related torts pertaining to the business conducted by Growth Hero. The Company
brought claims sounding in breach of contract, breach of the implied covenant of good faith and fair dealing, misappropriation of trade
secrets, unfair competition, breach of fiduciary duties, violation of the Stored Communication Act, and for a permanent injunction. The
Company seeks damages in an amount to be determined at trial. The Company has filed a motion to extend the time to service of process
on Mr. O'Connor and the corporate entities and for leave to serve them via email, and has also initiated a Hague Convention application
for international service upon them. The motion was granted to the extent that the Company's time to serve Mr. O'Connor has
been extended, without prejudice to renew. Rahul Narain has been served with process and has made a motion to dismiss the claims against
him. The Company has submitted an opposition to this motion. The motion was granted due to the Court's opinion that the claims set
forth against Mr. Narain in this case were the same as the counterclaims asserted against Mr. Narain in his lawsuit against the Company.

 The fourth case is a Petition to Confirm Arbitration
Award filed by Yeah1 Group Corporation against Thoughtful (Thailand) Co., Ltd.; Adactive Media CA, Inc.; and others, seeking in excess
of $705,537 for damages issued in a final arbitration award. The matter was filed on November 26, 2024, in the United States District
Court, Central District of California, Case No. 2:24-cv-10254. The case is in initial stages and a responsive pleading to the petition
is due by March 27, 2025. No Scheduling Order has been filed. Management received the Final Award from a corporate representative of one
of the respondents of the Underlying Arbitration, in September 2024, and determined to record the judgement as liabilities of the Company,
even though no judgment enforcement or collection procedure has been initiated in California or in Thailand.

 The Company disputes
each claim in the above referenced matters and intends to defend the pending actions noted above. The ultimate outcome of any damages
that may become payable if its defence is unsuccessful in whole or in part is not probable nor estimable at this time. While the Company
feels confident in its defence of these pending matters, there can be no assurance that it will prevail and that any damages that may
be awarded will not be material to the results of operations or financial condition of the Company.

 The Company does not believe any of the foregoing
actions will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results.

 Item 4. Mine Safety Disclosures

 Not applicable.

 Item 5. Market for Registrant's Common
Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Market Information

 Our common stock is trading on the Nasdaq Capital
Market under the symbol "SOPA."

 Holders

 As of March 31, 2025, there were 113 stockholders
of record of our common stock. Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders,
this number is not representative of the total number of beneficial owners of our stock.

 Dividends

 We have never declared or paid any cash dividend
on our common stock. We intend to retain any future earnings to finance the operation and expansion of our business and fund our share
repurchase program, and we do not expect to pay cash dividends in the foreseeable future.

 Recent Sales of Unregistered Securities

 None.

 Issuer Purchases of Equity Securities

 The Company did not repurchase any of its equity
securities during the fourth quarter ended December 31, 2024.

 Item 6. [Reserved]

 Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations.

 The following discussion and analysis provide
information which we believe is relevant to an assessment and understanding of our audited consolidated results of operations and financial
condition. You should read the following discussion and analysis of our financial condition and results of operations together with our
condensed consolidated financial statements and related notes thereto included elsewhere in this Annual Report on Form 10-K. This discussion
contains forward-looking statements that involve risks and uncertainties. For a complete discussion
of forward-looking statements, see the section in this report entitled "Forward-Looking Statements." Certain risk factors
may cause our actual results, performance or achievements to differ materially from those expressed or implied by the following discussion.
For a discussion of such risk factors, see the sections in this report entitled "Risk Factors" and "Forward-Looking
Statements". Our historical results are not necessarily indicative of the results that may be expected for any period in
the future.

 Overview

 We are, through the acquisition
and operation of e-commerce platforms and mobile applications through our direct and indirect wholly or majority-owned subsidiaries, building
the next generation digital ecosystem and loyalty platform in Southeast Asia ("SEA") primarily Singapore, Thailand, Indonesia,
Vietnam and the Philippines.

 The companies by the
Company form the Society Pass Group (the "Group"). The Group currently markets to both consumers and merchants in SEA while
maintaining an administrative headquarters in Singapore and a software development center in the Philippines. We continue to expand our
e-commerce ecosystem throughout the rest of SEA by making selective acquisitions of leading e-commerce companies and applications with
particular focuses on Vietnam, Thailand, Indonesia and Philippines of SEA. Material acquisitions include:

 In February 2021, we acquired an online lifestyle platform of Leflair branded assets (the "Leflair Assets").

 In February 2022, we acquired NREI and Dream Space in February 2022 which operate the food delivery companies Pushkart in the Philippines and Handycart in Vietnam, respectively.

 In May 2022, we acquired Gorilla Net and Gorilla Mobile in May 2022.

 In July 2022, through our wholly owned subsidiary, New Retail Experience Incorporated, we acquired Mangan PH Food Delivery Services Corp., a corporation registered in Philippines;

 In July 2022, through our wholly owned subsidiary, Thoughtful Media Group Incorporated, a Nevada corporation, we acquired a digital marketing company with significant operations in Thailand and the United States.

 In August 2022, we acquired entities that give us ownership of the Nusatrip travel services marketing platform.

 In April, 2023, through our 100% owned subsidiary Thoughtful Media Group Inc and Adactive Media CA Inc acquired 100% of outstanding capital stock of PT Thoughtful Media Group Indonesia (Formerly known as PT Wahana Cerita Indonesia), an Indonesia-based company operating digital marketing and event organizing.

 In April, 2023, through our 99% owned subsidiary Nusatrip International Pte. Ltd. acquired 100% of the outstanding capital stock of Mekong Leisure Travel Company Limited (changed business nature from Join Stock Company), a Vietnam-based travel agency.

 In July, 2023, through our 99% owned subsidiary Mekong Leisure Travel Company Limited acquired 100% of the outstanding capital stock of Vietnam International Travel and Service Joint Stock Company, a Vietnam-based travel agency.

 We operate certain verticals
in SEA: loyalty, lifestyle, telecommunications, digital media, and travel as we try to create the next generation digital ecosystem and
loyalty platform.

 Loyalty

 The Company spent over
two years building a cutting edge, proprietary IT architecture to effectively scale and support our ecosystem's companies, consumers
and merchants. Using our loyalty platform, consumers may earn, and merchants may issue, Society Points. The Company will aggregate the
data across various touch points and build a realistic view or consumer behavior and use this behavior to increase sales across our ecosystem
by: cross-pollinating acquired companies with other existing verticals, customer re-targeting, offline and online behavior prediction
and cross promotions and loyalty points. The Company ecosystem becomes a key enabler for our users by converting this aggregation of data
into creation of loyalty for our ecosystem companies to generate revenue.

 Lifestyle

 The Company has an online
lifestyle platform to enable the consumers to purchase high-end brands of all categories under its own brand name of "Leflair".
Under the deployment of the Company's smart search engine, consumers search or review their favorite brands among hundreds of choices
in Apparel, Bags & Shoes, Accessories, Health & Beauty, Home & Lifestyle, International, Women, Men and Kids & Babies
categories. The platform also allows consumers to order from hundreds of vendor choices with personalized promotions based on purchase
history and location. The platform has also partnered up with a Vietnam-based delivery company, Amilo, to offer seamless delivery of product
from merchant to consumer's home or office at the touch of a button. Consumers can place orders for delivery or collect at the Company's
logistics center.

 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 248 YouTube channels has onboarded over 251 million subscribers with an average monthly viewership of over 600 million views.

 Telecommunications

 The Company also has
online telecommunication reseller platform operating under brand name of "Gorilla" to enable the consumers to subscribe local
mobile data and overseas internet data in different subscription package. Established in Singapore in 2019, Gorilla utilizes Web3 technology
to operate a MVNO for its users in Southeast Asia. With network coverage to over 160 countries, Gorilla offers a full suite of mobile
communication services such as local calls, international roaming, data, and SMS texting. More importantly, Gorilla enables its customers
to convert unused mobile data into digital assets or Gorilla GO Tokens through its innovative proprietary blockchain-based SwitchBack
feature. Gorilla GO Tokens in turn can be redeemed for eVouchers, to offset future bills, or be redeemed for other value-added services.

 Travel

 The Company purchased Nusatrip Group, a leading
Jakarta-based Online Travel Agency ("OTA") in Indonesia and across SEA. The Nusatrip acquisition extended SoPa's
business reach into SEA regional travel industry and marked the Company's first foray into Indonesia. 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.

 Our loyalty-focused and
data-driven e-commerce marketing platform interfaces connect consumers with merchants in the lifestyle sectors, assisting local brick-and-mortar
businesses to access new customers and markets to thrive in an increasingly convenience-driven economy. Our Platform integrates with both
global and country-specific search engines and applications and accepts international address and phone number data, providing a consumer
experience that respects local languages, address formats and customs. Our Strategic Partners (as defined below) work with us to penetrate
local markets, while our Platform allows effortless integration with existing technological applications and websites.

 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.

 Global
Events

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

 Software and Development

 Our ability to compete
depends in large part on our continuous commitment to research and development, our ability to rapidly introduce new features and functionality
and our ability to improve proven applications for established markets in which we have competitive advantages. We intend to work closely
with our customers to continuously enhance the performance, functionality, usability, reliability and flexibility of our applications.

 Our software and development
team are responsible for the design enhancements, development, testing and certification of the Application. In addition, we may, in the
future, utilize third parties for our automated testing, managed upgrades, software development and other technology services.

 Intellectual Property
Portfolio

 We strive to protect
and enhance the proprietary technology and inventions that are commercially important to our business, including seeking, maintaining
and defending patent rights. Our policy is to seek to protect our proprietary position through a combination of intellectual property
rights, including trademarks, copyrights, trade secret laws and internal procedures. Our commercial success will depend in part on our
ability to protect our intellectual property and proprietary technologies.

 Financial Condition

 Results of Operations

 The following table sets forth certain operational
data for the years ended December 31, 2024 and 2023:

 YEARS ENDED
 DECEMBER 31,

 2024

 2023

 Revenue, net

 $

 $

 Cost of revenue

 (5,242,616
)

 (5,701,645
)

 Gross income

 1,862,914

 2,469,990

 Less operating expenses:

 Sales and marketing expenses

 (341,461
)

 (577,931
)

 (54,644
)

 (55,645
)

 General and administrative expenses

 (10,788,141
)

 (19,796,832
)

 Total operating expenses

 (11,184,246
)

 (20,430,408
)

 Loss from operations

 (9,321,332
)

 (17,960,418
)

 Other income (expense):

 JV income

 —

 7,638

 Gain from early lease termination

 —

 1,064

 Gain on disposal of plant and equipment

 1,438

 Impairment loss on goodwill

 (6,348
)

 —

 Impairment loss on intangible assets

 (135,000
)

 (276,000
)

 Interest income

 13,447

 160,702

 Interest expense

 (152,144
)

 (235
)

 Loss on disposal of a subsidiary

 (75
)

 —

 Provision for loss on litigation settlement

 (818,352
)

 —

 43,835

 192,716

 (75,894
)

 (386,160
)

 Other income

 294,900

 185,652

 Net total other expense

 (835,426
)

 (113,185
)

 Loss before income taxes

 (10,156,758
)

 (18,073,603
)

 Income taxes

 (80,539
)

 (25,315
)

 NET LOSS

 $
 (10,237,297
)

 $
 (18,098,918
)

 Revenue. For the years ended December 31,
2024 and 2023, we generated revenue of $7,105,530 and $8,171,635 respectively. The revenue decreased $1,066,105 mainly from the sales
of online ticketing and reservation of $721,783 and online ordering of $477,316.

 Revenue by business segment. For the years
ended December 31, 2024 and 2023, digital marketing generated revenue of $6,173,970 and $5,966,611 respectively, online ticketing and
reservations generate revenue of $885,017 and $1,606,800 respectively, online ordering including e-commerce and online F&B and groceries
delivery generated revenue of $34,808 and $512,124 respectively, software subscription including POS Merchant and online hotel service
software generated revenue of $6,837 and $62,082 respectively, and telecommunication reseller generated revenue of $4,898 and $24,018
respectively. Digital marketing and online ticketing and reservations increased as results of business expansion. Online ticketing and
reservation, ordering including e-commerce and online F&B and groceries delivery decreased as a result of stronger competition from
big market players and mature of direct online platform from various sellers.

 Revenue by geographic segment. From the
year ended December 31, 2023 to December 31, 2024, United States revenue decreased from $3,936,733 to $3,506,052 and Thailand revenue
increased from $1,083,080 to $1,463,055 both from digital marketing segment. Indonesia revenue decreased from $1,235,834 to $892,210 from
online ticketing and reservation business segment. Vietnam revenue decreased from $1,256,972 to $634,190 mainly due to revenue decreased
in e-Commerce online ordering business segment. The rest of other geographic segment in the Philippines, Singapore and Malaysia has remained
consistent.

 Top Customers Revenue for the years ended December
31, 2024 and 2023

the customers who accounted for 10% or more of the Company's revenues and its outstanding receivable balances at year-end dates,
are presented as follows:

 2024

 Customer

 Revenues

 Percentage of

revenues

 Customer A

 $
 3,506,052

 49.34
 %

 $
 253,373

2023

 Customer

 Revenues

 Percentage of

revenues

 Customer A

 $
 3,936,733

 48.18
 %

 $
 340,424

 The above significant customer is located in the
United States.

 Cost of Revenue. For the years ended December
31, 2024 and 2023, we incurred cost of revenue of $5,242,216 and $5,701,645 respectively. The movement in cost of revenue was in line
with the decrease in each revenue, and with better performance in digital marketing, averaging the lower increase in overall cost of revenue.

 Top Vendors Cost of Revenue for the years ended
December 31, 2024 and 2023

the vendors who accounts for 10% or more of the Company's cost of sales and its outstanding payable balance as at year-end date,
are presented as follows:

 2024

 Vendors

 Purchases

 Percentage of

purchases

payable

 Vendor A

 $
 1,018,846

 19.43
 %

 $
 85,745

 2023

 Vendors

 Purchases

of purchases

payable

 Vendor A

 $
 1,027,237

 18.02
 %

 $
 111,447

 The above significant vendor is located in Thailand.

 Gross Income. For the years ended December
31, 2024 and 2023, we recorded a gross income of $1,862,914 and $2,469,990, respectively. The decrease is due to decreased revenue from
online ticketing and reservation business.

 Sales and Marketing Expenses ("S&M").
For the years ended December 31, 2024 and 2023, we have incurred S&M expenses of $341,461 and $577,931, respectively. The decrease
in S&M is primarily attributable to the decreased in sales activities and the related marketing cost control throughout all business
segments.

 Software Development Cost ("SDC").
For the years ended December 31, 2024 and 2023, we incurred SDC expenses of $54,644 and $55,645, respectively, remained consistent.

 General and Administrative Expenses ("G&A").
For the years ended December 31, 2024 and 2023, we incurred G&A expenses of $10,788,141 and $19,796,832, respectively. The decrease
in G&A is primarily attributable to the decrease in professional costs associated with costs related to business acquisitions, stock-based
compensation for services, D&O insurance costs and staff costs.

 Other (income) expense. Net total other
expenses for the years ended December 31, 2024 and 2023 was $835,426 and $113,185, respectively. The increase was mainly attributed from
provision for loss on litigation settlement of $818,352.

 Income Tax Expense. Our income tax expenses
for the years ended December 31, 2024 and 2023 was $80,539 and $25,315, respectively. The increase was mainly attributed from taxable
income in US and Thailand.

 Net Loss. As a result of the items noted
above, for the year ended December 31, 2024, we incurred a net loss of $10,237,297, as compared to $18,098,918 for the year ended December
31, 2023. The net loss decreases primarily attributable to decrease in general and administrative expenses.

 Liquidity and Capital Resources

 As of December 31, 2024,
we had cash and cash equivalents of $7,630,079, accounts receivable of $1,111,161, deposits, prepayments and other receivables of $5,189,850,
inventories of $157,734 and contract assets of $333,188.

 As of December 31, 2023,
we had cash and cash equivalents of $3,628,670, accounts receivable of $1,338,170, deposits, prepayments and other receivables of $2,207,774,
inventories of $431,483 and contract assets of $247,368.

 While the Company believes that it will be able
to continue to grow the Company's revenue base and control expenditures, there is no assurance it will be able to do so. The Company
continually monitors its cash, capital structure and operating plans and evaluates various potential funding alternatives that may be
needed in order to finance the Company's business development activities, general and administrative expenses and growth strategy.
We expect to continue to rely on cash generated through financing from public offerings or private offerings of our or one or more of
our subsidiaries' securities, to finance our operations and future acquisitions. The Company believes that it has sufficient liquidity
to continue its current business plans and operations for more than one year.

 Year Ended December 31,

 2024

 2023

 Net cash generated by (used in) operating activities

 $
 2,473,495

 $
 (13,908,134
)

 Net cash used in investing activities

 (29,959
)

 (340,246
)

 Net cash provided by (used in) financing activities

 1,476,971

 (785,525
)

 Effect on exchange rate change

 39,490

 (245,449
)

 Net change in cash and cash equivalents*

 3,959,997

 (15,279,354
)

 Cash and cash equivalent* at beginning of year

 19,003,336

 Cash and cash equivalent* at end of year

 $
 7,683,979

 $

 *
 Cash and cash equivalent
in statements of cash flows includes restricted cash

 Net Cash Generated By (Used in) Operating
Activities

 For the year ended December 31, 2024, net cash
generated by operating activities was $2,473,495, which consists of a net loss of $10,237,297, waiver of loan payable of $43,835, deposits,
prepayments and other receivables of $3,185,286, contract assets of $108,580, due to related party of $1,332, and operating lease liabilities
of $483,083, partially offset by bad debts of $102,677, write-off of inventory of $55,112, depreciation and amortization of $651,654,
gain on disposal of plant and equipment of $205, write-off plant and equipment of $75,894, impairment loss on intangible assets of $135,000,
impairment loss on goodwill of $6,348, loss on disposal of subsidiary of $75, stock-based compensation for services of $804,733, deferred
tax assets of $91,508, accounts receivable of $1,208, inventories of $178,936, accounts payables of $1,462,898, accruals and other payables
of $12,207,945, contract liabilities of $277,609, and right of use assets of $481,516.

 For the year ended December 31, 2023, net cash
used in operating activities was $13,908,134, which consists of a net loss of $18,098,918, gain from early lease termination of $1,064,
gain on disposal of plant and equipment $1,438, waiver of loan payable of $192,716, deferred tax assets of $149,858, accounts receivable
of $167,307, contract assets of $227,058, contract liabilities of $260,518, accruals and other payables of $2,522,661 and operating lease
liabilities of $643,043 partially offset by bad debts of $2,189, depreciation and amortization of $1,271,473, write-off of plant and equipment
of $386,160, write-off of intangible assets of $276,000, treasury stock of $145,000, stock-based compensation for services of $3,969,392,
inventories of $550,674, deposits, prepayments and other receivables of $592,899, accounts payables of $412,847, advances to related parties
of $180,305 and right of use assets of $569,508.

 Until we generate cash flows from operations,
we expect to continue to rely on cash generated through financing from public offerings or private offerings by the Company or one or
more of our subsidiaries' securities, however, to finance our operations and future acquisitions.

 Net Cash Used In Investing Activities

 For the year ended December 31, 2024, there was
net cash outflow of $29,959 for purchase of plant and equipment.

 For the year ended December 31, 2023, there was
net cash outflow of $340,246 primarily consisted of purchase of plant and equipment of $219,214, purchase of intangible assets of $143,771,
acquisition of subsidiary of $10,000, partially offset by cash received from business acquisition of $32,739.

 Net Cash Provided by (Used In) Financing Activities

 For the year ended December 31, 2024, net cash
provided by financing activities was $1,476,971, consisting of net cash inflow from resale of treasury stock.

 For the year ended December 31, 2023, net cash
used in financing activities was $785,525, consisting of fund used in share buyback.

 On August 21, 2024, we received a letter from
Nasdaq indicating that, the Company does not presently comply with Nasdaq's Listing Rule 5550(b)(1), which requires that the Company
maintain a minimum of $2.5 million in stockholders' equity, and that the Company also does not meet the alternatives of market value
of listed securities or net income from continuing operations set forth in the Listing Rule. On February 18, 2025, we received written
notice from Nasdaq indicating that based upon the Company's continued non-compliance with Rule 5550(b)(2) which requires that the
Company shall maintain at least $25,000,000 stockholders' equity, the Nasdaq staff has determined to delist the Company's
common stock from the Nasdaq Capital Market effective February 27, 2025 unless the Company timely requests an appeal of this determination
before the Nasdaq Hearings Panel (the "Panel") by February 25, 2025. On April 9, 2025, the Panel issued a decision that granted
the Company's request to continue its listing on Nasdaq based on the information presented. The Panel has determined to grant the
Company's request for an exception until June 30, 2025.

 On December 6, 2024, we received a letter (the
"December 2024 Nasdaq Staff Letter") from The Nasdaq Stock Market LLC ("Nasdaq") indicating that, for the last
thirty (30) consecutive business days, the bid price for the Company's common stock had closed below the minimum $1.00 per share
requirement for continued listing. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period
of 180 calendar days to regain compliance. Since then, the staff of Nasdaq has determined that for the last eleven consecutive business
days, from January 31 through February 14, 2025, the closing bid price for the Company's common stock has been at $1.00 per share
or greater. Accordingly, the Company has regained compliance with Listing Rule 5550(a)(2).

 Critical Accounting Policies and Estimate

 Basis of presentation

 These accompanying consolidated financial statements
have been prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP").

 Emerging Growth Company

 We are an "emerging growth company"
under the JOBS Act. 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.

 Use of estimates and assumptions

 In preparing these consolidated financial statements,
management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues
and expenses during the years reported. 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.

 Basis of consolidation

 The 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.

 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.

 Noncontrolling interest

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

 Segment reporting

 ASC Topic
280, Segment Reporting ("Topic 280") establishes standards for reporting information about operating segments on a basis consistent
with the Company's internal organization structure as well as information about geographical areas, business segments and major
customers in consolidated financial statements. The Company currently operates in six reportable operating segments: (i) Online Grocery
and Food and Groceries Deliveries, (ii) Digital marketing, (iii) Online ticketing and reservation, (iv) Telecommunications Reseller, (v)
e-Commerce, and (vi) Corporate.

 Cash and cash equivalents

 Cash and
cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and
all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. As of December
31, 2024 and 2023, the cash and cash equivalents excluded restricted cash amounted to $7,630,079 and $3,628,670, respectively.

 The Company currently has bank deposits with
financial institutions in the U.S. which exceed FDIC insurance limits. FDIC insurance provides protection for bank deposits up to $250,000,
so there were uninsured balance of $56,430 and $83,152 as of December 31, 2024 and 2023, respectively. In addition, the Company
has uninsured bank deposits of $7,330,486 and $3,262,161 with a financial institution outside the U.S as of December 31, 2024 and
2023, respectively. All uninsured bank deposits are held at high quality credit institutions.

 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 December 31, 2024 and 2023, the
restricted cash amounted to $53,900 and $95,312, respectively.

 Accounts receivable

 Accounts receivables are recorded at the amounts
that are invoiced to customers, do not bear interest, and are due within contractual payment terms, generally 30 to 90-days from completion
of service or the delivery of a product. 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 December 31, 2024 and 2023, there was no need for allowance for doubtful accounts.

 Inventories

 Inventories are stated at the lower of cost or net realizable value,
cost being determined on a first-in-first-out method. Costs include hardware equipment and peripheral costs which are purchased from the
Company's suppliers as merchandized goods. The Company provides inventory allowances based on excess and obsolete inventories determined
principally by customer demand. During the years ended December 31, 2024 and 2023, the Company recorded an allowance for obsolete inventories
of $0 and $0, respectively. The inventories amounted to $157,734 and $431,483 at December 31, 2024 and 2023, respectively.

 Prepaid expenses

 Prepaid
expenses represent payments made in advance for products or services to be received in the future and are amortized to expense on a ratable
basis over the future period to be benefitted by that expense. Since the Company has prepaid expenses categorized as both current and
non-current assets, the benefits associated with the products or services are considered current assets if they are expected to be used
during the next twelve months and are considered non-current assets if they are expected to be used over a period greater than one year.

 Plant and equipment

 Plant and equipment are stated at cost less accumulated
depreciation and accumulated impairment losses, if any. 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

 Office equipment

 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.

 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. Impairment loss of intangible assets of $135,000 and $276,000 have been recognized
for the years ended December 31, 2024 and 2023, respectively.

 Revenue recognition

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.

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).

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

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 year ended December 31, 2024.

 Telecommunications

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  for more information. During the year ended December 31, 2024, the Company
ceased its local mobile data service operation due to business restructuring to refocus on overseas internet data services.

 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:

 1)
 When a customer places an order
on either the Leflair website or app, a sales orders report will be generated in the system. The Company will either fulfill this order
from its inventory or purchase the item from the manufacturer or distributor. 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.

December 31, 2024 and 2023, the Company generated revenue of $34,808 and $414,120, 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.

December 31, 2024 and 2023, the Company generated revenue of $0 and $98,004, respectively, from this stream.

 As a telecommunication reseller we
provide local mobile data and overseas internet data plans under the brand name of "Gorilla," which is a group of company
we acquired in May 2022. 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.

the Company generated revenue of $4,898 and $24,018, respectively, from telecommunications.

 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:

services from customers

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

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.

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.

services from social media platforms ("platform revenue")

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.

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.

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

December 31, 2024 and 2023, the Company generated revenue of $6,173,970 and $5,966,611, 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:

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 canceled 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 canceled ticketing reservations. 100% of the Company's ticketing services revenues were recognized
on a net basis, as an agent, during the years ended December 31, 2023 and 2024.

 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 canceled 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.

the Company generated revenue of $891,854 and $1,616,687, 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 was $333,188 and
$247,368 on December 31, 2024 and 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 $1,426,901 and $1,265,753 on December 31, 2024 and 2023, respectively.

 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 year ended December 31, 2024,
and 2023, software development costs were $54,644 and $55,645, 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.

 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.

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.

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.

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

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.

 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 $341,461 and $577,931 for the years
ended December 31, 2024 and 2023, respectively.

 Product warranties

 The Company's provision for estimated future
warranty costs is based upon the historical relationship of warranty claims to sales. Based upon historical sales trends and warranties
provided by the Company's suppliers, the Company has concluded that no warranty liability is required as of December 31, 2024 and
2023. To date, product allowance and returns have been minimal and, based on its experience, the Company believes that returns of its
products will continue to be minimal, although it looks at this issue every quarter to continue to support its assertion.

 Income tax

adopted the ASC 740 Income Tax provisions, which addresses the determination of whether tax benefits claimed or expected to be claimed
on a tax return should be recorded in the consolidated financial statements. 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 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 years ended December
31, 2024, and 2023.

 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.

 Foreign currencies translation
and transactions

 The reporting currency of the Company is the United
States Dollar ("US$") and the accompanying consolidated financial statements have been expressed in US$s. In addition, the
Company's subsidiary is operating in the Republic of Vietnam, Singapore, India and Philippines and maintains its books and record
in its local currency, Vietnam Dong ("VND"), Singapore Dollar ("SGD"), Indian Rupee ("INR"), Philippines
Pesos ("PHP"), Malaysian Ringgit ("MYR), Thailand Baht ("THB") and Indonesian Rupiah ("IDR"),
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 consolidated statements of changes in shareholder's equity
(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 years ended December 31, 2024 and 2023:

 2024

 2023

 Year-end SGD$:US$ exchange rate

 $
 0.7338

 $
 0.7575

 Year average SGD$:US$ exchange rate

 $
 0.7484

 $
 0.7445

 Translation of amounts from VND into US$ has been
made at the following exchange rates for the years December 31, 2024 and 2023:

 2024

 2023

 Year-end VND$:US$ exchange rate

 $
 0.000039

 $
 0.000041

 Year average VND$:US$ exchange rate

 $
 0.000040

 $
 0.000042

 Translation of amounts from INR into US$ has been
made at the following exchange rates for the years ended December 31, 2024 and 2023:

 2024

 2023

 Year-end INR$:US$ exchange rate

 $
 0.0117

 $
 0.0120

 Year average INR$:US$ exchange rate

 $
 0.0120

 $
 0.0121

 Translation of amounts from PHP into US$ has been
made at the following exchange rates for the years ended December 31, 2024 and 2023:

 2024

 2023

 Year-end PHP:US$ exchange rate

 $
 0.0172

 $
 0.0180

 Year average PHP:US$ exchange rate

 $
 0.0174

 $
 0.0180

 Translation of amounts from THB into US$ has been
made at the following exchange rates for the years ended December 31, 2024 and 2023:

 2024

 2023

 Year-end THB:US$ exchange rate

 $
 0.0291

 $
 0.0290

 Year average THB:US$ exchange rate

 $
 0.0284

 $
 0.0287

 Translation of amounts from MYR into US$ has been
made at the following exchange rates for the years ended December 31, 2024 and 2023:

 2024

 2023

 Year-end MYR:US$ exchange rate

 $
 0.2236

 $
 0.2175

 Year average MYR:US$ exchange rate

 $
 0.2188

 $
 0.2193

 Translation of amounts from IDR into US$ has been
made at the following exchange rates for the years ended December 31, 2024 and 2023:

 2024

 2023

 Year-end IDR:US$ exchange rate

 $
 0.000062

 $
 0.000065

 Year average IDR:US$ exchange rate

 $
 0.000063

 $
 0.000066

 Translation gains and losses that arise from exchange
rate fluctuations from transactions denominated in a currency other than the functional currency are translated, as the case may be, at
the rate on the date of the transaction and included in the results of operations as incurred.

 Comprehensive income

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

 Earning per share

 Basic per share amounts
are calculated using the weighted average shares outstanding during the year, excluding unvested restricted stock units. The Company uses
the treasury stock method to determine the dilutive effect of stock options and other dilutive instruments. 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 years ended December
31, 2024 and 2023, diluted weighted-average common shares outstanding is equal to basic weighted-average common shares, due to the Company's
net loss position. Hence, no common stock equivalents were included in the computation of diluted net loss per share since such inclusion
would have been antidilutive.

 Schedule of computation
of diluted net loss per share:

 2024

 2023

 Net loss attributable to Society Pass Incorporated

 $
 (10,227,278
)

 $
 (18,134,128
)

 Weighted average common shares outstanding – Basic and diluted

 2,962,528

 1,931,474

 Net loss per share – Basic and diluted

 $
 (3.45
)

 $
 (9.39
)

 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:

 2024

 2023

 Options to purchase common stock (a)

 Warrants granted to underwriter

 253,549

 253,549

 Warrants granted with Series C-1 Convertible Preferred Stock

 71,200

 71,200

 Total of common stock equivalents

 454,434

 454,434

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

 Leases

 The Company adopted Topic 842, Leases ("ASC
842") to determine if an arrangement is a lease at inception. 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 December 31, 2024
and 2023, the Company recorded the right of use asset of $751,672 and $1,407,956, respectively.

 Retirement plan costs

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

 Share-based compensation

 The Company follows ASC
Topic 718, Compensation—Stock Compensation ("ASC 718"), which requires the measurement and recognition of compensation
expense for all share-based payment awards (employee and non-employee), at grant-date fair value of the equity instruments that an entity
is obligated to issue. 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
December 31, 2024, those shares issued and stock options granted for service compensation, vest 180 days after the grant date, and therefore
these amounts are thus recognized as expense during the years ended December 31, 2024, and 2023. Stock-based compensation is recorded
in general and administrative expenses within the Consolidated Statements of Operations and Other Comprehensive Loss, with corresponding
credits to common stock and accumulated paid-in capital.

 Warrants

 In connection with certain
financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its preferred and common stock.
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.

 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 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.

 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 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.

 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.

 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 March 2023, the FASB issued ASU No. 01, Leases (Topic 842):
Common Control Arrangements ("ASU 2023-01") that is intended to improve the guidance for applying Topic 842 to arrangements
between entities under common control. This ASU requires all entities (that is, including public companies) to amortize leasehold improvements
associated with common control leases over the useful life to the common control group. The standard will be effective for fiscal years
beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted for both interim and
annual financial statements that have not yet been made available for issuance. If an entity adopts the amendments in an interim period,
it must adopt them as of the beginning of the fiscal year that includes that interim period. Management has evaluated and concluded no
material impact of this to the financial statements.

 In October 2023, the
FASB issued Accounting Standards Updates ("ASU") No. 2023-06, Disclosure Improvements: Codification Amendments in Response
to the SEC's Disclosure Update and Simplification Initiative, which amends the disclosure or presentation requirements related to
various subtopics in the FASB Accounting Standards Codification (the "Codification"). This update will improve disclosure
and presentation requirements of a variety of topics and align the requirements in the FASB codification with the SEC's regulations.
The Company is currently evaluating the potential effect of this ASU on its consolidated financial statements, but does not expect the
impact to be material.

 In November 2023, the FASB issued
ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07
expands disclosures about a public entity's reportable segments and required more enhanced information about a reportable segment's
expenses, interim segment profit or loss, and how a public entity's chief operating decision maker uses reported segment profit
or loss information in assessing segment performance and allocating resources. ASU 2023-07 is effective for fiscal years beginning after
December 15, 2023, including interim periods within those fiscal years. Management has evaluated and concluded no material impact of this
to the financial statements as disclosed in "Segment Information".

 In December 2023, the
FASB issued ASU No. 2023-09, Income Taxes (Topic 720): 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 is currently evaluating the potential impact of the adoption of ASU 2023-09
on its consolidated financial statements.

 In March 2024, the FASB
issued ASU No. 2024-02, which removes references to the Board's concepts statements from the FASB Accounting Standards Codification
(the "Codification" or ASC). The ASU is part of the Board's standing project to make "Codification updates for
technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance,
and other minor improvements." The Company's management does not believe the adoption of ASU 2024-02 will have a material
impact on its consolidated financial statements and disclosures.

 In November 2024, the
FASB issued ASU No. 2024-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic
220-40): Disaggregation of Income Statement Expenses, which requires that an entity disclose, in the notes to financial statements, specified
information about certain costs and expenses. The amendment in the ASU is intended to enhance the transparency and decision usefulness
to better understand the major components of an entity's income statement. The amendments in this Update are effective for annual
reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently
evaluating the impact of the new standard on its consolidated financial statements which is expected to result in enhanced disclosures.

 All other recently issued, but not yet effective,
2024 Accounting Standards Updates are not expected to have an effect on the Company.

 Item 7A. Quantitative and Qualitative Disclosures
About Market Risk.

 As a "Smaller Reporting Company",
this Item and the related disclosure is not required.

 Item 8. Financial Statements and Supplementary
Data.

 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm (Onestop Assurance PAC, PCAOB ID 6732)

 Consolidated Balance Sheets as of December 31, 2024 and 2023

 Consolidated Statements of Operations and Other Comprehensive Loss for the Years ended December 31, 2024 and 2023

 Consolidated Statements of Shareholders' (Deficit) Equity for the Years ended December 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the Years ended December 31, 2024 and 2023

 Notes to Consolidated Financial Statements

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the shareholders and the board of directors
of Society Pass Incorporated

 Opinion on the Financial Statements

 We have audited the consolidated balance sheets
of Society Pass Incorporated and subsidiaries (collectively, the "Company") as of December 31, 2024 and 2023, the related
consolidated statements of operations and other comprehensive loss, consolidated statements of shareholders' equity, and cash flows
for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the "financial
statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company
as of December 31, 2024 and 2023 and the results of its operations and its cash flows for each of the years in the two-year period
ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

 Going Concern Uncertainties

 The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As shown in the financial statements, the Company has suffered a net loss of $10,237,297,
working capital deficit of $8,754,740 and total shareholders' deficit of $2,412,705 as at December 31, 2024 that cast substantial
doubt about its ability to continue as a going concern. Management's plans regarding these matters are also described in Note 2.
The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an
understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 /s/ Onestop Assurance PAC

 We have served as the Company's auditor since 2022.

PCAOB ID 6732

 F- 2

 CONSOLIDATED BALANCE SHEETS

 AS OF DECEMBER 31, 2024 AND 2023

 ASSETS

 Current assets:

 Cash and cash equivalents

 $
 7,630,079

 $
 3,628,670

 Restricted cash

 53,900

 95,312

 Accounts receivable, net

 1,111,161

 1,338,170

 Inventories

 157,734

 431,483

 Contract assets

 333,188

 247,368

 Deposits, prepayments and other receivables

 5,189,850

 2,207,774

 Total current assets

 14,475,912

 7,948,777

 Non-current assets:

 Intangible assets, net

 5,504,047

 6,081,728

 Goodwill

 81,849

 88,197

 Plant and equipment, net

 407,871

 686,658

 Right of use assets, net

 751,672

 1,407,956

 Deferred tax assets

 58,350

 149,858

 Total non-current assets

 6,803,789

 8,414,397

 TOTAL ASSETS

 $
 21,279,701

 $
 16,363,174

 LIABILITIES AND SHAREHOLDERS' DEFICIT

 Current liabilities:

 Accounts payables

 $
 2,997,994

 $
 1,690,651

 Contract liabilities

 1,426,901

 1,265,753

 Accrued liabilities and other payables

 18,323,527

 6,866,169

 Due to related parties

 8,568

 9,900

 Operating lease liabilities

 360,621

 563,276

 Loans

 113,041

 21,313

 Total current liabilities

 23,230,652

 10,417,062

 Non-current liabilities

 Operating lease liabilities

 392,754

 847,950

 Deferred tax liabilities

 69,000

 69,000

 Total non-current liabilities

 461,754

 916,950

 TOTAL LIABILITIES

 23,692,406

 11,334,012

 COMMITMENTS AND CONTINGENCIES

 Convertible preferred shares; $ 0.0001 par value, 5,000,000 shares authorized, 4,766,500 and 4,916,500 shares undesignated as of December 31, 2024 and 2023, respectively

 Series A shares: 10,000 shares designated; 0 and 0 Series A shares issued and outstanding as of December 31, 2024 and 2023, respectively

 —

 —

 Series B shares: 10,000 shares designated; 0 and 0 Series B shares issued and outstanding as of December 31, 2024 and 2023, respectively

 —

 —

 Series B-1 shares: 15,000 shares designated; 0 and 0 Series B-1 shares issued and outstanding as of December 31, 2024 and 2023, respectively

 —

 —

 Series C shares: 15,000 shares designated; 0 and 0 Series C shares issued and outstanding as of December 31, 2024 and 2023, 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 December 31, 2024 and 2023, respectively, net of issuance cost

 —

 —

 SHAREHOLDERS' EQUITY (DEFICIT)

 Series X Super Voting Preferred Stock, $ 0.0001 par value, 153,500 shares designated; 153,500 and 3,500 Series X shares issued and outstanding as of December 31, 2024 and 2023, respectively

 —

 Common shares; $ 0.0001 par value, 6,333,333 shares authorized; 3,718,030 and 2,217,491 shares issued and outstanding as of December 31, 2024 and 2023, respectively

 Subscription receivable

 ( 233,000
)

 —

 Additional paid-in capital

 108,037,513

 105,606,538

 Less: Preferred stock held in treasury, at cost; 150,000 and 0 shares at December 31, 2024 and 2023, respectively

 ( 15
)

 —

 Less: Common shares held in treasury, at cost; 51,902 and 74,107 shares December 31, 2024 and 2023, respectively

 ( 54,928
)

)

 Accumulated other comprehensive income (loss)

 272,917

 ( 242,129
)

 Accumulated deficit

 ( 110,161,683
)

 ( 99,272,691
)

 Total equity (deficit) attributable to Society Pass Incorporated

 ( 2,138,809
)

 5,306,415

 Non-controlling interest

 ( 273,896
)

 ( 277,253
)

 TOTAL SHAREHOLDERS' (DEFICIT) EQUITY

 ( 2,412,705
)

 5,029,162

 TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY

 $
 21,279,701

 $
 16,363,174

 See accompanying notes to consolidated financial
statements.

 F- 3

 CONSOLIDATED STATEMENTS OF OPERATIONS AND

 OTHER COMPREHENSIVE LOSS

 FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 2024

 2023

 Revenue, net

 Sales – online ordering

 $

 $
 512,124

 6,173,970

 5,966,611

 Sales – online ticketing and reservation

 885,017

 1,606,800

 Sales – data

 4,898

 6,837

 62,082

 Total revenue

 Cost of sales:

 Cost of online ordering

 ( 38,905
)

 ( 474,576
)

 Cost of digital marketing

 ( 5,123,662
)

 ( 4,953,510
)

 Cost of data

 ( 50,750
)

 ( 44,750
)

 ( 29,299
)

 ( 228,809
)

 Total cost of revenue

 ( 5,242,616
)

 ( 5,701,645
)

 Gross income

 1,862,914

 2,469,990

 Operating expenses:

 Sales and marketing expenses

 ( 341,461
)

 ( 577,931
)

 ( 54,644
)

 ( 55,645
)

 General and administrative expenses

 ( 10,788,141
)

 ( 19,796,832
)

 Total operating expenses

 ( 11,184,246
)

 ( 20,430,408
)

 Loss from operations

 ( 9,321,332
)

 ( 17,960,418
)

 Other income (expense):

 JV income

 —

 7,638

 Gain on early lease termination

 —

 1,064

 Gain on disposal of plant and equipment

 1,438

 Impairment loss of goodwill

 ( 6,348
)

 —

 Impairment loss of intangible assets

 ( 135,000
)

 ( 276,000
)

 Interest income

 13,447

 160,702

 Interest expense

 ( 152,144
)

 ( 235
)

 Loss on disposal of a subsidiary

 ( 75
)

 —

 Provision for loss on litigation settlement

 ( 818,352
)

 —

 43,835

 192,716

 ( 75,894
)

 ( 386,160
)

 Other income

 294,900

 185,652

 Total other expense, net

 ( 835,426
)

 ( 113,185
)

 Loss before income taxes

 ( 10,156,758
)

 ( 18,073,603
)

 Income taxes

 ( 80,539
)

 ( 25,315
)

 NET LOSS

 ( 10,237,297
)

 ( 18,098,918
)

 NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST

 ( 10,019
)

 35,210

 NET LOSS ATTRIBUTABLE TO SOCIETY PASS INCORPORATED

 $
 ( 10,227,278
)

 $
 ( 18,134,128
)

 Other comprehensive loss:

 Net loss

 ( 10,237,297
)

 ( 18,098,918
)

 Foreign currency translation adjustment

 528,422

 ( 274,604
)

 COMPREHENSIVE LOSS

 $
 ( 9,708,875
)

 $
 ( 18,373,522
)

 Net (loss) income attributable to non-controlling interest

 ( 10,019
)

 35,210

 Foreign currency translation adjustment attributable to non-controlling interest

 13,376

 24,052

 Comprehensive loss attributable to Society Pass Incorporated

 $
 ( 9,712,232
)

 $
 ( 18,432,784
)

 Net loss per share attributable to Society Pass Incorporated:

 – Basic

 $
 ( 3.45
)

 $
 ( 9.39
)

 – Diluted

 $
 ( 3.45
)

 $
 ( 9.39
)

 Weighted average common shares outstanding

 – Basic

 2,962,528

 1,931,474

 – Diluted

 2,962,528

 1,931,474

 See accompanying notes to consolidated financial
statements.

 F- 4

 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS'
DEFICIT

 FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 Year
ended December 31, 2024

 Preferred
 Stock

 Common
 Stock

 Treasury Stock

 Accumulated
 other

 Non-

 Total

 Subscription

 Additional
 Paid in Capital

 comprehensive
 income

 Accumulated
 deficits

 controlling
 interest

 Stockholders'
 Deficit

 Balances
 at January 1, 2024

 3,500

 $
 —

 2,217,491

 $

 74,107

 $
)

 $
 —

 105,606,538

 $
 ( 242,129
)

 $
 ( 99,272,691
)

 $
 ( 277,253
)

 $
 5,029,162

 issued for services

 —

 —

 133,333

 —

 —

 —

 329,987

 —

 —

 —

 330,000

 issued for accrued salaries

 —

 —

 197,507

 —

 —

 —

 291,380

 —

 —

 —

 291,400

 Share
 issued for director's fee

 —

 —

 77,588

 —

 —

 —

 183,325

 —

 —

 —

 183,333

 issued to acquire subsidiary

 —

 —

 24,631

 —

 —

 —

 75,000

 —

 —

 —

 75,002

 issued for cost of issuance

 150,000

 —

 —

 —

 —

 —

 —

 —

 —

 —

 Cancellation
 of preferred shares

 —

 —

 —

 —

 150,000

 ( 15
)

 —

 —

 —

 —

 —

 ( 15
)

 issued for private placements

 —

 —

 300,000

 —

 —

 ( 283,000
)

 482,970

 —

 —

 —

 200,000

 Received
 from private funding

 —

 —

 —

 —

 —

 —

 50,000

 —

 —

 —

 —

 50,000

 Share
 issued for treasury stock

 —

 —

 696,667

 —

 —

 —

 1,068,320

 —

 —

 —

 1,068,390

 Sale
 of treasury stock

 —

 —

 —

 —

 ( 718,872
)

 1,798,987

 —

 —

 —

 ( 661,714
)

 —

 1,137,273

 Fractional
 shares

 —

 —

 70,813

 —

 —

 —

 ( 7
)

 —

 —

 —

 —

 repurchase during the period

 —

 —

 —

 —

 696,667

 ( 1,068,390
)

 —

 —

 —

 —

 —

 ( 1,068,390
)

 Foreign
 currency translation adjustment

 —

 —

 —

 —

 —

 —

 —

 —

 515,046

 —

 13,376

 528,422

 Net
 loss for the year

 —

 —

 —

 —

 —

 —

 —

 —

 —

 ( 10,227,278
)

 ( 10,019
)

 ( 10,237,297
)

 Balances
 at December 31, 2024

 153,500

 $

 3,718,030

 $

 201,902

 $
 ( 54,943
)

 $
 ( 233,000
)

 108,037,513

 $
 272,917

 $
 ( 110,161,683
)

 $
 ( 273,896
)

 $
 ( 2,412,705
)

 Year
ended December 31, 2023

 Preferred
 Stock

 Common
 Stock

 Treasury Stock

 Accumulated
 other

 Non-

 Total

 Additional
 Paid in Capital

 comprehensive
 income

 Accumulated
 deficits

 controlling
 interest

 Stockholders'
 Equity

 Balances
 at January 1, 2023

 3,500

 $
 —

 1,805,523

 $

 —

 $
 —

 $
 101,429,687

 $
 56,527

 $
 ( 81,138,563
)

 $
 ( 336,515
)

 $
 20,011,317

 issued for services

 —

 —

 213,072

 —

 —

 1,985,738

 —

 —

 —

 1,985,759

 issued for accrued salaries

 —

 —

 52,230

 —

 —

 490,167

 —

 —

 —

 490,173

 issued upon the exercise options

 —

 —

 52,229

 —

 —

 1,226,788

 —

 —

 —

 1,226,793

 Share
 issued for director's fee

 —

 —

 49,250

 —

 —

 266,662

 —

 —

 —

 266,667

 issued to acquire subsidiary

 —

 —

 11,854

 —

 —

 62,499

 —

 —

 —

 62,500

 Share
 issued for treasury stock

 —

 —

 33,333

 —

 —

 144,997

 —

 —

 —

 145,000

 repurchase during the period

 —

 —

 —

 —

 74,107

)

 —

 —

 —

 —

)

 Foreign
 currency translation adjustment

 —

 —

 —

 —

 —

 —

 —

 ( 298,656
)

 —

 24,052

 ( 274,604
)

 Net
 loss for the year

 —

 —

 —

 —

 —

 —

 —

 —

 ( 18,134,128
)

 35,210

 ( 18,098,918
)

 Balances
 at December 31, 2023

 3,500

 $
 —

 2,217,491

 $

 74,107

 $
)

 $
 105,606,538

 $
 ( 242,129
)

 $
 ( 99,272,691
)

 $
 ( 277,253
)

 $
 5,029,162

 See accompanying
notes to consolidated financial statements.

 F- 5

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 2024

 2023

 Cash flows from operating activities:

 Net loss

 $
 ( 10,237,297
)

 $
 ( 18,098,918
)

 Adjustments to reconcile net loss to net cash used in operating activities

 Bad debts

 102,677

 2,189

 Write-off of inventory

 55,112

 —

 Depreciation and amortization

 651,654

 1,271,473

 Gain from early lease termination

 —

 ( 1,064
)

 Gain on disposal of plant and equipment

 ( 205
)

 ( 1,438
)

 75,894

 386,160

 Impairment loss of intangible assets

 135,000

 276,000

 Impairment loss of goodwill

 6,348

 —

 Loss on disposal of a subsidiary

 —

 ( 43,835
)

 ( 192,716
)

 Treasury stock

 —

 145,000

 Stock based compensation for services

 804,733

 3,969,392

 Deferred tax assets

 91,508

 ( 149,858
)

 Change in operating assets and liabilities:

 Accounts receivable

 1,208

 ( 167,307
)

 Inventories

 178,936

 550,674

 Deposits, prepayments and other receivables

 ( 3,185,286
)

 592,899

 Contract assets

 ( 108,580
)

 ( 227,058
)

 Contract liabilities

 277,609

 ( 260,518
)

 Accounts payables

 1,462,898

 412,847

 Accrued liabilities and other payables

 12,207,945

 ( 2,522,661
)

 Due to related parties

 ( 1,332
)

 180,305

 Right of use assets

 481,516

 569,508

 Operating lease liabilities

 ( 483,083
)

 ( 643,043
)

 Net cash provided by (used in) operating activities

 2,473,495

 ( 13,908,134
)

 Cash flows from investing activities:

 Purchase of intangible assets

 —

 ( 143,771
)

 Purchase of plant, and equipment

 ( 29,959
)

 ( 219,214
)

 Purchase of subsidiary

 —

 ( 10,000
)

 Cash from purchase of subsidiary and business operation

 —

 32,739

 Net cash used in investing activities

 ( 29,959
)

 ( 340,246
)

 Cash flows from financing activities:

 Proceeds from private placements

 250,000

 —

 Proceeds from loans

 885,020

 —

 Repayment of loans

 ( 795,322
)

 —

 Repurchase of common share

 —

)

 Proceed from the sale of treasury stock

 1,137,273

 —

 Net cash provided by (used in) financing activities

 1,476,971

)

 Effect on exchange rate change on cash and cash equivalents

 39,490

 ( 245,449
)

 NET CHANGE IN CASH AND CASH EQUIVALENTS

 3,959,997

 ( 15,279,354
)

 CASH AND CASH EQUIVALENT AT BEGINNING OF YEAR

 19,003,336

 CASH AND CASH EQUIVALENT AT END OF YEAR

 $
 7,683,979

 $

 Supplemental disclosure of cash flow information:

 Cash paid for interest

 $
 151,524

 $

 Cash paid for income tax

 $
 40,065

 $
 7,225

 Reconciliation to amounts on audited consolidated balance sheets:

 Cash and cash equivalents

 7,630,079

 3,628,670

 Restricted cash

 53,900

 95,312

 Total cash, cash equivalents and restricted cash

 7,683,979

 NON-CASH INVESTING AND FINANCING ACTIVITIES

 Shares issued to acquire subsidiary

 $
 —

 $
 62,500

 See accompanying notes to consolidated financial
statements.

 F- 6

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 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 2024, 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 April 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.

 F- 7

 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

 %

 SOPA Cognitive Analytics Private Limited

 India

February 5, 2019

 Computer sciences consultancy and data analytics

 INR 1,238,470

 %

 SOPA Technology Pte. Ltd.

 Singapore,

June 4, 2019

 SGD 1,250,000

 %

 SOPA Technology Company Limited

October 1, 2019

 Software production

 Registered: VND 2,307,300,000;

Paid up: VND 1,034,029,911

 %

 Thoughtful Media (Singapore) Pte. Ltd. (FKA: Hottab Pte Ltd. (HPL))

January 17, 2015

 SGD 620,287.75

 %

 Hottab Vietnam Co. Ltd

April 17, 2015

 Sale of POS hardware and software

 VND 1,000,000,000

 %

 Thoughtful Media Group Co. Ltd (FKA: Hottab Asset Company Limited)

July 25, 2019

 VND 5,000,000,000

 %

 Nextgen Retail Inc (FKA: Leflair Incorporated)

December 7, 2021

 US$1

 %

 Thoughtful Media (Philippines) Incorporated (FKA: SOPA (Phil) Incorporated)

Jan 11, 2022

 PHP 11,000,000

 %

 New Retail Experience Incorporated

Jan 16, 2020

 On-line Grocery delivery platform

 PHP 3,750,000

 %

 Dream Space Trading Co. Ltd

May 23, 2018

 On-line Grocery and food delivery platform

 VND 500,000,000

 %

 Push Delivery Pte Ltd

January 7, 2022

 US$2,000

 %

 Gorilla Networks Pte. Ltd.

September 3, 2019

 US$2,620,000 and SGD 730,000

 %

 Gorilla Mobile Singapore Pte. Ltd.

August 6, 2020

 Telecommunications resellers

 SGD 100

 %

 Gorilla Networks (VN) LLC

December 16, 2020

 Telecommunications resellers

 VND 233,000,000

 %

 Thoughtful Media Group Incorporated

June 28,2022

 US$10

 %

 Thoughtful (Thailand) Co. Ltd

September 2, 2014

 THB 4,000,000

 99.75
 %

 AdActive Media CA Inc.

April 12, 2010

 Preferred: US$1,929.1938

Common: US$4,032.7871

 %

 PT Tunas Sukses Mandiri

February 8, 2010

 IDR 26,000,000

 %

 Nusatrip Malaysia Sdn Bhd

 Malaysia

March 1, 2017

 MYR 52,000

 %

 Nusatrip Singapore Pte Ltd

December 6, 2016

 SGD 212,206

 %

 Nusatrip International Pte Ltd

January 9, 2015

 SGD 905,006.51

 %

 PT Thoughtful Media Group Indonesia (FKA: PT Wahana Cerita Indonesia)

January 14, 2022

 Digital marketing and event organizer

 IDR 51,000,000

 %

 Mekong Leisure Travel Company Limited

October 6, 2011

 Online ticketing, reservation and system

 VND 875,460,000

 %

 Vietnam International Travel and Service Joint Stock Company

November 16, 2012

 Ticketing

 VND 1,900,000,000

 %

 Sopa Incorporated

 Unites States

May 22, 2023

 Common: US$0.10

 %

 Nusatrip Incorporated

May 22,2023

 Common: US$0.10

 %

 Thoughtful Media (Malaysia) Sdn Bhd

 Malaysia
 October 18, 2023

 MYR 1,000

 %

 F- 8

 The Company and its subsidiaries are hereinafter
referred to as (the "Company").

 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 remain 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.

 NOTE 2 GOING
CONCERN AND LIQUIDITY

 The accompanying 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
a net loss of $ 10,237,297, working capital deficit of $ 8,754,740 and total shareholders' deficit of $ 2,412,705 as of December 31,
2024 that cast 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 $ 7,630,079.

 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.

 Management is actively
seeking external financing to support ongoing operations and is evaluating strategic funding alternatives

 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, Iran-Pakistan tension and the supply chain disruption have not affected any specific segment of our business.

 F- 9

 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 consolidated
financial statements and notes.

 Basis of presentation

 These accompanying consolidated financial statements
have been prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP").

 Emerging Growth Company

 We are an "emerging growth company"
under the JOBS Act. 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.

 Use of estimates and assumptions

 In preparing these consolidated financial statements, management makes
estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during
the years reported. 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, revenue recognition, the allocation of purchase consideration in business combinations, and deferred tax assets
and the related valuation allowance.

 Basis of consolidation

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

 Business combination

 The Company follows Accounting Standards Codification
("ASC") ASC Topic 805, Business Combinations ("ASC 805") and ASC Topic 810, Consolidation ("ASC
810"). 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.

 Noncontrolling interest

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

 Segment reporting

 ASC Topic
280, Segment Reporting ("Topic 280") establishes standards for reporting information about operating segments on a basis consistent
with the Company's internal organization structure as well as information about geographical areas, business segments and major
customers in consolidated financial statements. The Company 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.

 F- 10

 Cash and cash equivalents

 Cash and
cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and
all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. As of December
31, 2024 and 2023, the cash and cash equivalents excluded restricted cash amounted to $ 7,630,079 and $ 3,628,670, respectively.

 The Company currently has bank
deposits with financial institutions in the U.S. which exceed FDIC insurance limits. FDIC insurance provides protection for bank deposits
up to $ 250,000, so there were uninsured balance of $ 56,430 and
$ 83,152 as of December 31, 2024 and 2023, respectively. In addition, the Company has uninsured bank deposits of $ 7,330,486 and $ 3,262,161 with
a financial institution outside the U.S as of December 31, 2024 and 2023, respectively. All uninsured bank deposits are held at high quality
credit institutions.

 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 December 31, 2024 and 2023, the
restricted cash amounted to $ 53,900 and $ 95,312, respectively.

 Accounts receivable

 Accounts receivables are recorded at the amounts
that are invoiced to customers, do not bear interest, and are due within contractual payment terms, generally 30 to 90-days from completion
of service or the delivery of a product. 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 December 31, 2024 and 2023, there was no need for allowance for doubtful accounts.

 Inventories

 Inventories are stated at the lower of cost or net realizable value,
cost being determined on a first-in-first-out method. Costs include hardware equipment and peripheral costs which are purchased from the
Company's suppliers as merchandized goods. The Company provides inventory allowances based on excess and obsolete inventories determined
principally by customer demand. During the years ended December 31, 2024 and 2023, the Company recorded an allowance for obsolete inventories
of $ 0 and $ 0, respectively. The inventories amounted to $ 157,734 and $ 431,483 at December 31, 2024 and 2023, respectively.

 Prepaid expenses

 Prepaid
expenses represent payments made in advance for products or services to be received in the future and are amortized to expense on a ratable
basis over the future period to be benefitted by that expense. 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.

 F- 11

 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

 Office equipment

 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.

 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

 Estimated Useful life

 Software platform

 2.5 years

 Apps development

 Computer software

 Software system

 Intellectual technology

 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. Impairment loss of intangible assets of $ 135,000 and $ 276,000 have been recognized for the years ended December 31,
2024 and 2023, respectively.

 F- 12

 Revenue recognition

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), travel 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).

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

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 year ended December 31, 2024.

 Telecommunications

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  for more information. During the year ended December 31, 2024, the Company
ceased its local mobile data service operation due to business restructuring to refocus on overseas internet data services.

 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
248 YouTube channels has onboarded over 251 million subscribers with an average monthly viewership of over 600 million views.

 F- 13

 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:

 1)
 When a customer places an order
on either the Leflair website or app, a sales orders report will be generated in the system. The Company will either fulfill this order
from its inventory or purchase the item from the manufacturer or distributor. 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.

December 31, 2024 and 2023, the Company generated revenue of $ 34,808 and $ 414,120, 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.

December 31, 2024 and 2023, the Company generated revenue of $ 0 and $ 98,004, respectively, from this stream.

 As a telecommunication reseller we
provide local mobile data and overseas internet data plans under the brand name of "Gorilla," which is a group of company
we acquired in May 2022. 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.

 F- 14

 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.

the Company generated revenue of $ 4,898 and $ 24,018, respectively, from telecommunications.

 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:

services from customers

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

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.

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.

services from social media platforms ("platform revenue")

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.

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.

 F- 15

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

December 31, 2024 and 2023, the Company generated revenue of $ 6,173,970 and $ 5,966,611, 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:

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 canceled 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 canceled ticketing reservations. 100 % of the Company's ticketing services revenues were recognized
on a net basis, as an agent, during the years ended December 31, 2023 and 2024.

 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 canceled 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.

 F- 16

the Company generated revenue of $ 891,854 and $ 1,616,687, 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 was $ 333,188 and
$ 247,368 on December 31, 2024 and 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 $ 1,426,901 and $ 1,265,753 on December 31, 2024 and 2023, respectively.

 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 year ended December 31, 2024,
and 2023, software development costs were $ 54,644 and $ 55,645, 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.

 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.

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.

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.

 F- 17

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

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.

 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 $ 341,461 and $ 577,931 for the years
ended December 31, 2024 and 2023, respectively.

 Product warranties

 he 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 December 31, 2024 and
2023. To date, product allowance and returns have been minimal and, based on its experience, the Company believes that returns of its
products will continue to be minimal, although it looks at this issue every quarter to continue to support its assertion.

 Income tax

adopted the ASC 740 Income Tax provisions, which addresses the determination of whether tax benefits claimed or expected to be claimed
on a tax return should be recorded in the consolidated financial statements. 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 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 years ended December
31, 2024, and 2023.

 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.

 Foreign currencies translation
and transactions

 The reporting currency of the Company is the United
States Dollar ("US$") and the accompanying consolidated financial statements have been expressed in US$s. In addition, the
Company's subsidiary is operating in the Republic of Vietnam, Singapore, India and Philippines and maintains its books and record
in its local currency, Vietnam Dong ("VND"), Singapore Dollar ("SGD"), Indian Rupee ("INR"), Philippines
Pesos ("PHP"), Malaysian Ringgit ("MYR), Thailand Baht ("THB") and Indonesian Rupiah ("IDR"),
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 consolidated statements of changes in shareholder's equity
(deficit).

 F- 18

 Schedule of Foreign currencies translation and
transactions:

 Translation of amounts from SGD into US$ has been
made at the following exchange rates for the years ended December 31, 2024 and 2023:

 2024

 2023

 Year-end SGD$:US$ exchange rate

 $
 0.7338

 $
 0.7575

 Year average SGD$:US$ exchange rate

 $
 0.7484

 $
 0.7445

 Translation of amounts from VND into US$ has been
made at the following exchange rates for the years December 31, 2024 and 2023:

 2024

 2023

 Year-end VND$:US$ exchange rate

 $
 0.000039

 $
 0.000041

 Year average VND$:US$ exchange rate

 $
 0.000040

 $
 0.000042

 Translation of amounts from INR into US$ has been
made at the following exchange rates for the years ended December 31, 2024 and 2023:

 2024

 2023

 Year-end INR$:US$ exchange rate

 $
 0.0117

 $
 0.0120

 Year average INR$:US$ exchange rate

 $
 0.0120

 $
 0.0121

 Translation of amounts from PHP into US$ has been
made at the following exchange rates for the years ended December 31, 2024 and 2023:

2024

2023

 Year-end PHP:US$ exchange rate

 $
 0.0172

 $
 0.0180

 Year average PHP:US$ exchange rate

 $
 0.0174

 $
 0.0180

 Translation of amounts from THB into US$ has been
made at the following exchange rates for the years ended December 31, 2024 and 2023:

2024

2023

 Year-end THB:US$ exchange rate

 $
 0.0291

 $
 0.0290

 Year average THB:US$ exchange rate

 $
 0.0284

 $
 0.0287

 Translation of amounts from MYR into US$ has been
made at the following exchange rates for the years ended December 31, 2024 and 2023:

2024

2023

 Year-end MYR:US$ exchange rate

 $
 0.2236

 $
 0.2175

 Year average MYR:US$ exchange rate

 $
 0.2188

 $
 0.2193

 Translation of amounts from IDR into US$ has been
made at the following exchange rates for the years ended December 31, 2024 and 2023:

2024

2023

 Year-end IDR:US$ exchange rate

 $
 0.000062

 $
 0.000065

 Year average IDR:US$ exchange rate

 $
 0.000063

 $
 0.000066

 Translation gains and losses that arise from
exchange rate fluctuations from transactions denominated in a currency other than the functional currency are translated, as the case
may be, at the rate on the date of the transaction and included in the results of operations as incurred.

 Comprehensive income

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

 F- 19

 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 years ended December
31, 2024 and 2023, diluted weighted-average common shares outstanding is equal to basic weighted-average common shares, due to the Company's
net loss position. Hence, no common stock equivalents were included in the computation of diluted net loss per share since such inclusion
would have been antidilutive.

 Schedule of computation
of diluted net loss per share:

 2024

 2023

 Net loss attributable to Society Pass Incorporated

 $
 ( 10,227,278
)

 $
 ( 18,134,128
)

 Weighted average common shares outstanding – Basic and diluted

 2,962,528

 1,931,474

 Net loss per share – Basic and diluted

 $
 ( 3.45
)

 $
 ( 9.39
)

 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:

 2024

 2023

 Options to purchase common stock (a)

 Warrants granted to underwriter

 253,549

 253,549

 Warrants granted with Series C-1 Convertible Preferred Stock

 71,200

 71,200

 Total of common stock equivalents

 454,434

 454,434

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

 Leases

 The Company adopted Topic 842, Leases ("ASC
842") to determine if an arrangement is a lease at inception. 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 December 31, 2024
and 2023, the Company recorded the right of use asset of $ 751,672 and $ 1,407,956, respectively.

 F- 20

 Retirement plan costs

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

 Share-based compensation

 The Company follows ASC
Topic 718, Compensation—Stock Compensation ("ASC 718"), which requires the measurement and recognition of compensation
expense for all share-based payment awards (employee and non-employee), at grant-date fair value of the equity instruments that an entity
is obligated to issue. 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
December 31, 2024, those shares issued and stock options granted for service compensation, vest 180 days after the grant date, and therefore
these amounts are thus recognized as expense during the years ended December 31, 2024, and 2023. Stock-based compensation is recorded
in general and administrative expenses within the Consolidated Statements of Operations and Other Comprehensive Loss, with corresponding
credits to common stock and accumulated paid-in capital.

 Warrants

 In connection with certain
financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its preferred and common stock.
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.

 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 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.

 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 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.

 F- 21

 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.

 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 March 2023, the FASB issued ASU No. 2023-01, Leases (Topic
842): Common Control Arrangements ("ASU 2023-01") that is intended to improve the guidance for applying Topic 842
to arrangements between entities under common control. This ASU requires all entities (that is, including public companies) to amortize
leasehold improvements associated with common control leases over the useful life to the common control group. The standard will be effective
for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted for
both interim and annual financial statements that have not yet been made available for issuance. If an entity adopts the amendments in
an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. Management
has evaluated and concluded no material impact of this to the financial statements.

 In October 2023, the
FASB issued Accounting Standards Updates ("ASU") No. 2023-06, Disclosure Improvements: Codification Amendments in Response
to the SEC's Disclosure Update and Simplification Initiative, which amends the disclosure or presentation requirements related to
various subtopics in the FASB Accounting Standards Codification (the "Codification"). This update will improve disclosure
and presentation requirements of a variety of topics and align the requirements in the FASB codification with the SEC's regulations.
The Company is currently evaluating the potential effect of this ASU on its consolidated financial statements, but does not expect the
impact to be material.

 In November 2023, the FASB issued
ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07
expands disclosures about a public entity's reportable segments and required more enhanced information about a reportable segment's
expenses, interim segment profit or loss, and how a public entity's chief operating decision maker uses reported segment profit
or loss information in assessing segment performance and allocating resources. ASU 2023-07 is effective for fiscal years beginning after
December 15, 2023, including interim periods within those fiscal years. Management has evaluated and concluded no material impact of this
to the financial statements as disclosed in "Segment Information".

 In December 2023, the
FASB issued ASU No. 2023-09, Income Taxes (Topic 720): 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 is currently evaluating the potential impact of the adoption of ASU 2023-09
on its consolidated financial statements.

 In March 2024, the FASB
issued ASU No. 2024-02, which removes references to the Board's concepts statements from the FASB Accounting Standards Codification
(the "Codification" or ASC). The ASU is part of the Board's standing project to make "Codification updates for
technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance,
and other minor improvements." The Company's management does not believe the adoption of ASU 2024-02 will have a material
impact on its consolidated financial statements and disclosures.

 F- 22

 In November 2024, the
FASB issued ASU No. 2024-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic
220-40): Disaggregation of Income Statement Expenses, which requires that an entity disclose, in the notes to financial statements, specified
information about certain costs and expenses. The amendment in the ASU is intended to enhance the transparency and decision usefulness
to better understand the major components of an entity's income statement. The amendments in this Update are effective for annual
reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently
evaluating the impact of the new standard on its consolidated financial statements which is expected to result in enhanced disclosures.

 All other recently issued, but not yet effective,
2024 Accounting Standards Updates are not expected to have an effect on the Company.

 NOTE 4 REVENUE

 Revenue was generated from the following activities:

 2024

 2023

 At a point in time:

 Sales – online ordering

 $

 $
 512,124

 3,506,052

 3,936,733

 Sales – online ticketing and reservation

 885,017

 1,606,800

 Sales – data

 4,898

 Over a period of time:

 2,667,918

 2,029,878

 6,837

 62,082

 $

 $

 Contract liabilities recognized were related to online ticketing and
reservation and digital marketing and the following is reconciliation for the years presented:

 Schedule of Contract liabilities:

 2024

 2023

 Contract liabilities, brought forward

 $
 1,265,753

 $
 1,405,090

 Add: recognized as deferred revenue

 1,426,901

 1,265,753

 Less: recognized as revenue

 ( 1,265,753
)

 ( 1,405,090
)

 Contract liabilities, carried forward

 $
 1,426,901

 $
 1,265,753

 The contract liabilities are expected to be recognized within the
next twelve months.

 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)
- operates the sale of domestic and overseas air ticket and global hotel reservations.

 F- 23

 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 statements of operations.

 The key measures of segment profit or loss are 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 and manage, maintain and enforce all contractual agreements to
ensure costs are aligned with all agreements and budget.

 Schedule of Segment Reporting:

 Year ended December 31, 2024

 Online
 F&B and
 Groceries
 Deliveries

 Digital

 Online
 Ticketing
 and
 reservation

 e-Commerce

 Telecommunication
 Reseller

 Corporate

 Total

 Revenue from external customers

 Sales – online ordering

 —

 —

 —

 —

 —

 —

 6,173,970

 —

 —

 —

 —

 6,173,970

 Sales – online ticketing and reservation

 —

 —

 885,017

 —

 —

 —

 885,017

 Sales – data

 —

 —

 —

 —

 4,898

 —

 4,898

 —

 —

 6,837

 —

 —

 —

 6,837

 Total revenue

 —

 6,173,970

 891,854

 4,898

 —

 Cost of sales:

 Cost of online ordering

 ( 499
)

 —

 —

 ( 38,406
)

 —

 —

 ( 38,905
)

 Cost of digital marketing

 —

 ( 5,123,662
)

 —

 —

 —

 —

 ( 5,123,662
)

 Cost of data

 —

 —

 —

 —

 ( 50,750
)

 —

 ( 50,750
)

 Software cost

 —

 —

 ( 17,769
)

 ( 11,530
)

 —

 —

 ( 29,299
)

 Total cost of revenue

 ( 499
)

 ( 5,123,662
)

 ( 17,769
)

 ( 49,936
)

 ( 50,750
)

 —

 ( 5,242,616
)

 Gross income (loss)

 ( 499
)

 1,050,308

 874,085

 ( 15,128
)

 ( 45,852
)

 —

 1,862,914

 Operating Expenses

 Sales and marketing expenses

 —

 ( 84,224
)

 ( 166,289
)

 ( 22,075
)

 ( 18,395
)

 ( 50,478
)

 ( 341,461
)

 —

 —

 —

 —

 —

 ( 54,644
)

 ( 54,644
)

 Depreciation

 ( 21,151
)

 ( 26,071
)

 ( 80,443
)

 ( 46,737
)

 —

 ( 62,257
)

 ( 236,659
)

 Amortization

 —

 —

 ( 24,638
)

 —

 ( 360,270
)

 ( 30,087
)

 ( 414,995
)

 General and administrative expenses

 ( 234,917
)

 ( 1,472,520
)

 ( 1,901,294
)

 ( 411,758
)

 ( 56,471
)

 ( 6,059,527
)

 ( 10,136,487
)

 Total operating expenses

 ( 256,068
)

 ( 1,582,815
)

 ( 2,172,664
)

 ( 480,570
)

 ( 435,136
)

 ( 6,256,993
)

 ( 11,184,246
)

 Loss from operations

 ( 256,567
)

 ( 532,507
)

 ( 1,298,579
)

 ( 495,698
)

 ( 480,988
)

 ( 6,256,993
)

 ( 9,321,332
)

 Loss on disposal of subsidiary

 —

 —

 —

 —

 ( 75
)

 —

 ( 75
)

 Interest income

 2,504

 —

 10,429

 13,447

 Interest expense

 —

 ( 594
)

 ( 26
)

 —

 ( 838
)

 ( 150,686
)

 ( 152,144
)

 (Loss) gain on disposal of plant and equipment

 —

 ( 67,406
)

 —

 —

 —

 ( 67,201
)

 Provision for loss on litigation settlement

 —

 ( 818,352
)

 —

 —

 —

 —

 ( 818,352
)

 —

 —

 —

 —

 43,835

 —

 43,835

 —

 —

 —

 —

 —

 ( 8,488
)

 ( 8,488
)

 Write-off of goodwill

 —

 —

 ( 6,348
)

 —

 —

 —

 ( 6,348
)

 Write-off of intangible assets

 —

 —

 ( 135,000
)

 —

 —

 —

 ( 135,000
)

 Other income (expense)

 3,750

 21,680

 282,485

 7,180

 3,583

 ( 23,778
)

 294,900

 Total other income (expense)

 3,966

 ( 796,766
)

 76,209

 7,183

 46,505

 ( 172,523
)

 ( 835,426
)

 Income (loss) before income taxes

 ( 252,601
)

 ( 1,329,273
)

 ( 1,222,370
)

 ( 488,515
)

 ( 434,483
)

 ( 6,429,516
)

 ( 10,156,758
)

 F- 24

 Year ended December 31, 2023

 Online
 F&B and
 Groceries
 Deliveries

 Digital

 Online
 Ticketing
 and
 reservation

 e-Commerce

 Telecommunication
 Reseller

 Corporate

 Total

 Revenue from external customers

 Sales – online ordering

 98,004

 —

 —

 414,120

 —

 —

 512,124

 —

 5,326,664

 639,947

 —

 —

 —

 5,966,611

 Sales – online ticketing and reservation

 —

 —

 1,606,800

 —

 —

 —

 1,606,800

 Sales – data

 —

 —

 —

 —

 —

 —

 51,450

 9,887

 —

 —

 62,082

 Total revenue

 98,004

 5,378,114

 2,256,634

 414,120

 Cost of sales:

 Cost of online ordering

 ( 103,641
)

 —

 —

 ( 370,935
)

 —

 —

 ( 474,576
)

 Cost of digital marketing

 —

 ( 4,953,510
)

 —

 —

 —

 —

 ( 4,953,510
)

 Cost of data

 —

 —

 —

 —

 ( 44,750
)

 —

 ( 44,750
)

 Software cost

 —

 —

 ( 32,682
)

 ( 194,206
)

 —

 ( 1,921
)

 ( 228,809
)

 Total cost of revenue

 ( 103,641
)

 ( 4,953,510
)

 ( 32,682
)

 ( 565,141
)

 ( 44,750
)

 ( 1,921
)

 ( 5,701,645
)

 Gross income (loss)

 ( 5,637
)

 424,604

 2,223,952

 ( 151,021
)

 ( 20,732
)

 ( 1,176
)

 2,469,990

 Operating Expenses

 Sales and marketing expenses

 ( 2,465
)

 ( 48,835
)

 ( 260,501
)

 ( 79,581
)

 ( 33,636
)

 ( 152,913
)

 ( 577,931
)

 —

 —

 —

 —

 —

 ( 55,645
)

 ( 55,645
)

 Depreciation

 ( 31,256
)

 ( 20,397
)

 ( 88,706
)

 ( 42,803
)

 —

 ( 65,826
)

 ( 248,988
)

 Amortization

 —

 —

 ( 25,812
)

 —

 ( 179,212
)

 ( 817,461
)

 ( 1,022,485
)

 General and administrative expenses

 ( 618,061
)

 ( 1,472,010
)

 ( 1,720,523
)

 ( 870,286
)

 ( 93,944
)

 ( 13,750,535
)

 ( 18,525,359
)

 Total operating expenses

 ( 651,782
)

 ( 1,541,242
)

 ( 2,118,032
)

 ( 992,670
)

 ( 306,792
)

 ( 14,819,890
)

 ( 20,430,408
)

 Income (loss) from operations

 ( 657,419
)

 ( 1,116,638
)

 ( 105,920
)

 ( 1,143,691
)

 ( 327,524
)

 ( 14,821,066
)

 ( 17,960,418
)

 Other income (expense)

 Dividend income

 7,638

 —

 —

 —

 —

 —

 7,638

 Gain on early lease termination

 —

 1,064

 —

 —

 —

 —

 1,064

 Interest income

 2,452

 1,006

 —

 156,836

 160,702

 Interest expense

 ( 27
)

 —

 —

 ( 1,181
)

 —

 ( 235
)

 Gain on disposal of plant and equipment

 ( 477,285
)

 478,723

 —

 —

 —

 —

 1,438

 192,716

 —

 —

 —

 —

 —

 192,716

 ( 386,160
)

 —

 —

 —

 —

 —

 ( 386,160
)

 Write-off of intangible assets

 ( 276,000
)

 ( 276,000
)

 Other income

 4,018

 6,946

 21,311

 10,629

 12,483

 130,265

 185,652

 Total other income (expense)

 ( 659,082
)

 487,123

 24,736

 11,635

 11,302

 11,101

 ( 113,185
)

 Income (loss) before income taxes

 ( 1,316,501
)

 ( 629,515
)

 153,146

 ( 1,132,056
)

 ( 316,222
)

 ( 14,832,455
)

 ( 18,073,603
)

 Online F&B and Groceries Deliveries

 Online Ticketing and reservation

 e-Commerce

 Telecommunication Reseller

 Corporate

 Total

 Intangible assets, net

 —

 1,659,000

 3,345,161

 —

 402,399

 179,336

 5,585,896

 Identifiable assets

 111,636

 2,477,449

 10,190,695

 214,933

 21,347

 2,677,745

 15,693,805

 F- 25

 Online F&B and Groceries Deliveries

 Online Ticketing and reservation

 e-Commerce

 Telecommunication Reseller

 Corporate

 Total

 Intangible assets, net

 —

 1,659,000

 3,372,445

 —

 911,706

 138,577

 6,081,728

 Identifiable assets

 167,360

 2,495,897

 3,188,452

 361,421

 46,625

 4,021,691

 10,281,446

 The below revenue are based on
the countries in where the sales occurred. Summarized financial information concerning our geographic segments is shown in the following
tables:

 Years Ended December 31,

 2024

 2023

 $
 892,210

 $
 1,235,834

 634,190

 1,256,972

 333,598

 196,998

 275,981

 459,213

 3,506,052

 3,936,733

 1,463,055

 1,083,080

 Malaysia

 2,805

 $

 $

 The below
long-live assets are based on the countries in where they locate. Summarized financial information concerning our geographic segments
is shown in the following tables:

 Years Ended December 31,

 2024

 2023

 $
 193,106

 $
 472,116

 81,877

 71,498

 695,944

 53,886

 23,082

 1,174,994

 14,481

 319,512

 150,363

 —

 India

 2,608

 $
 1,159,543

 $
 2,094,614

 NOTE 6 DEPOSIT,
PREPAYMENTS AND OTHER RECEIVABLES

 2024

 2023

 Deposits

 $
 2,370,289

 $
 772,427

 Prepayments

 1,013,526

 838,721

 Value added tax

 84,301

 118,167

 Interest receivable

 5,950

 11,552

 Other receivables (a)

 1,715,784

 466,907

 Total

 $
 5,189,850

 $
 2,207,774

 (a)
 Included in the other receivables is a security bond placed for Narain
case of $ 1,298,495 and other third parties receivables for December 31, 2024 and all other third parties for December 31, 2023.

 NOTE 7 INVENTORIES

 2024

 2023

 Finished goods

 $
 157,734

 $
 431,483

 Less:

 Reserve for excess and obsolete inventory

 —

 —

 Total Inventories

 $
 157,734

 $
 431,483

 All finished goods inventories were related to e-commerce business
and was held by the third party logistic. The cost of sales totaled $ 38,905 and $ 474,576 incurred
during the years ended December 31, 2024 and 2023, respectively.

 F- 26

 NOTE 8 INTANGIBLE
ASSETS

 As of December 31, 2024 and 2023, intangible assets consisted
of the following:

 Useful life

 At cost:

 Software platform

 2.5 years

 $
 8,000,000

 $
 8,000,000

 Apps development

 932,310

 966,535

 Computer software

 712,747

 744,914

 Software system

 —

 —

 Intellectual technology

 —

 276,000

 Identifiable intangible asset

 Indefinite

 5,100,654

 5,100,654

 14,745,711

 15,088,103

 Less: impairment loss recognized

 ( 135,000
)

 ( 276,000
)

 Less: accumulated depreciation

 ( 9,106,664
)

 ( 8,730,375
)

 $
 5,504,047

 $
 6,081,728

 November 1, 2018, the Company entered into a software
development agreement with CVO Advisors Pte Ltd (CVO) 2018 to design and build an App and Web-based platform for the total consideration
of $ 8,000,000. CVO who is a third party vendor in the business of designing, developing, operating computer software applications including
mobile and web application for social media, big data, point of sales, loyalty rewards, food delivery and technology platforms in Asia.
The CVO developer performed and accepted technical work, of software development phase, which was materially completed by December 23,
2018. The Company obtained a third-party license (Wallet Factory International Ltd) for their technology build up by CVO.

 The delivered platform was further developed by
the Company's in-house technology team (based in Noida that Sopa is currently using for the loyalty platform. The platform can be
downloaded from Apple store or Googleplay store (i.e. SoPa App) and the Company's web version is on www.sopa.asia. The platform
was completed developed on September 30, 2020 and has estimated life of 2.5 years. The platform started to be amortized from October 1,
2020.

 Further, the Company entered into a subscription
agreement with CVO to issue 8,000 shares of preferred stock for the software development, equal to the aggregate of $ 8,000,000 or at the
stated value of $ 1,000 per share.

 Pursuant to the subscription agreement entered
into with CVO, the Company issued 8,000 shares of Series A convertible preferred stock for the purchase of software development at the
stated value of $ 1,000 per share, totaling $ 8,000,000. CVO performed and accepted the technical work such as designing, developing, operating
computer software applications including mobile and web application for social media, big data, point of sales, loyalty rewards, food
delivery and technology platforms. The holder of this series A provided their consent to waive the warrant provision available with them
and accordingly the preferred series A accounted in 2018.

 Also, the owner of CVO entered into a call option
agreement with the CEO of the Company to sale all the shares of CVO for the sum of $ 10 per share, as of date, these options were exercised
by the CEO of the Company, but the equity holders of CVO Advisors Pte. Ltd. have not honored the exercise of the call. The parties are
currently in litigation (refer Note 21). As a result of this option exercise, there were no accounting effect on the Company's financial
statement during the years ended December 31, 2024 and 2023.

 Amortization of intangible assets was $ 414,995
and $ 1,022,485 for the years ended December 31, 2024 and 2023, respectively, recorded in General and Administrative Expenses.

 Apps development costs for the development stage
of mobile apps development with blockchain feature used by the subsidiaries under Telecommunications Reseller segment business amounted
to $ 932,310 (2023: $ 966,535) and pertains to capitalization of the Information Technology consultancy and services incurred in the development
process.

 Computer software including business and operating
software and license acquired from third parties.

 Software system is the existing apps development
cost and potential software value estimated base on acquisition exercise of Mangan business unit under New Retail Experience Incorporated,
through the finalization of Purchase Price Allocation. This has been written off during the year ended December 31, 2023.

 Intellectual technology is the identified technology
value concluded from acquisition of Pushkart business unit under New Retail Experience Incorporated, through the finalization of Purchase
Price Allocation. This has been written off during the year ended December 31, 2023.

 Identifiable intangible assets are the potential
intangible assets as stakeholder values estimated based on acquisition exercise of TMG group, Nusatrip group and VLeisure, through the
finalization of Purchase Price Allocation. Impairment loss on intangible assets on VLeisure was $ 135,000 and $ 0 for the year ended December
31, 2024 and 2023, respectively.

 F- 27

 NOTE
9 PLANT AND EQUIPMENT

 Plant and equipment consisted of the following:

2024

2023

 At cost:

 Computer

 $
 526,272

 $
 526,495

 Office equipment

 54,658

 56,098

 Furniture and fixtures

 10,054

 10,531

 Renovation

 484,475

 614,143

 1,075,459

 1,207,267

 Less: accumulated depreciation

 ( 667,588
)

 ( 520,609
)

 407,871

 686,658

 Depreciation expense for the years ended December
31, 2024 and 2023 were $ 236,659 and $ 248,988, respectively.

 NOTE 10
AMOUNTS DUE TO RELATED PARTIES

 Amounts
due to related parties consisted of the following:

2024

2023

 Amounts due to related parties (a)

 $

 8,568

 $

 9,900

 (a)
 The amounts represented temporary
advances to the Company by related parties (two officers), which were unsecured, interest-free and had no fixed terms of repayments.

 NOTE 11 ACCRUED LIABILITIES AND
OTHER PAYABLES

 2024

 2023

 Accrued payroll

 $
 918,472

 $
 137,096

 Accrued VAT expenses

 177,616

 40,855

 Accrued taxes

 1,483,438

 1,990,994

 Accrued litigation compensation (a)

 2,116,847

 1,298,495

 Customer deposit

 10,172,396

 402,339

 Customer refund

 856,829

 922,784

 Other payables

 712,185

 897,566

 Pension provision

 111,523

 185,760

 Accrued COGS

 47,969

 —

 Other accruals (b)

 1,726,252

 990,280

 Total accrued liabilities and other payables

 $
 18,323,527

 $
 6,866,169

 (a)
 The accrued litigation compensation for the year ended December 31, 2024 including two litigations, including Narain case of $ 1,298,495 which has been covered by a secured bond paid and issued during the financial year ended December 31, 2024, and Yeah1 case of $ 818,352, both disclosed under Note 21 – Contingent and Commitment – Litigation. The accrued litigation compensation for the year ended December 31, 2023 is the Narain case of $ 1,298,495.

 (b)
 The other accruals including consultancy fee, professional fee, directors fee and general operating expenses.

 F- 28

 NOTE 12 LEASES

 We determine whether an arrangement is a lease at
inception. This determination generally depends on whether the arrangement conveys the right to control the use of an identified plant
and equipment explicitly or implicitly for a period of time in exchange for consideration. Control of an underlying asset is conveyed
if we obtain the rights to direct the use of and to obtain substantially all of the economic benefit from the use of the underlying asset.
Some of our leases include both lease and non-lease components which are accounted for as a single lease component as we have elected
the practical expedient. Some of our operating lease agreements include variable lease costs, primarily taxes, insurance, common area
maintenance or increases in rental costs related to inflation. Substantially all of our equipment leases and some of our real estate leases
have terms of less than one year and, as such, are accounted for as short-term leases as we have elected the practical expedient.

 Operating leases are included in the operating
lease right-of-use assets, current and non-current operating lease liabilities on the Consolidated Balance Sheets. Right-of-use assets
and lease liabilities are recognized at each lease's commencement date based on the present values of its lease payments over its
respective lease term. When a borrowing rate is not explicitly available for a lease, our incremental borrowing rate is used based on
information available at the lease's commencement date to determine the present value of its lease payments. Operating lease payments
are recognized on a straight-line basis over the lease term. We had no financing leases as of December 31, 2024 and 2023.

 As of December 31, 2024, the leases used a weighted
average incremental borrowing rate of 5.63 % to determine the present value of the lease payments. The weighted average remaining life
of the lease was 2.32 years.

 As of December 31, 2023, the leases used a weighted
average incremental borrowing rate of 5.58 % to determine the present value of the lease payments. The weighted average remaining life
of the lease was 2.85 years.

 During the year ended December 31, 2024, no new
lease arrangements was entered, and accounted as per ASC Topic 842.

 The Company excluded short-term leases (those
with lease terms of less than one year at inception) from the measurement of lease liabilities or right-of-use assets. The following tables
summarize the lease expense, as follows:

 2024

 2023

 Operating lease expense (per ASC 842)

 $
 435,139

 $
 569,508

 Short-term lease expense (other than ASC 842)

 73,577

 119,990

 Total lease expense

 $
 508,716

 $
 689,497

 As of December 31, 2024, right-of-use assets were
$ 751,672 and lease liabilities were $ 753,375.

 As of December 31, 2023, right-of-use assets were
$ 1,407,956 and lease liabilities were $ 1,411,226.

 Components of Lease Expense

 We recognize lease expense on a straight-line
basis over the term of our operating leases, as reported within "general and administrative" expense on the accompanying consolidated
statement of operations.

 Future Contractual Lease Payments as of December
31, 2024

 The below table summarizes our (i) minimum lease
payments over the next three years, (ii) lease arrangement implied interest, and (iii) present value of future lease payments for the next
three years ending December 31:

 Operating lease amount

 2025

 $
 392,520

 2026

 239,507

 2027

 172,119

 Total

 804,146

 Less: interest

 ( 50,771
)

 Present value of lease liabilities

 $
 753,375

 Less: non-current portion

 ( 392,754
)

 Present value of lease liabilities – current liability

 $
 360,621

 F- 29

 NOTE – 13 LOANS

 2024

 2023

 Loan – A (i)

 $
 13,210

 $
 21,313

 Loan – B (ii)

 99,831

 —

 $
 113,041

 $
 21,313

 i)

 On August 17, 2021, the newly acquired subsidiary, Gorilla Networks Pte. Ltd., received a loan from a bank of SGD 50,000, approximately $ 35,937 for a term of 60 months until August 31, 2026. The effective interest rate is 4.75 %. For the years ended December 31, 2024 and 2023, the Company recognized the interest expense of $ 838 and $ 1,181, respectively.

 ii)

 On September 30, 2024, the Company purchased the Directors and Officers (D&O) insurance at a premium fee of $ 161,692 for a term of 12 months. Also, the Company entered a loan agreement with First Insurance Funding to finance 85 % of the total premium, to repay the premium of $ 137,226. The Company paid the down-payment of $ 24,466 ( 15 %) and remaining balance $ 137,226 ( 85 %) to be repaid by 10 installments until July 30, 2025, with a total interest imposed of $ 5,390. The outstanding balance as of December 31, 2024 was $ 99,831 and there was no outstanding loan balance on this loan as of December 31, 2023.

 NOTE – 14 SHAREHOLDERS'
DEFICIT

 Authorized stock

 The Company is authorized to issue two classes
of stock. The total number of shares of stock which the Company is authorized to issue is 11,333,333 shares of capital stock, consisting
of 6,333,333 shares of common stock, $ 0.0001 par value per share, and 5,000,000 shares of preferred stock, $ 0.0001 par value per share.
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. All share and per share information in these financial statements and its footnotes have been retroactively adjusted for the periods
presented.

 The holders of the Company's common stock
are entitled to the following rights:

 Voting Rights: Each share of the Company's
common stock entitles its holder to one vote per share on all matters to be voted or consented upon by the stockholders. Holders of the
Company's common stock are not entitled to cumulative voting rights with respect to the election of directors.

 Dividend Right: Subject to limitations
under Nevada law and preferences that may apply to any shares of preferred stock that the Company may decide to issue in the future, holders
of the Company's common stock are entitled to receive ratably such dividends or other distributions, if any, as may be declared
by the Board of the Company out of funds legally available therefor.

 Liquidation Right: In the event of the
liquidation, dissolution or winding up of our business, the holders of the Company's common stock are entitled to share ratably
in the assets available for distribution after the payment of all of the debts and other liabilities of the Company, subject to the prior
rights of the holders of the Company's preferred stock.

 Other Matters: The holders of the Company's
common stock have no subscription, redemption or conversion privileges. The Company's common stock does not entitle its holders
to preemptive rights. All of the outstanding shares of the Company's common stock are fully paid and non-assessable. The rights,
preferences and privileges of the holders of the Company's common stock are subject to the rights of the holders of shares of any
series of preferred stock which the Company may issue in the future.

 Common stock outstanding

 As of December
31, 2024 and 2023, the Company had a total of 3,718,030 and 2,217,491 shares of its common stock issued and outstanding,
respectively.

 On February 10, 2021, the Company effected a 750
for 1 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 this financial statements and footnotes have been retroactively adjusted for
the periods presented, unless otherwise indicated, to give effect to the forward stock split.

 On September 21, 2021, the Company effected a
 1 for 2.5 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 this financial statements and footnotes have been retroactively adjusted
for the periods presented, unless otherwise indicated, to give effect to the reverse stock split.

 F- 30

 On November 8, 2021, the Company entered into
an underwriting agreement with Maxim Group LLC, related to the offering of 192,593 shares of the Company's common stock (the "Firm
Shares"), at a public offering price of $ 135.00 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's common stock was listed on the Nasdaq Capital Market on November 9, 2021 and began trading
on such date. The closing (the IPO Closing.) of the offering and sale of the Firm Shares and the sale of 236,111 Option Shares occurred
on November 12, 2021. Aggregate gross proceeds from the closing related to the Firm Shares and the Option Shares was $ 26,000,001 and $ 2,124,999,
respectively. The Company incurred expenses of $ 2,677,846 in connection with the IPO.

 Upon the closing of the IPO, all outstanding shares
of preferred stock series A, B, B-1, C and C-1 were automatically converted into 59,259 shares, 50,960 shares, 3,200 shares, 31,040 shares
and 279,680 shares of the Company's common stock for the value of $ 8,000,000, $ 3,412,503, $ 466,720, $ 8,353,373 and $ 5,536,832, respectively.

 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.

 The forward stock split and reverse stock split
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 remained unchanged.

 During the
years ended December 31, 2024 and 2023, the Company issued 133,333 and 213,072 shares of common stock to consultants in exchange for consulting
services valued at $ 330,000 and $ 1,985,759, respectively.

 During the
years ended December 31, 2024 and 2023, the Company issued 275,095 and 101,480 shares of common stock to eighteen and twenty eight of
its employees as compensation valued at $ 474,733 and $ 756,840, respectively.

the Company issued 300,000 and 0 shares of common stock for private placement valued at $ 250,000 and $ 0, respectively.

 During the
years ended December 31, 2024 and 2023, the Company issued 24,631 and 11,854 shares of common stock for settlement of acquisition of subsidiary
valued at $ 75,002 and $ 62,500, respectively.

 During the
years ended December 31, 2024 and 2023, the Company issued 0 and 52,229 shares of common stock for staff exercised options, at $ 23.70
per share, total amounting to $ 0 and $ 1,226,793, respectively.

 Warrants

 In August 2019, the Company issued 1,400 warrants
to purchase 1,400 shares of its common stock to one employee as compensation for his services to the Company, at a fair value of $ 17,500.
Each warrant is convertible into one share of common stock at an exercise price of $ 0.0015 per share. The warrants will expire on the
second (2nd) anniversary of the initial date of issuance. As at December 31, 2019, none of the warrants have been exercised. 1,400 shares
were fully exercised during the year ended December 31, 2020.

 In December 2020, the Company issued a certain
number of warrants pursuant to the Series C-1 Subscription Agreement. Each redeemable warrant allows the holder to purchase one C-1 preferred
stock at a price of $ 6,300 per share. The warrants shall be exercisable on or before December 31, 2020, 2021 and 2022. During the year
ended December 31, 2022, the Company issued 126 warrants.

 In December 2020, a total of 56 warrants were
exercised in exchange for 56 Series C-1 preferred stocks. (refer note 17 for details).

 F- 31

 Below is a summary of the Company's issued
and outstanding warrants as of December 31, 2024 and 2023: In December 2020, a total of 838 warrants were exercised in exchange for 838
Series C-1 preferred stocks:

 Warrants

 Weighted average exercise price

 average
 remaining
 contractual life
 (in years)

 Outstanding as of December 31, 2020 (a)

 $
 6,300.00

 0.60

 Issued (b)

 $
 6,300.00

 0.50

 Issued (a)

 9,630

 $
 148.50

 5.00

 Exercised

 ( 21
)

 $
 6,300.00

 —

 Expired

 —

 —

 —

 Outstanding as of December 31, 2021

 9,888

 $
 308.55

 4.88

 Issued (c)

 248,586

 $
 49.20

 4.11

 Exercised

 ( 5,307
)

 $
 49.20

 0.50

 Expired

 ( 238
)

 $
 6,300.00

 —

 Outstanding as of December 31, 2022

 252,929

 $
 53.55

 4.03

 Outstanding as of December 31, 2023

 252,929

 $
 53.55

 3.02

 Outstanding as of December 31, 2024

 252,929

 $
 53.55

 2.00

 There is no intrinsic value for the warrants as
of December 31, 2024 and 2023.

 (a)
 Common stock will be issued upon exercise of the 9,630 warrants having intrinsic value of $ 0 and $ 73,667 as of December 31, 2022 and 2021, respectively.

 (b)
 Series C-1 Preferred Stock will be issued upon the exercise of the warrants. The Series C-1 Preferred Stock was automatically converted into 0 and 77,200 shares of common stock with the intrinsic value of $ 0 and $ 10,433,580 as of December 31, 2022 and 2021, respectively.

 (c)
 Common stock will be issued upon warrants exercise of the 243,299 warrants having no intrinsic value as of December 31, 2022.

 On April 19, 2021, the Company extended the expiry
date of the Warrant issued to the Series C-1 Preferred Stockholder by nine months from September 30, 2021 to December 31, 2021. Further,
on November 16, 2021, the Company extended the expiry date of the Warrant issued to the Series C-1 Preferred Stockholder by six months
from December 31, 2021 to June 30, 2022. The Company considered this warrant as permanent equity per ASC Topic 815-40-35-2, the warrants
would not be marked to market at each financial reporting date. However, where there is a subsequent change in assumptions related warrants
(in the instant case, an extension of the expiration date of the warrants), the difference between the amount originally recorded and
the newly calculated amount, based upon the changed assumptions, is determined and the difference between the before and after valuation
is recorded as an expense, with the corresponding credit to additional paid-in capital. No additional warrants modification expense were
recorded as of December 31, 2024 and December 31, 2023, respectively.

 The Company determined the fair value using the
Black-Scholes option pricing model with the following assumptions.

 Schedule of Stock options assumptions

 Before modification

 After modification

 Dividend rate

 %

 %

 Risk-free rate

 0.06
 %

 0.12
 %

 Weighted average expected life (years)

 9 months

 18 months

 Expected volatility

 %

 %

 Exercise price

 $
 1.4

 $
 1.4

 The Company considered 25 % volatility as from inception through the
date of the Company common stocks.

 F- 32

 Ex-director's Stock option

 On December 8, 2021, the Board of Directors approved
a grant to Dennis Nguyen of a 10-year stock option to purchase 129,685 shares of common stock at an exercise price of $ 97.35 per share
that are vested and are exercisable at any time.

 Schedule of Stock Option

 Share option

 Weighted average exercise price

 average
 remaining
 contractual life
 (in years)

 Outstanding as of December 31, 2022

 —

 —

 —

 Granted

 129,684

 97.35

 Exercised

 —

 —

 —

 Expired

 —

 —

 —

 Outstanding as of December 31, 2023

 129,684

 $
 97.35

 9.25

 Granted

 —

 —

 —

 Exercised

 —

 —

 —

 Expired

 —

 —

 —

 Outstanding as of December 31, 2024

 129,684

 $
 97.35

 8.25

 The total
fair value of options vested during the years ended December 31, 2024 and 2023 was $ 0.

 The Company determined the fair value using the
Black-Scholes option pricing model with the following assumptions for the years ended December 31, 2024 and 2023:

 December 8, 2021

 Dividend rate

 %

 Risk-free rate

 1.52
 %

 Weighted average expected life (years)

 10 years

 Expected volatility

 %

 Share price

 $
 6.49

 F- 33

 Ex-director's stock awards

 Stock
 awards

 average
 exercise
 price

 average
 remaining
 contractual life

 Unvested as of December 31, 2022

 21,732

 $
 114.75

 0.92 years

 Issued

 —

 —

 —

 Vested

 ( 21,732
)

 114.75

 —

 Cancelled

 —

 —

 —

 Unvested as of December 31, 2023

 —

 —

 —

 Issued

 —

 —

 —

 Vested

 —

 —

 —

 Cancelled

 —

 —

 —

 Unvested as of December 31, 2024

 —

 $
 —

 —

issued 54,330 shares of its common stock on September 1, 2021 ("start date") of which 43,464 shares shall be subject to vesting.
The shares shall vest in accordance with the following vesting schedule: 10,866 vesting shares will vest every six-months for a two-year
period from the start date, with the first vesting date being March 1, 2022. For the years ended December 31, 2024 and 2023, the Company
recognized the amortization of stock compensation expense of $ 0 and $ 645,750, respectively.

 NOTE 15
 PREFERRED STOCKS AND WARRANTS

 As of December 31, 2024 and 2023, the Company's
preferred stocks have been designated as follow:

 No. of shares

 Stated Value

 Series A Convertible Preferred Stock

 10,000

 $
 1,000

 Series B Convertible Preferred Stock

 10,000

 $
 1,336

 Series B-1 Convertible Preferred Stock

 15,000

 $
 2,917

 Series C Convertible Preferred Stock

 15,000

 $
 5,763

 Series C-1 Convertible Preferred Stock

 30,000

 $

 Series X Super Voting Preferred Stock

 153,500

 $
 0.0001

 All of the Series A, B, B-1, C, and C-1 Preferred
Shares were issued at a value of respective stated value per share. These all Series of Preferred Shares contain a conversion option,
are convert into a fixed number of common shares or redeemable with the cash repayment at the liquidation, so as a result of this liquidation
preference, under U.S GAAP, the Company has classified all these Series of Preferred Shares within mezzanine equity in the consolidated
balance sheet.

 Series X Super Voting Preferred Stock was issued
a par value per share. This Series of Preferred Shares does not contain a conversion option, so as a result of this liquidation preference,
under U.S GAAP, the Company has classified the Series of Preferred Shares within permanent equity in the consolidated balance sheet.

 Voting Rights: (1) The affirmative vote
of at least a majority of the holders of each series of preferred stock shall be necessary to:

 (a)

 increase or decrease the par value of the shares of the Series A Preferred Stock, alter or change the powers, preferences or rights of the shares of Series A Preferred Stock or create, alter or change the powers, preferences or rights of any other capital stock of the Company if after such alteration or change such capital stock would be senior to or pari passu with Series A Preferred Stock; and

 (a)

 adversely affect the shares of Series A Preferred Stock, including in connection with a merger, recapitalization, reorganization or otherwise.

 F- 34

 (2) The affirmative vote of at least a majority
of the holders of the shares of the Series A Preferred Stock shall be necessary to:

 (a)
 enter into a transaction or
series of related transactions deemed to be a liquidation, dissolution or winding up of the Corporation, or voluntarily liquidate or
dissolve;

 (b)
 authorize a merger, acquisition
or sale of substantially all of the assets of the Company or any of its subsidiaries (other than a merger exclusively to effect a change
of domicile of the Company to another state of the United States);

 (c)
 increase or decrease (other
than decreases resulting from conversion of the Series A Preferred Stock) the authorized number of shares of the Company's preferred
stock or any series thereof, the number of shares of the Company's common stock or any series thereof or the number of shares of
any other class or series of capital stock of the Company; and

 (d)
 any repurchase or redemption
of capital stock of the Company except any repurchase or redemption at cost upon the termination of services of a service provider to
the Company or the exercise by the Company of contractual rights of first refusal as applied to such capital stock.

 Dividend Rights: The holders of the Company's
preferred stock are not entitled to any dividend rights.

 Conversion Rights (Series A Preferred Stock):
Upon the consummation of this offering, the issued and outstanding shares of Series A Preferred Stock automatically convert into a number
of shares of the Company's common stock equal to the quotient obtained by dividing (x) the aggregate Stated Value of the issued
and outstanding Series A Preferred Stock plus any other amounts due to the holders thereof divided by (y) the offering price of the Company's
common stock. If 90 days after conversion, the closing market price of the Company's common stock as quoted on Nasdaq (the "Market
Value") has decreased below the initial public offering price, each holder of the Series A Preferred Stock shall be issued a warrant
to purchase a number of shares of the Company's common stock equal to 40 % of the quotient of the (a) aggregate Stated Value held
by such holder before conversion at the initial public offering price and the Market Value of the shares of common stock that were issuable
upon conversion divided by (b) the Market Value. The warrants shall have a term of five years and shall be exercisable at the Market Value.

 Conversion Rights (Preferred Stock other
than Series A and Series X Super Voting Preferred Stock): Upon the consummation of this offering, each issued and outstanding share of
Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock and Series C-1 Preferred Stock will automatically convert
into 750 shares of the Company's common stock. Series X Super Voting Preferred stock shall not have any rights to convert into the
Company's common stock.

 Liquidation Rights: In the event of any
liquidation, dissolution or winding up of the Company, either voluntary or involuntary (a "Liquidation Event"), the holders
of each series of preferred stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus
funds of the Company to the holders of the Company's common stock by reason of their ownership thereof, an amount per share in cash
equal to the greater of (x) the aggregate Stated Value for all shares of such series of Preferred Stock then held by then or (y) the amount
payable per share of the Company's common stock which such holder of preferred stock would have received if such holder had converted
to common stock immediately prior to the Liquidation Event all of such series of preferred stock then held by such holder (the "Series
Stock Liquidation Preference"). If, upon the occurrence of a Liquidation Event, the funds thus distributed among the holders of the
preferred stock shall be insufficient to permit the payment to the holders of the preferred stock the full Series Stock Liquidation Preference
for all series, then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among
the holders of the preferred stock in proportion to the aggregate Series Liquidation Preferences that would otherwise be payable to each
of the holders of preferred stock. Such payment shall constitute payment in full to the holders of the preferred stock upon the Liquidation
Event. After such payment shall have been made in full, or funds necessary for such payment shall have been set aside by the Company in
trust for the account of the holders of preferred stock, so as to be immediately available for such payment, such holders of preferred
stock shall be entitled to no further participation in the distribution of the assets of the Company. The sale of all or substantially
all of the assets of the Company, or merger, tender offer or other business combination to which the Company is a party in which the voting
stockholders of the Company prior to such transaction do not own a majority of the voting securities of the resulting entity or by which
any person or group acquires beneficial ownership of 50 % or more of the voting securities of the Company or resulting entity shall be
deemed to be a Liquidation Event.

 Other Matters: The holders of the Company's
preferred stock have no subscription or redemption privileges and are not subject to redemption. The Company's Series Preferred
Stock does not entitle its holders to preemptive rights. All of the outstanding shares of the Company's preferred stock are fully
paid and non-assessable.

 Series A Preferred Shares

 No Series A Preferred Stocks were issued during
the years ended December 31, 2024 and 2023.

 Upon the IPO Closing, all outstanding shares of
Series A Preferred Stocks were automatically converted into 888,889 shares of the Company's common stock valued at $ 8,000,000, equal
to approximately $ 9 per share.

 As of December 31, 2024 and 2023, there were no
shares of Series A Preferred Stocks issued and outstanding, respectively.

 F- 35

 Series B Preferred Stocks

 No Series B Preferred Stocks were issued years
ended December 31, 2024 and 2023.

 Upon the IPO Closing, all outstanding shares of
Series B Preferred Stock were automatically converted into 764,400 shares of the Company's common stock valued at $ 3,412,503, equal to
approximately $ 4.46 per share.

 As of December 31, 2024 and 2023, there were no
shares of Series B Preferred Stocks issued and outstanding, respectively.

 Series B-1 Preferred Shares

 There was no Series B-1 Preferred Stocks issued
during the years ended December 31, 2024 and 2023.

 Upon the IPO Closing, all outstanding shares of
Series B-1 Preferred Stocks were automatically converted into 48,000 shares of the Company's common stock valued at $ 466,720, equal to
approximately $ 9.72 per share.

 As of December 31, 2024 and 2023, there were no
shares of Series B-1 Preferred Stocks issued and outstanding, respectively.

 Series C Preferred Shares

 No Series C Preferred Stocks were issued during
the years ended December 31, 2024 and 2023.

 Upon the IPO Closing, all outstanding shares of
Series C Preferred Stocks were automatically converted into 465,600 shares of the Company's common stock valued at $ 8,353,373, equal to
approximately $ 17.9 per share.

 As of December 31, 2024 and 2023, there were no
shares of Series C Preferred Stocks issued and outstanding, respectively.

 Series C-1 Preferred Shares

 No Series C-1 Preferred Stocks were issued during
the years ended December 31, 2024 and 2023.

 The Company accounts for warrants issued in accordance with the guidance
on "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity" in Topic 480. These
warrants did not meet the criteria to be classified as a liability award and therefore were treated as an equity award and classified
the Series C-1 Preferred Stocks within mezzanine equity in the consolidated balance sheet.

 Upon the IPO Closing, all outstanding shares of Series C-1 Preferred
Stocks were automatically converted into 4,195,200 shares of the Company's common stock valued at $ 5,536,832, equal to approximately $ 1.21
per share.

 As of December 31, 2024 and 2023, there were no shares of Series C-1
Preferred Stocks issued and outstanding, respectively.

 Series X Super Voting Preferred Shares

 In August 2021, the Company created a new series
of preferred stock titled "Series X Super Voting Preferred Stock", at par value, consisting of 3,500 shares. The Series X
Super Voting Preferred Stock carries certain rights and privileges including but not limited to the right to 10,000 votes per share) to
vote on all matters that may come before the stockholders of the Corporation, voting together with the common stock as a single class
on all matters to be voted or consented upon by the stockholders but is not entitled to any dividends, liquidation preference or conversion
or redemption rights. The Series X Super Voting Preferred Stock is accounted for as an equity classification.

 During the year ended December 31, 2024, the
subsidiaries issued 75,000 each of Series X Super Voting Preferred Stock to a director.

 On September 3, 2024, the subsidiaries, Thoughtful
Media Group Incorporated and Nusatrip Incorporated, each issued 75,000 shares of their Super Voting Preferred Stock to their respective
director, totaling 150,000 shares. On October 14, 2024, the subsidiaries cancelled the Company's Super Voting Preferred Stock previously
issued to their director, and the 150,000 Super Voting Preferred Shares are now held as treasury stock.

 As of December 31, 2024 and 2023, there were 153,500
and 3,500 shares of Series X Super Voting Preferred Stocks issued and outstanding, respectively.

 F- 36

 NOTE 16
TREASURY STOCK

 On January
25, 2023, the Board of Directors ("Board") authorized a $ 2,000,000 share repurchase program. The following
table presents information with respect to repurchases of common stock during the years ended December 31, 2024 and 2023:

 2024

 2023

 Aggregate common stock repurchased

 $
 201,902

 $
 74,107

 Weighted average price paid per share

 0.27

 10.60

 Total amount paid

 $
 54,943

 $
 785,525

 As of December
31, 2024 and 2023, we had up to $ 0 and $ 1,214,475 of the share repurchase program available, respectively. Under the share repurchase
program, repurchases can be made from time to time using a variety of methods, which may include open market purchases, privately negotiated
transactions or otherwise, all in accordance with the rules of the SEC and other applicable legal requirements. The timing and amount
of any shares of our common stock that are repurchased under the share repurchase program will be determined by our management based on
market conditions and other factors. The share repurchase program does not obligate us to acquire any particular amount of common stock,
and may be modified, suspended or discontinued at any time or from time to time at our discretion.

 On October
14, 2024, the Company have cancelled the Company's Super Voting Preferred Stock to the former director, and the 150,000 Super Voting
Preferred Stocks issued are held as treasury stock.

 NOTE
17 INCOME TAXES

the local ("Nevada") and foreign components of loss before income taxes were comprised of the following:

 2024

 2023

 Tax jurisdiction from:

 - Local

 $
 ( 4,193,024
)

 $
 ( 11,720,751
)

 - Foreign

 ( 5,963,734
)

 ( 6,352,852
)

 Loss before income taxes

 $
 ( 10,156,758
)

 $
 ( 18,073,603
)

 The provision for income taxes consisted of the
following:

 2024

 2023

 Current:

 - United States

 $
 40,065

 $
 7,225

 - Singapore

 ( 8,598
)

 8,598

 - Vietnam

 4,720

 7,078

 - India

 2,572

 2,414

 - Thailand

 41,780

 —

 Income tax expense

 $ 80,539

 $
 25,315

 Reconciliation of statutory to effective tax rate:

 Year ended December 31,

 2024

 2023

 Loss before income taxes

 $
 ( 10,156,758
)

 $
 ( 18,073,603
)

 U.S. federal statutory tax rate

 ( 2,132,921
)

 ( 3,795,458
)

 State income tax, net of federal benefits

 ( 48,992
)

 33,579

 Foreign income taxed at different rates

 158,647

 179,713

 Non-taxable income

 ( 42,742
)

 ( 119,642
)

 Non-deductible expenses

 227,629

 218,474

 Valuation allowance adjustments

 1,904,025

 3,508,649

 Under provision for income tax of prior year

 14,893

 —

 $
 80,539

 $
 25,315

 F- 37

 The effective tax rate in the years presented is the result of the
mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. The Company operates in various countries
that are subject to taxes in the jurisdictions in which they operate, as follows:

 The Company is registered in the Nevada and is
subject to the tax laws of United States.

 As of December 31, 2024, the operation in the
United States incurred $ 37,289,228 of cumulative net operating losses which can be carried forward to offset future taxable income. The
net operating loss carryforwards has no expiration. The Company has provided for a full valuation allowance against the deferred tax assets
of $ 7,830,738 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely

 As of December 31, 2023, the operation in the
United States incurred $ 33,900,937 of cumulative net operating losses which can be carried forward to offset future taxable income. The
net operating loss carryforwards has no expiration. The Company has provided for a full valuation allowance against the deferred tax assets
of $ 7,119,197 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely

 The Company's subsidiary is registered in
the Republic of Singapore and is subject to the tax laws of Singapore.

 As of December 31, 2024, the operation in the
Singapore incurred $ 14,098,824 of cumulative net operating losses which can be carried forward to offset future taxable income. The net
operating loss carryforwards has no expiration. The Company has provided for a full valuation allowance against the deferred tax assets
of $ 2,396,800 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely

 As of December 31, 2023, the operation in the
Singapore incurred $ 10,082,433 of cumulative net operating losses which can be carried forward to offset future taxable income. The net
operating loss carryforwards has no expiration. The Company has provided for a full valuation allowance against the deferred tax assets
of $ 1,714,014 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely

 The Company's subsidiary operating in Vietnam
is subject to the Vietnam Income Tax at a standard income tax rate of 20 % during its tax year.

 As of December 31, 2024, the operation in the
Vietnam incurred $ 5,997,198 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating
loss carryforwards expiring in 5 years if unutilized. The Company has provided for a full valuation allowance against the deferred tax
assets of $ 1,199,440 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more
likely than not that these assets will not be realized in the future.

 As of December 31, 2023, the operation in the
Vietnam incurred $ 4,881,638 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating
loss carryforwards begin to expire in 2026, if unutilized. The Company has provided for a full valuation allowance against the deferred
tax assets of $ 976,328 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is
more likely than not that these assets will not be realized in the future.

 India

 The Company's subsidiary operating in India
is subject to the India Income Tax at a standard income tax rate of 25 % during its tax year.

 As of December 31, 2024, the operation in the
India incurred $ 9,997 of net operating gain. The Company has provided for a full tax effect allowance against the current and deferred
tax expenses of $ 2,499.

 As of December 31, 2023, the operation in the India incurred $ 9,593
of net operating gain. The Company has provided for a full tax effect allowance against the current and deferred tax expenses of $ 2,398.

 F- 38

 The Company's subsidiary is registered in Indonesia
and is subject to the tax laws of Indonesia.

 As of December 31, 2024, the Company's subsidiary
operations in Indonesia incurred $ 899,979 of cumulative net operating losses which can be carried forward to offset future taxable income.
The net operating loss carryforwards expiring in 10 years if unutilized. The Company has provided for a full valuation allowance against
the deferred tax assets of $ 197,995 on the expected future tax benefits from the net operating loss carryforwards as the management believes
it is more likely than not that these assets will not be realized in the future.

 As of December 31, 2023, the Company's subsidiary operations
in Indonesia incurred $ 286,423 of cumulative net operating losses which can be carried forward to offset future taxable income. The net
operating loss carryforwards have no expiration. The Company has provided for a full valuation allowance against the deferred tax assets
of $ 63,013 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely

 The Company's subsidiary is registered in the
Philippines and is subject to the tax laws of the Philippines.

 As of December 31, 2024, the Company's subsidiary
operations in Philippines incurred $ 1,265,397 of cumulative net operating losses which can be carried forward to offset future taxable
income. The net operating loss carryforwards expiring in 5 years if unutilized. The Company has provided for a full valuation allowance
against the deferred tax assets of $ 316,349 on the expected future tax benefits from the net operating loss carryforwards as the management
believes it is more likely than not that these assets will not be realized in the future.

 As of December 31, 2023, the Company's subsidiary operations
in Philippines incurred $ 982,469 of cumulative net operating losses which can be carried forward to offset future taxable income. The
net operating loss carryforwards have no expiration. The Company has provided for a full valuation allowance against the deferred tax
assets of $ 245,617 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more
likely than not that these assets will not be realized in the future.

 The Company's subsidiary is registered in Thailand
and is subject to the tax laws of Thailand.

 As of December 31, 2024, the Company's subsidiary
operations in Thailand incurred $ 531,943 of cumulative net operating losses which can be carried forward to offset future taxable income.
The net operating loss carryforwards expiring in 5 years if unutilized. The Company has provided for a full valuation allowance against
the deferred tax assets of $ 106,389 on the expected future tax benefits from the net operating loss carryforwards as the management believes
it is more likely than not that these assets will not be realized in the future.

 Malaysia

 The Company's subsidiary is registered in Malaysia
and is subject to the tax laws of Malaysia.

 As of December 31, 2024, the Company's subsidiary
operations in Malaysia incurred $ 7,595 of cumulative net operating losses which can be carried forward to offset future taxable income.
The net operating loss carryforwards expiring in 10 years if unutilized. The Company has provided for a full valuation allowance against
the deferred tax assets of $ 1,823 on the expected future tax benefits from the net operating loss carryforwards as the management believes
it is more likely than not that these assets will not be realized in the future.

 As of December 31, 2023, the operation in the Malaysia incurred $ 14,164
of net operating gain. The Company has provided for a full tax effect allowance against the current and deferred tax expenses of $ 3,399.

 F- 39

 Deferred tax assets and liabilities are recognized
for future tax consequences between the carrying amounts of assets and liabilities and their respective tax basis using enacted tax rates
in effect for the tax year in which the differences are expected to reverse. Significant deferred tax assets and liabilities of the Company
as of December 31, 2024 and 2023 consist of the following:

 Schedule of Deferred Tax Assets and Liabilities

 2024

 2023

 Deferred tax assets:

 Software intangibles (U.S)

 $
 150,465

 $
 150,465

 Deferred Stock Compensation (U.S.)

 5,864,670

 5,864,670

 Net operating loss carryforwards

 - United States

 7,830,738

 7,119,197

 - Singapore

 2,396,800

 1,714,014

 - Vietnam

 1,199,440

 976,328

 - Philippines

 316,349

 245,617

 - Indonesia

 197,995

 63,013

 - Thailand

 106,389

 118,848

 - Malaysia

 1,823

 —

 18,064,669

 16,252,152

 Less: valuation allowance

 ( 18,006,319
)

 ( 16,102,294
)

 Deferred tax assets, net

 $
 58,350

 $
 149,858

 The Internal Revenue Code includes a provision,
referred to as Global Intangible Low-Taxed Income ("GILTI"), which provides for a 10.5 % tax on certain income of controlled
foreign corporations. We have elected to account for GILTI as a period cost if and when occurred, rather than recognizing deferred taxes
for basis differences expected to reverse.

 The Company is subject to taxation in the U.S.
and various foreign jurisdictions. U.S. federal income tax returns for 2018 and after remaining open to examination. We and our subsidiaries
are also subject to income tax in multiple foreign jurisdictions. Generally, foreign income tax returns after 2017 remain open to examination.
No income tax returns are currently under examination. As of December 31, 2024 and 2023, the Company does not have any unrecognized tax
benefits, and continues to monitor its current and prior tax positions for any changes. The Company recognizes penalties and interest
related to unrecognized tax benefits as income tax expense. For the years ended December 31, 2024 and 2023, there were no penalties or
interest recorded in income tax expense.

 NOTE
18 PENSION COSTS

is required to make contribution to their employees under a government-mandated defined contribution pension scheme for its eligible full-times
employees in all countries operating in the Company. The Company is required to contribute a specified percentage of the participants'
relevant income based on their ages and wages level. During the years ended December 31, 2024 and 2023, $ 236,709 and $ 280,402 contributions
were made accordingly.

 NOTE
19 RELATED PARTY TRANSACTIONS

 From time to time, a shareholder and director
of the Company advanced funds to the Company for working capital purposes. Those advances are unsecured, non-interest bearing and due
on demand.

 The Company paid to the
director and key management personnel, the total salaries of $ 937,500 and $ 995,796 during the years ended December 31, 2024 and 2023,
respectively.

 The
Company accrued 0 and 444,861 shares to directors and key management personnel, the total share option of $0 and $ 712,036 during
the years ended December 31, 2024 and 2023, respectively.

 The Company paid to a
former director, total professional fee of $ 500,000 and $ 1,600,000 during the years ended December 31, 2024 and 2023, respectively.

 The Company's subsidiary
paid their officer, total professional fee of $ 8,148 and $ 9,867 during the years ended December 31, 2024 and 2023, respectively.

 The Company paid and
accrued to its shareholders, total professional fee of $ 500,000 and $ 200,000 during the years ended December 31, 2024 and 2023, respectively.
Including in the above the Company issued 0 shares of $0 and 196,078 shares of $ 200,000 during the years ended December 31, 2024 and 2023,
respectively.

 Apart from the transactions
and balances detailed elsewhere in these accompanying consolidated audited financial statements, the Company has no other significant
or material related party transactions during the years presented.

 F- 40

 NOTE 20
CONCENTRATIONS OF RISK

 The Company is exposed to the following concentrations of risk:

 (a) Major customers

the customers who accounted for 10% or more of the Company's revenues and its outstanding receivable balances at year-end dates,
are presented as follows:

 2024

 Customer

 Revenues

of revenues

 Customer A

 $
 3,506,052

 49.34
 %

 $
 253,373

 2023

 Customer

 Revenues

of revenues

 Customer A

 $
 3,936,733

 48.18
 %

 $
 340,424

 (b) Major vendors

the vendors who accounts for 10% or more of the Company's cost of sales and its outstanding payable balance as at year-end date,
are presented as follows:

 2024

 Vendors

 Purchases

of purchases

payable

 Vendor A

 $
 1,018,846

 19.43
 %

 $
 85,745

2023

 Vendors

 Purchases

of purchases

payable

 Vendor A

 $
 1,027,237

 18.02
 %

 $
 111,447

 (c) Credit risk

 Financial instruments that are potentially subject
to credit risk consist principally of trade receivables. The Company believes the concentration of credit risk in its trade receivables
is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally
require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors affecting
the credit risk of specific customers, historical trends and other information.

 (d) Exchange rate risk

 The reporting
currency of the Company is US$, to date the majority of the revenues and costs are denominated in VND, SGD, PHP, INR, IDR, MYR and THB
and a significant portion of the assets and liabilities are denominated in VND, SGD, INR, IDR, MYR and THB. As a result, the Company is
exposed to foreign exchange risk as its revenues and results of operations may be affected by fluctuations in the exchange rate between
US$ and VND, SGD, PHP, INR, IDR, MYR and THB. If VND, SGD, PHP, INR, IDR, MYR and THB depreciate against US$, the value of VND, SGD, PHP,
INR IDR, MYR and THB revenues and assets as expressed in US$ financial statements will decline. The Company does not hold any derivative
or other financial instruments that expose to substantial market risk.

 (e) Economic and political risks

 The Company's operations are conducted in
the Republic of Vietnam. Accordingly, the Company's business, financial condition and results of operations may be influenced by
the political, economic and legal environment in the Vietnam, and by the general state of the Vietnam economy.

 The Company's operations in the Vietnam
and India are subject to special considerations and significant risks not typically associated with companies in North America and Western
Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange.
The Company's results may be adversely affected by changes in the political and social conditions in Vietnam and India, and by changes
in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and
rates and methods of taxation.

 F- 41

 NOTE
21 COMMITMENTS AND CONTINGENCIES

 As of December 31, 2024, the Company had no material
commitments or contingencies.

 Litigation

 The Company is currently litigating three cases
pending in the Supreme Court for the State of New York, New York County and one case pending in United States District Court, Central
District of California.

 Two cases are employment actions filed by former
employees who seek compensation alleged to be due pursuant to agreements with the Company. Both of the employees are represented by the
same counsel and filed their cases in the Supreme Court of the State of New York, County of New York, in December 2019.

 In one of those actions,
brought by Rahul Narain, a former employee claims entitlement to compensation and a bonus totaling $ 566,000 and 130 - 195 shares of Company
common stock, together with costs. For the 130 shares he contends were not delivered, he alleges damages of approximately $ 750,000. The
Company responded to the complaint and also asserted counterclaims in the proceeding for $ 1,500,000 to $ 4,000,000 plus punitive damages,
together with interest and costs, arising from, inter alia, the former employee's breach of contract, unfair competition, misappropriation
of trade secrets and breach of fiduciary duty. The former employee has responded to the Company's counterclaims and discovery has
been conducted. The discovery phase is now over. The Company filed a motion for partial summary judgment to dismiss Rahul Narain's
claims for damages associated with the 130 - 195 shares of the Company's common stock. Rahul Narain has filed a motion for partial
summary judgment on his claims for compensation and for damages he alleges associated with his contention that the Company did not deliver
the shares of common stock under a warrant. In that motion he seeks the monetary value of that stock, which he contends is $ 749,190 plus
interest, and also seeks partial summary judgment for his claim seeking $ 566,000 in compensation, specifically to the motion, he seeks
$ 60,000. His motion also seeks to dismiss the Company's counterclaims. Rahul Narain has also filed a motion in limine to preclude
the Company's expert witness as to damages for some of the Company's counterclaims. The Court denied the Company's motion
for summary judgment and granted Mr. Narain's motion for summary judgment on his claims on the warrant and for a portion of his
salary, giving him a recovery of $ 749,190 plus interest as of September 4, 2019 and for his salary of $ 10,000 per month for the months
of September, October, and November of 2023 plus interest, and denied the remainder of his motion, including those portions seeking to
dismiss the Company's counterclaims and to preclude the Company's expert witness. The Company has filed a Notice of Appeal
of this decision and has also filed a motion to reargue the decision. Following the grant of partial summary judgment, a judgment was
entered in the office of the Clerk of the Supreme Court in the amount of $ 1,082,078.91. Subsequently, Mr. Narain served a restraining
notice on the Company and has made a motion to appoint a receiver to sell Thoughtful Media Group Inc. and NusaTrip Inc. and disburse proceeds
to Mr. Narain sufficient to satisfy the judgment, granting the receiver the right to retain counsel and bankers and to pay them from the
proceeds of such sale, or in the alternative, directing the Company to pay Mr. Narain from the sale of any of its assets to satisfy the
judgment and enjoining the company from diverting those funds to anyone else until the judgment is satisfied. The Company bonded the judgment
and therefore the Court denied the motion without prejudice. In that same Order, the Court denied the Company's motion to reargue
Mr. Narain's motion for partial summary judgment. Finally, the parties recently attempted to mediate their claims before the Appellate
Division, First Department, however such efforts did not result in a settlement. The Company intends to continue to defend Mr. Narain's
claims vigorously. As of December 31, 2024, the Company has accrued a litigation compensation total of $ 1,298,495 in accrued liabilities
and other payables.

 In the other employment
action, brought by Thomas O'Connor, a former employee, and CVO Advisors Pte. Ltd., involves claims of entitlement to salary payments
and expense reimbursement in the amount of $ 122,042.60, plus liquidated damages, together with costs. This former employee also made claims
based on a failure to deliver between 1,721 and 2,536 shares of the Company's common stock. For the 1,721 shares of stock which
he contends were not delivered, he alleges damages of $ 9,918,000. In addition, this action also includes claims by a plaintiff-entity
alleging entitlement to $ 8 million in shares of the Company's Series A Preferred stock. The Company responded to the complaint and
also asserted counterclaims against the former employee in the proceeding for $ 1,500,000 to $ 2,000,000 plus punitive damages, together
with costs, arising from, inter alia, the former employee's breach of contract, breach of fiduciary duty, tortious interference
and fraud. The former employee has responded to the Company's counterclaims and this action is still in the discovery phase of litigation.
Thomas O'Connor has filed a motion to strike the Company's answer and counterclaims or in the alternative precluding Society
Pass from offering evidence or for a Conditional Order for production. Thomas O'Connor has also filed a motion for partial summary
judgment on his cause of action regarding the 1,721 shares of stock that were allegedly not delivered and is seeking the cash value of
those shares. The Court granted that motion in part, deciding that Mr. O'Connor validly exercised 1,148 shares under the subject
warrant. The Court denied that portion of the motion as it relates to the value of those shares. Mr. O'Connor has not retained an
expert to testify as to their value. The Company has retained an expert who has determined the value of the shares to be significantly
less than alleged and issued a report of his opinions. CVO has filed a motion for summary judgment on its claim for the $ 8,000,000 worth
of Series A Preferred Stock, seeking the alleged cash value of those shares. The Company has opposed that motion, and the motion was denied.
In addition, the Company has appealed the grant of the motion on liability and Mr. O'Connor has appealed the denial of the motion
on the damages portion. The Company filed a Notice of Appeal with respect to same. In addition, Mr. O'Connor had filed a motion
to restrain and enjoin the company from transferring or otherwise disposing any of its assets, including but not limited to extraordinary
cash or equity/option payouts to its directors and officers and from transferring or otherwise disposing any of its operating assets,
including but not limited to Thoughtful Media Group Inc., NusaTrip Inc., and any other of the Company's majority owned corporate
subsidiaries. The motion was denied, but granted in part to the extent that the Company must promptly inform Mr. O'Connor of any
agreement(s) to sell its subsidiaries. The Court also scheduled a valuation hearing for the shares granted in Mr. O'Connor's
motion for summary judgment which will take place on May 29 and 30 of 2024. Mr. O'Connor has made a motion in limine to preclude
the Company's expert from testifying at such valuation hearing, which has been denied. As of December 31, 2024, no litigation compensation
is accrued.

 F- 42

 The third case was brought
by the Company against former employees Mr. Narain and Mr. O'Connor, in addition to two companies they started, operating under
the name Growth Hero. The Company commenced this action on May 18, 2023. The Company alleges, inter alia, that Narain, O'Connor,
and Growth Hero misappropriated the Company's intellectual property and alleges other related torts pertaining to the business conducted
by Growth Hero. The Company brought claims sounding in breach of contract, breach of the implied covenant of good faith and fair dealing,
misappropriation of trade secrets, unfair competition, breach of fiduciary duties, violation of the Stored Communication Act, and for
a permanent injunction. The Company seeks damages in an amount to be determined at trial. The Company has filed a motion to extend the
time to service of process on Mr. O'Connor and the corporate entities and for leave to serve them via email, and has also initiated
a Hague Convention application for international service upon them. The motion was granted to the extent that the Company's time
to serve Mr. O'Connor has been extended, without prejudice to renew. Rahul Narain has been served with process and has made a motion
to dismiss the claims against him. The Company has submitted an opposition to this motion. The motion was granted due to the Court's
opinion that the claims set forth against Mr. Narain in this case were the same as the counterclaims asserted against Mr. Narain in his
lawsuit against the Company. As of December 31, 2024, no litigation compensation is accrued.

 The fourth case is a Petition to Confirm Arbitration
Award filed by Yeah1 Group Corporation against Thoughtful (Thailand) Co., Ltd.; Adactive Media CA, Inc.; and others, seeking in excess
of $ 705,537 for damages issued in a final arbitration award. The matter was filed on November 26, 2024, in the United States District
Court, Central District of California, Case No. 2:24-cv-10254. The case is in initial stages and a responsive pleading to the petition
is due by March 27, 2025. No Scheduling Order has been filed. Management received the Final Award from a corporate representative of one
of the respondents of the Underlying Arbitration, in September 2024, and determined to record the judgement as liabilities of the Company,
even though no judgment enforcement or collection procedure has been initiated in California or in Thailand. As of December 31, 2024,
the Company has accrued a litigation compensation total of $ 818,352 in accrued liabilities and other payables.

 The Company disputes
each claim in the above referenced matters and intends to defend the pending actions noted above. The ultimate outcome of any damages
that may become payable if its defence is unsuccessful in whole or in part is not probable nor estimable at this time. While the Company
feels confident in its defence of these pending matters, there can be no assurance that it will prevail and that any damages that may
be awarded will not be material to the results of operations or financial condition of the Company.

 The Company does not
believe any of the foregoing actions will have, individually or in the aggregate, a material adverse effect on its business, financial
condition or operating results.

 NOTE 22
SUBSEQUENT EVENTS

 Convertible Note

 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
six 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.

 Equity line of credit – ATM

 On August 21, 2023, the Company entered into an
At-The-Market Issuance Sales Agreement, or the Sales Agreement with Ascendiant Capital Markets, LLC, or ACM, as amended, relating to shares
of our common stock offered by this prospectus supplement No. 2 dated as of February 13, 2025 (the "Amendment No. 2 to Prospectus
Supplement") and the accompanying amendment no. 1 to the prospectus supplement dated as of May 24, 2024 (the "Amendment No.
1 to Prospectus Supplement"), the prospectus supplement dated August 21, 2023 (the "Prospectus Supplement") and the
prospectus dated as of April 20, 2023 (the "Base Prospectus").

 In accordance with the terms of the sales agreement,
as amended on February 13, 2025, and May 24, 2024, the Company may offer and sell shares of our common stock, par value $ 0.0001 per share,
having an aggregate offering (the "ATM Offering") price of up to $ 3,371,000 from time to time through ACM, acting as sales
agent (the "Sales Agent"), at the Company's discretion.

 Private placement

 On April l, 2025, the Company entered into an
Term Sheet with an investor to commit to invest up to $ 2,000,000, or up to the maximum amount that the Company can sell in accordance
with the transaction requirements set forth in the General Instruction I.B.6 of Form S-3 in exchange for common stock under the Registration
Statement on Form S-3 of the Company.

 In accordance with ASC Topic 855, " Subsequent
Events ", which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date
but before financial statements are issued, the Company has evaluated subsequent events up to the date of these consolidated financial
statements were available to be issued, pursuant to the requirements of ASC 855 and has determined that, save as disclosed above, there
are no material subsequent events to disclose.

 F- 43

 Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosures

 None.

 Item 9A. Controls and Procedures

 Evaluation of Disclosure Controls and Procedures

 Our disclosure controls and procedures are designed
to ensure that the information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") is recorded, processed, summarized, and reported within the time periods specified in SEC
rules and forms, and that such information is accumulated and communicated to our management to allow timely decisions regarding required
disclosure.

 Our management, with the participation and supervision
of our Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this annual report. Based
on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of such date, our disclosure controls
and procedures were effective at a reasonable assurance.

 Management's Report on Internal Control
over Financial Reporting

 Our management is responsible for establishing
and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f). Internal
control over financial reporting is a process designed under the supervision and with the participation of our management, including our
principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United
States of America. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

 As of December 31, 2024, under the supervision
and with the participation of our management, including our principal executive officer and principal financial officer, we conducted
an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our
management concluded that, as of December 31, 2024, our internal control over financial reporting was effective based on those criteria.

 Changes in Internal Control Over Financial
Reporting

 Other than the hiring of additional employees
and controls to segregate the accounting functions, there were no changes in our internal control over financial reporting during the
three months ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

 Item 9B. Other Information.

 None.

 Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections

 Not applicable.

 Item 10. Directors, Executive Officers and
Corporate Governance

 The following are our executive officers and directors and their respective
ages and positions as of March 31, 2025:

 Name

 Age

 Position

 Raynauld Liang

 Group Chief Executive Officer and Singapore Country General Manager

 Tan Yee Siong

 Group Chief Financial Officer

 Rokas Sidlauskas

 Group Chief Marketing Officer

 Patrick Soetanto

 Group Chief Operating Officer

 Howie Ng Kar How

 Group Chief Technology Officer

 Loic Gautier

 Vincent Puccio

 Travis Washko

 Michael Freed

 Mark Carrington

 Michael Dunn Jr.

 Raynauld Liang has been our CEO
since October 2023 and is based in Singapore. Mr. Liang was the Chief Financial Officer of Society Pass Incorporated and Singapore Country
General Manger between May 2019 and October 2023. As CFO, responsible for all corporate finance, accounting, control, legal and compliance
activities. In his capacity as Singapore Country General Manager, Mr. Liang manages the Company's Singapore P&L. Mr. Liang began
his career as a Finance Manager at IBM Global Services/IBM Asia Pacific Software Group based in Singapore. Mr. Liang then worked at a
Singapore mainboard listed company Hyflux Limited as a finance manager from 2005 to 2007. Mr. Liang worked at a China based Singapore
listed company Sino Environment Technology Group Limited as Chief Financial Officer from 2007 to 2010. Mr. Liang later joined Primeforth
Capital Limited a Singapore-based boutique corporate advisory firm as an investment director to work on startup companies and pre-IPO
fund raising activities from 2010 to 2012. He later founded Connex Capital Limited in 2012, a corporate advisory firm with a focus on
advising companies with IPOs in Singapore and Hong Kong. He headed the investment function of a family office, L K Ang Corporate Pte Ltd
from 2014 to 2019. Mr. Liang earned a Bachelor of Commerce from The University of Queensland in Australia majoring in accounting.

 Tan Yee Siong has been the Company's
Chief Financial Officer since October 2023 and the Company's controller since November 2021, Mr. Tan engaged in financial operation
management, mergers and acquisitions, financial planning and analysis, audit and regulatory compliance and legal functions for the company.
Responsible for all SEC filing matters, Mr. Tan possesses more than 15 years of audit, internal control, tax, merger & acquisition
and risk mitigation experience. Previously from 2014 to 2021, Mr. Tan was financial controller at ISOTeam Ltd, a construction engineering
company and Finance manager at Hoe Leong Corporation Ltd, a shipping and heavy equipment supplier. Mr. Tan obtained a Bachelor of commerce,
Tunku Adbul Rahman University in Malaysia and is also a Member of the Institute of Singapore Chartered Accountants as well as the Association
of Chartered Certified Accountants in the United Kingdom.

 Rokas Sidlauskas in his role as
Chief Marketing Officer, reports directly to the Group CEO and is responsible for overall marketing, business development, sales, social
media and product development coordination across all business units. Day to day responsibilities include identifying new partnerships,
growth initiatives, merchant and user acquisition as well as revenue generation within the Society Pass ecosystem. In 2018, Mr. Sidlauskas
Co-Founded GO.CARE - a medical tourism company, part of Hello Health Group where he led corporate development, operations and
marketing. Prior to that Mr. Sidlauskas was a VP of Sales at ENSOGO and a Co-Founder at Lion&Lion a digital Marketing agency
in Kuala Lumpur, Malaysia. Mr. Sidlauskas started his career in London where he worked in various commercial roles after graduating with
a BA in European Studies & Politics from University of West of England in Bristol, United Kingdom.

 Patrick Soetanto has more than 20
years of experience in operations. Mr. Soetanto was the Indonesian General Manager for SOPA starting in 2022, working on multiple acquisitions
of Indonesian companies by SOPA. Immediately prior to his work at SOPA, Mr. Soetanto was a director of South Pacific Viscose ("SPV"),
which is part of the Lenzing Group, for seven years and became a commissioner in 2017 after serving as a director for SPV from 2010 to
2017. Mr. Soetanto's expertise in operations was developed with SPV in the textile industry working with all Indonesian spinning
mills using SPV's fiber. While with SPV, he started a sustainable clothing brand to create awareness and use of Lenzing Group's
branded products. Further, Mr. Soetanto set up a new logistics division for SPV in 2017 which became a part of Salim group, increasing
its valuation in terms of growth and expansion. Mr. Soetanto was also involved in Carbon Finance and Trading for Aretae and set up Aretae's
Indonesian subsidiary.

 Howie Ng Kar How reports to CEO
and is based in Singapore, since joining the Company in October 2022, Howie is the Chief Technology Officer and is responsible
for design and implementation of architecture, including security, database, frontend, backend and middleware, API, microservices, loyalty
and payment gateways. In this capacity, he manages the technology team, develop technical aspects of company's strategy for
alignment to the business goals, ensure technological resources satisfy long and short term goals, identify and implement innovative technologies
that yield competitive advantage, and makes executive decisions based on the company's technological requirements. Previously, he
has undertaken projects related to blockchain, mobile apps, decision support systems, B2B marketplaces and ERP implementations. Howie
earned a Bachelor of Science in Computer Science from the National University of Singapore. He is also accredited with industry certifications
in blockchain and data science.

 Tan Bien Kiat is the Vice-Chairman
of the Board of Directors of the Company since September 2019. Based in Singapore and in his capacity as Vice-Chairman, Mr. Tan assists
the management team with constructing and executing the Company's business plan. Leveraging his deep professional contacts, he introduces
regional telecommunications operators and institutional investors to the Company. Mr. Tan founded Titan Capital Limited, a Singapore-based
private equity investment firm, in 2003, where he acts as Executive Chairman. He was formerly Chairman of the Board of Pacific Internet,
a NASDAQ-listed telco services company operating in 8 Asian countries. Mr. Tan was also the Managing Director of the Asian arm of TPG
Capital, a leading global private equity firm with $80 billion of capital under management. He started and ran TPG's operations
in South Asia, South-East Asia and Australia. Prior to that, he was Chief Executive of Ometraco Corporation, a major Indonesian conglomerate
which controlled 5 public-listed companies. Mr. Tan's career also includes senior management positions with Booz Allen and AT Kearney,
both of which are leading American strategy consulting firms, where he was instrumental in pioneering their Asian franchisees in both
Hong Kong and Singapore. Mr. Tan is an international trustee of International House of New York and sits on the management committee of
the Lien Centre for Social Innovation of the Singapore Management University. Mr. Tan holds an MBA and MS from Columbia University and
B.Sc. with a First Class Honors in Mechanical Engineering from Birmingham University in the United Kingdom.

 We believe
Mr. Tan's international business experience and prior management and board experience qualify him to serve as a member of our
Board.

 Jeremy Miller is a Director of the
Board of Directors of the Company and chairs the Audit Committee since September 2019. Mr. Miller is an entrepreneur and international
businessman. He is Co-owner and Chief Financial Officer of Wm. Miller Scrap Iron & Metal Co., where he oversees multiple areas of
the business, including accounting, quality, environmental, health and safety, business development, and global sales since 2002. Mr.
Miller manages a real estate portfolio, which started with residential property in 2002 and expanded to include commercial property in
2007. Mr. Miller served six years on the Board of Directors for the Global Recycling Standards Organization, including as Chairman of
the Board from 2016-2018. In addition to his business background, Mr. Miller is a public servant. He was elected to the Minnesota Senate
in 2010, becoming the second youngest person in state history to be elected to this position. In 2019 at 35 years old, Mr. Miller was
the youngest Senator in Minnesota state history to be elected President of the Senate. In 2021, Mr. Miller was selected by his colleagues
to be the Majority Leader of the Minnesota Senate.

 With a wide variety of domestic and international
business experience, we believe Mr. Miller is qualified to serve as a member of our Board.

 Linda Cutler is a Director of the
Board of Directors of the Company and chairs the Remuneration Committee since May 2020. Ms. Cutler served on the board of directors, including
the executive committee and the investment committee of Mental Health of Minnesota, a non-profit based in St. Paul, Minnesota through
the end of 2019. Ms. Cutler served as Vice President, Deputy General Counsel and Assistant Secretary for Cargill, Inc. (one of the largest
privately owned companies in the world) until she retired in 2013 after 39 years of service. At Cargill, Ms. Cutler supervised the
European Regional General Counsel and also supervised the Asian Regional General Counsel at the time of her retirement. She previously
had supervised the Latin American General Counsel and the Canadian legal team. Ms. Cutler was responsible for legal services to Cargill's
financial businesses for 25 years. She handled numerous domestic and international acquisitions and dispositions. She also was responsible
for all aspects of Cargill's 2011 tax free spin-off of its majority interest in The Mosaic Company (a publicly traded company) valued
at over $24 billion. Mrs. Cutler served on the boards and Audit and Compliance committees of Black River Asset Management, LLC
and CarVal Investors, LLC, both registered with the SEC as investment advisers, from their inception in 2004 and 2006 respectively, until
her retirement from Cargill. Mrs. Cutler was a Committee Chair of the American Bar Association Business Law Section Derivatives and
Futures Committee and was a Member of the Executive Committee of the Futures Industry Association Law and Compliance Division. Mrs. Cutler
was a member of the Board of Trustees of the University of Minnesota Landscape Arboretum Foundation, serving the maximum of nine years,
and Treasurer and chair of the Audit and Finance Committee and chair of the Nominating and Governance Committee. In June 2023 she
was elected Trustee Emeritus and continues to serve on both committees. Ms. Cutler holds a Bachelor of Arts degree from Augustana College,
a Master of Arts degree in European History from the University of Chicago and a Juris Doctor degree from the University of Texas School
of Law where she was a member of the Law Review. We believe Ms. Cutler is qualified to serve as a member of our Board because of her extensive
international legal and business experience.

 We believe Mrs. Cutler is qualified to serve as
a member of our Board because of her extensive international legal and business experience.

 Loic Gautier
is a Director of the Board of Directors of the Company since June 2024. Loic Gautier is a southeast Asia based technology and ecommerce
entrepreneur. He began his career in Paris, France at Groupon in 2012 back then the fastest growing ecommerce website of all times. Mr.
Gautier's experience and results at Groupon caught the attention of industry leaders and was recruited by Lazada in 2013, then operated
under the German Venture builder Rocket Internet, to join their expanding operation in Vietnam. Mr. Gautier's entrepreneurial drive
then led him to establish his first ecommerce venture, Leflair, at the age of 25. In 2021, Leflair was acquired by the Company, marking
a significant milestone for the Leflair. Mr. Gautier oversaw the integration Leflair into the Company's operations and subsequently
through its IPO in 2022, further solidifying the company's presence in the ecommerce sector in southeast Asia. Mr. Gautier received
his master's degree in marketing from INSEEC Business School in 2013.

 With extensive technology and ecommerce entrepreneur
experience, we believe that Mr. Gautier is qualified to serve as a member of our Board.

 Vincent Puccio
is a Director of the Board of Directors of the Company since June 2024. Mr. Puccio has over 25 years' experience in the luxury men's
apparel industry as a sales professional, buyer, store manager, and made-to-measure specialist, and general manager. Since March 2021,
Mr. Puccio has been a supervising agent at American Income Life, where he leads a sales team and acts as a hiring manager. Prior to that,
Mr. Puccio worked at Don Vincent Store for Men between 1999 and 2020, where he started as a store manager and was promoted as a general
manager when he left. Mr. Puccio received his bachelor's degree in English from the University of California, Irvine in 1993. Mr.
Puccio will also act as the Company's secretary.

 With extensive managerial experience, we believe
that Mr. Puccio is qualified to serve as a member of our Board.

 Travis Washko
is a Director of the Board of Directors of the Company since June 2024. Mr. Washko brings over two decades of expertise in education management
and financial services across Asia. Currently serving as the Head of School for Dehong Xian (part of the Education in Motion-EiM Group)
in Xian, Shaanxi, China since 2022, Mr. Washko has a proven track record of leadership and innovation in the field. Prior to his role
at Dehong Xian, Mr. Washko served as the Principal/Executive Vice-President of Living Word Shanghai High School (LWS) in Shanghai, China,
where he demonstrated his commitment to academic excellence and student success. From 2018 to 2021, Mr. Washko held the position of Activities
Director for both Beanstalk International Education Group, China (BIEG), and Nord Anglia Education (NAE), China International Schools,
overseeing a wide range of extracurricular programs and initiatives. During his tenure from 2007 to 2018, he served as the Director of
Athletics at both The British School of Beijing, Shunyi China, and Livingston American International School in Shanghai, fostering a culture
of athleticism and sportsmanship among students. In his earlier career, from 2001 to 2006, Mr. Washko served as the Managing Director
of TA & Associates Asia Limited & Equity International Asia Limited, a Shanghai-based financial services and corporate finance
firm, where he honed his skills in financial management and strategic planning. Mr. Washko holds a Master of Education in Curriculum and
Instruction/Master of Education in Educational Leadership from Dallas Baptist University, complemented by a Bachelor of Arts in Political
Science from Dickinson College. His diverse educational background and extensive experience make him a dynamic and effective leader. Mr.
Washko received his bachelor's degree of arts in Political Science from Dickinson College in 2020 and master's degree of education
in Educational Leadership from Dallas Baptist University in 2013.

 With extensive experience in education management
and financial services, we believe that Mr. Washko is qualified to serve as a member of our Board.

 Michael Freed
is a Director of the Board of Directors of the Company and chairs the Remuneration Committee since June 2024. Mr. Freed has over 34 years
of entrepreneurial management and branding experience. Since 2016, he has acquired real estate investments in the states of Missouri and
California. From 2008 to 2016, Mr. Freed served on the board of directors for Resource Distribution, a global skateboard master distributor
(2008-2016). He specialized in brand/team management, along with research and development for many skateboard products. From 1996 to 2016,
Mr. Freed created three skateboard brands: Riviera Skateboards, Divine Wheels, and Paris Trucks. Mr. Freed launched two retail locations
for these three brands and then branched into production in 2008. Mr. Freed previously was the CEO of Bionic Records, a chain of record
retail stores in Orange County, California for 20 years (1988-2008). In this capacity, he promoted and marketed music bands such as Sublime,
Korn, No Doubt, Offspring, and Avenged Sevenfold to the California mass market. His experience ranges from property acquisitions, finance,
and renovation management.

 With extensive entrepreneurial management and
branding experience, we believe that Mr. Freed is qualified to serve as a member of our Board.

 Mark Carrington
is a Director of the Board of Directors of the Company and chairs the Audit Committee since June 2024. Mr. Carrington is an expert in
the mortgage fintech industry, having held various leadership roles over the last 20 years. Currently Mr. Carrington owns a boutique Pilates
studio called Studio C Pilates in California. In 2018, he left CoreLogic to become an entrepreneur in the health industry and consult
for the mortgage fintech industry, where he started from February 2008. He graduated from the University of California, Irvine with a
bachelor's degree of arts in Economics and a bachelor's degree of science in Statistics, and started his career in capital
finance.

 With extensive fintech experience, we believe
that Mr. Carrington is qualified to serve as a member of our Board.

 Michael Dunn Jr.
is a Director of the Board of Directors of the Company and chairs the Nominating and Corporate Governance Committee since June 2024. Mr.
Dunn has served as an executive director of R1 Planning Council for Northern Illinois since 2015. R1 functions as the Federal Metropolitan
Planning Organization (MPO), Federal Economic Development District (EDD) and regional Landbank Development Authority for Northern Illinois.
He currently serves on the State of Illinois High Speed Rail Commission as a gubernatorial appointment, the Illinois Tollway Stakeholder
Advisory Council, the Executive Director's council of the National Association of Regional Councils, as the Executive Director of
the Winnebago County Rail Development Authority, a board member the Greater Rockford Economic Development Corporation, and as Vice Chairperson
of the Discovery Center Children's Museum. Mr. Dunn graduated with degrees from Loyola University Chicago in Finance and in Labor
Management.

 With extensive board membership and directorship
experience, we believe that Mr. Dunn is qualified to serve as a member of our Board.

 Board Leadership Structure and Risk Oversight

 The Board oversees our business and considers
the risks associated with our business strategy and decisions. The Board currently implements its risk oversight function as a whole.
Each of the Board committees, as set forth below, will also provide risk oversight in respect of its areas of concentration and reports
material risks to the board for further consideration.

 Board Composition

 Our business and affairs are managed under the
direction of our Board. Our Board consists of five directors, three of whom qualify as "independent" under the listing standards
of Nasdaq.

 Directors serve until the next annual meeting
and until their successors are elected and qualified. Officers are appointed to serve for one year until the meeting of the Board following
the annual meeting of shareholders and until their successors have been elected and qualified.

 Committees of the Board of Directors

 Our Board has established an Audit Committee,
a Remuneration Committee, a Nominating and Corporate Governance Committee, and an Executive Committee.

 Audit Committee

 We have established an Audit Committee consisting
of Mark Carrington, Vincent Puccio, and Travis Washko. Mark Carrington is the Chairman of the Audit Committee. In addition, our Board
has determined that Mark Carrington is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the
Securities Act of 1933, as amended, or the Securities Act. The Audit Committee's duties, which are specified in our Audit Committee
Charter, include, but are not limited to:

 reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our annual disclosure report;

 discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;

 discussing with management major risk assessment and risk management policies;

 monitoring the independence of the independent auditor;

 verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

 reviewing and approving all related-party transactions;

 inquiring and discussing with management our compliance with applicable laws and regulations;

 pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;

 appointing or replacing the independent auditor;

 determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

 establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and

 approving reimbursement of expenses incurred by our management team in identifying potential target businesses.

 The audit committee is composed exclusively of
"independent directors" who are "financially literate" as defined under the Nasdaq listing standards. The Nasdaq
listing standards define "financially literate" as being able to read and understand fundamental financial statements, including
a company's balance sheet, income statement and cash flow statement.

 In addition, the Company intends to certify to
Nasdaq that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting,
requisite professional certification in accounting, or other comparable experience or background that results in the individual's
financial sophistication.

 Remuneration Committee

 We have established a Remuneration Committee of
the board of directors to consist of Michael Freed, Michael Dunn, and Vincent Puccio, each of whom is an independent director. Each member
of our Remuneration Committee is also a non-employee director, as defined under Rule 16b-3 promulgated under the Exchange Act, and an
outside director, as defined pursuant to Section 162(m) of the Code. Vincent Puccio is the chairman of the Remuneration Committee. The
Remuneration Committee's duties, which are specified in our Remuneration Committee Charter, include, but are not limited to:

 reviewing, approving and determining, or recommending to our board of directors regarding, the compensation of our executive officers;

 administering our equity compensation plans;

 reviewing and approving, or recommending to our board of directors, regarding incentive compensation and equity compensation plans; and

 establishing and reviewing general policies relating to compensation and benefits of our employees.

 Nominating and Corporate Governance Committee

 We have established a Nominating and Corporate
governance Committee consisting of Michael Dunn, Mark Carrington, and Michael Freed. Michael Dunn is the Chairman of the Nominating and
Corporate Governance Committee. The Nominating and Corporate Governance Committee's duties, which are specified in our Nominating
and Corporate Governance Committee Charter, include, but are not limited to:

 identifying, reviewing and evaluating candidates to serve on our board of directors consistent with criteria approved by our board of directors;

 evaluating director performance on our board of directors and applicable committees of our board of directors and determining whether continued service on our board of directors is appropriate;

 evaluating nominations by stockholders of candidates for election to our board of directors; and

 corporate governance matters.

 Executive Committee

 We have established an Executive Committee consisting
of Raynauld Liang and Tan Yee Siong. The Executive Committee's duties, which are specified in our Executive Committee
Charter, include, but are not limited to:

 reviewing business strategies and plans for the quarter and year; and

 identifying human resource talent for management team.

 Code of Ethics

 Our Board
has adopted a Code of Ethics that applies to all of our employees, including our Chairman, Chief Executive Officer, and Chief Financial
Officer. Although not required, the Code of Ethics also applies to our directors. The Code of Ethics provides written standards that we
believe are reasonably designed to deter wrongdoing and promote honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional relationships, full, fair, accurate, timely and understandable disclosure
and compliance with laws, rules and regulations, including insider trading, corporate opportunities and whistleblowing or the prompt reporting
of illegal or unethical behavior. We will provide a copy of our Code of Ethics, without charge, upon request in writing to Society Pass
Incorporated, 701 S. Carson Street, Suite 200, Carson City, Nevada 89701, Attention: Corp. Secretary. We do not currently have any practices
or policies regarding hedging or offsetting any decrease in the market value of our equity securities.

 Family Relationships

 There are no family relationships among the officers
and directors, nor are there any arrangements or understanding between any of the Directors or Officers of our Company or any other person
pursuant to which any Officer or Director was or is to be selected as an officer or director.

 Involvement in Certain Legal Proceedings

 None of our other directors, executive officers,
significant employees or control persons have been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past
10 years.

 Item 11. Executive Compensation

 Summary Compensation Table

 The following summary compensation table provides
information regarding the compensation paid during our fiscal years ended December 31, 2024 and 2023 to our Chief Officer. We refer to
these individuals as our "named executive officers."

 Name and Principal Position

 Fiscal Year
 Ended

 Salary/
 Bonus ($)

 Stock
 Awards ($)

 Option
 Awards ($)

 Total
 ($)

 Dennis Nguyen,

 $
 —

 $
 —

 $
 —

 $
 —

 Former Chief Executive Officer

 $
 547,500

 $
 —

 $
 1,530,642

 $
 2,078,142

 Raynauld Liang,

 $
 750,000

 —

 $
 —

 $
 750,000

 Chief Executive Officer

 $
 310,281

 —

 $
 445,290

 $
 755,571

 Tan Yee Siong,

 $
 187,500

 $
 —

 $
 —

 $
 187,500

 Chief Financial Officer

 $
 119,533

 $
 22,500

 $
 35,000

 $
 177,033

 Rokas Sidlauskas,

 $
 114,000

 $
 60,000

 $
 —

 $
 174,000

 Chief Marketing Officer

 $
 106,500

 $
 60,000

 $
 —

 $
 166,500

 Patrick Soetanto,

 $
 102,000

 $
 86,000

 $
 —

 $
 188,000

 Chief Operating Officer

 $
 94,000

 $
 86,000

 $
 —

 $
 180,000

 Howie Ng Kar How,

 $
 107,763

 $
 18,000

 $
 —

 $
 125,763

 Chief Technology Officer

 $
 107,211

 $
 18,000

 $
 —

 $
 125,211

 None of our other executives earned compensation
in excess of $100,000 in fiscal years ended December 31, 2024 or 2023 and therefore pursuant to Instruction 1 to Item 402(m)(2) of Regulation
S-K, only the compensation for above are provided.

 Employment Agreements.

 On April 1, 2017 the Company entered into an at-will
employment agreement with Dennis Nguyen, its former Chairman and former Chief Executive Officer. The employment agreement provided for
a monthly salary of $40,000; provided that until the Company had adequate reserves to pay Mr. Nguyen's salary, he may convert any
unpaid salary into common stock of the Company at a share price equal to $250 per share. Mr. Nguyen was also entitled to an annual cash
bonus of $250,000; provided that until the Company had adequate reserves to pay Mr. Nguyen's annual bonus, he may convert any unpaid
bonus into common stock of the Company as described above. Mr. Nguyen was also entitled to participate in all of the other benefits of
the Company which are generally available to office employees and other employees of the Company. Mr. Nguyen was not entitled to any severance
pay. Mr. Nguyen resigned from his position as Chief Executive Officer on October 5, 2023, and all the positions that he held in the Company
and each subsidiary of the Company, effective immediately. Mr. Nguyen's resignation did not result from any disagreement with the
Company. Mr. Nguyen entered into a Transition, Release and Consulting Agreement with the Company that will require Mr. Nguyen to provide
consulting services through December 31, 2025.

 On September 1, 2021 the Company entered into
a 5-year employment agreement with Raynauld Liang, its former Chief Financial Officer and Singapore Country General Manager. The employment
agreement provided Mr. Liang with compensation of (i) an annual base salary of $240,000; (ii) an annual discretionary incentive cash bonus
with a minimum target of 25% of base salary; (iii) 814,950 shares of the Company's common stock (taking into account the Company's
reverse stock split), of which 651,960 shares are subject to vesting over a two-year period; and (iv) all other executive benefits sponsored
by the Company. If a change of control of the Company occurred and if at the time of such change of control the Company's common
stock is trading at a price that is double the initial public offering price, then Mr. Liang would be entitled to a cash bonus equal to
three (3) times his base salary. If Mr. Liang was terminated other than for cause or resigns for good reason, he would be entitled to
receive continued base salary until the earlier of (x) the anniversary date of such termination and (y) the end of the 5-year term of
the employment agreement; provided, however, if the termination is after September 1, 2022, then the period set forth in clause (x) shall
be 18 months from the date of the employment agreement. Mr. Liang may terminate the employment agreement at any time other than for good
reason with 30 days' notice to the Company. On October 5, 2023, the Company entered into another 5-year employment agreement with
Mr. Liang in connection with Mr. Liang's appointment as Chief Executive Officer. Under the employment agreement for his position
as Chief Executive Officer, Mr. Liang will be entitled to an annual base salary of $600,000 and will be eligible to participate in the
Company bonus plan. Mr. Liang will receive 250,000 incentive stock options as equity award.

 On October 5, 2023, the Company entered into a
5-year employment agreement with Mr. Tan Yee Siong, its Chief Financial Officer. Under the employment agreement, Mr. Tan will be entitled
to an annual base salary of $150,000 and will be eligible to participate in the Company bonus plan. Mr. Tan will receive 50,000 incentive
stock options as equity award.

 Outstanding Equity Awards at December 31, 2024

 The following table provides information concerning
outstanding equity awards held by the named executive officers on December 31, 2024.

 Name

 Securities
 Underlying
 Unexercised
 Options
 Exercisable
 (#)

 Securities
 Underlying
 Unexercised
 Options
 Unexercisable
 (#)

 Option
 Exercise
 Price ($)

 Option
 Expiration
 Date

 Shares of
 Stock That
 Have Not
 Vested (#)

 Market
 Value of
 Shares of
 Stock That
 Have Not
 Vested ($)

 Dennis Nguyen

 —

 $
 97.35

 Dec, 2031

 $
 116,717

 On November 16, 2021, the Board of Directors awarded
Dennis Nguyen a 10-year option to purchase 129,685 shares of our common stock at an exercise price of $97.35 as payment for accrued and
unpaid bonuses.

 Director Compensation Table

 The following table provides information concerning
compensation paid to our directors during fiscal year ended December 31, 2024:

 Name

 Fee Earned /

Paid in
 Cash ($)

 Stock
 Awards ($)

 Options ($)

 Others ($)

 Total ($)

 Tan Bien Kiat

 —

 22,846

 —

 —

 22,846

 Jeremy Miller

 —

 22,846

 —

 —

 22,846

 Linda Cutler

 —

 18,783

 —

 —

 18,783

 John Mackay

 —

 18,783

 —

 —

 18,783

 Travis Washko

 —

 —

 —

 Vincent Puccio

 —

 —

 —

 Mark Carrington

 —

 —

 —

 Michael Freed

 —

 —

 —

 Michael Dunn

 —

 —

 —

 Loic Gautier

 —

 —

 —

 Recovery of Erroneously Awarded Compensation

 The Company has adopted a clawback policy in connection
with recovery of erroneously awarded compensation.

 Item 12. Security ownership Certain Beneficial
Owners and Management

 The table below sets forth information regarding
the beneficial ownership of the common stock by (i) our directors and named executive officers; (ii) all the named executives and directors
as a group and (iii) any other person or group that to our knowledge beneficially owns more than five percent of our outstanding shares
of common stock.

 We have determined beneficial ownership in accordance
with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person
has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire
such powers within 60 days. Shares of common stock subject to options that are currently exercisable or exercisable within 60 days of
March 31, 2025 are deemed to be outstanding and beneficially owned by the person holding the options. Shares issuable pursuant to stock
options or warrants are deemed outstanding for computing the percentage ownership of the person holding such options or warrants, but
are not deemed outstanding for computing the percentage ownership of any other person. Except as indicated by the footnotes below, we
believe, based on the information furnished to us, that the persons and entities named in the table below will have sole voting and investment
power with respect to all shares of common stock that they will beneficially own, subject to applicable community property laws. The percentage
of beneficial ownership is based on 4,968,030 shares of common stock outstanding on March 31, 2025.

 The information contained in this table is as
of March 31, 2025. At that date, 4,968,030 shares of our common stock were outstanding.

 Number of Shares
 Beneficially Owned

 Beneficial Ownership
 Percentages

 Name and Address of Beneficial Owner (1)

 Common
 Stock

 Series X
 Super
 Voting
 Preferred
 Stock (2)

 Percent of
 Common
 Stock

 Percent of
 Series X
 Super
 Voting
 Preferred
 Stock

 Percent of
 Voting
 Stock ( 3)

 Officers and Directors

 Raynauld Liang, Chief Executive Officer

 105,534

 2.34
 %

 5.06
 %

 5.33
 %

 Tan Yee Siong, Chief Financial Officer

 4,781

 —

 *

 —

 *

 Tjin Patrick Soetanto, Chief Operating Officer

 56,037

 —

 *

 —

 *

 Rokas, Chief Marketing Officer

 38,490

 —

 *

 —

 *

 Howie Ng Kar How, Chief Technology Officer

 11,111

 —

 *

 —

 *

 Travis Washko, Director

 3,373

 —

 *

 —

 *

 Mark Carrington, Director

 3,600

 Vincent Puccio, Director

 —

 *

 —

 *

 Michael Dunn, Director

 2,467

 Michael Freed, Director

 6,560

 —

 *

 —

 *

 Loic Gautier, Director

 16,246

 —

 *

 —

 *

 Officers and Directors as a Group (total of 9 persons)

 249,139

 5.51
 %

 5.06
 %

 5.69
 %

 5% Stockholders

 Blue Jay Capital Limited

 130,015

 —

 2.88
 %

 —

 0.33
 %

 Gopher Limited

 109,580

 —

 2.43
 %

 —
 %

 0.28
 %

 Maroon Capital Limited

 80,814

 —

 1.79
 %

 —

 0.20
 %

 Dennis Nguyen

 N/A

 3,300

 N/A

 83.47
 %

 84.32
 %

 (1)
 The principal address of the
named officers, directors and 5% stockholders of the Company is c/o Society Pass Incorporated, 701 S. Carson Street, Suite 200, Carson
City, NV 89701.

 (2)
 Entitles the holder to 10,000
votes per share and votes with the common as a single class.

 (3)
 Represents total ownership
percentage with respect to all shares of common stock and Series A Super Voting Preferred Stock, as a single class.

 (4)
 Includes (i) 80,814 shares
which are held in the name of Maroon Capital Limited of which Mr. Nguyen has a controlling interest; (ii) 109,580 shares in the name
of Gopher Limited of which Mr. Nguyen has a controlling interest; (iii) 130,015 shares in the name of Blue Jay Capital Limited of which
Mr. Nguyen has a controlling interest and 129,685 shares underlying a 10-year option that has an exercise price of $97.35 that is held
by Mr. Nguyen.

 Securities Authorized for Issuance under Equity
Compensation Plans

 The following table provides information
as of December 31, 2024, regarding our common stock that may be issued under the Plan:

 Plan category:

 Securities to
 be issued
 Upon
 Exercise of
 Outstanding
 Options,
 Warrants,
 and Rights
 (a)

 Average
 Exercise
 Price of
 Outstanding
 Options
 (b)

 Securities
 Remaining
 Available
 for Future
 Issuance Under
 Equity
 Compensation
 Plans
 (Excluding
 Securities
 Reflected in
 column (a))
 (c)

 Equity compensation plans approved by stockholders (1)

 $
 97.35

 $
 12,624,835

 Equity compensation plans not approved by stockholders (2)

 —

 —

 —

 Total

 $
 97.35

 $
 12,624,835

 (1)
 The Society Pass Incorporated
2021 Equity Incentive Plan (the "Plan") permits grants of equity awards to employees, directors, consultants and other independent
contractors. Our board of directors and shareholders have approved a total reserve of 3,133,760 shares for issuance under
the Plan.

 (2)
 Includes all other options
not grated under the Plan.

 Item 13. Certain Relationships and Related
Party Transactions, and Director Independence

 Other than as disclosed below, and except for
the regular salary and bonus payments made to our directors and officers in the ordinary course of business as described in " Item 11. Executive Compensation," there have been no transactions since January 1, 2023, or any currently proposed transaction or series
of similar transactions to which the Company was or is to be a party, in which the amount involved exceeds USD$120,000 and in which any
current or former director or officer of the Company, any 5% or greater shareholder of the Company or any member of the immediate family
of any such persons had or will have a direct or indirect material interest.

 On April 10, 2023, Maroon Capital Limited, an
entity owned and controlled by Dennis Nguyen, our founder and former Chief Executive Officer was issued 546,658 shares of common stock.
See " Item 11. Executive Compensation."

 On October 14, 2023, the Board of Directors compensated
Dennis Nguyen a lump sum consultancy fee and compensation cost of $1,500,000 and $100,000 in cash respectively for consulting service
period from October 5, 2023 to December 31, 2023.

 Item 14. Principal Accounting Fees and Services

 Audit and Non-Audit Fees

 Onestop Assurance PAC ("Onestop")
served as the independent registered public accounting firm to audit our books and accounts for the fiscal years ended December 31, 2024
and 2023. and

 The table below presents the aggregate fees billed
for professional services rendered by Onestop for the years ended December 31, 2024 and 2023.

 2024

 2023

 Audit fees

 $
 379,225

 $
 420,737

 Audit-related fees

 18,000

 11,500

 Total fees

 $
 397,225

 $
 432,237

 In the above table, "audit fees" are
fees billed for services provided related to the audit of our annual financial statements, quarterly reviews of our interim financial
statements, and services normally provided by the independent accountant in connection with regulatory filings or engagements for those
fiscal periods. "Audit-related fees" are fees not included in audit fees that are billed by the independent accountant for
assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. These
audit-related fees also consist of the review of our registration statements filed with the SEC and related services normally provided
in connection with regulatory filings or engagements. "All other fees" are fees billed by the independent accountant for products
and services not included in the foregoing categories.

 Pre–Approval Policy of Services Performed
by Independent Registered Public Accounting Firm

 The Audit Committee's policy is to pre–approve
all audit and non–audit related services, tax services and other services. Preapproval is generally provided for up to one year,
and any pre–approval is detailed as to the particular service or category of services and is generally subject to a specific budget.
The Audit Committee has delegated the pre–approval authority to its chairperson when expedition of services is necessary. The independent
registered public accounting firm and management are required to periodically report to the full Audit Committee regarding the extent
of services provided by the independent registered public accounting firm in accordance with this pre–approval and the fees for
the services performed to date.

 Item 15. Exhibits, Financial Statement Schedules.

 (a) The following documents are filed as part
of this Annual Report:

 (1)
 The financial statements are filed as part of this Annual
Report under " Item
8. Financial Statements and Supplementary Data. "

 (2)
 The financial statement schedules are omitted because they
are either not applicable or the information required is presented in the financial statements and notes thereto under " Item
8. Financial Statements and Supplementary Data. "

 (3)

 The exhibits listed in the following Exhibit Index are filed, furnished or incorporated by reference as part of this Annual Report.

 (b) Exhibits

 EXHIBIT INDEX

 Exhibit No.

 Description

 3.1

 Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement No. 333-258056, initially filed on July 20, 2021).

 3.2

 Amended Bylaws of The Company (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement No. 333-258056, initially filed on July 20, 2021).

 3.3

 Certificate of Designation of Series A Convertible Preferred Stock incorporated by reference to Exhibit 3.3 to the Company's Registration Statement No. 333-258056, initially filed on July 20, 2021).

 3.4

 Certificate of Correction of Series A Certificate of Designation filed May 2019 incorporated by reference to Exhibit 3.4 to the Company's Registration Statement No. 333-258056, initially filed on July 20, 2021).

 3.5

 Certificate of Correction to Series A Certificate of Designation filed December 2020 (incorporated by reference to Exhibit 3.5 to the Company's Registration Statement No. 333-258056, initially filed on July 20, 2021).

 3.6

 Certificate of Designation of Series B Convertible Preferred Stock (incorporated by reference to Exhibit 3.6 to the Company's Registration Statement No. 333-258056, initially filed on July 20, 2021).

 3.7

 Certificate of Correction of Series B Certificate of Designation (incorporated by reference to Exhibit 3.7 to the Company's Registration Statement No. 333-258056, initially filed on July 20, 2021).

 3.8

 Certificate of Designation of Series B-1 Convertible Preferred Stock (incorporated by reference to Exhibit 3.8 to the Company's Registration Statement No. 333-258056, initially filed on July 20, 2021).

 3.9

 Certificate of Correction of Series B-1 Certificate of Designation (incorporated by reference to Exhibit 3.9 to the Company's Registration Statement No. 333-258056, initially filed on July 20, 2021).

 3.10

 Certificate of Designation of Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.10 to the Company's Registration Statement No. 333-258056, initially filed on July 20, 2021).

 3.11

 Certificate of Correction of Series C Certificate of Designation (incorporated by reference to Exhibit 3.11 to the Company's Registration Statement No. 333-258056, initially filed on July 20, 2021).

 3.12

 Certificate of Designation of Series C-1 Convertible Preferred Stock (incorporated by reference to Exhibit 3.12 to the Company's Registration Statement No. 333-258056, initially filed on July 20, 2021).

 3.13

 Certificate of Designation for Series X Super Voting Preferred Stock ((incorporated by reference to Exhibit 3.13 to the Company's Registration Statement No. 333-258056, initially filed on July 20, 2021).

 3.14

 Certificate of Amendment to Articles of Incorporation to change the authorized capital of the Company, filed December 4, 2018 (incorporated by reference to Exhibit 3.14 to the Company's Registration Statement No. 333-258056, initially filed on July 20, 2021).

 3.15

 Certificate of Amendment to Articles of Incorporation to change the name of Company, filed October 2, 2018 (incorporated by reference to Exhibit 3.15 to the Company's Registration Statement No. 333-258056, initially filed on July 20, 2021).

 3.16

 Certificate of Amendment to Articles of Incorporation to effect reverse stock split (incorporated by reference to Exhibit 3.16 to the Company's Registration Statement No. 333-258056, initially filed on July 20, 2021).

 3.17

 Certificate of Amendment to Series X Super Voting Preferred Certificate of Designation (incorporated by reference to Exhibit 3.17 to the Company's Registration Statement No. 333-258056, initially filed on July 20, 2021).

 3.18

 Certificate of Change filed with the Secretary of Nevada. (incorporated by reference to Exhibit 3.1 to Company's Current Report filed on Form 8-K, filed on May 1, 2024).

 4.1

 Form of Series C-1 Warrant (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement No. 333-258056, initially filed on July 20, 2021).

 4.2

 Form of Underwriter Warrant (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement No. 333-258056, initially filed on July 20, 2021).

 4.3

 Form of Warrant Agent Agreement between the Company and the Warrant Agent (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement No. 333-262177, initially filed on January 14, 2022).

 4.4

 Form of Underwriter's Warrant (incorporated by reference to Exhibit 4.4 to the Company's Registration Statement No. 333-262177, initially filed on January 14, 2022).

 4.5

 Form of Warrant (incorporated by reference to Exhibit 4.5 to the Company's Registration Statement No. 333-262177, initially filed on January 14, 2022).

 4.6

 Description of Registrant's Securities (incorporated by reference to Exhibit 4.6 to the Company's Annual Report on Form 10-K filed on April 15, 2024).

 10.1

 The Company's 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.16 to the Company's Registration Statement No. 333-258056, initially filed on July 20, 2021).

 10.2

 Employment Agreement dated as of April 1, 2017 between Society Pass Incorporated and Dennis Luan Thuc Nguyen (incorporated by reference to Exhibit 10.4 to the Company's Registration Statement No. 333-258056, initially filed on July 20, 2021).

 10.3

 Employment Agreement dated as of September 1, 2020 between Society Pass Incorporated and Liang Wee Leong Raynauld (incorporated by reference to Exhibit 10.5 to the Company's Registration Statement No. 333-258056, initially filed on July 20, 2021).

 10.4

 Amendment to the Sales Agreement, dated May 25, 2024, by and between Society Pass Incorporated and Ascendiant Capital Markets, LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report filed on Form 8-K filed on May 25, 2024).

 10.5

 Amendment to the Sales Agreement, dated February 13, 2025, by and between Society Pass Incorporated and Ascendiant Capital Markets, LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report filed on Form 8-K filed on February 14, 2025).

 21.1*

 List of Subsidiaries of the Company.

 23.1

 Consent of Onestop Assurance PAC

 31.1*

 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2*

 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1**

 Certifications of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 32.2**

 Certifications of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 97.01

 Clawback Policy

 101*

 104*

 *

 Filed herewith

 **

 Furnished herewith

 Item 16. Form 10-K Summary

 The Company has elected not to include summary
information.

 SIGNATURES

 Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 Date: April 15, 2025

 By:

 /s/ Raynauld Liang

 Raynauld Liang

 Chief Executive Officer

 POWER OF ATTORNEY

 Each individual person whose signature appears
below hereby appoints Raynauld Liang as attorney-in-fact with full power of substitution, severally, to execute in the name and on behalf
of each such person, individually and in each capacity stated below, one or more amendments to this annual report which amendments may
make such changes in the report as the attorney-in-fact acting in the premises deems appropriate, to file any such amendment to the report
with the SEC, and to take all other actions either of them deem necessary or advisable to enable the Company to comply with the rules,
regulations and requirements of the SEC. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/ Raynauld Liang

 Chief Executive Officer

 Raynauld Liang

 (Principal Executive Officer)

 /s/ Tan Yee Siong

 Chief Financial Officer

 Tan Yee Siong

 (Principal Financial and Accounting Officer)

 /s/ Travis Washko

 Travis Washko

 /s/ Loic Gautier

 Loic Gautier

 /s/ Mark Carrington

 Mark Carrington

 /s/ Michael Dunn

 Michael Dunn

 /s/ Michael Freed

 Michael Freed

 /s/ Vincent Puccio

 Vincent Puccio

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