S-1/A 1 sopa1013211forms1a.htm S-1/A

As filed with the Securities and Exchange Commission on October 13, 2021.

Registration No. 333-258056

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Amendment No. 5
To
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
Society Pass Incorporated
(Exact name of registrant as specified in its charter)

Nevada 7389 83-1019155

(State or Other Jurisdiction of Incorporation or Organization)

(Primary Standard Industrial Classification Code Number)

(I.R.S. Employer Identification No.)

     
701 S. Carson Street, Suite 200
Carson City, NV 89701
+65 6518-9382
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)

 

Dennis Nguyen
Chief Executive Officer
Society Pass Incorporated
701 S. Carson Street, Suite 200
Carson City, NV 89701
+65 6518-9382
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Ross D. Carmel, Esq. Mitchell Nussbaum, Esq.
Jeffrey P. Wofford, Esq. Angela M. Dowd, Esq.
Carmel, Milazzo & Feil LLP Loeb & Loeb LLP
55 West 39th Street, 18th Floor 345 Park Avenue
New York, New York 10018 New York, NY 10154
Telephone: (212) 658-0458 Telephone: (212) 407-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting 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 to Section 7(a)(2)(B) of the Securities Act. ☐

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CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered  Proposed
Maximum
Aggregate
Offering Price(1)(2)
  Amount of
Registration Fee
Common Stock, $0.0001 par value per share  $29,900,001.20   $3,262.10 
Warrants to purchase Common Stock to be issued to the Underwriter (3)(4)(5)          
Common Stock issuable upon exercise of Warrants to purchase Common Stock to be issued to the Underwriters (2)(4)  $1,644,500.07   $179.42 
Total  $31,544,501.27   $3,441.52(6)

 

(1)Includes additional shares (15% of the shares being sold in this offering) that may be purchased by the underwriters pursuant to their over-allotment option that may be exercised over a 45 period.
(2)There is no current market for the securities or price at which the shares are being offered. Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
(3)Pursuant to Rule 416 under the Securities Act of 1933, as amended, there is also being registered hereby such indeterminate number of additional shares as may be issued or issuable because of stock splits, stock dividends and similar transactions.
(4)We have agreed to issue to the representative of the several underwriters, who we refer to as the representative, warrants to purchase the number of shares of common stock in the aggregate equal to five percent (5%) of the shares of common stock to be issued and sold in this offering (excluding shares of common stock sold to cover over-allotments, if any). The warrants are exercisable for a price per share equal to 110% of the public offering price.
(5)No fee required pursuant to Rule 457(g).
(6)Previously paid.

    

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated October 13, 2021

PRELIMINARY PROSPECTUS

Society Pass Incorporated

2,888,889 Shares of Common Stock

This is an initial public offering of shares of common stock of Society Pass Incorporated. We are offering 2,888,889 shares of our common stock.

Prior to this offering, there has been no public market for our common stock. The public offering price of the shares in this offering is assumed to be $9.00, the midpoint of an estimated price range of $8.00 to $10.00. We have applied to have our common stock listed on the Nasdaq Capital Market under the symbol “SOPA,” which listing is a condition to this offering. There can be no assurance that we will be successful in listing our common stock on the Nasdaq Capital Market.

 

Upon the completion of this offering, Mr. Dennis Nguyen, our Founder, Chairman and Chief Executive Officer will beneficially own voting stock that provides him with approximately 72.6% of the voting power of our voting stock (approximately 72.0% if the over-allotment option is exercised) and we will be a “controlled company” within the meaning of the listing rules of The Nasdaq Stock Market LLC. 

 

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 13 of this prospectus for a discussion of information that should be considered in connection with an investment in our common stock.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, and we have elected to comply with certain reduced public company reporting requirements.

 

   Per Share    Total 
Initial public offering price $   $ 
Underwriting discounts and commissions (1) $   $ 
Proceeds, before expenses, to us $   $ 

 

(1) We have agreed to reimburse the underwriters for certain expenses. See the section titled “Underwriting” beginning on page 102 of this prospectus for additional disclosure regarding underwriter compensation and offering expenses.

We have granted the representative of the underwriters an option to purchase from us, at the public offering price, up to 433,334 additional shares of common stock, less the underwriting discounts and commissions, within 45 days from the date of this prospectus to cover over-allotments, if any. If the representative of the underwriters exercises the option in full, the total underwriting discounts and commissions payable will be $[*], and the total proceeds to us, before expenses, will be $[*].

The underwriters expect to deliver the shares against payment on or about  , 2021.

Sole Book-Running Manager

MAXIM GROUP LLC

Prospectus dated  , 2021

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Table of Contents

ABOUT THIS PROSPECTUS 3
MARKET DATA 4
PROSPECTUS SUMMARY 5
SUMMARY OF THE OFFERING 12
RISK FACTORS 13
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 28
USE OF PROCEEDS 29
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 30
CAPITALIZATION 31
DILUTION 32
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 33
BUSINESS 52
MANAGEMENT 82
EXECUTIVE COMPENSATION 91
PRINCIPAL STOCKHOLDERS 92
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 93
DESCRIPTION OF SECURITIES 94
Shares Eligible for Future Sale 97
UNDERWRITING 99
EXPERTS 106
LEGAL MATTERS 107
WHERE YOU CAN FIND MORE INFORMATION 107
INDEX TO FINANCIAL STATEMENTS F-1

Through and including  , 2021 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriter and with respect to their unsold allotments or subscriptions.

You should rely only on the information contained in this prospectus or any prospectus supplement or amendment. Neither we, nor the underwriters, have authorized any other person to provide you with information that is different from, or adds to, that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor the underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should assume that the information contained in this prospectus or any free writing prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date. We are not making an offer of any securities in any jurisdiction in which such offer is unlawful.

No action is being taken in any jurisdiction outside the United States to permit a public offering of our common stock or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this public offering and the distribution of this prospectus applicable to that jurisdiction.

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ABOUT THIS PROSPECTUS

Throughout this prospectus, unless otherwise designated or the context suggests otherwise,

  all references to the “Company,” “Society Pass,” “SoPa,” the “registrant,” “we,” “our,” or “us” in this prospectus mean Society Pass Incorporated and its subsidiaries;

 

  assumes an initial public offering price of our common stock of $9.00 per share, the midpoint of the estimated range of $8.00 to $10.00 per share;

 

  “year” or “fiscal year” mean the year ending December 31st;

 

  all common stock information in this prospectus, including the common stock underlying convertible preferred stock gives effect to a 750 for 1 stock split of our common stock, which became effective as of February 10, 2021 and a 1 for 2.5 reverse stock split of our common stock, which became effective as of September 21, 2021; and

 

  all dollar or $ references, when used in this prospectus, refer to United States dollars.

 

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Market Data

Market data and certain industry data and forecasts used throughout this prospectus were obtained from internal company surveys, market research, consultant surveys, publicly available information, reports of governmental agencies and industry publications and surveys. Industry surveys, publications, consultant surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. To our knowledge, certain third-party industry data that includes projections for future periods does not take into account the effects of the worldwide coronavirus pandemic. Accordingly, those third-party projections may be overstated and should not be given undue weight. Forecasts are particularly likely to be inaccurate, especially over long periods of time. In addition, we do not necessarily know what assumptions regarding general economic growth were used in preparing the forecasts we cite. Statements as to our market position are based on the most currently available data. While we are not aware of any misstatements regarding the industry data presented in this prospectus, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this prospectus.

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PROSPECTUS SUMMARY

This summary provides a brief overview of the key aspects of our business and our securities. The reader should read the entire prospectus carefully, especially the risks of investing in our common stock discussed under “Risk Factors.” Some of the statements contained in this prospectus, including statements under “Summary” and “Risk Factors” as well as those noted in the documents incorporated herein by reference, are forward-looking statements and may involve a number of risks and uncertainties. Our actual results and future events may differ significantly based upon a number of factors. The reader should not put undue reliance on the forward-looking statements in this document, which speak only as of the date on the cover of this prospectus.

Unless the context otherwise requires, references in this prospectus to “Society Pass” “the Company,” “we,” “us” and “our” refer to Society Pass Incorporated. Solely for convenience, our trademarks and tradenames referred to in this registration statement, may appear without the ® or ™ symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and tradenames. All other trademarks, service marks and trade names included or incorporated by reference into this prospectus or the accompanying prospectus are the property of their respective owners.

Our Mission

Our mission statement is: Loyalty and Data…that’s what we do.

We are an acquisitions-focused, e-commerce holding company. Since 2018, we developed our unique SoPa branded platform and acquired our #HOTTAB and Leflair ecosystems to facilitate e-commerce transactions between our consumers and our merchants in Southeast Asia (“SEA”) (including Vietnam, Philippines, Indonesia, Singapore, Malaysia, Thailand, Cambodia, Laos, Myanmar, and Brunei) and South Asia (including India, Bangladesh, Sri Lanka, the Maldives, Nepal, Bhutan, and Pakistan). Our marketing platform empowers small and medium enterprises (“SMEs”) to benefit from e-commerce opportunities in developing and frontier markets across SEA and South Asia, driving job-creation and economic growth in two of the world’s most dynamic regions. We intend to 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. As more merchants and consumers in SEA and South Asia register on our Society Pass platform, more transaction data is generated. With more data generation, there are more opportunities for creating loyalty from consumers to merchants.

Our Company 

We acquire and operate e-commerce platforms and mobile applications through our direct and indirect wholly or majority-owned subsidiaries, including but not limited to Society Technology LLC, SoPa Technology Pte Ltd, SoPa Cognitive Analytics Pte Ltd, Sopa Technology Co Ltd, HOTTAB Pte Ltd and HOTTAB Vietnam Co Ltd. Along with HOTTAB Asset Vietnam Co Ltd (currently wholly-owned by one employee of HOTTAB Vietnam Co Ltd and contractually operated by HOTTAB Vietnam Co Ltd), these eight companies form the Society Pass Group (the “Group”). The Group currently markets to both consumers and merchants in Vietnam while maintaining an administrative headquarters in Singapore. We recently acquired an online lifestyle platform of Leflair branded assets (the “Leflair Assets”) as more fully described in “Business – Leflair” and have integrated the Leflair assets with the Society Pass ecosystem. After the completion of our initial public offering (“IPO”), we intend to expand our e-commerce ecosystem throughout the rest of SEA and South Asia by making selective acquisitions of leading e-commerce companies and applications with particular focuses on Philippines, Indonesia, India and Bangladesh.

Our business currently comprises of seven e-commerce interfaces which are divided into two segments: a consumer facing segment targeting consumers and a merchant facing segment targeting merchants. The consumer facing segment includes SoPa Loyalty App, SoPa.asia Loyalty Marketplace website, Leflair Lifestyle App, and Leflair Lifestyle Marketplace website. The merchant facing segment includes #HOTTAB Biz App, #HOTTAB POS App and Hottab.net admin website (these e-commerce interfaces comprising both the consumer facing and the merchant facing segments are collectively referred to in this prospectus as the “Platform”). Our loyalty-focused and data-driven e-commerce marketing platform interfaces connect consumers with merchants in the food & beverage (“F&B”) and lifestyle sectors, assisting local brick-and-mortar businesses to access new customers and markets to thrive in an increasingly convenience-driven economy. Our 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.

Our consumer facing segment includes “SoPa” and “Leflair” brands.

 

The SoPa services offered in our consumer facing segment include the SoPa.asia Loyalty Marketplace website and SoPa Loyalty App, which feature:

 

•  Location-based homepage. Based on consumers’ location, nearby SMEs and exclusive offers are selected and displayed on the Homepage for a smooth, user-friendly interaction.

 

•  Search/review. Our smart search engine, which allows consumers to search/review their favorite restaurants and cafes among tens of thousands of choices. Our ratings improve merchant customer service and product quality.

 

•  Merchant spotlight. Featured restaurants, cafes and bars get customized banners on SoPa.asia homepage, making it easier for consumers to discover and purchase from these merchants.

 

Cash/cashless payments. Consumers can decide on either cash or cashless payments.  Payment integration partners (Momo, VNT, VTC, Zalo and Paytec), allow for fast and secure payments anytime and anywhere. Or users can pay by cash or with Society Points. Also, consumers can review purchase history.

 

Delivery. Consumers can place orders for delivery, pickup, or order entirely in store. Our delivery partners offer seamless delivery of product from merchant to consumer’s home or office at the touch of a button.

 

Society Points (expected to be launched in 4Q 2021). Beginning in 4Q 2021 with the expected launch of our loyalty points product, consumers shall earn Society Points, which can be redeemed at thousands of merchant locations. Personalized deals from merchants they love, where they can freely and easily spend their Society Points.

 

Leflair services includes Leflair.com Lifestyle Marketplace and Leflair App which feature:

 

•  Premium brand access. Will provide access to more than 2,500 premium Vietnamese and international brands in the fashion and accessories, beauty, personal care, home and lifestyle markets.

 

•  Flash sales events. Will have highlighted flash sales events daily with a curated selection of premium brands, all with guaranteed authenticity.

 

•  Premium packaging. Sold with premium packaging and brand specific content.

 

•  Customized searches. Filter and search program designed to optimize user experience.

 

Our merchant facing segment includes Hottab.net admin website, #HOTTAB Biz App and #HOTTAB POS App,

 

The Hottab.net admin website features the following services for merchants:

 

•  Ordering/Payment. Merchants track their order history and accept all forms of payment methods, including Society Points, as well as review their payment history.

 

•  Offers and Promotions. Merchants easily create bundle offers or any kind of promotion. By awarding Society Points, merchants incent purchases without sacrificing margins.

 

•  Merchant Partnership Program. This value-added program is designed to optimize costs and increase revenues for our Merchants through a combination of personalized branding tools, joint marketing campaigns, and special vendor financing program.

 

Vendor Financing. Buy directly from featured suppliers with built-in financing, payment, and delivery management. Financing up to 100 million VND.

 

#HOTTAB Biz App features the following services for merchants:

 

•  Connect with consumers. Merchants receive order details the instant consumers place an order on SoPa Loyalty application and SoPa.asia Marketplace. Merchants can also communicate with consumers via the integrated chatbox function.

 

•  Menu and Loyalty Management. Merchants upload dish description, pictures, detailed menus directly from their smartphone. Multilingual option available for all of #HOTTAB merchants. Merchants can also create any kind of promotion and have full control to allocate Society Points at all levels.

 

•  Order Management. Order summary, consumers’ details, payment method, delivery method, etc. are all available on #HOTTAB Biz so merchants can easily manage their orders anytime, anywhere

 

#HOTTAB POS APP features the following products and services for merchants:

 

•  Remote Management. Though our software, business owners, shareholders and managers can choose a time to receive daily report about their business including number of orders, daily and monthly revenue, revenue by cash/card, discounted amount, etc.

 

•  Operation Management. Through our POS software, managers can assign tier to staff and what they can access on the system. They can track orders, inventory, while also manage daily operation, table reservations. We bundle and sell our POS software solutions together with devices such as POS machines and remote receipt printers that are manufactured by others and for which we receive a commission on sales. We do not currently manufacture any products.

 

•  #HOTTAB Mobile Payment Device (expected to be launched in 1H 2022). We expect to manufacture and sell Hottab mobile payment devices beginning in 1H 2022.  The devices will allow customers to pay directly anywhere in the merchant’s business where they are located.

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Branded as “#HOTTAB”, our merchant facing business helps merchants increase revenues and streamline costs with an online and multilingual store front, fully integrated POS software solution, joint marketing program, payment infrastructure, loyalty administration, customer profile analytics, and SME financing packages. Through #HOTTAB Biz App, #HOTTAB POS and Hottab.net merchant administration website interfaces, #HOTTAB functions both online and offline and facilitates transactions, orders, voucher redemption, and rewards. Merchants only need a smart device in order to quickly access our #HOTTAB product ecosystem. In addition, our Customer Care department provides attentive after-sales service.

We expect to launch in the fourth quarter of 2021 our unique merchant agnostic and universal loyalty points, branded as “Society Points.” We believe that Society Points will create permanent customer loyalty for merchants through the issuance and redemption of Society Points with unique and personalized deals. After the launch of Society Points, consumers will be able to use their Society Points at merchant locations initially throughout Vietnam and then we expect to expand availability of Society Points throughout SEA and South Asia See “Business —Loyalty Points —Society Points”).

As of October 13, 2021, we have onboarded over 1.5 million registered consumers and over 3,500 registered merchants/brands onto our Platform.

Strategic Partners

The Company has entered into agreements with the following Vietnamese companies to provide essential services to the Platform:

Dream Space Trading Co. Ltd  (“Handy Cart”), Lala Move Vietnam Co. Ltd  (“Lala Move”) and Tikinow Smart Logistics Co. Ltd (“Tikinow”) provides delivery services for the Platform; VTC Technology and Digital Content Company  (“VTC Pay”), Media Corporation (Vietnam Post Telecommunication Media)  (“VNPT Pay”), Zion Joint Stock Company (“Zalo Pay”), Online Mobile Service Joint Stock Co. (“Momo”) provides payment integration services to the Platform that allows merchants to process transactions with consumers; SHBank Finance Co. Ltd  (“SHB”) provides vendor financing to merchants on the Platform; and Triip Pte. Ltd (“Triip”) provides travel agency services to the Platform (these companies are collectively referred to in this prospectus as (“Strategic Partners”).

Our Competitive Strengths

Powerful and Integrated Ecosystem. Our ecosystem serves both consumers and merchants in ways that are designed to maximize value creation and enhance shopping experience. Our ecosystem consists of multiple highly integrated and synergistic-driven verticals. We have the ability to leverage our verticals within our ecosystem to create multiple touch points for consumers and merchants and service them more efficiently.

Unique Loyalty Program. Beginning in the fourth quarter of 2021, we expect to launch our foundational core product, Society Points, to create permanent loyalty between consumers and merchants as well as to our Platform. Merchant and location agnostic, we believe that Society Points will help solve a significant dilemma for many merchants: how to efficiently generate loyalty from existing customers and inexpensively market to new consumers.

Attractive Markets. We currently operate predominantly in Vietnam, which is one of the fastest growing economies in the world. As we continue to opportunistically acquire market leading e-commerce platforms and scale up our operations, we intend to expand to other countries in SEA, especially the Philippines, Indonesia, and South Asia, which possess solid economic fundamentals, fast growing middle classes, favorable demographic trends and accelerating adoption of mobile technology.

Experienced Management Team. Our executives and directors possess combined decades of professional expertise in operational, marketing, software development and financial experience in Asia.

 

Corporate Structure

Society Pass Incorporated (formerly named Food Society, Inc.) is a Nevada corporation that was incorporated on June 22, 2018. We operate solely through the Group. Summaries of each Group member are provided below.

Society Technology, LLC, a Nevada limited liability company formed on January 24, 2019, is owned by 100% by Society Pass Incorporated. Society Technology, LLC owns all intellectual property rights to copyrightable, patentable, and other protectable matter in our business, including trademarks.

SoPa Technology Pte Ltd, a company limited by shares incorporated under the laws of Singapore on June 06, 2019, is owned by 85% by Society Pass Incorporated. Society Technology Pte Ltd manages the Group’s operating activities in SEA countries and South Asia.

SoPa Cognitive Analytics Private Limited, a company limited by shares incorporated under the laws of India on February 05, 2019, is owned by 100% by Society Technology Pte Ltd. SoPa Cognitive Analytics Private Limited operates the Group’s technology and software development in India.

Sopa Technology Co Ltd, a company limited by shares incorporated under the laws of Vietnam on October 1, 2019, is owned 100% by Society Technology Pte Ltd. Sopa Technology Co Ltd operates the Group’s consumer facing business in Vietnam.

HOTTAB Pte Ltd, a company limited by shares incorporated under the laws of Singapore on January 17, 2015, is owned 100% by Society Technology Pte Ltd. HOTTAB Pte Ltd manages the Group’s regional merchant facing business in SEA countries and South Asia.

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HOTTAB Vietnam Co Ltd, a company limited by shares incorporated under the laws of Vietnam on April 17, 2015, is owned 100% by HOTTAB Pte Ltd. HOTTAB Vietnam Co Ltd manages the Group’s merchant facing business in Vietnam.

 

HOTTAB Asset Vietnam Co Ltd, a company limited by shares incorporated under the laws of Vietnam on July 25, 2019, is currently wholly-owned by Ngo Cham, an employee of HOTTAB Vietnam Co Ltd. HOTTAB Asset Vietnam Co Ltd manages the Group’s website and apps in Vietnam via a contractual relationship. All profits accrued by HOTTAB Asset Vietnam Co Ltd are paid as management fees to HOTTAB Vietnam Co Ltd. HOTTAB Vietnam Co Ltd has an irrevocable call option to acquire 100% of the equity of HOTTAB Asset Vietnam Co Ltd.

 

Going Concern

 

The Company suffered from a working capital deficit and accumulated deficit of $3,039,179 and $16,792,967 at June 30, 2021. The Company incurred a continuous net loss of $4,205,656 during the six months ended June 30, 2021. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders. Management believes the Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

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 and South Asia. SEA and South Asia are large economies and, as of 2020, their respective gross domestic products (“GDP”) were US$3.1 trillion and US$3.5 trillion, respectively. In comparison, the respective GDP for both the European Union (“EU”) and the United States (“US”) totaled US$15 trillion and US$20.8 trillion in 2020. SEA has experienced rapid economic growth rates in recent years, far exceeding growth in major world economies such as Japan, the EU and the US. According to the International Monetary Fund (“IMF”) since 2010, SEA has averaged 4.6% GDP growth, compared to 0.7% for Japan, 0.8% for the EU and 1.7% for the US. Vietnam’s GDP growth averaged 6.1% from 2011 to 2020 and is expected to average 7% for the next five years. The size of Vietnam’s economy grew from US$39 billion in 2000 to US$340 billion in 2020 and is projected to reach US$530 billion by 2025. SMEs are a dynamic, driving force in Vietnam’s economy, contributing 40% to its GDP last year. Similarly, according to IMF, South Asia has averaged 5.2% annual GDP growth since 2010 with the size of the economy of South Asia growing from US$2 trillion in 2010 to US$3.3 trillion in 2020.

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Both SEA and South Asia continue to enjoy robust population growth. The United Nations Population Division estimates that the population of the SEA countries in 2000 was approximately 525 million people growing to 668 million in 2020. Vietnam has a population of approximately 98 million people today compared to 80 million people in 2000.1 According to the United Nations, the population of South Asia totaled 1.9 billion people in 2020 with 1.3 billion people in India alone.

This population growth is driving rising levels of urbanization. Mirroring the demographic trends in China more than 25 years ago, Vietnamese are moving to cities in greater numbers. In the past two decades, Vietnam’s urbanization rate has increased steadily at approximately 3% per year since 2000, with 36% of the population now living in cities. By comparison, India’s urban population has increased over 2% per year since 2000, with 34% of India’s population living in cities. India’s capital, New Delhi, adds almost a million new inhabitants a year.

This urbanization trend is highly correlated with the growth of the middle class. Simply put, urbanization drives middle class consumption demand. According to the World Bank, Vietnam’s middle class currently accounts for 13% of the population and is expected to reach 26% by 2026. Fitch Solutions predicts that Vietnam’s real household spending will expand at an annual average annual growth rate of 7.5% year-on-year from 2021 to 2024. Fitch Solutions notes that India’s middle-class households are growing, with 36.6 million households expected to earn a net income of more than US$10,000 by 2024, placing India firmly in the middle-income bracket category.

And despite the ongoing effects from the Covid-19 pandemic, the Internet economy continues to boom in SEA and South Asia. 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 food delivery adoption and usage surged with the total value of goods and services sold via the Internet, or gross merchandise value (“GMV”), in SEA, expected to reach more than US$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 US$300 billion by 2025.

Vietnam’s mobile penetration rate has reached 95% in city areas and among SEA countries, Vietnamese consumers spend the most time online for personal purposes, just after Singaporean users. According to Google Temasek e-Conomy SEA 2020 Report, total GMV of e-Commerce spending in Vietnam is currently US$ 14 billion and is forecast to grow to over US$ 50 billion by 2025.

With more than half a billion Internet subscribers, South Asia contains some of the largest and fastest growing markets for digital consumers, and the rapid growth has been propelled by public and private sector India and Bangladesh lead the charge in Internet adoption, and it is expected that by 2025 close to two thirds of consumers in these markets will be using mobile internet. As consumers in these markets look increasingly towards online platforms to shop, the total value of internet-based transactions has grown tremendously and is expected to keep doing so. Total GMV of South Asia’s Internet economy is expected to skyrocket from US$74 billion in 2020 to US$210 billion in 2025.

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

During the fiscal years ended December 31, 2020 and 2019, we recorded revenues of $40,719 and $7,315, respectively, from Aryaduta Hospitality & Leisure Group, which in fiscal years ended December 31, 2020 and 2019 accounted for approximately 75% and 70% of our revenues, respectively.

We incurred net losses of $3,827,988 and $7,298,428 in fiscal years ended December 31, 2020 and 2019, respectively. The Company incurred continuous net loss of $4,205,656 during the six months ended June 30, 2021.

Recent Developments

Effects of COVID-19 Outbreak. In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”. A significant outbreak of COVID-19 and other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide.

1See the United Nations 2019 Revision of World Population Prospects.

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We are monitoring the global outbreak and spread of the novel strain of coronavirus (COVID-19) and taking steps in an effort to identify and mitigate the adverse impacts on, and risks to, our business posed by its spread and the governmental and community reactions thereto. The current outbreak of COVID-19 has globally resulted in loss of life, business closures, restrictions on travel, and widespread cancellation of social gatherings. The extent to which the COVID-19 pandemic impacts our business will depend on future developments, which are highly uncertain and cannot be predicted at this time, including:

 

• new information which may emerge concerning the severity of the disease in Vietnam and SEA;

 

• the duration and spread of the outbreak;

 

• the severity of travel restrictions imposed by geographic areas in which we operate, mandatory or voluntary business closures;

 

• regulatory actions taken in response to the pandemic, which may impact merchant operations, consumer and merchant pricing, Dasher pay, and our product offerings;

 

• other business disruptions that affect our workforce;

 

• the impact on capital and financial markets; and

 

• actions taken throughout the world, including in markets in which we operate, to contain the COVID-19 outbreak or treat its impact. 

 

In addition, the current outbreak of COVID-19 has resulted in a widespread global health crisis and adversely affected global economies and financial markets, and similar public health threats could do so in the future. Such events have impacted, and could in the future impact, demand for merchants and consumer purchase patterns, which in turn, could adversely affect our revenue and results of operations.

The spread of COVID-19 has caused us to modify our business practices, including employee travel, employee work locations in certain cases, and cancellation of physical participation in certain meetings, events and conferences and further actions may be taken as required or recommended by government authorities or as we determine are in the best interests of our employees, customers and other business partners. We are monitoring the global outbreak of the pandemic, in SEA, especially Vietnam and are taking steps in an effort to identify and mitigate the adverse impacts on, and risks to, our business posed by its spread and the governmental and community reactions thereto. See “Risk Factors--Our business may be materially adversely affected by the recent coronavirus (COVID-19) outbreak”.

Stock Split. On February 10, 2021, the Company effected a 750 for 1 stock split of its issued and outstanding common stock (the “Stock Split”) by filing an amendment of the Company’s Articles of Incorporation with the Secretary of State of the State of Nevada. As a result of the Stock Split, the number of shares of common stock issued and outstanding and the number of shares of common stock that each share of our convertible preferred stock is convertible into was increased by a multiple of 750. The amount of authorized common stock of the Company and the amount of issued and authorized preferred stock of the Company were not impacted by the Stock Split. The Company has retrospectively adjusted the 2020 and 2019 financial statements for earnings per share and share amounts as a result of the Stock Split.

Preferred Stock Issuances. On November 6, 2018, we sold 8,000 shares of our Series A Convertible Preferred Stock (the “Series A Preferred Stock”) for a purchase price of $8,000,000; between October 5, 2018 and September 2020, we sold 2,548 shares of our Series B Convertible Preferred Stock (the Series B Preferred Stock”) for an aggregate purchase price of $3,412,503; between April 22, 2019 and September 30, 2020, we sold 160 shares of our Series B-1 Convertible Preferred Stock (the Class B-1 Preferred Stock”) for an aggregate purchase price of $466,720; between October 18, 2019 and August 25, 2021, we issued 1,247 shares of our Series C Convertible Preferred Stock (the “Class C Convertible Stock”) for an aggregate purchase price of $7,251,961; and between May 31, 2020 and August 25, 2021, we issued 9,254 shares of our Series C-1 Convertible Preferred Stock (the “Class C-1 Preferred Stock” and together with the Series A Preferred Stock, the Series B Preferred Stock, the Series B-1 Preferred Stock and the Series C Preferred Stock, the “Convertible Preferred Stock”) for a purchase price of $3,697,680.

Acquisition of Certain Leflair Assets. On February 16, 2021 SoPa Technology Pte Ltd acquired certain e-commerce assets from Goodventures Sea Limited (“Goodventures”) pursuant to an Asset Purchase Agreement dated February 16, 2021 (the “Leflair Purchase Agreement”) for an aggregate purchase price of $200,000 payable in installments until April 16, 2021 and 1,500 ordinary shares of SoPa Technology Pte Ltd payable by April 16, 2021, which shares represent 15% of the outstanding share capital of SoPa Technology Pte Ltd. The assets acquired by SoPa Pte Ltd under the Leflair Purchase Agreement were substantially all of the assets of an online retail platform that carried the “Leflair” brand name and included a Leflair e-commerce website, Leflair iOs and Android Apps, and backend end infrastructure as well as marketing properties including a customer list and social media pages. In addition, SoPa Technology Pte Ltd acquired intellectual property such as Leflair logos, trademarks and brands.

Series X Super Voting Preferred Stock. During August and September 2021, we issued 3,300 shares of our Series X Super Voting Preferred Stock (the “Super Voting Preferred Stock”) to our Founder, Chairman and Chief Executive Officer, Mr. Dennis Nguyen and 200 shares of our Super Voting Preferred Stock to our Chief Financial Officer, Mr. Raynauld Liang. The Super Voting Preferred Stock entitles its holder to 10,000 votes per share and votes with our 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. 

Reverse Stock Split. On September 21, 2021, the Company effected a 1 for 2.5 reverse stock split of its issued and outstanding common stock (the “Reverse Stock Split”) by filing an amendment of the Company’s Articles of Incorporation with the Secretary of State of the State of Nevada. No fractional shares were issued as a result of the Reverse Stock Split. Any fractional shares that would have resulted from the Reverse Stock Split were rounded up to the nearest whole share. As a result of the Reverse Stock Split, the number of shares of common stock issued and outstanding and the number of shares of common stock that each share of our convertible preferred stock is convertible into was decreased by dividing each such number by 2.5. The amount of authorized common stock of the Company and the amount of issued and authorized preferred stock of the Company were not impacted by the Reverse Stock Split. The Company has retrospectively adjusted the 2021 interim financial statements and 2020 and 2019 audited financial statements for earning per share and share amounts as a result of the Reverse Stock Split.

Society Pass Incorporated 2021 Equity Incentive Plan. On September 23, 2021, we adopted the Society Pass Incorporated 2021 Equity Incentive Plan (the “Plan”), which was approved by both our Board of Directors (the “Board”) and our stockholders. Under the Plan, the Company may grant incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards. Awards of up to 3,133,760 shares of common stock to Company employees, officers, directors, consultants, and advisors are available under the Plan. The type of grant, vesting provisions, exercise price, and expiration dates are to be established by the Board or management at the date of grant. 

 

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Summary 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 the section of this prospectus titled “Risk Factors,” which begins on page 13 of this prospectus. 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 research and development, marketing, sales and client support efforts on a competitive basis our business could be adversely affected;

• Delays in the implementation of or lack of consumer acceptance of Society Points could have a material adverse effect on our business;

• 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 of the merchants included in 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 may 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 the Asia Pacific region;

• Many of the economies in SEA countries and South Asia 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;

• Our business will be exposed to foreign exchange risk;

• If inflation increases significantly in SEA or South Asia countries it could adversely affect our profitability;

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

• Our business may be materially adversely affected by the recent coronavirus (COVID-19) outbreak;

• 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;

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

• Our management will have broad discretion over the use of any net proceeds from this offering and you may not agree with how we use the proceeds, and the proceeds may not be invested successfully;

• Investors in this offering may experience future dilution as a result of this and future equity offerings;

• There is no active public trading market for our common stock and we cannot assure you that an active trading market will develop in the near future;

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

• 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.

Information Regarding our Capitalization

As of October 13, 2021, we have 11,640,750 shares of common stock issued and outstanding, of which Dennis Nguyen, our Chief Executive Officer and Chairman, has beneficial ownership of 7,225,500 shares through three entities that he controls and attribution of 360,000 shares owned by an immediate family member. We also have 8,000 shares of Series A Preferred Stock; 2,548 shares of Series B Stock; 160 shares of Series B-1 Preferred Stock; 1,552 shares of Series C Preferred Stock and 13,984 shares of Series C-1 Preferred Stock. Each series of Convertible Preferred Stock, other than the Series A Preferred Stock will automatically convert into one share of the Company’s common stock upon the consummation of this offering. Upon the consummation of this offering, the Series A Preferred Stock will automatically convert into a number of shares of the Company’s common stock determined by dividing the stated value of the Series A Preferred Stock by the initial public offering price. We have also issued 3,300 shares of our Super Voting Preferred Stock to our Chief Executive Officer and 200 shares of our Super Voting Preferred Stock to our Chief Financial Offer. Each share of Super Voting Preferred Stock entitles the holder thereof to 10,000 votes per share, but does not entitle the holder to any dividend, liquidation, conversion or redemption rights. Additional information regarding our issued and outstanding securities may be found under “Market for Common Equity and Related Stockholder Matters” and “Description of Securities

Unless otherwise specifically stated, information throughout this prospectus does not assume the exercise of outstanding options or warrants to purchase shares of our common stock.

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Corporate Information

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

 

Our corporate website address is www.thesocietypass.com. The website for our lifestyle marketplace is www.leflair.com. The website for our loyalty marketplace is www.sopa.asia. The website for our merchant facing business is www.hottab.net. The information included on our websites are not part of this prospectus.

Implications of Being an Emerging Growth Company

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). We will remain an emerging growth company until the earlier of (i) 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; (ii) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under applicable SEC rules. We expect that we will remain an emerging growth company for the foreseeable future, but cannot retain our emerging growth company status indefinitely and will no longer qualify as an emerging growth company on or before 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. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from specified disclosure requirements that are applicable to other public companies that are not emerging growth companies.

These exemptions include:

• being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;

• not being required to comply with the requirement of auditor attestation of our internal controls over financial reporting;

• not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements; 

• reduced disclosure obligations regarding executive compensation; and

• not being required to hold a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We have taken advantage of certain reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.

An emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected to avail ourselves of this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the dates on which adoption of such standards is required for other public reporting companies.

We are also a “smaller reporting company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and have elected to take advantage of certain of the scaled disclosure available for smaller reporting companies.

Controlled Company 

 

Upon the completion of this offering, Mr. Dennis Nguyen, our Founder, Chairman and Chief Executive Officer will beneficially own voting stock that provides him with approximately 72.6% of the voting power of our voting stock (approximately 72.0% if the over-allotment option is exercised) and we will be a “controlled company” within the meaning of the listing rules of The Nasdaq Stock Market LLC.

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 Nasdaq Marketplace Rules.

For so as we are a controlled company under that definition, we are permitted to 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 chief executive officer 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.

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SUMMARY OF THE OFFERING 

   
Common stock offered by us 2,888,889 shares.
   
Common stock outstanding
prior to the offering
11,640,750 shares.
   
Common stock to be outstanding
after the offering (1)
20,891,728 (21,325,062 shares if the underwriters exercise their option to purchase additional shares in full).
   
Over-allotment option
of common stock offered by us
The underwriters have a 45-day option to purchase up to additional shares of common stock solely to cover over-allotments, if any.
   
Use of Proceeds

We estimate that the net proceeds from our issuance and sale of 2,888,889 shares of common stock in this offering will be approximately $23,320,000 ($26,927,500 if the underwriter exercises the over-allotment option in full), assuming an offering price of $9.00 per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and offering expenses payable by us. The principal purposes of this offering are to increase our capitalization and financial flexibility, increase our visibility in the marketplace and create a public market for our common stock. As of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds to us from this offering. However, we currently intend to use the net proceeds to us from this offering to hire additional employees, including executive officers, software developers, logistics operations staff, sales and marketing professionals, and for general corporate purposes, including working capital, operating data centers, leasing technology platforms and sales and marketing activities, as well as funding certain acquisitions of e-commerce companies in the F&B, beauty and travel industries in SEA and South Asia. The Company is under discussions with a number or potential acquisition targets. See “Use of Proceeds” beginning on page 29.

 
Proposed Listing We have applied to have our common stock listed on the Nasdaq Capital Market under the symbol “SOPA” which listing is a condition to this offering
   
Lock-up agreements Our executive officers and directors and any holder of 5% or more of the outstanding shares of common stock of the Company have agreed with the underwriters not to sell, transfer or dispose of any shares or similar securities for 180 days following the effective date of the registration statement for this offering. For additional information regarding our arrangement with the underwriters, please see “Underwriting.”
   
Transfer Agent Securities Transfer Corporation.
   
Risk Factors You should carefully consider the information set forth in this prospectus and, in particular, the specific factors set forth in the “Risk Factors” section beginning on page 15 of this prospectus before deciding whether or not to invest in shares of our common stock.
   
(1) Does not include (i) 144,445 shares of common stock issuable upon the exercise of the underwriters’ warrants; or (ii) 1,178,700 shares of common stock that are issuable upon conversion of the 3,929 shares of Series C-1 Preferred Stock that are underlying warrants that are exercisable at an exercise price of $420 per share; but does include 6,362,089 shares of our common stock that will be issued upon the automatic conversion of the Convertible Preferred Stock as a result of the closing of this offering.
 
On February 10, 2021 we effected a 750 for 1 stock split of the issued and outstanding shares of our common stock (the “Stock Split”). As a result of the Stock Split, the number of shares of common stock issued and outstanding and the number of shares of common stock that each share of preferred stock is convertible into was increased by a multiple of 750. Except as otherwise indicated, all of the common stock information in this prospectus gives effect to the Stock Split.
 

On September 21, 2021 we effected a 1 for 2.5 reverse stock split of the issued and outstanding shares of our common stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, the number of shares of common Stock issued and outstanding and the number of shares of common stock that each share of preferred stock is convertible into was decreased by dividing each such number by 2.5. Except as otherwise indicated, all of the common stock information in this prospectus gives effect to the Stock Split. No fractional shares were issued as a result of the Reverse Stock Split. Any fractional shares that would have resulted from the Reverse Stock Split were rounded up to the nearest whole share.

   

 

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RISK FACTORS

Our business is subject to many risks and uncertainties, which may affect our future financial performance. If any of the events or circumstances described below occur, our business and financial performance could be adversely affected, our actual results could differ materially from our expectations, and the price of our stock could decline. The risks and uncertainties discussed below are not the only ones we face. There may be additional risks and uncertainties not currently known to us or that we currently do not believe are material that may adversely affect our business and financial performance. You should carefully consider the risks described below, together with all other information included in this prospectus including our financial statements and related notes, before making an investment decision. The statements contained in this prospectus that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline, and investors in our securities may lose all or part of their investment.

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, 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, 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” and “#HOTTAB” brand names’ 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 under-capitalization, cash shortages, limitations with respect to personnel, financial, and other resources and lack of revenues.

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 limited revenue-producing operations and will require the proceeds from this offering to execute its full business plan. The Company believes the proceeds from this offering will be sufficient to develop its initial 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, 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 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 a large 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 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.

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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 does not have sufficient resources to maintain research and development, 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 research and development, marketing, sales, and client support. The Company may not have sufficient resources to maintain research and development, 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 consumer’s lifestyle 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 the entire lifestyle ecosystem. 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.

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Delays in the implementation of or lack of consumer acceptance of Society Points could have a material adverse effect on our business

We expect to launch Society Points in the fourth quarter of 2021 which will be a significant component to our Sopa consumer facing platform. However, if such launch is delayed or there is not the expected consumer acceptance of Society Points by consumers, our business and financial prospects could be materially and adversely affected.

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

We seek to generate a high volume of traffic and transactions through its 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 its ability to attract and retain large numbers of users who transact sales on its 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 the Platform or timely expand and upgrade our systems and infrastructure to accommodate such increases in a timely manner. Any failure to expand or upgrade its systems could have a material adverse effect on the Company’s business, results of operations and financial condition.

The Company’s uses internally developed systems to operate its service and for transaction processing, including collections processing. 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. 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.

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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 out 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 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 countries and South Asia. 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.

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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.

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 businesses, technologies, platforms, services, or products that the Company believes are strategic. The Company currently has no understandings, commitments or agreements with respect to any material acquisition and no material acquisition is currently being pursued. There can be no assurance that the Company will be able to identify, negotiate, or finance future acquisitions successfully, 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 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 such future 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, 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.

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Illegal Use of our Platform by 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 and South Asia. 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

Most of our revenues are derived from SEA and South Asia countries. As a result, our business is subject to the economic, political and legal environment in SEA and South Asia countries. The economies of SEA and South Asia 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 and South Asia countries’ 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.

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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 and South Asia regions 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 countries and South Asia 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 and South Asia 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 most of our revenue from the operations of our Platform in Vietnam and expect to derive our revenue from SEA and South Asia. Our functional currencies will by necessity be the currencies of the countries of SEA and South Asia. 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.

Some of the currencies of the countries of SEA and South Asia are not freely convertible. The foreign exchange management regime of many SEA and South Asia countries has transitioned from a system of fixed multiple exchange rates controlled by the state banks to a system of flexible exchange rates regulated largely by market forces, though transfers of currency is regulated and controlled in some countries. A significant depreciation in many of the currencies of countries of SEA and South Asia 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. There can be no assurance, that the governments will continue to relax their foreign exchange regulations, that they will maintain the same foreign exchange policy or that there will be sufficient foreign currency available in the market for currency conversions. If, in the future, the regulations restrict our ability to convert local currencies or there is insufficient foreign currency available in the market, we may be unable to meet any foreign currency payment obligations.

If inflation increases significantly in SEA or South Asia countries

Should inflation in SEA or South Asia 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 or South Asia 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 and South Asia countries, 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.

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Our business may be materially adversely affected by the recent coronavirus (COVID-19) outbreak.

The current outbreak of COVID-19 has globally resulted in loss of life, business closures, restrictions on travel, and widespread cancellation of social gatherings. The extent to which the COVID-19 pandemic impacts our business will depend on future developments, which are highly uncertain and cannot be predicted at this time, including: 

    new information which may emerge concerning the severity of the disease;

 

    the duration and spread of the outbreak;

 

    the severity of travel restrictions imposed by geographic areas in which we operate, mandatory or voluntary business closures;

 

    regulatory actions taken in response to the pandemic, which may impact merchant operations, consumer and merchant pricing, Dasher pay, and our product offerings;

 

    other business disruptions that affect our workforce;

 

    the impact on capital and financial markets; and

 

    actions taken throughout the world, including in markets in which we operate, to contain the COVID-19 outbreak or treat its impact.

In addition, the current outbreak of COVID-19 has resulted in a widespread global health crisis and adversely affected global economies and financial markets, and similar public health threats could do so in the future. Such events have impacted, and could in the future impact, demand for merchants and consumer purchase patterns, which in turn, could adversely affect our revenue and results of operations.

Furthermore, if a virus or other disease is transmitted by human contact, as is the case with COVID-19, our employees and any constituent of our network may become infected, or may choose, or be advised, to avoid any contact with others, any of which may adversely affect our ability to provide our Platform and for our merchants and consumers to use our Platform. In addition, shelter-in-place orders and similar regulations impact merchants’ ability to operate their businesses, consumers’ ability to pick up orders, and our merchants’ ability to make deliveries during certain times, or at all. Even if merchants are able to continue to operate their businesses, many may operate with limited hours, selection and capacity and other limitations. Any limitations on or disruptions or closures of merchants’ businesses could adversely affect our business.

Even if a virus or other disease does not spread significantly and such measures are not implemented, the perceived risk of infection or significant health risk may adversely affect our business. Merchants may be perceived as unsafe during such public health threats, even for order delivery or pickup. If the services offered through our Platform or at other businesses in our industry become a significant risk for transmitting COVID-19 or similar public health threats, or if there is a public perception that such risk exists, demand for the use of our Platform would be adversely affected. Any negative impact on consumers’ willingness or ability to order delivery or complete a Pickup order, or on Dashers’ willingness or ability to make deliveries, could adversely affect our business, financial condition, and results of operations. 

Substantially all of our revenues are concentrated in Vietnam pending expansion into other markets in SEA and South Asia regions. Consequently, our results of operations will likely be adversely, and may be materially, affected, to the extent that the COVID-19 or any other epidemic harms Vietnam’s economy and society and the global economy in general. Any potential impact to our results will depend on, to a large extent, future developments and new information that may emerge regarding the duration and severity of the COVID-19 and the actions taken by government authorities and other entities to contain the COVID-19 or treat its impact, almost all of which are beyond our control. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, the operations of our business may be materially adversely affected.

To the extent the COVID-19 pandemic or a similar public health threat has an impact on our business, it is likely to also have the effect of heightening many of the other risks described in this “Risk Factors” section.

Regulatory Risks

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

From time-to-time, governments and regulatory bodies may review the legislation and regulations applied to the 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 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 and South Asia 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.

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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 will be 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.

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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 prospectus 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.

Risk of litigation

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 are 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.

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

We 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 in the past have claimed, and may in the future claim, that we are responsible for defamatory reviews posted by our users. We expect claims like these to continue, and potentially increase in proportion to the amount of content on our Platform. 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

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 Related to this Offering

Our management will have broad discretion over the use of any net proceeds from this offering and you may not agree with how we use the proceeds, and the proceeds may not be invested successfully.

Our management will have broad discretion as to the use of any net proceeds from this offering and could use them for purposes other than those contemplated at the time of this offering and in ways that do not necessarily improve our results of operations or enhance the value of our common stock. Accordingly, you will be relying on the judgment of our management with regard to the use of any proceeds from this offering and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that the proceeds will be invested in a way that does not yield a favorable, or any, return for you.

If you purchase shares of common stock in this offering, you will incur immediate and substantial dilution in the book value of your common shares of common stock.

The initial public offering price is substantially higher than the net tangible book value per share of our common stock. Investors purchasing shares of common stock, in this offering will pay a price per share that substantially exceeds the net tangible book value of our common stock. As a result, investors purchasing shares of common stock in this offering will incur immediate dilution of $7.28 per share, based on an assumed initial public offering price of $9.00 per share based on the midpoint of the estimated price range set forth on the cover page of this prospectus, and our adjusted pro forma net tangible book value as of June 30, 2021. The exercise of outstanding warrants would result in additional dilution. As a result of this dilution, investors purchasing shares of common stock may receive significantly less than the purchase price paid in this offering in the event of liquidation. See “Dilution” for additional information.

Investors in this offering may experience future dilution as a result of future equity offerings.

In order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock. Investors purchasing our shares or other securities in the future could have rights superior to existing common stockholders, and the price per share at which we sell additional shares of our common stock or other securities convertible into or exchangeable for our common stock in future transactions may be higher or lower than the price per share in this offering.

Sales of a significant number of shares of our common stock in the public markets, or the perception that such sales could occur, could depress the market price of our common stock.

Sales of a substantial number of shares of our common stock in the public markets could depress the market price of our common stock and impair our ability to raise capital through the sale of additional equity securities. We cannot predict the effect that future sales of our common stock would have on the market price of our common stock.

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Existing Shareholders may sell significant quantities of common stock

The existing shareholders and the holders of our Convertible Preferred Stock, which automatically convert into shares of our common stock upon completion of this offering, will own % of our common stock following the successful completion of this offering. Notwithstanding that certain officers and directors who are shareholders will be locked up for a period of 180 days following the completion of this offering, they may have acquired their shares at a lower price than that of this offering. Accordingly, they may be incentivized to 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.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that 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.

Risks Relating to Ownership of Our Securities.

There is no active public trading market for our common stock and we cannot assure you that an active trading market will develop in the near future.

Our common stock is not quoted in the over-the-counter markets and is not listed on any stock exchange and there is currently no active trading in our securities. We will apply to have our common stock listed on the Nasdaq Capital Market under the symbol “SOPA” which listing is a condition to this offering. We cannot assure you that an active trading market for our common stock will develop in the future due to a number of factors, including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. We cannot give you any assurance that an active public trading market for our common stock will develop or be sustained. You may not be able to liquidate your shares quickly or at the market price if trading in our common stock is not active.

The public price of our common stock may be volatile, and could, following a sale decline significantly and rapidly.

The initial public offering price for the shares will be determined by negotiations between us and the underwriters and may not be indicative of prices that will prevail in the open market following this offering. The market price of our common stock may decline below the initial offering price, and you may not be able to sell your shares of our common stock at or above the price you paid in the offering, or at all. Following this Offering, the public price of our common stock in the secondary market will be determined by private buy and sell transaction orders collected from broker-dealers.

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.

Following this offering, 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, Chairman and CEO will continue to own a significant percentage of our common stock and our Super Voting Preferred Stock and will be able to exert significant control over matters subject to shareholder approval.

Dennis Nguyen, our Founder, Chairman and CEO, currently beneficially owns common stock and Super Voting Preferred Stock that provide him with 86.2% of the voting power of our voting stock. Upon the closing of this offering, he will beneficially own approximately 72.6% of the voting power of our outstanding voting stock, or approximately 72.0% if the underwriter exercises its option to purchase additional shares of common stock from us in full. Therefore, even after this offering, 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. 

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

If our common stock is listed on Nasdaq, we must meet certain financial and liquidity criteria to maintain such listing. 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.

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There has been no public market for our common stock prior to this offering, and an active market in which investors can resell their shares may not develop.

Prior to this offering, there has been no public market for our common stock. All investments in securities involve the risk of loss of capital. No guarantee or representation is made that an investor will receive a return of its capital. The value of our common stock can be adversely affected by a variety of factors, including development problems, regulatory issues, technical issues, commercial challenges, competition, legislation, government intervention, industry developments and trends, and general business and economic conditions. We cannot predict the extent to which an active market for our common stock will develop or be sustained after this Offering, or how the development of such a market might affect the market price of our common stock.

Our failure to maintain effective internal controls over financial reporting could have an adverse impact on us.

We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely impact our public disclosures regarding our business, financial condition or results of operations. In addition, management’s assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting, disclosure of management’s assessment of our internal controls over financial reporting or disclosure of our public accounting firm’s attestation to or report on management’s assessment of our internal controls over financial reporting may have an adverse impact on the price of our common stock.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints and the benefit of controls must be relative to their costs. Because of the inherent limitations in all control systems, no system of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Further, controls can be circumvented by individual acts of some persons, by collusion of two or more persons, or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

At present, we believe that we have effective internal controls in place. However, our management, including our Chief Executive Officer, cannot guarantee that our internal controls and disclosure controls that we have in place will prevent all possible errors, mistakes or all fraud.

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.

We require significant financial resources to maintain our public reporting status. We cannot assure you we will be able to maintain adequate resources to ensure that we will not have any future material weakness in our system of internal controls. The effectiveness of our controls and procedures may in the future be limited by a variety of factors including:

faulty human judgment and simple errors, omissions or mistakes;
fraudulent action of an individual or collusion of two or more people;
inappropriate management override of procedures; and
the possibility that any enhancements to controls and procedures may still not be adequate to assure timely and accurate financial information.
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Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Despite these controls, because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies like us face additional limitations. Smaller reporting companies employ fewer individuals and can find it difficult to employ resources for complicated transactions and effective risk management. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.

If we fail to have effective controls and procedures for financial reporting in place, we could be unable to provide timely and accurate financial information and be subject to investigation by the Securities and Exchange Commission and civil or criminal sanctions.

We must 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.

Upon becoming a fully public reporting company, we will be 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. In the future, if our securities are listed on a national exchange, we may also be required to comply with marketplace rules and heightened corporate governance standards. Compliance with the Sarbanes-Oxley Act and other SEC and national 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.

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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 $1.07 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.

Upon the completion of this offering, Mr. Dennis Nguyen, our Founder, Chairman and Chief Executive Officer will beneficially own voting stock that provides him with approximately 72.6% of the voting power of our voting stock (approximately 72.0% if the over-allotment option is exercised) and we will be a “controlled company” within the meaning of the listing rules of The Nasdaq Stock Market LLC.

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 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.

IN ADDITION TO THE ABOVE RISKS, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT. IN REVIEWING THIS FILING, POTENTIAL INVESTORS SHOULD KEEP IN MIND THAT OTHER POSSIBLE RISKS MAY ADVERSELY IMPACT THE COMPANY’S BUSINESS OPERATIONS AND THE VALUE OF THE COMPANY’S SECURITIES.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements.” Forward-looking statements reflect the current view about future events. When used in this prospectus, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such statements, include, but are not limited to, statements contained in this prospectus relating to our business strategy, our future operating results and liquidity and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward–looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation:

1. Our ability to effectively operate our business segments;
2. Our ability to manage our research, development, expansion, growth and operating expenses;
3. Our ability to evaluate and measure our business, prospects and performance metrics;
4. Our ability to compete, directly and indirectly, and succeed in the highly competitive and evolving ridesharing industry;
5. Our ability to respond and adapt to changes in technology and customer behavior;
6. Our ability to protect our intellectual property and to develop, maintain and enhance a strong brand; and
7. other factors (including the risks contained in the section of this prospectus entitled “Risk Factors”) relating to our industry, our operations and results of operations.

Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

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.

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USE OF PROCEEDS

We estimate that we will receive net proceeds of approximately $23,320,000 (or approximately $26,927,500 if the underwriters’ option to purchase additional shares is exercised in full) from the sale of the common stock offered by us in this offering, based on an assumed public offering price of $9.00 per share, which is the midpoint of the estimated range of $8.00 to $10.00, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

 

The principal purposes of this offering are to increase our capitalization and financial flexibility, increase our visibility in the marketplace and create a public market for our common stock. As of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds to us from this offering. However, we currently intend to use the net proceeds to us from this offering to hire additional employees, including executive officers, software developers, logistics operations staff, sales and marketing professionals, and for general corporate purposes, including working capital, operating data centers, leasing technology platforms and sales and marketing activities, as well as funding certain acquisitions of e-commerce companies in the F&B, beauty and travel industries in SEA and South Asia. The Company is under discussions with a number of potential acquisition targets.

The table below sets forth the manner in which we expect to use the net proceeds we receive from this offering. All amounts included in the table below are estimates.

Description  Amount
Marketing expenses for platforms   5,000,000 
Acquisitions of e-commerce platforms in SEA and South Asia   10,000,000 
Operation of data center/call center   500,000 
Operation of logistic centers/warehouses   500,000 
Leasing technology platforms   250,000 
Society Points rollout   1,000,000 
Hiring of additional employees, including executive officers, software developers, logistics operations staff, sales and marketing professionals   500,000 
Working capital and general corporate purposes   5,570,000 
Total  $23,320,000 

The foregoing information is an estimate based on our current business plan. We may find it necessary or advisable to re-allocate portions of the net proceeds reserved for one category to another, and we will have broad discretion in doing so. Pending these uses, we intend to invest the net proceeds of this offering in a money market or other interest-bearing account.

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MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is not listed on any stock exchange or over-the-counter market or quotation system. There is currently no active trading market in our common stock. We intend to apply to have our common stock listed on the Nasdaq Capital Market under the symbol “SOPA,” which listing is a condition to this offering. There can be no assurance that our listing application will be approved. For more information see the section “Risk Factors.”

As of October 13, 2021, 11,640,750 shares of our common stock were issued and outstanding and were held by 40 stockholders of record.

We also have outstanding as of October 13, 2021:

  8,000 shares of Series A Preferred Stock, par value $0.0001 and stated value $1,000 per share;

 

  2,548 shares of Series B Preferred Stock, par value $0.0001 and stated value $1,336 per share;

 

  160 shares of Series B-1 Preferred Stock, par value $0.0001 and stated value $2,917 per share;

 

  1,552 shares of Series C Preferred Stock, par value $0.0001 and stated value $5,763 per share;

 

  13,984 shares of Series C-1 Preferred Stock, par value $0.0001 and stated value of $420 per share.

 

As of October 13, 2021, we have outstanding warrants which are exercisable for 3,929 Series C-1 Preferred Stock, par value $0.0001 and stated value of $420 per share at an exercise price of $420 per share.

 

Dividends

We have not declared any cash dividends since inception and we do not anticipate paying any dividends in the foreseeable future. Instead, we anticipate that all of our earnings will be used to provide working capital, to support our operations, and to finance the growth and development of our business, including potentially the acquisition of, or investment in, businesses, technologies or products that complement our existing business. The payment of dividends is within the discretion of the board of directors and will depend on our earnings, capital requirements, financial condition, prospects, applicable Nevada law, which provides that dividends are only payable out of surplus or current net profits, and other factors our board might deem relevant. There are no restrictions that currently limit our ability to pay dividends on our common stock other than those generally imposed by applicable state law.

Securities Authorized for Issuance under Equity Compensation Plan

We have set aside 15% of the outstanding share capital at time of our IPO for employee stock option plan for our key management and staff. There have been no issuances under the plan.

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CAPITALIZATION

The following table sets forth our consolidated cash and capitalization, as of June 30, 2021. Such information is set forth on the following basis:

• on an actual basis;

• on a pro forma basis giving effect to (i) the issuance of 4,377,150 shares of our common stock; (ii) the cancellation of 150,000 shares of our common stock; (iii) the sale of 1,175 shares of Series C Preferred Stock and (iii) the sale of 6,696 shares of Series C-1 Preferred Stock, in each case after June 30, 2021 but prior to this offering;

• on a post offering pro forma as adjusted basis without preferred stock conversion, giving effect to the sale of 2,888,889 shares of common stock by us in this offering at an assumed public offering price of $9.00 per share after deducting the underwriting discounts and commissions and estimated offering expenses payable by us; 

• on a post offering pro forma as adjusted basis with preferred stock conversion, giving effect to (i) the sale of 2,888,889 shares of common stock by us in this offering at an assumed public offering price of $9.00 per share after deducting the underwriting discounts and commissions and estimated offering expenses payable by us and (ii) the issuance of 6,362,089 shares of our common stock upon automatic conversion of our Convertible Preferred Stock as a result of the closing of this offering.  

You should read the following table in conjunction with “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included in this prospectus.

The pro forma as adjusted information set forth below is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing. 

   Actual  Pro Forma  Post-Offering Pro Forma As Adjusted Without Preferred Stock Conversion(1)  Post-Offering Pro Forma As Adjusted With Preferred Stock Conversion(2)
Cash  $142,633   $7,521,964   $30,841,964   $30,841,964 
Short term liabilities, including deferred revenue due within one year  $3,245,968   $2,285,135   $2,285,135   $2,285,135 
Total liabilities including lease obligations - net of current portion  $3,272,489   $2,311,656   $2,311,656   $2,311,656 
                     
Mezzanine section                    
Preferred stock, $0.0001 par value, 5,000,000 shares authorized;                    
Series A Preferred Stock, 10,000 shares designated, 8,000 shares outstanding actual and pro forma, and 0 shares outstanding as adjusted   8,000,000    8,000,000    8,000,000    —   
Series B Preferred Stock, 10,000 shares designated, 2,548 shares outstanding actual and pro forma, and 0 shares outstanding as adjusted   3,412,503    3,412,503    3,412,503    —   
Series B-1 Preferred Stock, 15,000 shares designated, 160 shares outstanding actual and pro forma, and 0 shares outstanding as adjusted   466,720    466,720    466,720    —   
Series C Preferred Stock, 15,000 shares designated, 377 shares outstanding, actual, 1,552 shares outstanding pro forma, and 0 shares outstanding as adjusted   2,238,151    9,009,676    9,009,676    —   
Series C-1 Preferred Stock 30,000 shares designated, 7,288 shares outstanding actual, 13,984 shares outstanding pro forma and, 0 shares outstanding as adjusted   3,060,960    5,873,280    5,873,280    —   
Series X Super Voting Preferred Stock, 3,500 shares designated, 0 shares outstanding actual, 3,500 shares outstanding pro forma and as adjusted   —      —      —      —   
                     
Shareholders’ equity                    
Common stock, $0.0001 par value, 95,000,000 shares authorized, 7,413,600 shares outstanding actual, 11,640,750 shares outstanding pro forma and 14,529,639 shares and 20,891,728 shares outstanding as adjusted   742    1,164    1,453(3)   2,089(4)
Additional paid-in capital   2,251,153    14,583,812    37,903,523    64,665,065 
Accumulated other comprehensive income (loss)   (28,337)   (28,337)   (28,337)   (28,337)
Accumulated deficit   (16,792,967)   (28,644,855)   (28,644,855)   (28,644,855)
                     
Total stockholders’ equity   (14,569,409    (14,088,216)   9,231,784    35,993,963 
Total capitalization  $5,881,414   $14,985,619   $38,305,619   $38,305,619 

 

(1) The number of issued and outstanding shares on a post-offering pro forma adjusted gives effect to the sale of 2,888,889 shares of common stock in this offering but excludes 6,362,089 shares of our common stock that will be issued upon the automatic conversion of the Convertible Preferred Stock at the closing of this offering;

 

(2) The number of issued and outstanding shares on a post-offering pro forma adjusted gives effect to the sale of 2,888,889 shares of common stock in this offering and includes 6,362,089 shares of our common stock that will be issued upon the automatic conversion of the Convertible Preferred Stock at the closing of this offering.

 

(3) Excludes (i) 433,334 shares of common stock issuable upon the exercise of the underwriter’s overallotment option; (ii) 144,445 shares of our common stock issuable upon the exercise of the underwriters’ warrants; (iii) 1,178,700 shares of our common stock that are issuable upon conversion of the 3,929 shares of Series C-1 Preferred Stock that are underlying warrants that are exercisable at an exercise price of $420 per share; (iv) shares of our common stock that would be issuable upon conversion of $558,000 of Series C Preferred Stock that are issuable upon the satisfaction of certain conditions that have not occurred and will not occur on or before the closing of this offering; or (v) 6,362,089 shares of our common stock that will be issued upon the automatic conversion of the Convertible Preferred Stock as a result of the closing of this offering.

 

(4) Excludes (i) 433,334 shares of common stock issuable upon the exercise of the underwriter’s overallotment option; (ii) 144,445 shares of our common stock issuable upon the exercise of the underwriters’ warrants; or (iii) 1,178,700 shares of our common stock that are issuable upon conversion of the 3,929 shares of Series C-1 Preferred Stock that are underlying warrants that are exercisable at an exercise price of $420 per share and (iv) shares of our common stock that would be issuable upon conversion of $558,000 of Series C Preferred Stock that are issuable upon the satisfaction of certain conditions that have not occurred and will not occur on or before the closing of this offering;  but does include 6,362,089 shares of our common stock that will be issued upon the automatic conversion of the Convertible Preferred Stock as a result of the closing of this offering.

 

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DILUTION

Purchasers of our common stock in this offering will experience an immediate and substantial dilution in the as adjusted net tangible book value of their shares of common stock. Dilution in as adjusted net tangible book value represents the difference between the public offering price per share and the as adjusted net tangible book value per share of our common stock immediately after the offering.

As of June 30, 2021, our historical net tangible book value (deficit) as of June 30, 2021 was approximately $(14,569,409) or $(1.97) per share of common stock. Our historical net tangible book value (deficit) per share of our common stock represents our total tangible assets (total assets less intangible assets) less total liabilities and preferred stock, which is not included within our stockholders’ deficit. Our historical net tangible book value (deficit) per share represents historical net tangible book value (deficit) divided by 7,413,600 shares of common stock outstanding as of that date.

Our pro forma as adjusted net tangible book value as of June 30, 2021, was approximately $12,673,963 or $0.70 per share of common stock, after giving effect to the automatic conversion of all of our outstanding convertible preferred stock into 6,362,089 shares of our common stock, as if such conversion occurred on June 30, 2021.

After giving further effect to our sale of 2,888,889 shares of common stock in this offering, at an assumed initial public offering price of $9.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts, non-accountable expense allowance and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of June 30, 2021 would have been $35,993,963 or approximately $1.72 per share. This represents an immediate increase in pro forma as adjusted net tangible book value of $1.02 per share to our existing stockholders and an immediate dilution of $7.28 per share to new investors who purchase shares of common stock in the offering. Dilution per share to new investors purchasing shares of common stock in this offering is determined by subtracting pro forma as adjusted net tangible book value per share after this offering from the assumed initial public offering price per share paid by new investors.

The following table illustrates this dilution on a per share basis to new investors: 
Assumed public offering price        9 
Historical net tangible book value (deficit) as of June 30, 2021   (1.97)     
Increase in pro forma as adjusted net tangible book value attributable to pro forma adjustments described above   2.67      
Pro forma as adjusted net tangible book value as of June 30, 2021   0.70      
Increase in pro forma as adjusted net tangible book value attributable to investors  participating in this offering   1.02      
Pro forma as adjusted net tangible book value immediately after this offering        1.72 
Dilution per share to new investors in this offering        7.28

The pro forma as adjusted dilution information discussed above is illustrative only and will depend on the actual initial public offering price and other terms of this offering determined at pricing.

After completion of this offering, our existing stockholders would own approximately 86.17% and our new investors would own approximately 13.83% of the total number of shares of our common stock outstanding after this offering.

To the extent that outstanding options or warrants are exercised, you will experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities may result in further dilution to our stockholders.

Capitalization Table 

   Shares Purchased  Total Consideration   
   Number  Percent  Amount  Percent  Per Share
Existing stockholders(1)   18,002,839    86.17%  $35,271,907    57.57%  $1.96 
New Investors   2,888,889    13.83%  $26,000,000    42.43%  $9.00 
    20,891,728    100%  $61,271,907    100%  $2.93 

 

The foregoing tables and calculations (other than the historical net tangible book value calculation), is based on 18,002,839 shares of our common stock outstanding as of June 30, 2021, assuming the conversion of all outstanding shares of our preferred stock into an aggregate of 6,362,089 shares of common stock in connection with the completion of this offering, and excludes the followings:

(1) (i) 433,334 shares of common stock issuable upon the exercise of the underwriter’s overallotment option; (ii) 144,445 shares of our common stock issuable upon the exercise of the underwriters’ warrants ; or (iii) 1,178,700 shares of our common stock that are issuable upon conversion of the 3,929 shares of Series C-1 Preferred Stock that are underlying warrants that are exercisable at an exercise price of $420 per share and (iv) shares of our common stock that would be issuable upon conversion of $558,000 of Series C Preferred Stock that are issuable upon the satisfaction of certain conditions that have not occurred and will not occur on or before the closing of this offering.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the information presented in “Selected Historical Consolidated Financial Data” and our historical consolidated financial statements and the related notes included elsewhere in this prospectus. In addition to historical information, the following discussion contains forward-looking statements, such as statements regarding our expectation for future performance, liquidity and capital resources, that involve risks, uncertainties and assumptions that could cause actual results to differ materially from our expectations. Our actual results may differ materially from those contained in or implied by any forward-looking statements. Factors that could cause such differences include those identified below and those described in “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and “Unaudited Condensed Consolidated Financial Information.” We assume no obligation to update any of these forward-looking statements.

  

Overview

 

We acquire and operate e-commerce platforms through our direct and indirect wholly-owned and majority-owned subsidiaries, including but not limited to Society Technology LLC, SoPa Technology Pte Ltd, SoPa Cognitive Analytics Pte Ltd, Sopa Technology Co Ltd, HOTTAB Pte Ltd and HOTTAB Vietnam Co Ltd. Along with HOTTAB Asset Vietnam Co Ltd (currently wholly-owned by one employee of HOTTAB Vietnam Co Ltd and contractually operated by HOTTAB Vietnam Co Ltd), these eight companies form the Society Pass Group (the “Group”). The Group currently markets to both consumers and merchants in Vietnam while maintaining an administrative headquarters in Singapore. We recently acquired an online lifestyle platform of Leflair branded assets (the “Leflair Assets”) as more fully described in “Business – Leflair” and are in the process of integrating the Leflair assets with the SoPa and #HOTTAB platform. After the completion of our initial public offering (“IPO”), we intend to expand our e-commerce ecosystem throughout the rest of SEA and South Asia with particular focuses on Philippines, Indonesia, India and Bangladesh.

 

Our ecosystem currently comprises of seven e-commerce interfaces targeting consumers and merchants: SoPa Loyalty App, SoPa.asia Loyalty Marketplace website, #HOTTAB Biz App, #HOTTAB POS App, Hottab.net admin website, Leflair App, and Leflair Lifestyle Marketplace website (the “Platform”). Our loyalty-focused and data-driven e-commerce marketing platform interfaces connect consumers with merchants in the F&B and lifestyle sectors, assisting local brick-and-mortar businesses to access new customers and markets to thrive in an increasingly convenience-driven economy. Our 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 work with us to penetrate local markets, while our Platform allows effortless integration with existing technological applications and websites.

 

Our consumer facing business consists of our “SoPa” and “Leflair” brands. Through our SoPa Loyalty App, and SoPa.asia Loyalty Marketplace website, we provide frictionless online ordering and delivery experience for consumers in the F&B sector. Our Leflair lifestyle e-commerce platform markets and sells products in three verticals: Fashion & Accessories, Beauty & Personal Care, and Home & Lifestyle. Our consumer facing platforms feature an easy-to-navigate, multi-lingual user interface with multiple integrated payment and delivery options.

 

Branded as “#HOTTAB”, our merchant facing business helps merchants increase revenues and streamline costs with an online and multilingual store front, fully integrated POS software solution, joint marketing program, payment infrastructure, loyalty administration, customer profile analytics, and SME financing packages. Through #HOTTAB Biz App, #HOTTAB POS and Hottab.net merchant administration website interfaces, #HOTTAB functions both online and offline and facilitates transactions, orders, voucher redemption, and rewards. Merchants only need a smart device in order to quickly access our #HOTTAB product ecosystem. In addition, our Customer Care department provides attentive after-sales service.

 

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Upon the expected launch of Society Points in the fourth quarter of 2021, consumers will be able to earn and redeem our Society Points at merchant locations initially throughout Vietnam and then we expect to expand availability of Society Points throughout SEA and South Asia See “Business —Loyalty Points —Society Points.”

 

As of October 13, 2021, we have onboarded over 1.5 million registered consumers and over 3,500 registered merchants/brands on our Platform.

 

Impact of the COVID-19 Pandemic

 

The current outbreak of COVID-19 has globally resulted in loss of life, business closures, restrictions on travel, and widespread cancellation of social gatherings. The extent to which the COVID-19 pandemic impacts our business will depend on future developments, which are highly uncertain and cannot be predicted at this time, including:

 

new information which may emerge concerning the severity of the disease in Vietnam and SEA;

 

the duration and spread of the outbreak;

 

the severity of travel restrictions imposed by geographic areas in which we operate, mandatory or voluntary business closures;

 

regulatory actions taken in response to the pandemic, which may impact merchant operations, consumer and merchant pricing, and our product offerings;

 

other business disruptions that affect our workforce;

 

the impact on capital and financial markets; and

 

action taken throughout the world, including in markets in which we operate, to contain the COVID-19 outbreak or treat its impact.

 

In addition, the current outbreak of COVID-19 has resulted in a widespread global health crisis and adversely affected global economies and financial markets, and similar public health threats could do so in the future. Such events have impacted, and could in the future impact, demand for merchants and consumer purchase patterns, which in turn, could adversely affect our revenue and results of operations.

 

Since the onset of the COVID-19 pandemic in the first quarter of 2020, all our POS merchant clients are affected by COVID-19 measures for F&B to temporary stop restaurant dine ins.

 

Some of our restaurant clients ceased operations permanently and many were closed since June 2020 without any notice of reopening their business to date.
Our largest POS client, a hotel chain for which we provide POS services to their F&B business in their hotels, ceased operations in two out of nine hotels since April 2020.
The Company faces challenges to onboard new clients but at the same time losing many existing ones.

With the ongoing pandemic, Company faces challenges in our operation as follows;

Disruption of operation in Vietnam, India, Singapore and US where staffs have to work from home.
The coordination of rebooting of company’s recent asset acquisition of Leflair an ecommerce platform.
Application of licenses are delayed as government agencies take longer time to review and process time.
HR process to hire personnel are generally slow due to people not willing to leave their current job, company have to spend more time and resources.

 

The spread of COVID-19 has caused us to modify our business practices, including employee travel, employee work locations in certain cases, and cancellation of physical participation in certain meetings, events and conferences and further actions may be taken as required or recommended by government authorities or as we determine are in the best interests of our employees, customers and other business partners. We are monitoring the global outbreak of the pandemic, in SEA, especially Vietnam and are taking steps in an effort to identify and mitigate the adverse impacts on, and risks to, our business posed by its spread and the governmental and community reactions thereto. See “Risk Factors--Our business may be materially adversely affected by the recent coronavirus (COVID-19) outbreak.

 

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Financial Condition

 

Results of Operations

 

The following table sets forth certain operational data for the six months ended June 30, 2021 and 2020:

 

   Six Months Ended June 30,
   2021  2020
Revenue, net  $17,289   $29,633 
Cost of revenue   104,857    38,793 
Gross (loss)   (87,568)   (9,160)
Less: operating expenses          
Sales and marketing expenses   (42,184)   (3,125)
Software development cost   (66,989)   (105,493)
Impairment   (200,000)   (12,942)
General and administrative expenses   (3,227,824)   (730,979)
Total operating expenses   (3,536,997)   (852,539)
Loss from operations   (3,624,565)   (861,699)
Other income (expense):          
Interest income   16    8 
Interest expense   (24,214)   (24,120)
Loss on settlement of litigation   (550,000)   —   
Other income   1,747    5,758 
Total other expense   (572,451)   (18,354)
Loss before Income Taxes   (4,197,016)   (880,053)
Income tax expense   (8,640)   (15,065)
Net loss  $(4,205,656)  $(895,118)

 

Revenue. We generated revenues of $17,289 and $29,633 for the six months ended June 30, 2021 and 2020.  The significant decrease is due to COVID-19 where merchants were unable to operate their business.

 

During the six months ended June 30, 2021 and 2020, the following customer exceeded 10% of the Company’s revenues:

 

    Six Months ended
June 30, 2021
  June 30
2021
    Revenues   Percentage
of revenues
  Accounts
receivable
Aryaduta Hospitality & Leisure Group   $ 14,797       85.6 %   $  

 

    Six Months ended
June 30, 2020
  June 30
2020
    Revenues   Percentage
of revenues
  Accounts
receivable
Aryaduta Hospitality & Leisure Group   $ 21,815       73.6 %   $  

 

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All of our customers are located in Vietnam except one above significant customer located in Indonesia.

 

Cost of Revenue. We incurred cost of revenue of $104,857 and $38,793 for the six months ended June 30, 2021 and 2020, respectively. Cost of revenue increased primarily as a result of the fixed subscription cost even with decrease in business volume and the increased in number of headcounts arising from the acquisition of e-commerce assets from Goodventures Sea Limited.

 

Major vendors

For the six months ended June 30, 2021 and 2020, the vendors who accounts for 10% or more of the Company’s hardware purchases and software costs and its outstanding payable balances as at year-end dates, are presented as follows:

 

   Six months ended June 30, 2021  June 30, 2021
Vendors  Purchases  Percentage
of purchases
  Accounts
payable
Google   $27,049    26.11%  $43,317 

 

   Six months ended June 30, 2020  June 30, 2020
Vendors  Purchases  Percentage
of purchases
  Accounts
payable
Google  $22,662  $58.65%  $20,743
Cty TNHH V & H  $5,805   $15.02%   —   

 

All vendors are located in Vietnam.

 

Gross Loss. We recorded a gross loss of $87,568 and $9,160 for the six months ended June 30, 2021 and 2020, respectively. The increase in gross loss is primarily attributable to fixed subscription cost even with decreased business volume and the increased in number of headcounts arising from the acquisition of e-commerce assets from Goodventures Sea Limited.

 

Sales and Marketing Expenses (“S&M”). We incurred S&M expenses of $42,184 and $3,125 for the six months ended June 30, 2021, and 2020, respectively. The increase in S&M is primarily attributable to the decreased in sales and promotion expenses and the increased in number of headcounts arising from the acquisition of e-commerce assets from Goodventures Sea Limited.

 

Software Development Cost (“SDC”). We incurred SDC expenses of $66,989 and $105,493 for the six months ended June 30, 2021, and 2020, respectively. The decrease in SDC is primarily attributable to the restructuring of our technology development team.

 

Impairment Charge (“IC”). We incurred impairment charge of $200,000 and $12,942 for the six months ended June 30, 2021, and 2020, respectively. The increase is primarily attributable to the acquisition of Leflair ecommerce asset which was expensed in the same period due to the short life term of the asset and the quantum of consideration.

 

General and Administrative Expenses (“G&A”). We incurred G&A expenses of $3,227,824 and $730,979 for the six months ended June 30, 2021, and 2020, respectively. The increase in G&A is primarily attributable to the professional cost associated with cost related to company filing for listing on Nasdaq and amortization of intangible assets.

 

Income Tax Expense. Our income tax expenses for the six months ended June 30, 2021 and 2020 was $8,640 and $15,065, respectively.

 

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Loss on settlement of litigation. On May 21, 2021, the Company has agreed to settle the matter for the sum of $550,000. No additional shares were included in the settlement agreement. The settlement sum is required to be paid in two tranches, with $250,000 to have been paid on or before May 28, 2021 and the remaining $300,000 to be paid on or before June 30, 2021. The Company made the first payment of $250,000 on May 25, 2021 and intends to complete the settlement sum as provided under the settlement agreement by paying the remaining $300,000 on or before June 30, 2021. In connection with the settlement, the Company recognized litigation settlement expense of $550,000 and fully paid during the period ended June 30, 2021. There is no such expenses incurred in the comparative period ended June 30, 2020.

Net loss. During the six months ended June 30, 2021, we incurred a net loss of $4,205,656, as compared to $895,118 for the same period ended June 30, 2020. The increase in net loss is primarily attributable to the professional cost associated with cost related to company filing for listing on Nasdaq, amortization of intangible assets and the loss on settlement of litigation.

 

Results of Operations

 

The following table sets forth certain operational data for the years ended December 31, 2020 and 2019:

 

       
   Year Ended December 31,
   2020  2019
Hardware sales  $4,166   $861 
Software subscription   48,287    9,464 
Other sales   —      86 
Total revenue   52,453    10,411 
Hardware cost of sales   (9,556)   (771)
Software subscription cost of sales   (79,108)   —   
Total cost of revenue   (88,664)   (771)
Gross (loss) profit   (36,211)   9,640 
Less: operating expenses          
Sales and marketing expenses   (3,125)   (22)
Software development cost   (165,514)   (289,176)
Impairment   (16,375)   (2,798,396)
General and administrative expenses   (3,529,022)   (4,212,348)
Total operating expenses   (3,714,036)   (7,299,942)
Loss from operations   (3,750,247)   (7,290,302)
Other income (expense):          
Interest income   19    3 
Interest expense   (48,989)   (8,129)
Other income   9,759    —   
Change in contingent service payable   (30,198)   —   
Total other (expense) income   (69,409)   (8,126)
Loss before Income Taxes   (3,819,656)   (7,298,428)
Income tax expense   (8,332)   —   
Net loss  $(3,827,988)  $(7,298,428)

 

Revenue. We generated revenues of $52,453 and $10,411 for the year ended December 31, 2020 and 2019. The significant increase is due to acquisition of Hottab Group in November 2019.

 

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During the year ended December 31, 2020 and 2019, the following customer exceeded 10% of the Company’s revenue:

 

   Year ended December 31, 2020  December 31, 2020
    Revenues    Percentage of revenues    Accounts receivable 
Aryaduta Hospitality & Leisure Group  $40,719    75%  $—   
   Year ended December 31, 2019  December 31, 2019
   Revenues  Percentage of revenues  Accounts receivable
Aryaduta Hospitality & Leisure Group  $7,315    70%  $—   

 

All of our major customers are located in Vietnam except one above significant customer located in Indonesia

 

Cost of Revenue. Cost of revenue for year ended December 31, 2020, was $88,664, and as a percentage of net revenue, approximately 169.0%. Cost of revenue for the fiscal year ended December 31, 2019, was $771, and as a percentage of net revenue, approximately 7.4%. Cost of revenue increase primarily as a result of the increase in our business support team.

 

Major vendors

During the fiscal year ended December 31, 2020 and 2019, the following vendor exceeded 10% of the Company’s cost of revenue:

 

   Years ended December 31, 2020  December 31, 2020

 

Vendors

  Purchases  Percentage
of purchases
  Accounts
payable
Google   $68,657    78%  $39,279 

 

There was no single vendor who exceeded 10% of the Company’s hardware purchase for the years ended December 31, 2019.

 

Gross Profit/loss. We had a gross loss of $36,211 and gross profit $9,640 for the year ended December 31, 2020 and 2019, respectively. The decrease in gross margin is primarily attributable to increase cost of business support cost in fiscal year ended December 31, 2020.

 

Sales and Marketing Expenses (“S&M”). We incurred S&M expenses of $3,125 and $22 for the year ended December 31, 2020, and 2019, respectively. The increase in S&M is primarily attributable to the sales in our business volume.

 

Software Development Cost (“SDC”). We incurred SDC expenses of $165,514 and $289,176 for the year ended December 31, 2020, and 2019, respectively. The decrease in SDC is primarily attributable to the restructuring of our technology development team.

 

Goodwill Impairment Charge (“GIC”). We incurred goodwill impairment charge of $16,375 and $2,798,396 for the year ended December 31, 2020, and 2019, respectively. The decrease is primarily attributable to the decrease due to impairment of Hottab acquisition which was impaired in 2019.

 

General and Administrative Expenses (“G&A”). We incurred G&A expenses of $3,529,022 and $4,212,348 for the year ended December 31, 2020, and 2019, respectively. The decrease in G&A is primarily attributable to the manpower restructuring due to the coronavirus (COVID-19) outbreak during 2020.

 

38 
 

 

Income Tax Expense. Our income tax expenses for the year ended December 31, 2020 and 2019 was $8,332 and $0, respectively.

 

Net Loss. During the year ended December 31, 2020, we incurred a net loss of $3,827,988, as compared to $7,298,428 for the same period ended December 31, 2019. The decrease in net loss is primarily attributable to the decrease in our business activities and manpower restructuring amid the coronavirus (COVID-19) outbreak in 2020.

 

On November 11, 2019, the Company completed the acquisition of 100% equity interest of Hottab Pte Limited (the “Acquisition”). The total consideration of the acquisition is 156 shares of series C convertible preferred stock, approximately $900,000, cash consideration $150,000 and additional series C convertible preferred stock approximately $558,000. The Company accounted for the transaction as an acquisition of a business pursuant to ASC 805, “Business Combinations” (“ASC 805”).

 

Purchase price allocation:   
Fair value of stock at closing  $900,000 
Cash paid   75,000 
      
Deferred payments- Cash   71,422 
Deferred payment- shares   531,380 
Less cash received   (15,337)
Purchase price  $1,562,465 

 

The transaction was accounted for using the acquisition method. Accordingly, goodwill has been measured as the excess of the total consideration over the amounts assigned to the identifiable assets acquired and liabilities assumed based on their preliminary estimated fair values.

 

The deferred payments of $633,000 were discounted using the yield on a CCC rated corporate debt for 3-month, 6-month and 9-month maturities, respectively. The implied discount is approximately $30,198, which will be amortized over the term on the payments.

 

The purchase price allocation resulted in $2,766,000 of goodwill, as below:

 

Acquired assets:   
Trade receivables  $6,906 
Other receivables   1,857 
      
    8,763 
Less: Assumed liabilities     
Trade payables   39,147 
Accrued liabilities and other payable   68,458 
Amounts due to related parties   1,080,904 
Deferred revenue   23,789 
      
    1,212,298 
Fair value of net liabilities assumed   (1,203,535)
Goodwill recorded   2,766,000 
Cash consideration allocated  $1,562,465 

 

Under the acquisition method of accounting, the total acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. The fair value measurements utilize estimates based on key assumptions of the Acquisition, and historical and current market data. The preliminary allocation of the purchase price is based on the best information available and is pending, amongst other things: (i) the finalization of the valuation of the fair values and useful lives of tangible assets acquired; (ii) the finalization of the valuations and useful lives for the intangible assets acquired; (iii) finalization of the valuation of accounts payable and accrued expenses; and (iv) finalization of the fair value of non-cash consideration.

 

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The Acquisition was accounted for as a business combination in accordance with ASC 805 “Business Combinations”. The Company has allocated the purchase price consideration based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed and intangible assets identified as of the acquisition date and considered a number of factors including valuations from management estimation. Acquisition-related costs incurred for the acquisitions are not material and have been expensed as incurred in general and administrative expense.

 

The goodwill is not expected to be deductible for tax purposes. The goodwill is fully impaired during the year ended December 31, 2019, because there were continuous operating losses and negative cash flows incurred subsequently. Under ASC 350-20-50, the Company recognized the goodwill impairment loss by comparing the actual operating results of Hottab to the profit forecast and a negative performance is resulted.

 

During the measurement period (which is the period required to obtain all necessary information that existed at the acquisition date, or to conclude that such information is unavailable, not to exceed one year), additional assets or liabilities may be recognized, or there could be changes to the amounts of assets or liabilities previously recognized on a preliminary basis, if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of these assets or liabilities as of that date. No additional assets or liabilities were recognized during the measurement period, or the changes to the amounts of assets or liabilities previously recognized.

 

The following unaudited pro forma information presents the combined results of operations as if the acquisitions had been completed on January 1, 2019:

 

   Year ended December 31, 2019
Revenue  $77,669 
Net loss  $(7,469,057)
Net loss per share  $(1.23)

 

 

Liquidity and Capital Resources

 

As of June 30, 2021, we had cash and cash equivalents of $142,633, accounts receivable of $1,935, deposits, prepayments and other receivables of $62,221 and inventories of $0.

 

As of December 31, 2020, we had cash and cash equivalents of $506,666, accounts receivable of $1,897, deposits, prepayments and other receivables of $60,532 and inventories of $0.

 

As of December 31, 2019, we had cash and cash equivalents of $606,491, accounts receivable of $10,768, deposits, prepayments and other receivables of $44,210 and inventories of $133.

 

 

The accompanying consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

The Company suffered from a working capital deficit and accumulated deficit of $3,039,179 and $16,792,967 at June 30, 2021. The Company incurred continuous loss of $4,205,656 during the six months ended June 30, 2021. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders. Management believes the Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

 

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The Company has raised $5,650,530 in the form of equity subsequent to issuance of the audit report on the company’s December 31, 2020 financial statements and based upon the capital raised, the Company believes it has sufficient liquidity to meet its working capital requirements for the next 12 months. As a result the Company has mitigated any doubts about its ability to continue as a going concern

 

       
   Six Months Ended June 30,
   2021  2020
Net cash (used in) operating activities  $(1,513,720)  $(724,860)
Net cash (used in) investing activities   (200,000)   —   
Net cash provided by financing activities   1,322,505    383,040 
Effect on exchange rate change   27,182    (36,327)
Net change in cash and cash equivalents   (364,033)   (378,147)
Cash and cash equivalent at beginning of period   506,666    606,491 
Cash and cash equivalent at end of period   142,633    228,344 

 

Net Cash Used In Operating Activities.

 

For the six months ended June 30, 2021, net cash used in operating activities was $1,513,720, which consisted primarily of a net loss of $4,205,656, adjusted by increase in stock based compensation for services of $613,200, decrease in accounts receivables of $38, decrease in deposits, prepayments and other receivables of $1,689, an decrease in contract liabilities $15,262, decrease in accrued liabilities and other payable of $517,929, increase in accounts payables of $10,793, decrease in operating lease liabilities of $18,529, increase in advance to related parties of $225,000, increase in depreciation and amortization of $1,604,451, increase in impairment loss of $200,000, increase in loss on settlement of litigation of 550,000.

 

For the six months ended June 30, 2020, net cash used in operating activities was $724,860, which consisted primarily of net loss of $895,118, adjusted by increase in impairment loss of $12,942, decrease in deposits, prepayment and other receivables of $5,156, decrease in accounts receivable of $30,025, increase in contract liabilities of $17,652, decrease in accounts payable of $7,345, increase in accrued liabilities and other payables of $76,876 and increase in advance to related parties of $77,058. 

 

We expect to continue to rely on cash generated through financing from our existing shareholders and private placements of our securities, however, to finance our operations and future acquisitions.

 

Net Cash (Used In) Investing Activities.

 

For the six months ended June 30, 2021, there is net cash of $200,000 being deposit paid for Leflair asset acquisition investing activities.

 

For the six months ended June 30, 2020, there is no net cash impact on investing activities

 

Net Cash Provided By Financing Activities.

 

For the six months ended June 30, 2021, net cash provided by financing activities was $1,322,505, consisting primarily of funds raised from shareholders for Series C and warrant exercised.

 

For the six months ended June 30, 2020, net cash provided by financing activities was $383,040, consisting primarily of funds raised from shareholders for Series C and warrant exercised.

 

Off-Balance Sheet Arrangements

 

We have no outstanding off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts.  We do not engage in trading activities involving non-exchange traded contracts.

 

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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”).

 

•  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 and other receivables, assumptions used in assessing right of use assets, imputed interest on due to related parties, and impairment of long-term assets, business acquisition allocation of purchase consideration, and deferred tax valuation allowance.

 

• Basis of consolidation

 

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

 

•  Cash and cash equivalents

 

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

 

The Company currently has bank deposits with financial institutions in the U.S. which exceeds FDIC insurance limits. FDIC insurance provides protection for bank deposits up to $250,000, so there is uninsured balance of $0 in parent entity as of June 30, 2021. In addition, the Company has uninsured bank deposits with a financial institution outside the U.S. All uninsured bank deposits are held at high quality credit institutions.

 

•  Accounts receivable

 

Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on evaluation of a customer's financial condition, the customer credit-worthiness 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 collectibility. At the end of fiscal year, 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 considers the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers.

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•  Inventories

 

Inventories are stated at the lower of cost or net realizable value, cost being determined on a first-in-first-out method. Costs include hardware equipment and peripheral costs which are purchased from the Company’s suppliers as merchandized goods. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand.

 

• Property, plant and equipment

 

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

 

   Expected useful lives
Computer equipment  3 years
Office equipment  5 years

 

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. There has been no impairment charge for the periods presented.

 

• Revenue recognition

 

The Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). 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 revenues are generated from a diversified a mix of marketplace activities and the services of the Company provide merchants to help them grow their businesses. The revenue streams consist of Consumer Facing revenues and Merchant Facing revenues.

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Consumer Facing Business

 

The Company’s performance obligation includes providing connectivity between merchant and consumer, generally through an online ordering platform. The platform allows merchants to create account, place menu and track their sale reports on the merchant facing application. The platform also allows the consumers to create account and make orders from merchants on the consumer facing application. The platform allows delivering company to accept online delivery request and ship order from merchant to consumer.

 

Revenue streams for consumer facing business:

 

1) Ordering fees comprise the fees that the different types of merchants pay for every completed transaction on the Platform, exclusive of delivery fees charged. Monthly/annual subscription fees or 10% commission on order value on each successful order will be charged.

 

2) Delivery fees include an upfront fixed fee and additional variable fees based on the distance. Various percentage of commission will be charged as delivery fee on each successful order received and delivered.

 

The Company recognizes revenues from consumer facing business upon the completion of delivery and services rendered.

 

Merchant Facing Business

 

Revenue streams for merchant facing business include:

 

1) Subscription fees consist of the fees that the Company charge merchants to get on the Merchant Marketing Program;
2) Optional add-on software services which include Analytics and Chatbox capabilities at a fixed fee per month.
3) Commissions collected by the Company when they sell third party hardware and equipment (cashier stations, waiter tablets and printers) to merchants.
4) Vendor financing wherein the Company collects brokerage fees upon facilitating financing transactions between merchants and one of the Company’s partner financial institutions.

 

Hardware Product Revenues — the Company generally is involved with the sale of on-premise appliances and end-point devices. The single performance obligation is to transfer the hardware product (which is to be installed with its licensed software integral to the functionality of the hardware product). The entire transaction price is allocated to the hardware product and is generally recognized as revenue at the time of delivery because the customer obtains control of the product at that point in time. It is concluded that control generally transfers at that point in time because the customer has title to the hardware, physical possession, and a present obligation to pay for the hardware. Payments for hardware contracts are generally due 30 to 90 days after shipment of the hardware product.

 

The Company records revenues from the sales of third-party products on a “gross” basis pursuant to ASC 606-10 Revenue Recognition – Revenue from Contracts with Customers, when the Company controls the specified good before it is transferred to the end customer and have the risks and rewards as principal in the transaction, such as responsibility for fulfillment, retaining the risk for collection, and establishing the price of the products. If these indicators have not been met, or if indicators of net revenue reporting specified in ASC 606-10 are present in the arrangement, revenue is recognized net of related direct costs.

 

Software License Revenues — The Company’s performance obligation includes providing connectivity to software, generally through a monthly subscription, where the Company typically satisfies its performance obligations prior to the submission of invoices to the customer for such services. The Company’s software sale arrangements grant customers the right to access and use the software products which are to be installed with the relevant hardware for connectivity at the outset of an arrangement, and to be entitled to both technical support and software upgrades and enhancements during the term of the agreement. The term of the subscription period is generally 12 months, with the automatic renewal of another one year, and the subscription license service is billed monthly, quarterly or annually. Sales are generally recorded in the month the service is provided. For clients who are billed on an annual basis, deferred revenue is recorded and amortized over the life of the contract. Payments are generally due 30 to 90 days after delivery of the software licenses.

 

The Company records its revenues on hardware product and software license, net of value added taxes (“VAT”) upon the services are rendered and the title and risk of loss of hardware products are fully transferred to the customers. The Company is subject to VAT which is levied on the majority of the hardware products at the rate of 10% on the invoiced value of sales.

 

Contract assets

 

In accordance with ASC 606-10-45-3, contract asset is when the Company’s right to payment for goods and services already transferred to a customer if that right to payment is conditional on something other than the passage of time. The Company will recognize a contract asset when it has fulfilled a contract obligation but must perform other obligations before being entitled to payment. 

 

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Contract liabilities

 

In accordance with ASC 606-10-45-2, A contract liability is Company’s obligation to transfer goods or services to a customer when the customer prepays consideration 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

 

Contract costs

 

Under ASC-606, the Company applies the following three steps in order to evaluate the costs to be capitalized as it fulfills following three criteria:

     
Incremental costs directly related to a specific contract;  
Costs that generate or enhance resources of the company that will be used to satisfy performance of the terms of the contract; and
Costs that are expected to be recovered from the customer.  
       

 

No contract costs are capitalized for the six months ended June 30, 2021 and 2020.

 

•  Software development costs

 

In accordance with the relevant FASB accounting guidance regarding the development of software to be sold, leased, or marketed, the Company expenses such costs as they are incurred until technological feasibility has been established, at and after which time these costs are capitalized until the product is available for general release to customers. Once the technological feasibility is established per ASC 985-20, the Company capitalizes costs associated with the acquisition or development of major software for internal and external use in the balance sheet. 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 in the development of its own software are charged to operations as incurred. 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 are immaterial.

 

•  Product warranties

 

The Company’s provision for estimated future warranty costs is based upon 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 June 30, 2021 and 2020. 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.

 

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•  Shipping and handling costs

 

No shipping and handling costs are associated with the distribution of the products to the customers which are borne by the Company’s suppliers or distributors.

 

•  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.

 

•  Income tax

 

The Company adopted the ASC 740 Income Tax provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

 

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

 

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 are many transactions and calculations undertaken during the ordinary course of business 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.

 

•  Uncertain tax positions

 

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the period ended June 30, 2021 and 2020.

 

• Foreign currencies translation and transactions

 

The reporting currency of the Company is United States Dollar ("US$") and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company’s subsidiary is operating in the Republic of Vietnam and India and maintains its books and record in its local currency, Vietnam Dong (“VND”) and Indian Rupee (“INR), respectively, which are the functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Shareholders’ equity is translated using the historical rates. Revenues and expenses are translated at average rates prevailing during the year. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statements of changes in shareholder’s equity.

 

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

 

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• Comprehensive income

 

ASC 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, 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.

 

•  Leases

 

The Company adopted ASC 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.

 

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.

 

•  Related parties

 

The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.

 

Pursuant to section 850-10-20 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 the Fair Value Option Subsection of section 825–10–15, 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.

 

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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 in those statements. 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 450-20, Commitments to report accounting 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, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted 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 at this time 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.

 

•  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.

 

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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.

 

•  Cost of goods sold

 

Cost of goods sold consists of the cost of hardware, software and payroll, which are directly attributable to the sales of products.

 

•  Share-based compensation

 

The Company follows ASC 718, Compensation —Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all share-based payment awards, including restricted stock units, based on the date of grant at the fair value of the share-based payments. The Company determines the fair value of the share-based payments as either the fair value of the consideration received or the fair value of the awards issued, whichever is more readily determinable. Restricted stock units are valued using the fair value of the Company’s common shares on the date of grant. The Company records compensation expense, net of estimated forfeitures, over the requisite service period.

 

•  Business combinations

 

The Company follows ASC 805, Business Combinations (“ASC 805”) and ASC 810-10-65, Consolidation. ASC 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, including combinations among mutual entities and combinations by contract alone. Under ASC 805, all business combinations are accounted for by applying the acquisition method. Accounting for 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.

 

•  Earnings per share

 

Basic per share amounts are calculated using the weighted average shares outstanding during the year, excluding unvested restricted stock units. The Company uses the treasury stock method to determine the dilutive effect of stock options and other dilutive instruments. 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 period.

 

•  Segment Reporting

 

ASC 280, Segment Reporting 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.

 

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•  Reclassification of Prior Year Presentation

 

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.

 

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”) requiring mandatory audit firm rotation 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.

 

  • 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. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

 

Accounting Standards Adopted

 

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (“ASU 2018-13”), which eliminates, adds and modifies certain disclosure requirements for fair value measurements. The amendment is effective for interim and annual reporting periods beginning after December 15, 2019. The Company has evaluated and the adoption of this does not have any impact on the financial statements.

 

In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (“ASU 2018-18”), which clarifies the interaction between ASC 808, Collaborative Arrangements and ASC 606, Revenue from Contracts with Customers. Certain transactions between participants in a collaborative arrangement should be accounted for under ASC 606 when the counterparty is a customer. In addition, ASU 2018-18 precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue if the counterparty is not a customer for that transaction. ASU 2018-18 should be applied retrospectively to the date of initial application of ASC 606. This guidance is effective for interim and fiscal periods beginning after December 15, 2019. The Company has evaluated and the adoption of this does not have any impact on the financial statements.

 

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Accounting Standards Issued, Not Adopted

 

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This ASU requires measurement and recognition of expected credit losses for financial assets. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. ASU 2016-13 is effective for the Company beginning January 1, 2023. Entities will apply the standard's provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is currently evaluating the potential effect of this standard on its financial statements. The Company does not expect this standard to have a material impact on its financial statements.

 

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes: Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2020, with early adoption permitted. Adoption of the standard requires certain changes to be made prospectively, with some changes to be made retrospectively. The Company does not expect the adoption of this standard to have a material impact on its financial position, results of operations or cash flows.

 

In March 2020, the FASB issued ASU 2020-03, “Codification Improvements to Financial Instruments”: The amendments in this update are to clarify, correct errors in, or make minor improvements to a variety of ASC topics. The changes in ASU 2020-03 are not expected to have a significant effect on current accounting practices. The ASU improves various financial instrument topics in the Codification to increase stakeholder awareness of the amendments and to expedite the improvement process by making the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. The ASU is effective for smaller reporting companies for fiscal years beginning after December 15, 2022 with early application permitted. The Company is currently evaluating the impact the adoption of this guidance may have on its consolidated financial statements.

 

In August 2020, the FASB issued ASU 2020-06 Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) related to the measurement and disclosure requirements for convertible instruments and contracts in an entity's own equity. The pronouncement simplifies and adds disclosure requirements for the accounting and measurement of convertible instruments and the settlement assessment for contracts in an entity's own equity. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2021 and early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact that this standard will have on its consolidated financial statements.

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 BUSINESS

Our Mission

Our mission statement is: Loyalty and Data…that’s what we do.

We are an acquisitions-focused, e-commerce holding company. Since 2018, we developed our unique SoPa branded platform and acquired our #HOTTAB and Leflair ecosystems to facilitate e-commerce transactions between our consumers and our merchants in Southeast Asia (“SEA”) (including Vietnam, Philippines, Indonesia, Singapore, Malaysia, Thailand, Cambodia, Laos, Myanmar, and Brunei) and South Asia (including India, Bangladesh, Sri Lanka, the Maldives, Nepal, Bhutan, and Pakistan). Our marketing platform empowers small and medium enterprises (“SMEs”) to benefit from e-commerce opportunities in developing and frontier markets across SEA and South Asia, driving job-creation and economic growth in two of the world’s most dynamic regions. We intend to 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. As more merchants and consumers in SEA and South Asia register on our Society Pass platform, more transaction data is generated. With more data generation, there are more opportunities for creating loyalty from consumers to merchants.

Our Company 

We acquire and operate e-commerce platforms and mobile applications through our direct and indirect wholly or majority-owned subsidiaries, including but not limited to Society Technology LLC, SoPa Technology Pte Ltd, SoPa Cognitive Analytics Pte Ltd, Sopa Technology Co Ltd, HOTTAB Pte Ltd and HOTTAB Vietnam Co Ltd. Along with HOTTAB Asset Vietnam Co Ltd (currently wholly-owned by one employee of HOTTAB Vietnam Co Ltd and contractually operated by HOTTAB Vietnam Co Ltd), these eight companies form the Society Pass Group (the “Group”). The Group currently markets to both consumers and merchants in Vietnam while maintaining an administrative headquarters in Singapore. We recently acquired an online lifestyle platform of Leflair branded assets (the “Leflair Assets”) as more fully described in “Business – Leflair” and have integrated the Leflair assets with the Society Pass ecosystem. After the completion of our initial public offering (“IPO”), we intend to expand our e-commerce ecosystem throughout the rest of SEA and South Asia by making selective acquisitions of leading e-commerce companies and applications with particular focuses on Philippines, Indonesia, India and Bangladesh.

Our business currently comprises of seven e-commerce interfaces which are divided into two segments: a consumer facing segment targeting consumers and a merchant facing segment targeting merchants. The consumer facing segment includes SoPa Loyalty App, SoPa.asia Loyalty Marketplace website, Leflair Lifestyle App, and Leflair Lifestyle Marketplace website. The merchant facing segment includes #HOTTAB Biz App, #HOTTAB POS App and Hottab.net admin website (these e-commerce interfaces comprising both the consumer facing and the merchant facing segments are collectively referred to in this prospectus as the “Platform”). Our loyalty-focused and data-driven e-commerce marketing platform interfaces connect consumers with merchants in the food & beverage (“F&B”) and lifestyle sectors, assisting local brick-and-mortar businesses to access new customers and markets to thrive in an increasingly convenience-driven economy. Our 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.

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Our consumer facing business consists of our “SoPa” and “Leflair” brands. Through our SoPa Loyalty App and SoPa.asia Loyalty Marketplace website, we provide frictionless online ordering and delivery experience for consumers in the F&B sector. Our Leflair lifestyle e-commerce platform markets and sells products in three verticals: Fashion & Accessories, Beauty & Personal Care, and Home & Lifestyle. Our consumer facing platforms feature an easy-to-navigate, multi-lingual user interface with multiple integrated payment and delivery options.

 

Branded as “#HOTTAB”, our merchant facing business helps merchants increase revenues and streamline costs with an online and multilingual store front, fully integrated POS software solution, joint marketing program, payment infrastructure, loyalty administration, customer profile analytics, and SME financing packages. Through #HOTTAB Biz App, #HOTTAB POS and Hottab.net merchant administration website interfaces, #HOTTAB functions both online and offline and facilitates transactions, orders, voucher redemption, and rewards. Merchants only need a smart device in order to quickly access our #HOTTAB product ecosystem. In addition, our Customer Care department provides attentive after-sales service.

In the fourth quarter of 2021, we expect to launch our unique merchant agnostic and universal loyalty points, branded as “Society Points.” We expect that Society Points will create permanent customer loyalty for merchants through the issuance and redemption of Society Points with unique and personalized deals. After its launch, consumers will be able to use Society Points at merchant locations initially throughout Vietnam and then we expect to expand availability of Society Points throughout SEA and South Asia See “Business —Loyalty Points —Society Points.”

As of October 13, 2021, we have onboarded over 1.5 million registered consumers and over 3,500 registered merchants/brands on our Platform.

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Corporate Structure

Society Pass Incorporated (formerly named Food Society, Inc.) is a Nevada corporation that was incorporated on June 22, 2018. We operate solely through the Group. Summaries of each Group member are provided below.

Society Technology, LLC, a Nevada limited liability company formed on January 24, 2019, is owned by 100% by Society Pass Incorporated. Society Technology, LLC owns all intellectual property rights to copyrightable, patentable, and other protectable matter in our business, including trademarks.

Society Technology Pte Ltd, a company limited by shares incorporated under the laws of Singapore on June 06, 2019, is owned by 85% by Society Pass Incorporated. Society Technology Pte Ltd manages the Group’s operating activities in SEA and South Asia countries.

SoPa Cognitive Analytics Private Limited, a company limited by shares incorporated under the laws of India on February 05, 2019, is owned by 100% by Society Technology Pte Ltd. SoPa Cognitive Analytics Private Limited operates the Group’s technology and software development in India.

Sopa Technology Co Ltd, a company limited by shares incorporated under the laws of Vietnam on October 1, 2019, is owned 100% by Society Technology Pte Ltd. Sopa Technology Co Ltd operates the Group’s consumer facing business in Vietnam.

HOTTAB Pte Ltd, a company limited by shares incorporated under the laws of Singapore on January 17, 2015, is owned 100% by Society Technology Pte Ltd. HOTTAB Pte Ltd manages the Group’s regional merchant facing business in SEA and South Asia countries.

HOTTAB Vietnam Co Ltd, a company limited by shares incorporated under the laws of Vietnam on April 17, 2015, is owned 100% by HOTTAB Pte Ltd. HOTTAB Vietnam Co Ltd manages the Group’s merchant facing business in Vietnam.

HOTTAB Asset Vietnam Co Ltd, a company limited by shares incorporated under the laws of Vietnam on July 25, 2019, is currently wholly-owned by one employee of HOTTAB Vietnam Co Ltd. HOTTAB Asset Vietnam Co Ltd manages the Group’s website and apps in Vietnam via a contractual relationship. HOTTAB Vietnam Co Ltd has an irrevocable call option to acquire 100% of the equity of HOTTAB Asset Vietnam Co Ltd.

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Corporate Information

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

 

Our corporate website address is www.thesocietypass.com. The website for our lifestyle e-commerce marketplace is www.leflair.com. The website for our loyalty marketplace is www.sopa.asia. The website for our merchant facing business is www.hottab.net. The information included on our websites are not part of this prospectus.

 

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 will provide market opportunities for our Company in SEA and South Asia. SEA and South Asia are large economies and, as of 2020, their respective GDP were US$3.1 trillion and US$3.5 trillion, respectively. In comparison, the respective GDP for both the EU and the US totaled US$15 trillion and US$20.8 trillion in 2020. SEA has experienced rapid economic growth rates in recent years, far exceeding growth in major world economies such as Japan, the EU and the US. According to the International Monetary Fund (IMF) since 2010, SEA has averaged 4.6% GDP growth, compared to 0.7% for Japan, 0.8% for the EU and 1.7% for the US. The three largest and most populous countries in SEA are Indonesia, the Philippines and Vietnam with a combined population of approximately 500 million people.

Vietnam’s GDP growth averaged 6.1% from 2011 to 2020 and is expected to average 7% for the next five years. The size of Vietnam’s economy grew from US$39 billion in 2000 to US$340 billion in 2020 and is projected to reach US$530 billion by 2025. SMEs are a dynamic, driving force in Vietnam’s economy, contributing 40% to its GDP last year. Similarly, according to IMF, South Asia has averaged 5.2% annual GDP growth since 2010 with the size of the economy of South Asia growing from US$2 trillion in 2010 to US$3.3 trillion in 2020.

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Both SEA and South Asia continue to enjoy robust population growth. The United Nations Population Division estimates that the population of the SEA countries in 2000 was approximately 525 million people growing to 668 million in 2020. Vietnam has a population of approximately 98 million people today compared to 80 million people in 20002. According to the United Nations, the population of South Asia totaled 1.9 billion people in 2020 with 1.3 billion people in India alone.

This population growth is driving rising levels of urbanization. Mirroring the demographic trends in China more than 25 years ago, Vietnamese are moving to cities in greater numbers. In the past two decades, Vietnam’s urbanization rate has increased steadily at approximately 3% per year since 2000, with 36% of the population now living in cities. By comparison, India’s urban population has increased over 2% per year since 2000, with 34% of India’s population living in cities. India’s capital, New Delhi, adds almost a million new inhabitants a year.

This urbanization trend is highly correlated with the growth of the middle class. Simply put, urbanization drives middle class consumption demand. According to the World Bank, Vietnam’s middle class currently accounts for 13% of the population and is expected to reach 26% by 2026. Fitch Solutions predicts that Vietnam’s real household spending will expand at an annual average annual growth rate of 7.5% year-on-year from 2021 to 2024. Fitch Solutions notes that India’s middle-class households are growing, with 36.6 million households expected to earn a net income of more than US$10,000 by 2024, placing India firmly in the middle-income bracket category.

And despite the ongoing effects from the Covid-19 pandemic, the Internet economy continues to boom in SEA and South Asia. 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%. According to Google Temasek e-Conomy SEA 2020 Report, e-commerce, online media and food delivery adoption and usage surged with the total value of goods and services sold via the Internet, or gross merchandise value GMV, in SEA, expected to reach more than US$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 US$300 billion by 2025.

Vietnam’s mobile penetration rate has reached 95% in city areas and among SEA countries, Vietnamese consumers spend the most time online for personal purposes, just after Singaporean users. According to Google Temasek e-Conomy SEA 2020 Report, total GMV of e-Commerce spending in Vietnam is currently US$ 14 billion and is forecast to grow to over US$ 50 billion by 2025.

With more than half a billion Internet subscribers, South Asia contains some of the largest and fastest growing markets for digital consumers, and the rapid growth has been propelled by public and private sector alike. India and Bangladesh lead the charge in Internet adoption, and it is expected that by 2025 close to two thirds of consumers in these markets will be using mobile internet. As consumers in these markets look increasingly towards online platforms to shop, the total value of internet-based transactions has grown tremendously and is expected to keep doing so. Total GMV of South Asia’s Internet economy is expected to skyrocket from US$74 billion in 2020 to US$210 billion in 2025.

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

2 See the United Nations 2019 Revision of World Population Prospects.

 

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Vietnam Economic Growth

Solid economic growth and favorable demographic drivers increased the size of Vietnam’s economy from US$158 billion in 2000 to US$807 billion in 2020 according to the World Bank. Indeed, Vietnam has been one of the fastest growing economies within SEA over the past two decades. According to MacroTrends, Vietnam’s GDP growth has ranged between 5.25% to 7.55% from 2001 to 2019. And despite the emergence of Covid-19 pandemic, Vietnam is leading the economic rebound in SEA countries with the World Bank forecasting Vietnam’s GDP growth rate to reach 2.8% for 2020. By comparison according to the Asian Development Bank, SEA GDP growth rate in 2020 is forecast to be -3.8%. By comparison, Reuters projects China’s GDP to expand by only 2.1% in 2020. And according to Statista, Vietnam’s GDP growth rate is expected to rebound to 6.7% in 2021 and average 7% until 2024.

Source: The World Bank

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By focusing on trading with its richer Asian neighbors as part of the global supply chain to drive economic growth, Vietnam mirrors the socio-economic development path of the so-called Asian Tiger economies of Hong Kong, Singapore, South Korea and Taiwan. Vietnam tremendously benefits from participation in global and regional free trade agreements, including ASEAN, APEC and RCEP, all of which cover over 80% of world GDP. In addition, the manufacturing industry contributes just under 20% of GDP versus 60% in Asia Tigers during their peak growth phase, which suggests a strong middle-class expansion and rise in disposable income will occur in the next decade. And SMEs are driving this middle-class expansion with SMEs contributing 40% of the output of Vietnam’s economy. We believe that these factors indicate Vietnam is on a clear path from a lower GDP bracket to top of middle-income bracket of the world’s economies.

Prime Positioning in Vietnam’s FTAs with other regions

 

Source: Vietnam Briefing

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Vietnam Population Growth and Favorable Demographics

Vietnam currently has an estimated population of approximately 97.3 million people compared to approximately 79.9 million people in 2000, which represents approximately 22% growth during such period.3 According to the World Bank, Vietnam’s population is expected to increase to 120 million by 2050. Furthermore, Vietnam’s population is relatively young and median age stands at 32 with more than 70 percent of the population under 35 years of age. By comparison, the median age stands at 38 for China and 38 for the US, respectively.

 

Growth of Vietnam’s Middle Class

Vietnam’s increasing rate of urbanization is highly correlated with its expanding middle class and increasing levels of consumer spending. Paralleling the demographic trends in China more than 25 years ago, Vietnamese are moving from the countryside to the cities in increasingly greater numbers in search of better economic opportunities and higher standards of living. According to the World Bank, Vietnam’s urbanization rate of 37% today closely resembles China’s urbanization rate in the late 1990s. According to Worldometer, Vietnam’s urbanization rate has increased from 24% in 2000 to 37% in 2020, compared to 50% in China and 75% in developed world, which indicates the significance of Vietnam’s potential to urbanize. Furthermore, Statista forecasts that the urban population will surpass that of rural areas by 2050.

This urbanization trend is highly correlated with the growth of the middle class. Simply put, urban dwellers demand middle class products and services. And their high levels of disposable income earned from manufacturing employment is driving the growth of Vietnam’s middle class. With per capita income for middle income countries ranging from US$2,800 to US$10,000, Vietnam’s middle class currently accounting for 13 percent of the population and is expected to reach 26 percent by 2026.

3See the United Nations 2019 Revision of World Population Prospects.

 

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Source: The World Bank

As more people move to the cities, they will acquire steady employment and increasingly more disposable income and consume in greater quantities. For example, urban discretionary spending has skyrocketed in the decade after 2010 with consumer spending nearly tripling in the last decade to US$179 billion as of 2020. We believe that such trends inevitably will lead to a bigger middle class and accompanying demand for middle class needs, products and services, including demand for our SoPa, Leflair and #HOTTAB-branded products.

Source: Tradingeconomics

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Adoption of Internet Mobile Technology in Vietnam

In line with the rising urbanization trend and increased consumer spending, the adoption of mobile technologies by Vietnamese consumers has also grown in the past decade. Today, Vietnam’s mobile penetration rate has reached 95% in city areas and among SEA countries, Vietnamese consumers spend the most time online for personal purposes, just after Singaporean users.

 

 

Source: Google-Temasek e-Commerce SEA report 2020

In addition to new online users, COVID-19 led to an acceleration of digital consumption as users tried digital services for the first time. For example, 41% of Vietnam’s digital service consumers started using the service directly as a result of the pandemic. And this new digital acceleration is sticky with 94% of new digital service consumers intending to continue with the service post-pandemic.

Source: Google-Temasek e-Commerce SEA report 2020

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Total GMV of e-Commerce spending in Vietnam is currently US$ 14 billion and is forecast to grow to over US$ 50 billion by 2025.

Challenges of Digitization Faced by Merchants

Vietnamese merchants increasingly recognize that it is almost impossible to grow and sustain their business without maintaining an active online presence. Online orders and relevant information about the market of a particular area are incontrovertibly essential for retaining a constant stream of revenue leveraging existing resources, assessing excess capacity and inventory, making overall business decisions. Creating a digital platform within only one brand is a challenge for independent businesses given the nature of the process as well as their limited resources to handle the system and to persuade the customers to stay within the system. Realistically, an average consumer is not looking to install a separate mobile application for each restaurant or service provider she desires to patronize. Furthermore, not all the businesses can afford Internet advertising and/or even constant Internet presence through their own websites. Ultimately, businesses are forced to exist in a framework of what is offered by technology companies that create and maintain various type of interest-bound platforms: for travelling, for food delivery services, for transportation and other products and services.

Because of these market constraints, merchants in Vietnam rely on multiple platforms to reach their respective audiences. Platforms such as ‘closed-loop’ programs and third-party wallets/apps/POS systems have become increasingly popular in Vietnam as a result. However, from the point of view of the merchants, these existing platforms possess a number of disadvantages. First, the platforms force merchants to provide cash discounts to customers. Such cash discounts inevitably affect profit margins. Second, cash discount programs do not create customer loyalty as consumers visit the merchants simply due to the cost savings. Finally, merchants are not able to aggregate consumer data from each platform nor build effective customer profiles. This situation results in the inability to effectively measure promotion programs.

Limitations of Current Platforms in Meeting Consumers’ Needs

Vietnamese consumers face a confusing array of multiple apps in the marketplace. First, such apps and websites offer more functionality than vendors of various goods and services can possibly keep up with. Second, although changing, Vietnamese merchants historically operate on a cash-only basis. As a result, various payment systems are not mutually interconnected and do not allow consumers to spend bonus points of one platform earned from travelling in order to purchase goods or services at another cash-only or offline restaurant. Finally, consumers do not receive personalized deals based on their purchases and behavior, which limits the attractiveness of such apps and websites.

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Our Business Model

With our dual facing business model, Society Pass sits at the nexus of our Society Pass ecosystem. For our consumers, we offer personalized promotions and expect to offer Society Points in the fourth quarter of 2021. For our merchants, we sell POS software, vendor finance and merchant marketing program. Our business model incents both consumers and merchants to transact with one another to receive personalized offers, Society Points (when launched) and generate revenues.

Our Platform consists of seven interconnected interfaces:

1)   SoPa Loyalty App;

 

2)   Sopa.asia Loyalty Marketplace Website;

 

3)   #HOTTAB Biz App;

 

4)   Hottab.net Merchant Admin Website;

 

5)   #HOTTAB POS App;

 

6)   Leflair Lifestyle App; and

 

7)   Leflair.com Lifestyle Website.

 

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The diagram below is a representation of our Society Pass Platform:

Consumer Facing Business

Vietnamese consumers face a plethora of ordering, delivery and loyalty websites and apps. As a result, consumers almost never receive personalized deals based on their purchases and behavior. Instead, they are offered ‘one size fits all’ promotions unlikely to be relevant to them as individual consumers. SoPa and Leflair-branded consumer businesses aim to change this market dynamic by personalizing deals based on consumers’ purchase history, location and preferences. Because our technology platform allows us to know when, where, how much and sometimes why purchases of goods are made, our SoPa and Leflair interfaces will be able to offer personalized deals to our users. We believe that this is a unique market differentiator for our company.

We serve or will serve consumers in Vietnam through our SoPa Loyalty App, SoPa.asia Loyalty Marketplace website, Leflair Lifestyle App and Leflair.com Lifestyle Marketplace website. After registering on one of our Platform’s interfaces, consumers access a wide array of value-enhancing and time-saving products and services while providing cross-platform experience. Users search for, order and purchase from thousands of merchants located throughout Vietnam. In addition, consumers can choose to have their purchased products/services delivered to their homes or offices with a click of a button. We help consumers find the most apt, local businesses for their everyday lifestyle without extensive research. Our user-friendly SoPa Loyalty App and Leflair Lifestyle App are free to download on both Apple Store and Google Play and SoPa.asia Loyalty Marketplace website and Leflair.com Lifestyle Marketplace website are easily accessible on the Internet. Our built-in payments and reward systems are intuitive and secure. Our proprietary search technology and our content enables consumers to receive especially relevant results for highly specific local searches. Ultimately, we are targeting broad demographic appeal, serving local communities nationally and internationally. We have deep technology integrations with maps, apps, search engines, intelligent GPS systems, payment terminals, digital assistants, vertical directories and social networks, such as Apple Maps, Facebook, Google, and Google Maps. We have established strong, long-term relationships with many of our partners’ services.

At present, SoPa’s merchants are in the F&B sector and Leflair’s brands are in the lifestyle sector. Going forward, we intend to expand our product/service offering to include grocery stores, convenience stores, movie theaters, gas stations, beauty salons and travel agencies.

To provide seamless payment integration for our consumers, we have partnered up with the following digital wallets in Vietnam:

  1) VTC Pay;

 

  2) VNPT Pay;

 

  3) Momo;

 

  4) Zalo Pay; and

 

  5) Paytech.

 

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And to provide delivery service for our consumers, Society Pass has partnered up with the following third-party delivery companies in Vietnam:

  1) Lala Move;

 

  2) Handy Cart; and

 

  3) Tikinow.

 

SoPa.asia Loyalty Marketplace Website

The motto for our SoPa.asia Loyalty Marketplace website is Search, Discover and Order.

With our commission-free, multi-lingual e-commerce discovery and ordering platform, the SoPa.asia Loyalty Marketplace will offer a variety of products and services from thousands of registered, Vietnam-based restaurants, cafes and bars to advertise their products and services for our hundreds of thousands of registered consumers in Vietnam. SoPa.asia Loyalty Marketplace tracks users’ spending and transaction activities, while simultaneously presenting them with intelligently selected exclusive offers. And by the fourth quarter of 2021, we intend to allow our consumers to earn and redeem universal Society Points with any of our merchants.

SoPa.asia provides the following functions:

  1) Search/Review: With our smart search engine, consumers search/review their favorite merchant and product/service among thousands of choices. Our ratings improve merchant customer service and product quality;

  2) Location-based Homepage: Based on consumers’ location, nearby merchants and exclusive offers are selected and displayed on the homepage for a smooth, user-friendly interaction;

  3) Merchant Spotlight: Featured merchants get customized banners on SoPa.asia homepage, making it easier for consumers to discover and purchase from these merchants;

  4) Smart Categories: Consumers can easily filter food, services and narrow down their choices by pre-defined categories and collections;

  5) Ordering: Consumers purchase products/services through SoPa.asia Marketplace. Orders are received by merchants. Payment integration is executed through our partnerships with digital wallet partners (VNTP Pay, VTC Pay, Zalo Pay, Momo, and Paytech). All payment methods, including credit card, debit card and cash are accepted. By the fourth quarter of 2021, we intend to launch and accept Society Points as a payment method; and

  6) Delivery: Through our partnerships with Lala Move and Handy Cart, orders are seamlessly delivered to consumers’ homes or offices.

 

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SoPa Loyalty App

Downloadable on both Google Play and Apple Store, our SoPa Loyalty App provides the following functions:

  1) Search/Review: With our smart search engine, consumers search/review their favorite merchant and product/service among thousands of choices. Our ratings improve merchant customer service and product quality;

 

  2) Offers/Ordering: Consumers order from or reserve seats at thousands of merchant choices. Personalized promotions are based on purchase history and location;

 

  3) Payments: SoPa provides our consumers with anytime payment capabilities and full digital wallet functionality through payment integration partnerships with four leading digital wallets in Vietnam (VNPT Pay, VTC Pay, Momo, Zalo Pay, and Paytech). Our payment integrators enable consumers to simply pay to any vendor or service provider they prefer without any terminals or ATMs or direct using an existing credit, debit, or prepaid card account. In other words, our payment integration partnerships allow for fast and secure payment anytime, anywhere. Or our users can pay by cash or with Society Points beginning in the fourth quarter of 2021. Consumers can review their purchase history. Any mobile device connected to the Internet will be able to transact payments, creating a convenient and frictionless payment experience for consumers;

 

  4) Delivery: SoPa has partnered up with two Vietnam-based delivery companies, La Move and Handy Cart to offer seamless delivery of product from merchant to consumer’s home or office at the touch of a button. Consumers place orders for delivery, pickup, or order at our logistics center;

 

  5) Society Points: Commencing in the fourth quarter of 2021, we expect to begin our Society Points program and with every order, consumers will receive Society Points, which we expect will be redeemed at thousands of merchant locations. Personalized deals from merchants they love, where they can freely and easily spend their Society Points.

 

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Leflair Lifestyle Marketplace Website

As a flash sales lifestyle e-commerce retail company, Leflair.com website and Leflair App sell products in three separate verticals: fashion & accessories, beauty & personal care, and home & life.

We market and sell international premium branded products to consumers in Vietnam on our Leflair Lifestyle Marketplace website and Leflair Lifestyle App. We offer new sales events on a periodic basis with a curated selection of popular branded products at highly discounted prices in limited quantities during limited time frames. As a result, Leflair makes exclusive brands more accessible to Vietnamese consumers while providing brands and distributors with an efficient way to move inventory in Vietnam thereby enhancing their brand equity (i.e., premium website imagery, brand specific content, attention to details at every customer touchpoint with premium packaging). Leflair sells to consumers merchandise sourced only from official brands and distributors. This allows Leflair to check the quality and ensure the authenticity of all products sold on our website. Our in-house production studio allows us to ensure and enhance the brands’ equity and identity while efficiently clearing inventory.

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Leflair’s business model emphasizes the following:

  1) Exclusive products sourced locally and internationally. Most brands/products sold on Leflair are not sold on other e-commerce sites. And we partner with brands and distributors with existing operations and inventory in Leflair’s countries;

 

  2) Best-in-class production, marketing and customer experience. Leflair is now recognized as a distinct brand dedicated to premium lifestyle. We operate in-house studios for a unique imagery in Southeast Asia and our in-house marketing and customer support teams ensure a seamless, top-quality customer experience.

 

  3) Proprietary technology. Our internal software development team has created a proprietary software, platform and operations tools, including warehouse management system, CRM, mobile application, and third-party management tool for delivery

 

  4) No inventory risk. Our inventory risk close to zero as we operate on the following inventory models:

 

  a) Transshipment model: operating model under which the stock for the sales event is reserved in the supplier’s warehouse. Multiple purchase orders (“POs”) are shared all along the sales event and such items are then delivered to Leflair. Fulfillment and Customer Services (“CS”) are handled by Leflair. All returned items from customers to Leflair are sent back to the supplier.

 

  b) Consignment model: operating model under which the supplier delivers the stock for the sales event to Leflair’s warehouse 7-10 days prior to the latter. Products are then shot by Leflair, who also takes care of fulfillment and CS. All returned and unsold items are sent back to the supplier or kept for a future sale.

Leflair Lifestyle App

Downloadable on both Google Play and Apple Store, our Leflair Lifestyle App provides the following functions:

  1) Search/Review: With our smart search engine, consumers search/review their favorite brands among hundreds of choices in Apparel, Bags & Shoes, Accessory, Health & Beauty, Home & Lifestyle, International, Women, Men and Kids & Babies categories;

 

  2) Offers/Ordering: Consumers order from hundreds of vendor choices with personalized promotions based on purchase history and location. We also highlight a particular brand (s) on the “Today’s New Sale”;

 

  3) Payments: Leflair provides our consumers with anytime payment capabilities and full digital wallet functionality through payment integration partnerships with four leading digital wallets in Vietnam (VNPT Pay, VTC Pay, Momo, Zalo Pay, and Paytech). Our payment integrators enable consumers to simply pay to any vendor or service provider they prefer without any terminals, ATMs or direct use of an existing credit, debit, or prepaid card account. In other words, our payment integration partnerships allow for fast and secure payment anytime, anywhere. Alternatively, our users can pay by cash or with Society Points beginning in the fourth quarter of 2021. Akin to the functionality of a full digital wallet, consumers can review their purchase history;

 

  4) Delivery: Leflair has partnered up with a Vietnam-based delivery company, Tikinow, to offer seamless delivery of product from merchant to consumer’s home or office at the touch of a button. Consumers place orders for delivery or pickup at our logistics center;

 

  5) Society Points: Commencing in the fourth quarter of 2021, consumers will able to earn Society Points, which then can be redeemed at thousands of merchant locations. Consumers can freely and easily use their Society Points towards personalized deals from their favored merchants.

 

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Merchant Facing Business

Merchants in Vietnam are forced to rely on multiple standalone platforms such as ‘closed-loop’ loyalty programs, third-party digital wallets/storefronts and third-party POS systems, all of which do not fully integrate with merchants’ existing platforms. As a result, merchants find it difficult to effectively aggregate consumer data gathered from each platform, build valuable customer profiles, and measure the effectiveness of their promotions beyond the merchant’s reach. Furthermore, these existing technology platforms decrease profit margins by forcing merchants to provide economically unfeasible cash discounts/rebates to consumers. Since cash discounts provide instant gratification instead of building a bond with the merchant, such platforms do not incent consumers to patronize merchants for customer loyalty but rather solely for economic benefits.

We serve our merchants with an integrated technology ecosystem that addresses and personalizes their technology needs. Our #HOTTAB products (#HOTTAB Merchant POS solution, Hottab.net admin website, #HOTTAB Biz App, and SME financing packages), allows merchants to effortlessly record transactions, market offers, set discounts, and execute redemptions/rewards online or offline. Merchants only need a smart device and five minutes in order to be able to engage with our entire Platform. In addition, loyalty admin and customer profile analytics software to attract and retain consumers through personalized, data-driven engagement with greater profitability. #HOTTAB offers our products on a freemium subscription model. Merchants decide how much they want to spend based on their current technology spending constraints and customer marketing outreach plans.

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#HOTTAB Merchant POS Solution

We currently market and sell our #HOTTAB POS software to merchants in Vietnam. Beginning in 1H 2022, we expect to market our #HOTTAB branded mobile payment device to merchants in SEA and South Asia. Our #HOTTAB POS Solution replaces the traditionally chunky POS station, card machine and paper orders.

#HOTTAB Merchant POS Solution functions include:

  1) We expect that our #HOTTAB Mobile Payment Device, when available, will automate the checkout process by acting as credit card reader and a QR scanner for merchants in SEA and South Asia.

 

  2) Transactions Reporting enables merchants to generate detailed sales reports (based on product, hour, employee, total cost of items sold, total retail amount, net profit, profit percentage, and gross margin) and provide snapshots and charts on sales performance;

 

  3) Merchants can easily choose from quick service/dine in/delivery/takeaway dining options depending on customer request;

 

  4) Integration with existing cashier/kitchen/multiple printers through email, text or paper receipts will be available;

 

  5) Merchants will have access to settings for promotions as well as menu management; and

 

  6) Operation on a multi-lingual interface (English, Vietnamese or Hindi).

 

 

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Hottab.net Merchant Admin Website

Hottab.net provides an analytic dashboard for merchants to analyze their daily orders and top selling items. The dashboard offers multichannel communication, self-service features, PR Capability, marketing functionality, and Live Chat.

Our Hottab.net merchant admin website is designed to increase revenues and streamline costs for our merchants. #HOTTAB provides merchants with customer profile analytics, loyalty management, payment infrastructure, SME financing packages and special joint marketing program. In addition, our Customer Care department provides attentive after sales service and fast response to our clients’ every question and concern.

Hottab.net has, or with respect to Society Points, is expected to have the following functions:

  1) Analytics: Merchants will track their order history and accept all forms of payment methods. We expect in the fourth quarter of 2021, this will include features such as Society Points and a review page for payment history;

 

  2) Offers and Promotions: Merchants will easily create bundle offers or various promotions. Once launched, by awarding Society Points, merchants will incent purchases without sacrificing margins;

 

  3) Merchant Partnership Program: This value-added program is designed to optimize costs and increase revenues for our Merchants through a combination of personalized branding tools, joint marketing campaigns, and special vendor financing programs;

 

  4) POS Solution: Our #HOTTAB POS system will function online or offline, allowing transactions, redemptions, orders, and rewards to continue uninterrupted even in a power outage. Merchants only need a smart device in order to promptly engage with our entire platform; and

 

  5) Vendor Financing: Merchants can buy directly from featured suppliers with built-in financing, payment, and delivery management.

 

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#HOTTAB Biz App

Downloadable from Google Play, #HOTTAB Biz, our merchant app, transforms stores of all types and sizes into digitized storefronts and provides remote access management tools and analytics in real time. The application produces a variety of reports with data insights on profit and loss, sales trends, labor costs, and other key metrics. Merchants are able to review transaction history, sales, billing, inventory management, layout management, analytics reports, Society Points (when available), staff management, research reports, and email marketing lists. The Merchant Application is designed to be integrated with accounting programs.

#HOTTAB Biz functions include:

  1) Oversee Customer Relationship Management (CRM) to track all customer data with one integrated platform including, but not limited to:

  a) Capture customer details such as name, age, birthday, phone number and email address

 

  b) Keep track of customer purchase history

 

  c) Customer location map

 

  d) Order tracking

 

  2) Multiple Payment Options

 

  3) Loyalty Administration: Merchants easily create bundle offers or various promotions and have full control to allocate Society Points (when available) at all levels once launched. Points can be awarded per item, per offer, or as a percentage of the purchase subtotal. Customers and suppliers are identified with user friendly QR codes (mobile phones, emails);

 

  4) Analytics: Data analytics include consumer profile and activity, order analytics, product performance, and transaction data, and offering predictive consumer behavior analysis. All you need is our QR code sticker in order to accept cash, credit, debit, bank, loyalty points, and digital wallet payments. Detailed invoices, customer information, and useful customer insights are automatically saved for you; and

 

  5) Inventory Management: Keeps track of all merchandise by way of:

 

  a) Scanning and counting merchandise digitally

 

  b) Managing merchandise by creating product variations (size, color)

 

  c) Identifying inventory with a unique serial number

 

  d) Tracking inventory levels across multiple locations

 

  e) Consolidating purchases and orders in one order.

 

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Below is an illustrative description of #HOTTAB Biz and Hottab.net admin website easy deployment:

Revenue Model

Our revenues are generated from a diversified a mix of marketplace activities and the services we provide merchants to help them grow their businesses. Our revenue streams consist of consumer facing and merchant facing revenues. Consumer facing revenues consist of selling lifestyle products, through our Leflair.com website and Leflair App, as well as ordering fees and delivery fees, generally as a percentage of the total transaction value, are collected from every transaction processed through SoPa Loyalty App and SoPa.asia Loyalty Marketplace website. Additionally, beginning in the fourth quarter of 2021, consumer facing revenues shall include fees collected from the issuance, cash out, redemption and expiration of Society Points. Merchant facing revenues consist of subscription fees collected from merchants using services under the #Hottab ecosystem and revenues in the form of commissions from the selling and equipment financing of POS Hardware to merchants.

Consumer Facing Business Revenue Model

Revenue streams for our consumer facing business model include:

1)E-commerce revenues recognized through the selling of lifestyle products through our Leflair.com website and Leflair App;
2)Ordering Fees which constitute the fees that various merchants pay for each completed transaction on the Platform, exclusive of delivery fees charged. The fees are usually taken as a fixed percentage of the total transaction value;
3)Delivery fees which include an upfront fixed fee and additional variable fees based on the distance;
4)Beginning in the fourth quarter of 2021, loyalty revenues shall be comprised of (i) the fees paid by merchants wherein they issue product discounts to consumers in the form of Society Points instead of cash, (ii) the fees paid by merchants wherein they accept the tender of Society Points instead of cash, and (iii) the fees paid by merchants wherein they convert accumulated Society Points into cash. See “Business —Sources of Revenue —Society Points.” Additionally, Society Point revenues also include the revenues recognized whenever Society Points expire.

 

Merchant Facing Business Revenue Model

Revenue streams for our merchant facing business model include:

  1) Subscription Fees, which consist of the fees we charge merchants to access the Merchant Marketing Program. As such, these merchants enjoy discounts on ordering fees, POS systems, and loyalty issuances in addition to marketing services performed by #HOTTAB;

 

  2) We currently market and sell our #HOTTAB POS software and, when available, expect to market and sell our #HOTTAB branded mobile payment device to merchants in Vietnam and Nepal by strategically marketing to F&B and Hotel merchants. We collect a fixed fee per month based on the number of systems employed and revenues from selling such devices;

 

  3) Optional add-on software services which include Analytics and Chatbox capabilities at a fixed fee per month.

 

  4) Commissions earned through selling third party hardware and equipment (i.e., cashier stations, waiter tablets and printers) to merchants. Sales commissions are usually taken as a fixed percentage of the selling price of each piece of equipment. We also earn commissions from our equipment vendor on a quarterly basis based on our ability to surpass pre-agreed sales targets.

 

  5) Vendor Financing. We will collect brokerage fees whenever we facilitate financing transactions between merchants and one of our partner financial institutions. We charge merchants a percentage of the total amount to be financed.

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Society Points

Consumers confront a dizzying array of ‘closed-loop’ loyalty programs. Although such platforms allow users to accumulate loyalty points, they have one inherent fundamental flaw: these close loop platforms are only valid with the issuing merchant. In other words, closed loop programs give consumers little freedom to redeem loyalty points for something they value at any given time.

We expect that, once launched in the fourth quarter of 2021, our Society Points will begin to resolve this issue and underpin the entire Society Pass ecosystem. Society Points will be available in the consumer/retail sectors in SEA and South Asia and is expected to create permanent customer loyalty for merchants. As such, our Platform is ‘open loop’, meaning SoPa consumers and #HOTTAB merchants can earn, issue and redeem our Society Points which, in turn, will enhance customer experience by rewarding users for their loyalty to #HOTTAB merchants. Using discount coupons (not including cash discounts) issued by merchants, consumers will be able to spend Society Points on deals they want, when they want them and from merchants they love. Consumers’ allegiance to Society Pass ecosystem is strengthened as they earn and redeem benefits while merchants issue Society Points, coupons, and other bonuses through specifically tailored marketing campaigns. Society Points will be a tier-structured program, enticing frequent users by increasing reward values as the users consume/engage with more products/activities. We will set the Society Points conversion ratio and limit its permitted use and/or redemption. Merchants will choose payment consideration in cash or Society Points in lieu of cash.

The diagram below illustrates how Society Points will be issued, circulated and redeemed

The Society Points circulation process is expected to be the following. First, assuming a US$10 food order and a 20% discount via issuance of Society Points, a SoPa consumer orders food via SoPa App or SoPa.asia website. Payment of US$10 is effectuated via the consumer’s SoPa account through one of SoPa’s payment integration partners. Second, as the consumer completes the US$10 purchase, Merchant A purchases 2 Society Points from the Company while SoPa instantly credits 2 Society Points to Merchant A’s account. Third, the consumer earns 2 Society Points from the #HOTTAB merchant through a specifically tailored marketing campaign and her SoPa account is immediately credited with 2 Society Points. The level of discounting or the number of issued Society Points will depend solely on the merchant.

 

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Society Pass will recognize a number of revenue streams in this example. First, the Company earns ordering fees after splitting ordering fees with its payment integration partner. Second, if there is a delivery of the food, the Company earns delivery fees after splitting delivery fees with its delivery partner. Finally, the Company will earn a 1% transaction fee on the issuance of Society Points.

In the example above, the consumer pays US$10 in cash to Merchant A. However, she believes that she only spent US$8 because she receives 2 for the food purchase. The consumer gets a great deal.

Merchant A receives US$10 in cash from the consumer but pays US$2 for the 2 Society Points issued to the consumer. So, Merchant A receives a net of US$8 but Merchant A has acquired a loyal customer through the issuance of 2 Society Points as part of Merchant A’s tailored marketing campaign. Merchant A gets a great deal.

We will earn ordering, delivery and loyalty transaction fees because of this transaction. Society Pass gets a great deal.

The consumer will have 2 Society Points in her SoPa account and will be able to use them at any of the merchants on our SoPa/Leflair/#HOTTAB ecosystem.

Our Competitive Strengths

Powerful and Integrated Ecosystem. Our ecosystem serves both consumers and merchants in ways that are designed to maximize value creation and enhance shopping experience. Our ecosystem consists of multiple highly integrated and synergistic-driven verticals. We have the ability to leverage our verticals within our ecosystem to create multiple touch points for consumers and merchants and service them more efficiently.

Unique Loyalty Program. Beginning in the fourth quarter of 2021, we expect to launch our foundational core product, Society Points, to create permanent loyalty between consumers and merchants as well as to our Platform. Merchant and location agnostic, we believe that Society Points will help solve a significant dilemma for many merchants: how to efficiently generate loyalty from existing customers and inexpensively market to new consumers.

Attractive Markets. We currently operate predominantly in Vietnam, which is one of the fastest growing economies in the world. As we continue to opportunistically acquire market leading e-commerce platforms and scale up our operations, we intend to expand to other countries in SEA, especially Philippines, Indonesia, and South Asia, which possess solid economic fundamentals, fast growing middle classes, favorable demographic trends and accelerating adoption of mobile technology.

Experienced Management Team. Our executives and directors possess combined decades of professional expertise in operational, marketing, software development and financial experience in Asia.

Our Growth Strategy

Simply put, our growth strategy is to onboard as many consumers and merchants as possible onto our Platform. Our virtuous cycle of consumer and merchant engagement is as follows: As more consumers and more merchants in SEA and South Asia register on our Society Pass platform, more transaction data is generated. With more data generation, there are more opportunities for creating loyalty from consumers to merchants.

Our goal is to make Society Pass the preferred e-commerce ecosystem for both consumers and merchants in SEA and South Asia. Our SoPa loyal product allows merchants to create sticky interactions with their consumers. Our Leflair e-commerce platform allows premium international and domestic brands to reach a wider consumer base. We aim to make our #HOTTAB merchants successful by connecting them to a large consumer base along with the technology and marketing tools to maximize their sales. In doing so, we plan to engage our registered consumers with a reliable and user-friendly e-commerce ecosystem that serves all of their needs in the F&B and lifestyle verticals. This virtuous marketing cycle creates increasing allegiance to our Platform, which continuously drives consumer traffic, merchant participation and revenues.

The key elements of our growth strategy are as follows:

Maximizing the value of consumer transactions

Growing our consumer base, increasing transaction frequency, and maximizing basket sizes are key growth drivers for our consumer facing business. 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. Through these marketing approaches, we promote features of the SoPa branded interfaces as well as end-to-end capabilities from searches to orders to payments and finally to delivery. 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.

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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 are central to our acquisition strategy. We are onboarding 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 expected launch of our Society Points in the fourth quarter of 2021, #HOTTAB’s POS Solution and business analytics. We strengthen our relationships with merchants by continually improving the quality of our value-added solutions, which better allows us to upsell merchants to premium service offerings such as the advanced and platinum subscription tiers on our #HOTTAB Merchant Marketing Program.

Developing our data and analytics capabilities

We intend to invest further in our data and analytics capabilities so our merchants may better utilize the consumer data generated on our Platform to improve their sales and operations. We also plan to invest in technological innovations that enhance the user experience and boost merchant loyalty by optimizing personalized recommendations.

Building our Loyalty System

Beginning in fourth quarter of 2021, we intend to market our unique merchant agnostic and universal Society Points to both consumers and merchants. Our Society Points are expected to play a pivotal role in attracting merchants to our Platform as they allow merchants to build permanent customer loyalty and inexpensively market to new consumers. 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 F&B.

Entering into Strategic Partnerships

The Company has entered into agreements with the following Vietnamese companies to provide essential services to the Platform:

Dream Space Trading Co. Ltd  (“Handy Cart”), Lala Move Vietnam Co. Ltd  (“Lala Move”) and Tikinow Smart Logistics Co. Ltd (“Tikinow”) provides food delivery services for the Platform; VTC Technology and Digital Content Company  (“VTC Pay”), Media Corporation (Vietnam Post Telecommunication Media)  (“VNPT Pay”), Zion Joint DStock Company (“Zalo Pay”), and Online Mobile Service Joint Stock Co. (“Momo”) provide payment integration services to the Platform which allows merchants to process consumer transactions; SHBank Finance Co. Ltd  (“SHB”) provides vendor financing to merchants on the Platform; and Triip Pte. Ltd (“Triip”) provides travel agency services to the Platform. The aforementioned companies are collectively referred to in this prospectus as “Strategic Partners”. 

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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. As such, we launched the Merchant Marketing Program by onboarding our #HOTTAB registered merchants in second quarter 2021. Through our partnerships, we intend to 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 intend to 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 acquire 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. 

Acquiring other e-Commerce companies and applications in SEA and South Asia

To complement our organic growth strategy, we intend to 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. Our acquisition of #HOTTAB in November 2019, for example, allowed us to start marketing and selling to merchants in Vietnam. Our acquisition of the Leflair Assets in February 2021 allowed us to market and sell lifestyle products to consumers in Vietnam. The Company is currently negotiating with acquisition targets in the F&B, beauty, lifestyle and travel verticals in both SEA and South Asia.

Consumer Marketing Strategy

We drive SoPa app downloads and transactions on SoPa.asia by incenting consumers to transact on our SoPa -branded interfaces. We adopt a multi-pronged approach to consumer outreach through social media posting, email and SMS blasts, QR codes at merchants’ point-of-sale to encourage downloads and various other campaigns. Through our marketing approaches, we plan to emphasize SoPa.asia user-friendly features such as their broad array of payment options, Society Points (when available), multi-lingual ordering interface, direct-to-doorstep delivery and communication with merchants via Chat Box.

Merchant Marketing Strategy

We also intend to drive merchant acquisition via outreach tools such as our SoPa.asia and Hottab.net landing pages, public relations initiatives like press releases, social media, sales efforts to sell marketing services and POS systems to merchants as well as email and SMS blasts. Our messaging to merchants will focus on our value-added services such as menu uploading, extensive payment options, issuance of Society Points (when available) to generate lasting customer loyalty and other features to maximize their success.

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Our target merchants are the following:

Sales Strategy

Society Pass employs an offline sales strategy to sell its various products to merchants, including the #HOTTAB POS, #HOTTAB Merchant Marketing Program and the Vendor Finance Package.

Our sales teams typically contact merchants through cold calls and emails, which if successful will lead to a careful analysis of how a merchants’ business needs are met by existing systems. Should a merchants’ existing systems fail to address their business needs, our sales representatives to present any one of our merchant solutions to bridge the gap. Once merchants join our platform, our representatives will continue to work with them to maintain quality control and to increase their sales volumes. Our sales teams ultimately will focus on emphasizing our value proposition: to provide merchants with access to a rapidly growing base of consumers and the business tools to ensure their success. Our sales team generates leads in accordance to the following process:

 

Expectation of Competition

We operate a loyalty-focused e-commerce ecosystem that connects consumers with merchants in the F&B and lifestyle sectors. Across these verticals, we compete with other online platforms for merchants, who can sell their products on other food ordering platforms or online lifestyle retail marketplaces. We also compete with companies that sell software and services such as Software-as-a-Service providers and point-of-sale module vendors, enabling a merchant to run its business independently of our platform. We expect to be able to compete for merchants based on our unique Society Points feature once launched, which we expect will build lasting customer loyalty for our merchants, as well as our personalized, data-driven approach to customer engagement, both of which ensure that our success is aligned with that of our merchants’.

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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 its 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 and South Asia.

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.

The Company signed a Software Setup, Development and Use License Agreement (the “WF Agreement”) with Wallet Factory International Limited (“WF”) on November 15, 2018. Subject to the terms and conditions of the WF Agreement, WF granted a non-exclusive, sublicensable, transferable, perpetual, and irrevocable license to the Company to use the Licensed Technology in any manner allowed by use, to reproduce, to distribute, to make derivative works based on the Licensed Technology in the following countries: Vietnam, India, Indonesia, the Philippines, Thailand, Malaysia, Cambodia, Laos, Singapore and Brunei.


Information Technology Protection

All of the Company’s software development professionals are required to sign and are bound by the IT Infrastructure, Security, Email, Intranet Usage Policy Manual (the “IT Policy Manual”), which governs use of the Company’s hardware, software, code, source code, data, computational data, screen data, analytics dashboards, data displayed on screens, emails, intranet and internet. This IT Policy Manual establishes standard practices and rules for responsible, safe, and productive use of the Company’s Intellectual Property, Information and Assets and to ensure the protection of information and prevention of any misuse.

The Company has implemented the Data Security & Privacy Plan (the “DSPP”) to manage access to the Company’s systems, production environment and personal information, sensitive personal information and business sensitive information (“PI/SPI/BSI”). The purpose of the DSPP is to:

  1) Document the client’s security and privacy requirements (if any have been specified by the client).

 

  2) Describe the types of client data that will be handled by the Company (for example, PI/SPI/BSI) and the form in which that data will be provided (for example, systems, applications, paper documentation, downloads, and so on).

 

  3) Describe the system environments and the types of data contained in all systems or environments to which SoPa Members have access.

 

  4) Document the processes used by the Company to manage access to the Company environments where PI/SPI/BSI is displayed or stored.

 

  5) Ensure that all members of the Company’s project team are aware of:

 

  a) How the use, access, process, management and/or transfer of client data (PI/SPI/BSI) will be managed and how it needs to be protected

 

  b) Their roles within the project in managing the use, access, process and/or transfer of client data.

 

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The DSPP’s scope includes:

  1) The client specified data security and privacy requirements (if any exist).

 

 

 

2) The definition of Personal Information (PI), Sensitive Personal Information (SPI) and Business Sensitive Information (BSI).

 

  3) The Inventory of Client PI/SPI/BSI and the System environments / applications through which they are accessed which includes Production, Development, Test and other environments.

 

  4) The Controls to protect the Client PI/SPI/BSI such as Training, Workplace Security, User ID Administration, Data Security Techniques, Separation of Duties and Management Review.

The controls for restricting user access to the Company’s System / Data, including:

  1) User authorization

 

  2) Maintaining the user access log

 

  3) Periodic re-validation of user access

 

  4) Revoking user access

 

  5) Managing Privileged User accesses

 

  6) Separation of Duties to reduce the risk of misuse of client code and assets

 

  7) Change management, risk management and issue management are exercised as part of Management Reviews.

The Company has implemented the Corporate Backup and Recovery Policy (the “Backup Policy”), which defines the objectives, accountabilities, and application of backup and recovery for the data held in the technology environment of all company departments. The goal of the Backup Policy includes:

  1) To define and apply a clear backup and restore standard for all corporate informational systems.

 

  2) To prioritize systems according to data sensitivity.

 

  3) To define backup and recovery standards per data prioritization.

 

  4) To prevent the loss of data in the case of an accidental deletion or corruption of data, system failure, or disaster.

 

  5) To permit timely restoration of information and business processes, should such events occur.

 

  6) To manage and secure backup and restoration processes and the media employed in the process.

 

  7) To set the retention periods of information contained within system level backups designed for recoverability and provide a point-in-time snapshot of information as it existed during the time period defined by system backup policies.

 

  8) To backup retention periods that contrast with retention periods defined by legal or business requirements.

Trademarks

The names and marks, Society Pass, SoPa, Leflair #HOTTAB and other trademarks, trade names, and service marks of Society Pass in this prospectus are the property of Society Pass or its subsidiaries.

The Company is the owner of multiple registered and common law trademarks in connection with its technology and its services. The names and marks “Society Pass”, “SOPA”, “Leflair”, “#HOTTAB” and other trademarks, trade names, and service marks of Society Pass in this prospectus 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 prospectus 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 Technology 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. The complete list of the Company’s trademarks as of the date of this prospectus is filed with the Company’s registration statement related to this prospectus as Exhibit 99.1. 

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Reference to Third-Parties Trademarks

This prospectus also contains additional trademarks, trade names and service marks belonging to other companies. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ®, ™ or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names and service marks. We do not intend our use or display of other parties’ trademarks, trade names, or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

Pending Litigation

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

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, a former employee claims entitlement to compensation and a bonus totaling $566,000 and 130-195 shares of Company common stock, together with costs. 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 this action is in the discovery phase of the litigation with depositions preliminarily scheduled.

In the other employment action, another former employee claims entitlement to salary payments and expense reimbursement in the amount of $122,042.60, plus liquidated damages, together with costs. This former employee also claims entitlement to 1,721 to 2,536 shares of the Company’s common stock. 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. The judge assigned to this action retired at the end of 2020. A new judge has been assigned and this action is progressing through the discovery phase of litigation.

The third case also involves one of those former employees; therein, a Company affiliate filed suit in February 2020 seeking enforcement, by way of specific performance, of an agreement which entitles the affiliate to purchase all of the 99 percent of the shares of the plaintiff-entity which alleges entitlement to $8 million in shares of the Company’s Series A Preferred Stock in one of the employment actions described above. The former employee has responded to the Company’s complaint in this action with a motion to dismiss, which was later withdrawn by same, and then by way of an answer without counterclaims. The judge assigned to this action retired at the end of 2020. A new judge has been assigned and a preliminary conference is to be scheduled.

On or about March 5, 2021, SOSV IV LLC (“SOSV”) sent a demand letter to the Company in regard to its investment in Hottab Pte. Ltd. (“Hottab”). Thereafter, SOSV filed suit in the United States District Court for District of New Jersey on June 10, 2021. In connection with same, SOSV alleges that it is entitled to damages of $336,000 and five percent (5%) of the equity in Hottab pursuant to an agreement between Hottab and SOSV prior to the Company’s acquisition of Hottab. The Company denies the accusations of SOSV and intends to vigorously defend this matter.

As of June 30, 2021, the Company does not expect any losses from these legal proceedings and accordingly has not accrued any provisions for them.

 

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MANAGEMENT

The following are our executive officers and directors and their respective ages and positions as of October 13, 2021.

Name Age Position
Dennis Nguyen 51 Founder, Chairman and Chief Executive Officer
Raynauld Liang 47 Chief Financial Officer and Singapore Country General Manager
Loic Gautier 31 Chief Marketing Officer
Pamela Aw-Young 56 Chief Operating Officer
Pierre Antoine Brun 33 Chief Technology Officer
Cham Ngo 48 Head of Leflair Business Unit and Vietnam Country General Manager
Arbie Pagdaganan 35 Vice President, Product Development and Philippines Country General Manager
Doan Chu 35 Vice President, Leflair Marketing
Shashi Kant Mishra 28 Vice President, IT Security/Analytics
Tan Bien Kiat 65 Vice Chairman of the Board
Jeremy Miller 38 Director
Linda Cutler 73 Director
John Mackay 65 Director

Dennis Nguyen is our Founder, Chairman and Chief Executive Officer. Based in Singapore, Mr. Nguyen serves as the Chairman of the Board of Directors (the “Board”) of Society Pass Incorporated and chairs the Executive Committee. As our Founder and Chief Executive Officer of our Company since its founding in June 2018, he is responsible for the Company’s overall management and strategic vision as well as driving marketing, sales and investor relations activities. Mr. Nguyen worked at Nortel Networks from 1995 to 1997, rotating through marketing, treasury, legal, and management consultant groups. He then was a M&A banker from 1998 to 2002 at Citigroup, Credit Agricole Indosuez and Daiwa Securities SMBC, all of which were Hong Kong-based roles. Mr. Nguyen founded New Asia Partners (NAP) in 2002 as a Shanghai based-venture capital boutique focused on investing in small to medium size Asian companies. He led NAP until its closure in 2017. He previously served as Corporate Finance Director of VCTG Holdings Limited (2012-2013), Director of M Dream Holdings Limited (2004-06), Director of Sino Environment Technology Limited (2005-06), Vice Chairman of China Huiyin Pte Limited (2005-08), and Director of Wuyi Pharma Co Limited (2006-08). Since 2009, he has served on the University of California, Irvine Foundation Board of Trustees. From 2009 to 2012, Mr. Nguyen served as an adjunct professor at the University of Minnesota Law School, teaching Corporate Finance and Investment Banking. Mr. Nguyen earned a MBA from The University of Chicago Booth School of Business; a MA in International Studies from The Johns Hopkins University School of Advanced International Studies; a Juris Doctor from the University of Minnesota Law School; and a BA-Economics/BA-Chinese Literature from the University of California, Irvine.

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Raynauld Liang Reporting to the CEO and based in Singapore, Mr. Liang is the Chief Financial Officer of Society Pass Incorporated and Singapore Country General Manger since May 2019. As CFO, responsible for all corporate finance, accounting, control, legal and compliance activities. In his capacity as Singapore Country General Manager, Ms. Ngo 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.

Loic Gautier Reporting to the CEO and based in Vietnam, since joining the Company in September 2021, Mr. Gautier is the CMO of Society Pass Incorporated and manages the Company’s marketing function and is responsible for defining and executing the Company’s overall marketing strategy and growth initiatives. In this regard, he is tasked to identify new partnerships, acquire new consumers and merchants, generate revenue growth and increase the awareness of the various brands within the Society Pass ecosystem. From 2020 to 2021, Mr Gautier was the Chief Growth Officer of Maison Retail Group in Vietnam, where he spearheaded partnerships, acquistions and marketing for the Vietnamese retailer. In 2015, Mr. Gautier co-founded Leflair, a Southeast-Asia-based e-commerce retailer and technology firm. As CEO from 2015 to 2020, he focused Leflair to sell international brand names in categories like Fashion, Beauty, and Home, with operations in Vietnam, Philippines, Singapore and Hong Kong. Mr. Gautier was responsible for the overall management, corporate strategy and capital raising for Leflair. In 2014, he joined Lazada Group, a Rocket Internet-founded company and Amazon-like e-commerce platform, in Vietnam to develop new categories of merchandise in various business development roles. Mr. Gautier started his career in technology and eCommerce at Groupon Goods Inc in 2013, taking the roles of strategic planner and deputy Chief Commercial officer. Mr. Gautier holds a MBA from INSEEC School of Business and Economics in Paris and a BA in Sales and Marketing from University Paris-Est MLV. 

Pamela Aw-Young Reporting to CEO and based in Singapore, since joining the Company in March 2021, Ms. Aw-Young is the Chief Operating Officer and is responsible for all issues relating to supply chain, network planning, operations planning, vendor contracts, and process improvement. In this capacity, she coordinates technology, marketing, sales and finance teams to define and implement operations strategy, structure, and processes. Monitor performance to ensure consistency with established policies, goals and objectives. She conducts due diligence on any new business integration. Previously as VP of Li & Fung Logistics Global Freight Management from 2011 to 2016, she managed US$21 million business in SEA and synchronized physical, data and payment flows. In addition, she managed First Sales, improving gross margin through relentless focus on process improvement, optimization of logistics costs and reduced payment cycle time. Prior to Li & Fung, she was Supply Chain Development Director at Diageo in Singapore. Prior to that, she was the Product Delivery Director at Nike in Hong Kong from 2001 to 2007. Ms Aw-Young earned a BS in Computer Science from the University of San Francisco.

 

Pierre-Antoine Brun Reporting to the CEO and based in Vietnam, since joining the Company in September 2021, Mr. Brun is the Chief Technology Officer of Society Pass Incorporated and is responsible for the Company’s strategic technology, product, and data roadmap in support of the Company’s vision, and oversees the hiring, development, and mentoring of a set of mid to senior level technical, product, and data staff. He manages technology policies, procedures, and standards to ensure organizational success, and oversees the integration of other technology platforms from acquisitions. In 2020 to 2021, Mr. Brun joined Maison Retail Group, Vietnam's second retail operator and distributor of international fashion brands, where he served as COO and BOD member and directly oversaw technology, product, data, operations, warehousing, logistics, customer service, E-commerce. In 2015, Mr. Brun co-founded Leflair, a Southeast-Asia-based e-commerce retailer and technology firm. As COO from 2015 to 2020, he directly oversaw technology, product, data, operations, warehousing, logistics, customer service, customer experience, and cross border operations. He drove Leflair to reach US$ 20 million ARR, 2 million monthly visitors, 120,000+ customers and 200 FTEs 4 years post launch. Mr. Brun was an early joiner and builder of Southeast Asia's biggest online department store Lazada (acquired by Alibaba), heading the retail, marketplace, and vendor management divisions as deputy CCO for Vietnam (2013-15). Mr. Brun earned a Master’s in Management from ESSEC Business School. 

Cham Ngo Reporting to CEO and based in Vietnam, since joining our Company in November 2019 through the #HOTTAB acquisition, as Head of the Leflair Business Unit, Ms. Ngo is responsible for the business development activities of Leflair. She re-onboarded more than 350 brands onto the Leflair marketplace and was instrumental in the relaunch of Leflair onto the Vietnam market in September 2021. As Vietnam Country General Manager, Ms. Ngo manages the Company’s Vietnam P&L and integrates Vietnam-based acquisitions onto the Society Pass platform. She has worked for #HOTTAB since July 2017. With her twenty plus years of financial reporting experience, Ms. Ngo served as Chief Accountant of #HOTTAB prior to our acquisition of #HOTTAB and was instrumental in the due diligence process of the deal. Previously, she served as the Chief Accountant of Clickable Vietnam, a digital marketing company, from January 2015 to June 2017 and as Operation Manager for Bobby Chinn Group from July 2003 to November 2014, as senior accountant for Apollo Education from September 1998 to November 2002, and as tax accountant for PwC in Hanoi from June 1995 to August 1998. Ms. Ngo possesses an Accounting degree from the Hanoi University of Commerce.

Arbie Pagdaganan Reporting to CTO and based in Philippines, since joining our Company in March 2021, Ms. Pagdaganan is the Vice President of Product Development, where she leads the Product Development team. Ms. Pagdaganan outlines the go-to-market schedules for the Company’s websites and apps. Ms. Pagdaganan designs the UI/UX front end interfaces of our websites and apps as well as synchronizing work streams with Marketing, Sales and Operations teams to provide a consistent brand message and explore effective concepts to elevate the design system. Reporting to the CEO, in her capacity Philippines Country General Manager, she has P&L responsibility for the Company’s business in Philippines. Previously, as Product Design Lead at Leflair, she was responsible for the overall experience and designs for the entire platform interface. Ms. Pagdaganan gained ten plus years of experience in Visual Design & Branding and UX/Interaction Design at companies such as: Code & Theory, Zeta Global, CPDone, Plantminer AU, Juzmedia Creative Labs, Rogomi, Innovative Symmetry Clothing. Ms. Pagdaganan earned a Bachelor of Fine Arts-Advertising, Technological University of the Philippines.

 

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Doan Chu Reporting to the CMO and based in Vietnam, since joining our Company in March 2021, Ms. Chu leads the Leflair marketing function for the Company. In this respect, she oversees the end-to-end marketing function with the main charge of raising top-line growth and brand awareness in the market. Ms Chu previously worked as CEO of Beauty Lab Cosmetics, an online beauty venture based in Vietnam, from January 2020 to March 2021. Prior to that, she was the Head of Marketing for Leflair from May 2017 to May 2019, where she led several new tech-related initiatives including Facebook pixel implementation, Facebook Dynamic Ads, Google Dynamic Search Ads, Google Shopping Ads, frequency-based email marketing campaigns and other retargeting platforms integration as well as closed major deals with notable banks, financial institutions and telcos, including Mobifone, Viettel, Mastercard, and Citibank to acquire new customers and lower customer acquisition cost. Prior to Leflair, Ms Chu was the Regional Partnerships manager at Zalora in Singapore from May 2014 to May 2017, where she oversaw marketing partnerships across the region in FMCG, Consumer Electronics, Media/ Publication, Travel and Entertainment verticals. Ms Chu obtained as BA in International Relations from the University of Social Sciences and Humanities in Ho Chi Minh City, Vietnam.

 

Shashi Kant Mishra Reporting to the CTO and based in India, since March 2019, Mr. Mishra is the Vice President – Analytics and is responsible for IT Security/Data Analytics at Society Pass Incorporated, with particular focus on application programming interfaces and backend integration with merchants. He handles managing marketing tools like Google Analytics for Website traffic analytics, Google Ads, HubSpot, Zapier for website email automation, Ahrefs, Unbounce for landing page designing, and Getresponse for email blasting. Mr. Mishra started his career at Dell International in April 2016, as an Associate Software developer. He worked on an Ireland based Banking project in which he managed Production systems in addition to coordinating with Senior Bank Executives to handle Mortgage related customers issues. Mr. Mishra also worked at NTT Data Inc from November 2016 to March 2019, as an Analyst handling Bank of Ireland Clients and Support Mortgage systems. Mr. Mishra is a DevOps Developer experienced in design development of production-grade Cloud services using IBM Cloud (Bluemix), AWS, Google Cloud, API Centric applications and RESTful services. He has in-depth knowledge in Cloudant, Cloud Foundry, IBM Server side setup, IBM API Connect, Single Sign on, Service Discovery and Rest Webservices. Mr. Mishra also has knowledge in Linux Admin (Infrastructure setup). Mr. Mishra is an expert in Monitoring Tools Splunk, Jenkins, Ansible, and Jira wherein he adapts different Languages such as Node.js, Python, PHP, and HTML. He has experience on Testing Tool: Selenium (Python, Java), and JMeter in addition to Databases (Relational and No SQL): MongoDB, and Cloudant. Mr. Mishra earned an Bachelor in Technology in Computer Science & Engineering from ITM GIDA, Uttar Pradesh.

 

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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 US$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.

With extensive senior management experience within leading global investment firms, we believe that Mr. Tan is qualified 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.

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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 from their inception in 2004 and 2006 respectively, until her retirement from Cargill. Ms. 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 is a member of the Board of Trustees of the University of Minnesota Landscape Arboretum Foundation since 2013 and Treasurer and chair of the Audit and Finance Committee and chair of the Nominating and Governance Committee. Ms. Cutler holds a BA from Augustana College, an MA in European History from the University of Chicago and a JD from the University of Texas School of Law where she was a member of the Law Review.

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

John Mackay is a Director of the Board of Directors of the Company and chairs the Nominating and Corporate Governance Committee since November 2020. Mr. Mackay is also Founding Partner and Co-Chairman of the Board of SP Angel Corporate Finance LLP (2006-present). In 2006, Mr. Mackay gathered his core team from HSBC, and together they founded SP Angel. He has overseen the creation of a thriving, new, top 6 Midcap investment bank in the UK through strategic acquisition and organic growth, over a period which began with the global financial crisis in 2008 and continues through the Covid pandemic today. Mr. Mackay continues to maintain relationships with longstanding clients, develop new clients for, and support the strategic growth of the firm. Previously, in 1986 Mr. Mackay joined Merrill Lynch in NYC, moving to London to establish an equity-linked desk covering UK, Europe and Asia, leading the Int’l league tables for new issues. In 1995 he was recruited by HSBC to head up global ECM as Deputy CEO Investment Banking. In 2000 he was appointed CEO of Seymour Pierce, which he transformed into the most prolific London-based advisor to tech start-ups in the dot-com era. In 2003 he acquired the Asset management business of Seymour Pierce which he ran until 2006. Separately, Mr. Mackay is the founder and Chairman of the very successful and popular Notting Hill Preparatory School in London. Mr. Mackay was educated at Sevenoaks School, Oxford University and gained an MBA at INSEAD in 1986.

With extensive senior management experience within leading global financial institutions, including Merrill Lynch and HSBC, we believe that Mr. Mackay is qualified to serve as a member of our Board.

Code of Ethics

Our Board plans to adopt a written code of business conduct and ethics (“Code”) that applies to our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. We intend to post on our website a current copy of the Code and all disclosures that are required by law in regard to any amendments to, or waivers from, any provision of the Code.

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 of Directors

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.

Director Independence

Our board of directors are composed of a majority of “independent directors” as defined under the rules of Nasdaq. We use the definition of “independence” applied by Nasdaq to make this determination. Nasdaq Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the Company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Nasdaq listing rules provide that a director cannot be considered independent if:

  the director is, or at any time during the past three (3) years was, an employee of the company;

 

  the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of twelve (12) consecutive months within the three (3) years preceding the independence determination (subject to certain exemptions, including, among other things, compensation for board or board committee service);

 

  the director or a family member of the director is a partner in, controlling shareholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exemptions);

 

  the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three (3) years, any of the executive officers of the company served on the Remuneration Committee of such other entity; or

 

  the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three (3) years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

 

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Under such definitions, our Board has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, our Board has determined that Jeremy Miller, Linda Cutler and John MacKay are all independent directors of the Company. However, our common stock is not currently quoted or listed on any national exchange or interdealer quotation system with a requirement that a majority of our Board be independent and, therefore, the Company is not subject to any director independence requirements.

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. Our Board has not yet adopted procedures by which stockholders may recommend nominees to the Board of Directors. The composition and responsibilities of each of the committees of our Board is described below. Members serve on these committees until their resignation or until as otherwise determined by our board of directors.

Audit Committee

We have established an Audit Committee consisting of Jeremy Miller, Linda Cutler and John MacKay. Mr. Jeremy Miller is the Chairman of the Audit Committee. In addition, our Board has determined that Jeremy Miller 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.

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Remuneration Committee

We have established a Remuneration Committee of the board of directors to consist of Linda Cutler, Jeremy Miller and John MacKay, 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. Ms. Linda Cutler 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 John Mackay Linda Cutler, and Jeremy Miller. Mr. John MacKay 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 Dennis Nguyen, Tan Bien Kiat and Linda Cutler. Mr. Dennis Nguyen is the Chairman of the Executive Committee. 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.

Director Compensation

Each member of the Board received a grant, effective March 1, 2021 of 3,000 shares of restricted common stock for work prior to the IPO. Post IPO, each member of the Board will receive a further grant of shares worth $50,000 based on the IPO price that will vest by December 31, 2021. The Company paid to the directors, the total salaries of $1,202,730 and $517,360 during the year ended December 31, 2020 and 2019, respectively.

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Involvement in Certain Legal Proceedings

Except as disclosed below, to our knowledge, none of our current directors or executive officers has, during the past ten (10) years:

  been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 

  had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two (2) years prior to that time;

 

  been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

 

  been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 

  been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 

  been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Advisory Board

The Board established to the Advisory Board to advise the CEO and Society Pass Board of Directors concerning technology and innovation, marketing and business growth strategies, stakeholder relations and geostrategic trends. The following are members of our Advisory Board as of October 13, 2021.

Drew Thompson is a Visiting Senior Research Fellow at the Lee Kuan Yew School of Public Policy at the National University of Singapore, where he teaches graduate-level courses in US-China Relations and Pr