Overview
Compare with Nexpu Ltd., OLB GROUP, INC. or CALLAN JMB INC., or pick any stock.
- TickerSOPAQ on OTC1
- IndustryServices-Business Services, NEC1
- HeadquartersNV1
- Incorporated inNV2
- Business address80 Robinson Road, #17-01B, Singapore, 0688982
- Filer category, Emerging growth company2
See how the biggest companies compare on our leaderboards
In February 2021, we acquired an online lifestyle platform of Leflair branded assets (the “Leflair Assets”).4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2024
Where the money goes
Where each dollar of revenue went, fiscal 2024
- Cost of revenue74¢$5.2M
- Research and development1¢$54.6K
- Other costs24¢$1.7M
- Income tax1¢$80.5K
Out of $7.1M in revenue.5 The company lost money this year.
Where each dollar of operating cash went, fiscal 2024
- Capital spending1¢$30.0K
- Kept or used elsewhere99¢$2.4M
Out of $2.5M of cash from operations.5
Financial statements
| Fiscal year | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|---|
| Revenue | $52.5K6 | $519.9K7 | $5.6M8 | $8.2M5 | $7.1M5 | |
| Cost of revenue | $88.7K6 | $710.7K7 | $4.7M8 | $5.7M5 | $5.2M5 | |
| Gross profit | -$36.2K6 | -$190.8K7 | $967.0K8 | $2.5M5 | $1.9M5 | |
| Research and development | $165.5K6 | $95.8K7 | $73.0K8 | $55.6K5 | $54.6K5 | |
| Operating expenses | $34.0M7 | $35.1M8 | $20.4M5 | $11.2M5 | ||
| Operating income | -$3.8M6 | -$34.2M7 | -$34.2M8 | -$18.0M5 | -$9.3M5 | |
| Interest | $49.0K6 | $41.5K7 | $25.1K8 | $2358 | ||
| Income before tax | -$34.9M7 | -$34.0M8 | -$18.1M5 | -$10.2M5 | ||
| Income tax | $8.3K6 | $11.1K7 | $3.6K8 | $25.3K5 | $80.5K5 | |
| Net income | -$3.8M6 | -$34.9M7 | -$33.8M8 | -$18.1M5 | -$10.2M5 | |
| Earnings per share | -$0.566 | -$3.687 | -$1.388 | -$9.395 | -$3.455 | |
| Earnings per share (diluted) | -$0.566 | -$3.687 | -$1.388 | -$9.395 | -$3.455 | |
| Shares (weighted, basic) | 9.4M shares7 | 24.4M shares8 | 1.9M shares5 | 3.0M shares5 | ||
| Shares (weighted, diluted) | 9.4M shares7 | 24.4M shares8 | 1.9M shares5 | 3.0M shares5 |
| Fiscal year | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|---|
| Cash | $606.5K6 | $506.7K6 | $23.3M7 | $18.9M8 | $3.6M5 | $7.6M5 |
| Receivables | $52.6K7 | $951.3K8 | $1.3M5 | $1.1M5 | ||
| Inventory | $221.1K7 | $310.9K8 | $431.5K5 | $157.7K5 | ||
| Current assets | $569.1K6 | $29.6M7 | $23.0M8 | $7.9M5 | $14.5M5 | |
| Property, plant and equipment | $57.0K7 | $706.0K8 | $686.7K5 | $407.9K5 | ||
| Goodwill | $2.8M6 | $88.2K5 | $81.8K5 | |||
| Intangible assets | $4.0M7 | $7.5M8 | $6.1M5 | $5.5M5 | ||
| Total assets | $7.9M6 | $35.2M7 | $32.7M8 | $16.4M5 | $21.3M5 | |
| Accounts payable | $261.9K7 | $1.3M8 | $1.7M5 | $3.0M5 | ||
| Short-term debt | $28.2K7 | |||||
| Current liabilities | $3.0M6 | $2.4M7 | $11.6M8 | $10.4M5 | $23.2M5 | |
| Long-term liabilities | $2.9M7 | $12.7M7 | $917.0K5 | $461.8K5 | ||
| Total liabilities | $12.7M8 | $11.3M5 | $23.7M5 | |||
| Retained earnings | -$47.4M7 | -$81.1M8 | -$99.3M5 | -$110.2M5 | ||
| Shareholders’ equity | -$7.0M6 | -$10.4M6 | $32.4M7 | $20.3M8 | $5.3M5 | -$2.1M5 |
| Shares outstanding | 7.4M shares6 | 19.7M shares7 | 27.1M shares8 | 2.2M shares5 | 3.7M shares5 |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
| Fiscal year | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|---|
| Cash from operations | -$1.3M6 | -$10.8M7 | -$14.5M8 | -$13.9M5 | $2.5M5 | |
| Depreciation and amortization | $3.2M7 | $3.3M7 | $1.3M5 | $651.7K5 | ||
| Stock-based compensation | $2.9M6 | $8.3M8 | $4.0M5 | $804.7K5 | ||
| Capital spending | $46.8K7 | $566.3K8 | $219.2K5 | $30.0K5 | ||
| Free cash flow | -$10.9M | -$15.0M | -$14.1M | $2.4M | ||
| Cash from investing | -$246.8K7 | $177.4K8 | -$340.2K5 | -$30.0K5 | ||
| Share buybacks | $785.5K5 | |||||
| Cash from financing | $33.8M7 | $10.2M8 | -$785.5K5 | $1.5M5 |
Corporate structure
SOCIETY PASS INCORPORATED. sits at the top of its group. 21 entities, 8 countries on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of SOCIETY PASS INCORPORATED.
- Dennis Luan Thuc Nguyen Filed SC 13G/A on SOCIETY PASS INCORPORATED., latest Feb 14, 2022 (2 filings since Dec 23, 2021)
- Raynauld Wee Leong Liang Filed SC 13G on SOCIETY PASS INCORPORATED., latest Dec 23, 2021
- SOCIETY PASS INCORPORATED. NV
- Dream Space Trading Co Ltd Subsidiary · Vietnam
- Gorilla Mobile Pte Ltd Subsidiary · Singapore
- Gorilla Networks Co Ltd Subsidiary · Vietnam
- Hottab Co Ltd Subsidiary · Vietnam
- Mekong Leisure Travel Co Ltd Subsidiary · Vietnam
- New Retails Experience Incorporated Subsidiary · Philippines
- Nusatrip International Pte Ltd Subsidiary · Singapore
- Nusatrip Malaysia Sdn Bhd Subsidiary · Malaysia
- Nusatrip Singapore Pte Ltd Subsidiary · Singapore
- PT Thoughtful Media Indonesia (FKA: PT Wahana Cerita Indonesia) Subsidiary · Indonesia
- PT Tunas Sukses Mandiri Subsidiary · Indonesia
- Push Delivery Pte Ltd Subsidiary · Singapore
- Sopa Cognitive Analytics Private Limited Subsidiary · India
- Sopa Technology Co Ltd Subsidiary · Vietnam
- Thoughtful (Thailand) Co Ltd Subsidiary · Thailand
- Thoughtful Media (Malaysia) Pte Ltd Subsidiary · Malaysia
- Thoughtful Media (Philippines) Incorporated (FKA: Sopa (Phils) Inc) Subsidiary · Philippines
- Thoughtful Media (Singapore) Pte Ltd (FKA: Hottab Pte Ltd) Subsidiary · Singapore
- Thoughtful Media Group Co Ltd Subsidiary · Vietnam
- Vietnam International Travel and Service Joint Stock Company Subsidiary · Vietnam
Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What SOCIETY PASS INCORPORATED. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Property and equipment, before depreciation | $1.1M5 Dec 31, 2024 | $1.2M5 Dec 31, 2023 | −10.9% |
| Accumulated depreciation | $667.6K5 Dec 31, 2024 | $520.6K5 Dec 31, 2023 | +28.2% |
| Property and equipment, net | $407.9K5 Dec 31, 2024 | $686.7K5 Dec 31, 2023 | −40.6% |
| Operating-lease assets (leased space) | $751.7K5 Dec 31, 2024 | $1.4M5 Dec 31, 2023 | −46.6% |
Investments
Intangibles and goodwill
| Item | Latest | A year before | Change |
|---|---|---|---|
| Goodwill | $81.8K5 Dec 31, 2024 | $88.2K5 Dec 31, 2023 | −7.2% |
| Finite-lived intangibles, gross | $14.7M5 Dec 31, 2024 | $15.1M5 Dec 31, 2023 | −2.3% |
| Accumulated amortization | $9.1M5 Dec 31, 2024 | $8.7M5 Dec 31, 2023 | +4.3% |
| Finite-lived intangibles, net | $5.5M5 Dec 31, 2024 | $6.1M5 Dec 31, 2023 | −9.5% |
Inventory
| Item | Latest | A year before | Change |
|---|---|---|---|
| Inventory, total | $157.7K5 Dec 31, 2024 | $431.5K5 Dec 31, 2023 | −63.4% |
| Finished goods | $157.7K5 Dec 31, 2024 | $431.5K5 Dec 31, 2023 | −63.4% |
Properties, in its own words
Our principal executive offices are located at 701 S. Carson Street, Suite 200, Carson City, NV 89701.
As of December 31, 2024, the Company recorded the ROU asset of $751,672 and lease obligation of $753,375. We do not currently own any real estate.
The rest of Item 2
COUNTRY · SUPPLIER · LEASE · DATE OF AGREEMENT · TERM
Singapore · Morning Star Pte. Ltd. · 137 Market Street, #14-01/02, Grace Global Raffles, Singapore 048943 · August 2, 2022 · 3 years from October 15, 2022
Vietnam · Pls Investment Trading Company · 5th floor, PLS Building, 366 Nguyen Trai, Ward 8, District 5, Ho Chi Minh · January 11, 2022 · 3 years from February 20, 2022
Vietnam · Service And Office Rental Enterprise · 9th floor ,Ford Thang Long building, 105 Lang Ha, Dong Da, Hanoi · September 4, 2023 · 3 years from October 1, 2023
Philippines · Averon Holdings Corporation · 6780 Ayala Avenue Makati City 1226 Philippines · February 22, 2022 · 2 years from March 16, 2022
Thailand · Boutique Prakhanong 3 Ltd. · unit 301, 3rd floor, 7 Soi Sukhumvit 69, Sukhumvit Road, Prakhanong-Nua Sub district, Wattana District, Bangkok · December 1, 2022 · 3 years from October 8, 2022
Thailand · Boutique Prakhanong 3 Ltd. · unit 302, 3rd floor, 7 Soi Sukhumvit 69, Sukhumvit Road, Prakhanong-Nua Sub district, Wattana District, Bangkok · April 21, 2023 · 3 years from April 30, 2023
Thailand · Boutique Prakhanong 3 Ltd. · unit 309, 3rd floor, 7 Soi Sukhumvit 69, Sukhumvit Road, Prakhanong-Nua Sub district, Wattana District, Bangkok · December 1, 2022 · 3 years from October 8, 2022
Indonesia · PT Alfindo Mercu Estate · AIA Central Lower Ground No.1, 28th Floor, Jl. Jend Sudirman Kav. 48A, Jakarta 12930 · July 20, 2022 · 3 years from November 17, 2022
Item 2 of the 10-K filed Apr 16, 2025.4
Leadership
Who has led SOCIETY PASS INCORPORATED., and when. Pick a name to see everywhere that person has worked.
Chief executive
Chief financial officer
Chief operating officer
- Chief executive officerRaynauld Wee Leong Liang Feb 15, 2024 to Feb 15, 202411
- Chief executive officerDennis Luan Thuc Nguyen Nov 8, 2021 to Aug 8, 202312
- ChairDennis Luan Thuc Nguyen Feb 14, 2022 to Feb 14, 202213
- Chief financial officerRaynauld Wee Leong Liang Nov 8, 2021 to Nov 8, 202114
- Chief operating officerPamela Aw-Young Apr 14, 2022 to Apr 14, 202215
Board members and other officers (17)
- Corporate SecretaryVincent Albert Puccio Jun 10, 2024 to Jun 10, 202416
- Chief Marketing OfficerLoic Erwan Kevin Gautier Apr 14, 2022 to Apr 14, 202217
- Chief Technology OfficerPierre Antoine Frank Jacques Brun Apr 14, 2022 to Apr 14, 202218
- Chief Accountant/Head of AdminCham Thi Ngo Nov 8, 2021 to Nov 8, 202119
- Manager, MarketingHien Yuki Phan Nov 8, 2021 to Nov 8, 202120
- Manager, IT Security/AnalyticsShashi Kant Mishra Nov 8, 2021 to Nov 8, 202121
- Financial ControllerYee Siong Tan Dec 13, 2021 to Dec 13, 202122
- Board memberTravis Alexander Washko Jun 10, 2024 to Jun 10, 202423
- Board memberVincent Albert Puccio Jun 10, 2024 to Jun 10, 202416
- Board memberMichael Paul Dunn Jr. Jun 12, 2024 to Feb 4, 202524
- Board memberLoic Erwan Kevin Gautier Jun 14, 2024 to Jun 14, 202425
- Board memberYee Siong Tan Feb 14, 2022 to Feb 14, 202226
- Board memberBien Kiat Tan Nov 8, 2021 to Feb 14, 202427
- Board memberDennis Luan Thuc Nguyen Nov 8, 2021 to Aug 8, 202312
- Board memberJeremy Miller Nov 8, 2021 to Feb 14, 202428
- Board memberJohn Sebastian Mackay Nov 17, 2021 to Feb 14, 202429
- Board memberLinda Susan Cutler Dec 7, 2021 to Feb 14, 202430
Subsidiaries and ownership
Subsidiaries (Exhibit 21)
- Dream Space Trading Co Ltd Vietnam3
- Gorilla Mobile Pte Ltd Singapore3
- Gorilla Networks Co Ltd Vietnam3
- Gorilla Networks Pte Ltd Singapore3
- Hottab Co Ltd Vietnam3
- Mekong Leisure Travel Co Ltd Vietnam3
- New Retails Experience Incorporated The Philippines3
- Nusatrip International Pte Ltd Singapore3
- Nusatrip Malaysia Sdn Bhd Malaysia3
- Nusatrip Singapore Pte Ltd Singapore3
- PT Thoughtful Media Indonesia (FKA: PT Wahana Cerita Indonesia) Indonesia3
- PT Tunas Sukses Mandiri Indonesia3
- Push Delivery Pte Ltd Singapore3
- Sopa Cognitive Analytics Private Limited India3
- Sopa Technology Co Ltd Vietnam3
- Sopa Technology Pte Ltd Singapore3
- Thoughtful (Thailand) Co Ltd Thailand3
- Thoughtful Media (Malaysia) Pte Ltd Malaysia3
- Thoughtful Media (Philippines) Incorporated (FKA: Sopa (Phils) Inc) The Philippines3
- Thoughtful Media (Singapore) Pte Ltd (FKA: Hottab Pte Ltd) Singapore3
- Thoughtful Media Group Co Ltd Vietnam3
- Vietnam International Travel and Service Joint Stock Company Vietnam3
The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.
Timeline
- Sep 30, 20268-K Executive or director change31
- Sep 29, 20268-K Executive or director change32
- Jun 8, 20268-K Change of auditor33
- May 20, 20268-K Listing notice or transfer34
- May 14, 20268-K Bankruptcy or receivership; Debt or obligation accelerated; Other events35
- Apr 21, 20268-K Listing notice or transfer36
- Apr 15, 20268-K Other events37
- Mar 27, 20268-K Listing notice or transfer38
- Feb 13, 20268-K Entered a material agreement; Other events39
- Feb 6, 20268-K Other events40
- Jan 21, 20268-K Entered a material agreement41
- Jan 6, 20268-K Change of auditor42
- Feb 15, 2024New chief executive Raynauld Wee Leong Liang becomes CEO11
- Nov 8, 2021New chief executive Dennis Luan Thuc Nguyen becomes CEO12
Calendar
When it reported results
- May 17, 2023Reported quarterly or annual results43
- Mar 29, 2023Reported quarterly or annual results44
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
215 filings to the SEC since October 2021: 5 annual reports, 13 quarterly reports, 58 major events, 35 insider forms, 3 large holders, 101 other. The latest 20:
- Sep 30, 20268-K/A EDGAR
- Sep 29, 20268-K EDGAR
- Jun 8, 20268-K EDGAR
- May 20, 20268-K EDGAR
- May 14, 20268-K EDGAR
- Apr 21, 20268-K EDGAR
- Apr 15, 20268-K EDGAR
- Mar 31, 2026NT 10-K EDGAR
- Mar 27, 20268-K EDGAR
- Mar 3, 2026S-8 EDGAR
- Feb 13, 20268-K EDGAR
- Feb 13, 2026424B4 EDGAR
- Feb 11, 2026EFFECT EDGAR
- Feb 10, 2026CORRESP EDGAR
- Feb 10, 2026CORRESP EDGAR
- Feb 10, 2026CORRESP EDGAR
- Feb 10, 2026CORRESP EDGAR
- Feb 6, 2026S-1/A EDGAR
- Feb 6, 20268-K EDGAR
- Feb 5, 2026CORRESP EDGAR
The 215 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
22 open-market trades by officers, directors and large owners since October 2021: 21 buys and 1 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Feb 3, 2025 | Dunn Michael Paul JRDirector | Buy | 12,000 | $28,920.00 | $347.0M | Form 4 |
| Feb 3, 2025 | Dunn Michael Paul JRDirector | Sale | 10,714 | $29,356.36 | $314.5M | Form 4 |
| Dec 31, 2023 | TAN BIEN KIATDirector | Buy | 113,088 | $0.29 | $32.8K | Form 4 |
| Dec 31, 2023 | MILLER JEREMYDirector | Buy | 113,088 | $0.29 | $32.8K | Form 4 |
| Dec 31, 2023 | MACKAY JOHN SEBASTIANDirector | Buy | 113,088 | $0.29 | $32.8K | Form 4 |
| Dec 31, 2023 | CUTLER LINDA SUSANDirector | Buy | 113,088 | $0.29 | $32.8K | Form 4 |
| Oct 24, 2023 | TAN BIEN KIATDirector | Buy | 100,000 | $0.29 | $29.0K | Form 4 |
| Sep 30, 2023 | TAN BIEN KIATDirector | Buy | 71,598 | $0.47 | $33.7K | Form 4 |
| Sep 30, 2023 | MILLER JEREMYDirector | Buy | 71,598 | $0.47 | $33.7K | Form 4 |
| Sep 30, 2023 | MACKAY JOHN SEBASTIANDirector | Buy | 71,598 | $0.47 | $33.7K | Form 4 |
| Sep 30, 2023 | CUTLER LINDA SUSANDirector | Buy | 71,598 | $0.47 | $33.7K | Form 4 |
| Jun 30, 2023 | TAN BIEN KIATDirector | Buy | 41,288 | $0.81 | $33.4K | Form 4 |
| Jun 30, 2023 | MILLER JEREMYDirector | Buy | 41,288 | $0.81 | $33.4K | Form 4 |
| Jun 30, 2023 | MACKAY JOHN SEBASTIANDirector | Buy | 41,288 | $0.81 | $33.4K | Form 4 |
| Jun 30, 2023 | CUTLER LINDA SUSANDirector | Buy | 41,288 | $0.81 | $33.4K | Form 4 |
| Mar 31, 2023 | LIANG RAYNAULD WEE LEONGChief Executive Officer | Buy | 159,032 | $2.80 | $445.3K | Form 4 |
| Mar 1, 2023 | TAN BIEN KIATDirector | Buy | 196,078 | $1.02 | $200.0K | Form 4 |
| Dec 31, 2021 | TAN YEE SIONGDirector | Buy | 132 | Form 4 | ||
| Dec 31, 2021 | TAN BIEN KIATDirector | Buy | 8,556 | Form 4 | ||
| Dec 31, 2021 | MACKAY JOHN SEBASTIANDirector | Buy | 8,556 | Form 4 |
All 22 trades can be filtered by person here when JavaScript is on.
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Dennis Luan Thuc NguyenSC 13G/A, 2 filings Dec 23, 2021 to Feb 14, 202245
- Raynauld Wee Leong LiangSC 13G, 1 filing Dec 23, 202146
SEC filer profile
How SOCIETY PASS INCORPORATED. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARSOCIETY PASS INCORPORATED.1
- CIK0001817511
- Employer ID (EIN)83-10191554
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company4
- Incorporated inNevada4
- Fiscal year endsDecember 311
- Industry code (SIC)7389 Services-Business Services, NEC1
- SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
- Business address80 Robinson Road, #17-01B, Singapore, 068898, Singapore1
- Phone65 6518-93821
- Shares outstanding6,105,525 as of Nov 14, 202510
- Public float$3.3M as of Sep 30, 20244
- AuditorOnestop Assurance PAC, Singapore PCAOB ID 6732; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceFeb 11, 20211
- Filings227 in all: 8-K (54), CORRESP (38), 3 (20), 10-Q (13), 5 (11), S-1/A (11), UPLOAD (11), EFFECT (6)1
All 32 form types
4 (5), NT 10-Q (5), S-1 (5), 10-K (4), 424B4 (4), 424B5 (4), 8-K/A (4), DEF 14A (4), DRS (4), NT 10-K (3), S-8 (3), ARS (2), DEF 14C (2), DRS/A (2), PRE 14C (2), SC 13G (2), 10-K/A (1), 424B3 (1), 8-A12B (1), CERT (1), DRSLTR (1), S-3 (1), S-3/A (1), SC 13G/A (1)
- Latest filingsAnnual report (10-K) Apr 16, 2025
Quarterly report (10-Q) Nov 14, 2025
Proxy statement (DEF 14A) Aug 29, 2025
Latest 8-K (8-K) Sep 29, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Stock, par value $0.0001 per share | SOPA | Nasdaq |
From the cover page of the 10-K filed Apr 16, 2025 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks SOCIETY PASS INCORPORATED. names in Item 1A of its 10-K filed Apr 16, 2025: 49 risks under these headings, as written.4
- 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.
- 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 may does not have sufficient resources to maintain marketing, sales and client support efforts on a competitive basis our business could be adversely affected.
- The market for our Platform is new and unproven.
- If we are unable to expand our systems or develop or acquire technologies to accommodate increased volume our Platform could be impaired.
- The Company’s failure to successfully market its brands could result in adverse financial consequences.
- The Company may not be able to successfully develop and promote new products or services which 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.
- The effective operation of the Company’s platform is dependent on technical infrastructure and certain third-party service providers.
- There is no assurance that the Company will be profitable.
The other 38 risks
- We could lose the right to the use of our domain names.
- We may be required to expend resources to protect Platform information or we may be unable to launch our services.
- Breaches of our online commerce security could occur and could have an adverse effect on our reputation.
- Our business and operations would suffer in the event of third-party computer system failures, cyber-attacks on third-party systems or deficiency in our cyber security.
- The Company may not have the ability to manage its growth.
- 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.
- Illegal use of our Platform could result in adverse consequences to the Company.
- We are subject to certain risks by virtue of our international operations.
- Changes in the economic, political, or legal environment of the Asia Pacific region.
- Many of the economies in SEA have or are experiencing substantial inflationary pressures which may prompt the governments to take action to control the growth of the economy and inflation that could lead to a significant decrease in our profitability.
- Our business will be exposed to foreign exchange risk.
- If inflation increases significantly in SEA or South Asia countries, it could adversely affect our business.
- Geopolitical unrest in the regions in which we operate could adversely affect our business.
- Regulatory Risks
- 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.
- Privacy regulations could have adverse consequences on our business.
- Regulation of bonus cards could have adverse consequences on our business.
- The requirements of being a public company.
- 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 may be subject to risks related to litigation and other legal proceedings that may materially adversely affect our business, operating results or financial condition.
- Our financial statements have been prepared on a going-concern basis and our continued operations are in doubt.
- We may face potential liability and expense for legal claims based on the content on our Platform.
- Protection of Intellectual Property Rights are important for the future of our business.
- Risks Relating to Ownership of Our Securities
- We may not be able to satisfy listing requirements of Nasdaq to maintain a listing of our common stock.
- If we fail to meet all applicable Nasdaq requirements and the Nasdaq Stock Market LLC determines to delist our common stock, the delisting could adversely affect the market liquidity of our common stock, impair the value of your investment and harm our business.
- The trading price of our common stock is likely to be volatile, which could result in substantial losses to investors.
- Future sales of our common stock in the public market could cause the market price of our common stock to decline.
- If securities or industry analysts publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.
- A possible “short squeeze” due to a sudden increase in demand of our common stocks that largely exceeds supply may lead to price volatility in our common stock.
- Our Founder, Dennis Nguyen, will continue to own a significant percentage of our common stock and our Super Voting Preferred Stock and will be able to exert significant control over matters subject to shareholder approval.
- An active market for our common stock in which investors can resell their shares may not continue to exist.
- Failure to maintain effective controls on financial reporting could have an adverse impact on our business and we have identified a material weakness in our internal control over financial reporting.
- We may need to implement additional and expensive procedures and controls in order to grow our business and organization and to satisfy new reporting requirements, which will increase our costs and require additional management resources.
- 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.
- 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.
- 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 will indemnify and hold harmless our officers and directors to the maximum extent permitted by Nevada law.
Legal proceedings
From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company’s business.
The Company is currently litigating three cases pending in the Supreme Court for the State of New York, New York County and one case pending in the United States District Court, Central District of California.
Two cases are employment actions filed by former employees who seek compensation alleged to be due pursuant to agreements with the Company. Both of the employees are represented by the same counsel and filed their cases in the Supreme Court of the State of New York, County of New York, in December 2019.
The opening of Item 3, Legal Proceedings.4
Sources
The numbers on this page point here. Each one links to the record it came from.
- 1
- 2
- 3
- 4
- 5
- 6
- 7
- 8
- 9
- 10
- 11
- 12
- 13SEC EDGARDennis Luan Thuc Nguyen, Chair
- 14
- 15
- 16
- 17
- 18
- 19
- 20SEC EDGARHien Yuki Phan, Manager, Marketing
- 21
- 22SEC EDGARYee Siong Tan, Financial Controller
- 23
- 24SEC EDGARMichael Paul Dunn Jr., Board member
- 25
- 26SEC EDGARYee Siong Tan, Board member
- 27SEC EDGARBien Kiat Tan, Board member
- 28SEC EDGARJeremy Miller, Board member
- 29SEC EDGARJohn Sebastian Mackay, Board member
- 30SEC EDGARLinda Susan Cutler, Board member
- 31SEC EDGARExecutive or director change
- 32SEC EDGARExecutive or director change
- 33SEC EDGARChange of auditor
- 34SEC EDGARListing notice or transfer
- 35
- 36SEC EDGARListing notice or transfer
- 37SEC EDGAROther events
- 38SEC EDGARListing notice or transfer
- 39
- 40SEC EDGAROther events
- 41SEC EDGAREntered a material agreement
- 42SEC EDGARChange of auditor
- 43
- 44
- 45
- 46