As filed with the Securities and ExchangeCommission on January 14, 2022.

RegistrationNo. 333-

Copiesto:

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

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

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

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

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

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

Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATIONOF REGISTRATION FEE

(1)Includes additional shares (15% of the shares being sold in this offering) that may be purchased by the underwriters pursuant to theirover-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 calculatingthe amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(3)No fee required pursuant to Rule 457(g).

(4)Pursuant to Rule 416 under the Securities Act of 1933, as amended, there is also being registered hereby such indeterminate number ofadditional shares as may be issued or issuable because of stock splits, stock dividends and similar transactions.

(5) We have agreed to issue to the representative of the several underwriters, who we refer to as the representative, warrants to purchasethe number of shares of common stock in the aggregate equal to seven percent (7%) of the shares of common stock to be issued and soldin this offering. The warrants are exercisable for a price per share equal to 110% of the public offering price.

(6)Estimated pursuant to Rule 457(c) solely for the purposes of calculating amount of the registration fee; computed, pursuant to Rule 457(c)based on upon $8.055 per share, the average of the high and low prices of the common stock as reported on Nasdaq on January 12, 2022. 

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

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

Subjectto Completion, dated January 14, 2022

PRELIMINARYPROSPECTUS

4,157,722Shares of Common Stock

Warrantsto Purchase 2,587,322 Shares of Common Stock

SocietyPass Incorporated

Weare offering 2,587,322 shares of common stock, par value $0.0001 per share, and warrants to purchase 2,587,322 shares of commonstock, or Warrants, at an aggregate assumed offering price of $7.73 per share of common stock and Warrant, which is based on thelast reported closing trading price of our common stock on Nasdaq on January 12, 2022.  The shares of common stock and Warrantswill be separately issued, but the shares of common stock and Warrants will be issued and sold to purchasers in a combination of oneshare of common stock and one Warrant to purchase one share of common stock for a assumed combined offering price of $7.73. Each Warrantwill be immediately exercisable for one share of common stock at an exercise price of $7.73 per share (100% of the public offeringprice of per share of common stock and Warrant sold in this offering) and expires five years after the issuance date.

Thisprospectus also relates to the resale of up to 1,570,400 shares of our common stock that may be sold from time to time by the sellingstockholders named in thie prospectus. We will not receive any of the proceeds from the sale of the shares of common stock by the sellingstockholders.

Ourshares of common stock are listed on the Nasdaq Capital Market, or the Nasdaq, under the symbol “SOPA.” On January 12,2022, the latest reported sale price of our common stock on the Nasdaq Capital Market was $7.73 per share. We do not intend to applyto list the Warrants on any security exchange.

Mr.Dennis Nguyen, our Founder, Chairman and Chief Executive Officer is currently the beneficial owner of voting stock that provides himwith approximately 73.5% of the voting power of our voting stock. Upon the closing of this offering, Mr. Nguyen will own approximately70.1% of the voting power of our voting stock (approximately 69.7% if the over-allotment is exercised in full) and our officer and directorswill own collectively 78.9% of the voting power of our voting stock (approximately 78.3% if the over-allotment is exercised in full).We currently meet the definition of a “controlled company” under the corporate governance standards for NASDAQ listed companiesand for so long as we remain a controlled company under this definition, we are eligible to utilize certain exemptions from the corporategovernance requirements of the NASDAQ Stock Market.

Investingin our common stock involves a high degree of risk. See “Risk Factors” beginning on page [*] of this prospectus fora discussion of information that should be considered in connection with an investment in our common stock.

Neitherthe Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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

Wehave granted the representative of the underwriters an option to purchase from us, at the public offering price, up to 388,098 additionalshares of common stock at a assumed offering price of $7.72 per share and/or up to an additional 388,098 Warrants at a priceof $0.01 per Warrant, 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 payablewill be approximately $1,610,000, and the total proceeds to us, before expenses, will be approximately $18,389,999.

Theunderwriters expect to deliver the shares and warrants against payment on or about [*], 2022.

SoleBook-Running Manager

MAXIMGROUP LLC

Prospectusdated [*], 2022

Tableof Contents

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

Noaction is being taken in any jurisdiction outside the United States to permit a public offering of our common stock and warrants or possessionor distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outsidethe United States are required to inform themselves about and to observe any restrictions as to this public offering and the distributionof this prospectus applicable to that jurisdiction.

ABOUTTHIS PROSPECTUS

Throughoutthis prospectus, unless otherwise designated or the context suggests otherwise,

MarketData

Marketdata 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. Industrysurveys, publications, consultant surveys and forecasts generally state that the information contained therein has been obtained fromsources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. To our knowledge, certain third-partyindustry 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 likelyto be inaccurate, especially over long periods of time. In addition, we do not necessarily know what assumptions regarding general economicgrowth 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 anduncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors”in this prospectus.

⁽¹⁾As of January 13, 2022.

⁽²⁾Does not include (i) 144,445 shares of common stock issuable upon the exercise of the underwriters’ warrants that were issuedin connection with our initial public offering (ii) 1,174,201 shares of common stock that are underlying warrants that are exercisableat an exercise price of $1.40 per share, (iii) 2,587,322 shares of common stock that are issuable upon the exercise of the Warrants offeredhereby, (iv) 181,113 shares of common stock that are issuable upon the exercise of the underwriters’ warrants to be issued in connectionwith this offering,(v) 1,945,270 shares of common stock that are underlying an option granted to Dennis Nguyen that has an exercise priceof $6.49 per share and (vi) 3,133,760  shares of common stock issuable pursuant to awards that may be granted under the Company’s2021 Stock Incentive Plan.

OnFebruary 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 stockthat each share of preferred stock is convertible into was increased by a multiple of 750. Except as otherwise indicated, all of thecommon stock information in this prospectus gives effect to the Stock Split.

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

RISKFACTORS

Ourbusiness is subject to many risks and uncertainties, which may affect our future financial performance. If any of the events or circumstancesdescribed below occur, our business and financial performance could be adversely affected, our actual results could differ materiallyfrom our expectations, and the price of our stock could decline. The risks and uncertainties discussed below are not the only ones weface. There may be additional risks and uncertainties not currently known to us or that we currently do not believe are material thatmay adversely affect our business and financial performance. You should carefully consider the risks described below, together with allother 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 anduncertainties 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.

RisksRelated to Our Business

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

TheCompany has a limited operating history on which to base an evaluation of its business and prospects. The Company is subject to all therisks inherent in a small company seeking to develop, market and distribute new services, particularly companies in evolving marketssuch as the internet, technology, and payment systems. The likelihood of the Company’s success must be considered, in light ofthe 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.

Suchrisks for the Company include, but are not limited to, dependence on the success and acceptance of the Company’s services, theability to attract and retain a suitable client base, and the management of growth. To address these risks, the Company must, among otherthings, 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 qualifiedpersonnel and upgrade and enhance the Company’s technologies to accommodate expanded service offerings. In view of the rapidlyevolving nature of the Company’s business and its limited operating history, the Company believes that period-to-period comparisonsof its operating results are not necessarily meaningful and should not be relied upon as an indication of future performance.

TheCompany 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.

Ifwe fail to raise capital when needed it will have a material adverse effect on the Company’s business, financial condition andresults of operations

TheCompany 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 noassurance that all, or even a significant portion of these shares will be sold or, that the moneys raised will be sufficient to executethe entire business plan of the Company. Further, no assurance can be given if additional capital is needed as to how much additionalcapital 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 neededwould have a material adverse effect on the Company’s business, financial condition and results of operations. In addition, debtand other debt financing may involve a pledge of assets and may be senior to interests of equity holders. Any debt

financingsecured in the future could involve restrictive covenants relating to capital raising activities and other financial and operationalmatters, which may make it more difficult for the Company to obtain additional capital or to pursue business opportunities, includingpotential acquisitions. If adequate funds are not obtained, the Company may be required to reduce, curtail, or discontinue operations.

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

Werely heavily on Internet search engines, such as Google, to drive traffic to our Platform through their unpaid search results and onapplication marketplaces, such as Apple’s App Store and Google’s Play, to drive downloads of our applications. Although searchresults 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 anyincrease in marketing expense may in turn harm our operating results.

Theamount of traffic we attract from search engines is due in large part to how and where information from and links to our website aredisplayed 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 rankingalgorithms, 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 marketplaceoperators may make changes to their marketplaces that make access to our products more difficult. For example, our applications may receiveunfavorable treatment compared to the promotion and placement of competing applications, such as the order in which they appear withinmarketplaces.

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

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

Theecommerce 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

Theinternet-based ecommerce business is highly competitive and the Company competes with several different types of companies that offersome 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.

Tobecome and remain competitive, the Company will require research and development, marketing, sales, and client support. The Company maynot have sufficient resources to maintain research and development, marketing, sales and client support efforts on a competitive basiswhich could materially and adversely affect the business, financial condition and results of operations of the Company. The Company intendsto differentiate itself from competitors by developing a payments platform that allows consumers and merchants to accept and use bonuspoints.

Themarket for consumer’s lifestyle is rapidly evolving and intensely competitive, and the Company expects competition to intensifyfurther in the future. There is no guarantee that any factors that differentiate the Company from its competitors will give the Companya market advantage or continue to be a differentiating factor for the Company in the foreseeable future. Competitive pressures createdby 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.

Themarket for our Platform is new and unproven

Wewere founded in 2018 and since our inception have been creating products for the developing and rapidly evolving market for API-basedsoftware platforms, a market that is largely unproven and is subject to a number of inherent risks and uncertainties. We believe thatour future success will depend in large part on the growth, if any, in the market for software platforms that provide features and functionalityto 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 existingcompetitive 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 growthor there is a reduction in demand for such solutions caused by a lack of customer acceptance, technological challenges, competing technologiesand products or decreases in corporate spending, it could have a material adverse effect on the Company’s business, results ofoperations and financial condition.

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

Weexpect to launch Society Points in the second quarter of 2022 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 andfinancial prospects could be materially and adversely affected.

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

Weseek to generate a high volume of traffic and transactions through its technologies. Accordingly, the satisfactory performance, reliabilityand availability of the Company’s website and platform, processing systems and network infrastructure are critical to our reputationand its ability to attract and retain large numbers of users who transact sales on its platform while maintaining adequate customer servicelevels. 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 volumeof transactions completed. Interruptions of service may also diminish the attractiveness of our company and its services. Any substantialincrease in the volume of traffic on our website or Platform or in the number of transactions being conducted by customers will requireus to expand and upgrade our technology, transaction processing systems and network infrastructure. There can be no assurance that wewill be able to accurately project the rate or timing of increases, if any, in the use of the Platform or timely expand and upgrade oursystems and infrastructure to accommodate such increases in a timely manner. Any failure to expand or upgrade its systems could havea material adverse effect on the Company’s business, results of operations and financial condition.

TheCompany’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 servicesand increase its security. Furthermore, in the future, the Company may add new features and functionality to its services that wouldresult in the need to develop or license additional technologies. The Company’s inability to add new software and hardware to developand further upgrade its existing technology, transaction processing systems or network infrastructure to accommodate increased trafficon its platforms or increased transaction volume through its processing systems or to provide new features or functionality may causeunanticipated system disruptions, slower response times, degradation in levels of customer service, impaired quality of the user’sexperience on the Company’s service, and delays in reporting accurate financial information. There can be no assurance that theCompany will be able in a timely manner to effectively upgrade and expand its systems or to integrate smoothly any newly developed orpurchased technologies with its existing systems. Any inability to do so would have a material adverse effect on the Company’sbusiness, results of operations and financial condition.

TheCompany’s failure to successfully market its brands could result in adverse financial consequences

TheCompany believes that continuing to strengthen its brands is critical to achieving widespread acceptance of the Company, particularlyin light of the competitive nature of the Company’s market. Promoting and positioning its brands will depend largely on the successof 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 brandloyalty among users. There can be no assurance that brand promotion activities will yield increased revenues or that any such revenueswould offset the expenses incurred by the Company in building its brand. Further, there can be no assurance that any new users attractedto the Company will conduct transactions over the Company on a regular basis. If the Company fails to promote and maintain its brandor incurs substantial expenses in an attempt to promote and maintain its brand or if the Company’s existing or future strategicrelationships fail to promote the Company’s brand or increase brand awareness, the Company’s business, results of operationsand financial condition would be materially adversely affected.

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

TheCompany plans to expand its operations by developing and promoting new or complementary services, products or transaction formats orexpanding the breadth and depth of services. There can be no assurance that the Company will be able to expand its operations in a cost-effectiveor timely manner or that any such efforts will maintain or increase overall market acceptance. Furthermore, any new business or servicelaunched by the Company that is not favorably received by consumers could damage the Company’s reputation and diminish the valueof 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 marketacceptance of such services or the Company’s inability to generate satisfactory revenues from such expanded services to offsettheir cost could have a material adverse effect on the Company’s business, results of operations and financial condition.

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

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

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

Theeffective operation of the Company’s platform is dependent on technical infrastructure and certain third-party service providers

Ourability to attract, retain, and serve customers is dependent upon the reliable performance of our Platform and the underlying technicalinfrastructure. 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 terminalsand equipment providers. Any disruption or failure in the services from third party partners used to facilitate our business could harmour business. Any financial or other difficulties these partners face may adversely affect our business, and we exercise little controlover these partners, which increases vulnerability to problems with the services they provide.

Thereis no assurance that the Company will be profitable

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

Wecould lose the right to the use of our domain names

Wehave registered domain names for our website that we use in our business. If we lose the ability to use a domain name, whether due totrademark claims, failure to renew the applicable registration, or any other cause, we may be forced to market our products under a newdomain name, which could cause us substantial harm, or to incur significant expense in order to purchase rights to the domain name inquestion. In addition, our competitors and others could attempt to capitalize on our brand recognition by using domain names similarto ours, especially in the light of our expected expansion in SEA countries and South Asia. Domain names similar to ours may be registeredin 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 rightsin our domain names may require litigation, which could result in substantial costs and diversion of management’s attention.

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

Fromtime to time, other companies may copy information from our Platform, through website scraping, robots or other means, and publish oraggregate it with other information for their own benefit. We have no assurance other companies will not copy, publish or aggregate contentfrom 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

consumerswill visit our website or use our mobile app to find the information they seek, which could negatively affect our business, results ofoperations and financial condition. We may not be able to detect such third-party conduct in a timely manner and, even if we could, wemay not be able to prevent it. In some cases, particularly in the case of websites operating outside of the United States, our availableremedies may be inadequate to protect us against such practices. In addition, we may be required to expend significant financial or otherresources to successfully enforce our rights.

Breachesof our online commerce security could occur and could have an adverse effect on our reputation

Asignificant 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, orother events or developments will not result in a compromise or breach of the technology used by the Company to protect customer transactiondata. If any such compromise of the Company’s security were to occur, it could have a material adverse effect on the Company’sreputation and, therefore, on its business, results of operations and financial condition. Furthermore, a party who is able to circumventthe 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 alleviateproblems caused by such breaches. Concerns over the security of transactions conducted on the Internet and other online services andthe privacy of users may also inhibit the growth of the Internet and other online services generally, and the Web in particular, especiallyas a means of conducting commercial transactions. To the extent that activities of the Company involve the storage and transmission ofproprietary information, security breaches could damage the Company’s reputation and expose the Company to a risk of loss or litigationand possible liability. There can be no assurance that the Company’s security measures will prevent security breaches or that failureto prevent such security breaches will not have a material adverse effect on the Company’s business, results of operations andfinancial condition.

TheCompany may not have the ability to manage its growth

TheCompany 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 andfinancial resources. To manage any material growth of its operations and personnel, the Company may be required to improve existing operationaland financial systems, procedures and controls and to expand, train and manage its employee base. There can be no assurance that theCompany’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 willbe able to successfully identify, manage and exploit existing and potential market opportunities. If the Company is unable to managegrowth effectively, its business, prospects, financial condition and results of operations may be materially adversely affected.

TheCompany may engage in acquisition activity, which could have adverse effects on its business

Ifappropriate opportunities present themselves, the Company intends to acquire businesses, technologies, platforms, services, or productsthat the Company believes are strategic. The Company currently has no understandings, commitments or agreements with respect to any materialacquisition 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 integratingan acquired business, technology, service or product into the Company may result in unforeseen operating difficulties and expendituresand 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 liabilitiesand/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 mightrequire the Company to obtain additional equity or debt financing, which might not be available on terms favorable to the Company, orat all, and such financing, if available, might be dilutive.

Werely on the performance of highly skilled personnel, and if we are unable to attract, retain and motivate well-qualified employees, ourbusiness could be harmed

TheCompany is, and will be, heavily dependent on the skill, acumen and services of the management and other employees of the Company. Ourfuture success depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. Qualifiedindividuals are in high demand, and we may incur significant costs to attract them. In addition, the loss of any of our senior managementor key employees could materially adversely affect our ability to execute our business plan, and we may not be able to find adequatereplacements. All of our officers and. employees are at-will employees, which means they may terminate their employment relationshipwith us at any time, and their knowledge of our business and industry would be extremely difficult to replace. We cannot ensure thatwe will be able to retain the services of any members of our senior management or other key employees. If we do not succeed in attractingwell-qualified employees or retaining and motivating existing employees, our business could be harmed.

IllegalUse of our Platform by could result in adverse consequences to the Company

Despitemeasures the Company will implement to detect and prevent identify theft or other fraud our Platform remains susceptible to potentiallyillegal or improper uses. Despite measures the Company will take to detect and lessen the risk of this kind of conduct, the Company cannotassure that these measures will succeed. The Company’s business could suffer if customers use the Platform for illegal or improperpurposes.

Ifmerchants 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 revenuesassociated with these accounts and could be subject to material penalties and fines, both of which would seriously harm its business.

Weare subject to certain risks by virtue of our international operations

Weoperate and expand internationally. We expect to expand our international operations significantly by accessing new markets abroad andexpanding our offerings in new languages: not less than all languages in SEA countries and South Asia. Our platform is now availablein English and several other languages. However, we may have difficulty modifying our technology and content for use in non-English-speakingmarkets or fostering new communities in non-English-speaking markets. Our ability to manage our business and conduct our operations internationallyrequires considerable management attention and resources, and is subject to the particular challenges of supporting a rapidly growingbusiness 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 maybe better positioned than we are to succeed. Expanding internationally may subject us to risks that we have either not faced before orincrease our exposure to risks that we currently face, including risks associated with:

Changesin the economic, political, or legal environment of the Asia Pacific region

Mostof our revenues are derived from SEA and South Asia countries. As a result, our business is subject to the economic, political and legalenvironment in SEA and South Asia countries. The economies of SEA and South Asia differ from other countries in various respects suchas government involvement, level of development, growth rate, allocation of resources and inflation rate. Prior to the 1990s, many SEAcountries 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 throughstate plans and other measures. It is our understanding that there is an increasing level of freedom and autonomy in areas such as resourceallocation, production and management and a gradual shift in emphasis to market economies and enterprise reform.

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

Aspart 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 seriesof laws and regulations on local and foreign investment, which set out the types of corporate vehicle investors may establish to carryout 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 Asiaregions 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 willbe successful or the impetus to reform will continue. If any of these changes adversely affect us or our business, or if we are unableto capitalize on the economic reform measures of the pertinent governments, our business, results of operations and financial conditioncould be adversely affected.

Manyof the economies in SEA countries and South Asia are experiencing substantial inflationary pressures which may prompt the governmentsto take action to control the growth of the economy and inflation that could lead to a significant decrease in our profitability.

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

Ourbusiness will be exposed to foreign exchange risk

Wederive most of our revenue from the operations of our Platform in Vietnam and expect to derive our revenue from SEA and South Asia. Ourfunctional 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 reasonableapproximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translatedat the rate on the dates of the transactions, and we translate our financial position at the period-end exchange rate. Accordingly, anysignificant fluctuation between the currencies of countries of SEA and South Asia on the one hand and the U.S. dollar on the other couldexpose us to foreign exchange risk.

Someof the currencies of the countries of SEA and South Asia are not freely convertible. The foreign exchange management regime of many SEAand South Asia countries has transitioned from a system of fixed multiple exchange rates controlled by the state banks to a system offlexible 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 materialadverse impact on our results of operations and financial condition because our reporting currency is the U.S. dollar. There can be noassurance, that the governments will continue to relax their foreign exchange regulations, that they will maintain the same foreign exchangepolicy or that there will be sufficient foreign currency available in the market for currency conversions. If, in the future, the regulationsrestrict our ability to convert local currencies or there is insufficient foreign currency available in the market, we may be unableto meet any foreign currency payment obligations.

Ifinflation increases significantly in SEA or South Asia countries

Shouldinflation in SEA or South Asia countries increase significantly, our costs, including our staff costs and transportation are expectedto increase. Furthermore, high inflation rates could have an adverse effect on the countries’ economic growth, business climateand dampen consumer purchasing power. As a result, a high inflation rate in SEA

orSouth Asia countries could materially and adversely affect our business, results of operations, financial condition and prospects.

Geopoliticalunrest in the regions in which we operate could adversely affect our business

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

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

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

Inaddition, the current outbreak of COVID-19 has resulted in a widespread global health crisis and adversely affected global economiesand financial markets, and similar public health threats could do so in the future. Such events have impacted, and could in the futureimpact, 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 networkmay become infected, or may choose, or be advised, to avoid any contact with others, any of which may adversely affect our ability toprovide our Platform and for our merchants and consumers to use our Platform. In addition, shelter-in-place orders and similar regulationsimpact merchants’ ability to operate their businesses, consumers’ ability to pick up orders, and our merchants’ abilityto make deliveries during certain times, or at all. Even if merchants are able to continue to operate their businesses, many may operatewith limited hours, selection and capacity and other limitations. Any limitations on or disruptions or closures of merchants’ businessescould adversely affect our business.

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

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

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

RegulatoryRisks

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

Fromtime-to-time, governments and regulatory bodies may review the legislation and regulations applied to the payment processing industryin 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 threatenthe Company’s growth prospects. More specifically, the Company is operating in the payment processing industry, which is strictlyregulated. Regulation is extensive and designed to protect consumers and the public, while providing standard guidelines for businessoperations. In the offering of its products, the Company is subject to certain federal and provincial laws and regulations relating toits 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 anadverse impact on the Company’s business, results of operations and/or financial condition.

Regulationof the internet generally could have adverse consequences on our business

Weare also subject to general business regulations and laws in SEA and South Asia specifically governing the internet and e-commerce. Existingand future laws and regulations may impede the growth of the Internet, e-commerce or other online services, and increase the cost ofproviding 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 Internetaccess 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 mayharm our business and results of operations.

Privacyregulations could have adverse consequences on our business

Wereceive, collect, store, process, transfer, and use personal information and other user data. There are numerous international laws andregulations 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 privacypolicies and obligations to third parties related to privacy, data protection, and information security. We strive to comply with applicablelaws, regulations, policies, and other legal obligations relating to privacy, data protection, and information security to the extentpossible. However, the regulatory framework for privacy and data protection worldwide is, and is likely to remain for the foreseeablefuture, uncertain and complex, and it is possible that these or other actual or alleged obligations may be interpreted and applied ina manner that we do not anticipate or that is inconsistent from one jurisdiction to another and may conflict with other rules or ourpractices. 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 orimplied consent of users for the collection, use, retention, or disclosure of such data must be obtained, could increase our costs andrequire us to modify our services and features, possibly in a material manner, which we may be unable to complete, and may limit ourability to store and process user data or develop new services and features. 

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

Anyfailure or perceived failure by us to comply with our posted privacy policies, our privacy-related obligations to users or other thirdparties, or any other legal obligations or regulatory requirements relating to privacy, data protection, or information security mayresult in governmental investigations or enforcement actions, litigation, claims, or public statements against us by consumer advocacygroups or others and could result in significant liability, cause our users to lose trust in us, and otherwise have an adverse effecton our reputation and business. Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, and policiesthat 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 consumeradvocacy groups or others and could result in significant liability, cause our users to lose trust in us, and otherwise have an adverseeffect on our reputation and business. Further, public scrutiny of or complaints about technology companies or their data handling ordata 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 investigationactivities, which may increase our costs and risks.

Regulationof bonus cards could have adverse consequences on our business

Ourplatform’s payment system inevitably provides our customers with bonuses that may or may not be deemed gift certificates, storegift 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 impositionof certain fees. Various companies that provided deal products similar to ours around the world are currently or were defendants in purportedclass action lawsuits.

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

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

TheRequirements of Being a Public Company

Asa public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the “ExchangeAct”, the Sarbanes-Oxley Act, the Dodd-Frank Act, and other applicable securities rules and regulations. Compliance with theserules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming orcostly and increase demand on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterlyand current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that wemaintain 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 resourcesand management oversight may be required. As a result, management’s attention may be diverted

fromother business concerns, which could harm our business and operating results. We may need to hire more employees in the future to complywith these requirements, which will increase our costs and expenses.

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

Wealso expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director andofficer 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, particularlyto serve on our audit committee and Remuneration Committee, and qualified executive officers.

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

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

Weare subject to the Foreign Corrupt Practice Act, or FCPA, and other laws that prohibit improper payments or offers of payments to foreigngovernments and their officials and political parties by U.S. persons and issuers as defined by the statute for the purpose of obtainingor retaining business. We have operations, agreements with third parties and make sales in Asia, which may experience corruption. Ouractivities in Asia create the risk of unauthorized payments or offers of payments by one of the employees, consultants or agents of ourcompany, because these parties are not always subject to our control. It is our policy to implement safeguards to discourage these practicesby 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 mayresult 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 FCPAviolations committed by companies in which we invest or that we acquire.

Riskof litigation

TheCompany and/or its directors and officers may be subject to a variety of civil or other legal proceedings, with or without merit. Fromtime to time in the ordinary course of its business, we may become involved in various legal proceedings, including commercial, employmentand 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 inherentlyunpredictable, the results of any such actions may have a material adverse effect on our business, operating results or financial condition.

Evenif 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

litigationmay be protracted and expensive, and the results are difficult to predict and may require us to stop offering certain features, purchaselicenses 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 propertyinfringement claims against us.

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

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

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

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

Weface potential liability and expense for legal claims relating to the information that we publish on our website and our Platform, includingclaims for defamation, libel, negligence and copyright or trademark infringement, among others. For example, businesses in the past haveclaimed, and may in the future claim, that we are responsible for defamatory reviews posted by our users. We expect claims like theseto continue, and potentially increase in proportion to the amount of content on our Platform. These claims could divert management timeand 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 unsuccessfulin 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 andfinancial performance.

Protectionof Intellectual Property Rights

Thefuture 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 inadequateto protect any proprietary rights or to prevent others from claiming violations of their proprietary rights. There can be no assurancethat other companies are not investigating or developing other technologies that are similar to our technology. In addition, effectiveintellectual property protection may be unenforceable or limited in certain countries, and the global nature of the Internet makes itimpossible to control the ultimate designation of our technology. Any of these claims, with or without merit, could subject us to costlylitigation. If the protection of proprietary rights is inadequate to prevent unauthorized use or appropriation by third parties, thevalue of our brand and other intangible assets may be diminished. Any of these events could have an adverse effect on our business andfinancial results.

Effectivetrade secret, copyright, trademark and domain name protection is expensive to develop and maintain, both in terms of initial and ongoingregistration requirements and expenses and the costs of defending our rights. We are seeking to protect our trademarks and domain namesin 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 validityand scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantialcosts and diversion of management and technical resources, any of which could adversely affect our business and operating results. Wemay incur significant costs in enforcing our trademarks against those who attempt to imitate our brand. If we fail to maintain, protectand enhance our intellectual property rights, our business and operating results may be harmed.

RisksRelated to this Offering

Ourmanagement 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.

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

TheWarrants are speculative in nature.

TheWarrants do not confer any rights of common stock ownership on its holders, such as voting rights or the right to receive dividends,but rather merely represent the right to acquire common stock at a fixed price for a limited period of time. Commencing on the date ofissuance, holders of the Warrants may exercise their rights to acquire common stock and pay an exercise price of $7.73 per share, subjectto certain adjustments, prior to the fifth anniversary of the date of issuance, after which date any unexercised Warrants will expireand have no further value.

Followingthis offering, the market value of the Warrants, if any, is uncertain and there can be no assurance that the market value of the Warrantswill equal or exceed their imputed offering price. There can be no assurance that the market price of our common stock in the futurewill ever equal or exceed the exercise price of the Warrants, and consequently, whether it will ever be profitable for holders of theWarrants to exercise the Warrants.

Holdersof the Warrants will have no rights as shareholders until such holders exercise their Warrants and acquire our common stock.

Untilholders of the Warrants acquire our common stock upon exercise of the Warrants, holders of the Warrants will have no rights with respectto the common stock underlying the Warrants. Upon exercise of the Warrants, the holders thereof will be entitled to exercise the rightsof a holder of common stock only as to matters for which the record date occurs after the exercise date.

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

Thepublic offering price is substantially higher than the net tangible book value per share of our common stock. Investors purchasing sharesof 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 $5.23 per share, based onthe assumed public offering price of $7.73 per share and Warrant and our pro forma, as adjusted net tangible book value as of September30, 2021. The exercise of outstanding warrants would result in additional dilution. As a result of this dilution, investors purchasingshares 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.

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

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

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

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

OurPre-IPO Shareholders may sell significant quantities of common stock

Ourpre-IPO shareholders own approximately 77.5% of our common stock. . Notwithstanding that certain officers and directors who are stockholdersare locked up until May 7, 2022, they may have acquired their shares at a lower price than that of this offering. Accordingly, they maybe incentivized to sell all or part of their holdings as soon as any applicable transfer restrictions have ended and such sales couldhave a negative impact on the market price of our common stock. 

Ifsecurities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock priceand trading volume could decline.

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

RisksRelating to Ownership of Our Securities.

Thereis no public market for the Warrants to purchase shares of common stock being offered by us in this offering.

Thereis no established public trading market for the Warrants being offered in this offering. The Warrants will not be listed for tradingand no market for the Warrants is expected to develop. Without an active trading market, the liquidity of the Warrants will be limited.

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

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

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

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

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

Apossible “short squeeze” due to a sudden increase in demand of our common stocks that largely exceeds supply may lead toprice volatility in our common stock.

Followingthis offering, investors may purchase our common stock to hedge existing exposure in our common stock or to speculate on the price ofour common stock. Speculation on the price of our common stock may involve long and short exposures. To the extent aggregate short exposureexceeds the number of shares of our common stock available for purchase in the open market, investors with short exposure may have topay a premium to repurchase our common stock for delivery to lenders of our common stock. Those repurchases may in turn, dramaticallyincrease the price of our common stock until investors with short exposure are able to purchase additional shares of common stock tocover their short position. This is often referred to as a “short squeeze.” A short squeeze could lead to volatile pricemovements in our common stock that are not directly correlated to the performance or prospects of our company and once investors purchasethe shares of common stock necessary to cover their short position the price of our common stock may decline.

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

DennisNguyen, our Founder, Chairman and CEO, currently beneficially owns common stock and Super Voting Preferred Stock that provide him with73.5% of the voting power of our voting stock. Upon the closing of this offering, he will beneficially own approximately 70.1% of thevoting power of our outstanding voting stock, or approximately 69.7% if the underwriter exercises its option to purchase additional sharesof common stock and/or Warrants from us in full. Therefore, even after this offering, he will have the ability to substantially influenceus through this ownership position. For example, he may be able to significantly influence elections of directors, amendments of ourorganizational documents, or approval of any merger, sale of assets, or other major corporate transaction. His interests may not alwayscoincide with our corporate interests or the interests of other shareholders, and he may act in a manner with which you may not agreeor 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. 

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

Althoughour common stock has been approved for listing 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 andcould have an adverse effect on the market price of, and the efficiency of the trading market for, our common stock. In addition, thedelisting of our common stock could significantly impair our ability to raise capital.

Anactive market for our common stock in which investors can resell their shares may not develop.

Priorto our initial public offering that closed on November 12, 2021, there was no public market for our common stock. We cannot predict theextent to which an active market for our common stock will develop or be sustained after this offering, or how the development of sucha market might affect the market price of our common stock.. The value of our common stock can be adversely affected by a variety offactors, including development problems, regulatory issues, technical issues, commercial challenges, competition, legislation, governmentintervention, industry developments and trends, and general business and economic conditions.

Ifwe are not able to comply with the applicable continued listing requirements or standards of Nasdaq, Nasdaq could delist our Common Stock

Inorder to maintain the listing of our common stock on the Nasdaq Capital Market, we must satisfy minimum financial and other continuedlisting requirements and standards, including those regarding director independence and independent committee requirements, minimum stockholders’equity, minimum share price, and certain corporate governance requirements. There can be no assurances that we will be able to complywith such applicable listing standards.

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

Weare required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, orany failure of those controls once established, could adversely impact our public disclosures regarding our business, financial conditionor results of operations. In addition, management’s assessment of internal controls over financial reporting may identify weaknessesand conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns forinvestors. 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 accountingfirm’s attestation to or report on management’s assessment of our internal controls over financial reporting may have anadverse impact on the price of our common stock.

Acontrol system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives ofthe control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints andthe benefit of controls must be relative to their costs. Because of the inherent limitations in all control systems, no system of controlscan provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherentlimitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple erroror mistake. Further, controls can be circumvented by individual acts of some persons, by collusion of two or more persons, or by managementoverride of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood offuture 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 maydeteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and maynot be detected.

Atpresent, 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, mistakesor all fraud.

Ourfinancial controls and procedures may not be sufficient to ensure timely and reliable reporting of financial information, which, as apublic company, could materially harm our stock price.

Werequire significant financial resources to maintain our public reporting status. We cannot assure you we will be able to maintain adequateresources to ensure that we will not have any future material weakness in our system of

internalcontrols. The effectiveness of our controls and procedures may in the future be limited by a variety of factors including:

Ourinternal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlesin the United States of America. Our internal control over financial reporting includes those policies and procedures that (i) pertainto the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assetsof the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statementsin accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only inaccordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effecton the financial statements.

Despitethese 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 andcan find it difficult to employ resources for complicated transactions and effective risk management. Additionally, smaller reportingcompanies tend to utilize general accounting software packages that lack a rigorous set of software controls.

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

Wemust implement additional and expensive procedures and controls in order to grow our business and organization and to satisfy new reportingrequirements, which will increase our costs and require additional management resources.

Uponbecoming a fully public reporting company, we will be required to comply with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-OxleyAct”) and the related rules and regulations of the SEC, including the requirements that we maintain disclosure controls andprocedures 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-OxleyAct and other SEC and national exchange requirements will increase our costs and require additional management resources. We recentlyhave begun upgrading our procedures and controls and will need to continue to implement additional procedures and controls as we growour business and organization and to satisfy new reporting requirements. If we are unable to complete the required assessment as to theadequacy of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act or if we fail to maintaininternal control over financial reporting, our ability to produce timely, accurate and reliable periodic financial statements could beimpaired.

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

Weare an “emerging growth company” under the JOBS Act of 2012 and we cannot be certain if the reduced disclosure requirementsapplicable to emerging growth companies will make our common stock less attractive to investors.

Weare 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 companiesthat are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestationrequirements of section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodicreports and proxy statements, and exemptions from the

requirementsof holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previouslyapproved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If someinvestors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stockprice may be more volatile.

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

Wewill remain an “emerging growth company” until the last day of the fiscal year following the fifth anniversary of the dateof the first sale of our common stock pursuant to an effective registration statement under the Securities Act, although we will losethat 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 recentlycompleted second fiscal quarter.

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

Asa “controlled company” under the rules of the Nasdaq Capital Market, we may choose to exempt our company from certain corporategovernance requirements that could have an adverse effect on our public shareholders.

Mr.Dennis Nguyen, our Founder, Chairman and Chief Executive Officer is currently the beneficial owner of voting stock that provides himwith approximately 73.5% of the voting power of our voting stock. Upon the closing of this offering, Mr. Nguyen will own approximately70.1% of the voting power of our outstanding common stock (approximately 69.7% if the over-allotment is exercised in full) and our officerand directors will own collectively 78.9% of the voting power of our voting stock (approximately 78.3% if the over-allotment is exercisedin full). We currently meet the definition of a “controlled company” under the corporate governance standards for NASDAQlisted companies and for so long as we remain a controlled company under this definition, we are eligible to utilize certain exemptionsfrom the corporate governance requirements of the NASDAQ Stock Market.

Aslong as our officers and directors, either individually or in the aggregate, own at least 50% of the voting power of our Company, weare a “controlled company” as defined under the listing rules of The Nasdaq Stock Market LLC.

Forso as we are a controlled company under that definition, we are permitted to elect to rely, and may rely, on certain exemptions fromcorporate 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. 

Althoughwe do not intend to rely on the “controlled company” exemption under the Nasdaq listing rules, we could elect to rely onthis exemption in the future. If we elect to rely on the “controlled company” exemption, a majority of the members of ourboard of directors might not be independent directors and our nominating and corporate governance and compensation committees might notconsist entirely of independent directors.

Asa result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governancerequirements. 

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

Wehave never paid cash dividends on our common stock and do not anticipate paying cash dividends on our common stock in the foreseeablefuture. We currently intend to retain any future earnings to support the development of our business and do not anticipate paying cashdividends in the foreseeable future. Our payment of any future dividends

willbe at the discretion of our board of directors after taking into account various factors, including, but not limited to, our financialcondition, 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 onsales 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.

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

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

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

SPECIALNOTE REGARDING FORWARD-LOOKING STATEMENTS

Thisprospectus 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 relateto us or our management, identify forward-looking statements. Such statements, include, but are not limited to, statements containedin this prospectus relating to our business strategy, our future operating results and liquidity and capital resources outlook. Forward-lookingstatements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Becauseforward–looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstancesthat are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. Theyare neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relyingon any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in theforward-looking statements include, without limitation:

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

Factorsor 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 ofthem. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, includingthe securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statementsto actual results.

USEOF PROCEEDS

Weestimate that we will receive net proceeds of approximately $18,174,999.20 (or approximately $20,964,998.90 if the underwriters’option to purchase additional shares and Warrants is exercised in full) from the sale of the common stock and Warrants offered by usin this offering, based on the assumed public offering price of $7.73 per share and after deducting the estimated underwriting discountsand commissions and estimated offering expenses payable by us. These estimates exclude the proceeds, if any, from the exercise of theWarrants sold in this offering. If all of the Warrants sold in this offering were to be exercised in cash at an exercise price of $7.73per share, we would receive additional net proceeds of approximately $19,999,999  million. We cannot predict when or if these Warrantswill be exercised.  We will not receive any proceeds from the sale of shares of common stock by the selling stockholders.

Theprincipal purposes of this offering are to increase our capitalization and financial flexibility, increase our visibility in the marketplaceand create a public market for our common stock. As of the date of this prospectus, we cannot specify with certainty all of the particularuses for the net proceeds to us from this offering. However, we currently intend to use the net proceeds to us from this offering tomake acquisitions of e-commerce companies in the F&B, beauty and travel industries in SEA and South Asiahire additional employees,including executive officers, software developers, logistics operations staff, sales and marketing professionals, and for general corporatepurposes, including working capital, operating data centers, leasing technology platforms and sales and marketing activities.

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

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

MARKETFOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Ourcommon stock is listed on the Nasdaq Capital Market under the Symbol “SOPA.”

Asof January 13, 2022 19,732,405 shares of our common stock were issued and outstanding and were held by 107 stockholders of record.

As of January 13, 2022, we have outstanding warrantsthat were issued to certain former holders of our Series C-1 Preferred Stock that were originally exercisable for additional shares ofour Series C-1 Preferred Stock (the Series C-1 Warrants”). All of our Series C-1 Preferred Stock was automatically converted intoshares of our common stock at a conversion rate of 300 shares of common stock for every share of Series C-1 Preferred Stock held. as ofJanuary 13, 2022 we have outstanding 3,860 Series C-1 Warrants that are now exercisable for 1,158,000 shares of our common stock at anexercise price of $1.40 per share. We also have outstanding 144,445 warrants to purchase our common stock that were issued to the underwriterin connection with the consummation of our initial public offering on November 12, 2021. Such warrants have a 5-year term and are exercisablebeginning on May 9, 2022 at an exercise price of $9.90 per share.

Dividends

Wehave 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 growthand development of our business, including potentially the acquisition of, or investment in, businesses, technologies or products thatcomplement our existing business. The payment of dividends is within the discretion of the board of directors and will depend on ourearnings, capital requirements, financial condition, prospects, applicable Nevada law, which provides that dividends are only payableout of surplus or current net profits, and other factors our board might deem relevant. There are no restrictions that currently limitour ability to pay dividends on our common stock other than those generally imposed by applicable state law.

SecuritiesAuthorized for Issuance under Equity Compensation Plan

Wehave reserved 3,133,760 shares of our outstanding share capital for employee stock option plan for our key management and staff. Therehave been no issuances under the plan.

CAPITALIZATION

Thefollowing table sets forth our consolidated cash and capitalization, as of September 30, 2021. Such information is set forth on the followingbasis:

•  on an actual basis;

•  on a pro forma basis giving effect to (i) the sale of 2,888,889 shares of common stock by us in our initial public offering atthe public offering price of $9.00 per share after deducting the underwriting discounts and commissions and estimated offering expensespayable by us that closed on November 12, 2021 and (ii) the issuance of 6,362,089 shares of our common stock upon automatic conversionof our Convertible Preferred Stock as a result of the closing of the initial public offering;

•  on a pro forma as adjusted basis giving effect to the issuance and sale of 2,587,322 shares of common stock and Warrants offeredin this offering at an assumed public offering price of $7.73 per share and Warrant, which was the last reported closing trading priceof our common stock on the Nasdaq on January 12, 2022 after deducting underwriting discounts, commissions and estimated offering expensesof $1,824,999.94 (assuming the underwriters do not exercise their option to purchase additional shares or Warrants and excluding thecommon stock issuable upon the exercise of the Warrants).

Youshould read the following table in conjunction with “Use of Proceeds,” “Management’s Discussion andAnalysis of Financial Condition and Results of Operations” and our financial statements and related notes included in thisprospectus.

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

(1)Does not include (i) 144,445 shares of common stock issuable upon the exercise of the underwriters’ warrants that were issued inconnection with our initial public offering (ii) 1,174,201 shares of common stock that are underlying the Series C-1 Warrants that areexercisable at an exercise price of $1.40 per share, (iii) 2,587,322 shares of common stock that are issuable upon the exercise of theWarrants offered hereby, (iv) 181,113 shares of common stock that are issuable upon the exercise of the underwriters’ warrantsto be issued in connection with this offering,(v) 1,945,270 shares of common stock that are underlying an option granted to Dennis Nguyenthat has an exercise price of $6.49 per share and (vi) 3,133,760 shares of common stock issuable pursuant to awards that may be grantedunder the Company’s 2021 Stock Incentive Plan.

DILUTION

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

Asof September 30, 2021, our historical net tangible book value (deficit) as of September 30, 2021 was approximately $(15,422,527) or $(1.59)per share of common stock. Our historical net tangible book value (deficit) per share of our common stock represents our total tangibleassets (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 by9,695,480 shares of common stock outstanding as of that date.

Ourpro forma net tangible book value as of September 30, 2021 which reflects the pro forma adjustments described in “Capitalization”,was approximately $35,820,880 or $1.82 per share of common stock. Our pro forma as adjusted net tangible book value per share representspro forma as adjusted net tangible book value divided by 19,732,405 shares of common stock outstanding, as if such conversion occurredon September 30, 2021.

Aftergiving further effect to our sale of 2,587,322 shares of common stock and Warrants in this offering, at the asumed public offering priceof $7.73 per share and after deducting the estimated underwriting discounts, non-accountable expense allowance and estimated offeringexpenses payable by us, our pro forma as adjusted net tangible book value as of September 30, 2021 would have been $55,820,880   orapproximately $2.50   per share. This represents an immediate increase in pro forma as adjusted net tangible book value of$3.41 per share to our existing stockholders and an immediate dilution of $5.23 per share to new investors who purchase shares of commonstock in the offering. Dilution per share to new investors purchasing shares of common stock in this offering is determined by subtractingpro forma as adjusted net tangible book value per share after this offering from the public offering price per share paid by new investors.

Thefollowing table illustrates this dilution on a per share basis to new investors: 

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

Aftergiving further effect to our issuance and sale of 2,587,322 shares of common stock and Warrants offered in this offering at the assumedpublic offering price of $7.73 per share and Warrant being the last reported closing trading price of our common stock on the Nasdaqon January 12, 2022, excluding the common stock issuable upon the exercise of the Warrants relating to this offering, after deductionof the underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible bookvalue as of September 30, 2021 would have been approximately $55,820,880 million, or $2.50 per share, to existing stockholders and animmediate dilution in tangible book value of $0.69 per share, to purchasers of common stock in this offering.

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

CapitalizationTable

Theforegoing tables and calculations (other than the historical net tangible book value calculation), is based on 9,695,480 shares of ourcommon stock outstanding as of September 30, 2021, 3,125,000 shares sold in our initial public offering; the conversion of all outstandingshares of our Convertible Preferred Stock into an aggregate of 6,362,089 shares of common stock in connection with the completion ofthe initial public offering and 549,836 shares issued to various individuals and entities after September 30, 2021, and excludes thefollowing:

(i)144,445 shares of common stock issuable upon the exercise of the underwriters’ warrants that were issued in connection with ourinitial public offering (ii) 1,174,201 shares of common stock that are underlying the Series C-1 Warrants that are exercisable at anexercise price of $1.40 per share, (iii) 2,587,322 shares of common stock that are issuable upon the exercise of the Warrants offeredhereby, (iv) 181,113 shares of common stock that are issuable upon the exercise of the underwriters’ warrants to be issued in connectionwith this offering,(v) 1,945,270 shares of common stock that are underlying an option granted to Dennis Nguyen that has an exercise priceof $6.49 per share and (vi) 3,133,760 shares of common stock issuable pursuant to awards that may be granted under the Company’s2021 Stock Incentive Plan.  

MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

Thefollowing discussion and analysis of our financial condition and results of operations should be read in conjunction with the informationpresented in “Selected Historical Consolidated Financial Data” and our historical consolidated financial statements and therelated notes included elsewhere in this prospectus. In addition to historical information, the following discussion contains forward-lookingstatements, 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 differmaterially from those contained in or implied by any forward-looking statements. Factors that could cause such differences include thoseidentified 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-lookingstatements.

Overview

Weacquire and operate e-commerce platforms through our direct and indirect wholly-owned subsidiaries, including but not limited to SocietyTechnology LLC, SoPa Technology Pte Ltd, SoPa Cognitive Analytics Pte Ltd, Sopa Technology Co Ltd, HOTTAB Pte Ltd and HOTTAB VietnamCo Ltd. Along with HOTTAB Asset Vietnam Co Ltd (currently wholly-owned by one employee of HOTTAB Vietnam Co Ltd and contractually operatedby HOTTAB Vietnam Co Ltd), these eight companies form the Society Pass Group (the “Group”). The Group currently markets toboth consumers and merchants in Vietnam while maintaining an administrative headquarters in Singapore. In Feb 2021,we have acquired anonline 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. On 9 November 2021, the Grouphave been approved for listing on Nasdaq Capital Market (“Nasdaq”) and will trade under the ticker symbol “SOPA”.The Group is a leading Southeast Asian data-driven loyalty platform. On November 12, 2021, we consummated our initial offering of 2,888,889shares of common stock at a price of US$9.00 per share. We intend to expand our e-commerce ecosystem throughout the rest of SEA and SouthAsia with particular focuses on Philippines, India and Bangladesh.

Ourecosystem currently comprises of seven e-commerce interfaces targeting consumers and merchants: SoPa food & beverage (“F&B”)App, SoPa.asia F&B Marketplace website, #HOTTAB Biz App, #HOTTAB POS App, Hottab.net admin website, Leflair App, and Leflair LifetyleMarketplace website (the “Platform”). Our loyalty-focused and data-driven e-commerce marketing platform interfaces connectconsumers with merchants in the F&B and lifestyle sectors, assisting local brick-and-mortar businesses to access new customers andmarkets to thrive in an increasingly convenience-driven economy. Our Platform integrates with both global and country-specific searchengines and applications and accepts international address and phone number data, providing a consumer experience that respects locallanguages, address formats and customs. Our strategic partners work with us to penetrate local markets, while our Platform allows effortlessintegration with existing technological applications and websites.

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

Brandedas “#HOTTAB”, our merchant facing business helps merchants increase revenues and streamline costs with an online and multilingualstore front, fully integrated POS software solution, joint marketing program, payment infrastructure, loyalty administration, customerprofile 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 needa smart device in order to quickly access our #HOTTAB product ecosystem. In addition, our Customer Care department provides attentiveafter-sales service.

Uponthe expected launch of Society Points in the second half of 2021, consumers will be able to use our Society Points at merchant locationsinitially throughout Vietnam and then we expect to expand availability of Society Points throughout SEA and South Asia See “Business—Loyalty Points —Society Points.”

Asof January 13, 2022   we have onboarded over 1.5 million registered consumers and over 5,500 registered merchants on our Platform.

Impactof the COVID-19 Pandemic

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

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

Sincethe onset of the COVID-19 pandemic in March and April 2020, all our POS merchant clients are affected by COVID-19 measures for F&Bto temporary stop restaurant dine ins.

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

Thespread 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 orrecommended 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 mitigatethe adverse impacts on, and risks to, our business posed by its spread and the governmental and community reactions thereto. See “RiskFactors--Our business may be materially adversely affected by the recent coronavirus (COVID-19) outbreak.

FinancialCondition

Resultsof Operations

Thefollowing table sets forth certain operational data for the three and nine months ended September 30, 2021 and 2020:

Revenue.We generated revenues of $83,534 and $ 11,629 for the three months ended September 30, 2021 and 2020 respectively. During the nine monthended September 30, 2021 and 2020 we generated revenue of $100,823 and $41,262 respectively. The significant increase in revenue forthree months and nine months was due to more merchants were joining our platform to operate their business.

Duringthe nine months ended September 30, 2021 and 2020, the following customer exceeded 10% of the Company’s revenues:

*- This included value added taxes (“VAT”)

Forthe three months ended September 30, 2021 and 2020, the customers who accounted for 10% or more of the Company’s revenues and itsoutstanding receivable balances at year-end dates, are presented as follows:

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

Costof Revenue. We incurred cost of revenue of $159,436 and $20,316 for three months ended September 30, 2021, and 2020 respectively.During the period of nine months ended September 30,2021 and 2020, we incurred cost of revenue of $264,293 and $59,109 respectively.Cost of revenue increased primarily as a result of the fixed subscription cost and the increased in number of headcounts arising fromthe acquisition of e-commerce assets from Goodventures Sea Limited.

Majorvendors

Forthe nine months ended September 30, 2021 and 2020, the vendors who accounts for 10% or more of the Company’s hardware purchasesand software cost its outstanding payable balances as at year-end dates, are presented as follows:

Forthe three months ended September 30, 2021 and 2020, the vendors who accounts for 10% or more of the Company’s hardware purchasesand software cost its outstanding payable balances as at year-end dates, are presented as follows:

Allvendors are located in Vietnam.

GrossLoss. We recorded a gross loss of $75,902 and $8,687 for three months ended September,30 2021 and 2020 respectively. During the ninemonths ended September 30,2021 and 2020, we recorded a gross loss of $163,470 and $17,847 respectively. The increase in gross loss isprimarily attributable to fixed subscription cost and the number of headcounts arising from the acquisition of e-commerce assets fromGoodventures Sea Limited.

Salesand Marketing Expenses (“S&M”). We incurred S&M expenses of $42,843 and $0 for three months ended September 30,2021 and 2020 respectively. During nine months ended September 30,2021 and 2020, we have incurred S&M expenses of $85,027 and $3,125respectively. The increase in S&M is primarily attributable to the increased in sales and promotion expenses related to get moremerchants joining our e-commerce platform to operate their business. Also, increase marketing cost to attract attention of customer toour e-commerce platform.

SoftwareDevelopment Cost (“SDC”). We incurred SDC expenses of $9,709 and 33,658 for three months ended September 30, 2021 and2020 respectively. During the nine months ended September 30, 2021 and 2020, we incurred SDC expenses of $76,698 and $139,151 respectively.The decrease in SDC is primarily attributable to the restructuring of our technology development team.

ImpairmentCharge (“IC”). We incurred impairment charge of $200,000 and $8,778 for the nine months ended September 30, 2021, and2020, respectively. No impairment charge incurred for the three months ended September 30, 2021 and 2020. The increase is primarily attributableto the acquisition of Leflair ecommerce asset which was expensed in the same period due to the short life term of the asset and the quantumof consideration.

Generaland Administrative Expenses (“G&A”). We incurred G&A expenses of $8,292,463 and $1,580,287 for three months endedSeptember 30, 2021 and 2020 respectively. During the nine months ended September 30, 2021 and 2020, we incurred G&A expenses of $14,414,362and $2,311,266 respectively. The increase in G&A is primarily attributable to the professional cost associated with cost relatedto company filing for listing on Nasdaq, amortization of intangible assets and Stock based compensation for services.

Losson settlement of litigation. On May 21, 2021, the Company has agreed to settle the matter for the sum of $550,000. No additionalshares were included in the settlement agreement. The settlement sum is required to be paid in two tranches, with $250,000 to have beenpaid 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 complete the settlement sum as provided under the settlement agreement by paying the remaining $300,000on June 29, 2021. In connection with the settlement, the Company recognized litigation settlement expense and a related accrued liabilityof $550,000 in the period ended September 30, 2021. There is no such expenses incurred in the comparative period ended September 30,2020.

IncomeTax Expense. Our income tax expenses for the three months ended September 30,2021 and 2020 was $1,303 and $4 and for nine monthsended September 30, 2021 and 2020 was $9,943 and $15,069, respectively.

NetLoss. As a result for the three months ended September 30, 2021, we incurred a net loss of $8,429,267 as compare to the same periodended September 30,2020 of $1,626,993. During nine month ended September 30, 2021 the Group having loss of $15,528,998, as compared to$2,522,111 for the same period ended September 30, 2020. The increase in net loss is primarily attributable to the professional costassociated with cost related to company filing for listing on Nasdaq and amortization of intangible assets.

Resultsof Operations

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

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 acquisitionof Hottab Group in November 2019.

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

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

Costof 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 ofrevenue increase primarily as a result of the increase in our business support team.

Majorvendors

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

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

GrossProfit/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.

Salesand 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.

SoftwareDevelopment Cost (“SDC”). We incurred SDC expenses of $165,514 and $289,176 for the year ended December 31, 2020, and2019, respectively. The decrease in SDC is primarily attributable to the restructuring of our technology development team.

GoodwillImpairment Charge (“GIC”). We incurred goodwill impairment charge of $16,375 and $2,798,396 for the year ended December31, 2020, and 2019, respectively. The decrease is primarily attributable to the decrease due to impairment of Hottab acquisition whichwas impaired in 2019.

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

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

NetLoss. 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 periodended December 31, 2019. The decrease in net loss is primarily attributable to the decrease in our business activities and manpower restructuringamid the coronavirus (COVID-19) outbreak in 2020.

OnNovember 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 anacquisition of a business pursuant to ASC 805, “Business Combinations” (“ASC 805”).

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

Thedeferred 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.

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

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

TheAcquisition was accounted for as a business combination in accordance with ASC 805 “Business Combinations”. The Company hasallocated the purchase price consideration based upon the fair value of the identifiable assets acquired and liabilities assumed on theacquisition date. Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed andintangible 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 administrativeexpense.

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

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

Thefollowing unaudited pro forma information presents the combined results of operations as if the acquisitions had been completed on January1, 2019:

Liquidityand Capital Resources

Asof September 30, 2021, we had cash and cash equivalents of $5,722,450, accounts receivable of $87,803, deposits, prepayments and otherreceivables of $69,623 and due from related parties of $97,500.

Asof December 31, 2020, we had cash and cash equivalents of $506,666, accounts receivable of $1,897, deposits, prepayments and other receivablesof $60,532.

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

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

TheCompany suffered from an accumulated deficit of $28,116,309 at September 30, 2021. The Company incurred net loss of $15,528,998 duringthe nine months ended September 30, 2021. These factors raise substantial doubt about the Company’s ability to continue as a goingconcern for a period of twelve months from the date of issuance of this financial statement, without additional debt or equity financing.The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders. Managementbelieves the Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company willbe successful in securing sufficient funds to sustain the operations.

Theregistration statement for the Company’s initial public offering became effective on November 8, 2021. On November 8, 2021, theCompany entered into an underwriting agreement with Maxim Group LLC, related to the offering of 2,888,889 shares of the Company’scommon stock (the “Firm Share”), at a public offering price of $9.00 per share. Under the terms of the Underwriting Agreement,the Company has granted the Underwriters an option, exercisable for 45 days, to purchase an additional 236,111 shares of common stock(the “Option Shares”) to cover over-allotments. The Company has raised funding from initial public offering and Option sharesof $26,000,001 and 2,124,999. In addition, the Company has raised $8,019,461, net of issuance cost in the form of equity subsequent toissuance of the audit report on the Company’s December 31, 2020 financial statements respectively in the form of equity subsequentto issuance of the audit report on the Company’s December 31, 2020 financial statements and based upon the capital raised, theCompany believes it has sufficient liquidity to meet its working capital requirements for the next 12 months. As a result the Companyhas mitigated any doubts about its ability to continue as a going concern

Theseconsolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classificationof assets and liabilities that may result in the Company not being able to continue as a going concern.

NetCash Used In Operating Activities.

Forthe nine months ended September 30, 2021, net cash used in operating activities was $2,639,775, which consisted primarily of a net lossof $15,528,998, offset by increase in stock based compensation for services of $10,071,830, increase in accounts receivables of $85,906,increase in deposits, prepayments and other receivables of $9,091, increase in contract liabilities $16,936, increase in accounts payablesof $50,424, decrease in accrued liabilities and other payable of $474,932, increase in advance to related parties of $127,500, decreasein operating lease liabilities of $29,064, increase in depreciation and amortization of $2,406,648, increase in impairment loss of $200,000,increase in loss on settlement of litigation of 550,000.

Forthe nine months ended September 30, 2020, net cash used in operating activities was $970,647, which consisted primarily of net loss of$2,522,111, offset by increase in impairment loss of $8,778, increase in account receivable of $19,900, increase in inventories of $7,212,increase in deposits, prepayment and other receivables of $7005, increase in contract liabilities of $8,275, increase in accounts payableof $61, decrease in accrued liabilities and other payables of $37,960 and decrease in advance to related parties of $76,278. 

Weexpect 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.

NetCash (Used In) Investing Activities.

Forthe nine months ended September 30, 2021, there is net cash of 200,000 being deposit paid for Leflair asset acquisition investing activities.

Forthe nine months ended September 30, 2020, there is no net cash impact on investing activities

NetCash Provided By Financing Activities.

Forthe nine months ended September 30, 2021, net cash provided by financing activities was $8,109,461, consisting primarily of funds raisedfrom shareholders for Series C, Series C1 and warrant exercised.

Forthe nine months ended September 30, 2020, net cash provided by financing activities was $708,960, consisting primarily of funds raisedfrom shareholders for Series C and warrant exercised.

CriticalAccounting Policies and Estimate

•Basis of presentation

Theaccompanying unaudited interim consolidated condensed financial statements of Society Pass Incorporated have been prepared in accordancewith accounting principles generally accepted in the United States of America (“GAAP”) for interim financial informationand with Article 8-03 of Regulation S-X. Accordingly, they do not include all the information and notes required by GAAP for completefinancial statements. In the opinion of management, all adjustments, consisting only of normal recurring accruals necessary for a fairstatement of financial position, results of operations and cash flows, have been included. The information included in this QuarterlyReport on Form 10-Q should be read in conjunction with the financial statements and the accompanying notes included in the Company’sregistration statement on Form S-1 for the year ended December 31, 2020. The year-end balance sheet data presented for comparative purposeswas derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for thethree and nine months ended September 30, 2021 are not necessarily indicative of the operating results for the year ending December 31,2021 or for any other subsequent interim period.

•Use of estimates and assumptions

Inpreparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assetsand 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 operationscould 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, businessacquisition allocation of purchase consideration, and deferred tax valuation allowance.

• Basis of consolidation

Thecondensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-companybalances and transactions within the Company have been eliminated upon consolidation. In addition, certain amounts in the prior periods’consolidated financial statements have been reclassified to conform to the current period presentation.

•Cash and cash equivalents

Cashand cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutionsand all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. As ofSeptember 30, 2021 and December 31, 2020, the cash and cash equivalent was amounted to $5,722,450 and $506,666, respectively.

TheCompany currently has bank deposits with financial institutions in the U.S. which does not exceed FDIC insurance limits. FDIC insuranceprovides protection for bank deposits up to $250,000, so there were uninsured balance of $4,895,306 and $208,635 in parent entity asof September 30, 2021 and December 31, 2020, respectively. In addition, the Company has uninsured bank deposits with a financial institutionoutside the U.S. All uninsured bank deposits are held at high quality credit institutions.

•Accounts receivable

Accountsreceivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30to 90 days from completion of service. Credit is extended based on evaluation of a customer's financial condition, the customer credit-worthinessand their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past duebalances over 90 days and over a specified amount are reviewed individually for collectibility. At the end of fiscal year, the Companyspecifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitorthe progress of the collection of accounts receivables. The Company considers the allowance for doubtful accounts for any estimated lossesresulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid accordingto payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a courtof law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential forrecovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of September30, 2021 and December 31, 2020, the allowance for doubtful accounts amounted to $0 and $0, respectively.

•Inventories

Inventoriesare stated at the lower of cost or net realizable value, cost being determined on a first-in-first-out method. Costs include hardwareequipment and peripheral costs which are purchased from the Company’s suppliers as merchanized goods. The Company provides inventoryallowances based on excess and obsolete inventories determined principally by customer demand. During the nine months ended September30, 2021 and 2020, the Company recorded an allowance for obsolete inventories of $0 and $0, respectively. During the three months endedSeptember 30, 2021 and 2020, the Company recorded an allowance for obsolete inventories of $0 and $0, respectively. The inventories wereamounted to $0 and $0 at September 30, 2021 and December 31, 2020, respectively.

• Property, plant and equipment

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

Expendituresfor repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciationare removed from the accounts and any resulting gain or loss is recognized in the results of operations.

• Impairment of long-lived assets

Inaccordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assetssuch as plant and equipment and intangible assets held and used by the Company are reviewed for impairment whenever events or changesin circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used isevaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generatedby the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carryingamounts of the assets exceed the fair value of the assets. There has been no impairment charge for the periods presented.

•Revenue recognition

TheCompany adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU2014-09”). Under ASU 2014-09, the Company applies the following five steps in order to determine the appropriate amount of revenueto be recognized as it fulfills its obligations under each of its agreements:

Therevenues are generated from a diversified a mix of marketplace activities and the services of the Company provide merchants to help themgrow their businesses. The revenue streams consist of Consumer Facing revenues and Merchant Facing revenues.

ConsumerFacing Business

TheCompany’s performance obligation includes providing connectivity between merchant and consumer, generally through an online orderingplatform. 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 platformallows delivering company to accept online delivery request and ship order from merchant to consumer.

TheCompany also has online lifestyle platform allow customers to purchase high-end brands of all categories: Under the Company’ssmart search engine, consumers search or review their favorite brands among hundreds of choices in Apparel, Bags & Shoes, Accessory,Health & Beauty, Home & Lifestyle, International, Women, Men and Kids &

Babiescategories. The platform also allow consumers order from hundreds of vendor choices with personalized promotions based on purchase historyand location. The platform has also partnered up with a Vietnam-based delivery company, Tikinow, to offer seamless delivery of productfrom merchant to consumer’s home or office at the touch of a button. Consumers place orders for delivery or pickup at the Company’slogistics center.

Revenuestreams for consumer facing business:

 F&Bsector

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

Duringthe period ended September 30, 2021 and 2020, the Company have not generated any revenue from this stream.

Lifestylesector

Duringthe nine months ended September 30, 2021 and 2020, the Company have generated $73,518 and $0, respectively revenue from this stream.During the three months ended September 30, 2021 and 2020, the Company have generated $73,518 and $0, respectively revenue from thisstream.

MerchantFacing Business

Revenuestreams for merchant facing business include:

Duringthe nine months ended September 30, 2021 and 2020, the Company have generated $26,970 and $37,752, respectively revenue from this stream.During the three months ended September 30, 2021 and 2020, the Company have generated $10,016 and $11,044, respectively revenue fromthis stream

HardwareProduct Revenues — the Company generally is involved with the sale of on-premise appliances and end-point devices. The single performanceobligation is to transfer the hardware product (which is to be installed with its licensed software integral to the functionality ofthe hardware product). The entire transaction price is allocated to the hardware product and is generally recognized as revenue at thetime of delivery because the customer obtains control of the product at that point in time. It is concluded that control generally transfersat 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.

TheCompany 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 customerand 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 specifiedin ASC 606-10 are present in the arrangement, revenue is recognized net of related direct costs.

SoftwareLicense Revenues — The Company’s performance obligation includes providing connectivity to software, generally through amonthly subscription, where the Company typically satisfies its performance obligations prior to the submission of invoices to the customerfor such services. The Company’s software sale arrangements grant customers the right to access and use the software products whichare to be installed with the relevant hardware for connectivity at the outset of an arrangement, and to be entitled to both technicalsupport and software upgrades and enhancements during the term of the agreement. The term of the subscription period is generally 12months, 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 isrecorded and amortized over the life of the contract. Payments are generally due 30 to 90 days after delivery of the software licenses.

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

Contractassets

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

Therewere no contract assets at September 30, 2021 and December 31, 2020.

Contractliabilities

Inaccordance with ASC 606-10-45-2, A contract liability is Company’s obligation to transfer goods or services to a customer whenthe customer prepays consideration or when the customer’s consideration is due for goods and services that the Companywill yet provide whichever happens earlier.

Contractliabilities represent amounts collected from, or invoiced to, customers in excess of revenues recognized, primarily from the billingof annual subscription agreements. The value of contract liabilities will increase or decrease based on the timing of invoices and recognitionof revenue. The Company’s contract liability balance was $35,582 and $18,646 as of September 30, 2021 and December 31, 2020, respectively.

Contractcosts

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

•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.

Nocontract costs are capitalized for the three and nine months ended September 30, 2021 and 2020.

•Software development costs

Inaccordance with the relevant FASB accounting guidance regarding the development of software to be sold, leased, or marketed, the Companyexpenses such costs as they are incurred until technological feasibility has been established, at and after which time these costs arecapitalized until the product is available for general release to customers. Once the technological feasibility is established per ASC985-20, the Company capitalizes costs associated with the acquisition or development of major software for internal and external usein the balance sheet. Costs incurred to enhance the Company’s software products, after general market release of the services usingthe products, is expensed in the period they are incurred. The Company only capitalizes subsequent additions, modifications or upgradesto 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.

Researchand development expenditures in the development of its own software are charged to operations as incurred. Based on the software developmentprocess, technological feasibility is established upon completion of a working model, which also requires certification and extensivetesting. Costs incurred by the Company between completion of the working model and the point at which the product is ready for generalrelease are immaterial. For the nine months ended September 30, 2021 and 2020, the software development costs were $76,698 and $139,151,respectively. For three months ended September 30, 2021 and 2020, the software development costs were $9,709 and $33,658, respectively.

•Product warranties

TheCompany’s provision for estimated future warranty costs is based upon historical relationship of warranty claims to sales. Basedupon historical sales trends and warranties provided by the Company’s suppliers, the Company has concluded that no warranty liabilityis required as of June 30, 2021 and 2020. To date, product allowance and returns have been minimal and, based on its experience, theCompany believes that returns of its products will continue to be minimal.

•Shipping and handling costs

Noshipping and handling costs are associated with the distribution of the products to the customers which are borne by the Company’ssuppliers or distributors.

•Sales and marketing

Salesand marketing expenses include payroll, employee benefits and other headcount-related expenses associated with sales and marketing personnel,and the costs of advertising, promotions, seminars, and other programs. Advertising costs are expensed as incurred. Advertising expensewas $85,027 and $3,125 for the nine months ended September 30, 2021 and 2020, respectively. For three months ended September 30, 2021and 2020, the Advertising expense were $42,843 and $0, respectively.

•Income tax

TheCompany adopted the ASC 740 Income Tax provisions of paragraph 740-10-25-13, which addresses the determination of whether taxbenefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. Under paragraph740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the taxposition will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefitsrecognized in the consolidated financial statements from such a position should be measured based on the largest benefit that has a greaterthan 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 Companyhad no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

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

TheCompany and its wholly-owned foreign subsidiary, is subject to income taxes in the jurisdictions in which it operates. Significant judgmentis required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinarycourse of business for which the ultimate tax determination is uncertain. The company recognizes liabilities for anticipated tax auditissues based on the Company’s current understanding of the tax law. Where the final tax outcome of these matters is different fromthe carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determinationis made.

•Uncertain tax positions

TheCompany did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC740 provisions of Section 740-10-25 for the three and nine months ended September 30, 2021 and 2020.

•Foreign currencies translation and transactions

Thereporting currency of the Company is United States Dollar ("US$") and the accompanying consolidated financial statements havebeen expressed in US$. In addition, the Company’s subsidiary is operating in the Republic of Vietnam and India and maintains itsbooks and record in its local currency, Vietnam Dong (“VND”) and Indian Rupee (“INR), respectively, which are the functionalcurrency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidationpurposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance withASC 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. Thegains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulatedother comprehensive income within the statements of changes in shareholder’s equity.

Translationof amounts from SGD$ into US$ has been made at the following exchange rates for the three and nine months ended September 30, 2021 and2020:

Translationof amounts from VND into US$ has been made at the following exchange rates for the three and nine months ended September 30, 2021 and2020:

Translationof amounts from INR into US$ has been made at the following exchange rates for the three and nine months ended September 30, 2021 and2020:

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

ForeignExchange Loss (Gain). We recorded a foreign exchange gain of $8,859 for the three months ended September 30, 2021 as compared to a gainof $51,183 for the same period in 2020. Foreign exchange gains and losses are primarily unrealized (non-cash) in nature and results fromthe re-measuring of specific transactions and monetary accounts in a currency other than the functional currency. For example, a U.S.Dollar transaction which occurs in Singapore is re-measured at the period-end to Singapore dollar amount if it has not been settled previously.The foreign exchange loss or gain for the three months ended September 30, 2021 was due to an increase in the value of the SingaporeDollar compared to the U.S. Dollar. From September 30, 2020 to September 30, 2021, the Singapore dollar to the U.S. Dollar increased0.56%. At September 30, 2021, the exchange rate was 0.73534 as compared to 0.73118 at September 30, 2020. In addition, a U.S. Dollartransaction which occurs in India is re-measured at the period-end to India dollar amount if it has not been settled previously. Theforeign exchange loss for the three months ended September 30, 2021 was due to an increase in the value of the India Dollar comparedto the U.S. Dollar. From September 30, 2020 to September 30, 2021, the India dollar to the U.S. Dollar increased 0.79%. At September30, 2021, the exchange rate was 0.013463 as compared to 0.013570 at September 30, 2020. A U.S. Dollar transaction which occurs in Vietnamis re-measured at the period-end to Vietnamese dollar amount if it has not been settled previously. The foreign exchange gain for thethree months ended September 30, 2021 was due to an increase in the value of the Vietnamese Dollar compared to the U.S. Dollar. FromSeptember 30, 2020 to September 30, 2021, the Vietnamese dollar to the U.S. Dollar increased 2.32%. At September 30, 2021, the exchangerate was 0.000044 as compared to 0.000043 at September 30, 2020.

•Comprehensive income

ASC220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its componentsand accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulatedother comprehensive income, as presented in the accompanying consolidated statements of changes in shareholders’ equity, consistsof changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computationof income tax expense or benefit.

•Leases

TheCompany adopted ASC 842, Leases (“ASC 842”) to determines if an arrangement is a lease at inception. Operating leasesare included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets.Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in the condensed consolidatedbalance sheets. 

ROUassets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligationto make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based onthe present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Companygenerally use the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar termof 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 thatoption. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Inaccordance 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 andnon-lease components.

•Related parties

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

Pursuantto section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equitysecurities 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-sharingtrusts 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 policiesof the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; andg) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownershipinterest 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.

Thecondensed consolidated financial statements shall include disclosures of material related party transactions, other than compensationarrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions thatare eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosuresshall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to whichno amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other informationdeemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactionsfor each of the periods for which income statements are presented and the effects of any change in the method of establishing the termsfrom that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presentedand, if not otherwise apparent, the terms and manner of settlement.

•Commitments and contingencies

TheCompany follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the datethe financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more futureevents occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exerciseof judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claimsthat may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as wellas the perceived merits of the amount of relief sought or expected to be sought therein.

Ifthe assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liabilitycan be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessmentindicates 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 bedisclosed.

Losscontingencies 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 onthe Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will notmaterially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

•Fair value of financial instruments

TheCompany follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financialinstruments 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 establishesa 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 AccountingStandards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair valueinto three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets foridentical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy definedby paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:

Level1   Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level2   Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observableas of the reporting date.

Level3   Pricing inputs that are generally observable inputs and not corroborated by market data.