BUSINESS COMBINATION | NOTE- 6 BUSINESS COMBINATION The Company has accounted for all of its business acquisitions in accordance with the requirements of ASC 805, Business Combinations (“ASC 805"). Assets acquired and liabilities assumed in business combinations were recorded on the Condensed as of Consolidated Balance Sheets as of the respective acquisition dates based upon their estimated fair values at such dates. The results of operations of businesses acquired by the Company have been included in the Consolidated Statements of Operations and Other Comprehensive Loss since their respective dates of acquisition. The excess of the purchase price over the fair values of the underlying assets acquired and liabilities assumed was allocated to goodwill. In certain circumstances, the allocation of the purchase price is based upon preliminary estimates and assumptions. Any revision to the fair values during the measurement period (no longer than one-year after the acquisition date) will be recorded by the Company as further adjustments to the purchase price allocations. The Company allocates the purchase price consideration based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed, and intangible assets identified as of the acquisition date and generally engages an independent valuation analyst to assist the Company in preparing its preliminary and final determinations of fair value. Acquisition-related costs incurred for all acquisitions are expensed as incurred and recorded in general and administrative expense. Acquisition of New Retail Experience Incorporated On February 14, 2022, the Company completed the acquisition of a 100 994,555 226,629 800,000 200,000 Schedule of Acquisition of assets and liability Purchase price allocation: Fair value of stock at closing $ 800,000 Cash paid 200,000 Less cash received (5,445 ) Purchase price $ 994,555 The transaction was accounted for using the acquisition method. Accordingly, goodwill has been measured as the excess of the total consideration over the amounts assigned to the identifiable assets acquired and liabilities assumed based on our preliminary estimated fair values. The Company has allocated the purchase price consideration based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed, and intangible assets identified as of the acquisition date and considered a number of factors including valuations from management estimation. Acquisition-related costs incurred for the acquisitions are not material and have been expensed as incurred in general and administrative expense. The Company worked with an independent valuation firm to finalize the fair value of these identifiable assets and net liabilities assumed and reallocated the purchase price of the acquisition based on the results of the independent evaluation since they are materially different from the allocations as recorded on February 14, 2022. The fair value of assets acquired, and liabilities assumed in were as follows and the purchase price allocation resulted in $ 779,000 Schedule of Acquisition of assets and liability Acquired assets: Trade receivables $ 4,728 Other receivables 9,603 Property and equipment 204 Total acquired assets 14,535 Less: Assumed liabilities Trade payables 2,804 Accrued liabilities and other payable 279 Deferred tax liabilities 69,000 Total Assumed liabilities 72,083 Foreign exchange difference 2,897 Fair value of net liabilities assumed (60,445 ) Fair value of identifiable assets 276,000 Goodwill recorded 779,000 Cash consideration allocated $ 994,555 Goodwill is not expected to be deductible for tax purposes. The Company recognized a goodwill impairment of $ 779,000 Goodwill – Intangibles and Other The following unaudited pro forma information presents the combined results of operations as if the acquisitions had been completed on January 1, 2022 and 2021. Schedule of net loss per share Years ended December 31, 2022 2021 Revenue $ 3,130,055 $ 172,753 Net loss $ (24,264,245 ) $ (15,550,759 ) Net loss per share $ (0.93 ) $ (1.60 ) (i) Acquisition of Dream Space: The total consideration of the acquisition is cash consideration VND 2,300,000 104 Schedule of Acquisition of assets and liability Purchase price allocation: Cash paid $ 104 Less cash received — Purchase price $ 104 Accordingly, goodwill has been measured as the excess of the total consideration over the amounts assigned to the identifiable assets acquired and liabilities assumed based on their preliminary estimated fair values. The purchase price allocation resulted in $ 1,307 Schedule of Acquisition of assets and liability Acquired assets: Trade receivables $ 1,168 Other receivables 5 Cash 1,429 Total acquired assets 2,602 Less: Assumed liabilities Trade payables 1,228 Accrued liabilities and other payable 2,577 Total Assumed liabilities 3,805 Fair value of net liabilities assumed (1,203 ) Goodwill recorded 1,307 Cash consideration allocated $ 104 Under the acquisition method of accounting, the total acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. The fair value measurements utilize estimates based on key assumptions of the Acquisition, and historical and current market data. The preliminary allocation of the purchase price is based on the best information available and is pending, among other things: (i) the finalization of the valuation of the fair values and useful lives of tangible assets acquired; (ii) the finalization of the valuations and useful lives for the intangible assets acquired; (iii) finalization of the valuation of accounts payable and accrued expenses; and (iv) finalization of the fair value of non-cash consideration. The Acquisition was accounted for as a business combination in accordance with ASC 805 “Business Combinations”. The Company has allocated the purchase price consideration based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed and intangible assets identified as of the acquisition date and considered a number of factors including valuations from management estimation. Acquisition-related costs incurred for the acquisitions are not material and have been expensed as incurred in general and administrative expense. During the measurement period (which is the period required to obtain all necessary information that existed at the acquisition date, or to conclude that such information is unavailable, not to exceed one year), additional assets or liabilities may be recognized, or there could be changes to the amounts of assets or liabilities previously recognized on a preliminary basis, if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of these assets or liabilities as of that date. No additional assets or liabilities were recognized during the measurement period, or the changes to the amounts of assets or liabilities previously recognized. The following unaudited pro forma information presents the combined results of operations as if the acquisitions had been completed on January 1, 2022 and 2021. Schedule of net loss per share Years ended December 31, 2022 2021 Revenue $ 2,907,816 $ 117,317 Net loss $ (24,263,564 ) $ (15,528,953 ) Net loss per share $ (0.93 ) $ (1.60 ) (ii) Acquisition of Gorilla: On May 31, 2022, the Company (“Buyer”) entered into a Stock Purchase Agreement with Gorilla Networks Pte Ltd. (“Gorilla”) for the acquisition of 100% of the equity interests in Gorilla for an aggregate purchase price equal to (i) the number of the Buyer’s shares of restricted common stock equal to the quotient of $150,000 divided by the closing price of the Buyer’s common stock on the Nasdaq Capital Market on the day immediately before the Closing Date (“Closing Price”) issued on the Closing Date (“First Tranche”) and (ii) the number of the Buyer’s shares of restricted common stock equal to the quotient of $1,000,000 (less the amount of the First Tranche and the amount of the Assumed Liabilities) divided by the Closing Price issued on the six month anniversary of the Closing Date (“Second Tranche”). The purchase price totaled approximately $ 268,873 731,127 Schedule of Acquisition of assets and liability Purchase price consisted of the following: Fair value of stock at closing $ 268,873 Less: cash received (25,583 ) Purchase price $ 243,290 The Company accounts for business combinations using the acquisition method and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, the presentation of the assets acquired, historical financial statements under Rule 3-05 and related pro forma information under Article 8 of Regulation S-X, respectively, are not required to be presented. The transaction was accounted for using the acquisition method. Accordingly, goodwill has been measured as the excess of the total consideration over the amounts assigned to the identifiable assets acquired and liabilities assumed based on their preliminary estimated fair values. The Company worked with an independent valuation firm to finalize the fair value of these identifiable assets and net liabilities assumed and reallocated the purchase price of the acquisition based on the results of the independent evaluation since they are materially different from the allocations as recorded on May 31, 2022. The fair value of assets acquired, and liabilities assumed in were as follows and the purchase price allocation resulted in $ 107,761 Schedule of Acquisition of assets and liability Acquired assets: Inventories $ 4,348 Trade receivables 3,273 Other receivables 58,029 Property and equipment 8,876 Intangible asset 792,130 Total acquired assets 866,656 Less: Assumed liabilities Trade payables 534,907 Accrued liabilities and other payable 121,450 Amount due to related parties 73 Amount due to shareholder 74,697 Total acquired Liabilities 731,127 Fair value of net assets assumed 135,529 Goodwill recorded 107,761 Net consideration allocated, net $ 243,290 Under the acquisition method of accounting, the total acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. The fair value measurements utilize estimates based on key assumptions of the Acquisition, and historical and current market data. The preliminary allocation of the purchase price is based on the best information available and is pending, amongst other things: (i) the finalization of the valuation of the fair values and useful lives of tangible assets acquired; (ii) the finalization of the valuations and useful lives for the intangible assets acquired; (iii) finalization of the valuation of accounts payable and accrued expenses; and (iv) finalization of the fair value of non-cash consideration. The Acquisition was accounted for as a business combination in accordance with ASC 805 “Business Combinations”. The Company has allocated the purchase price consideration based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed and intangible assets identified as of the acquisition date and considered a number of factors including valuations from management estimation. Acquisition-related costs incurred for the acquisitions are not material and have been expensed as incurred in general and administrative expense. During the measurement period (which is the period required to obtain all necessary information that existed at the acquisition date, or to conclude that such information is unavailable, not to exceed one year), additional assets or liabilities may be recognized, or there could be changes to the amounts of assets or liabilities previously recognized on a preliminary basis, if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of these assets or liabilities as of that date. Goodwill is not expected to be deductible for tax purposes. The Company recognized a goodwill impairment of $ 107,761 Goodwill – Intangibles and Other The following unaudited pro forma information presents the combined results of operations as if the acquisitions had been completed on January 1, 2022 and 2021. Schedule of net loss per share Years ended December 31, 2022 2021 Revenue $ 3,035,843 $ 100,823 Net loss $ (27,178,107 ) $ (15,551,764 ) Net loss per share $ (1.04 ) $ (1.60 ) (iii) Acquisition of TMG: On July 7, 2022 (the “Closing Date”), Society Pass Incorporated (the “Company”), through its wholly-owned subsidiary, Thoughtful Media Group Incorporated, a Nevada corporation (the “Buyer”), acquired from AdActive Media Group, Inc., a Delaware corporation (the “Seller”), (i) all the outstanding capital stock of AdActive Media CA, Inc., a California corporation (the “CA Sub”), and (ii) 99.75 Pursuant to a certain Stock Purchase Agreement, among the Company, Buyer and Seller (the “Stock Purchase Agreement”), the consideration paid to the Seller by the Company and the Buyer included: 1. 609,327 1.3 2. a warrant, expiring one year after the Closing Date on July 7, 2023 203,109 2.1335 3. assumption of liabilities up to $ 700,000 300,000 Separately, and not part of the consideration paid to the Seller, the Company entered into Consulting Agreements with corporations controlled by two of the Seller’s officers pursuant to which the two officers will continue as the Buyer’s executive officers through December 31, 2022. The Company accounted for the transaction as an acquisition of a business, on July 7, 2022, pursuant to ASC 805, “Business Combinations” (“ASC 805"). Schedule of Acquisition of assets and liability Purchase price consisted of the following: Fair value of stock at closing $ 2,102,389 Less: cash received (29,877 ) Purchase price $ 2,072,512 The Company accounts for business combinations using the acquisition method and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, the presentation of the assets acquired, historical financial statements under Rule 3-05 and related pro forma information under Article 8 of Regulation S-X, respectively, are not required to be presented. The transaction was accounted for using the acquisition method. Accordingly, goodwill has been measured as the excess of the total consideration over the amounts assigned to the identifiable assets acquired and liabilities assumed based on their preliminary estimated fair values. The Company worked with an independent valuation firm to finalize the fair value of these identifiable assets and net liabilities assumed and reallocated the purchase price of the acquisition based on the results of the independent evaluation since they are materially different from the allocations as recorded on July 7, 2022. The fair value of assets acquired, and liabilities assumed in were as follows and the purchase price allocation resulted in $ 118,631 Schedule of Acquisition of assets and liability Acquired assets: Trade receivables $ 416,061 Deposit and prepayment 92,556 Property and equipment 2,697 Identifiable intangible assets 1,659,000 Other receivable 700,000 Right of use assets 30,370 Cash 29,877 Total acquired assets 2,930,561 Less: Assumed liabilities Trade payables 483,424 Accrued liabilities and other payable 141,540 Amount due to related parties 160,050 Loan 160,941 Lease liabilities 30,725 Total acquired Liabilities 976,680 Fair value of net assets assumed 1,953,881 Goodwill recorded 118,631 Cash consideration allocated, net $ 2,072,512 Under the acquisition method of accounting, the total acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. The fair value measurements utilize estimates based on key assumptions of the Acquisition, and historical and current market data. The preliminary allocation of the purchase price is based on the best information available and is pending, amongst other things: (i) the finalization of the valuation of the fair values and useful lives of tangible assets acquired; (ii) the finalization of the valuations and useful lives for the intangible assets acquired; (iii) finalization of the valuation of accounts payable and accrued expenses; and (iv) finalization of the fair value of non-cash consideration. The Acquisition was accounted for as a business combination in accordance with ASC 805 “Business Combinations”. The Company has allocated the purchase price consideration based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed and intangible assets identified as of the acquisition date and considered a number of factors including valuations from management estimation. Acquisition-related costs incurred for the acquisitions are not material and have been expensed as incurred in general and administrative expense. During the measurement period (which is the period required to obtain all necessary information that existed at the acquisition date, or to conclude that such information is unavailable, not to exceed one year), additional assets or liabilities may be recognized, or there could be changes to the amounts of assets or liabilities previously recognized on a preliminary basis, if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of these assets or liabilities as of that date. Goodwill is not expected to be deductible for tax purposes. The Company recognized a goodwill impairment of $ 118,631 Goodwill – Intangibles and Other The following unaudited pro forma information presents the combined results of operations as if the acquisitions had been completed on January 1, 2022 and 2021. Schedule of net loss per share Years ended December 31, 2022 2021 Revenue $ 5,933,816 $ 862,191 Net loss $ (24,317,563 ) $ (15,787,338 ) Net loss per share $ (0.93 ) $ (1.62 ) (iv) Acquisition of Nusatrip: On August 15, 2022, the Company (“Buyer”) entered into Stock Purchase Agreement with Nusatrip International Pte Ltd. (“NINT”) for the acquisition of 75 On the same day, the Company and SOPA Technology Pte Ltd (SOPA SG) acquired 99.96 0.04 Pursuant to the Stock Purchase Agreement (the “SPA”), the Company and SOPA SG agreed to purchase the shares, business and assets of PTTSM for an aggregate purchase price equal to $ 620,000 Schedule of Acquisition of assets and liability Purchase price consisted of the following: Fair value of stock at closing $ 2,194,456 Less: cash received (1,574,456 ) Purchase price $ 620,000 The Company accounts for business combinations using the acquisition method and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, the presentation of the assets acquired, historical financial statements under Rule 3-05 and related pro forma information under Article 8 of Regulation S-X, respectively, are not required to be presented. The transaction was accounted for using the acquisition method. Accordingly, goodwill has been measured as the excess of the total consideration over the amounts assigned to the identifiable assets acquired and liabilities assumed based on their preliminary estimated fair values. The Company worked with an independent valuation firm to finalize the fair value of these identifiable assets and net liabilities assumed and reallocated the purchase price of the acquisition based on the results of the independent evaluation since they are materially different from the allocations as recorded on August 15, 2022. The fair value of assets acquired, and liabilities assumed in were as follows and the purchase price allocation resulted in $ 2,494,489 Schedule of Acquisition of assets and liability Acquired assets: Trade receivables $ 643,627 Other receivables 1,272,617 Property and equipment 172,024 Identifiable intangible assets 3,306,654 Amount due from related parties 941,915 Amount due from shareholder 17,742 Cash 1,574,456 Total acquired assets 7,929,035 Less: Assumed liabilities Trade payables 875,744 Accrued liabilities and other payable 6,828,185 Contract liabilities 450,000 Amount due to related parties 1,649,514 Amount due to shareholder 81 Total acquired Liabilities 9,803,524 Fair value of net assets assumed (1,874,489 ) Goodwill recorded 2,494,489 Cash consideration allocated, net $ 620,000 Under the acquisition method of accounting, the total acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. The fair value measurements utilize estimates based on key assumptions of the Acquisition, and historical and current market data. The preliminary allocation of the purchase price is based on the best information available and is pending, amongst other things: (i) the finalization of the valuation of the fair values and useful lives of tangible assets acquired; (ii) the finalization of the valuations and useful lives for the intangible assets acquired; (iii) finalization of the valuation of accounts payable and accrued expenses; and (iv) finalization of the fair value of non-cash consideration. The Acquisition was accounted for as a business combination in accordance with ASC 805 “Business Combinations”. The Company has allocated the purchase price consideration based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed and intangible assets identified as of the acquisition date and considered a number of factors including valuations from management estimation. Acquisition-related costs incurred for the acquisitions are not material and have been expensed as incurred in general and administrative expense. During the measurement period (which is the period required to obtain all necessary information that existed at the acquisition date, or to conclude that such information is unavailable, not to exceed one year), additional assets or liabilities may be recognized, or there could be changes to the amounts of assets or liabilities previously recognized on a preliminary basis, if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of these assets or liabilities as of that date. The following unaudited pro forma information presents the combined results of operations as if the acquisitions had been completed on January 1, 2022 and 2021. Goodwill is not expected to be deductible for tax purposes. The Company recognized a goodwill impairment of $2,494,489 during the year ended December 31, 2022, because there were insufficient projected cash flows subsequent to the acquisition date. In accordance with ASC 350, Goodwill – Intangibles and Other Schedule of net loss per share Years ended December 31, 2022 2021 Revenue $ 3,141,713 $ 781,999 Net loss $ (24,732,797 ) $ (17,556,074 ) Net loss per share $ (0.95 ) $ (1.81 ) |