SOPAQ 10-K & 10-Q changes, risk factors and insider trading

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

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

On May 25, 2023, we received a letter (the “Nasdaq Staff Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the last thirty (30) consecutive business days, the bid price for for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listinglisting. InOn accordanceMay with15, 2024, Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days to regain compliance. The letter states that the Nasdaq staff will provide written notificationconfirmed that the Company hashad achievedregained compliance with Rule 5550(a)(2) if the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of ten (10) consecutive business days. The Nasdaq Staff Letter has no immediate effect on the listing or trading of the Company’s common stock.price.

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

OperatingWe in SEA, we are focused onoperate certain operatingverticals in verticalsSEA: loyalty, lifestyle, telecommunications, digital media, and travel.travel Weas scaledwe backtry ourto operations increate the foodnext generation digital ecosystem and loyalty beverage delivery market in 2023.platform.

Revenue. For the years ended December 31, 31, 20232024 and 2022,2023, we generated revenue of $8,171,635$7,105,530 and $5,635,553$8,171,635 respectively. The revenue increasedecreased $1,066,105 mainly from the sales of digital marketing and online ticketing and reservation.reservation of $721,783 and online ordering of $477,316.

Revenue by business segment. For the years ended December 31, 20232024 and 2022,2023, digital marketing generated revenue of $5,966,611$6,173,970 and $2,593,674$5,966,611 respectively, online ticketing and reservations generate revenue of $1,606,800$885,017 and $724,991$1,606,800 respectively, online ordering including e-commerce and online F&B and groceries delivery generated revenue of $512,124$34,808 and $2,269,190$512,124 respectively, software subscription including POS Merchant and online hotel service software generated revenue of $62,082$6,837 and $23,801$62,082 respectively, and telecommunication reseller generated revenue of $24,018$4,898 and $23,747$24,018 respectively. Digital marketing and online ticketing and reservations increased as results coveredof onlybusiness sixexpansion. monthsOnline ticketing and seven months respectively in year 2022. Onlinereservation, ordering including e-commerce and online F&B and groceries delivery decreased as a result of stronger competition from from big market players and mature of direct online platform from various sellers.

Revenue by geographic segment. From the year ended December 31, 20222023 to December 31, 2023,2024, United States revenue increaseddecreased from $2,310,933 $3,936,733 to $3,936,733$3,506,052 and Thailand revenue increased from $225,172$1,083,080 to $1,083,080$1,463,055 both arise from digital marketing segment. Indonesia revenue increased decreased from $443,147$1,235,834 to $1,235,834 arise$892,210 from online ticketing and reservation business segment. Vietnam revenue decreased from $2,186,007 $1,256,972 to $1,256,972$634,190 mainly due to revenue decrease decreased in e-Commerce online ordering business segment. The rest of other geographic segment in the Philippines, Singapore and Malaysia has remained consistent.

For the years ended December 31, 20232024 and 2022,2023, the followingcustomers customerwho exceededaccounted for 10% or more of the Company’s revenues and its outstanding receivable balances at year-end dates, are presented as follows:

Cost of Revenue. For the years ended December 31, 20232024 and 2022,2023, we incurred cost of revenue of $5,701,645$5,242,216 and $4,668,580$5,701,645 respectively. The increasemovement in cost of revenue was in line with increasethe decrease in each revenue, and with better performance in digital marketing, averaging the lower increase in overall cost of revenue.

For the yearyears ended December 31, 2024 and 2023, the following vendorvendors exceededwho accounts for 10% or more of the Company’s cost of revenue.sales and its outstanding payable balance as at year-end date, are presented as follows:

Gross Income. For the years ended December 31, 20232024 and 2022,2023, we recorded a gross income of $2,469,990$1,862,914 and $966,973,$2,469,990 , respectively. The increasedecrease is due to increaseddecreased revenue from digital marketing and online ticketing and hotel reservation business whereas the cost of revenue in digital marketing increment lower in percentage than revenue.business.

Software Development Cost (“SDC”). For the years ended December 31, 20232024 and 2022,2023, we incurred SDC expenses of $55,645$54,644 and $72,999,$55,645, respectively.respectively, Theremained decrease in SDC in 2023 is primarily attributable to the restructuring of our technology development team.consistent.

General and Administrative Expenses (“G&A”). For the years ended December 31, 20232024 and 2022,2023, we incurred G&A expenses of $19,796,832$10,788,141 and $30,552,365,$19,796,832, respectively. The decrease in G&A is primarily attributable to the decrease in professional costs associated with costs related to business acquisitions, stock-based compensation for services, and D&O insurance costs and staff costs.

IncomeOther Tax(income) Expense.expense. OurNet incometotal taxother expenses expenses for the years ended December 31, 20232024 and 20222023 was $25,315$835,426 and $3,631,$113,185, respectively. The increase was mainly attributed from provision for loss on litigation settlement of $818,352.

Net Loss. As a result of the items noted above, for the year ended December 31, 2023,2024, we incurred a net loss of $18,098,918,$10,237,297, as compared to $34,015,022$18,098,918 for the year ended December 31, 2022.2023. The net loss decreaseddecreases primarily attributable to improvement in gross profit and decrease in general and administrative expenses.

As of December 31, 2023,2024, we had cash and cash equivalents of $3,628,670,$7,630,079, accounts receivable of $1,338,170,$1,111,161, deposits, prepayments and other receivables of $2,207,774$5,189,850, and inventories of $431,483,$157,734 and contract assets of $247,368.$333,188.

As of December 31, 2022,2023, we had cash and cash equivalents of $18,930,986,$3,628,670, accounts receivable of $951,325,$1,338,170, deposits, prepayments and other receivables of $2,711,042$2,207,774, and inventories of $310,932.$431,483 and contract assets of $247,368.

Net Cash Generated By (Used in) Operating Activities

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

Net Cash (Used In) Provided by Investing Activities

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

Net Cash Provided by (Used In) Provided by Financing Activities

On MayDecember 25,6, 2023,2024, we received a letter (the “December “2024 Nasdaq Staff Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the last thirty (30) consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listinglisting. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days to regain compliance. TheSince letterthen, statesthe staff of Nasdaq has determined that for the Nasdaqlast staffeleven willconsecutive business providedays, writtenfrom notificationJanuary that31 through February 14, 2025, the closing bid price for the Company’s common stock has been at $1.00 per share or greater. Accordingly, the Company has achievedregained compliance with Listing Rule 5550(a)(2) if the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of ten (10) consecutive business days. The Nasdaq Staff Letter has no immediate effect on the listing or trading of the Company’s common stock..

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

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

In accordance with the provisions of ASC Topic Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as plant and equipment and intangible intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. ThereImpairment hasloss of intangible assets of $135,000 and $276,000 have been no impairment charge recognized for the years presented.ended December 31, 2024 and 2023, respectively.

Grocery and food delivery consists of online grocery under brand name “Pushkart” and food delivery service under brand name “Handycart” and “Mangan” as follows:

The Company’s revenues are substantially reported on a net basis as the travel supplier is primarily responsible for providing the underlying travel services and the Company does not control the service provided by the travel supplier to the traveler. Revenue from air ticketing services, air ticket commission, hotel reservation and ancillary services including insurance commissions and refund margin are substantially recognized at a point of time when the performance obligations that are satisfied. These revenues cover B2B and B2C sales channel segments.

The following discussion should be read in conjunction with the financial information included elsewhere in this Quarterly Report on Form 10-Q (this “Report”), including our unaudited condensed consolidated financial statements and the related notes and with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on April 16, 2025, Quarterly Report on Form 10-Q for the three months ended March 31, 2025, as filed with the SEC on May 20, 2025, Quarterly Report on Form 10-Q for the three months ended June 30, 2025, as filed with the SEC on August 13, 2025 and other reports that we file with the SEC from time to time.

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

The following table sets forth certain operational data for the three and nine months ended JuneSeptember 30, 2025 and 2024:

Revenue. We generated revenues of $2,501,494$1,380,382 and $1,710,510$1,675,894 during the three months ended JuneSeptember 30, 2025 and 2024, respectively. We generated revenues revenues of $3,974,998$5,355,380 and $3,557,589$5,233,483 during the sixnine months ended JuneSeptember 30, 2025 and 2024, respectively. The decrease in revenue for the three months periods was mainly due to the decrease in revenue of MCN and premium business under digital marketing segment. The increase in revenue for the three and sixnine months periods was mainly from the sales from the digital marketing andrevenue from online ticketing and reservations business.

Revenue by business segment. For the sixnine months ended JuneSeptember 30, 2025 and 2024, digital marketing generated revenue of $3,248,126$4,049,548 and $4,542,073 $3,080,593 respectively, online ticketing and reservations generate revenue of $719,096$1,287,769 and $441,607$650,480 respectively, online ordering including e-commerce generated revenue of $7,379$17,591 and $24,429$29,360 respectively, software subscription from online hotel service software generated revenue of $0 and $6,217$6,721 respectively, and telecommunication reseller generated revenue of $397$472 and $4,743$4,849 respectively. Digital marketing increased decreased as a result of newdrop contractsin awarded.MCN viewer revenue and drop in awarded premium contracts. Online ticketing and reservations increased as results of business partnering with more vendors to secured more competitive price for sales. E-commerce and telecommunication reseller business drop as business downsizing.

Revenue by geographic segment. For the sixnine months ended JuneSeptember 30, 2025 and 2024, United States revenue decreased from $1,869,480$2,679,269 to $1,284,480 $1,072,270 under digital marketing MCN business which temporary affected by customer content restriction. Thailand revenue increased from $484,215 to $792,818 and Philippines revenue increased from $102,601 to $390,586, both from digital marketing segment. Indonesia revenue decreased from $529,612 to $403,060 and Vietnam revenue decreased from $486,571 $557,402 to $163,652$41,703 mainly due to lesser project awarded under digital marketing premium business and partially from reduce in online ticketing and reservation business B2C volume.business. Singapore revenue increased from $84,719$140,216 to $1,152,486 $1,753,635 from both digital marketing and online ticketing and reservation business segment. Philippines revenue increased from $197,500 to $651,805 with more awarded premium project from digital marketing segment. Thailand and Indonesia revenue remained stable, from $961,356 to $1,008,364 and $697,337 to $615,265, respectively.

Top Customers Revenue for the three and sixnine months ended JuneSeptember 30, 2025 and 2024

For the three and sixnine months period ended JuneSeptember 30, 2025 and 2024, the customers who accounted for 10% or more of the Company’s revenues revenues and its outstanding receivable balances at year-endperiod-end dates, are presented as follows:

Cost of Revenue. Cost of revenue was $1,088,436$493,042 and $1,246,205$1,310,248 for three months ended JuneSeptember 30, 2025, and 2024, respectively. During the the period of sixnine months ended JuneSeptember 30, 2025 and 2024, the incurred cost of revenue was $2,096,313$2,589,355 and $2,600,635,$3,910,883, respectively. Cost of revenue decrease due to higher margin revenue from digital marketing business.

Top Vendors Cost of Revenue for the three and sixnine months ended JuneSeptember 30, 2025 and 2024

For the three and sixnine months period ended JuneSeptember 30, 2025 and 2024, the vendors who accounts for 10% or more of the Company’s cost of of sales and its outstanding payable balance as at year-endperiod-end date, are presented as follows:

Gross Income We recorded a gross income of $1,413,058$887,340 and $464,305$365,646 for the three months ended JuneSeptember 30, 2025 and 2024, respectively. During During the sixnine months ended JuneSeptember 30, 2025 and 2024, we recorded a gross income of $1,878,685$2,766,025 and $956,954,$1,322,600, respectively. The gross income is due to increased gross income from revenue from digital marketing and online ticketing and reservation business. Gross income margin was 56%64% and 27%22% for the three months ended JuneSeptember 30, 2025 and 2024, respectively. During the sixnine months ended June September 30, 2025 and 2024, our gross income margin was 47%52% and 27%25% respectively. Rise in gross margin for the three and sixnine months period ended June September 30, 2025 was due to higher profit margin arising from digital marketing business.

Sales and Marketing Expenses (“S&M”). We incurred S&M expenses of $59,856$123,869 and $143,698$40,263 for the three months ended JuneSeptember 30, 2025 and 2024, respectively. During the sixnine months ended JuneSeptember 30, 2025 and 2024, we incurred S&M expenses of $105,605$229,474 and $311,096, $270,833, respectively. The decrease in S&M expense in 2025 was due to less reliance on marketing strategy.

Software Development Cost (“SDC”). We incurred SDC expenses of $13,480$13,083 and $13,833$13,635 for three months ended JuneSeptember 30, 2025 and 2024, 2024, respectively. During the sixnine months ended JuneSeptember 30, 2025 and 2024, we incurred SDC expenses of $26,429$39,512 and $27,337,$40,972, respectively. The The decrease in SDC in 2025 was primarily attributable to the minimum cost for maintaining our technology development team.

General and Administrative Expenses (“G&A”). We incurred G&A expenses of $1,492,311$5,995,012 and $2,461,968$1,486,362 for the three months ended JuneSeptember 30, 2025 and 2024, respectively. During the sixnine months ended JuneSeptember 30, 2025 and 2024, we incurred G&A expenses of $3,765,190 $9,760,202 and $5,707,639,$7,192,001, respectively. The G&A is primarily consisting of the professional costs associated with costs related to business development, the Company’s ongoing expenses for its listing on the Nasdaq Stock Exchange, staff cost and D&O insurance cost. cost. The significant decreaseincrease is primarily due to effectivenessthe professional fee incurred after IPO completion of costNusatrip control plan.Group.

Other income.income Our(expense), othernet. Other income for the three months ended JuneSeptember 30,202530, 2025 was $30,438 and other expense for the three months ended September 30, 2024 was $694,860 and $170,834, respectively,$154,156, and for sixnine months ended JuneSeptember 30, 2025 and 2024 was $715,068$757,018 and $228,004,$114,715, respectively. The significant increase is the result from the waiver of long overdue refund payables.

Income Tax Expense. Our income tax expense for the three months ended JuneSeptember 30,2025 and 2024 was $735$66,573 and $3,884,$51,808, respectively, and for six nine months ended JuneSeptember 30, 2025 and 2024 was $1,305$67,878 and $4,994,$56,802, respectively.

Net Income (Loss).Loss. As a result of the items noted above, for the three and nine months ended JuneSeptember 30, 2025,2025 and 2024, we incurred a net income loss of $552,384 as$5,280,759 comparedand to the net loss in the same period ended June 30, 2024 of $1,943,754.$1,380,578. During the sixnine months ended JuneSeptember 30, 2024 the Company incurred a loss of $1,293,264,$6,574,023, as compared to $4,782,978,$6,163,556, for the same period ended JuneSeptember 30, 2024. The decreaseincrease in net loss was primarily attributable to the increase in revenue with higher margin, decrease in G&A expenses, expensespartially andoffset by other income from waiver of long overdue refund payables.payables and increase in revenue with higher margin.

As of JuneSeptember 30, 2025, we had cash and cash equivalents and restricted cash of $8,218,805$6,552,702 and $50,000, respectively, accounts receivable of of $1,064,164,$1,337,498, deposits, prepayments and other receivables of $12,796,555,$18,532,837, inventories of $127,843, contract assets of $327,267$82,131 and deferred taxcontract assets of $58,350.$79,826.

For the sixnine months ended JuneSeptember 30, 2025, the Company’s stockholders’ equity was $2,448,429$13,331,496 which improved from deficit as a result of ansubsidiary increaseinitial inpublic additional paid-in-capitaloffering partiallyand offsetsubsequent bypublic accumulated deficit.offering. For the sixnine months ended JuneSeptember 30, 2025, the Company incurred net loss of $1,293,264 $6,574,023 and net cash used in operating activities of $5,804,617.$22,521,547. Net cash used in investing activity was $3,963. Net cash provided by financing activities was $6,458,157,$21,650,885, resulting from proceeds from issuance of common stock of subsidiary for initial and subsequent public offering, issuance of common stock for convertible note and proceeds from share issuance fornote, ATM and private placement.

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

Net Cash Used in Operating Activities.Activities

For the sixnine months ended JuneSeptember 30, 2025, net cash used in operating activities was $5,804,617,$22,521,547, which consisted primarily of a net loss of $1,293,264, gain on disposal of plant and equipment of $226,$6,574,023, waiver of loan payable of $8,492,$8,509, account receivables of $208,491, deposits, prepayments and other receivables of $7,394,198,$13,267,792, accrued liabilities and other payables of $3,572,473,$4,202,549, contract liabilities of $534,100,$699,290, and operating lease liabilities of $240,219,$356,862, partially offset by bad debt of $4,866, depreciation and amortization of $320,286,$434,595, non-cash stock-based compensation for services of $64,500,$1,044,789, account receivableswrite-off of $87,629,intangible asset of $209,172, loss on disposal of subsidiaries of $8,157, loss on disposal of plant and equipment of $5, deferred tax assets of $47,260, inventories of $36,350,$78,136, contract assets of $19,564,$258,713, accounts payable of $6,461,084, $357,017, advances to related parties of $4,171$1,662 and right of use assets of $239,805.$356,463.

For the sixnine months ended JuneSeptember 30, 2024, net cash used in operating activities was $3,226,057,$1,178,148, which consisted primarily of a net loss of $4,782,978, gain on disposal of plant and equipment of $206,$6,163,556, waiver of loan payable of $43,410,$43,792, deposits, prepayments and other receivables of $950,510,$1,407,828, contract assets of $305,684,$338,219, contract liabilities of $49,535, advances to related parties of $7,512 and operating lease liabilities of $247,009,$365,970, partially offset by bybad debts of $35,699, depreciation and amortization of $327,411,$493,306, impairment of intangible assets of $135,000, written-off of plant and equipment of $8,420,$8,480, non-cash stock-based compensation for services of $458,700, stock issued for share buy-back of $487,240,$737,248, deferred tax assets of $9,222, account receivables of $437,827,$85,742, accounts payable receivable of $238,874,$654,686, accrued liabilities and other payables of $652,683, deferred revenue of $133,805,$3,401,850, inventories of $98,696,$174,551, advancesaccounts to related partiespayable of $3,363$1,106,556, and right of use assets of $245,696.$365,352.

Net Cash Used In Investing Activities.Activities

For the sixnine months ended JuneSeptember 30, 2025, there was a net cash outflow of $4,095$3,963 used in purchase of plant and equipment.

For the sixnine months ended JuneSeptember 30, 2024, there was noa net cash movement.outflow of $9,826 used in purchase of plant and equipment.

Net Cash Provided by Financing Activities.Activities

For the sixnine months ended JuneSeptember 30, 2025, net cash usedprovided inby financing activities was $6,458,157$21,650,885 mainly raise from the proceed from issuance of common stock of subsidiary for public offering of $15,204,319 issuance of common stock for convertible note of $4,300,002, ATM program of $1,938,469 and private placement of $300,000, partially offset by repayment of loan of $80,314.$91,905.

For the sixnine months ended JuneSeptember 30, 2024, net cash provided by financing activities was $325,619$1,786,943 mainly from private placement of $250,000, loans of $405,564 and resale of treasury share buy-back of $612,859, private funding of $200,000,$1,137,273, partially offset by repurchaserepayment of common stockloan of $487,240.$5,894.

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. As of JuneSeptember 30, 2025 and December 31, 2024, the cash and cash equivalents excluded restricted cash amounted to $8,218,805$6,552,702 and $7,630,079, respectively.

The Company currently has bank deposits with financial institutions in the U.S. which exceed FDIC insurance limits. FDIC insurance provides protection for bank deposits up to $250,000, so there were uninsured balance of $0 and $56,430 as of JuneSeptember 30, 2025 and December 31, 2024, respectively. In addition, the Company has uninsured bank deposits of $8,208,328$6,332,941 and $7,330,486 with a financial institution outside outside the U.S as of JuneSeptember 30, 2025 and December 31, 2024, respectively. All uninsured bank deposits are held at high quality credit institutions.

Restricted cash refers to cash that is held by the Company for specific reasons and is, therefore, not available for immediate ordinary business use. The restricted cash represented fixed deposit maintained in bank accounts that are pledged. As of JuneSeptember 30, 2025 and December 31, 31, 2024, the restricted cash amounted to $50,000 and $53,900, respectively.

Accounts receivables are recorded at the amounts that are invoiced to customers, do not bear interest, and are due within contractual payment terms, generally 30 to 90-days from completion of service or the delivery of a product. Credit is extended based on an evaluation of a customer’s financial condition, the customer’s creditworthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. Quarterly, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company records bad debt expense and records an allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For receivables that are past due or not being paid according to payment terms, appropriate actions are taken to pursue all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance for doubtful accounts after all means of collection have been exhausted and the potential for recovery is considered remote. Currently, the Company does not have any off-balance-sheet credit exposure related to its customers, and as of both JuneSeptember 30, 2025 and and December 31, 2024, there was no need for allowance for doubtful accounts.

Inventories are stated at the lower of cost or net realizable value, cost being determined on a first-in-first-out method. Costs include hardware equipment and peripheral costs which are purchased from the Company’s suppliers as merchandized goods. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand. No allowance for obsolete inventories was recorded by the Company during the three and sixnine months ended JuneSeptember 30, 2025 and 2024. The inventories amounted to $127,843$82,131 and $157,734 $157,734 at JuneSeptember 30, 2025 and December 31, 2024, respectively.

Research and development costs are expensed as incurred unless they meet the criteria for capitalization described above. These costs primarily relate to the design and development of new software applications, enhancements to existing platforms, and other technology-based solutions The estimated useful lives of the Company’s intangible assets are as follows:solutions.

In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as plant and equipment and intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. There has been no impairment charge for the three and sixnine months ended JuneSeptember 30, 2025 and 2024 presented.

Other online platforms include online platforms in Vietnam, under the brand name of “Handycart”, and Philippines, under the brand names of “Pushkart” and “Mangan”, to enable the consumers to purchase meals from restaurants and food from local grocery and food merchants and deliver to them in their area. This business segment has been progressively ceasing yet the Company has maintained ongoing involvement in specific operational activities during the three and sixnine months ended JuneSeptember 30, 2025.

The Company operates a Singapore-based online telecommunication reseller platform under brand name of “Gorilla” to enable the consumers to subscribe local mobile data and overseas internet data in different subscription package. Established in Singapore in 2019, Gorilla utilizes blockchain and Web3 technology to operate a MVNO for its users in South East Asia (SEA). With network coverage to over 150 countries, Gorilla offers a full suite of mobile communication services such as local calls, international roaming, data, and SMS texting. More importantly, Gorilla enables its customers to convert unused mobile data into digital assets or Gorilla GO Tokens through its innovative proprietary blockchain-based SwitchBack feature. Gorilla GO Tokens in turn can be redeemed for eVouchers, to offset future bills, or be redeemed for other value-added services. Please visit https://gorilla.global/ for more information. During the three and sixnine months ended JuneSeptember 30, 2025, the Company ceased its local mobile data service operation due to business restructuring to refocus on on overseas internet data services.

During the three months period ended JuneSeptember 30, 2025 and 2024, the Company generated revenue of $4,719$10,212 and $3,701,$4,931, respectively, in the Lifestyle Lifestyle sector.

During the sixnine months period ended JuneSeptember 30, 2025 and 2024, the Company generated revenue of $7,379$17,591 and $24,429,$29,360, respectively, in the Lifestyle Lifestyle sector.

During the three and sixnine months period ended JuneSeptember 30, 2025 and 2024, the Company did not generate revenue from this stream.

During the three months period ended JuneSeptember 30, 2025 and 2024, the Company generated revenue of $167$75 and $177,$106, respectively, from telecommunications.

During the sixnine months period ended JuneSeptember 30, 2025 and 2024, the Company generated revenue of $397$472 and $4,743,$4,849, respectively, from telecommunications.

During the three months period ended JuneSeptember 30, 2025 and 2024, the Company generated revenue of $2,064,909$801,422 and $1,528,173,$1,461,480, respectively, from this stream.

During the sixnine months period ended JuneSeptember 30, 2025 and 2024, the Company generated revenue of $3,248,126$4,049,548 and $3,080,593,$4,542,073, respectively, from this this stream.

The Company receives spread margin from B2B and B2C customers and commissions from travel suppliers for ticketing reservations through the Company’s transaction and service platform under various services agreements. Spread margin and commissions from ticketing reservations rendered are recognized when tickets are issued as this is when the Company’s performance obligation is satisfied. The Company is not entitled to a spread margin and commission fee for the tickets canceledcancelled by the end users. Losses incurred from cancelations are immaterial due to a historical low cancelation rate and minimal administrative costs incurred in processing cancelations. The Company presents revenues from such transactions on a net basis in the statements of income as the Company, generally, does not control the service provided by the travel supplier to the traveler and does not assume inventory risk for canceledcancelled ticketing reservations. 100% of the Company’s Company’s ticketing services revenues were recognized on a net basis, as an agent, during the three and sixnine months period ended June September 30, 2025 and 2024.

The Company receives spread margin from B2B and B2C customers and commissions from travel suppliers for hotel room reservations through the Company’s transaction and service platform. Commissions from hotel reservation services rendered are recognized when the reservation becomes non-cancelable (when the cancelation period provided by the reservation expires) which is the point at which the Company has fulfilled its performance obligation (successfully booking a reservation, which includes certain post-booking services during the cancelation period). Contracts with certain travel suppliers contain incentive commissions typically subject to achieving specific performance targets. The incentive commissions are considered as variable consideration and are estimated and recognized to the extent that the Company is entitled to such incentive commissions. The Company generally receives incentive commissions from monthly arrangements with hotels based on the number of hotel room reservations where end users have completed their stay. The Company presents revenues from such transactions on a net basis in the statements of income and comprehensive income as the Company, generally, does not control the service provided by the travel supplier to the traveler and does not assume inventory risk for canceledcancelled hotel reservations.

During the three months period ended JuneSeptember 30, 2025 and 2024, the Company generated revenue of $431,699$568,673 and $177,033,$209,377, respectively, from this this stream.

During the sixnine months period ended JuneSeptember 30, 2025 and 2024, the Company generated revenue of $719,096$1,287,769 and $441,607,$657,201, respectively, from this stream.

There were contract assets balance of $327,267$79,826, $333,188 and $333,188$247,368 on JuneSeptember 30, 20252025, December 31, 2024 and December 31, 2024,2023, respectively.

Contract liabilities represent amounts collected from, or invoiced to, customers in excess of revenues recognized, primarily from the billing of annual subscription agreements. The value of contract liabilities will increase or decrease based on the timing of invoices and recognition of revenue. The Company’s contract liabilities balance was $951,228$750,528 and $1,426,901 on JuneSeptember 30, 2025 and December 31, 2024, respectively.

Research and development expenditures arising from the development of the Company’s own software are charged to operations as incurred. For the sixnine months period ended JuneSeptember 30, 2025, and 2024, software development costs were $26,429$39,512 and $27,337,$40,972, respectively. For the three months period ended JuneSeptember 30, 2025, and 2024, software development costs were $13,480$13,083 and $13,833,$13,635, respectively. Based on the software development process, technological feasibility is established upon completion of a working model, which also requires certification and extensive testing. Costs incurred by the Company between completion of the working model and the point at which the product is ready for general release have, to date, been immaterial and have been expensed as incurred.

Sales and marketing expenses include payroll, employee benefits and other headcount-related expenses associated with sales and marketing personnel, and the costs of advertising, promotions, seminars, and other programs. Advertising costs are expensed as incurred. Advertising expense was $105,605$229,474 and $270,833$311,096 for the sixnine months period ended JuneSeptember 30, 2025 and 2024, respectively. Advertising expense was $59,856 $123,869 and $143,698 $40,263 for the three months period ended JuneSeptember 30, 2025 and 2024, respectively.

The Company’s provision for estimated future warranty costs is based upon the historical relationship of warranty claims to sales. Based upon historical sales trends and warranties provided by the Company’s suppliers, the Company has concluded that no warranty liability is required as of JuneSeptember 30, 2025 and December 31, 2024. To date, product allowance and returns have been minimal and, based on its experience, the Company believes that returns of its products will continue to be minimal, although it looks at this issue every quarter to continue to support its assertion.

The Company adopted the ASC 740 Income Tax provisions, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the unaudited condensed consolidated financial statements. Under paragraph ASC Topic 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the unaudited condensed consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of ASC Topic 740, nor did it record any uncertain tax positions for the three and sixnine months period ended JuneSeptember 30, 2025, and 2024.