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SHAREHOLDERS’ DEFICIT
 6 Months Ended
Jun. 30, 2025
Equity [Abstract]  
SHAREHOLDERS’ DEFICIT

NOTE – 12 SHAREHOLDERS’ DEFICIT

 

Authorized stock

 

The Company is authorized to issue two classes of stock. The total number of shares of stock which the Company is authorized to issue is 210,000,000 shares of capital stock, consisting of 200,000,000 shares of Common Stock at $0.0001 par value per share, of which 14,000,000 and 1,000 shares are designated for the year ended December 31, 2024 and 2023, respectively, and 10,000,000 shares of preferred stock at $0.0001 par value per share, of which 75,000 and 0 shares are designated for the year ended December 31, 2024 and 2023, respectively. For the three and six months period ended June 30, 2025 and 2024, the Company did not recognize any amortization of stock compensation expense.

 

Common stock

 

On date of incorporation, the company issued 1,000 shares of Common Stock to Society Pass Inc at a price of $0.0001 per share.

 

On June 3, 2024, the company issued an additional 7,999,000 shares of Common Stock to Society Pass Inc at a price of $0.0001 per share.

 

On September 2, 2024, the company issued an additional 6,000,000 shares of Common Stock to Society Pass Inc at a price of $0.0001 per share.

 

On February 11, 2025, the company issued an additional 1,066,668 shares of Common Stock to Society Pass Inc at a price of $0.0001 per share.

 

As of June 30, 2025 and December 31, 2024, the Company had a total of 15,066,668 and 14,000,000 shares of its common stock issued and outstanding respectively.

 

Voting Rights: Each share of the Company’s common stock entitles its holder to one vote per share on all matters to be voted or consented upon by the stockholders. Holders of the Company’s common stock are not entitled to cumulative voting rights with respect to the election of directors.

 

 

Dividend Right: Subject to limitations under Nevada law and preferences that may apply to any shares of preferred stock that the Company may decide to issue in the future, holders of the Company’s ordinary share are entitled to receive ratably such dividends or other distributions, if any, as may be declared by the Board of the Company out of funds legally available therefor.

 

Liquidation Right: In the event of the liquidation, dissolution or winding up of our business, the holders of the Company’s ordinary share are entitled to share ratably in the assets available for distribution after the payment of all the debts and other liabilities of the Company, subject to the prior rights of the holders of the Company’s preferred stock.

 

Other Matters: The holders of the Company’s common stock have no subscription, redemption or conversion privileges. The Company’s ordinary share does not entitle its holders to preemptive rights. All of the outstanding shares of the Company’s common stock are fully paid and non-assessable. The rights, preferences and privileges of the holders of the Company’s common stock are subject to the rights of the holders of shares of any series of preferred stock which the Company may issue in the future.