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ASSET PURCHASE AGREEMENT

12 Months Ended

Dec. 31, 2021

NOTE— 11 ASSET PURCHASE AGREEMENT

On February 16, 2021, the Company subsidiary, SOPA Technology Pte Ltd (“SoPa Pte Ltd”) acquired certain e-commerce assets from Goodventures Sea Limited (“Goodventures”) pursuant to an Asset Purchase Agreement dated February 16, 2021 (the “Leflair Purchase Agreement”). The acquired assets consisted of intellectual property for it lifestyle e-commerce retail business.

As consideration for entering into the Asset Purchase Agreement, the Company agreed to pay Goodventures a total of $200,000 in cash payable in installments until April 16, 2021 and 1,500 ordinary shares of SoPa Pte Ltd by February 16, 2021, which represent 15% of the outstanding share capital of SOPA Technology Pte Ltd.

The assets acquired by SoPa Pte Ltd under the Leflair Purchase Agreement were substantially all of the assets of an online retail platform that carried the “Leflair” brand name and included a Leflair e-commerce website, Leflair iOS and Android Apps, and backend end infrastructure as well as marketing properties including a customer list and social media pages. In addition, SOPA Technology Pte Ltd acquired intellectual property such as Leflair logos, trademarks and brands.

The Company accounted for this acquisition as an asset acquisition under ASC Topic 805 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 11 of Regulation S-X, respectively, are not required to be presented.

Schedule of Asset acquisition

Schedule of Asset acquisition
Acquired assets:
Intellectual property	$	200,000
Less: Assumed liabilities		—
Accrued liabilities and other payable		—

Fair value of net assets acquired		200,000
Impairment loss recorded		(200,000	)

Net asset value	$	—

The Company paid the purchase price of $200,000 during the year ended December 31, 2021. The purchase price of $200,000 shall be allocated amongst the intangible assets acquired, further, these intangible have a short term life as well as the quantum of the value, the company decided to expense it and accounted $200,000 as impairment loss during the year ended December 31, 2021.

The shares issued as part of this transaction do not give the holders the right to influence or control SoPa Pte Ltd. The holders do not have any special voting rights or the right to appoint any board members.

SOPA Technology Pte Ltd is a private company that was incorporated under the laws of Singapore on June 6, 2019. SOPA Technology Pte Ltd manages Society Pass Incorporated’s operating activities in SEA countries and South Asia. As a pass-through holding company, the value of the 15% interest in the SoPa Pte Ltd issued to Leflair owners has an indeterminate value and no real on the date of acquisition of Leflair value. Society Pass Incorporated recorded the issuance of the shares at the nominal par value of the shares issued to the holders. The value of the assets acquired shall be the value of the cash paid and to be paid to the sellers. On October 1, 2021, the Company, SOPA Technology Pte Ltd and stockholders of Goodventures has made a share exchange agreement in exchange the 15% of SOPA Technology Pte shares for shares of SoPa common stock at IPO price. As full consideration for the sale, assignment, transfer and delivery of the Shares by the stockholders to the Company, the Company shall issue to the stockholders at the closing a number of shares of SoPa common stock equal to the quotient obtained by dividing $3,750,000, approximately $9 per share by the offering price of the Company common stock in Company’s initial public offering. Upon the written consent with certain stockholders of Goodventures, 10% of 15% shareholding in SoPa Pte was Ltd agreed to exchange for 277,409 shares of the Company’s common stock, for accounting purpose the same was considered as capital transaction and recorded at par value. Accordingly, the noncontrolling interest was reduced to 5% shareholding of SOPA Technology Pte Ltd. The corresponding losses in SOPA Technology Pte Ltd for the year ended December 31, 2021 were allocated to the remaining 5% noncontrolling interest and the noncontrolling interest balance was amounted to $102,784 as of December 31, 2021

The following table summarizes the changes in non-controlling interest from December 31, 2020 to December 31, 2021:

Schedule of non-controlling interest

Schedule of non-controlling interest
Balance, December 31, 2020	0	%
Transfer (to) from the non-controlling interest as a result of Leflair Purchase Agreement	15	%
Parent Co. acquired/exchanged the non controlling interest holding with their shares	(10)	%
Balance, December 31, 2021	5	%

A reconciliation of the non-controlling loss attributable to the Company:

Schedule of reconciliation non-controlling loss attributable to the company


Non Controlling Interest, December 31, 2020	$	—
Acquisition cost	—
Net loss attributable to non-controlling interest		(99,595	)
Foreign currency translation adjustment		(3,189	)
Non Controlling Interest, December 31, 2021	$	(102,784	)

Net loss attributable to non-controlling interest for the year ended December 31, 2021:

Schedule of Net loss attributable to non-controlling interest


Net loss generated by SOPA Technology Pte Ltd for the year ended December 31, 2021	$	(1,991,104	)
Non controlling interest percentage		5	%
Net loss attributable to non-controlling interest	$	(99,595	)
Foreign currency translation adjustment		(3,189	)
Non Controlling Interest	$	(102,784	)

For the year ended December 31, 2021, 5% noncontrolling interest shareholder in SOPA Technology Pte Ltd shared the loss of $102,784.