OTC: SOPAQ

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In July 2022, through our wholly-owned subsidiary, NREI, we acquired the assets of Mangan PH Food Delivery Services Corp., a corporation registered in Philippines, (the “Mangan Assets”).

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In August 2022, we acquired majority control of Singapore-incorporated Nusatrip International Pte Ltd and 100% of the outstanding shares of Indonesia-incorporated PT Tunas Sukses Mandiri, together the “Nusatrip Group”, that give us ownership and operational control of the online and offline Nusatrip travel services marketing platform.

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In January 2023, through our wholly owned subsidiary Thoughtful Media Group Inc and Adactive Media CA Inc acquired 100% of outstanding capital stock of PT Thoughtful Media Group Indonesia (Formerly known as PT Wahana Cerita Indonesia), an Indonesia-based company operating digital marketing and event organizing.

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In April 2023, through our 99% owned subsidiary Nusatrip International Pte. Ltd. acquired 100% of the outstanding capital stock of Mekong Leisure Travel Company Limited (changed business nature from Join Stock Company), a Vietnam-based travel agency.

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In July 2023, through our 99% owned subsidiary Mekong Leisure Travel Company Limited acquired 100% of the outstanding capital stock of Vietnam International Travel and Service Joint Stock Company, a Vietnam-based travel agency.

We operate certain verticals in SEA: loyalty,
lifestyle, telecommunications, digital media, and travel as we try to create the next generation digital ecosystem and loyalty platform.

Loyalty

The Group spent over three years building a cutting
edge, proprietary IT architecture to effectively scale and support our ecosystem’s companies, consumers and merchants (the “Platform”).
Using our Society Pass loyalty platform, consumers may earn, and merchants may issue, loyalty points or “Society Points” across
our subsidiaries. The Company aggregates data generated across various touch points, builds a realistic view of consumer behavior and
uses this data to increase sales across our ecosystem by: cross-pollinating acquired companies with other existing verticals, customer
re-targeting, offline and online behavior prediction and cross promotions and loyalty points. The Company ecosystem becomes a key enabler
for our users by converting this aggregation of data into creation of loyalty for our ecosystem companies to generate revenue:

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More revenue generation for merchants leads to creation of customer loyalty;

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More customer loyalty creation leads to more consumers for merchants;

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More consumers for merchants lead to greater revenues for merchants, which results in

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Virtuous cycle of revenue generation and loyalty creation.

1

Lifestyle

The Group operates an online lifestyle business
in Vietnam to enable the consumers to purchase high-end brands of all categories under its own brand name of “Leflair”. Consumers
search or review their favorite brands among hundreds of choices in Apparel, Bags & Shoes, Accessories, Health & Beauty, Home
& Lifestyle, International, Women, Men and Kids & Babies categories. The platform also allows consumers to order from hundreds
of vendor choices with personalized promotions based on purchase history and location. The platform has also partnered up with a Vietnam-based
delivery company, Amilo, to offer seamless delivery of product from merchant to consumer’s home or office at the touch of a button.
Consumers can place orders for delivery or collect at the Company’s logistics center.

Telecommunications

The Company operates a Singapore-based online
telecommunication reseller platform under the brand name of “Gorilla” to enable the consumers to subscribe to overseas internet
data. Established in Singapore in 2019, Gorilla offers a full suite of mobile communication services such as local calls, international
roaming, data, and SMS texting and network coverage in over 150 countries. Gorilla suspended providing local service in Singapore to focus
on international calling plans.

Digital Media

The acquisition of a digital media platform, TMG,
amplifies the reach and engagement of the Company’s e-commerce ecosystem and retail partners. Originally founded in 2010, TMG today
creates and distributes digital advertising campaigns across its multi-channel network in both SEA and the US. With its intimate knowledge
of local markets, digital marketing technology tools and social commerce business focus, advertisers leverage TMG’s wide influencer
network throughout SEA to market and sell advertising inventory exclusively with specific placement and effect.

As a result, Thoughtful Media’s content
creator partners earn a larger share of advertising revenues from international consumer brands. Thoughtful Media’s data-rich multi-channel
network has uploaded over 675,000 videos with over 80 billion video views. The current network of 248 YouTube channels has onboarded over
251 million subscribers with an average monthly viewership of over 600 million views.

Travel

The Company purchased the Nusatrip Group, a leading
Jakarta-based Online Travel Agency (“OTA”) in Indonesia and across SEA. The Nusatrip acquisition extended SoPa’s
business reach into SEA regional travel industry and marked the Company’s first foray into Indonesia. Established in 2013 as
the first Indonesian OTA accredited by the International Air Transport Association, Nusatrip pioneered offering a comprehensive range
of airlines and hotels to Indonesian corporate and retail customers. With its first mover advantage, Nusatrip has onboarded over 1.2 million
registered users, over 500 airlines and over 200,000 hotels around the world as well as connected with over 80 million unique visitors.

Corporate Structure

Society Pass Incorporated (formerly named Food
Society, Inc.) is a Nevada corporation that was incorporated on June 22, 2018. We operate through our subsidiaries. Our material operating
subsidiaries include:

Nextgen Retail Incorporated (Formerly known as
Leflair Incorporated), a Nevada corporation owned by the Company which was formed on December 1, 2021. Nextgen Retail Incorporated owns
100% of SOPA Technology Co Ltd, a company limited by shares incorporated under the laws of Vietnam on October 1, 2019. SOPA Technology
Co Ltd operates the Leflair platform.

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Nusatrip Incorporated, a Nevada corporation, owns
99% of Nusatrip International Pte Ltd, a Singapore subsidiary, with five wholly owned subsidiaries including Nusatrip Singapore Pte Ltd,
a Singapore corporation, Nusatrip Malaysia Sdn Bhd, a Malaysia corporation, PT Tunas Sukses Mandiri, an Indonesia corporation, Mekong
Leisure Travel Company Limited and Vietnam International Travel and Service Company Limited, a Vietnam corporations. These companies are
engaged in online travel ticketing, reservation and hotel system services.

Thoughtful Media Group Incorporated, a Nevada
corporation, which owns digital marketing companies with significant operations in Thailand and other countries in SEA. Thoughtful Media
Group Incorporated operates through AdActive Media CA Inc., a California corporation, and Thoughtful (Thailand) Co. Ltd, a Thailand corporation
owned 99.75% by the Company, Thoughtful Media Group Company Limited (Formerly known as Hottab Asset Company Limited), a Vietnam corporation,
Thoughtful Media (Philippines) Incorporated (Formerly known as SOPA (Phil) Incorporated), a Philippines corporation, PT Thoughtful Media
Group Indonesia (Formerly known as PT Wahana Cerita Indonesia), an Indonesia corporation, Thoughtful Media (Singapore) Pte. Ltd. (Formerly
known as Hottab Pte Ltd), a Singapore corporation and Thoughtful Media (Malaysia) Sdn Bhd, a Malaysia corporation.

Gorilla Networks Pte Ltd, a wholly owned Singapore
corporation that owns several subsidiaries, including Gorilla Mobile Singapore Pte. Ltd.

New Retail Experience Incorporated, a wholly-owned
subsidiary in the Philippines, which formerly operated Pushkart and another food delivery platform through Mangan PH Food Delivery
Services Corp., a wholly-owned subsidiary in the Philippines.

Follow-on Public Offering

On February 11, 2022, we closed a public offering
of 3,484,845 shares of our common and warrants to purchase 3,484,845 shares of our common stock (including the full exercise of the underwriter’s
over-allotment option) at a public offering price of $3.30 per share and warrant to purchase one share of common stock. We received aggregate
proceeds from the public offering of $11.5 million before deducting underwriting fees and commission and other offering expenses.

On August 21, 2023, we
entered into a Sales Agreement (the “Sales Agreement”) with Ascendiant Capital Markets, LLC (the “Sales Agent”),
acting as the Company’s sales agent, pursuant to which the Company may offer and sell, from time to time, through the Sales Agent,
its Common Stock. The Company is not obligated to sell any shares under the Sales Agreement. Subject to the terms and conditions of the
Sales Agreement, the Sales Agent will use commercially reasonable efforts consistent with its normal trading and sales practices, applicable
state and federal law, rules and regulations and the rules of Nasdaq to sell shares from time to time based upon the Company’s instructions,
including any price, time or size limits specified by the Company. Upon delivery of a placement notice, and subject to the Company’s
instructions in that notice, and the terms and conditions of the Sales Agreement generally, the Sales Agent may sell the common stock
by any method permitted by law deemed to be an “at the market” offering as defined by Rule 415(a)(4) and Rule 415(a)(1)(x)
promulgated under the Securities Act of 1933, as amended. The Company has agreed to pay the Sales Agent commissions for its services in
acting as sales agent in the sale of the common stock at a commission rate equal to 3.0% of the gross sales price per share of common
stock sold pursuant to the Sales Agreement, if any, and has agreed to provide the Sales Agent with customary indemnification and contribution
rights. The Sales Agreement may be terminated by the Sales Agent or the Company at any time upon written notice to the other party. On
May 25, 2024, the Company and the Sale Agent entered into an amendment to the Sales Agreement (the “Amendment”). Pursuant
to the Amendment, the aggregate offering price of the Common Stock that will be offered and sold will be up to $1,138,282.

On October 5, 2023, we
entered into a structured financing agreement with Strattners FZCO (“Strattners”). Pursuant to the agreement, we shall have
the right, but not the obligation, to offer and sell to Strattners up to $40,000,000 shares of common stock, at the Company’s request
any time during the commitment period commencing on October 5, 2023 and terminating on the first day of the month next following the 36-month
anniversary of October 5, 2023.

Our Market Opportunity

We expect that continued strong economic expansion,
robust population growth, rising level of urbanization, the emergence of the middle class and the increasing rate of adoption of mobile
technology provide market opportunities for our Company in SEA. As of 2023, SEA gross domestic product (“GDP”) totaled $3.9
trillion. In comparison, the respective GDP for both the European Union (“EU”) and the United States (“US”) totaled
$25.4 trillion and $27.0 trillion in 2023. SEA has experienced rapid economic growth rates in recent years, far exceeding growth in major
world economies such as Japan, the EU and the US. According to the International Monetary Fund (“IMF”) since 2010, SEA has
averaged 7.0% GDP growth, compared to -2.0% for Japan, 2.1% for the EU and 6.1% for the US.

SEA continues to enjoy robust population growth.
The United Nations Population Division estimates that the population of the SEA countries in 2000 was approximately 527 million people
growing to 700 million in 2025 and 722 million in 2030.

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The Internet economy continues to boom in SEA.
According to Google Temasek e-Conomy SEA 2020 Report, Internet usage in the region increased with 40 million new users added in 2020 for
a total of 400 million compared to 360 million in 2019. Seventy percent of SEA’s population is now online, compared to approximately
twenty percent in 2009. In addition, SEA mobile Internet penetration now reaches more than 67%. E-commerce, online media and usage surged
with the total value of goods and services sold via the Internet, or gross merchandise value (“GMV”), in SEA, expected to
reach more than $100 billion by year end 2020 according to Google, Temasek, Bain SEA Report 2020. In fact, the SEA Internet sector GMV
is forecast to grow to over $300 billion by 2025.

We believe that these ongoing positive economic
and demographic trends in SEA propelled demand for our Platform.

We incurred net losses of $10,237,297 and $18,098,918
in fiscal years ended December 31, 2024 and 2023, respectively.

Our Growth Strategy

Acquiring other e-Commerce companies and applications
in SEA

To complement our organic growth strategy, we
will continue to opportunistically acquire regional e-commerce companies and applications to drive revenues and increase the number of
registered consumers and merchants in our SoPa ecosystem throughout SEA with particular focuses on Vietnam, Philippines and Indonesia.
Our anticipated investments and acquisitions of other e-commerce platforms and applications in different verticals are expected to expand
our service offerings and attract new consumers and merchants.

Launching our Loyalty System

In 2024, we market our unique merchant agnostic
and universal Society Points to generate additional revenues for merchants and create permanent customer loyalty in SEA. For
consumers, Society Points will offer them both a cashless payment option and the ability to spend bonus points accumulated from one consumer
vertical such as lifestyle to a separate one such as travel.

Entering into Strategic Partnerships

In 2022, the Company entered into agreements to
expand its e-commerce business. Strategic partnerships are vital to the strategy and operations of Society Pass ecosystem
as they enable our Platform to offer more value-added services to both our consumers and merchants. We are constructing a regional loyalty
alliance comprising of synergistic merchant partners. Through our partnerships, we gain access to our partners’ clients and users
at minimal cost where possible and to proliferate the usage of Society Points (when available). From our partnerships, we also enhance
our offerings like reliable delivery services through our relationships with delivery service providers and vendor financing options through
our partnerships with financial institutions. Our marketing approach to engage strategic partners focuses on the benefits of joining our
Loyalty Alliance, stressing the ability to access a larger pool of consumers and clients while reducing marketing expenses via joint marketing
efforts like press interviews, brochures and co-branding initiatives with merchants.

Maximizing the value of consumer transactions

Growing our consumer base, converting registered
consumers into active ones, increasing transaction frequency, and maximizing basket sizes are key growth drivers for our verticals. We
are growing our base of registered consumers through a multi-pronged marketing approach across social media, emails, SMS, QR codes, tailored
promotional campaigns and public relations engagement. We believe that by serving consumers in all aspects of their daily lives, we create
more opportunities to cross-sell and thus maximize our consumer wallet share.

Expanding service offerings to merchants

Merchants are a critical component of our business,
thus growing our registered merchant base and serving them with desirable technology and marketing solutions to improve sales, cut costs,
and realize operational efficiencies. We onboard merchants through marketing outreach tools such as our websites, public relations, social
media and focused sales efforts. In our marketing messages, we attract merchants to our ecosystem by offering them access to our growing
consumer base as well as numerous opportunities to optimize their sales, including enhanced customer loyalty through the continuous improvement
of our Society Points in 2025.

4

Expectation of Competition

We operate a loyalty-focused e-commerce ecosystem
operates in several verticals. Across these verticals, we compete with other online platforms for merchants, who can sell their products
on other platforms or marketplaces.

We also compete with other e-commerce platforms,
fashion retailers and restaurants for the attention of the consumer. Consumers have the choice of shopping with any online or offline
retailers, large marketplaces or restaurant chains that may also have the ability to build their own independent online platforms. We
are able to compete for consumers based on our ability to deliver a personalized e-commerce experience with easy-to-use mobile apps, well-integrated
payments and a reliable platform.

Intellectual Property Matters

The Company technology and platform comprise of
various copyrightable and/or patentable subject matter owned and/or licensed by the Company’s wholly-owned subsidiary, Society Technology
LLC (“Society Technology”), a Nevada limited liability company. Our intellectual property assets additionally include trade
secrets associated with the software platform. We successfully carried out development of our multilayer cloud-based software platform
from reliance on third parties for payment and loyalty points deployment. As a result, we can monetize our software by making it available
in Apple Store and Google Play and compatible with existing payment systems depending on the country’s regulatory requirements.

The Company is currently focusing on using its
intellectual property in SEA.

With regard to exclusive and non-exclusive licenses,
there is a risk that these licenses could be construed in a manner that imposes unanticipated conditions or restrictions on the Company’s
platform. Additionally, if portions of our proprietary software are determined to be subject to an open-source license, or if we do not
correctly comply with the terms of the open-source software licenses applicable to our open-source software and technology, it could result
in costly litigation or lead to negative public relations.

Occasionally, the Company may be targeted with
patent infringement lawsuits or copyright infringement lawsuits. These cases may be brought by non-practicing entities that sustain themselves
by suing other companies. Currently, the Company is not aware of any patent or copyright infringement suits against it, or contemplated
to be brought against it.

Trademarks

The Company is the owner of multiple registered
and common law trademarks in connection with its technology and its services. The names and marks “Society Pass”, “SOPA”,
“Leflair”, “#HOTTAB”, “Nusatrip” and other trademarks, trade names, and service marks of Society Pass
in this Annual Report are the property of Society Pass or its subsidiaries.

The Company arranges the registration of trademarks,
trade names, and service marks in the name of Society Technology LLC, its wholly-owned subsidiary created for the purposes of managing
all intellectual property matters of the Company. It is not the intent of this Annual Report to delineate each and every trademarkable
matter of the Company owned through Society Technology. Without prejudice to the generality of foregoing, Society Technology is, inter
alia, the owner of the registered trademarks “Society Pass”, “SOPA”, “Leflair” and “#HOTTAB”
in connection with artificial intelligence software, electronic payment services, loyalty programs, SaaS platforms, and other subsets
of the Company’s business. Society Pass has 12 trademarks currently registered with the United States Patents and Trademark Office
(the “USPTO”) and has two applications with the USPTO pending. Further, Society Technology filed and registered numerous trademarks
with the trademark offices of Vietnam, India, Singapore, the Philippines, Malaysia, Indonesia, and Thailand.

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