Equity |
12 Months Ended | ||||||||
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Dec. 31, 2024 | |||||||||
| Equity [Abstract] | |||||||||
| Equity | Note 12 – Equity
The Company is authorized to issue shares of Ordinary shares with $ par value.
As at date of incorporation, the Company has shares of Ordinary shares $ par value issued and outstanding. These shares were issued on the incorporation of the Company on October 17, 2023.
On May 31, 2024, the Company issued additionally ordinary shares of $ par value for its re-organization transactions as follows:
On June 30, 2024, the Company reversed $5,311,880 of additional paid-in capital (“APIC”). This amount represented cash contributions from Straits intended for the acquisition of shares in Tumpuan Megah, which had been classified as APIC within Tumpuan Megah’s equity. However, the shares were never issued. As part of the restructuring exercise for the IPO, Straits formally terminated the share acquisition agreement, and this amount was reclassified as a liability under amounts due to related parties, Straits.
On April 22, 2025, the Company consummated its initial public offering on NYSE American, under the ticker symbol “TMDE”. Under this offering, ordinary shares were issued at a price of $ per share. In addition, the Company granted a 45-day option to the underwriter to purchase up to an additional ordinary shares at the public offering price to cover over-allotment, if any. On April 22, 2025, the underwriter exercised the over-allotment option in full to purchase an additional ordinary shares. On April 24, 2025, the Company closed its initial public offering and the exercise of the over-allotment option, received gross proceeds of $11,586,250 from the offering before deducting underwriting discounts and offering expenses.
As at December 31, 2024, the Company has shares of Ordinary shares $ par value issued and outstanding.
Acquisition of non-controlling interest
On May 31, 2024, the Company’s subsidiary, SMF acquired ordinary shares in Tumpuan Megah, representing 30% of the non-controlling interest in Tumpuan Megah, from Dato’ Mohd Suhaimi bin Hashim and Yong Sing Goo held equally. The purchase consideration amounting to RM9,720,989 (equivalent to $2,085,557) was settled by the issuance of ordinary shares of TMDEL.
On May 31, 2024, SMF acquired ordinary shares in SMS 1, representing 49% of the non-controlling interest in SMS 1, from Platinum Gate Capital Pte Ltd. The purchase consideration amounting to RM3,324,902 (equivalent to $713,330) was settled by issuance of ordinary shares of TMDEL.
These acquisitions are accounted for as transactions with non-controlling interests in accordance with ASC 810 (Consolidation). The impact on the Company’s equity and any adjustments to the non-controlling interests are reflected in the statement of equity and the foreign currency translation adjustments associated with these acquisitions are recorded as part of Accumulated Other Comprehensive Income in accordance with ASC 830 (Foreign Currency Matters).
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