Acquisitions (Tables)
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Business Combination [Line Items] |
|
| Schedule of Supplemental Pro Forma Information |
Schedule
of Supplemental Pro Forma Information
| | |
2024 | | |
2025 | |
| | |
For the year ended December 31, | |
| | |
2024 | | |
2025 | |
| | |
US$ | | |
US$ | |
| Net revenue | |
| 17,269,616 | | |
| 15,128,729 | |
| Net loss | |
| (2,214,552 | ) | |
| (3,361,554 | ) |
|
| Times Express Limited And H2N Limited [Member] |
|
| Business Combination [Line Items] |
|
| Schedule of Fair Value of the Acquired Assets and Liabilities |
The
allocation of the purchase price based on the fair values of the acquired assets and liabilities assumed as of the date of acquisition
is summarized as follows:
Schedule
of Fair Value of the Acquired Assets and Liabilities
| | |
Amount in US$ | |
| Fair value of the share issued (1) | |
| 1,858,401 | |
| Fair value of Pre-Completion Loans | |
| 3,023,865 | |
| Fair value of contingent consideration (2) | |
| 130,088 | |
| Fair value of consideration transferred (A) | |
| 5,012,354 | |
| | |
| | |
| Fair value of the assets acquired and the liabilities assumed | |
| | |
| Net working capital (3) | |
| 2,812,318 | |
| Intangible asset – customer list | |
| 46,638 | |
| Intangible asset – software | |
| 2,530,045 | |
| Intangible asset – brand names | |
| 987,109 | |
| Non-operating asset | |
| 1,013,830 | |
| Deferred tax liability (4) | |
| (588,026 | ) |
| Net assets acquired | |
| 6,801,914 | |
| Fair Value of 100% Net Assets Acquired (B) | |
| 6,801,914 | |
| | |
| | |
| Gain on bargain purchase (A-B) | |
| (1,789,560 | ) |
| (1) | The
fair value of the shares of the Company was derived by summation method under cost approach,
which aggregates the values of all TEX and H2N and the net assets held by the Company. |
| (2) | The
balance of contingent consideration represented the estimated fair value of Fundraising incentive
related to the acquisition of TEX and H2N. The gain in fair value of the contingent consideration
related to the acquisition of TEX and H2N amounted to US$5,908 for the year ended December
31, 2025. |
| (3) | Among
which, cash acquired from acquisition of TEX and H2N was US$688,487. |
| (4) | Deferred
tax liabilities were calculated based on the fair value of identifiable intangible assets
multiplied by income tax rate. |
|
| Oceanus Asia Opportunity Two Limited [Member] |
|
| Business Combination [Line Items] |
|
| Schedule of Fair Value of the Acquired Assets and Liabilities |
The
total cost of the acquisition was allocated to the assets acquired and liabilities assumed based on their relative fair values by the
Company as of the date of acquisition:
Schedule
of Fair Value of the Acquired Assets and Liabilities
| Component of Cost | |
Amount in US$ | |
| Fair value of the share issued (1) | |
| 1,892,771 | |
| Total Consideration | |
| 1,892,771 | |
| Less: net assets acquired (2) | |
| 236,024 | |
| Total Cost Allocated to the Equity Interest | |
| 1,656,748 | |
| (1) | According
to ASC 805-50-30-2, if the consideration is not in the form of cash, measurement is based
on either the cost which shall be measured based on the fair value of the consideration given
or the fair value of the assets (or net assets) acquired, whichever is more clearly evident
and thus, more reliably measurable. The fair value of the shares of the Company was derived
by summation method under cost approach, which aggregates the values of all Oceanus Asia
Opportunity 2 Limited and the net assets held by the Company. |
| (2) | Among
which, cash acquired from acquisition of Oceanus Asia Opportunity 2 Limited was nil. |
|
| Smart Minds Holdings Limited [Member] |
|
| Business Combination [Line Items] |
|
| Schedule of Fair Value of the Acquired Assets and Liabilities |
The
total cost of the acquisition was allocated to the assets acquired and liabilities assumed based on their relative fair values by the
Company as of the date of acquisition:
Schedule
of Fair Value of the Acquired Assets and Liabilities
| Component of Cost | |
Amount in US$ | |
| Previous held interest by the Company (corresponding to 24.9% of equity interest of Smart Minds) | |
| 2,911,030 | |
| Cash consideration for the share subscription (corresponding to 37.6% of equity interest of Smart Minds) | |
| 1,683,287 | |
| Total Consideration | |
| 4,594,317 | |
| Plus: fair value of non-controlling interest (corresponding to 37.5% of equity interest of Smart Minds) (1) | |
| 5,021,501 | |
| Plus: net working deficit (2) | |
| 636,434 | |
| Plus: deferred tax liability | |
| 2,025,894 | |
| Total Cost Allocated to Software | |
| 12,278,146 | |
| (1) | The
fair value of the non-controlling interest were valued using the discounted cashflow method
under income approach in this valuation. |
| (2) | Among
which, cash acquired from acquisition of Smart Minds was US$9,544. |
|