v3.26.3
Schedule of Fair Value of the Acquired Assets and Liabilities (Details) - USD ($)
 16 Months Ended
Aug. 29, 2025
Aug. 25, 2025
Oct. 28, 2025
Dec. 31, 2025
Business Combination [Line Items]        
Deferred tax liability       $ (2,642,124)
Plus: deferred tax liability       2,642,124
Times Express Limited And H2N Limited [Member]        
Business Combination [Line Items]        
Previous held interest by the Company [1]   $ 1,858,401    
Fair value of Pre-Completion Loans   3,023,865    
Fair value of contingent consideration [2]   130,088    
Total Consideration   5,012,354    
Plus: net working deficit [3]   2,812,318    
Non-operating asset   1,013,830    
Deferred tax liability [4]   (588,026)    
Less: net assets acquired   6,801,914    
Total Cost Allocated to Software   6,801,914    
Gain on bargain purchase (A-B)   (1,789,560)    
Contingent consideration       $ 5,908
Cash acquired from acquisition   688,487    
Plus: deferred tax liability [4]   588,026    
Times Express Limited And H2N Limited [Member] | Customer List [Member]        
Business Combination [Line Items]        
Intangible asset – brand names   46,638    
Times Express Limited And H2N Limited [Member] | Software, In-Development [Member]        
Business Combination [Line Items]        
Intangible asset – brand names   2,530,045    
Times Express Limited And H2N Limited [Member] | Brand Names [Member]        
Business Combination [Line Items]        
Intangible asset – brand names   $ 987,109    
Oceanus Asia Opportunity Two Limited [Member]        
Business Combination [Line Items]        
Previous held interest by the Company [5] $ 1,892,771      
Total Consideration 1,892,771      
Less: net assets acquired [6] 236,024      
Total Cost Allocated to Software $ 1,656,748      
Smart Minds Holdings Limited [Member]        
Business Combination [Line Items]        
Previous held interest by the Company     $ 2,911,030  
Total Consideration     4,594,317  
Plus: net working deficit [7]     636,434  
Deferred tax liability     (2,025,894)  
Total Cost Allocated to Software     12,278,146  
Cash acquired from acquisition     9,544  
Cash consideration for the share subscription     1,683,287  
Plus: fair value of non-controlling interest (corresponding to 37.5% of equity interest of Smart Minds) [8]     5,021,501  
Plus: deferred tax liability     $ 2,025,894  
[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.
[5] 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.
[6] Among which, cash acquired from acquisition of Oceanus Asia Opportunity 2 Limited was nil.
[7] Among which, cash acquired from acquisition of Smart Minds was US$9,544.
[8] The fair value of the non-controlling interest were valued using the discounted cashflow method under income approach in this valuation.