S-1/A: Thoughtful Media Group Files S-1/A for IPO Amidst Declining Revenue and Going Concern Doubts

Sentiment:

Initial Public Offering Prospectus Amendment 18 July 2025 11:10 AM

📋All filings for Thoughtful Media Group INC

Thoughtful Media Group Incorporated, a digital advertising company, has filed an S-1/A amendment for its initial public offering, seeking to raise up to $16.875 million, despite reporting significant net losses and a working capital deficit that raises substantial doubt about its ability to continue as a going concern.

Delay expectedPremium digital advertising marketing services revenue decreased in Q1 2025 primarily due to a reduction in new project awards from customers in Vietnam and Indonesia, attributed to delays in marketing plans by major customers in these regions.The expansion of the company's multi-channel network (MCN) operations into Singapore and Malaysia remained in the development phase throughout 2024, reflecting a strategic decision to address nuanced challenges and competitive dynamics, including content creators being bound by existing contracts with established MCNs.

Capital raiseThe company is conducting an Initial Public Offering (IPO) of up to 3,750,000 shares of Common Stock, with an estimated price range of $4.00 to $5.00 per share, to raise approximately $15,099,123 in net proceeds.The company completed Convertible Notes offerings in June 2025, issuing an aggregate principal amount of $2,700,000 in convertible notes which were fully converted into 1,800,000 shares of Common Stock at a conversion price of $1.50 per share.The company has granted underwriters an option to purchase up to 562,500 additional shares of common stock (15% over-allotment option) for 45 days from the closing date of the offering.The company has agreed to issue Underwriter Warrants to purchase up to 5% of the shares of Common Stock sold in the IPO, exercisable at 125% of the public offering price.Management states that the continuation of the company as a going concern is dependent upon obtaining additional financing from external investment funding, and expects to rely on cash generated through public or private offerings of its securities to finance operations and future acquisitions after the IPO.

Worse than expectedRevenue decreased by 2.37% in 2024 compared to 2023, and by a substantial 34.44% for the three months ended March 31, 2025, compared to the same period in 2024.The company shifted from a net income of $330,172 in 2023 to a net loss of $911,946 in 2024, and continued to report a net loss of $271,672 in Q1 2025.Gross profit margin significantly declined from 27.53% in 2023 to 23.22% in 2024, and further to 14.88% in Q1 2025.The company has a substantial and increasing working capital deficit ($1,140,034 as of Dec 31, 2024, and $1,422,099 as of March 31, 2025) and accumulated deficit, leading the auditor to express substantial doubt about its ability to continue as a going concern.

Summary

Thoughtful Media Group Incorporated (TMGX) is pursuing an Initial Public Offering (IPO) of 3,750,000 shares of Common Stock, with an estimated price range of $4.00 to $5.00 per share, aiming to list on the Nasdaq Capital Market under the symbol TMGX.
The company expects to receive net proceeds of approximately $15,099,123 from the IPO, which it plans to allocate approximately $4,529,737 for mergers and acquisitions, $2,264,868 for market expansion, and $8,304,518 for working capital and general corporate purposes.
A separate resale offering of 1,800,000 shares of Common Stock by Selling Stockholders, converted from 6% convertible unsecured promissory notes at a conversion price of $1.50 per share, will occur concurrently with the IPO, from which the company will not receive any proceeds.
For the year ended December 31, 2024, revenue decreased by 2.37% to $6,673,297 from $6,835,504 in 2023, and the company reported a net loss of $911,946, a significant decline from a net profit of $330,172 in 2023.
For the three months ended March 31, 2025, revenue sharply decreased by 34.44% to $1,179,630 from $1,799,397 in the same period of 2024, resulting in a net loss of $271,672 compared to a net income of $54,023 in Q1 2024.
The company's auditor has expressed substantial doubt about its ability to continue as a going concern, citing a working capital deficit of $1,422,099 and an accumulated deficit of $1,750,074 as of March 31, 2025.
Society Pass Incorporated, the current majority stockholder, will retain 74.25% of the company's voting power post-IPO, making Thoughtful Media Group a controlled company under Nasdaq rules, though it does not currently intend to rely on related exemptions.
A legal proceeding resulted in an arbitration award against the company's subsidiary, Adactive Media, Inc., for $705,537 plus 5.33% annual interest from December 2, 2021, with a judgment enforcement received on May 29, 2025.

Sentiment

Score: 2

Explanation: The sentiment is highly negative due to significant financial deterioration, including substantial net losses, declining revenues, and a worsening working capital deficit. The auditor's explicit 'going concern' doubt is a critical red flag. While the IPO aims to raise capital, the underlying business performance and market challenges present considerable risks, outweighing any positive aspects of market expansion plans.

Positives

The company is actively pursuing an Initial Public Offering (IPO) to raise significant capital, with estimated net proceeds of approximately $15.1 million, which could address its working capital deficit and fund strategic initiatives.
Proceeds from the IPO are earmarked for strategic growth, including approximately $4.5 million for mergers and acquisitions and $2.3 million for market expansion, indicating a clear growth strategy.
The company has a long-standing presence in the Southeast Asia (SEA) digital advertising market since 2010, with a network of over 10,000 influencers and operations in Thailand, Vietnam, Indonesia, and the Philippines.
Thoughtful Media Group has diversified its service offerings beyond Multi-Channel Networks (MCN) and premium digital advertising to include social commerce, sports marketing, production house, and music entertainment, aiming for future revenue diversification.
The company boasts impressive MCN metrics, including consistently exceeding 800 million monthly YouTube views, averaging 1 billion monthly views in 2023 and 2024, and a lifetime view count surpassing 110 billion as of December 31, 2024.
The company has received industry recognition, including being acknowledged by YouTube Thailand as the top-growing MCN channel in July 2023 and holding the title of a YouTube Certified Partner by Google.
Management has implemented an overall cost control since the beginning of 2024, which contributed to a slight decrease in general and administrative expenses for the year ended December 31, 2024, and the three months ended March 31, 2025.

Negatives

The company has a limited operating history as a stand-alone entity since July 2022, making it difficult to evaluate future business prospects and adapt to market changes.
The company incurred a net loss of $911,946 for the year ended December 31, 2024, a significant deterioration from a net income of $330,172 in 2023.
Revenue decreased by 2.37% in 2024 compared to 2023, and by a substantial 34.44% for the three months ended March 31, 2025, compared to the same period in 2024.
Gross profit margin declined from 27.53% in 2023 to 23.22% in 2024, and further to 14.88% in Q1 2025, primarily due to higher creator payments and fewer new projects in premium digital advertising, and stricter monetization rules on YouTube for MCN services.
The company has a significant working capital deficit of $1,422,099 and an accumulated deficit of $1,750,074 as of March 31, 2025, raising substantial doubt about its ability to continue as a going concern.
A provision for settlement of litigation of $818,352 significantly impacted other expenses in 2024, contributing to the net loss.
MCN revenue, a primary source, decreased due to YouTube algorithm changes and market saturation, and the company cannot predict or forecast future trends for these external factors.
The company's expansion into Singapore and Malaysia for MCN operations is still in the development phase, facing challenges with existing creator contracts and requiring significant time and investment to build relationships.
The company will lose financial support from its parent company, Society Pass, after the IPO, which could harm its ability to meet capital needs and may incur higher debt servicing costs as an independent entity.
The company's dual-class share structure with different voting rights (Series X Super Voting Preferred Stock having 1,000 votes per share) may limit the influence of common stockholders and could discourage change of control transactions.

Risks

Limited operating history makes it difficult to evaluate business prospects and adapt to market changes.
Incurred operating losses in the past and may not achieve or sustain profitability or positive cash flow.
Auditor has expressed substantial doubt about the ability to continue as a going concern due to working capital and accumulated deficits.
Reliance on third-party mass media platforms (YouTube, TikTok) for content delivery and monetization, with risks from platform failures, disruptions, or policy changes (e.g., YouTube algorithm changes, potential platform bans).
Intense competition for advertisers and creative influencers from large internet companies (Meta, Google, Amazon, X) and other media/advertising firms.
Dependence on third-party content providers, with risks of losing access to content or unfavorable licensing terms.
Risks associated with international expansion, including economic slowdowns, political/social instability, and changes in government policies in Southeast Asia.
Uncertainties with legal systems in certain SEA markets, making it difficult to enforce legal rights or judgments.
Fluctuations in foreign currency exchange rates (Thai Baht, Vietnamese Dong, Indonesian Rupiah, Philippine Pesos, Malaysian Ringgit, Singapore Dollar) can adversely affect financial results.
Potential liabilities and unforeseen costs related to content licensed and/or distributed, including defamation, copyright infringement, and misinformation claims.
Compliance with evolving privacy and data security regulations (e.g., Personal Data Protection Act 2019 in Thailand) poses risks of lawsuits, regulatory fines, and significant resource expenditure.
Failure to convince advertisers of the benefits of advertising on the platform could harm business and financial condition.
Acquisitions and investments in other companies or technologies could divert management's attention, disrupt operations, and may not yield anticipated benefits or could result in significant impairment charges.
Inability to attract, retain, and motivate highly skilled key personnel could harm business growth.
The company will be a controlled company under Nasdaq rules, and if it relies on exemptions, common stockholders may not have the same protections as those in fully compliant companies.
The dual-class share structure limits common stockholders' ability to influence corporate matters and could discourage change of control transactions.
Conflicts of interest may arise due to Society Pass's controlling ownership and overlapping directors/executive officers.
Limited public market for securities and no assurance of an active trading market developing or being sustained.
Inability to satisfy Nasdaq listing requirements or maintain listing could impair stock liquidity and price.
The trading price of common stock is likely to be volatile, especially given the relatively small public float.
Investors will face immediate and substantial dilution in net tangible book value per share.
Future equity offerings could result in further dilution to stockholders.
No expectation of declaring dividends in the foreseeable future, meaning investors will rely solely on stock price appreciation.
Conversion of Convertible Notes and issuance of Underwriter Warrants will have a dilutive effect on stock.

Future Outlook

The company plans to use the net proceeds from the IPO for mergers and acquisitions, market expansion into new Southeast Asian countries like Malaysia and Singapore, and for working capital. Management believes it has sufficient liquidity for at least the next 12 months, but acknowledges that continued growth and operations are dependent on securing additional financing through public or private offerings, as financial support from Society Pass will cease post-IPO. The company aims to continue expanding its influencer network, collaborating with advertisers and influencers, and building an active social media presence. However, it notes that MCN revenue trends are difficult to predict due to rapid changes in social media platforms and external factors, and that its music entertainment vertical is still in its introductory stage requiring marketing investment.

Management Comments

"Thoughtful Media Group's mission is to be the premier digital advertising company servicing advertisers, merchants, and our over 10,000 content creators or influencers throughout Southeast Asia (SEA)."
"We pride ourselves on our innovative approach to marketing and advertising, leveraging social media's power to reach and engage audiences effectively throughout SEA and indeed the globe."
"Because we are locally staffed but regionally focused, TMG understands the ever-changing market trends and dynamics in SEA and advises our advertisers with the most up-to-date market intelligence throughout the SEA region."
"The Company has no basis to believe that this quarter to quarter revenue decrease is an indication of future revenue performance."
"With the rapid changes in social media platforms, it is not possible to predict or forecast any trends for the aforementioned algorithm changes or market saturation. Further, external factors such as global events, cultural shifts, or trends will affect influence viewer behavior."
"We believe that premium digital advertising services revenue will remain at a higher proportion of our revenue as we expand into Malaysia and Singapore."
"While the Company believes that it will be able to continue to grow the Company's revenue base and control expenditures, there is no assurance that it will be able to achieve these goals."
"Management believes the Company is currently pursuing its growth strategy and seeking additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain its operations."
"Our business emphasizes innovation and prioritizes long-term customer and user engagement. That strategy may yield results that sometimes do not align with the market's expectations."
"Our future success depends on our continuing ability to attract, develop, motivate, and retain highly qualified and skilled employees."

Industry Context

The digital advertising and influencer marketing industry in Southeast Asia (SEA) is experiencing significant growth, with the internet economy projected to reach $1 trillion by 2030 and influencer advertising market expected to hit $693.70 million by 2024 with a 12.80% CAGR from 2023-2027. Thoughtful Media Group operates within this expanding market, leveraging the high social media engagement (over 70% of SEA population active) and smartphone penetration (nearly 90% of internet users). However, the Multi-Channel Network (MCN) segment, a core part of TMG's business, faces increasing market saturation and stricter monetization policies from platforms like YouTube, leading to downward pressure on revenue. The company's strategy to diversify into social commerce, sports marketing, and music entertainment aligns with broader trends of integrating e-commerce and live events with digital content, but these new verticals are still nascent.

Comparison to Industry Standards

The document highlights that the MCN market is estimated to have reached $3.6 billion in 2022 and is projected to grow to $6.1 billion by 2032 with a CAGR of 5.5%. Thoughtful Media Group's MCN monthly YouTube views consistently exceed 800 million, averaging 1 billion monthly views in 2023 and 2024, and a lifetime view count surpassing 110 billion, indicating a strong presence in terms of audience reach within the MCN sector.
The company's MCN subscriber base of 251 million and 248 channels as of December 31, 2024, along with 34 Gold Buttons and 149 Silver Buttons from YouTube, suggests a significant scale and recognition within the YouTube creator ecosystem, positioning it as one of the first established MCNs in the APAC market.
While the document mentions that the average advertisement spending per internet user in the Influencer Advertising market is projected to amount to $1.13 in 2023, it does not provide specific comparable metrics for Thoughtful Media Group's own advertising spending efficiency or return on investment relative to industry benchmarks or competitors like Meta, Google, Amazon, or X (formerly Twitter).
The document notes that the MCN industry is intensely competitive with new and evolving players, and that large internet companies have significant competitive advantages in advertising. However, it does not offer specific comparative financial or operational data against these direct competitors or other MCNs to assess its relative performance or market share.
The company's gross profit margin for MCN services declined from 14.71% in 2023 to 12.94% in 2024, and further to 9.11% in Q1 2025, partly due to stricter YouTube monetization rules. This indicates a potential challenge in maintaining profitability compared to industry peers who might be navigating similar platform changes more effectively or have more diversified revenue streams within their MCNs.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Executive Chairwoman	NA	Heather Maynard	October 2023	Appointed to chair the Executive Committee and represent Society Pass on the board.
Chief Financial Officer	NA	Heng Xue Li	June 2023	Promoted from Thailand Country General Manager (April 2023) to CFO of Thoughtful Media Group.
Audit Committee Chair	NA	Michael Anthony Izzi	June 2024	Appointed as an independent director and chair of the Audit Committee.
Compensation Committee Chair	NA	Joy Leigh Freed	NA	Appointed as an independent director and chair of the Compensation Committee.
Nominating and Corporate Governance Committee Chair	NA	Julianne Trinh	June 2024	Appointed as an independent director and chair of the Nominating and Corporate Governance Committee.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Committee Establishment	The Board of Directors has established an Executive Committee, an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee.	NA	Enhances corporate oversight and aligns with public company governance standards, though specific effective dates for all committees are not provided.
Independent Director Appointments	Julianne Trinh, Michael Anthony Izzi, and Joy Leigh Freed have been determined to be independent directors as per Nasdaq rules and Rule 10A-3 of the Exchange Act.	NA	Strengthens board independence and compliance with listing requirements, particularly for audit and compensation committees.
Audit Committee Financial Expert Designation	Michael Anthony Izzi qualifies as an audit committee financial expert.	NA	Ensures specialized financial expertise on the Audit Committee, enhancing financial reporting oversight.
Code of Business Conduct and Ethics Adoption	A written code of business conduct and ethics will be adopted for directors, officers, and employees prior to the IPO.	Prior to IPO consummation	Establishes ethical guidelines and promotes a culture of compliance, a standard practice for public companies.
Controlled Company Status	Upon IPO consummation, Society Pass Incorporated will control 74.25% of voting power, making the company a 'controlled company' under Nasdaq rules, allowing it to rely on exemptions from certain corporate governance requirements (e.g., majority independent board, independent compensation/nominating committees).	Upon IPO consummation	While the company currently does not intend to rely on these exemptions, the potential to do so could reduce protections for common stockholders compared to companies subject to all Nasdaq governance requirements.
Dual-Class Share Structure	The company has a dual-class share structure with Common Stock (1 vote/share) and Series X Super Voting Preferred Stock (1,000 votes/share), though no Super Voting Preferred Stock will be issued prior to the IPO.	NA	Concentrates voting power, potentially limiting common stockholders' influence on corporate matters and discouraging change of control transactions, which could adversely affect stock value and liquidity.
Anti-Takeover Provisions	The company is subject to Nevada Revised Statutes sections 78.378 to 78.3793 (control share provisions) and 78.411 through 78.444 (interested stockholder transactions), and its Articles of Incorporation and Bylaws include advance notice requirements for stockholder proposals and director nominations, and authorized but unissued shares.	NA	These provisions could delay or prevent a tender offer or takeover attempt, potentially limiting opportunities for stockholders to receive a premium for their shares.

Legal Proceedings

On December 2, 2021, an arbitration tribunal issued a final award against Adactive Media, Inc. (Adactive Delaware), Adactive Media CA, Inc., and Thoughtful (Thailand) Co., Ltd. (entities now part of Thoughtful Media Group Incorporated), ordering them to pay $705,537 for legal fees and costs to the respondents of an arbitration, at an annual interest rate of 5.33% until full payment.
Management received the Final Award in September 2024 and recorded the judgment as liabilities of the Company, even though no judgment enforcement or collection procedure had been initiated in California or Thailand at that time.
On May 29, 2025, the respondents initiated judgment enforcement in California and received a judgment award from the United States District Court of Central District of California, which confirmed the arbitration awards and awarded post-award interest, but deferred a decision on legal costs pending sufficient details or evidence.

Related Party Transactions

As of March 31, 2025, amounts due to related parties totaled $1,186,841, and as of December 31, 2024, they totaled $1,010,626. These amounts are non-trade, unsecured, interest-free, and have no fixed terms of repayment, and are primarily due to Society Pass Incorporated and its subsidiaries (SoPa Technology Pte Ltd, SoPa Technology Co Ltd, Hottab Vietnam Co Ltd, Nusatrip Singapore Pte Ltd).
The company had sales transactions with related companies amounting to $583,981 during 2024 and $816,913 during 2023, and $0 for the three months ended March 31, 2025, compared to $250,113 for the same period in 2024.
After the consummation of the IPO, the company will repay outstanding loans made by Society Pass Incorporated in the aggregate amount of $152,615.
Heng Xue Li (CFO), Sumit Agrawal (CTO), and Quynh Vo (CMO) are currently also employees of Society Pass subsidiaries but will be paid by Thoughtful Media Group after the IPO, and new employment agreements will be entered into with them.
Heather Maynard, Executive Chairwoman, has an employment agreement with the company and also owns an 80% equity interest in H&D Mediterranean, a real estate investing and management business in France, where Dennis Nguyen (founder and then-CEO of Society Pass) owns 20%.

Stakeholder Impact

**Shareholders (Existing & New):** Existing shareholders, particularly Society Pass, will maintain significant control (74.25% voting power post-IPO). New investors will face immediate and substantial dilution of $3.80 per share in net tangible book value. The company's history of operating losses, current net losses, and auditor's going concern doubt pose significant risks to investment value. The dual-class share structure further limits common shareholder influence. Future equity offerings could lead to additional dilution.
**Employees:** Key executives (CFO, CTO, CMO) will transition to direct employment with Thoughtful Media Group post-IPO, potentially clarifying reporting lines and compensation structures. The company employs over 60 professionals across SEA offices. The company's ability to attract and retain skilled personnel is crucial for its growth strategies.
**Customers & Advertisers:** The company aims to expand its client base and offer diversified services (MCN, PDA, social commerce, sports marketing, music entertainment). However, declining revenue in Q1 2025 due to project delays and MCN revenue decreases from YouTube algorithm changes could impact service delivery or perceived value for customers.
**Suppliers & Content Creators:** The company relies heavily on third-party mass media platforms (YouTube, TikTok) and content creators. Changes in platform policies or market saturation directly impact the company's ability to monetize content and support creators. The company's financial health and ability to secure additional financing will affect its capacity to pay creators and vendors.
**Creditors:** The company has a significant working capital deficit and accumulated deficit, raising concerns about its ability to meet short-term obligations. The auditor's going concern opinion indicates heightened risk for creditors. Amounts due to related parties are unsecured and interest-free, but other payables, including a substantial litigation settlement, represent immediate liabilities.

Next Steps

Complete the initial public offering (IPO) and list Common Stock on the Nasdaq Capital Market under the symbol TMGX, subject to Nasdaq's final approval.
Repay outstanding loans to Society Pass Incorporated in the aggregate amount of $152,615 after the consummation of the IPO to complete the separation.
Allocate net proceeds from the IPO for mergers and acquisitions (approximately $4,529,737), market expansion (approximately $2,264,868), and working capital and general corporate purposes (approximately $8,304,518).
Enter into new employment agreements with Heng Xue Li (CFO), Sumit Agrawal (CTO), and Quynh Vo (CMO) to replace their current agreements with Society Pass subsidiaries, effective when Common Stock commences trading on Nasdaq.
Continue pursuing business growth strategies, including expanding the influencer network, collaborating with advertisers and influencers, and building an active social media presence.
Further develop and expand sports marketing, production house, and music entertainment verticals, with plans to offer Sports Marketing services in existing offices in 2025.
Explore and consider acquiring additional enterprises in Southeast Asia that are complementary to existing operations, particularly in new markets such as Malaysia and Singapore.
Monitor foreign exchange exposure and consider hedging significant foreign exchange exposure should the need arise.

Key Dates

Date	Description
2010	AdActive Media CA Inc. (an operating entity) was established.
September 2, 2014	Thoughtful (Thailand) Co. Ltd (TTCL) was incorporated and ventured into the Thailand market.
January 17, 2015	Thoughtful Media (Singapore) Pte. Ltd. (FKA: Hottab Pte. Ltd.) was incorporated.
April 2015	Kriangkrai Chaimongkol worked as Group Account Director of MSTF in Myanmar.
April 2016	Kriangkrai Chaimongkol worked as Group Account Director of J. Walter Thompson in Thailand.
January 2017	Kriangkrai Chaimongkol worked as Executive Director of ADK Connect (Thailand) Co., Ltd.
July 25, 2019	Thoughtful Media Group Co. Ltd (TMGL) in Vietnam was incorporated.
December 2, 2021	An arbitration tribunal issued a final award against Adactive Media, Inc. (Adactive Delaware), Adactive Media CA, Inc. and Thoughtful (Thailand) Co., Ltd. for $705,537 plus 5.33% annual interest.
January 11, 2022	Thoughtful Media (Philippines) Incorporated (TMPI) was incorporated.
January 14, 2022	PT Thoughtful Media Group Indonesia (TMGI) was incorporated.
July 7, 2022	Society Pass (SOPA) and TMG collectively acquired 99.75% of TTCL and AAMC.
October 2022	Lease term for principal executive offices in Bangkok began (36 months).
November 1, 2022	AdActive Media CA, Inc. (subsidiary of Society Pass) entered into an employment agreement with Quynh Vo.
January 2, 2023	Reorganization transactions completed, and 50,000 shares of Series X Super Voting Preferred Stock were designated and later canceled.
February 2, 2023	Entered into an employment agreement with Kriangkrai Chaimongkol, CEO.
March 2023	Kriangkrai Chaimongkol joined the company as CEO.
April 2023	Heng Xue Li was promoted to Thailand Country General Manager and assumed the role of CFO of Thoughtful Media Group in June 2023.
May 22, 2023	TMG and SOPA acquired additional issued capital in TTCL.
June 2023	TMG acquired NeWave, an Indonesia-based Key Opinion Leader (KOL) Management agency.
July 2023	YouTube Thailand acknowledged the Multi-Channel Network business as the top-growing MCN channel from the YouTube Super Bootcamps and Activation program.
July 31, 2023	New Retail Experience Incorporated (subsidiary of Society Pass) entered into an employment agreement with Sumit Agrawal.
September 21, 2023	Society Pass Board of Directors approved an initial public offering of the Company and authorization of Convertible Notes.
September 30, 2023	Society Pass, Heather Maynard, and the Company entered into an employment agreement for Heather Maynard to serve as Executive Chairwoman.
October 2023	Heather Maynard was appointed Executive Chairwoman.
October 18, 2023	Thoughtful Media (Malaysia) Sdn. Bhd. (TMGM) was incorporated.
October 25, 2023	Completed internal restructuring of Hottab Pte Ltd (now TMGS) to be 100% owned by the Company.
March 2024	Started local live music events in Indonesia.
June 21, 2024	Board designated 75,000 shares of Series X Super Voting Preferred Stock and approved issuance to Heather Maynard. Also, recapitalization with Society Pass completed, issuing an additional 7,900,000 shares of Common Stock to Society Pass.
July 1, 2024	Entered into binding term sheets for Convertible Notes with Creative Vision Digital Limited, Grit Securities Limited, Su Feng WANG, XuZhong XU, Zhe ZHOU, and YuZhang ZHOU.
July 12, 2024	Issued an additional 8,000,000 shares of Common Stock to Society Pass.
July 17, 2024	Entered into securities purchase agreements (July SPAs) for a private placement of Convertible Notes with a principal amount of $5,000,000.
August 12, 2024	Entered into two additional binding term sheets for Convertible Notes with G Bridge Global Investment Limited and GRIT Multi-Strategies Investment Company Limited.
August 14, 2024	Filed certificate of designation of the Series X Super Voting Preferred Stock with the Secretary of State of Nevada upon receipt of subscription and acceptance agreement for 75,000 shares from Heather Maynard. Also, Amendment No. 1 to the Securities Purchase Agreement dated July 17, 2024, entered by and between Thoughtful Media Group Incorporated and Creative Vision Digital Limited and Grit Securities Limited.
September 20, 2024	Company mutually terminated July SPAs with four individual investors (Su Feng WANG, XuZhong XU, Zhe ZHOU, and YuZhang ZHOU) due to unsatisfactory vetting and diligence. Executed long form documentation with Grit Multi-Strategies Investment Company Limited. Also, Amendment No. 2 to the Securities Purchase Agreement dated September 20, 2024, entered by and among Thoughtful Media Group Incorporated, Creative Vision Digital Limited and Grit Securities Limited.
September 2024	Five of the July SPAs for Convertible Notes were terminated.
October 2024	Remaining July SPAs for Convertible Notes were terminated.
October 11, 2024	Heather Maynard disclaimed all interests in the 75,000 shares of Series X Super Voting Preferred Stock, which were subsequently canceled.
October 15, 2024	Executed long form documentation with G Bridge Global Investment Limited. Terminated July SPA with Grit Securities Limited.
December 30, 2024	Entered into Convertible Note SPAs with Creative Vision Digital Limited, GRIT Multi-Strategies Investment Company Limited, and G Bridge Global Investment Limited for $900,000 each.
April 3, 2025	Date of the Independent Registered Public Accounting Firm's report on financial statements for 2023 and 2024.
May 29, 2025	Received judgment award from the United States District Court of Central District of California regarding the arbitration award.
June 2025	Completed Convertible Notes offerings and fully converted into 1,800,000 shares of Common Stock.
June 17, 2025	Issued Convertible Notes to G Bridge Global Investment Limited.
June 24, 2025	Purchasers elected to fully convert Convertible Notes.
June 25, 2025	Issued Convertible Notes to Creative Vision Digital Limited.
June 26, 2025	Issued Convertible Notes to GRIT Multi-Strategies Investment Company Limited.
June 27, 2025	Purchasers fully converted Convertible Notes.
July 18, 2025	Filing date of the S-1/A registration statement.

Recommendation

strong sell

Keywords

Digital Advertising, Influencer Marketing, Multi-Channel Network, MCN, Southeast Asia, SEA, IPO, Nasdaq, TMGX, SEC Filing, S-1/A, Financial Performance, Net Loss, Working Capital Deficit, Going Concern, Society Pass, Corporate Governance, Risk Factors, Content Creation, Social Media Advertising, YouTube, TikTok, Financial Reporting, Capital Raise, Dilution, Legal Proceedings

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