8-K - SOPA - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 18, 2025

SOCIETY

PASS INCORPORATED

(Exact name of registrant as specified in its charter)

Nevada	001-41037	83-1019155
(State<br> or other jurisdiction<br><br> <br><br><br> <br>of<br> incorporation)	(Commission<br><br> <br>File Number)	(IRS<br> Employer<br><br> <br><br><br> <br>Identification<br> Number)

701S. Carson Street, Suite 200 Carson City, Nevada 89701

(Address of principal executive offices)

(+65)

6518-9385

**(**Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act.

Title of each class	Trading Symbol	Name of each exchange on which registered
Common<br> Stock, par value $0.0001 per share	SOPA	The<br> Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item9.01 Financial Statements and Exhibits

On August 18, 2025, Society Pass Incorporated (the “Company”) furnished its unaudited condensed consolidated balance sheets as of June 30, 2025 on a pro forma basis as of August 18, 2025, which reflects the consummation of the initial public offering of NusaTrip Incorporated, a subsidiary of the Company (“NusaTrip”), on August 18, 2025, pursuant to which the Company received net proceeds of approximately $13,500,000.

(d) Exhibits

Exhibit No.	Description of Exhibits
99.1	Unaudited condensed consolidated balance sheets as of June 30, 2025 and unaudited pro forma consolidated balance sheets as of August 15, 2025 with the effect of Nusatrip IPO
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Society Pass Incorporated
	By:	/s/ Raynauld Liang
	Name:	Raynauld<br> Liang
	Title:	Chief<br> Executive Officer
Date:<br> August 18, 2025

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Exhibit99.1

SOCIETYPASS INCORPORATED

CONDENSEDCONSOLIDATED BALANCE SHEETS

(Currencyexpressed in United States Dollars (“US$”))

			August 15, 2025
			(Proforma)^(1)^
ASSETS
Current assets:
Cash and cash equivalents	8,218,805		$	21,009,098
Restricted cash	50,000			50,000
Accounts receivable, net	1,064,164			708,315
Inventories	127,843			127,843
Contract assets	327,267			327,267
Deposits, prepayments and other receivables	12,796,555			6,533,361
Total current assets	22,584,634			28,755,884
Non-current assets:
Intangible assets, net	5,311,177			5,311,177
Goodwill	81,849			81,849
Plant and equipment, net	347,106			347,106
Right of use assets, net	809,329			809,329
Deferred tax assets	58,350			58,350
Total non-current assets	6,607,811			6,607,811
TOTAL ASSETS	29,192,445		$	35,363,695
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payables	9,581,836		$	2,821,419
Contract liabilities	951,228			951,228
Accrued liabilities and other payables	15,492,850			15,492,850
Due to related parties	12,739			12,739
Operating lease liabilities	432,842			432,842
Loan	24,270			24,270
Total current liabilities	26,495,765			19,735,348
Non-current liabilities
Operating lease liabilities	377,776			377,776
Deferred tax liabilities	69,000			69,000
Total non-current liabilities	446,776			446,776
TOTAL LIABILITIES	26,942,541			20,182,124
COMMITMENTS AND CONTINGENCIES
Convertible preferred shares; 0.0001 par value, 5,000,000 shares authorized, 4,766,500 and 4,766,500 shares undesignated as of March 31, 2025 and December 31, 2024, respectively
Series A shares: 10,000 shares designated; 0 and 0 Series A shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively	—			—
Series B shares: 10,000 shares designated; 0 and 0 Series B shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively	—			—
Series B-1 shares: 15,000 shares designated; 0 and 0 Series B-1 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively	—			—
Series C shares: 15,000 shares designated; 0 and 0 Series C shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively, net of issuance cost	—			—
Series C-1 shares: 30,000 shares designated; 0 and 0 Series C-1 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively, net of issuance cost	—			—
SHAREHOLDERS’ EQUITY (DEFICIT) SURPLUS
Series X Super Voting Preferred Stock, 0.0001 par value, 153,500 shares designated; 153,500 and 153,500 Series X shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively	15			15
Common shares; 0.0001 par value, 50,000,000 shares authorized; 5,011,061 and 5,311,061 shares issued and outstanding as of May 31, 2025 and June 30, 2025, respectively	531			536
Subscription receivable	(381,111	)		(381,111	)
Additional paid-in capital	114,698,365			128,248,848
Less: Preferred stock held in treasury, at cost; 150,000 and 150,000 shares at May 31, 2025 and June 30, 2025, respectively	(15	)		(15	)
Less: Common shares held in treasury, at cost; 51,902 and 51,902 shares May 31, 2025 and June 30,2025, respectively	—			—
Accumulated other comprehensive loss	(380,449	)		(380,449	)
Accumulated deficit	(111,488,907	)		(112,091,618	)
Total (deficit) surplus attributable to Society Pass Incorporated	2,448,429			15,396,206
Non-controlling interest	(198,525	)		(214,635	)
TOTAL SHAREHOLDERS’ EQUITY (DEFICIT) SURPLUS	2,249,904			15,181,571
TOTAL LIABILITIES AND EQUITY	29,192,445		$	35,363,695

All values are in US Dollars.

(1)

Proforma as adjusted additional paid in capital reflects the net proceeds we expect to receive, after deducting underwriting fee, underwriter expense allowance and other expenses from the initial public offering (the “IPO”) of NusaTrip Incorporated, a subsidiary of the Company (“NusaTrip”). We received net proceeds of approximately $13,500,000 (gross offering proceeds of $15,000,000, less underwriting discounts of $1,050,000, non-accountable expense of 150,000 and offering expenses of $300,000, of which $263,194 have paid) from the IPO. The shares of common stock reflect the issuance and sale of 3,750,000 shares of common stock of NusaTrip at an initial public offering price of $4.00 per share after deducting underwriting discounts, underwriter expense allowance and other expenses.