8-K

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): December20, 2022

SOCIETY

PASS INCORPORATED

(Exact name of registrant as specified in its charter)

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

(Address of principal executive offices)

(+65)

6518-9382

**(**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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act.

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. ☐

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Item5.07 Submission of Matters to a Vote of Security Holders.

Resultsof the Annual Meeting of Stockholders

Society Pass Incorporated (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on December 20, 2022.  An aggregate of 44,913,609 votes, or 72.8% of the Company’s 61,660,843 votes that were eligible to vote on each matter that came before the Annual Meeting, based on the record date of October 21, 2022 for the Annual Meeting, were present or voted at the Annual Meeting, constituting a quorum.

The following proposals were voted upon at the Annual Meeting, with the results of such voting as set forth below. The proposals are described in greater detail in the Company’s most recent definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission (“SEC”) on December 1, 2022 (the “Proxy Statement”).

ProposalNo. 1: To reelect each of Dennis Nguyen, Tan Bien Kiat, Jeremy Miller, Linda Cutler and John Mackay

ProposalNo. 2: To approve an amendment to the Company’s 2021 Equity Incentive Plan to increase the number of shares available for issuance thereunder by 4,000,000 common shares.

ProposalNo. 3: To ratify the appointment of Onestop Assurance PAC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 and until the next annual meeting of stockholders.

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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.

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