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): June27, 2023

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)

6518-9385

**(**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 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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Item 5.07 Submission of Matters to a Vote ofSecurity Holders.

Results of the Annual Meeting of Stockholders

Society Pass Incorporated (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 27, 2023.  An aggregate of 45,284,722 votes, or 71.69% of the Company’s 63,171,523 votes that were eligible to vote on each matter that came before the Annual Meeting, based on the record date of May 8, 2023 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 on May 17, 2023 (the “Proxy Statement”).

Proposal No. 1: Election of Directors Proposal

Proposal No. 2: Auditor Ratification Proposal

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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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