8-K
SOCIETY PASS INCORPORATED. (SOPA)
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): December 22, 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> of incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> Identification 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) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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.
| 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. ☐
Item 8.01 Other Events
As part of its ongoing corporate transformation, Society Pass Incorporated (the “Company”) announced the roll out of a comprehensive mergers and acquisition strategy to capture significant valuation arbitrage acquisition opportunities for privately-held companies in located in Southeast Asia, Europe and North America. In this regard, the Company plans to partner up with selected regional and global private equity firms to assist it with deal flow and execution to cement its market leadership in the AI data center, travel, digital advertising, and telecommunications sectors.
In addition, the Company issued press releases dated December 22, 2025, December 23, 2025, and December 29, 2025. Copies of the press releases are attached hereto as Exhibits 99.1, 99.2, and 99.3 and incorporated into this Item 8.01 by reference.
| 2 |
| --- |
Item9.01. Financial Statements and Exhibits.
(c)Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Report.
| No. | Description of Exhibit |
|---|---|
| 99.1* | Press Release dated December 22, 2025 |
| 99.2* | Press Release dated December 23, 2025 |
| 99.3* | Press Release dated December 29, 2025 |
| 104* | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Filed<br> herewith. |
| --- | --- |
| 3 |
| --- |
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> December 29, 2025 |
| 4 |
| --- |
Exhibit99.1
AscendiantCapital Markets: “Society Pass Inc (Nasdaq: SOPA) stock is undervalued and should be higher on NusaTrip valuation”
Society Pass Incorporated
NEW YORK, Dec. 22, 2025 (GLOBE NEWSWIRE) — Society Pass Incorporated (Nasdaq: SOPA) (“SOPA” or the “Company”), Southeast Asia’s (SEA) next generation e-commerce ecosystem, today highlights Ascendiant Capital Markets LLC’s (“Ascendiant”) recent equity research report on Society Pass Inc. as published on December 17, 2025.
ClickHere (on Society Pass website) or Here (on Ascendiant Capital Markets website) to view the full Ascendiant Capital Markets Equity Research Report.
SummaryPoints from Ascendiant’s Report:
| ● | Valuation very attractive: Ascendiant maintains BUY rating and raises our 12-month price target<br> to $22.50 from $22.00, based on a NPV analysis, representing significant upside from the<br> current share price. Ascendiant believes this valuation appropriately balances out SOPA’s<br> high risks with its high growth prospects and large upside opportunities. |
|---|---|
| ● | NusaTrip’s value is approximately $20 per share: NusaTrip value of approximately $125 million,<br> divided by 6.2 million SOPA shares outstanding equates to approximately $20 per share<br> of value. This is well above the current stock price of SOPA by almost approximately<br> 1,769%, which Ascendiant believes represents a significant undervaluation of SOPA shares. |
| --- | --- |
| ● | NusaTrip IPO and trading halt: In August 2025, NusaTrip went public on the NASDAQ under the ticker<br> “NUTR”. The company raised $17 million (4.3 million shares at $4.00 per share).<br> NusaTrip’s stock has been very strong since the IPO and was trading at $9.00 per share<br> on October 8, 2025. Ascendiant notes that NusaTrip’s stock is currently halted for<br> trading since October 9, 2025, due to SEC and NASDAQ investigations. NusaTrip has been responding<br> to inquiries from Nasdaq and we expect shares may resume trading soon. |
| --- | --- |
| ● | New investment strategy: In December, the Company recently announced that it will be focusing<br> on new investments in AI (artificial intelligence) companies. These include AI-driven software<br> and network infrastructure companies and privately held AI data centre, travel, digital advertising,<br> and telecommunications sectors in Asia and globally. |
| --- | --- |
| ● | IPO planned: In October 2023, SOPA announced plans to spin off two of its businesses in IPOs<br> in 2024 (originally planned), its digital advertising ecosystem, Thoughtful Media Group Inc.,<br> and its online travel platform, NusaTrip Inc. Ascendiant believes that these IPOs will drive<br> significant value to SOPA’s shareholders and will be key catalysts for the company<br> in 2025 and 2026. |
| --- | --- |
| ● | 1 IPO completed, another one should complete soon: Ascendiant expects Thoughtful Media<br> to IPO in early 2026. Ascendiant expects Thoughtful Media’s valuation to be comparable<br> to NusaTrip. With the current undervaluation of SOPA shares, Ascendiant does not believe<br> investors are giving SOPA any valuation for Thoughtful Media, so a strong IPO should be a<br> strong catalyst for SOPA shares. |
| --- | --- |
| ● | Reported Q3: The Company on November 14, 2025, reported its fiscal Q3 2025 results for the quarter<br> ending September 30, 2025. Revenue was $1.4 million (down 18% year-on-year), compared to<br> our estimates of $2.4 million. Earnings per share was $(0.84), compared to our estimates<br> of $(0.07) for Q3. There was no Q3 guidance or consensus estimates. |
| --- | --- |
| ● | Market opportunities: Ascendiant believes that continued strong economic expansion, robust population<br> growth, rising level of urbanization, the emergence of the middle class, and the increasing<br> rate of adoption of mobile technology provide large and fast-growing market opportunities<br> for Society Pass and other technology companies in SEA. |
| --- | --- |
AboutSociety Pass Inc.
Founded in 2018 as an e-commerce ecosystem in the fast-growing markets of Vietnam, Indonesia, Philippines, Singapore and Thailand, which account for more than 80% of the SEA population, and with offices located in Bangkok, Ho Chi Minh City, Jakarta, Manila, and Singapore, SocietyPass Incorporated (Nasdaq: SOPA) is an acquisition-focused holding company operating 3 interconnected verticals (digital media, travel, and lifestyle). Society Pass leverages technology to tailor a more personalised experience for customers in the purchase journey and to transform the entire retail value chain in SEA.
Society Pass completed an initial public offering and began trading on the Nasdaq under the ticker SOPA in November 2021.
For more information on Society Pass, please visit:
Website at https://www.thesocietypass.com or
LinkedIn at https://www.linkedin.com/company/societypass or
Facebook at https://www.facebook.com/thesocietypass or
X at https://twitter.com/society_pass or
Instagram at https://www.instagram.com/societypass/.
CautionaryNote Concerning Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the “safe harbour” provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the company’s intended M&A strategies, including possible future IPOs as well as the future performance or valuation of its stock. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate”, “estimate”, “expect”, “project”, “plan”, “intend”, “believe”, “may”, “will”, “should”, “can have”, “likely” and other words and terms of similar meaning. Forward-looking statements represent Society Pass Incorporated’s current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions, including the trading price and volatility of Society Pass Incorporated’s common stock and risks relating to Society Pass Incorporated’s business, identify potential acquisition target and proposed IPO of Thoughtful Media.
MediaContact:
Raynuald LIANG
Chief Executive Officer
ray@thesocietypass.com
Exhibit99.2
GreenridgeGlobal: Positive Developments At Society Pass Inc. (Nasdaq: SOPA) Overlooked By The Market
Society Pass Incorporated
NEW YORK, Dec. 23, 2025 (GLOBE NEWSWIRE) — Society Pass Incorporated (Nasdaq: SOPA) (“SOPA” or the “Company”), Southeast Asia’s (SEA) next generation e-commerce ecosystem, today highlights a recent equity research report on Society Pass Inc. from Greenridge Global LLC (“Greenridge”) as published on December 22, 2025.
ClickHere (on Society Pass website) to view the full Greenridge Global Equity Research Report.
SummaryPoints from Greenridge’s Report:
| ● | NusaTrip Completes IPO & Forges Ahead with Growth Plans:<br>NusaTrip Inc [Nasdaq: NUTR] completed its IPO on August 18, 2025, raising a total of $17,250,000. Over the last two years,<br>NusaTrip veered from the B2C channel and refocused on B2B, partnering with Agoda and other OTAs on flights and deepening relationships<br>with airline carriers around SEA. This was done while redeveloping its software to enable it to be the low-cost provider with the biggest<br>supply on SEA routes, which has led to significant growth over the course of 2025, including over $100 million in GMV with Agoda on a<br>quarterly basis. This top and bottom-line growth should only accelerate after it connects with Agoda for hotels, and expands its higher<br>margin ancillary products and services, like seat selection and travel insurance. As it continues to build its airline and hotel relationships,<br>Greenridge expects NusaTrip to eventually move into the higher margin B2C space. NUTR is currently priced at $9.00 per share, giving<br>a value to SOPA of $126,000,000, based on the 14.0 million shares it holds. Unfortunately, NUTR’s stock seems to have been swept<br>up in the trading halts that have hit other recently listed companies, with the key difference being that those companies had been doing<br>little in terms of press releases, conference presentations, and investor outreach. Greenridge expects the halt to be lifted in the near<br>future. |
|---|---|
| ● | TMG Set For IPO: Thoughtful Media Group Inc‘s<br>[Nasdaq: TMGX] IPO has been in the works for some time, but appears to have been slowed by the shutdown and delays with Nasdaq, which<br>seems to be the case for many listings. The underlying business has undergone changes, with the MCN business in decline. TMG is focusing<br>on maintaining its MCN business by expanding into other channels, like Facebook and TikTok, while offering more incentives and perks<br>to content creators. More importantly, the much higher margin Premium business has become the focus of TMG, and should see increased<br>demand around SEA from recent marketing efforts and from business coming via NusaTrip and its partners. Of the roughly $17,250,000 being<br>raised in the IPO, TMG plans to use the funds for M&A and market expansion opportunities. At a possible $4.00 IPO price (the low<br>end of the range), TMG would have a pre-money valuation of $71.2 million. SOPA has had to escrow 3,000,000 shares of TMG relating to<br>a court case filed in 2019 over a stock warrant. From a valuation standpoint, to be conservative, Greenridge believes SOPA’s 13,000,000<br>shares of TMG could be valued at $52,000,000. |
| --- | --- |
| ● | Entering The AI Business Via Acquisitions: Last week,<br>the Company announced it would acquire and operate AI software and infrastructure companies in SEA, Europe and North America. The demand<br>in this space, using the cash and listed vehicle to enter this market seems like a reasonable next step. Management has been unable to<br>disclose its plans in greater detail, but noted in the press release that deals are expected in the next few months. |
| --- | --- |
| ● | Model Update: Greenridge’s updated model reflects<br>corporate overhead and the financial results from SOPA’s two key operating assets, NusaTrip and Thoughtful Media. Greenridge’s<br>new estimates call for 2025 Revenue of $7.4 million with a loss of $0.15 per share, and $0.16 per share of earnings in 2026 on Revenue<br>of $18.2 million. Greenridge believes the Company’s potential 2026 growth is a reflection of the strong growth potential expected<br>with NusaTrip from its flight and hotel expansion with Agoda, and should be a starting point for the potential NUTR has to expand its<br>business. |
| --- | --- |
| ● | Operational Right-sizing & AI Integration: From<br>a corporate standpoint, management has replaced numerous back-office jobs with AI and invested in software upgrades that are helping<br>NusaTrip in particular grow. Greenridge visited SOPA’s office twice in the second half of 2025 and can attest that management is<br>running a tight, cost control focused operation. The Company has seen management and Board changes, however based on meetings and conversations<br>with CEO Ray Liang and CFO Yee Siong Tan, along with NusaTrip’s CEO Anson Neo, Greenridge is confident in the direction of the<br>Company. SOPA has financed operations through small private placements, and more recently, a $1.88 million ATM offering and a $4.3 million<br>convertible note, with funds going to cover IPO-related fees for NUTR and TMGX. |
| --- | --- |
| ● | Maintaining Rating & Reducing Target Price: There<br>have been numerous updates since Greenridge’s last report, and Greenridge believes that the Company seems to be in a strong position<br>with cash on hand after the first of its two IPOs, what looks to be a very strong NusaTrip business with a lot of blue sky ahead, and<br>the potential for value add acquisitions in the AI space. The stock seems to be pricing none of this in as it trades below net cash.<br>Greenridge is optimistic on the near term and long-term outlook on Society Pass and its operating assets, and as such are reiterating<br>our Buy rating. Based on valuation, Greenridge is reducing its target price from $45.00 to $25.00 given the changes since the last update.<br>Greenridge’s target price is based on the current market value of SOPA’s holding in NUTR shares, and 50% of the expected<br>IPO value of its shareholding in TMGX (excluding the escrowed shares). Greenridge believes that the discount is likely due to the fact<br>the second IPO has not yet completed. |
| --- | --- |
AboutSociety Pass Inc.
Founded in 2018 as an e-commerce ecosystem in the fast-growing markets of Vietnam, Indonesia, Philippines, Singapore and Thailand, which account for more than 80% of the SEA population, and with offices located in Bangkok, Ho Chi Minh City, Jakarta, Manila, and Singapore, SocietyPass Incorporated (Nasdaq: SOPA) is an acquisition-focused holding company operating 3 interconnected verticals (digital media, travel, and lifestyle). Society Pass leverages technology to tailor a more personalised experience for customers in the purchase journey and to transform the entire retail value chain in SEA.
Society Pass completed an initial public offering and began trading on the Nasdaq under the ticker SOPA in November 2021.
For more information on Society Pass, please visit:
Website at https://www.thesocietypass.com or
LinkedIn at https://www.linkedin.com/company/societypass or
Facebook at https://www.facebook.com/thesocietypass or
X at https://twitter.com/society_pass or
Instagram at https://www.instagram.com/societypass/.
*CautionaryNote Concerning Forward-Looking Statements*
This press release contains “forward-looking statements” within the meaning of the “safe harbour” provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the company’s intended M&A strategies, including possible future IPOs as well as the future performance or valuation of its stock . You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate”, “estimate”, “expect”, “project”, “plan”, “intend”, “believe”, “may”, “will”, “should”, “can have”, “likely” and other words and terms of similar meaning. Forward-looking statements represent Society Pass Incorporated’s current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions, including the trading price and volatility of Society Pass Incorporated’s common stock and risks relating to Society Pass Incorporated’s business, identify potential acquisition target and proposed IPO of Thoughtful Media.
MediaContact:
Raynuald LIANG
Chief Executive Officer
ray@thesocietypass.com
Exhibit99.3
SocietyPass Incorporated (Nasdaq: SOPA) and Thoughtful Media Group Incorporated
Society Pass Incorporated
TargetUS$90 Billion Southeast Asian Live Commerce Market and Launch Live Selling Platform for Regional Brands and Creators
NEW YORK, Dec. 29, 2025 (GLOBE NEWSWIRE) -- Society Pass Incorporated.(Nasdaq: SOPA) (the “Company”), Southeast Asia’s (“SEA”) next generation e-commerce ecosystem, and its subsidiary, Thoughtful MediaGroup Incorporated (“TMGX”), today announced the launch of TMG Social (TikTok: @TMGSocial), TMGX’s live commerce digital retail advertising platform in Thailand, as part of efforts to capture significant market share of what Bain & Company projects is a $90 billion social commerce market, and redefine the live commerce experience in SEA.
TMG social at Tik Tok
TMG live Stream
Having evolved from being just a mere trend in SEA, major e-commerce platforms such as TikTok, Shopee, and Lazada have transformed live streaming into a high-octane sales engine that connects brands with consumers. As a leader in digital marketing across the region, TMGX provides specialized live selling services for brands looking to accelerate revenues with its distinct competitive advantage derived from its comprehensive +10,000 influencer and creator network. By leveraging the loyal support and engagement of each creator’s audience, TMGX seeks to foster a high value ‘creator economy’ cycle that drives rapid, large-scale growth.
Kriangkrai Chaimonglol, CEO of TMGX, explains, “Our strategic focus remains on core sectors where TMGX has built a robust portfolio of clients over the years, including fast-moving consumer goods, Beauty & Wellness, Personal Care, and Food & Beverage. With this specialized expertise, TMGX projects a revenue target of US$10 million in 2026 specifically from our TMGX Social business unit. TMGX’s Live Selling services deliver clear and measurable digital marketing results through real-time conversions. We prioritize performance and transparency by tracking gross merchandise value for every sales campaign. This data-driven approach empowers brands to further refine and develop their sales and marketing strategies for long-term sustainability.”
TMG Social provides the following:
| ● | Shoppable<br> Posts and In-Video Links: allows brands to create shoppable posts that include product tags and links, enabling users to click<br> on the products displayed in the videos and make purchases without leaving the app. |
|---|---|
| ● | Livestream<br> Shopping: offers live streaming capabilities, and brands can leverage this feature to host live shopping events where they showcase<br> products in real-time, interact with viewers, and encourage immediate purchases. |
| ● | Hashtag<br> Challenges with Shopping: Brands can run hashtag challenges on TikTok, where users are encouraged to create videos related to<br> a specific theme or product and add a feature called “Shop Now”, which allows users to directly shop for the products<br> featured in these challenges. |
| ● | Creator<br> Marketplace: allows brands to connect with popular creators for influencer marketing campaigns and product promotions. |
Heng Yan Rong, CFO of TMGX, clarifies TMGX’s revenue model for its live commerce product, “Our high margin, revenue generation within the social commerce vertical is strategically designed, employing diverse approaches for each segment:
| ● | Campaign, project and retainer fee. Within our social commerce services, we offer adaptable pricing structures to cater to varying<br> client needs. Clients have the flexibility to choose between paying on a per-campaign or per-project basis, or they can opt for a<br> retainer fee model for ongoing support. This versatility allows us to maximize revenue streams by incorporating a spectrum of service<br> items such as social commerce planning fees, social commerce solution fees, and account management fees. |
|---|---|
| ● | Livestreaming commerce. In the domain of livestreaming commerce, our revenue model is transparent and client friendly. Charges often are<br> based on a fixed fee. Moreover, we typically collect a commission, generating revenue through a percentage of sales. This dual-pronged<br> approach not only offers pricing flexibility but also serves as an incentive for effective product promotion through livestreaming<br> events.” |
Raynauld Liang, CEO of the Company, concludes, “TMG Social’s launch on TikTok Shop is another step in our multi-year strategy of engaging various touchpoints for the consumers. The companies in our ecosystem recognize that social commerce is the present and future of e-commerce in SEA. For example, in countries like Thailand and Vietnam, up to 60% of online purchases are now influenced by social media. We are uniquely positioned to generate serious value going forward for our customers and shareholders.”
AboutSociety Pass Inc.
Founded in 2018 as an e-commerce ecosystem in the fast-growing markets of Vietnam, Indonesia, Philippines, Singapore and Thailand, which account for more than 80% of the SEA population, and with offices located in Bangkok, Ho Chi Minh City, Jakarta, Manila, and Singapore, SocietyPass Incorporated (Nasdaq: SOPA) is an acquisition-focused holding company operating 3 interconnected verticals (digital media, travel, and lifestyle). Society Pass leverages technology to tailor a more personalised experience for customers in the purchase journey and to transform the entire retail value chain in SEA.
Society Pass completed an initial public offering and began trading on the Nasdaq under the ticker SOPA in November 2021.
For more information on Society Pass, please visit:
Website at https://www.thesocietypass.com or
LinkedIn at https://www.linkedin.com/company/societypass or
Facebook at https://www.facebook.com/thesocietypass or
X at https://twitter.com/society_pass or
Instagram at https://www.instagram.com/societypass/.
About ThoughtfulMedia Group Inc.
Founded in 2010, Thoughtful Media Group Incorporated is a leading digital advertising platform in Southeast Asia. Through our network of talented creators across multiple industries in Indonesia, Philippines, Thailand, and Vietnam, we help brands maximize marketing budgets and achieve business objectives through some of the most innovative marketing campaigns in the region.
For more information on Thoughtful Media, please visit:
Website at https://www.thoughtfulmedia.com or
LinkedIn at https://www.linkedin.com/company/thoughtful-media-group-inc or
Facebook at https://www.facebook.com/thoughtfulmediaasia or
Instagram at https://www.instagram.com/thoughtfulmedia.
CautionaryNote Concerning Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the “safe harbour” provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the projected revenue of TMGX in 2026. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate”, “estimate”, “expect”, “project”, “plan”, “intend”, “believe”, “may”, “will”, “should”, “can have”, “likely” and other words and terms of similar meaning. Forward-looking statements represent Society Pass Incorporated’s current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions, including the trading price and volatility of Society Pass Incorporated’s common stock and risks relating to Society Pass Incorporated’s business including the Company’s ability to develop and successfully change its business model, the Company’s ability to identify new investments and spin-off acquisitions, and the success of Company and TMGX’s launch of TMG Social and its commercialization.
MediaContact:
Raynuald LIANG
Chief Executive Officer
ray@thesocietypass.com