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): September 2, 2025

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:

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. ☐

Item3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on February 18, 2025, Society Pass Incorporated (the “Company”) received written notice (the “Delist Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the Company’s continued non-compliance with Rule 5550(b)(2) which requires that the Company shall maintain at least $2,500,000 stockholders’ equity (the “Equity Rule”), the Nasdaq staff determined to delist the Company’s common stock from the Nasdaq Capital Market effective on February 27, 2025 unless the Company timely requested an appeal of this determination before the Nasdaq Hearings Panel (the “Panel”). The Company timely requested a hearing (the “Hearing”) before the Panel, which stayed the suspension of the Company’s common stock pending the Panel’s decision, and the Hearing was held on April 1, 2025. On April 9, 2025, the Panel issued a decision that granted the Company’s request to continue its listing on Nasdaq until June 30, 2025. On July 15, 2025, the Panel issued an amended decision to further grant the Company’s request for an exception until August 18, 2025.

On September 2, 2025, the Company received a letter (“Compliance Letter”) from Nasdaq indicating that, the Company has demonstrated compliance with the Equity Rule, and the Company is therefore in compliance with the Nasdaq Capital Market’s continued listing requirements. Pursuant to Listing Rule 5815(d)(4)(B), the Company will be subject to a Mandatory Panel Monitor for a period of one year from the date of the Compliance Letter. If, within that one-year monitoring period, Nasdaq finds the Company again out of compliance with the Equity Rule, the Company will not be permitted to provide Nasdaq with a plan of compliance with respect to that deficiency, and Nasdaq will issue a Delist Determination Letter without giving the Company cure or compliance period pursuant to Rule 5810(c)(3).

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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.

Date: September 5, 2025

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