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 SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported): June 30, 2025
SOCIETY PASS INCORPORATED
(Exact name of registrant as specified in its charter)
| Nevada | 001-41037 | 83-1019155 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification Number) |
701 S. 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) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement 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 Stock, par value $0.0001 per share | SOPA | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 9.01 Financial Statements and Exhibits
On June 30, 2025, Society Pass Incorporated (the “Company”) furnished its unaudited condensed consolidated balance sheets as of May 31, 2025, and unaudited pro forma consolidated balance sheets as of June 30, 2025. The management estimates that the stockholders’ equity attributed to the Company as of June 30, 2025 will be approximately US$ 2,584,706, which is an excess of $2,500,000 stockholders’ equity rule for continued listing on the Nasdaq Capital Market set forth under Listing Rule 5550(b)(1).
(d) Exhibits
| Exhibit No. | Description of Exhibits |
|---|---|
| 99.1 | Unaudited condensed consolidated balance sheets as of May 31, 2025, and unaudited pro forma consolidated balance sheets as of June 30, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Society Pass Incorporated | ||
|---|---|---|
| By: | /s/ Raynauld Liang | |
| Name: | Raynauld Liang | |
| Title: | Chief Executive Officer | |
| Date: June 30, 2025 |
2
Exhibit 99.1
SOCIETY PASS INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Currency expressed in United States Dollars(“US$”))
| June 30,<br> 2025 | |||||
|---|---|---|---|---|---|
| (Proforma)^(1)^ | |||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 8,837,496 | $ | 12,137,496 | ||
| Restricted cash | 50,000 | 50,000 | |||
| Accounts receivable, net | 1,068,109 | 1,518,109 | |||
| Inventories | 147,773 | 147,773 | |||
| Contract assets | 350,292 | 350,292 | |||
| Deposits, prepayments and other receivables | 6,604,932 | 6,604,932 | |||
| Total current assets | 17,058,602 | 20,808,602 | |||
| Non-current assets: | |||||
| Intangible assets, net | 5,328,047 | 5,328,047 | |||
| Goodwill | 81,849 | 81,849 | |||
| Plant and equipment, net | 333,569 | 333,569 | |||
| Right of use assets, net | 773,103 | 773,103 | |||
| Deferred tax assets | 56,468 | 56,468 | |||
| Total non-current assets | 6,573,036 | 6,573,036 | |||
| TOTAL ASSETS | 23,631,638 | $ | 27,381,638 | ||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | |||||
| Current liabilities: | |||||
| Accounts payables | 4,990,451 | $ | 4,990,451 | ||
| Contract liabilities | 1,189,020 | 1,189,020 | |||
| Accrued liabilities and other payables | 17,439,632 | 17,976,132 | |||
| Due to related parties | 21,306 | 21,306 | |||
| Operating lease liabilities | 344,997 | 344,997 | |||
| Loan | 39,986 | 39,986 | |||
| Total current liabilities | 24,025,392 | 24,561,892 | |||
| Non-current liabilities | |||||
| Operating lease liabilities | 421,557 | 421,557 | |||
| Deferred tax liabilities | 69,000 | 69,000 | |||
| Total non-current liabilities | 490,557 | 490,557 | |||
| TOTAL LIABILITIES | 24,515,949 | 25,052,449 | |||
| 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, 6,333,333 shares authorized; 5,011,061 and 5,311,061 shares issued and outstanding as of May 31, 2025 and June 30, 2025, respectively | 501 | 531 | |||
| Subscription receivable | (636,338 | ) | (636,338 | ) | |
| Additional paid-in capital | 111,984,873 | 114,984,843 | |||
| 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 | 149,604 | 149,604 | |||
| Accumulated other comprehensive loss | (342,132 | ) | (342,132 | ) | |
| Accumulated deficit | (111,785,302 | ) | (111,571,802 | ) | |
| Total (deficit) surplus attributable to Society Pass Incorporated | (628,794 | ) | 2,584,706 | ||
| Non-controlling interest | (255,517 | ) | (255,517 | ) | |
| TOTAL SHAREHOLDERS’ EQUITY (DEFICIT) SURPLUS | (884,311 | ) | 2,329,189 | ||
| TOTAL LIABILITIES AND EQUITY | 23,631,638 | $ | 27,381,638 |
All values are in US Dollars.
| (1) | Pro forma as adjusted total surplus attributable to Society Pass Incorporated reflects the result of operations<br>during the period from April 1, 2025 to June 30, 2025, and the closing of the convertible notes and private placement as disclosed in<br>the notes below. |
|---|---|
| (2) | Pro forma as adjusted additional paid in capital reflects the net proceeds of $2,700,000 the Company received<br>from the convertible notes offering completed by Thoughtful Media Group Incorporated, a wholly owned subsidiary of Society Pass Incorporated<br>(“TMG”). TMG closed its convertible notes offerings pursuant to a securities purchase agreement dated July 17, 2024 entered<br>with Creative Vision Digital Limited, a securities purchase agreement dated July 17, 2024 entered with Grit Securities Limited, and a<br>securities purchase agreement dated July 17, 2024 entered with G Bridge Global Investment Limited. G Bridge Global Investment Limited<br>fully converted the convertible notes on June 24, 2025. Creative Vision Digital Limited fully converted the convertible notes on June<br>27, 2025. Grit Securities Limited fully converted the convertible notes on June 27, 2025. |
| --- | --- |
| (3) | Pro forma as adjusted additional paid in capital reflects the net proceeds of $300,000 the Company received<br>from a private placement transaction completed by a share purchase agreement dated June 23, 2025, entered by and between the Company and<br>Jeremy Ong Shu Jin. |
| --- | --- |