UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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EXPLANATORY NOTE
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 $2,500,000 stockholders’ equity rule for continued listing on the Nasdaq Capital Market set forth under Listing Rule 5550(b)(1).
(d) Exhibits
| Exhibit No. | Description of Exhibits | |
| 99.1 | Unaudited condensed consolidated balance sheets as of May 31, 2025, and unaudited pro forma consolidated balance sheets as of June 30, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Society Pass Incorporated | ||
| By: | /s/ Raynauld Liang | |
| Name: | Raynauld Liang | |
| Title: | Chief Executive Officer | |
| Date: July 1, 2025 | ||
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Exhibit 99.1
SOCIETY PASS INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Currency expressed in United States Dollars (“US$”))
| May 31, 2025 | June 30, 2025 | |||||||
| (Unaudited) | (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 | ||||
| (1) | Pro forma as adjusted total surplus attributable to Society Pass Incorporated reflects the result of operations during the period from April 1, 2025 to June 30, 2025, and the closing of the convertible notes and private placement as disclosed in the notes below. |
| (2) | Pro forma as adjusted additional paid in capital reflects the net proceeds of $2,700,000 the Company received from the convertible notes offering completed by Thoughtful Media Group Incorporated, a wholly owned subsidiary of Society Pass Incorporated (“TMG”). TMG closed its convertible notes offerings pursuant to a securities purchase agreement dated July 17, 2024 entered with Creative Vision Digital Limited, a securities purchase agreement dated August 12, 2024 entered with GRIT Multi-Strategies Investment Company Limited and a securities purchase agreement dated July 17, 2024 entered with G Bridge Global Investment Limited. G Bridge Global Investment Limited fully converted the convertible notes on June 24, 2025. Creative Vision Digital Limited fully converted the convertible notes on June 27, 2025. GRIT Multi-Strategies Investment Company 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 from a private placement transaction completed by a share purchase agreement dated June 23, 2025, entered by and between the Company and Jeremy Ong Shu Jin. |