Society Pass Incorporated Announces Closing of $3 Million Public Offering of Common Stock Priced At Premium to Market Under Nasdaq Rules

Rhea-AI Summary

Society Pass (Nasdaq: SOPA) closed a best-efforts public offering of 1,500,000 common shares at $2.00 per share, for aggregate gross proceeds of $3.0 million before placement agent fees and offering expenses. The offering was priced at a premium to market under Nasdaq rules and Rodman & Renshaw acted as exclusive placement agent. The securities were offered under a Form S-1 registration statement declared effective by the SEC on December 29, 2025. The company intends to use net proceeds for working capital and general corporate purposes, including operating expenses and capital expenditures.

Electronic copies of the final prospectus are available on the SEC website and from Rodman & Renshaw.

Positive

• Gross proceeds of $3.0 million
• Offering priced at a premium to market
• Net proceeds allocated to working capital and capex

Negative

• Issued 1,500,000 new shares causing shareholder dilution
• Placement agent fees and offering expenses will reduce net proceeds

Key Figures

Shares offered 1,500,000 shares Best efforts public offering

Offering price $2.00 per share Public offering price

Gross proceeds $3 million Aggregate gross proceeds before fees

Form S-1 file number File No. 333-292060 Registration statement for the offering

SEC effectiveness date December 29, 2025 Form S-1 declared effective

Market Reality Check

$3.14 Last Close

Volume Volume 14,260,655 is slightly above 20-day average 13,479,884 (relative volume 1.06). normal

Technical Price 3.8 trades above 200-day MA 1.46, and 43.7% below 52-week high 6.75.

Peers on Argus 2 Up 2 Down

Peer moves were mixed: OBLG up 12.5%, ELWS up 4.44%, while FTFT and SGN fell 3.58% and 1.56%. Momentum scanner also showed both up and down moves across additional peers, suggesting stock-specific and not a clean sector-wide direction.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 29	Equity offering pricing	Negative	+61.0%	Priced $3.0M best-efforts equity offering at $2.00 per share.
Dec 29	Product launch	Positive	+61.0%	Launch of TMG Social unit targeting SEA live commerce market.
Dec 23	Analyst commentary	Positive	+6.0%	Research note highlighting positive developments seen as overlooked.
Dec 22	Valuation report	Positive	+9.3%	Analyst call that SOPA stock was undervalued versus NusaTrip.
Dec 15	M&A strategy	Positive	-15.2%	Announced global M&A strategy across AI data centre and other sectors.

Pattern Detected

Recent news has produced strong moves: three positive/strategic updates aligned with price gains, while an M&A strategy and an earlier offering headline saw price reactions that diverged from their likely sentiment.

Recent Company History

Over the last few weeks, Society Pass issued multiple updates, including an M&A strategy on Dec 15, bullish valuation reports on Dec 22–23, and launch of TMG Social with a US$10 million 2026 revenue target on Dec 29. An offering was priced on Dec 29 for 1,500,000 shares at $2.00 for $3.0 million gross proceeds. Today’s closing announcement finalizes that same capital raise for working capital and general corporate purposes.

Market Pulse Summary

The stock surged +16.9% in the session following this news. A strong positive reaction aligns with recent momentum: prior offering-related news saw a 60.99% move, and the stock traded well above its 200-day MA at $3.8. The closing of the $3 million, 1,500,000-share offering formalized capital already telegraphed to the market, so reactions often depended on dilution concerns versus improved liquidity.

Key Terms

best efforts financial

"previously announced best efforts public offering of an aggregate of 1,500,000"

A contractual promise to make a genuine, diligent effort to achieve a specified result without guaranteeing the outcome. For investors, it means a counterparty (for example, an underwriter or service provider) must work hard to deliver an outcome but is not legally required to produce a specific result, so the investor retains some risk; think of it like hiring someone to try their hardest to sell your house rather than promising they will sell it.

placement agent financial

"Rodman & Renshaw LLC acted as the exclusive placement agent for the offering."

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

registration statement on Form S-1 regulatory

"pursuant to a registration statement on Form S-1 (File No. 333-292060)"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

prospectus regulatory

"The offering was made only by means of a prospectus forming part of the effective"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

Securities and Exchange Commission regulatory

"was declared effective by the Securities and Exchange Commission (the “SEC”)"

A national government agency that enforces rules for buying, selling and disclosing information about stocks and other investments, acting like a referee and scorekeeper for financial markets. It requires companies to share clear, regular financial and business information and investigates fraud or rule-breaking, which matters to investors because those rules and disclosures help ensure fair prices, reduce hidden risks and make it easier to compare investment choices.

Nasdaq rules regulatory

"priced at a premium to market under Nasdaq rules."

Nasdaq rules are a set of guidelines and requirements that companies must follow to be listed and remain on the Nasdaq stock exchange. These rules help ensure companies are transparent, financially healthy, and operate fairly, which is important for investors to trust the market and make informed decisions. Think of them as the standards that keep the marketplace honest and organized.

AI-generated analysis. Not financial advice.

NEW YORK, Dec. 31, 2025 (GLOBE NEWSWIRE) -- Society Pass Incorporated (Nasdaq: SOPA) (the “Company”), Southeast Asia’s (SEA) next generation e-commerce ecosystem, today announced the closing of its previously announced best efforts public offering of an aggregate of 1,500,000 shares of its common stock at a public offering price of $2.00 per share, for aggregate gross proceeds of $3 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. The offering was priced at a premium to market under Nasdaq rules.

Rodman & Renshaw LLC acted as the exclusive placement agent for the offering.

The Company intends to use the net proceeds from the offering for working capital and general corporate purposes, including operating expenses and capital expenditures.

The securities were offered and sold pursuant to a registration statement on Form S-1 (File No. 333-292060), which was declared effective by the Securities and Exchange Commission (the “SEC”) on December 29, 2025. The offering was made only by means of a prospectus forming part of the effective registration statement relating to the offering. Electronic copies of the final prospectus may be obtained on the SEC’s website at http://www.sec.gov and may also be obtained by contacting Rodman & Renshaw LLC at 600 Lexington Avenue, 32nd Floor, New York, NY 10022, by telephone at (212) 540-4414, or by email at info@rodm.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Society 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, Society Pass 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/.

Cautionary Note 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 intended use of the proceeds from the offering. 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 and the Company’s ability to identify new investments and spin-off acquisitions.

Media Contact:
Raynuald LIANG
Chief Executive Officer
ray@thesocietypass.com

FAQ

What did Society Pass (SOPA) announce on January 1, 2026 about a public offering?

Society Pass announced closing of a best-efforts public offering of 1,500,000 shares at $2.00, for gross proceeds of $3.0 million.

How will Society Pass (SOPA) use the net proceeds from the $3 million offering?

The company intends to use net proceeds for working capital and general corporate purposes, including operating expenses and capital expenditures.

Who served as placement agent for Society Pass (SOPA) offering and where is the prospectus filed?

Rodman & Renshaw acted as exclusive placement agent; the final prospectus is on the SEC website under Form S-1 (File No. 333-292060).

When was the registration statement for Society Pass (SOPA) declared effective by the SEC?

The registration statement on Form S-1 was declared effective by the SEC on December 29, 2025.

What was the public offering price per share and total gross proceeds for SOPA?

The offering price was $2.00 per share, yielding aggregate gross proceeds of $3.0 million before fees.