Welcome to our dedicated page for Society Pass Incorporated SEC filings (Ticker: SOPA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Society Pass Incorporated (SOPA) has obtained written consent from holders of a majority of its voting power to approve two key actions without holding a stockholder meeting. First, stockholders approved a 2026 Equity Incentive Plan, initially covering 1,500,000 shares of common stock, with an automatic annual increase equal to 15% of the total common shares outstanding on the last day of each prior calendar year. The plan allows stock options, restricted stock, RSUs, SARs and performance awards, with option exercise prices at least equal to fair market value on the grant date.
Second, they approved a Share Issuance of 2,272,727 shares of common stock to specified individuals and entities as compensation and bonuses for services related to the successful IPO of NusaTrip Incorporated. Based on a closing price of $1.16 per share on October 2, 2025, the issuance is valued at $2,636,363.76. Major recipients include Blue Jay Capital Ltd, Gopher Capital Ltd and Chief Executive Officer Raynauld Liang. These actions will become effective no sooner than 20 calendar days after this information statement is mailed, and stockholders do not have dissenter’s rights or a vote in this process.
Society Pass (SOPA) filed its quarterly report, showing a larger operating loss despite improved gross profit. Q3 2025 revenue was $1,380,382 versus $1,675,894 a year ago, while gross income rose to $887,340 from $365,646. Operating expenses increased to $6,131,964 from $1,540,260, driving a loss from operations of $5,244,624 (vs. $1,174,614). Net loss attributable to the company was $5,118,989 (vs. $1,377,885), or $0.84 basic loss per share.
For the nine months, revenue was $5,355,380 (vs. $5,233,483) and net loss attributable totaled $6,481,069 (vs. $6,156,153). The balance sheet strengthened: total assets were $32,934,375 and total liabilities $19,602,879, resulting in positive total equity of $13,331,496, a turnaround from $(2,412,705) at December 31, 2024. Cash and cash equivalents were $6,552,702.
The share count rose to 6,105,525, and the company recorded $15,203,888 from the sale of units in an initial public offering, with additional issuances via ATM, private placements, and stock for compensation. As of November 14, 2025, common shares outstanding were 6,105,525.
Society Pass Incorporated reported a leadership change: the Board accepted the resignation of Tjin Patrick Soetanto as Group Chief Operating Officer, effective October 31, 2025.
The company stated the resignation was not due to any disagreement with the company on any matter. On the same day, the Board eliminated the Group COO position from the management team.
Society Pass (SOPA) reported the results of its Annual Meeting held on October 21, 2025. Shareholder participation was high, with 34,689,309 votes cast, representing 84.39% of the 41,105,525 votes eligible as of the August 28, 2025 record date, establishing a quorum.
Stockholders elected directors Travis Washko, Vincent Puccio, Mark Carrington, Michael Freed, and Michael Dunn, each receiving approximately 96.6% votes “For” with roughly 61,000 votes withheld per nominee. Loic Gautier received 200,067 votes “For,” 33,000,000 “Against,” and 370,518 “Withheld.
Stockholders also ratified the independent registered public accounting firm with 34,562,583 votes “For,” 90,813 “Against,” and 35,913 “Abstain,” reflecting 99.63% support. Following the meeting, Loic Gautier resigned as a director, effective immediately, and the company stated the resignation was not due to any disagreement with the Board or the Company.
Society Pass Incorporated (SOPA) proxy materials describe routine annual meeting procedures and governance disclosures. The document explains voting methods—by Internet, phone, mail or at the virtual Annual Meeting—and offers electronic delivery of future proxy materials. Committee responsibilities listed include risk oversight, auditor independence and appointment, review of audited consolidated financial statements, related-party transaction approval, equity compensation administration, executive compensation policy review, director nomination evaluation, and corporate governance.
Selected fee and compensation items are shown: an audit-related fee of $18,000, and various director or officer equity/compensation amounts such as multiple individual entries of $46,750, and others (e.g., $22,846, $21,246, $11,560, $8,600, $4,781). Reported beneficial holders include Blue Jay Capital Limited 130,015 shares (2.42%), Gopher Limited 109,580 shares (2.04%), and Maroon Capital Limited 80,814 shares (1.51%). The content is fragmented but conveys standard proxy disclosures on governance, fees and beneficial ownership.
Society Pass Incorporated (SOPA) files an amended S-1 prospectus describing its business, recent acquisitions and risks to investors. The company lists multiple acquisitions from 2021 through July 2023, including Leflair branded assets, food-delivery businesses in the Philippines and Vietnam, Gorilla Networks (Singapore telecom), digital marketing businesses (Thoughtful Media Group and PT Thoughtful Media Group Indonesia), Nusatrip travel services and Vietnam travel agencies. The filing highlights a commercial model centered on increasing merchant revenue and customer loyalty, plus numerous risk factors including technology, competition, regulatory and international operation risks. The prospectus discloses litigation with a former employee (O'Connor) where a partial summary judgment awarded $6,615,934 as of September 12, 2019; a trial occurred July 22–23, 2025 and a court ruling is expected on or after September 18, 2025. The court has entered a limited asset restraint and ordered 3,000,000 subsidiary shares into escrow as security. The filing also lists recent SEC filings and estimated offering expenses.
Society Pass Incorporated reported stronger top-line performance in the quarter ended June 30, 2025 with total revenue of $2,501,494 for the quarter and $3,974,998 for the six months, driven primarily by digital marketing ($2,064,909 quarter) and increased online ticketing sales. Gross income improved to $1,413,058 for the quarter. The company recorded a quarterly net income of $552,384 and net income attributable to Society Pass of $479,008.
Liquidity and solvency remain material concerns: cash and cash equivalents were $8,218,805 and total assets were $29.19M, but the company disclosed a working capital deficit of $3,911,131, an accumulated deficit of $111,488,907, and net cash used in operating activities of $5,804,617 in the six months. Management noted substantial doubt about going concern and described recent financings and convertible note conversions (including issuance of 1,800,000 shares by a subsidiary) that provided financing.
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