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.
Society Pass Incorporated (Nasdaq: SOPA) files a range of documents with the U.S. Securities and Exchange Commission (SEC) that provide detailed insight into its operations as an acquisition-focused e-commerce and digital services holding company. As a Nevada corporation listed on the Nasdaq Capital Market under the symbol SOPA, its SEC filings cover corporate structure, risk factors, acquisitions, capital raising activities and governance matters related to its digital media, travel and lifestyle verticals in Southeast Asia.
On this page, you can review Society Pass’s current and historical SEC filings as they are made available through EDGAR. Registration statements on Form S-1 and S-1/A describe the company’s business model of operating and acquiring fintech and e-commerce platforms and mobile applications, its focus on markets such as Vietnam, Indonesia, the Philippines, Singapore and Thailand, and its status as an emerging growth company and smaller reporting company. These documents also outline material acquisitions, including those related to NusaTrip and Thoughtful Media Group, and provide information on share structures and selling stockholder offerings.
Form 8-K filings for SOPA report material events such as notices from Nasdaq regarding continued listing requirements, subsequent confirmation of compliance with the stockholders’ equity rule, the results of annual meetings of stockholders, changes in directors and officers, and the impact of the NusaTrip initial public offering on Society Pass’s pro forma balance sheet. Proxy materials on Schedule 14A detail proposals for director elections, auditor ratification and voting mechanics, including the role of Series X Super Voting Preferred Stock.
Through this filings page, users can quickly access annual and quarterly reports when filed, as well as current reports, proxy statements and registration statements. AI-powered tools on the platform can help summarize lengthy documents, highlight key sections on topics such as acquisitions, capital structure, listing compliance and subsidiary performance, and make it easier to interpret complex disclosures. For those tracking SOPA, these filings offer primary-source information on the company’s strategy, governance and regulatory history.
Society Pass Incorporated completed a best efforts public offering of 5,261,819 shares of common stock and pre-funded warrants to purchase up to 120,000 shares, priced at $0.55 per share and $0.549 per pre-funded warrant. A related press release described aggregate gross proceeds of about $3.0 million, with the company expecting approximately $2.5 million in net proceeds after fees and expenses.
The funds are earmarked for working capital and general corporate purposes, including operating expenses and capital expenditures. Rodman & Renshaw LLC acted as exclusive placement agent, receiving a 7.0% cash fee on gross proceeds plus reimbursement of legal and clearing costs. For 30 days after closing the company agreed not to issue or register additional equity (with certain exceptions), and for 60 days it is restricted from variable rate equity transactions.
The pre-funded warrants are immediately exercisable at $0.001 per share and include a beneficial ownership cap of 4.99%, which holders can increase to 9.99% with at least 61 days’ prior notice.
Society Pass Incorporated is offering 5,261,819 shares of common stock and 120,000 pre-funded warrants at $0.55 per share, for gross proceeds of $2,959,880.45 and estimated net proceeds of about $2.5 million. Each pre-funded warrant is immediately exercisable at $0.001 for one share of common stock, and total common stock outstanding would be 12,987,344 shares assuming full exercise. The best-efforts offering has no minimum and no escrow, so funds can be raised even if only part of the deal sells, increasing dilution risk and the chance proceeds fall short of business goals. The company plans to use the cash for working capital and general corporate purposes while continuing to build a Southeast Asia–focused digital ecosystem in lifestyle, digital media, travel, and new AI-driven data center and telecom ventures. Auditors have issued a going concern opinion due to working capital and stockholders’ deficits and recurring losses, and the filing highlights intense competition, technology reliance, foreign exchange exposure, heavy regulation, litigation exposure, and prior Nasdaq listing compliance issues as key risks.
Society Pass Incorporated is registering up to 4,385,964 shares of common stock, plus pre-funded warrants for up to 4,385,964 additional shares, in a best efforts public offering. The assumed price is $2.28 per share, with each pre-funded warrant priced at $2.279 and carrying a $0.001 exercise price.
If fully subscribed in shares, common stock outstanding would rise to 11,991,489. There is no minimum offering amount, so the company may raise significantly less than the maximum and investors would not receive refunds. Net proceeds are estimated at about $9.1 million, earmarked for working capital and general corporate purposes, including operating expenses and capital expenditures.
The company faces a going concern uncertainty due to recurring losses and a working capital deficit, and recently completed a $2.0 per share equity financing in December 2025. It is expanding a Southeast Asia–focused digital ecosystem spanning lifestyle e-commerce, digital media, travel, and new AI-driven data center and telecom investments while operating as an emerging growth and smaller reporting company on Nasdaq under the symbol SOPA.
Society Pass Incorporated reports a court decision resolving an employment and equity dispute with former employee Thomas O’Connor and CVO Advisors. O’Connor and CVO had sought salary, expenses, liquidated damages, common stock, and $8 million in Series A preferred shares.
After trial, the Court found that O’Connor fraudulently induced the Company to enter certain subscription and software development agreements, ordered those agreements rescinded, and required the return of shares issued under them. The Court dismissed O’Connor’s salary and severance claims, barred any equity vesting under a warrant from August 2019 onward due to his “faithless servant” conduct, and rejected CVO’s $8 million preferred stock claims.
The Court upheld an earlier partial summary judgment of approximately $6,615,934 plus interest and awarded an additional $824,109 plus interest for equity that vested before August 2019. A judgment reflecting these rulings is expected soon, and Society Pass plans to pursue available review and appeal processes.
Society Pass Incorporated is launching a primary offering of up to 4,385,964 shares of common stock, or pre-funded warrants to purchase up to 4,385,964 shares, plus the shares issuable upon warrant exercise. At an assumed price of $2.28, the company expects net proceeds of about $9.1 million.
Pre-funded warrants are designed to keep individual investors below 4.99% or, at their election, 9.99% beneficial ownership, and carry a de minimis $0.001 exercise price. Assuming only common stock is sold, shares outstanding would rise to 11,991,489. The deal is a best-efforts placement through Rodman & Renshaw with no minimum offering amount or escrow, so investors bear the risk the company raises less capital than planned.
The proceeds are earmarked for working capital and general corporate purposes as Society Pass scales its Southeast Asia-focused ecosystem in lifestyle, digital media and travel, and expands into AI-driven data centers and telecom infrastructure across several regions. The company carries a going concern warning and recently resolved, but remains monitored for, Nasdaq equity listing compliance.
Society Pass Incorporated entered into two subscription agreements to acquire equity stakes in Gorilla Networks Pte Ltd and Sapience AI Incorporated. The company and Ascendance Group Limited agreed to buy 7,031,765 shares of Gorilla at
Under the Sapience agreement, the parties will purchase 10,234 Sapience common shares at
Society Pass Incorporated reported that its Board of Directors approved a change in independent auditors on January 06, 2026. The Board dismissed Onestop Assurance PAC as the company’s independent registered public accounting firm and appointed AOGB CPA Limited as the new independent auditor for the fiscal year ended December 31, 2025.
The company states that Onestop’s audit reports on the consolidated financial statements for the years ended December 31, 2024 and 2023 contained no adverse opinions, disclaimers of opinion, or qualifications related to uncertainty, audit scope, or accounting principles. The company also reports there were no disagreements or reportable events with Onestop during those fiscal years and the subsequent interim period through January 06, 2026. Society Pass further notes that it did not consult with AOGB on accounting or auditing matters before this appointment.
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.