Society Pass Incorporated SEC Filings

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.

Society Pass Incorporated (SOPA) filed Amendment No. 1 to its Form S-1 on August 12, 2025 to amend the Exhibit Index and file certain exhibits. The filing states this amendment does not modify the preliminary prospectus, which is omitted. The registration statement includes an estimated expenses table showing total estimated offering expenses of $35,000, with $25,000 for legal fees, $5,000 for accounting, and smaller amounts for printing, transfer agent and miscellaneous services. Item 14 discloses broad indemnification of officers and directors under the company’s governing documents and notes that indemnification for liabilities under the Securities Act is likely unenforceable as a matter of public policy. The filing is signed by the CEO and other officers and directors on August 12, 2025.