[8-K/A] Society Pass Incorporated Amends Material Event Report

Rhea-AI Filing Summary

Amendment No. 25 to Schedule 13D discloses that India-based Tractors & Farm Equipment Ltd (TAFE), TAFE Motors & Tractors Ltd and chair Mallika Srinivasan collectively hold roughly 16.3 % of AGCO’s 74.6 million outstanding shares (≈12.15 million shares). The filing follows a comprehensive settlement signed on 30 Jun 2025 that resets the long-standing strategic relationship between the two companies.

Key agreements

• Cooperation Agreement: imposes a perpetual stand-still: the Reporting Persons will vote in line with AGCO’s Board and will not raise their ownership above the “Ownership Cap” (≈16.3 %) except on defined change-of-control triggers. They must also participate proportionately in future AGCO buybacks.
• Buyback Agreement: AGCO Holding B.V. will sell its 20.7 % stake in TAFE (2.389 million shares) back to TAFE for US$260 million. Completion is pending Indian procedural approvals.
• Intellectual Property Agreement: Exclusive rights to the “Massey Ferguson” brand for tractors in India, Nepal and Bhutan will transfer to TAFE when the Buyback closes.
• Arbitration & Litigation Settlements: All cross-border disputes and brand-related suits will be withdrawn, eliminating legal overhang.

Strategic implications

• AGCO receives US$260 million cash and exits its minority position in TAFE.
• Stable 16 % shareholder alignment reduces near-term takeover risk and supports Board initiatives.
• Brand transfer limits AGCO’s direct exposure to the fast-growing Indian tractor market but clarifies marketing rights.

Positive

• US$260 million cash inflow from TAFE share buyback strengthens AGCO’s balance sheet and capital allocation flexibility.
• Settlement of all arbitration and Indian litigation removes legal uncertainty and potential expense overhang.
• Perpetual stand-still aligns a 16 % shareholder with AGCO’s Board, reducing governance friction and takeover risk.

Negative

• Transfer of exclusive “Massey Ferguson” brand rights in India, Nepal and Bhutan to TAFE could limit AGCO’s future growth in those high-volume markets.

Insights

Financial Analyst

TL;DR: Cash inflow and dispute resolution are mildly accretive; brand concession is a manageable trade-off.

The US$260 million buyback proceeds provide immediate liquidity that can fund repurchases or bolt-on acquisitions, equivalent to roughly 3 % of AGCO’s market cap. Terminating costly arbitrations and Indian lawsuits removes earnings volatility and legal expenses. The perpetual stand-still stabilises governance, lowering the probability of a hostile campaign while keeping change-of-control options open through defined triggers. The main give-up is exclusive “Massey Ferguson” branding in India, Nepal and Bhutan; however, AGCO’s direct sales in those territories were already limited, so revenue impact should be minor. Net effect: modestly positive for shareholder value.

Corporate Governance Specialist

TL;DR: Stand-still secures board support but cements a powerful 16 % bloc; future dynamics hinge on trigger events.

The Cooperation Agreement locks a significant holder into board-aligned voting, reducing proxy contest risk and aiding strategic consistency. Proportional participation in future buybacks prevents creeping control. Nevertheless, the agreement’s exception list preserves TAFE’s right to act independently during extraordinary transactions, so influence remains. By exchanging branding rights and closing suits, both parties clear historic friction, suggesting a more collaborative posture. Governance risk is neutral overall—greater stability offset by the permanence of a large, coordinated shareholder.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2025

SOCIETY PASS INCORPORATED

(Exact name of registrant as specified in its charter)

Nevada		001-41037		83-1019155
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

701 S. Carson Street, Suite 200 Carson City, Nevada 89701

(Address of principal executive offices)

(+65) 6518-9385

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act.

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		SOPA		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

Society Pass Incorporated (the “Company”) is filing this Amendment No. 1 to its Current Report on Form 8-K originally filed with the Securities and Exchange Commission (the “SEC”) on June 30, 2025 (the “Original Report”), to correct the name of a convertible note holder. Except for this Explanatory Note and the corrections discussed above, there are no changes to the Original Report and this Amendment No. 1 does not otherwise reflect events that occurred after the Original Report was filed.

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)

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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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FAQ

What percentage of AGCO (NYSE: AGCO) shares does TAFE currently own?

TAFE beneficially owns approximately 16.3 % of AGCO’s 74.6 million outstanding shares.

How much cash will AGCO receive from the TAFE buyback agreement?

AGCO will receive US$260 million for selling its 20.7 % stake in TAFE.

What are the main terms of the Cooperation Agreement between AGCO and TAFE?

TAFE must vote with AGCO’s Board, cap ownership at ~16.3 %, and join future share repurchases, with exceptions for certain change-of-control events.

Does the filing resolve existing litigation between AGCO and TAFE?

Yes. The Arbitration and India Litigation Settlement agreements withdraw all claims on a no-fault basis.

What happens to the ‘Massey Ferguson’ brand rights in India?

Upon the Effective Date, sole ownership for India, Nepal and Bhutan transfers to TAFE for tractors and related equipment.