How did the court rule on the fraud-related claims involving Society Pass (SOPA)?

The court found that Thomas O’Connor fraudulently induced Society Pass to enter into subscription and software development agreements. It held those agreements subject to rescission and ordered the return of shares issued under them, while dismissing the Company’s other counterclaims beyond the rescission-related relief.

Society Pass faces multi-million NY judgment

Society Pass Incorporated reports a New York court judgment resolving a long-running employment and equity dispute with former employee Thomas O’Connor and CVO Advisors.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Society Pass Incorporated reports a New York court judgment resolving a long-running employment and equity dispute with former employee Thomas O’Connor and CVO Advisors.

The court found that O’Connor fraudulently induced the Company into subscription and software development agreements, ordered those agreements rescinded, and required the return of shares issued under them. It dismissed O’Connor’s salary and severance claims and rejected CVO’s $8 million Series A preferred stock contract claims. However, 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.

To secure potential enforcement, the court ordered 3,000,000 Thoughtful Media Group shares and 250,000 NusaTrip shares, both from Company subsidiaries, into escrow, and O’Connor has begun enforcement actions. The Company plans to pursue review and appeal processes.

Positive

None.

Negative

Multi‑million judgment and enforcement actions: The court upheld a partial summary judgment of approximately $6,615,934 plus interest and awarded an additional $824,109 plus interest, while O’Connor is pursuing enforcement, including restraining notices and seeking a receiver, and subsidiary shares have been placed into escrow.

Insights

Mixed court ruling leaves Society Pass with a sizable judgment and active enforcement risk.

The judgment clarifies a complex dispute. The court dismissed O’Connor’s salary, severance and large preferred stock claims, and found he fraudulently induced the Company into certain agreements, which are now subject to rescission with related shares ordered returned.

At the same time, the court upheld an earlier partial summary judgment of about $6,615,934 plus interest and added $824,109 plus interest for pre‑August 2019 equity vesting, creating a multi‑million liability. Asset-transfer restrictions and escrow of 3,000,000 Thoughtful Media Group shares and 250,000 NusaTrip shares signal enforcement pressure.

O’Connor’s efforts to enforce the judgment, including restraining notices and seeking a receiver, heighten execution and liquidity risk until the matter is resolved. The Company expects to pursue review and appeal, so future court actions will shape the ultimate financial and operational impact.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Initial salary and expenses claim: $122,042.60 Common stock damages claimed: $9,918,000 Rejected Series A claim: $8 million +4 more

7 metrics

Initial salary and expenses claim $122,042.60 Salary payments and expense reimbursement sought by Plaintiffs

Common stock damages claimed $9,918,000 Damages O’Connor claimed for 1,721 allegedly undelivered shares

Rejected Series A claim $8 million CVO’s claimed entitlement to Series A Preferred Stock rejected

Partial summary judgment ≈$6,615,934 Earlier award for vested equity under warrant agreement, plus interest

Additional equity award $824,109 Award for equity vested before August 2019, plus interest

Thoughtful Media shares in escrow 3,000,000 shares Subsidiary shares placed into escrow as security on July 23, 2025

NusaTrip shares in escrow 250,000 shares Subsidiary shares ordered into escrow on April 8, 2026

Key Terms

partial summary judgment, rescission, faithless servant, restraining notices, +1 more

5 terms

partial summary judgment legal

"After discovery proceedings and O’Connor’s motion for partial summary judgment, the Court ruled..."

rescission legal

"held that O’Connor fraudulently induced the Company ... which the Court held are subject to rescission"

faithless servant legal

"held that his “faithless servant” conduct barred any equity vesting under the warrant agreement"

restraining notices legal

"including serving restraining notices on the Company and others and seeking the appointment of a receiver"

receiver legal

"and others and seeking the appointment of a receiver."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What was the outcome of the Thomas O’Connor and CVO lawsuit against Society Pass (SOPA)?

The court issued a mixed ruling. It dismissed O’Connor’s salary and severance claims and rejected CVO’s $8 million preferred stock claims, but upheld a partial summary judgment of about $6,615,934 plus interest and awarded an additional $824,109 plus interest for earlier equity vesting.

What financial amounts were awarded against Society Pass (SOPA) in this case?

The court upheld an earlier partial summary judgment of approximately $6,615,934 plus interest and awarded an additional $824,109 plus interest. These amounts relate to the value of equity that vested under a warrant agreement before August 2019, as determined following a valuation process.

What happened to O’Connor’s salary, severance, and additional stock claims against Society Pass (SOPA)?

The court dismissed O’Connor’s salary and severance claims and held that his “faithless servant” conduct barred equity vesting under the warrant agreement from August 2019 forward. It also rejected CVO Advisors’ contract claims seeking $8 million in Society Pass Series A Preferred Stock.

Why did Society Pass (SOPA) place Thoughtful Media Group and NusaTrip shares into escrow?

To secure potential judgment enforcement, the court ordered 3,000,000 Thoughtful Media Group shares into escrow in July 2025 and later directed that 250,000 NusaTrip shares be placed into escrow on April 8, 2026. These steps aim to protect collection of amounts awarded to O’Connor.

How is Thomas O’Connor enforcing the judgment against Society Pass (SOPA)?

After entry of judgment on April 9, 2026, O’Connor began enforcement efforts, including serving restraining notices on Society Pass and others and seeking appointment of a receiver. These measures are intended to aid collection of the amounts awarded under the court’s decision.

What are Society Pass’s (SOPA) next steps following the court decision?

Society Pass is evaluating how to proceed in light of the decision and expects to pursue available review and appeal processes. Any appellate actions may affect the final outcome and timing of payments or other remedies arising from the judgment and related orders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/15/2026 - 04:15 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): April 9, 2026

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)

80 Robinson Road #17-01B, Singapore 068898

(Address of principal executive offices)

(+65) 6518-9385

(Registrant’s telephone number, including area code)

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

(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. ☐

Item 8.01. Other Events

As previously reported, Thomas O’Connor, a former employee of Society Pass Incorporated (the “Company”), and CVO Advisors Pte. Ltd. (“CVO,” and together with O’Connor, the “Plaintiffs”), brought an employment action against the Company in the Supreme Court of the State of New York, New York County (the “Court”), seeking salary payments and expense reimbursement totaling $122,042.60, plus liquidated damages and costs. O’Connor also asserted claims based on the alleged failure to deliver between 1,721 and 2,536 shares of the Company’s common stock. For the 1,721 shares that O’Connor contends were not delivered, he claims damages of $9,918,000. In addition, the action includes claims by CVO alleging entitlement to $8 million in shares of the Company’s Series A Preferred Stock.

The Company responded to the complaint and asserted counterclaims against O’Connor arising from alleged breach of contract, breach of fiduciary duty, tortious interference, and fraud. After discovery proceedings and O’Connor’s motion for partial summary judgment, the Court ruled that O’Connor was entitled to the value of 1,148 shares of common stock that had vested under the warrant agreement. After a valuation hearing and decision, the Court, upon the Company’s proposal, in order to provide security to O’Connor for enforcement of any judgment in his favor, ordered on July 23, 2025, that the Company place 3,000,000 common shares of Thoughtful Media Group Incorporated, a subsidiary of the Company, into escrow pending further order of the Court. This arrangement avoided the financial strain that would have resulted had the Court restricted the Company’s use of cash or other assets in the ordinary course of business.

After a July 2025 trial, the Court issued its decision on February 5, 2026, finding that O’Connor fraudulently induced the Company to enter into the subscription and software development agreements, which the Court held are subject to rescission, and ordering the return of shares issued under those agreements. The Court dismissed O’Connor’s claims for salary and severance and held that his “faithless servant” conduct barred any equity vesting under the warrant agreement from August 2019 forward. CVO’s $8 million of Company’s Series A Preferred Stock contract claims were rejected. The Court upheld the earlier partial summary judgment award of approximately $6,615,934 (plus interest) and awarded an additional $824,109 (plus interest) for equity that vested under the warrant agreement before August 2019. The Company’s counterclaims other than as described above were dismissed.

A judgment implementing the rulings made in the decision was entered on April 9, 2026. Prior to the judgment, on April 8, 2026, the Court issued an order restricting certain transfers of assets and directed that the Company place 250,000 common shares of NusaTrip Incorporated, a subsidiary of the Company, into escrow pending further order of the Court or satisfaction of the judgment. O’Connor has initiated efforts to enforce the judgment, including serving restraining notices on the Company and others and seeking the appointment of a receiver. The Company is evaluating how to proceed in light of the decision, but expects to pursue available review and appeal processes.

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: April 15, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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Society Pass faces multi-million NY judgment