[8-K] Society Pass Incorporated Reports Material Event

Rhea-AI Filing Summary

Society Pass Incorporated (Nasdaq: SOPA) has filed a Form 8-K dated 30 June 2025 to furnish unaudited condensed and pro-forma consolidated balance sheets. Management estimates stockholders’ equity at US$2,584,706 as of 30 June 2025, comfortably clearing the Nasdaq Capital Market’s US$2.5 million minimum equity requirement under Listing Rule 5550(b)(1).

The filing includes Exhibit 99.1, which presents (i) unaudited condensed consolidated balance sheets as of 31 May 2025 and (ii) unaudited pro-forma consolidated balance sheets as of 30 June 2025. Exhibit 104 provides the Cover Page Inline XBRL data. No other material transactions, earnings data, or operational updates are disclosed.

By confirming compliance with the equity threshold, the company mitigates an immediate delisting risk and preserves its Nasdaq listing status. However, the buffer above the requirement is relatively narrow (≈ US$84 thousand), indicating that equity levels will need ongoing monitoring.

Positive

• Stockholders’ equity of US$2.58 million exceeds Nasdaq Listing Rule 5550(b)(1) minimum, removing immediate delisting risk.
• Proactive 8-K filing with unaudited and pro-forma balance sheets enhances transparency for investors and regulators.

Negative

• The equity surplus over the Nasdaq requirement is modest (≈ US$84 k), leaving limited buffer against future fluctuations.

Insights

Financial Analyst

TL;DR: SOPA’s equity tops Nasdaq minimum, avoiding delisting; cushion is slim, but near-term listing risk is removed.

The Form 8-K is narrowly focused on a single compliance metric—stockholders’ equity. Management’s pro-forma figure of US$2.58 million exceeds the US$2.5 million Nasdaq Capital Market requirement by roughly 3.4%. While the absolute buffer is only about US$84 k, it is sufficient for immediate compliance, which is positive for valuation stability and liquidity. No income-statement data or cash-flow details were provided, so investors cannot gauge broader financial health from this filing alone. Still, the avoidance of a potential delisting notice eliminates an overhang that could pressure the share price.

Corporate Governance Expert

TL;DR: Filing demonstrates proactive disclosure; meets equity rule, but monitoring required due to thin margin.

From a governance standpoint, timely disclosure via Form 8-K indicates the board’s commitment to transparency on listing compliance. Furnishing detailed pro-forma statements in Exhibit 99.1 gives regulators and investors visibility into equity calculations. However, the limited surplus above the Nasdaq threshold suggests the board should prioritize capital preservation or augmentation strategies to avoid future non-compliance. No other governance or control issues are noted in this filing.

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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): 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. ☐

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: June 30, 2025

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FAQ

What equity level did Society Pass (SOPA) report in its 8-K filing?

Management estimates US$2,584,706 in stockholders’ equity as of 30 June 2025.

Why is the US$2.58 million equity figure important for SOPA investors?

It exceeds the US$2.5 million minimum required for continued listing on the Nasdaq Capital Market, reducing delisting risk.

Which exhibits accompany the SOPA Form 8-K dated 30 June 2025?

Exhibit 99.1 provides unaudited condensed and pro-forma balance sheets; Exhibit 104 contains the Cover Page Inline XBRL data.

Does the 8-K include earnings or cash-flow information?

No. The filing focuses solely on balance-sheet data to demonstrate compliance with Nasdaq equity requirements.

When was the SOPA Form 8-K signed and by whom?

It was signed on 30 June 2025 by Chief Executive Officer Raynauld Liang.