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Society Pass (SOPA) auditor AOGB resigns with no reportable events cited

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Society Pass Incorporated reported that its independent registered public accounting firm, AOGB CPA Limited, resigned effective June 2, 2026. AOGB had been engaged to audit the Company’s consolidated financial statements for the year ended December 31, 2025, but did not issue an audit opinion for that year.

The Company states that, for the 2025 fiscal year and the interim period from January 1, 2026 to June 2, 2026, there were no disagreements with AOGB on accounting principles, financial statement disclosure, or audit scope or procedure, and no reportable events as defined in Regulation S‑K. Society Pass provided AOGB with the disclosure and filed AOGB’s response letter as Exhibit 16.1.

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Insights

Auditor resignation disclosed with no stated disputes or reportable events.

Society Pass disclosed that AOGB CPA Limited resigned as its independent registered public accounting firm while engaged to audit the year ended December 31, 2025. AOGB did not issue an audit opinion for that year before resigning.

The Company notes there were no disagreements on accounting principles, disclosures, or audit scope, and no reportable events during 2025 and the interim period to June 2, 2026. This language follows standard regulatory requirements for changes in auditors, and the attached Exhibit 16.1 provides AOGB’s confirmation letter.

The filing centers on governance and reporting continuity rather than financial performance. Subsequent disclosures naming a new auditor and describing progress on the 2025 audit would further clarify how the Company’s reporting timetable evolves.

Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Audit period Year ended December 31, 2025 Period AOGB was engaged to audit Society Pass’s consolidated financial statements
Subsequent interim period January 1, 2026 to June 2, 2026 Interval referenced for disagreements and reportable events with AOGB
Auditor resignation effective date June 2, 2026 Date AOGB resigned as independent registered public accounting firm
AOGB response letter date June 8, 2026 Date of AOGB’s letter filed as Exhibit 16.1
independent registered public accounting firm financial
"resign as the independent registered public accounting firm of the Company, effectively immediately"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
reportable events regulatory
"there were no “reportable events” as such term is defined in Item 304(a)(1)(v) of Regulation S-K"
Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.
Item 304(a)(1)(v) of Regulation S-K regulatory
"no “reportable events” as such term is defined in Item 304(a)(1)(v) of Regulation S-K"
Audit Committee financial
"AOGB CPA Limited (“AOGB”) notified the Audit Committee of Society Pass Incorporated"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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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 2, 2026

 

SOCIETY PASS INCORPORATED

(Exact name of registrant as specified in its charter)

 

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

 

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 4.01 Changes in Registrant’s Certifying Accountant.

 

On June 2, 2026, AOGB CPA Limited (“AOGB”) notified the Audit Committee of Society Pass Incorporated, a Nevada corporation (the “Company”) of its decision to resign as the independent registered public accounting firm of the Company, effectively immediately. Although their audit was not designed to identify or detect violations of law or fraud, AOGB’s resignation was not a result of any violation of law or fraud of the Company identified during its audit procedures to date.

 

AOGB was previously engaged by the Company to audit the Company’s consolidated financial statements for the year ended December 31, 2025. AOGB did not issue an audit opinion on the financial statements of the Company for the year ended December 31, 2025.

 

During the Company’s fiscal year ended December 31, 2025 and the subsequent interim period from January 1, 2026 to June 2, 2026, (i) there were no disagreements between the Company and AOGB with respect to any matter related to accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of AOGB, would have caused AOGB to make reference to the subject matter of the disagreements in connection with its report, and (ii) there were no “reportable events” as such term is defined in Item 304(a)(1)(v) of Regulation S-K.

 

The Company has provided AOGB with a copy of this Current Report on Form 8-K prior to its filing with the SEC and requested that AOGB furnish to the Company a letter addressed to the U.S. Securities and Exchange Commission stating whether or not AOGB agrees with the above statements. A copy of such letter, dated June 8, 2026, is filed as Exhibit 16.1 to this current report on Form 8-K.

 

2
 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit No.   Description
16.1   Letter from AOGB CPA Limited
104.0   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

3
 

 

Society Pass Incorporated    
     
  By: /s/ Raynauld Liang
  Name: Raynauld Liang
  Title: Chief Executive Officer

 

Date: June 8, 2026

 

4

Source: View Original Filing on SEC EDGAR

FAQ

What change in auditors did Society Pass (SOPA) disclose?

Society Pass disclosed that AOGB CPA Limited resigned as its independent registered public accounting firm, effective June 2, 2026. AOGB had been engaged to audit the Company’s consolidated financial statements for the year ended December 31, 2025 but left before issuing an opinion.

Did AOGB issue an audit opinion on Society Pass’s 2025 financial statements?

No, AOGB did not issue an audit opinion on Society Pass’s financial statements for the year ended December 31, 2025. The firm resigned while engaged for that audit, and the Company’s disclosure notes the absence of an issued opinion for that period.

Were there disagreements between Society Pass (SOPA) and AOGB over accounting or auditing matters?

The Company states there were no disagreements with AOGB on accounting principles, financial statement disclosure, or auditing scope or procedure during 2025 and the interim period to June 2, 2026. It adds that no such unresolved matters would have required reference in an auditor’s report.

What are “reportable events” and did Society Pass report any with AOGB?

Reportable events are specific issues defined in Item 304(a)(1)(v) of Regulation S‑K, such as internal control problems. Society Pass reports there were no reportable events with AOGB during the 2025 fiscal year or the subsequent interim period through June 2, 2026.

How did Society Pass document AOGB’s position on the disclosed statements?

Society Pass provided AOGB with the disclosure and requested a response letter to the SEC. AOGB’s letter, dated June 8, 2026, stating whether it agrees with the Company’s statements, is filed as Exhibit 16.1 and incorporated into the current report.

What period did Society Pass’s disclosure with AOGB cover?

The disclosure covers the fiscal year ended December 31, 2025 and the interim period from January 1, 2026 to June 2, 2026. Within this timeframe, the Company reports no disagreements or reportable events with AOGB in connection with its audit engagement.

Filing Exhibits & Attachments

5 documents

Other Documents