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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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):
January
06, 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
No.) |
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)
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 (see General Instruction A.2. below):
| ☐ |
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 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
January 06, 2026, the Board of Directors of Society Pass Incorporated (the “Company”) (i) approved the dismissal
of Onestop Assurance PAC (“Onestop”) as the Company’s independent registered public accounting firm and (ii)
appointed AOGB CPA Limited (“AOGB”) as the Company’s independent registered public accounting firm for the fiscal
year ended December 31, 2025.
The
audit reports of Onestop on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2024
and 2023 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope
or accounting principles.
During
the fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through January 06, 2026, there were no:
(i) “disagreements,” as that term is defined in Item 304(a)(1)(iv) of Regulation S-K under the Securities Act of 1933 (“Regulation
S-K”) with Onestop on any matter of accounting principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of Onestop, would have caused Onestop to make reference to the subject
matter of such disagreements in connection with its audit reports on the Company’s consolidated financial statements as of and
for the fiscal years ended December 31, 2024 and 2023, or (ii) reportable events within the meaning of Item 304(a)(1)(v) of Regulation
S-K.
The
Company has provided Onestop with a copy of the disclosures in this Current Report on Form 8-K, and requested that Onestop provide the
Company with a letter addressed to the U.S. Securities and Exchange Commission (the “SEC”) stating whether Onestop
agrees to the statements made by the Company herein. A copy of the letter from Onestop addressed to the SEC and dated as of January 06,
2026 is filed as Exhibit 16.1 to this Current Report on Form 8-K.
During
the fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through January 06, 2026, neither the Company
nor anyone on the Company’s behalf consulted with AOGB with respect to either (i)(a) the application of accounting principles to
a specified transaction, either completed or proposed, or (b) the type of audit opinion that might be rendered on the Company’s
consolidated financial statements, and neither a written report nor oral advice was provided by AOGB to the Company that AOGB concluded
was an important factor that the Company consider in reaching a decision as to any accounting, auditing or financial reporting issue,
or (ii) any other matter that was the subject of a “disagreement” or a “reportable event” (as these terms are
defined in Item 304(a)(1) of Regulation S-K and the related instructions).
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 16.1 |
|
Letter from Onestop Assurance PAC to the U.S. Securities and Exchange Commission, dated January 06, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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 |
| |
|
|
| Date:
January 06, 2026 |
By: |
/s/
Raynauld Liang |
| |
Name: |
Raynauld
Liang |
| |
Title: |
Chief
Executive Officer |
