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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): May 12, 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
1.03. |
Bankruptcy
or Receivership. |
On
May 12, 2026 (the “Petition Date”), Society Pass Incorporated, a Nevada corporation (the “Company”)
and SoPa, Inc., a wholly-owned subsidiary of the Company, and a Texas corporation (“SoPa”) (collectively, the
“Debtors”), filed voluntary petitions (the “Chapter 11 Cases”) for relief under chapter 11 of title
11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District
of Texas (the “Bankruptcy Court”). The Company’s subsidiaries, including NusaTrip Incorporated and Thoughtful
Media Group Incorporated, are not debtors in the Chapter 11 Cases. The Bankruptcy Court has granted the Debtors’ motion to jointly
administer the Chapter 11 Cases under the caption In re Society Pass Incorporated, et al. The Debtors will continue to operate
their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable
provisions of the Bankruptcy Code and orders of the Bankruptcy Court. The Debtors have filed or will file a series of first day motions
with the Court that seek authorization to continue to conduct their business without interruption. These motions are designed primarily
to minimize the effect of bankruptcy on the Debtors’ business.
The
Company expects ordinary-course operations to continue substantially uninterrupted during and after the commencement of the Chapter 11
Cases. Employees of any subsidiary of the Debtors should expect no change in their daily responsibilities and to be paid in the ordinary
course of business.
| Item
2.04. |
Triggering
Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
The
filing of the Chapter 11 Cases described above in Item 1.03 constitutes an event of default that accelerated the Debtors’ respective
obligations under the following of the Company’s debt instruments (the “Debt Instrument”):
| |
● |
Prepetition
Insurance Agreement. |
The
Debt Instrument provides that, as a result of the Chapter 11 Cases, the principal and interest due thereunder shall be immediately due
and payable. Any efforts to enforce such payment obligations under the Debt Instrument is automatically stayed as a result of the Chapter
11 Cases, and the respective creditors’ rights of enforcement in respect of the Debt Instrument are subject to the applicable provisions
of the Bankruptcy Code.
The
Company cautions that trading in its securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial
risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders
of the Company’s securities in the Chapter 11 Cases.
Forward-Looking
Statements
This
Current Report on Form 8-K and the accompanying exhibits contain “forward-looking statements” within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The statements in
this Report and the Exhibits that are not historical facts are forward-looking statements. Forward-looking statements are typically identified
by use of terms such as “may,” “will,” “could,” “should,” “expect,” “plan,”
“project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,”
“potential,” “pursue,” “target” or “continue,” the negative of such terms or other comparable
terminology, although some forward-looking statements may be expressed differently.
These
forward-looking statements relate, in part, to the risks and uncertainties relating to the ability of the Company to continue as a going
concern; the relief requested in the first day motions, any sale or plan of reorganization of the Company; the ability of the Debtors
to develop and consummate one or more plans of reorganization with respect to the Chapter 11 Cases; the Bankruptcy Court’s rulings
in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general; the length of time the Debtors will operate under the Chapter
11 Cases; risks associated with third-party motions in the Chapter 11 Cases, which may interfere with the Debtors’ ability to develop
and consummate one or more plans of reorganization once such plans are developed; the potential adverse effects of the Chapter 11 Cases
on the Debtors’ liquidity, results of operations or business prospects; the ability to execute the Company’s business and
restructuring plan; increased legal costs; and the additional risks and uncertainties that are described in the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2024, as well as in other reports filed from time to time by the Company with
the Securities and Exchange Commission.
All
forward-looking statements speak only as of the date of this Current Report on Form 8-K. We do not intend to publicly update or revise
any forward-looking statements as a result of new information, future events or otherwise, except as required by law. These cautionary
statements qualify all forward-looking statements attributable to us or persons acting on our behalf.
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:
May 14, 2026 |
|
|
