Society Pass (SOPA) Reports CTO Departure & Role Removal in 8-K

Rhea-AI Filing Summary

Society Pass Incorporated (NASDAQ: SOPA) filed an 8-K on 20 June 2025 announcing the departure of its Group Chief Technology Officer. The Board of Directors accepted the resignation of Mr. Howie Ng Kar How, effective the same day. According to the filing, Mr. Ng left to pursue other business opportunities and there were no disagreements with the company regarding operations, policies or practices.

Concurrently, the Board eliminated the Group CTO position from the senior management structure. No successor was named and no information was provided on how Mr. Ng’s responsibilities will be reassigned. Aside from this governance change, the filing contains no financial data, earnings guidance, or strategic updates. As such, the event is limited in scope to leadership realignment and potential organisational streamlining.

Positive

• None.

Negative

• Resignation of Group CTO may signal talent retention or execution challenges.
• Elimination of the CTO role creates uncertainty around technology leadership and strategic accountability.

Insights

Corporate Governance Expert

TL;DR: Key tech executive exits; role abolished—neutral-to-slightly negative governance signal.

The resignation of a C-suite technology leader can raise succession and execution questions, yet the company states there is no underlying dispute. Eliminating the CTO role may indicate a leaner structure or a pivot toward decentralised tech oversight, but also removes a clear focal point for digital strategy accountability. Because this is not a revenue-bearing or control function like CFO/CEO, market impact is likely muted. Absent details on transition plans, investors should watch for continuity risks in product development and cybersecurity oversight.

Technology Industry Analyst

TL;DR: Loss of tech leadership introduces execution risk; small-cap impact limited.

SOPA operates consumer-facing digital platforms in Southeast Asia, making technical leadership important for scaling and security. Removing the Group CTO position could save costs but may strain engineering resources if duties disperse across business units. Until the company clarifies its technology roadmap and governance structure, the announcement tilts modestly negative, though not materially so given SOPA’s micro-cap profile and the absence of immediate operational issues.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

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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 20, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Group Chief Technology Officer

On June 20, 2025, the Board of Directors of Society Pass Incorporated (the “Company”) accepted the resignation of Mr. Howie Ng Kar How (“Mr. Ng”) as the Group Chief Technology Officer (“CTO”). Mr. Ng tendered his resignation as CTO, effective June 20, 2025, in order to pursue other business opportunities, and his resignation was not a result of any disagreement with the Company on any matter. On the same day, the Board decided to remove the Group Chief Technology Officer as a position on the Company’s management team.

1

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 20, 2025

2

FAQ

Why did Society Pass (SOPA) file an 8-K on 20 June 2025?

The company reported the resignation of Group CTO Howie Ng Kar How effective 20 June 2025 and the elimination of the CTO position.

Did the CTO’s resignation result from a disagreement with SOPA?

No. The filing explicitly states Mr. Ng’s departure was not due to any disagreement with the company on operations, policies or practices.

Is Society Pass appointing a new CTO?

No successor was named; instead, the Board removed the Group CTO position entirely from the management team.

Does the 8-K include any financial or earnings information?

No. The report is limited to a governance change and contains no financial metrics, guidance, or earnings data.

What potential risks arise from eliminating SOPA’s CTO role?

Investors face uncertainty regarding technology strategy execution, product development oversight, and cybersecurity accountability.