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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): August 18, 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
August 18, 2025, Society Pass Incorporated (the “Company”) furnished its unaudited condensed consolidated balance sheets
as of June 30, 2025 on a pro forma basis as of August 18, 2025, which reflects the consummation of the initial public offering of NusaTrip
Incorporated, a subsidiary of the Company (“NusaTrip”), on August 18, 2025, pursuant to which the Company received net proceeds
of approximately $13,500,000.
(d)
Exhibits
| Exhibit
No. |
|
Description
of Exhibits |
| 99.1 |
|
Unaudited condensed consolidated balance sheets as of June 30, 2025 and unaudited pro forma consolidated balance sheets as of August 15, 2025 with the effect of Nusatrip IPO |
| 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 |
| |
|
| |
By: |
/s/
Raynauld Liang |
| |
Name:
|
Raynauld
Liang |
| |
Title: |
Chief
Executive Officer |
| |
|
|
| Date:
August 18, 2025 |
|
|
