UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
| |
FORM
12b-25 |
SEC
FILE
NUMBER |
| |
|
001-41037 |
| |
|
|
| |
NOTIFICATION
OF LATE FILING |
CUSIP
NUMBER |
| |
|
83370P201 |
| (Check
one): |
☒
Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR |
| |
☐
Form N-CSR |
| |
|
| |
For
Period Ended: December 31, 2025 |
| |
|
| |
☐ |
Transition
Report on Form 10-K |
| |
☐ |
Transition
Report on Form 20-F |
| |
☐ |
Transition
Report on Form 11-K |
| |
☐ |
Transition
Report on Form 10-Q |
| |
☐ |
Transition
Report on Form N-SAR |
| |
|
| |
For
the Transition Period Ended: _____________________ |
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
| SOCIETY
PASS INCORPORATED. |
| Full
Name of Registrant |
| |
| |
| Former
Name if Applicable |
| |
80
Robinson Road #17-01B |
| Address
of Principal Executive Office (Street and Number) |
| |
| Singapore,
068898 |
| City,
State and Zip Code |
PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
| |
(a) |
The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| |
|
|
| ☒ |
(b) |
The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
of transition report on Form 10-Q or subject distribution report on Form 10-D,or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and |
| |
|
|
| |
(c) |
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III — NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
The Registrant has determined that it is unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the year ended December 31, 2025 by the prescribed due date because it is finalizing the audit work of its wholly-owned subsidiaries, Thoughtful Media Group Incorporated and Nusatrip Incorporated and additional time to finalize its financial statements to be included in such Form 10-K. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, the Registrant will file its Form 10-K as soon as practicable. There can be no guarantee that the Registrant will file its Form 10-K on a timely basis, which could result in the Form 10-K not being filed within the 15 additional days provided by Rule 12b-25.
PART
IV — OTHER INFORMATION
| (1) |
Name
and telephone number of person to contact in regard to this notification |
| |
| |
Raynauld
Liang |
|
(+65)
|
|
6518-9385 |
| |
(Name) |
|
(Area
Code) |
|
(Telephone
Number) |
| |
| (2) |
Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s). |
| |
| |
Yes
☒ NO ☐ |
| |
|
| |
| (3) |
Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof? |
| |
| |
Yes
☐ NO ☒ |
| |
| |
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made. |
Society
Pass Incorporated
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: |
March 31, 2026 |
|
By: |
/s/
Raynauld Liang |
| |
|
|
|
Raynauld
Liang |
| |
|
|
|
Chief
Executive Officer |
