Society Pass (NASDAQ: SOPA) notifies late Form 10-K filing

Rhea-AI Filing Summary

Society Pass Incorporated notified the SEC on March 31, 2026 that it cannot file its Annual Report on Form 10-K for the period ended December 31, 2025 by the prescribed due date. The company cites finalizing audit work for its wholly owned subsidiaries, Thoughtful Media Group Incorporated and Nusatrip Incorporated, as the reason and states it will file under Rule 12b-25 as soon as practicable. The notice warns there is no guarantee the report will be filed within the 15-calendar-day extension afforded by Rule 12b-25.

Key Figures

SEC File Number: 001-41037 CUSIP: 83370P201 Period Ended: December 31, 2025 +3 more

6 metrics

SEC File Number 001-41037 Cover header of Form 12b-25

CUSIP 83370P201 Cover header of Form 12b-25

Period Ended December 31, 2025 Subject reporting period for the Form 10-K

Notice Date March 31, 2026 Date signed on the Form 12b-25

Rule 12b-25 Extension 15 calendar days Maximum additional filing window stated in Rule 12b-25

Contact Phone (+65) 6518-9385 Phone number for contact Raynauld Liang

Key Terms

Rule 12b-25, Form 10-K, Notification of Late Filing

3 terms

Rule 12b-25 regulatory

"The Registrant will file its Form 10-K as soon as practicable"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-K regulatory

"unable... to file its Annual Report on Form 10-K for the year ended December 31, 2025"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

Notification of Late Filing regulatory

"NOTIFICATION OF LATE FILING"

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.

2

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

3

FAQ

Why did Society Pass (SOPA) file a Form 12b-25?

Because it needs more time to finalize subsidiary audits. The company says audit work for Thoughtful Media Group Incorporated and Nusatrip Incorporated remains incomplete, delaying preparation of consolidated financial statements for the Form 10-K for year ended December 31, 2025.

What deadline relief does Rule 12b-25 provide for SOPA?

It permits a short extension to file the annual report. Rule 12b-25 allows up to a 15-calendar-day extension for the annual report; the notice states the company may not be able to meet even that additional 15-day window.

When did Society Pass submit the late-filing notification?

The company submitted the Form 12b-25 on March 31, 2026. That date appears on the signature line signed by CEO Raynauld Liang, who is listed as the contact for the notification.

Does the 12b-25 notice indicate restated or changed results for SOPA?

No anticipated material change is disclosed in the notice. The form includes a checkbox question about significant changes in results and the company did not indicate anticipated significant changes for the period ended December 31, 2025.

Who can investors contact about SOPA's late filing?

Company contact is CEO Raynauld Liang at the listed phone number. The Form 12b-25 provides a contact phone number of (+65) 6518-9385 for questions regarding the notification.