[S-1/A] Society Pass Incorporated Amends IPO Registration Statement

Rhea-AI Filing Summary

Society Pass Incorporated (SOPA) filed Amendment No. 1 to its Form S-1 on August 12, 2025 to amend the Exhibit Index and file certain exhibits. The filing states this amendment does not modify the preliminary prospectus, which is omitted. The registration statement includes an estimated expenses table showing total estimated offering expenses of $35,000, with $25,000 for legal fees, $5,000 for accounting, and smaller amounts for printing, transfer agent and miscellaneous services. Item 14 discloses broad indemnification of officers and directors under the company’s governing documents and notes that indemnification for liabilities under the Securities Act is likely unenforceable as a matter of public policy. The filing is signed by the CEO and other officers and directors on August 12, 2025.

Positive

• Amendment explicitly limited to Exhibit Index updates and filing of exhibits, leaving the preliminary prospectus unchanged
• Estimated offering expenses disclosed, including total estimated expenses of $35,000
• Legal opinion (Exhibit 5.1) filed herewith and other exhibits documented in the Exhibit Index
• Execution and signatures by the CEO, CFO and board members dated August 12, 2025

Negative

• SEC Registration Fee amount not provided in the expenses table (blank entry)
• Filing is procedural only and does not provide new financial results, transaction terms, or updated prospectus information

Insights

Corporate Governance Expert

TL;DR: Amendment is a routine exhibit update with standard indemnification language; it does not change offering economics or the prospectus.

The amendment explicitly limits its scope to updates to the Exhibit Index and the filing of exhibits, leaving the preliminary prospectus unchanged. The indemnification provisions described are customary: broad charter/bylaw indemnity for directors and officers with the statutory caveat that Securities Act indemnification is unenforceable. From a governance perspective, nothing in this amendment alters board composition or governance terms; the filing simply documents contractual protections and files supporting legal materials, including a legal opinion as an exhibit filed herewith.

Securities/Capital Markets Analyst

TL;DR: This is a procedural S-1/A focused on exhibits and administrative details, so investor impact is limited.

The amendment does not change the offering terms or preliminary prospectus and therefore carries limited market impact. The disclosed estimated offering expenses total $35,000, with legal fees estimated at $25,000, which are immaterial relative to a typical public offering. The filing of a legal opinion (Exhibit 5.1) and the fee table are routine procedural items required for effectiveness. Overall, this S-1/A is administrative rather than substantive.

As filed with the Securities and Exchange Commission on August 12, 2025.

Registration Statement No. 333-289033

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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)		(I.R.S. Employer Identification No.)

80 Robinson Road, #17-01B, Singapore 068898

(+65) 6518-9382

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Raynauld Liang

Chief Executive Officer

Society Pass Incorporated

80 Robinson Road, #17-01B, Singapore 068898

+65 6518-9382

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Lawrence S. Venick, Esq.

Loeb & Loeb LLP

2206-19 Jardine House

1 Connaught Road Central

Hong Kong SAR

Telephone: +852-3923-1111

Approximate date of commencement of proposed sale to the public:

From time to time after this Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☒		Smaller reporting company	☒
			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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-289033) is filed solely to amend Exhibit Index of Part II thereof and to file certain exhibits thereto. This Amendment No. 1 does not modify any provision of the preliminary prospectus contained in Part I. Accordingly, the preliminary prospectus has been omitted.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the expenses to be incurred in connection with the offering described in this Registration Statement. All amounts are estimates except the SEC’s registration fee.

		Amount to be Paid
SEC Registration Fee		$
Printing expenses		$	500	*
Legal fees and expenses		$	25,000	*
Accounting fees and expenses		$	5,000	*
Transfer agent and registrar fees		$	2,000	*
Miscellaneous expenses		$	2,500	*
Total		$	35,000	*

* Estimated

Item 14. Indemnification of Directors and Officers

Pursuant to our Articles of Incorporation and bylaws, we have agreed to indemnify each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she (or a person for whom he or she is a representative) is or was a director or an officer of the Company or is or was serving at the request of the Company in any position or capacity for any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity or in any other capacity shall be indemnified and held harmless by the corporation to the fullest extent permitted by Nevada against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) incurred or suffered by such indemnitee in connection therewith; provided, however, that with respect to proceedings to enforce rights to indemnification, the Company shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the corporation.

Insofar as indemnification for liability arising under the Securities Act be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

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EXHIBIT INDEX

Exhibit No.		Description
3.1**		Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement No. 333-258056, initially filed on July 20, 2021).
3.2**		Amended Bylaws of The Company (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement No. 333-258056, initially filed on July 20, 2021).
3.3**		Certificate of Designation of Series A Convertible Preferred Stock incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement No. 333-258056, initially filed on July 20, 2021).
3.4**		Certificate of Correction of Series A Certificate of Designation filed May 2019 incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement No. 333-258056, initially filed on July 20, 2021).
3.5**		Certificate of Correction to Series A Certificate of Designation filed December 2020 (incorporated by reference to Exhibit 3.5 to the Company’s Registration Statement No. 333-258056, initially filed on July 20, 2021).
3.6**		Certificate of Designation of Series B Convertible Preferred Stock (incorporated by reference to Exhibit 3.6 to the Company’s Registration Statement No. 333-258056, initially filed on July 20, 2021).
3.7**		Certificate of Correction of Series B Certificate of Designation (incorporated by reference to Exhibit 3.7 to the Company’s Registration Statement No. 333-258056, initially filed on July 20, 2021).
3.8**		Certificate of Designation of Series B-1 Convertible Preferred Stock (incorporated by reference to Exhibit 3.8 to the Company’s Registration Statement No. 333-258056, initially filed on July 20, 2021).
3.9**		Certificate of Correction of Series B-1 Certificate of Designation (incorporated by reference to Exhibit 3.9 to the Company’s Registration Statement No. 333-258056, initially filed on July 20, 2021).
3.10**		Certificate of Designation of Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.10 to the Company’s Registration Statement No. 333-258056, initially filed on July 20, 2021).
3.11**		Certificate of Correction of Series C Certificate of Designation (incorporated by reference to Exhibit 3.11 to the Company’s Registration Statement No. 333-258056, initially filed on July 20, 2021).
3.12**		Certificate of Designation of Series C-1 Convertible Preferred Stock (incorporated by reference to Exhibit 3.12 to the Company’s Registration Statement No. 333-258056, initially filed on July 20, 2021).
3.13**		Certificate of Designation for Series X Super Voting Preferred Stock ((incorporated by reference to Exhibit 3.13 to the Company’s Registration Statement No. 333-258056, initially filed on July 20, 2021).
3.14**		Certificate of Amendment to Articles of Incorporation to change the authorized capital of the Company, filed December 4, 2018 (incorporated by reference to Exhibit 3.14 to the Company’s Registration Statement No. 333-258056, initially filed on July 20, 2021).

II-2

3.15**		Certificate of Amendment to Articles of Incorporation to change the name of Company, filed October 2, 2018 (incorporated by reference to Exhibit 3.15 to the Company’s Registration Statement No. 333-258056, initially filed on July 20, 2021).
3.16**		Certificate of Amendment to Articles of Incorporation to effect reverse stock split (incorporated by reference to Exhibit 3.16 to the Company’s Registration Statement No. 333-258056, initially filed on July 20, 2021).
3.17**		Certificate of Amendment to Series X Super Voting Preferred Certificate of Designation (incorporated by reference to Exhibit 3.17 to the Company’s Registration Statement No. 333-258056, initially filed on July 20, 2021).
3.18**		Certificate of Change filed with the Secretary of Nevada. (incorporated by reference to Exhibit 3.1 to Company’s Current Report filed on Form 8-K, filed on May 1, 2024).
4.1**		Description of Registrant’s Securities (incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form 10-K filed on April 15, 2024).
5.1*		Legal Opinion of Fennemore Craig, P.C.
10.1**		Amendment to the Sales Agreement, dated February 13, 2025, by and between Society Pass Incorporated and Ascendiant Capital Markets, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report filed on Form 8-K filed on February 14, 2025).
10.2**		Share Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report filed on Form 8-K filed on June 27, 2025).
21.1**		List of Subsidiaries of the Company.
23.1**		Consent of Onestop Assurance PAC
101**		Interactive Data Files The following financial information from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline eXtensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets as of December 31, 2023 and 2022, (ii) Condensed Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2023 and 2022, (iii) Condensed Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023 and 2022 (iv) Condensed Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 and (v) Notes to Consolidated Financial Statements.
104**		The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, formatted in Inline XBRL (included in Exhibit 101).
107**		Fee table

*	Filed herewith
**	Previously filed

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on August 12, 2025.

Date: August 12, 2025	SOCIETY PASS INCORPORATED
	By:	/s/ Raynauld Liang
		Raynauld Liang
		Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Raynauld Liang		Chief Executive Officer		August 12, 2025
Raynauld Liang		(Principal Executive Officer)
/s/ Tan Yee Siong		Chief Financial Officer		August 12, 2025
Tan Yee Siong		(Principal Financial and Accounting Officer)
/s/ Travis Washko		Director		August 12, 2025
Travis Washko
/s/ Loic Gautier		Director		August 12, 2025
Loic Gautier
/s/ Mark Carrington		Director		August 12, 2025
Mark Carrington
/s/ Michael Dunn		Director		August 12, 2025
Michael Dunn
/s/ Michael Freed		Director		August 12, 2025
Michael Freed
/s/ Vincent Puccio		Director		August 12, 2025
Vincent Puccio

II-4

FAQ

What did Society Pass (SOPA) file in Amendment No. 1 to the Form S-1?

The company filed an amendment that amends the Exhibit Index and files certain exhibits; the amendment does not modify the preliminary prospectus.

When was the S-1/A for Society Pass (SOPA) signed?

The registration statement amendment was signed by officers and directors, including the CEO and CFO, on August 12, 2025.

How much are the estimated offering expenses disclosed in the S-1/A?

The filing lists total estimated offering expenses of $35,000, including $25,000 for legal fees and $5,000 for accounting fees.

Does the amendment change the prospectus or offering terms for SOPA?

No. The amendment states it does not modify any provision of the preliminary prospectus contained in Part I.

What does Item 14 say about indemnification for officers and directors?

Item 14 discloses the company’s articles and bylaws provide for broad indemnification to the fullest extent permitted by Nevada law and notes that indemnification for Securities Act liabilities is likely unenforceable.