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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 8, 2026
SOCIETY
PASS INCORPORATED
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-41037 |
|
83-1019155 |
| (State
or other jurisdiction |
|
(Commission
File |
|
(IRS
Employer |
| of
incorporation) |
|
Number) |
|
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 |
|
SOPAQ |
|
OTC
Market |
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.
Explanatory Note
Society Pass Incorporated (the “Company”)
is filing this Amendment No. 1 to its Current Report on Form 8-K filed with the Securities and Exchange Commission on September 29, 2026
(the “Original Form 8-K”) solely to correct a disclosure error in Item 5.02. The Original Form 8-K incorrectly stated that
Mark Carrington, Michael Freed, and Vincent Puccio had resigned from the Board of Directors. This Amendment No. 1 corrects that error
to reflect that Mark Carrington, Michael Freed, and Vincent Puccio have not formally resigned from the Board. No other changes have been
made to the Original Form 8-K.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Resignation
of Director
On September 8, 2026, Jeremy Rosenthal resigned
from his position as a member of the Board of Directors (the “Board”) of Society Pass Incorporated (the “Company”),
effective immediately. Mr. Rosenthal’s resignation was not the result of any disagreement with the Company on any matter relating
to the Company’s operations, policies, or practices.
On
September 11, 2026, Michael Dunn and Travis Washko resigned from
each of their positions as members of the Board, effective immediately.
The
resignations were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies,
or practices.
Resignation
of Chief Executive Officer and Chief Financial Officer
On
September 15, 2026, Ray Liang, the Company’s Chief Executive Officer, resigned from his position as Chief Executive Officer of
the Company, effective September 30, 2026.
Mr.
Liang’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations,
policies, or practices.
On
September 15, 2026, Tan Yee Siong, the Company’s Chief Financial Officer, resigned from his position as Chief Financial Officer
of the Company, effective September 30, 2026.
Mr.
Tan’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations,
policies, or practices.
| Society
Pass Incorporated |
|
|
| |
|
|
| |
By: |
/s/
Raynauld Liang |
| |
Name: |
Raynauld
Liang |
| |
Title: |
Chief
Executive Officer |
Date:
September 30, 2026
