Society Pass to Be Delisted from Nasdaq After Chapter 11

Society Pass Incorporated reports that Nasdaq has decided to delist its common stock following the company’s Chapter 11 bankruptcy filings for the company and its subsidiary SoPa, Inc. on May 12, 2026.

Filing Impact

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Filing Sentiment

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Form Type

8-K

Rhea-AI Filing Summary

Society Pass Incorporated reports that Nasdaq has decided to delist its common stock following the company’s Chapter 11 bankruptcy filings for the company and its subsidiary SoPa, Inc. on May 12, 2026. Nasdaq cited Listing Rules 5101, 5110(b), and IM-5101-1 in determining the stock is no longer suitable for listing.

Trading in Society Pass’s common stock on Nasdaq is scheduled to be suspended at the opening of business on May 21, 2026, after which a Form 25-NSE will be filed to remove the shares from Nasdaq listing and registration. The company intends to appeal Nasdaq’s delisting determination, but the outcome will depend on the progress and results of the Chapter 11 cases.

Positive

None.

Negative

Nasdaq delisting tied to Chapter 11: Nasdaq determined Society Pass’s common stock is no longer suitable for listing under Rules 5101, 5110(b), and IM-5101-1 due to the Chapter 11 cases, leading to trading suspension and removal from Nasdaq.
Heightened uncertainty for common shareholders: The stock will be suspended from Nasdaq on May 21, 2026, and delisted via Form 25-NSE, while the ultimate effect on shareholder recoveries depends on the outcome of the Chapter 11 proceedings.

Insights

Nasdaq delisting after Chapter 11 adds significant risk for Society Pass equity holders.

Nasdaq has determined that Society Pass no longer qualifies for listing because it entered Chapter 11 on May 12, 2026. Trading in the common stock will be suspended on May 21, 2026, with a Form 25-NSE to remove the shares from Nasdaq.

This combination of bankruptcy proceedings and loss of a national exchange listing materially increases uncertainty for existing shareholders. While the company plans to appeal Nasdaq’s decision, the filing notes that outcomes depend on the Chapter 11 process and related risks described in prior 10-K and 10-Q reports.

Subsequent disclosures in SEC reports and bankruptcy court filings will clarify whether any value remains for common equity and if trading resumes on another venue after delisting.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

Chapter 11 petition date: May 12, 2026 Nasdaq delisting notice date: May 14, 2026 Trading suspension date: May 21, 2026 +1 more

4 metrics

Chapter 11 petition date May 12, 2026 Voluntary Chapter 11 cases for Society Pass and SoPa, Inc.

Nasdaq delisting notice date May 14, 2026 Nasdaq notified Society Pass of decision to delist common stock

Trading suspension date May 21, 2026 Common stock trading on Nasdaq to be suspended at market open

Listing rules cited 5101, 5110(b), IM-5101-1 Nasdaq rules used to determine stock is no longer suitable for listing

Key Terms

Chapter 11 Cases, Nasdaq Listing Rules 5101, 5110(b), and IM-5101-1, Form 25-NSE, forward-looking statements, +1 more

5 terms

Chapter 11 Cases regulatory

"filed voluntary petitions (the “Chapter 11 Cases”) for relief under chapter 11 of title 11"

Nasdaq Listing Rules 5101, 5110(b), and IM-5101-1 regulatory

"Nasdaq reached its decision that the Company is no longer suitable for listing pursuant to Nasdaq Listing Rules 5101, 5110(b), and IM-5101-1"

Form 25-NSE regulatory

"a Form 25-NSE will be filed with the Securities and Exchange Commission"

Form 25‑NSE is an official filing used to notify the stock exchange that a company’s securities are being removed from trading on that exchange, similar to handing in a key when a shop closes. Investors care because removal ends public trading on that venue, often cutting liquidity and making it harder to buy or sell shares, which can affect a stock’s price and how quickly investors can access cash or exit positions.

forward-looking statements regulatory

"contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Risk Factors financial

"the section entitled “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K"

Risk factors are elements or conditions that could cause an investment's value to decrease or lead to potential losses. They are like warning signs or obstacles that can affect the success of an investment, making it uncertain or more unpredictable. Recognizing risk factors helps investors understand the possible challenges and make more informed decisions.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Society Pass (SOPA) disclose about its Nasdaq listing status?

Society Pass disclosed that Nasdaq decided to delist its common stock after the company and its subsidiary filed Chapter 11 cases. Nasdaq determined the stock is no longer suitable for listing under specific Nasdaq Listing Rules tied to bankruptcy-related events.

When will Society Pass (SOPA) trading be suspended on Nasdaq?

Trading in Society Pass common stock on Nasdaq will be suspended at the opening of business on May 21, 2026. After suspension, a Form 25-NSE will be filed with the SEC to remove the stock from Nasdaq listing and registration.

Why is Nasdaq delisting Society Pass common stock?

Nasdaq is delisting Society Pass common stock because the company and its subsidiary commenced Chapter 11 bankruptcy cases. Nasdaq cited Listing Rules 5101, 5110(b), and IM-5101-1, concluding the company is no longer suitable for continued listing on the exchange.

Is Society Pass appealing Nasdaq’s delisting decision?

Society Pass states it intends to appeal Nasdaq’s delisting determination. However, the filing notes that future events, including the timing and outcome of the Chapter 11 cases, may materially affect the listing status and any potential results of an appeal.

What is Form 25-NSE mentioned in the Society Pass 8-K?

Form 25-NSE is the document that will be filed with the SEC to remove Society Pass common stock from Nasdaq listing and registration. The filing explains that this step will follow the trading suspension scheduled for May 21, 2026, in connection with the delisting.

How do Society Pass’s Chapter 11 cases relate to its Nasdaq delisting?

The Chapter 11 cases for Society Pass and SoPa, Inc. are the primary reason Nasdaq decided to delist the stock. The filing notes that Nasdaq relied on Listing Rules addressing bankruptcy situations, and future outcomes depend on how the Chapter 11 proceedings progress.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/20/2026 - 06:05 AM

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): May 14, 2026

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 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported, on May 12, 2026 (the “Petition Date”), Society Pass Incorporated, a Nevada corporation (the “Company”) and SoPa, Inc., a wholly-owned subsidiary of the Company, and a Texas corporation (“SoPa”) (collectively, the “Debtors”), filed voluntary petitions (the “Chapter 11 Cases”) for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”).

On May 14, 2026, the Company was notified by the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) that Nasdaq had determined to delist the Company’s common stock, par value $0.0001 per share (the “Common Stock”). Nasdaq reached its decision that the Company is no longer suitable for listing pursuant to Nasdaq Listing Rules 5101, 5110(b), and IM-5101-1 as a result of the Company’s commencement of the Chapter 11 Cases. The Company intends to appeal this determination.

Trading of the Common Stock will be suspended at the opening of business on May 21, 2026, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Common Stock from listing and registration on Nasdaq.

Forward-Looking Statements

This Current Report on Form 8-K (“Current Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Current Report other than statements of historical fact should be considered forward-looking statements. Readers can generally identify forward-looking statements by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” or the negative thereof or other variations thereon or comparable terminology. Forward-looking statements in this Current Report include, but are not limited to, the Company’s intention to appeal Nasdaq’s delisting determination and the delisting of the Common Stock.

Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report, including but not limited to: the timing and outcome of the Chapter 11 Cases; the impact of the Chapter 11 Cases on the listing of the Company’s securities on Nasdaq; and the factors, risks and uncertainties described in the Company’s reports filed with the U.S. Securities and Exchange Commission (“SEC”), including in the section entitled “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, the section entitled “Risk Factors” in Part II, Item 1A of the Company’s Quarterly Report on Form 10-Q for the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025. Except as required by law, the Company does not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise after the date of this Current Report.

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: May 20, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

Society Pass to Be Delisted from Nasdaq After Chapter 11