SOPA / Society Pass Incorporated - Документы SEC, Годовой отчет, Доверенное заявление

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): September 2, 2025 SOCIETY PASS IN

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): September 2, 2025 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commissi

SOCIETY PASS INCORPORATED UP TO 570,452 SHARES OF COMMON STOCK

FINAL PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-289033 SOCIETY PASS INCORPORATED UP TO 570,452 SHARES OF COMMON STOCK This prospectus (this “Prospectus”) relates to the offer and sale from time to time by Jeremy Ong Shu Lin, Ellwood International Limited, Tan Bien Kiat, John Mackay, Jeremy Miller and DJM, LLC (collectively, the “Selling Stockholder”) of up to 570,452 shares

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definiti

As filed with the Securities and Exchange Commission on August 22, 2025.

As filed with the Securities and Exchange Commission on August 22, 2025. Registration Statement No. 333-289033 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 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 jurisdic

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): August 18, 2025 SOCIETY PASS INCO

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): August 18, 2025 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commission

SOCIETY PASS INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (Currency expressed in United States Dollars (“US$”))

Exhibit 99.1 SOCIETY PASS INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (Currency expressed in United States Dollars (“US$”)) June 30, 2025 August 15, 2025 (Unaudited) (Proforma)(1) ASSETS Current assets: Cash and cash equivalents $ 8,218,805 $ 21,009,098 Restricted cash 50,000 50,000 Accounts receivable, net 1,064,164 708,315 Inventories 127,843 127,843 Contract assets 327,267 327,267 Deposi

SOCIETY PASS INCORPORATED 2025 EQUITY INCENTIVE PLAN

Exhibit 10.1 SOCIETY PASS INCORPORATED 2025 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: ● to attract and retain the best available personnel for positions of substantial responsibility; ● to provide additional incentive to Employees, Directors, and Consultants; and ● to promote the success of the Company’s business. The Plan permits the grant of Incentive Stock Op

As filed with the Securities and Exchange Commission on August 15, 2025

As filed with the Securities and Exchange Commission on August 15, 2025 Registration No.

Calculation of Filing Fee Tables Form S-8 (Form Type) Society Pass Incorporated (Exact Name of Registrant as Specified in its Charter) Fees Previously Paid

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Society Pass Incorporated (Exact Name of Registrant as Specified in its Charter) Fees Previously Paid Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.

SOCIETY PASS INCORPORATED 2021 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT

Exhibit 10.2 Option Number XXX SOCIETY PASS INCORPORATED 2021 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms in the Stock Option Agreement (the “Option Agreement”) have the same meanings as defined in the Society Pass Incorporated (the “Company”) 2021 Equity Incentive Plan (as amended from time to time)(the “Plan”). I. NOTICE OF STOCK OPTION GRANT Optionee:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2025 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41037 SOCIETY PA

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

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 jurisdic

As filed with the Securities and Exchange Commission on July 29, 2025.

As filed with the Securities and Exchange Commission on July 29, 2025. Registration Statement No. [*] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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) (Comm

Fee table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Society Pass Incorporated (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.

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

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): July 15, 2025 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commission F

SOCIETY PASS INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (Currency expressed in United States Dollars (“US$”))

Exhibit 99.1 SOCIETY PASS INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (Currency expressed in United States Dollars (“US$”)) May 31, 2025 June 30, 2025 (Unaudited) (Proforma)(1) ASSETS Current assets: Cash and cash equivalents $ 8,837,496 $ 12,137,496 Restricted cash 50,000 50,000 Accounts receivable, net 1,068,109 1,518,109 Inventories 147,773 147,773 Contract assets 350,292 350,292 Deposit

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2025 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commission

Financial Statements and Exhibits

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): June 30, 2025 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commission F

SOCIETY PASS INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (Currency expressed in United States Dollars (“US$”))

Exhibit 99.1 SOCIETY PASS INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (Currency expressed in United States Dollars (“US$”)) May 31, 2025 June 30, 2025 (Unaudited) (Proforma)(1) ASSETS Current assets: Cash and cash equivalents $ 8,837,496 $ 12,137,496 Restricted cash 50,000 50,000 Accounts receivable, net 1,068,109 1,518,109 Inventories 147,773 147,773 Contract assets 350,292 350,292 Deposit

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).

Exhibit 10.1 SHARE PURCHASE AGREEMENT This Share Purchase Agreement (this “Agreement”), dated as of June 23, 2025, is by and between Society Pass Incorporated, a Nevada corporation (the “Company”), and each of the Purchasers whose names are set forth on the signature pages hereto (individually, a “Purchaser” and collectively, the “Purchasers”). Each of such Purchasers and the Company is sometimes

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

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): June 23, 2025 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commission F

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): June 20, 2025 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commission F

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): June 2, 2025 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commission Fi

Amendment to Certificate of Incorporation

Exhibit 3.1 Name : SOCIETY PASS INCORPORATED. Service : Filing Domestic Amendment Jurisdiction : US - NV - Secretary of State Thru Date: 06/02/2025 Results : File No. 20254940859 Reasonable care is exercised in the completion of all requests, however, as the responsibility for the accuracy of the public records rests with the filing officer, we accept no liability for the report contained herein.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2025 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41037 SOCIETY P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): April 30, 2025 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41037 SOCIETY PASS I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement SOCIETY PASS INCORPORATED (Name of R

List of Subsidiaries of the Company.

Exhibit 21.1 SOCIETY PASS INC., a US, Nevada corporation Subsidiaries Jurisdiction Adactive Media CA Incorporated US, California PT Thoughtful Media Indonesia (FKA: PT Wahana Cerita Indonesia) Indonesia Thoughtful Media (Malaysia) Pte Ltd Malaysia Thoughtful Media (Philippines) Incorporated (FKA: Sopa (Phils) Inc) The Philippines Thoughtful Media (Singapore) Pte Ltd (FKA: Hottab Pte Ltd) Singapore

Clawback Policy

Exhibit 97.01 SOCIETY PASS INCORPORATED (the “Company”) CLAWBACK POLICY Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adop

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

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): April 9, 2025 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement SOCIETY PASS INCORPORATED (Name of R

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): February 18, 2025 SOCIETY PASS IN

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): February 18, 2025 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commissi

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): February 13, 2025 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commissi

Up to $3,371,000 Society Pass Incorporated Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-271030 PROSPECTUS SUPPLEMENT No. 2 (To Prospectus Dated April 20, 2023) Up to $3,371,000 Society Pass Incorporated Shares of Common Stock We previously entered into an At-The-Market Issuance Sales Agreement, or the Sales Agreement, dated August 21, 2023, with Ascendiant Capital Markets, LLC, or ACM, as amended, relating to shares of our common

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).

Exhibit 10.1 SOCIETY PASS INCORPORATED Common Stock (par value $0.0001 per share) Amendment No. 2 to the At-The-Market Issuance Sales Agreement February 1, 2025 Ascendiant Capital Markets, LLC 110 Front Street, Suite 300 Jupiter, FL 33477 Ladies and Gentlemen: Reference is made to the At-The-Market Issuance Sales Agreement, dated August 21, 2023 (the “Agreement”), by and between Society Pass Incor

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): December 6, 2024 SOCIETY PASS INC

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): December 6, 2024 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2024 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41037 SOCIE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tr

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): October 3, 2024 SOCIETY PASS INCO

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): October 3, 2024 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a

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

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): August 21, 2024 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41037 SOCIETY PA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit

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): June 21, 2024 SOCIETY PASS INCORP

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): June 21, 2024 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commission F

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 31, 2024 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commission Fi

Up to $1,088,265 Society Pass Incorporated Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-271030 PROSPECTUS SUPPLEMENT (To Prospectus Dated April 20, 2023) Up to $1,088,265 Society Pass Incorporated Shares of Common Stock We previously entered into an At-The-Market Issuance Sales Agreement, or the sales agreement, dated August 21, 2023, with Ascendiant Capital Markets, LLC, or ACM, relating to shares of our common stock offered by t

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 24, 2024 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commission Fi

Amendment to the Sales Agreement, dated May 24, 2024, by and between Society Pass Incorporated and Ascendiant Capital Markets, LLC.

Exhibit 10.1 SOCIETY PASS INCORPORATED Common Stock (par value $0.0001 per share) Amendment No. 1 to the At-The-Market Issuance Sales Agreement May 24, 2024 Ascendiant Capital Markets, LLC 110 Front Street, Suite 300 Jupiter, FL 33477 Ladies and Gentlemen: Reference is made to the At-The-Market Issuance Sales Agreement, dated August 21, 2023 (the “Agreement”), by and between Society Pass Incorpora

Up to $585,989 Society Pass Incorporated Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-271030 PROSPECTUS SUPPLEMENT (To Prospectus Dated April 20, 2023) Up to $585,989 Society Pass Incorporated Shares of Common Stock We have entered into a structured financing agreement (the “Agreement”), dated October 5, 2023, with Strattners FZCO (“Strattners”), relating to shares of our common stock offered by this prospectus supplement and th

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

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 15, 2024 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commission Fi

Certificate of Amendment to Series X Super Voting Preferred Certificate of Designation.

Exhibit 3.18 Certificate of Amendment to Certificate of Designation For Nevada Profit Corporations (Pursuant to NRS 78.1955 - After Issuance of Class or Series) 1. Name of corporation: Society Pass Incorporated 2. Stockholder approval pursuant to statute has been obtained. 3. The class or series of stock being amended: Series X Supervoting Preferred Stock, $0.0001 par value per share. 4. By a reso

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41037 SOCIETY P

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).

Exhibit 3.1

Society Pass Incorporated Announces 1-for-15 Reverse Split

Exhibit 99.1 Society Pass Incorporated Announces 1-for-15 Reverse Split NEW YORK, April 26, 2024 (GLOBE NEWSWIRE) - Society Pass Inc. (Nasdaq: SOPA) (“SOPA” or the “Company”), Southeast Asia’s (SEA) next generation, e-commerce ecosystem, today announced that the board approved a proposed 1-for-15 shares reverse split of its common stock (the “Reverse Split”). Beginning with the opening of trading

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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 1, 2024 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commission Fil

Clawback Policy

Exhibit 97.1 SOCIETY PASS INCORPORATED (“the Company”) CLAWBACK POLICY Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopt

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41037 SOCIETY PASS I

List of Subsidiaries of the Company.

Exhibit 21.1 SOCIETY PASS INC., a US, Nevada corporation Subsidiaries Jurisdiction Adactive Media CA Incorporated US, California PT Wahana Cerita Indonesia Indonesia Thoughtful Media (Malaysia) Pte Ltd Malaysia Thoughtful Media (Philippines) Incorporated (FKA: Sopa (Phils) Inc) The Philippines Thoughtful Media (Singapore) Pte Ltd (FKA: Hottab Pte Ltd) Singapore Thoughtful (Thailand) Co Ltd Thailan

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).

Exhibit 4.6 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Society Pass Incorporated has one class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): its common stock, par value $0.0001 per share (“common stock”). The following description of our capital stock

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐Form 10-Q   ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Per

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): November 22, 2023 SOCIETY PASS IN

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): November 22, 2023 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41037 SOCIE

Society Pass Inc. (Nasdaq: SOPA) Announces Plans to Spinout Two Profitable Business Units Into New Publicly-Traded Companies via Nasdaq IPOs in 2024

Exhibit 99.1 Society Pass Inc. (Nasdaq: SOPA) Announces Plans to Spinout Two Profitable Business Units Into New Publicly-Traded Companies via Nasdaq IPOs in 2024 New York, 10 October 2023 – Society Pass Inc. (Nasdaq: SOPA) (“SoPa” or the “Company”), Southeast Asia’s (“SEA”) next generation, data-driven, loyalty, fintech and e-commerce ecosystem, announces that its Board of Directors, together with

Financial Statements and Exhibits, Other Events

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): October 10, 2023 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commissio

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): October 5, 2023 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commission

Form of Employment Agreement by and between the Company and Yee Siong Tan

Exhibit 10.3 EMPLOYMENT AGREEMENT This Employment Agreement, dated as of October [*], 2023 (this “Agreement”), is made and entered into by and between Society Pass Incorporated, a Nevada corporation (the “Company”), and Yee Siong Tan, an adult individual (the “Executive”). Terms used herein and not otherwise defined shall have the meanings set forth in Section 11. RECITALS WHEREAS, subject to the

Form of Transition, Release and Consulting Agreement

Exhibit 10.4 TRANSITION, RELEASE AND CONSULTING AGREEMENT This Transition, Release and Consulting Agreement (this “Agreement") is entered into this 4th day of October,2023 by and between Dennis Nguyen, an individual (“Executive”), and Society Pass Inc., a company incorporated under the laws of Nevada (the “Company”). WHEREAS, Executive has been employed by the Company as the Chairman, President an

Form of Employment Agreement by and between the Company and Raynauld Liang

Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement, dated as of October [*], 2023 (this “Agreement”), is made and entered into by and between Society Pass Incorporated, a Nevada corporation (the “Company”), and Raynauld Liang, an adult individual (the “Executive”). Terms used herein and not otherwise defined shall have the meanings set forth in Section 11. RECITALS WHEREAS, subject to the

Form of Structured Financing Agreement

Exhibit 10.1 STRUCTURED EQUITY FINANCING AGREEMENT THIS STRUCTURED EQUITY FINANCING AGREEMENT (this “Agreement”) dated as of October 5, 2023 is made by and between Strattners FZCO, a financial institution (the “Investor”), and Society Pass Incorporated, a company incorporated under the laws of Nevada (the “Company”). WHEREAS, the parties desire that, upon the terms and subject to the conditions co

Form of Consulting Agreement

Exhibit 10.1 CONSULTING AGREEMENT This CONSULTING AGREEMENT (the “Agreement”) is entered into on September 4, 2023 (the “Effective Date”), by and between Society Pass Incorporated, a Nevada corporation (the “Company”) and [ ] (the “Consultant”). Each of the Company and the Consultant may be referred to herein as a “Party” and collectively as the “Parties.” WHEREAS, Consultant has the capability an

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): September 8, 2023 SOCIETY PASS IN

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): September 8, 2023 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commissi

Sales Agreement, dated August 21, 2023, by and between Society Pass Incorporated and Ascendiant Capital Markets, LLC.

Exhibit 10.1 SOCIETY PASS INCORPORATED Common Stock (par value $0.0001 per share) At-The-Market Issuance Sales Agreement August 21, 2023 Ascendiant Capital Markets, LLC 110 Front Street, Suite 300 Jupiter, FL 33477 Ladies and Gentlemen: Society Pass Incorporated, a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with Ascendiant Capital Markets, LLC (the “Agent”), as f

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): August 21, 2023 SOCIETY PASS INCO

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): August 21, 2023 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commission

Up to $10,000,000 Society Pass Incorporated Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-271030 PROSPECTUS SUPPLEMENT (To Prospectus Dated April 20, 2023) Up to $10,000,000 Society Pass Incorporated Shares of Common Stock We have entered into an At-The-Market Issuance Sales Agreement, or the sales agreement, with Ascendiant Capital Markets, LLC, or ACM, relating to shares of our common stock offered by this prospectus supplement an

Form of Stock Grant Agreement

Exhibit 10.3 Option Number XXX SOCIETY PASS INCORPORATED 2021 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms in the Stock Option Agreement (the “Option Agreement”) have the same meanings as defined in the Society Pass Incorporated (the “Company”) 2021 Equity Incentive Plan (as amended from time to time)(the “Plan”). I. NOTICE OF STOCK OPTION GRANT Optionee:

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 SOCIETY PASS INCORPORATED Security Type Security Class Title Fee Calculation Rule(3) Amount Registered(1) Proposed Maximum Offering Price Per Share(3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(4) Equity Common Stock, par value $0.

As filed with the Securities and Exchange Commission on August 18, 2023

As filed with the Securities and Exchange Commission on August 18, 2023 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41037 SOCIETY PA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment #1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 ☐ TRANSITIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment #1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41037

August 1, 2023

August 1, 2023 Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission 100 F Street, N.

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): June 30, 2023 SOCIETY PASS INCORP

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): June 30, 2023 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commission F

Securities Purchase Agreement, dated June 30, 2023, by and among the Buyer, Story-I Ltd., Story-I Pte Ltd. and Michael Chan.

SECURITIES PURCHASE AGREEMENT between NEXTGEN RETAIL INC., Story-I Pte Ltd., Story-I LIMITED, and MICHAEL CHAN dated as of June 30, 2023 1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”), dated as of June 30, 2023, is entered into by and between NextGen Retail Inc., a Nevada corporation (the “Buyer), Story-I Ltd., an Australian corporation (ACN 163 916 989) (“Au

Society Pass Inc (Nasdaq: SOPA) Subsidiary, NextGen Retail Inc, to Acquire Indonesia’s PT Inetindo Infocom to Create an Online and Offline Electronics and Gaming Retailer in the World’s 4th Most Populous Economy; Acquisition Onboards Approximately US

Society Pass Inc (Nasdaq: SOPA) Subsidiary, NextGen Retail Inc, to Acquire Indonesia’s PT Inetindo Infocom to Create an Online and Offline Electronics and Gaming Retailer in the World’s 4th Most Populous Economy; Acquisition Onboards Approximately US$30 million to Society Pass Revenue Base • NextGen Retail Inc (formerly known as Leflair Inc) ventures out of Vietnam and enters the Indonesian market for the first time; creates online and offline retailer in SEA • PT Inetindo Infocom acquisition onboards approximately US$30 million of annual revenues to Society Pass Inc.

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): June 27, 2023 SOCIETY PASS INCORP

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): June 27, 2023 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commission F

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 25, 2023 SOCIETY PASS INCORPO

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 25, 2023 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commission Fi

Society Pass Inc (Nasdaq: SOPA) Reports Outsized Revenue Growth and Margin Expansion for 1Q 2023 Financial Results; Recognises 359% Year on Year Revenue Growth for 1Q 2023; Gross Margin Increases to 33.5% in 1Q 2023 from 25.5% in 4Q 2022

Society Pass Inc (Nasdaq: SOPA) Reports Outsized Revenue Growth and Margin Expansion for 1Q 2023 Financial Results; Recognises 359% Year on Year Revenue Growth for 1Q 2023; Gross Margin Increases to 33.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a

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 11, 2023 SOCIETY PASS INCORPO

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 11, 2023 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41037 SOCIETY P

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 1, 2023 SOCIETY PASS INCORPOR

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 1, 2023 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commission Fil

SOCIETY PASS INCORPORATED 701 S. Carson Street, Suite 200, Carson City, NV 89701

SOCIETY PASS INCORPORATED 701 S. Carson Street, Suite 200, Carson City, NV 89701 April 18, 2023 Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Society Pass Incorporated Registration Statement on Form S-3 Filed March 31, 2023 File No. 333-271030 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, a

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Society Pass Incorporated (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees previously paid Equity Common Stock, par value $0.

As filed with the Securities and Exchange Commission on April 17, 2023

As filed with the Securities and Exchange Commission on April 17, 2023 Registration No.

As filed with the Securities and Exchange Commission on March 31, 2023

As filed with the Securities and Exchange Commission on March 31, 2023 Registration No.

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Society Pass Incorporated (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees previously paid Equity Common Stock, par value $0.

Society Pass Inc (Nasdaq: SOPA) Reports Compelling 4Q 2022 and Full Year 2022 Financial Results; Recognises 530% Year on Year Revenue Growth for 4Q 2022 from 4Q 2021; Recognises 984% Year on Year Revenue Growth for Full Year 2022 from Full Year 2021;

Society Pass Inc (Nasdaq: SOPA) Reports Compelling 4Q 2022 and Full Year 2022 Financial Results; Recognises 530% Year on Year Revenue Growth for 4Q 2022 from 4Q 2021; Recognises 984% Year on Year Revenue Growth for Full Year 2022 from Full Year 2021; Forecasts Path to Profitability in 2023 New York, 23 March 2023 – Society Pass Inc.

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): March 23, 2023 SOCIETY PASS INCOR

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): March 23, 2023 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41037 SOCIETY PASS I

Description of Registrant’s Securities

Exhibit 4.6 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Society Pass Incorporated has one class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): its common stock, par value $0.0001 per share (“common stock”). The following description of our capital stock

List of Subsidiaries of the Company.

Exhibit 21.1 Subsidiaries of Society Pass Incorporated Name of Subsidiary Jurisdiction of Incorporation Leflair Incorporated Nevada Society Technology LLC Nevada SOPA Technology Pte Ltd Singapore SOPA Cognitive Analytics PVT LTD India SOPA Technology Co Ltd Vietnam Hottab Pte Ltd Singapore Hottab Vietnam Co Ltd Vietnam Hottab Asset Company Limited Vietnam Push Delivery Pte Ltd Singapore SOPA (Phil

Investor Presentation

#Loyalty A loyalty platform creating long-term customer loyalty, generating revenue for merchants, replacing cash discounts ABOUT SOCIETY PASS Building the Next Generation Digital Ecosystem and Loyalty Platform in Southeast Asia (SEA) Founded in 2018 as a data-driven loyalty, fintech and e-commerce ecosystem in the fast-growing SEA markets of Vietnam, Indonesia, Philippines, Singapore and Thailand

Investor Presentation

Investor Presentation

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): March 9, 2023 SOCIETY PASS INCORP

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): March 9, 2023 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commission F

Submission of Matters to a Vote of Security Holders

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): December 20, 2022 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by Registrant ☒ Filed by Party other than Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41037 SOCIE

RBSM LLP letter, dated October 11, 2022.

RBSM LLP NEW YORK, NEW YORK October 11, 2022 Securities and Exchange Commission 100 F Street, N.

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

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): October 7, 2022 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commission

Society Pass Incorporated and AdActive Media CA Inc. and Thoughtful (Thailand) Co. Ltd. Notes to the unaudited pro forma combined financial information

Society Pass Incorporated and AdActive Media CA Inc. and Thoughtful (Thailand) Co. Ltd. Notes to the unaudited pro forma combined financial information Society Pass Incorporated and Adactive Media CA Inc and Thoughtful (Thailand) Co. Ltd Unaudited Proforma Combined Consolidated Balance Sheet as of March 31, 2022 (Expressed in United States Dollars) SOPA AdActive Media CA(F) Thoughtful Thailand Co.

THOUGHTFUL (THAILAND) CO., LTD. The Special Purpose Of the Financial Statement For the year end 31 December 2021 Auditor report

THOUGHTFUL (THAILAND) CO., LTD. The Special Purpose Of the Financial Statement For the year end 31 December 2021 and Auditor report 1 INDEPENDENT AUDITOR'S REPORT To The shareholders of THOUGHTFUL (THAILAND) CO., LTD. Opinion We have audited the special purpose of the financial statements of THOUGHTFUL (THAILAND) CO., LTD., which comprise the statement of financial position as at December 31, 2021

ADACTIVE MEDIA, INC (United States business) Combined Consolidated Financial Statements For the Years Ended December 31, 2021 and 2020

ADACTIVE MEDIA, INC (United States business) Combined Consolidated Financial Statements For the Years Ended December 31, 2021 and 2020 Pages Financial Statements - Report of Independent Registered Public Accounting Firm 2 Combined Consolidated Balance Sheets as of December 31, 2021 and 2020 3 Combined Consolidated Statements of Operations for the Years ended December 31, 2021 and 2020 4 Combined C

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2022 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commission

Filing of Society Pass (Nasdaq: SOPA) Form 8-K/A in Connection of Acquisitions of AdActive Media CA, Inc and Thoughtful Thailand Ltd; Acquired Subsidiaries Recognise 2021 Revenues of US$5.6 million

Filing of Society Pass (Nasdaq: SOPA) Form 8-K/A in Connection of Acquisitions of AdActive Media CA, Inc and Thoughtful Thailand Ltd; Acquired Subsidiaries Recognise 2021 Revenues of US$5.

Sale and Purchase Agreement dated August 15, 2022, among the Company, SOPA Technology Pte, Ltd. and PT Gema Lintas Benua (incorporated by reference to Exhibit 2.1 to the Company's Current Report filed on Form 8-K on August 19, 2022.

SALE AND PURCHASE AGREEMENT This Sale and Purchase Agreement ("Agreement") is made on 15 August 2022, by and between: 1.

Society Pass (Nasdaq: SoPa) Marks First Foray into Indonesia by Acquiring Jakarta-based NusaTrip, Indonesia’s First International Air Transport Association-Accredited Online Travel Agency

Society Pass (Nasdaq: SoPa) Marks First Foray into Indonesia by Acquiring Jakarta-based NusaTrip, Indonesia’s First International Air Transport Association-Accredited Online Travel Agency JAKARTA, Aug 15, 2022 – (ACN Newswire) – Society Pass Inc (Nasdaq: SOPA), Southeast Asia’s (“SEA”) next generation digital ecosystem, announces the acquisition of NusaTrip (“NusaTrip”), a leading Jakarta-based Online Travel Agency (“OTA”) in Indonesia and across SEA.

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Other Events, Financial Statements and Exhibits

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): August 19, 2022 (August 15, 2022) SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41037 SOCIETY PA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2022 ? 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: n/a Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Stock purchase Agreement dated July 7, 2022 among the Company, Thoughtful Media Group Incorporated and AdActive Media Group, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report filed on Form 8-K on July 13, 2022).

STOCK PURCHASE AGREEMENT among SOCIETY PASS INCORPORATED, THOUGHTFUL MEDIA GROUP INCORPORATED, and AdActive Media, Inc.

Consulting Agreement, dated July 7, 2022, between the Company and Basic Consultants Inc.

CONSULTING AGREEMENT This Consulting Agreement (this ?Agreement?), dated as of July 7, 2022 (the ?Effective Date?), is made and entered into by and among Society Pass, Inc.

Society Pass (SoPa) Marks First Foray Into Thailand by Acquiring Bangkok-Headquartered Thoughtful Media Group, Southeast Asia's Leading Digital Video Multi-Platform Network and Social Commerce Platform

July 11, 2022 8:00 AM Society Pass (SoPa) Marks First Foray Into Thailand by Acquiring Bangkok-Headquartered Thoughtful Media Group, Southeast Asia's Leading Digital Video Multi-Platform Network and Social Commerce Platform SoPa acquires first company in Thailand and continues network expansion of its digital ecosystem throughout Southeast Asia (?SEA?) Thoughtful Media?s social commerce-focused Multi-Platform Network (?MPN?) in Thailand, Vietnam, Philippines and the US amplifies SoPa?s loyalty offering Thoughtful Media recorded revenues of US$5.

Sale and Purchase Agreement dated August 15 2022, by and between PT Gema Lintas Benua, Sigit Ginawan Putra, Society Pass Incorporated, and SOPA Technology Pte. Ltd. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report filed on Form 8-K on July 13, 2022).

COMMON STOCK PURCHASE WARRANT SOCIETY PASS INCORPORATED Warrant Shares: 203,109 Initial Exercise Date: July 7, 2022 THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns AdActive Media, Inc.

Consulting Agreement, dated July 7, 2022, between the Company and Thorman Development, Inc.

CONSULTING AGREEMENT This Consulting Agreement (this ?Agreement?), dated as of July 7, 2022 (the ?Effective Date?), is made and entered into by and among Society Pass, Inc.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Completion of Acquisition or Disposition of Assets, Other Events, Financial Statements and Exhibits

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): July 7, 2022 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2022 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41037 SOCIETY P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2022 ? 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: n/a Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

See accompanying Notes to Financial Statements.

New Retail Experience Inc. Financial Statements December 31, 2021 and 2020 and Independent Auditor?s Report 1 INDEPENDENT AUDITOR?S REPORT The Board of Directors New Retail Experience Incorporated Report on the Audit of the Financial Statements Opinion I have audited the financial statements of New Retail Experience Incorporated (the Company), which comprise the statements of financial position as

SOCIETY PASS INCORPORATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

Exhibit 99.2 UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF SOCIETY PASS INCORPORATED. AND SUBSIDIARIES AS OF SEPTEMBER 30, 2021 AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020 SOCIETY PASS INCORPORATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020 1 SOCIETY PASS INCORPORATED NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020 INDEX Page FINANCIAL STATEME

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 14, 2022 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41037 SOCIETY PASS I

Employment Agreement, dated February 25, 2022 between Dream Space and Seo Jun Ho

CỘNG HÒA XÃ HỘI CHỦ NGHĨA VIỆT NAM Độc lập – Tự do – Hạnh phúc SOCIALIST REPUBLIC OF VIETNAM Independence- Freedom-Happiness -o0o- HỢP ĐỒNG LAO ĐỘNG LABOR CONTRACT Hôm nay, ngày 25/tháng 02/2022, tại trụ sở CÔNG TY TNHH THƯƠNG MẠI DREAM SPACE: Today, on 25/February /2022, at the headquarters of DREAM SPACE TRADING CO.

SOCIETY PASS (SOPA) ADDS VIETNAM'S HANDYCART TO ITS NEXT-GENERATION DIGITAL ECOSYSTEM AND LOYALTY PLATFORM

SOCIETY PASS (SOPA) ADDS VIETNAM'S HANDYCART TO ITS NEXT-GENERATION DIGITAL ECOSYSTEM AND LOYALTY PLATFORM Hanoi, Feb.

Transfer of Capital Contribution Agreement, dated February 25, 2022, among Mai Anh Tuan and the Push Delivery Pte Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report filed on Form 8-K on March 02, 2022).

C?NG HO? X? H?I CH? NGH?A VI?T NAM ??c l?p ? T? do ? H?nh ph?c SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness -o0o- H?P ??NG CHUY?N NH??NG V?N G?P TRANSFER OF CAPITAL CONTRIBUTION AGREEMENT S?: 01/2022/H?CN H?m nay, ng?y 25/th?ng 02/2022, t?i tr? s? C?NG TY TNHH TH??NG M?I DREAM SPACE.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Completion of Acquisition or Disposition of Assets, Other Events, Financial Statements and Exhibits

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): February 25, 2022 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commissi

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): February 14, 2022 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of incorporation) (Commissi

Share Purchase Agreement, dated February 14, 2022, among the Push Delivery Pte Ltd. and Michael George C. Lim and several other Sellers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report filed on Form 8-K on February 17, 2022).

SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT (the ?Agreement?) dated as of February 14, 2022 is entered into by and among: Push Delivery Pte Ltd.

SOCIETY PASS (SOPA) COMPLETES ACQUISITION OF PUSHKART.PH EXPANDING SOUTHEAST ASIA FOOTPRINT

SOCIETY PASS (SOPA) COMPLETES ACQUISITION OF PUSHKART.PH EXPANDING SOUTHEAST ASIA FOOTPRINT Singapore, Feb. 14, 2022 (GLOBE NEWSWIRE) - Society Pass Incorporated (Nasdaq: SOPA) (?SoPa? or the ?Company?), a leading Southeast Asian data-driven loyalty platform, today announced that it has acquired Pushkart.ph, a leading online grocery delivery service in Philippines. As a result of the acquisition,

SOCIETY PASS (SOPA) ANNOUNCES PRICING OF US$10 MILLION UNDERWRITTEN PUBLIC OFFERING

SOCIETY PASS (SOPA) ANNOUNCES PRICING OF US$10 MILLION UNDERWRITTEN PUBLIC OFFERING Singapore, Feb.

SOPA / Society Pass Inc / Nguyen Dennis Luan Thuc - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

Society Pass (SoPa) Announces Closing of US$11.5 Million Underwritten Public Offering, Including Full Exercise of the Overallotment Option

Society Pass (SoPa) Announces Closing of US$11.5 Million Underwritten Public Offering, Including Full Exercise of the Overallotment Option Singapore, February 11, 2022 - Society Pass Incorporated (Nasdaq: SOPA) (?SoPa? or the ?Company?), a leading Southeast Asian data-driven loyalty platform, today announced the closing of its underwritten public offering of 3,484,845 shares of common stock and ac

Entry into a Material Definitive Agreement, Other Events, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): February 8, 2022 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction (Commission (IRS Employer of

Underwriting Agreement dated February 8, 2022.

EX-1.1 2 ex11.htm EXHIBIT 1,1 SOCIETY PASS INCORPORATED UNDERWRITING AGREEMENT February 8, 2022 MAXIM GROUP LLC 300 Park Avenue, 16th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule I hereto Ladies and Gentlemen: The undersigned, Society Pass Incorporated, a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to th

4,760,700 Shares of Common Stock Warrants to Purchase 3,030,300 Shares of Common Stock Society Pass Incorporated

Prospectus Filed Pursuant to Rule 424(b)(4) Registration No. 333-262177 4,760,700 Shares of Common Stock Warrants to Purchase 3,030,300 Shares of Common Stock Society Pass Incorporated We are offering 3,030,300 shares of common stock, par value $0.0001 per share, and warrants to purchase 3,030,300 shares of common stock, or Warrants, at an offering price of $3.30 per share of common stock and Warr

[Signature Page Follows]

February 8, 2022 Securities and Exchange Commission 100 F. Street, NE Washington, D.C. 20549 Re: Society Pass Incorporated Registration Statement on Form S-1 File No. 333-262177 VIA EDGAR Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC, as representative of t

Society Pass Incorporated 701 S. Carson Street, Suite 200 Carson City, NV 89701

Society Pass Incorporated 701 S. Carson Street, Suite 200 Carson City, NV 89701 February 8, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Scott Anderegg Re: Society Pass Incorporated Registration Statement on Form S-1, as amended File No. 333-262177 Ladies and Gentlemen: Pursuant to Rules 460 and

As filed with the Securities and Exchange Commission on February 8, 2022.

As filed with the Securities and Exchange Commission on February 8, 2022. Registration No. 333-262177 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 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 7389 83-1019155 (State or Other Jurisdiction of Incorp

Society Pass Incorporated 701 S. Carson Street, Suite 200 Carson City, NV 89701

Society Pass Incorporated 701 S. Carson Street, Suite 200 Carson City, NV 89701 February 7, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Scott Anderegg Re: Society Pass Incorporated Registration Statement on Form S-1, as amended File No. 333-262177 Ladies and Gentlemen: Reference is made to our

February 7, 2022

CORRESP 1 filename1.htm February 7, 2022 Securities and Exchange Commission 100 F. Street, NE Washington, D.C. 20549 Re: Society Pass Incorporated Registration Statement on Form S-1 File No. 333-262177 VIA EDGAR Ladies and Gentlemen: Reference is made to our letter, filed as correspondence via EDGAR on February 4, 2022, in which we, Maxim Group LLC, as representative of the underwriters, joined th

Society Pass Incorporated 701 S. Carson Street, Suite 200 Carson City, NV 89701

CORRESP 1 filename1.htm Society Pass Incorporated 701 S. Carson Street, Suite 200 Carson City, NV 89701 February 4, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Scott Anderegg Re: Society Pass Incorporated Registration Statement on Form S-1, as amended File No. 333-262177 Ladies and Gentlemen: R

February 4, 2022

CORRESP 1 filename1.htm February 4, 2022 Securities and Exchange Commission 100 F. Street, NE Washington, D.C. 20549 Re: Society Pass Incorporated Registration Statement on Form S-1 File No. 333-262177 VIA EDGAR Ladies and Gentlemen: Reference is made to our letter, filed as correspondence via EDGAR on February 3, 2022, in which we, Maxim Group LLC, as representative of the underwriters, joined th

Society Pass Incorporated 701 S. Carson Street, Suite 200 Carson City, NV 89701

Society Pass Incorporated 701 S. Carson Street, Suite 200 Carson City, NV 89701 February 4, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Scott Anderegg Re: Society Pass Incorporated Registration Statement on Form S-1, as amended File No. 333-262177 Ladies and Gentlemen: Pursuant to Rules 460 and

[Signature Page Follows]

February 4, 2022 Securities and Exchange Commission 100 F. Street, NE Washington, D.C. 20549 Re: Society Pass Incorporated Registration Statement on Form S-1 File No. 333-262177 VIA EDGAR Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC, as representative of t

Society Pass Incorporated 701 S. Carson Street, Suite 200 Carson City, NV 89701

Society Pass Incorporated 701 S. Carson Street, Suite 200 Carson City, NV 89701 February 3, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Scott Anderegg Re: Society Pass Incorporated Registration Statement on Form S-1, as amended File No. 333-262177 Ladies and Gentlemen: Pursuant to Rules 460 and

February 3, 2022

February 3, 2022 Securities and Exchange Commission 100 F. Street, NE Washington, D.C. 20549 Re: Society Pass Incorporated Registration Statement on Form S-1 File No. 333-262177 VIA EDGAR Ladies and Gentlemen: Reference is made to our letter, filed as correspondence via EDGAR on February 1, 2022, in which we, Maxim Group LLC, as representative of the underwriters, joined the Company?s request for

[Signature Page Follows]

February 3, 2022 Securities and Exchange Commission 100 F. Street, NE Washington, D.C. 20549 Re: Society Pass Incorporated Registration Statement on Form S-1 File No. 333-262177 VIA EDGAR Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC, as representative of t

Society Pass Incorporated 701 S. Carson Street, Suite 200 Carson City, NV 89701

Society Pass Incorporated 701 S. Carson Street, Suite 200 Carson City, NV 89701 February 3, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Scott Anderegg Re: Society Pass Incorporated Registration Statement on Form S-1, as amended File No. 333-262177 Ladies and Gentlemen: Reference is made to our

[Signature Page Follows]

February 1, 2022 Securities and Exchange Commission 100 F. Street, NE Washington, D.C. 20549 Re:Society Pass Incorporated Registration Statement on Form S-1 File No. 333-262177 VIA EDGAR Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC, as representative of th

Society Pass Incorporated 701 S. Carson Street, Suite 200 Carson City, NV 89701

Society Pass Incorporated 701 S. Carson Street, Suite 200 Carson City, NV 89701 February 1, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Scott Anderegg Re: Society Pass Incorporated Registration Statement on Form S-1, as amended File No. 333-262177 Ladies and Gentlemen: Pursuant to Rules 460 and

As filed with the Securities and Exchange Commission on January 28, 2022.

As filed with the Securities and Exchange Commission on January 28, 2022. Registration No. 333-262177 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 7389 83-1019155 (State or Other Jurisdiction of Incorp

January 14, 2022

January 14, 2022 Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission 100 F Street, N.

Form of Warrant Agent Agreement between the Company and the Warrant Agent (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement No. 333-262177, initially filed on January 14, 2022).

SOCIETY PASS INCORPORATED and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent Warrant Agency Agreement Dated as of [?], 2022 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of [?], 2022 (?Agreement?), between Society Pass Incorporated, a corporation organized under the laws of Nevada (the ?Company?), and American Stock Transfer & Trust Company, LLC, a limited liability trust company organized under the laws of the State of New York (the ?Warrant Agent?).

Form of Underwriter’s Warrant (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement No. 333-262177, initially filed on January 14, 2022).

EX-1.1 25 ex11.htm EXHIBIT 1.1 SOCIETY PASS INCORPORATED UNDERWRITING AGREEMENT January , 2022 MAXIM GROUP LLC 300 Park Avenue, 16th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule I hereto Ladies and Gentlemen: The undersigned, Society Pass Incorporated, a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the

Share Exchange Agreement, Dated October 1, 2021 among the Company, SOPA Technology Pte Ltd and certain stockholders of SOPA Technology Pte. Ltd. (incorporated by reference to Exhibit 10.20 to the Company’s Registration Statement No. 333-262177, initially filed on January 14, 2022).

Exhibit 10.20 SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (this ?Agreement?) is entered into and made effective as of 1 October 2021, by and between SOCIETY PASS INCORPORATED, a Nevada corporation (?SOPA?), SOPA TECHNOLOGY PTE. LTD., a company incorporated under the laws of Singapore (?STPL?), and Stockholders (as defined in Exhibit B) (the ?Stockholders?) of GOODVENTURES SEA LIMITED, a

Form of Warrant (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement No. 333-262177, initially filed on January 14, 2022).

COMMON STOCK PURCHASE WARRANT SOCIETY PASS INCORPORATED Warrant Shares: [ ] Initial Exercise Date: [ ], 2022 THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the ?Initial Exercise Date?) and on or prior to 5:00 p.

As filed with the Securities and Exchange Commission on January 14, 2022.

As filed with the Securities and Exchange Commission on January 14, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Society Pass Incorporated (Exact name of registrant as specified in its charter) Nevada 7389 83-1019155 (State or Other Jurisdiction of Incorporation or Organization)

List of Subsidiaries of the Company.

Exhibit 21.1 List of Subsidiaries of Society Pass Incorporated ? Leflair Incorporated ? Society Technology LLC ? SOPA Technology Pte Ltd ? SOPA Cognitive Analytics PVT LTD ? SOPA Technology Co Ltd ? Hottab Pte Ltd ? Hottab Vietnam Co Ltd ? Push Delivery Pte Ltd ? SOPA (Phils) INC

SOPA / Society Pass Inc / Nguyen Dennis Luan Thuc Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

SOPA / Society Pass Inc / LIANG RAYNAULD WEE LEONG Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

As confidentially submitted to the Securities and Exchange Commission on December 21, 2021.

DRS 1 filename1.htm As confidentially submitted to the Securities and Exchange Commission on December 21, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Society Pass Incorporated (Exact name of registrant as specified in its charter) Nevada 7389 83-1019155 (State or Other Jurisdict

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41037 SOCIETY PASS INCORPO

Underwriting Agreement dated November 8, 2021.

EX-1.1 2 ex11.htm EXHIBIT 1.1 SOCIETY PASS INCORPORATED UNDERWRITING AGREEMENT November 8, 202 MAXIM GROUP LLC 300 Park Avenue, 16th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule I hereto Ladies and Gentlemen: The undersigned, Society Pass Incorporated, a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the

Common Shares to Trade on NASDAQ under Ticker “SOPA”

Society Pass (SoPa) Announces Pricing of US$26 Million Initial Public Offering November 08, 2021 19:00 ET | Source: Society Pass Incorporated Common Shares to Trade on NASDAQ under Ticker ?SOPA? Singapore, Nov.

Society Pass (SoPa) Announces Closing of $26,000,000 Initial Public Offering and Closing of $2,125,000 Over-Allotment

EX-99.2 8 ex992.htm EXHIBIT 99.2 Society Pass (SoPa) Announces Closing of $26,000,000 Initial Public Offering and Closing of $2,125,000 Over-Allotment November 12, 2021 16:05 ET | Source: Society Pass Incorporated Singapore, Nov. 12, 2021 (GLOBE NEWSWIRE) - via NewMediaWire - Society Pass Incorporated (Nasdaq: SOPA) (“SoPa” or the “Company”), a leading Southeast Asian data-driven loyalty platform,

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

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) November 8, 2021 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 001-41037 83-1019155 (State or other jurisdiction of Incorporation) (Commission

Society Pass Incorporated 2,888,889 Shares of Common Stock

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-258056 Society Pass Incorporated 2,888,889 Shares of Common Stock This is an initial public offering of shares of common stock of Society Pass Incorporated. We are offering 2,888,889 shares of our common stock. Prior to this offering, there has been no public market for our common stock. The public offering price of the shares in thi

Form 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SOCIETY PASS INCORPORATED (Exact name of registrant as specified in its charter) Nevada 83-1019155 (State or other jurisdiction of incorporation) (IRS Employer Identification Number) 701 S. Carson

[Signature Page Follows]

November 4, 2021 Securities and Exchange Commission 100 F. Street, NE Washington, D.C. 20549 Re: Society Pass Incorporated Registration Statement on Form S-1 File No. 333-258056 VIA EDGAR Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC, as representative of t

Society Pass Incorporated 701 S. Carson Street, Suite 200

Society Pass Incorporated 701 S. Carson Street, Suite 200 Carson City, NV 89701 November 4, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Scott Anderegg Re: Society Pass Incorporated Registration Statement on Form S-1, as amended File No. 333-258056 Ladies and Gentlemen: Pursuant to Rules 460

Amendment to Employment Agreement dated October 25, 2021 between Dennis Nguyen and the Registrant (incorporated by reference to Exhibit 10.19 to the Registrant’s Registration Statement No. 333-258056, initially filed on July 20, 2021).

AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement (this ?Amendment?) is entered into and made effective as of October 25, 2021, by and between Society Pass Incorporated (successor in interest to Food Society Group Limited), a Nevada corporation (the ?Company?) and Dennis Nguyen (the ?Executive?).

As filed with the Securities and Exchange Commission on October 25, 2021.

S-1/A 1 sopa1021211forms1a.htm S-1/A As filed with the Securities and Exchange Commission on October 25, 2021. Registration No. 333-258056 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 6 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 7389 83-1019155 (

October 25, 2021

October 25, 2021 Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission 100 F Street, N.

Business Cooperation Contract dated May 28, 2021 between Paytech, JSC and the Registrant (incorporated by reference to Exhibit 10.17 to the Registrant’s Registration Statement No. 333-258056, initially filed on July 20, 2021).

EX-10.17 3 ex1017.htm EXHIBIT 10.17

Business Cooperation Agreement dated August 15, 2021 between Hottab Vietnam Company Limited and Rainbow Loyalty Company Limited (incorporated by reference to Exhibit 10.18 to the Registrant’s Registration Statement No. 333-258056, initially filed on July 20, 2021).

BUSINESS COOPERATION AGREEMENT between HOTTAB VIETNAM COMPANY LIMITED and RAINBOW LOYALTY COMPANY LIMITED August 15th, 2021 1 THIS BUSINESS COOPERATION AGREEMENT (this “Agreement”) is entered into on August 15th, 2021 by and between: HOTTAB VIETNAM COMPANY LIMITED Registered Address Floor No.

EXHIBIT A

October 13, 2021 Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission 100 F Street, N.

Form of Underwriter Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement No. 333-258056, initially filed on July 20, 2021).

EX-1.1 2 ex11.htm EXHIBIT 1.1 SOCIETY PASS INCORPORATED UNDERWRITING AGREEMENT , 2021 MAXIM GROUP LLC 405 Lexington Avenue New York, NY 10174 As Representative of the Underwriters named on Schedule I hereto Ladies and Gentlemen: The undersigned, Society Pass Incorporated, a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or

As filed with the Securities and Exchange Commission on October 13, 2021.

As filed with the Securities and Exchange Commission on October 13, 2021. Registration No. 333-258056 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 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 7389 83-1019155 (State or Other Jurisdiction of Incorp

As filed with the Securities and Exchange Commission on October 4, 2021.

As filed with the Securities and Exchange Commission on October 4, 2021. Registration No. 333-258056 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 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 7389 83-1019155 (State or Other Jurisdiction of Incorpo

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).

Business Entity - Filing Acknowledgement 09/27/2021 Work Order Item Number: W2021092700351 - 1607706 Filing Number: 20211777120 Filing Type: Amended Certification of Stock Designation After Issuance of Class/Series Filing Date/Time: 09/27/2021 08:54:53 AM Filing Page(s): 3 Indexed Entity Information: Entity ID: E0305332018-1 Entity Name: SOCIETY PASS INCORPORATED.

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).

EX-3.14 2 ex314.htm EXHIBIT 3,14 Exhibit 3.14 Document Number 20180521813-61 Filing Date and Time 12/04/2018 8:16 AM Entity Number E0305332018-1 Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) 1. Name of corporation: SOCIETY PASS INCORPORATED 2. The articles have been amended as follows: (provide art

The Registrant’s 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.16 to the Registrant’s Registration Statement No. 333-258056, initially filed on July 20, 2021).

SOCIETY PASS INCORPORATED 2021 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: • to attract and retain the best available personnel for positions of substantial responsibility; • to provide additional incentive to Employees, Directors, and Consultants; and • to promote the success of the Company’s business. The Plan permits the grant of Incentive Stock Options, Nonsta

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).

EX-3.16 4 ex316.htm EXHIBIT 3.16 Business Entity - Filing Acknowledgement 09/21/2021 Work Order Item Number: W2021092101033 - 1596731 Filing Number: 20211764903 Filing Type: Amendment After Issuance of Stock Filing Date/Time: 09/21/2021 11:45:32 AM Filing Page(s): 5 Indexed Entity Information: Entity ID: E0305332018-1 Entity Name: SOCIETY PASS INCORPORATED. Entity Status: Default Expiration Date:

Form of Series C-1 Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement No. 333-258056, initially filed on July 20, 2021).

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE 1933 ACT, OR AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER HEREOF, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT AS SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND APPLICABLE LAWS IS AVAILABLE.

List of Subsidiaries of the Registrant.

Subsidiaries Name Jurisdiction 1. Society Technology LLC Nevada 2. SoPa Technology Pte Ltd. Singapore 3. SoPa Cognitive Analytics Private Limited India 4. Sopa Technology Co Ltd Vietnam 5. HOTTAB Pte Ltd Singapore 6. HOTTAB Vietnam Co Ltd Vietnam 7. HOTTAB Asset Vietnam Co Ltd Vietnam

As filed with the Securities and Exchange Commission on September 27, 2021.

As filed with the Securities and Exchange Commission on September 27, 2021. Registration No. 333-258056 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 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 7389 83-1019155 (State or Other Jurisdiction of Inco

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).

Exhibit 3.15 Document Number 20180432752-34 Filing Date and Time 10/02/2018 11:37 AM Entity Number E0305332018-1 Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) 1. Name of corporation: Food Society, Inc. 2. The articles have been amended as follows: (provide article numbers, if available) Article I o

Employment Agreement dated as of September 1, 2020 between Society Pass Incorporated and Liang Wee Leong Raynauld (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement No. 333-258056, initially filed on July 20, 2021).

EMPLOYMENT AGREEMENT This Employment Agreement, dated as of September 1, 2021 (this “Agreement”), is made and entered into by and between Society Pass Incorporated, a Nevada corporation (the “Company”), and Raynauld Liang, an adult individual (the “Executive”).

Certificate of Designation for Series X Super Voting Preferred Stock ((incorporated by reference to Exhibit 3.13 to the Registrant’s Registration Statement No. 333-258056, initially filed on July 20, 20210.

EX-3.13 3 ex313.htm EXHIBIT 3.13 Business Entity - Filing Acknowledgement Work Order Item Number: W2021083101036-1554225 Filing Number: 20211716911 Filing Type: Certificate of Designation Filing Date/Time: 8/31/2021 10:04:00 AM Filing Page(s): 3 Indexed Entity Information: Entity ID: E0305332018-1 Entity Name: SOCIETY PASS INCORPORATED. Entity Status: Default Expiration Date: None Commercial Regis

Payment Gateway Agreement dated April 20, 2020 between Hottab Asset Vietnam Co. Ltd and Media Corporation (Vietnam Post Telecommunication Media)

SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom – Happiness PAYMENT SERVICE SUPPLY COOPERATION CONTRACT (No: 05/2020/HDDV/VNPT MEDIA-Hottab) Today, on April 20, 2020, in Hanoi, we hereby include: I.

Vendor Finance Partnership Agreement, dated as of October 22, 2019 between Hottab Asset Vietnam Co. Ltd and SHBank Finance Co. Ltd

SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom ? Happiness COOPERATION CONTRACT No: 01/HDHT/SHBFC-HOTTAB - Pursuant to the Civil Code No.

Payment Gateway Agreement dated August 31, 2020 between Hottab Asset Vietnam Co. Ltd and Zion Joint Stock Company

ZALOPAY PAYMENT SUPPORT SERVICES SUPPLY CONTRACT NO: 67/2020/ZALOPAY/ZION-HOTTAB Name: HOTTAB ASSET VIETNAM COMPANY LIMITED Address: No.

Food Delivery Partnership Agreement dated as of April 22, 2021 between Hottab Asset Vietnam Co. Ltd and Dream Space Trading Co. Ltd

EX-10.08 2 ex1008.htm EXHIBIT 10.08 Website: www.hottab.net SERVICE CONTRACT HANDY – HOTTAB - According to Civil law number 91/2015/QH13 passed on 24/11/2015 by the congress of The Socialist Republic of Vietnam; - According to Commercial Law number 36/2005/QH11 passed on 14/06/2005 by the congress of The Socialist Republic of Vietnam; - According to the need and capability of both parties; Today,

Food Delivery Partnership Agreement dated as of July 29, 2020 between Hottab Asset Vietnam Co. Ltd and Lala Move Vietnam Co. Ltd

Website: www.lalamove.com SERVICE CONTRACT LalaMove – HOTTAB - According to Civil law number 91/2015/QH13 passed on 24/11/2015 by the congress of The Socialist Republic of Vietnam; - According to Commercial Law number 36/2005/QH11 passed on 14/06/2005 by the congress of The Socialist Republic of Vietnam; - According to the need and capability of both parties; CÔNG TY TNHH HOTTAB ASSET VIỆT NAM Add

Business Cooperation Agreement dated March 6, 2020 between Hottab Asset Vietnam Co. and Triip Pte. Ltd

BUSINESS COOPERATION AGREEMENT between CONG TY TNHH HOTTAB ASSET VIETNAM and TRIIP PTE.

Payment Gateway Agreement dated August 31, 2020 between Hottab Asset Vietnam Co. Ltd and Online Mobile Service Joint Stock Co

EX-10.13 8 ex1013.htm EXHIBIT 10.13 SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom – Happiness MOMO E-WALLET SERVICES SUPPLY CONTRACT No: 224/2020/HD/KD/SOPA-MSERVICE Today, on April 21, 2020, we hereby include: Party A : HOTTAB ASSET VIETNAM COMPANY LIMITED Address : 57 Tran Quoc Toan, Tran Hung Dao Ward, Hoan Kiem District, Hanoi City Phone : 0976940899 Tax code : 0108838460 Representative

As filed with the Securities and Exchange Commission on August 31, 2021.

As filed with the Securities and Exchange Commission on August 31, 2021. Registration No. 333-258056 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 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 7389 83-1019155 (State or Other Jurisdiction of Incorpo

Payment Gateway Agreement dated February 25, 2020 between Hottab Asset Vietnam Co. Ltd and VTC Technology and Digital Content Company (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement No. 333-258056, initially filed on July 20, 2021).

SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness AGREEMENT ON ACCEPTING ONLINE PAYMENT SERVICE VIA VTC PAY E-WALLET AND LOCAL BANK ACCOUNTS No.

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).

BARBARA K. CEGAVSKE Secretary of State STATE OF NEVADA Commercial Recordings & Notary Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708 Fax (775) 684-5708 KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings OFFICE OF THE SECRETARY OF STATE North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486-2880 Fax (702)

As filed with the Securities and Exchange Commission on July 21, 2021.

As filed with the Securities and Exchange Commission on July 21, 2021. Registration No. 333-258056 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 7389 83-1019155 (State or Other Jurisdiction of Incorpora

Accelerator Contract for Equity dated January 10, 2019 by and between HOTTAB PTE. LTD., SOV IV LLC and Sanjeev Sapkota

THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES.

As filed with the Securities and Exchange Commission on July 20, 2021.

As filed with the Securities and Exchange Commission on July 20, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Society Pass Incorporated (Exact name of registrant as specified in its charter) Nevada 7389 83-1019155 (State or Other Jurisdiction of Incorporation or Organization) (Pr

Accelerator Contract for Equity dated January 10, 2019 by and between HOTTAB PTE. LTD., SOV IV LLC and Sanjeev Sapkota

EX-10.3 2 ex103.htm EXHIBIT 10.3 THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PU

(State or Other Jurisdiction of Incorporation or Organization)

Amendment No. 2 to the Draft Registration Statement confidentially submitted to the Securities and Exchange Commission on February 11, 2021 and Amended by Amendment No. 1 thereto confidentially submitted to the Securities and Exchange Commission on May 14, 2021, as confidentially submitted to the Securities and Exchange Commission on June 21, 2021. Registration No. 333- UNITED STATES SECURITIES AN

June 17, 2021

CORRESP 1 filename1.htm June 17, 2021 Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Society Pass Incorporated Draft Registration Statement on Form S-1 Submitted May 14, 2021 CIK No. 0001817511 Dear Staff: On behalf of Society Pass Incorporated (the “Company”), we have set forth below responses to the comments of the staff (the “Sta

Stock Purchase Agreement dated January 10 2019 between HOTTAB PTE. LTD., SOSV IV LLC, General Mobile Corporation and Sanjeev Sapkota

EX-10.2 14 filename14.htm HOTTAB PTE. LTD. STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (the "Agreement'') is made as of January 10th 2019, (the "Effective Date") by and between HOTTAB PTE. LTD. (ENTITY CODE: 201501775D, a Singapore corporation (the "Company"), and SOSV IV LLC ("SOSV"), a Delaware limited liability company, General Mobile Corporation, a Cayman Islands company ("Gmobi") (

Employment Agreement dated as of October 3, 2019 between Society Pass Incorporated and Liang Wee Leong Raynauld

EX-10.5 16 filename16.htm EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") dated as of the October 3, 2019 (the "Effective Date") is between Society Pass Incorporated, a Nevada corporation (the "Company"), and LIANG WEE LEONG RAYNAULD ("Executive"). WITNESSETH: A. The Company desires to hire Executive as its Chief Financial Officer and Executive desires to accept such employment. B

(State or Other Jurisdiction of Incorporation or Organization)

Amendment No.1 to the Draft Registration Statement confidentially submitted to the Securities and Exchange Commission on February 11, 2021, as confidentially submitted to the Securities and Exchange Commission on May 14, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Society Pass In

Employment Agreement dated as of April 1, 2017 between Society Pass Incorporated and Dennis Luan Thuc Nguyen

EMPLOYMENT AGREEMENT This Employment Agreement (the ("Agreement")dated as of April 1, 2017 (the "Effective Date") is between Food Society Group Limited a Cayman Island company (the "Company"), and Dennis Luan Thuc Nguyen ("Executive") WITNESSETH: A.

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)

SOCIETY PASS INCORPORATED. NV Job:C20190417-1143 April 18, 2019 Special Handling Instructions: FSC,DESS,EMAIL 04/18/2019 AP Charges Description Document Nwnber Filing Date/Time Qty Price Amount Designation 20190168242-75 4/17/2019 12:01:04 PM 1 $175.00 $175.00 24 Hour Expedite 20190168242-75 4/17/2019 12:01:04 PM 1 $125.00 $125.00 Total $300.00 Payments Type Description Amount Credit 5555992359316

Certificate of Correction of Series B-1 Certificate of Designation

Business Number E0305332018-1 Filing Number 20211231836 Filed On 2/10/2021 3:00:00 PM Certificate of Correction (Pursuant to NRS Chapters 78, 78A, 80, 81, 82, 84, 86, 87, 87A, 88, 88A, 89 and 92A) 1.

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).

Business Number E0305332018-1 Filing Number 20211141815 Filed On 12/31/2020 3:13:00 PM Number of Pages 2 INSTRUCTIONS: 1.

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).

SOCIETY PASS INCORPORATED. Job: C20190417-0970 NV April 18, 2019 Special Handling Instructions: FSC, DESS,EMAIL 04/18/2019 AP Charges Description Document Nunber Filing Date/Time Qty Price Amount Designation 20190168201-80 4/17/2019 12:03:04 PM 1 $175.00 $175.00 24 Hour Expedite 20190168201-80 4/17/2019 12:03:04PM 1 $125.00 $125.00 Total $300.00 Payments Type Description Amount Credit 555599 l 228

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).

CERTIFICATE OF DESIGNATION OF SOCIETY PASS INCORPORATED. Society Pass Incorporated., a Nevada corporation (the “Corporation”), in accordance with the provisions of Chapter 78 of the Nevada Revised Statutes (the “Nevada Act”) does hereby certify that the following resolution was duly adopted by the Board of Directors of the Corporation as of December 30, 2020: RESOLVED, that the Board of Directors

Shareholders Agreement dated February 16, 2021 between Goodventures Sea Limited and Sopa Technology PTE. LTD.

EX-10.7 18 filename18.htm Dated this 16th day of February 2021 Between SOCIETY PASS INCORPORATED GOODBENTURES SEA LIMITED And SOPA TECHNOLOGY PTE. LTD. SHAREHOLDERS’ AGREEMENT 20 Cecil Street #10-03, PLUS Singapore 049705 Telephone: (65) 62280300 Facsimile: (65) 62280329 Website: www.chp.law 1 Contents 1. CONDITIONALITY OF AGREEMENT 3 2. CONDUCT OF THE BUSINESS 3 3. THE BOARD 4 4. GENERAL MEETINGS

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).

EX-3.2 3 filename3.htm BYLAWS OF FOOD SOCIETY, INC. (A NEVADA CORPORATION) ARTICLE I Offices Section 1. Registered Agent and Offices. The registered agent of the corporation in the State of Nevada shall be Vcorp Services, LLC 701 S. Carson Street, Suite 200. The principal place of business of the corporation shall be at 30 Gondoliers Bluff, Newport Coast, CA, 92657. Section 2. Other Offices. The c

Software Set Up, Development and Use License Agreement dated November 15, 2018 between Society Pass Incorporated and Wallet Factory International Limited

EX-10.1 13 filename13.htm SOFTWARE SETUP, DEVELOPMENT, AND USE LICENSE AGREEMENT #195-151118 This Software Setup, Development, and Use License Agreement (this "Agreement") is effective as of November 15, 2018 (the "Agreement Date") by and between Wallet Factory International Ltd., reg.# I 00 23176, a private limited company, formed under the laws of England and Wales, with its principal place of b

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).

Business Number E0305332018-1 Filing Number 20211309015 Filed On 2/11/2021 8:00:00 AM Certificate of Correction (Pursuant to NRS Chapters 78, 78A, 80, 81, 82, 84, 86, 87, 87A, 88, 88A, 89 and 92A) 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).

EX-3.1 2 filename2.htm Document Number 20180281448-38 Filing Date and Time 06/22/2018 2:46 PM Entity Number E0305332018-1 Articles of Incorporation (PURSUANT TO NRS CHAPTER 78) 1. Name of Corporation: Food Society, Inc. 2. Registered Agent for Service of Process: ☒ Commercial Registrant: Vcorp Services, LLC 3. Authorized Stock: Number of shares with par value: 100,000,000 Par value per share: $0.0

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).

SOCIETY PASS INCORPORATED. NV Job:C20181204-0714 December 4, 2018 Special Handling Instructions: FSC,DESS,EMAIL 12/04/18 AP Charges Description Document Nwnber Filing Date/Time Qty Price Amount Designation 20180521900-28 12/4/2018 9:16:30AM 1 $175.00 $175.00 24 Hour Expedite 20180521900-28 12/4/2018 9:16:30AM 1 $125.00 $125.00 Total $300.00 Payments Type Description Amount Credit 54396821429062286

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).

Document Number 20180293143-03 Filing Date and Time 06/29/2018 1:22 PM Entity Number E0305332018-1 Certificate of Designation For Nevada Profit Corporations (Pursuant to NRS 78.

Asset Purchase Agreement dated February 16, 2021 between Goodventures Sea Limited and Sopa Technology PTE. LTD.

Execution Version Dated this 16th day of February 2021 Between GOODVENTURES SEA LIMITED And SOPA TECHNOLOGY PTE.

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).

SOCIETY PASS INCORPORATED. NV Job:C20190510-0255 May 10,2019 Special Handling Instructions: FSC, CORR,EMAIL 05/10/2019 AP Charges Description Document Nwnber Filing Date/Time Qty Price Amount Correction 20190205183-51 5/10/2019 8:00:49AM 1 $175.00 $175.00 24 Hour Expedite 20190205183-51 5/10/2019 8:00:49AM 1 $125.00 $125.00 Total $300.00 Payments Type Description Amount Credit 55751910013267716040

May 14, 2021

May 14, 2021 Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.

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As filed with the Securities and Exchange Commission on February 11, 2021

As filed with the Securities and Exchange Commission on February 11, 2021 Registration No.

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