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 File Number) |
(IRS Employer
Identification Number) |
701 S. Carson Street, Suite 200 Carson City, Nevada 89701
(Address of principal executive offices)
(+65) 6518-9385
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common Stock, par value $0.0001 per share | SOPA | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 9.01 Financial Statements and Exhibits
On August 18, 2025, Society Pass Incorporated (the “Company”) furnished its unaudited condensed consolidated balance sheets as of June 30, 2025 on a pro forma basis as of August 18, 2025, which reflects the consummation of the initial public offering of NusaTrip Incorporated, a subsidiary of the Company (“NusaTrip”), on August 18, 2025, pursuant to which the Company received net proceeds of approximately $13,500,000.
(d) Exhibits
| Exhibit No. | Description of Exhibits | |
| 99.1 | Unaudited condensed consolidated balance sheets as of June 30, 2025 and unaudited pro forma consolidated balance sheets as of August 15, 2025 with the effect of Nusatrip IPO | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Society Pass Incorporated | ||
| By: | /s/ Raynauld Liang | |
| Name: | Raynauld Liang | |
| Title: | Chief Executive Officer | |
| Date: August 18, 2025 | ||
| 3 |
Exhibit 99.1
SOCIETY PASS INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Currency expressed in United States Dollars (“US$”))
| 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 | ||||||
| Deposits, prepayments and other receivables | 12,796,555 | 6,533,361 | ||||||
| Total current assets | 22,584,634 | 28,755,884 | ||||||
| Non-current assets: | ||||||||
| Intangible assets, net | 5,311,177 | 5,311,177 | ||||||
| Goodwill | 81,849 | 81,849 | ||||||
| Plant and equipment, net | 347,106 | 347,106 | ||||||
| Right of use assets, net | 809,329 | 809,329 | ||||||
| Deferred tax assets | 58,350 | 58,350 | ||||||
| Total non-current assets | 6,607,811 | 6,607,811 | ||||||
| TOTAL ASSETS | $ | 29,192,445 | $ | 35,363,695 | ||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payables | $ | 9,581,836 | $ | 2,821,419 | ||||
| Contract liabilities | 951,228 | 951,228 | ||||||
| Accrued liabilities and other payables | 15,492,850 | 15,492,850 | ||||||
| Due to related parties | 12,739 | 12,739 | ||||||
| Operating lease liabilities | 432,842 | 432,842 | ||||||
| Loan | 24,270 | 24,270 | ||||||
| Total current liabilities | 26,495,765 | 19,735,348 | ||||||
| Non-current liabilities | ||||||||
| Operating lease liabilities | 377,776 | 377,776 | ||||||
| Deferred tax liabilities | 69,000 | 69,000 | ||||||
| Total non-current liabilities | 446,776 | 446,776 | ||||||
| TOTAL LIABILITIES | 26,942,541 | 20,182,124 | ||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| Convertible preferred shares; $0.0001 par value, 5,000,000 shares authorized, 4,766,500 and 4,766,500 shares undesignated as of March 31, 2025 and December 31, 2024, respectively | ||||||||
| Series A shares: 10,000 shares designated; 0 and 0 Series A shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively | — | — | ||||||
| Series B shares: 10,000 shares designated; 0 and 0 Series B shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively | — | — | ||||||
| Series B-1 shares: 15,000 shares designated; 0 and 0 Series B-1 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively | — | — | ||||||
| Series C shares: 15,000 shares designated; 0 and 0 Series C shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively, net of issuance cost | — | — | ||||||
| Series C-1 shares: 30,000 shares designated; 0 and 0 Series C-1 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively, net of issuance cost | — | — | ||||||
| SHAREHOLDERS’ EQUITY (DEFICIT) SURPLUS | ||||||||
| Series X Super Voting Preferred Stock, $0.0001 par value, 153,500 shares designated; 153,500 and 153,500 Series X shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively | 15 | 15 | ||||||
| Common shares; $0.0001 par value, 50,000,000 shares authorized; 5,011,061 and 5,311,061 shares issued and outstanding as of May 31, 2025 and June 30, 2025, respectively | 531 | 536 | ||||||
| Subscription receivable | (381,111 | ) | (381,111 | ) | ||||
| Additional paid-in capital | 114,698,365 | 128,248,848 | ||||||
| Less: Preferred stock held in treasury, at cost; 150,000 and 150,000 shares at May 31, 2025 and June 30, 2025, respectively | (15 | ) | (15 | ) | ||||
| Less: Common shares held in treasury, at cost; 51,902 and 51,902 shares May 31, 2025 and June 30,2025, respectively | — | — | ||||||
| Accumulated other comprehensive loss | (380,449 | ) | (380,449 | ) | ||||
| Accumulated deficit | (111,488,907 | ) | (112,091,618 | ) | ||||
| Total (deficit) surplus attributable to Society Pass Incorporated | 2,448,429 | 15,396,206 | ||||||
| Non-controlling interest | (198,525 | ) | (214,635 | ) | ||||
| TOTAL SHAREHOLDERS’ EQUITY (DEFICIT) SURPLUS | 2,249,904 | 15,181,571 | ||||||
| TOTAL LIABILITIES AND EQUITY | $ | 29,192,445 | $ | 35,363,695 | ||||
| (1) | Proforma as adjusted additional paid in capital reflects the net proceeds we expect to receive, after deducting underwriting fee, underwriter expense allowance and other expenses from the initial public offering (the “IPO”) of NusaTrip Incorporated, a subsidiary of the Company (“NusaTrip”). We received net proceeds of approximately $13,500,000 (gross offering proceeds of $15,000,000, less underwriting discounts of $1,050,000, non-accountable expense of 150,000 and offering expenses of $300,000, of which $263,194 have paid) from the IPO. The shares of common stock reflect the issuance and sale of 3,750,000 shares of common stock of NusaTrip at an initial public offering price of $4.00 per share after deducting underwriting discounts, underwriter expense allowance and other expenses. |