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)		(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 1.01 Entry into a Material Definitive Agreement

On September 4, 2023, Society Pass Incorporated (the “Company”), entered into certain consulting agreements (the “Consulting Agreements”) with two consultants (each “Consultant”, collectively the “Consultants”), respectively. The consulting services to be provided to the Company pursuant to the Consulting Agreements include: review and provide advise on the Company’s strategic plans; meet with focus groups and interested parties to discuss the Company’s strategic plans; provide advice how best to position the Company and its subsidiaries in the future; propose potential acquisition targets for the Company and its subsidiaries; and assist in dealing with the corporate matters entrusted to the Consultant by the Company and/or its subsidiaries. The Company agreed to pay the each of the Consultants a fee of 500,000 shares of common stock for each full month for the consulting period.

The Consulting Agreements became effective on September 1, 2023, and will continue for a period of three months. Consultant may terminate the Agreements at any time for any or for no reason by giving the Company thirty (30) days’ prior written notice of termination. The Company may terminate the Agreement at any time for any or for no reason by giving Consultant fifteen (15) days’ prior written notice of termination. The Company may immediately terminate Consultant’s engagement for cause (as defined in the Consulting Agreements) upon written notice of termination to Consultant, with the particular cause being specified in such notice.

The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Consulting Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following documents are filed as exhibits to this report:

Exhibit Number		Description of Exhibit
10.1		Form of Consulting Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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/ Dennis Nguyen
	Name:	Dennis Nguyen
	Title:	Chief Executive Officer

Date: September 8, 2023

Society Pass Incorporated filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits