Society Pass Inc 2024年度报告

FORM10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year EndedDecember 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 INCORPORATED(Exact name of registrant as specified in its charter) Nevada83-1019155(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) 701 S. Carson Street,Suite 200Carson City,Nevada89701(+65)6518-9382(Address, including zip code, of registrant’s principal executive offices andtelephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on whichregistered TheNasdaqStock Market LLC Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submittedpursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company, in Rule 12b-2 of the Exchange Act. Acceleratedfiler☐Smallerreportingcompany☒Emerging Growth Company☒ Largeacceleratedfiler☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes☐No☒ The aggregate market value of the voting and non-voting stock held by non-affiliates of the Registrant, as ofSeptember30, 2024, thelast business day of the Registrant’s most recently completed third fiscal quarter, based on the closing price of the common stock asreported by the Nasdaq Stock Market on such date was approximately$3.3million. The number of shares outstanding of the Registrant’s common stock, par value $0.0001 per share, on March 31, 2025 was4,968,030. Table of Contents PagePART IItem1.Business1Item1A.Risk Factors6Item1B.Unresolved Staff Comments21Item 1C.Cybersecurity21Item2.Properties22Item3.Legal Proceedings22Item4.Mine Safety Disclosures23PARTIIItem5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities24Item6.[Reserved]24Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations24Item7A.Quantitative and Qualitative Disclosures About Market Risk43Item8.Financial Statements and Supplementary DataF-1Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure44Item9A.Controls and Procedures44Item9B.Other Information44Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections44PARTIIIItem10.Directors, Executive Officers and Corporate Governance45Item11.Executive Compensation51Item12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters53Item13.Certain Relationships and Related Transactions, and Director Independence54Item14.Principal Accountant Fees and S