Society Pass Inc美股招股说明书(2026-02-13版)

We are offering 5,261,819 shares of our common stock (the “common stock”). The public offering price for each share of commonstock is $0.55. We are also offering 120,000 pre-funded warrants (the “pre-funded warrants”) to purchase up to an aggregate of 120,000 shares ofcommon stock to those purchasers whose purchase of shares of our common stock in this offering would otherwise result in thepurchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder,9.99%) of our outstanding shares of common stock following the consummation of this offering. Each pre-funded warrant will beexercisable for one share of our common stock. The purchase price of each pre-funded warrant equals the price per share of commonstock being sold to the public in this offering, minus $0.001, and the exercise price of each pre-funded warrant is $0.001 per share.This offering also relates to the shares of common stock issuable upon exercise of the pre-funded warrants. Our common stock is listed on the Nasdaq under the symbol “SOPA.” The last reported sale price of our common stock on the Nasdaqon February 11, 2026, was $0.91 per share. There is no established public trading market for the pre-funded warrants, and we do notexpect a market for the pre-funded warrants to develop. We do not intend to list the pre-funded warrants on the Nasdaq, any othernational securities exchange or any other trading system. Without an active trading market, the liquidity of the pre-funded warrantswill be limited. We have engaged Rodman & Renshaw LLC (the “placement agent”), to act as our exclusive placement agent in connection with thisoffering. The placement agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by thisprospectus. The placement agent is not purchasing or selling any of the securities we are offering, and the placement agent is notrequired to arrange the purchase or sale of any specific number or dollar amount of securities. We have agreed to pay to the placementagent the placement agent fees set forth in the table below, which assumes that we sell all of the securities offered by this prospectus.Since we will deliver the securities to be issued in this offering upon our receipt of investor funds, there is no arrangement for funds tobe received in escrow, trust or similar arrangement. There is no minimum offering requirement as a condition of closing of thisoffering. Because there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all ofthe securities offered hereby, which may significantly reduce the amount of proceeds received by us. Investors in this offering will notreceive a refund in the event that we do not sell an amount of securities sufficient to pursue our business goals described in thisprospectus. In addition, because there is no escrow account and no minimum offering amount, investors could be in a position wherethey have invested in our company, but we are unable to fulfill all of our contemplated objectives due to a lack of interest in thisoffering. We will bear all costs associated with the offering. See “Plan of Distribution” on page 80 of this prospectus for moreinformation regarding these arrangements. We intend to use the proceeds from this offering for working capital and general corporate purposes, including operating expenses andcapital expenditures. See “Use of Proceeds.” We are an “emerging growth company” under the federal securities laws and, as such, we have elected to comply with certain reducedpublic company reporting requirements for this prospectus and future filings. See “Prospectus Summary - Implication of Being anEmerging Growth Company and a Smaller Reporting Company.” (1)We have agreed to pay the placement agent a cash fee equal to 7.0% of the aggregate gross proceeds raised in this offering. Inaddition, we have agreed to reimburse the placement agent for certain of its offering-related expenses, including $100,000 for reimbursement for legal fees and clearing costs in an amount up to $15,950. See “Plan of Distribution” for a description of thecompensation to be received by the placement agent. (2)We estimate that the total expenses of this offering payable by us, excluding the placement agent fees and expenses, will beapproximately $120,000. For more information, see “Plan of Distribution.” Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 7 of this prospectus to readabout important factors you should consider. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The delivery to purchasers of the shares of common stock and pre-funded warrants in this offering is expected to be made