Society Pass Sets Virtual Annual Meeting for Oct 21, Board Seeks Director Re-election

TL;DR

**SOPA's virtual annual meeting is a formality; the super-voting preferred stock ensures management's proposals will pass, making common shareholder votes largely symbolic.**

AI Summary

Society Pass Incorporated (SOPA) is holding its Annual Meeting of Stockholders on October 21, 2025, virtually, to elect six directors and ratify the appointment of Onestop Assurance PAC as its independent registered public accounting firm for the fiscal year ending December 31, 2025. As of the Record Date, August 28, 2025, there were 6,105,525 shares of Common Stock and 3,500 shares of Series X Convertible Preferred Stock outstanding, totaling 41,105,525 votes, with Preferred Stock carrying 10,000 votes per share. The Board recommends voting 'FOR' both proposals. The company is utilizing 'notice and access' for proxy materials, making them available online at www.proxyvote.com to save costs and reduce environmental impact. The quorum for the meeting is 20,552,763 votes. Key director nominees include Travis Washko (Chairman, 47), Vincent Puccio (Director and Secretary, 55), Mark Carrington (Director, 55), Michael Freed (Director, 54), Michael Dunn (Director, 47), and Loic Gautier (Non-independent Director, 35), all appointed in June 2024.

Why It Matters

This DEF 14A filing outlines critical governance decisions for Society Pass, impacting investor confidence through director elections and auditor ratification. The virtual meeting format and 'notice and access' approach reflect a modern, cost-efficient strategy, but also require shareholders to actively engage online. The significant voting power held by Series X Preferred Stock (35,000,000 votes compared to 6,105,525 common stock votes) could influence outcomes, potentially concentrating control and affecting the broader market's perception of SOPA's corporate governance. For employees and customers, stable leadership and transparent financial oversight, ensured by these proposals, are crucial for long-term company health and operational continuity in a competitive landscape.

Risk Assessment

Risk Level: medium — The risk level is medium due to the significant disparity in voting power: 3,500 shares of Series X Convertible Preferred Stock command 35,000,000 votes, while 6,105,525 shares of Common Stock only have 6,105,525 votes. This concentration of voting power in preferred stock holders could limit the influence of common stockholders on key decisions like director elections and auditor ratification, potentially leading to governance concerns.

Analyst Insight

Investors should review the voting structure, particularly the impact of the Series X Preferred Stock, and consider how this concentration of power aligns with their investment thesis. While the Board recommends 'FOR' both proposals, common shareholders should still cast their votes to express their position, even if the outcome is largely predetermined by the preferred stock's voting weight.

Key Numbers

• 41,105,525 — Total votes outstanding (As of Record Date, August 28, 2025, for the Annual Meeting)
• 6,105,525 — Common Stock shares outstanding (Each share represents one vote)
• 3,500 — Series X Convertible Preferred Stock shares outstanding (Each share represents 10,000 votes)
• 35,000,000 — Votes from Series X Preferred Stock (Represents a significant portion of total voting power)
• 20,552,763 — Quorum required (Majority of the 41,105,525 total votes)
• 6 — Number of directors to be elected (For a one-year term until the 2026 Annual Meeting)
• 2025-10-21 — Annual Meeting Date (Meeting will be held virtually at 10:00 a.m. Eastern U.S. Daylight Time)
• 2025-08-28 — Record Date (For determining stockholders entitled to vote)

Key Players & Entities

• Society Pass Incorporated (company) — Registrant
• Onestop Assurance PAC (company) — Independent registered public accounting firm nominee
• Travis Washko (person) — Chairman of the Board and Director nominee
• Vincent Puccio (person) — Director and Secretary nominee
• Mark Carrington (person) — Director nominee
• Michael Freed (person) — Director nominee
• Michael Dunn (person) — Director nominee
• Loic Gautier (person) — Non-independent Director nominee
• Raynauld Liang (person) — Chief Executive Officer
• VStock Transfer, LLC (company) — Company's transfer agent

FAQ

Industry Context

Society Pass Incorporated operates within the digital marketing and loyalty program sector, focusing on Southeast Asia. The industry is characterized by rapid growth in e-commerce and digital adoption, leading to increased competition among platforms offering integrated solutions for businesses and consumers.

Regulatory Implications

As a publicly traded company, Society Pass is subject to SEC regulations, including timely and accurate disclosure of financial information and corporate governance matters. Compliance with these regulations is critical to maintaining investor confidence and avoiding penalties.

What Investors Should Do

1. Review proxy materials available at www.proxyvote.com.
2. Vote 'FOR' the election of the six director nominees.
3. Vote 'FOR' the ratification of Onestop Assurance PAC as the independent registered public accounting firm.
4. Consider the significant voting power of Series X Convertible Preferred Stock.

Key Dates

• 2025-10-21: Annual Meeting of Stockholders — To elect six directors and ratify the appointment of independent auditors for fiscal year 2025.
• 2025-08-28: Record Date — Determines which stockholders are entitled to receive notice of and vote at the Annual Meeting.
• 2024-12-31: Fiscal Year End — The period for which the independent registered public accounting firm is being appointed.

Glossary

DEF 14A

A proxy statement filing required by the SEC for companies holding annual meetings of shareholders. (This document contains the information shareholders need to vote on matters presented at the annual meeting, including director elections and auditor ratification.)

Notice and Access

A method of delivering proxy materials to shareholders primarily over the internet, rather than mailing physical copies. (The company is using this method to reduce costs and environmental impact, making proxy materials available at www.proxyvote.com.)

Quorum

The minimum number of votes required to be present at a meeting for business to be legally transacted. (A quorum of 20,552,763 votes is required for the Annual Meeting to be validly held.)

Series X Convertible Preferred Stock

A class of preferred stock that can be converted into common stock, carrying a significant voting power per share. (These 3,500 shares carry 10,000 votes each, contributing 35,000,000 votes to the total voting power, which is crucial for meeting quorum and passing proposals.)

Year-Over-Year Comparison

This filing pertains to the October 21, 2025 Annual Meeting, with a record date of August 28, 2025. Key information such as total outstanding votes (41,105,525) and the quorum requirement (20,552,763) are provided. Specific comparative financial metrics or risk factors from a prior filing are not detailed within this excerpt, which focuses on the upcoming meeting's agenda and procedural information.

Key Financial Figures

• $0.0001 — 5,525 shares of common stock, par value $0.0001 per share (“Common Stock”)

Filing Documents

• formdef14a.htm (DEF 14A) — 342KB
• proxy_001.jpg (GRAPHIC) — 265KB
• proxy_002.jpg (GRAPHIC) — 160KB
• 0001641172-25-025901.txt ( ) — 929KB

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 14 Certain Relationships and Related Transactions 15 Availability of Annual Report on Form 10-K 15 Stockholder Proposals to be Presented at the Next Annual Meeting 16 Stockholders Sharing the Same Last Name and Address 16 Where You Can Find More Information 17 SOCIETY PASS INCORPORATED 701 S. Carson Street, Suite 200, Carson City, Nevada 89701 (+65) 6518-9382 ANNUAL MEETING OF STOCKHOLDERS PROXY This proxy statement (the “Proxy Statement”) is being sent to the holders of shares of voting stock of Society Pass Incorporated, a Nevada corporation (the “Company”), in connection with the solicitation of proxies by our Board of Directors (the “Board”) for use at the Annual Meeting of Stockholders of the Company which will be held at 10:00 am Eastern U.S. Daylight Time on October 21, 2025 (the “Annual Meeting”). ABOUT THE PROXY MATERIALS We are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder. By doing so, we save costs and reduce the environmental impact of our Annual Meeting. This proxy is being solicited by the Board of Directors, and the cost of solicitation of the proxies will be paid by the Company. Our officers, directors and regular employees, without additional compensation, also may solicit proxies by further mailing, by telephone or personal conversations. We have no plans to retain any firms or otherwise incur any extraordinary expense in connection with the solicitation. The proxy materials include our proxy statement for the Annual Meeting and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. We are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to all stockholders of record on August 28, 2025. All stockholders of record will have the ability

View Full Filing

View this DEF 14A filing on SEC EDGAR