UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Filed by the Registrant ☒
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Filed by a party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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Society Pass Incorporated
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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No fee required
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Fee paid previously with preliminary materials
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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SOCIETY PASS INCORPORATED
701 S. Carson Street, Suite 200, Carson City, Nevada 89701
(+65) 6518-9382
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the stockholders of Society Pass Incorporated:
We are pleased to invite you to attend our Annual Meeting of the Stockholders (the “Annual Meeting”) of Society Pass Incorporated, a Nevada corporation (the “Company”), which will be held at 9:00 a.m. Eastern U.S. Daylight Time on October 3, 2024, for the following purposes:
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To elect six directors to our Board of Directors to serve until the next Annual Meeting of Stockholders or until their successors have been duly elected or appointed and qualified (the “Election of Directors Proposal”);
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To ratify the appointment of Onestop Assurance PAC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (the “Auditor Ratification Proposal”);
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To conduct any other business as may properly come before the meeting or any adjournment thereof.
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Dated: August 30, 2024
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By the Order of the Board of Directors
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/s/ Raynauld Liang
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Raynauld Liang
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Chief Executive Officer
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Whether or not you expect to attend the meeting (via the virtual meeting), we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares via the Internet, by phone or by signing, dating, and returning the enclosed proxy card will save us the expenses and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the meeting if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today.
SOCIETY PASS INCORPORATED
701 S. Carson Street, Suite 200, Carson City, Nevada 89701
(+65) 6518-9382
ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT
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 9:00 am Eastern U.S. Daylight Time on October 3, 2024 (the “Annual Meeting”).
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, 2023.
We are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to all stockholders of record on August 6, 2024. All stockholders of record will have the ability to access the proxy materials on a website referred to in the Notice (
www.proxyvote.com
), or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.
The Notice will provide you with instructions regarding how to:
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View our proxy materials for the Annual Meeting on the Internet; and
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Instruct us to send our future proxy materials to you electronically by email.
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Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of our annual stockholders’ meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.
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Who is entitled to vote at the Annual Meeting?
The Board has fixed the close of business on August 6, 2024 as the record date (the “Record Date”) for a determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting. As of the Record Date, there were (i) 2,970,696 shares of common stock, par value $0.0001 per share (“Common Stock”) of the Company and (ii) 3,500 shares of Series X Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”) of the Company, outstanding. Each share of the Company’s Common Stock represents one vote that may be voted on each matter that may come before the Annual Meeting. The Series X Super Voting Preferred Stock entitles its holder to 10,000 votes per share. As of the Record Date, the outstanding Preferred Stock equals 35,000,000 votes. As of the Record Date, there are a total of 37,970,696 votes that may be voted on each matter that may come before the Annual Meeting.
What matters will be voted on at the Annual Meeting?
The two proposals that are scheduled to be considered and voted on at the Annual Meeting are as follows:
TABLE OF CONTENTS
About the Proxy Materials Questions and Answers Regarding the Annual Meeting of Stockholders Proposal 1. The Election of Directors Proposal Proposal 2. The Auditor Ratification Proposal Executive and Director Compensation Security Ownership of Certain Beneficial Owners and Management Certain Relationships and Related Transactions Availability of Annual Report on Form 10-K Stockholder Proposals to be Presented at the Next Annual Meeting Stockholders Sharing the Same Last Name and Address Where You Can Find More Information