UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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Explanatory Note
On February 17, 2022, Society Pass Incorporated (the “Company”) filed a Current Report on Form 8-K (the “Initial Filing”) to report that, among other things, that its indirect subsidiary Push Delivery PTE Ltd., a Republic of Singapore corporation (the “Buyer") purchased all of the issued and outstanding capital stock of New Retail Experience, Incorporated, a Philippines company d/b/a Pushkart ("Pushkart") pursuant to a Share Purchase Agreement (the "Share Purchase Agreement") dated February 14, 2022 among the Buyer and all of the shareholders of Pushkart (the “Acquisition”). This Form 8-K/A amends Items 9.01 (a) and 9.01(b) of the Initial Filing to provide the audited and pro forma financial information required by Item 9.01 of Form 8-K that was previously omitted from the Initial Filing as permitted by Items 9.01(a)(3) and 9.01(b)(2). This Form 8-K/A does not amend any other item of the Initial Filing and all other information previously reported in or filed with the Initial Report is hereby incorporated by reference to this Form 8-K/A.
The pro forma financial information included in this Form 8-K/A has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that the Company and Pushkart would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after the Acquisition.
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Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Pushkart’s audited consolidated financial statements for the years ended December 31, 2021 and 2020 and unaudited financial statements for the nine months ended September 30, 2021 and 2020 are attached hereto as Exhibit 99.1.
(b) Pro forma financial information.
Unaudited pro forma condensed combined financial statements and explanatory notes for Society Pass Incorporated as of September 30, 2021, for the nine months ended September 30, 2021 and for the year ended December 31, 2020 are attached hereto as Exhibit 99.1 and incorporated herein by reference.
(c) Exhibits.
Exhibit
| Number | Description |
| 99.1 | Audited consolidated financial statements for the years ended December 31, 2021 and 2020 |
| 99.2 | Unaudited pro forma condensed combined financial statements and explanatory notes for Society Pass Incorporated as of September 30, 2021, for the nine months ended September 30, 2021 and for the year ended December 31, 2020. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document)) |
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SIGNATURE
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 INORPATED. | |
| Date: April 29, 2022 | By: /s/ Dennis Nguyen |
| Name: Dennis Nguyen | |
| Title: Chief Executive Officer |
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