UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
On August 15, 2022 (the “Signing Date”), Society Pass Incorporated, a Nevada corporation (the “Company”) and SOPA Technology Pte, Ltd., a Republic of Singapore company, which in turn is a 95% owned subsidiary of the Company (collectively referred to as the “Purchasers”), entered into the Sale and Purchase Agreement (the “Agreement”) with PT Gema Lintas Benua (“Gema”), a limited liability company duly established and existing under the law of the Republic of Indonesia and Sigit Ginawan Putra, an Indonesian Citizen (collectively referred to as the “Sellers”).
Per the Agreement the Company shall acquire 75% of the outstanding capital stock of Nusatrip International Pte Ltd, a limited liability company duly established and existing under the law of Singapore (“NusaTrip Intl.”), from Gema, on an “as is” basis. Additionally, the Purchasers shall acquire all of the outstanding capital stock of PT Tunas Sukses Mandiri, a limited liability company duly established and existing under the law of the Republic of Indonesia (“Tunas”), on an “as is” basis. The Purchasers have agreed in the Agreement to assume certain liabilities.
The acquisition was materialized by US$ 620,000.00 being deposited by the Purchasers into the Sellers’ respective escrow account(s). The division of the consideration shall be listed below.
| a) | US$ 601,189.00 for all of the outstanding capital stock of Tunas; and |
| b) | US$ 18,811.00 for 75% of the outstanding capital stock of NusaTrip Intl. |
The foregoing summary description of the Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K.
Item 2.01 Completion of Acquisition or Disposition of Assets
To the extent applicable, the information set forth in Item 1.01 is incorporated by reference into this Item 2.01.
Item 8.01 Other Events
On August 15, 2022, SOPA issued a press release announcing the matters described in Item 1.01 of this report, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibits | |
| 2.1 | Sale and Purchase Agreement, dated August 15, 2022, among the Purchasers and the Sellers. | |
| 99.1 | Press Release, dated August 15, 2022. |
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SIGNATURES
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 Incorporated | ||
| By: | /s/ Dennis Nguyen | |
| Name: | Dennis Nguyen | |
| Title: | Chief Executive Officer | |
| Date: August 19, 2022 | ||
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