UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Explanatory Note
On July 7, 2022 (the “Closing Date”), Society Pass Incorporated (the “Company”), through its wholly-owned subsidiary, Thoughtful Media Group Incorporated, a Nevada corporation (the “Buyer"), acquired from AdActive Media Group, Inc., a Delaware corporation (the “Seller”), (i) all of the outstanding capital stock of AdActive Media CA, Inc., a California corporation (the “CA Sub”), and (ii) 99.75% of all of the outstanding capital stock of Thoughtful Thailand Limited, a Thailand corporation (the “Thailand Sub and, together with the CA Sub, the “Acquired Subsidiaries”).
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 the Acquired Subsidiaries 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.
Item 8.01 Other Events
On September 13, 2022, SOPA issued a press release announcing the matters described in the Explanatory Note of this report, a copy of which is attached hereto as Exhibit 99.4 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
AdActive Media, Inc. (United States business) audited combined consolidated financial statements for the years ended December 31, 2021 and 2020 and unaudited combined condensed consolidated financial statements for the three months ended March 31, 2022 and 2021 are attached hereto as Exhibit 99.1.
Thoughtful Thailand Limited audited consolidated financial statements for the years ended December 31, 2021 and 2020 and unaudited financial statements for the three months ended March 31, 2022 and 2021 are attached hereto as Exhibit 99.2.
(b) Pro forma financial information.
Unaudited pro forma condensed combined financial statements and explanatory notes for Society Pass Incorporated as of March 31, 2022, for the three months ended March 31, 2022 and for the year ended December 31, 2021 are attached hereto as Exhibit 99.3 and incorporated herein by reference.
Exhibit
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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 | ||
Date: September 15, 2022 | By: | /s/ Dennis Nguyen |
Name: | Dennis Nguyen | |
Title: | Chief Executive Officer |
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