UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A
Amendment #1



(Mark
One)

☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For
the Fiscal Year Ended December 31, 2022



Or



☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the transition period from _____ to _____



Commission
File Number: 001-41037



SOCIETY
PASS INCORPORATED

(Exact
name of registrant as specified in its charter)



|Nevada                                                             |  | 83-1019155                              
|------------------------------------------------------------------ |  | ----------------------------------------
|(State
    or other jurisdiction of incorporation or organization) |  | (I.R.S.
    Employer Identification No.)





701
S. Carson Street, Suite 200 Carson City, Nevada 89701

(+65)
6518-9382

(Address,
including zip code, of registrant's principal executive offices and

telephone
number, including area code)



Securities
registered pursuant to Section 12(b) of the Act:



|Title
    of Each Class                       |  | Trading
    Symbol |  | Name
    of each exchange on which registered
|--------------------------------------------- |  | ------------------ |  | ---------------------------------------------
|Common
    Stock, par value $0.0001 per share |  | SOPA               |  | The
    Nasdaq Stock Market LLC              

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐  No ☒

Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐
 No ☒

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒   No ☐

Indicate
by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒  No ☐

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company, in Rule 12b-2 of the Exchange Act.

|Large accelerated filer
    ☐ | Accelerated filer
    ☐        
|----------------------------- | -------------------------------
|Non-accelerated
    filer ☒   | Smaller reporting company
    ☒
|                              | Emerging
    Growth Company ☒  



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐

If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.  ̈

Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to
§240.10D-1(b). ☐

Indicate
by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).

Yes:  ☐    No:  ☒

The
aggregate market value of the voting and non-voting stock held by non-affiliates of the Registrant, as of June 30, 2022, the
last business day of the Registrant’s most recently completed second fiscal quarter, based on the closing price of the common stock
as reported by the Nasdaq Stock Market on such date was approximately $30.4 million.

The
number of shares outstanding of the Registrant's common stock, par value $0.0001 per share, on August 1, 2023 was 28,457,239.



1







EXPLANATORY
NOTE

Society
Pass Incorporated (“we,” “us,” or “our”) is filing this Amendment No. 1 on Form 10-K/A (the “Amendment”)
in order to amend and restate certain items of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, originally
filed March 23, 2023 (the “Original 10-K”), to provide amended disclosures pursuant to correspondence with the staff of the
Securities and Exchange Commission in connection with their review of the Original 10-K.

Part
II. Item 9A of the Original 10-K is hereby amended with the addition to Item 9A of only:

(c)
Management’s Report on Internal Controls Over Financial Reporting

We
are also including currently dated certifications by our principal executive officer and principal financial officer as Exhibits 31.1
and 31.2 under Section 302 of the Sarbanes-Oxley Act of 2002, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as
amended (the “Section 302 Certifications”).

Other
than as expressly set forth above, this Amendment does not, and does not purport to, update or restate the information in the Original
10-K or reflect any events that have occurred after the Original 10-K. Moreover, the information in this Amendment does not update or
otherwise affect the financial statements filed as part of the Original 10-K. This Amendment should be read in conjunction with the Original
10-K and our other filings with the SEC. The filing of this Amendment is not an admission that the Original 10-K, when filed, included
any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.

Item
9A. Controls and Procedures

Management’s
Report on Internal Control over Financial Reporting.

Our
management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined
in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed under the supervision and with
the participation of our management, including our principal executive officer and principal financial officer, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with accounting principles generally accepted in the United States of America. All internal control systems, no matter how well designed,
have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect
to financial statement preparation and presentation.

As
of December 31, 2022, under the supervision and with the participation of our management, including our principal executive officer
and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based
on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission. Based on this assessment, our management concluded that, as of December 31, 2022, our internal control
over financial reporting was effective based on those criteria.



2







PART
IV

Item
15. Exhibits, Financial Statement Schedules.

(b)
Exhibits

EXHIBIT
INDEX

|Exhibit
    No. | Description                                                                                            
|--------------- | -------------------------------------------------------------------------------------------------------
|31.1*           | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|31.2*           | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



*
Filed herewith

**
Furnished herewith





3







SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

|Date:
    August 1, 2023 | SOCIETY
    PASS INCORPORATED
|------------------------ | -----------------------------
|                         |                              
|                         | By:                          
|                         |                              
|                         |                              



POWER
OF ATTORNEY

Each
individual person whose signature appears below hereby appoints Dennis Nguyen as attorney-in-fact with full power of substitution, severally,
to execute in the name and on behalf of each such person, individually and in each capacity stated below, one or more amendments to this
annual report which amendments may make such changes in the report as the attorney-in-fact acting in the premises deems appropriate,
to file any such amendment to the report with the SEC, and to take all other actions either of them deem necessary or advisable to enable
the Company to comply with the rules, regulations and requirements of the SEC. Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates
indicated.

|Signature              |  | Title                                                 |  | Date          
|---------------------- |  | ----------------------------------------------------- |  | --------------
|                       |  |                                                       |  |               
|/s/
    Dennis Nguyen  |  | Chief
    Executive Officer and Chairman of the Board |  | August 1, 2023
|Dennis
    Nguyen      |  | (Principal
    Executive Officer)                     |  |               
|                       |  |                                                       |  |               
|/s/
    Raynauld Liang |  | Chief
    Financial Officer                           |  | August 1, 2023
|Raynauld
    Liang     |  | (Principal
    Financial and Accounting Officer)      |  |               
|                       |  |                                                       |  |               
|/s/
    Tan Bien Kiat  |  | Vice-Chairman
    of the Board                        |  | August 1, 2023
|Tan
    Bien Kiat      |  |                                                       |  |               
|                       |  |                                                       |  |               
|/s/
    Jeremy Miller  |  | Director                                              |  | August 1, 2023
|Jeremy
    Miller      |  |                                                       |  |               
|                       |  |                                                       |  |               
|/s/
    Linda Cutler   |  | Director                                              |  | August 1, 2023
|Linda
    Cutler       |  |                                                       |  |               
|                       |  |                                                       |  |               
|/s/
    John Mackay    |  | Director                                              |  | August 1, 2023
|John
    Mackay        |  |                                                       |  |               



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