Market Overview - The U.S. stock market is closing 2025 on a cautious note, with major index futures edging lower, extending a three-session losing streak, and hopes for a year-end "Santa Claus" rally fading [1] - Despite the recent pullback, 2025 has been a remarkable year for equities, with the S&P 500 poised for its third consecutive year of double-digit gains [1] Premarket Trading and Futures Movements - As of early Wednesday, U.S. stock futures indicated a softer open, with Nasdaq 100 futures down 0.43%, S&P 500 futures down 0.28%, and Dow Jones futures down 0.14% [2] - The S&P 500, Nasdaq Composite, and Dow Jones all finished slightly lower on Tuesday, marking the third consecutive day of losses [2] Commodities Market - Crude oil futures were trading lower by 0.38%, around $57.72 per barrel, while Gold Spot was down 0.35% to approximately $4,324.59 per ounce [3] Major Market Indexes Performance - The S&P 500 is on track for an annual gain of 17-18%, the Dow Jones has advanced 13-14%, and the Nasdaq Composite has jumped nearly 21% in 2025 [4] - This performance marks the S&P 500's third consecutive year of double-digit returns, a rare achievement since the 1940s [4] Federal Reserve Outlook - The Federal Reserve is expected to cut rates in 2026, with uncertainty regarding the extent and pace due to internal divisions and mixed economic data [6] - The FOMC approved a quarter-point reduction in December 2025, bringing the main interest rate to a range between 3.5% and 3.75% [6] - Inflation remains above the Fed's 2% target, with unemployment rising to 4.6% in November and only 64,000 jobs added [6] Corporate Developments - Vanda Pharmaceuticals shares surged over 18% after receiving FDA approval for its drug NEREUS [13] - Nike shares rose 1.54% following CEO Elliott Hill's purchase of approximately $1 million in company shares [13] - Nvidia's stock surged approximately 180% in 2025, driven by robust demand for AI chips, with ByteDance planning to increase spending on Nvidia's AI chips to around $14 billion in 2026 [13] - Urgent.ly Inc. shares rose significantly after the adjournment of its annual stockholder meeting [13] - Applied Digital announced a proposed merger with EKSO Bionics, leading to a 40% surge in EKSO shares [13] - FONAR Corporation shares surged 28.4% after confirming its acquisition by an insider-led group [13] - Society Pass Incorporated shares jumped 16.4% following a newly priced public offering [13] - Palantir and Tesla saw their shares decline amidst concerns about technology giants' capital expenditures [13] - Boeing shares advanced 0.6% after being awarded an $8.58 billion contract by the Defense Department [13] - Meta Platforms shares ended up 1.1% following its acquisition of an AI startup for over $2 billion [13]

Core Viewpoint - Society Pass (SOPA) has launched "TMG Social," a live commerce platform in Thailand, which is expected to enhance its position in the Southeast Asian social commerce market valued at approximately $90 billion [3]. Company Developments - The launch of "TMG Social" features livestream shopping, allowing brands to create shoppable posts and utilize product tags, integrating with TikTok challenges [1][3]. - Management anticipates that "TMG Social" will generate around $10 million in revenue in the next year, indicating immediate revenue accretion from the launch [6]. Market Positioning - The introduction of "TMG Social" represents a strategic shift from traditional e-commerce to interactive retail, catering to younger demographics who are increasingly engaging with live shopping experiences [4]. - Society Pass aims to leverage its network of over 10,000 influencer-creators to capitalize on the growing trend of livestream shopping [3]. Investment Appeal - Despite being classified as a penny stock, Society Pass is considered attractive for 2026, offering exposure to a rapidly growing digital economy with a price-to-sales (P/S) multiple of less than 1.6x [5]. - The company has a diversified portfolio across e-commerce, fintech, and media, strengthening the investment case at current levels [5]. - Society Pass shares are currently rated as a "Moderate Buy" by Wall Street analysts, indicating positive sentiment among investors [8].

Core Viewpoint - Society Pass Incorporated has announced a public offering of 1,500,000 shares at a price of $2.00 per share, aiming for gross proceeds of $3 million, expected to close on December 31, 2025 [1] Group 1: Offering Details - The public offering consists of 1,500,000 shares priced at $2.00 each, targeting gross proceeds of $3 million before expenses [1] - Rodman & Renshaw LLC is the exclusive placement agent for this offering [2] - The offering is conducted under a registration statement declared effective by the SEC on December 29, 2025 [3] Group 2: Use of Proceeds - The net proceeds from the offering will be utilized for working capital and general corporate purposes, including operating expenses and capital expenditures [2] Group 3: Company Overview - Society Pass was founded in 2018 and operates in Southeast Asia, focusing on e-commerce across Vietnam, Indonesia, Philippines, Singapore, and Thailand, which represent over 80% of the SEA population [5] - The company operates in three interconnected verticals: digital media, travel, and lifestyle, leveraging technology to enhance customer experience [5] - Society Pass went public in November 2021 and trades on Nasdaq under the ticker SOPA [6]

Market Overview - U.S. stocks experienced a decline, with the Nasdaq Composite falling over 100 points on Monday. The Dow decreased by 0.43% to 48,500.27, the NASDAQ dropped 0.52% to 23,470.77, and the S&P 500 fell 0.34% to 6,906.49 [1] Sector Performance - Energy shares increased by 1.1% on Monday, while materials stocks fell by 1.3% in trading on Friday [1] Commodity Market - In commodity news, oil prices rose by 2.5% to $58.14, while gold prices decreased by 4.6% to $4,360.50. Silver fell by 8.1% to $70.925, and copper dropped by 4.3% to $5.5900 [5] European Market - European shares showed mixed results, with the eurozone's STOXX 600 gaining 0.1%, while Spain's IBEX 35 Index fell by 0.1%. London's FTSE 100 rose by 0.1%, Germany's DAX 40 decreased by 0.1%, and France's CAC 40 increased by 0.1% [6] Asian Market - Asian markets closed mostly lower, with Japan's Nikkei 225 down 0.44%, Hong Kong's Hang Seng Index down 0.71%, China's Shanghai Composite up 0.04%, and India's BSE Sensex down 0.41% [7] Company News - Eightco Holdings Inc. shares surged by 28% to $2.12 after announcing a share buyback program for up to $125 million [9] - Brand Engagement Network, Inc. shares increased by 64% to $1.97 following a finalized Vendor Services Project Agreement with a global advertising agency [9] - Society Pass Incorporated shares rose by 65% to $3.00 after launching TMG Social [9] - Mereo BioPharma Group plc shares plummeted by 90% to $0.23 after its Phase 3 studies for setrusumab did not meet primary endpoints [9] - Ultragenyx Pharmaceutical Inc. shares fell by 42% to $19.84 due to similar study results as Mereo [9] - Hycroft Mining Holding Corporation shares decreased by 14% to $21.61 as precious metal stocks retreated [9] Real Estate Market - U.S. pending home sales increased by 3.3% month-over-month in November, following a revised 2.4% gain in October, exceeding market expectations of a 1% gain [2][10]

Core Insights - Society Pass Incorporated is launching TMG Social, a live commerce platform aimed at capturing a share of the projected $90 billion Southeast Asian social commerce market [1][4] - TMGX aims to achieve a revenue target of $10 million in 2026 from its TMGX Social business unit, leveraging a network of over 10,000 influencers [5][6] Industry Overview - Live commerce has evolved into a significant sales engine in Southeast Asia, with platforms like TikTok, Shopee, and Lazada connecting brands with consumers [4] - Social media influences up to 60% of online purchases in countries like Thailand and Vietnam, indicating a strong trend towards social commerce [6] Company Strategy - TMGX focuses on core sectors such as fast-moving consumer goods, beauty and wellness, personal care, and food and beverage, utilizing its expertise to drive revenue growth [5] - The company employs a data-driven approach to track gross merchandise value for sales campaigns, enhancing performance and transparency for brands [5] TMG Social Features - TMG Social offers shoppable posts, livestream shopping, hashtag challenges with shopping features, and a creator marketplace to facilitate influencer marketing [5][9] - The revenue model includes flexible pricing structures, allowing clients to choose between campaign-based or retainer fee models, and incorporates a commission-based approach for livestreaming events [9]

Core Viewpoint - Society Pass Incorporated (SOPA) is positioned as a next-generation e-commerce ecosystem in Southeast Asia, with recent developments highlighting growth opportunities through its subsidiaries and strategic acquisitions in the AI sector [1]. Group 1: NusaTrip Developments - NusaTrip Inc. completed its IPO on August 18, 2025, raising $17.25 million and has shifted focus from B2C to B2B, partnering with Agoda and other OTAs, leading to over $100 million in GMV quarterly [2]. - The company is expected to accelerate growth by expanding into higher-margin B2C offerings and ancillary products, with a current share price of $9.00 valuing SOPA at $126 million based on its holdings [2]. Group 2: Thoughtful Media Group (TMG) Updates - Thoughtful Media Group Inc. is preparing for an IPO, with a focus on expanding its Premium business and maintaining its MCN operations through new channels [3]. - TMG plans to use IPO proceeds for M&A and market expansion, with a potential IPO price of $4.00, leading to a pre-money valuation of $71.2 million [3]. Group 3: AI Business Expansion - Society Pass announced plans to acquire AI software and infrastructure companies across SEA, Europe, and North America, indicating a strategic move into the AI market [4]. Group 4: Financial Projections - Greenridge's updated model estimates SOPA's 2025 revenue at $7.4 million with a loss of $0.15 per share, and a projected revenue of $18.2 million in 2026 with earnings of $0.16 per share, driven by NusaTrip's growth [5]. Group 5: Operational Efficiency - The company has streamlined operations by replacing back-office jobs with AI and investing in software upgrades, demonstrating a focus on cost control and operational efficiency [6]. Group 6: Market Position and Valuation - Greenridge maintains a Buy rating for SOPA, reducing the target price from $45.00 to $25.00, reflecting the current market value of SOPA's holdings in NUTR and TMGX, while noting that the stock is trading below net cash [7].

Core Viewpoint - Society Pass Incorporated (SOPA) is highlighted in a recent equity research report by Ascendiant Capital Markets, which maintains a BUY rating and raises the 12-month price target to $22.50, indicating significant upside potential from the current share price [1][4]. Company Overview - Society Pass Inc. was founded in 2018 and operates in the fast-growing e-commerce markets of Southeast Asia, including Vietnam, Indonesia, Philippines, Singapore, and Thailand, which collectively represent over 80% of the SEA population [3]. - The company operates three interconnected verticals: digital media, travel, and lifestyle, leveraging technology to enhance customer experiences and transform the retail value chain in SEA [3]. Financial Performance - For Q3 2025, Society Pass reported revenue of $1.4 million, a decrease of 18% year-on-year, and an earnings per share of $(0.84), which was below estimates [4]. Valuation Insights - Ascendiant estimates NusaTrip's value at approximately $20 per share, translating to a total valuation of around $125 million, which is significantly higher than SOPA's current stock price by approximately 1,769%, indicating a potential undervaluation of SOPA shares [4]. - The report suggests that the current valuation of SOPA does not reflect the potential value of its upcoming IPOs, particularly for Thoughtful Media, which is expected to be a strong catalyst for SOPA shares [4]. Market Opportunities - Ascendiant identifies strong economic expansion, population growth, urbanization, the emergence of a middle class, and increased mobile technology adoption as key factors providing substantial market opportunities for Society Pass and other technology companies in Southeast Asia [4]. Strategic Developments - Society Pass announced a new investment strategy focusing on AI companies, including those in software, network infrastructure, and data centers, both in Asia and globally [4]. - The company plans to spin off its digital advertising ecosystem and online travel platform into IPOs in 2024, which are expected to drive significant value for shareholders [4].

Group 1 - The company, Society Pass Incorporated, is implementing a mergers and acquisition strategy to identify significant valuation arbitrage opportunities in privately-held companies across Southeast Asia, Europe, and North America [1] - The company aims to partner with selected regional and global private equity firms to enhance deal flow and execution in sectors such as AI data centers, travel, digital advertising, and telecommunications [1] - The CEO highlighted the successful listing of a previously acquired company, NUTR, which was purchased for under US$5 million and later listed on Nasdaq with a market capitalization exceeding US$70 million, now valued at over US$170 million [2] Group 2 - Society Pass was founded in 2018 and operates in fast-growing markets including Vietnam, Indonesia, Philippines, Singapore, and Thailand, which together represent over 80% of the Southeast Asian population [3] - The company operates as an acquisition-focused holding company with three interconnected verticals: digital media, travel, and lifestyle [3] - Society Pass completed its initial public offering and began trading on Nasdaq under the ticker SOPA in November 2021 [4]

Group 1 - The company is evolving its business model to focus on acquiring and operating AI-driven software and network infrastructure companies in Southeast Asia, Europe, and North America [1] - Society Pass aims to invest in and acquire equity stakes in data center and telecom operators to strengthen its market position in the next generation e-commerce ecosystem in Southeast Asia [1] - The CEO highlighted the successful listing of NusaTrip Incorporated, which was acquired for under US$5 million and recently listed on Nasdaq with a market capitalization exceeding US$70 million, showcasing the company's ability to create shareholder value [2] Group 2 - Society Pass was founded in 2018 and operates in fast-growing markets such as Vietnam, Indonesia, Philippines, Singapore, and Thailand, which together represent over 80% of the Southeast Asian population [3] - The company operates three interconnected verticals: digital media, travel, and lifestyle, leveraging technology to enhance customer experience and transform the retail value chain in Southeast Asia [3] - Society Pass completed its initial public offering in November 2021 and began trading on Nasdaq under the ticker SOPA [4]

As filed with the Securities and Exchange Commission on December 10, 2025. Registration Statement No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Society Pass Incorporated (Exact name of Registrant as specified in its charter) (State or other jurisdiction of incorporation) Nevada 7389 83-1019155 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 80 Robinson Road, #17-01B, S ...