United States securities and exchange commission logo
May 27, 2021
Dennis Nguyen
Chief Executive Officer
Society Pass Incorporated
701 S. Carson Street, Suite 200
Carson City, NV 89701
Re: Society Pass
Incorporated
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted May 14,
2021
CIK No. 0001817511
Dear Mr. Nguyen:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amended Draft Registration Statement on Form S-1
Capitalization, page 31
1. We note your response
to comment 19 that the additional series C convertible preferred
stock valued at
$558,000 is contingent consideration you will recognize upon the
completion of the
initial public offering. Please confirm to us that this issuance will be
reflected in your
Capitalization and Dilution pro forma presentation.
Management Discussion and Analysis of Financial Condition and Results of
Operations, page 33
2. We note your revised
disclosure in your MD&A in response to comment 7. Please further
revise your disclosure
in your MD&A to describe with greater specificity and quantify the
impact of COVID-19 on
your operations, as well as update your disclosure regarding
Dennis Nguyen
Society Pass Incorporated
May 27, 2021
Page 2
known trends and uncertainties that have had or likely will have a
material impact on your
business and results of operations as a result of COVID-19. In this
regard, we note the
content of Note 16, Subsequent Events, on page F-89. Please refer to
CF
Disclosure Guidance: Topic No. 9 for further guidance.
Consumer Facing Business, page 61
3. We note your response to comment 11 and your revisions to your
disclosure. In this
regard, under the picture of your #HOTTAB branded mobile payment
device on page 67,
in the sentence captioned as 1), please revise to make clear that it
is presently
not available.
Financial Statements of Society Pass Incorporated
Note - 3 Summary of Significant Accounting Policies
Share-Based Compensation, page F-18
4. We have reviewed your response comment 18. We note from your
disclosure that your
share-based payment awards are recorded in accordance with ASC 718.
Please provide
the disclosures required by ASC 718-10-50.
You may contact Keira Nakada at 202-551-3659 or Angela Lumley at
202-551-3398 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Scott Anderegg at 202-551-3342 or Dietrich King at 202-551-8071 with
any other
questions.
FirstName LastNameDennis Nguyen Sincerely,
Comapany NameSociety Pass Incorporated
Division of
Corporation Finance
May 27, 2021 Page 2 Office of Trade &
Services
FirstName LastName