United States securities and exchange commission logo
October 5, 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. 4 to
Registration Statement on Form S-1
Filed October 4,
2021
Amendment No. 3 to
Registration Statement on Form S-1
September 27, 2021
File No. 333-258056
Dear Mr. Nguyen:
We have reviewed your amended 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 3 to Registration Statement on Form S-1
Capitalization, page 31
1. It appears from your
disclosure that the "pro forma adjusted" basis gives effect to the sale
of 2,888,889 shares of
common stock at an assumed public offering price of $9.00 per
share after deducting
the underwriting discounts and commissions and estimated offering
expenses payable. This
appears to be inconsistent with the tabular disclosure which
appears to include the
entire proceeds of $26,000,000 in the "pro forma adjusted" cash
balance. Please clarify
or revise.
Dennis Nguyen
FirstName LastNameDennis
Society Pass Incorporated Nguyen
Comapany
October NameSociety Pass Incorporated
5, 2021
October
Page 2 5, 2021 Page 2
FirstName LastName
2. It appears that your presentation of preferred stock within
Stockholders' Equity here is
inconsistent with the presentation of the preferred stock within the
mezzanine section of
the balance sheet on page F-41. Please clarify or revise.
3. Please revise your "Pro Forma Adjusted" disclosure to present the sale
of 2,888,889 shares
of common stock in this offering separately from the effect of the
automatic preferred
stock conversion.
4. We note from you disclosure that you issued 4,377,150 shares of common
stock. For each
date of issuance, please tell us the issuance price, the form of
consideration received, your
relationship with the purchaser, and the purpose of the issuance.
Dilution, page 32
5. We note the disclosure that your pro forma net tangible book value as
of June 30, 2021
would have been $(14,088,216) or approximately $(1.21) per share after
giving effect to
the sale of shares in this offering and upon the conversion of the
convertible preferred
stock at the consummation of this offering. This definition of "pro
forma" appears to be
inconsistent with the disclosure on page 31 which presents these
transactions in the "pro
forma adjusted" tabular presentation. It appears that the "pro forma"
tabular presentation
gives effect to the issuance of 4,377,150 shares of our common stock,
the cancellation of
150,000 shares of our common stock, the sale of 1,175 shares of Series
C Preferred Stock
and the sale of 6,696 shares of Series C-1 Preferred Stock. In this
regard, the dilution in
pro forma net tangible book value per share to new investors should be
presented
separately. Please clarify and revise.
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.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services