United States securities and exchange commission logo
January 12, 2022
Dennis Nguyen
Chief Executive Officer
Society Pass Incorporated
701 S. Carson Street, Suite 200
Carson City, NV 89701
Re: Society Pass
Incorporated
Draft Registration
Statement on Form S-1
Submitted December
21, 2021
CIK No. 0001817511
Dear Mr. Nguyen:
We have reviewed your 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.
Draft Registration Statement on Form S-1 filed December 21, 2021
Cover Page
1. We note your
registration statement covers a primary offering and a secondary offering.
Please clarify whether
the firm commitment covers both the primary and secondary
offering. Please also
clarify whether the selling stockholders are selling at a fixed price or
at market prices. With
respect to the secondary offering, please revise your disclosure so
that the amount of
securities to be registered, the offering price and fee payable with
respect to the
secondary offering are separately allocated in the fee table. To the extent
that the selling
stockholders are selling their shares at market prices, please calculate the
fee using Rule 457(c),
or tell us why you believe this section of Rule 457 is inapplicable.
Dennis Nguyen
FirstName LastNameDennis
Society Pass Incorporated Nguyen
Comapany
January 12,NameSociety
2022 Pass Incorporated
January
Page 2 12, 2022 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operation, page
34
2. Please revise to provide the information required by Item 303 of
Regulation S-K for the
two-year period covered by the financial statements included in the
filing. See Instruction
1 to Item 303(b).
Executive Compensation, page 88
3. Please update your executive compensation disclosure to include your
recently completed
fiscal year. Please refer to Item 402 of Regulation S-K.
Principal and Selling Stockholders, page 89
4. Please describe the transaction(s) in which the selling stockholders
acquired the warrants
and shares that they are offering for resale. In this regard, it
appears that the number of
warrants being registered for resale is greater than the number of
warrants currently
outstanding.
5. Please include the number of warrants that are being sold by each
selling stockholder in
your selling stockholder chart.
You may contact Scott Anderegg at 202-551-3342 or Erin Jaskot at
202-551-3442 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services