SOCIETY PASS INCORPORATED. 8-K

What Happened

• Society Pass Incorporated (SOPA) filed an 8-K reporting that on January 19, 2026 it entered two subscription agreements to acquire equity stakes in Gorilla Networks Pte Ltd (Singapore) and Sapience AI Incorporated (Nevada). The deals use a mix of cash and non-cash consideration (shares of NusaTrip Inc., a NASDAQ-listed company owned by Society Pass).

Key Details

• Gorilla Networks: purchase of 7,031,765 common shares at US$0.27/share (aggregate US$1,898,577). Consideration: US$400,000 cash + 333,017 NusaTrip shares. Gorilla will issue 4,570,647 shares to Society Pass and 2,461,118 shares to Ascendance Group Limited (the latter issued as consideration for prior advisory services; Society Pass will fund Ascendance’s subscription).
• Sapience AI: purchase of 10,234 common shares at US$860/share (aggregate US$8,801,430). Consideration: US$600,000 cash + 1,822,540 NusaTrip shares. Sapience will issue 6,652 shares to Society Pass and 3,582 shares to Ascendance (3,582 shares issued to Ascendance as consideration for prior advisory services; Society Pass will fund Ascendance’s subscription).
• Agreements include customary closing conditions (corporate approvals, accuracy of representations, compliance with covenants, and no legal/governmental restraints).

Why It Matters

• These transactions change Society Pass’s asset mix by converting some NusaTrip shares into equity positions in Gorilla Networks and Sapience AI and involve meaningful cash outlays (combined cash portion of US$1.0M).
• The deals also settle advisory-related consideration to Ascendance via issuance of shares in the target companies, with Society Pass funding Ascendance’s subscriptions — a detail investors should note when assessing cash flow and related-party/service arrangements.
• Investors should watch for the closing of these transactions and any future disclosures (e.g., ownership percentages, impact on financial statements) that show how these investments affect Society Pass’s balance sheet and strategy.