Key Highlights

● Society Pass and a related entity, SoPa, Inc., filed voluntary Chapter 11 petitions on 12 May 2026 in the Southern District of Texas, in Houston; the Q marks an issuer in bankruptcy.

● On 16 April 2026 Nasdaq sent a delinquency letter because the 2025 Annual Report on Form 10-K had not been filed, and the company had until 15 June 2026 to submit a compliance plan.

● The lead case is numbered 26-90525, the two debtors are jointly administered under an order dated 13 May 2026, and the petition identifies an $11.85 million disputed claim.

● No audited 2025 results appear to be available, and no revenue, loss or cash figures could be verified.

Society Pass Incorporated (OTC:SOPAQ), the Singapore-headquartered Holding Company formerly quoted on Nasdaq as SOPA, now trades over the counter as SOPAQ because it entered Chapter 11 bankruptcy. The company and a related entity, SoPa, Inc., filed voluntary petitions on 12 May 2026 in the US Bankruptcy Court for the Southern District of Texas, in Houston. The added Q is the conventional marker for an issuer in bankruptcy proceedings.

A Southeast Asian Digital Commerce Group

Society Pass describes itself as a next-generation E-commerce ecosystem for Southeast Asia, with operations spanning Vietnam, Indonesia, the Philippines, Singapore and Thailand, and it works across digital media, travel and lifestyle. Market data pages list further activities including the Leflair lifestyle platform for fashion and beauty, food delivery under brands such as Handycart, grocery delivery, point-of-sale systems, mobile plans and travel booking. The company listed on Nasdaq in November 2021 under the ticker SOPA, and sector classifications place it in communication services, within advertising.

The Latest Verified Developments

The chronology points to a compliance problem before the filing. On 16 April 2026 Nasdaq sent a delinquency letter because the company had not filed its annual report on Form 10-K for the year ended 31 December 2025, as required by Listing Rule 5250(c)(1). The company announced this on 21 April 2026, noting that it had until 15 June 2026 to submit a compliance plan and that Nasdaq could grant up to 180 days, to 12 October 2026, if the plan were accepted. Management said it expected to file the report within the initial window.

Instead, bankruptcy followed. Court-docket coverage records that the lead case is numbered 26-90525, and that the two debtors were placed under joint administration by an order dated 13 May 2026. The petition identifies an $11.85 million disputed claim. Debtor authority for financing has been granted, though specific debtor-in-possession Loan terms had not been filed when that coverage was last updated on 8 September 2026. An index provider separately recorded that the company announced bankruptcy on 20 May 2026.

Financial Context

No audited results for 2025 appear to be available, which is consistent with the missed annual report. Market data pages did not provide employee numbers or recent Revenue figures either. No revenue, loss or cash numbers are quoted here, because none could be verified. The few hard figures on record concern the disputed claim and the compliance timetable above.

That absence is itself informative. A listed company that cannot complete its annual report, then seeks court protection within about a month, offers investors little reliable information about the performance of its marketplaces or its brands.

Material Risks

Chapter 11 can lead to reorganisation, asset sales or liquidation, and Equity holders are paid only after secured and unsecured creditors. The outcome for existing shareholders is therefore uncertain and, in many cases, limited. Other risks include the unresolved disputed claim, the lack of disclosed financing terms, operational complexity across several countries and legal systems, and the thin trading that often accompanies over-the-counter bankruptcy quotations.

Cross-border structure adds a further layer, since the group is run from Singapore while the court sits in Texas, and recoveries may depend on how Assets in several jurisdictions are treated, which can lengthen and complicate the process.

The Houston Docket, Financing Terms and the Overdue 10-K

The Houston docket should show the debtor-in-possession financing motion, any sale or plan filings, claims deadlines and the treatment of common stock. Also open is whether the company files its overdue annual report with the Securities and Exchange Commission. The financing terms and the overdue annual report are the two sets of documents that would replace the current silence with figures.