SecProbe.io

CORRESP
 1
 filename1.htm

 Society
Pass Incorporated

 80
Robinson Road, #17-01B,

 Singapore
068898

 VIA
EDGAR

 August
28, 2025

 U.S.
Securities & Exchange Commission

 Office
of Trade & Services

 Division
of Corporation Finance

 100
F Street, NE

 Attention: Rebekah Reed

 Re:
 Society
 Pass Incorporated

 Registration
 Statement on Form S-1

 Filed
 on July 29, 2025

 File
 No. 333-289033

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Society Pass Incorporated hereby requests acceleration of effectiveness of
the above referenced Registration Statement so that it will become effective at 5:00 p.m., Eastern Time, on September 2, 2025, or as
soon as thereafter practicable.

 Very
 truly yours,

 Society
 Pass Incorporated

 /s/
 Raynauld Liang

 Name:
 Raynauld
 Liang

 Title:
 Chief
 Executive Officer

 cc:

 Lawrence
 S. Venick, Esq.

 Loeb
 & Loeb LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 4, 2025

Raynauld Liang
Chief Executive Officer
Society Pass Incorporated
80 Robinson Road, #17-01B
Singapore 068898

 Re: Society Pass Incorporated
 Registration Statement on Form S-1
 Filed July 29, 2025
 File No. 333-289033
Dear Raynauld Liang:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Rebekah Reed at 202-551-5332 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Lawrence Venick
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
August 8, 2023
Dennis Nguyen
Chief Executive Officer
Society Pass Incorporated
701 S. Carson Street Suite 200
Carson City NV 89701
Re:Society Pass Incorporated
Form 10-K for Fiscal Year Ended December 31, 2022
Filed March 23, 2023
File No. 001-41037
Dear Dennis Nguyen:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

August 1, 2023

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Patrick Kuhn and Mr. Doug Jones

Re: Society Pass Incorporated

Form 10-K for Fiscal Year Ended December 31, 2022

Filed March 23, 2023

File No. 001-41037

Mr. Kuhn and Mr. Jones:

On behalf of Society Pass Incorporated (the “Company”),
we have set forth below a response to the comment from the Securities and Exchange Commission (the “SEC”) contained in its
letter of July 19, 2023 with respect to the Company’s Form 10-K as noted above. For your convenience, the text of the SEC’s
comment is set forth below in bold, followed by the Company’s response.

Form 10-K for Fiscal Year Ended December 31, 2022

Controls and Procedures

Management's Report on Internal Control over Financial
Reporting, page 106

1. You state you have not included a report of management’s
assessment regarding internal control over financial reporting due to a transition period for newly public companies. Note the transition
period is applicable until you either had been required to file or filed an annual report for the prior fiscal year. Since you filed
an annual report for the previous fiscal year, please amend your filing to include management's assessment regarding internal control
over financial reporting. Refer to Item 308(a) of Regulation S-K and instruction 1 to Instructions to Item 308

Response: We have prepared and filed a revised Management’s
Report on Internal Control over Financial Reporting to amend the Form 10-K as follows:

Management’s Report on Internal Control over Financial
Reporting.

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f). Internal control
over financial reporting is a process designed under the supervision and with the participation of our management, including our principal
executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United
States of America. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

As of December 31, 2022, under the supervision and with
the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation
of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management
concluded that, as of December 31, 2022, our internal control over financial reporting was effective based on those criteria.

Should you have any questions relating to the foregoing or wish
to discuss any aspect of the Company’s filing, please contact me at 310-728-5129.

Sincerely,

/s/ Lawrence Venick

Lawrence Venick

Partner

United States securities and exchange commission logo
July 19, 2023
Dennis Nguyen
Chief Executive Officer
Society Pass Incorporated
701 S. Carson Street Suite 200
Carson City NV 89701
Re:Society Pass Incorporated
Form 10-K for Fiscal Year Ended December 31, 2022
Filed March 23, 2023
File No. 001-41037
Dear Dennis Nguyen:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  Our comment asks you to provide us with
information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022
Controls and Procedures
Management's Report on Internal Control over Financial Reporting, page 106
1.You state you have not included a report of management’s assessment regarding internal
control over financial reporting due to a transition period for newly public companies.
Note the transition period is applicable until you either had been required to file or filed an
annual report for the prior fiscal year.  Since you filed an annual report for the previous
fiscal year, please amend your filing to include management's assessment regarding
internal control over financial reporting.  Refer to Item 308(a) of Regulation S-K and
instruction 1 to Instructions to Item 308.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameDennis Nguyen
 Comapany NameSociety Pass Incorporated
 July 19, 2023 Page 2
 FirstName LastName
Dennis Nguyen
Society Pass Incorporated
July 19, 2023
Page 2
            You may contact Patrick Kuhn at (202) 551-3308 or Doug Jones at (202) 551-3309 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

SOCIETY
PASS INCORPORATED

701
S. Carson Street, Suite 200,

Carson
City, NV 89701

April
18, 2023

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

Re:	Society
Pass Incorporated

Registration
Statement on Form S-3

Filed
March 31, 2023

File
No. 333-271030

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Society Pass Incorporated hereby respectfully requests acceleration
of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:00
PM Eastern Time, April 20, 2023, or as soon as practicable thereafter.

Very
truly yours,

	Society
Pass Incorporated

	By:
/s/ Dennis Nguyen

	Dennis
Nguyen

	Chief
Executive Officer

United States securities and exchange commission logo
April 11, 2023
Dennis Nguyen
Chief Executive Officer
Society Pass Incorporated
701 S. Carson Street, Suite 200
Carson City, NV 89701
Re:Society Pass Incorporated
Registration Statement on Form S-3
Filed March 31, 2023
File No. 333-271030
Dear Dennis Nguyen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Kate Beukenkamp at 202-551-3861 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Marcelle S. Balcombe

CORRESP
1
filename1.htm

February
8, 2022

Securities
and Exchange Commission

100
F. Street, NE

Washington,
D.C. 20549

Re:
Society Pass Incorporated

Registration
Statement on Form S-1

File No. 333-262177

VIA
EDGAR

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, Maxim Group LLC, as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 5:00 p.m., Washington D.C. time, on Tuesday, February 8, 2022, or as soon
thereafter as practicable.

The
following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:

    (i)
    Date
    of preliminary prospectus:  February 8, 2022.

    (ii)
    Dates
    of distribution:  February 8, 2022 through the date hereof.

    (iii)
    Number
    of prospective underwriters and selected dealers to whom the preliminary prospectus was furnished: 9.

    (iv)
    Number
    of prospectuses so distributed: 598.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

[Signature
Page Follows]

      1

MAXIM
GROUP LLC

By
:/s/ Clifford A. Teller

Name:
Clifford A. Teller

Title:
Executive Managing Director

Head
of Investment Banking

CORRESP
1
filename1.htm

Society
Pass Incorporated

701
S. Carson Street, Suite 200

Carson
City, NV 89701

February
8, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:	Scott
Anderegg

Re:	Society
Pass Incorporated

Registration
Statement on Form S-1, as amended

File
No. 333-262177

Ladies
and Gentlemen:

Pursuant
to Rules 460 and 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”),
Society Pass Incorporated (the “Company”) respectfully requests that the effective date of the registration statement
referred to above (the “Registration Statement”) be accelerated so that it will become effective at 5:00 p.m., Eastern
Time, on Tuesday, February 8, 2022, or as soon thereafter as possible. In making this acceleration request, the Company acknowledges
that it is aware of its responsibilities under the Act.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, Carmel, Milazzo & Feil LLP by calling
Jeffrey Wofford at (646) 876-0618. We also respectfully request that a copy of the written order from the Securities and Exchange Commission
verifying the effective time and date of the Registration Statement be sent to our counsel, Carmel, Milazzo & Feil LLP, Attention:
Jeffrey Wofford, by facsimile to (646) 838-1314 or email at jwofford@cmfllp.com.

If
you have any questions regarding this request, please contact Jeffrey Wofford of Carmel, Milazzo & Feil LLP at (646) 876-0618.

    Very Truly Yours,

    By:
    /s/
    Dennis Nguyen

    Name: Dennis Nguyen

    Title: Chief Executive Officer

cc:	Jeffrey
Wofford, Carmel, Milazzo & Feil LLP

CORRESP
1
filename1.htm

February
7, 2022

Securities
and Exchange Commission

100
F. Street, NE

Washington,
D.C. 20549

Re:
Society Pass Incorporated

Registration
Statement on Form S-1

File No. 333-262177

VIA
EDGAR

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on February 4, 2022, in which we, Maxim Group LLC, as representative of the
underwriters, joined the Company’s request for acceleration of the effective date of the above-referenced Registration Statement
for Monday, February 7, 2022, at 5:00 p.m. Eastern Time. The Company is no longer requesting that such Registration Statement be declared
effective at this time and we hereby formally withdraw our request for acceleration of the effective date.

MAXIM
GROUP LLC

By:
/s/ Clifford A. Teller

Name:
Clifford A. Teller

Title:
Executive Managing Director

Head
of Investment Banking

CORRESP
1
filename1.htm

Society
Pass Incorporated

701
S. Carson Street, Suite 200

Carson
City, NV 89701

February
7, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:	Scott
Anderegg

Re:	Society
Pass Incorporated

Registration
Statement on Form S-1, as amended

File
No. 333-262177

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on February 4, 2022, in which we requested the acceleration of the effective
date of the above-referenced Registration Statement on Form S-1 for 5:00 p.m., Eastern Time, on Monday, February 7, 2022, in accordance
with Rule 461 under the Securities Act of 1933, as amended.

We
are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request
for acceleration of the effective date.

If
you have any questions regarding this request, please contact Jeffrey Wofford of Carmel, Milazzo & Feil LLP at (646) 876-0618.

    Very Truly Yours,

    By:
    /s/
    Dennis Nguyen

    Name: Dennis Nguyen

    Title: Chief Executive Officer

cc:	Jeffrey
Wofford, Carmel, Milazzo & Feil LLP

CORRESP
1
filename1.htm

February
4, 2022

Securities
and Exchange Commission

100
F. Street, NE

Washington,
D.C. 20549

Re: Society
Pass Incorporated

Registration
Statement on Form S-1

File No. 333-262177

VIA
EDGAR

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, Maxim Group LLC, as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 5:00 p.m., Washington D.C. time, on Monday, February 7, 2022, or as soon thereafter
as practicable.

The
following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:

    (i)
    Date of preliminary prospectus:  January
    28, 2022.

    (ii)
    Dates of distribution:  January 28, 2022
    through the date hereof.

    (iii)
    Number of prospective underwriters and selected dealers
    to whom the preliminary prospectus was furnished: 5.

    (iv)
    Number of prospectuses so distributed: 538.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

[Signature
Page Follows]

    1

MAXIM
GROUP LLC

By:
/s/ Clifford A. Teller

Name:
Clifford A. Teller

Title:
Executive Managing Director

Head
of Investment Banking

    2

CORRESP
1
filename1.htm

Society
Pass Incorporated

701
S. Carson Street, Suite 200

Carson
City, NV 89701

February
4, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:	Scott
Anderegg

Re:	Society
Pass Incorporated

Registration
Statement on Form S-1, as amended

File
No. 333-262177

Ladies
and Gentlemen:

Pursuant
to Rules 460 and 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”),
Society Pass Incorporated (the “Company”) respectfully requests that the effective date of the registration statement
referred to above (the “Registration Statement”) be accelerated so that it will become effective at 5:00 p.m., Eastern
Time, on Monday, February 7, 2022, or as soon thereafter as possible. In making this acceleration request, the Company acknowledges that
it is aware of its responsibilities under the Act.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, Carmel, Milazzo & Feil LLP by calling
Jeffrey Wofford at (646) 876-0618. We also respectfully request that a copy of the written order from the Securities and Exchange Commission
verifying the effective time and date of the Registration Statement be sent to our counsel, Carmel, Milazzo & Feil LLP, Attention:
Jeffrey Wofford, by facsimile to (646) 838-1314 or email at jwofford@cmfllp.com.

If
you have any questions regarding this request, please contact Jeffrey Wofford of Carmel, Milazzo & Feil LLP at (646) 876-0618.

    Very Truly Yours,

    By:
    /s/
    Dennis Nguyen

    Name: Dennis Nguyen

    Title: Chief Executive Officer

cc:	Jeffrey
Wofford, Carmel, Milazzo & Feil LLP

CORRESP
1
filename1.htm

February 4, 2022

Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

Re: Society Pass Incorporated

Registration Statement on Form S-1

File No. 333-262177

VIA EDGAR

Ladies and Gentlemen:

Reference is made to
our letter, filed as correspondence via EDGAR on February 3, 2022, in which we, Maxim Group LLC, as representative of the underwriters,
joined the Company’s request for acceleration of the effective date of the above-referenced Registration Statement for Monday,
February 7, 2022, at 9:00 a.m. Eastern Time. The Company is no longer requesting that such Registration Statement be declared effective
at this time and we hereby formally withdraw our request for acceleration of the effective date.

MAXIM GROUP
LLC

By: /s/ Clifford
A. Teller

Name: Clifford
A. Teller

Title: Executive
Managing Director

Head of Investment
Banking

CORRESP
1
filename1.htm

Society
Pass Incorporated

701
S. Carson Street, Suite 200

Carson
City, NV 89701

February
4, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:	Scott
Anderegg

Re:	Society
Pass Incorporated

Registration
Statement on Form S-1, as amended

File
No. 333-262177

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on February 3, 2022, in which we requested the acceleration of the effective
date of the above-referenced Registration Statement on Form S-1 for 9:00 a.m., Eastern Time, on Thursday, February 7, 2022, in accordance
with Rule 461 under the Securities Act of 1933, as amended.

We
are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request
for acceleration of the effective date.

If
you have any questions regarding this request, please contact Jeffrey Wofford of Carmel, Milazzo & Feil LLP at (646) 876-0618.

    Very Truly Yours,

    By:
    /s/
    Dennis Nguyen

    Name: Dennis Nguyen

    Title: Chief Executive Officer

cc:	Jeffrey
Wofford, Carmel, Milazzo & Feil LLP

CORRESP
1
filename1.htm

February
3, 2022

Securities
and Exchange Commission

100
F. Street, NE

Washington,
D.C. 20549

Re: Society
Pass Incorporated

Registration
Statement on Form S-1

File No. 333-262177

VIA
EDGAR

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, Maxim Group LLC, as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 9:00 a.m., Washington D.C. time, on Monday, February 7, 2022, or as soon thereafter
as practicable.

The
following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:

    (i)
    Date of preliminary prospectus:  January
    28, 2022.

    (ii)
    Dates of distribution:  January 28, 2022
    through the date hereof.

    (iii)
    Number of prospective underwriters and selected dealers
    to whom the preliminary prospectus was furnished: 5.

    (iv)
    Number of prospectuses so distributed: 538.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

[Signature
Page Follows]

    1

MAXIM
GROUP LLC

By:
/s/ Clifford A. Teller

Name:
Clifford A. Teller

Title:
Executive Managing Director

Head
of Investment Banking

    2

CORRESP
1
filename1.htm

Society
Pass Incorporated

701
S. Carson Street, Suite 200

Carson
City, NV 89701

February
3, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:	Scott
Anderegg

Re:	Society
Pass Incorporated

Registration
Statement on Form S-1, as amended

File
No. 333-262177

Ladies
and Gentlemen:

Pursuant
to Rules 460 and 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”),
Society Pass Incorporated (the “Company”) respectfully requests that the effective date of the registration statement
referred to above (the “Registration Statement”) be accelerated so that it will become effective at 9:00 a.m., Eastern
Time, on Monday, February 7, 2022, or as soon thereafter as possible. In making this acceleration request, the Company acknowledges that
it is aware of its responsibilities under the Act.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, Carmel, Milazzo & Feil LLP by calling
Jeffrey Wofford at (646) 876-0618. We also respectfully request that a copy of the written order from the Securities and Exchange Commission
verifying the effective time and date of the Registration Statement be sent to our counsel, Carmel, Milazzo & Feil LLP, Attention:
Jeffrey Wofford, by facsimile to (646) 838-1314 or email at jwofford@cmfllp.com.

If
you have any questions regarding this request, please contact Jeffrey Wofford of Carmel, Milazzo & Feil LLP at (646) 876-0618.

    Very Truly Yours,

    By:
    /s/
    Dennis Nguyen

    Name: Dennis Nguyen

    Title: Chief Executive Officer

cc:	Jeffrey
Wofford, Carmel, Milazzo & Feil LLP

CORRESP
1
filename1.htm

February
3, 2022

Securities
and Exchange Commission

100
F. Street, NE

Washington,
D.C. 20549

Re: Society
Pass Incorporated

Registration
Statement on Form S-1

File No. 333-262177

VIA
EDGAR

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on February 1, 2022, in which we, Maxim Group LLC, as representative of the
underwriters, joined the Company’s request for acceleration of the effective date of the above-referenced Registration Statement
for Thursday, February 3, 2022, at 5:00 p.m. Eastern Time. The Company is no longer requesting that such Registration Statement be declared
effective at this time and we hereby formally withdraw our request for acceleration of the effective date.

MAXIM
GROUP LLC

By:
/s/ Clifford A. Teller

Name:
Clifford A. Teller

Title:
Executive Managing Director

Head
of Investment Banking

CORRESP
1
filename1.htm

Society
Pass Incorporated

701
S. Carson Street, Suite 200

Carson
City, NV 89701

February
3, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:	Scott
Anderegg

Re:	Society
Pass Incorporated

Registration
Statement on Form S-1, as amended

File
No. 333-262177

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on February 1, 2022, in which we requested the acceleration of the effective
date of the above-referenced Registration Statement on Form S-1 for 5:00 p.m., Eastern Time, on Thursday, February 3, 2022, in accordance
with Rule 461 under the Securities Act of 1933, as amended.

We
are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request
for acceleration of the effective date.

If
you have any questions regarding this request, please contact Jeffrey Wofford of Carmel, Milazzo & Feil LLP at (646) 876-0618.

    Very Truly Yours,

    By:
    /s/
    Dennis Nguyen

    Name: Dennis Nguyen

    Title: Chief Executive Officer

cc:	Jeffrey
Wofford, Carmel, Milazzo & Feil LLP

CORRESP
1
filename1.htm

February
1, 2022

Securities
and Exchange Commission

100 F.
Street, NE

Washington,
D.C. 20549

Re:Society
Pass Incorporated

Registration Statement on Form S-1

File No. 333-262177

VIA
EDGAR

Ladies
and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities
and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC, as representative of the underwriters, hereby requests
acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m., Washington
D.C. time, on Thursday, February 3, 2022, or as soon thereafter as practicable.

The following is supplemental information supplied under Rule 418(a)(7)
and Rule 460 under the Securities Act of 1933:

    (i)
    Date
    of preliminary prospectus:  January 28, 2022.

    (ii)
    Dates
    of distribution:  January 28, 2022 through the date hereof.

    (iii)
    Number
    of prospective underwriters and selected dealers to whom the preliminary prospectus was furnished: 5.

    (iv)
    Number
    of prospectuses so distributed: 538.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

[Signature
Page Follows]

    1

MAXIM GROUP LLC

By:/s/ Clifford A. Teller

Name:
Clifford A. Teller

Title:
Executive Managing Director

Head
of Investment Banking

    2

CORRESP
1
filename1.htm

Society
Pass Incorporated

701
S. Carson Street, Suite 200

Carson
City, NV 89701

February
1, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:	Scott
Anderegg

Re:	Society
Pass Incorporated

Registration
Statement on Form S-1, as amended

File
No. 333-262177

Ladies
and Gentlemen:

Pursuant
to Rules 460 and 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”),
Society Pass Incorporated (the “Company”) respectfully requests that the effective date of the registration statement
referred to above (the “Registration Statement”) be accelerated so that it will become effective at 5:00 p.m., Eastern
Time, on Thursday, February 3, 2022, or as soon thereafter as possible. In making this acceleration request, the Company acknowledges
that it is aware of its responsibilities under the Act.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, Carmel, Milazzo & Feil LLP by calling
Jeffrey Wofford at (646) 876-0618. We also respectfully request that a copy of the written order from the Securities and Exchange Commission
verifying the effective time and date of the Registration Statement be sent to our counsel, Carmel, Milazzo & Feil LLP, Attention:
Jeffrey Wofford, by facsimile to (646) 838-1314 or email at jwofford@cmfllp.com.

If
you have any questions regarding this request, please contact Jeffrey Wofford of Carmel, Milazzo & Feil LLP at (646) 876-0618.

    Very Truly Yours,

    By:
    /s/
    Dennis Nguyen

    Name: Dennis Nguyen

    Title: Chief Executive Officer

cc:	Jeffrey
Wofford, Carmel, Milazzo & Feil LLP

United States securities and exchange commission logo
January 27, 2022
Dennis Nguyen
Chief Executive Officer
Society Pass Incorporated
701 S. Carson Street, Suite 200
Carson City, NV 89701
Re:Society Pass Incorporated
Registration Statement on Form S-1
Filed January 18, 2021
File No. 333-262177
Dear Mr. Nguyen:
            We have reviewed your 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.  Unless we note
otherwise, our references to prior comments are to comments in our January 12, 2022 letter.
Registration Statement on Form S-1 filed on January 14, 2022
Cover Page
1.We note your revised disclosures in response to comment 1 and reissue our comment in
part.  Please revise your cover page to disclose whether the selling stockholders are selling
at a fixed price or at market prices. Please also include the information required by Item
508 of Regulation S-K for the selling shareholder offering.
Selling Stockholders, page 91
2.We note your revised disclosure in response to comment 4.  Please disclose or clarify your
disclosure to describe the transaction(s) in which your directors received the shares that
they propose to sell in the offering. Please also revise your Selling Stockholders table to

 FirstName LastNameDennis Nguyen
 Comapany NameSociety Pass Incorporated
 January 27, 2022 Page 2
 FirstName LastName
Dennis Nguyen
Society Pass Incorporated
January 27, 2022
Page 2
include those executive officers, directors and 5% stockholders who are selling in the
resale offering. Please also ensure that the amount being registered for resale matches the
number of shares included in the selling stockholder table.
            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

CORRESP
1
filename1.htm

January
14, 2022

Division
of Corporation Finance

Office
of Trade & Services

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Re:
Society Pass Incorporated

Draft
Registration Statement on

Form
S-1 Submitted December 21, 2021

CIK
No. 0001817511

Ladies
and Gentlemen:

On
behalf of Society Pass Incorporated (the “Company”), we have set forth below responses to the comments of the staff (the
“Staff”) of the Securities and Exchange Commission (the “SEC”) contained in its letter of January 12, 2022 with
respect to the amendments to the Company’s Draft Registration Statement on Form S-1 (the “DRS”) as noted above.

For
your convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by the Company’s responses.
Please note that all references to page numbers in the responses are references to the page numbers in the Registration Statement on
Form S-1 (the “Form S-1”) submitted concurrently with the submission of this letter in response to the Staff’s 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.

Initially
the selling stockholders were going to be selling into the firm commitment underwritten offering. This is no longer the case and the
selling stockholders will be selling their shares from time to time at market prices. The registrant has calculated the fee using Rule
457(c).

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).

The
registrant has included the requested information.

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.

The
registrant has updated the executive compensation disclosure to include fiscal year 2021.

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.

The
selling stockholders were not selling warrants, the warrants that were to accompany the selling stockholders shares were going to be
issued by the registrant and the proceeds from the sale of such warrants would have been received by the registrant. However, since the
selling stockholders are no longer selling their shares as a part of the underwritten offering, no warrants will accompany the selling
stockholders shares.

5.
Please include the number of warrants that are being sold by each selling stockholder in your selling stockholder chart.

As
explained in the response to comment 4 above, no warrants are being sold by the selling stockholders.

Should
you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me at 646-876-0618.

Sincerely,

Jeffrey
P. Wofford, Esq.

Carmel,
Milazzo & Feil LLP

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.

 FirstName LastNameDennis Nguyen
 Comapany NameSociety Pass Incorporated
 January 12, 2022 Page 2
 FirstName LastName
Dennis Nguyen
Society Pass Incorporated
January 12, 2022
Page 2
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

CORRESP
1
filename1.htm

November
4, 2021

Securities
and Exchange Commission

100
F. Street, NE

Washington,
D.C. 20549

Re:
Society Pass Incorporated

Registration
Statement on Form S-1

File No. 333-258056

VIA
EDGAR

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, Maxim Group LLC, as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 4:00 p.m., Washington D.C. time, on Monday, November 8, 2021, or as soon thereafter
as practicable.

The
following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:

    (i)
    Date
    of preliminary prospectus:  October 25, 2021.

    (ii)
    Dates
    of distribution:  October 25, 2021 through the date hereof.

    (iii)
    Number
    of prospective underwriters and selected dealers to whom the preliminary prospectus was furnished: 6.

    (iv)
    Number
    of prospectuses so distributed: 570.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

[Signature
Page Follows]

    1

MAXIM
GROUP LLC

By:
/s/ Clifford A. Teller

Name:
Clifford A. Teller

Title:
Executive Managing Director

Head
of Investment Banking

    2

CORRESP
1
filename1.htm

    Society Pass Incorporated

    701 S. Carson Street, Suite 200

    Carson City, NV 89701

    November 4, 2021

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Mr. Scott Anderegg

    Re: Society Pass Incorporated

    Registration Statement on Form S-1, as amended

    File No. 333-258056

Ladies and Gentlemen:

Pursuant to Rules 460
and 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Society
Pass Incorporated (the “Company”) respectfully requests that the effective date of the registration statement referred
to above (the “Registration Statement”) be accelerated so that it will become effective at 4:00 p.m., Eastern Time,
on Monday, November 8, 2021, or as soon thereafter as possible. In making this acceleration request, the Company acknowledges that it
is aware of its responsibilities under the Act.

Once the Registration
Statement is effective, please orally confirm the event with our counsel, Carmel, Milazzo & Feil LLP by calling Jeffrey Wofford at
(646) 876-0618. We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the
effective time and date of the Registration Statement be sent to our counsel, Carmel, Milazzo & Feil LLP, Attention: Jeffrey Wofford,
by facsimile to (646) 838-1314 or email at jwofford@cmfllp.com.

If you have any questions
regarding this request, please contact Jeffrey Wofford of Carmel, Milazzo & Feil LLP at (646) 876-0618.

    Very Truly Yours,

    By: /s/ Dennis Nguyen          p

    Name: Dennis Nguyen

    Title: Chief Executive Officer

cc: Jeffrey Wofford, Carmel, Milazzo & Feil LLP

CORRESP
1
filename1.htm

October
25, 2021

Division
of Corporation Finance

Office
of Trade & Services

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Society Pass Incorporated

    Amendment No. 5 to Registration
    Statement on Form S-1 Filed October 13, 2021

    File No. 333-258056

Ladies
and Gentlemen:

On
behalf of Society Pass Incorporated (the “Company”), we have set forth below responses to the comments of the staff (the
“Staff”) of the Securities and Exchange Commission (the “SEC”) contained in its letter of October 19, 2021 with
respect to the amendments to the Company’s Registration Statement on Form S-1 (the “Form S-1”) as noted above.

For
your convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by the Company’s responses.
Please note that all references to page numbers in the responses are references to the page numbers in Amendment No. 6 to the Form S-1
(the “Form S-1/A”) submitted concurrently with the submission of this letter in response to the Staff’s comments.

Amendment
No.5 to Registration Statement of Form S-1

Capitalization,
page 31

 1. We
                                            note the revisions you made in response to comment 3. In order to present your capitalization
                                            in a manner consistent with your dilution presentation on page 32, please show the impact
                                            of the 6,362,089 shares of our common stock that will be issued upon the automatic conversion
                                            of the Convertible Preferred Stock in the third column, and present the sale of 2,888,889
                                            shares issued in this offering under the fourth column.

The
Company has revised the third and fourth columns of the table under “Capitalization” as requested above.

Shares
Eligible for Future Sale, page 97

 2. Please
                                            include in this section the shares underlying the representative warrants.

      1

The
Company has included the shares underlying the representative’s warrant in the “Shares Eligible for Future Sale” section
of the prospectus.

Note
18 Commitments and Contingencies

Executive
Service Agreements, page F-75

 3. We
                                            noted from exhibit A in your response to comment 4 that you determined the value of the company
                                            at December 31, 2017 by taking an average revenue multiple for Coffee shops using the 2021
                                            Edition of the Business Reference Guide, 31st Edition, published by the Business Brokerage
                                            Press. The value of your common stock was then obtained by dividing the company value by
                                            the number of common stock outstanding at December 31, 2017. Please tell us how you considered
                                            the following:

 • Address
                                            how you considered the comparability of the enterprises that were utilized in the publication
                                            to your company and whether any adjustments were made for factors, such as state of development,
                                            profitability, liquidity, location of business, etc.

 • Address
                                            whether you considered recent sales of equity securities in arms length transactions when
                                            preparing your valuation.

 • Address
                                            how your valuation method considered the change from

operating
restaurants in 2017 to operating e-commerce platforms and mobile applications in 2018.

The
Company addresses each of the bullet point comments from the Staff in order in its bullet point responses below.

 · The
                                            purpose of using a multiple for a coffee shop was solely to demonstrate that the Company’s
                                            strategy at the time was to be involved in owning and operating restaurants. At the time
                                            of Mr. Nguyen’s Employment Agreement (April 1, 2017), the Company had no operations
                                            and no value. In October 2017, it acquired a company that owned coffee shops, that had net
                                            income for the twelve months ended December 31, 2017, of $33,975 on revenues of $367,468.
                                            The 2021 Edition of the Business Reference Guide revenue multiple was for operating coffee
                                            shops. Admittedly, applying a 2021 US multiple to 2017 Viet Nam coffee shops produces a not
                                            particularly relevant comparison, but it does indicate that no significant value was created
                                            by the acquisition of the Loft Restaurant Trading Company. The purpose of this comparison
                                            was to contrast the $250 stock conversion price in Mr. Nguyen’s Employment Agreement
                                            to an estimated, end of 2017 value of the Company to demonstrate that the $250 stock conversion
                                            provision was grossly in excess of any conceivable company value either at the Employment
                                            Agreement date (Company value of $0 at April 1, 2017, or as of December 31, 2017, where the
                                            value was not substantially above $0). Regardless of the multiple applied or the direct comparability
                                            of the restaurant or country, Food Society’s 2017 value was close to zero as of December
                                            31, 2017, and the stock conversion provision was grossly out of the money.

 · Presumably,
                                            this question is in reference to the common stock issued in 2019 and 2020 for services provided
                                            which was issued at a split-adjusted price of $0.83 and

      2

$0.87
respectively. Those values confirm Mr. Nguyen’s split-adjusted cash conversion provision of $0.83.

The
various issuances of preferred stock in 2018, 2019 and 2020 were accomplished at different prices and were basically for acquisitions
($8.9 million), services provided in lieu of cash payments ($3.6 million) and financings ($2.55 million). The prices of the issuances
of the post-stock split adjusted convertible preferred financings ranged from a low of $1.40 per share in 2020 to a high of $18.67 per
share in 2019, but these issuances were purchased by friends and family of senior management of the Company and not third-party investors
and as a result were not indicative of fair value. While the Company looked at the share prices for the convertible preferred stock,
it is their contention that the value of the Company in each of those three years was effectively zero since it had changed business
strategies several times and it wasn’t until the end of 2020 that it began to fully execute on its current business strategy.

 · As
                                            previously stated, the Company changed business strategies several times. None of those strategies
                                            produced significant revenues ($0 in 2018, $10,411 in 2019 and $52,453 in 2020) and led to
                                            large losses ($1.46 million in 2018, $7.3 million in 2019 and $3.9 million in 2020). There
                                            were no cash flow projections and if there had been such projections, they would have had
                                            an unacceptably high degree of risk to the projections such that a discounted present value
                                            calculation would have been highly speculative. There were no comparable companies with which
                                            to develop metrics to apply to the Company since all of the Company metrics with the exception
                                            of the $62,864 of cumulative revenues for 2019 and 2020, were negative. Finally, the balance
                                            sheet had virtually no tangible assets during this extended period, a negative working capital
                                            and the Company had received “going concern” audit opinion references in all
                                            years. The value of the Company through 2020 was consistently zero. As a result, the valuation
                                            method didn’t change over all of these periods

 4. You
                                            state in your response to comment 4 that your estimated common stock fair value on December
                                            31, 2017 was $0.04 and that it did not increase through December 31, 2020. You further state
                                            that that market value of the common stock did not materially increase in 2021. This appears
                                            to be inconsistent with your representation that the executive shares issued in September
                                            2021 had a fair value of $7.65. Please tell us the factors that contributed to the increase
                                            from $.04 to $7.65 during 2021, including any intervening events within the company or changes
                                            in your valuation assumptions or methodology.

From
2018 to 2020, the Company recorded very little revenue. As such at the end of 2020, the Company had little if any value. In the first
half of 2020, the Company established strategic partnerships with some of Vietnam’s largest payment integrators such as VNPT, VTC
Pay, Momo and Zalo Pay. However, because of a COVID-19 outbreak in Vietnam in early 2020 and ensuing lockdowns in the restaurant sector
in Vietnam, the Company was unable to commercially launch its food and beverage ordering platform.

As
a result of its inability to generate revenues organically through its F&B ordering platform, beginning in December 2020, the Company
started negotiating to purchase the Leflair lifestyle-ecommerce Assets, which included Leflair.com website, Leflair app and its

      3

1.5
million registered consumer database. On February 16, 2021, the Company completed the purchase of the Leflair Assets at a negotiated
and agreed upon valuation of $25 million. The Company then spent the time period from February to August 2021 to re-boot the Leflair
technology platform, re-onboard previous brands and suppliers, and re-engage with its 1.5 million subscriber-base. In September 2021,
the Company re-launched Leflair. With the significant revenue generation over the past six weeks, the Company has been able to prepare
financial projections based on the Leflair historical experience. In addition, the Company is leveraging the Leflair customer base to
market other Company products (e.g., food and beverage delivery services).

In
April 2021, Grab, a Southeast Asian technology company headquartered in Singapore and Indonesia announced plans to go public through
a SPAC merger with Altimeter Growth Corp., in a transaction valued at $39.6 billion (one of the largest ever SPAC mergers). While this
SPAC merger has been delayed into the fourth quarter of 2021, it demonstrated the value that investors put on the e-commerce market in
Southeast Asia and indicated the potential for expansion of the e-commerce business in Southeast Asia as well as India. The concept of
e-commerce in Southeast Asia resonated with investors who are looking for other e-commerce investment opportunities in this region.

In
May 2021, the Company signed strategic partnership agreement with Paytech Company Limited, a leading IT services firm in Vietnam, to
jointly develop an IT and loyalty platform in Vietnam. Furthermore, in August 2021, the Company signed a strategic partnership agreement
with Rainbow Loyalty Company Limited, a Singapore-based loyalty platform, to jointly market loyalty offerings to merchants in Vietnam.
With these two strategic partnerships in place, the Company believes that it can significantly increase its subscriber base quickly with
low cost of customer acquisition.

Throughout
the third quarter 2021, the Company raised over $8.6 million overseas from twenty-five (25) foreign investors, which included third-party
institutional investors and current shareholders in a pre-IPO round of financing. The Company valuation for this round of financing was
$74 million or $4.55 per share.

During
the period from February to August 2021 the Company re-booted the Leflair technology platform, re-onboarded previous brands and suppliers,
and re-engaged with its 1.5 million subscriber-base. In September 2021, Leflair became fully operational, together with the surrounding
services infrastructure put into place by the Company. Leflair recognized revenues of approximately $75,000 in September and already
has orders of approximately $120,000 for first 23 days of October. The Company expects revenues from Leflair from September to December
2021 to reach over $1.0 million. In addition, Leflair revenues are projected to reach $15 million in 2022. Applying a 3.3x multiple to
2022 revenue produces a $50 million fair value.

The
acquisition of the Leflair Assets, investor interest generated by the pending Grab SPAC merger, entering into service contracts with
strategic partners to facilitate e-commerce, establishing loyalty platforms in Vietnam, the opportunity to cross market other e-commerce
services to the Leflair customer base and pre-IPO round of financing in the third quarter 2021 are factors, which have significantly
contributed to the increase in value of the Company in 2021.

      4

The
following table shows the Company’s assessment of the valuation increase in 2021.

Based on
the preliminary indications from investors and growth trajectory of the Company’s business going forward, the Company’s estimate[1],
which was determined in consultation with the underwriter, that it would be able to publicly offer and sell its common stock in this
IPO at $9.00 per share, the Company determined that $7.65 per share would represent a fair value price of the shares issued to employees
after the IPO price estimate had been determined. The $7.65 price, which is based on the estimated $9.00 IPO price is calculated as follows
–

 · A
                                            10% discount was applied as a risk factor that the IPO would not occur., The multiple postponements
                                            of the Grab SPAC merger and the WeWork IPO fiasco for instance, led the Company to conclude
                                            that while they had confidence that it would be successful in going forward with its initial
                                            public offering, there is still a risk that it will not occur.

 · The
                                            10% risk adjustment to the $9.00 IPO price produced a price of $8.10.

      5

 · The
                                            $8.10 price was further reduced by a $0.45 illiquidity discount as a result of the 180 day
                                            lock up that officers of the Company will be required to agree to, together with the fact
                                            that the public float of the Company will relatively small which will preven

United States securities and exchange commission logo
October 19, 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. 5 to Registration Statement on Form S-1
Filed October 13, 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.  Unless we note
otherwise, our references to prior comments are to comments in our October 5, 2021 letter.
Amendment No.5 to Registration Statement of Form S-1
Capitalization, page 31
1.We note the revisions you made in response to comment 3.  In order to present your
capitalization in a manner consistent with your dilution presentation on page 32, please
show the impact of the 6,362,089 shares of our common stock that will be issued upon the
automatic conversion of the Convertible Preferred Stock in the third column, and
present the sale of 2,888,889 shares issued in this offering under the fourth column.
Shares Eligible for Future Sale, page 97
2.Please include in this section the shares underlying the representative warrants.

 FirstName LastNameDennis Nguyen
 Comapany NameSociety Pass Incorporated
 October 19, 2021 Page 2
 FirstName LastName
Dennis Nguyen
Society Pass Incorporated
October 19, 2021
Page 2
Note  18 Commitments and Contingencies
Executive Service Agreements, page F-75
3.We noted from exhibit A in your response to comment 4 that you determined the value of
the company at December 31, 2017 by taking an average revenue multiple for Coffee
shops using the 2021 Edition of the Business Reference Guide, 31st Edition, published by
the Business Brokerage Press.  The value of your common stock was then obtained by
dividing the company value by the number of common stock outstanding at December 31,
2017.  Please tell us how you considered the following:

•Address how you considered the comparability of the enterprises that were utilized in
the publication to your company and whether any adjustments were made for factors,
such as state of development, profitability, liquidity, location of business, etc..
•Address whether you considered recent sales of equity securities in arms length
transactions when preparing your valuation.
•Address how your valuation method considered the change from
operating restaurants in 2017 to operating e-commerce platforms and mobile
applications in 2018.
4.You state in your response to comment 4 that your estimated common stock fair value on
December 31, 2017 was $0.04 and that it did not increase through December 31, 2020.
You further state that that market value of the common stock did not materially increase in
2021.  This appears to be inconsistent with your representation that the executive shares
issued in September 2021 had a fair value of $7.65.  Please tell us the factors that
contributed to the increase from $.04 to $7.65 during 2021, including any intervening
events within the company or changes in your valuation assumptions or methodology.
5.We note on page 2 in exhibit A in your response to comment 4 that you issued 1,500,000
common stock shares related to the bonus for the Leflair acquisition and 125,000 common
stock shares for 1/2 of the 2021 bonus.  Please provide us with a detailed discussion of
how you determined the fair value of these shares issued in the 3rd quarter of 2021 was
$.04 when shares issued to other executives during the same time frame had a fair value of
$7.65.
6.It appears per section 3(a) and (b) of exhibit 10.4 the Executive may elect at any time to
convert any unpaid Salary or bonus, in whole or in part, into common stock. Considering
the holder has the right to convert to shares at any time, the compensation appears to be
stock-based compensation.  Please provide us with a detailed discussion of how you
considered the guidance in ASC 718.

 FirstName LastNameDennis Nguyen
 Comapany NameSociety Pass Incorporated
 October 19, 2021 Page 3
 FirstName LastName
Dennis Nguyen
Society Pass Incorporated
October 19, 2021
Page 3
Exhibit 5.1, page I-1
7.Please have counsel revise the opinion to specify the number of shares to be sold in the
offering, which appears to be up to 3,322,223, assuming the exercise of the over-allotment
option, as well as the number of shares underlying the representative warrants, which
appears to be up to 144,445.
            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

CORRESP
1
filename1.htm

October
13, 2021

Division
of Corporation Finance

Office
of Trade & Services

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    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

Ladies
and Gentlemen:

On
behalf of Society Pass Incorporated (the “Company”), we have set forth below responses to the comments of the staff (the
“Staff”) of the Securities and Exchange Commission (the “SEC”) contained in its letter of October 5, 2021 with
respect to the amendments to the Company’s Registration Statement on Form S-1 (the “Form S-1”) as noted above.

For
your convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by the Company’s responses.
Please note that all references to page numbers in the responses are references to the page numbers in Amendment No. 5 to the Form S-1
(the “Form S-1/A”) submitted concurrently with the submission of this letter in response to the Staff’s 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.

The
Company has revised the “Cash” amount which is included in the Post-Offering Pro Forma As Adjusted columns of the table under
“Capitalization” to include only the net proceeds from the offering, which are $23,320,000 instead of gross proceeds, which
are $26,000,000.

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.

The
Company has revised the table under “Capitalization” to present preferred stock within the mezzanine section of the balance
sheet to align with the balance sheet on page F-41.

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.

The
Company has divided the proforma as adjusted column in the S-1 into two separate columns 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. Column 3 now shows capitalization on an
actual June 30, 2021 basis plus the pro forma effects of both preferred stock and common stock issuances after June 30, but prior the
initial public offering plus separate the pro forma as adjusted effect of sale of the IPO shares, without inclusion of effect of the
conversion of the preferred shares that will occur at the IPO. Column 4 is the same as column 3 except that the effects of the conversion
of the preferred shares is included.

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.

The
4,377,150 shares issued after June 30, 2021 but prior to the completion of the initial public offering were all issued to senior executives
of the Company.

The
Stock Issuance Table below provides the information requested by the Staff in comment 4 above.

    Stock Issuance
    Table

    Title
    of Senior Executive
    Date
    of issuance
    Number
    of shares Issued
    Share
    Price
    Form
    of Consideration Received/Purpose of Issuance

    Chief
    Operating Officer
      9/16/2021
      6,900
    $ 7.65 (a)
    Senior
    Executive Services/Bonus

    VP
    for Products
      9/16/2021
      2,400
    $ 7.65 (a)

    Chief
    Financial Officer
      9/1/2021
      814,950
    $ 7.65 (a)
    Senior
    Executive Services/Compensation under Employment Agreement

    Chief
    Executive Officer
      9/22/2021
      3,103,000
    $ 0.83 (b)
    Senior
    Executive Services/conversion of accrued and unpaid salary pursuant to Employment Agreement

      449,900
    $ 7.65 (a)

    Total

      4,377,150

(a)
Represents the fair value of these shares issued. The Company will expense the shares using this price for the third quarter ended September
30, 2021.

(b)
Represents the conversion price based on the Chief Executive Officer’s employment agreement. As discussed herein and further in
Exhibit A, no income statement revisions for any period during the term of the Nguyen Employment Agreement are required to account for
the conversion feature

In
conversations between the Company and the SEC Accounting Staff, the Staff also expressed concerns on whether or not the share conversion
price included in the Employment Agreement, dated April 1, 2017 between Dennis Nguyen, the Company’s founder, Chairman and Chief
Executive Officer and the Company (the “Nguyen Employment Agreement”) used to calculate 3,103,000 shares of the Company’s
common stock (the “Conversion Shares”) issued to Mr. Nguyen, was at any time during the term of the Nguyen Employment Agreement
below the fair value per share of the Company’s common Stock and if so whether or not the Company had accrued for the additional
compensation the Staff deemed inherent in such a below market conversion feature.

The
Staff further requested the Company to confirm that the other 1,274,150 shares issued to senior executives, including Mr. Nguyen (the
“Executives’ Shares”), in September of this year as part of their compensation would be expensed at fair value and
describe its valuation methodology for such shares.

The
Company confirms that the Employee Shares will be expensed at the fair value at the time of issuance. The Company in consultation with
Michael J. Hamilton, CPA/ABV/CEIV/CDBV, a third party independent valuation expert, prepared the fair value analysis, included in Exhibit
A, to describe the Company’s (i) position that no income statement revisions for any period during the term of the Nguyen Employment
Agreement are required to account for the conversion feature included in the Nguyen Employment Agreement and (ii) valuation methodology
with respect to the Executives’ Shares.

The
Company has revised the related disclosure in Note 18 Commitments and Continugency under the June 30, 2021 financial statements in connection
with the Nguyen Employment Agreement.

Difference
in Share Issuance Prices to Employees and Estimated IPO Price

As
is typical in initial public offerings, the estimated IPO price of $9.00 (the “Estimated IPO Price”) was not derived using
a formal determination of fair value, but was determined by the Company based, in part, on input received from the underwriters including
discussions with the Board of Directors and executives of the Company. Along with the input from the underwriters, among the factors
considered in setting the Estimated IPO Price were the following:

 • the
                                            general conditions of the securities market and the recent market prices of, and the demand
                                            for, publicly traded common stock of comparable companies;

 • the
                                            Company’s financial condition and prospects;

 • progress
                                            and stage of development of the Company’s programs;

 • estimates
                                            of business potential and earnings prospects for the Company and the ecommerce and platform
                                            industry in which it operates;

 • comparable
                                            valuations metrics for and recent performance of initial public offerings of companies in
                                            the ecommerce industry;

 • an
                                            assumption that there would be a receptive public trading market for ecommerce companies
                                            such as the Company; and

 • an
                                            assumption that there would be sufficient demand for the Company’s common stock to
                                            support an offering of the size contemplated by the Company.

 • our
                                            recent acquisition of the Leflair branded assets

 • recent
                                            execution of agreements with the strategic partners in the ecommerce, communications, consumer
                                            products, financial services sectors – such as Dream Space Trading Co. Ltd, Lala Move
                                            Vietnam Co. Ltd and Tikinow Smart Logistics Co. Ltd; VTC Technology and Digital Content Company,
                                            Media Corporation, Zion Joint Stock Company, Online Mobile Service Joint Stock Co., SHBank
                                            Finance Co. Ltd and Triip Pte. Ltd.

A
primary reason for the Estimated IPO Price being significantly greater than the estimated historical fair value is the difference in
valuation methodology and weighting of outcomes and liquidity. Public market investors often use more qualitative and subjective methodologies
to determine the price that they are willing to pay in an IPO and those methodologies can result in valuations that differ significantly
from the valuations determined using the quantitative information utilized by the Company’s board of directors.

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.

The
Company revised the dilution table for Pro forma and Adjusted Pro Forma. Please see the below revised disclosure note and tables:

Our
pro forma as adjusted net tangible book value as of June 30, 2021, was approximately $12,673,963 or $0.70 per share of common stock,
after giving effect to the automatic conversion of all of our outstanding convertible preferred stock into 6,362,089 shares of our common
stock, immediately prior to the closing of this offering. Our pro forma as adjusted net tangible book value per share represents pro
forma as adjusted net tangible book value divided by 18,002,839 shares of common stock outstanding, as if such conversion occurred on
June 30, 2021.

After
giving further effect to our sale of 2,888,889 shares of common stock in this offering, at an assumed initial public offering price of
$9.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated
underwriting discounts, non-accountable expense allowance and estimated offering expenses payable by us, our pro forma as adjusted net
tangible book value as of June 30, 2021 would have been $35,993,963 or approximately $1.72 per share. This represents an immediate increase
in pro forma as adjusted net tangible book value of $1.02 per share to our existing stockholders and an immediate dilution of $7.28 per
share to new investors who purchase shares of common stock in the offering. Dilution per share to new investors purchasing shares of
common stock in this offering is determined by subtracting pro forma as adjusted net tangible book value per share after this offering
from the assumed initial public offering price per share paid by new investors.

    Assumed public
    offering price

      9.00

    Historical net tangible
    book value (deficit) as of June 30, 2021
      (1.97 )

    Increase
    in pro forma as adjusted net tangible book value attributable to pro forma adjustments described above
      2.67

    Pro forma as adjusted
    net tangible book value as of June 30, 2021
      0.70

    Increase
    in pro forma as adjusted net tangible book value attributable to investors participating in this offering
      1.02

    Pro forma as adjusted net
    tangible book value immediately after this offering

      1.72

    Dilution
    per share to new investors in this offering

      7.28

Should
you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me at 646-876-0618.

Sincerely,

Jeffrey
P. Wofford

Carmel,
Milazzo & Feil LLP

      1

EXHIBIT
A

Fair
Value of Common Stock 2017

In
2017 the Company had no operations other than the operations from a subsidiary that owned several restaurants in Vietnam that generated
revenues of $367,468 for the year ended December 31, 2017 and net income of $33,975 for the corresponding period. This subsidiary was
later spun-out to the Company’s shareholders and shut down its operations shortly thereafter.

Using
the 2021 Edition of the Business Reference Guide, 31st Edition, published by the Business Brokerage Press and the average revenue multiple
from this publication of Coffee Shops (Specialty) SIC 5812-28, NAICS 722515, the value of the Company was approximately $150,000 on December
31, 2017.

To
obtain the fair value of the Company’s common stock at the time of the execution of the Nguyen Employment Agreement, the Company
divided $150,000 by 13,387 (the number of shares of common stock outstanding on December 31, 2017), which is approximately $11.20 (approximately
$0.04 on a post stock split basis).

Fair
Value of Common Stock 2018, 2019 and 2020

The
Company has determined that there was no increase in the 2017 fair value of the Company’s common stock during the years 2018, 2019
and 2020. The Company has come to this conclusion as a result its review of its consolidated statement of operations and other comprehensive
loss, consolidated balance sheet and consolidated statement of cash flows, in each case for the fiscal years ending 2018, 2019 and 2020.

Consolidated
Statement of Operations and Other Comprehensive Loss Analysis

A
summary of the Company’s Consolidated Statement of Operations and Other Comprehensive Loss for each of the three-years in the period
ended December 31, 2020 is as follows:

    Society Pass Incorporated

    Consolidated Statement of Operations and
    Other Comprehensive Loss

    For the Year Ended December 31

    2018
    2019
    2020
    Total
    Since Inception

    Revenue
    $ —
    $ 10,411
    $ 52,453
    $ 62,864

    Cost of
    Revenue
      —
      (771 )
      (88,664 )
      (89,435 )

    Gross
    profit
      —
      9,640
      (36,211 )
      (26,571 )

    Total
    operating expenses
      (1,460,895 )
      (7,299,942 )
      (3,714,036 )
      (12,474,873 )

    Loss from
    operations
      (1,460,895 )
      (7,290,302 )
      (3,750,247 )
      (12,501,444 )

    Other
      —
      (8,12

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.

 FirstName LastNameDennis Nguyen
 Comapany NameSociety Pass Incorporated
 October 5, 2021 Page 2
 FirstName LastName
Dennis Nguyen
Society Pass Incorporated
October 5, 2021
Page 2
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

CORRESP
1
filename1.htm

June 17, 2021

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Society Pass Incorporated

Draft Registration Statement on Form S-1

Submitted May 14, 2021

CIK No. 0001817511

Dear Staff:

On behalf of Society Pass Incorporated (the
“Company”), we have set forth below responses to the comments of the staff (the “Staff”) of the Securities
and Exchange Commission (the “SEC”) contained in its letter of May 27, 2021 with respect to Amendment No. 1 to the
Company’s Draft Registration Statement on Form S-1 (the “DRS/A1”) submitted on May 14, 2021 by the Company. For
your convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by the Company’s
responses. Please note that all references to page numbers in the responses are references to the page numbers in Amendment No.
2 to the DRS (the “DRS/A2”) submitted concurrently with the submission of this letter in response to the Staff’s
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.

The Company has added language to the footnote
to the table in the section headed “Capitalization” on page 31 of the DRS/SA2 and to the footnote in the Dilution table
in the section headed “Dilution” on page 32 of the DRS/A2 that specifies that the additional shares of series C preferred
stock is not included in such tables and reads as follows:

“[does not include]
shares of our common stock that would be issuable upon conversion of $558,000 of Series C Preferred Stock that are issuable upon
the satisfaction of certain conditions that have not occurred and will not occur on or before the closing of this offering.”

Since the liability
is contingent and the Series C convertible preferred stock will not be issued prior to or upon the completion of the initial public
offering, the Company has not added it to the Capitalization or Dilution pro forma presentation but has added the above disclosure
to the footnote to each table.

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 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.

The Company has made the requested changes
on pages 34 and 35 of the DRS/A2.

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.

The Company has made the requested revision in the DRS/A2 by revising
the the sentence on page 67 captioned as 1) to read as follows:

“We expect that our #HOTTAB Mobile Payment Device, when
available, will automate the checkout process by acting as credit card reader and a QR scanner for merchants in Nepal and Vietnam.”

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.

The Company has amended the accounting
policies (page F-18) with further disclosure required by ASC 718-10-50

Pursuant to ASU 2018-07,
“The Company follows ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement
and recognition of compensation expense for all share-based payment awards (employee or non employee), are measured at grant-date
fair value of the equity instruments that an entity is obligated to issue. Restricted stock units are valued using the market
price of the Company’s common shares on the date of grant. As of March 31, 2021, those shares issued for service compensations
were immediately vested, and therefore this amount is thus recognized as expense with an offset to preferred or common stock (for
par value of shares issued) and APIC (for the balance). For the three months ended March 31, 2021 and 2020, the stock-based compensations
are recorded in the General and administrative expenses within the Condensed Consolidated Statements of Operations and Other Comprehensive
Loss.”

Should
you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me
at 212-646-0618.

Jeffrey
P. Wofford

Carmel, Milazzo & Feil LLP

      1

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

 FirstName LastNameDennis Nguyen
 Comapany NameSociety Pass Incorporated
 May 27, 2021 Page 2
 FirstName LastName
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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
March 11, 2021
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 February 11, 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 Submitted February 11, 2021
Market Data, page 6
1.We note you disclose "[w]e have not independently verified any of the data from third
party sources, nor have we ascertained the underlying economic assumptions relied upon
therein. Similarly, internal surveys, industry forecasts and market research, which we
believe to be reliable based on our management’s knowledge of the industry, have not
been independently verified.”  As you are responsible for all information contained within
the registration statement, please delete this language.

 FirstName LastNameDennis Nguyen
 Comapany NameSociety Pass Incorporated
 March 11, 2021 Page 2
 FirstName LastName
Dennis Nguyen
Society Pass Incorporated
March 11, 2021
Page 2
Prospectus Summary, page 7
2.Please discuss your auditor’s going concern opinion in your prospectus summary and your
management’s discussion and analysis.
3.Please balance your disclosure in the prospectus summary about your market
opportunities by disclosing the amount of your revenue for the most recently completed
fiscal years, and your dependence to date on a small number of customers.  In addition,
please disclose in the prospectus summary the amount of your net income/loss for the
most recently completed fiscal years.
Our Company, page 7
4.Please expand your disclosure about your material relationships with business partners.
For example, we note your statement at the end of your second paragraph that "Our
strategic partners work with us to penetrate local markets, while our Platform allows
effortless integration with existing technological applications and websites."  We also note
your disclosure on page 62 that "We have established strong, long-term relationships with
many of our partners’ services."  When you reference a partner that will enhance your
business, please identify your partner and the basis of your affiliation or partnership.  If
the relationship is governed by a written agreement, if the agreement is material, please
file it as an exhibit.
5.We note your disclosure emphasizes your e-commerce activity and web based merchant
services and software.  If material, please also describe any other services and products
you offer.  For example, selling POS Hardware and facilitate financing transactions
between merchants and one of your partner financial institutions and the sale of third party
hardware and equipment (cashier stations, waiter tablets and printers).  In addition, please
expand the description of your business in the prospectus summary to explain more
clearly and in greater detail the business services and products you provide.
Summary of the Offering, page 14
6.In the sub-section use of proceeds, you disclose you "currently intend to use the net
proceeds . . . for general corporate purposes, including . . . funding certain acquisitions in
SEA and South Asia."  Please identify the acquisition targets, if known, or, if not known,
describe the nature of the businesses to be sought, the status of any negotiations with
respect to the acquisition, and provide a brief description of such business.  Please make
conforming revisions to the use of proceeds" section on page 31 and the acquiring other e-
commerce companies and applications in SEA and South Asia sub-section on page 73.
Please refer to Instruction 6 to Item 504 of Regulation S-K.

 FirstName LastNameDennis Nguyen
 Comapany NameSociety Pass Incorporated
 March 11, 2021 Page 3
 FirstName LastName
Dennis Nguyen
Society Pass Incorporated
March 11, 2021
Page 3
Our business may be materially adversely affected by the recent coronavirus (COVID-19)
outbreak, page 22
7.Please update your risk factor disclosure to describe the current impacts of the COVID-19
pandemic on your business.  Please similarly update your disclosures in the prospectus
summary on page 11 and in the management's discussion and analysis section on page 36.
For guidance, please refer to CF Disclosure Guidance Topic: Coronavirus (COVID-19)
(3/25/2020) and CF Disclosure Guidance Topic: COVID-19 Disclosure Considerations
Regarding Operations, Liquidity, and Capital Resources (6/23/20).
This offering has not been reviewed by independent professionals, page 27
8.Please revise this risk factor to describe any material risks associated with investor
reliance on the work done by, or expertise of, the professionals you have retained in
connection with the preparation of this registration statement and the execution of this
offering, including, without limitation, your legal counsel, auditor and underwriter, as well
as any other representatives or agents of the registrant.  If no such risks exist, please delete
this risk factor or tell us why you believe it is appropriate.
You should consult your own independent tax advisor regarding any tax matters arising with
respect to the securities offered in connection w, page 29
9.Please revise this risk factor to describe the material tax-related risks to investors
associated with purchasing, holding and disposing of shares of your common stock.  If
there are no such risks, please delete this risk factor or tell us why you believe it is
appropriate.
Business, page 51
10.We note that in Note 1 to your financial statements you list as part of your businesses is
"investment holding."  In an appropriate place in your business description please provide
a discussion of your investment holding business.
Consumer Facing Business, page 62
11.Here and elsewhere in you discussion of your company please ensure that you clearly
disclose which services and products are available now and which you hope to provide in
the future.  In this regard, for example, we note that on page 71 you present as one of your
competitive strengths your unique loyalty program, which is not operational.
Executive Compensation , page 87
12.Please update your executive compensation disclosure to include your recently completed
fiscal year. Please refer to Item 402 of Regulation S-K and Regulation S-K Compliance
and Disclosure Interpretation 117.05

 FirstName LastNameDennis Nguyen
 Comapany NameSociety Pass Incorporated
 March 11, 2021 Page 4
 FirstName LastName
Dennis Nguyen
Society Pass Incorporated
March 11, 2021
Page 4
Certain Relationships and Related Party Transactions, page 88
13.Please disclose in this section the related party transactions summarized in note 9 to the
financial statements for the fiscal year ended December 31, 2019 or, for each transaction,
please tell us why you believe disclosure is not required.  Please refer to Item 404 of
Regulation S-K.
Financial Statements of Society Pass Incorporated
Consolidated Statements of Operations and Other Comprehensive Loss, page F-5
14.Please quantify net sales and cost of sales of tangible products separately from those of
service revenues.  Refer to Rule 5-03.1 of Regulation S-X and ASC 280-10-50-40.
Note - 1 Description of Business and Organization
Spun Out, page F-8
15.We note your disclosure that on December 31, 2019, you spun out Food Society Group
Limited.  Please tell us how this spin out was accounted for and site the specific
authoritative literature utilized to support your accounting treatment.
Revenue Recognition, page F-11
16.We note your disclosure on page 69 that your revenue streams consist of Consumer
Facing and Merchant Facing revenues.  It appears from your disclosure that the Consumer
Facing revenue stream consists of ordering fees and delivery fees collected from every
transaction processed.  The Merchant Facing revenue stream consists of subscription fees,
sale of software and hardware, optional add-on software services, commissions from sale
of third party hardware and brokerage fees from the facilitation of financing transactions.
Please revise your revenue recognition policy to provide a detailed discussion of the
how revenue is recognized for each of these revenue streams in accordance with ASC 606.
Cost of goods sold, page F-16
17.It appears from your disclosure here and on page F-84 of the Hottab December 31, 2018
financial statements that cost of goods sold consists of the cost of hardware, software and
payroll, which are directly attributable to the sales of products.  There appears to be a
significant decrease in the amount of cost of goods sold as a percentage of revenue
resulting in a positive gross margin for the year ended 12/31/19 vs. a negative gross
margin in the Hottab December 31, 2018 and September 30, 2019 financial statements.
Please tell us what factors contributed to the significant change in the cost of goods sold
and the resulting gross margin.
Note - 3 Summary of Significant Accounting Policies
Share-based compensation, page F-16
18.Please revise your disclosure to state how you estimate the market price of your common

 FirstName LastNameDennis Nguyen
 Comapany NameSociety Pass Incorporated
 March 11, 2021 Page 5
 FirstName LastName
Dennis Nguyen
Society Pass Incorporated
March 11, 2021
Page 5
shares for the purpose of estimating share-based compensation.  In addition, it appears
from the Consolidated Statement of Cash Flows that you incurred stock based
compensation.  Please tell us what this stock based compensation relates to and where is it
recorded in the financial statements.
Note - 5 Business Combination, page F-19
19.We note that approximately $75,000 of the required cash payment and the additional
series C convertible preferred stock valued at approximately $558,000 have been deferred
and classified as Contingent Service Payable in the Consolidated Balance Sheet.  Please
tell us the basis of these deferred payments and site the specific authoritative literature you
utilized to support your accounting treatment.
20.We note that the goodwill related to the Hottab acquisition was immediately impaired.
Please tell us the factors that were considered related to this impairment and provide the
disclosures required by ASC 350-20-50.
Note - 6 Intangible Assets, page F-21
21.We note that you capitalized the cost of the software development arrangement with CVO
Advisors Pte Ltd, which includes designing App and Web-based platform.  Please tell us
how the arrangement met the capitalization criteria under ASC 985.
22.Please revise your disclosure to describe the material terms of the subscription agreement
CVO.
Note - 19 Subsequent Event, page F-34
23.Please confirm that you have retroactively reflected the 750 for 1 stock split throughout
the document, including the financial statements.  Otherwise, revise your document to
retroactively reflect the stock split.
Exhibit Index, page II-6
24.Please file as exhibits to the registration statement the following agreements:
•the software setup, development and use license agreement with Wallet Factory
International Limited dated November 15, 2018; and
•the stock purchase agreement and accelerator contract for equity with SOSV IV LLC
entered into in January 2019.
As to each agreement, if you believe you are not required to file it as an exhibit, please tell
us why.  Please refer to Item 601(b)(10) of Regulation S-K.

 FirstName LastNameDennis Nguyen
 Comapany NameSociety Pass Incorporated
 March 11, 2021 Page 6
 FirstName LastName
Dennis Nguyen
Society Pass Incorporated
March 11, 2021
Page 6
            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