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.
 Dennis Nguyen
FirstName  LastNameDennis
Society Pass Incorporated Nguyen
Comapany
March      NameSociety Pass Incorporated
       11, 2021
March2 11, 2021 Page 2
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FirstName LastName
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.
 Dennis Nguyen
FirstName  LastNameDennis
Society Pass Incorporated Nguyen
Comapany
March      NameSociety Pass Incorporated
       11, 2021
March3 11, 2021 Page 3
Page
FirstName LastName
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
 Dennis Nguyen
FirstName  LastNameDennis
Society Pass Incorporated Nguyen
Comapany
March      NameSociety Pass Incorporated
       11, 2021
March4 11, 2021 Page 4
Page
FirstName LastName
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
 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
FirstName LastNameDennis Nguyen
            entered into in January 2019.
Comapany
       As toNameSociety    PassifIncorporated
              each agreement,     you believe you are not required to file it
as an exhibit, please tell
March us
       11,why.
           2021 Please
                 Page 5refer to Item 601(b)(10) of Regulation S-K.
FirstName LastName
 Dennis Nguyen
FirstName  LastNameDennis
Society Pass Incorporated Nguyen
Comapany
March      NameSociety Pass Incorporated
       11, 2021
March6 11, 2021 Page 6
Page
FirstName LastName
       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