SC 13G 1 formsc13g.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

Society Pass Incorporated

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

83370P102

(CUSIP Number)

November 8, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 83370P102

Schedule 13G

(1)

Mr. Nguyen: (i) owns and has sole voting power over 3,300 shares of Series X Super Voting Preferred Stock, $0.0001 par value per share, that is not registered under the Securities Exchange Act of 1934 (and has no CUSIP number) which entitles him to 10,000 votes per share when voting with the Common Stock as a class, or 33,000,000 votes; and (ii) has sole voting power over (a) 1,688,900 shares of common stock, $0.0001 par value per share (“Common Stock”),which are held in the name of Maroon Capital Limited of which Mr. Nguyen has a controlling interest; (b) 1,643,700 shares in the name of Gopher Limited of which Mr. Nguyen has a controlling interest; and (c) 1,950,230 shares in the name of Blue Jay Capital Limited.

(2)

Includes (i) 342,600 shares of Common Stock owned directly by Mr. Nguyen; and (ii) (a)1,688,900 shares of Common Stock, which are held in the name of Maroon Capital Limited of which Mr. Nguyen has a controlling interest; (b) 1,643,700 shares in the name of Gopher Limited of which Mr. Nguyen has a controlling interest; and (c) 1,607,630 shares in the name of Blue Jay Capital Limited,.

CUSIP No. 83370P102

Schedule 13G

1.	Name of Reporting Persons Maroon Capital Limited
2.	Check the Appropriate Box if a Member of a Group (see instructions) (a) ☒ (b) ☐
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Cayman Islands

Number of

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

Shared Voting Power

1,688,900

Sole Dispositive Power

Shared Dispositive Power

1,688,900

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,688,900 shares of Common Stock
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐
11.	Percent of Class Represented by Amount in Row 9 8.8%
12.	Type of Reporting Person (see instructions) CO

CUSIP No. 83370P102

Schedule 13G

CUSIP No. 83370P102

Schedule 13G

Item 1.

(a) Name of Issuer: The name of the issuer is Society Pass Incorporated (the “Issuer”).

(b) Address of Issuer’s Principal Executive Offices: The Issuer is a corporation organized under the laws of the State of Nevada with principal executive offices at 701 S. Carson Street, Suite 200, Carson City, NV 89701.

Item 2.

(a) Name of Person Filing: The names of the person filing are:

(i) Dennis Nguyen (“Mr. Nguyen”).

(ii) Maroon Capital Limited (“Maroon”).

(iii) Gopher Limited (“Gopher”).

(iv) Blue Jay Capital Limited (“Blue Jay”).

(b) Address of Principal Business Office, or if None, Residence:

(i) The principal executive office of Mr. Nguyen is 701 S. Carson Street, Suite 200, Carson City, NV 89701.

(ii) The principal executive office of Maroon is Tri-Mer Services Ltd, International House, Triq L-Imdina, Mriehel, Malta.

(iii) The principal executive office of Gopher is Tri-Mer Services Ltd, International House, Triq L-Imdina, Mriehel, Malta.

(iv) The principal executive office of Blue Jay is Tri-Mer Services Ltd, International House, Triq L-Imdina, Mriehel, Malta.

(i) Mr. Nguyen is a United States citizen.

(ii) Maroon was organized in the Cayman Islands.

(iii) Gopher was organized in Malta.

(iv) Blue Jay was organized in Malta.

(d) Title of Class of Securities: The title of the class of securities is Common Stock, par value $0.0001 per share.

(e) CUSIP Number: The CUSIP number for the Common Stock is 83370P102.

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a) ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b) ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(d) ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e) ☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f) ☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g) ☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h) ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) ☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership

(a) Amount beneficially owned:

(i) Mr. Nguyen beneficially owns 5,625,430 shares of Common Stock which includes (i) 342,600 shares of Common Stock owned directly; (ii) 1,688,900 shares which are held in the name of Maroon Capital Limited of which Mr. Nguyen has a controlling interest; (iii) 1,643,700 shares in the name of Gopher Limited of which Mr. Nguyen has a controlling interest; and (iv) 1,950,230 shares in the name of Blue Jay Capital Limited of which Mr. Nguyen has a controlling interest. Mr. Nguyen also owns 3,300 shares of the Series X Super Voting Preferred Stock which is not registered under the Securities Exchange Act of 1934 and has no CUSIP number.

(ii) Maroon owns 1,688,900 shares of Common Stock.

(iii) Gopher owns 1,643,700 shares of Common Stock.

(iv) Blue Jay owns 1,950,230 shares of Common Stock which includes 342,600 shares of common stock underlying 1,142 shares of Series C-1 Preferred Stock.

(b) Percent of class:

(i) For Mr. Nguyen: 29.3% (and 94.3% of the outstanding shares of the Series X Super Voting Preferred Stock).

(ii) For Maroon: 8.8%.

(iii) For Gopher: 8.6%.

(iv) For Blue Jay: 10.2%.

(i) Sole power to vote or to direct the vote:

(A) For Mr. Nguyen:38,625,430 . Mr. Nguyen owns 3,300 shares of Series X Super Voting Preferred Stock that is not registered under the Securities Exchange Act of 1934 (and has no CUSIP number) which entitles him to 10,000 votes per share when voting with the Common Stock as a class, or 33,000,000 votes.

(B) For Maroon: 0 shares of Common Stock.

(D) For Blue Jay: 0 shares of Common Stock.

(ii) Shared power to vote or to direct the vote:

(A) For Mr. Nguyen:0 .

(B) For Maroon: 1,688,900 shares of Common Stock.

(D) For Blue Jay: 1,950,230 shares of Common Stock.

(iii) Sole power to dispose or to direct the disposition:

(A) For Mr. Nguyen: 5,625,430 shares of Common Stock.

(B) For Maroon: 0 shares of Common Stock.

(D) For Blue Jay: 0 shares of Common Stock.

(iv) Shared power to dispose or to direct the disposition:

(A) For Mr. Nguyen: 0.

(B) For Maroon: 1,688,900 shares of Common Stock.

(D) For Blue Jay: 1,950,230 shares of Common Stock.

Item 5. Ownership of 5 Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ].

Item 6. Ownership of More than 5 Percent on Behalf of Another Person.

Other than as set forth herein, no other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities reported herein.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group

See Exhibit A attached hereto.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certifications

Not applicable.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 23, 2021

By: /s/Dennis Nguyen

Dennis Nguyen

MAROON CAPITAL LIMITED

By: /s/Dennis Nguyen Dennis Nguyen

Director

GOPHER CAPITAL LIMITED

By: /s/Dennis Nguyen Dennis Nguyen

Director

GOPHER CAPITAL LIMITED

By: /s/Dennis Nguyen

Dennis Nguyen

Director

EXHIBIT INDEX

Exhibit 99.1:	Joint Filing Agreement, dated December 23, 2021 by and among Mr. Dennis Nguyen, Maroon Capital Limited, Gopher Capital Limited and Blue Jay Capital Limited.
Exhibit 99.2:	Exhibit A.

Exhibit 99.1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)(1)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that such person or entity knows or has reason to believe that such information is inaccurate. This agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

Dated: December 23, 2021

By: /s/Dennis Nguyen

Dennis Nguyen

MAROON CAPITAL LIMITED

By: /s/Dennis Nguyen Dennis Nguyen

Director

GOPHER CAPITAL LIMITED

By: /s/Dennis Nguyen Dennis Nguyen

Director

GOPHER CAPITAL LIMITED

By: /s/Dennis Nguyen

Dennis Nguyen

Director

Exhibit 99.2

EXHIBIT A

SCHEDULE A

GENERAL PARTNERS, CONTROL PERSONS, DIRECTORS AND EXECUTIVE OFFICERS OF CERTAIN REPORTING PERSONS

The following sets forth the name, position, address, principal occupation and citizenship of each general partner, control person, director and/or executive officer of the Reporting Persons (the “Instruction C Persons”). To the best of the Reporting Persons’ knowledge, (i) none of the Instruction C Persons during the last five years has been convicted in a criminal proceeding (excluding traffic violations or other similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws and (ii) none of the Instruction C Persons owns any Ordinary Shares or is party to any contract or agreement as would require disclosure in this Schedule 13D.

MAROON CAPITAL LIMITED

NAME	POSITION	CITIZENSHIP	PRESENT PRINCIPAL OCCUPATION	BUSINESS ADDRESS
Dennis Nguyen	Director		Chairman and Chief Executive Officer of Society Pass Incorporated	701 S. Carson Street, Suite 200, Carson City, NV 89701

GOPHER CAPITAL LIMITED

NAME	POSITION	CITIZENSHIP	PRESENT PRINCIPAL OCCUPATION	BUSINESS ADDRESS
Dennis Nguyen	Director		Chairman and Chief Executive Officer of Society Pass Incorporated	701 S. Carson Street, Suite 200, Carson City, NV 89701

BLUE JAY CAPITAL LIMITED

NAME	POSITION	CITIZENSHIP	PRESENT PRINCIPAL OCCUPATION	BUSINESS ADDRESS
Dennis Nguyen	Director		Chairman and Chief Executive Officer of Society Pass Incorporated	701 S. Carson Street, Suite 200, Carson City, NV 89701

Name of Reporting Persons

Dennis Nguyen

Check the Appropriate Box if a Member of a Group (see instructions)

(a) ☒ (b) ☐

SEC USE ONLY

Citizenship or Place of Organization

United States

SEC Form SC 13G filed by Society Pass Incorporated