United States securities and exchange commission logo





                              January 26, 2024

       Tjin Patrick Soetanto
       Chief Executive Officer
       NusaTrip Incorporated
       28F AIA Central, Jl. Jend. Sudirman No.Kav. 48A
       RT.5/RW.4, Karet, Semanggi
       Kota Jakarta Selatan
       Daerah Khusus Ibukota
       Jakarta 12930, Indonesia

                                                        Re: NusaTrip
Incorporated
                                                            Draft Registration
Statement on Form S-1
                                                            Filed December 29,
2023
                                                            CIK No. 0002006468

       Dear Tjin Patrick Soetanto:

                                                        We have reviewed your
draft registration statement and have the following comments.

              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 a comment applies 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 this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional comments.

       Draft Registration Statement on Form S-1

       Cover Page

   1.                                                   You list an agent for
service located outside of the United States. Instead, please provide
                                                        an agent for service
with a United States address.
       Cautionary Note Regarding Forward-Looking Statements, page ii

   2.                                                   Please revise to
eliminate the suggestion that your prospectus includes forward-looking
                                                        statements within the
meaning of Section 27A of the Securities Act and Section 21E of the
                                                        Exchange Act. See
Securities Act Rule 27A(b)(2)(D).
 Tjin Patrick Soetanto
FirstName  LastNameTjin Patrick Soetanto
NusaTrip Incorporated
Comapany
January 26,NameNusaTrip
            2024         Incorporated
January
Page 2 26, 2024 Page 2
FirstName LastName
Prospectus Summary
Overview, page 1

3.       You disclose that you are the first Indonesian-based online travel
agent (OTA) in
         Indonesia to receive International Air Transport Association (IATA)
accreditation. Please
         disclose the benefits or purpose of such IATA accreditation.
Our Business Model, page 3

4.       You disclose because you are "financially supported" by your
Nasdaq-listed parent
         company, SOPA, NusaTrip has the financial backing to continuously
re-invest in your
         marketing and technology platforms. Please explain the financial
support from SOPA that
         you have received or expect to receive. Please also ensure you
disclose your business after
         the spin-off is complete, such as if you expect any continuing support
from SOPA.
Marketing and Brand Positioning, page 4

5.       Define acronyms such as B2B and B2C at first usage.
Prospectus Summary
Spin-Off, page 5

6.       We note you disclose that Society Pass ("SOPA") completed a spin-off
of your Common
         Stock to its stockholders. Please provide details of this Spin-Off in
your next amendment.
         In this regard, you should indicate reasons for this Spin-off, the
Spin-Off date, number of
         shared distributed to the stockholders, and the number of shares and
percentage of shares
         owned by SOPA after the Spin-off.
Spin-Off, page 5

7.       Please explain how shares of NusaTrip will be distributed to Society
Pass's shareholders.
         Address whether Society Pass intends to seek shareholder approval of
the spin-off and/or
         register the transaction under the Securities Act of 1933. If Society
Pass does not intend
         to register the transaction, please provide your analysis as to why
this is not required.
Convertible Notes, page 6

8.       In the "Explanatory Note," you indicate that you are registering the
resale of shares of
         common stock issuable upon the conversion of convertible unsecured
promissory notes
         issued to the Selling Stockholders. Although the definition for the
Convertible Notes at
         page ii omits the word "promissory," it appears that these are the
same notes you reference
         in this section as converting into common stock upon consummation of
the NusaTrip
         initial public offering. Therefore, it does not appear that you have
issued the convertible
         promissory notes overlying shares of common stock that are included in
the resale
         registration statement. Please explain why you believe you are
eligible to register
         the resale of these shares of common stock at this time. For guidance,
see Question 134.01
 Tjin Patrick Soetanto
FirstName  LastNameTjin Patrick Soetanto
NusaTrip Incorporated
Comapany
January 26,NameNusaTrip
            2024         Incorporated
January
Page 3 26, 2024 Page 3
FirstName LastName
         of the Securities Act Sections Compliance and Disclosure
Interpretations.
9.       We note that you are registering the resale of shares of common stock
held by
         selling stockholders or that are issuable to selling stockholders.
Given that the separation
         of NusaTrip from Society Pass has not occurred and that NusaTrip's
common stock is
         currently 100% owned by Society Pass (see page ii), it does not appear
that you have
         issued such shares. Please explain why you may register the resale of
these common
         shares at this time.
Corporate Structure, page 7

10.      You indicated on page ii that Society Pass Incorporated ("SOPA") owns
100% of your
         common stock. Please include SOPA in the corporate structure.
11.      We note your disclosures on page 5 that 50,000 shares of Super Voting
Preferred Stock
         were designated on January 2, 2023; however, we also note that
NusaTrip Incorporated
         was formed in May 2023. Please expand your disclosures to clarify this
discrepancy. In
         addition, tell us whether the terms and issuance of the Super Voting
Preferred Stock to
         Raynaud Liang and Maroon Capital Limited impact the conclusion that
all operating
         entities of the registrant are under common control by SOPA.
Consolidated Results of Operations, page 39

12.      Please describe the underlying causes for material changes in revenue.
In this regard,
         please provide a breakdown of your revenue by service lines and a
narrative discussion of
         the extent to which such changes are attributable to changes in prices
and volumes or
         other reasons. A table appears to be missing from the bottom of page
39 providing this
         breakdown. Refer to Item 303(b)(2) and Item 303(c)(2) of Regulation
S-K.

13.      You state the primary reason for the decrease in general and
administrative expenses
         between reporting periods is due to the reversal of an income tax
provision. Please
         provide further details as to the nature of this income tax provision,
why it was reversed
         and why it has been classified within general and administrative
expenses.
14.      Please reconcile your disclosure at page 15 and elsewhere suggesting
that you experienced
         a net profit in 2022 with the tabular disclosure in this section.
15.      You disclose your revenues were mainly generated from the sales of air
ticket for the
         nine months ended September 30, 2023, as it contributed to 71.53% of
your total revenue,
         as compared to 73.66% for the nine months ended September 30, 2022. On
the other
         hand, you disclose that revenue generated from the hotel reservation
accounted for 6.39%,
         24.76% and 4.80% of your total revenue for the nine months ended
September 30, 2023
         and 2022 and year ended December 31, 2022, respectively. However, on
page 63 you
         disclose that "[o]ur largest revenue stream is from hotel bookings and
contributes up to
         60% of NusaTrip   s net revenues." Please revise your breakdown of
revenues by service
         lines to consistently disclose their contributions to net revenues.
 Tjin Patrick Soetanto
FirstName  LastNameTjin Patrick Soetanto
NusaTrip Incorporated
Comapany
January 26,NameNusaTrip
            2024         Incorporated
January
Page 4 26, 2024 Page 4
FirstName LastName
Management's Discussion and Analysis, page 39

16.      You at various times make refence to service lines, such as the sale
of air tickets and hotel
         reservations on page 39, and on page 63 you disclose that "[o]ur
reportable segments are
         as follows" and thereafter disclose a B2B segment, B2C segment, and
Hotel platform. If
         a discussion of segment information and/or of other subdivisions
(e.g., geographic areas,
         product lines) of your business is necessary to an understanding of
your business, please
         revise to focus your discussion on each relevant reportable segment
and/or other
         subdivision of the business and on the registrant as a whole. See Item
303(b) of
         Regulation S-K.
Gross Profit, page 40

17.      You disclose gross profit margin of 98.12% for the nine months ended
September 30,
         2023 was decreased by 1.88%, as compared to gross profit margin of
100.00% in
         September 30, 2022, due to expansion of IT team and software cost.
Please explain how
         you achieve gross profit margins of 98-100%.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Cash Flows, page 41

18.      Your discussion of cash flows appears to merely reiterate the
information presented in
         your statements of cash flows. In this regard, please expand your
disclosure to discuss the
         underlying factors for changes in operating, investing and financing
cash flows. Refer to
         Item 303 of Regulation S-K and Release No. 33-8350.
Business, page 53

19.      You provide various graphical presentations and narrative disclosure
that are attributed to
         third parties, such as to a "Bain analysis", Phocuswright or World
Tourism Organization.
         Please ensure you disclose the source of and the date of any third
party data and make
         clear the disclosure that is attributed to third parties.
Overview, page 53

20.      Ensure that you provide a complete description of your business and
that your disclosure
         is consistent and tailored to your company and its operations. For
example, we note the
         following:
             outside of the risk factors section, you do not mention your
purported "reputation as a
              music video streaming service," but you make the representation
at page 21 and refer
              to music videos in a second risk factor at page 25;
             at page 23 you state that you use equity awards to attract
talented employees, but at
              page ii you state that Society Pass owns 100% of your common
stock;
             at page 27, you state that "any future loan agreement either for
the financing of
              existing vessels in our fleet or any vessel acquisitions may
limit the amount of
              dividends we can pay under some circumstances";
 Tjin Patrick Soetanto
FirstName  LastNameTjin Patrick Soetanto
NusaTrip Incorporated
Comapany
January 26,NameNusaTrip
            2024         Incorporated
January
Page 5 26, 2024 Page 5
FirstName LastName
                at page 30, you refer to the market for "small media
companies"; and
                at page 68 you include a graphic showing "impending
acquisitions" in nine separate
              locations, but at page 1 and elsewhere you state "As of the date
of this prospectus, we
              have no mergers or acquisitions pending or contemplated."

         Please explain each of these apparent inconsistencies, or revise as
appropriate.
Our Business Model, page 58

21.      Revise to explain in context what constitute "the problems of a
typical OTA in SEA"
         which you are able to overcome through the practices you list.
Management and Brand Positioning, page 61

22.      Please discuss if you intend to contract with Thoughtful Media Group
Inc. and SOPA after
         your spin-off.
Data Protection and Privacy, page 70

23.      Revise to provide clear disclosure regarding the "various laws and
regulations covering
         the privacy and protection of users    data" to which you are subject.
See Item 101(h)(4) of
         Regulation S-K.
Management
Executive Officers and Directors, page 72

24.      For any officers who devote less than 100% of their professional time
to your business,
         quantify the amount of time devoted to NusaTrip and provide
corresponding Risk Factors
         disclosure. Make clear when each officer (such as your CEO) began
service to your
         company in their current position, and provide a clear description of
their employers and
         positions held over the past five years. Other individuals with
missing information
         include Messrs. How and Neo, and Mr. How also is omitted from the
table which would
         show his age. See Item 401(e) of Regulation S-K.
Certain Parties and Related Party Transactions
Advances from a Related Party, page 79

25.      Revise to provide the details of the advances, including the dates and
amounts provided
         and the identity of the related parties providing the advances. Also
provide current and
         updated disclosure regarding sales of unregistered securities in Item
15.
Underwriting, page 89

26.      You state that "We intend to enter into an underwriting agreement...."
But you discuss the
         terms throughout the filing, including a discussion of the "tail
financing" provision at page
         91. Disclose when you entered into the underwriting agreement.
 Tjin Patrick Soetanto
FirstName  LastNameTjin Patrick Soetanto
NusaTrip Incorporated
Comapany
January 26,NameNusaTrip
            2024         Incorporated
January
Page 6 26, 2024 Page 6
FirstName LastName
Financial Statements
Note 1 Business Overview and Basis of Presentation, page F-7

27.      We note that you have completed the Reorganization on January 2, 2023.
You also
         disclose that "...The consolidation of Nusatrip and its subsidiaries
has been accounted for
         at historical cost and prepared on the basis as if the aforementioned
transactions had
         become effective as of the beginning of the first period presented in
the accompanying
         carve-out combined and consolidated financial statements..." As some
of the entities listed
         on page F-7 were acquired in 2023 and other entities were not held
under common control
         as of the beginning of the first period presented in the financial
statements, please revise
         your disclosures and identify the date when each entity was first
included in the carve-out
         financial statements for the periods presented. Refer to ASC
805-50-45.
28.      On a related matter, please clarify the events that occurred as part
of the "Reorganization"
         on January 2, 2023. Your disclosures refer to this as the date that
all entities were under
         common control by SOPA; however, that date is not consistent with your
disclosures
         listing certain transactions at the bottom of page F-7. In addition,
NusaTrip Incorporated
         was formed in May 2023. Therefore, revise your disclosures to clarify
what events
         occurred as part of the Reorganization.
29.      We note the Company is an Online Travel Agency ("OTA"). However, you
disclose that
         only those assets and liabilities that are specifically identifiable
to the digital marketing
         business are included in the Company   s consolidated carve-out
financial statements. In
         addition, all revenues, cost of revenues and operating expenses
attributable to provision of
         digital marketing business are reflected in accompanying carve-out
combined and
         consolidated financial statements. Please tell us the basis of
including digital marketing
         business rather than the OTA business in your carve-out financial
statements.
30.      Expand your disclosures to discuss how you accounted for the transfer
of entities under
         common control to the registrant. In your revised disclosures, address
the nature of the
         $291,134 group restructuring charge to additional paid in capital and
how you have
         presented the equity section of the transferred entities under common
control in periods
         prior to the registrant's formation in May 2023.
31.      Please disclose the methodology you used in allocating shared costs in
preparation of the
         carve-out financial statements. In this regard, please include
allocation of costs related to
         corporate functions historically provided by Society Pass such as
officer and employee
         salaries, accounting and legal services, and other selling, general
and administrative
         expenses. Refer to Question 2 of SAB Topic 1.B.1.
Note 3 Summary of Significant Accounting Policies, page F-8

32.      You have identified B2B, B2C and Hotel Platform as reportable segments
on page 63.
         Explain how these reportable segments relate to your revenue service
lines, and expand
         your footnotes to provide the disclosures required by ASC 280-10-50.
 Tjin Patrick Soetanto
FirstName  LastNameTjin Patrick Soetanto
NusaTrip Incorporated
Comapany
January 26,NameNusaTrip
            2024         Incorporated
January
Page 7 26, 2024 Page 7
FirstName LastName
33.      Expand your disclosures to address the nature of expenses that are
considered classified as
         costs of revenue and explain why no costs of revenue have been
recorded in certain
         reporting periods.
Revenue Recognition, page F-11

34.      We note you disclose on page 46 and F-11 that "...revenues are
substantially reported on a
         net basis as the travel supplier is primarily responsible for
providing the underlying travel
         services and the Company does not control the service provided by the
travel supplier to
         the traveler. Revenue from air ticketing services, air ticket
commission, hotel reservation,
         train ticket, car rental and refund margin are substantially
recognized at a point of time
         when the performance obligations that are satisfied..." However, under
Principal vs Agent
         Considerations on page 47 and F-11, you indicate that "... Based on
the Company   s
         evaluation of the control model, it determined that all the Company
s major businesses act
         as the principal rather than the agent within their revenue
arrangements and such revenues
         are reported on a gross basis..." Please revise your disclosures to
clarify if you record
         revenue on a gross or net basis. In addition, please provide an
analysis supporting your
         determination, including specific factors considered in applying the
guidance in ASC 606-
         10-55-36 through 55-40.

35.      Please provide disaggregation of your revenue into categories that
show how economic
         factors affect the nature, amount, timing, and uncertainty of revenue
and cash flows. Refer
         to ASC 606-10-50-5 and ASC 606-10-55-89 to 91.
36.      Expand your disclosures to address the timing of your revenue
recognition. For example,
         you state: "Revenue from air ticketing services, air ticket
commission, hotel reservation,
         train ticket, car rental and refund margin are substantially
recognized at a point of time
         when the performance obligations that are satisfied." Describe the
events that occur that
         indicate the performance obligation has been satified. Refer to ASC
606-10-50-12 and 50-
         19. In addition, we note subscription software revenue is recognized
over the contract
         period. Provide the disclosures required by ASC 606-10-50-18
Income Tax, page F-12

37.      We note you disclose income tax policy in Note 3 and Note 10. Please
address the
         followings:
             In Note 10, you disclose that "...The Company   s subsidiaries
mainly operate in
              California, Thailand, Vietnam, Philippines and Indonesia that are
subject to taxes in
              the jurisdictions in which they operate..." Please tell us which
entity is subject to
              income taxes in California and the reasons of not disclosing
California income tax
              details in Note 10.
             Please tell us if the carve-out financial statements reflect a tax
provision calculated on
              the separate return basis. Refer to Question 3 of SAB Topic
1.B.1.
 Tjin Patrick Soetanto
FirstName  LastNameTjin Patrick Soetanto
NusaTrip Incorporated
Comapany
January 26,NameNusaTrip
            2024         Incorporated
January
Page 8 26, 2024 Page 8
FirstName LastName
Note 4 Inventories, page F-16

38.      You indicate in Note 3 and on page 45 that inventories include
hardware equipment and
         peripheral costs which are purchased from the Company   s suppliers as
merchandized
         goods and the inventories were amounted to $667,098 and $534,670 at
September 30,
         2023 and December 31, 2022, respectively. However, you disclose in
Note 4 that "...all
         finished goods inventories were related to air tickets...The
inventories amounted to
         $162,829 and $825 at September 30, 2023 and December 31, 2022,
respectively...." Please
         resolve these inconsistencies and revise your filings as appropriate.
Note 9 Shareholders' Equity, page F-18

39.      Expand your disclosures, as appropriate, to address the issuance of
and accounting
         for warrants to SOPA in January 2023 to acquire 1.6 million common
shares at $1.50 per
         share, as disclosed on page 79.
Note 10 Income Taxes, page F-19

40.      We note you have not provided for a full valuation allowance against
the deferred tax
         assets on expected future tax benefits from the net operating loss
carryforwards of
         Malaysia and PTTSM, even though management believes it is more likely
than not that
         these assets will not be realized in the future. Please clarify why
you have not provided a
         full valuation allowance when realizability is not more likely than
not, or revise your
         disclosures as necessary.
Exhibits

41.      Your list at page II-2 includes no legality opinion and no material
contracts. In your
         Business section and elsewhere, please disclose the scope and terms of
any material
         agreements with third parties, and file all such agreements as
exhibits. For example, in a
         risk factor at page 22, you allude to risks from the expiration or
termination of your
         agreements with third parties; at page 65, you refer to agreements
with key employees and
         confidentiality agreements with employees, third parties, and others;
and at page F-7 in
         Note 1, you state that "The Company negotiates agreements with
airlines, hotels, and
         other travel suppliers to access their inventory and offer competitive
prices to customers."
         In addition, at page 42, you disclose that for the year ended December
31, 2022, you had
         one customer that accounted for more than 30% of your revenues. See
Item 601 of
         Regulation S-K.
General

42.      You disclose that "SEA    refers to the Southeast Asia geographic
region. Please list or
         define the countries of the Southeast geographic region.
43.      Please supplementally provide us with copies of all written
communications, as defined
         in Rule 405 under the Securities Act, that you, or anyone authorized
to do so on your
 Tjin Patrick Soetanto
NusaTrip Incorporated
January 26, 2024
Page 9
       behalf, present to potential investors in reliance on Section 5(d) of
the Securities Act,
       whether or not they retain copies of the communications. Please contact
the staff member
       associated with the review of this filing to discuss how to submit the
materials, if any, to
       us for our review.
        Please contact Joanna Lam, Staff Accountant, at (202) 551-3476 or
Shannon
Buskirk, Staff Accountant, at (202) 551-3717 if you have questions regarding
comments on the
financial statements and related matters. Please contact Timothy S. Levenberg,
Special Counsel,
at (202) 551-3707 or Kevin Dougherty, Staff Attorney, at (202) 551-3271 with
any other
questions.



                                                             Sincerely,
FirstName LastNameTjin Patrick Soetanto
                                                             Division of
Corporation Finance
Comapany NameNusaTrip Incorporated
                                                             Office of Energy &
Transportation
January 26, 2024 Page 9
cc:       Ted Paraskevas, Esq., of Loeb & Loeb LLP
FirstName LastName