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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).

 FirstName LastNameTjin Patrick Soetanto
 Comapany NameNusaTrip Incorporated
 January 26, 2024 Page 2
 FirstName LastNameTjin Patrick Soetanto
NusaTrip Incorporated
January 26, 2024
Page 2
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

 FirstName LastNameTjin Patrick Soetanto
 Comapany NameNusaTrip Incorporated
 January 26, 2024 Page 3
 FirstName LastNameTjin Patrick Soetanto
NusaTrip Incorporated
January 26, 2024
Page 3
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.

 FirstName LastNameTjin Patrick Soetanto
 Comapany NameNusaTrip Incorporated
 January 26, 2024 Page 4
 FirstName LastNameTjin Patrick Soetanto
NusaTrip Incorporated
January 26, 2024
Page 4
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";

 FirstName LastNameTjin Patrick Soetanto
 Comapany NameNusaTrip Incorporated
 January 26, 2024 Page 5
 FirstName LastNameTjin Patrick Soetanto
NusaTrip Incorporated
January 26, 2024
Page 5
•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.

 FirstName LastNameTjin Patrick Soetanto
 Comapany NameNusaTrip Incorporated
 January 26, 2024 Page 6
 FirstName LastNameTjin Patrick Soetanto
NusaTrip Incorporated
January 26, 2024
Page 6
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.

 FirstName LastNameTjin Patrick Soetanto
 Comapany NameNusaTrip Incorporated
 January 26, 2024 Page 7
 FirstName LastNameTjin Patrick Soetanto
NusaTrip Incorporated
January 26, 2024
Page 7
33.Expand your disclosures to address the nature of expenses that are considered classified as
c