SEC Comment Letter 0000000000-24-013415 to NUSATRIP Inc (NUTR)
NUSATRIP Inc
Date: Dec. 5, 2024 · CIK: 0002006468 · Accession: 0000000000-24-013415
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-283323
Letter
December 5, 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 Registration Statement on Form S-1 Filed November 19, 2024 File No. 333-283323 Dear Tjin Patrick Soetanto: We have reviewed your registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-1 Prospectus Summary Overview, page 1 1.In your prior filing on October 24, 2024, you stated that you employed more than 100 staff members in your offices in Jakarta, Vietnam and Singapore. Revise to provide the reasons for and the timing of any company actions which resulted in the 35% decrease you now show as of September 30, 2024.
December 5, 2024 Page 2 Capitalization, page 38 2.Please expand or correct as necessary, the following disclosures surrounding the capitalization table to support the amounts presented:
•Expand your disclosures preceding the capitalization table to clearly state the basis for the amounts presented in the pro forma and pro forma as adjusted columns. •Revise or tell us how you calculated the $16,233,322 in pro forma and pro forma as adjusted cash. •Revise the line item description labeled “Treasury shares” to correctly identify these shares as Series X Super Voting Preferred Stock. •Revise or tell us why the Series X Super Voting Preferred Stock should remain in the pro forma and pro forma as adjusted columns as these shares were canceled in October 2024. •Revise the number of pro forma as adjusted common shares outstanding listed in the Common Stock line item to correctly include 1,066,668 shares. •Revise or tell us why the underwriter discount and other offering related expenses are not classified within Additional Paid-In Capital. Dilution, page 39 3.Please expand your qualitative disclosures on page 39 regarding net tangible assets and dilution before and after the offering to clearly state whether the amounts disclosed consider the impact of both the offering of 2,700,000 shares at an assumed initial public offering price of US$4.50 per share, after deducting underwriting discounts and estimated offering expenses, and the conversion of the convertible notes issued in October 2024 into 1,066,668 shares. Your current disclosures are unclear as they refer only to the offering; however, the dilution amounts take into consideration the impact of the shares issued upon conversion of the notes. 4.Please revise to exclude intangible assets from your historical and adjusted net tangible book value and per share information. 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. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
December 5, 2024 Page 3 Please contact Joanna Lam at 202-551-3476 or Shannon Buskirk at 202-551-3717 if you have questions regarding comments on the financial statements and related matters. Please contact Timothy Levenberg at 202-551-3707 or Kevin Dougherty at 202-551- 3271 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc:Ted Paraskevas, Esq., of Loeb & Loeb LLP
Show Raw Text
December 5, 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
Registration Statement on Form S-1
Filed November 19, 2024
File No. 333-283323
Dear Tjin Patrick Soetanto:
We have reviewed your registration statement and have the following comment(s).
Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Prospectus Summary
Overview, page 1
1.In your prior filing on October 24, 2024, you stated that you employed more than 100
staff members in your offices in Jakarta, Vietnam and Singapore. Revise to provide
the reasons for and the timing of any company actions which resulted in the 35%
decrease you now show as of September 30, 2024.
December 5, 2024
Page 2
Capitalization, page 38
2.Please expand or correct as necessary, the following disclosures surrounding the
capitalization table to support the amounts presented:
•Expand your disclosures preceding the capitalization table to clearly state the
basis for the amounts presented in the pro forma and pro forma as adjusted
columns.
•Revise or tell us how you calculated the $16,233,322 in pro forma and pro forma
as adjusted cash.
•Revise the line item description labeled “Treasury shares” to correctly identify
these shares as Series X Super Voting Preferred Stock.
•Revise or tell us why the Series X Super Voting Preferred Stock should remain in
the pro forma and pro forma as adjusted columns as these shares were canceled in
October 2024.
•Revise the number of pro forma as adjusted common shares outstanding listed in
the Common Stock line item to correctly include 1,066,668 shares.
•Revise or tell us why the underwriter discount and other offering related expenses
are not classified within Additional Paid-In Capital.
Dilution, page 39
3.Please expand your qualitative disclosures on page 39 regarding net tangible assets
and dilution before and after the offering to clearly state whether the amounts
disclosed consider the impact of both the offering of 2,700,000 shares at an assumed
initial public offering price of US$4.50 per share, after deducting underwriting
discounts and estimated offering expenses, and the conversion of the convertible notes
issued in October 2024 into 1,066,668 shares. Your current disclosures are unclear as
they refer only to the offering; however, the dilution amounts take into consideration
the impact of the shares issued upon conversion of the notes.
4.Please revise to exclude intangible assets from your historical and adjusted net
tangible book value and per share information.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
December 5, 2024
Page 3
Please contact Joanna Lam at 202-551-3476 or Shannon Buskirk at 202-551-3717 if
you have questions regarding comments on the financial statements and related
matters. Please contact Timothy Levenberg at 202-551-3707 or Kevin Dougherty at 202-551-
3271 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Ted Paraskevas, Esq., of Loeb & Loeb LLP