SecProbe.io

CORRESP
1
filename1.htm

November
19, 2024

VIA
EDGAR TRANSMISSION

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

    Re:
    NusaTrip
    Incorporated (the “Company”)

    Amendment
    No. 5 to Draft Registration Statement on Form S-1

    Submitted
    October 23, 2024

    CIK
    No. 0002006468

Dear
SEC Officers,

As
counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated November 8, 2024 from the Securities
and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented
on the above-referenced Registration Statement on Form S-1 (the “Form S-1”). For the Staff’s convenience, the
Staff’s comments have been stated below in their entirety, with the Company’s responses set out immediately underneath those
comments. Please note that all references to page numbers in the responses are references to the page numbers in a revised Form S-1 (the
“Amendment”), filed concurrently with the submission of this letter in response to the Staff’s comments.

Amendment
No. 5 to Draft Registration Statement on Form S-1

Convertible
Notes, page 6

    1.
    You
disclose terms of the convertible notes, including that Convertible Notes automatically convert into an aggregate of 1,066,668 shares
of Common Stock upon the effectiveness of the registration statement, at a conversion price of $1.50 per share. However, your currently
submitted Exhibits 10.5-10.7 do not appear to disclose such terms. You have disclosure on page 34 that references amendments to your
SPAs that reflect such terms. Please file all amendments to your SPAs that reflect the terms as disclosed.

Response:
In response to the Staff’s comment, the Company respectfully submits that the relevant disclosures throughout the Amendment
and Amendments No. 1 to the Securities Purchase Agreements are filed under exhibits 10.9 to 10.11.

Prospectus
Summary

Voting
and Other Rights of Common Stock and Super Voting Preferred Stock, page 6

    2.
    You
    disclose that on September 3, 2024, you issued 75,000 shares of the Company’s Super Voting Preferred Stock to Heather Maynard,
    but then on October 14, 2024, you cancelled the issuance of the Company’s Super Voting Preferred Stock to Heather Maynard,
    and that the 75,000 Super Voting Preferred Stocks are now held in the treasury. Please revise to provide additional background on
    why Ms. Maynard surrendered the shares and whether any consideration that was paid for them. Please also disclose if you have any
    plan, arrangements, or intention to issue any Super Voting Preferred Stock in the near future.

Response:
In response to the Staff’s comment, the Company has updated the relevant disclosures on pages 6, 31 and 92 of
the Amendment. The Company further submits that as of the date of this letter, the Company does not have any plan, arrangements, or intention
to issue any Super Voting Preferred Stock prior to the consummation of this offering.

Business,
page 55

    3.
    Please
    update your metrics and analysis of the SEA travel market used in the section to reflect the passage of time. For example, you have
    charts on page 57 with “full year-estimates” for 2023, and on the top of page 59, you disclose domestic and international
    travel within SEA with a decline in 2020-2021, followed by a post-COVID revival in 2022, with international travel at that time still
    taking longer to rebound, with airlines struggling with demand and high costs deterring travelers. You also disclose hotel occupancy
    in 2022, and that for much of 2022, tourists from China remained limited, but that you expect “significant increases in inbound
    travel from China, Japan and Korea to drive travel GMV going forward.” Considering that it is now November of 2024, please
    update your disclosure to reflect developments over that time period and updated metric.

Response:
In response to the Staff’s comment, the Company has updated the relevant disclosures throughout the Amendment.

Employment
Agreements, page 81

    4.
    Once
    the information is available, please expand the new disclosures to quantify the annual salary for each named officer.

Response:
The Company respectfully submits that it will update the annual salary information once it is available.

    5.
    In
    response to comment 6, we note that Heather Maynard will no longer be your controlling stockholder; however, it appears that she
    will still be your Executive Chairwoman and a director following the offering. Please revise to discuss any relationships, agreements,
    or affiliations that Ms. Maynard may have with Society Pass and its affiliates. For example, we note that in Amendment No. 3 to a
    Form S-1 333-281589 filed by Thoughtful Media Group Incorporated (TMG), which you describe as a “sister company,” that
    registrant discloses that on September 30, 2023, Society Pass, Heather Maynard, and Thoughtful Media entered into an employment agreement
    in which Ms. Maynard agreed to serve as the chairwoman of the board, representing Society Pass on the board of the TMG, and would
    receive EUR 120,000 (approximately $130,492) per year for her services. Please discuss if Ms. Maynard, Society Pass and NusaTrip
    have entered into any similar agreement for her similar services to NusaTrip.

Response:
In response to the Staff’s comment, the Company has added the relevant disclosures on pages 7 and 88 of the Amendment
and has filed Ms. Maynard’s employment agreement as Exhibit 10.8.

Selling
Stockholders, page A-3

    6.
    You
                                                         disclose that no Selling Stockholder is a broker-dealer or an affiliate of a brokerdealer. However, it appears that Grit
                                                         Multi-Strategies Investment Company Limited may be affiliated with Grit Securities Limited, a  licensed broker in Hong Kong.
                                                         Please note that a registration statement registering the resale of shares being offered by a broker-dealer must identify the
                                                         broker-dealer as an underwriter if the shares were not issued as underwriting compensation. For a selling stockholder that is an
                                                         affiliate of a broker-dealer, your prospectus must state, if true, that: (1) the seller purchased the securities in the
                                                         ordinary course of business; and (2) at the time of purchase of the securities you are registering for resale, the seller had no
                                                         agreements or understandings, directly or indirectly, with any person, to distribute the securities. If you are unable to make these
                                                         statements in the prospectus, please disclose that the selling stockholder is an underwriter. Please revise your disclosure
                                                         accordingly or advise.

Response:
In response to the Staff’s comment, the Company has amended the relevant disclosures on pages Alt-3 and Alt-4 of the Amendment.
The Company further submits that Grit Multi-Strategies Investment Company Limited is wholly owned by Jue Wang, who holds minority (34%)
equity interest in Grit Securities Limited, a licensed broker in Hong Kong. Grit Multi-Strategies Investment Company Limited serves as
an investment vehicle for Jue Wang.

Plan
of Distribution , page A-5

    6.
    We
    note your disclosure on page Alt-5 that your selling shareholders may sell their securities by any method permitted pursuant to applicable
    law. Please confirm your understanding that the retention by a selling shareholder of an underwriter would constitute a material
    change to your plan of distribution requiring a post-effective amendment. Refer to the undertaking required by Item 512(a)(1)(iii)
    of Regulation SK.

Response:
In response to the Staff’s comment, the Company respectfully confirms its understanding that the retention by a selling shareholder
of an underwriter would constitute a material change to your plan of distribution requiring a post-effective amendment.

Please
do not hesitate to contact Lawrence Venick at (310) 728-5129 or Ted Paraskevas at (917) 974-3190 of Loeb & Loeb LLP with any questions
or comments regarding this letter.

    Sincerely,

    /s/
    Lawrence Venick

    Lawrence
    Venick

    cc:
    Mr. Tjin Patrick Soetanto