SecProbe.io

CORRESP
 1
 filename1.htm

 March 24, 2025

 VIA EDGAR TRANSMISSION

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Energy & Transportation

 Re:
 NusaTrip Incorporated (the " Company ")

 Registration Statement on Form S-1

 Filed on March 31, 2025
 File No. 	333-285997

 Dear SEC Officers,

 As counsel for the Company and on its behalf, this
letter is being submitted with a comparison document of the registration statement on Form S-1 (File No. 333-285997) against the registration
statement on Form S-1/A (File No. 333-283323) in order to facilitate to the review process of the Securities and Exchange Commission.

 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

 Exhibit A

 As filed with the U.S. Securities and Exchange
Commission on January 15 March 21 , 2025.

 Registration No. 333 -283323 -[
 ]

 UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

 AMENDMENT NO. 2 TO

 FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 NUSATRIP INCORPORATED
 (Exact name of registrant as specified in its charter)

 Nevada

 4700

 99-2217461

 (State or Other Jurisdiction of
Incorporation or Organization)

 (Primary Standard Industrial
Classification Code Number)

 (I.R.S. Employer
Identification Number)

 28F AIA Central, Jl. Jend. Sudirman No.Kav. 48A, RT.5/RW.4,
Karet, Semanggi, Kota Jakarta Selatan,
Daerah Khusus Ibukota, Jakarta 12930, Indonesia

 Telephone: +62 21 5060 8747

 (Address, including zip code, and telephone number
including area code, of Registrant's principal executive offices)

 Nevada Discount Registered Agent, Inc.

 831 Laca St, Dayton, NV 89403

 Telephone: (775) 782-6587

 (Name, address, including zip code, and telephone number
including area code, of agent for service)

 Copies of all communications, including communications
sent to agent for service, should be sent to:

 Lawrence Venick, Esq.
 Loeb & Loeb LLP
 2206-19 Jardine House
 1 Connaught Road Central
 Hong Kong SAR
 Telephone: +852-3923-1111

 Fang Liu, Esq.
 VCL Law LLP
 1945 Old Gallows Road
 Suite 260
 Vienna, VA 22182
 Telephone: (703) 919-7285

 Approximate date of commencement of proposed sale
to the public: As soon as practicable after the effective date of this registration statement.

 If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended
(the "Securities Act") check the following box: ☒

 If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐

 If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. ☐

 If this Form is a post-effective amendment filed
pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. ☐

 Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See
definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging
growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer ☐
 Accelerated filer ☐

 Non-accelerated filer ☒
 Smaller reporting company ☒

 Emerging growth company ☒

 If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided to Section 7(a)(2)(B) of the Securities Act. ☐

 The Registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to said Section 8(a), may determine.

 EXPLANATORY NOTE

 On November 19, 2024, the Company initially filed
a Registration Statement on Form S-1 with the U.S. Securities and Exchange Commission (the "SEC"), which was subsequently
amended and declared effective by the SEC on February 14, 2025 (as so amended, the "Registration Statement"). In connection
with the Registration Statement, the Company planned to offer 3,000,000 of its shares of common stock, once the Company's common
stock being trading on the Nasdaq Capital Market (the "Previous Offering").

 The information included in this Post-Effective
Amendment No. 1 amends the Registration Statement and the prospectus contained therein. No additional securities are being registered
under this Post-Effective Amendment No. 1. As of the date of this Post-Effective Amendment No. 1, the Company has not closed the Previous
Offering, and no securities have been sold under the Registration Statement. All applicable registration fees were paid at the time of
the original filing of the Registration Statement on November 19, 2024.

 This registration statement contains two prospectuses,
as set forth below.

 ● Public Offering Prospectus .
A prospectus to be used for the public offering of shares of Common Stock through the underwriter named on the cover page of this prospectus,
which is referred to in this Explanatory Note as the Public Offering Prospectus.

 ● The Resale Prospectus . A prospectus,
which is referred to in this Explanatory Note as the Resale Prospectus, to be used for the resale by Selling Stockholders of up to 1,066,668
shares of Common Stock, consisting of 1,066,668 shares of Common Stock held by the Selling Stockholders.

 The Resale Prospectus is substantively identical to
the Public Offering Prospectus, except for the following principal points:

 ●
 they contain different front covers;

 ●
 they contain different " Offering " sections in the Prospectus Summary;

 ●
 they contain different " Use of Proceeds " sections;

 ●
 the " Capitalization " and " Dilution " sections are deleted from the Resale Prospectus;

 ●
 a " Selling Stockholders " section is included in the Resale Prospectus;

 ●
 the " Underwriting " section from the Public Offering Prospectus is deleted from the Resale Prospectus and a " Plan of Distribution " section is inserted in its place; and

 ●
 the " Legal Matters " section in the Resale Prospectus deletes the reference to counsel for the underwriters.

 The registrant has included in this registration statement
a set of alternate pages after the back cover page of the Public Offering Prospectus, which are referred to as the Alternate Pages, to
reflect the foregoing differences in the Resale Prospectus as compared to the Public Offering Prospectus. The Public Offering Prospectus
will exclude the Alternate Pages and will be used for the public offering by the Registrant. The Resale Prospectus will be substantively
identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages and will be used for the resale
offering by the Selling Stockholders.

 The information in this preliminary
prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities
and Exchange Commission is effective. This preliminary prospectus is not an offeror to sell these securities and it is not soliciting
an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

 PRELIMINARY PROSPECTUS
SUBJECT TO COMPLETION, DATED JANUARY 15 MARCH 21 , 2025

 NUSATRIP INCORPORATED
 2,700 3,000 ,000 Shares of Common Stock

 This is the initial public offering of up to 2,700 3,000 ,000
shares of the Common Stock, $0.0001 par value per share ("Common Stock"), of NusaTrip Incorporated ("Company",
"us" or "we"), or IPO. Prior to this IPO, there has been no public market for our Common Stock (the "Shares").
It is currently estimated that the initial public offering price per share will be between $4.0 and $5.0. The Selling Stockholders (as
defined herein) are offering 1,066,668 shares of Common Stock to be sold in the offering pursuant to the Resale Prospectus. We will not
receive any proceeds from the sale of the Common Stock to be sold by the Selling Stockholders. Currently, no public market exists for
our Common Stock.

 We intend to list our Common Stock on the Nasdaq Capital
Market under the symbol "NUTR", subject to meeting all applicable listing standards. At this time, Nasdaq has not yet approved
our application to list our Common Stock. The closing of the IPO is conditioned upon Nasdaq's final approval of our listing application,
and there is no guarantee or assurance that our stocks will be approved for listing on Nasdaq. There is no assurance that, if our listing
is successful, an active trading market for our Common Stock will develop or be sustained. We are a "smaller reporting company"
under applicable Securities and Exchange Commission rules and are subject to reduced public company reporting requirements for this prospectus
and future filings.

 This registration statement also contains a resale
prospectus, pursuant to which the Selling Stockholders are offering 1,066,668 shares of Common Stock, or the resale offering, to be sold
in one or more transactions that may take place in ordinary brokers' transactions, privately negotiated transactions or through
sales to one or more dealers for resale of such securities as principals after the trading of our Common Stock on Nasdaq begins. We will
not receive any proceeds from the sale of the shares of Common Stock to be sold by the Selling Stockholders. No sales of the shares covered
by this prospectus shall occur until the shares of Common Stock sold in this offering begin trading on Nasdaq.

 We are an "emerging growth company", as
defined in the Jumpstart Our Business Startups Act of 2012, under applicable U.S. federal securities laws, and are eligible
for reduced public company reporting requirements. See " Prospectus Summary - Implications of Being an Emerging
Growth Company " for more information.

 The registration of the shares hereunder does not
mean that the Selling Stockholders will actually offer or sell the full number of the shares being registered pursuant to this prospectus.
We will not receive any proceeds from the sales of shares of our Common Stock by the Selling Stockholders. The Selling Stockholders may
offer the securities registered hereunder directly or through agents or to or through underwriters or dealers. The securities may be offered
and sold through public or private transactions at market prices prevailing at the time of sale, at a fixed price or fixed prices, at
negotiated prices, at various prices determined at the time of sale or at prices related to prevailing market prices. See "Plan
of Distribution" for more information about how the Selling Stockholders may sell the shares of Common Stock being registered
pursuant to this prospectus.

 We will pay the expenses incurred in registering the
shares, including legal and accounting fees. See "Underwriting" .

 Investing in our Common Stock involves a high degree
of risk. See "Risk Factors" beginning on page 15 and elsewhere in this prospectus for a discussion of information
that should be considered in connection with an investment in shares of our Common Stock. Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these shares or determined whether this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.

 The Company will be a "controlled company"
under the Corporate Governance Rules of Nasdaq and can rely on exemptions from certain corporate governance requirements that could adversely
affect the holders of the Company's Common Stock. Under these rules, a company of which more than 50% of the voting power is held
by an individual, group or another company is a controlled company and may elect not to comply with certain corporate governance requirements,
including the requirement that a majority of its directors be independent, as defined in the Corporate Governance Rules of Nasdaq and
the requirement that the compensation committee and nominating and corporate governance committee of the Company consist entirely of independent
directors. The Company currently does not intend to rely on these exemptions. However, if the Company decides to rely on exemptions applicable
to controlled company under the Corporate Governance Rules of Nasdaq in the future, you will not have the same protections afforded to
stockholders of companies that are subject to all of Nasdaq corporate governance requirements. See "Risk Factors - the
Company will be a "controlled company" within the meaning of the NASDAQ corporate governance standards and, as a result, will
be entitled to rely on exemptions from certain corporate governance requirements that provide protections to stockholders" and
 "Controlled Company Exemption." In addition, upon the consummation of this offering, Society Pass Incorporated will
control 78.8 77.5 % of the voting power of the Company's outstanding voting securities.

 Per Share

 Total

 Public offering price

 $

 $

 Underwriting discounts and commissions (1)

 $

 $

 Proceeds to us, before expenses (2)

 $

 $

 (1) We have agreed to pay Cathay Securities, Inc.,
as the representative (the "Representative") of the underwriters named in this prospectus, an underwriting discount equal
to seven percent (7.0%) of the gross proceeds of the offering.

 (2) The amount of offering proceeds to us presented
in this table does not give effect to the exercise of the over-allotment option issued to the Underwriter.

 We have also agreed to issue to the
Representative, on the closing date of this offering, warrants in an amount equal to seven percent (7.0%) of the aggregate number of shares
of Common Stock sold by us in this offering and exercisable at a price per share equal to one hundred and twenty-five percent (125%) of
the public offering price (the "Underwriter's Warrants"). In addition, we have agreed to pay a non-accountable expense
allowance to the Representative equal to 1% of the gross proceeds received at the closing of the offering. For a description of compensation
to be received by the Underwriter, see " Underwriting " for more information.

 (2) The amount of offering proceeds to us
presented in this table does not give effect to the exercise of the over-allotment option issued to the Underwriter.

 We have granted the underwriters an option, exercisable
for up to 45 days from the date of this prospectus, to purchase a maximum of 405 450 ,000 shares of Common Stock
(equal to fifteen percent (15%) of the aggregate number of shares of Common Stock sold in this offering) on the same terms as the other
shares of Common Stock being purchased by the underwriters from us.

 This offering is being conducted on a firm commitment
basis. The underwriters are obligated to take and purchase all of the shares of common stock offered under this prospectus if any such
shares are taken.

 The underwriters expect to deliver the secu