SecProbe.io

CORRESP
 1
 filename1.htm

 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

 August
6, 2025

 U.S.
Securities & Exchange Commission

 Office
of Energy & Transportation

 Division
of Corporation Finance

 100
F Street, NE

 Attn:
Kevin Dougherty and Daniel Morris

 Re:
 NusaTrip
 Incorporated

 Registration
 Statement on Form S-1

 Initially
 Filed March 21, 2025, as amended

 File
 No. 333-285997

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, NusaTrip Incorporated. hereby requests acceleration of effectiveness of the
above referenced Registration Statement so that it will become effective at 4:30 p.m., Eastern Time, on August 8, 2025, or as soon as
thereafter practicable.

 Very
 truly yours,

 /s/
 Tjin Patrick Soetanto

 Tjin
 Patrick Soetanto

 Chief
 Executive Officer

 cc:

 Loeb
 & Loeb LLP

 VCL
 Law LLP

CORRESP
 1
 filename1.htm

 Acceleration
Request

 August
6, 2025

 Via
EDGAR

 U.S.
Securities and Exchange Commission

 Office
of Energy & Transportation

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
DC 20549

 Attn:
Kevin Dougherty and Daniel Morris

 Re:
 NusaTrip
 Incorporated

 Registration
 Statement on Form S-1, as amended

 Initially
 Filed on March 21, 2025

 File
 No.: 333-285997

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the "Act"), we, Cathay Securities, Inc., as the representative
of the several underwriters, hereby join in the request by NusaTrip Incorporated that the effective date of the above-referenced registration
statement be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time, on August 8, 2025, or as soon thereafter as
practicable.

 Pursuant
to Rule 460 under the Act, we, as representative of the several underwriters, wish to advise you that we have distributed to each underwriter
and dealer who is reasonably anticipated to participate in the distribution of the security to be offered a sufficient number of copies
of the preliminary prospectus permitted by Rule 430 under the Act as it appears to be reasonable to secure their adequate distribution.

 We,
the undersigned, as representative of the several underwriters, confirm that we have complied and will continue to comply with, and we
have been informed or will be informed by the participating underwriters and dealers that they have complied or will comply with, Rule
15c2-8 promulgated under the Securities Exchange Act of 1934, as amended.

 Very
truly yours,

 Cathay
Securities, Inc.

 By:

 /s/
 Xiaoyu Li

 Name:
 Xiaoyu
 Li

 Title:
 CEO
 & Head of Investment Banking

CORRESP
 1
 filename1.htm

 May
23, 2025

 VIA
EDGAR TRANSMISSION

 Securities
and Exchange Commission

 Division
of Corporation Finance

 Office
of Energy & Transportation

 Re:
 NusaTrip
 Incorporated (the " Company ")

 Amendment
 No. 2 to Registration Statement on Form S-1

 Filed May 12, 2025

 File
 No. 333-285997

 Dear
SEC Officers,

 As counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated May 21, 2025 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. 2 to Registration Statement
on Form S-1

 Management's Discussion and Analysis
of Financial Condition and Results of Operations,, page 43

 1.
 You disclose on page 46 that revenue decreased for the three months ended March 31, 2025 as compared to March 31, 2024 due to no contract
awarded for online advertisement and along with a drop in all other service lines "as the company shifts its focus into ticketing sales."
Please elaborate on your change in strategy to focus on ticket sales and if you expect your other services lines to continue to decrease.

 Response :
 In response to the Staff's comment, the Company has amended the relevant amendments on page 46 of the Amendment.

 Financial
Statements for the Years Ended December 31, 2024 and 2023

 Note 15 - Segment Information, page F-27

 2.
 We note your revised segment disclosure at page F-27 states that your CODM reviews general and administrative expenses to manage, maintain
and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. However, your segment disclosure for
the interim period ending March 31, 2025 indicates that your CODM uses revenues to perform these same functions. Considering that you
disclose a single reportable segment managed on a consolidated basis, we would expect the required measure of segment profit or loss to
be consolidated net income. Please revise your disclosure or tell us why you do not view consolidated net income as the segment measure
of profit or loss used by your CODM. Refer to FASB ASC 280-10- 50-29(f).

 Response :
 In response to the Staff's comment, the Company has updated the relevant disclosure on pages F-27 and F-52 of the 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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 21, 2025

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
 Amendment No. 2 to Registration Statement on Form S-1
 Filed May 12, 2025
 File No. 333-285997
Dear Tjin Patrick Soetanto:

 We have reviewed your amended 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.

Amended No. 2 to Registration Statement on Form S-1
Management's Discussion and Analysis of Financial Condition and Results of
Operations,
page 43

1. You disclose on page 46 that revenue decreased for the three months
ended March 31,
 2025 as compared to March 31, 2024 due to no contract awarded for online
 advertisement and along with a drop in all other service lines "as the
company shifts
 its focus into ticketing sales." Please elaborate on your change in
strategy to focus on
 ticket sales and if you expect your other services lines to continue to
decrease.
 May 21, 2025
Page 2

Financial Statements for the Years Ended December 31, 2024 and 2023
Note 15 - Segment Information, page F-27

2. We note your revised segment disclosure at page F-27 states that your
CODM reviews
 general and administrative expenses to manage, maintain and enforce all
contractual
 agreements to ensure costs are aligned with all agreements and budget.
However, your
 segment disclosure for the interim period ending March 31, 2025 indicates
that your
 CODM uses revenues to perform these same functions. Considering that you
disclose
 a single reportable segment managed on a consolidated basis, we would
expect the
 required measure of segment profit or loss to be consolidated net income.
Please
 revise your disclosure or tell us why you do not view consolidated net
income as the
 segment measure of profit or loss used by your CODM. Refer to FASB ASC
280-10-
 50-29(f).

 Please contact Shannon Buskirk at 202-551-3717 or Craig Arakawa at
202-551-3650
if you have questions regarding comments on the financial statements and
related
matters. Please contact Kevin Dougherty at 202-551-3271 or Daniel Morris at
202-551-3314
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Ted Paraskevas, Esq., of Loeb & Loeb LLP
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 May
12, 2025

 VIA
EDGAR TRANSMISSION

 Securities
and Exchange Commission

 Division
of Corporation Finance

 Office
of Energy & Transportation

 Re:
 NusaTrip
 Incorporated (the " Company ")

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

 Filed
 April 14, 2025

 File
 No. 333-285997

 Dear
SEC Officers,

 As
counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated April 30, 2025 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. 1 to Registration Statement on Form S-1

 Relationship
With and Separation From Society Pass, page 7

 1.
 Please
 update the holdings of Society Pass after giving effect to this offering in your corporate organization chart to reflect its ownership
 as disclosed on the cover page.

 Response :
 In response to the Staff's comment, the Company has amended the relevant amendments on pages 8, 10, 42 and 79 of the
Amendment.

 Dilution,
page 39

 2.
 We
 note you revised the net tangible book value as of December 31, 2024 to ($0.58) per common share in the second paragraph. Please
 revise or tell us why this amount was updated from the previously calculated ($0.43) per common share. In addition, please revise
 or tell us why the pro forma as adjusted net tangible book value as of December 31, 2024 of $7,738,293 in the third paragraph has
 not been updated to include the effect of increase in common shares to 3,750,000 in the initial public offering .

 Response :
 In response to the Staff's comment, the Company has updated the relevant disclosure on page 39 of the Amendment.

 Executive
and Director Compensation, page 84

 3.
 We
 note your response to prior comment 4. You disclose in your response letter that Heather Maynard's employment agreement is
 currently effective, and as a result, Ms. Maynard's 2024 compensation aligns with her employment agreement as disclosed in
 Exhibit 10.8 of the Amendment. In this regard, her employment agreement in Exhibit 10.8 discloses she shall be paid EUR 120,000
 per year. Please revise to disclose why she was paid $260,151 by SOPA in 2024.

 Response :
 In response to the Staff's comment, the Company amended the relevant amendments on page 89 of the Amendment to align
with her employment contract with the Company as exhibited under Exhibit 10.8.

 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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 30, 2025

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
 Amendment No. 1 to Registration Statement on Form S-1
 Filed April 14, 2025
 File No. 333-285997
Dear Tjin Patrick Soetanto:

 We have reviewed your amended 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.

Amendment No. 1 to Registration Statement on Form S-1
Relationship With and Separation From Society Pass, page 7

1. Please update the holdings of Society Pass after giving effect to this
offering in your
 corporate organization chart to reflect its ownership as disclosed on
the cover page.
 April 30, 2025
Page 2

Dilution, page 39

2. We note you revised the net tangible book value as of December 31, 2024
to ($0.58)
 per common share in the second paragraph. Please revise or tell us why
this amount
 was updated from the previously calculated ($0.43) per common share. In
addition,
 please revise or tell us why the pro forma as adjusted net tangible book
value as of
 December 31, 2024 of $7,738,293 in the third paragraph has not been
updated to
 include the effect of increase in common shares to 3,750,000 in the
initial public
 offering.
Executive and Director Compensation, page 84

3. We note your response to prior comment 4. You disclose in your response
letter that
 Heather Maynard s employment agreement is currently effective, and as
a result, Ms.
 Maynard s 2024 compensation aligns with her employment agreement as
disclosed in
 Exhibit 10.8 of the Amendment. In this regard, her employment agreement
in Exhibit
 10.8 discloses she shall be paid EUR 120,000 per year. Please revise to
disclose why
 she was paid $260,151 by SOPA in 2024.
 Please contact Shannon Buskirk at 202-551-3717 or Craig Arakawa at
202-551-3650
if you have questions regarding comments on the financial statements and
related
matters. Please contact Kevin Dougherty at 202-551-3271 or Daniel Morris at
202-551-3314
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Ted Paraskevas, Esq., of Loeb & Loeb LLP
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 April
14, 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
 March 21, 2025
 File
 No. 333-285997

 Dear
SEC Officers,

 As
counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated April 11, 2025 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.

 Registration
Statement on Form S-1

 Explanatory
Note, page 0

 1.
 Please
 revise to ensure that the language is accurately tailored to the facts of this new filing on Form S-1. In that regard, you currently
 state: "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....".

 Response :
 In response to the Staff's comment, the Company has removed the relevant disclosures under the Explanatory Note on page 0.

 Capitalization,
page 38

 2.
 Please
 revise your table and surrounding disclosure on page 38 to address the following items or explain why no revision is required:

 ●
 The
 Pro Forma cash, short term liabilities and total liabilities including lease obligations balances appear to include an adjustment
 for the $1,600,002 proceeds from the Convertible Notes offering. However, as the Convertible Notes were issued in fiscal year 2024,
 it is unclear why these amounts are not included in the Actual (Audited) balances.

 Response :
 In response to the Staff's comment, the Company has revised the relevant disclosure on pages F-27, Alt-3 and II-2
of the Amendment. The previous disclosure inadvertently indicated "issued" with respect to the Convertible Notes on October
18,2024, however, the Convertible Notes were converted on February 10, 2025.

 ●
 The
 amounts disclosed in footnotes 1 and 2 to the table do not fully support the adjustments to calculate the additional paid in capital
 on a Pro Forma and Pro Forma As Adjusted basis. Revise the amounts or clarify the additional balances included in the adjustments.

 Response :
 In response to the Staff's comment, the Company has revised the relevant disclosure on page 38 of the Amendment.

 Management,
page 80

 3.
 Please
 update the ages of your executive officers and directors. For example, we note that your CEO Tjin Patrick Soetanto has remained 52
 since your first submission in 2023. See Item 401(a) and (b) of Regulation S-K.

 Response :
 In response to the Staff's comment, the Company has amended the relevant disclosures on page 80 of the Amendment.

 Executive
Compensation, page 84

 4.
 We
 note your disclosure of 2024 compensation , as well as the terms of employment agreements disclosed thereunder. However,
 certain executive officer and director compensation differs materially from the terms of their employment agreements. When there
 is any material variance, please disclose the material terms of each named executive officer and director's compensation as
 paid in 2024. See Item 402(o) of Regulation S-K.

 Response :
 In response to the Staff's comment, the Company respectfully submits that the effectiveness of the respective employment agreements
between Tjin Patrick Soetanto, Yee Siong Tan, Albert Nicolas, and Anson Neo and the Company is conditioned upon the effective
date of the Company's registration statement for the initial public offering. As a result, both Tjin Patrick Soetanto's
and Yee Siong Tan's 2024 compensation align with their existing agreements with SOPA and both Albert Nicolas' and
Anson Neo's 2024 compensation align with their existing agreements with PT Tunas Sukses Mandiri, a subsidiary of the Group. Further,
the Company respectfully submits that only Heather Maynard's employment agreement is currently effective. As a result, Ms. Maynard's
2024 compensation aligns with her employment agreement as disclosed in exhibit 10.8 of the Amendment.

 Financial
Statements

 Note
15 - Segment Information, page F-27

 5.
 We
 note your disclosure in Note 15 that management has determined the Company has one reportable segment. We further note the disclosures
 on page 69 which identify your reportable segments as B2B, B2C and Hotel Platform and your disclosures at page F-9 indicating that
 you have five reportable operating segments, (i) Ticketing, (ii) Online advertisement, (iii) Hotel reservation, (iv) Hotel technology
 platform software, and (v) Ancillary that you aggregate into one reportable segment. Please reconcile the inconsistencies between
 these disclosures. In addition, the adoption of ASU 2023-07 includes disclosure requirements for entities that have a single reportable
 segment. Expand your disclosures to address these new requirements as noted in ASC 280-10-50-20. You may also refer to the guidance
 in ASC 280-10-55-15D through 55-15F.

 Response :
 In response to the Staff's comment, the Company has revised the relevant disclosure on pages 69 and F-9 of the Amendment.

 Note
17 - Subsequent Events, page F-27

 6.
 Expand
 your footnote disclosures to address how the issuance of the Convertible Notes Offering on October 18, 2024, as further amended on
 November 13, 2024 were accounted for in your financial statements as of and for the year ended December 31, 2024. We understand the
 notes were subsequently converted after the fiscal year end in February 2025.

 Response :
 In response to the Staff's comment, the Company revised the relevant disclosure on pages F-27, Alt-3 and II-2 of the Amendment.
The previous disclosure inadvertently indicated "issued" with respect to the Convertible Notes on October 18,2024, however,
the Convertible Notes were converted on February 10, 2025.

 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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 11, 2025

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 March 21, 2025
 File No. 333-285997
Dear Tjin Patrick Soetanto:

 We have conducted a limited review of your registration statement and
have the
following comments.

 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
Explanatory Note, page 0

1. Please revise to ensure that the language is accurately tailored to the
facts of this new
 filing on Form S-1. In that regard, you currently state: "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...."
Capitalization, page 38

2. Please revise your table and surrounding disclosure on page 38 to
address the
 following items or explain why no revision is required:
 April 11, 2025
Page 2

 The Pro Forma cash, short term liabilities and total liabilities
including lease
 obligations balances appear to include an adjustment for the
$1,600,002 proceeds
 from the Convertible Notes offering. However, as the Convertible
Notes were
 issued in fiscal year 2024, it is unclear why these amounts are not
included in the
 Actual (Audited) balances.
 The amounts disclosed in footnotes 1 and 2 to the table do not
fully support the
 adjustments to calculate the additional paid in capital on a Pro
Forma and Pro
 Forma As Adjusted basis. Revise the amounts or clarify the
additional balances
 included in the adjustments.
Management, page 80

3. Please update the ages of your executive officers and directors. For
example, we note
 that your CEO Tjin Patrick Soetanto has remained 52 since your first
submission in
 2023. See Item 401(a) and (b) of Regulation S-K.
Executive Compensation, page 84

4. We note your disclosure of 2024 compensation, as well as the terms of
employment
 agreements disclosed thereunder. However, certain executive officer and
director
 compensation differs materially from the terms of their employment
agreements.
 When there is any material variance, please disclose the material terms
of each named
 executive officer and director's compensation as paid in 2024. See Item
402(o) of
 Regulation S-K.
Financial Statements
Note 15 - Segment Information, page F-27

5. We note your disclosure in Note 15 that management has determined the
Company
 has one reportable segment. We further note the disclosures on page 69
which
 identify your reportable segments as B2B, B2C and Hotel Platform and
your
 disclosures at page F-9 indicating that you have five reportable
operating segments, (i)
 Ticketing, (ii) Online advertisement, (iii) Hotel reservation, (iv)
Hotel technology
 platform software, and (v) Ancillary that you aggregate into one
reportable segment.
 Please reconcile the inconsistencies between these disclosures. In
addition, the
 adoption of ASU 2023-07 includes disclosure requirements for entities
that have a
 single reportable segment. Expand your disclosures to address these new
 requirements as noted in ASC 280-10-50-20. You may also refer to the
guidance in
 ASC 280-10-55-15D through 55-15F.
Note 17 - Subsequent Events, page F-27

6. Expand your footnote disclosures to address how the issuance of the
Convertible
 Notes Offering on October 18, 2024, as further amended on November 13,
2024 were
 accounted for in your financial statements as of and for the year ended
December 31,
 2024. We understand the notes were subsequently converted after the
fiscal year end
 in February 2025.
 April 11, 2025
Page 3

 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.

 Please contact Shannon Buskirk at 202-551-3717 or Craig Arakawa at
202-551-3650
if you have questions regarding comments on the financial statements and
related
matters. Please contact Timothy S. 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
</TEXT>
</DOCUMENT>

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

CORRESP
1
filename1.htm

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

February
12, 2025

U.S.
Securities & Exchange Commission

Office
of Energy & Transportation

Division
of Corporation Finance

100
F Street, NE

Attn:
Timothy Levenberg and Kevin Dougherty

    Re:
    NusaTrip
    Incorporated

    Registration
    Statement on Form S-1

    Initially
    Filed November 19, 2024, as amended

    File
    No. 333-283323

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, NusaTrip Incorporated. hereby requests acceleration of effectiveness of the
above referenced Registration Statement so that it will become effective at 4:30 p.m., Eastern Time, on February 14, 2025, or as soon
as thereafter practicable.

    Very
    truly yours,

    /s/
    Tjin Patrick Soetanto

    Tjin
    Patrick Soetanto

    Chief
    Executive Officer

    cc:

    Loeb
    & Loeb LLP

    VCL
    Law LLP

CORRESP
1
filename1.htm

Acceleration
Request

February
12, 2025

Via
EDGAR

U.S.
Securities and Exchange Commission

Office
of Energy & Transportation

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Attn:
Timothy Levenberg and Kevin Dougherty

    Re:
    NusaTrip
    Incorporated

    Registration
    Statement on Form S-1, as amended

    Initially
    Filed on November 19, 2024

    File
    No.: 333-283323

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, Cathay Securities, Inc., as the representative
of the several underwriters, hereby join in the request by NusaTrip Incorporated that the effective date of the above-referenced registration
statement be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time, on February 14, 2025, or as soon thereafter
as practicable.

Pursuant
to Rule 460 under the Act, we, as representative of the several underwriters, wish to advise you that we have distributed to each underwriter
and dealer who is reasonably anticipated to participate in the distribution of the security to be offered a sufficient number of copies
of the preliminary prospectus permitted by Rule 430 under the Act as it appears to be reasonable to secure their adequate distribution.

We,
the undersigned, as representative of the several underwriters, confirm that we have complied and will continue to comply with, and we
have been informed or will be informed by the participating underwriters and dealers that they have complied or will comply with, Rule
15c2-8 promulgated under the Securities Exchange Act of 1934, as amended.

Very
truly yours,

Cathay
Securities, Inc.

    By:

    /s/
    Xiaoyu Li

    Name:
    Xiaoyu
    Li

    Title:
    CEO
    & Head of Investment Banking

CORRESP
1
filename1.htm

December
10, 2024

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
    November 19, 2024

    File
    No. 333-283323

Dear
SEC Officers,

As
counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated December 5, 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.

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.

Response:
In response to the Staff’s comment, the Company has added the relevant disclosures on pages 1 and 63 of the Amendment.

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.

Response:
In response to the Staff’s comment, the Company has added and revised the relevant disclosures on page 38 of the Amendment.

The
total cash balance of $16,233,322 comprises actual cash amounting to $3,370,626 as of September 30, 2024, in addition to net IPO proceeds
of $10,999,500, convertible notes amounting to $1,600,002, and an adjustment for IPO expenses of $263,193 that have been settled by the
Company.

The
Company respectfully submits that 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, however, the pro forma and pro forma as adjusted columns are using September 30, 2024
financial figures.

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  .

Response:
In response to the Staff’s comment, the Company has added and revised the relevant disclosures on pages 39 and 40 of the Amendment.

    4.
    Please
    revise to exclude intangible assets from your historical and adjusted net tangible book value and per share information.

Response:
In response to the Staff’s comment, the Company has revised the relevant disclosures on page 39 of the 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

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

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

November 8, 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
Amendment No. 5 to Draft Registration Statement on Form S-1
Submitted October 23, 2024
CIK No. 0002006468
Dear Tjin Patrick Soetanto:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in
our October 11, 2024 letter.
Amendment No. 5 to Draft Registration Statement on Form S-1
Convertible Notes, page 6
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 1.

November 8, 2024
Page 2
reflect such terms. Please file all amendments to your SPAs that reflect the terms as
disclosed.
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.
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 metrics.
Employment Agreements, page 81
4.Once the information is available, please expand the new disclosures to quantify the
annual salary for each named officer.
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.

November 8, 2024
Page 3
Selling Stockholders, page A-3
6.You disclose that no Selling Stockholder is a broker-dealer or an affiliate of a broker-
dealer. 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.
Plan of Distribution , page A-5
7.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 S-
K.
            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 S. 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

CORRESP
1
filename1.htm

October 23, 2024

VIA EDGAR TRANSMISSION

Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

    Re:
    NusaTrip Incorporated (the “Company”)

    Amendment No. 4 to Draft Registration Statement on Form S-1

    Submitted September 20, 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 October 11, 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. 4 to Draft
Registration Statement on Form S-1

Executive Officers and Directors,
page 76

    1.
    Ensure that your biographical sketch for Heather Maynard at page 77 is complete and provides the information that Item 401(e)(1) of Regulation S-K requires. For example, disclose her position (executive chairwoman) and affiliation with Thoughtful Media, and disclose Thoughtful Media's affiliation with SOPA.

Response: In response
to the Staff’s comment, the Company respectfully submits that the relevant disclosures are added on page 77 of the Amendment.

    2.
    Please disclose any other directorships held by each director or director nominee. For example, we note that Vincent Pucci and Michael Freed are directors of Society Pass Incorporated. See Item 401(e)(2) of Regulation S-K.

Response: In
response to the Staff’s comment, the Company has updated the relevant disclosures on page 78 of the Amendment and respectfully
submits save except for the additional of Vincent Pucci and Michael Freed as directors of Society Pass Incorporated, the biographies
of all directors are up-to-date and there are no other director position or director nominee position to be further disclosed.

Description of Capital Stock,
page 83

We may have conflicts of
interest with our Controlling Stockholders..., page 30

    3.
    Please reconcile your disclosure that the registrant has 210M shares authorized with the provisions of the articles of incorporation that you filed as exhibit 3.1. The articles in the fourth clause on page 11 indicate that you have 100M common shares and 10M preferred shares authorized. If the articles have been amended, also file the amendments as exhibits. See the first two sentences of Item 601(b)(3)(i) of Regulation S-K.

Response: In response
to the Staff’s comment, the Company has filed an updated Exhibit 3.1. The previous Exhibit 3.1 was inadvertently filed.

Exhibits

    4.
    We note the form of employment agreement you filed as exhibit 10.1. Once you execute agreements with any of your executive officers  , file such agreements and describe the material terms of each such agreement in the prospectus. See Item 601(b)(10)(ii)(A) of Regulation S-K.

Response: In response
to the Staff’s comment, the Company has added a summary of the material terms on the agreements with the executive officers on page
81 of the Amendment and will file the executed agreements as exhibits once they become available.

    5.
    Expand your discussion of executive compensation at page 80 to describe the principal terms of the clawback policy you filed as exhibit 99.5 with the current filing.

Response: In response
to the Staff’s comment, the Company has added the relevant disclosures on page 81 of the Amendment.

General

    6.
    We note your response to comment 1. In your response letter, you state that the the Company respectfully submits that "Society Pass Inc. (“SOPA”) has given majority voting power to Ms. Maynard due to her position as the Chairwoman of the Board and represents SOPA’s interests." However, we note that Heather Maynard does not appear to be an officer or director or appear to have any disclosed affiliation with SOPA from its public filings. Accordingly, please revise your disclosure to discuss how Ms. Maynard represents SOPA's interests, and any agreements or understanding to that effect. Disclose any related conflict of interest. Additionally, while you have not disclosed the date or consideration Ms. Maynard has paid for a controlling interest, with such matters left blank on page 6, if such consideration will not reflect the value of receiving a controlling interest, please clarify your disclosure as to why SOPA and its controlling shareholder Dennis Nguyen have opted to give a controlling interest in NusaTrip to Ms. Maynard.

Response: In response
to the Staff’s comment, the Company respectfully submits that the Company’s Board of Directors have decided to cancel Ms.
Maynard’s preferred stocks on October 14, 2024 and the 75,000 Super Voting Preferred Stocks will be held in treasury by the Company,
and has added the relevant disclosures throughout the 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

October 11, 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
Amendment No. 4 to Draft Registration Statement on Form S-1
Submitted September 20, 2024
CIK No. 0002006468
Dear Tjin Patrick Soetanto:
            We have reviewed your amended registration statement and have the following
comments. 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. Unless we note
otherwise, any references to prior comments are to comments in our August 20, 2024 letter.
Amendment No. 4 to Draft Registration Statement on Form S-1
Executive Officers and Directors, page 76
1.Ensure that your biographical sketch for Heather Maynard at page 77 is complete and
provides the information that Item 401(e)(1) of Regulation S-K requires.  For
example, disclose her position (executive chairwoman) and affiliation with
Thoughtful Media, and disclose Thoughtful Media's affiliation with SOPA.
Please disclose any other directorships held by each director or director nominee. For
example, we note that Vincent Pucci and Michael Freed are directors of Society Pass
Incorporated. See Item 401(e)(2) of Regulation S-K.
 2.

October 11, 2024
Page 2

Description of Capital Stock, page 83
3.Please reconcile your disclosure that the registrant has 210M shares authorized with
the provisions of the articles of incorporation that you filed as exhibit 3.1.  The
articles in the fourth clause on page 11 indicate that you have 100M common shares
and 10M preferred shares authorized.  If the articles have been amended, also file the
amendments as exhibits.  See the first two sentences of Item 601(b)(3)(i) of
Regulation S-K.
Exhibits
4.We note the form of employment agreement you filed as exhibit 10.1.  Once
you execute agreements with any of your executive officers, file such agreements and
describe the material terms of each such agreement in the prospectus.  See Item
601(b)(10)(ii)(A) of Regulation S-K.
5.Expand your discussion of executive compensation at page 80 to describe the
principal terms of the clawback policy you filed as exhibit 99.5 with the current filing.
General
6.We note your response to comment 1. In your response letter, you state that the the
Company respectfully submits that "Society Pass Inc. (“SOPA”) has given majority
voting power to Ms. Maynard due to her position as the Chairwoman of the Board and
represents SOPA’s interests." However, we note that Heather Maynard does not
appear to be an officer or director or appear to have any disclosed affiliation with
SOPA from its public filings. Accordingly, please revise your disclosure to discuss
how Ms. Maynard represents SOPA's interests, and any agreements or understanding
to that effect.  Disclose any related conflict of interest.  Additionally, while you have
not disclosed the date or consideration Ms. Maynard has paid for a controlling
interest, with such matters left blank on page 6, if such consideration will not reflect
the value of receiving a controlling interest, please clarify your disclosure as to why
SOPA and its controlling shareholder Dennis Nguyen have opted to give a controlling
interest in NusaTrip to Ms. Maynard.

            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 S. 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

August 30, 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
Amendment No. 3 to Draft Registration Statement on Form S-1
Submitted August 16, 2024
CIK No. 0002006468
Dear Tjin Patrick Soetanto:
            We have reviewed your amended 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.
Amendment No. 3 to Draft Registration Statement on Form S-1
Cover page
You disclose that upon the consummation of this offering, Heather Maynard will control
75,000 Shares of the Company’s Super Voting Preferred Stock, giving her a majority of
the aggregate voting power of the Company’s voting securities upon the consummation of
this offering. We note that such issuance to Ms. Maynard is still a blank to be completed
on page 6. We note that in a similar transaction, the Thoughtful Media Group Inc. Form
S-1 filed August 15, 2024 (333-281589), Ms. Maynard is also disclosed as owner
of 75,000 shares of Super Voting Preferred Stock, giving her approximately 82.4% of the
voting power of Thoughtful Media. Considering that both you and Thoughtful Media 1.

August 30, 2024
Page 2
Group appear to have common stock 100% owned by SOPA, please discuss why SOPA
has given majority voting power to Ms. Maynard. As part of your response, please discuss
any relationships, agreements, affiliations, or any understanding that Ms. Maynard has or
has had with SOPA, its officers and directors and/or its majority owner Dennis Nguyen.
In this regard, it appears that Ms. Maynard and Mr. Nguyen are partners in other business
dealings, such as in 2018, Ms. Maynard appears listed as the registered agent for the
Dennis Nguyen Family Foundation, a California business, and Mr. Nguyen appears listed
as a shareholder of H&D Mediterranean along with Ms. Maynard.
Risk Factors
We may have conflicts of interest with our Controlling Stockholders..., page 30
2.You disclose that your "Controlling Stockholders" will continue to be your Controlling
Stockholders immediately upon the completion of this offering and may have significant
influence in determining the outcome of any corporate actions or other matters that
require stockholder approval, such as mergers, consolidations, change of your name, and
amendments to your articles of incorporation. Your controlling shareholder appears to be
Heather Maynard. From her biographical sketch, she appears to lack business experience
in running or managing a public company or a travel agency or OTA. Please detail the
risk from having majority control in one person, including someone lacking experience in
managing a publicly listed company or travel agency or OTA.
Business, page 55
3.We note various graphical presentations and narrative disclosure attributed to third
parties, such as "Bain analysis," Phocuswright, or World Tourism Organization.  As
previously requested in comment 18 in our January 26, 2024 letter, please ensure that you
disclose the source of and the date of any third party data and make clear the disclosure
that is attributed to third parties. We note also data in a table on page 57 discloses it is
"up-to-date as of August 2022" and that a table on page 60 discloses that "2021-2024"
were "projected." Considering the passage of time, please provide more current
information to describe your industry.
Management, page 74
4.You disclose that Ms. Maynard will spend the majority of her time devoted to your
business upon the effectiveness of this IPO. Considering her role as the Executive
Chairwoman of Thoughtful Media and the majority owner of Thoughtful Media as well as
the CEO of H&D Mediterranean, please disclose how Ms. Maynard will split her time
among such entities.

August 30, 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 S. 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

July 29, 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
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted July 5, 2024
Correspondence Submitted July 17, 2024
CIK No. 0002006468
Dear Tjin Patrick Soetanto:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our
April 18, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form S-1
Relationship With and Separation From Society Pass, page 5
1.We note your revised disclosure in response to comment 5 that the Company and Society
Pass are not parties to any support agreement, tax sharing arrangement, registration rights
agreement or other written agreement. Please disclose the separation and
reorganization transactions that you have undertaken or will enter into with Society Pass
in order to transfer the assets and liabilities of its online travel agency business to you.

July 29, 2024
Page 2
Corporate Information, page 8
2.We note you indicated in your response letter dated March 29, 2024 that you will amend
the charts on pages 8 and 39 of the amendment in your next filing. However, the charts on
pages 8 and 39 only reflect future shareholdings of Society Pass Incorporated
("SOPA") after the offering. Please amend to show SOPA's shareholdings before the
offering. We reissue our prior comment.
Risk Factors
Conversion of the Convertible Notes, exercise of warrants, and issuance of incentive stock grants
shall have a dilutive effect..., page 34
3.Please revise to disclose here the discount at which your convertible shares will convert
into your common stock.
Management, page 76
4.Please revise the biographical sketch to clarify when SOPA hired Tjin Patrick Soetanto as
the Indonesian General Manager.  Also, revise the sketch to clarify when Albert Nicolas
became Chief Operating Officer.  Lastly, revise the sketch for Heather Maynard to
identify the name of the French real estate investment company she serves as CEO, and
clarify how much of her professional time she devotes to the registrant's business.

5.Please disclose when Nicole Washko, Michael Freed and Richard Hou became directors
of your company or if they are director nominees and will become directors upon
consummation of this offering.
Executive Compensation, page 80
6.Please disclose all compensation awarded to or earned by those individuals serving as
your executive officers and directors for your most recent fiscal year end. See Item 402 of
Regulation S-K.
Advances From/ To Related Parties, page 83
7.We note your response to prior comment 9.  Please provide corrected tabular headings to
reflect the intended periods covered.
Financial Statements
Note 3 Summary of Significant Financial Policies
Segment Reporting, page F-9
8.We note your response to comment 11.  Please provide the required disclosures related to
your identified reportable segments in the notes to your financial statements. Refer to
ASC 280-10-50-20 to 31. We reissue our prior comment in part.
Revenue Recognition, page F-11
We note your response to comment 16. You state that your Vietnam subsidiary reserves
certain air tickets "in lower price for peak period and sales to scattered customers based
on their order at a higher price to earn the margin." Please update your revenue
recognition policy for these types of transactions and clarify how the advance purchase of 9.

July 29, 2024
Page 3
these air tickets and recognition in inventory supports your accounting for these
transactions on a net basis. We reissue our prior comment in part.
10.We note your response to comment 14, indicating that online advertising revenue is
recognized “over time”. However, your response is in conflict with your statements on
pages 49 and F-11. "... Advertising revenues are recognized ratably over the fixed term of
the agreement as services are provided or upon relevant performance obligations being
fulfilled through the display of the advertisements..."  This statement implies that online
advertising revenue can also be recognized "at a point in time" upon relevant performance
obligations are being fulfilled.  Please reconcile these statements and revise your
disclosure, as necessary.
Recently Issued Accounting Pronouncements, page F-17
11.We note you have updated your disclosures to reflect newly issued accounting
pronouncements not yet adopted by your Company. Please also provide adoption of new
accounting pronouncements during the periods presented. We reissue our prior comment
in part.
Note 9 Shareholders Equity, page F-20
12.We note your response to comment 17. You indicated that as you have not issued any
Super Voting Preferred Stock yet, there is no impact in the financial statement and
capitalization table as at December 31, 2023. However, we note you disclose on pages 6
and 84 that you designated 50,000 shares of your preferred stock as Series X Super
Voting Preferred Stock on May 22, 2023. Please update your disclosure in Note 9 to
reflect such designation.
General
13.We note disclosure on your cover page that the selling stockholders may offer securities
registered hereunder directly or through agents or to or through underwriters or dealers,
and on page Alt-5 under "Plan of Distribution" that selling stockholders may use any
method permitted pursuant to applicable law when selling shares of your common
stock. Please confirm your understanding that the retention by a selling stockholder of
an underwriter would constitute a material change to your plan of distribution requiring
a post-effective amendment. Refer to your undertaking provided pursuant to Item
512(a)(1)(iii) of Regulation S-K.

July 29, 2024
Page 4
            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 S. 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

United States securities and exchange commission logo
April 18, 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
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted March 29, 2024
CIK No. 0002006468
Dear Tjin Patrick Soetanto:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our
January 26, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Cover Page
1.In response to prior comment 1, you provide an address in the U.S. but fail to name your
agent.  Please name your agent for service with a United States address.
2.Disclose that your Super Voting Preferred Stock is not convertible into common stock and
has no sunset provision, if true.

 FirstName LastNameTjin Patrick Soetanto
 Comapany NameNusaTrip Incorporated
 April 18, 2024 Page 2
 FirstName LastNameTjin Patrick Soetanto
NusaTrip Incorporated
April 18, 2024
Page 2
Prospectus Summary
Corporate Information, page 7
3.Please tell us whether the terms and issuance of the Super Voting Preferred Stock to
Raynauld Liang and Maroon Capital Limited will impact the conclusion that all operating
entities of the registrant are under common control by SOPA. In this regard we note you
indicate on the cover page that "...Upon the consummation of this offering, Raynauld
Liang...and Maroon Capital Limited... will each control 25,000 Shares of the Company’s
Super Voting Preferred Stock, giving them a majority of the aggregate voting power of the
Company’s voting securities upon the consummation of this offering." We reissue prior
comment 11 in part.
Our historical financial information may not be representative of the results we would have
achieved..., page 27
4.We note your response to prior comment 31, which explains why an allocation of shared
costs incurred by Society Pass is not required.  However, your response is in conflict with
the following statement in your risk factor disclosure on page 27:  "The costs and
expenses reflected in our historical financial information include an allocation for certain
corporate functions historically provided by Society Pass, that may be different from the
comparable expenses that we would have incurred had we operated as a stand-alone
company."  Please reconcile these statements and revise your disclosure, as necessary.
Corporate History and Structure, page 37
5.In response to comment 6 you revised to disclose that the Board of Directors of Society
Pass will approve a plan to separate your company from Society Pass, to be achieved by
"the authorization and issuance of up to [*] shares of our Common Stock in connection
with this offering." As part of this separation, please disclose the separation and
reorganization transactions that you will enter into with Society Pass in order to transfer
the assets and liabilities of its online travel agency business to you, and disclose all
related party agreements that detail the contractual obligations and responsibilities of you
and Society Pass that you intend to enter into prior to or contemporaneously with the
completion of this offering.
Consolidated Results of Operations, page 39
6.We note revenues from hotel technology platform software service decreased in fiscal
year 2023 as compared to fiscal year 2022.  However, the cost of revenues associated with
these services increased in fiscal year 2023.  Please expand your disclosures to explain the
reasons for the inconsistent movement in balances between fiscal periods.
7.We note you included sales and withholding tax in your general and administrative
expenses. Please clarify revenue type related to this sales tax, the nature of the
withholding tax and the basis of including these taxes in general and

 FirstName LastNameTjin Patrick Soetanto
 Comapany NameNusaTrip Incorporated
 April 18, 2024 Page 3
 FirstName LastNameTjin Patrick Soetanto
NusaTrip Incorporated
April 18, 2024
Page 3
administrative expenses. Explain the reason for recording a provision and why it was
reversed during fiscal year 2023.
Prospectus Summary
Corporate Information, page 72
8.We refer you to prior comment 20.  Ensure that your disclosure is consistent and tailored
to your company and its operations.  For example, you continue to show multiple
"impending acquisitions" at page 73, despite stating at page 1: "As of the date of this
prospectus, we have no current mergers or acquisitions pending or contemplated."
Certain Relationships and Related-Party Transactions
Advances From/ To Related Parties, page 83
9.We note your disclosure provided in response to comment 25 in terms of the amount due
to/from related parties at your most recent fiscal year ends. Please revise to also disclose
the amounts due to/from related parties as of the latest practicable date. See Item
404(a)(5) of Regulation S-K.
Report of the Independent Registered Public Accounting Firm, page F-2
10.We note the audit report issued by Onestop Assurance PAC for your fiscal year ended
December 31, 2023 is dated March 26, 2023. Please ask your auditor to resubmit the audit
report with a corrected date.
Financial Statements
Note 3 Summary of Significant Accounting Policies, page F-8
11.Please provide segment information in your footnotes as required by ASC 280-10-50 or
tell us why you believe that you are not subject to this accounting standard.
12.We note that you recognized online advertising revenue on a gross basis. Please tell us
how you record expenses related to this type of revenue and why no costs of revenues
have been incurred to date.
Revenue Recognition, page F-11
13.We note your response to prior comment 34. Please clarify if you record revenue for your
ancillary services on a gross or net basis. We reissue prior comment 34 in part. Refer to
ASC 606-10-55-36 through 55-40.
14.We note your online advertising services are recognized on a gross basis at a "point in
time". However, you also indicate that advertising revenues are "...recognized ratably over
the fixed term of the agreement as services are provided or upon relevant performance
obligations being fulfilled through the display of the advertisement..." Please clarify
timing of your revenue recognition for your online advertising services. We reissue prior
comment 36 in part.

 FirstName LastNameTjin Patrick Soetanto
 Comapany NameNusaTrip Incorporated
 April 18, 2024 Page 4
 FirstName LastNameTjin Patrick Soetanto
NusaTrip Incorporated
April 18, 2024
Page 4
Recently Issued Accounting Pronouncements, page F-17
15.Please update these disclosures, as appropriate, to reflect the adoption of new accounting
pronouncements and the identification of newly issued accounting pronouncements not
yet adopted.
Note 4 Inventories, page F-18
16.We note your response to comment 38.  You state that revenues from air tickets are
recorded at a point in time when the traveler books the air transaction and that you are not
subject to inventory risk associated with these transactions.  Therefore, it remains unclear
why air tickets are purchased in advance and held in inventory.  Please explain the process
under which air ticketing results in amounts held in inventory, the time period that tickets
are held in inventory before recognized as revenue and how this process supports your
accounting for these transactions on a net basis.
Note 9 Shareholders' Equity, page F-20
17.We note disclosures elsewhere in your filing regarding the designation of Super Voting
Preferred Stock on May 22, 2023.  Please update your footnote discussion here to reflect
such designation with the nature and terms of preferred stock, as well as your financial
statements (including statements of changes in shareholders' equity) and capitalization
table.
Note 10 Income Taxes, page F-21
18.Please clarify why you have not provided a full valuation allowance against your deferred
tax assets of PTTSM even though management believes it is more likely than not that
these assets will not be realized in the future. We reissue prior comment 40 in part.
General
19.We reissue prior comment 42.  Please list or define the countries of the Southeast
geographic region, for which you provide the acronym "SEA."
            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 S. 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

 FirstName LastNameTjin Patrick Soetanto
 Comapany NameNusaTrip Incorporated
 April 18, 2024 Page 5
 FirstName LastName
Tjin Patrick Soetanto
NusaTrip Incorporated
April 18, 2024
Page 5
cc:       Ted Paraskevas, Esq., of Loeb & Loeb LLP

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).

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 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

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 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.

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 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";

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 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.

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 January 26, 2024 Page 6
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NusaTrip Incorporated
January 26, 2024
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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.

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