As filed with the U.S. Securities and Exchange Commission on January 15, 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)

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:

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.

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

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:

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, 2025

NUSATRIP INCORPORATED
2,700,000 Shares of Common Stock

This is the initial public offering of up to 2,700,000 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% of the voting power of the Company’s outstanding voting securities.

(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. 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”). 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 405,000 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 securities to purchasers in the offering on or about [  ], 2025.

Until and including [*], 2025 (twenty-five (25) days after the date of this prospectus), all dealers that buy, sell or trade our Common Stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

The date of this prospectus is [  ], 2025

TABLE OF CONTENTS

We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, shares of our Common Stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our Common Stock. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our securities and the distribution of this prospectus outside of the United States.

Copies of some of the documents referred to herein have been filed as exhibits to the registration statement of which this prospectus forms a part, and you may obtain copies of those documents as described in this prospectus under the heading “Where You Can Find More Information.”

Unless the context indicates otherwise, as used in this prospectus, “we,” “us,” “our,” “the Company,” “NusaTrip,” means NusaTrip Incorporated, a Nevada corporation.

Conventions That Apply to This Prospectus

Unless we indicate otherwise, all information in this prospectus assumes no exercise by the underwriters of their option to purchase up to 405,000 shares of Common Stock from us.

Except where the context otherwise requires and for purposes of this prospectus only:

Our reporting currency is U.S. dollars and most of our revenue is denominated in U.S. dollars. This prospectus contains translations of Vietnamese Dong, Indonesian Rupiah, Singapore Dollars and Malaysia Ringgit into U.S. dollars solely for the convenience of the reader. The conversion of Vietnamese Dong, Indonesian Rupiah, Singapore Dollars and Malaysia Ringgit into U.S. dollars is based on the exchange rates set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System. Unless otherwise noted, all translations from Vietnamese Dong, Indonesian Rupiah, Singapore Dollars or Malaysia Ringgit to U.S. dollars and from U.S. dollars to Vietnamese Dong, Indonesian Rupiah, Singapore Dollars and Malaysia Ringgit in this prospectus were made at the rates of 0.000040, 0.000063, 0.747625 and 0.215917 respectively, to US$1.00, the noon buying rate in effect as of September 30, 2024.

This prospectus may contain additional trademarks, service marks and trade names of others. Such trademarks, service marks and trade names are the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other person.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Such forward-looking statements include, among others, those statements including the words “believes”, “anticipates”, “expects”, “intends”, “estimates”, “plans” and words of similar import. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Forward-looking statements are based on our current expectations and assumptions regarding our business, potential target businesses, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance. You should understand that many important factors, in addition to those discussed in this prospectus, could cause our results to differ materially from those expressed in the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include changes in local, regional, national, or global political, economic, business, competitive, market (supply and demand) and regulatory conditions identified under Risk Factors:

Other sections of this prospectus describe additional risk factors that could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time, and it is not possible for our management to predict all risk factors and uncertainties, nor are we able to assess the impact of all of these risk factors on our business or the extent to which any risk factor, or combination of risk factors, may cause actual results to differ materially from those contained in any forward-looking statements. These risks and others described under the section “Risk Factors” above are not exhaustive.

Given these uncertainties, readers of this registration statement on Form S-1 are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

MARKET DATA

The Company uses market data throughout this prospectus. The Company has obtained certain market data from publicly available information and industry publications. These sources generally state that the information they provide has been obtained from sources believed to be reliable, but the accuracy and completeness of the information are not guaranteed. The forecasts and projections are based on industry surveys and the preparers’ experience in the industry, and there is no assurance that any of the projections or forecasts will be achieved. The Company believes that the surveys and market research others have performed are reliable, but the Company has not independently verified this information.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus and may not contain all of the information that you should consider before investing in the shares. You are urged to read this prospectus in its entirety, including the information under “Risk Factors” and our financial statements and related notes included elsewhere in this Prospectus.

Unless the context indicates otherwise, as used in this prospectus, “we,” “us,” “our,” “the Company,” “NusaTrip,” or “NT,” means, Inc., a Nevada corporation.

Our Mission Statement

NusaTrip’s mission is to become the Premier Travel Hub in Southeast Asia.

Overview

Established in 2015 and headquartered in Jakarta, Indonesia, NusaTrip is a travel ecosystem with geographical specialization in Southeast Asia (SEA) and Asia-Pacific (APAC). NusaTrip is an acquisitions-focused company. Mergers and acquisitions (M&A) of offline travel agencies play a pivotal role in our growth strategy. We have demonstrated an ability to execute accretive and synergistic acquisitions as well as integrate and fundamentally improve our acquired businesses. We have completed acquisitions of VLeisure and VIT, both travel companies in Vietnam. We will continue to focus on the acquisition of other synergistic companies, and we are currently looking to acquire travel agencies operating in PRC, Hong Kong, Philippines, Thailand, Singapore, Malaysia, India, and UAE. As of the date of this prospectus, we have no current mergers or acquisitions pending or contemplated. We aim to bring travelers from the rest of the world to SEA and APAC (inbound travel) and bring travelers from SEA and APAC to the rest world (outbound travel).

In August 2022, NusaTrip officially joined the Society Pass Inc. (Nasdaq: SOPA) ecosystem when SOPA acquired 75% of the outstanding capital stock of Nusatrip International Pte Ltd. and also purchased all of the outstanding capital stock of PT Tunas Sukses Mandiri, a company existing under the law of the Republic of Indonesia. Both of the acquired companies engage in online ticketing and reservation services. In May 2023, SOPA incorporated Nusa Trip Incorporated and SOPA transferred its ownership of the acquired companies to NusaTrip Incorporated.

We are the first Indonesian-based online travel agent (OTA) in Indonesia to receive International Air Transport Association (IATA) accreditation. IATA gives OTA’s access to all airline fares and inventories. For being the first IATA-accredited OTA in Indonesia, we have first-hand fares from both full-service and low-cost carriers. This also gives us access to global distribution channels from the Meta Searches (Kayak and SkyScanner) where newly established OTA will have only regional access for distribution. In addition, as a member of ASITA — Association of the Indonesia Tours and Travel Agencies, our mission is to become the Premier Travel Hub in SEA. We believe travel brings different and disparate cultures and people together. In short, travel brings humanity closer together. NusaTrip contributes to the revitalization of the regional and global travel and tourism industry by enabling and promoting social network-based entrepreneurship and cross collaboration. And we promote SEA and APAC to travelers both regionally and globally through our NusaTrip and VLeisure websites, NusaTrip mobile application and NusaTrip social media channels, including Instagram, Facebook, TikTok, LinkedIn, Twitter and YouTube. As of September 30, 2024, we employ more than 65 staff members, all of which are based in our offices in Jakarta, Vietnam and Singapore. Previously, we employed more than 100 staff members, however, we decreased our staff members due to the successful completion of the supplier API integration and system feature upgrades. As a result, this has led to a reduction in the number of employees, particularly in the technology department at the Jakarta office.

Since we began operations more than a decade ago as one of the first OTAs in SEA, NusaTrip has revolutionized travel in SEA and APAC by allowing our corporate and retail customers to manage their own travel plans. NusaTrip offers world-class quality products, services and experiences for customers, clients, affiliates and business partners. Our marketing and technology platform empowers the 680 million people of SEA to more efficiently research, plan, book and experience travel for themselves and serves an extensive portfolio of airline, hotel and other travel brands. NusaTrip has onboarded over 1.3 million registered users, over 500 airlines and over 650,000 hotels around the world as well as connected with over 80 million unique visitors. In addition, our NusaTrip mobile application has been downloaded more than 1 million times. Previously, airlines and hotels in SEA had to engage with multiple players and potential partners in each market. However, now they can rely on NusaTrip as their single partner, offering a comprehensive solution for market entry across SEA’s diverse markets. We seamlessly integrate both offline and online sales channels such as through website, customer support, and corporate operations, to ensure consistent distribution and maintain complete control over the customer experience. For end consumers, our online travel agency platform significantly enhances the customer experience for a user-friendly platform with competitive prices. We prioritize consumer protection, ensuring bookings are made securely, and seamlessly served until the activity and post-activity date. Our airline and hotel partners suppliers distribute and market products via our desktop and mobile offerings, as well as through alternative distribution channels, our business partnerships and our call centers in order to reach our extensive regional audience.

The Opportunity

The travel market in SEA offers a great opportunity for investors and entrepreneurs who want to tap into the growing demand for travel and lifestyle services in the region. We expect that continued strong economic expansion, robust population growth, rising levels of consumerism and urbanization and the increasing rate of adoption of mobile and Internet technology provide abundant market opportunities for our Company in SEA:

Despite the lingering effects to the global economy due to Covid-19, SEA’s economic growth compares favorably to that of the developed world, reaching 4.6% growth rate in 2023 as opposed to 0.9% and 1.0% for both the European Union (“EU”) and the US, respectively. As of 2023, SEA’s combined gross domestic product (“GDP”) reached US$3.8 trillion. In comparison, the respective GDP for both the European Union (“EU”) and the US totaled US$25.8 trillion and US$36.6 trillion in 2023.⁴ SEA has experienced rapid economic growth rates in recent years, far exceeding growth in major world economies such as Japan, the EU and the US. The combined GDP of ASEAN Member States (AMS) was USD 3.8 trillion in 2023, making it the world’s fifth-largest economy. Projections indicate that by 2030, AMS are poised to ascend to the position of the world’s fourth-largest economy. In 2023, ASEAN achieved 4.1% economic growth, with a trajectory expected to persist, underpinned by robust foundational elements. Anticipated regional growth rates are set to surpass the estimated global averages, with a projected increase to over 4.6% in 2024 and 4.7% in 2025.⁵

¹ See ASEAN Briefing (2024). Australia Commits New Investments to Strengthen Ties with Southeast Asia.

² See Worldometer (2024). South-Eastern Asia Population.

³ See Google, Temasek and Bain & Company (2024). e-Conomy SEA 2024.

⁴ See International Monetary Fund World Economic Outlook (October - 2024).

⁵ See ASEAN (2024). ASEAN Matters: Epicentrum Of Growth.

A large and growing population is expected to lead to greater spending on lifestyle, education and housing, while demand will increase for health and aged care services. SEA continues to enjoy robust population growth. The United Nations Population Division estimates that the population of the SEA countries in 2000 was approximately 527 million people growing to 695 million in 2024.⁶ This population growth is driving rising levels of urbanization. Mirroring the demographic trends in China more than three decades ago, SEA is undergoing rapid urbanization with urban population percentage increasing from 31.7% in 1990 to 52.2% in 2024 according to NASA/ADS. And it is projected to grow to 62.1% of the total population by 2040.⁷

OTA Business Model in SEA

The current OTA business model in SEA typically involves acting as intermediaries between travelers and various travel service providers such as airlines and hotels. OTAs offer a one-stop platform where travelers can search, compare, and book flights, hotels, car rentals, and other travel-related services. These platforms earn revenue through commissions, service fees, and advertising partnerships. OTAs negotiate agreements with airlines, hotels, and other travel suppliers to access their inventory and offer competitive prices to customers. Additionally, some OTAs in SEA have expanded their services to include holiday packages, tours, and activities to provide a comprehensive travel experience. OTAs leverage technology, digital marketing, and customer data to attract users, enhance user experience, and drive bookings. They often invest in and partners with third party mobile apps and user-friendly interfaces, especially payment apps, to cater to the growing mobile-savvy population in the region. Furthermore, OTAs in SEA may also partner with banks, restaurants, malls, stores, car rental companies, airlines, hotels and other companies to offer exclusive promotions, loyalty programs, and additional value-added services to customers.

OTAs face several challenges in the current landscape. One of the key issues is intense competition within the OTA industry, with numerous players vying for market share. For example, three major OTAs operate in Indonesia: Traveloka, Tiket.com, and NusaTrip. This competition creates downward pressure on profit margins and requires continuous innovation and differentiation to stand out. Another challenge is the growing influence of direct bookings by suppliers, such as airlines and hotels, who aim to reduce dependency on OTAs and establish direct customer relationships. This shift poses a threat to OTA revenue streams and requires OTAs to offer unique value propositions to remain relevant. Generally, it means that OTA must navigate complex and ever-changing regulations and legal frameworks across different countries, which can affect their operations and expansion plans. The OTA industry is also susceptible to external factors like economic downturns, political instability, and natural disasters that can disrupt travel demand and impact revenues. Meanwhile, customer expectations are constantly evolving, and OTAs must continuously enhance their technology, user experience, and personalized offerings to meet these demands. Finally, issues related to data privacy and security are of utmost importance, as OTAs handle sensitive customer information, and any breaches can erode customer trust. This means that OTAs must adapt to these challenges by leveraging technology, fostering strategic partnerships, delivering exceptional customer experiences, and staying ahead of market trends to thrive in the dynamic travel industry.

⁶ See ASEAN (2024). ASEAN Matters: Epicentrum Of Growth.

⁷ See Worldometer (2024). South-Eastern Asia Population.

Our Business Model

To overcome the problems of a typical OTA in SEA, NusaTrip works closely with global distribution system (“GDS”) partners, conducts market research, seeks strategic alignment with local travel agencies that have market presence and expertise, adapts to local culture, integrates compatible technologies, leverages branding and marketing expertise, prioritizes customer-centric approaches, fosters collaboration and synergy, and ensures compliance with regulations. By working with our GDS suppliers, we source inventory from multiple countries, consolidators and airlines to find the cheapest fares for our corporate and retail customers. In addition, we continuously upgrade our technology platform to meet the challenges of data privacy head on. Because we have been financially supported by our Nasdaq-listed parent company, SOPA, NusaTrip historically has had the financial backing to continuously re-invest in our marketing and technology platforms. After the IPO, we expect to obtain any funds needed in excess of the amounts generated by our operating activities, and/or through the capital markets or bank financing, and not from Society Pass.

The NusaTrip revenue model is four-fold: the agency model, the merchant model, the advertising model and hotel technology software services.

Marketing and Brand Positioning

The NusaTrip overall marketing strategy focuses on our continued ability to increase the number of airline and hotel bookings flowing through our NusaTrip and VLeisure marketing platforms:

Financial Highlights

For the nine months   ended September 30, 2024, we had revenues of $887,711 and a net loss of $487,956. See “Summary Consolidated Financial Data” and “Index to Consolidated Financial Statements.”

As shown in our financial statements, the Company has suffered from working capital deficit of $6,164,541 and shareholders’ accumulated deficit of $5,881,693 as of September 30, 2024, that, in the view of our auditor, raise substantial doubt about our ability to continue as a going concern. See “Index to Consolidated Financial Statements.” Management’s plans regarding these matters are also described in Note 2 to our consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Voting and Other Rights of Common Stock and Super Voting Preferred Stock

Common Stock

As of the date of this prospectus, there are 14,000,000 shares of our Common Stock outstanding.

The holders of our Common Stock are entitled to the following rights:

Voting Rights. Each share of our Common Stock entitles its holder to one vote per share on all matters to be voted or consented upon by the stockholders. Holders of our Common Stock are not entitled to cumulative voting rights with respect to the election of directors.

Other Rights. The holders of our Common Stock have no subscription, redemption or conversion privileges. Our Common Stock does not entitle its holders to pre-emptive rights. All of the outstanding shares of our Common Stock are fully paid and non-assessable. The rights, preferences and privileges of the holders of our Common Stock are subject to the rights of the holders of shares of any series of preferred stock which we may issue in the future.

Super Voting Preferred Stock

On May 22, 2023, we designated 50,000 shares of our preferred stock as Super Voting Preferred Stock. On June 21, 2024, we designated an additional 25,000 shares of our preferred stock as Super Voting Preferred Stock.

On September 3, 2024, we have issued 75,000 shares of the Company’s Super Voting Preferred Stock to Heather Maynard. On October 14, 2024, in order to facilitate our IPO process, Heather Maynard disclaimed all interests in the 75,000 shares of Super Voting Preferred Stock voluntarily and without any consideration, which the Super Voting Preferred Stock subsequently are held in the treasury. We will not be issuing any shares of the Super Voting Preferred Stock prior to the consummation of this offering. We may issue shares of the Super Voting Preferred Stock from time to time after we consummate this offering.

The following is a summary of the material terms of our Super Voting Preferred Stock.

Voting Rights. Each share of our Super Voting Preferred Stock entitles its holder to 1,000 votes per share and votes with our Common Stock as a single class on all matters to be voted or consented upon by the stockholders.

Other Rights. The holders of our Super Voting Preferred Stock are not entitled to any dividend rights. The holders of the Super Voting Preferred Stock are not entitled to any liquidation preference or subject to any redemption rights. The shares of our Super Voting Preferred Stock are not convertible into shares of our Common Stock, and are not subject to any sunset or other termination provisions.

Convertible Notes

On October 18, 2024, the Company completed three private placements of an aggregate of $1,600,002 principal amount of Convertible Notes, each subscription amount of a convertible note is US$533,334. Pursuant to the amendments to the securities purchase agreement for Convertible Notes dated November 13, 2024, entered by the Company and the investors, the Convertible Notes shall automatically convert into shares of our common stock upon the effectiveness of the registration statement at the conversion price of $1.50 per share. The Convertible Notes mature six months after issuance, on which date the full principal amount and interest thereon will be due and payable in full. The Convertible Notes automatically convert into an aggregate of 1,066,668 shares of Common Stock upon the effectiveness of the registration statement.

Relationship With and Separation From Society Pass

On June 3, 2024, the Company authorized the issuance of up to an additional 7,999,000 shares of Common Stock, comprised of (i) 2,700,000 shares to be issued to the Underwriters upon the consummation of this offering (ii) up to an additional 405,000 shares to be issued to the Underwriters upon their over-allotment option, if and to the extent such option is exercised. On September 2, 2024, the Company issued 6,000,000 to Society Pass for an aggregate price of $600. As of the date of this prospectus, Society Pass will retain its current ownership of 14,000,000 shares of Common Stock.

On September 30, 2023, Society Pass, Heather Maynard, and the Company entered into an employment agreement. Pursuant to the employment agreement, Heather Maynard has agreed to serve as the chairwoman of the board of the Company, representing Society Pass on the board of the Company. In consideration of Ms. Maynard’s services, the Company has agreed to pay her the amount of EUR 120,000 (approximately $130,492) per year. Ms. Maynard may terminate the agreement upon giving the Company thirty days’ prior written notice, and the Company may terminate the agreement if Ms. Maynard resigns from the board or is not elected to the Company’s board at its annual meeting. Dennis Nguyen, founder and then-Chief Executive Officer of Society Pass, owns 20% equity interest in H&D Mediterranean, in which Ms. Maynard owns 80% equity interest. H&D Mediterranean is in the business of real estate investing and management in France. Ms. Maynard was previously be the registered agent for the Dennis Nguyen Family Foundation, a California nonprofit corporation, from 2015 to 2018. Ms. Maynard has also been the chairwoman of the board of directors of Thoughtful Media Group Incorporated, a wholly-owned subsidiary of Society Pass, since October 2023, representing Society Pass on the board of directors of Thoughtful Media Group Incorporated. Further, on September 30, 2023, Society Pass, Heather Maynard, and Thoughtful Media Group Incorporated, also entered into an employment agreement. Pursuant to the employment agreement, Heather Maynard has agreed to serve as the chairwoman of the board of the Company, representing Society Pass on the board of the Company. In consideration of Ms. Maynard’s services, the Company has agreed to pay her the amount of EUR 120,000 (approximately $130,492) per year. Ms. Maynard may terminate the agreement upon giving the Company thirty days’ prior written notice, and the Company may terminate the agreement if Ms. Maynard resigns from the board or is not elected to the Company’s board at its annual meeting. Other than the rights and obligations set forth in the employment agreement and the business interest in H&D Mediterranean, Ms. Maynard does not have any other relationships (including family relationship), agreements, affiliations, or any understanding that Ms. Maynard has or has had with Society Pass, its officers and directors and/or its majority owner Dennis Nguyen.

As of the date of this prospectus, Society Pass was the 100% owner of the Company. As of the consummation of this offering, after the conversion of the Convertible Notes into shares of Common Stock and assuming no exercise of the over-allotment option, Society Pass will continue to own 14,000,000 shares of Common Stock.

Prior to the consummation of this offering, the Company has been operating as a separate company from Society Pass with its own management and operations staff. The Company has, prior to the consummation of the IPO, relying on loans from Society Pass to fund its expansion and operation. The Company has not and will not pay any dividends to Society Pass or transfer any assets in connection with the separation of the two companies. After the consummation of the IPO, the Company shall repay outstanding loans made by Society Pass in the aggregate amount of $1,046,393 and $927,266, based on record as of September 30, 2024 and December 31, 2023, respectively. 

Our corporate structure after giving effect to this offering shall be as follows:

* “Other Stockholders” are comprised of the holders of Common Stock to be issued upon the conversion of the Convertible Notes, and the holders of Common Stock offered in this Offering.

The foregoing chart assumes no exercise by the underwriters of their over-allotment option. Of the “Other Stockholders,” the holders of Common Stock to be issued upon the conversion of the Convertible Notes would own an aggregate of 6.0%, and the holders of Common Stock offered in this Offering would own an aggregate of 15.2%, of the outstanding Common Stock.

The subsidiaries shown in the foregoing chart are currently owned by the Company, and the ownership of each such subsidiary shall not change upon or as a result of the consummation of this offering.

As of the consummation of this offering, directors of the Company, Vincent Puccio and Michael Freed will also will be director of Society Pass. These overlapping relationships could present potential conflicts of interest. For more details, refer to “Risk Factors - We may have conflicts of interest with our Controlling Stockholder and, because of our Controlling Stockholder’s controlling ownership interest in our Company, we may not be able to resolve such conflicts on terms favorable to us.”

As of the date of this prospectus, the Company and Society Pass are not parties to any support agreement, tax sharing arrangement, registration rights agreement or other written agreement. As of the consummation of this offering, the Company and Society Pass will not be parties to any support agreement, tax sharing arrangement, registration rights agreement or other written agreement.

Impact of the COVID-19 Pandemic and other Global Events

The full impact of the COVID-19 pandemic on our business, financial condition and results of operations remains unpredictable due to the evolving nature of the COVID-19 pandemic and the extent of its impact across industries and geographies and numerous other uncertainties. For example, we cannot predict the duration and spread of the outbreak of new variants of the virus, additional actions that may be taken by governmental entities, or the impact the pandemic may have on the ability of us, our customers, our suppliers, our manufacturers, and our other business partners to conduct business. To date, COVID-19 has led to the implementation of various responses, including government-imposed quarantines, business closures, travel restrictions, and other public health safety measures. The extent to which the COVID-19 pandemic impacts our business will depend on future developments, which are highly uncertain and cannot be predicted at this time,

The spread of COVID-19 caused us to modify our business practices, including employee travel, employee work locations in certain cases, and cancellation of physical participation in certain meetings, events and conferences and further actions may be taken as required or recommended by government authorities or as we determine are in the best interests of our employees, customers, and other business partners. Our business operations were back to normal in year after the waning of the COVID-19 threat. We are monitoring the global outbreak of the pandemic, in SEA, especially Vietnam and are taking steps in an effort to identify and mitigate the adverse impacts on, and risks to, our business posed by its spread and the governmental and community reactions thereto. COVID-19 has not had any impact on our results of operations or our financial condition.

The Russian-Ukraine war and the supply chain disruption have not affected any specific segment of our business.

Corporate Information

NusaTrip’s principal office in the U.S. is located at 701 S. Carson Street, Suite 200, Carson City, NV 89701.

The Company’s headquarters are located at 28F AIA Central, Jl. Jend. Sudirman No.Kav. 48A, RT.5/RW.4, Karet, Semanggi, Kota Jakarta Selatan, Daerah Khusus Ibukota Jakarta 12930, Indonesia.

The website for our travel tech and online travel agency website platform is www.nusatrip.com.

The information included on our websites are not part of this prospectus.

The following is our corporate structure prior to giving effect to this offering:

Upon the consummation of this offering, Society Pass Incorporated will control 78.8% of the voting power of the Company’s outstanding voting securities. The following is our corporate structure after giving effect to this offering:

Summary of Risk Factors

In addition to the other information contained in this prospectus, including the matters addressed under the heading “Cautionary Note Regarding Forward-Looking Statements,” you should carefully consider all of the risks and uncertainties described in the section of this prospectus captioned “Risk Factors.” These risks include, but are not limited to, the following:

Risks Related to Our Financial Condition

Risks Related to Doing Business in the Southeast Asia Region

Risks Related to Our Business

Risks Related to Our Intellectual Property

Risks Related to Our Ownership Structure

Risks Related to Owning Our Common Stock and This Offering

THE OFFERING

The number of shares of our Common Stock outstanding prior to this offering, as set forth in the table above, is based on the shares outstanding as of 14,000,000. 

CONTROLLED COMPANY EXEMPTION

Upon the consummation of this offering, Society Pass Incorporated will control 78.8% of the voting power of the Company’s outstanding voting securities, assuming that the underwriters of this offering do not exercise their option to purchase additional Common Stock. As a result, the Company will be a “controlled company” within the meaning of NASDAQ rules, and the Company may qualify for and rely on exemptions from certain corporate governance requirements. Under NASDAQ corporate governance standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements to:

 have a board that includes a majority of “independent directors,” as defined under NASDAQ rules;

 have a compensation committee of the board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

 have independent director oversight of director nominations.

The Company does not intend to rely on these exemptions as of the consummation of this offering. The Company may elect to rely on one or more of these exemptions and it will be entitled to do so for as long as the Company is considered a “controlled company,” and to the extent it relies on one or more of these exemptions, holders of our Common Stock will not have the same protections afforded to stockholders of companies that are subject to all of the NASDAQ corporate governance requirements.

In addition, upon the consummation of this offering, Society Pass Incorporated will control 78.8% of the voting power of the Company’s outstanding voting securities. 

IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY

As a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, or JOBS Act, enacted in April 2012, and may take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:

● being permitted to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations in our filings with the SEC;

● not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting;

● reduced disclosure obligations regarding executive compensation in periodic reports, proxy statements and registration statements; and

● exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the date of the first sale of our Common Stock pursuant to this offering. However, if certain events occur before the end of such five-year period, including if we become a “large accelerated filer,” our annual gross revenues exceed $1.235 billion or we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company before the end of such five-year period.

In addition, Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. We have elected to take advantage of the extended transition period for complying with new or revised accounting standards and acknowledge such election is irrevocable pursuant to Section 107 of the JOBS Act.

RISK FACTORS

An investment in our Common Stock involves a high degree of risk. You should carefully consider the risks described below together with all of the other information included in this prospectus before making an investment decision with regard to our Common Stock. The statements contained herein that are not historical facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition, or results of operations could be harmed. In that case, you may lose all or part of your investment. In addition to the other information provided in this prospectus, you should carefully consider the following risk factors in evaluating our business before purchasing our Common Stock. Although it is not possible to identify or predict all of the risks and uncertainties we face, we believe the discussion below includes all of the risks that are material to our business.

Risks Related to Our Financial Condition

We have a limited operating history as a Group on which you can evaluate our business and prospects.

We have a limited operating history on which you can evaluate our business and our prospects. Although our company has existed since 2015, we have only operated as a subsidiary of Society Pass since August, 2022. The likelihood of success of our business plan must be considered in light of the risks, difficulties, complications and delays frequently encountered in connection with developing and expanding businesses and the competitive environment in which we operate.

Potential investors should carefully consider the risks and uncertainties that a group with a limited operating history will face. In particular, potential investors should consider that we cannot assure you that we will be able to, among other things:

If we cannot successfully execute any one of the foregoing, our business may not succeed and your investment will be adversely affected.

We have not generated substantial revenues under our businesses, which makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance.

For the period ended September 30, 2024, the majority of our revenues were derived from the historical airfare business. We have made acquisitions in Vietnam to expand our business geographically and by adding additional hotel booking commission revenues. Because of the related uncertainties, we may be hindered in our ability to anticipate and timely adapt to increases or decreases in sales, revenues, or expenses. If we make poor budgetary decisions as a result of unreliable data, if our business model does not continue to be accepted by the market or if we are not able to expand our business, we may never become profitable and may continue to incur losses, which may result in a decline in our stock price.

We have incurred operating losses in the past, and we may not be able to generate sufficient revenue to be profitable, or to generate positive cash flow on a sustained basis. In addition, our revenue growth rate may decline.

We have incurred operating losses in the past. We recorded a net loss of $487,956 for the nine months ended September 30, 2024. Although we recorded a net income of $79,912 in 2023, we have incurred operating losses in prior years. We cannot guarantee that we will generate sufficient revenue to offset our operating costs. If we cannot successfully earn revenue at a rate that exceeds the operational costs associated with our service, we will not be able to achieve or sustain profitability or generate positive cash flow on a sustained basis.

Additionally, we also expect our costs to increase in future periods, which could negatively affect our future operating results and ability to achieve profitability. We expect to continue to expend substantial financial and other resources on:

These investments may not result in increased revenue or growth in our business. If we fail to continue to grow our revenue and overall business, our business, operating results, and financial condition would be harmed.

If we are unable to generate significant revenue or secure additional financing, we may be unable to implement our business plan and grow our business.

We have incurred operating losses in 2022 but operating income in 2023. We believe the proceeds from our private offering, together with our existing cash, will enable us to fund our operations for at least 12 months from the date of this prospectus. We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we expect.

There is uncertainty regarding our ability to grow our business without additional financing. We have no agreements, commitments, or understandings to secure additional financing at this time. Our long-term future growth and success are dependent upon our ability to continue selling our services, generate cash from operating activities and obtain additional financing. We may be unable to continue selling our products and services, generate sufficient cash from operations, sell additional shares of Common Stock or borrow additional funds. Our inability to obtain additional cash could have a material adverse effect on our ability to grow our business to a greater extent than we can with our existing financial resources.

We may require additional capital to support our business and objectives, and this capital might not be available on acceptable terms, if at all.

We intend to continue to make investments to support our business and will require additional funds to respond to business challenges, including the need to develop new features or enhance our existing services, expand into additional markets or acquire complementary businesses and technologies. Accordingly, we may in the future engage in equity and debt financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our stockholders, including investors in this offering, could suffer significant dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our Common Stock. Any debt financing we secure in the future could also contain restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business, acquire or retain users, and to respond to business challenges could be significantly impaired, and our business may be harmed.

Risks Related to Doing Business in the Southeast Asia Region

Our revenue and net income may be materially and adversely affected by any economic slowdown in any regions of SEA as well as globally. Changes in the economic, political or social conditions or government policies in SEA could have a material adverse effect on our business and operations.

The success of our business ultimately depends on general economic conditions. Substantially all of our assets and operations are located in SEA. We will derive substantially all of our revenue from SEA and therefore we will be exposed to general economic conditions that affect consumer confidence, consumer spending, consumer discretionary income or changes in consumer purchasing habits. As a result, our business, financial condition and results of operations may be influenced to a significant degree by political, economic and social conditions in SEA and globally, as well as economic conditions specific to financial services.

While the SEA economy, as a whole, has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy. Any adverse changes in economic conditions in SEA, or in the policies of the governments or of the laws and regulations in each respective market, could have a material adverse effect on the overall economic growth of SEA. Such developments could adversely affect our business and operating results, lead to reduction in demand for our content and services and adversely affect our competitive position. Economic growth in SEA has experienced a mild moderation in recent years, partially due to the slowdown of the Chinese economy since 2012, as well as the global commercial volatility of energy prices, the impact of COVID-19, U.S. monetary policies and other markets. An economic downturn, whether actual or perceived, a further decrease in economic growth rates or an otherwise uncertain economic outlook in SEA or any other market in which we may operate could have a material adverse effect on our business, financial condition and results of operations. We are exposed to the risk of rental, employee related and other cost increases due to potential inflation in the markets in which we operate. In the past, some of the governments in SEA have implemented certain measures, including interest rate adjustments, currency trading band adjustments and exchange rate controls, to control the pace of economic growth. These measures may cause decreased economic activity in SEA, which may adversely affect our business, financial condition and results of operations.

In addition, some SEA markets have experienced, and may in the future experience, political instability, including strikes, demonstrations, protests, marches, coups d’état, guerilla activity or other types of civil disorder. These instabilities and any adverse changes in the political environment could increase our costs, increase our exposure to legal and business risks, disrupt our office operations or affect our ability to expand our user base.

Uncertainties with respect to the legal system in certain markets in SEA could adversely affect us and it might be difficult to acquire jurisdiction and enforce liabilities against our assets based in some SEA jurisdictions.

The legal systems in SEA vary significantly from jurisdiction to jurisdiction. Some jurisdictions have a civil law system based on written statutes and others are based on common law. Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have limited precedential value.

Many of the markets in SEA have not developed a fully integrated legal system, and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in such markets. In particular, the interpretation and enforcement of these laws and regulations involve uncertainties. Since local administrative and court authorities have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy in many of the localities that we operate in. Moreover, local courts may have broad discretion to reject enforcement of foreign awards. These uncertainties may affect our judgment on the relevance of legal requirements and our ability to enforce our contractual rights or tort claims. In addition, the regulatory uncertainties may be exploited through unmerited or frivolous legal actions or threats in attempts to extract payments or benefits from us.

Currently, substantially all of our assets are located in SEA, our clients are almost exclusively located in SEA and certain of our executive officers and present directors reside outside of the United States. As a result, although the Company is a Nevada corporation, it may not be possible for United States investors to enforce their legal rights, to effect service of process upon our directors or executive officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and executive officers under Federal securities laws. Our management has been advised that many jurisdictions within SEA where we operate do not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States. Further, it is unclear if extradition treaties now in effect between the United States and some SEA markets, such as Indonesia and the Philippines, would permit effective enforcement of criminal penalties of the federal securities laws.

Each jurisdiction in SEA has enacted, and may enact or amend from time to time, laws and regulations governing the distribution of games, services, messages, applications, electronic documents and other content through the internet. The relevant government authorities may prohibit the distribution of information through the internet that they deem to be objectionable on various grounds, such as public interest or public security, or to otherwise be in violation of applicable laws and regulations. If any of the information on our website or that we otherwise produce or disseminate is deemed by any relevant government authorities to violate content restrictions, we would not be able to continue to display such content and could be subject to penalties, including confiscation of the property used in the non-compliant acts, removal of the infringing content, temporary or permanent blocks, administrative fines, suspension of business, and revocation of required licenses, if any, which could materially and adversely affect our business, financial condition and results of operations.

Furthermore, many of the legal systems in SEA are based in part on government policies and internal rules, some of which are not published on a timely basis or at all and may have retroactive effect. There are other circumstances where key regulatory definitions are unclear, imprecise or missing, or where interpretations that are adopted by regulators are inconsistent with interpretations adopted by a court in analogous cases. As a result, we may not be aware of our violation of certain policies and rules until sometime after the violation. In addition, any administrative and court proceedings in SEA may be protracted, resulting in substantial costs and diversion of resources and management attention.

It is possible that a number of laws and regulations may be adopted or construed to apply to us in SEA and elsewhere that could restrict our industries and business. Scrutiny and regulation of the industries in which we operate may further increase, and we may be required to devote additional legal and other resources to addressing this regulation. For example, existing laws or new laws regarding the regulation of currency, money laundering, banking institutions, intellectual property, investment banking institutions, and consumer and data protection may be interpreted to cover information disseminated through our internet communication platforms and our investee companies. Changes in current laws or regulations or the imposition of new laws and regulations in SEA or elsewhere regarding our industries may slow the growth of our industries and adversely affect our financial position and results of operations.

Fluctuations in foreign currency exchange rates will affect our financial results, which we report in U.S. Dollars.

We operate in multiple jurisdictions, which exposes us to the effects of fluctuations in currency exchange rates. We earn revenue denominated in Vietnamese Dong, Indonesian Rupiah, Singapore Dollars, Malaysia Ringgit and U.S. Dollars, among other currencies. We generally incur expenses for employee compensation and other operating expenses in the local currencies in the jurisdictions in which we operate. Fluctuations in the exchange rates between the various currencies that we use could result in expenses being higher and revenue being lower than would be the case if exchange rates were stable. We cannot assure you that movements in foreign currency exchange rates will not have a material adverse effect on our results of operations in future periods. We do not generally enter into hedging contracts to limit our exposure to fluctuations in the value of the currencies that our businesses use. Furthermore, the substantial majority of our revenue is denominated in emerging markets currencies. Because fluctuations in the value of emerging markets currencies are not necessarily correlated, there can be no assurance that our results of operations will not be adversely affected by such volatility.

Restrictions on currency exchange in certain SEA markets may limit our ability to receive and use our revenue effectively.

The Company’s subsidiaries maintain its books and record in US$. A large majority of our revenue and expenses are denominated in Indonesian Rupiah. In addition, the Company’s subsidiaries are operating in the Republic of Vietnam, Malaysia and Indonesia and maintains its books and record in its local currency, Vietnam Dong (“VND”), Malaysian Ringgit (“MYR”) and Indonesian Rupiah (“IDR”), respectively, which are the functional currencies in which the subsidiary’s operations are conducted. If revenue denominated in any of these non-U.S. currencies and U.S. Dollars increase or expenses denominated in such currencies decrease in the future, we may need to convert a portion of our revenue into other currencies to meet our foreign currency obligations, including, among others, payment of dividends declared, if any, in respect of our Common Stock. Although there are currently no foreign exchange control regulations in Singapore, which restrict the ability of our subsidiary in Singapore to distribute dividends to us, the relevant regulations may be changed and the ability of our subsidiary to distribute dividends to us may be restricted in the future. We cannot guarantee that we will be able to convert such local currencies into U.S. Dollars or other foreign currencies to pay dividends or for other purposes on a timely basis or at all.

The imposition of barriers to trade or escalation of trade disputes could materially and adversely affect demand for our services or the operation of our investee companies.

There has been a global escalation of barriers to trade in recent years. Any imposition of new tariffs or other trade barriers, or the escalation of any trade dispute, may adversely affect the global economy and businesses of our clients, which, in turn, would also adversely affect demand for our services. A downturn in the global economy or the economies of countries in which we or our clients operate as a result of any trade dispute could adversely affect our business, financial condition and results of operations. Although we do not directly engage in international trade business, our clients or our investee companies may be affected by the imposition of barriers to trade or escalation of trade disputes.

In addition, current government actions undertaken by various governments to stimulate their respective economies and future government action, including interest rate decreases, changes in monetary policy or intervention in the exchange markets and other government action to adjust the value of the local currency, may trigger inflation. The occurrence of such fluctuations, devaluations or other currency risks could have a material adverse effect on our and our investee companies’ business, financial condition and results of operations.

Developments in the social, political, regulatory and economic environment, including but not limited to natural events, wars, terrorist attacks and other acts of violence, in the countries where we operate, may have a material and adverse impact on us.

Our business, prospects, financial condition and results of operations may be adversely affected by social, political, regulatory and economic developments in countries in which we operate. Such political and economic uncertainties include, but are not limited to, the risks of war, terrorism, nationalism, nullification of contract, changes in interest rates, imposition of capital controls and methods of taxation. Any adverse socio-political environment may adversely affect our business, financial condition, results of operations and prospects. Although the overall economic environment in Singapore and other countries where we operate appears to be positive, there can be no assurance that this will continue to prevail in the future.

Furthermore, natural disaster events (such as typhoons, floods and earthquakes), terrorist attacks and other acts of violence or war may also adversely disrupt our operations, leading to economic weakness in the countries in which they occur and affect worldwide financial markets, and could potentially lead to economic recession, which could have an adverse effect on our business, financial condition and results of operations. These events could adversely affect our clients’ levels of business activity and precipitate sudden significant changes in regional and global economic conditions and cycles. These events also pose significant risks to our people and to our business operations around the world.

Russia’s invasion of Ukraine may present risks to our operations and investments.

Russia’s recent military interventions in Ukraine have led to, and may lead to, additional sanctions being levied by the United States, European Union and other countries against Russia. Russia’s military incursion and the resulting sanctions could adversely affect global energy and financial markets and thus could affect the value of our operations and investments, even though we do not have any direct exposure to Russia or the adjoining geographic regions. The extent and duration of the military action, sanctions, and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions caused by Russian military action or resulting sanctions may magnify the impact of other risks described in this section. We cannot predict the progress or outcome of the situation in Ukraine, as the conflict and governmental reactions are rapidly developing and beyond their control. Prolonged unrest, intensified military activities, or more extensive sanctions impacting the region could have a material adverse effect on the global economy, and such effect could in turn have a material adverse effect on our operations, results of operations, financial condition, liquidity and business outlook.

Risks Related to Our Business

We operate in an intensely competitive environment and we may be unable to compete successfully with our current or future competitors.

The market for the services we offer is intensely competitive. We compete with both established and emerging online and traditional providers of travel-related services, including online travel agencies; alternative accommodation providers; wholesalers and tour operators; travel product suppliers (including hotels, airlines and car rental companies); search engines and large online portal websites; travel metasearch services; corporate travel management service providers; mobile platform travel applications; social media websites; eCommerce and group buying websites; and other participants in the travel industry.

In recent years, search engines have increased their focus on acquiring or launching travel products that provide increasingly comprehensive travel planning content and direct booking capabilities, comparable to OTAs. For example, Google has continued to add features and functionality to its Google Travel, Google Flights”, and Hotel Ads travel metasearch products. In addition, Google may be able to leverage the data they collect on users to the detriment of us and other OTAs. Search engines may also continue to expand their voice and artificial intelligence capabilities. To the extent these actions have a negative effect on our search traffic or the cost of acquiring such traffic, our business and financial performance could be adversely affected.

In general, increased competition has resulted in, and may continue to result in, reduced margins, as well as loss of travelers, transactions and brand recognition and we cannot assure you that we will be able to compete successfully against any current, emerging and future competitors or on platforms that may emerge, or offer differentiated products and services to our travelers. Increasing competition from current and emerging competitors, the introduction of new technologies and the continued expansion of existing technologies, such as search engine technologies, may force us to make changes to our business models, which could affect our financial performance and liquidity. Some of our competitors may also have other significant advantages, such as greater financial resources or name recognition, more favorable corporate structures, or a broader global presence, among others.

We Have One Customer Accounting for a Substantial Portion of our Revenues.

We currently derive a significant portion of our revenues from one customer. For the period ended September 30, 2024, the Company had a single customer that constituted 16.40% of its revenue, with accounts receivable of $0 at the year-end. For the year ended December 31, 2022, the Company had a single customer that constituted 30.30% of its revenues, with accounts receivable of $0 at the year-end. There are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of customers. It is not possible for us to predict the future level of demand for our services that will be generated by large customers or the future demand for the products and services of these customers in the end-user marketplace. In addition, revenues from this large customer may fluctuate from time to time based on market conditions or other facts, some of which may be outside of our control. If this customer experiences declining or delayed sales due to market, economic or competitive conditions, it could have an adverse effect on our margins and financial position, and could negatively affect our revenues and results of operations and/or trading price of our common stock.

Our business depends on our relationships with travel suppliers and other B2B partners.

An important component of our business success depends on our ability to maintain and expand relationships with travel suppliers, and B2B partners. No assurance can be given that our travel suppliers and B2B partners will elect to participate in our platform or that our compensation will not be reduced. Any of these actions, or other similar actions, could reduce our revenue and margins thereby adversely affecting our business and financial performance.

If our efforts to attract prospective customers and suppliers and to retain existing customers and suppliers of our services are not successful, our growth prospects and revenue will be adversely affected.

Our ability to grow our business and to generate revenue depends on retaining and expanding our customer base as well as new travel industry suppliers. Our ability to attract new customers and retain existing customers is in large part on our ability to continue to offer competitive prices and a superior user experience. If we fail to grow our customer and supplier base, we may not be able to increase revenue.

Declines or disruptions in the travel industry could adversely affect our business and financial performance.

Our business and financial performance are affected by the overall health of the worldwide travel industry. Factors that could negatively affect the travel industry in general and our business in particular, potentially materially, include: macroeconomic concerns, including recessions, political instability and geopolitical conflicts, trade disputes, significant fluctuations in currency values, sovereign debt issues, bans on travel to and from certain countries, significant changes in oil prices, continued air carrier and hotel chain consolidation, reduced access to discount fares, travel strikes or labor unrest, labor shortages, bankruptcies or liquidations, increased incidents of actual or threatened terrorism, natural disasters, travel-related accidents or grounding of aircraft due to safety concerns, and changes to visa and immigration requirements or border control policies.

Our business is also sensitive to fluctuations in hotel supply, occupancy and Average Daily Rates (“ADRs”), changes in airline capacity and airline ticket prices and the imposition of taxes or surcharges by regulatory authorities, all of which we have experienced historically.

Because these events or concerns, and the full impact of their effects, are largely unpredictable, they can dramatically and suddenly affect travel behavior by consumers and decrease demand. Decrease in demand, depending on its scope and duration, together with any future issues affecting travel safety, could significantly and adversely affect our business, working capital and financial performance over the short and long-term. In addition, the disruption of the existing travel plans of a significant number of travelers upon the occurrence of certain events, such as severe weather conditions, actual or threatened terrorist activity, war or travel-related health events, could result in significant additional costs and decrease our revenues.

We have acquired and invested in, and may continue to acquire or invest in, other companies or technologies, which could divert management’s attention and otherwise disrupt our operations and harm our operating results.

We may fail to acquire or invest in companies whose market power or technology could be important to the future success of our business.

We acquired two Vietnamese subsidiaries and, in the future, we may seek to acquire or invest in other companies or technologies that we believe could complement or expand our services or enhance our capabilities or content offerings, or otherwise offer growth opportunities. Pursuit of future potential acquisitions or investments may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable opportunities, whether or not they are consummated. In addition, we have limited experience acquiring and integrating other businesses. We may be unsuccessful in integrating our acquired businesses or any additional business we may acquire in the future, and we may fail to acquire companies whose market power or technology could be important to the future success of our business.

We also may not achieve the anticipated benefits from any acquisition or investment due to a number of factors, including but not limited to:

If we acquire or invest in other companies, these acquisitions or investments may reduce our operating margins for the foreseeable future. In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill, which must be assessed for impairment at least annually. In the future, if our acquisitions or investments do not yield expected returns, we may be required to take charges to our operating results based on this impairment assessment process. Acquisitions or investments could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our operating results. In addition, if a business we acquire or invest in fails to meet our expectations, our business, operating results, and financial condition may suffer.

The COVID-19 pandemic or the widespread outbreak of any other communicable disease could materially and adversely affect our business, financial condition and results of operations.

The spread of COVID-19 around the world affected the global economies and has affected our operations and those of third parties on which we rely, including by causing disruptions in travel. As COVID-19 continues to evolve, the extent to which COVID-19 impacts operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity of any additional outbreak, and the actions

that may be required to try and contain COVID-19 or treat its impact. We continue to monitor the pandemic and, the extent to which the continued spread of the virus adversely affects our customer base and therefore revenue. As the COVID-19 pandemic is complex and rapidly evolving, our plans as described above may change. At this point, we cannot reasonably estimate the duration and severity of this pandemic, which could have a material adverse impact on our business, results of operations, financial position and cash flows.

We face many risks associated with our international expansion.

We are considering the expansion of our operations into additional international markets. However, offering our services in a new geographical area involves numerous risks and challenges. As a result of these obstacles, we may find it impossible or prohibitively expensive to enter additional markets, or entry into foreign markets could be delayed, which could hinder our ability to grow our business.

If we fail to effectively manage our expected growth, our business, operating results, and financial condition may suffer.

Our growth, through our acquisitions and expansion of our core business in both our current and future markets, in 2022 and 2023 placed, and will continue to place, significant demands on our management and our operational and financial infrastructure. In order to attain and then maintain profitability, we will need to recruit, integrate, and retain skilled and experienced personnel who can demonstrate our value proposition to customers, and business partners and who can increase the monetization of the content. Continued growth could also strain our ability to maintain reliable service levels for our users, effectively monetize the video content streamed, develop and improve our operational and financial controls, and recruit, train, and retain highly skilled personnel. As we seek to grow our operations in size, scope, and complexity, we will need to improve and upgrade our systems and infrastructure, which will require significant expenditures and allocation of valuable technical and management resources. If we fail to maintain efficiency and allocate limited resources effectively in our organization as it grows, our business, operating results, and financial condition may suffer.

Our business emphasizes innovation and prioritizes long-term customer and user engagement. That strategy may yield results that sometimes do not align with the market’s expectations. If that happens, our stock price may be negatively affected.

Our business is expected to grow and become more complex, and our success depends on our ability to quickly develop and launch new and innovative products and services. Our approach to the development of our business could result in unintended outcomes or decisions that are poorly received by our customers, suppliers, or partners. We have made, and expect to continue to make, significant investments to develop and launch new products, services, and initiatives, which may involve significant risks and uncertainties, including the fact that such offerings may not be commercially viable for an indefinite period or at all, or may not result in an adequate return of capital on our investments. No assurance can be given that such new offerings will be successful and will not adversely affect our reputation, operating results, and financial condition. In certain instances, we prioritize our long-term customer and user engagement. We may make decisions that reduce our short-term revenue or profitability if we believe that the decisions benefit the aggregate customer and user experience and will thereby improve our financial performance over the long term. These decisions may not produce the long-term benefits that we expect, in which case our user growth and engagement, our relationships with customers and suppliers, as well as our business, operating results, and financial condition could be seriously harmed.

Expansion of our operations subjects us to increased business, legal, financial, reputational, and competitive risks.

Expansion of our operations involves numerous risks and challenges, including increased capital requirements, new competitors, and the need to develop new strategic relationships. Growth in these areas may require additional changes to our existing business model and cost structure, modifications to our infrastructure, and exposure to new regulatory, legal, and reputational risks, including infringement liability, any of which may require additional expertise that we currently do not have. We may not be able to generate sufficient revenue from additional travel services in new markets. Failure to expand our travel services offerings or existing services to new markets, or to effectively manage the numerous risks and challenges associated with such expansion could adversely affect our business, operating results, and financial condition.

Interruptions, delays, or discontinuations in service arising from our own systems or from third parties could impair the delivery of our services and harm our business.

We rely on systems housed in our own facilities and upon third parties, including bandwidth providers and third-party “cloud” data storage services, to enable our users to receive our content in a dependable, timely, and efficient manner. We have experienced, and may in the future experience, periodic service interruptions and delays involving our own systems and those of third parties that we work with. Both our own facilities and those of third parties are vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunications failures, and similar events. They are also subject to break-ins, sabotage, intentional acts of vandalism, the failure of physical, administrative, technical, and cyber security measures, terrorist acts, natural disasters, human error, the financial insolvency of third parties that we work with, and other unanticipated problems or events. The occurrence of any of these events could result in interruptions in our services and unauthorized access to, or alteration of, the content and data contained on our systems that these third parties store and deliver on our behalf.

Any disruption in the services provided by these third parties could materially adversely impact our business reputation, customer relations, and operating results. Upon expiration or termination of any of our agreements with third parties, we may not be able to replace the services provided to us in a timely manner or on terms and conditions, including service levels and cost, that are favorable to us, and a transition from one third party to another could subject us to operational delays and inefficiencies until the transition is complete.

Various regulations as well as self-regulation related to privacy and data security concerns pose the threat of lawsuits, regulatory fines and other liability, require us to expend significant resources, and may harm our business, operating results, and financial condition.

As we collect and utilize personal data about our customers and users as they interact with our services, we are subject to new and existing laws and regulations that govern our use of user data. We are likely to be required to expend significant capital to ensure ongoing compliance with these laws and regulations. Claims or allegations that we have violated laws and regulations relating to privacy and data security could result in negative publicity and a loss of confidence in us by our users and our partners. We may be required to make significant expenditures to resolve these matters and we could be subject to civil liability and/or fines or other penalties, including by government and data protection authorities.

We may find it necessary or desirable to join self-regulatory bodies or other privacy-related organizations that require compliance with their rules pertaining to privacy and data security. We also may be bound by contractual obligations that limit our ability to collect, use, disclose, share, and leverage user data and to derive economic value from it. New laws, amendments to, or reinterpretations of existing laws, rules of self-regulatory bodies, industry standards, and contractual obligations, as well as changes in our users’ expectations and demands regarding privacy and data security, may limit our ability to collect, use, and disclose, and to leverage and derive economic value from user data. Restrictions on our ability to collect, access and harness user data, or to use or disclose user data, may require us to expend significant resources to adapt to these changes, and would in turn limit our ability to stream personalized content to our users and offer promotions to users on the services.

We have incurred, and will continue to incur, expenses to comply with privacy and security standards and protocols imposed by law, regulation, self-regulatory bodies, industry standards, and contractual obligations. Any failure to comply with privacy laws could result in litigation, regulatory or governmental investigations, enforcement action requiring us to change the way we use personal data, restrictions on how we use personal data, or significant regulatory fines. In addition to statutory enforcement, a data breach could lead to compensation claims by affected individuals (including consumer advocacy groups), negative publicity, and a potential loss of business as a result of customers losing trust in us. Such failures could have a material adverse effect on our financial condition and operations.

We rely on travel service revenue, and any failure to convince customers and suppliers in the future could harm our business, operating results, and financial condition.

Our ability to attract and retain customers and suppliers, and ultimately to generate revenue, depends on our ability to, for instance:

We may not succeed in capturing a greater share of our customers’ travel spending, particularly if we are unable to achieve the scale, reach, products, and market penetration necessary to demonstrate the effectiveness of our travel solutions, or if our business model proves ineffective or not competitive when compared to other alternatives and platforms.

The market for travel services in the digital market is evolving. If this market develops slower or differently than we expect, our business, operating results and financial condition could be adversely affected.

We derive the vast majority of revenue from travel services. If the market for our services deteriorates or develops more slowly or differently than we expect, it could reduce demand for our platform and our business, growth prospects and financial condition could be adversely affected.

We depend on highly skilled key personnel to operate our business, and if we are unable to attract, retain, and motivate qualified personnel, our ability to develop and successfully grow our business could be harmed.

We believe that our future success is highly dependent on the talents and contributions of our senior management, members of our executive team, and other key employees, such as the key technology, product, content, engineering, finance, research and development, marketing, and sales personnel. Many of our employees have unique skills required for and/or historical knowledge of our business. Our future success depends on our continuing ability to attract, develop, motivate, and retain highly qualified and skilled employees. All of our employees, including our senior management, are free to terminate their employment relationship with us at any time, and their knowledge of our business and industry may be difficult to replace. Qualified individuals are in high demand, particularly in the digital media industry, and we may incur significant costs to attract and retain them. We may in the future use equity awards to attract talented employees. If the value or liquidity of our Common Stock declines significantly and remains depressed, that may prevent us from recruiting and retaining qualified employees. If we are unable to attract and retain our senior management and key employees, we may not be able to achieve our strategic objectives, and our business could be harmed. In addition, we believe that our key executives have developed highly successful and effective working relationships. We cannot assure you that we will be able to retain the services of any members of our senior management or other key employees. If one or more of these individuals leave, we may not be able to fully integrate new executives or replicate the current dynamic and working relationships that have developed among our senior management and other key personnel, and our operations could suffer.

If our acquired intangible assets become impaired in the future, we may incur significant impairment charges.

At least annually, or whenever events or circumstances arise indicating impairment may exist, we review goodwill for impairment as required by generally accepted accounting principles in the United States (GAAP). In the future, we may need to further reduce the carrying amount of goodwill and incur additional non-cash charges to our results of operations. Such charges could have the effect of reducing goodwill with a corresponding impairment expense and may have a material effect upon our reported results. The additional expense may reduce our reported profitability or increase our reported losses in future periods and could negatively affect the value of our securities, our ability to obtain other sources of capital, and may generally have a negative effect on our future operations.

Our operating results may fluctuate, which makes our results difficult to predict.

Our revenue and operating results could vary significantly from quarter to quarter and year to year because of a variety of factors, many of which are outside our control. As a result, comparing our operating results on a period-to-period basis may not be meaningful. Factors that may contribute to the variability of our quarterly and annual results include but not limited to:

If we fail to implement and maintain effective internal control over financial reporting, our ability to accurately and timely report our financial results could be adversely affected.

We are required to maintain internal control over financial reporting and to report any material weaknesses in those controls. If we continue to have material weaknesses in our internal control over financial reporting, we may be unable to accurately report our financial results or report them within the timeframes required by law or stock exchange regulations, and we could lose investor confidence in the accuracy and completeness of our financial reports, which would cause the price of our Common Stock to decline. Under Section 404 of the Sarbanes-Oxley Act, we are required to evaluate and determine the effectiveness of our internal control over financial reporting and provide a management report as to internal control over financial reporting. Failure to maintain effective internal control over financial reporting also could potentially subject us to sanctions or investigations by the SEC, or other regulatory authorities, or stockholder lawsuits, which could require additional financial and management resources. We may be unable to fully remediate previously identified material weaknesses, or we may identify additional material weaknesses in the future, which could materially adversely affect our business, operating results, and financial condition.

Risks Related to Our Intellectual Property

Assertions by third parties of infringement or other violations by us of their intellectual property rights could harm our business, operating results, and financial condition.

Third parties may assert that we have infringed, misappropriated, or otherwise violated their copyrights, patents, trademarks, and other intellectual property rights with respect to the systems we use to offer our travel services. Existing laws and regulations are evolving and subject to different interpretations, and various legislative or regulatory bodies may expand current or enact new laws or regulations. Although we seek to comply with applicable statutory, regulatory, and judicial frameworks by, for example, entering into license agreements, we may unknowingly be infringing or violating any third-party intellectual property rights, or may do so in the future. Moreover, while we may often be able to seek indemnities from our licensors with respect to infringement claims that may relate to the content, they provide to us, such indemnities may not be sufficient to cover the associated liability if the licensor at issue does not have adequate financial resources.

Furthermore, an adverse outcome of a dispute may require us to pay significant damages, which may be even greater if we are found to have willfully infringed upon a party’s intellectual property; cease exploiting copyrighted content that we have previously had the ability to exploit; cease using solutions that are alleged to infringe or misappropriate the intellectual property of others; expend additional development resources to redesign our solutions; enter into potentially unfavorable royalty or license agreements in order to obtain the right to use necessary technologies, content, or materials; indemnify our partners and other third parties; and/or take other actions that may have material effects on our business, operating results, and financial condition.

Failure to protect our intellectual property rights could substantially harm our business, operating results, and financial condition.

The success of our business depends on our ability to protect and enforce any trade secrets, trademarks, copyrights, and all of our other intellectual property rights, including our intellectual property rights underlying our services. We attempt to protect our intellectual property under trade secret, trademark, and copyright law through a combination of intellectual property registration, employee, third-party assignment and nondisclosure agreements, other contractual restrictions, technological measures, and other methods. These afford only limited protection, and we are still continuing to develop our processes for securing our intellectual property rights. Despite our efforts to protect our intellectual property rights, unauthorized parties may attempt to copy aspects of our product and brand features or obtain and use our trade secrets and other confidential information. Moreover, policing our intellectual property rights is difficult and time-consuming. We cannot assure you that we would have adequate resources to protect.

We currently own the www.nusatrip.com internet domain name and various other related domain names. Internet regulatory bodies generally regulate domain names. If we lose the ability to use a domain name in a particular country, we may be forced either to incur significant additional expenses to market our services within that country or, in extreme cases, to elect not to offer our services in that country. Either result could harm our business, operating results, and financial condition. The regulation of domain names in the United States and in foreign countries is subject to change. Regulatory bodies could establish additional top-level domains, appoint additional domain name registrars, or modify the requirements for holding domain names. As a result, we may not be able to acquire or maintain the domain names that utilize our brand names in the United States or other countries in which we may conduct business in the future.

Litigation or proceedings before governmental authorities and administrative bodies may be necessary in the future to enforce our intellectual property rights, to protect our trademarks, trade secrets, and domain names and to determine the validity and scope of the proprietary rights of others. Our efforts to enforce or protect our proprietary rights may be ineffective and could result in substantial costs and diversion of resources and management time, each of which could substantially harm our operating results. Additionally, changes in law may be implemented, or changes in the interpretation of such laws may occur, that may affect our ability to protect and enforce our intellectual property rights.

Risks Related to Our Ownership Structure

Our historical financial information may not be representative of the results we would have achieved as a stand-alone public company and may not be a reliable indicator of our future results.

The historical financial information that we have included in this prospectus may not necessarily reflect what our financial position, results of operations or cash flows would have been had we been an independent entity during the periods presented or those that we will achieve in the future. Our historical financial information does not reflect changes that will occur in our cost structure, financing and operations as a result of our transition to becoming a stand-alone public company, including potential increased costs associated with reduced economies of scale and increased costs associated with SEC reporting and Nasdaq.

We have made allocations based upon available information and assumptions that we believe are reasonable to reflect these factors, among others, in our historical combined financial data. However, our assumptions may prove not to be accurate, and accordingly, the historical combined financial data presented in this prospectus forms a part should not be assumed to be indicative of what our financial condition or results of operations actually would have been as an independent publicly traded company nor to be a reliable indicator of what our financial condition or results of operations actually may be in the future.

We may have difficulty operating as an independent, publicly traded company.

As an independent, publicly traded company, we believe that our business will benefit from, among other things, allowing us to better focus our financial and operational resources on our specific business, allowing our management to design and implement corporate strategies and policies that are based primarily on the business characteristics and strategic decisions of our business, allowing us to more effectively respond to our industry dynamics. However, we may not be able to achieve some or all of the benefits that we believe we can achieve as an independent company in the time we expect, if at all. Because our business has previously operated as part of the wider Society Pass organization, we may not be able to successfully implement the changes necessary to operate independently and may incur additional costs that could adversely affect our business.

We may encounter operational, administrative, and strategic difficulties as we adjust to operating as a standalone public company. This may cause us to react more slowly than our competitors to industry changes and may divert our management’s attention from running our business or otherwise harm our operations.

In addition, since we are becoming a public company, our management team will need to develop the expertise necessary to comply with the numerous regulatory and other requirements applicable to public companies, including requirements relating to corporate governance, listing standards and securities and investor relationships issues. As a standalone public company, our management will have to evaluate our internal controls system with new thresholds of materiality, and to implement necessary changes to our internal controls system. We cannot guarantee that we will be able to do so in a timely and effective manner.

As an independent, publicly traded company, we may not enjoy the same benefits that we did as part of Society Pass.

There is a risk that, by separating from Society Pass, we may become more susceptible to market fluctuations and other adverse events than we would have been if we were still a part of the current Society Pass organizational structure. As part of Society Pass, we historically have been able to enjoy certain benefits from Society Pass’ operating diversity, available capital for investments and opportunities to pursue integrated strategies with Society Pass’ other businesses. As an independent, publicly traded company, we will not have similar diversity, available capital or integration opportunities and may not have similar access to capital markets.

Our ability to meet our capital needs may be harmed by the loss of financial support from Society Pass.

The loss of financial support from Society Pass could harm our ability to meet our capital needs. After the IPO, we expect to obtain any funds needed in excess of the amounts generated by our operating activities through the capital markets or bank financing, and not from Society Pass. However, given the smaller relative size of our company as compared to Society Pass after the IPO, we may incur higher debt servicing and other costs than we would have otherwise incurred as a part of Society Pass. Further, we cannot guarantee you that we will be able to obtain capital market financing or credit on favorable terms, or at all, in the future. We cannot assure you that our ability to meet our capital needs will not be harmed by the loss of financial support from Society Pass.

As a new publicly traded company, we may not have the surplus or net profits required by law to pay dividends.

We have not declared any dividends on our common shares and we may not make dividend payments in the future as we may not earn sufficient revenues or we may incur expenses or liabilities that would reduce or eliminate the cash available for distribution as dividends. As of the date of this prospectus, we did not have any outstanding debt or loan agreements, however, any future loan agreement for any purpose may limit the amount of dividends we can pay under some circumstances.

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 holders of the Company’s Common Stock.

Upon the consummation of this offering, Society Pass Incorporated will control 78.8% of the voting power of the Company’s outstanding voting securities. Therefore, the Company will qualify as a “controlled company” under the Corporate Governance Rules of Nasdaq. 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, holders of Common Stock will not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements.

In addition, upon the consummation of this offering, Society Pass Incorporated will control 78.8% of the voting power of the Company’s outstanding voting securities.

The Company has adopted a dual-class share structure with different voting rights, which may adversely affect the value and liquidity of the Common Stock.

The Company has adopted a dual-class structure with different voting rights, and such dual-class share structure may result in a lower or more volatile market price of the Company’s Common Stock. The Company’s dual class share structure comprised of Common Stock and Super Voting Preferred Stock. In respect of matters requiring the votes of stockholders, each share of Common Stock is entitled to one vote and each share of Super Voting Preferred Stock is entitled to 1,000 votes. Only the shares of Common Stock are tradable on the market upon the consummation of this offering. Certain shareholder advisory firms have announced changes to their eligibility criteria for inclusion of shares of public companies on certain stock market indices, including the S&P 500, to exclude companies with multiple classes of shares and companies whose public shareholders hold no more than five percent of total voting power from being added to such indices. In addition, several shareholder advisory firms have announced their opposition to the use of multiple class structures. As a result, the Company’s dual-class share structure may prevent the inclusion of the Company’s Common Stock in such indices and may cause shareholder advisory firms to publish negative commentary about the Company’s corporate governance practices or otherwise seek to cause the Company to change its capital structure. Any such exclusion from indices could result in a less active trading market for the Company’s securities. Any actions or publications by shareholder advisory firms critical of the Company’s corporate governance practices or capital structure could also adversely affect the value of the Company’s Common Stock. Heather Maynard has disclaimed all interests in the 75,000 shares of Super Voting Preferred Stock, which are held in the treasury.

The Company’s dual class share structure with different voting rights will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of the Company’s Super Voting Preferred Stock may view as beneficial.

The Company has adopted a dual class share structure comprised of Common Stock and Super Voting Preferred Stock. In respect of matters requiring the votes of stockholders, each share of Common Stock is entitled to one vote and each share of Super Voting Preferred Stock is entitled to 1,000 votes. Only the shares of Common Stock are tradable on the market upon the consummation of this offering.

As a result of such dual class share structure and the concentration of ownership, holders of Super Voting Preferred Stock will have substantial influence over the Company’s business, including decisions regarding mergers, consolidations and the sale of all or substantially all of the Company’s assets, election of directors and other significant corporate actions. They may take actions that are not in the best interest of the Company or its other stockholders. Such dual class arrangement may discourage, delay or prevent a change in control of the Company, which could deprive the Company’s stockholders of an opportunity to receive a premium for their shares as part of a sale of the Company and may reduce the price of the Common Stock. This concentrated control will limit your ability to influence corporate matters and could discourage others from pursuing any potential merger, takeover or other change of control transactions that holders of the Company’s Common Stock may view as beneficial.

Our shares of Super Voting Common Stock are not convertible into Common Stock, and are not subject to any sunset or other termination provisions.

Certain of our directors and executive officers are directors and/or executive officers of Society Pass and own shares of Society Pass Common Stock, which could cause conflicts of interest.

The interests of our directors and officers that serve a role in both our Company and in Society Pass could create, or appear to create, conflicts of interest with respect to matters involving both us and Society Pass that could have different implications for Society Pass than they do for us. As a result, we may be precluded from pursuing certain opportunities on which we would otherwise act, including growth opportunities. We do not intend to adopt specific policies or procedures to address conflicts of interests that may arise as a result of certain of our directors and officers owning Society Pass Common Stock or our directors being an executive officer and/or director of Society Pass.

We may have conflicts of interest with our Controlling Stockholder and, because of our Controlling Stockholder’s controlling ownership interest in our Company, we may not be able to resolve such conflicts on terms favorable to us.

Immediately upon the completion of this offering, our Controlling Stockholder will beneficially own 78.8% of our Common Stock, which represents 78.8% of the total voting power, assuming that the underwriters of this offering do not exercise their option to purchase additional Common Stock, or 77% of the total voting power, assuming that the option is exercised in full. Accordingly, our Controlling Stockholder will continue to be our Controlling Stockholder 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 our name, and amendments of our articles of incorporation.

The concentration of ownership and voting power may cause transactions to occur in a way that may not be beneficial to you as a holder of our Common Stock in this offering and may prevent us from doing transactions that would be beneficial to you. Conflicts of interest may arise between our Controlling Stockholder or any of its controlling stockholders and us in a number of areas relating to our past and ongoing relationships. Potential conflicts of interest that we have identified include the following:

Risks Related to Owning Our Common Stock and this Offering

There is a limited public market for our securities.

We cannot predict the extent to which investor interest in us following this offering and our listing on Nasdaq will lead to the development of an active trading market or how liquid that trading market might become. The lack of an active trading market may reduce the value of shares of our Common Stock and impair the ability of our stockholders to sell their shares at the time or price at which they wish to sell them. An inactive trading market may also impair our ability to raise capital by selling our Common Stock and may impair our ability to acquire or invest in other companies, products, or technologies by using our Common Stock as consideration.

We may not be able to satisfy listing requirements of Nasdaq or maintain a listing of our common stock on Nasdaq.

If our common stock is listed on Nasdaq, we must meet certain financial and liquidity criteria to maintain such listing. If we violate Nasdaq’s listing requirements, or if we fail to meet any of Nasdaq’s listing standards, our common stock may be delisted. In addition, our board of directors may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing. A delisting of our common stock from Nasdaq may materially impair our stockholders’ ability to buy and sell our common stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our common stock. The delisting of our common stock could significantly impair our ability to raise capital and the value of your investment.

The requirements of being a public company with its Common Stock listed on Nasdaq may strain our resources and divert management’s attention.

We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Sarbanes-Oxley Act, and other applicable securities rules and regulations. Compliance with these rules and regulations incurs substantial legal and financial compliance costs, makes some activities more difficult, time-consuming, or costly, and places increased demand on our systems and resources. The Exchange Act requires, among other things, that we file annual and current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. To maintain disclosure controls and procedures and internal control over financial reporting that meet this standard, significant resources and management oversight are required. As a result, management’s attention may be diverted from other business concerns, which could harm our business and operating results.

In addition, in connection with this offering, our Common Stock will be listed on Nasdaq, and thus we will be subject to various continued listing standards, which will require our ongoing compliance and attention, as well as various corporate governance and other rules, which will impact the way we raise capital, govern ourselves and otherwise run our business. Failing to comply with any Nasdaq rules could result in the delisting of our Common Stock from Nasdaq, which could have a material impact on the price of our Common Stock.

The trading price of our Common Stock will likely be volatile.

The trading price of our Common Stock will likely be volatile. The market price of our Common Stock may fluctuate or decline significantly in response to numerous factors, many of which are beyond our control, including:

In addition, the stock market in general, and the market for smaller reporting companies, have experienced extreme price and volume fluctuations that often have been unrelated or disproportionate to the operating performance of those companies. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. Such litigation, if instituted against us, could result in very substantial costs, divert our management’s attention and resources and harm our business, operating results, and financial condition.

Sales of substantial amounts of our Common Stock in the public markets by certain stockholders, or the perception that such sales might occur, could reduce the price that our Common Stock might otherwise attain.

Sales of substantial amounts of our Common Stock in the public market by our affiliates, or non-affiliates, or the perception that such sales could occur, could adversely affect the trading price of our Common Stock, and may make it more difficult for you to sell your Common Stock at a time and price that you deem appropriate. We are unable to predict the effect that such sales may have on the prevailing price of our Common Stock.

We, our directors and our executive officers, and stockholders who own more than 5% of our Common Stock, have entered into or will enter into lock-up agreements with the underwriter of this offering pursuant to which they and we have agreed, or will agree, that, subject to certain exceptions, we will not issue, and they will not sell or transfer or hedge any shares or any securities convertible into or exchangeable for shares of our Common Stock for a period of 90 days after the date of this prospectus. See the section titled “Underwriting” for more information. Sales of a substantial number of such shares upon expiration of, or the perception that such sales may occur, or early release of the securities subject to, the lock-up agreements, could cause our stock price to fall or make it more difficult for you to sell your Common Stock at a time and price that you deem appropriate. A decline in the price of our Common Stock might impede our ability to raise capital through the issuance of additional Common Stock or other equity securities.

If securities or industry analysts publish inaccurate or unfavorable research about our business or cease publishing research about our business, our share price and trading volume could decline.

The trading market for our Common Stock will be influenced by the research and reports that securities or industry analysts publish about our Company, if any do so in the future. If one or more of the analysts who may cover us in the future downgrade our Common Stock or publish inaccurate or unfavorable research about our Company, our Common Stock price would likely decline. If no securities or industry analysts commence coverage of our Company, the trading price of our shares would likely be negatively impacted. Further, if one or more of these analysts, once they cover us, cease coverage of our Company or fail to publish reports on us regularly, demand for our Common Stock could decrease, which might cause our Common Stock price and trading volume to decline.

You may experience future dilution as a result of future equity offerings.

In order to raise additional capital, we may in the future offer additional shares of our Common Stock or other securities convertible into or exchangeable for our Common Stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by the investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our Common Stock, or securities convertible or exchangeable into Common Stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. If any of the above should occur, our stockholders, including investors who purchase shares of Common Stock in this offering, will experience additional dilution, and any such issuances may result in downward pressure on the price of our Common Stock.

We do not expect to declare any dividends in the foreseeable future.

We have never declared or paid any cash dividends on our share capital. The continued operation of our business will require substantial cash, and we currently intend to retain any future earnings for working capital and general corporate purposes. Accordingly, we do not anticipate paying any cash dividends to holders of our Common Stock at any time in the foreseeable future. Any determination to pay future dividends will be at the discretion of our Board of Directors and will depend upon our results of operations, financial condition, contractual restrictions, indebtedness, restrictions imposed by applicable law and other factors our Board of Directors deems relevant. There is no guarantee that your shares of Common Stock will appreciate in value or even maintain the price at which you purchased your shares of Common Stock, and you may lose the entire amount of your investment.

We are a “smaller reporting company,” and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make our Common Stock less attractive to investors.

We are currently a “smaller reporting company”, meaning that we are not an investment company, an asset- backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and annual revenues of less than $50.0 million during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company,” at such time as we cease being an “emerging growth company,” we will be required to provide additional disclosure in our SEC filings. However, similar to an “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as a “smaller reporting company” may make it harder for investors to analyze our results of operations and financial prospects.

The offering price of our shares of Common Stock offered in the Resale Prospectus Resale is fixed.

The Selling Stockholders set forth in the Resale Prospectus will offer and sell their shares of Common Stock being offered under the Resale Prospectus at $4.50 per share for the duration of the offering or until the shares are listed on a national securities exchange at which time the shares offered under the Resale Prospectus may be sold at prevailing market prices or privately negotiated prices or in transactions that are not in the public market.

Conversion of the Convertible Notes and issuance of incentive stock grants shall have a dilutive effect on our stock, and negatively impact the price of our Common Stock.

To the extent that the Convertible Notes are converted (See “Description of Capital Stock-Convertible Notes”) and options described in this prospectus (See “Description of Capital Stock-Equity Incentive Plan”) are exercised, dilution to the interests of our stockholders will occur.

Pursuant to the amendments to the securities purchase agreement for Convertible Notes dated November 13, 2024, entered by the Company and the investors, the Convertible Notes shall automatically convert into shares of our common stock upon the effectiveness of the registration statement at the conversion price of $1.50 per share.

For the life of warrants and options, the holders will have the opportunity to profit from a rise in the price of the Common Stock with a resulting dilution in the interest of the other holders of Common Stock. The existence of such warrants and options may adversely affect the market price of our Common Stock and the terms on which we can obtain additional financing, and the holders of such warrants and options can be expected to exercise them at a time when we would, in all likelihood, be able to obtain additional capital by an offering of our unissued capital stock on terms more favorable to us than those provided by such warrants and options.

Investors in our Common Stock will face immediate and substantial dilution in the net tangible book value per Share and may experience future dilution.

If you purchase shares of our Common Stock in the IPO, you will pay more for your shares than the net tangible book value of your shares. As a result, you will incur immediate dilution of $ 4.08 per share, representing the difference between the assumed public offering price of $4.5 per share and our estimated as adjusted net tangible book value as of September 30, 2024 of $0.42 per share. Accordingly, should we be liquidated at our book value, you would not receive the full amount of your investment. Please refer to the section titled “Dilution” of this prospectus for more information.

Certain recent initial public offerings of companies with relatively small public floats have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company. Our Common Stock may potentially experience rapid and substantial price volatility, which may make it difficult for prospective investors to assess the value of our Common Stock.

In addition to the risks addressed above under “The trading price of our Common Stock will likely be volatile,” our Common Stock may be subject to rapid and substantial price volatility. We may experience extreme stock price volatility unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Common Stock. Recently, there have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with a number of recent initial public offerings, especially among companies with relatively smaller public floats. As a relatively small-capitalization company, we may experience greater stock price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. In particular, our Common Stock may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Common Stock.

In addition, if the trading volumes of our Common Stock are low, persons buying or selling in relatively small quantities may easily influence prices of our Common Stock. This low volume of trades could also cause the price of our Common Stock to fluctuate greatly, with large percentage changes in price occurring in any trading day session.

Holders of our Common Stock may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Common Stock. As a result of this volatility, investors may experience losses on their investment in our Common Stock. A decline in the market price of our Common Stock also could adversely affect our ability to issue additional Common Stock or other securities and our ability to obtain additional financing in the future. No assurance can be given that an active market in our Common Stock will develop or be sustained. If an active market does not develop, holders of our Common Stock may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

USE OF PROCEEDS

We estimate that we will receive net proceeds from the IPO of approximately $10,999,500, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

We plan to use the net proceeds of the IPO in the following order of priority:

To the extent that our actual net proceeds is not sufficient to fund all of the proposed purposes, we will decrease our allocation of the net proceeds for the purposes set out above on a pro rata basis. We would anticipate raising additional capital through equity or debt financing sufficient to fund our proposed uses above.

The amounts and timing of any expenditures will vary depending on the amount of cash generated by our operations, and the rate of growth, if any, of our business, and our plans and business conditions. The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of the IPO. Our management will have significant flexibility in applying and discretion to apply the net proceeds of the IPO. If an unforeseen event occurs or business conditions change, we may use the proceeds of the IPO differently than as described in this prospectus.

Pending deployment of the net proceeds for the uses described above, the funds may be placed in short-term deposits with financial institutions or used to invest in short-term money market instruments.

We will not receive any proceeds from the sales of shares of our Common Stock by the Selling Stockholders.

DIVIDEND POLICY

We have no formal dividend policy. We have never declared or paid cash dividends on our Common Stock. We intend to retain all available funds and any future earnings, if any, to fund our business and we do not anticipate paying any cash dividends in the foreseeable future. Any future determination related to dividend policy will be made at the discretion of our Board of Directors and will depend upon our results of operations, financial condition, contractual restrictions, indebtedness, restrictions imposed by applicable law and other factors our Board of Directors deems relevant.

CAPITALIZATION

The following tables set forth our capitalization as of September 30, 2024:

● on an actual basis; and

● on a pro forma as basis to reflect the issuance and sale of 2,700,000 shares of Common Stock at an assumed initial public offering price of $4.5 per share after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

● on a pro forma as adjusted basis to reflect (i) the issuance and sale of 2,700,000 shares of Common Stock at an assumed initial public offering price of $4.5 per share after deducting the underwriting discounts and commissions and estimated offering expenses payable by us; and (ii) conversion of convertible note of 1,066,668 shares of common stock at assumed price of $1.50 per share after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

You should read the tables together with our consolidated financial statements and the related notes included elsewhere in this prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

DILUTION

If you invest in our Shares, your interest will be diluted to the extent of the difference between the IPO offering price per share and our net tangible book value per share after the IPO. Dilution results from the fact that the IPO offering price per share is substantially in excess of the book value per share of Common Stock attributable to the existing stockholders for our presently outstanding shares.

Net tangible book value represents the amount of our total assets, excluding goodwill and other intangible assets, less our total liabilities. Our net tangible book value as of September 30, 2024 was US$(5,929,137), or US$(0.42) per share of Common Stock.

After giving effect to the issuance and sale of 1,066,668 shares of common stock as if such conversion of convertible note take place this offering at an assumed price of $1.50 per share, the issuance and sale of 2,700,000 Shares in the IPO at an assumed initial public offering price of US$4.5 per share (the midpoint of the estimated price range set forth on the cover of this prospectus), and after deducting underwriting discounts and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of September 30, 2024 would have been US$6,670,365 or approximately $0.38 per outstanding share of Common Stock to existing stockholders and an immediate dilution in tangible book value of $4.12 per share, to purchasers of common stock in this offering. The following table illustrates such dilution:

The pro forma as adjusted dilution information discussed above is illustrative only and will depend on the actual public offering price and other terms of this offering determined at pricing.

The following table summarizes, on a pro forma as adjusted basis as of September 30, 2024, the total number of shares 17,766,668 of Common Stock purchased from us, the sales of 2,700,000 shares of our common stock in this offering (assuming no exercise of the over-allotment option to purchase additional shares of common stock and assuming no exercise of the Representative’s Warrants), the total cash consideration paid to us, and the average price per share paid by existing stockholders and by investors in the IPO. The table below reflects an assumed initial public offering price of US$4.5 per share (the midpoint of the estimated price range set forth on the cover of this prospectus), for Shares purchased in the IPO and excludes underwriting discounts and commissions and estimated offering expenses payable by us.

* Less than 1%

The foregoing tables and calculations (other than the historical net tangible book value calculation), is based on 14,000,000 shares of our common stock outstanding as of September 30, 2024, 2,700,000 shares sold in our initial public offering; the conversion of all of our Convertible notes into an aggregate of 1,066,668 shares of common stock as if such conversion take places in connection with the completion of the initial public offering.

CORPORATE HISTORY AND STRUCTURE

Founded in 2013, NusaTrip became the first online travel agency with International Air Transport Association (IATA) license in Indonesia that focused on serving global customers.

NusaTrip’s principal office in the U.S. is located at 701 S. Carson Street, Suite 200, Carson City, NV 89701.

The Company’s headquarters are located at 28F AIA Central, Jl. Jend. Sudirman No.Kav. 48A, RT.5/RW.4, Karet, Semanggi, Kota Jakarta Selatan, Daerah Khusus Ibukota Jakarta 12930, Indonesia.

The website for our travel tech and online travel agency website platform is www.nusatrip.com.

The information included on our websites are not part of this prospectus.

The following is our corporate structure prior to giving effect to this offering:

Upon the consummation of this offering, Society Pass Incorporated will control 78.8% of the voting power of the Company’s outstanding voting securities, assuming that the underwriters of this offering do not exercise their option to purchase additional Common Stock. The following is our corporate structure after giving effect to this offering:

* “Other Stockholders” are comprised of the holders of Common Stock to be issued upon the conversion of the Convertible Notes, and the holders of Common Stock offered in this Offering.

The foregoing chart assumes no exercise by the underwriters of their over-allotment option. Of the “Other Stockholders,” the holders of Common Stock to be issued upon the conversion of the Convertible Notes would own an aggregate of 6.0%, and the holders of Common Stock offered in this Offering would own an aggregate of 15.2%, of the outstanding Common Stock.

The subsidiaries shown in the foregoing chart are currently owned by the Company, and the ownership of each such subsidiary shall not change upon or as a result of the consummation of this offering.

As a current subsidiary of the Society Pass’ ecosystem, a dynamic fintech and e-commerce platform, we are presented with exciting possibilities to explore innovative advertising approaches. Drawing on the potential of digital media, we possess the means to efficiently reach and captivate diverse audiences, enabling us to offer comprehensive solutions that cater to our clients’ unique marketing objectives. Through this synergy, we continue to pave the way for cutting-edge advertising strategies that drive exceptional results and maximize the impact of our clients’ campaigns.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Consolidated Results of Operations

For the year ended December 31, 2023, compared to the year ended December 31, 2022

The following table shows key components of our results of operations during the year ended December 31, 2023 and 2022.

Revenue

For the year ended December 31, 2023, our revenue increased by approximately $903,439 or 64.34% to $2,307,661, as compared with $1,404,222 for the year ended December 31, 2022.

Our revenues were mainly generated by the sales of travel product and services which can be broadly classified into two major items of sales of air ticket and hotel reservation. The following table sets forth the breakdown of our revenue by service lines.

Our revenues were mainly generated from the sales of air ticket for the year ended December 31, 2023, as it contributed to 57.94% of our total revenue, as compared to 81.30% for the year ended December 31, 2022, with an increase of 17.12% or $195,453 due to the recovering of global travel activity as countries and state border reopen after COVID19. Second, new revenue on advertisement contributed 27.73% or $639,947 for the year ended December 31, 2023 arise from promoting brand in our platform. On the other hand, revenue generated from the hotel reservation accounted for 7.81% and 4.80% of our total revenue for the year ended December 31, 2023 and 2022, respectively, an increase of 167.29% or $112,794 due to recovering of global travel activity as countries border reopen after COVID19. Revenue from ancillary is mainly from travel related service such as travel insurance, refund margin, car rental and train ticketing, increase $80,451 or 135.28% to $139,921 for the year ended December 31, 2023 from $59,470 for the year ended December 31, 2022 are in line with the increase of air ticket and hotel reservation. The overall increase was partially offset by the decrease of hotel technology platform software service of $125,206 or 97.27%, to $10,493 for the year ended December 31, 2022 from $135,699 for the year ended December 31, 2022 due to the dropping of Vietnam hotel technology platform software service subscription, which earned from local hotel for local cross-border traveler during the COVID19 countries border restriction in year 2022.

Cost of Revenue

For the year ended December 31, 2023, our cost of revenue for hotel technology platform software service subscription, increased by $41,185 or 3,071.22% to $42,526, as compared to $1,341 for the year ended December 31, 2022. The increase in cost of software subscription was due to the expansion of direct Vietnam IT team and software costs in year 2023. However, the expansion and software cost invested did not bring in expected revenue due to demand drop for local hotel stay after reopening of country border, local traveler reduced. No cost of revenue of online advertising revenue was recorded as online advertisement is shown on our ready/ongoing website and mobile Apps that is not subject to significant direct cost but general IT maintenance cost which recorded in General and Administrative Expenses.

Gross Profit

For the year ended December 31, 2023, our gross profit increased by $862,254 or 61.46% to $2,265,135, as compared to $1,402,881 for the year ended December 31, 2022. Gross profit margin of 98.16% for the year ended December 31, 2023 was decreased by 0.02%, as compared to gross profit margin of 99.90% in December 31, 2022. Significant high gross profit margin is the nature of our business which major of the revenue are recognized at net basis, according to agency theory, which the cost of purchase is net off in the revenue against the Gross Merchandise Value (GMV) and the revenue is supported by operating costs. The decrease is mainly attributable to the increase in cost of revenue for the year ended December 31, 2023, due to expansion of IT team and software cost.

Sales and Marketing Expenses (“S&M”)

For the year ended December 31, 2023, our sales and marketing expenses increased by $9,705 or 3.32% to $301,597, as compared with $291,892 for the year ended December 31, 2022. The increase in S&M is primarily attributable to the related marketing and promotion expenses needed for boosting the travel business.

General and Administrative Expenses (“G&A”)

For the year ended December 31, 2023, our general and administrative expenses decreased by $1,012,347 or 33.29% to $2,028,971, as compared with $3,041,318 for the year ended December 31, 2022. The decrease was mainly due to the reversal of sales tax and withholding tax provision which amounting to $191,634 for December 31, 2023, from the sales tax and withholding tax provision of $1,730,321 for December 31, 2022. This sales tax provision was computed based on all air ticketing and hotel reservation revenue in Indonesia whereas withholding tax was computed based on all taxable payments subject to Indonesia local tax requirement. Both this sales tax and withholding tax covered the transactions between 2016 to 2022 omitted by the Company’s previous owner; we appointed a local tax agent for this provision calculation after the business acquisition. The reversal happened in 2023 and was reflected by the finalization of these computation by local tax authority. All above was partially offset by increased in staff costs of $601,140, professional fee of $236,278, and other operating costs.

Other income (expenses)

For the year ended December 31, 2023, net other income decreased by $930,003 or 85.20% to $161,530, as compared to net other income of $1,091,533 for the year ended December 31, 2022. The reduction is mainly due to the waiver of debt from amount due to previous shareholder decrease of $957,241 or 87.19% from $1,097,870 for the year ended December 31, 2022 to $140,629 for the year ended December 31, 2023.

Income (Loss) before income taxes

For the year ended December 31, 2023, our operations performance increased by $934,893 or 111.46% to income from operations of $96,097, as compared to loss from operations of $838,796 for the year ended December 31, 2022. The decrease is mainly caused by the increase in gross profit and decrease in general and administrative expenses as explained earlier.

Income Tax Expense

We incurred income tax and deferred tax expense of $16,185 and $179,123 for the year ended December 31, 2023 and 2022, respectively. The Company has provided for a full valuation allowance against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

Net income (loss)

For the year ended December 31, 2023, our net loss decreased by approximately $1,097,831 or 107.85% to net income of $79,912, as compared to net loss of $1,017,919 for the year ended December 31, 2022. The decrease in net loss is primarily attributable to the increase in gross profit, decrease in general and administrative expenses.

Liquidity and Capital Resources

As of December 31, 2023, we had cash and cash equivalents of $575,447 and working capital deficit of $5,639,886. For the year ended December 31, 2023, the Company incurred net income of $79,912 and net cash used in operating activities of $919,564.

While the Company believes that it will be able to continue to grow the Company’s revenue base and control expenditures, there is no assurance it will be able to do so. The Company continually monitors its cash, capital structure and operating plans and evaluates various potential funding alternatives that may be needed in order to finance the Company’s business development activities, general and administrative expenses and growth strategy. We expect to continue to rely on cash generated through financing from public offerings or private offerings of our or one or more of our subsidiaries’ securities, to finance our operations and future acquisitions. The Company believes that it has sufficient liquidity to continue its current business plans and operations for more than one year.

Cash Flows

The following table sets forth a summary of our cash flows for the years ended December 31, 2023 and 2022:

Net Cash Provided by (Used in) Operating Activities.

For the year ended December 31, 2023, net cash used in operating activities was $919,564, which consisted primarily of a net income of $79,912, adjusted by add back of depreciation of plant and equipment of $88,706, amortization of intangible assets of $25,812, depreciation of ROU of $105,730, bad debt written off $22,527 and deduct deferred tax assets of $149,858 and waiver of debts of $140,628, working capital used in account receivables of $537,955, inventory of $308,554, prepayment and other receivables of $978, accrued liabilities and other payables of $951,009, and contract liabilities of $152,025, partially offset by working capital provided from trade payables of $998,756.

For the year ended December 31, 2022, net cash provided from operating activities was $885,717, which consisted primarily of a net loss of $1,017,919, adjusted by add back of depreciation of plant and equipment of $40,374, amortization of intangible assets of $43,831, bad debt written off of $731, deferred tax assets of $170,326, and deduct waiver of debts of $1,097,870, working capital used in account receivables of $444,685, prepayment and other receivables of $178,659, contract liabilities of $239,163, and partially offset by working capital provided from trade payables of $1,451,516, accrued liabilities and other payables of $2,126,718 and inventory of $16,239.

Changes in operating activities decreased by $1,805,281 or 203.82% from net cash provided of $885,717 for December 31, 2022 to net cash used of $919,564 for December 31, 2023 mainly due to increase repayment of accrued liabilities and other payables of $3,077,727, increase in deferred tax assets of $320,184, increase in settlement of inventory of $324,793 and increase in repayment of trade payables of $452,760, partially offset by net income increase of $1,097,831 and waiver of debt decrease of $957,242.

Until we generate cash flows from operations, we expect to continue to rely on cash generated through financing from public offerings or private offerings by the Company or one or more of our subsidiaries’ securities, however, to finance our operations and future acquisitions.

Net Cash Used In Investing Activity.

For the year ended December 31, 2023 and 2022, there was a net cash outflow of $29,550 and $226,740 primarily as a result of the purchase of plant and equipment. The decrease was due to the reduction of continue investing in plant and equipment.

Material Cash Requirements

Our cash requirements consist primarily of day-to-day operating expenses, capital expenditures and contractual obligations with respect to banking facilities and other operating leases. We lease all our office facilities. We expect to make future payments on existing leases from cash generated from operations. We have limited credit available from our major vendors and are obligated to settle the purchase invoices and repay the contractual bank loans in a punctual manner, which further constrains our cash liquidity.

We believe that we have sufficient working capital for our requirements for at least the next 12 months from the date of this prospectus, absent unforeseen circumstances, taking into account the financial resources presently available to us, including cash and cash equivalents on hand, cash flows from our operations and the estimated net proceeds from this offering.

Off-balance Sheet Financing Arrangements

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements as of December 31, 2023 and 2022. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Concentration of credit risk

Financial instruments that potentially expose us to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. We place our cash and cash equivalents with financial institutions with high credit ratings and quality.

We conduct credit evaluations of customers, and generally do not require collateral or other security from our customers. We establish an allowance for doubtful accounts primarily based upon the age of the receivables and factors surrounding the credit risk of specific customers.

Concentration risk in major customers

For the years ended December 31, 2023 and 2022, the Company had a single customer that constituted 16.40% and 30.30% of its revenues, with accounts receivable of $0 and $0 at the year-end.

Concentration risk in major vendors

For the years ended December 31, 2023 and 2022, none of the vendor accounted for 10% or more of the Company’s cost of revenue.

Exchange rate risk

Our foreign currency exposure gives rise to market risks associated with exchange rate movements against the Vietnam Dong, Malaysian Ringgit, Indonesian Rupiah and the United States dollar. As of December 31, 2023 and 2022, we did not hold or issue any derivative for trading purposes or to hedge against fluctuations in foreign exchange rates. We mitigated this risk by conducting sales and purchases transactions in the same currency. Doing so helped to reduce, but has not eliminated, the impact of foreign currency exchange rate movements. As of December 31, 2023 and 2022, we had no outstanding forward exchange or foreign currency option contracts.

We currently do not have a foreign currency hedging policy. However, our management monitor foreign exchange exposure and will consider hedging significant foreign exchange exposure should the need arise.

Economic and political risk

Our major operations are conducted in Republic of Vietnam, Singapore, Malaysia, Indonesia and United States. Accordingly, the political, economic, and legal environments in Republic of Vietnam, Singapore, Malaysia, Indonesia and United States, as well as these countries’ economy may influence our business, financial condition, and results of operations.

For the three and nine months ended September 30, 2024, compared to the three and nine months ended September 30, 2023

The following table shows key components of our results of operations during the three and nine months ended September 30, 2024 and 2023.

Revenue

For the nine months ended September 30, 2024, our revenue decreased by approximately $753,974 or 45.3% to $887,711, as compared with $1,641,685 for the nine months ended September 30, 2023.

Our revenues were mainly generated by the sales of travel product and services which can be broadly classified into two major items of sales of air ticket and online advertisement. The following table sets forth the breakdown of our revenue by service lines.

For the three months ended September 30, 2024