S-1/A: NusaTrip Aims for Nasdaq Listing with $17 Million IPO, Offering 3.75 Million Shares

NusaTrip Incorporated, a Southeast Asia-focused online travel agency, is seeking to raise capital through an initial public offering of 3.75 million shares, with a resale prospectus for existing shareholders.

Summary

• NusaTrip Incorporated is planning an initial public offering (IPO) to list its common stock on the Nasdaq Capital Market under the symbol NUTR.
• The IPO involves offering 3,750,000 shares of common stock, with an estimated initial public offering price between $4.0 and $5.0 per share.
• Selling stockholders are also offering 1,066,668 shares of common stock through a resale prospectus, from which NusaTrip will not receive any proceeds.
• The company intends to use 20% of the net proceeds for mergers and acquisitions, 50% for market expansion, and 30% for working capital and general corporate purposes.
• For the year ended December 31, 2024, NusaTrip had revenues of $1,181,746 and a net loss of $787,096.
• As of December 31, 2024, the company had a working capital deficit of $6,005,394 and a shareholders deficit of $5,828,060, raising substantial doubt about its ability to continue as a going concern.
• Society Pass Incorporated will control 74.4% of the voting power after the offering.
• The company is an emerging growth company and a smaller reporting company, which allows for reduced reporting requirements.

Sentiment

Score: 4

Explanation: The document presents a mixed sentiment. While it highlights the growth potential in the Southeast Asian travel market and NusaTrip's strategic initiatives, it also acknowledges significant financial challenges, including operating losses, working capital deficits, and substantial doubt about the company's ability to continue as a going concern. The risks associated with the company's ownership structure and the competitive landscape further contribute to a cautious outlook.

Positives

• NusaTrip aims to become the Premier Travel Hub in Southeast Asia.
• The company has onboarded over 1.3 million registered users, over 500 airlines and over 650,000 hotels around the world.
• NusaTrip is the first Indonesian-based online travel agent (OTA) in Indonesia to receive International Air Transport Association (IATA) accreditation.
• The company has a mobile application with over 1 million downloads.
• 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.

Negatives

• The company has a limited operating history as a Group on which you can evaluate our business and prospects.
• The company has not generated substantial revenues under our new businesses, which makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance.
• The company has 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.
• There is substantial doubt about our ability to achieve profitability 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.
• The company may require additional capital to support our business and objectives, and this capital might not be available on acceptable terms, if at all.

Risks

• The company has a limited operating history.
• The company has 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.
• The company has 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.
• There is substantial doubt about our ability to achieve profitability 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.
• The company may require additional capital to support our business and objectives, and this capital might not be available on acceptable terms, if at all.
• The company operates in an intensely competitive environment, and we may be unable to compete successfully with our current or future competitors.
• The company has one customer accounting for a substantial portion of our revenues.
• The company's business depends on our relationships with travel suppliers and other B2B partners.
• Declines or disruptions in the travel industry could adversely affect our business and financial performance.
• 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 trading price of our Common Stock will likely be volatile.
• Investors in our Common Stock will face immediate and substantial dilution in the net tangible book value per Share and may experience future dilution.
• 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.

Future Outlook

The company expects 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.

Management Comments

• NusaTrips mission is to become the Premier Travel Hub in Southeast Asia.
• 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.

Industry Context

The document highlights the competitive landscape of the online travel agency (OTA) business in Southeast Asia, noting the presence of major players like Traveloka and Tiket.com. It also acknowledges the increasing trend of direct bookings by suppliers (airlines and hotels) and the need for OTAs to offer unique value propositions to remain relevant.

Comparison to Industry Standards

• The document mentions Traveloka and Tiket.com as major OTAs operating in Indonesia, suggesting they are key competitors.
• The document references Google, Temasek and Bain & Company (2024). e-Conomy SEA 2024, International Monetary Fund World Economic Outlook (October 2024), ASEAN (2024). ASEAN Matters: Epicentrum Of Growth, McKinsey & Company (2024). What is the future of travel? and Phocuswright by Northstar Travel Media LLC (2022). Southeast Asia Travel Market Report 2021-2025 as sources of industry data and projections.
• The document mentions that the aviation sector has outperformed expectations with a stronger than expected rebound, to now exceed pre-pandemic levels.

Related Party Transactions

• As of December 31, 2024, the amounts due from (to) related parties consisted of the following as of the years indicated: Amount due from related parties SoPa Technology Pte Ltd $1,065,578 Thoughtful (Thailand) Co Ltd 2,760 Thoughtful Media Group Co Ltd 163 Society Pass Incorporated 70,200 SoPa Technology Co Ltd 324 Total $1,138,538 Amount due to related parties Society Pass Incorporated $(1,047,600) SoPa Technology Pte Ltd (997,955) Thoughtful Media Group Co Ltd (39,039) PT Thoughtful Media Indonesia (203,980) SoPa Technology Co Ltd (43,336) Adactive Media CA Incorporated (35,057) Le Huynh Ngoc Phan (6,504) Ngo Thi Cham (12,300) Total $(2,366,967)

Stakeholder Impact

• Shareholders will experience immediate and substantial dilution in the net tangible book value per Share and may experience future dilution.
• 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 Common Stock.
• The Companys 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 Companys Super Voting Preferred Stock may view as beneficial.

Next Steps

• The company intends to list its common stock on the Nasdaq Capital Market under the symbol NUTR.
• The company plans to use the net proceeds of the IPO in the following order of priority: 20% of the net proceeds for merger and acquisition; 50% of the net proceeds for expansion of market; and 30% of the net proceeds for working capital and other general corporate purposes.

Key Dates

Keywords

IPO, initial public offering, online travel agency, NusaTrip, travel, Southeast Asia, Nasdaq, stock offering, resale prospectus, NUTR