S-1/A: NusaTrip Files S-1/A Amendment, Details Offering Costs and Recent Securities Issuances

Sentiment:

Registration Statement Amendment 24 July 2025 3:02 PM

NusaTrip Incorporated filed an S-1/A amendment to update exhibit information, disclose estimated public offering expenses, and detail recent unregistered securities sales, including convertible note conversions.

Capital raiseA private placement of Convertible Notes with a principal amount of $1,600,002 was entered into with three investors on October 18, 2024.These Convertible Notes automatically converted into 1,066,668 shares of common stock at a conversion price of $1.50 per share upon the effectiveness of the registration statement, with the conversion completed on February 10, 2025.

Summary

This Amendment No. 4 to the S-1 Registration Statement primarily updates Item 16 (Exhibits) and includes certain new exhibits, without modifying the preliminary prospectus.
Estimated costs for the public offering total $300,000, comprising $4,406.56 for SEC registration, $4,613.91 for FINRA filing, $50,000 for Nasdaq listing, $8,431 for printing, $100,000 for legal fees, $17,113 for transfer agent and registrar fees, $107,000 for accounting fees, and $8,435.53 for miscellaneous expenses.
Recent unregistered securities sales include the issuance of 1,000, 7,999,000, and 6,000,000 common shares to Society Pass at $0.0001 per share on May 22, 2023, June 3, 2024, and September 2, 2024, respectively.
The company designated 50,000 shares of preferred stock as Super Voting Preferred Stock on May 22, 2023, and an additional 25,000 shares on June 21, 2024.
A private placement of Convertible Notes with a principal amount of $1,600,002 was completed on February 10, 2025, converting into an aggregate of 1,066,668 common shares at a conversion price of $1.50 per share.
The company's Articles of Incorporation and Bylaws provide for indemnification of directors and officers to the fullest extent permitted by Nevada Revised Statutes.

Sentiment

Score: 6

Explanation: The filing is a procedural amendment for an S-1 registration, detailing standard IPO-related expenses and past capital-raising activities. It indicates progress towards a public offering without revealing new operational or financial performance data, thus maintaining a neutral to slightly positive sentiment due to IPO progression.

Positives

Progress towards a public offering is evident through the detailed disclosure of estimated issuance and distribution costs, indicating the company is moving forward with its listing plans.
The successful conversion of $1,600,002 in Convertible Notes into 1,066,668 common shares indicates a completed capital event and simplifies the capital structure ahead of the public offering.
The company has established comprehensive corporate governance frameworks, including an Audit Committee Charter, Compensation Committee Charter, Nominating and Corporate Governance Committee Charter, Executive Compensation Recovery Policy, and Insider Trading Policy, as evidenced by the listed exhibits.

Risks

The U.S. Securities and Exchange Commission (SEC) holds the opinion that indemnification for liabilities arising under the Securities Act is against public policy and therefore unenforceable, which could expose directors and officers to personal liability in certain circumstances.

Future Outlook

The proposed sale to the public is expected to commence as soon as practicable after the effective date of the registration statement. The company undertakes to file post-effective amendments to include any required prospectus updates, reflect fundamental changes, and disclose material changes to the plan of distribution.

Industry Context

This filing is a procedural amendment for a company in the travel industry (NusaTrip) preparing for a public offering. It focuses on regulatory compliance, offering costs, and capital structure adjustments rather than operational performance or market trends specific to the travel sector.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Policy Disclosure	The company's Articles of Incorporation and Bylaws provide for indemnification of officers and directors to the fullest extent permitted by Nevada Revised Statutes (NRS Section 78.7502).	N/A	Provides legal protection for directors and officers against expenses, judgments, fines, and settlement amounts in various proceedings, subject to certain conditions and limitations under Nevada law.
Policy Disclosure	The company has adopted an Executive Compensation Recovery Policy, listed as Exhibit 99.5.	N/A	Establishes guidelines for the recovery of executive compensation under certain circumstances, aligning with best practices in corporate governance.
Policy Disclosure	The company has adopted an Insider Trading Policy, listed as Exhibit 99.6.	N/A	Provides guidelines to prevent insider trading, promoting fair and transparent trading practices for company securities.
Committee Charter Disclosure	The company has an Audit Committee Charter, listed as Exhibit 99.2.	N/A	Outlines the responsibilities and structure of the Audit Committee, enhancing financial oversight and integrity.
Committee Charter Disclosure	The company has a Compensation Committee Charter, listed as Exhibit 99.3.	N/A	Defines the responsibilities and structure of the Compensation Committee, ensuring appropriate executive compensation practices.
Committee Charter Disclosure	The company has a Nominating and Corporate Governance Committee Charter, listed as Exhibit 99.4.	N/A	Establishes the responsibilities and structure of the Nominating and Corporate Governance Committee, promoting sound governance practices and director selection.
Policy Disclosure	The company has a Code of Business Conduct and Ethics, listed as Exhibit 14.1.	N/A	Provides a framework for ethical conduct for all employees, officers, and directors, fostering a culture of integrity.

Related Party Transactions

Issued 1,000 shares of Common Stock to Society Pass on May 22, 2023, at $0.0001 per share.
Issued 7,999,000 shares of Common Stock to Society Pass on June 03, 2024, at $0.0001 per share.
Issued 6,000,000 shares of Common Stock to Society Pass on September 2, 2024, at $0.0001 per share.
Issued 75,000 shares of Super Voting Preferred Stock to Heather Maynard on September 3, 2024, which were subsequently cancelled and held in treasury on October 14, 2024.
An Employment Agreement between Society Pass Incorporated, the Registrant, and Heather Maynard, dated September 15, 2023, is listed as an exhibit.

Stakeholder Impact

Shareholders: Potential future dilution from the public offering, and the completed conversion of convertible notes impacts the outstanding share count.
Directors and Officers: Indemnification provisions offer protection against certain liabilities, though the SEC's stance on Securities Act liabilities presents a potential risk.
Investors in Convertible Notes: Their notes have successfully converted into common stock, providing them with equity ownership.

Next Steps

Proposed sale to the public as soon as practicable after the effective date of the registration statement.
Filing of further amendments to specifically state the registration statement shall become effective.
Filing of post-effective amendments to include any prospectus required by Section 10(a)(3) of the Securities Act.
Filing of post-effective amendments to reflect fundamental changes in the information set forth in the registration statement.
Filing of post-effective amendments to include any material information with respect to the plan of distribution not previously disclosed or any material change to such information.

Key Dates

Date	Description
May 22, 2023	Issued 1,000 shares of Common Stock to Society Pass at $0.0001 per share and designated 50,000 shares of preferred stock as Super Voting Preferred Stock.
September 15, 2023	Employment Agreement entered into between Society Pass Incorporated, the Registrant, and Heather Maynard.
June 03, 2024	Issued an additional 7,999,000 shares of Common Stock to Society Pass at $0.0001 per share.
June 21, 2024	Designated an additional 25,000 shares of preferred stock as Super Voting Preferred Stock.
September 2, 2024	Issued an additional 6,000,000 shares of Common Stock to Society Pass at $0.0001 per share.
September 3, 2024	Issued 75,000 shares of Super Voting Preferred Stock to Heather Maynard.
October 14, 2024	Cancelled the Super Voting Preferred Stock issued to Heather Maynard, with the 75,000 shares held in treasury.
October 18, 2024	Entered into securities purchase agreements with three investors for a private placement of Convertible Notes with a principal amount of $1,600,002.
November 13, 2024	Amendments to the securities purchase agreements for Convertible Notes were entered, stipulating automatic conversion into common stock upon registration statement effectiveness at $1.50 per share.
February 10, 2025	Convertible Notes converted into an aggregate of 1,066,668 shares of Common Stock, completing the three private placements.
March 20, 2025	Date of Onestop Assurance PAC's audit report for NusaTrip Incorporated's financial statements.
July 24, 2025	Filing date of Amendment No. 4 to Form S-1 Registration Statement and signing date by company officers and directors.

Recommendation

hold

This S-1/A amendment primarily updates exhibit information, details standard IPO-related expenses, and confirms the conversion of previously issued convertible notes. It does not contain new operational performance data, financial results, or strategic announcements that would warrant a change in investment recommendation. Investors should await the full prospectus and financial statements for a comprehensive evaluation.

Keywords

NUSATRIP, S-1/A, SEC filing, IPO, registration statement, convertible notes, private placement, corporate governance, indemnification, common stock, preferred stock, public offering

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