《「美國健康食品公司」NUSATRIP Inc（NUTR）美股招股說明書 S-1（2025-04-14版）（英文版）（223頁）.pdf》由會員分享，可在線閱讀，更多相關《「美國健康食品公司」NUSATRIP Inc（NUTR）美股招股說明書 S-1（2025-04-14版）（英文版）（223頁）.pdf（223頁珍藏版）》請在三個皮匠報告上搜索。

1、S-1/A 1 forms-1a.htm As filed with the U.S.Securities and Exchange Commission on April 14,2025.Registration No.333-285997 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 AMENDMENT NO.1 TOFORM S-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 NUSATRIP INCORPORATED(Exact nam

2、e of registrant as specified in its charter)Nevada 4700 99-2217461(State or Other Jurisdiction ofIncorporation or Organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)28F AIA Central,Jl.Jend.Sudirman No.Kav.48A,RT.5/RW.4,Karet,Semanggi,Kota Jakarta

3、 Selatan,Daerah Khusus Ibukota,Jakarta 12930,IndonesiaTelephone:+62 21 5060 8747(Address,including zip code,and telephone number including area code,of Registrants principal executive offices)Nevada Discount Registered Agent,Inc.831 Laca St,Dayton,NV 89403Telephone:(775)782-6587(Name,address,includi

4、ng zip code,and telephone number including area code,of agent for service)Copies of all communications,including communications sent to agent for service,should be sent to:Lawrence Venick,Esq.Loeb&Loeb LLP2206-19 Jardine House1 Connaught Road CentralHong Kong SARTelephone:+852-3923-1111 Fang Liu,Esq

5、.VCL Law LLP1945 Old Gallows RoadSuite 260Vienna,VA 22182Telephone:(703)919-7285 Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this registration statement.If any of the securities being registered on this Form are to be offered on

6、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 t

7、he Securities Act registrationstatement 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 t

8、he earliereffective 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 earliereffective registration statement for the s

9、ame 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.Seedefinitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company,”and“emerging growt

10、h company”in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying wit

11、h any new or revised financial accountingstandards 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 amendmentwhich specifically

12、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 theregistration statement shall become effective on such date as the Securities and Exchange Commission,acting pursuant to said Section 8(a),may

13、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 referredto in this Expl

14、anatory 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 ofCommon Stock,consisting of 1,066,668 shares of Common Stock held by t

15、he Selling Stockholders.The Resale Prospectus is substantively identical to the Public Offering Prospectus,except for the following principal points:they contain different front covers;they contain different“Offering”sections in the Prospectus Summary;they contain different“Use of Proceeds”sections;

16、the“Capitalization”and“Dilution”sections are deleted from the Resale Prospectus;a“Selling Stockholders”section is included in the Resale Prospectus;the“Underwriting”section from the Public Offering Prospectus is deleted from the Resale Prospectus and a“Plan of Distribution”section is inserted in its

17、 place;and the“Legal Matters”section in the Resale Prospectus deletes the reference to counsel for the underwriters.The registrant has included in this registration statement a set of alternate pages after the back cover page of the Public Offering Prospectus,which are referred to as the Alternate P

18、ages,toreflect 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 forthe public offering by the Registrant.The Resale Prospectus will be substantively identical to the Publi

19、c Offering Prospectus except for the addition or substitution of the Alternate Pages andwill 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

20、 filed with the Securities andExchange 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 otherjurisdiction where the offer or sale is not permitted.PRELIMINARY PROSPECTUS SUBJECT TO

21、 COMPLETION,DATED APRIL 14,2025 NUSATRIP INCORPORATED3,750,000 Shares of Common Stock This is the initial public offering of up to 3,750,000 shares of the Common Stock,$0.0001 par value per share(“Common Stock”),of NusaTrip Incorporated(“Company”,“us”or“we”),orIPO.Prior to this IPO,there has been no

22、 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 Prospectu

23、s.We will not receive any proceedsfrom 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

24、.At this time,Nasdaq has not yet approved ourapplication to list our Common Stock.The closing of the IPO is conditioned upon Nasdaqs final approval of our listing application,and there is no guarantee or assurance that our stocks will beapproved for listing on Nasdaq.There is no assurance that,if ou

25、r listing is successful,an active trading market for our Common Stock will develop or be sustained.We are a“smaller reportingcompany”under applicable Securities and Exchange Commission rules and are subject to reduced public company reporting requirements for this prospectus and future filings.This

26、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 oneor more transactions that may take place in ordinary brokers transactions,privately negotiated transactions or thr

27、ough sales to one or more dealers for resale of such securities as principals afterthe 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 theshares covered by this prospectus sha

28、ll 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 publiccompany reporting requirements.See“

29、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 willnot receive any

30、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 throughagents or to or through underwriters or dealers.The securities may be offered and sold through public or private transactions at

31、 market prices prevailing at the time of sale,at a fixed price orfixed 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 theSelling Stockholders may sell the shares of

32、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 prospec

33、tus for a discussion of information that shouldbe considered in connection with an investment in shares of our Common Stock.Neither the Securities and Exchange Commission nor any state securities commission has approvedor disapproved of these shares or determined whether this prospectus is truthful

34、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 couldadversely affect the holders of the Companys Common Stock.U

35、nder these rules,a company of which more than 50%of the voting power is held by an individual,group or another company isa 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 define

36、d in theCorporate Governance Rules of Nasdaq and the requirement that the compensation committee and nominating and corporate governance committee of the Company consist entirely ofindependent directors.The Company currently does not intend to rely on these exemptions.However,if the Company decides

37、to rely on exemptions applicable to controlled company under theCorporate 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 governancerequirements.See“Risk Factors the Company will be a“co

38、ntrolled company”within the meaning of the NASDAQ corporate governance standards and,as a result,will be entitled to rely onexemptions from certain corporate governance requirements that provide protections to stockholders”and“Controlled Company Exemption.”In addition,upon the consummation of thisof

39、fering,Society Pass Incorporated will control 74.4%of the voting power of the Companys outstanding voting securities.Per Share Total Public offering price$Underwriting discounts and commissions(1)$Proceeds to us,before expenses(2)$(1)We have agreed to pay Cathay Securities,Inc.,as the representative

40、(the“Representative”)of the underwriters named in this prospectus,an underwriting discount equal to seven percent(7.0%)of the gross proceeds of the offering.(2)The amount of offering proceeds to us presented in this table does not give effect to the exercise of the over-allotment option issued to th

41、e Underwriter.We have 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 Stocksold by us in this offering and exercisable at a price per share equal to one hundred and twenty-five pe

42、rcent(125%)of the public offering price(the“Underwriters Warrants”).In addition,wehave agreed to pay a non-accountable expense allowance to the Representative equal to 1%of the gross proceeds received at the closing of the offering.For a description of compensation to bereceived by the Underwriter,s

43、ee“Underwriting”for more information.We have granted the underwriters an option,exercisable for up to 45 days from the date of this prospectus,to purchase a maximum of 562,500 shares of Common Stock(equal to fifteen percent(15%)of the aggregate number of shares of Common Stock sold in this offering)

44、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 suchshares are take

45、n.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 thisoffering,may be required to del

46、iver a prospectus.This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and withrespect to their unsold allotments or subscriptions.The date of this prospectus is ,2025 TABLE OF CONTENTS PageCAUTIONARY NOTE REGARDING FORWARD-LOOKING

47、 STATEMENTS iiiMARKET DATA iiiPROSPECTUS SUMMARY 1THE OFFERING 13CONTROLLED COMPANY EXEMPTION 14IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY 15RISK FACTORS 15USE OF PROCEEDS 37DIVIDEND POLICY 37CAPITALIZATION 38DILUTION 39CORPORATE HISTORY AND STRUCTURE 40MANAGEMENTS DISCUSSION AND ANALYSIS OF F

48、INANCIAL CONDITION AND RESULTS OF OPERATIONS 43BUSINESS 57MANAGEMENT 80EXECUTIVE COMPENSATION 84PRINCIPAL STOCKHOLDERS 86CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS 87DESCRIPTION OF CAPITAL STOCK 88SHARES ELIGIBLE FOR FUTURE SALE 92MATERIAL U.S.FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S.HOL

49、DERS94UNDERWRITING 98LEGAL MATTERS 102EXPERTS 102WHERE YOU CAN FIND ADDITIONAL INFORMATION 102INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 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 pr

50、ospectuses we have prepared.Wetake 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 ourCommon Stock only in jurisdictions where offers and sales are permitted.The inf

51、ormation contained in this prospectus is accurate only as of the date of this prospectus,regardless of the time ofdelivery 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

52、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 thatpurpose is required,other than in the United States.Persons outside the United States who come into possession of this prospec

53、tus must inform themselves about,and observe any restrictionsrelating 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 pros

54、pectus forms a part,and you may obtain copies of those documentsas 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 corpo

55、ration.iTable of Contents 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 562,500 shares of Common Stock from us.Except where the context otherwise requires and for pur

56、poses of this prospectus only:“APAC”refers to the Asia-Pacific geographic region;“Board of Directors”or“Board”refers to the Board of Directors of the Company “Common Stock”refers to shares of Common Stock,$0.0001 par value per share,of the Company;“Controlling Stockholder”means Society Pass,who will

57、 owns 92.9%of our Common Stock prior to the consummation of the Offering,giving it a majority of the aggregate votingpower of the Companys voting securities upon the consummation of this offering;“Convertible Notes”refers to the aggregate of$1,600,002 principal amount of convertible notes purchased

58、by certain Selling Stockholders;“IPO”means the initial public offering of our Common Stock;“OTA”refers to on-line travel agency;“SEA”refers to the Southeast Asia geographic region especially Indonesia,Singapore,Malaysia and Vietnam;“SEC”refers to the Securities and Exchange Commission;“Selling Stock

59、holders”means the selling stockholders who are listed in the Resale Prospectus;“SEO”refers to search engine optimization;“Society Pass”or“SP”refers to Society Pass Incorporated,a Nevada corporation that owns 92.9%of our Common Stock.“Super Voting Preferred Stock”refers to the 75,000 shares of Super

60、Voting preferred stock,par value$0.0001 per share,outstanding,with each share having 1,000 votes;the SuperVoting Preferred Stock is not convertible into Common Stock and has no sunset provision;“US$”or“U.S.dollars”refers to the legal currency of the United States;“US GAAP”refers to U.S.generally acc

61、epted accounting principles,consistently applied;and “We,”“us,”“our company,”“the Company,”“NusaTrip,”or“our”refers to NusaTrip Incorporated,a Nevada corporation,and its subsidiaries.Our reporting currency is U.S.dollars and most of our revenue is denominated in U.S.dollars.This prospectus contains

62、translations of Vietnamese Dong,Indonesian Rupiah,Singapore Dollarsand 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 intoU.S.dollars is based on the exchange rates set forth in the

63、 H.10 statistical release of the Board of Governors of the Federal Reserve System.Unless otherwise noted,all translations fromVietnamese 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 Malaysi

64、aRinggit in this prospectus were made at the rates of 0.000039,0.000062,0.733821 and 0.223621 respectively,to US$1.00,the noon buying rate in effect as of December 31,2024.This prospectus may contain additional trademarks,service marks and trade names of others.Such trademarks,service marks and trad

65、e names are the property of their respective owners.We donot 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.iiTable of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEME

66、NTS 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

67、actual results,performance or achievements,or industry results,to bematerially 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

68、,potential target businesses,the economy and other future conditions.Becauseforward-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 maydiffer materially from those c

69、ontemplated by the forward-looking statements.We caution you therefore that you should not rely on any of these forward-looking statements as statements ofhistorical fact or as guarantees or assurances of future performance.You should understand that many important factors,in addition to those discu

70、ssed in this prospectus,could cause our resultsto 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 statementsinclude changes in local,regional,national,or global political

71、,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.Newrisk

72、 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 theserisk factors on our business or the extent to which any risk factor,or combination of risk factors,may cause

73、 actual results to differ materially from those contained in any forward-lookingstatements.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 o

74、n such forward-looking statements.We disclaim any obligation to updateany 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 prosp

75、ectus.The Company has obtained certain market data from publicly available information and industry publications.These sourcesgenerally 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 guarante

76、ed.The forecastsand 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 Companybelieves that the surveys and market research others have performed are reliable,but the Company h

77、as not independently verified this information.iiiTable of Contents 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 toread this prospectus in

78、 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 Missio

79、n Statement NusaTrips 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 anacquisitions-focused comp

80、any.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 andsynergistic acquisitions as well as integrate and fundamentally improve our acquired businesses.We have completed acquisitions of VLeisure an

81、d VIT,both travel companies in Vietnam.Wewill 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 curr

82、ent mergers or acquisitions pending or contemplated.We aim to bring travelers from the rest of the world to SEAand 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 S

83、OPA acquired 75%of the outstanding capital stock of Nusatrip International Pte Ltd.andalso 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 onlineticketing and reservation

84、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

85、OTAs access to all airline fares andinventories.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 channelsfrom the Meta Searches(Kayak and SkyScanner)where newly established OTA

86、will have only regional access for distribution.In addition,as a member of ASITA Association of theIndonesia 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,travelbrings humanity c

87、loser together.NusaTrip contributes to the revitalization of the regional and global travel and tourism industry by enabling and promoting social network-basedentrepreneurship and cross collaboration.And we promote SEA and APAC to travelers both regionally and globally through our NusaTrip and VLeis

88、ure websites,NusaTrip mobile applicationand NusaTrip social media channels,including Instagram,Facebook,TikTok,LinkedIn,Twitter and YouTube.As of December 31,2024,we employ more than 65 staff members,all of whichare based in our offices in Jakarta,Vietnam and Singapore.Previously,we employed more th

89、an 100 staff members,however,we decreased our staff members due to the successful completionof 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.1Table of Content

90、s 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 tomanage their own travel plans.NusaTrip offers world-class quality products,services and experiences for customers,cli

91、ents,affiliates and business partners.Our marketing and technologyplatform 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 othertravel brands.NusaTrip has onboarded over 1.3 mill

92、ion registered users,over 500 airlines and over 650,000 hotels around the world as well as connected with over 80 million unique visitors.Inaddition,our NusaTrip mobile application has been downloaded more than 1 million times.Previously,airlines and hotels in SEA had to engage with multiple players

93、 and potential partners ineach market.However,now they can rely on NusaTrip as their single partner,offering a comprehensive solution for market entry across SEAs diverse markets.We seamlessly integrate bothoffline and online sales channels such as through website,customer support,and corporate oper

94、ations,to ensure consistent distribution and maintain complete control over the customerexperience.For end consumers,our online travel agency platform significantly enhances the customer experience for a user-friendly platform with competitive prices.We prioritize consumerprotection,ensuring booking

95、s are made securely,and seamlessly served until the activity and post-activity date.Our airline and hotel partners suppliers distribute and market products via ourdesktop and mobile offerings,as well as through alternative distribution channels,our business partnerships and our call centers in order

96、 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 thatcontinued strong economic expansion,robust population gr

97、owth,rising levels of consumerism and urbanization and the increasing rate of adoption of mobile and Internet technology provideabundant market opportunities for our Company in SEA:Strong historical and expected economic growth over the next two decades.According to the Australian Department of Fore

98、ign Affairs and Trade,SEA is projected to become theworlds fourth-largest economy by 2040,after the United States(“US”),China and India,with an expected compound annual growth rate of 4 per cent between 2023 and 2040;1 Favorable demographics.SEA possesses a large and growing population of more than

99、696 million people;Indonesia represents more than 40%of SEAs population,while SEAcomprises more than 8.52%of the global population;2 A rising middle class and young generation willing to consume to explore new destinations and experiences;Rise of the Internet economy with 252 million additional inte

100、rnet users have come online in the last five years growing from 360 million users in 2019 to 612 million users in 2024.3 Despite the lingering effects to the global economy due to Covid-19,SEAs economic growth compares favorably to that of the developed world,reaching 4.6%growth rate in 2023 as oppo

101、sedto 0.9%and 1.0%for both the European Union(“EU”)and the US,respectively.As of 2023,SEAs combined gross domestic product(“GDP”)reached US$3.8 trillion.In comparison,therespective 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 experie

102、nced rapid economic growth rates in recent years,farexceeding 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 worlds fifth-largest economy.Projections indicate that by 2030,AMS are poised to ascend

103、 to the position of the worlds fourth-largest economy.In 2023,ASEAN achieved 4.1%economic growth,with atrajectory 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 over4.6%in

104、 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(Oct

105、ober-2024).5 See ASEAN(2024).ASEAN Matters:Epicentrum Of Growth.2Table of Contents 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 enjoyrobust population growth.The

106、 United Nations Population Division estimates that the population of the SEA countries in 2000 was approximately 527 million people growing to 695 million in2024.6 This population growth is driving rising levels of urbanization.Mirroring the demographic trends in China more than three decades ago,SE

107、A is undergoing rapid urbanization with urbanpopulation 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 int

108、ermediaries between travelers and various travel service providers such as airlines and hotels.OTAs offer a one-stopplatform where travelers can search,compare,and book flights,hotels,car rentals,and other travel-related services.These platforms earn revenue through commissions,service fees,andadver

109、tising partnerships.OTAs negotiate agreements with airlines,hotels,and other travel suppliers to access their inventory and offer competitive prices to customers.Additionally,some OTAsin SEA have expanded their services to include holiday packages,tours,and activities to provide a comprehensive trav

110、el experience.OTAs leverage technology,digital marketing,and customerdata 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 caterto the growing mobile-savvy population in

111、the region.Furthermore,OTAs in SEA may also partner with banks,restaurants,malls,stores,car rental companies,airlines,hotels and othercompanies to offer exclusive promotions,loyalty programs,and additional value-added services to customers.OTAs face several challenges in the current landscape.One of

112、 the key issues is intense competition within the OTA industry,with numerous players vying for market share.For example,threemajor OTAs operate in Indonesia:Traveloka,T,and NusaTrip.This competition creates downward pressure on profit margins and requires continuous innovation and differentiation to

113、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 customerrelationships.This shift poses a threat to OTA revenue streams and requires OTAs to offer unique value propositions to re

114、main relevant.Generally,it means that OTA must navigate complexand 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 factorslike economic downturns,political instability,and

115、 natural disasters that can disrupt travel demand and impact revenues.Meanwhile,customer expectations are constantly evolving,and OTAsmust continuously enhance their technology,user experience,and personalized offerings to meet these demands.Finally,issues related to data privacy and security are of

116、 utmost importance,asOTAs handle sensitive customer information,and any breaches can erode customer trust.This means that OTAs must adapt to these challenges by leveraging technology,fostering strategicpartnerships,delivering exceptional customer experiences,and staying ahead of market trends to thr

117、ive in the dynamic travel industry.6 See ASEAN(2024).ASEAN Matters:Epicentrum Of Growth.7 See Worldometer(2024).South-Eastern Asia Population.3Table of Contents Our Business Model To overcome the problems of a typical OTA in SEA,NusaTrip works closely with global distribution system(“GDS”)partners,c

118、onducts market research,seeks strategic alignment with localtravel agencies that have market presence and expertise,adapts to local culture,integrates compatible technologies,leverages branding and marketing expertise,prioritizes customer-centricapproaches,fosters collaboration and synergy,and ensur

119、es compliance with regulations.By working with our GDS suppliers,we source inventory from multiple countries,consolidators andairlines 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

120、head on.Becausewe 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 technologyplatforms.After the IPO,we expect to obtain any funds needed in excess of the amounts generated by o

121、ur operating activities,and/or through the capital markets or bank financing,and not fromSociety Pass.The NusaTrip revenue model is four-fold:the agency model,the merchant model,the advertising model and hotel technology software services.Agency Model.Under the agency model,leveraging our NusaT webs

122、ite,NusaTrip mobile application,and VL website,NusaTrip facilitates travel bookings and act asthe agent in the transaction,passing reservations booked by the traveler to the relevant travel provider.We receive commissions or ticketing fees from the travel supplier and/or traveler.We record revenue o

123、n air transactions when the traveler books the transaction,as we do not typically provide significant post booking services to the traveler and payments due to andfrom air carriers are typically due at the time of ticketing.Additionally,we generally record agency revenue from the hotel when the stay

124、ed night occurs as we provide post bookingservices to the traveler and,thus consider the stay as when our performance obligation is satisfied;Merchant Model.Under the merchant model,we facilitate the booking of hotel rooms,alternative accommodations,airline seats,car rentals and destination services

125、 from our airline,hotel and travel suppliers.As such,NusaTrip acts as the merchant of record for such bookings.For example,we provide travelers access to book hotel room reservations through ourcontracts with lodging partners,which provide us with rates and availability information for rooms but for

126、 which we have no control over the rooms and do not bear inventory risk.Ourtravelers pay us for merchant hotel transactions prior to departing on their trip,generally when they book the reservation.The majority of our merchant transactions relate to lodgingbookings;and Advertising Model.Under the ad

127、vertising model,we offer travel and non-travel advertisers access to a potential source of incremental traffic and transactions through our various mediaand advertising offerings across several of our transaction-based websites and apps.Hotel technology platform software services.Under the hotel tec

128、hnology platform software services model,we sell software to our hotel clients,principally focusing on propertymanagement system,point of sales,booking engines&travel agencies portals,customer data platform,hotel room management,and revenue management.4Table of Contents Marketing and Brand Positioni

129、ng 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:driving recurring transactions from retail and corporate customers to generate ever increasing Business-to-Co

130、nsumer(“B2C”)and Business-to-Business(“B2B”)revenues(SeeBusiness-Marketing and Brand Positioning for a description of our B2B and B2C offerings);increasing downloads from our NusaTrip application on both Apple Store and Google Play.Since our establishment more than a decade ago,our NusaTrip mobile a

131、pplication has beendownloaded more than 1 million times;building and increasing the value of our various two brands,NusaTrip and VLeisure,by driving traffic to the NusaT and VL websites through brand,performanceand viral marketing,such as word of mouth,peer-to-peer,micro-networking and crowd sourcin

132、g.Furthermore,we engage in affiliate performance marketing programs,traditionalpublic relations and communications activities,such as trade show attendance,to strengthen market recognition for our two brands and enable us to be less reliant on performancemarketing,which reducing our customer acquisi

133、tion costs;increasing our brand awareness on social media channels such as Instagram,Facebook,LinkedIn,Twitter and TikTok.We employ our sister company,Thoughtful Media Group Inc(TMG)within the SOPA ecosystem,to share promotions and news about NusaTrip.As one of the leading advertising platforms in S

134、EA,TMG executes our consumer,product,corporate,and policy communications plan and brand strategy by working with its over 10,000 social media influencers to conduct media and advertising campaigns on our behalf.Oursocial media marketing increases awareness among potential customers,helping them to u

135、nderstand the benefits of using our technology solutions to book their travel experiences,including flights,hotels,cars,cruises and tours.;creating a loyal customer base and capturing lifetime customers through our arrangement with Society Pass and the Society Pass loyalty program,which we plan to c

136、ontinue,as itincentivizes customers through the earning and redeeming of loyalty points as well as promotional offers from our airline and hotel partners.Customers enrolled in the program earnSociety Points and may redeem them for discounted tickets and hotel rooms with our travel partners.We believ

137、e that our loyal customer base that will not only generate additionalrevenues but also provide positive word-of-mouth marketing and expand our business further with GDS partners,airlines and hotels;building and maintaining long-term,strategic relationships with our traveler partners,in particular,GD

138、S suppliers,flight aggregators,airlines,travel agencies,hotels,property owners,and destination service providers.With NusaTrip,our travel partners are able offload their flight and hotel inventory with a trusted OTA.NusaTrip delivers value to our travel supplypartners by increasing their revenues,wh

139、ile simultaneously reducing their overall marketing transaction and customer service costs.;and optimizing ongoing traveler acquisition costs.By removing the middle man in the transaction,we offer our customers cost effective travel products and experiences.Financial Highlights For the year ended De

140、cember 31,2024,we had revenues of$1,181,746 and a net loss of$787,096.See“Summary Consolidated Financial Data”and“Index to Consolidated FinancialStatements.”As shown in our financial statements,the Company has suffered from working capital deficit of$6,005,394 and shareholders deficit of$5,828,060 a

141、s of December 31,2024,that,in the view ofour auditor,raise substantial doubt about our ability to continue as a going concern.See“Index to Consolidated Financial Statements.”Managements plans regarding these matters are alsodescribed in Note 2 to our consolidated financial statements.The consolidate

142、d financial statements do not include any adjustments that might result from the outcome of this uncertainty.5Table of Contents Voting and Other Rights of Common Stock and Super Voting Preferred Stock Common Stock As of the date of this prospectus,there are 15,066,668 shares of our Common Stock outs

143、tanding.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 notentitled to cumulative voting rights

144、 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 theoutstanding shares of our Common Stock are fully paid and non-assessable.The

145、rights,preferences and privileges of the holders of our Common Stock are subject to the rights of the holders ofshares 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 Pref

146、erred Stock.On June 21,2024,we designated an additional 25,000 shares of our preferred stock asSuper Voting Preferred Stock.On September 3,2024,we have issued 75,000 shares of the Companys Super Voting Preferred Stock to Heather Maynard.On October 14,2024,in order to facilitate our IPO process,Heath

147、erMaynard 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 heldin the treasury.We will not be issuing any shares of the Super Voting Preferred Stock prior to the consummatio

148、n of this offering.We may issue shares of the Super Voting Preferred Stock fromtime 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

149、 votes per share and votes with our Common Stock as a single class on all matters to be voted orconsented 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

150、any liquidationpreference 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 othertermination provisions.6Table of Contents Convertible Notes On October 18,2024,the Company entere

151、d into three private placements of an aggregate of$1,600,002 principal amount of Convertible Notes,each subscription amount of a convertible note isUS$533,334.Pursuant to the amendments to the securities purchase agreement for Convertible Notes dated November 13,2024,entered by the Company and the i

152、nvestors,the ConvertibleNotes 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 maturesix months after issuance,on which date the full principal amount and interest thereon

153、will be due and payable in full.The Convertible Notes were converted into an aggregate of 1,066,668shares of Common Stock and issued to the investors,and the three private placements were completed on February 10,2025.Relationship With and Separation From Society Pass On June 3,2024,the Company auth

154、orized the issuance of up to an additional 7,999,000 shares of Common Stock,comprised of(i)3,750,000 shares to be issued to the Underwriters upon theconsummation of this offering(ii)up to an additional 562,500 shares to be issued to the Underwriters upon their over-allotment option,if and to the ext

155、ent such option is exercised.OnSeptember 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 14,000,000shares of Common Stock.On September 30,2023,Society Pass,Heather Maynard,and the Co

156、mpany entered into an employment agreement.Pursuant to the employment agreement,Heather Maynard has agreed toserve as the chairwoman of the board of the Company,representing Society Pass on the board of the Company.In consideration of Ms.Maynards services,the Company has agreed to pay herthe amount

157、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 mayterminate the agreement if Ms.Maynard resigns from the board or is not elected to the Companys board at its annual meeting.Dennis Nguyen,fo

158、under and then-Chief Executive Officer ofSociety 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 andmanagement in France.Ms.Maynard was previously be the registered agent for the Dennis Nguyen

159、 Family Foundation,a California nonprofit corporation,from 2015 to 2018.Ms.Maynard hasalso 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 theboard of directors of Thoughtfu

160、l Media Group Incorporated.Further,on September 30,2023,Society Pass,Heather Maynard,and Thoughtful Media Group Incorporated,also entered into anemployment agreement.Pursuant to the employment agreement,Heather Maynard has agreed to serve as the chairwoman of the board of the Company,representing So

161、ciety Pass on the boardof the Company.In consideration of Ms.Maynards services,the Company has agreed to pay her the amount of EUR 120,000(approximately$130,492)per year.Ms.Maynard may terminatethe agreement upon giving the Company thirty days prior written notice,and the Company may terminate the a

162、greement if Ms.Maynard resigns from the board or is not elected to theCompanys 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 nothave any other relationships(including family relat

163、ionship),agreements,affiliations,or any understanding that Ms.Maynard has or has had with Society Pass,its officers and directors and/or itsmajority owner Dennis Nguyen.As of the date of this prospectus,Society Pass was the 92.9%owner of the Company.As of the consummation of this offering,after the

164、conversion of the Convertible Notes into shares ofCommon 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 w

165、ith its own management and operations staff.The Company has,prior tothe 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 assetsin connection with the separation of the two

166、 companies.After the consummation of the IPO,the Company shall repay outstanding loans made by Society Pass in the aggregate amount of$1,047,600 and$927,266,based on record as of December 31,2024 and 2023,respectively.7Table of Contents Our corporate structure after giving effect to this offering sh

167、all 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“Oth

168、er Stockholders,”the holders of Common Stock to be issued upon the conversion of theConvertible Notes would own an aggregate of 5.7%,and the holders of Common Stock offered in this Offering would own an aggregate of 19.9%,of the outstanding Common Stock.The subsidiaries shown in the foregoing chart

169、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 thisoffering.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 ove

170、rlapping relationships could presentpotential 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 Stockholderscontrolling ownership interest in our Company,we may not be able to resolve such co

171、nflicts 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.Asof the consummation of this offering,the Company and Society Pass will not be p

172、arties to any support agreement,tax sharing arrangement,registration rights agreement or other writtenagreement.8Table of Contents 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 un

173、predictable due to the evolving nature of the COVID-19 pandemic and theextent 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 go

174、vernmental entities,or the impact the pandemic may have on the ability of us,our customers,our suppliers,our manufacturers,and our other businesspartners to conduct business.To date,COVID-19 has led to the implementation of various responses,including government-imposed quarantines,business closures

175、,travel restrictions,and otherpublic 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 atthis time.The spread of COVID-19 caused us to modify our business practices,including emp

176、loyee travel,employee work locations in certain cases,and cancellation of physical participation in certainmeetings,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

177、 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 busi

178、ness posed by its spread and the governmental and communityreactions 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 Nu

179、saTrips principal office in the U.S.is located at 701 S.Carson Street,Suite 200,Carson City,NV 89701.The Companys 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 tr

180、avel tech and online travel agency website platform is .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 74.4%of the

181、voting power of the Companys outstanding voting securities.The following is our corporatestructure after giving effect to this offering:9Table of Contents Summary of Risk Factors In addition to the other information contained in this prospectus,including the matters addressed under the heading“Cauti

182、onary Note Regarding Forward-Looking Statements,”you shouldcarefully 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 We have a limited ope

183、rating history as a Group on which you can evaluate our business and prospects.We have 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 thoseestimates of our future performance.We have in

184、curred 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.There is substantial doubt about our ability to achieve profitability if we are unable to

185、generate significant revenue or secure additional financing,we may be unable to implement ourbusiness plan and grow our business.We may require additional capital to support our business and objectives,and this capital might not be available on acceptable terms,if at all.10Table of Contents Risks Re

186、lated to Doing Business in the Southeast Asia Region Our revenue and net income may be materially and adversely affected by any economic slowdown within SEA.Changes in the economic,political or social conditions or governmentpolicies in SEA could have a material adverse effect on our business and op

187、erations.Fluctuations in foreign currency exchange rates will affect our financial results,which we report in U.S.dollars.The imposition of barriers to trade or escalation of trade disputes could materially and adversely affect demand for our services.Risks Related to Our Business Privacy risk The f

188、ive highest priority privacy risk domains identified by participants were data breaches,non-compliant third-party data processing,ineffective privacy by designimplementation,inappropriate personal data management,and insufficient privacy training for employees Performance risk Performance is defined

189、 as the throughput of business transactions compared to user needs,expectations,or requirements.IT performance risk is the risk that acompanys IT infrastructure will be unable to perform at required levels due to inferior internal operating practices,technology,and/or external relationships that thr

190、eaten the demandfor the organizations products or services.Financial risk Various uncertain elements lead to a possibility of loss in the process of financial transactions.Online travel agencies mainly face the following financial risks.Foreign Currency risk when various currencies are exchanged or

191、converted a possibility of losses or gains may arise due to fluctuation in exchange rates.Funding and Financingrisk-it takes place due to liabilities in terms of loans etc.Rate of interest risk that is policy interest rate influences funding and loaning of agency.Low-price competition makes youface

192、a credit crunch.Social risk Any future and uncertain event,independent of the persons will,which prevents them from earning an income or that causes a significant decrease in their quality of lifeor standard of living.That will impact buying travel products or travel in total.Technical risk Associat

193、ed with the evolution of the design and the production of the system of interest affecting the level of performance necessary to meet the stakeholderexpectations and technical requirements.The design,test,and production processes(process risk)influence the technical risk and the nature of the produc

194、t.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.Failure to protect our intellectual property rights could substantially harm our

195、business,operating results,and financial condition.11Table of Contents 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 futureresult

196、s.As an independent,publicly traded company,we may not enjoy the same benefits that we did as part of Society Pass,and thus,we may have difficulty operating as an independent,publicly traded company.Our ability to meet our capital needs may be harmed by the loss of financial support from Society Pas

197、s.The Company will be a“controlled company”under the Corporate Governance Rules of Nasdaq and can rely on exemptions from certain corporate governance requirements thatcould adversely affect holders of Common Stock.The Company has adopted a dual-class share structure with different voting rights,whi

198、ch may adversely affect the value and liquidity of the 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 ofcontrol transactions that holders of the Companys Sup

199、er Voting Preferred Stock may view as beneficial.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 ofinterest.We may have conflicts of interest with our Controlling Stockhold

200、er and,because of our Controlling Stockholders controlling ownership interest in our Company,we may not be able toresolve such conflicts on terms favorable to us.Risks Related to Owning Our Common Stock and This Offering There is a limited public market for our securities.We may not be able to satis

201、fy listing requirements of Nasdaq or maintain a listing of our common stock on Nasdaq.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.W

202、e 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 lessattractive to investors.The offering price of our shares of Common Stock offered in the Resale Prospectus Resale is fixed.If sec

203、urities or industry analysts publish inaccurate or unfavorable research about our business or cease publishing research about our business,our share price and trading volumecould decline.The requirements of being a public company with its Common Stock listed on Nasdaq may strain our resources and di

204、vert managements attention.You may experience future dilution as a result of future equity offerings.We do not expect to declare any dividends in the foreseeable future.Conversion of the Convertible Notes and issuance of incentive stock grants shall have a dilutive effect on our stock,and negatively

205、 impact the price of our Common Stock.Certain recent initial public offerings of companies with relatively small public floats have experienced extreme volatility that was seemingly unrelated to the underlying performanceof the respective company.Our Common Stock may potentially experience rapid and

206、 substantial price volatility,which may make it difficult for prospective investors to assess the valueof our Common Stock.12Table of Contents THE OFFERING Common Stock offered by us:3,750,000 shares of Common Stock.Offer Price:We currently estimate that the initial public offering price will be bet

207、ween US$4.0 and US$5.0 per share.Common Stock outstanding prior to this offering:15,066,668 shares(including the conversion of convertible note of 1,066,668 shares of common stock as stated inthis registration statement)Common Stock outstanding immediately after this offering:18,816,668 shares of Co

208、mmon Stock(or 19,379,168 shares if the underwriters in the Companys initial publicoffering exercise the over-allotment option in full).Over-allotment option:We have granted the Underwriter a 15%over-allotment option,exercisable within 45 days from the closing of thisoffering,to purchase up to an agg

209、regate of 562,500 additional shares of Common Stock.Underwriter Warrants:We have agreed to issue to the Representative or its designees warrants(the“Underwriter Warrants”)to purchaseup to a total of 7.0%of the shares of Common Stock sold in this offering(including any shares sold through theexercise

210、 of the over-allotment option).The warrants are exercisable at$per share(125%of the public offeringprice)commencing on a date which is 180 days from the commencement of sales in the offering and expiring on adate which is no more than five(5)years from the commencement of sales in the offering in co

211、mpliance withFINRA Rule 5110.The warrants have been deemed compensation by FINRA and are therefore subject to a 180 daylock-up pursuant to Rule 5110 of FINRA.The underwriters(or their permitted assignees under the Rule)will notsell,transfer,assign,pledge,or hypothecate these warrants or the securiti

212、es underlying these warrants,nor will itengage in any hedging,short sale,derivative,put,or call transaction that would result in the effective economicdisposition of the warrants or the underlying securities for a period of 180 days from effectiveness.Use of proceeds:We plan to use the net proceeds

213、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.30%of the net proceeds for working capital and other general corporate purposes.For more information on the use of proceeds,see“Use of Proceeds”on page 37.Lo

214、ck-up:We and each of,our officers,directors,and 5%or more stockholders,have agreed with the underwriters,subject tocertain exceptions,not to sell,transfer or otherwise dispose of any shares of Common Stock or similar securities fora period of 180 days after the date of this prospectus.See“Shares Eli

215、gible for Future Sale”and“Underwriting”for more information.Risk factors:The purchase of our securities involves a high degree of risk.See“Risk Factors”beginning on page 15 and otherinformation included in this prospectus for a discussion of factors you should carefully consider before deciding toin

216、vest in our securities.Nasdaq symbol:“NUTR”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 14,000,000.13Table of Contents CONTROLLED COMPANY EXEMPTION Upon the consummation of this offering,Society P

217、ass Incorporated will control 74.4%of the voting power of the Companys outstanding voting securities,assuming that the underwriters ofthis 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

218、,and theCompany 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 thevoting power for the election of directors is held by an individual,a group or another company is a“controlled compa

219、ny”and may elect not to comply with certain corporate governancerequirements,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

220、 a written charter addressing the committees 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 a

221、nd it will be entitled todo 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 sameprotections afforded to stockholders of companies that are subject to all of the NASDAQ corpo

222、rate governance requirements.In addition,upon the consummation of this offering,Society Pass Incorporated will control 74.4%of the voting power of the Companys outstanding voting securities.14Table of Contents IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY As a company with less than$1.235 billion

223、 in revenue during our last fiscal year,we qualify as an“emerging growth company”as defined in the Jumpstart Our Business Startups Act,or JOBSAct,enacted in April 2012,and may take advantage of reduced reporting requirements that are otherwise applicable to public companies.These provisions include,

224、but are not limited to:being permitted to present only two years of audited financial statements and only two years of related Managements Discussion and Analysis of Financial Condition and Results ofOperations in our filings with the SEC;not being required to comply with the auditor attestation req

225、uirements 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 compen

226、sation 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 even

227、ts 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 morethan$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 fi

228、ve-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 Actof 1933,as amended,or the Securities Act,for complying with new or revised accounting standards.We h

229、ave elected to take advantage of the extended transition period for complying with newor 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 carefull

230、y consider the risks described below together with all of the other information included in this prospectusbefore 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 risksand un

231、certainties 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 inve

232、stment.In addition to the other information provided in this prospectus,youshould 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 anduncertainties we face,we believe the di

233、scussion below includes all of the risks that are material to our business.15Table of Contents 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 ou

234、r business and our prospects.Although our company has existed since 2015,we have only operated as a subsidiary of SocietyPass 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 conn

235、ection withdeveloping 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 cannotassure

236、you that we will be able to,among other things:successfully implement or execute our current business plan,and we cannot assure you that our business plan is sound;attract and retain experienced management and advisors;secure acceptance of our products and services within the industry;raise sufficie

237、nt funds in the capital markets or otherwise to effectuate our business plan;and utilize the funds that we do have and/or raise in this offering or in the future to efficiently execute our business strategy.If we cannot successfully execute any one of the foregoing,our business may not succeed and y

238、our 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 ofour future performance.For the year ended December 31,2024,the majority of

239、 our revenues were derived from the historical airfare business.We have made acquisitions in Vietnam to expand our businessgeographically 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 t

240、o increasesor 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 arenot able to expand our business,we may never become profitable and may continue to incur losses,wh

241、ich 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,ourrevenue growth rate may decline.We have incurred operating losses

242、in the past.We recorded a net loss of$787,096 for the year ended December 31,2024.We cannot guarantee that we will generate sufficient revenue to offsetour operating costs.If we cannot successfully earn revenue at a rate that exceeds the operational costs associated with our service,we will not be a

243、ble to achieve or sustain profitability orgenerate positive cash flow on a sustained basis.16Table of Contents 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

244、expendsubstantial financial and other resources on:our technology infrastructure,including website architecture,development tools,scalability,availability,performance,security,and disaster recovery measures;research and development,including investments in our research and development team;sales and

245、 marketing,including a significant expansion of our field sales organization;international expansion to increase our sales;capital expenditures,including costs related to our technology development;and general administration,including legal and accounting expenses.These investments may not result in

246、 increased revenue or growth in our business.If we fail to continue to grow our revenue and overall business,our business,operating results,and financialcondition would be harmed.If we are unable to generate significant revenue or secure additional financing,we may be unable to implement our busines

247、s 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 ouroperations for at least 12 months from the date of this prospectus.We have based this estima

248、te on assumptions that may prove to be wrong,and we could use our available capital resourcessooner 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 t

249、ime.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 beunable to continue selling our products and services,generate sufficient cash from operations,sell additional s

250、hares of Common Stock or borrow additional funds.Our inability to obtainadditional 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 objecti

251、ves,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 enhanceour existing services,expand into addit

252、ional markets or acquire complementary businesses and technologies.Accordingly,we may in the future engage in equity and debt financings to secureadditional funds.If we raise additional funds through future issuances of equity or convertible debt securities,our stockholders,including investors in th

253、is offering,could suffer significantdilution,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 futurecould also contain restrictive covenants relating to our capital-raising activit

254、ies and other financial and operational matters,which may make it more difficult for us to obtain additional capitaland 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 adequ

255、atefinancing 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 besignificantly impaired,and our business may be harmed.17Table of Contents Risks Related to Doing Business in

256、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 socialconditions or government policies in SEA could have a material adverse effect on our business an

257、d 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 revenuefrom SEA and therefore we will be exposed to general economic conditions that affect consumer co

258、nfidence,consumer spending,consumer discretionary income or changes in consumerpurchasing 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 andglobally,as well as economic conditi

259、ons 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.Anyadverse changes in economic conditions in SEA,or in the policies of the governments or o

260、f the laws and regulations in each respective market,could have a material adverse effect on theoverall 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 ourcompetitive posi

261、tion.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 globalcommercial volatility of energy prices,the impact of COVID-19,U.S.monetary policies and other markets.An economic downturn,whether actual

262、 or perceived,a further decrease in economicgrowth 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 andresults of operations.We are exposed to the risk of rental,employee relat

263、ed and other cost increases due to potential inflation in the markets in which we operate.In the past,some of thegovernments in SEA have implemented certain measures,including interest rate adjustments,currency trading band adjustments and exchange rate controls,to control the pace of economicgrowth

264、.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,co

265、ups dtat,guerilla activity orother 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 officeoperations or affect our ability to expand our user base.Uncertainties with

266、 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 assetsbased in some SEA jurisdictions.The legal systems in SEA vary significantly from jurisdiction to jurisdiction.Some jurisdiction

267、s have a civil law system based on written statutes and others are based on common law.Unlikethe 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 sy

268、stem,and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in suchmarkets.In particular,the interpretation and enforcement of these laws and regulations involve uncertainties.Since local administrative and court authorities have significant discretio

269、n ininterpreting 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 weenjoy in many of the localities that we operate in.Moreover,local courts may have broad discretion to r

270、eject enforcement of foreign awards.These uncertainties may affect our judgment on therelevance 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 legalactions or threats in a

271、ttempts 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 theUnited States.As a result,although the Company is a Nevada c

272、orporation,it may not be possible for United States investors to enforce their legal rights,to effect service of process upon ourdirectors or executive officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and executive off

273、icers under Federalsecurities 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 ofjudgments of courts with the United States.Further,it is unclear if extradition treaties now in effec

274、t 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.18Table of Contents Each jurisdiction in SEA has enacted,and may enact or amend from time to time,laws and regulations govern

275、ing the distribution of games,services,messages,applications,electronicdocuments 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 onvarious grounds,such as public interest o

276、r public security,or to otherwise be in violation of applicable laws and regulations.If any of the information on our website or that we otherwiseproduce or disseminate is deemed by any relevant government authorities to violate content restrictions,we would not be able to continue to display such c

277、ontent and could be subject topenalties,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 af

278、fect 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 retroactiveeffect.There are other circumstances where key

279、regulatory definitions are unclear,imprecise or missing,or where interpretations that are adopted by regulators are inconsistent withinterpretations 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

280、.In addition,anyadministrative 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 ou

281、r industries and business.Scrutiny and regulation ofthe 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 newlaws regarding the regulation of currency,money laundering,b

282、anking institutions,intellectual property,investment banking institutions,and consumer and data protection may be interpreted tocover information disseminated through our internet communication platforms and our investee companies.Changes in current laws or regulations or the imposition of new laws

283、and regulationsin 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 multi

284、ple 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 oper

285、ating expenses in the local currencies inthe 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 bethe case if exchange rates were stable.We cannot assure you that mov

286、ements in foreign currency exchange rates will not have a material adverse effect on our results of operations in futureperiods.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 ma

287、jority of ourrevenue 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 ourresults of operations will not be adversely affected by such volatility.19Table of Contents Restriction

288、s on currency exchange in certain SEA markets may limit our ability to receive and use our revenue effectively.The Companys subsidiaries maintain its books and record in US$.A large majority of our revenue and expenses are denominated in Indonesian Rupiah.In addition,the Companys subsidiariesare ope

289、rating 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 IndonesianRupiah(“IDR”),respectively,which are the functional currencies in which the subsidiarys operations are conducted.If revenue deno

290、minated in any of these non-U.S.currencies andU.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 currencyobligations,including,among others,payment of dividends declared,if a

291、ny,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 dividend

292、s to us maybe 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 atimely basis or at all.The imposition of barriers to trade or escalation of trade disputes could ma

293、terially 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 globaleconomy

294、 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 ourclients operate as a result of any trade dispute could adversely affect our business,financial condition and results of op

295、erations.Although we do not directly engage in international tradebusiness,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 respecti

296、ve economies and future government action,including interest rate decreases,changes inmonetary 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

297、 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,

298、in the countrieswhere 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 uncertain

299、ties include,but are not limited to,the risks of war,terrorism,nationalism,nullification of contract,changes in interest rates,imposition of capital controlsand methods of taxation.Any adverse socio-political environment may adversely affect our business,financial condition,results of operations and

300、 prospects.Although the overall economicenvironment 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 o

301、ther acts of violence or war may also adversely disrupt our operations,leading toeconomic 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 ourbusiness,financial condition and re

302、sults of operations.These events could adversely affect our clients levels of business activity and precipitate sudden significant changes in regional andglobal economic conditions and cycles.These events also pose significant risks to our people and to our business operations around the world.20Tab

303、le of Contents Russias invasion of Ukraine may present risks to our operations and investments.Russias 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.Russias military incurs

304、ion and the resulting sanctions could adversely affect global energy and financial markets and thus could affect the value of our operations and investments,even thoughwe do not have any direct exposure to Russia or the adjoining geographic regions.The extent and duration of the military action,sanc

305、tions,and resulting market disruptions are impossible topredict,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 predictthe progress or outcome of the situation in Ukraine,

306、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 advers

307、e 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 offe

308、r is intensely competitive.We compete with both established and emerging online and traditional providers of travel-related services,including online travelagencies;alternative accommodation providers;wholesalers and tour operators;travel product suppliers(including hotels,airlines and car rental co

309、mpanies);search engines and large onlineportal 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

310、have increased their focus on acquiring or launching travel products that provide increasingly comprehensive travel planning content and direct bookingcapabilities,comparable to OTAs.For example,Google has continued to add features and functionality to its Google Travel,Google Flights”,and Hotel Ads

311、 travel metasearch products.Inaddition,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 intelligencecapabilities.To the extent these actions have a negative effect on our search t

312、raffic 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

313、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 continu

314、ed 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 asgreater financial resources or name recogn

315、ition,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 year ended December 31,2024,the Company had a single custo

316、mer that constituted 22.94%of its revenue,with accounts receivable of$0 at the year-end.For the year ended December 31,2023,the Company had a single customer that constituted 16.40%of its revenues,with accounts receivable of$0 at the year-end.There are inherent risks whenever a large percentage of t

317、otal revenues are concentrated with a limited number of customers.It is not possible for us to predict the future levelof 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,re

318、venuesfrom 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 ordelayed sales due to market,economic or competitive conditions,it could have an adverse effect on our margins

319、and financial position,and could negatively affect our revenues and results ofoperations and/or trading price of our common stock.21Table of Contents Our business depends on our relationships with travel suppliers and other B2B partners.An important component of our business success depends on our a

320、bility to maintain and expand relationships with travel suppliers,and B2B partners.No assurance can be given that our travelsuppliers 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

321、 revenue andmargins 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 beadversely affected.Our abilit

322、y 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 customersand retain existing customers is in large part on our ability to continue to offer competitive prices and a superior user e

323、xperience.If we fail to grow our customer and supplier base,we may notbe 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 tr

324、avel industry.Factors that could negatively affect the travel industry in general and our business inparticular,potentially materially,include:macroeconomic concerns,including recessions,political instability and geopolitical conflicts,trade disputes,significant fluctuations in currencyvalues,sovere

325、ign 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

326、terrorism,natural disasters,travel-related accidents or grounding of aircraftdue 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

327、capacity and airline ticket prices and the imposition of taxes orsurcharges 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 behavio

328、r 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 andfinancial performance over the short and long-term.In addition,the disruption of

329、the existing travel plans of a significant number of travelers upon the occurrence of certain events,such assevere weather conditions,actual or threatened terrorist activity,war or travel-related health events,could result in significant additional costs and decrease our revenues.22Table of Contents

330、 We have acquired and invested in,and may continue to acquire or invest in,other companies or technologies,which could divert managements attention and otherwise disrupt ouroperations and harm our operating results.We may fail to acquire or invest in companies whose market power or technology could

331、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 orenhance our capabilities or content offerings,or otherwise offer

332、growth opportunities.Pursuit of future potential acquisitions or investments may divert the attention of management and causeus to incur various expenses in identifying,investigating,and pursuing suitable opportunities,whether or not they are consummated.In addition,we have limited experience acquir

333、ing andintegrating 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 companieswhose 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