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2026-08-03
2026-08-03
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 3, 2026
NusaTrip
Incorporated
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-42519 |
|
99-2217461 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
28F
AIA Central, Jl. Jend. Sudirman No.Kav. 48A, RT.5/RW.4,Karet, Semanggi,
Kota
Jakarta Selatan,
Daerah
Khusus Ibukota, Jakarta, Indonesia |
|
12930 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code +62 21 5060 8747
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.0001 per share |
|
NUTR |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
Emerging
Growth Company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
August 3, 2026, Nusatrip Incorporated (the “Company”) received a letter (the “Delisting Letter”) from The Nasdaq
Stock Market LLC (“Nasdaq”) notifying the Company that Nasdaq Listing Qualifications Staff has determined to delist the Company’s
securities from Nasdaq pursuant to Nasdaq Listing Rules 5101 and IM-5101-4.
The
Delisting Letter cited factors including the SEC’s trading suspension in October 2025 related to potential manipulation, the Company’s
failure to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and its Quarterly Report on Form 10-Q for
the period ended March 31, 2026, and public interest concerns. The Company’s failure to comply with Nasdaq Listing Rule 5250(c)(1)
due to these delinquent filings serves as an additional basis for delisting.
In
addition, Society Pass Incorporated (“SOPA”) controls 78% of the voting power of the Company’s outstanding voting securities.
On May 14, 2026, SOPA disclosed that it, together with its subsidiary SoPa, Inc., had filed for Chapter 11 bankruptcy protection. As
a result, 78% of the Company’s outstanding voting securities is subject to the bankruptcy process, the timing and outcome of which
remain unknown. This uncertainty raises public interest concerns making the continued listing of the Company’s securities inadvisable
and serves as an additional and separate basis for delisting.
Unless
the Company requests an appeal of Nasdaq’s determination by August 10, 2026, trading of the Company’s securities will be
suspended at the opening of business on August 12, 2026, and a Form 25-NSE will be filed with the SEC to remove the Company’s securities
from listing and registration on The Nasdaq Stock Market.
The
Company does not intend to appeal Nasdaq’s determination and intends to seek quotation of its common stock on the Over-the-counter
Market.
Item
8.01. Other Events.
On
August 7, 2026, the Company issued a press release announcing the Delisting Letter. A copy of the press release is attached as Exhibit
99.1 to this Current Report.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release dated August 7, 2026 |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Date:
August 7, 2026 |
NusaTrip
Incorporated |
| |
|
|
| |
|
/s/
Tjin Patrick Soetanto |
| |
Name: |
Tjin
Patrick Soetanto |
| |
Title: |
Chief
Executive Officer |