STOCK TITAN

NusaTrip Incorporated (NASDAQ: NUTR) to move off Nasdaq after delisting

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

NusaTrip Incorporated reported that on August 3, 2026 it received a determination from Nasdaq Listing Qualifications Staff to delist its common stock under Nasdaq Listing Rules 5101 and IM-5101-4. Nasdaq cited the SEC’s October 2025 trading suspension related to potential manipulation, delinquent 2025 Form 10-K and Q1 2026 Form 10-Q, and public interest concerns, including noncompliance with Listing Rule 5250(c)(1).

The company also noted that Society Pass Incorporated (SOPA) controls 78% of its outstanding voting securities and that SOPA and a subsidiary filed for Chapter 11 on May 14, 2026, placing those shares into the bankruptcy process. NusaTrip does not intend to appeal, so Nasdaq trading is expected to be suspended on August 12, 2026, while the company seeks quotation of its common stock on the over-the-counter market.

Positive

  • None.

Negative

  • Nasdaq delisting and trading suspension expected, with Nasdaq trading to cease on August 12, 2026.
  • Delinquent SEC reports, including the 2025 Form 10-K and Q1 2026 Form 10-Q, cited as listing violations.
  • 78% voting control held by SOPA is subject to Chapter 11, adding governance and bankruptcy-related uncertainty.

Insights

Analyzing...

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Voting power controlled by SOPA 78% Society Pass Incorporated controls 78% of NusaTrip’s outstanding voting securities
Nasdaq delisting letter date August 3, 2026 Date Nasdaq Listing Qualifications Staff determined to delist NusaTrip securities
Appeal deadline August 10, 2026 Last date NusaTrip could request an appeal of Nasdaq’s determination
Expected trading suspension date August 12, 2026 Date Nasdaq trading in NusaTrip securities is expected to be suspended
Delinquent Form 10-K year-end December 31, 2025 Fiscal year-end for the overdue Annual Report on Form 10-K
Delinquent Form 10-Q quarter-end March 31, 2026 Quarter-end for the overdue Quarterly Report on Form 10-Q
SOPA Chapter 11 filing date May 14, 2026 Date SOPA and subsidiary SoPa, Inc. filed for Chapter 11
Nasdaq Listing Rules 5101 and IM-5101-4 regulatory
"to delist the Company’s securities from Nasdaq pursuant to Nasdaq Listing Rules 5101 and IM-5101-4"
Nasdaq Listing Rule 5250(c)(1) regulatory
"The Company’s failure to comply with Nasdaq Listing Rule 5250(c)(1) due to these delinquent filings"
Nasdaq Listing Rule 5250(c)(1) requires companies listed on the Nasdaq stock exchange to promptly notify the exchange if their stock price falls below a certain minimum level, known as the "initial listing standards." This rule helps ensure that investors are aware of significant declines in a company's stock value, which could signal financial trouble or increased risk. Essentially, it helps maintain transparency and protect investors by keeping them informed about important changes in a company's stock performance.
Chapter 11 bankruptcy protection regulatory
"had filed for Chapter 11 bankruptcy protection"
Chapter 11 bankruptcy protection is a legal process that lets a financially troubled company pause creditor actions and reorganize its debts and operations under court oversight, often continuing to operate while it creates a plan to pay creditors. For investors, it matters because the company’s existing shares and debt can be drastically reduced or reshaped during the restructuring, so equity may be wiped out or diluted while creditors’ claims are prioritized—think of it as a court-ordered time‑out to redraw the company’s financial map.
Form 25-NSE regulatory
"a Form 25-NSE will be filed with the SEC to remove the Company’s securities"
Form 25‑NSE is an official filing used to notify the stock exchange that a company’s securities are being removed from trading on that exchange, similar to handing in a key when a shop closes. Investors care because removal ends public trading on that venue, often cutting liquidity and making it harder to buy or sell shares, which can affect a stock’s price and how quickly investors can access cash or exit positions.
Over-the-counter Market financial
"intends to seek quotation of its common stock on the Over-the-counter Market"
A market where securities are bought and sold directly between dealers and brokers instead of on a centralized stock exchange. Think of it like a neighborhood bazaar compared with a big supermarket: prices and rules can vary, oversight is lighter, and some instruments are harder to trade or riskier. Investors care because OTC listings can offer access to small or specialized investments but often come with higher price volatility, lower liquidity, and greater information risk.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did NusaTrip Incorporated (NUTR) disclose about its Nasdaq listing status?

NusaTrip disclosed that Nasdaq staff determined on August 3, 2026 to delist its common stock under Listing Rules 5101 and IM-5101-4. The company does not plan to appeal and expects Nasdaq trading suspension to begin on August 12, 2026.

Why is Nasdaq seeking to delist NusaTrip (NUTR) shares?

Nasdaq cited the SEC’s October 2025 trading suspension, NusaTrip’s failure to file its 2025 Form 10-K and Q1 2026 Form 10-Q, and public interest concerns, including noncompliance with Listing Rule 5250(c)(1), as reasons to delist the company’s securities.

How much control does Society Pass have over NusaTrip (NUTR) and why is it important?

Society Pass Incorporated controls about 78% of NusaTrip’s outstanding voting securities. SOPA and a subsidiary filed for Chapter 11 on May 14, 2026, so those shares are in the bankruptcy process, which Nasdaq viewed as an additional public interest concern.

When will NusaTrip (NUTR) Nasdaq trading likely be suspended?

Unless NusaTrip appeals by August 10, 2026, Nasdaq trading in its securities will be suspended at the market open on August 12, 2026. The company has stated that it does not intend to appeal this determination.

Where does NusaTrip (NUTR) plan for its stock to trade after Nasdaq delisting?

NusaTrip stated that, following Nasdaq delisting, it intends to seek quotation of its common stock on the over-the-counter market. This would provide an alternative venue for trading once Nasdaq listing and registration are removed.

Which SEC reports is NusaTrip (NUTR) currently delinquent in filing?

NusaTrip has not filed its Annual Report on Form 10-K for the year ended December 31, 2025 or its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and these delinquencies were cited by Nasdaq.
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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)

 

2
 

 

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

 

3

 

Filing Exhibits & Attachments

4 documents