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2026-05-27
2026-05-27
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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): May 27, 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
May 27, 2026, NusaTrip Incorporated (the “Company”) received a delinquency notification letter (the “Notice”)
from the Listing Qualifications Staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) due to the Company’s
non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result of the Company’s failure to timely
file its Annual Report on Form 10-K for the period ended December 31, 2025 and its Quarterly Report on Form 10-Q for the period ended
March 31, 2026 (collectively, the “Delinquent Filings”). The Listing Rule requires listed companies to timely file all required
periodic financial reports with the Securities and Exchange Commission (the “SEC”).
This
Notice has no immediate effect on the listing of the Company’s securities on Nasdaq. However, if the Company fails to timely regain
compliance with the Listing Rule, the Company’s securities will be subject to delisting from Nasdaq.
The
Notice provides that the Company has 60 calendar days, or July 27, 2026, to submit to Nasdaq a plan to regain compliance with the Nasdaq
Listing Rule. If Nasdaq accepts the Company’s plan, then Nasdaq may grant the Company up to 180 calendar days from the Form 10-K’s
due date, or until October 12, 2026, to regain compliance. If Nasdaq does not accept the Company’s plan, then the Company will
have the opportunity to appeal that decision to a Nasdaq Hearings Panel.
The
Company is working diligently to complete its Delinquent Filings and expects to file its Delinquent Filings within the 60-day period
described above, and thereby regain compliance with the Listing Rule. As required under Nasdaq Listing Rule 5810(b), the Company issued
a press release on June 1, 2026, announcing that it had received the Notice. A copy of this press release is attached as Exhibit
99.1 to this Form 8-K.
| Item
9.01 |
Financial
Statements and Exhibits |
(c)
Exhibits:
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press
Release dated June 1, 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:
June 1, 2026 |
NusaTrip
Incorporated |
| |
|
|
| |
|
/s/
Tjin Patrick Soetanto |
| |
Name: |
Tjin
Patrick Soetanto |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1

NusaTrip
Incorporated (Nasdaq: NUTR)
Nasdaq
delinquency notification letter (the “Notice”)
Jakarta,
Indonesia (GLOBE NEWSWIRE) – June 1, 2026 – NusaTrip Incorporated (Nasdaq: NUTR) (the “Company”),
a travel ecosystem with geographical specialization in Southeast Asia and Asia-Pacific, today announced that it has received the notice
of delinquency letter from the Nasdaq Stock Market LLC (“Nasdaq”).
A
copy of the Company’s Current Report on Form 8-K relating to this matter is available on the U.S. Securities and Exchange Commission’s
website at www.sec.gov.
On
May 27, 2026, NusaTrip Incorporated (the “Company”) received a delinquency notification letter (the “Notice”)
from the Listing Qualifications Staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) due to the Company’s
non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result of the Company’s failure to timely
file (i) its Annual Report on Form 10-K for the period ended December 31, 2025 and (ii) its Quarterly Report on Form 10-Q for the period
ended March 31, 2026 (collectively, the “Delinquent Filings”). The Listing Rule requires listed companies to timely file
all required periodic financial reports with the Securities and Exchange Commission (the “SEC”).
This
Notice has no immediate effect on the listing of the Company’s securities on Nasdaq. However, if the Company fails to timely regain
compliance with the Listing Rule, the Company’s securities will be subject to delisting from Nasdaq.
The
Notice provides that the Company has 60 calendar days, or July 27, 2026, to submit to Nasdaq a plan to regain compliance with the Nasdaq
Listing Rule. If Nasdaq accepts the Company’s plan, then Nasdaq may grant the Company up to 180 calendar days from the Form 10-K’s
due date, or until October 12, 2026, to regain compliance. If Nasdaq does not accept the Company’s plan, then the Company will
have the opportunity to appeal that decision to a Nasdaq Hearings Panel.
The
Company is working diligently to complete and file the Delinquent Filings within the 60-day period described above, which would eliminate
the need for the Company to submit a formal plan to regain compliance.
About
NusaTrip Incorporated
Established
in 2015 and headquartered in Jakarta, Indonesia, NusaTrip Incorporated is a travel ecosystem with geographical specialization in Southeast
Asia (SEA) and Asia-Pacific (APAC). NusaTrip is an acquisitions-focused company. Mergers and acquisitions of offline travel agencies
play a pivotal role in our growth strategy. We have demonstrated an ability to execute accretive and synergistic acquisitions as well
as integrate and fundamentally improve our acquired businesses. We have completed acquisitions of VLeisure and VIT, both travel companies
in Vietnam. We will 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. We aim to bring travelers from the
rest of the world to SEA and APAC (inbound travel) and bring travelers from SEA and APAC to the rest world (outbound travel).
We
are the first Indonesian-based online travel agent (OTA) in Indonesia to receive International Air Transport Association (IATA) accreditation.
IATA gives OTA’s access to all airline fares and inventories. For being the first IATA-accredited OTA in Indonesia, we have first-hand
fares from both full-service and low-cost carriers.
Please
visit the Company’s website at: https://www.nusatrip.com/
Forward-Looking
Statements
This
press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the
Private Securities Litigation Reform Act of 1995, including statements regarding the timing and completion of the Company’s delinquent
periodic reports, the Company’s ability to regain compliance with Nasdaq Listing Rule 5250(c)(1), and the Company’s continued
listing on The Nasdaq Stock Market LLC. You can identify forward-looking statements by the fact that they do not relate strictly to historical
or current facts. These statements may include words such as “anticipate”, “estimate”, “expect”,
“project”, “plan”, “intend”, “believe”, “may”, “will”, “should”,
“can have”, “likely” and other words and terms of similar meaning. Forward-looking statements represent NusaTrip
Incorporated’s current expectations regarding future events and are subject to known and unknown risks and uncertainties that could
cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are
the Company’s ability to timely complete and file the Delinquent Filings, the acceptance of any compliance plan by Nasdaq, the
potential for additional Nasdaq listing deficiencies, and general risks relating to the Company’s business and financial condition.
For
a further description of the risks and uncertainties relating to NusaTrip Incorporated’s business in general, see the final prospectus
filed in connection with the Company’s initial public offering and NusaTrip Incorporated’s current and future reports filed
with the SEC.
Contact
Information:
NusaTrip
Incorporated
Tjin
Patrick Soetanto
Chief
Executive Officer
patrick@nusatrip.com
Skyline
Corporate Communications Group, LLC
Scott
Powell, President
1177
Avenue of the Americas, 5th Floor
New
York, New York 10036
Office:
(646) 893-5835 x2
Email:
info@skylineccg.com