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Nasdaq warns NusaTrip (NUTR) over late 10-K and 10-Q, setting 2026 deadlines

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

NusaTrip Incorporated reported that it received a delinquency notification letter from Nasdaq on May 27, 2026 because it did not 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. Nasdaq Listing Rule 5250(c)(1) requires timely filing of all periodic reports with the SEC.

The notice does not immediately affect the listing of NusaTrip’s common stock on Nasdaq, but the shares will be subject to delisting if the company does not regain compliance. NusaTrip has 60 calendar days, until July 27, 2026, to submit a plan to regain compliance and may receive up to October 12, 2026 to become current if Nasdaq accepts that plan. The company states it is working diligently and expects to file the delinquent reports within the initial 60-day period.

Positive

  • None.

Negative

  • Nasdaq delinquency and delisting risk: NusaTrip received a Nasdaq delinquency notice on May 27, 2026 for failing to timely file its Form 10-K for the period ended December 31, 2025 and Form 10-Q for the period ended March 31, 2026, and its shares will be subject to delisting if compliance is not regained by the allowed deadlines.

Insights

Nasdaq delinquency notice creates listing risk if filings stay delayed.

NusaTrip Incorporated has fallen behind on two key SEC reports, triggering a Nasdaq delinquency notification under Listing Rule 5250(c)(1). The rule focuses on timely financial reporting, so this is fundamentally a compliance and disclosure issue rather than an operating event.

The company has until July 27, 2026 to submit a compliance plan and could have until October 12, 2026 to cure the deficiency if Nasdaq accepts that plan. Until then, the stock remains listed, but continued delays could lead to a delisting determination and an appeal process before a Nasdaq Hearings Panel.

The company indicates it expects to complete the delinquent Form 10-K and Form 10-Q within the initial 60-day window, which would remove the immediate compliance issue if achieved. Actual impact on investors will depend on whether those filings are made by the stated deadlines and what those financial reports contain.

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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Delinquency notice date May 27, 2026 Date Nasdaq Listing Qualifications Staff sent delinquency notification letter
Initial compliance plan deadline July 27, 2026 60-day deadline to submit plan to regain Nasdaq compliance
Extended cure deadline October 12, 2026 Potential 180-day period from Form 10-K due date to regain compliance
Delinquent Form 10-K period end December 31, 2025 Period covered by the late Annual Report on Form 10-K
Delinquent Form 10-Q period end March 31, 2026 Period covered by the late Quarterly Report on Form 10-Q
Nasdaq Listing Rule 5250(c)(1) regulatory
"non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result of the Company’s failure to timely file"
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.
delinquency notification letter regulatory
"received a delinquency notification letter (the “Notice”) from the Listing Qualifications Staff"
A delinquency notification letter is a formal notice sent by a lender or servicer to a borrower informing them that a scheduled payment has been missed and outlining next steps, fees, or deadlines to cure the delinquency. For investors, these letters signal higher credit risk in a loan portfolio—like a red flag on a borrower’s payment behavior—and can foreshadow reduced cash flow, higher collection costs, or eventual default that affect returns.
Listing Qualifications Staff regulatory
"delinquency notification letter (the “Notice”) from the Listing Qualifications Staff (the “Staff”) of the Nasdaq Stock Market LLC"
Listing qualifications staff are the exchange employees who review and monitor whether a company meets the rules required to be listed on a stock exchange, similar to referees checking that players follow the game’s rules. They assess financial filings, corporate governance, and ongoing disclosures, and can flag problems, request corrective steps, or recommend suspension or delisting. Investors care because their determinations affect a company’s ability to trade publicly and can signal increased risk or regulatory trouble.
Nasdaq Hearings Panel regulatory
"the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel"
A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.
forward-looking statements regulatory
"This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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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

 

 

 

FAQ

Why did NusaTrip Incorporated (NUTR) receive a Nasdaq delinquency notice?

NusaTrip received a Nasdaq delinquency notice because it failed to timely file its Form 10-K for the period ended December 31, 2025 and Form 10-Q for the period ended March 31, 2026, as required by Nasdaq Listing Rule 5250(c)(1).

Does the Nasdaq delinquency notice immediately affect NusaTrip (NUTR) stock listing?

The delinquency notice has no immediate effect on NusaTrip’s Nasdaq listing. However, if the company does not regain compliance with Listing Rule 5250(c)(1), its securities will become subject to delisting after Nasdaq’s compliance and appeal processes conclude.

What deadlines has Nasdaq given NusaTrip (NUTR) to regain compliance?

NusaTrip has 60 calendar days, until July 27, 2026, to submit a plan to regain compliance. If Nasdaq accepts the plan, the company may have until October 12, 2026 to file its delinquent reports and cure the listing deficiency.

Which SEC reports is NusaTrip (NUTR) late in filing with the SEC?

NusaTrip is late in filing two reports: 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. Together, these are described as the company’s delinquent filings.

How does NusaTrip (NUTR) plan to address the Nasdaq listing deficiency?

NusaTrip states that it is working diligently to complete its delinquent Form 10-K and Form 10-Q and expects to file them within the 60-day period ending July 27, 2026, which would eliminate the need to submit a formal compliance plan to Nasdaq.

What happens if Nasdaq does not accept NusaTrip’s (NUTR) compliance plan?

If Nasdaq does not accept NusaTrip’s compliance plan, the company will have an opportunity to appeal the decision to a Nasdaq Hearings Panel. During this process, the listing outcome will depend on the panel’s review and the company’s subsequent actions.

Filing Exhibits & Attachments

5 documents