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2026-02-05
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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): February 5, 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
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Departure
of Chief Executive Officer
On
May 17, 2026, the Board terminated the employment of Anson Neo (“Mr. Neo”) as Chief Executive Officer of the Company, effective
immediately. Mr. Neo also no longer acted in any officer, management, banking, administrative, platform access, or other authorized capacities
with the Company and its subsidiaries.
The
Board determined that Mr. Neo’s termination constituted a termination for cause under the applicable employment agreement. Mr.
Neo will be entitled to final compensation required under the applicable employment agreement and applicable law.
There
were no disagreements between Mr. Neo and the Company on any matter relating to the Company’s operations, policies, or practices
required to be disclosed under Item 5.02 of Form 8-K.
Departure
of Chief Financial Officer
On
May 17, 2026, the Board terminated the employment of Tan Yee Siong (“Mr. Tan”) as Chief Financial Officer of the Company,
effective immediately. Mr. Tan also no longer acted in any officer, management, banking, administrative, platform access, or other authorized
capacities with the Company and its subsidiaries.
The
Board determined that Mr. Tan’s termination constituted a termination for cause under the applicable employment agreement. Mr.
Tan will be entitled only to final compensation required under the applicable employment agreement and applicable law.
There
were no disagreements between Mr. Tan and the Company on any matter relating to the Company’s operations, policies, or practices
required to be disclosed under Item 5.02 of Form 8-K.
Appointment
of Chief Executive Officer
On
May 17, 2026, the Board appointed Tjin Patrick Soetanto (“Mr. Soetanto”) as Chief Executive Officer of the Company, effective
immediately, subject to the finalization of mutually acceptable employment or consulting terms approved by the Board or an authorized
committee of the Board. Any employment or consulting arrangements that may be entered into with Mr. Soetanto will be disclosed if and
to the extent required by applicable law and securities regulations.
Mr.
Soetanto has extensive professional experience in senior leadership and operations management. He was appointed as Head of Hotel of the
Company effective November 1, 2025. Prior to that, he had served as the Company’s Chief Executive Officer beginning in June 2023.
As Head of Hotel and previously as Chief Executive Officer, Mr. Soetanto managed and coordinated supply chain operations, network and
operations planning, vendor contracts, and process improvement initiatives, and worked closely with the Company’s technology, marketing,
sales, and finance teams to define and implement operational strategy, structure, and processes. Mr. Soetanto was initially hired by
Society Pass Incorporated (“SOPA”), the parent company of the Company, in August 2022 as Indonesian General Manager and was
promoted to serve as SOPA’s Chief Operating Officer in May 2023. Mr. Soetanto has more than 20 years of experience in the textile
and viscose fiber business connecting all Indonesian spinning mill using South Pacific Viscose (SPV) fiber. Immediately prior to his
work at SOPA, Mr. Soetanto was a director of SPV which is part of Lenzing Group for 7 years and became a commissioner in 2017. He also
started a sustainable clothing brand to create awareness of Lenzing’s Tencel and Ecovero brand. Moreover, Mr. Soetanto set up a
new logistics division in 2017 which became a part of Salim group, increasing its valuation in terms of growth and expansion. Previously
Mr. Soetanto was also involved in Carbon Finance and Trading as he helps set up Aretae’s Indonesian subsidiary. Mr. Soetanto has
a Bachelor of Arts focused in International Business from Loyola Marymount University.
To
the Company’s knowledge, there are no family relationships between Mr. Soetanto and any director or executive officer of the Company,
and Mr. Soetanto does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a)
of Regulation S-K.
Appointment
of Chief Financial Officer
On
May 17, 2026, the Board appointed Wallace Tzi Chun Foo (“Mr. Foo”) as Chief Financial Officer of the Company, effective immediately,
subject to the finalization of mutually acceptable employment or consulting terms approved by the Board or an authorized committee of
the Board. Any employment or consulting arrangements that may be entered into with Mr. Foo will be disclosed if and to the extent required
by applicable law and securities regulations.
Mr.
Foo has over 30 years of professional experience in investment banking and corporate finance. He has held Managing Director positions
at major international investment banks, including Credit Suisse and CCB International, where he was responsible for managing large,
complex transactions for clients in different industries across Asia. At present, he is also acting as chief executive officer of Ascendance
Group Limited, an investment management company engaged in identifying, acquiring, managing and holding investments in early-stage technology
companies globally, as well as providing strategic business consultancy services. From 2017 to 2022, he was the Managing Director of
Tongfang Capital Limited, a subsidiary of Tsinghua Tongfang Co., Ltd. (SHA:600100), with overall management responsibilities. Mr. Foo
is a CFA charterholder and received his MBA from McGill University.
To
the Company’s knowledge, there are no family relationships between Mr. Foo and any director or executive officer of the Company,
and Mr. Foo does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a)
of Regulation S-K.
Departure
of Director
On
January 27, 2026, Richard Hou notified NusaTrip Incorporated (the “Company”) of his resignation from the Board of Directors
of the Company (the “Board”), effective February 5, 2026. Mr. Hou served as an independent director, a member of the Audit
Committee, and the chair of the Nominating and Corporate Governance Committee. Mr. Hou’s resignation was not the result of any
disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Appointment
of Director
On
February 5, 2026, the Board appointed Xin Li (“Mr. Li”) as a director of the Company, effective February 5, 2026. The Board
has determined that Mr. Li qualifies as an “independent director” under the applicable listing standards of the Nasdaq Capital
Market. In connection with his appointment, Mr. Li was named to the Audit Committee and the Nominating and Corporate Governance Committee,
and the Board designated him as chairperson of the Nominating and Corporate Governance Committee, in each case effective as of his appointment.
Mr.
Li, age 49, has more than 15 years of engineering and technology leadership experience across cloud computing, data analytics and industrial
solutions. Since May 2018, he has served as a Principal Cloud Architect at Amazon, focusing on cloud solution development. From February
2017 to March 2018, he was a Data Analytics Manager at Envision, serving as a software solution developer. From August 2014 to December
2016, Mr. Li was a Senior Manager at Aker Solutions, where he served as a control product line manager. From August 2011 to July 2014,
he was an Engineering Manager at FMC Technologies, where he led power engineering initiatives. Mr. Li holds an M.B.A. from the University
of Minnesota (2010), a Ph.D. in Mechanical Engineering from the University of Houston (2005), and both an M.S. (2001) and a B.S. (1998)
in Mechanical Engineering from Shanghai Jiao Tong University.
To
the Company’s knowledge, there are no family relationships between Mr. Li and any director or executive officer of the Company,
and Mr. Li does not have a direct or indirect material interest in any transaction required to be disclosed under Item 404(a) of Regulation
S-K.
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:
May 20, 2026 |
NusaTrip
Incorporated |
| |
|
|
| |
|
/s/
Heather Maynard |
| |
Name: |
Heather
Maynard |
| |
Title: |
Director
and Chairwoman of the Board |
