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2025-09-05
2025-09-05
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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): September 5, 2025
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
1.01 Entry into a Material Definitive Agreement.
As
previously disclosed, on August 18, 2025, NusaTrip Incorporated, a Nevada corporation (the “Company”) (Nasdaq: NUTR), consummated
its initial public offering (the “IPO”) of 3,750,000 shares of the Company’s common stock, $0.0001 par value per share
(each, a “Common Stock” and the Common Stocks sold in the IPO are hereafter referred as the “IPO Shares”). The
Company has also granted the underwriters a 45-day option to purchase up to an additional 562,500 Common Stocks to cover over-allotments
(the “Over-Allotment Shares”), if any (the “Over-Allotment Option”).
On
September 5, 2025, the Company issued and sold to the underwriter 562,500 Common Stocks at a price of $4.00 per share, pursuant to the
full exercise of the Over-Allotment Option, resulting in additional gross proceeds of approximately $2,250,000. As a result, the Company
has raised aggregate gross proceeds of $17,250,000 in the IPO, including the exercise of the Over-Allotment Option, prior to deducting
underwriting discounts and commissions and estimated offering expenses payable by the Company.
This
report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under
the securities laws of any such state or jurisdiction.
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: September 5, 2025 |
NusaTrip Incorporated |
| |
|
|
| |
/s/
Tjin Patrick Soetanto |
| |
Name: |
Tjin Patrick Soetanto |
| |
Title: |
Chief Executive Officer |
