UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c) of the
Securities
Exchange Act of 1934
Check
the appropriate box:
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Preliminary
Information Statement |
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Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
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Definitive
Information Statement |
NusaTrip
Incorporated
(Name
of Registrant as Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
| ☒ |
No
fee required. |
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| ☐ |
Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11 |
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| ☐ |
Fee
paid previously with preliminary materials. |
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| ☐ |
Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
filing. |
NUSATRIP
INCORPORATED
28F
AIA Central, Jl. Jend. Sudirman No.Kav. 48A, RT.5/RW.4,Karet, Semanggi,
Kota
Jakarta Selatan,
Daerah
Khusus Ibukota, Jakarta, Indonesia
+62
21 5060 8747
INFORMATION
STATEMENT
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
To
Our Stockholders:
This
Information Statement is first being mailed on or about [__], 2026 to the holders of record of the outstanding common stock, $0.0001
par value per share (the “Common Stock”) of NusaTrip Incorporated, a Nevada corporation (the “Company”), as of
the close of business on [__], 2026 (the “Record Date”), pursuant to Rule 14c-2 promulgated under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). This Information Statement relates to actions taken by written consent in lieu
of a meeting, May 1, 2026 (the “Written Consent”) of the stockholder of the Company owning a majority of the outstanding
of the voting power of the Company (the “Majority Stockholder”) as of the Record Date. Except as otherwise indicated by the
context, references in this Information Statement to “Company,” “we,” “us,” or “our”
are references to NusaTrip Incorporated.
The
Written Consent approved the issuance of 8,000,000 shares of the Company’s Common Stock (the “Stock Issuance”) to Ascendance
Group Limited, the sole shareholder of Ascendance Investment I Limited, a British Virgin Islands corporation (“Ascendance Investment
I”), in exchange for 1,000 shares of common stock, par value $1.00 per share, of Ascendance Investment I (the “Consideration
Shares”), which constitutes 100% of all outstanding capital stock of Ascendance Investment I. The Company has entered into a subscription
agreement with Ascendance Group Limited to acquire all such Consideration Shares. SOPA Capital Limited (“SOPA Capital”),
the holder of 75,000 shares of the Company’s Series X Super Voting Preferred Stock (the “Series X Preferred Stock”),
representing 75,000,000 votes, or approximately 79.47% of the voting power of all outstanding capital stock of the Company as of May
1, 2026, executed the Written Consent approving the Stock Issuance. SOPA Capital is a holding company which is jointly owned by Dennis
Nguyen, the founder of Society Pass Incorporated (“Society Pass”), and Raynauld Liang, the Chief Executive Officer of Society
Pass. Society Pass is the majority shareholder of the Company.
The
Written Consent constitutes the consent of a majority of the voting power of the Corporation’s capital stock and is sufficient
under the General Corporation Law of the State of Nevada (“NRS”) and our Bylaws to approve the action described herein. Accordingly,
the Stock Issuance is not presently being submitted to our other stockholders for a vote. Pursuant to Rule 14c-2 under the Securities
Exchange Act of 1934, as amended, the actions described herein will not be implemented until a date at least 20 days after the date on
which this Information Statement has been first mailed to the stockholders.
PLEASE
NOTE THAT THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED
HEREIN. THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING STOCKHOLDERS OF THE MATTERS DESCRIBED
HEREIN PURSUANT TO SECTION 14(C) OF THE EXCHANGE ACT AND THE REGULATIONS PROMULGATED THEREUNDER, INCLUDING REGULATION 14C.
By
Order of the Board of Directors,
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| Heather
Maynard |
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| Director
and Chairwoman of the Board and Director |
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GENERAL
INFORMATION
This
Information Statement is being first mailed on or about May 1, 2026, to stockholders of the Company by the Board of Directors
(the “Board”) to provide material information regarding corporate action that has been approved by the Written Consent of
the Majority Stockholder.
The
consent of the Majority Stockholder constitutes the stockholder approval required for the Stock Issuance, pursuant to Nasdaq Listing
Rule 5635(d), in accordance with the Company’s Bylaws (the “Bylaws”) and Nevada Revised Statute (“NRS”)
78.320.2, and, as a result, no further action by any other stockholder is required to approve the Stock Issuance, and we have not and
will not be soliciting your approval of the Stock Issuance. This Information Statement and the documents incorporated herein by reference
shall constitute notice to you of the action by Majority Stockholder consent in accordance with Nevada law and the Exchange Act. Nasdaq
Listing Rule 5635(d) requires stockholder approval prior to issuing 20% or more of the outstanding shares of the Company’s common
stock at a price that is less than the lower of: (i) the Nasdaq official closing price; or (ii) the average Nasdaq official closing price
of the common stock for the five trading days immediately preceding the signing of the binding agreement. Because the 8,000,000 shares
of Common Stock to be issued in exchange for the Consideration Shares constitute more than 20% of the outstanding common stock of the
Company, stockholder approval was required.
This
Information Statement is being furnished to all holders of the Company’s Common Stock pursuant to Section 14(c) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, solely to inform
stockholders of the corporate action before it takes effect. In accordance with Exchange Act Rule 14c-2, the Stockholder Consent will
become effective no sooner than twenty (20) calendar days following the mailing of this Information Statement.
Only
one copy of this Information Statement is being delivered to two or more stockholders who share an address unless we have received contrary
instruction from one or more of such stockholders. We will promptly deliver, upon written or oral request, a separate copy of the Information
Statement to a security holder at a shared address to which a single copy of the document was delivered. If you would like to request
additional copies of the Information Statement, or if in the future you would like to receive multiple copies of information statements
or proxy statements, or annual reports, or, if you are currently receiving multiple copies of these documents and would, in the future,
like to receive only a single copy, please so instruct us by writing to the corporate secretary at the Company’s executive offices
at the address specified above.
PLEASE
NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE
MATTERS DESCRIBED HEREIN.
The
entire cost of furnishing this Information Statement will be borne by the Company. We will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the Common Stock held of record
by them.
AUTHORIZATION
BY THE BOARD OF DIRECTORS
AND
THE MAJORITY STOCKHOLDER
Nasdaq
Listing Rule 5635(d) requires stockholder approval prior to issuing 20% or more of the outstanding shares of the Company’s common
stock at a price that is less than the lower of: (i) the Nasdaq official closing price; or (ii) the average Nasdaq official closing price
of the common stock (as reported on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement.
Because the Stock Issuance involves the issuance of 8,000,000 shares of the Company’s Common Stock in exchange for the Consideration
Shares, which constitutes more than 20% of the outstanding common stock of the Company, stockholder approval was required under Nasdaq
Listing Rule 5635(d).
The
majority stockholder consent constitutes the only stockholder approval required for the Stock Issuance under section 13 of the Company’s
Bylaws (the “Bylaws”) and Nevada Revised Statute (“NRS”) 78.320.2, and, as a result, no further action by any
other stockholder is required to approve the Stock Issuance. We have not and will not be soliciting your approval of the Stock Issuance.
This Information Statement and the documents incorporated herein by reference shall constitute notice to you of the action by Majority
Stockholder Consent in accordance with Nevada law and the Exchange Act.
Under
Section 78.320.2 of the Nevada Revised Statutes, the written consent of stockholders holding a majority of the voting power allocated
to our voting shares may be substituted for an annual or special meeting of the stockholders, provided that such written consent sets
forth the action so taken and is signed by the holders of outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares entitled to vote upon were present and voted. This Information
is first being mailed on or about [__], 2026, to our stockholders and is being delivered to inform you of the corporate action described
herein.
On
the Record Date, the Company had 19,379,168 shares of Common Stock of the Company outstanding issued and outstanding with the holders
thereof being entitled to cast one vote per share and 75,000 shares of Series X Preferred Stock issued and outstanding with the holder
thereof being entitled to cast 1,000 votes per share.
CONSENTING
STOCKHOLDERS
On
May 1, 2026, SOPA Capital Limited, being the record holder of 75,000 shares of Series X Preferred Stock of the Company, representing
75,000,000 votes, or approximately 79.47% of the voting power of all capital stock of the Company outstanding, consented in writing to
approve the Stock Issuance.
We
are not seeking written consent from any other stockholder, and the other stockholders will not be given an opportunity to vote with
respect to the foregoing stockholder action. All necessary corporate approvals have been obtained. This Information Statement is furnished
solely for the purposes of advising stockholders of the action taken by Written Consent and giving stockholders notice of such actions
taken as required by the Exchange Act.
As
the stockholder action was taken by Written Consent, there will be no security holders’ meeting and representatives of the principal
accountants for the current year and for the most recently completed fiscal year will not have the opportunity to make a statement if
they desire to do so and will not be available to respond to appropriate questions from our stockholders.
DISSENTER’S
RIGHTS
Under
Nevada law, holders of our Common Stock are not entitled to dissenter’s rights of appraisal with respect to the stockholder action.
QUESTIONS
AND ANSWERS ABOUT THIS INFORMATION STATEMENT
| Q. |
Why
am I being furnished with this Information Statement? |
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| A. |
The
Nevada Revised Statutes and our Bylaws require us to provide you with information regarding the actions taken by written consent
of the Majority Stockholder in lieu of a meeting. Your vote is neither required nor requested. |
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Why
am I not being asked to vote? |
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Under
Section 78.320 of the Nevada Revised Statutes, the written consent of stockholders holding a majority of the voting power allocated
to our voting shares may be substituted for an annual or special meeting of the stockholders, provided that such written consent
sets forth the action so taken and is signed by the holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote upon were present and
voted. The Majority Stockholder, SOPA Capital Limited, holding approximately 79.47% of the voting power of all capital stock of the
Corporation outstanding, executed a written consent dated May 1, 2026 approving the Stock Issuance. Such approval is sufficient under
the Nevada Revised Statutes, and no further approval by our stockholders is required. Therefore, your vote is not required and is
not being sought. We are not asking you for a proxy and you are requested not to send us a proxy. |
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What
do I need to do now? |
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Nothing.
This Information Statement is furnished to you solely for your information and does not require or request you to do anything. |
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| Q. |
Has
the Board approved the Stock Issuance? |
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Yes.
On May 1, 2026, the Board unanimously approved the Stock Issuance. |
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| Q. |
When
will the Stock Issuance be effective? |
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Pursuant
to Rule 14c-2(b) promulgated under the Exchange Act, the corporation actions will not become effective until at least 20 calendar
days following the mailing of this Information Statement to our stockholders (the date immediately following such period being the
“Effective Date”). The Company currently anticipates that adoption of the Stock Issuance will become effective on the
Effective Date. |
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| Q. |
Can
I dissent or exercise appraisal rights in connection with any of the Corporate Action? |
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Pursuant
to the Nevada Revised Statutes, our Articles of Incorporation and our Bylaws, our stockholders are not entitled to exercise appraisal
or other dissenters’ rights in connection with the Stock Issuance or the other matters described in this Information Statement. |
APPROVAL
OF THE STOCK ISSUANCE
Overview
On
May 1, 2026, our Board and Majority Stockholder approved and ratified the Stock Issuance. The purpose of the Stock Issuance
is to acquire 100% of the outstanding capital stock of Ascendance Investment I Limited, a British Virgin Islands corporation (“Ascendance
Investment I”), by issuing 8,000,000 shares of the Company’s Common Stock to Ascendance Group Limited, the sole shareholder
of Ascendance Investment I, in exchange for 1,000 shares of common stock, par value $1.00 per share, of Ascendance Investment I (the
“Consideration Shares”). The Company has entered into a subscription agreement with Ascendance Group Limited to acquire all
such Consideration Shares. Because the Consideration Shares to be issued by the Company constitute more than 20% of the outstanding common
stock, stockholder approval was required pursuant to Nasdaq Listing Rule 5635(d), which requires stockholder approval prior to issuing
20% or more of the outstanding shares of the Company’s common stock at a price that is less than the lower of: (i) the Nasdaq official
closing price; or (ii) the average Nasdaq official closing price of the common stock for the five trading days immediately preceding
the signing of the binding agreement.
SOPA
Capital Limited (“SOPA Capital”), the holder of 75,000 shares of the Company’s Series X Super Voting Preferred Stock
(the “Series X Preferred Stock”), representing 75,000,000 votes, or approximately 79.47% of the voting power of all outstanding
capital stock of the Company, executed the Written Consent approving the Stock Issuance. Each share of Series X Preferred Stock entitles
its holder to 1,000 votes per share and votes with our common stock as a single class on all matters to be voted or consented upon by
the stockholders. The holders of our Series X Preferred Stock are not entitled to any dividend rights. The holders of the Series X Preferred
Stock are not entitled to any liquidation preference or subject to any redemption rights. The shares of our Series X Preferred Stock
are not convertible into shares of our common stock, and are not subject to any sunset or other termination provisions.
INTEREST
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No
officer or director or any associate of any such person has any substantial interest, direct or indirect, in the matters acted upon by
our board and stockholders, other than in such role as a stockholder, officer or director.
INFORMATION
STATEMENT COSTS
The
cost of delivering this Information Statement, including the preparation, assembly and mailing of the Information Statement, as well
as the cost of forwarding this material to the beneficial owners of our Common Stock will be borne by us. The Company may reimburse brokerage
firms and others for expenses in forwarding Information Statement materials to the beneficial owners of our Common Stock.
DELIVERY
OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS
If
hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to stockholders
who share a single address unless we received contrary instructions from any stockholder at that address. This practice, known as “householding,”
is designed to reduce our printing and postage costs. The Corporation will deliver promptly upon written or oral request a separate copy
of the Information Statement to a stockholder at a shared address to which a single copy of the Information Statement was delivered.
You may make such a written or oral request by sending a written notification stating (i) your name, (ii) your shared address and (iii)
the address to which the Corporation should direct the additional copy of the Information Statement, to Corporate Secretary, at NusaTrip
Incorporated, 28F AIA Central, Jl. Jend. Sudirman No.Kav. 48A, RT.5/RW.4, Karet, Semanggi, Kota Jakarta Selatan, Daerah Khusus Ibukota,
Jakarta, Indonesia.
If
multiple stockholders sharing an address have received one copy of this Information Statement or any other corporate mailing and would
prefer the Corporation to mail each stockholder a separate copy of future mailings, you may mail notification to, or call the Corporation
at, its principal executive offices. Additionally, if current stockholders with a shared address received multiple copies of this Information
Statement or other corporate mailings and would prefer the Corporation to mail one copy of future mailings to stockholders at the shared
address, notification of such request may also be made by mail or telephone to the Corporation’s principal executive offices.
FORWARD-LOOKING
STATEMENTS AND INFORMATION
This
Information Statement contains forward-looking statements, which reflect our views with respect to future events. These forward-looking
statements are subject to certain uncertainties and other factors that could cause actual results to differ materially from such statements.
These forward-looking statements are identified by, among other things, the words “anticipates,” “intends,” “believes,”
“will,” “estimates,” “expects,” “plans,” “projects,” “targets”
and similar expressions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of
the date the statement was made. The Company undertakes no obligation to update or revise any forward-looking statements, whether as
a result of new information, future events or otherwise.
You
should rely only on the information the Company has provided in this Information Statement. The Company has not authorized any person
to provide information other than that provided herein. You should not assume that the information in this Information Statement is accurate
as of any date other than the date on the front of the document, unless expressly set forth otherwise.
OTHER
MATTERS
As
of the date of this Information Statement, the Board knows of no other matters other than those described in this Information Statement
that have been approved or considered by the holders of a majority of our issued and outstanding voting securities.
WHERE
YOU CAN FIND MORE INFORMATION ABOUT US
The
Company is subject to the informational requirements of the Securities Exchange Act of 1934, and in accordance therewith files reports
and other information with the Securities and Exchange Commission. Such reports and other information and a copy of the registration
statement and the exhibits and schedules that were filed with the registration statement may be inspected without charge at the public
reference facilities maintained by the SEC in 100 F Street, N.E., Washington, D.C. 20549. Statements made in this Information Statement
regarding the contents of any contract, agreement or other document that is filed as an exhibit to the registration statement are not
necessarily complete, and we refer you to the full text of the contract or other document filed as an exhibit to the registration statement.
Copies of all or any part of the registration statement may be obtained from the SEC upon payment of the prescribed fee. Information
regarding the operation of the public reference rooms may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains a web site
that contains reports, proxy and information statements and other information regarding registrants that file electronically with the
SEC. The address of the site is http://www.sec.gov.
| BY
ORDER OF THE BOARD OF DIRECTORS |
|
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| By
Order of the Board of Directors, |
|
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| /s/
Heather Maynard |
|
| Heather
Maynard |
|
| Director
and Chairwoman of the Board and Director |
|
