NUSATRIP Inc

8-K · form8-k.htm

0002006468

 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