Nasdaq to Delist NusaTrip; Company Won't Appeal, Eyes OTC Market

What happened

NusaTrip Incorporated, an Indonesia-based travel booking company whose common stock trades on Nasdaq under the symbol NUTR, disclosed in a Form 8-K filed August 7, 2026 that it received a delisting letter from Nasdaq dated August 3, 2026.

According to the filing, Nasdaq's Listing Qualifications Staff determined to delist the company's securities under Nasdaq Listing Rules 5101 and IM-5101-4. The letter cited the SEC's October 2025 trading suspension related to potential manipulation, the company's failure to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and its Quarterly Report on Form 10-Q for the period ended March 31, 2026, and public interest concerns.

The filing also states that Society Pass Incorporated controls 78% of the voting power of NusaTrip's outstanding voting securities, and that on May 14, 2026 Society Pass disclosed that it and its subsidiary SoPa, Inc. had filed for Chapter 11 bankruptcy protection. NusaTrip said that because 78% of its voting securities are subject to that bankruptcy process, with timing and outcome unknown, Nasdaq cited public interest concerns as an additional and separate basis for delisting.

NusaTrip said it does not intend to appeal. Unless an appeal is requested by August 10, 2026, trading would be suspended at the opening of business on August 12, 2026, and a Form 25-NSE would be filed with the SEC to remove the securities from listing and registration on Nasdaq. The company said it intends to seek quotation of its common stock on the Over-the-counter Market.

The company

NusaTrip is incorporated in Nevada and lists its principal executive offices at AIA Central on Jl. Jend. Sudirman in Jakarta, Indonesia, according to the filing's cover page. Its common stock has a par value of $0.0001 per share and is registered under Section 12(b) of the Securities Exchange Act of 1934 on The Nasdaq Stock Market LLC.

What this means

The filing is a Form 8-K, the report a US-listed company must file when something material happens between quarterly reports. NusaTrip flagged it under Item 3.01, the specific item for a delisting notice or a failure to meet a continued listing standard, plus Item 8.01 for other events and Item 9.01 for exhibits. The exhibit is a press release dated August 7, 2026 announcing the letter.

A delisting is the removal of a security from an exchange. Nasdaq Listing Rule 5250(c)(1), cited in the letter, requires listed companies to file their periodic reports with the SEC on time; the delinquent 10-K and 10-Q were separate grounds for delisting beyond the public interest factors. Rules 5101 and IM-5101-4 concern the exchange's general authority to deny continued listing when it believes doing so is in the public interest.

The Form 25-NSE mentioned in the filing is the document filed with the SEC to strike a security from listing and registration on an exchange. It is a filing anyone can look up; it marks the end of the Nasdaq listing, not the end of the company. NusaTrip has said it will seek quotation on the Over-the-counter Market, which is a dealer-quoted venue rather than a national exchange. Stocks quoted there generally trade less frequently and with wider spreads than on an exchange.

The 78% voting stake matters mechanically because Society Pass's Chapter 11 case puts the disposition of that controlling block into a bankruptcy proceeding, where creditors' claims are sorted out under court supervision. Nasdaq described the resulting uncertainty about who would ultimately control or hold those shares as a basis for delisting, according to the filing. A Chapter 11 filing is a court-supervised reorganization, not a liquidation by itself.

The one-day appeal deadline, August 10, 2026, is fixed by Nasdaq's rules, and NusaTrip has stated it will not use it. Absent an appeal, suspension at the open on August 12, 2026 and the Form 25-NSE filing follow on that timetable. The filing does not say when, or whether, an OTC quotation would begin.