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): March 25, 2025

NextTrip, Inc.

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (505) 438-2576

(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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

INTRODUCTORY NOTE

As previously disclosed in those Current Reports on Form 8-K filed by NextTrip, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on October 13, 2023 and January 3, 2024, on October 6, 2023 the Company entered into a Share Exchange Agreement (as amended, the “Exchange Agreement”) with NextTrip Holdings, Inc. (“NextTrip”), NextTrip Group, LLC (“NextTrip Parent”), and William Kerby, as the NextTrip Representative, pursuant to which, on December 29, 2023 (the “Closing Date”), the Company acquired NextTrip Holdings and NextTrip became a wholly owned subsidiary of the Company and the ongoing business of the Company became the business of NextTrip (the “Acquisition”). The Acquisition was treated as a reverse acquisition under the acquisition method of accounting in accordance with accounting principles generally accepted in the United States. For accounting purposes, therefore, NextTrip is considered to have acquired the Company.

In connection with closing of the Acquisition, the Company issued to the NextTrip Parent’s members (the “NextTrip Sellers”) an aggregate of 156,007 restricted shares Company common stock (the “Closing Shares”), constituting 19.99% of the Company’s issued and outstanding shares of common stock immediately prior to closing of the Acquisition. Under the Exchange Agreement, the NextTrip Sellers will be entitled to receive additional shares of common stock (the “Contingent Shares,” and together with the Closing Shares, the “Exchange Shares”) upon NextTrip’s achievement of future milestones (each, a “Milestone Event”), as follows:

Notwithstanding the foregoing, in no event, however, will the Contingent Shares, together with the Closing Shares, exceed 6,000,000 shares of our common stock, subject to adjustment in the event of future stock splits, reverse stock splits and similar events.

Pursuant to Section 2.3(b)(vi) of the Exchange Agreement, whether a Milestone Event is met and the Contingent Shares are issuable under Section 2.3 is to be determined by the Company and NextTrip on a mutually agreeable date (each a “Milestone Payment Determination Date”) no later than thirty days following notice by NextTrip to the Company that such Milestone Event has been met. If Contingent Shares are determined to be issuable under this Section, the Company is required to issue such additional Contingent Shares within 60 days following each Milestone Payment Determination Date.

In connection with the Acquisition, the Company and Nasdaq determined that the issuance of Contingent Shares upon achievement of any one of the Milestone Events would result in a change in control of the Company under Nasdaq Listing Rule 5635(a). Pursuant to Nasdaq Listing Rule 5110(a), the Company was required to submit an initial listing application with Nasdaq and to obtain Nasdaq approval of the initial listing application prior to the issuance of the Contingent Shares; failure to obtain such approval in advance of the Contingent Share issuance would have resulted in Nasdaq issuing the Company a delisting determination and commencing delisting proceedings with respect to its common stock. 

As further disclosed in those Current Reports on Form 8-K filed by the Company with the SEC on December 13, 2024 and January 31, 2025, on December 9, 2024 the Company and NextTrip, via William Kerby as the NextTrip Representative, entered into a forbearance agreement, which was amended by the parties on January 31, 2025 (as amended, the “Forbearance Agreement”) related to the issuance of certain of the Contingent Shares, pursuant to which NextTrip agreed to forbear from issuing the Milestone Payment Determination Date (as defined in the Exchange Agreement) notice until March 31, 2025 or earlier in the event of a default (the “Forbearance Expiration Date”) in exchange for an agreement by the Company that, if its Nasdaq initial listing application is not approved by such date, (i) all earned Contingent Shares will be issued within five business days of the Forbearance Expiration Date and (ii) all board appointment rights will be exercised and such members will be approved within five business days of the Forbearance Expiration Date. As of the date of the Forbearance Agreement, NextTrip believed, and the Company did not dispute, that three of the four Milestone Events had been met, but due to certain regulatory delays, including the Company’s pending initial listing application with Nasdaq, NextTrip had not sent formal notice to the Company because doing so without the approval of Nasdaq’s initial listing application could trigger a delisting and suspension of trading of the Company’s common stock on Nasdaq.

Item 3.02 Unregistered Sales of Equity Securities.

The information in Item 5.01, below, regarding the issuance of the Contingent Shares to the NextTrip Sellers is hereby incorporated herein by reference.

The NextTrip Sellers qualify as “accredited investors” within the meaning of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). The Contingent Shares have not been registered under the Securities Act and were issued to the NextTrip Sellers in a transaction exempt from registration under the Securities Act in reliance upon the exemption from registration provided in Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder. Accordingly, the shares, constitute, or will constitute when issued, “restricted securities” within the meaning of Rule 144 under the Act.

Item 5.01 Changes in Control of Registrant.

On March 26, 2025, the Company issued an aggregate of 4,393,993 Contingent Shares to the NextTrip Sellers in satisfaction of its obligations to issue Contingent Shares upon achievement of three of the four Milestone Events (set forth above) under the Exchange Agreement. The Contingent Shares were issued prior to the Forbearance Expiration Date and after the Company received notice from Nasdaq, on March 25, 2025, that Nasdaq has approved the Company’s initial listing application.

Following issuance of the Contingent Shares, the Company had 6,163,525 shares of common stock issued and outstanding, 4,550,000 of which (or 73.8%) were held by the NextTrip Sellers. As a result, the NextTrip Sellers collectively have ownership and voting control over the Company.

As a result of the issuance of the Contingent Shares and pursuant to the Exchange Agreement, the NextTrip Representative now has the right to designate a replacement for three directors of the Company. Additionally, upon achievement of the fourth Milestone Event, if ever, the NextTrip Sellers will have the right to receive the remaining 1,450,000 Contingent Shares pursuant to the Exchange Agreement.

Item 8.01 Other Events.

As noted in Item 5.01, above, on March 25, 2025, the Company received a letter from Nasdaq notifying the Company that it has approved the Company’s initial listing application. As a result of such approval, the issuance of the Contingent Shares was completed in compliance with Nasdaq Listing Rule 5110(a) and the Company’s shares of common stock will continue to trade on the Nasdaq Capital Market under the symbol “NTRP.”

Forward-Looking Statements

This Current Report contains certain forward-looking statements that involve substantial risks and uncertainties. When used herein, the terms “anticipates,” “expects,” “estimates,” “believes,” “will” and similar expressions, as they relate to us or our management, are intended to identify such forward-looking statements.

Forward-looking statements in this Current Report on Form 8-K, or disclosed hereafter, including in other publicly available documents filed with the SEC, reports to the stockholders of the Company and other publicly available statements issued or released by us involve known and unknown risks, uncertainties and other factors which could cause our actual results, performance (financial or operating) or achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements. Such future results are based upon management’s best estimates based upon current conditions and the most recent results of operations. These risks include, but are not limited to, the Company’s ability to maintain its Nasdaq listing and other risks set forth herein and in such other documents filed with the Commission, each of which could adversely affect our business and the accuracy of the forward-looking statements contained herein. The Company’s ability to maintain its Nasdaq listing, actual results, performance or achievements may differ materially from those expressed or implied by such forward-looking statements.

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.