SGLB / Sigma Labs Inc - Depositi SEC, Relazione annuale, dichiarazione di delega

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): June 4, 2026 (May 29, 2026) NextT

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): June 4, 2026 (May 29, 2026) NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commissio

As filed with the Securities and Exchange Commission on June 1, 2026.

As filed with the Securities and Exchange Commission on June 1, 2026. Registration No. 333-296201 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEXTTRIP, INC. (Exact name of registrant as specified in its charter) Nevada 4724 27-1865814 (State or Other Jurisdiction of Incorporation) (Prima

As filed with the Securities and Exchange Commission on May 29, 2026.

As filed with the Securities and Exchange Commission on May 29, 2026. Registration No. 333-296201 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEXTTRIP, INC. (Exact name of registrant as specified in its charter) Nevada 4724 27-1865814 (State or Other Jurisdiction of Incorporation) (Prima

Security Type

Calculation of Filing Fee Tables S-3 NextTrip, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 28, 2026 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38015 NEXTTRIP, INC. (Exact nam

Non-Qualified Stock Option Agreement

Exhibit 10.3 Non-Qualified Stock Option Agreement This Stock Option Agreement (this “Agreement”) is made and entered into as of [DATE] by and between NextTrip, Inc., a Nevada corporation (the “Company”) and [CONSULTANT NAME] (the “Participant”). Grant Date: Exercise Price per Share of Common Stock: Number of Option Shares: Expiration Date: 1. Grant of Option. 1.1 Grant; Type of Option. The Company

SECURITIES PURCHASE AGREEMENT

Exhibit 10.19 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 24, 2025, between NextTrip, Inc., a Nevada corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an ex

FOURTH AMENDMENT TO UNSECURED PROMISSORY NOTE

Exhibit 10.31 FOURTH AMENDMENT TO UNSECURED PROMISSORY NOTE This Fourth Amendment to Unsecured Promissory Note (this “Amendment”) is entered into as of April 30, 2026, by and between: NextTrip Inc., a Nevada corporation (the “Company”), and The Donald P. Monaco Insurance Trust (the “Holder”). The Company and the Holder are referred to collectively as the “Parties.” RECITALS WHEREAS, the Company pr

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries Subsidiary Percentage Owned by NextTrip, Inc. Jurisdiction of Incorporation NextTrip Holdings, Inc. 100% Florida Extraordinary Vacations USA, Inc. 100% Delaware FSA Travel, LLC 100% New York TA Pipeline LLC 100% Florida

THIRD AMENDMENT TO UNSECURED PROMISSORY NOTE

Exhibit 10.29 THIRD AMENDMENT TO UNSECURED PROMISSORY NOTE This Third Amendment to Unsecured Promissory Note (this “Amendment”) is entered into as of April 27, 2026, by and between: NextTrip Inc., a Nevada corporation (the “Company”), and The Donald P. Monaco Insurance Trust (the “Holder”). The Company and the Holder are referred to collectively as the “Parties.” RECITALS WHEREAS, the Company prev

FIRST AMENDMENT TO UNSECURED PROMISSORY NOTE

Exhibit 10.27 FIRST AMENDMENT TO UNSECURED PROMISSORY NOTE This First Amendment to Unsecured Promissory Note (this “Amendment”) is entered into as of April 6, 2026, by and between: NextTrip Inc., a Nevada corporation (the “Company”), and The Donald P. Monaco Insurance Trust (the “Holder”). The Company and the Holder are referred to collectively as the “Parties.” RECITALS WHEREAS, the Company previ

COMMON STOCK PURCHASE WARRANT NEXTTRIP, INC.

Exhibit 4.12 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

SECOND AMENDMENT TO UNSECURED PROMISSORY NOTE

Exhibit 10.28 SECOND AMENDMENT TO UNSECURED PROMISSORY NOTE This Second Amendment to Unsecured Promissory Note (this “Amendment”) is entered into as of April 9, 2026, by and between: NextTrip Inc., a Nevada corporation (the “Company”), and The Donald P. Monaco Insurance Trust (the “Holder”). The Company and the Holder are referred to collectively as the “Parties.” RECITALS WHEREAS, the Company pre

SECURITIES PURCHASE AGREEMENT

Exhibit 10.30 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 15, 2026, between NextTrip, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth

SECURITIES PURCHASE AGREEMENT

Exhibit 10.34 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 8, 2026, between NextTrip, Inc., a Nevada corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exem

Non-Qualified Stock Option Agreement

Exhibit 10.1 Non-Qualified Stock Option Agreement This Stock Option Agreement (this “Agreement”) is made and entered into as of [DATE] by and between NextTrip, Inc., a Nevada corporation (the “Company”) and [EMPLOYEE NAME] (the “Participant”). Grant Date: Exercise Price per Share of Common Stock: Number of Option Shares: Expiration Date: 1. Grant of Option. 1.1 Grant; Type of Option. The Company h

UNSECURED PROMISSORY NOTE

Exhibit 10.26 UNSECURED PROMISSORY NOTE $80,000.00 March 25, 2026 Santa Fe, NM For value received, NextTrip Inc., a Nevada corporation (the “Company”), promises to pay to The Donald P. Monaco Insurance Trust, the principal sum of $80,000.00. Interest shall accrue from the date of this Unsecured Promissory Note (the “Note”) on the unpaid principal amount at a rate equal to 7.5% simple interest per

COMMON STOCK PURCHASE WARRANT NEXTTRIP, INC.

Exhibit 4.13 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

COMMON STOCK PURCHASE WARRANT NEXTTRIP, INC.

Exhibit 4.15 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Non-Qualified Stock Option Agreement

Exhibit 10.2 Non-Qualified Stock Option Agreement This Stock Option Agreement (this “Agreement”) is made and entered into as of [DATE] by and between NextTrip, Inc., a Nevada corporation (the “Company”) and [DIRECTOR NAME] (the “Director”). Grant Date: Exercise Price per Share of Common Stock: Number of Option Shares: Expiration Date: 1. Grant of Option. 1.1 Grant; Type of Option. The Company here

SECURITIES PURCHASE AGREEMENT

Exhibit 10.22 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 4, 2025, between NextTrip, Inc., a Nevada corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an

COMMON STOCK PURCHASE WARRANT NEXTTRIP, INC.

Exhibit 4.9 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

SECURITIES PURCHASE AGREEMENT

Exhibit 10.20 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 10, 2025, between NextTrip, Inc., a Nevada corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an ex

FIFTH AMENDMENT TO UNSECURED PROMISSORY NOTE

Exhibit 10.35 FIFTH AMENDMENT TO UNSECURED PROMISSORY NOTE This Fifth Amendment to Unsecured Promissory Note (this “Amendment”) is entered into as of May 29, 2026, by and between: NextTrip Inc., a Nevada corporation (the “Company”), and The Donald P. Monaco Insurance Trust (the “Holder”). The Company and the Holder are referred to collectively as the “Parties.” RECITALS WHEREAS, the Company previo

CERTIFICATE OF DESIGNATION NEXTTRIP, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes SERIES A NONVOTING CONVERTIBLE PREFERRED STOCK

Exhibit 3.7 CERTIFICATE OF DESIGNATION OF NEXTTRIP, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes SERIES A NONVOTING CONVERTIBLE PREFERRED STOCK The undersigned, William Kerby, Chief Executive Officer, does hereby certify that: 1. He is the President and Chief Executive Officer of NextTrip, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation is authorized to issue

As filed with the Securities and Exchange Commission on May 27, 2026.

As filed with the Securities and Exchange Commission on May 27, 2026. Registration No. 333-296201 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEXTTRIP, INC. (Exact name of registrant as specified in its charter) Nevada 4724 27-1865814 (State or Other Jurisdiction of Incorporation) (Prima

As filed with the Securities and Exchange Commission on May 22, 2026.

As filed with the Securities and Exchange Commission on May 22, 2026. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEXTTRIP, INC. (Exact name of registrant as specified in its charter) Nevada 4724 27-1865814 (State or Other Jurisdiction of Incorporation) (Primary Standard Industrial Cl

Security Type

Calculation of Filing Fee Tables S-3 NextTrip, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effe

GUARANTEE AND PLEDGE AGREEMENT

Exhibit 10.3 GUARANTEE AND PLEDGE AGREEMENT This Guarantee and Pledge Agreement (this “Agreement”) is made and entered into as of May 6, 2026, by and between William E. Kerby, an individual residing in the State of [*] (the “Guarantor” or “Pledgor”), and [*] (the “Pledgee” or “Beneficiary”). RECITALS A. NextTrip, Inc., a Nevada corporation listed on the Nasdaq Stock Market (“Nasdaq”) under the tic

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 6, 2026 NextTrip, Inc. (Exact

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 6, 2026 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is entered into and effective as of May 6, 2026 (the “Execution Date”), by and between NextTrip, Inc., a Nevada corporation (the “Company”), and the purchaser identified on the signature page hereto (including its designees, successors and assigns, the “Purchaser”). RECITALS A. The parties desire that,

CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK NEXTTRIP, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes

Exhibit 3.1 EXHIBIT A CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK of NEXTTRIP, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes THE UNDERSIGNED DOES HEREBY CERTIFY, on behalf of NextTrip, Inc., a Nevada corporation (the “Corporation”), that the following resolution was duly adopted by the Board of Directors of the Corpora

COMMON STOCK PURCHASE WARRANT NEXTTRIP, INC.

Exhibit 10. 2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

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 19, 2026 NextTrip, Inc. (Ex

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 19, 2026 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Number

NextTrip Strengthens Global Media Leadership as JOURNY Streaming Network Expands Strategic Media Appointments Support NextTrip’s Growing Content-to-Commerce Platform

Exhibit 99.1 NextTrip Strengthens Global Media Leadership as JOURNY Streaming Network Expands Strategic Media Appointments Support NextTrip’s Growing Content-to-Commerce Platform Santa Fe, NM – March 19, 2026 – NextTrip, Inc. (NASDAQ: NTRP) (“NextTrip,” “we,” “our,” or the “Company”), a technology-forward travel and media company defining the intersection of Media and Travel, today announced the a

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 13,2026 (March 11,2026) Nex

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 13,2026 (March 11,2026) NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commiss

ATTACHMENT A

Exhibit 10.1 February 10, 2026 Frank Orzechowski 19 E Chili Line Rd Santa Fe, NM 87508 Dear Frank: This letter agreement (this “Agreement”) is entered into between Frank Orzechowski (“you”) and NextTrip, Inc., a Nevada corporation (the “Company”). This Agreement shall be effective February 10, 2026. This Agreement confirms the terms and conditions of your employment with the Company. This Agreemen

NextTrip Signs Agreement with J. Bradley Hilton’s Hilton Advisory Group to Accelerate Premium Wellness Travel Products Across JOURNY.tv and Five Star Alliance Experienced Hospitality Executive and Founder of Successful Luxury and Lifestyle Brand Alig

Exhibit 99.1 NextTrip Signs Agreement with J. Bradley Hilton’s Hilton Advisory Group to Accelerate Premium Wellness Travel Products Across JOURNY.tv and Five Star Alliance Experienced Hospitality Executive and Founder of Successful Luxury and Lifestyle Brand Aligns with NextTrip to Advance Premium Wellness, Experiential Travel, and Media-to-Commerce Initiatives Santa Fe, NM – March 6, 2026 – NextT

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 6, 2026 NextTrip, Inc. (Exa

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 6, 2026 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Number)

NextTrip, Inc. 3900 Paseo del Sol Santa Fe, New Mexico 87507 February 23, 2026

NextTrip, Inc. 3900 Paseo del Sol Santa Fe, New Mexico 87507 February 23, 2026 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission Washington, D.C. 20549-4720 Re: NextTrip,Inc. Request for Withdrawal Pursuant to Rule 477 of Registration Statement on Form S-1 File No. 333-288212 Dear Sir or Madam: On July 29,2025, NextTrip, Inc. (“we,” “our,” or the “Company”) initiall

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): February 19, 2026 NextTrip, Inc.

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): February 19, 2026 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Num

NextTrip’s JOURNY to Launch New Wedding Series “I DO: In Destination” Hosted by Former Bachelor Star, Podcaster and Celebrity Ben Higgins A Cinematic Wedding Series Built for Today’s Creator-Driven Attention Economy, Blending Love, Culture and Travel

Exhibit 99.1 NextTrip’s JOURNY to Launch New Wedding Series “I DO: In Destination” Hosted by Former Bachelor Star, Podcaster and Celebrity Ben Higgins A Cinematic Wedding Series Built for Today’s Creator-Driven Attention Economy, Blending Love, Culture and Travel with JOURNY’s Content-to-Commerce Engine Santa Fe, NM – February 19, 2026 – NextTrip, Inc. (NASDAQ: NTRP) (“NextTrip,” “we,” “our,” or t

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): February 10, 2026 NextTrip, Inc.

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): February 10, 2026 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Num

NextTrip Updates Shareholders on KC Global Media Joint Venture, JOURNY International Expansion, and GoUSA Channel Integration Expansion Plans Set for JOURNY Channel Across India, Southeast Asia and Australia/New Zealand

Exhibit 99.1 NextTrip Updates Shareholders on KC Global Media Joint Venture, JOURNY International Expansion, and GoUSA Channel Integration Expansion Plans Set for JOURNY Channel Across India, Southeast Asia and Australia/New Zealand Santa Fe, NM – February 10, 2026 – NextTrip, Inc. (NASDAQ: NTRP) (“NextTrip,” “we,” “our,” or the “Company”), a technology-forward media and travel company defining th

ASSET PURCHASE AGREEMENT

EXHIBIT 10.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the “Agreement” or “APA”) is made and entered into as of February 2, 2026, by and between: Seller: The Corporation for Travel Promotion, a District of Columbia nonprofit corporation doing business as “Brand USA.”, with its principal place of business at 1875 K St. NW, Suite 450, Washington, DC 20006. Buyer: Nexttrip, Inc., a Neva

NextTrip Closes Acquisition of GoUSA TV Assets, Expanding Strategic Media Footprint and Strengthening the “Media-to-Travel” Ecosystem Historical Reach to More than 200 Million Viewers Across FAST, VOD, and Major App Platforms Aligns Directly with Nex

Exhibit 99.1 NextTrip Closes Acquisition of GoUSA TV Assets, Expanding Strategic Media Footprint and Strengthening the “Media-to-Travel” Ecosystem Historical Reach to More than 200 Million Viewers Across FAST, VOD, and Major App Platforms Aligns Directly with NextTrip’s Media-Driven “Inspiration-to-Booking” Business Model Santa Fe, NM – February 3, 2026 – NextTrip, Inc. (NASDAQ: NTRP) (“NextTrip,”

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): February 3, 2026 (February 2, 202

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): February 3, 2026 (February 2, 2026) NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (C

NextTrip, Inc. Reports Third Quarter 2026 Financial Results Q3 Revenue Growth of 1,508% to $1.2 Million and Nine-Months Revenue Growth of 402% to $2.1 Million Reflect Early Momentum as Company Focuses on Scaling Revenue and Monetizing its Growing Med

Exhibit 99.1 NextTrip, Inc. Reports Third Quarter 2026 Financial Results Q3 Revenue Growth of 1,508% to $1.2 Million and Nine-Months Revenue Growth of 402% to $2.1 Million Reflect Early Momentum as Company Focuses on Scaling Revenue and Monetizing its Growing Media Footprint GoUSA Asset Acquisition on Track and Expected to Close in the Near Term Santa Fe, NM – January 14, 2026 – NextTrip, Inc. (NA

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): January 14, 2026 NextTrip, Inc. (

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): January 14, 2026 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-38015 NEXTTRIP, INC. (Exact name of registrant

As filed with the Securities and Exchange Commission on January 2, 2026.

As filed with the Securities and Exchange Commission on January 2, 2026. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEXTTRIP, INC. (Exact name of registrant as specified in its charter) Nevada 4724 27-1865814 (State or Other Jurisdiction of Incorporation) (Primary Standard Industrial

CALCULATION OF FILING FEE TABLES Form S-3(Form Type) NextTrip, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-3(Form Type) NextTrip, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Reg

EX-10.3

Exhibit 10.3

EX-10.1

Exhibit 10.1

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): December 23, 2025 (December 23, 2

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): December 23, 2025 (December 23, 2025) NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation)

EX-10.2

Exhibit 10.2

NextTrip Announces Pricing of Private Placement Financing of $3 Million

Exhibit 99.1 NextTrip Announces Pricing of Private Placement Financing of $3 Million SANTA FE, NEW MEXICO /ACCESS Newswire / December 22, 2025 /NextTrip, Inc. (NASDAQ:NTRP) (“NextTrip,” “we,” “our,” or the “Company”), a technology-forward travel and media company defining the intersection of Media and Travel, today announced that it has entered into a definitive agreement for the issuance and sale

EX-4.1

Exhibit 4.1

NextTrip’s JOURNY Expands Global Reach with Launch on Apple iOS, Roku, and Android New Apps Deepen Audience Engagement and Extend JOURNY’s Rebrand Momentum Across Major Platforms

Exhibit 99.1 NextTrip’s JOURNY Expands Global Reach with Launch on Apple iOS, Roku, and Android New Apps Deepen Audience Engagement and Extend JOURNY’s Rebrand Momentum Across Major Platforms Santa Fe, NM – December 4, 2025 – NextTrip, Inc. (NASDAQ: NTRP) (“NextTrip,” “we,” “our,” or the “Company”), a technology-forward travel and media company defining the intersection of Media and Travel, today

NEXTTRIP, INC. 3900 Paseo del Sol Santa Fe, New Mexico 87507 December 4,2025

NEXTTRIP, INC. 3900 Paseo del Sol Santa Fe, New Mexico 87507 December 4,2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: NextTrip, Inc. Registration Statement on Form S-3 Filed: November 21,2025 (Pre-Effective Amendment) File No. 333-291260 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1

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): December 4, 2025 NextTrip, Inc. (

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): December 4, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Numb

SECURITIES PURCHASE AGREEMENT

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 21, 2025, between NextTrip, Inc., a Nevada corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an

COMMON STOCK PURCHASE WARRANT NEXTTRIP, INC.

EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

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): November 28, 2025 (November 21, 2

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): November 28, 2025 (November 21, 2025) NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation)

As filed with the Securities and Exchange Commission on November 21, 2025

As filed with the Securities and Exchange Commission on November 21, 2025 Registration No.

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): November 17, 2025 (November 14, 2

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): November 17, 2025 (November 14, 2025) NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation)

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): November 5, 2025 NextTrip, Inc. (

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): November 5, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Numb

NextTrip Provides Shareholder Update Following Completion of TA Pipeline Acquisition Announces Launch of New TA Pipeline Website and Expanding Market Interest Surge in Partnership Discussions, Supplier Inquiries and Agency Sign-Ups Following Recent C

Exhibit 99.1 NextTrip Provides Shareholder Update Following Completion of TA Pipeline Acquisition Announces Launch of New TA Pipeline Website and Expanding Market Interest Surge in Partnership Discussions, Supplier Inquiries and Agency Sign-Ups Following Recent Cancún Travel Mart Event Santa Fe, NM – November 5, 2025 – NextTrip, Inc. (NASDAQ: NTRP) (“NextTrip,” “we,” “our,” or the “Company”), a te

Calculation of Filing Fee Tables FORM S-3 (Form Type) NextTrip, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

EXHIBIT 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) NextTrip, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Type(1) Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type

As filed with the Securities and Exchange Commission on November 4, 2025

As filed with the Securities and Exchange Commission on November 4, 2025 Registration No.

NEXTTRIP, INC. Dated as of ______, 20 _____ TABLE OF CONTENTS (cont.)

Exhibit 4.22 NEXTTRIP, INC. INDENTURE Dated as of , 20 Trustee TABLE OF CONTENTS (cont.) Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions 1 Section 1.2 Other Definitions 4 Section 1.3 Incorporation by Reference of Trust Indenture Act 4 Section 1.4 Rules of Construction 4 ARTICLE II THE SECURITIES 4 Section 2.1 Issuable in Series 4 Section 2.2 Establishment of Ter

NEXTTRIP, INC. AMENDED AND RESTATED WARRANT TO PURCHASE COMMON STOCK

Exhibit 4.10 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF (a) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OR (b) AN OPINION REASONABLY SATISFACTORY TO NEXTTRIP, INC., FROM COUNSEL FOR NEXTTRIP, INC., OR FROM COUNSEL FOR THE PROPOSED TRANSFEROR REASONABLY SATISFACTORY TO NEXTTRIP, INC., TO THE EF

As filed with the Securities and Exchange Commission on October 24, 2025.

As filed with the Securities and Exchange Commission on October 24, 2025. Registration No. 333-288212 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEXTTRIP, INC. (Exact name of registrant as specified in its charter) Nevada 4724 27-1865814 (State or Other Jurisdiction of Incorporation) (P

NextTrip, Inc. (NASDAQ: NTRP) Reports Second Quarter Financial Results Company Highlights 446% Quarter-over-Quarter Growth, and Leveraging Media-Travel Integration

Exhibit 99.1 NextTrip, Inc. (NASDAQ: NTRP) Reports Second Quarter Financial Results Company Highlights 446% Quarter-over-Quarter Growth, and Leveraging Media-Travel Integration Santa Fe, NM – October 15, 2025 – NextTrip, Inc. (NASDAQ: NTRP) (“NextTrip,” “we,” “our,” or the “Company”), a technology-forward media and travel company redefining how people discover, plan, and book travel, today announc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-38015 NEXTTRIP, INC. (Exact name of registrant a

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): October 15, 2025 NextTrip, Inc. (

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): October 15, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Numb

(Signature Page Follows)

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

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): October 13, 2025 NextTrip, Inc. (

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): October 13, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Numb

NextTrip’s JOURNY Unveils First Originals Slate as Global Rebrand Expands Original Programming Anchors JOURNY.tv’s Expansion Across FAST and VOD Platforms, Powered by Interactive Commerce Technology

EXHIBIT 99.1 NextTrip’s JOURNY Unveils First Originals Slate as Global Rebrand Expands Original Programming Anchors JOURNY.tv’s Expansion Across FAST and VOD Platforms, Powered by Interactive Commerce Technology Santa Fe, NM – October 13, 2025 – NextTrip, Inc. (NASDAQ: NTRP) (“NextTrip,” “we,” “our,” or the “Company”), a technology-forward travel company redefining how people discover, plan, and b

NextTrip’s JOURNY to Debut Original Food & Travel Series TIDE, Exclusively on JOURNY Streaming and VOD Platforms Sponsored Series that Combines Cultural Discovery with the Art of Dining and Immersive Storytelling Aboard Sea Cloud Cruises Expected to

EXHIBIT 99.1 NextTrip’s JOURNY to Debut Original Food & Travel Series TIDE, Exclusively on JOURNY Streaming and VOD Platforms Sponsored Series that Combines Cultural Discovery with the Art of Dining and Immersive Storytelling Aboard Sea Cloud Cruises Expected to Debut Spring 2026 Santa Fe, NM – October 8, 2025 – NextTrip, Inc. (NASDAQ: NTRP) (“NextTrip,” “we,” “our,” or the “Company”), a technolog

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): October 8, 2025 NextTrip, Inc. (E

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): October 8, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

LETTER

September 30, 2025 Frank Orzechowski Chief Financial Officer NextTrip, Inc. 3900 Paseo del Sol Santa Fe, New Mexico 87507 Re: NextTrip, Inc. Proxy Statement on Schedule 14A Filed August 15, 2025 File No. 001-38015 Dear Frank Orzechowski: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def

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DEBT CONVERSION AGREEMENT

Exhibit 10.1 DEBT CONVERSION AGREEMENT This Debt Conversion Agreement (the “Agreement”) is entered into effective as of as of September 3, 2025 by and between the investor on the signature page hereto (“Investor”) and NextTrip, Inc., a Nevada corporation (the “Company”), with reference to the following facts: WHEREAS, Investor has loaned certain funds to the Company as described in that certain un

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 18, 2025 (September 15,

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 18, 2025 (September 15, 2025) NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation

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 15, 2025 (September 10,

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 15, 2025 (September 10, 2025) NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation

SECURITIES PURCHASE AGREEMENT

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 10, 2025, between NextTrip, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fo

CERTIFICATE OF DESIGNATION NEXTTRIP, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes SERIES Q NONVOTING CONVERTIBLE PREFERRED STOCK

EXHIBIT 3.1 CERTIFICATE OF DESIGNATION OF NEXTTRIP, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes SERIES Q NONVOTING CONVERTIBLE PREFERRED STOCK The undersigned, William Kerby, Chief Executive Officer, does hereby certify that: He is the President and Chief Executive Officer of NextTrip, Inc., a Nevada corporation (the “Corporation”). The Corporation is authorized to issue 10,000

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 11, 2025 NextTrip, Inc.

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 11, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Nu

LETTER

September 11, 2025 Frank Orzechowski Chief Financial Officer NextTrip, Inc. 3900 Paseo del Sol Santa Fe, New Mexico 87507 Re: NextTrip, Inc. Proxy Statement on Schedule 14A Filed August 15, 2025 File No. 001-38015 Dear Frank Orzechowski: We have reviewed your filing and have the following comments. Please respond to this letter within ten business days by providing the requested information or adv

NextTrip Launches Travel Magazine 2.0 – A Premium Editorial Platform Connecting Media and Booking Powered by an AI-integrated Content Management System, with Video Content and Daily Travel Deals, all Designed to Convert Consumer Interest into Travel

Exhibit 99.1 NextTrip Launches Travel Magazine 2.0 – A Premium Editorial Platform Connecting Media and Booking Powered by an AI-integrated Content Management System, with Video Content and Daily Travel Deals, all Designed to Convert Consumer Interest into Travel Bookings Santa Fe, NM – September 11, 2025 – NextTrip, Inc. (NASDAQ: NTRP) (“NextTrip,” “we,” “our,” or the “Company”), a technology-forw

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): August 20, 2025 NextTrip, Inc. (E

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): August 20, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

As filed with the Securities and Exchange Commission on August 19, 2025.

As filed with the Securities and Exchange Commission on August 19, 2025. Registration No. 333-288212 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEXTTRIP, INC. (Exact name of registrant as specified in its charter) Nevada 4724 27-1865814 (State or Other Jurisdiction of Incorporation) (Pr

Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-1/A (Form Type) NextTrip, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

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): August 6, 2025 NextTrip, Inc. (Ex

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): August 6, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Number

MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG NEXTTRIP, INC., TAPIPELINE LLC, LUIS BARBERI, AS MEMBER REPRESENTATIVE DATED AS OF August 6, 2025 MEMBERSHIP INTEREST PURCHASE AGREEMENT

Exhibit 2.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG NEXTTRIP, INC., TAPIPELINE LLC, AND LUIS BARBERI, AS MEMBER REPRESENTATIVE DATED AS OF August 6, 2025 MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of the 6th day of August, 2025 (“Agreement”), is made by and among NEXTTRIP, INC., a Nevada corporation (“NextTrip”), TAPIPELINE LLC, a Flori

NextTrip Acquires TA Pipeline, LLC to Expand Group Travel Platform with Immediate Revenue Contribution and Scalable Growth Acquisition Enhances Premier Resort Network Across the Caribbean and Mexico, Automates Group Travel, and Positions Platform for

Exhibit 99.1 NextTrip Acquires TA Pipeline, LLC to Expand Group Travel Platform with Immediate Revenue Contribution and Scalable Growth Opportunity Acquisition Enhances Premier Resort Network Across the Caribbean and Mexico, Automates Group Travel, and Positions Platform for Accelerated Ramp Through NextTrip Integration Santa Fe, NM – August 12, 2025 – NextTrip, Inc. (NASDAQ: NTRP) (“NextTrip,” “w

Series M Preferred Stock Securities Purchase Agreement by between the Company and Marc Bern, dated as of December 31, 2024.

Exhibit 10.30 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 31, 2024, between NextTrip, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fo

Series J Preferred Stock Securities Purchase Agreement by and among the Company and various purchasers, dated as of December 31, 2024.

Exhibit 10.28 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 30, 2024, between NextTrip, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fo

Warrant to Purchase Common Stock (Cashless) issued to AOS Holdings, LLC, dated January 15, 2025.

Exhibit 4.13 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Certificate of Designation of Series P Nonvoting Convertible Preferred Stock.

Exhibit 3.24 CERTIFICATE OF DESIGNATION OF NEXTTRIP, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes SERIES P NONVOTING CONVERTIBLE PREFERRED STOCK The undersigned, William Kerby, Chief Executive Officer, does hereby certify that: 1. He is the President and Chief Executive Officer of NextTrip, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation is authorized to issue

Series K Preferred Stock Securities Purchase Agreement by and among the Company and various purchasers, dated as of December 31, 2024.

Exhibit 10.29 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 31, 2024, between NextTrip, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fo

Certificate of Designation of Series M Nonvoting Convertible Preferred Stock.

Exhibit 3.14 CERTIFICATE OF DESIGNATION OF NEXTTRIP, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes SERIES M NONVOTING CONVERTIBLE PREFERRED STOCK The undersigned, William Kerby, Chief Executive Officer, does hereby certify that: 1. He is the President and Chief Executive Officer of NextTrip, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation is authorized to issue

Registration Rights Agreement, dated as of December 31, 2024.

Exhibit 10.32 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 31, 2024, is entered into by and among NEXTTRIP, INC., a Nevada corporation (the “Company”), and (the “Investor” and collectively together with its respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respec

Unsecured Promissory Note by and between the Company and SIS II, LLC, dated as of December 31, 2024.

Exhibit 10.31 PROMISSORY NOTE December 31, 2024 FOR $220,000 (Two Hundred Twenty Thousand Dollars) RECEIVED, the undersigned, NextTrip, Inc., a Nevada corporation, at 3900 Paseo del Sol, Santa Fe, New Mexico 87507 (the “Maker” or the “Company”), hereby unconditionally promises to pay to the order of SIS II LLC (the “Payee”), the principal and the premium thereon as provided in this Promissory Note

Securities Purchase Agreement by and between the Company and Alumni Capital LP, dated September 19, 2024.

Exhibit 10.24 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”), dated as of September 19, 2024, by and between NextTrip, Inc., a Nevada corporation (the “Company”), and Alumni Capital LP, a Delaware limited partnership (the “Investor”). RECITALS WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, a

Form of Indemnification Agreement for directors and officers of NextTrip, Inc.

Exhibit 10.4 NEXTTRIP, INC. INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [], 202, by and between NextTrip, Inc., a Nevada corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with ad

As filed with the Securities and Exchange Commission on July 29, 2025.

As filed with the Securities and Exchange Commission on July 29, 2025. Registration No. 333-288212 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEXTTRIP, INC. (Exact name of registrant as specified in its charter) Nevada 4724 27-1865814 (State or Other Jurisdiction of Incorporation) (Prim

Securities Purchase Agreement by and between the Company and Alumni Capital LP, dated September 19, 2024.

Exhibit 10.23 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 19, 2024, by and between NEXTTRIP, INC., a Nevada corporation, with headquarters located at 3900 Paseo del Sol Santa Fe, New Mexico 87507 (the “Company”), and ALUMNI CAPITAL LP, a Delaware limited partnership, with its address at 80 S.W. Eighth Street, 20th Floor, Miami, FL 33131

As filed with the Securities and Exchange Commission on July 29, 2025

As filed with the Securities and Exchange Commission on July 29, 2025 Registration No.

2023 Equity Incentive Plan.

Exhibit 10.17 SIGMA ADDITIVE SOLUTIONS, INC. 2023 EQUITY INCENTIVE PLAN 1. Purpose; Eligibility. 1.1 General Purpose. The name of this plan is the Sigma Additive Solutions, Inc. 2023 Equity Incentive Plan (the “Plan”). The purposes of the Plan are to (a) enable Sigma Additive Solutions, Inc., a Nevada corporation (the “Company”), and any Affiliate to attract and retain the types of Employees, Cons

Certificate of Designation of Series J Nonvoting Convertible Preferred Stock.

Exhibit 3.11 CERTIFICATE OF DESIGNATION OF NEXTTRIP, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes SERIES J NONVOTING CONVERTIBLE PREFERRED STOCK The undersigned, William Kerby, Chief Executive Officer, does hereby certify that: 1. He is the President and Chief Executive Officer of NextTrip, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation is authorized to issue

Unsecured Promissory Note by and between the Company and AOS Holdings, LLC, dated as of December 31, 2024.

Exhibit 10.33 PROMISSORY NOTE $1,000,000 December 31, 2024 For value received, the undersigned, NextTrip, Inc. at address 3900 Paseo del Sol, Santa Fe NM 87507 (the “Borrower”), promises to pay AOS Holdings, LLC (the “Lender”), the sum of $1,000,000 plus an interest rate of 15% per annum prepaid interest. The Parties further agree that all Interest on the loan will be prepaid in the form of $150,0

Warrant to Purchase Common Stock (Cash) issued to AOS Holdings, LLC, dated January 15, 2025.

Exhibit 4.12 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-8 (Form Type) NextTrip, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered

Certificate of Designation of Series K Nonvoting Convertible Preferred Stock.

Exhibit 3.12 CERTIFICATE OF DESIGNATION OF NEXTTRIP, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes SERIES K NONVOTING CONVERTIBLE PREFERRED STOCK The undersigned, William Kerby, Chief Executive Officer, does hereby certify that: 1. He is the President and Chief Executive Officer of NextTrip, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation is authorized to issue

Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-1 (Form Type) NextTrip, Inc. (Exact Name of Registrant as Specified in its Charter) 333-288212 Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration F

Series N Preferred Stock Securities Purchase Agreement by and between the Company and The Entrust Group, Inc., dated as of January 28, 2025.

Exhibit 10.34 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 28, 2025, between NextTrip, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set for

Warrant to Purchase Common Stock issued to SIS II LLC, dated December 31, 2024

Exhibit 4.11 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF (a) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OR (b) AN OPINION REASONABLY SATISFACTORY TO NEXTTRIP, INC., FROM COUNSEL FOR NEXTTRIP, INC., OR FROM COUNSEL FOR THE PROPOSED TRANSFEROR REASONABLY SATISFACTORY TO NEXTTRIP, INC., TO THE EF

Series I Preferred Stock Securities Purchase Agreement by and between the Company and, dated as of February 24, 2025.

Exhibit 10.37 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 24, 2025, between NextTrip, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fo

Certificate of Designation of Series L Nonvoting Convertible Preferred Stock.

Exhibit 3.13 CERTIFICATE OF DESIGNATION OF NEXTTRIP, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes SERIES L NONVOTING CONVERTIBLE PREFERRED STOCK The undersigned, William Kerby, Chief Executive Officer, does hereby certify that: 1. He is the President and Chief Executive Officer of NextTrip, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation is authorized to issue

Securities Purchase Agreement by and among the Company and various purchasers, dated as of February 15, 2024.

Exhibit 10.20 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 15, 2024, between Sigma Additive Solutions, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and c

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Unaudited Pro Forma Condensed Combined Financial Information (unless otherwise indicated, all amounts in whole U.S. dollars, except share, per share and par value data) We are providing the following unaudited pro forma condensed combined statement of operations to aid you in your analysis of the financial aspects of the of

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER Nexttrip, Inc. (Exact name of Registrant as specif

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER Nexttrip, Inc. (Exact name of Registrant as specified in its charter) Nevada 001-38015 27-1865814 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer

Regulation FD Disclosure, Financial Statements and Exhibits

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): July 17, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Number)

NextTrip Announces Strategic Partnership with KC Global Media to Launch Journy-Branded Channel in Southeast Asia KC Global Media’s Co-Founder and Chairman Andy Kaplan to Join NextTrip Board of Directors

Exhibit 99.1 NextTrip Announces Strategic Partnership with KC Global Media to Launch Journy-Branded Channel in Southeast Asia KC Global Media’s Co-Founder and Chairman Andy Kaplan to Join NextTrip Board of Directors Santa Fe, NM – July 17, 2025 – NextTrip, Inc. (NASDAQ: NTRP) (“NextTrip,” “we,” “our,” or the “Company”), a technology-forward travel company redefining how people discover, plan, and

Unsecured Promissory Note ($500,000) by and between NextTrip Holdings, Inc. and Donald P. Monaco Insurance Trust, dated April 9, 2025.

Exhibit 10.4 UNSECURED PROMISSORY NOTE $500,000 April 9, 2025 Note Series: 042025-48 Sunrise, Florida For value received, NextTrip Holdings, Inc., a Florida corporation (the “Company”), promises to pay to the Donald P. Monaco Insurance Trust, (the “Holder”), the principal sum of $500,000. Interest shall accrue from the date of this Unsecured Promissory Note (the “Note”) on the unpaid principal amo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-38015 NEXTTRIP, INC. (Exact name of registrant as s

NextTrip to Realign and Strengthen Board of Directors with Appointments of Carmen Diges, David Jiang, Jimmy Byrd, and Steve Kircher Appointments Add a Diverse Range of Experience Across Global Capital Markets, Corporate Development, Technology, and M

Exhibit 99.1 NextTrip to Realign and Strengthen Board of Directors with Appointments of Carmen Diges, David Jiang, Jimmy Byrd, and Steve Kircher Appointments Add a Diverse Range of Experience Across Global Capital Markets, Corporate Development, Technology, and Media Santa Fe, NM – July 14, 2025 – NextTrip, Inc. (NASDAQ: NTRP) (“NextTrip,” “we,” “our,” or the “Company”), a technology-forward trave

Warrant by and between the Company and Alumni Capital LP, dated September 19, 2024.

Exhibit 4.10 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

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): July 14, 2025 NextTrip, Inc. (Exa

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): July 14, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Unsecured Promissory Note ($145,000) by and between NextTrip Holdings, Inc. and Donald P. Monaco Insurance Trust, dated April 9, 2025.

Exhibit 10.5 UNSECURED PROMISSORY NOTE $145,000 April 9, 2025 Note Series: 042025-49 Sunrise, Florida For value received, NextTrip Holdings, Inc., a Florida corporation (the “Company”), promises to pay to the Donald P. Monaco Insurance Trust, (the “Holder”), the principal sum of $145,000. Interest shall accrue from the date of this Unsecured Promissory Note (the “Note”) on the unpaid principal amo

Financial Statements and Exhibits

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): June 30, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Number)

FSA TRAVEL, LLC BALANCE SHEETS

Exhibit 99.1 FSA TRAVEL, LLC BALANCE SHEETS March 31, 2025 (Unaudited) December 31, 2024 ASSETS Current Assets: Cash $ 475,344 $ 6,987 Accounts receivable 13,460 27,311 Investment in NextTrip 500,000 - Total Current Assets 988,804 34,298 Non-Current Assets: Property and Equipment, net - - Intangible Assets, net 577,569 593,611 Total Non-Current Assets 577,569 593,611 TOTAL ASSETS $ 1,566,373 $ 627

INDEPENDENT AUDITORS’ REPORT

Exhibit 99.1 INDEPENDENT AUDITORS’ REPORT To the Board of Directors and Shareholders of FSA Travel, LLC Opinion We have audited the accompanying financial statements of FSA Travel, LLC (a New York corporation), which comprise the balance sheets as of December 31, 2024, and 2023, and the related statements of operations, members’ equity, and cash flows for the years then ended, and the related note

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Unaudited Pro Forma Condensed Combined Financial Information (unless otherwise indicated, all amounts in whole U.S. dollars, except share, per share and par value data) We are providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the of th

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2025 NextTrip, Inc. (Exact name of registrant as specified in its charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-1 (Form Type) NextTrip, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Re

As filed with the Securities and Exchange Commission on June 20, 2025.

As filed with the Securities and Exchange Commission on June 20, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEXTTRIP, INC. (Exact name of registrant as specified in its charter) Nevada 4724 27-1865814 (State or Other Jurisdiction of Incorporation) (Primary Standard Industrial C

Warrant to Purchase Common Stock, dated January 27, 2025 (filed as Exhibit 4.16 to the Company’s Annual Report on Form 10-K filed on May 29, 2025 and incorporated herein by reference).

Exhibit 4.16 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Promissory Note by and between the Company and 1800 Diagonal Lending LLC, dated November 8, 2024 (filed as Exhibit 10.31 to the Company’s Annual Report on Form 10-K filed on May 29, 2025 and incorporated herein by reference).

Exhibit 10.31 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN

Promissory Note by and between the Company and Carmen Diges, dated October 18, 2024 (filed as Exhibit 10.26 to the Company’s Annual Report on Form 10-K filed on May 29, 2025 and incorporated herein by reference).

Exhibit 10.26 UNSECURED PROMISSORY NOTE $40,000.00 June 26, 2024 Sunrise, Florida For value received, NextTrip Holdings, Inc., a Florida corporation (the “Company”), promises to pay to Carmen Diges, an individual (the “Holder”), the principal sum of $40,000.00. Interest shall accrue from the date of this Unsecured Promissory Note (the “Note”) on the unpaid principal amount at a rate equal to 7.5%

Warrant to Purchase Common Stock, dated November 1, 2024 (filed as Exhibit 4.11 to the Company’s Annual Report on Form 10-K filed on May 29, 2025 and incorporated herein by reference).

Exhibit 4.11 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 28, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38015 NEXTTRIP, INC. (Exact nam

Warrant to Purchase Common Stock, dated December 3, 2024 (filed as Exhibit 4.12 to the Company’s Annual Report on Form 10-K filed on May 29, 2025 and incorporated herein by reference).

Exhibit 4.12 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Unsecured Promissory Note by and between the Company and Steve Kircher, dated October 18, 2024 (filed as Exhibit 10.25 to the Company’s Annual Report on Form 10-K filed on May 29, 2025 and incorporated herein by reference).

Exhibit 10.25 UNSECURED PROMISSORY NOTE $100,000.00 May 24, 2024 Sunrise, Florida For value received, NextTrip Holdings, Inc., a Florida corporation (the “Company”), promises to pay to Steve Kircher, an individual (the “Holder”), the principal sum of $100,000.00. Interest shall accrue from the date of this Unsecured Promissory Note (the “Note”) on the unpaid principal amount at a rate equal to 7.5

Warrant to Purchase Common Stock, dated January 27, 2025 (filed as Exhibit 4.15 to the Company’s Annual Report on Form 10-K filed on May 29, 2025 and incorporated herein by reference).

Exhibit 4.15 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Exhibit 4.23

Exhibit 4.23 DESCRIPTION OF SECURITIES The following is a summary of the material terms and provisions of the securities of NextTrip, Inc. (“us,” “our,” “we” or the “Company”) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended, and certain provisions of our amended and restated articles of incorporation, as amended (our “Charter”), and amended and restated byla

Securities Purchase Agreement by and between the Company and 1800 Diagonal Lending LLC, dated November 8, 2024 (filed as Exhibit 10.30 to the Company’s Annual Report on Form 10-K filed on May 29, 2025 and incorporated herein by reference).

Exhibit 10.30 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 8, 2024, by and between NEXTTRIP, INC., a Nevada corporation, with its address at 3900 Paseo del Sol, Santa Fe, NM 87507 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria, VA 22314 (t

Cash Warrant, dated December 31, 2024 (filed as Exhibit 4.13 to the Company’s Annual Report on Form 10-K filed on May 29, 2025 and incorporated herein by reference).

Exhibit 4.13 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Securities Purchase Agreement by and between the Company and 1800 Diagonal Lending LLC, dated February 4, 2025 (filed as Exhibit 10.38 to the Company’s Annual Report on Form 10-K filed on May 29, 2025 and incorporated herein by reference).

Exhibit 10.38 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 4, 2025, by and between NEXTTRIP, INC., a Nevada corporation, with its address at 3900 Paseo del Sol, Santa Fe, NM 87507 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria, VA 22314 (t

Promissory Note and Securities Purchase Agreement by and between the Company and 1800 Diagonal Lending LLC, dated October 18, 2024 (filed as Exhibit 10.29 to the Company’s Annual Report on Form 10-K filed on May 29, 2025 and incorporated herein by reference).

Exhibit 10.29 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN

Warrant to Purchase Common Stock, dated January 28, 2025 (filed as Exhibit 4.17 to the Company’s Annual Report on Form 10-K filed on May 29, 2025 and incorporated herein by reference).

Exhibit 4.17 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Promissory Note by and between the Company and 1800 Diagonal Lending LLC, dated February 4, 2025 (filed as Exhibit 10.39 to the Company’s Annual Report on Form 10-K filed on May 29, 2025 and incorporated herein by reference).

Exhibit 10.39 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN

Cashless Warrant, dated December 31, 2024 (filed as Exhibit 4.14 to the Company’s Annual Report on Form 10-K filed on May 29, 2025 and incorporated herein by reference).

Exhibit 4.14 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

List of Subsidiaries.

Exhibit 21.1 List of Subsidiaries Subsidiary Percentage Owned by NextTrip, Inc. Jurisdiction of Incorporation NextTrip Holdings, Inc. 100% Florida Extraordinary Vacations USA, Inc. 100% Delaware FSA Travel, LLC 100% New York

Unregistered Sales of Equity Securities

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 5, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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 6, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Line of Credit Agreement, dated May 6, 2025 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 8, 2025 and incorporated herein by reference).

Exhibit 10.1 LINE OF CREDIT AGREEMENT This Line of Credit Agreement (“Agreement”) is entered into effective as of May 6, 2025 by and between: Monaco Investment Partners II, lp a Limited Partnership organized under the laws of the State of Illinois 353 E. Liberty Drive Wheaton, IL 60187 (“Lender”) and NextTrip, Inc, a Nevada corporation 3900 Paseo del Sol Santa Fe, NM 87507 (“Borrower”) RECITALS: W

NextTrip Secures $3 Million Line of Credit from Chairman to Support Growth and Operations New Facility Provides Enhanced Financial Flexibility to Achieve Near-Term Strategic Initiatives and Growth Opportunities in 2025

Exhibit 99.1 NextTrip Secures $3 Million Line of Credit from Chairman to Support Growth and Operations New Facility Provides Enhanced Financial Flexibility to Achieve Near-Term Strategic Initiatives and Growth Opportunities in 2025 Santa Fe, NM – May 8, 2025 – NextTrip, Inc. (NASDAQ: NTRP) (“NextTrip,” “we,” “our,” or the “Company”), a technology-forward travel company redefining how people discov

Unregistered Sales of Equity Securities

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): April 28, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Number

NextTrip Provides Business Update and Highlights Major Milestones in Strategic Expansion, Solidifying Positioning in Luxury and Experiential Travel Recent Developments Bring NextTrip Closer to Delivering a True One-Stop Platform for Travelers Worldwi

Exhibit 99.1 NextTrip Provides Business Update and Highlights Major Milestones in Strategic Expansion, Solidifying Positioning in Luxury and Experiential Travel Recent Developments Bring NextTrip Closer to Delivering a True One-Stop Platform for Travelers Worldwide while Building Long-Term Value for Stakeholders Nasdaq Listing Approved and Continued Compliance Achieved Santa Fe, NM – April 24, 202

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

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): April 23, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Number

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Unregistered Sales of Equity Securities

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): April 9, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Number)

NextTrip Completes Full Acquisition of Luxury Travel Brand Five Star Alliance with Remaining 51% Purchase Transaction Further Strengthens NextTrip’s Position in the Travel Market, Unlocking New Integration and Revenue Generating Opportunities Across

Exhibit 99.1 NextTrip Completes Full Acquisition of Luxury Travel Brand Five Star Alliance with Remaining 51% Purchase Transaction Further Strengthens NextTrip’s Position in the Travel Market, Unlocking New Integration and Revenue Generating Opportunities Across Both B2C and B2B Travel Segments Santa Fe, NM – April 14, 2025 – NextTrip, Inc. (NASDAQ: NTRP) (“NextTrip,” “we,” “our,” or the “Company”

Unsecured Promissory Note ($145,000) by and between NextTrip Holdings, Inc. and Donald P. Monaco Insurance Trust, dated April 9, 2025 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 11, 2025 and incorporated herein by reference).

Exhibit 10.2 UNSECURED PROMISSORY NOTE $145,000 April 9, 2025 Note Series: 042025-49 Sunrise, Florida For value received, NextTrip Holdings, Inc., a Florida corporation (the “Company”), promises to pay to the Donald P. Monaco Insurance Trust, (the “Holder”), the principal sum of $145,000. Interest shall accrue from the date of this Unsecured Promissory Note (the “Note”) on the unpaid principal amo

As confidentially submitted to the Securities and Exchange Commission on April 11, 2025. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confid

As confidentially submitted to the Securities and Exchange Commission on April 11, 2025.

Unsecured Promissory Note ($500,000) by and between NextTrip Holdings, Inc. and Donald P. Monaco Insurance Trust, dated April 9, 2025 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 11, 2025 and incorporated herein by reference).

Exhibit 10.1 UNSECURED PROMISSORY NOTE $500,000 April 9, 2025 Note Series: 042025-48 Sunrise, Florida For value received, NextTrip Holdings, Inc., a Florida corporation (the “Company”), promises to pay to the Donald P. Monaco Insurance Trust, (the “Holder”), the principal sum of $500,000. Interest shall accrue from the date of this Unsecured Promissory Note (the “Note”) on the unpaid principal amo

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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): April 9, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Number)

NextTrip, Inc. 3900 Paseo del Sol Santa Fe, New Mexico 87507 (954) 526-9688 April 7, 2025

NextTrip, Inc. 3900 Paseo del Sol Santa Fe, New Mexico 87507 (954) 526-9688 April 7, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: NextTrip, Inc. Request for Withdrawal of Registration Statement on Form S-1 Filed on April 8, 2024 File No. 333-278562 Pursuant to Rule 477 of the Securities Act of 1933, as

NextTrip Acquires JOURNY TV Channel, Expanding Its FAST Media Footprint Acquisition Accelerates NextTrip Media Growth, Strengthening Audience Reach and Advertising Opportunities

Exhibit 99.1 NextTrip Acquires JOURNY TV Channel, Expanding Its FAST Media Footprint Acquisition Accelerates NextTrip Media Growth, Strengthening Audience Reach and Advertising Opportunities Santa Fe, NM – April 7, 2025 – NextTrip, Inc. (NASDAQ: NTRP) (“NextTrip,” “we,” “our,” or the “Company”), a leading travel technology company dedicated to transforming how travelers plan, book, and experience

Asset Purchase Agreement by and between the Company and Ovation, LLC, dated April 1, 2025 (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated April 7, 2025, and incorporated herein by reference).

Exhibit 2.1 ASSET PURCHASE AGREEMENT (“APA”) This Asset Purchase Agreement (the “Agreement” or “APA”) is made and entered into as of April 1, 2025, by and between: Seller: Ovation, LLC, a Delaware limited liability company, with its principal place of business at 500 S Sepulveda Blvd., Suite 300, Los Angeles, CA 90049. Buyer: Nexttrip, Inc., a Nevada corporation, with its principal place of busine

License Agreement by and between the Company and Ovation, LLC, dated April 1, 2025 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 7, 2025 and incorporated herein by reference).

Exhibit 10.1 LICENSE AGREEMENT THIS AGREEMENT, dated as of April 1, 2025, by and between OVATION LLC with offices at 500 S. Sepulveda Blvd., Suite 300, Los Angeles, CA 90049 (“Licensor”) and NEXTTRIP, INC. with offices at 3900 Paseo del Sol, Santa Fe, NM 8750 (“Licensee”), sets forth the material terms under which Licensee agrees to license from Licensor certain exhibition rights in and to the pro

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sales of Equity Securities, Regulation FD Disclosure, Financial Statements and Exhibits

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): April 1, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Warrant by and between the Company and Alumni Capital LP, dated April 1, 2025 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 4, 2025, and incorporated herein by reference).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Securities Purchase Agreement by and between the Company and Alumni Capital LP, dated April 1, 2025 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 4, 2025 and incorporated herein by reference).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 1, 2025, by and between NEXTTRIP, INC., a Nevada corporation, with headquarters located at 3900 Paseo del Sol Santa Fe, New Mexico 87507 (the “Company”), and ALUMNI CAPITAL LP, a Delaware limited partnership, with its address at 80 S.W. Eighth Street, 20th Floor, Miami, FL 33131 (the

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): April 1, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Promissory Note by and between the Company and Alumni Capital LP, dated April 1, 2025 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 4, 2025 and incorporated herein by reference).

Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Changes in Control of Registrant, Unregistered Sales of Equity Securities, Other Events

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) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

Unregistered Sales of Equity Securities, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Shareholder Director Nominations

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 3, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Amendment to Certificate of Designation of Series I Convertible Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Exhibit 3.1

Warrant to Purchase Common Stock issued to AOS Holdings, LLC, dated as of February 26, 2025 (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on February 28, 2025, and incorporated herein by reference).

Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

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): February 24, 2025 NextTrip, Inc.

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): February 24, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Num

Related Party Debt Conversion Agreement, dated as of February 24, 2025, by and between the Company and William Kerby (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Exhibit 10.3 DEBT CONVERSION AGREEMENT This Debt Conversion Agreement (the “Agreement”) is entered into effective as of as of February 24, 2025 by and between the investor on the signature page hereto (“Investor”) and NextTrip, Inc., a Nevada corporation (the “Company”), with reference to the following facts: WHEREAS, Investor has deferred salary of $610,500.06 as of January 31, 2025, of which the

Amendment to Certificate of Designation of Series L Nonvoting Convertible Preferred Stock (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Exhibit 3.2

Equity Investment Agreement, dated as of February 26, 2025, by and between AOS Holdings LLC and the Company (filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Exhibit 10.5 Equity Investment Agreement Between AOS Holdings LLC 4310 Guion Road, Indianapolis IN 46254 (the” Investor”) And NextTrip Inc. 3900 Paseo del Sol Santa Fe, New Mexico 87507 (the “Issuer”) Whereas The Parties recognize that an equity investment in NextTrip is both strategically timely and beneficial to the Issuer prior to the Issuers year end of February 28th, 2025: AND Whereas the Inv

Warrant to Purchase Common Stock (Cash) issued to AOS Holdings, LLC, dated as of February 26, 2025 (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on February 28, 2025, and incorporated herein by reference).

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Unaudited Pro Forma Condense Balance Sheet of NextTrip, Inc.

Exhibit 99.1 Unaudited Pro Forma Condense Balance Sheet of NextTrip, Inc. November 30, 2024 Pro Forma Adjustments Note Reference As Adjusted November 30, 2024 Cash and Cash Equivalents $ 15,385 $ 3,326,995 (1) (4) (6) (9) (10) (13) (14) (17) (22) $ 3,342,380 Total Other Current Assets $ 1,509,126 $ 450,220 (2) (4) (7) (11) (16) (21) $ 1,959,346 Total Non-Current Assets $ 3,454,240 $ 4,287,250 (13)

Warrant to Purchase Common Stock (Cashless) issued to AOS Holdings, LLC, dated as of February 26, 2025 (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on February 28, 2025, and incorporated herein by reference).

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Warrant to Purchase Common Stock issued to Greg Miller, dated as of February 24, 2025 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 28, 2025, and incorporated herein by reference).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Series I Preferred Stock Securities Purchase Agreement, dated as of February 24, 2025 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 24, 2025, between NextTrip, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set for

Certificate of Designation of Series P Nonvoting Convertible Preferred Stock (filed as Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Exhibit 3.3 CERTIFICATE OF DESIGNATION OF NEXTTRIP, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes SERIES P NONVOTING CONVERTIBLE PREFERRED STOCK The undersigned, William Kerby, Chief Executive Officer, does hereby certify that: 1. He is the President and Chief Executive Officer of NextTrip, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation is authorized to issue

Consulting Agreement, dated as of February 26, 2025, by and between AOS Holdings LLC and the Company (filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Exhibit 10.7 CORPORATE CONSULTING SERVICES AGREEMENT This Corporate Consulting Services Agreement (the “Agreement”) is made and entered into as of the last date set forth on the signature page hereof (the “Effective Date”), by and between AOS Holdings, LLC (the “Consultant”), a Indiana corporation whose address is 4310 Guion Road, Indianapolis IN. 46254 NextTrip, Inc. (NASDAQ: NTRP) (“the “Company

Debt Exchange Agreement, dated as of February 26, 2025, by and between AOS Holdings LLC and the Company (filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Exhibit 10.6 Debt Exchange Agreement Between AOS Holdings LLC 4310 Guion Road, Indianapolis IN 46254 (the” Investor”) And NextTrip Inc. 3900 Paseo del Sol Santa Fe, New Mexico 87507 (the “Issuer”) Whereas the parties have entered into an agreement whereby AOS (the Investor) has loaned NextTrip $1,000,000 (the Issuer) as of December 19th 2024 along with prepaid Interest of $150,000 in Preferred I s

Debt Conversion Agreement, dated as of February 24, 2025, by and between the Company and Greg Miller (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Exhibit 10.2 DEBT CONVERSION AGREEMENT This Debt Conversion Agreement (the “Agreement”) is entered into effective as of February 24, 2025 by and between the investor on the signature page hereto (“Investor”) and NextTrip, Inc., a Nevada corporation (the “Company”), with reference to the following facts: WHEREAS, the Company is indebted to the Investor for certain unpaid past salary, of which the C

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): February 28, 2025 NextTrip, Inc.

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): February 28, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Num

Related Party Debt Conversion Agreement, dated as of February 24, 2025, by and between the Company and Donald P. Monaco (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Exhibit 10.4 DEBT CONVERSION AGREEMENT This Debt Conversion Agreement (the “Agreement”) is entered into effective as of February 24, 2025 by and between the investor on the signature page hereto (“Investor”) and NextTrip, Inc., a Nevada corporation (the “Company”), with reference to the following facts: WHEREAS, Investor has loaned certain funds to the Company as described in those certain unsecur

NextTrip Strengthens Financial Position with the Conversion of $2.6 Million in Short-Term Debt to Restricted Equity Before its Fiscal Year-End Provides for a Stronger Balance Sheet and Greater Financial Flexibility to Focus on Scaling Innovative Trav

Exhibit 99.1 NextTrip Strengthens Financial Position with the Conversion of $2.6 Million in Short-Term Debt to Restricted Equity Before its Fiscal Year-End Provides for a Stronger Balance Sheet and Greater Financial Flexibility to Focus on Scaling Innovative Travel Solutions Santa Fe, NM – February 28, 2025 – NextTrip, Inc. (NASDAQ: NTRP) (“NextTrip,” “we,” “our,” or the “Company”), a leading trav

Withdrawal of Certificate of Designation of Series A Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 27, 2025 and incorporated herein by reference).

Exhibit 3.1

Withdrawal of Certificate of Designation of Series D Preferred Stock (filed as Exhibit 3.4 to the Company’s Current Report on Form 8-K filed on February 27, 2025 and incorporated herein by reference).

Exhibit 3.4

Withdrawal of Certificate of Designation of Series C Preferred Stock (filed as Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on February 27, 2025 and incorporated herein by reference).

Exhibit 3.3

Share Exchange Agreement by and between the Company and Blue Fysh Holdings, Inc., dated February 24, 2025 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 27, 2025 incorporated herein by reference).

Exhibit 10.1 SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of February 24, 2025 (the “Effective Date”), is entered into by and among i) NextTrip, Inc., a Nevada corporation (“Purchaser” or “Nexttrip”); and ii) Blue Fysh Holdings Inc. a Florida corporation with headquarters located at12210 SW Main St Portland OR97223 (“Seller” or BF” or “Blue Fysh”). Each of BF

Withdrawal of Certificate of Designation of Series B Preferred Stock (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on February 27, 2025 and incorporated herein by reference).

Exhibit 3.2

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Financial Statements and Exhibits

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): February 24, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Num

Withdrawal of Certificate of Designation of Series G Preferred Stock (filed as Exhibit 3.5 to the Company’s Current Report on Form 8-K filed on February 27, 2025 and incorporated herein by reference).

Exhibit 3.5

NextTrip and Blue Fysh Announce Strategic Partnership and Share Exchange Agreement to Drive Mutual Growth Enables Expanded Audience Reach, Increased Advertising Revenue, Enhanced Sales Efforts, Increased Brand Awareness and Other Strategic Partnershi

Exhibit 99.1 NextTrip and Blue Fysh Announce Strategic Partnership and Share Exchange Agreement to Drive Mutual Growth Enables Expanded Audience Reach, Increased Advertising Revenue, Enhanced Sales Efforts, Increased Brand Awareness and Other Strategic Partnership Opportunities SUNRISE, FL — February 27, 2025 – NextTrip, Inc. (NASDAQ: NTRP) (“NextTrip,” “we,” “our,” or the “Company”), a leading tr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Other Events

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): February 26, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Num

NextTrip Appoints John McMahon as Chief Operating Officer – Travel, Expands into Cruise Industry with Five Star Alliance Proven Industry Leader Brings Deep Relationships and Extensive Expertise Across all Facets of Leisure, Travel and Tourism Five St

Exhibit 99.1 NextTrip Appoints John McMahon as Chief Operating Officer – Travel, Expands into Cruise Industry with Five Star Alliance Proven Industry Leader Brings Deep Relationships and Extensive Expertise Across all Facets of Leisure, Travel and Tourism Five Star Alliance Now Directing Group Booking Inquiries to NextTrip NextTrip to Launch New Cruise Booking Engine in the First Half of 2025 SUNR

Regulation FD Disclosure, Financial Statements and Exhibits

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): February 25, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Num

Certificate of Designation of Series O Nonvoting Convertible Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed February 11, 2025 and incorporated herein by reference).

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF NEXTTRIP, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes SERIES O NONVOTING CONVERTIBLE PREFERRED STOCK The undersigned, William Kerby, Chief Executive Officer, does hereby certify that: 1. He is the President and Chief Executive Officer of NextTrip, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation is authorized to issue

Membership Interest Purchase Agreement, by and among NextTrip, Inc., FSA Travel, LLC, John McMahon, as Majority Member, and the other Signatories thereto, dated February 6, 2025 (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated February 11, 2025, and incorporated herein by reference).

Exhibit 2.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG NEXTTRIP, INC., FSA TRAVEL, LLC, JOHN MCMAHON, AS MAJORITY MEMBER, AND THE OTHER SIGNATORIES HERETO DATED AS OF FEBRUARY 6, 2025 TABLE OF CONTENTS RECITALS 6 ARTICLE I: DEFINITIONS 6 ARTICLE II: ISSUANCE; PURCHASE; CLOSING 13 Section 2.1 Issuance, Purchase and Sale. 13 Section 2.2 Purchase Price. 14 Section 2.3 Closing. 17 Section 2.4

Completion of Acquisition or Disposition of Assets, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Financial Statements and Exhibits

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): February 6, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Numb

NextTrip Closes on 49% Stake in Five Star Alliance Secures Option to Acquire Full Ownership

Exhibit 99.2 NextTrip Closes on 49% Stake in Five Star Alliance Secures Option to Acquire Full Ownership Santa Fe, NM – February 11, 2025 – NextTrip, Inc. (NASDAQ: NTRP) (“NextTrip” or the “Company”), a leading travel technology company, today announced it has closed its previously announced acquisition of a 49% stake in Five Star Alliance, a premier luxury travel agency. As part of the transactio

NextTrip Invests in Luxury Travel Brand Five Star Alliance to secure 49% Stake with an Option to Purchase Remaining 51% Transaction Strengthens NextTrip’s Platform, Unlocks New Integration and Growth Opportunities Five Star Senior Management to Join

Exhibit 99.1 NextTrip Invests in Luxury Travel Brand Five Star Alliance to secure 49% Stake with an Option to Purchase Remaining 51% Transaction Strengthens NextTrip’s Platform, Unlocks New Integration and Growth Opportunities Five Star Senior Management to Join NextTrip to Help Define Key Areas of Synergy and Revenue Acceleration in Both Travel and Media Santa Fe, NM – February 6, 2024 – NextTrip

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Amendment No. 1 to Forbearance Agreement, dated as of January 31, 2025, by and between NextTrip Holdings, Inc. and NextTrip, Inc. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 31, 2025, and incorporated herein by reference).

Exhibit 10.1 AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT This Amendment No. 1 (this “Amendment”) to that certain Forbearance Agreement, dated December 9, 2024 (the “Forbearance Agreement”), is made and entered into effective as of January 31, 2025 (the “Effective Date”) by and among NextTrip Holdings, Inc. (“Holdings”) via William Kerby, in his capacity as the representative of Holdings shareholders

Form of Series N Preferred Stock Securities Purchase Agreement, dated as of January 28, 2025 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed January 31, 2025, and incorporated herein by reference).

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January [], 2025, between NextTrip, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fort

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): January 28, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Certificate of Designation of Series N Nonvoting Convertible Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed January 31, 2025 and incorporated herein by reference).

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF NEXTTRIP, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes SERIES N NONVOTING CONVERTIBLE PREFERRED STOCK The undersigned, William Kerby, Chief Executive Officer, does hereby certify that: 1. He is the President and Chief Executive Officer of NextTrip, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation is authorized to issue

Form of Warrant.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Shareholder Director Nominations

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): January 27, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction (Commission (IRS Employer of Incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-38015 NEXTTRIP, INC. (Exact name of registrant

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): January 6, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Certificate of Designation of Series K Nonvoting Convertible Preferred Stock (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed January 3, 2025 and incorporated herein by reference).

Exhibit 3.2 CERTIFICATE OF DESIGNATION OF NEXTTRIP, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes SERIES K NONVOTING CONVERTIBLE PREFERRED STOCK The undersigned, William Kerby, Chief Executive Officer, does hereby certify that: 1. He is the President and Chief Executive Officer of NextTrip, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation is authorized to issue

Certificate of Designation of Series L Nonvoting Convertible Preferred Stock (filed as Exhibit 3.3 to the Company’s Current Report on Form 8-K filed January 3, 2025 and incorporated herein by reference).

Exhibit 3.3 CERTIFICATE OF DESIGNATION OF NEXTTRIP, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes SERIES L NONVOTING CONVERTIBLE PREFERRED STOCK The undersigned, William Kerby, Chief Executive Officer, does hereby certify that: 1. He is the President and Chief Executive Officer of NextTrip, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation is authorized to issue

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): December 31, 2024 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Num

Form of Cashless Warrant.

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Registration Rights Agreement, dated as of December 31, 2024 (filed as Exhibit 10.8 to the Company’s Current Report on Form 8-K filed January 3, 2025, and incorporated herein by reference).

Exhibit 10.8 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December , 2024, is entered into by and among NEXTTRIP, INC., a Nevada corporation (the “Company”), and (the “Investor” and collectively together with its respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respectiv

Form of Related Party Debt Conversion Agreement, dated as of December 31, 2024.

Exhibit 10.4 DEBT CONVERSION AGREEMENT This Debt Conversion Agreement (the “Agreement”) is entered into effective as of as of December 31, 2024 by and between the investor on the signature page hereto (“Investor”) and NextTrip, Inc., a Nevada corporation (the “Company”), with reference to the following facts: WHEREAS, Investor has loaned certain funds to the Company as described in those certain u

Form of Half Cashless Warrant.

Exhibit 4.3 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF (a) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OR (b) AN OPINION REASONABLY SATISFACTORY TO NEXTTRIP, INC., FROM COUNSEL FOR NEXTTRIP, INC., OR FROM COUNSEL FOR THE PROPOSED TRANSFEROR REASONABLY SATISFACTORY TO NEXTTRIP, INC., TO THE EFF

Certificate of Designation of Series J Nonvoting Convertible Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed January 3, 2025 and incorporated herein by reference).

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF NEXTTRIP, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes SERIES J NONVOTING CONVERTIBLE PREFERRED STOCK The undersigned, William Kerby, Chief Executive Officer, does hereby certify that: 1. He is the President and Chief Executive Officer of NextTrip, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation is authorized to issue

Unsecured Promissory Note, dated as of December 31, 2024.

Exhibit 10.6 PROMISSORY NOTE $1,000,000 [Date] For value received, the undersigned, NextTrip, Inc. at address 3900 Paseo del Sol, Santa Fe NM 87507 (the “Borrower”), promises to pay (the “Lender”), the sum of $1,000,000 plus an interest rate of 15% per annum prepaid interest. The Parties further agree that all Interest on the loan will be prepaid in the form of $150,000 of NextTrip Inc. Preferred

Form of Series M Preferred Stock Securities Purchase Agreement, dated as of December 31, 2024 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed January 3, 2025, and incorporated herein by reference).

Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 31, 2024, between NextTrip, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set for

Unsecured Promissory Note, dated as of December 31, 2024 (filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K filed January 3, 2025, and incorporated herein by reference).

Exhibit 10.7 PROMISSORY NOTE December 31, 2024 FOR $220,000 (Two Hundred Twenty Thousand Dollars) RECEIVED, the undersigned, NextTrip, Inc., a Nevada corporation, at 3900 Paseo del Sol, Santa Fe, New Mexico 87507 (the “Maker” or the “Company”), hereby unconditionally promises to pay to the order of (the “Payee”), the principal and the premium thereon as provided in this Promissory Note (the “Note”

Form of Cash Warrant.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Debt Conversion Agreement, dated as of December 31, 2024.

Exhibit 10.5 DEBT CONVERSION AGREEMENT This Debt Conversion Agreement (the “Agreement”) is entered into effective as of as of December 31, 2024 by and between the investor on the signature page hereto (“Investor”) and NextTrip, Inc., a Nevada corporation (the “Company”), with reference to the following facts: WHEREAS, Investor has loaned certain funds to the Company as described in those certain p

Form of Series K Preferred Stock Securities Purchase Agreement, dated as of December 31, 2024 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed January 3, 2025, and incorporated herein by reference).

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 31, 2024, between NextTrip, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set for

Certificate of Designation of Series M Nonvoting Convertible Preferred Stock (filed as Exhibit 3.4 to the Company’s Current Report on Form 8-K filed January 3, 2025 and incorporated herein by reference).

Exhibit 3.4 CERTIFICATE OF DESIGNATION OF NEXTTRIP, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes SERIES M NONVOTING CONVERTIBLE PREFERRED STOCK The undersigned, William Kerby, Chief Executive Officer, does hereby certify that: 1. He is the President and Chief Executive Officer of NextTrip, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation is authorized to issue

Form of Series J Preferred Stock Securities Purchase Agreement, dated as of December 31, 2024 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 3, 2025, and incorporated herein by reference).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 31, 2024, between NextTrip, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set for

Form of Related Party Unsecured Promissory Note.

Exhibit 10.36 UNSECURED PROMISSORY NOTE $[] [Date] Sunrise, Florida For value received, NextTrip Holdings, Inc., a Florida corporation (the “Company”), promises to pay to [Name] and/or [Name], as applicable, each an individual (each, a “Holder,” and together, the “Holders”), the principal sum of $[], or such lesser amount as is advanced by the respective Holder and outstanding hereunder. Interest

As filed with the Securities and Exchange Commission on December 16, 2024

As filed with the Securities and Exchange Commission on December 16, 2024 Registration No.

Form of First Amendment to Unsecured Line of Credit Promissory Note.

Exhibit 10.37 FIRST AMENDMENT TO UNSECURED PROMISSORY NOTE This First Amendment to Unsecured Promissory Note (this “First Amendment”) is entered into by and between NextTrip Holdings, Inc., a Florida corporation (the “Company”), and [], [an Individual] [a [State] corporation] (the “Holder”). The Holder and the Company are hereinafter sometimes referred to collectively as the “Parties,” and individ

Form of Third-Party Investor Promissory Note.

Exhibit 10.38 PROMISSORY NOTE $[] [Date] For value received, the undersigned, NextTrip, Inc. at address 3900 Paseo del Sol, Santa Fe NM 87507 (the “Borrower”), promises to pay [Name] at address [Address] (the “Lender”), the sum of $[] plus a premium of $[] (total sum of $[]). I. TERMS OF REPAYMENT A. Payments Any unpaid principal shall be payable in full by [Date] (the “Due Date”). B. Application