NextTrip Inc. filed SEC Form 8-K: Financial Statements and Exhibits
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INTRODUCTORY NOTE
On April 14, 2025, NextTrip, Inc. (the “Company”) filed a Current Report on Form 8-K (the “April Report”) with the Securities and Exchange Commission (the “Commission”) disclosing the completion of the previously announced acquisition (the “Acquisition”) contemplated by the Membership Interest Purchase Agreement, dated February 6, 2025 (the “Purchase Agreement”), by and among the Company, FSA Travel, LLC (“FSA”), John McMahon, as Majority Member, and the other members of FSA included on the signature page thereto (Mr. McMahon together with such other members, collectively the “FSA Members”).
Pursuant to the terms of the Purchase Agreement, on February 10, 2025, the Company purchased 9,608 membership units of FSA (equal to a 49% ownership stake in FSA immediately after closing) from FSA in exchange for consideration consisting of $500,000 in cash and 161,291 shares of Series O Nonvoting Convertible Preferred Stock (“Series O Preferred”) of the Company (the “Initial Closing”). As disclosed in the April Report, on April 9, 2025, the Company exercised its option to purchase the remaining 51% of the membership units in FSA from the FSA Members in exchange for consideration consisting of an additional $500,000 in cash and 161,291 shares of Series O Preferred (the “Final Closing”). As a result, immediately after the Final Closing, FSA became a wholly owned subsidiary of the Company.
On June 20, 2025, the Company filed a Registration Statement on Form S-1 (the “Registration Statement”) with the Commission to register shares of Company common stock for resale by certain securityholders.
On June 23, 2025, the Company filed a Current Report on Form 8-K/A (the “Amendment”) with the Commission to amend and supplement Item 9.01 of the April Report to include the financial statements and pro forma financial information required by Items 9.01(a) and (b) of Form 8-K, respectively, which were not included in the April Report pursuant to Items 9.01(a)(3) and (b)(2) of Form 8-K.
Item 8.01 Other Events
This Current Report on Form 8-K (this “Current Report”) is being filed with the Commission to provide updated unaudited financial statements of FSA for the three months ended March 31, 2025 and 2024 (the “First Quarter Financial Information”), as required by Form S-1. The First Quarter Financial Information is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference. The First Quarter Financial Information supplements the financial statements and pro forma information contained in Exhibits 99.1 and 99.2 of the Amendment. To the extent that the information in this Current Report differs from or updates information contained in the Amendment, the information in this Current Report shall supersede or supplement the information in the Amendment.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith.
Exhibit Number |
Description | |
| 99.1 | Unaudited financial statements of FSA Travel, LLC as of and for the three months ended March 31, 2025 and 2024, including related notes thereto. | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL Document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NEXTTRIP, INC. | ||
| Date: June 30, 2025 | By: | /s/ William Kerby |
| Name: | William Kerby | |
| Title: | Chief Executive Officer | |