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 Number)

(IRS Employer
Identification No.)

3900 Paseo del Sol
Santa Fe, New Mexico		87507
(Address of Principal Executive Offices)		(Zip Code)

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

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		NTRP		The Nasdaq Stock Market LLC

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On February 25, 2025, NextTrip, Inc. (the “Company”) issued a press release announcing the anticipated launch of the Company’s new Cruise Booking Engine and the appointment of John McMahon as Chief Operating Officer – Travel, as well as certain other business related updates. A copy of the foregoing press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated by reference herein.

The information in this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed subject to the requirements of Item 10 of Regulation S-K, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The furnishing of this information hereby shall not be deemed an admission as to the materiality of any such information.

Forward-Looking Statements

This Current Report, including Exhibit 99.1 attached hereto, contains certain forward-looking statements that involve substantial risks and uncertainties. When used herein, the terms “anticipates,” “expects,” “estimates,” “believes,” “will” and similar expressions, as they relate to us or our management, are intended to identify such forward-looking statements.

Forward-looking statements in this Current Report, including Exhibit 99.1 attached hereto, or hereafter, including in other publicly available documents filed with the Securities and Exchange Commission (the “Commission”), reports to the stockholders of the Company and other publicly available statements issued or released by us involve known and unknown risks, uncertainties and other factors which could cause our actual results, performance (financial or operating) or achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements. Such future results are based upon management’s best estimates based upon current conditions and the most recent results of operations. These risks include, but are not limited to, the risks set forth herein and in such other documents filed with the Commission, each of which could adversely affect the Company’s business and the accuracy of the forward-looking statements contained herein. The Company’s actual results, performance or achievements may differ materially from those expressed or implied by such forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release, dated February 25, 2025.
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: February 25, 2025	By:	/s/ William Kerby
	Name:	William Kerby
	Title:	Chief Executive Officer

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

SUNRISE, FL — February 25, 2025 – NextTrip, Inc. (NASDAQ: NTRP) (“NextTrip,” “we,” “our,” or the “Company”), a leading travel technology company, today announced the appointment of John McMahon, Chief Executive Officer and majority shareholder of Five Star Alliance (“FSA”), as NextTrip’s Chief Operating Officer – Travel Division. With a proven track record in the leisure, travel, and tourism industry, McMahon brings extensive expertise in management, marketing strategy, digital marketing, online distribution, social media, and business development. His deep industry relationships, spanning from C-level executives to on-the-ground professionals, positions him as a valuable addition to the NextTrip leadership team.

In a strategic move to expand its offerings, NextTrip recently announced the purchase of a 49% stake in Five Star Alliance. This 49% investment has allowed NextTrip to capitalize on Five Star products and services, including the upcoming launch of the NextTrip Cruise division, anticipated to be operational in the next few weeks. By utilizing Five Star’s contracts and technology platforms, we have been able to fast track our entry into the thriving cruise industry and to offer exceptional values on a host of cruise products. Through Five Star Alliance, NextTrip now gains direct booking access to the top 35 cruise lines globally. This integration will enable real-time cruise offerings, exclusive amenities, and competitive pricing, making NextTrip Cruise a competitive player in the market. FSA Travel & Cruise Advisors will be available to NextTrip to assist in the recommendation and reservation process as needed. According to Statista, the global cruise market is projected to reach $53.49 billion in revenue by 2029. The new cruise booking engine is expected to present a timely revenue capture opportunity leveraging NextTrip’s multi-million traveler database and its new Compass.TV travel platform.

NextTrip launched its Group Booking platform in July 2024, and with the Five Star Alliance investment, FSA has begun directing all its group booking inquiries to NextTrip for service and follow-up. These leads have already started to convert with NextTrip securing a significant corporate group contract, consisting of 180 travelers contracted and booked, and a couple of other large leisure groups utilizing NextTrip’s group booking tool are in for contract negotiations from the first leads introduced by Five Star. Historically, Five Star Alliance received dozens of group booking inquiries each month but lacked the resources to manage them effectively, often outsourcing leads to third-party agencies for follow-up. This collaboration highlights the synergies of the NextTrip and Five Star Alliance relationship, underscoring the immense growth potential in the group travel segment.

“We are excited to welcome John McMahon to the NextTrip leadership team and expand our capabilities with the Five Star Alliance investment,” said Bill Kerby, Chief Executive Officer at NextTrip. “This strategic move strengthens our position as a full-service travel solutions provider and is expected to accelerate our entry into the high-growth cruise industry. With our enhanced cruise booking platform and group travel capabilities, we believe that we are poised for meaningful expansion and revenue growth.”

About NextTrip

NextTrip (NASDAQ: NTRP) is a technology-driven platform delivering innovative travel booking and travel media solutions. NextTrip Leisure offers individual and group travelers’ vacations to the most popular and sought-after destinations in Mexico, the Caribbean, and around the world. The NextTrip Media platform – Travel Magazine – provides a social media space for viewers to explore, educate, and share their “bucket list” travel experiences with friends. Additionally, NextTrip is launching an end-to-end content ecosystem that utilizes AI-assisted travel planning to capture advertising, build brand awareness, reward loyalty, and drive bookings. For more information and to book a trip, visit www.nexttrip.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). Statements preceded by, followed by or that otherwise include the words “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “project,” “prospects,” “outlook,” and similar words or expressions, or future or conditional verbs such as “will,” “should,” “would,” “may,” and “could” are generally forward-looking in nature and not historical facts. These forward-looking statements involve known and unknown risks, uncertainties and other factors. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are risks relating to, among other things, the company’s development efforts and anticipated launch of its NextTrip Cruise Division; changes to NextTrip’s relationship with FSA; acceptance of NextTrip’s products and services by FSA’s customers; changes in travel, and in particular group travel and the cruise, trends; changes in domestic and foreign business, market, financial, political and legal conditions; unanticipated conditions that could adversely affect the company and/or FSA; the overall level of consumer demand for NextTrip’s and FSA’s products/services; general economic conditions and other factors affecting consumer confidence, preferences, and behavior in the travel industry; disruption and volatility in the global currency, capital, and credit markets; the financial strength of NextTrip’s customers; NextTrip’s ability to raise additional capital to fund its operations; NextTrip’s ability to implement its business strategy; changes in governmental regulation; NextTrip’s exposure to litigation claims and other loss contingencies; stability of consumer demand for NextTrip’s products and services; any breaches of, or interruptions in, NextTrip’s information systems; fluctuations in the price, availability and quality of products as well as foreign currency fluctuations; NextTrip’s ability to maintain its Nasdaq listing; and changes in tax laws and liabilities, tariffs, legal, regulatory, political and economic risks. NextTrip disclaims any intention to, and undertakes no obligation to, revise any forward-looking statements, whether as a result of new information, a future event, or otherwise, except as required by applicable law. For additional information regarding risks and uncertainties that could impact NextTrip’s forward-looking statements, please see disclosures contained in the company’s Annual Report on Form 10-K for the fiscal year ended February 29, 2024 filed with the SEC on September 4, 2024 and our other filings with the SEC which may be viewed at www.sec.gov.

Contacts

Chris Tyson

Executive Vice President

MZ Group - MZ North America

949-491-8235

[email protected]