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)

(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 1.01 Entry into a Material Definitive Agreement.

On May 6, 2025, NextTrip, Inc. (the “Company”) entered into a Line of Credit Agreement (the “Line of Credit”) with Monaco Investment Partners II, LP (the “Lender”) providing the Company with a $3,000,000 revolving line of credit. The Line of Credit allows the Company to request advances thereunder from time to time until May 31, 2027 (the “Maturity Date”). Advances made under the Line of Credit bear simple interest at a rate of 12% per annum, calculated from the date of each respective advance. Accrued interest shall be payable on a monthly basis, no later than the 10th day of the subsequent month. The full outstanding principal balance, together with any accrued and unpaid interest, shall be due and payable in full by the Company on the Maturity Date. The Company may, at its option, prepay any borrowings under the Line of Credit, in whole or in part, at any time prior to the Maturity Date, without penalty.

The Company received an initial advance of $1,045,000 under the Line of Credit, which was used to repay (i) a $400,000 cash advance previously made by Donald P. Monaco Insurance Trust (the “Trust”) to the Company (ii) and all outstanding indebtedness under the terms of those two promissory notes (the “Notes”) entered into by and between NextTrip Holdings, Inc., a wholly owned subsidiary of the Company, and the Trust on April 9, 2025, totaling $645,000.

Donald Monaco, Chairman of the Company’s Board of Directors (“Board”), controls the Lender. Mr. Monaco is also trustee of the Trust. The Line of Credit, including the use of proceeds from the initial advance made thereunder for the repayment of the cash advance and Notes, was approved by the Audit Committee of the Board and the full Board, including the independent members thereof.

The foregoing summary of the Line of Credit does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Line of Credit, a copy of which is attached to this Current Report on Form 8-K (this “Report”) as Exhibit 10.1 and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 regarding the Line of Credit is hereby incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On May 8, 2025, the Company issued a press release announcing execution of the Line of Credit, a copy of which press release is attached to this Report as Exhibit 99.1 and incorporated by reference herein.

The information in Item 7.01 of this 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 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 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 Report, including Exhibit 99.1 attached hereto, or hereafter, including in other publicly available documents filed with 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. Our 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. The following exhibits are filed herewith.

Exhibit Number		Description
10.1		Line of Credit Agreement, dated May 6, 2025.
99.1		Press Release, dated May 8, 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: May 8, 2025	By:	/s/ William Kerby
	Name:	William Kerby
	Title:	Chief Executive Officer

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:

WHEREAS, Lender has agreed to extend a line of credit to Borrower, and Borrower has agreed to repay such credit under the terms set forth herein.

NOW, THEREFORE, for and in consideration of the mutual covenants and promises herein contained, the parties hereto agree as follows:

1. Line of Credit

1.1 Credit Facility: Lender agrees to provide Borrower with a revolving line of credit (“Line of Credit”) in the principal amount of up to Three Million Dollars ($3,000,000), subject to the terms and conditions set forth in this Agreement.

1.2 Drawdowns: Borrower may request drawdowns under the Line of Credit from time to time during the term of the Agreement, subject to the maximum available credit of $3,000,000.

2. Interest

2.1 Interest Rate: Simple interest shall accrue on the outstanding balance of each drawdown at the rate of twelve percent (12%) per annum, calculated from the date of each drawdown.

2.2 Accrual of Interest: Interest shall accrue from the date of each drawdown under this Line of Credit at the specified rate.

2.3 Interest Payments: Interest is due and payable by Borrower on a monthly basis, no later than the 10th day of the subsequent month.

3. Repayment

3.1 Maturity Date: The full outstanding principal balance, together with any accrued but unpaid interest, shall be due and payable in full by Borrower on May 31, 2027, unless otherwise extended by mutual written agreement of the parties.

3.2 Prepayment: Borrower may prepay the Line of Credit, in whole or in part, at any time without penalty.

3.3 Application of Payments: All payments made under this Agreement shall be credited first to the accrued interest due, and any remaining portion of the payment shall be applied to reduce the principal balance.

4. Use of Proceeds

4.1 Use of Funds: Borrower may use the proceeds of the Line of Credit for any lawful purpose, as determined by Borrower in its discretion.

5. Governing Law

5.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflicts of law principles.

6. Miscellaneous

6.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, whether written or oral, between the parties.

6.2 Amendment: This Agreement may only be amended or modified by a written agreement executed by both parties.

6.3 Notices: Any notice required or permitted to be given under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice in writing.

IN WITNESS WHEREOF, the parties hereto have executed this Line of Credit Agreement as of the date first above written.

[Signature Page Follows]

Monaco Investment Partners II, lp

By:	/s/ Donald P. Monaco
Name:	Donald P. Monaco
Title:	Managing General Partner
	Monaco Investment Partners II, lp

NextTrip, Inc.

By:	/s/ Frank Orzechowski
Name:	Frank Orzechowski
Title:	Chief Financial Officer

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 discover, plan, and book travel, today announced it has secured a $3 million revolving line of credit from its Chairman to support the Company’s ongoing growth and operational plans.

The facility, which carries a two-year term, is expected to be used for general working capital purposes. The Company believes this funding mechanism provides meaningful financial flexibility to support critical near-term initiatives and minimize the need for potential shareholder dilution.

The Company intends to use drawdowns to accelerate marketing efforts across NextTrip’s travel booking and media channels, support key product launches, and fund the continued development and integration of its technology platform and recent acquisitions. The line of credit is also expected to support targeted revenue-generating projects and strategic growth opportunities throughout 2025.

“We greatly appreciate the Chairman’s continued support and belief in NextTrip’s long-term vision,” said Bill Kerby, Chief Executive Officer of NextTrip. “This provides timely capital to allow us to execute our key strategic priorities, including enhancing our technology stack, increasing product awareness, and driving customer acquisition, while preserving shareholder value.”

NextTrip remains focused on leveraging its proprietary booking technology, media assets, and white-label solutions to build a scalable platform that delivers value to travelers, partners, and shareholders alike.

About NextTrip

NextTrip (NASDAQ: NTRP) is a technology-forward travel company redefining how people discover, plan, and book travel. By combining modern booking tools with immersive media and content, NextTrip offers a comprehensive suite of solutions across cruises, group travel, luxury getaways, and vacation rentals. The Company’s innovative platforms, including its FAST (Free Ad-Supported Streaming TV) channels and travel-focused media brands, engage and inspire travelers during the discovery phase, driving informed decisions and seamless bookings. With a growing portfolio of B2C and B2B offerings, NextTrip delivers personalized, end-to-end travel experiences for consumers and strategic value for industry partners. For more information or 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 ability to effectively integrate recently acquired businesses and partnered offerings with its own business; the Company’s continued development efforts related to its various platforms; changes in the Company’s business strategy; market acceptance and use of the Company’s platforms; changes in travel, and in particular cruise and group travel, trends; changes in domestic and foreign business, market, financial, political and legal conditions; unanticipated conditions that could adversely affect the Company; the overall level of consumer demand for NextTrip’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 successfully implement its business strategy; stability of consumer demand for NextTrip’s products; 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]