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Amendment No. 1
0000788611
0000788611
2025-04-14
2025-04-14
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xbrli:shares
iso4217:USD
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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
Number) |
|
(I.R.S.
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. ☐
Explanatory
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.
This
Current Report on Form 8-K/A (this “Amendment”) amends and supplements 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. Except as provided herein, the disclosures made in the April Report
remain unchanged. This Amendment should be read together with the April Report and that Current Report on Form 8-K filed by the Company
with the Commission on February 11, 2025, which provide a more complete description of the Purchase Agreement and the transactions contemplated
thereby, including the Initial Closing and the Final Closing, amongst other things.
The
pro forma financial information included in this Amendment has been presented for informational purposes only. It does not purport to
represent the actual results of operations that the Company and FSA would have achieved had the companies been combined during the periods
presented in the pro forma financial information and is not intended to project the future results of operations that the combined company
may achieve.
Item
9.01 Financial Statements and Exhibits
(a)
Financial Statements of businesses acquired.
The
audited financial statements of FSA as of and for the fiscal years ended December 31, 2024 and 2023, including the accompanying notes
and the independent auditor’s report related thereto, are attached as Exhibit 99.1 to this Amendment and are incorporated herein
by reference. The consent of Haynie & Company, FSA’s independent registered public accounting firm, is attached as Exhibit
23.1 to this Amendment.
(b)
Pro forma financial information.
The
unaudited pro forma condensed combined balance sheet of the Company as of February 28, 2025, and the unaudited pro forma condensed combined
statement of operations of the Company for the year ended February 28, 2025, including the accompanying notes, are attached as Exhibit
99.2 to this Amendment and incorporated herein by reference. The unaudited pro forma financial information gives effect to the Acquisition
on the basis of, and subject to, the assumptions set forth with Article 11 of Regulation S-X.
(d)
Exhibits.
| Exhibit
Number |
|
Description |
| 23.1 |
|
Consent
of Haynie & Company, the independent auditors of FSA Travel, LLC. |
| 99.1 |
|
Audited
financial statements of FSA Travel, LLC as of and for the fiscal years ended December 31, 2024 and 2023, including the related
notes thereto. |
| 99.2 |
|
Unaudited pro forma condensed combined financial information of NextTrip, Inc. as of and for the fiscal year ended February 28, 2025, including the 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 23, 2025 |
By: |
/s/
William Kerby |
| |
Name: |
William
Kerby |
| |
Title: |
Chief
Executive Officer |
