[8-K] NextTrip, Inc. Reports Material Event

Rhea-AI Filing Summary

DevvStream Corp. has called a virtual special meeting of shareholders for 8:00 a.m. PT on July 28 2025 to vote on two key items.

• Proposal 1 – Reverse Stock Split: Authorizes the Board, at any time within one year after approval, to file Articles of Amendment implementing a reverse split of outstanding common shares at a ratio between 1-for-5 and 1-for-50. The exact ratio will be selected by the Board and announced publicly.
• Proposal 2 – Adjournment: Allows one or more adjournments of the meeting to solicit additional proxies if votes are insufficient to pass Proposal 1.

The record date is June 23 2025; on that date 33,461,734 common shares were outstanding. A quorum requires one-third of those shares (11,153,911) to be present online or by proxy. Proposal 1 needs approval by holders of at least two-thirds of votes cast; Proposal 2 requires a simple majority.

Rationale. The primary objective is to regain or maintain compliance with the Nasdaq Capital Market $1.00 minimum bid price rule, after DevvStream received a notice of non-compliance on February 12 2025. The Company has until August 13 2025 to cure the deficiency. Management also cites potential improvements to liquidity, analyst coverage, and institutional ownership that a higher share price could bring.

Key mechanics. • No change to the unlimited authorized share capital.
• No fractional shares will be issued; holdings will be rounded down to the nearest whole share.
• All outstanding options, warrants and convertible securities will be proportionally adjusted.
• Shareholders holding certificates will receive instructions from Continental Stock Transfer & Trust to exchange them; book-entry holders will be adjusted automatically.
• The Board may abandon the split at any time before filing, even if shareholders approve it.

Risks. Management cannot guarantee that the split will raise or sustain the share price above $1.00, nor prevent future delisting for other rule breaches. A higher price may reduce trading volume, and rounding down fractions slightly dilutes affected holders.

The Board unanimously recommends voting FOR both proposals.

Positive

• Preserves Nasdaq listing: Reverse split is designed to cure the $1.00 bid-price deficiency, avoiding delisting and the liquidity loss that would follow.
• Flexible ratio (1:5–1:50) allows the Board to tailor the split to prevailing market conditions, potentially minimizing unnecessary share reduction.

Negative

• Signal of prolonged price weakness: Need for a large-range reverse split highlights sustained share-price pressure and may dampen investor sentiment.
• Liquidity risk: Fewer shares outstanding and odd-lot creation could reduce trading volume and widen spreads post-split.

Insights

Equity Research Analyst

TL;DR Reverse split aims to preserve Nasdaq listing; success hinges on post-split price stability and underlying fundamentals.

The proxy outlines a flexible 1:5–1:50 reverse split that can be executed any time through July 2026. Preserving the Nasdaq listing is material; delisting would sharply curtail liquidity and institutional access. Flexibility lets the Board match the ratio to market conditions, but also injects uncertainty about eventual dilution and liquidity impact. Rounding down fractions is minimal but dilutive. Because authorized shares remain unlimited, the split does not constrain future equity issuance, leaving open the possibility of additional dilution. Overall impact is modestly positive if it succeeds in restoring compliance, yet the action also signals sustained share-price weakness.

Corporate Governance Specialist

TL;DR Governance mechanics are standard; two-thirds supermajority protects minority holders, and Board retains opt-out flexibility.

The filing adheres to Alberta and Nasdaq rules, requiring a special resolution (≥66⅔% of votes cast). Virtual-only format may enhance participation but could face dissent from shareholders preferring in-person meetings. Granting the Board discretionary power to abandon or vary the ratio is common practice but concentrates authority. Share rounding rules favor the Company slightly, yet the absence of cash outs avoids buy-out coercion. From a governance lens the proposals are routine and transparent; impact to shareholder rights is limited.

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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)		(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. ☐

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

FAQ

Why is DevvStream (DEVS) proposing a reverse stock split?

To regain compliance with Nasdaq’s $1.00 minimum bid rule after a deficiency notice on February 12 2025 and to improve share liquidity.

What reverse split ratios are being authorized?

Any ratio between 1-for-5 and 1-for-50; the exact ratio will be chosen later by the Board.

Will the number of authorized DEVS shares change after the split?

No. The Company will still have an unlimited number of authorized common and preferred shares.

How will fractional shares be handled?

Fractional entitlements will be rounded down to the nearest whole share; no cash will be paid for fractions.

What vote is needed for the reverse split to pass?

Approval from at least two-thirds of votes cast at the July 28 2025 special meeting.

When is the record date for voting eligibility?

June 23 2025.