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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): February 10, 2026
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 10, 2026, NextTrip, Inc. (the “Company”) issued a press release regarding an update on progress related to its previously
announced joint venture with KC Global Media, the international expansion of its JOURNY channel, and the recent closing of its GoUSA
travel channel and content, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The
information in 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 the Company or its 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 Securities and Exchange Commission (the “Commission”), reports to the stockholders of the Company and other publicly
available statements issued or released by the Company, involve known and unknown risks, uncertainties and other factors which could
cause the Company’s 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. The following exhibits are filed herewith.
Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release, dated February 10, 2026 |
| 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 10, 2026 |
By: |
/s/
William Kerby |
| |
Name:
|
William
Kerby |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1

NextTrip
Updates Shareholders on KC Global Media Joint Venture, JOURNY International Expansion, and GoUSA Channel Integration
Expansion
Plans Set for JOURNY Channel Across India, Southeast Asia and Australia/New Zealand
Santa
Fe, NM – February 10, 2026 – NextTrip, Inc. (NASDAQ: NTRP) (“NextTrip,” “we,” “our,”
or the “Company”), a technology-forward media and travel company defining the intersection of Media and Travel, today
provided shareholders with an update on progress related to its previously announced joint venture with KC Global Media,
which is focused on launching and scaling the JOURNY Channel across India, Southeast Asia (“SEA”), and Australia/New
Zealand (“ANZ”), the international expansion of JOURNY, and the recent closing of its acquisition of the GoUSA travel
channel and content.
KC
Global Media has now transitioned into the distribution and marketing phase of the launch across India, SEA, and ANZ. With the core infrastructure
in place, KC Global Media has commenced structured regional road shows within its established partner ecosystem, showcasing JOURNY’s
brand identity and expanded content slate, advancing discussions with FAST and pay-TV platforms, and finalizing customized
regional advertising and sponsorship packages. Early partner discussions are underway, including initial licensing and carriage structuring
with select platforms.
“Completing
the core technology build is a major milestone that allows us to fully shift into execution mode,” said Ian Sharpe, Chief
Operating Officer of NextTrip Media. “With distribution and marketing now starting across India, Southeast Asia, and ANZ, and with
the recent GoUSA TV platform acquisition combined with our KC Global Media joint venture, JOURNY is expected to have a cumulative reach
to 250 million viewers across major platforms and devices worldwide, positioning it as a scaled, global travel-lifestyle channel
unlike anything else in the market.”
The
recent closing of NextTrip’s acquisition of GoUSA significantly strengthens the Company’s media portfolio, adding a vast
destination-focused content library and an established global footprint with meaningful historical viewership. The integration of GoUSA
content expands programming depth while accelerating international reach through complementary audiences and distribution channels.
The
channel partnership rollout is supported by strong consumer and media tailwinds across Southeast Asia and adjacent markets. Approximately
39% of internet users aged 16+ in Southeast Asia traveled abroad in the past year, nearly 70% above the global average, highlighting
a strong appetite for international travel experiences. More than 150 million internet users in the region report that they choose destinations
after seeing them featured in television shows or movies, underscoring the growing influence of video-driven travel inspiration
(Source: GWI, Q4 2024 – Q3 2025). Interest in food culture, wellness, and health-oriented lifestyles, each engaging tens of millions
of regional viewers, closely aligns with JOURNY’s experiential, culture-forward programming mix.
“Southeast
Asia has a deep appetite for experiential and cultural entertainment that sparks real-world exploration,” said Bhuvnesh Kanwar,
Vice President, Revenue & Head of FAST at KC Global Media. “By launching JOURNY across India, SEA, and ANZ, and combining it
with GoUSA’s global storytelling heritage, we are creating a widely distributed travel-lifestyle channel that not only entertains
but becomes a powerful source of real travel inspiration and intent.”
The
initial rollout across SEA, India, and ANZ will be supported by cross-promotion across KC Global Media’s established platforms,
including AXN, ONE, Animax, and KCM, along with digital and public-relations campaigns, influencer activations, and collaborations with
airlines and tourism boards where available.
JOURNY
is a next-generation travel-lifestyle channel delivering hundreds of hours of licensed and original fresh programming annually, spanning
travel, culture, cuisine, and authentic local storytelling. Integrated with NextTrip’s proprietary travel platform, JOURNY enables
viewers to move seamlessly from inspiration to booking, providing access to over 5,000 premium hotels, resorts, and curated itineraries
worldwide, creating a content-to-commerce travel booking capability unlike any other in the market.

About
KC Global Media
KC
Global Media Entertainment LLC is a global multi-media company headquartered in the United States, with offices in Singapore, Taiwan,
Malaysia, China, The Philippines, and South Korea. The brainchild of former Sony executives Andy Kaplan and George Chien, KC Global Media
Asia (KCGM Asia) is Asia’s leading entertainment hub through the production, distribution and programming of quality, ground-breaking
content. Backed by over three decades of industry experience, KCGM Asia boasts an impressive portfolio of premium brands in Asia, including
English-language general entertainment network AXN, Japanese anime content network Animax, Korean general entertainment network, ONE,
Japanese entertainment network, GEM, English language general entertainment FAST network, KCM, and AXN Sports which features LIVE broadcast
of LIV Golf and TPBL. By combining award-winning and well-loved entertainment formats with extensive knowledge and insight into the Asia
Pacific market, KCGM Asia is paving the way for a new standard of entertainment in Asia and beyond.
Website:
http://www.kcglobalmedia/.com | Facebook: @KCGlobalMedia | Instagram: @KCGlobalMediaAsia | LinkedIn: @KCGlobalMediaAsia
About
NextTrip
NextTrip,
Inc. (NASDAQ: NTRP) is a technology-forward travel and media company defining the intersection of media and travel. Through its owned
media platforms, including JOURNY.tv and TravelMagazine.com, and its proprietary travel technology stack, NextTrip delivers
an integrated inspiration-to-booking ecosystem that connects travel discovery directly to transaction and fulfillment.
The Company operates a portfolio of travel brands and platforms, including Five Star Alliance, a global luxury hotel and resort
booking platform; NXT2.0, its proprietary booking and payments engine; and TA Pipeline, a purpose-built group travel and
meetings booking platform serving travel advisors, suppliers, and destination partners. Together, these assets enable frictionless booking
across luxury FIT travel, group travel, destination weddings, conferences, and concierge-managed experiences, supported by flexible payment
options such as PayDlay. By owning both the inspiration layer through premium video-led storytelling and the transaction layer through
integrated booking technology, NextTrip enables travelers to move seamlessly from discovery to booking, while providing destinations,
brands, and travel partners with measurable engagement, demand generation, and conversion opportunities.
For
more information, visit www.nexttrip.com and investors.nexttrip.com.
Forward-Looking
Statement Disclaimer
This
announcement contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section
21E of the Securities Exchange Act of 1934. For example, statements regarding the Company’s financial position, business strategy
and other plans and objectives for future operations, and assumptions and predictions about future activities are all forward-looking
statements. These statements are generally accompanied by words such as “intend,” anticipate,” “believe,”
“estimate,” “potential(ly),” “continue,” “forecast,” “predict,” “plan,”
“may,” “will,” “could,” “would,” “should,” “expect” or the negative
of such terms or other comparable terminology.
The
Company believes that the assumptions and expectations reflected in such forward-looking statements are reasonable, based on information
available to it on the date hereof, but the Company cannot provide assurances that these assumptions and expectations will prove to have
been correct or that the Company will take any action that the Company may presently be planning. However, these forward-looking statements
are inherently subject to known and unknown risks and uncertainties. Actual results or experience may differ materially from those expected
or anticipated in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited
to, regulatory policies, available cash resources, competition from other similar businesses, and market and general economic factors.
Readers
are urged to read the risk factors set forth in the Company’s filings with the United States Securities and Exchange Commission
at https://www.sec.gov. The Company disclaims any intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, except as required by law.
Contacts
NextTrip,
Inc
Richard
Marshall
Director
of Corporate Development
Richard.Marshall@nextTrip.com
MZ
Group - MZ North America
Chris
Tyson
Executive Vice President
949-491-8235
NTRP@mzgroup.us
www.mzgroup.us