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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): November 5, 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
November 5, 2025, the Company issued a press release providing a shareholder update following completion of the acquisition of TA Pipeline
LLC, 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 November 5, 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:
November 5, 2025 |
By: |
/s/
William Kerby |
| |
Name: |
William
Kerby |
| |
Title: |
Chief
Executive Officer |
