NextTrip (NTRP) furnishes update after TA Pipeline acquisition via 8-K

NextTrip, Inc. furnished a Regulation FD shareholder update via Form 8-K after completing the acquisition of TA Pipeline LLC.

Rhea-AI Filing Summary

NextTrip, Inc. furnished a Regulation FD shareholder update via Form 8-K after completing the acquisition of TA Pipeline LLC. The company attached a press release as Exhibit 99.1 dated November 5, 2025, providing the update.

The information was furnished, not filed, meaning it is not subject to Section 18 of the Exchange Act and is not incorporated by reference into other filings. The report also includes customary forward-looking statements cautions regarding risks and uncertainties.

Insights

Corporate Transactions Analyst

Reg FD 8-K furnishes a press release noting completion of TA Pipeline LLC acquisition; no terms or financials disclosed.

NextTrip, Inc. furnished (not filed) a shareholder update press release following completion of its acquisition of TA Pipeline LLC. The 8‑K centers on Reg FD disclosure and includes a standard forward‑looking statements notice. Exhibits list the press release as Exhibit 99.1.

Because this is a furnished Item 7.01, it carries no Section 18 liability and provides no transaction terms, consideration, or pro forma impact. The company cautions that forward‑looking statements involve risks and uncertainties, which may cause actual results to differ.

What to watch next: any subsequent filings that provide the acquisition’s financial details, expected operational effects, and integration milestones. The timing cue here is the press release dated November 5, 2025; follow-on disclosures around this date may add clarity on impact.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did NextTrip (NTRP) disclose in its Form 8-K?

NextTrip furnished a shareholder update via a press release following completion of the acquisition of TA Pipeline LLC.

Is the 8-K information considered filed or furnished for NextTrip (NTRP)?

The information was furnished under Regulation FD and is not deemed filed for purposes of Section 18 of the Exchange Act.

What exhibit accompanied NextTrip’s 8-K on November 5, 2025?

The company included Exhibit 99.1, a press release dated November 5, 2025.

What event prompted NextTrip’s shareholder update?

The update followed completion of the acquisition of TA Pipeline LLC.

Does the 8-K incorporate the press release into other SEC filings?

No. The company states the information is not incorporated by reference into filings under the Securities Act or Exchange Act.

Where is NextTrip (NTRP) listed and what is its trading symbol?

NextTrip’s common stock trades on The Nasdaq Stock Market LLC under the symbol NTRP.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/05/2025 - 09:01 AM EST Learn about SEC filing dates

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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)

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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

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