NextTrip SEC Filings

NextTrip, Inc. (NTRP) preliminary proxy excerpt discloses ownership, director and executive compensation details, auditor fees, and a new compensation recovery policy. The company reports 8,224,752 shares outstanding for purposes of ownership calculations and states that all executive officers and directors as a group beneficially own 3,744,534 shares (44.5%). Individual holdings shown include Donald P. Monaco at 1,474,760 shares (17.6%), David Jiang at 826,455 (9.9%), and Swel5, LLC at 462,875 (5.6%). The board adopted a Compensation Recovery Policy on November 29, 2023, requiring recovery of erroneously awarded incentive-based compensation in the event of an accounting restatement and prohibiting indemnification or insurance to cover such recovery. Reported audit fees total $16,250, tax fees $7,283, and selected executive annualized compensation figures are included.

NextTrip, Inc. Schedule 13G shows Alumni Capital LP, Alumni Capital GP LLC and Ashkan Mapar (the "Reporting Persons") report beneficial interest in 891,616 shares of NextTrip common stock, representing 9.99% of the class as presented in the filing. The reported interests arise from a Securities Purchase Agreement under which the Fund has rights or obligations to acquire shares rather than current outright ownership.

The filing clarifies the Fund currently does not own shares outright but holds warrants to acquire 266,774 shares and is subject to a 4.99% automatic ownership cap under the Purchase Agreement that may be increased to 9.99% by written agreement with the issuer. Shared voting and dispositive power over the reported shares is indicated for all Reporting Persons.

NextTrip, Inc. Schedule 13G shows Alumni Capital LP, Alumni Capital GP LLC and Ashkan Mapar (the "Reporting Persons") report beneficial interest in 891,616 shares of NextTrip common stock, representing 9.99% of the class as presented in the filing. The reported interests arise from a Securities Purchase Agreement under which the Fund has rights or obligations to acquire shares rather than current outright ownership.

The filing clarifies the Fund currently does not own shares outright but holds warrants to acquire 266,774 shares and is subject to a 4.99% automatic ownership cap under the Purchase Agreement that may be increased to 9.99% by written agreement with the issuer. Shared voting and dispositive power over the reported shares is indicated for all Reporting Persons.

NextTrip, Inc. entered into debt conversion agreements with two independent directors, Carmen Diges and Stephen Kircher, converting related-party loans into new preferred equity. On September 15, 2025, an aggregate of $152,970 in principal and accrued interest on unsecured promissory notes was converted into 47,803 restricted shares of newly designated Series Q Nonvoting Convertible Preferred Stock at a price of $3.20 per share, effective retroactively to September 3, 2025. The Series Q Preferred Stock and the underlying common shares were issued in private, unregistered transactions relying on Section 4(a)(2) and/or Regulation D exemptions, and are characterized as restricted securities under Rule 144.

NextTrip, Inc. entered into debt conversion agreements with two independent directors, Carmen Diges and Stephen Kircher, converting related-party loans into new preferred equity. On September 15, 2025, an aggregate of $152,970 in principal and accrued interest on unsecured promissory notes was converted into 47,803 restricted shares of newly designated Series Q Nonvoting Convertible Preferred Stock at a price of $3.20 per share, effective retroactively to September 3, 2025. The Series Q Preferred Stock and the underlying common shares were issued in private, unregistered transactions relying on Section 4(a)(2) and/or Regulation D exemptions, and are characterized as restricted securities under Rule 144.

NextTrip, Inc. entered into a private securities transaction, selling 81,250 restricted shares of newly created Series Q Nonvoting Convertible Preferred Stock at $3.20 per share to accredited investors. These preferred shares are not registered under the Securities Act and were issued in reliance on Section 4(a)(2) and/or Regulation D exemptions. Each Series Q share will automatically convert into one share of common stock on the third business day after stockholders approve the conversion in accordance with Nasdaq listing rules and after the Exchange Cap is removed. The Series Q Preferred ranks pari passu with common stock for dividends and liquidation on an as-converted basis, carries no general voting rights, and includes limitations tied to beneficial ownership and a 19.99% Exchange Cap. NextTrip intends to use the net proceeds from this offering as working capital for general corporate purposes.

NextTrip, Inc. filed a current report to share that on September 11, 2025 it issued a press release announcing the launch of Travel Magazine 2.0, a new version of its travel-related product. The press release is included as Exhibit 99.1 to the report.

The company specifies that the information about Travel Magazine 2.0 is being furnished under Regulation FD, not filed, which limits how it is treated under securities laws. The report also includes standard cautionary language that the press release and related statements contain forward‑looking statements subject to significant risks and uncertainties that could cause actual results to differ materially.

NextTrip, Inc. (NTRP) reporting person Donald P. Monaco, a director and greater-than-10% owner, reported a disposition of 102,579 common shares on 08/29/2025. After the reported transfer, Monaco beneficially owns 1,304,290 shares through the Donald P. Monaco Insurance Trust and holds additional indirect interests of 1,733 shares via Monaco Investment Partners, LP and 11,386 shares via Travel and Media Tech, LLC.

The filing explains the 102,579-share transfer consisted of 95,625 shares moved to NextTrip Group, LLC to satisfy obligations related to warrants assigned from Travel and Media Tech, LLC, plus 6,954 shares to satisfy delivery obligations of the Group. The report disclaims beneficial ownership of amounts exceeding Monaco’s pecuniary interest in certain entities.

William Kerby, a director and CEO of NextTrip, Inc. (NTRP), reported a change in beneficial ownership on Form 4. He transferred 102,579 common shares on 08/29/2025, consisting of 95,625 shares moved to NextTrip Group, LLC to satisfy obligations tied to warrants issued by Travel and Media Tech, LLC (TMT), and 6,954 shares delivered by Group to satisfy Group obligations to a third party. The report shows 1,233,673 shares owned following the transaction and an indirect holding of 11,386 shares via Travel and Media Tech, LLC, of which Kerby is a 48% member. The filing includes a disclosure that 9,934 shares were issued to Kerby in June 2025 as a dividend on Series L Non-Voting Convertible Preferred Stock, exempt from Section 16.

NextTrip, Inc. launched its leisure travel booking platform in May 2023 and states it has since scaled to "over four million hotel properties, vacation rental homes and cruise products," creating a global leisure travel inventory base. The prospectus lists multiple contractual milestone events tied to issuance of contingent shares; the company indicates those milestones were achieved, including group and travel-agent platform launches, signup of more than 175 travel agents, and commercial launch of its PayDlay technology. The filing discloses option and SAR grants to CFO Frank Orzechowski with multiple exercise prices and vesting schedules and shows preferred-stock purchases by director David Jiang totaling $1,900,000 across three transactions on 10/2/2024, 12/31/2024 and 2/24/2025. The excerpt reports 8,033,469 common shares outstanding (as of 8/13/2025) and lists significant beneficial holders and insider share counts and percentages.