NextTrip, Inc. SEC Filings

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.

NextTrip, Inc. preliminary proxy extracts describe annual meeting logistics, executive and director compensation tables, major stockholdings and corporate governance policies. The company requires shareholders to use a control number from the printed proxy or Internet Notice to vote and to present the company number and control number for meeting admission. 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 reimbursement for such recoveries. Proxy disclosures list compensation and equity: 2024 reported total compensation figures include a $442,000 line item and related aggregated compensation rows; select executives show individual awards and option grant details. Beneficial ownership highlights show Donald P. Monaco with 1,554,988 shares (19.0%) and all directors and executive officers as a group holding 3,905,407 shares (47.6%). Audit and tax fee line items appear (audit fees ~$16,250; tax fees ~$7,283) along with assorted option grant exercise prices and vesting dates. The filing excerpt is fragmented and many numeric contexts and footnote clarifications are incomplete in the provided text.

NextTrip acquired TAPipeline, which is now a wholly owned subsidiary. The company paid $443,169 in cash (including an $118,169 estimated purchase price adjustment) and issued 96,774 restricted shares valued at $300,000 based on a $3.10 per-share price. The purchase price includes an adjustment mechanism tied to the seller's reported deficit and an earnout equal to 5% of TA's net revenues for 12 months after closing, capped at $200,000, payable 50% cash and 50% restricted stock.

The agreement gives sellers one-time protections if the stock trades below $3.10 (repurchase, top-up shares, or cash shortfall payments) during a defined exercise period, and imposes three-year restrictive covenants including non-compete and non-solicit obligations. The full Purchase Agreement is filed as an exhibit.