NextTrip,
Inc.
3900
Paseo del Sol
Santa
Fe, New Mexico 87507
February
23, 2026
VIA
EDGAR
Division
of Corporation Finance
U.S.
Securities and Exchange Commission
Washington,
D.C. 20549-4720
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Re: |
NextTrip,Inc. |
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|
Request
for Withdrawal Pursuant to Rule 477 of Registration Statement on Form S-1 |
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File
No. 333-288212 |
Dear
Sir or Madam:
On
July 29,2025, NextTrip, Inc. (“we,” “our,” or the “Company”) initially publicly filed a Registration
Statement on Form S-1 (File No. 333-288212) (as amended, the “Registration Statement”) under the Securities Act of 1933,
as amended (the “Securities Act”) with the Securities and Exchange Commission (the “Commission”).
Pursuant
to Rule 477 under the Securities Act, we hereby submit this letter to notify the Commission of the withdrawal of the Registration Statement
because the Company does not intend to pursue the contemplated public offering of the securities covered by the Registration Statement
at this time. The Company represents that no securities were sold in connection with the Registration Statement. Based on the foregoing,
the Company submits that the withdrawal of the Registration Statement is consistent with the public interest and protection of investors
as contemplated by paragraph (a) of Rule 477.
The
Company acknowledges that no refund will be made for fees paid to the Commission in connection with the filing of the Registration Statement.
However, the Company requests that all fees paid to the Commission in connection with the filing of the Registration Statement be credited
for future use should the Company proceed with the filing of a subsequent registration statement meeting the requirements of Rule 457(p)
promulgated under the Securities Act.
Accordingly,
the Company hereby respectfully requests that an order granting the withdrawal of the Registration Statement be issued by the Commission.
Should
you have additional questions regarding the information contained herein, please contact our securities counsel, David Ficksman at (818)-469-4200.
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Sincerely, |
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/s/
William Kerby |
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William
Kerby |
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Chief
Executive Officer |
