As
filed with the Securities and Exchange Commission on June 1, 2026.
Registration
No. 333-296201
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment No. 3 to
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
NEXTTRIP,
INC.
(Exact
name of registrant as specified in its charter)
| Nevada
|
|
4724 |
|
27-1865814 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Primary
Standard Industrial
Classification
Code Number) |
|
(I.R.S.
Employer
Identification
No.) |
3900
Paseo del Sol
Santa
Fe, New Mexico 87507
(954)
526-9688
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
William
Kerby
Chief
Executive Officer
NextTrip,
Inc.
3900
Paseo del Sol
Santa
Fe, New Mexico 87507
(954)
526-9688
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
David
Ficksman, Esq.
TroyGould
PC
1801
Century Park East, Suite 1600
Los
Angeles, CA 90067
(310)
789-1290
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto, that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer ☐ |
|
Accelerated
filer ☐ |
| Non-accelerated
filer ☒ |
|
Smaller
reporting company ☒ |
| |
|
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 7(a)(2)(B) of the Securities Act. ☐
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
Next
Trip, Inc. is filing this Amendment No. 3 to its Registration Statement on Form S-3 (File No. 333-296201) as an exhibits-only filing.
Accordingly, this Amendment consists of only the facing page, this explanatory note, Part II of the Registration Statement, the signature
pages to the Registration Statement and the filed exhibit. The remainder of the Registration Statement is unchanged from the Amendment
No. 2 to its Registration Statement filed on May 29, 2026.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
ITEM
14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The
following table sets forth the costs and expenses payable by us in connection with the issuance and distribution of the securities being
registered hereunder. All of the amounts shown are estimates, except for the Securities and Exchange Commission (“SEC”) registration
fee.
| | |
Amount to
be Paid | |
| SEC Registration Fee | |
$ | 158 | |
| Legal fees and expenses | |
$ | 25,000 | |
| Accounting fees and expenses | |
$ | 5,000 | |
| Miscellaneous fees and expenses | |
$ | 2,000 | |
| Total | |
$ | 32,158 | |
ITEM
15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The
Nevada Revised Statutes provide us with the power to indemnify any of our directors and officers. The director or officer must have conducted
himself/herself in good faith and reasonably believe that his/her conduct was in, or not opposed to, our best interests. In a criminal
action, the director or officer must not have had reasonable cause to believe his/her conduct was unlawful. Under applicable sections
of the Nevada Revised Statutes, advances for expenses may be made by agreement if the director or officer affirms in writing that he/she
believes he/she has met the standards and will personally repay the expenses if it is determined the officer or director did not meet
the standards.
Our
bylaws include an indemnification provision under which we must indemnify any of our directors or officers, or any of our former directors
or officers, to the full extent permitted by law. We have also entered into indemnification agreements with each of our directors and
officers under which we must indemnify them to the full extent permitted by law. At present, there is no pending litigation or proceeding
involving any of our directors or officers for which indemnification is sought, nor are we aware of any threatened litigation that is
likely to result in claims for indemnification. We also maintain insurance policies that indemnify our directors and officers against
various liabilities, including liabilities arising under the Securities Act, which may be incurred by any director or officer in his
or her capacity as such.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted for our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been informed that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event a claim for indemnification against such
liabilities (other than payment by us for expenses incurred or paid by a director, officer or controlling person of ours in successful
defense of any action, suit, or proceeding) is asserted by a director, officer or controlling person in connection with the securities
being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction, the question of whether such indemnification by it is against public policy in the Securities Act and will
be governed by the final adjudication of such issue.
We
have entered into indemnification agreements with each of our directors and intend to enter into such agreements with certain of our
executive officers. These agreements provide that we will indemnify each of our directors, certain of our executive officers and, at
times, their affiliates to the fullest extent permitted by Nevada law. We will advance expenses, including attorneys’ fees (but
excluding judgments, fines and settlement amounts), to each indemnified director, executive officer or affiliate in connection with any
proceeding in which indemnification is available and we will indemnify our directors and officers for any action or proceeding arising
out of that person’s services as a director or officer brought on behalf of the Company and/or in furtherance of our rights. Additionally,
each of our directors may have certain rights to indemnification, advancement of expenses and/or insurance provided by their affiliates,
which indemnification relates to and might apply to the same proceedings arising out of such director’s services as a director
referenced herein. Nonetheless, we have agreed in the indemnification agreements that the Company’s obligations to those same directors
are primary and any obligation of the affiliates of those directors to advance expenses or to provide indemnification for the expenses
or liabilities incurred by those directors are secondary.
ITEM
16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a)
Exhibits.
The
registrant has filed the exhibits listed on the accompanying Exhibit Index of this registration statement.
(b)
Financial Statement Schedules.
All
financial statement schedules are omitted because the information called for is not required or is shown either in the financial statements
or in the notes thereto, provided in the documents incorporated herein by reference.
ITEM
17. UNDERTAKINGS.
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement; notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i), (a)(1)(ii)
and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(A)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and
(B)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required
by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier
of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date
an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the
registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is
part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such effective date.
(5)
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communications that is an offer in the offering made by the undersigned registrant to the purchaser.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing
of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and
will be governed by the final adjudication of such issue.
EXHIBIT
INDEX
| Exhibit
Number |
|
Description |
| 3.1* |
|
Amended and Restated Articles of Incorporation of the Company, as amended (filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed on March 24, 2022, and incorporated herein by reference). |
| 3.2* |
|
Certificate of Amendment to Amended and Restated Articles of Incorporation, as amended (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed August 12, 2022, and incorporated herein by reference). |
| 3.3* |
|
Amended and Restated Bylaws of the Company, as amended. (filed by the Company as Exhibit 3.12 to the Company’s Form 10-K, filed on March 24, 2021, and incorporated herein by reference). |
| 3.4* |
|
Amendment No. 3 to Amended and Restated Bylaws of Sigma Additive Solutions, Inc. (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed December 16, 2022, and incorporated herein by reference). |
| 3.5* |
|
Certificate of Change Pursuant to NRS 78.209 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed September 22, 2023 and incorporated herein by reference). |
| 3.6* |
|
Certificate of Amendment, effective March 13, 2024 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed March 12, 2024 and incorporated herein by reference). |
| 3.7* |
|
Certificate
of Amendment, effective May 6, 2026 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 8, 2026 and
incorporated herein by reference). |
| 4.1* |
|
Form of Warrant (filed as Exhibit 10.2 to the Company’s Current Report on form 8-K filed on May 7, 2026, and incorporated herein by reference.) |
| 5.1* |
|
Opinion of TroyGould PC. |
| 10.1* |
|
Form of Securities Purchase Agreement (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on May 7, 2026 and incorporated herein by reference) |
| 10.2* |
|
Form of Pledge Agreement dated as of May 7, 2026 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K on May 7, 2026 and incorporated herein by reference) |
| 23.1 |
|
Consent of Haynie & Company. |
| 23.2* |
|
Consent of TroyGould PC. (included in Exhibit 5.1 to the Company’s Registration Statement ). |
| 24.1* |
|
Power of Attorney (included on the signature page to this Registration Statement). |
| 107* |
|
Filing Fee Table. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-3 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Fe, State of New Mexico, on June 1, 2026.
| |
NEXTTRIP,
INC. |
| |
|
|
| |
By: |
/s/
William Kerby |
| |
|
William
Kerby |
| |
|
Chief
Executive Officer
|
