Alumni Capital Discloses Rights to Acquire 891,616 NextTrip Shares (9.99%)

Rhea-AI Filing Summary

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.

Positive

• Material economic exposure disclosed: Reporting Persons are positioned to acquire up to 9.99% which is clearly quantified.
• Transparency on structure: Filing details that ownership arises from a Purchase Agreement and outstanding warrants (266,774 shares).
• Passive intent declared: Reporting Persons certify securities are not held to change or influence control, consistent with Schedule 13G treatment.

Negative

• No current outright ownership: The Fund does not currently own shares outright, limiting immediate economic alignment with existing shareholders.
• Ownership conditioned: Ability to acquire is subject to Purchase Agreement terms and an ownership limitation that defaults to 4.99% absent agreement to increase to 9.99%.

Insights

Financial Analyst

TL;DR: Passive potential stake near 10% via contractual rights; currently no direct ownership but warrants and purchase agreement create economic exposure.

The Schedule 13G discloses that the Reporting Persons are deemed to beneficially own 891,616 shares (9.99%) based on the issuer's stated outstanding share count. This position is derived from contractual acquisition rights, not current shareholdings, and includes 266,774 shares available through outstanding warrants. From a capital-markets perspective, this is a material passive economic interest below the 10% threshold that typically triggers Schedule 13D treatment, and the purchase agreement contains an explicit ownership limitation mechanism that restricts automatic accumulation above 4.99% unless increased to 9.99% by agreement with the issuer. The filing signals potential future dilution or increased insider alignment but does not assert any intention to influence control.

Corporate Governance Expert

TL;DR: Governance impact appears limited: disclosed rights confer shared voting/dispositive power, but filing asserts passive intent and no present control efforts.

The filing emphasizes that the securities were not acquired to change or influence control of NextTrip and the Reporting Persons disclaim beneficial ownership except for pecuniary interest. Shared voting and dispositive power are reported, which is typical for fund/GP relationships, but there is no declaration of activist intent. The ownership cap in the Purchase Agreement and the Reporting Persons' election to file under Schedule 13G are consistent with a passive investor profile under SEC rules. For governance, investors should note the potential for future increases up to 9.99% only by mutual agreement, which preserves the issuer's ability to limit concentrated ownership absent consent.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

NextTrip, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

826598609

(CUSIP Number)

09/19/2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 826598609

1

Names of Reporting Persons

Alumni Capital LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 891,616.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 891,616.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

891,616.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 826598609

1

Names of Reporting Persons

Alumni Capital GP LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 891,616.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 891,616.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

891,616.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 826598609

1

Names of Reporting Persons

Ashkan Mapar

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 891,616.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 891,616.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

891,616.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: NextTrip, Inc.
(b)	Address of issuer's principal executive offices: 3900 Paseo del Sol, Santa Fe, New Mexico 87507
Item 2.
(a)	Name of person filing: This statement is filed by Alumni Capital LP (the "Fund"), Alumni Capital GP LLC (the "General Partner"), and Ashkan Mapar (the "Controlling Person"). The foregoing are collectively referred to herein as the "Reporting Persons". The Fund holds, has the right to acquire, or has the obligation to acquire, securities of the Issuer. The General Partner serves as the general partner of the Fund. The Controlling person is the control person of the General Partner.
(b)	Address or principal business office or, if none, residence: The address for the principal business office of each of Alumni Capital LP, Alumni Capital GP LLC, and Ashkan Mapar is 601 Brickell Key Dr., Suite 700, Miami, FL 33131.
(c)	Citizenship: Alumni Capital LP is a Delaware limited partnership. Alumni Capital GP LLC is a Delaware limited liability company. Ashkan Mapar is a citizen of the United States of America.
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 826598609
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Alumni Capital LP - 891,616* Alumni Capital GP LLC - 891,616* Ashkan Mapar - 891,616* *The shares of common stock (the "Shares") of NextTrip, Inc. (the "Issuer") reported herein represent Shares that may be acquired by Alumni Capital LP (the "Fund") pursuant to a Securities Purchase Agreement dated September 19, 2024, between the Issuer and the Fund (the "Purchase Agreement"). Under the Purchase Agreement, at the Issuer's sole discretion, the Fund may be required to purchase Shares, in accordance with the terms and subject to the conditions and limitations of the Purchase Agreement. One such limitation is that the Fund is prohibited from acquiring any Shares under the Purchase Agreement, which, when aggregated with all other Shares then beneficially owned by the Fund and its affiliates, would result in the beneficial ownership by the Fund and its affiliates to exceed 4.99% of the Shares outstanding (the "Purchase Agreement Ownership Limitation"). The Fund may increase the Purchase Agreement Ownership Limitation up to 9.99% upon written agreement of the Fund and the Issuer. As such, the percent of class reported herein is giving effect to the Purchase Agreement Ownership Limitation as if it was increased to 9.99% and is based upon the Issuer's Amendment No. 2 to its Registration Statement on Form S-1 filed with the SEC on August 19, 2025 that there were 8,033,469 Shares outstanding as of August 13, 2025 plus the approximate total number of Shares that the Reporting Persons may acquire at the direction of the Issuer (subject to the Purchase Agreement Ownership Limitation) in accordance with Rule 13d-3(d)(1)(i) under the Act. For the sake of clarity, the Fund does not own any Shares as of the date of the filing, has the right to acquire 266,774 Shares upon exercise of outstanding warrants to purchase common stock of the Issuer, and is electing to file this Schedule 13G solely to the extent that, for the purposes of Section 240.13d-3, the Reporting Persons are deemed to beneficially own the Shares pursuant to the Purchase Agreement. The filing of this report shall not be deemed an admission, for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of such Reporting Person's pecuniary interest, if any, therein.
(b)	Percent of class: Alumni Capital LP - 9.99% Alumni Capital GP LLC - 9.99% Ashkan Mapar - 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Alumni Capital LP - 0 Alumni Capital GP LLC - 0 Ashkan Mapar - 0
	(ii) Shared power to vote or to direct the vote: Alumni Capital LP - 891,616* Alumni Capital GP LLC - 891,616* Ashkan Mapar - 891,616*
	(iii) Sole power to dispose or to direct the disposition of: Alumni Capital LP - 0 Alumni Capital GP LLC - 0 Ashkan Mapar - 0
	(iv) Shared power to dispose or to direct the disposition of: Alumni Capital LP - 891,616* Alumni Capital GP LLC - 891,616* Ashkan Mapar - 891,616*
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Alumni Capital LP

Signature:	/s/ Ashkan Mapar
Name/Title:	Ashkan Mapar, Manager of Alumni Capital GP LLC, General Partner of Alumni Capital LP
Date:	09/18/2025

Alumni Capital GP LLC

Signature:	/s/ Ashkan Mapar
Name/Title:	Ashkan Mapar, Manager of Alumni Capital GP LLC, General Partner of Alumni Capital LP
Date:	09/18/2025

Ashkan Mapar

Signature:	/s/ Ashkan Mapar
Name/Title:	Ashkan Mapar, Manager of Alumni Capital GP LLC, General Partner of Alumni Capital LP
Date:	09/18/2025

Exhibit Information

A. Agreement of Joint Filing

FAQ

What stake does Alumni Capital LP report in NextTrip (NTRP)?

The Reporting Persons report a beneficial interest in 891,616 shares, representing 9.99% of NextTrip's common stock as stated in the filing.

Does Alumni Capital currently own NextTrip shares outright?

No. The filing states the Fund does not own any shares as of the date of the filing and its reported position arises from contractual rights and warrants.

How many shares can Alumni Capital acquire via warrants?

The filing discloses outstanding warrants to purchase 266,774 shares of NextTrip common stock.

Is Alumni Capital allowed to own more than 4.99% of NextTrip?

The Purchase Agreement includes a 4.99% ownership limitation by default, which the Fund and issuer may increase by written agreement up to 9.99%.

Does the filing indicate an intent to influence NextTrip's control?

No. The Reporting Persons certify the securities were not acquired and are not held to change or influence control and file under Schedule 13G accordingly.