NTRP

Business Context and Reporting Period

This Form 8-K is a current report filed by NextTrip, Inc. (NTRP) on April 28, 2025, regarding the completion of milestone payments under a Membership Interest Purchase Agreement with FSA Travel, LLC ("FSA"). The filing details the finalization of the Company's acquisition of FSA, which was initiated in February 2025 and concluded with the purchase of the remaining 51% stake in April 2025.

Key Financial Metrics and Transaction Details

The filing focuses on the equity and cash consideration paid to acquire FSA rather than standard operating financial metrics. Key transaction values include:

• Total Cash Consideration Paid to Date: $1,500,000 ($500,000 Initial Closing + $500,000 Final Closing + $400,000 Milestone Payments).
• Total Series O Preferred Stock Issued to Date: 451,872 shares (161,291 Initial + 161,291 Final + 129,032 Milestone).
• Ownership Stake Acquired: 100% of FSA membership units.
• Operating Metrics: The filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity for the reporting period.

Material Changes Versus Prior Period

The primary material change is the full acquisition of FSA Travel, LLC. Previously, NextTrip held a 49% stake following the Initial Closing on February 10, 2025. On April 9, 2025, the Company exercised its option to purchase the remaining 51% stake. On April 28, 2025, the Company satisfied all four contractual milestone conditions, triggering the final tranche of payments and share issuances required to complete the transaction structure.

Guidance, Outlook, and Risks

Management Commentary and Milestones Achieved: The Company confirmed the achievement of four specific milestones required for the final payments:

1. Travel bookings for five groups with commissions scheduled for collection post-closing.
2. Cruise-related travel bookings with a gross cumulative customer cost of at least $25,000.
3. Delivery of passcodes granting NextTrip full remote access to the FSA booking engine.
4. Travel bookings with a cumulative gross customer cost of at least $1 million.

Risks and Contingencies: The 129,032 shares of Series O Preferred Stock issued as milestone payments were unregistered and issued in reliance on Section 4(a)(2) of the Securities Act and/or Regulation D. These shares, and the underlying common stock upon conversion, constitute "restricted securities" under Rule 144. The filing does not provide specific forward-looking guidance or risk factors beyond the standard restrictions on the newly issued securities.

Important Facts for Investor Verification

• Verify the total dilution impact of the 451,872 shares of Series O Preferred Stock issued to date.
• Confirm the conversion terms and voting rights (nonvoting) of the Series O Preferred Stock.
• Review the integration status of FSA's booking engine following the delivery of passcodes.
• Assess the cash burn rate associated with the $1.5 million total cash outlay for the acquisition.
• Check for any subsequent filings regarding the registration rights or resale restrictions of the restricted securities.