M&A - NextTrip, Inc.

Form Type: 8-K

Filing Date: 2025-03-28

Corporate Action: Acquisition

Type: Update

Accession Number: 000164117225001257

Filing Summary: On March 25, 2025, NextTrip, Inc. reported that it had completed the issuance of 4,393,993 Contingent Shares to NextTrip Sellers following the achievement of three out of four Milestone Events under the Share Exchange Agreement. This issuance contributed to a change in control of the Company, with NextTrip Sellers now holding 73.8% of the outstanding shares. The approval of the Company's initial listing application by Nasdaq on March 25, 2025, allowed for this share issuance. Following this, the NextTrip Representative gained the right to replace three directors on the Company's board. The remaining Contingent Shares will be issued upon achievement of the fourth Milestone Event. The document also outlines the contingent nature of these shares and the regulatory considerations surrounding their issuance, including compliance with Nasdaq Listing Rules.

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Form Type: 8-K

Filing Date: 2025-02-11

Corporate Action: Acquisition

Type: New

Accession Number: 000149315225005803

Filing Summary: On February 6, 2025, NextTrip, Inc. entered into a Membership Interest Purchase Agreement with FSA Travel, LLC, acquiring a 49% ownership stake in FSA through the purchase of 9,608 membership units. The company made a cash payment of $500,000 and issued 161,291 shares of Series O Nonvoting Convertible Preferred Stock to FSA. There is an option to purchase the remaining 51% within 60 days of the Initial Closing Date for similar terms. The agreement stipulates conditions including the continued employment of FSA's key management and a $2 million capital raise. Additional milestone payments are detailed for various performance metrics related to FSA's travel bookings. The Series O Preferred shares are not convertible into common stock without stockholder approval. A Certificate of Designation for Series O shares was also filed on the same date. The company issued a press release on February 11, 2025, announcing the consummation of the Initial Closing.

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