M&A - NextTrip, Inc.

Form Type: 8-K

Filing Date: 2025-05-09

Corporate Action: Acquisition

Type: Update

Accession Number: 000164117225009483

Filing Summary: On May 5, 2025, NextTrip, Inc. issued 1,450,000 Contingent Shares to the NextTrip Sellers as part of fulfilling obligations under a previously established Exchange Agreement stemming from an earlier Acquisition of NextTrip Holdings, Inc. The Exchange Agreement entailed that the Company acquired NextTrip, making it a wholly owned subsidiary. This issuance marked the completion of all obligations under the Exchange Agreement with no further commitments for additional share issuances. The NextTrip Sellers, deemed accredited investors, received these shares exempt from registration under the Securities Act. All previously contingent shares linked to milestones stipulated in the Exchange Agreement, including three out of four milestones met by NextTrip prior to a forbearance agreement adjustment, had been fully accounted for and issued.

Form Type: 8-K

Filing Date: 2025-05-02

Corporate Action: Acquisition

Type: Update

Accession Number: 000164117225008401

Filing Summary: On April 28, 2025, NextTrip, Inc. made milestone payments related to its acquisition of a 49% ownership stake in FSA Travel, LLC. The Company had initially purchased 9,608 membership units of FSA for $500,000 in cash and the issuance of 161,291 shares of Series O Nonvoting Convertible Preferred Stock on February 10, 2025. Subsequently, on April 9, 2025, NextTrip exercised its option to acquire the remaining 51% of membership units for an additional $500,000 in cash and 161,291 shares of Series O Preferred. The acquisition agreement stipulates further milestone payments upon achieving specific targets related to travel bookings, with payments of $100,000 in cash and shares of Series O Preferred contingent on successful completion of these milestones. The issuance of an aggregate of 129,032 shares of Series O Preferred was executed on April 28, 2025, to settle the milestone payments.

Form Type: 8-K

Filing Date: 2025-04-14

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225003966

Filing Summary: On April 9, 2025, NextTrip, Inc. completed its acquisition of the remaining 51% membership units in FSA Travel, LLC, making FSA a wholly owned subsidiary. The acquisition followed an earlier purchase agreement executed on February 6, 2025, which involved acquiring a 49% stake in FSA for $500,000 in cash and shares of Series O Nonvoting Convertible Preferred Stock. The final closing involved a payment of $500,000 in cash and the issuance of an additional 161,291 shares of Series O Preferred to the FSA Members. Funding for the acquisition was sourced from an unsecured promissory note to the Donald P. Monaco Trust. On April 14, 2025, a press release was issued announcing the completion of the acquisition.

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.

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.