NextTrip, Inc. (NTRP): M&A transaction — NextTrip acquires 49% of Five Star Alliance for $500K + preferred shares; option to buy rest by Apr 2025

NextTrip, Inc.

NextTrip paid $500K cash and issued 161,291 Series O Preferred shares for 49% stake in FSA Travel (Five Star Alliance).
Option to purchase remaining 51% for additional $500K cash + 161,291 Series O Preferred, subject to $2M capital raise and employment of key staff.
Milestone earnouts: up to $400K cash and 129,032 Series O Preferred shares based on travel bookings and system access.
Five Star Alliance CEO John McMahon and Courtney May join NextTrip management; McMahon cites commitment to 'traveler-first' approach.
Series O Preferred conversion to common stock requires Nasdaq stockholder approval; shares unregistered under Section 4(a)(2).

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

NextTrip, Inc.: Filed Certificate of Designation designating 451,614 shares of Series O Convertible Preferred Stock (effective 2025-02-06).

Change: charter amendment
Effective: 2025-02-06

Exact text from the filing

On February 6, 2025, the Company filed a Certificate of Designation of Series O Convertible Preferred Stock (the “Series O Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 451,614 shares of the Company’s preferred stock as Series O Convertible Preferred Stock, par value $0.001 per share.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

NextTrip, Inc. completed an acquisition involving FSA Travel, LLC for $500,000 in cash and 161,291 shares of newly designated Series O Nonvoting Convertible Preferred Stock (closed 2025-02-10).

Action: acquisition
Counterparty: FSA Travel, LLC
Consideration: $500,000 in cash and 161,291 shares of newly designated Series O Nonvoting Convertible Preferred Stock
Closing: 2025-02-10

Exact text from the filing

NextTrip purchased 9,608 membership units of FSA (equal to a 49% ownership stake in FSA immediately after closing) (the "Initial Interests") in exchange for NextTrip’s (i) payment of $500,000 in cash and (ii) issuance of 161,291 shares of newly designated Series O Nonvoting Convertible Preferred Stock of the Company (“Series O Preferred”) to FSA.

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13 governance changes filed in the last 30 days. Browse all governance changes →

NextTrip, Inc. filing history →

Source: SEC EDGAR

accession 0001493152-25-005803

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