Item 5. Other Information
ITEM
5. OTHER INFORMATION.
Rule
10b5-1 Trading Plans
During
the three months ended August 31, 2025, none of our directors or officers entered into, modified or terminated a “Rule 10b5-1 trading
arrangement” or “non-Rule 10b5-1 trading arrangement,” that were intended to satisfy the affirmative defense conditions
of Rule 10b5-1, in each case as defined in Item 408 of Regulation S-K.
57
ITEM
6. EXHIBITS.
Exhibit
Number
Description
2.1
Membership Interest Purchase Agreement, by and among NextTrip, Inc., TA Pipeline LLC, and the Members of TA Pipeline LLC, dated August 6, 2025 (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 12, 2025, and incorporated herein by reference).
4.1*
Warrant by and between the Company and Alumni Capital LP, dated August 20, 2025.
31.1*
Rule 13a-14(a) Certification of Principal Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Rule 13a-14(a) Certification of Principal Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS***
Inline
XBRL Instance Document.
101.SCH***
Inline
XBRL Schema Document with Embedded Linkbase Documents.
104
Cover
Page Interactive Data File (the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags
are embedded within the Inline XBRL document
*
Filed
herewith.
**
Furnished
herewith and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
***
The
XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing
or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference
in such filing or document.
58
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
NEXTTRIP,
INC.
October
15, 2025
By:
/s/
William Kerby
William
Kerby
Chief
Executive Officer
(Principal
Executive Officer)
October
15, 2025
By:
/s/
Frank Orzechowski
Frank
Orzechowski
Chief
Financial Officer and Treasurer
(Principal
Financial and Accounting Officer)
59
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.