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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 15, 2025
NextTrip, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Nevada | 001-38015 | 27-1865814 | ||
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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3900 Paseo del Sol Santa Fe, New Mexico |
87507 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (505) 438-2576
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per share | NTRP | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On October 15, 2025, the Company issued a press release announcing second quarter financial results, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information in this Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed subject to the requirements of Item 10 of Regulation S-K, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The furnishing of this information hereby shall not be deemed an admission as to the materiality of any such information.
Forward-Looking Statements
This Report, including Exhibit 99.1 attached hereto, contains certain forward-looking statements that involve substantial risks and uncertainties. When used herein, the terms “anticipates,” “expects,” “estimates,” “believes,” “will” and similar expressions, as they relate to the Company or its management, are intended to identify such forward-looking statements.
Forward-looking statements in this Report, including Exhibit 99.1 attached hereto, or hereafter, including in other publicly available documents filed with the Securities and Exchange Commission (the “Commission”), reports to the stockholders of the Company and other publicly available statements issued or released by the Company, involve known and unknown risks, uncertainties and other factors which could cause the Company’s actual results, performance (financial or operating) or achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements. Such future results are based upon management’s best estimates based upon current conditions and the most recent results of operations. These risks include, but are not limited to, the risks set forth herein and in such other documents filed with the Commission, each of which could adversely affect the Company’s business and the accuracy of the forward-looking statements contained herein. The Company’s actual results, performance or achievements may differ materially from those expressed or implied by such forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith.
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Exhibit Number |
Description | |
| 99.1 | Press Release, dated October 15, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL Document) |
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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 hereunto duly authorized.
| NEXTTRIP, INC. | ||
| Date: October 15, 2025 | By: | /s/ William Kerby |
| Name: | William Kerby | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
NextTrip, Inc. (NASDAQ: NTRP) Reports Second Quarter Financial Results
Company Highlights 446% Quarter-over-Quarter Growth, and Leveraging Media-Travel Integration
Santa Fe, NM – October 15, 2025 – NextTrip, Inc. (NASDAQ: NTRP) (“NextTrip,” “we,” “our,” or the “Company”), a technology-forward media and travel company redefining how people discover, plan, and book travel, today announced the filing of its Form 10-Q and financial results for the second quarter ended August 31, 2025, with the Securities and Exchange Commission (SEC).
Bill Kerby, Founder & Chief Executive Officer of NextTrip, commented: “Q2 was a milestone quarter for NextTrip. We not only delivered measurable improvement compared to the first quarter but also achieved more in a single quarter than in our entire previous fiscal year. While our reported results reflect non-cash professional and consulting fees associated with completing the reverse takeover, Board transitions, acquisitions, and regulatory filings, these were essential one-time steps in building our foundation for growth. With our recent acquisitions now integrating and compounding, we expect to see momentum in Q3 and for the balance of our fiscal year and look forward to sharing our story with investors during one-on-one meetings and the Company presentation at next week’s LD Micro Main Event XIX Conference on October 20th.”
Q2 2026 Financial and Operational Highlights:
| ● | Revenue Growth: NextTrip’s fiscal second quarter revenues reached $757,648 surpassing total revenues for the entire prior fiscal year, a clear indicator of accelerating growth driven by recent acquisitions and the continued integration and buildout of the Company’s media-to-travel ecosystem. | |
| ● | Quarter-over-Quarter Momentum: Revenues increased 446% from fiscal Q1 levels of $138,827, reflecting expanding adoption of NextTrip’s platforms and the early impact of its “Watch. Scan. Book. Go.” strategy that bridges content and commerce. | |
| ● | Non-Cash Expenses: Quarterly results included elevated non-cash professional and consulting fees associated with the completion of the Company’s reverse takeover (RTO), Board transitions, acquisitions, and related regulatory filings, one-time costs that established a stronger foundation for future growth. |
Key Company Developments (Q2 June – August 2025)
| ● | Acquisition of TA Pipeline: Strengthened NextTrip’s position in the high-growth group travel sector, providing scale in Mexico and the Caribbean and expanding the Company’s travel agent network. | |
| ● | Strategic Marketing Partnership with FINN Partners: Relaunch and rebrand of JOURNY, including original content, influencer-driven campaigns, and social media expansion, designed to increase monthly viewers from 1.5 million to 5 million by early 2026. | |
| ● | New Advertising Partnerships: Playa Resorts, Palladium Hotel Group, and ALTIERS joined JOURNY as advertising partners, validating NextTrip’s growing role as a travel media-to-booking gateway. | |
| ● | Expanded Leadership & Board: Strengthened Board composition with industry leaders whose expertise is closely aligned with stakeholders. Collectively, the Board and senior management are meaningful shareholders, and have invested more than $10 million in the Company. |
Subsequent Company Developments
| ● | NextTrip’s JOURNY to Debut Original Food & Travel Series TIDE, exclusively on JOURNY Streaming and VOD Platforms, Produced by JOURNY’s in-house team in collaboration with luxury cruise line Sea Cloud, TIDE features celebrity chef Ben Robinson (Below Deck, Food Network) as he explores global ports through food and culture. The series highlights JOURNY’s ability to develop original, brand-funded content that engages audiences while creating measurable value for travel partners. | |
| ● | NextTrip Expands JOURNY with Launch of Video-on-Demand (VOD) Platform, extending Its Content-to-Commerce Ecosystem, with the launch of JOURNY’s VOD platform allowing audiences to stream JOURNY’s growing library of travel and lifestyle programming anytime, anywhere. The expansion enhances user engagement, strengthens advertiser partnerships, and deepens integration with NextTrip’s “Watch. Scan. Book. Go.” ecosystem connecting media inspiration to travel booking. | |
| ● | NextTrip Launched Travel Magazine 2.0, a Premium Editorial Platform Connecting Media and Booking, designed as the digital mid-funnel complement to JOURNY, Travel Magazine 2.0 blends editorial storytelling, influencer content, and interactive booking links. The platform is designed to drive monetization through advertising and affiliate bookings while advancing NextTrip’s strategy to redefine how consumers move from discovery to purchase within a unified media and travel environment. |
LD Micro Main Event XIX Presentation Details
Date: Monday, October 20, 2025
Time: 12:30 PM PT / 3:30 PM ET
Track: 1
Webcast Registration: https://ldmicrocasts.com/#register
About NextTrip
NextTrip, Inc. (NASDAQ: NTRP) is redefining travel at the intersection of media and technology through a vertically integrated ecosystem that combines immersive content, smart booking tools, and premium services to inspire travelers first and seamlessly convert that inspiration into bookings. Powered by its proprietary NXT2.0 engine, NextTrip offers solutions across luxury hotels, cruises, group travel, and vacation packages, anchored by Five Star Alliance, featuring 5,000+ of the world’s finest properties, and TA Pipeline, a leading group travel and agent booking platform for Mexico and the Caribbean. At the top of the funnel, its media brands, JOURNY and Travel Magazine, reach millions of consumers through streaming and digital channels, creating a unique “content-to-commerce” model that drives high-value transactions for travelers while delivering measurable results for industry partners. NextTrip’s proposition, Watch. Scan. Book. Go., captures its mission to transform inspiration into action. For more information, visit www.nexttrip.com.
Forward-Looking Statement Disclaimer
This announcement contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. For example, statements regarding the Company’s financial position, business strategy and other plans and objectives for future operations, and assumptions and predictions about future activities are all forward-looking statements. These statements are generally accompanied by words such as “intend,” anticipate,” “believe,” “estimate,” “potential(ly),” “continue,” “forecast,” “predict,” “plan,” “may,” “will,” “could,” “would,” “should,” “expect” or the negative of such terms or other comparable terminology.
The Company believes that the assumptions and expectations reflected in such forward-looking statements are reasonable, based on information available to it on the date hereof, but the Company cannot provide assurances that these assumptions and expectations will prove to have been correct or that the Company will take any action that the Company may presently be planning. However, these forward-looking statements are inherently subject to known and unknown risks and uncertainties. Actual results or experience may differ materially from those expected or anticipated in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, regulatory policies, available cash resources, competition from other similar businesses, and market and general economic factors.
Readers are urged to read the risk factors set forth in the Company’s filings with the United States Securities and Exchange Commission at https://www.sec.gov. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Contacts:
Richard Marshall
Director of Corporate Development
NextTrip, Inc
Richard.Marshall@NextTrip.com
Chris Tyson
Executive Vice President
MZ Group - MZ North America
949-491-8235
NTRP@mzgroup.us
www.mzgroup.us
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