NextTrip, Inc. Form 8-K Filing

NextTrip, Inc. has entered into a Stock Purchase Agreement to acquire 51% of Yada Commerce Inc. for 50,000 restricted shares of NextTrip's common stock. The agreement includes customary representations, indemnification, and provisions for post-closing governance, with a five-member board to be elected with specific designations for both parties. Additionally, a Cooperation and Earnout Agreement was established, granting NextTrip roles such as exclusive travel provider and processing of bookings, with a three-year term. The Founding Shareholders will retain operational control of Yada, subject to board oversight. An earnout pool of 225,000 restricted shares and warrants for the Founding Shareholders is established, contingent on performance metrics related to net profits generated from specific activities. The acquisition closed on June 10, 2026, and the shares were issued under an exemption from registration. This filing also includes details on unregistered sales of equity securities and a press release announcing the agreement.