NextTrip Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

NextTrip, Inc.

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on February 27, 2025

Dear Stockholder:

Notice is hereby given that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of NextTrip, Inc., a Nevada corporation (the “Company”), will be held on Thursday, February 27, 2025, at 10:00 a.m. Mountain Time. We have adopted a virtual format for our Annual Meeting to provide a consistent and convenient experience to all stockholders regardless of location. In order to virtually attend the Annual Meeting, you must register at at https://agm.issuerdirect.com/ntrp-2025 by 11:59 p.m. Eastern Time on February 26, 2025. You will not be able to attend the Annual Meeting in person. Stockholders virtually attending the Annual Meeting will be afforded substantially the same rights and opportunities to participate as they would at an in-person meeting. We encourage you to join us and participate online. We recommend that you log in a few minutes before 10:00 a.m. Mountain Time, on February 27, 2025 to ensure you are logged in when the Annual Meeting starts. For further information, please see the Questions and Answers about the Annual Meeting beginning on the first page of the accompanying Proxy Statement.

At the Annual Meeting, our stockholders will be asked to consider and vote upon the following:

Our Board of Directors (the “Board”) has carefully reviewed and considered the foregoing proposals and has concluded that each proposal is in the best interests of the Company and its stockholders. Therefore, our Board has approved the inclusion of each proposal and recommends that you vote “FOR” the Class I director nominee and “FOR” each of Proposals 2, 3, 4, 5 and 6. These proposals are more fully described in the Proxy Statement accompanying this Notice. The accompanying Proxy Statement can also be accessed directly at the following Internet address: https://www.iproxydirect.com/NTRP. Action may be taken on any one of the foregoing proposals at the Annual Meeting on the date specified above or on any date or dates to which the meeting may be postponed or adjourned. We do not expect to transact any other business at the Annual Meeting.

Our Board has fixed the close of business on January 22, 2025 as the record date for the determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting. Accordingly, only stockholders of record of shares of our common stock, Series H Convertible Preferred Stock and Series I Convertible Preferred Stock at the close of business on that date will be entitled to vote at the Annual Meeting. A list of the stockholders of record as of the close of business on January 22, 2025 will be available for inspection by any of our stockholders for any purpose germane to the Annual Meeting during normal business hours, beginning ten days before the Annual Meeting and through the date of the Annual Meeting. You may email us at frank.orzechowski@nexttrip.com to coordinate arrangements to view the stockholder list.

On or about February 6, 2025, we are mailing this Notice, along with the accompanying Proxy Statement and proxy card, to each of our stockholders entitled to notice of and to vote at the Annual Meeting. Accompanying this Notice is the Proxy Statement and a proxy card that includes voting instructions. Whether or not you expect to attend our Annual Meeting, please read these materials carefully, complete, sign and date the enclosed proxy card and return it promptly, or complete and submit your proxy via phone or the internet in accordance with the instructions provided on the enclosed proxy card.

We cordially invite you to virtually attend the Annual Meeting. Your vote is important no matter how large or small your holdings in the Company may be. If you do not expect to be present at the Annual Meeting virtually, you are urged to promptly complete, date, sign and return the proxy card you receive or to submit your vote using another method included in the proxy card you receive in the mail. If you hold your shares beneficially in street name through a nominee, you should follow the instructions you receive from your nominee to vote these shares. Please review the instructions on each of your voting options described in the enclosed Proxy Statement as well as in enclosed proxy card that you receive in the mail. This will not limit your right to virtually attend or vote at the Annual Meeting, but will help to secure a quorum and avoid added solicitation costs. You may revoke your proxy at any time before it has been voted at the Annual Meeting.

Even if you plan to attend the virtual Annual Meeting, we request that you submit a proxy by following the instructions provided in the enclosed proxy card you receive in the mail as soon as possible in order to ensure that your shares will be represented at the Annual Meeting if you are unable to attend.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors,

NextTrip, Inc.

/s/ William Kerby

William Kerby

Chief Executive Officer

Santa Fe, New Mexico

February 3, 2025

IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, WE ASK YOU TO VOTE BY TELEPHONE, MAIL, FAX OR ON THE INTERNET USING THE INSTRUCTIONS PROVIDED IN THE NOTICE.

TABLE OF CONTENTS

PROXY STATEMENT

FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON FEBRUARY 27, 2025

This proxy statement (the “Proxy Statement”) is furnished in connection with the solicitation of proxies by the board of directors (the “Board”) of NextTrip, Inc., a Nevada corporation (the “Company,” “NextTrip,” “we” or “us”), for use at the 2025 Annual Meeting of Stockholders of the Company (the “Annual Meeting”), to be held on Thursday, February 27, 2005, at 10:00 a.m. Mountain Time. We have adopted a virtual format for our Annual Meeting to provide a consistent and convenient experience to all stockholders regardless of location. In order to virtually attend the Annual Meeting, you must register at https://agm.issuerdirect.com/ntrp-2025 by 11:59 p.m. Eastern Time on February 26, 2025. You will not be able to attend the Annual Meeting in person. Stockholders virtually attending the Annual Meeting will be afforded substantially the same rights and opportunities to participate as they would at an in-person meeting. We encourage you to join us and participate online. We recommend that you log in a few minutes before 10:00 a.m. Mountain Time, on February 27, 2025 to ensure you are logged in when the Annual Meeting starts. For further information, please see the Questions and Answers about the Annual Meeting beginning on the second page of this Proxy Statement.

On or about February 6, 2025, we are mailing this Proxy Statement, the accompanying proxy card and our Annual Report on Form 10-K for our fiscal year ended February 29, 2024 (the “Annual Report”) to each of our stockholders entitled to notice of and to vote at the Annual Meeting. The enclosed proxy card includes instructions for how you may vote your shares at the Annual Meeting.

Only stockholders of record at the close of business on January 22, 2025 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting. Accordingly, only stockholders of record of shares of our common stock, Series H Convertible Preferred Stock (“Series H Preferred”) and Series I Convertible Preferred Stock (“Series I Preferred”) at the close of business on that date will be entitled to vote at the Annual Meeting. Shares cannot be voted at the Annual Meeting unless the holder thereof is present or represented by proxy.

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this Proxy Statement. You should read this entire Proxy Statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this Proxy Statement and references to our website address in this Proxy Statement are inactive textual references only.