{"url_path":"/sec/ntrp/8-k/2026-06-15/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/788611/0001493152-26-028538-index.html","accession_number":"0001493152-26-028538","cik":"0000788611","ticker":"NTRP","issuer_name":"NextTrip, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/788611/0001493152-26-028538-index.html","primary_entity_key":"0000788611","primary_entity_name":"NextTrip, Inc."},"word_count":596,"has_tables":true,"body_markdown":"** **\n\n**Item\n1.01 Entry into a Material Definitive Agreement**\n\n** **\n\n*Stock\nPurchase Agreement*\n\n \n\nOn\nJune 10, 2026 (the “Effective Date”), NextTrip, Inc. (the “Company”) entered into a Stock Purchase Agreement\n(the “Purchase Agreement”) with Yada Commerce Inc (“Yada”) and High Class Holdings LLC and Carbon Capital Corp,\nthe shareholders of Yada (collectively, the “Founding Shareholders”) pursuant to which, subject to the terms and conditions\nset forth in the Purchase Agreement, the Company purchased from the Founding Shareholders 51% of the outstanding shares of Yada (the\n“Yada Shares”).\n\n \n\nThe\naggregate consideration under the Purchase Agreement is 50,000 restricted shares of the Company (the “ Company Shares”).\nThe Company granted to the Founding Shareholders piggyback registration rights subject to cut backs required under Rule 415 and at the\nrequest of investors, placement agents and underwriters. The Purchase Agreement contains customary representations and indeminifcation\nprovisions. The Purchase Agreement also contains provisions regarding the post-closing governance of Yada including a provision requiring\nthe parties to vote their shares of Yada to elect a five member board of directors, two of whom will be designated by the Founding Shareholers,\ntwo of whom will be designated by the Company, with the fifth member to be appointed by the board of directors. The Purchase Agreement\nalso provides for a first right of refusal in favor of the Company regarding any future sale by the Founding Shareholders of their shares\nin Yada.\n\n \n\n*Cooperation\nand Earnout Agreement*.\n\n \n\nConcurrently\nwith the entering into of the Purchase Agreement, the Company entered into a Cooperation and Earnout Agreement (the “Earnout Agreement”)\nwith Yada regarding the post-closing operations of Yada, the role of the Company, and the compensation arrangement for the Founding Shareholders.\nThe Earnout Agreement has a three-year term from the Effective Date (the “Term”). Under the Earnout Agreement, the Parties\nacknowledge that, nothwithstanding the Company’s controlling interest in Yada, the Founding Shareholders will retain full operational\ncontrol over Yada’s day-to-day business affairs, subject to the oversight of Yada’s board of directors, and the rights, duties\nand obligations of Yada’s officers, directors and shareholders under Yada’s organizational documents and applicable law.\nThe Earnout Agreement grants to the Company certain roles including serving as Yada’s exclusive preferred travel provider, the\nfirst right of refusal to match any bona fide third-party proposal with respect to travel service offered through Yada channels, the\nprocessing by the Company of travel bookings generated through Yada channels, the exclusive right to offer travel gift cards through\nYada channels, and the exclusive booking rights for music artist promotional events. The Earnout Agreement also sets forth the sharing\nof Net Profits between the Company and the Founding Shareholders from activities enumerated in the Earnout Agreement. The Earnout Agreement\nfurther provides as inducement compensation for the Founding Shareholders the establishment of an earnout pool consisting of an aggregate\nof 225,000 restricted shares of the Company’s common stock and warrants to purchase up to 225,000 common shares with a three-year\nterm at an exercise price of $2.75 to be awarded over the Term pursuant to the terms of the Earnout Agreement on the basis of one share\nof Company common stock and one warrant for each $2.75 of the Company’s share of the aggregate net profits generated from the activities\ndescribed in the Earnout Agreement.\n\n \n\nThe\nforegoing descriptions of the Purchase Agreement and the Earnout Agreement are not complete and are subject to and qualified in their\nentirety by reference to the Purchase Agreement and Earnout Agreement, copies of which are filed as Exhibits 10.1 and 10.2 to this Current\nreport on Form 8-K and are incorporated by reference\n\n \n\n2"}