{"url_path":"/sec/ntrp/8-k/2026-07-22/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-22","source_url":"https://www.sec.gov/Archives/edgar/data/788611/0001493152-26-034192-index.html","accession_number":"0001493152-26-034192","cik":"0000788611","ticker":"NTRP","issuer_name":"NextTrip, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/788611/0001493152-26-034192-index.html","primary_entity_key":"0000788611","primary_entity_name":"NextTrip, Inc."},"word_count":355,"has_tables":true,"body_markdown":"**Item\n3.02 Unregistered Sales of Equity Securities**\n\n \n\nThe\ninformation set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02 in its\nentirety. Based in part upon the representations of Lind in the SPA, the offering and sale of the securities described above was made\nin reliance on the exemption afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D under the Securities Act\nand corresponding provisions of state securities or “blue sky” laws. None of the securities have been registered under the\nSecurities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an\napplicable exemption from the registration requirements. The sale of the securities did not involve a public offering and was made without\ngeneral solicitation or general advertising.\n\n \n\n**Cautionary\nNote Regarding Forward-Looking Statements**\n\n \n\nThis\nCurrent Report contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and\nother federal securities laws. Any statements contained herein that do not describe historical facts, including, but not limited to,\nstatements regarding the closing of the contemplated offering with Lind and the amount of aggregate gross proceeds the Company expects\nto receive in connection therewith are forward-looking statements that involve risks and uncertainties that could cause actual results\nto differ materially from those discussed in such forward-looking statements. Such risks and uncertainties include, among others, the\nrisks identified in the Company’s filings with the SEC, including its Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K.\nAny of these risks and uncertainties could materially and adversely affect the Company’s results of operations, which would, in\nturn, have a significant and adverse impact on the Company’s stock price. The Company cautions you not to place undue reliance\non any forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update publicly\nany forward-looking statements to reflect new information, events or circumstances after the date they were made or to reflect the occurrence\nof unanticipated events."}