NextTrip Inc 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedFebruary 28,2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ______ to ______ Commission file number:001-38015 NEXTTRIP, INC.(Exact name of registrant as specified in its charter) 27-1865814(I.R.S. EmployerIdentification Number) Nevada (State or other jurisdiction ofincorporation or organization) 3900 Paseo del SolSanta Fe,New Mexico87507(Address of principal executive offices) (954)526-9688(Registrant’s telephone number, including area code): Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, par value $0.001 per shareNTRPThe NASDAQ Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days. Yes☐.No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒. No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. (Check one): Accelerated filer☐Smaller reporting company☒Emerging growth company☐ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐. No☒. Based on the closing price of the registrant’s common stock as reported on the Nasdaq Capital Market, the aggregate market value of the Registrant’scommon stock held by non-affiliates on August 31, 2024 (the last business day of the registrant’s most recently completed second fiscal quarter) wasapproximately $3,817,106. Shares of common stock held by directors and executive officers and any ten percent or greater stockholders and theirrespective affiliates have been excluded from this calculation, because such stockholders may be deemed to be “affiliates” of the registrant. This isnot necessarily determinative of affiliate status for other purposes. The number of outstanding shares of the registrant’s common stock as of May 28, 2025 was7,653,525. Documents incorporated by reference:None NEXTTRIP, INC. FORM 10-K — FISCAL YEAR ENDED FEBRUARY 28, 2025 TABLE OF CONTENTS ITEM 1.BUSINESS4ITEM 1A.RISK FACTORS18ITEM 1B.UNRESOLVED STAFF COMMENTS31ITEM 1C.CYBERSECURITY31ITEM 2.PROPERTIES32ITEM 3.LEGAL PROCEEDINGS32ITEM 4.MINE SAFETY DISCLOSURES32 ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, ANDISSUER PURCHASES OF EQUITY SECURITIES33ITEM 6.[RESERVED]33ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS33ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK41ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA41ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON A