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NextTrip, Inc. Major Shareholding Notification 2025

Sep 18, 2025

34837_mrq_2025-09-18_a0ad2bd6-d6fb-4e45-b56e-9a4d4a7d3915.zip

Major Shareholding Notification

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xml version="1.0" encoding="UTF-8"? SCHEDULE 13G Field: Pseudo-Tag; ID: Name; Data: Alumni Capital LP 0001912606 XXXXXXXX LIVE Common Stock 09/19/2024 0000788611 NextTrip, Inc. 826598609 3900 Paseo del Sol Sante Fe NM 87507 Rule 13d-1(c) Alumni Capital LP DE 0.00 891616.00 0.00 891616.00 891616.00 Y 9.99 PN Alumni Capital GP LLC X1 0.00 891616.00 0.00 891616.00 891616.00 Y 9.99 OO Ashkan Mapar X1 0.00 891616.00 0.00 891616.00 891616.00 Y 9.99 IN NextTrip, Inc. 3900 Paseo del Sol, Santa Fe, New Mexico 87507 This statement is filed by Alumni Capital LP (the "Fund"), Alumni Capital GP LLC (the "General Partner"), and Ashkan Mapar (the "Controlling Person"). The foregoing are collectively referred to herein as the "Reporting Persons". The Fund holds, has the right to acquire, or has the obligation to acquire, securities of the Issuer. The General Partner serves as the general partner of the Fund. The Controlling person is the control person of the General Partner. The address for the principal business office of each of Alumni Capital LP, Alumni Capital GP LLC, and Ashkan Mapar is 601 Brickell Key Dr., Suite 700, Miami, FL 33131. Alumni Capital LP is a Delaware limited partnership. Alumni Capital GP LLC is a Delaware limited liability company. Ashkan Mapar is a citizen of the United States of America. Y Alumni Capital LP - 891,616 Alumni Capital GP LLC - 891,616 Ashkan Mapar - 891,616 The shares of common stock (the "Shares") of NextTrip, Inc. (the "Issuer") reported herein represent Shares that may be acquired by Alumni Capital LP (the "Fund") pursuant to a Securities Purchase Agreement dated September 19, 2024, between the Issuer and the Fund (the "Purchase Agreement"). Under the Purchase Agreement, at the Issuer's sole discretion, the Fund may be required to purchase Shares, in accordance with the terms and subject to the conditions and limitations of the Purchase Agreement. One such limitation is that the Fund is prohibited from acquiring any Shares under the Purchase Agreement, which, when aggregated with all other Shares then beneficially owned by the Fund and its affiliates, would result in the beneficial ownership by the Fund and its affiliates to exceed 4.99% of the Shares outstanding (the "Purchase Agreement Ownership Limitation"). The Fund may increase the Purchase Agreement Ownership Limitation up to 9.99% upon written agreement of the Fund and the Issuer. As such, the percent of class reported herein is giving effect to the Purchase Agreement Ownership Limitation as if it was increased to 9.99% and is based upon the Issuer's Amendment No. 2 to its Registration Statement on Form S-1 filed with the SEC on August 19, 2025 that there were 8,033,469 Shares outstanding as of August 13, 2025 plus the approximate total number of Shares that the Reporting Persons may acquire at the direction of the Issuer (subject to the Purchase Agreement Ownership Limitation) in accordance with Rule 13d-3(d)(1)(i) under the Act. For the sake of clarity, the Fund does not own any Shares as of the date of the filing, has the right to acquire 266,774 Shares upon exercise of outstanding warrants to purchase common stock of the Issuer, and is electing to file this Schedule 13G solely to the extent that, for the purposes of Section 240.13d-3, the Reporting Persons are deemed to beneficially own the Shares pursuant to the Purchase Agreement. The filing of this report shall not be deemed an admission, for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of such Reporting Person's pecuniary interest, if any, therein. Alumni Capital LP - 9.99% Alumni Capital GP LLC - 9.99% Ashkan Mapar - 9.99% Alumni Capital LP - 0 Alumni Capital GP LLC - 0 Ashkan Mapar - 0 Alumni Capital LP - 891,616 Alumni Capital GP LLC - 891,616 Ashkan Mapar - 891,616 Alumni Capital LP - 0 Alumni Capital GP LLC - 0 Ashkan Mapar - 0 Alumni Capital LP - 891,616 Alumni Capital GP LLC - 891,616 Ashkan Mapar - 891,616 N Y Y Y Y Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. A. Agreement of Joint Filing Alumni Capital LP /s/ Ashkan Mapar Ashkan Mapar, Manager of Alumni Capital GP LLC, General Partner of Alumni Capital LP 09/18/2025 Alumni Capital GP LLC /s/ Ashkan Mapar Ashkan Mapar, Manager of Alumni Capital GP LLC, General Partner of Alumni Capital LP 09/18/2025 Ashkan Mapar /s/ Ashkan Mapar Ashkan Mapar, Manager of Alumni Capital GP LLC, General Partner of Alumni Capital LP 09/18/2025