SCHEDULE: Alumni Capital Discloses Potential 9.99% NextTrip Stake

Alumni Capital LP, along with its general partner and controlling person, has disclosed a potential 9.99% beneficial ownership in NextTrip, Inc. common stock, primarily through a Securities Purchase Agreement.

Summary

• Alumni Capital LP, Alumni Capital GP LLC, and Ashkan Mapar (collectively, "Reporting Persons") have filed a Schedule 13G regarding NextTrip, Inc. common stock.
• The filing indicates a beneficial ownership of 891,616 shares, representing 9.99% of NextTrip, Inc.'s common stock.
• This beneficial ownership is primarily derived from a Securities Purchase Agreement dated September 19, 2024, which allows Alumni Capital LP to acquire shares at NextTrip's sole discretion.
• As of the filing date (September 18, 2025), Alumni Capital LP does not directly own any shares but has the right to acquire 266,774 shares via outstanding warrants.
• The reported 9.99% ownership reflects a hypothetical scenario where a purchase agreement ownership limitation (initially 4.99%) is increased to 9.99% upon written agreement.
• The percentage calculation is based on 8,033,469 shares outstanding as of August 13, 2025, plus the approximate number of shares the Reporting Persons may acquire.

Sentiment

Score: 6

Explanation: The filing indicates a significant institutional investor's potential future stake in NextTrip, Inc. through a Securities Purchase Agreement, which could be seen as a positive signal for future capital or strategic support. However, the actual ownership is currently zero, and the acquisition is at the issuer's discretion, introducing some uncertainty.

Positives

• A significant institutional investor, Alumni Capital LP, has entered into a Securities Purchase Agreement with NextTrip, Inc., indicating potential future capital infusion or strategic support.
• The agreement allows for the acquisition of shares up to 9.99% of the outstanding common stock, demonstrating a substantial potential commitment.

Negatives

• The reported beneficial ownership of 9.99% is largely theoretical, as Alumni Capital LP does not currently own these shares but may acquire them at the issuer's discretion.
• The actual current direct ownership by Alumni Capital LP is zero shares, with only a right to acquire 266,774 shares via outstanding warrants.
• The beneficial ownership calculation includes shares that may be acquired and assumes an increase in the ownership limitation from 4.99% to 9.99%, which requires mutual agreement.

Risks

• The actual acquisition of shares under the Securities Purchase Agreement is at the Issuer's sole discretion and subject to conditions and limitations, including an initial 4.99% ownership cap.
• The reported 9.99% beneficial ownership is a forward-looking calculation based on potential future acquisitions and an assumed increase in the ownership limitation, not current direct holdings.

Future Outlook

The filing indicates a potential future relationship where Alumni Capital LP may acquire a significant stake in NextTrip, Inc. at the issuer's discretion, potentially increasing its ownership up to 9.99% through a Securities Purchase Agreement.

Management Comments

• The Reporting Persons certify that the securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer.

Industry Context

This filing indicates an institutional investor's interest in NextTrip, Inc., a travel-related company. Such investments can signal confidence in the company's future prospects or the broader travel industry, especially if the company is in a growth phase or undergoing a strategic transformation.

Stakeholder Impact

• Shareholders: Potential for future capital infusion and increased institutional ownership could be viewed positively, but the current lack of direct ownership by Alumni Capital LP means no immediate impact from this specific filing.
• Company (NextTrip, Inc.): The Securities Purchase Agreement provides a mechanism for potential future capital, subject to the company's discretion.

Next Steps

• NextTrip, Inc. may direct Alumni Capital LP to purchase shares under the Securities Purchase Agreement.
• Alumni Capital LP may exercise its right to acquire 266,774 shares via outstanding warrants.
• Alumni Capital LP and NextTrip, Inc. may mutually agree to increase the Purchase Agreement Ownership Limitation from 4.99% to 9.99%.

Key Dates

Recommendation

This filing primarily discloses a potential future beneficial ownership by an institutional investor, Alumni Capital LP, in NextTrip, Inc. While the existence of a Securities Purchase Agreement and the right to acquire shares via warrants suggest potential future capital and investor interest, the actual current direct ownership by Alumni Capital LP is zero. The reported 9.99% beneficial ownership is largely theoretical, contingent on the issuer's discretion and a potential increase in ownership limitations. Therefore, without more concrete information on the actual share acquisitions or the company's operational performance, a "hold" recommendation is appropriate, awaiting further developments regarding the actualization of this potential investment.

Keywords

NextTrip Inc., Alumni Capital LP, Schedule 13G, beneficial ownership, common stock, investment, SEC filing, Securities Purchase Agreement, warrants