SCHEDULE: Nexttrip Director Discloses 10.38% Stake

Nexttrip Inc. Director David Jiang has reported beneficial ownership of 10.38% of the company's common stock, acquired through a share exchange agreement.

Summary

• David Jiang, a Director of Nexttrip, Inc., has reported beneficial ownership of 902,642 shares of the company's common stock, representing 10.38% of the class.
• The shares were acquired upon the achievement of certain milestones pursuant to a share exchange agreement dated October 13, 2023, which closed on December 29, 2023.
• This agreement involved the exchange of all outstanding shares of NextTrip Holdings, Inc. for shares of Nexttrip, Inc. common stock.
• No additional consideration was paid in connection with the exchange.
• Mr. Jiang became subject to Schedule 13D reporting requirements upon his appointment as a director on July 14, 2025.
• The purpose of the acquisition is for investment, in connection with Mr. Jiang's service on the Board of Directors.
• Mr. Jiang intends to review his investment continuously and may purchase additional securities, sell existing securities, or engage in hedging transactions in the future.

Sentiment

Score: 7

Explanation: The filing indicates a significant insider stake by a director, which is generally a positive signal of confidence in the company's future prospects and management.

Positives

• A Director, David Jiang, holds a significant 10.38% beneficial ownership stake in Nexttrip, Inc., signaling strong insider confidence.
• The Reporting Person believes the securities represent an attractive investment opportunity.
• As a director, Mr. Jiang participates in the Board's oversight and decision-making regarding the Issuer's business, operations, and strategic direction.

Risks

• Future actions regarding the investment may depend on various factors including the Issuer's business, financial condition, results of operations, and prospects.
• The market for the Issuer's securities, general economic and industry conditions, and the availability of capital could influence future investment decisions.
• Other investment opportunities may also impact the Reporting Person's decisions regarding his stake in Nexttrip, Inc.

Future Outlook

The Reporting Person intends to continuously review his investment and may, in the future, purchase additional securities, sell some or all of his securities, or engage in hedging transactions based on various market and company-specific factors. He will also participate in the Board's oversight and strategic direction.

Management Comments

• "The Reporting Person believes that the securities represent an attractive investment opportunity."
• "The Reporting Person participates in the Board's oversight and decision-making regarding the Issuer's business, operations, and strategic direction."

Management Changes

Corporate Governance

Related Party Transactions

• Shares were received by David Jiang upon achievement of certain milestones pursuant to a share exchange agreement entered into by and among Nexttrip, Inc. and various other parties on October 13, 2023, which involved the exchange of all outstanding shares of NextTrip Holdings, Inc. for shares of Nexttrip, Inc. common stock.

Stakeholder Impact

• Shareholders may view the significant insider ownership by a director as a positive indicator of management's confidence in the company's future.
• The director's active participation in Board oversight could benefit overall corporate governance and strategic direction.

Next Steps

• David Jiang will continue to review his investment in Nexttrip, Inc. on an ongoing basis.
• He may consider purchasing additional shares, selling existing shares, or engaging in hedging transactions.
• He will continue to serve as a Director, participating in the Board's oversight and strategic decision-making.

Key Dates

Recommendation

The filing indicates a significant insider stake by a director, which can be a positive signal of confidence in the company's future. However, without further operational or financial details, a 'hold' recommendation is prudent, acknowledging the positive insider action while awaiting broader company performance data.

Keywords

Nexttrip Inc., David Jiang, Schedule 13D, beneficial ownership, common stock, director, insider ownership, share exchange agreement, investment