SEC FORM 5

SEC FORM 5 SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Monaco Donald P

(Last)

(First)

(Middle)

3900 PASEO DEL SOL

(Street)

SANTA FE

87507

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NextTrip, Inc. [ NTRP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
02/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series L Nonvoting Convertible Preferred Stock	⁽¹⁾	12/31/2024		4A⁽²⁾	413,907		⁽¹⁾	⁽³⁾	Common Stock	413,907	$3.02⁽²⁾	745,032	I	By Donald P. Monaco Insurance Trust⁽⁴⁾
Series L Nonvoting Convertible Preferred Stock	⁽¹⁾	02/24/2025		4A⁽⁵⁾	331,125		⁽¹⁾	⁽³⁾	Common Stock	331,125	$3.02⁽⁵⁾	745,032	I	By Donald P. Monaco Insurance Trust⁽⁴⁾

Explanation of Responses:

1. Shares of Series L Nonvoting Convertible Preferred Stock ("Series L Preferred") shall not be convertible into shares of common stock unless and until stockholder approval of the conversion of the Series L Preferred into common stock ("Stockholder Approval") is obtained. Following receipt of Stockholder Approval, each share of Series L Preferred will automatically convert into one share of common stock, subject to certain limitations.

2. On December 31, 2024, the Issuer and the Reporting Person entered into a debt conversion agreement, pursuant to which $1.25 million in existing promissory notes owed to the Reporting Person for monies advanced to the Issuer were converted into 413,907 shares of Series L Preferred at a price of $3.02 per share. The debt conversion agreement and the conversion of the promissory notes into shares of Series L Preferred were approved in advance by the Issuer's board of directors.

3. The shares of Series L Preferred do not expire.

4. The shares of Series L Preferred are beneficially owned by the Donald P. Monaco Insurance Trust (the "Trust"). Mr. Monaco, is the trustee of the Trust. As such, Mr. Monaco is deemed to beneficially own the shares held by the Trust. Mr. Monaco disclaims beneficial ownership of all securities held the Trust in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he is the beneficial owner of, or has pecuniary interest in, any such excess shares for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

5. On February 24, 2025, the Issuer and the Reporting Person entered into a debt conversion agreement, pursuant to which $1.00 million in existing promissory notes owed to the Reporting Person for monies advanced to the Issuer were converted into 331,125 shares of Series L Preferred at a price of $3.02 per share. The debt conversion agreement and the conversion of the promissory notes into shares of Series L Preferred were approved in advance by the Issuer's board of directors.

	/s/ Donald P. Monaco	03/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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SEC Form 5 filed by Monaco Donald P