Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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NextTrip, Inc. (Name of Issuer) |
Common stock (Title of Class of Securities) |
826598609 (CUSIP Number) |
Donald Monaco 3900 Paseo Del Sol, Santa Fe, NM, 87507 954-526-9688 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/31/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 826598609 |
| 1 |
Name of reporting person
Donald Monaco | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,474,760.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
16.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common stock |
| (b) | Name of Issuer:
NextTrip, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
3900 Paseo Del Sol, Santa Fe,
NEW MEXICO
, 87507. |
| Item 2. | Identity and Background |
| (a) | Donald Monaco |
| (b) | 3900 Paseo Del Sol, Santa Fe, NM 87507 |
| (c) | Chairman of Board of Directors, Nexttrip, Inc. at 3900 Paseo Del Sol, Santa Fe, NM 87507 |
| (d) | N/A |
| (e) | N/A |
| (f) | US |
| Item 3. | Source and Amount of Funds or Other Consideration |
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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. | |
| Item 4. | Purpose of Transaction |
The Reporting Person acquired the securities reported herein for investment purposes in connection with the Reporting Person's service as a member of the Board of Directors of the Issuer. The Reporting Person believes that the securities represent an attractive investment opportunity. The Reporting Person intends to review his investment in the Issuer on a continuing basis and, depending upon various factors including, without limitation, the Issuer's business, financial condition, results of operations and prospects, the market for the Issuer's securities, general economic and industry conditions, the availability of capital, and other investment opportunities, the Reporting Person may in the future take such actions with respect to his investment in the Issuer as he deems appropriate including, without limitation, purchasing additional securities of the Issuer in the open market or in privately negotiated transactions, selling some or all of his securities in the open market or in privately negotiated transactions, or engaging in any hedging or similar transactions with respect to such securities. In connection with his service as a director, the Reporting Person participates in the Board's oversight and decision-making regarding the Issuer's business, operations, and strategic direction. The Reporting Person may, from time to time, engage in discussions with management, the Board, other shareholders, or other relevant parties concerning the business, operations, governance, management, strategy, or future plans of the Issuer. Except as set forth herein, the Reporting Person has no present plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 1,474,760 shares of common stock (16.9%) |
| (b) | 1,474,760 shares of common stock (16.9%) |
| (c) | None |
| (d) | Not applicable |
| (e) | Not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Except as described above, there are no contracts, arrangements, understandings or relationships between the Reporting Person and any other person with respect to the securities of the issuer. | |
| Item 7. | Material to be Filed as Exhibits. |
Not applicable. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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