Form 8-K

8-K — NextTrip, Inc.

Accession: 0001493152-26-028538

Filed: 2026-06-15

Period: 2026-06-12

CIK: 0000788611

SIC: 4700 (TRANSPORTATION SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-99.1 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0000788611

2026-06-12

iso4217:USD

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): June 12, 2026 (June 10, 2026)

NextTrip,

Inc.

(Exact

name of Registrant as Specified in Its Charter)

Nevada

001-38015

27-1865814

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

3900

Paseo del Sol

Santa

Fe, New Mexico

87507

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

Telephone Number, Including Area Code: (505) 438-2576

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.001 per share

NTRP

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry into a Material Definitive Agreement

Stock

Purchase Agreement

June 10, 2026 (the “Effective Date”), NextTrip, Inc. (the “Company”) entered into a Stock Purchase Agreement

(the “Purchase Agreement”) with Yada Commerce Inc (“Yada”) and High Class Holdings LLC and Carbon Capital Corp,

the shareholders of Yada (collectively, the “Founding Shareholders”) pursuant to which, subject to the terms and conditions

set forth in the Purchase Agreement, the Company purchased from the Founding Shareholders 51% of the outstanding shares of Yada (the

“Yada Shares”).

The

aggregate consideration under the Purchase Agreement is 50,000 restricted shares of the Company (the “ Company Shares”).

The Company granted to the Founding Shareholders piggyback registration rights subject to cut backs required under Rule 415 and at the

request of investors, placement agents and underwriters. The Purchase Agreement contains customary representations and indeminifcation

provisions. The Purchase Agreement also contains provisions regarding the post-closing governance of Yada including a provision requiring

the parties to vote their shares of Yada to elect a five member board of directors, two of whom will be designated by the Founding Shareholers,

two of whom will be designated by the Company, with the fifth member to be appointed by the board of directors. The Purchase Agreement

also provides for a first right of refusal in favor of the Company regarding any future sale by the Founding Shareholders of their shares

in Yada.

Cooperation

and Earnout Agreement.

Concurrently

with the entering into of the Purchase Agreement, the Company entered into a Cooperation and Earnout Agreement (the “Earnout Agreement”)

with Yada regarding the post-closing operations of Yada, the role of the Company, and the compensation arrangement for the Founding Shareholders.

The Earnout Agreement has a three-year term from the Effective Date (the “Term”). Under the Earnout Agreement, the Parties

acknowledge that, nothwithstanding the Company’s controlling interest in Yada, the Founding Shareholders will retain full operational

control over Yada’s day-to-day business affairs, subject to the oversight of Yada’s board of directors, and the rights, duties

and obligations of Yada’s officers, directors and shareholders under Yada’s organizational documents and applicable law.

The Earnout Agreement grants to the Company certain roles including serving as Yada’s exclusive preferred travel provider, the

first right of refusal to match any bona fide third-party proposal with respect to travel service offered through Yada channels, the

processing by the Company of travel bookings generated through Yada channels, the exclusive right to offer travel gift cards through

Yada channels, and the exclusive booking rights for music artist promotional events. The Earnout Agreement also sets forth the sharing

of Net Profits between the Company and the Founding Shareholders from activities enumerated in the Earnout Agreement. The Earnout Agreement

further provides as inducement compensation for the Founding Shareholders the establishment of an earnout pool consisting of an aggregate

of 225,000 restricted shares of the Company’s common stock and warrants to purchase up to 225,000 common shares with a three-year

term at an exercise price of $2.75 to be awarded over the Term pursuant to the terms of the Earnout Agreement on the basis of one share

of Company common stock and one warrant for each $2.75 of the Company’s share of the aggregate net profits generated from the activities

described in the Earnout Agreement.

The

foregoing descriptions of the Purchase Agreement and the Earnout Agreement are not complete and are subject to and qualified in their

entirety by reference to the Purchase Agreement and Earnout Agreement, copies of which are filed as Exhibits 10.1 and 10.2 to this Current

report on Form 8-K and are incorporated by reference

Item

2.01 Completion of Acquisition or Disposition of Assets

The

purchase of the Yada Shares closed on June 10, 2026. The information included in Item 1.01 above is incorporated by reference into this

Item 2.01

Item

3.02 Unregistered Sales of Equity Securities.

The

information in Item 1.01 regarding the issuance of the Company Shares is hereby incorporated herein by reference.

The

Company Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state

securities laws, and were issued to the Founding Shareholders in a transaction exempt from registration under the Securities Act in reliance

upon the exemption from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder.

Accordingly, the Company Shares constitute “restricted securities” within the meaning of Rule 144 under the Act.

Item

7.01 Registration FD Disclosure

June 11, 2026, the Company issued a press release announcing the closing of the Purchase Agreement. The press release is furnished as

Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

Number

Description

10.1

Stock

Purchase Agreement

10.2

Cooperation and Earnout Agreement

99.1

Press Release

104

Cover

Page Interactive Data File (embedded within the inline XBRL Document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

NEXTTRIP,

INC.

Date:

June

12, 2026

By:

/s/

William Kerby

Name:

William

Kerby

Title:

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

EXHIBIT

10.1

STOCK

PURCHASE AGREEMENT

This

Stock Purchase Agreement (this “Agreement”) is made and entered into as of June 10, 2026 (the “Effective

Date”), by and among NEXTTRIP, INC., a Nevada corporation (“Buyer” or “NextTrip”),

YADA COMMERCE INC, a Florida corporation (the “Company”), and HIGH CLASS HOLDINGS LLC and CARBON

CAPITAL CORP the current shareholders of the Company (the “YADA Founding Shareholders”) listed on Schedule A (collectively,

the “Sellers”, and each, a “Seller”). Buyer, the Company, and Sellers are referred to herein individually

as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS,

Sellers own of record and beneficially one hundred percent (100%) of the issued and outstanding shares of the Company, as more particularly

set forth on Schedule A;

WHEREAS,

the Company operates a social commerce, influencer marketing, creator engagement, and TikTok Partner Agency business;

WHEREAS,

upon the terms and subject to the conditions set forth in this Agreement, Buyer desires to purchase from Sellers, and Sellers desire

to sell to Buyer, fifty-one percent (51%) of the issued and outstanding shares of the Company (the “Purchased Interests”);

WHEREAS,

the Parties desire to set forth the terms and conditions governing the purchase and sale of the Purchased Interests and certain related

matters.

NOW,

THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained herein, and for other good

and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE

DEFINITIONS

For

purposes of this Agreement, the following terms shall have the meanings set forth below:

“Affiliate”

means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control

with such Person.

“Ancillary

Agreements” means that certain Cooperation and Earnout Agreement between NextTrip and the Company.

“Board”

means the board of directors of NextTrip or, if applicable, the governing body of YADA Commerce Inc.

“Business

Day” means any day other than a Saturday, Sunday or legal holiday on which banking institutions in Nevada are authorized or

required to close.

“Change

of Control” means any merger, consolidation, recapitalization, sale of substantially all assets or similar transaction involving

NextTrip that results in a change of control of NextTrip.

“Closing”

means the closing of the transactions contemplated by this Agreement.

“Earnout

Period” means the thirty-six (36) month period commencing on the Closing.

“GAAP”

means United States generally accepted accounting principles, consistently applied.

“Net

Profits” means gross revenues actually received from the applicable activity, less direct costs, documented third-party expenses,

refunds, chargebacks, taxes collected from customers and remitted to governmental authorities, and commissions, agency fees or platform

fees directly attributable to such activity, in each case as determined in accordance with GAAP and consistently applied accounting principles.

“Person”

means any individual, corporation, limited liability company, partnership, trust, association, government authority or other entity.

“Purchase

Shares” means fifty thousand (50,000) fully vested restricted shares of NextTrip’s common stock, which shares shall carry

piggyback registration rights pursuant to any cutbacks required under Rule 415 or at the request of investors, placement agents, or underwriters.

“Term”

means the term of this Agreement as set forth in Article IX.

Capitalized

terms used but not otherwise defined herein shall have the meanings ascribed to such terms in this Agreement, unless the context otherwise

requires.

1.2

Purchase and Sale of Purchased Interests. Subject to the terms and conditions of this Agreement, at the Closing each Seller shall

sell, assign, transfer, convey, and deliver to Buyer, and Buyer shall purchase from such Seller, the portion of the Purchased Interests

opposite such Seller’s name on Schedule A, free and clear of all encumbrances other than restrictions arising under applicable

securities laws and the Company’s organizational documents.

1.3

Purchase Price. In consideration for the sale of the Purchased Interests, Buyer shall issue to Sellers at Closing the Purchase Shares,

allocated among Sellers as set forth on Schedule A. The Parties acknowledge that the Purchase Shares have not been registered under the

Securities Act of 1933, as amended, or any applicable state securities laws and are being issued in reliance on an exemption from registration.

1.4

Transfer Restrictions; Operating Agreement. The transfer of the Purchased Interests shall be subject to the Company’s bylaws,

“ByLaws”, and any Company consent requirements. To the extent required, Sellers and the Company shall obtain and deliver

to Buyer all approvals, waivers, and consents necessary to admit Buyer as the owner of the Purchased Interests with the rights contemplated

hereby.

1.5

No Assumption of Retained Liabilities. Except as expressly set forth in this Agreement or any Ancillary Agreement, Buyer does not

assume, and shall not be deemed to assume, any liabilities or obligations of any Seller in such Seller’s individual capacity. The

Company shall remain liable for its own liabilities and obligations after Closing, subject to the rights, obligations, and remedies of

the Parties under this Agreement.

ARTICLE

CLOSING;

CLOSING DELIVERIES

2.1

Closing. The Closing shall take place remotely by the exchange of documents and signatures (including via electronic transmission),

or at such other place as the Parties may mutually agree, on a date designated by Buyer and Sellers following satisfaction or waiver

of all conditions to Closing set forth herein; provided, however, that the Closing Date shall be no later than ninety (90) days

after the Effective Date unless otherwise agreed in writing by the Parties.

2.2

Deliveries by Sellers and the Company. At or prior to Closing, Sellers and the Company shall deliver to Buyer: (a) one or more assignments

of Company shares in form and substance reasonably acceptable to Buyer; (b) an updated capitalization schedule of the Company; (c) corporate

resolution waving the Company’s right of first refusal, and third-party consents, approvals, notices, and waivers required in connection

with the transactions contemplated hereby; (d) copies of the Company’s organizational documents and minute books, stock ledger,

and other material books and records reasonably requested by Buyer; (e) a certificate executed by an authorized representative of the

Company certifying the accuracy of specified representations and warranties as of the Closing Date; and (g) such tax forms and other

customary closing deliveries as Buyer may reasonably request.

2.3

Deliveries by Buyer. At or prior to Closing, Buyer shall deliver to Sellers: (a) evidence of authorization for issuance of the Purchase

Shares; (b) issuance instructions, book-entry statements, or other evidence of issuance for the Purchase Shares; (c) a certificate executed

by an authorized officer of Buyer certifying the accuracy of specified representations and warranties as of the Closing Date; (d) the

other agreements, certificates, and instruments expressly required to be delivered by Buyer under this Agreement; and (e) a representation

by Buyer with respect to the registration of the Buyers shares issued to Seller.

2.4

Further Assurances at Closing. At and after Closing, each Party shall execute and deliver such additional documents and instruments

and take such further actions as may be reasonably necessary to carry out the intent and purposes of this Agreement and to vest in Buyer

good and valid title to the Purchased Interests.

ARTICLE

III

REPRESENTATIONS

AND WARRANTIES OF SELLERS

Except

as set forth on Schedule B, each Seller, jointly and severally, and the Company, to the extent applicable, hereby represent and warrant

to Buyer, as of the Effective Date and as of the Closing Date, as follows:

3.1

Organization; Good Standing. The Company is duly formed, validly existing, and in good standing under the laws of its jurisdiction

of formation and has all requisite limited liability company power and authority to own, lease, and operate its properties and to carry

on its business as presently conducted.

3.2

Authority; Enforceability. Each Seller has full power, right, and authority to execute and deliver this Agreement and each Ancillary

Agreement to which such Seller is a party and to perform such Seller’s obligations hereunder and thereunder. This Agreement has

been duly executed and delivered by each Seller and, assuming due authorization, execution, and delivery by the other Parties, constitutes

a valid and binding obligation of such Seller enforceable against such Seller in accordance with its terms, subject to applicable bankruptcy,

insolvency, reorganization, moratorium, and similar laws affecting creditors’ rights generally and to general principles of equity.

3.3

Title to Interests; Capitalization. Sellers collectively own beneficially and of record one hundred percent (100%) of the issued

and outstanding shares of the Company, free and clear of all encumbrances, and no Person has any option, warrant, conversion right, subscription

right, preemptive right, or other right to acquire any shares in the Company except as set forth on Schedule A. Schedule A accurately

and completely sets forth the capitalization of the Company and each Seller’s ownership percentage immediately prior to Closing.

Company

shall have the right to issue shares to additional shareholders as determined by Sellers, within 90 days of closing, subject to Sellers

sole discretion. In the event Seller directs the issuances of such shares, Company shall issue sufficient shares to buyer to retain Buyer’s

51% ownership of Company’s issued and outstanding shares.

3.4

No Conflict; Consents. The execution, delivery, and performance of this Agreement by Sellers and the Company do not and will not:

(a) violate any organizational document of the Company; (b) conflict with or result in a breach of any material contract to which the

Company or any Seller is a party; (c) require any consent, approval, notice, filing, or authorization of any governmental authority or

other Person, except those that have been obtained or will be obtained on or before Closing; or (d) result in the creation of any encumbrance

on the Purchased Interests.

3.5

Financial Information; Absence of Certain Changes. All financial information provided by or on behalf of the Company to Buyer are,

in all material respects, accurate, subject, in the case of interim statements, to normal year-end adjustments and the absence of notes.

Since the date of the most recent financial information provided to Buyer, except as disclosed on Schedule B, there has not been any

material adverse change in the business, assets, liabilities, operations, results of operations, or condition (financial or otherwise)

of the Company.

3.6

Compliance with Laws; Litigation. The Company is, and for the past three (3) years has been, in material compliance with all applicable

laws, rules, regulations, permits, and orders relating to the conduct of its business. There is no action, suit, audit, arbitration,

claim, investigation, or proceeding pending or, to any Seller’s knowledge, threatened against the Company, the Purchased Interests,

or any Seller that would reasonably be expected to impair the ability of the Parties to consummate the transactions contemplated hereby

or otherwise be material to the Company.

3.7

Taxes. The Company has timely filed all material tax returns required to be filed by it and has timely paid all material taxes shown

as due thereon, except to the extent being contested in good faith and adequately reserved for. There are no material tax liens on any

of the Company’s assets other than liens for current taxes not yet due and payable.

3.8

Intellectual Property; Data and Platform Rights. The Company owns or has valid rights to use all material intellectual property,

software, data, social media accounts, platform credentials, trade names, trademarks, service marks, content, and other proprietary rights

used in or necessary for the conduct of its business as presently conducted. To Sellers’ knowledge, the conduct of the Company’s

business does not materially infringe, misappropriate, or otherwise violate any third-party intellectual property rights.

3.9

Material Contracts; Undisclosed Liabilities. The Company has made available to Buyer true and complete copies of all material contracts

reasonably requested by Buyer. Except as set forth on Schedule B and for liabilities incurred in the ordinary course of business consistent

with past practice, the Company has no material liabilities or obligations of any nature, whether accrued, absolute, contingent, or otherwise.

3.10

Brokers. No broker, finder, investment banker, or other Person is entitled to any brokerage fee, finder’s fee, or commission

in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of any Seller or the

Company.

3.11

Events. The YADA Founding Shareholders hereby represent that provided the YADA Founding Shareholders maintain their shareholder interests,

and any extension agreed to in writing, such YADA Founding Shareholders shall conduct all event business opportunities (“Events”)

that become available to the YADA Founding Shareholders within the Company.

the event that any Event opportunity requires a capital commitment, NextTrip shall have a right of first refusal (“ROFR”).

the event that such ROFR is offered, NextTrip agrees to commit or waive the ROFR within forty-eight (48) hours, acknowledging that the

timeframe may be on short notice due to the nature of the Event.

ARTICLE

REPRESENTATIONS

AND WARRANTIES OF BUYER

Buyer

hereby represents and warrants to Sellers and the Company, as of the Effective Date and as of the Closing Date, as follows:

4.1

Organization; Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the

State of Nevada and has all requisite corporate power and authority to execute, deliver, and perform this Agreement and each Ancillary

Agreement to which it is a party.

4.2

Authority; Enforceability. The execution, delivery, and performance by Buyer of this Agreement and the consummation of the transactions

contemplated hereby have been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered

by Buyer and, assuming due authorization, execution, and delivery by the other Parties, constitutes a valid and binding obligation of

Buyer enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium,

and similar laws affecting creditors’ rights generally and to general principles of equity.

4.3

No Conflict; Issuance of Purchase Shares. The execution, delivery, and performance of this Agreement by Buyer do not and will not

conflict with Buyer’s organizational documents or any material contract binding on Buyer, except for conflicts that would not reasonably

be expected to prevent or materially delay Buyer’s consummation of the transactions contemplated hereby. The Purchase Shares, when

issued in accordance with this Agreement, will be duly authorized, validly issued, fully paid, and non-assessable.

4.4

SEC Reporting; Brokers. Buyer is and shall remain responsible for its own compliance in all material respects with applicable securities

laws and reporting obligations, to the extent applicable. No broker, finder, investment banker, or other Person is entitled to any brokerage

fee, finder’s fee, or commission in connection with the transactions contemplated by this Agreement based upon arrangements made

by or on behalf of Buyer.

ARTICLE

COVENANTS

5.1

Conduct of Business Prior to Closing. During the period from the Effective Date until the Closing or earlier termination of this

Agreement, except as otherwise expressly contemplated by this Agreement or consented to in writing by Buyer, Sellers shall cause the

Company to conduct its business in the ordinary course consistent with past practice and to preserve in all material respects the goodwill

of the business, relationships with clients, creators, influencers, vendors, and personnel, and the value of its material assets and

rights.

5.2

Access; Due Diligence Cooperation. Prior to Closing, Sellers and the Company shall afford Buyer and its representatives reasonable

access during normal business hours, upon reasonable notice, to the Company’s books, records, contracts, personnel, and other information

reasonably requested by Buyer for purposes of completing due diligence, obtaining required approvals, and preparing for Closing.

5.3

Platform and Regulatory Compliance. The Parties acknowledge that certain social media platform relationships, including TikTok Partner

Agency status, platform credentials, agency identifiers, or related rights, may be subject to restrictions on assignment, delegation,

transfer, or change of control. No Party shall be required to violate any platform policy, contract, permit, or applicable law. If any

such restriction would prohibit direct transfer or continuation of any such right following Closing, the Parties shall cooperate in good

faith to implement an alternative structure, consent process, or operational arrangement intended to provide Buyer substantially equivalent

economic and governance benefits without violating applicable requirements.

5.4

Confidentiality; Public Announcements. Each Party shall keep confidential all non-public information received from another Party

in connection with this Agreement and the transactions contemplated hereby, except as disclosure may be required by law, applicable securities

rules, or stock exchange requirements, or as reasonably necessary to enforce rights under this Agreement. No Party shall issue any public

announcement regarding this Agreement without prior consultation with the other Parties, except as required by applicable law.

5.5

Post-Closing Governance; Ancillary Agreements. Immediately following Closing, the applicable Parties shall enter into a governance

document for the Company consistent with the provisions herein reflecting Buyer’s ownership and governance rights following the

Closing.

5.6

Further Assurances. Following the Closing, each Party shall, from time to time and without additional consideration, execute and

deliver such additional documents and take such additional actions as the other Parties may reasonably request to consummate the transactions

contemplated hereby and to evidence or effectuate the transfer of the Purchased Interests and the related governance arrangements.

5.7

Operational Control of the Company.

(a)

The Parties acknowledge and agree that, notwithstanding Buyer’s acquisition of a majority of the Purchased Interests, the Company

shall retain full operational control of its day-to-day business, including creator recruitment and management, agency operations, employment

matters, vendor relationships, and execution of the Company’s business plan, in each case subject to the oversight of the Company’s

Board and the rights, duties, and obligations of the Company’s officers, directors, and shareholders under the Company’s

bylaws and other organizational documents and applicable law.

(b)

Each Party agrees that the Shares owned by such Party shall be voted by such Party so that at each meeting of shareholders or pursuant

to consent two individuals designated by Buyer, two individuals designated by the Sellers and one individual appointed by the board of

directors (the “Board’) shall be elected to serve on the Board. Each Party also agrees to vote such Party’s shares

as shall be necessary to ensure that no director elected as provided herein may be removed from office unless such removal is approved

by the Party entitled to designate such director and that any vacancies created by the resignation, removal or death of a director elected

as provided herein shall be filled by the Party who designated such director. The provisions of this subparagraph shall apply as long

as the YADA Founding Shareholders collectively own at least 40% of the Company’s outstanding shares or three years from the Closing,

whichever occurs first.

(c)

In the event any YADA Founding Shareholder desires to sell such Party’s shares, such YADA Founding Shareholder herby grants to

Buyer the first right of refusal to purchase such shares. The Parties agree to use their respective best efforts to execute an agreement

detailing the provisions of this subsection as soon as practicable following the Closing.

ARTICLE

CONDITIONS

TO CLOSING

6.1

Conditions to Each Party’s Obligations. The obligations of each Party to consummate the Closing are subject to satisfaction

or waiver of the following conditions: (a) no law, injunction, or order shall prohibit the consummation of the transactions contemplated

hereby; and (b) all material required consents, approvals, and waivers identified by the Parties as necessary to the Closing shall have

been obtained or duly waived.

6.2

Conditions to Buyer’s Obligations. The obligations of Buyer to consummate the Closing are subject to the satisfaction or waiver

by Buyer of the following conditions: (a) Buyer shall have completed its due diligence review to its satisfaction in its reasonable discretion;

(b) the representations and warranties of Sellers and the Company shall be true and correct in all material respects as of the Closing

Date (subject to customary materiality qualifiers); (c) Sellers and the Company shall have performed in all material respects their obligations

required to be performed at or prior to Closing; (d) there shall have been no material adverse change with respect to the Company since

the Effective Date; and (e) Buyer shall have received the deliveries required under Section 2.2.

6.3

Conditions to Sellers’ Obligations. The obligations of Sellers to consummate the Closing are subject to the satisfaction or

waiver by Sellers of the following conditions: (a) the representations and warranties of Buyer shall be true and correct in all material

respects as of the Closing Date (subject to customary materiality qualifiers); (b) Buyer shall have performed in all material respects

its obligations required to be performed at or prior to Closing; and (c) Sellers shall have received the deliveries required under Section

2.3.

ARTICLE

VII

INDEMNIFICATION

7.1

Survival. The representations, warranties, covenants, and agreements of the Parties contained in this Agreement shall survive the

Closing for twenty-four (24) months following the Closing Date; provided, however, that claims based on fraud, intentional misconduct,

fundamental matters such as title to the Purchased Interests, capitalization, authority, and taxes shall survive until the expiration

of the applicable statute of limitations (plus any extensions).

7.2

Indemnification by Sellers. Subject to the terms and limitations of this Agreement, Sellers shall jointly and severally indemnify,

defend, and hold harmless Buyer, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns

from and against any and all losses, damages, liabilities, deficiencies, judgments, interest, awards, penalties, fines, costs, and expenses

(including reasonable attorneys’ fees) arising out of or resulting from: (a) any breach of any representation or warranty made

by Sellers or the Company in this Agreement or any Ancillary Agreement; (b) any breach of any covenant or agreement of Sellers or the

Company; (c) any pre-Closing taxes of the Company; (d) any undisclosed liabilities of the Company existing as of Closing except as expressly

disclosed on Schedule B; and (e) fraud or intentional misconduct by any Seller or the Company.

7.3

Indemnification by Buyer. Subject to the terms and limitations of this Agreement, Buyer shall indemnify, defend, and hold harmless

Sellers and their respective affiliates, officers, directors, employees, agents, successors, and assigns from and against any and all

losses, damages, liabilities, deficiencies, judgments, interest, awards, penalties, fines, costs, and expenses (including reasonable

attorneys’ fees) arising out of or resulting from: (a) any breach of any representation or warranty made by Buyer in this Agreement

or any Ancillary Agreement; (b) any breach of any covenant or agreement of Buyer; and (c) fraud or intentional misconduct by Buyer.

7.4

Procedures; Exclusive Monetary Remedy. The indemnified Party shall provide prompt written notice of any indemnifiable claim, provided

that failure to give prompt notice shall not relieve the indemnifying Party except to the extent materially prejudiced thereby. The indemnifying

Party shall have the right to assume the defense of any third-party claim with counsel reasonably acceptable to the indemnified Party.

Except in the case of fraud, intentional misconduct, requests for injunctive or equitable relief, or claims under Section 5.6,

indemnification under this Article VII shall be the sole and exclusive monetary remedy of the Parties for breaches of this Agreement

following Closing.

ARTICLE

VIII

TAX

MATTERS

8.1

Tax Treatment. The Parties intend that the transactions contemplated by this Agreement shall be treated for applicable tax purposes

in a manner consistent with the sale and purchase of Company’s common stock, unless otherwise required by applicable law. The Parties

shall cooperate in good faith with respect to all tax reporting relating to the transactions contemplated by this Agreement.

8.2

Transfer Taxes; Cooperation. Any transfer, documentary, sales, use, stamp, registration, or similar taxes arising from the transactions

contemplated by this Agreement shall be borne equally by Buyer, on the one hand, and Sellers, on the other hand, unless otherwise required

by law. The Parties shall reasonably cooperate in the preparation, execution, and filing of any tax returns, forms, or elections relating

to such taxes.

ARTICLE

TERMINATION

9.1

Termination. This Agreement may be terminated at any time prior to Closing: (a) by mutual written agreement of Buyer and Sellers;

(b) by Buyer or Sellers if the Closing has not occurred on or before the date that is ninety (90) days after the Effective Date, unless

the failure to close is primarily caused by the terminating Party’s breach; or (c) by a non-breaching Party if another Party materially

breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice thereof.

9.2

Effect of Termination. Upon termination of this Agreement, this Agreement shall become void and of no further force and effect, except

for provisions that by their nature are intended to survive termination, including confidentiality, expenses, governing law, dispute

resolution, and this Section 9.2; provided, however, that no termination shall relieve any Party from liability for fraud or any willful

breach of this Agreement prior to such termination.

ARTICLE

MISCELLANEOUS

10.1

Governing Law. This Agreement and all disputes arising out of or relating to this Agreement shall be governed by and construed in

accordance with the laws of the State of Nevada, without regard to conflicts of law principles.

10.2

Dispute Resolution; Specific Performance. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration

in Nevada, unless otherwise agreed in writing by the Parties. Notwithstanding the foregoing, each Party acknowledges that a breach of

this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy and that the non-breaching Party shall

be entitled to seek specific performance, injunctive relief, or other equitable relief, in addition to any other remedies available at

law or in equity.

10.3

Expenses. Except as otherwise expressly provided herein, each Party shall bear its own fees and expenses, including legal, accounting,

advisory, and consulting fees, incurred in connection with the negotiation, execution, and performance of this Agreement and the consummation

of the transactions contemplated hereby.

10.4

Notices. All notices, requests, claims, demands, waivers, and other communications under this Agreement shall be in writing and shall

be deemed given when delivered personally, sent by nationally recognized overnight courier, or transmitted by electronic mail (with confirmation

of transmission), in each case to the addresses or email addresses designated by the applicable Party, or to such other address as a

Party may designate by notice to the other Parties.

10.5

Entire Agreement; Amendment; Waiver. This Agreement, together with all Schedules, Exhibits, and Ancillary Agreements contemplated

hereby, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous

negotiations, understandings, and agreements relating thereto. No amendment of this Agreement shall be effective unless in writing and

signed by Buyer and Sellers. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument

signed by the Party against whom the waiver is to be enforced.

10.6

Assignment; Successors and Assigns. No Party may assign this Agreement or any of its rights or obligations hereunder without the

prior written consent of the other Parties, except that Buyer may assign its rights under this Agreement to an affiliate so long as Buyer

remains liable for the performance of its obligations. This Agreement shall be binding upon and inure to the benefit of the Parties and

their respective heirs, personal representatives, successors, and permitted assigns.

10.7

Severability; Interpretation; Counterparts. If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining

provisions shall remain in full force and effect to the fullest extent permitted by law. The headings in this Agreement are for reference

only and shall not affect interpretation. This Agreement may be executed in counterparts, each of which shall be deemed an original,

and all of which together shall constitute one and the same instrument. Signatures delivered electronically shall be deemed effective

as originals.

WITNESS WHEREOF, the Parties have executed this Stock Purchase Agreement as of the Effective Date.

NEXTTRIP,

INC.

YADA

COMMERCE INC

By:

Name:

Bill

Kerby

Name:

Chad

Doher

Title:

Chief

Executive Officer

Title:

CEO

YADA

FOUNDING SHAREHOLDERS

High

Class Holdings LLC:

Carbon

Capital Corp

By:

Chad

Doher, Managing Member

By:

David

Appell, President

SCHEDULES

AND EXHIBITS

Schedule

A. Sellers, Ownership Percentages, and Purchased Interests

Carbon

Capital Corp

● Pre-closing

shares beneficially owned: 1,000 shares

● Post-closing

shares beneficially owned: 490 shares

● Pre-closing

ownership percentage: 50%

● Post-closing

ownership percentage: 24.5%

High

Class Holdings LLC

● Pre-closing

shares beneficially owned: 1,000 shares

● Post-closing

shares beneficially owned: 490 shares

● Pre-closing

ownership percentage: 50%

● Post-closing

ownership percentage: 24.5%

YADA

Founding Shareholder Shares Sold to Buyer

● Purchased

Interests: 1,020 shares

● Buyer’s

post-closing ownership percentage: 51%

Schedule

B. Exceptions to Representations and Warranties; Undisclosed Liabilities

None

Schedule

C. Board Resolutions

The

Company’s Board of Directors shall pass resolutions authorizing the sale of 1,020 shares to Buyer from YADA Founding Shareholders

and appointing William Kerby, Donald Monaco, and an independent director acceptable to Mr. Kerby and Mr. Monaco to the Company’s

Board of Directors.

EX-10.2

Filename: ex10-2.htm · Sequence: 3

EXHIBIT 10.2

COOPERATION

AND EARNOUT AGREEMENT

This

Cooperation and Earnout Agreement (this “Agreement”) is made and entered into as of June 10, 2026 (the “Effective

Date”), by and between NEXTTRIP, INC., a Nevada corporation (“NextTrip”), and YADA COMMERCE INC,

a Florida corporation (“YADA”). NextTrip and YADA are referred to herein individually as a “Party”

and collectively as the “Parties.”

RECITALS

WHEREAS,

pursuant to that certain Stock Purchase Agreement by and among the applicable parties thereto (the “Purchase Agreement”),

NextTrip has acquired a controlling ownership interest in YADA;

WHEREAS,

in connection with the transactions contemplated by the Purchase Agreement, the Parties desire to establish a long-term strategic commercial

relationship involving social commerce, creator engagement, travel commerce, media monetization, music artist promotional events, sponsorships,

loyalty programs and related activities;

WHEREAS,

the Parties further desire to establish an earnout and incentive framework intended to align incentives, reward successful growth of

the business and document certain related rights and obligations of the Parties following the closing under the Purchase Agreement; and

NOW,

THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, and for other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE

DEFINITIONS

For

purposes of this Agreement, the following terms shall have the meanings set forth below:

“Affiliate”

means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control

with such Person.

“Board”

means the board of directors of NextTrip or, if applicable, the governing body of YADA.

“Business

Day” means any day other than a Saturday, Sunday or legal holiday on which banking institutions in Nevada are authorized or

required to close.

“Change

of Control” means any merger, consolidation, recapitalization, sale of substantially all assets or similar transaction involving

NextTrip that results in a change of control of NextTrip.

“Closing”

means the closing of the transactions contemplated by the Purchase Agreement.

“Earnout

Period” means the thirty-six (36) month period commencing on the Closing.

“GAAP”

means United States generally accepted accounting principles, consistently applied.

“Net

Profits” means gross revenues actually received from the applicable activity, less direct costs, documented third-party expenses,

refunds, chargebacks, taxes collected from customers and remitted to governmental authorities, and commissions, agency fees or platform

fees directly attributable to such activity, in each case as determined in accordance with GAAP and consistently applied accounting principles.

“Person”

means any individual, corporation, limited liability company, partnership, trust, association, government authority or other entity.

“Term”

means the term of this Agreement as set forth in Article 18.

“YADA

Founding Shareholders” means the YADA Founding Shareholders that are parties to the Purchase Agreement.

Capitalized

terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement, unless the context

otherwise requires.

ARTICLE

PURPOSE

The

purpose of this Agreement is to set forth the terms and conditions governing the Parties’ commercial cooperation and related earnout

arrangements in connection with travel products, creator commerce, media, sponsorship, promotional events and such other opportunities

as the Parties may approve in writing.

Operational

Independence of YADA. The Parties acknowledge that, notwithstanding NextTrip’s controlling equity interest in YADA, YADA Founding

Shareholders shall retain full operational control over its day-to-day business affairs, including creator recruitment and management,

agency operations, employment matters, vendor relationships, and execution of the Company’s business plan, in each case subject

to the oversight of YADA’s Board and the rights, duties, and obligations of YADA’s officers, directors, and shareholders

under YADA’s organizational documents and applicable law.

ARTICLE

PREFERRED

SUPPLIER TRAVEL RELATIONSHIP

3.1

Preferred Travel Provider. During the Term, NextTrip shall serve as YADA’s preferred travel provider for YADA-sponsored campaigns

and shall have a right of first refusal to match any bona fide third-party proposal with respect to travel services offered through YADA

channels.

3.2

Covered Services. This preferred provider relationship applies to hotels, resorts, cruises, air travel, tours, destination experiences,

group travel, event travel, concierge services and other mutually approved travel products.

3.3

Booking and Supplier Routing. Travel bookings generated through YADA channels shall be processed through NextTrip platforms, and

travel suppliers introduced through YADA activities shall be directed to NextTrip whenever commercially reasonable.

3.4

Travel Commission Ownership. All travel commissions, booking fees, markups, overrides, incentives and supplier commissions arising

from travel bookings under this Agreement shall belong exclusively to NextTrip.

ARTICLE

TRAVEL

GIFT CARD PROGRAMS

4.1

Gift Card Rights. NextTrip shall have the exclusive right to offer travel gift cards through YADA channels, subject to campaign terms

and operating procedures approved by the Parties.

4.2

Revenue Sharing. Unless otherwise agreed by the Parties in writing, Net Profits generated from travel gift card sales shall be allocated

fifty percent (50%) to NextTrip and fifty percent (50%) to YADA Founding Shareholders.

4.3

Program Terms. Consumer terms, redemption mechanics, reserves and marketing guidelines for any travel gift card program shall be

documented in writing before launch.

ARTICLE

TRAVEL

CLUB AND MEMBERSHIP PROGRAMS

5.1

Membership Products. NextTrip may offer travel club, subscription and membership products through YADA channels, subject to launch

terms approved by the Parties.

5.2

Revenue Sharing. Unless otherwise agreed by the Parties in writing, Net Profits from travel club and membership programs offered

pursuant to this Article 5 shall be allocated fifty percent (50%) to NextTrip and fifty percent (50%) to YADA Founding Shareholders.

5.3

Program Terms. Pricing, offer terms, fulfillment procedures and required disclosures for any membership program shall be documented

in writing before launch.

ARTICLE

MUSIC

ARTIST PROMOTIONAL EVENTS

6.1

Event Cooperation. The Parties shall cooperate in connection with music artist promotional events, fan experiences, travel packages,

influencer campaigns and related opportunities approved by the Parties.

6.2

Revenue Allocation. Unless otherwise agreed in writing, Net Profits from music artist promotional events, including related sponsorship,

merchandise, ticketing, VIP and digital content revenue, shall be allocated fifty percent (50%) to NextTrip and fifty percent (50%) to

YADA Founding Shareholders.

6.3

Travel Bookings. All travel generated through music artist promotional events shall be booked through NextTrip, and all related travel

commissions shall remain exclusively owned by NextTrip.

ARTICLE

MEDIA

COLLABORATION

7.1

Media Collaboration. The Parties may collaborate on media, streaming, branded content and related campaigns as approved by the Parties.

Ownership and exploitation rights with respect to any jointly developed content shall be governed by separate written terms.

ARTICLE

SPONSORSHIP

AND ADVERTISING

8.1

Sponsorship Sales. The Parties may jointly pursue sponsorship opportunities consistent with commercial plans approved by the Parties.

8.2

Sponsorship Revenue Allocation. Unless otherwise agreed by the Parties in writing, Net Profits from sponsorship opportunities shall

be allocated fifty percent (50%) to NextTrip and fifty percent (50%) to YADA Founding Shareholders.

8.3

Advertising Sales. Unless otherwise agreed by the Parties in writing and after deduction of commissions and agency fees directly

attributable thereto, Net Profits from advertising sold through YADA shall be allocated fifty percent (50%) to NextTrip and fifty percent

(50%) to YADA Founding Shareholders.

ARTICLE

CREATOR

COMMERCE

9.1

Creator Commerce. YADA shall assist in recruiting and managing creators for creator commerce initiatives approved by the Parties,

including travel campaigns, branded content, affiliate sales, storefronts and social commerce programs.

9.2

Approval Rights. Campaigns involving material spend, guaranteed compensation, minimum revenue commitments, licensing obligations

or other material third-party obligations require prior written approval from the Party responsible for funding or performing such obligation.

ARTICLE

PAYMENTS,

STATEMENTS AND REMITTANCES

10.1

Statements and Remittances. Within forty-five (45) days after the end of each fiscal quarter, the Party receiving gross revenues

from any activity subject to revenue sharing under this Agreement shall deliver to the other Party a written statement showing, in reasonable

detail, gross revenues, applicable deductions, Net Profits and the resulting amount payable to the other Party for such quarter.

10.2

Payment Timing. Any undisputed amount shown as payable on a quarterly statement shall be paid within fifteen (15) days after delivery

of such statement. Disputed amounts shall be paid, if at all, within fifteen (15) days after final resolution of the applicable dispute.

10.3

Taxes; Offsets. Each Party shall be responsible for its own income and similar taxes arising from amounts paid or received under

this Agreement. No Party may offset amounts owed under this Agreement except with respect to amounts finally determined to be owed by

the other Party under this Agreement.

10.4

Post-Termination Collections. Amounts received after termination of this Agreement that are attributable to activities conducted

during the Term shall remain subject to the applicable economic provisions of this Agreement.

10.5

Allocation of YADA Share to YADA Founding Shareholders. The Parties acknowledge that the commercial intent of the revenue sharing

provisions of this Agreement, taken together with NextTrip’s controlling equity interest in YADA, is to provide the YADA Founding

Shareholders with an economic share of the activities covered by this Agreement approximately equal to the percentage otherwise allocated

to YADA under Articles 4, 5, 6, and 8. To give effect to such intent, YADA shall enter into separate written service or employment agreements

with the YADA Founding Shareholders providing for compensation that, in the aggregate, approximates the portion of Net Profits payable

to YADA Founding Shareholders under this Agreement. Compensation paid pursuant to such agreements shall be reflected as operating expense

on YADA’s financial statements and shall be deductible by YADA in the computation of its net income. For avoidance of doubt, the

50% share of Net Profits otherwise allocated to YADA pursuant to Articles 4 ,5 ,6 and 8 shall be paid to the YADA Founding Shareholders

on an equal basis as long as such parties are providing services to YADA.

ARTICLE

EARNOUT

INCENTIVE PROGRAM

11.1

Earnout Pool. Subject to the terms of this Agreement, NextTrip shall reserve for potential issuance under the earnout program an

aggregate of (a) 225,000 shares of restricted common stock and (b) 225,000 common share purchase warrants (collectively, the “Earnout

Pool”).

11.2

Issuance Conditions. Subject to Article 13 and Schedule A, any award that is earned in accordance with this Agreement and the applicable

award documentation shall be issued by NextTrip within thirty (30) days after the applicable quarterly determination becomes final; provided,

however, that any such issuance shall remain subject to applicable law, stock exchange rules, Board approval to the extent required,

the availability of duly authorized shares, and the recipient’s execution of customary award documentation reasonably required

by NextTrip.

11.3

Warrant Terms. The warrants issued, if any, pursuant to the Earnout Pool shall have an exercise price of $2.75 per share, a term

of thirty-six (36) months, permit cashless exercise and include customary anti-dilution provisions, in each case subject to the definitive

warrant documentation approved by NextTrip.

11.4

Earnout Period. The Earnout Period shall be the three (3) year period commencing on the Closing.

ARTICLE

PROFIT

PARTICIPATION BONUS

12.1

Incentive Eligibility. NextTrip may issue awards from the Earnout Pool to YADA Founding Shareholders approved by NextTrip in writing

based on attributable profit participation generated through the activities described in this Agreement and Schedule A, in each case

subject to separate award documentation approved by NextTrip.

ARTICLE

QUARTERLY

CALCULATIONS AND REPORTING

13.1

Determination. Earnout calculations shall occur quarterly during the Earnout Period.

13.2

Calculation Standard. Quarterly earnout calculations shall be prepared in accordance with GAAP and NextTrip’s accounting policies

and procedures, consistently applied throughout the Earnout Period. In the event of any inconsistency between GAAP and such policies

and procedures, GAAP shall control.

13.3

Quarterly Statement. Within forty-five (45) days after the end of each fiscal quarter, NextTrip shall prepare and deliver to YADA

a written statement setting forth, in reasonable detail, the calculation of attributable profits and any awards earned for such quarter,

together with supporting financial information reasonably sufficient to permit review of the calculation.

13.4

Review Rights. Upon YADA’s reasonable written request and during normal business hours, NextTrip shall make available for inspection

reasonable supporting books and records directly relating to the quarterly statement, subject to customary confidentiality restrictions

and provided that such review shall not unreasonably interfere with NextTrip’s business operations.

13.5

Objection Notice; Accounting Firm Resolution. If YADA disputes any quarterly statement, YADA shall deliver written notice to NextTrip

within thirty (30) days after receipt of such statement, setting forth in reasonable detail the basis for such dispute. If YADA fails

to deliver such notice within such thirty (30)-day period, the quarterly statement shall become final and binding absent manifest error.

The Parties shall use commercially reasonable efforts to resolve any timely disputed items within thirty (30) days after delivery of

the objection notice. Any disputed items that remain unresolved after such thirty (30)-day period shall be submitted promptly to an independent

nationally recognized accounting firm mutually acceptable to the Parties, which shall act as an expert and not as an arbitrator. The

accounting firm shall determine only those items in dispute and shall do so based solely on the definitions and accounting principles

set forth in this Agreement. The accounting firm’s determination shall be final and binding on the Parties absent manifest error.

The fees and expenses of the accounting firm shall be borne equally by the Parties, unless the accounting firm determines that one Party’s

position was not asserted in good faith, in which case the accounting firm may allocate such fees and expenses otherwise.

13.6

Award Disputes. Any dispute regarding the issuance, vesting, forfeiture or calculation of awards for YADA Founding Shareholders shall

be governed by the applicable award documentation and, to the extent applicable, this Agreement. Nothing in this Section 13.6 confers

upon any YADA Founding Shareholder the status of a party to this Agreement.

ARTICLE

NON-SOLICITATION

14.1

Restricted Solicitation. During the Term and for two (2) years thereafter, no Party shall knowingly solicit for employment, engagement

or business relationship any employees, creators, artists or strategic partners introduced through this Agreement; provided that general

solicitations not specifically targeted at such persons shall not violate this Section 14.1.

ARTICLE

NON-CIRCUMVENTION

15.1

Non-Circumvention. During the Term and for two (2) years thereafter, no Party shall knowingly circumvent any opportunity or relationship

introduced by another Party in connection with this Agreement in a manner intended to deprive the introducing Party of the benefits contemplated

hereby.

ARTICLE

CONFIDENTIALITY

16.1

Confidentiality. Each Party shall keep confidential all non-public business, financial, technical and commercial information disclosed

by another Party in connection with this Agreement, except as required by law or reasonably necessary to perform this Agreement.

16.2

Survival. The obligations set forth in this Article 16 shall survive for a period of three (3) years following termination of this

Agreement; provided, however, that trade secrets shall remain protected for so long as they continue to constitute trade secrets under

applicable law.

ARTICLE

REPRESENTATIONS,

WARRANTIES AND COVENANTS

17.1

Mutual Representations. Each Party represents that it has full power and authority to execute, deliver and perform this Agreement

and that this Agreement constitutes its valid and binding obligation, subject to applicable bankruptcy, insolvency and similar laws and

general principles of equity.

17.2

Compliance; IP. Each Party shall comply in all material respects with applicable law in performing this Agreement. Except as otherwise

agreed in writing, each Party retains ownership of its intellectual property, and no license is granted by implication.

ARTICLE

TERM

18.1

Initial Term. The initial term of this Agreement shall commence on the Effective Date and continue for three (3) years, unless earlier

terminated in accordance with this Agreement.

18.2

Renewal. Thereafter, this Agreement shall automatically renew for successive one (1) year periods unless a Party provides written

notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term.

ARTICLE

TERMINATION

19.1

Termination. This Agreement may be terminated by mutual written agreement, by a non-breaching Party following an uncured material

breach after thirty (30) days’ notice, upon the dissolution or liquidation of YADA, or upon NextTrip’s acquisition of all

remaining equity interests of YADA unless the Parties otherwise agree in writing.

19.2

Effect of Termination. Termination shall not affect accrued payment rights, vested earnout rights or provisions that by their nature

survive, including confidentiality, restrictive covenants, dispute resolution and governing law.

ARTICLE

INDEMNIFICATION;

LIMITATION OF LIABILITY

20.1

Indemnification. Each Party shall indemnify, defend and hold harmless the other Party and its respective Affiliates, directors, officers,

managers, employees and representatives from and against any third-party claims arising out of such Party’s material breach of

this Agreement, gross negligence, fraud, willful misconduct or violation of applicable law in connection with this Agreement.

20.2

Limitation of Liability. Except for fraud, willful misconduct, gross negligence, breach of confidentiality or indemnification obligations

for third-party claims, no Party shall be liable for consequential, incidental, special, exemplary or punitive damages arising out of

this Agreement.

ARTICLE

DISPUTE

RESOLUTION

21.1

Dispute Resolution. Any dispute arising out of or relating to this Agreement shall first be submitted to executive-level negotiations

between the Parties. If the dispute is not resolved within thirty (30) days after written notice of the dispute, the Parties shall submit

the dispute to non-binding mediation in Nevada. If the dispute remains unresolved for thirty (30) days after commencement of mediation,

the dispute shall be finally resolved by binding arbitration in Nevada before a single arbitrator in accordance with commercially reasonable

procedures mutually agreed by the Parties or, absent such agreement, procedures determined by the arbitrator. The arbitrator shall have

the authority to award monetary damages and specific performance or other equitable relief consistent with this Agreement. The prevailing

Party in any arbitration shall be entitled to recover its reasonable out-of-pocket attorneys’ fees and costs, as determined by

the arbitrator.

21.2

Interim Relief. Notwithstanding Section 21.1, either Party may seek temporary, preliminary or injunctive relief from a court of competent

jurisdiction to preserve the status quo or prevent irreparable harm pending the outcome of mediation or arbitration.

ARTICLE

GOVERNING

LAW; EQUITABLE RELIEF

22.1

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without giving

effect to any choice-of-law or conflict-of-law rules that would cause the application of the laws of another jurisdiction.

22.2

Equitable Relief. Each Party acknowledges that a breach of the confidentiality, non-solicitation or non-circumvention provisions

of this Agreement may cause irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, in addition to any

other remedies available at law or in equity, any non-breaching Party shall be entitled to seek injunctive or other equitable relief

to prevent or curtail any such breach.

ARTICLE

MISCELLANEOUS

23.1

Entire Agreement; Amendment. This Agreement, together with the Purchase Agreement and any schedules incorporated herein, constitutes

the entire agreement of the Parties with respect to the subject matter hereof and may be amended only by a written instrument executed

by the Parties.

23.2

Assignment. No Party may assign this Agreement without the prior written consent of the other Party, except that NextTrip may assign

this Agreement to an Affiliate or in connection with a merger, consolidation or sale of substantially all of its assets, provided that

the assignee assumes NextTrip’s obligations hereunder.

23.3

Notices. Notices under this Agreement shall be in writing and deemed given upon personal delivery, overnight courier delivery or

email transmission to the addresses designated by the applicable Party.

23.4

Independent Contractors. The relationship of the Parties under this Agreement is that of independent contractors. Nothing in this

Agreement creates a partnership, agency, fiduciary relationship or other joint venture entity.

23.5

Severability; Waiver. If any provision of this Agreement is unenforceable, the remaining provisions shall remain in effect. No waiver

shall be effective unless in writing and signed by the Party against whom enforcement is sought.

23.6

Counterparts. This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an

original.

23.7

No Third-Party Beneficiaries. Except as expressly set forth in separate award documentation executed by the applicable parties, nothing

in this Agreement, express or implied, is intended to confer upon any Person other than the Parties and their permitted successors and

assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, and no YADA Founding Shareholder shall

be deemed a third-party beneficiary hereof.

WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective

Date.

NEXTTRIP, INC.

By:

Name:

Bill

Kerby

Title:

Chief

Executive Officer

YADA COMMERCE INC

By:

Name:

Chad

Doher

Title:

CEO

The

undersigned YADA Founding Shareholders agree to comply with the provisions of Articles 6, 14, 15, and 16.

High Class Holdings LLC

Carbon Capital Corp

By:

Chad

Doher, Managing Member

By:

David

Appell, President

SCHEDULE

PERFORMANCE

MILESTONES AND EARNOUT VESTING

This

Schedule A sets forth the performance milestones and vesting mechanics applicable to the Earnout Pool.

Measurement Period.

The

measurement period for the Earnout Pool shall be the thirty-six (36) month period following the Closing.

Measurement Dates.

Performance

and vesting shall be measured quarterly during the Earnout Period.

Expiration of Unused Awards.

Any

portion of the Earnout Pool that has not been earned and vested on or before the expiration of the Earnout Period shall automatically

expire without further action by any Party.

Total Earnout Pool.

The

maximum Earnout Pool shall consist of 225,000 shares of NextTrip common stock and 225,000 warrants, subject to adjustment only as expressly

approved by the Board and to the extent required by applicable law or stock exchange rules.

Earnout Categories.

The

Earnout Pool shall be earned based on YADA Financial Performance from the Agency sales and/or Music Artist Promotional Event Financial

Performance; and may be supplemented should the Board desire by way of additional awards (the “Discretionary Pool”),

which may be awarded by the Board pursuant to Section 11 of this Schedule A as bonus or acceleration awards.

Award Determinations.

YADA

Financial Performance shall be measured quarterly based on Net Profits generated from the activities described in Articles 4, 5, 6, 7,

8 and 9 (the “Activities”). For each fiscal quarter during the Earnout Period, the YADA Performance Pool shall be

earned based on quarterly net profits (defined as revenues minus expenses before interest, depreciation, amortization or extraordinary

expenses (unless mutually agreed to by the parties). The YADA shareholders other than NextTrip collectively shall be awarded one immediately

vested restricted share of NextTrip common stock and one three-year warrant to purchase one share of NextTrip common stock at an exercise

price of $2.75 per share for each $2.75 of NextTrip’s fifty percent (50%) share of the aggregate quarterly Net Profits generated

from the Activities. By way of illustration: if the aggregate Net Profits from such activities for a quarter are $100,000, NextTrip’s

fifty percent (50%) share is $50,000; dividing $50,000 by $2.75 results in 18,182 fully vested restricted shares of NextTrip common stock

and a three-year warrant to purchase 18,182 shares of NextTrip common stock at an exercise price of $2.75 per share, in each case issued

among the YADA shareholders other than NextTrip as determined by the YADA Founding Shareholders. Any fractional share or warrant that

would otherwise be issued shall be rounded up to the nearest whole number.

Vesting and Issuance.

For

purposes of this Schedule A, Net Profits shall be awarded regardless of whether they were derived from Agency sales and/or Music Artist

Promotional Event Financial Performance, and no item of revenue or expense shall be counted more than once. Shared expenses that are

not directly attributable to a single category shall be allocated in good faith using a methodology consistently applied by NextTrip

throughout the Earnout Period. Any award earned under this Schedule A shall vest and be issued in accordance with Articles 11 through

13 and the applicable award documentation approved by NextTrip.

Calculation Standard.

Financial

performance under this Schedule A shall be determined in accordance with GAAP and NextTrip’s consistently applied accounting procedures;

provided that, in the event of any inconsistency, GAAP shall control.

Acceleration Events.

If,

during the Earnout Period, (a) NextTrip acquires the remaining ownership interests of YADA, (b) YADA is merged into another NextTrip

subsidiary or (c) a Change of Control transaction involving NextTrip occurs, then any earned but unissued awards shall immediately vest.

10.

Forfeiture Events.

Unvested

awards shall be forfeited in the circumstances specified in the applicable award documentation, which may include voluntary resignation

without Board approval, fraud, material breach of applicable agreements, or violation of confidentiality, non-solicitation or non-circumvention

obligations owed to NextTrip or YADA.

11.

Board Discretion.

The

Board may award all or any portion of the Discretionary Pool in recognition of extraordinary performance, strategic opportunities, material

new business development, successful integration milestones, or other value creation not otherwise captured by Sections 6 and 7 of this

Schedule A, subject to applicable law and stock exchange requirements. Any award from the Discretionary Pool shall be evidenced by written

Board action and shall not reduce any award otherwise earned from the YADA Performance Pool or the Event Performance Pool.

EX-99.1

Filename: ex99-1.htm · Sequence: 4

EXHIBIT 99.1

NextTrip

Acquires Controlling Interest in Fully Licensed TikTok Partner Agency YADA, Accelerating Vision to Build a Global Creator, Entertainment

and Travel Commerce Ecosystem

Acquisition

expands NextTrip’s content-to-commerce platform through creator communities, entertainment experiences, audience acquisition, travel

commerce, and media monetization opportunities

SANTA

FE, NM / ACCESS Newswire / June 11, 2026 / NextTrip, Inc. (NASDAQ:NTRP) (“NextTrip,” “the Company,”

“we,” “our,” or “us”), a technology-forward travel and media company defining the intersection of

media and travel, today announced that it has acquired a controlling interest in YADA Commerce Inc (“YADA”),

a fully licensed TikTok Partner Agency and creator-commerce platform focused on influencer engagement, audience development, digital

commerce, and music artist promotional events.

Highlights

of the Transaction

● Adds

a Fully Licensed TikTok Partner Agency providing access to creator recruitment, audience

development, affiliate commerce, livestream commerce, and creator monetization capabilities.

● Expands

NextTrip’s Audience Acquisition Engine through access to thousands of creators

and billions of aggregate followers across social media platforms.

● Launches

NextTrip’s Destination Entertainment & Creator Commerce with 4 destination

music events already committed featuring exclusive artist partnerships, fan experiences,

concert travel programs, and creator-led commerce initiatives.

● Creates

New Revenue Opportunities for our media platform to drive additional advertising, sponsorships,

travel bookings, experiential travel, memberships, gift cards, loyalty programs, and creator

commerce.

Through

YADA, the Company gains a strategic creator-commerce platform capable of driving audience acquisition, creator engagement, entertainment

experiences, and travel transactions across the broader NextTrip ecosystem. NextTrip believes the acquisition represents significantly

more than a traditional social media marketing initiative and includes access to pre-booked group travel programs involving several artists

for exclusive concert experiences for super fans in unique destinations and premium resort venues.

Under

the agreement, NextTrip will serve as the travel fulfillment partner for YADA’s music artist promotional events and related fan

experiences. The Company expects to leverage its group travel capabilities through TA Pipeline, luxury travel offerings through

Five Star Alliance, concierge travel services, and proprietary travel inventory available through the NXT2.0 platform to support

future event-related travel programs.

Unlike

traditional marketing agencies, YADA operates as creator-commerce infrastructure, providing creator recruitment, onboarding, training,

activation, monetization, affiliate management, audience development, and livestream commerce capabilities. These capabilities create

a scalable foundation for customer acquisition, audience engagement, and commerce that can be leveraged across NextTrip’s travel,

media, membership, loyalty, entertainment, and experiential businesses while enabling direct access to highly engaged consumer audiences

across travel, lifestyle, entertainment, and commerce categories.

Management

believes the combination of creator reach, travel expertise, and operational infrastructure creates a unique opportunity to connect audience

engagement directly to travel bookings, loyalty programs, destination marketing initiatives, experiential travel products, memberships,

gift card programs, and advertising opportunities.

Industry

estimates project TikTok Shop gross merchandise volume to exceed $100 billion globally in 2026, supported by an ecosystem of more than

15 million active creators and over 100,000 affiliate participants. Through YADA’s strategic creator relationships, creator agency

partnerships, affiliate networks, and its relationship with Get Engaged, NextTrip gains access to a creator ecosystem spanning thousands

of creators with a combined audience reach measured in the billions.

part of the transaction, Chad Doher, Founder of YADA Commerce Inc and a veteran entrepreneur, entertainment executive, producer, travel

industry veteran, and marketing strategist with decades of experience building media, creator, entertainment, hospitality, travel, and

consumer-facing businesses, has joined NextTrip as Executive Vice President of Entertainment. Throughout his career, Doher has built

and scaled companies across media, entertainment, commerce, hospitality, and travel while producing and marketing projects involving

globally recognized brands, talent, and consumer audiences.

Mr.

Doher will lead the newly expanded NextTrip Entertainment & Creator Commerce division, overseeing creator partnerships, influencer

marketing, music artist promotions, fan engagement initiatives, experiential travel programs, branded entertainment opportunities, and

creator-commerce initiatives across the Company’s growing portfolio.

“The

future belongs to companies that can own attention, community, and commerce simultaneously,” said Chad Doher, Founder of YADA

Commerce Inc and Executive Vice President of Entertainment for NextTrip. “NextTrip has already assembled an extraordinary collection

of travel, media, technology, and distribution assets. By combining creators, entertainment, fan engagement, experiential travel, commerce,

and media under a single platform, we have the opportunity to build a category-defining company that connects inspiration directly to

transaction on a global scale.”

“Importantly,

we are not starting from zero,” continued Doher. “YADA has already secured several artists for exclusive concert experiences

and intimate fan events in unique destinations and premium venues designed specifically for super fans. These experiences create a powerful

opportunity to combine entertainment, travel, and community engagement. Through NextTrip’s group travel, concierge services, luxury

travel capabilities, and booking infrastructure, we expect to deliver complete fan travel packages that include accommodations, transportation,

VIP experiences, and exclusive access. Based on current planning, we believe these initial event programs alone could each generate more

than 250 fan travel packages while establishing a scalable model for future artist partnerships and destination-based entertainment experiences.”

NextTrip

believes the creator economy represents one of the largest shifts in consumer acquisition since the emergence of search and social media.

As travelers increasingly discover destinations, hotels, cruises, events, restaurants, and experiences through creator recommendations

and video content, content has become the starting point of the travel purchasing journey. Through YADA’s creator network and TikTok

Partner Agency infrastructure, NextTrip gains direct access to one of the fastest-growing channels for travel inspiration, consumer engagement,

and booking conversion.

combining JOURNY’s global television distribution, Travel Magazine’s digital reach, NextTrip’s booking infrastructure,

and YADA’s creator ecosystem, the Company believes it can create a uniquely differentiated content-to-commerce platform capable

of reaching consumers across television, digital media, social media, influencer networks, and transactional travel channels.

“We

are building significantly more than a travel company,” said Bill Kerby, Co-Founder and Chief Executive Officer of NextTrip.

“Our vision is to create a vertically integrated platform where content inspires discovery, creators drive engagement, communities

build loyalty, and commerce converts attention into transactions. YADA strengthens every layer of that strategy while expanding our reach

into the rapidly growing creator economy and entertainment sectors.”

Management

believes this combination creates a powerful content-to-commerce flywheel in which creators generate content, content drives audience

engagement, engagement generates travel interest, and travel interest converts into bookings, memberships, loyalty participation, advertising

revenue, and recurring customer relationships throughout the NextTrip ecosystem.

Perhaps

most importantly, YADA becomes a powerful audience acquisition engine feeding consumers into the broader NextTrip ecosystem, including

JOURNY, Travel Magazine, Travel Magazine Pro™, Five Star Alliance, TA Pipeline, travel memberships, gift card programs, and the

Company’s proprietary NXT2.0 booking platform.

“The

YADA acquisition not only expands our long-term creator-commerce opportunity, but also provides a pipeline of near-term experiential

travel programs and fan engagement initiatives that align perfectly with our content-to-commerce strategy,” added Kerby. “We

believe YADA strengthens our position as one of the few companies capable of combining media, creators, entertainment, commerce, and

travel within a single platform. By owning both audience acquisition and transaction infrastructure, we believe NextTrip is uniquely

positioned to create long-term shareholder value while participating in some of the fastest-growing sectors of the digital economy. This

transaction further advances our strategy of connecting inspiration directly to transaction while creating multiple revenue opportunities

across travel, media, entertainment, advertising, memberships, and creator commerce.”

The

Company believes entertainment-driven travel represents one of the fastest-growing categories within experiential tourism and expects

to develop new offerings spanning music events, fan travel packages, creator retreats, destination festivals, branded experiences, celebrity-hosted

trips, cruises, premium VIP programs, and creator-led commerce initiatives.

Transaction

terms were negotiated at arm’s length and reflect the strategic value of YADA’s creator-commerce platform, entertainment

relationships, and travel industry infrastructure. Additional details regarding the acquisition, including consideration paid and other

material terms, will be disclosed in a subsequent Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission.

About

YADA Commerce Inc

YADA

Commerce Inc. is a fully licensed TikTok Partner Agency focused on creator engagement, influencer marketing, digital commerce, audience

development, and music artist promotional events. The company works with creators, brands, artists, and entertainment partners to develop

audience engagement programs and consumer experiences across digital and social media channels.

About

NextTrip

NextTrip,

Inc. (NASDAQ:NTRP) is a technology-forward travel and media company defining the intersection of media and travel. Through its owned

media platforms, including JOURNY.tv and TravelMagazine.com, and its proprietary travel technology stack, NextTrip delivers

an integrated inspiration-to-booking ecosystem that connects travel discovery directly to transaction and fulfillment.

The Company operates a portfolio of travel brands and platforms, including Five Star Alliance, a global luxury hotel and resort

booking platform; NXT2.0, its proprietary booking and payments engine; and TA Pipeline, a purpose-built group travel and

meetings booking platform serving travel advisors, suppliers, and destination partners. Together, these assets enable frictionless booking

across luxury FIT (Flexible Independent Travel), group travel, destination weddings, conferences, and concierge-managed experiences,

supported by flexible payment options such as PayDlay. By owning both the inspiration layer through premium video-led storytelling and

the transaction layer through integrated booking technology, NextTrip enables travelers to move seamlessly from discovery to booking,

while providing destinations, brands, and travel partners with measurable engagement, demand generation, and conversion opportunities.

For

more information, visit www.nexttrip.com and investors.nexttrip.com.

Forward-Looking

Statement Disclaimer

This

announcement contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section

21E of the Securities Exchange Act of 1934. For example, statements regarding the Company’s financial position, business strategy

and other plans and objectives for future operations, and assumptions and predictions about future activities are all forward-looking

statements. These statements are generally accompanied by words such as “intend,” anticipate,” “believe,”

“estimate,” “potential(ly),” “continue,” “forecast,” “predict,” “plan,”

“may,” “will,” “could,” “would,” “should,” “expect” or the negative

of such terms or other comparable terminology.

The

Company believes that the assumptions and expectations reflected in such forward-looking statements are reasonable, based on information

available to it on the date hereof, but the Company cannot provide assurances that these assumptions and expectations will prove to have

been correct or that the Company will take any action that the Company may presently be planning. However, these forward-looking statements

are inherently subject to known and unknown risks and uncertainties. Actual results or experience may differ materially from those expected

or anticipated in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited

to, regulatory policies, available cash resources, competition from other similar businesses, and market and general economic factors.

Readers

are urged to read the risk factors set forth in the Company’s filings with the United States Securities and Exchange Commission

at www.sec.gov. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether

as a result of new information, future events or otherwise, except as required by law.

Contacts

NextTrip,

Inc

Richard

Marshall

Director

of Corporate Development

Richard.Marshall@nextTrip.com

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