SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 11, 2025

Frank Orzechowski
Chief Financial Officer
NextTrip, Inc.
3900 Paseo del Sol
Santa Fe, New Mexico 87507

 Re: NextTrip, Inc.
 Proxy Statement on Schedule 14A
 Filed August 15, 2025
 File No. 001-38015
Dear Frank Orzechowski:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Proxy Statement on Schedule 14A
Proposal 3: Approval of the Issuance of More Than 19.99%, page 12

1. Please revise to illustrate how the issuance of the underlying shares
would increase
 the percentage of common shares beneficially owned by the holders of
your Series J,
 K, L, M, M, N, O and P preferred stock and warrants and notes, including
your
 officers and directors and principal shareholders.
2. We note your disclosure with respect to the Series K preferred, warrant,
and
 unsecured promissory note offering. Please revise to clarify when the
$1,000,000 and
 $220,000 loans were made. In addition, please identify the note holders.
Also, please
 revise to clarify the operation of the cashless exercise feature for the
"half-cashless
 warrants", filed as Ex. 4.3 to the Form 8-K filed on January 3, 2025. In
this regard, we
 note that the value of a share is to be determined by the board of
directors. Please
 explain. Also, please highlight any similar conversion features in the
other securities
 subject to this proposal 3.
3. We note that this proposal 3 relates to the Series J, K, L, M, N, O, and
P preferred
 offerings (including applicable debt conversions, warrant offerings, and
note
 September 11, 2025
Page 2

 offerings) (together, "the offerings"). Please clarify whether the
offerings covered by
 this proposal 3 are dependent upon or otherwise related to each other.
In addition,
 please clarify whether the shares issuable pursuant to each offering
exceed the Nasdaq
 threshold requiring a shareholder vote; or, alternatively, whether the
offerings only
 exceed the Nasdaq threshold when viewed together (i.e., in the
aggregate). With
 respect to these calculations, please disclose the percentage of
outstanding common
 stock issuable upon conversion pursuant to each offering.
Proposal 4: Approval of the Issuance of Common Stock to Certain Insiders, page
19

4. Please revise your disclosure to clarify the significance of whether the
issuance of the
 shares of common stock upon conversion of the Series L Preferred to
Messrs. Kerby
 and/or Monaco is treated as equity compensation. Specifically, your
disclosure states
 that the issuance is deemed equity compensation because your shares are
listed.
 However, you also state that you do not intend for the shares underlying
the Series L
 offering to be deemed equity compensation. As this disclosure may
be confusing to
 investors, please clarify how your intent (that the shares not be deemed
 equity
 compensation ) affects this proposal. In that regard, please also (i)
quantify the
 amount of the deemed equity compensation, if possible, and (ii) clarify
whether there
 is a scenario in which the shares may not be deemed equity
compensation (and, if
 so, whether you may, under that scenario, issue the shares regardless of
whether the
 shareholders vote in favor of this proposal).
5. Please revise to clearly state how the issuance of shares to your
insiders would
 increase the percentage of common stock holdings of Mr. Kerby and Mr.
Monaco if
 the proposals are approved. In this regard, please also consider comment
1 above.
 Also, revise the second paragraph under Reasons for Stockholder
Approval to
 disclose the conversion price and the price on the trading day
immediately prior to
 entry into the agreement.
Proposal 5: Approval of the Issuance of More Than 19.99%, page 20

6. Please revise the third-to-last paragraph on page 20 to clarify the
reference to October
 7, 2025.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholders
Matters, page 42

7. Revise your beneficial ownership tables to ensure you have disclosed for
each entity
 the natural person or persons who directly or indirectly exercise(s)
sole or shared
 voting or investment control. Refer to Item 403 of Regulation S-K.
General

8. Please ensure that your disclosures regarding the matters described in
this proxy
 statement are consistent with disclosures provided in the pending S-1
registration
 statement.
 September 11, 2025
Page 3

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Daniel Morris at 202-551-3314 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>