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Subsequent Events | 9 Months Ended
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Nov. 30, 2024
Subsequent Events [Abstract] |
Subsequent Events | NOTE 9 - Subsequent Events Forbearance Agreement On December 9, 2024, the Company and NextTrip Holdings, Inc. (“NTH”), entered into a forbearance agreement (the “Forbearance Agreement) related to the issuance of certain contingent shares (the “Contingent Shares”) of Company common stock issuable upon NTH earning certain milestones as provided in that certain share exchange agreement (the “Share Exchange Agreement”) entered into by and among the Company, NTH and NextTrip Group, LLC (“NTG”), the sole stockholder of NTH, and the NTH shareholder representative, pursuant to which the Company acquired 100% of NTH (the “Acquisition”) in exchange for shares of Company common stock, (the “Exchange Shares”). As a result, NTH became a wholly owned subsidiary of the Company as of December 29, 2023 (the “Closing Date”). Upon the closing of the Acquisition, the members of NTG were issued a number of Exchange Shares equal to 19.99% of the Company’s issued and outstanding shares of common stock immediately prior to the Closing Date. Under the Share Exchange Agreement, the NTG Sellers are also entitled to receive additional Contingent Shares, subject to NTH’s achievement of future business milestones specified in the Share Exchange Agreement. Pursuant to the Share Exchange Agreement, whether a Milestone Event is met and the Contingent Shares are issuable is to be determined by the Company and NTH on a mutually agreeable date (each a “Milestone Payment Determination Date”) no later than thirty (30) days following notice by NTH to the Company that such Milestone Event has been met. If Contingent Shares are determined to be issuable, the Company is required to issue additional Contingent Shares within 60 days following each Milestone Payment Determination Date. To date, no Contingent Shares have been issued. NTH believes, and the Company does not dispute, that 3 of the 4 milestones have been met as of the date hereof but that, as a result of delays with the Company’s Form S-1 registration statement and the Company’s pending initial listing application with Nasdaq (the “Regulatory Delays”), NTH has not sent formal notice to the Company because doing so without the approval of Nasdaq’s initial listing application could trigger a delisting and suspension of trading of the Company’s common stock on Nasdaq. Due to the indefinite delays caused by regulatory matters and NTH desire to receive the Contingent Shares earned to date, NTH has expressed an intent to the Company to deliver formal notice that such Milestone Events have been met. However, due to the fact that such issuance could trigger consequences to all Parties involved, NTH and the Company have negotiated a Forbearance Agreement, whereby NTH agrees to forbear from issuing the Milestone Payment Determination Date notice until January 31, 2025 or earlier in the event of a default (the “Forbearance Expiration Date”) in exchange for an agreement by the Company that, if such Nasdaq initial listing application is not approved by such date that, (i) all such earned Contingent Shares will be issued withing five (5) business days of the Forbearance Expiration Date and (ii) all such board appointment rights will be exercised and such members will be approved within five (5) business days of the Forbearance Expiration Date. Related Party Promissory Notes Between December 1, 2024 and January 10, 2025, additional net related party advances under promissory notes totaled $16,667, and as of January 10, 2025, the aggregate outstanding principal balance of related party promissory notes was $1,174,131, after giving effect to repayments of $62,940 and the conversion of $1,750,000 to Series L Preferred Shares (as defined below). On September 13, 2024, the Company’s board of directors approved the conversion of up to 100% of the outstanding principal balance of the promissory notes held by Messrs. Kerby and Monaco into shares of a series of non-redeemable convertible preferred stock preferred stock yet to be designated. Messrs. Kerby and Monaco had initially agreed to convert $1,500,000 of their then total outstanding principal balance of $2,666,790 into the new series of convertible preferred stock, and, at their discretion, may convert up to the remaining principal balance, or any portion thereof, into additional shares of such convertible preferred stock at a future date. On December 26, 2024, Messrs. Kerby and Monaco agreed to increase their conversion to $1,750,000, or 61% of their November 30, 2024 outstanding principal balance of $2,879,624. On December 31, 2024, the Company entered into debt conversion agreements (the “Related Party Debt Conversion Agreements”) with its chief executive officer William Kerby and chairman of the board Donald P. Monaco (the “Related Parties”) whereby the Related Parties and the Company agreed to convert $1.75 million in existing unsecured promissory notes owed to the Related Parties for monies advanced to the Company into an aggregate of 579,469 restricted shares of newly designated Series L Nonvoting Convertible Preferred Stock of the Company (the “Series L Preferred”), (the “Series L Offering”) at a purchase price of $3.02 per share. The Series L Preferred shall be convertible into the Company’s common stock (the “Common Stock”) on such date that the Company obtains stockholder approval to remove the Exchange Cap, subject to beneficial ownership limitations. December 2024 Alumni Capital LLC Promissory Note Repayment On December 19, 2024, pursuant to the terms of the Alumni Capital LLC short-term promissory note, the Company repaid the entire amount of the outstanding principal, including the discount, plus accrued interest thereon. December 2024 Series J Preferred Stock Offering On December 31, 2024, the Company entered into a securities purchase agreement (the “Series J Purchase Agreement”) with certain accredited investors (the “Purchasers”), pursuant to which the Company issued and sold an aggregate of 297,788 restricted shares of newly designated Series J Nonvoting Convertible Preferred Stock of the Company (the “Series J Preferred”), (the “Series J Offering”) at a purchase price of $3.02 per share. The Series J Preferred shall be convertible into the Company’s common stock (the “Common Stock”) on such date that the Company obtains stockholder approval to remove the Exchange Cap December 2024 Promissory Note and Warrant On December 3, 2024, the Company sold a short-term promissory note to an existing note holder for total consideration of $100,000. The note has an original issue discount of $15,000. The note is payable in full on May 29, 2025, and may be prepaid by the Company at any time without penalty. In the event of default, the entire unpaid balance is immediately due and payable. In connection with the sale of the note, the Company issued a warrant to the investor to purchase up to 40,000 shares of common stock with an exercise price of $3.25. The warrant has a three-year term and expires on December 3, 2027. December 2024 Series K Preferred Stock, Warrant and Unsecured Promissory Note Offering On December 31, 2024, the Company entered into a series of agreements whereby an investor agreed to loan the Company up to $1,000,000 against an unsecured promissory note (the “$1M Note”). The $1M Note is payable in full on the earlier date of one (1) year from issuance or the date the Company completes a financing of $5 million or greater, is unsecured and has no prepayment penalty. In connection with the $1M Note, the investor received fifteen percent (15%) guaranteed prepaid interest issued in the form of Series K Nonvoting Convertible Preferred Stock of the Company (the “Series K Preferred Stock”) as well as 100% warrant coverage, as follows: (1) a warrant exercisable in cash to purchase up to 500,000 shares of Common Stock (the “Cash Warrant”) and (2) a cashless warrant (the “Cashless Warrant”) to purchase up to 500,000 shares of Common Stock, each at an exercise price of $4.00 per share for a period of three years which is exercisable six (6) months from the issuance date. Concurrently, on December 31, 2024, the Company entered into a series of agreements whereby additional investors agreed to loan the Company $220,000 against an unsecured promissory note (the “$220k Note”). The $220k Note has a maturity date of one (1) year from the date thereof, is unsecured and has no prepayment penalty. In connection with the $220k Note, the investors also received fifteen percent (15%) guaranteed prepaid interest issued in the form of Series K Preferred Stock as well as a warrant to purchase up to 220,000 shares of the Company’s common stock. The warrant has an exercise price of $4.00 per share and is exercisable for a period of three years, beginning on the issuance date. If at the time of any exercise of the warrant, there is no effective registration statement registering, or no current prospectus available for, the issuance or resale of the shares by the investor, then such investor may elect to exercise up to 50% of the warrant on a cashless basis. In connection with the $220k Note, the Company entered into a registration rights agreement with respect to the shares of Common Stock underlying the Series K Preferred Stock and Half Cashless Warrant (the “Registration Rights Agreement”). Each Series K investor entered into a securities purchase agreement (the “Series K Purchase Agreement”) whereby an aggregate of 60,595 restricted shares of Series K Preferred, (the “Series K Offering”) at a purchase price of $3.02 per share. The Series K Preferred shall be convertible into the Company’s common stock (the “Common Stock”) on such date that the Company obtains stockholder approval to remove the Exchange Cap. Series M Preferred Stock Offering and Debt Conversion On December 31, 2024, the Company entered into a securities purchase agreement (the “Series M Purchase Agreement,” and together with the Series J Purchase Agreement and Series K Purchase Agreement, the “Purchase Agreements”) with certain accredited investors (the “Purchasers”), pursuant to which the Company may issue and sell up to $500,000 of restricted shares of newly designated Series M Nonvoting Convertible Preferred Stock of the Company (the “Series M Preferred”), (the “Series M Offering,” and together with the Series J Offering, Series K Offering and Series L Offering, the “Offerings”) at a purchase price of $3.02 per share. In addition, as part of the Series M Offering, on December 31, 2024, the Company entered into a debt conversion agreement (the “Debt Conversion Agreement,” and together with the Related Party Debt Conversion Agreements, the “Debt Conversion Agreements”) with an existing lender whereby the lender and the Company agreed to convert $350,000 in existing unsecured promissory notes plus $52,500 in guaranteed prepaid interest owed to the lender for monies advanced to the Company into Series M Preferred. The Series M Preferred shall be convertible into the Company’s Common Stock on such date that the Company obtains stockholder approval to remove the Exchange Cap.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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