NASDAQ: NTRP

Current
Scale and Going Concern

We
are in the early stages of scaling our commercial operations. Due to uncertainties regarding our ability to meet our current and future
operating and capital expenses, there is substantial doubt about our ability to continue as a going concern for 12 months from the date
of filing of this Annual Report on Form 10-K for the fiscal year ended February 28, 2026. The report of our registered independent public
accounting firm filed with this Annual Report contains a going concern qualification.

We
expect to continue to incur net losses and negative cash flows from operations for the foreseeable future as we invest in technology
enhancements, supplier relationships, media content, and marketing initiatives. Throughout this report, whenever we discuss our operational
achievements, ecosystem, or growth plans, you should consider that we presently have nominal revenues, limited operating history, minimal
brand awareness, and will require significant additional capital to execute our business model.

Our
Integrated Content-to-Commerce Platform

Our
platform is designed to connect four core elements into a seamless pathway from discovery to confirmed booking:

Content
and Inspiration – travel programming, editorial content, and long and short-form destination storytelling across our Media segment
platforms, including JOURNY.tv, GoUSA TV content and platforms, the KCGM Joint Venture across Southeast Asia, and Travel Magazine.

Discovery
and Planning – editorial content, Agentic AI-powered personalization tools, and search capabilities designed to guide travel decisions
and connect audience engagement with booking intent, including through Travel Magazine Pro in our Travel segment.

Booking
and Commerce – direct transaction capabilities through the NXT2.0 platform and affiliated booking platforms within our Travel segment,
supporting a broad range of travel categories including leisure, luxury, cruise, group, and business travel.

Service
and Support – concierge and call center infrastructure supporting higher-value travel experiences and complex booking needs across
our Travel segment.

This
integrated approach is intended to create a seamless pathway we describe as “Watch. Scan. Book. Go.”, enabling consumers
to move from inspiration through our Media segment directly to booking discounted packages mirroring the watched Travel segment. We believe
this model reduces customer acquisition costs over time by leveraging owned media audiences while also generating independent advertising
revenue from our Media segment.

4

Business
Segments

We
operate and report our business in two segments: (1) Travel and (2) Media.

Travel
Segment

Our
Travel segment encompasses our travel booking and commerce operations. This segment includes our proprietary NXT2.0 booking platform
and all booking-oriented brands and products: NextTrip Vacations, Five Star Alliance, TA Pipeline, JournyGO, and Travel Magazine Pro™.
The Travel segment generates revenue primarily through commissions, markups, and service fees on travel bookings, as well as advisor-driven
commissions and attribution-based fees through Travel Magazine Pro™.

NXT2.0
– Core Booking Platform

At
the core of our Travel segment is our proprietary NXT2.0 travel booking engine, which powers several websites, including nexttrip.com
and fivestaralliance.com, as well as our Groups Platform and Travel Agent Platform. NXT2.0 supports direct-to-consumer and advisor-assisted
booking across leisure, luxury, cruise, group, and business travel verticals. We serve both leisure and business travelers by offering
access to travel blogs, videos, and concierge assistance to aid in planning travel, coupled with our booking platform for the direct
purchase of flights, hotels, vacation homes, cruises, tours, and other travel products.

Five
Star Alliance

Five
Star Alliance is a premier luxury travel agency and a wholly owned subsidiary of the Company, acquired in April 2025. Founded in 2004,
Five Star Alliance offers a curated collection of over 5,000 five-star and luxury hotels and resorts worldwide, with an industry-leading
4.9-star Trustpilot rating and over 400,000 monthly site visitors. Five Star Alliance offers personalized recommendations, high-end travel
solutions, a proprietary booking engine, and established relationships with premium travel providers, and generates revenue primarily
through commission-based bookings. See “Recent Developments - Acquisition of Five Star Alliance.”

TA
Pipeline

TA
Pipeline is a premier group travel and Meetings, Incentives, Conferences and Exhibitions (“MICE”) platform and a wholly owned
subsidiary of the Company, acquired in August 2025. TA Pipeline has established itself as a leading group-travel agency platform with
deep expertise in delivering end-to-end solutions for conferences, conventions, destination weddings, and affinity groups, often servicing
groups ranging from 50 to 5,000 travelers. TA Pipeline has strong relationships with suppliers, planners, and affinity partners, and
its integration into the NXT2.0 ecosystem and PayDlay financing tool is designed to enhance conversion rates and drive incremental travel
bookings. See “Recent Developments - Acquisition of TA Pipeline.”

JournyGO

On
March 31, 2026, the Company launched JournyGO, our next-generation, agentic AI-powered consumer engagement and booking ecosystem. JournyGO
is the commercial activation layer of our content-to-commerce strategy and is reported within our Travel segment because its primary
function is to convert viewer engagement into confirmed travel bookings. JournyGO integrates immersive travel video (delivered through
our Media segment’s JOURNY.tv platform), our proprietary Promethean interactive overlay technology, dynamic travel packaging, and
agentic AI assistance, supported by live Travel Specialists when needed to seamlessly move viewers from inspiration to confirmed travel
bookings.

The
Promethean platform, licensed on a perpetual basis, enables contextual advertisements and booking calls-to-action to be embedded directly
within streaming video content, allowing users to initiate a booking without leaving the viewing experience. JournyGO also includes JOURNY
mobile applications for iPhone and Android, as well as dedicated connected TV apps. Using artificial intelligence, JournyGO is designed
to personalize content recommendations, convert editorial content into video, and enable users to create custom travel channels aligned
with their interests. See “Recent Developments - Launch of JournyGO.”

Travel
Magazine Pro

Travel
Magazine Pro (TravelMagazine.com) is our premium digital editorial, advisor engagement, and travel commerce platform within our Travel
segment, launched as the next evolution of Travel Magazine 2.0. Travel Magazine Pro is designed to operate as a strategic mid-funnel
bridge between the inspirational audience reach generated by our Media segment and the transaction capabilities of our Travel segment,
helping convert travel interest into measurable booking activity across the NextTrip ecosystem.

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The
platform features destination-focused editorial content, curated travel guides, hotel and resort recommendations, cruise and experiential
travel highlights, travel planning resources, and influencer-driven content intended to engage high-intent leisure travelers during the
consideration and planning phase of the customer journey. Integrated booking pathways and affiliate links connect users to our travel
platforms and supplier partners, creating a seamless path from inspiration to search and transaction.

Travel
Magazine Pro is also being developed to support travel advisors and distribution partners through content-sharing tools, lead attribution
capabilities, and white-label promotional solutions that enable advisors to market premium travel offerings while participating in resulting
booking revenues. In addition, the platform is expected to include “My Bucket List,” a social travel planning feature that
will allow travelers to build, organize, and share personalized travel wish lists enhanced by booking functionality, destination insights,
and curated recommendations.

Revenue
generated through Travel Magazine Pro is expected to include affiliate booking commissions, advertising sales, sponsored placements,
premium editorial partnerships, lead generation fees, and advisor-related transaction revenue. See “Recent Developments—Launch
of Travel Magazine Pro.”

Media
Segment

Our
Media segment encompasses our content creation, audience development, media distribution, and advertising monetization operations. This
segment includes JOURNY.tv (incorporating GoUSA TV content) and Travel Magazine, our editorial travel content platform. The Media segment
generates revenue primarily through advertising, sponsorships, branded content, and destination marketing programs. In addition to direct
monetization, the Media segment functions as a demand-generation engine for the Travel segment, enabling NextTrip to engage travel audiences
at scale and reduce reliance on third-party marketing channels.

JOURNY.tv
(Including GoUSA TV Integration)

JOURNY.tv
is our owned global travel media network, providing premium travel programming across free ad-supported streaming television (“FAST”),
over-the-top (“OTT”), connected TV, and digital platforms. JOURNY.tv had an estimated audience of approximately 17 million
travel enthusiasts at the time of acquisition by NextTrip, and operates through key platform partnerships, including Samsung TV Plus
and Plex.

In
February 2026, we acquired original content, brand rights, and distribution assets of GoUSA TV from Brand USA (The Corporation for Travel
Promotion). GoUSA TV is a travel streaming channel, reaching an estimated 200+ million viewers globally across connected TV, mobile,
and digital platforms, including Samsung TV Plus, LG Channels, Plex, Titan OS, and TCL International. Rather than operating GoUSA TV
as a standalone channel, we are integrating its U.S.-focused travel content library and distribution infrastructure into JOURNY.tv to
enhance scale, content depth, and advertiser relevance. Combined, JOURNY.tv and GoUSA TV assets are expected to support media distribution
reaching approximately 250 million viewers globally in 2026 across FAST, OTT, connected TV, mobile, and digital platforms. See “Recent
Developments—GoUSA TV Asset Purchase.”

In
July 2025, we entered into a joint venture with KC Global Media to accelerate the international expansion of JOURNY.tv into India, Southeast
Asia, Africa and Australia/New Zealand, targeting new regional distribution partnerships and advertising opportunities. See “Recent
Developments—KC Global Media Joint Venture.”

Travel
Magazine

Travel
Magazine (TravelMagazine.com) is our editorial travel content platform within our Media segment. It is an online travel publication that
provides articles, guides, destination inspiration, hotel and restaurant recommendations, and general travel advice. Its audience includes
both casual vacationers and more seasoned travelers seeking ideas and information for their next trip. Travel Magazine functions primarily
as a content and audience platform within our Media segment, generating revenue through advertising and sponsored content, while also
directing engaged readers to our owned booking channels, including NextTrip and Five Star Alliance, as well as to select third-party
partners through affiliate relationships.

The
media team benefits from a range of strategic partners driving advertising revenue potential, including Leap Media Group (over 35 years
of TV advertising and media planning experience), Travel Spike (programmatic and direct travel advertising sales), Magnite (programmatic
advertising), and Blue Fysh Holdings (digital out-of-home media solutions across North America). See “Recent Developments—Blue
Fysh Share Exchange.”

6

NXT2.0
– Our Integrated Travel Booking Platform

Development
of the Platform

Prior
to the COVID-19 pandemic, NextTrip (then known as Monaker Group) operated a travel business focused on the sale of vacation rentals and
alternative lodging rentals (“ALRs”) through its proprietary booking engine (NXT1.0). In June 2022, NextTrip acquired the
Bookit.com booking engine, including its customer database, destination content, source code, and approximately 250 third-party travel
supplier Application Programming Interface (“API”) relationships. The Bookit.com platform had previously powered a well-established
online leisure travel agent generating over $400 million in annual sales as recently as 2019 (pre-pandemic). We launched the NXT2.0 platform
in May 2023 and have since scaled to over four million hotel properties, vacation rental homes, and cruise products globally.

Travel
Products and Services

Inventory
and product offerings on our platform consist chiefly of: (1) direct contracts, which are negotiated directly with the travel provider
and generally generate higher gross margins; and (2) third-party API content, which is lower margin but significantly broadens inventory
and supports the integration of specialty products, leading to cross-selling and additional revenue opportunities.

Our
Direct Contract Strategy

Our
initial focus was to negotiate direct connectivity and fixed base pricing contracts with hotels and travel suppliers and to integrate
those products into NXT2.0. This allows us to set our own pricing and control our margins for leisure and vacation travel products and
negotiate and run co-op marketing. This flexibility affords us the opportunity to run competitive specials and adjust pricing within
our marketplace.

Our
Inventory Expansion and API Strategy

To
supplement our higher-margin direct inventory and support our specialty platforms, we have integrated a series of third-party API relationships
into NXT2.0. Major suppliers include Expedia (worldwide hotel product), Nuitée (hotel and vacation rental homes), Global Distribution
Systems (luxury hotels and activities), and Signature Travel Network via Five Star Alliance (all major cruise lines). These established
suppliers provide significant additional content and product depth in our booking engine, giving NextTrip comprehensive global leisure
travel inventory coverage.

Core
Product Offerings

NextTrip’s
Travel segment offerings span leisure, luxury, cruise, group, and business travel. Key product offerings include:

NextTrip
Vacations – Our core leisure platform, powered by NXT2.0, delivering seamless booking and customizable travel options across
airlines, hotels, cruises, ground activities, and more.

Five
Star Alliance – A luxury travel platform providing access to over 5,000 five-star hotels and resorts worldwide with personalized
concierge services and an industry-leading 4.9-star Trustpilot rating.

NextTrip
Cruise – A fully integrated cruise booking engine providing access to over 10,000 sailings and 35 cruise partners. Travelers
benefit from exclusive pricing, concierge service, and bundled packages including transfers, pre- and post-cruise stays, and expert travel
support, launched March 27, 2025.

TA
Pipeline – A premier group travel and MICE platform supporting destination weddings, conferences, conventions, and affinity
group travel for groups ranging from 50 to 5,000 travelers.

Travel
Magazine Pro– Our premium digital editorial, advisor engagement, and travel commerce platform designed for travel agencies,
advisors, and agents to compete online and offline.

Groups
Platform – A solution for complex travel needs such as conferences, conventions, and destination weddings, with several group
bookings completed within the first 60 days of launch from leads generated by Five Star Alliance.

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NXT2.0
Platform Features

Existing
Features

Our
marketplace at nexttrip.com offers tools for browsing and comparing flights, hotels, tours, cruises, and activities. We allow travelers
to defer payments on select vacation packages with our proprietary PayDlay program, which allows travelers to purchase travel with a
small deposit and make subsequent payments between purchase and the week before travel, with no interest charged. Registered NextTrip
travelers can manage bookings, receive updates on special offers, and subscribe to newsletters. Security is a priority, with rigorous
content screening and Payment Card Industry (“PCI”) compliance to safeguard customer information.

NXT2.0
equips travelers with a seamlessly integrated planning and booking ecosystem. Within a personalized profile, users can explore a curated
library of videos and editorial content tailored to their interests, earmark preferred destinations and activities, and engage a dedicated
concierge team for travel planning support. Travelers may transact digitally through the platform’s booking engine or speak directly
with a call-center specialist, all while utilizing proprietary payment tools such as PayDlay.

Technology
and Infrastructure

Our
websites are hosted using cloud services distributed globally across multiple regions, designed to manage increases in traffic through
scalable computing power without requiring software changes. Our cloud services provide scalable and redundant Internet connectivity
as well as redundant power and cooling. We use industry-standard security methods to ensure the integrity of our networks and protection
of confidential data. Access to NextTrip’s networks and the servers and databases on which confidential data is stored is protected
by industry-standard firewall and encryption technology. Physical access to our servers and related equipment is secured by limiting
access to the data center to operations personnel only.

Promethean
Interactive Platform

Promethean
is our proprietary interactive video overlay platform, licensed on a perpetual basis, which drives advertising revenue and facilitates
the connection between our Media and Travel segments. We are integrating this platform into JournyGO’s video content with interactive
overlays that allow users to initiate travel bookings directly from streaming content through contextual calls-to-action without interrupting
the viewing experience. Promethean is the key technology enabling our “Watch. Scan. Book. Go.” ecosystem, providing the link
through which JOURNY.tv viewers in our Media segment can transact within our Travel segment in real time.

Revenue
Strategy and Development of an Integrated Travel and Media Ecosystem

NextTrip’s
revenue strategy is built on two complementary and mutually reinforcing revenue streams generated across our two operating segments.

Travel
Segment Revenue

We
generate Travel segment revenue through commissions, markups, and service fees on travel bookings across hotels, vacation rentals, cruises,
packages, and related travel services. Product sales are generally structured either: (1) as a set commission on the sale of a travel
product whereby the supplier or wholesaler controls the pricing (as is the case with the majority of Five Star Alliance products), or
(2) through a direct, negotiated contract between the Company and the product supplier (as is the case with the majority of NextTrip’s
products), which allows us to set our own retail pricing. Commission-based travel products are generally lower margin than directly negotiated
travel products. Our strategy emphasizes higher-value travel segments, including luxury travel, cruise, and group travel, which we believe
offer higher transaction values, repeat business opportunities, and enhanced service economics. Travel Magazine Pro also contributes
Travel segment revenue through affiliate commissions and sponsored booking content.

Media
Segment Revenue

We
generate Media segment revenue through advertising, sponsorships, branded content, and destination marketing programs across JOURNY.tv
and Travel Magazine. As the number of viewers and users grows, it drives the advertising rates the Company can charge third parties to
promote travel products and services to our audience. Beyond generating direct advertising dollars, our growing audience provides additional
opportunities for NextTrip to promote its own Travel segment products to highly targeted viewers, reducing our dependence on external
marketing channels.

8

The
deployment of JournyGO and the Promethean interactive overlay platform is expected to further enhance both segments by converting Media
segment viewership into Travel segment bookings, while simultaneously supporting higher advertising CPMs through demonstrated audience
action rates.

Development
of Integrated Revenue Model

NextTrip
is in the early stages of development and roll out of its comprehensive two-segment model. While the products introduced to date are
now functional and generating nominal revenues, those revenue streams are currently small and variable relative to established travel
industry leaders. Our ability to capitalize on our platforms is constrained by limited funding for marketing programs. The timeline to
complete planned programs is dependent upon our ability to raise capital; however, we believe that most programs can be delivered within
180 days of obtaining such necessary funding. Once fully integrated, we believe the model will deliver accelerating revenue growth as
our content-to-commerce strategy targets underserved areas in the travel sector—such as PayDlay, Groups bookings, and the Travel
Agent Platform—not well serviced by the major travel industry leaders.

Competition

The
U.S. travel market is highly competitive and rapidly evolving. The markets are dominated by a few key distributors, which has caused
suppliers to look for viable alternatives that would diversify their business mix.

Our
Travel segment competes with online and offline travel companies targeting leisure and corporate travelers, including travel agencies,
tour operators, travel supplier direct websites and their call centers, consolidators and wholesalers of travel products and services,
large online portals and search websites, certain travel metasearch websites, mobile travel applications, social media websites, as well
as traditional consumer eCommerce and group buying websites. These companies include Expedia, Booking.com, TripAdvisor, Sabre Corp.,
TravelZoo, and Airbnb. We are an early-stage company with nominal revenues. Though we consider these companies competitors, they are
all much larger and more advanced in development than our current offerings, and we may be unable to raise sufficient capital or develop
our technology at such a rate as to compete for meaningful market share. We also face competition for customer traffic on internet search
engines and metasearch websites, which impacts our customer acquisition and marketing costs.

Our
Media segment competes with other travel content providers and streaming platforms for travel programming audiences and advertising spend,
including larger media companies with substantially greater resources. Our differentiated model—combining owned media in our Media
segment with direct booking capabilities in our Travel segment—is designed to create competitive advantages in audience monetization
that pure media or pure booking competitors cannot easily replicate.

Seasonality

We
experience seasonal fluctuations in the demand for our Travel segment products and services. Traditional leisure travel bookings are
generally highest in the first three quarters as travelers plan and book their spring, summer, and winter holiday travel. The number
of bookings typically decreases in the fourth quarter. Because revenue for most of our travel products is recognized when the travel
takes place rather than when it is booked, revenue typically lags bookings by several weeks to several months. As a result, although
travel bookings through NextTrip’s platforms tend to be highest from January to June, moderate from July through September, and
low from October through December, the majority of revenue is recognized in the summer months (June, July, and August) and during the
winter holidays (November and December). Our Media segment revenues are also subject to seasonal advertising market conditions, with
advertising spend typically higher in the second half of the calendar year.

Intellectual
Property

Our
intellectual property includes the content of our websites, registered domain names, registered and unregistered trademarks, business
plan, business strategies and trade secrets, proprietary and acquired software platforms and related assets, licensed software platforms,
and customer and third-party supplier lists. We believe that our intellectual property is an essential asset of our business and that
our registered domain names and technology infrastructure will give us a competitive advantage in the online market.

9

We
rely on a combination of trademark, copyright, and trade secret laws in the United States, as well as contractual provisions, to protect
our proprietary technology and our brands. We also rely on copyright laws to protect the appearance and design of our sites and applications.
We have registered numerous Internet domain names related to our business. Our key proprietary software platforms and systems include:

NXT2.0,
our integrated travel booking engine, enhanced through our acquisition of the Bookit.com assets;

Groups
Platform, which allows for efficient and streamlined travel planning and booking for travel groups of five or more;

PayDlay,
which allows travelers to book a trip for as little as $1.00 down and pay over time with no interest;

Travel
Magazine Pro™, our advisor-focused, content-to-commerce platform providing travel advisors with embedded bookable inventory, dynamic
packaging via Worldia technology, attribution-enabled commission tracking, and AI-driven engagement tools;

JOURNY.tv,
our owned FAST channel and global travel media network; and

Promethean,
our proprietary interactive video overlay platform, licensed on a perpetual basis, enabling contextual bookings and advertisements embedded
within video content.

Regulation

Our
ability to provide our services is affected by legal regulations of governments and regulatory authorities around the world, many of
which are evolving and subject to revised interpretations. Violations of any laws or regulations could result in fines, penalties, and
criminal sanctions against us, our officers or employees, and prohibitions on conducting our business, which could damage our reputation,
brands, global expansion efforts, and operating results. Regulations that impact our business include:

Data
Protection and Privacy: We have policies and a global governance framework to comply with applicable privacy laws. In the European
Union, the General Data Protection Regulation (the “GDPR”) imposes significant compliance obligations and costs. In the United
States, the California Consumer Privacy Act (the “CCPA”) and the California Privacy Rights Act (“CPRA”) impose
privacy requirements and consumer rights. Other U.S. states and international jurisdictions have adopted or may adopt similar data protection
regulations.

Regulation
of the Travel Industry: Our business is impacted by travel-related regulations such as local regulation of alternative accommodations.
Some parts of our business are already subject to certain requirements of the U.S. Department of Transportation (“DOT”),
and as our offerings continue to diversify and expand, we may become subject to additional requirements of regulatory agencies across
the world.

Payments:
As we expand our payments services to consumers and business partners, we are subject to additional regulations, such as financial
services regulations and license requirements, as well as payment card association rules and obligations under our contracts with payment
card processors, including the Payment Card Industry Data Security Standard.

Media
and Streaming Regulation: As we expand our Media segment internationally through JOURNY.tv and the KC Global Media joint venture,
we may become subject to content regulations, broadcasting licensing requirements, advertising standards, and related compliance obligations
in various jurisdictions.

Organizational
History

Reverse
Acquisition of NextTrip Holdings

On
October 12, 2023, the Company (formerly known as Sigma Additive Solutions, Inc.) entered into a Share Exchange Agreement with NextTrip
Holdings, Inc. (“NTH”), NextTrip Group, LLC (“NTG”) and William Kerby (the “NTH Representative”),
pursuant to which the Company acquired NTH (the “NextTrip Acquisition”) in exchange for shares of our common stock, which
we refer to as the Exchange Shares. The NextTrip Acquisition was consummated on December 29, 2023. As a result, NTH became a wholly owned
subsidiary of the Company.

10

Upon
the closing of the NextTrip Acquisition, the shareholders of NTG (collectively, the “NTG Sellers”), were issued a number
of Exchange Shares equal to 19.99%, or 156,007 shares, of our issued and outstanding shares of common stock immediately prior to the
closing. Under the Share Exchange Agreement, the NTG Sellers were entitled to receive additional shares of our common stock, referred
to as the Contingent Shares, subject to NTH’s achievement of future business milestones (the “Milestone Events”) specified
in the Share Exchange Agreement as follows:

Milestone
Event

Date
Earned

Contingent
Shares

Status
as of the date of this Prospectus

Launch of NTH’s leisure travel booking platform
by either (i) achieving $1,000,000 in cumulative sales under its historical “phase 1” business, or (ii) commencement
of its marketing program under its enhanced “phase 2” business.

As of a date six months after the closing date

1,450,000 Contingent Shares

Achieved. Marketing program under “phase 2”
has commenced.

Launch of NTH’s group travel booking platform
and signing of at least five (5) entities to use the Groups Platform.

As of a date nine months from the closing date (or
earlier date six months after the closing date)

1,450,000 Contingent Shares

Achieved. Five groups have been contracted to use the
Groups Platform.

Launch of NTH’s Travel Agent Platform and signing
up of at least 100 travel agents to the platform (which calculation includes individual agents of an agency that signs up on behalf
of multiple agents).

As of a date 12 months from the closing date (or earlier
date six months after the closing date)

1,450,000 Contingent Shares

Achieved. The company has signed up more than 175 travel
agents to its Travel Agent Platform.

Commercial launch of PayDlay technology in the NXT2.0
system.

As of a date 15 months after the closing date (or earlier
date six months after the closing date)

1,650,000 Contingent Shares, less the Exchange Shares
issued at the closing of the Acquisition

Achieved. PayDlay has been commercially launched.

The
Contingent Shares, together with the shares of our common stock issued at the closing, was not to exceed 6,000,000 shares of our common
stock, or approximately 90.2% of our issued and outstanding shares of common stock immediately prior to closing.

The
Exchange Agreement provided that William Kerby, the Chief Executive Officer and co-founder of NTH, was appointed as Chief Executive Officer
of the Company and Donald P. Monaco was appointed as a director of the Company as of the closing of the NextTrip Acquisition. Additionally,
pursuant to the Exchange Agreement, the NTH Representative (Mr. Kerby) shall be entitled to designate a replacement for one additional
director of the Company upon achievement of each of the milestones under the Exchange Agreement (the “Board Appointment Rights”).

In
connection with the NextTrip Acquisition, the Company and Nasdaq determined that the issuance of Contingent Shares upon achievement of
any one of the Milestone Events would result in a change in control of the Company under Nasdaq Listing Rule 5635(a). Pursuant to Nasdaq
Listing Rule 5110(a), the Company was required to submit an initial listing application with Nasdaq and to obtain Nasdaq approval of
the initial listing application prior to the issuance of the Contingent Shares.

On
March 25, 2025, the Company received a letter from Nasdaq notifying the Company that it had approved the Company’s initial listing
application in connection with the issuance of the Contingent Shares. On March 26, 2025, the Company issued the NTG Sellers an aggregate
of 4,393,993 of the Contingent Shares in satisfaction of the Company’s obligations under the Exchange Agreement. As a result of
Nasdaq’s approval of our initial listing application, the issuance of the Contingent Shares was completed in compliance with Nasdaq
Listing Rule 5110(a) and the Company’s shares of common stock continue to trade on the Nasdaq Capital Market under the symbol “NTRP.”

On
May 5, 2025, as a result of the achievement of the fourth and final business milestone, the remaining 1,450,000 Contingent Shares were
issued to the NTG Sellers.

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In
July 2025, Mr. Kerby, in his capacity as the NTH Representative, informed the Company of his election to exercise the Board Appointment
Rights pursuant to the Exchange Agreement and designated Stephen Kircher, Jimmy Byrd, Carmen Diges and David Jiang (collectively, the
“NTH Appointees”) as the individuals to replace the continuing legacy Sigma directors. On July 14, 2025, the Company’s
Board of Directors appointed the NTH Appointees as directors of the Company, in each case effective July 28, 2025, at which time Salvatore
Battinelli, Jacob Brunsberg, Dennis Duitch and Kent Summers resigned as directors of the Company. Stephen Kircher shall serve as a Class
I director, with his initial term expiring at the Company’s 2028 Annual Meeting of Stockholders; Jimmy Byrd shall serve as a Class
II director, with his initial term expiring at the Company’s 2026 Annual Meeting of Stockholders; and Ms. Diges and Mr. Jiang shall
each serve as a Class III director, with their initial terms expiring at the Company’s 2027 Annual Meeting of Stockholders. Each
of NTH Appointees will serve as a director for the balance of their respective initial terms, and until his or her successor is elected
and qualified, subject to his or her earlier death, resignation or removal.

Historical
Monaker Group Business

NextTrip’s
travel business was the principal business of NextPlay Technologies, Inc. (then, Monaker Group, Inc. (“Monaker”)) until June
30, 2020, when Monaker entered into a share exchange transaction with HotPlay Enterprise Limited (“HotPlay”), resulting in
HotPlay becoming a wholly owned subsidiary of Monaker and HotPlay’s business becoming the principal business of Monaker. Prior
to this share exchange, the primary focus of Monaker had been its travel business, which included the sale of vacation rentals, and in
particular, alternative lodging rentals (“ALRs”), to consumers through its proprietary booking engine. To support its travel
offerings, Monaker introduced travelmagazine.com, featuring travel and lifestyle content to appeal to travelers researching destinations
and planning future vacations. In January 2023, NextPlay spun the NextTrip business out to its founders to separate it from NextPlay’s
primary business. This resulted in NTG operating the NextTrip business, which was held in its wholly-owned subsidiary, NTH.

Acquisition
of Bookit.com Asset

Following
NTH’s separation from NextPlay, NTH acquired a travel platform, Bookit.com, in June 2022 to help power NTH’s proprietary
NXT2.0 booking technology. Pursuant to the terms of its asset purchase agreement, in exchange for a cash payment of $600,000, NTH acquired
the Bookit.com booking engine, customer lists, all content associated to hotel and destination product in the booking engine, including
pictures, hotel descriptions, restaurant descriptions, room descriptions, amenity descriptions, and destination information, and source
code related thereto (the “Purchased Assets”). The Purchased Assets included: (i) all permits and licenses related to the
purchased assets; (ii) all contracts and agreements of Bookit.com (the “Assumed Contracts”); and (iii) any goodwill related
to the Purchased Assets. Further to the APA, NTH agreed to assume any obligation or liability of Bookit.com, and any related claims,
whether asserted prior to or following the Purchased Assets, with the exception of: (i) all tax obligations and liabilities of any nature
arising in connection with or related to Bookit.com and/or the Purchased Assets prior to the closing date, and (ii) any post-closing
payment or performance obligations arising under the Assumed Contracts.

Recent
Developments

Launch
of JournyGO – Agentic AI-Powered Watch. Scan. Book. Go. Ecosystem

On
March 31, 2026, the Company launched JournyGO, its next-generation agentic AI-powered consumer engagement and booking ecosystem within
the Travel segment. JournyGO integrates immersive travel video (delivered through the Company’s JOURNY.tv Media segment platform),
the Company’s proprietary Promethean interactive overlay technology, dynamic travel packaging, and agentic AI assistance—supported
by live Travel Specialists when needed—to seamlessly move viewers from inspiration to confirmed travel bookings. JournyGO represents
the full commercial activation of our “Watch. Scan. Book. Go.” content-to-commerce strategy and is designed to drive Travel
segment bookings and Media segment advertising revenue directly from streaming content engagement.

12

Launch
of Travel Magazine Pro™

The
Company launched Travel Magazine Pro™, a category-defining platform within the Travel segment that reimagines how travel advisors
inspire, engage, and monetize demand in a world increasingly driven by digital discovery and real-time transactions. Travel Magazine
Pro™ equips travel advisors with a vertically integrated platform combining premium media, intelligent CRM, and embedded commerce,
enabling advisors to distribute editorial-quality travel content—destinations, itineraries, and curated journeys—fully embedded
with live, bookable inventory.

The
platform is powered by NextTrip’s connected trip technology and enhanced through licensed technology integrations with Worldia,
enabling dynamic packaging of flights, hotels, and experiences into flexible, real-time itineraries. Travel Magazine Pro™ incorporates
a robust attribution framework that tracks and links advisor-driven engagement to completed bookings across the customer journey, including
delayed or repeat bookings within defined attribution windows, enabling advisors to earn fees and commissions on transactions attributable
to their content and client interactions. Key platform capabilities include seamless in-content booking, dynamic customizable travel
packages, competitive pricing, high-margin commission structures across all travel components including air, and AI-driven personalization.
Travel Magazine Pro™ is now available to travel advisors nationwide.

Launch
of JOURNY App on Apple iOS

The
Company launched the JOURNY App on Apple iOS, expanding direct consumer access to JOURNY.tv travel programming on mobile devices. The
iOS app extends the JournyGO ecosystem to mobile viewers and supports the Company’s Media segment strategy of reaching travel audiences
across connected TV, mobile, and digital platforms.

GoUSA
TV Asset Purchase

On
February 2, 2026, NextTrip, Inc. entered into an Asset Purchase Agreement with The Corporation for Travel Promotion, doing business as
“Brand USA” (“Seller”), pursuant to which the Company agreed to purchase select content, brand rights, and distribution
assets (collectively, the “Assets”) of GoUSA TV, a travel streaming platform originally launched to showcase destinations
across the United States. GoUSA TV historically reached an estimated 200+ million viewers globally across connected TV, mobile applications,
and digital platforms, including Samsung TV Plus, LG Channels, Titan OS, and TCL International.

The
aggregate consideration under the Purchase Agreement is $350,000 in cash plus restricted shares of the Company with a value of $350,000
based on the weighted average price of the shares for the twenty consecutive trading days ending on the trading day two trading days
prior to closing. In addition, the Company will pay to Seller a royalty equal to 15% of the Company’s gross advertising revenue
from the exploitation of the acquired content rights during the three-year period beginning on the closing date. The Company has also
agreed, for a three-year period beginning on closing, to pay a royalty of 1% for every $100,000 in destination booking revenue directly
attributed to the acquired content, with a minimum quarterly payment of $30,000.

The
GoUSA TV assets are being integrated into JOURNY.tv within the Media segment. GoUSA TV content serves as a U.S.-focused demand-generation
layer within NextTrip’s broader media-to-commerce ecosystem.

KC
Global Media Joint Venture

In
July 2025, NextTrip entered into a joint venture with KC Global Media, a leading Asian entertainment network founded by former Sony executives,
to accelerate the international expansion of the JOURNY.tv Media segment platform into India, Southeast Asia, and Australia/New Zealand.
This initiative is intended to support regional distribution partnerships, advertising monetization opportunities, and localized content
strategies, while significantly expanding NextTrip’s global audience reach and strengthening top-of-funnel travel demand generation
for the Travel segment.

Acquisition
of TA Pipeline

On
August 6, 2025, the Company entered into a Membership Interest Purchase Agreement (the “TA MIPA”) with TA Pipeline LLC (“TA”)
and the members of TA (the “TA Members”), pursuant to which the Company purchased all of the issued and outstanding membership
interests of TA (the “TA Acquisition”). The TA Acquisition closed on August 6, 2025, resulting in TA becoming a wholly-owned
subsidiary of the Company operating within the Travel segment.

13

Pursuant
to the TA MIPA, as consideration for the TA Acquisition, the Company (i) paid the TA Members an aggregate of $443,168 in cash and (ii)
issued an aggregate of 96,774 restricted shares of Company common stock valued at $300,000, based on a price per share of $3.10. In addition,
the Company shall make an earnout payment equal to five percent (5%) of the net revenues generated by TA during the 12-month period after
the closing date, up to a maximum of $200,000, payable 50% in cash and 50% in restricted shares of Company common stock at $3.10 per
share.

In
addition, in the event that the fair market value of the Company’s common stock is less than $3.10 per share during the applicable
exercise period, each TA Member shall have a limited, one-time option to (i) require the Company to repurchase all or a portion of their
TA acquisition shares at $3.10, (ii) require the Company to issue additional shares to make the aggregate value equal to the original
aggregate value, or (iii) require the Company to pay the difference in cash between the base price and fair market value. The exercise
period commences upon the earlier of the date the shares first become eligible for public resale or the first anniversary of the closing
date.

On
February 24, 2026, the former TA Members submitted an exercise notice of their option to require the Company to repurchase all of their
TA acquisition shares. The Company believes that the former TA Members are in breach of their obligations under the Purchase Agreement
and therefore has declined to honor the exercise of the put option and has refused to purchase the shares. The parties are in discussions
to resolve the dispute; however, the outcome of such discussions is uncertain. The Company believes it has meritorious defenses and intends
to vigorously defend against any claims, as well as assert any and all counterclaims relating to the TA Members’ breach of their
obligations.

TA
Pipeline adds a customer base of large group travel organizers, integrates its customer pipeline into NextTrip’s NXT2.0 booking
technology and PayDlay financing tool, and creates cross-media leverage through JOURNY.tv and Travel Magazine Pro.

Acquisition
of Five Star Alliance

On
February 6, 2025, the Company entered into a Membership Interest Purchase Agreement (the “FSA Purchase Agreement”) with FSA
Travel, LLC (“FSA”), John McMahon, as Majority Member, and the other members of FSA. On February 10, 2025, the Company completed
an initial closing, purchasing a 49% ownership stake in FSA for $500,000 in cash plus 161,291 shares of Series O Nonvoting Convertible
Preferred Stock. On April 9, 2025, the Company exercised its option to acquire the remaining 51% of FSA’s membership units for
an additional $500,000 in cash plus 161,291 shares of Series O Preferred Stock, resulting in FSA becoming a wholly-owned subsidiary of
the Company within the Travel segment.

On
April 28, 2025, the parties determined that each of the four performance milestones under the FSA Purchase Agreement had been achieved,
and in satisfaction of those obligations, the Company paid the FSA Members an additional aggregate of $400,000 in cash and issued an
aggregate of 120,967 shares of Series O Preferred. In total, the Company paid aggregate cash consideration of $1,400,000 and issued an
aggregate of 443,549 shares of Series O Preferred to the FSA Members in connection with the acquisition of Five Star Alliance.

Founded
in 2004, Five Star Alliance is a premier luxury travel agency known for its curated collection of over 5,000 five-star hotels and resorts
worldwide, with an industry-leading 4.9-star Trustpilot rating and over 400,000 monthly site visitors. Five Star Alliance offers personalized
recommendations, high-end travel solutions, a proprietary booking engine, and established relationships with premium travel providers.

Blue
Fysh Share Exchange

On
February 24, 2025, the Company and Blue Fysh Holdings Inc. (“Blue Fysh”) entered into a share exchange agreement (the “BF
Share Exchange Agreement”) whereby Blue Fysh agreed to issue 82 restricted shares of its common stock to the Company, representing
a 10% interest in Blue Fysh, in exchange for 483,000 restricted shares of Series N Nonvoting Convertible Preferred Stock of the Company
at an issuance price of $5.00 per share. The BF Share Exchange closed on February 28, 2025. Blue Fysh is focused on digital and network
solutions connecting people to brands through thousands of digital installations in diverse environments across North America. The strategic
partnership with Blue Fysh is intended to expand audience reach by integrating JOURNY.tv, Travel Magazine, and NextTrip’s booking
platform with Blue Fysh’s digital out-of-home solutions, increase advertising revenue through combined media assets, and leverage
Blue Fysh’s strategic sales relationships on behalf of NextTrip’s Media segment.

14

JOURNY.tv
Asset Purchase

On
April 1, 2025, the Company entered into an asset purchase agreement with Ovation LLC (“Ovation”), pursuant to which the Company
purchased assets including trademarks, domains, apps, and certain distribution agreements related to Ovation’s JOURNY.tv business
for $300,000 in cash and 20,000 restricted shares of Company common stock. In connection with the acquisition, the Company and Ovation
also entered into a License Agreement pursuant to which Ovation granted the Company non-exclusive rights to exhibit JOURNY.tv programming
through FAST and Video On Demand channels. The aggregate non-refundable license fee payable over the term of the License Agreement is
$336,801.

NextTrip
Cruise Launch

On
March 27, 2025, NextTrip unveiled NextTrip Cruise, a fully integrated cruise booking engine within the Travel segment providing access
to over 10,000 sailings and 35 cruise partners. Travelers benefit from exclusive pricing, concierge service, and bundled packages that
include transfers, pre- and post-cruise stays, and expert travel support.

Changes
to the Board of Directors

On
July 14, 2025, the Company’s Board of Directors adopted a resolution to increase the size of the board from five to seven members
and appointed Bill Kerby, the Company’s Chief Executive Officer, and Andy Kaplan as directors to fill the newly created vacancies,
in each case effective July 17, 2025. Mr. Kerby shall serve as a Class II director of the Company, with his initial term expiring at
the Company’s 2026 Annual Meeting of Stockholders, and Mr. Kaplan shall serve as a Class III director, with his initial term expiring
at the Company’s 2027 Annual Meeting of Stockholders. Each of Messrs. Kerby and Kaplan will serve as a director for the balance
of their respective initial terms, and until his successor is elected and qualified, subject to his earlier death, resignation or removal.
Additionally, effective July 17, 2025, the Board appointed Mr. Kaplan to serve as a member of the Nominations & Governance Committee
of the Board.

Additionally,
in accordance with the Board Appointment Rights provided for in the Exchange Agreement, on July 14, 2025, the Company’s Board of
Directors appointed the NTH Appointees as directors, in each case effective July 28, 2025, at which time Salvatore Battinelli, Jacob
Brunsberg, Dennis Duitch and Kent Summers resigned as directors of the Company. Stephen Kircher shall serve as a Class I director, with
his initial term expiring at the Company’s 2028 Annual Meeting of Stockholders; Jimmy Byrd shall serve as a Class II director,
with his initial term expiring at the Company’s 2026 Annual Meeting of Stockholders; and Ms. Diges and Mr. Jiang shall each serve
as a Class III director, with their initial terms expiring at the Company’s 2027 Annual Meeting of Stockholders. Each of NTH Appointees
will serve as a director for the balance of their respective initial terms, and until his or her successor is elected and qualified,
subject to his or her earlier death, resignation or removal. Additionally, effective July 28, 2025 and as amended on March 3, 2026, the
Board appointed the NTH Appointees to serve on the following committees of the Board:

●
Audit Committee:
Carmen Diges (Chair), Stephen Kircher and Jimmy Byrd

●
Compensation Committee:
David Jiang (Chair), Stephen Kircher, Jimmy Byrd and Carmen Diges

●
Nominations & Governance
Committee: Andy Kaplan (Chair), David Jiang, and Carmen Diges

Facilities

Our
principal executive office is located at 3900 Paseo del Sol, Santa Fe, New Mexico 87507. The lease is on a month-to-month basis, and
can be terminated by either party at any time.

Human
Capital Resources

As
of May 28, 2026, we had 23 full-time employees and 18 independent contractors. We use independent contractors and temporary personnel
to supplement our workforce, particularly in the software development and technology tasks. Our employees are not represented by a labor
union, and we consider our employee relations to be very good. Competition for qualified personnel in our industry has historically been
intense, particularly for software engineers, developers, and other technical staff. Our human capital resources objectives include,
as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and additional employees. We strive to
provide competitive compensation and benefits for our employees. Our benefit programs include bonuses, stock-based compensation awards,
a 401(k) plan with employer matching, healthcare and insurance benefits, flexible paid time off and other employee assistance programs.

The
principal purposes of our equity incentive plans are to attract, retain and motivate selected employees, consultants and directors, through
the granting of stock-based compensation awards and cash-based performance bonus awards.

15

All
employees are responsible for upholding our Code of Ethics and Business Conduct, which is important in delivering on our strategy. We
maintain a compliance hotline for the confidential reporting of any suspected policy violations or unethical business conduct on the
part of our businesses, employees, officers, directors, suppliers, or customers.

Corporate
Information

The
Company was initially incorporated as Messidor Limited in Nevada on December 23, 1985, and changed its name to Framewaves Inc. in 2001.
On September 27, 2010, the name was changed to Sigma Labs, Inc. On May 17, 2022, Sigma Labs, Inc. began doing business as Sigma Additive
Solutions, and on August 9, 2022, changed its name to Sigma Additive Solutions, Inc. On March 13, 2024, we changed the Company’s
name to NextTrip, Inc. in connection with our reverse acquisition of NTH.

Our
principal executive offices are located at 3900 Paseo del Sol, Santa Fe, New Mexico 87507, and our current telephone number at that address
is (954) 526-9688. Our website address is www.nexttrip.com. The Company’s annual reports, quarterly reports, current reports on
Form 8-K and amendments to such reports filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act and other information
related to the Company, are available, free of charge, on that website as soon as we electronically file those documents with, or otherwise
furnish them to, the SEC. The Company’s website and the information contained therein, or connected thereto, are not and are not
intended to be incorporated into this Report.