What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-01-14 compared with 2025-10-15 · 342 added, 252 removed, 704 unchanged (46% of the section changed)

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Forward-looking

Quarterly Report on Form 10-Q for the quarter ended August 31, 2025 (this “Quarterly Report”) contains “Forward-Looking

Quarterly Report on Form 10-Q for the quarter ended November 30, 2025 (this “Quarterly Report”) contains “Forward-Looking

Statements.” All statements other than statements of historical fact are “Forward-Looking Statements” including but

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Changes in assumptions could materially affect whether an impairment is recognized and the amount of any impairment

is an early-stage, technology-driven travel company developing an integrated travel booking and media platform designed to connect

leisure, group and business travelers to the world.

Our travel booking platform is powered by our proprietary NXT2.0 booking engine,

which offers extensive inventory, supporting both travelers and distributors with a platform for curating personalized experiences

and efficient trip planning and booking.

We market our travel services through several core brands including NextTrip Vacations

(direct-to-consumer leisure travel), Five Star Alliance (luxury and cruise bookings) and NextTrip Business (small-to-mid-sized

corporate travel) and differentiate our platform through specialty features, including specialized widgets for groups (the

“Groups Platform”) and travel agents (the “Travel Agent Platform”), as well as PayDlay, a delayed payment

booking option.

Complementing our booking engine are our media properties, including Journy.tv and Travel Magazine, which provide

destination content that we believe will drive high-intention traffic into our booking funnel and, over time, constitute a separate

high-margin advertising revenue stream.

As part of streamlining our media assets, we merged Compass.tv into Journy.tv in July 2025

to create a unified offering of both FAST (Free Ad-Supported Streaming Television) and VOD (Video on Demand) assets.

integrating our media properties with our travel booking platform, our objective is to build a next-generation travel solution for

consumers, allowing them to better research and explore desired travel destinations.

To accomplish this, we have and will be using

content from ours and others’ media platforms featuring travel videos, blogs and articles along with access to curated travel

products from our strategic partnerships, all supported by our technology and call center agents.

Upon full integration of our

travel and media platforms, we believe our offers will both inspire and empower consumers to make informed choices when booking.

This contrasts with the existing online travel agency (“OTA”) model that focuses on volume bookings with little to no

service support.

reporting is considered a critical accounting policy because it requires management to exercise judgment in identifying operating segments,

determining how those segments are aggregated into reportable segments, and determining the information reviewed by our Chief Operating

Decision Maker (“CODM”) for purposes of allocating resources and assessing performance.

Our determination of reportable segments

is based on multiple factors, including the nature of the products and services offered, the types of customers served, the economic

characteristics of each business, and the manner in which financial information is reviewed by our CODM.

Our CODM is our Chief Executive

response to acquisitions and expanded business activities, during the third quarter of fiscal year 2026, our CODM requested changes in

the information that he regularly reviews for purposes of allocating resources and assessing performance.

This change was driven primarily

by acquisitions completed during fiscal year 2026, including FSA and TA Pipeline, which expanded our travel-related operations, and JOURNY.tv,

which expanded our media operations.

As a result of these changes, we updated our internal reporting structure and, beginning in the

third quarter of fiscal year 2026, we report our financial performance based on two reportable segments:

Travel and Media.

Travel segment provides travelers with a full range of travel services through our NXT2.0 booking engine, which offers extensive inventory

and a platform for curating personalized experiences and efficient trip planning and booking.

In addition, Five Star Alliance provides

luxury and cruise offerings, and TA Pipeline provides a group-travel agency platform for conferences, conventions, weddings, and affinity

Our Media segment consists of JOURNY.tv, a Connected TV Channel broadcast as Free Ad Supported Streaming TV (“FAST”)

and Advertising Video on Demand (“AVOD”) that specializes in travel, adventure, and culture-focused content, and Travel Magazine,

an online travel magazine that provides articles, tips, guides, and inspiration for travelers.

We leverage our media brands as strategic

tools to generate travel bookings by integrating content, marketing, and booking technology, as well as to generate advertising revenues

from third-party content.

primary measure of segment performance is Operating Income (Loss).

Operating Income (Loss) for the Travel and Media segments includes

direct expenses attributable to each segment, as well as allocations of certain expenses, primarily salaries and benefits, third-party

contractors, sales and marketing, and technology costs.

These allocations are based primarily on transaction volumes and other usage-based

Shared corporate expenses, including accounting, human resources, certain information technology costs, legal, audit, investor

relations, directors’ compensation, stock-based compensation expense, amortization of intangible assets, and corporate development

costs, are not allocated to the reportable segments and are included within Corporate.

the Travel and Media segments were newly formed during fiscal year 2026, the financial reporting framework supporting segment reporting

continues to evolve.

While the CODM currently uses Operating Income (Loss) in the monthly financial review process to assess segment

performance, he is continuing to review and refine the nature, level of detail, and frequency of the financial information provided in

order to determine how it will ultimately be used in decision-making, including resource allocation, budgeting, forecasting, and performance

As the segments mature, the metrics reviewed by the CODM, the cost allocation methodologies applied, and the presentation

of segment information may change to better reflect how the business is managed.

CODM does not regularly review asset information by segment, and as a result, depreciation and amortization are excluded from the segment

performance measure.

Accordingly, we do not report segment assets, as such information would not be meaningful.

change in reportable segments did not result from a change in accounting principle, but rather reflects a change in internal reporting

and management approach following fiscal year 2026 acquisitions and expanded business activities.

Segment information for prior periods

has been recast to conform to the current presentation to provide consistency and comparability across periods.

Any future refinements

to segment reporting will reflect changes in management’s internal reporting and decision-making processes rather than changes

in accounting principles.

When applicable, we will disclose such changes and recast prior-period segment information as necessary to

maintain comparability.

is an early-stage, technology-driven travel company developing an integrated travel booking and media platform designed to connect leisure,

group and business travelers to the world.

Our travel booking platform is powered by our proprietary NXT2.0 booking engine, which offers

extensive inventory, supporting both travelers and distributors with a platform for curating personalized experiences and efficient trip

planning and booking.

We market our travel services through several core brands including NextTrip Vacations (direct-to-consumer leisure

travel), Five Star Alliance (luxury and cruise bookings) and NextTrip Business (small-to-mid-sized corporate travel) and differentiate

our platform through specialty features, including specialized widgets for groups (the “Groups Platform”) and travel agents

(the “Travel Agent Platform”), as well as PayDlay, a delayed payment booking option.

Complementing our booking engine are

our media properties, including JOURNY.tv and Travel Magazine, which provide destination content that we believe will drive high-intention

traffic into our booking funnel and, over time, constitute a separate high-margin advertising revenue stream.

As part of streamlining

our media assets, we merged Compass.tv into JOURNY.tv in July 2025 to create a unified offering of both FAST (Free Ad-Supported Streaming

Television) and VOD (Video on Demand) assets.

integrating our media properties with our travel booking platform, our objective is to build a next-generation travel solution for consumers,

allowing them to better research and explore desired travel destinations.

To accomplish this, we have and will be using content from

ours and others’ media platforms featuring travel videos, blogs and articles along with access to curated travel products from

our strategic partnerships, all supported by our technology and call center agents.

Upon full integration of our travel and media platforms,

we believe our offers will both inspire and empower consumers to make informed choices when booking.

This contrasts with the existing

online travel agency (“OTA”) model that focuses on volume bookings with little to no service support.

Scale and Going Concern

are in the earliest stages of commercial operations.

are in the early stages of commercial operations.

to uncertainties regarding our ability to meet our current and future operating and capital expenses, there is substantial doubt about

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See “ Recent Developments – Acquisition of Five Star Alliance ” for more details on the transaction.

acquisition of TA Pipeline in August 2025 represents a significant milestone in NextTrip’s expansion of its Groups and MICE (Meetings,

acquisition of TA Pipeline in November 2025 represents a significant milestone in NextTrip’s expansion of its Groups and MICE (Meetings,

Incentives, Conferences, Exhibitions) vertical, an area with strong growth potential and margin contribution.

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opportunities to promote their products.

We also plan to introduce a multi-level rewards program that gives benefits for repeat

bookings, using different channels, and social interactions within the platform.

A planned group chat and sharing feature will let families,

friends, and corporate groups work together on itinerary changes in real time.

These developmental features are designed to encourage

customer loyalty and keep users engaged with NXT2.0.

We also plan to introduce a multi-level rewards program that gives benefits for repeat bookings,

using different channels, and social interactions within the platform.

A planned group chat and sharing feature will let families, friends,

and corporate groups work together on itinerary changes in real time.

These developmental features are designed to encourage customer

loyalty and keep users engaged with NXT2.0.

An AI-powered travel assistant is in development which is intended to provide recommendations,

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Strategy and Development of an Integrated Travel and Media Ecosystem

revenue strategy and business model focuses on integrating our Media and Travel divisions, offering users a comprehensive ecosystem designed

revenue strategy and business model focuses on integrating our Media and Travel segments, offering users a comprehensive ecosystem designed

to guide and support them throughout the travel experience.

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and may result in premium service fees added to the cost of booking, which represents direct revenue for us.

are building our own media and advertising ecosystem through Travel Magazine and Journy.tv.

These media platforms are designed to allow

users to explore and educate themselves on travel.

are building our own media and advertising ecosystem within our Media segment through Travel Magazine and JOURNY.tv.

These media platforms

are designed to allow users to explore and educate themselves on travel.

The revenue strategy in the media division is two-pronged:

(1) as the number of viewers/users

grows, it drives the advertising rates we can charge third-parties to promote travel products and services to our audience and (2) outside

of the direct advertising dollars generated from our media platforms which are expected to become a key driver of higher margin revenue

than those earned from travel product sales, as the audience grows it will provide additional opportunities for us to promote ours own

travel offerings to highly targeted viewers, thus lessening the need for spending significant marketing dollars through other mediums

to attract consumers.

as the number of viewers/users grows, it drives the advertising rates we can charge third-parties to promote travel products and services

to our audience and (2) outside of the direct advertising dollars generated from our media platforms which are expected to become a key

driver of higher margin revenue than those earned from travel product sales, as the audience grows it will provide additional opportunities

for us to promote ours own travel offerings to highly targeted viewers, thus lessening the need for spending significant marketing dollars

through other mediums to attract consumers.

drive this initiative, we have entered into partnerships with Travel Spike and Leap Media Group, respected leaders in the travel category

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and the members of TA (the “TA Members”), pursuant to which the Company purchased all of the issued and outstanding membership

interests of TA from the TA Members (the “TA Acquisition”), resulting in TA becoming a wholly-owned subsidiary of

interests of TA from the TA Members (the “TA Acquisition”), resulting in TA becoming a wholly-owned subsidiary of the Company.

The TA Acquisition closed on August 6, 2025.

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of Operations

Months Ended August 31, 2025 Compared to the Three Months Ended August 31, 2024

the three months ended August 31, 2025, we recognized revenue of $757,648, as compared to $154,498 in the same period in 2024, an increase

of $603,150, or 390%.

The increase was primarily due to group travel-related revenues, a consortia payment, and commission income generated

from Five Star Alliance (“FSA”) bookings.

cost of revenue for the three months ended August 31, 2025 was $592,073, as compared to $155,455 for the same period in 2024, an increase

Months Ended November 30, 2025 Compared to the Three Months Ended November 30, 2024

Three Months Ended November 30,

Revenue by segment

Total Revenue

increase in revenue for the three months ended November 30,2025 as compared to the same period in 2024 was primarily due to group travel-related

revenues, a consortia payment, and commission income generated from Five Star Alliance (“FSA”) bookings.

Additionally, our

Media segment generated $21,098 from direct advertising sales.

cost of revenue for the three months ended November 30, 2025 was $982,652, as compared to $76,751 for the same period in 2024, an increase

of $905,901, or 1,180.

The increase was primarily attributable to the increase in sales from the second quarter of 2025 as compared to

the second quarter of 2024.

gross margin for the three months ended August 31, 2025 was 21.9%, as compared to (0.6%) for the same period in 2024.

The increase was primarily attributable to the increase in sales from the third quarter of 2025 as compared to

the third quarter of 2024.

gross margin for the three months ended November 30, 2025 was 18%, as compared to (-3%) for the same period in 2024.

The improvement

in gross margin is primarily attributable to FSA travel bookings and group travel bookings.

total operating expenses for the three months ended August 31, 2025 were $3,368,452, as compared to $1,468,335 for the same period in

2024, an increase of $1,900,117, or 129%.

The increase was primarily attributable to stock options granted to the Company’s former

directors and an increase in professional services expenses, as further discussed below.

Non-cash expenses, primarily consisting of stock

based compensation, stock options granted to former directors, common and preferred shares issued to third parties for services, and

depreciation and amortization totaled $1,271,354, or 37.7% of our operating expenses for the three months ended August 31, 2025, and

$172,473, or 11.8% of our operating expenses for the same period in 2024.

and benefits costs were $695,538 for the three months ended August 31, 2025, as compared to $628,759 for the same period in 2024, an

increase of $66,779, or 11%.

The increase was comprised of:

(a) an increase in salaries of $43,823 due to the addition of two FSA employees

pursuant to the acquisition;

(b) an increase in taxes and benefits of $25,270;

and(c) an increase in SAR expense of $2,493;

these increases

were partially offset by a decrease in severance expense of $4,808.

compensation was $0 for the three months ended August 31, 2025, as compared to $13,841 for the same period in 2024, a decrease of $13,841

total operating expenses for the three months ended November 30, 2025 were $3,302,260, as compared to $1,771,411 for the same period

in 2024, an increase of $1,530,849, or 86%.

The increase was primarily attributable to an increase in professional services, an increase

in technology services, and an increase in depreciation and amortization expenses, as further discussed below.

Non-cash expenses, primarily

consisting of stock-based compensation, stock options granted to former directors, common and preferred shares issued to third parties

for services, and depreciation and amortization totaled $1,324,807, or 40% of our operating expenses for the three months ended November

30, 2025, and $189,716, or 11% of our operating expenses for the same period in 2024.

and benefits costs were $669,131 for the three months ended November 30, 2025, as compared to $690,524 for the same period in 2024, a

decrease of $21,393, or -3%.

The decrease was comprised of:

(a) a decrease in stock appreciation rights expense of $24,593 due to revaluation;

and (b) a decrease in salaries of $11,077 due to the replacement of two executive positions with international contractors whose costs

are now reflected in professional services.

These decreases were partially offset by an increase in payroll taxes and benefits expense

of $8,407, an increase in severance of $4,375 and an increase in commission expense of $1,497.

compensation was $0 for the three months ended November 30, 2025, as compared to $6,227 for the same period in 2024, a decrease of $6,227

as all outstanding options are fully vested and no new options were granted during the period.

incurred general and administrative costs of $31,736 during the three months ended August 31, 2025, as compared to $21,677 in the same

incurred general and administrative costs of $62,094 during the three months ended November 30, 2025, as compared to $31,533 in the same

period in 2024, an increase of $30,561, or 97%.

The increase was primarily the result of $12,110 in travel expenses incurred for a conference,

partially offset by a decrease in rent expense of $2,051.

incurred marketing costs of $174,444 during the three months ended August 31, 2025, as compared to $51,347 during the same period in

The increase of $123,097, or 240%, was due to increase in expenses associated with the enhancement of the Travel Magazine website

of $77,600 aimed at driving traffic and generating business across all of our brands, an increase in media consulting expenses of $27,410

due to the engagement of a social media influencer agency for Journy.tv, an increase in outside marketing services of $15,203, and an

increase in marketing and advertising expenses of $2,884.

incurred technology costs of $267,021 during the three months ended August 31, 2025, as compared to $141,022 during the same period in

The increase of $125,999, or 89%, was primarily attributable to:

(a) an increase in expenses in connection with Journy.tv of $98,599

for content licensing;

(b) an increase in dues and subscriptions expense of $11,101 primarily related to the integration of our new CRM

and business management system, Zoho One;

(d) an increase in information technology and computer expenses of $6,276;

and (e) an increase in software expenses of $333.

service fees incurred in the three months ended August 31, 2025 were $1,429,072, as compared to $372,027 incurred during the same period

The increase was primarily the result of:

(a) $17,013 for various compliance fees and

minimum payments associated with California state tax filings;

and (b) travel expenses incurred for multiple conferences of $13,039,

incurred marketing costs of $60,080 during the three months ended November 30, 2025, as compared to $30,529 during the same period in

The increase of $29,551, or 97%, was due to an increase in external marketing services of $19,039, an increase in media consulting

expenses of $14,739 due to the engagement of a social media influencer agency for JOURNY.tv;

partially offset by a decrease in email

marketing expenses of $4,227.

service fees incurred in the three months ended November 30, 2025 were $1,787,116 as compared to $517,760 incurred during the same period

in 2024, an increase of $1,269,356, or 245%.

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due to the renewal of existing contracts plus the addition of three new contracts;

(b) an increase in legal fees of $260,217 due to services

related to various regulatory filings and acquisitions;

(b) an increase in contract labor of $294,504 related

to JOURNY.tv and operations;

(d) an increase in contract labor related to Journy.tv and operations of $93,932;

(e) an increase in accounting expenses of $53,397 due

to technical accounting services related to the acquisition of FSA and Journy.tv.;

and (f) an increase in lending fees of $24,000 related

to bridge loan financings.

(d) an increase in

accounting expenses of $43,860 due to technical accounting services related to the acquisition of TA Pipeline.;

partially offset by a

decrease in lending fees of $37,000 related to bridge loan financings and a decrease in legal fees of $1,235.

Of the total professional

service fees of $1,787,116 for the three months ended November 30, 2025, $1,053,400, or 59%, were incurred as non-cash expenses.

incurred technology costs of $310,217 during the three months ended November 30, 2025, as compared to $227,845 during the same period

The increase of $82,372, or 36%, was primarily attributable to:

(a) an increase in expenses in connection with JOURNY.tv of

$45,735 for content licensing;

(b) an increase in dues and subscriptions expense of $39,204 primarily related to integration of a new

customer relationship management and business management system, Zoho One, as well as the addition of dues and subscription expenses

from the acquired businesses;

and (c) an increase in information technology services of $6,802 for outsourcing service work.;

offset by a decrease in cloud database expenses of $7,952 and a decrease in software license expenses of $1,417.

Organizational

costs for the three months ended August 31, 2025, were $470,105, as compared to $80,452 for the same period in 2024, an increase of $389,653.

The increase is primarily attributable to the issuance of stock options to former directors as compensation for their services.

and amortization expense for the three months ended August 31, 2025 was $216,625, as compared to $95,414 for the same period in 2024,

costs for the three months ended November 30, 2025, were $54,901, as compared to $40,030 for the same period in 2024, an increase of

$14,871, or 37%.

The increase is primarily attributable to compensation for one additional board member and a timing difference in the

annual meeting.

and amortization expense for the three months ended November 30, 2025 was $272,628, as compared to $148,803 for the same period in 2024,

an increase of $123,825, or 83%.

The increase was primarily due to commencing amortization of Journy.tv, and the FSA tradename

and software.

operating expenses were $83,911 for the three months ended August 31, 2025, as compared to $63,796 for the same period in 2024.

increase was primarily due to a timing difference in billing for D&O and other insurance of $14,572 and an increase in merchant processing

fees of $5,543, primarily related to TA Pipeline.

the three months ended August 31, 2025, we realized net other income of $304,722, as compared to net other expense of $64,227 in the

same period in 2024.

The increase in net other income of $368,949 was primarily due to a settlement agreement between NextTrip Group,

The increase was primarily due to commencing amortization of JOURNY.tv, and the FSA and TA Pipeline

tradename, software, and agreements.

operating expenses were $86,093 for the three months ended November 30, 2025, as compared to $78,160 for the same period in 2024.

$7,933 increase was primarily due to an increase in merchant processing fees of $27,771 primarily related to TA Pipeline;

partially offset

by a decrease in D&O insurance premiums of $17,931, and a decrease in other miscellaneous fees of $1,907.

the three months ended November 30, 2025, we realized net other expense of $190,784, as compared to net other expense of $236,302 in

the same period in 2024.

The decrease in net other expense of $45,518 was primarily due to a settlement agreement between NextTrip Group,

LLC and the Company related to the NextPlay Technologies, Inc.

promissory note receivable of $583,000, and the August 31, 2025 revaluation

of the derivative liability, which decreased the liability by $10,000, partially offset by (a) interest expense of $171,105 in connection

the amortization of the debt discount associated with bridge loans and (b) interest expense associated with notes payable and other expenses

dividends for the three months ended August 31, 2025 were $183,263 as compared to $10,688 for the same period in 2024.

The increase was

due to dividends paid to the holders of shares of Series L and Series M Preferred stock issued in connection with debt conversions in

December 2024 and February 2025.

the three months ended August 31, 2025, the net loss from continuing operations totaled $2,898,155, as compared to a net loss from continuing

operations of $1,533,519 for the same period in 2024 an increase of $1,364,636.

resulting in other income of $149,517, and the November revaluation of

the derivative liability, which decreased the liability by $40,000, partially offset by (a) interest expense of $88,459 in connection

the amortization of the debt discount associated with bridge loans;

(b) interest expense associated with notes payable and other expenses

and (c) loss on extinguishment of debt of $25,500.

dividends for the three months ended November 30, 2025 were $10,689, as compared to $10,688 for the same period in 2024.

Three Months Ended November 30,

Operating loss by segment

Total segment operating loss

Total Operating loss

$ (3,084,782 )

$ (1,773,527 )

the three months ended November 30, 2025, our operating loss totaled $3,084,782, as compared to an operating loss of $1,773,527 for the

same period in 2024, an increase of $1,311,255, or 74%.

The increase is due to the Media segment operating loss of $466,889, partially

offset by a decrease in the Travel segment operating loss of $179,248.

Additionally, the Corporate operating loss increased by $1,023,614.

the three months ended November 30, 2025, the net loss from continuing operations totaled $3,275,566, as compared to a net loss from

continuing operations of $2,009,829 for the same period in 2024 an increase of $1,265,737.

The operating loss component increased by

in 2025, partially offset by an increase in the other income component of $368,949.

net loss from discontinued operations for the three months ended August 31, 2025 was $0 as compared to $1,131 for the same period in

net loss applicable to common stockholders for the three months ended August 31, 2025, was $3,081,418, as compared to $1,545,338 for

$1,311,255 in 2025, partially offset by a decrease in the other expense component of $45,518.

net loss applicable to common stockholders for the three months ended November 30, 2025, was $3,286,255, as compared to $2,019,951 for

the same period in 2024, an increase of $1,266,304, or 63%.

The increase was primarily attributable to an increase in operating

loss from continued operations of $1,733,585 and an increase in preferred dividends of $172,575;

partially offset by an increase in other

income of $368,949 and a decrease in the loss from discontinued operations of $1,131.

Months Ended August 31, 2025 Compared to the Six Months Ended August 31, 2024

the six months ended August 31, 2025, we recognized revenue of $896,475, as compared to $343,291 in the same period in 2024, an increase

of $553,184, or 161%.

The increase was primarily due to group travel-related revenues, a consortia payment, and commission income generated

in connection with the Five Star Alliance luxury travel bookings.

cost of revenue for the six months ended August 31, 2025 was $691,994, as compared to $329,036 for the same period in 2024, an increase

The increase was primarily attributable to an increase in operating loss

from continued operations of $1,311,255, a decrease in gain on discontinued operations of $566;

partially offset by a decrease in other

expense of $45,518.

Months Ended November 30, 2025 Compared to the Nine Months Ended November 30, 2024

Nine Months Ended November 30,

Revenue by segment

Total Revenue

increase in revenue for the nine months ended November 30, 2025 as compared to the same period in 2024 was primarily due to group travel-related

revenues, a consortia payment, and commission income generated in connection with the Five Star Alliance luxury travel bookings.

our Media segment generated $26,751, primarily from direct advertising sales.

cost of revenue for the nine months ended November 30, 2025 was $1,674,646, as compared to $405,788 for the same period in 2024, an increase

of $1,268,858, or 313%.

The increase was primarily attributable to the increase in sales from the second quarter of 2025 as compared to

the second quarter of 2024.

gross margin for the six months ended August 31, 2025 was 22.8%, as compared to 4.2% for the same period in 2024.

The improvement in

gross margin is primarily attributable to FSA travel bookings and group travel bookings.

total operating expenses for the six months ended August 31, 2025 were $8,047,095, as compared to $3,435,948 for the same period in 2024,

an increase of $4,611,147, or 134%.

The increase was primarily attributable to stock options granted to former directors and an

increase in professional services expenses, as further discussed below.

The increase was primarily attributable to the increase in sales from the third quarter of 2025 as compared to

the third quarter of 2024.

gross margin for the nine months ended November 30, 2025 was 20%, as compared to 3% for the same period in 2024.

The improvement in gross

margin is primarily attributable to revenue from FSA travel bookings and group travel bookings which have higher margins than NextTrip

travel bookings.

total operating expenses for the nine months ended November 30, 2025 were $11,349,353, as compared to $5,207,359 for the same period

in 2024, an increase of $6,141,994 or 118%.

The increase was primarily attributable to stock options granted to former directors and

an increase in professional services expenses, as further discussed below.

Non-cash expenses, primarily consisting of stock-based compensation,

stock options granted to former directors, common and preferred shares issued to third parties for services, and depreciation and amortization

totaled $4,251,469, or 52.8% of our operating expenses for the six months ended August 31, 2025, and $544,571, or 15.9% of our operating

totaled $5,576,007, or 49% of our operating expenses for the nine months ended November 30, 2025, and $734,288, or 14% of our operating

expenses for the same period in 2024.

and benefits costs were $1,392,453 for the six months ended August 31, 2025, as compared to $1,255,511 for the same period in 2024, an

increase of $136,942, or 11%.

and benefits costs were $2,061,580 for the nine months ended November 30, 2025, as compared to $1,946,035 for the same period in 2024,

an increase of $115,545, or 6%.

The increase was comprised of:

(a) an increase in salaries of $69,637 due to the addition of two

Five Star Alliance employees pursuant to the acquisition;

(a) an increase in salaries of $58,560 due to the addition of two Five

Star Alliance employees pursuant to the acquisition;

(b) an increase in taxes and benefits of $54,562;

of $17,189 due to a revaluation in April 2025;

and (d) an increase in bonus and commission expense of $8,764;

partially offset by a decrease

in severance expense of $4,808.

compensation was $138,325 for the six months ended August 31, 2025, as compared to $30,235 for the same period in 2024.

and (c) an increase in bonus and

commission expense of $9,827;

partially offset by a decrease in SAR expense of $7,404.

compensation was $138,325 for the nine months ended November 30, 2025, as compared to $36,463 for the same period in 2024.

This increase

was due to a stock option grant to an employee that was fully vested on the date of the grant.

incurred general and administrative costs of $62,324 during the six months ended August 31, 2025, as compared to $49,231 in the same

of $101,862 was due to a stock option grant to an employee that was fully vested on the date of the grant.

incurred general and administrative costs of $124,418 during the nine months ended November 30, 2025, as compared to $80,764 in the same

period in 2024, an increase of $43,654, or 54%.

The increase was primarily the result of $21,460 in travel expenses incurred for conferences,

partially offset by a decrease in payroll services fees of $7,712 as a result of changing payroll service providers, lower license and

filing fees of $2,868, and lower rent expenses of $2,417.

incurred marketing costs of $264,479 during the six months ended August 31, 2025, as compared to $207,536 during the same period in 2024.

The increase of $56,943, or 27%, was for a consulting contract for marketing services of $75,744, increased Travel Magazine expenses

of $53,776 aimed at driving traffic and generating business across all of our brands, and an increase media consulting expenses of $27,410

due to the engagement of a social media influencer agency.

Partially offsetting the increase was a decrease of $88,560 in fees previously

incurred from a former media advertising firm, and a decrease in contract labor of $11,427 due to the completion of project-based initiatives.

incurred technology costs of $568,836 during the six months ended August 31, 2025, as compared to $325,691 during the same period in

The increase was primarily the result of (a) $39,129 in travel expenses incurred for

(b) an increase of $13,354 for various compliance fees and minimum payments for California state tax filings;

in office expenses of $4,695;

(d) an increase in telephone expense of $2,701;

and (e) an increase in penalties associated with California

State tax of $2,073;

partially offset by a decrease in payroll services fees of $10,084 as a result of changing payroll service providers,

and lower rent expenses of $8,214.

incurred marketing costs of $324,560 during the nine months ended November 30, 2025, as compared to $238,065 during the same period in

The increase of $86,495, or 36%, was for (a) an increase in a consulting contract for marketing services of $71,870;

(b) increased

Travel Magazine expenses of $53,776 aimed at driving traffic and generating business across all of our brands;

consulting expenses of $21,946 due to the engagement of a social media influencer agency;

(d) an increase in contract labor $7,612 due

to the completion of project based initiatives;

and (e) an increase in conference entrance fees of $2,005.

Partially offsetting the increase

was a decrease of $70,714 in fees previously incurred from a former media advertising firm.

service fees incurred in the nine months ended November 30, 2025 were $4,385,664, as compared to $1,413,660 incurred during the same

period in 2024, an increase of $2,972,004, or 210%.

This increase was a result of:

(a) an increase in investor relations expenses of

$1,637,258 due to renewal of existing contracts and the addition of six new investor relations firms;

(b) an increase in consulting fees

of $550,181 due to contracts for services related to business development;

and other operations;

(d) an increase in accounting expenses of $192,197 due to costs associated with technical accounting services related

to the FSA, JOURNY.tv and TA Pipeline acquisitions, as well as a required two-year audit and first quarter financial statement review

(e) an increase in legal fees of $164,577 due to services related to various regulatory filings and acquisitions;

increase in lending fees of $48,500 related to bridge loan financings.

Of the total professional service fees of $4,385,664 for the nine

months ended November 30, 2025, $2,293,336, or 52%, were incurred as non-cash expenses.

incurred technology costs of $879,053 during the nine months ended November 30, 2025, as compared to $553,536 during the same period

The increase of $325,517, or 59%, was primarily attributable to:

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$274,140 for content licensing;

(b) an increase in information technology and computer expenses of $11,715 primarily due to onboarding additional

employees and use of outsourced IT services;

CRM and business management system, Zoho One, partially offset by a decrease in marketing subscriptions;

and (d) an increase in software

expenses of $1,923 for hotel connections into the NextTrip database.

Partially offsetting these increases is a net decrease of $1,610

in cloud database expenses primarily related to updating legacy code to optimize compatibility with our hosting infrastructure.

service fees incurred in the six months ended August 31, 2025 were $2,598,548, as compared to $895,900 incurred during the same period

in 2024, an increase of $1,702,648, or 190%.

This increase was a result of:

(a) an increase in investor relations expenses of $851,425

due to renewal of existing contracts and the addition of three new investor relations firms;

(b) an increase in consulting fees of $381,889

due to contracts for services related to business development;

regulatory filings and acquisitions;

(d) an increase in accounting expenses of $148,337 due to costs associated with technical accounting

services related to the FSA, Journy.tv and TA Pipeline acquisitions, as well as a required two-year audit and first quarter financial

statement review for FSA;

(e) an increase in lending fees of $85,500 related to bridge loan financings;

and (f) and increase in contract

labor of $69,685 related to Journy.tv and other operations.

(b) an increase in dues and subscriptions of $41,455 due to the implementation of our new CRM and business

management system, Zoho One;

additional employees and use of outsourced IT services;

and (d) an increase in software expenses of $506 for hotel connections into the

NextTrip database.

Partially offsetting these increases is a net decrease of $9,563 in cloud database expenses primarily related to updating

legacy code to optimize compatibility with our hosting infrastructure.

Organizational

costs for the six months ended August 31, 2025, were $2,469,775, as compared to $109,189 for the same period in 2024, an increase of

The increase is primarily attributable to fully vested stock options granted to former directors.

and amortization expense for the six months ended August 31, 2025 was $423,274, as compared to $383,000 for the same period in 2024,

costs for the nine months ended November 30, 2025, were $2,524,676, as compared to $149,219 for the same period in 2024, an increase

of $2,375,457.

The increase is primarily attributable to fully vested stock options granted to former directors and compensation for

one additional board member.

Of the total organization costs of $2,524,676 for the nine months ended November 30, 2025, $2,368,709, or

94%, were incurred as non-cash expenses and primarily relate to stock options granted to former directors of the Company.

and amortization expense for the nine months ended November 30, 2025 was $695,902, as compared to $531,803 for the same period in 2024,

an increase of $164,099, or 31%.

The increase was primarily due to commencing amortization upon the product launch of our FAST network,

Journy.tv, and the FSA tradename and software.

operating expenses were $129,081 for the six months ended August 31, 2025, as compared to $179,655 for the same period in 2024.

decrease was primarily due to the reduced cost of D&O and other insurance costs of $37,695 and a net decrease in merchant processing

fees of $18,878 due to engaging a new merchant processor with lower rates.

the six months ended August 31, 2025, we realized net other income of $498,533, as compared to net other expense of $99,452 in the same

period in 2024.

The increase in net other income of $597,985 was primarily due to a settlement agreement between NextTrip Group, LLC

and the Company related to the NextPlay Technologies, Inc.

promissory note receivable of $1,123,245, and the August 31, 2025 revaluation

JOURNY.tv, and the FSA and TA Pipeline tradename, software, and agreements.

operating expenses were $215,175 for the nine months ended November 30, 2025, as compared to $257,814 for the same period in 2024.

$42,639 decrease was primarily due to the reduced cost of D&O and other insurance costs of $55,626 and a decrease in regulatory fees

partially offset by a net increase in merchant processing and bank fees of $21,382 due to the addition of TA Pipeline.

the nine months ended November 30, 2025, we realized net other income of $307,748, as compared to net other expense of $335,754 in the

same period in 2024.

The increase in net other income of $643,502 was primarily due to a settlement agreement between NextTrip Group,

LLC and the Company related to the NextPlay Technologies, Inc.

promissory note receivable of $1,282,761, and the November 30, 2025 revaluation

of the derivative liability which resulted in a decrease in the liability of $40,000, partially offset by;

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with bridge loans and (c) an increase in interest expense associated with notes payable and other expenses of $92,355.

dividends for the six months ended August 31, 2025 were $247,725, as compared to $21,376, for the same period in 2024.

The increase was

due to dividends paid to the holders of shares of Series L and Series M Preferred stock issued in connection with debt conversions in

December 2024 and February of 2025.

dividends for the nine months ended November 30, 2025 were $258,415, as compared to $32,063, for the same period in 2024.

was due to dividends paid to the holders of shares of Series L and Series M Preferred stock issued in connection with debt conversions

in December 2024 and February of 2025.

Nine Months Ended November 30,

Operating loss by segment

$ (1,110,007 )

Total segment operating loss

Total Operating loss

$ (10,927,394 )

$ (5,195,221 )

the nine months ended November 30, 2025, our operating loss totaled $10,927,394, as compared to an operating loss of $5,195,221 for the

same period in 2024 an increase of $5,732,173, or 110%.

The increase is due to the Media segment operating loss of $1,110,007, partially

offset by a decrease in the Travel segment operating loss of $426,227.

Additionally, the Corporate operating loss increased by $5,048,393.

net loss on the share of net earnings from the equity method investment was $11,307 due to losses incurred in FSA from March 1, 2025

through April 9, 2025 when the full acquisition was finalized.

net gain on discontinued operations for the six months ended August 31, 2025 was $0 as compared to $7,778 for the same period in 2024.

net loss applicable to common stockholders for the six months ended August 31, 2025, was $7,603,113, as compared to $3,534,743 for the

same period in 2024, an increase of $4,068,370, or 115%.

The increase was primarily attributable to an increase in operating loss from

continued operations of $4,420,921 and an increase in preferred dividends of $226,349, a loss on the 49% share of net earnings for the

equity method investee of $11,307, and a decrease in income from discontinued operation of $7,778, partially offset by an increase in

other income of $597,985.

net loss applicable to common stockholders for the nine months ended November 30, 2025, was $10,889,368, as compared to $5,554,694 for

the same period in 2024, an increase of $5,334,674, or 96%.

The increase was primarily attributable to an increase in operating loss

from continued operations of $5,732,173 and an increase in preferred dividends of $226.352, a loss on the 49% share of net earnings for

the equity method investee of $11,307, and a decrease in income from discontinued operation of $8344, partially offset by an increase

in other income of $643,502.

and Capital Resources

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our ability to continue as a going concern for 12 months from the date of the filing of this Quarterly Report,

of August 31, 2025, we had $1,837,654 in cash and a working capital deficit of $1,477,647, as compared to $1,062,367 in cash and a working

of November 30, 2025, we had $2,427,299 in cash and a working capital deficit of $750,124 as compared to $1,062,367 in cash and a working

capital deficit of $105,577 as of February 28, 2025.

Additionally, at August 31, 2025, the amount due under our related party line of

credit totaled $2,831,575.

Additionally, at November 30, 2025, the amount due under our related party line

of credit totaled $3,000,000.

the lack of significant revenue since inception, NextTrip has financed its operations primarily through the issuance of short-term promissory

notes, advances from related parties, and private placements of its securities.

the third quarter, we entered into a series of securities purchase agreements with private investors, whereby we raised $2,075,300 in

proceeds, as well as $387,000 in proceeds from the sale of short-term promissory notes.

May 6, 2025, we entered into a Line of Credit Agreement (the “MIP Line of Credit”) with Monaco Investment Partners II, LP

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made by the Trust to the Company (ii) and all outstanding indebtedness under the terms of the Trust Notes, totaling $645,000.

advances through August 2025 totaled $1,786,575, bringing the total outstanding principal at August 31, 2025 to $2,831,575.

From September

1, 2025 through September 10, 2025 additional advances totaled $168,425, and as of September 10, 2025 the outstanding principal balance

was $3,000,000, which is the maximum amount available under the MIP Line of Credit.

August 31, 2025, there were other outstanding short-term notes payable in the aggregate amount of $563,501, which had maturity dates

between September 15, 2025 and December 31, 2025.

to August 31, 2025, on September 10, 2025, the Company entered into securities purchase agreements (each a “Series Q Purchase Agreement”)

with Andy Kaplan and Jimmy Byrd, two of our independent directors, pursuant to which the Company issued and sold respectively, 31,250

and 50,000 restricted shares of newly designated Series Q Nonvoting Convertible Preferred Stock of the Company (the “Series Q Preferred”),

(the “Series Q Offering”) at a purchase price of $3.20 per share, resulting in proceeds to the Company of $260,000.

September 26, 2025, the Company sold a short-term promissory note to 1800 Diagonal Lending LLC in the aggregate principal amount of $269,000.

The note includes an OID of $37,000, and bears a one-time interest charge of 13%, which was applied on the issuance date to the principal.

The note is payable in five installments, with the first payment in the amount of $151,985 due on March 30, 2026, and the remaining four

equal installments of $21,484 are due on the 30 th of each of the next four successive months.

The note may be prepaid at any

time with no prepayment penalty.

Upon the event of default by the Company, any unpaid principal and interest may be converted to common

stock at the election of 1800 Diagonal Lending LLC.

On October 8, 2025, the Company entered into a securities

purchase agreement with Caesar Capital Group LLC, pursuant to which the Company issued and sold 62,500 shares of common stock at a purchase

price of $3.20 per share, resulting in total proceeds of $200,000.

advances through Additional advances through November 30, 2025 totaled $1,955,000, bringing the total amount advanced under the line

to $3,000,000 as of November 30, 2025, which is the maximum amount available under the MIP Line of Credit.

November 30, 2025, there were other outstanding short-term notes payable in the aggregate amount of $1,003,353, which had maturity dates

between December 15, 2025 and August 30, 2026.

to November 30, 2025, on December 19, 2025, the Company entered into securities purchase agreements with two private investors pursuant

to which the Company sold and issued 100,000 restricted shares of newly designates Series A Convertible Preferred Stock of the Company

at a purchase price of $3.00 per share, together with a warrant to purchase up to 50,000 shares of Common Stock at an exercise price

of $3.00 per share, resulting in gross proceeds to the Company of $300,000.

December 22, 2025, the Company entered into a Securities Purchase Agreement with an investor pursuant to which the Company agreed to

issue and sell, in a private placement 1,000,000 shares of the Company’s Common Stock, and common stock warrants (the “Warrants”)

to purchase 1,000,000 shares of Common Stock (the “Offering”).

The Offering resulted in gross proceeds of $3,000,000 before

deducting the placement agent’s fees and related offering expenses.

will need to raise additional funds through equity or debt financings or other means to support our on-going operations, increase market

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Cash Used in Operating Activities

cash used in operating activities from continuing operations totaled $470,283 during the six months ended August 31, 2025 as compared

cash used in operating activities from continuing operations totaled $2,450,860 during the nine months ended November 30, 2025 as compared

to $3,143,697 during the same period in 2024, a decrease of $692,837, or 22%.

the six months ended August 31, 2025, the net cash used in operating activities was the result of a net loss of $7,355,388 before payment

of preferred dividends, partially offset by changes in working capital of $2,149,102, and non-cash expenses of $4,736,003 related to

stock options issued to former directors totaling $2,368,709, employee stock-based compensation of $138,325, depreciation and amortization

the nine months ended November 30, 2025, the net cash used in operating activities was the result of a net loss of $10,630,953 before

payment of preferred dividends, partially offset by changes in working capital of $1,896,753, and non-cash expenses of $6,283,340 related

to stock options issued to former directors totaling $2,368,709, employee stock-based compensation of $138,325, depreciation and amortization

of $695,902, amortization of prepaid expenses of $2,376,669, amortization of debt discount of $648,585, a write-off of technology costs

of $19,550 related to an abandoned software implementation, and a loss on the extinguishment of debt of $95,600, partially offset by

a gain on the derivative liability of $10,000.

Changes in working capital were driven by an increase in deferred revenue of $2,000,939

related to the TA Pipeline acquisition, an increase in accounts payable and accrued expenses of $87,598, a decrease in prepaid expenses

of $206,382, and the assumption of the SBA EIDL loan from FSA of $98,532 partially offset by an increase in accounts receivable of $244,349.

the six months ended August 31, 2024, the net cash used in operating activities was the result of a net loss of $3,521,145 before preferred

dividends, partially offset by changes in working capital of $1,147,584, and non-cash expenses of $413,235 related to depreciation and

amortization of $383,000 and stock-based compensation of $30,235.

Changes in working capital were driven by a decrease in accounts receivable

of $22,881, a decrease in prepaid expenses of $96,051, and an increase in accounts payable and accrued expenses of $1,033,506, partially

offset by an increase in security deposits of $3,000 and a decrease in deferred revenue of $1,854.

a gain on the derivative liability of $50,000 and an increase in security deposits of $10,000.

Changes in working capital were driven

by an increase in deferred revenue of $1,537,998 related to the TA Pipeline acquisition, an increase in accounts payable and accrued

expenses of $329,052, a decrease in prepaid expenses of $281,216, and the assumption of the SBA EIDL loan from FSA of $98,358 partially

offset by an increase in accounts receivable of $349,871.

the nine months ended November 30, 2024, the net cash used in operating activities was the result of a net loss of $5,530,975 before

preferred dividends, partially offset by changes in working capital of $1,661,732, and non-cash expenses of $725,546 related to depreciation

and amortization of $531,803 and stock-based compensation of $36,463.

Changes in working capital were driven by a decrease in accounts

receivable of $18,329, a decrease in prepaid expenses of $152,452, and an increase in accounts payable and accrued expenses of $1,518,161,

partially offset by an increase in security deposits of $3,742 and a decrease in deferred revenue of $49,724.

Cash Used in Investing Activities

cash used in investing activities during the six months ended August 31, 2025 was $1,752,168, which compares to $389,568 of cash

used in investing activities during the same period of 2024, an increase of $1,362,600, or 349.8%.

The increase resulted

from $900,000 related to the acquisition of FSA, $300,000 related to the Journy.tv asset purchase and $443,168 related to the

acquisition of TA Pipeline LLC, partially offset by a decrease of $280,568 in capitalized software development costs.

cash used in investing activities during the nine months ended November 30, 2025 was $1,752,168, which compares to $468,751 of cash used

in investing activities during the same period of 2024, an increase of $1,283,417, or 274%.

The increase resulted from $900,000 related

to the acquisition of FSA, $300,000 related to the JOURNY.tv asset purchase and $443,169 related to the acquisition of TA Pipeline LLC,

partially offset by a decrease of $359,751 in capitalized software development costs.

Cash Provided by Financing Activities

cash provided by financing activities for the six months ended August 31, 2025 was $2,997,738 as compared to $2,120,317 for the same

cash provided by financing activities for the nine months ended November 30, 2025 was $5,567,960 as compared to $3,295,684 for the same

period in 2024.

The increase of $2,272,276, or 69%, was due to an increase in advances from related parties of $571,297 and proceeds

from private placements of $396,500, partially offset by a reduction in notes payable of $173,762.

from equity private placements of $2,271,800, partially offset by a reduction in notes payable of $570,821.

ability to continue to fund our working capital needs will be dependent upon the success of our efforts to generate revenues from our

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis