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Item 1. Business

2026-05-29 compared with 2025-05-29 · 535 added, 603 removed, 128 unchanged (90% of the section changed)

(the “Company,” “NextTrip,” “we,” “us” and “our”) 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”) and PayDlay, a delayed payment booking option.

Complementing our booking engine are our media properties, including

Journy.tv, Compass.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.

(the “Company,” “NextTrip,” “we,” “us” and “our”) is a technology-forward

travel and media company operating at the intersection of premium content and travel commerce.

We believe the travel industry is undergoing

a structural shift toward video-led discovery, personalized planning, and seamless booking experiences, where consumers increasingly

move from inspiration to transaction within connected digital environments.

Our strategy is designed to capture this shift.

combines premium travel content, global audience reach, proprietary booking technology, and concierge-supported travel services into

a unified ecosystem designed to guide consumers across the full travel journey—from inspiration and discovery to planning, booking,

and servicing.

market our travel services through several core brands, including NextTrip Vacations (direct-to-consumer leisure travel), Five Star Alliance

(luxury hotel and cruise bookings), and TA Pipeline (groups travel).

Our specialty platforms include PayDlay (a deferred payment booking

option), the Groups Platform (for destination weddings, conferences, and conventions), and the Travel Agent Platform.

Our Media segment

properties—JOURNY.tv, GoUSA TV content and platforms, the KCGM Joint Venture across Southeast Asia, and Travel Magazine—provide

destination content designed to drive high-intention traffic into our Travel segment booking platforms and generate independent advertising

we are at an early stage of commercial development and have only nominal revenues to date, our ability to implement our business plan

2 unchanged sentences

There can be no assurance that we will be able to do so.

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

allowing them to better research and explore desired travel destinations.

To accomplish this, we 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.

– Our Integrated Travel Booking Platform

the core of our business is our proprietary, direct-to-consumer NXT2.0 travel booking engine, which has been continually enhanced and

developed through a series of acquisitions of a variety of media and travel assets.

NXT2.0 powers several websites, including our main

leisure site, nexttrip.com, and fivestaralliance.com, our widgets for The Groups and Travel Agent Platforms, as well as providing travel

booking solutions for our media hubs, Journy.tv, travelmagazine.com and Compass.tv.

Scale and Going Concern

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.

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.

Integrated Content-to-Commerce Platform

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

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.

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.

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.

and Support – concierge and call center infrastructure supporting higher-value travel experiences and complex booking needs across

our Travel segment.

integrated approach is intended to create a seamless pathway we describe as “Watch.

Go.”, enabling consumers

to move from inspiration through our Media segment directly to booking discounted packages mirroring the watched Travel segment.

this model reduces customer acquisition costs over time by leveraging owned media audiences while also generating independent advertising

revenue from our Media segment.

operate and report our business in two segments:

(1) Travel and (2) Media.

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™.

– Core Booking Platform

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

them access to travel blogs, videos and concierge assistance to aid in planning travel, coupled with our proprietary booking platform

for the direct purchase of flights, hotels, vacation homes, cruise, tours, and other travel products.

Our content includes destination

guides, maps and travel tips, designed to help travelers plan memorable trips and book those trips on our travel platform.

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.

Star Alliance

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.”

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

See “Recent Developments - Acquisition of TA Pipeline.”

March 31, 2026, the Company launched JournyGO, our next-generation, agentic AI-powered consumer engagement and booking ecosystem.

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

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.”

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.

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.

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.

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 encompasses our content creation, audience development, media distribution, and advertising monetization operations.

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.

(Including GoUSA TV Integration)

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

February 2026, we acquired original content, brand rights, and distribution assets of GoUSA TV from Brand USA (The Corporation for Travel

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.

Developments—GoUSA TV Asset Purchase.”

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.

Developments—KC Global Media Joint Venture.”

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.

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.”

– Our Integrated Travel Booking Platform

of the Platform

to the COVID-19 pandemic, NextTrip (then known as Monaker Group) ran its travel business, which included the sale of vacation rentals,

and in particular, alternative lodging rentals (“ALRs”), to consumers through its proprietary booking engine (NXT1.0).

June 2022, NextTrip acquired the Bookit.com booking engine with a plan to integrate Bookit.com’s technology into NextTrip’s

existing booking platform to create NXT2.0.

The acquisition of the Bookit.com asset included the Bookit.com booking engine, customer

lists, all content associated with hotel and destination product in the booking engine, including pictures, hotel descriptions, restaurant

descriptions, room descriptions, amenity descriptions, destination information, and source code related thereto, as well as all contracts

and agreements of Bookit.com.

Previously, the acquired technology powered the Bookit.com business, a well-established online leisure

travel agent generating over $400 million in annual sales as recently as 2019 (pre-pandemic).

As part of the acquisition of the assets

of Bookit.com, NextTrip was not only able to acquire a proven technology platform that could be integrated with its core travel sectors,

but it was also able to secure the Bookit.com database with millions of past travelers and opt-in consumers.

The combination of technology

and infrastructure, travel contracts and property details and traveler data helped drastically accelerate NextTrip’s potential

capabilities.

2022, we have been focused on the integration of Bookit.com into the NXT2.0 technology platform, which serves as a base for current and

future technology projects as well as proprietary system enhancements, as well as the development of additional specialized features

and core brands.

One of the key areas of focus related to integrating application programming interfaces (“APIs”) into the

NXT2.0 technology platform.

This process involves first identifying travel providers, negotiating relevant contracts, obtaining API keys

and agreeing to terms of use.

NextTrip developers then write code to connect the APIs into the NXT2.0 platform, map and normalize the

relevant data and then complete the front-end user interface integration.

As part of the acquisition of the Bookit.com assets, NextTrip

was afforded access to approximately 250 third-party travel suppliers with previously developed APIs that gave Bookit.com access to these

significant travel products.

Although the relevant contracts were terminated when Bookit.com was closed during the COVID-19 pandemic,

NextTrip acquired all the data, tools and APIs to re-approach such travel providers for a seamless re-launch of previously existing product

offerings, which helped to accelerate NextTrip’s entry into a wide range of markets.

launched our platform in May 2023 with limited listings.

Since then, we have scaled by adding strategic product suppliers resulting in

over four million hotel properties, vacation rental homes and cruise products, giving NextTrip a comprehensive global leisure travel

inventory base.

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.

Products and Services

with many OTAs or booking engines in the travel industry, a travel booking platform is the technological foundation of the business.

The key to operating and scaling the NXT2.0 booking engine is to add inventory and products to the platform to generate sales and revenues

Inventory and product offerings are not all created equal and consist chiefly of (1) direct contracts, which are negotiated

directly with the travel provider and generally generate higher gross margins to the platform, and (2) third-party API content, which

is lower margin but can drastically broaden inventory and support the integration of specialty products and features which leads to cross-selling

and additional revenue to the Company.

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.

Direct Contract Strategy

initial focus was to negotiate direct connectivity and fixed base pricing contracts with hotels and travel suppliers and to integrate

the products into the NXT2.0 booking engine.

This allowed us to set our own pricing and control our margins for the leisure and vacation

travel products.

This flexibility affords us the opportunity to run specials on travel offerings that are highly competitive but will

require additional funding to support comprehensive marketing and awareness campaigns to attract new customers.

Until this happens, we

are working to target customers with low dollar marketing campaigns in the leisure travel space, as well as pursuing strategic partnerships

and specialized travel offerings (e.g.

Groups Platform), while maintaining competitiveness within our marketplace through adjustment

April 3, 2025, we announced once such direct partnership with Intimate Hotels of Barbados (“IHB”), a collection of over 35

independent hotels and vacation rentals.

NextTrip will serve as the official booking engine for IHB, providing a fully integrated travel

portal and customized packaging tools directly on the IHB website.

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.

Inventory Expansion and API Strategy

supplement the supply of higher margin direct inventory and to allow us to grow our specialized features, including business as well

as our Groups and Travel Agent platforms, we first started tapping into previously existing Bookit.com inventory and negotiated contracts

for travel products that can be imported to our NXT2.0 booking engine via API links over the last 12 to 15 months.

This inventory can

come in many forms with differing pricing models.

Major suppliers include Expedia (accessing their worldwide hotel product), Nuitée

(accessing both Hotel and Vacation Rental Homes), Global Distribution Systems (for access to luxury hotels and activities), and Signature

Vacations (via Five Star Alliance for access to all major cruise lines).

These established suppliers provide us with significant additional

content and product in our booking engine.

Although such products are not unique to NextTrip, we believe we have achieved the necessary

depth and breadth of travel market inventory (i.e.

over four million hotels and vacation rental homes worldwide as well as cruise and

vacation activities products) through these major suppliers to better utilize our specialty features and develop a foundation upon which

to further obtain and launch higher-margin direct inventory.

foundation of our inventory strategy began via the Bookit.com acquisition and access to Expedia’s worldwide hotel product and related

We continued that strategy recently with the announcement of a strategic partnership with Nuitée, a premier global hotel

API provider.

Through this collaboration, we are strategically integrating Nuitée’s extensive lodging portfolio, featuring

up to 1.5 million properties, into our travel booking platform.

further expanded our product offerings in the luxury travel and cruise industries with our recent 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.

Five Star Alliance offers personalized recommendations, high-end travel solutions, a proprietary booking engine

and established relationships with premium travel providers, resulting in an industry coveted 4.9-star Trustpilot rating.

These combined

offers have resulted in monthly site visits from over 400,000 viewers and are expected to align seamlessly with NextTrip’s technology-driven

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

supplement our higher-margin direct inventory and support our specialty platforms, we have integrated a series of third-party API relationships

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.

Product Offerings

offerings include a mixture of direct contracts and third-party API content which span leisure and business travel, alternative lodging,

wellness travel, and media solutions, engaging customers throughout their travel journey with both individual and packaged options.

of the key pillars of the NextTrip ecosystem is NextTrip Vacations, which is our core platform, powered by NXT2.0, delivering seamless

booking and customizable travel options across airlines, hotels, cruise, ground activities, and more.

NextTrip has enhanced its offerings

to include luxury travel products and services with the acquisition of Five Star Alliance, providing travelers with curated packages

and detailed trip planning information through an intuitive booking system and/or its concierge help desk.

Such additional product offering

highlights include:

Leisure – A robust booking engine providing customized vacation packages, flights, hotels, tours, wellness vacations, cruise

and group travel options.

Luxury & Business – Five Star Alliance provides access to over 5,000 luxury hotel properties worldwide featuring booking,

expense reporting, concierge services, and 24/7 support.

Cruises – a fully integrated cruise booking engine providing access to over 10,000 sailings and 35 cruise partners.

benefit from exclusive pricing, concierge service, and bundled packages that include transfers, pre- and post-cruise stays, and expert

travel support.

Solutions – A suite for product management and white-label solutions, including property management, vacation rentals,

and a portal to support travel agents – the Travel Agent Platform.

Media – Travel Magazine, Journy.tv and Compass.tv offering travelers inspiration and information through articles, videos,

and immersive digital experiences.

This will include personalized travel content for users to explore and share with friends and

Travel segment offerings span leisure, luxury, cruise, group, and business travel.

Key product offerings include:

Vacations – Our core leisure platform, powered by NXT2.0, delivering seamless booking and customizable travel options across

airlines, hotels, cruises, ground activities, and more.

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.

Cruise – A fully integrated cruise booking engine providing access to over 10,000 sailings and 35 cruise partners.

benefit from exclusive pricing, concierge service, and bundled packages including transfers, pre- and post-cruise stays, and expert travel

support, launched March 27, 2025.

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.

Magazine Pro – Our premium digital editorial, advisor engagement, and travel commerce platform designed for travel agencies,

advisors, and agents to compete online and offline.

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.

Platform Features

marketplace at nexttrip.com offers tools for browsing and comparing flights, hotels, tours, cruises, and activities.

Additionally, we

allow travelers to defer payments on select vacation packages with our proprietary PayDlay program.

PayDlay allows travelers to purchase

travel with a small deposit and make subsequent payments between purchase and the week before travel.

Registered NextTrip travelers can

manage bookings, receive updates on special offers, and subscribe to newsletters with travel tips and destination highlights.

is a priority, with rigorous content screening and Payment Card Industry compliance to safeguard customer information.

equips travelers with a seamlessly integrated planning and booking ecosystem that begins with inspiration and ends well after the trip

Within a personalized profile, users can explore a curated library of videos and editorial content tailored to their interests,

earmark preferred destinations and activities for future reference, and lean on a dedicated concierge team for travel planning support.

When it comes time to confirm arrangements, travelers may transact digitally through the platform’s intuitive booking engine or

speak directly with a call-center specialist, all while enjoying the flexibility of proprietary payment tools such as PayDlay, which

allows for manageable installments without compromising travel dates or inventory.

the individual traveler, NXT2.0 delivers distinct competitive advantages through exclusive supplier partnerships that unlock preferential

rates and targeted promotions.

Its robust technology stack seamlessly supports group bookings for both corporate and leisure itineraries

and offers a specialized interface for professional travel agents via the Travel Agent Platform, ensuring efficient management of complex,

multi-passenger reservations.

Comprehensive customer support persists from the moment of inquiry through the post-travel experience,

demonstrating NXT2.0’s commitment to end-to-end service excellence and sustained traveler satisfaction.

Travel Agent Platform has reached the minimum viable product stage of development by capitalizing on the former technology and relationships

from NextTrip’s Bookit.com booking engine acquisition as well as attracting significant new travel supplier partnerships through

Five Star Alliance.

These combined purchases have given NextTrip the needed product breadth to be able to launch a competitive travel

agent program by mid-year 2025.

The Company currently has over 150 travel agents helping with its beta testing.

Groups Platform initial version has been launched.

It provides users with a solution for more complex travel needs such as conferences,

conventions and destination weddings through our group’s widget.

This is an underserved and emerging market.

Initial results are

promising, as the Company completed several group bookings on the Groups Platform in the first 60 days from leads generated by Five Star

in Development

NextTrip executes its business model by increasing its inventory base and expanding key partnerships, it plans to launch a series of

additional features designed to benefit its users.

We intend to further integrate NextTrip’s media features with its booking system,

bringing together travel content and itinerary management in one interface.

The “My Journy” personalized travel-planning

magazine is intended to provide editorial features, destination information, and user-specific offers based on analysis of past searches

and bookings.

By including this content in the booking process, NXT2.0 aims to turn browsing into bookings more efficiently and give

suppliers better opportunities to promote their products.

also plans 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.

AI-powered travel assistant is in development which is intended to provide recommendations, price alerts and support, offering services

usually found in premium travel agencies in a digital format.

the initial launch of the Travel Agent Platform, NextTrip is continuing development on new tools for travel agents.

With new product

options like cruises, wellness retreats, and extra experiences, NXT2.0 aims to attract more leisure and business travelers.

These updates

are intended to boost user engagement, speed up bookings, and increase customer value, while giving NextTrip a competitive edge through

technology and personalized data.

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.

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.

and Infrastructure

websites are hosted using cloud services distributed globally across multiple regions.

Our system’s architecture has been designed

to manage increases in traffic through additional computing power without making software changes.

Our cloud services provide our online

marketplace with scalable and redundant Internet connectivity and redundant power and cooling to its hosting environments.

We use security

methods to ensure the integrity of our networks and protection of confidential data collected and stored on our servers.

We have developed

and use internal policies and procedures to protect the personal information of our travelers using our websites that we collect and

use as part of our normal operations.

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.

Integrated Media Solutions

addition to the key features, robust inventory, and focus on underserved market opportunities like groups and travel agent bookings,

a key differentiator benefiting the growth and development of our NXT2.0 booking engine is our media strategy which, when fully integrated

with NXT2.0, is intended to offer a comprehensive travel and media ecosystem designed to guide and support consumers throughout their

travel experience from inspiration to booking, to travel to sharing the journey on social media.

leverages its media brands—TravelMagazine.com, Compass.tv, and Journy.tv—as strategic tools to generate travel bookings by

integrating content, marketing, and booking technology as well as to generate advertising revenues for third-party content.

includes generating content marketing and inspiration, integrating booking opportunities into that content and generating feedback from

such advertising data to better target and identify travel interests and intent, which is intended to lead to growing brand trust and

authority and future partnerships and opportunities for sponsored advertising content.

combining engaging travel content with seamless booking technology and targeted marketing, NextTrip’s media brands serve as both

inspiration engines and direct booking channels.

This holistic approach helps capture travelers at every stage of the decision-making

process, ultimately driving more bookings through the NXT2.0 platform and independent advertising revenue.

Media Brands and Partnerships

TravelMagazine.com

is our media hub.

It is an online travel publication that provides articles, guides, tips, and inspiration for travelers.

features content on destinations, travel experiences, 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.

Coming soon is “My Bucket

List,” a platform where travelers can create and share personalized travel lists, supported by booking features and local insights.

and Journy.tv

was launched in Fall 2024, as an AVOD (Advertising-based Video on Demand) platform designed to provide streaming television content,

often focusing on live and on-demand programming.

Compass.tv offers over 1,200 hours of travel content including key travel influencers

with millions of followers.

April 2025, the Company acquired Journy.tv, a Free Ad-Supported Streaming TV (“FAST”) Channel that specializes in travel,

adventure, and culture-focused content.

It is designed for viewers who are passionate about exploring the world, learning about different

cultures, and experiencing unique destinations through high-quality video programming.

Journy.tv has contracts with key platforms including

Samsung TV Plus and Plex.

In combination, these platforms have 17 million viewers,

and will be combined with multiple influencers that have millions of additional followers on social media platforms.

These influencers

are being offered a new way to engage their audiences by using NextTrip travel offerings that can be customized to be highly complementary

to their adventures.

We will begin to target travel promotions on Journy.tv as well as destination centric vacation products on Compass.tv.

Additionally, the Company has launched Compass.tv Apps for iPhone and Android, as well as targeted expansion through dedicated CTV apps.

Using artificial intelligence, Compass.tv intends to personalize content, convert blogs into videos, and enable users to create their

own custom travel channels.

is our proprietary interactive video overlay platform which is intended to drive ad revenue and facilitate content-to-commerce integration.

The Company purchased a perpetual license from Promethean TV, Inc.

and is integrating this platform into Compass.tv and Travel Magazine’s

video content with interactive overlays that allow users to book travel directly from their screens.

December 2024, NextTrip announced its collaboration with Leap Media Group, a respected leader with over 35 years in TV advertising, media

planning and buying, to support the launch of advertising on Compass.tv by delivering branded entertainment content and advertising seamlessly

across its platform, supported by targeted media strategy designed to optimize revenue well delivering high quality content to travel

February 2025, the Company and Blue Fysh Holdings Inc.

(“Blue Fysh”) entered into a share exchange agreement creating minority

ownership positions between the entities, as part of their mutual efforts to work together to expand each company’s business opportunities.

See “ Recent Developments – Blue Fysh Share Exchange ” for more details on the transaction.

Fysh is focused on creating and implementing digital and network solutions that connect people to brands in the places they live, love

Blue Fysh has implemented thousands of digital installations in diverse environments, enabling media content clients to deliver

compelling marketing solutions that connect brands with consumers in high traffic environments.

strategic partnership between NextTrip and Blue Fysh is intended to focus on:

audience reach integrating NextTrip’s FAST Channel (Compass.tv), media platform (TravelMagazine.com), and travel products platform

(NextTrip.com) with Blue Fysh’s expertise in digital OOH solutions throughout North America;

advertising revenue by leveraging their combined media assets, to enhance their ability to broaden reach, deployment, and higher

expected advertising fees, providing greater value to advertisers and stakeholders;

sales efforts with NextTrip utilizing Blue Fysh’s strategic sales relationships to contribute advertising sales across NextTrip’s

media platforms;

Brand Awareness as a result of Blue Fysh’s media relationships and digital displays to help create flash marketing campaigns

to raise awareness of NextTrip and highlight NextTrip’s travel products and services as well as its media properties, Compass.tv,

Journy.tv and Travel Magazine.

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.

Interactive Platform

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.

Go.” ecosystem, providing the link

through which JOURNY.tv viewers in our Media segment can transact within our Travel segment in real time.

Strategy and Development of an Integrated Travel and Media Ecosystem

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

to guide and support them throughout the travel experience.

Presently, NextTrip generates revenue through two core methods:

travel bookings

and advertising revenue.

Bookings and Related Services

like many OTAs and travel platforms, can generate revenue through a variety of channels.

mix depends on the continued development of our platform, execution of our business model, partnerships, and the types of services we

offer at any given time.

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 product

supplier and the Company (as is the case with the majority NextTrip’s products) which allows the Company to set its own retail

pricing based upon market forces and a need to maintain a markup above its fixed cost.

Commission-based travel products are generally

lower margin than directly negotiated travel products.

flexibility of directly negotiated contracts affords the Company the opportunity to both run specials that are highly competitive but

result in low margins, or to simply adjust pricing to maintain competitiveness within its market.

Key factors that affect revenues and

profitability include competitive market pressures from other travel suppliers and distributors, variable contract terms, marketing budget

to create awareness, and seasonality.

travel bookings currently generate the majority of our nominal revenues.

This includes the sale of travel products such as airline tickets,

hotel rooms, and cruises as well as travel services such as travel insurance and ground activities.

While we believe this revenue can

be accelerated with an enhanced marketing budget, management has largely focused on supplements to its travel offerings by including

travel technology products such as our Travel Agent and Groups Platforms.

Additionally,

offering concierge-level customer support, trip planning assistance or other premium features can provide peace of mind and added convenience

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

Company is building its own media and advertising ecosystem through Travel Magazine, Journy.tv and Compass.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:

as the number of viewers/users grows, it drives the advertising rates the Company 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, but as the audience grows it will provide

additional opportunities for NextTrip to promote its 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, the Company has entered into partnerships with Travel Spike and Leap Media Group, respected leaders in the travel

category with decades of experience in TV advertising, media planning and buying.

Compass.tv is now equipped to deliver branded entertainment

content and advertising seamlessly across its platform, supported by targeted media strategy designed to optimize revenue well delivering

high quality content to travel enthusiasts.

of Integrated Revenue Model – Strategy and Current Status

the Company is still in the developmental phase of its commercial operations and has thus far realized only nominal revenues, the successful

execution of our business strategy is predicated upon our capacity to broaden and deepen our supplier base, cultivate and maintain a

robust customer network, and obtain adequate financing to underwrite our marketing initiatives and continued product development.

can be no assurance that we will be able to accomplish any of these objectives.

is in the early stages of development and roll out of its comprehensive travel and media model.

While the products introduced to date

(See above “ NXT2.0 Platform Features – Existing Features ”) are now functional and responsible for the current,

nominal revenue generation of the Company, the corresponding revenue streams are currently both small and unpredictable relative to the

established travel industry leaders.

our core marketing initiatives have been handicapped due to budget constraints, we have undertaken limited promotions focused on higher

margin products, in sought after vacation regions like Mexico and the Caribbean.

Recognizing these marketing budget restraints, we focused

our efforts on expanding our product offering globally with major suppliers, including Expedia and Nuitée, among others.

believes this was a critical step to allow for the launch and promotion of specialty travel services like NextTrip’s Groups Platform

destination weddings, conferences and conventions), NextTrip Travel Agents Platform and business-focused travel offerings.

types of programs require unique technologies, broad global inventory offerings, and specialized servicing.

Key to this development is

the fact that the platforms fall outside of the typical OTA business model, thereby justifying the supply of travel products from large

OTAs, which in turn supports our platforms while being mutually beneficial to both parties.

ability to capitalize on existing travel technology platforms is severely restricted due to the lack of funding to drive marketing programs.

Enhancements to the existing platforms along with the introduction of new programs under development (See above “ NXT2.0 Platform

Features – Features in Development ”) are needed to complete the model.

The timeline to complete these 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

Once fully functioning, we believe the model will deliver accelerated growth as its “conversion technology” focuses

on underserved areas in the travel sector utilizing platforms (i.e.

PayDlay, Groups bookings and Travel Agents) that are not well serviced

by the major travel industry leaders.

Additionally, we have introduced engagement and media solutions (i.e.

Journy.tv, Compass.tv and

Travel Magazine), allowing users to better plan future travel.

We believe a natural extension of providing users with media solutions

to assist with travel planning will further the development and growth of a NextTrip ecosystem.

This ecosystem is expected to assist

NextTrip in reducing external marketing expenditures while creating a new revenue channel from targeted and timely advertising designed

to assist users in their travel planning.

Upon completion of the NextTrip model, the Company expects to drive revenues from travel solutions

outside of the focus of major travel competitors as highlighted in the table below.

factors that affect revenues and profitability beyond securing access to inventory (whether wholesale, supplier-controlled or directly-negotiated)

include competitive market pressures from other travel suppliers and distributors, as well as the funding needed to enact a large enough

marketing budget to create awareness.

While marketing budget constraints have delayed the launch of an aggressive advertising campaign

designed to scale travel sales, the Company’s management addressed the issue by shifting focus to building an audience through

media platforms it could control.

This included the rebuilding of the Travel Magazine website as well as the launch of Compass.tv with

over 1,200 hours of travel content, both properties able to attract and harness content creators and influencers, each with several million

Key to engaging with these travel influencers was the exclusive license of the Promethean platform, due to be implemented

in the Company’s second fiscal quarter of 2026, which allows for targeted advertisements to be inserted as overlays onto video

The advertising does not interfere with viewing but enables sales of travel products complementary to the viewers selected programs,

including the potential to immediately make a booking.

This key feature means the Company, its influencers, viewers and advertisers all

benefit through a call to action, showcasing the right product at the right time.

accelerate viewership and distribution, the Company acquired Journy.tv in April 2025 from Ovation LLC.

The acquisition included original

travel shows, carrier agreements and a viewing audience of over 17 million travel enthusiasts in 2024.

By combining Compass.tv, Journy.tv

and Travel Magazine, NextTrip’s media division has a critical audience in the lucrative North American market, large enough to

attract endemic and programmatic advertisers.

Advertising revenue is expected to be further enhanced when the Promethean interactive

overlay technology is introduced, allowing users to transact on calls of action presented on the video stream.

media team benefits from a range of partners and vendors engaged in driving its potential advertising revenues, from online behemoths

such as Magnite to travel industry experts such as Leap Media and Travel Spike, providing both programmatic and direct advertising sales

around our channels.

As the number of viewers/users grows, it not only determines the CPMs (or advertising rates) the Company can charge,

but it should also provide additional opportunities for us to promote our own travel offerings to highly targeted viewers, thus lessening

the need for spending significant marketing dollars through other mediums to attract consumers.

Management believes the development of

this ecosystem not only affords access to travelers but also opens up a higher margin advertising revenue stream not previously available.

The Company is also engaging Save Your Day Films, a London-based production company celebrated globally for award-winning factual programming

and captivating travel content, as an in-house production partner to deliver exclusive content as part of Media strategy, driving traffic,

cross-promotional opportunities and licensing revenues.

order to capitalize on this recent acquisition, the team are engaging PR Firms like FINN, and marketing teams like Jungle Creations to

accelerate channel awareness and audience growth, while exploring opportunities for global distribution with other FAST channel providers

such as Vizio and Whale.tv.

each division can independently drive revenue through their respective channels, we intend to create additional value by bringing the

divisions together to create an engaging consumer-focused ecosystem.

Today, we have media and travel operations that largely run independently

but are working towards integrating the platforms to seamlessly move customers from one portion of the ecosystem to the next, with the

ultimate goal of influencing a travel purchase decision.

such, the key initiative the Company intends to focus on for the balance of 2025 is to complete technological integration between our

media and travel divisions.

While both divisions have reached a minimum critical mass levels to allow us to deploy programs, our ability

to grow our nominal revenues will be directly tied to leveraging our media audience through interactive technology, into our travel platforms

to deliver impactful and personalized travel solutions.

To accomplish this, we will need to complete the build out of a personalized

social media platform linking the media and travel products which will be called “My Journy”.

We believe this platform will

become the core of the NextTrip consumer base as it will provide users a platform where they can explore, share and seamlessly move from

one portion of the ecosystem to the next, with the ultimate goal of influencing a travel purchase decision.

we move into the future, NextTrip intends to add additional revenue streams, including more diversified, exclusive products from around

the world, niche travel segments, technology licensing and enhanced media advertising opportunities.

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

Segment Revenue

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.

Segment Revenue

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.

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.

of Integrated Revenue Model

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.

travel market is highly competitive and rapidly evolving.

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suppliers to look for viable alternatives that would diversify their business mix.

competition, which is strong and increasing, includes online and offline travel companies that target 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.

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 do 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 to compete for meaningful market share.

In some cases, competitors are offering more favorable

terms and improved interfaces to suppliers and travelers, which makes competition increasingly difficult.

Also, in some cases, we offer

larger, conglomerate wholesale product offerings like Expedia on our site for booking at a lower commission, which is common in the industry.

We also face competition for customer traffic on internet search engines and metasearch websites, which impacts our customer acquisition

and marketing costs.

experience seasonal fluctuations in the demand for our travel products and services.

For example, traditional leisure travel bookings

are generally the highest in the first three quarters as travelers plan and book their spring, summer and winter holiday travel.

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.

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.

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.

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.

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 the period 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).

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 includes the content of our websites, registered domain names, registered and unregistered trademarks, business

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We believe that our intellectual property is an essential asset of our business and that

our registered domain names and our technology infrastructure will give us a competitive advantage in the online market and arrangements

with attractions and tour operators.

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 in order to protect

our proprietary interests.

key proprietary software platforms and systems include our booking engine, NXT2.0, which we enhanced through our acquisition and subsequent

integration of the Bookit.com assets;

the group travel booking platform, which allows for efficient and streamlined travel planning and

booking for travel groups of five or more;

PayDlay technology, which allows travelers to book a trip for as little as $1.00 down and

pay over time with no interest;

Travel Magazine, which offers tools to create personalized travel using video, blogs, reviews, tourism

boards and planned AI planner;

and our FAST TV channels, Compass.tv and Journey.tv, which aim to inspire audiences by highlighting the

world’s best travel experiences and offering viewers a rich source of inspiration for planning their next journey.

ability to provide our services and any future 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 how or where we conduct our business, which

could damage our reputation, brands, global expansion efforts, ability to attract and retain employees and business partners, business,

and operating results.

Even if we comply with these laws and regulations, doing business in certain jurisdictions or violations of these

laws and regulations by the parties with which we conduct business runs the risk of harming our reputation and our brands.

that impact our business or our industry include:

Data Protection and Privacy :

We have policies and a global governance framework to comply with privacy laws that apply to our

business, meet evolving stakeholder expectations, and support business innovation and growth.

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 rights for consumers in California that will result in additional compliance complexity, risks, and costs.

jurisdictions globally have adopted or may adopt similar data protection regulations.

Some data protection and privacy laws afford consumers

a private right of action against companies like ours for certain statutory violations.

Regulation of the Travel Industry :

Our business is impacted by travel-related regulations such as local regulation of the use

of alternative accommodations.

Local jurisdictions around the world have instituted a variety of measures to address the issues of “overtourism”

and the impact of tourism on the climate.

As our business evolves, we expect to become subject to existing and new regulations.

some parts of our business are already subject to certain requirements of the US 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

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, which has resulted in increased compliance costs and complexities, including

those associated with the implementation of new or advanced internal controls.

We are also subject to payment card association rules

and obligations under our contracts with payment card processors, including the Payment Card Industry Data Security Standard, compliance

with which is complex and costly.

our registered domain names and technology infrastructure will give us a competitive advantage in the online market.

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:

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

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

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

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;

our owned FAST channel and global travel media network;

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

within video content.

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:

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.

states and international jurisdictions have adopted or may adopt similar data protection

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

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.

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

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as of the date of this Prospectus

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.

of a date six months after the closing date

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

Marketing program under “phase 2” has commenced.

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

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

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

Five groups have been contracted to use the Groups Platform.

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).

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

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

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

launch of PayDlay technology in the NXT2.0 system.

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

Contingent Shares, less the Exchange Shares issued at the closing of the Acquisition

The company has signed up more than 175 travel

agents to its Travel Agent Platform.

Commercial launch of PayDlay technology in the NXT2.0

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

PayDlay has been commercially launched.

Alternatively,

independent of the aforementioned milestones, for each month during the fifteen month period following the closing date in which $1,000,000

or more in gross travel bookings were generated by the combined company, to the extent not previously issued, the Contingent Shares would

be issuable up to the maximum Contingent Shares issuable under the Share Exchange Agreement.

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.

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”).

connection with the NextTrip Acquisition, the Company and Nasdaq determined that the issuance of Contingent Shares upon achievement of

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the initial listing application prior to the issuance of the Contingent Shares.

failure to obtain such approval in advance of the Contingent

Share issuance would have resulted in Nasdaq issuing the Company a delisting determination and commencing delisting proceedings with

respect to its common stock.

March 25, 2025, the Company received a letter from Nasdaq notifying the Company that it had approved the Company’s initial listing

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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 Share Exchange Agreement

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.”

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.”

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.

No additional shares are issuable pursuant to the Share Exchange Agreement as of the date of this Annual Report.

Share 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.

The NTH Representative (Mr.

Kerby) will be entitled to designate a replacement for one additional director of the Company upon achievement

of each of the milestones under the Share Exchange Agreement.

No such additional appointments have occurred to date.

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;

Diges and Mr.

each serve as a Class III director, with their initial terms expiring at the Company’s 2027 Annual Meeting of Stockholders.

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.

Monaker Group Business

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payment or performance obligations arising under the Assumed Contracts.

of JournyGO – Agentic AI-Powered Watch.

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.

Go.” content-to-commerce strategy and is designed to drive Travel

segment bookings and Media segment advertising revenue directly from streaming content engagement.

of Travel Magazine Pro ™

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.

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.

of JOURNY App on Apple iOS

Company launched the JOURNY App on Apple iOS, expanding direct consumer access to JOURNY.tv travel programming on mobile devices.

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.

TV Asset Purchase

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.

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.

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.

Global Media Joint Venture

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.

of TA Pipeline

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.

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.

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

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.

period commences upon the earlier of the date the shares first become eligible for public resale or the first anniversary of the closing

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

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.

of Five Star Alliance

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 included on the signature page thereto

McMahon together with such other members, collectively the “FSA Members”).

Pursuant to the FSA Purchase Agreement, on

February 10, 2025 (the “Initial Closing Date”), the Company purchased 9,608 membership units of FSA (equal to a 49% ownership

stake in FSA immediately after closing) (the “Initial Interests”) in exchange for the Company’s (i) payment of $500,000

in cash and (ii) issuance of 161,291 shares of newly designated Series O Nonvoting Convertible Preferred Stock of the Company (“Series

O Preferred”) to FSA.

In connection with, and as a condition to, the Initial Closing, the Company entered into employment agreements

McMahon and Courtney May, each of whom became employees of the Company as of the Initial Closing Date.

addition, subject to satisfaction of the conditions discussed below, the FSA Purchase Agreement provided the Company with an option (the

“Option”), in its sole discretion, to purchase the remaining 51% of the membership units from the FSA Members within 60 days

of the Initial Closing Date (the “Final Closing Date”), in exchange for (i) the payment by the Company to the FSA Members

of an aggregate of $500,000 in cash and (ii) the issuance of an aggregate of 161,291 shares of Series O Preferred to the FSA Members

(the “Final Closing”).

The Company’s Option was subject to, and contingent upon, satisfaction of the following conditions:

(i) the continued employment of Mr.

McMahon and Ms.

May by the Company, subject to limited exceptions, (ii) the completion of a $2,000,000

capital raise by the Company, and (iii) the continued operation of FSA by FSA’s existing management until the Final Closing Date.

April 9, 2025 (the “Final Closing Date”), upon FSA’s agreement to waive the capital raise condition to closing, the

Company exercised the Option and, in satisfaction of its obligations under the Purchase Agreement in connection with the Final Closing,

the Company paid the FSA Members an aggregate of $500,000 in cash and issued the FSA Members an aggregate of 161,291 shares of Series

As a result, as of the Final Closing Date, the Company acquired the remaining 51% of the membership units in FSA and FSA

became a wholly owned subsidiary of the Company.

addition to the above consideration, the FSA Purchase Agreement provided that the Company shall make additional payments to the FSA Members

upon achievement of certain milestones, as follows:

payment of $100,000 in cash and the issuance of 32,258 shares of Series O Preferred at such time as FSA shall have Travel Bookings

of Travel Products for five groups by FSA, the commissions to FSA for which are scheduled to be collected after the Final Closing;

payment of $100,000 in cash and the issuance of 32,258 shares of Series O Preferred at such time as FSA shall have Travel Bookings

of cruise related Travel Products, the gross cumulative cost of which to the customers is greater than or equal to $25,000 and the

commissions for which are scheduled to collected after the Final Closing;

payment of $100,000 in cash and issuance of 32,258 shares of Series O Preferred at such time as FSA shall deliver all necessary passcodes

to allow NextTrip full remote access to the FSA booking engine for use by NextTrip;

payment of $100,000 in cash and issuance 32,258 shares of Series O Preferred at such time as FSA shall have Travel Bookings for Travel

Products, the cumulative gross cost of which to the customers is greater than or equal to $1 million and the commissions for which

are scheduled to be collected after the Final Closing.

April 28, 2025, the parties determined that each of the foregoing milestones had been achieved, and in satisfaction of its obligations

under the FSA Purchase Agreement, the Company paid the FSA Members an aggregate of $400,000 in cash and issued the FSA Members an aggregate

of 120,967 shares of Series O Preferred.

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.

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.

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.

Fysh Share Exchange

February 24, 2025, the Company and 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 ten percent (10%) interest

in Blue Fysh, in exchange for 483,000 restricted shares of Series N Nonvoting Convertible Preferred Stock (the “Series N Preferred”)

of the Company at an issuance price of $5.00 per share (the “BF Share Exchange”).

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.

The parties entered into the BF Share Exchange Agreement, creating minority ownership positions between the entities, as part

of their mutual efforts to work together to expand each company’s business opportunities.

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.

Asset Purchase

April 1, 2025, the Company entered into an asset purchase agreement (the “Journy.tv Purchase Agreement”) with Ovation LLC

(“Ovation”), pursuant to which the Company purchased assets, including without limitation trademarks, domains, apps and certain

agreements, and assumed certain liabilities related to Ovation’s Journy.tv business (the “Journy.tv Acquisition”).

The Journy.tv

Acquisition closed on April 1, 2025.

to the Journy.tv Purchase Agreement, as consideration for the Journy.tv Acquisition, the Company paid Ovation $300,000 in cash at closing

and issued Ovation 20,000 restricted shares of Company common stock.

connection with the Journy.tv Acquisition, on April 1, 2025, the Company and Ovation also entered into a License Agreement (the “License

Agreement”), pursuant to which Ovation granted the Company the non-exclusive right, throughout the territories and for the term

set forth therein, to exhibit, promote, market, advertise, publicize and/or otherwise exploit the programs listed in the License Agreement

in the media of (i) FAST via the Journy.tv Channel and (ii) Video On Demand via the Journy.tv Channel.

Pursuant to the License Agreement,

Ovation shall not license any unaffiliated third party the right to exhibit certain of the programs subject to the License Agreement,

and shall not use certain of the programs subject to the License Agreement on its owned or operating streaming platforms (subject to

certain exceptions).

As consideration for the rights granted under the License Agreement, the Company agreed to pay Ovation an aggregate

non-refundable license fee of $336,801, as follows:

April 30, 2025

July 31, 2025

October 31, 2025

January 31, 2026

April 30, 2026

July 31, 2026

October 31, 2026

January 31, 2027

April 30, 2027

July 31, 2027

October 31, 2027

Partnership with Intimate Hotels of Barbados (IHB)

April 3, 2025, NextTrip entered into a strategic partnership with IHB, a collection of over 35 independent hotels and vacation rentals.

NextTrip will serve as the official booking engine for IHB, providing a fully integrated travel portal and customized packaging tools

directly on the IHB website.

Cruise Launches, Offering Seamless Cruise Booking Experience

March 27, 2025, NextTrip unveiled 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 that include transfers, pre-

and post-cruise stays, and expert travel support.

principal executive offices are located at 3900 Paseo del Sol, Santa Fe, New Mexico 87507.

The lease has a 6-month term, which ends on

June 30, 2025.

The landlord can terminate the lease upon 30 days written notice and the Company can terminate the lease upon 45 days

written notice.

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

Cruise Launch

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.

to the Board of Directors

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.

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;

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

Andy Kaplan (Chair), David Jiang, and Carmen Diges

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.

Capital Resources

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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-K

Item 1. Business