NextTrip, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic and current reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Our Chief Executive Officer and our Chief Financial Officer, after evaluating our “disclosure controls and procedures” (as defined in Exchange Act Rules 13a 15(e) and 15d 15(e)) as of February 28, 2026 (the “Evaluation Date”), have concluded that as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, where appropriate, to allow timely decisions regarding required disclosure. Changes in Internal Controls Over Financial Reporting There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 50 Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework, management has concluded that our internal control over financial reporting was effective as of February 28, 2026. We continuously seek to improve and strengthen our control processes to ensure that our controls and procedures are adequate and effective. Any failure to implement and maintain improvements in the controls over our financial reporting could cause us to fail to meet our reporting obligations under the SEC’s rules and regulations. Any such failure could also cause investors to lose confidence in our reported financial information, which could have a negative impact on the trading price of our common stock. This Report does not include an attestation report of the Company’s registered independent public accounting firm regarding internal control over financial reporting, which is not required for smaller reporting companies. Inherent Limitations on Effectiveness of Controls Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. ITEM 9B. OTHER INFORMATION Rule 10b5-1 Trading Arrangements During the three months ended February 28, 2026, no director or officer of the Company adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as such terms are defined under Item 408(a) of Regulation S-K). ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 51 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. Executive Officers The following table sets forth the name, age and position of each of our executive officers as of May 28, 2026: Name Age Position William Kerby 68 Chief Executive Officer John McMahon 62 Chief Operating Officer, Travel Division Frank Orzechowski 66 Chief Financial Officer, Treasurer and Corporate Secretary William Kerby has served as our Chief Executive Officer since December 29, 2023. Mr. Kerby has over two decades of experience in the travel and media industries, and approximately a decade of experience in the financial industry. He acted as the architect of the NextTrip model, overseeing the development and operations of the Travel, Real Estate and Television Media divisions of the company. From January 2023 to December 2023, Mr. Kerby served as the Chief Executive Officer of NextTrip Group, LLC. Mr. Kerby served as the Co-Chief Executive Officer of NextPlay Technologies, Inc. (formerly Monaker Group, Inc.) from September 2021 to January 2023. From July 2008 to September 2021, Mr. Kerby was the Chief Executive Officer of Monaker Group, Inc. During that time, Mr. Kerby also served as Chief Executive Officer of NextPlay Media from 2009 through 2020 as well as the Chief Executive Officer of the company’s real estate holding Verus International, Inc. (formerly Realbiz Media Group, Inc.) from October 2012 until August 2015 and on the board of directors until April 2016. From April 2002 to July 2008, Mr. Kerby served as the Chief Executive Officer of various media and travel entities that ultimately became part of Extraordinary Vacations Group. Operations included Cruise & Vacation Shoppes, Maupintour Extraordinary Vacations, Attaché Travel and the Travel Magazine - a TV series of 160 travel shows. From February 1999 to April 2002, Mr. Kerby founded and managed Travelbyus, which was a publicly- traded company on the Toronto Stock Exchange and Nasdaq Small Cap Market. The launch included an intellectually patented travel model that utilized technology-based marketing to promote its travel services and products. Mr. Kerby negotiated the acquisition and financing of 21 companies encompassing multiple tour operators, 2,100 travel agencies, media that included print, television, outdoor billboard and wireless applications and leading-edge technology in order to build and complete the Travelbyus model. The company had over 500 employees, gross revenues exceeding $3 billion and a market cap of over $900 million. From June 1989 to January 1999, Mr. Kerby founded and grew Leisure Canada, a company that included the Master Franchise for Thrifty Car Rental British Columbia, TravelPlus (a nationwide Travel Agency), Bluebird Holidays (an international tour company with operations in the U.S., Canada, Great Britain, France, South Africa and the South Pacific) and Canadian Traveler (a travel magazine). Leisure Canada was acquired in May 1998 by Wilton Properties, a Canadian company developing hotel and resort properties in Cuba. From October 1980 through June 1989, Mr. Kerby worked in the financial industry as an investment advisor. Mr. Kerby graduated from York University with a Specialized Honors Economics degree. John McMahon has served as Chief Operating Officer, Travel Division since February 7, 2025. He brings 28 years of experience in consumer and trade travel media. For the past seven years, Mr. McMahon served as the Chief Executive Officer and majority shareholder of Five Star Alliance, a leading travel agency known for its curated collection of over 5,000 five-star hotels and more than 35 cruise lines. In 2018, he successfully led a management buyout of Five Star Alliance from Questex Media and Shamrock Capital. From 1997 to 2018, Mr. McMahon held various leadership roles over a 20-year tenure at Questex Media. As Executive Vice President of the Travel & Hospitality Group, he oversaw global travel media and event assets including Travel Agent Magazine, Luxury Travel Advisor, Premier Hotel & Resorts, Travel Agent University, Ultra Summit, Global Meeting & Incentive Travel Exchange, Hotel Management, Hotel Design, and the International Hotel Investment Forums. He was instrumental in transitioning traditional media and event properties into high-margin digital platforms. Earlier in his career, from 1987 to 1997, Mr. McMahon worked at a trade media company, Putman Publishing. He has served on multiple advisory boards, including the Starwood Hotels Luxury Board and Fairmont Hotels & Resorts. Mr. McMahon served on the Cystic Fibrosis Board Directors-New York Chapter from 2001 to 2019. Mr. McMahon holds a Bachelor of Science degree in Education (B.S.Ed.) from Rider University. Frank Orzechowski has served as our Chief Financial Officer, Treasurer, principal accounting officer, principal financial officer, and Corporate Secretary since July 1, 2019. Prior to joining the Company, Mr. Orzechowski served as the Chief Financial Officer of StormHarbour Partners LP, an independent global markets and financial advisory firm since September 2013. From May 2013 to August 2013, Mr. Orzechowski served as a contract Chief Financial Officer for Etouches Inc., a cloud-based event management software company, to assist with financial matters in connection with that company’s planned equity financing. Prior to that, he served as President and Owner/Operator of Four-O Technologies Inc. from August 2009 to December 2012, where he successfully launched and guided operations for two Cartridge World franchise units in Connecticut. From February 2006 to July 2009, Mr. Orzechowski served as President and Chief Financial Officer of Nikko Americas Holding Company Inc., where he was responsible for managing all of the support and infrastructure for that company’s U.S. business, as well as investment manager selection and due diligence functions for its World Series Platform. Mr. Orzechowski began his career at Coopers & Lybrand in 1982, received his CPA certification in 1984 and received his Bachelor of Science in Business Administration with a major in Accounting from Georgetown University in 1982. 52 Board of Directors and Corporate Governance The following table sets forth the names, ages as of May 28, 2026, and certain other information regarding our directors: Directors Class Age Position Director Since Current Term Expires Donald P. Monaco I 73 Chairman of the Board and Director 2023 2028 Stephen Kircher (1) I 72 Director 2025 2028 William Kerby II 68 Director 2025 2029 Jimmy Byrd (1) II 65 Director 2025 2029 Carmen Diges (2) III 56 Director 2025 2027 David Jiang (3) III 61 Director 2025 2027 Andy Kaplan (4) III 65 Director 2025 2027 (1) Member of our Audit Committee and Compensation Committee. (2) Member of our Audit Committee, Compensation Committee, and Nominating and Governance Committee. (3) Member of our Compensation Committee and Nominating and Governance Committee. (4) Member of our Nominating and Governance Committee. Directors Donald P. Monaco has served as Chairman of our Board of Directors since December 29, 2023. Mr. Monaco has approximately three decades of experience as an international information technology and business management consultant. Mr. Monaco founded and owned Monaco Air Duluth, LLC, a full service, fixed-base operator aviation services business at Duluth International Airport in Duluth, Minnesota, serving airline, military, and general aviation customers in November 2005, which he sold in April 2025. Between January 2009 and May 2025, he was appointed and reappointed by Minnesota Governors to serve as a Commissioner of the Metropolitan Airports Commission in Minneapolis-St. Paul, Minnesota, and served as Chairman of the Operations, Finance and Administration Committee. Mr. Monaco was also the President and Chairman of the Monaco Air Foundation, Treasurer of Honor Flight Northland, Treasurer of the Duluth Aviation Institute, and a member of the Duluth Chamber of Commerce Military Affairs Committee. Mr. Monaco previously worked as an international information technology and business management consultant with Accenture in Chicago, Illinois for 28 years, and as a partner and senior executive for 18 of such years. From August 2011 to January 2023, Mr. Monaco served as a member of the board of directors of NextPlay (known as Monaker prior to June 2020), where he served as chairman of the board of directors from August 2018 to June 2021 and as co-chairman of the board from June 2021 to December 2021. He previously served as a director at Republic Bank in Duluth, Minnesota from May 2015 until October 2019. He also served on the Verus International, Inc., formerly RealBiz Media Group, Inc., board of directors from October 2012 until April 2016, serving as chairman of the board from August 2015 to April 2016. Mr. Monaco holds Bachelor’s and Master’s degrees in Computer Science Engineering from Northwestern University. Our Board of Directors believes that Mr. Monaco is qualified to serve as a member of our Board on the basis of his deep understanding of information technology, early-stage business growth strategies, and business acquisitions, as well as his background and extensive company management and leadership experience. Stephen Kircher has served on our Board since July 28, 2025. He currently serves, and since 2016 has served, as Chairman and Chief Executive Officer of Kircher Holdings LLC, a family office with a diverse investment portfolio. Kircher Holdings owns, through trust, the Frangipani Beach Resort, a boutique hotel in Anguilla, British West Indies, and Borgo San Vincenzo, a boutique hotel in Tuscany, Italy. In addition to his leadership at Kircher Holdings, Mr. Kircher serves as a director on the Board of Directors of ReviverMX, Inc., the world’s first digital license plate and connected vehicle platform company. Mr. Kircher’s business background includes leading several high-growth companies. He previously served as a consultant and as Chairman & Chief Executive Officer of Solar Power, Inc. (“SPI”), where he grew the company from startup to over $100 million in annual revenues before leading a strategic sale of the company to LDK Solar, Ltd. Before SPI, Mr. Kircher served as Chairman and Chief Executive Officer of International DisplayWorks, Inc., a publicly traded company headquartered in China. Under his leadership, the company expanded to over 3,500 employees and $300 million in revenues, ultimately achieving a successful sale to Flextronics International. Mr. Kircher holds a Bachelor of Arts degree from the University of California, San Diego. 53 Our Board believes that Mr. Kircher is qualified to serve on our Board on the basis of his deep experience in the travel industry as well as his background and extensive company management and leadership experience. William Kerby was appointed to our board of directors effective July 17, 2025. Mr. Kerby serves as our chief executive officer. His biography is set forth above under the section entitled “Management.” Our Board believes that Mr. Kerby is qualified to serve on our Board on the basis of his deep experience in the media and travel industries. Jimmy Byrd has served on our Board since July 28, 2025. He has over two decades of operational and corporate development leadership, particularly in North American infrastructure and communications, and has been instrumental in scaling complex businesses across the U.S. and Canada. Mr. Byrd currently serves, and has served for the past three years, as Executive Vice President, Corporate Development at Ledcor Group, where he leads the execution of the company’s growth strategy across Canada and the United States. In addition, Mr. Byrd currently serves, and has served since 2004, as President of Ledcor Technical Services, where he has played a key role in building and expanding the company’s communications infrastructure business, which is responsible for deploying and maintaining communications networks for major clients throughout North America. Mr. Byrd holds an MBA from Southern Methodist University. Our Board believes that Mr. Byrd is qualified to serve on our Board on the basis of his experience in operational and corporate development leadership. Carmen Diges has served on our Board since July 28, 2025. She is a senior attorney, corporate and government advisor, and international entrepreneur, with over two decades of experience across various public and private sectors. Since August 2014, Ms. Diges has served as Principal at her own law firm, REVlaw. Ms. Diges has also served as the General Counsel/Corporate Secretary of McEwen Inc. (NYSE:MUX) since May 2015. Former positions include Director, Legal Affairs of Echelon Wealth Partners, Inc., and Partner of several Canadian corporate and securities firms. She currently serves as a Director of G2 Goldfields Inc. She previously served as a Director on the board of NextPlay from June 2021 to January 2023. Ms. Diges is a CFA Charter holder, a Master of Laws (Tax) from Osgoode Hall Law School in Toronto, a Bachelor of Laws from Dalhousie Law School in Halifax, as well as a Bachelor of Arts from the University of Toronto. Our Board believes that Ms. Diges is qualified to serve on our Board on the basis of her experience in public company compliance, corporate law, and background in the travel industry. David Jiang has served on our Board since July 28, 2025. He is an accomplished investor and entrepreneur with over three decades of experience in asset management, technology innovation, and international business strategy. For the past five years, and since 2015, Mr. Jiang has not been employed but has focused his time on entrepreneurship and personal investments As an entrepreneur, Mr. Jiang has co-founded various software and hardware technology companies, including MirraViz (2016) and Ginger Analytics (2017), for which he provides business and strategic guidance from time to time. As an investor, Mr Jiang focuses on disruptive technologies in ClimateTech, BioTech, FinTech, and AI. He has served on boards of private companies in the U.S., Asia, Middle East, Africa, and South America. Mr. Jiang’s distinguished career includes serving as Chief Executive Officer of PineBridge Investments until 2015, where he led the post-crisis transformation of AIG’s asset management division into an independent firm managing over $75 billion across more than 20 countries. He also held key executive roles at BNY Mellon, including Chief Executive Officer of Asia-Pacific and Global Head of Passive, ETF, and Beta Investing. Earlier in his career, he managed multi-billion-dollar portfolios as a Senior Portfolio Manager at Mellon Capital Management. He has lived and led teams in major financial centers including Tokyo, London, Hong Kong, Shanghai, San Francisco, and New York. He also served on the Advisory Boards of UC Berkeley and Harvard University. Mr. Jiang holds a Master’s degree in Government and Business from Harvard University and a Bachelor’s degree in Humanities and International Affairs from Georgetown University. Our Board of Directors believes that Mr. Jiang is qualified to serve as a member of our Board on the basis of his deep understanding of information technology, international business strategy, early-stage business growth strategies, and as his background and extensive company management and leadership experience. 54 Andy Kaplan has served on our Board since July 17, 2025. Mr. Kaplan is the co-founder and chairman of KC Global Media Entertainment, LLC (“KCGM”), which was established in January 2020 to acquire Sony’s Asian media networks business. Mr. Kaplan is the former President of Sony Pictures Worldwide Networks, where he led Sony’s global broadcasting businesses, including its OTT services and linear networks and related investments, with over 180 channel feeds reaching nearly two billion subscribers. At the end of Mr. Kaplan’s thirty-year tenure at Sony, the media networks unit had over 4,000 employees and was earning over $2.5 billion in revenues and over $250 million in operating profit. Among his achievements were the expansion of Sony Pictures Worldwide Networks into new markets and new businesses, the acquisition of TEN Sports acquisition in India, and the acquisition of anime company Funimation, which boasted a catalog of 10,000 hours of content with rights to over 450 brands. Prior to this role, Mr. Kaplan spent over a decade serving as Executive Vice President and Chief Operating Officer of Sony Pictures Television Group, overseeing the business operations of Sony’s global television businesses. His previous experience includes senior positions at the Hollywood Stock Exchange, Hal Roach Studios and Embassy Pictures, as well as consulting roles with Starz, AARP, Sony Corporation of America, Lionsgate Entertainment, Liberty Media, Fremantle Television and Galan Entertainment, among others. Mr. Kaplan was executive producer of the Amazon series, Zorro and M*A*S*H: The Comedy That Changed Television for Fox. He is the former Chairman of Q India, a subsidiary of Qyou Media (TSXV:QYOU), former Chairman of the Board of Directors of the National Association of Television Programming Executives, former Chairman of the Board of Directors of Sharewell/Cayton Children’s Museum, and Chairman of the Board of Governors for the USC Annenberg School’s Center for the Digital Future, as well as a former member of the Board of Directors of the International Academy of Television Arts & Sciences and a member of the UCLA School of Theater, Film and Television. Mr. Kaplan previously served as a member of the Board of Directors of Nasdaq listed, Liberty Interactive and as a former member of the Executive Committee of the Academy of Television Arts & Sciences. Mr. Kaplan holds a Bachelor of Arts degree in Economics from University of California, Los Angeles, and an MBA from the University of Southern California. Our Board of Directors believes that Mr. Kaplan is qualified to serve as a member of our Board on the basis of his deep understanding of the media industry, information technology, international business strategy, and as his background and extensive company management and leadership experience. Director Independence Our Board of Directors currently consists of seven members. As a result of his service as our Chief Executive Officer, Mr. Kerby is not considered an independent director. As a result of Mr. Monaco’s previous affiliation with NextTrip and certain other factors, Mr. Monaco is not considered an independent director. Our Board of Directors has determined that our other directors, Stephen Kircher, Carmen Diges, David Jiang, Jimmy Byrd, and Andy Kaplan, constituting a majority of our directors, are “independent” as that term is defined under Rule 5605(a)(2) of the Nasdaq marketplace rules. Pursuant to Nasdaq rules, our board must consist of a majority of independent directors. The Nasdaq independence definition includes a series of objective tests, including that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his family members has engaged in various types of business dealings with us. In addition, as required by Nasdaq rules, our Board of Directors has made a subjective determination as to Messrs. Kircher, Jiang, Byrd, Kaplan, and Ms. Diges, our independent directors, that no relationships exist, which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our Board of Directors reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management. There are no family relationships among any of our directors or executive officers. Classified Board of Directors In accordance with our Bylaws, our Board of Directors is divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Our directors are classified as follows: ● the Class I directors are Donald P. Monaco and Stephen Kircher, with their current terms expiring at our 2028 annual meeting of stockholders; ● the Class II directors are William Kerby and Jimmy Byrd, with their current terms expiring at our 2029 annual meeting of stockholders; and ● the Class III directors are Carmen Diges, David Jiang and Andy Kaplan, with their current terms expiring at our 2027 annual meeting of stockholders. Our Bylaws provide that the authorized number of directors may be changed by resolution of the Board of Directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board of Directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. 55 Leadership Structure of the Board Any director, or our Board of Directors as a whole, may be removed with or without cause at any meeting of stockholders by the affirmative vote of the holders of at least two-thirds of our outstanding voting stock entitled to vote in the election of directors. Our Bylaws provide our Board of Directors with flexibility in its discretion to combine or separate the positions of Chairman of the Board and Chief Executive Officer. Our Board of Directors believes it is important to select the Company’s Chairman and Chief Executive Officer in the manner it considers in the best interests of the Company at any given time. Our Board of Directors believes that the Chairman and Chief Executive Officer positions may be filled by one individual or by two different individuals, as determined by our Board of Directors based on circumstances then in existence. The Chairman of the Board presides at all meetings of our Board of Directors and exercises and performs such other powers and duties as may be assigned to him from time to time by the Board or prescribed by our Bylaws. Our Board of Directors has no established policy on whether it should be led by a Chairman who is also the Chief Executive Officer, and has in the past combined the roles of Chairman and Chief Executive Officer. Our Board currently is committed to the separated roles given the circumstances of our Company, with Donald P. Monaco serving as Chairman of the Board and William Kerby serving as our Chief Executive Officer. However, our Board of Directors continually evaluates our leadership structure and could, in the future, decide to combine the Chairman and Chief Executive Officer positions if it believes that doing so would serve the best interests of our Company and our stockholders. Board Meetings and Committees During our fiscal year ended February 28, 2026, the Board of Directors held 5 formal meetings, and each director attended at least 75% of the aggregate of (i) the total number of meetings of our Board of Directors held during the period he or she was a director and (ii) the total number of meetings held by all committees of our Board of Directors on which he served during the periods that he served. The Board of Directors also held various informal meetings and took various actions by written consent during the year. Although we do not have a formal policy regarding attendance by members of our Board of Directors at annual meetings of stockholders, we encourage, but do not require, our directors to attend. Each of our then current directors attended our 2026 Annual Meeting of Stockholders. Our Board of Directors has established three standing committees. Audit, Compensation, and Nominating and Corporate Governance, each of which operates under a written charter that has been approved by our Board of Directors. Each committee charter has been posted on the Investors section of our website at www.nexttrip.com. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be a part of this Report. Audit Committee The Audit Committee’s responsibilities include: ● appointing, approving the compensation of, and assessing the independence of our registered public accounting firm; ● overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm; ● reviewing and discussing with management and the registered public accounting firm our annual and quarterly financial statements and related disclosures; ● monitoring our internal control over financial reporting, disclosure controls and procedures; ● establishing procedures for the receipt, retention and treatment of accounting related complaints and concerns; ● meeting independently with our registered public accounting firm and management; ● reviewing and approving or ratifying any related person transactions; and ● preparing the Audit Committee report required by SEC rules. 56 The members of our Audit Committee are Ms. Diges and Messrs. Kircher and Byrd, and Ms. Diges serves as the chairperson of the committee. Our Board of Directors has determined that each of Ms. Diges and Messrs. Kircher and Byrd is an independent director under the applicable Nasdaq rules and under Rule 10A-3 of the Exchange Act. All members of our Audit Committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. Our Board of Directors has determined that each member of our Audit Committee is an “audit committee financial expert” as defined by applicable SEC rules and has the requisite financial sophistication as defined under the applicable Nasdaq rules and regulations. The Audit Committee held four formal meetings, held various informal meetings and took various actions by written consent during our fiscal year ended February 28, 2026. Compensation Committee The Compensation Committee’s responsibilities include: ● annually reviewing and approving corporate goals and objectives applicable to CEO compensation; ● determining our CEO’s compensation; ● reviewing and approving, or making recommendations to our Board of Directors with respect to the compensation of our other executive officers; ● overseeing an evaluation of our senior executives; ● overseeing and administering our equity incentive plans; ● reviewing and making recommendations to our Board of Directors with respect to director compensation; and ● reviewing and discussing annually with management our “Compensation Discussion and Analysis” if and when it is required by SEC rules to be included in our Proxy Statements. The members of our Compensation Committee are Messrs. Jiang, Kircher, Byrd and Ms. Diges, and Mr. Jiang serves as the chairperson of the committee. Our Board of Directors has determined that each of Messrs. Jiang, Kircher, Byrd and Ms. Diges is independent under the applicable Nasdaq rules and regulations and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. The Compensation Committee held three formal meetings, held various informal meetings and took various actions by written consent during our fiscal year ended February 28, 2026. Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee’s responsibilities include: ● identifying individuals qualified to become board members; ● recommending to our Board of Directors the persons to be nominated for election as directors and to each of the Board’s committees; and ● overseeing an annual evaluation of the Board of Directors. The members of our Nominating and Corporate Governance Committee are Messrs. Kaplan, Jiang, and Ms. Diges, and Mr. Kaplan serves as the chairperson of the committee. Our Board of Directors has determined that each of Messrs. Kaplan, Jiang and Ms. Diges is independent under the applicable Nasdaq rules and regulations. The Nominating and Corporate Governance Committee held two formal meetings and held various informal meetings during our fiscal year ended February 28, 2026. Code of Ethics and Business Conduct The Company has a code of ethics that applies to all employees, including the Company’s principal executive officer, principal financial officer, and principal accounting officer, as well as to the members of the Board of Directors. The code of ethics is available on our website at www.nexttrip.com. The Company intends to disclose any changes in, or waivers from, this code by posting such information on the same website or by filing a Current Report on Form 8-K, in each case to the extent such disclosure is required by the rules of the SEC or Nasdaq. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be a part of this Report. 57 Considerations in Evaluating Director Nominees Our Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, our Nominating and Corporate Governance Committee will consider the current size and composition of our Board of Directors and the needs of our Board of Directors and the respective committees of our Board of Directors. Some of the qualifications that our Nominating and Corporate Governance Committee considers include, without limitation, issues of character, integrity, judgment, diversity of experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest and other commitments. Nominees must also have the ability to offer advice and guidance to our Chief Executive Officer based on past experience in positions with a high degree of responsibility and leadership positions in the companies or institutions with which they are affiliated. Director candidates must have sufficient time available in the judgment of our Nominating and Corporate Governance Committee to perform all Board of Director and committee responsibilities. Members of our Board of Directors are expected to prepare for, attend, and participate in all Board of Director and applicable committee meetings. Other than the foregoing, there are no stated minimum criteria for director nominees, although our Nominating and Corporate Governance Committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests. Although our Board of Directors does not maintain a specific policy with respect to board diversity, our Board of Directors believes that our Board of Directors should be a diverse body, and our Nominating and Corporate Governance Committee considers a broad range of backgrounds and experiences. In making determinations regarding nominations of directors, our Nominating and Corporate Governance Committee may take into account the benefits of diverse viewpoints. Our Nominating and Corporate Governance Committee also will consider these and other factors as it oversees the annual Board of Directors and committee evaluations. After completing its review and evaluation of director candidates, our Nominating and Corporate Governance Committee recommends to our full Board of Directors the director nominees for selection. Stockholder Recommendations for Nominations to the Board of Directors Our Nominating and Corporate Governance Committee will consider candidates for director recommended by stockholders so long as such recommending stockholder was a stockholder of record both at the time of giving notice and at the time of the annual meeting, and such recommendations comply with our Charter and Bylaws and applicable laws, rules and regulations, including those promulgated by the SEC. The Nominating and Corporate Governance Committee will evaluate such recommendations in accordance with its charter, our Bylaws, our policies and procedures for director candidates, as well as the regular director nominee criteria described above. This process is designed to ensure that our Board of Directors includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to our business. Eligible stockholders wishing to recommend a candidate for nomination should contact the Secretary in writing. Our Nominating and Corporate Governance Committee has discretion to decide which individuals to recommend for nomination as directors. Any nomination should be sent in writing to our Corporate Secretary at NextTrip, Inc., 3900 Paseo del Sol, Santa Fe, New Mexico 87507. Role of Board in Risk Oversight Process Risk assessment and oversight are an integral part of our governance and management processes. Our Board of Directors encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks we face. Throughout the year, senior management reviews these risks with the Board of Directors at regular board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks. Our Board of Directors does not have a standing risk management committee, but rather administers this oversight function directly through the Board of Directors as a whole, as well as through standing committees of the Board of Directors that will address risks inherent in their respective areas of oversight. In particular, our Audit Committee is responsible for overseeing our major financial risk exposures and the steps our management has taken to monitor and control these exposures. The Audit Committee also monitors compliance with legal and regulatory requirements and considers and approves or disapproves any related-person transactions. Our Nominating and Governance Committee monitors the effectiveness of our corporate governance guidelines that we may adopt or amend from time to time. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking by our management. 58 Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires the Company’s executive officers and directors, and persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater than 10% stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. The Company believes that during the fiscal year ended February 28, 2026, its executive officers, directors and greater than 5% stockholders timely filed all reports under Section 16(a), with the exceptions of: Name Form Reporting Event Date Filing Date Steve Kircher Form 3 July 14, 2025 November 16, 2025 Form 4 July 15, 2025 November 16, 2025 John McMahon Form 3 February 10, 2025 November 6, 2025 Form 4 February 10, 2025 November 6, 2025 Andrew Kaplan Form 3 July 17, 2025 July 24, 2025 Jimmy Byrd Form 3 July 14, 2025 November 10, 2025 Form 4 September 10, 2025 November 10, 2025 David Jiang Form 3 July 14, 2025 November 6, 2025 Form 4 November 4, 2025 November 7, 2025 Donald P. Monaco Form 4 June 25, 2025 July 21, 2025 Carmen Diges Form 3 July 14, 2025 November 12, 2025 Form 4 July 14, 2025 November 12, 2025 ITEM 11. EXECUTIVE COMPENSATION Processes and Procedures for Compensation Decisions Our Compensation Committee is responsible for the executive compensation programs for our executive officers and reports to our Board of Directors on its discussions, decisions and other actions. Typically, our Chief Executive Officer makes recommendations to our Compensation Committee and is involved in the determination of compensation for the respective executive officers that report to him. Our Chief Executive Officer does not determine his own compensation. Our Chief Executive Officer makes recommendations to our Compensation Committee regarding short- and long-term compensation for all executive officers based on our operating results, an individual executive officer’s contribution toward these results and performance toward individual goal achievement. Our Compensation Committee then reviews the recommendations and other data and makes decisions (or makes recommendations to the Board) as to total compensation for each executive officer as well as each individual compensation component. The following table sets forth compensation for services rendered in all capacities to the Company: (i) for each person who served as the Company’s Chief Executive Officer at any time during the past fiscal year, and (ii) for our two most highly compensated executive officers, other than our Chief Executive Officer, who were employed with the Company on February 28, 2026 (the foregoing executives are herein collectively referred to as the “named executive officers” or “NEOs”). Summary Compensation Table Name and Principal Position Fiscal Year Salary ($) (1) Bonus ($) (1) Stock Awards ($) Option Awards ($) (2) All Other Compensation ($) (1) Total ($) Bill Kerby – Chief Executive Officer (3) 2026 400,000 - - - 42,000 (4) 442,000 2025 400,000 - - - 42,000 (4) 442,000 Frank Orzechowski - Chief Financial Officer 2026 225,000 (5) - 29,800 (6) - - 254,800 2025 200,000 - - - - 200,000 John McMahon – Chief Operating Officer, Travel 2026 250,000 - - - - 250,000 2025 14,583 - - - - 14,583 (1) Actual amounts paid or accrued. 59 (2) Includes option awards and stock appreciation rights awards (“SARs”). SARs awards are only payable in cash. As such, no shares of common stock were reserved in connection with the awards since no shares will be issued pursuant to exercise. The fair value of option and SARs awards are calculated in accordance with the Financial Accounting Standards Board (“FASB”) ASC 718, “Compensation – Stock Compensation.” The amount recognized for all awards is calculated using the Black Scholes pricing model. No options or SARs were awarded during the twelve months ended February 28, 2026 or February 28, 2025. (3) Mr. Kerby, at his election, has agreed to defer $100,000 of his annual salary as well as payments related to personal financial guarantees and his car allowance as described in Note (4) below. At February 28, 2026, the total compensation deferred by Mr. Kerby was $270,333. (4) In fiscal years 2026 and 2025, we paid Mr. Kerby $24,000 in connection with various personal financial guarantees, and a personal car allowance of $18,000 pursuant to the terms of his employment agreement. (5) Effective September 1, 2025, Mr. Orzechowski’s base salary was increased to $250,000 per annum pursuant to his Employment Agreement. In lieu of cash, we issued Mr. Orzechowski 8,390 shares of common stock at a price of $2.98 per share, which was the closing price of our stock on February 10, 2026, the date that the Compensation Committee and the Board of Directors approved Mr. Orzechowski’s Employment Agreement. (6) Represents a discretionary equity award of 10,000 shares of the Company’s common stock granted to Mr. Orzechowski on February 10, 2026, the date on which the Compensation Committee and Board of Directors approved the award, with a grant date fair value of $2.98 per share, or $29,800 in the aggregate, based on the closing price of the Company’s common stock on the grant date. The award was made pursuant to the Company’s 2023 Equity Incentive Plan in recognition of Mr. Orzechowski’s past performance and contributions to the Company. The shares were fully vested upon grant. Named Executive Officer Employment Agreements William Kerby In connection with this appointment as Chief Executive Officer of the Company on December 29, 2023, the Company and Mr. Kerby entered into an employment letter agreement, dated as of December 29, 2023. Under the employment agreement, Mr. Kerby will be entitled to receive an annual base salary of $400,000, which is subject to increase (but not decrease) in the discretion of the Compensation Committee of our Board of Directors based on an annual or special case assessment of his performance and other factors. At the discretion of our Board of Directors, Mr. Kerby is also eligible to earn a discretionary, annual fiscal end-of-year incentive bonus in an amount of up to 100% of his base annual salary. The exact amount of the incentive bonus will be dependent on the achievement of Company milestones and profitability, and such other milestones as the Board deems appropriate. Mr. Kerby will have the option of receiving some or all of his base annual salary and any incentive bonus in cash or in shares of our common stock valued for this purpose as set forth in his employment agreement and will be eligible to receive equity compensation at the discretion and in an amount to be determined by our Board of Directors. During his employment, Mr. Kerby will be entitled to an automobile allowance of $1,500 per month and to receive all benefits under any and all deferred compensation plans, retirement plans, life, disability, health, accident and other insurance programs, and similar employee benefit plans and programs, sick leave and vacation time that the Company elects, in its sole discretion, to provide from time to time to its executive officers, and to earn four weeks of paid time off (“PTO”) in accordance with the Company’s PTO policy. Mr. Kerby has entered into various personal guarantees with the Airline Reporting Commission, sellers of travel, merchant providers, financial institutions, associations and service providers for the benefit of NextTrip, in consideration of which the Company agrees in his employment agreement to pay him a $2,000 per month guarantee fee for so long as the employment agreement and the guarantees remain in place. In the event Mr. Kerby resigns for “Good Reason” (as defined in the employment agreement), or his employment is terminated by the Company for any reason, the Company will immediately eliminate any and all guarantees failing which, for each month the guarantees remain in place, the monthly guarantee fee will rise to $10,000 per month after 30 days in the event the Company is unable to assume the guarantees during such 30-day period. The term of Mr. Kerby’s employment under his employment agreement will continue from month-to-month until terminated by either party with 30 days’ prior written notice, unless sooner terminated in accordance with the terms thereof. Should the Company elect to terminate Mr. Kerby’s employment agreement (other than as a result of death, “Disability” or “Cause,” as defined therein), he will be entitled to payment of an amount equal to 12 months of his base annual salary in a lump sum payment upon termination and the continuation of his health care coverage, at the Company’s expense, for up to 12 months following the termination (collectively, the “Kerby Severance Payments”). In addition, in the event that Mr. Kerby’s agreement is terminated by the Company for any reason within 12 months from the date of closing of the Acquisition, Mr. Kerby will be entitled to receive the Kerby Severance Payments and the Contingent Shares will automatically accelerate and be issuable in full if not yet earned or issued. 60 John McMahon On February 10, 2025, we entered into an employment letter agreement with John McMahon, pursuant to which Mr. McMahon agreed to serve as Chief Operating Officer, Travel Division of the Company. Under the terms of Mr. McMahon’s employment agreement, he is entitled to receive an annual base salary of $250,000. In addition, pursuant to the terms of his employment agreement, Mr. McMahon is entitled to receive bonuses subject to the achievement of mutually agreed performance objectives. Such bonuses may be paid in cash or common shares of the Company at the option of Mr. McMahon. Mr. McMahon is also entitled to receive an incentive bonus at the discretion of the Compensation Committee of the Board of Directors. Mr. McMahon is eligible to participate in the Company’s equity incentive and group benefit plans, including medical, dental, and vision plans, as well as a 401(k) plan. Frank Orzechowski On March 11, 2026, we entered into a new employment agreement (the “Employment Agreement”) with Frank Orzechowski (“Employee”) setting forth the terms of Employee’s continued service as the Company’s Chief Financial Officer. The effective date of the Employment Agreement is retroactive to February 10,2026. The term of employment is on a monthly basis subject to a six-month severance payment in the case of involuntary termination or Employee resigns for good reason. Employee will receive a base annual base salary of $250,000 (the “Base Salary”), an equity bonus grant of 10,000 shares of the Company’s Common Stock under the Company’s 2023 Equity Incentive Plan (the “Plan”) and a guaranteed cash bonus of $13,500 for the 2026 calendar year. From September 1,2025 through March 31,2026, $50,000 of the Base Salary will be satisfied in fully vested shares of the Company’s common stock issued under the Plan based on the closing price of the Company’s Common Stock on February 10,2026. Employee is also eligible to earn an annual performance bonus with a target opportunity of between $50,000 and $150,000 as determined by the Compensation Committee upon achievement of performance objectives as set forth in the Employment Agreement. Employee is also eligible to participate in additional grants of awards under the Plan as approved by the Compensation Committee and Board of Directors. Further, Mr. Orzechowski is eligible to participate in the Company’s equity incentive and group benefit plans, including medical, dental, and vision plans, as well as a 401(k) plan. Compensation Recovery Policy The Company has adopted a compensation recovery policy (the “Compensation Recovery Policy”) that is designed to comply with, and will be interpreted in a manner consistent with, Section 10D and Rule 10D-1 of the Exchange Act and the applicable rules of the Nasdaq Stock Market, including any interpretive guidance provided by Nasdaq. Under our Compensation Recovery Policy, in the event of an accounting restatement due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct a material error in previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the Company must recover erroneously awarded incentive-based compensation previously paid to the Company’s executive officers in accordance with the terms of such Compensation Recovery Policy. Furthermore, under the Compensation Recovery Policy, the Company is prohibited from indemnifying any executive officer or former executive officer against the loss of erroneously awarded incentive-based compensation and from paying or reimbursing an executive officer for purchasing insurance to cover any such loss. Outstanding Equity Awards at 2026 Fiscal Year-End The following table sets forth outstanding Stock Appreciation Rights (“SAR’s”) under our 2020 Stock Appreciation Rights Plan (the “2020 SARs Plan”) that are held by our named executive officers as of February 28, 2026: Stock Appreciation Rights Awards (1) Name Number of SARs exercisable Number of SARs unexercisable SAR exercise price ($) SAR expiration date Frank Orzechowski (2) 2,429 - $ 68.40 8/11/2026 4,852 - $ 26.00 7/1/2027 3,474 - $ 50.00 7/1/2027 61 (1) The 2020 SARs Plan provides for incentive awards in the form of SARs payable in cash. No shares of common stock were reserved in connection with the adoption of the 2020 SARs Plan since no shares will be issued pursuant to the 2020 SARs Plan. (2) On August 11, 2021, pursuant to our 2020 SARs Plan, we granted Mr. Orzechowski 2,429 SARs. The SARs have an exercise price of $68.40 and as of February 28, 2026, were fully vested and exercisable. On July 1, 2022, we granted Mr. Orzechowski 3,474 SARs with an exercise price of $50.00, all of which were fully vested and exercisable as of February 28, 2026, and 4,852 SARs in connection with his employment retention agreement, which have an exercise price of $26.00 and are fully vested and exercisable as of February 28, 2026. Equity Awards We offer stock options, stock appreciation rights, and stock awards to certain of our employees, including our executive officers, as the long-term incentive component of our compensation program. We generally grant equity awards to new hires upon their commencing employment with us. Our stock options allow employees to purchase shares of our common stock at a price per share equal to the fair market value of our common stock on the date of grant and may or may not be intended to qualify as “incentive stock options” for U.S. federal income tax purposes. Our stock appreciation rights allow employees to receive a cash payment for the difference between the market price of our common stock on the date of exercise and the strike price. We sometimes also offer stock options, stock appreciation rights and stock awards to our consultants in lieu of cash. Our stock options allow consultants to purchase shares of our common stock at a price per share equal to the fair market value of our common stock on the date of grant and are not intended to qualify as “incentive stock options” for U.S. federal income tax purposes. Our stock appreciation rights allow consultants to receive a cash payment for the difference between the market price of our common stock on the date of exercise and the strike price. Stock options, stock appreciation rights, and stock awards granted to our executive officers may be subject to accelerated vesting in certain circumstances. Retirement Plans We maintain two qualified 401(k) plans, in which all eligible employees may participate. We make safe harbor contributions to both plans: one plan matches 100% of each participant’s contribution up to 3% of salary, and 50% of the next 2% of salary contributed, and the other plan makes a 3% non-elective contribution for all eligible participants. Safe harbor contributions are 100% vested. We may also elect, on an annual basis, to make a discretionary contribution to the plan, but have not done so to date. Our elective matches and elective contributions vest to participant accounts as follows: 20% after two years of service, and 20% per year thereafter until the participant reaches 6 years of service, at which time, employer contributions vest 100%. As a tax-qualified retirement plan, contributions to the 401(k) plans and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plans. No Tax Gross-Ups We do not make gross-up payments to cover our executive officers’ personal income taxes that may pertain to any of the compensation paid or provided by our Company. 2023 Equity Incentive Plan On November 19, 2023, our Board of Directors adopted the 2023 Equity Incentive Plan. Our Board of Directors believes that the grant of options and other stock awards is an important incentive for the Company’s employees, officers and directors. As of May 28, 2026, there were 914,825 options outstanding under the Plan A summary of the material terms of the 2023 Plan is set forth below. Plan Purpose Our Board of Directors adopted the 2023 Plan to (1) encourage selected employees, officers, directors, consultants and advisers to improve our operations and increase our profitability, (2) encourage selected employees, officers, directors, consultants and advisers to accept or continue employment or association with us, and (3) increase the interest of selected employees, officers, directors, consultants and advisers in our welfare through participation in the growth in value of our common stock. All of our current employees, directors and consultants are eligible to participate in the 2023 Plan. 62 Administration The 2023 Plan is to be administered by the Board of Directors or by a committee to which administration of the 2023 Plan, or of part of thereof, is delegated by the Board of Directors. The 2023 Plan is currently administered by our Compensation Committee, which we refer to below as the “Administrator.” The Administrator is responsible for selecting the officers, employees, directors, consultants and advisers who will receive Options, Stock Appreciation Rights and Stock Awards (each as defined in the 2023 Plan). Subject to the requirements imposed by the 2023 Plan, the Administrator is also responsible for determining the terms and conditions of each Option and Stock Appreciation Right award, including the number of shares subject to the Option, the exercise price, expiration date and vesting period of the Option and whether the option is an Incentive Option or a Non-Qualified Option. Subject to the requirements imposed by the 2023 Plan, the Administrator is also responsible for determining the terms and conditions of each Stock Award, including the number of shares granted, the purchase price (if any), and the vesting, transfer and other restrictions imposed on the stock. The Administrator has the power, authority and discretion to make all other determinations deemed necessary or advisable for the administration of the 2023 Plan or of any award under the 2023 Plan. The 2023 Plan is not subject to the Employee Retirement Income Security Act of 1974 and is not a qualified pension, profit sharing or bonus plan under Section 401(a) of the Internal Revenue Code. Stock Subject to the 2023 Plan The aggregate number of shares of common stock set aside and reserved for issuance under the 2023 Plan is 7,000,000 shares. If awards granted under the 2023 Plan expire or otherwise terminate or are cancelled without being exercised in full, the shares of common stock not acquired pursuant to such awards will again become available for issuance under the 2023 Plan. If shares of common stock issued pursuant to awards under the 2023 Plan are forfeited to or repurchased by us, the forfeited or repurchased stock will again become available for issuance under the 2023 Plan. If shares of common stock subject to an award are not delivered to a participant because such shares are withheld for payment of taxes incurred in connection with the exercise of an Option, or the issuance of shares under a Stock Award, or the award is exercised through a reduction of shares subject to the award (“net exercised”), then the number of shares that are not delivered will not again be available for issuance under the 2023 Plan. In addition, if the exercise price of any award is satisfied by the tender of shares of common stock to us (whether by actual delivery or attestation), the shares tendered will not again be available for issuance under the 2023 Plan. Eligibility All directors, employees, consultants and advisors of the Company and its subsidiaries are eligible to receive awards under the 2023 Plan. Incentive Options may only be granted under the 2023 Plan to a person who is a full-time officer or employee of the Company or a subsidiary. The Administrator will determine from time-to-time which directors, employees, consultants and advisers will be granted awards under the 2023 Plan. Terms of Awards Maximum Grant The maximum number of shares of Common Stock subject to a Stock Award granted during a single Fiscal Year to any Non-Employee Director (together with any cash fees paid to such Non-Employee Director during the Fiscal Year) is not permitted to exceed a total value of $500,000. The value of the Stock Award is based on the fair value for financial reporting purposes on the grant date. Written Agreement Each award under the 2023 Plan will be evidenced by an agreement in a form approved by the Administrator. Exercise Price; Base Value The exercise price for a Non-Qualified Option or an Incentive Option may not be less than 100% of the fair market value of the Common Stock on the date of the grant of the Non-Qualified Option or Incentive Option. With respect to an Option holder who owns stock possessing more than 10% of the total voting power of all classes of our stock, the exercise price for an Incentive Option may not be less than 110% of the fair market value of the Common Stock on the date of the grant of the Incentive Option. The base value of a Stock Appreciation Right shall also be no less than 100% of the Common Stock on the date of the grant of the Stock Appreciation Right. The 2023 Plan does not specify a minimum exercise price for Stock Awards. 63 Vesting Each Option, Stock Appreciation Right or Stock Award will become exercisable or non-forfeitable (that is, “vest”) under conditions specified by the Administrator at the time of grant. Vesting typically is based upon continued service as a director or employee but may be based upon any performance criteria and other contingencies that are determined by the Administrator. Shares subject to Stock Awards may be subject to specified restrictions concerning transferability, repurchase by the Company and forfeiture of the shares issued, together with such other restrictions as may be determined by the Administrator. Expiration Date Each Option or Stock Appreciation Right must be exercised by a date specified in the award agreement, which may not be more than ten years after the grant date. Except as otherwise provided in the relevant agreement, an Option or Stock Appreciation Right ceases to be exercisable ninety days after the termination of the holder’s employment with us. Transfers of Options Unless otherwise determined by the Administrator, Options are not transferable except by will or the laws of descent and distribution. Purchase Price Payment Unless otherwise determined by the Administrator, the purchase price of Common Stock acquired under the 2023 Plan is payable by cash or check at the time of an Option exercise or acquisition of a Stock Award. The Company does not charge participants any fees or commissions in connection with their acquisition of Common Stock under the 2023 Plan. The Administrator also has the discretion to accept the following types of payment from participants: shares of Common Stock, cash or a combination thereof. Withholding Taxes At the time of his or her exercise of an Option or Stock Appreciation Right, an employee is responsible for paying all applicable federal and state withholding taxes. A holder of Stock Awards is responsible for paying all applicable federal and state withholding taxes once the shares covered by the award cease to be forfeitable or at any other time required by applicable law. Securities Law Compliance Shares of Common Stock will not be issued pursuant to the exercise of an Option or the receipt of a Stock Award unless the Administrator determines that the exercise of the Option or receipt of the Stock Award and the issuance and delivery of such shares will comply with all relevant provisions of law, including, without limitation, the Securities Act, applicable state and foreign securities laws and the requirements of any stock exchange on which our Common Stock is traded. Effects of Change of Control Except as otherwise provided in an Award Agreement, in the event of a Change in Control, all outstanding Options and Stock Appreciation Rights shall become immediately exercisable with respect to 100% of the shares subject to such Options or Stock Appreciation Rights, and/or the Restricted Period shall expire immediately with respect to 100% of the outstanding shares of Restricted Stock or Restricted Stock Units. With respect to Performance Share Awards and Cash Awards, in the event of a Change in Control, all Performance Goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions will be deemed met. In general, a “Change of Control” means: ● A sale of all or substantially all of our assets; ● Our liquidation or dissolution; ● A purchase or other acquisition of 51% or more of our Common Stock ● Our merger or consolidation with or into another corporation. 64 Other Adjustment Provisions If the stock of the Company is changed by reason of a stock split, reverse stock split, stock dividend, recapitalization, combination or reclassification, appropriate adjustments shall be made by the Administrator, in its discretion, in (1) the number and class of shares of stock subject to the 2023 Plan and each Option and grant of Stock Awards outstanding under the 2023 Plan, and (2) the purchase price of each outstanding Option and (if applicable) Stock Award. For example, if an Option is for 1,000 shares for $20.00 per share and there is a 2-for-1 stock split, the Option would be adjusted to be exercisable for 2,000 shares at $10.00 per share. Amendment or Termination of the Plan The Board of Directors may at any time amend, discontinue or terminate the 2023 Plan. With specified exceptions, no amendment, suspension or termination of the 2023 Plan may adversely affect outstanding Options or Stock Appreciation Rights or the terms that are applicable to outstanding Stock Awards. No amendment, suspension or termination of the Plan requires stockholder approval unless such approval is required under applicable law or under the rules of any stock exchange on which our Common Stock is traded. Unless terminated earlier by the Board of Directors, the 2023 Plan will terminate on the tenth anniversary of the date of the Board’s adoption of the 2023 Plan. Federal Income Tax Consequences The following discussion is a summary of the federal income tax provisions relating to the grant and exercise of awards under the 2023 Plan and the subsequent sale of common stock acquired under the 2023 Plan. The tax effect of awards may vary depending upon the circumstances, and the income tax laws and regulations change frequently. This summary is not intended to be exhaustive and does not constitute legal or tax advice. General . A recipient of an award of Options or Stock Appreciation Rights under the 2023 Plan will realize no taxable income at the time of grant if the exercise price is not less than the fair market value of our Common Stock on the date of the grant. The recipient generally will realize no taxable income at the time of a grant of a Stock Award so long as the Stock Award is not vested (that is, remains subject to forfeiture and is not transferable) and an election under Section 83(b) of the Internal Revenue Code is not made. Non-Qualified Options. The holder of a Non-Qualified Option will recognize ordinary income at the time of the Non-Qualified Option exercise in an amount equal to the excess of the fair market value of the shares on the date of exercise over the exercise price. This taxable income will be subject to payroll tax withholding if the holder is an employee. When a holder disposes of shares acquired upon the exercise of a Non-Qualified Option, any amount received in excess of the fair market value of the shares on the date of exercise will be treated as long-term or short-term capital gain, depending upon the holding period of the shares, and if the amount received is less than the fair market value of the shares on the date of exercise, the loss will be treated as long-term or short-term capital loss, depending upon on the holding period of the shares. Incentive Options. The holder of an Incentive Option will not recognize taxable income upon exercise of the Incentive Option. In order to retain this tax benefit, the holder must make no disposition of the shares so received for at least one year from the date of exercise and for at least two years from the date of grant of the Incentive Option. The holder’s compliance with the holding period requirement and other applicable tax provisions will result in the realization of long-term capital gain or loss when he or she disposes of the shares, measured by the difference between the exercise price and the amount received for the shares at the time of disposition. If a holder disposes of shares acquired by exercise of an Incentive Option before the expiration of the required holding period, the gain, if any, arising from such disqualifying disposition will be taxable as ordinary income in the year of disposition to the extent of the lesser of (1) the excess of the fair market value of the shares over the exercise price on the date the Incentive Option was exercised or (2) the excess of the amount realized over the exercise price upon such disposition. Any amount realized in excess of the fair market value on the date of exercise is treated as long-term or short-term capital gain, depending upon the holding period of the shares. If the amount realized upon such disposition is less than the exercise price, the loss will be treated as long-term or short-term capital loss, depending upon the holding period of the shares. For purposes of the alternative minimum tax, the holder will recognize as an addition to his or her tax base, upon the exercise of an Incentive Option, an amount equal to the excess of the fair market value of the shares at the time of exercise over the exercise price. If the holder makes a disqualifying disposition in the year of exercise, the holder will recognize taxable income for purposes of the regular income tax and the holder’s alternative minimum tax base will not be additionally increased. 65 Stock Appreciation Rights. The holder of a Stock Appreciation Right will recognize ordinary income at the time that it is exercised in an amount equal to the excess of the fair market value of the number of shares of Common Stock as to which it is exercised on the date of exercise over their value at the date of grant. This taxable income will be subject to payroll tax withholding if the holder is an employee. Stock Awards. The recipient of a Stock Award will recognize ordinary income when the stock vests in an amount equal to the excess of the fair market value of the shares at the time of vesting over the purchase price for the shares, if any, subject to payroll tax withholding if the holder is an employee. When the recipient sells a Stock Award that has vested, any amount received in excess of the fair market value of the shares on the date of vesting will be treated as long-term or short-term capital gain, depending upon the holding period of the shares (after vesting has occurred), and if the amount received is less than the fair market value on the date of vesting, the loss will be treated as long-term or short-term capital loss, depending on the holding period of the shares. Dividends paid on Stock Awards that have not vested and that have not been the subject of an election under Section 83(b) of the Internal Revenue Code are treated as compensation income, subject to payroll tax withholding with respect to an employee. Section 83(b) of the Internal Revenue Code permits the recipient to elect, not more than thirty days after the date of receipt of a Stock Award, to include as ordinary income the difference between the fair market value of the Stock Award on the date of grant and its purchase price (rather than being taxed as the shares vest). If such an election is made, the holding period for long-term capital gain or loss treatment will commence on the day following the receipt of the Stock Award, dividends on the Stock Award will be treated as such and not as compensation, and the tax basis of the shares will be their fair market value at the date of grant. Deduction for the Company. The Company will be entitled to a deduction for federal income tax purposes at the same time and in the same amount as the recipient of an award is considered to have realized ordinary income as a result of the award, assuming that the limitation under Section 162(m) of the Internal Revenue Code is not applicable. Assuming that the holder of shares received on exercise of an Incentive Option disposes of the shares after compliance with the holding period requirement described above, the Company will not be entitled to a federal income tax deduction since the holder will not have realized any ordinary income in the transaction. Prior to the Tax Cuts and Jobs Act of 2017 (“TCJA”), Section 162(m) of the Internal Revenue Code generally disallowed a tax deduction to publicly held companies for compensation paid to certain executive officers in excess of $1 million per officer in any year that did not qualify as performance-based. Under the TCJA, the performance-based exception has been repealed and the $1 million deduction limit now applies to anyone serving as the chief executive officer or the chief financial officer at any time during the taxable year and the top three other highest compensated executive officers serving at any fiscal year-end. 2020 Stock Appreciation Rights Plan The purposes of the 2020 SARs Plan are to: (i) enable the Company to attract and retain the types of employees, consultants, and directors (collectively, “Service Providers”) who will contribute to the Company’s long-range success; (ii) provide incentives that align the interests of Service Providers with those of the shareholders of the Company; and (iii) promote the success of the Company’s business. The 2020 SARs Plan only provides for incentive awards that are only made in the form of SARs payable in cash. No shares of common stock were reserved in connection with the adoption of the 2020 SARs Plan since no shares will be issued pursuant to the 2020 SARs Plan. As of May 28, 2026 there were 36,316 SARs outstanding under the 2020 SARs Plan. Governance of the Plan The 2020 SARs Plan will be administered by the Compensation Committee of the Board or, in the Board’s sole discretion, by the Board. The Compensation Committee will have the authority to, among other things, (i) construe and interpret the 2020 SARs Plan and apply its provisions; (ii) promulgate, amend, and rescind rules and regulations relating to the administration of the Plan; (iii) delegate its authority to one or more persons who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder with respect to SARs that do not involve “insiders” within the meaning of Section 16 of the Exchange Act; (iv) determine when SARs are to be granted under the 2020 SARs Plan and the applicable grant date; (v) prescribe the terms and conditions of each SAR, including, without limitation, the exercise price and medium of payment and vesting provisions, and to specify the provisions of the SAR Agreement relating to such grant; (vi) amend any outstanding SARs, subject, in certain cases, to the participant’s consent; and (vii) make all other determinations which may be necessary or advisable for the administration of the 2020 SARs Plan. 66 Eligible Participants SARs may be granted only to persons who are Service Providers, and those persons whom the Compensation Committee determines are reasonably expected to become Service Providers following the grant date. The Compensation Committee may from time to time designate those Service Providers, if any, to be granted SARs under the 2020 SARs Plan, the number of SARs which will be granted to each such person, and any other terms or conditions relating to SARs as it may deem appropriate to the extent consistent with the provisions of the 2020 SARs Plan. A participant who has been granted a SAR may, if otherwise eligible, be granted additional incentive awards at any time. Grant . The Compensation Committee may grant SARs to any Service Provider. A SAR is the right to receive an amount equal to the Spread with respect to a share of the Company’s common stock upon the exercise of the SAR. The “Spread” is the difference between the exercise price per share specified in a SAR agreement on the date of grant and the fair market value per share on the date of exercise of the SAR. General Provisions . The terms and conditions of each SAR will be evidenced by a SAR agreement. The exercise price per share will not be less than 100% of the fair market value of a Share on the date of grant of the SAR. The term of the SAR will be determined by the Compensation Committee but may not be greater than ten years from the date of grant. Exercise . SARs are exercisable subject to such terms and conditions as the Compensation Committee may specify in the SAR agreement for the SAR. A SAR may be exercised by the delivery of a signed written notice of exercise to the Company, which must be received and accepted by the Company as of a date set by the Company in advance of the effective date of the proposed exercise. The notice must set forth the number of SARs being exercised, together with any additional documents the Company may require. Settlement . Upon exercise of a SAR, the Grantee will receive an amount equal to the Spread. The Spread, less applicable withholdings, will be payable only in cash. In no event may any SAR be settled in any manner other than by delivery of a cash payment from the Company. Form of SAR Agreement Each participant to whom a SAR is granted will be required to enter into a SAR agreement with the Company, in such a form as is provided by the Compensation Committee. The SAR agreement will contain specific terms as determined by the Compensation Committee, in its discretion, with respect to the participant’s particular SAR. Such terms need not be uniform among all participants or any similarly situated participants. The SAR agreement may include, without limitation, vesting, forfeiture and other provisions particular to the particular participant’s SAR, as well as, for example, provisions to the effect that the participant must abide by all the terms and conditions of the Plan and such other terms and conditions as may be imposed by the Compensation Committee. A SAR will include such terms and conditions as are determined by the Compensation Committee, in its discretion, to be appropriate with respect to any participant. The Compensation Committee may specify in a SAR agreement that the participant’s rights, payments, and benefits with respect to a SAR will be subject to forfeiture upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of the incentive award. Such events may include, but are not limited to, termination with cause or other conduct by the participant that is detrimental to the business or reputation of the Company. Termination of Employment Unless otherwise expressly provided in the participant’s SAR agreement, if the participant’s employment is terminated for any reason other than due to cause, death or disability, any non-vested portion of any outstanding SAR at the time of such termination will automatically expire and terminate and no further vesting will occur after the termination date. In such event, except as otherwise expressly provided in the SAR agreement, the participant will be entitled to exercise such participant’s rights only with respect to the portion of the SAR that was vested as of the termination date for a period that will end on the earlier of (i) the expiration date set forth in the SAR agreement or (ii) ninety days after the date of termination. Termination for Cause Unless otherwise expressly provided in the participant’s SAR agreement, in the event of the termination of a participant’s employment for cause, all vested and non-vested SARs granted to such participant will immediately expire, and will not be exercisable to any extent. 67 Disability or Death Unless otherwise expressly provided in the participant’s SAR agreement, upon termination of employment as a result of the participant’s disability or death, (i) any non-vested portion of any outstanding SAR will immediately terminate upon termination and no further vesting will occur, and (ii) any vested SAR will expire on the earlier of either (A) the expiration date set forth in the SAR agreement or (B) 12 months following the participant’s termination of employment. Continuation Subject to the conditions and limitations of the 2020 SARs Plan and applicable law, in the event that a participant ceases to be an employee, outside director or consultant, as applicable, for whatever reason, the Compensation Committee and participant may mutually agree with respect to any outstanding SAR then held by the participant (i) for an acceleration or other adjustment in any vesting schedule applicable to the SAR award; (ii) for a continuation of the exercise period following termination for a longer period than is otherwise provided under such SAR; or (iii) to any other change in the terms and conditions of the SAR. In the event of any such change to an outstanding SAR, a written amendment to the participant’s SAR agreement will be required. No amendment to a participant’s SAR will be made to the extent compensation payable pursuant thereto as a result of such amendment would be considered deferred compensation that is not excepted from taxation or penalties under Code Section 409A, unless otherwise determined by the Compensation Committee. SARs granted under the 2020 SARs Plan are not transferable other than to a designated beneficiary upon the Participant’s death or by will or the laws of descent and distribution. Change in Control Unless otherwise provided in a SAR Agreement, notwithstanding any contrary provision in the 2020 SARs Plan, in the event of a Change in Control (as defined in the 2020 SARs Plan), all outstanding SARs will become 100% vested and immediately exercisable. Amendment The Board at any time, and from time to time, may amend or terminate the 2020 SARs Plan. The Compensation Committee at any time, and from time to time, may amend the terms of any one or more SAR agreements, except that the Committee may not affect any amendment which would otherwise constitute an impairment of the rights under any SAR unless the participant consents in writing. Director Compensation We believe that a combination of cash and equity compensation is appropriate to attract and retain the individuals we desire to serve on our Board of Directors. Our cash compensation policies are designed to encourage frequent and active interaction between directors and our executives both during and between formal meetings as well as compensate our directors for their time and effort. Further, we believe it is important to align the long-term interests of our non-employee directors (i.e., directors who are not employed by us as officers or employees) with those of the Company and its stockholders, and that awarding equity compensation to, and thereby increasing ownership of our common stock by, our non-employee directors is an appropriate means to achieve this alignment. Directors who are also employees of our company do not receive compensation for their service on our Board of Directors. Under our director compensation program for fiscal year 2026, each Mr. Monaco, and each of our former non-employee director received cash compensation of $12,500, and options to purchase 135,000 shares of our common stock, which are fully vested. Each director has agreed to defer receipt of cash compensation until such time as the Company completes a public financing. Also, each non-employee director may be reimbursed for his reasonable expenses incurred in the performance of his duties as a director as our Board of Directors determines from time to time. Our fiscal year 2027 director compensation program has not been finalized, nor has a plan been finalized for directors who were newly appointed during fiscal year 2026. The Compensation Committee is evaluating our director compensation program and will recommend changes to the Board. Until such time as the Compensation Committee and the Board adopt a new director compensation program, directors will not receive any compensation for services. The following table sets forth certain information concerning the compensation paid to non-employee directors in fiscal year 2026 for their services as directors of the Company. The compensation of Mr. Kerby, who serves as a director and our Chief Executive Officer, is described in the Summary Compensation Table of Executive Officers. Our non-employee directors do not receive fringe or other benefits. 68 Name Fees Earned or Paid in Cash ($) Option Awards ($) (7) Total ($) Donald P. Monaco (1) 12,500 451,922 464,422 Jacob Brunsberg (2) 12,500 549,081 561,581 Salvatore Battinelli (3) 12,500 451,922 464,422 Dennis Duitch (4) 12,500 451,922 464,422 Kent Summers (5) 12,500 451,922 464,422 Andy Kaplan (6) - - - David Jiang (6) - - - Steve Kircher (6) - - - Carmen Diges (6) - - - Jimmy Byrd (6) - - - (1) The fees shown were paid to Mr. Monaco for services as director through July 28, 2025. On April 1, 2025, the Company granted Mr. Monaco an option to purchase up to 85,000 shares of the Company’s common stock in connection with his service as a director. The exercise price of the option is equal to $5.76 per share, is fully vested, had a grant date fair value of $370,277, and has a three-year term. On June 25, 2025, the Company granted Mr. Monaco an option to purchase up to 50,000 shares of the Company’s common stock in connection with his service as a director. The exercise price of the option is equal to $3.37 per share, is fully vested, had a grant date fair value of $81,645, and has a two-year term. (2) The fees shown were paid to Mr. Brunsberg for services as director through July 28, 2025. On March 6, 2025, the Company granted Mr. Brunsberg an option to purchase up to 31,250 shares of common stock pursuant to the terms of his November 22, 2023 Retention Bonus and Separation Agreement. The exercise price of the option is equal to $3.675 per share, is fully vested, had a grant date fair value of $97,159, and has a five-year term. On April 1, 2025, the Company granted Mr. Brunsberg an option to purchase up to 85,000 shares of the Company’s common stock in connection with his service as a director. The exercise price of the option is equal to $5.76 per share, is fully vested, had a grant date fair value of $370,277, and has a three-year term. On June 25, 2025, the Company granted Mr. Brunsberg an option to purchase up to 50,000 shares of the Company’s common stock in connection with his service as a director. The exercise price of the option is equal to $3.37 per share, is fully vested, had a grant date fair value of $81,645, and has a two-year term. Mr. Brunsberg resigned as a director effective July 28, 2025. (3) The fees shown were paid to Mr. Battinelli for services as director through July 28, 2025. On April 1, 2025, the Company granted Mr. Battinelli an option to purchase up to 85,000 shares of the Company’s common stock in connection with his service as a director. The exercise price of the option is equal to $5.76 per share, is fully vested, had a grant date fair value of $370,277, and has a three-year term. On June 25, 2025, the Company granted Mr. Battinelli an option to purchase up to 50,000 shares of the Company’s common stock in connection with his service as a director. The exercise price of the option is equal to $3.37 per share, is fully vested, had a grant date fair value of $81,645, and has a two-year term. Mr. Battinelli resigned as a director effective July 28, 2025. (4) The fees shown were paid to Mr. Duitch for services as director through July 28, 2025. On April 1, 2025, the Company granted Mr. Duitch an option to purchase up to 85,000 shares of the Company’s common stock in connection with his service as a director. The exercise price of the option is equal to $5.76 per share, is fully vested, had a grant date fair value of $370,277, and has a three-year term. On June 25, 2025, the Company granted Mr. Duitch an option to purchase up to 50,000 shares of the Company’s common stock in connection with his service as a director. The exercise price of the option is equal to $3.37 per share, is fully vested, had a grant date fair value of $81,645, and has a two-year term. Mr. Duitch resigned as a director effective July 28, 2025. (5) The fees shown were paid to Mr. Summers for services as director through July 28, 2025. On April 1, 2025, the Company granted Mr. Summers an option to purchase up to 85,000 shares of the Company’s common stock in connection with his service as a director. The exercise price of the option is equal to $5.76 per share, is fully vested, had a grant date fair value of $370,277, and has a three-year term. On June 25, 2025, the Company granted Mr. Summers an option to purchase up to 50,000 shares of the Company’s common stock in connection with his service as a director. The exercise price of the option is equal to $3.37 per share, is fully vested, had a grant date fair value of $81,645, and has a two-year term. Mr. Summers resigned as a director effective July 28, 2025. (6) Mr. Kaplan was appointed as a director on July 17, 2025, and Messrs. Jiang, Kircher, and Byrd and Ms. Diges were appointed as directors on July 28, 2025. Until such time as the Compensation Committee and the Board of Directors approve and adopt a new director compensation program, directors will not receive any compensation. (7) Represents the aggregate grant date fair value of stock awards and stock options computed in accordance with FASB ASC Topic 718. These amounts do not correspond to the actual value that will be recognized by the named directors from these awards. 69 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following tables set forth certain information regarding beneficial ownership of our common stock, and each series of our outstanding preferred stock as of May 28, 2026 (a) by each person known by us to own beneficially 5% or more of the outstanding shares of each class of the outstanding securities, (b) by our named executive officers and each of our directors (and director nominees) and (c) by all executive officers and directors of the Company as a group. The number of shares beneficially owned by each stockholder is determined in accordance with SEC rules. Under these rules, beneficial ownership includes any shares as to which a person has sole or shared voting power or investment power. At the close of business on May 28, 2026, there were 14,493,468 shares of Company common stock outstanding. In addition to the foregoing, as of May 28, 2026, there were (i) 150,000 shares of the Company’s Series A Preferred outstanding which were convertible into 150,000 shares of common stock, (ii) 408,421 shares of the Company’s Series B Preferred outstanding which were convertible into 408,421 shares of common stock, and (iii) 316 shares of the Company’s Series E Preferred outstanding, which, including accrued dividends thereon, were convertible into an aggregate of 3,623 shares of Company common stock. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to stock options, warrants, convertible preferred stock or other rights held by such person that are currently convertible or exercisable or will become convertible or exercisable within 60 days of May 28, 2026 are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. We believe, based on information provided to us, that each of the stockholders listed below has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable. Common Stock Name of Beneficial Owner Number of Shares Beneficially Owned Percentage of Shares Beneficially Owned (1) Named Executive Officers and Directors: William Kerby (2) 1,590,838 11.0 % John McMahon 171,479 1.2 % Frank Orzechowski 49 * Donald P. Monaco (3) 2,230,415 15.2 % David Jiang (4) 1,638,046 11.2 % Jimmy Byrd 150,000 1.0 % Andy Kaplan (5) 133,623 * Steve Kircher (6) 46,640 * Carmen Diges 13,580 * All executive officers and directors as a group (9 persons) (7) 5,974,670 40.7 % 5% Stockholders: Denis Suggs (8) 728,418 4.9 % *Less than 1%. (1) Based on 14,493,468 shares outstanding at May 28, 2026. (2) Includes 11,386 shares held by Travel and Media Tech, LLC (“TMT”). Mr. Kerby is a co-manager and 48% member of TMT. As a co-manager, Mr. Kerby has the right to exercise investment power, and accordingly is deemed to beneficially own the shares held by TMT. Mr. Kerby disclaims beneficial ownership of all securities held by TMT in excess of his pecuniary interest, if any. (3) Includes (i) 1,733 shares held by Monaco Investment Partners, LP (“MIP”); (ii) 2,082,296 shares held by the Donald P. Monaco Insurance Trust (the “Trust”); (iii) 135,000 shares issuable to the Trust upon the exercise of stock options; and (iv) 11,386 shares held by TMT. Mr. Monaco is the managing general partner of MI Partners, is the trustee of the Trust and is a 52% member of TMT. Mr. Monaco is also a co-manager of TMT, and has the right to exercise investment power, and accordingly, is deemed to beneficially own the securities held by MIP, Trust and TMT, respectively. Mr. Monaco disclaims beneficial ownership of all securities held by MIP, the Trust and TMT in excess of his pecuniary interest, if any. 70 (4) Includes 74,089 shares issuable upon the exercise of warrants to purchase common shares. (5) Includes 33,400 common shares, and 36,700 shares issuable upon the exercise of warrants to purchase common shares held by KC Global Media Asia, LLC (“KCGM”). Mr. Kaplan is the co-trustee of the Kaplan-Wright Family Trust (“Trust”), which owns 50% of KC Global Media Entertainment LLC, which in turn owns 100% of KCGM. Mr. Kaplan disclaims beneficial ownership of all securities held by KCGM in excess of his pecuniary interest, if any. Also includes 31,250 common shares held directly by the Trust. Mr. Kaplan disclaims beneficial ownership of all securities held by the Trust in excess of his pecuniary interest, if any. Excludes 75,000 shares issuable upon the exercise of warrants and 16,667 shares issuable upon the conversion of Series A Preferred stock, as both the exercise of the warrants and the conversion of the preferred stock are contingent upon shareholder approval. (6) Includes 42,501 common shares and 4,139 shares issuable upon the exercise of warrants to purchase common shares by the Kircher Family Trust. Mr. Kircher is the trustee of the Trust and disclaims beneficial ownership of all securities held by the Trust in excess of his pecuniary interest, if any. (7) Includes (i) 135,000 shares issuable upon the exercise of stock options, and (ii) 114,928 shares issuable upon the exercise of warrants to purchase common shares. Excludes 75,000 shares of common stock issuable upon the exercise of warrants and 16,667 shares issuable upon the conversion of Series A Preferred stock as both the exercise of the warrants and the conversion of the preferred stock is contingent upon shareholder approval. (8) Includes (i) 453,418 shares held by AOS Holdings, LLC, and (ii) 105,000 shares issuable upon the exercise of warrants to purchase common shares by AOS Holdings, LLC. Denis Suggs has the right to exercise investment power and accordingly is deemed to beneficially own the shares and warrants held by AOS Holdings LLC. Excludes 2,020,000 shares of common stock issuable upon the exercise of warrants held by AOS Holdings, LLC and 70,000 shares of stock issuable upon the exercise of warrants held by Mr. Suggs, as the exercise of such warrants is subject to beneficial ownership limitations. The address of AOS Holdings LLC is 4310 Guion Road, Indianapolis, IN 46254. Equity Compensation Plan Information The following table provides certain information with respect to our equity compensation plans as of February 28, 2026. (a) (b) (c) Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted- average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) 2023 Equity Incentive Plan (1) 1,319,825 $ 3.89 5,680,175 Equity compensation plans not approved by security holders (2) - $ 44.80 - (1) On November 19, 2023 the Company’s Board of Directors adopted the Company’s 2023 Plan, which was approved by our stockholders on December 28, 2023. (2) On June 23, 2020, our Board of Directors adopted the 2020 SARs Plan. No shares of common stock are reserved in connection with the adoption of the 2020 SARs Plan since no shares will be issued pursuant to the 2020 SARs Plan. As of February 28, 2026, the Company had 36,316 SARs outstanding under the 2020 SARs Plan. 71 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Except as described below in this section, since the beginning of our last fiscal year, there has not been, nor is there currently proposed, any transaction or series of similar transactions to which we were a party other than equity and other compensation, termination, change in control and other arrangements, which are described under “Executive Compensation” and “Director Compensation” above: ● in which the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years; and ● in which any director, executive officer, or other stockholder of more than 5% of our common stock or any member of their immediate family had or will have a direct or indirect material interest. Related Party Loans On May 6, 2025, the Company entered into the Monaco Investment Partners II, LP “MIP” Line of Credit with MIP, providing the Company with a $3,000,000 revolving line of credit. The MIP Line of Credit allows the Company to request advances thereunder from time to time until May 31, 2027, the maturity date. Advances made under the MIP Line of Credit bear simple interest at a rate of 12% per annum, calculated from the date of each respective advance. Accrued interest shall be payable on a monthly basis, no later than the 10th day of the subsequent month. The full outstanding principal balance, together with any accrued and unpaid interest, shall be due and payable in full by the Company on the maturity date. The Company may, at its option, prepay any borrowings under the MIP Line of Credit, in whole or in part, at any time prior to the maturity date, without penalty. As of May 28, 2026 the maximum amount of $3,000,000 was outstanding under the MIP Line of Credit. Donald Monaco, Chairman of the Company’s Board of Directors, is the Managing General Partner of MIP, and in that capacity, controls MIP. The MIP Line of Credit, including the use of proceeds from the initial advance made thereunder for the repayment of the cash advance and Trust Notes, was approved by the Audit Committee of the Board and the full Board, including the independent members thereof. On March 25, 2026, the Company issued an unsecured promissory note, in the principal amount of $80,000, to the Donald P. Monaco Insurance Trust (“Trust”). The promissory note accrues interest at a rate equal to 7.5% simple interest per annum, and was scheduled to automatically mature and become due and payable in full on April 3, 2026 subject to certain limited exceptions. The promissory note, or any portion thereof, could be prepaid by NTH without any penalty. The promissory note was approved by the Board, including the independent members thereof. On April 6, 2026, the Company and the Trust entered into the first amendment to the promissory note, whereby the parties agreed to increase the principal balance to $155,000 and extend the Maturity Date to April 13, 2026. The other terms of the note were unchanged. On April 9, 2026, the Company and the Trust entered into the second amendment to the promissory note, whereby the parties agreed to increase the principal balance to $290,000 and extend the Maturity Date to April 30, 2026. The other terms of the note were unchanged. On April 27, 2026, the Company and the Trust entered into the third amendment to the promissory note, whereby the parties agreed to increase the principal balance to $400,000 and extend the Maturity Date to May 31, 2026. On April 30, 2026, the Company and the Trust entered into the fourth amendment to the promissory note, whereby the parties agreed to increase the principal balance to $510,000. On May 12, 2026, the Company repaid $110,000 of the principal balance, and on May 29, 2026, the Company and the Trust entered into the fifth amendment to the promissory note, whereby the parties agreed to increase the principal balance by $200,000. The other terms of the note were unchanged. As of May 29, 2026 the principal balance outstanding totaled $600,000. The promissory note, including the amendments thereto, were approved by the Audit Committee of the Board and the full Board, including the independent members thereof. The repayment of related party loans, to the extent not limited by any contractual terms, is subject to review and approval by the Audit Committee which consists of independent directors which are not parties to the aforementioned related party loans. Related Party Compensation Deferral Mr. Kerby, at his election, has agreed to defer $100,000 of his annual salary as well as payments related to personal financial guarantees and his car allowance. At February 28, 2026, the total compensation deferred by Mr. Kerby was $270,333. 72 Related Party Equity Investments On July 10, 2025, the Company entered into a Securities Purchase Agreement with KC Global Media Asia LLC (“KCGM”) pursuant to which the Company sold and issued 75,000 shares of common stock at a price of $3.02 per share, resulting in total gross proceeds of $226,500. On December 23, 2025, such shares were exchanged for a pre-funded warrant to purchase 75,000 shares of common stock, the exercisability of which is subject to shareholder approval. In consideration of KCGM’s agreement to exchange its shares of common stock for a pre-funded warrant, on February 10, 2026, the Company issued an additional warrant for 20,000 shares to KCGM with an exercise price of $3.00 and a term of three years from the initial exercise date. On September 10, 2025, the Company entered into a Securities Purchase Agreement with the Kaplan-Wright Family Trust (“Trust”) pursuant to which the Company sold and issued 31,250 shares of Series Q Preferred stock at a price of $3.20 per share, resulting in total gross proceeds of $100,000. On November 19, 2025, upon receiving shareholder approval, such preferred shares were converted into 31,250 shares of common stock. On November 4, 2025, the Company entered into a Securities Purchase Agreement with KCGM pursuant to which the Company sold and issued 33,400 shares of common stock and a warrant to purchase up to 16,000 common shares at a price of $3.00 per share, resulting in total gross proceeds of $100,200. The warrant has a term of three years from the initial exercise date, and has an exercise price of $4.54. Andy Kaplan is the co-trustee of the Trust, which owns 50% of KC Global Media Entertainment LLC, which in turn owns 100% of KCGM. Mr. Kaplan is the Chairman of KCGM. On June 24, 2025, the Company entered into a Securities Purchase Agreement with Jimmy Byrd pursuant to which the Company sold and issued 86,092 shares of common stock at a price of $3.02 per share, resulting in total gross proceeds of $260,000. On September 10, 2025, the Company entered into a Securities Purchase Agreement with Jimmy Byrd pursuant to which the Company sold and issued 50,000 shares of Series Q Preferred stock at a price of $3.20 per share, resulting in total gross proceeds of $160,000. On November 19, 2025, upon receiving shareholder approval, such preferred shares were converted into 50,000 shares of common stock. On April 15, 2026, the Company entered into a Securities Purchase Agreement with KCGM pursuant to which the Company sold and issued 16,667 shares of Series A Preferred stock and a warrant to purchase up to 8,333 common shares at a price of $3.00 per share, resulting in total gross proceeds of $50,000. The warrant has a term of three years from the initial exercise date and has an exercise price of $3.00. On May 8, 2026, the Company entered into a Securities Purchase Agreement with KCGM pursuant to which the Company sold and issued 18,182 shares of common stock and a warrant to purchase up to 9,091 common shares at a price of $2.75 per share, resulting in total gross proceeds of $50,000. The warrant has a term of three years from the initial exercise date and has an exercise price of $3.00. Indemnification Agreements We have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us to indemnify each director and executive officer to the fullest extent permitted by Nevada law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in the right of us, arising out of the person’s services as a director or executive officer, including in connection with the Acquisition and related matters. Policies and Procedures for Related Person Transactions Our Audit Committee is responsible for reviewing and approving, as appropriate, all transactions with related persons (other than compensation-related matters, which should be reviewed by our Compensation Committee), in accordance with its Charter and the Nasdaq marketplace rules. In reviewing and approving any such transactions, our Audit Committee is tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction and the extent of the related person’s interest in the transaction. 73 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Audit Fees The following table sets forth a summary of the fees billed to the Company by our current independent registered public accounting firm, Haynie & Company, for professional services rendered with respect to the years ended February 28, 2026 and February 28, 2025. 2026 2025 Audit Fees (1) $ 111,000 $ 98,500 Audit Related Fees (2) 30,000 16,250 Tax Fees (3) 4,600 7,283 All other fees - - $ 145,600 $ 122,033 (1) In accordance with the SEC’s definitions and rules, “audit fees” are fees that we paid for professional services for the audit of our financial statements included in our Annual Reports on Form 10-K and review of the interim financial statements included in quarterly reports, and for services that are normally provided by the registered public accounting firm in connection with statutory and regulatory filings or engagements. (2) In accordance with the SEC’s definitions and rules, “audit-related fees” are fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements; and “tax fees” are fees for tax compliance, tax advice and tax planning. (3) In accordance with the SEC’s definitions and rules, tax fees” are fees for tax compliance, tax advice and tax planning. The Audit Committee’s pre-approval policies and procedures and other protocols are discussed in its written charter which can be found at www.sigmaadditive.com under the tab “Investors.” Before our independent registered public accounting firm is engaged by the Company to render audit or non-audit services, the Audit Committee must pre-approve the engagement. Audit Committee pre-approval of audit and non-audit services are not required if the engagement for the services is entered into pursuant to pre-approval policies and procedures established by the Audit Committee regarding the Company’s engagement of the independent registered public accounting firm, provided the policies and procedures are detailed as to the particular service, the Audit Committee is informed of each service provided and such policies and procedures do not include delegation of the Audit Committee’s responsibilities under the Exchange Act to the Company’s management. The Audit Committee may delegate to one or more designated members of the Audit Committee the authority to grant pre-approvals. If the Audit Committee elects to establish pre-approval policies and procedures regarding non-audit services, the Audit Committee must be informed of each non-audit service provided by the independent registered public accounting firm. Audit Committee pre-approval of non-audit services (other than review and attestation services) also will not be required if such services fall within available exceptions established by the SEC. The Audit Committee may not engage the independent registered public accounting firm to perform non-audit services prohibited by law or regulation. On an annual basis, our management reports to the Audit Committee all audit services performed during the previous 12 months and all fees billed by our independent registered public accounting firm for such services. Auditor Independence In our fiscal year ended February 28, 2026, Haynie & Company provided no professional services other than those described above that would require our Audit Committee to consider their compatibility with maintaining the independence of Haynie & Company. 74 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. Our financial statements and related notes thereto are listed and included in this Report beginning on page F-1. The following documents are furnished as exhibits to this Form 10-K. Exhibit Number Description 2.1† Share Exchange Agreement dated as of October 12, 2023 among Sigma Additive Solutions, Inc., NextTrip Holdings, Inc., NextTrip Group, LLC and the NextTrip Representative (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 13, 2023, and incorporated by reference herein). 2.2† Membership Interest Purchase Agreement, by and among NextTrip, Inc., FSA Travel, LLC, John McMahon, as Majority Member, and the other Signatories thereto, dated February 6, 2025 (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated February 11, 2025, and incorporated herein by reference). 2.3 Share Exchange Agreement by and between the Company and Blue Fysh Holdings, Inc., dated February 24, 2025 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 27, 2025 incorporated herein by reference). 2.4 Asset Purchase Agreement by and between the Company and Ovation, LLC, dated April 1, 2025 (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated April 7, 2025, and incorporated herein by reference). 3.1 Amended and Restated Articles of Incorporation of the Company, as amended (filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed on March 24, 2022, and incorporated herein by reference). 3.2 Certificate of Amendment to Amended and Restated Articles of Incorporation, as amended (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed August 12, 2022, and incorporated herein by reference). 3.3 Amended and Restated Bylaws of the Company, as amended. (filed by the Company as Exhibit 3.12 to the Company’s Form 10-K, filed on March 24, 2021, and incorporated herein by reference). 3.4 Amendment No. 3 to Amended and Restated Bylaws of Sigma Additive Solutions, Inc. (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed December 16, 2022, and incorporated herein by reference). 3.5 Certificate of Change Pursuant to NRS 78.209 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed September 22, 2023 and incorporated herein by reference). 3.6 Certificate of Amendment, effective March 13, 2024 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed March 12, 2024 and incorporated herein by reference). 3.7* Certificate of Designation of Series A Convertible Preferred Stock 3.8 Certificate of Designation of Series B Convertible Preferred Stock (Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 8, 2026 and incorporated herein by reference) 3.9 Certificate of Designation of Series E Convertible Preferred Stock (Filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K filed January 27, 2020 and incorporated herein by reference) 4.1 Form of Warrant (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated February 22, 2024 and incorporated herein by reference). 4.2 Warrant by and between the Company and Alumni Capital LP, dated September 19, 2024 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated September 25, 2024, and incorporated herein by reference). 4.3 Cash Warrant by and between the Company and AOS Holdings, LLC, dated December 31, 2024 (filed as Exhibit 4.1 to the Company’s current Report on Form 8-K dated January 3, 2025 and incorporated by reference). 4.4 Cashless Warrant by and between the Company and AOS Holdings, LLC, dated December 31, 2024 (filed as Exhibit 4.2 to the Company’s current Report on Form 8-K dated January 3, 2025 and incorporated by reference). 4.5 Warrant to Purchase Common Stock (Cash) issued to AOS Holdings, LLC, dated as of February 26, 2025 (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on February 28, 2025, and incorporated herein by reference). 4.6 Warrant to Purchase Common Stock (Cashless) issued to AOS Holdings, LLC, dated as of February 26, 2025 (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on February 28, 2025, and incorporated herein by reference). 4.7 Warrant to Purchase Common Stock issued to AOS Holdings, LLC, dated as of February 26, 2025 (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on February 28, 2025, and incorporated herein by reference). 4.8 Warrant by and between the Company and Alumni Capital LP, dated April 1, 2025 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 4, 2025, and incorporated herein by reference). 4.9* Warrant by and between the Company and KC Global Media Asia LLC dated November 4, 2025. 75 4.10 Warrant by and between the Company and Armistice Capital Master Fund Ltd. dated December 22, 2025 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 23, 2025, and incorporated herein by reference). 4.11 Warrant by and between the Company and KC Global Media Asia LLC dated December 22, 2025 (filed on Current Report on Form 8-K filed on December 29, 2025, and incorporated herein by reference). 4.12* Warrant by and between the Company and KC Global Media Asia LLC dated February 10, 2026. 4.13* Warrant by and between the Company and KC Global Media Asia LLC dated April 15, 2026. 4.14 Warrant by and between the Company and Helena Global Investment Opportunities 1 Ltd. dated May 6, 2026 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 8, 2026, and incorporated herein by reference). 4.15* Warrant by and between the Company and KC Global Media Asia LLC dated May 8, 2026. 4.16 Description of Securities (previously filed as Exhibit 4.23 to the Company’s Annual Report on Form 10-K, filed on May 29, 2025 and incorporated herein by reference). 10.1*# Form of Nonqualified Stock Option Agreement (Employees). 10.2*# Form of Nonqualified Stock Option Agreement (Non-Employee Directors). 10.3*# Form of Nonqualified Stock Option Agreement (Consultants). 10.4# Form of Incentive Stock Option Agreement (previously filed by the Company as Exhibit 4.3 to the Company’s Form S-8 Registration Statement, filed on July 24, 2014, and incorporated herein by reference). 10.5# Form of Restricted Stock Agreement (previously filed by the Company as Exhibit 10.6 to the Company’s Form 10-K, filed on April 1, 2019, and incorporated herein by reference). 10.6# Form of Indemnification Agreement for directors and officers (filed as Exhibit 10.12 to the Company’s Registration Statement on Form S-1, filed on July 28, 2016, and incorporated herein by reference). 10.7# NextTrip, Inc. 2020 Stock Appreciation Rights Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 29, 2020 and incorporated herein by reference). 10.8# Form of Stock Appreciation Rights Agreement (Employees; 2020 Stock Appreciation Rights Plan) (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed June 29, 2020 and incorporated herein by reference). 10.9 Form of Stock Appreciation Rights Agreement (Non-employee Directors; 2020 Stock Appreciation Rights Plan) (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed June 29, 2020 and incorporated herein by reference). 10.10# NextTrip, Inc. 2021 Employee Stock Purchase Plan (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed July 16, 2021 and incorporated herein by reference). 10.11 Asset Purchase Agreement dated as of October 6, 2023 between Sigma Additive Solutions, Inc. and Divergent Technologies, Inc. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 13, 2023 and incorporated by reference herein). 10.12# 2023 Equity Incentive Plan (filed as Annex D to the Company’s Definitive Proxy Statement on Schedule 14A filed on December 1, 2023 and incorporated herein by reference). # 10.13# Employment letter agreement dated December 29, 2023 between Sigma Additive Solutions, Inc. and William Kerby (filed by the Company as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 3, 2024 and incorporated by reference herein). 10.14 Perpetual License Agreement, by and among the Company, NextTrip Holdings, Inc. and Promethean TV, Inc., dated as of January 26, 2024. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 30, 2024 and incorporated herein by reference). 10.15 License Agreement by and between the Company and Ovation, LLC, dated April 1, 2025 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 7, 2025 and incorporated herein by reference). 10.16 Line of Credit Agreement, dated May 6, 2025 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 8, 2025 and incorporated herein by reference). 10.17# Employment letter agreement dated February 10, 2026 between NextTrip, Inc. and Frank Orzechowski (filed by the Company as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 13, 2026 and incorporated by reference herein). 10.18 Membership Interest Purchase Agreement dated February 6, 2025 between the Company and Five Star Alliance LLC (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 11, 2025 and incorporated herein by reference). 10.19* Securities Purchase Agreement between the Company and Jimmy Byrd, dated June 24, 2025. 10.20* Securities Purchase Agreement between the Company and KC Global Media Asia LLC, dated July 10, 2025. 10.21 Membership Interest Purchase Agreement dated August 6, 2025 between the Company and TAPipeline LLC LLC (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 12, 2025 and incorporated herein by reference). 10.22* Securities Purchase Agreement between the Company and KC Global Media Asia LLC, dated November 5, 2025. 76 10.23 Securities Purchase Agreement between the Company and Armistice Capital Master Fund Ltd. dated December 22, 2025 (filed (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 29, 2025 and incorporated herein by reference). 10.24 Registration Right Agreement between the Company and Armistice Capital Master Fund Ltd. dated December 22, 2025 (filed (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 29, 2025 and incorporated herein by reference). 10.25 Asset Purchase Agreement dated February 6, 2025 between the Company and The Corporation for Travel Promotion LLC (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 3, 2026 and incorporated herein by reference). 10.26* Unsecured Short-Term Promissory Note between the Company and The Donald P. Monaco Insurance Trust, dated March 26, 2026. 10.27* Amendment 1 to the March 26, 2026 Unsecured Promissory Note between the Company and The Donald P. Monaco Insurance Trust, dated April 6, 2026. 10.28* Amendment 2 to the March 26, 2026 Unsecured Promissory Note between the Company and The Donald P. Monaco Insurance Trust, dated April 9, 2026. 10.29* Amendment 3 to the March 26, 2026 Unsecured Promissory Note between the Company and The Donald P. Monaco Insurance Trust, dated April 27, 2026. 10.30* Securities Purchase Agreement between the Company and KC Global Media Asia LLC, dated April 15, 2026. 10.31* Amendment 4 to the March 26, 2026 Unsecured Promissory Note between the Company and The Donald P. Monaco Insurance Trust, dated April 30, 2026. 10.32 Securities Purchase Agreement between the Company and Helena Global Investment Opportunities 1 Ltd. dated May 6, 2026 (filed (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 8, 2026 and incorporated herein by reference). 10.33 Share Pledge Agreement Agreement between William Kerby and Helena Global Investment Opportunities 1 Ltd. dated May 6, 2026 (filed (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 8, 2026 and incorporated herein by reference). 10.34* Securities Purchase Agreement between the Company and KC Global Media Asia LLC, dated May 8, 2026. 10.35* Amendment 5 to the March 26, 2026 Unsecured Promissory Note between the Company and The Donald P. Monaco Insurance Trust, dated May 29, 2026. 19.1 NextTrip Inc’s Insider Trading Policy (filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed on September 4, 2024, and incorporated by reference herein). 21.1* List of Subsidiaries. 23.1* Consent of Haynie & Company. 31.1* Certificate of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certificate of principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certificate of principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1# NextTrip, Inc. Compensation Recovery Policy (filed as Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on September 4, 2024, and incorporated by reference herein). 101.INS*** Inline XBRL Instance Document. 101.SCH*** Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). # Indicates a management contract or compensatory plan or arrangement. † Portions of the exhibit, marked by brackets, have been omitted because the omitted information (i) is not material and (ii) would likely cause competitive harm if publicly disclosed. * Filed herewith. ** Furnished herewith. *** The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document. ITEM 16. FORM 10-K SUMMARY. We may voluntarily include a summary of information required by Form 10-K under this Item 16. We have elected not to include such summary information. 77 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. NEXTTRIP, INC. May 29, 2026 By: /s/ William Kerby William Kerby Chief Executive Officer (Principal Executive Officer) May 29, 2026 By: /s/ Frank Orzechowski Frank Orzechowski Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated. Signature Title Date /s/ William Kerby Chief Executive Officer (Principal Executive Officer and Director) May 29, 2026 William Kerby /s/ Frank Orzechowski Chief Financial Officer May 29, 2026 Frank Orzechowski (Principal Financial and Accounting Officer) /s/ Donald P. Monaco Chairman, Director May 29, 2026 Donald P. Monaco /s/ Carmen Diges Director May 29, 2026 Carmen Diges /s/ Steve Kircher Director May 29, 2026 Steve Kircher /s/ Jimmy Byrd Director May 29, 2026 Jimmy Byrd /s/ David Jiang Director May 29, 2026 David Jiang /s/ Andy Kaplan Director May 29, 2026 Andy Kaplan 78 Index to Financial Statements Financial Statements: Report of Independent Registered Public Accounting Firm PCAOB ID No. 00457 F-2 Balance Sheets F-4 Statements of Operations F-5 Statement of Stockholders’ Equity F-6 Statements of Cash Flows F-7 Notes to Financial Statements F-8 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of NextTrip, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of NextTrip, Inc. (the Company) as of February 28, 2026 and 2025, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended February 28, 2026, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of February 28, 2026 and 2025, and the results of its operations and its cash flows for each of the years in the two-year period ended February 28, 2026, in conformity with accounting principles generally accepted in the United States of America. Substantial Doubt about the Company’s Ability to Continue as a Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. The losses in conjunction with uncertainty around the success of management’s future plans, raise substantial doubt about its ability to continue as a going concern. Management’s plans are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. F- 2 Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Business Combinations and Valuation of Intangible Assets Description of the Matters As described in Notes 4 and 6 to the financial statements, the Company completed two business combinations during the current year in accordance with ASC 805: Business Combinations. Accounting for these transactions, including the related valuations and allocations, is inherently complex, involving significant management estimates and assumptions that are subject to management bias and estimation uncertainty. Auditing these transactions required complex and subjective auditor judgment. Accordingly, we determined these matters to be critical audit matters. How We Addressed the Matters Our procedures included, among others: 1) testing the valuation methodologies to ensure they were in accordance with GAAP and appropriate for the transaction; 2) testing the reasonableness of key assumptions and inputs used in the valuation; 3) testing the underlying data used in projections; 4) involving our valuation specialist to assist in evaluating methodology and key inputs; and 5) testing the price allocation to identifiable assets. Lastly, we also evaluated management’s impairment analysis and performed substantive testing over intangible assets, including amortization recalculations. /s/ Haynie Haynie Salt Lake City, Utah May 29, 2026 PCAOB # 457 We have served as the Company’s auditor since 2024. F- 3 NEXTTRIP, INC. CONSOLIDATED BALANCE SHEETS As of February 28, 2026 and February 28, 2025 2026 2025 ASSETS Cash and cash equivalents $ 1,696,090 $ 1,062,367 Accounts receivable, net 119,168 22,567 Prepaid expenses and other current assets 1,336,026 1,380,575 Total Current Assets 3,151,284 2,465,509 Non-Current assets Property and equipment, net 1,603 4,119 Intangible assets, net 4,258,220 2,127,368 Security deposit 40,167 30,167 Goodwill 3,123,684 1,167,805 Equity investments 2,502,000 3,407,610 Other prepaid assets - 733,575 Total Non-Current Assets 9,925,674 7,470,644 Total Assets $ 13,076,958 $ 9,936,153 LIABILITIES Current Liabilities Accounts payable $ 725,541 $ 1,184,404 Accrued expenses 748,103 721,382 Deferred revenue 1,655,990 97,770 Derivative liability 80,000 - Contingent consideration 180,000 - Licensing & royalty payment obligations, current portion 136,582 - Notes payable 386,072 506,004 Notes payable - related parties - 61,526 Notes payable - 61,526 Total Current Liabilities 3,912,288 2,571,086 Non-Current Liabilities SBA EIDL Loan 98,179 - Licensing & royalty payment obligations, net of current portion 305,090 - Line of credit - related parties 3,000,000 - Total Non-Current Liabilities 3,403,269 - Total Liabilities 7,315,557 2,571,086 Commitments and Contingencies (Note 19) - - Mezzanine Equity (Note 20) Common Stock, $ 0.001 par value; 250,000,000 shares authorized; 96,774 and 0 shares issued and outstanding, respectively 387,000 - Stockholders’ Equity Preferred Stock, $ 0.001 par value; 10,000,000 shares authorized; 100,316 and 3,106,616 shares issued and outstanding, respectively 101 3,107 Common Stock, par value $ 0.001 ; 250,000,000 shares authorized, 13,978,171 and 1,656,738 shares issued and outstanding, respectively 13,979 1,657 Additional Paid in Capital 55,957,740 41,710,126 Accumulated deficit ( 50,597,419 ) ( 34,349,823 ) Total Stockholders’ Equity 5,374,401 7,365,067 Total Liabilities and Stockholders’ Equity $ 13,076,958 $ 9,936,153 See accompanying notes to financial statements F- 4 NEXTTRIP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED FEBRUARY 28, 2026 AND FEBRUARY 28, 2025 February 28, 2026 February 28, 2025 Revenue $ 3,715,528 $ 501,423 Cost of revenue (exclusive of depreciation and amortization, shown separately below) ( 3,063,042 ) ( 498,121 ) Gross profit 652,486 3,302 Operating Expenses Salaries and benefits 2,804,118 2,630,663 Stock based compensation 193,125 67,874 General and administrative 202,774 95,341 Sales and marketing 486,739 307,166 Professional service fees 7,512,409 2,228,481 Technology 1,047,960 843,296 Organization costs 2,580,829 213,613 Depreciation and amortization 1,097,804 713,236 Asset impairment charge 463,860 - Provision for credit loss 315,495 - Other operating expenses 312,547 317,061 Total Operating Expenses 17,017,660 7,416,731 Operating loss ( 16,365,174 ) ( 7,413,429 ) Other Income/(Expenses) Loss on disposal of assets - ( 90 ) Gain on derivative liability 50,000 - Loss on extinguishment of liability ( 95,600 ) ( 1,134,579 ) Loss on promissory note receivable - ( 1,000,000 ) Interest income (expense), net ( 1,106,788 ) ( 589,039 ) Other Income (expense) 1,616,935 16,099 Total other income (expense) 464,547 ( 2,707,609 ) Net loss from continuing operations before taxes ( 15,900,627 ) ( 10,121,038 ) Provision for income taxes - - Net loss from continuing operations before share of net income (loss) in equity method investee $ ( 15,900,627 ) $ ( 10,121,038 ) Share of net loss of equity method investee ( 11,307 ) ( 7,390 ) Net loss from continuing operations ( 15,911,934 ) ( 10,128,428 ) Net income (loss) from discontinued operations, net of taxes - 8,344 Net loss ( 15,911,934 ) ( 10,120,084 ) Preferred Dividends ( 335,662 ) ( 78,600 ) Net Loss Applicable to Common Stockholders $ ( 16,247,596 ) $ ( 10,198,684 ) Basic and diluted loss per common share from continuing operations $ ( 1.82 ) $ ( 2.24 ) Basic and diluted loss per common share from discontinued operations $ - $ 0.01 Basic and diluted loss per common share $ ( 1.82 ) $ ( 2.23 ) Basic and diluted weighted average number of common shares 8,930,520 4,566,787 See accompanying notes to financial statements F- 5 NEXTTRIP, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED FEBRUARY 28, 2026 AND FEBRUARY 28, 2025 Shares Amount Shares Amount Capital Deficit Total Preferred Common Additional Paid in Accumulated Shares Amount Shares Amount Capital Deficit Total Balances, February 29, 2024 472,996 $ 474 936,430 $ 936 $ 27,277,758 $ ( 24,151,139 ) $ 3,128,029 Net Loss - - - - - ( 10,120,084 ) ( 10,120,084 Preferred Stock Dividends - - - - 78,600 ( 78,600 ) - Issuance of Preferred Shares in Private Placements 830,284 830 - - 3,872,104 - 3,872,934 Conversion of Preferred Shares to Common Shares ( 409,502 ) ( 410 ) 409,502 410 - - - Issuance of Preferred Shares for Debt Conversions 1,459,434 1,460 - - 4,651,040 - 4,652,500 Issuance of Securities for Services 109,113 109 160,990 161 2,407,193 - 2,407,463 Securities Issued for Equity Investments 644,291 644 8,065 8 2,938,704 - 2,939,356 Issuance of Commitment Shares for Equity Line of Credit - - 32,786 33 99,967 - 100,000 Issuance of Common Shares for Warrant Exercises - - 104,965 105 316,890 - 316,995 Stock Compensation - - 4,000 4 67,870 - 67,874 Balances, February 28, 2025 3,106,616 $ 3,107 1,656,738 $ 1,657 $ 41,710,126 $ ( 34,349,823 ) $ 7,365,067 Net loss - - - - - ( 15,911,934 ) ( 15,911,934 ) Preferred stock dividends - - 99,169 100 335,562 ( 335,662 ) - Issuance of preferred shares for FSA Travel, LLC acquisition 282,258 282 - - 875,359 - 875,641 Issuance of common shares for JOURNY.tv asset acquisition - - 20,000 20 115,180 - 115,200 Issuance of common shares for GoUSA asset acquisition - - 105,638 106 349,894 - 350,000 Issuance of securities pursuant to private placements 181,250 181 1,762,026 1,762 5,859,857 - 5,861,800 Issuance of common shares pursuant to reverse acquisition of Sigma - - 5,843,993 5,844 ( 5,844 ) - - Issuance of common shares exchange for registration statement withdrawal - - 10,000 10 30,090 - 30,100 Offering costs - - - - ( 295,072 ) - ( 295,072 ) Issuance of common shares for third party services - - 973,770 974 3,629,509 - 3,630,483 Issuance of warrants for third party services - - - - 245,890 - 245,890 Exchange of common shares for prefunded warrants - - ( 75,000 ) ( 75 ) 75 - - Securities issued in connection with debt conversion 14,803 15 33,000 33 317,886 - 317,934 Issuance of securities for equity investments - - 20,000 20 61,980 - 62,000 Warrants issued in connection with bridge loan financing - - - - 177,398 - 177,398 Cashless exercise of warrants - - 44,226 44 ( 44 ) - - Conversion of preferred shares to common shares pursuant to shareholder approval ( 3,484,611 ) ( 3,484 ) 3,484,611 3,484 - - - Issuance of securities for directors’ services - - - - 2,356,769 - 2,356,769 Issuance of stock options to employees - - - - 193,125 - 193,125 Balances, February 28, 2026 100,316 $ 101 13,978,171 $ 13,979 $ 55,957,740 $ ( 50,597,419 ) $ 5,374,401 See accompanying notes to financial statements F- 6 NEXTTRIP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED FEBRUARY 28, 2026 AND FEBRUARY 28, 2025 February 28, 2026 February 28, 2025 Cash Flows from Operating Activities: Net Loss from continuing operations $ ( 15,911,934 ) $ ( 10,128,428 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization – property and equipment and intangibles 1,097,804 713,236 Amortization of Debt Discount 687,037 342,935 Provision for credit loss 315,495 - Shares issued for professional services 4,760,992 236,112 Asset impairment charge 463,860 - Gain on derivative liability ( 50,000 ) - Loss on promissory note receivable - 1,000,000 Stock based compensation - employees 193,125 67,874 Stock based compensation – former directors 2,356,769 - Loss on extinguishment of liability 95,600 1,134,579 Write-off of prepaid offering costs 130,100 - Loss on disposal of assets - 90 Loss on share of net income in equity method investee 11,307 7,390 Changes in operating assets and liabilities: Accounts receivable ( 96,601 ) 11,515 Related party receivable ( 315,495 ) - Prepaid expenses 44,549 159,343 Security deposit ( 10,000 ) 12,000 Accounts payable and accrued expenses ( 432,142 ) 1,397,007 Deferred revenue 1,558,220 ( 42,151 ) Licensing & royalty payment obligations, current portion 136,582 - Licensing & royalty payment obligations, net of current portion 305,090 - SBA Loan 98,179 - Net cash used in operating activities from continuing operations ( 4,561,463 ) ( 5,088,498 ) Net cash provided in operating activities from discontinued operations - 8,344 Net cash used in operating activities ( 4,561,463 ) ( 5,080,154 ) Cash Flows from Investing activities: Capitalized software development costs ( 109,000 ) ( 534,751 ) Investment in equity method investee ( 25,000 ) ( 500,000 ) Sale of assets - 1,000 GoUSA asset purchase ( 645,000 ) - TA Pipeline LLC acquisition ( 443,168 ) - FSA Travel LLC acquisition ( 900,000 ) - JOURNY.tv asset purchase ( 599,800 ) - Net cash used in investing activities ( 2,721,968 ) ( 1,033,751 ) Cash Flows from Financing Activities: Notes payable ( 362,999 ) 1,967,224 Issuances of common shares 5,301,800 - Offering Costs ( 295,072 ) - Proceeds from issuance of preferred shares 560,000 2,450,000 Exercise of warrants - 316,994 Advances from related party, net 2,713,425 2,118,249 Net cash provided by financing activities 7,917,154 6,852,467 Increase in cash 633,723 738,562 Cash - beginning of the period 1,062,367 323,805 Cash - end of the period $ 1,696,090 $ 1,062,367 Supplemental cash flow information Cash paid for interest $ 376,516 $ 91,680 Cash paid for taxes $ - $ - Non-Cash Financing Transactions Issuance of preferred shares for services $ - $ 329,520 Issuance of common shares for services $ 3,630,483 $ 706,870 Issuance of common shares as commitment shares $ - $ 100,000 Issuance of common warrants for services $ 245,890 $ 1,371,072 Issuance of common shares for equity investments $ 5,301,800 $ 24,356 Issuance of preferred shares for equity investments $ 560,000 $ 2,915,000 Preferred stock dividends $ 335,662 $ 78,600 See accompanying notes to financial statements F- 7 NEXTTRIP, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FEBRUARY 28, 2026 AND FEBRUARY 28, 2025 NOTE 1 - Business Description and Going Concern Sigma Additive Solutions, Inc. (“Sigma”), the legal acquiror of NextTrip, was initially incorporated as Messidor Limited in Nevada on December 23, 1985, and changed its name to Framewaves Inc. in 2001. On September 27, 2010, the name was changed to Sigma Labs, Inc. On May 17, 2022, Sigma Labs, Inc. began doing business as Sigma Additive Solutions, and on August 9, 2022, changed its name to Sigma Additive Solutions, Inc. On March 11, 2024, Sigma filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation, as amended to date, with the Secretary of State of the State of Nevada, pursuant to which, effective as of 12:01 a.m. Pacific time on March 13, 2024, among other things, Sigma’s corporate name was changed from Sigma Additive Solutions, Inc. to “NextTrip, Inc.” The Company’s corporate office is located at 3900 Paseo del Sol, Santa Fe, NM 87507. The consolidated financial statements include the accounts of the Company’s wholly owned subsidiaries, NextTrip Holdings Inc., incorporated on October 22, 2015, and Extraordinary Vacations USA, Inc., incorporated on June 24, 2002. Prior to the NextPlay Exchange Agreement, as described below, NextTrip Holdings, Inc. (“NTH”) was a wholly owned subsidiary of NextTrip Group, LLC (“NTG”), which in turn, was a wholly owned subsidiary of NextPlay Technologies, Inc. (“NextPlay”). All of the business operations of NTG were conducted through its subsidiaries. On January 25, 2023, NextPlay and NTG entered into an Amended and Restated Separation Agreement, Amended and Restated Operating Agreement, and Exchange Agreement (the “NextPlay Exchange Agreement”), whereby NextPlay transferred their interest in the travel business to NTG. Pursuant to the NextPlay Exchange Agreement, NextPlay exchanged 1,000,000 Membership Units of NTG for 400,000 Preferred Units of NTG, with a value of $ 10 per unit. Prior to the exchange for Preferred Units, NTG had a payable due to NextPlay of $ 17,295,873 , representing cash advances and payment of expenses by NextPlay on behalf of NTG, while NextPlay had obligations to provide ongoing support to NTH. Such liability was settled by the issuance of the Preferred Units and the waiver of all of NextPlay’s ongoing support obligations except for a $ 1.5 million advance remaining under a promissory note and, as such, NTH recorded the payable as contributed capital. The Company provides travel technology solutions with sales originating in the United States, with a primary emphasis on hotels, air, and all-inclusive travel packages. Our proprietary booking engine, branded as NextTrip 2.0, provides travel distributors access to a sizeable inventory. The Company owns 50 % of Next Innovation LLC, a Joint Venture (“Next Innovation”), which is dormant. No activities nor operations occurred through Next Innovation in fiscal years 2024 or 2025 and the Company does not have control of Next Innovation and therefore no minority interest was recorded. Reverse Acquisition On October 12, 2023, the Company (then known as Sigma) entered into a Share Exchange Agreement (as amended, the “Exchange Agreement”) with NTH, NTG, and William Kerby (the “NextTrip Representative”). Under the terms of the Exchange Agreement, the parties agreed that NTG would sell and transfer to the Company all of the issued and outstanding shares of NTH in exchange for 156,007 restricted shares of Company common stock (the “Closing Shares”), issuable at closing, and the right to receive up to an additional 5,843,993 restricted shares of Company common stock upon satisfaction of certain milestones set forth in the Exchange Agreement (the “Contingent Shares,” and together with the Closing Shares, the “Restricted Shares”), which Restricted Shares are issuable to the members of NTG, on a pro rata basis, under the terms of the Exchange Agreement, subject to certain closing conditions (the “NextTrip Acquisition”). Upon the closing of the NextTrip Acquisition on December 29, 2023, NTH became a wholly owned subsidiary of the Company. The Contingent Shares, together with the Closing Shares, will not exceed 6,000,000 shares of Company common stock, or approximately 90.2 % of the issued and outstanding shares of Company common stock immediately prior to the closing. The NextTrip Acquisition will likely result in a change of control, with the members of NTG receiving an aggregate number of shares that exceeds the number of shares held by the legacy shareholders of Sigma. As a result, the NextTrip Acquisition is accounted for as a reverse acquisition of NTH by the Company, whereby the Company is treated as the legal acquirer and NTH is treated as the accounting acquirer. As a result, the historical financial information for the periods prior to closing of the NextTrip Acquisition presented is that of NTH. F- 8 In accordance with ASC 805 - 40 - 45 - 1, the consolidated financial statements prepared following a reverse acquisition are issued under the name of the legal parent (NextTrip, Inc., f/k/a Sigma Additive Solutions, Inc.) but described in the notes to the financial statements as a continuation of the financial statements of the legal subsidiary (NTH), with one adjustment, which is to retroactively adjust the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree. That adjustment is required to reflect the capital of the legal parent. Comparative information presented in the consolidated financial statements also is retroactively adjusted to reflect the legal capital of the legal parent. Under ASC 805 - 40 - 45 - 2, the consolidated financial statements represent the continuation of the legal subsidiary except for the capital structure, as follows: (a) The assets and liabilities of the legal subsidiary recognized and measured at their pre-combination carrying amounts; (b) The assets and liabilities of the legal parent recognized and measured in accordance with the guidance in this topic applicable to business combinations (ASC 805); (c) The retained earnings and other equity balances of the legal subsidiary before the business combination; (d) The amount required to be recognized as issued equity interests in the consolidated financial statements determined by adding the issued equity interest of the legal subsidiary outstanding immediately before the business combination to the fair value of the legal parent determined in accordance with the guidance in ASC 805 applicable to business combinations. However, the equity structure reflects the equity structure of the legal parent, including the equity interests the legal parent issued to affect the combination. Accordingly, the equity structure of the legal subsidiary is restated using the exchange ratio established in the acquisition agreement to reflect the number of shares of the legal parent issued in the reverse acquisition. The assets and liabilities of Sigma were recognized at fair value under ASC 805 as described in NOTE 12 – Goodwill. Going Concern As of February 28, 2026, and February 28, 2025, the Company had an accumulated deficit of $ 50,597,419 and $ 34,349,823 , respectively, and working capital deficit of $ 761,004 and $ 105,577 , respectively, and has incurred losses since incorporation. The Company will need to raise additional funds through equity or debt financings to support its on-going operations, increase market penetration of its products, expand the marketing and development of its travel and technology driven products, provide capital expenditures for additional equipment and development costs, payment obligations, and systems for managing the business including covering other operating costs until the planned revenue streams are fully implemented and begin to offset the Company’s operating costs. In the event the Company is unable to raise adequate funding in the future for its operations and to pay its outstanding debt obligations, the Company may be forced to scale back its business plan and/or liquidate some or all of its assets or may be forced to seek bankruptcy protection. In light of the foregoing, there is substantial doubt about the Company’s ability to continue as a going concern for 12 months from the date of the filing of this Report. NOTE 2 – Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States. The financial statements have been prepared on a consolidated basis with those of the Company’s wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Functional and presentation currency These financial statements are presented in United States dollars (“USD”), which is the Company’s functional and reporting currency. All financial information has been rounded to the nearest dollar except where otherwise indicated. F- 9 Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These differences could have a material effect on the Company’s future results of operations and financial position. Significant items subject to estimates and assumptions include the carrying amounts of intangible assets, depreciation and amortization. Information about key assumptions and estimation uncertainty that has a significant risk of resulting in a material adjustment to the carrying amounts of the Company’s assets and liabilities within the next financial year are referenced in the notes to the financial statements as follows: ● The assessment of the Company to continue as a going concern; ● The assessment of the allowance on the related party promissory note receivable; ● Estimates of purchase price allocation; ● The measurement and useful life of intangible assets and property and equipment ● Estimates of fair value of equity instruments; ● Recoverability of long lived assets Loss Per Share – The computation of loss per share is based on the weighted average number of shares outstanding during the period in accordance with ASC Topic No. 260, “Earnings Per Share.” Shares underlying the Company’s outstanding warrants, options, preferred stock or note conversion features were excluded due to the anti-dilutive effect they would have on the computation. At February 28, 2026 and February 28, 2025, the Company had the following common shares underlying these instruments: Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share 2026 2025 Year Ended February 28 2026 2025 Warrants 4,758,581 3,015,885 Stock Options 914,825 76,342 Preferred Stock 103,570 3,109,663 Total Underlying Common Shares 5,776,976 6,201,890 Cash and Cash Equivalents Cash consists of amounts denominated in USD. The Company has not experienced any losses on such accounts. The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of February 28, 2026, or February 28, 2025. Prepaids The Company records cash paid in advance for goods and/or services to be received in the future as prepaid expenses. Prepaid expenses are expensed over time according to the terms of the purchase. Other current assets are recognized when it is probable that the future economic benefits will flow to the Company and the asset has a cost or value that can be measured reliably. It is then charged to expense over the expected number of periods during which economic benefits will be realized. Accounts Receivable Trade Accounts receivable Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for credit losses is the Company’s best estimate of the amount of probable losses in its existing accounts receivable. The Company considers accounts receivable to be fully collectible; accordingly, no allowance for credit losses is required. If amounts become uncollectible, they will be charged to operations when that determination is made. Trade accounts receivable balances as of February 28, 2026 and February 28, 2025, were $ 119,168 and $ 22,567 , respectively. F- 10 Related Party Advances At February 28, 2026, accounts receivable, net included advances receivable from NextTrip Privilege, Inc., a related party of the Company (see Note 17), with a gross balance of $ 315,495 and an allowance for credit losses of $ 315,495 , resulting in a net carrying value of $ 0 . The Company recorded $ 315,495 in credit loss expense in respect of the advances during the year ended February 28, 2026, equal to the entire gross balance, based on NextTrip Privilege’s pre-revenue status, the going-concern opinion issued by NextTrip Privilege’s independent auditor, the absence of proceeds raised under NextTrip Privilege’s qualified Regulation A offering at February 28, 2026, the contractual subordination of advance repayments to NextTrip Privilege’s operating obligations, and the absence of collateral. The Company’s maximum exposure to loss in respect of the advances at February 28, 2026 is $ 315,495 . The Company will reassess the allowance at each subsequent reporting date and upon the occurrence of events that may affect collectability. Investments in Equity Method Investees The Company holds investments in certain entities that are accounted for under the equity method of accounting, as well as investments that are accounted for under the fair value method pursuant to ASC 321, “Investments - Equity Securities.” Under the equity method, investments in entities in which the Company has significant influence, but not control, are initially recognized at cost and adjusted thereafter to recognize the Company’s share of the investees’ earnings or losses and other comprehensive income. The Company determines the existence of significant influence based on various factors, including representation on the investees’ board of directors, participation in policy-making processes, and material intercompany transactions. The Company’s equity method investments are evaluated periodically for impairment by assessing whether events or changes in circumstances indicate that the carrying value of the investment may not be recoverable. When such indicators exist, the Company performs an impairment test and recognizes an impairment loss to the extent that the carrying amount of the investment exceeds its fair value. Distributions received from equity method investees that exceed cumulative earnings recognized by the Company are considered a return of investment and are recorded as a reduction in the carrying amount of the investment. Adjustments resulting from changes in the Company’s ownership interest in equity method investees that do not result in a loss of significant influence are accounted for prospectively. Basis Difference In accordance with ASC 323, “Investments - Equity Method and Joint Ventures,” the Company records a basis difference when the carrying value of its equity method investment differs from its share of the investee’s fair value of net assets at the acquisition date. This basis difference is allocated to the investee’s identifiable assets and liabilities based on their fair values. The amortization of any basis difference related to depreciable assets, such as property, plant, and equipment, is recognized in the Company’s share of the investee’s earnings or losses. Any basis difference related to non-depreciable assets, including goodwill, is generally not amortized, but is subject to impairment testing as necessary. The Company assesses the impact of any basis differences on its earnings and the carrying value of its equity method investments. If a basis difference is determined to exist, the appropriate adjustments are made to reflect the amortization of such differences in the consolidated financial statements. Investments in Equity Securities without Readily Determinable Fair Value In accordance with ASC 321-10-35-2, the Company holds certain investments in equity securities in which the Company does not have significant influence or control, and for which fair value is not readily determinable. These investments are primarily accounted for at cost, less any impairment. The carrying amount is periodically evaluated for impairment, and if necessary, an impairment loss is recognized in the statement of operations. These investments are not adjusted for unrealized gains or losses unless an impairment is identified. Equity in Earnings of Equity Method Investees The Company’s share of earnings or losses from equity method investees is recognized in the consolidated statement of operations within “Equity in share of loss of equity method investees,” net of any related income taxes. F- 11 Fair Value Measurements The fair value of equity method investments is disclosed when available and practical to determine. However, for investments that are not readily marketable, such as non-public entities, fair value is not typically recognized in the financial statements unless the investment is impaired. Property and Equipment Recognition and measurement Items of property and equipment are measured at cost, less accumulated depreciation and accumulated impairment losses. When parts of an item of property and equipment have different estimated useful lives, they are accounted for as separate items within property and equipment. The costs of the ongoing regular repairs and maintenance of property and equipment are recognized in the period in which they are incurred. Depreciation Depreciation is recognized in profit or loss over the estimated useful lives of each part of an item of property and equipment in a manner that most closely reflects management’s estimated future consumption of the future economic benefits embodied in the asset. The estimated useful lives for the Company’s property and equipment are as follows: Schedule of Estimated Useful Lives for Property and Equipment Category Method Estimated useful life Furniture & Fixtures Straight line 5 years Computer & Equipment Straight line 3 years Intangible assets The Company measures separately acquired intangible assets at cost, less accumulated amortization and impairment losses. The Company recognizes internally developed intangible assets when it has determined that the completion of such is technically feasible, and the Company has sufficient resources to complete the development. Subsequent expenditures are capitalized when they increase the future economic benefits of the associated asset. All other expenditures are recorded in profit or loss as incurred. The Company assesses whether the life of intangible asset is finite or indefinite. The Company reviews the amortization method and period of use of its intangible assets at least annually. Changes in the expected useful life or period of consumption of future economic benefits associated with the asset are accounted for prospectively by changing the amortization method or period as a change in accounting estimates in profit or loss. The Company has assessed the useful life of its trademarks as indefinite. The estimated useful lives for the Company’s finite life intangible assets are as follows: Schedule of Estimated Useful Lives for Finite Life Intangible Assets Category Method Estimated useful life Software Straight line 1 - 3 years Software licenses Straight line 0.5 - 4 years Software Development Costs The Company capitalizes internal software development costs subsequent to establishing technological feasibility of a software application in accordance with guidelines established by “ASC 985-20-25” Accounting for the Costs of Software to Be Sold, Leased, or Otherwise Marketed, requiring certain software development costs to be capitalized upon the establishment of technological feasibility. The establishment of technological feasibility and the ongoing assessment of the recoverability of these costs require considerable judgment by management with respect to certain external factors such as anticipated future revenue, estimated economic life, and changes in software and hardware technologies. Amortization of the capitalized software development costs begins when the product is available for general release to customers. Capitalized costs are amortized based on the straight-line method over the remaining estimated economic life of the product. F- 12 Impairment of Intangible Assets In accordance with ASC 350-30-65 “Goodwill and Other Intangible Assets”, the Company assesses the impairment of identifiable intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important, which could trigger an impairment review include the following: 1. Significant underperformance compared to historical or projected future operating results. 2. Significant changes in the manner or use of the acquired assets or the strategy for the overall business, and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of an intangible asset may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent to the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Intangible assets that have finite useful lives are amortized over their useful lives. Leases The Company adopted ASU 2016-02 (Topic ASC 842) Leases, which requires a lessee to recognize a lease asset and a leases liability for operating leases arrangements greater than twelve (12) months. We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Fair Value of Financial Instruments The Company follows accounting guidelines on fair value measurements for financial instruments measured on a recurring basis, as well as for certain assets and liabilities that are initially recorded at their estimated fair values. Fair Value is defined as the exit price, or the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants as the measurement date. The Company uses the following three-level hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs to value its financial instruments: ● Level 1: Observable inputs such as unadjusted quoted prices in active markets for identical instruments. ● Level 2: Quoted prices for similar instruments that are directly or indirectly observable in the marketplace. ● Level 3: Significant unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires a significant judgment or estimation. Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires it to make judgments and consider factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed, or initial amounts recorded may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange. F- 13 The carrying amounts of the Company’s financial instruments including cash, accounts receivable, accounts payable, accrued expenses, convertible notes and notes payable approximate fair value due to the short-term maturities of these instruments. Put Option The Company does not use derivative instruments for hedging of market risk or for trading or speculative purposes. The derivative liability at November 30, 2025 results from an option (the “Put Option”), which is embedded in the restricted common shares issued by the Company pursuant to the acquisition of TA Pipeline LLC (“TA”). On August 6, 2025, the Company entered into a Membership Interest Purchase Agreement (the “TA MIPA”) with 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 from the TA Members (the “TA Acquisition”), resulting in TA becoming a wholly owned subsidiary of the Company. The TA Acquisition closed on August 6, 2025 (the “Closing Date”). Pursuant to the TA MIPA, as consideration for the TA Acquisition, at closing, the Company (i) paid the TA Members an aggregate of $ 443,168 in cash (the “TA Closing Payment”), $ 118,169 of which (the “Estimated Additional Closing Payment”) was paid as a purchase price adjustment based on the Members’ Deficit (as defined in the TA MIPA) set forth in the closing balance sheet provided by TA in connection with closing, as more particularly provided for by the TA MIPA; and (ii) issued an aggregate of 96,774 restricted shares of Company common stock (the “TA Closing Shares,” and together with the TA Closing Payment, the “TA Closing Consideration”) to the TA Members, valued at $ 387,000 , based on a price per share of $ 4.00 on August 6, 2025. The Estimated Additional Closing Payment is subject to adjustment, upward or downward, to the extent that the Members’ Deficit as of the closing date is determined to be less than or exceed $ 175,000 , as provided in the TA MIPA. In the event that the Fair Market Value of the Company’s common stock is less than $ 3.10 (the “Base Price”) during the three month period starting on the earlier of (1) the date on which the restricted shares of the Company’s common stock become eligible for public resale, and (2) the date that is twelve months after the Closing Date, each TA Member shall have the limited, one time option to exercise one of the following rights as to some or all of their outstanding TA Closing Shares and TA Milestone Shares (together the “TA Acquisition Shares”), by delivering notice to the Company: (i) the right to require the Company to repurchase from the TA Member all or any portion of their outstanding TA Acquisition Shares at the Base Price; (ii) the right to require the Company to issue to such TA Member that number of additional shares of Company common stock (the “Top Up Shares”) as is necessary to make the aggregate value of the number of TA Acquisition Shares (based on the Fair Market Value) equal to the original aggregate value of the TA Acquisition Shares (based on the Base Price) for the number of TA Acquisition Shares specified in the exercise notice; and (iii) the right to require the Company to pay to such TA Member, in cash, an amount equal to the product of (x) the number of TA Acquisition Shares specified in the exercise notice and (y) the positive difference, if any, between the Base Price and the Fair Market Value. Pursuant to ASC 815, management evaluated the Put Option embedded in the common shares and determined that such Put Option required bifurcation and will be accounted for as a derivative liability. The Put Option applicable to the TA Acquisition Shares will be marked to market at each reporting period. TA Milestone Payment In addition to the TA Closing Consideration, and as further consideration for the TA Acquisition, the Company is required to make an additional payment to the TA Members in the form of an earnout (the “TA Milestone Payment”), which shall be in an amount equal to five percent (5%) of the net revenues generated by TA during the 12 month period after the Closing Date (the “Milestone Period”), up to a maximum of $200,000. The TA Milestone Payment shall be paid to the TA Members within 10 days following completion of the Milestone Period and will be payable fifty percent (50%) in cash and fifty percent (50%) in restricted shares of Company common stock (the “TA Milestone Shares”). The TA Milestone Payment is classified as a liability pursuant to ASC 480 since the Company may be required to repurchase the TA Milestone Shares upon the occurrence of certain events outside the Company’s control. As such, the TA Milestone Payment will be marked to market at each reporting period. F- 14 The fair values of the Put Option and the TA Milestone Payment measured on a recurring basis are as follows: Schedule of Fair Values of the Put Option and the TA Milestone Payment Measured On a Recurring Basis Fair Value Input Level Fair Value Input Level February 28, 2026 Date of Issuance – August 6, 2025 Fair Value Input Level Fair Value Input Level Derivative liability – Put Option $ 80,000 Level 3 $ 130,000 Level 3 Contingent Consideration – TA Milestone Payment $ 180,000 Level 3 $ 180,000 Level 3 The following table presents a reconciliation of the derivative liability measured at fair value on a recurring basis using significant unobservable input (Level 3): Schedule of Derivative Liability Measured at Fair Value On a Recurring Basis Put Option TA Milestone Payment Fair Value on Issuance Date $ 130,000 $ 180,000 Change in fair value $ ( 50,000 ) - Fair value on February 28, 2026 $ 80,000 $ 180,000 On February 24, 2026, the former TA Members submitted an exercise notice of their option to require the Company to repurchase all of their TA acquisition shares. The Company believes that the former TA Members are in breach of their obligations under the Purchase Agreement and therefore has declined to honor the exercise of the put option and has refused to purchase the shares. The parties are in discussions to resolve the dispute; however, the outcome of such discussions is uncertain. The Company believes it has meritorious defenses and intends to vigorously defend against any claims, as well as assert any and all counterclaims relating to the TA Members’ breach of their obligations. Because the terms of any potential settlement were not known or knowable at February 28, 2026, no adjustment to the fair value of the put option has been recorded. Concentration of Credit Risk - The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on its cash and cash equivalents. Stock Based Compensation – The Company recognizes compensation costs to employees under ASC Topic No. 718, “Compensation – Stock Compensation.” Under ASC Topic No. 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share based compensation arrangements may include stock options, grants of shares of common stock with and without restrictions, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at its fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option or stock grants. Equity instruments issued to non-employees are recorded on the basis of the fair value of the instruments, as required by ASC Topic No. 718. In general, the measurement date is either (a) when a performance commitment, as defined, is reached or (b) the earlier of the date that (i) the non-employee performance requirement is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the FASB Accounting Standards Codification. Revenue Recognition The Company recognizes revenue in accordance with ASC Topic No. 606. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers . ASU 2014-09 is a comprehensive revenue recognition standard that superseded nearly all existing revenue recognition guidance under prior GAAP and replaced it with a principles-based approach for determining revenue recognition. The core principle of the standard is the recognition of revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In general, we determine revenue recognition by: (1) identifying the contract, or contracts, with our customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to performance obligations in the contract; and (5) recognizing revenue when, or as, we satisfy performance obligations by transferring the promised goods or services. F- 15 The Company recognizes revenue when the customer has purchased the product, the occurrence of the earlier of date of travel and the date of cancellation has expired, as satisfaction of the performance obligation, the sales price is fixed or determinable and collectability is reasonably assured. Revenue for customer travel packages purchased directly from the Company are recorded gross (the amount paid to the Company by the customer is shown as revenue and the cost of providing the respective travel package is recorded to cost of revenues). The Company generates revenues from sales directly to customers as well as through other distribution channels of tours and activities at destinations throughout the world. The Company controls the specified travel product before it is transferred to the customer and is therefore a principal, based on but not limited to, the following: ● The Company is primarily responsible for fulfilling the promise to provide such travel product. ● The Company has inventory risk before the specified travel product has been transferred to a customer or after transfer of control to a customer. ● The Company has discretion in establishing the price for the specified travel product. Payments for tours or activities received in advance of services being rendered are recorded as deferred revenue and recognized as revenue at the earlier of the date of travel or the last date of cancellation (i.e., the customer’s refund privileges lapse). Sales and Marketing Selling and marketing expenses consist primarily of marketing and promotional expenses, expenses related to our participation in industry conferences, and public relations expenses. Sales and marketing expenses are charged to expense as incurred and are included in selling and promotions expenses in the accompanying consolidated financial statements. Sales and marketing expense for the years ended February 28, 2026 and February 28, 2025 was $ 486,739 and $ 307,166 , respectively. Income Taxes The Company accounts for income taxes in accordance with ASC Topic No. 740, “Accounting for Income Taxes.” Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the deferred tax assets will not be realized. Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented. The Company had no tax positions at February 28, 2026 or 2025 for which the ultimate deductibility was highly uncertain but for which there was uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the years ended February 28, 2026 and February 28, 2025, the Company recognized no interest and penalties. All tax returns for years starting with 2021 and thereafter remain open for examination by the IRS. F- 16 Recently adopted accounting pronouncements In July 2023, the FASB issued ASU 2023-03, Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718). The FASB Issued this ASU to amend and align various SEC paragraphs within the Codification with interpretive guidance recently issued by the Securities and Exchange Commission (SEC). Specifically, this update codifies the guidance from SEC Staff Accounting Bulletin (SAB) No. 120, which clarifies the application of ASC 718 – Compensation—Stock Compensation to certain share-based payment arrangements. SAB No. 120 was issued in response to concerns about so-called “spring-loaded” awards — share-based compensation arrangements granted shortly before the release of material nonpublic information (MNPI) that is expected to significantly affect the market price of the issuer’s stock. SAB No. 120 does not change the fundamental measurement principles of ASC 718, but it emphasizes the requirement to include the impact of MNPI in estimating fair value at the grant date when it is reasonable to expect that such information would be factored into the pricing by a market participant. Under ASC 718, entities must measure the grant-date fair value of equity-classified awards using an option-pricing model and inputs that reflect assumptions a market participant would make. SAB No. 120 reinforces that this includes: (i) adjusting expected volatility or stock price to reflect the anticipated impact of MNPI; (ii) documenting the rationale for assumptions that do not reflect such information, if applicable; and (iii) ensuring internal control processes capture relevant information in determining grant-date fair value. The Company adopted ASU 2023-03 effective January 1, 2024. In conjunction with this adoption, the Company reviewed its stock compensation grant practices and valuation procedures under ASC 718. While the Company has not historically granted awards in close proximity to the release of MNPI, it has updated its internal controls to require additional documentation and review for any future awards that may be subject to this scenario. The adoption of ASU 2023-03 did not result in any changes to the recognition or measurement of share-based payment expense in the Company’s consolidated financial statements. However, the Company enhanced its internal controls around the timing and valuation of equity awards to ensure compliance with the interpretive guidance of SAB No. 120 and ASC 718. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, to improve disclosures about a public entity’s reportable segments and address investor feedback for greater transparency. The Company adopted ASU 2023-07 for its fiscal year beginning March 1, 2025 (i.e., for the fiscal year ending February 28, 2026). The amendments require entities to disclose, on an annual and interim basis: (i) significant segment expense categories that are regularly provided to the chief operating decision maker (“CODM”); (ii) an explanation of how reported segment profit or loss is measured; (iii) the title and position of the CODM and a description of how the CODM uses the reported measures of segment profit or loss in assessing performance and allocating resources; and (iv) expanded segment disclosures in interim periods, consistent with annual disclosures. The annual disclosure provisions are reflected in Note 24 — Segment Information. The interim disclosure provisions will be reflected beginning with the Company’s Quarterly Report on Form 10-Q for the quarterly period ending May 31, 2026. In response to recent acquisitions and expanded business activities, during the third quarter of Fiscal 2026, our Chief Operating Decision Maker (“CODM”), who is our Chief Executive Officer, requested changes in the information that he regularly reviews for purposes of allocating resources and assessing performance. As a result, we have updated our reporting and beginning in the third quarter of fiscal year 2026, we report our financial performance based on our new segments, “Travel” and “Media”. A detailed description of our operating segments as of February 28, 2026 can be found in NOTE 24 to the Financial Statements and the Overview section of Item 2 of this Annual Report, entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Prior periods have been recast to conform to these newly identified segments. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The amendments require enhanced annual disclosures of (i) the effective tax rate reconciliation, using both prescribed categories and quantitative disclosure of individual reconciling items that meet specified thresholds, and (ii) income taxes paid (net of refunds), disaggregated by federal, state, and foreign jurisdictions, with further disaggregation by individual jurisdiction where payments equal or exceed 5% of total income taxes paid. The Company adopted ASU 2023-09 on a prospective basis for its fiscal year beginning March 1, 2025 (i.e., for the fiscal year ending February 28, 2026). Adoption resulted in expanded income tax footnote disclosures (see Note 14 — Income Taxes) but did not impact the Company’s consolidated financial position, results of operations, or cash flows. In March 2024, the FASB issued ASU 2024-02, Codification Improvements — Amendments to Remove References to the Concepts Statements . The Company adopted ASU 2024-02 for its fiscal year beginning March 1, 2025 and the adoption did not have a material impact on the Company’s consolidated financial statements. F- 17 Recently issued accounting pronouncements not yet adopted In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40) , as clarified by ASU 2025-01 issued in January 2025. The amendments require disaggregation of certain expense captions in the income statement into prescribed categories (purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion) within the footnotes. The amendments are effective for the Company’s annual reporting period beginning March 1, 2027 (fiscal year ending February 28, 2028) and interim periods within fiscal years beginning March 1, 2028. Early adoption is permitted. The Company is currently evaluating the impact on its consolidated financial statement disclosures and does not expect a change to the recognition or measurement of the underlying transactions. In November 2024, the FASB issued ASU 2024-04, Debt — Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments , which clarifies the requirements for accounting for the settlement of a convertible debt instrument as an induced conversion. The amendments are effective for the Company’s fiscal year beginning March 1, 2026 (fiscal year ending February 28, 2027). The Company does not currently have outstanding convertible debt instruments to which the amendments would apply. The Company’s mandatorily redeemable convertible preferred stock issued subsequent to year-end (see Note 25 — Subsequent Events) is outside the scope of Subtopic 470-20 and the amendments. The Company does not expect adoption to have a material impact on its consolidated financial statements. In July 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets . The amendments establish an elective practical expedient permitting an entity to assume that current conditions as of the balance sheet date will not change for the remaining life of current accounts receivable and contract assets when estimating expected credit losses. The amendments are effective for the Company’s fiscal year beginning March 1, 2026 (fiscal year ending February 28, 2027), applied prospectively. Early adoption is permitted. The Company is evaluating whether to elect the practical expedient. In September 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software . The amendments modernize the accounting model for internal-use software, eliminate the project-stage-based capitalization framework, and align the guidance with agile and iterative software development methods. The amendments are effective for the Company’s fiscal year beginning March 1, 2028 (fiscal year ending February 28, 2029), with early adoption permitted. Given the Company’s capitalized software costs related to its booking and media platforms, the Company is evaluating the expected impact on its capitalization policy and related disclosures. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements , which clarifies when interim reporting guidance applies and introduces a disclosure principle for material events in interim periods. The amendments are effective for interim periods within the Company’s fiscal year beginning March 1, 2028 (fiscal year ending February 28, 2029). The Company is evaluating the impact on its interim disclosures. In December 2025, the FASB issued ASU 2025-12, Codification Improvements , which contains 33 narrow-scope improvements across various Codification topics, including amendments to Topic 260 (Earnings per Share) and Topic 842 (Leases). The amendments are effective for the Company’s fiscal year beginning March 1, 2027 (fiscal year ending February 28, 2028), with early adoption permitted on an issue-by-issue basis. The Company does not expect adoption to have a material impact on its consolidated financial statements. The Company has considered all other recently issued and recently adopted accounting pronouncements and does not believe such pronouncements have had or will have a material impact on its consolidated financial statements. NOTE 3 – Discontinued Operations During the fiscal year ended February 29, 2024, the Company completed the sale of certain legacy assets of Sigma, which has been classified as discontinued operations in accordance with ASC 205-20, “Presentation of Financial Statements – Discontinued Operations.” F- 18 On October 6, 2023, the Company entered into a definitive asset purchase agreement (the “Divergent Agreement”) with Divergent Technologies, Inc. (“Divergent”), pursuant to which the Company agreed to sell to Divergent, and Divergent agreed to purchase from us, certain assets consisting primarily of patents, software code and other intellectual property for a purchase price of $ 1,626,242 , including a $ 37,000 earnest-money deposit previously paid to us by Divergent. The closing under the Divergent Agreement occurred subsequent to the closing of the reverse acquisition with NTH on January 12, 2024. The parties’ respective obligations to close were subject to the accuracy of the parties’ respective representations and warranties and performance of their respective covenants and satisfaction or waiver of other customary conditions specified in the Divergent Agreement. In the interim, between the signing date and closing date or termination of the Divergent Agreement, the Company granted Divergent a non-exclusive, nontransferable, non-sublicensable (except to Divergent customers and affiliates), limited, irrevocable (except in connection with the termination of the Divergent Agreement), worldwide, royalty-free license to the “Licensed IP” (as defined therein) for testing, evaluation, and commercialization purposes. A gain of $ 30,515 was recognized in the asset disposition transaction. During the year ended February 28, 2026, the Company did no t record any gain or loss from discontinued operations, and during the year ended February 28, 2025, the Company recorded a gain of $ 8,344 from discontinued operations. NOTE 4 - Acquisition of FSA Travel, LLC On February 6, 2025, the Company entered into a Membership Purchase Agreement (the “FSA Purchase Agreement”) with FSA Travel, LLC (“FSA”). Under the terms of the FSA Purchase Agreement, the Company acquired an initial 49 % membership interest in FSA for a total of $ 1,000,000 . The acquisition consideration consisted of $ 500,000 in cash and $ 500,000 of Series O Preferred shares ( 161,291 shares at $ 3.10 per share). The investment in FSA was initially accounted for using the equity method of accounting in accordance with ASC 323 because the Company had significant influence over the investee due to its 49 % ownership interest. Pursuant to the FSA Purchase Agreement, NextTrip was granted an option to acquire the remaining 51 % membership interest in FSA for an additional $ 1,000,000 . The option is exercisable within 60 days from the execution of the FSA Purchase Agreement, subject to the satisfaction of certain conditions outlined in the FSA Purchase Agreement. The consideration for the remaining interest would consist of $ 500,000 in cash and $ 500,000 of Series O Preferred shares ( 161,291 shares at $ 3.10 per share). On April 9, 2025, the Company exercised its option to purchase the remaining 51 % interest in FSA for additional consideration of $ 1.0 million comprised of $ 0.5 million in cash, and $ 0.5 million in shares of Series O Preferred ( 161,291 shares at $ 3.10 per share), pursuant to the FSA Purchase Agreement. In addition, on April 28, 2025, the Company paid an additional $ 0.8 million in contingent consideration (comprised of both cash and shares of Series O Preferred stock) to the former owners of FSA (the “FSA Unitholders”) pursuant to the FSA Purchase Agreement. The contingent consideration issued as purchase consideration provides for additional distributions to the FSA Unitholders, the amount of which is dependent on the acquired business’ achievement of certain milestones. The Company determined the fair value of the contingent consideration as of the acquisition date (April 9, 2025) based on the probability and timing of achieving the respective milestones. Upon completion of the acquisition of the remaining 51 % of FSA membership units, the acquisition of the remaining 51 % interest together with the initial 49 % interest acquired on February 6, 2025 was accounted for as a step acquisition (business combination) under ASC 805, Business Combinations, with the Company identified as the acquirer. A step acquisition occurs when a shareholder obtains control over an entity (that is considered a business) by acquiring an additional interest in that entity. Under step acquisition accounting, the acquirer’s previously held equity interest is remeasured to its fair value as of the date in which control was obtained and included as part of the total consideration when determining goodwill. Given the short duration between the initial equity purchase of FSA (which was accounted for under the equity method of accounting) and the purchase of the remaining outstanding shares of FSA, it was determined that the book value of such equity method accounting equaled its fair value at the time control was obtained. In accordance with the acquisition method of accounting, the purchase price has been assigned to the assets acquired, and the liabilities assumed, based on their estimated fair value at the acquisition date. The Company did not incur any acquisition-related costs in connection with the acquisition. F- 19 The Company has completed the analysis to assign fair values to all assets acquired and liabilities assumed. The table below sets forth the consideration paid and the fair value of the assets acquired and liabilities assumed for the acquisition: Schedule of Preliminary Analysis to Assign Fair Values to all Assets Acquired and Liabilities Assumed Consideration paid Cash $ 500,000 Common stock 387,000 Series O Preferred stock 500,000 Earnout Payment 800,000 Fair value of TA Milestone Payment 180,000 Fair value of derivative liability 130,000 Fair value of Initial Purchase 981,303 Total consideration $ 2,781,303 Assets acquired and liabilities assumed Cash and cash equivalents $ 471,660 Accounts receivable 13,460 Intangibles 960,000 Goodwill 1,669,058 Total assets $ 3,114,178 Accounts payable 12,474 Due to FSA Unitholders 221,481 SBA Loan 98,920 Deferred merchant bookings Total liabilities $ 332,875 Total net assets $ 2,781,303 The fair value of the working capital items, including accounts receivable, other receivables, trade payables and deferred revenue, approximates their respective carrying values at the date in which control was obtained. Effective January 1, 2021, the Company has adopted ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which created an exception to the recognition and measurement principles of ASC 805, Business Combinations, for the Company’s contract assets and liabilities, including deferred revenue, essentially resulting in the carryover of the historical amounts determined in accordance with ASC 606, Revenue from Contracts with Customers, rather than fair value. The fair value of the acquired tradename and acquired technology was determined using the relief from royalty method, which utilized projected financial information. The goodwill recognized in the acquisition primarily represents synergies with the existing operations of the Company, and the value of yet-to-be-acquired/developed customers, technology, assembled workforce, and any other assets. NOTE 5 – JOURNY.tv Asset Acquisition On 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. Pursuant 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 at $ 5.76 per share, valued at $ 115,200 . In addition, the Purchase Agreement requires the Company to make license fee payments to Ovation totaling $ 336,801 over the period from April 2025 through October 2027, which were recorded at their present value of $ 299,800 , discounted using the Company’s estimated cost of debt of 12.03 %. Total purchase consideration was $ 715,000 . The difference between the undiscounted payments and their present value will be recognized as interest expense using the effective interest method over the term of the license. In 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 . Either party may terminate the License Agreement in the event of a material default by the other party that is not cured within fifteen days after the defaulting party receives notice of such default. F- 20 The transaction was accounted for as an asset acquisition because while inputs were acquired (in the form of trademarks, distribution agreements, content licenses, and service agreements), there is not a continuation of revenues before and after the transaction. That is, due to the significant rebranding and redevelopment of the inputs acquired, the JOURNY.tv assets are not producing revenue post-closing of the transaction. Additionally, an organized workforce with the necessary skills and experience to create outputs was not included in the transaction. As such, the transaction does not meet the definition of a business and is considered an asset acquisition. On the acquisition date, the fair value of the intangible assets acquired was $ 715,000 , excluding $ 6,700 of acquisition-related direct costs which were expensed as incurred. The intangible assets have a weighted average estimated useful life of 16.7 years. NOTE 6 – Acquisition of TA Pipeline LLC On August 6, 2025 (the “Closing Date”), the Company entered into the TA Membership Interests Purchase Agreement (“MIPA”) with TA and the TA Members, pursuant to which the Company purchased all of the issued and outstanding membership interests of TA from the TA Members (the “TA Acquisition”), resulting in TA becoming a wholly-owned subsidiary of the Company. Pursuant to the TA MIPA, as consideration for the TA Acquisition, at closing, the Company (i) paid the TA Members an aggregate of $ 443,168 in cash (the “TA Closing Payment”), $ 118,169 of which (the “Estimated Additional Closing Payment”) was paid as a purchase price adjustment based on the Members’ Deficit (as defined in the TA MIPA) set forth in the closing balance sheet provided by TA in connection with closing, as more particularly provided for by the TA MIPA; and (ii) issued an aggregate of 96,774 restricted shares of Company common stock (the “TA Closing Shares,” and together with the TA Closing Payment, the “TA Closing Consideration”) to the TA Members, valued at $ 387,000 , based on a price per share of $ 4.00 on August 6, 2025. The Estimated Additional Closing Payment is subject to adjustment, upward or downward, to the extent that the Members’ Deficit as of the closing date is determined to be less than or exceed $ 175,000 , as provided in the TA MIPA. In addition to the TA Closing Consideration, and as further consideration for the TA Acquisition, the Company shall make an additional payment to the TA Members in the form of an earnout (the “TA Milestone Payment”), which shall be in an amount equal to five percent (5%) of the net revenues generated by TA during the 12 month period after the closing date (the “Milestone Period”), up to a maximum of $200,000. The TA Milestone Payment shall be paid to the TA Members within 10 days following completion of the Milestone Period and will be payable fifty percent (50%) in cash and fifty percent (50%) in restricted shares of Company common stock (the “TA Milestone Shares). ” The Company determined the fair value of the TA Milestone Payment as of the acquisition date based on an earnout option pricing model. The TA Milestone Payment will be marked to market at each reporting period. In addition to the foregoing, in the event that the Fair Market Value of the Company’s common stock is less than $ 3.10 (the “Base Price”) during the applicable Exercise Period, each TA Member shall have the limited, one time option (the “Put Option”), to exercise one of the following rights as to some or all of their outstanding TA Acquisition Shares by delivering notice to the Company: (i) the right to require the Company to repurchase from the TA Member all or any portion of their outstanding TA Acquisition Shares at the Base Price; (ii) the right to require the Company to issue to such TA Member that number of additional shares of Company common stock (the “Top Up Shares”) as is necessary to make the aggregate value of the number of TA Acquisition Shares specified in the notice (based on the Fair Market Value) equal to the original aggregate value of the number of TA Acquisition Shares specified in the notice (based on the Base Price); and (iii) the right to require the Company to pay to such TA Member, in cash, an amount equal to the product of (x) the number of TA Acquisition Shares specified in the notice and (y) the positive difference, if any, between the Base Price and the Fair Market Value. For purpose of the foregoing rights, the “Exercise Period” means the three month period commencing upon the earlier of: (i) with respect to the TA Closing Shares, (x) the date that the TA Closing Shares first become eligible for public resale and (y) the first anniversary of the closing date; and (ii) with respect to the TA Milestone Shares, (x) the date that the TA Milestone Shares first become eligible for public resale and (y) the first anniversary of the closing date. Additionally, for purpose of the foregoing rights, “Fair Market Value” means the volume weighted average price per share of the Company’s common stock for the twenty consecutive trading days immediately preceding the notice date. During the Exercise Period, each of the TA Members shall be prohibited from engaging in certain transactions in the Company’s stock, as more particularly set forth in the TA MIPA. The fair value of the Put Option was determined using the Black Scholes Pricing Model and will be marked to market at each reporting date. F- 21 In accordance with the acquisition method of accounting, the purchase price has been assigned to the assets acquired, and the liabilities assumed, based on their estimated fair value at the acquisition date. In connection with the acquisition, the Company incurred $ 25,855 in acquisition-related expenses, which were expensed as incurred. The Company has completed the analysis to assign fair values to all assets acquired and liabilities assumed. The table below sets forth the consideration paid and the fair value of the assets acquired and liabilities assumed for the acquisition: Schedule of Preliminary Analysis to Assign Fair Values to all Assets Acquired and Liabilities Assumed Consideration paid Cash $ 443,168 Common stock 387,000 Fair value of TA Milestone Payment 180,000 Fair value of derivative liability 130,000 Total consideration $ 1,140,168 Assets acquired and liabilities assumed Cash and cash equivalents $ 1,444,457 Intangibles 910,000 Goodwill 286,824 Total assets $ 2,641,281 Deferred merchant bookings 1,501,113 Total liabilities $ 1,501,113 Total net assets $ 1,140,168 The fair value of the working capital items, including cash and deferred merchant bookings, approximates their respective carrying values at the date on which control was obtained. The fair value of the acquired tradename, acquired supplier agreements, and acquired travel agency agreements were determined using the relief from royalty method, with or without method and multi-period excess earnings method, respectively, which utilized projected financial information. The goodwill recognized in the acquisition primarily represents synergies with the existing operations of the Company, and the value of yet-to-be-acquired/developed customers, technology, assembled workforce, and any other assets. NOTE 7 – GoUSA TV Asset Purchase On February 2, 2026, NextTrip, Inc. entered into an Asset Purchase Agreement with The Corporation for Travel Promotion, doing business as “Brand USA” (“Seller”), pursuant to which the Company agreed to purchase select content, brand rights, and distribution assets (collectively, the “Assets”) of GoUSA TV, a travel streaming platform originally launched to showcase destinations across the United States. GoUSA TV historically reached an estimated 200+ million viewers globally across connected TV, mobile applications, and digital platforms, including Samsung TV Plus, LG Channels, Titan OS, and TCL International. The aggregate consideration under the Purchase Agreement is $ 350,000 in cash plus restricted shares of the Company with a value of $ 350,000 based on the weighted average price of the shares for the twenty consecutive trading days ending on the trading day two trading days prior to closing. In addition, the Company will pay to Seller a royalty equal to 15 % of the Company’s gross advertising revenue from the exploitation of the acquired content rights during the three-year period beginning on the closing date. The Company has also agreed, for a three-year period beginning on closing, to pay a royalty of 1 % for every $ 100,000 in destination booking revenue directly attributed to the acquired content, with a minimum quarterly payment of $ 30,000 . Such minimum quarterly payments were recorded at their present value of $ 295,000 discounted using the Company’s estimated cost of debt of 12.03 %. The difference between the undiscounted payments and their present value will be recognized as interest expense using the effective interest method over the term of the license. The GoUSA TV assets are being integrated into JOURNY.tv within the Media segment. GoUSA TV content serves as a U.S.-focused demand-generation layer within NextTrip’s broader media-to-commerce ecosystem. F- 22 NOTE 8 - Investment in Equity Securities Investment in Blue Fysh Holdings Inc . On February 24, 2025, the Company entered into a Share Exchange Agreement with Blue Fysh Holdings Inc. (“Blue Fysh”), under which the Company acquired a 10 % ownership interest in Blue Fysh. As part of the transaction, the Company issued 483,000 shares of Series N Nonvoting Preferred at an issuance price of $ 5.00 per share, totaling $ 2,415,000 , in exchange for 82 restricted shares of Blue Fysh common stock. The transaction closed on February 28, 2025. The Company’s investment in Blue Fysh is accounted for under the cost method, as the Company does not have significant influence over Blue Fysh. No board appointments are contemplated as part of this transaction; however, the Company has the right to appoint a representative to the Blue Fysh Advisory Committee, which will allow the Company to receive financial updates as needed and to be informed of financial events that could significantly impact the Company’s ownership position. Since the Company’s ownership interest does not meet the criteria for significant influence pursuant to ASC 323, this investment is classified as an equity security without a readily determinable fair value and is initially recorded at cost. The Company will assess the investment for impairment in future periods and recognize any impairment losses as necessary. Investment in Playbook Investors’ Network, LLC On December 16, 2025 the Company entered into a Membership Interest Grant and Joinder Agreement with Playbook Investors Network, LLC (“PIN”) under which the Company acquired a 10 % membership interest in PIN in exchange for 20,000 shares of common stock at $ 3.10 per share and $ 25,000 in cash. The Company’s investment in PIN is accounted for under the cost method, as the Company does not have significant influence over PIN. No board appointments are contemplated as part of this transaction. Since the Company’s ownership interest does not meet the criteria for significant influence pursuant to ASC 323, this investment is classified as an equity security without a readily determinable fair value and is initially recorded at cost. The Company will assess the investment for impairment in future periods and recognize any impairment losses as necessary. NOTE 9 - Prepaid and Other Current Assets Prepaid and other current assets consisted of the following as of February 28, 2026 and as of February 28, 2025: Schedule of Prepaid and Other Current Assets February 28, 2026 February 28, 2025 Offering costs - 100,000 Current portion of two-year strategic consulting contract - 733,575 Cost of sales 539,993 121,588 Other expenses $ 796,033 $ 425,412 Total $ 1,336,026 $ 1,380,575 NOTE 10 - Property and Equipment Property and equipment as of February 28, 2026 and February 28, 2025 consisted of the following: Schedule of Property and Equipment February 28, 2026 February 28, 2025 Furniture and Fixtures $ - $ 17,018 Computer and Equipment 7,238 80,786 Total 7,238 97,804 Property and Equipment, gross 7,238 97,804 Accumulated depreciation ( 5,635 ) ( 93,685 ) Property and Equipment, net of depreciation $ 1,603 $ 4,119 Depreciation expense for the years ended February 28, 2026, and February 28, 2025 was $ 2,516 and $ 1,434 , respectively, and is recorded in operating expenses. F- 23 During the years ended February 28, 2026 and February 28, 2025, the Company did not acquire any property and equipment. NOTE 11 - Intangible Assets Intangible assets as of February 28, 2026, and February 28, 2025 consisted of the following: Schedule of Intangible Assets February 28, 2026 February 28, 2025 Software Development $ 3,736,917 $ 7,267,778 Software Licenses 362,000 789,576 Trademark 6,283 6,283 FSA Travel, LLC Tradename 280,000 - FSA Software Agreements 680,000 - TA Pipeline, LLC Tradename 160,000 - TA Pipeline, LLC Supplier and Agency Agreements 750,000 - JOURNY.tv – Trade Name 235,000 - JOURNY.tv Distribution Agreements 480,000 - GoUSA Content Episodes 106,500 - GoUSA Content IMAX 74,500 - GoUSA Distribution Agreements 760,000 - GoUSA Assembled Workforce 54,000 - Total 7,685,200 8,063,637 Intangible assets, gross 7,685,200 8,063,637 Accumulated amortization ( 3,426,980 ) ( 5,936,269 ) Intangible assets, net of amortization $ 4,258,220 $ 2,127,368 Amortization expense for the years ended February 28, 2026 and February 28, 2025 was $ 1,095,288 and $ 711,802 , respectively, and is recorded in operating expenses. During the years ended February 28, 2026 and February 28, 2025, the Company recorded $ 463,860 and no impairment losses, respectively, associated with the carrying value exceeding its recoverable amount. The estimated aggregate amortization expense for each of the succeeding years ending February 28 is as follows: Schedule of Estimated Aggregate Amortization Expense 2026 $ 1,217,764 2027 542,644 2028 422,752 2029 401,669 2030 399,894 Thereafter 1,267,214 Total $ 4,251,937 NOTE 12 – Goodwill Reverse Acquisition of Sigma Additive Solutions, Inc. As discussed in Note 1 – Business Description and Going Concern, the legal acquisition of NTH by the Company was determined to be a reverse acquisition, with NTH as the accounting acquirer, using the acquisition method of accounting in accordance with ASC 805, Business Combinations. Under this method of accounting, the purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of consummation of the transaction. The following table presents the allocation of the $ 2,368,418 consideration for the acquisition and summarizes the estimated fair values of the Sigma (the accounting acquiree) assets acquired and liabilities assumed for NTH (the accounting acquirer). The estimated consideration of approximately $ 2,368,418 is based on Sigma’s closing share price of $ 3.0229 , as reported on Nasdaq on December 29, 2023 multiplied by the 780,423 shares outstanding as of that date and the fair value of Series E Preferred Stock (on an as converted basis) into 3,069 common shares. F- 24 Schedule of Fair Value of Assets Acquired Fair Value of Net Assets Acquired: Cash $ 417,121 Accounts Receivable, net 4,900 Inventory 257,873 Prepaid expenses and other current assets 50,802 Property and equipment 52,357 Intangible assets 1,277,919 Accounts payable ( 837,450 ) Accrued expenses ( 61,001 ) Deferred revenue ( 14,218 ) Total identifiable net assets acquired 1,148,303 Goodwill 1,220,115 Total Fair Value of Net Assets Acquired $ 2,368,418 Total Purchase Consideration $ 2,368,418 Pursuant to ASC 350-20, the Company assigned its goodwill to reporting units and is required to test each reporting unit’s goodwill for impairment at least on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The goodwill resulting from the reverse acquisition is primarily attributable to NTH’s objective to obtain access to public markets to provide funding wherewithal to fund business growth. NTH’s benefit in paying for these synergies in the reverse acquisition transaction are to avoid the time and expense of organizing and executing an Initial Public Offering transaction. In the reverse acquisition, $ 52,310 of goodwill was allocated to the Sigma Reporting Unit (as defined below) and $ 1,167,805 of goodwill was allocated to the NTH Reporting Unit (as defined below) under the acquisition method of accounting. The combined Company consists of two reporting units, Sigma (the “Sigma Reporting Unit”) and NTH (the “NTH Reporting Unit”). As the accounting acquirer in the reverse acquisition, NTH is considered to be an existing reporting unit and Sigma is considered to be a new reporting unit in that it is not in the same business as NTH. Accordingly, the reverse acquisition creates a new reporting unit which holds the Sigma business, constituting an asset held for sale as a result of the agreement for the sale of certain legacy Sigma assets to Divergent for a sales price of $ 1,626,242 . As such, the fair value of the Sigma Reporting Unit is determined to be $ 1,626,242 , with the difference of $ 742,176 from the purchase consideration being allocated to the NTH Reporting Unit. The assets sold to Divergent and the liabilities relieved from the Divergent transaction are assigned to the Sigma Reporting unit with the difference between the net fair value of those assets and liabilities and the Sigma Reporting Unit being assigned to goodwill. The goodwill being assigned to the NTH Reporting Unit is determined by the difference between the purchase consideration assigned to the NTH Reporting Unit and the net acquired Sigma assets and liabilities assumed that are assigned to the NTH Reporting Unit. A gain of $ 37,592 was recognized in the disposition transaction. Acquisition of FSA Travel, LLC As of February 28, 2026, goodwill of $ 1,669,058 arising from the FSA acquisition has been reported within the Company’s reporting segment, Travel Products and Services. See Note 4, Acquisition of FSA Travel, LLC for a description of goodwill recognized in connection with the acquisition. Acquisition of TA Pipeline LLC As of February 28, 2026, goodwill of $ 286,824 arising from the TA Pipeline acquisition has been reported within the Company’s reporting segment, Travel Products and Services. See Note 6, Acquisition of TA Pipeline, LLC for a description of goodwill recognized in connection with the acquisition. F- 25 NOTE 13 - Accounts Payable and Accrued Liabilities As of February 28, 2026, the Company had accounts payable of $ 725,541 and accrued expenses of $ 748,103 , compared to $ 1,184,404 of accounts payable and $ 721,382 of accrued expenses for the year ended February 28, 2025. NOTE 14 – Income Taxes The Company accounts for income taxes in accordance with ASC Topic No. 740, Income Taxes. This standard requires the Company to recognize a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary differences between the financial reporting and tax bases of assets and liabilities and of any available net operating loss or tax credit carryforwards. A valuation allowance is recorded against deferred tax assets when, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Components of Loss Before Income Taxes Loss before income taxes consisted of the following: Schedule of Components of Loss Before Income Taxes FY2026 FY2025 Domestic (United States) $ ( 15,900,627 ) $ ( 10,121,038 ) Foreign - - Loss before income taxes $ ( 15,900,627 ) $ ( 10,121,038 ) Components of Income Tax Expense (Benefit) The components of the provision for income taxes were as follows: Schedule of Components of Income Tax Expense (Benefit) FY2026 FY2025 Current: Federal $ - $ - State - - Foreign - - Total current - - Deferred: Federal - - State - - Foreign - - Total deferred - - Provision for income taxes $ - $ - Reconciliation of Statutory to Effective Tax Rate A reconciliation of income tax expense computed at the U.S. federal statutory income tax rate of 21 % to the Company’s effective income tax rate is set forth below. The reconciliation is presented in both dollars and as a percentage of loss before income taxes, in accordance with ASC 740-10-50-12 as amended by ASU 2023-09. Schedule of Reconciliation of Statutory to Effective Tax Rate FY2026 FY2025 Amount % Amount % Federal income tax benefit at statutory rate $ ( 3,339,132 ) 21.0 % $ ( 2,125,418 ) 21.0 % Nondeductible / nontaxable items: Stock-based compensation 523,970 ( 3.3 )% 14,254 ( 0.1 )% Loss on related-party receivable 66,254 ( 0.4 )% 210,000 ( 2.1 )% Other (M&E, penalties, asset disposal perm.) 29,408 ( 0.2 )% 229 ( 0.0 )% Change in valuation allowance 2,719,500 ( 17.1 )% 2,289,045 ( 22.6 )% Provision for income taxes / Effective tax rate $ - - $ - - The Company has no foreign operations or income earned in foreign jurisdictions; accordingly, no foreign tax effects or effects of cross-border tax laws are reflected. State and local income taxes were immaterial in each year presented because the Company has incurred losses and full valuation allowances have been recorded against its net deferred tax assets in all jurisdictions in which it operates. F- 26 Deferred Tax Assets and Liabilities The tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets and deferred tax liabilities as of February 28, 2026 and February 28, 2025 are as follows: Schedule of Deferred Tax Assets and Liabilities 2026 2025 Deferred tax assets: NOL carryforward $ 13,830,400 $ 11,500,300 Related-party accruals 630,000 12,900 Accrued payroll 72,600 47,800 Depreciation 2,900 255,400 Total deferred tax assets 14,535,900 $ 11,816,400 Deferred tax liabilities: None - - Total deferred tax liabilities - - Net deferred tax asset before valuation allowance 14,535,900 11,816,400 Less: Valuation allowance 14,535,900 11,816,400 Net deferred tax asset (liability) $ - $ - Valuation Allowance In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. As a result of the Company’s history of operating losses and the uncertainty surrounding the realization of its net operating loss carryforwards, the Company has established a full valuation allowance against its net deferred tax assets. The valuation allowance increased by approximately $ 2,719,500 during the year ended February 28, 2026 (year ended February 28, 2025: increase of approximately $ 2,288,800 ), reflecting principally the tax effect of additional net operating losses generated during the year together with the net change in deductible temporary differences for which realization is not more likely than not. Net Operating Loss Carryforwards As of February 28, 2026, the Company had U.S. federal net operating loss (“NOL”) carryforwards of approximately $ 65,859,016 . Of this amount, approximately $ 9,820,078 was generated in tax years beginning before January 1, 2018 and expires in various years through 2038; the remaining $ 56,038,938 was generated in tax years beginning after December 31, 2017 and may be carried forward indefinitely, subject to the 80% taxable-income limitation under IRC §172. The Company also has state NOL carryforwards in jurisdictions in which it conducts business; the state carryforwards generally follow federal computation rules with state-specific expiration schedules. Utilization of the Company’s NOL carryforwards may be subject to annual limitations under IRC §382 and similar state provisions as a result of historical and future ownership changes, including the change in ownership resulting from the Company’s reverse acquisition. The Company has not completed a formal §382 study; any such limitation, if quantified, would not change the Company’s net deferred tax assets recorded after valuation allowance because a full valuation allowance has been recorded against the related deferred tax assets. Income Taxes Paid (Net of Refunds) Income taxes paid (net of refunds received) for the years ended February 28, 2026 and February 28, 2025 were zero . The Company had no current federal, state or foreign income tax liabilities in either year and made no estimated tax payments. The Company has no foreign operations. Because the total of income taxes paid net of refunds was zero, no further disaggregation by individual jurisdiction is required under ASC 740-10-50-22 as amended by ASU 2023-09. Unrecognized Tax Benefits The Company recognizes the financial-statement effect of a tax position when it is more likely than not, based on the technical merits of the position, that the position will be sustained upon examination. As of February 28, 2026 and February 28, 2025, the Company had no material unrecognized tax benefits and accordingly has not recorded any liability for uncertain tax positions. The Company does not expect any material changes to its unrecognized tax benefits within the next twelve months. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense; no such amounts were recognized during the years ended February 28, 2026 or February 28, 2025. Tax Years Open to Examination The Company files income tax returns in the U.S. federal jurisdiction and in various state jurisdictions. The Company’s U.S. federal income tax returns for the tax years ended February 28, 2022 through February 28, 2024 remain open and subject to examination by the Internal Revenue Service. State income tax returns generally remain open for periods ranging from three to four years from the date of filing, depending on the jurisdiction. To the extent the Company has net operating loss carryforwards, the tax years in which those losses were generated remain subject to adjustment by the relevant taxing authorities until the statute of limitations expires for the year in which the losses are utilized. F- 27 NOTE 15 – Notes Payable On April 1, 2025, we entered into a securities purchase agreement (the “Alumni Purchase Agreement”) with Alumni Capital LP (“Alumni”) for the sale of a short-term promissory note (the “Alumni Note”) and warrants to purchase 80,000 shares of common stock to Alumni for total consideration of $ 300,000 . The Alumni Note was in the principal amount of $ 360,000 with an original issue discount of $ 60,000 and guaranteed interest on the principal amount of 10 % per annum, which was due and payable on July 1, 2025 . In the event of a failure to re-pay the Alumni Note on or before the maturity date, the interest rate would have increased to the lesser of 22 % per annum or the maximum amount permitted under law from the due date thereof until the same was paid. The Alumni Note would have been convertible into shares of common stock of the Company only upon an event of default. On July 1, 2025, we repaid the outstanding balance of the Alumni Note in full, including all accrued interest thereon. On August 20, 2025, we entered into another securities purchase agreement (the “Alumni Purchase Agreement”) with Alumni Capital LP (“Alumni”) for the sale of a short-term promissory note (the “Alumni Note”) and warrants to purchase 80,000 shares of common stock to Alumni for total consideration of $ 300,000 . The Alumni Note was in the principal amount of $ 360,000 with an original issue discount of $ 60,000 and guaranteed interest on the principal amount of 10 % per annum, which was due and payable on November 20, 2025 . In the event of a failure to re-pay the Alumni Note on or before the maturity date, the interest rate would have increased to the lesser of 22 % per annum or the maximum amount permitted under law from the due date thereof until the same was paid. The Alumni Note would have been convertible into shares of common stock of the Company only upon an event of default. On December 19, 2025, we repaid the outstanding balance of the Alumni Note in full, including all accrued interest, plus an additional interest payment of $ 10,000 for a one-month extension on repayment. On September 26, 2025 , the Company sold a short-term promissory note to 1800 Diagonal Lending LLC in the aggregate principal amount of $ 269,000 . The note includes an Original Issue Discount of $ 37,000 , and bears a one-time interest charge of 13 %, which was applied on the issuance date to the principal. The note is payable in five installments, with the first payment in the amount of $ 151,985 due on March 30, 2026, and the remaining four equal installments of $ 37,996 are due on the 30 th of each of the next four successive months. The note may be prepaid at any time with no prepayment penalty. Upon the event of default by the Company, any unpaid principal and interest may be converted to common stock at the election of 1800 Diagonal Lending LLC. As of February 28, 2026, the balance on the note, net of the unamortized debt discount was $ 250,619 . On October 17, 2025, the Company sold two short-term promissory notes, each for a principal balance of $ 18,000 , to two investors for an aggregate principal balance of $ 36,000 . Each note includes an Original Issue Discount of $ 3,000 . The notes are payable in full on May 17, 2026. The notes may be prepaid at any time with no prepayment penalty. Upon the event of default by the Company, any unpaid balance is immediately due and payable. As of February 28, 2026, the aggregate balance on the notes, net of any unamortized debt discount was $ 33,792 . On October 24, 2025, the Company sold a short-term promissory note to 1800 Diagonal Lending LLC in the aggregate principal amount of $ 196,000 . The note includes an Original Issue Discount of $ 27,000 , and bears a one-time interest charge of 13 %, which was applied on the issuance date to the principal. The note is payable in ten equal installments, beginning on November 30, 2025. The note may be prepaid at any time with no prepayment penalty. Upon the event of default by the Company, any unpaid principal and interest may be converted to common stock at the election of 1800 Diagonal Lending LLC. As of February 28, 2026, the balance on the note, net of the unamortized debt discount was $ 101,661 . NOTE 16 – Long-Term Debt As part of the acquisition of FSA on April 9, 2025, the Company assumed an SBA loan originally issued to FSA on December 4, 2020, with an initial principal amount of $ 50,500 , bearing interest at 3.75 % per annum. On October 4, 2021, FSA received a modification to the loan, which increased the principal amount to $ 199,100 . The loan requires monthly payments of principal and interest of $ 995 and matures on December 4, 2050 . In accordance with ASC 805 – Business Combinations, the assumed loan was recognized at its acquisition-date fair value of $ 98,920 , which reflects a market-based effective interest rate of approximately 12.03 % per annum over the remaining term of 305 months. The difference between the face value of the debt and the fair value at the acquisition date was included in the allocation of purchase consideration and is reflected in goodwill. F- 28 The loan is measured at amortized cost subsequent to the acquisition date, and interest expense is recognized using the effective interest method based on the fair value of the liability at the acquisition date. The following table summarizes the loan terms as of the acquisition date: Schedule of Long Term Loan Description Amount Principal amount $ 199,100 Fair value at acquisition date $ 98,920 Remaining term 305 months Monthly payment $ 995 Effective interest rate 12.03 % As of February 28, 2026, the balance of the loan was $ 98,179 . NOTE 17 - Related Party Transactions Loans On May 6, 2025, the Company entered into the Monaco Investment Partners II, LP “MIP” Line of Credit with MIP, providing the Company with a $ 3,000,000 revolving line of credit. The MIP Line of Credit allows the Company to request advances thereunder from time to time until May 31, 2027 , the maturity date. Advances made under the MIP Line of Credit bear simple interest at a rate of 12 % per annum, calculated from the date of each respective advance. Accrued interest shall be payable on a monthly basis, no later than the 10th day of the subsequent month. The full outstanding principal balance, together with any accrued and unpaid interest, shall be due and payable in full by the Company on the maturity date. The Company may, at its option, prepay any borrowings under the MIP Line of Credit, in whole or in part, at any time prior to the maturity date, without penalty. As of February 28, 2026 the maximum amount of $ 3,000,000 was outstanding under the MIP Line of Credit, plus accrued interest of $ 28,192 . Compensation Deferral Mr. Kerby, at his election, has agreed to defer $ 100,000 of his annual salary as well as payments related to personal financial guarantees and his car allowance. At February 28, 2026, the total compensation deferred by Mr. Kerby totaled $ 270,333 . Equity Investments On July 10, 2025, the Company entered into a Securities Purchase Agreement with KC Global Media Asia LLC (“KCGM”) pursuant to which the Company sold and issued 75,000 shares of common stock at a price of $ 3.02 per share, resulting in total gross proceeds of $ 226,500 . On December 23, 2025, such shares were exchanged for a pre-funded warrant to purchase 75,000 shares of common stock, the exercisability of which is subject to shareholder approval. In consideration of KCGM’s agreement to exchange its shares of common stock for a pre-funded warrant, on February 10, 2026, the Company issued an additional warrant for 20,000 shares to KCGM with an exercise price of $ 3.00 and a term of three years from the initial exercise date. On September 10, 2025, the Company entered into a Securities Purchase Agreement with the Kaplan-Wright Family Trust (“Trust”) pursuant to which the Company sold and issued 31,250 shares of Series Q Preferred stock at a price of $ 3.20 per share, resulting in total gross proceeds of $ 100,000 . On November 19, 2025, upon receiving shareholder approval, such preferred shares were converted into 31,250 shares of common stock. On November 4, 2025, the Company entered into a Securities Purchase Agreement with KCGM pursuant to which the Company sold and issued 33,400 shares of common stock and a warrant to purchase up to 16,000 common shares at a price of $ 3.00 per share, resulting in total gross proceeds of $ 100,200 . The warrant has a term of three years from the initial exercise date, and has an exercise price of $ 4.54 . Andy Kaplan is the co-trustee of the Trust, which owns 50 % of KC Global Media Entertainment LLC, which in turn owns 100 % of KCGM. Mr. Kaplan is the Chairman of KCGM. On June 24, 2025, the Company entered into a Securities Purchase Agreement with Jimmy Byrd pursuant to which the Company sold and issued 86,092 shares of common stock at a price of $ 3.02 per share, resulting in total gross proceeds of $ 260,000 . F- 29 On September 10, 2025, the Company entered into a Securities Purchase Agreement with Jimmy Byrd pursuant to which the Company sold and issued 50,000 shares of Series Q Preferred stock at a price of $ 3.20 per share, resulting in total gross proceeds of $ 160,000 . On November 19, 2025, upon receiving shareholder approval, such preferred shares were converted into 50,000 shares of common stock. NextTrip Privilege, Inc. Licensing and Services Agreement On December 12, 2025, the Company entered into a Licensing and Servicing Agreement with NextTrip Privilege, Inc. (“Privilege”), pursuant to which the Company has agreed to provide to Privilege: (a) personnel to support their operations; (b) a license to use the name “NextTrip” as their corporate and business name; (c) a license to use our software in connection with their private-label internet website; and (d) continuing advances to fund their operations until they raise sufficient capital. In consideration for the foregoing, Privilege has agreed to pay the Company: ● a 20 % royalty fee on all net capital raised by Privilege, including pursuant to its Regulation A offering; ● the cost of the annual membership fee for each year of Privilege membership provided to investors; ● reimbursement of all incremental expenses paid by the Company on behalf of Privilege, related to an investor’s membership; ● any revenue received by Privilege from investor bookings on our platform; ● repayment of all advances previously made or made in the future, with advances being interest-free until February 28, 2026 and thereafter accruing interest at the rate of 1.5 % per month on outstanding balances, subject to minimum payment obligations; and ● beginning March 1, 2026, an Administrative Services Fee of $ 5,000 per month, increasing by 3% per annum on March 1 of each year thereafter. As of February 28, 2026, the Company had advanced a total of $ 315,495 to Privilege, for which the Company has recorded a full credit loss reserve based on Privilege’s pre-revenue status, the going-concern opinion issued by Privilege’s independent auditor, the absence of proceeds raised under Privilege’s qualified Regulation A offering at February 28, 2026, the contractual subordination of advance repayments to NextTrip Privilege’s operating obligations, and the absence of collateral. Stock Option Agreement On December 2, 2025, NextTrip Group, LLC (“NextTrip Group”), the holder of 100 % of the outstanding shares of Class B common stock of Privilege, granted the Company an option (the “Option”) to purchase up to 12,500,000 shares of Class B common stock of Privilege at $ 0.01 per share, or an aggregate exercise price of $ 125,000 . The Option is exercisable from June 1, 2026 through December 31, 2027 and is freely assignable. NextTrip Group is owned 50 % by Donald P. Monaco (Chairman of the Board of the Company) and 50 % by William Kerby (Chief Executive Officer of the Company), in their individual capacities. No cash consideration was paid by the Company for the Option. The Option is not currently exercisable at February 28, 2026, the underlying Class B common stock has no readily determinable fair value, Privilege has no operations, and the Company does not consider exercise of the Option to be probable. Accordingly, no amount has been recognized on the Company’s balance sheet in respect of the Option. See Note 19 (Commitments and Contingencies) for additional information regarding the Option as a contingent purchase commitment. Common Officers and Directors Three of the Company’s executive officers and directors concurrently serve as executive officers and directors of Privilege: Donald P. Monaco serves as President, Chairman and a director of Privilege; William Kerby serves as Vice President and a director of Privilege; and Frank Orzechowski serves as Chief Financial Officer and a director of Privilege. NOTE 18 - Deferred Revenue Deferred revenue represents contract liabilities under ASC 606, Revenue from Contracts with Customers, arising from consideration received (or unconditionally due) from customers in advance of the Company’s satisfaction of the related performance obligations. The Company recognizes the associated revenue when (or as) those performance obligations are satisfied. Deferred revenue consists principally of advance customer payments associated with Merchant of Record (MOR) bookings, group commission revenue, and campaign revenue. FSA commission revenue and programmatic revenue are not included in deferred revenue; FSA commission is recorded within accounts receivable, and programmatic revenue is recorded within accounts receivable or recognized when received. The Company expects substantially all remaining performance obligations as of February 28, 2026 to be satisfied, and the related deferred revenue to be recognized as revenue, within the next twelve months. The following table presents the changes in the Company’s deferred revenue balance for the fiscal years ended February 28, 2026 and February 28, 2025: Schedule of Company's Deferred Revenue Balance Year Ended February 28, 2026 Year Ended February 28, 2025 Deferred revenue, beginning of year $ 97,770 $ 128,190 Additions - consideration received from customers 4,955,735 471,002 Revenue recognized during the period ( 3,397,515 ) ( 501,423 ) Deferred revenue, end of year $ 1,655,990 $ 97,770 Revenue recognized during each period that was included in the deferred revenue balance at the beginning of the respective period was as follows: Schedule of Revenue Recognized Included in the Deferred Revenue Balance Year Ended February 28, 2026 Year Ended February 28, 2025 Revenue recognized that was included in the deferred revenue balance at the beginning of the year $ 97,770 $ 128,190 The opening balance of deferred revenue as of March 1, 2024 (i.e., the beginning of the earliest comparative period presented) was $ 128,190 . F- 30 Deferred revenue consists of travel deposits received from users in advance of revenue recognition. The deferred revenue balance for the years ended February 28, 2026 and February 28, 2025 was driven by cash payments from customers in advance of satisfying our performance obligations. NOTE 19 - Commitments and Contingencies The Company is involved, from time to time, in litigation, other legal claims and proceedings involving matters associated with or incidental to our business, including, among other things, matters involving breach of contract claims, intellectual property, employment issues, and other related claims and vendor matters. The Company believes that the resolution of currently pending matters could, individually or in the aggregate, have a material adverse effect on our financial condition or results of operations. However, assessment of the current litigation or other legal claims could change considering the discovery of facts not presently known to the Company or by judges, juries or other finders of fact, which are not in accord with management’s evaluation of the possible liability or outcome of such litigation or claims. TA Pipeline Put Option and Contingently Redeemable Shares In connection with the acquisition of TA Pipeline LLC on August 6, 2025 (see Note 6), the Company issued 96,774 restricted shares of common stock (the “TA Closing Shares”) to the former TA Members, valued at $ 387,000 at the closing date. Under the TA MIPA, the TA Members were granted a Put Option that, upon the occurrence of certain events outside the Company’s control, could require the Company to (i) repurchase the TA Closing Shares (and any TA Milestone Shares) at the Base Price of $ 3.10 per share, (ii) issue additional “Top-Up Shares” sufficient to restore the original aggregate Base Price value, or (iii) pay cash equal to the difference between the Base Price and the then-current Fair Market Value of the Company’s common stock multiplied by the number of TA Acquisition Shares specified in the exercise notice. Because the redemption features are outside the Company’s control, the 96,774 TA Closing Shares are classified as mezzanine equity (carrying value $ 387,000 ) on the consolidated balance sheet rather than within permanent equity. On February 24, 2026, the former TA Members submitted an exercise notice with respect to all of their TA Closing Shares. The Company believes the former TA Members are in breach of their obligations under the TA MIPA and has declined to honor the exercise of the Put Option. 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 to assert any counterclaims relating to the TA Members’ alleged breach. The maximum aggregate cash exposure under the Put Option, if ultimately determined adverse to the Company, would be approximately $ 300,000 ( 96,774 shares at the $ 3.10 Base Price), exclusive of any Top-Up Shares that could be issuable. As of February 28, 2026, no adjustment to the fair value of the Put Option has been recorded because the terms of any potential settlement were not known or knowable. For additional information regarding the TA Pipeline acquisition, the Put Option, and the TA Milestone Payment, refer to Note 2 (Summary of Significant Accounting Policies), Note 6 (Acquisition of TA Pipeline, LLC), and Note 20 (Stockholders’ Equity). Option to Purchase NextTrip Privilege Class B Common Stock On December 2, 2025, the Company was granted an option by NextTrip Group, LLC to acquire up to 12,500,000 shares of Class B common stock of NextTrip Privilege, Inc. at $ 0.01 per share, or an aggregate exercise price of $ 125,000 , exercisable from June 1, 2026 through December 31, 2027. The Option represents a contingent purchase commitment of the Company of up to $ 125,000 in aggregate exercise price. As described in Note 17 (Related Party Transactions), no amount has been recognized on the Company’s balance sheet in respect of the Option, the Option is not currently exercisable, and the Company does not consider exercise of the Option to be probable. JOURNY.tv Licensing and Royalty Payment Obligation In connection with the JOURNY.tv Asset Acquisition (see Note 5), the Company is obligated to make license fee payments to Ovation LLC totaling $ 336,801 over the period from April 2025 through October 2027. These payments were initially recorded at their present value of $ 299,800 , discounted using the Company’s estimated cost of debt of 12.03 % per annum. The difference between the undiscounted payments and their present value is being recognized as interest expense using the effective interest method over the payment term. As of February 28, 2026, the carrying value of the JOURNY.tv licensing and royalty payment obligation was $ 144,168 , of which $ 78,197 is classified within current liabilities and $ 65,971 is classified within non-current liabilities on the Company’s consolidated balance sheet. F- 31 GoUSA TV Minimum Royalty Payment Obligation In connection with the GoUSA TV Asset Purchase (see Note 7), the Company agreed, for the three-year period beginning on the closing date of February 2, 2026, to pay Brand USA a royalty equal to 1 % for every $ 100,000 in destination booking revenue directly attributed to the acquired content, subject to a minimum quarterly payment of $ 30,000 . The total undiscounted minimum royalty payments over the three-year term are $ 360,000 (12 quarterly payments of $ 30,000 each). These minimum guaranteed payments were recorded at their present value of $ 295,000 , discounted using the Company’s estimated cost of debt of 12.03 % per annum. The difference between the undiscounted minimum payments and their present value is being recognized as interest expense using the effective interest method over the payment term. As of February 28, 2026, the carrying value of the GoUSA TV minimum royalty payment obligation was $ 297,504 , of which $ 58,385 is classified within current liabilities and $ 239,119 is classified within non-current liabilities on the Company’s consolidated balance sheet. Scheduled Maturities of Licensing and Royalty Payment Obligations The following table presents the scheduled undiscounted payments under both obligations as of February 28, 2026, reconciled to their aggregate present value carrying amount (in dollars): Scheduled of Undiscounted Payments Under Maturities of Licensing and Royalty Payment Obligations Year Ending February 28, JOURNY.tv GoUSA TV Total 2027 $ 90,836 $ 90,000 $ 180,836 2028 68,127 120,000 188,127 2029 — 150,000 150,000 Total undiscounted payments $ 158,963 $ 360,000 $ 518,963 Less: unamortized discount ( 14,795 ) ( 62,496 ) ( 77,291 ) Present value of obligations $ 144,168 $ 297,504 $ 441,672 NOTE 20 – Stockholders’ Equity Mezzanine Equity In connection with the acquisition of TA Pipeline LLC on August 6, 2025, the Company issued 96,774 TA Closing Shares. Although the shares are legally common stock, they are classified as mezzanine equity on the consolidated balance sheet due to contingent redemption rights resulting from derivative liability provisions that could require cash or share settlement outside the Company’s control. Accordingly, these shares are presented outside of permanent stockholders’ equity and below total liabilities. The Company will continue to classify the shares as mezzanine equity until such time as the redemption provisions lapse or are removed, or until settlement occurs. The carrying amount of instruments recorded within mezzanine equity are not adjusted below initial measurement. The TA Acquisition Shares were initially recorded at $ 4.00 per share, which was the closing prices of our stock on the acquisition date. The Put Option has an exercise price of $ 3.10 per share. As such, the TA Acquisition Shares will not be subsequently remeasured in future reporting periods. For further information regarding the TA Closing Shares and TA Acquisition shares, refer to Notes 2 and 6. Common Stock The Company has 250,000,000 shares of common stock authorized. As of February 28, 2026 and February 28, 2025, the Company had 13,978,171 and 1,656,738 shares of common stock, par value $ 0.001 issued and outstanding (excluding 96,774 mezzanine shares classified outside of permanent equity), respectively. All shares have equal voting rights, are fully-paid and non-assessable, and are entitled to one vote per share. Fiscal Year Ended February 28, 2026 On March 3, 2025, the Company issued an aggregate of 80,000 shares of common stock to three investor relations firms as payment for investor relations consulting services. On March 6, 2025, the Company issued 7,794 shares of common stock to the holders of Series L Convertible Preferred stock as a dividend. F- 32 On March 26, 2025, as a result of achieving three of the four business milestones, the Company issued 4,393,993 shares of common stock to the NTG Sellers in satisfaction of the Company’s obligations under the Exchange Agreement. On April 1, 2025, the Company issued 20,000 shares of common stock in connection with the JOURNY.tv asset acquisition. On May 5, 2025, as a result of the achievement of the fourth and final business milestone, the remaining 1,450,000 Contingent Shares were issued to the NTG Sellers. On May 7, 2025, the Company issued 5,000 shares of common stock to Innovative Travel Acquisitions, Inc. as a finder’s fee in connection with the FSA acquisition. On May 13, 2025, the Company issued 15,000 shares of common stock to an individual as settlement for outstanding invoices related to marketing services provided. On May 29, 2025, the Company issued 37,849 shares of common stock to the holders of Series L Convertible Preferred stock as a dividend. On June 4, 2025, the Company issued 75,000 shares of common stock to Force Family Network as payment for investor relations consulting services. On June 16, 2025, the Company issued 4,636 shares of common stock to Donohoe Advisory as partial compensation for Nasdaq consulting services. On June 24, 2025, the Company issued 594 shares of common stock to Something Great as partial compensation for past services. Also on June 24, 2025, the Company issued 86,092 shares of common stock to Jimmy Byrd, a director of NextTrip, in connection with a private placement. On July 22, 2025, the Company issued an aggregate of 4,000 shares of common stock to two companies as settlement for outstanding invoices related to information technology services provided. On July 27, 2025, the Company issued 15,000 shares of common stock to an individual in connection with the development and launch of a new Beauty and Wellness initiative. On August 6, 2025, the Company issued 96,774 shares of common stock in connection with the acquisition of TA Pipeline, LLC. Between August 1, 2025 and August 25, 2025, the Company issued an aggregate of 110,000 shares of common stock to five investor relations firms as payment for investor relations consulting services, On August 29, 2025, the Company issued 36,283 shares of common stock to the holders of Series L Convertible Preferred stock as a dividend. On September 10, 2025, the Company issued 10,000 shares of common stock to Save Your Day Films as partial compensation for services rendered in connection with JOURNY.tv. On September 22, 2025, the Company issued 34,993 shares of common stock as settlement for outstanding invoices for investor relations services provided. Between September 22, 2025 and October 6, 2025, the Company issued an aggregate of 44,226 shares of common stock to Iroquois Capital Investment Group and Iroquois Master fund pursuant to the cashless exercise of warrants. On October 7, 2025, the Company issued 200,000 shares of common stock to NextGen AI in connection with consulting and advisory services to be provided. On October 8, 2025, the Company issued 62,500 shares of common stock to Caesar Capital in connection with a private placement. F- 33 Between October 8, 2025 and October 20, 2025, the Company issued an aggregate of 60,000 common shares to two investor relations firms as compensation for investor relations consulting services. On October 28, 2025, the Company issued 70,000 shares of common stock to an investor in connection with a private placement. Between November 4, 2025 and November 28, 2025, the Company issued an aggregate of 468,434 common shares to investors in connection with a private placement. On November 19, 2025, the Company issued 3,484,611 common shares to the holders of the Company’s various series of preferred stock pursuant to the conversion of such shares of preferred stock upon receiving shareholder approval. On December 1, 2025, the Company issued 17,244 shares of common stock to the holders of Series L Convertible Preferred stock as a final dividend. Also on December 1, 2025, the Company issued 125,000 shares of common stock to a consultant in connection with a strategic advisory and consulting contract. On December 19, 2025, the Company issued 33,000 shares of common stock to a law firm in connection with the conversion of its preferred shares. On December 23, 2025, the Company issued 1,000,000 shares of common stock to Armistice Capital in connection with a private placement. On January 2, 2026, the Company issued 40,000 shares of common stock to an investor relations firm as compensation for investor relations consulting services. On January 9, 2026, the Company issued 2,047 shares of common stock as commission payments to travel agents for group travel sales to TA Pipeline. On January 15, 2026, the Company issued 7,500 shares of common stock to a contractor pursuant to a contract to provide marketing services. On January 29, 2026, the Company issued 20,000 shares of common stock in exchange for a 10 % non-controlling interest in Playbook Investors network LLC. On February 2, 2026, the Company issued 25,000 shares of common stock to an investor relations firm as compensation for investor relations consulting services. On February 6, 2026, the Company issued 105,638 common shares to the Corporation for Travel Promotion in connection with the acquisition of GoUSA. Also on February 6, 2026, the Company issued 10,000 common shares to Alumni Capital as consideration for withdrawing a previously filed registration statement. On February 19, 2026, the Company issued 25,000 common shares to the Hilton Advisory Group in connection with an advisory services agreement to provide business development and strategic consulting services. On February 28, 2026, the Company issued 135,000 shares of common stock pursuant to a service agreement to create a tokenized rewards infrastructure for the Company’s travel platform. Fiscal Year Ended February 28, 2025 On March 15, 2024, the Company issued 409,502 shares of common stock pursuant to automatic conversions of the Company’s Series G, H, and I Convertible Preferred Stock upon receiving shareholder approval to increase the Company’s authorized common shares to 250 million. In July 2024 and August 2024, the Company issued 42,709 shares of common stock to Dooya Media Group, Inc. as partial compensation for development work related to JOURNY.TV, the Company’s Free-Ad Supported TV (“FAST”) channel. F- 34 On September 19, 2024, the Company issued 32,786 shares of common stock to Alumni Capital LP (“Alumni”) as commitment shares for a $ 10 million equity line of credit. On October 8, 2024, the Company issued 8,065 shares of common stock to FSA upon executing a non-binding letter of intent to acquire interests in FSA. Pursuant to the terms of the agreement, the shares were to be credited towards the final purchase price if an acquisition occurs, and as a down payment towards the acquisition price of FSA. On December 16, 2024, the Company issued 28,281 shares of common stock to Out of the Box Capital as a prepayment for an Investor Relations consulting contract. In December 2024 and January 2025, the Company issued an aggregate of 104,965 shares of common stock pursuant to warrant exercises, resulting in gross proceeds of $ 316,995 . On January 7, 2025, the Company issued 30,000 shares of common stock as a prepayment for a consulting contract with an investor relations company. On January 29, 2025, the Company issued 4,000 shares of common stock to Lyndsey North, the Company’s former President, in connection with her separation agreement. On February 26, 2025, the Company issued 60,000 shares of common stock to AOS Holdings, Inc. as a partial prepayment for a two-year consulting contract to provide investor relations and strategic consulting services. Deferred Compensation As discussed above, during the fiscal year ended February 28, 2026, the Company issued 18,389 restricted shares of common stock at a price of $ 2.98 to Frank Orzechowski, the Company’s Chief Financial Officer, in connection with his employment agreement. The shares were fully vested on February 10, 2026, which was the board approval date. As a result, the Company recorded share based compensation expense of $ 54,800 . The Company did not issue any shares of common stock to employees during the fiscal year ended February 28, 2025. Preferred Stock Under our Charter, our board of directors has the authority, without further action by stockholders, to designate one or more series of preferred stock and to fix the voting powers, designations, preferences, limitations, restrictions and relative rights granted to or imposed upon the preferred stock, including dividend rights, conversion rights, voting rights, rights and terms of redemption, liquidation preference and sinking fund terms, any or all of which may be preferential to or greater than the rights of the common stock. Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of the common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in our control and may adversely affect the market price of the common stock and the voting and other rights of the holders of common stock. On November 19, 2025, following shareholder approval at the Company’s Annual Meeting of Shareholders, 3,484,611 shares of outstanding convertible preferred stock were automatically converted into common shares of the Company on a one-for-one basis pursuant to the respective Certificates of Designation. The Company is authorized to issue 10,000,000 shares of preferred stock, $ 0.001 par value. 100,316 and 3,106,616 shares of preferred stock were issued and outstanding at February 28, 2026 and February 28, 2025, Respectively, as discussed in additional detail below. Series A Convertible Preferred Stock On February 9, 2026 the Company filed a Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 1,000,000 shares of the Company’s preferred stock as Series A Preferred Stock, par value $ 0.001 per share (the “Series A Preferred”). F- 35 The terms and conditions set forth in the Series A Certificate of Designation are summarized below: Ranking. The Series A Preferred rank pari passu to the Company’s common stock. Dividends. Holders of Series A Preferred will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any, on shares of Company common stock. Voting . Except as provided by the Company’s Charter or as otherwise required by the Nevada Revised Statutes, holders of Series A Preferred are entitled to vote with the holders of outstanding shares of Company common stock, voting together as a single class, with respect to all matters presented to the Company’s stockholders for their action or consideration. In any such vote, each holder is entitled to a number of votes equal to the number of shares of common stock into which the Series A Preferred held by such holder is convertible. The Company may not, without the consent of holders of a majority of the outstanding shares of Series A Preferred, (i) alter or change adversely the powers, preferences or rights given to the Series A Preferred or alter or amend the Series A Certificate of Designation, (ii) amend its Charter or other charter documents in any manner that adversely affects any rights of the holders of the Series A Preferred, or (iii) enter into any agreement with respect to the foregoing. Conversion . On the third business day after the date that the Company’s stockholders approve the conversion of Series A Preferred into shares of Common Stock in accordance with the listing rules of Nasdaq, each outstanding share of Series A Preferred shall automatically be converted into one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Series A Conversion Ratio”), subject to beneficial ownership limitations. Liquidation . In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Series A Preferred will be entitled to participate, on an as-converted-to-common stock basis calculated based on the Series A Conversion Ratio, with holders of Company common stock in any distribution of assets of the Company to holders of the Company’s common stock. At February 28, 2026, 100,000 shares of the issued Series A Preferred were outstanding, which if converted as of February 28, 2026, would have resulted in the issuance of 100,000 shares of common stock. Series E Convertible Preferred Stock Under the Certificate of Designations of the Series E Preferred Stock, the shares of the Company’s preferred stock as Series E Convertible Preferred Stock (the “Series E Preferred”) have an initial stated value of $ 1,500 per share (the “Stated Value”). Dividends at the initial rate of 9 % per annum will accrue and, on a monthly basis, shall be payable in kind by the increase of the Stated Value of the Series E Preferred by said amount. The holders of shares of the Series E Preferred have the right at any time to convert all or a portion of the Series E Preferred (including, without limitation, accrued and unpaid dividends and make-whole dividends through the third anniversary of the closing date) into shares of the Company’s common stock at an initial conversion rate determined by dividing the Conversion Amount by the conversion price ($ 0.13 above the consolidated closing bid price for the trading day prior to the execution of the relates stock purchase agreement). The Conversion Amount is the sum of the Stated Value of the shares of Series E Preferred then being converted plus any other unpaid amounts payable with respect to the Series E Preferred being converted plus the “Make Whole Amount” (the amount of any dividends that, but for the conversion, would have accrued at the dividend rate for the period through the third anniversary of the initial issuance date). The Conversion Rate is also subject to adjustment for stock splits, dividends recapitalizations and similar events. At February 28, 2025, 316 shares of Series E Preferred were outstanding, which if converted as of February 28, 2026, including the make-whole dividends, would have resulted in the issuance of 3,570 shares of common stock. Stock Options Under the NextTrip 2023 Equity Incentive Plan (the “2023 Plan”). 7,000,000 shares of common stock have been reserved for issuance, and as of February 28, 2026, 6,058,750 shares are available for issuance. During fiscal year 2025, the Company did not grant any options. In fiscal year 2026, 914,825 options vested and at February 28, 2026, there are vested options exercisable for 914,825 shares of common stock. No options to purchase shares of common stock were exercised during the fiscal year ended February 28, 2026. The Company generally grants stock options to employees, consultants and directors at exercise prices equal to the fair market value of the Company’s stock on the dates of grant. Stock options are typically granted throughout the year and generally vest over three years of service and expire five years from the date of the award, unless otherwise specified. The Company recognizes compensation expense for the fair value of the stock options over the requisite service period for each stock option award. F- 36 Upon closing of the NextTrip Acquisition on December 29, 2023, the Company assumed options to purchase up to 86,402 shares of common stock. Between December 29, 2023 and February 29, 2024, 1,342 options were forfeited or expired and no options were issued or exercised. Total employee share-based compensation expense for the year ended February 28, 2026 was $ 193,125 , of which $ 133,065 was related to stock options. There was no capitalized share-based compensation cost as of February 28, 2026, and there were no recognized tax benefits during the fiscal year ended February 28, 2026. To estimate the value of an option award, the Company uses the Black-Scholes option-pricing model. This model requires inputs such as expected life, expected volatility and risk-free interest rate. The forfeiture rate also impacts the amount of aggregate compensation. These inputs are subjective and generally require significant analysis and judgment to develop. While estimates of expected life, volatility and forfeiture rate are derived primarily from the Company’s historical data, the risk-free rate is based on the yield available on U.S. Treasury constant maturity rates with similar terms to the expected term of the stock option awards. The fair value of outstanding stock option awards at February 28, 2026 was estimated using the Black-Scholes model with the following weighted-average assumptions at the date of grant: The fair value of outstanding option awards was estimated using the Black-Scholes model with the following assumptions for the twelve months ended February 28, 2026: Assumptions: Schedule of Share Based Payments Award Stock Options Valuation Assumptions 2026 Dividend yield 0.0 % Risk-free interest rate 3.56 %- 4.08 % Expected volatility 122.0 %- 140 % Expected life (in years) 1.0 - 5.0 Option activity for the year ended February 28, 2026 was as follows: Schedule of Stock Option Activity Weighted Average Weighted Average Exercise Remaining Aggregate Price Contractual Intrinsic Options ($) Life (Yrs.) Value ($) Options outstanding at February 28, 2025 76,342 52.69 1.60 - Granted 914,825 4.39 2.28 Exercised - - - - Forfeited or cancelled ( 76,342 ) 52.69 - - Options outstanding at February 28, 2026 914,825 4.39 2.28 - Options expected to vest in the future as of February 28, 2026 - - - - Options exercisable at February 28, 2026 914,825 4.39 2.28 - Options vested, exercisable, and options expected to vest at February 28, 2026 914,825 4.39 2.28 - The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of our common stock for those awards that have an exercise price below the $ 2.87 closing price of our Common Stock on February 28, 2026. All of the outstanding option grants have an exercise price above $ 2.87 . At February 28, 2026, there was $ 0 of unrecognized share-based compensation expense related to unvested stock options. Stock Appreciation Rights The purposes of the 2020 Stock Appreciation Rights Plan (the “2020 SARs Plan”) are to: (i) enable the Company to attract and retain the types of employees, consultants, and directors (collectively, “Service Providers”) who will contribute to the Company’s long-range success; (ii) provide incentives that align the interests of Service Providers with those of the shareholders of the Company; and (iii) promote the success of the Company’s business. The 2020 SARs Plan provides for incentive awards that are only made in the form of stock appreciation rights payable in cash (“SARs”). No shares of common stock were reserved in connection with the adoption of the 2020 SARs Plan since no shares will be issued pursuant to the 2020 SARs Plan. F- 37 SARs may be granted to any Service Provider. A SAR is the right to receive an amount equal to the Spread with respect to a share of the Company’s common stock (a “Share”) upon the exercise of the SAR. The “Spread” is the difference between the exercise price per share specified in a SAR agreement on the date of grant and the fair market value per share on the date of exercise of the SAR. The exercise price per share will not be less than 100% of the fair market value of a Share on the date of grant of the SAR. The administrator of the 2020 SARs Plan will have the authority to, among other things, prescribe the terms and conditions of each SAR, including, without limitation, the exercise price and medium of payment and vesting provisions, and to specify the provisions of the SAR agreement relating to such grant. Upon closing of the NextTrip Acquisition on December 29, 2023, the Company assumed 40,390 outstanding SARs. Between December 29, 2023 and February 29, 2024, none were forfeited or expired and no SARs were issued or exercised. The Company recognizes compensation expense and a corresponding liability for the fair value of the SARs over the requisite service period for each SAR award. The SAR’s are revalued at each reporting date in accordance with ASC 718 “Compensation-Stock Compensation”, and any changes in fair value are reflected in income as of the applicable reporting date. The fair value of outstanding SAR awards was estimated using the Black-Scholes model with the following assumptions for the twelve months ended February 28, 2026: SARs activity for the year ended February 28, 2026 was as follows: Schedule of Stock Option Activity Weighted Average Weighted Average Exercise Remaining Aggregate Price Contractual Intrinsic SARs ($) Life (Yrs.) Value ($) SARs outstanding at February 28, 2025 40,223 44.80 1.99 - Exercised - - - - Forfeited or cancelled ( 3,907 ) 52.60 - - SARs outstanding at February 28, 2026 36,316 43.96 1.17 - SARs expected to vest in the future as of February 28, 2026 - - - - SARs exercisable at February 28, 2026 36,316 43.96 1.17 - SARs vested, exercisable, and SARs expected to vest at February 28, 2026 36,316 43.96 1.17 - The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of our common stock for those awards that have an exercise price below the $ 2.87 closing price of our common stock on February 28, 2026. All the SARs have an exercise price above $ 2.87 For the year ended February 28, 2026, ($ 9,048 ) of share-based compensation expense was recognized due to the revaluation of the liability, and at February 28, 2026, there was no unrecognized share-based compensation expense related to unvested SARs. Warrants At February 28, 2026, the Company had outstanding warrants to purchase a total of 4,758,581 shares of common stock. The warrants have exercise prices that range from $ 0.001 to $ 11.60 , which if not exercised, will expire between February 27, 2027 and June 23, 2031 . The fair value of warrants issued during the year was estimated using the Black-Scholes model with the following assumptions for the twelve months ended February 28, 2026: Assumptions: Schedule of Share Based Payments Award Stock Options Valuation Assumptions 2026 Dividend yield 0.00 % Risk-free interest rate 3.49 %- 4.14 % Expected volatility 118.8 %- 161.0 % Expected life (in years) 1.50 - 5.03 F- 38 Warrant activity for the year ended February 28, 2026 was as follows: Schedule of Warranty Activity Weighted Average Weighted Average Exercise Remaining Price Contractual Warrants ($) Life (Yrs.) Warrants outstanding at February 28, 2025 3,015,885 5.36 3.84 Granted 1,998,104 3.34 3.96 Exercised ( 237,429 ) 3.02 - Forfeited or cancelled ( 17,979 ) 128.32 - Warrants outstanding at February 28, 2026 4,758,581 4.15 3.48 For further information regarding the allocation of the relative fair values of warrants issued in connection with short-term promissory notes, see NOTE 15 - Notes Payable. NOTE 21 – Loss Per Share The following data show the amounts used in computing loss per share and the effect on income and the weighted average number of shares of dilutive potential common stock for the years ended February 28, 2026 and February 28, 2025: Schedule of Earnings Per Share, Basic and Diluted 2026 2025 Year Ended February 2026 2025 Loss from continuing operations $ ( 15,911,934 ) $ ( 10,128,428 ) Preferred dividends ( 335,662 ) ( 78,600 ) Loss from continuing operations applicable to common stockholders ( 16,247,596 ) ( 10,207,028 ) Gain (loss) from discontinued operations applicable to common stockholders - 8,344 Net loss applicable to common stockholders $ ( 16,247,596 ) $ ( 10,198,684 ) Weighted average number of common shares Outstanding used in loss per share during the Period (denominator) 8,930,520 4,566,787 Dilutive loss per share was not presented as the Company’s outstanding common and preferred warrants, stock options and preferred stock common equivalent shares for the periods presented would have had an anti-dilutive effect. At February 28, 2026, the Company had outstanding warrants to purchase 4,758,581 shares of common stock; stock options exercisable for 914,825 shares of common stock; 100,000 shares of Series A Preferred, convertible into 100,000 shares of common stock; and 316 shares of Series E Preferred, which could be converted into 3,570 shares of common stock. At February 28, 2025, the Company had 6,201,890 outstanding potentially dilutive securities. NOTE 22 – Concentrations Revenues – During the years ended February 28, 2026 and February 28, 2025, the Company did not have any significant customers who accounted for more than 10 % each of the Company’s revenue in at least one of the periods presented. Accounts Receivable – The Company had no significant customers who accounted for more than 10 % each of the Company’s accounts receivable balance at February 28, 2026 and February 28, 2025. NOTE 23 - Defined Contribution Plans The Company has adopted two qualified 401(k) plans (the “401(k) Plans”), in which all employees over the age of 21 may participate. Depending on the 401(k) Plan, the Company makes either a safe Harbor contribution match of 100% of each participant’s contribution up to 3% of salary, and 50% of the next 2% of salary contributed, or a 3% non-elective contribution for all eligible participants. The matching contributions were $ 34,932 in 2026 and $ 23,628 in 2025. NOTE 24 – Segment Information ASC Topic 280, Segment Reporting , establishes standards for reporting information about operating segments . Operating segments are defined as components of a reporting entity, the operating results of which are reviewed regularly by the chief operating decision maker (“CODM”) to make decisions about resource allocation and to assess performance. Our CODM is our Chief Executive Officer. F- 39 In response to acquisitions and expanded business activities, during the third quarter of Fiscal 2026, our CODM requested changes in the information that he regularly reviews for purposes of allocating resources and assessing performance. As a result, we have updated our reporting and beginning in the third quarter of fiscal 2026, we report our financial performance based on our new segments: “Travel” and “Media”. Our Travel segment provides travelers with a full range of travel services through its NXT2.0 booking engine, which offers extensive inventory and a platform for curating personalized experiences and efficient trip planning and booking. In addition, Five Star Alliance provides luxury and cruise offerings, and TA Pipeline provides a group-travel agency platform for conferences, conventions, weddings, and affinity groups. Our Media segment consists of JOURNY.tv, a Connected TV Channel broadcast as Free Ad Supported Streaming TV (“FAST”) and Advertising Video on Demand (“AVOD”) that specializes in travel, adventure, and culture-focused content, and Travel Magazine, an online travel magazine that provides articles, tips, guides and inspiration for travelers. We leverage our media brands—TravelMagazine.com 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. Additional information regarding our operating segments can be found in the overview section of Item 7 of this Annual Report, entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” Prior periods disclosed below have been recast to conform to these newly identified segments. Our primary operating metric is Operating Income (Loss). Operating Income (Loss) for our Travel and Media segments includes direct expenses of the segments as well as allocations of certain expenses, primarily salaries and benefits, third party contractors, sales and marketing, and technology We base the allocations primarily on transaction volumes and other usage metrics. We do not allocate shared corporate expenses such as accounting, human resources, certain information technology and legal to our reportable segments. We include these expenses in Corporate. Our allocation methodology will be periodically evaluated and may change as the segments evolve. The significant segment expense categories that are regularly provided to the CODM and that are included in the reported measure of segment Operating Income (Loss) are: cost of revenue; salaries and benefits; sales and marketing; professional service fees; technology; and other expenses. ‘Other expenses’ by segment consists primarily of merchant processing and bank fees, regulatory fees, and general operating costs not separately captured in the listed categories. Operating Income (Loss) is the only measure of segment profit or loss regularly provided to the CODM. Our CODM currently uses Operating Income (Loss) to assess performance in the monthly financial review process. Because our segments have been newly formed, the financial reporting framework continues to be under development and in the future will be used to assess performance and allocate resources for the segments in the annual budget and quarterly forecasting processes. The CODM will consider budget-to-actual variances on a monthly basis using Operating Income (Loss) when making decisions about allocating capital and personnel to the segments. The CODM also anticipates using Operating Income (Loss) to assess the performance and compensation of certain employees. Corporate includes unallocated corporate functions including finance and administration, technology, and corporate development. In addition, we record amortization of intangible assets and any related impairment, investor relations, stock-based compensation expense, legal and audit, directors’ compensation and other items excluded from segment operating performance in Corporate. Such amounts are detailed in our segment reconciliation below. The following tables present our segment information for the twelve months ended February 28, 2026 and 2025. As a significant portion of our property and equipment is not allocated to our operating segments and depreciation and amortization is not included in our segment measure, we do not report the assets by segment as it would not be meaningful. We do not regularly provide such information to our chief operating decision maker. All of our revenues are attributed to customers located in the United States; therefore, no revenues are reported from foreign geographic areas. For the fiscal years ended February 28, 2026 and February 28, 2025, no individual customer represented 10% or more of the Company’s consolidated revenues. F- 40 Schedule of Segment Information Media Travel Corporate Total Twelve Months Ended February 28, 2026 Media Travel Corporate Total Revenue $ 94,723 $ 3,620,805 $ - $ 3,715,528 Cost of revenue (exclusive of depreciation and amortization, shown separately below) - ( 3,063,042 ) - ( 3,063,042 ) Gross profit (loss) 94,723 557,763 - 652,486 Operating Expenses: Salaries and benefits 231,797 1,080,668 1,491,653 2,804,118 Stock based compensation - - 193,125 193,125 General and administrative 32,482 87,087 83,205 202,774 Sales and marketing 247,627 154,825 84,287 486,739 Professional service fees 641,277 115,181 6,755,951 7,512,409 Technology 375,542 369,345 303,073 1,047,960 Organization costs - - 2,580,829 2,580,829 Depreciation and amortization - - 1,097,804 1,097,804 Asset impairment charge - - 463,860 463,860 Provision for credit loss 315,495 315,495 Other expenses - 105,923 206,624 312,547 Total Operating Expenses 1,528,725 1,913,029 13,575,906 17,017,660 Operating Loss $ ( 1,434,002 ) $ ( 1,355,266 ) $ ( 13,575,906 ) $ ( 16,365,174 ) Other Income (Expense) Other Income (Expense) 1,616,935 Loss on disposal of assets - Loss on promissory note receivable - Gain (Loss) on derivative liability 50,000 Gain (Loss) on extinguishment of liability ( 95,600 ) Interest income (expense), net ( 1,106,788 ) Total Other Income (Expense) 464,547 Net income (loss) from continuing operations before taxes ( 15,900,627 ) Provision for income taxes - Net income (loss) from continuing operations before share of net income (loss) in equity method investee ( 15,900,627 ) Share of net income (loss) of equity method investee ( 11,307 ) Net gain (loss) from continuing operations ( 15,911,934 ) Net gain (loss) from discontinued operations, net of taxes - Net income (loss) ( 15,911,934 ) Preferred dividends ( 335,662 ) Net Income (Loss) Applicable to Common Stockholders $ ( 16,247,596 ) F- 41 Media (1) Travel Corporate Total Twelve Months Ended February 28, 2025 Media (1) Travel Corporate Total Revenue $ - $ 501,423 $ - $ 501,423 Cost of revenue (exclusive of depreciation and amortization, shown separately below) - ( 498,121 ) - ( 498,121 ) Gross profit (loss) - 3,302 - 3,302 Operating Expenses: Salaries and benefits - 991,771 1,638,892 2,630,663 Stock based compensation - - 67,874 67,874 General and administrative - 39,679 55,662 95,341 Sales and marketing - 265,500 41,666 307,166 Professional service fees - 6,200 2,222,281 2,228,481 Technology - 619,594 223,702 843,296 Organization costs - - 213,613 213,613 Depreciation and amortization - - 713,236 713,236 Other expenses - 45,548 271,513 317,061 Total Operating Expenses - 1,968,292 5,448,439 7,416,731 Operating Loss $ - $ ( 1,964,990 ) $ ( 5,448,439 ) $ ( 7,413,429 ) Other Income (Expense) Other Income (Expense) 16,099 Loss on disposal of assets ( 90 ) Gain (Loss) on extinguishment of liability ( 1,134,579 ) Loss on promissory note receivable ( 1,000,000 ) Interest income (expense), net ( 589,039 ) Total Other Income (Expense) ( 2,707,609 ) Net income (loss) from continuing operations before taxes ( 10,121,038 ) Provision for income taxes - Net income (loss) from continuing operations before share of net income (loss) in equity method investee ( 10,121,038 ) Share of net income (loss) of equity method investee ( 7,390 ) Net gain (loss) from continuing operations ( 10,128,428 ) Net gain (loss) from discontinued operations, net of taxes 8,344 Net income (loss) ( 10,120,084 ) Preferred dividends ( 78,600 ) Net Income (Loss) Applicable to Common Stockholders $ ( 10,198,684 ) (1) There were no operations within the Media segment during the fiscal year ended February 28, 2025. The Company’s Media operations — JOURNY.tv, GoUSA TV, and Travel Magazine — were acquired or launched during fiscal year 2026. Accordingly, FY2025 Media-segment amounts are zero, and no recast adjustments to FY2025 Travel- or Corporate-segment results were required for items attributable to the Media segment. NOTE 25 – Subsequent Events Amendment to NextTrip Privilege Licensing and Services Agreement On April 15, 2026, the Company and NextTrip Privilege, Inc. entered into Amendment No. 1 to the Licensing and Services Agreement, which deferred the commencement date of the $ 5,000 per month Administrative Services Fee from March 1, 2026 to June 1, 2026, and shifted the related annual three-percent ( 3 %) escalator anniversary date to June 1 of each year thereafter. No other terms of the Licensing and Services Agreement were modified by the amendment. See Note 17 (Related Party Transactions) for additional information regarding the Company’s relationship with NextTrip Privilege, Inc. F- 42 Related Party Promissory Note On March 25, 2026, the Company issued an unsecured promissory note, in the principal amount of $ 80,000 , to the Donald P. Monaco Insurance Trust (“Trust”). The promissory note accrues interest at a rate equal to 7.5 % simple interest per annum, and was scheduled to automatically mature and become due and payable in full on April 3, 2026 subject to certain limited exceptions. The promissory note, or any portion thereof, could be prepaid by NTH without any penalty. The promissory note was approved by the Board, including the independent members thereof. On April 6, 2026, the Company and the Trust entered into the first amendment to the promissory note, whereby the parties agreed to increase the principal balance to $ 155,000 and extend the Maturity Date to April 13, 2026 . The other terms of the note were unchanged. On April 9, 2026, the Company and the Trust entered into the second amendment to the promissory note, whereby the parties agreed to increase the principal balance to $ 290,000 and extend the Maturity Date to April 30, 2026 . The other terms of the note were unchanged. On April 27, 2026, the Company and the Trust entered into the third amendment to the promissory note, whereby the parties agreed to increase the principal balance to $ 400,000 and extend the Maturity Date to May 31, 2026 . On April 30, 2026, the Company and the Trust entered into the fourth amendment to the promissory note, whereby the parties agreed to increase the principal balance to $ 510,000 . The other terms of the note were unchanged. On May 12, 2026, the Company repaid $ 110,000 of the principal balance, and on May 29, 2026, the Company and the Trust entered into the fifth amendment to the promissory note, whereby the parties agreed to increase the principal balance by $ 200,000 . As of May 29, 2026 the principal balance outstanding totaled $ 600,000 . The promissory note, including the amendments thereto, were approved by the Audit Committee of the Board and the full Board, including the independent members thereof. Related Party Equity Investments On April 15, 2026, Andy Kaplan, through KC Global Media Asia LLC (“KCGM”), purchased 16,667 shares of Series A Preferred Stock at $ 3.00 per share, resulting in gross proceeds to the Company of $ 50,000 . In connection with this transaction, the Company issued KCGM a warrant to purchase up to 8,333 shares of common stock at $ 3.00 per share. The warrant expires 3.5 years from the issue date. On May 8, 2026, Andy Kaplan, through KC Global Media Asia LLC (“KCGM”), purchased 18,182 shares of Common Stock at $ 2.75 per share, resulting in gross proceeds to the Company of $ 50,000 . In connection with this transaction, the Company issued KCGM a warrant to purchase up to 9,091 shares of common stock at $ 3.00 per share. The warrant expires 3 years from the issue date. Other Equity Investments On May 6, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Helena Global Investment Opportunities 1 Ltd (the “Purchaser”), pursuant to which the Company issued and sold (a) an aggregate of 368,421 restricted shares of newly designated Series B Convertible Preferred Stock, par value $ 0.001 , of the Company (the “Series B Preferred Shares”) plus 40,000 additional Series B Preferred Shares as an issuance fee; and (b) a five-year warrant (the “Warrant”) to purchase 100,000 shares of the Common Stock, par value $ 0.001 per share, of the Company (“Common Stock”) (the “Series B Offering”) at a purchase price of $ 2.755 per share representing the Nasdaq Minimum Price plus $ 0.125 as of the date of the Purchase Agreement. The Warrant has an exercise price of $ 2.755 per share. If a registration statement is not effective at the time of exercise, the holder may exercise the Warrant using a cashless exercise feature. If there is an Event of Default as defined in the Series B Certificate of Designation (as defined below), the Warrant may be exercised without payment of cash. The obligations of the Company under the transaction documents are secured by a pledge of 1,365,314 shares of Common Stock (the “Pledged Shares”) owned by the Company’s Chief Executive Officer, William Kerby, pursuant to a Guarantee and Pledge Agreement (the “Pledge Agreement”). The Pledge Agreement provides a limited recourse guarantee, with recourse solely to the Pledged Shares and not to any other assets of Mr. Kerby. Pursuant to the Purchase Agreement, the Company has granted the Purchaser a right of participation of up to 20% of any future securities offering by the Company, other than exempt issuances. The Purchaser also has an exchange right to exchange Preferred Shares for offered securities at 100% of stated value. The Company has also agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale of the shares of Common Stock issuable pursuant to exercise of the Warrant and conversion of the Series B Preferred Shares within fifteen (15) days (the “Filing Deadline”) of the closing date of the Series B Offering (the “Closing Date”). The Company shall use its best efforts to cause the registration statement to become effective within thirty (30) days after the Closing Date (or sixty (60) days if the SEC reviews the registration statement). Also, in connection with any “at the market” offerings conducted by the Company during the 180-day period following the Closing Date, the Purchaser has the right to require the Company to apply an amount equal to 25% of the net proceeds to redeem the Series B Preferred Shares at the Redemption Price (as defined below). Also on May 6, 2026, the Company sold and issued 36,400 shares of common stock to a private investor at $ 2.75 per share, plus a three-year warrant to purchase up to 18,200 shares at an exercise price of $ 2.75 per share, resulting in gross proceeds to the Company of $ 100,100 . Short Term Promissory Note On March 24, 2026, we issued a short-term promissory note to 1800 Diagonal Lending LLC in the principal amount of $ 180,550 . The note includes an original issue discount of $ 23,550 and bears a one-time interest charge of 13 %, which was applied to the principal on the issuance date. The note is payable in five installments, with the first installment of $102,010 due on September 30, 2026 and four equal subsequent installments of $25,502.62 due on the 30th day of each of the next four months. The note may be prepaid at any time without penalty. Upon an event of default by the Company, any unpaid principal and interest may be converted into shares of our common stock at the election of 1800 Diagonal Lending LLC. F- 43