What changed in this filing

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Item 1. Business

2025-05-29 compared with 2024-09-04 · 646 added, 266 removed, 85 unchanged (91% of the section changed)

(the “Company,” “NextTrip,” “we,” “us” and “our”) is an innovative technology

company that is building next generation solutions to power the travel industry.

NextTrip, through its subsidiaries, provides travel

technology solutions with sales originating in the United States, leisure travel, business travel, groups travel, media and tech.

connect people to new places and discoveries by utilizing digital media engagement, seasoned planning expertise, and unique inventory

to curate custom vacations and business travel across the globe.

Our proprietary booking engine, branded as NXT2.0, provides travel distributors

and consumers access to a sizeable inventory.

vision is to drive the evolution of the travel industry by merging advanced digital solutions with personalized travel services.

core technology – a fully integrated travel booking platform – focuses on untapped and underserved sectors of the travel

industry, intending to capture new markets.

We expect that our future growth will be accelerated by interactive technology, immersive

media and unparalleled travel industry expertise.

believe NextTrip will revolutionize the travel industry by combining advanced digital technologies with personalized travel services.

Our mission is to become the premier travel, media, and lifestyle brand, inspiring and empowering individuals to explore the world.

our brands, including NextTrip Vacations, Travel Magazine, and Compass.TV, we aim to create a unique ecosystem that reduces dependency

on traditional marketing methods, where major travel companies spend billions to attract customers.

strategy focuses on both the Media and Travel divisions working together to draw users into our ecosystem by offering the following benefits:

to a wealth of highly relevant travel videos and articles for research.

ability to plan and save future travel destinations and activities on personalized profiles.

to share travel ideas and communicate with others.

from our concierge help desk and AI-powered solutions.

convenience of booking travel online or through a call center.

to customer support before, during, and after travel.

opportunity to earn rewards that encourage repeat bookings.

ecosystem is built on four key pillars:

A comprehensive travel booking platform that offers curated, personalized, and seamless travel experiences for every budget and interest.

Powered by the NXT2.0 booking platform, NextTrip serves as our direct-to-consumer hub, providing users with detailed scheduling,

pricing, and availability information for airlines, hotels, rental cars, and other travel products.

We also offer dynamically assembled

travel packages and provide valuable content, including destination information, maps, and travel details, all supported by our customer

call center .

A trusted source of captivating travel inspiration, offering authentic stories, practical advice, and diverse perspectives

to fuel wanderlust and create lasting vacation memories.

Travel Magazine will soon launch MyBucketList, a platform designed for travelers

to build and share their travel bucket lists with personalized suggestions, booking support, and local insights.

Our Free Ad-supported Streaming TV (FAST) channel, slated for launch in fall 2024.

Compass.TV will offer over 1,000 hours of travel

shows and long-form travel content at launch.

To draw users into the NextTrip ecosystem, the launch will be supported by travel influencers,

promoted to our 6 million-strong email list, and marketed to major streaming platforms like Roku and YouTube.

Compass.TV plans to

use artificial intelligence to personalize content, convert blogs and articles to video, and enable users to create custom videos.

This platform will allow users to create fully customized FAST channels featuring vacation opportunities that can be explored and

booked directly through the NextTrip booking engine.

PrometheanTV :

A unique influencer-led platform that drives advertising revenue and content-to-commerce.

We recently secured a perpetual license

with Promethean TV, Inc., the developer of the Ignite TV interactive video platform.

This technology will power Compass.TV and video

content on Travel Magazine/MyBucketList, allowing for targeted advertising via video overlays, enabling viewers to purchase travel

directly from their screens.

This integration is designed to enhance customer engagement, drive ad-supported revenue, and increase

travel transactions.

integrating the NextTrip booking platform across all our media platforms, we will enable users to research and book travel seamlessly

from any of our offerings.

Our ecosystem will encompass leisure travel, wellness travel, business travel, alternative lodging, and innovative

technology and media solutions.

We will engage with consumers throughout the entire travel planning journey, from initial research to

post-travel, offering robust product options and preferred rates in top global destinations.

We believe that NextTrip stands apart from

other travel companies, providing users with the tools to create personalized vacation packages and travel solutions, resulting in a

more rewarding experience than traditional pre-packaged offerings.

This ensures a thriving and growing ecosystem that drives both travel

transactions and targeted advertising revenue while supporting consumers on their travel journeys—truly a next-generation travel

Organizational

Monaker Group Business

travel business was the principal business of NextPlay NextPlay Technologies, Inc.

(“NextPlay”) (then, Monaker Group, Inc.

(“Monaker”)) until June 30, 2020, when Monaker entered into a share exchange transaction with HotPlay Enterprise Limited

(“HotPlay”), resulting in HotPlay becoming a wholly owned subsidiary of Monaker and HotPlay’s business becoming the

principal business of Monaker.

Prior to this share exchange, the primary focus of Monaker had been its travel business, which included

the sale of vacation rentals, and in particular, ALRs, to consumers through its proprietary booking engine.

To support its travel offerings,

Monaker introduced travelmagazine.com, featuring travel and lifestyle content to appeal to travelers researching destinations and planning

future vacations.

In January 2023, NextPlay spun the NextTrip business out to its founders to separate it from NextPlay’s primary

Transition and Technology Development

spread of the COVID-19 virus globally beginning in January 2020 severely impacted our business.

Beginning in March 2020, many U.S.

and foreign countries began issuing “stay-at-home” orders and closed their borders to interstate and international travel.

Such restrictions on travel, together with other measures implemented by governments around the world, severely restricted the level

of economic activity around the world and had an unprecedented effect on the global travel industry.

The public’s ability to travel

was severely curtailed through border closures, mandated travel restrictions and limited operations of hotels, airlines, and additional

voluntary or mandated closures of travel-related businesses from December 2019 through the beginning of 2022 (and beyond in some jurisdictions).

Measures implemented during the COVID-19 pandemic led to unprecedented levels of temporary and permanent business closures, cancellations

and limited new travel bookings, having a severe negative impact on our business, financial condition and results of operations.

to the significant decrease in demand for the travel related services provided by us during the peak of the COVID-19 pandemic, we shifted

our focus to developing and enhancing our program offerings.

For example, we began to develop our online media platform -TravelMagazine.com

allowing consumers to research future travel options as well as enhancing the functionality of our booking engines, including developing

a booking engine platform that allows customers to book packaged vacations and wellness programs along with the development of a platform

to arrange and manage business travel.

of Bookit.com Asset

NextTrip’s separation from NextPlay, our team focused on the continued technological development of its booking platform.

of this development, we acquired a travel platform in June 2022 to help power our proprietary NXT2.0 booking technology.

this technology powered the Bookit.com business, a well-established online leisure tour operator generating over $400 million in annual

sales as recently as 2019 (pre-pandemic).

As part of the acquisition of the assets of Bookit.com, we were not only able to acquire a

proven technology platform that could be integrated with our core travel sectors, but we were also able to secure the database with millions

of past travelers and opt-in consumers.

2022, and the acquisition of the Bookit.com business, we have been focused on the holistic development and integration of the NXT2.0

technology platform, which serves as a base for current and future technology projects as well as proprietary system enhancements.

integration includes re-engaging with and re-negotiating more than 250 contracts with hotel, airline, and cruise suppliers, and securing

unique product inventory of more than 3 million lodging, air and tour product suppliers at exceptional rates to over 2,100 destinations

in 200+ countries worldwide.

this strategic offering, we will focus on key areas of opportunity in the travel sector and drive enhanced booking conversion rates.

Our proprietary technology, when combined with media, product offerings and customer service, provides a unique lane to serve mid-to

luxury travelers.

by Sigma Additive Solutions, Inc.;

December 2023, Sigma Additive Solutions, Inc.

(“Sigma”) acquired 100% of the outstanding equity interests in NextTrip,

which resulted in NextTrip becoming a wholly-owned subsidiary of a public company and the principal business of the Company moving

To align the new business with NextTrip’s travel-focused business model, the Company recently changed its name to

“NextTrip, Inc.”

of Promethean FAST TV Exclusive License

recently entered into a perpetual license agreement with Promethean TV, Inc.

(“Promethean”), the owner and developer of the

Ignite TV interactive video platform used for driving engagement and commerce.

This license will form the basis for our Free Ad-supported

streaming TV (FAST) channel – Compasss.TV allowing for targeted advertising via video overlays, allowing the viewer to purchase

travel from their screen.

This integrated technology is intended to boost engagement with customers driving ad-supported revenue and

travel transactions.

Fully Integrated Travel Booking Platform

have established a direct-to-consumer presence though a number of websites, powered by the NXT2.0 booking platform.

Today, the primary

leisure platform is hosted on nexttrip.com and the media platform is hosted on travelmagazine.com.

sells travel services to leisure and corporate customers across these websites.

Our primary focus is our current offerings of scheduling,

pricing and availability information for booking reservations for airlines, hotels, rental cars, as well as other travel products such

as transfers, sightseeing tours, shows and event tickets.

NextTrip sells these travel services both individually and as components of

dynamically assembled packaged travel vacations and trips.

In addition, we provide content that presents travelers with information about

travel destinations, maps and other travel details.

online travel publication, travelmagazine.com, provides travelers around the world with inspiration for future vacation destinations

The publication offers written articles, videos, and podcasts.

The website is expected to be supported by advertising and

allow for research and booking of vacation products.

(the “Company,” “NextTrip,” “we,” “us” and “our”) is an early-stage,

technology-driven travel company developing an integrated travel booking and media platform designed to connect leisure, group and business

travelers to the world.

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

supporting both travelers and distributors with a platform for curating personalized experiences and efficient trip planning and booking.

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

Alliance (luxury and cruise bookings) and NextTrip Business (small-to-mid-sized corporate travel) and differentiate our platform through

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

Agent Platform”) and PayDlay, a delayed payment booking option.

Complementing our booking engine are our media properties, including

Journy.tv, Compass.tv and Travel Magazine, which provide destination content that we believe will drive high-intention traffic into our

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

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

depends on our ability to successfully expand our supplier relationships, attract customers, and secure adequate capital to fund marketing

and future product development.

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

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

allowing them to better research and explore desired travel destinations.

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

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

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

Upon full integration of our travel and media platforms, we believe

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

This contrasts with the existing online travel

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

– Our Integrated Travel Booking Platform

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

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

NXT2.0 powers several websites, including our main

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

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

We serve both leisure and business travelers by offering

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

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

Our content includes destination

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

of the Platform

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

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

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

existing booking platform to create NXT2.0.

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

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

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

and agreements of Bookit.com.

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

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

As part of the acquisition of the assets

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

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

The combination of technology

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

capabilities.

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

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

and core brands.

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

NXT2.0 technology platform.

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

and agreeing to terms of use.

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

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

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

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

significant travel products.

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

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

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

launched our platform in May 2023 with limited listings.

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

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

inventory base.

Products and Services

are building an ecosystem with technology and product offerings that will include leisure travel, wellness travel, business travel, alternative

lodging, technology and media solutions.

We engage with consumers and distributors throughout the travel planning journey from initial

research through post-travel.

Through direct relationships, we have established robust product offerings and preferred rates across the

top destinations world-wide.

Our primary product offerings are as follows:

Travel brings travel solutions and a proprietary booking engine that allows customers to book customized travel, including vacation

packages, airline tickets, hotel reservations, tours and activities, curated journeys, wellness, business and group travel.

Additionally,

we are developing a travel agent portal to drive bookings and travel agent brand loyalty across the leisure space.

Solutions offers technology solutions for product and inventory management as well as white label offerings including NextTrip products

under their brand, and technology solutions.

Media includes Travel Magazine and the Compass.TV experience, which is currently in development.

These digital solutions engage consumers

at the initial phases of travel planning, offering relevant content, destination information and immersive online experiences as

well as solutions for travel suppliers.

This ecosystem, once fully developed, is expected to allow users to create their own fully

customized FAST channel featuring vacation journey opportunities that customers can explore prior to booking the actual vacation.

and Services for Travelers

Tools and Ability to Compare .

Our online marketplace nexttrip.com provides travelers with the tools to search for and filter several

travel products including air, accommodations, activities, and transportation based on various criteria, such as destination, travel

dates, type of property, number of travelers, amenities, price, or keywords.

Travelers are able to create accounts on our website(s) that give them access to their booking activity through the website.

Members will also have access to special rates and discounts on the NextTrip product.

Travel guides, videos and pictures as well as travel articles can be accessed through travelmagazine.com.

We use a combination of technology and human review to evaluate the content of listings and to screen for inaccuracies or fraud with

the goal of providing only accurate and trustworthy information to travelers.

NextTrip is Payment Card Industry compliant to ensure the

safety and security of its customer credit card data.

Communication.

Travelers who create an account on our websites will receive regular communications, including notices about places of interest,

special offers, new listings, and an email newsletter.

The newsletter will be available to any traveler who agrees to receive it and

offers introductions to new destinations and properties, as well as tips and useful information when traveling.

the COVID-19 pandemic arose, we have primarily focused on developing our booking engine and establishing relationships with suppliers

to increase the size of our instantly bookable inventory.

The booking engine has produced little revenue to date because of, among other

reasons, the efforts that have been taken to integrate the NextTrip travel platforms with the Bookit.com technology since its acquisition

in the summer of 2022.

The new platform was launched in beta in May 2023 with a limited number of hotel properties in Mexico and the

We have expanded our distribution since launch to include over one million hotel properties worldwide and have completed a

full launch of the leisure travel website in May 2024.

Revenue Drivers

fully integrated travel booking platform serves as the foundation of our revenue-generating business.

The platform contains a robust

booking engine with merchandising capabilities that drive increased conversions and higher per revenue transactions.

We plan to leverage

the bookit.com foundational travel database consisting of 6 million customers to further drive revenues.

Those revenues consist primarily

of commissions and bookings but are expanding to include affiliate commerce, advertising and sponsored content (via Compass.TV and Travel

addition, as the booking platform expands, it establishes an opportunity for product expansion and revenue from technology licensing,

including white-labeling key technology.

A monthly software-as-a-service (SaaS) model is being established around key technology developments

and innovative platforms, including turn-key booking solutions, product management and targeted audience offerings.

Future Research & Development Driving Growth

we expand the reach of our booking platforms, including to different underserved areas of the travel industry, we plan to focus on future

technologies to drive growth by investing in research and development.

Free Ad-Supported Streaming TV (FAST) gains momentum globally, we are in the process of developing Compass.TV, with a targeted launch

in the fall of 2024.

Our innovative travel channel is being developed in conjunction with our perpetual license with Promethean discussed

With over 200 hours of relevant travel content secured, Compass.TV intends to utilize artificial intelligence (AI) to personalize

content, convert blogs and articles to video, and empower users to create custom travel channels.

Integration with the NextTrip Concierge

desk will enable seamless booking and assistance.

recognizes the pivotal role of video in promoting travel sales and engagement, hence our focus on incorporating video across platforms.

To maximize effectiveness, NextTrip has entered into the license with Promethean enabling targeted advertising and transactional capabilities

without interrupting content.

The Company has also established strategic partnerships for content, distribution and technology with key

players in the FAST space.

This will enhance and accelerate the growth of our user base and enhance the opportunity for revenue generation

from the platform.

are transforming our Travel Magazine website into a social media platform catering to all things travel.

The site was re-launched mid-2024,

and features enhanced media capabilities and targeted advertising using the Promethean solution.

A private consumer section called “MyBucketList,”

is targeted for release in the fall of 2024 and will feature connectivity to booking engines, AI travel planner assist and AI-driven

content creation.

My Bucket List, NextTrip is building a technology solution catered to travelers to build and share their own travel bucket list with

personalized suggestions, booking support and local insights.

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

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

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

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

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

and additional revenue to the Company.

Direct Contract Strategy

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

the products into the NXT2.0 booking engine.

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

travel products.

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

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

Until this happens, we

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

and specialized travel offerings (e.g.

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

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

independent hotels and vacation rentals.

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

portal and customized packaging tools directly on the IHB website.

Inventory Expansion and API Strategy

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

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

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

This inventory can

come in many forms with differing pricing models.

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

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

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

These established suppliers provide us with significant additional

content and product in our booking engine.

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

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

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

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

to further obtain and launch higher-margin direct inventory.

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

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

API provider.

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

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

further expanded our product offerings in the luxury travel and cruise industries with our recent acquisition of Five Star Alliance.

Founded in 2004, Five Star Alliance is a premier luxury travel agency known for its curated collection of over 5,000 five-star hotels

and resorts worldwide.

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

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

These combined

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

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

Product Offerings

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

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

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

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

NextTrip has enhanced its offerings

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

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

Such additional product offering

highlights include:

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

and group travel options.

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

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

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

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

travel support.

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

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

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

and immersive digital experiences.

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

Platform Features

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

Additionally, we

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

PayDlay allows travelers to purchase

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

Registered NextTrip travelers can

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

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

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

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

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

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

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

allows for manageable installments without compromising travel dates or inventory.

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

rates and targeted promotions.

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

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

multi-passenger reservations.

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

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

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

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

Five Star Alliance.

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

agent program by mid-year 2025.

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

Groups Platform initial version has been launched.

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

conventions and destination weddings through our group’s widget.

This is an underserved and emerging market.

Initial results are

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

in Development

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

additional features designed to benefit its users.

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

bringing together travel content and itinerary management in one interface.

The “My Journy” personalized travel-planning

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

and bookings.

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

suppliers better opportunities to promote their products.

also plans to introduce a multi-level Rewards program that gives benefits for repeat bookings, using different channels, and social interactions

within the platform.

A planned group chat and sharing feature will let families, friends, and corporate groups work together on itinerary

changes in real time.

These developmental features are designed to encourage customer loyalty and keep users engaged with NXT2.0.

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

usually found in premium travel agencies in a digital format.

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

With new product

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

These updates

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

technology and personalized data.

and Infrastructure

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

Our systems architecture has been designed to

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

Our system’s architecture has been designed

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

Our cloud services provide our online

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

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

We use security

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

developed and use internal policies and procedures to protect the personal information of travel suppliers and customers

using our websites that we collect and use as part of our normal operations.

Access to our networks, and the servers and databases, on

which confidential data is stored, is protected by industry standard firewall and encryption technology.

Physical access to our servers

and related equipment is secured by limiting access to the data center to operations personnel only.

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

We have developed

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

use as part of our normal operations.

Access to NextTrip’s networks, and the servers and databases on which confidential data is

stored, is protected by industry standard firewall and encryption technology.

Physical access to our servers and related equipment is

secured by limiting access to the data center to operations personnel only.

Integrated Media Solutions

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

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

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

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

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

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

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

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

authority and future partnerships and opportunities for sponsored advertising content.

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

inspiration engines and direct booking channels.

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

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

Media Brands and Partnerships

TravelMagazine.com

is our media hub.

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

features content on destinations, travel experiences, hotel and restaurant recommendations, and general travel advice.

Its audience includes

both casual vacationers and more seasoned travelers seeking ideas and information for their next trip.

Coming soon is “My Bucket

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

and Journy.tv

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

often focusing on live and on-demand programming.

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

with millions of followers.

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

adventure, and culture-focused content.

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

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

Journy.tv has contracts with key platforms including

Samsung TV Plus and Plex.

In combination, these platforms have 17 million viewers,

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

These influencers

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

to their adventures.

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

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

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

own custom travel channels.

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

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

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

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

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

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

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

February 2025, the Company and Blue Fysh Holdings Inc.

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

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

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

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

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

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

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

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

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

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

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

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

media platforms;

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

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

Journy.tv and Travel Magazine.

Strategy and Development of an Integrated Travel and Media Ecosystem

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

to guide and support them throughout the travel experience.

Presently, NextTrip generates revenue through two core methods:

travel bookings

and advertising revenue.

Bookings and Related Services

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

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

offer at any given time.

sales are generally structured either:

(1) as a set commission on the sale of a travel product whereby the supplier or wholesaler controls

the pricing (as is the case with the majority of Five Star Alliance products), or (2) through a direct, negotiated contract between product

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

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

Commission-based travel products are generally

lower margin than directly negotiated travel products.

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

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

Key factors that affect revenues and

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

to create awareness, and seasonality.

travel bookings currently generate the majority of our nominal revenues.

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

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

While we believe this revenue can

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

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

Additionally,

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

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

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

These media platforms

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

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

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

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

to become a key driver of higher margin revenue than those earned from travel product sales, but as the audience grows it will provide

additional opportunities for NextTrip to promote its own travel offerings to highly targeted viewers, thus lessening the need for spending

significant marketing dollars through other mediums to attract consumers.

drive this initiative, the Company has entered into partnerships with Travel Spike and Leap Media Group, respected leaders in the travel

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

Compass.tv is now equipped to deliver branded entertainment

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

high quality content to travel enthusiasts.

of Integrated Revenue Model – Strategy and Current Status

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

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

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

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

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

While the products introduced to date

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

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

established travel industry leaders.

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

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

Recognizing these marketing budget restraints, we focused

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

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

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

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

Key to this development is

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

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

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

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

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

The timeline to complete these programs is dependent

upon our ability to raise capital;

however, we believe that most programs can be delivered within 180 days of obtaining such necessary

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

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

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

by the major travel industry leaders.

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

Journy.tv, Compass.tv and

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

We believe a natural extension of providing users with media solutions

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

This ecosystem is expected to assist

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

to assist users in their travel planning.

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

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

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

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

marketing budget to create awareness.

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

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

media platforms it could control.

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

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

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

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

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

including the potential to immediately make a booking.

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

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

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

The acquisition included original

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

By combining Compass.tv, Journy.tv

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

attract endemic and programmatic advertisers.

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

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

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

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

around our channels.

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

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

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

Management believes the development of

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

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

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

cross-promotional opportunities and licensing revenues.

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

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

such as Vizio and Whale.tv.

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

divisions together to create an engaging consumer-focused ecosystem.

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

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

ultimate goal of influencing a travel purchase decision.

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

media and travel divisions.

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

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

to deliver impactful and personalized travel solutions.

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

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

We believe this platform will

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

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

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

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

travel market is highly competitive and rapidly evolving.

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These companies include Expedia, Booking.com, TripAdvisor,

Sabre Corp., and TravelZoo.

In some cases, competitors are offering more favorable terms and improved interfaces to suppliers and travelers,

which make competition increasingly difficult.

We also face competition for customer traffic on internet search engines and metasearch

websites, which impacts our customer acquisition and marketing costs.

Sabre Corp., TravelZoo and AirBnb.

We are an early-stage company with nominal revenues.

Though we do consider these companies competitors,

they are all much larger and more advanced in development than our current offerings and we may be unable to raise sufficient capital

or develop our technology at such a rate to compete for meaningful market share.

In some cases, competitors are offering more favorable

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

Also, in some cases, we offer

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

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

and marketing costs.

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

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our proprietary interests.

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

integration of the Bookit.com assets;

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

booking for travel groups of five or more;

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

pay over time with no interest;

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

boards and planned AI planner;

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

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

ability to provide our services and any future services is affected by legal regulations of governments and regulatory authorities around

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

some parts of our business are already subject to certain requirements of the US Department of Transportation (DOT),

and as our offerings continue to diversify and expand, we may become subject to additional requirements of regulatory agencies across the world.

some parts of our business are already subject to certain requirements of the US Department of Transportation (“DOT”), and

as our offerings continue to diversify and expand, we may become subject to additional requirements of regulatory agencies across the

As we expand our payments services to consumers and business partners, we are subject to additional regulations, such

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with which is complex and costly.

Organizational

Acquisition of NextTrip Holdings

October 12, 2023, the Company (formerly known as Sigma Additive Solutions, Inc.) entered into a Share Exchange Agreement with NextTrip

Holdings, Inc.

(“NTH”), NextTrip Group, LLC (“NTG”) and William Kerby (the “NTH Representative”),

pursuant to which the Company acquired NTH (the “NextTrip Acquisition”) in exchange for shares of our common stock, which

we refer to as the Exchange Shares.

The NextTrip Acquisition was consummated on December 29, 2023.

As a result, NTH became a wholly owned

subsidiary of the Company.

the closing of the NextTrip Acquisition, the shareholders of NTG (collectively, the “NTG Sellers”), were issued a number

of Exchange Shares equal to 19.99%, or 156,007 shares, of our issued and outstanding shares of common stock immediately prior to the

Under the Share Exchange Agreement, the NTG Sellers were entitled to receive additional shares of our common stock, referred

to as the Contingent Shares, subject to NTH’s achievement of future business milestones (the “Milestone Events”) specified

in the Share Exchange Agreement as follows:

as of the date of this Prospectus

of NTH’s leisure travel booking platform by either (i) achieving $1,000,000 in cumulative sales under its historical “phase

1” business, or (ii) commencement of its marketing program under its enhanced “phase 2” business.

of a date six months after the closing date

Contingent Shares

Marketing program under “phase 2” has commenced.

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

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

Contingent Shares

Five groups have been contracted to use the Groups Platform.

of NTH’s Travel Agent Platform and signing up of at least 100 travel agents to the platform (which calculation includes individual

agents of an agency that signs up on behalf of multiple agents).

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

Contingent Shares

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

launch of PayDlay technology in the NXT2.0 system.

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

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

PayDlay has been commercially launched.

Alternatively,

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

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

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

Contingent Shares, together with the shares of our common stock issued at the closing, was not to exceed 6,000,000 shares of our common

stock, or approximately 90.2% of our issued and outstanding shares of common stock immediately prior to closing.

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

any one of the Milestone Events would result in a change in control of the Company under Nasdaq Listing Rule 5635(a).

Pursuant to Nasdaq

Listing Rule 5110(a), the Company was required to submit an initial listing application with Nasdaq and to obtain Nasdaq approval of

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

failure to obtain such approval in advance of the Contingent

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

respect to its common stock.

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

application in connection with the issuance of the Contingent Shares.

On March 26, 2025, the Company issued the NTG Sellers an aggregate

of 4,393,993 of the Contingent Shares in satisfaction of the Company’s obligations under the Share Exchange Agreement

a result of Nasdaq’s approval of our initial listing application, the issuance of the Contingent Shares was completed in compliance

with Nasdaq Listing Rule 5110(a) and the Company’s shares of common stock continue to trade on the Nasdaq Capital Market under

the symbol “NTRP.”

May 5, 2025, as a result of the achievement of the fourth and final business milestone, the remaining 1,450,000 Contingent Shares were

issued to the NTG Sellers.

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

Share Exchange Agreement provided that William Kerby, the Chief Executive Officer and co-founder of NTH, was appointed as Chief Executive

Officer of the Company and Donald P.

Monaco was appointed as a director of the Company as of the closing of the NextTrip Acquisition.

The NTH Representative (Mr.

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

of each of the milestones under the Share Exchange Agreement.

No such additional appointments have occurred to date.

Monaker Group Business

travel business was the principal business of NextPlay Technologies, Inc.

(then, Monaker Group, Inc.

(“Monaker”)) until June

30, 2020, when Monaker entered into a share exchange transaction with HotPlay Enterprise Limited (“HotPlay”), resulting in

HotPlay becoming a wholly owned subsidiary of Monaker and HotPlay’s business becoming the principal business of Monaker.

to this share exchange, the primary focus of Monaker had been its travel business, which included the sale of vacation rentals, and in

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

To support its travel

offerings, Monaker introduced travelmagazine.com, featuring travel and lifestyle content to appeal to travelers researching destinations

and planning future vacations.

In January 2023, NextPlay spun the NextTrip business out to its founders to separate it from NextPlay’s

primary business.

This resulted in NTG operating the NextTrip business, which was held in its wholly-owned subsidiary, NTH.

of Bookit.com Asset

NTH’s separation from NextPlay, NTH acquired a travel platform, Bookit.com, in June 2022 to help power NTH’s proprietary

NXT2.0 booking technology.

Pursuant to the terms of its asset purchase agreement, in exchange for a cash payment of $600,000, NTH acquired

the Bookit.com booking engine, customer lists, all content associated to hotel and destination product in the booking engine, including

pictures, hotel descriptions, restaurant descriptions, room descriptions, amenity descriptions, and destination information, and source

code related thereto (the “Purchased Assets”).

The Purchased Assets included:

(i) all permits and licenses related to the

purchased assets;

(ii) all contracts and agreements of Bookit.com (the “Assumed Contracts”);

and (iii) any goodwill related

to the Purchased Assets.

Further to the APA, NTH agreed to assume any obligation or liability of Bookit.com, and any related claims,

whether asserted prior to or following the Purchased Assets, with the exception of:

(i) all tax obligations and liabilities of any nature

arising in connection with or related to Bookit.com and/or the Purchased Assets prior to the closing date, and (ii) any post-closing

payment or performance obligations arising under the Assumed Contracts.

of Five Star Alliance

February 6, 2025, the Company entered into a Membership Interest Purchase Agreement (the “FSA Purchase Agreement”) with FSA

Travel, LLC (“FSA”), John McMahon, as Majority Member, and the other members of FSA included on the signature page thereto

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

Pursuant to the FSA Purchase Agreement, on

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

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

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

O Preferred”) to FSA.

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

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

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

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

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

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

(the “Final Closing”).

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

(i) the continued employment of Mr.

McMahon and Ms.

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

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

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

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

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

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

became a wholly owned subsidiary of the Company.

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

upon achievement of certain milestones, as follows:

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

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

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

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

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

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

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

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

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

are scheduled to be collected after the Final Closing.

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

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

of 120,967 shares of Series O Preferred.

Fysh Share Exchange

February 24, 2025, the Company and Blue Fysh entered into a share exchange agreement (the “BF Share Exchange Agreement”)

whereby Blue Fysh agreed to issue 82 restricted shares of its common stock to the Company, representing a ten percent (10%) interest

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

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

The BF Share Exchange closed on February

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

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

Asset Purchase

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

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

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

The Journy.tv

Acquisition closed on April 1, 2025.

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

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

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

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

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

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

Pursuant to the License Agreement,

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

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

certain exceptions).

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

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

April 30, 2025

July 31, 2025

October 31, 2025

January 31, 2026

April 30, 2026

July 31, 2026

October 31, 2026

January 31, 2027

April 30, 2027

July 31, 2027

October 31, 2027

Partnership with Intimate Hotels of Barbados (IHB)

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

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

directly on the IHB website.

Cruise Launches, Offering Seamless Cruise Booking Experience

March 27, 2025, NextTrip unveiled NextTrip Cruise, a fully integrated cruise booking engine providing access to over 10,000 sailings

and 35 cruise partners.

Travelers benefit from exclusive pricing, concierge service, and bundled packages that include transfers, pre-

and post-cruise stays, and expert travel support.

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

The lease has a 6-month term which ends

on December 31, 2024.

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

days written notice.

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

June 30, 2025.

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

written notice.

Capital Resources

of August 31, 2024, we had 14 full-time employees and 13 independent contractors, We use independent contractors and temporary personnel

of May 28, 2025, we had 16 full-time employees and 6 independent contractors.

We use independent contractors and temporary personnel

to supplement our workforce, particularly in the software development and technology tasks.

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union, and we consider our employee relations to be very good.

Competition for qualified personnel in its industry has historically been

Competition for qualified personnel in our industry has historically been

intense, particularly for software engineers, developers, and other technical staff.

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as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and additional employees.

provide competitive compensation and benefits to our employees.

provide competitive compensation and benefits for our employees.

Our benefit programs include bonuses, stock-based compensation awards,

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the granting of stock-based compensation awards and cash-based performance bonus awards.

employees are responsible for upholding the NextTrip Code of Ethics and Business Conduct, which is important in delivering on our strategy.

We maintain a compliance hotline for the confidential reporting of any suspected policy violations or unethical business conduct on the

employees are responsible for upholding our Code of Ethics and Business Conduct, which is important in delivering on our strategy.

maintain a compliance hotline for the confidential reporting of any suspected policy violations or unethical business conduct on the

part of our businesses, employees, officers, directors, suppliers, or customers.

Global Conflicts

Current conflicts throughout the world, including

the Russia-Ukraine war and the Israel-Hamas war, could further impact the global economy, financial markets, and inflation.

uncertainty around the duration or outcome of the conflicts, we cannot predict the effect on our business.

We have no sales to Russia, Ukraine, or Israel, nor

do we have any assets, employees or third-party contractors in those countries.

Sigma was initially incorporated as Messidor Limited in Nevada on December 23, 1985, and changed its name to Framewaves Inc.

On September 27,

2010, the name was changed to Sigma Labs, Inc.

Company was initially incorporated as Messidor Limited in Nevada on December 23, 1985, and changed its name to Framewaves Inc.

On September 27, 2010, the name was changed to Sigma Labs, Inc.

On May 17, 2022, Sigma Labs, Inc.

began doing business as Sigma Additive Solutions, and on August 9,

2022, changed its name to Sigma Additive Solutions, Inc.

On March 13, 2024, we changed our name to NextTrip, Inc.

began doing business as Sigma Additive

Solutions, and on August 9, 2022, changed its name to Sigma Additive Solutions, Inc.

On March 13, 2024, we changed the Company’s

name to NextTrip, Inc.

in connection with our reverse acquisition of NTH.

principal executive offices are located at 3900 Paseo del Sol, Santa Fe, New Mexico 87507, and our current telephone number at that address

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The Company’s annual reports, quarterly reports, current reports on

Form 8-K and amendments to such reports filed or furnished pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), and other information related to the Company, are available, free of charge, on that website

as soon as we electronically file those documents with, or otherwise furnish them to, the SEC.

The Company’s website and the information

contained therein, or connected thereto, are not and are not intended to be incorporated into this Report.

Form 8-K and amendments to such reports filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act and other information

related to the Company, are available, free of charge, on that website as soon as we electronically file those documents with, or otherwise

furnish them to, the SEC.

The Company’s website and the information contained therein, or connected thereto, are not and are not

intended to be incorporated into this Report.

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

What changed 10-K

Item 1. Business