NextTrip, Inc.

Previous wording

Upon the closing of the NextTrip Acquisition, the shareholders of NTG (collectively, the “NTG Sellers”), were issued a number of Exchange Shares equal to 19.99%, or 156,007 shares, of our issued and outstanding shares of common stock immediately prior to the closing. Under the 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 Exchange Agreement as follows:

Current wording

Upon the closing of the NextTrip Acquisition, the shareholders of NTG (collectively, the “NTG Sellers”), were issued a number of Exchange Shares equal to 19.99%, or 156,007 shares, of our issued and outstanding shares of common stock immediately prior to the closing. Under the 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 Exchange Agreement. Such milestones were achieved in full on May 5, 2025, at which point all 5,843,993 Contingent Shares had been issued.

Previous wording

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported assets, liabilities, sales and expenses in the accompanying financial statements. Critical accounting policies are those that require the most subjective and complex judgments, often employing the use of estimates about the effect of matters that are inherently uncertain. By their nature, changes in these assumptions and estimates could significantly affect our financial position or results of operations. Significant accounting estimates that may materially change in the near future are revenue recognition, impairment of long-lived assets, values of stock compensation awards and stock equivalents granted as offering costs, and allowance for bad debts and inventory obsolescence. Such critical accounting policies, including the assumptions and judgments underlying them, are disclosed in Note 1 of the Notes to Financial Statements included in this Quarterly Report. However, we do not believe that there are any alternative methods of accounting for our operations that would have a material effect on our financial statements.

Current wording

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosures, in the accompanying financial statements. Critical accounting estimates are those estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. By their nature, changes in these assumptions and estimates could significantly affect our financial position or results of operations. Significant accounting estimates that may materially change in the near future are revenue recognition, including principal versus agent determinations; impairment of goodwill, intangible assets and other long-lived assets; the carrying value of our equity investments; the fair value of the warrant liability; values of stock compensation awards and stock equivalents granted as offering costs; and the allowance for credit losses. Our significant accounting policies, including the assumptions and judgments underlying them, are disclosed in Note 2, “Summary of Significant Accounting Policies,” of the Notes to Financial Statements included in this Quarterly Report and in our Annual Report on Form 10-K for the fiscal year ended February 28, 2026.

Previous wording

The critical accounting policies and estimates addressed below reflect our most significant judgements and estimates used in the preparation of our financial statements.

Current wording

The critical accounting estimates addressed below reflect our most significant judgments and estimates used in the preparation of our financial statements. Except as described below, there have been no material changes to our critical accounting estimates from those disclosed in our Annual Report on Form 10-K for the fiscal year ended February 28, 2026.

Previous wording

Revenue Recognition – The Company recognizes revenue in accordance with ASC 606 which involves identifying the contracts with customers, identifying performance obligations in the contracts, determining transaction price, allocating transaction price to the performance obligation and recognizing revenue when the performance obligation is satisfied.

Current wording

The Company recognizes revenue in accordance with ASC 606 which involves identifying the contracts with customers, identifying performance obligations in the contracts, determining transaction price, allocating transaction price to the performance obligation and recognizing revenue when the performance obligation is satisfied.

Previous wording

The Company recognizes revenue when the customer has purchased the product, the occurrence of the earlier of date of travel or 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).

Current wording

The Company recognizes revenue from travel packages when the customer has purchased the product and the performance obligation is satisfied, which occurs at the earlier of the date of travel or the date on which the customer’s cancellation period has expired. Revenue for customer travel packages purchased directly from the Company is 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).

Previous wording

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:

Current wording

For travel packages sold directly by the Company, the Company controls the specified travel product before it is transferred to the customer and is therefore a principal to the transaction, based on, among other factors, the following:

Previous wording

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.

Current wording

The Company holds 10% interests in each of BlueFysh Holdings Inc. and Playbook Investors Network, which are equity securities in which the Company does not have significant influence or control, and for which fair value is not readily determinable. These investments, which had an aggregate carrying amount of $2,502,000 at August 31, 2026, or approximately 20% of total assets, are measured under the measurement alternative in ASC 321-10-35-2 at cost, less any impairment, adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer. The carrying amount is evaluated for impairment each reporting period through a qualitative assessment of impairment indicators, including the investee’s financial condition and operating performance, its ability to obtain financing and continue as a going concern, and conditions in its industry. If an impairment indicator exists, the Company estimates the fair value of the investment and, if necessary, an impairment loss is recognized in the statement of operations for the amount by which the carrying amount exceeds fair value. Because the investees are privately held and the financial information available to us is limited, both the identification of impairment indicators and any estimate of fair value involve significant judgment. No impairments or observable price change adjustments have been recognized since these investments were acquired; however, an impairment of either investment could have a material effect on our results of operations and financial position.

Previous wording

We measure certain financial instruments at fair value, which requires management to make estimates and assumptions. For most items such as cash, receivables, and payables, fair value is straightforward because of their short-term nature. However, two obligations we assumed in connection with our acquisition of TA Pipeline LLC involve more judgment and could have a meaningful effect on our results.

Current wording

We measure certain financial instruments at fair value, which requires management to make estimates and assumptions. For most items such as cash, receivables, and payables, carrying value approximates fair value because of their short-term nature. However, the warrant issued to Lind Global Fund III LP in connection with our July 2026 senior secured convertible note financing is measured at fair value on a recurring basis using significant unobservable (Level 3) inputs and involves more judgment.

Previous wording

We grant stock options, restricted stock, and other equity-based awards to employees, executives, directors, and consultants. The fair value of these awards is measured on the grant date and recognized as compensation expense over the vesting period.

Current wording

We grant stock options, restricted stock, and other equity-based awards to employees, executives, directors, and consultants. The fair value of these awards is measured on the grant date and recognized as compensation expense over the requisite service period, which is generally the vesting period. We also issue shares of common stock and warrants to consultants and other service providers, and warrants in connection with financing transactions, which we measure at fair value.

Previous wording

Because changes in these assumptions can significantly affect the estimated fair value, our stock-based compensation expense could vary materially from period to period. For instance, higher assumed volatility or longer expected option lives generally increase the fair value of options, leading to higher compensation expense.

Current wording

Because changes in these assumptions can significantly affect the estimated fair value, our stock-based compensation expense could vary materially from period to period. For instance, higher assumed volatility or longer expected option lives generally increase the fair value of options, leading to higher compensation expense. All stock options outstanding at August 31, 2026 were fully vested and exercisable, and stock-based compensation expense for the six months ended August 31, 2026 was not significant; accordingly, changes in these assumptions would primarily affect awards granted in future periods, including any awards issued under the YADA earnout incentive program described in Note 4 to the financial statements

Previous wording

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.

Current wording

The Company capitalizes the costs of software developed or obtained for internal use in accordance with ASC 350-40, Intangibles - Goodwill and Other - Internal-Use Software. Costs incurred during the preliminary project stage are expensed as incurred. Once the preliminary project stage is complete, management has authorized and committed to funding the project, and it is probable that the project will be completed and the software will be used to perform the function intended, qualifying costs incurred during the application development stage are capitalized. Costs incurred during the post-implementation and operation stage, including training and maintenance costs, are expensed as incurred. The determination of which costs qualify for capitalization 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 software is ready for its intended use. Capitalized costs are amortized based on the straight-line method over the estimated useful life of the software.

Previous wording

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 it considers important, which could trigger an impairment review include the following:

Current wording

In accordance with ASC 360-10-35, Property, Plant, and Equipment—Overall—Subsequent Measurement, and ASC 350-30-35, Intangibles - Goodwill and Other - General Intangibles Other Than Goodwill - Subsequent Measurement, 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 it considers important, which could trigger an impairment review include the following:

Previous wording

Segment reporting is considered a critical accounting policy because it requires management to exercise judgment in identifying operating segments, determining how those segments are aggregated into reportable segments, and determining the information reviewed by our Chief Operating Decision Maker (“CODM”) for purposes of allocating resources and assessing performance. Our determination of reportable segments is based on multiple factors, including the nature of the products and services offered, the types of customers served, the economic characteristics of each business, and the manner in which financial information is reviewed by our CODM. Our CODM is our Chief Executive Officer.

Current wording

Segment reporting requires management to exercise judgment in identifying operating segments, determining how those segments are aggregated into reportable segments, and determining the information reviewed by our CODM for purposes of allocating resources and assessing performance. Our determination of reportable segments is based on multiple factors, including the nature of the products and services offered, the types of customers served, the economic characteristics of each business, and the manner in which financial information is reviewed by our CODM. Our CODM is our Chief Executive Officer.

Previous wording

We market our travel services through several core brands, including NextTrip Vacations (direct-to-consumer leisure travel), Five Star Alliance (luxury hotel and cruise bookings), and TA Pipeline (groups travel). Our specialty platforms include PayDlay (a deferred payment booking option), the Groups Platform (for destination weddings, conferences, and conventions), and the Travel Agent Platform. Our Media segment properties—JOURNY.tv, GoUSA TV content and platforms, the KCGM Joint Venture across Southeast Asia, and Travel Magazine—provide destination content designed to drive high-intention traffic into our Travel segment booking platforms and generate independent advertising revenue. Through our recent acquisition of YADA Commerce, Inc., we gained a strategic creator-commerce platform capable of driving audience acquisition, creator engagement, entertainment experiences, and travel transactions across the broader NextTrip ecosystem.

Current wording

We market our travel services through several core brands, including NextTrip Vacations (direct-to-consumer leisure travel), Five Star Alliance (luxury hotel and cruise bookings), and NextTrip Groups (formerly TA Pipeline). Our specialty platforms include PayDlay (a deferred payment booking option), the Groups Platform (for destination weddings, conferences, and conventions), and the Travel Agent Platform. Our Media segment properties, JOURNY content and platforms, the KCGM strategic partnership across Southeast Asia, and Travel Magazine provide destination content designed to attract prospective travelers into our Travel segment booking platforms and generate independent advertising revenue. Through our recent acquisition of a 51% interest in YADA (accounted for under the equity method; see Note 3), we gained access to a creator-commerce platform intended to support audience acquisition, creator engagement, entertainment experiences, and travel transactions across the broader NextTrip ecosystem.

Previous wording

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

Current wording

Due to uncertainties regarding our ability to meet our current and future operating and capital expenses, there is substantial doubt about our ability to continue as a going concern within one year after the date that these financial statements are issued and the report of our registered independent public accounting firm filed with our Annual Report on Form 10-K for the fiscal year ended February 28, 2026 contains a going concern qualification.

Previous wording

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

Current wording

Content and Inspiration – long and short-form travel video programming, destination storytelling, and editorial content distributed across our Media segment platforms, including JOURNY TV and its digital platforms, the KCGM strategic partnership across Southeast Asia, and Travel Magazine.

Previous wording

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

Current wording

Discovery and Planning – destination editorial content, Agentic or artificial intelligence (“AI”)-assisted personalization tools, and search capabilities designed to guide travel decisions and connect audience engagement with booking intent, including through NextTrip Pro, our content to commerce gateway providing marketing assets that convert for transient and group bookings.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

On March 31, 2026, the Company launched JOURNYGO, our next-generation, agentic AI-assisted consumer engagement and booking platform. JOURNYGO is designed to connect our media content with our travel booking capabilities and is reported within our Travel segment because its primary function is to convert viewer engagement into confirmed travel bookings. JOURNYGO integrates travel entertainment (delivered through our Media segment’s JOURNY TV platform), the Promethean interactive overlay technology licensed by the Company, dynamic travel packaging, and agentic AI assistance, supported by live Travel Specialists when needed to frictionlessly help viewers move from inspiration to confirmed travel bookings.

Previous wording

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

Current wording

The Promethean platform, licensed on a perpetual basis, enables contextual advertisements and booking calls-to-action to be embedded directly within streaming video content, allowing users to initiate a booking through contextual links and calls-to-action associated with the viewing experience. Using artificial intelligence, JOURNYGO is designed to personalize content recommendations and enable users to create custom travel plans aligned with their interests. See “Recent Developments - Launch of JOURNYGO – Agentic AI-Powered Watch. Scan. Book. Go. Ecosystem."

Previous wording

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

Current wording

Our Media segment encompasses original content creation, audience development, media distribution, and advertising monetization operations. This segment includes JOURNY TV (incorporating acquired GoUSA TV content and distribution) and Travel Magazine, our editorial travel content platform. The Media segment generates revenue primarily through advertising, sponsorships, branded content, and destination marketing programs. In addition to direct monetization, the Media segment is intended to generate demand for the Travel segment by directing interested viewers and readers to our booking services, potentially reducing reliance on third-party marketing channels.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

In July 2025, we entered into a strategic partnership with KCGM to accelerate the international expansion of JOURNY TV into India, Southeast Asia, Africa and Australia/New Zealand, targeting new regional distribution partnerships and advertising opportunities. See “Recent Developments—JOURNY TV Content Integration and Global Distribution Expansion.

Previous wording

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

Current wording

Prior to the COVID-19 pandemic, NextTrip (then known as Monaker Group) operated a travel business focused on the sale of vacation rentals and alternative lodging rentals (“ALRs”) through its proprietary booking engine (NXT1.0). In June 2022, NextTrip acquired the Bookit.com booking engine, including its customer database, destination content, source code, and approximately 250 third-party travel supplier Application Programming Interface (“API”) relationships. The Bookit.com platform had previously powered a well-established online leisure travel agent generating over $400 million in annual sales as recently as 2019 (pre-pandemic). We launched the NXT2.0 platform in May 2023 and have since scaled to over four million hotel properties, vacation rental homes, and cruise products globally. The historical sales of the Bookit.com business do not represent revenue generated by NextTrip or current transaction volume on NXT2.0.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

Our marketplace at nexttrip.com offers tools for browsing and comparing flights, hotels, tours, cruises, and activities. We allow travelers to defer payments on select vacation packages with our proprietary PayDlay program, which allows travelers to purchase travel with a small deposit and make subsequent payments between purchase and the week before travel, with no interest charged. Registered NextTrip travelers can manage bookings, receive updates on special offers, and subscribe to newsletters. We use security controls intended to safeguard customer information, including controls related to payment card processing.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

Promethean is an interactive video overlay platform that we license on a perpetual basis and are integrating to support advertising monetization and the connection between our Media and Travel segments. We are integrating this platform into JournyGO’s video content with interactive overlays that allow users to initiate travel bookings directly from streaming content through contextual calls-to-action without interrupting the viewing experience. Promethean is intended to support our “Watch. Scan. Book. Go.” ecosystem, by linking relevant media content to our travel booking capabilities.

Previous wording

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

Current wording

NextTrip’s revenue strategy is built on two complementary and mutually reinforcing revenue streams generated across our two operating segments. Destination content can generate advertising and sponsorship revenue while inspiring viewers to explore and book travel experiences. Group and event programs can create bookings alongside opportunities for branded content, creator engagement, and sponsorships. Together, the two segments create an integrated model in which media drives travel demand and travel experiences generate new content and commercial opportunities.

Previous wording

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

Current wording

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

Previous wording

Launch of JOURNY App on Apple iOS

Current wording

The launch of the JOURNY App on Apple iOS expanded direct mobile access to JOURNY programming. In August 2026, the Company also expanded its YouTube presence through the @JournyTV channel, which had nearly 50,000 subscribers and approximately 150 shows, episodes, and travel videos at the time of the announcement, providing an additional outlet for programming, original content, and audience development.

Previous wording

On June 10, 2026, the Company entered into a Stock Purchase Agreement with YADA Commerce Inc. (“YADA”) pursuant to which the Company acquired a controlling interest in YADA, a fully licensed TikTok Partner Agency and creator-commerce platform focused on influencer engagement, audience development, digital commerce, and music artist promotional events.

Current wording

On June 10, 2026, the Company entered into a Stock Purchase Agreement with YADA pursuant to which the Company acquired a 51% interest in YADA, a fully licensed TikTok Partner Agency and creator-commerce platform focused on influencer engagement, audience development, digital commerce, and music artist promotional events, which the Company accounts for under the equity method (see Note 3).

Previous wording

Under the agreement, NextTrip will serve as the travel fulfillment partner for YADA’s music artist promotional events and related fan experiences. The Company expects to leverage its group travel capabilities through TA Pipeline, luxury travel offerings through Five Star Alliance, concierge travel services, and proprietary travel inventory available through the NXT2.0 platform to support future event-related travel programs.

Current wording

Under the agreement, NextTrip will serve as the travel fulfillment partner for YADA’s music artist promotional events and related fan experiences. The Company expects to leverage its group travel capabilities through NextTrip Groups, luxury travel offerings through Five Star Alliance, concierge travel services, and proprietary travel inventory available through the NXT2.0 platform to support future event-related travel programs.

Previous wording

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

Current wording

On March 31, 2026, the Company launched JOURNYGO, its AI-assisted consumer engagement and booking platform within the Travel segment. JOURNYGO integrates video travel entertainment (delivered through the Company’s JOURNY TV Media segment platform), the Promethean interactive overlay technology licensed by the Company, dynamic travel packaging, and agentic AI assistance—supported by live Travel Specialists when needed—to help viewers move from inspiration to confirmed travel bookings. JOURNYGO is designed to support our “Watch. Scan. Book. Go.” content-to-commerce strategy by linking streaming content engagement with Travel segment bookings and Media segment advertising revenue.

Previous wording

We incurred general and administrative costs of $34,626 during the three months ended May 31, 2026, as compared to $30,588 in the same period in 2025, an increase of $4,038, or 13%. The increase was primarily the result of (a) $7,556 in license and filing fees primarily related to the renewal of travel licenses; (b) an increase of $5,586 for computers issued to new employees; (c) an increase in telephone expenses of $1,996; (d) an increase in payroll service fees of $1,889; partially offset by a decrease in travel expenses of $11,486 and a decrease in rent expenses of $1,503.

Current wording

We incurred general and administrative costs of $33,185 during the three months ended August 31, 2026, as compared to $31,736 in the same period in 2025, an increase of $1,449 or 5%. The increase was primarily the result of (a) $5,890 in license and filing fees primarily related to the renewal of travel licenses; (b) an increase of $2,670 for payroll service fees; (c) an increase in miscellaneous expense of $146; partially offset by a decrease in travel expenses of $4,711, a decrease in office and other expenses of $2,108, and a decrease in telephone and rent expenses of $438.