NextTrip, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’** EQUITY (DEFICIT)**

For the Three Months Ended August 31, 2026, and August 31, 2025

For the Six Months Ended August 31, 2026, and August 31, 2025

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2026

NOTE1 - Business Description and Going Concern

Sigma Additive Solutions, Inc. (“Sigma”), the legal acquiror of NextTrip Holdings, Inc., was initially incorporated as Messidor Limited in Nevada on* December 23, 1985,and changed its name to Framewaves Inc. in2001.* On* September 27, 2010,the name was changed to Sigma Labs, Inc. On May 17, 2022,Sigma Labs, Inc. began doing business as Sigma Additive Solutions, and on August 9, 2022,*changed its name to Sigma Additive Solutions, Inc.

On* March 11, 2024,Sigma filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada, pursuant to which, effective as of12:01* a.m. Pacific time on* March 13, 2024,*among other things, Sigma’s corporate name was changed from Sigma Additive Solutions, Inc. to “NextTrip, Inc.”

The Company’s corporate office is located at1560 Sawgrass Corporate Parkway, Suite400, Sunrise Florida33323. The condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries, NextTrip Holdings Inc. incorporated on* October 22, 2015,Extraordinary Vacations USA, Inc., incorporated on June 24, 2002,Five Star Alliance, LLC, organized on March 9, 2018,and TA Pipeline, LLC, organized on July 1, 2021.*

Prior to the NextPlay Exchange Agreement, as described below, NextTrip Holdings, Inc. (“NTH”) was a wholly-owned subsidiary of NextTrip Group, LLC (“NTG”), which in turn, was a wholly-owned subsidiary of NextPlay Technologies, Inc. (“NextPlay”). All of the business operations of NTG were conducted through its subsidiaries. On* January 25, 2023,*NextPlay and NTG entered into an Amended and Restated Separation Agreement, Amended and Restated Operating Agreement, and Exchange Agreement (the “NextPlay Exchange Agreement”), whereby NextPlay transferred its interest in the travel business to NTG. Pursuant to the NextPlay Exchange Agreement, NextPlay exchanged 1,000,000 Membership Units of NTG for 400,000 Preferred Units of NTG, with a value of $10.00 per unit. Prior to the exchange for Preferred Units, NTG had a payable due to NextPlay of $17,295,873, representing cash advances and payment of expenses by NextPlay on behalf of NTG, while NextPlay had obligations to provide ongoing support to NTH. Such liability was settled by the issuance of the Preferred Units and the waiver of all of NextPlay’s ongoing support obligations except for a $1.5 million advance remaining under a promissory note and, as such, NTH recorded the payable as contributed capital.

The Company provides travel technology solutions with sales originating in the United States, with a primary emphasis on hotels, air, and all-inclusive travel packages. Our proprietary booking engine, branded as NextTrip2.0, provides travel distributors access to a sizeable inventory.

Reverse Acquisition

On* October 12, 2023,the Company (then known as Sigma) entered into a Share Exchange Agreement (as amended, the “Exchange Agreement”) with NTH, NTG, and William Kerby (the “NextTrip Representative”). Under the terms of the Exchange Agreement, the parties agreed that NTG would sell and transfer to the Company all of the issued and outstanding shares of NTH in exchange for 156,007 restricted shares of Company common stock (the “Closing Shares”), issuable at closing, and the right to receive up to an additional 5,843,993 restricted shares of Company common stock upon satisfaction of certain milestones set forth in the Exchange Agreement (the “Contingent Shares,” and together with the Closing Shares, the “Restricted Shares”), which Restricted Shares are issuable to the members of NTG, on a pro rata basis, under the terms of the Exchange Agreement, subject to certain closing conditions (the “NextTrip Acquisition”). Upon the closing of the NextTrip Acquisition on December 29, 2023,*NTH became a wholly-owned subsidiary of the Company.

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The Contingent Shares, together with the Closing Shares, willnot exceed 6,000,000 shares of Company common stock, or approximately 90.2% of the issued and outstanding shares of Company common stock immediately prior to the closing. At closing, it was determined that the NextTrip Acquisition would likely result in a change of control, with the members of NTG receiving an aggregate number of shares that exceeds the number of shares held by the legacy shareholders of Sigma, which change in control occurred upon the issuance of certain of the Contingent Shares on* March 26, 2025.*As a result, the NextTrip Acquisition is accounted for as a reverse acquisition of NTH by the Company, whereby the Company is treated as the legal acquirer and NTH is treated as the accounting acquirer. As a result, the historical financial information for the periods prior to closing of the NextTrip Acquisition presented is that of NTH.

In accordance with ASC805-40-45-1, the condensed consolidated financial statements prepared following a reverse acquisition are issued under the name of the legal parent (NextTrip, Inc., f/k/a Sigma Additive Solutions, Inc.) but described in the notes to the financial statements as a continuation of the financial statements of the legal subsidiary (NTH), withone adjustment, which is to retroactively adjust the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree. That adjustment is required to reflect the capital of the legal parent.

Under ASC805-40-45-2, the condensed consolidated financial statements represent the continuation of the legal subsidiary except for the capital structure, as follows:

The assets and liabilities of Sigma were recognized at fair value pursuant to ASC805.

Going Concern -As of August 31, 2026, and February 28, 2026, the Company had an accumulated deficit of $57,494,576 and $50,597,419, respectively, and working capital deficit of $3,195,601 and $761,004, respectively, and has incurred losses since incorporation. The Company will need to raise additional funds through equity or debt financings to support its on-going operations, increase market penetration of its products, expand the marketing and development of its travel and technology driven products, provide capital expenditures for additional equipment and development costs, payment obligations, and systems for managing the business including covering other operating costs until the planned revenue streams are fully implemented and begin to offset the Company’s operating costs. In the event the Company is unable to raise adequate funding in the future for its operations and to pay its outstanding debt obligations, the Company* maybe forced to scale back its business plan and/or liquidate some or all of its assets or may*be forced to seek bankruptcy protection.

On* July 21, 2026,the Company issued a senior secured convertible promissory note in the principal amount of $4,600,000, as described in Note14.* The note is repayable infourteen monthly installments of $328,571 commencing in* November 2026and is secured by substantially all of the assets of the Company and its subsidiaries. The resale registration statement covering the shares issuable under the note was declared effective on August 27, 2026,and the Company maytherefore elect to settle installments in shares of common stock, subject to the share issuance cap and beneficial ownership limitation described in Note14.* To the extent those limits are reached, or shares otherwise* may**not* be issued, installments must be settled in cash at 104% of the installment amount. The note contains events of default that include the Company’s market capitalization remaining below $12.5 million forten consecutive trading days, and upon an event of default the holder* may*declare due an amount equal to 120% of the outstanding principal. These obligations and conditions have been considered in management’s evaluation of the Company’s ability to continue as a going concern.

In light of the foregoing, there is substantial doubt about the Company’s ability to continue as a going concern withinone year after the date that these financial statements are issued.

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NOTE2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared by the Company in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America. The financial statements have been prepared on a consolidated basis with those of the Company’s wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at* August 31, 2026and2025* and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. The Company suggests these financial statements be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form10-K for the fiscal year ended* February 28, 2026*. The results of operations for the period ended* August 31, 2026* arenot necessarily indicative of the operating results for the full year.

Reclassification

Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications hadno impact on the net earnings (loss) or financial position.

Fair Value of Financial Instruments - The Company applies ASC820, “Fair Value Measurements*.” This guidance defines fair value, establishes athree*-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. Thethree levels are defined as follows:

The carrying amounts reported in the balance sheets for the cash and cash equivalents, receivables, accounts payable, and accrued expenses each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.

Derivative Instruments and Warrants

The Company doesnot use derivative instruments for hedging of market risk or for trading or speculative purposes. The Company evaluates financial instruments issued, and features embedded in those instruments, to determine whether they meet the definition of a derivative in ASC815-10 and, for instruments indexed to the Company’s own stock, whether they meet the conditions for equity classification in ASC815-40. Instruments and embedded features that require liability classification are recorded at fair value at issuance and remeasured at each reporting date, with changes in fair value recognized in the consolidated statements of operations. Equity-classified instruments are recorded in additional paid-in capital at issuance and arenot subsequently remeasured. The classification of each instrument is reassessed at each reporting date.

The restricted common shares issued by the Company pursuant to the acquisition of TA Pipeline LLC (“TA”) contained an option (the “Put Option”), which the Company accounted for as a derivative liability. As described in Note8, on* February 24, 2026the former TA Members delivered notice purporting to exercise the Put Option with respect to all of the TA Closing Shares, and during thethree* months ended* August 31, 2026the Company derecognized the remaining derivative liability upon reclassifying the TA Closing Shares as a liability.No derivative liability in respect of the Put Option was outstanding at August 31, 2026.*

The Common Stock Purchase Warrant issued to Lind Global Fund III LP on* July 21, 2026is classified as a liability and measured at fair value on a recurring basis, as described in Note14.* The Company allocates proceeds from an instrument issued together with a liability-classified warrantfirst to the warrant at its fair value, with the residual allocated to the host instrument, and allocates issuance costs between the instruments on the same basis. Issuance costs allocated to a liability-classified warrant are expensed as incurred.

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Debt Discount and Issuance Costs

Original issue discount, amounts allocated to freestanding instruments issued with debt, and debt issuance costs allocated to debt are presented as a direct deduction from the carrying amount of the related debt and are accreted to interest expense over the term of the debt using the effective interest method. Where debt is repayable in installments, the unamortized discount is allocated between the current and non-current portions of the debt on a pro rata basis consistent with the allocation of principal.

Investments in Equity Method Investees

The Company holds investments in certain entities that are accounted for under the equity method of accounting, as well as equity securities without readily determinable fair values that are measured under the measurement alternative in ASC321, “Investments - Equity Securities.” Under the equity method, investments in entities in which the Company has significant influence, butnot control, are initially recognized at cost and adjusted thereafter to recognize the Company’s share of the investees’ earnings or losses and other comprehensive income.

The Company determines the existence of significant influence based on various factors, including representation on the investees’ board of directors, participation in policy-making processes, and material intercompany transactions.

The Company’s equity method investments are evaluated periodically for impairment by assessing whether events or changes in circumstances indicate that the carrying value of the investment* may**not* be recoverable. When such indicators exist, the Company performs an impairment test and recognizes an impairment loss to the extent that the carrying amount of the investment exceeds its fair value.

Distributions received from equity method investees that exceed cumulative earnings recognized by the Company are considered a return of investment and are recorded as a reduction in the carrying amount of the investment.

Adjustments resulting from changes in the Company’s ownership interest in equity method investees that donot result in a loss of significant influence are accounted for prospectively.

Basis Difference

In accordance with ASC323, “Investments - Equity Method and Joint Ventures,” the Company records a basis difference when the carrying value of its equity method investment differs from its share of the investee’s fair value of net assets at the acquisition date. This basis difference is allocated to the investee’s identifiable assets and liabilities based on their fair values. The amortization of any basis difference related to depreciable assets, such as property, plant, and equipment, is recognized in the Company’s share of the investee’s earnings or losses. Any basis difference related to non-depreciable assets, including goodwill, is generallynot amortized, but is subject to impairment testing as necessary.

The Company assesses the impact of any basis differences on its earnings and the carrying value of its equity method investments. If a basis difference is determined to exist, the appropriate adjustments are made to reflect the amortization of such differences in the condensed consolidated financial statements.

Investments in Equity Securities without Readily Determinable Fair Value

In accordance with ASC321-10-35-2, the Company holds certain investments in equity securities in which the Company doesnot have significant influence or control, and for which fair value isnot readily determinable. These investments are measured 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, and if an impairment indicator exists, an impairment loss is recognized in the statement of operations for the amount by which the carrying amount exceeds fair value.

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Equity in Earnings of Equity Method Investees

The Company’s share of earnings or losses from equity method investees is recognized in the consolidated statement of operations within “Share of net loss of equity method investee,” net of any related income taxes.

Loss Per Share – The computation of loss per share is based on the weighted average number of shares outstanding during the period in accordance with ASC TopicNo. 260, “Earnings Per Share.” Shares underlying the Company’s outstanding warrants, options, preferred stock and convertible note were excluded due to the anti-dilutive effect they would have on the computation. At* August 31, 2026and2025*, the Company had the following common shares underlying these instruments:

The following table shows the amounts used in computing loss per share and the effect on net loss and the weighted average number of shares of dilutive potential common stock for the periodsthree andsix months ended* August 31, 2026and2025*:

Dilutive loss per share wasnot presented, as the Company’s outstanding common and preferred warrants, stock options and preferred stock common equivalent shares and shares issuable upon conversion of the convertible note for the periods presented would have had an anti-dilutive effect. At* August 31, 2026*, the Company had outstanding warrants to purchase 6,047,861 shares of common stock; stock options exercisable for 939,825 shares of common stock;150,000 shares of Series A preferred stock (“Series A Preferred”), which could be converted into 150,000 shares of common stock,3,612 shares of Series B Preferred Stock (“Series B Preferred”) which could be converted into 930,927 shares of common stock, and 316 shares of Series E Preferred Stock (“Series E Preferred”), which could be converted into 3,673 shares of common stock, and a convertible note convertible into 1,185,567 shares of common stock at the $3.88 conversion price, resulting in a potential total additional 9,257,853 shares of common stock outstanding in the future.

In addition, the Company* mayelect to settle monthly installments of principal under the convertible note in shares of common stock at 90% of the average of thefive* lowest daily volume weighted average prices during thetwenty trading days preceding the payment date. The number of shares issuable in settlement of an installment is thereforenot determinable until the applicable payment date and increases as the market price of the common stock declines. Any such shares would be in addition to the 1,185,567 shares issuable at the stated conversion price.

Accounting Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimated by management. 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 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.

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Revenue Recognition– The Company recognizes revenue in accordance with ASC Topic606, Revenue from Contracts with Customers. The core principle of ASC606 is the recognition of revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. In general, we determine revenue recognition by: (1) identifying the contract, or contracts, with our customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to performance obligations in the contract; and (5) recognizing revenue when, or as, we satisfy performance obligations by transferring the promised goods or services. The Company’s revenue is derived primarily from its Travel segment, through the sale of travel packages and other travel products and commissions and fees earned on travel bookings, and from its Media segment, through advertising and sponsorships.

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).

The Company generates revenues from sales directly to customers as well as through other distribution channels of tours and activities at destinations throughout the world.

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, based on, among other factors, the following:

Payments for tours or activities received in advance of services being rendered are recorded as deferred revenue and recognized as revenue at the earlier of the date of travel or the last date of cancellation (i.e., the customer’s refund privileges lapse).

For certain travel products, primarily luxury hotel bookings made through Five Star Alliance, the supplier or wholesaler controls pricing and provides the travel service, and the Company’s performance obligation is to arrange for the travel product to be provided by the supplier. In these arrangements, the Company acts as an agent and recognizes revenue on a net basis, equal to the commission or fee it retains, upon the date of travel. Media segment revenue, consisting primarily of advertising and sponsorship revenue from JOURNY TV and Travel Magazine, is recognized as advertisements are delivered and impressions are served and is recorded net of amounts retained by distribution partners.

Segment Reporting -In response to recent acquisitions and expanded business activities, during thethird quarter of fiscal year2026, our CODM, who is our Chief Executive Officer, requested changes in the information that he regularly reviews for purposes of allocating resources and assessing performance. As a result, we have updated our reporting and beginning in thethird quarter of fiscal year2026, we reported our financial performance based on our new segments, “Travel” and “Media”. A detailed description of our operating segments as of August 31, 2026 can be found in Note19 to the Financial Statements and in the Business Overview section of Item2** of this Quarterly Report, entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Prior periods have been recast to conform to these newly identified segments.

Recently Adopted Accounting Pronouncements

In* November 2023,the FASB issued ASU2023*-07, Segment Reporting (Topic280*): Improvements to Reportable Segment Disclosures*. The amendments require enhanced disclosures about significant segment expenses regularly provided to the chief operating decision maker (“CODM”) and included in the measure of segment profit or loss, an amount and description of other segment items, the title and position of the CODM, and application of the segment disclosure requirements to interim periods. The Company adopted ASU2023-07 for its fiscal year beginning* March 1, 2025.The Company began reporting under its Travel and Media reportable segments, and reflecting the interim disclosure provisions of ASU2023*-07, in thethird quarter of fiscal year2026 (the quarterly period ended* November 30, 2025);prior periods have been recast to conform to the current segment presentation. Adoption affected disclosures only and didnot* affect the Company’s consolidated financial position, results of operations, or cash flows.

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In* December 2023,the FASB issued ASU2023*-09, Income Taxes (Topic740*): Improvements to Income Tax Disclosures*. The Company adopted ASU2023-09 on a prospective basis effective for its fiscal year beginning* March 1, 2025 (fiscal year ended February 28, 2026).The amendments affect annual income tax disclosures only and donot* establish new interim disclosure requirements; adoption didnot affect the Company’s consolidated financial position, results of operations, or cash flows, or its interim income tax disclosures.

In* November 2024,the FASB issued ASU2024*-04, Debt - Debt with Conversion and Other Options (Subtopic470-20): Induced Conversions of Convertible Debt Instruments. The amendments clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The Company adopted ASU2024-04 on a prospective basis effective for its fiscal year beginning* March 1, 2026.Adoption didnot* have a material effect on the Company’s consolidated financial position, results of operations, or cash flows.

In* July 2025,the FASB issued ASU2025*-05, Financial Instruments - Credit Losses (Topic326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient that permits an entity to assume that current conditions as of the balance sheet date donot change for the remaining life of current accounts receivable and current contract assets arising from transactions accounted for under Topic606 when estimating expected credit losses. The Company adopted ASU2025-05 on a prospective basis effective for its fiscal year beginning* March 1, 2026.Adoption didnot* have a material effect on the Company’s consolidated financial position, results of operations, or cash flows.

Recently Issued Accounting PronouncementsNot Yet Adopted

In* November 2024,the FASB issued ASU2024*-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic220-40): Disaggregation of Income Statement Expenses, which requires additional disclosure in the notes to the financial statements of specified categories of expenses (including employee compensation, depreciation, and intangible asset amortization) included in relevant expense captions presented on the face of the income statement. In* January 2025,the FASB issued ASU2025*-01, which clarified that ASU2024-03 is effective for annual periods beginning after* December 15, 2026and interim periods within annual periods beginning after December 15, 2027.The Company will be required to adopt ASU2024*-03 for its annual period beginning* March 1, 2027and for interim periods beginning March 1, 2028.Early adoption is permitted. The Company is evaluating the effect of ASU2024*-03 on its disclosures, including its segment expense disclosures.

In* May 2025,the FASB issued ASU2025*-03, Business Combinations (Topic805) and Consolidation (Topic810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. The amendments require an entity to consider the factors in ASC805-10-55-12 through55-15 when determining the accounting acquirer in a transaction effected primarily by exchanging equity interests in which the legal acquiree is a variable interest entity that meets the definition of a business. The ASU is effective for the Company for annual periods beginning* March 1, 2027,including interim periods within those annual periods, and is applied prospectively to acquisition transactions occurring after the initial application date. Early adoption is permitted. The Company doesnot* expect adoption to affect previously reported business combinations; the effect on future transactions will depend on their facts and circumstances.

In* September 2025,the FASB issued ASU2025*-07, Derivatives and Hedging (Topic815) and Revenue from Contracts with Customers (Topic606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract. The amendments expand the scope exception in Topic815 for certain contracts with underlyings based on operations or activities specific toone of the parties to the contract and clarify the accounting for share-based noncash consideration received from a customer. The ASU is effective for the Company for annual periods beginning* March 1, 2027,including interim periods within those annual periods, with early adoption permitted. The Company is evaluating the effect of ASU2025*-07 on its condensed consolidated financial statements and related disclosures.

In* September 2025,the FASB issued ASU2025*-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments remove references to prescriptive software development stages and require capitalization of eligible software costs to begin when management has authorized and committed to funding the project and it is probable that the project will be completed and the software will perform its intended function. The ASU is effective for the Company for annual periods beginning* March 1, 2028,including interim periods within those annual periods, with early adoption permitted at the beginning of an annual period. The Company is evaluating the effect of ASU2025*-06 on its accounting for capitalized software development costs.

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In* December 2025,the FASB issued ASU2025*-11, Interim Reporting (Topic270): Narrow-Scope Improvements, which clarifies the interim disclosure requirements and the applicability of Topic270. The ASU is effective for the Company for interim periods within annual periods beginning* March 1, 2028,with early adoption permitted. The Company is evaluating the effect of ASU2025*-11 on its interim disclosures.

The Company has evaluated other recently issued accounting pronouncements and doesnot believe that any of them will have a material effect on its condensed consolidated financial statements.

NOTE3 - Investments

Investments are presented within “Equity investments” in non-current assets on the consolidated balance sheets. The caption comprises the Company’s equity method investment in YADA Commerce, Inc. ("YADA") and equity securities without readily determinable fair values that are measured under the measurement alternative in ASC321. The composition of the caption by measurement basis is as follows:

Equity Securities Without Readily Determinable Fair Values

The Company holds a 10% interest in each of BlueFysh (see Note5) and Playbook Investors Network. Neither investment provides the Company with the ability to exercise significant influence, and neither has a readily determinable fair value; accordingly, both are measured at cost less impairment, adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer, under the measurement alternative in ASC321-10-35-2. No upward or downward adjustments resulting from observable price changes andno impairments have been recognized with respect to either investment during the periods presented or cumulatively since acquisition.

Equity Method Investment in YADA

YADA is the Company’s only investment accounted for under the equity method.

Description of the Transaction

On* June 10, 2026,*the Company entered into a Stock Purchase Agreement with YADA, a Florida corporation, and YADA’s founding shareholders, High Class Holdings LLC and Carbon Capital Corp (collectively, the “Founding Shareholders”). Pursuant to the agreement, the Company acquired 1,020 shares of YADA common stock, representing 51% of YADA’s issued and outstanding shares, in exchange for 50,000 fully vested restricted shares of the Company’s common stock.No cash consideration was paid. YADA operates a social commerce, influencer marketing, creator engagement and TikTok Partner Agency business.

The Company entered into the transaction to expand its presence in social commerce and influencer marketing and to gain access to YADA’s creator network, agency relationships, and relationships within the music and live-event industry.

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Basis for Accounting as an Equity Method Investment

Notwithstanding its 51% voting interest, the Company has concluded that it doesnot hold a controlling financial interest in YADA and isnot required to consolidate YADA.

YADA isnot a variable interest entity for which the Company is the primary beneficiary, because the Company doesnot have the power to direct the activities that most significantly impact YADA’s economic performance. Under the voting interest model, the presumption of control arising from majority ownership is overcome by substantive participating rights held by the Founding Shareholders. Specifically, the Stock Purchase Agreement provides that YADA retains full operational control over its day-to-day business, including creator recruitment and management, agency operations, employment matters, vendor relationships, and execution of its business plan and establishes afive-member board of directors comprised oftwo directors designated by the Company,two directors designated by the Founding Shareholders, andone yet-to-be appointed independent director, withno director removable except by the party entitled to designate that director. These governance provisions remain in effect for so long as the Founding Shareholders collectively own at least 40% of YADA’s outstanding shares, or untilthree years following closing, whichever occurs first.

The Company has concluded that it has the ability to exercise significant influence over YADA’s operating and financial policies through its ownership interest, board representation, and related contractual rights. Accordingly, the investment is accounted for under the equity method in accordance with ASC323-10 as of* June 10, 2026.The Company hasnot* elected the fair value option under ASC825-10 for this investment. YADA doesnot meet the definition of a joint venture, as it isnot under the joint control of its investors.

Initial Measurement and Basis Difference

The Company recorded the investment at $112,000, representing the fair value of the 50,000 shares of common stock issued, based on the Company’s closing share price of $2.24 on* June 10, 2026.*No broker, finder or investment banking fees were payable in connection with the transaction, and each party bore its own fees and expenses. The Company incurredno direct transaction costs eligible for capitalization, and the cost basis of the investment is therefore $112,000.

At the acquisition date, the carrying amount of the Company’s investment of $112,000 exceeded its proportionate share of the underlying equity in YADA’s net assets by the full $112,000. YADA was recently formed and hadno significant assets or liabilities at the acquisition date. Management evaluated whether any portion of the basis difference was attributable to identifiable assets of YADA, including its TikTok Partner Agency status and its creator, customer and agency relationships, and concluded thatno portion of the difference was attributable to separately identifiable assets having a fair value that is both separable and reliably measurable. Accordingly, the entire basis difference is treated as equity method goodwill, which isnot amortized, isnot tested for impairment separately under ASC350, and is evaluated as part of the Company’s assessment of the investment as a whole for other-than-temporary impairment in accordance with ASC323-10-35-32. As a result,no basis difference amortization is recognized within the Company’s share of YADA’s earnings or losses.

Subsequent Measurement and Allocation of Earnings

In connection with the Stock Purchase Agreement, the Company and YADA entered into a Cooperation and Earnout Agreement that establishes a50/50 allocation of net profits between the Company and the Founding Shareholders with respect to specified travel gift card, travel club and membership, music artist promotional event, sponsorship and advertising activities (the “Activities”). Management has concluded that this allocation is substantive and determines the parties’ economic interests in the results of the Activities. Accordingly, the Company recognizes its share of YADA’s earnings and losses based on the 50% contractual allocation rather than its 51% ownership interest.

Under the Cooperation and Earnout Agreement, all travel commissions, booking fees, markups, overrides and supplier commissions arising from travel bookings generated through YADA channels belong exclusively to the Company. The Company eliminates intra-entity profits on transactions with YADA to the extent of its ownership interest.

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The following summarizes the activity in the investment for the period from* June 10, 2026through August 31, 2026:*

The Company recorded equity in net loss of YADA of $35,200 for each of thethree andsix months ended* August 31, 2026*, presented as a single line item below operating loss in the consolidated statements of operations. Because the investment was acquired on* June 10, 2026,the amounts for thethree*-month andsix-month periods are the same.

The Company evaluated the investment for impairment as of* August 31, 2026* and concluded thatno other-than-temporary decline in value had occurred. Losses in excess of the carrying amount of the investment arenot recognized unless the Company has other financial support at risk with respect to YADA.

Other Rights and Contingencies

The Company holds a right offirst refusal with respect to event business opportunities requiring a capital commitment, exercisable within48 hours, and a right offirst refusal on any proposed transfer of shares by a Founding Shareholder. As of* August 31, 2026*, no additional shares had been issued andno rights offirst refusal had been exercised.

NOTE4 - Cooperation and Earnout Agreement

Commercial Arrangement

Concurrently with the YADA Stock Purchase Agreement, on* June 10, 2026the Company and YADA entered into a Cooperation and Earnout Agreement with an initial term ofthree years, automatically renewing for successiveone*-year periods absent90 days’ notice of non-renewal. Under the agreement, the Company serves as YADA’s preferred travel provider for YADA-sponsored campaigns, holds the exclusive right to offer travel gift cards through YADA channels, and* mayoffer travel club and membership products through YADA channels. Net profits from travel gift card sales, travel club and membership programs, music artist promotional events, and sponsorship and advertising sold through YADA are allocated 50% to the Company and 50% to the Founding Shareholders. The party receiving gross revenues delivers a quarterly statement within45* days of each fiscal quarter end, with undisputed amounts payable within15 days thereafter. The agreement also contains mutual non-solicitation and non-circumvention covenants extendingtwo years beyond the term.

Earnout Incentive Program (Share-Based Compensation)

The Cooperation and Earnout Agreement establishes an earnout pool of up to 225,000 restricted shares of the Company’s common stock and 225,000 common share purchase warrants, issuable to YADA shareholders other than the Company over a 36-month earnout period commencing at closing. The warrants have an exercise price of $2.75 per share and athree-year term, permit cashless exercise, and contain customary anti-dilution provisions. Awards are determined quarterly: for each $2.75 of the Company’s 50% share of aggregate quarterly net profits generated from the Activities, one immediately vested restricted share andone warrant are awarded, with fractional amounts rounded up. Awards are issued within30 days after the applicable quarterly determination becomes final. Any portion of the poolnot earned by the end of the earnout period expires. The agreement also provides for a discretionary pool awardable by the Board, and for acceleration of earned but unissued awards upon the Company’s acquisition of the remaining YADA interests, a merger of YADA into another Company subsidiary, or a change of control of the Company.

The Company has determined that the earnout awards represent compensation for post-closing services rather than contingent consideration for the acquired equity interest, because entitlement to the awards is conditioned on the Founding Shareholders’ continued provision of services to YADA and unvested awards are forfeited upon specified service-related events. Accordingly, the awards are excluded from the cost basis of the equity method investment and are accounted for in accordance with ASC323-10-25-4 and ASC323-10-30-3 as share-based payments granted to service providers of an equity method investee, measured at fair value under ASC718 and recognized as compensation expense as the related services are rendered, to the extent the Company’s claim on YADA’s book value hasnot increased.

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No awards were earned or issued under the earnout program during thethree andsix months ended* August 31, 2026,andno compensation expense was recognized, asno* Net Profits were generated from the Activities during the period. As of* August 31, 2026*, the full pool of 225,000 shares and 225,000 warrants remained available for issuance. Any warrants issued under the program will be classified within stockholders’ equity.

NOTE5 - Investment in Equity Securities

Investment in BlueFysh Holdings Inc.

On* February 24, 2025,the Company entered into a Share Exchange Agreement with BlueFysh Holdings Inc. (“BlueFysh”), under which the Company acquired a 10% ownership interest in BlueFysh. As part of the transaction, the Company issued 483,000 shares of Series N Preferred at an issuance price of $5.00 per share, totaling $2,415,000, in exchange for 82 restricted shares of BlueFysh common stock. The transaction closed on February 28, 2025.*

The Company’s investment in BlueFysh is accounted for under the measurement alternative in ASC321-10-35-2, as the Company doesnot have significant influence over BlueFysh.No board appointments are contemplated as part of this transaction; however, the Company has the right to appoint a representative to the BlueFysh Advisory Committee, which will allow the Company to receive financial updates as needed and to be informed of financial events that could significantly impact the Company’s ownership position.

Since the Company’s ownership interest doesnot meet the criteria for significant influence pursuant to ASC323, this investment is classified as an equity security without a readily determinable fair value and is initially recorded at cost. The Company will assess the investment for impairment in future periods and recognize any impairment losses as necessary.

NOTE6 – Acquisition of FSA Travel, LLC

On* February 6, 2025,the Company acquired a 49% non-controlling interest in FSA Travel, LLC (“FSA”) pursuant to a Membership Purchase Agreement (the “FSA Purchase Agreement”) and accounted for the investment under the equity method. The Company recorded its proportional share of FSA’s net loss from February 7, 2025through February 28, 2025,*the Company’s fiscal year-end.

On* April 9, 2025,the Company exercised its option to purchase the remaining 51% interest in FSA for additional consideration of $1.0 million comprised of $0.5 million in cash, and $0.5 million in shares of Series O Preferred (161,291 shares at $3.10 per share), pursuant to the FSA Purchase Agreement. In addition, on April 28, 2025,*the Company paid an additional $0.8 million in contingent consideration (comprised of both cash and shares of Series O Preferred stock) to the former owners of FSA (the “FSA Unitholders”) pursuant to the FSA Purchase Agreement.

The contingent consideration issued as purchase consideration provides for additional distributions to the FSA Unitholders, the amount of which is dependent on the acquired business’ achievement of certain milestones. The Company determined the fair value of the contingent consideration as of the acquisition date (* April 9, 2025)*based on the probability and timing of achieving the respective milestones.

Upon completion of the acquisition of the remaining 51% of FSA membership units, the acquisition of the remaining 51% interest together with the initial 49% interest acquired on* February 6, 2025was accounted for as a step acquisition (business combination) under ASC805,* Business Combinations, with the Company identified as the acquirer. A step acquisition occurs when a shareholder obtains control over an entity (that is considered a business) by acquiring an additional interest in that entity. Under step acquisition accounting, the acquirer’s previously held equity interest is remeasured to its fair value as of the date in which control was obtained and included as part of the total consideration when determining goodwill. Given the short duration between the initial equity purchase of FSA (which was accounted for under the equity method of accounting) and the purchase of the remaining outstanding shares of FSA, it was determined that the book value of such equity method accounting equaled its fair value at the time control was obtained. In accordance with the acquisition method of accounting, the purchase price has been assigned to the assets acquired, and the liabilities assumed, based on their estimated fair value at the acquisition date. The Company didnot incur any acquisition-related costs in connection with the acquisition.

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The Company has completed the analysis to assign fair values to all assets acquired and liabilities assumed. The table below sets forth the consideration paid and the fair value of the assets acquired and liabilities assumed for the acquisition:

The fair value of the working capital items, including accounts receivable, other receivables, trade payables and deferred revenue, approximates their respective carrying values at the date in which control was obtained.

The fair value of the acquired tradename and acquired technology was determined using the relief from royalty method, which utilized projected financial information. The goodwill recognized in the acquisition primarily represents synergies with the existing operations of the Company, and the value of yet-to-be-acquired/developed customers, technology, assembled workforce, and any other assets.

NOTE7 – JOURNY TV Asset Acquisition

On* April 1, 2025,the Company entered into an asset purchase agreement (the “JOURNY TV Purchase Agreement”) with Ovation LLC (“Ovation”), pursuant to which the Company purchased assets, including without limitation trademarks, domains, apps and certain agreements, and assumed certain liabilities related to Ovation’s JOURNY TV business (the “JOURNY TV Acquisition”). The JOURNY TV Acquisition closed on April 1, 2025.*

Pursuant to the JOURNY TV Purchase Agreement, as consideration for the JOURNY TV Acquisition, the Company paid Ovation $300,000 in cash at closing and issued Ovation 20,000 restricted shares of Company common stock at $5.76 per share, for total consideration of $415,200.

In connection with the JOURNY TV Acquisition, on* April 1, 2025,the Company and Ovation also entered into a License Agreement (the “License Agreement”), pursuant to which Ovation granted the Company the non-exclusive right, throughout the territories and for the term set forth therein, to exhibit, promote, market, advertise, publicize and/or otherwise exploit the programs listed in the License Agreement in the media of (i) FAST via the JOURNY TV Channel and (ii) Video On Demand via the JOURNY TV Channel. Pursuant to the License Agreement, Ovation shallnot* license any unaffiliatedthird party the right to exhibit certain of the programs subject to the License Agreement and shallnot use certain of the programs subject to the License Agreement on its owned or operating streaming platforms (subject to certain exceptions). As consideration for the rights granted under the License Agreement, the Company agreed to pay Ovation an aggregate non-refundable license fee of $336,801. Either party* mayterminate the License Agreement in the event of a material default by the other party that isnot* cured withinfifteen days after the defaulting party receives notice of such default.

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The transaction was accounted for as an asset acquisition because while inputs were acquired (in the form of trademarks, distribution agreements, content licenses, and service agreements), there isnot a continuation of revenues before and after the transaction. That is, due to the significant rebranding and redevelopment of the inputs acquired, the JOURNY TV assets arenot producing revenue post-closing of the transaction. Additionally, an organized workforce with the necessary skills and experience to create outputs wasnot included in the transaction. As such, the transaction doesnot meet the definition of a business and is considered an asset acquisition.

On the acquisition date, the fair value of the intangible assets acquired was $715,000, excluding $6,700 of acquisition-related direct costs which were expensed as incurred. The intangible assets have a weighted average estimated useful life of 16.7 years.

NOTE8 – Acquisition of TA Pipeline LLC

On* August 6, 2025 (*the “Closing Date”), the Company entered into a membership interest purchase agreement (the “TA MIPA”) with TA Pipeline LLC (“TA”) and the members of TA (the “TA Members”), pursuant to which the Company purchased all of the issued and outstanding membership interests of TA from the TA Members (the “TA Acquisition”), resulting in TA becoming a wholly-owned subsidiary of the Company.

Pursuant to the TA MIPA, as consideration for the TA Acquisition, at closing, the Company (i) paid the TA Members an aggregate of $443,168 in cash (the “TA Closing Payment”), $118,169 of which (the “Estimated Additional Closing Payment”) was paid as a purchase price adjustment based on the Members’ Deficit (as defined in the TA MIPA) set forth in the closing balance sheet; and (ii) issued an aggregate of 96,774 restricted shares of Company common stock (the “TA Closing Shares,” and together with the TA Closing Payment, the “TA Closing Consideration”) to the TA Members, valued at $387,000, based on a price per share of $4.00, the closing price of the Company’s common stock on* August 6, 2025.The Estimated Additional Closing Payment was subject to adjustment, upward or downward, to the extent that the Members’ Deficit as of the Closing Date was determined to be less than or exceed $175,000, as provided in the TA MIPA. The adjustment was finalized on November 6, 2025,andno* adjustment had been made to the Members' Deficit.

In addition to the TA Closing Consideration, and as further consideration for the TA Acquisition, the Company was required to make an additional payment to the TA Members in the form of an earnout (the “TA Milestone Payment”) in an amount equal tofive percent (5%) of the Net Revenue (as defined in the TA MIPA) generated by TA during thetwelve-month period following the Closing Date (the “Milestone Period”), up to a maximum of $200,000. The TA Milestone Payment was payable withinten days following completion of the Milestone Period,fifty percent (50%) in cash andfifty percent (50%) in restricted shares of Company common stock valued at $3.10 per share (the “TA Milestone Shares”). The Company recognized the TA Milestone Payment as contingent consideration at its acquisition-date fair value, determined using an earnout option pricing model. Until the contingency was resolved, the TA Milestone Payment was remeasured at fair value at each reporting date, with changes in fair value recognized in earnings in accordance with ASC805-30-35-1. Its resolution is described below under “TA Milestone Payment.”

The TA MIPA also granted each TA Member a limited,one-time option (the “Put Option”), exercisable if the Fair Market Value of the Company’s common stock is less than $3.10 (the “Base Price”) during the applicable Exercise Period, to exerciseone of the following rights under Section7.5(a) of the TA MIPA as to some or all of the TA Member’s TA Closing Shares and TA Milestone Shares (together, the “TA Acquisition Shares”) by delivering notice to the Company: (i) the right to require the Company to repurchase all or any portion of the TA Member’s TA Acquisition Shares at the Base Price; (ii) the right to require the Company to issue additional shares of Company common stock sufficient to make the aggregate Fair Market Value of the TA Acquisition Shares specified in the notice equal to their aggregate value at the Base Price; and (iii) the right to require the Company to pay in cash the excess, if any, of the Base Price over the Fair Market Value, multiplied by the number of TA Acquisition Shares specified in the notice. “Exercise Period” means, for each of the TA Closing Shares and the TA Milestone Shares, thethree-month period beginning on the earlier of (x) the date those sharesfirst become eligible for public resale and (y) thefirst anniversary of the Closing Date. “Fair Market Value” means the volume weighted average price per share of the Company’s common stock for thetwenty consecutive trading days immediately preceding the notice date. During the Exercise Period, each of the TA Members is prohibited from engaging in certain transactions in the Company’s stock, as more particularly set forth in the TA MIPA. The Put Option was recognized as a derivative liability at its acquisition-date fair value, determined using the Black-Scholes option pricing model, and was remeasured at fair value at each reporting date until exercised, as described below.

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In accordance with the acquisition method of accounting, the purchase price was allocated to the assets acquired and the liabilities assumed based on their estimated fair values at the acquisition date. In connection with the acquisition, the Company incurred $25,855 in acquisition-related expenses, which were expensed as incurred. The Company has completed its allocation of the purchase price to all assets acquired and liabilities assumed. The table below sets forth the consideration paid and the fair value of the assets acquired and liabilities assumed:

The fair value of the working capital items, including cash and deferred merchant bookings, approximates their respective carrying values at the date on which control was obtained.

The fair values of the acquired tradename, acquired supplier agreements, and acquired travel agency agreements were determined using the relief from royalty method, with or without method and multi-period excess earnings method, respectively, which utilized projected financial information. The acquired intangible assets consist of the tradename of $160,000, and supplier and agency agreements of $750,000 (Note10 – Intangible Assets). The goodwill recognized in the acquisition primarily represents synergies with the existing operations of the Company, and the value of yet-to-be-acquired/developed customers, technology, assembled workforce, and any other assets.

Classification of TA Closing Shares Prior to Exercise

Although the 96,774 TA Closing Shares were legally issued common stock, they were classified as mezzanine equity because they were subject to contingent redemption rights under the Put Option that could require cash or share settlement upon the occurrence of events outside the Company’s control. Accordingly, they were presented outside of permanent stockholders’ equity and below total liabilities, and were carried at their initial measurement of $387,000, or $4.00 per share, being the closing price of the Company’s common stock on the Closing Date.

Exercise of the Put Option — TA Closing Shares

On* February 24, 2026,the former TA Members delivered written notice purporting to exercise the Put Right under Section7.5*(a)(i) of the TA MIPA with respect to all 96,774 TA Closing Shares. The Exercise Period applicable to the TA Closing Shares commenced on* February 6, 2026,the date those sharesfirst* became eligible for public resale. The Fair Market Value of the Company’s common stock as of the notice date was $2.83 per share, below the Base Price. Under the TA MIPA, a valid exercise of the Put Right requires the Company to repurchase the shares at the Base Price, for an aggregate of $300,000, by wire transfer withintwenty business days of receipt of the exercise notice and all required information and documents. Under Section7.5(d), the rights under Section7.5 terminate with respect to shares that are the subject of an exercise notice. The Company hasnot repurchased the shares on the grounds that the former TA Members are in material breach of their obligations under the TA MIPA, and the matter, including the validity of the purported exercise, is the subject of a pending arbitration proceeding. See Note17 – Commitments and Contingencies.

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During thethree months ended* August 31, 2026,based on additional information that became available regarding the dispute with the former TA Members, including the filing of the Demand for Arbitration on July 14, 2026and the completion of the Milestone Period on August 6, 2026,management reassessed the classification of the TA Closing Shares. As a result of this reassessment, management concluded that, notwithstanding the Company’s position regarding the validity of the purported exercise, the TA Closing Shares should be accounted for as mandatorily redeemable and classified as a liability in accordance with ASC480*-10-25-7, measured as provided in ASC480-10-30-2. Accordingly, the Company reclassified the TA Closing Shares from mezzanine equity to a liability of $300,000, representing 96,774 shares at the Base Price of $3.10 per share, and recorded the $87,000 difference between the mezzanine carrying value of $387,000 and the redemption amount in additional paid-in capital. No gain or loss was recognized on the reclassification.

The liability is presented within accrued expenses in the consolidated balance sheet at* August 31, 2026and will be derecognized only upon payment or legal release. The TA Closing Shares remain legally outstanding pending repurchase but are excluded from shares outstanding in the computation of basic and diluted earnings (loss) per share in accordance with ASC260*-10-45-70A. Recognition of the liability doesnot represent an assessment by management of the likely outcome of the arbitration, including the Company’s affirmative defenses and counterclaims.

In connection with the reclassification, the Company derecognized the remaining derivative liability of $30,000 related to the Put Option on the TA Closing Shares and recognized a corresponding credit of $30,000 in other income during thethree months ended* August 31, 2026.*

TA Milestone Payment

The Milestone Period ended on* August 6, 2026.The TA Milestone Payment is equal tofive percent of Net Revenue generated by TA during the Milestone Period, subject to a maximum of $200,000, and is payableone*-half in cash andone-half in shares of the Company’s common stock valued at $3.10 per share. The amount of the TA Milestone Payment hasnot been finalized, and the Company has recorded the obligation at the $200,000 contractual maximum, consisting of $100,000 in cash and approximately 32,258 shares of Company common stock ($100,000 at $3.10 per share). The former TA Members have asserted a TA Milestone Payment of $197,006. The TA Milestone Payment was dueno later than* August 16, 2026.It hasnot* been paid, and the TA Milestone Shares havenot been issued. See Note17 – Commitments and Contingencies.

Because the Milestone Period has been completed, the TA Milestone Payment isno longer measured at fair value on a recurring basis. During thethree months ended* August 31, 2026,*the Company adjusted the carrying amount of the obligation from $190,000 to $200,000, recognizing a charge of $10,000 in change in fair value of contingent consideration (a cumulative increase of $20,000 from the acquisition-date fair value of $180,000), and reclassified the obligation to accrued expenses.

The TA Milestone Payment is classified as a liability rather than within equity because the cash-settled portion is an obligation to transfer cash, and the share-settled portion, together with the Put Option described below, obligates the Company to transfer a fixed monetary value of $3.10 per share and* may*require settlement in cash. In addition, the former TA Members are seeking payment of the TA Milestone Payment as money damages in the pending arbitration. Because the liability is measured at the full amount payable, including the share-settled portion measured at the Base Price of $3.10 per share,no separate derivative liability is recognized for the Put Option applicable to the TA Milestone Shares.

Put Option — TA Milestone Shares

The Exercise Period applicable to the TA Milestone Shares commenced on* August 6, 2026,thefirst* anniversary of the Closing Date, and expires on* November 6, 2026.The rights under Section7.5* are exercisable only if the Fair Market Value of the Company’s common stock is less than the Base Price. The TA Milestone Shares havenot been issued. If the Put Right were exercised with respect to the TA Milestone Shares, the Company would be required to settle the share-settled portion of the TA Milestone Payment in cash rather than in shares, in an amount of approximately $100,000.No additional liability has been recognized because the obligation is already recorded at that amount.

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Amounts Payable to Former TA Members

At* August 31, 2026,amounts payable to the former TA Members consist of the $300,000 share repurchase obligation and the $200,000 TA Milestone Payment, or $500,000 in the aggregate. Neither amount has been paid, and both are the subject of the pending arbitration described in Note17* – Commitments and Contingencies. The Company hasnot accrued pre- or post-judgment interest, attorneys’ fees, or arbitration costs because it doesnot believe that such amounts are probable at this time. The Company has asserted counterclaims against the former TA Members. Those counterclaims constitute a gain contingency, havenot been recognized, and havenot been offset against the liabilities described above.

The fair values of the Put Option and the TA Milestone Payment measured on a recurring basis are as follows:

The following table presents a reconciliation of the derivative liability measured at fair value on a recurring basis using significant unobservable inputs (Level3):

NOTE9 – GoUSA TV Asset Purchase

On* February 2, 2026,NextTrip, Inc. entered into an Asset Purchase Agreement with The Corporation for Travel Promotion, doing business as “Brand USA” (“Seller”), pursuant to which the Company agreed to purchase select content, brand rights, and distribution assets (collectively, the “Assets”) of GoUSA TV, a travel streaming platform originally launched to showcase destinations across the United States. GoUSA TV historically reached an estimated200*+ million viewers globally across connected TV, mobile applications, and digital platforms, including Samsung TV Plus, LG Channels, Titan OS, and TCL International.

The aggregate consideration under the Purchase Agreement is $350,000 in cash plus restricted shares of the Company with a value of $350,000 based on the weighted average price of the shares for thetwenty consecutive trading days ending on the trading daytwo trading days prior to closing. In addition, the Company will pay to Seller a royalty equal to 15% of the Company’s gross advertising revenue from the exploitation of the acquired content rights during thethree-year period beginning on the closing date. The Company has also agreed, for athree-year period beginning on closing, to pay a royalty of 1% for every*$100,000* in destination booking revenue directly attributed to the acquired content, with a minimum quarterly payment of $30,000. Such minimum quarterly payments were recorded at their present value of $295,000 discounted using the Company’s estimated cost of debt of 12.03%. The difference between the undiscounted payments and their present value will be recognized as interest expense using the effective interest method over the term of the license.

The GoUSA TV assets are being integrated into JOURNY TV within the Media segment. GoUSA TV content serves as a U.S.-focused demand-generation layer within NextTrip’s broader media-to-commerce ecosystem

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NOTE10 – Intangible Assets

Intangible assets as of* August 31, 2026*, and* February 28, 2026* consisted of the following:

Amortization expense for thesix months ended* August 31, 2026and2025* was $672,079 and $422,016, respectively.

During thesix months ended* August 31, 2026and2025*, the Company didnot record any impairment losses associated with the carrying value exceeding its recoverable amount.

The estimated aggregate amortization expense for each of the succeeding fiscal years ending in* February*is as follows:

The schedule excludes capitalized software development costs of $198,285 and JOURNY TV production costs of $271,320 not yet placed in service (together $469,605) and trademarks of $6,283, or $475,888 in total.

NOTE11 – Goodwill

Reverse Acquisition of Sigma Additive Solutions, Inc.

As discussed in Note1 – Business Description and Going Concern, the legal acquisition of NTH by the Company on* December 29, 2023was determined to be a reverse acquisition, with NTH as the accounting acquirer, using the acquisition method of accounting in accordance with ASC805,* Business Combinations. Under this method of accounting, the purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of consummation of the transaction.

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Pursuant to ASC350-20, the Company assigned its goodwill to reporting units and is required to test each reporting unit’s goodwill for impairment at least on an annual basis and between annual tests if an event occurs or circumstances change that would more likely thannot reduce the fair value of a reporting unit below its carrying amount. The goodwill resulting from the reverse acquisition is primarily attributable to NTH’s objective to obtain access to public markets to provide funding wherewithal to fund business growth. NTH’s benefit in paying for these synergies in the reverse acquisition transaction was to avoid the time and expense of organizing and executing an Initial Public Offering transaction. In the reverse acquisition, $1,167,805 of goodwill was allocated to the Company’s Travel reporting segment (its “NTH Reporting Unit”) under the acquisition method of accounting.

Acquisition of FSA Travel, LLC

As of* August 31, 2026*, goodwill of $1,669,055 arising from the FSA acquisition has been reported within the Company’s Travel reporting segment. See Note6, Acquisition of FSA Travel, LLC for a description of goodwill recognized in connection with the acquisition.

Acquisition of TA Pipeline LLC

As of* August 31, 2026*, goodwill of $286,824 arising from the TA Pipeline acquisition has been reported within the Company’s reporting segment, Travel Products and Services. See Note8, Acquisition of TA Pipeline, LLC for a description of goodwill recognized in connection with the acquisition.

NOTE12 – Notes Payable

On* October 17, 2025,the Company soldtwo* short-term promissory notes, each for a principal balance of $18,000, totwo investors for an aggregate principal balance of $36,000. Each note includes an Original Issue Discount of $3,000. The notes were payable in full on* May 17, 2026.On June 3, 2026,the Company and each of the investors entered into an Extension of Promissory Note (the “Extension”) pursuant to which the parties agreed to extend the Maturity Date to November 17, 2026atno* additional cost to the Company. The notes* maybe prepaid at any time withno* prepayment penalty. Upon the event of default by the Company, any unpaid balance is immediately due and payable. As of* August 31, 2026*, the aggregate balance on the notes was $36,000.

On* March 24, 2026,the Company sold a short-term promissory note to1800* Diagonal Lending LLC in the aggregate principal amount of $180,550. The note includes an OID of $23,550, and bears aone-time interest charge of 13%, which was applied on the issuance date to the principal. The note is payable infive installments, with thefirst payment in the amount of $102,011 due on* September 30, 2026,and the remainingfour* equal installments of $25,503 are due on the30th of each of the nextfour successive months. The note* maybe prepaid at any time withno* prepayment penalty. Upon the event of default by the Company, any unpaid principal and interest* maybe converted to common stock at the election of1800* Diagonal Lending LLC. As of* August 31, 2026*, the balance on the note, net of the unamortized debt discount was $169,081.

On* May 26, 2026,the Company entered into an agreement to sell a short-term promissory note to1800* Diagonal Lending LLC in the aggregate principal amount of $172,500. The note includes an OID of $22,500, and bears aone-time interest charge of 13%, which was applied on the issuance date to the principal. The note is payable infive installments, with thefirst payment in the amount of $97,462 due on* November 30, 2026,and the remainingfour* equal installments of $24,366 are due on the30th of each of the nextfour successive months. The note* maybe prepaid at any time withno* prepayment penalty. Upon the event of default by the Company, any unpaid principal and interest* maybe converted to common stock at the election of1800* Diagonal Lending LLC. The funding of the note closed on* June 1, 2026.As of August 31, 2026*, the balance on the note, net of the unamortized debt discount was $156,136.

On* June 9, 2026,the Company sold a non-interest bearing short-term promissory note to a private investor for $100,000. In connection with the note, the Company issued the investor athree-year warrant to purchase up to 25,000 shares of common stock at an exercise price of $2.75 per share. The maturity date of the note was August 8, 2026,and the investor has agreed to extend the maturity date on a month-to-month basis. At August 31, 2026,*the full principal amount of $100,000 was outstanding.

On* July 1, 2026,the Company entered into a short-term loan agreement with ODK Capital, LLC (“OnDeck”) for a principal amount of $275,000, repayable ineighteen monthly installments of $20,533 for a total repayment amount of $369,600. The Company paid an origination fee of $6,875. On July 21, 2026,the outstanding balance of $337,556 was repaid in full from the funding of the Lind Note at closing (see Note14*), As of* August 31, 2026,*there wasno balance outstanding on the loan.

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NOTE13 – Long-Term Debt

As part of the acquisition of FSA on* April 9, 2025,the Company assumed an SBA loan originally issued to FSA on December 4, 2020,with an initial principal amount of $50,500, bearing interest at 3.75% per annum. On October 4, 2021,FSA received a modification to the loan, which increased the principal amount to $199,100. The loan requires monthly payments of principal and interest of $995 and matures on December 4, 2050.*

In accordance with ASC805 – Business Combinations, the assumed loan was recognized at its acquisition-date fair value of $98,920, which reflects a market-based effective interest rate of approximately 12.03% per annum over the remaining term of 299 months. The difference between the face value of the debt and the fair value at the acquisition date was included in the allocation of purchase consideration and is reflected in goodwill.

The loan is measured at amortized cost subsequent to the acquisition date, and interest expense is recognized using the effective interest method based on the fair value of the liability at the acquisition date. The following table summarizes the loan terms as of the acquisition date:

As of* August 31, 2026*, the balance of the loan was $97,804.

NOTE14 – Convertible Note Payable and Warrant Liability

The Financing

On* July 21, 2026,*the Company entered into a Securities Purchase Agreement with Lind Global Fund III LP (the “Investor”) and issued to the Investor a Senior Secured Convertible Promissory Note in the principal amount of $4,600,000 (the “Note”) and a Common Stock Purchase Warrant to purchase 1,030,928 shares of common stock at an exercise price of $3.88 per share (the “Warrant”). The funding amount was $4,000,000, and the $600,000 difference between the principal amount and the funding amount represents an original issue discount.

The funding amount was reduced at closing by a commitment fee of $120,000, $49,700 of the Investor’s legal fees, and a $337,556 payoff of an existing loan owed to ODK Capital, LLC, resulting in net cash proceeds to the Company of $3,492,744. A portion of the net proceeds was used to redeem the Predecessor Series B Preferred as described in Note18.

Terms of the Note

The Note doesnot bear interest other than upon an event of default. Principal is repayable infourteen consecutive monthly installments of $328,571 commencing on the date that is120 days after the* July 21, 2026issuance date, with each installment payable at any time during the applicable calendar month. Any principal amount then outstanding is due on the January 21, 2028*maturity date.

Each monthly installment* maybe settled, at the Company’s option, in cash in an amount equal to 104% of the installment, in shares of common stock, or in a combination of the two. Shares issued in settlement of an installment are valued at 90% of the average of thefive* lowest daily volume weighted average prices during thetwenty trading days preceding the payment date. Settlement in shares is permitted only if the shares* maybe immediately resold under Rule144* without restriction or are covered by an effective resale registration statement. As of the date of this report, there is an effective resale registration statement.

Between payment dates, the Investor* mayincrease the amount of up totwo* monthly installments to as much as $750,000 each by delivering written notice, with the increased amount payable withinone day of the Company’s receipt of that notice. Amounts paid in excess of the scheduled installment reduce subsequent installments in reverse chronological order. The maximum incremental amount that the Investor* may*require the Company to pay ahead of schedule is $842,858.

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The Note is convertible at the Investor’s option, in whole or in part, into common stock at a conversion price of $3.88 per share, subject to customary adjustments and to a full-ratchet adjustment upon the issuance of additional shares of common stock at an effective price below the conversion price, subject to a carve-out for certain defined issuances. Amounts converted reduce subsequent monthly installments in reverse chronological order. The Company* mayprepay the Note in full at par following the earlier of effectiveness of the resale registration statement or the date the underlying shares maybe resold under Rule144* without restriction, in which case the Investor* mayelect to convert up toone*-third of the outstanding principal amount.

The Note is secured by substantially all of the assets of the Company and its subsidiaries and is guaranteed by the Company’s subsidiaries. Events of default include, among others, failure to pay amounts when due, failure to deliver shares when required, a change of control, the common stock ceasing to be listed on a trading market, and the Company’s market capitalization remaining below $12.5 million forten consecutive trading days. Upon an event of default, the Investor* maydeclare due an amount equal to 120% of the outstanding principal amount and may*convert principal at a discount to the market price of the common stock.

The Company* maynot* issue shares under the Note and the Warrant in excess of 2,982,493 shares, representing 19.99% of the shares of common stock outstanding immediately prior to execution of the Securities Purchase Agreement, unless shareholder approval is obtained. In addition, the Investor* maynot* convert the Note or exercise the Warrant to the extent that it would beneficially own more than 4.99% of the outstanding common stock.

Terms of the Warrant

The Warrant entitles the Investor to purchase 1,030,928 shares of common stock at $3.88 per share and expires on* July 21, 2031.The Warrant provides for cashless exercise in specified circumstances and contains a full-ratchet exercise price adjustment upon a dilutive issuance. In the event of a tender offer or exchange offer or other fundamental transaction, the Investor may*require the Company to purchase the unexercised portion of the Warrant for its Black-Scholes value in cash.

Classification and Allocation

The Note and the Warrant were issued together for a single funding amount. The Warrant is a freestanding instrument and doesnot meet the conditions for equity classification in ASC815-40 because the fundamental transaction provision* mayrequire the Company to settle the Warrant in cash in circumstances outside its control. The Warrant also meets the definition of a derivative in ASC815*-10 and doesnot qualify for the scope exception for contracts indexed to, and classified in, an entity’s own equity. The Warrant is therefore recognized as a liability, measured at fair value at issuance and at each reporting date, with changes in fair value recognized in earnings.

The proceeds were allocatedfirst to the Warrant at its issuance-date fair value of $925,980, with the residual allocated to the Note. Issuance costs of $169,700 were allocated between thetwo instruments on the same basis; $130,415 allocated to the Note was recorded as a debt discount and $39,285 allocated to the Warrant was expensed as incurred and is presented within other income (expense).

The Company evaluated the redemption and conversion features embedded in the Note and determined that certain features would otherwise require bifurcation. Because the events that would trigger those features arenot considered probable and the features hadno significant value at issuance or at* August 31, 2026,*no amounts have been allocated to them. The Company will reassess this conclusion at each reporting date.

Carrying Amount of the Note

The carrying amount of the Note is as follows:

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Installments contractually due withintwelve months of the balance sheet date are classified as current and the remainder as non-current, with the unamortized discount allocated between thetwo on a pro rata basis. Ten installments are due on or before* August 31, 2027andfour* are due thereafter. Classification is based on the scheduled installment amounts; the Investor’s right to increase up totwo installments, described above, hasnot been reflected in the classification because it hadnot been exercised at* August 31, 2026and its exercise isnot* considered probable. Exercise of that right in full would increase the current portion by $842,858 of principal.

The discount is accreted to interest expense over the term of the Note using the effective interest method. Accretion of $198,410 was recognized during each of thethree andsix months ended* August 31, 2026.No installment payments had become due, andno principal had been converted, as of August 31, 2026.*

Future principal payments on the Note are as follows:

Warrant Liability

The Warrant liability is measured at fair value on a recurring basis using the Black Scholes pricing model and is classified within Level3 of the fair value hierarchy because the expected volatility used in the measurement is a significant unobservable input. The following inputs were used:

Changes in the Warrant liability were as follows:

The $296,242 decrease in fair value is presented as a gain on revaluation of warrant liability within other income (expense) for each of thethree andsix months ended* August 31, 2026.The Warrant liability is classified as non-current because the Warrant is exercisable through July 21, 2031and settlement isnot* expected to require the use of current assets withintwelve months.

NOTE15 - Related Party Transactions

Monaco Investment Partners II Line of Credit and Exchange for Series B Preferred Stock

On* May 6, 2025,the Company entered into a Line of Credit Agreement (the “MIP Line of Credit”) with Monaco Investment Partners II, LP (“MIP”) providing the Company with a $3,000,000 revolving line of credit. Advances under the MIP Line of Credit bore simple interest at a rate of 12% per annum, calculated from the date of each respective advance, with accrued interest payable monthly, and the outstanding principal and accrued interest were due at maturity on May 31, 2027.On July 13, 2026,the Company and MIP executed an amendment extending the maturity date to May 31, 2028,*with all other significant terms, including the interest rate, unchanged. Mr. Monaco, the Chairman of our Board of Directors, controls MIP.

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On* August 25, 2026,the Company and MIP entered into an Exchange Agreement (the “MIP Exchange Agreement”) pursuant to which (i) the MIP Line of Credit was increased by $500,000 to $3,500,000, and MIP advanced an additional $500,000 to the Company on August 25, 2026,and (ii) MIP agreed to exchange the aggregate outstanding principal of $3,500,000, together with accrued and unpaid interest, for shares of the Company’s newly designated Series B Convertible Preferred Stock (the “Series B Preferred Stock”) at the stated value of $1,000 per share. The exchange became effective upon the filing of the Certificate of Designation of the Series B Preferred Stock with the Nevada Secretary of State on August 27, 2026.The Company issued 3,612 shares of Series B Preferred Stock to MIP in exchange for $3,500,000 of outstanding principal and $112,000 of the $112,438 of interest accrued on the original $3,000,000 of advances through August 24, 2026.No interest was accrued on the $500,000 advanced on August 25, 2026,the effective date of the MIP Exchange Agreement. The remaining $438 of accrued interest, which wasnot* sufficient to be exchanged for a whole share, is included in accrued expenses on the balance sheet as of* August 31, 2026.The MIP Line of Credit wasnot* terminated in connection with the exchange and remains in effect on its existing terms. As of* August 31, 2026,the full $3,500,000 was available for future advances through the May 31, 2028*maturity date.

The Series B Preferred Stock has a stated value of $1,000 per share, ranks on parity with the Company’s Series A Preferred Stock and senior to the Company’s common stock, and accrues cumulative, compounding dividends at a rate of 12% per annum on the stated value, payable quarterly beginning* January 2, 2027in cash or in additional shares of Series B Preferred Stock at the Company’s election. Each share of Series B Preferred Stock is convertible at the holder’s option at any time into shares of common stock at a fixed conversion price of $3.88 per share, which is equal to the conversion price under the Company’s Lind financing (see Note14*), subject to adjustment for stock splits and similar events and to a beneficial ownership limitation of 19.99% of the Company’s outstanding common stock absent stockholder approval. The 3,612 shares issued are convertible into 930,927 shares of common stock, excluding accrued dividends. The Company* mayredeem the Series B Preferred Stock, in whole or in part, at any time at the stated value plus accrued and unpaid dividends; holders haveno* right to require redemption. The Series B Preferred Stock hasno voting rights other than customary protective provisions and has a liquidation preference equal to the stated value plus accrued and unpaid dividends.

The MIP Exchange Agreement was reviewed and approved by the disinterested members of the Company’s Board of Directors and by the Audit Committee in accordance with the Company’s Related Party Transactions Policy. Because MIP is a related party, the extinguishment of the MIP Line of Credit was accounted for as a capital transaction in accordance with ASC470-50-40-2, andno gain or loss on extinguishment was recognized in the consolidated statements of operations. The Series B Preferred Stock was recorded at $3,612,000, the carrying amount of the principal and accrued interest extinguished.

As of* August 31, 2026,no principal was outstanding under the MIP Line of Credit. As of February 28, 2026,$3,000,000 of principal and $28,192 of accrued interest were outstanding. Interest expense under the MIP Line of Credit was $82,849 and $171,616 for thethree* andsix months ended* August 31, 2026,respectively, and $65,883 and $77,411 for thethree* andsix months ended* August 31, 2025,*respectively.

Donald P. Monaco Insurance Trust Short-Term Promissory Note

On* March 25, 2026,the Company sold a short-term unsecured promissory note (the “Note”) to the Donald P. Monaco Insurance Trust in the principal amount of $80,000. The Note bore interest at 7.5% per annum and had an initial maturity date of April 3, 2026.Between April 6, 2026and June 30, 2026,the parties entered intoeight* amendments to the Note that increased the principal amount to $950,000 and extended the maturity date to* July 15, 2026.*Mr. Monaco serves as trustee of the Donald P. Monaco Insurance Trust.

On* July 21, 2026,the Company repaid the Note in full, consisting of principal of $950,000 and accrued interest of $11,162, using a portion of the proceeds from the Lind financing (see Note14* - Convertible Note Payable and Warrant Liability). As of* August 31, 2026,no amounts were outstanding under the Note. Interest expense on the Note was $8,384 and $12,757 for thethree* andsix months ended* August 31, 2026,*respectively.

Compensation Deferral

The Company’s Chief Executive Officer, William Kerby, at his election, agreed to defer $100,000 of his annual salary as well as payments related to personal financial guarantees and his car allowance through* July 15, 2026.At August 31, 2026*, the total compensation deferred by Mr. Kerby was $240,561. The deferred amounts accrue interest at a rate of 7.5% per annum.

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Equity Investments

On* April 15, 2026,*Andy Kaplan, a director of the Company, through KC Global Media Asia LLC (“KCGM”), purchased 16,667 shares of Series A Preferred Stock at $3.00 per share, resulting in gross proceeds to the Company of $50,000. In connection with this transaction, the Company issued KCGM a warrant to purchase up to 8,333 shares of common stock at $3.00 per share. The warrant expires 3.5 years from the issue date.

On* May 8, 2026,*Mr. Kaplan, through KCGM, purchased 18,182 shares of Common Stock at $2.75 per share, resulting in gross proceeds to the Company of $50,000. In connection with this transaction, the Company issued KCGM a warrant to purchase up to 9,091 shares of common stock at $3.00 per share. The warrant expires 3 years from the issue date.

On* June 18, 2026,David Jiang, a director, purchased 18,200 shares of common stock in a private placement at $2.75 per share resulting in gross proceeds of $50,050. Pursuant to the Securities Purchase Agreement, we issued a warrant to Mr. Jiang to purchase up to 18,200 shares of common stock at an exercise price of $2.75. The warrant expires on June 18, 2029.*

NextTrip Privilege, Inc. Licensing and Services Agreement

On* December 12, 2025,*the Company entered into a Licensing and Servicing Agreement with NextTrip Privilege, Inc. (“Privilege”), pursuant to which the Company has agreed to provide to Privilege: (a) personnel to support their operations; (b) a license to use the name “NextTrip” as their corporate and business name; (c) a license to use our software in connection with their private-label internet website; and (d) continuing advances to fund their operations until they raise sufficient capital.

In consideration for the foregoing, Privilege has agreed to pay the Company:

On* April 15, 2026,the Company and NextTrip Privilege, Inc. entered into AmendmentNo.* 1 to the Licensing and Services Agreement, which deferred the commencement date of the $5,000 per month Administrative Services Fee from* March 1, 2026to June 1, 2026,and shifted the related annualthree*-percent (3%) escalator anniversary date to* June 1*of each year thereafter.No other terms of the Licensing and Services Agreement were modified by the amendment.

As of* August 31, 2026*, the Company had advanced a total of $469,828 to Privilege, for which the Company has recorded a full credit loss reserve based on Privilege’s pre-revenue status, the going-concern opinion issued by Privilege’s independent auditor, the de minimis proceeds raised under Privilege’s qualified Regulation A offering at* August 31, 2026*, the contractual subordination of advance repayments to NextTrip Privilege’s operating obligations, and the absence of collateral.

Stock Option Agreement

On* December 2, 2025,NextTrip Group, LLC (“NextTrip Group”), the holder of 100% of the outstanding shares of Class B common stock of Privilege, granted the Company an option (the “Option”) to purchase up to 12,500,000 shares of Class B common stock of Privilege at $0.01 per share, or an aggregate exercise price of $125,000. The Option is exercisable from June 1, 2026through December 31, 2027*and is freely assignable. NextTrip Group is owned 50% by Donald P. Monaco (Chairman of the Board of the Company) and 50% by William Kerby (Chief Executive Officer of the Company), in their individual capacities.No cash consideration was paid by the Company for the Option.

The Option hadnot been exercised as of* August 31, 2026.The underlying Class B common stock hasno* readily determinable fair value, Privilege has minimal operations, and the Company doesnot consider exercise of the Option to be probable. Accordingly,no amount has been recognized on the Company’s balance sheet in respect of the Option. See Note17 - Commitments and Contingencies for additional information regarding the Option as a contingent purchase commitment.

Common Officers and Directors

Three of the Company’s executive officers and directors concurrently serve as executive officers and directors of Privilege: Donald P. Monaco serves as President, Chairman and a director of Privilege; William Kerby serves as Vice President and a director of Privilege; and Frank Orzechowski serves as Chief Financial Officer and a director of Privilege.

Strategic Partnership with KCGM

Effective* July 17, 2025,the Company entered into a strategic partnership with KCGM to expand the distribution of JOURNY-branded television and digital content in international markets. Since entering into the partnership, JOURNY TV has launched on JioTV and JioTV+ in India, Openview Stream in Africa, and TCL platforms across territories in the Asia-Pacific and Middle East regions. The Company also has additional launches confirmed or in progress with platforms in Australia, India and other international markets.* **

Under the terms of the partnership agreement, NextTrip granted to KCGM the right to use the JOURNY TV name, brand, logo, and other related intellectual property rights as well as the right and license to use the JOURNY TV content for afive year period. In return for these rights, KCGM agreed to pay to NextTrip50% of all amounts actually received by KCGM which are directly derived from the programming service. As of* August 31, 2026,*no payments had been received from KCGM.

NOTE16 - Deferred Revenue

Deferred revenue represents contract liabilities under ASC606, Revenue from Contracts with Customers, arising from consideration received (or unconditionally due) from customers in advance of the Company’s satisfaction of the related performance obligations. The Company recognizes the associated revenue when (or as) those performance obligations are satisfied.

Deferred revenue consists principally of advance customer payments associated with Merchant of Record (MOR) bookings, group commission revenue, and campaign revenue. FSA commission revenue and programmatic revenue arenot included in deferred revenue; FSA commission is recorded within accounts receivable, and programmatic revenue is recorded within accounts receivable or recognized when received.

The Company expects substantially all remaining performance obligations as of* August 31, 2026to be satisfied, and the related deferred revenue to be recognized as revenue, within the nexttwelve* months.

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The following table presents the changes in the Company’s deferred revenue balance for thesix months ended* August 31, 2026and August 31, 2025:*

Revenue recognized during each period that was included in the deferred revenue balance at the beginning of the respective period was as follows:

The opening balance of deferred revenue as of* March 1, 2025 (*i.e., the beginning of the earliest comparative period presented) was $97,770.

NOTE17 - Commitments and Contingencies

Litigation and Claims

The Company is involved, from time to time, in litigation, other legal claims and proceedings involving matters associated with or incidental to its business, including breach of contract claims, intellectual property, employment and vendor matters. Except as described below under "TA Pipeline Arbitration," the Company believes that the resolution of currently pending matters wouldnot, individually or in the aggregate, have a material adverse effect on its financial condition or results of operations. However, the Company's assessment of these matters could change as a result of factsnot presently known to the Company or determinations by judges, juries, arbitrators or other finders of fact that arenot in accord with management's evaluation of the possible liability or outcome.

TA Pipeline Arbitration

In connection with the acquisition of TA Pipeline LLC on* August 6, 2025,the Company agreed under the TA MIPA to (i) repurchase the TA Closing Shares at the Base Price of $3.10 per share upon exercise of the Put Option and (ii) pay the TA Milestone Payment following completion of the Milestone Period. The terms of these obligations and the related accounting are described in Note8* – Acquisition of TA Pipeline LLC.

On* February 24, 2026,the former TA Members delivered notice purporting to exercise the repurchase right under the Put Option with respect to all 96,774 TA Closing Shares. If the exercise was valid, the Company was required to pay $300,000 by March 24, 2026.The Milestone Period ended on August 6, 2026.The resulting TA Milestone Payment of $200,000, consisting of $100,000 in cash and approximately 32,258 shares of common stock, was due on August 16, 2026.The Company hasnot* paid either amount. The Company believes the former TA Members are in material breach of their obligations under the TA MIPA, as described further below, and has declined to make these payments.

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On* July 14, 2026,the former TA Members commenced a binding arbitration proceeding against the Company. They are seeking the $300,000 repurchase price, pre-award and post-award interest, and attorneys' fees and costs. On September 3, 2026,the former TA Members filed an Amended Statement of Claim adding a claim for the TA Milestone Payment, which they assert is $197,006 (see Note20*). On* September 9, 2026,the Company filed its response and asserted counterclaims against the former TA Members for breach of contract, breach of the implied covenant of good faith and fair dealing, and intentional misrepresentation, seeking an award ofnot* less than $1,000,000. An evidentiary hearing is scheduled for* January 21, 2027.*The Company believes it has meritorious defenses and intends to defend against the claims and pursue its counterclaims vigorously.

During thethree months ended* August 31, 2026,based on additional information that became available regarding the dispute with the former TA Members, including the filing of the Demand for Arbitration on July 14, 2026and the completion of the Milestone Period on August 6, 2026,management reassessed the accounting for the TA Closing Shares and the Milestone Payment. As a result of this reassessment, the Company reclassified the TA Closing Shares from mezzanine equity to a liability of $300,000, representing the amount payable to repurchase the shares at the Base Price, and recorded a liability of $200,000 for the Milestone Payment, with the $87,000 difference between the $387,000 carrying value of the TA Closing Shares and the $300,000 liability recorded for them credited to additional paid-in capital. Such reclassification doesnot* represent an assessment by management of the likely outcome of the arbitration. The Company hasnot accrued pre-award or post-award interest, or the claimants' attorneys' fees and costs, which could be awarded if the arbitration is resolved adversely to the Company. The Company is unable to estimate the reasonably possible loss in excess of amounts accrued because the proceeding is at an early stage and the claimants havenot quantified their claim for interest, fees and costs.

The Company's counterclaims represent a gain contingency. They havenot been recognized and havenot been offset against the liabilities described above. There can beno assurance that the Company will recover any amounts on its counterclaims.

The Exercise Period for the Put Option applicable to the TA Milestone Shares expires on* November 6, 2026.If the former TA Members exercise the Put Option with respect to the TA Milestone Shares, the Company would be required to settle the share-settled portion of the TA Milestone Payment in cash, in the amount of approximately $100,000. Because this amount is already included in the accrued TA Milestone Payment, exercise wouldnot* result in additional loss.

Option to Purchase NextTrip Privilege, Inc. Class B Common Stock

On* December 2, 2025,the Company was granted an option by NextTrip Group, LLC to acquire up to 12,500,000 shares of Class B common stock of NextTrip Privilege, Inc. at $0.01 per share, or an aggregate exercise price of $125,000, exercisable from June 1, 2026through December 31, 2027.The Option represents a contingent purchase commitment of the Company of up to $125,000 in aggregate exercise price. As described in Note15* - Related Party Transactions,no amount has been recognized on the Company’s balance sheet in respect of the Option, and the Company doesnot consider exercise of the Option to be probable.

JOURNY TV Licensing and Royalty Payment Obligation

In connection with the JOURNY TV Asset Acquisition (see Note7), the Company is obligated to make license fee payments to Ovation LLC totaling $336,801 over the period from* April 2025through October 2027.These payments were initially recorded at their present value of $299,800, discounted using the Company’s estimated cost of debt of 12.03% per annum. The difference between the undiscounted payments and their present value is being recognized as interest expense using the effective interest method over the payment term. As of August 31, 2026*, the carrying value of the JOURNY TV licensing and royalty payment obligation was $105,316, of which $82,607 is classified within current liabilities and $22,709 is classified within non-current liabilities on the Company’s consolidated balance sheet.

GoUSA TV Minimum Royalty Payment Obligation

In connection with the GoUSA TV Asset Purchase (see Note9), the Company agreed, for thethree-year period beginning on the closing date of* February 2, 2026,to pay Brand USA a royalty equal to 1% for every$100,000* in destination booking revenue directly attributed to the acquired content, subject to a minimum quarterly payment of $30,000. The total undiscounted minimum royalty payments over thethree-year term are $360,000 (12 quarterly payments of $30,000 each). These minimum guaranteed payments were recorded at their present value of $295,000, discounted using the Company’s estimated cost of debt of 12.03% per annum. The difference between the undiscounted minimum payments and their present value is being recognized as interest expense using the effective interest method over the payment term. As of* August 31, 2026*, the carrying value of the GoUSA TV minimum royalty payment obligation was $284,548, of which $121,513 is classified within current liabilities and $163,035 is classified within non-current liabilities on the Company’s consolidated balance sheet.

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Lind Global Fund III LP Registration Rights

Under the Securities Purchase Agreement entered into with Lind Global Fund III LP on* July 21, 2026,the Company was required to file a registration statement covering the resale of the shares issuable under the note and warrant described in Note14* and to have that registration statement declared effective withinninety days of closing. The registration statement was declared effective on* August 27, 2026,andno* payments were incurred in respect of a failure to file or a failure to obtain effectiveness.

The Company remains subject to payment obligations if the registration statement ceases to be available for sales of the covered shares for more thanfive trading days, or if the Company fails to remain current in its Exchange Act reporting such that the investor is unable to sell under Rule144. Upon either failure, the Company is required to pay the investor an amount in cash equal to 1% of the then outstanding principal amount of the note, and a further 1% on eachthirty-day anniversary until the failure is cured. Based on the $4,600,000 principal amount outstanding at* August 31, 2026,each such payment would be approximately $46,000. The Company accounts for these arrangements in accordance with ASC450* and recognizes a liability when a payment becomes probable and estimable.No amounts were incurred or accrued during thethree andsix months ended* August 31, 2026,and the Company doesnot* currently consider a payment to be probable. The Company also* may*be required to pay partial liquidated damages for delays in the removal of restrictive legends from shares delivered to the investor.

Now that the resale registration statement is effective, the Company’s ability to settle monthly installments in shares of common stock is limited principally by the 2,982,493 share Exchange Cap and the 4.99% beneficial ownership limitation. Shares issuable on exercise of the Warrant and on conversion of the Note at the stated conversion price account for 2,216,495 shares of the Exchange Cap. Because shares issued in settlement of an installment are valued at a discount to the market price of the common stock, a decline in the Company’s share price increases the number of shares required and could cause the Exchange Cap to be reached before the Note is repaid in full. To the extent the Exchange Cap is reached and shareholder approval hasnot been obtained, remaining installments would be payable in cash at 104% of the installment amount, and the investor* may*require that any remaining balance be repaid in cash.

NOTE18 - Stockholders’** Equity**

Mezzanine Equity

TA Pipeline LLC Acquisition

In connection with the acquisition of TA Pipeline LLC on* August 6, 2025,the Company issued 96,774 restricted shares of common stock (the “TA Closing Shares”). Although the shares are legally common stock, they were classified as mezzanine (temporary) equity because they were subject to contingent redemption rights under Section7.5* of the TA MIPA that could require settlement in cash upon the occurrence of events outside the Company’s control. Accordingly, the shares were presented outside of permanent stockholders’ equity and below total liabilities, and were carried at their initial measurement of approximately $387,000, based on the $4.00 closing price of the Company’s common stock on the acquisition date. The carrying amount wasnot subsequently remeasured while the shares remained in mezzanine equity.

During thethree months ended* August 31, 2026,based on additional information that became available regarding the dispute with the former TA Members, including the filing of the Demand for Arbitration on July 14, 2026and the completion of the Milestone Period on August 6, 2026,management reassessed the classification of the TA Closing Shares. Management concluded that, notwithstanding the Company’s position regarding the validity of the purported exercise of the Put Right, the TA Closing Shares should be accounted for as mandatorily redeemable and classified as a liability in accordance with ASC480*-10-25-7, measured as provided in ASC480-10-30-2. Accordingly, the Company reclassified the TA Closing Shares out of mezzanine equity and recorded a liability of approximately $300,000, representing 96,774 shares at the Base Price of $3.10 per share, which is included in accrued expenses in the consolidated balance sheet at* August 31, 2026.The approximately $87,000 difference between the $387,000 mezzanine carrying value and the amount of the liability was credited to additional paid-in capital, andno* gain or loss was recognized on the reclassification. No amounts remained classified as mezzanine equity at* August 31, 2026.*

The TA Closing Shares remain legally outstanding pending repurchase but, from the date of reclassification, are excluded from the shares of common stock reported as issued and outstanding within permanent stockholders’ equity and from the computation of basic and diluted loss per share. Recognition of the liability reflects the Company’s contractual obligation under the TA MIPA and doesnot represent an assessment by management of the likely outcome of the arbitration, including the Company’s affirmative defenses and counterclaims.

For further information regarding the TA Closing Shares, the Put Option and the TA Milestone Payment, refer to Notes8, 17 and20.

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Predecessor Series B Convertible Preferred Stock — Helena Global Investment Opportunities1 Ltd. (Withdrawn)**

On* May 6, 2026,the Company entered into a Securities Purchase Agreement with Helena Global Investment Opportunities1* Ltd. (“Helena”) pursuant to which the Company issued 408,421 shares of Series B Convertible Preferred Stock (the “Predecessor Series B Preferred”), consisting of 368,421 shares issued for cash proceeds of $1,015,000 and 40,000 Issuance Fee Shares issued forno additional consideration, together with afive-year warrant to purchase 100,000 shares of common stock at an exercise price of $2.755 per share. The Predecessor Series B Preferred had a stated value of $2.755 per share, or $1,125,200 in the aggregate, accrued dividends at 12% per annum (18% per annum upon an Event of Default), was convertible at the option of the holder at an initial conversion price of $2.755 per share, and was subject to mandatory redemption by the Company on* August 30, 2026at stated value plus all accrued and unpaid dividends, subject to the holder’s right to extend that date to December 31, 2026.*

The Predecessor Series B Preferred was classified as mezzanine equity in accordance with ASC480-10-S99-3A because of the mandatory redemption date, together with the holder’s right to elect aone-time extension of that date, placed the form and timing of settlement outside the Company’s sole control. The carrying amount was accreted to the redemption amount from the issuance date to the mandatory redemption date using the effective interest method.

At* May 31, 2026,*408,421 shares of Predecessor Series B Preferred were outstanding with a mezzanine carrying value of $807,997.

On* July 21, 2026,the Company redeemed all 408,421 outstanding shares of Predecessor Series B Preferred in full for cash of $1,151,830, consisting of aggregate stated value of $1,125,200 and accrued and unpaid dividends of $26,630, using a portion of the net proceeds of the senior secured convertible note issued to Lind Global Fund III LP on that date (see Note14* - Convertible Note Payable and Warrant Liability). During the period from* June 1, 2026through the redemption date, the Company recorded accretion of the Series B Preferred Stock discount of $326,205, which was recognized as interest expense and is included in net loss for thethree* andsix months ended* August 31, 2026.The Company also recorded accrued and unpaid dividends of $17,628 on the Series B Preferred Stock through the redemption date, which were charged to accumulated deficit and are reflected as a deemed dividend in the computation of net loss attributable to common stockholders for thethree* andsix months ended* August 31, 2026.No shares of Predecessor Series B Preferred were converted into common stock, the Mandatory Default Amount was never triggered,no liquidated damages were incurred under the registration rights provisions of the Securities Purchase Agreement, andno shares remained outstanding at August 31, 2026.*

In connection with the redemption, the Guarantee and Pledge Agreement under which 1,365,314 shares of common stock owned by the Company’s Chief Executive Officer had been pledged to secure the Company’s obligations to Helena was released. The Investor Warrant and the placement agent warrants issued in connection with the* May 2026*private placement remain outstanding and continue to be classified within permanent stockholders’ equity.

On* August 27, 2026,no shares of Predecessor Series B Preferred being outstanding, the Company filed a Certificate of Withdrawal with the Secretary of State of the State of Nevada withdrawing the Certificate of Designation of Series B Convertible Preferred Stock filed on May 6, 2026.*

Common Stock

The Company has 250,000,000 shares of common stock authorized for issuance pursuant to its amended and restated articles of incorporation, as amended (“Charter”). At* August 31, 2026* and* February 28, 2026*, there were 14,989,327 (excluding 96,774 shares classified as a liability) and 13,978,171 shares of common stock, par value $0.001 per share, issued and outstanding, respectively. All shares of common stock have equal voting rights, are fully-paid and non-assessable, and are entitled toone vote per share.

During thefirst quarter of2026, the Company issued 60,000 shares of common stock in connection with various investor relations consulting contracts,77,500 shares of common stock in connection with strategic marketing and business development contracts,200,000 shares of common stock as consideration pursuant tothird party contractor services,8,000 shares of common stock to a vendor as settlement for outstanding invoices,13,801 shares of common stock issued as stock-based compensation to an employee,4,640 shares issued as commission payments to travel agents,54,582 shares issued to investors in private placements.

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During thesecond quarter of2026, the Company issued 394,416 shares of common stock in connection with various investor relations consulting contracts,27,735 shares of common stock pursuant tothird party contractor services related to the production of the I DO series for JOURNY TV,50,000 shares of common stock pursuant to the Company's acquisition of a 51% equity interest in YADA Commerce, Inc.,18,200 shares of common stock issued to David Jiang, a director of the Company in a private placement,4,574 shares issued as commission payments to travel agents, and 8,278 shares of common stock issued to an investor pursuant to a warrant exercise, and 89,430 common shares issued to former directors of the Company in connection with settling accrued directors fees.

During thefirst quarter of2025, the Company issued 105,000 shares of common stock in connection with various investor relations consulting contracts,45,643 shares of common stock to the holders of shares of the Company’s Series L and Series M Preferred stock as dividends,20,000 shares of common stock to Ovation as partial consideration pursuant to the* April 1, 2025*JOURNY TV Asset Purchase Agreement;5,000 shares of common stock to ITA as a finder’s fee related to the FSA acquisition;15,000 shares of common stock pursuant to a consulting contract related to the development and launch of a dedicated beauty and wellness FAST channel; and 5,843,993 shares of common stock to the members of NTG pursuant to the Exchange Agreement, constituting Contingent Shares issuable to the members of NTG upon the achievement of all business milestones.

In thesecond quarter of2025, the Company issued 205,000 shares of common stock in connection with various investor relations consulting contracts,36,283 shares of common stock to the holders of shares of the Company’s Series L and Series M Preferred stock as dividends,96,774 shares of common stock to TA Pipeline as partial consideration pursuant to the* August 6, 2025*Membership Interest Purchase Agreement;24,230 shares of common stock to various vendors as settlement for outstanding invoices; and 161,092 shares issued to investors in private placements.

At-the-Market Offering

On* August 31, 2026,the Company entered into an At the Market Offering Agreement (the "Offering Agreement") with Titan Partners Securities LLC ("Titan"), as sales agent, under which the Company mayoffer and sell, from time to time, shares of its common stock having an aggregate offering price of up to $6,500,000 in "at the market offerings" as defined in Rule415*(a)(4) under the Securities Act of1933, as amended (the "Securities Act").

Titan is entitled to a commission of 3.5% of the gross sales price of the shares it sells, and the Company has agreed to reimburse Titan's reasonable legal fees up to $35,000, plus up to $5,000 per periodic due diligence update. In addition, the Company has agreed to pay Craft Capital Management LLC, its prior placement agent, a fee of 2.0% of the gross proceeds of each sale in consideration of Craft Capital's waiver of its exclusivity rights with respect to the offering. Titan is required to use commercially reasonable efforts to sell the shares the Company designates, but the Company isnot obligated to sell, and Titan isnot obligated to purchase, any shares. Either party* may*suspend the offering at any time.

No shares had been sold under the Offering Agreement at* August 31, 2026.On September 23, 2026,*the Company sold 100 shares of common stock under the Offering Agreement for gross proceeds of $205.

Preferred Stock

Under our Charter, our board of directors has the authority, without further action by stockholders, to designateone or more series of preferred stock and to fix the voting powers, designations, preferences, limitations, restrictions and relative rights granted to or imposed upon the preferred stock, including dividend rights, conversion rights, voting rights, rights and terms of redemption, liquidation preference and sinking fund terms, any or all of which* may*be preferential to or greater than the rights of the common stock.

Our board of directors* mayauthorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of the common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in our control and may*adversely affect the market price of the common stock and the voting and other rights of the holders of common stock.

The Company is authorized to issue 10,000,000 shares of preferred stock, par value $0.001 per share.

An aggregate of 153,928 and 100,316 shares of preferred stock were issued and outstanding at* August 31, 2026* and* February 28, 2026*, respectively, as further discussed below.

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Series A Convertible Preferred Stock

On* February 6, 2026,*the Company filed a Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 1,000,000 shares of the Company’s preferred stock as Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred”).

The terms and conditions set forth in the Series A Certificate of Designation are summarized below:

*Ranking.*The Series A Preferred rank pari passu to the Company’s common stock.

*Dividends.*Holders of Series A Preferred will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any, on shares of Company common stock.

Voting. Except as provided by the Company’s Charter or as otherwise required by the Nevada Revised Statutes, holders of Series A Preferred are entitled to vote with the holders of outstanding shares of Company common stock, voting together as a single class, with respect to all matters presented to the Company’s stockholders for their action or consideration. In any such vote, each holder is entitled to a number of votes equal to the number of shares of common stock into which the Series A Preferred held by such holder is convertible. The Company* may**not,* without the consent of holders of a majority of the outstanding shares of Series A Preferred, (i) alter or change adversely the powers, preferences or rights given to the Series A Preferred or alter or amend the Series A Certificate of Designation, (ii) amend its Charter or other charter documents in any manner that adversely affects any rights of the holders of the Series A Preferred, or (iii) enter into any agreement with respect to the foregoing.

Conversion. Effective as of5:00 pm Eastern time on thethird business day after the date that the Company’s stockholders approve the conversion of Series A Preferred into shares of Common Stock in accordance with the listing rules of Nasdaq, each outstanding share of Series A Preferred shall automatically be converted intoone share of Company common stock (subject to adjustment under certain limited circumstances) (the “Series A Conversion Ratio”), subject to beneficial ownership limitations.

Liquidation. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Series A Preferred will be entitled to participate, on an as-converted-to-common stock basis calculated based on the Series A Conversion Ratio, with holders of Company common stock in any distribution of assets of the Company to holders of the Company’s common stock.

At* August 31, 2026*,150,000 shares of the issued Series A Preferred were outstanding, which if converted as of* August 31, 2026*, would have resulted in the issuance of 150,000 shares of common stock.

Series B Convertible Preferred Stock — Monaco Investment Partners II, LP (Related Party)

The Series B Convertible Preferred Stock described below (the “Series B Preferred”) is a separate series of preferred stock newly designated on* August 27, 2026and is distinct in all respects from the Predecessor Series B Preferred described above. Thetwo* series share only the “Series B” designation; they differ in stated value, conversion price, dividend terms, redemption rights and balance sheet classification.

Effective* August 25, 2026,*the Company and Monaco Investment Partners II, LP (“MIP”) entered into an Exchange Agreement pursuant to which the Company (i) increased the MIP Line of Credit by $500,000, which amount was funded in cash, resulting in aggregate advances outstanding of $3,500,000, and (ii) agreed to issue to MIP shares of a newly designated series of Series B Preferred in a number equal to the aggregate advances plus all interest accrued thereon through the effective date, divided by the $1,000 per share stated value, in exchange for the cancellation of that indebtedness. MIP is owned and controlled by Donald P. Monaco, Chairman of the Company’s Board of Directors. Accordingly, the transaction was reviewed and approved by the disinterested members of the Board of Directors and by the Audit Committee in accordance with Nevada corporate law, the Nasdaq listing rules and the Company’s Related Party Transactions Policy.

On* August 27, 2026,the Company filed a Certificate of Designation of Series B Convertible Preferred Stock with the Secretary of State of the State of Nevada, designating 4,500 shares of the Company’s preferred stock as Series B Preferred, and the Exchange Agreement closed. The Company issued 3,612 shares of Series B Preferred, with an aggregate stated value of $3,612,000, in cancellation of $3,500,000 of outstanding principal and $112,000 of the $112,438 of interest accrued through August 24, 2026under the MIP Line of Credit. The remaining $438 of the outstanding indebtedness, representing the fractional residual in excess of the aggregate stated value of the whole shares issued, wasnot* exchanged and is payable to MIP in cash; that amount is included in accrued expenses at* August 31, 2026 (see Note15*).No principal or accrued interest remained outstanding under the MIP Line of Credit following the exchange.

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The terms and conditions set forth in the Certificate of Designation are summarized below:

Stated Value. $1,000 per share; par value $0.001 per share.4,500 shares of Series B Preferred are authorized, of which 3,612 shares were issued and outstanding at* August 31, 2026.*

Ranking. The Series B Preferred ranks pari passu with the Company’s other outstanding series of preferred stock and senior to the common stock and any other series of capital stock ranking junior to the Series B Preferred.

Dividends. Dividends accrue at 12.0% per annum, cumulative and compounding, computed on the basis of a360-day year and the actual number of days elapsed, and are payable beginning* January 2, 2027and on thefirst* day of each calendar quarter thereafter. On each quarterly payment date the Company* may*pay dividends either in cash or in additional shares of Series B Preferred issued at stated value, in its sole discretion.

Voting. Except as otherwise required by the Nevada Revised Statutes, the Series B Preferred hasno voting rights. However, without the affirmative vote of the holders of a majority of the then outstanding Series B Preferred, the Company* may**not* (i) alter or change adversely the powers, preferences or rights given to the Series B Preferred or amend the Certificate of Designation in any manner that adversely affects the rights of holders, (ii) issue further shares of Series B Preferred or increase or decrease the number of authorized shares of Series B Preferred, or (iii) enter into any agreement with respect to the foregoing.

Conversion. At the option of the holder, each outstanding share of Series B Preferred* may*be converted into that number of shares of common stock equal to the quotient obtained by dividing (i) the stated value of such share plus all accrued and unpaid dividends thereon by (ii) an initial conversion price of $3.88 per share, subject to adjustment under certain limited circumstances. The Certificate of Designation prohibits the issuance of shares of common stock upon conversion to the extent such issuance would result in the holder beneficially owning in excess of 19.99% of the Company’s outstanding shares of common stock.

Liquidation. In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, holders of Series B Preferred are entitled to receive, in preference to the holders of common stock and any class of capital stock junior to the Series B Preferred, an amount per share equal to the stated value plus all accrued and unpaid dividends.

Redemption. The Company has the right, at its option, to redeem all or any portion of the Series B Preferred at a price per share equal to the stated value plus all accrued and unpaid dividends. The Series B Preferred isnot redeemable at the option of the holder and hasno mandatory redemption date.

Classification

The Series B Preferred isnot mandatorily redeemable, isnot redeemable at the option of the holder, and isnot redeemable upon the occurrence of an event that isnot solely within the Company’s control. Accordingly, the Series B Preferred is outside the scope of ASC480-10-25-4 and ASC480-10-S99-3A and is classified within permanent stockholders’ equity. This classification differs from that of the Predecessor Series B Preferred, which was presented as mezzanine equity solely as a result of the mandatory redemption feature of that instrument. The Company evaluated the embedded conversion feature under ASC815-15 and ASC815-40 and concluded that the feature is indexed to the Company’s own stock and would be classified in stockholders’ equity if freestanding; accordingly, bifurcation wasnot required.

Accounting for the Exchange

Because MIP is a related party and participated in the exchange in its capacity as a holder of the Company’s securities, the Company accounted for the exchange of the MIP Line of Credit for Series B Preferred as a capital transaction rather than as an extinguishment giving rise to a gain or loss, consistent with ASC470-50 and SAB Topic5T. Accordingly, the Series B Preferred was recorded at $3,612,000, the carrying amount of the principal and accrued interest extinguished, andno gain, loss or deemed dividend was recognized. In reaching this conclusion the Company considered that the $1,000 stated value per share corresponds to the principal amount exchanged, that the 12% dividend rate borne by the Series B Preferred is identical to the interest rate borne by the MIP Line of Credit, and that the $3.88 conversion price exceeded the $1.37 closing price of the Company’s common stock on* August 27, 2026,such that the conversion feature hadno* intrinsic value at issuance and the exchange wasnot effected on terms favorable to the related party.

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The $3.88 conversion price also exceeded the closing price of the Company’s common stock at the time the Exchange Agreement was entered into, and corresponds to the exercise price of the warrant issued to Lind Global Fund III LP in the Company’s* July 2026*financing with an unaffiliated investor.

Shares Outstanding

At* August 31, 2026,3,612 shares of Series B Preferred were issued and outstanding with an aggregate stated value of $3,612,000. The Series B Preferred outstanding at August 31, 2026*was convertible into approximately 930,927 shares of common stock.

Series E Convertible Preferred Stock

Under the Certificate of Designations of the Series E Preferred Stock, shares of the Company’s Series E Preferred have an initial stated value of $1,500 per share (the “Series E Stated Value”). Dividends at the initial rate of 9% per annum will accrue and, on a monthly basis, shall be payable in kind by the increase of the Series E Stated Value of the Series E Preferred by said amount. The holders of shares of the Series E Preferred have the right at any time to convert all or a portion of the Series E Preferred (including, without limitation, accrued and unpaid dividends and make-whole dividends through thethird anniversary of the closing date) into shares of the Company’s common stock at an initial conversion rate determined by dividing the Conversion Amount by the conversion price ($0.13 above the consolidated closing bid price for the trading day prior to the execution of the related stock purchase agreement). The Conversion Amount is the sum of the Series E Stated Value of the shares of Series E Preferred then being converted plus any other unpaid amounts payable with respect to the Series E Preferred being converted plus the “Make Whole Amount” (the amount of any dividends that, but for the conversion, would have accrued at the dividend rate for the period through thethird anniversary of the initial issuance date). The Conversion Rate is also subject to adjustment for stock splits, dividends, recapitalizations and similar events.

At* August 31, 2026*,316 shares of Series E Preferred were outstanding, which if converted as of* August 31, 2026*, including the make-whole dividends, would have resulted in the issuance of 3,673 shares of common stock.

Stock Options

On* December 28, 2023,at the Annual Meeting of Stockholders of the Company, the Company’s stockholders approved the adoption of the NextTrip2023* Equity Incentive Plan (the*“2023* Plan”).7,000,000 shares of common stock have been reserved for issuance under the2023 Plan, and as of* August 31, 2026*,5,466,374 shares are available for future issuance.

The Company’s2013 Equity Incentive Plan expired on* March 15, 2023.As such, there wereno shares of common stock reserved for future issuance thereunder as of August 31, 2026*.

On* March 26, 2025,under the terms of the2013* Equity Incentive Plan, all outstanding options terminated upon the change in control effected by the issuance of Contingent Shares pursuant to the Exchange Agreement entered into in connection with the NextTrip Acquisition.

During thesix months ended* August 31, 2026and2025*, the Company granted and issued stock options to purchase an aggregate of 200,000 and 556,250 shares of common stock, respectively, under the2023 Plan.

The Company generally grants stock options to employees, consultants, and directors at exercise prices equal to the fair market value of the Company’s common stock on the grant date, butnot less than 100% of the fair market value. Stock options are typically granted throughout the year and generally vest over a period fromone tothree years of service and expire five years from the grant date, unless otherwise specified. The Company recognizes compensation expense for the fair value of the stock options over the vesting period for each stock option award.

Total stock-based compensation expense included in the statements of operations for thethree months ended* August 31, 2026and2025* was $0, and for thesix months ended* August 31, 2026and2025* was $(13,660) related to a common share issuance and $138,325 related to stock options, respectively.

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The fair value of stock-based awards was estimated using the Black-Scholes model with the following weighted average assumptions for thesix months ended* August 31, 2026* and* August 31, 2025*.

Option activity for thesix months ended* August 31, 2026* and the year ended* February 28, 2026* was as follows:

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the market price of our common stock for those awards that have an exercise price below the market price of our common stock. At* August 31, 2026*,no options had an exercise price below the $1.43 closing price of our common stock as reported on The Nasdaq Capital Market.

At* August 31, 2026*, there wasno unrecognized stock-based compensation expense related to unvested stock options.

Stock Appreciation Rights

The purposes of the2020 Stock Appreciation Rights Plan (the*“2020* SAR Plan”) are to: (i) enable the Company to attract and retain the types of employees, consultants, and directors (collectively, “Service Providers”) who will contribute to the Company’s long-range success; (ii) provide incentives that align the interests of Service Providers with those of the stockholders of the Company; and (iii) promote the success of the Company’s business. The2020 SAR Plan provides for incentive awards that are only in the form of stock appreciation rights payable in cash (“SARs”).No shares of common stock are reserved or will be issued pursuant to the2020 SAR Plan.

SARs* maybe granted to any Service Provider. A SAR is the right to receive an amount equal to the Spread with respect to a share of the Company’s common stock (a “Share”) upon the exercise of the SAR. The “Spread” is the difference between the exercise price per share specified in a SAR agreement on the date of grant and the fair market value per share on the date of exercise of the SAR. The exercise price per share willnot* be less than100% of the fair market value of a Share on the date of grant of the SAR. The administrator of the2020 SAR Plan will have the authority to, among other things, prescribe the terms and conditions of each SAR, including, without limitation, the exercise price and vesting provisions, and to specify the provisions of the SAR Agreement relating to such grant.

On* March 26, 2025,under the terms of the2020* SAR Plan, all outstanding unvested SARs became immediately vested and exercisable upon the change in control effected by the issuance of Contingent Shares pursuant to the Exchange Agreement entered into in connection with the NextTrip Acquisition.

The Company didnot grant any SARs during thesix months ended* August 31, 2026* or* August 31, 2025*.

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The Company recognizes compensation expense and a corresponding liability for the fair value of the SARs over the vesting period for each SAR award. The SARs are revalued at each reporting date in accordance with ASC718 “Compensation-Stock Compensation,” and any changes in fair value are reflected in the Statement of Operations as of the applicable reporting date.

SARs activity for thesix months ended* August 31, 2026* and the year ended* February 28, 2026* was as follows:

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the market price of our common stock for those awards that have an exercise price below the market price of our common stock. At* August 31, 2026*,no SARs had an exercise price below the $1.43 closing price of our common stock as reported on The Nasdaq Capital Market.

At* August 31, 2026*, there wasno unrecognized stock-based compensation expense related to unvested SARs.

Warrants

The fair value of warrants issued during thesix months ended* August 31, 2026* and2025 was estimated using the Black-Scholes model with the following assumptions.

Assumptions:

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Warrant activity for thesix months ended* August 31, 2026* and the year ended* February 28, 2026* was as follows:

Warrants outstanding at* August 31, 2026include the Common Stock Purchase Warrant to purchase 1,030,928 shares of common stock issued to Lind Global Fund III LP on July 21, 2026,which is classified as a liability and measured at fair value on a recurring basis rather than within stockholders’ equity. See Note14.* All other warrants outstanding at* August 31, 2026*are classified within stockholders’ equity.

NOTE19 – Segment Information

ASC Topic**280,* Segment Reporting*, establishes standards for reporting information about operating segments. Operating segments are defined as components of a reporting entity, the operating results of which are reviewed regularly by the CODM to make decisions about resource allocation and to assess performance. Our CODM is our Chief Executive Officer.

In response to acquisitions and expanded business activities, during thethird quarter of fiscal year2026, our CODM requested changes in the information that he regularly reviews for purposes of allocating resources and assessing performance. As a result, we have updated our reporting and beginning in thethird quarter of fiscal year2026, we report our financial performance based on our new segments: “Travel” and “Media”. Our Travel segment provides travelers with a full range of travel services through itsNXT2.0 booking engine, which offers extensive inventory and a platform for curating personalized experiences and efficient trip planning and booking. In addition, Five Star Alliance provides luxury and cruise offerings, and TA Pipeline provides a group-travel agency platform for conferences, conventions, weddings, and affinity groups. Our Media segment consists of JOURNY TV, (including GoUSA TV) a Connected TV Channel broadcast as Free Ad Supported Streaming TV (“FAST”) and Advertising Video on Demand (“AVOD”) that specializes in travel, adventure, and culture-focused content, and Travel Magazine, an online travel magazine that provides articles, tips, guides and inspiration for travelers. We leverage our media brands—TravelMagazine.com and JOURNY TV—as strategic tools to generate travel bookings by integrating content, marketing, and booking technology as well as to generate advertising revenues forthird-party content. Additional information regarding our operating segments can be found in the overview section of Item2 of this Quarterly Report, entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” Prior periods disclosed below have been recast to conform to these newly identified segments.

Our primary operating metric is Operating Income (Loss). Operating Income (Loss) for our Travel and Media segments includes direct expenses of the segments as well as allocations of certain expenses, primarily salaries and benefits,third party contractors, sales and marketing, and technology We base the allocations primarily on transaction volumes and other usage metrics. We donot allocate shared corporate expenses such as accounting, human resources, certain information technology and legal to our reportable segments. We include these expenses in Corporate. Our allocation methodology will be periodically evaluated and* may*change as the segments evolve.

Our CODM currently uses Operating Income (Loss) to assess performance in the monthly financial review process. Because our segments have been newly formed, the financial reporting framework continues to be under development and in the future will be used to assess performance and allocate resources for the segments in the annual budget and quarterly forecasting processes. The CODM will consider budget-to-actual variances on a monthly basis using Operating Income (Loss) when making decisions about allocating capital and personnel to the segments. The CODM also anticipates using Operating Income (Loss) to assess the performance and compensation of certain employees.

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Corporate includes unallocated corporate functions including finance and administration, technology, and corporate development. In addition, we record amortization of intangible assets and any related impairment, investor relations, stock-based compensation expense, legal and audit, directors’ compensation and other items excluded from segment operating performance in Corporate. Such amounts are detailed in our segment reconciliation below.

The following tables present our segment information for thethree andsix months ended* August 31, 2026and2025*. As a significant portion of our property and equipment isnot allocated to our operating segments and depreciation and amortization isnot included in our segment measure, we donot report the assets by segment as it wouldnot be meaningful. We donot regularly provide such information to our chief operating decision maker.

All of our revenues are attributed to customers located in the United States; therefore,no revenues are reported from foreign geographic areas.

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There wereno intersegment revenues during thethree andsix months ended* August 31, 2026* or* August 31, 2025*; all revenues presented are from external customers. The significant expense categories presented above for each reportable segment reconcile in full to each segment’s measure of Operating Income (Loss); accordingly, there wereno other segment items (as described in ASC280-10-50-26A) for thethree andsix months ended* August 31, 2026* or* August 31, 2025*. The “Other expenses” line presented within each segment comprises insurance, bank and payment-processing fees, and other individually immaterial operating costs.

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NOTE20 - Subsequent Events

The Company’s management has evaluated subsequent events after the balance sheet dated as of* August 31, 2026* through* October 15, 2026,*the date of this report.

Termination of NextTrip Privilege Regulation A Offering

On* September 14, 2026,the board of directors of Privilege, a related party (see Note15* - Related Party Transactions), approved the termination of Privilege’s offering under Regulation A. Total net proceeds raised under the offering were $13,824, on which the Company received a 20% royalty of $2,765. The parties are evaluating whether to terminate the Licensing and Services Agreement and whether Privilege will wind down operations.No decisions have been made as of the date of this report.

The Company’s advances to Privilege of $469,828 were fully reserved as of* August 31, 2026;accordingly, the termination of the offering hadno* effect on the Company’s financial statements as of and for the period ended* August 31, 2026.*

Related Party Equity Investment

On* September 17, 2026,*Andy Kaplan, through KCGM, purchased 52,910 shares of Common Stock at $1.89 per share, resulting in gross proceeds to the Company of $100,000. In connection with this transaction, the Company issued KCGM a warrant to purchase up to 52,910 shares of common stock at $1.89 per share. The warrant expires 3 years from the issue date. Mr. Kaplan serves as a director of the Company.

Related Party Short-Term Promissory Note

On* September 15, 2026,the Company sold a short-term promissory note to its Chief Executive Officer, Bill Kerby in the principal amount of $45,000. The note bears interest at 7.5% and matures on December 15, 2026.The note may*be prepaid at any time without penalty.

Monaco Investment Partners II Line of Credit

On* September 25, 2026,MIP advanced the Company $250,000 under the Line of Credit, on October 5, 2026the Company drew $235,000, and on October 8, 2026,*the Company drew $200,000. The total principal balance outstanding as of the date of this report was $685,000.

Fiscal Year2027* Annual Meeting of Stockholders*

On* October 9, 2026,the Company held its2026* Annual Meeting of Stockholders, at which the Company's stockholders approved the following proposals relating to the issuance of shares of the Company's common stock: (i) in accordance with Nasdaq Listing Rule5635(d), the issuance of shares of common stock in excess of19.99% of the Company's outstanding shares to Lind Global Fund III LP upon conversion of the Lind Note and exercise of the Lind Warrant (see Note14); (ii) in accordance with Nasdaq Listing Rule5635(d), the issuance of shares of common stock (a) to certain non-insiders upon conversion of outstanding shares of Series A Preferred and exercise of related warrants and (b) to an insider, KCGM, an entity affiliated with Andy Kaplan, a director of the Company (see Note15), upon exercise of a pre-funded warrant issued on* December 23, 2025to purchase 75,000 shares of common stock at a nominal exercise price of $0.001 per share (the "Pre-Funded Warrant"); and (iii) in accordance with Nasdaq Listing Rule5635*(c), the issuance of shares of common stock to an insider upon conversion of outstanding shares of Series A Preferred and exercise of related warrants. The Pre-Funded Warrant wasnot exercisable until stockholder approval was received and, as a result of the approval on* October 9, 2026,is now exercisable. It hasno* stated expiration date and is subject to a beneficial ownership limitation of4.99% (or9.99% at the holder's election).No shares have been issued upon exercise of the Pre-Funded Warrant as of the date of this report.

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As a result of the stockholder approval described in clause (i), the 2,982,493-share Exchange Cap described in Note14 no longer limits the number of shares issuable under the Lind Note and the Lind Warrant, which remain subject to the4.99% beneficial ownership limitation. Under the Series A Certificate of Designation (see Note18), each outstanding share of Series A Preferred converts automatically intoone share of common stock, effective as of5:00 p.m. Eastern time on thethird Business Day (as defined in the Series A Certificate of Designation) after stockholder approval, subject to a beneficial ownership limitation of4.99% (or9.99% for holders that so elected before issuance). Accordingly, effective as of5:00 p.m. Eastern time on* October 15, 2026,the 150,000 outstanding shares of Series A Preferred will convert into 150,000 shares of common stock, other than any shares restricted by the beneficial ownership limitation. The conversion willnot* change total stockholders' equity and will be reflected as a reclassification from preferred stock to common stock in the quarter ending* November 30, 2026.Of the shares to be converted,16,667 were held by KC Global Media Asia, LLC, an entity affiliated with Andy Kaplan, a director of the Company (see Note15*).

Titan ATM

On* September 23, 2026and October 9, 2026,*we sold 100 shares and 15,000 shares of common stock, respectively, under the Titan ATM resulting in total gross proceeds of $31,207.

TA Pipeline Arbitration

As described in Note17 – Commitments and Contingencies, on* July 14, 2026,the Company received a Demand for Arbitration filed with the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules by Luis Barberi, Mitch Toren, and Ashish Tembe, the former TA Members (collectively, the “Claimants”). The demand alleges that the Company breached its obligation under Section7.5*(a)(i) of the TA MIPA to repurchase the 96,774 TA Closing Shares at the Base Price of $3.10 per share after the Claimants delivered a notice on* February 24, 2026*purporting to exercise the Put Right.

On* September 3, 2026,subsequent to the end of the period covered by this report, the Claimants filed an Amended Statement of Claim. The Amended Statement of Claim adds a claim that the Company breached Sections2.2*(b) and2.3(c)(i) of the TA MIPA by failing to pay the Milestone Payment, which the Claimants allege became dueno later than* August 16, 2026.The Claimants allege that TA generated Net Revenue of $3,940,126 during the Milestone Period, which ended August 6, 2026,and that the resulting Milestone Payment is $197,006. Under the TA MIPA, the Milestone Payment is payableone*-half in cash andone-half in shares of the Company’s common stock valued at $3.10 per share. The Claimants now seek damages ofnot less than $497,005, consisting of $299,999 related to the Put Option and $197,006 related to the Milestone Payment, together with pre- and post-judgment interest, attorneys’ fees, and costs.

On* September 9, 2026,the Company filed its Answer and Counterclaim. The Company denies liability and asserts affirmative defenses, including prior material breach and excuse, waiver, estoppel, setoff, unclean hands, and failure to mitigate. The Company also asserts counterclaims against the Claimants for (i) breach of the TA MIPA and of the Confidentiality, Non-Competition, and Non-Solicitation Agreements executed by each Claimant in connection with the closing, (ii) breach of the implied covenant of good faith and fair dealing, and (iii) intentional misrepresentation. Among other things, the counterclaims allege that, following the acquisition,one of the Claimants caused an entity he owns and operates, which was a significant customer of TA, to divert business opportunities away from TA, and that the Claimants misrepresented TA’s expected post-acquisition revenue to induce the Company to enter into the TA MIPA. The Company seeks damages ofnot* less than $1,000,000, together with interest, attorneys’ fees, and costs.

The arbitration remains at an early stage, and the Company is unable to predict its outcome. The Company believes it has meritorious defenses and intends to vigorously defend against the claims and pursue its counterclaims.

As of* August 31, 2026,the Company has recorded a liability of $300,000 for its obligation to repurchase the 96,774 TA Closing Shares at the Base Price and a liability of $200,000 for the Milestone Payment, both included in accrued expenses. The amount of the Milestone Payment hasnot* been finalized, and the Company has accrued the $200,000 maximum amount payable under the TA MIPA. Recording these liabilities doesnot represent an assessment by management of the likely outcome of the arbitration. Under the TA MIPA,one-half of the Milestone Payment is payable in shares of the Company’s common stock valued at $3.10 per share. As described in Note17, the TA Closing Shares areno longer classified as mezzanine equity.

The Company hasnot accrued pre- or post-judgment interest, attorneys’ fees, or arbitration costs because it doesnot believe that such amounts are probable at this time. The Company is unable to reasonably estimate any attorneys’ fees or costs that* maybe awarded, or any amounts that could become payable under Section7.5* of the TA MIPA with respect to Milestone Shares.

The Company has evaluated the Amended Statement of Claim and the Answer and Counterclaim as subsequent events and determined thatno further adjustment to the condensed consolidated financial statements as of* August 31, 2026is required. Any amounts that maybe recovered under the counterclaims are gain contingencies and willnot* be recognized until realized.

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