SGLB / Sigma Labs Inc - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2025 NextTrip, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

As filed with the Securities and Exchange Commission on August 19, 2025.

As filed with the Securities and Exchange Commission on August 19, 2025. Registration No. 333-288212 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEXTTRIP, INC. (Exact name of registrant as specified in its charter) Nevada 4724 27-1865814 (State or Other Jurisdiction of Incorporation) (Pr

Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-1/A (Form Type) NextTrip, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG NEXTTRIP, INC., TAPIPELINE LLC, LUIS BARBERI, AS MEMBER REPRESENTATIVE DATED AS OF August 6, 2025 MEMBERSHIP INTEREST PURCHASE AGREEMENT

Exhibit 2.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG NEXTTRIP, INC., TAPIPELINE LLC, AND LUIS BARBERI, AS MEMBER REPRESENTATIVE DATED AS OF August 6, 2025 MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of the 6th day of August, 2025 (“Agreement”), is made by and among NEXTTRIP, INC., a Nevada corporation (“NextTrip”), TAPIPELINE LLC, a Flori

NextTrip Acquires TA Pipeline, LLC to Expand Group Travel Platform with Immediate Revenue Contribution and Scalable Growth Acquisition Enhances Premier Resort Network Across the Caribbean and Mexico, Automates Group Travel, and Positions Platform for

Exhibit 99.1 NextTrip Acquires TA Pipeline, LLC to Expand Group Travel Platform with Immediate Revenue Contribution and Scalable Growth Opportunity Acquisition Enhances Premier Resort Network Across the Caribbean and Mexico, Automates Group Travel, and Positions Platform for Accelerated Ramp Through NextTrip Integration Santa Fe, NM – August 12, 2025 – NextTrip, Inc. (NASDAQ: NTRP) (“NextTrip,” “w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 NextTrip, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Number

Warrant to Purchase Common Stock (Cashless) issued to AOS Holdings, LLC, dated January 15, 2025.

Exhibit 4.13 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Certificate of Designation of Series P Nonvoting Convertible Preferred Stock.

Exhibit 3.24 CERTIFICATE OF DESIGNATION OF NEXTTRIP, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes SERIES P NONVOTING CONVERTIBLE PREFERRED STOCK The undersigned, William Kerby, Chief Executive Officer, does hereby certify that: 1. He is the President and Chief Executive Officer of NextTrip, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation is authorized to issue

Unsecured Promissory Note by and between the Company and AOS Holdings, LLC, dated as of December 31, 2024.

Exhibit 10.33 PROMISSORY NOTE $1,000,000 December 31, 2024 For value received, the undersigned, NextTrip, Inc. at address 3900 Paseo del Sol, Santa Fe NM 87507 (the “Borrower”), promises to pay AOS Holdings, LLC (the “Lender”), the sum of $1,000,000 plus an interest rate of 15% per annum prepaid interest. The Parties further agree that all Interest on the loan will be prepaid in the form of $150,0

Series M Preferred Stock Securities Purchase Agreement by between the Company and Marc Bern, dated as of December 31, 2024.

Exhibit 10.30 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 31, 2024, between NextTrip, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fo

Certificate of Designation of Series M Nonvoting Convertible Preferred Stock.

Exhibit 3.14 CERTIFICATE OF DESIGNATION OF NEXTTRIP, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes SERIES M NONVOTING CONVERTIBLE PREFERRED STOCK The undersigned, William Kerby, Chief Executive Officer, does hereby certify that: 1. He is the President and Chief Executive Officer of NextTrip, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation is authorized to issue

As filed with the Securities and Exchange Commission on July 29, 2025

As filed with the Securities and Exchange Commission on July 29, 2025 Registration No.

Securities Purchase Agreement by and between the Company and Alumni Capital LP, dated September 19, 2024.

Exhibit 10.23 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 19, 2024, by and between NEXTTRIP, INC., a Nevada corporation, with headquarters located at 3900 Paseo del Sol Santa Fe, New Mexico 87507 (the “Company”), and ALUMNI CAPITAL LP, a Delaware limited partnership, with its address at 80 S.W. Eighth Street, 20th Floor, Miami, FL 33131

Unsecured Promissory Note by and between the Company and SIS II, LLC, dated as of December 31, 2024.

Exhibit 10.31 PROMISSORY NOTE December 31, 2024 FOR $220,000 (Two Hundred Twenty Thousand Dollars) RECEIVED, the undersigned, NextTrip, Inc., a Nevada corporation, at 3900 Paseo del Sol, Santa Fe, New Mexico 87507 (the “Maker” or the “Company”), hereby unconditionally promises to pay to the order of SIS II LLC (the “Payee”), the principal and the premium thereon as provided in this Promissory Note

Warrant to Purchase Common Stock issued to SIS II LLC, dated December 31, 2024

Exhibit 4.11 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF (a) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OR (b) AN OPINION REASONABLY SATISFACTORY TO NEXTTRIP, INC., FROM COUNSEL FOR NEXTTRIP, INC., OR FROM COUNSEL FOR THE PROPOSED TRANSFEROR REASONABLY SATISFACTORY TO NEXTTRIP, INC., TO THE EF

Series N Preferred Stock Securities Purchase Agreement by and between the Company and The Entrust Group, Inc., dated as of January 28, 2025.

Exhibit 10.34 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 28, 2025, between NextTrip, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set for

Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-1 (Form Type) NextTrip, Inc. (Exact Name of Registrant as Specified in its Charter) 333-288212 Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration F

Series I Preferred Stock Securities Purchase Agreement by and between the Company and, dated as of February 24, 2025.

Exhibit 10.37 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 24, 2025, between NextTrip, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fo

Certificate of Designation of Series L Nonvoting Convertible Preferred Stock.

Exhibit 3.13 CERTIFICATE OF DESIGNATION OF NEXTTRIP, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes SERIES L NONVOTING CONVERTIBLE PREFERRED STOCK The undersigned, William Kerby, Chief Executive Officer, does hereby certify that: 1. He is the President and Chief Executive Officer of NextTrip, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation is authorized to issue

Securities Purchase Agreement by and among the Company and various purchasers, dated as of February 15, 2024.

Exhibit 10.20 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 15, 2024, between Sigma Additive Solutions, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and c

Registration Rights Agreement, dated as of December 31, 2024.

Exhibit 10.32 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 31, 2024, is entered into by and among NEXTTRIP, INC., a Nevada corporation (the “Company”), and (the “Investor” and collectively together with its respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respec

2023 Equity Incentive Plan.

Exhibit 10.17 SIGMA ADDITIVE SOLUTIONS, INC. 2023 EQUITY INCENTIVE PLAN 1. Purpose; Eligibility. 1.1 General Purpose. The name of this plan is the Sigma Additive Solutions, Inc. 2023 Equity Incentive Plan (the “Plan”). The purposes of the Plan are to (a) enable Sigma Additive Solutions, Inc., a Nevada corporation (the “Company”), and any Affiliate to attract and retain the types of Employees, Cons

Certificate of Designation of Series J Nonvoting Convertible Preferred Stock.

Exhibit 3.11 CERTIFICATE OF DESIGNATION OF NEXTTRIP, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes SERIES J NONVOTING CONVERTIBLE PREFERRED STOCK The undersigned, William Kerby, Chief Executive Officer, does hereby certify that: 1. He is the President and Chief Executive Officer of NextTrip, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation is authorized to issue

Warrant to Purchase Common Stock (Cash) issued to AOS Holdings, LLC, dated January 15, 2025.

Exhibit 4.12 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

As filed with the Securities and Exchange Commission on July 29, 2025.

As filed with the Securities and Exchange Commission on July 29, 2025. Registration No. 333-288212 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEXTTRIP, INC. (Exact name of registrant as specified in its charter) Nevada 4724 27-1865814 (State or Other Jurisdiction of Incorporation) (Prim

Form of Indemnification Agreement for directors and officers of NextTrip, Inc.

Exhibit 10.4 NEXTTRIP, INC. INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [], 202, by and between NextTrip, Inc., a Nevada corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with ad

Securities Purchase Agreement by and between the Company and Alumni Capital LP, dated September 19, 2024.

Exhibit 10.24 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”), dated as of September 19, 2024, by and between NextTrip, Inc., a Nevada corporation (the “Company”), and Alumni Capital LP, a Delaware limited partnership (the “Investor”). RECITALS WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, a

Series J Preferred Stock Securities Purchase Agreement by and among the Company and various purchasers, dated as of December 31, 2024.

Exhibit 10.28 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 30, 2024, between NextTrip, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fo

Series K Preferred Stock Securities Purchase Agreement by and among the Company and various purchasers, dated as of December 31, 2024.

Exhibit 10.29 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 31, 2024, between NextTrip, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fo

Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-8 (Form Type) NextTrip, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered

Certificate of Designation of Series K Nonvoting Convertible Preferred Stock.

Exhibit 3.12 CERTIFICATE OF DESIGNATION OF NEXTTRIP, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes SERIES K NONVOTING CONVERTIBLE PREFERRED STOCK The undersigned, William Kerby, Chief Executive Officer, does hereby certify that: 1. He is the President and Chief Executive Officer of NextTrip, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation is authorized to issue

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Unaudited Pro Forma Condensed Combined Financial Information (unless otherwise indicated, all amounts in whole U.S. dollars, except share, per share and par value data) We are providing the following unaudited pro forma condensed combined statement of operations to aid you in your analysis of the financial aspects of the of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER Nexttrip, Inc. (Exact name of Registrant as specif

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER Nexttrip, Inc. (Exact name of Registrant as specified in its charter) Nevada 001-38015 27-1865814 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer

NextTrip Announces Strategic Partnership with KC Global Media to Launch Journy-Branded Channel in Southeast Asia KC Global Media’s Co-Founder and Chairman Andy Kaplan to Join NextTrip Board of Directors

Exhibit 99.1 NextTrip Announces Strategic Partnership with KC Global Media to Launch Journy-Branded Channel in Southeast Asia KC Global Media’s Co-Founder and Chairman Andy Kaplan to Join NextTrip Board of Directors Santa Fe, NM – July 17, 2025 – NextTrip, Inc. (NASDAQ: NTRP) (“NextTrip,” “we,” “our,” or the “Company”), a technology-forward travel company redefining how people discover, plan, and

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-38015 NEXTTRIP, INC. (Exact name of registrant as s

Warrant by and between the Company and Alumni Capital LP, dated September 19, 2024.

Exhibit 4.10 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Unsecured Promissory Note ($145,000) by and between NextTrip Holdings, Inc. and Donald P. Monaco Insurance Trust, dated April 9, 2025.

Exhibit 10.5 UNSECURED PROMISSORY NOTE $145,000 April 9, 2025 Note Series: 042025-49 Sunrise, Florida For value received, NextTrip Holdings, Inc., a Florida corporation (the “Company”), promises to pay to the Donald P. Monaco Insurance Trust, (the “Holder”), the principal sum of $145,000. Interest shall accrue from the date of this Unsecured Promissory Note (the “Note”) on the unpaid principal amo

Unsecured Promissory Note ($500,000) by and between NextTrip Holdings, Inc. and Donald P. Monaco Insurance Trust, dated April 9, 2025.

Exhibit 10.4 UNSECURED PROMISSORY NOTE $500,000 April 9, 2025 Note Series: 042025-48 Sunrise, Florida For value received, NextTrip Holdings, Inc., a Florida corporation (the “Company”), promises to pay to the Donald P. Monaco Insurance Trust, (the “Holder”), the principal sum of $500,000. Interest shall accrue from the date of this Unsecured Promissory Note (the “Note”) on the unpaid principal amo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2025 NextTrip, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Number)

NextTrip to Realign and Strengthen Board of Directors with Appointments of Carmen Diges, David Jiang, Jimmy Byrd, and Steve Kircher Appointments Add a Diverse Range of Experience Across Global Capital Markets, Corporate Development, Technology, and M

Exhibit 99.1 NextTrip to Realign and Strengthen Board of Directors with Appointments of Carmen Diges, David Jiang, Jimmy Byrd, and Steve Kircher Appointments Add a Diverse Range of Experience Across Global Capital Markets, Corporate Development, Technology, and Media Santa Fe, NM – July 14, 2025 – NextTrip, Inc. (NASDAQ: NTRP) (“NextTrip,” “we,” “our,” or the “Company”), a technology-forward trave

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Number)

FSA TRAVEL, LLC BALANCE SHEETS

Exhibit 99.1 FSA TRAVEL, LLC BALANCE SHEETS March 31, 2025 (Unaudited) December 31, 2024 ASSETS Current Assets: Cash $ 475,344 $ 6,987 Accounts receivable 13,460 27,311 Investment in NextTrip 500,000 - Total Current Assets 988,804 34,298 Non-Current Assets: Property and Equipment, net - - Intangible Assets, net 577,569 593,611 Total Non-Current Assets 577,569 593,611 TOTAL ASSETS $ 1,566,373 $ 627

INDEPENDENT AUDITORS’ REPORT

Exhibit 99.1 INDEPENDENT AUDITORS’ REPORT To the Board of Directors and Shareholders of FSA Travel, LLC Opinion We have audited the accompanying financial statements of FSA Travel, LLC (a New York corporation), which comprise the balance sheets as of December 31, 2024, and 2023, and the related statements of operations, members’ equity, and cash flows for the years then ended, and the related note

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2025 NextTrip, Inc. (Exact name of registrant as specified in its charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Numb

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Unaudited Pro Forma Condensed Combined Financial Information (unless otherwise indicated, all amounts in whole U.S. dollars, except share, per share and par value data) We are providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the of th

Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-1 (Form Type) NextTrip, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Re

As filed with the Securities and Exchange Commission on June 20, 2025.

As filed with the Securities and Exchange Commission on June 20, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEXTTRIP, INC. (Exact name of registrant as specified in its charter) Nevada 4724 27-1865814 (State or Other Jurisdiction of Incorporation) (Primary Standard Industrial C

Warrant to Purchase Common Stock, dated January 27, 2025 (filed as Exhibit 4.15 to the Company’s Annual Report on Form 10-K filed on May 29, 2025 and incorporated herein by reference).

Exhibit 4.15 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 28, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38015 NEXTTRIP, INC. (Exact nam

Warrant to Purchase Common Stock, dated November 1, 2024 (filed as Exhibit 4.11 to the Company’s Annual Report on Form 10-K filed on May 29, 2025 and incorporated herein by reference).

Exhibit 4.11 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Promissory Note by and between the Company and 1800 Diagonal Lending LLC, dated November 8, 2024 (filed as Exhibit 10.31 to the Company’s Annual Report on Form 10-K filed on May 29, 2025 and incorporated herein by reference).

Exhibit 10.31 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN

List of Subsidiaries.

Exhibit 21.1 List of Subsidiaries Subsidiary Percentage Owned by NextTrip, Inc. Jurisdiction of Incorporation NextTrip Holdings, Inc. 100% Florida Extraordinary Vacations USA, Inc. 100% Delaware FSA Travel, LLC 100% New York

Warrant to Purchase Common Stock, dated December 3, 2024 (filed as Exhibit 4.12 to the Company’s Annual Report on Form 10-K filed on May 29, 2025 and incorporated herein by reference).

Exhibit 4.12 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Promissory Note by and between the Company and Carmen Diges, dated October 18, 2024 (filed as Exhibit 10.26 to the Company’s Annual Report on Form 10-K filed on May 29, 2025 and incorporated herein by reference).

Exhibit 10.26 UNSECURED PROMISSORY NOTE $40,000.00 June 26, 2024 Sunrise, Florida For value received, NextTrip Holdings, Inc., a Florida corporation (the “Company”), promises to pay to Carmen Diges, an individual (the “Holder”), the principal sum of $40,000.00. Interest shall accrue from the date of this Unsecured Promissory Note (the “Note”) on the unpaid principal amount at a rate equal to 7.5%

Cash Warrant, dated December 31, 2024 (filed as Exhibit 4.13 to the Company’s Annual Report on Form 10-K filed on May 29, 2025 and incorporated herein by reference).

Exhibit 4.13 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Unsecured Promissory Note by and between the Company and Steve Kircher, dated October 18, 2024 (filed as Exhibit 10.25 to the Company’s Annual Report on Form 10-K filed on May 29, 2025 and incorporated herein by reference).

Exhibit 10.25 UNSECURED PROMISSORY NOTE $100,000.00 May 24, 2024 Sunrise, Florida For value received, NextTrip Holdings, Inc., a Florida corporation (the “Company”), promises to pay to Steve Kircher, an individual (the “Holder”), the principal sum of $100,000.00. Interest shall accrue from the date of this Unsecured Promissory Note (the “Note”) on the unpaid principal amount at a rate equal to 7.5

Exhibit 4.23

Exhibit 4.23 DESCRIPTION OF SECURITIES The following is a summary of the material terms and provisions of the securities of NextTrip, Inc. (“us,” “our,” “we” or the “Company”) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended, and certain provisions of our amended and restated articles of incorporation, as amended (our “Charter”), and amended and restated byla

Securities Purchase Agreement by and between the Company and 1800 Diagonal Lending LLC, dated November 8, 2024 (filed as Exhibit 10.30 to the Company’s Annual Report on Form 10-K filed on May 29, 2025 and incorporated herein by reference).

Exhibit 10.30 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 8, 2024, by and between NEXTTRIP, INC., a Nevada corporation, with its address at 3900 Paseo del Sol, Santa Fe, NM 87507 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria, VA 22314 (t

Securities Purchase Agreement by and between the Company and 1800 Diagonal Lending LLC, dated February 4, 2025 (filed as Exhibit 10.38 to the Company’s Annual Report on Form 10-K filed on May 29, 2025 and incorporated herein by reference).

Exhibit 10.38 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 4, 2025, by and between NEXTTRIP, INC., a Nevada corporation, with its address at 3900 Paseo del Sol, Santa Fe, NM 87507 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria, VA 22314 (t

Warrant to Purchase Common Stock, dated January 27, 2025 (filed as Exhibit 4.16 to the Company’s Annual Report on Form 10-K filed on May 29, 2025 and incorporated herein by reference).

Exhibit 4.16 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Cashless Warrant, dated December 31, 2024 (filed as Exhibit 4.14 to the Company’s Annual Report on Form 10-K filed on May 29, 2025 and incorporated herein by reference).

Exhibit 4.14 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Promissory Note by and between the Company and 1800 Diagonal Lending LLC, dated February 4, 2025 (filed as Exhibit 10.39 to the Company’s Annual Report on Form 10-K filed on May 29, 2025 and incorporated herein by reference).

Exhibit 10.39 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN

Warrant to Purchase Common Stock, dated January 28, 2025 (filed as Exhibit 4.17 to the Company’s Annual Report on Form 10-K filed on May 29, 2025 and incorporated herein by reference).

Exhibit 4.17 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Promissory Note and Securities Purchase Agreement by and between the Company and 1800 Diagonal Lending LLC, dated October 18, 2024 (filed as Exhibit 10.29 to the Company’s Annual Report on Form 10-K filed on May 29, 2025 and incorporated herein by reference).

Exhibit 10.29 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

NextTrip Secures $3 Million Line of Credit from Chairman to Support Growth and Operations New Facility Provides Enhanced Financial Flexibility to Achieve Near-Term Strategic Initiatives and Growth Opportunities in 2025

Exhibit 99.1 NextTrip Secures $3 Million Line of Credit from Chairman to Support Growth and Operations New Facility Provides Enhanced Financial Flexibility to Achieve Near-Term Strategic Initiatives and Growth Opportunities in 2025 Santa Fe, NM – May 8, 2025 – NextTrip, Inc. (NASDAQ: NTRP) (“NextTrip,” “we,” “our,” or the “Company”), a technology-forward travel company redefining how people discov

Line of Credit Agreement, dated May 6, 2025 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 8, 2025 and incorporated herein by reference).

Exhibit 10.1 LINE OF CREDIT AGREEMENT This Line of Credit Agreement (“Agreement”) is entered into effective as of May 6, 2025 by and between: Monaco Investment Partners II, lp a Limited Partnership organized under the laws of the State of Illinois 353 E. Liberty Drive Wheaton, IL 60187 (“Lender”) and NextTrip, Inc, a Nevada corporation 3900 Paseo del Sol Santa Fe, NM 87507 (“Borrower”) RECITALS: W

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Number

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Number

NextTrip Provides Business Update and Highlights Major Milestones in Strategic Expansion, Solidifying Positioning in Luxury and Experiential Travel Recent Developments Bring NextTrip Closer to Delivering a True One-Stop Platform for Travelers Worldwi

Exhibit 99.1 NextTrip Provides Business Update and Highlights Major Milestones in Strategic Expansion, Solidifying Positioning in Luxury and Experiential Travel Recent Developments Bring NextTrip Closer to Delivering a True One-Stop Platform for Travelers Worldwide while Building Long-Term Value for Stakeholders Nasdaq Listing Approved and Continued Compliance Achieved Santa Fe, NM – April 24, 202

NextTrip Completes Full Acquisition of Luxury Travel Brand Five Star Alliance with Remaining 51% Purchase Transaction Further Strengthens NextTrip’s Position in the Travel Market, Unlocking New Integration and Revenue Generating Opportunities Across

Exhibit 99.1 NextTrip Completes Full Acquisition of Luxury Travel Brand Five Star Alliance with Remaining 51% Purchase Transaction Further Strengthens NextTrip’s Position in the Travel Market, Unlocking New Integration and Revenue Generating Opportunities Across Both B2C and B2B Travel Segments Santa Fe, NM – April 14, 2025 – NextTrip, Inc. (NASDAQ: NTRP) (“NextTrip,” “we,” “our,” or the “Company”

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Number)

As confidentially submitted to the Securities and Exchange Commission on April 11, 2025. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confid

As confidentially submitted to the Securities and Exchange Commission on April 11, 2025.

Unsecured Promissory Note ($145,000) by and between NextTrip Holdings, Inc. and Donald P. Monaco Insurance Trust, dated April 9, 2025 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 11, 2025 and incorporated herein by reference).

Exhibit 10.2 UNSECURED PROMISSORY NOTE $145,000 April 9, 2025 Note Series: 042025-49 Sunrise, Florida For value received, NextTrip Holdings, Inc., a Florida corporation (the “Company”), promises to pay to the Donald P. Monaco Insurance Trust, (the “Holder”), the principal sum of $145,000. Interest shall accrue from the date of this Unsecured Promissory Note (the “Note”) on the unpaid principal amo

Unsecured Promissory Note ($500,000) by and between NextTrip Holdings, Inc. and Donald P. Monaco Insurance Trust, dated April 9, 2025 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 11, 2025 and incorporated herein by reference).

Exhibit 10.1 UNSECURED PROMISSORY NOTE $500,000 April 9, 2025 Note Series: 042025-48 Sunrise, Florida For value received, NextTrip Holdings, Inc., a Florida corporation (the “Company”), promises to pay to the Donald P. Monaco Insurance Trust, (the “Holder”), the principal sum of $500,000. Interest shall accrue from the date of this Unsecured Promissory Note (the “Note”) on the unpaid principal amo

License Agreement by and between the Company and Ovation, LLC, dated April 1, 2025 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 7, 2025 and incorporated herein by reference).

Exhibit 10.1 LICENSE AGREEMENT THIS AGREEMENT, dated as of April 1, 2025, by and between OVATION LLC with offices at 500 S. Sepulveda Blvd., Suite 300, Los Angeles, CA 90049 (“Licensor”) and NEXTTRIP, INC. with offices at 3900 Paseo del Sol, Santa Fe, NM 8750 (“Licensee”), sets forth the material terms under which Licensee agrees to license from Licensor certain exhibition rights in and to the pro

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sales of Equity Securities, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Number)

NextTrip Acquires JOURNY TV Channel, Expanding Its FAST Media Footprint Acquisition Accelerates NextTrip Media Growth, Strengthening Audience Reach and Advertising Opportunities

Exhibit 99.1 NextTrip Acquires JOURNY TV Channel, Expanding Its FAST Media Footprint Acquisition Accelerates NextTrip Media Growth, Strengthening Audience Reach and Advertising Opportunities Santa Fe, NM – April 7, 2025 – NextTrip, Inc. (NASDAQ: NTRP) (“NextTrip,” “we,” “our,” or the “Company”), a leading travel technology company dedicated to transforming how travelers plan, book, and experience

Asset Purchase Agreement by and between the Company and Ovation, LLC, dated April 1, 2025 (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated April 7, 2025, and incorporated herein by reference).

Exhibit 2.1 ASSET PURCHASE AGREEMENT (“APA”) This Asset Purchase Agreement (the “Agreement” or “APA”) is made and entered into as of April 1, 2025, by and between: Seller: Ovation, LLC, a Delaware limited liability company, with its principal place of business at 500 S Sepulveda Blvd., Suite 300, Los Angeles, CA 90049. Buyer: Nexttrip, Inc., a Nevada corporation, with its principal place of busine

NextTrip, Inc. 3900 Paseo del Sol Santa Fe, New Mexico 87507 (954) 526-9688 April 7, 2025

NextTrip, Inc. 3900 Paseo del Sol Santa Fe, New Mexico 87507 (954) 526-9688 April 7, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: NextTrip, Inc. Request for Withdrawal of Registration Statement on Form S-1 Filed on April 8, 2024 File No. 333-278562 Pursuant to Rule 477 of the Securities Act of 1933, as

Promissory Note by and between the Company and Alumni Capital LP, dated April 1, 2025 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 4, 2025 and incorporated herein by reference).

Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Warrant by and between the Company and Alumni Capital LP, dated April 1, 2025 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 4, 2025, and incorporated herein by reference).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Securities Purchase Agreement by and between the Company and Alumni Capital LP, dated April 1, 2025 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 4, 2025 and incorporated herein by reference).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 1, 2025, by and between NEXTTRIP, INC., a Nevada corporation, with headquarters located at 3900 Paseo del Sol Santa Fe, New Mexico 87507 (the “Company”), and ALUMNI CAPITAL LP, a Delaware limited partnership, with its address at 80 S.W. Eighth Street, 20th Floor, Miami, FL 33131 (the

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Changes in Control of Registrant, Unregistered Sales of Equity Securities, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

Unregistered Sales of Equity Securities, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Shareholder Director Nominations

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Number)

NextTrip Strengthens Financial Position with the Conversion of $2.6 Million in Short-Term Debt to Restricted Equity Before its Fiscal Year-End Provides for a Stronger Balance Sheet and Greater Financial Flexibility to Focus on Scaling Innovative Trav

Exhibit 99.1 NextTrip Strengthens Financial Position with the Conversion of $2.6 Million in Short-Term Debt to Restricted Equity Before its Fiscal Year-End Provides for a Stronger Balance Sheet and Greater Financial Flexibility to Focus on Scaling Innovative Travel Solutions Santa Fe, NM – February 28, 2025 – NextTrip, Inc. (NASDAQ: NTRP) (“NextTrip,” “we,” “our,” or the “Company”), a leading trav

Warrant to Purchase Common Stock (Cash) issued to AOS Holdings, LLC, dated as of February 26, 2025 (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on February 28, 2025, and incorporated herein by reference).

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Series I Preferred Stock Securities Purchase Agreement, dated as of February 24, 2025 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 24, 2025, between NextTrip, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set for

Certificate of Designation of Series P Nonvoting Convertible Preferred Stock (filed as Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Exhibit 3.3 CERTIFICATE OF DESIGNATION OF NEXTTRIP, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes SERIES P NONVOTING CONVERTIBLE PREFERRED STOCK The undersigned, William Kerby, Chief Executive Officer, does hereby certify that: 1. He is the President and Chief Executive Officer of NextTrip, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation is authorized to issue

Consulting Agreement, dated as of February 26, 2025, by and between AOS Holdings LLC and the Company (filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Exhibit 10.7 CORPORATE CONSULTING SERVICES AGREEMENT This Corporate Consulting Services Agreement (the “Agreement”) is made and entered into as of the last date set forth on the signature page hereof (the “Effective Date”), by and between AOS Holdings, LLC (the “Consultant”), a Indiana corporation whose address is 4310 Guion Road, Indianapolis IN. 46254 NextTrip, Inc. (NASDAQ: NTRP) (“the “Company

Equity Investment Agreement, dated as of February 26, 2025, by and between AOS Holdings LLC and the Company (filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Exhibit 10.5 Equity Investment Agreement Between AOS Holdings LLC 4310 Guion Road, Indianapolis IN 46254 (the” Investor”) And NextTrip Inc. 3900 Paseo del Sol Santa Fe, New Mexico 87507 (the “Issuer”) Whereas The Parties recognize that an equity investment in NextTrip is both strategically timely and beneficial to the Issuer prior to the Issuers year end of February 28th, 2025: AND Whereas the Inv

Amendment to Certificate of Designation of Series L Nonvoting Convertible Preferred Stock (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Exhibit 3.2

Related Party Debt Conversion Agreement, dated as of February 24, 2025, by and between the Company and William Kerby (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Exhibit 10.3 DEBT CONVERSION AGREEMENT This Debt Conversion Agreement (the “Agreement”) is entered into effective as of as of February 24, 2025 by and between the investor on the signature page hereto (“Investor”) and NextTrip, Inc., a Nevada corporation (the “Company”), with reference to the following facts: WHEREAS, Investor has deferred salary of $610,500.06 as of January 31, 2025, of which the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2025 NextTrip, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Num

Debt Conversion Agreement, dated as of February 24, 2025, by and between the Company and Greg Miller (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Exhibit 10.2 DEBT CONVERSION AGREEMENT This Debt Conversion Agreement (the “Agreement”) is entered into effective as of February 24, 2025 by and between the investor on the signature page hereto (“Investor”) and NextTrip, Inc., a Nevada corporation (the “Company”), with reference to the following facts: WHEREAS, the Company is indebted to the Investor for certain unpaid past salary, of which the C

Warrant to Purchase Common Stock issued to Greg Miller, dated as of February 24, 2025 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 28, 2025, and incorporated herein by reference).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Warrant to Purchase Common Stock (Cashless) issued to AOS Holdings, LLC, dated as of February 26, 2025 (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on February 28, 2025, and incorporated herein by reference).

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Unaudited Pro Forma Condense Balance Sheet of NextTrip, Inc.

Exhibit 99.1 Unaudited Pro Forma Condense Balance Sheet of NextTrip, Inc. November 30, 2024 Pro Forma Adjustments Note Reference As Adjusted November 30, 2024 Cash and Cash Equivalents $ 15,385 $ 3,326,995 (1) (4) (6) (9) (10) (13) (14) (17) (22) $ 3,342,380 Total Other Current Assets $ 1,509,126 $ 450,220 (2) (4) (7) (11) (16) (21) $ 1,959,346 Total Non-Current Assets $ 3,454,240 $ 4,287,250 (13)

Warrant to Purchase Common Stock issued to AOS Holdings, LLC, dated as of February 26, 2025 (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on February 28, 2025, and incorporated herein by reference).

Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Debt Exchange Agreement, dated as of February 26, 2025, by and between AOS Holdings LLC and the Company (filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Exhibit 10.6 Debt Exchange Agreement Between AOS Holdings LLC 4310 Guion Road, Indianapolis IN 46254 (the” Investor”) And NextTrip Inc. 3900 Paseo del Sol Santa Fe, New Mexico 87507 (the “Issuer”) Whereas the parties have entered into an agreement whereby AOS (the Investor) has loaned NextTrip $1,000,000 (the Issuer) as of December 19th 2024 along with prepaid Interest of $150,000 in Preferred I s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2025 NextTrip, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Num

Related Party Debt Conversion Agreement, dated as of February 24, 2025, by and between the Company and Donald P. Monaco (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Exhibit 10.4 DEBT CONVERSION AGREEMENT This Debt Conversion Agreement (the “Agreement”) is entered into effective as of February 24, 2025 by and between the investor on the signature page hereto (“Investor”) and NextTrip, Inc., a Nevada corporation (the “Company”), with reference to the following facts: WHEREAS, Investor has loaned certain funds to the Company as described in those certain unsecur

Amendment to Certificate of Designation of Series I Convertible Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 28, 2025 and incorporated herein by reference).

Exhibit 3.1

NextTrip and Blue Fysh Announce Strategic Partnership and Share Exchange Agreement to Drive Mutual Growth Enables Expanded Audience Reach, Increased Advertising Revenue, Enhanced Sales Efforts, Increased Brand Awareness and Other Strategic Partnershi

Exhibit 99.1 NextTrip and Blue Fysh Announce Strategic Partnership and Share Exchange Agreement to Drive Mutual Growth Enables Expanded Audience Reach, Increased Advertising Revenue, Enhanced Sales Efforts, Increased Brand Awareness and Other Strategic Partnership Opportunities SUNRISE, FL — February 27, 2025 – NextTrip, Inc. (NASDAQ: NTRP) (“NextTrip,” “we,” “our,” or the “Company”), a leading tr

Withdrawal of Certificate of Designation of Series A Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 27, 2025 and incorporated herein by reference).

Exhibit 3.1

Share Exchange Agreement by and between the Company and Blue Fysh Holdings, Inc., dated February 24, 2025 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 27, 2025 incorporated herein by reference).

Exhibit 10.1 SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of February 24, 2025 (the “Effective Date”), is entered into by and among i) NextTrip, Inc., a Nevada corporation (“Purchaser” or “Nexttrip”); and ii) Blue Fysh Holdings Inc. a Florida corporation with headquarters located at12210 SW Main St Portland OR97223 (“Seller” or BF” or “Blue Fysh”). Each of BF

Withdrawal of Certificate of Designation of Series G Preferred Stock (filed as Exhibit 3.5 to the Company’s Current Report on Form 8-K filed on February 27, 2025 and incorporated herein by reference).

Exhibit 3.5

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Num

Withdrawal of Certificate of Designation of Series C Preferred Stock (filed as Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on February 27, 2025 and incorporated herein by reference).

Exhibit 3.3

Withdrawal of Certificate of Designation of Series D Preferred Stock (filed as Exhibit 3.4 to the Company’s Current Report on Form 8-K filed on February 27, 2025 and incorporated herein by reference).

Exhibit 3.4

Withdrawal of Certificate of Designation of Series B Preferred Stock (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on February 27, 2025 and incorporated herein by reference).

Exhibit 3.2

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Num

NextTrip Appoints John McMahon as Chief Operating Officer – Travel, Expands into Cruise Industry with Five Star Alliance Proven Industry Leader Brings Deep Relationships and Extensive Expertise Across all Facets of Leisure, Travel and Tourism Five St

Exhibit 99.1 NextTrip Appoints John McMahon as Chief Operating Officer – Travel, Expands into Cruise Industry with Five Star Alliance Proven Industry Leader Brings Deep Relationships and Extensive Expertise Across all Facets of Leisure, Travel and Tourism Five Star Alliance Now Directing Group Booking Inquiries to NextTrip NextTrip to Launch New Cruise Booking Engine in the First Half of 2025 SUNR

NextTrip Invests in Luxury Travel Brand Five Star Alliance to secure 49% Stake with an Option to Purchase Remaining 51% Transaction Strengthens NextTrip’s Platform, Unlocks New Integration and Growth Opportunities Five Star Senior Management to Join

Exhibit 99.1 NextTrip Invests in Luxury Travel Brand Five Star Alliance to secure 49% Stake with an Option to Purchase Remaining 51% Transaction Strengthens NextTrip’s Platform, Unlocks New Integration and Growth Opportunities Five Star Senior Management to Join NextTrip to Help Define Key Areas of Synergy and Revenue Acceleration in Both Travel and Media Santa Fe, NM – February 6, 2024 – NextTrip

NextTrip Closes on 49% Stake in Five Star Alliance Secures Option to Acquire Full Ownership

Exhibit 99.2 NextTrip Closes on 49% Stake in Five Star Alliance Secures Option to Acquire Full Ownership Santa Fe, NM – February 11, 2025 – NextTrip, Inc. (NASDAQ: NTRP) (“NextTrip” or the “Company”), a leading travel technology company, today announced it has closed its previously announced acquisition of a 49% stake in Five Star Alliance, a premier luxury travel agency. As part of the transactio

Membership Interest Purchase Agreement, by and among NextTrip, Inc., FSA Travel, LLC, John McMahon, as Majority Member, and the other Signatories thereto, dated February 6, 2025 (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated February 11, 2025, and incorporated herein by reference).

Exhibit 2.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG NEXTTRIP, INC., FSA TRAVEL, LLC, JOHN MCMAHON, AS MAJORITY MEMBER, AND THE OTHER SIGNATORIES HERETO DATED AS OF FEBRUARY 6, 2025 TABLE OF CONTENTS RECITALS 6 ARTICLE I: DEFINITIONS 6 ARTICLE II: ISSUANCE; PURCHASE; CLOSING 13 Section 2.1 Issuance, Purchase and Sale. 13 Section 2.2 Purchase Price. 14 Section 2.3 Closing. 17 Section 2.4

Completion of Acquisition or Disposition of Assets, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Certificate of Designation of Series O Nonvoting Convertible Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed February 11, 2025 and incorporated herein by reference).

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF NEXTTRIP, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes SERIES O NONVOTING CONVERTIBLE PREFERRED STOCK The undersigned, William Kerby, Chief Executive Officer, does hereby certify that: 1. He is the President and Chief Executive Officer of NextTrip, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation is authorized to issue

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Form of Warrant.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Certificate of Designation of Series N Nonvoting Convertible Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed January 31, 2025 and incorporated herein by reference).

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF NEXTTRIP, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes SERIES N NONVOTING CONVERTIBLE PREFERRED STOCK The undersigned, William Kerby, Chief Executive Officer, does hereby certify that: 1. He is the President and Chief Executive Officer of NextTrip, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation is authorized to issue

Form of Series N Preferred Stock Securities Purchase Agreement, dated as of January 28, 2025 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed January 31, 2025, and incorporated herein by reference).

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January [], 2025, between NextTrip, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fort

Amendment No. 1 to Forbearance Agreement, dated as of January 31, 2025, by and between NextTrip Holdings, Inc. and NextTrip, Inc. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 31, 2025, and incorporated herein by reference).

Exhibit 10.1 AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT This Amendment No. 1 (this “Amendment”) to that certain Forbearance Agreement, dated December 9, 2024 (the “Forbearance Agreement”), is made and entered into effective as of January 31, 2025 (the “Effective Date”) by and among NextTrip Holdings, Inc. (“Holdings”) via William Kerby, in his capacity as the representative of Holdings shareholders

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Shareholder Director Nominations

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction (Commission (IRS Employer of Incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-38015 NEXTTRIP, INC. (Exact name of registrant

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2025 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Form of Series M Preferred Stock Securities Purchase Agreement, dated as of December 31, 2024 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed January 3, 2025, and incorporated herein by reference).

Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 31, 2024, between NextTrip, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set for

Form of Related Party Debt Conversion Agreement, dated as of December 31, 2024.

Exhibit 10.4 DEBT CONVERSION AGREEMENT This Debt Conversion Agreement (the “Agreement”) is entered into effective as of as of December 31, 2024 by and between the investor on the signature page hereto (“Investor”) and NextTrip, Inc., a Nevada corporation (the “Company”), with reference to the following facts: WHEREAS, Investor has loaned certain funds to the Company as described in those certain u

Form of Cashless Warrant.

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Certificate of Designation of Series M Nonvoting Convertible Preferred Stock (filed as Exhibit 3.4 to the Company’s Current Report on Form 8-K filed January 3, 2025 and incorporated herein by reference).

Exhibit 3.4 CERTIFICATE OF DESIGNATION OF NEXTTRIP, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes SERIES M NONVOTING CONVERTIBLE PREFERRED STOCK The undersigned, William Kerby, Chief Executive Officer, does hereby certify that: 1. He is the President and Chief Executive Officer of NextTrip, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation is authorized to issue

Unsecured Promissory Note, dated as of December 31, 2024 (filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K filed January 3, 2025, and incorporated herein by reference).

Exhibit 10.7 PROMISSORY NOTE December 31, 2024 FOR $220,000 (Two Hundred Twenty Thousand Dollars) RECEIVED, the undersigned, NextTrip, Inc., a Nevada corporation, at 3900 Paseo del Sol, Santa Fe, New Mexico 87507 (the “Maker” or the “Company”), hereby unconditionally promises to pay to the order of (the “Payee”), the principal and the premium thereon as provided in this Promissory Note (the “Note”

Form of Debt Conversion Agreement, dated as of December 31, 2024.

Exhibit 10.5 DEBT CONVERSION AGREEMENT This Debt Conversion Agreement (the “Agreement”) is entered into effective as of as of December 31, 2024 by and between the investor on the signature page hereto (“Investor”) and NextTrip, Inc., a Nevada corporation (the “Company”), with reference to the following facts: WHEREAS, Investor has loaned certain funds to the Company as described in those certain p

Form of Half Cashless Warrant.

Exhibit 4.3 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF (a) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OR (b) AN OPINION REASONABLY SATISFACTORY TO NEXTTRIP, INC., FROM COUNSEL FOR NEXTTRIP, INC., OR FROM COUNSEL FOR THE PROPOSED TRANSFEROR REASONABLY SATISFACTORY TO NEXTTRIP, INC., TO THE EFF

Certificate of Designation of Series J Nonvoting Convertible Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed January 3, 2025 and incorporated herein by reference).

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF NEXTTRIP, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes SERIES J NONVOTING CONVERTIBLE PREFERRED STOCK The undersigned, William Kerby, Chief Executive Officer, does hereby certify that: 1. He is the President and Chief Executive Officer of NextTrip, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation is authorized to issue

Form of Series J Preferred Stock Securities Purchase Agreement, dated as of December 31, 2024 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 3, 2025, and incorporated herein by reference).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 31, 2024, between NextTrip, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set for

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2024 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Num

Unsecured Promissory Note, dated as of December 31, 2024.

Exhibit 10.6 PROMISSORY NOTE $1,000,000 [Date] For value received, the undersigned, NextTrip, Inc. at address 3900 Paseo del Sol, Santa Fe NM 87507 (the “Borrower”), promises to pay (the “Lender”), the sum of $1,000,000 plus an interest rate of 15% per annum prepaid interest. The Parties further agree that all Interest on the loan will be prepaid in the form of $150,000 of NextTrip Inc. Preferred

Registration Rights Agreement, dated as of December 31, 2024 (filed as Exhibit 10.8 to the Company’s Current Report on Form 8-K filed January 3, 2025, and incorporated herein by reference).

Exhibit 10.8 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December , 2024, is entered into by and among NEXTTRIP, INC., a Nevada corporation (the “Company”), and (the “Investor” and collectively together with its respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respectiv

Certificate of Designation of Series L Nonvoting Convertible Preferred Stock (filed as Exhibit 3.3 to the Company’s Current Report on Form 8-K filed January 3, 2025 and incorporated herein by reference).

Exhibit 3.3 CERTIFICATE OF DESIGNATION OF NEXTTRIP, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes SERIES L NONVOTING CONVERTIBLE PREFERRED STOCK The undersigned, William Kerby, Chief Executive Officer, does hereby certify that: 1. He is the President and Chief Executive Officer of NextTrip, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation is authorized to issue

Form of Series K Preferred Stock Securities Purchase Agreement, dated as of December 31, 2024 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed January 3, 2025, and incorporated herein by reference).

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 31, 2024, between NextTrip, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set for

Certificate of Designation of Series K Nonvoting Convertible Preferred Stock (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed January 3, 2025 and incorporated herein by reference).

Exhibit 3.2 CERTIFICATE OF DESIGNATION OF NEXTTRIP, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes SERIES K NONVOTING CONVERTIBLE PREFERRED STOCK The undersigned, William Kerby, Chief Executive Officer, does hereby certify that: 1. He is the President and Chief Executive Officer of NextTrip, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation is authorized to issue

Form of Cash Warrant.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Third-Party Investor Promissory Note.

Exhibit 10.38 PROMISSORY NOTE $[] [Date] For value received, the undersigned, NextTrip, Inc. at address 3900 Paseo del Sol, Santa Fe NM 87507 (the “Borrower”), promises to pay [Name] at address [Address] (the “Lender”), the sum of $[] plus a premium of $[] (total sum of $[]). I. TERMS OF REPAYMENT A. Payments Any unpaid principal shall be payable in full by [Date] (the “Due Date”). B. Application

Form of First Amendment to Unsecured Line of Credit Promissory Note.

Exhibit 10.37 FIRST AMENDMENT TO UNSECURED PROMISSORY NOTE This First Amendment to Unsecured Promissory Note (this “First Amendment”) is entered into by and between NextTrip Holdings, Inc., a Florida corporation (the “Company”), and [], [an Individual] [a [State] corporation] (the “Holder”). The Holder and the Company are hereinafter sometimes referred to collectively as the “Parties,” and individ

Form of Third-Party Investor Warrant.

Exhibit 10.39 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

Form of Related Party Unsecured Promissory Note.

Exhibit 10.36 UNSECURED PROMISSORY NOTE $[] [Date] Sunrise, Florida For value received, NextTrip Holdings, Inc., a Florida corporation (the “Company”), promises to pay to [Name] and/or [Name], as applicable, each an individual (each, a “Holder,” and together, the “Holders”), the principal sum of $[], or such lesser amount as is advanced by the respective Holder and outstanding hereunder. Interest

As filed with the Securities and Exchange Commission on December 16, 2024

As filed with the Securities and Exchange Commission on December 16, 2024 Registration No.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2024 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Forbearance Agreement dated as of December 9, 2024 by and between NextTrip Holdings, Inc. and NextTrip, Inc. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 13, 2024 and incorporated herein by reference).

Exhibit 10.1 FORBEARANCE AGREEMENT This FORBEARANCE AGREEMENT (the “Agreement”), dated as of December 9, 2024, is by and among NextTrip Holdings, Inc. (“Holdings”) via William Kerby, in the capacity as the representative of Holdings shareholders (the “Holdings Representative”) and NextTrip, Inc. (fka Sigma Additive Solutions, Inc.) (the “Company”). Holdings and the Company are collectively referre

Investor Presentation, dated November 11, 2024.

Exhibit 99.1

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) NextTrip, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.001 pe

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2024 NextTrip, Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 001-38015 27-1865814 (State or Other Jurisdiction of Incorporation) (Commission File Num

As filed with the Securities and Exchange Commission on November 12, 2024

As filed with the Securities and Exchange Commission on November 12, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-38015 NEXTTRIP, INC. (Exact name of registrant a

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 2, 2024 NextTrip, Inc. (Exact name of registrant as specified in its charter) Nevada 001-38015 27-1865814 (State or other jurisdiction of incorporation or organization) (C

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) NextTrip, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.001 pe

As filed with the Securities and Exchange Commission on October 1, 2024

As filed with the Securities and Exchange Commission on October 1, 2024 Registration No.

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 19, 2024 NextTrip, Inc. (Exact name of registrant as specified in its charter) Nevada 001-38015 27-1865814 (State or other jurisdiction of incorporation or organization)

Promissory Note by and between the Company and Alumni Capital LP, dated September 19, 2024(filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated September 25, 2024 and incorporated herein by reference).

Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Warrant by and between the Company and Alumni Capital LP, dated September 19, 2024 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated September 25, 2024 and incorporated herein by reference).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Securities Purchase Agreement by and between the Company and Alumni Capital LP, dated September 19, 2024 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 25, 2024 and incorporated herein by reference).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 19, 2024, by and between NEXTTRIP, INC., a Nevada corporation, with headquarters located at 3900 Paseo del Sol Santa Fe, New Mexico 87507 (the “Company”), and ALUMNI CAPITAL LP, a Delaware limited partnership, with its address at 80 S.W. Eighth Street, 20th Floor, Miami, FL 33131

Securities Purchase Agreement by and between the Company and Alumni Capital LP, dated September 19, 2024 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K dated September 25, 2024 and incorporated herein by reference).

Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”), dated as of September 19, 2024, by and between NextTrip, Inc., a Nevada corporation (the “Company”), and Alumni Capital LP, a Delaware limited partnership (the “Investor”). RECITALS WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, an

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 18, 2024 NextTrip, Inc. (Exact name of registrant as specified in its charter) Nevada 001-38015 27-1865814 (State or other jurisdiction of incorporation or organization)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-38015 NEXTTRIP, INC. (Exact name of registrant as s

NextTrip, Inc. Compensation Recovery Policy**

Exhibit 97.1 NEXTTRIP, INC. CLAWBACK POLICY Introduction The Board of Directors (the “Board”) of Sigma Additive Solutions, Inc. (the “Company”) has adopted this policy (this “Policy”) to provide for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws.

Warrant to Purchase Common Stock issued January 26, 2023 (filed as Exhibit 4.15 to the Company’s Annual Report on Form 10-K filed on September 4, 2024, and incorporated by reference herein).

Exhibit 4.15 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

NextTrip Inc’s Insider Trading Policy**

Exhibit 19.1 NEXTTRIP, INC. Insider Trading Policy Effective February 1, 2024 This Insider Trading Policy provides the standards of NextTrip, Inc. (the “Company”) on trading and causing the trading of the Company’s securities or securities of other publicly-traded companies while in possession of confidential information. This Policy is divided into two parts: Part I prohibits trading in certain c

Retention Bonus and Change in Control Agreement, dated as of January 26, 2023, entered into by Sigma Additive Solutions, Inc. and Frank Orzechowski (filed as Exhibit 10.23 to the Company’s Annual Report on Form 10-K filed on September 4, 2024, and incorporated by reference herein).

Exhibit 10.23 RETENTION BONUS AND CHANGE IN CONTROL AGREEMENT This Retention Bonus and Change in Control Agreement is entered into on January 26, 2023 by and between Sigma Additive Solutions, Inc. (formerly, Sigma Labs, Inc.), a Nevada corporation (the “Company”), and Frank Orzechowski (the “Executive”), with reference to the following: RECITALS A. The Company believes that it is in the best inter

Retention Bonus and Change in Control Agreement, dated as of January 26, 2023, entered into by Sigma Additive Solutions, Inc. and Jacob Brunsberg (filed as Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed on September 4, 2024, and incorporated by reference herein).

Exhibit 10.22 RETENTION BONUS AND CHANGE IN CONTROL AGREEMENT This Retention Bonus and Change in Control Agreement is entered into on January 26, 2023 by and between Sigma Additive Solutions, Inc. (formerly, Sigma Labs, Inc.), a Nevada corporation (the “Company”), and Jacob Brunsberg (the “Executive”), with reference to the following: RECITALS A. The Company believes that it is in the best interes

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 29, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38015 NEXTTRIP, INC. (Exact nam

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 17, 2024 NextTrip, Inc. (Exact name of registrant as specified in its charter) Nevada 001-38015 27-1865814 (State or other jurisdiction of incorporation or organization) (Com

NextTrip, Inc. Receives Nasdaq Notification Regarding Late 10-Q Filing and Continued Listing Requirements

Exhibit 99.1 NextTrip, Inc. Receives Nasdaq Notification Regarding Late 10-Q Filing and Continued Listing Requirements SUNRISE, FL — July 19, 2024 — NextTrip, Inc. (NASDAQ:NTRP) (“NextTrip,” “we,” “our,” or the “Company”), a travel technology company, received a notice (the “Notice”) from the listing qualifications department of the Nasdaq Stock Market LLC (“Nasdaq”) on July 17, 2024 stating the C

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 18, 2024 NextTrip, Inc. (Exact name of registrant as specified in its charter) Nevada 001-38015 27-1865814 (State or other jurisdiction of incorporation or organization) (Com

NextTrip Taps Dooya Media Group To Launch Compass.TV Dynamic Content-to-Commerce FAST Channel Reinvents Monetization Models

Exhibit 99.1 NextTrip Taps Dooya Media Group To Launch Compass.TV Dynamic Content-to-Commerce FAST Channel Reinvents Monetization Models Sunrise, FL – July 18, 2024 – NextTrip, Inc. (NASDAQ: NTRP) (“NextTrip,” “we,” “our,” or the “Company”), a travel technology company, today announced that it has partnered with OTT (“over-the-top”) services company Dooya Media Group (DMG) to deliver Compass.TV, a

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 17, 2024 NextTrip, Inc. (Exact name of registrant as specified in its charter) Nevada 001-38015 27-1865814 (State or other jurisdiction of incorporation or organization) (Com

NextTrip, Inc Receives Nasdaq Notification Regarding Late 10K Filing and Continued Listing Requirements

Exhibit 99.1 NextTrip, Inc Receives Nasdaq Notification Regarding Late 10K Filing and Continued Listing Requirements SUNRISE, FL — June 21, 2024 — NextTrip, Inc. (NASDAQ:NTRP) (“NextTrip”, “we,” “our,” or the “Company”), a travel technology company, has received a notice (the “Notice”) from the listing qualifications department of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: February 28, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Pe

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) NextTrip, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.001 pe

As filed with the Securities and Exchange Commission on April 8, 2024

As filed with the Securities and Exchange Commission on April 8, 2024 Registration No.

Unsecured Line of Credit Promissory Note by and between NextTrip Holdings, Inc. and William Kerby and Donald Monaco, dated as of March 18, 2024 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 22, 2024 and incorporated herein by reference).

Exhibit 10.1 UNSECURED PROMISSORY NOTE $500,000 March 18, 2024 Sunrise, Florida For value received, NextTrip Holdings, Inc., a Florida corporation (the “Company”), promises to pay to William Kerby and/or Donald Monaco, as applicable, each an individual (each, a “Holder,” and together, the “Holders”), the principal sum of $500,000, or such lesser amount as is advanced by the respective Holder and o

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 18, 2024 NextTrip, INC. (Exact name of registrant as specified in its charter) Nevada 001-38015 27-1865814 (State or other jurisdiction of incorporation or organization) (Co

Certificate of Amendment, effective March 13, 2024 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed March 12, 2024 and incorporated herein by reference).

Exhibit 3.1

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 8, 2024 SIGMA ADDITIVE SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Nevada 001-38015 27-1865814 (State or other jurisdiction of incorporation or or

Sigma Additive Solutions, Inc. Announces Transition to NextTrip, Inc. Corporate Name Change Reflects Strategic Business Transition Following Acquisition of Travel Technology Company NextTrip Holdings, Inc. NextTrip, Inc. to Begin Trading on the Nasda

Exhibit 99.1 Sigma Additive Solutions, Inc. Announces Transition to NextTrip, Inc. Corporate Name Change Reflects Strategic Business Transition Following Acquisition of Travel Technology Company NextTrip Holdings, Inc. NextTrip, Inc. to Begin Trading on the Nasdaq Capital Market Under New Ticker Symbol “NTRP” on March 13, 2024 Santa Fe, NM – March 12, 2024 – Sigma Additive Solutions, Inc. (NASDAQ:

Unsecured Promissory Note by and between NextTrip Holdings, Inc. and William Kerby, dated as of February 29, 2024 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 1, 2024 and incorporated herein by reference).

Exhibit 10.1 UNSECURED PROMISSORY NOTE $391,776.54 February 29, 2024 Sunrise, Florida For value received, NextTrip Holdings, Inc., a Florida corporation (the “Company”), promises to pay to William Kerby, an individual (the “Holder”), the principal sum of $391,776.54. Interest shall accrue from the date of this Unsecured Promissory Note (the “Note”) on the unpaid principal amount at a rate equal to

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 29, 2024 SIGMA ADDITIVE SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Nevada 001-38015 27-1865814 (State or other jurisdiction of incorporation o

Form of Warrant (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated February 22, 2024 and incorporated herein by reference).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Letter from TPS Thayer LLC to the Securities and Exchange Commission, dated February 22, 2024

Exhibit 16.1 February 22, 2024 United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Commissioners: We have read the statements under item 4.01 of the Current Report on Form 8-K of Sigma Additive Solutions, Inc. (copy attached), which we understand will be filed with the Securities and Exchange Commission on or about February 22, 2024. We agree with the statements

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 15, 2024 SIGMA ADDITIVE SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Nevada 001-38015 27-1865814 (State or other jurisdiction of incorporation o

Certificate of Designation of Series I Convertible Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed February 22, 2024 and incorporated herein by reference).

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SIGMA ADDITIVE SOLUTIONS, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes SERIES I CONVERTIBLE PREFERRED STOCK The undersigned, William Kerby, Chief Executive Officer, does hereby certify that: 1. He is the President and Chief Executive Officer of Sigma Additive Solutions, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation i

Form of Securities Purchase Agreement, dated as of February 15, 2024 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 22, 2024 and incorporated herein by reference).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 15, 2024, between Sigma Additive Solutions, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and co

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 12, 2024 SIGMA ADDITIVE SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Nevada 001-38015 27-1865814 (State or other jurisdiction of incorporation o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

Perpetual License Agreement, by and among the Company, NextTrip Holdings, Inc. and Promethean TV, Inc., dated as of January 26, 2024. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 30, 2024 and incorporated herein by reference).

Exhibit 10.1 PROMETHEAN TV, INC. PERPETUAL LICENSE AGREEMENT THIS PERPETUAL LICENSE AGREEMENT (this “Agreement”) is made and entered into this 26th day of January, 2024 (the “Effective Date”) by and between Promethean TV, Inc., a Delaware corporation (“Promethean”), NextTrip Holdings, Inc., a Florida corporation (“NextTrip”) and Sigma Additive Solutions, Inc., the parent corporation of NextTrip (“

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 26, 2024 SIGMA ADDITIVE SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Nevada 001-38015 27-1865814 (State or other jurisdiction of incorporation or

Certificate of Designation of Series G Convertible Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed January 30, 2024 and incorporated herein by reference).

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SIGMA ADDITIVE SOLUTIONS, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes SERIES G CONVERTIBLE PREFERRED STOCK The undersigned, William Kerby, Chief Executive Officer, does hereby certify that: 1. He is the President and Chief Executive Officer of Sigma Additive Solutions, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation i

Certificate of Designation of Series H Convertible Preferred Stock (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed January 30, 2024 and incorporated herein by reference).

Exhibit 3.2 CERTIFICATE OF DESIGNATION OF SIGMA ADDITIVE SOLUTIONS, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes SERIES H CONVERTIBLE PREFERRED STOCK The undersigned, William Kerby, Chief Executive Officer, does hereby certify that: 1. He is the President and Chief Executive Officer of Sigma Additive Solutions, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 12, 2024 SIGMA ADDITI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 12, 2024 SIGMA ADDITIVE SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Nevada 001-38015 27-1865814 (State or other jurisdiction of incorporation or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 29, 2023 SIGMA ADD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 29, 2023 SIGMA ADDITIVE SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Nevada 001-38015 27-1865814 (State or other jurisdiction of incorporation

Sigma Additive Solutions Completes Quality Assurance Software Asset Sale to Divergent Technologies Company Focus Transitions to NextTrip and Travel Operations with Clean Balance Sheet

Exhibit 99.1 Sigma Additive Solutions Completes Quality Assurance Software Asset Sale to Divergent Technologies Company Focus Transitions to NextTrip and Travel Operations with Clean Balance Sheet Santa Fe, NM – January 16, 2024 – Sigma Additive Solutions, Inc. (NASDAQ:SASI) (“Sigma”, “we,” “our,” or the “Company”) today announced it has closed the sale of intellectual property assets related to i

NextTrip Group, LLC Condensed Consolidated Financial Statements For the three and nine months ended November 30, 2023 and 2022 Expressed in United States Dollars TABLE OF CONTENTS

Exhibit 99.1 NextTrip Group, LLC Condensed Consolidated Financial Statements For the three and nine months ended November 30, 2023 and 2022 Expressed in United States Dollars TABLE OF CONTENTS Description Page Condensed Consolidated Balance Sheets (unaudited) 3 Condensed Consolidated Statements of Operations (unaudited) 4 Condensed Consolidated Statements of Changes in Members’ Equity/Deficit (una

UNAUDITED CONDENSED COMBINED PRO FORMA FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED CONDENSED COMBINED PRO FORMA FINANCIAL INFORMATION We are providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the Acquisition. The following unaudited pro forma condensed combined financial information presents the combination of the financial information of Sigma and NextTrip adjusted t

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 29, 2023 SIGMA ADDITIVE SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Nevada 001-38015 27-1865814 (State or other jurisdiction of incorporation

NEXTTRIP GROUP, LLC CONDENSED CONSOLIDATED BALANCE SHEETS As of August 31, 2023 and February 28, 2023

Exhibit 99.2 NEXTTRIP GROUP, LLC CONDENSED CONSOLIDATED BALANCE SHEETS As of August 31, 2023 and February 28, 2023 (Unaudited) August 31, 2023 February 28, 2023 ASSETS: Cash $ 105,902 $ 282,475 Receivables 5,000 - Receivables – related party, net 1,992,630 1,933,908 Prepaid expenses and other current assets 42,727 8,613 Total Current Assets 2,146,259 2,224,996 Non-Current assets Property and equip

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Members of NextTrip Group, LLC Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of NextTrip Group, LLC (the Company) as of February 28, 2023 and 2022, and the related consolidated statements of operations, changes in members’ equity, and cash flows for

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 4, 2024 SIGMA ADDITIV

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 4, 2024 SIGMA ADDITIVE SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Nevada 001-38015 27-1865814 (State or other jurisdiction of incorporation or

Certificate of Designation of Series F Convertible Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed January 9, 2024 and incorporated herein by reference).

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SIGMA ADDITIVE SOLUTIONS, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes SERIES F CONVERTIBLE PREFERRED STOCK The undersigned, William Kerby, Chief Executive Officer, does hereby certify that: 1. He is the President and Chief Executive Officer of Sigma Additive Solutions, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 29, 2023 SIGMA ADDIT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 29, 2023 SIGMA ADDITIVE SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Nevada 001-38015 27-1865814 (State or other jurisdiction of incorporation o

Employment letter agreement dated December 29, 2023 between Sigma Additive Solutions, Inc. and William Kerby (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 3, 2024 and incorporated herein by reference). #

EXHIBIT 10.1 December 29, 2023 William Kerby Dear William: This letter agreement (this “Agreement”) is entered into between William Kerby (“you” or “Executive”) and Sigma Additive Solutions, Inc., a Nevada corporation (the “Company”). This Agreement shall be effective December 29, 2023. This Agreement confirms the current terms and conditions of your employment with the Company. This Agreement sup

Sigma Additive Solutions Completes Acquisition of Travel Technology Company NextTrip Holdings Sigma Additive Solutions Shareholders Approved Proposals Enabling Acquisition of NextTrip Holdings, Inc. on December 28, 2023 NextTrip Specializes in Using

EXHIBIT 99.1 Sigma Additive Solutions Completes Acquisition of Travel Technology Company NextTrip Holdings Sigma Additive Solutions Shareholders Approved Proposals Enabling Acquisition of NextTrip Holdings, Inc. on December 28, 2023 NextTrip Specializes in Using Proprietary Technology, Analytics and Strategic Partnerships to Provide Specialized Solutions in Leisure, Wellness and Business Travel Sa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 28, 2023 SIGMA ADDIT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 28, 2023 SIGMA ADDITIVE SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Nevada 001-38015 27-1865814 (State or other jurisdiction of incorporation o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 7, 2023 SIGMA ADDITI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 7, 2023 SIGMA ADDITIVE SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Nevada 001-38015 27-1865814 (State or other jurisdiction of incorporation or

December 7, 2023 press release of Sigma Additive Solutions, Inc.

Exhibit 99.1 Sigma Additive Solutions Announces Filing of Definitive Proxy Statement Relating to Proposed Acquisition and Shareholder Vote Annual Meeting of Sigma Additive Solutions Shareholders will be Held on December 28, 2023, at 10:00 a.m. MT Shareholders as of the Close of Business on the Record Date of November 20, 2023, are Encouraged to Vote, Including on Key Items Relating to the Acquisit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (a

Retention Bonus and Separation Agreement between Sigma Additive Solutions and Frank Orzechowski, dated November 22, 2023 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 24, 2023 and incorporated by reference herein).

Exhibit 10.2 RETENTION BONUS AND SEPARATION AGREEMENT This Retention Bonus and Separation Agreement (this “Agreement”), dated as of November 22, 2023, is entered into by and between FRANK ORZECHOWSKI (“Executive”) and SIGMA ADDITIVE SOLUTIONS, INC, a Nevada corporation (together with its subsidiaries and affiliated companies, the “Company”). Executive and the Company are sometimes referred to indi

Retention Bonus and Separation Agreement between Sigma Additive Solutions and Jacob Brunsberg, dated November 22, 2023 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 24, 2023 and incorporated by reference herein).

Exhibit 10.1 RETENTION BONUS AND SEPARATION AGREEMENT This Retention Bonus and Separation Agreement (this “Agreement”), dated as of November 22, 2023, is entered into by and between JACOB BRUNSBERG (“Executive”) and SIGMA ADDITIVE SOLUTIONS, INC, a Nevada corporation (together with its subsidiaries and affiliated companies, the “Company”). Throughout this Agreement, Executive and the Company are s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 19, 2023 SIGMA ADDIT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 19, 2023 SIGMA ADDITIVE SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Nevada 001-38015 27-1865814 (State or other jurisdiction of incorporation o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (a

Shareholder Director Nominations, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 20, 2023 SIGMA ADDITIVE SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Nevada 001-38015 27-1865814 (State or other jurisdiction of incorporation o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-38015 SIGMA ADDITIVE SOLUTIONS, INC. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 13, 2023 SIGMA ADDIT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 13, 2023 SIGMA ADDITIVE SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Nevada 001-38015 27-1865814 (State or other jurisdiction of incorporation o

Sigma Additive Solutions Reports Third Quarter 2023 Financial Results

Exhibit 99.1 Sigma Additive Solutions Reports Third Quarter 2023 Financial Results SANTA FE, NM – November 13, 2023 – Sigma Additive Solutions, Inc. (NASDAQ:SASI) (“Sigma”, “we,” “our,” or the “Company”), a provider of quality assurance software to the commercial 3D printing industry, has reported its financial and operating results for the quarter ended September 30, 2023. Third Quarter 2023 Resu

Share Exchange Agreement dated as of October 12, 2023 among Sigma Additive Solutions, Inc., NextTrip Holdings, Inc., NextTrip Group, LLC and the NextTrip Representative (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated October 13, 2023 and incorporated herein by reference).

Exhibit 2.1 SHARE EXCHANGE AGREEMENT BY AND AMONG SIGMA ADDITIVE SOLUTIONS, INC., NEXTTRIP HOLDINGS, INC., NEXTTRIP GROUP, LLC AND WILLIAM KERBY, IN THE CAPACITY AS THE NEXTTRIP REPRESENTATIVE DATED AS OF OCTOBER 12, 2023 Table of Contents Page Article I DEFINITIONS 2 Article II SHARE EXCHANGE; CLOSING 10 Article III REPRESENTATIONS AND WARRANTIES OF THE PARENT 12 Article IV REPRESENTATIONS AND WA

Sigma Additive Solutions Announces Signing of Definitive Agreement for NextTrip Acquisition Concurrently, Sigma Additive Solutions Announces Definitive Agreement to Sell In-Process Quality Assurance Assets to Divergent Technologies, Inc.

Exhibit 99.1 Sigma Additive Solutions Announces Signing of Definitive Agreement for NextTrip Acquisition Concurrently, Sigma Additive Solutions Announces Definitive Agreement to Sell In-Process Quality Assurance Assets to Divergent Technologies, Inc. Santa Fe, NM and Sunrise, FL – October 13, 2023 – Sigma Additive Solutions, Inc. (NASDAQ:SASI) (“Sigma”, “we,” “our,” or the “Company”), a provider o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 12, 2023 SIGMA ADDITI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 12, 2023 SIGMA ADDITIVE SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Nevada 001-38015 27-1865814 (State or other jurisdiction of incorporation or

Asset Purchase Agreement dated as of October 6, 2023 between Sigma Additive Solutions, Inc. and Divergent Technologies, Inc. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 13, 2023 and incorporated herein by reference).

Exhibit 10.1

Sigma Additive Solutions Announces Signing of Definitive Agreement for NextTrip Acquisition Concurrently, Sigma Additive Solutions Announces Definitive Agreement to Sell In-Process Quality Assurance Assets to Divergent Technologies, Inc.

Exhibit 99.1 Sigma Additive Solutions Announces Signing of Definitive Agreement for NextTrip Acquisition Concurrently, Sigma Additive Solutions Announces Definitive Agreement to Sell In-Process Quality Assurance Assets to Divergent Technologies, Inc. Santa Fe, NM and Sunrise, FL – October 13, 2023 – Sigma Additive Solutions, Inc. (NASDAQ:SASI) (“Sigma”, “we,” “our,” or the “Company”), a provider o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 6, 2023 SIGMA ADDITIV

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 6, 2023 SIGMA ADDITIVE SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Nevada 001-38015 27-1865814 (State or other jurisdiction of incorporation or

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 22, 2023 SIGMA ADDITIVE SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Nevada 001-38015 27-1865814 (State or other jurisdiction of incorporation

Sigma Additive Solutions, Inc. Announces Reverse Stock Split to Regain Nasdaq Compliance and Facilitate Recently Announced Strategic Transactions

Exhibit 99.1 Sigma Additive Solutions, Inc. Announces Reverse Stock Split to Regain Nasdaq Compliance and Facilitate Recently Announced Strategic Transactions SANTA FE, NM – September 21, 2023 – Sigma Additive Solutions, Inc. (NASDAQ: SASI) (“Sigma” or the “Company”) will effect a 1-for-20 reverse stock split of its outstanding common stock to seek to regain compliance with the minimum $1.00 bid p

Certificate of Change Pursuant to NRS 78.209 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed September 22, 2023 and incorporated herein by reference).

Exhibit 3.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 17, 2023 SIGMA ADDITIV

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 17, 2023 SIGMA ADDITIVE SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Nevada 001-38015 27-1865814 (State or other jurisdiction of incorporation or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-38015 SIGMA ADDITIVE SOLUTIONS, INC. (Exact name o

Results of Operations and Financial Condition, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 14, 2023 SIGMA ADDITIVE SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Nevada 001-38015 27-1865814 (State or other jurisdiction of incorporation or

Sigma Additive Solutions Reports Second Quarter 2023 Financial Results

EXHIBIT 99.1 Sigma Additive Solutions Reports Second Quarter 2023 Financial Results SANTA FE, NM – August 14, 2023 – Sigma Additive Solutions, Inc. (NASDAQ:SASI) (“Sigma”, “we,” “our,” or the “Company”), a leading provider of quality assurance software to the commercial 3D printing industry, has reported its financial and operating results for the quarter ended June 30, 2023. Second Quarter 2023 R

Up to $1,500,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-257054 Prospectus Supplement (To Prospectus dated June 29, 2021) Up to $1,500,000 Shares of Common Stock On August 14, 2023, we entered into an at-the-market issuance sales agreement (the “sales agreement”) with Lake Street Capital Markets, LLC, as our sales agent (“Lake Street” or our “sales agent”), relating to shares of our common stock. In

At-The-Market Sales Issuance Agreement dated August 14, 2023 between Sigma Additive Solutions, Inc. and Lake Street Capital Markets, LLC (filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on August 14, 2023 and incorporated herein by reference).

EXHIBIT 1.1 sigma additive solutions, inc. Up to $1,500,000 of Common Stock AT-THE-MARKET ISSUANCE SALES AGREEMENT August 14, 2023 Lake Street Capital Markets, LLC 920 Second Avenue South, Suite 700 Minneapolis, Minnesota 55402 Ladies and Gentlemen: Sigma Additive Solutions, Inc., a Nevada corporation (the “Company”), proposes to issue and sell through Lake Street Capital Markets, LLC, as selling