NextTrip Inc 2026年季度报告

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, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-38015 (Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filerEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As ofJanuary 13, 2026, the issuer had 13,666,807 shares of common stock outstanding, inclusive of 96,774 shares of common stock classified as mezzanine equity. NEXTTRIP, INC.FORM 10-QTABLE OF CONTENTS PART I - FINANCIAL INFORMATION3ITEM 1. FINANCIAL STATEMENTS3ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS35ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK56ITEM 4. CONTROLS AND PROCEDURES56PART II - OTHER INFORMATION57ITEM 1. LEGAL PROCEEDINGS57ITEM 1A. RISK FACTORS57ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.57ITEM 3. DEFAULTS UPON SENIOR SECURITIES58ITEM 4. MINE SAFETY DISCLOSURES58ITEM 5. OTHER INFORMATION58ITEM 6. EXHIBITS58SIGNATURES592 NEXTTRIP, INC.CONDENSED CONSOLIDATED BALANCE SHEETS NEXTTRIP, INC.CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)(Unaudited) For the Three Months Ended November 30, 2025, and November 30, 2024 NEXTTRIP, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited) See accompanying notes to condensed financial statements. NEXTTRIP, INC.NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTSNovember 30, 2025 NOTE 1 - Business Description and Going Concern Sigma Additive Solutions, Inc. (“Sigma”), the legal acquiror of NextTrip Holdings, Inc., was initially incorporated as MessidorLimited in Nevada on December 23, 1985, and changed its name to Framewaves Inc. in 2001. On September 27, 2010, the name waschanged to Sigma Labs, Inc. On May 17, 2022, Sigma Labs, Inc. began doing business as Sigma Additive Solutions, and on August 9,2022, changed its name to Sigma Additive Solutions, Inc. On March 11, 2024, Sigma filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation, as amended, withthe Secretary of State of the State of Nevada, pursuant to which, effective as of 12:01 a.m. Pacific time on March 13, 2024, amongother things, Sigma’s corporate name was changed from Sigma Additive Solutions, Inc. to “NextTrip, Inc.” The Company’s corporate office is located at 3900 Paseo del Sol, Santa Fe New Mexico 87507. The consolidated financial statementsinclude the accounts of the Company’s wholly-owned subsidiaries, NextTrip Holdings Inc. incorporated on October 22, 2015,Extraordinary Vacations USA, Inc., incorporated on June 24, 2002, Five Star Alliance, LLC, organized on March 9, 2018, and TAPipeline, LLC, organized on July 1, 2021. Prior to the NextPlay Exchange Agreement, as described below, NextTrip Holdings, Inc. (“NTH”) was a wholly-owned subsidiary ofNextTrip Group, LLC (“NTG”), which in turn, was a wholly-owned subsidiary of NextPlay Technologies, Inc. (“NextPlay”). All of thebusiness operations of NTG were conducted through its subsidiaries. On January 25, 2023, NextPlay and NTG entered into anAmended and Restated Separation Agreement, Amended and Restated Operating Agreement, and Exchange Agreement (the “NextPlayExchange Agreement”), whereby NextPlay transferred its interest in the travel business to NT