As filed with the Securities and Exchange Commission on October 24, 2025. Registration No. 333-288212 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEXTTRIP, INC. (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation) Nevada 4724 27-1865814 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 3900 Paseo del Sol S ...

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 William Kerby Chief Executive Officer NextTrip, Inc. 3900 Paseo del Sol Santa Fe, New Mexico 87507 (954) 526-9688 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEXTTRIP, INC. (Exact name of ...

(State or Other Jurisdiction of Incorporation) 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) As filed with the Securities and Exchange Commission on July 29, 2025. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the followin ...

Revenue and Financial Performance - The company generated nominal revenues primarily from leisure travel bookings, including airline tickets, hotel rooms, and cruises[201]. - Revenue for the year ended February 28, 2025, was $501,423, an increase of $42,671 or 9% compared to $458,752 in 2024[239]. - Cost of revenue increased by $100,589 or 25% to $498,121 for the year ended February 28, 2025, compared to $397,532 in 2024[240]. - Operating expenses totaled $7,416,731 for the year ended February 28, 2025, an increase of $1,676,154 or 29% from $5,740,577 in 2024[241]. - Net loss from continuing operations was $10,121,038 for the year ended February 28, 2025, compared to a net loss of $6,656,837 in 2024[253]. - Net loss applicable to common shareholders totaled $10,198,684 for the year ended February 28, 2025, compared to $7,339,276 in 2024[255]. Cash Flow and Liquidity - As of February 28, 2025, the company had $1,062,367 in cash and an accumulated deficit of $34,349,823[258]. - Net cash used in operating activities from continuing operations was $5,088,498 for the year ended February 28, 2025, an increase of $32,403 or 0.6% from $5,056,095 in 2024[267]. - The company estimates it will require a minimum of $5.5 million to continue operations for the next twelve months[265]. - Net cash used in investing activities for the year ended February 28, 2025, was $(1,033,751), a decrease of $2,014,687 compared to net cash provided by investing activities of $980,936 in 2024[271]. - Net cash provided by financing activities for the year ended February 28, 2025, was $6,852,467, an increase from $4,791,804 in 2024[272]. Operational Developments - NextTrip's travel booking platform is powered by the proprietary NXT2.0 engine, offering extensive inventory for leisure, group, and business travelers[198]. - NextTrip's acquisition of Five Star Alliance provides access to over 5,000 luxury hotel properties worldwide, enhancing its luxury travel offerings[199]. - The company aims to integrate its Media and Travel divisions to enhance revenue generation, with advertising revenue expected to become a key driver of higher-margin income[201]. - NextTrip's media properties, including Travel Magazine and Journy.tv, are expected to drive high-intention traffic into the booking funnel, constituting a separate high-margin advertising revenue stream over time[198]. - The company is in the early stages of development, with current revenue streams being small and unpredictable compared to established industry leaders[202]. Receivables and Allowances - Trade accounts receivable balances as of February 28, 2025, and February 29, 2024, were $22,567 and $34,082, respectively[212]. - Receivables from NextPlay under the promissory note were $0 and $1,000,000 at February 28, 2025, and February 29, 2024, respectively, with an allowance for credit losses of $2,567,665 established due to uncertainty in collectability[213]. Expenses and Impairment - Salaries and benefits expenses rose by $1,026,176 or 64% to $2,630,663 for the year ended February 28, 2025, compared to $1,604,487 in 2024[242]. - Stock-based compensation decreased by $48,638 or 42% to $67,874 for the year ended February 28, 2025, from $116,512 in 2024[243]. - The company assesses impairment of intangible assets based on significant underperformance or changes in business strategy[229]. Market Conditions - Inflation, changing prices, and rising interest rates have had no material effect on the company's continuing operations over the last two fiscal years[273]. - The company has no off-balance sheet arrangements as defined in Item 303(a) of Regulation S-K[274]. - There are no applicable quantitative and qualitative disclosures about market risk[275].

Revenue and Financial Performance - NextTrip recognized revenue of $458,752 for the year ended February 29, 2024, an increase of $75,920, or 19.8%, compared to $382,832 in the same period in 2023[167]. - Cost of revenue for the year ended February 29, 2024, was $397,532, reflecting an increase of $42,611, or 12%, from $354,921 in the same period in 2023[168]. - Operating expenses increased by $760,811, or 15.3%, totaling $5,740,577 for the year ended February 29, 2024, compared to $4,979,766 for the previous year[169]. - Net loss from continuing operations totaled $6,656,837 for the year ended February 29, 2024, compared to a net loss of $5,033,496 for the previous year[181]. - Total net cash used in operating activities increased by $1,938,809, totaling $5,731,409 for the year ended February 29, 2024[191]. - NextTrip raised $4,791,804 in net proceeds during the year ended February 29, 2024, compared to $8,134,955 in the previous year[194]. - The company estimates a minimum requirement of $5.5 million to continue operations for the next twelve months[187]. Accounts Receivable and Allowances - Trade accounts receivable as of February 29, 2024, were $34,082, compared to $0 as of February 28, 2023[154]. - An allowance for doubtful accounts of $1,567,665 was established due to uncertainty in collectability from NextPlay under a promissory note[154]. - The loss on the promissory note receivable was $1,567,665, with a total outstanding balance of $2,567,665 from NextPlay, which is in default[172]. Expenses and Compensation - Salaries and stock-based compensation expenses decreased by $519,809, or 24.5%, totaling $1,604,487 for the year ended February 29, 2024[170]. - Stock-based compensation totaled $116,512 for the year ended February 29, 2024, compared to $0 for the previous year, due to the assumption of Sigma's stock options[171]. - General and administrative expenses decreased by $57,455, totaling $152,106 for the year ended February 29, 2024[173]. - Professional service fees increased by $806,076, or 131%, totaling $1,421,508 for the year ended February 29, 2024[174]. Business Developments and Strategy - NextTrip's proprietary booking engine, NXT2.0, was built upon a platform acquired in June 2022, which previously powered Bookit.com, generating over $400 million in annual sales in 2019[142]. - The company has shifted focus to enhancing its program offerings, including developing a booking engine platform for packaged vacations and business travel management[146]. - NextTrip completed the reverse acquisition of Sigma on December 29, 2023, with 13,001 closing shares issued to NextPlay and 486,999 contingent shares to be issued upon achieving business milestones[148]. - The company is focused on integrating the NXT2.0 technology platform to enhance booking conversion rates and serve mid- to luxury travelers[143]. Accounting Policies - NextTrip's financial statements are prepared on a consolidated basis with its wholly owned subsidiaries, following U.S. GAAP[152]. - NextTrip's revenue recognition follows ASC 606, recognizing revenue when the customer has purchased the product and the performance obligation is satisfied[162].

As filed with the Securities and Exchange Commission on April 8, 2024 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) (State or Other Jurisdiction of Incorporation) Nevada 4724 27-1865814 (Primary Standard Industrial Classification Code Number) 3900 Paseo del Sol Santa Fe, New Mexico 87507 (I.R.S. Employer Identification No.) (95 ...

Revenue Performance - Revenue for the three months ended September 30, 2023, was $141,988, a decrease of $46,257, or 25%, compared to $188,245 in the same period in 2022[112]. - Revenue for the nine months ended September 30, 2023 was $369,188, a decrease of $107,561 or 23% compared to the same period in 2022[126]. Cost of Revenue - Cost of revenue increased to $176,116 for the three months ended September 30, 2023, up $96,403, or 121%, from $79,713 in the same period in 2022[114]. - The increase in cost of revenue was primarily due to the cost of a new quad laser sold at a discounted price in the third quarter of 2023[114]. Operating Expenses - Total operating expenses for Q3 2023 were $866,199, a decrease of $1,526,757 or 64% compared to Q3 2022[115]. - Total operating expenses for the nine months ended September 30, 2023 were $4,078,912, a decrease of $2,889,167 or 42% compared to the same period in 2022[128]. - Salary and benefits costs decreased by $938,911 or 77% to $288,894 in Q3 2023, primarily due to furloughed and terminated employees[116]. - Stock-based compensation fell by $191,340 or 70% to $84,078 in Q3 2023, mainly due to forfeitures of unvested options[117]. Net Loss - Net loss applicable to common stockholders for Q3 2023 was $882,348, a decrease of $1,424,180 or 62% from Q3 2022[125]. Cash and Working Capital - Cash and working capital as of September 30, 2023, were $556,087 and $564,386 respectively, down from $2,845,931 and $3,644,522 as of December 31, 2022[141]. - Net cash used in operating activities for the nine months ended September 30, 2023 was $2,586,884, a decrease of $3,799,531 or 59.5% from the same period in 2022[143]. - For the nine months ended September 30, 2023, the net cash used in operating activities was $3,931,455, a decrease from $6,746,873 in the same period of 2022, reflecting an improvement of $2,815,418 or 41.7%[144][145]. Changes in Working Capital - Changes in working capital for 2023 included a decrease in accounts receivable by $312,620 and a decrease in inventory by $175,877, indicating improved cash collection and reduced manufacturing activity[144]. Financing Activities - The company raised $772,468 in net proceeds by selling 128,887 common shares on October 13, 2023, to fund scaled-back operations[142]. - The company raised $364,555 in net proceeds through its ATM Agreement in Q3 2023, with an additional $772,468 raised in October 2023[147]. - There were no warrant exercises during the nine months ended September 30, 2023, or September 30, 2022, indicating stable financing activity[147]. Strategic Initiatives - The company began offering its PrintRite3D platform on a subscription basis, reducing the initial cost from over $100,000 to approximately $3,000-$5,000 per month[101]. - An Asset Purchase Agreement was entered into with Divergent Technologies for a purchase price of $1,626,242, expected to close after the acquisition of NextTrip Holdings, Inc.[103]. - A Share Exchange Agreement was signed with NextTrip Holdings, Inc., where NextTrip will become a wholly owned subsidiary of Sigma, with shareholders receiving shares equal to 19.99% of Sigma's outstanding shares[105][106]. - The maximum contingent shares issuable under the Share Exchange Agreement will not exceed 6,000,000 shares, potentially reducing Sigma shareholders' ownership to approximately 9.8% post-issuance[108]. - The company is focusing on building strategic partnerships and expanding its partner ecosystem to enhance customer success[101]. Allowance for Doubtful Accounts - The company has established an allowance for doubtful accounts of $115,000 as of September 30, 2023, compared to $0 in the same period in 2022[94]. Non-Cash Expenses - The company reported non-cash expenses of $511,763 in 2023, which included $466,244 for stock-based compensation[144]. Other Financial Metrics - Preferred dividends for the nine months ended September 30, 2023 were $33,122, down from $42,660 in the same period in 2022[139]. - Net cash used in investing activities decreased to $67,515 in 2023 from $259,952 in 2022, a reduction of $192,437 or 74.0%[146]. - The decrease in accounts payable and accrued expenses in 2022 was $141,192, primarily due to incentive bonus payments[145]. - The company experienced no material effects from inflation, changing prices, or rising interest rates over the last two fiscal years[147]. - The decrease in deferred revenue in 2022 was $19,166, reflecting changes in customer contracts and sales[145]. - The company has no off-balance sheet arrangements as defined in Item 303(a) of Regulation S-K[148].

Revenue and Expenses - Revenue for the three months ended June 30, 2023, was $97,043, a decrease of $139,617, or 59%, compared to $236,660 in the same period in 2022[99] - Cost of revenue for the same period was $36,491, down $156,584, or 81%, from $193,075 in the prior year[100] - Total operating expenses decreased by $914,854, or 40%, to $1,364,571 for the three months ended June 30, 2023, compared to $2,279,425 in 2022[101] - Revenue for the six months ended June 30, 2023, was $227,202, a decrease of 21% from $288,504 in the same period in 2022[114] - Cost of revenue for the six months ended June 30, 2023, was $100,155, down 57% from $233,166 in the same period in 2022[115] - Total operating expenses for the six months ended June 30, 2023, were $3,212,715, a decrease of 30% from $4,575,123 in the same period in 2022[116] Salary and Benefits - Salary and benefits costs were $554,182, a decrease of $630,636, or 53%, from $1,184,818 in the same period in 2022[102] - Stock-based compensation decreased by $28,950, or 17%, to $138,489 for the three months ended June 30, 2023, compared to $167,439 in 2022[103] Research and Development - Research and development costs were $105,259, down $41,626, or 28%, from $146,885 in the same period in 2022[104] Marketing and Organizational Costs - Investor, public relations, and marketing costs decreased by $94,476, or 62%, to $57,824 during the three months ended June 30, 2023, compared to $152,300 in 2022[105] - Organization costs decreased to $38,240 for the three months ended June 30, 2023, down 37% from $60,817 in the same period in 2022[106] - Office expenses decreased significantly to $94,190 for the three months ended June 30, 2023, down 69% from $303,600 in the same period in 2022[109] - Legal and professional fees increased to $152,025 for the three months ended June 30, 2023, a 5% increase from $144,528 in the same period in 2022[107] Net Loss and Cash Flow - Net loss applicable to common stockholders decreased to $1,318,782 for the three months ended June 30, 2023, a 42% reduction from $2,261,390 in the same period in 2022[113] - Net cash used in operating activities decreased to $2,414,881 for the six months ended June 30, 2023, a 44% reduction from $4,314,503 in the same period in 2022[132] - Net cash used in investing activities decreased to $62,607 for the six months ended June 30, 2023, down 68.6% from $199,045 in the same period in 2022[135] Financial Position - As of June 30, 2023, the company had $368,443 in cash and working capital of $948,091, compared to $2,845,931 in cash and working capital of $3,644,522 as of December 31, 2022[130] Strategic Considerations - The company began offering its PrintRite3D platform on a subscription basis, reducing the initial cost from over $100,000 to approximately $3,000-$5,000 per month[95] - The company is considering a range of strategic alternatives, including potential mergers or acquisitions, and has received multiple non-binding proposals[96][97] Risk and Market Conditions - Inflation and rising interest rates have not materially affected the company's operations over the last two fiscal years, but continued unfavorable trends may increase cash usage[139] - The company has no off-balance sheet arrangements as defined in Item 303(a) of Regulation S-K[140] - There are no applicable quantitative and qualitative disclosures about market risk[141] Allowance for Doubtful Accounts - As of June 30, 2023, the company established an allowance for doubtful accounts of $115,600, compared to $0 as of June 30, 2022[87]

Business Model and Strategy - The company transitioned to a subscription model for its PrintRite3D platform, reducing initial costs from over $100,000 to approximately $3,000-$5,000 per month[87] - The company aims to increase revenue from OEMs in 2023, particularly with the introduction of software-only products[88] - The company is evaluating strategic alternatives, including potential acquisitions or mergers, to enhance market visibility and customer adoption[90] - The company has launched a three-tiered OEM program to expand its technology distribution among various OEMs[86] - The company is building strategic partnerships to simplify the quality experience for customers, integrating multiple software licenses into a single user experience[85] - The company is working to integrate its technology with industry-wide hardware providers, enhancing its product offerings and market presence[86] Financial Performance - Revenue for the three months ended March 31, 2023, was $130,159, an increase of $78,315, or 151%, compared to $51,844 in the same period in 2022[94] - Cost of revenue increased to $63,664 for the three months ended March 31, 2023, up $23,573, or 59%, from $40,091 in the same period in 2022[95] - Total operating expenses decreased to $1,848,144 for the three months ended March 31, 2023, a reduction of $447,554, or 20%, compared to $2,295,698 in the same period in 2022[96] - Salary and benefits costs were $931,583 for the three months ended March 31, 2023, down $360,427, or 28%, from $1,292,010 in the same period in 2022[97] - Net loss applicable to common stockholders for the three months ended March 31, 2023, was $1,763,447, a decrease of $458,168, or 21%, compared to $2,221,615 in the same period in 2022[107] Cash Flow and Working Capital - Cash and working capital as of March 31, 2023, were $1,488,704 and $2,105,349, respectively, down from $2,845,931 and $3,644,522 as of December 31, 2022[108] - Net cash used in operating activities was $1,309,537 for the three months ended March 31, 2023, a decrease of $717,482, or 35.4%, compared to $2,027,019 in the same period in 2022[112] - Net cash used in investing activities was $47,690 for the three months ended March 31, 2023, a decrease of $94,409, or 66.4%, from $142,099 in the same period in 2022[115] - The company has no arrangements for additional financing and may face challenges in raising funds, which could impact operations[109] Product Development and Quality - In 2022, the company focused on retrofit work while developing software-only products, which adversely affected revenue growth[88] - The company has invested in developing machine and process software products to enhance in-process quality in additive manufacturing[89] - The company recognizes revenue primarily from software sales and engineering services, adhering to ASC Topic No. 606 for revenue recognition[73] - The company is focused on creating a holistic digital quality experience that connects in-process data to improve manufacturing processes[84] - The company has developed a deep patent portfolio and is exploring an intellectual property licensing program to facilitate strategic transactions[93]

Financial Performance - Revenue for fiscal 2022 was $630,428, a decrease of 61.8% from $1,651,765 in fiscal 2021, primarily due to a drop in perpetual license sales of $1,141,323[126] - Gross margin decreased to 44% in fiscal 2022 from 66% in fiscal 2021, attributed to increased component prices and discounted sales[127] - Operating expenses for fiscal 2022 were $9,029,502, a decrease of 5.7% from $9,571,185 in fiscal 2021, mainly due to reduced stock-based compensation[128] - Net loss before preferred dividends increased to $8,692,424 in fiscal 2022 from $7,384,605 in fiscal 2021, reflecting a rise of 17.5%[138] - Cash and working capital as of December 31, 2022, were $2,845,931 and $3,644,522, respectively, down from $11,447,047 and $11,702,358 in 2021[140] - Net cash used in operating activities was $8,212,154 in fiscal 2022, resulting from a net loss and working capital usage[145] - Stock-based compensation decreased by 25.6% to $793,251 in fiscal 2022 from $1,066,455 in fiscal 2021 due to fewer stock options granted[130] - Employee headcount decreased to 25 as of December 31, 2022, from 33 in the previous year, reflecting a shift towards a software-only subscription model[123] - In fiscal 2021, the net cash used in operating activities was $6,298,959, driven by a net loss of $7,384,605 before preferred dividends[146] - Non-cash expenses in fiscal 2021 included stock-based compensation of $1,768,123 and depreciation and amortization of $94,105[146] - Cash generated from working capital was $315,859, primarily due to an increase in accounts payable and accrued expenses of $373,563[146] - In fiscal 2022, net cash used by investing activities was $388,962, an increase from $359,750 in fiscal 2021[147] - The increase in investing activities was attributed to higher patent costs of $47,112[147] - No cash was provided by financing activities in fiscal 2022, compared to $14,404,942 in fiscal 2021[148] - In fiscal 2021, financing activities included net proceeds of $13,268,932 from financings[148] - There are no off-balance sheet arrangements as defined in Item 303(a) of Regulation S-K[149] - Quantitative and qualitative disclosures about market risk are not applicable[150] Business Strategy - Sigma's PrintRite3D integrated hardware and software solution is now offered on a subscription basis, reducing initial costs from over $100,000 to approximately $3,000-$5,000 per month[100] - The company expects the percentage of revenue from OEMs to increase in 2023 and beyond, driven by the availability of software-only products and integration with existing hardware[101] - The company is focusing on building strategic partnerships and expanding its partner ecosystem to enhance customer success and market presence[98] - Sigma has initiated a strategic evaluation of alternatives, including potential investments, acquisitions, or mergers to enhance product and financial synergies[103] - The company aims to simplify the quality experience from up to twelve disparate software licenses to a single integrated user experience[98] - Sigma's technology is printer agnostic and compatible with most leading 3D metal and polymer printers, expanding its market reach[97] - The company is integrating with industry-wide hardware providers, including a recently announced relationship with a laser scanner provider[99] - The company plans to transition to a subscription-based, software-only product offering to enhance commercialization of its PrintRite3D® technology in 2023[144] Operational Challenges - The company continues to face supply chain challenges, including increased lead times for certain hardware components of PrintRite3D[106]