NextTrip, Inc. Files S-1/A Amendment
Ticker: NTRP · Form: S-1/A · Filed: Oct 1, 2024 · CIK: 788611
Sentiment: neutral
Topics: sec-filing, amendment, transportation
TL;DR
NextTrip (fka Sigma Additive) filed an S-1/A. Looks like they're still working on their public filings.
AI Summary
NextTrip, Inc. (formerly SIGMA ADDITIVE SOLUTIONS, INC.) filed an S-1/A on October 1, 2024, to update its registration statement. The company, incorporated in Nevada with its principal business address in Santa Fe, NM, operates in the Transportation Services sector. This filing is an amendment to a previous registration, indicating ongoing efforts to comply with SEC regulations for public offerings or reporting.
Why It Matters
This S-1/A filing signifies that NextTrip, Inc. is actively engaged in the process of public disclosure and regulatory compliance, which could precede significant corporate actions like an IPO or further public offerings.
Risk Assessment
Risk Level: medium — S-1/A filings often indicate a company is in a transitional phase, which can carry inherent business and financial risks.
Key Numbers
- 20241001 — Filing Date (Indicates the date the S-1/A amendment was filed.)
- 0228 — Fiscal Year End (Marks the end of the company's fiscal year for financial reporting.)
Key Players & Entities
- NextTrip, Inc. (company) — Filer
- SIGMA ADDITIVE SOLUTIONS, INC. (company) — Former Company Name
- SIGMA LABS, INC. (company) — Former Company Name
- FRAMEWAVES INC (company) — Former Company Name
- 0000788611 (company) — Central Index Key
- NV (company) — State of Incorporation
- NM (company) — State of Business Address
- 333-278562 (dollar_amount) — SEC File Number
FAQ
What is the primary purpose of this S-1/A filing for NextTrip, Inc.?
The S-1/A filing is an amendment to a registration statement, indicating NextTrip, Inc. is updating information previously submitted to the SEC, likely in preparation for or continuation of a public offering or reporting requirements.
When was NextTrip, Inc. previously known by other names?
NextTrip, Inc. was formerly known as SIGMA ADDITIVE SOLUTIONS, INC. (since 20220812), SIGMA LABS, INC. (since 20101014), and FRAMEWAVES INC (since 20010130).
What is NextTrip, Inc.'s primary business sector?
NextTrip, Inc. operates in the TRANSPORTATION SERVICES sector, with SIC code 4700.
Where is NextTrip, Inc. incorporated and what is its business address?
NextTrip, Inc. is incorporated in Nevada (NV) and its business address is 3900 PASEO DEL SOL, SANTE FE, NM 87507.
What is the SEC file number associated with this filing?
The SEC file number associated with this S-1/A filing is 333-278562.
Filing Stats: 4,438 words · 18 min read · ~15 pages · Grade level 14.4 · Accepted 2024-10-01 06:43:04
Key Financial Figures
- $0.001 — f shares of our common stock, par value $0.001 per share, and warrants to purchase sha
- $0 — mon Warrant sold in this offering minus $0.001, the exercise price per share of co
- $2.79 — apital Market on September 26, 2024 was $2.79 per share. There is currently no establ
- $400 million — ne leisure travel agent generating over $400 million in annual sales as recently as 2019 (pr
Filing Documents
- forms-1a.htm (S-1/A) — 2820KB
- ex23-1.htm (EX-23.1) — 5KB
- ex107.htm (EX-FILING FEES) — 31KB
- forms-1_001.jpg (GRAPHIC) — 6KB
- forms-1_006.jpg (GRAPHIC) — 61KB
- forms-1_007.jpg (GRAPHIC) — 47KB
- forms-1_008.jpg (GRAPHIC) — 53KB
- forms-1_009.jpg (GRAPHIC) — 58KB
- aud_001.jpg (GRAPHIC) — 69KB
- aud_002.jpg (GRAPHIC) — 5KB
- ex23-1_001.jpg (GRAPHIC) — 76KB
- ex23-1_002.jpg (GRAPHIC) — 85KB
- 0001493152-24-038897.txt ( ) — 11303KB
- ntrp-20240531.xsd (EX-101.SCH) — 66KB
- ntrp-20240531_cal.xml (EX-101.CAL) — 96KB
- ntrp-20240531_def.xml (EX-101.DEF) — 324KB
- ntrp-20240531_lab.xml (EX-101.LAB) — 522KB
- ntrp-20240531_pre.xml (EX-101.PRE) — 434KB
- forms-1a_htm.xml (XML) — 1480KB
RISK FACTORS
RISK FACTORS 11 CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS 28
USE OF PROCEEDS
USE OF PROCEEDS 29 MARKET FOR OUR COMMON STOCK 30 DIVIDEND POLICY 30 CAPITALIZATION 31
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 34
BUSINESS
BUSINESS 46 MANAGEMENT 52 EXECUTIVE AND DIRECTOR COMPENSATION 59 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 72 PRINCIPAL STOCKHOLDERS 73
DESCRIPTION OF CAPITAL STOCK
DESCRIPTION OF CAPITAL STOCK 75
DESCRIPTION OF SECURITIES WE ARE OFFERING
DESCRIPTION OF SECURITIES WE ARE OFFERING 77 SHARES ELIGIBLE FOR FUTURE SALE 79 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES 80
UNDERWRITING
UNDERWRITING 8 4 LEGAL MATTERS 92 EXPERTS 92 WHERE YOU CAN FIND MORE INFORMATION 92 INDEX TO FINANCIAL STATEMENTS F-1 i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission (the "SEC"). We have not, and the underwriter has not, authorized anyone to provide you with information that is different from that contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. When you make a decision about whether to invest in our securities, you should not rely upon any information other than the information in this prospectus or in any free writing prospectus that we may authorize to be delivered or made available to you. Neither the delivery of this prospectus nor the sale of our securities means that the information contained in this prospectus or any free writing prospectus is correct after the date of this prospectus or such free writing prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy our securities in any circumstances under which the offer or solicitation is unlawful. For investors outside the United States: We have not taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United of the securities covered hereby and the distribution of this prospectus outside the United States. Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market share, is based on information from our own management's estimates and research, as
Business
Business Overview NextTrip is an innovative technology company that is building next generation solutions to power the travel industry. NextTrip, through its subsidiaries, provides travel technology solutions with sales originating in the United States, leisure travel, business travel, groups travel, media and tech. We connect people to new places and discoveries by utilizing digital media engagement, seasoned planning expertise, and unique inventory to curate custom vacations and business travel across the globe. Our proprietary booking engine, branded as NXT2.0, provides travel distributors access to a sizeable inventory. Our vision is to drive the evolution of the travel industry by merging advanced digital solutions with personalized travel services. Our core technology – a fully integrated travel booking platform – focuses on untapped and underserved sectors of the travel industry, intending to capture new markets. We expect that our future growth will be accelerated by interactive technology, immersive media and unparalleled travel industry expertise. Organizational History Historical Monaker Group Business NextTrip's travel business was the principal business of NextPlay (then, Monaker Group, Inc. ("Monaker")) until June 30, 2020, when Monaker entered into a share exchange transaction with HotPlay Enterprise Limited ("HotPlay"), resulting in HotPlay becoming a wholly owned subsidiary of Monaker and HotPlay's business becoming the principal business of Monaker. Prior to this share exchange, the primary focus of Monaker had been its travel business, which included the sale of vacation rentals, and in particular, alternative lodging rentals ("ALRs"), to consumers through its proprietary booking engine. To support its travel offerings, Monaker introduced travelmagazine.com, featuring travel and lifestyle content to appeal to travelers researching destinations and planning future vacations. In January 2023, NextPlay spun the NextTrip business out to its