NextTrip, Inc. Files S-1/A for Securities Registration

TL;DR

NextTrip (NTRP) filing S-1/A, looks like they're prepping to sell stock.

AI Summary

NextTrip, Inc. filed an S-1/A on December 16, 2024, to register securities. The company, formerly known as SIGMA ADDITIVE SOLUTIONS, INC., is in the transportation services sector and is incorporated in Nevada. Its fiscal year ends on February 28th, with its most recent fiscal year ending February 29, 2024.

Why It Matters

This filing indicates NextTrip, Inc. is preparing to offer securities to the public, which could impact its capital structure and future growth prospects.

Risk Assessment

Risk Level: medium — As an S-1/A filing, it pertains to a company preparing to offer securities, which inherently carries risks associated with market reception and the company's financial health.

Key Numbers

• 2024-12-16 — Filing Date (Date the S-1/A was filed with the SEC.)
• 02/29/2024 — Fiscal Year End (Most recent fiscal year end reported in the filing.)

Key Players & Entities

• NextTrip, Inc. (company) — Filer of the S-1/A
• SIGMA ADDITIVE SOLUTIONS, INC. (company) — Former name of NextTrip, Inc.
• 0001493152-24-050240 (filing_id) — Accession number for the S-1/A filing
• 20241216 (date) — Filing date of the S-1/A
• NV (state) — State of incorporation for NextTrip, Inc.
• 0228 (date) — Fiscal year end for NextTrip, Inc.

FAQ

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
• $4.40 — Capital Market on December 13, 2024 was $4.40 per share. There is currently no establ
• $343,291 — gust 31, 2024, we recognized revenue of $343,291 and recorded a net loss applicable to c
• $3,534,743 — ss applicable to common stockholders of $3,534,743. For the fiscal year ended February 29,
• $458,752 — uary 29, 2024, we recognized revenue of $458,752 and recorded a net loss applicable to c
• $7,339,276 — ss applicable to common stockholders of $7,339,276. We estimate that we will need to rai
• $5.5 million — that we will need to raise a minimum of $5.5 million in net proceeds to sustain our operatio
• $600,000 — PA"), in exchange for a cash payment of $600,000, NTH acquired the Bookit.com booking en
• $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) — 3079KB
• ex10-36.htm (EX-10.36) — 32KB
• ex10-37.htm (EX-10.37) — 30KB
• ex10-38.htm (EX-10.38) — 24KB
• ex10-39.htm (EX-10.39) — 114KB
• ex23-1.htm (EX-23.1) — 5KB
• aud_001.jpg (GRAPHIC) — 69KB
• aud_002.jpg (GRAPHIC) — 5KB
• forms-1a_001.jpg (GRAPHIC) — 6KB
• forms-1a_002.jpg (GRAPHIC) — 174KB
• forms-1a_003.jpg (GRAPHIC) — 141KB
• forms-1a_004.jpg (GRAPHIC) — 47KB
• forms-1a_005.jpg (GRAPHIC) — 53KB
• forms-1a_006.jpg (GRAPHIC) — 136KB
• forms-1a_010.jpg (GRAPHIC) — 49KB
• forms-1a_011.jpg (GRAPHIC) — 49KB
• ex23-1_001.jpg (GRAPHIC) — 76KB
• ex23-1_002.jpg (GRAPHIC) — 14KB
• 0001493152-24-050240.txt ( ) — 13640KB
• ntrp-20240831.xsd (EX-101.SCH) — 70KB
• ntrp-20240831_cal.xml (EX-101.CAL) — 95KB
• ntrp-20240831_def.xml (EX-101.DEF) — 368KB
• ntrp-20240831_lab.xml (EX-101.LAB) — 555KB
• ntrp-20240831_pre.xml (EX-101.PRE) — 483KB
• forms-1a_htm.xml (XML) — 1655KB

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 53 EXECUTIVE AND DIRECTOR COMPENSATION 60 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 73 PRINCIPAL STOCKHOLDERS 74

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 76

DESCRIPTION OF SECURITIES WE ARE OFFERING

DESCRIPTION OF SECURITIES WE ARE OFFERING 78 SHARES ELIGIBLE FOR FUTURE SALE 80 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES 81

UNDERWRITING

UNDERWRITING 8 5 LEGAL MATTERS 93 EXPERTS 93 WHERE YOU CAN FIND MORE INFORMATION 93 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 early-stage, 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. Presently, NextTrip generates revenue through two core methods: travel bookings and advertising revenue. Each division can independently drive revenue through their respective channels, but we have created exponential value by bringing the divisions together to create an engaging consumer-focused ecosystem. We have created opportunities to seamlessly move customers from one portion of the ecosystem to the next, with the ultimate goal of influencing a travel purchase decision. For the six months ended August 31, 2024, we recognized revenue of $343,291 and recorded a net loss applicable to common stockholders of $3,534,743. For the fiscal year ended February 29, 2024, we recognized revenue of $458,752 and recorded a net loss applicable to common stockholders of $7,339,276. We estimate that we will need to raise a minimum of $5.5 million in net proceeds to sustain our operations for the next t

View Full Filing

View this S-1/A filing on SEC EDGAR