NOTE 12 - Related Party Transactions

Monaco Investment Partners, II Line of Credit

On May 6, 2025, the Company entered into a Line of Credit Agreement (the “MIP Line of Credit”) with Monaco Investment Partners II, LP (“MIP”) providing the Company with a $3,000,000 revolving line of credit. The MIP Line of Credit allows the Company to request advances thereunder from time to time until May 31, 2027, the maturity date. Advances made under the MIP Line of Credit bear simple interest at a rate of 12% per annum, calculated from the date of each respective advance. Accrued interest shall be payable on a monthly basis, no later than the 10th day of the subsequent month. The full outstanding principal balance, together with any accrued and unpaid interest, shall be due and payable in full by the Company on the maturity date. The Company may, at its option, prepay any borrowings under the MIP Line of Credit, in whole or in part, at any time prior to the maturity date, without penalty. Mr. Monaco, the Chairman of our Board of Directors, controls MIP.

As of May 31, 2026 the maximum amount of $3,000,000 was outstanding under the MIP Line of Credit, plus accrued interest of $29,589.

On July 13, 2026, subsequent to the balance sheet date and prior to the issuance of these condensed financial statements, the Company and Monaco Investment Partners II executed an amendment extending the maturity date by one year, to May 31, 2028. The amendment is not cancelable by the lender and does not expire within one year of the balance sheet date. All other significant terms of the arrangement, including the interest rate, remained unchanged.

Because the Company has extended the obligation on a long-term basis prior to the issuance of these financial statements, and the extended maturity is beyond one year from the balance sheet date, the outstanding balance has been classified as a long-term liability as of May 31, 2026 in accordance with ASC 470-10-45-14.

Donald P. Monaco Insurance Trust Short-Term Promissory Note

On March 25, 2026, the Company sold a short-term promissory note (the “Note”) to the Donald P. Monaco Insurance Trust in the principal amount of $80,000. The Note bears interest at 7.5% and had an initial maturity date of April 3, 2026. Between April 6, 2026 and May 31, 2026, the parties entered into several amendments to the Note to increase the principal amount and extend the Maturity Date.

As of May 31, 2026 the outstanding principal balance was $600,000, plus accrued interest of $2,778, and is due and payable in full on June 30, 2026.

Between June 3, 2026 and June 30, 2026, the parties entered into further amendments to increase the principal balance to $950,000 and extend the maturity date to July 15, 2026.

Compensation Deferral

The Company’s Chief Executive Officer, William Kerby, at his election, has agreed to defer $100,000 of his annual salary as well as payments related to personal financial guarantees and his car allowance. At May 31, 2026, the total compensation deferred by Mr. Kerby totaled $308,334.

Equity Investments

On April 15, 2026, Andy Kaplan, a director of the Company, through KC Global Media Asia LLC (“KCGM”), purchased 16,667 shares of Series A Preferred Stock at $3.00 per share, resulting in gross proceeds to the Company of $50,000. In connection with this transaction, the Company issued KCGM a warrant to purchase up to 8,333 shares of common stock at $3.00 per share. The warrant expires 3.5 years from the issue date.

On May 8, 2026, Mr. Kaplan, through KCGM, purchased 18,182 shares of Common Stock at $2.75 per share, resulting in gross proceeds to the Company of $50,000. In connection with this transaction, the Company issued KCGM a warrant to purchase up to 9,091 shares of common stock at $3.00 per share. The warrant expires 3 years from the issue date.

NextTrip Privilege, Inc. Licensing and Services Agreement

On December 12, 2025, the Company entered into a Licensing and Servicing Agreement with NextTrip Privilege, Inc. (“Privilege”), pursuant to which the Company has agreed to provide to Privilege: (a) personnel to support their operations; (b) a license to use the name “NextTrip” as their corporate and business name; (c) a license to use our software in connection with their private-label internet website; and (d) continuing advances to fund their operations until they raise sufficient capital.

In consideration for the foregoing, Privilege has agreed to pay the Company:

On April 15, 2026, the Company and NextTrip Privilege, Inc. entered into Amendment No. 1 to the Licensing and Services Agreement, which deferred the commencement date of the $5,000 per month Administrative Services Fee from March 1, 2026 to June 1, 2026, and shifted the related annual three-percent (3%) escalator anniversary date to June 1 of each year thereafter. No other terms of the Licensing and Services Agreement were modified by the amendment.

As of May 31, 2026, the Company had advanced a total of $381,056 to Privilege, for which the Company has recorded a full credit loss reserve based on Privilege’s pre-revenue status, the going-concern opinion issued by Privilege’s independent auditor, the de minimis proceeds raised under Privilege’s qualified Regulation A offering at May 31, 2026, the contractual subordination of advance repayments to NextTrip Privilege’s operating obligations, and the absence of collateral.

Stock Option Agreement

On December 2, 2025, NextTrip Group, LLC (“NextTrip Group”), the holder of 100% of the outstanding shares of Class B common stock of Privilege, granted the Company an option (the “Option”) to purchase up to 12,500,000 shares of Class B common stock of Privilege at $0.01 per share, or an aggregate exercise price of $125,000. The Option is exercisable from June 1, 2026 through December 31, 2027 and is freely assignable. NextTrip Group is owned 50% by Donald P. Monaco (Chairman of the Board of the Company) and 50% by William Kerby (Chief Executive Officer of the Company), in their individual capacities. No cash consideration was paid by the Company for the Option. The Option is not currently exercisable at May 31, 2026, the underlying Class B common stock has no readily determinable fair value, Privilege has minimal operations, and the Company does not consider exercise of the Option to be probable. Accordingly, no amount has been recognized on the Company’s balance sheet in respect of the Option. See Note 13 (Commitments and Contingencies) for additional information regarding the Option as a contingent purchase commitment.

Common Officers and Directors

Three of the Company’s executive officers and directors concurrently serve as executive officers and directors of Privilege: Donald P. Monaco serves as President, Chairman and a director of Privilege; William Kerby serves as Vice President and a director of Privilege; and Frank Orzechowski serves as Chief Financial Officer and a director of Privilege.