Subsequent Events	3 Months Ended
May 31, 2026
Subsequent Events [Abstract]
Subsequent Events	NOTE 16 - Subsequent Events The Company’s management has evaluated subsequent events after the balance sheet dated as of May 31, 2026 through July 15, 2026, the date of this report. Yada Commerce Inc. Acquisition Stock Purchase Agreement On June 10, 2026 (the “Effective Date”), NextTrip, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Yada Commerce Inc (“Yada”) and High Class Holdings LLC and Carbon Capital Corp, the shareholders of Yada (collectively, the “Founding Shareholders”) pursuant to which, subject to the terms and conditions set forth in the Purchase Agreement, the Company purchased from the Founding Shareholders 51% of the outstanding shares of Yada (the “Yada Shares”). The aggregate consideration under the Purchase Agreement is 50,000 restricted shares of the Company (the “Company Shares”). The Company granted to the Founding Shareholders piggyback registration rights subject to cut backs required under Rule 415 and at the request of investors, placement agents and underwriters. The Purchase Agreement contains customary representations and indemnification provisions. The Purchase Agreement also contains provisions regarding the post-closing governance of Yada including a provision requiring the parties to vote their shares of Yada to elect a five member board of directors, two of whom will be designated by the Founding Shareholders, two of whom will be designated by the Company, with the fifth member to be appointed by the board of directors. The Purchase Agreement also provides for a first right of refusal in favor of the Company regarding any future sale by the Founding Shareholders of their shares in Yada. Cooperation and Earnout Agreement. Concurrently with the entering into of the Purchase Agreement, the Company entered into a Cooperation and Earnout Agreement (the “Earnout Agreement”) with Yada regarding the post-closing operations of Yada, the role of the Company, and the compensation arrangement for the Founding Shareholders. The Earnout Agreement has a three-year term from the Effective Date (the “Term”). Under the Earnout Agreement, the Parties acknowledge that, notwithstanding the Company’s controlling interest in Yada, the Founding Shareholders will retain full operational control over Yada’s day-to-day business affairs, subject to the oversight of Yada’s board of directors, and the rights, duties and obligations of Yada’s officers, directors and shareholders under Yada’s organizational documents and applicable law. The Earnout Agreement grants to the Company certain roles including serving as Yada’s exclusive preferred travel provider, the first right of refusal to match any bona fide third-party proposal with respect to travel service offered through Yada channels, the processing by the Company of travel bookings generated through Yada channels, the exclusive right to offer travel gift cards through Yada channels, and the exclusive booking rights for music artist promotional events. The Earnout Agreement also sets forth the sharing of Net Profits between the Company and the Founding Shareholders from activities enumerated in the Earnout Agreement. The Earnout Agreement further provides as inducement compensation for the Founding Shareholders the establishment of an earnout pool consisting of an aggregate of 225,000 restricted shares of the Company’s common stock and warrants to purchase up to 225,000 common shares with a three-year term at an exercise price of $2.75 to be awarded over the Term pursuant to the terms of the Earnout Agreement on the basis of one share of Company common stock and one warrant for each $2.75 of the Company’s share of the aggregate net profits generated from the activities described in the Earnout Agreement. Related Party Promissory Note The Donald P. Monaco Insurance Trust (the “Trust”) promissory note has been amended to increase the principal amount and extend the maturity date, as follows: On June 3, 2026 the Company and the Trust (the “Parties”) entered into the Sixth Amendment extending the maturity date to June 30, 2026; on June 8, 2026 the Parties entered into the Seventh Amendment increasing the principal balance to $700,000, and on June 30, 2026 the Parties entered into the Eighth Amendment increasing the principal balance to $950,000 and extending the maturity date to July 15, 2026, as described in Note 12. Other terms of the Monaco Trust Note remained unchanged under each amendment. As of the date of this Quarterly Report, $950,000 of principal remained outstanding under the Monaco Trust Note. The 7.5% interest rate, which is lower than the 12% rate borne by the MIP Line of Credit, reflects the short-term, on-demand nature of the Monaco Trust Note. The Monaco Trust Note, including each amendment, was approved by the Audit Committee of the Board and the full Board, including the independent members thereof. Related Party Line of Credit On July 13, 2026, the Company and Monaco Investment Partners II, executed an amendment to the Company’s line of credit extending the maturity date from May 31, 2027 to May 31, 2028, as described in Note 12. Related Party Equity Investment On June 18, 2026, David Jiang, a director, purchased 18,200 shares of common stock in a private placement at $2.75 per share resulting in gross proceeds of $50,050. Pursuant to the Securities Purchase Agreement, we issued a warrant to Mr. Jiang to purchase up to 18,200 shares of common stock at an exercise price of $2.75. The warrant expires on June 18, 2029. Short Term Promissory Notes On June 9, 2026, we sold a short-term promissory note to a private investor for $100,000. In connection with the note, we issued the investor a three-year warrant to purchase up to 25,000 shares of common stock at an exercise price of $2.75 per share. The maturity date of the note is August 8, 2026, and may be prepaid at any time without penalty. On July 1, 2026, the Company entered into a short-term loan agreement with OnDeck for a principal amount of $275,000. The loan is repayable in eighteen monthly installments of $20,533 for a total repayment amount of $369,600. The origination fee was $6,875 and the total interest expense is $94,600 for a total loan cost of $101,475. Warrant Exercise On June 16, 2026, a private investor exercised a warrant to purchase 8,278 shares of common stock at $3.02 per share, resulting in gross proceeds of $25,000. TA Pipeline Arbitration As described in Note 13 - Commitments and Contingencies, as of May 31, 2026, the Company and the former TA Members were engaged in discussions to resolve the dispute concerning the Put Option. The parties most recent communication occurred on June 17, 2026, and did not result in a resolution. On July 14, 2026, subsequent to the end of the period covered by this report, the Company received a Demand for Arbitration filed with the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules by Luis Barberi, Mitch Toren, and Ashish Tembe, the former TA Members (collectively, the “Claimants”), naming the Company as respondent. In the accompanying Statement of Claim, the Claimants assert a single count for breach of contract, alleging that the Company failed to honor its obligation under Section 7.5(a)(i) of the TA MIPA to repurchase all 96,774 TA Closing Shares at the Base Price of $3.10 per share following the Claimants' exercise notice delivered on February 24, 2026. The Claimants seek damages of not less than $299,999.40 (96,774 shares at the $3.10 Base Price), together with attorneys' fees, pre-judgment and post-judgment interest, and arbitration costs. The arbitration is to be conducted in Las Vegas, Nevada, and the Claimants have requested that the matter be placed on an expedited track. The Company believes the former TA Members are in breach of their obligations under the TA MIPA, believes it has meritorious defenses, and intends to vigorously defend against the claims and to assert any available counterclaims relating to the TA Members' alleged breach. The arbitration remains in its earliest stage, and the Company is unable at this time to predict its outcome or to reasonably estimate the amount or range of any possible loss. The maximum aggregate cash exposure under the Put Option, if ultimately determined adverse to the Company, would be approximately $300,000 (96,774 shares at the $3.10 Base Price), exclusive of any interest, attorneys' fees, costs, and any Top-Up Shares that could be issuable. The 96,774 TA Closing Shares continue to be classified as mezzanine equity at their carrying value of $387,000. No liability has been recorded with respect to the Put Option or the arbitration, and no adjustment to the carrying value of the TA Closing Shares has been made, because the Company has concluded that a loss is not probable and reasonably estimable as of the date of this report.

Subsequent Events

3 Months Ended

May 31, 2026

NOTE 16 - Subsequent Events

The Company’s management has evaluated subsequent events after the balance sheet dated as of May 31, 2026 through July 15, 2026, the date of this report.

Yada Commerce Inc. Acquisition

Stock Purchase Agreement

On June 10, 2026 (the “Effective Date”), NextTrip, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Yada Commerce Inc (“Yada”) and High Class Holdings LLC and Carbon Capital Corp, the shareholders of Yada (collectively, the “Founding Shareholders”) pursuant to which, subject to the terms and conditions set forth in the Purchase Agreement, the Company purchased from the Founding Shareholders 51% of the outstanding shares of Yada (the “Yada Shares”).

The aggregate consideration under the Purchase Agreement is 50,000 restricted shares of the Company (the “Company Shares”). The Company granted to the Founding Shareholders piggyback registration rights subject to cut backs required under Rule 415 and at the request of investors, placement agents and underwriters. The Purchase Agreement contains customary representations and indemnification provisions. The Purchase Agreement also contains provisions regarding the post-closing governance of Yada including a provision requiring the parties to vote their shares of Yada to elect a five member board of directors, two of whom will be designated by the Founding Shareholders, two of whom will be designated by the Company, with the fifth member to be appointed by the board of directors. The Purchase Agreement also provides for a first right of refusal in favor of the Company regarding any future sale by the Founding Shareholders of their shares in Yada.

Cooperation and Earnout Agreement.

Concurrently with the entering into of the Purchase Agreement, the Company entered into a Cooperation and Earnout Agreement (the “Earnout Agreement”) with Yada regarding the post-closing operations of Yada, the role of the Company, and the compensation arrangement for the Founding Shareholders. The Earnout Agreement has a three-year term from the Effective Date (the “Term”). Under the Earnout Agreement, the Parties acknowledge that, notwithstanding the Company’s controlling interest in Yada, the Founding Shareholders will retain full operational control over Yada’s day-to-day business affairs, subject to the oversight of Yada’s board of directors, and the rights, duties and obligations of Yada’s officers, directors and shareholders under Yada’s organizational documents and applicable law. The Earnout Agreement grants to the Company certain roles including serving as Yada’s exclusive preferred travel provider, the first right of refusal to match any bona fide third-party proposal with respect to travel service offered through Yada channels, the processing by the Company of travel bookings generated through Yada channels, the exclusive right to offer travel gift cards through Yada channels, and the exclusive booking rights for music artist promotional events. The Earnout Agreement also sets forth the sharing of Net Profits between the Company and the Founding Shareholders from activities enumerated in the Earnout Agreement. The Earnout Agreement further provides as inducement compensation for the Founding Shareholders the establishment of an earnout pool consisting of an aggregate of 225,000 restricted shares of the Company’s common stock and warrants to purchase up to 225,000 common shares with a three-year term at an exercise price of $2.75 to be awarded over the Term pursuant to the terms of the Earnout Agreement on the basis of one share of Company common stock and one warrant for each $2.75 of the Company’s share of the aggregate net profits generated from the activities described in the Earnout Agreement.

Related Party Promissory Note

The Donald P. Monaco Insurance Trust (the “Trust”) promissory note has been amended to increase the principal amount and extend the maturity date, as follows: On June 3, 2026 the Company and the Trust (the “Parties”) entered into the Sixth Amendment extending the maturity date to June 30, 2026; on June 8, 2026 the Parties entered into the Seventh Amendment increasing the principal balance to $700,000, and on June 30, 2026 the Parties entered into the Eighth Amendment increasing the principal balance to $950,000 and extending the maturity date to July 15, 2026, as described in Note 12. Other terms of the Monaco Trust Note remained unchanged under each amendment. As of the date of this Quarterly Report, $950,000 of principal remained outstanding under the Monaco Trust Note. The 7.5% interest rate, which is lower than the 12% rate borne by the MIP Line of Credit, reflects the short-term, on-demand nature of the Monaco Trust Note. The Monaco Trust Note, including each amendment, was approved by the Audit Committee of the Board and the full Board, including the independent members thereof.

Related Party Line of Credit

On July 13, 2026, the Company and Monaco Investment Partners II, executed an amendment to the Company’s line of credit extending the maturity date from May 31, 2027 to May 31, 2028, as described in Note 12.

Related Party Equity Investment

On June 18, 2026, David Jiang, a director, purchased 18,200 shares of common stock in a private placement at $2.75 per share resulting in gross proceeds of $50,050. Pursuant to the Securities Purchase Agreement, we issued a warrant to Mr. Jiang to purchase up to 18,200 shares of common stock at an exercise price of $2.75. The warrant expires on June 18, 2029.

Short Term Promissory Notes

On June 9, 2026, we sold a short-term promissory note to a private investor for $100,000. In connection with the note, we issued the investor a three-year warrant to purchase up to 25,000 shares of common stock at an exercise price of $2.75 per share. The maturity date of the note is August 8, 2026, and may be prepaid at any time without penalty.

On July 1, 2026, the Company entered into a short-term loan agreement with OnDeck for a principal amount of $275,000. The loan is repayable in eighteen monthly installments of $20,533 for a total repayment amount of $369,600. The origination fee was $6,875 and the total interest expense is $94,600 for a total loan cost of $101,475.

Warrant Exercise

On June 16, 2026, a private investor exercised a warrant to purchase 8,278 shares of common stock at $3.02 per share, resulting in gross proceeds of $25,000.

TA Pipeline Arbitration

As described in Note 13 - Commitments and Contingencies, as of May 31, 2026, the Company and the former TA Members were engaged in discussions to resolve the dispute concerning the Put Option. The parties most recent communication occurred on June 17, 2026, and did not result in a resolution. On July 14, 2026, subsequent to the end of the period covered by this report, the Company received a Demand for Arbitration filed with the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules by Luis Barberi, Mitch Toren, and Ashish Tembe, the former TA Members (collectively, the “Claimants”), naming the Company as respondent.

In the accompanying Statement of Claim, the Claimants assert a single count for breach of contract, alleging that the Company failed to honor its obligation under Section 7.5(a)(i) of the TA MIPA to repurchase all 96,774 TA Closing Shares at the Base Price of $3.10 per share following the Claimants' exercise notice delivered on February 24, 2026. The Claimants seek damages of not less than $299,999.40 (96,774 shares at the $3.10 Base Price), together with attorneys' fees, pre-judgment and post-judgment interest, and arbitration costs. The arbitration is to be conducted in Las Vegas, Nevada, and the Claimants have requested that the matter be placed on an expedited track.

The Company believes the former TA Members are in breach of their obligations under the TA MIPA, believes it has meritorious defenses, and intends to vigorously defend against the claims and to assert any available counterclaims relating to the TA Members' alleged breach. The arbitration remains in its earliest stage, and the Company is unable at this time to predict its outcome or to reasonably estimate the amount or range of any possible loss. The maximum aggregate cash exposure under the Put Option, if ultimately determined adverse to the Company, would be approximately $300,000 (96,774 shares at the $3.10 Base Price), exclusive of any interest, attorneys' fees, costs, and any Top-Up Shares that could be issuable. The 96,774 TA Closing Shares continue to be classified as mezzanine equity at their carrying value of $387,000. No liability has been recorded with respect to the Put Option or the arbitration, and no adjustment to the carrying value of the TA Closing Shares has been made, because the Company has concluded that a loss is not probable and reasonably estimable as of the date of this report.