(1) | Represents
the shares of common stock, par value $0.001 per share (“Common Stock”), of NextTrip,
Inc. (the “Registrant”) that will be offered for resale by the selling stockholders
pursuant to the prospectus contained in the Registration Statement on Form S-1, as amended
(the “Registration Statement”), to which this exhibit is attached. The
Registration Statement registers an aggregate of 591,883 shares of Common Stock, which
consists of (i) 148,168 shares of Common Stock that may be sold and issued
to Alumni Capital LP (“Alumni”) from time to time pursuant to a Securities Purchase
Agreement entered into between the Registrant and Alumni on September 19, 2024 (the
“Alumni Purchase Agreement”); (ii) 32,786 shares of Common Stock issued
to Alumni as commitment shares in connection with the execution of the Alumni Purchase Agreement;
(iii) 176,774 shares of Common Stock issuable upon exercise of warrants issued to
Alumni, together with non-convertible promissory notes, pursuant to Securities Purchase Agreements
entered into by and between the Registrant and Alumni on September 19, 2024 and April
1, 2025, respectively; and (iv) 234,155 shares issuable upon exercise of Series A
Warrants issued to Iroquois Master Fund Ltd. and Iroquois Capital Investment Group LLC in
a private placement on April 2, 2020. Pursuant to Rule 416(a) of the Securities Act of 1933,
as amended (the “Securities Act”), the Registration Statement shall also cover
any additional shares of Common Stock that become issuable by reason of any stock dividend,
stock split, recapitalization or other similar transaction effected without receipt of consideration
that increases the number of outstanding shares of Common Stock. |
(3) | A
registration fee of $1,166.42 was previously paid by the Registrant in connection with the
initial filing of the Registration Statement, as filed with the Securities and Exchange Commission
on June 20, 2025, which provided for the registration of 2,366,056 shares of Common Stock.
The number of shares of Common Stock being registered pursuant to the Registration Statement
is being decreased, by amendment, to 591,883 shares. |