Sigma Additive Solutions Announces LOIs to Acquire Travel Technology Innovator NextTrip and Sell Assets of Quality Assurance Software to Strategic Buyer

Sigma Additive Solutions, Inc. (NASDAQ:SASI) ("Sigma", "we," "our," or the "Company"), a leading provider of quality assurance software to the commercial 3D printing industry, and NextTrip Holdings, Inc., a travel technology company based in Sunrise, Florida (“NextTrip”), today announced the signing of a non-binding letter of intent (the “LOI”) for Sigma’s acquisition of 100% of the capital stock of NextTrip in exchange for shares of Sigma common stock constituting 19.99% of its outstanding common stock plus additional shares of Sigma common stock upon the achievement of post-closing milestone earnouts tied to the business performance of NextTrip. The parties have agreed to value Sigma shares for this purpose at $0.40 per share, giving the total transaction a starting valuation of approximately $48 million if all milestones are earned. The transaction, which will be subject to the negotiation and execution of a definitive agreement, will provide the opportunity for NextTrip to become a publicly traded company on Nasdaq. Separately, Sigma announced the signing of a non-binding letter of intent (LOI) to sell intellectual property assets related to its additive quality assurance product to a strategic buyer. The combination of the acquisition and sale of assets is targeted to maximize shareholder value.

NextTrip is an innovative travel technology company that specializes in using proprietary technology, analytics, and strategic partnerships to provide specialized travel solutions in leisure, wellness, and business travel.

• NextTrip recently completed the acquisition and integration of a scalable travel booking engine that, prior to the COVID-19 pandemic, had a 6 million + legacy customer database and generated over $400 million in bookings in 2019. The parties expect that the booking engine acquisition will act as a significant accelerator to the company’s business.
• NextTrip has assembled a new management team that brings deep experience across key areas of the travel industry including online travel distribution, wholesale distribution and travel technology. The team’s strong relationships and industry experience serve as a catalyst for positioning NextTrip as a significant player in the travel space.
• In 2023 NextTrip has established more than 200 direct relationships with blue-chip travel organizations, as well as major industry suppliers for air, hotel and other travel and travel-related services to ensure robust products and an offering of more than 2 million hotels worldwide.
• NextTrip management believes this transaction will be transformational since, as a public company, NextTrip is expected to have access to additional sources of capital on more favorable terms to fund strategic growth initiatives, as well as the ability to tap into adjacent markets and more efficiently scale existing operations.
• Existing Sigma shareholders and other equity holders will retain their equity interests in Sigma, which, if all business milestones of NextTrip are met, are expected to constitute a single-digit percentage of Sigma’s fully diluted equity.
• Following a period of strategic realignment which is tied to certain NextTrip business objectives, NextTrip's potential future initiatives will be focused on driving the company's renewed growth agenda, exploring strategic M&A to drive revenue synergies through the expansion of product and travel consumer offerings, and continuing to invest in the development of innovative technologies to connect travel customers for discovery and booking domestic and international destinations.
• At closing, NextTrip CEO William Kerby is expected to become CEO of the publicly traded company and NextTrip will have the right to appoint a seat to the board.
• Sigma’s existing board will be retained during the realignment period with NextTrip earning the right to designate additional board members and officers upon reaching business milestones.

Management Comments