Sigma Additive Solutions Inc. filed SEC Form 8-K: Financial Statements and Exhibits (Amendment)
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Explanatory Note
This Current Report on Form 8-K/A (this “First Amendment”) is being filed by Sigma Additive Solutions, Inc., a Nevada corporation (the “Company”), to amend that Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on January 3, 2024 (the “Original Report”), in which the Company reported, among other things, consummation of the acquisition (the “Acquisition”) of NextTrip Holdings, Inc. (“NextTrip”) pursuant to that Share Exchange Agreement entered into by and among the Company, NextTrip and certain other parties on October 12, 2023, as subsequently amended on November 19, 2023 (as amended, the “Exchange Agreement”).
This First Amendment amends and supplements the Original Report to provide the financial statements and pro forma financial information required by Items 9.01(a) and (b) of Form 8-K and a consent of auditors related thereto. No other amendments or modifications to the Original Report are being made by this First Amendment. This First Amendment should be read in connection with the Original Report, which provides a more complete description of the Acquisition, the Exchange Agreement, and transactions contemplated thereby.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The NextTrip audited consolidated financial statements as of and for the years ended February 28, 2023 and 2022, the accompanying notes and the independent auditor’s report related thereto are attached as Exhibit 99.1 hereto and are incorporated by reference herein.
The NextTrip unaudited consolidated financial statements as of and for the three and six months ended August 31, 2023 and 2022, along with the accompanying notes, are attached as Exhibit 99.2 hereto and are incorporated by reference herein.
(b) Pro Forma Financial Information
Certain unaudited pro forma condensed combined financial information of the Company, which give effect to the Acquisition, is filed as Exhibit 99.3 hereto and are incorporated herein by reference.
(d) Exhibits
See the accompanying Index to Exhibits, which information is hereby incorporated herein by reference.
INDEX TO EXHIBITS
| Exhibit Number | Description | |
| 23.1 | Consent of TPS Thayer, LLC | |
| 99.1 | NextTrip audited financial statements as of and for the years ended February 28, 2023 and 2022. | |
| 99.2 | NextTrip unaudited financial statements as of and for the three and six months ended August 31, 2023 and 2022. | |
| 99.3 | Unaudited pro forma condensed combined financial information of the Company. | |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: January 10, 2024 | SIGMA ADDITIVE SOLUTIONS, INC. | |
| By: | /s/ William Kerby | |
| William Kerby | ||
| Chief Executive Officer | ||