What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-14 compared with 2025-08-14 · 314 added, 372 removed, 994 unchanged (41% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933, as amended (the “Securities

Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provide a safe

harbor for forward-looking statements made by or on behalf of NextNRG, Inc.

(“NextNRG,” “we,”

“us,” “our,” or the “Company”).

The Company and its representatives may from time to time make

written or oral statements that are “forward-looking,” including statements contained in this report and other filings

with the Securities and Exchange Commission (“SEC”) and in our reports and presentations to stockholders or potential

stockholders.

In some cases, forward-looking statements can be identified by words such as “believe,”

“expect,” “anticipate,” “plan,” “potential,” “continue” or similar

Such forward-looking statements include risks and uncertainties and there are important factors that could cause actual

results to differ materially from those expressed or implied by such forward-looking statements.

These factors, risks and

uncertainties can be found in Part I, Item 1A, “Risk Factors,” of the Company’s Annual Report on Form 10-K for the

fiscal year ended December 31, 2024, as the same may be updated from time to time, including in Part II, Item 1A, “Risk

Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”),

and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provide a safe harbor for forward-looking

statements made by or on behalf of NextNRG, Inc.

(“NextNRG,” “we,” “us,” “our,” or the

The Company and its representatives may from time to time make written or oral statements that are “forward-looking,”

including statements contained in this report and other filings with the Securities and Exchange Commission (“SEC”) and in

our reports and presentations to stockholders or potential stockholders.

In some cases, forward-looking statements can be identified

by words such as “believe,” “expect,” “anticipate,” “plan,” “potential,”

“continue” or similar expressions.

Such forward-looking statements include risks and uncertainties and there are important

factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements.

factors, risks and uncertainties can be found in Part I, Item 1A, “Risk Factors,” of the Company’s Annual Report on

Form 10-K for the fiscal year ended December 31, 2024, as the same may be updated from time to time, including in Part II, Item 1A, “Risk

Factors,” of this Quarterly Report on Form 10-Q.

12 unchanged sentences

The following discussion should be read in conjunction with our unaudited consolidated financial

statements for the three and six months ended June 30, 2025 and the notes thereto included in this Quarterly Report on Form 10-Q, as

well as our other reports filed with the SEC from time to time, including, but not limited to, our Annual Report on Form 10-K for the

year ended December 31, 2024.

is Powering What’s Next by implementing artificial intelligence (“AI”) and machine learning (“ML”) into renewable energy, next-generation

energy infrastructure, battery storage, wireless electric vehicle (“EV”) charging and on-demand mobile fuel delivery to create an integrated

statements for the three and six months ended September 30, 2025 and the notes thereto included in this Quarterly Report on Form 10-Q,

as well as our other reports filed with the SEC from time to time, including, but not limited to, our Annual Report on Form 10-K for

the year ended December 31, 2024.

is Powering What’s Next by implementing artificial intelligence (“AI”) and machine learning (“ML”) into

renewable energy, next-generation energy infrastructure, battery storage, wireless electric vehicle (“EV”) charging and on-demand

mobile fuel delivery to create an integrated ecosystem.

At the core of NextNRG’s strategy is its utility operating system, which leverages AI and ML to help make existing utilities’

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of energy (based on kilowatt hours) pursuant to the terms of Power Purchase Agreements (“PPAs”).

NextNRG’s PPAs will typically have

fixed or floating rates and are expected to be generally invoiced monthly.

NextNRG’s PPAs will

typically have fixed or floating rates and are expected to be generally invoiced monthly.

plans to sell energy to its wireless EV charging customers.

NextNRG also plans to sell its innovative solutions

to property owners, parking facilities, municipalities, and government agencies, as well as charge point operators, empowering the growth

of sustainable transportation infrastructure.

NextNRG plans to generate revenue from the deployment

of solar and battery storage solutions where applicable to further take advantage of the renewable energy industry.

Energy pricing is

based on peak/off-peak rates at any given charging location.

NextNRG plans to negotiate our own PPA accordingly.

NextNRG is also planning

to sell energy to electric vehicle owners via wireless EV charging.

Software as a Service (“SaaS”)

also plans to sell its innovative solutions to property owners, parking facilities, municipalities, and government agencies, as well

as charge point operators, empowering the growth of sustainable transportation infrastructure.

plans to generate revenue from the deployment of solar and battery storage solutions where applicable to further take advantage of the

renewable energy industry.

Energy pricing is based on peak/off-peak rates at any given charging location.

NextNRG plans to negotiate

our own PPA accordingly.

NextNRG is also planning to sell energy to electric vehicle owners via wireless EV charging.

as a Service (“SaaS”) Agreements

plans to generate revenue from the sale of its energy management software under SaaS agreements with utility companies;

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Fuel Delivery

mobile fueling solution is an on-demand and subscription fuel delivery service that brings fuel directly to consumers, commercial

fleets, and specialty vehicles at homes, workplaces, and job sites.

Leveraging digital technology and GPS-based systems, this

service responds to the increasing preference for home and workplace product deliveries.

Particularly, our fleet services are

experiencing significant growth, providing a streamlined, efficient fueling option that allows commercial operators to optimize

operations and reduce downtime.

For the six months ended June 30, 2025 and the year ended December 31, 2025, we derived all of our revenues from

mobile fuel deliveries.

mobile fueling solution is an on-demand and subscription fuel delivery service that brings fuel directly to consumers, commercial fleets,

and specialty vehicles at homes, workplaces, and job sites.

Leveraging digital technology and GPS-based systems, this service responds

to the increasing preference for home and workplace product deliveries.

Particularly, our fleet services are experiencing significant

growth, providing a streamlined, efficient fueling option that allows commercial operators to optimize operations and reduce downtime.

For the nine months ended September 30, 2025 and the year ended December 31, 2025, we derived all of our revenues from mobile fuel deliveries.

Exchange with Next Holding

On August 10, 2023, the Company, the members (the “Members”) of Next Charging LLC (“Next Charging”)

and Michael Farkas, as the representative of the Members, entered into an Exchange Agreement (the “Exchange Agreement”), pursuant

to which the Company agreed to acquire from the Members 100% of the membership interests of Next Charging (the “Membership Interests”)

August 10, 2023, the Company, the members (the “Members”) of Next Charging LLC (“Next Charging”) and Michael

Farkas, as the representative of the Members, entered into an Exchange Agreement (the “Exchange Agreement”), pursuant to

which the Company agreed to acquire from the Members 100% of the membership interests of Next Charging (the “Membership Interests”)

in exchange for up to 40,000,00 shares of common stock.

Subsequently, Next Charging converted to a corporation

organized in the State of Nevada named NextNRG Holding Corp.

(“Next Holding”) effective as of March 1, 2024 (the “Conversion”),

which Conversion continued the existence of the prior entity in the new corporate form and the prior members of Next Charging remained

as shareholders of Next Holding.

On June 11, 2024, in order to reflect the Conversion, the Company, all of the shareholders of Next Holding and Mr.

Farkas as the representative of the Next Holding executed a second amended and restated agreement to replace the Exchange Agreement in

its entirety (the “Second Amended and Restated Exchange Agreement”).

Pursuant to the Second Amended and Restated Exchange

Agreement, the Company agreed to acquire from the Next Holding 100% of the shares of Next Holding in exchange for the issuance by the

Company to the Next Holding shareholders of Company common stock.

On September 25, 2024, the Company and Mr.

Farkas entered into the second amendment to the Second Amended and Restated

Exchange Agreement (“Second Amendment”) to change the number of the Company’s common stock shares to be issued to the

Next Holding shareholders by the Company in exchange for 100% of the shares of Next Holding to 100,000,000 shares of the Company’s

common stock.

The Second Amendment also provided that in the event Next Holding completes the acquisition of STAT-EI, Inc.

or “STAT”), prior to the closing, then 50,000,000 shares will vest on the closing date, and the remaining 50,000,000 shares

will be subject to vesting or forfeiture (such shares subject to vesting or forfeiture, the “Restricted Shares”).

completed the acquisition of SEI on January 19, 2024, and thus 50,000,000 vested on that closing date.

The remaining 50,000,000 restricted

shares are subject to vesting or forfeiture.

25,000,000 of the 50,000,000 restricted shares will vest, if at all, upon the Company commercially

deploying the third solar, wireless electric vehicle charging, microgrid, and/or battery storage system (such systems as more specifically

defined under the Second Amended and Restated Exchange Agreement, as amended) and 25,000,000 of the 50,000,000 Restricted Shares will

vest, if at all, upon the Company either reaching annual revenues exceeding $100 million, the Company completing projects with deployment

costs greater than $100 million, or the Company completing a capital raise greater than $25 million.

Prior to closing, the Company (i) increased the number of its authorized shares of common stock from 50,000,000 to

500,000,000, (ii) received stockholder approval, (iii) received third-party consents, and (iv) ensured compliance with the rules and regulations

of The Nasdaq Stock Market.

On February 13, 2025, the closing of the transactions

contemplated by the Second Amended and Restated Exchange Agreement, as amended, was completed.

Pursuant to the terms of the Second Amended

and Restated Exchange Agreement, as amended, the Company issued an aggregate of 100,000,000 shares of common stock in exchange for all

of the issued and outstanding common stock of Next Holding, and Next Holding became a wholly owned subsidiary of the Company.

Subsequently, Next Charging converted to a corporation organized in the State

of Nevada named NextNRG Holding Corp.

(“Next Holding”) effective as of March 1, 2024 (the “Conversion”), which

Conversion continued the existence of the prior entity in the new corporate form and the prior members of Next Charging remained as shareholders

of Next Holding.

June 11, 2024, in order to reflect the Conversion, the Company, all of the shareholders of Next Holding and Mr.

Farkas as the representative

of the Next Holding executed a second amended and restated agreement to replace the Exchange Agreement in its entirety (the “Second

Amended and Restated Exchange Agreement”).

Pursuant to the Second Amended and Restated Exchange Agreement, the Company agreed to

acquire from the Next Holding 100% of the shares of Next Holding in exchange for the issuance by the Company to the Next Holding shareholders

of Company common stock.

September 25, 2024, the Company and Mr.

Farkas entered into the second amendment to the Second Amended and Restated Exchange Agreement

(“Second Amendment”) to change the number of the Company’s common stock shares to be issued to the Next Holding shareholders

by the Company in exchange for 100% of the shares of Next Holding to 100,000,000 shares of the Company’s common stock.

Second Amendment also provided that in the event Next Holding completes the acquisition of STAT-EI, Inc.

(“SEI” or “STAT”),

prior to the closing, then 50,000,000 shares will vest on the closing date, and the remaining 50,000,000 shares will be subject to vesting

or forfeiture (such shares subject to vesting or forfeiture, the “Restricted Shares”).

Next Holding completed the acquisition

of SEI on January 19, 2024, and thus 50,000,000 vested on that closing date.

The remaining 50,000,000 restricted shares are subject to

vesting or forfeiture.

25,000,000 of the 50,000,000 restricted shares will vest, if at all, upon the Company commercially deploying the

third solar, wireless electric vehicle charging, microgrid, and/or battery storage system (such systems as more specifically defined

under the Second Amended and Restated Exchange Agreement, as amended) and 25,000,000 of the 50,000,000 Restricted Shares will vest, if

at all, upon the Company either reaching annual revenues exceeding $100 million, the Company completing projects with deployment costs

greater than $100 million, or the Company completing a capital raise greater than $25 million.

to closing, the Company (i) increased the number of its authorized shares of common stock from 50,000,000 to 500,000,000, (ii) received

stockholder approval, (iii) received third-party consents, and (iv) ensured compliance with the rules and regulations of The Nasdaq Stock

February 13, 2025, the closing of the transactions contemplated by the Second Amended and Restated Exchange Agreement, as amended, was

Pursuant to the terms of the Second Amended and Restated Exchange Agreement, as amended, the Company issued an aggregate of

100,000,000 shares of common stock in exchange for all of the issued and outstanding common stock of Next Holding, and Next Holding became

a wholly owned subsidiary of the Company.

and Director Changes

9 unchanged sentences

over-allotments, if any.

February 13, 2025, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with ThinkEquity

LLC (“Representative”), as representative of the underwriters (“Underwriters”) named on Schedule I thereto,

relating to the Company’s firm commitment underwritten public offering (the “Offering”) of common stock.

to the Underwriting Agreement, the Company agreed to sell 5,000,000 shares of common stock to the Underwriters at the Offering

Price, and granted the Representative a 45-day over-allotment option to purchase up to 750,000 additional shares of common stock,

equivalent to 15% of the shares of common stock sold in the Offering (the “Option”), pursuant to the Company’s

registration statement on Form S-1, as amended (File No.

333-261984) (the “Registration Statement”), under the

Securities Act of 1933, as amended (the “Securities Act”).

February 13, 2025, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with ThinkEquity LLC

(“Representative”), as representative of the underwriters (“Underwriters”) named on Schedule I thereto, relating

to the Company’s firm commitment underwritten public offering (the “Offering”) of common stock.

Pursuant to the Underwriting

Agreement, the Company agreed to sell 5,000,000 shares of common stock to the Underwriters at the Offering Price, and granted the Representative

a 45-day over-allotment option to purchase up to 750,000 additional shares of common stock, equivalent to 15% of the shares of common

stock sold in the Offering (the “Option”), pursuant to the Company’s registration statement on Form S-1, as amended

333-261984) (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities

closing of the Offering occurred on February 18, 2025.

111 unchanged sentences

There is no prepayment

2025, as part of the sale and leaseback of 34 vehicles to Equify, Inc., proceeds of $250,000 from the sale were paid to Alcourt as a partial

2025, as part of the sale and leaseback of 34 vehicles to Yoshi, Inc., proceeds of $250,000 from the sale were paid to Alcourt as a partial

payment towards this note.

11 unchanged sentences

to be used for the Company’s working capital needs.

The unpaid principal balance of the May 9 Note has a fixed

interest rate of 12% per annum and matures on the earlier of (i) May 9, 2026 or (ii) the date the Company completes a cumulative

capital raise of at least $4,000,000 following the date of the May 9 Note.

Further, the May 9 Note was issued with an original issue

discount of $12,000.

The unpaid principal balance of the May 9 Note has a fixed interest rate of

12% per annum and matures on the earlier of (i) May 9, 2026 or (ii) the date the Company completes a cumulative capital raise of at least

$4,000,000 following the date of the May 9 Note.

Further, the May 9 Note was issued with an original issue discount of $12,000.

Note, dated as of May 19, 2025

12 unchanged sentences

Further, the May 20 Note was issued with an original issue discount of $21,000.

Equify Master Lease Agreement

On June 9, 2025, the Company

entered into a Master Lease Agreement (the “Master Lease”), dated as of May 29, 2025, with Equify Financial, LLC (“Equify”).

Pursuant to the terms of the Master Lease, Equify agreed to lease to the Company certain equipment as set forth in lease schedules that

may be entered into from time to time (each, a “Lease”).

Each Lease will constitute a separate lease or financing as indicated

on such Lease Schedule of the equipment described on each Lease.

The Master Lease is not a commitment to enter into any Lease, or lease

or finance any property unless expressly agreed in writing.

The term of each Lease will

continue for the number of months set forth in the Lease.

Pursuant to the terms of

the Master Lease, the Company agreed to pay to Equify all rent monthly in advance, and to pay all other amounts due under each Lease as

and when required under the Master Lease, as indicated in the Lease.

If any rent or other amount due under a Lease is not received when

due, the Company will pay a late charge equal to 5% of the overdue amount, together with interest at the rate of 18% per annum, provided

that no late charge will exceed the maximum amount permitted by applicable law.

Unless otherwise stated in

the Lease, the Company will pay to Equify, on or before the first rent payment date, two full payments, one to be applied to the Company’s

obligation to pay the first payment and the other to be applied to the last payment due under the Lease.

The Company agreed to indemnify,

hold harmless and defend Equify and its officers, directors, employees, successors and/or assigns against any and all claims, demands,

suits and legal proceedings, in any way arising out of or involving the equipment leased under the Master Lease, the Master Lease and/or

any Lease or other document entered into in connection with the Master Lease.

The Master Lease contains

representations, warranties and covenants that are customary for a transaction of this type.

001 under Master

On June 9, 2025, the Company

and Equify entered into Equipment Lease Schedule No.

Master Lease Agreement

June 9, 2025, the Company entered into a Master Lease Agreement (the “Master Lease”), dated as of May 29, 2025, with Equify

Financial, LLC (“Equify”).

Pursuant to the terms of the Master Lease, Equify agreed to lease to the Company certain equipment

as set forth in lease schedules that may be entered into from time to time (each, a “Lease”).

Each Lease will constitute

a separate lease or financing as indicated on such Lease Schedule of the equipment described on each Lease.

The Master Lease is not a

commitment to enter into any Lease, or lease or finance any property unless expressly agreed in writing.

term of each Lease will continue for the number of months set forth in the Lease.

to the terms of the Master Lease, the Company agreed to pay to Equify all rent monthly in advance, and to pay all other amounts due under

each Lease as and when required under the Master Lease, as indicated in the Lease.

If any rent or other amount due under a Lease is not

received when due, the Company will pay a late charge equal to 5% of the overdue amount, together with interest at the rate of 18% per

annum, provided that no late charge will exceed the maximum amount permitted by applicable law.

otherwise stated in the Lease, the Company will pay to Equify, on or before the first rent payment date, two full payments, one to be

applied to the Company’s obligation to pay the first payment and the other to be applied to the last payment due under the Lease.

Company agreed to indemnify, hold harmless and defend Equify and its officers, directors, employees, successors and/or assigns against

any and all claims, demands, suits and legal proceedings, in any way arising out of or involving the equipment leased under the Master

Lease, the Master Lease and/or any Lease or other document entered into in connection with the Master Lease.

Master Lease contains representations, warranties and covenants that are customary for a transaction of this type.

001 under Master Lease

June 9, 2025, the Company and Equify entered into Equipment Lease Schedule No.

001 under the Master Lease (“Lease No.

001”), dated as of May 29, 2025,

pursuant to which Equify agreed to lease to the Company certain equipment as set forth in Lease No.

001 for a total equipment cost of

dated as of May 29, 2025, pursuant to which Equify agreed to lease to the Company certain equipment as set forth in Lease No.

a total equipment cost of $899,640 .

001 has an initial term of 36 months.

Pursuant to the terms of Lease No.

001, the Company agreed to pay an initial

rent payment of $27,886, followed by 35 rent payments, each in the amount of $27,790 beginning on August 1, 2025.

So long as the Company is

not in default or suffered an event that with notice or lapse of time could constitute an event of default under Lease No.

001 and Lease

001 has not been previously terminated or cancelled, the Company may purchase all (but not less than all) of Equify’s rights,

title and interests with respect to the equipment leased thereunder upon expiration of the initial lease term upon not more than 120 calendar

days nor less than 90 calendar days prior written notice to Equify for a purchase price equal to:

(a) $179,928 (which amount is the parties’

true estimate of the fair market value of the equipment at the end of the initial lease term), plus (b) applicable sales taxes and other

amounts due or payable with respect to such sale;

plus (c) any and all other amounts due under Lease No.

001, the Company

agreed to pay an initial rent payment of $27,886, followed by 35 rent payments, each in the amount of $27,790 beginning on August 1,

long as the Company is not in default or suffered an event that with notice or lapse of time could constitute an event of default under

001 and Lease No.

001 has not been previously terminated or cancelled, the Company may purchase all (but not less than all)

of Equify’s rights, title and interests with respect to the equipment leased thereunder upon expiration of the initial lease term

upon not more than 120 calendar days nor less than 90 calendar days prior written notice to Equify for a purchase price equal to:

$179,928 (which amount is the parties’ true estimate of the fair market value of the equipment at the end of the initial lease

term), plus (b) applicable sales taxes and other amounts due or payable with respect to such sale;

plus (c) any and all other amounts

due under Lease No.

Note, dated as of June 10, 2025

5 unchanged sentences

Further, the June 10 Note was issued with an original issue discount of $46,000.

is the Company’s Chief Executive Officer, Chairman of the Board of Directors and beneficial holder of a majority of the Company’s

outstanding common stock.

Farkas is the Company’s Chief Executive Officer, Chairman of the Board of Directors and beneficial holder of a majority of the

Company’s outstanding common stock.

Debt Agreement

28 unchanged sentences

outstanding common stock, personally guaranteed the Company’s obligations under the Venture Debt Agreement.

Financial Overview

For the three months ended

June 30, 2025 and 2024, we generated revenues of $19,691,568 and $7,394,778, respectively, and reported a net loss of $36,133,274 and

$5,616,385, respectively.

For the six months ended June 30, 2025 and 2024, we generated revenues of $35,964,241 and $13,991,897, respectively,

and reported a net loss of $45,071,275 and $8,291,637, respectively, and cash flows used in operating activities of $6,336,312 and $8,331,359,

respectively.

As noted in our unaudited consolidated financial statements, as of June 30, 2025, we had an accumulated deficit of $112,770,877.

the three months ended September 30, 2025 and 2024, we generated revenues of $22,860,041 and $6,985,963, respectively, and reported a

net loss of $14,974,993 and $10,618,576, respectively.

For the nine months ended September 30, 2025 and 2024, we generated revenues of

$58,824,282 and $20,977,860, respectively, and reported a net loss of $60,046,267 and $18,840,928, respectively, and cash flows used

in operating activities of $15,168,347 and $8,331,359 , respectively.

As noted in our unaudited consolidated financial statements,

as of September 30, 2025, we had an accumulated deficit of $127,173,896.

of Operations

following table sets forth our results of operations for the three and six months ended June 30, 2025 and 2024:

following table sets forth our results of operations for the three and nine months ended September 30, 2025 and 2024:

and amortization

(30,765,704 )

(36,519,576 )

$ (36,133,274 )

$ (5,616,385 )

$ (45,071,274 )

$ (8,291,637 )

the three months ended June 30, 2025 compared to the three months ended June 30, 2024

for the three months ended June 30, 2025 increased significantly compared to the three months ended June 30, 2024.

This growth was primarily

attributable to a rise in gallons delivered as well as an uptick in the average price per gallon.

Several factors contributed to this

the three months ended September 30, 2025 compared to the three months ended September 30, 2024

for the three months ended September 30, 2025 increased significantly compared to the three months ended September 30, 2024.

was primarily attributable to a rise in gallons delivered as well as an uptick in the average price per gallon.

Several factors contributed

to this performance:

Customer Base.

14 unchanged sentences

campaigns, these tech and branding initiatives boosted visibility and encouraged higher consumer adoption rates, further lifting

of sales rose in the three months ended June 30, 2025, compared to the three months ended June 30, 2024, in line with the higher sales

volumes and expanded market coverage.

of sales rose in the three months ended September 30, 2025, compared to the three months ended September 30, 2024, in line with the higher

sales volumes and expanded market coverage.

Despite the increase in absolute costs, gross profit improved, reflecting disciplined pricing,

14 unchanged sentences

scheduling helped partially offset the impact of these higher costs, contributing to the year-over-year improvement in gross profit.

incurred operating expenses of $31,779,768 during the three months ended June 30, 2025, compared to $2,766,945 during the prior

incurred operating expenses of $10,906,663 during the three months ended September 30, 2025, compared to $3,191,826 during the prior

year, representing an increase of $7,714,837.

This increase was primarily due to a $25.5 million grant of stock-based compensation to

employees and consultants during the three months ended June 30, 2025, as well as an increase in other general and

administrative expenses.

This increase was primarily due to $7.0 million in stock-based compensation expenses from

issuances to employees and consultants during the three months ended September 30, 2025 and vesting of options and RSUs, as well as an

increase in other general and administrative expenses related to the continued growth of the Company.

and Amortization

and amortization expense saw an increase in the three months ended June 30, 2025, compared to the same period in 2024.

and amortization expense saw an increase in the three months ended September 30, 2025, compared to the same period in 2024.

This increase

1 unchanged sentence

expense consisted of the following:

For the Three Months Ended

Period over Period Changes

Increase (Decrease)

Interest income

Other (expense) income

Gain (loss) on settlement

Interest expense (including amortization of debt discount)

Total other expense - net

the Three Months Ended

September 30,

over Period Changes

(expense) income

(loss) on settlement

expense (including amortization of debt discount)

other expense - net

$ (5,973,126 )

1 unchanged sentence

$ (1,661,001 )

Company’s other expense, net, increased significantly in the three months ended June 30, 2025, compared to the three

months ended June 30, 2024.

The primary drivers were the increase in interest expense—particularly from default penalty interest

and the addition of new notes payable—and the loss on debt extinguishment associated with related-party debt transactions.

Company’s other expense, net, decreased in the three months ended September 30, 2025, compared to the three months ended September

The primary drivers were a decrease in interest expense, partially offset by an increase in loss on debt extinguishment.

is a detailed breakdown of the major components.

was very little change in interest income between the three months ended June 30, 2025 and June 30, 2024.

was very little change in interest income in the three months ended September 30, 2025, compared to the same period in 2024.

(expense) income

expense, including loss on settlement, increased significantly in the three months ended June 30, 2025, compared to the three months ended June 30, 2024, driven primarily

by the loss on settlement for the purchase of trucks from Yoshi, Inc.

at a purchase price higher than fair value, and the loss on settlement

of accounts payable.

expense, including loss on settlement, decreased significantly in the three months ended September 30, 2025, compared to the three months

ended September 30, 2024, driven primarily by a decrease in interest expense, partially offset by the loss on settlement for the sale

of trucks to Equify at less than carrying value.

Expense (including amortization of debt discount)

4 unchanged sentences

and New Borrowings:

Interest expense was recognized on outstanding debt instruments.

Three Months Ended

Period-over-Period Changes

Increase (Decrease)

Net loss including non-controlling interest

The interest expense recognized on outstanding debt instruments was lower than the three months ended September

Period-over-Period

loss including non-controlling interest

$ (14,229,581 )

1 unchanged sentence

$ (3,611,005 )

net loss increased significantly in the three months ended June 30, 2025, as a result of the categories discussed above, most materially

net loss increased significantly in the three months ended September 30, 2025, as a result of the categories discussed above, most materially

by a large grant of stock-based compensation to employees and consultants for $7.0 million.

5 unchanged sentences

initiatives further reduced operating expenses, though the Company continues to invest in talent and technology to fuel long-term growth.

the six months ended June 30, 2025 compared to the six months ended June 30, 2024

for the six months ended June 30, 2025 increased significantly compared to the six months ended June 30, 2024.

This growth was primarily

attributable to a rise in gallons delivered as well as an uptick in the average price per gallon.

Several factors contributed to this

the nine months ended September 30, 2025 compared to nine six months ended September 30, 2024

for the nine months ended September 30, 2025 increased significantly compared to the nine months ended September 30, 2024.

was primarily attributable to a rise in gallons delivered as well as an uptick in the average price per gallon.

Several factors contributed

to this performance:

Customer Base.

14 unchanged sentences

campaigns, these tech and branding initiatives boosted visibility and encouraged higher consumer adoption rates, further lifting

of sales rose in the six months ended June 30, 2025, compared to the six months ended June 30, 2024, in line with the higher sales volumes

and expanded market coverage.

Despite the increase in absolute costs, gross profit improved, reflecting disciplined pricing, higher-margin

sales, and operational efficiencies.

of sales rose in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, in line with the higher

sales volumes and expanded market coverage.

Despite the increase in absolute costs, gross profit improved, reflecting disciplined pricing,

higher-margin sales, and operational efficiencies.

Key factors influencing cost of sales included:

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and Amortization

and amortization expense saw an increase in the six months ended June 30, 2025, compared to the same period in 2024.

This increase was

primarily driven by added depreciation related to the 99 trucks acquired in late 2024.

Operating Expenses

We incurred operating expenses of $37,318,273

during the six months ended June 30, 2025, compared to $4,695,900 during the prior year, representing an increase of $32,622,373.

This increase was primarily due to stock-based compensation to employees and consultants of $25.5 million during the

six months ended June 30, 2025, as well as an increase in other general and administrative expenses.

and amortization expense saw an increase in the nine months ended September 30, 2025, compared to the same period in 2024.

This increase

was primarily driven by added depreciation related to the 99 trucks acquired in late 2024.

incurred operating expenses of $48,224,935 during the nine months ended September 30, 2025, compared to $7,887,726 during the prior year,

representing an increase of $40,337,209.

This increase was primarily due to $31.1 million in stock-based compensation expenses from issuances

to employees and consultants during the nine months ended September 30, 2025 and vesting of options and RSUs, as well as an increase

in other general and administrative expenses related to the continued growth of the Company.

Income (Expense)

income (expense) consisted of the following:

For the Six Months Ended

Period over Period Changes

Increase (Decrease)

Interest income

Gain (loss) on settlement

Other (expense) income

Interest expense (including amortization of debt discount)

Total other expense - net

the Nine Months Ended

September 30,

over Period Changes

(loss) on settlement

(expense) income

expense (including amortization of debt discount)

(12,034,378 )

(10,672,879 )

Company’s other expense, net, increased significantly in the six months ended June 30, 2025, compared to the six

months ended June 30, 2024.

The primary drivers were the increase in interest expense—particularly from default penalty

interest—and the loss on debt extinguishment associated with related-party debt transactions.

Below is a detailed breakdown of

the major components.

was very little change in interest income in the six months ended June 30, 2025, compared to the same period in 2024.

expense, including loss on settlement, increased significantly in the six months ended June 30, 2025, compared to the six months ended June 30, 2024, driven

primarily by the loss on settlement for the purchase of trucks from Yoshi, Inc.

at a purchase price higher than fair value, and the

loss on settlement of accounts payable.

other expense - net

$ (14,524,825 )

$ (11,395,870 )

$ (3,128,955 )

Company’s other expense, net, increased in the nine months ended September 30, 2025, compared to the nine months ended September

The primary drivers were the increase in interest expense—particularly from default penalty interest and extension fees—and

the loss on debt extinguishment associated with related-party debt transactions.

Below is a detailed breakdown of the major components.

was very little change in interest income in the nine months ended September 30, 2025, compared to the same period in 2024.

expense, including loss on settlement, increased significantly in the nine months ended September 30, 2025, compared to the nine months

ended September 30, 2024, driven primarily by the loss on settlement for the purchase of trucks from Yoshi, Inc.

at a purchase price

higher than fair value, the loss on settlement for the sale of trucks to Equify for less than carrying value, and the loss on settlement

of accounts payable.

Expense (including amortization of debt discount)

expense surged in 2025, primarily due to:

expense increased in 2025, primarily due to:

of Debt Discount:

The amortization of debt discount increased in the six months ended June 30, 2025 compared to the same period in

The amortization of debt discount increased in the nine months ended September 30, 2025 compared to the same period

This reflects additional debt arrangements with original issue discounts.

Additionally, in connection with the conversion of

debt converted to equity, related unamortized discounts were expensed at that time.

Additionally, in connection with the conversion

of debt converted to equity, related unamortized discounts were expensed at that time.

and New Borrowings:

Interest expense was recognized on outstanding debt instruments.

Six Months Ended

Period-over-Period Changes

Increase (Decrease)

Net loss including non-controlling interest

Period-over-Period

loss including non-controlling interest

$ (60,046,267 )

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$ (41,205,339 )

net loss was the result of the categories discussed above, most materially by a large stock based compensation expense during the six

months ended June 30, 2025 of $25.5 million.

Overall, the increase in revenues, driven by both volume and pricing, showcases the Company’s

successful market expansion and deepening fleet partnerships.

While costs naturally rose with higher delivery volumes, disciplined operational

execution and strategic pricing helped improve gross profit.

Ongoing cost-optimization initiatives further reduced operating expenses,

though the Company continues to invest in talent and technology to fuel long-term growth.

Prepaids and other

assets increased from $42,509 as of June 30, 2024 to $2,275,237 as of June 30, 2025.

The primary driver of this increase was higher prepaid

truck insurance costs, as the Company’s fleet expanded from 47 trucks to 146 during the period, resulting in significantly higher

insurance premiums financed.

These insurance premiums are financed, with the related liability recorded in “Accounts payable and

accrued expenses.

net loss was the result of the categories discussed above, most materially by a large stock-based compensation expense during the nine

months ended September 30, 2025 of $31.1 million.

Overall, the increase in revenues, driven by both volume and pricing, showcases the

Company’s successful market expansion and deepening fleet partnerships.

While costs naturally rose with higher delivery volumes,

disciplined operational execution and strategic pricing helped improve gross profit.

Ongoing cost-optimization initiatives further reduced

operating expenses, though the Company continues to invest in talent and technology to fuel long-term growth.

Financial Measures

Adjusted EBITDA is a non-GAAP financial measure which we use in our financial performance

This measure should not be considered a substitute for GAAP-basis measures, nor should it be viewed as a substitute for operating

results determined in accordance with GAAP.

We believe that the presentation of Adjusted EBITDA, a non-GAAP financial measure that excludes

the impact of net interest expense, taxes, depreciation, amortization, impairment of goodwill, other intangibles and fixed assets, and

stock compensation expense, provides useful supplemental information that is essential to a proper understanding of our financial results.

Non-GAAP measures are not formally defined by GAAP, and other entities may use calculation methods that differ from ours for the purposes

of calculating Adjusted EBITDA.

As a complement to GAAP financial measures, we believe that Adjusted EBITDA assists investors who follow

the practice of some investment analysts who adjust GAAP financial measures to exclude items that may obscure underlying performance and

distort comparability.

following is a reconciliation of net loss to the non-GAAP financial measure referred to as Adjusted EBITDA for the three and six months

ended June 30, 2025 and 2024:

Three Months Ended

Six Months Ended

EBITDA and average fuel margin per gallon are non-GAAP financial measures which we use in our financial performance analyses.

These measures

should not be considered a substitute for GAAP-basis measures, nor should they be viewed as a substitute for operating results determined

in accordance with GAAP.

We believe that the presentation of Adjusted EBITDA, a non-GAAP financial measure that excludes the impact of

net interest expense, taxes, depreciation, amortization, impairment of goodwill, other intangibles and fixed assets, and stock compensation

expense, provides useful supplemental information that is essential to a proper understanding of our financial results.

We also believe

that the presentation of average fuel margin per gallon, a non-GAAP financial measure calculated by subtracting cost of sales specific

to fuel purchases and merchant fees from net sales and dividing it by the number of gallons delivered in the reporting period.

measures are not formally defined by GAAP, and other entities may use calculation methods that differ from ours for the purposes of calculating

Adjusted EBITDA.

As a complement to GAAP financial measures, we believe that Adjusted EBITDA assists investors who follow the practice

of some investment analysts who adjust GAAP financial measures to exclude items that may obscure underlying performance and distort comparability.

following is a reconciliation of net loss to the non-GAAP financial measure referred to as Adjusted EBITDA for the three and nine months

ended September 30, 2025 and 2024:

$ (14,974,993 )

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$ (18,840,928 )

Interest expense

Depreciation and amortization

Stock-based compensation

Adjusted EBITDA

and amortization

$ (3,015,131 )

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We had cash of $653,869

and $334,067 as of June 30, 2025 and 2024, respectively.

and $911,558 as of September 30, 2025 and 2024, respectively.

Flow Activities

cash balances at June 30, 2025 and 2024 were as follows:

Period-over-Period Changes

Increase (Decrease)

Cash and cash equivalents

and cash equivalents increased year over year.

The primary drivers of this increase were:

Debt Financing Received

Company secured additional financing at the end of the fiscal year ended December 31, 2 024 , boosting its cash position.

This infusion of funds was a key

component in supporting ongoing operational needs and future growth initiatives.

Timing of Expenses

operating expenses were either deferred or settled after year-end, resulting in higher cash on hand as of June 30, 2025.

variance can create short-term fluctuations in the Company’s reported cash balances.

Overall, the Company’s

stronger cash position provides added liquidity to support daily operations, manage working capital requirements, and pursue

strategic opportunities.

Management continues to monitor cash flows carefully to ensure that the Company maintains sufficient

funding for near-term obligations and future expansion.

cash used in operating activities was $6,336,312 for the six months ended June 30, 2025, which was made up primarily by the net loss

of $45,071,275 and offset by non-cash adjustments for a net amount of $38,734,963, most notably including an expense of $25.5

million related to stock-based compensation issued to employees and consultants.

Net cash used in operating activities was

$8,331,359 during the six months ended June 30, 2024, which was made up primarily by the net loss of $8,291,637 and offset by

non-cash adjustments for a net amount of $(39,722).

the six months ended June 30, 2025 net cash used by investing activities was $531,850.

The cash was received as part of the sale of vehicles.

Net cash provided by investing activities during the prior year was $2,130,116 resulting from the proceeds as part of the sale

of marketable debt securities, net of $19,498 in purchases of equipment.

generated $6,845,183 of cash flows from financing activities during the six months ended June 30, 2025, including net proceeds from offerings of $13,669,129 after cash paid for offering costs, as well as proceeds from notes of $11,468,849 offset by repayments

of $19,549,80.

We generated $5,514,049 of cash flows from financing activities during the six months ended June 30, 2024, including

$8,575,924 in proceeds from notes payable offset by $3,061,875 in repayments.

Company has sustained net losses since inception and does not have sufficient revenues and income to fully fund its operations.

result, the Company has relied on equity and debt financings to fund its activities to date.

For the six months ended June 30, 2025,

the Company had a net loss of $45,071,275.

At June 30, 2025, the Company had an accumulated deficit of $112,770,877.

The Company anticipates

that it will continue to generate operating losses and use cash in operations through the foreseeable future.

cash balances at September 30, 2025 and 2024 were as follows:

Period-over-Period

and cash equivalents

and cash equivalents decreased year over year.

The primary drivers of this increase were the Company’s net loss from operations

and repayment of outstanding debt positions throughout the period.

cash used in operating activities was $14,104,694 for the nine months ended September 30, 2025, which was made up primarily by the

net loss of $60,046,267 and offset by non-cash adjustments for a net amount of $45,941,573, most notably including an expense of

$32.5 million related to stock issued for services and prepaid stock to employees and consultants.

Net cash used in operating

activities was $4,178,320 during the nine months ended September 30, 2024, which was made up primarily by the net loss of $18,840,928

and offset by non-cash adjustments for a net amount of $14,662,608.

During the nine

months ended September 30, 2025 net cash used by investing activities was $3,532,763.

This includes cash received as part of the

sale of vehicles and the application of a deposit on assets to the purchase of such assets.

Net cash provided by investing activities during the prior year was $(55,704) resulting from related party

advances and a deposit on future asset purchase.

We generated $19,613,683

of cash flows from financing activities during the nine months ended September 30, 2025, including net proceeds from offerings of $13,815,772

after cash paid for offering costs, as well as proceeds from notes of $18,648,546 offset by repayments of $22,703,992.

We generated $4,124,321

of cash flows from financing activities during the nine months ended September 30, 2024, including $3,550,000 in proceeds from notes payable

offset by $825,679 in repayments.

The Company has sustained

net losses since inception and does not have sufficient revenues and income to fully fund its operations.

As a result, the Company has

relied on equity and debt financings to fund its activities to date.

For the nine months ended September 30, 2025, the Company had a net

loss of $60,046,267.

At September 30, 2025, the Company had an accumulated deficit of $127,173,896.

The Company anticipates that it will

continue to generate operating losses and use cash in operations through the foreseeable future.

Operating Performance and Financing

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Concern Qualification

reflected in the accompanying unaudi ted

consolidated financial statements, for the six months ended June 30, 2025, the Company had:

reflected in the accompanying unaudited consolidated financial statements, for the nine months ended September 30, 2025, the Company

loss available to common stockholders of $59,464,757;

1 unchanged sentence

Additionally,

at June 30, 2025, the Company had:

at September 30, 2025, the Company had:

deficit of 127,173,896;

18 unchanged sentences

The Company had cash on hand

of $2,652,838 at June 30, 2025.

of $653,869 at September 30, 2025.

Company has historically incurred significant losses since inception and has not demonstrated an ability to generate sufficient revenues

8 unchanged sentences

and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

Management is actively pursuing

strategies to enhance revenue generation, improve operational efficiencies, and secure additional financing on more sustainable terms.

We are evaluating various initiatives, including cost-containment measures, operational improvements, and strategic partnerships, with

the aim of transitioning to positive cash flow from operations.

However, there remains a risk that these strategies may not yield the

desired outcomes in the near term.

is actively pursuing strategies to enhance revenue generation, improve operational efficiencies, and secure additional financing on more

sustainable terms.

We are evaluating various initiatives, including cost-containment measures, operational improvements, and strategic

partnerships, with the aim of transitioning to positive cash flow from operations.

However, there remains a risk that these strategies

may not yield the desired outcomes in the near term.

Management’s strategic plans include the following:

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in business activities from which it may earn revenues and incur expenses;

Has operating results that

are regularly reviewed by the Company’s chief operating decision maker (“CODM”), which is our Chief Executive Officer

to make decisions about resource allocation and performance assessment;

Has discrete financial

information available.

operating results that are regularly reviewed by the Company’s chief operating decision maker (“CODM”), which is

our Chief Executive Officer to make decisions about resource allocation and performance assessment;

discrete financial information available.

ASC 280-10-50-5, a public entity is required to report separately only those operating segments that meet certain quantitative thresholds.

1 unchanged sentence

on a consolidated basis, the company may report as a single segment.

The Company has determined that it operates as one reportable segment,

The Company has determined that it operates as two reportable segments,

as its CODM reviews the business as a whole rather than by distinct business components.

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party balances)—are recorded at historical cost.

As of June 30, 2025 and December 31, 2024, respectively, the carrying amounts

As of September 30, 2025 and December 31, 2024, respectively, the carrying amounts

of these instruments approximated their fair values due to their short-term maturities.

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review of outstanding accounts;

collection experience, and

collection experience;

economic conditions (ASC 310-10-35-9).

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long-term financing receivables.

Since the Company’s

accounts receivable are short-term trade receivables that do not meet the scope requirements of ASC 326-20-15-2, it continues to apply

the incurred loss model under ASC 310 for estimating credit losses.

the Company’s accounts receivable are short-term trade receivables that do not meet the scope requirements of ASC 326-20-15-2,

it continues to apply the incurred loss model under ASC 310 for estimating credit losses.

Company accounts for inventory in accordance with FASB ASC 330, Inventory.

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changes in expected performance compared to prior forecasts;

Changes in asset utilization,

including discontinued or modified use;

Negative industry or economic

trends that impact asset value;

Strategic shifts in the

Company’s business operations (ASC 360-10-35-21).

in asset utilization, including discontinued or modified use;

industry or economic trends that impact asset value;

shifts in the Company’s business operations (ASC 360-10-35-21).

Assessment Process

1 unchanged sentence

generated from the use and ultimate disposition of the asset group to its carrying amount (ASC 360-10-35-17).

If the undiscounted

cash flows exceed the carrying amount, no impairment is recognized.

If the undiscounted cash

flows are less than the carrying amount, an impairment loss is recognized, measured as the excess of the carrying amount over the

fair value of the asset (ASC 360-10-35-18).

the undiscounted cash flows exceed the carrying amount, no impairment is recognized.

the undiscounted cash flows are less than the carrying amount, an impairment loss is recognized, measured as the excess of the carrying

amount over the fair value of the asset (ASC 360-10-35-18).

Software Considerations

internal-use capitalized software, impairment is assessed under ASC 350-40-35, which requires evaluation when:

the six months ended June 30, 2025 and 2024, the Company did not record any impairment losses.

the nine months ended September 30, 2025 and 2024, the Company did not record any impairment losses.

Issue Discounts (“OIDs”) and Other Debt Discounts

4 unchanged sentences

certain notes issued, the Company may provide the debt holder with an OID, which is recorded as a debt discount, reducing the face value

The discount is amortized to interest expense over the term of the debt in the unaudited onsolidated statements of operations.

The discount is amortized to interest expense over the term of the debt in the unaudited consolidated statements of operations.

and Other Equity Issued with Debt

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Company accounts for ROU assets and lease liabilities in accordance with FASB ASC 842, Leases.

These amounts reflect the

present value of the Company’s estimated future minimum lease payments over the lease term, including any reasonably certain renewal

options, discounted using a collateralized incremental borrowing rate (ASC 842-20-30-1).

These amounts reflect the present value

of the Company’s estimated future minimum lease payments over the lease term, including any reasonably certain renewal options,

discounted using a collateralized incremental borrowing rate (ASC 842-20-30-1).

Company classifies its leases as either operating or finance leases based on the criteria outlined in ASC 842-10-25-2.

The Company’s

leases primarily consist of operating leases, which are included as ROU assets and operating lease liabilities on the consolidated

balance sheet.

leases primarily consist of operating leases, which are included as ROU assets and operating lease liabilities on the consolidated balance

Company has elected the short-term lease exemption allowed under ASC 842-20-25-2, whereby leases with a term of 12 months or less are

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Factors considered include:

life of leasehold improvements relative to the lease term;

The economic performance

of the business at the leased location;

The comparative cost of

renewal rates versus market rates;

The presence of any significant

economic penalties for non-renewal (ASC 842-10-55-26).

useful life of leasehold improvements relative to the lease term;

economic performance of the business at the leased location;

comparative cost of renewal rates versus market rates;

presence of any significant economic penalties for non-renewal (ASC 842-10-55-26).

a renewal option is deemed reasonably certain to be exercised, the ROU asset and lease liability reflect those additional future lease

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Company recognizes revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers, as amended by ASU 2014-09.

Under ASC 606, revenue is recognized when control of the promised goods or services is transferred

to the customer in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.

606, revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the

consideration the Company expects to receive in exchange for those goods or services.

Company generates revenue from mobile fuel sales, which can be purchased as a one-time transaction or through a monthly membership.

245 unchanged sentences

November 2024, the FASB issued ASU No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense

Disaggregation Disclosures (Subtopic 220-40):

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures

(Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”).

This standard

requires additional disclosures of certain expenses, including purchases of inventory, employee compensation, depreciation, intangible

asset amortization, and other specific expense categories.

This standard also requires disclosure of the total amount of selling expenses

and the Company’s definition of selling expenses.

This update is effective for fiscal years beginning after December 15, 2026,

and interim periods within fiscal years beginning after December 15, 2027.

This standard requires additional disclosures

of certain expenses, including purchases of inventory, employee compensation, depreciation, intangible asset amortization, and other

specific expense categories.

This standard also requires disclosure of the total amount of selling expenses and the Company’s definition

of selling expenses.

This update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years

beginning after December 15, 2027.

Early adoption is permitted.

We are evaluating the impact

this update will have on our annual disclosures;

however, it will not impact our financial condition, results of operations, or cash

We are evaluating the impact this update will have on our annual disclosures;

however, it will not impact our financial condition, results of operations, or cash flows.

Accounting Standards Updates

1 unchanged sentence

consolidated financial position, results of operations, or cash flows.

These reclassifications had no impact on the Company’s consolidated results of operations, stockholders’

equity, or cash flows.

These reclassifications had no impact on the Company’s consolidated

results of operations, stockholders’ equity, or cash flows.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis