What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-04-16 compared with 2025-03-27 · 214 added, 175 removed, 327 unchanged (54% of the section changed)

13 unchanged sentences

Therefore, we will need to raise additional capital in the future to continue our operations.

anticipate that our principal sources of liquidity will only be sufficient to fund our activities through June 30, 2025.

have sufficient cash to fund our operations beyond June 30, 2025, we will need to raise additional equity or debt capital.

anticipate that our principal sources of liquidity will only be sufficient to fund our activities through April 30, 2026.

have sufficient cash to fund our operations beyond April 30, 2026, we will need to raise additional equity or debt capital.

can be no assurance that additional funds will be available when needed from any source or, if available, will be available on terms

16 unchanged sentences

even to the extent that we reduce our operations accordingly, we may be required to curtail or cease operations.

geopolitical conditions could adversely affect our results of operations.

geopolitical conditions, including the war in Israel and invasion of Ukraine, sanctions, and other potential impacts on this region’s

economic environment and currencies, may cause demand for our products and services to be volatile, cause abrupt changes in our customers’

buying patterns, and interrupt our ability to supply products or limit customers’ access to financial resources and ability to

satisfy obligations to us.

Specifically, terrorist attacks, the outbreak of war, or the existence of international hostilities could

damage the world economy, adversely affect the availability of and demand for crude oil and petroleum products and adversely affect both

the price of our fuel and our ability to obtain fuel.

geopolitical conditions and trade policies could adversely affect our results of operations.

and rapidly evolving geopolitical conditions, including ongoing armed conflicts in the Middle East and Ukraine, heightened tensions in

the Strait of Hormuz through which approximately 20 million barrels per day of crude oil transit, expanded sanctions regimes, and the

imposition of new tariffs and trade restrictions, may cause demand for our products and services to be volatile, cause abrupt changes

in our customers’ buying patterns, and interrupt our ability to supply products or limit customers’ access to financial resources

and ability to satisfy obligations to us.

In particular, U.S.

tariff rates have reached their highest levels since World War II, reshaping

global trade flows and increasing costs across the energy supply chain.

Retaliatory tariffs imposed by trading partners, potential further

escalation of trade disputes, and supply chain disruptions resulting from geopolitical realignment could increase our cost of goods,

reduce the availability of critical equipment and parts for our fleet and infrastructure, and negatively impact customer demand.

Specifically,

terrorist attacks, the outbreak or escalation of war, the existence of international hostilities, or the imposition of broad-based trade

restrictions could damage the world economy, adversely affect the availability of and demand for crude oil and petroleum products, adversely

affect both the price of our fuel and our ability to obtain fuel, and disrupt global supply chains upon which we and our suppliers depend.

trade policy, including tariffs and export controls, could increase our costs and disrupt our supply chain.

imposition of significant tariffs on imported goods, including steel, aluminum, electronic components, and other materials used in our

fuel delivery fleet, EV charging equipment, and smart microgrid infrastructure, has increased and may continue to increase our capital

and operating costs.

tariff rates have reached historically elevated levels, and retaliatory measures by trading partners have created

uncertainty across global supply chains.

These trade disruptions have contributed to delays in and, in some cases, abandonment of renewable

energy projects industry-wide.

NextNRG’s smart microgrid and wireless charging hardware may rely on components sourced from countries

subject to tariffs or export controls, and any further escalation of trade restrictions could increase hardware costs, delay product

development timelines, and reduce the cost competitiveness of our offerings.

Additionally, trade policy uncertainty may reduce business

and investor confidence in the energy sector, which could adversely affect our ability to raise capital on favorable terms.

predict the scope, duration, or ultimate impact of current or future trade policies on our business, financial condition, or results

of operations.

and litigation risks may not be covered by insurance.

12 unchanged sentences

condition, results of operations and future prospects may be materially adversely affected.

climate change laws and regulations and the market response to these changes may negatively impact our operations.

regulation of greenhouse (GHG) emissions, from products such as petroleum and diesel, could impose significant additional costs on us,

our suppliers, and our customers.

Some states have adopted laws and regulations regulating the emission of GHGs for some industry sectors.

Mandatory reporting by our customers and suppliers could have an effect on our operations or financial condition.

adoption of additional federal or state climate change legislation or regulatory programs to reduce emissions of GHGs could also require

us or our suppliers to incur increased capital and operating costs, with resulting impact on product price and demand.

The impact of

new legislation and regulations will depend on a number of factors, including (i) which industry sectors would be impacted, (ii) the

timing of required compliance, (iii) the overall GHG emissions cap level, (iv) the allocation of emission allowances to specific sources,

and (v) the costs and opportunities associated with compliance.

At this time, we cannot predict the effect that climate change regulation

may have on our business, financial condition or operations in the future.

in climate change laws, regulations, and federal energy policy, and the market response to these changes, may negatively impact our operations.

regulatory landscape governing greenhouse gas (“GHG”) emissions and alternative energy is subject to significant and rapid

While some states have adopted laws and regulations limiting GHG emissions for certain industry sectors, federal energy policy

has shifted meaningfully.

Executive Order 14154, “Unleashing American Energy,” signed in January 2025, directed federal agencies

to pause certain grant program disbursements under the Infrastructure Investment and Jobs Act (“IIJA”) and the Inflation

Reduction Act (“IRA”) pending program reviews.

In addition, federal clean vehicle tax credits under Sections 25E, 30D, and

45W of the Internal Revenue Code were repealed for vehicles acquired after September 30, 2025, and the Alternative Fuel Vehicle Refueling

Property Tax Credit under Section 30C was repealed for chargers placed in service after June 30, 2026.

Proposed rules would also roll

back fuel economy standards to model year 2022 levels.

These policy reversals could reduce consumer incentives to adopt EVs and alternative

fuels, which may adversely affect NextNRG’s addressable market while simultaneously reducing pressure on traditional fuel demand.

Conversely, future administrations or state-level action may reimpose or strengthen GHG regulations, which could impose significant additional

compliance costs on us, our suppliers, and our customers.

Mandatory reporting by our customers and suppliers could have an effect on

our operations or financial condition.

The unpredictability of the regulatory environment makes long-term planning difficult and could

have a material adverse effect on our business, financial condition, and results of operations.

auditors have included an explanatory paragraph in their opinion regarding our ability to continue as a going concern.

8 unchanged sentences

As further set

forth above, we anticipate that we will need significant additional capital by June 30, 2025, or we may be required to curtail or cease

forth above, we anticipate that we will need significant additional capital by April 30, 2026, or we may be required to curtail or cease

reduction or elimination of federal incentive programs for EV charging and clean energy infrastructure could adversely affect NextNRG’s

growth prospects.

business plan has been developed, in part, with the expectation that federal and state incentive programs would support the deployment

of EV charging infrastructure and distributed energy systems.

In 2025, the federal government repealed clean vehicle tax credits under

Sections 25E, 30D, and 45W of the Internal Revenue Code for vehicles acquired after September 30, 2025, and enacted the repeal of the

Alternative Fuel Vehicle Refueling Property Tax Credit under Section 30C for property placed in service after June 30, 2026.

Additionally,

the Federal Highway Administration rescinded all previously released guidance for the National EV Infrastructure (“NEVI”)

formula grant program and suspended state plan approvals, with the President’s fiscal year 2026 budget proposing to cancel $6 billion

in IIJA funds for EV charger programs.

The loss of these incentive programs may reduce consumer and commercial demand for EV charging

solutions, slow the deployment of charging infrastructure nationally, and make NextNRG’s products and services less economically

attractive to potential customers.

There can be no assurance that replacement incentive programs will be adopted at the federal or state

level, or that any such programs will be available on terms favorable to our business.

we are unable to protect our information technology systems against service interruption, misappropriation of data, or breaches of security

16 unchanged sentences

affected if we encounter unforeseen problems with respect to the operation of this system.

smart microgrid and connected charging infrastructure may be vulnerable to cybersecurity threats that could disrupt operations and expose

the Company to liability.

smart microgrid platform involves networked energy management systems, IoT-connected devices, and bidirectional communication with the

electrical grid.

These connected systems present an expanded attack surface for cyber threats, including unauthorized access to grid-connected

infrastructure, manipulation of energy management algorithms, ransomware attacks on charging networks, and data breaches involving customer

A successful cyberattack on NextNRG’s microgrid or charging infrastructure could result in physical damage to connected

equipment, disruption of energy services, grid instability in affected areas, regulatory penalties, and significant reputational harm.

Evolving cybersecurity regulations applicable to critical infrastructure and grid-connected systems may impose additional compliance

There can be no assurance that NextNRG’s cybersecurity measures will be sufficient to prevent all attacks or that the Company

will not incur material costs in responding to security incidents.

fuel prices can lead to customer conservation and attrition, resulting in reduced demand for our product.

7 unchanged sentences

in commodity market prices may have a negative effect on our gross margin.

current fuel supplier agreements set terms and establishes formulas based on Oil Price Information Service (OPIS) pricing as of the time

of wholesale acquisition, and we do not store inventory.

current fuel supplier agreements set terms and establish formulas based on Oil Price Information Service (“OPIS”) pricing

as of the time of wholesale acquisition, and we do not store inventory.

OPIS is a leading source for worldwide petroleum pricing.

There is a mark-up

for retail fuel prices above wholesale cost, per standard practice in the retail fuel distribution model.

Cost of goods sold includes

direct labor, including drivers.

Our gross margin as a percentage of revenue decreases as a result of increase in fuel costs.

is a mark-up for retail fuel prices above wholesale cost, per standard practice in the retail fuel distribution model.

Cost of goods

sold includes direct labor, including drivers.

Our gross margin as a percentage of revenue decreases as a result of increase in fuel

decline of the retail fuel market may impact our potential to get new customers.

18 unchanged sentences

make it an attractive energy source for vehicle drivers.

The expansion of the electric vehicle industry may have a negative impact on

our customer base.

The expansion of the EV industry may have a negative impact on our customer

trucks transport hazardous flammable fuel, which may cause environmental damage and liability to us.

20 unchanged sentences

liabilities will be incurred, including those relating to claims for damages to property and persons.

current dependence on a single fuel supplier increases our risk of an interruption in fuel supply, impacting our operations.

we are in the process of establishing other sources, we currently purchase almost all of our fuel needs from two principal suppliers

We do not have a written agreement with the largest supplier, and as such, if fuel from this source was interrupted, the

cost of procuring replacement fuel and transporting that fuel from alternative locations might be materially higher and, at least on

a short-term basis, our earnings could be negatively affected.

current dependence on only a few fuel suppliers increases our risk of an interruption in fuel supply, impacting our operations.

we are in the process of establishing other sources, we currently purchase almost all of our fuel needs from four principal suppliers

in the markets in which we operate;

as such, if fuel from these sources was interrupted, the cost of procuring replacement fuel and transporting

that fuel from alternative locations might be materially higher and, at least on a short-term basis, our earnings could be negatively

This supplier is also a shareholder in the Company.

19 unchanged sentences

or a termination in sales to any major customer, could result in a decrease of our future sales and earnings.

operate in a new industry segment and may be subject to new and existing laws, regulations and oversight

Company operates in a new industry segment, on-demand mobile fuel delivery, in which new state and local law adoptions are occurring.

Effective December 31, 2020, Florida adopted Florida Fire Prevention Code (“Code”) Section 42.12 recognizing and setting

various requirements for the consumer on-demand mobile fuel delivery business.

Permitting authority is contemplated under an “Authority

Having Jurisdiction” (“AHJ”).

Other pre-existing Code provisions similarly contemplate AHJ permitting for commercial

mobile fueling.

Miami-Dade County, where most of our business is conducted, adopted the Code by reference.

Unlike some other states and

counties, neither Florida nor Miami-Dade County have designated an AHJ for mobile fueling.

Miami-Dade’s extensive permitting and

fee schedule does not contemplate or assert permitting authority over mobile fueling, consumer or commercial.

We may be subject to oversight,

including audits, in existing or future areas of operation.

If we cannot comply with the Code, or County, State or Federal rules and

regulations or the laws, rules and regulations or oversight in areas in which we currently operate or may seek to operate, we could lose

the ability to service those areas and our earnings could be affected.

has a very limited operating history, which makes it difficult to evaluate its business and prospects.

operate in an industry that is often subject to very strict laws, regulations and oversight.

industry has very strict laws and codes that must be complied with.

We are subject to oversight, including audits, in existing or future

areas of operation.

If we cannot comply with the Code, or County, State or Federal rules and regulations or the laws, rules and regulations

or oversight in areas in which we currently operate or may seek to operate, we could lose the ability to service those areas and our

earnings could be affected.

renewable energy business has a very limited operating history, which makes it difficult to evaluate its business and prospects.

has a very limited operating history, which makes it difficult to evaluate its business and prospects or forecast its future results.

NextNRG is subject to the same risks and uncertainties frequently encountered by new companies in rapidly evolving markets.

business strategy centers on its smart microgrid platform and wireless EV charging technology, both of which remain in early stages of

commercialization and face significant technical, regulatory, and market adoption risks.

Smart microgrids involve the integration of

distributed energy resources, energy storage systems, and intelligent load management, which are subject to complex and evolving interconnection

standards, utility regulations, and grid reliability requirements enforced by entities such as state public utility commissions and the

North American Electric Reliability Corporation (“NERC”).

Failure to comply with applicable grid interconnection and reliability

standards could result in substantial fines, delays in deployment, or inability to operate in certain jurisdictions.

financial results in any given quarter can be influenced by numerous factors, many of which it is unable to predict or are outside of

its control, including:

about EV quality, safety (in particular with respect to lithium-ion battery packs), design, performance and cost, especially if adverse

events or accidents occur that are linked to the quality or safety of Evs;

limited range over which Evs may be driven on a single battery charge and concerns about running out of power while in use;

regarding the stability of the electrical grid;

in the fuel economy of the internal combustion engine;

desire and ability to purchase a luxury automobile or one that is perceived as exclusive;

environmental consciousness of consumers;

in the cost of oil and gasoline;

perceptions of the dependency of the United States on oil from unstable or hostile countries and the impact of international conflicts;

regulations and economic incentives promoting fuel efficiency and alternate forms of energy;

to charging stations, standardization of EV charging systems and consumers’ perceptions about convenience and cost to charge

availability of tax and other governmental incentives to purchase and operate Evs or future regulation requiring increased use of

nonpolluting vehicles.

date, NextNRG has not generated significant revenues or achieved profitability, and may never generate significant revenues or become

the market’s acceptance of NextNRG’s smart microgrid

platform, including the willingness of utilities, commercial property owners, and municipalities to integrate distributed energy and

microgrid solutions into existing grid infrastructure;

the pace of development and adoption of industry standards

for smart microgrid interoperability, vehicle-to-grid (“V2G”) integration, and wireless charging protocols;

the market’s acceptance of NextNRG’s wireless charging

technology, including technical challenges related to charging efficiency, alignment tolerances, and cost competitiveness with conventional

wired charging;

the limited range over which EVs may be driven on a single

battery charge and concerns about running out of power while in use;

concerns regarding the stability of the electrical grid, particularly

as increased EV charging loads and microgrid deployments may stress local distribution infrastructure;

improvements in the fuel economy of the internal combustion

the environmental consciousness of consumers;

volatility in the cost of oil and gasoline;

consumers’ perceptions of the dependency of the United

States on oil from unstable or hostile countries and the impact of international conflicts;

government regulations and economic incentives promoting fuel

efficiency, distributed energy resources, and alternate forms of energy;

the reduction or elimination of federal tax credits and grant

programs supporting EV charging infrastructure and clean energy deployment, including the repeal of Sections 25E, 30D, 45W, and the scheduled

repeal of Section 30C of the Internal Revenue Code, and the suspension of NEVI formula grant disbursements;

the availability of tax and other governmental incentives to

purchase and deploy NextNRG’s smart microgrid and wireless charging technology.

date, NextNRG has not achieved profitability, and may never become profitable.

has incurred net losses since inception and may not be able to achieve or maintain profitability in the future.

67 unchanged sentences

have a material adverse effect on its business, prospects, financial condition or operating results.

revenue growth ultimately depends on consumers’ willingness to adopt electric vehicles with wireless charging capabilities in a

market which is still in its early stages.

also faces competition in the smart microgrid space from established energy technology companies, utilities developing their own distributed

energy programs, and well-funded startups with competing microgrid and vehicle-to-grid platforms.

Many of these competitors have existing

relationships with utilities and grid operators, established track records of regulatory compliance, and greater technical resources.

The evolving nature of standards for microgrid interoperability and wireless charging means that competitors who achieve earlier standardization

or certification may gain a significant first-mover advantage that NextNRG may be unable to overcome.

revenue growth ultimately depends on consumers’ willingness to adopt EVs with wireless charging capabilities in a market which

is still in its early stages.

growth is highly dependent upon the adoption by consumers of EVs, and it is subject to a risk of any reduced demand for EVs.

6 unchanged sentences

Factors that may influence the purchase and use of alternative fuel vehicles, specifically EVs, include:

about EV quality, safety (in particular with respect to lithium-ion battery packs), design, performance and cost, especially if adverse

events or accidents occur that are linked to the quality or safety of EVs;

limited range over which EVs may be driven on a single battery charge and concerns about running out of power while in use;

regarding the stability of the electrical grid;

in the fuel economy of the internal combustion engine;

desire and ability to purchase a luxury automobile or one that is perceived as exclusive;

environmental consciousness of consumers;

in the cost of oil and gasoline;

perceptions of the dependency of the United States on oil from unstable or hostile countries and the impact of international conflicts;

regulations and economic incentives promoting fuel efficiency and alternate forms of energy;

to charging stations, standardization of EV charging systems and consumers’ perceptions about convenience and cost to charge

availability of tax and other governmental incentives to purchase and operate EVs or future regulation requiring increased use of

nonpolluting vehicles.

perceptions about EV quality, safety (in particular with respect

to lithium-ion battery packs), design, performance and cost, especially if adverse events or accidents occur that are linked to the quality

or safety of EVs;

the limited range over which EVs may be driven on a single

battery charge and concerns about running out of power while in use;

concerns regarding the stability of the electrical grid;

improvements in the fuel economy of the internal combustion

consumers’ desire and ability to purchase a luxury automobile

or one that is perceived as exclusive;

the environmental consciousness of consumers;

volatility in the cost of oil and gasoline;

consumers’ perceptions of the dependency of the United

States on oil from unstable or hostile countries and the impact of international conflicts;

government regulations and economic incentives promoting fuel

efficiency and alternate forms of energy;

access to charging stations, standardization of EV charging

systems and consumers’ perceptions about convenience and cost to charge an EV;

the availability of tax and other governmental incentives to

purchase and operate EVs or future regulation requiring increased use of nonpolluting vehicles.

influence of any of the factors described above may negatively impact the widespread consumer adoption of EVs, which would materially

and adversely affect NextNRG’s business, operating results, financial condition and prospects.

Related to Ownership of Our Common Stock and this Offering

addition, NextNRG’s smart microgrid solutions depend on favorable regulatory treatment of distributed energy resources and the

willingness of electric utilities to support bidirectional power flows and microgrid interconnection.

Regulatory frameworks governing

vehicle-to-grid integration are still emerging, and there can be no assurance that utilities or regulators will adopt standards or rate

structures that support NextNRG’s business model.

Changes in net metering policies, demand response program structures, or interconnection

requirements could materially limit the addressable market for NextNRG’s smart microgrid platform.

Furthermore, the elimination

or reduction of federal incentive programs, as described above, may reduce consumer and commercial demand for EV charging infrastructure,

directly impacting demand for NextNRG’s integrated microgrid and charging solutions.

Related to Ownership of Our Common Stock

stock price is expected to fluctuate significantly.

common stock is approved for listing on The Nasdaq Capital Market under the symbol “NXXT” and began trading on September

There can be no assurance that an active trading market for our shares will be sustained.

The market price of shares of our

common stock could be subject to wide fluctuations in response to many risk factors listed in this section, and others beyond our control,

common stock is listed on The Nasdaq Capital Market under the symbol “NXXT.” There can be no assurance that an active trading

market for our shares will be sustained.

The market price of shares of our common stock could be subject to wide fluctuations in response

to many risk factors listed in this section, and others beyond our control, including:

or anticipated fluctuations in our financial condition and operating results;

17 unchanged sentences

significant percentage of the Company’s common stock is held by a small number of shareholders.

Chief Executive Officer and Executive Chairman controls approximately 68.14% of our outstanding common stock as of March 25, 2025, and

our officers and directors collectively own approximately 80.62% of our outstanding common stock.

As a result, these shareholders are

able to influence the outcome of shareholder votes on various matters, including the election of directors and extraordinary corporate

transactions, including business combinations.

In addition, the conversion of existing convertible notes, occurrence of sales of a large

number of shares of our common stock, or the perception that these conversions or sales could occur, may affect our stock price and could

impair our ability to obtain capital through an offering of equity securities.

Furthermore, the current ratios of ownership of our common

stock reduce the public float and liquidity of our common stock, which can in turn affect the market price of our common stock.

of April 15, 2026, Mr.

Farkas, our Chief Executive Officer and Executive Chairman, controls approximately 48.70% of our outstanding

common stock, and our officers and directors collectively own approximately 48.95% of our outstanding common stock.

As a result, these

shareholders are able to influence the outcome of shareholder votes on various matters, including the election of directors and extraordinary

corporate transactions, including business combinations.

In addition, the conversion of existing convertible notes, occurrence of sales

of a large number of shares of our common stock, or the perception that these conversions or sales could occur, may affect our stock

price and could impair our ability to obtain capital through an offering of equity securities.

Furthermore, the current ratios of ownership

of our common stock reduce the public float and liquidity of our common stock, which can in turn affect the market price of our common

Amended and Restated Certificate of Incorporation includes an exclusive forum provision that identifies the Court of Chancery of the

12 unchanged sentences

jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

Furthermore, Section 22 of the Securities Act of 1933, as amended, provides for concurrent jurisdiction for federal and state courts

over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, and as

such, the exclusive jurisdiction clauses of our Amended and Restated Certificate of Incorporation would not apply to such suits.

choice of forum provisions in our Amended and Restated Certificate of Incorporation may limit a stockholder’s ability to bring

a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage

such lawsuits against us and our directors, officers and other employees.

By agreeing to these provisions, however, stockholders will

not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

Furthermore, the

enforceability of similar choice of forum provisions in other companies’ certificates of incorporation and bylaws has been challenged

in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable.

court were to find the choice of forum provisions in our Amended and Restated Certificate of Incorporation” to be inapplicable

or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could

adversely affect our business and financial condition.

Furthermore, Section 22 of the Securities Act provides for concurrent jurisdiction for federal and state courts over all suits brought

to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, and as such, the exclusive jurisdiction

clauses of our Amended and Restated Certificate of Incorporation would not apply to such suits.

The choice of forum provisions in our

Amended and Restated Certificate of Incorporation may limit a stockholder’s ability to bring a claim in a judicial forum that it

finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and

our directors, officers and other employees.

By agreeing to these provisions, however, stockholders will not be deemed to have waived

our compliance with the federal securities laws and the rules and regulations thereunder.

Furthermore, the enforceability of similar

choice of forum provisions in other companies’ certificates of incorporation and bylaws has been challenged in legal proceedings,

and it is possible that a court could find these types of provisions to be inapplicable or unenforceable.

If a court were to find the

choice of forum provisions in our Amended and Restated Certificate of Incorporation” to be inapplicable or unenforceable in an

action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our

business and financial condition.

have never paid dividends on our capital stock, and we do not anticipate paying any dividends in the foreseeable future.

11 unchanged sentences

public market for our shares and make obtaining future debt or equity financing more difficult for us.

August 22, 2023, the Company received a letter from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market

LLC (“Nasdaq”) indicating that the Company’s stockholders’ equity as reported in its Quarterly Report on Form

10-Q for the quarterly period ended June 30, 2023 (the “Form 10-Q”), did not satisfy the continued listing requirement under

Nasdaq Listing Rule 5550(b)(1), which requires that a listed company’s stockholders’ equity be at least $2,500,000 (the “Equity

As reported in its Form 10-Q, the Company’s stockholders’ equity as of June 30, 2023 was approximately $1,799,365.

As of June 30, 2024, the Company’s stockholders’ deficit was ($4,833,450).

The Staff’s notice had no immediate impact

on the listing of the Company’s common stock on Nasdaq.

submission of the Company’s plan to regain compliance, the Staff granted the Company an extension until February 20, 2024 to comply

with this requirement.

February 21, 2024, the Company received a delist determination letter (the “Delist Letter”) from the Staff advising the Company

that the Staff had determined that the Company did not meet the terms of the extension.

Specifically, the Company did not complete its

proposed transaction to regain compliance with the Equity Rule and evidence compliance on or before February 20, 2024.

Company requested an appeal of the Staff’s determination and such hearing occurred on May 2, 2024.

At the hearing, the Company

presented its plan for regaining compliance with the Equity Rule and requested a further extension to complete the execution of its plan.

On May 13, 2024, we received an extension until July 12, 2024, to regain compliance with the Equity Rule.

August 30, 2024, the Company received a letter from Nasdaq confirming that the Company has (i) regained compliance with the Equity Rule,

as required by the Panel’s decision dated May 13, 2024, as amended, and (ii) in application of Listing Rule 5815(d)(4)(B), the

Company will be subject to a mandatory panel monitor for a period of one year from the date of such letter.

If, within that one-year

monitoring period, the Staff finds that the Company is no longer in compliance with the Equity Rule, then, notwithstanding Listing Rule

5810(c)(2), the Company will not be permitted to provide Staff with a plan of compliance with respect to such deficiency and Staff will

not be permitted to grant additional time for the Company to regain compliance with respect to such deficiency, nor will the Company

be afforded an applicable cure or compliance period pursuant to Listing Rule 5810(c)(3).

Instead, the Staff will issue a Delist Determination

Letter, and the Company will have an opportunity to request a new hearing with the initial Panel or a newly convened Hearings Panel if

the initial Panel is unavailable.

The Company will have the opportunity to respond/ present to the Hearings Panel as provided by Listing

Rule 5815(d)(4)(C) and the Company’s securities may at that time be delisted from Nasdaq.

January 10, 2025, the Company received a letter from the Staff indicating that the Company no longer complies with Nasdaq rules for continued

listing because the Company has not yet held an annual meeting of stockholders within one year after the end of the Company’s fiscal

year ended December 31, 2023, as required pursuant to Nasdaq Listing Rule 5620(a) (the “Annual Meeting Requirement”).

Company has 45 calendar days to submit a plan to regain compliance and, if the Staff accepts the Company’s plan, the Staff can

grant an exception of up to 180 calendar days from December 31, 2024, or until June 30, 2025, to regain compliance.

The Company plans

to timely submit such a plan for the Staff’s consideration.

There can be no assurance that the Staff will accept the Company’s

plan to regain compliance with the Annual Meeting Requirement, or that the Company will evidence compliance with the Annual Meeting Requirement

during any extension period that the Staff may grant.

If the Staff does not accept the Company’s plan, the Company will have the

opportunity to appeal that decision to a Nasdaq Hearings Panel.

Prior to receiving the deficiency letter from the Nasdaq regarding the

Annual Meeting Requirement, on December 31, 2024, the Company filed with the Securities and Exchange Commission a definitive proxy statement

on Schedule 14A relating to its planned annual meeting of stockholders for the fiscal year ended December 31, 2023.

The stockholders

meeting for the fiscal year ended December 31, 2024 was held on January 16, 2025.

On January 22, 2025, the Company received a letter

from the Staff of Nasdaq confirming that the Company has regained compliance with the Annual Meeting Requirement.

we are unable to achieve and maintain compliance with such listing standards or other Nasdaq listing requirements in the future, we could

38 unchanged sentences

Company is currently a “controlled company” within the meaning of the applicable rules of Nasdaq.

Chief Executive Officer and Executive Chairman of NextNRG, is the holder (through NextNRG) and the beneficial owner of approximately

68.14% of the Company’s common stock and therefore controls a majority of the voting power of the Company’s outstanding common

stock and accordingly, he has the ability to determine all matters requiring approval by stockholders.

As a result, we qualify for exemptions

from certain corporate governance requirements.

If the Company relies on these exemptions, which it does not intend to do, its stockholders

will not have the same protections afforded to stockholders of companies that are subject to such requirements.

Under these rules, a

company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is

a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements:

Farkas, our Chief Executive

Officer and Executive Chairman, is the holder and the beneficial owner of approximately 48.70% of the Company’s

common stock and therefore controls a majority of the voting power of the Company’s outstanding common stock and accordingly, he

has the ability to determine all matters requiring approval by stockholders.

As a result, we qualify for exemptions from certain corporate

governance requirements.

If the Company relies on these exemptions, which it does not intend to do, its stockholders will not have the

same protections afforded to stockholders of companies that are subject to such requirements.

Under these rules, a company of which more

than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled

company” and may elect not to comply with certain corporate governance requirements, including the requirements:

a majority of the board consists of independent directors;

9 unchanged sentences

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-K

Item 1A. Risk Factors