What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-04-16 compared with 2025-03-27 · 327 added, 434 removed, 637 unchanged (54% of the section changed)

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The following discussion and analysis of our financial

condition and results of operations should be read in conjunction with our consolidated financial statements and

related notes included in this Annual Report on Form 10-K and the audited financial statements and notes thereto as of and for the year

ended December 31, 2024 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operation.

the context requires otherwise, references in this Annual Report on Form 10-K to “we,” “us,” and “our”

refer to NextNRG, Inc.

condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included

in this Annual Report on Form 10-K and the audited financial statements and notes thereto as of and for the year ended December 31, 2025

and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Unless the context requires

otherwise, references in this Annual Report on Form 10-K to “we,” “us,” and “our” refer to NextNRG,

were incorporated under the laws of Delaware in March 2019.

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our significant accounting policies are more fully described in Note 2 — Summary of Significant Accounting Policies of

the Notes to Consolidated Financial Statements included in this annual report, we believe the following discussion addresses our most critical

accounting policies, which are those that are most important to our financial condition and results of operations and which require our

most difficult, subjective and complex judgments.

the Notes to Consolidated Financial Statements included in this annual report, we believe the following discussion addresses our most

critical accounting policies, which are those that are most important to our financial condition and results of operations and which

require our most difficult, subjective and complex judgments.

of Consolidation

consolidated financial statements have been prepared in accordance with U.S.

GAAP and include the accounts of the Company and its wholly

owned subsidiaries.

The Company consolidates entities where it has a controlling financial interest, as defined by ASC 810, “Consolidation”.

consolidated financial statements have been prepared in accordance with GAAP and include the accounts of the Company and its wholly owned

subsidiaries.

The Company consolidates entities where it has a controlling financial interest, as defined by the Financial Accounting

Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 810, “Consolidation”.

accordance with ASC 810-10, consolidation applies to:

with more than 50% voting interest, unless control is not with the Company;

Interest Entities (VIEs), where the Company is the primary beneficiary, possessing both (i)

power over significant activities and (ii) the obligation to absorb losses or receive benefits.

interest entities (“VIEs”), where the Company is the primary beneficiary, possessing both (i) power over significant

activities and (ii) the obligation to absorb losses or receive benefits.

intercompany transactions and balances are eliminated in consolidation per ASC 810-10-45.

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transactions classified as business combinations, the Company:

and measures identifiable assets acquired, liabilities assumed, and noncontrolling interests

at their fair values at the acquisition date (ASC 805-20-25-1).

goodwill as the excess of the fair value of consideration transferred over the fair value

of net assets acquired, including any previously held equity interests (ASC 805-30-30-1).

and measures identifiable assets acquired, liabilities assumed, and noncontrolling interests at their fair values at the acquisition

date (ASC 805-20-25-1).

goodwill as the excess of the fair value of consideration transferred over the fair value of net assets acquired, including any previously

held equity interests (ASC 805-30-30-1).

acquisition-related costs as incurred, per ASC 805-10-25-23.

preliminary purchase price allocations, with adjustments permitted within the measurement

period (not exceeding one year) per ASC 805-10-25-13.

Adjustments beyond the measurement

period are recorded in earnings.

preliminary purchase price allocations, with adjustments permitted within the measurement period (not exceeding one year) per ASC

805-10-25-13.

Adjustments beyond the measurement period are recorded in earnings.

judgments in fair value determinations include:

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transactions classified as asset acquisitions under ASC 805-50, the Company:

the “screen test” to determine whether substantially all of the fair value of

gross assets acquired is concentrated in a single identifiable asset or group of similar

assets (ASC 805-10-55-3A).

the purchase price using a cost accumulation model, assigning costs to acquired assets based

on their relative fair values (ASC 805-50-30-3).

● Capitalizes

direct acquisition costs as part of the asset’s cost, unlike business combinations

where such costs are expensed (ASC 805-50-25-1).

the “screen test” to determine whether substantially all of the fair value of gross assets acquired is concentrated in

a single identifiable asset or group of similar assets (ASC 805-10-55-3A).

the purchase price using a cost accumulation model, assigning costs to acquired assets based on their relative fair values (ASC 805-50-30-3).

direct acquisition costs as part of the asset’s cost, unlike business combinations where such costs are expensed (ASC 805-50-25-1).

classification between business combinations and asset acquisitions requires significant judgment, particularly when applying the screen

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for Reverse Acquisitions

legal acquiree (accounting acquirer) is treated as the continuing reporting entity, and its

assets, liabilities, and operations are measured at historical cost.

legal acquiree (accounting acquirer) is treated as the continuing reporting entity, and its assets, liabilities, and operations are

measured at historical cost.

legal acquirer (accounting acquiree) is recognized at fair value, similar to a business combination.

goodwill is recognized, as the transaction is considered a capital reorganization rather

than an acquisition of a business per ASC 805-40-30-2.

equity structure (common stock and additional paid-in capital) is adjusted to reflect that

of the legal acquirer, but the retained earnings balance is that of the accounting acquirer.

goodwill is recognized, as the transaction is considered a capital reorganization rather than an acquisition of a business per ASC

equity structure (common stock and additional paid-in capital) is adjusted to reflect that of the legal acquirer, but the retained

earnings balance is that of the accounting acquirer.

Requirements for Reverse Acquisitions

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comparative analysis of financial statements before and after the acquisition.

forma financial information in accordance with Regulation S-X, Article 11, showing the impact

of the transaction as if it had occurred at the beginning of the reporting period.

forma financial information in accordance with Regulation S-X, Article 11, showing the impact of the transaction as if it had occurred

at the beginning of the reporting period.

in governance, management, and operations post-acquisition.

SEC registrants, a reverse merger with a public shell company may also trigger “Super 8-K” reporting requirements under SEC

Form 8-K, Item 2.01, requiring disclosure within four business days of the transaction closing.

SEC registrants, a reverse merger with a public shell company may also trigger “Super 8-K” reporting requirements under Form

8-K, Item 2.01, requiring disclosure within four business days of the transaction closing.

and Financial Reporting Considerations

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S-X, Rule 3-05:

Requires separate financial statements of the acquired business if it meets

significance thresholds under Rule 1-02(w).

Requires separate financial statements of the acquired business if it meets significance thresholds under Rule 1-02(w).

S-K, Item 101:

Requires disclosure of the impact of material acquisitions on the Company’s

business operations.

Requires disclosure of the impact of material acquisitions on the Company’s business operations.

S-K, Item 303:

Mandates discussion of the impact of acquisitions on the Company’s financial

condition and results of operations in Management’s Discussion and Analysis (MD&A).

Mandates discussion of the impact of acquisitions on the Company’s financial condition and results of operations

in Management’s Discussion and Analysis.

S-X, Article 11:

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8-K, Item 2.01:

Immediate reporting requirements for material acquisitions, including reverse

Immediate reporting requirements for material acquisitions, including reverse mergers.

Company continuously evaluates acquisitions, including reverse acquisitions, to ensure proper classification and compliance with ASC

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of Estimates and Assumptions

preparation of financial statements in conformity with U.S.

Generally Accepted Accounting Principles (GAAP) requires management to make

estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities

at the date of the financial statements, and the recognition of revenues and expenses during the reporting period.

Actual results may

differ from these estimates, and such differences could be material.

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the

recognition of revenues and expenses during the reporting period.

Actual results may differ from these estimates, and such differences

could be material.

accordance with ASC 250-10-50-4, changes in estimates are recorded in the period in which they become known and are accounted for prospectively.

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Key factors contributing to variability in sales and earnings include:

Cyclicality (ASC 275-10-50-6) – The Company’s financial performance is affected

by industry trends, seasonality, and shifts in market demand.

Cyclicality (ASC 275-10-50-6) – The Company’s financial performance is affected by industry trends, seasonality, and

shifts in market demand.

Macroeconomic

Conditions (ASC 275-10-50-8) – Economic downturns, inflationary pressures, interest

rate changes, and geopolitical risks may impact consumer purchasing behavior and the Company’s

revenue streams.

Volatility (ASC 275-10-50-4) – The cost and availability of raw materials, supply chain

disruptions, and competitive pricing pressures can lead to fluctuations in gross margins

and profitability.

Conditions (ASC 275-10-50-8) – Economic downturns, inflationary pressures, interest rate changes, and geopolitical risks may

impact consumer purchasing behavior and the Company’s revenue streams.

Volatility (ASC 275-10-50-4) – The cost and availability of raw materials, supply chain disruptions, and competitive pricing

pressures can lead to fluctuations in gross margins and profitability.

these uncertainties, the Company faces challenges in accurately forecasting financial performance and may experience material risks affecting

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to mitigate their potential impact.

Company accounts for accounts receivable in accordance with FASB ASC 310, Receivables.

Receivables are recorded at their net realizable

value, which represents the amount management expects to collect from outstanding customer balances (ASC 310-10-35-7).

Company accounts for accounts receivable in accordance with ASC 310, Receivables.

Receivables are recorded at their net realizable value,

which represents the amount management expects to collect from outstanding customer balances (ASC 310-10-35-7).

Company extends credit to customers based on an evaluation of their financial condition and other factors.

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deemed uncollectible are written off against the allowance when determined to be uncollectible (ASC 310-10-35-10).

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

Inventory consists solely of fuel and is stated at the lower

of cost or net realizable value (“LCNRV”) using the first-in, first-out (FIFO) method, as required by ASC 330-10-35-1.

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

Inventory consists solely of fuel and is stated at the lower of

cost or net realizable value using the first-in, first-out (FIFO) method, as required by ASC 330-10-35-1.

Valuation and Reserve Assessment

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of Use Assets and Lease Obligations

Company accounts for right-of-use (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).

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 Right-of-Use Assets and Operating Lease Liabilities on the consolidated

balance sheet.

The Company accounts for right-of-use (“ROU”)

assets and lease liabilities in accordance with 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).

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

The Company’s real-estate and certain equipment leases are classified as operating leases and are included as ROU assets and operating

lease liabilities on the consolidated balance sheet.

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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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

The Company’s operating leases contain renewal options with no residual value guarantees.

Currently, management does

not expect to exercise any renewal options, which are therefore excluded in the measurement of lease obligations.

If a renewal option is deemed reasonably

certain to be exercised, the ROU asset and lease liability reflect those additional future lease payments.

The Company’s operating

leases contain renewal options with no residual value guarantees.

Currently, management does not expect to exercise any renewal options,

which are therefore excluded in the measurement of lease obligations.

Rate and Lease Liability Measurement

the implicit rate in the leases is not readily determinable, the Company applies an incremental borrowing rate that represents the rate

it would incur to borrow on a collateralized basis over a similar term and currency environment (ASC 842-20-30-3).

Since the implicit rate in the Company’s operating

leases is not readily determinable, the Company applies an incremental borrowing rate that represents the rate it would incur to borrow

on a collateralized basis over a similar term and currency environment (ASC 842-20-30-3).

accordance with ASC 360-10-35, the Company evaluates ROU assets for impairment indicators whenever events or changes in circumstances

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Note 7 for details on third-party and related-party operating leases.

Company recognizes revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers, as amended by Accounting Standards

Update (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.

Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, as amended by Accounting Standards Update

(“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.

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

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payment terms are identified, and the consideration is determinable.

is probable that the Company will collect the consideration in exchange for the goods or

services transferred.

is probable that the Company will collect the consideration in exchange for the goods or services transferred.

for mobile fuel sales and memberships meet these criteria.

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Company has determined that its contracts, based on sales type, contain two distinct performance obligations:

Sales – The delivery of fuel to a customer, with revenue recognized at the point of

Fees – Monthly membership services, with revenue recognized over time within a one-month

membership cycle, as the customer benefits from access to services throughout the period.

Sales – The delivery of fuel to a customer, with revenue recognized at the point of delivery.

Fees – Monthly membership services, with revenue recognized over time within a one-month membership cycle, as the customer

benefits from access to services throughout the period.

performance obligations are not bundled or combined, as each service is separately identifiable, in accordance with ASC 606-10-25-22.

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consideration – Prices are clearly stated and do not vary based on performance.

variable consideration – The Company does not formally offer refunds, rebates, or pricing

During the years ended December 31, 2024 and 2023, respectively, the Company

granted insignificant discounts of less than 1% of total revenues.

financing component – Payments are made upon fuel delivery or at the end of the monthly

membership cycle, per ASC 606-10-32-15.

variable consideration – The Company does not formally offer refunds, rebates, or pricing incentives.

During the years ended

December 31, 2025 and 2024, respectively, the Company granted insignificant discounts of less than 1% of total revenues.

financing component – Payments are made upon fuel delivery or at the end of the monthly membership cycle, per ASC 606-10-32-15.

the Transaction Price to Performance Obligations

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Control transfers at the time of fuel delivery, at which point revenue is recognized.

Revenue is recognized over time within a one-month cycle, as customers receive continuous

access to fuel delivery services throughout the month.

Revenue is recognized over time within a one-month cycle, as customers receive continuous access to fuel delivery services

throughout the month.

Company does not recognize revenue based on customer invoicing dates;

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satisfaction of performance obligations per ASC 606-10-25-31.

Sale-Leaseback

the year ended December 31, 2025, the Company entered into four sale-leaseback transactions with Equify Financial, LLC under Master Lease

17348L pursuant to which the Company sold certain transportation equipment and concurrently leased the equipment back for a 36-month

term, with monthly rent paid in advance and a lessee-paid TRAC residual due at the end of the term.

Company evaluated these transactions under ASC 606 and ASC 842-40 and concluded that the transfers did not qualify for sale accounting

because the present value of the lease payments, including the TRAC, represents substantially all of the fair value of the underlying

equipment (ASC 842-10-25-2(d)).

Accordingly, the transactions are accounted for as financings:

the equipment remains on the Company’s

balance sheet within property and equipment and continues to be depreciated on a straight-line basis over its estimated useful life of

the cash proceeds received are recorded as a financing obligation;

and scheduled lease payments are bifurcated between interest

expense (recognized using the implicit rate in the arrangement) and principal reduction of the financing obligation.

of December 31, 2025, the weighted-average implicit rate across the four arrangements was approximately 16.4% per annum and the aggregate

outstanding financing obligation was approximately $3.6 million.

Agent Considerations

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deliveries or memberships are classified as contract liabilities until revenue recognition criteria are met.

Company accounts for income taxes using the asset and liability method prescribed by FASB ASC 740, Income Taxes.

Company accounts for income taxes using the asset and liability method prescribed by ASC 740, Income Taxes.

Under this method, deferred

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earnings trends (cumulative pre-tax income or losses in the most recent three-year period)

financial projections, including expected taxable income based on long-term estimates of

business performance and market conditions

financial projections, including expected taxable income based on long-term estimates of business performance and market conditions

carryforward periods for net operating losses and other deferred tax assets

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and predictability of temporary differences and the timing of their reversal

● Sensitivity

of financial forecasts to external factors such as commodity prices, market demand, and operational

of financial forecasts to external factors such as commodity prices, market demand, and operational risks

cumulative three-year losses are a strong indicator that a valuation allowance may be needed, ASC 740-10-30-23 states that a valuation

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Treasury securities with similar maturities.

life of the option – Estimated based on historical exercise patterns and contractual

life of the option – Estimated based on historical exercise patterns and contractual terms.

Additionally,

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flow classification for certain tax-related transactions.

Company continues to evaluate and apply the latest Accounting Standards Updates (ASUs) and interpretive releases related to stock-based

compensation to ensure compliance with evolving financial reporting requirements.

Company continues to evaluate and apply the latest ASUs and interpretive releases related to stock-based compensation to ensure compliance

with evolving financial reporting requirements.

and Diluted Earnings (Loss) per Share and Reverse Stock Split

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average number of common shares outstanding, including certain other shares committed to be issued.

Earnings Per Share (EPS)

EPS is calculated using the two-class method, as prescribed by ASC 260-10-45-60, and is computed as follows:

earnings available to common shareholders represent net earnings to common shareholders,

adjusted for the allocation of earnings to participating securities.

earnings available to common shareholders represent net earnings to common shareholders, adjusted for the allocation of earnings

to participating securities.

are not allocated to participating securities in accordance with ASC 260-10-45-61.

denominator includes common shares outstanding and certain other shares committed to be issued,

such as restricted stock and restricted stock units (“RSUs”), for which no future

service is required.

Earnings Per Share (EPS)

denominator includes common shares outstanding and certain other shares committed to be issued, such as restricted stock and restricted

stock units (“RSUs”), for which no future service is required.

EPS is calculated under both the two-class method and the treasury stock method, and the more dilutive result is reported, as required

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on dilutive mandatorily redeemable convertible preferred shares

by the weighted average number of common shares outstanding and certain other shares committed

to be issued, plus all dilutive common stock equivalents during the period, such as:

■ Convertible

by the weighted average number of common shares outstanding and certain other shares committed to be issued, plus all dilutive common

stock equivalents during the period, such as:

preferred stock

■ Convertible

shares and unvested share-based payment awards that contain nonforfeitable rights to dividends

or dividend equivalents (whether paid or unpaid) qualify as participating securities under

the two-class method, per ASC 260-10-45-62.

shares and unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid

or unpaid) qualify as participating securities under the two-class method, per ASC 260-10-45-62.

Loss Per Share Considerations

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stock and RSUs granted as part of share-based compensation contain nonforfeitable rights to dividends and dividend equivalents, respectively.

the requisite service is rendered for the right to retain the award, these instruments meet

the definition of a participating security under ASC 260-10-45-59.

granted under an executive compensation plan, however, are not considered participating securities

because the rights to dividend equivalents are forfeitable (ASC 718-10-25).

Company defines related parties in accordance with ASC 850, “Related Party Disclosures,” and SEC Regulation S-X, Rule 4-08(k).

the requisite service is rendered for the right to retain the award, these instruments meet the definition of a participating security

under ASC 260-10-45-59.

granted under an executive compensation plan, however, are not considered participating securities because the rights to dividend

equivalents are forfeitable (ASC 718-10-25).

Company defines related parties in accordance with ASC 850, “Related Party Disclosures,” and Regulation S-X, Rule 4-08(k).

Related parties include entities and individuals that, directly or indirectly, through one or more intermediaries, control, are controlled

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affiliated with principal owners or management through direct or indirect ownership.

with which the Company has significant transactions, where one party has the ability to exercise

control or significant influence over the management or operating policies of the other.

with which the Company has significant transactions, where one party has the ability to exercise control or significant influence

over the management or operating policies of the other.

party is considered related if it has the ability to control or significantly influence the management or operating policies of the Company

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amounts due to or from related parties as of the reporting date.

other elements necessary for a clear understanding of the transactions’ effects on

the financial statements.

are made in accordance with ASC 850-10-50-1 through 50-6 and SEC Regulation S-X, Rule 4-08(k), which requires registrants to disclose

material related party transactions and their effects on the financial position and results of operations.

Notes 1, 10 and 12, which discusses a common control merger between Next and EZFL, after

year end, on February 13, 2025

● See Note 4 which

includes accrued interest payable – related parties.

● See Notes 5 and

12 for a discussion of related party debt.

other elements necessary for a clear understanding of the transactions’ effects on the financial statements.

are made in accordance with ASC 850-10-50-1 through 50-6 and Regulation S-X, Rule 4-08(k), which requires registrants to disclose material

related party transactions and their effects on the financial position and results of operations.

Notes 1, 10 and 12, which discuss a common control merger between Next and EZFL, after year end, on February 13, 2025

Note 4 which includes accrued interest payable – related parties.

Notes 5 and 12 for a discussion of related party debt.

Note 7 regarding right-of-use operating lease with the Company’s Chief Technology Officer.

● See Note 8 for

a discussion of equity transactions with certain officers and directors.

Note 8 for a discussion of equity transactions with certain officers and directors.

Accounting Standards

2022-02 – Financial Instruments – Credit Losses (Topic 326):

Troubled Debt Restructurings and Vintage Disclosures

March 2022, the FASB issued ASU 2022-02, which:

the troubled debt restructuring (TDR) model for creditors under ASC 310, “Receivables.”

enhanced vintage disclosures related to credit losses, including gross write-offs by year

of origination.

the accounting guidance under ASC 326, “Financial Instruments – Credit Losses,”

to enhance disclosures regarding loan refinancings and restructurings for borrowers experiencing

financial difficulty.

Company adopted ASU 2022-02 on January 1, 2023.

The adoption did not have a material impact on the Company’s consolidated financial

2023-07 – Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

November 2023, the FASB issued ASU 2023-07, which enhances disclosure requirements for reportable segments by:

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Issued Accounting Standards Not Yet Adopted

2023-09 – Income Taxes (Topic 740):

Improvements to Income Tax Disclosures

December 2023, the FASB issued ASU 2023-09, which enhances income tax disclosure requirements by:

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Company is currently assessing the impact of ASU 2023-09 on its income tax disclosures and reporting requirements.

November 2024, the FASB issued ASU No.

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.

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

Accounting Standards Updates

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Depreciation and amortization

Impairment loss

Operating Loss

(70,192,548 )

(11,709,441 )

(58,483,107 )

Other income (expense)

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$ (88,175,997 )

$ (21,396,633 )

$ (66,779,364 )

for the year ended December 31, 2025, increased significantly compared to the prior year December 31, 2024.

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Customer Base

Company successfully grew its presence in existing markets while entering new regions, resulting in a higher total volume of fuel delivered.

This expansion was supported by focused sales efforts and brand-building initiatives that attracted both new commercial and residential

Company successfully grew its presence in existing markets while entering new regions, resulting in a higher total volume of fuel

This expansion was supported by focused sales efforts and brand-building initiatives that attracted both new commercial and residential customers.

partnerships with commercial fleet operators continued to drive fueling volumes.

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

expenses decreased compared to the prior year, primarily due to effective cost-management initiatives across multiple categories:

Streamlined staffing and improved operational processes led to lower headcount-related

After establishing brand awareness in key regions, the Company optimized

its marketing spend, focusing on more targeted campaigns rather than broad-based advertising.

& Technology:

Renegotiated insurance policies and a strategic re-evaluation of technology

expenditures contributed to reduced overhead.

Company Expenses:

Enhanced internal controls and better vendor management lowered certain

fees and administrative costs associated with being a publicly traded company.

these savings were partially offset by a small increase in stock-based compensation, underscoring the Company’s commitment to attracting

and retaining top talent through equity incentives.

expenses increased compared to the prior year, primarily due to an increase in sales and revenue.

and Amortization

and amortization declined marginally year over year.

The primary driver of this decrease was an impairment of certain equipment totaling

This reduction was partially offset by new asset additions of approximately $38,554, reflecting the Company’s ongoing

and amortization also increased year over year.

The primary driver of this increase was the depreciation of newly acquired vehicles during the year, reflecting the Company’s ongoing

investments in delivery vehicles, fueling technology, and other capital expenditures necessary to support continued growth and maintain

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Interest expense (including amortization of debt discount)

Loss on sale of marketable debt securities - net

(17,270,979 )

Gain (loss) on settlement of liabilities

Loss on debt extinguishment - related party

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Below is a detailed breakdown of the major components.

income dropped to zero in 2024, reflecting a shift in the Company’s cash management strategy.

income decreased in 2025, reflecting a continuation in the Company’s cash management strategy.

In 2024, the Company had short-term

investments or interest-bearing accounts that generated interest, which did not recur in 2025.

income rose significantly, driven by one-time gains, settlements, or other ancillary revenue sources.

The Company’s expansion and

increased commercial activities may have contributed to additional non-operating income streams.

income decreased year over year.

Expense (including amortization of debt discount)

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Penalty Interest :

The Company incurred $4,475,565 in default penalty interest during

2024, compared to none in the prior year.

This penalty arose from contractual defaults.

defaults occurred in connection with conversion of debt to equity.

The Company incurred significantly more in default penalty interest in 2025 than in the prior year.

This penalty arose from contractual defaults related to late note payments.

of Debt Discount :

The amortization of debt discount increased to $2,645,291 in 2024 from

$1,403,244 in 2023.

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.

The amortization of debt discount increased to $9,586,418 in 2025 from $5,352,448 in 2024.

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.

and New Borrowings :

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on Sale of Marketable Debt Securities - Net

Company had no activity related to marketable securities in 2024.

In 2023, there was an insignificant loss of $27,160.

Company had no activity related to marketable securities in 2024 or 2025.

on Debt Extinguishment – Related Party

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A Preferred Stock.

By contrast, in 2023, the Company recorded a $291,000 loss tied to extending the maturity date on the same related-party

By contrast, in 2025, the Company did not record a loss on debt extinguishment.

Years Ended December 31,

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Adjusted EBITDA

Gallons delivered

Average fuel margin per gallon

and Capital Resources

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Cash and cash equivalents

and cash equivalents increased increase year over year.

$ (1,227,977 )

and cash equivalents decreased year-over-year.

The primary drivers of this increase were:

9 unchanged sentences

following reflects our inflows (outflows) from our various operating, investing and financing activities:

For the Years Ended December 31,

For the Years Ended

Year over Year Changes

4 unchanged sentences

$ (6,257,209 )

$ (8,240,091 )

Investing activities

1 unchanged sentence

Financing activities

$ (5,256,720 )

Net change in cash and cash equivalents

$ (1,227,977 )

$ (1,818,833 )

Ended December 31, 2025 as compared to the Year Ended December 31, 2024

cash used in operating activities decreased by approximately $2.1 million year over year.

improvement primarily reflects stronger operational performance, including higher revenues and improved working capital management, which

reduced the Company’s cash burn.

addition, more efficient cost controls and timing differences in payables/receivables contributed to a lower net outflow compared to

the prior year.

used in investing activities increased substantially, driven by higher capital expenditures (vehicles purchased, not yet placed in service

as well as a deposit paid on future asset purchase), offset by no proceeds in the current year from the sales of marketable securities.

this resulted in a larger net outflow, these investments are expected to enhance operational capacity and future growth potential.

cash provided by financing activities rose significantly, reflecting successful capital-raising efforts.

This increase could be attributable

Proceeds from the issuance of notes payable and notes payable – related

The Company secured additional debt contributing to higher inflows.

Proceeds from issuing preferred shares bolstered the cash balance, supporting

ongoing operations and strategic initiatives.

Net cash used in operating activities increased by

approximately $8,2 million, or 28.13%, year-over-year.

This increase is largely due to the increase in operating expenses and net loss,

as well as a decrease in interest income.

Cash received from investing activities increased

$11.7 million, or 100%, from December 31, 2024 to December 31, 2025, driven by a decrease in a purchase of fixed assets and cash proceeds

from the sale of vehicles.

Net cash provided by financing activities decreased

by $5.3 million, or 28.37%, and was largely driven by proceeds from notes receivable and cash from the sale of common stock, offset by

the repayment of notes payable, and entry into a financing lease via a sales

leaseback transaction.

Change in Cash and Cash Equivalents

the Company’s cash position improved by approximately $2.1 million, transitioning from a net outflow in the prior year to a net

inflow in 2024.

This positive swing is primarily the result of substantial financing proceeds received late in the year, alongside more

favorable operating cash flows.

The timing of major expenses and capital projects also influenced the Company’s cash balance at

The significant uptick in financing inflows helped offset operating and investing

outflows, resulting in a positive net change in cash and cash equivalents.

Overall, the Company’s cash position decreased

by approximately $1.2 million, or 76%, in 2025.

This decrease is primarily the result of increased operating expenses, partially offset

by the increase in revenue, as well as by the decrease of cash provided by financing activities.

The significant uptick in financing inflows helped offset operating and investing outflows, resulting in a positive

net change in cash and cash equivalents.

Growth-Focused

Investments :

The higher cash outflows for investing activities underscore the Company’s

commitment to scaling its operations, although this increases near-term cash usage.

The higher cash outflows for investing activities underscore the Company’s commitment to scaling its operations,

although this increases near-term cash usage.

Operational Cash Use :

A reduction in net cash used in operating activities highlights

improving efficiencies and stronger sales, but continued focus on cost management remains

critical to achieving positive operating cash flows in the future.

A reduction in net cash used in operating activities highlights improving efficiencies and stronger sales,

but continued focus on cost management remains critical to achieving positive operating cash flows in the future.

the Company’s cash flow trends reflect a deliberate effort to fund growth initiatives while managing day-to-day operational needs.

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Depreciation and amortization

Impairment loss - project deposit

Impairment loss - intangible assets

Impairment of fixed assets

Amortization of bond premium and realized loss on investments in debt securities

Contributed capital

Amortization of operating lease - right-of-use asset

1 unchanged sentence

Amortization of debt discount

Loss on settlement of liabilities- notes payable

Loss on disposal of vehicles

Bad debt expense

Stock issued in connection with loan interest expense - related party

Default penalty, note extension fee, and imputed interest

Stock issued for services

Stock issued for services - related parties

Default penalty interest expense

Loss on debt extinguishment - related party

(Increase) decrease in

Accounts Receivable

3 unchanged sentences

Accounts payable and accrued expenses - related party

Stock payable - related party

Operating lease liability

3 unchanged sentences

$ (6,257,209 )

For the Years Ended December 31,

Investing activities

Purchase of vehicles not yet placed into service

$ (8,240,091 )

the Years Ended December 31,

proceeds from sale of vehicles

proceeds from the refund of project deposit (Yoshi)

on future asset purchase (Yoshi)

of fixed assets

- related party

cash provided by (used in) investing activities

$ (11,677,978 )

Deposit paid on future asset purchase

Proceeds from sale of marketable debt securities

Advances - related party

Purchase of fixed assets - net of refunds on prior purchases

Net cash provided by (used in) investing activities

the Years Ended December 31,

from issuance of Series B - convertible preferred stock - related party

$ (1,400,000 )

from notes payable

from notes payable - related party

from common stock issued for cash

paid for direct offering costs - common stock

on notes payable

(23,845,988 )

For the Years Ended December 31,

Financing activities

Proceeds from issuance of Series B - convertible preferred stock - related party

Proceeds from notes payable

Proceeds from notes payable - related party

Proceeds from common stock issued for cash

Cash paid for direct offering costs - common stock

Repayments on line of credit

Repayments on notes payable

Repayments on loan payable - related party

Net cash provided by financing activities

and Capital Resources :

The significant increase in cash from financing activities late

in the year has improved the Company’s liquidity.

However, higher interest expense

and ongoing operational requirements underscore the importance of prudent cash management

and careful monitoring of debt covenants.

The Company’s heavier investment in vehicles and deposits for future

assets highlights a strategic push toward market expansion and increased service capacity.

While these initiatives may weigh on near-term free cash flow, they are expected to enhance

revenue-generating potential in the long term.

(23,020,309 )

on loan payable - related party

cash provided by financing activities

$ (5,256,720 )

Liquidity and Capital Resources :

The decrease in cash from financing activities is primarily due to repayments of notes payable exceeding new funds received from the issuance of new notes payable.

Higher interest expense and ongoing operational requirements underscore the importance of prudent cash management and careful monitoring of debt covenants.

on Operational Efficiency :

Management continues to prioritize cost controls, aiming to

reduce the net cash used in operating activities.

Improved working capital management, route

optimization, and potential price adjustments are key levers for achieving positive cash

flow from operations in future periods.

Management continues to prioritize cost controls, aiming to reduce the net cash used in operating

Improved working capital management, route optimization, and potential price adjustments are key levers for achieving

positive cash flow from operations in future periods.

Related-Party

The continued reliance on related-party notes and convertible preferred stock

indicates a supportive investor base.

Nonetheless, the Company must remain mindful of the

terms and potential ramifications of such financing, including interest rates, default provisions,

and equity dilution.

maintaining a disciplined approach to both spending and financing, EzFill aims to strengthen its balance sheet and sustain the growth

The continued reliance on related-party notes and convertible preferred stock indicates a supportive investor base.

Nonetheless, the Company must remain mindful of the terms and potential ramifications of such financing, including interest rates,

default provisions, and equity dilution.

maintaining a disciplined approach to both spending and financing, the Company aims to strengthen its balance sheet and sustain the growth

momentum of its on-demand fueling business.

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Our funding strategies have included:

Raising capital through the sale of common or preferred shares, including convertible

securities from related parties.

Securing loans and other debt instruments, often under terms that include default

penalty interest or other onerous conditions, which have contributed to higher financing

Raising capital through the sale of common or preferred shares, including convertible securities from related parties.

Securing loans and other debt instruments, often under terms that include default penalty interest or other onerous conditions,

which have contributed to higher financing costs.

Related-Party

Transactions:

Engaging with supportive investors and related parties who have provided additional

funds, albeit at terms that may affect our overall capital structure.

Engaging with supportive investors and related parties who have provided additional funds, albeit at terms that may

affect our overall capital structure.

Concern Considerations

4 unchanged sentences

dependence on external capital to finance operations.

risk that current financing arrangements may not be renewed or may be available only under

less favorable terms.

risk that current financing arrangements may not be renewed or may be available only under less favorable terms.

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

7 unchanged sentences

These include:

● Negotiating

more favorable terms on existing and future debt.

● Identifying

new equity partners or investors.

5 unchanged sentences

reflected in the accompanying consolidated financial statements, for the year ended December 31, 2025, the Company had:

● Net loss available

to common stockholders of $16,447,279;

● Net cash used in

operations was $4,585,641

loss available to common stockholders of $86,406,431;

cash used in operations was $14,497,300.

Additionally,

at December 31, 2025, the Company had:

● Accumulated deficit

of $61,764,329

● Stockholders’

equity of $2,155,571;

● Working capital

deficit of $153,942,132;

Stockholders’

deficit of $22,114,845 and

capital deficit of $25,115,995.

Company anticipates that it will need to raise additional capital immediately in order to continue to fund its operations.

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our financial position, our cash flows and cash usage forecasts for the twelve months

ended December 31, 2025, and our current capital structure including equity-based instruments and our obligations and debts.

ending December 31, 2026, and our current capital structure including equity-based instruments and our obligations and debts.

factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent

4 unchanged sentences

strategic plans include the following:

● Expand into new

and existing markets (commercial and residential);

into new and existing markets (commercial and residential);

additional debt and/or equity based financing for growth;

our transaction with NextNRG, Inc.

(occurred February 13, 2025);

Collaborations

with other operating businesses for strategic opportunities;

other businesses to enhance or complement our current business model while accelerating our

Note dated December 2, 2024

December 2, 2024, the Company and NextNRG entered into a promissory note (the “December 2 Note”) for the sum of $715,000

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

The December 2 Note has an original issue discount (“OID”) equal

The unpaid principal balance of the December 2 Note has a fixed rate of interest of 8% per annum.

Unless the December 2 Note

is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the December 2 Note, along

with accrued interest, will be due and payable in full on December 2, 2025.

If the Company defaults on the December 2 Note, the unpaid

principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due.

Upon default, NextNRG

will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under

the December 2 Note into fully paid and non-assessable shares of the Company’s common stock.

The conversion price shall equal the

greater of the average VWAP over the five (5) Trading Day period prior to the conversion date;

or $0.70 (the “Floor Price”).

Notwithstanding the foregoing, the conversion price shall not exceed the closing price of the Company’s Common Stock on the Nasdaq

Capital Market on the date of the December 2 Note.

The Company and NextNRG have agreed that the total cumulative number of common stock

issued to NextNRG under the December 2 Note, together with all other transaction documents may not exceed the requirements of Nasdaq

Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following shareholder approval.

the Company is unable to obtain shareholder approval to issue common stock to Next in excess of the Nasdaq 19.99% Cap, then any remaining

outstanding balance of this December 2 Note must be repaid in cash at the request of NextNRG.

The December 2 Note contains a protection

for NextNRG in the event the Company effectuates a split of its common stock.

In the event of a stock split, if the December 2 Note is

issued and outstanding and has not been converted, then the number of shares and the price for any conversion under the December 2 Note

will be adjusted by the same ratios or multipliers of, any such subdivision, split, reverse split.

Note dated December 3, 2024

December 3, 2024, the Company and NextNRG entered into a promissory note (the “December 3 Note”) for the sum of $275,000

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

The December 3 Note has an original issue discount (“OID”) equal

The unpaid principal balance of the December 3 Note has a fixed rate of interest of 8% per annum.

Unless the December 3 Note

is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the December 3 Note, along

with accrued interest, will be due and payable in full on December 3, 2025.

If the Company defaults on the December 3 Note, the unpaid

principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due.

Upon default, NextNRG

will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under

the December 3 Note into fully paid and non-assessable shares of the Company’s common stock.

The conversion price shall equal the

greater of the average VWAP over the five (5) Trading Day period prior to the conversion date;

or $0.70 (the “Floor Price”).

Notwithstanding the foregoing, the conversion price shall not exceed the closing price of the Company’s Common Stock on the Nasdaq

Capital Market on the date of the December 3 Note.

The Company and Next have agreed that the total cumulative number of common stock

issued to Next under this Note, together with all other transaction documents may not exceed the requirements of Nasdaq Listing Rule

5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following shareholder approval.

If the Company

is unable to obtain shareholder approval to issue common stock to Next in excess of the Nasdaq 19.99% Cap, then any remaining outstanding

balance of this December 3 Note must be repaid in cash at the request of Next.

The December 3 Note contains a protection for Next in

the event the Company effectuates a split of its common stock.

In the event of a stock split, if the December 3 Note is issued and outstanding

and has not been converted, then the number of shares and the price for any conversion under the December 3 Note will be adjusted by

the same ratios or multipliers of, any such subdivision, split, reverse split.

Note dated December 17, 2024

December 17, 2024, the Company and NextNRG entered into a promissory note (the “December 17 Note”) for the sum of $580,000

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

The unpaid principal balance of the December 17 Note has a fixed rate of interest

of 8% per annum.

Unless the December 17 Note is otherwise accelerated, or extended in accordance with the terms and conditions therein,

the balance of the December 17 Note, along with accrued interest, will be due and payable in full on December 17, 2025.

As part of the

promissory note, the parties acknowledged that $379,755.39 of the Loan was sent directly to a third party as a down payment for the purchase

of equipment.

If the Company defaults on the December 17 Note, the unpaid principal and interest sums, along with all other amounts payable,

multiplied by 150% will be immediately due.

Upon default, NextNRG will have the right to convert all or any part of the outstanding and

unpaid principal, interest, penalties, and all other amounts under the December 17 Note into fully paid and non-assessable shares of

the Company’s common stock.

The conversion price shall equal the greater of the average VWAP over the five (5) Trading Day period

prior to the conversion date;

or $0.70 (the “Floor Price”).

Notwithstanding the foregoing, the conversion price shall not

exceed the closing price of the Company’s Common Stock on the Nasdaq Capital Market on the date of the December 17 Note.

and NextNRG have agreed that the total cumulative number of common stock issued to Next under this Note, together with all other transaction

documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation

will not apply following shareholder approval.

If the Company is unable to obtain shareholder approval to issue common stock to Next

in excess of the Nasdaq 19.99% Cap, then any remaining outstanding balance of this December 17 Note must be repaid in cash at the request

The December 17 Note contains a protection for NextNRG in the event the Company effectuates a split of its common stock.

the event of a stock split, if the December 17 Note is issued and outstanding and has not been converted, then the number of shares and

the price for any conversion under the December 17 Note will be adjusted by the same ratios or multipliers of, any such subdivision,

split, reverse split.

Farkas is the chief executive officer of NextNRG and is the beneficial holder of approximately 68.14% of the Company’s outstanding

shares of common stock.

other businesses to enhance or complement our current business model while accelerating our growth.

Note, dated as of December 26, 2024

December 26, 2024, the Company and Gad International Ltd.

(the “Lender”) entered into a promissory note (the “Gad

Note”) for the sum of $2,500,000 (the “Loan”) to be used for the Company’s working capital needs, including

without limitation the purchase of equipment.

Unless the Gad Note is otherwise accelerated, or extended in accordance with the terms

and conditions therein, the balance of the Gad Note, along with accrued interest, will be due and payable in full on February 23,

Further, the Company agreed among other things to pay the Lender a commitment fee of $400,000 in consideration of the Loan,

and an optional extension fee of $200,000 for any month or part thereof in which the Company requests an additional 30-day extension

to the Loan, upon the Lender’s written consent.

If any amount payable under the Loan is not paid when due, whether at stated

maturity, by acceleration, or otherwise, such overdue amount will bear interest at a rate of twenty-one percent (21%).

Additionally,

the Company agreed to execute an irrevocable transfer instruction with its transfer agent to issue $5,000,000 worth of shares of

Company common stock to the Lender if the Gad Note is not repaid on or before February 23, 2025.

However, pursuant to an amendment

to the Gad Note, dated January 15, 2025, between the Company and the Lender, no shares of the Company can be issued without the

Company first receiving shareholder approval.

The Company has commenced the process of obtaining shareholder approval and once the

shareholder approval process is completed and the Company is authorized to issue the shares, the Company will issue the shares.

Company shall take no action to impair, hinder or impede either the approval process or the issuance of the shares in the event they

become owed to Lender.

Such shares of common stock will be valued based on the Nasdaq official closing price for the Company’s

common stock as of date of the issuance of the Gad Note.

The note was extended to March 23, 2025, and in exchange for the extension of the maturity date, the Company paid

a fee of $200,000.

(the “Lender”) entered into a promissory note (the “Gad Note”)

for the sum of $2,500,000 (the “Loan”) to be used for the Company’s working capital needs, including without limitation

the purchase of equipment.

Unless the Gad Note is otherwise accelerated or extended in accordance with the terms and conditions therein,

the balance of the Gad Note, along with accrued interest, will be due and payable in full on February 23, 2025.

Further, the Company

agreed among other things to pay the Lender a commitment fee of $400,000 in consideration of the Loan, and an optional extension fee

of $200,000 for any month or part thereof in which the Company requests an additional 30-day extension to the Loan, upon the Lender’s

written consent.

If any amount payable under the Loan is not paid when due, whether at stated maturity, by acceleration, or otherwise,

such overdue amount will bear interest at a rate of 21%.

Additionally, the Company agreed to execute an irrevocable transfer instruction

with its transfer agent to issue $5,000,000 worth of shares of Company common stock to the Lender if the Gad Note is not repaid on or

before February 23, 2025.

However, pursuant to an amendment to the Gad Note, dated January 15, 2025, between the Company and the Lender,

no shares of the Company can be issued without the Company first receiving shareholder approval.

The Company has commenced the process

of obtaining shareholder approval and once the shareholder approval process is completed and the Company is authorized to issue the shares,

the Company will issue the shares.

The Company shall take no action to impair, hinder or impede either the approval process or the issuance

of the shares in the event they become owed to Lender.

Such shares of common stock will be valued based on the Nasdaq official closing

price for the Company’s common stock as of date of the issuance of the Gad Note.

The note was extended to March 23, 2025, and in

exchange for the extension of the maturity date, the Company paid a fee of $200,000.

The note was paid in full on March 26, 2025.

Note, dated as of December 30, 2024

31 unchanged sentences

Note, dated as of January 15, 2025

January 15, 2025, the Company and Alcourt LLC (the “Alcourt”) entered into a promissory note (the “Alcourt Note”)

January 15, 2025, the Company and Alcourt LLC (“Alcourt”) entered into a promissory note (the “Alcourt Note”)

for the sum of $1,000,000 to be used for the Company’s working capital needs, including without limitation, the purchase of equipment.

15 unchanged sentences

Date shall be extended until July 15, 2025.

Additionally, if Alcourt Note is paid at any time after the initial Maturity Date, the Company

shall pay a $50,000 termination fee together with the repayment of the principal, accrued unpaid interest, and any other charges due

Additionally, if the Alcourt Note is paid at any time after the initial Maturity Date, the

Company shall pay a $50,000 termination fee together with the repayment of the principal, accrued unpaid interest, and any other charges

due to Alcourt.

No shares of the Company shall be issued without the Company first receiving shareholder approval.

1 unchanged sentence

the process of obtaining shareholder approval as soon as reasonably practicable after execution of the Alcourt Note.

This note was repaid

in February 2025.

holders of a majority of the Company’s voting capital stock, by written consents in lieu of meetings delivered on January 15, 2025,

pursuant to Section 228 of the Delaware General Corporation Law and Section 9 of Article II of our bylaws, provided approval for the

following corporate actions (the “Authorizations”):

note was repaid in full in February 2025.

January 15, 2025, the holders of a majority of the Company’s voting capital stock approved the following corporate actions via

written consent (the “Authorizations”):

possible issuance of shares of the Company common stock with a then current value of $500,000 under that certain promissory note,

dated as of January 15, 2025, by and between the Company and Alcourt LLC, in the event that such note is not repaid by April 15,

dated as of January 15, 2025, by and between the Company and Alcourt, in the event that such note is not repaid by April 15, 2025

(this note was repaid in full in February 2025);

possible issuance of $5,000,000 worth of shares of Company common stock under that certain promissory note, dated as of December

26, 2024, by and between the Company and Gad International Ltd., as amended by that certain amendment to promissory note, dated as

of January 15, 2025, in the event that such promissory note is not repaid on or before February 23, 2025;

26, 2024, by and between the Company and Gad, as amended by that certain amendment to promissory note, dated as of January 15, 2025,

in the event that such promissory note is not repaid on or before February 23, 2025 (the note was extended to March 23, 2025);

possible issuance of shares of Company common stock under those certain promissory notes by and between the Company and NextNRG Holding

Corp., dated as of November 14, 2024, December 2, 2024, December 3, 2024, December 17, 2024 and December 30, 2024.

Corp., dated as of November 14, 2024, December 2, 2024, December 3, 2024, December 17, 2024 and December 30, 2024, respectively.

consents were obtained in compliance with Nasdaq Listing Rules 5635(a) and 5635(d), as applicable, which require, in relevant part, that

2 unchanged sentences

be equal to or greater than 20% of the Company’s issued and outstanding shares of common stock as of the date of issuance.

Company has filed with the Commission a definitive information statement under cover of Schedule 14C in respect of the Authorizations

and expects to disseminate such information statement as soon as reasonably practicable.

Receivable Financing Arrangements, dated as of December 27, 2024

December 27, 2024, the Company entered certain receivable financing arrangements with the following parties:

(i) Revenue Purchase Agreement

and Guaranty of Performance with GALT FUNDING Co.

(the “Galt Agreement”);

(ii) Sales of Future Receipts Agreement with Redstone

(the “Redstone Agreement”);

and (iii) Future Receivables Sale and Purchase Agreement with Funderzgroup LLC dba

Advance (the “Funderzgroup Agreement”, and together with the Galt Agreement and the Redstone Agreement, the “Receivable

Financing Agreements”).

Each of the Receivable Financing Agreements shall expire when the amounts financed thereunder are paid

in full to the respective lenders, which the Company expects to be approximately six (6) months from the date of their signing.

Agreement provides the Company with $500,000 in receivables financing subject to an origination fee of $15,000 and a payment schedule

of $27,500 per week.

The Redstone Agreement provides the Company with $1,000,000 in receivables financing subject to an origination fee

of $30,035 and a payment schedule of $55,000 per week.

The Funderzgroup Agreement provides the Company with $1,000,000 in receivables

financing subject to fees of $30,035 and a payment schedule of $55,000 per week.

Each of the Receivable Financing Agreements provide

for certain representations and covenants that are customary for these types of transactions.

Company filed with the Commission, and disseminated to its stockholders, a definitive information statement in respect of the Authorizations.

of the NextNRG Acquisition

Company, the members of Next Charging LLC (the “Members”) and Michael Farkas, an individual, as the representative of the

Members entered into an Exchange Agreement dated August 10, 2023 as amended by the Amended and Restated Exchange Agreement, dated November

2, 2023 (as so amended the “Original Exchange Agreement”), pursuant to which the Company agreed to acquire from the Members

100% of the membership interests of Next Charging LLC in exchange for the issuance by the Company to the Members of shares of common

stock, par value $0.0001 per share, of the Company (the “Common Stock”).

Subsequently, Next Charging LLC converted to a corporation

organized in the State of Nevada named NextNRG Holding Corp.

(“Next”) 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 LLC remained

as shareholders of NextNRG.

June 11, 2024, in order to reflect the Conversion, the Company, all of the shareholders of Next (the “Shareholders”) and

Michael Farkas as the representative of the Shareholders (the “Shareholders’ Representative”) executed a second amended

and restated agreement to replace the Original 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 Shareholders 100% of the shares

of Next in exchange for the issuance by the Company to the Shareholders of Common Stock.

July 22, 2024, the Company and the Shareholders’ Representative entered into the first amendment to the Second Amended and Restated

Exchange Agreement (“First Amendment”) to add a new section 2.10 to the Second Amended and Restated Exchange Agreement providing

that, in the event that the Company at any time prior to the closing undertakes any forward split of the Common Stock, or any reverse

split of the Common Stock, any references to numbers of shares of Common Stock and the shares of Common Stock to be issued to the Shareholders

as set forth in the Second Amended and Restated Exchange Agreement shall be deemed automatically updated and adjusted to the extent still

Company and the Shareholders’ Representative entered into the second amendment to the Second Amended and Restated Exchange Agreement

(“Second Amendment”).

Under the Second Amendment, the consideration to be paid to the Shareholders was revised from 40,000,000

shares of Common Stock to 100,000,000 shares of Common Stock (“Exchange Shares”) of which, 25,000,000 or 50,000,000 shares

of the Exchange Shares would be vested on the closing date, and the remaining 75,000,000 or 50,000,000 shares of the Exchange Shares

would be subject to vesting or forfeiture.

The Second Amendment also provides that in the event that the acquisition of an acquisition

target (as defined under the Second Amended and Restated Exchange Agreement) by Next (the “Target”), directly or indirectly

through Next or a subsidiary of Next, had been completed prior to the closing, then 50,000,000 of the Exchange Shares would be the “Vested

Shares” and 50,000,000 of the Exchange Shares would be the “Restricted Shares” subject to vesting.

In the event that

the acquisition of the acquisition Target by Next, directly or indirectly through Next or a subsidiary of Next, had not been completed

prior to the closing, then 25,000,000 of the Exchange Shares shall be the “Vested Shares” and 75,000,000 of the Exchange

Shares shall be the “Restricted Shares” subject to vesting.

The Second Amendment also amends and restates the vesting schedule

for the Restricted Shares and includes amendments to omit and amend certain provisions of the Second Amended and Restated Exchange Agreement

in light of the amendment to the Company’s amended and restated certificate of incorporation.

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

the First Amendment and Second Amendment, was completed, and in connection therewith Next became a wholly owned subsidiary of the Company.

Sheet Arrangements

do not have any off-balance sheet arrangements as defined in Regulation S-K Item 303(a)(4).

of December 31, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.

Quantitative and Qualitative Disclosures About Market Risk

reporting companies are not required to provide the information required by this item.

a smaller reporting company, we are not required to provide the information required by this item.

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 7. Management’s Discussion and Analysis