NEXTNRG, INC. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2026 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [____] to [____] Commission file number 001-40809 NEXTNRG, INC. (Exact name of registrant as specified in its charter) Delaware 83-4260623 State or other jurisdiction of incorporation or organization (I.R.S. Employer Identification No.) 407 Lincoln Rd. #9F , Miami Beach , Florida 33139 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (305) 786-6998 Securities registered pursuant to Section 12(b) of the Act: Title of Class Trading Symbol(s) Name of each exchange on which registered Common Stock, Par Value $0.0001 NXXT Nasdaq Capital Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of August 13, 2026, 168,221,739 shares of the registrant’s common stock, par value $ 0.0001 per share, were outstanding. NextNRG, Inc. Table of Contents Page PART I - FINANCIAL INFORMATION F-1 Item 1. Condensed Consolidated Financial Statements F-1 Unaudited Condensed Consolidated Balance Sheets F-1 Unaudited Condensed Consolidated Statements of Operations F-2 Unaudited Condensed Consolidated Statements of Stockholders’ Deficit F-3 - F-4 Unaudited Condensed Consolidated Statements of Cash Flows F-5 Notes to Unaudited Condensed Consolidated Financial Statements F-6 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 3 Item 3. Quantitative and Qualitative Disclosures About Market Risk 36 Item 4. Controls and Procedures 36 PART II - OTHER INFORMATION Item 1. Legal Proceedings 37 Item 1A. Risk Factors 37 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 38 Item 3. Defaults Upon Senior Securities 38 Item 4. Mine Safety Disclosures 38 Item 5. Other Information 38 Item 6. Exhibits 39 Signatures 40 2 PART I - FINANCIAL INFORMATION Item 1. Financial Statements. NextNRG, Inc. and Subsidiaries (f/k/a EzFill Holdings, Inc.) Condensed Consolidated Balance Sheets As of As of June 30, 2026 December 31, 2025 (unaudited) Assets Current Assets Cash $ 883,696 $ 384,140 Accounts receivable - net 2,913,281 2,039,214 Inventory 756,902 609,861 Prepaids and other 1,140,026 152,831 Total Current Assets 5,693,905 3,186,046 Property and equipment - net 5,406,856 6,833,918 Operating lease - right-of-use asset 486,166 608,170 Operating lease - right-of-use asset - related party 151,744 208,354 Operating lease - right-of-use asset 151,744 208,354 Deposits 612,549 226,865 Total Assets $ 12,351,220 $ 11,063,353 Liabilities and Stockholders’ Deficit Current Liabilities Accounts payable and accrued expenses $ 6,276,496 $ 4,058,798 Accounts payable and accrued expenses - related parties 3,028,143 1,968,557 Accounts payable and accrued expenses 3,028,143 1,968,557 Notes payable - net 9,270,696 9,641,069 Notes payable - related parties - net 10,648,727 11,629,847 Notes payable - net 10,648,727 11,629,847 Stock payable - related parties 620,360 520,000 Financing lease liability 1,030,525 - Operating lease liability 241,118 219,953 Operating lease liability - related party 122,963 116,317 Operating lease liability 122,963 116,317 Dividends payable (common stock) - related parties 60,000 147,500 Total Current Liabilities 31,299,028 28,302,041 Long-Term Liabilities Notes payable - net - 811,525 Financing lease liability 2,091,419 3,577,478 Operating lease liability 250,940 391,363 Operating lease liability - related party 32,554 95,791 Operating lease liability 32,554 95,791 Total Long-Term Liabilities 2,374,913 4,876,157 Total Liabilities 33,673,941 33,178,198 Commitments and Contingencies - - Stockholders’ Deficit Convertible preferred stock - Series A, $ 0.0001 par value; 513,000 shares designated; none and 280,000 issued and outstanding, respectively - 28 Convertible preferred stock - Series B, $ 0.0001 par value; 150,000 shares designated; 140,000 and 140,000 issued and outstanding, respectively 14 14 Preferred stock value 14 14 Common stock - $ 0.0001 par value; 500,000,000 shares authorized; 167,864,058 and 142,426,924 shares issued and outstanding, respectively 16,783 14,240 Additional paid-in capital 152,622,021 134,250,385 Accumulated deficit ( 171,465,942 ) ( 153,942,132 ) Stockholders’ Deficit ( 18,827,124 ) ( 19,677,465 ) Non-controlling interest ( 2,495,597 ) ( 2,437,380 ) Total Stockholders’ Deficit ( 21,322,721 ) ( 22,114,845 ) Total Liabilities and Stockholders’ Deficit $ 12,351,220 $ 11,063,353 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. F- 1 NextNRG, Inc. and Subsidiaries (f/k/a EzFill Holdings, Inc.) Condensed Consolidated Statements of Operations (Unaudited) For the Six Months Ended June 30, For the Three Months Ended June 30, 2026 2025 2026 2025 Sales - net $ 48,807,078 $ 35,964,241 $ 27,747,948 $ 19,691,568 Cost of sales 45,139,730 33,876,456 25,792,310 18,121,752 Gross profit 3,667,348 2,087,785 1,955,638 1,569,816 General and administrative expenses 16,781,948 37,318,273 6,047,468 31,779,768 Depreciation and amortization 1,406,455 1,289,088 335,382 555,752 Total costs and expenses 18,188,403 38,607,361 6,382,850 32,335,520 Loss from operations ( 14,521,055 ) ( 36,519,576 ) ( 4,427,212 ) ( 30,765,704 ) Other income (expense) Interest income 3 41 1 41 Gain (loss) on settlement of liabilities 368,819 ( 1,134,944 ) 368,819 ( 1,134,944 ) Gain on sale of asset 37,169 - 37,169 - Other income 83,195 225,633 75,250 86,363 Interest expense (including amortization of debt discount) ( 3,359,325 ) ( 7,642,428 ) ( 2,678,729 ) ( 4,319,031 ) Total other expense - net ( 2,870,139 ) ( 8,551,698 ) ( 2,197,490 ) ( 5,367,571 ) Net loss ( 17,391,194 ) ( 45,071,274 ) ( 6,624,702 ) ( 36,133,275 ) Non-controlling interest ( 58,217 ) ( 182,974 ) ( 24,749 ) ( 32,509 ) Net loss attributable to NextNRG, Inc. before preferred dividends ( 17,332,977 ) ( 44,888,300 ) ( 6,599,953 ) ( 36,100,766 ) Preferred stock dividend - payable on Series A convertible preferred stock - to be issued in common stock ( 158,333 ) ( 226,876 ) ( 70,836 ) ( 113,438 ) Preferred stock dividend - payable on Series B convertible preferred stock - to be issued in common stock ( 120,000 ) ( 120,000 ) ( 60,000 ) ( 60,000 ) Preferred stock dividend ( 120,000 ) ( 120,000 ) ( 60,000 ) ( 60,000 ) Net loss available to common stockholders - basic and diluted ( 17,611,310 ) ( 45,235,176 ) ( 6,730,789 ) ( 36,274,204 ) Basic and diluted loss per share ( 0.11 ) ( 0.39 ) ( 0.04 ) ( 0.30 ) Weighted average number of shares - basic and diluted 155,446,079 114,394,593 161,506,846 119,114,085 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. F- 2 NextNRG, Inc. and Subsidiaries (f/k/a EzFill Holdings, Inc.) Condensed Consolidated Statements of Changes in Stockholders’ Deficit For the Six Months Ended June 30, 2026 (Unaudited) Shares Amount Shares Amount Shares Amount Capital Deficit Interest Deficit Series A Convertible Preferred Stock Series B Convertible Preferred Stock - Related Party Common Stock Additional Paid-in Accumulated Non-Controlling Total Stockholders’ Shares Amount Shares Amount Shares Amount Capital Deficit Interest Deficit December 31, 2025 280,000 $ 28 140,000 $ 14 142,426,924 $ 14,240 $ 134,250,385 $ ( 153,942,132 ) $ ( 2,437,380 ) $ ( 22,114,845 ) Conversion of Series A convertible preferred stock to common stock ( 280,000 ) ( 28 ) - - 1,266,968 128 - - - - Common stock issued for cash - - - - 1,558,603 155 1,517,288 - - 1,517,443 Cash paid for direct offering costs - - - - - - ( 6,998 ) ( 6,998 ) Issuance of common stock for Series A convertible preferred stock dividend shares payable - - - - 31,703 3 87,497 - - 87,500 Issuance of common stock for Series B convertible preferred stock dividend shares payable - - - - 21,739 2 59,998 - - 60,000 Series A convertible preferred stock dividends - payable in common stock - - - - - - - - - - Series B convertible preferred stock dividends - payable in common stock - - - - - - - ( 60,000 ) - ( 60,000 ) Common stock issued for services - - - - 8,100,500 810 7,858,877 - - 7,859,687 Common stock issued for conversion of notes payable - - - - 3,181,818 318 1,375,323 - - 1,375,641 Non-controlling interest - - - - - - - - ( 33,468 ) ( 33,468 ) Net loss - - - - - - - ( 10,733,024 ) - ( 10,733,024 ) March 31, 2026 - $ - 140,000 $ 14 156,588,255 $ 15,656 $ 145,142,270 $ ( 164,735,156 ) $ ( 2,470,848 ) $ ( 22,048,064 ) Common stock issued for cash - - - - 10,000,000 1,000 6,399,000 - - 6,400,000 Cash paid for direct offering costs - - - - - - ( 608,000 ) - - ( 608,000 ) Issuance of common stock for Series A convertible preferred stock dividend shares payable - - - - 25,664 2 70,830 - - 70,832 Issuance of common stock for Series B convertible preferred stock dividend shares payable - - - - 21,739 2 59,998 - - 60,000 Series A convertible preferred stock dividends - payable in common stock - - - - - - - ( 70,833 ) - ( 70,833 ) Series B convertible preferred stock dividends - payable in common stock - - - - - - - ( 60,000 ) - ( 60,000 ) Common stock issued for services - - - - 818,000 82 1,396,666 - - 1,396,748 Common stock issued for penalties and interest - - - - 67,100 7 29,316 - - 29,323 Common stock issued with notes payable - - - - 343,300 34 131,941 - - 131,975 Non-controlling interest - - - - - - - - ( 24,749 ) ( 24,749 ) Net loss - - - - - - - ( 6,599,953 ) - ( 6,599,953 ) June 30, 2026 - - 140,000 14 167,864,058 $ 16,783 $ 152,622,021 $ ( 171,465,942 ) $ ( 2,495,597 ) $ ( 21,322,721 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. F- 3 N extNRG, Inc. and Subsidiaries (f/k/a EzFill Holdings, Inc.) Condensed Consolidated Statements of Changes in Stockholders’ Deficit For the Six Months Ended June 30, 2025 (Unaudited) Series A Convertible Preferred Stock Series B Convertible Preferred Stock - Related Party Common Stock Additional Paid-in Accumulated Non-Controlling Total Stockholders’ Shares Amount Shares Amount Shares Amount Capital Deficit Interest Deficit December 31, 2024 363,000 $ 36 140,000 $ 14 106,707,827 $ 10,667 $ 54,789,949 $ ( 67,535,701 ) $ - $ ( 12,735,035 ) Contributed Capital - - - - - - 571,215 - - 571,215 Conversion of Series A convertible preferred stock to common stock - - - - - - - - - - Cash paid as direct offering cost - - - - - - ( 1,557,005 ) - - ( 1,557,005 ) Common stock issued for cash - - - - 5,075,378 508 15,225,626 - - 15,226,134 Common stock issued as loan extension fee - - - - 41,437 4 149,996 - - 150,000 Equity issued for loan fees - - - - - - - - - - Issuance of common stock for Series A convertible preferred stock dividend shares payable - - - - 61,204 6 168,917 - - 168,923 Issuance of common stock for Series B convertible preferred stock dividend shares payable - - - - 32,372 3 89,345 - - 89,348 Series A convertible preferred stock dividends - payable in common stock - - - - - - - ( 113,438 ) - ( 113,438 ) Series B convertible preferred stock dividends - payable in common stock - - - - - - - ( 60,000 ) - ( 60,000 ) Stock based compensation - related parties - - - - - - 17,333 - - 17,333 Common stock issued for conversion of accounts payable - - - - - - - - - - Common stock issued for conversion of notes payable - - - - - - - - - - Par value true up adjustment - - - - - (1 ) 1 - - - Non-controlling interest - - - - - - - - ( 150,465 ) ( 150,465 ) Common stock issued for services - - - - 410,774 42 1,468,349 - - 1,468,391 Net loss - - - - - - - ( 8,787,534 ) - ( 8,787,534 ) March 31, 2025 363,000 36 140,000 14 112,328,992 $ 11,229 $ 70,923,726 $ ( 76,496,673 ) $ ( 150,465 ) $ ( 5,712,133 ) Balance 363,000 36 140,000 14 112,328,992 $ 11,229 $ 70,923,726 $ ( 76,496,673 ) $ ( 150,465 ) $ ( 5,712,133 ) Cash paid as direct offering cost - - - - - - - - - Common stock issued for services - - - - 6,926,047 693 19,857,647 - - 19,858,340 Common stock issued for prepaid services - - - - 1,889,002 189 5,623,236 - - 5,623,425 Common stock issued as loan extension fee - - - - 116,000 12 347,948 - - 347,960 Common stock issued for conversion of accounts payable - - - - 22,013 2 68,678 - - 68,680 Common stock issued for conversion of notes payable - - - - 706,667 71 2,119,929 - - 2,120,000 Issuance of common stock for Series A convertible preferred stock dividend shares payable - - - - 41,100 4 113,434 - - 113,438 Issuance of common stock for Series B convertible preferred stock dividend shares payable - - - - 21,739 2 59,998 - - 60,000 Series A convertible preferred stock dividends - payable in common stock - - - - - - - ( 113,438 ) - ( 113,438 ) Series B convertible preferred stock dividends - payable in common stock - - - - - - - ( 60,000 ) - ( 60,000 ) Non-controlling interest - - - - - - - - ( 32,509 ) ( 32,509 ) - Net loss - - - - - - - ( 36,100,766 ) - ( 36,100,766 ) June 30, 2025 363,000 $ 36 140,000 $ 14 122,051,560 $ 12,202 $ 99,114,597 $ ( 112,770,877 ) $ ( 182,974 ) $ ( 13,827,002 ) Balance 363,000 $ 36 140,000 $ 14 122,051,560 $ 12,202 $ 99,114,597 $ ( 112,770,877 ) $ ( 182,974 ) $ ( 13,827,002 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. F- 4 NextNRG, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited) For the Six Months Ended June 30, 2026 2025 Operating activities Net loss $ ( 17,391,194 ) $ ( 45,071,274 ) Adjustments to reconcile net loss to net cash used in operations Contributed capital - 571,215 Depreciation and amortization 1,406,455 1,289,088 Finance lease interest accretion 268,678 - Amortization of operating lease - right-of-use asset 122,004 181,058 Amortization of operating lease - right-of-use asset - related party 56,610 41,229 Amortization of debt discount 1,260,741 4,321,129 Bad debt expense 5,598 11,264 Stock issued in connection with loan interest expense 29,323 497,960 Stock issued for services 9,256,434 26,950,157 Stock issued for services - related parties - 17,333 Default penalty interest expense - 70,720 (Gain) loss on settlement of liabilities ( 368,819 ) 1,434,924 Gain on sale of asset ( 37,169 ) ( 299,980 ) Changes in operating assets and liabilities Accounts receivable ( 879,665 ) ( 1,432,469 ) Inventory ( 147,041 ) ( 100,670 ) Prepaids and other ( 987,195 ) ( 2,232,728 ) Deposits ( 385,684 ) ( 177,824 ) Accounts payable and accrued expenses 2,339,113 4,959,496 Accounts payable and accrued expenses - related party 1,060,053 1,188,411 Operating lease liability ( 119,258 ) 1,495,260 Operating lease liability - related party ( 56,591 ) ( 50,611 ) Net cash used in operating activities ( 4,567,606 ) ( 6,336,312 ) Investing activities Cash proceeds from sale of trucks 57,875 531,850 Net cash provided by investing activities 57,875 531,850 Financing activities Proceeds from notes payable 6,912,081 9,642,255 Proceeds from notes payable - related party - 1,826,594 Proceeds from common stock issued for cash 7,917,443 15,226,134 Cash paid for direct offering costs - common stock ( 614,998 ) ( 1,557,005 ) Payments on finance lease liabilities ( 724,140 ) - Repayments on notes payable ( 7,565,592 ) ( 17,992,795 ) Repayments on loan payable - related party ( 915,507 ) ( 300,000 ) Net cash provided by financing activities 5,009,287 6,845,183 Net increase in cash 499,556 1,040,721 Cash - beginning of period 384,140 1,612,117 Cash - end of period 883,696 2,652,838 Supplemental disclosure of cash flow information Cash paid for interest 5,668 - Cash paid for income tax - - Supplemental disclosure of non-cash investing and financing activities Contributed capital $ - $ 571,215 Reclassification of prior period deposit to purchase of vehicles (Yoshi) $ - $ 2,035,283 Right-of-use asset obtained in exchange for new operating lease liability - related party $ - $ 694,650 Right-of-use asset obtained in exchange for new operating lease liability $ - $ 863,960 Debt discount (OID) in connection with the issuance of notes payable $ 2,407,460 $ 2,563,365 Debt discount (OID) in connection with the issuance of notes payable - related party $ - $ 175,000 Common stock / warrants issued with notes payable $ 131,975 $ - Series A and B convertible preferred stock dividends - payable in common stock $ 190,833 $ 173,438 Series B - convertible preferred stock distribution - prior investment - related party $ - $ 14 Issuance of common stock for Series A / B convertible preferred stock dividend shares payable $ 278,333 $ 431,709 Stock issued to settle accounts payable $ - $ 68,680 Stock issued for conversion of notes payable $ 1,375,000 $ 2,120,000 Series A convertible preferred stock converted to common stock $ 28 $ - Related-party note payable converted to stock payable $ 100,360 $ - The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. F- 5 NEXTNRG, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 Note 1 - Organization and Nature of Operations Organization and Nature of Operations NextNRG, Inc. (formerly known as EzFill Holdings, Inc.) and its subsidiaries (“Next,” “NextNRG,” “we,” “our” or the “Company”), was incorporated on April 20, 2016, in the State of Florida. The Company operates an on-demand mobile gas delivery service as well as beginning to provide services as a renewable energy company focused on developing and deploying wireless electric vehicle charging technology integrated with battery storage and solar energy solutions. EzFill-FL, LLC was established on July 27, 2016 in the State of Florida. The assets of EzFill-FL, LLC constituting the mobile fueling business were acquired as of April 9, 2019 by EzFill Holdings, Inc. (“EZFL”), which was incorporated on March 28, 2019, in the State of Delaware. Schedule of Organizational Structure Organizational Structure Company Name Incorporation Date State of Incorporation NextNRG Holding Corp . April 20, 2016 Nevada NextNRG, Inc. (f/k/a EzFill Holdings, Inc.) March 28, 2019 Delaware NextNRG Ops, LLC (f/k/a NextNRG, LLC) August 31, 2023 Delaware Next/Ingle Holdings, LLC * December 3, 2024 Delaware NextCharging, LLC January 21, 2025 Delaware EzFill Operations, LLC April 24, 2025 Nevada Neighborhood Fuel Holdings, LLC Inactive Inactive NextNRG Topanga Microgrid LLC August 21, 2025 California NextNRG Sunnyside Microgrid LLC August 21, 2025 California * The Company owns 50% of this entity. The remaining 50% is a component of our non-controlling interest. Common Control Merger (Related Party) Transaction Overview On August 10, 2023, the Company, the members (the “Members”) of Next Charging LLC (“Next Charging”) and Michael Farkas, as the representative of the Members, entered into an Exchange Agreement (the “Exchange Agreement”), pursuant to which the Company agreed to acquire from the Members 100 % of the membership interests of Next Charging (the “Membership Interests”) in exchange for up to 40,000,000 shares of common stock. Subsequently, Next Charging converted to a corporation organized in the State of Nevada named NextNRG Holding Corp. (“Next Holding”) effective as of March 1, 2024 (the “Conversion”), which Conversion continued the existence of the prior entity in the new corporate form and the prior members of Next Charging remained as shareholders of Next Holding. On June 11, 2024, in order to reflect the Conversion, the Company, all of the shareholders of Next Holding and Mr. Farkas as the representative of the Next Holding executed a second amended and restated agreement to replace the Exchange Agreement in its entirety (the “Second Amended and Restated Exchange Agreement”). Pursuant to the Second Amended and Restated Exchange Agreement, the Company agreed to acquire from the Next Holding 100% of the shares of Next Holding in exchange for the issuance by the Company to the Next Holding shareholders of Company common stock. F- 6 On September 25, 2024, the Company and Mr. Farkas entered into the second amendment to the Second Amended and Restated Exchange Agreement (“Second Amendment”) to change the number of the Company’s common stock shares to be issued to the Next Holding shareholders by the Company in exchange for 100 % of the shares of Next Holding to 100,000,000 shares of the Company’s common stock. The Second Amendment also provided that in the event Next Holding completes the acquisition of STAT-EI, Inc. (“SEI” or “STAT”), prior to the closing, then 50,000,000 shares will vest on the closing date, and the remaining 50,000,000 shares will be subject to vesting or forfeiture (such shares subject to vesting or forfeiture, the “Restricted Shares”). Next Holding completed the acquisition of SEI on January 19, 2024, and thus 50,000,000 vested on that closing date. The remaining 50,000,000 restricted shares are subject to vesting or forfeiture. 25,000,000 of the 50,000,000 restricted shares will vest, if at all, upon the Company commercially deploying the third solar, wireless electric vehicle charging, microgrid, and/or battery storage system (such systems as more specifically defined under the Second Amended and Restated Exchange Agreement, as amended) and 25,000,000 of the 50,000,000 Restricted Shares will vest, if at all, upon the Company either reaching annual revenues exceeding $ 100 million, the Company completing projects with deployment costs greater than $ 100 million, or the Company completing a capital raise greater than $ 25 million. Prior to closing, the Company (i) increased the number of its authorized shares of common stock from 50,000,000 to 500,000,000 , (ii) received stockholder approval, (iii) received third-party consents, and (iv) ensured compliance with the rules and regulations of The Nasdaq Stock Market. Transaction Closing On February 13, 2025, the closing of the transactions contemplated by the Second Amended and Restated Exchange Agreement, as amended, was completed. Pursuant to the terms of the Second Amended and Restated Exchange Agreement, as amended, the Company issued an aggregate of 100,000,000 shares of common stock in exchange for all of the issued and outstanding common stock of Next Holding, and Next Holding became a wholly owned subsidiary of the Company. Corporate Name Change On February 13, 2025, the Company changed its name from EzFill Holdings, Inc. to NextNRG, Inc. Next NRG Business Overview NextNRG is Powering What’s Next by implementing artificial intelligence (“AI”) and machine learning (“ML”) into renewable energy, next-generation energy infrastructure, battery storage, wireless electric vehicle (“EV”) charging and on-demand mobile fuel delivery to create an integrated ecosystem. At the core of NextNRG’s strategy is its utility operating system, which leverages AI and ML to help make existing utilities’ energy management as efficient as possible, and the deployment of NextNRG smart microgrids, which utilize AI-driven energy management alongside solar power and battery storage to enhance energy efficiency, reduce costs and improve grid resiliency. These microgrids are designed to serve commercial properties, schools, hospitals, nursing homes, parking garages, rural and tribal lands, recreational facilities and government properties, expanding energy accessibility. NextNRG continues to expand its growing fleet of fuel delivery trucks and national footprint. NextNRG is also integrating sustainable energy solutions into its mobile fueling operations. The company hopes to be an integral part of assisting its fleet customers in their transition to EV, supporting more efficient fuel delivery while advancing clean energy adoption. The transition process is expected to include the deployment of NextNRG’s innovative wireless EV charging solutions. F- 7 Common Control Determination The Company has determined that the Company’s acquisition of Next Holding qualifies as a common control merger under the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 805-50-15-6, which defines control as the ability to direct management and policies by ownership, contractual arrangements, or other means. Key factors included in our assessment of common control are as follows: ● Company Control: ○ Mr. Farkas controlled more than 20% of the Company prior to December 31, 2023, as the largest individual shareholder; ○ As the primary debt lender prior to and at the time of the merger, Mr. Farkas had the ability to influence critical financial decisions; ○ The Company’s liquidity was significantly supported by Next Holding funding prior to and at the time of the merger, reflecting decisions and activities controlled by Mr. Farkas; and ○ On the date of merger, Mr. Farkas controlled approximately 70 % of the Company. ● Next Holding Control: ○ Mr. Farkas concurrently exercised control over Next Holding prior to December 31, 2023. Accounting Treatment As both the Company and Next Holding shared common ownership at all times prior to, at the time of and subsequent to the merger date, this transaction is classified as a common control merger. At the date of acquisition, Mr. Farkas owned approximately 70 % of the Company and 67 % of Next Holding. For the following discussion, see authoritative guidance throughout ASC 805-50, 260-10 and ASC 280: 1. Retention of Historical Carrying Amounts The acquired entity’s assets and liabilities are recorded at their historical carrying amounts. F- 8 2. Pooling-of-Interests Approach The pooling-of-interests approach identifies that transfers between entities under common control do not represent a change in ownership. In these transactions, the entity receiving net assets or exchanging shares is required to measure the assets and liabilities at their carrying amounts as recorded in the transferring entity’s separate financial statements (which reflect the historical cost basis established by the ultimate parent). Essentially, this guidance results in an accounting treatment similar to the pooling-of-interests method. 3. Retrospective Application to Financial Statements The historical financial statements are adjusted as if the merger had occurred at the beginning of the earliest period presented. By doing so, all periods in the financial statements are made comparable, reflecting the merger’s effects consistently. 4. Equity Adjustments Adjustments to additional paid-in capital (“APIC”) and retained earnings are made to reconcile historical balances. Historical retained earnings (deficit) are combined and consolidated. 5. Earnings per Share (“EPS”) ● Retroactive adjustments are required when a change in the capital structure occurs through a stock dividend, stock split, or reverse split. Common control transactions are typically accounted for on a carryover basis, the historical EPS is not retroactively adjusted for such stock issuances unless the transaction’s structure meets the criteria for a capital structure change (i.e. a stock dividend or split). ● Only vested shares are included in diluted EPS. 6. Goodwill and Intangible Assets In a common control merger, the Company will not recognize goodwill or intangible assets. 7. Segment Reporting The Company will assess its business operations and determine the requisite segments to recognize. All current and historical periods will be adjusted to reflect these allocations. The Company presents its consolidated financial statements with segments for mobile fuel delivery and energy infrastructure. Common Control Transactions and Equity Adjustments As noted above, on February 13, 2025, the Company executed a common control transaction as defined under ASC 805-50-15-6 through 15-9, Business Combinations – Related Issues. In accordance with ASC 805-50-30-5, the transaction was accounted for using the carryover basis of accounting, whereby the assets and liabilities of the transferred entity were recognized at their historical book values with no new goodwill or gain recognized. Although the common control transaction was effective as of February 13, 2025, certain historical intercompany capital transactions and equity issuances— such as investments in affiliates—were not fully eliminated or reclassified at the transaction date. These amounts continued to reside on the individual ledgers of the respective legal entities as equity instruments or investment balances. In accordance with ASC 805-50-45-2, transactions between entities under common control that are recognized at book value may result in adjustments to equity, typically reflected in APIC. In the future, the Company expects to record permanent equity reclassifications at the individual entity level to eliminate these historical intercompany equity balances. These adjustments will not be processed as temporary consolidation-level eliminations but will instead be reflected directly in APIC to present the economic substance of the transaction consistent with the principles of common control accounting. This approach ensures that the condensed consolidated financial statements do not reflect duplicative equity or investment balances and avoids the continued need for recurring consolidation-level elimination entries. These equity adjustments had no impact on the Company’s consolidated net income, cash flows, or total stockholders’ deficit. The Company may continue to evaluate and adjust legacy intercompany equity positions in future periods as part of its ongoing consolidation process. F- 9 Chief Executive Officer Transition On February 14, 2025, in connection with the closing of the Next Holding acquisition, the Company accepted the resignation of Yehuda Levy as Interim Chief Executive Officer. The Board of Directors subsequently appointed Michael D. Farkas as Chief Executive Officer, Director, and Executive Chairman. Mr. Farkas, previously the Chief Executive Officer of Next Holding, is also the significant controlling stockholder of the Company’s issued and outstanding common stock. Chief Financial Officer Transition On February 14, 2025, in connection with the closing of the Next Holding acquisition, the Company accepted the resignation of Michael Handleman as Chief Financial Officer and appointed Joel Kleiner as his successor. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all of the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2026 and the results of operations and cash flows for the periods presented. The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2025 filed with the SEC on May 11, 2026, as the same may be updated from time to time. Management acknowledges its responsibility for the preparation of the accompanying unaudited condensed consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated financial position and the condensed consolidated results of its operations for the periods presented. Liquidity and Going Concern As reflected in the accompanying unaudited condensed consolidated financial statements, for the six months ended June 30, 2026, the Company had: ● Net loss available to common stockholders of $ 17,611,310 ; and ● Net cash used in operations was $ 4,567,606 . Additionally, at June 30, 2026, the Company had: ● Accumulated deficit of $ 171,465,942 ; ● Stockholders’ deficit of $ 21,322,721 ; and ● Working capital deficit of $ 25,605,123 . The Company anticipates that it will need to raise additional capital immediately in order to continue to fund its operations. The Company has relied on related parties for the debt-based funding of its operations. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its initiatives or attain profitable operations. The Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. The Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including the Company’s ability to successfully expand to new markets, competition, and the need to enter into collaborations with other companies or acquire other companies to enhance or complement its product and service offerings. There can be no assurances that financing will be available on terms which are favorable, or at all. If the Company is unable to raise additional funding to meet its working capital needs in the future, it will be forced to delay, reduce, or cease its operations. We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company had cash on hand of $ 883,696 as of June 30, 2026. The Company has historically incurred significant losses since inception and has not demonstrated an ability to generate sufficient revenues from the sales of its products and services to achieve profitable operations. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the twelve months ending June 30, 2027, and our current capital structure including equity-based instruments and our obligations and debts. F- 10 These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these unaudited condensed consolidated financial statements are issued. The unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Management’s strategic plans include the following: ● Expand into new and existing markets (commercial and residential); ● Obtain additional debt and/or equity-based financing for growth; ● Collaborations with other operating businesses for strategic opportunities; and ● Acquire other businesses to enhance or complement our current business model while accelerating our growth. Note 2 - Summary of Significant Accounting Policies Principles of Consolidation The condensed 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”. In accordance with ASC 810-10, consolidation applies to: ● Entities with more than 50% voting interest, unless control is not with the Company; and ● Variable interest entities, where the Company is the primary beneficiary, possessing both (i) power over significant activities and (ii) the obligation to absorb losses or receive benefits. All intercompany transactions and balances are eliminated in consolidation per ASC 810-10-45. The Company continuously evaluates its investments and relationships to assess consolidation requirements. Business Combinations, Asset Acquisitions, and Reverse Acquisitions The Company accounts for acquisitions in accordance with ASC 805, “Business Combinations,” and applicable SEC reporting requirements under Regulation S-X, Rule 3-05 and Regulation S-K, Items 101 and 303. Transactions qualifying as business combinations are accounted for under the acquisition method, while those classified as asset acquisitions follow the guidance in ASC 805-50. Additionally, the Company evaluates whether a transaction qualifies as a reverse acquisition under ASC 805-40 and applies the appropriate accounting and disclosure requirements. Business Combinations For transactions classified as business combinations, the Company: ● Recognizes and measures identifiable assets acquired, liabilities assumed, and noncontrolling interests at their fair values at the acquisition date (ASC 805-20-25-1). ● Records 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). ● Expenses acquisition-related costs as incurred, per ASC 805-10-25-23. ● Uses 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. Significant judgments in fair value determinations include: ● Intangible asset valuations, based on estimates of future cash flows and discount rates. ● Useful life assessments, impacting amortization and financial results. ● Contingent consideration, which is remeasured at fair value through earnings per ASC 805-30-35-1. For SEC registrants, Regulation S-X, Rule 3-05 may require audited financial statements of the acquired business if the acquisition is significant. The determination of significance follows Rule 1-02(w) of Regulation S-X, which considers investment, asset, and income tests. F- 11 Asset Acquisitions For transactions classified as asset acquisitions under ASC 805-50, the Company: ● Applies 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); ● Allocates the purchase price using a cost accumulation model, assigning costs to acquired assets based on their relative fair values (ASC 805-50-30-3); and ● 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 classification between business combinations and asset acquisitions requires significant judgment, particularly when applying the screen test. Incorrect classification can materially impact: ● The recognition of goodwill (only in business combinations); ● The measurement and presentation of acquired assets and assumed liabilities; and ● The Company’s financial position and results of operations. ● Regulation S-X, Rule 3-05: Requires separate financial statements of the acquired business if it meets significance thresholds under Rule 1-02(w). ● Regulation S-K, Item 101: Requires disclosure of the impact of material acquisitions on the Company’s business operations. ● Regulation 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 . ● Regulation S-X, Article 11: Requires pro forma financial statements if the acquisition is significant. ● Form 8-K, Item 2.01: Immediate reporting requirements for material acquisitions, including reverse mergers. The Company continuously evaluates acquisitions, including reverse acquisitions, to ensure proper classification and compliance with ASC 805, SEC reporting requirements, and regulatory guidance. F- 12 Segment Reporting The Company follows ASC 280, Segment Reporting, which requires public entities to report financial and descriptive information about their reportable operating segments. ASC 280-10-50-1 states that an operating segment is a component of a public entity that: ● Engages in business activities from which it may earn revenues and incur expenses; ● Has operating results that are regularly reviewed by the Company’s chief operating decision maker (“CODM”), which is our Chief Executive Officer, to make decisions about resource allocation and performance assessment; and ● Has discrete financial information available. Under ASC 280-10-50-5, a public entity is required to report separately only those operating segments that meet certain quantitative thresholds. However, as specified in ASC 280-10-50-11, if a company’s business activities are managed as a single operating segment and reviewed on a consolidated basis, the company may report as a single segment. The Company has determined that it operates in two reportable segments, as its CODM reviews the business based on these two distinct business components. Application of ASU 2023-07 – Segment Reporting In October 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which enhances segment disclosures by requiring public entities to disclose significant segment expenses that are regularly provided to the CODM and used in assessing segment performance and resource allocation. The adoption of ASU 2023-07 did not have a material impact on the Company’s condensed consolidated financial statements. Use of Estimates and Assumptions The preparation of financial statements in conformity with U.S. 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. In 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. The Company bases its estimates on historical experience, industry trends, and other relevant factors, incorporating both quantitative and qualitative assessments that it believes are reasonable under the circumstances. Significant estimates for the six months ended June 30, 2026 and the year ended December 31, 2025, respectively, include: ● Allowance for doubtful accounts and other receivables ● Inventory reserves and classifications ● Valuation of loss contingencies ● Valuation of stock-based compensation ● Estimated useful lives of property and equipment ● Impairment of intangible assets ● Implicit interest rate in right-of-use operating leases ● Uncertain tax positions ● Valuation allowance on deferred tax assets F- 13 Risks and Uncertainties The Company operates in a highly competitive industry that is subject to intense market dynamics, shifting consumer demand, and economic fluctuations. The Company’s operations are exposed to significant financial, operational, and strategic risks, including potential business disruptions, supply chain constraints, and liquidity challenges. In accordance with ASC 275, “Risks and Uncertainties,” the Company evaluates and discloses risks that could materially affect its financial condition, results of operations, and business outlook. Key factors contributing to variability in sales and earnings include: 1. Industry Cyclicality (ASC 275-10-50-6) – The Company’s financial performance is affected by industry trends, seasonality, and shifts in market demand. 2. 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. 3. Pricing 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. Given these uncertainties, the Company faces challenges in accurately forecasting financial performance and may experience material risks affecting liquidity, business continuity, and long-term strategic growth. The Company continuously assesses these risks and implements measures to mitigate their potential impact. Fair Value of Financial Instruments The Company accounts for financial instruments in accordance with ASC 820, Fair Value Measurements, which establishes a framework for measuring fair value and requires related disclosures. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the Company’s principal market or, if none exists, the most advantageous market for the asset or liability. Fair Value Hierarchy ASC 820 requires the use of observable inputs whenever available and establishes a three-tier hierarchy for measuring fair value: ● Level 1 – Quoted market prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 – Observable inputs other than quoted prices in active markets, such as quoted prices for similar assets and liabilities or inputs that are directly or indirectly observable. ● Level 3 – Unobservable inputs that require significant judgment, including management assumptions and estimates based on available market data. The classification of an asset or liability within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. Level 3 valuations generally require more judgment and complexity, often involving a combination of cost, market, or income approaches, as well as assumptions about market conditions, pricing, and other factors. Fair Value Determination and Use of External Advisors The Company assesses the fair value of its financial instruments and, where appropriate, may engage external valuation specialists to assist in determining fair value. While management believes that recorded fair values are reasonable, they may not necessarily reflect net realizable values or future fair values. F- 14 Financial Instruments Carried at Historical Cost The Company’s financial instruments—including cash, accounts receivable, accounts payable, and accrued expenses (including related party balances)— are recorded at historical cost. As of June 30, 2026 and December 31, 2025, respectively, the carrying amounts of these instruments approximated their fair values due to their short-term maturities. Fair Value Option Under ASC 825 ASC 825-10, Financial Instruments, permits entities to elect the fair value option for certain financial assets and liabilities. This election is made on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If elected, unrealized gains and losses are recognized in earnings at each reporting date. The Company has not elected the fair value option for any of its outstanding financial instruments. Cash and Cash Equivalents and Concentration of Credit Risk For purposes of the condensed consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At June 30, 2026 and December 31, 2025, respectively, the Company did no t have any cash equivalents. The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $ 250,000 . At June 30, 2026 and December 31, 2025, respectively, the Company did not experience any losses on cash balances in excess of FDIC insured limits. Investments The Company accounts for available-for-sale (“AFS”) debt securities in accordance with FASB ASC 320, Investments—Debt and Equity Securities. These securities are recorded at fair value, with unrealized gains and losses recognized as a component of other comprehensive income unless deemed other-than-temporary, per ASC 320-10-35-1. Recognition of Gains, Losses, and Amortization ● Realized gains and losses, including impairments, are recorded in net income in accordance with ASC 320-10-35-25. ● Cost basis for sales is determined using the first-in, first-out (“FIFO”) method, per ASC 320-10-35-4. ● Premiums and discounts on AFS debt securities are amortized using the straight-line method over the security’s life, in accordance with ASC 320-10-35-10. Impairment Assessment The Company evaluates AFS debt securities for other-than-temporary impairment (“OTTI”) in accordance with ASC 320-10-35-33 to 35. The assessment considers: ● The extent and duration of declines in fair value below amortized cost, ● The financial condition and creditworthiness of the issuer, and ● The Company’s intent and ability to hold the security until recovery. If an OTTI is identified, the impairment loss is recognized in earnings as the difference between the amortized cost and the fair value of the security, per ASC 320-10-35-34. The new fair value becomes the adjusted cost basis, and subsequent recoveries are not recognized in earnings (ASC 320-10-35-35). During the six months ended June 30, 2026 and 2025, respectively, there were no impairments taken. Accounts Receivable The 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). The Company extends credit to customers based on an evaluation of their financial condition and other factors. The Company does not require collateral, and interest is not accrued on overdue accounts receivable (ASC 310-10-45-4). F- 15 Allowance for Doubtful Accounts Management periodically assesses the collectability of accounts receivable and establishes an allowance for doubtful accounts as needed. The allowance is determined based on: ● A review of outstanding accounts; ● Historical collection experience; and ● Current economic conditions (ASC 310-10-35-9). Accounts deemed uncollectible are written off against the allowance when determined to be uncollectible (ASC 310-10-35-10). Applicability of ASC 326 The Company has assessed the applicability of ASC 326, Financial Instruments—Credit Losses, which requires an expected credit loss model for financial assets measured at amortized cost. However, ASC 326 primarily applies to financial institutions and entities with long-term financing receivables. Since the Company’s accounts receivable are short-term trade receivables that do not meet the scope requirements of ASC 326-20-15-2, it continues to apply the incurred loss model under ASC 310 for estimating credit losses. The following is a summary of the Company’s accounts receivable at June 30, 2026 and December 31, 2025: Schedule of Accounts Receivable June 30, December 31, 2026 2025 Accounts receivable $ 2,973,462 $ 2,108,395 Less: allowance for doubtful accounts 60,181 69,181 Accounts receivable - net $ 2,913,281 $ 2,039,214 For the six months ended June 30, 2026 and 2025, bad debt was as follows: Schedule of Bad Debt June 30, June 30, 2026 2025 Bad debt expense $ 5,598 $ 11,264 Bad debt expense is recorded as a component of general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations. Inventory The 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 FIFO method, as required by ASC 330-10-35-1. Inventory Valuation and Reserve Assessment Management assesses the recoverability of inventory each reporting period and establishes reserves for potential inventory write-downs when necessary. The Company evaluates factors such as: ● Market conditions affecting fuel prices; ● Net realizable value based on estimated selling price; and ● Inventory turnover trends (ASC 330-10-35-2). For the six months ended June 30, 2026 and 2025, respectively, the Company did no t record any provisions for inventory obsolescence or impairment. At June 30, 2026 and December 31, 2025, the Company had inventory of $ 756,902 and $ 609,861 , respectively. Concentrations The Company evaluates and discloses significant concentrations of risk in accordance with FASB ASC 275-10, Risks and Uncertainties. These risks may arise from customer concentrations, vendor reliance, geographic dependence, or other economic factors that could materially impact the Company’s financial position, results of operations, and cash flows. A concentration exists when a single customer, supplier, or market accounts for a significant portion (typically greater than 10%) of the Company’s total revenues, accounts receivable, or vendor purchases (ASC 275-10-50-16). Customer and Sales Concentrations The Company’s revenue stream may be dependent on a limited number of key customers. A loss of any significant customer, a decline in demand from such customers, or a deterioration in their financial condition could negatively impact the Company’s future revenues and profitability. F- 16 Accounts Receivable Concentrations The Company extends credit to customers based on their financial strength, payment history, and other relevant factors. A significant concentration of accounts receivable from a limited number of customers could expose the Company to credit risk and potential collection issues. The Company regularly evaluates the creditworthiness of its customers and may require advance payments, letters of credit, or other credit enhancements to mitigate risks. Vendor and Supplier Concentrations The Company relies on a limited number of vendors for certain key materials or services. A disruption in supply, changes in pricing, or financial instability of a major supplier could materially impact the Company’s ability to procure necessary materials, leading to increased costs, delays in production, or operational disruptions. The Company continuously assesses vendor relationships and explores alternative suppliers when necessary to mitigate supply chain risks. Concentration Summary The following table presents customers and vendors that individually accounted for more than 10% of total sales, accounts receivable, or vendor purchases in the comparative periods presented: Schedule of Concentration of Risk Sales Customer 2026 2025 Six Months Ended June 30, Customer 2026 2025 A 55.78 % 47.80 % Total 55.78 % 47.80 % Accounts Receivable Customer 2026 2025 June 30, December 31, Customer 2026 2025 A 0.00 % 22.42 % B 37.46 % 20.17 % C 8.86 % 10.73 % Total 46.32 % 53.32 % Vendor Purchases Vendor 2026 2025 Six Months Ended June 30, Vendor 2026 2025 A 3.19 % 60.10 % B 0.19 % 18.91 % C 0.01 % 11.40 % D 10.96 % 8.89 % Total 14.35 % 99.30 % Concentration risk percentage 14.35 % 99.30 % Management’s Risk Mitigation Strategies To address these risks, the Company implements the following strategies: ● Diversification of Customer Base – Actively seeking new customers to reduce reliance on a small number of key accounts. ● Credit Risk Management – Regularly reviewing customer creditworthiness and adjusting credit terms as necessary. ● Supplier Contingency Planning – Identifying alternative vendors to mitigate the impact of potential supply chain disruptions. The Company continuously monitors these risks and adjusts its business strategies to reduce its exposure to customer, credit, and supplier risks, ensuring financial stability and operational continuity. Property and Equipment Property and equipment are recorded at cost, net of accumulated depreciation, in accordance with ASC 360, “Property, Plant, and Equipment.” Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. F- 17 Repairs and maintenance expenditures that do not materially extend the useful life of an asset are expensed as incurred. Significant improvements or upgrades that increase the asset’s productivity, efficiency, or useful life are capitalized. Upon disposal or sale of property and equipment, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in the statement of operations, in accordance with ASC 360-10-40-5. The Company evaluates the carrying value of property and equipment whenever events or changes in circumstances indicate that the asset may be impaired. If impairment indicators exist, the Company assesses recoverability based on the undiscounted future cash flows expected from the use and disposition of the asset. If the carrying amount exceeds the estimated recoverable amount, an impairment loss is recognized in accordance with ASC 360-10-35-17. Impairment of Long-lived Assets including Internal Use Capitalized Software Costs The Company evaluates the recoverability of long-lived assets, including identifiable intangible assets and internal-use capitalized software costs, in accordance with FASB ASC 360-10-35-15, Impairment or Disposal of Long-Lived Assets. An impairment review is triggered when events or circumstances indicate that the carrying value of an asset group may not be recoverable. Factors considered include, but are not limited to: ● Significant changes in expected performance compared to prior forecasts; ● Changes in asset utilization, including discontinued or modified use; ● Negative industry or economic trends that impact asset value; and ● Strategic shifts in the Company’s business operations (ASC 360-10-35-21). Impairment Assessment Process When impairment indicators exist, the Company performs a recoverability test by comparing the undiscounted future cash flows expected to be generated from the use and ultimate disposition of the asset group to its carrying amount (ASC 360-10-35-17). ● If the undiscounted cash flows exceed the carrying amount, no impairment is recognized. ● If the undiscounted cash flows are less than the carrying amount, an impairment loss is recognized, measured as the excess of the carrying amount over the fair value of the asset (ASC 360-10-35-18). Internal-Use Software Considerations For internal-use capitalized software, impairment is assessed under ASC 350-40-35, which requires evaluation when: ● A software project is abandoned or significantly modified, ● The software is no longer expected to provide substantive economic benefit, or ● The software is expected to be replaced by newer technology. Impairment Results For the six months ended June 30, 2026 and 2025, the Company did not record any impairment losses. Original Issue Discounts (“OIDs”) and Other Debt Discounts The Company accounts for OIDs and other debt discounts in accordance with FASB ASC 835-30, Interest—Imputation of Interest. These discounts are recorded as a reduction of the carrying amount of the related debt and are amortized to interest expense over the term of the debt using the effective interest method, unless the straight-line method is materially similar (ASC 835-30-35-2). OIDs For certain notes issued, the Company may provide the debt holder with an OID, which is recorded as a debt discount, reducing the face value of the note. The discount is amortized to interest expense over the term of the debt in the unaudited condensed consolidated statements of operations. Stock and Other Equity Issued with Debt The Company may issue common stock or other equity instruments in connection with debt issuance. When stock is issued, it is recorded at fair value and treated as a debt discount, reducing the carrying amount of the note. These discounts are amortized to interest expense over the life of the debt (ASC 470-20-25-2). The combined debt discounts, including OID and stock-related discounts, cannot exceed the face amount of the debt (ASU 2020-06). F- 18 Debt Issuance Costs Debt issuance costs, including fees paid to lenders or third parties, are capitalized as a debt discount and amortized to interest expense over the life of the debt in accordance with ASC 835-30-45-1. These costs are presented as a direct deduction from the carrying amount of the debt liability rather than as a separate asset (ASC 835-30-45-3). Right of Use (“ROU”) Assets and Lease Obligations The Company accounts for ROU assets and lease liabilities in accordance with FASB ASC 842, Leases. These amounts reflect the present value of the Company’s estimated future minimum lease payments over the lease term, including any reasonably certain renewal options, discounted using a collateralized incremental borrowing rate (ASC 842-20-30-1). 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 leases primarily consist of operating leases, which are included as ROU assets and operating lease liabilities on the unaudited condensed consolidated balance sheet. Short-Term Leases The 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 not recorded on the balance sheet. Instead, lease payments are expensed on a straight-line basis over the lease term. Lease Term and Renewal Options In determining the lease term, the Company evaluates whether renewal options are reasonably certain to be exercised, as required by ASC 842-10-30-1. Factors considered include: ● The useful life of leasehold improvements relative to the lease term; ● The economic performance of the business at the leased location; ● The comparative cost of renewal rates versus market rates; and ● The presence of any significant economic penalties for non-renewal (ASC 842-10-55-26). 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. Discount Rate and Lease Liability Measurement Since 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). Lease Impairment In accordance with ASC 360-10-35, the Company evaluates ROU assets for impairment indicators whenever events or changes in circumstances suggest the carrying amount may not be recoverable. No impairments of ROU assets were recognized for the three and six months ended June 30, 2026 and 2025, respectively. See Note 7 for details on third-party and related-party operating leases. Revenue Recognition The Company recognizes revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers, as amended by ASU 2014-09. Under ASC 606, revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. F- 19 The Company generates revenue from mobile fuel sales, which can be purchased as a one-time transaction or through a monthly membership. Revenue from fuel sales is recognized at the time of delivery, and membership revenue is recognized at the end of each month, reflecting the satisfaction of the performance obligation over time within a one-month membership cycle. The Company follows the five-step revenue recognition model outlined in ASC 606-10-05-4: 1. Identify the Contract with a Customer A contract exists when the following criteria are met, per ASC 606-10-25-1: ● The contract creates enforceable rights and obligations between the Company and the customer. ● The contract has commercial substance (i.e., it affects the Company’s cash flows). ● The payment terms are identified, and the consideration is determinable. ● It is probable that the Company will collect the consideration in exchange for the goods or services transferred. Contracts for mobile fuel sales and memberships meet these criteria. Collectability is assessed based on historical customer payment trends and credit risk in accordance with ASC 606-10-25-5. 2. Identify the Performance Obligations in the Contract A performance obligation is a distinct good or service promised in the contract that is both capable of being distinct and distinct in the context of the contract, per ASC 606-10-25-19. The Company has determined that its contracts, based on sales type, contain two distinct performance obligations: ● Fuel Sales – The delivery of fuel to a customer, with revenue recognized at the point of delivery. ● Membership 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. These performance obligations are not bundled or combined, as each service is separately identifiable, in accordance with ASC 606-10-25-22. 3. Determine the Transaction Price The transaction price is the amount of consideration the Company expects to receive in exchange for transferring goods or services to the customer, per ASC 606-10-32-2. The Company’s transaction price considerations include: ● Fixed consideration – Prices are clearly stated and do not vary based on performance. ● No variable consideration – The Company does not formally offer refunds, rebates, or pricing incentives. During the six months ended June 30, 2026 and 2025, respectively, the Company granted insignificant discounts of less than 1% of total revenues. ● No financing component – Payments are made upon fuel delivery or at the end of the monthly membership cycle, per ASC 606-10-32-15. F- 20 4. Allocate the Transaction Price to Performance Obligations For contracts with a single performance obligation, the entire transaction price is allocated to that obligation, per ASC 606-10-32-40. If a contract included multiple performance obligations, the transaction price would be allocated based on relative standalone selling prices (“SSP”) as required by ASC 606-10-32-28. The standalone selling price is determined based on observable sales data. The Company’s fuel sales and memberships each have a distinct standalone selling price, eliminating the need for allocation adjustments. 5. Recognize Revenue When (or As) Performance Obligations Are Satisfied Revenue is recognized at the point in time when control over a product or service is transferred to the customer, in accordance with ASC 606-10-25-30. ● Fuel Sales: Control transfers at the time of fuel delivery, at which point revenue is recognized. ● Membership Fees: Revenue is recognized over time within a one-month cycle, as customers receive continuous access to fuel delivery services throughout the month. The Company does not recognize revenue based on customer invoicing dates; instead, it ensures revenue recognition aligns with the actual satisfaction of performance obligations per ASC 606-10-25-31. Principal vs. Agent Considerations In evaluating whether the Company acts as a principal or an agent in its fuel sales transactions, the Company applies the guidance in ASC 606-10-55-36 through 55-40. The Company has determined that it is the principal in these transactions based on the following factors: ● The Company controls the fuel before it is transferred to the customer. ● The Company has discretion in pricing, as it sets the selling price of fuel. ● The Company is responsible for fulfilling the obligation of delivering fuel to the customer. ● The Company is exposed to inventory risk, as it procures and holds fuel before sale. Based on these factors, the Company recognizes revenue on a gross basis, as it is the principal in fuel sales transactions in accordance with ASC 606-10-55-37A. Summary of Compliance with ASC 606 and ASU Updates Revenue Stream Performance Obligation Recognition Timing Consideration Type Fuel Sales Fuel Delivery At time of delivery Fixed price per gallon Membership Fees Monthly access to fuel services Over time (one-month cycle) Fixed monthly subscription F- 21 Contract Liabilities (Deferred Revenue) Contract liabilities represent amounts received from customers before the satisfaction of performance obligations, which are subsequently recognized as revenue upon fulfillment. Under ASC 606-10-45-2, the Company discloses contract balances related to deferred revenue when applicable. Any prepayments received for fuel deliveries or memberships are classified as contract liabilities until revenue recognition criteria are met. As of June 30, 2026 and December 31, 2025, the Company had $ 0 deferred revenue. The following represents the Company’s disaggregation of revenues for the six months ended June 30, 2026 and 2025: Schedule of Disaggregation of Revenue Six Months Ended June 30, 2026 2025 Revenue % of Revenues Revenue % of Revenues Fuel sales $ 47,116,549 96.54 % $ 35,000,884 97.32 % Other 1,690,528 3.46 % 963,357 2.68 % Total Sales $ 48,807,078 100.00 % $ 35,964,241 100.00 % Cost of Sales Cost of sales consists of direct expenses incurred in the delivery of the Company’s products and services. These costs primarily include: ● Fuel Costs – The cost of procuring fuel for resale, including fluctuations in market pricing, supplier agreements, and transportation expenses. ● Driver Wages and Benefits – Compensation, payroll taxes, and employee benefits associated with the Company’s delivery personnel. Cost of sales is recognized in the same period as the related revenue in accordance with FASB ASC 705, Cost of Sales and Services. The Company regularly evaluates its cost structure to ensure efficient fuel procurement and operational cost management. Fuel costs include all costs incurred to acquire fuel, including supporting transportation costs prior to delivery to customers. Fuel costs do not include any depreciation of property and equipment as there are no significant amounts that could be attributed to fuel costs. Accordingly, depreciation and amortization are separately classified in the condensed consolidated statements of operations and are not recorded in cost of sales. Income Taxes The Company accounts for income taxes using the asset and liability method prescribed by FASB ASC 740, Income Taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of differences between the financial reporting and tax bases of assets and liabilities. These amounts are measured using enacted tax rates expected to apply in the periods when temporary differences reverse (ASC 740-10-30-8). The effect of a change in tax rates on deferred tax balances is recognized as income or expense in the period that includes the enactment date (ASC 740-10-45-4). Uncertain Tax Positions The Company evaluates uncertain tax positions in accordance with ASC 740-10-25, which requires that a tax position be recognized in the financial statements only if it is more likely than not (greater than 50% likelihood) to be sustained upon examination by tax authorities. F- 22 As of June 30, 2026 and December 31, 2025, respectively, the Company had no uncertain tax positions that qualified for recognition or disclosure in the financial statements (ASC 740-10-50-15). The Company also recognizes interest and penalties related to uncertain tax positions in other expense in the condensed consolidated statement of operations (ASC 740-10-45-25). No interest and penalties were recorded for the six months ended June 30, 2026 and 2025, respectively. Valuation of Deferred Tax Assets The Company’s deferred tax assets include certain future tax benefits, such as net operating losses (NOLs), tax credits, and deductible temporary differences. Under ASC 740-10-30-5, a valuation allowance is required if it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. The Company reviews the realizability of deferred tax assets on a quarterly basis, or more frequently if circumstances warrant, considering both positive and negative evidence (ASC 740-10-30-16). Factors Considered in Valuation Allowance Assessment The Company evaluates multiple factors in determining whether a valuation allowance is necessary, including: ● Historical earnings trends (cumulative pre-tax income or losses in the most recent three-year period) ● Future financial projections, including expected taxable income based on long-term estimates of business performance and market conditions ● Statutory carryforward periods for net operating losses and other deferred tax assets ● Prudent and feasible tax planning strategies that could impact the realization of deferred tax assets ● Nature 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 risks While cumulative three-year losses are a strong indicator that a valuation allowance may be needed, ASC 740-10-30-23 states that a valuation allowance determination is not solely based on past losses—all available positive and negative evidence must be considered. Valuation Allowance Determination At June 30, 2026 and December 31, 2025, respectively, the Company recorded a full valuation allowance against its deferred tax assets, resulting in a net carrying amount of $ 0 . This determination was based on cumulative losses in recent years and the lack of sufficient positive evidence to support the realization of deferred tax assets in the near term (ASC 740-10-30-24). The Company will continue to evaluate its valuation allowance each reporting period and will recognize deferred tax assets in the future if sufficient positive evidence emerges to support their realization. Advertising Costs Advertising costs are expensed as incurred, in accordance with ASC 720-35, “Advertising Costs.” These costs are recognized as operating expenses in the period in which they are incurred and are classified within general and administrative expenses in the condensed consolidated statements of operations. The Company does not capitalize direct-response advertising costs, as they do not meet the criteria for deferral under ASC 720-35-25-1. F- 23 The Company recognized marketing and advertising costs during the six months ended June 30, 2026 and 2025, respectively as follows: Schedule of Marketing and Advertising Costs 2026 2025 Six Months Ended June 30, 2026 2025 Total Sales and Marketing $ 150,514 $ 236,921 Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation,” using the fair value-based method. Under this guidance, compensation cost is measured at the grant date based on the fair value of the award and is recognized over the requisite service period, typically the vesting period. ASC 718 establishes accounting standards for transactions in which an entity exchanges its equity instruments for goods or services. It also applies to transactions where an entity incurs liabilities based on the fair value of its equity instruments or liabilities that may be settled using equity instruments. In compliance with ASU 2018-07, the Company applies the fair value method for equity instruments granted to both employees and non-employees, aligning non-employee share-based payment accounting with that of employees. The fair value of stock-based compensation is determined as of the grant date or the measurement date (i.e., when the performance obligation is completed) and is recognized over the vesting period in accordance with ASC 718. The Company determines the fair value of stock options using the Black-Scholes option pricing model, considering the following key assumptions: ● Exercise price – The agreed-upon price at which the option can be exercised. ● Expected dividends – The anticipated dividend yield over the expected life of the option. ● Expected volatility – Based on historical stock price fluctuations. ● Risk-free interest rate – Derived from U.S. Treasury securities with similar maturities. ● Expected life of the option – Estimated based on historical exercise patterns and contractual terms. Additionally, the Company follows the guidance under ASU 2016-09, which introduced amendments to simplify certain accounting aspects of share-based compensation, including: ● The treatment of tax benefits and tax deficiencies in income tax reporting. ● The option to recognize forfeitures as they occur rather than estimating them upfront. ● Cash flow classification for certain tax-related transactions. The 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. F- 24 Stock Warrants In connection with certain financing transactions (debt or equity), consulting arrangements, or strategic partnerships, the Company may issue warrants to purchase shares of its common stock. These standalone warrants are not puttable or mandatorily redeemable by the holder and are classified as equity instruments in accordance with ASC 480, “Distinguishing Liabilities from Equity.” The fair value of warrants issued for compensation purposes is measured using the Black-Scholes option pricing model, consistent with the guidance in ASC 718-10-30. However, if warrants meet the definition of derivative liabilities under ASC 815, “Derivatives and Hedging,” fair value is determined using a binomial pricing model or other appropriate valuation techniques, as required by ASC 815-40-15. Accounting Treatment of Warrants ● Warrants issued in conjunction with common stock issuance are initially recorded at fair value as a reduction in Additional Paid-In Capital (APIC), in accordance with ASC 815-40-25. ● Warrants issued for services are recorded at fair value and expensed over the requisite service period or immediately upon issuance if no service period exists, as per ASC 718-10-25. ● Warrants classified as liabilities due to settlement features or pricing adjustments are remeasured at fair value each reporting period, with changes recognized in earnings, following ASC 815-40-35. Basic and Diluted Earnings (Loss) per Share and Reverse Stock Split The Company computes EPS in accordance with ASC 260, “Earnings Per Share.” The calculation of basic EPS follows the two-class method and is determined by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding, including certain other shares committed to be issued. Basic EPS Basic EPS is calculated using the two-class method, as prescribed by ASC 260-10-45-60, and is computed as follows: ● Net earnings available to common shareholders represent net earnings to common shareholders, adjusted for the allocation of earnings to participating securities. ● Losses are not allocated to participating securities in accordance with ASC 260-10-45-61. ● The 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. F- 25 Diluted EPS Diluted EPS is calculated under both the two-class method and the treasury stock method, and the more dilutive result is reported, as required by ASC 260-10-45-45. ● Diluted EPS is computed by taking the sum of: ○ Net earnings available to common shareholders ○ Dividends on preferred shares ○ Dividends on dilutive mandatorily redeemable convertible preferred shares ○ Divided 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: ■ Stock options ■ Warrants ■ Convertible preferred stock ■ Convertible debt ● Preferred 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. Net Loss Per Share Considerations In computing net loss per share, unvested shares of common stock are excluded from the denominator, as required by ASC 260-10-45-48. Participating Securities & Share-Based Compensation Restricted stock and RSUs granted as part of share-based compensation contain nonforfeitable rights to dividends and dividend equivalents, respectively. Therefore: ● Before 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. ● RSUs granted under an executive compensation plan, however, are not considered participating securities because the rights to dividend equivalents are forfeitable (ASC 718-10-25). F- 26 The following potentially dilutive equity securities outstanding for the six months ended June 30, 2026 and 2025, were as follows: Schedule of Dilutive Equity Securities Outstanding June 30, 2026 June 30, 2025 Series A, convertible preferred stock - 1,644,022 Series B, convertible preferred stock 724,638 724,638 Series A, convertible preferred stock - dividends - - Series B, convertible preferred stock - dividends 21,739 - Convertible notes 172,308 - Warrants (vested) 2,726,860 277,282 Total common stock equivalents 3,681,545 2,645,942 Shares of Series A and B, convertible preferred stock, as well as the related dividends on each class of Series A and B convertible, preferred shares are convertible into common stock. See Note 8. Warrants included as common stock equivalents represent those that are fully vested and exercisable. See Note 8. Based on the potential common stock equivalents noted above at June 30, 2026, the Company has sufficient authorized shares of common stock ( 500,000,000 ) to settle any potential exercises of common stock equivalents. Related Parties The Company defines related parties in accordance with ASC 850, “Related Party Disclosures,” and SEC 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 by, or are under common control with the Company. Related parties include, but are not limited to: ● Principal owners of the Company. ● Members of management (including directors, executive officers, and key employees). ● Immediate family members of principal owners and members of management. ● Entities affiliated with principal owners or management through direct or indirect ownership. ● Entities 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. A party is considered related if it has the ability to control or significantly influence the management or operating policies of the Company in a manner that could prevent either party from fully pursuing its own separate economic interests. The Company discloses all material related party transactions, including: ● The nature of the relationship between the parties. ● A description of the transaction(s), including terms and amounts involved. ● Any amounts due to or from related parties as of the reporting date. ● Any other elements necessary for a clear understanding of the transactions’ effects on the financial statements. F- 27 Disclosures 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. ● See Note 1, which discusses the common control merger between the Company and Next Holding, on February 13, 2025. ● See Note 4 for accrued liabilities – related parties. ● See Notes 5 and 12 for a discussion of related party debt. ● See Note 7 regarding right-of-use operating lease with the Company’s former Chief Technology Officer. ● See Note 8 for a discussion of equity transactions with certain officers and directors. Related Party Agreement with Company owned by Avishai Vaknin In 2023, the Company entered into a services agreement with an affiliate of Avishai Vaknin, the Company’s former Chief Technology Officer. Services include overseeing all matters relating to the Company’s technology. The Company agreed to pay $ 10,000 per month and cover other pre-approved expenses. The initial term of the agreement was for one year. All amounts have been paid. In connection with this agreement, the Company issued 130,000 shares of common stock. As of June 30, 2026, all shares have vested. See Note 8 for related vesting of shares and corresponding expense recognition. Recent Accounting Standards Recently Issued Accounting Standards Not Yet Adopted In 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. 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 flows. Other Accounting Standards Updates The FASB has issued various technical corrections and industry-specific updates that are not expected to have a material impact on the Company’s consolidated financial position, results of operations, or cash flows. Reclassifications Certain amounts in the prior year’s financial statements have been reclassified to conform to the current year presentation, including the common control merger. These reclassifications had no impact on the Company’s consolidated results of operations, stockholders’ equity, or cash flows and did not affect previously reported consolidated net income (loss) or financial position. F- 28 Note 3 – Property and Equipment Property and equipment consisted of the following: Schedule of Property and Equipment Estimated Useful June 30, 2026 December 31, 2025 Lives (Years) Vehicles $ 11,566,840 * $ 11,812,831 5 Equipment 304,194 304,192 5 Office furniture 129,474 129,475 5 Office equipment 19,802 15,934 5 Property and equipment, gross 12,020,310 12,262,432 Accumulated depreciation ( 6,613,454 ) ( 5,428,514 ) Total property and equipment - net $ 5,406,856 $ 6,833,918 Asset Purchase – Vehicles - Shell * In 2024, the Company executed an asset purchase agreement with Shell Retail and Convenience Operations, d/b/a Shell TapUp and d/b/a Instafuel (“Shell”) to purchase 73 vehicles ($ 5,139,877 ) and above ground storage tanks ($ 80,000 ) as part of a growth and expansion plan, for a total purchase price of $ 5,219,877 . The Company began its Shell related operations in January 2025, and at that time placed these assets into service. These vehicles have a useful life of five years. Deposit on Future Asset Purchase - Yoshi In 2024, the Company executed an asset purchase agreement with Yoshi, Inc. In connection with this transaction, in February 2025 the Company acquired various vehicles as part of a growth and expansion plan. The Company has access to and utilizes these vehicles for mobile fueling as part of its ongoing operations. Since the transaction did not close until February 2025, the payments made/due as of December 31, 2024, have been classified as a component of deposit on future asset purchase totaling $ 2,035,283 . In 2025, $ 1,229,000 of this amount was reclassified to vehicles, and the remaining value was expensed. Depreciation and amortization expense for the six months ended June 30, 2026 and 2025, was $ 1,406,455 and $ 1,289,088 , respectively, which was reported on the condensed consolidated statement of operations under depreciation and amortization . During the three months ended June 30, 2026, the Company sold a vehicle for proceeds of $ 57,875 . The Company recognized a gain of $ 37,169 on the sale, calculated as proceeds of $ 57,875 less the vehicle’s net book value of $ 20,706 . F- 29 Note 4 – Accounts Payable and Accrued Liabilities including Related Parties Accounts payable and accrued liabilities were as follows at June 30, 2026 and December 31, 2025, respectively: Schedule of Accounts Payable and Accrued Liabilities June 30, 2026 December 31, 2025 Accounts payable and accrued liabilities - non-related parties $ 6,276,496 $ 4,058,798 Accrued liabilities - related parties 743,657 660,497 Accrued interest payable - related parties 2,284,486 1,308,060 Total accounts payable and accrued liabilities $ 9,304,639 $ 6,027,355 Note 5 – Debt The following represents a summary of the Company’s debt (notes payable – related parties and third party debt for notes payable) including those owed on vehicles, including key terms, and outstanding balances at June 30, 2026 and December 31, 2025, respectively. Notes Payable – Related Parties The following is a summary of the Company’s notes payable – related parties at June 30, 2026 and December 31, 2025: Summary of Notes Payable Balance - December 31, 2025 11,629,847 Advances - Debt discount - Amortization of debt discount 34,748 Stock conversion ( 100,360 ) Repayments ( 915,507 ) Balance – June 30, 2026 $ 10,648,727 The following is a detail of the Company’s advances payable – related parties terms and history of each advance at June 30, 2026 and December 31, 2025: Schedule of Advances Payable Related Parties Debt Holder Issue Date Maturity Date Interest Rate Collateral June 30, 2026 December 31, 2025 Chief Executive Officer/>50% control person Various Due on demand 10 % - 18 % Unsecured $ 10,749,087 $ 11,629,847 F- 30 During the six months ended June 30, 2026, the Company extinguished its obligations under a promissory note dated March 7, 2024 issued in favor of Michael D. Farkas, the Company’s Chief Executive Officer, Chairman of the Board of Directors and a significant stockholder (the “2024 Note”). Pursuant to a Stock Purchase Agreement dated June 16, 2026, the Company agreed to issue 260,000 shares of common stock at $ 0.386 per share, for an aggregate value of $ 100,360 , and, in lieu of cash payment for the shares, Mr. Farkas cancelled the $ 100,360 outstanding under the 2024 Note. The $ 100,360 obligation was reclassified from notes payable – related parties to stock payable – related parties as of June 30, 2026 pending issuance of the shares, and the 2024 Note was terminated. Notes Payable The following represents the terms and balances of the Company’s notes payable June 30, 2026 and December 31, 2025, respectively: Schedule of Terms of Notes Payable December 31, 2025 Face Amount of Note Debt Discount Amortization of Debt Discount Conversion to Common Stock Repayments June 30, 2026 Six Months Ended June 30, 2026 Face Amortization Conversion to Common December 31, 2025 Amount of Note Debt Discount of Debt Discount Stock or Settlement Repayments June 30, 2026 Loan #16 1,600,858 - - - - ( 1,600,858 ) - Loan #20 1,514,200 - - - - ( 280,000 ) 1,234,200 Loan #28 5,000,100 - - - - - 5,000,100 Loan #29 71,583 - - - - ( 38,898 ) 32,685 Loan #30 369,971 - - 55,029 ( 152,851 ) ( 272,149 ) - Loan #31 369,971 - - 55,029 ( 156,312 ) ( 268,688 ) - Loan #32 1,234,711 - - 140,289 ( 1,375,000 ) - - Loan #37 200,200 - - - - - 200,200 Loan #40 91,000 - - - - - 91,000 Loan #41 - 2,772,000 ( 777,035 ) 518,023 - ( 1,848,000 ) 664,988 Loan #42 - 1,450,000 ( 520,000 ) 151,668 - ( 410,083 ) 671,585 Loan #43 - 1,050,000 ( 337,500 ) 154,688 - ( 431,250 ) 435,938 Loan #44 - 302,500 ( 52,500 ) 52,500 - ( 302,500 ) - Loan #45 - 302,500 ( 52,500 ) 52,500 - ( 302,500 ) - Loan #46 - 1,810,666 ( 273,666 ) 273,666 - ( 1,810,666 ) - Loan #47 - 1,499,900 ( 559,900 ) - - - 940,000 Total 10,452,594 $ 9,187,566 $ ( 2,573,101 ) $ 1,453,392 $ ( 1,684,163 ) $ ( 7,565,592 ) $ 9,270,696 December 31, 2024 Face Amount of Note Debt Discount Amortization of Debt Discount Conversion to Common Stock Repayments December 31, 2025 Year Ended December 31, 2025 Face Amortization Conversion December 31, Amount Debt of Debt to Common December 31, 2024 of Note Discount Discount Stock Repayments 2025 Loan #2 129,311 - - 9,524 - ( 138,835 ) $ - Loan #3 600,000 - - - - ( 600,000 ) - Loan #4 250,000 - - - - ( 250,000 ) - Loan #5 2,097,288 - - 402,712 - ( 2,500,000 ) - Loan #6 977,658 - - 342,342 - ( 1,320,000 ) - Loan #7 - 3,217,700 ( 986,735 ) 839,965 - ( 3,070,930 ) - Loan #8 977,692 - - 342,308 - ( 1,320,000 ) - Loan #9 - 3,825,070 ( 986,735 ) 986,665 ( 2,075,000 ) ( 1,750,000 ) - Loan #10 485,962 - - 174,038 - ( 660,000 ) - Loan #12 - 1,000,000 ( 165,000 ) 165,000 - ( 1,000,000 ) - Loan #13 - 699,500 ( 214,895 ) 210,095 - ( 694,700 ) - Loan #16 1,404,644 - - 650,571 - ( 454,357 ) 1,600,858 Loan #17 628,703 70,720 - 252,577 ( 770,000 ) ( 182,000 ) - Loan #20 1,409,321 - - 663,879 - ( 559,000 ) 1,514,200 Loan #22 737,468 - - 12,532 - ( 750,000 ) - Loan #23 983,291 - - 16,709 - ( 1,000,000 ) - Loan #24 2,458,227 - - 41,773 - ( 2,500,000 ) - Loan #25 737,468 - - 12,532 - ( 750,000 ) - Loan #26 1,200,000 - - - - ( 1,200,000 ) - Loan #28 5,000,100 - - - - - 5,000,100 Loan #29 351,753 - - - - ( 280,170 ) 71,583 Loan #30 - 1,500,000 ( 75,000 ) 19,971 - ( 1,075,000 ) 369,971 Loan #31 - 1,500,000 ( 75,000 ) 19,971 - ( 1,075,000 ) 369,971 Loan #32 - 2,000,000 ( 307,295 ) 167,006 - ( 625,000 ) 1,234,711 Loan #33 - 2,950,000 ( 1,369,078 ) 1,369,078 ( 2,950,000 ) - - Loan #34 - 295,000 ( 91,908 ) 91,908 ( 295,000 ) - - Loan #35 - 1,475,000 ( 628,264 ) 628,264 ( 1,475,000 ) - - Loan #36 - 1,475,000 ( 593,516 ) 593,516 ( 1,475,000 ) - - Loan #37 - 2,950,000 ( 1,264,417 ) 1,264,417 ( 2,749,800 ) - 200,200 Loan #38 - 147,500 ( 40,326 ) 40,326 ( 147,500 ) - - Loan #39 - 147,500 ( 47,009 ) 47,009 ( 147,500 ) - - Loan #40 - 295,000 ( 81,442 ) 81,442 ( 204,000 ) - 91,000 Total $ 20,428,886 $ 23,547,990 $ ( 6,926,620 ) $ 9,446,130 $ ( 12,288,800 ) $ ( 23,754,992 ) $ 10,452,594 F- 31 Loans #16, #20, #30-31 and #41-47 represent merchant cash advance (“MCA”) agreements entered into by the Company. Under these arrangements, the Company receives a specified gross advance amount, net of origination fees, discounts, and other transaction costs, in exchange for a fixed repayment obligation that typically exceeds the net funds received. Repayment terms generally range from 21 to 78 weeks and are structured as daily or weekly fixed remittances. The Company accounts for these arrangements as debt in accordance with ASC 470, recognizing the full repayment obligation as a liability, with related issuance costs amortized over the term of the loan. To manage liquidity and meet near-term obligations, the Company has, in several instances, refinanced existing MCA loans by entering into new MCA agreements with the same or alternative lenders. These refinancing arrangements often involve: ● Using the proceeds of a new advance to pay off the remaining balance of a prior loan, including any unpaid fees or penalties; ● Rolling multiple MCA balances into a single new obligation; or ● Structuring overlapping repayment terms, which may temporarily reduce daily outflows but increase aggregate repayment obligations. While refinancing may provide short-term liquidity relief, it often results in higher cumulative borrowing costs due to upfront fees and the compounding effect of new obligations. These refinancings are typically executed close to the maturity of the original MCA or earlier if cash flow pressures arise. The Company utilizes MCA financing primarily to support working capital and general operations. Given the short-term nature, fee structure, and recurring refinancing activity, these MCA obligations are classified as short-term debt. The Company continuously evaluates its funding options to manage cash flow and covenant compliance under these agreements. Loan 16, an outstanding merchant cash advance obligation with a balance of $ 1,600,858 as of December 31, 2025, was repaid in full during the six months ended June 30, 2026, for a total payoff amount of $ 1,600,858 . As a result, the Company’s obligations under this facility have been satisfied and any related security interest has been released. During the six months ended June 30, 2026, we received confirmation from the lender that amounts previously recorded as interest and fees on Loans #30 and 31 had instead been applied to reduce the outstanding principal balance. As a result, we adjusted the carrying balance of these loans to $ 0 on the balance sheet. Loan #28 In December 2024, the Company executed a loan for $ 5,000,100 with Cohen Global Energy, LLC. Cohen Global Energy is an unrelated third party that holds 50 % of Next/Ingle Holdings, LLC. The Company owns the other 50 % of Next/Ingle Holdings, LLC. Notwithstanding the split of ownership, the Company retains unilateral governing control over the entity, as outlined in the executed operating agreement. Next/Ingle Holdings LLC is a controlled holding company which has been consolidated into the Company, and shows a non-controlling interest for the 50 % not owned. The loan was due March 31, 2025. On June 26, 2025, the note was extended until September 1, 2025. On September 1, 2025 the note was extended until October 1, 2025. On October 1, 2025, the note was extended to November 1, 2025. In consideration of the aforementioned extensions, the Co mpany paid Cohen Global Energy, LLC $ 60,000 a month, for a total of $ 420,000 , in the year ended December 31, 2025. The Company is currently negotiating an additional extension of the due date, and as of the date of this filing the note is in default. This note held no issuance discount or interest rate. Loan #32 In July 2025, the Company entered into an unsecured note bearing interest at a rate of 18 % per annum with a principal amount of $ 2,000,000 and a contractual term of 12 months. The note was issued with an OID of $ 100,000 , resulting in net cash proceeds of $ 1,900,000 at inception. The Company also issued 126,373 shares of common stock with the note, and the Company accounted for the issuance of the shares and the note using the relative fair value method. The total relative fair value was allocated as follows: $ 1,892,705 to the debt instrument ( 90 %) and $ 207,295 to the shares of stock ( 10 %), resulting in the recording of an additional $ 207,295 in debt discount. The Company is required to make monthly payments in the amount of $ 100,000 . During the six months ended June 30, 2026, the Company converted the remaining balance of $ 1,375,000 into shares of common stock, extinguishing the note in full, and amortized $ 140,289 in debt discount through the conversion date. As of June 30, 2026, no balance remained outstanding under this note. Loan #37 In November 2025, the Company entered into a secured convertible note pursuant to a Securities Purchase Agreement in the principal amount of $ 2,950,000 . The note was issued at an 18 % original issue discount, resulting in gross proceeds of $ 2,500,000 . F- 32 The note bears no stated interest and matures 12 months from issuance. It is convertible into shares of the Company’s common stock at a fixed conversion price of $ 1.69 per share. The noteholder was also issued a warrant to purchase 750,000 shares of common stock at an exercise price of $ 5.00 per share. The Company accounted for the issuance of the warrants and the note using the relative fair value method. The total relative fair value was allocated as of December 31, 2025 as follows: $ 2,135,583 to the debt instrument ( 72 %) and $ 814,417 to the warrants ( 28 %), resulting in the recording of an additional $ 814,417 in debt discount. As of June 30, 2026, there was a $ 200,200 remaining balance on this note. Loan #40 In conjunction with Loan #37, the Company issued a note in the principal amount of $ 295,000 and warrants to purchase 75,000 shares of common stock at an exercise price of $ 5.00 as a due diligence fee. The note bears no stated interest and matures 12 months from issuance. It is convertible into shares of the Company’s common stock at a fixed conversion price of $ 1.69 per share. The Company accounted for the issuance of the warrants and the note using the relative fair value method. The total relative fair value was allocated as of December 31, 2025 as follows: $ 213,558 to the debt instrument ( 72 %) and $ 81,442 to the warrants ( 28 %), resulting in the recording of $ 81,442 in debt discount. As of June 30, 2026, there was a $ 91,000 remaining balance on this note. Loan #41 On March 9, 2026, the Company entered into a Future Receivables Sale and Purchase Agreement (the “Receivables Agreement”), dated as of March 5, 2026, with a third-party funder (the “Purchaser”), pursuant to which the Company agreed to sell 6.87% of its future receipts until a purchased amount of $2,772,000 has been remitted to the Purchaser. The Company received $ 2,100,000 , less fees of $ 105,035 , and agreed to deliver $ 231,000 on a biweekly basis. The Company’s obligations are secured by a first-priority lien on substantially all of the Company’s accounts, accounts receivable and inventory. Consistent with the Company’s other merchant cash advance arrangements, the Company accounts for the Receivables Agreement as debt in accordance with ASC 470, recording the $ 2,772,000 repayment obligation net of a $ 777,035 debt discount that is amortized to interest expense over the term. Upon the occurrence of an event of default, the entire unpaid portion of the purchased amount becomes immediately due and bears simple interest at 9 % per annum until paid in full. Michael D. Farkas, the Company’s Chief Executive Officer, Chairman of the Board of Directors and a significant stockholder, personally guaranteed the Company’s obligations under the Receivables Agreement. As of June 30, 2026, the outstanding balance was $ 664,988 . Notes Payable – Vehicles (Loan # 29) The following is a summary of the Company’s notes payable for its vehicles at June 30, 2026 and December 31, 2025, respectively: Summary of Notes Payable - Vehicles Balance - December 31, 2025 71,583 Repayments ( 38,898 ) Balance - June 30, 2026 32,685 The following is a detail of the Company’s notes payable for its vehicles at June 30, 2026 and December 31, 2025, respectively: Schedule of Detailed Company’s Notes Payable Notes Payable - Vehicles Default Interest Interest June 30, December 31, Issue Date Maturity Date Rate Rate Collateral 2026 2025 January 15, 2021 November 15, 2025 11.00 % N/A This vehicle $ - $ 98 June 1, 2022 May 23, 2026 0.90 % N/A This vehicle - 4,181 June 1, 2022 May 23, 2026 0.90 % N/A This vehicle - 4,181 April 27, 2022 May 10, 2027 9.05 % N/A This vehicle 32,685 48,707 April 27, 2022 May 1, 2026 8.50 % N/A This vehicle - 14,417 32,685 71,584 Less: current portion - 32,685 - 40,326 Long term portion $ - $ 31,258 F- 33 Debt Maturities The following represents future maturities of the Company’s various debt arrangements as follows: Schedule of Maturities of Long Term Debt Vehicle Notes For the Year Ending December 31, Payable 2026 (remaining 6 months) $ 16,761 2027 15,924 Total $ 32,685 Note 6 – Fair Value of Financial Instruments The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made. The Company did no t have any assets or liabilities measured at fair value on a recurring basis at June 30, 2026 and December 31, 2025, respectively. Note 7 – Commitments and Contingencies Operating Leases The Company accounts for leases in accordance with ASC 842: Leases, which requires lessees to apply the right-of-use (ROU) model by recognizing a right-of-use asset and a lease liability for all leases with terms exceeding 12 months. Lease classification determines the pattern of expense recognition in the condensed consolidated statement of operations: ● Operating leases: Recognized on a straight-line basis as lease expense over the lease term. ● Finance leases: Recognized with amortization of the ROU asset and interest expense on the lease liability. Lessors classify leases as sales-type, direct financing, or operating leases based on whether they transfer risks, rewards, and control of the asset (ASC 842-10-25-2): ● If all risks, rewards, and control transfer, the lease is treated as a sale (sales-type lease). ● If risks and rewards transfer but control does not, the lease is classified as financing. ● If neither risks, rewards, nor control transfer, it is classified as an operating lease. Lease Recognition and Measurement The Company evaluates whether an arrangement contains a lease at inception and recognizes the lease in the financial statements upon lease commencement (the date the underlying asset is available for use). ROU assets represent the Company’s right to use an asset over the lease term, while lease liabilities reflect the present value of future lease payments. At lease commencement: ● ROU assets and lease liabilities are initially measured at the present value of lease payments. ● The Company primarily uses its incremental borrowing rate (IBR) to determine the present value of lease payments, except when an implicit rate is readily determinable (ASC 842-20-30-3). ● The IBR is based on market data, adjusted for credit risk and lease term. F- 34 Practical Expedients and Lease Components The Company applies certain practical expedients to simplify lease accounting: ● Lease and non-lease components are combined for classification and measurement, except for direct sales-type leases and production equipment embedded in supply agreements (ASC 842-10-15-37). ● Short-term leases (12 months or less, without purchase or renewal options) are not recorded on the balance sheet (ASC 842-20-25-2). ● Lease liabilities include options to extend or terminate when reasonably certain of exercise (ASC 842-10-55-26). ● Operating lease expense is recognized on a straight-line basis over the lease term and reported under general and administrative expenses. ● Variable lease payments based on an index/rate are initially measured using the rate at lease commencement, with differences expensed as incurred (ASC 842-10-30-5). No other leases were added or terminated during the six months ended June 30, 2026. On December 3, 2021, the Company entered into a lease agreement for 5,778 square feet of office space, commencing January 1, 2022. ● Lease term: 39 months ● Total monthly payment: $ 21,773 (including base rent, estimated operating expenses, and sales tax) ● Base rent: $ 14,743 (subject to a 3% annual increase); abated in months 1, 13, and 25 ● Initial ROU asset recognized: $ 735,197 (non-cash asset addition) The tables below present information regarding the Company’s operating lease assets and liabilities at June 30, 2026 and December 31, 2025, respectively: Schedule of Operating Lease Assets and Liabilities June 30, 2026 December 31, 2025 Assets Operating lease - ROU asset - non-current $ 486,166 608,170 Liabilities Operating lease liability $ 492,058 611,316 Weighted-average remaining lease term (years) 2.11 2.49 Weighted-average discount rate 8.00 % 8.00 % The components of lease expense were as follows: Schedule of Components of Lease Expense Six months ended June 30, 2026 Six months ended June 30,2025 Operating lease costs Amortization of ROU operating lease asset $ 66,804 $ 200,078 Lease liability expense in connection with obligation repayment 65,829 4,831 Total operating lease costs $ 132,633 $ 204,909 Supplemental cash flow information related to operating leases was as follows: Operating cash outflows from operating lease (obligation payment) $ 65,829 $ 63,944 ROU asset obtained in exchange for new operating lease liability $ - $ - F- 35 Future minimum lease payments under non-cancellable leases for the years ending December 31, were as follows: Schedule of Future Minimum Payments Under Non-Cancellable Leases 2026 (remaining 6 months) $ 113,895 2027 247,481 2028 355,575 Total undiscounted cash flows 736,951 Less: amount representing interest ( 244,893 ) Present value of operating lease liability 492,058 Less: current portion of operating lease liability 241,118 Long-term operating lease liability $ 250,940 Operating Leases – Related Party On August 1, 2023, the Company entered into a 48-month lease agreement for 1,200 square feet of office space owned by the Company’s former Chief Technology Officer . ● Total Monthly Payment: $ 6,955 (inclusive of base rent, estimated operating expenses, and sales tax). ● Annual Increase: The lease is subject to a 3% annual escalation. ● Initial ROU Asset: The Company recognized a non-cash ROU asset addition of $ 316,557 in accordance with ASC 842: Leases. ROU Asset - Lease Termination – Related Party On October 1, 2024, the existing lease was terminated with no additional consideration paid for early termination. Additionally, no penalties were incurred. For financial accounting purposes, the transaction was insignificant. New ROU Asset – Related Party On October 1, 2024, the Company signed a lease for 3,500 square feet of office space owned by the Company’s former Chief Technology Officer. The lease term is 36 months, and the total monthly payment is $ 10,300 , including base rent, estimated operating expenses and sales tax. The lease is subject to a 3 % annual increase. An initial ROU asset of $ 340,368 will be recognized as a non-cash asset addition. F- 36 Future minimum lease payments under non-cancellable leases for the years ending December 31, were as follows: Schedule of Future Minimum Payments Under Non-Cancellable Leases 2026 (remaining 6 months) $ 64,609 2027 98,345 2028 - Total undiscounted cash flows 162,954 Less: amount representing interest ( 7,437 ) Present value of operating lease liability 155,517 Less: current portion of operating lease liability 122,963 Long-term operating lease liability $ 32,554 Finance Leases – Sale-Leaseback In 2025, the Company entered into a sale-leaseback arrangement with Equify Financial, LLC pursuant to Master Lease Agreement No. 17348L dated May 29, 2025. Under the arrangement, the Company sold a fleet of fuel delivery trucks previously owned by the Company to Equify Titling Trust LTD and simultaneously leased the trucks back from Equify Financial, LLC under four equipment lease schedules executed between May and October 2025. The aggregate sale price across all four tranches was approximately $ 3,941,280 . Each lease schedule is structured as a Terminal Rental Adjustment Clause (TRAC) lease and has been classified as a finance lease under ASC 842, resulting in the transaction being accounted for as a failed sale-leaseback. Accordingly, the trucks remain on the Company’s balance sheet and the sale proceeds are reflected as a financing obligation. Each lease schedule carries a 36-month non-cancellable term, with monthly payments ranging from $ 25,515 to $ 35,685 . The Company’s payment obligations are absolute and unconditional, with no right of setoff, abatement, or early termination. At the expiration of each lease term, the Company has the option to purchase the equipment at the TRAC Amount, which represents the parties’ agreed estimate of fair market value at end of term, or to return the equipment, in which case a rent adjustment is made based on the difference between realized sale proceeds and the TRAC Amount. The leases are governed by the laws of the State of Texas. The right-of-use assets associated with these finance leases are included within transportation equipment on the balance sheet and are depreciated on a straight-line basis over a five-year useful life from each respective commencement date. Interest on the finance lease obligations is recognized using the effective interest method at the rate implicit in each lease. The following table summarizes the key terms of each finance lease schedule as of June 30, 2026: Summarizes Finance Lease Schedule Commencement Date Financed Cost Monthly Payment TRAC Residual Remaining Term 001 May 29, 2025 $ 899,640 $ 27,790 $ 179,928 29 months 002 August 4, 2025 $ 1,164,600 $ 35,685 $ 232,920 32 months 003 August 29, 2025 $ 838,080 $ 25,515 $ 167,616 32 months 004 October 13, 2025 $ 1,038,960 $ 31,700 $ 207,792 34 months F- 37 For the six months ended June 30, 2026, the Company recognized depreciation expense of approximately $ 623,814 and interest expense of approximately $ 268,678 related to these finance lease obligations. As of June 30, 2026, the aggregate finance lease liability is $ 3,121,944 , with $ 1,030,525 presented within current liabilities and $ 2,091,419 presented within long-term liabilities on the balance sheet. Contingencies – Legal Matters NEXT/INGLE HOLDINGS, LLC, a Delaware limited liability company, and NEXT NRG OPS, LLC, f/k/a NEXTNRG, LLC, a Delaware limited liability company v. GSPP HOLDCO III, LLC, a New York limited liability company and GREEN STREET POWER PARTNERS, LLC, a New York limited liability company, currently pending in the United States District Court Southern District of New York, Case No. 1:25-cv-9836 This litigation was filed by the Company’s subsidiary NEXT/INGLE HOLDINGS, LLC (“Next/Ingle”) and NEXT NRG OPS, LLC, f/k/a NEXTNRG, LLC (together with Next/Ingle, the “Next Plaintiffs”), alleging that the Next Plaintiffs purchased 100% of a project company from Green Street Power Partners, LLC (“GSPP”) and its affiliate for approximately $ 4.1 million to acquire the development rights for a solar and battery energy storage project located in Ingle, Florida. The transaction was premised on the understanding that the project would support a viable power purchase agreement with JEA, the community-owned electric utility serving Jacksonville, Florida (“JEA”), at a rate of approximately $49/MW, and that the project could connect to JEA’s infrastructure through existing easements for a “gen-tie” line. The Next Plaintiffs allege that defendants made and repeated these representations in the parties’ Letter of Intent (“LOI”) and Membership Interest Purchase Agreement (“MIPA”), while contractually restricting the Next Plaintiffs from contacting JEA directly and agreeing to keep the Next Plaintiffs updated regarding communications with JEA. The Next Plaintiffs further allege that defendants failed to disclose that, prior to closing, JEA had informed defendants that the proposed $49/MW pricing would not be acceptable, that JEA would not permit the project to utilize its easements for the proposed gen-tie line, and that new resource planning was underway, all of which allegedly undermined the feasibility and value of the project. According to the Next Plaintiffs, these facts were discovered only after closing when the Next Plaintiffs contacted JEA directly. The Next Plaintiffs thereafter demanded indemnification and reimbursement, which defendants allegedly refused, and the Next Plaintiffs commenced this action asserting claims for breach of the LOI, breach of the MIPA, fraud in the inducement, breach of the implied covenant of good faith and fair dealing, negligent misrepresentation, unjust enrichment, breach of fiduciary duty, and rescission, seeking damages including the return of the approximately $ 4.1 million paid, together with attorneys’ fees, interest, and punitive damages. This matter is currently in its early stages and the pleadings have not yet closed. Defendants have filed a Motion to Dismiss, which has been fully briefed. Oral arguments were held April 9, 2026 and we are awaiting the judge’s decision. The Next Plaintiffs intend to vigorously prosecute the action and will also consider a negotiated resolution to the extent any settlement reasonably compensates the Next Plaintiffs for the losses alleged to have been caused by defendants’ conduct. In the Complaint, the Next Plaintiffs seek damages of approximately $ 4.1 million, although the amount of damages claimed may fluctuate depending upon the evidence developed during discovery and any expert analysis relating thereto. Discovery has not yet commenced, and expert analysis concerning the nature and extent of the damages alleged in the Complaint has not yet been undertaken. Any estimate of potential damages will be further developed during the discovery process and with the assistance of qualified experts. COHEN GLOBAL ENERGY LLC, a Delaware limited liability company v. NEXT/INGLE HOLDINGS LLC, Delaware limited liability company, and MICHAEL D. FARKAS, individually, currently pending in the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida, Case Number 2025-024817-CA-01 This litigation alleges that on December 16, 2024, Next/Ingle executed a $ 5,000,000 promissory note in favor of the plaintiff lender, with repayment due by March 31, 2025 or upon receipt of project financing, and the borrower’s obligations were personally guaranteed by the guarantor, the Company’s CEO Michael D. Farkas, under an unconditional guaranty. Plaintiff filed suit asserting claims for breach of the promissory note against the borrower and breach of the guaranty against the guarantor. This matter is currently in its early stages. Next/Ingle has filed an Answer and Affirmative Defenses, and the pleadings are now closed. Among other defenses, Next/Ingle asserts that the loan underlying the action may be invalid due to alleged criminal usury. The parties have also begun engaging in informal settlement discussions. Next/Ingle intends to vigorously pursue its asserted defenses and any potential recovery arising therefrom, but it remains too early in the proceedings to meaningfully evaluate the ultimate outcome of the matter. Discovery has not yet commenced and expert analysis concerning the nature and extent of any potential damages has not yet been undertaken. Accordingly, any estimate of potential damages or exposure may fluctuate depending upon the evidence developed during discovery and any expert analysis relating thereto. In addition, from time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and adverse results in matters may arise from time to time that may harm our business. As of the date of this Quarterly Report, we believe that there are no other claims against us which we believe will result in a material adverse effect on our business or financial condition. F- 38 Note 8 – Stockholders’ Deficit As of June 30, 2026, pursuant to the Company’s amended and restated certificate of incorporation, as amended, there were 505,000,000 shares of capital stock authorized, of which 500,000,000 shares were common stock, and 5,000,000 shares were preferred stock. The Board of Directors has the authority to issue preferred stock in one or more series and determine the rights, privileges, and restrictions of each series without further stockholder approval. Series A Convertible Preferred Stock On August 16, 2024, the Company designated and issued Series A convertible preferred stock as part of a debt-to-equity conversion. ● Authorized Shares: 513,000 ● Issued & Outstanding: 0 shares as of June 30, 2026 and 280,000 shares as of December 31, 2025. These shares were converted to common stock. ● Par Value: $ 0.0001 per share ● Stated Value: $ 10 per share F- 39 ● Conversion Terms: ○ Fixed conversion rate: 4.53 shares of common stock per Series A convertible preferred stock ○ Conversion price: ■ Calculated as $10 per share ÷ 80% of the minimum trading price at issuance ($2.21 per share) ■ Results in a fixed number of common shares per preferred share ○ Total equivalent common shares at June 30, 2026 and December 31, 2025 were 0 and 1,266,968 respectively ○ No variable number of shares are required for settlement ● Dividend Provisions: ○ Rate: 10% per year (2.5% per quarter), accrued and payable in common stock ○ Calculation: ■ Shares issued × Stated value × Dividend percentage ÷ Fixed conversion price ($2.21/share) ○ No potential dilution beyond the fixed conversion amount ● Voting Rights: Equal to the number of converted common shares ● Liquidation Preference: None ● Redemption Rights: None ● Derivative Liability Assessment: ○ Evaluated under ASC 815 (“Derivatives and Hedging”) ○ The Series A convertible preferred stock does not meet the definition of a derivative liability since its conversion feature is fixed and does not require a variable number of settlement shares. During the six months ended June 30, 2026, the Company issued 1,266,968 shares for the conversion of 280,000 shares of Series A convertible preferred shares. As of June 30, 2026, there were no Series A convertible preferred shares remaining outstanding. Series B Convertible Preferred Stock On August 16, 2024, the Company designated and issued Series B convertible preferred stock as part of a structured financing transaction. ● Authorized Shares: 150,000 ● Issued & Outstanding: 140,000 shares as of June 30, 2026 and December 31, 2025, respectively ● Par Value: $ 0.0001 per share ● Stated Value: $ 10 per share F- 40 ● Conversion Terms: ○ Fixed conversion rate: 5.18 shares of common stock per Series B convertible preferred stock ○ Conversion price: ■ Calculated as $10 per share ÷ 70% of the minimum trading price at issuance ($1.93 per share) ■ Results in a fixed number of common shares per preferred share ○ Total equivalent common shares at June 30, 2026 and December 31, 2025 were 724,638 and 724,638 , respectively ○ No variable number of shares are required for settlement ● Dividend Provisions: ○ Rate: 12% per year (3% per quarter), accrued and payable in common stock ○ Calculation: ■ Shares issued × Stated value × Dividend percentage ÷ Fixed conversion price ($1.93/share) ○ No potential dilution beyond the fixed conversion amount ● Voting Rights: Equal to the number of converted common shares ● Liquidation Preference: None ● Redemption Rights: None ● Derivative Liability Assessment: ○ Evaluated under ASC 815 ○ The Series B convertible preferred stock does not meet the definition of a derivative liability due to its fixed conversion price. Common Stock ● Authorized Shares: 500,000,000 ● Issued & Outstanding*: ○ 167,864,058 shares as of June 30, 2026 ○ 142,426,924 shares as of December 31, 2025 ● Par Value: $ 0.0001 per share ● Voting Rights: 1 vote per share ● Dividends: None *In connection with the common control merger, any shares issued to Next Holding , an entity under common control, were excluded from the total shares outstanding. This is because, under U.S. GAAP, a company cannot recognize an investment in itself. Accordingly, these shares are treated as constructively retired or held by the Company as treasury stock equivalent and are not considered outstanding for EPS or equity reporting purposes. Under ASC 810-10-45-1 and ASC 505-10-45-2, equity interests held by a parent, subsidiary, or an entity under common control in the reporting entity must be eliminated in consolidation. Similarly, shares held by entities consolidated into or controlled by the Company are treated as not outstanding, since they represent an indirect investment in the Company’s own equity. F- 41 Securities and Incentive Plans The Company maintains stock-based compensation plans under which stock options, restricted stock, and other equity awards are granted to employees, directors, and consultants. Equity Transactions for the Six Months Ended June 30, 2026 Stock Issued for Cash During the six months ended June 30, 2026, the Company issued 11,558,603 shares for cash consideration of $ 7,917,443 . Stock Issued for Services In the six months ended June 30, 2026, the Company issued 8,918,500 shares of common stock to consultants for services rendered, having a fair value of $ 9,256,435 ($ 0.35 - $ 1.12 /share), based upon the quoted closing trading price. Stock Issued for Conversion of Notes Payable The Company issued 3,181,818 shares of common stock to convert the remaining balance of $ 1,375,000 on loan #32 at a price per share of $ 0.43 . Stock Issued for Penalties and Interest During the six months ended June 30, 2026, the Company issued 67,100 shares with a fair value of $ 29,323 as penalties and interest. Stock Issued with Notes Payable During the six months ended June 30, 2026, the Company issued 343,300 shares with a fair value of $ 131,975 as part of the issuance of notes payable. These shares were recorded at a relative fair value as an additional debt discount and amortized over the life of the note. Stock Issued for Conversion of Series A Preferred During the six months ended June 30, 2026, the Company issued 1,266,968 shares of common stock in exchange for the conversion of 280,000 shares of Series A convertible preferred. Equity Transactions for the Six Months Ended June 30, 2025 Stock Issued for Cash and Warrants – Public Offering On February 18, 2025, the Company sold 5,000,000 shares of common stock for gross proceeds of $ 15,000,000 ($ 3 /share). In connection with this offering, the Company paid direct offering costs of $ 1,538,914 , resulting in net proceeds of $ 13,461,086 . The proceeds from the offering were used for: ● Expanding operations and infrastructure; ● Repaying outstanding debt; and ● Funding general corporate purposes, including working capital requirements. Additionally, the Company granted the underwriter the option to purchase up to 750,000 additional over-allotment shares of common stock at $ 3 /share, for a period of 45 days (through March 3, 2025). In connection with this option, the Company issued an additional 75,378 shares of common stock for gross proceeds of $ 226,134 ($ 3 /share). In connection with this offering, the Company paid direct offering costs of $ 18,091 , resulting in net proceeds of $ 208,043 . F- 42 The underwriter was also issued 250,000 warrants for services rendered in connection with the offering, which will be accounted for as a direct offering cost. These warrants are exercisable at $ 3.75 /share. These warrants are exercisable beginning 6 months after the grant date and for an additional 4.5 years through February 13, 2030. Stock Issued for Services The Company issued 7,336,821 shares of common stock to consultants for services rendered, having a fair value of $ 21,326,731 ($ 2.57 - $ 3.90 /share), based upon the quoted closing trading price. Additionally, the Company issued 1,889,002 shares of common stock to consultants for prepaid services, having a fair value of $ 5,623,425 ($ 2.91 - $ 3.21 /share), based upon the quoted closing trading price. Stock Issued as Loan Extension Fee In connection with the extension of loan #5, the Company was required to pay a fee of $ 150,000 in common stock. The Company issued 41,437 shares of common stock ($ 3.62 /share) and recorded additional interest expense. In connection with the extension of loan #12, the Company was required to pay a fee of 116,000 shares of common stock with a fair value of $ 347,960 ($ 2.91 - $ 3.31 /share) based upon the quoted closing trading price. Stock Issued for Conversion of Accounts Payable The Company issued 22,013 shares with a fair value of $ 68,681 ($ 3.12 /share) to a vendor to settle accounts payable of $ 40,000 , resulting in a loss on settlement of liabilities of $ 28,681 . Stock Issued for Conversion of Notes Payable The Company issued 256,667 shares of common stock to convert the remaining balance of $ 770,000 on loan #17 at a price per share of $ 3.00 or fair value of $ 770,000 . The Company issued 550,000 shares of common stock to convert the flat-rate interest owed of $ 1,350,000 on loans #30 and 31 at a price per share of $ 3.00 , or fair value of $ 1,350,000 . Series B Convertible Preferred Stock – Distribution – Related Party On February 13, 2025, immediately prior to the consummation of the common control merger, the Company effectuated a non-cash distribution of 140,000 shares of Series B convertible preferred stock to its Chief Executive Officer, a related party. The transaction was executed in fulfillment of a previously established arrangement between the CEO and NextNRG LLC, a wholly owned subsidiary of the Company and former holder of the Series B convertible preferred stock. Under this arrangement, the CEO had advanced personal funds to NextNRG LLC to facilitate the original acquisition of the shares on behalf of the Company. As the transfer settled an internal capital funding obligation and involved no exchange of cash or services at the time of distribution, the transaction was accounted for as a capital contribution by a related party in accordance with ASC 505-10, Equity – Overall , and ASC 850-10, Related Party Disclosures . No gain or loss was recognized, and the Series B shares were recorded at par value, with the offset credited to additional paid-in capital. The CEO meets the definition of a related party under ASC 850-10-20, which includes executive officers and entities under their control. Furthermore, in accordance with SAB Topic 5.G and Regulation S-X Rule 4-08(k), the Company has disclosed this transaction due to the material nature of the capital stock transfer and its occurrence with a related party. This distribution did not impact the determination of net income (loss) available to common stockholders and was excluded from the calculation of EPS in accordance with ASC 260-10-45-59, as the issuance represented a capital transaction rather than an income or expense-generating event. Series A and B Convertible Preferred Stock – Preferred Stock Dividends Payable in Common Stock In accordance with the terms of the Company’s Series A convertible preferred stock and the Series B convertible preferred stock, the Company is required to accrue dividends on a quarterly basis. Similar to the Series A and Series B convertible preferred stock, dividends are accrued using a fixed conversion price. There are no other provisions that could result in a variable number of shares required for settlement in the future. Additionally, the Company has considered relevant accounting guidance, and has determined that there are no provisions related to its dividends that would require derivative liability treatment. At June 30, 2026 and December 31, 2025, the Company had accrued dividends totaling $ 60,000 and $ 147,500 , respectively. In the six months ended June 30, 2026, the Company issued 100,845 shares of common stock for dividends. F- 43 The following is a summary of the Company’s dividends: Schedule of Dividends Payable Series A Series B Convertible Convertible Total Dividends Preferred Stock Preferred Stock Payable Shares issued and outstanding - 140,000 Stated value per share $ 10 $ 10 Dividend rate (10%/12%) 10.00 % 12.00 % Dividend due per year - 168,000 Market price - at issuance date 2.76 2.76 Minimum price - 70%/80% discount to market price 80.00 % 70.00 % Conversion price 2.21 1.93 Dividend shares due per quarter - 21,739 21,739 Equivalent common shares - per year - 86,957 86,957 Total dividend shares due at reporting date - 21,739 21,739 Market price - at issuance date (fixed rate) $ 2.76 $ 2.76 $ 2.76 Fair value of dividends payable - at reporting date $ - $ 60,000 $ 60,000 Restricted Stock and Related Vesting A summary of the Company’s non-vested shares (due to service time-based restrictions) as of June 30, 2026 and December 31, 2025, is presented below: Schedule of Company Nonvested Shares Weighted Average Number of Grant Date Non-Vested Shares Shares Fair Value Balance - December 31, 2025 846,333 $ 1.37 Granted - Vested 429,667 Cancelled/Forfeited - Balance - June 30, 2026 416,666 $ 1.37 The Company has issued various equity grants to directors, officers, consultants and employees. These grants typically contain a vesting period of one to three years and require services to be performed in order for the shares to vest. The Company determines the fair value of the equity grant on the issuance date based upon the quoted closing trading price. These amounts are then recognized as compensation expense over the requisite service period and are recorded as a component of general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations. F- 44 The Company recognizes forfeitures of restricted shares as they occur rather than estimating a forfeiture rate. Any unvested share-based compensation is reversed on the date of forfeiture, which is typically due to service termination. At June 30, 2026, unrecognized stock compensation expense related to restricted stock was $ 292,861 , which will be recognized over a weighted-average period of one year. During the six months ended June 30, 2026, and 2025, the Company recognized compensation expense of $ 156,652 and $ 981,211 , respectively, related to the vesting of these shares. Stock Options Stock option transactions for the six months ended June 30, 2026 is summarized as follows: Schedule of Stock Option Transaction Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Outstanding December 31, 2025 4,307,000 $ 2.60 5.66 Granted - $ - - Exercised - - - Forfeited/Cancelled - - - Outstanding June 30, 2026 4,307,000 $ 2.60 5.17 Exercisable June 30, 2026 2,312,500 $ 2.60 4.28 The fair value of the stock options granted in 2025 were determined using the Black-Scholes Option pricing model with the following assumptions: Schedule of Stock Options Fair Value Assumptions Expected term (years) 10.00 Expected volatility 119.91 % Expected dividends 0 % Risk free interest rate 4.34 % Warrants Warrant activity for the six months ended June 30, 2026 and December 31, 2025 are summarized as follows: Schedule of Stock Warrant Activity Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Warrants Price Term (Years) Value Outstanding - December 31, 2025 2,735,895 $ 4.89 2.29 $ - Vested and exercisable - December 31, 2025 2,735,895 $ 4.89 2.29 $ - Unvested and non-exercisable - December 31, 2025 - $ - - $ - Granted - $ - - - Exercised - - - - Cancelled/forfeited ( 9,035 ) $ 5.64 - - Outstanding - June 30, 2026 2,726,860 $ 4.89 1.80 $ - Vested and exercisable - June 30, 2026 2,726,860 $ 4.89 1.80 $ - Unvested and non-exercisable - June 30, 2026 - $ - - $ - Note 9 – Intangible Assets As of June 30, 2026 and December 31, 2025, the Company carried no identifiable intangible assets on its balance sheet. Amortization expense for the six months ended June 30, 2026 and 2025 was $ 0 and $ 223,334 , respectively. Note 10 – Acquisition of Membership Interests in GSPP JEA Ingle FL, LLC – Accounted for as an Asset Acquisition – Solar Project Rights In December 2024, a disbursement of $ 3,929,161 was made by Next/Ingle Holdings LLC, a 50 % owned subsidiary of Next Holding, to acquire 100 % of the membership interests in GSPP JEA Ingle FL, LLC, a project company controlled by GSPP Holdco III, LLC. GSPP JEA Ingle FL, LLC holds the rights to a utility-scale solar energy project located in Bryceville, Florida. The purchase price consisted of a $ 3,600,000 acquisition fee and reimbursement for previously incurred capitalized development costs of $ 329,161 for a total payment of $ 3,929,161 . These reimbursed costs included expenses related to securing a real estate option, engineering studies, and interconnection due diligence with the local utility. To facilitate the acquisition, Next Holding formed Next/Ingle Holdings LLC, in which it holds a 50 % ownership interest, with the remaining 50 % owned by Cohen Global Energy, LLC, an unrelated third party. Notwithstanding the split of ownership, the Company retains unilateral governing control over the entity, as outlined in the executed operating agreement. Next/Ingle Holdings LLC is a controlled holding company which has been consolidated into the Company, and shows a non-controlling interest for the 50% not owned. F- 45 Next/Ingle Holdings LLC obtained a $ 5,000,100 loan from this third party to fund the acquisition (See Note 5). GSPP JEA Ingle FL, LLC had no employees, revenue-generating activities, or ongoing operations prior to the acquisition. Its only asset is the set of rights related to the Bryceville solar energy project, which is still in development. At the time of the transaction, the project was not yet operational; development activities were limited to permitting, feasibility analysis, and utility coordination. Given the absence of a workforce, no substantive processes, and no outputs, GSPP JEA Ingle FL, LLC does not meet the definition of a business under ASC 805-10-20. Instead, the transaction qualifies as an asset acquisition, with the solar project representing a single identifiable asset under development. Post-Acquisition Structure: ● Next Holding ● Formed Next/Ingle Holdings LLC ( 50 % owned by Next Holding, 50 % owned by Cohen Global Energy, LLC) ● Retains unilateral control over Next/Ingle Holdings LLC via operating agreement (this entity is consolidated with the Company and reflects a non-controlling interest for the 50 % not owned) ● Next/Ingle Holdings LLC ● Acquired 100 % of GSPP JEA Ingle FL, LLC from GSPP Holdco III, LLC ● Funded acquisition via $ 5,000,100 loan from Cohen Global Energy, LLC ● GSPP JEA Ingle FL, LLC ● Holds rights to the Bryceville, FL solar project During the year ended December 31, 2025, the Company recognized an impairment loss on this project deposit of $ 3,929,161 . Note 11 – Segment Reporting The Company operates in two reportable segments: Energy Infrastructure and Mobile Fuel Delivery. The Company’s segments were determined based on the economic characteristics of its products and services, its internal organizational structure, the manner in which operations are managed and the criteria used by the Company’s CODM to evaluate performance, which include revenue, gross margin, and operating profit. Mobile Fueling The Company’s mobile fueling segment provides on-demand fuel delivery services through a growing fleet of fuel trucks operating across a national footprint. These operations serve commercial fleets and other customers, offering a more efficient, time-saving alternative to traditional fueling stations. The Company is integrating sustainable energy solutions into its fueling operations, with the goal of assisting customers in transitioning to electric vehicles and incorporating advanced technologies such as wireless EV charging to enhance service efficiency and support the adoption of clean energy. Energy Infrastructure The Company’s energy infrastructure segment focuses on the development, deployment, and operation of AI/ML-powered smart microgrids, solar energy systems, battery storage, and wireless EV charging solutions. These systems are designed to improve grid resiliency, optimize energy use, reduce costs, and increase access to reliable, sustainable power for commercial, industrial, municipal, and tribal customers. Revenue is generated primarily through power purchase agreements, leases, and technology licensing, with projects spanning utility-scale installations, community energy systems, and integration of distributed energy resources. The following tables present certain financial information related to our reportable segments: Schedule of Financial Information Related to our Reportable Segment Infrastructure Delivery Total As of June 30, 2026 Energy Mobile Fuel Infrastructure Delivery Total Cash $ 114,726 $ 768,969 $ 883,696 Accounts receivable – net - 2,913,281 2,913,281 Inventory - 756,902 756,902 Prepaids and other - 1,140,026 1,140,026 Property and equipment – net 6,560 5,400,296 5,406,856 Operating lease - right-of-use asset - 486,166 486,166 Operating lease - right-of-use asset - related party - 151,744 151,744 Operating lease - right-of-use asset - 151,744 151,744 Deposits - 612,549 612,549 Total Assets $ 121,286 $ 12,229,934 $ 12,351,220 F- 46 Infrastructure Delivery Total As of December 31, 2025 Energy Mobile Fuel Infrastructure Delivery Total Cash 52,973 331,167 384,140 Accounts receivable - net - 2,039,214 2,039,214 Inventory - 609,861 609,861 Prepaids and other 609 152,222 152,831 Property and equipment - net 42,875 6,791,043 6,833,918 Operating lease - right-of-use asset - 608,170 608,170 Operating lease - right-of-use asset - related party - 208,354 208,354 Operating lease - right-of-use asset - 208,354 208,354 Deposits - 226,865 226,865 Total Assets 96,457 10,966,896 11,063,353 Energy Infrastructure Mobile Fuel Delivery Total For the Six Months Ended June 30,2026 Energy Infrastructure Mobile Fuel Delivery Total Sales - net 6,500 48,800,578 48,807,078 Cost of sales - 45,139,730 45,139,730 General and administrative expenses 1,486,779 6,038,735 7,525,514 Stock based compensation - 9,256,434 9,256,434 Depreciation and amortization 15,708 1,390,747 1,406,455 Total costs and expenses 1,502,487 16,685,916 18,188,403 Interest income 3 - 3 Other income - 83,195 83,195 Gain on settlement of liabilities 59,656 309,163 368,819 Gain on sale of asset 37,169 - 37,169 Interest expense (including amortization of debt discount) ( 976,425 ) ( 2,382,900 ) ( 3,359,325 ) Total other expense - net ( 879,597 ) ( 1,990,542 ) ( 2,870,139 ) Net loss ( 2,375,584 ) ( 15,015,610 ) ( 17,391,194 ) Energy Infrastructure Mobile Fuel Delivery Total For the Six Months Ended June 30,2025 Energy Infrastructure Mobile Fuel Delivery Total Sales - net - 35,964,241 35,964,241 Cost of sales - 33,876,456 33,876,456 General and administrative expenses 3,095,143 8,724,033 11,819,176 Stock based compensation - 25,499,097 25,499,097 Depreciation and amortization 232,567 1,056,521 1,289,088 Total costs and expenses 3,327,710 35,279,651 38,607,361 Interest income 41 - 41 Other income 75,750 149,883 225,633 Loss on settlement of liabilities - ( 1,134,944 ) ( 1,134,944 ) Interest expense (including amortization of debt discount) ( 2,867,909 ) ( 4,774,519 ) ( 7,642,428 ) Total other expense - net ( 2,792,118 ) ( 5,759,580 ) ( 8,551,698 ) Net loss ( 6,119,828 ) ( 38,951,446 ) ( 45,071,274 ) Note 12 - Subsequent Events The Company has evaluated subsequent events through the date these financial statements were issued and identified the following events requiring disclosure: San Antonio Lease Settlement Subsequent to June 30, 2026, on July 28, 2026, the Company executed a Mutual Release and Settlement Agreement resolving a dispute with the landlord of its former San Antonio, Texas premises. Under the settlement, the Company agreed to pay an additional $ 17,820 , in installments through October 2026, in addition to the $ 10,000 security deposit previously forfeited. Securities Purchase Agreement On July 24, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”). Pursuant to the Purchase Agreement, the Company agreed to sell, and the Investor agreed to purchase, a senior secured convertible note of the Company, in the aggregate original principal amount of $ 2,000,000 (the “Note”), which is convertible into shares of common stock of the Company (the “Conversion Shares”). The closing of the transaction contemplated under the Purchase Agreement occurred on July 24, 2026. Upon the closing, the Company issued the Note and received gross proceeds of approximately $ 1.8 million. The Company intends to use the net proceeds from the sale of the Note for general corporate purposes and working capital requirements. Pursuant to the Purchase Agreement, the Company agreed not to issue any equity, equity-linked securities, debt or preferred shares in any Subsequent Placement (as defined in the Purchase Agreement) so long as the Note is outstanding, subject to certain exceptions. The Company also agreed to provide the Investor with a right of participation in 100% of any Subsequent Placement until the later of the four-month anniversary of the closing date and the date the Note is no longer outstanding. F- 47 Note The Note bears interest at a rate of 12% per annum and will mature on October 24, 2026. From and after the occurrence and during the continuance of any Event of Default (as defined in the Note), the interest rate will increase by 9% until such Event of Default is subsequently cured. The maturity date may be extended for an additional three months by mutual written consent of the Company and the Investor or at the option of the Investor, subject to the terms of the Note. On the maturity date, the Company shall pay to the Investor an amount in cash representing the sum of (i) 50% of all outstanding principal (the “Payment Premium”), (ii) all outstanding principal, and (iii) all accrued and unpaid interest and Late Charges (as defined in the Note) on such principal and interest. The Note is convertible at the option of the Investor into Conversion Shares at a fixed conversion price equal to $ 0.75 per share. The Company may, at any time and with 30 days’ prior notice, redeem all of the outstanding amount then remaining under the Note for cash in an amount equal to the sum of (i) the Payment Premium, (ii) all outstanding principal, and (iii) all accrued and unpaid interest and Late Charges on such principal and interest as of the applicable redemption date. Pursuant to the Note, if the Company shall determine to prepare and file with the Securities and Exchange Commission a registration statement or offering statement of any of its equity securities (other than on Form S-4 or Form S-8), then the Company shall deliver to the Investor a written notice of such determination and, if within 15 days after the date of the delivery of such notice, the Investor shall so request in writing, the Company shall include in such registration statement or offering statement all or any number of Conversion Shares and/or any capital stock of the Company issued or issuable with respect to the Conversion Shares or the Note as requested by the Investor. The Note is secured by the collateral set forth in the Security and Pledge Agreement (as defined below) and is guaranteed by each of the Company’s subsidiaries pursuant to a Guaranty (the “Guaranty”). Security and Pledge Agreement In connection with the Purchase Agreement and the Note, on July 24, 2026, the Company, certain subsidiaries of the Company (each a “Grantor” and together with the Company, collectively, the “Grantors”) and the Investor also entered into a security and pledge agreement (the “Security and Pledge Agreement”). Pursuant to the Security and Pledge Agreement, the Grantors have granted a security interest in the Collateral (as defined in the Security and Pledge Agreement), which includes substantially all of the assets of the Company. CEO and Executive Chairman Employment Agreement On July 28, 2026, the Company entered into an employment agreement with Michael D. Farkas, the Company’s founder, Executive Chairman and Chief Executive Officer, for an initial three-year term with automatic two-year renewals absent 90 days’ notice. Under the agreement, Mr. Farkas is entitled to an annual base salary of $720,000 and annual equity compensation (“Salary Equity”) of $2,000,000, issuable quarterly, together with an annual equity performance award of up to 100% of Salary Equity. Both the base salary and Salary Equity increase automatically upon the Company achieving specified annual revenue thresholds ranging from $120 million to $1 billion, and Salary Equity is subject to a 30% reduction if the Company does not achieve a $200 million market capitalization within one year of the agreement, reinstated upon subsequent achievement. Mr. Farkas is also entitled to market-capitalization-based bonus issuances of common stock (10% of shares outstanding at each of five market cap thresholds from $500 million to $8 billion) and a signing bonus equal to 1.5 years of base salary, Salary Equity, target annual performance bonus, and target equity performance award (approximately $8,160,000), payable in restricted common stock. The agreement includes customary severance, change-in-control, and Section 280G provisions, and terminates automatically if the Company is delisted from Nasdaq and not relisted within 60 days. The Company is evaluating the accounting and disclosure implications of this agreement, including the impact on future stock-based compensation expense and potential dilution. Stockholder Written Consent On July 31, 2026, holders of a majority of the Company’s outstanding voting securities (approximately 53.45%), together with the Board of Directors, approved by written consent the following actions, as further described in a Preliminary Information Statement on Schedule 14C: ● 2023 Equity Incentive Plan Amendment No. 4 — increasing shares available for grant under the plan by 32,000,000 , from 22,250,000 to 54,250,000 shares; ● Reverse Stock Split — authorizing the Board, at its discretion and within one year, to effect a reverse stock split at a ratio of between 1-for-5 and 1-for-12, intended to regain compliance with Nasdaq’s $1.00 minimum bid price requirement (deficiency notice received March 16, 2026; compliance deadline September 14, 2026); ● Series C Convertible Preferred Stock Financing — authorizing issuance of up to 1,000,000 shares of a new Series C Non-Voting Convertible Preferred Stock, $10.00 stated value, up to 10% original issue discount, maximum gross proceeds of $9,000,000, convertible into common stock at a floor price of $0.135 per share (up to 74,074,074 common shares in the aggregate); and ● Farkas Employment Agreement Equity Issuance — approval, pursuant to Nasdaq Listing Rule 5635(c), of the equity awards issuable to Mr. Farkas under the employment agreement described above. These actions were approved by written consent but will not become effective until at least 20 calendar days after the Information Statement is mailed or otherwise furnished to stockholders. No shares had been issued and no reverse split had been effected as of the date these financial statements were issued. The Company will evaluate the accounting impact of the Series C financing and any subsequent reverse stock split at the time such transactions are consummated. Equity Issuances Subsequent to June 30, 2026, the Company issued 357,681 shares of common stock, consisting of 34,482 shares issued to an employee and 323,199 shares issued to consultants. F- 48 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provide a safe harbor for forward-looking statements made by or on behalf of NextNRG, Inc. (“NextNRG,” “we,” “us,” “our,” or the “Company”). The Company and its representatives may from time to time make written or oral statements that are “forward-looking,” including statements contained in this report and other filings with the Securities and Exchange Commission (“SEC”) and in our reports and presentations to stockholders or potential stockholders. In some cases, forward-looking statements can be identified by words such as “believe,” “expect,” “anticipate,” “plan,” “potential,” “continue” or similar expressions. Such forward-looking statements include risks and uncertainties and there are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors, risks and uncertainties can be found in Part I, Item 1A, “Risk Factors,” of Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2025, as the same may be updated from time to time, including in Part II, Item 1A, “Risk Factors,” of this Quarterly Report on Form 10-Q. Although we believe the expectations reflected in our forward-looking statements are based upon reasonable assumptions, it is not possible to foresee or identify all factors that could have a material effect on the future financial performance of the Company. The forward-looking statements in this report are made on the basis of management’s assumptions and analyses, as of the time the statements are made, in light of their experience and perception of historical conditions, expected future developments and other factors believed to be appropriate under the circumstances. Except as otherwise required by the federal securities laws, we disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained in this Quarterly Report on Form 10-Q and the information incorporated by reference in this report to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based. The following discussion and analysis provides information we believe is relevant to an assessment and understanding of our unaudited condensed consolidated operating results and financial condition. The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2026 and the notes thereto included in this Quarterly Report on Form 10-Q, as well as our other reports filed with the SEC from time to time, including, but not limited to, Amendment No. 1 to our Annual Report on Form 10-K/A for the year ended December 31, 2025. Overview NextNRG is Powering What’s Next by implementing artificial intelligence (“AI”) and machine learning (“ML”) into renewable energy, next-generation energy infrastructure, battery storage, wireless electric vehicle (“EV”) charging and on-demand mobile fuel delivery to create an integrated ecosystem. At the core of NextNRG’s strategy is its utility operating system, which leverages AI and ML to help make existing utilities’ energy management as efficient as possible, and the deployment of NextNRG smart microgrids, which utilize AI-driven energy management alongside solar power and battery storage to enhance energy efficiency, reduce costs and improve grid resiliency. These microgrids are designed to serve commercial properties, schools, hospitals, nursing homes, parking garages, rural and tribal lands, recreational facilities and government properties, expanding energy accessibility. NextNRG continues to expand its growing fleet of fuel delivery trucks and national footprint. NextNRG is also integrating sustainable energy solutions into its mobile fueling operations. The company hopes to be an integral part of assisting its fleet customers in their transition to EV, supporting more efficient fuel delivery while advancing clean energy adoption. The transition process is expected to include the deployment of NextNRG’s innovative wireless EV charging solutions. 3 Revenue Sources Sale of Electricity Solar Electricity NextNRG plans to derive its operating revenues principally from power purchase agreements, net metering credit agreements, solar renewable energy credits, and performance-based incentives. A portion of NextNRG’s power sales revenues is expected to be earned through the sale of energy (based on kilowatt hours) pursuant to the terms of Power Purchase Agreements (“PPAs”). NextNRG’s PPAs will typically have fixed or floating rates and are expected to be generally invoiced monthly. Wireless EV Charging NextNRG plans to sell energy to its wireless EV charging customers. NextNRG also plans to sell its innovative solutions to property owners, parking facilities, municipalities, and government agencies, as well as charge point operators, empowering the growth of sustainable transportation infrastructure. NextNRG plans to generate revenue from the deployment of solar and battery storage solutions where applicable to further take advantage of the renewable energy industry. Energy pricing is based on peak/off-peak rates at any given charging location. NextNRG plans to negotiate our own PPA accordingly. NextNRG is also planning to sell energy to electric vehicle owners via wireless EV charging. SaaS & Licensing Software as a Service (“SaaS”) Agreements NextNRG plans to generate revenue from the sale of its energy management software under SaaS agreements with utility companies; microgrid companies; and renewable energy generation companies. Additionally, any traditional customers which would like to own their own energy generation systems will have the option of entering a SaaS agreement to purchase rights to the technology. Hardware Licensing NextNRG plans to generate licensing revenues from competitors or ancillary business participants who desire to utilize or integrate NextNRG’s intellectual property, hardware, or software solutions within their proprietary product. 4 Sale of Hardware NextNRG plans to generate revenues from the sale of hardware, e.g. solar panels, battery storage solution equipment, wireless charging pad or bumper and vehicle receiver technology. Potential Customers Potential customers include property owners, electrical supply companies, management companies, all levels of government, original equipment manufacturers, tribal land, car manufacturers, EV charging companies, wholesale electricity providers, utilities, and fleet owners. Mobile Fueling Mobile Fuel Delivery NextNRG’s mobile fueling solution is an on-demand and subscription fuel delivery service that brings fuel directly to consumers, commercial fleets, and specialty vehicles at homes, workplaces, and job sites. Leveraging digital technology and GPS-based systems, this service responds to the increasing preference for home and workplace product deliveries. Particularly, our fleet services are experiencing significant growth, providing a streamlined, efficient fueling option that allows commercial operators to optimize operations and reduce downtime. For the six months ended June 30, 2026 and the year ended December 31, 2025, we derived the majority of our revenues from mobile fuel deliveries. Recent Developments Receivables Agreement On March 9, 2026, the Company entered into a Future Receivables Sale and Purchase Agreement (the “Receivables Agreement”), dated as of March 5, 2026, with Funderzgroup LLC DBA Monetafi (the “Purchaser”). Pursuant to the Receivables Agreement, the Company agreed to sell to the Purchaser 6.87% (the “Specified Percentage”) of the Company’s future receipts until $2,772,000 (the “Purchased Amount”) has been delivered to the Purchaser. In consideration, the Purchaser paid $2,100,000 to the Company, less applicable fees in the amount of $105,035. The Company agreed to deliver to the Purchaser a fixed amount, initially equal to $231,000 on a biweekly basis, that the parties agreed to be a good faith approximation of the Specified Percentage of the future receipts. As security for payment and performance of the Company’s obligations, the Company granted the Purchaser a first-priority lien on all of the Company’s accounts, including, but not limited to, deposit accounts, accounts receivable, other receivables and inventory. Upon the occurrence of an event of default, the entire unpaid portion of the Purchased Amount becomes immediately due, together with specified damages, and bears simple interest at a rate of 9% per annum from the default date until paid in full. The Receivables Agreement does not have a fixed duration and will expire on the date on which the Purchased Amount and all other sums due to the Purchaser are paid in full. Michael D. Farkas, the Company’s Chief Executive Officer, Chairman of the Board of Directors and a significant stockholder, personally guaranteed the Company’s obligations under the Receivables Agreement. The Company accounts for the Receivables Agreement as debt in accordance with ASC 470. As of June 30, 2026, the outstanding balance under the Receivables Agreement was $664,988. Leviston SPA On April 1, 2026, the Company and Leviston Resources, LLC (“Leviston”) entered into a Securities Purchase Agreement dated as of April 1, 2026 (the “Leviston SPA”), pursuant to which the Company agreed to sell, and Leviston agreed to purchase, a senior secured convertible promissory note in the principal amount of $1,724,444 (the “Leviston Note”) for a purchase price of $1,552,000. The Leviston Note carries an original issue discount of $172,444. The Company also incurred debt issuance costs of $15,000 in connection with the Leviston Note. Pursuant to the terms of the Leviston SPA, the Company agreed to issue 243,300 shares of the Company’s common stock to Leviston as additional consideration for the Leviston Note. Such shares were issued on April 1, 2026. Leviston has rollover rights and piggyback registration rights pursuant to the terms of the Leviston SPA. In addition, until the later of (i) October 1, 2027 or (ii) the date that the balance due under the Leviston Note is paid in full, Leviston has a right of participation in, and a right of first refusal regarding, any financing transaction. The Company has also granted Leviston “most favored nation” rights for so long as any obligations remain outstanding under the transaction documents. The Leviston SPA contains customary representations, warranties and covenants for a transaction of this type. The transactions that were the subject of the Leviston SPA closed on April 1, 2026. Leviston Note The Leviston Note bears interest at a rate of 10% and matures on October 1, 2026. Interest is guaranteed for the entirety of the six-month term of the Leviston Note, regardless of any reduction of the principal amount, conversion or prepayment. The Leviston Note is a senior secured obligation of the Company, with first priority over all current and future indebtedness; provided, however, that the Company may close equipment financing, with such financing secured by first priority lien(s) against the equipment being financed and second priority lien(s) (behind Leviston’s security interest) against the Company’s other assets. The Company’s obligations under the Leviston Note are secured pursuant to the terms of the Pledge and Security Agreement, dated as of April 1, 2026, by and between the Company and Leviston (the “Leviston Security Agreement”). The Leviston Note is convertible into shares of the Company’s common stock only upon and following an Event of Default (as defined in the Leviston Note), at the option of Leviston. Upon an Event of Default, Leviston may convert any portion of the outstanding principal, accrued interest, default interest, and a fixed conversion fee of $1,950 per conversion into common stock. The conversion price will be equal to 80% of the average of the three lowest daily volume-weighted average prices (VWAP) of the common stock during the 15 trading days immediately preceding the conversion date, subject to a floor price of $0.10 per share. The Leviston Note contains an equity blocker that prohibits Leviston from converting the Leviston Note if such conversion would result in Leviston and its affiliates beneficially owning more than 4.99% of the Company’s outstanding common stock; provided, however, that Leviston may elect to increase this limitation to 9.99% upon 61 days’ prior notice to the Company, or immediately if Leviston is not subject to the reporting requirements of Section 13 of the Exchange Act. 5 In addition, the Leviston Note contains a hard cap on the number of shares issuable to Leviston at 19.99% of the outstanding shares. Pursuant to the terms of the Leviston Note, the parties agreed that, notwithstanding any other conversion, adjustment or other provision, the Company may not issue a cumulative number of shares of common stock to Leviston and its affiliates pursuant to the Leviston Note and the other transaction documents that would exceed the 19.99% limitation set forth in the Nasdaq Stock Market’s (“Nasdaq”) Listing Rule 5635(d), unless the Company obtains stockholder approval to exceed such threshold in accordance with Nasdaq rules. The Company may prepay the Leviston Note at any time prior to October 1, 2026; provided, however, that (i) if the prepayment date occurs within 60 days of April 1, 2026, the Company must pay Leviston the outstanding principal amount, all guaranteed interest for the full six-month term (regardless of how much of the term has elapsed as of the prepayment date), and any other amounts due under the Leviston Note, with no prepayment premium; and (ii) if the prepayment date occurs after 60 days from April 1, 2026, the Company must pay Leviston 110% multiplied by the sum of (a) the outstanding principal amount, (b) all guaranteed interest for the full six-month term (regardless of how much of the term has elapsed as of the prepayment date), and (c) any other amounts due under the Leviston Note. The Leviston Note contains customary Events of Default, the occurrence of which grant Leviston, among other things, the right to accelerate the entire unpaid balance of the Leviston Note. Upon the occurrence of an Event of Default, the Leviston Note provides that, among other things, all outstanding obligations under the Leviston Note and related transaction documents, including principal, accrued interest, monitoring fees, and legal expenses, will automatically increase to 150% of the then-outstanding balance. Additionally, all outstanding obligations will accrue interest at a default rate equal to the lesser of 18% per annum or the maximum rate permitted by law. On April 1, 2026, the Company issued the Leviston Note in favor of Leviston pursuant to the terms of the Leviston SPA. On May 29, 2026, the Company repaid the Leviston Note in full, including outstanding principal of $1,724,444 and guaranteed interest of $86,222, in the aggregate amount of $1,810,666, together with a penalty of $91,222 (for total cash payments of $1,901,888). As a result, the Company’s obligations under the Leviston Note and the Leviston Security Agreement have been satisfied and the security interest granted thereunder has terminated. Leviston Security Agreement On April 1, 2026, in connection with the issuance of the Leviston Note, the Company and Leviston entered into the Leviston Security Agreement. dated as of April 1, 2026. Pursuant to the terms of the Leviston Security Agreement, the Company granted to Leviston a continuing, first-priority security interest in substantially all of its assets to secure the prompt payment and performance of its obligations under the Leviston Note and related transaction documents. The collateral includes, but is not limited to, the Company’s accounts, inventory, equipment, general intangibles, deposit accounts, and 100% of the equity interests in the Company’s directly owned subsidiaries (the “Pledged Equity”). The Company is subject to negative covenants that, subject to certain exceptions, prohibit the sale, lease, or encumbrance of the collateral without Leviston’s prior written consent. Upon the occurrence and during the continuance of an Event of Default, Leviston may, among other remedies: (i) accelerate all obligations and take possession of the collateral; (ii) exercise all voting and consensual rights pertaining to the Pledged Equity; (iii) appoint a receiver over the Company’s assets; and/or (iv) sell the collateral at public or private sales to satisfy the outstanding debt. The security interest will terminate only upon the full satisfaction or termination of the Company’s obligations under the Leviston Note. The Leviston Security Agreement contains customary representations, warranties and covenants for a transaction of this type. Cashera Business Loan and Security Agreement On April 7, 2026, the Company and Cashera Private Credit Inc. (“Cashera”) entered into a Business Loan and Security Agreement (the “Cashera Loan Agreement”), dated as of April 1, 2026, pursuant to which Cashera provided a term loan to the Company in the principal amount of $750,000 (the “Cashera Loan”). The Company received net disbursement proceeds of $712,500 after deduction of a $37,500 origination fee. The Cashera Loan carries a total interest expense of $300,000, resulting in a total repayment obligation of $1,050,000. The Cashera Loan is scheduled to be repaid in 24 weekly installments of $43,750, beginning immediately following disbursement, with a maturity date of October 1, 2026. The annual percentage rate for the Cashera Loan is approximately 173.06%. The Cashera Loan is secured by a first-priority security interest in substantially all of the Company’s assets, including accounts, inventory, equipment, deposit accounts and intellectual property. Additionally, the Cashera Loan is personally guaranteed by Michael D. Farkas, the Company’s Chief Executive Officer, Chairman of the Board and substantial stockholder, and cross-guaranteed by NextNRG Ops LLC, a wholly owned subsidiary of the Company. The Cashera Loan Agreement contains various restrictive covenants, including a prohibition on taking additional debt without Cashera’s prior written consent and a notification requirement if its bank account balances fall below 33% of the balance represented at the time of funding. If the Company takes additional debt without prior written consent, the Company will incur a $75,000 stacking fee for each occurrence. Upon an event of default, Cashera may, among other things, (i) accelerate the entire unpaid balance, (ii) charge a default fee equal to 25% of the outstanding balance, (iii) take possession of and sell the collateral, and/or (iv) file a confession of judgment in the State of Utah, allowing for the summary entry of a legal judgment without trial. The Cashera Loan Agreement contains representations, warranties and covenants as set forth therein. 6 Agile Hudson Securities Purchase Agreement On April 17, 2026, the Company entered into a Securities Purchase Agreement (the “Agile Hudson SPA”), dated as of April 15, 2026, with Agile Hudson Partners LLC (“Agile Hudson”), pursuant to which the Company issued a secured promissory note in the aggregate principal amount of $275,000 (the “Agile Hudson Note”) to Agile Hudson. The Agile Hudson Note was issued with an original issue discount of $25,000, resulting in a purchase price of $250,000. As additional consideration, the Company issued 50,000 shares of common stock (the “Agile Hudson Commitment Shares”) to Agile Hudson on April 17, 2026. If, at any time after the date of the Agile Hudson SPA, the Company’s common stock would be deemed to be a “penny stock” as defined in Rule 3a51-1 under the Exchange Act (the “Trigger Date”), then the remaining Agile Hudson Commitment Shares held by Agile Hudson as of the Trigger Date (the “Remaining Agile Hudson Commitment Shares”) will automatically be deemed cancelled and extinguished and the Company will pay to Agile Hudson on the Trigger Date an amount in cash equal to the number of Remaining Agile Hudson Commitment Shares multiplied by $0.35 (subject to adjustment as set forth in the Agile Hudson SPA). Until the later of October 15, 2027, or the date that the Agile Hudson Note is extinguished in its entirety, Agile Hudson has a right of participation in any future Company equity or debt offering as set forth in the Agile Hudson SPA. Agile Hudson also has piggyback registration rights and “most favored nation” rights for so long as any obligations remain outstanding under the Agile Hudson Note. In order to ensure compliance with Nasdaq Listing Rule 5635(d), the Company agreed to seek stockholder approval, on or before October 15, 2027, to issue to Agile Hudson over 10,000,000 shares of common stock (the “Exchange Cap”). The Agile Hudson SPA contains customary representations, warranties and covenants for a transaction of this type. Additionally, pursuant to the terms of the Agile Hudson SPA, the Company is subject to a negative covenant prohibiting the Company from effectuating or entering into any agreement involving a “Variable Rate Transaction” (as hereinafter defined) until the later of (i) October 15, 2027, or (ii) such time as the Agile Hudson Note is extinguished in its entirety. A “Variable Rate Transaction” includes any issuance or sale of debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, shares of the Company’s common stock at a price that (A) varies with the trading prices of the common stock after the initial issuance or (B) is subject to a reset at a future date or upon the occurrence of specified or contingent events. The term also encompasses the entry into an equity line of credit or similar agreement where securities may be issued at a future determined price, other than an equity line of credit with Hudson Global Ventures, LLC. The transactions that were the subject of the Agile Hudson SPA closed on April 17, 2026. Agile Hudson Note The Agile Hudson Note carries a one-time guaranteed interest charge of 10% (equal to $27,500), which was earned in full upon issuance, and matures on April 15, 2027 (the “Agile Hudson Maturity Date”). The Company’s obligations under the Agile Hudson Note are secured by a security interest in the Company’s assets pursuant to the Security Agreement, entered into on April 17, 2026 and dated as of April 15, 2026, by and between the registrant, NextNRG Ops LLC, NextNRG Topanga Microgrid LLC, NextNRG Sunnyside Microgrid LLC, NextNRG Holding Corp. (NextNRG Ops LLC, NextNRG Topanga Microgrid LLC, NextNRG Sunnyside Microgrid LLC, NextNRG Holding Corp., the “Guarantors” and collectively with the Company, the “Debtors”), and Agile Hudson (the “Agile Hudson Security Agreement”). The Agile Hudson Note ranks pari passu with the Company’s existing secured debt held by Leviston Resources, LLC (“Leviston”) and FirstFire Global Opportunities Fund, LLC (“FirstFire”). Beginning six months after the issuance date, Agile Hudson has the right to convert all or any portion of the outstanding principal and interest into shares of the Company’s common stock. The conversion price is a variable market price equal to 80% of the average of the three lowest volume-weighted average prices during the 15 trading days immediately preceding the conversion date, subject to a floor price of $0.10 per share. The Agile Hudson Note includes an equity blocker that prohibits Agile Hudson from owning more than 4.99% (or up to 9.99% upon notice) of the Company’s outstanding common stock. In addition, shares issuable under the Agile Hudson Note will be limited to the Exchange Cap unless the Company has received stockholder approval as set forth in the Agile Hudson SPA. The Company may prepay the Agile Hudson Note at any time prior to the Agile Hudson Maturity Date. Prepayment during the first 60 days requires a payment of 100% of the principal and interest; thereafter, the prepayment amount increases to 110%. Additionally, Agile Hudson has the right to require the Company to apply up to 100% of proceeds from future debt or equity financings to repay the Agile Hudson Note. The Agile Hudson Note contains various restrictive covenants, including, but not limited to, prohibitions on effectuating Variable Rate Transactions or certain prohibited transactions, such as merchant cash advances, paying cash dividends or selling significant assets without consent. Events of default include, among others, failure to pay principal or interest, failure to deliver conversion shares, breach of covenants, and the restatement of certain financial statements. Upon an event of default, the Agile Hudson Note will become immediately due and payable, and the Company will pay the principal amount then outstanding, plus accrued interest (including any default interest, which will be the lesser of 18% per annum or the maximum amount permitted by law), multiplied by 150%. In addition, the principal balance of the Agile Hudson Note will increase by $5,000 monthly after an event of default until the Agile Hudson Note is repaid in its entirety. On April 17, 2026, the Company issued the Agile Hudson Note in favor of Agile Hudson pursuant to the terms of the Agile Hudson SPA. On May 28, 2026, the Company repaid the Agile Hudson Note in full, including all outstanding principal and guaranteed interest, in the aggregate amount of $302,500. As a result, the Company’s obligations under the Agile Hudson Note have been satisfied. 7 Agile Hudson Security Agreement Pursuant to the terms of the Agile Hudson Security Agreement, the Debtors granted a first-priority security interest in all of their assets, whether now owned or thereafter acquired, to Agile Hudson to secure the prompt payment and performance of the Company’s obligations under the Agile Hudson Note. The collateral subject to the security interest includes, but is not limited to, goods, inventory, machinery, and equipment; accounts, deposit accounts, and cash; intellectual property, and the equity interests held by the Company in the Guarantors. The Agile Hudson Security Agreement contains customary representations, warranties, and covenants. The security interests granted under the Agile Hudson Security Agreement rank pari passu in priority with the security interests previously established for the Company’s existing secured debt, which includes debt held by Leviston and FirstFire. FirstFire Securities Purchase Agreement On April 17, 2026, the Company entered into a Securities Purchase Agreement (the “FirstFire SPA”), dated as of April 17, 2026, with FirstFire, pursuant to which the Company issued a secured promissory note in the aggregate principal amount of $275,000 (the “FirstFire Note”) to FirstFire. The FirstFire Note was issued with an original issue discount of $25,000, resulting in a purchase price of $250,000. As additional consideration, the Company issued 50,000 shares of common stock (the “FirstFire Commitment Shares”) to FirstFire on April 17, 2026. If, at any time after the date of the FirstFire SPA, the Company’s common stock would be deemed to be a “penny stock” as defined in Rule 3a51-1 under the Exchange Act, then the remaining FirstFire Commitment Shares held by FirstFire as of the Trigger Date (the “Remaining FirstFire Commitment Shares”) will automatically be deemed cancelled and extinguished and the Company will pay to FirstFire on the Trigger Date an amount in cash equal to the number of Remaining FirstFire Commitment Shares multiplied by $0.35 (subject to adjustment as set forth in the FirstFire SPA). Until the later of October 17, 2027, or the date that the FirstFire Note is extinguished in its entirety, FirstFire has a right of participation in any future Company equity or debt offering as set forth in the FirstFire SPA. FirstFire also has piggyback registration rights and “most favored nation” rights for so long as any obligations remain outstanding under the FirstFire Note. In order to ensure compliance with Nasdaq Listing Rule 5635(d), the Company agreed to seek stockholder approval, on or before October 17, 2027, to issue to FirstFire shares in excess of the Exchange Cap. The FirstFire SPA contains customary representations, warranties and covenants for a transaction of this type. Additionally, pursuant to the terms of the FirstFire SPA, the Company is subject to a negative covenant prohibiting the Company from effectuating or entering into any agreement involving a Variable Rate Transaction until the later of (i) October 17, 2027, or (ii) such time as the FirstFire Note is extinguished in its entirety. The transactions that were the subject of the FirstFire SPA closed on April 17, 2026. FirstFire Note The FirstFire Note carries a one-time guaranteed interest charge of 10% (equal to $27,500), which was earned in full upon issuance, and matures on April 17, 2027 (the “FirstFire Maturity Date”). The Company’s obligations under the FirstFire Note are secured by a security interest in the Company’s assets pursuant to the Security Agreement, dated as of April 17, 2026, by and between the registrant, the Guarantors, and FirstFire (the “FirstFire Security Agreement”). The FirstFire Note ranks pari passu with the Company’s existing secured debt held by Leviston and Agile Hudson. Beginning six months after the issuance date, FirstFire has the right to convert all or any portion of the outstanding principal and interest into shares of the Company’s common stock. The conversion price is a variable market price equal to 80% of the average of the three lowest volume-weighted average prices during the 15 trading days immediately preceding the conversion date, subject to a floor price of $0.10 per share. The FirstFire Note includes an equity blocker that prohibits FirstFire from owning more than 4.99% (or up to 9.99% upon notice) of the Company’s outstanding common stock. In addition, shares issuable under the FirstFire Note will be limited to the Exchange Cap unless the Company has received stockholder approval as set forth in the FirstFire SPA. The Company may prepay the FirstFire Note at any time prior to the FirstFire Maturity Date. Prepayment during the first 60 days requires a payment of 100% of the principal and interest; thereafter, the prepayment amount increases to 110%. Additionally, FirstFire has the right to require the Company to apply up to 100% of proceeds from future debt or equity financings to repay the FirstFire Note. 8 The FirstFire Note contains various restrictive covenants, including, but not limited to, prohibitions on effectuating Variable Rate Transactions or certain prohibited transactions, such as merchant cash advances, paying cash dividends or selling significant assets without consent. Events of default include, among others, failure to pay principal or interest, failure to deliver conversion shares, breach of covenants, and the restatement of certain financial statements. Upon an event of default, the FirstFire Note will become immediately due and payable, and the Company will pay the principal amount then outstanding, plus accrued interest (including any default interest, which will be the lesser of 18% per annum or the maximum amount permitted by law), multiplied by 150%. In addition, the principal balance of the FirstFire Note will increase by $5,000 monthly after an event of default until the FirstFire Note is repaid in its entirety. On April 17, 2026, the Company issued the FirstFire Note in favor of FirstFire pursuant to the terms of the FirstFire SPA. On May 28, 2026, the Company repaid the FirstFire Note in full, including all outstanding principal and guaranteed interest, in the aggregate amount of $302,500. As a result, the Company’s obligations under the FirstFire Note have been satisfied. FirstFire Security Agreement Pursuant to the terms of the FirstFire Security Agreement, the Debtors granted a first-priority security interest in all of their assets, whether now owned or thereafter acquired, to FirstFire to secure the prompt payment and performance of the Company’s obligations under the FirstFire Note. The collateral subject to the security interest includes, but is not limited to, goods, inventory, machinery, and equipment; accounts, deposit accounts, and cash; intellectual property, and the equity interests held by the Company in the Guarantors. The FirstFire Security Agreement contains customary representations, warranties, and covenants. The security interests granted under the FirstFire Security Agreement rank pari passu in priority with the security interests previously established for the Company’s existing secured debt, which includes debt held by Leviston and Agile Hudson. Venture Debt Loan On April 27, 2026, the Company entered into a Business Loan and Security Agreement (the “Venture Debt Agreement”), dated as of April 27, 2026, with Venture Debt, LLC (“Venture Debt”), pursuant to which Venture Debt provided the Company a loan in the principal amount of $1,000,000 (the “Venture Debt Loan”). The Company received net disbursement proceeds of $930,000 after deducting a $70,000 origination fee. The Venture Debt Loan carries a $450,000 interest expense, resulting in a total repayment obligation of $1,450,000. The Venture Debt Loan is scheduled to be repaid in 24 weekly installments of $60,417, beginning immediately following disbursement, with a maturity date of October 13, 2026. The annual percentage rate for the Venture Debt Loan is approximately 203.17%. The Company may prepay the Venture Debt Loan in whole or in part. If the Company elects to prepay the Venture Debt Loan in its entirety, it is entitled to a prepayment interest reduction percentage of 25%. This reduction applies only to the aggregate amount of unpaid interest remaining on the Venture Debt Loan at the time of prepayment. Notwithstanding this reduction, 75% of the remaining unpaid interest remains due and payable upon such prepayment. The Company may make partial prepayments, but such payments will not reduce the total interest expense over the life of the Venture Debt Loan. The Venture Debt Agreement contains customary representations, warranties and covenants for a transaction of this type. The Venture Debt Agreement also contains certain negative covenants that, among other things, restrict the Company’s ability to incur additional indebtedness. Specifically, the Company is prohibited from entering into any loan agreement or arrangement involving the sale or assignment of its future receipts (such as merchant cash advances) with any party other than Venture Debt, if such arrangement carries an interest rate greater than 10%. These restrictions are subject to certain exceptions, including the following: ● Conventional bank loans and bank financing arrangements are permitted; and ● Financing arrangements are permitted provided that the proceeds are used to repay Venture Debt in full at the closing of such financing and prior to the release of any funds to the Company. Pursuant to the terms of the Venture Debt Agreement, Venture Debt can impose a $145,000 fee for each violation of this provision. 9 The Venture Debt Agreement contains comprehensive events of default provisions. In addition to customary defaults, such as non-payment and breaches of representations or warranties, the Venture Debt Agreement includes several restrictive triggers, including the following: ● A default occurs if the Company’s indebtedness to other lenders could potentially be accelerated, or if the Company defaults on any other existing or future agreement with Venture Debt. ● The filing of any federal or state tax liens, or the entry of a judgment exceeding 15 days without satisfaction or stay, constitutes a default. ● Defaults are triggered by any material change in ownership or organizational structure, the death or dissolution of key control persons (including 10% stockholders), or the cessation of a substantial part of the Company’s current business. ● Venture Debt may declare a default if it believes in good faith that the prospect of payment or performance is impaired, or if a material adverse change in the Company’s business or financial condition occurs. ● Taking additional financing, such as credit card advances or additional working capital loans without Venture Debt’s prior written consent, is an express event of default. Upon the occurrence of an event of default under the Venture Debt Agreement, Venture Debt may, without notice or demand: ● Cease further loan advances and debit due amounts directly from the Company’s accounts; ● Declare all outstanding obligations immediately due and payable; ● Take possession of, assemble, and sell the collateral at public or private sale; ● Appoint a receiver to manage the collateral and collect revenues; and ● Seek a deficiency judgment against the Company or any guarantors if collateral proceeds are insufficient to satisfy the debt. Venture Debt’s remedies are cumulative and may be exercised singularly or concurrently. Michael D. Farkas, the Company’s Chief Executive Officer, Chairman of the Board of Directors and a significant stockholder, personally guaranteed the Company’s obligations under the Venture Debt Agreement. The Venture Debt Loan is secured by a security interest in all of the Company’s and Mr. Farkas’ assets and personal property. May 2026 SPA On May 25, 2026, the Company entered into a securities purchase agreement (the “May 2026 SPA”) with an institutional investor. Pursuant to the May 2026 SPA, the Company agreed to sell to the investor, and the investor agreed to purchase from the Company, in a private placement offering, an aggregate of 10,000,000 shares of the Company’s common stock at a purchase price of $0.64 per share, for aggregate gross proceeds of $6,400,000. The offering closed on May 27, 2026, upon satisfaction of customary closing conditions. The Company intends to use the net proceeds from the private placement to support continued growth across its operating segments, strengthen working capital, accelerate strategic expansion initiatives, and eliminate $2,415,666 of convertible debt. Pursuant to the May 2026 SPA, the Company agreed to file a resale registration statement with the Securities and Exchange Commission (the “SEC”) to register the issued shares for resale. The Company agreed to file the registration statement as soon as practicable (and in any event within 10 calendar days of the May 2026 SPA), and to use commercially reasonable efforts to have such registration statement declared effective within 30 days after its filing, or 60 days in the event of a review by the SEC. The May 2026 SPA provides that, for a period commencing upon the signing of the May 2026 SPA until 30 days after the effective date of the registration statement, neither the Company nor any of its subsidiaries shall (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any common stock or common stock equivalents, or (ii) file any registration statement or any amendment or supplement thereto. The restrictions are subject to certain exceptions as described in the May 2026 SPA. Further, for a period of 60 days following the effective date of the registration statement, the Company is also prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its subsidiaries of common stock or common stock equivalents (or a combination of units thereof) involving an at-the-market offering or a Variable Rate Transaction, as defined in the May 2026 SPA. 10 In addition, each of the Company’s directors and executive officers entered into a lock-up agreement (the “Lock-Up Agreement”) pursuant to which they agreed not to offer, sell, contract to sell, hypothecate, pledge or otherwise dispose any shares of common stock for a period of 60 days following the effective date of the registration statement, subject to certain customary exceptions. On May 25, 2026, in connection with the private placement offering, the Company entered into a Placement Agency Agreement (the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (the “Placement Agent”). The Company agreed to pay the Placement Agent an aggregate cash fee equal to 7.0% of the aggregate gross proceeds of the private placement offering and agreed to reimburse the Placement Agent for up to $60,000 in expenses. The shares were not registered under the Securities Act and were offered pursuant to an exemption from the registration requirements of the Securities Act provided under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act. June 2026 SPA On June 16, 2026, the Company entered into a Stock Purchase Agreement (the “June 2026 SPA”) with Michael D. Farkas, the Company’s Chief Executive Officer and Executive Chairman and a significant stockholder of the Company. Pursuant to the terms of the June 2026 SPA, the Company agreed to issue 260,000 shares of common stock to Mr. Farkas at a price per share of $0.386, for an aggregate purchase price of $100,360 (the “Purchase Price”). In lieu of delivering the Purchase Price, Mr. Farkas absolved the Company of liabilities totaling $100,360 owed to Mr. Farkas pursuant to that certain promissory note, dated March 7, 2024, issued by the Company in favor of Mr. Farkas (the “2024 Note”). On June 16, 2026, the Company and Mr. Farkas agreed to terminate the 2024 Note upon the agreement to issue, on June 16, 2026, 260,000 shares of the Company’s common stock pursuant to the June 2026 SPA. Avanza MCA On June 30, 2026, the Company entered into a Standard Merchant Cash Advance Agreement (the “Avanza MCA”) with Avanza Capital Holdings, LLC (“Avanza”). Pursuant to the terms of the Avanza MCA, the Company sold to Avanza $1,499,900 of the Company’s future accounts, contract rights, and other obligations arising from or relating to the payment of monies from the Company’s customers (the “Receivables Purchased Amount”) for a purchase price of $1,000,000. The net funds provided to the Company totaled $940,000, following the deduction of an underwriting and program fee of $60,000. As consideration, the Company is required to remit to Avanza a specified percentage of 25% of the Company’s daily settlements and receivables until the Receivables Purchased Amount is delivered in full. The Avanza MCA establishes an initial estimated periodic payment of $62,496 to be collected via automated clearing house debit from a designated depository account every Tuesday, subject to reconciliation protocols based on the Company’s actual volume of receipts. The total amount collected by Avanza toward the Receivables Purchased Amount during any specific month is capped at $268,732, subject to certain conditions and default exclusions. The Company may prepay the outstanding balance of the Receivables Purchased Amount at any time without penalty. The Company’s obligations under the Avanza MCA are secured by a first priority security interest in all of the Company’s present and future accounts, deposit accounts, accounts receivable, chattel paper, documents, equipment, general intangibles, instruments, inventory, and all proceeds thereof. The Avanza MCA contains customary representations, warranties, covenants, and events of default. Upon the occurrence of an Event of Default (as defined in the Avanza MCA), Avanza may invoke specified protections, including declaring the full uncollected Receivables Purchased Amount plus all fees immediately due and payable, enforcing its security interest in the collateral, and electing to recover 25% of the unpaid balance as liquidated damages for collection expenses. In connection with entry into the Avanza MCA, Mr. Farkas, the Company’s Chief Executive Officer, Chairman of the Board of Directors and a significant stockholder of the Company, personally guaranteed the full and prompt performance of all representations, warranties, and covenants made by the Company under the Avanza MCA. Securities Purchase Agreement On July 24, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”). Pursuant to the Purchase Agreement, the Company agreed to sell, and the Investor agreed to purchase, a senior secured convertible note of the Company, in the aggregate original principal amount of $2,000,000 (the “Note”), which is convertible into shares of common stock of the Company (the “Conversion Shares”). The closing of the transaction contemplated under the Purchase Agreement occurred on July 24, 2026. Upon the closing, the Company issued the Note and received gross proceeds of approximately $1.8 million. The Company intends to use the net proceeds from the sale of the Note for general corporate purposes and working capital requirements. Pursuant to the Purchase Agreement, the Company agreed not to issue any equity, equity-linked securities, debt or preferred shares in any Subsequent Placement (as defined in the Purchase Agreement) so long as the Note is outstanding, subject to certain exceptions. The Company also agreed to provide the Investor with a right of participation in 100% of any Subsequent Placement until the later of the four-month anniversary of the closing date and the date the Note is no longer outstanding. 11 Note The Note bears interest at a rate of 12% per annum and will mature on October 24, 2026. From and after the occurrence and during the continuance of any Event of Default (as defined in the Note), the interest rate will increase by 9% until such Event of Default is subsequently cured. The maturity date may be extended for an additional three months by mutual written consent of the Company and the Investor or at the option of the Investor, subject to the terms of the Note. On the maturity date, the Company shall pay to the Investor an amount in cash representing the sum of (i) 50% of all outstanding principal (the “Payment Premium”), (ii) all outstanding principal, and (iii) all accrued and unpaid interest and Late Charges (as defined in the Note) on such principal and interest. The Note is convertible at the option of the Investor into Conversion Shares at a fixed conversion price equal to $0.75 per share. The Company may, at any time and with 30 days’ prior notice, redeem all of the outstanding amount then remaining under the Note for cash in an amount equal to the sum of (i) the Payment Premium, (ii) all outstanding principal, and (iii) all accrued and unpaid interest and Late Charges on such principal and interest as of the applicable redemption date. Pursuant to the Note, if the Company shall determine to prepare and file with the Securities and Exchange Commission a registration statement or offering statement of any of its equity securities (other than on Form S-4 or Form S-8), then the Company shall deliver to the Investor a written notice of such determination and, if within 15 days after the date of the delivery of such notice, the Investor shall so request in writing, the Company shall include in such registration statement or offering statement all or any number of Conversion Shares and/or any capital stock of the Company issued or issuable with respect to the Conversion Shares or the Note as requested by the Investor. The Note is secured by the collateral set forth in the Security and Pledge Agreement (as defined below) and is guaranteed by each of the Company’s subsidiaries pursuant to a Guaranty (the “Guaranty”). Security and Pledge Agreement In connection with the Purchase Agreement and the Note, on July 24, 2026, the Company, certain subsidiaries of the Company (each a “Grantor” and together with the Company, collectively, the “Grantors”) and the Investor also entered into a security and pledge agreement (the “Security and Pledge Agreement”). Pursuant to the Security and Pledge Agreement, the Grantors have granted a security interest in the Collateral (as defined in the Security and Pledge Agreement), which includes substantially all of the assets of the Company. Financial Overview For the three months ended June 30, 2026 and 2025, we generated revenues of $27,747,948 and $19,691,568, respectively, and reported a net loss of $6,613,514 and $36,133,275, respectively. For the six months ended June 30, 2026 and 2025, we generated revenues of $48,807,078 and $35,964,241, respectively, and reported a net loss of $17,380,006 and $45,071,274, respectively, and cash flows used in operating activities of $4,635,804 and $6,336,312, respectively. As noted in our unaudited condensed consolidated financial statements, as of June 30, 2026, we had an accumulated deficit of $171,454,754. Results of Operations The following table sets forth our results of operations for the three months and six months ended June 30, 2026 and 2025: Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Revenues $ 27,747,948 $ 19,691,568 $ 48,807,078 $ 35,964,241 Cost of sales 25,792,310 18,121,752 45,139,730 33,876,456 Operating expenses 6,047,468 31,779,768 16,781,948 37,318,273 Depreciation and amortization 335,382 555,752 1,406,455 1,289,088 Loss from operations (4,427,212 ) (30,765,704 ) (14,521,055 ) (36,519,576 ) Other expense (2,197,490 ) (5,367,571 ) (2,870,139 ) (8,551,698 ) Net loss $ (6,624,702 ) $ (36,133,275 ) $ (17,391,194 ) $ (45,071,274 ) 12 For the three months ended June 30, 2026 compared to the three months ended June 30, 2025 Revenues Revenues for the three months ended June 30, 2026 increased significantly compared to the three months ended June 30, 2025. This growth was primarily attributable to a rise in gallons delivered as well as an uptick in the average price per gallon. Several factors contributed to this performance: 1. Expanded Customer Base. The 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 customers. 2. Fleet Partnerships. Strategic partnerships with commercial fleet operators continued to drive fueling volumes. These partnerships often involve recurring, contracted deliveries that provide a stable, predictable revenue stream. As more fleet operators adopt on-demand fueling to reduce downtime and optimize logistics, NextNRG benefits from increased, repeat business. 3. Enhanced Technology & Marketing. Ongoing enhancements to the NextNRG mobile application—including user interface improvements and expanded scheduling features—improved the customer experience and streamlined order placement. Coupled with targeted marketing campaigns, these tech and branding initiatives boosted visibility and encouraged higher consumer adoption rates, further lifting revenues. Cost of Sales Cost of sales rose in the three months ended June 30, 2026, compared to the three months ended June 30, 2025, in line with higher sales volumes and expanded market coverage. Cost of sales increased 42.3%, outpacing the 40.9% increase in revenues, causing gross margin to decline to 7.05% for the three months ended June 30, 2026, from 7.97% for the three months ended June 30, 2025. Although gross profit increased in absolute dollars to $1,955,638 from $1,569,816, the decline in gross margin was primarily attributable to higher fuel acquisition and delivery costs, which rose faster than the average price per gallon realized on customer sales, together with a sales mix weighted toward lower-margin fuel deliveries. Operating Expenses We incurred operating expenses of $6,036,281 during the three months ended June 30, 2026, compared to $31,779,768 during the prior year, representing a decrease of $25,743,487. This decrease was primarily due to a decrease in stock-based compensation to employees and consultants from $25,499,097 during the three months ended June 30, 2025 to $1,396,757 during the three months ended June 30, 2026. Depreciation and Amortization Depreciation and amortization expense saw a decrease in the three months ended June 30, 2026, compared to the same period in 2025. This decrease was primarily due to the disposal of certain fixed assets between June 30, 2025 and June 30, 2026. 13 Other Expense Other expense consisted of the following for the three months ended June 30, 2026 and 2025: For the Three Months Ended Period-over-Period Changes June 30, (Decrease) Increase 2026 2025 $ Amount % Change Interest income $ 1 $ 41 $ (40 ) (97.56 )% Other income $ 75,250 86,363 (11,113 ) (12.87 )% Gain (loss) on settlement of liabilities $ 368,819 (1,134,944 ) 1,503,763 (132.50 )% Gain on sale of asset 37,169 - 37,169 100.00 % Interest expense (including amortization of debt discount) (2,678,729 ) (4,319,031 ) 1,640,302 (37.98 )% Total other expense - net (2,197,490 ) (5,367,571 ) 3,170,081 (59.06 )% The Company’s other expense, net, decreased in the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The primary drivers were an increase in gain (loss) on settlement of liabilities and a decrease in interest expense (including amortization of debt discount). Below is a detailed breakdown of the major components. Gain (Loss) on Settlement of Liabilities There was a gain on settlement of liabilities of $368,819 during the three months ended June 30, 2026, as compared to a loss on settlement of liabilities of $1,134,944 during the three months ended June 30, 2025. Interest Expense (including amortization of debt discount) There was a decrease of $1,640,302 in interest expense from $4,319,031 in the three months ended June 30, 2025 to $2,678,729 in the three months ended June 30, 2026. Interest expense in both periods was primarily due to: 1. Amortization of Debt Discount: The amortization of debt discount decreased due to the reduction in debt carrying large discounts. 2. Existing and New Borrowings: The interest expense recognized on outstanding debt instruments was lower than the three months ended June 30, 2025. Net Loss Three Months Ended Period-over-Period Changes June 30, Decrease 2026 2025 $ Amount % Change Net loss $ (6,624,702 ) $ (36,133,275 ) $ (29,508,573 ) (81.67 )% Our net loss decreased in the three months ended June 30, 2026, as a result of the categories discussed above. Overall, the increase in revenues, driven by both volume and pricing, showcased the Company’s successful market expansion and deepening fleet partnerships. While costs of sales naturally rose with higher delivery volumes, disciplined operational execution and strategic pricing helped improve gross profit and maintain steady operating costs to improve net loss. Ongoing cost-optimization initiatives further reduced operating expenses, though the Company continues to invest in talent and technology to fuel long-term growth. For the six months ended June 30, 2026 compared to the six months ended June 30, 2025 Revenues Revenues for the six months ended June 30, 2026 increased significantly compared to the six months ended June 30, 2025. This growth was primarily attributable to a rise in gallons delivered as well as an uptick in the average price per gallon. Several factors contributed to this performance: 1. Expanded Customer Base. The 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 customers. 14 2. Fleet Partnerships. Strategic partnerships with commercial fleet operators continued to drive fueling volumes. These partnerships often involve recurring, contracted deliveries that provide a stable, predictable revenue stream. As more fleet operators adopt on-demand fueling to reduce downtime and optimize logistics, NextNRG benefits from increased, repeat business. 3. Enhanced Technology & Marketing. Ongoing enhancements to the EzFill mobile application—including user interface improvements and expanded scheduling features—improved the customer experience and streamlined order placement. Coupled with targeted marketing campaigns, these tech and branding initiatives boosted visibility and encouraged higher consumer adoption rates, further lifting revenues. Cost of Sales Cost of sales rose in the six months ended June 30, 2026, compared to the six months ended June 30, 2025, in line with the higher sales volumes and expanded market coverage. Despite the increase in absolute costs, gross profit improved, reflecting disciplined pricing, higher-margin sales, and operational efficiencies. Key factors influencing cost of sales included: 1. Higher Fuel Volume. As overall demand increased, the Company purchased and delivered a greater volume of fuel. Although this drove up the total cost of sales, it remained proportionate to revenue growth, preserving gross margins. 2. Fuel Price Fluctuations. Commodity price swings can significantly affect fuel costs. However, the Company’s dynamic pricing strategies and supplier relationships helped ensure that these fluctuations did not adversely impact overall profitability. 3. Logistics & Delivery Costs. Expansion into new geographic areas required additional delivery routes and staffing. While these investments raised labor and transportation costs, they were essential for meeting growing customer demand. Improved driver efficiency and delivery scheduling helped partially offset the impact of these higher costs, contributing to the year-over-year improvement in gross profit. Operating Expenses We incurred operating expenses of $16,770,761 during the six months ended June 30, 2026, compared to $37,318,273 during the prior year, representing a decrease of $20,547,512. This decrease was primarily due to a $25,499,097 grant of stock-based compensation to employees and consultants during the six months ended June 30, 2025 compared to $9,256,434 during the six months ended June 30, 2026. Depreciation and Amortization Depreciation and amortization expense saw an increase in the six months ended June 30, 2026, compared to the same period in 2025. 15 Other Expense Other expense consisted of the following for the six months ended June 30, 2026 and 2025: For the Six Months Ended Period-over-Period Changes June 30, (Decrease) Increase 2026 2025 $ Amount % Change Interest income $ 3 $ 41 $ (38 ) (92.68 )% Other income 83,195 225,633 (142,438 ) (63.13 )% Gain (loss) on settlement of liabilities 368,819 (1,134,944 ) 1,503,763 (75.47 )% Gain on sale of asset 37,169 - 37,169 100.00 % Interest expense (including amortization of debt discount) (3,359,325 ) (7,642,428 ) 4,283,103 (56.04 )% Total other expense - net (2,870,138 ) (8,551,698 ) 5,681,560 (66.44 )% The Company’s other expense, net, decreased in the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The primary drivers were an increase in gain (loss) on settlement of liabilities and a decrease in interest expense (including amortization of debt discount). Below is a detailed breakdown of the major components. Gain (Loss) on Settlement of Liabilities There was a gain on settlement of liabilities of $368,819 during the six months ended June 30, 2026, as compared to a loss on settlement of liabilities of $1,134,944 during the six months ended June 30, 2025. Interest Expense (including amortization of debt discount) There was a decrease of $4,283,103 in interest expense from $7,642,428 in the six months ended June 30, 2025 to $3,359,325 in the six months ended June 30, 2026. Interest expense in both periods was primarily due to: 1. Amortization of Debt Discount: The amortization of debt discount decreased due to the reduction in debt instruments carrying large discounts. 2. Existing and New Borrowings: The interest expense recognized on outstanding debt instruments was lower than the six months ended June 30, 2025. Net Loss Six Months Ended Period-over-Period Changes June 30, Decrease 2026 2025 $ Amount % Change Net loss $ (17,391,194 ) $ (45,071,274 ) $ (27,680,080 ) (61.41 )% Our net loss decreased in the six months ended June 30, 2026, as a result of the categories discussed above. Overall, the increase in revenues, driven by both volume and pricing, showcased the Company’s successful market expansion and deepening fleet partnerships. While costs of sales naturally rose with higher delivery volumes, disciplined operational execution and strategic pricing helped improve gross profit and maintain steady operating costs to improve net loss. Ongoing cost-optimization initiatives further reduced operating expenses, though the Company continues to invest in talent and technology to fuel long-term growth. 16 Non-GAAP Financial Measures Adjusted EBITDA is a non-GAAP financial measure which we use in our financial performance analyses. This measure should not be considered a substitute for GAAP-basis measures, nor should it be viewed as a substitute for operating results determined in accordance with GAAP. We believe that the presentation of Adjusted EBITDA, a non-GAAP financial measure that excludes the impact of net interest expense, taxes, depreciation, amortization, impairment of goodwill, other intangibles and fixed assets, and stock compensation expense, provides useful supplemental information that is essential to a proper understanding of our financial results. Non-GAAP measures are not formally defined by GAAP, and other entities may use calculation methods that differ from ours for the purposes of calculating Adjusted EBITDA. As a complement to GAAP financial measures, we believe that Adjusted EBITDA assists investors who follow the practice of some investment analysts who adjust GAAP financial measures to exclude items that may obscure underlying performance and distort comparability. The following is a reconciliation of net loss to the non-GAAP financial measure referred to as Adjusted EBITDA for the three and six months ended June 30, 2026 and 2025: Three Months Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Net loss $ (6,624,702 ) $ (36,133,275 ) $ (17,391,194 ) $ (45,071,274 ) Interest expense 2,678,729 4,319,031 3,359,325 7,642,428 Depreciation and amortization 335,382 555,752 1,406,455 1,289,088 Stock-based compensation 1,396,748 25,499,097 9,256,435 25,499,097 Adjusted EBITDA $ (2,213,843 ) $ (5,759,395 ) $ (3,368,979 ) $ (10,640,661 ) Liquidity and Capital Resources Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. We had cash of $883,696 and $384,140 as of June 30, 2026 and 2025, respectively. Cash Flow Activities Our cash balances at June 30, 2026 and December 31, 2025 were as follows: Period-over-Period Changes Increase June 30, 2026 December 31, 2025 $ Amount % Change Cash and cash equivalents $ 883,696 $ 384,140 $ 499,556 130.05 % Cash and cash equivalents increased $499,556, or 130.05%, from December 31, 2025 to June 30, 2026. The primary drivers of this increase were the Company’s financing via the sale of stock and new promissory notes. 17 Operating Activities Net cash used in operating activities was $4,567,606 for the six months ended June 30, 2026, primarily composed of the net loss of $17,391,194, offset by non-cash adjustments for a net amount of $12,823,588, most notably including an expense of $9,256,434 related to stock issued for services. Net cash used in operating activities was $6,336,312 for the six months ended June 30, 2025, primarily composed of the net loss of $45,071,274, offset by non-cash adjustments for a net amount of $38,734,962. Investing Activities Net cash provided by investing activities for the six months ended June 30, 2026 and 2025 was $57,875 and $531,850, respectively, related to cash proceeds received as part of the sale of vehicles. Financing Activities We generated $5,077,485 of cash flows from financing activities during the six months ended June 30, 2026, including net proceeds from offerings of $7,302,455 after cash paid for offering costs, as well as proceeds from notes payable of $6,912,081, offset by repayments of $7,565,592 and repayments of $915,507 on financing lease liabilities. We generated $6,845,183 of cash flows from financing activities during the six months ended June 30, 2025, including net proceeds from offerings of $13,669,129 after offering costs, and $11,468,849 in proceeds from notes payable offset by $18,292,795 in repayments. Sources of Capital The Company has sustained net losses since inception and does not have sufficient revenues and income to fully fund its operations. As a result, the Company has relied on equity and debt financings to fund its activities to date. For the six months ended June 30, 2026, the Company had a net loss of $17,380,007. At June 30, 2026, the Company had an accumulated deficit of $171,465,942. The Company anticipates that it will continue to generate operating losses and use cash in operations through the foreseeable future. Historical Operating Performance and Financing Since inception, the Company has incurred net losses and has not generated sufficient revenues or positive operating income to independently fund our operations. Consequently, we have depended on equity and debt financings—including those from related parties—to finance our activities and support our growth initiatives. This reliance on external funding has been critical for maintaining day-to-day operations, expanding our service capacity, and investing in technology and assets. However, it has also introduced risks related to interest expense, equity dilution, and dependency on the availability of future financing. Current Liquidity Position Our liquidity position primarily reflects a combination of cash on hand and available debt arrangements. Despite recent improvements in cash balances due to targeted financing activities, we continue to face challenges in achieving sustainable cash flow from operations. The timing of expenditures and capital outlays, coupled with the inherent volatility in revenue generation in our industry, adds to the uncertainty of our liquidity profile. Debt Obligations and Capital Expenditures A significant portion of our near-term cash outflows is attributable to scheduled debt repayments and interest expense, including higher financing costs incurred from default penalty interest and increased debt discount amortization. Additionally, as we invest in capital expenditures—such as the purchase of new delivery vehicles and technology enhancements—to support expansion into new markets, our cash requirements remain elevated. These commitments, while essential for long-term growth, further strain our liquidity in the short term. 18 Reliance on External Financing Given the current financial dynamics, we have continually relied on external sources of capital. Our funding strategies have included: ● Equity Issuances: Raising capital through the sale of common or preferred shares, including convertible securities from related parties. ● Debt Financings: 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. Outlook and Mitigating Actions In light of these challenges, we continue to closely monitor our liquidity position and are exploring multiple avenues to secure additional funding. These include: ● Negotiating more favorable terms on existing and future debt. ● Identifying new equity partners or investors. ● Optimizing working capital through tighter control of receivables, payables, and inventory management. While these efforts are underway, our ability to meet operational and financial obligations over the next 12 months remains subject to significant uncertainty. Investors and stakeholders should be aware of the risks associated with our current liquidity and capital structure, and the potential need for additional financing that could result in further dilution or increased debt service obligations. Going Concern Qualification As reflected in the accompanying unaudited condensed consolidated financial statements, for the six months ended June 30, 2026, the Company had: ● Net loss available to common stockholders of $17,512,623; and ● Net cash used in operations was $4,567,606. Additionally, at June 30, 2026, the Company had: ● Accumulated deficit of $171,454,754; ● Stockholders’ deficit of $21,311,533; and ● Working capital deficit of $25,605,123. 19 The Company anticipates that it will need to raise additional capital immediately in order to continue to fund its operations. The Company has relied on related parties for the debt-based funding of its operations. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its initiatives or attain profitable operations. The Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. The Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including the Company’s ability to successfully expand to new markets, competition, and the need to enter into collaborations with other companies or acquire other companies to enhance or complement its product and service offerings. There can be no assurances that financing will be available on terms which are favorable, or at all. If the Company is unable to raise additional funding to meet its working capital needs in the future, it will be forced to delay, reduce, or cease its operations. We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company had cash on hand of $883,696 at June 30, 2026. The Company has historically incurred significant losses since inception and has not demonstrated an ability to generate sufficient revenues from the sales of its products and services to achieve profitable operations. In making this assessment, we performed a comprehensive analysis of our current circumstances including our financial position, our cash flows and cash usage forecasts for the twelve months ending June 30, 2027, and our current capital structure including equity-based instruments and our obligations and debts. These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these financial statements are issued. The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Management is actively pursuing strategies to enhance revenue generation, improve operational efficiencies, and secure additional financing on more sustainable terms. We are evaluating various initiatives, including cost-containment measures, operational improvements, and strategic partnerships, with the aim of transitioning to positive cash flow from operations. However, there remains a risk that these strategies may not yield the desired outcomes in the near term. Management’s strategic plans include the following: ● Expand into new and existing markets (commercial and residential); ● Obtain additional debt and/or equity based financing for growth; ● Collaborations with other operating businesses for strategic opportunities; and ● Acquire other businesses to enhance or complement our current business model while accelerating our growth. Off-Balance Sheet Financing Arrangements We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets. Critical Accounting Policies and Estimates Management’s discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which were prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions for the reported amounts of assets, liabilities, revenue, and expenses. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, and those differences may be material. 20 While our significant accounting policies are more fully described in Note 2 — Summary of Significant Accounting Policies of the Notes to Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q, 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. Principles of Consolidation The condensed 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 the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 810, “Consolidation”. In accordance with ASC 810-10, consolidation applies to: ● Entities with more than 50% voting interest, unless control is not with the Company; and ● Variable 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. All intercompany transactions and balances are eliminated in consolidation per ASC 810-10-45. The Company continuously evaluates its investments and relationships to assess consolidation requirements. Business Combinations, Asset Acquisitions, and Reverse Acquisitions The Company accounts for acquisitions in accordance with ASC 805, “Business Combinations,” and applicable SEC reporting requirements under Regulation S-X, Rule 3-05 and Regulation S-K, Items 101 and 303. Transactions qualifying as business combinations are accounted for under the acquisition method, while those classified as asset acquisitions follow the guidance in ASC 805-50. Additionally, the Company evaluates whether a transaction qualifies as a reverse acquisition under ASC 805-40 and applies the appropriate accounting and disclosure requirements. Business Combinations For transactions classified as business combinations, the Company: ● Recognizes and measures identifiable assets acquired, liabilities assumed, and noncontrolling interests at their fair values at the acquisition date (ASC 805-20-25-1). ● Records 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). ● Expenses acquisition-related costs as incurred, per ASC 805-10-25-23. ● Uses 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. Significant judgments in fair value determinations include: ● Intangible asset valuations, based on estimates of future cash flows and discount rates. ● Useful life assessments, impacting amortization and financial results. ● Contingent consideration, which is remeasured at fair value through earnings per ASC 805-30-35-1. For SEC registrants, Regulation S-X, Rule 3-05 may require audited financial statements of the acquired business if the acquisition is significant. The determination of significance follows Rule 1-02(w) of Regulation S-X, which considers investment, asset, and income tests. 21 Asset Acquisitions For transactions classified as asset acquisitions under ASC 805-50, the Company: ● Applies 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). ● Allocates the purchase price using a cost accumulation model, assigning costs to acquired assets based on their relative fair values (ASC 805-50-30-3); And ● 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 classification between business combinations and asset acquisitions requires significant judgment, particularly when applying the screen test. Incorrect classification can materially impact: ● The recognition of goodwill (only in business combinations). ● The measurement and presentation of acquired assets and assumed liabilities; and ● The Company’s financial position and results of operations. Regulatory and Financial Reporting Considerations For SEC registrants, acquisitions may trigger additional disclosure and reporting requirements: ● Regulation S-X, Rule 3-05: Requires separate financial statements of the acquired business if it meets significance thresholds under Rule 1-02(w). ● Regulation S-K, Item 101: Requires disclosure of the impact of material acquisitions on the Company’s business operations. ● Regulation 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. ● Regulation S-X, Article 11: Requires pro forma financial statements if the acquisition is significant. ● Form 8-K, Item 2.01: Immediate reporting requirements for material acquisitions, including reverse mergers. The Company continuously evaluates acquisitions, including reverse acquisitions, to ensure proper classification and compliance with ASC 805, SEC reporting requirements, and regulatory guidance. Segment Reporting The Company follows ASC 280, Segment Reporting, which requires public entities to report financial and descriptive information about their reportable operating segments. ASC 280-10-50-1 states that an operating segment is a component of a public entity that: ● Engages in business activities from which it may earn revenues and incur expenses; ● Has operating results that are regularly reviewed by the Company’s chief operating decision maker (“CODM”), which is our Chief Executive Officer, to make decisions about resource allocation and performance assessment; and ● Has discrete financial information available. 22 Under ASC 280-10-50-5, a public entity is required to report separately only those operating segments that meet certain quantitative thresholds. However, as specified in ASC 280-10-50-11, if a company’s business activities are managed as a single operating segment and reviewed on a consolidated basis, the company may report as a single segment. The Company has determined that it operates as two reportable segments, as its CODM reviews the business based on these two distinct business components. Application of ASU 2023-07 – Segment Reporting In October 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which enhances segment disclosures by requiring public entities to disclose significant segment expenses that are regularly provided to the CODM and used in assessing segment performance and resource allocation. The adoption of ASU 2023-07 did not have a material impact on the Company’s condensed consolidated financial statements. Use of Estimates and Assumptions The preparation of financial statements in conformity with U.S. 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. In 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. The Company bases its estimates on historical experience, industry trends, and other relevant factors, incorporating both quantitative and qualitative assessments that it believes are reasonable under the circumstances. Significant estimates for the three and six months ended June 30, 2026, and 2025, respectively, include: ● Allowance for doubtful accounts and other receivables ● Inventory reserves and classifications ● Valuation of loss contingencies ● Valuation of stock-based compensation ● Estimated useful lives of property and equipment ● Impairment of intangible assets ● Implicit interest rate in right-of-use operating leases ● Uncertain tax positions ● Valuation allowance on deferred tax assets 23 Risks and Uncertainties The Company operates in a highly competitive industry that is subject to intense market dynamics, shifting consumer demand, and economic fluctuations. The Company’s operations are exposed to significant financial, operational, and strategic risks, including potential business disruptions, supply chain constraints, and liquidity challenges. In accordance with ASC 275, “Risks and Uncertainties,” the Company evaluates and discloses risks that could materially affect its financial condition, results of operations, and business outlook. Key factors contributing to variability in sales and earnings include: 1. Industry Cyclicality (ASC 275-10-50-6) – The Company’s financial performance is affected by industry trends, seasonality, and shifts in market demand. 2. 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. 3. Pricing 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. Given these uncertainties, the Company faces challenges in accurately forecasting financial performance and may experience material risks affecting liquidity, business continuity, and long-term strategic growth. The Company continuously assesses these risks and implements measures to mitigate their potential impact. Fair Value of Financial Instruments The Company accounts for financial instruments in accordance with ASC 820, Fair Value Measurements, which establishes a framework for measuring fair value and requires related disclosures. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the Company’s principal market or, if none exists, the most advantageous market for the asset or liability. Fair Value Hierarchy ASC 820 requires the use of observable inputs whenever available and establishes a three-tier hierarchy for measuring fair value: ● Level 1 – Quoted market prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 – Observable inputs other than quoted prices in active markets, such as quoted prices for similar assets and liabilities or inputs that are directly or indirectly observable. ● Level 3 – Unobservable inputs that require significant judgment, including management assumptions and estimates based on available market data. The classification of an asset or liability within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. Level 3 valuations generally require more judgment and complexity, often involving a combination of cost, market, or income approaches, as well as assumptions about market conditions, pricing, and other factors. Fair Value Determination and Use of External Advisors The Company assesses the fair value of its financial instruments and, where appropriate, may engage external valuation specialists to assist in determining fair value. While management believes that recorded fair values are reasonable, they may not necessarily reflect net realizable values or future fair values. Financial Instruments Carried at Historical Cost The Company’s financial instruments—including cash, accounts receivable, accounts payable, and accrued expenses (including related party balances)— are recorded at historical cost. As of June 30, 2026 and December 31, 2025, respectively, the carrying amounts of these instruments approximated their fair values due to their short-term maturities. 24 Fair Value Option Under ASC 825 ASC 825-10, Financial Instruments, permits entities to elect the fair value option for certain financial assets and liabilities. This election is made on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If elected, unrealized gains and losses are recognized in earnings at each reporting date. The Company has not elected the fair value option for any of its outstanding financial instruments. Cash and Cash Equivalents and Concentration of Credit Risk For purposes of the condensed consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. Investments The Company accounts for available-for-sale (“AFS”) debt securities in accordance with FASB ASC 320, Investments—Debt and Equity Securities. These securities are recorded at fair value, with unrealized gains and losses recognized as a component of other comprehensive income (OCI) unless deemed other-than-temporary, per ASC 320-10-35-1. Recognition of Gains, Losses, and Amortization ● Realized gains and losses, including impairments, are recorded in net income in accordance with ASC 320-10-35-25. ● Cost basis for sales is determined using the first-in, first-out (“FIFO”) method, per ASC 320-10-35-4. ● Premiums and discounts on AFS debt securities are amortized using the straight-line method over the security’s life, in accordance with ASC 320-10-35-10. Impairment Assessment The Company evaluates AFS debt securities for other-than-temporary impairment (“OTTI”) in accordance with ASC 320-10-35-33 to 35. The assessment considers: ● The extent and duration of declines in fair value below amortized cost, ● The financial condition and creditworthiness of the issuer, and ● The Company’s intent and ability to hold the security until recovery. If an OTTI is identified, the impairment loss is recognized in earnings as the difference between the amortized cost and the fair value of the security, per ASC 320-10-35-34. The new fair value becomes the adjusted cost basis, and subsequent recoveries are not recognized in earnings (ASC 320-10-35-35). Accounts Receivable The 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). The Company extends credit to customers based on an evaluation of their financial condition and other factors. The Company does not require collateral, and interest is not accrued on overdue accounts receivable (ASC 310-10-45-4). 25 Allowance for Doubtful Accounts Management periodically assesses the collectability of accounts receivable and establishes an allowance for doubtful accounts as needed. The allowance is determined based on: ● A review of outstanding accounts; ● Historical collection experience; and ● Current economic conditions (ASC 310-10-35-9). Accounts deemed uncollectible are written off against the allowance when determined to be uncollectible (ASC 310-10-35-10). Applicability of ASC 326 The Company has assessed the applicability of ASC 326, Financial Instruments—Credit Losses, which requires an expected credit loss model for financial assets measured at amortized cost. However, ASC 326 primarily applies to financial institutions and entities with long-term financing receivables. Since the Company’s accounts receivable are short-term trade receivables that do not meet the scope requirements of ASC 326-20-15-2, it continues to apply the incurred loss model under ASC 310 for estimating credit losses. Inventory The 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 FIFO method, as required by ASC 330-10-35-1. Inventory Valuation and Reserve Assessment Management assesses the recoverability of inventory each reporting period and establishes reserves for potential inventory write-downs when necessary. The Company evaluates factors such as: ● Market conditions affecting fuel prices, ● Net realizable value based on estimated selling price, and ● Inventory turnover trends (ASC 330-10-35-2). Concentrations The Company evaluates and discloses significant concentrations of risk in accordance with FASB ASC 275-10, Risks and Uncertainties. These risks may arise from customer concentrations, vendor reliance, geographic dependence, or other economic factors that could materially impact the Company’s financial position, results of operations, and cash flows. A concentration exists when a single customer, supplier, or market accounts for a significant portion (typically greater than 10%) of the Company’s total revenues, accounts receivable, or vendor purchases (ASC 275-10-50-16). Customer and Sales Concentrations The Company’s revenue stream may be dependent on a limited number of key customers. A loss of any significant customer, a decline in demand from such customers, or a deterioration in their financial condition could negatively impact the Company’s future revenues and profitability. 26 Accounts Receivable Concentrations The Company extends credit to customers based on their financial strength, payment history, and other relevant factors. A significant concentration of accounts receivable from a limited number of customers could expose the Company to credit risk and potential collection issues. The Company regularly evaluates the creditworthiness of its customers and may require advance payments, letters of credit, or other credit enhancements to mitigate risks. Vendor and Supplier Concentrations The Company relies on a limited number of vendors for certain key materials or services. A disruption in supply, changes in pricing, or financial instability of a major supplier could materially impact the Company’s ability to procure necessary materials, leading to increased costs, delays in production, or operational disruptions. The Company continuously assesses vendor relationships and explores alternative suppliers when necessary to mitigate supply chain risks. Property and Equipment Property and equipment are recorded at cost, net of accumulated depreciation, in accordance with ASC 360, “Property, Plant, and Equipment.” Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Repairs and maintenance expenditures that do not materially extend the useful life of an asset are expensed as incurred. Significant improvements or upgrades that increase the asset’s productivity, efficiency, or useful life are capitalized. Upon disposal or sale of property and equipment, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in the statement of operations, in accordance with ASC 360-10-40-5. The Company evaluates the carrying value of property and equipment whenever events or changes in circumstances indicate that the asset may be impaired. If impairment indicators exist, the Company assesses recoverability based on the undiscounted future cash flows expected from the use and disposition of the asset. If the carrying amount exceeds the estimated recoverable amount, an impairment loss is recognized in accordance with ASC 360-10-35-17. Impairment of Long-lived Assets including Internal Use Capitalized Software Costs The Company evaluates the recoverability of long-lived assets, including identifiable intangible assets and internal-use capitalized software costs, in accordance with FASB ASC 360-10-35-15, Impairment or Disposal of Long-Lived Assets. An impairment review is triggered when events or circumstances indicate that the carrying value of an asset group may not be recoverable. Factors considered include, but are not limited to: ● Significant changes in expected performance compared to prior forecasts; ● Changes in asset utilization, including discontinued or modified use; ● Negative industry or economic trends that impact asset value; and ● Strategic shifts in the Company’s business operations (ASC 360-10-35-21). Impairment Assessment Process When impairment indicators exist, the Company performs a recoverability test by comparing the undiscounted future cash flows expected to be generated from the use and ultimate disposition of the asset group to its carrying amount (ASC 360-10-35-17). ● If the undiscounted cash flows exceed the carrying amount, no impairment is recognized. ● If the undiscounted cash flows are less than the carrying amount, an impairment loss is recognized, measured as the excess of the carrying amount over the fair value of the asset (ASC 360-10-35-18). 27 Internal-Use Software Considerations For internal-use capitalized software, impairment is assessed under ASC 350-40-35, which requires evaluation when: Impairment Results For the three and six months ended June 30, 2026 and 2025, the Company did not record any impairment losses. Original Issue Discounts (“OIDs”) and Other Debt Discounts The Company accounts for OIDs and other debt discounts in accordance with FASB ASC 835-30, Interest—Imputation of Interest. These discounts are recorded as a reduction of the carrying amount of the related debt and are amortized to interest expense over the term of the debt using the effective interest method, unless the straight-line method is materially similar (ASC 835-30-35-2). OIDs For certain notes issued, the Company may provide the debt holder with an OID, which is recorded as a debt discount, reducing the face value of the note. The discount is amortized to interest expense over the term of the debt in the unaudited condensed consolidated statements of operations. Stock and Other Equity Issued with Debt The Company may issue common stock or other equity instruments in connection with debt issuance. When stock is issued, it is recorded at fair value and treated as a debt discount, reducing the carrying amount of the note. These discounts are amortized to interest expense over the life of the debt (ASC 470-20-25-2). The combined debt discounts, including OID and stock-related discounts, cannot exceed the face amount of the debt (ASU 2020-06). Debt Issuance Costs Debt issuance costs, including fees paid to lenders or third parties, are capitalized as a debt discount and amortized to interest expense over the life of the debt in accordance with ASC 835-30-45-1. These costs are presented as a direct deduction from the carrying amount of the debt liability rather than as a separate asset (ASC 835-30-45-3). Right of Use Assets and Lease Obligations The Company accounts for ROU assets and lease liabilities in accordance with FASB ASC 842, Leases. These amounts reflect the present value of the Company’s estimated future minimum lease payments over the lease term, including any reasonably certain renewal options, discounted using a collateralized incremental borrowing rate (ASC 842-20-30-1). 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 leases primarily consist of operating leases, which are included as ROU assets and operating lease liabilities on the condensed consolidated balance sheet. Short-Term Leases The 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 not recorded on the balance sheet. Instead, lease payments are expensed on a straight-line basis over the lease term. 28 Lease Term and Renewal Options In determining the lease term, the Company evaluates whether renewal options are reasonably certain to be exercised, as required by ASC 842-10-30-1. Factors considered include: ● The useful life of leasehold improvements relative to the lease term; ● The economic performance of the business at the leased location; ● The comparative cost of renewal rates versus market rates; and ● The presence of any significant economic penalties for non-renewal (ASC 842-10-55-26). 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. Discount Rate and Lease Liability Measurement Since 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). Lease Impairment In accordance with ASC 360-10-35, the Company evaluates ROU assets for impairment indicators whenever events or changes in circumstances suggest the carrying amount may not be recoverable. No impairments of ROU assets were recognized for the three and six months ended June 30, 2026, and 2025. See Note 7 for details on third-party and related-party operating leases. The Company recognizes revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers, as amended by ASU 2014-09. Under ASC 606, revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The Company generates revenue from mobile fuel sales, which can be purchased as a one-time transaction or through a monthly membership. Revenue from fuel sales is recognized at the time of delivery, and membership revenue is recognized at the end of each month, reflecting the satisfaction of the performance obligation over time within a one-month membership cycle. The Company follows the five-step revenue recognition model outlined in ASC 606-10-05-4: 1. Identify the Contract with a Customer A contract exists when the following criteria are met, per ASC 606-10-25-1: ● The contract creates enforceable rights and obligations between the Company and the customer. ● The contract has commercial substance (i.e., it affects the Company’s cash flows). ● The payment terms are identified, and the consideration is determinable. ● It is probable that the Company will collect the consideration in exchange for the goods or services transferred. 29 Contracts for mobile fuel sales and memberships meet these criteria. Collectability is assessed based on historical customer payment trends and credit risk in accordance with ASC 606-10-25-5. 2. Identify the Performance Obligations in the Contract A performance obligation is a distinct good or service promised in the contract that is both capable of being distinct and distinct in the context of the contract, per ASC 606-10-25-19. The Company has determined that its contracts, based on sales type, contain two distinct performance obligations: ● Fuel Sales – The delivery of fuel to a customer, with revenue recognized at the point of delivery. ● Membership 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. These performance obligations are not bundled or combined, as each service is separately identifiable, in accordance with ASC 606-10-25-22. 3. Determine the Transaction Price The transaction price is the amount of consideration the Company expects to receive in exchange for transferring goods or services to the customer, per ASC 606-10-32-2. The Company’s transaction price considerations include: ● Fixed consideration – Prices are clearly stated and do not vary based on performance. ● No variable consideration – The Company does not formally offer refunds, rebates, or pricing incentives. During the three and six months ended June 30, 2026 and 2025, respectively, the Company granted insignificant discounts of less than 1% of total revenues. ● No financing component – Payments are made upon fuel delivery or at the end of the monthly membership cycle, per ASC 606-10-32-15. 4. Allocate the Transaction Price to Performance Obligations For contracts with a single performance obligation, the entire transaction price is allocated to that obligation, per ASC 606-10-32-40. If a contract included multiple performance obligations, the transaction price would be allocated based on relative standalone selling prices (“SSP”) as required by ASC 606-10-32-28. The standalone selling price is determined based on observable sales data. The Company’s fuel sales and memberships each have a distinct standalone selling price, eliminating the need for allocation adjustments. 5. Recognize Revenue When (or As) Performance Obligations Are Satisfied Revenue is recognized at the point in time when control over a product or service is transferred to the customer, in accordance with ASC 606-10-25-30. ● Fuel Sales: Control transfers at the time of fuel delivery, at which point revenue is recognized. ● Membership Fees: Revenue is recognized over time within a one-month cycle, as customers receive continuous access to fuel delivery services throughout the month. The Company does not recognize revenue based on customer invoicing dates; instead, it ensures revenue recognition aligns with the actual satisfaction of performance obligations per ASC 606-10-25-31. 30 Principal vs. Agent Considerations In evaluating whether the Company acts as a principal or an agent in its fuel sales transactions, the Company applies the guidance in ASC 606-10-55-36 through 55-40. The Company has determined that it is the principal in these transactions based on the following factors: ● The Company controls the fuel before it is transferred to the customer. ● The Company has discretion in pricing, as it sets the selling price of fuel. ● The Company is responsible for fulfilling the obligation of delivering fuel to the customer. ● The Company is exposed to inventory risk, as it procures and holds fuel before sale. Based on these factors, the Company recognizes revenue on a gross basis, as it is the principal in fuel sales transactions in accordance with ASC 606-10-55-37A. Summary of Compliance with ASC 606 and ASU Updates Revenue Stream Performance Obligation Recognition Timing Consideration Type Fuel Sales Fuel Delivery At time of delivery Fixed price per gallon Membership Fees Monthly access to fuel services Over time (one-month cycle) Fixed monthly subscription Contract Liabilities (Deferred Revenue) Contract liabilities represent amounts received from customers before the satisfaction of performance obligations, which are subsequently recognized as revenue upon fulfillment. Under ASC 606-10-45-2, the Company discloses contract balances related to deferred revenue when applicable. Any prepayments received for fuel deliveries or memberships are classified as contract liabilities until revenue recognition criteria are met. Cost of Sales Cost of sales consists of direct expenses incurred in the delivery of the Company’s products and services. These costs primarily include: ● Fuel Costs – The cost of procuring fuel for resale, including fluctuations in market pricing, supplier agreements, and transportation expenses. ● Driver Wages and Benefits – Compensation, payroll taxes, and employee benefits associated with the Company’s delivery personnel. Cost of sales is recognized in the same period as the related revenue in accordance with FASB ASC 705, Cost of Sales and Services. The Company regularly evaluates its cost structure to ensure efficient fuel procurement and operational cost management. Fuel costs include all costs incurred to acquire fuel, including supporting transportation costs prior to delivery to customers. Fuel costs do not include any depreciation of property and equipment as there are no significant amounts that could be attributed to fuel costs. Accordingly, depreciation and amortization are separately classified in the condensed consolidated statements of operations and are not recorded in cost of sales. 31 Income Taxes The Company accounts for income taxes using the asset and liability method prescribed by FASB ASC 740, Income Taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of differences between the financial reporting and tax bases of assets and liabilities. These amounts are measured using enacted tax rates expected to apply in the periods when temporary differences reverse (ASC 740-10-30-8). The effect of a change in tax rates on deferred tax balances is recognized as income or expense in the period that includes the enactment date (ASC 740-10-45-4). Uncertain Tax Positions The Company evaluates uncertain tax positions in accordance with ASC 740-10-25, which requires that a tax position be recognized in the financial statements only if it is more likely than not (greater than 50% likelihood) to be sustained upon examination by tax authorities. As of June 30, 202 6 and December 31, 2025, respectively, the Company had no uncertain tax positions that qualified for recognition or disclosure in the financial statements (ASC 740-10-50-15). The Company also recognizes interest and penalties related to uncertain tax positions in other expense in the condensed consolidated statement of operations (ASC 740-10-45-25). No interest and penalties were recorded for the years ended December 31, 2025 and 2024. Valuation of Deferred Tax Assets The Company’s deferred tax assets include certain future tax benefits, such as net operating losses (NOLs), tax credits, and deductible temporary differences. Under ASC 740-10-30-5, a valuation allowance is required if it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. The Company reviews the realizability of deferred tax assets on a quarterly basis, or more frequently if circumstances warrant, considering both positive and negative evidence (ASC 740-10-30-16). Factors Considered in Valuation Allowance Assessment The Company evaluates multiple factors in determining whether a valuation allowance is necessary, including: ● Historical earnings trends (cumulative pre-tax income or losses in the most recent three-year period) ● Future financial projections, including expected taxable income based on long-term estimates of business performance and market conditions ● Statutory carryforward periods for net operating losses and other deferred tax assets ● Prudent and feasible tax planning strategies that could impact the realization of deferred tax assets ● Nature 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 risks While cumulative three-year losses are a strong indicator that a valuation allowance may be needed, ASC 740-10-30-23 states that a valuation allowance determination is not solely based on past losses—all available positive and negative evidence must be considered. Valuation Allowance Determination At June 30, 2026 and December 31, 2025, respectively, the Company recorded a full valuation allowance against its deferred tax assets, resulting in a net carrying amount of $0. This determination was based on cumulative losses in recent years and the lack of sufficient positive evidence to support the realization of deferred tax assets in the near term (ASC 740-10-30-24). The Company will continue to evaluate its valuation allowance each reporting period and will recognize deferred tax assets in the future if sufficient positive evidence emerges to support their realization. 32 Advertising Costs Advertising costs are expensed as incurred, in accordance with ASC 720-35, “Advertising Costs.” These costs are recognized as operating expenses in the period in which they are incurred and are classified within general and administrative expenses in the condensed consolidated statements of operations. The Company does not capitalize direct-response advertising costs, as they do not meet the criteria for deferral under ASC 720-35-25-1. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation,” using the fair value-based method. Under this guidance, compensation cost is measured at the grant date based on the fair value of the award and is recognized over the requisite service period, typically the vesting period. ASC 718 establishes accounting standards for transactions in which an entity exchanges its equity instruments for goods or services. It also applies to transactions where an entity incurs liabilities based on the fair value of its equity instruments or liabilities that may be settled using equity instruments. In compliance with ASU 2018-07, the Company applies the fair value method for equity instruments granted to both employees and non-employees, aligning non-employee share-based payment accounting with that of employees. The fair value of stock-based compensation is determined as of the grant date or the measurement date (i.e., when the performance obligation is completed) and is recognized over the vesting period in accordance with ASC 718. The Company determines the fair value of stock options using the Black-Scholes option pricing model, considering the following key assumptions: ● Exercise price – The agreed-upon price at which the option can be exercised. ● Expected dividends – The anticipated dividend yield over the expected life of the option. ● Expected volatility – Based on historical stock price fluctuations. ● Risk-free interest rate – Derived from U.S. Treasury securities with similar maturities. ● Expected life of the option – Estimated based on historical exercise patterns and contractual terms. Additionally, the Company follows the guidance under ASU 2016-09, which introduced amendments to simplify certain accounting aspects of share-based compensation, including: ● The treatment of tax benefits and tax deficiencies in income tax reporting. ● The option to recognize forfeitures as they occur rather than estimating them upfront. ● Cash flow classification for certain tax-related transactions. The 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. Stock Warrants In connection with certain financing transactions (debt or equity), consulting arrangements, or strategic partnerships, the Company may issue warrants to purchase shares of its common stock. These standalone warrants are not puttable or mandatorily redeemable by the holder and are classified as equity instruments in accordance with ASC 480, “Distinguishing Liabilities from Equity.” The fair value of warrants issued for compensation purposes is measured using the Black-Scholes option pricing model, consistent with the guidance in ASC 718-10-30. However, if warrants meet the definition of derivative liabilities under ASC 815, “Derivatives and Hedging,” fair value is determined using a binomial pricing model or other appropriate valuation techniques, as required by ASC 815-40-15. 33 Accounting Treatment of Warrants ● Warrants issued in conjunction with common stock issuance are initially recorded at fair value as a reduction in Additional Paid-In Capital (APIC), in accordance with ASC 815-40-25. ● Warrants issued for services are recorded at fair value and expensed over the requisite service period or immediately upon issuance if no service period exists, as per ASC 718-10-25. ● Warrants classified as liabilities due to settlement features or pricing adjustments are remeasured at fair value each reporting period, with changes recognized in earnings, following ASC 815-40-35. Basic and Diluted Earnings (Loss) per Share and Reverse Stock Split The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings Per Share.” The calculation of basic EPS follows the two-class method and is determined by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding, including certain other shares committed to be issued. Basic EPS Basic EPS is calculated using the two-class method, as prescribed by ASC 260-10-45-60, and is computed as follows: ● Net earnings available to common shareholders represent net earnings to common shareholders, adjusted for the allocation of earnings to participating securities. ● Losses are not allocated to participating securities in accordance with ASC 260-10-45-61. ● The 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. Diluted EPS Diluted EPS is calculated under both the two-class method and the treasury stock method, and the more dilutive result is reported, as required by ASC 260-10-45-45. ● Diluted EPS is computed by taking the sum of: ○ Net earnings available to common shareholders ○ Dividends on preferred shares ○ Dividends on dilutive mandatorily redeemable convertible preferred shares ○ Divided 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: ■ Stock options ■ Warrants ■ Convertible preferred stock ■ Convertible debt ● Preferred 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. Net Loss Per Share Considerations In computing net loss per share, unvested shares of common stock are excluded from the denominator, as required by ASC 260-10-45-48. 34 Participating Securities & Share-Based Compensation Restricted stock and RSUs granted as part of share-based compensation contain nonforfeitable rights to dividends and dividend equivalents, respectively. Therefore: ● Before 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. ● RSUs granted under an executive compensation plan, however, are not considered participating securities because the rights to dividend equivalents are forfeitable (ASC 718-10-25). Related Parties The Company defines related parties in accordance with ASC 850, “Related Party Disclosures,” and SEC 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 by, or are under common control with the Company. Related parties include, but are not limited to: ● Principal owners of the Company. ● Members of management (including directors, executive officers, and key employees). ● Immediate family members of principal owners and members of management. ● Entities affiliated with principal owners or management through direct or indirect ownership. ● Entities 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. A party is considered related if it has the ability to control or significantly influence the management or operating policies of the Company in a manner that could prevent either party from fully pursuing its own separate economic interests. The Company discloses all material related party transactions, including: ● The nature of the relationship between the parties. ● A description of the transaction(s), including terms and amounts involved. ● Any amounts due to or from related parties as of the reporting date. ● Any other elements necessary for a clear understanding of the transactions’ effects on the financial statements. Disclosures 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. ● See Note 1, which discusses the common control merger between the Company and Next Holding, on February 13, 2025. ● See Note 4 which includes accrued liabilities – related parties. ● See Notes 5 and 12 for a discussion of related party debt. ● See Note 7 regarding right-of-use operating lease with the Company’s former Chief Technology Officer. ● See Note 8 for a discussion of equity transactions with certain officers and directors. Recent Accounting Standards ASU 2023-07 – Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures 35 In November 2023, the FASB issued ASU 2023-07, which enhances disclosure requirements for reportable segments by: ● Requiring enhanced disclosures of significant segment expenses. ● Aligning segment reporting requirements with information regularly reviewed by management. The Company adopted ASU 2023-07 on January 1, 2024. The adoption did not have a material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Standards Not Yet Adopted ASU 2023-09 – Income Taxes (Topic 740): Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU 2023-09, which enhances income tax disclosure requirements by: ● Standardizing and disaggregating rate reconciliation categories. ● Requiring disclosure of income taxes paid by jurisdiction. This ASU is effective for annual periods beginning after December 15, 2024, and may be applied on a prospective or retrospective basis. Early adoption is permitted. The Company is currently assessing the impact of ASU 2023-09 on its income tax disclosures and reporting requirements. In 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. 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 flows. Other Accounting Standards Updates The FASB has issued various technical corrections and industry-specific updates that are not expected to have a material impact on the Company’s condensed consolidated financial position, results of operations, or cash flows. These reclassifications had no impact on the Company’s condensed consolidated results of operations, stockholders’ equity, or cash flows. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. ITEM 4. CONTROLS AND PROCEDURES Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this quarterly report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. As of June 30, 2026, we conducted an evaluation, under supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) promulgated pursuant to the Exchange Act. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at a reasonable assurance level as of June 30,2026. Changes in Internal Control Over Financial Reporting There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 of the Exchange Act that occurred during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. 36 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS From time to time, we are involved in various claims and legal actions arising in the ordinary course of business. To the knowledge of our management, except as set forth below, there have been no material changes to the legal proceedings disclosed in Part I, Item 3 of Amendment No. 1 to our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2025 , as the same may be updated from time to time. NEXT/INGLE HOLDINGS, LLC, a Delaware limited liability company, and NEXT NRG OPS, LLC, f/k/a NEXTNRG, LLC, a Delaware limited liability company v. GSPP HOLDCO III, LLC, a New York limited liability company and GREEN STREET POWER PARTNERS, LLC, a New York limited liability company, currently pending in the United States District Court Southern District of New York, Case No. 1:25-cv-9836 This litigation was filed by the Company’s subsidiary NEXT/INGLE HOLDINGS, LLC (“Next/Ingle”)and NEXT NRG OPS, LLC, f/k/a NEXTNRG, LLC (together with Next/Ingle, the “Next Plaintiffs”), alleging that the Next Plaintiffs purchased 100% of a project company from Green Street Power Partners, LLC (“GSPP”) and its affiliate for approximately $4.1 million to acquire the development rights for a solar and battery energy storage project located in Ingle, Florida. The transaction was premised on the understanding that the project would support a viable power purchase agreement with JEA, the community-owned electric utility serving Jacksonville, Florida (“JEA”), at a rate of approximately $49/MW, and that the project could connect to JEA’s infrastructure through existing easements for a “gen-tie” line. The Next Plaintiffs allege that defendants made and repeated these representations in the parties’ Letter of Intent (“LOI”) and Membership Interest Purchase Agreement (“MIPA”), while contractually restricting the Next Plaintiffs from contacting JEA directly and agreeing to keep the Next Plaintiffs updated regarding communications with JEA. The Next Plaintiffs further allege that defendants failed to disclose that, prior to closing, JEA had informed defendants that the proposed $49/MW pricing would not be acceptable, that JEA would not permit the project to utilize its easements for the proposed gen-tie line, and that new resource planning was underway, all of which allegedly undermined the feasibility and value of the project. According to the Next Plaintiffs, these facts were discovered only after closing when the Next Plaintiffs contacted JEA directly. The Next Plaintiffs thereafter demanded indemnification and reimbursement, which defendants allegedly refused, and the Next Plaintiffs commenced this action asserting claims for breach of the LOI, breach of the MIPA, fraud in the inducement, breach of the implied covenant of good faith and fair dealing, negligent misrepresentation, unjust enrichment, breach of fiduciary duty, and rescission, seeking damages including the return of the approximately $4.1 million paid, together with attorneys’ fees, interest, and punitive damages. This matter is currently in its early stages and the pleadings have not yet closed. The Defendant’s Motion to Dismiss was granted and the Next Plaintiff’s filed an amended complaint. The Defendants have filed a motion to dismiss the amended complaint. The Next Plaintiff’s response to the motion to dismiss is due August 21, 2026. The Next Plaintiffs intend to vigorously prosecute the action and will also consider a negotiated resolution to the extent any settlement reasonably compensates the Next Plaintiffs for the losses alleged to have been caused by defendants’ conduct. In the Complaint, the Next Plaintiffs seek damages of approximately $4.1 million, although the amount of damages claimed may fluctuate depending upon the evidence developed during discovery and any expert analysis relating thereto. Discovery has not yet commenced, and expert analysis concerning the nature and extent of the damages alleged in the Complaint has not yet been undertaken. Any estimate of potential damages will be further developed during the discovery process and with the assistance of qualified experts. CHI SQUARED CAPITAL INC., Plaintiff, v. NEXTNRG, INC. and MICHAEL D. FARKAS personally, currently pending in the Supreme Court of the State of New York, County of New York. On July 24, 2026, Chi Squared Capital Inc. filed a complaint against the Company and its Chief Executive Officer, Michael D. Farkas, in the Supreme Court of the State of New York, County of New York (Index No. 654347/2026), asserting claims for breach of contract, breach of the implied covenant of good faith and fair dealing, breach of guaranty, unjust enrichment, constructive trust, and conversion. The claims arise out of a Securities Purchase Agreement dated September 8, 2025 and related convertible notes, warrants, and transaction documents, and are based principally on allegations that the Company failed to timely deliver shares of common stock in response to notices of conversion submitted by the Plaintiffs, conditioned share delivery on the execution of a lock-up and leak-out agreement, and refused to permit additional subsequent closings under the Securities Purchase Agreement. Plaintiff also asserts claims against Mr. Farkas personally a Personal Guaranty. The complaint seeks compensatory damages in excess of $2,000,000, together with additional damages in amounts to be determined at trial, liquidated damages as provided in the transaction documents, pre- and post-judgment interest, attorneys’ fees and costs, and equitable, injunctive, and declaratory relief, including the imposition of a constructive trust over shares of the Company’s common stock. The complaint also seeks punitive damages in connection with the conversion claim. The Company believes it has substantial defenses and has retained counsel. The Company has not filed any responsive pleadings in the case but intends to defend the action vigorously. ITEM 1A. RISK FACTORS As a smaller reporting company, the Company is not required to disclose material changes to the risk factors that were contained in Amendment No. 1 to the Company’s Annual Report on Form 10-K/ A for the year ended December 31, 2025, as the same may be updated from time to time. 37 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS During the three months ended June 30, 2026, and through the date of this Quarterly Report on Form 10-Q, the Company issued the following shares of its common stock in transactions not registered under the Securities Act of 1933, as amended (the “Securities Act”): On April 1, 2026, as additional consideration in connection with issuance of a promissory note, the Company issued 243,300 shares of common stock to Leviston Resources, LLC at a fair value of $91,151. On April 17, 2026, in connection with entry into securities purchase agreements, the Company issued 50,000 shares of common stock to each of Agile Hudson Partners LLC and FirstFire Global Opportunities Fund, LLC at a fair value of $40,825. On April 28, 2026, the Company issued 25,664 shares of common stock to AJB Capital Investments, LLC upon conversion of the Company’s Series A convertible preferred shares, at a conversion price of $2.21 per share. On April 28, 2026, the Company issued 21,739 shares of common stock to Michael D. Farkas, the Company’s Executive Chairman, Chief Executive Officer, and a significant stockholder of the Company, upon conversion of the Company’s Series B convertible preferred shares, at a conversion price of $1.93 per share. On May 27, 2026, the Company issued 10,000,000 shares of common stock to an institutional investor at a purchase price of $0.64 per share, for aggregate gross proceeds of $6,400,000. On June 16, 2026, the Company agreed to issue 260,000 shares of common stock to Michael D. Farkas, the Company’s Chief Executive Officer and Executive Chairman and a significant stockholder of the Company, at a price of $0.386 per share, for an aggregate purchase price of $100,360, which was paid through the cancellation of $100,360 in liabilities owed to Mr. Farkas under a promissory note dated March 7, 2024. Each of the issuances described above was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder. Each recipient represented to the Company that it was an “accredited investor” as defined in Rule 501(a) of Regulation D, was acquiring the securities for investment and not with a view to, or for resale in connection with, any distribution thereof, and had access to information about the Company sufficient to make an informed investment decision. The book-entry positions representing the shares are subject to customary restrictive legends under the Securities Act. No underwriting discounts or commissions were paid in connection with these issuances, and there was no general solicitation or advertising. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. ITEM 5. OTHER INFORMATION (a) None. (b) There have been no material changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors since the Company last provided disclosure in response to the requirements of Item 407(c)(3) of Regulation S-K. (c) During the registrant’s last fiscal quarter, no director or officer adopted or terminated : (i) any contract, instruction or written plan for the purchase or sale of securities of the registrant intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 trading arrangement”); and/or (ii) any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K. 38 ITEM 6. EXHIBITS Exhibit Number Description of Document 10.1 Securities Purchase Agreement, dated as of April 1, 2026, between the registrant and Leviston Resources, LLC (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on April 10, 2026). 10.2*** Senior Secured Convertible Promissory Note, dated April 1, 2026, issued by the registrant in favor of Leviston Resources, LLC (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on April 10, 2026). 10.3 Pledge and Security Agreement, dated as of April 1, 2026, between the registrant and Leviston Resources, LLC (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on April 10, 2026). 10.4*** Business Loan and Security Agreement, entered into on April 7, 2026 and dated as of April 1, 2026, between the registrant and Cashera Private Credit Inc. (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed on April 10, 2026). 10.5 Securities Purchase Agreement, entered into on April 17, 2026 and dated as of April 15, 2026, by and between the registrant and Agile Hudson Partners LLC (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on April 23, 2026). 10.6 Secured Promissory Note dated as of April 15, 2026 and issued on April 17, 2026 by the registrant in favor of Agile Hudson Partners LLC (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on April 23, 2026). 10.7 Security Agreement, entered into on April 17, 2026 and dated as of April 15, 2026, by and between the registrant, NextNRG Ops LLC, NextNRG Topanga Microgrid LLC, NextNRG Sunnyside Microgrid LLC, NextNRG Holding Corp. and Agile Hudson Partners LLC (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on April 23, 2026). 10.8 Securities Purchase Agreement, dated as of April 17, 2026, by and between the registrant and FirstFire Global Opportunities Fund, LLC (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed on April 23, 2026). 10.9 Secured Promissory Note issued on April 17, 2026 by the registrant in favor of FirstFire Global Opportunities Fund, LLC (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed on April 23, 2026). 10.10 Security Agreement, dated as of April 17, 2026, by and between the registrant, NextNRG Ops LLC, NextNRG Topanga Microgrid LLC, NextNRG Sunnyside Microgrid LLC, NextNRG Holding Corp. and FirstFire Global Opportunities Fund, LLC (incorporated by reference to Exhibit 10.6 to the registrant’s Current Report on Form 8-K filed on April 23, 2026). 10.11 Business Loan and Security Agreement, dated as of April 27, 2026, by and between the registrant and Venture Debt, LLC (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on May 1, 2026). 10.12 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on May 28, 2026). 10.13 Placement Agency Agreement (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on May 28, 2026). 10.14 Stock Purchase Agreement, dated June 16, 2026, between the registrant and Michael D. Farkas (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on June 18, 2026). 10.15 Standard Merchant Cash Advance Agreement, dated as of June 30, 2026 by and between the registrant and Avanza Capital Holdings, LLC(incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on July 7, 2026). 31.1* Rule 13a-14(a) Certification of Principal Executive Officer. 31.2* Rule 13a-14(a) Certification of Principal Financial Officer. 32.1** Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Principal Executive Officer and Principal Financial Officer. 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase 101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase 104* Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. ** Furnished herewith. *** Certain identified information has been omitted from this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is the type of information that the registrant customarily and actually treats as private or confidential, and (ii) is not material. 39 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereto duly authorized. NEXTNRG, INC. Dated: August 13, 2026 By: /s/ Michael D. Farkas Michael D. Farkas Chief Executive Officer (principal executive officer) Dated: August 13, 2026 By: /s/ Joel Kleiner Joel Kleiner Chief Financial Officer (principal financial officer and principal accounting officer) 40