What changed in this filing

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Item 1. Business

2025-03-27 compared with 2024-04-01 · 1036 added, 545 removed, 259 unchanged (86% of the section changed)

is an on-demand fuel delivery company in South Florida and the only mobile fueling company that combines on-demand fills and subscription

services which fill customer vehicles on routine intervals for the consumer, fleet, marine and other specialty markets.

The emergence

of digital technology, GPS-Based / On-Demand consumer deliveries, and the sharp increase in home delivery of products and services during

the COVID-era are trends expected to continue in the post-COVID economy.

The increased adoption rate of such ‘at home’ or

‘at work’ delivery of products and services has become the method both individual and commercial customers prefer.

provides customers in South Florida the ability to have fuel delivered to their vehicles (cars, trucks, and specialty vehicles) without

having to leave the comfort of their home, office, and job site.

EzFill’s app-based platform conveniently brings the gas station

to customers with a growing fleet of EzFill-branded, Mobile Fueling Trucks.

EzFill’s business verticals align to the high-use,

Powering What’s Next

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.

is a microgrid?

simple terms, a microgrid is a small-scale power grid that can operate independently or collaboratively with other power grids.

technology is designed to mitigate risk of utilizing renewable energy, while maximizing energy output efficiencies.

NextNRG believes

that its smart microgrid technology will serve as an effective platform for integrating distributed energy resources (“DERs”)

and achieving optimal performance in reduced costs and emissions while bolstering the resilience of a city, a building, or rural communities’

electrification systems.

Additionally, they achieve cost savings through peak shaving and selling excess power to off-takers.

microgrid, solar, and EV Charging markets in the U.S.

have been growing steadily with the presence of key players engaged in research

and development to increase efficiency and decrease the cost of the components.

NextNRG believes the confluence of multiple clean energy

trends creates a significant market opportunity.

According to the U.S.

Energy Information Administration (“EIA”), the U.S.

spends $400 billion on electricity each year, of which $200 billion is spent on Commercial & Industrial properties.

It is expected

that an additional $98 billion of investment will be required to meet the country’s 2030 sustainability goals.

Renewable energy

microgrids have proven an effective tool to help customers, expand electrical grid capabilities, gain access to electricity where it

is not easily accessible, respond to, and prepare for, natural disasters, and bring down electricity costs.

Additionally, renewable energy

microgrids are a viable solution for countries who would like to scale their renewable energy production and lessen their dependence

on foreign oil supply.

Finally, we believe it is necessary to rapidly increase the scale and scope of renewable generation assets in

in order to meet the various targets and commitments set by corporations and governments.

Scale Smart Microgrid:

Additionally,

NextNRG plans to offer its proprietary AI/ML powered smart microgrid technology to utilities and other energy producers/distributors

through SaaS agreements.

Next believes these customers will benefit from the Smart Microgrid technologies’ ability to:

real time data processing to improve overall efficiency and cost structure;

optimize the system based on operational data;

optimal scheduling and dispatch of energy generation and storage;

changes in renewable energy source output and demand;

renewable energy while maintaining reliability;

identify and addresses technical issues;

resilience and lower electricity costs;

Smart Microgrid:

believes that through strategic deployments it should be able to build and operate solar energy systems coupled with its smart microgrid

technology (“NextNRG Smart Microgrids”), on commercial properties, schools, hospitals, nursing homes, parking garages, large

rural tracts of land, recreational facilities, tribal land, and federal, state, county, and municipal properties.

The NextNRG Smart Microgrids

will help customers gain access to electricity where not otherwise available, reduce electricity bills, progress towards decarbonization

targets and support resource management needs throughout their asset lifecycles.

NextNRG Smart Microgrid’s revenue generation will primarily come from power

purchase agreements (PPAs) with the diverse range of aforementioned offtakers.

in appropriate client locations, NextNRG anticipates deploying its wireless EV charging technology, once that product is ready for deployment.

NextNRG believes that its wireless charging technology solves problems such as:

lack of charging infrastructure :

Even when home-charging is taken into account, to properly match forecasted sales demand, the

United States will need to see the number of EV chargers quadruple between 2022 and 2025, and grow more than eight-fold by 2030,

according to S&P Global Mobility forecasts

A fully charged vehicle can provide between 200-400 miles which causes worry, especially for long drives.

wireless EV charging, cars can charge on the road and maintain optimal charge levels.

Plugging-in can be easily forgotten.

Our planned system will automatically connect the vehicle and account to the charger,

streamlining the charging process and making it incredibly user-friendly.

Tripping over a cable can not only cause physical injury but also damage the device and disrupt the charging process.

this we plan that our patented technology can deliver a secure connection between the vehicle and charging station, providing peace

of mind during the charging process.

Theft/Vandalism

The theft of copper from power lines can cause power outages and electrical fires, and with our innovative design

your EV charging experience can be worry-free from theft and vandalism.

No longer need to get out of your vehicle and face uncomfortable weather conditions to charge your car.

prospective solutions are supported by seven patented technologies developed by Florida International University, exclusive licenses

to which NextNRG acquired through the purchase of Stat-EI Inc.

These technologies were tested on the largest smart grid dataset in the

The patents target the support of two different renewable energy industry sectors - smart microgrids/Virtual power plants (“VPP”),

and wireless power transfer (“WPT”) technology, created to wirelessly charge EVs.

The licenses purchased from SEI are exclusive

and worldwide.

an era where the demand for reliable, sustainable energy is rapidly growing, traditional power grids face challenges that necessitate

innovative solutions.

AI/ML based smart Microgrids, which operate as smaller versions of the main power grid, provide a resilient and

flexible approach to energy management and distribution.

With the proper technology, microgrids can operate autonomously during grid

failures and seamlessly integrate renewable energy sources, making them indispensable in today’s energy landscape.

We believe that

NextNRG is at the forefront of this revolution, offering cutting-edge AI/ML based smart microgrid technology that enhances grid resiliency,

optimizes energy use, and reduces costs.

These systems are designed to meet the challenges of fluctuating energy demands and supply,

ensuring consistent and efficient power delivery across various sectors.

Core Components of NextNRG’s technology:

Controller - The Microgrid Controller is the brain of the smart microgrid, using AI/ML it seamlessly manages and integrates various

energy resources.

It ensures optimal performance by coordinating energy generation, storage, and distribution in real-time.

Analytics (RenCast) - RenCast uses advanced AI and machine learning algorithms to predict renewable energy generation with high

By analyzing weather patterns and energy usage data, it enables efficient energy management and maximizes the use of renewable

State of Charge (SoC) Management - SoC Management uses AI/ML to ensure that battery systems within the microgrid maintain optimal

charge levels, extending battery life and guaranteeing energy availability during peak demand or power outages.

It plays a critical

role in the grid’s reliability and sustainability.

Controller - The PEACE Controller provides a mobile source of renewable power during emergencies and grid outages using AI/ML.

It ensures continuous power supply to critical applications by integrating PV systems, energy storage, and the main grid, enhancing

overall energy security and resiliency.

Controller - The HOPES Controller facilitates the integration and management of renewable energy sources across the grid, enabling

virtual power plant applications.

Using AI/ML it improves grid resiliency by allowing for dynamic energy transfer and wide-area aggregation

of renewable energy.

main drivers of the renewable energy industry can be summarized in the following points:

global need for energy;

costs of renewable energy plants;

aiming to decrease pollution from fossil fuel;

will to use clean and sustainable energy sources;

and subsidies.

Owned Smart Microgrid:

believes that through strategic deployments it should be able to build and operate solar energy systems coupled with its AI/ML based

smart microgrid technology (“NextNRG Smart Microgrids”), on commercial properties, schools, hospitals, nursing homes, parking

garages, large rural tracts of land, recreational facilities, tribal land, and federal, state, county, and municipal properties.

NextNRG Smart Microgrids will help customers gain access to electricity where not otherwise available, reduce electricity bills, progress

towards decarbonization targets and support resource management needs throughout their asset lifecycles.

NextNRG expects its primary

product offering will be entering into leases or easements with building or landowners and power purchase agreements to sell the power

generated by the solar energy system to those landowners, or various commercial, utility, municipal and community solar off-takers.

Additionally,

NextNRG plans to offer its proprietary AI/ML powered smart microgrid technology to utilities and other energy producers/distributors

through SaaS agreements.

primary challenge that the renewable sources market faces is the uncertainty around energy generation.

This problem leads to system supply/demand

imbalances that can interrupt power and increase costs.

NextNRG’s Artificial Intelligence/Machine Learning (“AI/ML”)

based patented technologies can:

real time data processing to improve overall efficiency and cost structure;

optimize the system based on operational data;

optimal scheduling and dispatch of energy generation and storage;

changes in renewable energy source output and demand;

renewable energy while maintaining reliability;

identify and address technical issues;

resilience and lower electricity costs;

second challenge is the cost of building renewable energy microgrids.

To address this challenge, NextNRG hopes to capitalize on government

incentives currently available for the deployment of renewable energy solutions.

NextNRG believes its offerings will provide multiple

advantages to future customers relative to the status quo, such as:

electricity bills :

By implementing our technology, our customers will be able to lower their cost of electricity.

Solely deploying

our smart microgrid technologies can generate up to 10% savings for customers.

accessibility of clean electricity :

Through deployment of microgrid and solar solutions NextNRG believes it should be able to

provide clean electricity to customers who otherwise would not have been able to construct on-site solar (e.g.

apartment and condominium

This increases the total addressable market and enables energy security for all.

clean energy ecosystem :

Demand for clean sources of electricity is anticipated to continue to increase.

NextNRG plans to support

future customers in their continued transition to the clean energy ecosystem through its microgrid, solar and battery storage systems

as well as wireless EV charging stations.

It expects that its expansion of product offerings will allow it to support even more customers

in this transition.

is the owner of exclusive licenses to four patented technologies which cover the development and commercialization of AI/ML based smart

microgrids and virtual power plants (“VPP”).

The algorithms used to secure the patents were developed with the support and

research of Federal agencies and have been tested and proven on the infrastructure of the largest renewable energy company in the world.

Certain of the above technologies are currently deployed by a large utility for approximately six million of its customers.

technologies are referred to as the NextNRG Smart Microgrid and potential products based on these technologies are explained in more

detail below.

Microgrid Controller (US Patent No.

Microgrid Controller is a pivotal component within the smart microgrid ecosystem, serving as the orchestrator of energy resources.

It efficiently manages the integration and coordination of various power sources, including solar panels, and battery storage systems.

By continuously monitoring energy production and consumption, the controller ensures optimal performance and reliability of the microgrid.

It dynamically balances supply and demand, adjusting energy flows in real-time to maintain stability and prevent outages.

This intelligent

management enables seamless transitions between grid-connected and island modes, ensuring uninterrupted power supply during grid

Smart Microgrid Controller uniquely addresses customer needs to optimize renewable energy use.

As smaller versions of main energy

grids, microgrids can operate in grid-connected and “island” mode as needed.

For example, when severe weather affects

the energy grid, a microgrid can operate autonomously using its local energy sources to power buildings or facilities.

and disconnects from the grid through a grid-forming inverter, which performs black-starts to independently restart the grid.

the Smart Microgrid Controller ensures that the customer is always using its best and most reliable source of energy.

RenCast Predictor (US Patent No.

is a AI/ML based tool designed to enhance the efficiency and reliability of renewable energy generation within the smart microgrid.

By leveraging cutting-edge artificial intelligence and machine learning algorithms, RenCast accurately forecasts the amount of energy

that will be produced from renewable sources such as solar and wind.

This predictive capability allows the microgrid to forecast

and manage energy supply effectively, ensuring that energy storage and distribution are optimized.

By analyzing real-time data from

weather stations, historical energy usage, and sensor inputs, RenCast minimizes uncertainties and maximizes the utilization of renewable

RenCast Predictor’s renewable energy generation forecast includes a 5-minute, 15-minute, 1-hour, or 7-day prediction with up

to 93% accuracy.

The system includes weather sensors and imaging cameras.

Weather parameters include wind speed, wind direction,

ambient temperature, precipitation, atmosphere turbidity, and translucency.

The forecaster receives this data from a geo-satellite

feed, estimates the cloud cover, and derives the cloud shading profile.

The processor receives and uses aggregation data to forecast

renewable energy generation.

RenCast Predictor uses the web service API to implement photovoltaic (“PV”)-generation forecasts into the algorithms

(e.g., economic dispatch), enabling customers to accurately plan and manage renewable energy generation.

Battery State of Charge (“SOC”) System (US Patent No.

storage is vital.

It supports integrating and expanding renewable energy sources, such as solar power, while reducing reliance on fossil

Storing excess energy generated during periods of high renewable generation (sunny or windy) helps mitigate the reliability issues

associated with renewable power sources.

This equipment can dramatically improve electrification in rural areas, on tribal lands, and

in low-income communities in-need of clean, reliable power.

Battery energy storage systems provide a versatile and scalable solution

for energy storage and power management, load management, backup power, and improved power quality.

Battery SOC provides AI/ML systems to forecast SOC of the systems’ lithium-ion batteries.

system uses a multi-step forecasting process and experimentally obtained decreasing C-rate datasets and with ML to forecast the system

batteries’ SOC.

The multi-step approach combines at least one univariate technique with ML techniques to forecast first C-rate,

voltage, current, and SOC percentage to the ML model and forecast the battery’s SOC using an optimizer and ML model.

The parameters

from a second C-rate are collected by the battery analyzer and can be stored on the machine-readable medium to train the ML model(s)

before forecasting.

The forecasted battery SOC can be displayed in operable communication with the processor, the machine-readable

medium, and the battery analyzer.

This enables the customer to always be informed on the stored energy and health of each battery

in the system.

Portable Emergency AC Energy (“PEACE”) Controller (US Patent No.

Peace Controller is a smaller version of the smart microgrid that uses the same AI/ML technologies to provide a mobile source of

renewable power in the case of local energy interruption.

The controller’s short-term goal is to provide uninterrupted clean

energy to consumers during and after natural disasters to power emergency appliances, and for daily use to reduce the energy costs.

Long-term the controllers can be scaled up as medium-to-large scale power hubs to provide grid services and network resilience.

power outages the PEACE supplier serves as a mobile power source for users with PV and/or energy storage systems.

PEACE can also

provide power when users do not have sufficient solar energy for their needs.

The supplier includes an inverter to create seamless

three-way connection between a PV cell or system, an energy storage unit, and the power grid.

Additionally, PEACE includes a web

application that displays the location, battery SOC, power generation, local weather systems, and charts.

RenCast Predictor, the Smart Microgrid Controller, Battery SOC, and PEACE Controller can be combined to turn a renewable energy microgrid

into a “smart” system that uses AI/ML to increase the system’s efficiencies by up to 10%.

Next’s smart microgrid

solution aggregates accurate estimates of future energy generation and SOC and programs the Smart Microgrid Controller to optimize the

energy use based on the customer’s needs.

Controller (“VPP”)

HOPES controller is still under development.

HOPES controller will allow microgrids in different locations to communicate and control to facilitate VPP applications and provide

a VPP concept for grid-connected renewable energy sources.

software component will include predictive and prescriptive computation models to address and mitigate the concerns facing high-penetration

scenarios into the grid.

The controller allows consumers to integrate novel computational tools for state-of-the-art renewable energy

generation forecasting, wide-area aggregation, optimize dynamic renewable hosting capacity, intelligently synchronize devices, and

dispatch on-demand.

The HOPES Controller will integrate and manage small-to-large-scale renewable energy solutions across smart grids.

Additionally it will integrate renewable energies to the grid.

The HOPES controller connects individual plants to build a VPP that

transfers energy between locations connected through transmission lines based on availability and demand to improve the overall system

HOPES Controller will be able to:

short-term forecasting of the power generated by the renewable energy power plant.

a dispatch for bulk energy transfer using a hybrid energy storage module to minimize renewable energy curtailment and increase the

renewable energy hosting capacity.

renewable energy generation intermittencies with wide-area aggregation using a wavelet theory-based transformation model and cooperative

game theoretic modeling.

predictive smart load control to effectively use renewable energy and hybrid energy modules to address critical and deferrable loads

and minimize system instabilities.

functionalities for energy pricing and economics of the grid-connected renewable energy to ensure feasibility of intelligence and

visibility of renewable energy.

with utility-level applications like distributed energy resource management systems and advanced distribution management systems

to optimize existing renewable energy power plants.

NextNRG Smart Microgrid is designed to maintain grid stability and enhance operational efficiency through advanced monitoring and control

By integrating grid forming inverters and multi-level controllers, the microgrid dynamically adjusts to fluctuations in energy

demand and supply.

These components work together to ensure a consistent and reliable power supply, reducing the risk of outages and

improving overall energy efficiency.

The system’s real-time monitoring capabilities provide utility operators with valuable insights

into grid performance, enabling informed decision-making and proactive management.

first deployment of the NextNRG Smart Microgrid is expected to be in Bryceville, Florida.

Other prospective projects will be built on tribal land in the United

NextNRG currently is working on a deployment on tribal land in the State of Louisiana.

The reason NextNRG is targeting tribal

land is because, in 2022, the U.S.

Energy Department’s Office of Indian Energy issued a report citing that nearly 17,000 tribal

homes were without electricity, with most being in southwestern states and in Alaska.

Assistant Secretary for Indian Affairs Mr.

Newland testified before Congress that 1 in 5 homes on the Navajo Nation and more than one-third of homes on the neighboring Hopi reservation

are without electricity.

Our goal is to work with the Native American Tribes to reduce this number to zero.

NextNRG is in preliminary discussions with seven Native

American Tribes to deploy 5 mWh Smart Microgrids on their properties.

In total, NextNRG has nearly approx.

$750 Million in planned smart

microgrid deployments, all of these projects are in different phases of the project timeline.

The projects vary from municipal property

to Tribal land, to commercial facilities (healthcare, office space, multifamily, and amusement parks).

Other planned deployments are in underserved communities located in the City of Newton, Texas and the City of Havana Florida.

NextNRG has filed grant applications with the DOE for those deployments.

also hopes to utilize its AI/ML Smart Microgrid systems to convert shuttered coal-fired power plants into solar energy producing facilities.

believes, that utility companies;

microgrid companies;

and renewable energy generation companies will all be able to capitalize on the

advantages of the NextNRG smart microgrid technology and therefore NextNRG plans to offer its technology to these companies under a SaaS

each location where the NextNRG Smart Microgrid is deployed, NextNRG plans to evaluate the possibility of deploying NextNRG’s wireless

EV charging solutions.

These solutions are explained in more detail below.

EV charging uses resonant electromagnetic induction to transmit a current, this process is also known as “inductive charging”

or “wireless power transfer” (“WPT”).

Wireless charging utilizes a charging pad installed in the ground and a

similar pad installed on the bottom of a car, when the pads align, charging automatically begins.

EV charging offers several benefits:

definition, the number one benefit of wireless EV charging is that there are no wires.

EV owners do not need to carry heavy charging

cables or plug their cars in at every charging station, alleviating range anxiety.

charging cables can become damaged over time, particularly in extreme heat and cold areas, which can be hazardous to the vehicle

and its owner.

No wires mean less risk, and replacing cables is expensive, too.

charging is simply more convenient, even when only available as static charging – and if and when dynamic charging becomes

a reality, it will be extremely convenient as well.

charging is more efficient than a traditional plug in charger.

Charging Parking Bumper (US Patent No.

primary patent covers an electric vehicle charging station, designed as a bumper which ensures proper alignment between the vehicle’s

battery charger and the charger pad in the charging station.

sensors detect the vehicle’s position as it parks.

built-in radio frequency receiver identifies the vehicle through a unique code.

the system verifies payment with a server, an internal processor activates wireless, inductive charging.

entire setup offers a seamless integration of sleek design, precise vehicle detection, and secure payment verification for efficient

parking bumper patent is the integration of a networked wireless charging bumper with a contactless payment system, and advanced

communication protocols and encryption methods.

believes its parking bumper patent is the key to commercializing wireless EV charging, the automated verification and payment system

is expected to be the most seamless way to start a charge.

also holds the exclusive license for three patents in the WPT space - two for the static transfer of energy and one for the dynamic transfer

The licensed WPT solutions are based on a unique analog architecture.

The static solution also provides a bi-direction (grid

to vehicle and vehicle to grid) power transfer which allows a charged EV to serve as a reserve generator for the home in case of power

Bidirectional

Wireless Power Transfer (US Patent No.

patent describes a system capable of wirelessly transferring power in both directions.

This technology is designed for efficient and

safe power exchange, which could be particularly useful in scenarios where power needs to be sent back to the grid during peak demand,

and/or power outages.

in Inductive Power Transfer (US Patent No.

patent focuses on enhancing the capabilities of wireless power transfer systems.

The improvements include increasing the efficiency of

power transfer, extending the longevity of the system and broadening its applicability across various contexts.

EV Charging Station for Static and Dynamic Charging (US Patent No.

patent details a wireless charging station specifically designed for EVs.

It has the capability to charge EVs both when they are stationary

(static) and while they are in motion (dynamic).

The dynamic charging allows for continuous charging, potentially revolutionizing the

way EVs maintain battery levels.

date, NextNRG’s static and dynamic solutions have been designed and prototypes are being tested at 25 kwh of output in a laboratory

environment at FIU, with plans to expand the output capacity to 1mwh and above.

NextNRG expects for this static WPT solution to automate

EV charging such that drivers do not need to do anything to charge.

There are no cables inside or outside of the car.

static and dynamic solutions are not expected to be affected by rain, snow, ice, dust, or dirt.

They will be a clean and safe way to

expect that its static WPT systems will be bidirectional, this means that they will support connecting grid-to-vehicle (“G2V”)

and vehicle-to-grid (“V2G”).

NextNRG is unaware of any other WPT system which has V2G capabilities.

For homeowners who want

to deploy solar and microgrid solutions at their home, with our WPT system we expect for those homeowners to be able to utilize their

car as a battery storage system.

Additionally, in emergency outage situations homeowners with our WPT system will be able to maintain

power by using our V2G capabilities.

Additionally,

through an integration with our the Smart Microgrid deployments, NextNRG plans for its WPT systems to be able to integrate with the grid

to help create a resilient network to handle disaster conditions.

For example, during a hurricane in areas with power outages, EVs with

V2G capability would be able to power hospitals, homes, and other critical infrastructure to create a reliable, longer lasting energy

expects for its dynamic WPT solution to be implemented on highways and public roads so it can provide essentially unlimited range for

EVs without plugging-in or stopping for recharging.

These solutions will revolutionize the future of transportation systems.

is working with FIU to deploy the dynamic WPT solution as a pilot for use on their campus and demonstrate its capabilities.

believes that it is positioning itself to be the only wireless EV charging company to able to offer a combination of:

(i) wireless charging

outputs from 25kwh to over 1mwh;

(ii) bi-directional wireless charging;

and (iii) both static and dynamic wireless EV charging.

microgrid, solar, and EV Charging markets in the U.S.

have been growing steadily with the presence of key players engaged in research

and development to increase efficiency and decrease the cost of the components.

NextNRG believes the confluence of multiple clean energy

trends creates a significant market opportunity.

According to the U.S.

Energy Information Administration (“EIA”), the U.S.

spends $400 billion on electricity each year, of which $200 billion is spent on Commercial & Industrial properties.

It is expected

that an additional $98 billion of investment will be required to meet the country’s 2030 sustainability goals.

Renewable energy

microgrids have proven an effective tool to help customers, expand electrical grid capabilities, gain access to electricity where it

is not easily accessible, respond to, and prepare for, natural disasters, and bring down electricity costs.

Additionally, renewable energy

microgrids are a viable solution for countries who would like to scale their renewable energy production and lessen their dependence

on foreign oil supply.

Finally, we believe it is necessary to rapidly increase the scale and scope of renewable generation assets in

in order to meet the various targets and commitments set by corporations and governments.

of Electricity

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.

will sell energy to its wireless EV charging customers.

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

point operators (CPOs), empowering the growth of sustainable transportation infrastructure.

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

renewable energy industry.

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

NextNRG plans to negotiate

our own Power Purchase Agreements (PPA) accordingly.

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

as a Service Agreements

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.

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.

plans to generate revenues from the sale of hardware, eg.

solar panels, battery storage solution equipment, wireless charging

pad or bumper and vehicle receiver technology.

Customers Include

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.

and Collaborations

Agreements with Florida International University

holds exclusive licenses to a portfolio of seven patents owned by FIU.

Under the licensing agreements NextNRG is obligated to pay fixed

royalty payments for the licenses to FIU on an annual basis.

The terms of the licenses continue for the life of the patents or until

terminated by either party, pursuant to the terms of the licenses.

NextNRG also has certain performance obligations pursuant to the terms

of the licenses.

and Midwest have entered an agreement to work together to establish a greenfield facility for the manufacturing of battery-energy-storage

systems (BESS) in the United States of America.

While some of the components will be sourced from India in the initial phase, localization

of components and sub-systems will be made a priority of the parties.

In the interim period, Midwest will supply the products and services

for NextNRG’s current planned deployments.

The scope of such supply includes BESS, solar panels, as well as design services.

collaboration with Midwest is expected to meet the requirements of the “Made in America” and produce local products which

are key to the energy transition goals of the US.

Further, this activity is expected to qualify for and attract public financing, earn

tax credits, and cut down the overall costs of deployment of the solutions offered by NextNRG.

is the owner of US Patent No.

10,836,269 B2 which is a patent for an inductive charging parking bumper with automatic payment processing.

licenses from FIU relate to the following U.S.

patents covering wireless electric vehicle charging:

US Patents Numbered:

licenses from FIU relate to the following U.S.

patents covering smart microgrid technology:

US Patents Numbered:

and 11022720.

has also filed trademark applications for “NextCharge,” “Next Charge,” “Next Charging,” “NextCharging,”

“NextNRG,” “NextNRG,” and the NextNRG logo.

owns the domain names:

NextCharging.com;

and NextNRG.energy

NextNRG is not regulated as a public utility in the United States under applicable national, state or other local regulatory regimes

where it conducts business, it expects to compete primarily with regulated utilities.

As a result, it has developed and is committed

to maintaining a policy team to focus on the key regulatory and legislative issues impacting the entire industry.

It believes these efforts

help it better navigate local markets through relationships with key stakeholders and facilitate a deep understanding of the national

and regional policy environment.

operate its systems, NextNRG may need to obtain interconnection permission from the applicable local primary electric utility.

on the size of the solar energy system and local law requirements, when needed interconnection permission will be provided by the local

utility directly to NextNRG and/or future customers.

In almost all cases, interconnection permissions are issued on the basis of a standard

process that has been pre-approved by the local public utility commission or other regulatory body with jurisdiction over net metering

As such, no additional regulatory approvals are required once interconnection permission is given.

future operations will be subject to stringent and complex federal, state and local laws, including regulations governing the occupational

health and safety of our employees and wage regulations.

For example, it is subject to the requirements of the federal Occupational Safety

and Health Act, as amended (“OSH Act”), and comparable state laws that protect and regulate employee health and safety.

endeavors to maintain compliance with applicable OSH Act and other comparable government regulations.

state and local government bodies provide incentives to owners, distributors, system integrators and manufacturers of solar energy systems

to promote solar energy in the form of rebates, tax credits, payments for renewable energy credits (“RECs”) associated with

renewable energy generation and exclusion of solar energy systems from property tax assessments.

These incentives should enable NextNRG

to lower the price it will charge future customers for energy from, and to lease, solar energy systems, helping to catalyze customer

acceptance of solar energy as an alternative to utility-provided power.

In addition, for some investors, the acceleration of depreciation

creates a valuable tax benefit that reduces the overall cost of the solar energy system and increases the return on investment.

Inflation Reduction Act of 2022 (the “IRA”), which was passed in August 2022, substantially changed and expanded existing

federal tax benefits for renewable energy.

The IRA extended the existing framework for investment tax credits (“ITC”) offered

by the federal government under Section 48(a) of the Internal Revenue Code (the “Code”) for the installation of certain solar

power facilities owned for business purposes.

Prior to the IRA, if construction on the facility began before January 1, 2020, the amount

of the ITC available was 30%, if construction began during 2020, 2021, or 2022 the amount of the ITC available was 26%, with additional

step downs in later years.

Projects placed in service before January 1, 2022 are still set at 26%.

However, with the enactment of the

IRA, solar power facilities installed between 2022 and 2032 will receive a 30% ITC of the cost of installed equipment for ten years so

long as the facilities meet wage and apprenticeship requirements or are less than 1 MWac, which will decrease to 26% for solar power

facilities installed in 2033 and to 22% for solar power facilities installed in 2034;

and for those solar power facilities installed

in 2022, the ITC has increased from 22% to 30% if the ITC has not yet been claimed.

The prevailing wage rates also must be paid for alteration

and repair during the 5 years after a project is placed in service.

to the IRA, certain ITC projects are eligible for a 10% domestic content bonus so long as the facilities meet wage and apprenticeship

requirements, if all the steel and iron are produced in the United States and at least 40% of the facility is produced in the United

States, which domestic content percentage requirement increases for facilities that start construction after 2024 and eventually reach

55% for projects which begin construction in 2027 or later.

to the IRA, certain ITC projects are eligible for an additional 10% or 20% energy community bonus so long as the facilities meet wage

and apprenticeship requirements, and if the facility owner applies for and receives an environmental justice allocation from the Internal

Revenue Service (the “IRS”).

Solar (and certain related storage) facilities that are less than 5 MWac that are either located

in a low-income community or on Indian land, or are part of a qualified low-income residential building project or a qualified low-income

economic benefit project qualify.

For example, qualified low-income economic benefit projects can receive a 20% bonus if low-income households

receive at least one-half of the financial benefits.

The IRS provided taxpayers guidance in Notice 2023-18 for determining the requirements

for allocation of the ITC bonus.

The IRA also included additional incentives, including in relation to stand-alone storage and claiming

interconnection costs under the ITC in certain situations.

Additionally,

the Inflation Reduction Act has secured historic levels of funding specifically for Tribal Nations and Native communities, including

$32 billion in the American Rescue Plan, $13 billion in the Bipartisan Infrastructure Law, and more than $720 million in the IRA.

Department of Energy’s Clean Energy for Low Income Communities Accelerator partnered with state and local leaders that committed

$335 million to help 155,000 low-income households access renewable energy and efficiency to save up to 30% or more on energy bills.

addition to the incentives at the federal government, more than half of the states, and many local jurisdictions, have established property

tax incentives for renewable energy systems that include exemptions, exclusions, abatements and credits.

Approximately thirty states

and the District of Columbia have adopted a renewable portfolio standard (and approximately eight other states have some voluntary goal)

that requires regulated utilities to procure a specified percentage of total electricity delivered in the state from eligible renewable

energy sources, such as solar energy systems, by a specified date.

To prove compliance with such mandates, utilities must surrender solar

renewable energy credits (“SRECs”) to the applicable authority.

Solar energy system owners such as our investment funds often

are able to sell SRECs to utilities directly or in SREC markets.

While there are numerous federal, state and local government incentives

that benefit our business, some adverse interpretations or determinations of new and existing laws can have a negative impact on NextNRG’s

Manufacturing

plans to purchase equipment, including solar panels, inverters, batteries, wireless charging station components from a variety of manufacturers

and suppliers.

If one or more of the suppliers and manufacturers that NextNRG relies upon to meet anticipated demand reduces or ceases

production, it may be difficult to quickly identify and qualify alternatives on acceptable terms.

In addition, equipment prices may increase

in the coming years, or not decrease at the rates it has historically experienced, due to tariffs or other factors.

Eventually, NextNRG

believes that through its agreement with Midwest, it will be manufacturing some, if not all, of its products in-house.

Mobile Fueling

NextNRG’s Mobile Fueling solution offers on-demand and subscription-based

fuel delivery services, catering to individual consumers, fleets, marine, and other specialty markets.

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.

This innovation not only meets the modern demand for convenience but also aligns with the broader shift

towards more agile and responsive service models in today’s economy.

NextNRG’s app-based platform conveniently brings the gas station

to customers with a growing fleet of Mobile Fueling Trucks.

NextNRG’s business verticals align to the high-use,

high demand cases in vehicle operations.

These are individual CONSUMERS, COMMERCIAL entities and SPECIALTY vehicle markets .

CONSUMERS, EzFill services individual “consumer” customers directly at their residences or places of work.

consumer vertical, EzFill customers sign-up for EzFill services individually, or as part of an employer which offers discounted EzFill

services to their employees as an employee benefit while at work at offices, in office parks or on-job locations.

Fuel deliveries are

completed at optimal times during the day for ‘at work’ customers or at night for residential deliveries .

the COMMERCIAL vertical, EzFill provides vital fuel delivery services to commercial fleets of delivery trucks, rental cars, livery

operators, and job sites.

Deliveries for the commercial vertical are completed during down-times, when the majority of commercial vehicles

are at designated locations.

This method also allows EzFill to complete multiple fills at once, while providing the commercial customers

the benefit of a fleet of fueled vehicles ready for operations on any given morning .

the SPECIALTY vertical, EzFill adapts to each market based on the type of vehicles that can benefit from “at location”

individual CONSUMERS, COMMERCIAL entities and SPECIALTY vehicle

EzFill Mobile Delivery Truck

CONSUMERS, NextNRG services individual “consumer” customers directly at their residences or places of work.

the consumer vertical, NextNRG customers sign-up for NextNRG services individually, or as part of an employer which offers discounted

NextNRG services to their employees as an employee benefit while at work at offices, in office parks or on-job locations.

Fuel deliveries

are completed at optimal times during the day for ‘at work’ customers or at night for residential deliveries.

the COMMERCIAL vertical, NextNRG provides vital fuel delivery services to commercial fleets of delivery trucks, rental cars,

livery operators, and job sites.

Deliveries for the commercial vertical are completed during down-times, when the majority of commercial

vehicles are at designated locations.

This method also allows NextNRG to complete multiple fills at once, while providing the commercial

customers the benefit of a fleet of fueled vehicles ready for operations on any given morning.

the SPECIALTY vertical, NextNRG adapts to each market based on the type of vehicles that can benefit from “at location”

fuel delivery.

In EzFill’s home market, Florida, their “specialty” vertical services hundreds of boat owners at their

homes or at marinas at which they are docked.

EzFill’s specialty market also includes equipment rental companies, construction

In NextNRG’s home market, Florida, their “specialty” vertical services hundreds of boat owners at

their homes or at marinas at which they are docked.

NextNRG’s specialty market also includes equipment rental companies, construction

job sites, agricultural operations, motorsports events and recreational vehicle grounds.

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When fleet managers

use EzFill, they only pay for gas and we fill up the vehicles after hours so there is no downtime during the regular working day .

use NextNRG, we fill up the vehicles after hours so there is no downtime during the regular working day.

Driver Fraud.

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14% of fleet managers believe it would reduce fuel spend by more than 10%.

EzFill’s solution tackles fraud head on by taking

NextNRG’s solution tackles fraud head on by taking

the drivers out of the equation.

EzFill brings the gas directly to our customers fleets and reduces the risk of driver related fuel

NextNRG brings the fuel directly to our customers fleets and reduces the risk of driver related fuel

The rising cost of real estate in major metros over the past couple of years has caused many gas stations to close their

doors, leaving major cities without significant competition, which could lead to higher local gas prices.

doors, leaving major cities without significant competition, which could lead to higher local fuel prices.

According to data provided

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February 2020 (a 31% drop).

EzFill’s App-based approach lowers our underlying costs and allows us to offer gas with competitive

NextNRG’s App-based approach lowers our underlying costs and allows us to offer fuel with competitive

pricing in each zip code in which we operate.

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vehicles in remote and secluded areas, at late hours, with improper lighting and security at the location.

EzFill’s Mobile

Fueling Trucks address these safety issues by bringing the gas to the consumer, who, from the comfort of their home or office can

NextNRG’s Mobile

Fueling Trucks address these safety issues by bringing the fuel to the consumer, who, from the comfort of their home or office can

order a fill-up via our App without even going outdoors.

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20 and 30 credit card skimmers at gas pumps per week.

EzFill’s platform does not store any customer credit card data and uses

NextNRG’s platform does not store any customer credit card data and uses

the latest in credit card processing technology to verify cards and secure customers’ payments to ensure authenticity of purchases.

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their vehicles.

Since EzFill sources direct from oil companies on a daily basis, we have a very high turnover of inventory and do

Since NextNRG sources direct from oil companies on a daily basis, we have a very high turnover of inventory and do

not store our fuel in underground tanks.

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gas stations, further exacerbating the health risks of going to the gas station.

Proper social distancing is required to help stop

the spread of Covid-19.

Our service is a sanitary and touch free way for our customers to get gas.

We believe our service eliminates

one of the dirtiest and most unhealthy places from our customers once mandatory to-do list .

Mobile Fueling

Product Offerings

provide gas delivery via our Mobile Fueling Trucks in the greater South Florida area as well as in the Tampa and Orlando areas and expect

to soon begin fueling in other areas in Florida.

Our goal is to service all our customers across all our lines of business at predictable

locations during vehicle downtimes.

Our fleet currently includes 24 Mobile Fueling Trucks that we utilize to deliver fuel directly to

our customers.

We have three major lines of business and to our knowledge we are the only company in the space which fuels all three

CONSUMERS AT HOME AND AT WORK

provide fuel delivery via our fleet of trucks in Florida, Texas, California, Arizona, Tennessee and Michigan.

Our goal is to service all our customers across all our lines of business at predictable locations during vehicle downtimes.

Our fleet currently includes 140 trucks that we utilize to deliver fuel directly to our customers.

We have three major

lines of business and to our knowledge we are the only company in the space which fuels all three verticals:

SERVICING CONSUMERS AT HOME AND AT WORK

offer residential fueling services to customers who can request a fuel delivery through our app and have fuel delivered directly to their

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We currently offer delivery to residential customers in Miami-Dade,

Broward, and Palm Beach counties, as well as the Orlando and Tampa areas, and expect to soon begin deliveries in other parts of Florida.

Broward, and Palm Beach counties.

Our service is a great new amenity for condominiums, which has been widely used by residents of the buildings we service and has been

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Additionally, we work directly with the landlords of corporate office parks to bring the amenity

of EzFill to their tenants.

of NextNRG to their tenants.

Our corporate employee fueling is currently done at competitive prices with no delivery fee.

Our corporate

office park solution offers benefits to employers and EzFill.

office park solution offers benefits to employers and NextNRG.

Benefits to employers include:

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and (ii) happier employees who do not have to waste precious time going to the gas station.

Benefits to EzFill include:

Benefits to NextNRG include:

deliveries at one location creates efficiencies and cuts operating costs;

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and (iii) push-marketing by the employers also results in more residential consumer fills.

COMMERCIAL ENTITIES

SERVICING COMMERCIAL ENTITIES

partner with and offer national and local businesses who operate fleets an alternative solution for fueling their fleet to reduce the

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on trips to the gas station;

(iv) better monitor their gas consumption;

(v) eliminate employee mistakes (putting regular gas into a diesel

and (vi) prevent theft by employees (customers have reported instances where it was months before they realized their employee

was making unauthorized charges on their fleet card).

This product offering is sold with zero fees, our fleet customers pay only for

the gas they consume.

We may charge delivery fees to fleet customers in the future .

SPECIALTY MARKETS

(iv) better monitor their fuel consumption;

(v) eliminate employee mistakes (putting regular gas into a

diesel engine);

and (vi) prevent theft by employees (customers have reported instances where it was months before they realized their

employee was making unauthorized charges on their fleet card).

SERVICING SPECIALTY MARKETS

delivers fuel directly to other, market-specific personal and commercial vehicles and tanks.

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and boat owners was the first specialty market we developed, particular to the south Florida area which is the base of our services.

Marina gas stations are some of the highest priced in the country.

Marina fuel stations are some of the highest priced in the country.

We offer low prices and pre-scheduling so our marine customers can

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their single family homes, condominiums or apartments.

Employers who have offered at-work fueling as a corporate perk have included Ryder,

Norwegian Cruise Lines, Carnival Cruise Lines, Royal Caribbean, Telemundo, Loreal, Y Green, and more.

Customers we have signed up through

our corporate offerings may also be customers of our residential offering.

Our services are very flexible, and our residential customers

do not have to sign any long-term commitments with us and can decide not to use our service whenever they choose.

commercial vertical has serviced the fleets for many national and local businesses, such as a leading national delivery company, a leading

national grocer, a leading OEM, Enterprise, Telemundo, Easy Scripts and Air Around the Clock.

commercial vertical has serviced the fleets for many national and local businesses, such as a leading national delivery company, a

leading national grocer, a leading OEM, as well as a leading equipment rental company.

our specialty market vertical, we service hundreds of boats at various marinas across Miami-Dade and Broward Counties, as well as boats

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generate outbound “fill reminder” communications to customers based on their recorded usage amounts and time intervals.

Mobile Application

Mobile Fueling Application

EzFill Mobile Application has been designed for iPhone and Android devices with our customers and convenience in mind.

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to check the previous fuel delivery requests and bills.

Mobile Fueling

Market Opportunity

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According to the

US Energy Information Administration, in 2022 the US used approx.

369 million gallons of fuel per day, with Florida utilizing nearly

US Energy Information Administration, in 2022 the US used approximately 369 million gallons of fuel per day, with Florida utilizing nearly

21 million gallons per day.

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We feel that our service is years in the making and solves many problems posed by the legacy gas station.

EzFill presents

NextNRG presents

a new way for Americans to get gas:

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Delivery Services

believes that the on-demand market will continue to grow and this growth will benefit its gas delivery model.

believes that the on-demand market will continue to grow and this growth will benefit its fuel delivery model.

believe our market opportunity is to expand into major MSAs across the continental U.S.

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the app and setting up their accounts.

Mobile Fueling

Growth Strategy

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As we continue to develop our business relationships and

expand our geographic footprint in Florida, our goal is to open in new markets along the east coast.

expand our fleet of trucks, our goal is to open in new markets throughout the US.

current focus is on expanding its geographic footprint.

We aim to open in new markets along the east coast in the future both organically

We aim to open in new markets in the future both organically

and through acquisitions of existing companies in the space.

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customer base by selling branded gasoline.

However, there cannot be any assurance that EzFill will be able to obtain such a strategic

However, there cannot be any assurance that NextNRG will be able to obtain such a strategic

The oil companies Exxon and Shell are both in the mobile fuel delivery space though investments in mobile fueling companies.

License Agreement

April 7, 2021, the Company entered into a Technology License Agreement with Fuel Butler LLC (“Licensor”), under which the

Company licensed certain proprietary technology.

Under the terms of the license, the Company issued 33,216 shares of its common stock

to the Licensor upon signing.

The Company also issued 41,520 shares to the Licensor in May 2021 upon the filing of a patent application

related to the licensed technology.

Upon completion of the Company’s IPO, 23,251 shares were issued to the Licensor.

will issue up to 91,344 additional shares to the Licensor upon the achievement of certain milestones.

In addition, the Company has granted

stock options for 66,432 shares at an exercise price of $3.76 per share that will become exercisable for three years after the end of

the fiscal year in which certain sales levels are achieved using the licensed technology.

The Company has the option for four years after

the achievement of certain milestones to either acquire the technology or acquire the Licensor for the purchase price of 132,864 of its

common shares.

Until the Company exercises one of these options, it will share with the Licensor 50% of pre-revenue costs and 50% of

the net revenue, as defined, from the use of the technology.

Under the Technology Agreement, the Company licensed proprietary technology

that it believed would enable the Company to expand its services to provide its fuel service in high density areas.

Fuel Butler has delivered

a purported notice of termination of the Technology Agreement based on certain alleged breaches arising from our failure to issue equity

securities to Fuel Butler.

The Company has been in communications with Fuel Butler regarding the termination of the Technology Agreement

and continues to believe that the Company is in compliance with the Technology Agreement and that the Technology Agreement continues

to be in force.

While the Company contests Fuel Butler’s claims of breach and contends that in fact Fuel Butler is in breach, the

Company has communicated to Fuel Butler that it wishes to terminate the Technology Agreement.

The Company has sent a proposal to Fuel

Butler whereby it would cease utilizing the Technology and Fuel Butler would return any shares it received under the Technology Agreement.

Accordingly, the Company considers the license to be fully impaired and has fully amortized the license as of December 31, 2022 .

is a mobile fuel delivery service and competes with other local fuel delivery companies and gas stations.

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all our customers with certified, accurate reports and detailed invoices.

the electric vehicle industry is growing, we do not consider this relatively new subsegment of the vehicle market a threat to our business

model or growth trajectory.

The vast majority of vehicles are gas or diesel powered and the entire fuel industry is a major component

of the economy.

According to way.com 6% of the vehicles sold in the U.S.

in 2022 were electric vehicles.

However, with the planned acquisition

of NextNRG, EzFill hopes to be prepared for the electric future.

Additionally,

the continued growth of the electric vehicle industry means more and more traditional gas stations are closing because of:

(i) high overhead

because of rising real-estate prices;

(ii) lack of demand due to electric vehicle adoption;

and (iii) their inability to fuel vehicles

outside of their station.

Our mobile fueling solution allows us to service many zip codes with one truck, so if sales slowdown in one

area we are able to transition seamlessly to areas with higher demand.

NextNRG Acquisition and Perceived Impact on EzFill

The Company into an exchange agreement dated as of August 10, 2023, as amended by the amended and restated exchange agreement dated November

2, 2023 (the “Exchange Agreement”) with the members (“Members”) of Next Charging LLC (now known as NextNRG Holding

and referred to as “NextNRG”), and Michael D.

Farkas, as the representative of the Members (“Members’ Representative”),

with respect to the acquisition of 100% of the membership interest of the Members in NextNRG Charging (“Membership Interests”).

In exchange for the acquisition of the Membership Interests by the Company, the Exchange Agreement contemplates issuance of 100,000,000

shares of Common Stock of the Company (“Exchange Shares”), to the Members.

The holders of a majority of the Company’s

common stock approved the NextNRG transaction.

However, the closing of the transaction is subject to various closing conditions and there

cannot be any assurance that the transaction will close.

NextNRG transaction discussed below, while approved by our shareholders and management, has not closed yet.

EzFill cannot tell

you whether the deal will close with any certainty.

The discussion below is theoretical and only applicable if the deal closes.

Additionally,

even if the deal closes, EzFill cannot tell you with any certainty that it will be able to properly integrate NextNRG, or that

the integrated entities will be able to achieve the lofty milestones set forth in the transaction agreement, or that the achievement

of any of the milestones will lead to the success of the combined entities.

the transaction closes, post transaction EzFill will continue normal operations and the below is expected to be added as additional lines

There will likely be a new organizational structure as a result of the requirement of the Exchange Agreement to appoint

Farkas to our board of directors as Executive Chairman

of NextNRG Holding Corp’s Business

General Nature and Scope of NextNRG’s Business

NextNRG (formerly Next Charging LLC) is a developmental stage company working on solutions in the renewable energy/wireless electric

vehicle (“EV”) charging space.

NextNRG has plans to develop and deploy smart microgrids coupled with renewable

energy generation, battery storage and wireless EV charging solutions all over the United States, and eventually

NextNRG believes that its merger with the Company/ EzFill is a component in its business plan and acquisition strategy.

EzFill has many

fleet customers that are already beginning the transition to electric vehicles, and by offering wireless EV charging solutions NextNRG

can assist these fleet owners with their transition to EV.

LLC (“NextNRG”), a subsidiary of NextNRG, is a development stage company working on solutions in the renewable

energy/wireless EV charging space.

NextNRG’s solutions are expected to be supported by exclusive licenses to seven patented

technologies developed by Florida International University (“FIU”) which it acquired from Stat-EI Inc.

These technologies were tested on the largest smart

grid dataset in the world.

The patents target two different renewable energy industry sectors - smart microgrids/Virtual power

plants (“VPP”), and wireless power transfer (“WPT”) technology, created to wirelessly charge EVs.

licenses purchased from SEI are exclusive and worldwide, and require milestone payments of $75,000 upon the achievement of $2.0 million in

net revenues and an annual royalty payment of $50,000 in 2024, $60,000 in 2025 and $75,000 for each year thereafter (in the case of

microgrid technologies) and $40,000 in 2024, $50,000 in 2025 and $60,000 for each year thereafter (in the case of the wireless

charging technologies), subject to the receipt of change of control fee ($350,000 in the case of microgrid technologies and $300,000

in the case of the wireless charging technologies).

main drivers of renewable energy can be summarized in the following points:

global need for energy;

costs of renewable energy plants;

aiming to decrease pollution from fossil fuel;

will to use clean and sustainable energy sources;

and subsidies.

NextNRG believes that through strategic deployment it should be able to build and operate clean energy systems on commercial properties,

schools and municipal buildings.

The electricity will help customers gain access to electricity where not otherwise available, reduce

electricity bills, progress towards decarbonization targets and support resource management needs throughout their asset lifecycles.

NextNRG expects its primary product offering will be entering into leases or easements with building or landowners and revenue

contracts to sell the power generated by the solar energy system to those landowners, or various commercial, utility, municipal and community

solar off-takers.

In addition to the sale of clean power, NextNRG plans to address customer needs through wireless EV charging

and energy storage offerings, and where applicable, the delivery of gasoline.

primary challenge that the renewable sources market faces is the uncertainty around energy generation.

This problem leads to system supply/demand

imbalances that can interrupt power and increase costs.

The second challenge is the cost of building renewable energy microgrids.

To address this challenge,

NextNRG hopes to capitalize on government incentives currently available for the deployment of renewable energy solutions.

believes its offerings will provide multiple advantages to future customers relative to the status quo, such as:

electricity bills :

Once established, this process should allow for solar energy credits

to get directly applied to a customer’s utility bill, which should allow them to realize

immediate savings.

accessibility of clean electricity :

Through deployment of microgrid and solar solutions

it believes it should be able to provide clean electricity to customers who otherwise would

not have been able to construct on-site solar (e.g.

apartment and condominium customers).

This increases the total addressable market and enables energy security for all.

clean energy ecosystem :

Demand for clean sources of electricity is anticipated to only increase.

NextNRG plans to support

future customers in their continued transition to the clean energy ecosystem through its microgrid, solar and battery storage systems

as well as wireless EV charging stations.

It expects that its expansion of product offerings will allow it to support even more customers

in this transition.

simple terms, a microgrid is a small-scale power grid that can operate independently or collaboratively with other small power grids.

FIU’s technology is designed to mitigate risk of utilizing renewable energy, while maximizing energy output efficiencies.

serve as an effective platform for integrating distributed energy resources (“DERs”) and achieving optimal performance in

reduced costs and emissions while bolstering the resilience of a city, a building, or rural communities’ electrification systems.

Additionally, they achieve cost savings through peak shaving and selling excess power to offtakers.

Upon satisfaction of related license obligations, NextNRG will benefit from a license to four patented

technologies which enable the creation of smart microgrids and virtual power plants (“VPP”).

The algorithms used to secure

the patents were developed with the support and research of Federal agencies and have been tested and proven on the infrastructure of

the largest renewable energy company in the world.

Certain of the above technologies are currently being utilized with approximately

6 million of a renewable energy company’s customers.

The combined technologies are referred to as the Next Smart Microgrid and

potential products based on these technologies are explained in more detail below

RenCast Predictor

RenCast predictor is an online tool which can be independently installed with current and

new solar systems using an open API architecture.

It can be deployed as a software as a service

(“SaaS”) or on-premises depending on customer needs.

The RenCast predictions

are based on weather parameters coupled with past and future data.

Its use of global data

sources improves its output accuracy.

RenCast uses ML based systems and methods to forecast

renewable energy generation using weather station and sensor data

RenCast Predictor’s renewable energy generation forecast includes a 5-minute, 15-minute,

1-hour, or 7-day prediction with up to 93% accuracy.

The system includes weather sensors

and imaging cameras.

Weather parameters include wind speed, wind direction, ambient temperature,

precipitation, atmosphere turbidity, and translucency.

The forecaster receives this data

from a geo-satellite feed, estimates the cloud cover, and derives the cloud shading profile.

The processor receives and uses aggregation data to forecast renewable energy generation.

RenCast Predictor uses the web service API to implement photovoltaic (“PV”)-generation forecasts into the algorithms

(e.g., economic dispatch), enabling customers to accurately plan and manage renewable energy generation.

Microgrid Controller

Smart Microgrid Controller integrates and synthesizes systems and AI/ML from multiple power

sources to create a comprehensive overview of which source the microgrid should be pulling

its energy from.

Smart Microgrid Controller uniquely addresses customer needs to optimize renewable energy use.

As smaller versions of main energy

grids, microgrids can operate in grid-connected and “island” mode as needed.

For example, when severe weather affects

the energy grid, a microgrid can operate autonomously using its local energy sources to power buildings or facilities.

and disconnects from the grid through a grid-forming inverter, which performs black-starts to independently restart the grid.

the Smart Microgrid Controller ensures that the customer is always using its best and most reliable source of energy.

Battery State of Charge (“SOC”) System

Battery SOC provides AI/ML systems to forecast SOC of the systems’ lithium-ion batteries.

system uses a multi-step forecasting process and experimentally obtained decreasing C-rate datasets and with ML to forecast the system

batteries’ SOC.

The multi-step approach combines at least one univariate technique with ML techniques to forecast first C-rate,

voltage, current, and SOC percentage to the ML model and forecast the battery’s SOC using an optimizer and ML model.

The parameters

from a second C-rate are collected by the battery analyzer and can be stored on the machine-readable medium to train the ML model(s)

before forecasting.

The forecasted battery SOC can be displayed in operable communication with the processor, the machine-readable

medium, and the battery analyzer.

This enables the customer to always be informed on the stored energy and health of each battery

in the system.

storage is vital.

It supports integrating and expanding renewable energy sources, such as solar power, while reducing reliance on fossil

Storing excess energy generated during periods of high renewable generation (sunny or windy) helps mitigate the reliability issues

associated with renewable power sources.

This equipment can dramatically improve electrification in rural areas, on tribal lands, and

in low-income communities in-need of clean, reliable power.

Battery energy storage systems provide a versatile and scalable solution

for energy storage and power management, load management, backup power, and improved power quality.

Portable Emergency AC Energy (“PEACE”) Controller

Peace Controller is a smaller version of the smart microgrid that uses the same AI/ML technologies

to provide a mobile source of renewable power in the case of local energy interruption.

controller’s short-term goal is to provide uninterrupted clean energy to consumers

during and after natural disasters to power emergency appliances, and for daily use to reduce

the energy costs.

Long-term the controllers can be scaled up as medium-to-large scale power

hubs to provide grid services and network resilience.

power outages the PEACE supplier serves as a mobile power source for users with PV and/or energy storage systems.

PEACE can also

provide power when users do not have sufficient solar energy for their needs.

The supplier includes an inverter to create seamless

three-way connection between a PV cell or system, an energy storage unit, and the power grid.

Additionally, PEACE includes a web

application that displays the location, battery SOC, power generation, local weather systems, and charts.

RenCast Predictor, the Smart Microgrid Controller, Battery SOC, and PEACE Controller can be combined to turn a renewable energy

microgrid into a “smart” system that uses AI/ML to increase the system’s efficiencies by up to 10%.

NextNRG’s smart microgrid solution aggregates accurate estimates of future energy generation and SOC and programs the Smart

Microgrid Controller to optimize the energy use based on the customer’s needs.

Controller (“VPP”)

HOPES controller is still under development.

HOPES controller will allow microgrids in different locations to communicate and control

to facilitate VPP applications and provide a VPP concept for grid-connected renewable energy

software component will include predictive and prescriptive computation models to address and mitigate the concerns facing high-penetration

scenarios into the grid.

The controller allows consumers to integrate novel computational tools for state-of-the-art renewable energy

generation forecasting, wide-area aggregation, optimize dynamic renewable hosting capacity, intelligently synchronize devices, and

dispatch on-demand.

The HOPES Controller will integrate and manage small-to-large-scale renewable energy solutions across smart grids.

Additionally it will integrate renewable energies to the grid.

The HOPES controller connects individual plants to build a VPP that

transfers energy between locations connected through transmission lines based on availability and demand to improve the overall system

HOPES Controller will be able to:

short-term forecasting of the power generated by the renewable energy power plant.

a dispatch for bulk energy transfer using a hybrid energy storage module to minimize renewable

energy curtailment and increase the renewable energy hosting capacity.

renewable energy generation intermittencies with wide-area aggregation using a wavelet theory-based

transformation model and cooperative game theoretic modeling.

predictive smart load control to effectively use renewable energy and hybrid energy modules

to address critical and deferrable loads and minimize system instabilities.

functionalities for energy pricing and economics of the grid-connected renewable energy to

ensure feasibility of intelligence and visibility of renewable energy.

with utility-level applications like distributed energy resource management systems and advanced distribution management systems

to optimize existing renewable energy power plants.

first deployments of the NextNRG Smart Microgrid are expected to be on tribal land in the United States.

The reason NextNRG

is targeting tribal land is because, in 2022, the U.S.

Energy Department’s Office of Indian Energy issued a report citing that

nearly 17,000 tribal homes were without electricity, with most being in southwestern states and in Alaska.

Assistant Secretary for Indian

Bryan Newland testified before Congress that 1 in 5 homes on the Navajo Nation and more than one-third of homes on the neighboring

Hopi reservation are without electricity.

Our goal is to work with the Native American Tribes to reduce this number to zero

each location where the NextNRG Smart Microgrid is deployed, NextNRG plans to evaluate the possibility of deploying NextNRG’s

wireless EV charging solutions.

These solutions are explained in more detail below.

wireless charging offers several benefits:

definition, the number one benefit of wireless EV charging is that there are no wires.

owners do not need to carry heavy charging cables or plug their cars in at every charging

station, alleviating range anxiety.

charging cables can become damaged over time, particularly in extreme heat and cold areas,

which can be hazardous to the vehicle and its owner.

No wires mean less risk, and replacing

cables is expensive, too.

charging is simply more convenient, even when only available as static charging – and if and when dynamic charging becomes

a reality, it will be extremely convenient as well.

NextNRG’s primary patent covers an electric vehicle charging station, designed as a bumper, that ensures proper alignment between

the vehicle’s battery charger and the charger pad in the charging station.

sensors detect the vehicle’s position as it parks.

built-in radio frequency receiver identifies the vehicle through a unique code.

the system verifies payment with a server, an internal processor activates wireless, inductive

entire setup offers a seamless integration of sleek design, precise vehicle detection, and

secure payment verification for efficient charging.

NextNRG’s parking bumper patent is the integration of a networked wireless charging

bumper with a contactless payment system, and advanced communication protocols and encryption

NextNRG is in the process of purchasing the exclusive license for three patents in the wireless power transfer (“WPT”)

space - two for the static transfer of energy and one for the dynamic transfer of energy:

licensed WPT solutions are based on a unique analog architecture.

The static solution also provides a bi-direction (grid to vehicle and

vehicle to grid) power transfer which allows a charged EV to serve as a reserve generator for the home in case of power failure.

date, NextNRG’s static and dynamic solutions have been designed and prototypes are being tested at 25 kwh of output in a

laboratory environment at FIU.

NextNRG expects for this static WPT solution to automate EV charging such that drivers do not need

to do anything to charge.

There are no cables inside or outside of the car.

NextNRG expects for its dynamic WPT solution to be implemented on highways and public roads so it can provide essentially unlimited

range for EVs without plugging-in or stopping for recharging.

These solutions will revolutionize the future of transportation systems.

NextNRG is working with FIU to deploy the dynamic WPT solution as a pilot for use on their campus and demonstrate its capabilities.

NextNRG’s solutions are not expected to be affected by rain, snow, ice, dust, or dirt.

They will be a clean and safe way to charge

NextNRG expect that its bidirectional WPT systems will support connecting grid-to-vehicle (“G2V”) and vehicle-to-grid

It also plans for its systems to be able to integrate with the grid to help create a resilient network to handle

disaster conditions.

For example, during a hurricane in areas with power outages, EVs with V2G capability would be able to power hospitals,

homes, and other critical infrastructure to create a reliable, longer lasting energy source.

NextNRG believes that it is positioning itself to be able to offer a combination of:

(i) wireless charging outputs from 25kwh;

bi-directional wireless charging;

and (iii) both static and dynamic wireless EV charging.

microgrid, solar, and EV Charging markets in the U.S.

have been growing steadily with the presence of key players engaged in research

and development to increase efficiency and decrease the cost of the components.

NextNRG believes the confluence of multiple clean

energy trends creates a significant market opportunity.

According to the U.S.

Energy Information Administration (“EIA”),

spends $400 billion on electricity each year, of which $200 billion is spent on C&I.

An additional $98 billion of investment

will be required to meet the country’s 2030 sustainability goals.

Renewable energy microgrids have proven an effective tool to

help communities respond to natural disasters, and support countries who depend on foreign oil supplies.

It may be necessary to rapidly

increase the scale and scope of renewable generation assets in the U.S.

in order to meet the various targets and commitments set by corporations

and governments.

and Collaborations

Agreement with Florida International University

has purchased has exclusive licenses to a portfolio of seven patents owned by FIU.

is be obligated to pay fixed royalty payments for the licenses to FIU on an annual basis.

The terms of the licenses shall continue

for the life of the patents or until terminated by either party, pursuant to the terms of the licenses.

NextNRG will also have

certain performance obligations pursuant to the terms of the licenses.

NextNRG is the owner of US Patent No.

10,836,269 B2 which is a patent for an inductive charging parking bumper with automatic payment

licenses from FIU relate to the following U.S.

patents covering wireless electric vehicle charging:

US Patents Numbered:

licenses from FIU relate to the following U.S.

patents covering smart microgrid technology:

US Patents Numbered:

and 11022720.

NextNRG has also filed trademark applications for “NextCharge,” “Next Charge,” “Next Charging,”

“NextCharging,” “NextNRG,” “NextNRG,” and the Next logo.

NextNRG owns the domain names:

NextCharging.com and NextNRG.com

NextNRG is not regulated as a public utility in the United States under applicable national, state or other local regulatory regimes

where it conducts business, it expects to compete primarily with regulated utilities.

As a result, it has developed and is committed

to maintaining a policy team to focus on the key regulatory and legislative issues impacting the entire industry.

It believes these efforts

help it better navigate local markets through relationships with key stakeholders and facilitate a deep understanding of the national

and regional policy environment.

operate its systems, NextNRG will need to obtain interconnection permission from the applicable local primary electric utility.

Depending on the size of the solar energy system and local law requirements, interconnection permission will be provided by the local

utility directly to NextNRG and/or future customers.

In almost all cases, interconnection permissions are issued on the basis of

a standard process that has been pre-approved by the local public utility commission or other regulatory body with jurisdiction over

net metering policies.

As such, no additional regulatory approvals are required once interconnection permission is given.

NextNRG’s future operations will be subject to stringent and complex federal, state and local laws, including regulations governing

the occupational health and safety of our employees and wage regulations.

For example, it is subject to the requirements of the federal

Occupational Safety and Health Act, as amended (“OSH Act”), and comparable state laws that protect and regulate employee

health and safety.

NextNRG endeavors to maintain compliance with applicable OSH Act and other comparable government regulations.

state and local government bodies provide incentives to owners, distributors, system integrators and manufacturers of solar energy systems

to promote solar energy in the form of rebates, tax credits, payments for renewable energy credits (“RECs”) associated with

renewable energy generation and exclusion of solar energy systems from property tax assessments.

These incentives should enable NextNRG to lower the price it will charge future customers for energy from, and to lease, solar energy systems, helping to catalyze

customer acceptance of solar energy as an alternative to utility-provided power.

In addition, for some investors, the acceleration of

depreciation creates a valuable tax benefit that reduces the overall cost of the solar energy system and increases the return on investment