What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-14 compared with 2025-05-21 · 796 added, 554 removed, 570 unchanged (70% of the section changed)

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

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

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

statements made by or on behalf of NextNRG, Inc.

(“NextNRG” 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 the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as the same

may be updated from time to time, including in Part II, Item 1A, “Risk Factors,” of this Quarterly Report on Form 10-Q.

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

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

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

(“NextNRG,” “we,”

“us,” “our,” or the “Company”).

The Company and its representatives may from time to time make

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

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

stockholders.

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

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

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

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

These factors, risks and

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

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

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

we believe the expectations reflected in our forward-looking statements are based upon reasonable assumptions, it is not possible to

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statement is based.

following discussion and analysis provides information we believe is relevant to an assessment and understanding of our unaudited consolidated

operating results and financial condition.

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

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

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

year ended December 31, 2024.

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

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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 sell energy to its wireless EV charging customers.

NextNRG also plans to sell its innovative solutions

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

of sustainable transportation infrastructure.

NextNRG plans to generate revenue from the deployment

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

Energy pricing is

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

NextNRG plans to negotiate our own PPA accordingly.

NextNRG is also planning

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

Software as a Service (“SaaS”)

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

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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.

Fuel Delivery

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

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

Leveraging digital technology and GPS-based systems, this

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

Particularly, our fleet services are

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

operations and reduce downtime.

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

mobile fuel deliveries.

Exchange with Next Holding

February 13, 2025, the Company effectuated a share exchange (the “Exchange”) with NextNRG Holding Corp.

(“Next Holding”),

an entity controlled by Michael Farkas.

The Exchange was accounted for as a common control merger.

Company, the members of Next Charging LLC (the “Members”), and Mr.

Farkas, as the representative of the Members entered into

an Exchange Agreement dated August 10, 2023, as amended by the Amended and Restated Exchange Agreement, dated November 2, 2023 (as so

amended the “Original Exchange Agreement”), pursuant to which the Company agreed to acquire from the Members 100% of the

membership interests of Next Charging LLC in exchange for the issuance by the Company to the Members of shares of the Company’s

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 40,000,00 shares of common stock.

Subsequently, Next Charging converted to a corporation

organized in the State of Nevada named NextNRG Holding Corp.

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

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

as shareholders of Next Holding.

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

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

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

Pursuant to the Second Amended and Restated Exchange

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

Company to the Next Holding shareholders of Company common stock.

On September 25, 2024, the Company and Mr.

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

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

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

common stock.

Subsequently, Next Charging LLC converted to a corporation organized in the State of Nevada named NextNRG Holding Corp.

effective as of March 1, 2024 (the “Conversion”), which Conversion continued the existence of the prior entity in the new

corporate form and the prior members of Next Charging LLC remained as shareholders of Next Holding.

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

and Michael Farkas as the representative of the Next Holding Shareholders (the “Shareholders’ Representative”) executed

a second amended and restated agreement to replace the Original Exchange Agreement in its entirety (the “Second Amended and Restated

Exchange Agreement”).

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

Holding Shareholders 100% of the shares of Next Holding in exchange for the issuance of common stock by the Company to the Next Holding

Shareholders.

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

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

that, in the event that the Company at any time prior to the closing undertakes any forward split or reverse split of its common stock,

the number of shares of common stock to be issued to the Next Holding Shareholders as set forth in the Second Amended and Restated Exchange

Agreement shall be deemed automatically updated and adjusted to the extent still applicable.

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

(“Second Amendment”).

Under the Second Amendment, the consideration to be paid to the Next Holding Shareholders was revised

from 40,000,000 to 100,000,000 shares of common stock (“Exchange Shares”), of which 25,000,000 or 50,000,000 shares of the

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

subject to vesting or forfeiture.

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

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

through Next Holding or a subsidiary of Next Holding, had been completed prior to the closing, then 50,000,000 of the Exchange Shares

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

In the event that the acquisition of the Target by Next Holding, directly or indirectly through Next Holding or a subsidiary

of Next Holding, had not been completed prior to the closing, then 25,000,000 of the Exchange Shares shall be the “Vested Shares”

and 75,000,000 of the Exchange Shares shall be the “Restricted Shares” subject to vesting.

The Second Amendment also amends

and restates the vesting schedule for the Restricted Shares and includes amendments to omit and amend certain provisions of the Second

Amended and Restated Exchange Agreement in light of the amendment to the Company’s amended and restated certificate of incorporation.

February 13, 2025, the closing (the “Next Closing”) of the transactions contemplated by the Second Amended and Restated Exchange

Agreement, as amended by the First Amendment and Second Amendment, was completed, and in connection therewith, Next Holding became a

wholly owned subsidiary of the Company.

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

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

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

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

The remaining 50,000,000 restricted

shares are subject to vesting or forfeiture.

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

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

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

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

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

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

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

of The Nasdaq Stock Market.

On February 13, 2025, the closing of the transactions

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

Pursuant to the terms of the Second Amended

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

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

and Director Changes

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Chief Financial Officer of the Company.

connection with the Next Closing, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to

the Certificate of Incorporation of the Company (the “Certificate of Amendment”) to change the name of the Company from EzFill

Holdings, Inc.

to NextNRG, Inc., effective as of February 14, 2025.

Commitment Underwritten Public Offering

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over-allotments, if any.

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

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

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

Pursuant to the Underwriting

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

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

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

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

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

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

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

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

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

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

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

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

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

closing of the Offering occurred on February 18, 2025.

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Representative will not have more than one opportunity to waive or terminate the right of first refusal in consideration of any payment

Redstone Agreement

On March 24, 2025, the

Company entered into a Sale of Future Receipts Agreement (the “Redstone Agreement”) by and between the Company and Redstone

March 24, 2025, the Company entered into a Sale of Future Receipts Agreement (the “Redstone Agreement”) by and between the

Company and Redstone Advance Inc.

(“Redstone”).

Pursuant to the terms of the Redstone Agreement, the Company agreed to (i) sell to Redstone proceeds

of future sales made by the Company (collectively, the “Future Receipts”) in the amount of $3,217,700 (the “Purchased

and (ii) deliver 20% of the Future Receipts to Redstone in accordance with the terms of the Redstone Agreement.

for the Purchased Amount, Redstone agreed to pay to the Company $2,300,000, minus $784,000 (representing fees and amounts to satisfy prior

balances), resulting in a net payment to the Company of $1,516,000.

Pursuant to the terms

of the Redstone Agreement, the Company authorized Redstone to debit $125,000 (the “Initial Periodic Amount”), intended to

represent 20% of the Company’s Future Receipts, or any updated periodic amount (the “Periodic Amount”) from the Company’s

specified account each business day.

At any time, the Company or Redstone may obtain a reconciliation of the Company’s actual revenue

to adjust the Periodic Amount to more closely reflect the Company’s actual Future Receipts times 20%.

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

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

Pursuant to the terms of the Redstone Agreement, the Company agreed to (i)

sell to Redstone proceeds of future sales made by the Company (collectively, the “Future Receipts”) in the amount of $3,217,700

(the “Purchased Amount”);

and (ii) deliver 20% of the Future Receipts to Redstone in accordance with the terms of the Redstone

As payment for the Purchased Amount, Redstone agreed to pay to the Company $2,300,000, minus $784,000 (representing fees and

amounts to satisfy prior balances), resulting in a net payment to the Company of $1,516,000.

to the terms of the Redstone Agreement, the Company authorized Redstone to debit $125,000 (the “Initial Periodic Amount”),

intended to represent 20% of the Company’s Future Receipts, or any updated periodic amount (the “Periodic Amount”)

from the Company’s specified account each business day.

At any time, the Company or Redstone may obtain a reconciliation of the

Company’s actual revenue to adjust the Periodic Amount to more closely reflect the Company’s actual Future Receipts times

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

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

Advance Agreement

On March 25, 2025, the

Company entered into a Future Receivables Sale and Purchase Agreement (the “Mr.

Advance Agreement”) by and between the Company

and Funderzgroup LLC DBA Mr.

March 25, 2025, the Company entered into a Future Receivables Sale and Purchase Agreement (the “Mr.

Advance Agreement”) by

and between the Company and Funderzgroup LLC DBA Mr.

Advance (“Mr.

Pursuant to the terms of the Mr.

Advance Agreement, the Company agreed

to sell to Mr.

Advance its right, title and interest in 7.54% of proceeds of Future Receipts until the Purchased Amount has been delivered

Advance Agreement,

the Company agreed to sell to Mr.

Advance its right, title and interest in 7.54% of proceeds of Future Receipts until the Purchased Amount

has been delivered to Mr.

As consideration, Mr.

Advance agreed to pay to the Company $2,300,000, minus $784,035 representing fees and amounts to

satisfy prior balances, resulting in a net payment to the Company of $1,515,965.

Pursuant to the terms

Advance agreed to pay to the Company $2,300,000, minus $784,035 representing

fees and amounts to satisfy prior balances, resulting in a net payment to the Company of $1,515,965.

to the terms of the Mr.

Advance Agreement, the Company authorized Mr.

Advance to debit $125,000 on a weekly basis (subject to modification as set forth

Advance to debit $125,000 on a weekly basis (subject to modification

as set forth in the Mr.

Advance Agreement), intended to represent 7.54% of the Company’s Future Receipts.

Farkas, the Company’s

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

stock, personally guaranteed the Company’s obligations under the Mr.

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

outstanding common stock, personally guaranteed the Company’s obligations under the Mr.

Advance Agreement.

Fee Agreement

Also on March 25, 2025,

the Company entered into a Fee Agreement (the “Fee Agreement”) with Mr.

Farkas, the Company’s Chief Executive Officer,

Chairman of the Board of Directors and beneficial holder of a majority of the Company’s outstanding shares of common stock.

to the terms of the Fee Agreement, in consideration of Mr.

Farkas personally guaranteeing certain loans entered into by the Company, the

Company agreed to pay to Mr.

Farkas a fee in the aggregate amount of 3% of the funds personally guaranteed by Mr.

Farkas on behalf of

on March 25, 2025, the Company entered into a Fee Agreement (the “Fee Agreement”) with Mr.

Farkas, the Company’s Chief

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

common stock.

Pursuant to the terms of the Fee Agreement, in consideration of Mr.

Farkas personally guaranteeing certain loans entered

into by the Company, the Company agreed to pay to Mr.

Farkas a fee in the aggregate amount of 3% of the funds personally guaranteed by

Farkas on behalf of the Company.

The Company agreed to pay such fee upon receipt of the loan funds by the Company.

WCG Agreement

On March 31, 2025, the

Company entered into a Standard Merchant Cash Advance Agreement (the “WCG Agreement”) with Wynwood Capital Group LLC (“WCG”).

Pursuant to the terms of the WCG Agreement, the Company agreed to (i) sell to WCG all of its future accounts, contract rights, and other

obligations arising from or relating to the payment of monies from each of the Company’s customers and/or other third party payors

(collectively, the “Receivables”) in the amount of $699,500 (the “Receivables Purchased Amount”);

and (ii) deliver

9.72% of the Receivables to WCG in accordance with the terms of the WCG Agreement.

As payment for the Receivables Purchased Amount, WCG

agreed to pay to the Company $500,000, minus a $15,000 origination fee.

Pursuant to the terms

of the WCG Agreement, the Company authorized WCG to debit $27,980 (the “Initial Estimated Payment”), intended to approximate

9.72% of the Company’s Receivables on a weekly basis.

The Company may request a reconciliation to ensure that the amount collected

by WCG equals 9.72% of the Receivables.

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

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

Alcourt Promissory

On March 31, 2025, the

Company issued a promissory note, in the principal sum of 1,000,000 (the “Alcourt Note”), in favor of Alcourt LLC (“Alcourt”).

March 31, 2025, the Company entered into a Standard Merchant Cash Advance Agreement (the “WCG Agreement”) with Wynwood Capital

Group LLC (“WCG”).

Pursuant to the terms of the WCG Agreement, the Company agreed to (i) sell to WCG all of its future accounts,

contract rights, and other obligations arising from or relating to the payment of monies from each of the Company’s customers and/or

other third party payors (collectively, the “Receivables”) in the amount of $699,500 (the “Receivables Purchased Amount”);

and (ii) deliver 9.72% of the Receivables to WCG in accordance with the terms of the WCG Agreement.

As payment for the Receivables Purchased

Amount, WCG agreed to pay to the Company $500,000, minus a $15,000 origination fee.

to the terms of the WCG Agreement, the Company authorized WCG to debit $27,980 (the “Initial Estimated Payment”), intended

to approximate 9.72% of the Company’s Receivables on a weekly basis.

The Company may request a reconciliation to ensure that the

amount collected by WCG equals 9.72% of the Receivables.

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

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

Promissory Note

March 31, 2025, the Company issued a promissory note, in the principal sum of 1,000,000 (the “Alcourt Note”), in favor of

Alcourt LLC (“Alcourt”).

The Alcourt Note bears interest at a rate of 15% per annum and has an original issue discount of

The Alcourt Note matures on

April 30, 2025;

provided, however, if the Alcourt Note is not paid on April 30, 2025, the Company will pay $150,000 to Alcourt and upon

payment, the maturity date of the Alcourt Note will be extended to May 31, 2025.

There is no prepayment penalty.

Promissory Note, dated

as of May 5, 2025

On May 5, 2025, the Company

and Michael D.

Farkas entered into a promissory note (the “May 5 Note”) for the principal sum of $600,000 to be used for the

Company’s working capital needs.

The unpaid principal balance of the May 5 Note has a fixed interest rate of 12% per annum and matures

on the earlier of (1) May 5, 2026 or (ii) the date the Company completes a cumulative capital raise of at least $4 million following the

date of the May 5 Note.

The Alcourt Note matures on April 30, 2025;

provided, however, if the Alcourt Note is not paid on April 30, 2025, the Company

will pay $150,000 to Alcourt and upon payment, the maturity date of the Alcourt Note will be extended to May 31, 2025.

There is no prepayment

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

payment towards this note.

Note, dated as of May 5, 2025

May 5, 2025, the Company and Michael D.

Farkas entered into a promissory note (the “May 5 Note”) for the principal sum of

$600,000 to be used for the Company’s working capital needs.

The unpaid principal balance of the May 5 Note has a fixed interest

rate of 12% per annum and matures on the earlier of (i) May 5, 2026 or (ii) the date the Company completes a cumulative capital raise

of at least $4,000,000 following the date of the May 5 Note.

Further, the Note was issued with an original issue discount of $72,000.

Promissory Note, dated

On May 9, 2025, the Company

Farkas entered into a promissory note (the “May 9 Note”) or the principal sum of $112,000 to be used for the Company’s

working capital needs.

The unpaid principal balance of the May 9 Note has a fixed interest rate of 12% per annum and matures on the earlier

of (1) May 9, 2026 or (ii) the date the Company completes a cumulative capital raise of at least $4 million following the date of the

Note, dated May 9, 2025

May 9, 2025, the Company and Mr.

Farkas entered into a promissory note (the “May 9 Note”) for the principal sum of

$112,000 to be used for the Company’s working capital needs.

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

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

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

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

discount of $12,000.

Note, dated as of May 19, 2025

May 19, 2025, the Company and Mr.

Farkas entered into a promissory note (the “May 19 Note”) or the principal sum of $224,000

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

The unpaid principal balance of the May 19 Note has a fixed interest rate of

12% per annum and matures on May 13, 2026.

Further, the May 19 Note was issued with an original issue discount of $24,000.

Farkas is the

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

Note, dated as of May 20, 2025

May 20, 2025, the Company and Mr.

Farkas entered into a promissory note (the “May 20 Note”) or the principal sum of $196,000

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

The unpaid principal balance of the May 20 Note has a fixed interest rate of

12% per annum and matures on May 20, 2026.

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

Equify Master Lease Agreement

On June 9, 2025, the Company

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

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

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

Each Lease will constitute a separate lease or financing as indicated

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

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

or finance any property unless expressly agreed in writing.

The term of each Lease will

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

Pursuant to the terms of

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

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

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

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

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

Unless otherwise stated in

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

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

The Company agreed to indemnify,

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

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

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

The Master Lease contains

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

001 under Master

On June 9, 2025, the Company

and Equify entered into Equipment Lease Schedule No.

001 under the Master Lease (“Lease No.

001”), dated as of May 29, 2025,

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

001 for a total equipment cost of

001 has an initial term of 36 months.

Pursuant to the terms of Lease No.

001, the Company agreed to pay an initial

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

So long as the Company is

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

001 and Lease

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

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

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

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

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

amounts due or payable with respect to such sale;

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

Note, dated as of June 10, 2025

June 10, 2025, the Company and Mr.

Farkas entered into a promissory note (the “June 10 Note”) or the principal sum of $436,000

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

The unpaid principal balance of the June 10 Note has a fixed interest rate

of 12% per annum and matures on June 9, 2026.

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

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

outstanding common stock.

Financial Position

the three months ended March 31, 2025 and 2024, we generated revenues of $16,272,673 and $6,597,119 respectively, and reported net

loss of $8,937,999 and $2,675,252, respectively, and cash used in operating activities of $5,771,840 and $1,378,444, respectively.

noted in our unaudited consolidated financial statements, as of March 31, 2025, we had an accumulated deficit of $76,496,673.

Debt Agreement

June 27, 2025, the Company entered into a Future Receivables Sale and Purchase Agreement (the “Venture Debt Agreement”) by

and between the Company and Venture Debt, LLC (“Venture Debt”).

Pursuant to the terms of the Venture Debt Agreement, the

Company agreed to (i) sell to Venture Debt proceeds of future sales made by the Company (collectively, the “Future Receipts”)

in the amount of $1,500,000 (the “Purchased Amount”);

and (ii) deliver bi-weekly payments of the Future Receipts to Venture

Debt in accordance with the terms of the Venture Debt Agreement.

As consideration, Venture Debt agreed to pay to the Company $1,500,000,

minus $75,000 representing fees, resulting in a net payment to the Company of $1,425,000.

to the terms of the Venture Debt Agreement, the Company authorized Venture Debt to debit $75,000 on a bi-weekly basis.

Venture Debt Agreement also included a flat-rate interest fee of $675,000, which was paid in shares of the Company’s common stock

at a price per share of $3.00.

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

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

App Agreement

June 27, 2025, the Company entered into a Future Receivables Sale and Purchase Agreement (the “Funders App Agreement”) by

and between the Company and Funders App LLC (“Funders App”).

Pursuant to the terms of the Funders App Agreement, the Company

agreed to (i) sell to Funders App proceeds of future sales made by the Company (collectively, the “Future Receipts”) in the

amount of $1,500,000 (the “Purchased Amount”);

and (ii) deliver bi-weekly payments of the Future Receipts to Funders App

in accordance with the terms of the Funders App Agreement.

As consideration, Funders App agreed to pay to the Company $1,500,000, minus

$75,000 representing fees, resulting in a net payment to the Company of $1,425,000.

to the terms of the Funders App Agreement, the Company authorized Funders App to debit $75,000 on a bi-weekly basis.

Funders App Agreement also included a flat-rate interest fee of $675,000, which was paid in shares of the Company’s common stock

at a price per share of $3.00.

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

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

Financial Overview

For the three months ended

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

$5,616,385, respectively.

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

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

respectively.

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

of Operations

following table sets forth our results of operations for the three months ended March 31, 2025 and 2024.

Cost of sales

Operating expenses

Depreciation and amortization

Operating loss

Other income (expense)

Net loss including non-controlling interest

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

and amortization

(30,765,704 )

(36,519,576 )

the three months ended March 31, 2025 compared to the three months ended March 31, 2024

for the three months ended March 31, 2025 increased significantly compared to the three months ended March 31, 2024.

This growth was

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

Several factors contributed

to this performance:

$ (36,133,274 )

$ (5,616,385 )

$ (45,071,274 )

$ (8,291,637 )

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

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

This growth was primarily

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

Several factors contributed to this

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.

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.

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, EzFill benefits from increased, repeat business.

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, EzFill benefits from increased, repeat business.

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.

of sales rose in the three months ended March 31, 2025, compared to the three months ended March 31, 2024, in line with the higher sales

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

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

volumes and expanded market coverage.

2 unchanged sentences

Key factors influencing cost of sales included:

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.

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.

Price Fluctuations.

Commodity price swings can significantly affect fuel costs.

the Company’s dynamic pricing strategies and supplier relationships helped ensure that

these fluctuations did not adversely impact overall profitability.

However, the Company’s dynamic pricing

strategies and supplier relationships helped ensure that these fluctuations did not adversely impact overall profitability.

& 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.

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.

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

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

year, representing an increase of $29,012,823.

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

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

administrative expenses.

and Amortization

and amortization expense saw a slight increase in the three months ended March 31, 2025, compared to the same period in 2024.

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

This increase

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

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

expense consisted of the following:

For the Three Months Ended

Period over Period Changes

Increase (Decrease)

Interest income

Other (expense) income

Gain (loss) on settlement

Interest expense (including amortization of debt discount)

Total other expense - net

$ (5,367,570 )

$ (3,015,932 )

$ (2,351,638 )

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

months ended June 30, 2024.

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

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

is a detailed breakdown of the major components.

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

(expense) income

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

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

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

of accounts payable.

Expense (including amortization of debt discount)

expense increased in 2025, primarily due to:

of Debt Discount:

The amortization of debt discount increased due to additional debt arrangements with original issue discounts.

Additionally, in connection with the conversion of debt converted to equity, related unamortized discounts were expensed at that

and New Borrowings:

Interest expense was recognized on outstanding debt instruments.

Three Months Ended

Period-over-Period Changes

Increase (Decrease)

Net loss including non-controlling interest

$ (36,133,274 )

$ (5,616,385 )

$ (30,516,889 )

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

by a large grant of stock based compensation to employees and consultants for $25.5 million.

Overall, the increase in revenues, driven

by both volume and pricing, showcased the Company’s successful market expansion and deepening fleet partnerships.

While costs naturally

rose with higher delivery volumes, disciplined operational execution and strategic pricing helped improve gross profit.

Ongoing cost-optimization

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

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

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

This growth was primarily

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

Several factors contributed to this

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.

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, EzFill benefits from increased, repeat business.

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

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

and expanded market coverage.

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

sales, and operational efficiencies.

Key factors influencing cost of sales included:

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.

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.

& 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.

and Amortization

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

This increase was

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

Operating Expenses

We incurred operating expenses of $37,318,273

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

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

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

Income (Expense)

income and (expense) consisted of the following:

the Three Months Ended

over Period Changes

income (expense) consisted of the following:

For the Six Months Ended

Period over Period Changes

Increase (Decrease)

Interest income

Interest expense (including amortization of

debt discount)

Total other income (expense)

Gain (loss) on settlement

Other (expense) income

Interest expense (including amortization of debt discount)

Total other expense - net

$ (8,551,698 )

$ (3,831,028 )

Company’s other income (expense), net, deteriorated significantly in the three months ended March 31, 2025, compared to the three

months ended March 31, 2024.

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

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

Below is a detailed breakdown of the major components.

was no interest income in the three months ended March 31, 2025, compared to $69,285 in the three months ended March 31, 2024, reflecting

a shift in the Company’s cash management strategy.

income rose significantly in the three months ended March 31, 2025, compared to the three months ended March 31, 2024, driven by one-time

gains, settlements, or other ancillary revenue sources.

The Company’s expansion and increased commercial activities may have contributed

to additional non-operating income streams.

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

months ended June 30, 2024.

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

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

Below is a detailed breakdown of

the major components.

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

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

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

at a purchase price higher than fair value, and the

loss on settlement of accounts payable.

Expense (including amortization of debt discount)

1 unchanged sentence

of Debt Discount:

The amortization of debt discount increased to $2,320,970 in the three

months ended March 31, 2025 compared to $611,326 in the three months ended March 31, 2024.

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

This reflects additional debt arrangements with original issue discounts.

Additionally, in

connection with the conversion of debt converted to equity, related unamortized discounts

were expensed at that time.

Additionally, in connection with the conversion of

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

and New Borrowings:

Interest expense was recognized on outstanding debt instruments.

Period-over-Period

Six Months Ended

Period-over-Period Changes

Increase (Decrease)

Net loss including non-controlling interest

2 unchanged sentences

$ (36,779,638 )

net loss was the result of the categories discussed above.

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

the Company’s successful market expansion and deepening fleet partnerships.

While costs naturally rose with higher delivery volumes,

disciplined operational execution and strategic pricing helped improve gross profit.

Ongoing cost-optimization initiatives further reduced

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

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

months ended June 30, 2025 of $25.5 million.

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

successful market expansion and deepening fleet partnerships.

While costs naturally rose with higher delivery volumes, disciplined operational

execution and strategic pricing helped improve gross profit.

Ongoing cost-optimization initiatives further reduced operating expenses,

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

Prepaids and other

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

The primary driver of this increase was higher prepaid

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

insurance premiums financed.

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

accrued expenses.

Financial Measures

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.

that the presentation of Adjusted EBITDA, a non-GAAP financial measure that excludes the impact of net interest expense, taxes, depreciation,

amortization, impairment of goodwill, other intangibles and fixed assets, and stock compensation expense, provides useful supplemental

information that is essential to a proper understanding of our financial results.

Non-GAAP measures are not formally defined by GAAP,

and other entities may use calculation methods that differ from ours for the purposes of calculating Adjusted EBITDA.

As a complement

to GAAP financial measures, we believe that Adjusted EBITDA assists investors who follow the practice of some investment analysts who

adjust GAAP financial measures to exclude items that may obscure underlying performance and distort comparability.

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

March 31, 2025 and 2024:

Period-over-Period

Net loss including non-controlling interest

Interest expense, net

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

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

results determined in accordance with GAAP.

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

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

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

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

of calculating Adjusted EBITDA.

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

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

distort comparability.

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

ended June 30, 2025 and 2024:

Three Months Ended

Six Months Ended

$ (36,133,274 )

$ (5,616,385 )

$ (45,071,274 )

$ (8,291,637 )

Interest expense

Depreciation and amortization

Stock compensation

Stock-based compensation

Adjusted EBITDA

Gallons delivered

Average fuel margin per gallon

$ (5,759,394 )

$ (1,907,834 )

$ (10,640,661 )

$ (3,311,203 )

and Capital Resources

1 unchanged sentence

We had cash of $ $2,652,838

and $1,612,117 as of March 31, 2025 and 2024, respectively.

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

Flow Activities

cash balances at March 31, 2025 and 2024 were as follows:

Period-over-Period

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

Period-over-Period Changes

Increase (Decrease)

Cash and cash equivalents

2 unchanged sentences

Debt Financing Received

Company secured additional financing toward the end of the fiscal year, boosting its cash position.

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

This infusion of funds was a key

1 unchanged sentence

Timing of Expenses

operating expenses were either deferred or settled after year-end, resulting in higher cash on hand as of March 31, 2025.

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

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

the Company’s stronger cash position provides added liquidity to support daily operations, manage working capital requirements,

and pursue strategic opportunities.

continues to monitor cash flows carefully to ensure that the Company maintains sufficient funding for near-term obligations and future

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

over Year Changes

Increase (Decrease)

Net Cash Provided

Operating activities

$ (5,771,840 )

$ (1,378,444 )

$ (4,393,396 )

Investing activities

Financing activities

Net change in cash and

cash equivalents

the three months ended March 31, 2025 compared to the three months ended March 31, 2024

Net cash used in operating

activities increased by $4,393,396 year over year, from $1,378,444 in 2024 to $5,771,840 in 2025.

change primarily reflects the significant increase in cash used, driven by higher operational costs, despite improvements in working

capital management.

The Company experienced higher revenues, but this was offset by an increase in expenses, leading to a larger cash

burn in 2025 .

was no activity in investing activities for the three months ended March 31, 2025, as the Company made significant capital expenditures,

including truck purchases, at the end of the previous year.

In contrast, $1,811,668 was spent in the three months ended March 31, 2024,

to purchase Stat EI assets for the Company’s smart microgrid and wireless charging technology.

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

This increase could be attributable

to debt financing.

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

The Company secured additional

debt contributing to higher inflows.

Change in Cash and Cash Equivalents

the Company’s cash position improved by approximately $500,000, transitioning from a net outflow in the prior year to a net

inflow in 2024.

This positive swing is primarily the result of substantial financing proceeds.

The timing of major expenses and capital

projects also influenced the Company’s cash balance at year-end.

The significant uptick in financing inflows helped offset operating and investing

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

Growth-Focused

Operational Investments:

The higher cash outflows for operational activities underscore the

Company’s commitment to scaling its operations, as it expanded into new markets in

the three months ended March 31, 2025.

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

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

Management believes that recent financing activities, coupled with ongoing improvements in operational efficiency, will position the

Company for future stability and expansion.

connection with our prior discussion, the following provides a line-by-line detail of the items affecting our changes in cash flow activities

in the tables below:

Months Ended March 31,

Operating activities

Net loss including non-controlling

$ (8,937,999 )

$ (2,675,252 )

$ (6,262,747 )

Adjustments to reconcile net loss to net cash

used in operations

Depreciation and amortization

Amortization of intangible

Amortization of operating

lease - right-of-use asset

Amortization of operating

lease - right-of-use asset - related party

Amortization of debt discount

Bad debt expense

Stock issued in connection

with loan extension fee

Stock issued for services

- related parties

Loan forgiveness - other

Accounts Receivable

Prepaids and other

Increase (decrease) in

Accounts payable and accrued

expenses - related party

Operating lease liability

lease liability - related party

cash used in operating activities

$ (5,771,840 )

$ (1,378,444 )

$ (3,999,394 )

Months Ended March 31,

Investing activities

Purchase of equipment

Cash paid in connection

with acquisition of Stat-EI assets

cash used in investing activities

$ (1,811,668 )

Months Ended March 31,

Financing activities

Proceeds from notes payable

Proceeds from advances payable - related parties

Proceeds from common stock issued for cash

Cash paid for direct offering costs - common

Repayments on notes payable

(14,275,603 )

(12,667,793 )

Repayments on advances

payable - related party

cash provided by financing activities

and Capital Resources :

The significant increase in cash from financing activities during

the three months ended March 31, 2025, has improved the Company’s liquidity.

higher interest expenses and ongoing operational requirements underscore the importance of

prudent cash management and careful monitoring of debt covenants.

in Operational Growth :

The Company’s heavier investment in vehicles late in 2024

for assets reflects a strategic push toward expanding into new markets.

Operational costs

increased in the three months ended, 2025 as we stood up these new markets, but these initiatives

are expected to yield high revenues as we establish operational density through our anchor

customers in these markets.

on Operational Efficiency :

Management continues to prioritize cost controls, aiming to

reduce the net cash used in operating activities.

Improved working capital management, route

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

flow from operations in future periods.

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

momentum of its on-demand fueling business.

and Sources of Capital

this time, we believe our existing funding sources may not be sufficient to meet our operational requirements and service our debt obligations

over the next 12 months from the issuance date of these consolidated financial statements.

This assessment is based on our historical

operating performance, ongoing capital needs, and our current reliance on external financing.

Overall, the Company’s

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

strategic opportunities.

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

funding for near-term obligations and future expansion.

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

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

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

Net cash used in operating activities was

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

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

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

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

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

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

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

of $19,549,80.

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

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

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

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

For the six months ended June 30, 2025,

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

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

The Company anticipates

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

Operating Performance and Financing

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Our funding strategies have included:

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

securities from related parties.

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

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

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

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

which have contributed to higher financing costs.

Related-Party

Transactions:

Engaging with supportive investors and related parties who have provided additional

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

Concern Considerations

independent registered public accounting firm has issued a going concern qualification, reflecting the material uncertainties surrounding

our ability to continue as a profitable entity.

This qualification is primarily driven by:

historical and recurring net losses.

dependence on external capital to finance operations.

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

less favorable terms.

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.

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

affect our overall capital structure.

and Mitigating Actions

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These include:

● Negotiating

more favorable terms on existing and future debt.

● Identifying

new equity partners or investors.

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Concern Qualification

reflected in the accompanying consolidated financial statements, for the three months ended March 31, 2025, the Company had:

reflected in the accompanying unaudi ted

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

loss available to common stockholders of $45,235,177;

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Additionally,

at March 31, 2025, the Company had:

● Accumulated

at June 30, 2025, the Company had:

deficit of 112,770,877;

Stockholders’

equity of $5,561,668;

deficit of $13,644,028;

capital deficit of $29,827,283.

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The Company had cash on hand

of $2,116,932 at March 31, 2025.

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

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

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

strategic plans include the following:

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:

into new and existing markets (commercial and residential);

additional debt and/or equity based financing for growth;

our transaction with NextNRG, Inc.

(occurred February 13, 2025);

our transaction with Next Holding (occurred February 13, 2025);

Collaborations

with other operating businesses for strategic opportunities;

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

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

Sheet Financing Arrangements

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

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

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

Interest Entities (VIEs), where the Company is the primary beneficiary, possessing both (i) power over significant activities and

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

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

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transactions classified as business combinations, the Company:

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

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

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

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

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

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

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

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

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

preliminary purchase price allocations, with adjustments permitted within the measurement

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

Adjustments beyond the measurement

period are recorded in earnings.

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

805-10-25-13.

Adjustments beyond the measurement period are recorded in earnings.

judgments in fair value determinations include:

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

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

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

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

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

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

● Capitalizes

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

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

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

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

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

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

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

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Company’s financial position and results of operations.

reverse acquisition occurs when the entity that issues securities (the legal acquirer) is identified as the accounting acquiree, and

the entity whose equity interests are acquired (the legal acquiree) is identified as the accounting acquirer under ASC 805-40, “Reverse

Acquisitions.”

for Reverse Acquisitions

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

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

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

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

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

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

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

Requirements for Reverse Acquisitions

SEC Regulation S-X, Rule 3-05, and Regulation S-K, Items 101 and 303, the Company must disclose:

detailed description of the transaction, including how control was obtained.

comparative analysis of financial statements before and after the acquisition.

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

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

in governance, management, and operations post-acquisition.

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

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

and Financial Reporting Considerations

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S-X, Rule 3-05:

Requires separate financial statements of the acquired business if it meets

significance thresholds under Rule 1-02(w).

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

S-K, Item 101:

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

business operations.

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

S-K, Item 303:

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

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

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

in Management’s Discussion and Analysis.

S-X, Article 11:

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8-K, Item 2.01:

Immediate reporting requirements for material acquisitions, including reverse

Immediate reporting requirements for material acquisitions, including reverse mergers.

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

805, SEC reporting requirements, and regulatory guidance.

Company follows ASC 280, Segment Reporting, which requires public entities to report financial and descriptive information about their

reportable operating segments.

280-10-50-1 states that an operating segment is a component of a public entity that:

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

Has operating results that

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

to make decisions about resource allocation and performance assessment;

Has discrete financial

information available.

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 one reportable segment,

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

of ASU 2023-07 – Segment Reporting

October 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

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.

adoption of ASU 2023-07 did not have a material impact on the Company’s consolidated financial statements.

of Estimates and Assumptions

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Key factors contributing to variability in sales and earnings include:

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

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

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

shifts in market demand.

Macroeconomic

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

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

revenue streams.

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

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

and profitability.

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

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

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

pressures can lead to fluctuations in gross margins and profitability.

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

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to mitigate their potential impact.

Value of Financial Instruments

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.

Value Hierarchy

820 requires the use of observable inputs whenever available and establishes a three-tier hierarchy for measuring fair value:

1 – Quoted market prices (unadjusted) for identical assets or liabilities in active markets.

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.

3 – Unobservable inputs that require significant judgment, including management assumptions and estimates based on available

classification of an asset or liability within the hierarchy is based on the lowest level of input that is significant to the fair value

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.

Value Determination and Use of External Advisors

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.

Instruments Carried at Historical Cost

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, 2025 and December 31, 2024, respectively, the carrying amounts

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

Value Option Under ASC 825

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

and Cash Equivalents and Concentration of Credit Risk

purposes of the 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.

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.

of Gains, Losses, and Amortization

gains and losses, including impairments, are recorded in net income in accordance with ASC 320-10-35-25.

basis for sales is determined using the first-in, first-out (“FIFO”) method, per ASC 320-10-35-4.

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.

Company evaluates AFS debt securities for other-than-temporary impairment (“OTTI”) in accordance with ASC 320-10-35-33 to

The assessment considers:

extent and duration of declines in fair value below amortized cost,

financial condition and creditworthiness of the issuer, and

Company’s intent and ability to hold the security until recovery.

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).

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

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

Applicability

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.

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

Inventory consists solely of fuel and is stated at the lower

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

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

Valuation and Reserve Assessment

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turnover trends (ASC 330-10-35-2).

Concentrations

Company evaluates and discloses significant concentrations of risk in accordance with FASB ASC 275-10, Risks and Uncertainties.

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.

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).

and Sales Concentrations

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.

Receivable Concentrations

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.

Company regularly evaluates the creditworthiness of its customers and may require advance payments, letters of credit, or other credit

enhancements to mitigate risks.

and Supplier Concentrations

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.

and Equipment

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.

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.

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.

Company evaluates the carrying value of property and equipment whenever events or changes in circumstances indicate that the asset may

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.

of Long-lived Assets including Internal Use Capitalized Software Costs

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.

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:

changes in expected performance compared to prior forecasts;

Changes in asset utilization,

including discontinued or modified use;

Negative industry or economic

trends that impact asset value;

Strategic shifts in the

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

Assessment Process

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).

Software Considerations

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

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

Issue Discounts (“OIDs”) and Other Debt Discounts

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).

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

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

and Other Equity Issued with Debt

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).

combined debt discounts, including OID and stock-related discounts, cannot exceed the face amount of the debt (ASU 2020-06).

Issuance Costs

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).

of Use Assets and Lease Obligations

Company accounts for right-of-use (ROU) assets and lease liabilities in accordance with FASB ASC 842, Leases.

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

These amounts reflect the

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The Company’s

leases primarily consist of operating leases, which are included as Right-of-Use Assets and Operating Lease Liabilities on the consolidated

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

balance sheet.

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Factors considered include:

useful life of leasehold improvements relative to the lease term,

economic performance of the business at the leased location,

comparative cost of renewal rates versus market rates, and

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

life of leasehold improvements relative to the lease term;

The economic performance

of the business at the leased location;

The comparative cost of

renewal rates versus market rates;

The presence of any significant

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

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

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

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

Update (“ASU”) 2014-09.

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

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payment terms are identified, and the consideration is determinable.

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

services transferred.

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

for mobile fuel sales and memberships meet these criteria.

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

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

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

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

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

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

benefits from access to services throughout the period.

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

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

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

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

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

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

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

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

During the years ended

December 31, 2024 and 2023, respectively, the Company granted insignificant discounts of less than 1% of total revenues.

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

the Transaction Price to Performance Obligations

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

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

access to fuel delivery services throughout the month.

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

throughout the month.

Company does not recognize revenue based on customer invoicing dates;

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

of sales consists of direct expenses incurred in the delivery of the Company’s products and services.

These costs primarily include:

Costs – The cost of procuring fuel for resale, including fluctuations in market pricing, supplier agreements, and transportation

Wages and Benefits – Compensation, payroll taxes, and employee benefits associated with the Company’s delivery personnel.

of sales is recognized in the same period as the related revenue in accordance with FASB ASC 705, Cost of Sales and Services.

regularly evaluates its cost structure to ensure efficient fuel procurement and operational cost management.

costs include all costs incurred to acquire fuel, including supporting transportation costs prior to delivery to customers.

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 consolidated statements of operations and are not recorded

in cost of sales.

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

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

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

business performance and market conditions

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

carryforward periods for net operating losses and other deferred tax assets

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and predictability of temporary differences and the timing of their reversal

● Sensitivity

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

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

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

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if sufficient positive evidence emerges to support their realization.

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 consolidated statements

of operations.

Company does not capitalize direct-response advertising costs, as they do not meet the criteria for deferral under ASC 720-35-25-1.

Company accounts for stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation,” using

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Treasury securities with similar maturities.

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

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

Additionally,

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compensation to ensure compliance with evolving financial reporting requirements.

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.”

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.

Treatment of 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.

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.

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.

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

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

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

adjusted for the allocation of earnings to participating securities.

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

to participating securities.

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

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

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

service is required.

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

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

Earnings Per Share (EPS)

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on dilutive mandatorily redeemable convertible preferred shares

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

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

■ Convertible

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

stock equivalents during the period, such as:

preferred stock

■ Convertible

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

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

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

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

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

Loss Per Share Considerations

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

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

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

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

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

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

under ASC 260-10-45-59.

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

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

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

6 unchanged sentences

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

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

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

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

over the management or operating policies of the other.

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

4 unchanged sentences

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

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

the financial statements.

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

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

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

Note 1, which discusses the common control merger between Next and EZFL, on February 13, 2025

Note 1, which discusses the common control merger between the Company and Next Holding, on February 13, 2025.

Note 4 which includes accrued liabilities – related parties.

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

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

of origination.

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

to enhance disclosures regarding loan refinancings and restructurings for borrowers experiencing

financial difficulty.

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

the accounting guidance under ASC 326, “Financial Instruments – Credit Losses,” to enhance disclosures regarding

loan refinancings and restructurings for borrowers experiencing financial difficulty.

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

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

In November 2024, the FASB

issued Accounting Standard Update No.

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

(Subtopic 220-40):

November 2024, the FASB issued ASU No.

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

Disaggregation Disclosures (Subtopic 220-40):

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

This standard requires additional disclosures

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

specific expense categories.

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

of selling expenses.

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

beginning after December 15, 2027.

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.

We are evaluating the impact

this update will have on our annual disclosures;

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

Accounting Standards Updates

1 unchanged sentence

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

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

equity, or cash flows.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis