NEXTNRG, INC.
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 14, 2025
NXXT$2.30-1.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-21.
0001641172-25-011826
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001641172-25-024127
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 283 previous paragraphs and 380 current paragraphs.
215 unchanged; 33 reworded; 121 added; 30 removed; 5 previous and 11 current paragraphs rearranged.
Tables are not compared: 59 previous and 74 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (121)
Current report
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.
Current report
The Second Amendment also provided that in the event Next Holding completes the acquisition of STAT-EI, Inc. (“SEI” or “STAT”), prior to the closing, then 50,000,000 shares will vest on the closing date, and the remaining 50,000,000 shares will be subject to vesting or forfeiture (such shares subject to vesting or forfeiture, the “Restricted Shares”). Next Holding completed the acquisition of SEI on January 19, 2024, and thus 50,000,000 vested on that closing date. The remaining 50,000,000 restricted shares are subject to vesting or forfeiture. 25,000,000 of the 50,000,000 restricted shares will vest, if at all, upon the Company commercially deploying the third solar, wireless electric vehicle charging, microgrid, and/or battery storage system (such systems as more specifically defined under the Second Amended and Restated Exchange Agreement, as amended) and 25,000,000 of the 50,000,000 Restricted Shares will vest, if at all, upon the Company either reaching annual revenues exceeding $100 million, the Company completing projects with deployment costs greater than $100 million, or the Company completing a capital raise greater than $25 million.
Current report
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.
Current report
During 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.
Current report
On 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.
Current report
On 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.
Current report
Equify Master Lease Agreement
Current report
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.
Current report
The term of each Lease will continue for the number of months set forth in the Lease.
Current report
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.
Current report
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.
Current report
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.
Current report
The Master Lease contains representations, warranties and covenants that are customary for a transaction of this type.
Current report
Lease No. 001 under Master Lease
Current report
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 $899,640 . Lease No. 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.
Current report
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 No. 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. 001.
Current report
On 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.
Current report
Venture Debt Agreement
Current report
On 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.
Current report
Pursuant to the terms of the Venture Debt Agreement, the Company authorized Venture Debt to debit $75,000 on a bi-weekly basis.
Current report
The 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.
Current report
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 Venture Debt Agreement.
Current report
Funders App Agreement
Current report
On 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.
Current report
Pursuant to the terms of the Funders App Agreement, the Company authorized Funders App to debit $75,000 on a bi-weekly basis.
Current report
The 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.
Current report
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 Venture Debt Agreement.
Current report
Financial Overview
Current report
Operating Expenses
Current report
We 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.
Current report
Other Expense
Current report
There was very little change in interest income between the three months ended June 30, 2025 and June 30, 2024.
Current report
Other (expense) income
Current report
Other 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.
Current report
For the six months ended June 30, 2025 compared to the six months ended June 30, 2024
Current report
Revenues
Current report
Depreciation and Amortization
Current report
Operating Expenses
Current report
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.
Current report
Interest Income
Showing the first 40 of 121 passages. Open the source sections for the rest.
Removed paragraphs (30)
Previous report
On 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.
Previous report
On 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.
Previous report
The 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 vesting. 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.
Previous report
Corporate Name Change
Previous report
In 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.
Previous report
Our Financial Position
Previous report
Cost of Sales
Previous report
Other income
Previous report
Other 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.
Previous report
The following reflects our inflows (outflows) from our various operating, investing and financing activities:
Previous report
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.
Previous report
This 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.
Previous report
There 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.
Previous report
Net 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.
Previous report
Overall, 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.
Previous report
Cash Flow Summary
Previous report
Overall, the Company’s cash flow trends reflect a deliberate effort to fund growth initiatives while managing day-to-day operational needs
Previous report
Overall, 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.
Previous report
In 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:
Previous report
Conclusion
Previous report
By 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.
Previous report
Liquidity and Sources of Capital
Previous report
At 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.
Previous report
Going Concern Considerations
Previous report
Our 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:
Previous report
Reverse Acquisitions
Previous report
A 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.”
Previous report
Accounting for Reverse Acquisitions
Previous report
Disclosure Requirements for Reverse Acquisitions
Previous report
For 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.
Reworded paragraphs (33)
Previous wording
The Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provide a safe harbor for forward-looking statements made by or on behalf of NextNRG, Inc. (“NextNRG” 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.
Current wording
The Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provide a safe harbor for forward-looking statements made by or on behalf of NextNRG, Inc. (“NextNRG,” “we,” “us,” “our,” or the “Company”). The Company and its representatives may from time to time make written or oral statements that are “forward-looking,” including statements contained in this report and other filings with the Securities and Exchange Commission (“SEC”) and in our reports and presentations to stockholders or potential stockholders. In some cases, forward-looking statements can be identified by words such as “believe,” “expect,” “anticipate,” “plan,” “potential,” “continue” or similar expressions. Such forward-looking statements include risks and uncertainties and there are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors, risks and uncertainties can be found in Part I, Item 1A, “Risk Factors,” of 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.
Previous wording
For the three months ended March 31, 2025 compared to the three months ended March 31, 2024
Current wording
The 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.
Previous wording
NextNRG will sell energy to its wireless EV charging customers.
Current wording
NextNRG plans to sell energy to its wireless EV charging customers.
Previous wording
NextNRG 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.
Current wording
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.
Previous wording
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 Power Purchase Agreements (PPA) accordingly. NextNRG is also planning to sell energy to electric vehicle owners via wireless EV charging.
Current wording
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.
Previous wording
Software as a Service Agreements
Current wording
Software as a Service (“SaaS”) Agreements
Previous wording
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.
Current wording
NextNRG’s mobile fueling solution is an on-demand and subscription fuel delivery service that brings fuel directly to consumers, commercial fleets, and specialty vehicles at homes, workplaces, and job sites. Leveraging digital technology and GPS-based systems, this service responds to the increasing preference for home and workplace product deliveries. Particularly, our fleet services are experiencing significant growth, providing a streamlined, efficient fueling option that allows commercial operators to optimize operations and reduce downtime. For the six months ended June 30, 2025 and the year ended December 31, 2025, we derived all of our revenues from mobile fuel deliveries.
Previous wording
The 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 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.
Current wording
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.
Previous wording
On 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.
Current wording
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.
Previous wording
On 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.
Current wording
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.
Previous wording
On 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 (File No. 333-261984) (the “Registration Statement”), under the Securities Act.
Current wording
On 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 (File No. 333-261984) (the “Registration Statement”), under the Securities Actof 1933, as amended (the “Securities Act”).
Previous wording
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. Further, the Note was issued with an original issue discount of $72,000.
Current wording
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 (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.
Previous wording
On May 9, 2025, the Company and Mr. 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 May 9 Note. Further, the May 9 Note was issued with an original issue discount of $12,000.
Current wording
On 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.
Previous wording
For 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. As noted in our unaudited consolidated financial statements, as of March 31, 2025, we had an accumulated deficit of $76,496,673.
Current wording
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.
Previous wording
The following table sets forth our results of operations for the three months ended March 31, 2025 and 2024.
Current wording
The following table sets forth our results of operations for the three and six months ended June 30, 2025 and 2024:
Previous wording
Depreciation and amortization expense saw a slight increase in the three months ended March 31, 2025, compared to the same period in 2024. This increase was primarily driven added depreciation related to the 99 trucks acquired in late 2024.
Current wording
Depreciation 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 by added depreciation related to the 99 trucks acquired in late 2024.
Previous wording
Other income and (expense) consisted of the following:
Current wording
Other income (expense) consisted of the following:
Previous wording
The 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.
Current wording
The 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.
Previous wording
There 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.
Current wording
There was very little change in interest income in the six months ended June 30, 2025, compared to the same period in 2024.
Previous wording
Our 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.
Current wording
Our 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.
Previous wording
The 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:
Current wording
The following is a reconciliation of net loss to the non-GAAP financial measure referred to as Adjusted EBITDA for the three and six months ended June 30, 2025 and 2024:
Previous wording
Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. We had cash of $ $2,116,932 and $1,612,117 as of March 31, 2025 and 2024, respectively.
Current wording
Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. We had cash of $ $2,652,838 and $334,067 as of June 30, 2025 and 2024, respectively.
Previous wording
The Company secured additional financing toward the end of the fiscal year, boosting its cash position. This infusion of funds was a key component in supporting ongoing operational needs and future growth initiatives.
Current wording
The Company secured additional financing at the end of the fiscal year ended December 31, 2024, boosting its cash position. This infusion of funds was a key component in supporting ongoing operational needs and future growth initiatives.
Previous wording
Certain operating expenses were either deferred or settled after year-end, resulting in higher cash on hand as of March 31, 2025. This timing variance can create short-term fluctuations in the Company’s reported cash balances.
Current wording
Certain operating expenses were either deferred or settled after year-end, resulting in higher cash on hand as of June 30, 2025. This timing variance can create short-term fluctuations in the Company’s reported cash balances. 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.
Previous wording
As reflected in the accompanying consolidated financial statements, for the three months ended March 31, 2025, the Company had:
Current wording
As reflected in the accompanying unaudited consolidated financial statements, for the six months ended June 30, 2025, the Company had:
Previous wording
We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company had cash on hand of $2,116,932 at March 31, 2025.
Current wording
We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company had cash on hand of $2,652,838 at June 30, 2025.
Previous wording
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.
Current wording
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:
Previous wording
The Company accounts for inventory in accordance with FASB ASC 330, Inventory. Inventory consists solely of fuel and is stated at the lower of cost or net realizable value (“LCNRV”) using the first-in, first-out (FIFO) method, as required by ASC 330-10-35-1.
Current wording
The Company accounts for inventory in accordance with FASB ASC 330, Inventory. Inventory consists solely of fuel and is stated at the lower of cost or net realizable value (“LCNRV”) using the FIFO method, as required by ASC 330-10-35-1.
Previous wording
The Company accounts for right-of-use (ROU) assets and lease liabilities in accordance with FASB ASC 842, Leases. These amounts reflect the present value of the Company’s estimated future minimum lease payments over the lease term, including any reasonably certain renewal options, discounted using a collateralized incremental borrowing rate (ASC 842-20-30-1).
Current wording
The Company accounts for ROU assets and lease liabilities in accordance with FASB ASC 842, Leases. These amounts reflect the present value of the Company’s estimated future minimum lease payments over the lease term, including any reasonably certain renewal options, discounted using a collateralized incremental borrowing rate (ASC 842-20-30-1).
Previous wording
The Company classifies its leases as either operating or finance leases based on the criteria outlined in ASC 842-10-25-2. The Company’s leases primarily consist of operating leases, which are included as Right-of-Use Assets and Operating Lease Liabilities on the consolidated balance sheet.
Current wording
The Company classifies its leases as either operating or finance leases based on the criteria outlined in ASC 842-10-25-2. The Company’s leases primarily consist of operating leases, which are included as ROU assets and operating lease liabilities on the consolidated balance sheet.
Previous wording
The Company recognizes revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers, as amended by Accounting Standards Update (“ASU”) 2014-09. Under ASC 606, revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.
Current wording
The Company recognizes revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers, as amended by ASU 2014-09. Under ASC 606, revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.
Previous wording
In November 2024, the FASB issued Accounting Standard Update No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). This standard requires additional disclosures of certain expenses, including purchases of inventory, employee compensation, depreciation, intangible asset amortization, and other specific expense categories. This standard also requires disclosure of the total amount of selling expenses and the Company’s definition of selling expenses. This update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. We are evaluating the impact this update will have on our annual disclosures; however, it will not impact our financial condition, results of operations, or cash flows.
Current wording
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). This standard requires additional disclosures of certain expenses, including purchases of inventory, employee compensation, depreciation, intangible asset amortization, and other specific expense categories. This standard also requires disclosure of the total amount of selling expenses and the Company’s definition of selling expenses. This update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. We are evaluating the impact this update will have on our annual disclosures; however, it will not impact our financial condition, results of operations, or cash flows.
Previous wording
The FASB has issued various technical corrections and industry-specific updates that are not expected to have a material impact on the Company’s consolidated financial position, results of operations, or cash flows.
Current wording
The FASB has issued various technical corrections and industry-specific updates that are not expected to have a material impact on the Company’s consolidated financial position, results of operations, or cash flows. These reclassifications had no impact on the Company’s consolidated results of operations, stockholders’ equity, or cash flows.
Rearranged current paragraphs (11)
Current report — wording carried from elsewhere
Promissory Note, dated as of May 19, 2025
Current report — wording carried from elsewhere
Promissory Note, dated as of May 20, 2025
Current report — wording carried from elsewhere
Promissory Note, dated as of June 10, 2025
Current report — wording carried from elsewhere
Other expense consisted of the following:
Current report — wording carried from elsewhere
The 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. Below is a detailed breakdown of the major components.
Current report — wording carried from elsewhere
Interest expense increased in 2025, primarily due to:
Current report — wording carried from elsewhere
Our 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.
Current report — wording carried from elsewhere
Revenues 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 performance:
Current report — wording carried from elsewhere
Cost 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:
Current report — wording carried from elsewhere
Depreciation 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.
Current report — wording carried from elsewhere
Interest Expense (including amortization of debt discount)
Rearranged previous paragraphs (5)
Previous report — wording carried elsewhere
Overall, the Company’s stronger cash position provides added liquidity to support daily operations, manage working capital requirements, and pursue strategic opportunities.
Previous report — wording carried elsewhere
Management continues to monitor cash flows carefully to ensure that the Company maintains sufficient funding for near-term obligations and future expansion.
Previous report — wording carried elsewhere
Net Change in Cash and Cash Equivalents
Previous report — wording carried elsewhere
Management’s strategic plans include the following:
Previous report — wording carried elsewhere
Under SEC Regulation S-X, Rule 3-05, and Regulation S-K, Items 101 and 303, the Company must disclose: