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UPLOAD Filing

NEXTNRG, INC.
Date: Aug. 11, 2025 · CIK: 0001817004 · Accession: 0000000000-25-008377

Financial Reporting Internal Controls Regulatory Compliance

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File numbers found in text: 001-40809

Date
August 11, 2025
Author
Division of
Form
UPLOAD
Company
NEXTNRG, INC.

Letter

Re: NextNRG, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 Form 10-Q for Fiscal Quarter Ended March 31, 2025 File No. 001-40809 Dear Joel Kleiner:

August 11, 2025

Joel Kleiner Chief Financial Officer NextNRG, Inc. 67 NW 183rd St Miami, FL 33169

We have reviewed your filings and have the following comment(s).

Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this letter, we may have additional comments.

Form 10-K for Fiscal Year Ended December 31, 2024 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures, page 79

1. Please disclose the nature and calculation of the "average fuel marginn per gallon" measure presented on page 80. Please provide the disclosures required in Item 10(e) of Regulation S-K if this measure is a non-GAAP financial measure. Note 2 - Summary of Significant Accounting Policies Business Segments and Expense Disclosure, page F-13

2. Please tell us how your disclosure under "Application of ASU 2023-07 - Segment Expense Disclosure Requiurements" complies with the requirements in ASC 280-10- 50-20 through 50-31 and 280-10-55-15D though 55-15F. Please note that the segment disclosures are also required in your interim financial statements including your Form 10-Q for fiscal quarter ended March 31, 2025. Refer to ASC 280-10-50-32. August 11, 2025 Page 2

Cost of Sales, page F-30

3. You have a separate line item on the face of your statement of operations for depreciation and amortization. Please revise your note disclosure in future filings to clarify whether you allocate a portion of depreciation and amortization to cost of sales, and, if applicable, revise your line item description for cost of sales. Refer to SAB Topic 11:B. Form 10-Q for Fiscal Quarter Ended March 31, 2025 Item 1. Financial Statements Consolidated Statements of Operations, page F-2

4. The "weighted average number of shares - basic and diluted" amounts for the three months ended March 31, 2025 and 2024 appear to be inconsistent with the number of shares amounts disclosed in the consolidated statements of changes in stockholders' deficit for the corresponding periods disclosed on pages F-3 and F-4. Please provide us with your calculations. Note 1 - Organization and Nature of Operations Segment Reporting, page F-18

5. You disclose on page F-9 that you present your consolidated financial statements with segments for mobile fueling services, energy infrastructure services, and technology solutions. Please clarify and revise to disclose explicitly how many operating segments you have and provide us with a detailed analysis of how you determined you operate as a single reportable segment. Refer to ASC 280-10-50-1 through 50-9. If you are aggregating operating segments, please tell us how you considered the aggregation criteria in ASC 280-10-50-11 and the quantitative thresholds in ASC 280- 10-50-12. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please contact Blaise Rhodes at 202-551-3774 or Suying Li at 202-551-3335 if you have any questions.

Sincerely,
Division of
Corporation Finance
Office of Trade &
Services

Show Raw Text
<DOCUMENT>
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<TEXT>
 August 11, 2025

Joel Kleiner
Chief Financial Officer
NextNRG, Inc.
67 NW 183rd St
Miami, FL 33169

 Re: NextNRG, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 Form 10-Q for Fiscal Quarter Ended March 31, 2025
 File No. 001-40809
Dear Joel Kleiner:

 We have reviewed your filings and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Non-GAAP Financial Measures, page 79

1. Please disclose the nature and calculation of the "average fuel marginn
per gallon"
 measure presented on page 80. Please provide the disclosures required in
Item 10(e)
 of Regulation S-K if this measure is a non-GAAP financial measure.
Note 2 - Summary of Significant Accounting Policies
Business Segments and Expense Disclosure, page F-13

2. Please tell us how your disclosure under "Application of ASU 2023-07 -
Segment
 Expense Disclosure Requiurements" complies with the requirements in ASC
280-10-
 50-20 through 50-31 and 280-10-55-15D though 55-15F. Please note that
the segment
 disclosures are also required in your interim financial statements
including your Form
 10-Q for fiscal quarter ended March 31, 2025. Refer to ASC 280-10-50-32.
 August 11, 2025
Page 2

Cost of Sales, page F-30

3. You have a separate line item on the face of your statement of
operations for
 depreciation and amortization. Please revise your note disclosure in
future filings to
 clarify whether you allocate a portion of depreciation and amortization
to cost of
 sales, and, if applicable, revise your line item description for cost of
sales. Refer to
 SAB Topic 11:B.
Form 10-Q for Fiscal Quarter Ended March 31, 2025
Item 1. Financial Statements
Consolidated Statements of Operations, page F-2

4. The "weighted average number of shares - basic and diluted" amounts for
the three
 months ended March 31, 2025 and 2024 appear to be inconsistent with the
number of
 shares amounts disclosed in the consolidated statements of changes in
stockholders'
 deficit for the corresponding periods disclosed on pages F-3 and F-4.
Please provide
 us with your calculations.
Note 1 - Organization and Nature of Operations
Segment Reporting, page F-18

5. You disclose on page F-9 that you present your consolidated financial
statements with
 segments for mobile fueling services, energy infrastructure services,
and technology
 solutions. Please clarify and revise to disclose explicitly how many
operating
 segments you have and provide us with a detailed analysis of how you
determined you
 operate as a single reportable segment. Refer to ASC 280-10-50-1 through
50-9. If
 you are aggregating operating segments, please tell us how you
considered the
 aggregation criteria in ASC 280-10-50-11 and the quantitative thresholds
in ASC 280-
 10-50-12.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Blaise Rhodes at 202-551-3774 or Suying Li at
202-551-3335 if you
have any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>