SecProbe.io

CORRESP
 1
 filename1.htm

 LAURA
 ANTHONY, ESQ.
 CRAIG
 D. LINDER, ESQ.*
 JOHN
 CACOMANOLIS, ESQ.**

 ASSOCIATES
 AND OF COUNSEL:
 JOSEPHINE
 CARINO, ESQ.***
 CHAD
 FRIEND, ESQ., LLM
 MICHAEL
 R. GEROE, ESQ., CIPP/US****
 JESSICA
 HAGGARD, ESQ. *****
 CHRISTOPHER
 T. HINES, ESQ. ******
 PETER
 P. LINDLEY, ESQ., CPA, MBA
 JOHN
 LOWY, ESQ.*******
 STUART
 REED, ESQ.
 LAZARUS
 ROTHSTEIN, ESQ.
 SVETLANA
 ROVENSKAYA, ESQ.********
 HARRIS
 TULCHIN, ESQ. *********
 WWW.ALCLAW.COM
 WWW.SECURITIESLAWBLOG.COM

 DIRECT
 E-MAIL: LANTHONY@ALCLAW.COM

 *licensed
in CA, FL and NY

 **licensed
in FL and NY

 ***
licensed in CA

 ****licensed
in CA, DC, MO and NY

 *****licensed
in Missouri

 ******
licensed in CA and DC

 *******licensed
in NY and NJ

 ********licensed
in NY and NJ

 *********licensed
in CA and HI (inactive in HI)

 September
5, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance, Office of Trade & Services

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Blaise Rhodes

 Re:
 NextNRG,
 Inc.

 Form
 10-K for Fiscal Year Ended December 31, 2024

 For
 10-Q for Fiscal Quarter Ended March 31, 2025

 File
 No. 001-40809

 Dear
Mr. Rhodes:

 This
letter is being furnished in response to the comments of the staff (the "Staff") of the Division of Corporation Finance of
the Securities and Exchange Commission (the "Commission") that was contained in the Staff's letter dated August 11,
2025 (the "Comment Letter") to Joel Kleiner, Chief Financial Officer of NextNRG, Inc. (the "Company"), with respect
to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Commission on March
27, 2025 (the "2024 10-K"), and the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
2025 (the "Q1 2025 10-Q").

 1700
PALM BEACH LAKES BLVD., SUITE 820 ● WEST
PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936

 September 5, 2025 Page 2

 Set
forth below are the Company's responses to the Staff's comments contained in the Comment Letter. For ease of reference, the
Staff's comments are reproduced below in italics and are followed by the Company's response.

 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 margin 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.

 Response:
Average fuel margin per gallon is a non-GAAP financial measure that the Company previously disclosed in its periodic reports. Because
the Company's management does not currently believe that presentation of average fuel margin per gallon provides useful information
to investors regarding the Company's financial condition and results of operations, management has determined that it will no longer
disclose average fuel margin per gallon in its periodic reports going forward. Accordingly, the Company did not include average fuel
margin per gallon in the Q2 2025 10-Q.

 The
Company calculated average fuel margin per gallon by subtracting cost of sales specific to fuel purchases and merchant fees from net
sales and dividing it by the number of gallons delivered in the reporting period.

 The
tables below provide information regarding the components and calculation of average fuel margin per gallon for the fiscal years ended
December 31, 2024 and 2023, respectively.

 Component
 Description
 2024
 2023

 Net Sales (a)
 Total revenue from fuel sales during the reporting period
 $ 27,770,279
 $ 23,216,423

 Less: Fuel Cost of Sales (b)
 Direct costs associated with purchasing fuel
 $ 22,394,908
 $ 19,186,109

 Less: Merchant Fees (c)
 Credit card and payment processing fees tied to fuel sales
 $ 210,157
 $ 195,083

 Fuel Margin (a – b – c)
 Net sales less fuel cost of sales and merchant fees
 $ 5,165,214
 $ 3,835,231

 Gallons Delivered (d)
 Total gallons of fuel delivered during the reporting period
 7,231,618
 5,853,167

 Average Fuel Margin Per Gallon ((a – b – c) ÷ d)
 Fuel Margin divided by Gallons Delivered
 $ 0.71
 $ 0.66 *

 *
The $0.01 difference between the information presented in this table and that provided in the 2024 10-K is due to
rounding.

 625
N. FLAGLER DRIVE, SUITE 600 • WEST PALM BEACH, FLORIDA • 33401 • PHONE: 561-514-0936 • FAX 561-514-0832

 September 5, 2025 Page 3

 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 Requirements" 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.

 Response:
The Company acknowledges the Staff's comment. Although certain segment disclosures required under ASC 280-10-50-20 through 50-31
and 280-10-55-15D through 55-15F were inadvertently omitted from the 2024 10-K and the Q1 2025 10-Q, in the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 2025, filed with the Commission on August 14, 2025 (the "Q2 2025 10-Q"),
the Company included the following segment disclosures (see Notes to Unaudited Consolidated Financial Statements-Segment Reporting ,
beginning on page F-54):

 Note
12 – Segment Reporting

 The
Company operates in two reportable segments: Energy Infrastructure and Mobile Fuel Delivery. The Company's segments were determined
based on the economic characteristics of its products and services, its internal organizational structure, the manner in which operations
are managed and the criteria used by the Company's Chief Operating Decision Maker (CODM) to evaluate performance, which include
revenue, gross margin, and operating profit.

 Mobile
Fueling

 The
Company's mobile fueling segment provides on-demand fuel delivery services through a growing fleet of fuel trucks operating across
a national footprint. These operations serve commercial fleets and other customers, offering a more efficient, time-saving alternative
to traditional fueling stations. The Company is integrating sustainable energy solutions into its fueling operations, with the goal of
assisting customers in transitioning to electric vehicles and incorporating advanced technologies such as wireless EV charging to enhance
service efficiency and support the adoption of clean energy.

 625
N. FLAGLER DRIVE, SUITE 600 • WEST PALM BEACH, FLORIDA • 33401 • PHONE: 561-514-0936 • FAX 561-514-0832

 September 5, 2025 Page 4

 Energy
Infrastructure

 The
Company's energy infrastructure segment focuses on the development, deployment, and operation of AI/ML-powered smart microgrids,
solar energy systems, battery storage, and wireless EV charging solutions. These systems are designed to improve grid resiliency, optimize
energy use, reduce costs, and increase access to reliable, sustainable power for commercial, industrial, municipal, and tribal customers.
Revenue is generated primarily through power purchase agreements, leases, and technology licensing, with projects spanning utility-scale
installations, community energy systems, and integration of distributed energy resources.

 The
following tables present certain financial information related to our reportable segments:

 As of June 30, 2025

 Energy Infrastructure
 Mobile Fuel Delivery
 Total

 Cash
 $ 773,314
 $ 1,879,524
 $ 2,652,838

 Accounts receivable - net
 -
 3,047,133
 3,047,133

 Inventory
 -
 227,070
 227,070

 Prepaids and other
 -
 2,275,237
 2,275,237

 Property and equipment - net
 51,762
 6,448,533
 6,500,295

 Intangible assets - net
 4,829,998
 -
 4,829,998

 Project Deposit
 3,929,161
 -
 3,929,161

 Operating lease - right-of-use asset
 -
 1,569,992
 1,569,992

 Operating lease - right-of-use asset - related party
 -
 262,474
 262,474

 Deposits
 -
 226,865
 226,865

 Total Assets
 $ 9,584,235
 $ 15,936,828
 $ 25,521,063

 For the six months ended June 30, 2025

 Energy Infrastructure
 Mobile Fuel Delivery
 Total

 Sales - net
 -
 35,964,241
 35,964,241

 Cost of sales
 -
 33,876,457
 33,876,457

 General and administrative expenses
 3,095,143
 8,724,033
 11,819,176

 Stock based compensation
 -
 25,499,097
 25,499,097

 Depreciation and amortization
 232,567
 1,056,521
 1,289,088

 Total costs and expenses
 3,327,710
 69,156,108
 72,483,818

 Interest income
 41
 -
 41

 Other income
 75,750
 (985,060 )
 (909,310 )

 Gain (loss) on settlement
 -
 (1,134,944 )
 (1,134,944 )

 Interest expense (including amortization of debt discount)
 (2,867,909 )
 (4,774,519 )
 (7,642,428 )

 Total other income (expense) - net
 (2,792,118 )
 (5,759,580 )
 (8,551,698 )

 Net loss
 (6,119,828 )
 (38,951,447 )
 (45,071,275 )

 625
N. FLAGLER DRIVE, SUITE 600 • WEST PALM BEACH, FLORIDA • 33401 • PHONE: 561-514-0936 • FAX 561-514-0832

 September 5, 2025 Page 5

 As of December 31, 2024

 Energy Infrastructure
 Mobile Fuel Delivery
 Total

 Cash
 52,844
 1,559,273
 $ 1,612,117

 Accounts receivable - net
 -
 1,614,664
 1,614,664

 Inventory
 -
 126,400
 126,400

 Prepaids and other
 -
 42,509
 42,509

 Property and equipment - net
 63,833
 7,475,674
 7,539,507

 Intangible assets - net
 5,053,332
 -
 5,053,332

 Deposit on future asset purchase
 -
 2,035,283
 2,035,283

 Project Deposit
 3,929,161
 -
 3,929,161

 Operating lease - right-of-use asset
 -
 61,151
 61,151

 Operating lease - right-of-use asset - related party
 -
 314,957
 314,957

 Deposits
 -
 49,041
 49,041

 Total Assets
 9,099,170
 13,278,952
 $ 22,378,122

 For the six months ended June 30, 2024

 Energy Infrastructure
 Mobile Fuel Delivery
 Total

 Sales - net
 -
 13,991,897
 13,991,897

 Cost of sales
 -
 12,982,785
 12,982,785

 General and administrative expenses
 1,401,136
 3,043,430
 4,444,566

 Stock based compensation
 -
 251,334
 251,334

 Depreciation and amortization
 232,930
 540,891
 773,821

 Total costs and expenses
 1,634,066
 16,818,440
 18,452,506

 Interest income
 -
 -
 -

 Other income
 1
 124,250
 124,251

 Interest expense (including amortization of debt discount)
 (1,393,717 )
 (2,561,562 )
 (3,955,279 )

 Total other income (expense) - net
 (1,393,716 )
 (2,437,312 )
 (3,831,028 )

 Net loss
 (3,027,782 )
 (5,263,855 )
 (8,291,637 )

 The
Company further confirms that it will include appropriate disclosures as required by ASC 280-10-50-20 through 50-31 and 280-10-55-15D
through 55-15, in its future periodic reports.

 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.

 Response:
The Company acknowledges the Staff's comment and included the following disclosure in the Q2 2025 10-Q (see Notes to Unaudited
Consolidated Financial Statements-Note 2-Summary of Significant Accounting Policies-Cost of Sales on page F-23,
and Management's Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies
and Estimates-Cost of Sales on page 27):

 Fuel
costs include all costs incurred to acquire fuel, including supporting transportation costs prior to delivery to customers. Fuel costs
do not include any depreciation of property and equipment as there are no significant amounts that could be attributed to fuel costs.
Accordingly, depreciation and amortization are separately classified in the consolidated statements of operations and are not recorded
in cost of sales.

 625
N. FLAGLER DRIVE, SUITE 600 • WEST PALM BEACH, FLORIDA • 33401 • PHONE: 561-514-0936 • FAX 561-514-0832

 September 5, 2025 Page 6

 The
Company further confirms that it will include similar disclosure, as appropriate, in its future periodic reports.

 Additionally,
with respect to the line item on the Company's consolidated statements of operations that was identified as "Cost of sales"
in previous periodic reports, the Company will identify this line item as "Cost of sales (exclusive of depreciation shown separately
below)" in future periodic reports, consistent with 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.

 Response:
The Company acknowledges that the "weighted average number of shares – basic and diluted" amounts for the three months
ended March 31, 2025 and 2024, as presented in the Q1 2025 10-Q was incorrect and inconsistent with the number of shares presented in
the consolidated statements of changes in stockholders' deficit. The Company has prepared corrected calculations of the weighted
average number of shares outstanding, which are provided below. The Company will ensure that the weighted average number of shares outstanding
is accurately reported in future periodic reports.

 2024
Calculation:

 Issue Date
 # Shares
 Issued
 Cumulative
 Days Outstanding
 (Issue Date Minus
 Period End Date)
 Weighted Average (#
 of Shares Divided by
 Total Days in Period
 Times Days
 Outstanding)

 1/1/24
 101,806,612
 101,806,612
 90
 101,806,612

 2/15/2024
 125
 101,806,737
 45
 63

 2/15/2024
 125
 101,806,862
 45
 63

 2/15/2024
 126
 101,806,988
 45
 63

 3/31/24

 101,806,988
 90

 Weighted Average Shares (Sum of Weighted Average)
 101,806,800

 Net Loss
 (2,675,252 )

 Net Loss Per Share (Net Loss divided by Weighted Average Shares)
 $ (0.03 )

 625
N. FLAGLER DRIVE, SUITE 600 • WEST PALM BEACH, FLORIDA • 33401 • PHONE: 561-514-0936 • FAX 561-514-0832

 September 5, 2025 Page 7

 2025
Calculation:

 Issue Date
 # Shares Issued
 Cumulative
 Days Outstanding (Issue Date Minus Period End Date)
 Weighted Average (# of Shares Divided by Total Days in Period Times Days Outstanding)

 1/1/25
 106,707,827
 106,707,827
 89
 106,707,827

 1/14/2025
 32,000
 106,739,827
 76
 27,326

 1/14/2025
 150,600
 106,890,427
 76
 128,602

 1/30/2025
 3,334
 106,893,761
 60
 2,248

 2/1/2025
 8,333
 106,902,094
 58
 5,430

 2/13/2025
 150,600
 107,052,694
 46
 77,838

 3/1/2025
 8,333
 107,061,027
 30
 2,809

 3/3/2025
 27,574
 107,088,601
 28
 8,675

 3/26/2025
 15,000
 107,103,601
 5
 843

 2/26/2025
 15,000
 107,118,601
 33
 5,562

 2/13/25
 5,000,000
 112,118,601
 46
 2,584,270

 3/31/25
 75,378
 112,193,979
 0
 0

 1/15/25
 41,437
 112,235,416
 75
 34,919

 3/27/25
 61,204
 112,296,620
 4
 2,751

 3/31/25

 112,296,620
 89

 Weighted Average Shares (Sum of Weighted Average)
 109,589,099

 Net Loss
 (8,937,999 )

 Net Loss Per Share (Net Loss divided by Weighted Average Shares)
 $ (0.08 )

 625
N. FLAGLER DRIVE, SUITE 600 • WEST PALM BEACH, FLORIDA • 33401 • PHONE: 561-514-0936 • FAX 561-514-0832

 September 5, 2025 Page 8

 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.