下一NRG有限公司美股招股说明书(2025-11-14版)

Up to $60,000,000Common Stock NextNRG, Inc. This prospectus supplement (“Prospectus Supplement”) amends and supplements the information in the prospectus supplement datedJuly 3, 2025, and the accompanying prospectus dated January 3, 2023 (the “Base Prospectus” and together with the prospectussupplement dated July 3, 2025 , the “ATM Prospectus”).relating to the offer and sale of shares of our common stock, par value$0.0001 per share, pursuant to the terms of that certain sales agreement (the “Sales Agreement”) dated July 3, 2025, with ThinkEquityLLC (“ThinkEquity”), H.C. Wainwright & Co., LLC (“Wainwright”) and Roth Capital Partners, LLC (“Roth”, and together withWainwright and ThinkEquity collectively, the “Sales Agents”). This Prospectus Supplement should be read in conjunction with theATM Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes theinformation contained in the ATM Prospectus. This Prospectus Supplement is not complete without, and may only be delivered orutilized in connection with, the ATM Prospectus, and any future amendments or supplements thereto. We are filing this Prospectus Supplement to supplement and amend, as of November 14, 2025, the ATM Prospectus to decrease themaximum aggregate offering amount that may be sold pursuant to the Sales Agreement from $75,000,000 to $60,000,000. Under theATM Prospectus, we initially registered up to $75,000,000 of our common stock for offer and sale pursuant to the Sales Agreement.Pursuant to this Prospectus Supplement, we are decreasing the aggregate offering amount of common stock that we are offeringpursuant to the Sales Agreement, such that we will offer up to an aggregate of $60,000,000 of our common stock for sale under theSales Agreement, including the shares of common stock previously sold pursuant to the Sales Agreement. As of the date of the filingof this Prospectus Supplement, we have not offered and soldany sharesof common stock pursuant to the Sales Agreement.. Except asmodified by this Prospectus Supplement, the ATM Prospectus and the Sales Agreement remain in full force and effect as is. Upon our delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, each Sales Agent may sell thecommon stock by methods deemed to be an “at the market offering” as defined in Rule415 promulgated under the Securities Act of1933, as amended (the “Securities Act”). The Sales Agents will use their commercially reasonable efforts consistent with their normaltrading and sales practices and applicable state and federal laws, rulesand regulations and the rulesof the Nasdaq Capital Market, orNasdaq. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. We will pay the Sales Agents a total commission for their services in acting as agents in the sale of common stock equal to 3.0% of thegross sales price per share of all shares sold through them as agents under the Sales Agreement. See “Plan of Distribution” in the ATMProspectus for information relating to certain expenses of the Sales Agents to be reimbursed by us. Our common stock is traded on Nasdaq under the symbol “NXXT.” On November 13, 2025, the last reported sale price of ourcommon stock was $2.01 per share. The Company is currently a “controlled company” within the meaning of the applicable rules of Nasdaq. Michael D. Farkas, our ChiefExecutive Officer and Executive Chairman is the holder and beneficial owner of approximately 57% of the Company’s common stockand therefore controls a majority of the voting power of the Company’s outstanding common stock and accordingly, he has the abilityto determine all matters requiring approval by stockholders. As a result, we qualify for exemptions from certain corporate governancerequirements. If the Company relies on these exemptions, which it does not intend to do, its stockholders will not have the sameprotections afforded to stockholders of companies that are subject to such requirements. Under these rules, a company of which morethan 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlledcompany” and may elect not to comply with certain corporate governance requirements. See “Risk Factors —The Company is a“controlled company” within the meaning of the applicable rules of Nasdaq and, as a result, we qualify for exemptions from certaincorporate governance requirements. If the Company relies on these exemptions, its stockholders will not have the same protectionsafforded to stockholders of companies that are subject to such requirements” in the ATM Prospectus. We are an emerging growth company and a smaller reporting company under Rule 405 of the Securities Act and, as such, have electedto comply with certain reduced public company reporting requirements for this prospectus supplement, the ATM Prospectus and thedocuments incorporated by reference here