NextNRG美股招股说明书(2026-06-11版)

The selling stockholder named in this prospectus may use this prospectus to offer and resell from time to time up to an aggregate of10,000,000 shares of our common stock, par value $0.0001 per share (the “Shares”) issued by us in a private placement to the sellingstockholder that is a party to the Securities Purchase Agreements, dated May 25, 2026 (the “Purchase Agreements”). We are not selling any shares of our common stock under this prospectus and will not receive any of the proceeds from the sale of theShares by the selling stockholder. The selling stockholder may sell or otherwise dispose of the Shares in a number of different ways and at varying prices. We providemore information about how the selling stockholder may sell or otherwise dispose of the Shares covered by this prospectus in thesection entitled “Plan of Distribution” on page 9. Discounts, concessions, commissions and similar selling expenses attributable to thesale of the Shares will be borne by the selling stockholder. We will pay all expenses (other than discounts, concessions, commissionsand similar selling expenses) relating to the registration of the Shares with the Securities and Exchange Commission. Our common stock is listed on the Nasdaq Capital Market under the symbol “NXXT”. On June 8, 2026, the last reported sale price ofour common stock on the Nasdaq Capital Market was $0.5901 per share. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 6 of this prospectus and undersimilar headings in the documents incorporated by reference into this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is June 11, 2026 TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1THE OFFERING5RISK FACTORS6SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS7USE OF PROCEEDS7DIVIDEND POLICY8MAY 2026 PRIVATE PLACEMENT8SELLING STOCKHOLDER8PLAN OF DISTRIBUTION9DESCRIPTION OF CAPITAL STOCK10LEGAL MATTERS15EXPERTS15INCORPORATION BY REFERENCE15WHERE YOU CAN FIND MORE INFORMATION16 ABOUT THIS PROSPECTUS This prospectus relates to the resale by the selling stockholder identified in this prospectus under the caption “Selling Stockholder,”from time to time, of up to an aggregate of 10,000,000 shares of our common stock. We are not selling any shares of our commonstock under this prospectus, and we will not receive any proceeds from the sale of shares of common stock offered hereby by theselling stockholder. You should rely only on the information contained in this prospectus. We have not, and the selling stockholder have not,authorized anyone to provide you with information other than the information that has been provided or incorporated byreference in this prospectus and your reliance on any unauthorized information or representation is at your own risk. Thisprospectus may be used only in jurisdictions where offers and sales of these securities are permitted. You should assume thatthe information appearing in this prospectus is accurate only as of the date of this prospectus and that any informationincorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time ofdelivery of this prospectus, or any sale of our securities. Our business, financial condition and results of operations may havechanged since those dates. The information appearing in this prospectus, the documents incorporated by reference in this prospectus and any free writingprospectus authorized for use in connection with this offering is accurate only as of its respective date, regardless of the time ofdelivery of the respective document or of any sale of securities covered by this prospectus. You should not assume that the informationcontained in or incorporated by reference in this prospectus, or in any free writing prospectus that is authorized for use in connectionwith this offering, is accurate as of any date other than the respective dates thereof. We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to anydocument that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in somecases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made.Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of ouraffairs. To the extent there is a conflict between the information contained in this prospectus, on the one hand, and the information containedin a